Fair Value of Assets and Liabilities

12 Months Ended

Dec. 31, 2017

The table below presents certain of our assets carried at fair value at December 31, 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 Reporting Date Using
Description	Carrying Value at December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring Fair Value Measurement Assets:
Investment in TA⁽¹⁾	$	14,022	$	14,022	$	—	$	—
Investment in RMR Inc.⁽²⁾	$	148,474	$	148,474	$	—	$	—

(1)

Our 3,420,000 common shares of TA, which are included in other assets in our 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 December 31, 2017. The unrealized loss of ($3,385) for these shares as of December 31, 2017 is included in cumulative other comprehensive income in our 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 December 31, 2017.

(2)

Our 2,503,777 shares of class A common stock of RMR Inc., which are included in other assets in our 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 December 31, 2017. The unrealized gain of $82,100 for these shares as of December 31, 2017 is included in cumulative other comprehensive income in our 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 December 31, 2017 and December 31, 2016, the fair values of these additional financial instruments approximated their carrying values in our consolidated balance sheets due to their short term nature or variable interest rates, except as follows:



	December 31, 2017				December 31, 2016
	Carrying Amount ⁽¹⁾		Fair Value		Carrying Amount ⁽¹⁾		Fair Value
Senior Unsecured Notes, due 2018 at 6.70% ⁽²⁾	—		—		349,387		358,740
Senior Unsecured Notes, due 2021 at 4.25%	395,497		413,676		394,056		413,790
Senior Unsecured Notes, due 2022 at 5.00%	494,398		533,908		493,187		527,945
Senior Unsecured Notes, due 2023 at 4.50%	499,104		523,275		298,134		298,845
Senior Unsecured Notes, due 2024 at 4.65%	347,484		368,804		347,079		348,523
Senior Unsecured Notes, due 2025 at 4.50%	345,055		363,589		344,368		341,439
Senior Unsecured Notes, due 2026 at 5.25%	340,826		377,431		339,697		354,772
Senior Unsecured Notes, due 2027 at 4.95%	393,137		422,914		—		—
Senior Unsecured Notes, due 2028 at 3.95%	388,461		390,930		—		—
Convertible Senior Unsecured Notes, due 2027 at 3.8% ⁽³⁾	—		—		8,478		8,599
Total financial liabilities	$	3,203,962	$	3,394,527	$	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 December 31, 2017 and 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 flows 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.

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