Risk Management and Use of Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2014 |
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 assets and liabilities. 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 investments due to changes in interest rates or other market factors. We own investments in Europe and in Asia 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. In addition to derivative instruments that we entered into on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may own common stock warrants, granted to us by lessees when structuring lease transactions, which are considered to be derivative instruments. 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 are reported in Other comprehensive loss 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. The ineffective portion of the change in fair value of any derivative is recognized directly 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 | | | | Asset Derivatives Fair Value at | | Liability Derivatives Fair Value at |
as Hedging Instruments | | Balance Sheet Location | | September 30, 2014 | | December 31, 2013 | | September 30, 2014 | | December 31, 2013 |
Foreign currency forward contracts | | Other assets, net | | $ | 10,268 | | | $ | 2,002 | | | $ | — | | | $ | — | |
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Interest rate swaps | | Other assets, net | | 605 | | | 1,895 | | | — | | | — | |
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Foreign currency collars | | Other assets, net | | — | | | 429 | | | — | | | — | |
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Foreign currency forward contracts | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (77 | ) | | (11,928 | ) |
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Interest rate swaps | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (13,950 | ) | | (12,911 | ) |
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Derivatives Not Designated | | | | | | | | | | | | | | |
as Hedging Instruments |
Embedded derivatives (a) | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | — | | | (2,164 | ) |
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Embedded derivatives (a) (b) | | Other assets, net | | 2,260 | | | 2,314 | | | — | | | — | |
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Stock warrants (c) | | Other assets, net | | 1,848 | | | 1,782 | | | — | | | — | |
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Foreign currency forward contract (d) | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (471 | ) | | — | |
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Foreign currency forward contracts (d) (e) | | Other assets, net | | 4,510 | | | 1,521 | | | — | | | — | |
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Swaption (f) | | Other assets, net | | 693 | | | 1,205 | | | — | | | — | |
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Total derivatives | | | | $ | 20,184 | | | $ | 11,148 | | | $ | (14,498 | ) | | $ | (27,003 | ) |
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(a) | In connection with the ADC Arrangement with IDL Wheel Tenant, LLC, we agreed to fund to the developer a portion of the loan in the euro and we locked the euro to U.S. dollar exchange rate at $1.278 at the time of the transaction (Note 6). This component of the loan is deemed to be an embedded derivative that requires separate measurement. | | | | | | | | | | | | | | | | | |
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(b) | In December 2013, there was an amendment to the loan commitment for the refinancing of Agrokor d.d., referred to as the Agrokor 4 portfolio, which provided for an effective net settlement provision. | | | | | | | | | | | | | | | | | |
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(c) | As part of the purchase of an interest in Hellweg Die Profi-Baumärkte GmbH & Co. KG, or Hellweg 2, from our then affiliate, Corporate Property Associates 14 Incorporated, or CPA®:14, in May 2011, we acquired warrants from CPA®:14, which were granted by Hellweg 2 to CPA®:14. These warrants give us participation rights to any distributions made by Hellweg 2 and we are entitled to a cash distribution that equals a certain percentage of the liquidity event price of Hellweg 2 should a liquidity event occur. | | | | | | | | | | | | | | | | | |
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(d) | In September 2014, a new forward contract was executed to offset an existing forward contract that has not yet reached its maturity. These two offsetting forward contracts will mature in July 2015. | | | | | | | | | | | | | | | | | |
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(e) | In connection with an investment located in Japan, we entered into a foreign currency forward contract that protects against fluctuations in foreign currency rates related to the Japanese yen, but it did not qualify for hedge accounting. | | | | | | | | | | | | | | | | | |
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(f) | In connection with the non-recourse debt financing related to our Cuisine Solutions, Inc. investment, we executed a swap and purchased a swaption, which grants us the right to enter into a new swap with a predetermined fixed rate should there be an extension of the loan maturity date. | | | | | | | | | | | | | | | | | |
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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 September 30, 2014 and December 31, 2013, 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 on Derivatives (Effective Portion) | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | |
Derivatives in Cash Flow Hedging Relationships | | 2014 | | 2013 | | 2014 | | 2013 | | |
Interest rate cap (a) | | $ | 227 | | | $ | 315 | | | $ | 913 | | | $ | 879 | | | |
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Interest rate swaps | | 500 | | | (744 | ) | | (3,920 | ) | | 7,712 | | | |
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Foreign currency collars | | (91 | ) | | (1,410 | ) | | (290 | ) | | (1,471 | ) | | |
Foreign currency forward contracts | | 18,208 | | | (7,449 | ) | | 17,799 | | | (4,012 | ) | | |
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Derivative formerly in a Net Investment Hedging Relationship (b) | | | | | | | | | | |
Foreign currency forward contract | | 4,192 | | | (934 | ) | | 4,511 | | | 82 | | | |
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Total | | $ | 23,036 | | | $ | (10,222 | ) | | $ | 19,013 | | | $ | 3,190 | | | |
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(a) | Includes gains attributable to noncontrolling interests of $0.1 million for both the three months ended September 30, 2014 and 2013 and $0.4 million for both the nine months ended September 30, 2014 and 2013. | | | | | | | | | | | | | | | | | |
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(b) | In September 2014, a new forward contract was executed to offset this existing forward contract that has not yet reached its maturity. As a result of this transaction, this existing forward contract was de-designated as a hedging instrument. However, the effective portion of the change in fair value (through the date of de-designation) and the settlement of this contract are reported in the foreign currency translation adjustment section of Other comprehensive (loss) income until the underlying investment is sold, at which time we will reclassify the gain or loss to earnings. | | | | | | | | | | | | | | | | | |
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| | | | Amount of Gain (Loss) Reclassified from |
Other Comprehensive Loss into Income (Effective Portion) |
Derivatives in Cash Flow | | Location of Gain (Loss) Reclassified to Income | | Three Months Ended September 30, | | Nine Months Ended September 30, |
Hedging Relationships |
| | 2014 | | 2013 (c) | | 2014 | | 2013 (c) |
Interest rate cap | | Interest expense | | $ | (226 | ) | | $ | (316 | ) | | $ | (913 | ) | | $ | (881 | ) |
Interest rate swaps | | Interest expense | | (1,811 | ) | | (1,595 | ) | | (5,259 | ) | | (4,501 | ) |
Foreign currency collars | | Other income and (expenses) | | 557 | | | 188 | | | 751 | | | 1,129 | |
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Foreign currency forward contracts | | Other income and (expenses) | | 526 | | | 353 | | | 425 | | | 724 | |
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Total | | | | $ | (954 | ) | | $ | (1,370 | ) | | $ | (4,996 | ) | | $ | (3,529 | ) |
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(c) | The amounts included in this column for the periods presented herein have been revised to reverse the signs that were incorrectly presented when originally filed. In addition, similar revisions will be made to the columns for the years ended December 31, 2013 and 2012 in the Form 10-K for the year ended December 31, 2014; and the column for the quarter ended March 31, 2014 in the Form 10-Q for the quarter ended March 31, 2015 when filed. | | | | | | | | | | | | | | | | | |
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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 September 30, 2014, we estimated that an additional $7.8 million and $2.3 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 | | Location of Gain (Loss) Recognized in Income | | Three Months Ended September 30, | | Nine Months Ended September 30, |
Hedging Relationships | | | 2014 | | 2013 | | 2014 | | 2013 |
Embedded credit derivatives | | Other income and (expenses) | | $ | 725 | | | $ | (1,093 | ) | | $ | 1,006 | | | $ | (540 | ) |
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Foreign currency forward contracts | | Other income and (expenses) | | 445 | | | 59 | | | 327 | | | 822 | |
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Stock warrants | | Other income and (expenses) | | 132 | | | 66 | | | 66 | | | 231 | |
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Swaption | | Other income and (expenses) | | (83 | ) | | 58 | | | (512 | ) | | 237 | |
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Derivatives in Hedging Relationships | | | | | | | | | | |
Interest rate swaps (a) | | Interest expense | | 91 | | | (50 | ) | | 216 | | | 154 | |
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Total | | | | $ | 1,310 | | | $ | (960 | ) | | $ | 1,103 | | | $ | 904 | |
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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 Swaption |
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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, may enter into interest rate swap agreements and swaptions 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 notional, or face, amount on which the swaps are based is not exchanged. A swaption gives us the right but not the obligation to enter into an interest rate swap, of which the terms and conditions are set on the trade date, on a specified date in the future. Our objective in using these derivatives is to limit our exposure to interest rate movements. |
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The interest rate swaps and swaption that we had outstanding on our consolidated subsidiaries at September 30, 2014 are summarized as follows (currency in thousands): |
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Interest Rate Derivatives | | Number of Instruments | | Notional | | Fair Value at | | | | | | | | |
Amount | September 30, 2014 (a) | | | | | | | | |
Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | |
Interest rate swaps | | 6 | | € | 185,947 | | | $ | (8,546 | ) | | | | | | | | |
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Interest rate swaps | | 13 | | $ | 234,621 | | | (4,799 | ) | | | | | | | | |
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Not Designated as Hedging Instrument | | | | | | | | | | | | | | |
Swaption | | 1 | | $ | 13,230 | | | 693 | | | | | | | | | |
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(a) | Fair value amount is based on the exchange rate of the euro at September 30, 2014, as applicable. | | | | | | | | | | | | | | | | | |
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The interest rate swap that one of our unconsolidated jointly-owned investments had outstanding at September 30, 2014 and was designated as cash flow hedge is summarized as follows (currency in thousands): |
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Interest Rate Derivative | | Ownership Interest in Investee at | | Number of Instruments | | Notional | | Fair Value at | | | | | | |
30-Sep-14 | Amount | September 30, 2014 (a) | | | | | | |
Interest rate swap | | 85% | | 1 | | € | 11,851 | | | $ | (605 | ) | | | | | | |
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(a) | Fair value amount is based on the exchange rate of the euro at September 30, 2014. | | | | | | | | | | | | | | | | | |
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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 the Japanese yen. 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. 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. |
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The following table presents the foreign currency derivative contracts we had outstanding and their designations at September 30, 2014 (currency in thousands): |
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Foreign Currency Derivatives | | Number of Instruments | | Notional | | Fair Value at | | | | | | | | |
Amount | September 30, 2014 (a) | | | | | | | | |
Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 101 | | € | 202,155 | | | $ | 8,301 | | | | | | | | | |
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Foreign currency forward contracts | | 13 | | ¥ | 604,232 | | | 1,890 | | | | | | | | | |
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Not Designated as Hedging Instruments | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 2 | | € | 90,000 | | | 2,215 | | | | | | | | | |
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Foreign currency forward contracts | | 1 | | ¥ | 610,129 | | | 1,824 | | | | | | | | | |
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| | | | | | $ | 14,230 | | | | | | | | | |
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(a) | Fair value amounts are based on the exchange rate of the euro or the Japanese yen, as applicable, at September 30, 2014. | | | | | | | | | | | | | | | | | |
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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 September 30, 2014. At September 30, 2014, our total credit exposure was $12.7 million, inclusive of noncontrolling interest, and the maximum exposure to any single counterparty was $5.1 million. |
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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 September 30, 2014, 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 $16.3 million and $25.1 million at September 30, 2014 and December 31, 2013, respectively, which included accrued interest and any adjustment for nonperformance risk. If we had breached any of these provisions at either September 30, 2014 or December 31, 2013, we could have been required to settle our obligations under these agreements at their aggregate termination value of $17.1 million and $27.1 million, respectively. |
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Information about Geographic Areas |
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Our portfolio is comprised of domestic and international investments. At the end of the reporting period, our international investments were comprised of investments primarily in Europe and, to a lesser extent, Asia. With the exception of Italy, no other country comprised more than 10% of our total lease revenues or total long-lived assets at September 30, 2014. Foreign currency exposure and risk management are discussed above. The following tables present information about our investments on a geographic basis (in thousands): |
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| | Three Months Ended September 30, | | Nine Months Ended September 30, | | |
| 2014 | | 2013 | | 2014 | | 2013 | | |
Domestic | | | | | | | | | |
| Revenues | $ | 68,871 | | | $ | 64,343 | | | $ | 208,850 | | | $ | 190,195 | | | |
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| Income from continuing operations before income taxes and after gain on sale of real estate, net of tax | 16,786 | | | 8,667 | | | 59,628 | | | 32,389 | | | |
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| Net income attributable to noncontrolling interests | (9,042 | ) | | (6,401 | ) | | (24,009 | ) | | (21,219 | ) | | |
| Net income attributable to CPA®:17 – Global | 6,353 | | | 3,888 | | | 32,940 | | | 11,277 | | | |
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Italy | | | | | | | | | |
| Revenues | $ | 7,750 | | | $ | 7,660 | | | $ | 23,700 | | | $ | 22,935 | | | |
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| Income from continuing operations before income taxes and after gain on sale of real estate, net of tax | 1,813 | | | 1,665 | | | 5,698 | | | 5,524 | | | |
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| Net income attributable to noncontrolling interests | — | | | — | | | — | | | — | | | |
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| Net income attributable to CPA®:17 – Global | 1,732 | | | 1,666 | | | 5,555 | | | 5,524 | | | |
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Other International | | | | | | | | | |
| Revenues | $ | 21,366 | | | $ | 19,616 | | | $ | 65,373 | | | $ | 54,207 | | | |
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| Income from continuing operations before income taxes and after gain on sale of real estate, net of tax | 8,425 | | | 1,670 | | | 25,323 | | | 18,014 | | | |
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| Net income attributable to noncontrolling interests | (151 | ) | | (114 | ) | | (501 | ) | | (515 | ) | | |
| Net income (loss) attributable to CPA®:17 – Global | 7,095 | | | (528 | ) | | 21,632 | | | 15,852 | | | |
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Total | | | | | | | | | |
| Revenues | $ | 97,987 | | | $ | 91,619 | | | $ | 297,923 | | | $ | 267,337 | | | |
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| Income from continuing operations before income taxes and after gain on sale of real estate, net of tax | 27,024 | | | 12,002 | | | 90,649 | | | 55,927 | | | |
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| Net income attributable to noncontrolling interests | (9,193 | ) | | (6,515 | ) | | (24,510 | ) | | (21,734 | ) | | |
| Net income attributable to CPA®:17 – Global | 15,180 | | | 5,026 | | | 60,127 | | | 32,653 | | | |
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| | September 30, 2014 | | December 31, 2013 | | | | | | | | | | |
Domestic | | | | | | | | | | | | | |
| Long-lived assets (a) | $ | 2,409,063 | | | $ | 2,195,465 | | | | | | | | | | | |
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| Non-recourse debt | 1,353,774 | | | 1,319,094 | | | | | | | | | | | |
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Italy | | | | | | | | | | | | | |
| Long-lived assets (a) | $ | 311,787 | | | $ | 343,876 | | | | | | | | | | | |
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| Non-recourse debt | 205,339 | | | 223,937 | | | | | | | | | | | |
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Other International | | | | | | | | | | | | | |
| Long-lived assets (a) | $ | 842,899 | | | $ | 1,022,754 | | | | | | | | | | | |
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| Non-recourse debt | 359,692 | | | 372,570 | | | | | | | | | | | |
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Total | | | | | | | | | | | | | |
| Long-lived assets (a) | $ | 3,563,749 | | | $ | 3,562,095 | | | | | | | | | | | |
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| Non-recourse debt | 1,918,805 | | | 1,915,601 | | | | | | | | | | | |
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(a) | Consists of Net investments in real estate. | | | | | | | | | | | | | | | | | |
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For the nine months ended September 30, 2014, the following tenants represented 5% or more of total lease revenues: |
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• | Metro Cash & Carry Italia S.p.A (10%); | | | | | | | | | | | | | | | | | |
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• | The New York Times Company (9%); | | | | | | | | | | | | | | | | | |
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• | Agrokor d.d. (8%); | | | | | | | | | | | | | | | | | |
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• | KBR, Inc. (7%); and | | | | | | | | | | | | | | | | | |
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• | General Parts Inc., Golden State Supply LLC, Straus-Frank Enterprises LLC, General Parts Distribution LLC and Worldpac Inc. (6%). | | | | | | | | | | | | | | | | | |