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Fair Value Measurements
3 Months Ended
Mar. 31, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements
ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units, Series D-13 cumulative redeemable preferred units, and 6.625% Series G and Series I cumulative redeemable preferred units which were redeemed on January 4 and 11, 2018 (see Note 13 - Shareholders' Equity/Partners' Capital)). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy at March 31, 2018 and December 31, 2017, respectively.

(Amounts in thousands)
As of March 31, 2018
 
Total
 
Level 1
 
Level 2
 
Level 3
Marketable securities
$
149,766

 
$
149,766

 
$

 
$

Real estate fund investments
336,552

 

 

 
336,552

Deferred compensation plan assets ($11,392 included in restricted cash and $98,133 in other assets)
109,525

 
70,040

 

 
39,485

Interest rate swaps (included in other assets)
36,678

 

 
36,678

 

Total assets
$
632,521

 
$
219,806

 
$
36,678

 
$
376,037

 
 
 
 
 
 
 
 
Mandatorily redeemable instruments (included in other liabilities)
$
50,561

 
$
50,561

 
$

 
$

 
 
 
 
 
 
 
 
(Amounts in thousands)
As of December 31, 2017
 
Total
 
Level 1
 
Level 2
 
Level 3
Marketable securities
$
182,752

 
$
182,752

 
$

 
$

Real estate fund investments
354,804

 

 

 
354,804

Deferred compensation plan assets ($11,545 included in restricted cash and $97,633 in other assets)
109,178

 
69,050

 

 
40,128

Interest rate swaps (included in other assets)
27,472

 

 
27,472

 

Total assets
$
674,206

 
$
251,802

 
$
27,472

 
$
394,932

 
 
 
 
 
 
 
 
Mandatorily redeemable instruments (included in other liabilities)
$
520,561

 
$
520,561

 
$

 
$

Interest rate swaps (included in other liabilities)
1,052

 

 
1,052

 

Total liabilities
$
521,613

 
$
520,561

 
$
1,052

 
$



16.
Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Real Estate Fund Investments

As of March 31, 2018, we had four real estate fund investments with an aggregate fair value of $336,552,000, or $77,678,000 in excess of cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.8 to 4.8 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs.

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments at March 31, 2018 and December 31, 2017.
 
 
Range
 
Weighted Average
(based on fair value of investments)
Unobservable Quantitative Input
 
March 31, 2018
 
December 31, 2017
 
March 31, 2018
 
December 31, 2017
Discount rates
 
10.0% to 15.1%
 
2.0% to 14.9%
 
12.6%
 
11.9%
Terminal capitalization rates
 
4.7% to 5.8%
 
4.7% to 6.7%
 
5.6%
 
5.5%


The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. 

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the three months ended March 31, 2018 and 2017.
(Amounts in thousands)
For the Three Months Ended March 31,
 
2018
 
2017
Beginning balance
$
354,804

 
$
462,132

Dispositions
(20,291
)
 

Purchases
2,950

 

Net realized (loss) gain on exited investments
(911
)
 
241

Net unrealized loss on held investments

 
(7,187
)
Other, net

 
(240
)
Ending balance
$
336,552

 
$
454,946



16.
Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The third party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the three months ended March 31, 2018 and 2017.
(Amounts in thousands)
For the Three Months Ended March 31,
 
2018
 
2017
Beginning balance
$
40,128

 
$
57,444

Purchases
14

 
463

Sales
(1,635
)
 
(2,737
)
Realized and unrealized gains
678

 
1,075

Other, net
300

 
665

Ending balance
$
39,485

 
$
56,910



Fair Value Measurements on a Nonrecurring Basis

There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets at March 31, 2018 and December 31, 2017.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair values of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair values of our secured and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of March 31, 2018 and December 31, 2017.
(Amounts in thousands)
As of March 31, 2018
 
As of December 31, 2017
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash equivalents
$
1,110,550

 
$
1,111,000

 
$
1,500,227

 
$
1,500,000

Debt:
 
 
 
 
 
 
 
 
Mortgages payable
$
8,164,718

 
$
8,124,000

 
$
8,203,839

 
$
8,194,000

 
Senior unsecured notes
850,000

 
853,000

 
850,000

 
878,000

 
Unsecured term loan
750,000

 
750,000

 
750,000

 
750,000

 
Unsecured revolving credit facilities
80,000

 
80,000

 

 

 
Total
$
9,844,718

(1) 
$
9,807,000

 
$
9,803,839

(1) 
$
9,822,000


____________________
(1)
Excludes $70,241 and $74,352 of deferred financing costs, net and other as of March 31, 2018 and December 31, 2017, respectively.