MORTGAGES, NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2017

MORTGAGES, NOTES AND LOANS PAYABLE

Summary of mortgages, notes and loans payable

	September 30,		December 31,
(In thousands)	2017		2016
Fixed-rate debt:
Collateralized mortgages, notes and loans payable	$	1,476,480	$	1,140,118
Special Improvement District bonds		32,266		44,023
Variable-rate debt:
Collateralized mortgages, notes and loans payable (a)		1,505,534		1,524,319
Unamortized bond issuance costs		(7,089)		(5,779)
Deferred financing costs		(13,743)		(11,934)
Total mortgages, notes and loans payable	$	2,993,448	$	2,690,747

(a) As more fully described below, $179.3 million and $182.1 million of variable‑rate debt has been swapped to a fixed-rate for the term of the related debt as of September 30, 2017 and December 31, 2016, respectively.

Schedule of mortgages, notes and loans payable by property

					Maximum		Carrying Value
	Initial / Extended	Interest			Facility		September 30,		December 31,
($ in thousands)	Maturity (a)	Rate			Amount		2017		2016
Master Planned Communities
Summerlin South SID Bonds - S124	December 2019	5.95	%				$	104	$	123
Summerlin South SID Bonds - S128	December 2020	7.30	%					390		440
Summerlin South SID Bonds - S132	December 2020	6.00	%					1,082		1,268
The Woodlands Master Credit Facility	April 2020 / April 2021	3.98	%	(b)	$	180,000		150,000		150,000
Bridgeland Credit Facility	November 2020 / November 2022	4.60	%	(b)		65,000		65,000		65,000
Summerlin South SID Bonds - S151	June 2025	6.00	%					3,964		4,159
Summerlin South SID Bonds - S128C	December 2030	6.05	%					4,467		4,600
Summerlin South SID Bonds - S159	June 2035	6.00	%					2,353		2,389
Summerlin West SID Bonds - S812	October 2035	6.00	%					17,019		27,459
Master Planned Communities Total								244,379		255,438
Operating Assets
1701 Lake Robbins	April 2017	5.81	%					—		4,600
Outlet Collection at Riverwalk	October 2017 / October 2018	3.98	%	(b)		54,325		54,325		55,778
1725-35 Hughes Landing Boulevard	June 2018 / June 2019	2.88	%	(b)		143,000		115,999		105,647
The Westin at The Woodlands (c)	August 2018 / August 2019	3.88	%	(b)		57,946		57,946		58,077
110 North Wacker	October 2019	5.21	%	(e)				19,870		22,704
Three Hughes Landing (c)	December 2017 / December 2019	3.58	%	(b)		65,455		43,661		35,053
Lakeland Village Center at Bridgeland	May 2018 / May 2020	3.58	%	(b)		14,000		11,292		9,979
Embassy Suites at Hughes Landing	October 2018 / October 2020	3.73	%	(b)		37,100		31,245		29,461
The Woodlands Resort & Conference Center	December 2018 / December 2020	4.48	%	(b)				67,000		70,000
One Merriweather	February 2020 / February 2021	3.38	%	(b)		49,900		41,271		23,588
Downtown Summerlin	September 2020 / September 2021	3.38	%	(b) (d)		275,885		275,883		302,981
HHC 242 Self-Storage	October 2019 / October 2021	3.83	%	(b)		6,658		6,137		3,708
HHC 2978 Self-Storage Facility	January 2020 / January 2022	3.83	%	(b)		6,368		5,521		1,715
70 Columbia Corporate Center	May 2020 / May 2022	3.23	%	(b)(f)				20,000		20,000
One Mall North	May 2020 / May 2022	3.48	%	(b)(f)				14,463		—
10-60 Columbia Corporate Centers	May 2020 / May 2022	3.20	%	(b)(f)(g)				80,000		80,000
20/25 Waterway Avenue	May 2022	4.79	%					13,708		13,886
Millennium Waterway Apartments	June 2022	3.75	%					55,344		55,584
Ward Village	September 2021 / September 2023	3.69	%	(b)(h)				238,718		238,718
9303 New Trails	December 2023	4.88	%					12,098		12,378
4 Waterway Square	December 2023	4.88	%					35,431		36,249
3831 Technology Forest Drive	March 2026	4.50	%					22,088		22,383
Kewalo Basin Harbor	September 2027	3.98	%	(b)		11,562		—		—
Millennium Six Pines Apartments	August 2028	3.39	%					42,500		42,500
3 Waterway Square	August 2028	3.94	%					50,647		51,590
One Hughes Landing	December 2029	4.30	%					52,000		52,000
Downtown Summerlin SID Bonds - S128	December 2030	6.05	%					2,887		3,350
Two Hughes Landing	December 2030	4.20	%					48,000		48,000
One Lakes Edge	March 2029 / March 2031	4.50	%					69,440		68,874
Hughes Landing Retail	December 2036	3.50	%					35,000		35,000
Columbia Regional Building	February 2037	4.48	%					25,000		22,188
Other								—		235
Capital lease obligations	Various	3.60	%					—		1
Operating Assets Total								1,547,474		1,526,227
Strategic Developments
Waiea and Anaha (i)	November 2017 / November 2019	7.98	%	(b)		410,000		195,269		160,847
Ke Kilohana	December 2019 / December 2020	4.48	%	(b)		142,656		—		—
Two Merriweather	October 2020 / October 2021	3.73	%	(b)		33,156		11,932		—
Ae`o	December 2019 / December 2021	5.23	%	(b)		230,000		1		—
100 Fellowship Drive	May 2022	2.73	%	(b)		51,426		1		—
Strategic Developments Total								207,203		160,847
Other corporate financing arrangements	July 2018	3.00	%					15,224		15,948
Senior Notes	October 2021	6.88	%					—		750,000
Senior Notes	March 2025	5.38	%					1,000,000		—
Unamortized bond issuance costs								(7,089)		(5,779)
Deferred financing costs								(13,743)		(11,934)
Total mortgages, notes, and loans payable							$	2,993,448	$	2,690,747

(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 property performance at the initial maturity date. 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 pay down 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 1.23% at September 30, 2017.

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

(d) On July 14, 2017, the Downtown Summerlin loan’s original maturity date of July 2017 was modified to be September 13, 2020, at which time we made a $30.0 million paydown on the facility and further extended the new maturity date and extension date. Additionally, the interest rate was reduced from LIBOR plus 2.25% to LIBOR plus 2.15%.

(e) The $19.9 million outstanding principal balance is swapped to a 5.21% fixed-rate through maturity.

(f) These three notes are part of one master facility, with all three respective properties collateralizing the total $114.5 million indebtedness.

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

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

(i) The Waiea and Anaha facility was repaid in full on October 27, 2017.