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Significant Accounting Policies
6 Months Ended
Jun. 30, 2012
Significant Accounting Policies  
Significant Accounting Policies

3.    Significant Accounting Policies

  • Cash and Cash Equivalents

            We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents are in excess of FDIC and SIPC insurance limits.

  • Marketable and Non-Marketable Securities

            Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties that have been sold.

            The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another other-than-temporary impairment is deemed to have occurred.

            Our investments in Capital Shopping Centres Group PLC, or CSCG, and Capital & Counties Properties PLC, or CAPC, are accounted for as available-for-sale securities. These investments are adjusted to their quoted market price, including a related foreign exchange component, with corresponding adjustment in other comprehensive income (loss). At June 30, 2012, we owned 35.4 million shares each of CSCG and of CAPC. At June 30, 2012, the market value of our investments in CSCG and CAPC was $178.8 million and $116.4 million, respectively, with an aggregate unrealized gain on these investments of $63.4 million. The market value of our investments in CSCG and CAPC at December 31, 2011 was $170.7 million and $100.9 million, respectively, with an aggregate unrealized gain of $39.7 million.

            Net unrealized gains recorded in other comprehensive income (loss) as of June 30, 2012 and December 31, 2011 were $65.7 million and $41.9 million, respectively, and represent the valuation and related currency adjustments for our marketable securities. As of June 30, 2012, we do not consider any of the declines in value of our marketable and non-marketable securities to be an other-than-temporary impairment, as these market value declines, if any, have existed for a short period of time, and, in the case of debt securities, we have the ability and intent to hold these securities to maturity.

            Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

            As of June 30, 2012 and December 31, 2011, we also had investments of $24.9 million, which must be used to fund the debt service requirements of mortgage debt related to investment properties sold that previously collateralized the debt. These investments are classified as held-to-maturity and are recorded at amortized cost as we have the ability and intent to hold these investments to maturity.

            At June 30, 2012 and December 31, 2011, we had investments of $105.1 million in non-marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary impairment in their estimated fair value and determined that no adjustment in the carrying value was required.

  • Loans Held for Investment

            From time to time, we may make investments in mortgage loans or mezzanine loans of third parties that own and operate commercial real estate assets located in the United States. Mortgage loans are secured, in part, by mortgages recorded against the underlying properties which are not owned by us. Mezzanine loans are secured, in part, by pledges of ownership interests of the entities that own the underlying real estate. Loans held for investment are carried at cost, net of any premiums or discounts which are accreted or amortized over the life of the related loan receivable utilizing the effective interest method. We evaluate the collectability of both interest and principal of each of these loans quarterly to determine whether the value has been impaired. A loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the loan held for investment to its estimated realizable value.

            At June 30, 2012 and December 31, 2011, we had investments in mortgage and mezzanine loans with an aggregate carrying value of $86.4 million and $162.8 million, respectively. In April 2012, one of these mortgage loans with a principal balance of $76.8 million was repaid in its entirety. The remaining two loans held at June 30, 2012 mature in October 2012. One loan requires interest-only payments while the other requires payments of interest and principal based on a 30 year amortization schedule. Interest rates on these loans are fixed at 5.9% and 7.0% per annum, respectively, with a weighted average interest rate of 6.6% and approximate market rates for instruments of similar quality and duration. During the six months ended June 30, 2012 and June 30, 2011, we recorded $5.0 million and $13.9 million, respectively, in interest income earned from these loans. Payments on each of these loans were current as of June 30, 2012.

            On December 9, 2011, we paid consideration of $88.8 million to acquire a 50% equity interest in two real estate developments for which we are the construction lender. The loans primarily bear interest at 7.0% and mature in May and July 2013. At June 30, 2012 and December 31, 2011, the aggregate amount drawn on the loans was $106.9 million and $50.7 million, respectively. We consolidated these assets as of the date we acquired our equity interest and, accordingly, amounts drawn on the loans are eliminated in consolidation.

  • Fair Value Measurements

            Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

            We hold marketable securities that totaled $454.4 million and $417.0 million at June 30, 2012 and December 31, 2011, respectively, and are considered to have Level 1 fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $6.6 million and $12.2 million at June 30, 2012 and December 31, 2011, respectively, and a gross asset value of $0.1 million and $14.9 million at June 30, 2012 and December 31, 2011, respectively. We also have interest rate cap agreements with nominal values.

            Note 6 includes a discussion of the fair value of debt measured using Level 1 and Level 2 inputs. Note 5 includes a discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates.

  • Noncontrolling Interests and Temporary Equity

            Details of the carrying amount of our noncontrolling interests are as follows:

 
  As of
June 30,
2012
  As of
December 31,
2011

Limited partners' interests in the Operating Partnership

  $ 1,186,052   $ 953,622

Nonredeemable noncontrolling deficit interests in properties, net

    (634)     (59,000)
         

Total noncontrolling interests reflected in equity

  $ 1,185,418   $ 894,622
         

            The remaining interest in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity within limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties in the accompanying consolidated balance sheets. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. There are no noncontrolling interests redeemable at amounts in excess of fair value.

            Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties and preferred distributions payable by the Operating Partnership) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

            A rollforward of noncontrolling interests reflected in equity is as follows:

 
  For the Three Months
Ended June 30,
  For the Six Months
Ended June 30,
 
  2012   2011   2012   2011

Noncontrolling interests, beginning of period

  $ 1,215,628   $ 771,152   $ 894,622   $ 802,972

Net Income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties

    42,308     44,088     175,318     83,029

Distributions to noncontrolling interest holders

    (61,107)     (49,993)     (119,205)     (120,386)

Other comprehensive income (loss) allocable to noncontrolling interests:

                       

Unrealized (loss) gain on interest rate hedge agreements

    (1,395)     (1,294)     1,006     (3,194)

Net loss on derivative instruments reclassified from accumulated comprehensive loss into interest expense

    858     647     1,716     1,318

Currency translation adjustments

    (10,957)     1,489     (3,433)     5,228

Changes in available-for-sale securities and other

    (138)     4,334     3,819     4,677
                 

 

    (11,632)     5,176     3,108     8,029
                 

Adjustment to limited partners' interest from (decreased) increased ownership in the Operating Partnership

    (7,547)     (947)     156,299     (6,585)

Units issued to limited partners

                202

Units exchanged for common shares

    (2,600)     (3,712)     (4,018)     (5,923)

Purchase of noncontrolling interest and other

    10,368     8,130     79,294     12,556
                 

Noncontrolling interests, end of period

  $ 1,185,418   $ 773,894   $ 1,185,418   $ 773,894
                 
  • Derivative Financial Instruments

            We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there was no significant ineffectiveness from any of our derivative activities during the period. We formally designate any instrument that meets these hedging criteria, including borrowings in a foreign currency, as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

            As of June 30, 2012, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative
  Number of
Instruments
  Notional Amount
Interest Rate Swaps     3   $484.7 million
Interest Rate Caps     6   $444.4 million

            The carrying value of our interest rate swap agreements, at fair value, is a net liability balance of $6.2 million and $10.0 million at June 30, 2012 and December 31, 2011, respectively, and is included in other liabilities. The interest rate cap agreements were of nominal value at June 30, 2012 and December 31, 2011 and we generally do not apply hedge accounting to these arrangements.

            We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. Approximately ¥4.9 billion remains as of June 30, 2012 for all forward contracts that we expect to receive through January 5, 2015. The June 30, 2012 net liability balance related to these forward contracts was $0.3 million, of which $0.4 million is included in other liabilities and $0.1 million is included in deferred costs and other assets. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts.

            In 2011, we entered into a Euro:USD forward contract with a €141.3 million notional value which was designated as a net investment hedge. The December 31, 2011 asset balance related to this forward was $14.9 million and is included in deferred costs and other assets. We apply hedge accounting and the change in fair value for this Euro forward contract is reflected in other comprehensive income. Changes in the value of this hedge are offset by changes in the underlying hedged Euro-denominated joint venture investment. In connection with the sale of our interest in Gallerie Commerciali Italia, S.p.A., or GCI, as further discussed in Note 5, this hedge was terminated in January 2012.

            The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $102.5 million and $115.8 million as of June 30, 2012 and December 31, 2011, respectively.