EXHIBIT 99.2
Supplemental Discussion of Harrah’s Commercial Mortgage-Backed Securities Related Properties Financial Results
On January 28, 2008, Harrah’s Entertainment was acquired by affiliates of Apollo Global Management, LLC (“Apollo”) and TPG Capital, LP (“TPG”) in an all cash transaction, hereinafter referred to as the “Acquisition.” A substantial portion of the financing of the Acquisition is comprised of bank and bond financing obtained by Harrah’s Operating Company, Inc. (“HOC”), a wholly-owned subsidiary of Harrah’s Entertainment. This financing is neither secured nor guaranteed by Harrah’s Entertainment’s other wholly-owned subsidiaries, including certain subsidiaries that own properties that are currently secured under $5,380.9 million of commercial mortgage-backed securities (“CMBS”) financing.
In connection with the Acquisition, eight of our properties (the “CMBS Properties”) and their related assets were spun out of HOC, to Harrah’s Entertainment. As of the Acquisition date, the CMBS Properties were Harrah’s Las Vegas, Rio, Flamingo Las Vegas, Harrah’s Atlantic City, Showboat Atlantic City, Harrah’s Lake Tahoe, Harvey’s Lake Tahoe and Bill’s Lake Tahoe. The CMBS properties borrowed $6,500.0 million (the “CMBS Financing”), which is secured by the assets of the CMBS Properties, and certain aspects of the financing are guaranteed by Harrah’s Entertainment. On May 22, 2008, Paris Las Vegas and Harrah’s Laughlin and their related operating assets were spun out of HOC to Harrah’s Entertainment and became property secured under the CMBS loans, and Harrah’s Lake Tahoe, Harvey’s Lake Tahoe, Bill’s Lake Tahoe and Showboat Atlantic City were transferred to HOC from Harrah’s Entertainment as contemplated under the debt agreements effective pursuant to the Acquisition. In this discussion, the words “we” and “our” refer to CMBS Properties. We are providing this financial information pursuant to the Second Amended and Restated Loan Agreement, dated as of August 31, 2010 (the “CMBS Loan Agreement”), related to the CMBS financing.
OPERATING RESULTS FOR CMBS PROPERTIES
Overall CMBS Properties Results
The following tables represent CMBS Properties’ unaudited condensed combined balance sheets as of September 30, 2010 and December 31, 2009, and their unaudited condensed combined statements of operations for the quarters and nine months ended September 30, 2010 and 2009. Also included are the unaudited condensed combined statements of cash flows for the nine months ended September 30, 2010 and 2009.
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CMBS Properties
Condensed Combined Balance Sheets
(Unaudited)
(In millions) | September 30, 2010 | December 31, 2009 | ||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 77.5 | $ | 134.7 | ||||
Receivables, net of allowance for doubtful accounts | 60.2 | 58.4 | ||||||
Deferred income taxes | 16.3 | 17.5 | ||||||
Prepayments and other | 34.4 | 40.1 | ||||||
Inventories | 10.6 | 13.7 | ||||||
Total current assets | 199.0 | 264.4 | ||||||
Land, buildings, riverboats and equipment, net of accumulated depreciation | 5,379.2 | 5,494.4 | ||||||
Goodwill | 1,689.4 | 1,689.4 | ||||||
Intangible assets other than goodwill | 572.9 | 617.6 | ||||||
Deferred charges and other | 150.9 | 208.2 | ||||||
$ | 7,991.4 | $ | 8,274.0 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 36.9 | $ | 30.9 | ||||
Accrued expenses | 194.2 | 151.0 | ||||||
Interest payable | 7.8 | 8.0 | ||||||
Current portion of long-term debt | 191.3 | 0.1 | ||||||
Total current liabilities | 430.2 | 190.0 | ||||||
Long-term debt | 5,151.6 | 5,551.3 | ||||||
Deferred income taxes | 1,588.1 | 1,600.5 | ||||||
Due to affiliates, net | 59.4 | 47.4 | ||||||
Deferred credits and other | 23.8 | 21.9 | ||||||
7,253.1 | 7,411.1 | |||||||
Total CMBS Properties Stockholders’ equity | 738.3 | 858.0 | ||||||
Non-controlling interests | — | 4.9 | ||||||
Total Stockholder’s equity | 738.3 | 862.9 | ||||||
$ | 7,991.4 | $ | 8,274.0 | |||||
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CMBS Properties
Condensed Combined Statements of Operations
(Unaudited)
Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In millions) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Revenues | ||||||||||||||||
Casino | $ | 323.0 | $ | 350.1 | $ | 968.6 | $ | 1,047.7 | ||||||||
Food and beverage | 130.2 | 136.6 | 382.6 | 412.5 | ||||||||||||
Rooms | 109.4 | 108.2 | 325.9 | 332.0 | ||||||||||||
Other | 51.3 | 50.4 | 144.6 | 146.1 | ||||||||||||
Less: casino promotional allowances | (93.7 | ) | (104.6 | ) | (282.9 | ) | (306.6 | ) | ||||||||
Net revenues | 520.2 | 540.7 | 1,538.8 | 1,631.7 | ||||||||||||
Operating expenses | ||||||||||||||||
Direct | ||||||||||||||||
Casino | 168.8 | 167.2 | 498.2 | 498.2 | ||||||||||||
Food and beverage | 62.5 | 64.7 | 180.4 | 191.6 | ||||||||||||
Rooms | 27.0 | 23.7 | 78.9 | 71.9 | ||||||||||||
Property general, administrative and other | 133.4 | 130.8 | 391.0 | 385.5 | ||||||||||||
Depreciation and amortization | 40.6 | 41.9 | 122.0 | 120.5 | ||||||||||||
Write-downs, reserves and recoveries | 4.7 | 7.3 | 19.5 | 28.3 | ||||||||||||
Impairment of intangible assets | — | 204.0 | — | 459.1 | ||||||||||||
Equity in (income)/loss interests in non-consolidated affiliates | (0.2 | ) | 0.8 | (1.3 | ) | 2.2 | ||||||||||
Corporate expense | 17.9 | 9.2 | 37.3 | 24.6 | ||||||||||||
Amortization of intangible assets | 14.9 | 14.9 | 44.7 | 44.7 | ||||||||||||
Total operating expenses | 469.6 | 664.5 | 1,370.7 | 1,826.6 | ||||||||||||
Income/(loss) from operations | 50.6 | (123.8 | ) | 168.1 | (194.9 | ) | ||||||||||
Interest expense, net of interest capitalized | (65.5 | ) | (64.0 | ) | (195.8 | ) | (194.7 | ) | ||||||||
Gains on early extinguishments of debt | 77.4 | — | 53.3 | — | ||||||||||||
Other income, including interest income | 0.1 | 0.2 | 0.4 | 0.5 | ||||||||||||
Income/(loss) before income taxes | 62.6 | (187.6 | ) | 26.0 | (389.1 | ) | ||||||||||
(Provision)/benefit for income taxes | (24.9 | ) | 19.0 | (11.8 | ) | 1.0 | ||||||||||
Income/(loss), net of tax | 37.7 | (168.6 | ) | 14.2 | (388.1 | ) | ||||||||||
Less: net income attributable to non-controlling interests | — | (1.2 | ) | — | (4.3 | ) | ||||||||||
Net income/(loss) attributable to CMBS Properties | $ | 37.7 | $ | (169.8 | ) | $ | 14.2 | $ | (392.4 | ) | ||||||
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CMBS Properties
Condensed Combined Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30, | ||||||||
(In millions) | 2010 | 2009 | ||||||
Cash flows provided by operating activities | $ | 172.3 | $ | 283.8 | ||||
Cash flows provided by/(used in) investing activities | ||||||||
Land, buildings, riverboats and equipment additions, net of change in construction payables | (20.0 | ) | (19.5 | ) | ||||
Distributions from (advances to) non-consolidated affiliates | 2.5 | (2.2 | ) | |||||
Other | (0.3 | ) | (1.3 | ) | ||||
Cash flows used in investing activities | (17.8 | ) | (23.0 | ) | ||||
Cash flows used in financing activities | ||||||||
Cash paid in connection with early extinguishments of debt | (53.6 | ) | — | |||||
Debt issuance costs | (2.3 | ) | — | |||||
Discount on debt | (38.8 | ) | — | |||||
Non-controlling interests’ distributions, net of contributions | — | (4.0 | ) | |||||
Other | (0.1 | ) | — | |||||
Transfers and distributions to affiliates | (115.8 | ) | (286.4 | ) | ||||
Cash flows used in financing activities | (210.6 | ) | (290.4 | ) | ||||
Effect of deconsolidation of variable interest entities | (1.1 | ) | — | |||||
Net decrease in cash and cash equivalents | (57.2 | ) | (29.6 | ) | ||||
Cash and cash equivalents, beginning of period | 134.7 | 109.5 | ||||||
Cash and cash equivalents, end of period | $ | 77.5 | $ | 79.9 | ||||
Cash paid for interest, net of amount capitalized | $ | 137.9 | $ | 171.7 | ||||
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Overall Summary Statements of Operations Information for CMBS Properties
Quarter and Year-to-Date Results
Quarter ended September 30, | Percentage Increase/ (Decrease) | Nine months ended September 30, | Percentage Increase/ (Decrease) | |||||||||||||||||||||
(In millions) | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||||
Casino revenues | $ | 323.0 | $ | 350.1 | (7.7 | )% | $ | 968.6 | $ | 1,047.7 | (7.5 | )% | ||||||||||||
Net revenues | 520.2 | 540.7 | (3.8 | )% | 1,538.8 | 1,631.7 | (5.7 | )% | ||||||||||||||||
Income/(loss) from operations | 50.6 | (123.8 | ) | N/M | 168.1 | (194.9 | ) | N/M | ||||||||||||||||
Impairment charges | — | 204.0 | (100.0 | )% | — | 459.1 | (100.0 | )% | ||||||||||||||||
Income from operations before impairment charges | 50.6 | 80.2 | (36.9 | )% | 168.1 | 264.2 | (36.4 | )% | ||||||||||||||||
Income/(loss), net of tax | 37.7 | (168.6 | ) | N/M | 14.2 | (388.1 | ) | N/M | ||||||||||||||||
Net income/(loss) attributable to CMBS Properties | 37.7 | (169.8 | ) | N/M | 14.2 | (392.4 | ) | N/M | ||||||||||||||||
Operating margin | 9.7 | % | (22.9 | )% | 32.6 | pts | 10.9 | % | (11.9 | )% | 22.8 | pts | ||||||||||||
Operating margin before impairment charges | 9.7 | % | 14.8 | % | (5.1 | ) pts | 10.9 | % | 16.2 | % | (5.3 | ) pts |
N/M = Not Meaningful
Revenues for the quarter and nine months ended September 30, 2010 declined primarily due to the continuing impact of the recession on customers’ discretionary spending. Included in the loss from operations for the quarter and nine months ended September 30, 2009 is a charge of $204.0 million and $459.1 million, respectively, for impairments of goodwill on certain Las Vegas properties. This charge was the result of an assessment for impairment that was prompted by the relative impact of weak economic conditions on certain of the CMBS properties.
Prior to consideration of impairment charges, income from operations declined for the quarter and nine months ended September 30, 2010 when compared with the prior year periods primarily driven by the income impact of reduced revenues. Income from continuing operations, net of tax for the quarter and nine months ended September 30, 2010 includes net gains on early extinguishments of debt of $77.4 million and $53.3 million, respectively.
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Other Factors Affecting Net Income
Quarter and Year-to-Date Results
Quarter Ended September 30, | Percentage Increase/ (Decrease) | Nine Months Ended September 30, | Percentage Increase/ (Decrease) | |||||||||||||||||||||
(In millions) Expense/(Income) | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||||
Corporate expense | $ | 17.9 | $ | 9.2 | 94.6 | % | $ | 37.3 | $ | 24.6 | 51.6 | % | ||||||||||||
Write-downs, reserves and recoveries | 4.7 | 7.3 | (35.6 | )% | 19.5 | 28.3 | (31.1 | )% | ||||||||||||||||
Impairment of intangible assets, including goodwill | — | 204.0 | (100.0 | )% | — | 459.1 | (100.0 | )% | ||||||||||||||||
Amortization of intangible assets | 14.9 | 14.9 | — | % | 44.7 | 44.7 | — | % | ||||||||||||||||
Interest expense, net | 65.5 | 64.0 | 2.3 | % | 195.8 | 194.7 | 0.6 | % | ||||||||||||||||
Gains on early extinguishment of debt | (77.4 | ) | — | N/M | (53.3 | ) | — | N/M | ||||||||||||||||
Other income | (0.1 | ) | (0.2 | ) | 50.0 | % | (0.4 | ) | (0.5 | ) | 20.0 | % | ||||||||||||
Provision/(benefit) for income taxes | 24.9 | (19.0 | ) | N/M | 11.8 | (1.0 | ) | N/M | ||||||||||||||||
Income attributable to non-controlling interests | — | 1.2 | (100.0 | )% | — | 4.3 | (100.0 | )% |
N/M = Not Meaningful
Corporate expense for the quarter and nine months ended September 30, 2010 varied versus 2009 due to fluctuations in the corporate expense allocations during each of the respective periods.
Write-downs, reserves and recoveries include various pretax charges to record certain long-lived tangible asset impairments, contingent liability reserves, demolition costs and other non-routine transactions. Given the nature of the transactions included within write-downs, reserves and recoveries, these amounts are not expected to be comparable from year-to-year, nor are the amounts expected to follow any particular trend from year-to-year. For the quarter ended September 30, 2010, total write-downs, reserves and recoveries, comprised primarily of remediation costs, were $4.7 million, a reduction of $2.6 million from the comparable quarter of 2009. For the nine months ended September 30, 2010, total write-downs, reserves and recoveries, comprised primarily of remediation costs, were $19.5 million, a reduction of $8.8 million from the comparable period of 2009.
Interest expense increased by $1.5 million for the quarter ended September 30, 2010 compared to the same period in 2009. Interest expense for the quarter ended September 30, 2010, as a result of the interest rate cap agreement, includes (i) $1.5 million of expense due to changes in fair value for derivatives not designated as hedging instruments; and (iii) $6.7 million of expense due to amortization of deferred losses frozen in other comprehensive income. Interest expense increased by $1.1 million for the first nine months ended September 30, 2010 compared to the same period in 2009. Interest expense for the first nine months ended September 30, 2010, as a result of the interest rate cap agreement, includes (i) $10.9 million of expense due to measured ineffectiveness and amounts excluded from effectiveness testing for derivatives designated as hedging instruments; (ii) $8.9 million of expense due to changes in fair value of derivatives not designated as hedging instruments; and (iii) $16.2 million of expense due to amortization of deferred losses frozen in other comprehensive income.
During the fourth quarter of each year, we perform annual assessments for impairment of goodwill and other intangible assets that are not subject to amortization as of September 30. We perform assessments for impairment of goodwill and other intangible assets more frequently if impairment indicators exist. Our assessment of goodwill and certain intangible assets for impairment during the third quarter of 2009 resulted in a charge of $204.0 million, bringing the total charges to $459.1 million for the nine months ended September 30, 2009.
In the fourth quarter of 2009, we purchased $948.8 million of face value of CMBS Loans for $237.2 million. Pursuant to the terms of the amendment, we have agreed to pay lenders selling CMBS Loans during the fourth quarter 2009 an additional $48.0 million for their loans previously sold, to be paid no later than December 31, 2010. This additional liability was recorded as a loss on early extinguishment of debt during the first quarter of 2010 .
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In June 2010, we purchased $46.6 million face value of CMBS Loans for $22.6 million, recognizing a net gain on the transaction of approximately $23.3 million during the second quarter of 2010. In September 2010, in connection with the amendment, we purchased $123.8 million face value of CMBS Loans for $37.1 million, of which $31.0 million was paid at the closing of the CMBS amendment, and the remainder of which will be paid prior to December 31, 2010. We recognized a pre-tax gain on the transaction of approximately $77.4 million, net of deferred finance charges.
For the 2010 third quarter, the CMBS Properties recorded a tax provision of $24.9 million on pre-tax income from continuing operations of $62.6 million, compared with a tax benefit of $19.0 million on a pre-tax loss from continuing operations of $187.6 million in the 2009 third quarter. The CMBS Properties’ third quarter 2010 recorded provision was unfavorably impacted by the effects of state income taxes and discrete items. Year-to-date 2010, the CMBS Properties recorded a tax provision of $11.8 million on pre-tax income from continuing operations of $26.0 million, compared with a tax benefit of $1.0 million on a pre-tax loss from continuing operations of $389.1 million for year-to-date 2009.
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LIQUIDITY AND CAPITAL RESOURCES
Cost Savings Initiatives
In light of the severe economic downturn and adverse conditions in the travel and leisure industry generally, Harrah's Entertainment has undertaken a comprehensive cost reduction effort to right-size expenses with business levels. Beginning in August 2008, the program includes organizational restructurings at our corporate and property operations, reduction of employee travel and entertainment expenses, rationalization of our corporate-wide marketing expenses, procurement and headcount reductions at property operations and corporate offices. As of September 30, 2010, Harrah's Entertainment has identified $85.6 million of identified estimated cost savings from these initiatives that remained to be realized.
In accordance with our shared services agreement with Harrah's Entertainment, $196.1 million in estimated future cost savings have been allocated to CMBS properties. In addition, the CMBS properties have realized cost savings of $172.1 million during the trailing twelve months ended September 30, 2010.
Capital Spending
We perform on-going refurbishment and maintenance at our casino entertainment facilities to maintain our quality standards. Construction-related costs incurred after the receipt of necessary approvals are capitalized and depreciated over the estimated useful life of the resulting asset. Project opening costs are expensed as incurred. We also may pursue growth capital projects at our properties.
The commitment of capital, the timing of completion of capital projects are contingent upon, among other things, negotiation of final agreements and receipt of approvals from the appropriate political and regulatory bodies. We must also comply with covenants and restrictions set forth in the CMBS Loan Agreement. Cash needed to finance capital projects is expected to be made available from operating cash flows or joint venture partners. Our capital spending for the quarter and nine months ended September 30, 2010, totaled approximately $4.6 million and $20.0 million, respectively. Total capital expenditures for 2010 are expected to be between $25.0 million and $35.0 million.
Liquidity
We generate substantial cash flows from operating activities, as reflected on the Combined Statements of Cash Flows in our audited combined financial statements. We use the cash flows generated by our operations to fund debt service and to reinvest in existing properties for both refurbishment and expansion projects. Prior to the CMBS Loan Agreement, excess cash was distributed to Harrah's Entertainment, Inc. This practice has been further revised under the CMBS Loan Agreement, as described underAmendment to CMBS Financingon the next page.
Our ability to fund our operations, pay our debt obligations and fund planned capital expenditures depends, in part, upon economic and other factors that are beyond our control, and restrictive covenants related to our existing debt impact our ability to secure additional funds through financing activities. We believe that our cash and cash equivalents balance and our cash flows from operations will be sufficient to meet our normal operating requirements during the next twelve months and to fund capital expenditures.
We cannot assure you that our business will generate sufficient cash flows from operations to fund our liquidity needs and pay our indebtedness. If we are unable to meet our liquidity needs or pay our indebtedness when it is due, we may have to reduce or delay refurbishment and expansion projects, reduce expenses, sell assets or attempt to restructure our debt. In addition, we have pledged a significant portion of our assets as collateral under our CMBS Financing agreements, and if any of our lenders accelerate the repayment of borrowings, there can be no assurance that we will have sufficient assets to repay our indebtedness.
Our cash and cash equivalents totaled $77.5 million at September 30, 2010, compared to $134.7 million at December 31, 2009.
Capital Resources
All of the debt under the CMBS Loan Agreement (and related loan agreements) is due in 2015, assuming we exercise all available extensions. Payments of short-term debt obligations and other commitments are expected to be made from operating cash flows. Long-term obligations are expected to be paid through operating cash flows, refinancing of debt, or joint venture partners.
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Interest and Fees
We make monthly interest payments on our CMBS financing.
Restrictive Covenants and Other Matters
The CMBS Financing includes negative covenants, subject to certain exceptions, restricting or limiting the ability of the borrowers and operating companies under the CMBS Financing (collectively, the “CMBS entities”) to, among other things: (i) incur additional debt; (ii) create liens on assets; (iii) make certain investments, loans and advances; (iv) consolidate, merge, sell or otherwise dispose of all or any part of its assets or to purchase, lease or otherwise acquire all or any substantial part of assets of any other person; (v) enter into certain transactions with its affiliates; (vi) engage in any business other than the ownership of the properties and business activities ancillary thereto; and (vi) amend or modify the articles or certificate of incorporation, by-laws and certain agreements. The CMBS Financing also includes affirmative covenants that require the CMBS entities to, among other things, maintain the borrowers as “special purpose entities”, maintain certain reserve funds in respect of FF&E, taxes, and insurance, and comply with other customary obligations for CMBS real estate financings. In addition, the CMBS Financing obligates the CMBS entities to apply excess cash flow from the CMBS properties in certain specified manners, depending on the outstanding principal amount of various tranches of the CMBS loans and other factors. These obligations will limit the amount of excess cash flow from the CMBS entities that may be distributed to Harrah’s Entertainment, Inc. For example, the CMBS entities are required to use 100% of excess cash flow to make ongoing mandatory offers on a quarterly basis to purchase CMBS mezzanine loans at discounted prices from the holders thereof. To the extent such offers are accepted, such excess cash flow will need to be so utilized and will not be available for distribution to Harrah’s Entertainment, Inc. To the extent such offers are not accepted with respect to any fiscal quarter, the amount of excess cash flow that may be distributed to Harrah’s Entertainment, Inc. is limited to 85% of excess cash flow with respect to such quarter. In addition, the CMBS Financing provides that once the aggregate principal amount of the CMBS mezzanine loans is less than or equal to $625.0 million, the mortgage loan will begin to amortize on a quarterly basis in an amount equal to the greater of 100% of excess cash flow for such quarter and $31.25 million. If the CMBS mortgage loan begins to amortize, the excess cash flow from the CMBS entities will need to be utilized in connection with such amortization and will not be available for distribution to Harrah’s Entertainment, Inc.
Amendment to CMBS Financing
On August 31, 2010, we executed an agreement with the lenders under our CMBS financing to amend the terms of our CMBS financing to, among other things, (i) provide our subsidiaries that are borrowers under the CMBS mortgage loan and/or related mezzanine loans (“CMBS Loans”) the right to extend the maturity of the CMBS Loans, subject to certain conditions, by up to 2 years until February 2015, (ii) amend certain terms of the CMBS Loans with respect to reserve requirements, collateral rights, property release prices and the payment of management fees, (iii) provide for ongoing mandatory offers to repurchase CMBS Loans using excess cash flow from the CMBS entities at discounted prices, (iv) provide for the amortization of the mortgage loan in certain minimum amounts upon the occurrence of certain conditions and (v) provide for certain limitations with respect to the amount of excess cash flow from the CMBS entities that may be distributed to us. Any CMBS Loan purchased pursuant to the amendments will be canceled.
In addition, management agreements were entered into that, upon receipt of requisite gaming approvals, require each management company be paid a management fee for the provision of services, in addition to reimbursement of expenses. The payment of management fees, however, may be limited from time to time pursuant to the terms of the CMBS Loan Agreement.
In the fourth quarter of 2009, we purchased $948.8 million of face value of CMBS Loans for approximately $237.2 million. Pursuant to the terms of the amendment, we have agreed to pay lenders selling CMBS Loans during the fourth quarter 2009 an additional $48.0 million for their loans previously sold, to be paid no later than December 31, 2010. This additional liability was recorded as a loss on early extinguishment of debt during the quarter ended March 31, 2010. In addition, on September 1, 2010, we purchased approximately $123.8 million of face value of CMBS Loans for $37.1 million, of which $31.0 million was paid at the closing of the CMBS Loan Agreement, and the remainder of which will be paid prior to December 31, 2010.
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Derivative Instruments – Interest Rate Cap Agreements
On January 28, 2008, we entered into an interest rate cap agreement to partially hedge the risk of future increases in the variable rate of the CMBS Financing. The interest rate cap agreement, which was effective January 28, 2008 and terminates February 13, 2013, is for a notional amount of $6,500.0 million at a LIBOR cap rate of 4.5%. The interest rate cap was designated as a cash flow hedging instrument for accounting purposes on May 1, 2008.
On November 30, 2009, we purchased and extinguished approximately $948.8 million of the CMBS Financing. The hedging relationship between the CMBS Financing and the interest rate cap has remained effective subsequent to the debt extinguishment. As a result of the extinguishment, in the fourth quarter 2009, we reclassified approximately $12.1 million of deferred losses out of accumulated other comprehensive income and into interest expense associated with hedges for which the forecasted future transactions are no longer probable of occurring.
On January 31, 2010, we removed the cash flow hedge designation for the $6,500.0 million interest rate cap, freezing the amount of deferred losses recorded in Accumulated Other Comprehensive Loss associated with the interest rate cap. Beginning February 1, 2010, we began amortizing deferred losses frozen in Accumulated Other Comprehensive Loss into income over the original remaining term of the hedge forecasted transactions that are still probable of occurring. For the quarter and nine months ended September 30, 2010, we recorded $6.7 million and $16.2 million, respectively, as an increase to interest expense, and we will record an additional $20.9 million as an increase to interest expense and Accumulated Other Comprehensive Loss over the next 12 months, all related to deferred losses on the interest rate cap. In connection with the extinguishment of $46.6 million of the CMBS Financing, on June 7, 2010, we reclassified approximately $1.0 million of deferred losses recorded in Accumulated Other Comprehensive Loss associated with the interest rate cap into interest expense associated with hedges for which the forecasted transactions are no longer probable of occurring.
On January 31, 2010, we re-designated $4,650.0 million of the interest rate cap as a cash flow hedging instrument for accounting purposes. Any future changes in fair value of the portion of the interest rate cap not designated as a hedging instrument will be recognized in interest expense during the period in which the changes in value occur.
As part of the CMBS Loan Agreement, in order to extend the maturity of the CMBS Loans under the extension option, we will be required to extend our interest rate cap agreement to cover the two years of extended maturity of the CMBS Loans, with a maximum aggregate purchase price for such extended interest rate cap for $5.0 million. We have funded the $5.0 million obligation in connection with the closing of the CMBS Loan Agreement on September 1, 2010.
GUARANTEES OF THIRD-PARTY DEBT AND OTHER OBLIGATIONS AND COMMITMENTS
The tables below summarize, as of September 30, 2010, significant additions to or changes in the CMBS Properties’ contractual obligations and other commitments through their respective maturity or ending dates.
Contractual Obligations(a) (In millions) | September 30, 2010 | December 31, 2009 | Increase/ (Decrease) | |||||||||
Face value of debt, including capital lease obligations | $ | 5,380.9 | $ | 5,551.5 | $ | (170.6 | ) | |||||
Estimated interest payments(b) | 419.7 | 565.8 | (146.1 | ) | ||||||||
Operating lease obligations | 8.4 | 13.0 | (4.6 | ) | ||||||||
Purchase order obligations | 6.8 | 8.8 | (2.0 | ) | ||||||||
Construction commitments | 9.7 | 18.6 | (8.9 | ) | ||||||||
Entertainment obligations | 27.2 | 38.7 | (11.5 | ) | ||||||||
Other contractual obligations | 5.4 | 6.8 | (1.4 | ) |
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(a) | In addition to the contractual obligations disclosed in this table, we have unrecognized tax benefits that, based on uncertainties associated with the items, we are unable to make reasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities. |
(b) | We are permitted to extend the maturity of the CMBS Loans from 2013 to 2015, subject to satisfying certain conditions, in connection with the amendment to the CMBS Facilities. If our options to extend the maturity are exercised, contractual interest payments would increase by approximately $333.2 million. |
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