MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2016

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable

	December 31,		December 31,
(In thousands)	2016		2015
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,134,339	$	1,087,642
Special Improvement District bonds		44,023		53,739
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,524,319		1,314,973
Deferred Financing Costs, net of accumulated amortization of $14.3 million and $12.7 million, respectively		(11,934)		(12,392)
Total mortgages, notes and loans payable	$	2,690,747	$	2,443,962

(a) As more fully described below, $182.1 million and $209.5 million of variable rate debt has been swapped to a fixed rate for the term of the related debt as of December 31, 2016 and 2015, respectively.

Schedule of mortgages, notes and loans payable by property

					Maximum		Carrying Value
	Initial / Extended	Interest			Facility		December 31,		December 31,
($ in thousands)	Maturity (a)	Rate			Amount		2016		2015
Master Planned Communities
Bridgeland Credit Facility	November 2020 / November 2022	4.60	%	(b)	$	65,000	$	65,000	$	40,072
Summerlin South SID Bonds - S124	December 2019	5.95	%					123		159
Summerlin South SID Bonds - S128	December 2020	7.30	%					440		534
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,600		4,856
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,268		1,676
Summerlin South SID Bonds - S151	June 2025	6.00	%					4,159		4,534
Summerlin South SID Bonds - S159	June 2035	6.00	%					2,389		9,020
Summerlin West SID Bonds - S808/S810	April 2031	6.00	%					—		1,047
Summerlin West SID Bonds - S812	October 2035	6.00	%					27,459		28,328
The Woodlands Master Credit Facility	August 2018	3.47	%	(b)		150,000		150,000		192,663
Master Planned Communities Total								255,438		282,889
Operating Assets
10-60 Columbia Corporate Centers	May 2020 / May 2022	2.94	%	(b)(c)				80,000		80,000
70 Columbia Corporate Center	July 2017 / July 2019	2.97	%	(b)				20,000		20,000
Columbia Regional Building	March 2019	2.72	%	(b)		23,008		22,188		22,188
Downtown Summerlin (d)	July 2017 / July 2019	2.97	%	(b)		311,800		302,981		289,804
Downtown Summerlin SID Bonds - S108	December 2016	5.95	%					—		235
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					3,350		3,350
Embassy Suites at Hughes Landing	October 2018 / October 2020	3.22	%	(b)		37,100		29,461		20,064
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Two Hughes Landing	December 2030	4.20	%					48,000		48,000
Three Hughes Landing (d)	December 2017 / December 2019	3.07	%	(b)		65,455		35,053		23,268
1725-35 Hughes Landing Boulevard	June 2018 / June 2019	2.37	%	(b)		143,000		105,647		89,677
Hughes Landing Retail	December 2036	3.50	%			35,000		35,000		28,726
1701 Lake Robbins	April 2017	5.81	%					4,600		4,600
Lakeland Village Center at Bridgeland	May 2018 / May 2020	3.07	%	(b)		14,000		9,979		—
Millennium Waterway Apartments	June 2022	3.75	%					55,584		55,584
Millennium Six Pines Apartments	August 2028	3.39	%					42,500		—
110 N. Wacker	October 2019	5.21	%	(e)				22,704		26,481
9303 New Trails	December 2023	4.88	%					12,378		12,734
One Lakes Edge	February 2017 / February 2019	4.22	%	(b)		73,525		68,874		67,517
Outlet Collection at Riverwalk	October 2017 / October 2019	3.47	%	(b)		56,100		55,778		56,100
3831 Technology Forest Drive	March 2026	4.50	%					22,383		22,759
The Westin at The Woodlands (d)	August 2018 / August 2019	3.37	%	(b)		69,300		58,077		33,361
The Woodlands Resort & Conference Center	December 2018 / December 2020	3.97	%	(b)				70,000		85,000
Ward Village	September 2021 / September 2023	3.43	%	(b)(f)				238,718		238,716
20/25 Waterway Avenue	May 2022	4.79	%					13,886		14,112
3 Waterway Square	August 2028	3.94	%					51,590		52,000
4 Waterway Square	December 2023	4.88	%					36,249		37,293
Other								235		—
Capital lease obligations	various	3.60	%					1		52
Operating Assets Total								1,497,216		1,383,621
Strategic Developments
Ae`o	December 2019 / December 2021	4.72	%	(b)		230,000		—		—
HHC 242 Self Storage Facility	October 2019 / October 2021	3.32	%	(b)		6,658		3,708		—
HHC 2978 Self Storage Facility	January 2020 / January 2022	3.32	%	(b)		6,368		1,715		—
Ke Kilohana	December 2019 / December 2020	3.97	%	(b)		142,656		—		—
One Merriweather	February 2020 / February 2021	2.87	%	(b)		49,900		23,588		—
Two Merriweather	October 2020 / October 2021	3.22	%	(b)		33,156		—		—
Waiea and Anaha (g)	November 2017 / November 2019	7.47	%	(b)		410,000		160,847		27,817
Strategic Developments Total								189,858		27,817
Other Corporate Financing Arrangements	June 2018	3.00	%					15,948		18,794
Senior Notes	October 2021	6.88	%					750,000		750,000
Unamortized underwriting fees								(5,779)		(6,767)
Deferred Financing Costs, net								(11,934)		(12,392)
Total mortgages, notes, and loans payable							$	2,690,747	$	2,443,962

(a) Maturity dates presented include initial maturity date as well as the extended or final maturity date as contractually stated. Extension periods generally  can be exercised at our option at the initial maturity date, subject to customary extension terms that are based on current property performance projections. Such extension terms may include, but are not limited to, minimum debt service coverage, minimum occupancy levels or condominium sales levels, as applicable and other performance criteria. In certain cases due to property performance not meeting covenants, we may have to paydown a portion of the loan in order to obtain the extension.

(b) The interest rate presented is based on the one month LIBOR rate, which was 0.72% at December 31, 2016.

(c) $40.0 million of the outstanding principal balance is swapped to a 3.41% fixed-rate through maturity.

(d) Based on current performance of Downtown Summerlin, Three Hughes Landing and The Westin at The Woodlands, a paydown may be required in order to exercise the extension option.

(e) The $22.7 million outstanding principal balance is swapped to a 5.21% fixed-rate through maturity.

(f) $119.4 million of the outstanding principal balance is swapped to a 3.64% fixed-rate through maturity.

(g) The Waiea and Anaha facility originally provided available financing of up to $600 million and is now reduced to $410 million subsequent to paydowns made on the loan in fourth quarter 2016. The facility is a non-recourse construction loan cross-collateralized by the condominium towers bearing interest at one-month LIBOR plus 6.75% with an initial maturity date of November 6, 2017, and two,  one-year extension options. In August 2016, the original financing agreement was modified. The modification allowed for an immediate advance on the loan of $50 million, returning a substantial portion of the project’s prior cash equity contribution to us and provided for an additional distribution of up to $113 million from Waiea’s initial bulk closing in November 2016. The balance of Waiea sales proceeds  are to be applied to the loan balance as well as fund any construction costs remaining for Waiea. The interest rate and maturity date remained unchanged.

Summary of Contractual Obligations Relating to Mortgages, Notes, and Loans Payable

	Mortgages, notes
	and loans payable
(In thousands)	principal payments
2017	$	66,539
2018		126,541
2019		850,263
2020		121,626
2021		789,101
Thereafter		754,390
Total principal payments		2,708,460
Deferred financing costs, net and unamortized underwriting fees		(17,713)
Total mortgages, notes and loans payable	$	2,690,747