FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)-K

12 Months Ended

Dec. 31, 2014

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis

		December 31, 2014								December 31, 2013
		Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices		Significant						Quoted Prices		Significant
			in Active		Other		Significant				in Active		Other		Significant
			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs				Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
				(In thousands)								(In thousands)
Assets:
Cash equivalents	$	75,027	$	75,027	$	-	$	-	$	-	$	-	$	-	$	-
Liabilities:
Warrants		366,080		-		-		366,080		305,560		-		-		305,560
Interest rate swaps		3,144		-		3,144		-		4,164		-		4,164		-

Schedule of reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3)

		December 31,
	2014		2013		2012
		(In thousands)
Beginning of year	$	305,560	$	123,573	$	127,764
Warrant liability loss (a)		60,520		181,987		185,017
Settlements (b)		-		-		(189,208)
End of year	$	366,080	$	305,560	$	123,573

(a) All losses during 2014 and 2013, and $73.8 million of the loss during 2012, were unrealized.

(b) Settlements were for $80.5 million in cash and 1,525,272 shares of our common stock. Please refer to Note 3 – Sponsors and Management Warrants.

Schedule of significant unobservable input used in the fair value measurement of warrants designated as Level 3

				Unobservable Inputs
		FairValue	Valuation Technique	Expected Volatility (a)	Marketability Discount (b)
		(In thousands)
Warrants	$	366,080	Option PricingValuation Model	24.5%	18.0%-20.0%

(a) Based on our implied equity volatility.

(b) Represents the discount rate for lack of marketability of the Management Warrants. The discount rates ranged from 29.0%-30.0% at December 31, 2013.

Schedule of estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis

		December 31, 2014					December 31, 2013
	Fair Value	Carrying		Estimated Fair			Carrying		Estimated Fair
	Hierarchy	Amount		Value			Amount		Value
		(In thousands)
Assets:
Cash and cash equivalents	Level 1	$	485,424	$	485,424		$	894,948	$	894,948
Notes receivable, net (a)	Level 3		28,630		28,630			20,554		20,554
Tax indemnity receivable, including interest	n.a.		-		-	(b)		320,494		-	(b)
Liabilities:
Fixed-rate debt	Level 2	$	1,030,554	$	1,050,333		$	1,004,886	$	1,045,298
Variable-rate debt (c)	Level 2		962,916		962,916			509,737		509,737
Total mortgages, notes and loans payable	Level 2	$	1,993,470	$	2,013,249		$	1,514,623	$	1,555,035

(a) Notes receivable is shown net of an allowance of $471 and $426 for the periods ending December 31, 2014 and 2013 respectively.

(b) The tax indemnity receivable was settled with GGP during 2014.  In 2013 it was not practicable to estimate the fair value, as the timing and ultimate amount received under the agreement, was highly dependent on numerous future events that could not have been reliably predicted. See Note 9 – Income Taxes for further detail related to these receivables.

(c) $172.0 million of variable‑rate debt has been swapped to a fixed rate for the term of the related debt.