Financial Instruments and Fair Value Measurements | Note Derivative Financial Instruments 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 enter into only those transactions 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 disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Foreign Currency We primarily manage our foreign currency exposure by borrowing in the currencies in which we invest. In certain circumstances, we may issue 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 of the translation from the fluctuations in exchange rates, we may designate the debt as a nonderivative 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. To the extent we have an effective hedging relationship, we report all changes in fair value of the hedged portion of the nonderivative financial instruments and net investment hedges in equity in the foreign currency translation component of Accumulated Other Comprehensive Loss (“AOCI”) AOCI Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net 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 Canada, 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 non-hedge designated derivatives are recorded directly in earnings within the line item Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net Interest Rate 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, to offset the exposure of variable-rate debt obligations. The effective portion of the gain or loss on the derivative is reported as a component of AOCI Interest Expense Interest Expense The following tables summarize the activity in our derivative instruments for the six months ended June 30 (in millions, except for weighted average forward rates and number of active contracts): 2015 Foreign Currency Contracts Local Currency Net Investment Forward Contracts Forward and Option Contracts (1) Interest Rate Swaps EUR GBP JPY EUR GBP (2) JPY CAD JPY Notional amounts at January 1 € 300 £ 238 ¥ 24,136 € 284 £ - ¥ - $ - ¥ 40,916 New contracts (3) - 118 43,373 198 126 12,740 49 65,000 Matured or expired contracts (300 ) (118 ) (67,509 ) (254 ) (53 ) (2,800 ) (7 ) - Notional amounts at June 30, € - £ 238 ¥ - € 228 £ 73 ¥ 9,940 $ 42 ¥ 105,916 Foreign Currency Contracts U.S. Dollar Net Investment Forward Contracts Forward and Option Contracts (1) Interest Rate Swaps Notional amounts at January 1 $ 400 $ 400 $ 250 $ 354 $ - $ - $ - $ 398 New contracts (3) - 186 353 224 188 109 40 527 Matured or expired contracts (400 ) (200 ) (603 ) (311 ) (79 ) (24 ) (6 ) - Notional amounts at June 30, $ - $ 386 $ - $ 267 $ 109 $ 85 $ 34 $ 925 Weighted average forward rate at June 30, - 1.62 - 1.17 1.31 117.07 1.23 115.47 Active contracts at June 30, - 3 - 15 12 12 6 4 2014 Foreign Currency Contracts Local Currency Net Investment Forward Contracts Option Contracts (1) Interest Rate Swaps EUR JPY EUR USD Notional amounts at January 1 € 600 ¥ 24,136 € - $ 71 New contracts 1,446 59,083 33 - Matured or expired contracts (1,199 ) (59,083 ) (33 ) - Notional amounts at June 30, € 847 ¥ 24,136 € - 71 Foreign Currency Contracts U.S. Dollar Net Investment Forward Contracts Option Contracts (1) Interest Rate Swaps Notional amounts at January 1 $ 800 $ 250 $ - $ 71 New contracts 1,979 578 46 - Matured or expired contracts (1,642 ) (578 ) (46 ) - Notional amounts at June 30, $ 1,137 $ 250 $ - $ 71 (1) During the six months ended June 30, 2015 and 2014, we exercised 13 and 1 option contracts, respectively. We realized gains of $4.0 million and $6.2 million for the three and six months ended June 30, 2015, respectively, and $0.1 million for the three and six months ended June 30, 2014, in Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net (2) Included in our British pounds sterling denominated option contracts are six forward contracts to sell British pounds sterling and buy euros. These forwards have a notional amount of £35.0 million (€46.8 million) and were reported in this table using a weighted average exchange rate of $1.11 U.S. dollars to the euro. (3) In the second quarter of 2015, we entered into two contracts to effectively fix the interest rate on the 2015 Yen Term Loan. See Note 7 for more information on the 2015 Yen Term Loan. The following table presents the fair value of our derivative instruments (in thousands): June 30, 2015 December 31, 2014 Asset Liability Asset Liability Net investment hedges - euro denominated (1) $ - $ - $ 22,891 $ - Net investment hedges - yen denominated (1) - - 46,934 - Net investment hedges - pound sterling denominated 12,543 203 29,097 - Foreign currency options - euro denominated (2) 14,826 463 7,742 - Foreign currency options - yen denominated (2) 2,313 - - - Foreign currency options - pound sterling denominated (2) - 5,136 - - Foreign currency options - Canadian dollar denominated (2) 414 - - - Interest rate swap hedges 97 2,255 - 1,395 Total fair value of derivatives $ 30,193 $ 8,057 $ 106,664 $ 1,395 (1) During the second quarter of 2015, we terminated our euro and yen denominated net investment hedges. See below for additional information about the gains recognized associated with these net investment hedges. (2) As discussed above, the foreign currency options are not designated as hedges. We recognized losses of $10.6 million and gains of $9.5 million in Foreign Currency and Derivative Gains and (Losses) and Related Amortization, Net The change in Other Comprehensive Income (Loss) The following table presents the gains and losses associated with the change in fair value for the effective portion of our derivative and nonderivative hedging instruments included in Other Comprehensive Income (Loss) Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Derivative net investment hedges (1) $ (28,984 ) $ (6,195 ) $ 34,194 $ (23,109 ) Interest rate swap hedges (2) (2,341 ) (187 ) (759 ) (190 ) Our share of derivatives from unconsolidated co-investment ventures 1,879 (1,977 ) 4,106 (3,081 ) Total gain (loss) on derivative instruments (29,446 ) (8,359 ) 37,541 (26,380 ) Nonderivative net investment hedges (3) (111,537 ) 15,850 223,403 10,320 Total gain (loss) on derivative and nonderivative hedging instruments $ (140,983 ) $ 7,491 $ 260,944 $ (16,060 ) (1) This includes gains of $120.1 million and $121.5 million for the three and six months ended June 30, 2015, respectively, upon the settlement of net investment hedges. For the three and six months ended June 30, 2014, we recorded losses of $4.5 million and $11.4 million, respectively. (2) The amounts reclassified to interest expense for the three and six months ended June 30, 2015 and 2014, respectively, were not considered significant. For the next 12 months from June 30, 2015, we estimate an additional expense for $2.4 million will be reclassified to Interest Expense (3) At June 30, 2015, and December 31, 2014, we had €3.2 billion ($3.6 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 €97.6 million ($118.5 million) of debt that was not designated as a non-derivative financial instrument hedge at December 31, 2014. We recognized unrealized losses of $5.4 million and unrealized gains of $10.0 million in Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net Fair Value Measurements 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. Fair Value Measurements on a Recurring Basis At June 30, 2015, and December 31, 2014, other than the derivatives discussed previously and the embedded derivative 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 on the change in the spot rate at the end of the period as compared with the strike price at inception. 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. 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 June 30, 2015, and December 31, 2014, were classified as Level 2 of the fair value hierarchy. Fair Value Measurements on Nonrecurring Basis Assets measured at fair value on a nonrecurring 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. No assets met these criteria at June 30, 2015, or December 31, 2014. Fair Value of Financial Instruments At June 30, 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 because of the short-term nature of these instruments. At June 30, 2015, we estimated the fair value of our senior notes and at 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 were available, and we estimated the fair value of our Credit Facilities, term loans, secured mortgage debt and assessment bonds by discounting the future cash flows using rates and borrowing spreads currently available to us (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 June 30, 2015, and December 31, 2014, as compared with those in effect when the debt was issued or acquired, including reduced borrowing spreads resulting from 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. The following table reflects the carrying amounts and estimated fair values of our debt (in thousands): June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Credit Facilities $ 440,173 $ 440,377 $ - $ - Senior notes 6,616,471 6,927,802 6,076,920 6,593,657 Exchangeable senior notes - - 456,766 511,931 Term loans and other debt 2,442,883 2,445,631 588,816 591,810 Secured mortgage debt 749,895 849,260 1,050,591 1,173,488 Secured mortgage debt of consolidated entities 1,871,883 1,875,709 1,207,106 1,209,271 Total debt $ 12,121,305 $ 12,538,779 $ 9,380,199 $ 10,080,157 |