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 also use foreign currency forwards to mitigate foreign currency exchange rate risk associated with payments in a currency that is not the functional currency of our foreign subsidiaries, primarily in Mexico. These may be designated as cash flow hedges. To the extent we have an effective hedging relationship, we report all changes in fair value of the hedged portion of the foreign currency forwards cash flow hedges in AOCI. 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. We may also enter into forward interest rate swap agreements to effectively fix the interest rate of future expected debt issuances. AOCI Interest Expense Interest Expense The following tables summarize the activity in our derivative instruments for the nine months ended September 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 Interest Rate Contracts EUR GBP JPY EUR (1) GBP (1) (2) JPY (1) CAD (1) MXN JPY Notional amounts at January 1 € 300 £ 238 ¥ 24,136 € 284 £ - ¥ - $ - $ - ¥ 40,916 New contracts (3) - 118 43,373 268 179 18,740 69 140 65,000 Matured or expired contracts (300 ) (118 ) (67,509 ) (292 ) (70 ) (4,400 ) (14 ) (42 ) - Notional amounts at September 30, € - £ 238 ¥ - € 260 £ 109 ¥ 14,340 $ 55 $ 98 ¥ 105,916 Foreign Currency Contracts U.S. Dollar Net Investment Forward Contracts Forward and Option Contracts Interest Rate Contracts Notional amounts at January 1 $ 400 $ 400 $ 250 $ 354 $ - $ - $ - $ - $ 398 New contracts (3) (4) - 186 353 303 269 159 55 8 886 Matured or expired contracts (400 ) (200 ) (603 ) (358 ) (104 ) (38 ) (11 ) (2 ) - Notional amounts at September 30, $ - $ 386 $ - $ 299 $ 165 $ 121 $ 44 $ 6 $ 1,284 Weighted average forward rate at September 30, - 1.62 - 1.15 1.31 118.12 1.26 17.03 115.47 Active contracts at September 30, - 3 - 20 15 18 9 11 6 2014 Foreign Currency Contracts Local Currency Net Investment Forward Contracts Forward and Option Contracts (1) Interest Rate Swaps EUR GBP JPY EUR JPY Notional amounts at January 1 € 600 £ - ¥ 24,136 € - ¥ - New contracts 1,446 238 79,010 141 40,916 Matured or expired contracts (1,446 ) - (79,010 ) (66 ) - Notional amounts at September 30, € 600 £ 238 ¥ 24,136 € 75 ¥ 40,916 Foreign Currency Contracts U.S. Dollar Net Investment Forward Contracts Forward and Option Contracts (1) Interest Rate Swaps Notional amounts at January 1 $ 800 $ - $ 250 $ - $ 71 New contracts 1,979 400 769 187 373 Matured or expired contracts (1,979 ) - (769 ) (90 ) - Notional amounts at September 30, $ 800 $ 400 $ 250 $ 97 $ 444 (1) During the nine months ended September 30, 2015 and 2014, we exercised 23 and 2 option contracts and realized gains of $9.6 million and $1.1 million, respectively, in Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net. (2) Included in our British pounds sterling denominated option contracts are four forward contracts to sell British pounds sterling and buy euros. These forwards have a notional amount of £23.0 million (€30.8 million) and were reported in this table using a weighted average exchange rate of $1.10 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. These contracts were designated as interest rate swap hedges. See Note 7 for more information on the 2015 Yen Term Loan. (4 ) In the third quarter of 2015, we entered into two contracts with a notional amount of $360.0 million to effectively fix the interest rate at the three month LIBOR rate of 2.3% on expected future debt issuances. These contracts were designated as interest rate forward hedges. The following table presents the fair value of our derivative instruments (in thousands): September 30, 2015 December 31, 2014 Asset Liability Asset Liability Net investment hedges – euro denominated (1) $ - $ - $ 22,891 $ - Net investment hedges – pound sterling denominated 25,829 - 29,097 - Net investment hedges – yen denominated (1) - - 46,934 - Cash flow hedge foreign currency options – peso denominated - 74 - - Foreign currency options – Canadian dollar denominated (2) 2,269 - - - Foreign currency options – euro denominated (2) 10,304 1,282 7,742 - Foreign currency options – pound sterling denominated (2) 1,373 1,316 - - Foreign currency options – yen denominated (2) 1,025 791 - - Interest rate hedges - 16,878 - 1,395 Total fair value of derivatives $ 40,800 $ 20,341 $ 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, these foreign currency options are not designated as hedges. We recognized gains of $2.7 million and $12.2 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Derivative net investment hedges (1) $ 14,225 $ 93,502 $ 48,419 $ 70,393 Interest rate hedges (2) (14,680 ) (39 ) (15,439 ) (229 ) Cash flow hedges (74 ) - (74 ) - Our share of derivatives from unconsolidated co-investment ventures (906 ) (4,474 ) 3,200 (7,555 ) Total gain (loss) on derivative instruments (1,435 ) 88,989 36,106 62,609 Nonderivative net investment hedges (3) (4,674 ) 204,250 218,729 214,570 Total gain (loss) on derivative and nonderivative hedging instruments $ (6,109 ) $ 293,239 $ 254,835 $ 277,179 (1) We received $121.5 million for the nine months ended September 30, 2015, upon the settlement of net investment hedges. We did not settle any net investment hedges during the three months ended September 30, 2015. For the three and nine months ended September 30, 2014, we received $5.9 million and paid $5.5 million, respectively, upon the settlement of net investment hedges. (2) The amounts reclassified to interest expense for the three and nine months ended September 30, 2015, and 2014, respectively, were not considered significant. For the next 12 months from September 30, 2015, we estimate an additional expense for $7.6 million will be reclassified to Interest Expense (3) At September 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 nonderivative 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 nonderivative financial instrument hedge at December 31, 2014. We recognized 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 September 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 September 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 September 30, 2015, or December 31, 2014. Fair Value of Financial Instruments At September 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 September 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 September 30, 2015, and December 31, 2014, as compared with those in effect when the debt was issued or assumed, 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): September 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Credit Facilities $ 207,978 $ 208,029 $ - $ - Senior notes 6,622,440 6,884,123 6,076,920 6,593,657 Exchangeable senior notes - - 456,766 511,931 Term loans and other debt 2,458,496 2,460,662 588,816 591,810 Secured mortgage debt 785,480 886,632 1,050,591 1,173,488 Secured mortgage debt of consolidated entities 1,859,961 1,870,774 1,207,106 1,209,271 Total debt $ 11,934,355 $ 12,310,220 $ 9,380,199 $ 10,080,157 In connection with the KTR acquisition, the secured mortgage debt of consolidated entities assumed was recorded at fair value. See Notes 2 and 7 for additional information on the KTR acquisition. |