Fair Value of Assets and Liabilities

9 Months Ended

Sep. 30, 2017

The table below presents certain of our assets carried at fair value at September 30, 2017, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.



			Fair Value at September 30, 2017 Using
			Quoted Prices in
			Active Markets for		Significant Other		Significant
	Carrying Value at		Identical Assets		Observable Inputs		Unobservable Inputs
Description	September 30, 2017		(Level 1)		(Level 2)		(Level 3)
Recurring Fair Value Measurement Assets:
Investment in TA ⁽¹⁾	$	14,535	$	14,535	$	—	$	—
Investment in RMR Inc.⁽²⁾	$	128,569	$	128,569	$	—	$	—

(1)

Our 3,420,000 common shares of TA, which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $17,407 as of September 30, 2017. The unrealized loss of ($2,872) for these shares as of September 30, 2017 is included in cumulative other comprehensive income in our condensed consolidated balance sheets. We evaluated the decline in the fair value of the TA shares and determined that based on the severity and duration of the decline, and our ability and intent to hold the investment for a reasonable period of time sufficient for a recovery of fair value, we do not consider this investment to be other-than-temporarily impaired at September 30, 2017.

(2)

Our 2,503,777 shares of class A common stock of RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $66,374 as of September 30, 2017. The unrealized gain of $62,195 for these shares as of September 30, 2017 is included in cumulative other comprehensive income in our condensed consolidated balance sheets.

In addition to the investment securities included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, term loan, senior notes and security deposits. At September 30, 2017 and December 31, 2016, the fair values of these additional financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short term nature or variable interest rates, except as follows:



	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
	Value ⁽¹⁾		Value		Value ⁽¹⁾		Value
Senior Unsecured Notes, due 2018 at 6.70% ⁽²⁾	$	349,812	$	351,253	$	349,387	$	358,740
Senior Unsecured Notes, due 2021 at 4.25%	395,137		417,246		394,056		413,790
Senior Unsecured Notes, due 2022 at 5.00%	494,095		537,360		493,187		527,945
Senior Unsecured Notes, due 2023 at 4.50%	499,063		530,825		298,134		298,845
Senior Unsecured Notes, due 2024 at 4.65%	347,383		367,026		347,079		348,523
Senior Unsecured Notes, due 2025 at 4.50%	344,883		360,227		344,368		341,439
Senior Unsecured Notes, due 2026 at 5.25%	340,544		375,799		339,697		354,772
Senior Unsecured Notes, due 2027 at 4.95%	392,948		421,316		—		—
Convertible Unsecured Senior Notes, due 2027 at 3.8% ⁽³⁾	—		—		8,478		8,599
Total financial liabilities	$	3,163,865	$	3,361,052	$	2,574,386	$	2,652,653


(1)	Carrying value includes unamortized discounts and premiums and certain issuance costs.


(2)	These senior notes were redeemed at par plus accrued interest in October 2017.


(3)	These convertible senior notes were redeemed at par plus accrued interest in April 2017.

At September 30, 2017 and December 31, 2016, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). We estimated the fair value of our convertible senior notes at December 31, 2016 using discounted cash flow analyses and currently prevailing market interest rates (Level 3 inputs) because no market quotes or other observable inputs for these notes were available at December 31, 2016.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details