Derivative Instruments and Hedging Activities

Risk Management Objective of Using Derivatives. We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we may enter into derivative financial instruments to manage exposures arising from business activities resulting in differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.

Discontinuation of Cash Flow Hedge. In connection with the repayment of the $500 million term loan on June 6, 2011, we discontinued the hedging relationship on a $500 million interest rate swap used as a cash flow hedge as of May 31, 2011. Upon repayment of the loan (which eliminated the probable future variable monthly interest payments that were being hedged), we recognized a non-cash charge of approximately $29.8 million which includes the accelerated reclassification of amounts previously recorded in accumulated other comprehensive loss related to this swap. Subsequent changes in the market value of the interest rate swap, which matures in October 2012, will be recorded directly in earnings over the remaining life of the swap in other income or other expense.

Cash Flow Hedges of Interest Rate Risk. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.

Designated Hedges. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income or loss and is subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. Over the next twelve months, we estimate an additional $0.1 million will be reclassified to interest expense. During the three and six months ended June 30, 2011 and 2010, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt. The ineffective portion of the change in fair value of the derivatives, if any, is recognized directly in earnings. No portion was ineffective during the three or six months ended June 30, 2011 and 2010.

As of June 30, 2011, we had the following outstanding interest rate derivative designated as a cash flow hedge of interest rate risk:


Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Swap		1	$	16.6 million

Non-designated Hedges. Derivatives not designated as hedges are not entered into for speculative purposes and are used to manage our exposure to interest rate movements and other identified risks. Non-designated hedges are either specifically non-designated by management or do not meet strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings in other income or other expense.

A $500 million interest rate swap was dedesignated in conjunction with the repayment of the $500 million term loan. Due to, among other matters, the relatively short remaining life of the swap (which matures in October 2012) and the low expectation of the swap becoming a significantly larger liability, management elected to leave this interest rate swap in place through its original maturity rather than cash settle the swap.

As of June 30, 2011, we had the following outstanding interest rate derivatives which were not designated as hedges of interest rate risk:


Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Cap		1	$	175.0 million
Interest Rate Swap		1	$	500.0 million

The table below presents the fair value of our derivative financial instruments as well as their classification in the condensed consolidated balance sheets at June 30, 2011 and December 31, 2010 (in millions):

Fair Values of Derivative Instruments

Asset Derivatives

Liability Derivatives

June 30, 2011

December 31, 2010

June 30, 2011

December 31, 2010

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

Other

Liabilities

$0.1

Other

Liabilities

36.9

Derivatives not designated as hedging instruments

Interest Rate Swap

Other

Liabilities

$27.9

Other

Liabilities

N/A

Interest Rate Cap

Other Assets

—

Other Assets

—

The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of income (loss) and comprehensive income for the three and six months ended June 30, 2011 and 2010 (in millions):

Effect of Derivative Instruments


Three Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	Amount of (Loss) Recognized in Other Comprehensive Income ("OCI") on Derivative (Effective Portion)						Location of Loss Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion)				Location of Loss Recognized in Income on Derivative (Discontinuation, Ineffective Portion and Amount Excluded from Effectiveness Testing)		Amount of Loss Recognized in Income on Derivative (Discontinuation, Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships	2011			2010				2011		2010				2011		2010
Interest Rate Swaps (1)	$	(2.2	)	$	(7.4	)	Interest expense	$	4.0	$	5.8		Loss on discontinuation of hedging relationship	$	29.8		N/A


Derivatives not designated as hedging instruments	Location of Gain/Loss Recognized in Income on Derivative	Amount of Loss Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2011		2010
Interest Rate Cap	Other income/expense	$	—	$	—
Interest Rate Swap	Other income/expense		—		N/A


Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships	Amount of (Loss) Recognized in Other Comprehensive Income ("OCI") on Derivative (Effective Portion)						Location of Loss Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion)				Location of Loss Recognized in Income on Derivative (Discontinuation, Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Loss Recognized in Income on Derivative (Discontinuation, Ineffective Portion and Amount Excluded from Effectiveness Testing)
	2011			2010				2011		2010			2011		2010
Interest Rate Swaps (1)	$	(2.7	)	$	(14.2	)	Interest expense	$	9.8	$	11.7	Loss on discontinuation of hedging relationship	$	29.8		N/A


Derivatives not designated as hedging instruments	Location of Gain/Loss Recognized in Income on Derivative	Amount of Loss Recognized in Income on Derivative
Derivatives not designated as hedging instruments		2011		2010
Interest Rate Cap	Other income/expense	$	—	$	—
Interest Rate Swap	Other income/expense		—		N/A

(1)

The results include the interest rate swap gain (loss) prior to discontinuation in June 2011.

Credit-risk-related Contingent Features. Derivative financial investments expose us to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. We believe we minimize our credit risk on these transactions by transacting with major creditworthy financial institutions. As part of our on-going control procedures, we monitor the credit ratings of counterparties and our exposure to any single entity, which we believe minimizes credit risk concentration.

Our agreements with each of our derivative counterparties contain provisions which provide the counterparty the right to declare a default on our derivative obligations if we are in default on any of our indebtedness, subject to certain thresholds. For all instances, these provisions include a default even if there is no acceleration of the indebtedness. Our agreements with each of our derivative counterparties also provide if we consolidate with, merge with or into, or transfer all or substantially all our assets to another entity and the creditworthiness of the resulting, surviving, or transferee entity is materially weaker than ours, the counterparty has the right to terminate the derivative obligations.

At June 30, 2011, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk (the "termination value"), related to these agreements was approximately $29.6 million. As of June 30, 2011, we had not posted any collateral related to these agreements. If we were in breach of any of these provisions at June 30, 2011, or terminated these agreements, we would have been required to settle our obligations at their aggregate termination value of approximately $29.6 million.