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Financial Instruments | 12 Months Ended
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Dec. 31, 2013
Fair Value Disclosures [Abstract] |
Financial Instruments | 8. Financial Instruments The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments: Measurement of Fair Value At December 31, 2013 and 2012, the Company used pay-fixed interest rate swaps to manage its exposure to changes in benchmark interest rates (the “Swaps”). The estimated fair values were determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivatives fell within Level 2 of the fair value hierarchy. Items Measured at Fair Value on a Recurring Basis The Company maintains interest rate swap agreements (included in Other Liabilities) and marketable securities (included in Other Assets), which include investments in the Company’s Elective Deferred Compensation Plan (Note 15) and investments in securities measured at fair value on a recurring basis as of December 31, 2013 and 2012. The following table presents information about the Company’s financial assets and liabilities and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):
|  | Fair Value Measurements |
Assets (Liabilities): |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
December 31, 2013 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative Financial Instruments |  | $ | — |  |  | $ | (3.2 | ) |  | $ | — |  |  | $ | (3.2 | )
Marketable Securities |  | $ | 7.4 |  |  | $ | — |  |  | $ | — |  |  | $ | 7.4 |
December 31, 2012 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative Financial Instruments |  | $ | — |  |  | $ | (17.1 | ) |  | $ | — |  |  | $ | (17.1 | )
Marketable Securities |  | $ | 2.9 |  |  | $ | — |  |  | $ | — |  |  | $ | 2.9 |
The unrealized loss of $13.9 million and $8.3 million included in other comprehensive loss (“OCI”) is attributable to the net change in fair value related to derivative financial instruments that remained outstanding at December 31, 2013 and 2012, respectively, none of which were reported in the Company’s consolidated statements of operations because the Swaps are documented and qualify as hedging instruments. Other Fair Value Instruments Investments in unconsolidated joint ventures and equity derivative instruments are considered financial assets. See discussion of fair value considerations of equity derivative instruments in Note 10 and joint venture investments in Note 12. Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Other Assets, Accounts Payable, Accrued Expenses and Other Liabilities The carrying amounts reported in the consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities. The Company’s marketable equity securities have been classified as available-for-sale and are recorded at fair value. Notes Receivable and Advances to Affiliates The fair value is estimated using a discounted cash flow analysis in which the Company used unobservable inputs such as market interest rates determined by the loan to value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made and classified as Level 3 in the fair value hierarchy. The fair value of these notes was approximately $148.2 million and $250.7 million at December 31, 2013 and 2012, respectively, as compared to the carrying amounts of $145.5 million and $250.4 million, respectively. The carrying value of the TIF bonds, which was $5.1 million and $5.2 million at December 31, 2013 and 2012, respectively, approximated their fair value as of both dates. The fair value of loans to affiliates has been estimated by management based upon its assessment of the interest rate, credit risk and performance risk. Debt The fair market value of senior notes, except senior convertible notes, is determined using the trading price of the Company’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile including the Company’s non-performance risk and loan to value. The Company’s senior notes, except senior convertible notes, and all other debt including senior convertible notes are classified as Level 2 and Level 3, respectively, in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. Debt instruments at December 31, 2013 and 2012, with carrying values that are different than estimated fair values, are summarized as follows (in thousands):
|  | December 31, 2013 |  |  | December 31, 2012 |
|  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value |
Senior notes |  | $ | 2,754,120 |  |  | $ | 2,991,698 |  |  | $ | 2,147,097 |  |  | $ | 2,503,127 |
Revolving Credit Facilities and Term Loans |  |  | 779,133 |  |  |  | 787,772 |  |  |  | 897,905 |  |  |  | 903,210 |
Mortgage indebtedness |  |  | 1,761,421 |  |  |  | 1,779,375 |  |  |  | 1,274,141 |  |  |  | 1,324,969 |
|  | $ | 5,294,674 |  |  | $ | 5,558,845 |  |  | $ | 4,319,143 |  |  | $ | 4,731,306 |
Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. The Company has interests in consolidated joint ventures that own real estate assets in Canada and Russia. The net assets of these subsidiaries are exposed to volatility in currency exchange rates. The Company uses non-derivative financial instruments to economically hedge a portion of this exposure. The Company manages its currency exposure related to the net assets of its Canadian and European subsidiaries through foreign currency-denominated debt agreements. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses interest rate swaps as part of its interest rate risk management strategy. The Swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of December 31, 2013 and 2012, the notional amount of the Swaps was $631.4 million and $632.8 million, respectively. The following table discloses certain information regarding the Company’s 10 outstanding interest rate swaps (not including the specified spreads), as well as their classification on the consolidated balance sheets, as of December 31, 2013 and December 31, 2012 (in millions):
|  | Aggregate Notional Amount |  |  | Counterparty Pays Variable Rate |  | DDR Pays Fixed Rate |  |  | Fair Value at December 31, |
Maturity Date |  |  |  |  | 2013 |  |  | 2012 |
|  |  |  |  |  |  |  |  |  | Asset |  |  | Liability |  |  | Asset |  |  | Liability |
June 2014 |  | $ | 100.0 |  |  | 1 Month LIBOR |  |  | 1.0 | % |  | $ | — |  |  | $ | (0.4 | ) |  | $ | — |  |  | $ | (1.2 | )
June 2015 |  | $ | 50.0 |  |  | 1 Month LIBOR |  |  | 0.6 | % |  |  | — |  |  |  | (0.2 | ) |  |  | — |  |  |  | (0.3 | )
July 2015 |  | $ | 100.0 |  |  | 1 Month LIBOR |  |  | 0.5 | % |  |  | — |  |  |  | (0.4 | ) |  |  | — |  |  |  | (0.5 | )
September 2017 |  | $ | 81.4 |  |  | 1 Month LIBOR |  |  | 2.8 | % |  |  | — |  |  |  | (5.0 | ) |  |  | — |  |  |  | (7.8 | )
January 2018 |  | $ | 100.0 |  |  | 1 Month LIBOR |  |  | 0.9 | % |  |  | 1.4 |  |  |  | — |  |  |  | — |  |  |  | (0.7 | )
February 2019 |  | $ | 100.0 |  |  | 1 Month LIBOR |  |  | 1.6 | % |  |  | 0.5 |  |  |  | — |  |  |  | — |  |  |  | (3.5 | )
February 2019 |  | $ | 100.0 |  |  | 1 Month LIBOR |  |  | 1.5 | % |  |  | 0.9 |  |  |  | — |  |  |  | — |  |  |  | (3.1 | )
Other Assets |  |  |  |  |  |  |  |  |  |  |  | $ | 2.8 |  |  |  | N/A |  |  | $ | — |  |  |  | N/A |
Accounts Payable |  |  |  |  |  |  |  |  |  |  |  |  | N/A |  |  | $ | (6.0 | ) |  |  | N/A |  |  | $ | (17.1 | )
All components of the Swaps were included in the assessment of hedge effectiveness. The Company expects that within the next 12 months it will reflect an increase to interest expense (and a corresponding decrease to earnings) of $6.6 million related to the Swaps. The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated OCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2013, such derivatives were used to hedge the forecasted variable cash flows associated with existing or probable future obligations. The ineffective portion of the change in the fair value of derivatives is recognized directly in earnings. During the three years ended December 31, 2013, the amount of hedge ineffectiveness recorded was not material. The Company is exposed to credit risk in the event of non-performance by the counterparties to the Swaps if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. Credit Risk-Related Contingent Features The Company has agreements with each of its Swap counterparties that contain a provision whereby if the Company defaults on certain of its unsecured indebtedness the Company could also be declared in default on its Swaps, resulting in an acceleration of payment under the Swaps. Net Investment Hedges The Company is exposed to foreign exchange risk from its consolidated and unconsolidated international investments. The Company has foreign currency-denominated debt agreements that expose the Company to fluctuations in foreign exchange rates. The Company has designated these foreign currency borrowings as a hedge of its net investment in its Canadian and European subsidiaries. Changes in the spot rate value are recorded as adjustments to the debt balance with offsetting unrealized gains and losses recorded in OCI. Because the notional amount of the non-derivative instrument substantially matches the portion of the net investment designated as being hedged, and the non-derivative instrument is denominated in the functional currency of the hedged net investment, the hedge ineffectiveness recognized in earnings is not material. Effect on Net Loss and OCI The effect of the Company’s cash flow hedges and net investment hedge instruments on net loss and OCI is as follows (in millions):
|  | Amount of Gain (Loss) Recognized in OCI (Effective Portion) |  |  | Location of Gain (Loss) Reclassified from Accumulated OCI (Effective Portion) |  | Amount of Gain (Loss) Reclassified from Accumulated OCI (Effective Portion) |
|  | Year Ended December 31, |  |  |  | Year Ended December 31, |
|  | 2013 |  |  | 2012 |  |  | 2011 |  |  |  | 2013 |  |  | 2012 |  |  | 2011 |
Cash flow hedges |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate contracts |  | $ | (13.9 | ) |  | $ | (8.3 | ) |  | $ | (3.6 | ) |  | Interest Expense |  | $ | (0.4 | ) |  | $ | (0.9 | ) |  | $ | (0.1 | )
Net investment hedges |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Euro-denominated |  | $ | (0.2 | ) |  | $ | — |  |  | $ | (0.2 | ) |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Canadian dollar-denominated |  |  | 1.7 |  |  |  | — |  |  |  | (0.4 | ) |  |  |  |  | — |  |  |  | — |  |  |  | — |
Total: |  | $ | 1.5 |  |  | $ | — |  |  | $ | (0.6 | ) |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |

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- 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 Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=28364263&loc=d3e13537-108611 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=28364263&loc=d3e13433-108611 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19207-110258 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=28364263&loc=d3e13504-108611 + Details
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