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Derivative Instruments
9 Months Ended 12 Months Ended
Sep. 30, 2011
Dec. 31, 2010
Derivative Instruments [Abstract]    
Derivative Instruments

Note 6—Derivative Instruments

Derivative Instruments—Interest Rate Swap Agreements

We use interest rate swaps to manage the mix of our debt between fixed and variable rate instruments. As of September 30, 2011, we have entered into eight interest rate swap agreements for notional amounts totaling $5,750.0 million. The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense for the related debt. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. The major terms of the interest rate swap agreements as of September 30, 2011 are as follows:

 

Effective Date

   Notional
Amount
(in millions)
     Fixed Rate
Paid
    Variable Rate
Received as of
Sept. 30, 2011
    Next Reset Date      Maturity Date  

April 25, 2011

   $ 250.0         1.351     0.235     October 25, 2011         January 25, 2015   

April 25, 2011

     250.0         1.347     0.235     October 25, 2011         January 25, 2015   

April 25, 2011

     250.0         1.350     0.235     October 25, 2011         January 25, 2015   

January 25, 2011

     1,000.0         3.233     0.253     October 25, 2011         January 25, 2015   

April 25, 2011

     1,000.0         3.315     0.253     October 25, 2011         January 25, 2015   

January 25, 2011

     1,000.0         3.915     0.253     October 25, 2011         January 25, 2015   

April 25, 2011

     1,000.0         3.385     0.253     October 25, 2011         January 25, 2015   

January 25, 2011

     1,000.0         3.935     0.253     October 25, 2011         January 25, 2015   

The variable rate on our interest rate swap agreements did not materially change as a result of the October 25, 2011 reset.

During the second quarter of 2011, the Company completed transactions to amend and extend certain swap contracts. A $1,000.0 million swap was modified to change the fixed payment rate from 4.172 percent and the maturity date from April 25, 2012. Two $2,000.0 million swaps were split into four $1,000.0 million tranches. The terms were modified to change the fixed payment rates from 4.276 percent and 4.263 percent and the maturity dates from April 25, 2013. The amended payment rates and maturity dates are shown in the table above.

In connection with the transactions to amend and extend the swap contracts, we removed the cash flow hedging designation for those swap agreements, freezing the amount of deferred losses recorded in Accumulated Other Comprehensive Loss ("AOCL"). We are amortizing deferred losses from the amend and extend transactions and other amounts previously frozen in AOCL into income over the original remaining term of the hedged forecasted transactions that are still considered to be probable of occurring. For the quarter and nine months ended September 30, 2011, we amortized $20.6 million and $37.0 million, respectively, out of AOCL to interest expense. We will amortize an additional $73.5 million out of AOCL to interest expense over the next twelve months.

During the second quarter of 2011, we re-designated $4,310.1 million of the amended swap contracts as cash flow hedging instruments. To qualify for cash flow hedge accounting, the total designated swap amounts must match the critical terms such as notional amounts, benchmark interest rates and payment dates of the corresponding debt. At September 30, 2011, $5,060.1 million of our total interest rate swap agreements notional amount of $5,750.0 million are designated as hedging instruments for accounting purposes. Any future changes in fair value of the portion of the interest rate swap agreement not designated as a hedging instrument will be recognized in interest expense during the period in which the changes in value occur.

Derivative Instruments—Interest Rate Cap Agreements

In January, 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 CMBS interest rate cap agreement, which was effective in January, 2008 and terminates February 13, 2013, is for a notional amount of $6,500.0 million at a LIBOR cap rate of 4.5 percent. The CMBS interest rate cap was designated as a cash flow hedging instrument for accounting purposes in May, 2008.

In 2009, we began purchasing and extinguishing portions of the CMBS Financing. The hedging relationship between the CMBS Financing and the interest rate cap remained effective subsequent to each debt extinguishment. In connection with the extinguishments, we reclassified deferred losses out of AOCL and into interest expense associated with hedges for which the forecasted future transactions are no longer probable of occurring. The following table summarizes the face value of debt extinguishments and the amount of deferred losses reclassified out of AOCL (in millions):

 

Extinguishment Date

   Debt Extinguished      Deferred Losses
Reclassified
 

June 7, 2010

   $ 46.6       $ 0.8   

September 1, 2010

     123.8         1.5   

December 13, 2010

     191.3         3.3   

March 11, 2011

     108.1         1.4   

April 1, 2011

     50.0         0.5   

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 AOCL associated with the interest rate cap. Beginning February 1, 2010, we began amortizing deferred losses frozen in AOCL 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, 2011, we recorded $5.2 million and $15.7 million, respectively, as an increase to interest expense. We will record an additional $20.9 million as an increase to interest expense and AOCL over the next twelve months, all related to deferred losses on the interest rate cap.

 

On January 31, 2010, we re-designated $4,650.2 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.

In April, 2010, as required under the the PHW Las Vegas Amended and Restated Loan Agreement, we entered into an interest rate cap agreement to partially hedge the risk of future increases in the variable interest rate of the PHW Las Vegas senior secured loan. The interest rate cap agreement is for a notional amount of $554.3 million at a LIBOR cap rate of 5.0 percent, and matures on December 9, 2011. To give proper consideration to the prepayment requirements of the PHW Las Vegas senior secured loan, we designated $525.0 million of the $554.3 million notional amount of the interest rate cap as a cash flow hedging instrument for accounting purposes. On May 1, 2011, we removed the cash flow hedging designation for the interest rate cap agreement. Any subsequent change in fair value is recognized in interest expense during the period in which the change in value occurs.

Derivative Instruments—Impact on Financial Statements

The following table represents the fair values of derivative instruments in the Consolidated Condensed Balance Sheets as of September 30, 2011 and December 31, 2010:

 

    Asset Derivatives      Liability Derivatives  
    September 30, 2011      December 31, 2010      September 30, 2011     December 31, 2010  
(In millions)   Balance
Sheet
Location
   Fair Value      Balance
Sheet
Location
   Fair Value      Balance
Sheet
Location
   Fair Value     Balance
Sheet
Location
   Fair Value  

Derivatives designated as hedging instruments

                     

Interest rate swaps

     $ —            $ —         Accrued
expenses
   $ —        Accrued
expenses
   $ (21.6

Interest rate swaps

  Deferred
charges
and other
     —         Deferred
charges
and other
     11.6       Deferred
credits
and other
     (335.1   Deferred
credits
and other
     (305.5

Interest rate cap

  Deferred
charges
and other
     0.2       Deferred
charges
and other
     3.7            —             —     
    

 

 

       

 

 

       

 

 

      

 

 

 

Subtotal

       0.2            15.3            (335.1        (327.1

Derivatives not designated as hedging instruments

                     

Interest rate swaps

       —              —         Deferred
credits
and other
     (19.7   Deferred
credits
and other
     (32.2

Interest rate cap

  Deferred
charges
and other
     0.1       Deferred
charges
and other
     1.5            —             —     
    

 

 

       

 

 

       

 

 

      

 

 

 

Subtotal

       0.1            1.5            (19.7        (32.2
    

 

 

       

 

 

       

 

 

      

 

 

 

Total Derivatives

     $        0.3          $      16.8          $   (354.8      $   (359.3
    

 

 

       

 

 

       

 

 

      

 

 

 

 

The following table represents the effect of derivative instruments in the Consolidated Condensed Statements of Operations for the quarters ended September 30, 2011 and 2010 for amounts transferred into or out of AOCL:

 

(In millions)

  Amount of (Gain) or
Loss Recognized in
AOCL (Effective
Portion)
    Location of (Gain) or
Loss Reclassified
From AOCL Into
Income

(Effective Portion)
  Amount of (Gain) or
Loss Reclassified
from AOCL into
Income

(Effective Portion)
    Location of (Gain) or
Loss Recognized in
Income (Ineffective
Portion)
  Amount of (Gain) or
Loss Recognized in
Income (Ineffective
Portion)
 

Derivatives designated
as hedging instruments

  Quarter
Ended
Sept. 30,
2011
    Quarter
Ended
Sept. 30,
2010
        Quarter
Ended
Sept. 30,
2011
    Quarter
Ended
Sept. 30,
2010
        Quarter
Ended
Sept. 30,
2011
    Quarter
Ended
Sept. 30,
2010
 

Interest rate contracts

  $ 72.6      $ 19.1      Interest expense   $ 40.5      $ 9.1      Interest expense   $ (78.7   $ (6.4

 

(In millions)

      Amount of (Gain) or
Loss Recognized in
Income
 

Derivatives not

designated as hedging

instruments

  Location of (Gain) or
Loss Recognized in
Income
  Quarter
Ended
Sept. 30,
2011
    Quarter
Ended
Sept. 30,
2010
 

Interest rate contracts

  Interest expense   $ 6.3      $ 1.0   

The following table represents the effect of derivative instruments in the Consolidated Condensed Statements of Operations for the nine months ended September 30, 2011 and 2010 for amounts transferred into or out of AOCL:

 

(In millions)

  Amount of (Gain) or
Loss Recognized in
AOCL (Effective
Portion)
    Location of (Gain) or
Loss Reclassified
From AOCL Into
Income

(Effective Portion)
  Amount of (Gain) or
Loss Reclassified
from AOCL into
Income

(Effective Portion)
    Location of (Gain) or
Loss Recognized in
Income (Ineffective
Portion)
  Amount of (Gain) or
Loss Recognized in
Income (Ineffective
Portion)
 

Derivatives designated
as hedging instruments

  Nine
Months
Ended
Sept. 30,
2011
    Nine
Months
Ended
Sept. 30,
2010
        Nine
Months
Ended
Sept. 30,
2011
    Nine
Months
Ended
Sept. 30,
2010
        Nine
Months
Ended
Sept. 30,
2011
    Nine
Months
Ended
Sept. 30,
2010
 

Interest rate contracts

  $ 74.4      $ 143.0      Interest expense   $ 59.8      $ 23.4      Interest expense   $ (74.3   $ (55.1

 

(In millions)

      Amount of (Gain) or
Loss Recognized in
Income

Derivatives not

designated as hedging

instruments

  Location of (Gain) or
Loss Recognized in
Income
  Nine
Months
Ended
Sept. 30,
2011
  Nine
Months
Ended
Sept. 30,
2010

Interest rate contracts

  Interest expense   $11.9   $10.8

In addition to the impact on interest expense from amounts reclassified from AOCL, the difference to be paid or received under the terms of the interest rate swap agreements is recognized as interest expense and is paid quarterly. This cash settlement portion of the interest rate swap agreements increased interest expense for the quarters ended September 30, 2011 and 2010 by approximately $41.0 million and $64.8 million, respectively. This cash settlement portion of the interest rate swap agreements increased interest expense for the nine months ended September 30, 2011 and 2010 by approximately $158.3 million and $199.3 million, respectively.

At September 30, 2011, our variable-rate debt, excluding the aforementioned $5,060.1 million of variable-rate debt hedged using interest rate swap agreements, represents approximately 31.2 percent of our total debt, while our fixed-rate debt is approximately 68.8 percent of our total debt.

Note 8—Derivative Instruments

Derivative Instruments—Interest Rate Swap Agreements

We use interest rate swaps to manage the mix of our debt between fixed and variable rate instruments. As of December 31, 2010 we have entered into 13 interest rate swap agreements, three of which have effective dates starting in 2011. As a result of staggering the effective dates, we have a notional amount of $6,500.0 million outstanding through April 25, 2011, and a notional amount of $5,750.0 million outstanding beginning after April 25, 2011. The difference to be paid or received under the terms of the interest rate swap agreements is accrued as interest rates change and recognized as an adjustment to interest expense for the related debt. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows. The major terms of the interest rate swap agreements as of December 31, 2010 are as follows:

 

Effective Date

   Notional
Amount
     Fixed  Rate
Paid
    Variable Rate
Received as of
Dec. 31, 2010
   

Next Reset Date

  

Maturity

Date

     (In millions)                        

April 25, 2007

   $ 200         4.898     0.288   January 25, 2011    April 25, 2011

April 25, 2007

     200         4.896     0.288   January 25, 2011    April 25, 2011

April 25, 2007

     200         4.925     0.288   January 25, 2011    April 25, 2011

April 25, 2007

     200         4.917     0.288   January 25, 2011    April 25, 2011

April 25, 2007

     200         4.907     0.288   January 25, 2011    April 25, 2011

September 26, 2007

     250         4.809     0.288   January 25, 2011    April 25, 2011

September 26, 2007

     250         4.775     0.288   January 25, 2011    April 25, 2011

April 25, 2008

     2,000         4.276     0.288   January 25, 2011    April 25, 2013

April 25, 2008

     2,000         4.263     0.288   January 25, 2011    April 25, 2013

April 25, 2008

     1,000         4.172     0.288   January 25, 2011    April 25, 2012

April 26, 2011

     250         1.351     —        April 26, 2011    January 25, 2015

April 26, 2011

     250         1.347     —        April 26, 2011    January 25, 2015

April 26, 2011

     250         1.350     —        April 26, 2011    January 25, 2015

The variable rate on our interest rate swap agreements did not materially change as a result of the January 25, 2011 reset.

Prior to February 15, 2008, our interest rate swap agreements were not designated as hedging instruments; therefore, gains or losses resulting from changes in the fair value of the swaps were recognized in interest expense in the period of the change. On February 15, 2008, eight of our interest rate swap agreements for notional amounts totaling $3,500.0 million were designated as cash flow hedging instruments for accounting purposes and on April 1, 2008, the remaining swap agreements were designated as cash flow hedging instruments for accounting purposes.

During October 2009, we borrowed $1,000.0 million under the Incremental Loans and used a majority of the net proceeds to temporarily repay most of our revolving debt under the Credit Facility. As a result, we no longer had a sufficient amount of outstanding debt under the same terms as our interest rate swap agreements to support hedge accounting treatment for the full $6,500.0 million in interest rate swaps. Thus, as of September 30, 2009, we removed the cash flow hedge designation for the $1,000.0 million swap agreement, freezing the amount of deferred losses recorded in Other Comprehensive Income associated with this swap agreement, and reducing the total notional amount on interest rate swaps designated as cash flow hedging instruments to $5,500.0 million. Beginning October 1, 2009, we began amortizing deferred losses frozen in Other Comprehensive Income into income over the original remaining term of the hedged forecasted transactions that are still considered to be probable of occurring. For the year ended December 31, 2010, we recorded $8.7 million as an increase to interest expense, and we will record an additional $8.7 million as an increase to interest expense and other comprehensive income over the next twelve months, all related to deferred losses on the $1,000.0 million interest rate swap.

During the fourth quarter of 2009, we re-designated approximately $310.1 million of the $1,000.0 million swap as a cash flow hedging instrument. Also, on September 29, 2010, we entered into three forward interest rate swap agreements for notional amounts totaling $750.0 million that have been designated as cash flow hedging instruments. As a result, at December 31, 2010, $5,810.1 million of our total interest rate swap notional amount of $7,250.0 million remained designated as hedging instruments for accounting purposes. Any future changes in fair value of the portion of the interest rate swap not designated as a hedging instrument will be recognized in interest expense during the period in which the changes in value occur.

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 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, June 7, 2010, September 1, 2010 and December 13, 2010, we purchased and extinguished approximately $948.8 million, $46.6 million, $123.8 million and $191.3 million, respectively, of the CMBS Financing. The hedging relationship between the CMBS Financing and the interest rate cap has remained effective subsequent to each debt extinguishment. As a result of the extinguishments in the fourth quarter of 2009, second quarter 2010, third quarter 2010, and fourth quarter 2010, we reclassified approximately $12.1 million, $0.8 million, $1.5 million and $3.3 million, respectively, 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 year ending December 31, 2010, we recorded $19.2 million 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 twelve months, all related to deferred losses on the interest rate cap.

 

On January 31, 2010, we re-designated $4,650.2 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.

On April 5, 2010, as required under the PHW Las Vegas Amended and Restated Loan Agreement, we entered into an interest rate cap agreement to partially hedge the risk of future increases in the variable rate of the PHW Las Vegas senior secured loan. The interest rate cap agreement is for a notional amount of $554.3 million at a LIBOR cap rate of 5.0%, and matures on December 9, 2011. To give proper consideration to the prepayment requirements of the PHW Las Vegas senior secured loan, we have designated $525.0 million of the $554.3 million notional amount of the interest rate cap as a cash flow hedging instrument for accounting purposes.

The following table represents the fair values of derivative instruments in the Consolidated Balance Sheets as of December 31, 2010 and 2009:

 

   

Asset Derivatives

   

Liability Derivatives

 
   

2010

   

2009

   

2010

   

2009

 

(In millions)

 

Balance Sheet

Location

  Fair Value    

Balance Sheet

Location

  Fair Value    

Balance Sheet

Location

  Fair Value    

Balance Sheet

Location

  Fair Value  

Derivatives designated as hedging instruments

               

Interest Rate Swaps

    $ —          $ —        Accrued expenses   $ (21.6     $ —     

Interest Rate Swaps

 

Deferred charges

and other

    11.6          —       

Deferred credits

and other

    (305.5  

Deferred credits

and other

    (337.6

Interest Rate Cap

 

Deferred charges

and other

    3.7     

Deferred charges

and other

    56.8          —            —     
   

 

 

     

 

 

     

 

 

     

 

 

 

Subtotal

      15.3          56.8          (327.1       (337.6

Derivatives not designated as hedging instruments

               

Interest Rate Swaps

      —            —       

Deferred credits

and other

    (32.2  

Deferred credits

and other

    (37.6

Interest Rate Cap

  Deferred charges and other     1.5     

Deferred charges

and other

    —            —            —     
   

 

 

     

 

 

     

 

 

     

 

 

 

Subtotal

      1.5          —            (32.2       (37.6
   

 

 

     

 

 

     

 

 

     

 

 

 

Total Derivatives

    $ 16.8        $ 56.8        $ (359.3     $ (375.2
   

 

 

     

 

 

     

 

 

     

 

 

 

The following table represents the effect of derivative instruments in the Consolidated Statements of Operations for the years ended December 31, 2010 and 2009 for amounts transferred into or out of Accumulated Other Comprehensive Loss:

 

(In millions)

  Amount of (Gain) or
Loss on Derivatives

Recognized in OCI
(Effective Portion)
   

Location of (Gain)

or Loss Reclassified

From Accumulated

OCI Into Income

(Effective Portion)

  Amount of (Gain)  or
Loss Reclassified from
Accumulated OCI
into Income
(Effective Portion)
   

Location of (Gain) or

Loss Recognized in

Income on Derivatives

(Ineffective Portion)

  Amount of (Gain)  or
Loss Recognized in
Income on Derivatives
(Ineffective Portion)
 

Derivatives designated

as hedging instruments

  2010     2009         2010     2009         2010     2009  

Interest Rate Contracts

  $ 99.2      $ 20.9      Interest Expense   $ 36.3      $ 15.1      Interest Expense   $ (76.6   $ (7.6

 

          Amount of (Gain)  or
Loss Recognized in
Income on Derivatives
 

Derivatives not designated

as hedging instruments

  

Location of (Gain) or Loss

Recognized in Income on

Derivatives

   2010      2009  

Interest Rate Contracts

  

Interest Expense

   $ 1.9       $ (7.6

 

In addition to the impact on interest expense from amounts reclassified from Accumulated Other Comprehensive Loss, the difference to be paid or received under the terms of the interest rate swap agreements is recognized as interest expense and is paid quarterly. This cash settlement portion of the interest rate swap agreements increased interest expense for the years ended December 31, 2010 and 2009 by approximately $265.8 million and $214.2 million, respectively.

A change in interest rates on variable-rate debt will impact our financial results. For example, assuming a constant outstanding balance for our variable-rate debt, excluding the $5,810.1 million of variable-rate debt for which our interest rate swap agreements are designated as hedging instruments for accounting purposes, for the next twelve months, a hypothetical 1% increase in corresponding interest rates would increase interest expense for the twelve months following December 31, 2010 by approximately $62.4 million. At December 31, 2010, our weighted average USD LIBOR rate for our variable rate debt was 0.268%. A hypothetical reduction of this rate to 0% would decrease interest expense for the next twelve months by approximately $16.7 million. At December 31, 2010, our variable-rate debt, excluding the aforementioned $5,810.1 million of variable-rate debt hedged against interest rate swap agreements, represents approximately 36% of our total debt, while our fixed-rate debt is approximately 64% of our total debt.