LET’S
GO NY!
SL Green
Realty Corp.
2023 ANNUAL REPORT
Let’s
GO NY
New York City is back! Over the past year,
the City put to rest any lingering questions
about its resilience as the best place in the
world to live and work. With most economic and
quality-of-life indicators at, near or beyond
pre-pandemic levels, the focus turned back to
growth and reclaiming the swagger that has
always defined this City. This year’s annual
report celebrates New York City and highlights
all the ways that SL Green’s commitment to
the City delivers for shareholders.
1
2
Marc Holliday
Chairman, Chief Executive Officer &
Interim President
Dear Shareholders
We’re back, back in the New York groove!
It’s been years since I’ve felt this confident in the future of New York
City or more optimistic about the trajectory of our business. After a
challenging period, where we navigated unprecedented change by
leaning in, keeping focused and working harder than ever, we have not
only weathered the storm, we’ve emerged with a stronger portfolio,
a more exciting and diversified business and an even sharper strategy
moving forward.
We were a consistent voice proclaiming that New York City will never
die, the people of New York are resilient and there is no replacement
for trophy assets or premier addresses. We felt like lone optimists, but
we didn’t get down, and never quit.
Instead, we rolled up our sleeves, revised our business plan and relied
on our depth of industry knowledge, expertise and longstanding
relationships. The team was relentless, working in overdrive day and
night. Certainly nobody did more than us when it came to leasing
within our portfolio, developing extraordinary projects, capitalizing
on market dislocation, and recapitalizing deals when others didn’t or
couldn’t or wouldn’t. Our reputation and extraordinary relationships
within the lending community allowed us to create plans to extend,
capitalize and move forward. The banking meltdown that some
believed was on the horizon has not materialized, and we enter this
new chapter once again positioned for growth.
The results are now clear. As I write this letter, our Total Return to
Shareholders (TRS) is an incredible 131% over the prior 12 months, far
and away leading the office sector. And through the first quarter of
2024, that number was a healthy 24%, again atop office REITs with
market cap above $1 billion, and highlighting our continued momentum.
An April 2024 news story in Crain’s New York Business noted this
success, saying “it’s remarkable for the best-performing stock to also
be the most pure-play bet” with our laser focus on New York City
office at a time when the media tells us the City and the industry are
dying. Well, suffice to say, we’re not surprised! Because our belief in
this market, and the strength of our portfolio, has never wavered.
We’re in the early innings of what we believe will be a period of
market improvement fueled by the strength of New York City’s robust
financial sector, a reemergence of the tech sector, a new generation
of workers who recognize that career advancement and relationship-
building doesn’t happen at home, and increasing demand for the
highly-amenitized office experience in which SL Green’s hospitality
group specializes.
LOOKING BACK AT 2023
The past year was characterized by positive progress both internally
and, for the first time since the pandemic, in external market
conditions. Our team performed across the four key pillars of our
business plan for 2023:
We delivered on our development projects. We announced the
completion of One Madison in September, three months ahead of
schedule, topped out 760 Madison, and recapitalized 245 Park Avenue,
our next major redevelopment project. At 760 Madison, Armani is
building out their flagship retail store, and 70% of the residential units
are already spoken for…before the building is even complete.
SL GREEN ANNUAL REPORT 2023 3
On the leasing front, we signed 160 office leases last year, totaling
at triple-digit rents. And contrary to the media hype, the vast majority
1.8 million square feet, above our expectation, and our same-
of these leases were not signed in new construction projects.
store occupancy bounced off its lows, trending to back above 90%.
These were hard-fought wins that are a testament to our leasing,
management and development teams. Crucially, of the leasing we
did in 2023, more than half were new leases — which fuels our belief
that things are headed back in the right direction.
We continue to see the FIRE sector (finance, insurance, real estate)
as a particularly active segment of the market. McKinsey reported
that, as of July 2023, publicly traded fintechs represented a market
capitalization of $550 billion, a doubling in value since 2019. In that
same period there were more than 272 fintech unicorns, with a
We again defined the investment market in 2023. SL Green achieved
combined valuation of $936 billion, a sevenfold increase from 39 firms
the two most significant trades of the year, illustrating continued
valued at $1 billion or more just five years ago. Even more exciting, this
demand for well-located Midtown Manhattan buildings. At 245 Park
research shows that revenues in the fintech industry are expected to
Avenue, we partnered with a Tokyo-based real estate company at a
grow almost three times faster than those in the traditional banking
$2 billion valuation when the rest of the market was eerily quiet. The
sector between 2023 and 2028.
leasing success we’ve had in the project since then has affirmed our
mutual conviction in the investment. And in December, we announced
the sale of 625 Madison for more than $630 million. We achieved in
excess of $1,100 per square foot on both transactions, something
we had every confidence in, but the rest of the market was skeptical
about, once again reinforcing the need to differentiate trophy assets
and AAA locations from the rest of the market.
The legal segment was particularly active over the past year, with
four of the top 10 NYC office leasing deals in 2023 signed by law
firms. According to Cushman & Wakefield, law firms committed to
4.3 million square feet of office space in 2023 across New York City,
and nearly 17 million square feet nationwide. With finance and legal
firms especially focused on East Midtown, our increased concentration
on the Park Avenue spine, enhanced by the new LIRR commuter train
We made a significant dent in our debt balances. A top priority in
station open at Grand Central Madison, is paying dividends…literally.
2023, we were able to reduce our combined debt by over $1 billion.
We also successfully refinanced, extended or modified over $3.7 billion
of existing debt, including a $500 million mortgage refinancing of
919 Third Avenue — the largest office financing in the country in 2023,
proving our strong standing with the largest financial institutions in
the world. It’s times like this where reputational excellence and strength
of platform really matter.
POSITIVE INDICATORS FOR 2024
Elsewhere, Artificial Intelligence continues to play an important role in
the market, another bright spot alongside FIRE in the tech community.
The AI market is projected to reach $306 billion in 2024 and is expected
to show an annual growth rate (CAGR) of 15.8% through 2030, resulting
in a market volume of $738 billion. That’s extraordinary growth in a
sector that has said they expect to work in offices, not at home, due to
the fast-moving and collaborative nature of product development in AI.
In the retail sector, Manhattan availability in the 11 prime retail
Now, as we enter what we expect to be a period of significant growth
corridors fell to the lowest rate in nine years at the end of 2023,
and opportunity, we are encouraged by the market fundamentals,
while average asking rents rose for the fifth consecutive quarter, and
which we believe are shifting to become tailwinds. Even in a higher
consumer spending rose 6.7% year over year. Two years ago, when
interest rate environment, there’s a solid foundation of positive
Brett Herschenfeld stood at our Investor Conference podium and
economic momentum among our strong and stable tenant base. The
declared, “retail is back!” we again were the lone optimists. Today,
diversity of New York City’s economy is reflected in our portfolio — and
the strength of Manhattan retail is undeniable. Not only are leases
is one of the core strengths of this market compared with other
getting signed (we’ve signed five retail leases in the first quarter of
global cities, a market where a record 192 leases were signed last year
2024 with another dozen in the pipeline) but owner-user acquisitions
continue to reinforce the ultimate expression of top brands’ long-
term commitment to the City. Tiffany’s reopened its Fifth Avenue
flagship, showcasing a $500 million renovation; Prada purchased
720 & 724 Fifth Avenue for $835 million; and Kering purchased our
own 717 Fifth Avenue for a whopping $963 million.
Most importantly — and despite what you may read in the media —
New York is as strong as ever, with the data to back it up:
• The City’s tourism numbers are the strongest since the pandemic,
with 62 million tourists in New York in 2023, representing 93% of
2019’s record visitors, which we expect to exceed in 2025.
• Subway ridership is up again, as anyone who rides the trains can tell
you. NYC Transit reached the 1 billion ride mark six weeks ahead of
last year’s pace, and finished 2023 with an approximately 10 percent
year-over-year increase in ridership.
• Crime is down across the City, with more than a 2% drop in all
categories since spring 2023, with even greater improvement in
Manhattan below 59th Street, where crime has dropped more than
10%. Now, the main focus is to encourage the legislature and the
District Attorney to work with Governor Hochul and Mayor Adams on
Rendering by DBox.
4
keeping recidivist criminals off the street and cracking down on illegal
cannabis shops and organized serial shoplifting.
• The housing market remains strong, with rental vacancy rate at 2.6%
and median rents climbing 8% year over year to record levels. The condo
market is equally strong, with median sale price of a condo reaching
nearly $2.5 million this year, as inventory dipped 8%. People simply
want to live here!
• And finally, in October, the City celebrated reaching an all-time
high in total jobs. While that number has since dipped somewhat in
recent months, the accomplishment is extraordinary and represents
a meteoric comeback from the lows of the pandemic. Furthermore,
the City’s Office of Management and Budget is projecting private
sector and officing-using job gains in 2024 that will bring the total
employment in these categories to new record levels.
Of course, we still have challenges like all major cities do. But our City
and State have the resources to address many of these challenges,
and it is incumbent on all New Yorkers and businesses to express
their desire for continued improvement in the areas of housing,
public safety and security, sanitation, and economic development.
Bottom line: Not only is New York not in crisis (sorry fear mongers),
it remains the very best place in the world for an educated and diverse
population to work and live.
2024 BUSINESS PLAN: A YEAR FOR GROWTH
With New York City and the office market on the rise, we’ve established
another aggressive business plan for 2024.
Leasing 2 Million Square Feet
In December, we took a deep dive through every asset in our portfolio
to demonstrate strength not just at the very top, but consistently
throughout the best portfolio that we have ever assembled. We are
well on our way to meeting our goal of leasing 2 million square feet
announcing another world-renowned chef operator. For us, these
culinary partnerships and destinations are more than leasing space.
We are committed to doing our part to bring excitement, energy
this year, with 630,000 square feet leased in just the first quarter, while
and creativity to the City.
our leasing pipeline has grown to over 1.5 million square feet. With
net absorption in the greater East Midtown submarket (our backyard),
Opportunistic Debt Fund
where vacancy is rapidly approaching 10% in class A buildings, and
At the end of last year, we made headlines by announcing the
activity noticeably picking up on Third and Sixth Avenues, we are very
launch of a $1 billion opportunistic debt fund (the only one of this
optimistic about the year ahead. Our office portfolio occupancy will
scale that is entirely NYC-centric). This fund is designed to allow
increase to over 91% in 2024, and we’re making it a priority to continue
us to capitalize on current capital markets dislocations through
marching back towards our historic average occupancy of 95–96%.
the discounted acquisition of existing debt investments and the
Opening One Madison Avenue and Growing Our
Hospitality Program
This summer we’ll celebrate the official opening of One Madison
origination of new, high-yielding debt instruments. Fundamentally
we are looking to replicate our approach for the last 26 years of
investing in the best properties in New York City, via strategic debt
investments. Given the investor reception to our strategy, this fund
Avenue, with office tenants starting to move in as early as September.
size could grow, or there is potential for another follow-on fund.
The building is now more than 63% leased, with recent leases that
brought the new tower to 100% leased. Even before the office tenants
The feedback is that no one is better positioned to take advantage
of this moment in this market, and our initial closings are targeted
move in, Chelsea Piers will soon open its doors to the public, providing
for this summer.
both a neighborhood and tenant amenity that fits perfectly alongside
Madison Square Park.
Office To Residential Conversion
One Madison Avenue is part of our ongoing commitment to creating
some of the most exciting, high-quality hospitality and dining
experiences throughout the City, not only for our building tenants, but
for all New Yorkers. Daniel Boulud will open his first ever steakhouse,
La Tête d’Or by Daniel, at One Madison in November, building
on the success we’ve shared at One Vanderbilt with our Michelin-
starred Le Pavillon and Jo–ji. At 245 Park Avenue, we’re very close to
Just this week, the Governor and legislature reached agreement on
a comprehensive Office to Residential conversion program especially
targeted to Midtown and lower Manhattan office buildings. SL Green
has played an instrumental role in helping to get the legislation passed
as part of the State’s new fiscal budget. We applaud Governor Hochul,
the Senate and Assembly on the doorstep of passing a landmark office
to residential conversion bill.
SL GREEN ANNUAL REPORT 2023 Rendering by MOTIV.
5
By incentivizing the conversion of underutilized and obsolete office
space to housing, this vital legislation will uniquely address three of
New York’s most pressing challenges. Amidst record high Manhattan
office vacancy, the bill will create stability in the commercial office
market, produce the affordable and market rate housing we need to
overcome the City’s housing crisis, and generate foot traffic to support
local retailers and restaurants in New York’s central business districts.
Thanks to the leadership of the Governor and our elected officials in
Albany, as well as to Mayor Adams for his City of Yes zoning initiatives,
the private sector is now positioned to again invest in New York City’s
future. As part of a new conversion incentive bill, we are planning to
be among the first out of the blocks with the conversion of 750 Third
Avenue from office to residential use. The conversion of 750 Third will
spur on this important new development for the City. More to come
on this throughout the year.
Taking SUMMIT Global
Building off the success of SUMMIT One Vanderbilt, this year we
expect to announce the global expansion of this world-renowned
brand and experience in international cities. Launched in 2021,
SUMMIT One Vanderbilt brought forward the world’s most immersive
observatory experience that combines unparalleled vistas, curated
impact over the next ten years by promoting growth beyond its walls.
multisensory experiences and cutting-edge technology to offer an
Repurposing an existing office building, Caesars Palace Times Square
unprecedented guest experience spanning art, nature, and design
is sustainable, quickly achievable and transit-friendly. While other
in the heart of Midtown Manhattan.
Since opening in October 2021, SUMMIT One Vanderbilt has welcomed
more than 4.5 million guests from dozens of countries, receiving
countless awards and recognitions, including being named The
Most Instagrammable Place in the World (Elle Magazine), The Best
Landmark in the United States and The Most Innovative Venue in the
United States (2022 and 2023 Tiqets Remarkable Venue Awards),
as well as one of The Best Immersive Art Experiences in the US (2024
USA TODAY 10 Best Readers’ Choice).
sprawling sites will use land that’s intended for thousands of desperately
needed homes and parks, ours sits in a district zoned for entertainment,
not housing. Built, owned, and operated by New Yorkers committed
to our City’s future, our proposal is supported by a diverse coalition of
residents, businesses and community organizations.
BELIEVE IN NEW YORK CITY
There is no greater city than New York City, and SL Green is poised to
capitalize on its enduring strength in 2024 — and beyond. We know
we have the best portfolio and the most dedicated, experienced and
There is no experience like SUMMIT. We hear that every day. And
tenured team in the business, and we are ready to rock and roll (all
we see huge potential in a number of markets, both domestically
night!), and continue to deliver for our shareholders as we’ve done
and internationally, that will grow the brand and continue to generate
for more than 26 years. In this moment of tremendous opportunity,
significant revenue for our company and our shareholders.
we are more committed than ever. Thank you for sharing our belief in
Bringing a World-Class Gaming Destination to Times Square
New York and our vision.
We made enormous progress over the past year, with our partners,
Caesars Entertainment and Roc Nation, on our vision for Caesars
Palace Times Square. We had the opportunity to meet with hundreds
of stakeholders, grow our coalition and gain significant support. We
now know that this will be a long process, with bids likely not due
until 2025, and we will use the time to continue strengthening our
bid — because the project is worth the extra effort, and Times Square
stands to gain so much. One thing we know for sure — ours is the
We have once again set our sights very high, because we know that
we can continue to set the bar for the entire sector — innovating,
transforming, investing and challenging the status quo. Thank you
to everyone who has contributed to our success — shareholders,
partners, lenders, Board members, our elected officials and, of course,
the exceptional team here at SL Green. On behalf of the entire team,
you have my commitment that we will leave it all on the field again this
year to drive value for you, our shareholders, and our City.
only proposal that is a true New York approach to gaming, providing
Stay positive New York!
benefits far beyond its walls.
Ideally located at the 50-yard line of the famous Times Square bowtie,
Caesars Palace Times Square brings a world-class gaming resort where
it belongs, in the heart of New York’s world-renowned entertainment
district, the only place positioned to attract a global audience and
guarantee longstanding revenue. Designed to benefit all of New York,
purposely creating more demand than it can accommodate for hotel
rooms, shopping, meals and entertainment, creating a halo effect
only possible in this specific location that will bring billions in economic
Marc Holliday
Chairman, Chief Executive Officer &
Interim President
6
The metrics are undeniable,
and the day-to-day experience
further demonstrates that
the future of New York City
is brighter than ever!
LET’S
GO NY
VISITORS
62.2M
50.6M
11.6M
DOMESTIC VISITORS
INTERNATIONAL VISITORS
Annual
Visitation
20231
(1) New York City Tourism +
Conventions
(2) The Metropolitan
Transportation Authority
NYC’s tourism industry generated
$74 billion in 2023 with more than
$48 billion coming from direct spending.
This supports:
>380K
LEISURE & HOSPITALIT Y JOBS
~9%
OF THE CIT Y’S WORKFORCE
SL GREEN ANNUAL REPORT 2023 Annual
Visitation
2025
Forecast1
2023 Hotel
Performance1
VISITORS
68.1M
53.4M
14.7M
DOMESTIC VISITORS
INTERNATIONAL VISITORS
ROOM NIGHTS SOLD
36.1M
NYC was the highest-performing hotel city
in the US 4th quarter of 2023.
7
Grand Central Madison2
Since opening in 2023, the new LIRR
service to the East Side is bringing
thousands of commuters to the heart
of our portfolio each day.
>17.1
MILLION TRIPS
41%
LIRR SERVICE INCREASE
289
TRAINS
OPER ATING
DAILY DURING
THE WEEK
Travel
Infrastucture
Arts
& Culture
IN INVESTMENTS BEING MADE
ACROSS JFK, EWR AND LGA
$20B
>23,000
INTERNATIONAL FLIGHT ARRIVALS
(February 2024)
SOURCE: Port Authority of New York and New Jersey
>3M
AVERAGE MONTHLY SUBWAY RIDES
(February 2024)
SOURCE: New York City Tourism + Conventions
SOURCE: NYC Economic Development Corporation
75TH ANNIVERSARY OF
THE NEW YORK CIT Y BALLET
STONEWALL NATIONAL MONUMENT
VISITOR CENTER OPENS
90 TH ANNIVERSARY & EXPANSION
OF THE APOLLO
INTREPID 80 TH ANNIVERSARY
Looking
Ahead
FIFA
9
NEW YORK/NEW JERSEY
SELECTED AS HOST CITY
2026
World Cup
IN ECONOMIC IMPACT OF
NEW YORK AND NEW JERSEY
$2B+ 14,000+
1,000,000+
VISITORS TO THE NY/NJ REGION DURING
THE FIFA WORLD CUP 26™
JOBS TO SUPPORT THE EVENTS
OF THE FIFA WORLD CUP 26™ IN NY/NJ
SOURCE: New York City Tourism + Conventions
10
SL GREEN ANNUAL REPORT 2023
LET’S GO
SLG
One Vanderbilt
245 Park Avenue
Rendering by DBox.
THIS IS THE
BEST PORTFOLIO
WE’VE EVER HAD!
One Madison
885 Third Avenue
11
29.7M
SQUARE FEET
93.5%
2023 CASH NOI GENERATED FROM
MANHATTAN OFFICE PORTFOLIO
10.9M
SQUARE FEET IN THE PARK AVENUE /
GRAND CENTRAL CORRIDOR
73.0%
INVESTMENT GRADE TENANTS1
893
COMMERCIAL TENANTS
8.1YEARS
WEIGHTED AVERAGE LEASE TERM 2
461 Fifth Avenue
450 Park Avenue
NOTE: Data as of 12/31/23
(1) Based on square footage
(2) Based on office leases
12
SL GREEN ANNUAL REPORT 2023
Let’s
WORK
NY
Return to
the Office
The verdict is in — New York is back
to work, and back in the office. Total
employment reached an all-time high in
2023, and data show that people prefer
working in amenitized office spaces like
what our portfolio has to offer. As for
our company offices, again this year our
employees voiced how much they love
working at SL Green, a certified Great
Place to Work.
TOTAL EMPLOYMENT1
4.7M
4.1M
PRIVATE SECTOR EMPLOYMENT1
1.5M
OFFICE USING EMPLOYMENT1
61.9%
LABOR FORCE PARTICIPATION 2
68%
OFFICE VISITATION (REBNY CLASS A+)2
(1) NYC Office of Management and Budget
(2) NYC Economic Development Corporation
13
SLG IS A
GREAT PLACE
TO WORK!
SLG CERTIFIED AS A GREAT PLACE TO WORK
FOR THE 3RD YEAR IN A ROW
A GREAT PLACE TO WORK
80%OF EMPLOYEES SAY IT IS
Compared with 57% of employees
at a typical U.S.-based company.
87%
OF OUR CUSTOMERS WOULD
RATE THE SERVICE WE
DELIVER AS "EXCELLENT."
86%
WHEN I LOOK AT WHAT
WE ACCOMPLISH, I FEEL
A SENSE OF PRIDE.
14
Let’s
EXPERIENCE
NY
SUMMIT One Vanderbilt
A multisensory, multilevel experience
that will challenge, inspire and thrill.
SUMMIT One Vanderbilt weaves
together breathtaking views, artistically
curated spaces, and unparalleled guest
experiences that celebrate the City in an
incomparable way. It is an award-winning
destination that has hosted a myriad of
celebratory, VIP, and pop culture
moments — and a brand that we intend
to expand globally.
34B
EARNED AND PAID PRESS
IMPRESSIONS SINCE OPENING
2.2B
EARNED PRESS IMPRESSIONS Y TD
5MILLIONTH
GUEST EXPECTED JUNE 2024
#5 IN USA TODAY’S
10 BEST AWARD IN
THE IMMERSIVE ART
EXPERIENCE CATEGORY
TIQET’S MOST
INNOVATIVE VENUE
AWARD IN THE US
(for our accessibility initiatives)
TRIP ADVISOR’S
TRAVELERS’
CHOICE AWARD
SL GREEN ANNUAL REPORT 2023 15
4,528,756
ATTENDANCE SINCE OPENING1
Oct 21, 2021
(1) Reported as of
April 2024
16
SL GREEN ANNUAL REPORT 2023
Rendering by Binyan Studios.
17
Let’s
BET ON
NY
Rendering by Binyan Studios.
Coalition for
a Better Times Square
For a century, Times Square has been
NYC’s entertainment hub and a destination
for millions of people visiting the City.
There is no better place for Caesars Palace
Times Square than in the beating heart
of Manhattan. Its international renown
will attract many visitors, from high-rollers
to theater-goers, from around the world
and ensure sustainable revenue for our City
and State for decades to come.
SL Green, with partners Caesars
Entertainment and Roc Nation, offers the
only casino proposal that is genuinely a
New York City casino, intentionally designed
to drive economic activity to Times Square
and the surrounding business districts
from day one. Our proposal will support
the community as a good neighbor,
ensuring Times Square continues to thrive
into the next century.
WITH CAESARS PALACE TIMES
SQUARE, EVERYONE WILL WIN!
Rendering by MOTIV.
10M
NEW MEALS AT RESTAURANTS
10M
NEW ANNUAL VISITORS
$800M
NEW RETAIL SPENDING
Rendering by MOTIV.
800K
NEW OVERNIGHT HOTEL VISITS
$105M
NEW BROADWAY TICKET SALES
SOURCE: AKRF
18
SL GREEN ANNUAL REPORT 2023
Let’s
TASTE
NY
Showcasing Culinary Excellence
For years, we have curated the best
dining experiences in our portfolio, from
Ito to Eleven Madison Park to Fasano,
and are now taking our culinary game
to the next level. Through our strategic
partnership with Chef Daniel Boulud
and his incredible team at the Dinex
Group, we have created a food program
at One Vanderbilt that has been
awarded two Michelin stars, and we are
expecting equally impressive things this
year at One Madison with the opening
of Daniel’s first steakhouse, another
experience that will set a new bar.
Daniel Boulud
4 MICHELIN STARS (2 AT ONE VANDERBILT)
50 Most Powerful People in Fine Dining
(Robb Report – 2023)
Observer’s 2023 Nightlife & Dining
Legacy of Impact Award
1MICHELIN STAR
Le Pavillon
ONE VANDERBILT
Joji Sushi
ONE VANDERBILT
1MICHELIN STAR
19
Joji Box
Eleven Madison Park
ONE VANDERBILT
11 MADISON AVENUE
3MICHELIN STARS
Centurion New York
ITO
Fasano
ONE VANDERBILT
100 CHURCH STREET
280 PARK AVENUE
La Tête d’Or by Daniel (Opening November 2024)
ONE MADISON
Dos Caminos
245 PARK AVENUE
20
SL GREEN ANNUAL REPORT 2023
Let’s
LIVE
NY
Residential
760 Madison
Avenue
With New York facing an ongoing housing shortage, SL Green
has stepped up to deliver phenomenal new residential
opportunities at all price points. At 7 Dey Street, we were
the first to successfully build in Lower Manhattan under the
Affordable New York program, bringing high-quality finishes
and amenities to the building’s mix of market-rate and
affordable units. At 760 Madison Avenue, in partnership with
Armani, we’ve meticulously fashioned a new paradigm for
refined living, guided by the timeless elegance of Giorgio Armani.
High lighting the demand for boutique, one-of-a-kind
residences, we anticipate being 100% sold by the end of 2024.
7/7/23
TOPPED OUT
70%SPOKEN FOR
21
Let’s
SHOP
NY
Manhattan’s retail market has roared back
to life. Over the past year, world-renowned
retailers up and down Fifth Avenue, from
Prada and Kering to Louis Vuitton and
Rolex, expressed their long-term belief in
New York by acquiring and/or investing
in their properties. There is no greater sign
of confidence than a brand committing
significant capital to ensure the caliber of
the shopping experience meets their
client’s expectations. On the leasing front
— world-renowned retailers Dolce &
Gabbana, Alexander McQueen, Valentino,
Ferrari, and Marc Jacobs have all
signed deals in 2023 and 2024. Of note,
Manhattan’s retail availability reached
its lowest rate in nine years1 and remains
steady in 20242, and Madison Avenue is
among the highest performing submarkets
in the City — with Giorgio Armani’s
flagship lease at 760 Madison Avenue
catalyzing the corridor’s resurgence.
(1) Cushman & Wakefield, Q1 2024
(2) JLL, Q1 2024
Rendering of Rolex Building — David Chipperfield Architects
29NEW MADISON AVENUE
LEASES SIGNED 2023
SOURCE: Newmark, Q4 2023
7 Dey Street
>$101PSF
AVER AGE RENT
100%
LEASED OCCUPANCY
68.6%
Y TD RETENTION
NOTE: Data as of April 2024
22
Let’s
CONSERVE
NY
Accolades & Awards
Building Certifications
ENERGY STAR
LEED CERTIFICATIONS
FITWEL® CERTIFICATIONS
Partner of the Year 2015–2024
Sustained Excellence 2018–2024
Certification Nation 2022
GREEN LEASE LEADERS
Platinum 2023–2026
Gold 2020–2023
GRESB
5-Star Rating 2020–2023
NEWSWEEK
America’s Most Responsible
Companies 2023
MAYOR’S FUND TO ADVANCE
NEW YORK CIT Y
89%
PORTFOLIO
CERTIFIED
29%
PORTFOLIO
CERTIFIED
BOMA 360 CERTIFICATIONS
WELL HSR CERTIFICATIONS
87%
PORTFOLIO
CERTIFIED
100%
PORTFOLIO
CERTIFIED
Employer of the Year 2022
ENERGY STAR CERTIFICATIONS
GREAT PLACE TO WORK®
Certified 2019, 2022–2024
S&P SUSTAINABILIT Y YEARBOOK
Member 2022–2024
MORNINGSTAR | SUSTAINALYTICS
Top-Rated ESG Companies 2023–2024
2024 Regional Award
41%
PORTFOLIO
CERTIFIED
Data for SL Green owned and managed properties as
of April 2024.
SL GREEN ANNUAL REPORT 2023 23
Our Diversity, Equity & Inclusion (DEI) Blueprint
WORKFORCE DEI POLICIES
WORKFORCE DEI TRAINING
& EDUCATION
DIVERSIT Y-FOCUSED RECRUITMENT
COLLABORATION WITH INNER-CIT Y
EDUCATIONAL INSTITUTIONS
CAREER OPPORTUNITIES
FOR UNDERREPRESENTED
COMMUNITIES
SENIOR LEVEL OVERSIGHT
OF DEI EFFORTS
SUPPLIER DIVERSIT Y
AND M/WBE TARGETS
OUTREACH AND SUPPORT
FOR UNDERREPRESENTED
COMMUNITIES
44
3
43
38
6
28
11
27
41
5
1
4
7
26
14
35
22
14 T H S T R E E T
2 3 R D S T R E E T
3 4 T H S T R E E T
8
4 2 N D S T R E E T
12
39
9
15
17
18
5 0 T H S T R E E T
20
21
10
13
2
29
23
34
S
I
X
T
H
A
V
E
N
U
E
5 7 T H S T R E E T
S
E
C
O
N
D
A
V
E
N
U
E
T
H
I
R
D
A
V
E
N
U
E
L
E
X
I
N
G
T
O
N
A
V
E
N
U
E
40
P
A
R
K
A
V
E
N
U
E
F
I
F
T
H
A
V
E
N
U
E
30
M
A
D
I
S
O
N
A
V
E
N
U
E
42
32
37
14 T H S T R E E T
2 3 R D S T R E E T
24
3 4 T H S T R E E T
36
25
4 2 N D S T R E E T
33
31
19
S
E
V
E
N
T
H
A
V
E
N
U
E
5 0 T H S T R E E T
E
I
G
H
T
H
A
V
E
N
U
E
N
I
N
T
H
A
V
E
N
U
E
T
E
N
T
H
A
V
E
N
U
E
5 7 T H S T R E E T
16
C E N T R A L PA R K S O U T H
B
R
O
A
D
W
A
Y
26
SLG Portfolio
Properties
(As of December 31, 2023)
OFFICE PROPERTIES
1 One Vanderbilt Avenue
10 East 53rd Street
2
100 Church Street
3
100 Park Avenue
4
11 Madison Avenue
5
110 Greene Street
6
125 Park Avenue
7
220 East 42nd Street
8
9
245 Park Avenue
10 280 Park Avenue
11 304 Park Avenue South
12 420 Lexington Avenue (Graybar)
13 450 Park Avenue
14 461 Fifth Avenue
15 485 Lexington Avenue
16 555 West 57th Street
17 711 Third Avenue
18 800 Third Avenue
19 810 Seventh Avenue
20 885 Third Avenue
21 919 Third Avenue
22 1185 Avenue of the Americas
23 1350 Avenue of the Americas
24 1515 Broadway
25 Worldwide Plaza(5)
SUBTOTAL
RETAIL PROPERTIES
26 11 West 34th Street(5)
27 85 Fifth Avenue
28 115 Spring Street(5)
29 650 Fifth Avenue(5)
30 690 Madison Avenue(5)
31 719 Seventh Avenue(5)
32 760 Madison Avenue
33 1552–1560 Broadway(5)
34 717 Fifth Avenue(5)
SUBTOTAL
Ownership
Interest (%)
Submarket
Ownership
Square Feet (1) Occupied(2) Leased(3)
%
%
71.00
55.00
100.00
50.00
60.00
100.00
100.00
51.00
50.10
50.00
Grand Central
Plaza District
Downtown
Grand Central South
Park Avenue South
Soho
Grand Central
Grand Central
Park Avenue
Park Avenue
100.00 Midtown South
100.00
25.10
Grand Central North
Park Avenue
Grand Central North
100.00 Midtown
100.00
100.00 Midtown West
100.0(4) Grand Central North
Grand Central North
60.50
100.00
Times Square
100.00 Midtown / Plaza District
51.00
100.00
100.00
56.90
24.95 Westside
Grand Central North
Rockefeller Center
Rockefeller Center
Times Square
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Leasehold Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Leasehold Interest(4)
Fee Interest
Fee Interest
Fee / Leasehold Interest
Fee Interest
Leasehold Interest
Fee Interest
Fee Interest
Fee Interest
1,657,198
354,300
1,047,500
834,000
2,314,000
223,600
604,245
1,135,000
1,782,793
1,219,158
215,000
1,188,000
337,000
200,000
921,000
941,000
524,000
526,000
692,000
218,796
1,454,000
1,062,000
562,000
1,750,000
2,048,725
23,811,315
30.00
36.27 Midtown South
Soho
51.00
Plaza District
50.00
Plaza District
100.00
Times Square
75.00
Plaza District
100.00
50.00
Times Square
10.90 Midtown/Plaza District
Herald Square / Penn Station Fee Interest
Fee Interest
Fee Interest
Leasehold Interest
Fee Interest
Fee Interest
Fee Interest
Fee / Leasehold Interest
Fee Interest
17,150
12,946
5,218
69,214
7,848
10,040
22,648
57,718
119,550
322,332
DEVELOPMENT / REDEVELOPMENT
35 2 Herald Square(5)
36 5 Times Square(5)
37 19 East 65th Street
38 185 Broadway
39 750 Third Avenue
40 625 Madison Avenue
SUBTOTAL
51.0(6) Herald Square
Times Square
31.55
Plaza District
100.00
Lower Manhattan
100.00
Grand Central North
100.00
90.430 Plaza District
Leasehold Interest
Leasehold Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
CONSTRUCTION IN PROGRESS
25.50
41 One Madison Avenue
42 760 Madison Avenue — Residential Condos 100.00
Park Avenue South
Plaza District
Fee Interest
Fee Interest
SUBTOTAL
RESIDENTIAL PROPERTIES
43 7 Dey Street
44 15 Beekman Street
SUBTOTAL
NEW YORK CITY GRAND TOTAL
SUBURBAN PORTFOLIO
Landmark Square
SUBURBAN GRAND TOTAL
TOTAL PORTFOLIO
100.00
20.00
Lower Manhattan
Downtown
Fee Interest
Leasehold Interest
100.00
Stamford, Connecticut
Fee Interest
369,000
1,127,931
14,639
50,206
780,000
563,000
2,904,776
1,396,426
35,926
1,432,352
140,382
221,884
362,266
28,833,041
862,800
862,800
29,695,841
(1) Represents the rentable square footage at the time the property was acquired.
(2) Occupancy for commenced leases.
(3) Occupancy inclusive of leases signed but not yet commenced.
(4) The Company owns 50% of the fee interest.
(5) Alternative Strategy Portfolio property.
(6) The Company closed on the acquisition of additional interest in the joint
venture in January 2024, which increased the Company’s interest to 95%.
97.8
98.1
90.3
77.4
96.2
89.7
99.3
88.4
74.6
94.1
100.0
86.6
82.3
76.0
73.9
97.8
95.3
78.8
81.3
81.3
80.0
70.7
72.0
99.7
91.8
100.0
100.0
100.0
100.0
100.0
—
100.0
88.3
90.4
34.5
23.3
5.5
34.5
17.7
—
99.4
98.1
92.9
77.4
96.2
90.3
99.3
88.4
83.2
94.1
100.0
87.3
92.5
76.0
76.3
97.8
95.3
83.4
82.0
81.3
80.0
74.4
75.2
99.7
91.8
100.0
100.0
100.0
100.0
100.0
—
100.0
88.3
90.4
34.5
23.3
5.5
34.5
18.0
—
N /A
N /A
N /A
N /A
95.2
100.0
96.7
100.0
77.1
77.1
SL GREEN ANNUAL REPORT 2023
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green
Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were
formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its
affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the
ownership, management, operation, acquisition, development, redevelopment and repositioning of commercial real estate
properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context
requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the
Company, including the Operating Partnership.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial
statements appearing in Item 8 of this Annual Report on Form 10-K. A discussion of our results of operations for the year
ended December 31, 2022 compared to the year ended December 31, 2021 is included in Part II, Item 7 Management's
Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on February 17, 2023, and is incorporated by reference into this Annual Report
on Form 10-K.
Leasing and Operating
As of December 31, 2023, our same-store Manhattan office property occupancy inclusive of leases signed but not
commenced, was 90.0% compared to 91.2% as of December 31, 2022. We signed office leases in Manhattan encompassing
approximately 1.8 million square feet, of which approximately 1.2 million square feet represented office leases that replaced
previously occupied space.
According to Cushman & Wakefield, 2023 leasing activity in Manhattan totaled approximately 18.0 million square feet.
Of the total 2023 leasing activity in Manhattan, the Midtown submarket accounted for approximately 12.6 million square feet,
or approximately 70.0%. Manhattan's overall office vacancy went from 22.2% as of December 31, 2022 to 22.8% as of
December 31, 2023. Overall average asking rents in Manhattan increased in 2023 by 2.4% from $71.62 per square foot as of
December 31, 2022 to $73.33 per square foot as of December 31, 2023, while Manhattan Class A asking rents increased to
$80.98 per square foot, up 2.9% from $78.72 as of December 31, 2022.
Acquisition and Disposition Activity
Overall Manhattan sales volume decreased by 39.9% in 2023 to $13.8 billion as compared to $23.0 billion in 2022. In
2023, we continued to sell joint venture interests in quality assets as well as dispose of properties that were considered non-core
or had a more limited growth trajectory, raising efficiently priced capital that was used primarily for debt reduction. During the
year, we closed on the sales of all or a portion of our interests in 245 Park Avenue, 121 Greene Street and 21 East 66th Street
for total gross valuations of $2.0 billion, generating net proceeds to the Company of $176.9 million.
Debt and Preferred Equity
In 2022 and 2023, in our debt and preferred equity portfolio we continued to focus on underwriting financings for
owners, acquirers or developers of properties in New York City. At the same time, we selectively sold certain investments,
some investments were repaid, and we converted some investments into equity ownership, the proceeds of which were utilized
to repurchase shares of common stock or for debt repayment. Our investment strategy provides us with the opportunity to fill a
need for additional debt financing, while achieving attractive risk adjusted returns to us on the investments and receiving a
significant amount of additional information on the New York City real estate market. During 2023, our debt and preferred
equity activities included $80.3 million, inclusive of advances under future funding obligations, discount and fee amortization,
and paid-in-kind interest, net of premium amortization, and investments with a carrying value of $349.9 million that were
transferred to equity ownership.
For descriptions of significant activities in 2023, refer to "Part I, Item 1. Business - Highlights from 2023."
Highlights from 2023
Our significant achievements from 2023 included:
Leasing
•
•
Signed 160 Manhattan office leases covering approximately 1.8 million square feet.
Increased same-store Manhattan office occupancy sequentially in the third and fourth quarters.
1
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•
•
•
•
•
Signed an early lease renewal of 141,589 square feet and expansion by an additional 128,316 square feet with a
premier financial services tenant at 280 Park Avenue.
budget. The milestone triggered cash payments to the Company totaling $577.4 million, representing the final equity
payment from its joint venture partners. The cash was used to repay unsecured corporate debt.
Signed an early lease renewal with CBS Broadcasting, Inc. for 184,367 square feet at 555 West 57th Street.
Signed an early lease renewal of 41,851 square feet and expansion by 49,717 square feet with one of the world's
largest sovereign wealth funds at 280 Park Avenue.
Signed a new lease with Stonepeak Partners L.P. for 76,716 square feet at 245 Park Avenue.
Signed a new lease with EQT Partners Inc. for 76,204 square feet at 245 Park Avenue.
Acquisitions
•
Following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest at
625 Madison Avenue to a 90.43% ownership interest. The fee interest is subject to a $223.0 million third-party
mortgage, which matures in December 2026 and bears interest at a fixed rate of 6.05%.
Dispositions
•
•
•
•
Together with our joint venture partner, the Company entered into an agreement to sell the fee ownership interest in
625 Madison Avenue for a gross sales price of $634.6 million. In connection with the sale, the Company, together
with its joint venture partner, will originate a $235.5 million preferred equity investment in the property. The
transaction is expected to close in the first quarter of 2024.
Together with our joint venture partners, closed on the sale of the equity interests in the condominium units at 21
East 66th Street for total consideration of $40.6 million.
Closed on the sale of a 49.9% joint venture interest in 245 Park Avenue for a gross asset valuation of $2.0 billion.
The Company retained a 50.1% interest in the property.
Together with our joint venture partner, closed on the sale of the retail condominiums at 121 Greene Street for a
gross sales price of $14.0 million.
Finance
•
•
•
•
•
Closed on a modification of the mortgage at 185 Broadway to extend the maturity to November 2026, as fully
extended. The modification also converted the previous floating rate of 2.85% over Term SOFR to a fixed rate of
6.65% per annum through November 2025 and 2.55% over Term SOFR thereafter. The Company made a $20.0
million principal payment at closing resulting in an outstanding loan amount of $190.1 million as of December 31,
2023.
Together with our joint venture partner, closed on a modification of the mortgage at 719 Seventh Avenue to extend
the maturity date to December 2024 with no change to the interest rate of 1.31% over Term SOFR.
Together with our joint venture partner, closed on a modification of the mortgage at 115 Spring Street to extend the
maturity date to March 2025. The modification also converted the floating rate of 3.40% over Term SOFR to a fixed
rate of 5.50% for the term of the extension.
Together with our joint venture partners, closed on a modification of the construction loan at One Madison Avenue,
allowing the partnership to utilize the final tranche of the facility for an expanded range of uses, including additional
amenities funded by construction cost savings and for hedging activities in contemplation of a permanent financing.
Together with our joint venture partner, closed on the refinancing of 919 Third Avenue. The new $500.0 million
mortgage replaces the previous $500.0 million mortgage, matures in April 2028, as fully extended, and bears interest
at a floating rate of 2.50% over Term SOFR, which the partnership swapped to a fixed rate of 6.11%.
Debt and Preferred Equity Investments
•
•
Closed on a $20.0 million upsize and three-year extension of a $39.1 million debt and preferred equity investment
that was scheduled to mature in October 2023.
Increased debt and preferred equity investments by $80.3 million, inclusive of advances under future funding
obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, and transferred
investments with a carrying value of $349.9 million to equity ownership.
Construction in Progress
•
The 1.4 million square foot tower at One Madison Avenue secured its temporary certificate of occupancy in
September 2023, marking completion of the development three months ahead of schedule and significantly under
date.
2
3
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•
A temporary certificate of occupancy was issued by the New York City Buildings Department for the base building
and the dormitory units at 15 Beekman. These units were turned over to Pace University, which has leased the
property for a term of 30 years.
As of December 31, 2023, we owned the following interests in properties in the New York metropolitan area, primarily in
midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
Consolidated
Unconsolidated
Total
Location
Property Type
Number of
Properties
Approximate
Square Feet
Number of
Properties
Approximate
Square Feet
Number of
Properties
Approximate
Square Feet
Commercial:
Manhattan
Office
Retail
Development/
Redevelopment
Suburban
Office
8,399,141
40,536
1,443,771
9,883,448
862,800
12
15,412,174
281,796
2,893,357
18,587,327
—
7
3
22
—
22
(2)
(2)
(3)
(3)
13
3
3
19
7
26
1
27
Total commercial properties
10,746,248
18,587,327
Residential:
Total portfolio
Manhattan
Residential
140,382
1
221,884
10,886,630
23
18,809,211
Weighted
Average
Leased
Occupancy(1)
25
10
6
41
7
48
2
50
(2)
(2)
(2)
(2)
(2)
(2)
23,811,315
322,332
4,337,128
28,470,775
862,800
29,333,575
362,266
29,695,841
89.4 %
91.2 %
N/A
89.5 %
77.1 %
89.0 %
99.0 %
89.2 %
(1)
The weighted average leased occupancy for commercial properties represents the total leased square footage divided by total square footage at
acquisition. The weighted average leased occupancy for residential properties represents the total leased units divided by total available units. Properties
under construction are not included in the calculation of weighted average leased occupancy.
(2)
(3)
Includes assets within the Company's alternative strategy portfolio. Within that portfolio, office includes one building totaling 2,048,725 square feet,
retail includes eight buildings totaling 286,738 square feet and development/redevelopment includes two buildings totaling 1,496,931 square feet.
As of December 31, 2023, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of
residential space and approximately 50,206 square feet (unaudited) of office and retail space. For the purpose of this report, we have included this
building in the number of residential properties we own. However, we have included only the residential square footage in the residential approximate
square footage, and have listed the balance of the square footage as development square footage.
As of December 31, 2023, we also managed one office building and one retail building owned by a third party
encompassing approximately 0.4 million square feet, and held debt and preferred equity investments with a book value of
$346.7 million, excluding debt and preferred equity investments and other financing receivables totaling $7.9 million that are
included in balance sheet line items other than the Debt and preferred equity investments line item.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on
historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect our more significant judgments and estimates used in the preparation of our
consolidated financial statements.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the
development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major
investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an
acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Signed an early lease renewal with CBS Broadcasting, Inc. for 184,367 square feet at 555 West 57th Street.
Signed an early lease renewal of 41,851 square feet and expansion by 49,717 square feet with one of the world's
largest sovereign wealth funds at 280 Park Avenue.
Signed a new lease with Stonepeak Partners L.P. for 76,716 square feet at 245 Park Avenue.
Signed a new lease with EQT Partners Inc. for 76,204 square feet at 245 Park Avenue.
Following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest at
625 Madison Avenue to a 90.43% ownership interest. The fee interest is subject to a $223.0 million third-party
mortgage, which matures in December 2026 and bears interest at a fixed rate of 6.05%.
Acquisitions
Dispositions
•
Together with our joint venture partner, the Company entered into an agreement to sell the fee ownership interest in
625 Madison Avenue for a gross sales price of $634.6 million. In connection with the sale, the Company, together
with its joint venture partner, will originate a $235.5 million preferred equity investment in the property. The
transaction is expected to close in the first quarter of 2024.
Together with our joint venture partners, closed on the sale of the equity interests in the condominium units at 21
East 66th Street for total consideration of $40.6 million.
Closed on the sale of a 49.9% joint venture interest in 245 Park Avenue for a gross asset valuation of $2.0 billion.
The Company retained a 50.1% interest in the property.
Together with our joint venture partner, closed on the sale of the retail condominiums at 121 Greene Street for a
gross sales price of $14.0 million.
Finance
Closed on a modification of the mortgage at 185 Broadway to extend the maturity to November 2026, as fully
extended. The modification also converted the previous floating rate of 2.85% over Term SOFR to a fixed rate of
6.65% per annum through November 2025 and 2.55% over Term SOFR thereafter. The Company made a $20.0
million principal payment at closing resulting in an outstanding loan amount of $190.1 million as of December 31,
2023.
Together with our joint venture partner, closed on a modification of the mortgage at 719 Seventh Avenue to extend
the maturity date to December 2024 with no change to the interest rate of 1.31% over Term SOFR.
Together with our joint venture partner, closed on a modification of the mortgage at 115 Spring Street to extend the
maturity date to March 2025. The modification also converted the floating rate of 3.40% over Term SOFR to a fixed
rate of 5.50% for the term of the extension.
Together with our joint venture partners, closed on a modification of the construction loan at One Madison Avenue,
allowing the partnership to utilize the final tranche of the facility for an expanded range of uses, including additional
amenities funded by construction cost savings and for hedging activities in contemplation of a permanent financing.
Together with our joint venture partner, closed on the refinancing of 919 Third Avenue. The new $500.0 million
mortgage replaces the previous $500.0 million mortgage, matures in April 2028, as fully extended, and bears interest
at a floating rate of 2.50% over Term SOFR, which the partnership swapped to a fixed rate of 6.11%.
Debt and Preferred Equity Investments
that was scheduled to mature in October 2023.
Increased debt and preferred equity investments by $80.3 million, inclusive of advances under future funding
obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, and transferred
investments with a carrying value of $349.9 million to equity ownership.
Construction in Progress
•
The 1.4 million square foot tower at One Madison Avenue secured its temporary certificate of occupancy in
September 2023, marking completion of the development three months ahead of schedule and significantly under
Signed an early lease renewal of 141,589 square feet and expansion by an additional 128,316 square feet with a
premier financial services tenant at 280 Park Avenue.
budget. The milestone triggered cash payments to the Company totaling $577.4 million, representing the final equity
payment from its joint venture partners. The cash was used to repay unsecured corporate debt.
•
A temporary certificate of occupancy was issued by the New York City Buildings Department for the base building
and the dormitory units at 15 Beekman. These units were turned over to Pace University, which has leased the
property for a term of 30 years.
As of December 31, 2023, we owned the following interests in properties in the New York metropolitan area, primarily in
midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
Location
Property Type
Number of
Properties
Approximate
Square Feet
Number of
Properties
Approximate
Square Feet
Number of
Properties
Approximate
Square Feet
Weighted
Average
Leased
Occupancy(1)
Consolidated
Unconsolidated
Total
Commercial:
Manhattan
Office
Retail
Development/
Redevelopment
Suburban
Office
Total commercial properties
Residential:
Manhattan
Residential
Total portfolio
(2)
(2)
(3)
(3)
13
3
3
19
7
26
1
27
8,399,141
40,536
1,443,771
9,883,448
862,800
10,746,248
12
15,412,174
7
3
22
—
22
281,796
2,893,357
18,587,327
—
18,587,327
140,382
1
221,884
10,886,630
23
18,809,211
25
10
6
41
7
48
2
50
(2)
(2)
(2)
(2)
(2)
(2)
23,811,315
322,332
4,337,128
28,470,775
862,800
29,333,575
362,266
29,695,841
89.4 %
91.2 %
N/A
89.5 %
77.1 %
89.0 %
99.0 %
89.2 %
(1)
(2)
(3)
The weighted average leased occupancy for commercial properties represents the total leased square footage divided by total square footage at
acquisition. The weighted average leased occupancy for residential properties represents the total leased units divided by total available units. Properties
under construction are not included in the calculation of weighted average leased occupancy.
Includes assets within the Company's alternative strategy portfolio. Within that portfolio, office includes one building totaling 2,048,725 square feet,
retail includes eight buildings totaling 286,738 square feet and development/redevelopment includes two buildings totaling 1,496,931 square feet.
As of December 31, 2023, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of
residential space and approximately 50,206 square feet (unaudited) of office and retail space. For the purpose of this report, we have included this
building in the number of residential properties we own. However, we have included only the residential square footage in the residential approximate
square footage, and have listed the balance of the square footage as development square footage.
As of December 31, 2023, we also managed one office building and one retail building owned by a third party
encompassing approximately 0.4 million square feet, and held debt and preferred equity investments with a book value of
$346.7 million, excluding debt and preferred equity investments and other financing receivables totaling $7.9 million that are
included in balance sheet line items other than the Debt and preferred equity investments line item.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on
historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the
following critical accounting policies affect our more significant judgments and estimates used in the preparation of our
consolidated financial statements.
Closed on a $20.0 million upsize and three-year extension of a $39.1 million debt and preferred equity investment
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the
development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major
investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an
acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition
date.
2
3
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We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to
be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place
leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves
subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real
estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among
other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison
approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on
estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future
cash flows are based on a number of factors including the historical operating results, known trends, and market/economic
conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the
amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or
operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii)
the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part
of the remaining economic life of the asset, or iv) the present value of the lease payments exceeds substantially all of the fair
value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements
of operations, operating leases are expensed through operating lease rent while financing leases are expensed through
amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize
a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is
substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under
development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs
essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and
related costs and other costs incurred during the period of development. We consider a construction project as substantially
completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major
construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for
occupancy and capitalize only those costs associated with the portions under construction.
On a periodic basis, we assess whether there are any indications that the value of our consolidated real estate properties
may be impaired or that their carrying value may not be recoverable. A consolidated property's value is considered impaired if
management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the
carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying
amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment
indicators based on factors such as, among other things, market conditions, occupancy rates, collections, and the overall
operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential
impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth
rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and
sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate
assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no
longer recorded. See Note 4, "Properties Held for Sale and Property Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where
we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary.
We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are
considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as
well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us
from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the
joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are
protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the
Company for the activities that most significantly impact the joint venture’s economic performance based on the business
purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are
provided with participating or protective rights over the activities that most significantly impact the entity’s economic
performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the
right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and
auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary
beneficiary, we do not consolidate the entity.
These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently
adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from
unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes
adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture
agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased
economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is
earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess
of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the
joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint
ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate
upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value
of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments
for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment
in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired as of
December 31, 2023.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to
receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same
as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of
accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and
preferred equity investments.
Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not
classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if
the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the
economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds
substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any
value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct
financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and
unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease and we have
determined that the collectability of substantially all of the lease payments are probable. If collectability of substantially all of
the lease payments is assessed as not probable, rental revenue is recognized only upon actual receipt. The Company assesses the
probability of collecting substantially all payments under its leases based on multiple factors, including, among other things,
payment history of the lessee, the credit rating of the lessee, historical operations and trends within the lessee’s industry, current
and future economic conditions. If collectability of substantially all of the lease payments is assessed as not probable, any
difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a
current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a
current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if
collectability had always been assessed as probable and the rental revenue recognized to date.
Rental revenue recognition commences when the leased space is available for its intended use by the lessee. To determine
whether the leased space is available for its intended use by the lessee, management evaluates whether we are the owner of
tenant improvements for accounting purposes or the tenant is. When management concludes that we are the owner of tenant
improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such
tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of
tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred
rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and certain
operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in
certain building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters
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5
leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves
subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real
estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among
other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison
approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on
estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future
cash flows are based on a number of factors including the historical operating results, known trends, and market/economic
conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the
amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or
operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii)
the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part
of the remaining economic life of the asset, or iv) the present value of the lease payments exceeds substantially all of the fair
value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements
of operations, operating leases are expensed through operating lease rent while financing leases are expensed through
amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize
a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is
substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under
development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs
essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and
related costs and other costs incurred during the period of development. We consider a construction project as substantially
completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major
construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for
occupancy and capitalize only those costs associated with the portions under construction.
On a periodic basis, we assess whether there are any indications that the value of our consolidated real estate properties
may be impaired or that their carrying value may not be recoverable. A consolidated property's value is considered impaired if
management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the
carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying
amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment
indicators based on factors such as, among other things, market conditions, occupancy rates, collections, and the overall
operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential
impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth
rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and
sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate
assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no
longer recorded. See Note 4, "Properties Held for Sale and Property Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where
we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary.
We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are
considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as
well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us
from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the
joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are
protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the
Company for the activities that most significantly impact the joint venture’s economic performance based on the business
provided with participating or protective rights over the activities that most significantly impact the entity’s economic
performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the
right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to
be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place
auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary
beneficiary, we do not consolidate the entity.
These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently
adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from
unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes
adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture
agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased
economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is
earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess
of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the
joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint
ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate
upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value
of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments
for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment
in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired as of
December 31, 2023.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to
receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same
as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of
accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and
preferred equity investments.
Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not
classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if
the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the
economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds
substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any
value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct
financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and
unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease and we have
determined that the collectability of substantially all of the lease payments are probable. If collectability of substantially all of
the lease payments is assessed as not probable, rental revenue is recognized only upon actual receipt. The Company assesses the
probability of collecting substantially all payments under its leases based on multiple factors, including, among other things,
payment history of the lessee, the credit rating of the lessee, historical operations and trends within the lessee’s industry, current
and future economic conditions. If collectability of substantially all of the lease payments is assessed as not probable, any
difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a
current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a
current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if
collectability had always been assessed as probable and the rental revenue recognized to date.
Rental revenue recognition commences when the leased space is available for its intended use by the lessee. To determine
whether the leased space is available for its intended use by the lessee, management evaluates whether we are the owner of
tenant improvements for accounting purposes or the tenant is. When management concludes that we are the owner of tenant
improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such
tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of
tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred
purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are
rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and certain
operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in
certain building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters
4
5
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The Company evaluates the amount expected to be collected based on current market and economic conditions, historical
loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data and
external data which may include, among others, governmental economic projections for the New York City Metropolitan area,
public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset class and
adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we may also
use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be collected
for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying
collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment,
which include both asset level and market assumptions over the relevant time period.
In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through
“3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 -
Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or 3
characteristics specific to the loan warrant the use of a probability-weighted model.
Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market
value using available market information obtained through consultation with dealers or other originators of such investments as
well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management
may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its
expected amount to be collected.
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity
investments line are also measured at the net amount expected to the be collected.
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables
are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Write offs of
accrued interest receivables are recognized as an expense for loan loss and other investment reserves.
over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect
during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations.
Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is
included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical
usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service
during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional
rent only for services which exceed base building services or for services which are provided outside normal business hours.
These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are
different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses
for the current year.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance
and general security. We have elected to combine the non-lease components with the lease components of our operating lease
agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity
are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our
owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
expectations of current conditions, historical loss information and supportable forecasts described above or whether risk
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments
and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates,
which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's
determination that accrued interest is collectible. If management cannot make this determination, interest income above the
current pay rate is recognized only upon actual receipt.
The Company assesses the probability of a borrower’s ability to repay the debt and preferred equity investment similar to
the factors noted above. We consider a debt and preferred equity investment to be past due when amounts contractually due
have not been paid. Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which
payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes
doubtful. Interest income recognition is resumed on any debt or preferred equity investment that is on non-accrual status when
such debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to
interest income over the terms of the related investments using the effective interest method. Fees received in connection with
loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment
to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield
adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related
investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to
recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the
investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral,
we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual
cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are
also recognized over the term of the loan as an adjustment to yield.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the
criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of
the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or
premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income
on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of
investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Revenues from the sale of SUMMIT tickets are recognized upon admission or ticket expirations. Deferred revenue
related to unused and unexpired tickets as of December 31, 2023 and 2022 was $2.6 million and $2.0 million, respectively, and
is included in Deferred revenue on the consolidated balance sheets.
Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC
326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying
value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss
and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts
are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or
acquisition of equity interests in the collateral.
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7
The Company evaluates the amount expected to be collected based on current market and economic conditions, historical
loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data and
external data which may include, among others, governmental economic projections for the New York City Metropolitan area,
public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset class and
adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we may also
use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be collected
for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying
collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment,
which include both asset level and market assumptions over the relevant time period.
In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through
“3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 -
Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or 3
are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our
expectations of current conditions, historical loss information and supportable forecasts described above or whether risk
characteristics specific to the loan warrant the use of a probability-weighted model.
Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market
value using available market information obtained through consultation with dealers or other originators of such investments as
well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management
may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its
expected amount to be collected.
the factors noted above. We consider a debt and preferred equity investment to be past due when amounts contractually due
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity
have not been paid. Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which
investments line are also measured at the net amount expected to the be collected.
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables
are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Write offs of
accrued interest receivables are recognized as an expense for loan loss and other investment reserves.
over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect
during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations.
Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is
included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical
usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service
during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional
rent only for services which exceed base building services or for services which are provided outside normal business hours.
These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are
different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses
for the current year.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance
and general security. We have elected to combine the non-lease components with the lease components of our operating lease
agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity
owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments
and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates,
which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's
determination that accrued interest is collectible. If management cannot make this determination, interest income above the
current pay rate is recognized only upon actual receipt.
The Company assesses the probability of a borrower’s ability to repay the debt and preferred equity investment similar to
payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes
doubtful. Interest income recognition is resumed on any debt or preferred equity investment that is on non-accrual status when
such debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to
interest income over the terms of the related investments using the effective interest method. Fees received in connection with
loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment
to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield
adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related
investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to
recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the
investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral,
we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual
cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are
also recognized over the term of the loan as an adjustment to yield.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the
criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of
the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or
premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income
on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of
investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Revenues from the sale of SUMMIT tickets are recognized upon admission or ticket expirations. Deferred revenue
related to unused and unexpired tickets as of December 31, 2023 and 2022 was $2.6 million and $2.0 million, respectively, and
is included in Deferred revenue on the consolidated balance sheets.
Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC
326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying
value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss
and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts
are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or
acquisition of equity interests in the collateral.
6
7
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Rental revenues increased due primarily to the acquisition of 245 Park Avenue ($23.3 million) during the third quarter
of 2022 and prior to its deconsolidation in the second quarter of 2023, offset by a lower contribution from our Same-Store
Properties due primarily to reduced occupancy ($7.0 million).
The following table presents a summary of the commenced leasing activity for the year ended December 31, 2023 in our
Manhattan portfolio:
Usable
SF
Rentable
SF
New
Cash
Rent (per
rentable
SF) (1)
Prev.
Escalated
Rent (per
rentable
SF) (2)
TI/LC
per
rentable
SF
Free
Rent (in
months)
Average
Lease
Term (in
years)
Manhattan
Space available at beginning of the year
Acquired vacancies
Property out of redevelopment
Space which became available during the year(3)
2,227,978
51,490
(56,718)
1,337,519
38,650
13,282
1,389,451
3,612,201
Total space available
Leased space commenced during the year:
Total leased space commenced
705,708
772,811 $
75.59 $
77.19 $
67.98
665,886
727,901 $
75.65 $
77.59 $
33,607
6,215
36,674 $
85.04 $
180.38 $
8,236 $
28.00 $
17.25 $
68.67
69.53
—
Total available space at end of year
2,906,493
• Office
• Retail
• Storage
• Office(4)
• Retail
• Storage
Early renewals
• Office
• Retail
• Storage
7.3
11.1
3.3
7.5
5.8
—
3.6
5.6
6.5
7.5
3.4
6.6
6.4
14.0
9.9
6.8
7.2
4.8
6.0
7.1
6.8
11.1
8.4
6.9
Results of Operations
Rental Revenue
Comparison of the year ended December 31, 2023 to the year ended December 31, 2022
The following comparison for the year ended December 31, 2023, or 2023, to the year ended December 31, 2022, or
2022, makes reference to the effect of the following:
i. “Same-Store Properties,” which represents all operating properties owned by us at January 1, 2022 and still owned by
us in the same manner as of December 31, 2023 (Same-Store Properties totaled 20 of our 27 consolidated operating
properties),
ii. “Acquisition Properties,” which represents all properties or interests in properties acquired in 2023 and 2022 and all
non-Same-Store Properties, including properties that are under development or redevelopment,
iii. "Disposed Properties" which represents all properties or interests in properties sold in 2023 and 2022,
iv. "Alternative Strategy Portfolio," which represents non-core assets, and
v. “Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items
not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
(in millions)
2023
2022
$
Change
%
Change
2023
2022
2023
2022
2023
2022
$
Change
%
Change
Same-Store
Disposed
Other
Consolidated
Rental revenue
$ 549.6 $ 556.7 $ (7.1)
(1.3) % $ — $ 0.9 $ 133.7 $ 113.9 $ 683.3 $ 671.5 $ 11.8
SUMMIT Operator revenue
Investment income
Other income
Total revenues
—
—
4.1
—
—
— % —
—
118.3
89.0
118.3
—
3.9
—
0.2
— % —
5.1 % —
—
10.4
34.7
73.3
81.1
63.5
34.7
77.4
89.0
81.1
77.8
553.7
560.6
(6.9)
(1.2) % —
11.3
360.0
347.5
913.7
919.4
Property operating expenses
277.0
266.7
10.3
3.9 %
0.2
2.0
90.3
70.5
367.5
339.2
SUMMIT Operator expenses
Transaction related costs
Marketing, general and
administrative
—
—
—
—
—
—
—
— % —
—
101.2
89.2
101.2
— % —
—
1.1
0.4
1.1
89.2
0.4
—
—
— % —
—
111.4
93.8
111.4
93.8
277.0
266.7
10.3
3.9 %
0.2
2.0
304.0
253.9
581.2
522.6
29.3
(46.4)
(0.4)
(5.7)
28.3
12.0
0.7
17.6
58.6
1.8 %
32.9 %
(57.2) %
(0.5) %
(0.6) %
8.3 %
13.5 %
175.0 %
18.8 %
11.2 %
Other income (expenses):
Interest expense and
amortization of deferred
financing costs, net of
interest income
SUMMIT Operator tax
expense
Depreciation and
amortization
Equity in net loss from
unconsolidated joint ventures
Equity in net loss on sale of
interest in unconsolidated
joint venture/real estate
Purchase price and other fair
value adjustments
Loss on sale of real estate,
net
Depreciable real estate
reserves and impairments
Loss on early extinguishment
of debt
Loan loss and other
investment reserves, net of
recoveries
Net loss
$ (145.0) $ (97.3) $ (47.7)
49.0 %
(9.2)
(2.6)
(6.6)
253.8 %
Total early renewals
676,941
746,140 $
86.26 $
82.88 $
40.48
654,708
723,334 $
84.08 $
80.64 $
41.75
17,087
5,146
17,252 $
195.10 $
192.91 $
5,554 $
31.46 $
33.07 $
—
—
(247.8)
(216.2)
(31.6)
14.6 %
(76.5)
(58.0)
(18.5)
31.9 %
(13.4)
(0.1)
(13.3)
13,300.0 %
(17.3)
(8.1)
(9.2)
113.6 %
(32.4)
(84.5)
52.1
(61.7) %
(382.4)
(6.3)
(376.1)
5,969.8 %
(0.9)
—
(0.9)
— %
(6.9)
—
(6.9)
— %
$ (599.3) $ (76.3) $ (523.0)
685.5 %
Total commenced leases, including replaced
previous vacancy
• Office
• Retail
• Storage
Total commenced leases
Annual initial base rent.
(1)
(2)
(3)
(4)
1,208,614 rentable square feet.
consumer price index (CPI) adjustment.
1,451,235 $
79.85 $
79.41 $
53,926 $
120.25 $
191.53 $
13,790 $
29.39 $
24.30 $
55.25
47.29
—
1,518,951 $
80.83 $
80.61 $
54.47
Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
Average starting office rent excluding new tenants replacing vacancies was $77.08 per rentable square feet for 485,280 rentable square feet. Average
starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $81.27 per rentable square feet for
79305_SLG 10K_r1.indd 8
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8
9
Results of Operations
Rental Revenue
Comparison of the year ended December 31, 2023 to the year ended December 31, 2022
The following comparison for the year ended December 31, 2023, or 2023, to the year ended December 31, 2022, or
2022, makes reference to the effect of the following:
Rental revenues increased due primarily to the acquisition of 245 Park Avenue ($23.3 million) during the third quarter
of 2022 and prior to its deconsolidation in the second quarter of 2023, offset by a lower contribution from our Same-Store
Properties due primarily to reduced occupancy ($7.0 million).
The following table presents a summary of the commenced leasing activity for the year ended December 31, 2023 in our
i. “Same-Store Properties,” which represents all operating properties owned by us at January 1, 2022 and still owned by
Manhattan portfolio:
us in the same manner as of December 31, 2023 (Same-Store Properties totaled 20 of our 27 consolidated operating
Usable
SF
Rentable
SF
New
Cash
Rent (per
rentable
SF) (1)
Prev.
Escalated
Rent (per
rentable
SF) (2)
TI/LC
per
rentable
SF
Free
Rent (in
months)
Average
Lease
Term (in
years)
Manhattan
Space available at beginning of the year
Acquired vacancies
Property out of redevelopment
Space which became available during the year(3)
• Office
• Retail
• Storage
Total space available
Leased space commenced during the year:
• Office(4)
• Retail
• Storage
2,227,978
51,490
(56,718)
1,337,519
38,650
13,282
1,389,451
3,612,201
665,886
727,901 $
75.65 $
77.59 $
33,607
6,215
36,674 $
85.04 $
180.38 $
8,236 $
28.00 $
17.25 $
68.67
69.53
—
Total leased space commenced
705,708
772,811 $
75.59 $
77.19 $
67.98
Total available space at end of year
2,906,493
Early renewals
• Office
• Retail
• Storage
654,708
723,334 $
84.08 $
80.64 $
41.75
17,087
5,146
17,252 $
195.10 $
192.91 $
5,554 $
31.46 $
33.07 $
—
—
(9.2)
(2.6)
(6.6)
253.8 %
Total early renewals
676,941
746,140 $
86.26 $
82.88 $
40.48
Total commenced leases, including replaced
previous vacancy
• Office
• Retail
• Storage
1,451,235 $
79.85 $
79.41 $
53,926 $
120.25 $
191.53 $
13,790 $
29.39 $
24.30 $
55.25
47.29
—
Total commenced leases
1,518,951 $
80.83 $
80.61 $
54.47
7.3
11.1
3.3
7.5
5.8
—
3.6
5.6
6.5
7.5
3.4
6.6
6.4
14.0
9.9
6.8
7.2
4.8
6.0
7.1
6.8
11.1
8.4
6.9
(1)
(2)
(3)
(4)
Annual initial base rent.
Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a
consumer price index (CPI) adjustment.
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
Average starting office rent excluding new tenants replacing vacancies was $77.08 per rentable square feet for 485,280 rentable square feet. Average
starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $81.27 per rentable square feet for
1,208,614 rentable square feet.
$ (145.0) $ (97.3) $ (47.7)
49.0 %
(247.8)
(216.2)
(31.6)
14.6 %
(76.5)
(58.0)
(18.5)
31.9 %
(13.4)
(0.1)
(13.3)
13,300.0 %
(17.3)
(8.1)
(9.2)
113.6 %
(32.4)
(84.5)
52.1
(61.7) %
(382.4)
(6.3)
(376.1)
5,969.8 %
(0.9)
—
(0.9)
— %
(6.9)
—
(6.9)
— %
$ (599.3) $ (76.3) $ (523.0)
685.5 %
properties),
ii. “Acquisition Properties,” which represents all properties or interests in properties acquired in 2023 and 2022 and all
non-Same-Store Properties, including properties that are under development or redevelopment,
iii. "Disposed Properties" which represents all properties or interests in properties sold in 2023 and 2022,
iv. "Alternative Strategy Portfolio," which represents non-core assets, and
v. “Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items
not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
(in millions)
2023
2022
Change
Change
2023
2022
2023
2022
2023
2022
Change
$
%
Same-Store
Disposed
Other
Consolidated
Rental revenue
$ 549.6 $ 556.7 $ (7.1)
(1.3) % $ — $ 0.9 $ 133.7 $ 113.9 $ 683.3 $ 671.5 $ 11.8
—
—
3.9
—
—
0.2
(6.9)
— % —
—
118.3
89.0
118.3
— % —
—
34.7
81.1
5.1 % —
10.4
73.3
63.5
34.7
77.4
553.7
560.6
(1.2) % —
11.3
360.0
347.5
913.7
919.4
Property operating expenses
277.0
266.7
10.3
3.9 %
0.2
2.0
90.3
70.5
367.5
339.2
—
—
—
—
— % —
—
101.2
89.2
101.2
— % —
—
1.1
0.4
1.1
—
—
— % —
—
111.4
93.8
111.4
93.8
277.0
266.7
10.3
3.9 %
0.2
2.0
304.0
253.9
581.2
522.6
89.0
81.1
77.8
89.2
0.4
$
%
Change
29.3
(46.4)
(0.4)
(5.7)
28.3
12.0
0.7
17.6
58.6
1.8 %
32.9 %
(57.2) %
(0.5) %
(0.6) %
8.3 %
13.5 %
175.0 %
18.8 %
11.2 %
—
—
4.1
—
—
—
SUMMIT Operator revenue
Investment income
Other income
Total revenues
SUMMIT Operator expenses
Transaction related costs
Marketing, general and
administrative
Other income (expenses):
Interest expense and
amortization of deferred
financing costs, net of
interest income
SUMMIT Operator tax
expense
Depreciation and
amortization
Equity in net loss from
unconsolidated joint ventures
Equity in net loss on sale of
interest in unconsolidated
joint venture/real estate
Purchase price and other fair
value adjustments
Loss on sale of real estate,
net
Depreciable real estate
reserves and impairments
Loss on early extinguishment
of debt
Loan loss and other
investment reserves, net of
recoveries
Net loss
8
9
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SUMMIT Operator revenue
Equity in net loss from unconsolidated joint ventures
SUMMIT Operator revenues were higher for the year ended December 31, 2023, compared to the same period in 2022
Equity in net loss from unconsolidated joint ventures increased as a result of increased interest expense across our joint
due primarily to increased attendance.
Investment Income
Investment income decreased due to a lower weighted average debt and preferred equity investment balance and a lower
weighted average yield for the period ended December 31, 2023 as compared to the same period in 2022 as well as the
recognition of previously unrecorded default interest on our preferred equity investment at 245 Park Avenue in the third quarter
of 2022. For the years ended December 31, 2023 and 2022, the weighted average balance of our debt and preferred equity
investment portfolio and the weighted average yield were $0.6 billion and 6.2%, respectively, compared to $1.0 billion and
8.3%, respectively. As of December 31, 2023, the debt and preferred equity investment portfolio had a weighted average term
to maturity of 1.9 years excluding extension options.
Other Income
Other income decreased primarily due to income related to the resolution of the Company's investment in 1591-1597
Broadway ($5.0 million) in the second quarter of 2022. This decrease was offset by increases in lease termination income
($1.1 million), and an increase in special servicing income for the year ended December 31, 2023 ($1.1 million) as compared to
the same period in 2022.
Property Operating Expenses
Property operating expenses increased due primarily to acquiring 245 Park Avenue ($8.6 million) in the third quarter of
2022 and prior to its deconsolidation in the second quarter of 2023, increased variable expenses ($7.5 million) and real estate
taxes ($2.8 million) at our Same-Store Properties, and increased variable expenses at our Acquired Properties ($7.8 million),
partially offset by decreased variable expenses at our Disposed Properties ($1.2 million).
SUMMIT Operator expenses
SUMMIT Operator expenses were higher for the year ended December 31, 2023, compared to the same period in 2022
due to additional operating hours in 2023 to accommodate demand, which increased variable costs such as labor, security,
cleaning and maintenance costs.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses increased to $111.4 million for the year ended December 31, 2023,
compared to $93.8 million for the same period in 2022 due to increased compensation expense related to the non-renewal of the
Company's former President ($18.7 million).
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, increased due to rising LIBOR and
SOFR rates, higher interest expense from unsecured corporate term loans ($32.9 million) and the revolving credit facility
($20.5 million) for the year ended December 31, 2023 as compared to the year ended December 31, 2022, acquiring 245 Park
Avenue in the third quarter of 2022 ($8.0 million) prior to its deconsolidation in the second quarter of 2023, and the refinancing
of 100 Church ($7.9 million) in the second quarter of 2022. These increases were offset primarily by the repayment of
unsecured bonds ($20.9 million) in the third quarter of 2022. The weighted average consolidated debt balance outstanding was
$4.6 billion for the year ended December 31, 2023 as compared to $4.6 billion for the year ended December 31, 2022. The
consolidated weighted average interest rate was 4.71% for the year ended December 31, 2023 as compared to 3.55% for the
year ended December 31, 2022.
SUMMIT Operator tax expense
The increase in SUMMIT Operator income tax expense for the year ended December 31, 2023 compared to the same
period in 2022 was attributable to higher taxable income for SUMMIT Operator.
Depreciation and Amortization
Depreciation and amortization increased primarily due to acquiring 245 Park Avenue ($20.3 million) in the third quarter
of 2022 and prior to its deconsolidation in the second quarter of 2023, an increase at our Acquired Properties ($8.6 million) and
Same-Store Properties ($2.5 million) for the year ended December 31, 2023.
venture portfolio ($67.6 million). This was partially offset by additional income at 2 Herald Square ($29.8 million) comprised
primarily of holdover rent, interest, settlement income, lease termination income and reimbursement of attorneys' fees collected
following the completion of legal proceedings against a former tenant and its guarantor, as well as an increase in income from
operations at One Vanderbilt Avenue ($22.9 million).
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2023, we recognized losses on the sales of our interests in 21 East 66th Street
($12.7 million) and 121 Greene Street ($0.3 million). During the year ended December 31, 2022, we recognized a loss on the
sale of our interest in the Stonehenge Portfolio (less than $0.1 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2023, we recorded a $17.0 million fair value adjustment relating to the 50.1%
interest we retained in 245 Park Avenue, which was deconsolidated when a 49.9% joint venture interest was sold. Additionally,
we recorded a $10.4 million fair value adjustment related to derivatives that are not designated as hedges for accounting
purposes. This was partially offset by a $10.2 million purchase price adjustment related to a previous transaction. During the
year ended December 31, 2022, we recorded a $6.4 million fair value adjustment related to an investment in marketable
securities and a $1.7 million fair value adjustment related to derivatives that are not designated as hedges.
Loss on sale of real estate, net
During the year ended December 31, 2023, we recognized a loss on the sale of a 49.9% joint venture interest in 245 Park
Avenue ($32.8 million). During the year ended December 31, 2022, we recognized losses on the sales of 609 Fifth Avenue
($80.2 million), 885 Third Avenue ($24.0 million) and 707 Eleventh Avenue ($0.8 million), offset by a gain on the sale of 1080
Amsterdam Avenue ($17.9 million).
Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2023, we recognized depreciable real estate reserves and impairments related to our
leasehold interest at 625 Madison Avenue ($272.6 million), which was under contract for sale as of December 31, 2023, 2
Herald Square ($101.7 million) and 1552-1560 Broadway ($8.0 million) following an assessment of the investments for
recoverability. During the year ended December 31, 2022, we recognized depreciable real estate reserves and impairments
related to 121 Greene Street ($6.3 million) as the investment was under contract for sale as of December 31, 2022.
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2023, we recorded $6.9 million of loan loss reserve on one debt and preferred equity
investment. During the year ended December 31, 2022, we did not recognize any loan loss and other investment reserves.
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021
For a comparison of the year ended December 31, 2022 to the year ended December 31, 2021, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year
ended December 31, 2022, which was filed with the SEC on February 17, 2023.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for
working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share
repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and
for debt and preferred equity investments will include:
Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of
(1)
(2)
(3)
(4)
(5)
(6)
Cash flow from operations;
Cash on hand;
debt and preferred equity investments;
Borrowings under the revolving credit facility;
Other forms of secured or unsecured financing; and
Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership
(including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred
securities).
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11
SUMMIT Operator revenues were higher for the year ended December 31, 2023, compared to the same period in 2022
SUMMIT Operator revenue
due primarily to increased attendance.
Investment Income
Investment income decreased due to a lower weighted average debt and preferred equity investment balance and a lower
weighted average yield for the period ended December 31, 2023 as compared to the same period in 2022 as well as the
recognition of previously unrecorded default interest on our preferred equity investment at 245 Park Avenue in the third quarter
of 2022. For the years ended December 31, 2023 and 2022, the weighted average balance of our debt and preferred equity
investment portfolio and the weighted average yield were $0.6 billion and 6.2%, respectively, compared to $1.0 billion and
8.3%, respectively. As of December 31, 2023, the debt and preferred equity investment portfolio had a weighted average term
to maturity of 1.9 years excluding extension options.
Other Income
Other income decreased primarily due to income related to the resolution of the Company's investment in 1591-1597
Broadway ($5.0 million) in the second quarter of 2022. This decrease was offset by increases in lease termination income
($1.1 million), and an increase in special servicing income for the year ended December 31, 2023 ($1.1 million) as compared to
the same period in 2022.
Property Operating Expenses
Property operating expenses increased due primarily to acquiring 245 Park Avenue ($8.6 million) in the third quarter of
2022 and prior to its deconsolidation in the second quarter of 2023, increased variable expenses ($7.5 million) and real estate
taxes ($2.8 million) at our Same-Store Properties, and increased variable expenses at our Acquired Properties ($7.8 million),
partially offset by decreased variable expenses at our Disposed Properties ($1.2 million).
SUMMIT Operator expenses were higher for the year ended December 31, 2023, compared to the same period in 2022
due to additional operating hours in 2023 to accommodate demand, which increased variable costs such as labor, security,
SUMMIT Operator expenses
cleaning and maintenance costs.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses increased to $111.4 million for the year ended December 31, 2023,
compared to $93.8 million for the same period in 2022 due to increased compensation expense related to the non-renewal of the
Company's former President ($18.7 million).
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, increased due to rising LIBOR and
SOFR rates, higher interest expense from unsecured corporate term loans ($32.9 million) and the revolving credit facility
($20.5 million) for the year ended December 31, 2023 as compared to the year ended December 31, 2022, acquiring 245 Park
Avenue in the third quarter of 2022 ($8.0 million) prior to its deconsolidation in the second quarter of 2023, and the refinancing
of 100 Church ($7.9 million) in the second quarter of 2022. These increases were offset primarily by the repayment of
unsecured bonds ($20.9 million) in the third quarter of 2022. The weighted average consolidated debt balance outstanding was
$4.6 billion for the year ended December 31, 2023 as compared to $4.6 billion for the year ended December 31, 2022. The
consolidated weighted average interest rate was 4.71% for the year ended December 31, 2023 as compared to 3.55% for the
year ended December 31, 2022.
SUMMIT Operator tax expense
Depreciation and Amortization
The increase in SUMMIT Operator income tax expense for the year ended December 31, 2023 compared to the same
period in 2022 was attributable to higher taxable income for SUMMIT Operator.
Depreciation and amortization increased primarily due to acquiring 245 Park Avenue ($20.3 million) in the third quarter
of 2022 and prior to its deconsolidation in the second quarter of 2023, an increase at our Acquired Properties ($8.6 million) and
Same-Store Properties ($2.5 million) for the year ended December 31, 2023.
Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased as a result of increased interest expense across our joint
venture portfolio ($67.6 million). This was partially offset by additional income at 2 Herald Square ($29.8 million) comprised
primarily of holdover rent, interest, settlement income, lease termination income and reimbursement of attorneys' fees collected
following the completion of legal proceedings against a former tenant and its guarantor, as well as an increase in income from
operations at One Vanderbilt Avenue ($22.9 million).
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2023, we recognized losses on the sales of our interests in 21 East 66th Street
($12.7 million) and 121 Greene Street ($0.3 million). During the year ended December 31, 2022, we recognized a loss on the
sale of our interest in the Stonehenge Portfolio (less than $0.1 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2023, we recorded a $17.0 million fair value adjustment relating to the 50.1%
interest we retained in 245 Park Avenue, which was deconsolidated when a 49.9% joint venture interest was sold. Additionally,
we recorded a $10.4 million fair value adjustment related to derivatives that are not designated as hedges for accounting
purposes. This was partially offset by a $10.2 million purchase price adjustment related to a previous transaction. During the
year ended December 31, 2022, we recorded a $6.4 million fair value adjustment related to an investment in marketable
securities and a $1.7 million fair value adjustment related to derivatives that are not designated as hedges.
Loss on sale of real estate, net
During the year ended December 31, 2023, we recognized a loss on the sale of a 49.9% joint venture interest in 245 Park
Avenue ($32.8 million). During the year ended December 31, 2022, we recognized losses on the sales of 609 Fifth Avenue
($80.2 million), 885 Third Avenue ($24.0 million) and 707 Eleventh Avenue ($0.8 million), offset by a gain on the sale of 1080
Amsterdam Avenue ($17.9 million).
Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2023, we recognized depreciable real estate reserves and impairments related to our
leasehold interest at 625 Madison Avenue ($272.6 million), which was under contract for sale as of December 31, 2023, 2
Herald Square ($101.7 million) and 1552-1560 Broadway ($8.0 million) following an assessment of the investments for
recoverability. During the year ended December 31, 2022, we recognized depreciable real estate reserves and impairments
related to 121 Greene Street ($6.3 million) as the investment was under contract for sale as of December 31, 2022.
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2023, we recorded $6.9 million of loan loss reserve on one debt and preferred equity
investment. During the year ended December 31, 2022, we did not recognize any loan loss and other investment reserves.
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021
For a comparison of the year ended December 31, 2022 to the year ended December 31, 2021, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year
ended December 31, 2022, which was filed with the SEC on February 17, 2023.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for
working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share
repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and
for debt and preferred equity investments will include:
(1)
(2)
(3)
(4)
(5)
(6)
Cash flow from operations;
Cash on hand;
Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of
debt and preferred equity investments;
Borrowings under the revolving credit facility;
Other forms of secured or unsecured financing; and
Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership
(including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred
securities).
10
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Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the
net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants
and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will
continue to serve as a source of operating cash flow.
The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior
unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension
options and put options, estimated interest expense, and our obligations under our financing and operating leases, as of
December 31, 2023 are as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total
Property mortgages and other
loans
Revolving credit facility
Unsecured term loans
Senior unsecured notes
Trust preferred securities
Financing leases
Operating leases
Estimated interest expense
Company's share of joint
venture debt
$
387,238 $
370,000 $
190,148 $
550,000 $
— $
— $
1,497,386
—
200,000
—
—
3,180
53,455
173,873
—
—
100,000
—
3,228
53,595
132,568
—
—
—
—
3,276
53,734
115,747
560,000
1,050,000
—
—
3,325
53,746
35,264
—
—
—
—
3,375
54,211
4,829
—
—
—
100,000
196,794
1,208,864
32,796
560,000
1,250,000
100,000
100,000
213,178
1,477,605
495,077
1,822,978
1,670,861
542,968
1,185,168
—
2,130,300
7,352,275
Total
$
2,640,724 $
2,330,252 $
905,873 $
3,437,503 $
62,415 $
3,668,754 $ 13,045,521
We estimate that for the year ending December 31, 2024, we expect to incur $79.0 million of recurring capital
expenditures on existing consolidated properties and $80.0 million of development or redevelopment expenditures on existing
consolidated properties, none of which will be funded by construction financing facilities or loan reserves. We expect our share
of capital expenditures at our joint venture properties will be $183.6 million, of which $99.2 million will be funded by
construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing
liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital
investments for refurbishment and leasing costs.
As of December 31, 2023, we had liquidity of $0.9 billion, comprised of $688.0 million of availability under our
revolving credit facility and $231.4 million of consolidated cash on hand, inclusive of $9.6 million of marketable securities.
This liquidity excludes $161.9 million representing our share of cash at unconsolidated joint venture properties. We may seek to
divest of properties, interests in properties, or debt and preferred equity investments or access private and public debt and equity
capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at
efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential
refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described
above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners who are generally considered to be
financially stable. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows
along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be
sufficient to fund the capital needs of our joint venture properties.
Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1.
Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented
below.
Cash, restricted cash, and cash equivalents were $335.5 million and $384.1 million as of December 31, 2023 and 2022,
respectively, representing a decrease of $48.6 million. The decrease was a result of the following changes in cash flows (in
thousands):
Net cash provided by operating activities
Net cash provided by investing activities
Net cash used in financing activities
$
$
$
229,503 $
171,345 $
(449,383) $
276,088 $
425,805 $
(654,823) $
(46,585)
(254,460)
205,440
Year Ended December 31,
2023
2022
(Decrease)
Increase
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios and our
debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with
resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and
nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development,
leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the
year ended December 31, 2023, when compared to the year ended December 31, 2022, we used cash primarily for the following
investing activities (in thousands):
Acquisitions of real estate
Capital expenditures and capitalized interest
Joint venture investments
Distributions from joint ventures
Proceeds from disposition of real estate/joint venture interest
Cash and restricted cash assumed from acquisition of real estate investment
Debt and preferred equity and other investments
Decrease in net cash provided by investing activities
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $300.8
million for the year ended December 31, 2022 to $259.7 million for the year ended December 31, 2023 due to lower costs
incurred in connection with our development and redevelopment properties.
We generally fund our investment activity through the sale of real estate, the sale of debt and preferred equity
investments, property-level financing, our credit facilities, senior unsecured notes, and construction loans. From time to time,
the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of
limited partnership interest. During the year ended December 31, 2023, when compared to the year ended December 31, 2022,
we used cash for the following financing activities (in thousands):
Proceeds from our debt obligations
Repayments of our debt obligations
Net distribution to noncontrolling interests
Other financing activities
Repurchase of common stock
Redemption of preferred stock
Acquisition of subsidiary interest from noncontrolling interest
Dividends and distributions paid
Increase in net cash used in financing activities
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares
of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000
shares of preferred stock, $0.01 par value per share. As of December 31, 2023, 64,726,253 shares of common stock and no
shares of excess stock were issued and outstanding.
Share Repurchase Program
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we could buy
shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of
the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of
2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
$
64,491
41,107
37
(1,173)
(68,753)
(60,494)
(229,675)
$
(254,460)
$
(1,367,980)
1,302,538
(41,817)
94,213
151,197
6,267
29,817
31,205
$
205,440
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12
13
Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the
net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants
and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios and our
debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with
resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
continue to serve as a source of operating cash flow.
The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior
unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension
options and put options, estimated interest expense, and our obligations under our financing and operating leases, as of
December 31, 2023 are as follows (in thousands):
Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and
nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development,
leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the
year ended December 31, 2023, when compared to the year ended December 31, 2022, we used cash primarily for the following
investing activities (in thousands):
Property mortgages and other
loans
Revolving credit facility
Unsecured term loans
Senior unsecured notes
Trust preferred securities
Financing leases
Operating leases
Estimated interest expense
Company's share of joint
venture debt
2024
2025
2026
2027
2028
Thereafter
Total
$
387,238 $
370,000 $
190,148 $
550,000 $
— $
— $
1,497,386
200,000
—
—
—
3,180
53,455
173,873
—
—
—
100,000
3,228
53,595
132,568
—
—
—
—
3,276
53,734
115,747
560,000
1,050,000
—
—
3,325
53,746
35,264
—
—
—
—
3,375
54,211
4,829
—
—
—
100,000
196,794
1,208,864
32,796
560,000
1,250,000
100,000
100,000
213,178
1,477,605
495,077
Total
$
2,640,724 $
2,330,252 $
905,873 $
3,437,503 $
62,415 $
3,668,754 $ 13,045,521
1,822,978
1,670,861
542,968
1,185,168
—
2,130,300
7,352,275
We estimate that for the year ending December 31, 2024, we expect to incur $79.0 million of recurring capital
expenditures on existing consolidated properties and $80.0 million of development or redevelopment expenditures on existing
consolidated properties, none of which will be funded by construction financing facilities or loan reserves. We expect our share
of capital expenditures at our joint venture properties will be $183.6 million, of which $99.2 million will be funded by
construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing
liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital
investments for refurbishment and leasing costs.
As of December 31, 2023, we had liquidity of $0.9 billion, comprised of $688.0 million of availability under our
revolving credit facility and $231.4 million of consolidated cash on hand, inclusive of $9.6 million of marketable securities.
This liquidity excludes $161.9 million representing our share of cash at unconsolidated joint venture properties. We may seek to
divest of properties, interests in properties, or debt and preferred equity investments or access private and public debt and equity
capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at
efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential
refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described
above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners who are generally considered to be
financially stable. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows
along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be
sufficient to fund the capital needs of our joint venture properties.
Cash Flows
below.
thousands):
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1.
Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented
Cash, restricted cash, and cash equivalents were $335.5 million and $384.1 million as of December 31, 2023 and 2022,
respectively, representing a decrease of $48.6 million. The decrease was a result of the following changes in cash flows (in
Net cash provided by operating activities
Net cash provided by investing activities
Net cash used in financing activities
$
$
$
229,503 $
171,345 $
(449,383) $
276,088 $
425,805 $
(654,823) $
(46,585)
(254,460)
205,440
Year Ended December 31,
2023
2022
(Decrease)
Increase
Acquisitions of real estate
Capital expenditures and capitalized interest
Joint venture investments
Distributions from joint ventures
Proceeds from disposition of real estate/joint venture interest
Cash and restricted cash assumed from acquisition of real estate investment
Debt and preferred equity and other investments
Decrease in net cash provided by investing activities
$
64,491
41,107
37
(1,173)
(68,753)
(60,494)
(229,675)
$
(254,460)
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $300.8
million for the year ended December 31, 2022 to $259.7 million for the year ended December 31, 2023 due to lower costs
incurred in connection with our development and redevelopment properties.
We generally fund our investment activity through the sale of real estate, the sale of debt and preferred equity
investments, property-level financing, our credit facilities, senior unsecured notes, and construction loans. From time to time,
the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of
limited partnership interest. During the year ended December 31, 2023, when compared to the year ended December 31, 2022,
we used cash for the following financing activities (in thousands):
Proceeds from our debt obligations
Repayments of our debt obligations
Net distribution to noncontrolling interests
Other financing activities
Repurchase of common stock
Redemption of preferred stock
Acquisition of subsidiary interest from noncontrolling interest
Dividends and distributions paid
Increase in net cash used in financing activities
Capitalization
$
(1,367,980)
1,302,538
(41,817)
94,213
151,197
6,267
29,817
31,205
$
205,440
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares
of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000
shares of preferred stock, $0.01 par value per share. As of December 31, 2023, 64,726,253 shares of common stock and no
shares of excess stock were issued and outstanding.
Share Repurchase Program
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we could buy
shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of
the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of
2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
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The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January
for the years ended December 31, 2023, 2022 and 2021 as follows:
Period
Year ended 2021
Year ended 2022
Year ended 2023
Shares repurchased
Average price paid per
share
4,474,649
1,971,092
—
$75.44
$76.69
$—
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
34,136,627
36,107,719
36,107,719
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2021 the Company filed a registration statement with the SEC for our dividend reinvestment and stock
purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our
common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments
and/or stock purchases under the DRSPP for the years ended December 31, 2023, 2022, and 2021, respectively (dollars in
thousands):
Year Ended December 31,
2022
2021
2023
Debt, preferred equity, and other investments subject to variable rate
Net exposure to variable rate debt
Shares of common stock issued
17,180
10,839
Dividend reinvestments/stock purchases under the DRSPP
$
525 $
525 $
10,387
738
Fifth Amended and Restated 2005 Stock Option and Incentive Plan
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the
Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of
stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of
32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other
equity-based awards under the 2005 Plan. As of December 31, 2023, 3.9 million fungible units were available for issuance
under the 2005 Plan after reserving for shares underlying outstanding restricted stock units and phantom stock units granted
pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee
directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless
otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The
program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock
upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board
of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee
director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each
participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend
rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock
units.
During the year ended December 31, 2023, 39,302 phantom stock units and 27,739 shares of common stock were issued
to our Board of Directors. We recorded compensation expense of $2.7 million during the year ended December 31, 2023 related
to the Deferred Compensation Plan. As of December 31, 2023, there were 230,295 phantom stock units outstanding pursuant to
our Non-Employee Director's Deferral Program.
Employee Stock Purchase Plan
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-
based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares
of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000
shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other
similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The
common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months
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1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser
of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock
on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders.
As of December 31, 2023, 224,159 shares of our common stock had been issued under the ESPP.
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, 2022 term loan,
senior unsecured notes and trust preferred securities outstanding as of December 31, 2023 and 2022, (amounts in thousands).
Indebtedness
Debt Summary:
Balance
Fixed rate
Variable rate—hedged
Total fixed rate
Total variable rate
Total debt
Percent of Total Debt:
Fixed rate
Variable rate (1)
Total
Fixed rate
Variable rate
Effective interest rate
Effective Interest Rate for the Year:
December 31, 2023
December 31, 2022
$
$
1,117,386
$
2,120,000
3,237,386
270,000
3,507,386
$
2,695,814
2,320,000
5,015,814
520,148
5,535,962
144,056
376,092
90.6 %
9.4 %
100.0 %
3.60 %
3.23 %
3.55 %
168,745
101,255
92.3 %
7.7 %
100.0 %
4.68 %
6.11 %
4.71 %
(1)
Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net
exposure to variable rate debt was 3.0% and 7.0% as of December 31, 2023 and December 31, 2022, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (0.00% and 4.39%
as of December 31, 2023 and 2022, respectively), and adjusted Term SOFR (5.35% and 4.30% as of December 31, 2023 and
2022, respectively). Our consolidated debt as of December 31, 2023 had a weighted average term to maturity of 2.69 years.
Certain of our debt and equity investments and other investments, with carrying values of $168.7 million as of
December 31, 2023 and $144.1 million as of December 31, 2022, are variable rate investments, which mitigate our exposure to
interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of
our variable rate debt to total debt was 3.0% and 7.0% as of December 31, 2023 and 2022, respectively.
As of December 31, 2023, our total mortgage debt (excluding our share of joint venture mortgage debt of $7.4 billion)
consisted of $1.4 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest
rate of 4.84% and $0.1 billion of variable rate debt with an effective weighted average interest rate of 6.05%.
Mortgage Financing
Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was
previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012.
As of December 31, 2023, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan
(or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027,
and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15,
2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at
The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
for the years ended December 31, 2023, 2022 and 2021 as follows:
Period
Year ended 2021
Year ended 2022
Year ended 2023
Shares repurchased
Average price paid per
4,474,649
1,971,092
—
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
34,136,627
36,107,719
36,107,719
share
$75.44
$76.69
$—
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2021 the Company filed a registration statement with the SEC for our dividend reinvestment and stock
purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our
common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments
and/or stock purchases under the DRSPP for the years ended December 31, 2023, 2022, and 2021, respectively (dollars in
thousands):
Shares of common stock issued
Year Ended December 31,
2023
2022
2021
17,180
10,839
10,387
738
Dividend reinvestments/stock purchases under the DRSPP
$
525 $
525 $
Fifth Amended and Restated 2005 Stock Option and Incentive Plan
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the
Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of
stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of
32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other
equity-based awards under the 2005 Plan. As of December 31, 2023, 3.9 million fungible units were available for issuance
under the 2005 Plan after reserving for shares underlying outstanding restricted stock units and phantom stock units granted
pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee
directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless
otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The
program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock
upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board
of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee
director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each
participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend
rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock
units.
During the year ended December 31, 2023, 39,302 phantom stock units and 27,739 shares of common stock were issued
to our Board of Directors. We recorded compensation expense of $2.7 million during the year ended December 31, 2023 related
to the Deferred Compensation Plan. As of December 31, 2023, there were 230,295 phantom stock units outstanding pursuant to
our Non-Employee Director's Deferral Program.
Employee Stock Purchase Plan
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-
based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares
of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000
shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other
similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The
common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months
in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January
1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser
of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock
on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders.
As of December 31, 2023, 224,159 shares of our common stock had been issued under the ESPP.
Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, 2022 term loan,
senior unsecured notes and trust preferred securities outstanding as of December 31, 2023 and 2022, (amounts in thousands).
Debt Summary:
Balance
Fixed rate
Variable rate—hedged
Total fixed rate
Total variable rate
Total debt
Debt, preferred equity, and other investments subject to variable rate
Net exposure to variable rate debt
Percent of Total Debt:
Fixed rate
Variable rate (1)
Total
Effective Interest Rate for the Year:
Fixed rate
Variable rate
Effective interest rate
December 31, 2023
December 31, 2022
$
$
1,117,386
$
2,120,000
3,237,386
270,000
3,507,386
$
168,745
101,255
92.3 %
7.7 %
100.0 %
4.68 %
6.11 %
4.71 %
2,695,814
2,320,000
5,015,814
520,148
5,535,962
144,056
376,092
90.6 %
9.4 %
100.0 %
3.60 %
3.23 %
3.55 %
(1)
Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net
exposure to variable rate debt was 3.0% and 7.0% as of December 31, 2023 and December 31, 2022, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (0.00% and 4.39%
as of December 31, 2023 and 2022, respectively), and adjusted Term SOFR (5.35% and 4.30% as of December 31, 2023 and
2022, respectively). Our consolidated debt as of December 31, 2023 had a weighted average term to maturity of 2.69 years.
Certain of our debt and equity investments and other investments, with carrying values of $168.7 million as of
December 31, 2023 and $144.1 million as of December 31, 2022, are variable rate investments, which mitigate our exposure to
interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of
our variable rate debt to total debt was 3.0% and 7.0% as of December 31, 2023 and 2022, respectively.
Mortgage Financing
As of December 31, 2023, our total mortgage debt (excluding our share of joint venture mortgage debt of $7.4 billion)
consisted of $1.4 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest
rate of 4.84% and $0.1 billion of variable rate debt with an effective weighted average interest rate of 6.05%.
Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was
previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012.
As of December 31, 2023, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan
(or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027,
and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15,
2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at
14
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any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by
obtaining additional commitments from our existing lenders and other financial institutions.
Restrictive Covenants
As of December 31, 2023, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points
with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans
under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points
to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long
term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than
two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where
there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the
applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2023, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit
facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 165 basis points for Term
Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the
revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As
of December 31, 2023, the facility fee was 30 basis points.
As of December 31, 2023, we had $2.0 million of outstanding letters of credit, $560.0 million drawn under the revolving
credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $688.0 million under
the 2021 credit facility. As of December 31, 2023 and December 31, 2022, the revolving credit facility had a carrying value of
$554.8 million and $443.2 million, respectively, net of deferred financing costs. As of December 31, 2023 and December 31,
2022, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
2022 Term Loan
In October 2022, we entered into a term loan agreement, referred to as the 2022 term loan. The 2022 term loan was repaid
in full in September 2023. The 2022 term loan consisted of a $425.0 million term loan with a maturity date of October 6, 2023.
The 2022 term loan had one six-month as-of-right extension option to April 6, 2024. We also had an option, subject to
customary conditions, to increase the capacity of the 2022 term loan to $500.0 million on or before January 7, 2023 without the
consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. In
January 2023, the 2022 term loan was increased by $25.0 million to $425.0 million.
The 2022 term loan bore interest at a spread over adjusted Term SOFR plus 0.001 basis points, ranging from 100 basis
points to 180 basis points, in each case based on the credit rating assigned to the senior unsecured long-term indebtedness of the
Company. In instances where there were either only two ratings available or where there was more than two and the difference
between them was one rating category, the applicable rating was the highest rating. In instances where there were more than
two ratings and the difference between the highest and the lowest were two or more rating categories, then the applicable rating
used was the average of the highest two, rounded down if the average was not a recognized category. As of December 31, 2022,
the 2022 term loan had a carrying value of $398.2 million, net of deferred financing costs.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2023 and 2022,
respectively, by scheduled maturity date (dollars in thousands):
December 31, 2023
December 31, 2022
Issuance
December 17, 2015 (2)
Deferred financing costs, net
Unpaid Principal
Balance
Accreted
Balance
Accreted
Balance
$
$
$
100,000 $
100,000 $
—
100,000 $
100,000 $
(205)
100,000 $
99,795 $
100,000
100,000
(308)
99,692
(1)
(2)
Interest rate as of December 31, 2023.
Issued by the Company and the Operating Partnership as co-obligors.
Interest
Rate (1)
4.27 %
Initial
Term
(in Years) Maturity Date
10 December 2025
financial statements.
Dividends/Distributions
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17
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may
limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur
liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios
relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a
maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered
asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing,
make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify
as a REIT for Federal income tax purposes. As of December 31, 2023 and 2022, we were in compliance with all such
covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities
through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating
Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term
SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises
its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in
whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we
are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance
sheets and the related payments are classified as interest expense.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate
fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and
preferred equity investments. Based on the debt outstanding as of December 31, 2023, a hypothetical 100 basis point increase in
the floating rate interest rate curve would increase our consolidated annual interest cost, net of interest income from variable
rate debt and preferred equity investments, by $1.0 million and would increase our share of joint venture annual interest cost by
$12.2 million. As of December 31, 2023, $168.7 million, or 90.5%, of our $346.7 million debt and preferred equity portfolio
was indexed to SOFR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value
through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the
derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through
earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Our consolidated long-term debt of $3.2 billion bears interest at fixed rates, and therefore the fair value of these
instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of
December 31, 2023 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 50 basis points to 565
basis points.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These
investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the
equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and
financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and
Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT
taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of
stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay
in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out
of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our
operating requirements and scheduled debt service on our mortgages and loans payable.
obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2023, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points
with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans
under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points
to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long
term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than
two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where
there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the
applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 165 basis points for Term
Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the
revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As
of December 31, 2023, the facility fee was 30 basis points.
As of December 31, 2023, we had $2.0 million of outstanding letters of credit, $560.0 million drawn under the revolving
credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $688.0 million under
the 2021 credit facility. As of December 31, 2023 and December 31, 2022, the revolving credit facility had a carrying value of
$554.8 million and $443.2 million, respectively, net of deferred financing costs. As of December 31, 2023 and December 31,
2022, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
2022 Term Loan
In October 2022, we entered into a term loan agreement, referred to as the 2022 term loan. The 2022 term loan was repaid
in full in September 2023. The 2022 term loan consisted of a $425.0 million term loan with a maturity date of October 6, 2023.
The 2022 term loan had one six-month as-of-right extension option to April 6, 2024. We also had an option, subject to
customary conditions, to increase the capacity of the 2022 term loan to $500.0 million on or before January 7, 2023 without the
consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. In
January 2023, the 2022 term loan was increased by $25.0 million to $425.0 million.
The 2022 term loan bore interest at a spread over adjusted Term SOFR plus 0.001 basis points, ranging from 100 basis
points to 180 basis points, in each case based on the credit rating assigned to the senior unsecured long-term indebtedness of the
Company. In instances where there were either only two ratings available or where there was more than two and the difference
between them was one rating category, the applicable rating was the highest rating. In instances where there were more than
two ratings and the difference between the highest and the lowest were two or more rating categories, then the applicable rating
used was the average of the highest two, rounded down if the average was not a recognized category. As of December 31, 2022,
the 2022 term loan had a carrying value of $398.2 million, net of deferred financing costs.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2023 and 2022,
respectively, by scheduled maturity date (dollars in thousands):
December 31, 2023
December 31, 2022
Initial
Term
Issuance
December 17, 2015 (2)
Deferred financing costs, net
$
$
$
100,000 $
100,000 $
—
100,000 $
100,000 $
(205)
100,000 $
99,795 $
100,000
(308)
99,692
(1)
(2)
Interest rate as of December 31, 2023.
Issued by the Company and the Operating Partnership as co-obligors.
any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by
Restrictive Covenants
As of December 31, 2023, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit
Junior Subordinated Deferrable Interest Debentures
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may
limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur
liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios
relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a
maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered
asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing,
make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify
as a REIT for Federal income tax purposes. As of December 31, 2023 and 2022, we were in compliance with all such
covenants.
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities
through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating
Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term
SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises
its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in
whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we
are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance
sheets and the related payments are classified as interest expense.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate
fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and
preferred equity investments. Based on the debt outstanding as of December 31, 2023, a hypothetical 100 basis point increase in
the floating rate interest rate curve would increase our consolidated annual interest cost, net of interest income from variable
rate debt and preferred equity investments, by $1.0 million and would increase our share of joint venture annual interest cost by
$12.2 million. As of December 31, 2023, $168.7 million, or 90.5%, of our $346.7 million debt and preferred equity portfolio
was indexed to SOFR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value
through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the
derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through
earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Our consolidated long-term debt of $3.2 billion bears interest at fixed rates, and therefore the fair value of these
instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of
December 31, 2023 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 50 basis points to 565
basis points.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These
investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the
equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and
financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and
Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated
financial statements.
Unpaid Principal
Balance
Accreted
Balance
Accreted
Balance
Interest
Rate (1)
(in Years) Maturity Date
Dividends/Distributions
100,000
4.27 %
10 December 2025
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT
taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of
stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay
in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out
of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our
operating requirements and scheduled debt service on our mortgages and loans payable.
16
17
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Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Prior to 2023, Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties
owned by us, were previously partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the
chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality,
Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security,
messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide
cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking
such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit
participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base
services specified in their lease agreements.
Income earned from the profit participation prior to 2023, which is included in Other income on the consolidated
statements of operations, was $1.4 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. We
also recorded expenses, inclusive of capitalized expenses, of $8.6 million and $14.0 million for these services (excluding
services provided directly to tenants) for the years ended December 31, 2022 and 2021, respectively.
One Vanderbilt Avenue Investment
Our Chairman and CEO, Marc Holliday, and our former President, Andrew Mathias, made investments in our One
Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt), which entitles Mr. Holliday and Mr. Mathias to
receive approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on
account of SUMMIT One Vanderbilt, of any profits realized by the Company from its One Vanderbilt project in excess of the
Company's capital contributions. Mr. Holliday and Mr. Mathias paid $1.4 million and $1.0 million, respectively, which equaled
the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an
independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three
years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase
these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the
right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain
separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service
with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value
being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser.
In 2022, stabilization of the property (but not SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and
Mathias exercised their rights to tender 50% of their interests in the property (but not SUMMIT One Vanderbilt) for liquidation
values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain
floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space.
For the year ended December 31, 2023 and 2022 we recorded $3.0 million and $3.0 million, respectively, of rent expense under
the lease. Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One
Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the year
ended December 31, 2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which
$26.2 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our
consolidated statements of operations. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under
the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net loss
from unconsolidated joint ventures in our consolidated statements of operations. See Note 20, "Commitments and
Contingencies."
Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake
and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance
programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain
assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or
Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other
captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a
claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is
no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are
uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated
future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to
maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance
make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide
coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net
leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with
such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be
maintained or adequately cover our risk of loss.
Funds from Operations
FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in
accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not
compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company
does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently
amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or
losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization
and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company’s operating
performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation
of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several
criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude
GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate
assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions.
Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real
estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to
operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not
immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with
GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of
the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a
measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our
ability to make cash distributions.
FFO for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
Year Ended December 31,
2023
2022
2021
Net (loss) income attributable to SL Green common stockholders
$
(579,509) $
(93,024) $
434,804
Add:
Less:
estate
holders
Depreciation and amortization
Joint venture depreciation and noncontrolling interest adjustments
Net (loss) income attributable to noncontrolling interests
247,810
284,284
(42,033)
216,167
252,893
(4,672)
216,969
249,087
23,573
Equity in net loss on sale of interest in unconsolidated joint venture/real
(13,368)
(131)
(32,757)
Purchase price and other fair value adjustments
(Loss) gain on sale of real estate, net
Depreciable real estate reserves and impairments
Depreciation on non-rental real estate assets
Cash flows provided by operating activities
Cash flows provided by investing activities
Cash flows used in financing activities
Funds from Operations attributable to SL Green common stockholders and unit
(6,813)
(32,370)
(382,374)
4,136
—
(84,485)
(6,313)
3,466
341,341 $
229,503 $
171,345 $
458,827 $
276,088 $
425,805 $
209,443
287,417
(23,794)
2,890
481,234
255,979
993,581
(449,383) $
(654,823) $
(1,285,371)
$
$
$
$
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18
19
Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Prior to 2023, Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties
owned by us, were previously partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the
chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality,
Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security,
messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide
cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking
such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit
participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base
services specified in their lease agreements.
Income earned from the profit participation prior to 2023, which is included in Other income on the consolidated
statements of operations, was $1.4 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. We
also recorded expenses, inclusive of capitalized expenses, of $8.6 million and $14.0 million for these services (excluding
services provided directly to tenants) for the years ended December 31, 2022 and 2021, respectively.
One Vanderbilt Avenue Investment
Our Chairman and CEO, Marc Holliday, and our former President, Andrew Mathias, made investments in our One
Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt), which entitles Mr. Holliday and Mr. Mathias to
receive approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on
account of SUMMIT One Vanderbilt, of any profits realized by the Company from its One Vanderbilt project in excess of the
Company's capital contributions. Mr. Holliday and Mr. Mathias paid $1.4 million and $1.0 million, respectively, which equaled
the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an
independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three
years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase
these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the
right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain
separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service
with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value
being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser.
In 2022, stabilization of the property (but not SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and
Mathias exercised their rights to tender 50% of their interests in the property (but not SUMMIT One Vanderbilt) for liquidation
values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain
floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space.
For the year ended December 31, 2023 and 2022 we recorded $3.0 million and $3.0 million, respectively, of rent expense under
the lease. Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One
Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the year
ended December 31, 2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which
$26.2 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our
consolidated statements of operations. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under
the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net loss
from unconsolidated joint ventures in our consolidated statements of operations. See Note 20, "Commitments and
Contingencies."
Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake
and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance
programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain
assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or
Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other
captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a
claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is
no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are
uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated
future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to
maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance
make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide
coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net
leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with
such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be
maintained or adequately cover our risk of loss.
Funds from Operations
FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in
accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not
compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company
does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently
amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or
losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization
and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company’s operating
performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation
of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several
criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude
GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate
assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions.
Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real
estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to
operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not
immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with
GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of
the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a
measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our
ability to make cash distributions.
FFO for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
Year Ended December 31,
2023
2022
2021
Net (loss) income attributable to SL Green common stockholders
$
(579,509) $
(93,024) $
434,804
Add:
Depreciation and amortization
Joint venture depreciation and noncontrolling interest adjustments
Net (loss) income attributable to noncontrolling interests
Less:
Equity in net loss on sale of interest in unconsolidated joint venture/real
estate
Purchase price and other fair value adjustments
(Loss) gain on sale of real estate, net
Depreciable real estate reserves and impairments
Depreciation on non-rental real estate assets
Funds from Operations attributable to SL Green common stockholders and unit
holders
Cash flows provided by operating activities
Cash flows provided by investing activities
Cash flows used in financing activities
247,810
284,284
(42,033)
216,167
252,893
(4,672)
216,969
249,087
23,573
(13,368)
(131)
(32,757)
(6,813)
(32,370)
(382,374)
4,136
—
(84,485)
(6,313)
3,466
341,341 $
229,503 $
171,345 $
458,827 $
276,088 $
425,805 $
209,443
287,417
(23,794)
2,890
481,234
255,979
993,581
(449,383) $
(654,823) $
(1,285,371)
$
$
$
$
18
19
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
dependence upon the New York City real estate market;
risks of real estate acquisitions, dispositions, development and redevelopment, including the cost of
construction delays and cost overruns;
risks relating to debt and preferred equity investments;
availability and creditworthiness of prospective tenants and borrowers;
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;
adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy,
and increasing availability of sublease space;
availability of debt and equity capital for our operational needs and investment strategy;
unanticipated increases in financing and other costs, including a rise in interest rates;
our ability to comply with financial covenants in our debt instruments;
our ability to maintain our status as a REIT;
risks of investing through joint venture structures, including the fulfillment by our partners of their financial
obligations;
the threat of terrorist attacks;
our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of
our insurance coverage, including as a result of environmental contamination; and
legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business
including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other
similar laws and regulations.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this
report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
Seasonality
Our business at SUMMIT is subject to tourism trends and weather conditions, resulting in seasonal fluctuation. In 2023
and 2022, approximately 14.0% to 16.0% of our annual SUMMIT revenue was realized in the first quarter, 24.0% to 26.0% was
realized in the second quarter, 28.0% to 30.0% was realized in the third quarter, and 29.0% to 31.0% was realized in the fourth
quarter. We do not consider any other components of our business to be subject to material seasonal fluctuations.
Climate Change
With our roots in New York City, we are at the center of one of the world's most ambitious climate legislative
environments. Through the Climate Leadership and Community Protection Act signed into law in 2019, New York State
mandated the adoption of a net-zero carbon economy statewide by 2050, with a zero-carbon electricity grid by 2040. New York
City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting
in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. As our
portfolio is principally located in Manhattan, these policy elements represent the most material sources of transition risks
relevant to our business. We do not anticipate any material financial impact on our portfolio in the first compliance period of
2024 to 2029.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate,
such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management,
and mitigation in order to manage and minimize the impacts of future events. We have conducted climate-related scenario
analyses as part of our first Task Force on Climate-related Financial Disclosures ("TCFD") report published in 2021 and 2023,
which we made available on our website. The Company has committed to near-term Scope 1 and Scope 2 science-based
emissions reduction targets with the SBTi, which were approved in early 2023. Our goal is to reduce emissions for our
operationally controlled portfolio to align it with the 1.5 degree Celsius climate scenario.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to
raise the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our
investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized
the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new
construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative
design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research
and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base
building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate
change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies - Accounting Standards
Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All
statements, other than statements of historical facts, included in this report that address activities, events or developments that
we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends
and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York
metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-
looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions, expected future developments and other factors we
believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ
materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally
identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project,"
"continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our
actual results, performance or achievements to be materially different from future results, performance or achievements
expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•
the effect of general economic, business and financial conditions, and their effect on the New York City real
estate market in particular;
79305_SLG 10K_r1.indd 20
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20
21
•
•
•
•
•
•
•
•
•
•
•
•
•
•
dependence upon the New York City real estate market;
risks of real estate acquisitions, dispositions, development and redevelopment, including the cost of
construction delays and cost overruns;
risks relating to debt and preferred equity investments;
availability and creditworthiness of prospective tenants and borrowers;
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;
adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy,
and increasing availability of sublease space;
availability of debt and equity capital for our operational needs and investment strategy;
unanticipated increases in financing and other costs, including a rise in interest rates;
our ability to comply with financial covenants in our debt instruments;
our ability to maintain our status as a REIT;
risks of investing through joint venture structures, including the fulfillment by our partners of their financial
obligations;
the threat of terrorist attacks;
our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of
our insurance coverage, including as a result of environmental contamination; and
legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business
including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other
similar laws and regulations.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this
report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
Seasonality
Climate Change
Our business at SUMMIT is subject to tourism trends and weather conditions, resulting in seasonal fluctuation. In 2023
and 2022, approximately 14.0% to 16.0% of our annual SUMMIT revenue was realized in the first quarter, 24.0% to 26.0% was
realized in the second quarter, 28.0% to 30.0% was realized in the third quarter, and 29.0% to 31.0% was realized in the fourth
quarter. We do not consider any other components of our business to be subject to material seasonal fluctuations.
With our roots in New York City, we are at the center of one of the world's most ambitious climate legislative
environments. Through the Climate Leadership and Community Protection Act signed into law in 2019, New York State
mandated the adoption of a net-zero carbon economy statewide by 2050, with a zero-carbon electricity grid by 2040. New York
City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting
in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. As our
portfolio is principally located in Manhattan, these policy elements represent the most material sources of transition risks
relevant to our business. We do not anticipate any material financial impact on our portfolio in the first compliance period of
2024 to 2029.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate,
such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management,
and mitigation in order to manage and minimize the impacts of future events. We have conducted climate-related scenario
analyses as part of our first Task Force on Climate-related Financial Disclosures ("TCFD") report published in 2021 and 2023,
which we made available on our website. The Company has committed to near-term Scope 1 and Scope 2 science-based
emissions reduction targets with the SBTi, which were approved in early 2023. Our goal is to reduce emissions for our
operationally controlled portfolio to align it with the 1.5 degree Celsius climate scenario.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to
raise the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our
investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized
the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new
construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative
design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research
and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base
building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate
change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies - Accounting Standards
Accounting Standards Updates
Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All
statements, other than statements of historical facts, included in this report that address activities, events or developments that
we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends
and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York
metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-
looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions, expected future developments and other factors we
believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ
materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally
identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project,"
"continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our
actual results, performance or achievements to be materially different from future results, performance or achievements
expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•
the effect of general economic, business and financial conditions, and their effect on the New York City real
estate market in particular;
20
21
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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The table below lists our consolidated derivative instruments, which are hedging variable rate debt, and their related fair
See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Rate
Risk" for additional information regarding our exposure to interest rate fluctuations.
The table below presents the principal cash flows based upon maturity dates of our debt obligations and debt and
preferred equity investments and the weighted-average interest rates by expected maturity dates, including as-of-right extension
options, as of December 31, 2023 (in thousands):
Long-Term Debt
Debt and Preferred
Equity Investments (1)
Average
Interest
Rate
Variable
Rate
Average
Interest
Rate
Amount
4.98 % $
110,000
6.03 % $
120,422
2024
2025
2026
2027
2028
Thereafter
Total
Fair Value
$
$
$
Fixed
Rate
477,238
470,000
190,148
2,000,000
—
100,000
4.82 %
4.72 %
4.74 %
4.75 %
4.92 %
3,237,386
4.84 % $
3,184,338
$
—
—
160,000
—
—
270,000
268,787
4.57 %
4.57 %
4.55 %
— %
— %
5.19 % $
Weighted
Yield
9.07 %
8.52 %
10.46 %
30,000
48,323
128,000
6.55 %
—
20,000
346,745
— %
8.11 %
8.23 %
(1)
Our debt and preferred equity investments had an estimated fair value of approximately $0.3 billion as of December 31, 2023.
The table below presents the principal cash flows based upon maturity dates of our share of our joint venture debt
obligations and the weighted-average interest rates by expected maturity dates, including as-of-right extension options, as of
December 31, 2023 (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total
Fair Value
Long Term Debt
Fixed
Rate
Average
Interest
Rate
Variable
Rate
Average
Interest
Rate
$
524,511
4.12 % $
1,298,467
8.10 %
1,670,861
542,968
1,185,168
—
2,130,300
6,053,808
5,387,516
$
$
3.98 %
3.60 %
3.32 %
2.86 %
2.86 %
—
—
—
—
—
— %
— %
— %
— %
— %
3.76 % $
1,298,467
8.10 %
$
1,292,853
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22
23
Asset
Hedged
Benchmark
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Fair
Value
values as of December 31, 2023 (in thousands):
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Credit Facility
Credit Facility
Credit Facility
Mortgage
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
$ 150,000
2.600 %
December 2021
January 2024 $
200,000
4.490 % November 2022
January 2024
200,000
4.411 % November 2022
January 2024
370,000
3.250 %
370,000
3.250 %
June 2023
June 2023
June 2024
3,158
June 2024
(3,145)
150,000
2.621 %
December 2021
January 2026
200,000
2.662 %
December 2021
January 2026
100,000
2.903 %
February 2023
February 2027
2,281
100,000
2.733 %
February 2023
February 2027
2,775
50,000
2.463 %
February 2023
February 2027
1,781
200,000
2.591 %
February 2023
February 2027
300,000
2.866 %
July 2023
150,000
3.524 %
January 2024
May 2027
May 2027
370,000
3.888 % November 2022
June 2027
(3,044)
300,000
4.487 % November 2024
November 2027 (10,273)
100,000
3.756 %
January 2023
January 2028
(646)
11
5
5
4,011
5,196
6,378
7,306
549
Total Consolidated Hedges
$ 16,348
In addition to these derivative instruments, some of our joint venture loan agreements require the joint venture to
purchase interest rate caps on its debt. All such interest rate caps represented an asset of $30.7 million in the aggregate as of
December 31, 2023. We also swapped certain floating rate debt at some of our joint ventures. These swaps represented an asset
of $12.3 million in the aggregate as of December 31, 2023.
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Total Unconsolidated Hedges
Asset
Hedged
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Benchmark
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Fair
Value
$ 220,000
4.000 %
February 2023
February 2024 $
318
484,069
0.490 %
February 2022
484,069
0.490 %
February 2022
505,412
3.000 %
June 2023
May 2024
May 2024
June 2024
272,000
4.000 %
August 2023
August 2024
477,783
3.500 % September 2023
September 2024
5,213
278,161
4.000 %
May 2024
November 2024
278,161
4.000 %
May 2024
November 2024
250,000
3.608 %
250,000
3.608 %
April 2023
April 2023
February 2026
1,819
February 2026
177,000
1.555 %
December 2022
February 2026
8,331
8,330
4,948
1,675
948
948
1,818
8,686
$ 43,034
Rate
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
Rate
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The table below lists our consolidated derivative instruments, which are hedging variable rate debt, and their related fair
values as of December 31, 2023 (in thousands):
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Asset
Hedged
Benchmark
Rate
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Fair
Value
Credit Facility
Credit Facility
Credit Facility
Mortgage
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
Credit Facility
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
$ 150,000
2.600 %
December 2021
January 2024 $
200,000
4.490 % November 2022
January 2024
200,000
4.411 % November 2022
January 2024
11
5
5
370,000
3.250 %
370,000
3.250 %
June 2023
June 2023
June 2024
3,158
June 2024
(3,145)
150,000
2.621 %
December 2021
January 2026
200,000
2.662 %
December 2021
January 2026
4,011
5,196
100,000
2.903 %
February 2023
February 2027
2,281
100,000
2.733 %
February 2023
February 2027
2,775
50,000
2.463 %
February 2023
February 2027
1,781
200,000
2.591 %
February 2023
February 2027
300,000
2.866 %
July 2023
150,000
3.524 %
January 2024
May 2027
May 2027
6,378
7,306
549
370,000
3.888 % November 2022
June 2027
(3,044)
300,000
4.487 % November 2024
November 2027 (10,273)
100,000
3.756 %
January 2023
January 2028
(646)
Total Consolidated Hedges
$ 16,348
In addition to these derivative instruments, some of our joint venture loan agreements require the joint venture to
purchase interest rate caps on its debt. All such interest rate caps represented an asset of $30.7 million in the aggregate as of
December 31, 2023. We also swapped certain floating rate debt at some of our joint ventures. These swaps represented an asset
of $12.3 million in the aggregate as of December 31, 2023.
See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Rate
Risk" for additional information regarding our exposure to interest rate fluctuations.
The table below presents the principal cash flows based upon maturity dates of our debt obligations and debt and
preferred equity investments and the weighted-average interest rates by expected maturity dates, including as-of-right extension
options, as of December 31, 2023 (in thousands):
Long-Term Debt
Debt and Preferred
Equity Investments (1)
Average
Interest
Rate
Variable
Rate
Average
Interest
Rate
Amount
4.98 % $
110,000
6.03 % $
120,422
160,000
128,000
6.55 %
—
—
—
—
4.57 %
4.57 %
4.55 %
— %
— %
5.19 % $
30,000
48,323
—
20,000
346,745
Weighted
Yield
9.07 %
8.52 %
10.46 %
— %
8.11 %
8.23 %
4.82 %
4.72 %
4.74 %
4.75 %
4.92 %
Fixed
Rate
477,238
470,000
190,148
2,000,000
—
100,000
$
$
$
3,237,386
4.84 % $
3,184,338
$
270,000
268,787
(1)
Our debt and preferred equity investments had an estimated fair value of approximately $0.3 billion as of December 31, 2023.
The table below presents the principal cash flows based upon maturity dates of our share of our joint venture debt
obligations and the weighted-average interest rates by expected maturity dates, including as-of-right extension options, as of
December 31, 2023 (in thousands):
Long Term Debt
Fixed
Rate
Average
Interest
Rate
Variable
Rate
Average
Interest
Rate
$
524,511
4.12 % $
1,298,467
8.10 %
3.98 %
3.60 %
3.32 %
2.86 %
2.86 %
1,670,861
542,968
1,185,168
—
2,130,300
6,053,808
5,387,516
—
—
—
—
—
— %
— %
— %
— %
— %
$
$
3.76 % $
1,298,467
8.10 %
$
1,292,853
2024
2025
2026
2027
2028
Thereafter
Total
Fair Value
2024
2025
2026
2027
2028
Thereafter
Total
Fair Value
$ 220,000
4.000 %
February 2023
February 2024 $
318
484,069
0.490 %
February 2022
484,069
0.490 %
February 2022
505,412
3.000 %
June 2023
May 2024
May 2024
June 2024
272,000
4.000 %
August 2023
August 2024
8,331
8,330
4,948
1,675
477,783
3.500 % September 2023
September 2024
5,213
278,161
4.000 %
May 2024
November 2024
278,161
4.000 %
May 2024
November 2024
948
948
Benchmark
Rate
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Fair
Value
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Asset
Hedged
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
Mortgage
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
SOFR
250,000
3.608 %
250,000
3.608 %
April 2023
April 2023
February 2026
1,819
February 2026
177,000
1.555 %
December 2022
February 2026
1,818
8,686
Total Unconsolidated Hedges
$ 43,034
22
23
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Table of Contents
Table of Contents
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
December 31, 2023
December 31, 2022
December 31, 2023
December 31, 2022
Equity
SL Green stockholders' equity:
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and
outstanding at both December 31, 2023 and 2022
Common stock, $0.01 par value, 160,000 shares authorized and 65,786 and 65,440 issued
and outstanding at December 31, 2023 and 2022, respectively (including 1,060 and 1,060
shares held in treasury at December 31, 2023 and 2022, respectively)
Additional paid-in-capital
Treasury stock at cost
Accumulated other comprehensive income
Retained (deficit) earnings
Total SL Green stockholders' equity
Noncontrolling interests in other partnerships
Total equity
Total liabilities and equity
221,932
221,932
660
3,826,452
(128,655)
17,477
(151,551)
3,786,315
69,610
3,855,925
656
3,790,358
(128,655)
49,604
651,138
4,585,033
61,889
4,646,922
12,355,794
$
9,531,181 $
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated
balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $41.2 million and $41.2 million of land,
$40.5 million and $41.0 million of building and improvements, $— million and $— million of building and leasehold improvements, $— million and $—
million of right of use assets, $5.4 million and $4.4 million of accumulated depreciation, $676.9 million and $599.2 million of other assets included in other
line items, $50.0 million and $49.8 million of real estate debt, net, $0.9 million and $0.2 million of accrued interest payable, $— million and $— million of
lease liabilities, and $306.5 million and $146.4 million of other liabilities included in other line items as of December 31, 2023 and December 31, 2022,
respectively.
The accompanying notes are an integral part of these consolidated financial statements.
Assets
Commercial real estate properties, at cost:
Land and land interests
Building and improvements
Building leasehold and improvements
Right of use asset - operating leases
Less: accumulated depreciation
Cash and cash equivalents
Restricted cash
Investments in marketable securities
Tenant and other receivables
Related party receivables
Deferred rents receivable
Debt and preferred equity investments, net of discounts and deferred origination fees of
$1,630 and $1,811 and allowances of $13,520 and $6,630 in 2023 and 2022, respectively
Investments in unconsolidated joint ventures
Deferred costs, net
Other assets
Total assets (1)
Liabilities
Mortgages and other loans payable, net
Revolving credit facility, net
Unsecured term loans, net
Unsecured notes, net
Accrued interest payable
Other liabilities
Accounts payable and accrued expenses
Deferred revenue
Lease liability - financing leases
Lease liability - operating leases
Dividend and distributions payable
Security deposits
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred
securities
Total liabilities (1)
Commitments and contingencies
Noncontrolling interests in Operating Partnership
Preferred units
$
1,092,671 $
3,655,624
1,354,569
953,236
7,056,100
(2,035,311)
5,020,789
221,823
113,696
9,591
33,270
12,168
264,653
346,745
2,983,313
111,463
413,670
1,576,927
4,903,776
1,691,831
1,026,265
9,198,799
(2,039,554)
7,159,245
203,273
180,781
11,240
34,497
27,352
257,887
623,280
3,190,137
121,157
546,945
$
$
9,531,181 $
12,355,794
1,491,319 $
554,752
1,244,881
99,795
17,930
471,401
153,164
134,053
105,531
827,692
20,280
49,906
100,000
5,270,704
238,051
166,501
3,227,563
443,217
1,641,552
99,692
14,227
236,211
154,867
272,248
104,218
895,100
21,569
50,472
100,000
7,260,936
269,993
177,943
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25
Table of Contents
Table of Contents
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
December 31, 2023
December 31, 2022
December 31, 2023
December 31, 2022
Equity
SL Green stockholders' equity:
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and
outstanding at both December 31, 2023 and 2022
Common stock, $0.01 par value, 160,000 shares authorized and 65,786 and 65,440 issued
and outstanding at December 31, 2023 and 2022, respectively (including 1,060 and 1,060
shares held in treasury at December 31, 2023 and 2022, respectively)
Additional paid-in-capital
Treasury stock at cost
Accumulated other comprehensive income
Retained (deficit) earnings
Total SL Green stockholders' equity
Noncontrolling interests in other partnerships
Total equity
Total liabilities and equity
221,932
221,932
660
3,826,452
(128,655)
17,477
(151,551)
3,786,315
69,610
3,855,925
$
9,531,181 $
656
3,790,358
(128,655)
49,604
651,138
4,585,033
61,889
4,646,922
12,355,794
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated
balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $41.2 million and $41.2 million of land,
$40.5 million and $41.0 million of building and improvements, $— million and $— million of building and leasehold improvements, $— million and $—
million of right of use assets, $5.4 million and $4.4 million of accumulated depreciation, $676.9 million and $599.2 million of other assets included in other
line items, $50.0 million and $49.8 million of real estate debt, net, $0.9 million and $0.2 million of accrued interest payable, $— million and $— million of
lease liabilities, and $306.5 million and $146.4 million of other liabilities included in other line items as of December 31, 2023 and December 31, 2022,
respectively.
9,531,181 $
12,355,794
$
$
The accompanying notes are an integral part of these consolidated financial statements.
Debt and preferred equity investments, net of discounts and deferred origination fees of
$1,630 and $1,811 and allowances of $13,520 and $6,630 in 2023 and 2022, respectively
Investments in unconsolidated joint ventures
Assets
Commercial real estate properties, at cost:
Land and land interests
Building and improvements
Building leasehold and improvements
Right of use asset - operating leases
Less: accumulated depreciation
Cash and cash equivalents
Restricted cash
Investments in marketable securities
Tenant and other receivables
Related party receivables
Deferred rents receivable
Deferred costs, net
Other assets
Total assets (1)
Liabilities
Mortgages and other loans payable, net
Revolving credit facility, net
Unsecured term loans, net
Unsecured notes, net
Accrued interest payable
Other liabilities
Accounts payable and accrued expenses
Deferred revenue
Lease liability - financing leases
Lease liability - operating leases
Dividend and distributions payable
Security deposits
securities
Total liabilities (1)
Commitments and contingencies
Noncontrolling interests in Operating Partnership
Preferred units
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred
$
1,092,671 $
3,655,624
1,354,569
953,236
7,056,100
(2,035,311)
5,020,789
221,823
113,696
9,591
33,270
12,168
264,653
346,745
2,983,313
111,463
413,670
1,491,319 $
554,752
1,244,881
99,795
17,930
471,401
153,164
134,053
105,531
827,692
20,280
49,906
100,000
5,270,704
238,051
166,501
1,576,927
4,903,776
1,691,831
1,026,265
9,198,799
(2,039,554)
7,159,245
203,273
180,781
11,240
34,497
27,352
257,887
623,280
3,190,137
121,157
546,945
3,227,563
443,217
1,641,552
99,692
14,227
236,211
154,867
272,248
104,218
895,100
21,569
50,472
100,000
7,260,936
269,993
177,943
24
25
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Consolidated Statements of Comprehensive (Loss) Income
SL Green Realty Corp.
(in thousands)
Year Ended December 31,
2023
2022
2021
$
(599,337) $
(76,303) $
480,632
(Decrease) increase in unrealized value of derivative instruments, including SL
Green's share of joint venture derivative instruments
(Decrease) increase in unrealized value of marketable securities
Other comprehensive (loss) income
Comprehensive (loss) income
Net loss (income) attributable to noncontrolling interests and preferred units
distributions
Other comprehensive loss (income) attributable to noncontrolling interests
(32,437)
(1,650)
(34,087)
(633,424)
34,778
1,960
103,629
(1,440)
102,189
25,886
(1,771)
(5,827)
Comprehensive (loss) income attributable to SL Green
$
(596,686) $
18,288 $
21,427
104
21,531
502,163
(30,878)
(1,042)
470,243
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
Table of Contents
SL Green Realty Corp.
Consolidated Statements of Operations
(in thousands, except per share data)
Year Ended December 31,
2023
2022
2021
$
683,335 $
671,500 $
678,176
Net (loss) income
Other comprehensive (loss) income:
Revenues
Rental revenue, net
SUMMIT Operator revenue
Investment income
Other income
Total revenues
Expenses
Operating expenses, including related party expenses of $5 in 2023, $5,701 in
2022 and $12,377 in 2021
Real estate taxes
Operating lease rent
SUMMIT Operator expenses
Interest expense, net of interest income
Amortization of deferred financing costs
SUMMIT Operator tax expense
Depreciation and amortization
Loan loss and other investment reserves, net of recoveries
Transaction related costs
Marketing, general and administrative
Total expenses
Equity in net loss from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
Purchase price and other fair value adjustments
(Loss) gain on sale of real estate, net
Depreciable real estate reserves and impairments
Loss on early extinguishment of debt
Net (loss) income
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership
Noncontrolling interests in other partnerships
Preferred units distributions
Net (loss) income attributable to SL Green
Perpetual preferred stock dividends
Net (loss) income attributable to SL Green common stockholders
Basic (loss) earnings per share
Diluted (loss) earnings per share
118,260
34,705
77,410
913,710
196,696
143,757
27,292
101,211
137,114
7,837
9,201
247,810
6,890
1,099
111,389
990,296
(76,509)
(13,368)
(17,260)
(32,370)
(382,374)
(870)
(599,337)
37,465
4,568
(7,255)
(564,559)
(14,950)
89,048
81,113
77,793
919,454
174,063
138,228
26,943
89,207
89,473
7,817
2,647
216,167
—
409
93,798
838,752
(57,958)
(131)
(8,118)
(84,485)
(6,313)
—
(76,303)
5,794
(1,122)
(6,443)
(78,074)
(14,950)
$
$
$
(579,509) $
(93,024) $
(9.12) $
(9.12) $
(1.49) $
(1.49) $
Basic weighted average common shares outstanding
Diluted weighted average common shares and common share equivalents
outstanding
63,809
67,972
63,917
67,929
The accompanying notes are an integral part of these consolidated financial statements.
16,311
80,340
86,483
861,310
167,153
152,835
26,554
16,219
70,891
11,424
1,000
216,969
2,931
3,773
94,912
764,661
(55,402)
(32,757)
210,070
287,417
(23,794)
(1,551)
480,632
(25,457)
1,884
(7,305)
449,754
(14,950)
434,804
6.57
6.50
65,740
70,769
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27
Table of Contents
Table of Contents
SL Green Realty Corp.
Consolidated Statements of Comprehensive (Loss) Income
(in thousands)
Net (loss) income
Other comprehensive (loss) income:
Year Ended December 31,
2022
2021
2023
$
(599,337) $
(76,303) $
480,632
(Decrease) increase in unrealized value of derivative instruments, including SL
Green's share of joint venture derivative instruments
(Decrease) increase in unrealized value of marketable securities
Other comprehensive (loss) income
Comprehensive (loss) income
Net loss (income) attributable to noncontrolling interests and preferred units
distributions
Other comprehensive loss (income) attributable to noncontrolling interests
(32,437)
(1,650)
(34,087)
(633,424)
34,778
1,960
103,629
(1,440)
102,189
25,886
(1,771)
(5,827)
Comprehensive (loss) income attributable to SL Green
$
(596,686) $
18,288 $
21,427
104
21,531
502,163
(30,878)
(1,042)
470,243
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Operations
(in thousands, except per share data)
Year Ended December 31,
2023
2022
2021
$
683,335 $
671,500 $
678,176
Revenues
Rental revenue, net
SUMMIT Operator revenue
Investment income
Other income
Total revenues
Expenses
2022 and $12,377 in 2021
Real estate taxes
Operating lease rent
SUMMIT Operator expenses
Operating expenses, including related party expenses of $5 in 2023, $5,701 in
Equity in net loss from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
Interest expense, net of interest income
Amortization of deferred financing costs
SUMMIT Operator tax expense
Depreciation and amortization
Transaction related costs
Marketing, general and administrative
Total expenses
Loan loss and other investment reserves, net of recoveries
Purchase price and other fair value adjustments
(Loss) gain on sale of real estate, net
Depreciable real estate reserves and impairments
Loss on early extinguishment of debt
Net (loss) income
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership
Noncontrolling interests in other partnerships
Preferred units distributions
Net (loss) income attributable to SL Green
Perpetual preferred stock dividends
118,260
34,705
77,410
913,710
196,696
143,757
27,292
101,211
137,114
7,837
9,201
247,810
6,890
1,099
111,389
990,296
(76,509)
(13,368)
(17,260)
(32,370)
(382,374)
(870)
(599,337)
37,465
4,568
(7,255)
(564,559)
(14,950)
89,048
81,113
77,793
919,454
174,063
138,228
26,943
89,207
89,473
7,817
2,647
216,167
—
409
93,798
838,752
(57,958)
(131)
(8,118)
(84,485)
(6,313)
—
(76,303)
5,794
(1,122)
(6,443)
(78,074)
(14,950)
Net (loss) income attributable to SL Green common stockholders
(579,509) $
(93,024) $
Basic (loss) earnings per share
Diluted (loss) earnings per share
(9.12) $
(9.12) $
(1.49) $
(1.49) $
$
$
$
Basic weighted average common shares outstanding
Diluted weighted average common shares and common share equivalents
outstanding
63,809
67,972
63,917
67,929
The accompanying notes are an integral part of these consolidated financial statements.
16,311
80,340
86,483
861,310
167,153
152,835
26,554
16,219
70,891
11,424
1,000
216,969
2,931
3,773
94,912
764,661
(55,402)
(32,757)
210,070
287,417
(23,794)
(1,551)
480,632
(25,457)
1,884
(7,305)
449,754
(14,950)
434,804
6.57
6.50
65,740
70,769
26
27
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Table of Contents
SL Green Realty Corp.
Consolidated Statements of Equity
(in thousands, except per share data)
SL Green Realty Corp. Stockholders
Common Stock
Balance at December 31, 2020
$ 221,932
66,474
$ 716
$ 3,862,949
$ (124,049) $
(67,247) $ 1,015,462
$
26,032
$ 4,935,795
Series I
Preferred
Stock
Shares
Par
Value
Additional
Paid-
In-Capital
Treasury
Stock
Accumulated
Other
Comprehensive
(Loss) Income
Retained
(Deficit)
Earnings
Noncontrolling
Interests
Total
Net income
Other comprehensive income
Perpetual preferred stock dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the
Operating Partnership
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
Repurchases of common stock
Proceeds from stock options exercised
Contributions to consolidated joint venture
interests
Sale of interest in partially owned entity
Cash distributions to noncontrolling interests
11
738
108
2
32,581
(4,474)
(46)
(281,206)
12
818
449,754
(1,884)
447,870
20,489
(14,950)
(9,851)
(56,372)
20,489
(14,950)
738
(9,851)
32,583
(337,624)
818
336
(4,476)
(6,631)
336
(4,476)
(6,631)
Issuance of special dividend paid in stock
1,974
123,529
(2,111)
2,111
123,529
Cash distributions declared ($6.2729 per common
share, none of which represented a return of
capital for federal income tax purposes)
(410,373)
(410,373)
Balance at December 31, 2021
$ 221,932
64,105
$ 672
$ 3,739,409
$ (126,160) $
(46,758) $ 975,781
$
13,377
$ 4,778,253
Net loss
Acquisition of subsidiary interest from
noncontrolling interest
Other comprehensive income
Perpetual preferred stock dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the
Operating Partnership
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
Repurchases of common stock
Contributions to consolidated joint venture
interests
Cash distributions to noncontrolling interests
Issuance of special dividend paid in
stock
Cash distributions declared ($3.6896 per common
share, none of which represented a return of
capital for federal income tax purposes)
(29,742)
(75)
(29,817)
(78,074)
1,122
(76,952)
Changes in operating assets and liabilities:
11
525
274
4
32,030
(1,971)
(20)
(114,979)
1,961
163,115
(2,495)
96,362
(14,950)
39,974
96,362
(14,950)
525
39,974
32,034
(36,198)
(151,197)
52,164
52,164
(4,699)
(4,699)
160,620
(235,395)
(235,395)
Balance at December 31, 2022
$ 221,932
64,380
$ 656
$ 3,790,358
$ (128,655) $
49,604
$ 651,138
$
61,889
$ 4,646,922
Distributions in excess of cumulative earnings from unconsolidated joint ventures
Net loss
Other comprehensive loss
Perpetual preferred stock dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the
Operating Partnership
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
Contributions to consolidated joint venture
interests
Cash distributions to noncontrolling interests
Cash distributions declared ($3.2288 per common
share, none of which represented a return of
capital for federal income tax purposes)
17
525
329
4
35,569
(564,559)
(4,568)
(569,127)
(32,127)
(14,950)
(15,486)
(32,127)
(14,950)
525
(15,486)
35,573
15,066
(2,777)
15,066
(2,777)
(207,694)
(207,694)
Balance at December 31, 2023
$ 221,932
64,726
$ 660
$ 3,826,452
$ (128,655) $
17,477
$ (151,551) $
69,610
$ 3,855,925
The accompanying notes are an integral part of these consolidated financial statements.
Net proceeds from disposition of real estate/joint venture interest
Cash and restricted cash assumed from acquisition of real estate investment
Cash assumed from consolidation of real estate investment
Proceeds from sale or redemption of marketable securities
Purchases of marketable securities
Other investments
Origination of debt and preferred equity investments
Repayments or redemption of debt and preferred equity investments
Net cash provided by investing activities
Financing Activities
Proceeds from mortgages and other loans payable
Repayments of mortgages and other loans payable
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29
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
Operating Activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Equity in net loss from unconsolidated joint ventures
Distributions of cumulative earnings from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate
Purchase price and other fair value adjustments
Depreciable real estate reserves and impairments
Loss (gain) on sale of real estate, net
Loan loss and other investment reserves, net of recoveries
Loss on early extinguishment of debt
Deferred rents receivable
Non-cash lease expense
Other non-cash adjustments
Tenant and other receivables
Related party receivables
Deferred lease costs
Other assets
Deferred revenue
Change in lease liability - operating leases
Net cash provided by operating activities
Investing Activities
Acquisitions of real estate property
Additions to land, buildings and improvements
Investments in unconsolidated joint ventures
Accounts payable, accrued expenses, other liabilities and security deposits
Year Ended December 31,
2023
2022
2021
$
(599,337) $
(76,303) $
480,632
255,647
76,509
9,897
13,368
17,260
382,374
32,370
6,890
870
(17,903)
20,435
28,174
(1,725)
15,788
(17,427)
(1,922)
11,974
8,057
(11,796)
229,503
(259,663)
(184,481)
140,569
557,611
—
—
—
—
(17,334)
(65,357)
—
171,345
223,984
57,958
780
131
8,118
6,313
84,485
—
—
(5,749)
22,403
(5,676)
14,370
6,666
(21,792)
(28,204)
(30,839)
18,332
1,111
276,088
(300,770)
(184,518)
141,742
626,364
60,494
15,626
—
—
1,432
(51,367)
181,293
425,805
228,393
55,402
824
32,757
(210,070)
23,794
(287,417)
2,931
1,551
(6,701)
17,234
37,164
(20,561)
(8,727)
(10,117)
20,245
(66,387)
(1,727)
(33,241)
255,979
(302,486)
(88,872)
770,604
651,594
—
9,475
4,528
(10,000)
40,200
(95,695)
167,024
993,581
$
— $
(64,491) $
(152,791)
Proceeds from revolving credit facility, term loans and senior unsecured notes
Repayments of revolving credit facility, term loans and senior unsecured notes
(828,000)
(1,864,000)
(1,808,000)
Proceeds from stock options exercised and DRSPP issuance
525
525
1,556
$
— $
381,980 $
39,689
(25,826)
538,000
(292,364)
(375,044)
1,524,000
1,488,000
Balance at December 31, 2020
$ 221,932
66,474
$ 716
$ 3,862,949
$ (124,049) $
(67,247) $ 1,015,462
$
26,032
$ 4,935,795
Series I
Preferred
Stock
Shares
Par
Value
Additional
Paid-
In-Capital
Treasury
Stock
Accumulated
Other
Comprehensive
(Loss) Income
Retained
(Deficit)
Earnings
Noncontrolling
Interests
Total
Issuance of special dividend paid in stock
1,974
123,529
(2,111)
2,111
123,529
Balance at December 31, 2021
$ 221,932
64,105
$ 672
$ 3,739,409
$ (126,160) $
(46,758) $ 975,781
$
13,377
$ 4,778,253
(29,742)
(75)
(29,817)
SL Green Realty Corp.
Consolidated Statements of Equity
(in thousands, except per share data)
SL Green Realty Corp. Stockholders
Common Stock
11
738
108
2
32,581
(4,474)
(46)
(281,206)
12
818
11
525
274
4
32,030
(1,971)
(20)
(114,979)
1,961
163,115
(2,495)
17
525
329
4
35,569
449,754
(1,884)
447,870
20,489
(14,950)
(9,851)
(56,372)
20,489
(14,950)
738
(9,851)
32,583
(337,624)
818
336
(4,476)
(6,631)
336
(4,476)
(6,631)
(410,373)
(410,373)
96,362
(14,950)
39,974
(36,198)
(151,197)
52,164
52,164
(4,699)
(4,699)
160,620
(235,395)
(235,395)
(564,559)
(4,568)
(569,127)
(32,127)
(14,950)
(15,486)
96,362
(14,950)
525
39,974
32,034
(32,127)
(14,950)
525
(15,486)
35,573
15,066
(2,777)
Net income
Other comprehensive income
Perpetual preferred stock dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the
Operating Partnership
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
Repurchases of common stock
Proceeds from stock options exercised
Contributions to consolidated joint venture
interests
Sale of interest in partially owned entity
Cash distributions to noncontrolling interests
Cash distributions declared ($6.2729 per common
share, none of which represented a return of
capital for federal income tax purposes)
Net loss
Acquisition of subsidiary interest from
noncontrolling interest
Other comprehensive income
Perpetual preferred stock dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the
Operating Partnership
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
Repurchases of common stock
Contributions to consolidated joint venture
interests
stock
Cash distributions to noncontrolling interests
Issuance of special dividend paid in
Cash distributions declared ($3.6896 per common
share, none of which represented a return of
capital for federal income tax purposes)
Net loss
Other comprehensive loss
Perpetual preferred stock dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the
Operating Partnership
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
Contributions to consolidated joint venture
interests
Cash distributions to noncontrolling interests
Cash distributions declared ($3.2288 per common
share, none of which represented a return of
capital for federal income tax purposes)
Balance at December 31, 2023
$ 221,932
64,726
$ 660
$ 3,826,452
$ (128,655) $
17,477
$ (151,551) $
69,610
$ 3,855,925
(207,694)
(207,694)
Table of Contents
Table of Contents
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
Operating Activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Equity in net loss from unconsolidated joint ventures
Distributions of cumulative earnings from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate
Purchase price and other fair value adjustments
Depreciable real estate reserves and impairments
Loss (gain) on sale of real estate, net
Loan loss and other investment reserves, net of recoveries
Loss on early extinguishment of debt
Deferred rents receivable
Non-cash lease expense
Other non-cash adjustments
(78,074)
1,122
(76,952)
Changes in operating assets and liabilities:
Tenant and other receivables
Related party receivables
Deferred lease costs
Other assets
Accounts payable, accrued expenses, other liabilities and security deposits
Deferred revenue
Change in lease liability - operating leases
Net cash provided by operating activities
Investing Activities
Acquisitions of real estate property
Additions to land, buildings and improvements
Investments in unconsolidated joint ventures
Balance at December 31, 2022
$ 221,932
64,380
$ 656
$ 3,790,358
$ (128,655) $
49,604
$ 651,138
$
61,889
$ 4,646,922
Distributions in excess of cumulative earnings from unconsolidated joint ventures
Net proceeds from disposition of real estate/joint venture interest
Cash and restricted cash assumed from acquisition of real estate investment
Cash assumed from consolidation of real estate investment
Proceeds from sale or redemption of marketable securities
Purchases of marketable securities
Other investments
15,066
(2,777)
Origination of debt and preferred equity investments
Repayments or redemption of debt and preferred equity investments
Net cash provided by investing activities
Financing Activities
Proceeds from mortgages and other loans payable
Repayments of mortgages and other loans payable
The accompanying notes are an integral part of these consolidated financial statements.
Proceeds from revolving credit facility, term loans and senior unsecured notes
Year Ended December 31,
2023
2022
2021
$
(599,337) $
(76,303) $
480,632
255,647
76,509
9,897
13,368
17,260
382,374
32,370
6,890
870
(17,903)
20,435
28,174
(1,725)
15,788
(17,427)
(1,922)
11,974
8,057
(11,796)
229,503
223,984
57,958
780
131
8,118
6,313
84,485
—
—
(5,749)
22,403
(5,676)
14,370
6,666
(21,792)
(28,204)
(30,839)
18,332
1,111
276,088
228,393
55,402
824
32,757
(210,070)
23,794
(287,417)
2,931
1,551
(6,701)
17,234
37,164
(20,561)
(8,727)
(10,117)
20,245
(66,387)
(1,727)
(33,241)
255,979
$
— $
(64,491) $
(152,791)
(259,663)
(184,481)
140,569
557,611
—
—
—
—
(17,334)
(65,357)
—
171,345
(300,770)
(184,518)
141,742
626,364
60,494
—
15,626
—
1,432
(51,367)
181,293
425,805
(302,486)
(88,872)
770,604
651,594
—
9,475
4,528
(10,000)
40,200
(95,695)
167,024
993,581
$
— $
381,980 $
39,689
(25,826)
538,000
(292,364)
(375,044)
1,524,000
1,488,000
28
29
Repayments of revolving credit facility, term loans and senior unsecured notes
(828,000)
(1,864,000)
(1,808,000)
Proceeds from stock options exercised and DRSPP issuance
525
525
1,556
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Table of Contents
Table of Contents
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
Repurchase of common stock
Redemption of preferred stock
Redemption of OP units
Distributions to noncontrolling interests in other partnerships
Contributions from noncontrolling interests in other partnerships
Acquisition of subsidiary interest from noncontrolling interest
Distributions to noncontrolling interests in the Operating Partnership
Dividends paid on common and preferred stock
Other obligation related to secured borrowing
Tax withholdings related to restricted share awards
Deferred loan costs
Principal payments on financing lease liabilities
Net cash used in financing activities
Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Year Ended December 31,
2023
2022
2021
—
(151,197)
(341,403)
(11,700)
(9,076)
(2,777)
6,932
—
(14,779)
(17,967)
(40,901)
(4,699)
52,164
(29,817)
(16,272)
(6,040)
(25,703)
(6,631)
336
—
(15,749)
(230,931)
(262,136)
(271,075)
129,656
—
(1,407)
—
77,874
(3,915)
(8,098)
—
51,862
(2,990)
(13,745)
(434)
(449,383)
(654,823)
(1,285,371)
(48,535)
384,054
47,070
336,984
(35,811)
372,795
Cash, cash equivalents, and restricted cash at end of period
$
335,519 $
384,054 $
336,984
In December 2023, the Company declared a regular monthly distribution per share of $0.2500 that was paid in cash. This
distribution was paid in January 2024. In December 2022, the Company declared a regular monthly distribution per share of
$0.2708 that was paid in cash. This distribution was paid in January 2023. In December 2021, the Company declared a regular
monthly distribution per share of $0.3108 that was paid in cash and a special distribution per share of $2.4392 that was paid
entirely in stock. These distributions were paid in January 2022.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the
consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash
The accompanying notes are an integral part of these consolidated financial statements.
Year Ended
2023
2022
2021
$
$
221,823 $
203,273 $
251,417
113,696
180,781
85,567
335,519 $
384,054 $
336,984
$
$
$
Supplemental cash flow disclosures:
Interest paid
Income taxes paid
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Redemption of units in the Operating Partnership for a joint venture sale
Exchange of preferred equity investment for real estate or equity in joint venture
Exchange of debt investment for real estate or equity in joint venture
Assumption of mortgage and mezzanine loans
Issuance of special dividend paid in stock
Tenant improvements and capital expenditures payable
Fair value adjustment to noncontrolling interest in the Operating Partnership
Investment in joint venture
Deconsolidation of a subsidiary
Deconsolidation of subsidiary debt
Debt and preferred equity investments
Transfer of assets related to assets held for sale
Transfer of liabilities related to assets held for sale
Extinguishment of debt in connection with property dispositions
Consolidation of real estate investment
— $
—
349,946
—
—
—
15,486
—
101,351
1,712,750
—
—
—
—
—
229,119 $
169,519 $
152,773
7,815 $
5,358 $
4,405
— $
27,586
190,652
193,995
1,712,750
160,620
18,518
39,974
47,135
—
—
302
—
—
—
—
—
—
—
—
—
9,468
60,000
121,418
7,580
9,851
—
66,837
510,000
8,372
140,855
64,120
53,548
119,444
19,831
4,476
—
358
—
Removal of fully depreciated commercial real estate properties
16,313
30,359
Sale of interest in partially owned entity
Contribution to consolidated joint venture by noncontrolling interest
Distributions to noncontrolling interests
Share repurchase or redemption payable
Recognition of right of use assets and related lease liabilities
—
8,134
—
9,513
—
57,938
537,344
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SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
In December 2023, the Company declared a regular monthly distribution per share of $0.2500 that was paid in cash. This
distribution was paid in January 2024. In December 2022, the Company declared a regular monthly distribution per share of
$0.2708 that was paid in cash. This distribution was paid in January 2023. In December 2021, the Company declared a regular
monthly distribution per share of $0.3108 that was paid in cash and a special distribution per share of $2.4392 that was paid
entirely in stock. These distributions were paid in January 2022.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the
consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
(230,931)
(262,136)
(271,075)
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash
Year Ended
2023
2022
2021
$
$
221,823 $
203,273 $
251,417
113,696
180,781
85,567
335,519 $
384,054 $
336,984
The accompanying notes are an integral part of these consolidated financial statements.
Repurchase of common stock
Redemption of preferred stock
Redemption of OP units
Distributions to noncontrolling interests in other partnerships
Contributions from noncontrolling interests in other partnerships
Acquisition of subsidiary interest from noncontrolling interest
Distributions to noncontrolling interests in the Operating Partnership
Dividends paid on common and preferred stock
Other obligation related to secured borrowing
Tax withholdings related to restricted share awards
Deferred loan costs
Principal payments on financing lease liabilities
Net cash used in financing activities
Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Year Ended December 31,
2023
2022
2021
—
(151,197)
(341,403)
(17,967)
(40,901)
(4,699)
52,164
(29,817)
(16,272)
77,874
(3,915)
(8,098)
—
(6,040)
(25,703)
(6,631)
336
—
(15,749)
51,862
(2,990)
(13,745)
(434)
(449,383)
(654,823)
(1,285,371)
47,070
336,984
(35,811)
372,795
Cash, cash equivalents, and restricted cash at end of period
$
335,519 $
384,054 $
336,984
Supplemental cash flow disclosures:
Interest paid
Income taxes paid
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Redemption of units in the Operating Partnership for a joint venture sale
— $
— $
27,586
Exchange of preferred equity investment for real estate or equity in joint venture
Exchange of debt investment for real estate or equity in joint venture
349,946
229,119 $
169,519 $
152,773
7,815 $
5,358 $
4,405
$
$
$
Fair value adjustment to noncontrolling interest in the Operating Partnership
15,486
Assumption of mortgage and mezzanine loans
Issuance of special dividend paid in stock
Tenant improvements and capital expenditures payable
Investment in joint venture
Deconsolidation of a subsidiary
Deconsolidation of subsidiary debt
Debt and preferred equity investments
Transfer of assets related to assets held for sale
Transfer of liabilities related to assets held for sale
Extinguishment of debt in connection with property dispositions
Consolidation of real estate investment
Sale of interest in partially owned entity
Contribution to consolidated joint venture by noncontrolling interest
Distributions to noncontrolling interests
Share repurchase or redemption payable
Removal of fully depreciated commercial real estate properties
16,313
30,359
Recognition of right of use assets and related lease liabilities
57,938
537,344
190,652
193,995
1,712,750
160,620
18,518
39,974
47,135
—
—
302
—
—
—
—
—
—
—
—
—
9,468
60,000
121,418
7,580
9,851
—
66,837
510,000
8,372
140,855
64,120
53,548
119,444
19,831
4,476
—
358
—
(11,700)
(9,076)
(2,777)
6,932
—
(14,779)
129,656
(1,407)
—
—
(48,535)
384,054
101,351
1,712,750
—
—
—
—
—
—
—
—
—
—
—
8,134
—
9,513
—
30
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Table of Contents
Table of Contents
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
December 31, 2023
December 31, 2022
December 31, 2023
December 31, 2022
Capital
SLGOP partners' capital:
December 31, 2023 and 2022
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both
SL Green partners' capital (687 and 680 general partner common units, and 64,039 and
63,700 limited partner common units outstanding at December 31, 2023 and 2022,
respectively)
Accumulated other comprehensive income
Total SLGOP partners' capital
Noncontrolling interests in other partnerships
Total capital
Total liabilities and capital
221,932
221,932
3,546,906
17,477
3,786,315
69,610
3,855,925
4,313,497
49,604
4,585,033
61,889
4,646,922
12,355,794
$
9,531,181 $
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The
consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $41.2 million and $41.2
million of land, $40.5 million and $41.0 million of building and improvements, $— million and $— million of building and leasehold improvements, $—
million and $— million of right of use assets, $5.4 million and $4.4 million of accumulated depreciation, $676.9 million and $599.2 million of other assets
included in other line items, $50.0 million and $49.8 million of real estate debt, net, $0.9 million and $0.2 million of accrued interest payable, $— million and
$— million of lease liabilities, and $306.5 million and $146.4 million of other liabilities included in other line items as of December 31, 2023 and December
31, 2022, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
Assets
Commercial real estate properties, at cost:
Land and land interests
Building and improvements
Building leasehold and improvements
Right of use asset - operating leases
Less: accumulated depreciation
Cash and cash equivalents
Restricted cash
Investments in marketable securities
Tenant and other receivables
Related party receivables
Deferred rents receivable
Debt and preferred equity investments, net of discounts and deferred origination fees of
$1,630 and $1,811 and allowances of $13,520 and $6,630 in 2023 and 2022, respectively
Investments in unconsolidated joint ventures
Deferred costs, net
Other assets
Total assets (1)
Liabilities
Mortgages and other loans payable, net
Revolving credit facility, net
Unsecured term loans, net
Unsecured notes, net
Accrued interest payable
Other liabilities
Accounts payable and accrued expenses
Deferred revenue
Lease liability - financing leases
Lease liability - operating leases
Dividend and distributions payable
Security deposits
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred
securities
Total liabilities (1)
Commitments and contingencies
Limited partner interests in SLGOP (3,949 and 3,670 limited partner common units
outstanding at December 31, 2023 and 2022, respectively)
Preferred units
$
1,092,671 $
3,655,624
1,354,569
953,236
7,056,100
(2,035,311)
5,020,789
221,823
113,696
9,591
33,270
12,168
264,653
346,745
2,983,313
111,463
413,670
1,576,927
4,903,776
1,691,831
1,026,265
9,198,799
(2,039,554)
7,159,245
203,273
180,781
11,240
34,497
27,352
257,887
623,280
3,190,137
121,157
546,945
$
$
9,531,181 $
12,355,794
1,491,319 $
554,752
1,244,881
99,795
17,930
471,401
153,164
134,053
105,531
827,692
20,280
49,906
100,000
5,270,704
238,051
166,501
3,227,563
443,217
1,641,552
99,692
14,227
236,211
154,867
272,248
104,218
895,100
21,569
50,472
100,000
7,260,936
269,993
177,943
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SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
December 31, 2023
December 31, 2022
December 31, 2023
December 31, 2022
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both
December 31, 2023 and 2022
SL Green partners' capital (687 and 680 general partner common units, and 64,039 and
63,700 limited partner common units outstanding at December 31, 2023 and 2022,
respectively)
Accumulated other comprehensive income
Total SLGOP partners' capital
Noncontrolling interests in other partnerships
Total capital
Total liabilities and capital
221,932
221,932
3,546,906
17,477
3,786,315
69,610
3,855,925
$
9,531,181 $
4,313,497
49,604
4,585,033
61,889
4,646,922
12,355,794
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The
consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $41.2 million and $41.2
million of land, $40.5 million and $41.0 million of building and improvements, $— million and $— million of building and leasehold improvements, $—
million and $— million of right of use assets, $5.4 million and $4.4 million of accumulated depreciation, $676.9 million and $599.2 million of other assets
included in other line items, $50.0 million and $49.8 million of real estate debt, net, $0.9 million and $0.2 million of accrued interest payable, $— million and
$— million of lease liabilities, and $306.5 million and $146.4 million of other liabilities included in other line items as of December 31, 2023 and December
31, 2022, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
Assets
Commercial real estate properties, at cost:
Land and land interests
Building and improvements
Building leasehold and improvements
Right of use asset - operating leases
Less: accumulated depreciation
Cash and cash equivalents
Restricted cash
Investments in marketable securities
Tenant and other receivables
Related party receivables
Deferred rents receivable
Deferred costs, net
Other assets
Total assets (1)
Liabilities
Mortgages and other loans payable, net
Revolving credit facility, net
Unsecured term loans, net
Unsecured notes, net
Accrued interest payable
Other liabilities
Accounts payable and accrued expenses
Deferred revenue
Lease liability - financing leases
Lease liability - operating leases
Dividend and distributions payable
Security deposits
securities
Total liabilities (1)
Commitments and contingencies
Debt and preferred equity investments, net of discounts and deferred origination fees of
$1,630 and $1,811 and allowances of $13,520 and $6,630 in 2023 and 2022, respectively
Investments in unconsolidated joint ventures
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred
Limited partner interests in SLGOP (3,949 and 3,670 limited partner common units
outstanding at December 31, 2023 and 2022, respectively)
Preferred units
$
1,092,671 $
9,531,181 $
12,355,794
$
$
3,655,624
1,354,569
953,236
7,056,100
(2,035,311)
5,020,789
221,823
113,696
9,591
33,270
12,168
264,653
346,745
2,983,313
111,463
413,670
1,491,319 $
554,752
1,244,881
99,795
17,930
471,401
153,164
134,053
105,531
827,692
20,280
49,906
100,000
5,270,704
238,051
166,501
1,576,927
4,903,776
1,691,831
1,026,265
9,198,799
(2,039,554)
7,159,245
203,273
180,781
11,240
34,497
27,352
257,887
623,280
3,190,137
121,157
546,945
3,227,563
443,217
1,641,552
99,692
14,227
236,211
154,867
272,248
104,218
895,100
21,569
50,472
100,000
7,260,936
269,993
177,943
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33
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SL Green Operating Partnership, L.P.
Consolidated Statements of Comprehensive (Loss) Income
(in thousands)
Net (loss) income
Other comprehensive (loss) income:
(Decrease) increase in unrealized value of derivative instruments, including
SL Green's share of joint venture derivative instruments
(Decrease) increase in unrealized value of marketable securities
Other comprehensive (loss) income
Comprehensive (loss) income
Net loss (income) attributable to noncontrolling interests
Other comprehensive loss (income) attributable to noncontrolling interests
Year Ended December 31,
2023
2022
2021
$
(599,337) $
(76,303) $
480,632
(32,437)
(1,650)
(34,087)
(633,424)
4,568
1,960
103,629
(1,440)
102,189
25,886
(1,122)
(5,827)
21,427
104
21,531
502,163
1,884
(1,042)
Comprehensive (loss) income attributable to SLGOP
$
(626,896) $
18,937 $
503,005
The accompanying notes are an integral part of these consolidated financial statements.
Table of Contents
Table of Contents
SL Green Operating Partnership, L.P.
Consolidated Statements of Operations
(in thousands, except per unit data)
Year Ended December 31,
2023
2022
2021
$
683,335 $
671,500 $
678,176
Revenues
Rental revenue, net
SUMMIT Operator revenue
Investment income
Other income
Total revenues
Expenses
Operating expenses, including related party expenses of $5 in 2023, $5,701 in
2022 and $12,377 in 2021
Real estate taxes
Operating lease rent
SUMMIT Operator expenses
Interest expense, net of interest income
Amortization of deferred financing costs
SUMMIT Operator tax expense
Depreciation and amortization
Loan loss and other investment reserves, net of recoveries
Transaction related costs
Marketing, general and administrative
Total expenses
Equity in net loss from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
Purchase price and other fair value adjustments
(Loss) gain on sale of real estate, net
Depreciable real estate reserves and impairments
Loss on early extinguishment of debt
Net (loss) income
Net loss (income) attributable to noncontrolling interests in other partnerships
Preferred units distributions
Net (loss) income attributable to SLGOP
Perpetual preferred unit dividends
Net (loss) income attributable to SLGOP common unitholders
Basic (loss) earnings per unit
Diluted (loss) earnings per unit
118,260
34,705
77,410
913,710
196,696
143,757
27,292
101,211
137,114
7,837
9,201
247,810
6,890
1,099
111,389
990,296
(76,509)
(13,368)
(17,260)
(32,370)
(382,374)
(870)
(599,337)
4,568
(7,255)
(602,024)
(14,950)
89,048
81,113
77,793
919,454
174,063
138,228
26,943
89,207
89,473
7,817
2,647
216,167
—
409
93,798
838,752
(57,958)
(131)
(8,118)
(84,485)
(6,313)
—
(76,303)
(1,122)
(6,443)
(83,868)
(14,950)
$
$
$
(616,974) $
(98,818) $
(9.12) $
(9.12) $
(1.49) $
(1.49) $
Basic weighted average common units outstanding
Diluted weighted average common units and common unit equivalents
outstanding
67,972
67,972
67,929
67,929
The accompanying notes are an integral part of these consolidated financial statements.
16,311
80,340
86,483
861,310
167,153
152,835
26,554
16,219
70,891
11,424
1,000
216,969
2,931
3,773
94,912
764,661
(55,402)
(32,757)
210,070
287,417
(23,794)
(1,551)
480,632
1,884
(7,305)
475,211
(14,950)
460,261
6.57
6.50
69,727
70,769
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SL Green Operating Partnership, L.P.
Consolidated Statements of Comprehensive (Loss) Income
(in thousands)
Net (loss) income
Other comprehensive (loss) income:
(Decrease) increase in unrealized value of derivative instruments, including
SL Green's share of joint venture derivative instruments
(Decrease) increase in unrealized value of marketable securities
Other comprehensive (loss) income
Comprehensive (loss) income
Net loss (income) attributable to noncontrolling interests
Other comprehensive loss (income) attributable to noncontrolling interests
Year Ended December 31,
2022
2021
2023
$
(599,337) $
(76,303) $
480,632
(32,437)
(1,650)
(34,087)
(633,424)
4,568
1,960
103,629
(1,440)
102,189
25,886
(1,122)
(5,827)
21,427
104
21,531
502,163
1,884
(1,042)
Comprehensive (loss) income attributable to SLGOP
$
(626,896) $
18,937 $
503,005
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Operations
(in thousands, except per unit data)
Year Ended December 31,
2023
2022
2021
$
683,335 $
671,500 $
678,176
Revenues
Rental revenue, net
SUMMIT Operator revenue
Investment income
Other income
Total revenues
Expenses
2022 and $12,377 in 2021
Real estate taxes
Operating lease rent
SUMMIT Operator expenses
Operating expenses, including related party expenses of $5 in 2023, $5,701 in
Interest expense, net of interest income
Amortization of deferred financing costs
SUMMIT Operator tax expense
Depreciation and amortization
Transaction related costs
Marketing, general and administrative
Total expenses
Loan loss and other investment reserves, net of recoveries
Equity in net loss from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
Net loss (income) attributable to noncontrolling interests in other partnerships
Purchase price and other fair value adjustments
(Loss) gain on sale of real estate, net
Depreciable real estate reserves and impairments
Loss on early extinguishment of debt
Net (loss) income
Preferred units distributions
Net (loss) income attributable to SLGOP
Perpetual preferred unit dividends
Basic (loss) earnings per unit
Diluted (loss) earnings per unit
118,260
34,705
77,410
913,710
196,696
143,757
27,292
101,211
137,114
7,837
9,201
247,810
6,890
1,099
111,389
990,296
(76,509)
(13,368)
(17,260)
(32,370)
(382,374)
(870)
(599,337)
4,568
(7,255)
(602,024)
(14,950)
89,048
81,113
77,793
919,454
174,063
138,228
26,943
89,207
89,473
7,817
2,647
216,167
—
409
93,798
838,752
(57,958)
(131)
(8,118)
(84,485)
(6,313)
—
(76,303)
(1,122)
(6,443)
(83,868)
(14,950)
Net (loss) income attributable to SLGOP common unitholders
(616,974) $
(98,818) $
$
$
$
(9.12) $
(9.12) $
(1.49) $
(1.49) $
Basic weighted average common units outstanding
Diluted weighted average common units and common unit equivalents
outstanding
67,972
67,972
67,929
67,929
The accompanying notes are an integral part of these consolidated financial statements.
16,311
80,340
86,483
861,310
167,153
152,835
26,554
16,219
70,891
11,424
1,000
216,969
2,931
3,773
94,912
764,661
(55,402)
(32,757)
210,070
287,417
(23,794)
(1,551)
480,632
1,884
(7,305)
475,211
(14,950)
460,261
6.57
6.50
69,727
70,769
34
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Table of Contents
SL Green Operating Partnership, L.P.
Consolidated Statements of Capital
(in thousands, except per unit data)
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
Balance at December 31, 2020
Net income
Other comprehensive income
Perpetual preferred unit dividends
DRSPP proceeds
Reallocation of noncontrolling interests in the Operating Partnership
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
Repurchases of common units
Proceeds from stock options exercised
Contributions to consolidated joint venture interests
Sale of interest in partially owned entity
Cash distributions to noncontrolling interests
Issuance of special distribution paid in units
Cash distributions declared ($6.2729 per common unit, none of which
represented a return of capital for federal income tax purposes)
Balance at December 31, 2021
Net loss
Acquisition of subsidiary interest from noncontrolling interest
Other comprehensive income
Perpetual preferred unit dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the Operating Partnership
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
Repurchases of common units
Contributions to consolidated joint venture interests
Cash distributions to noncontrolling interests
Issuance of special distribution paid in units
Cash distributions declared ($3.6896 per common unit, none of which
represented a return of capital for federal income tax purposes)
Balance at December 31, 2022
Net loss
Other comprehensive loss
Perpetual preferred unit dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the Operating Partnership
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
Contributions to consolidated joint venture interests
Cash distributions to noncontrolling interests
Cash distributions declared ($3.2288 per common unit, none of which
represented a return of capital for federal income tax purposes)
SL Green Operating Partnership Unitholders
Partners' Interest
Series I
Preferred
Units
Common
Units
Common
Unitholders
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests
Total
$ 221,932
66,474
$ 4,755,078
$
(67,247) $
26,032
$ 4,935,795
449,754
(14,950)
738
(9,851)
11
108
32,583
(4,474)
(337,624)
12
818
1,974
123,529
(410,373)
20,489
(1,884)
447,870
20,489
(14,950)
738
(9,851)
32,583
(337,624)
818
336
(4,476)
(6,631)
123,529
(410,373)
336
(4,476)
(6,631)
$ 221,932
64,105
$ 4,589,702
$
(46,758) $
13,377
$ 4,778,253
(78,074)
(29,742)
(14,950)
525
39,974
11
274
32,034
(1,971)
(151,197)
1,961
160,620
(235,395)
96,362
1,122
(76,952)
(75)
(29,817)
96,362
(14,950)
525
39,974
32,034
(151,197)
52,164
52,164
(4,699)
(4,699)
160,620
(235,395)
$ 221,932
64,380
$ 4,313,497
$
49,604
$
61,889
$ 4,646,922
(32,127)
(564,559)
(14,950)
525
(15,486)
17
329
35,573
(4,568)
(569,127)
(32,127)
(14,950)
525
(15,486)
35,573
15,066
15,066
(2,777)
(2,777)
(207,694)
(207,694)
Balance at December 31, 2023
$ 221,932
64,726
$ 3,546,906
$
17,477
$
69,610
$ 3,855,925
The accompanying notes are an integral part of these consolidated financial statements.
Operating Activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Equity in net loss from unconsolidated joint ventures
Distributions of cumulative earnings from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate
Purchase price and other fair value adjustments
Depreciable real estate reserves and impairments
Loss (gain) on sale of real estate, net
Loan loss reserves and other investment reserves, net of recoveries
Loss on early extinguishment of debt
Deferred rents receivable
Non-cash lease expense
Other non-cash adjustments
Changes in operating assets and liabilities:
Tenant and other receivables
Related party receivables
Deferred lease costs
Other assets
Deferred revenue
Change in lease liability - operating leases
Net cash provided by operating activities
Investing Activities
Acquisitions of real estate property
Additions to land, buildings and improvements
Investments in unconsolidated joint ventures
Accounts payable, accrued expenses, other liabilities and security deposits
Distributions in excess of cumulative earnings from unconsolidated joint ventures
Net proceeds from disposition of real estate/joint venture interest
Cash and restricted cash assumed from acquisition of real estate investment
Cash assumed from consolidation of real estate investment
Proceeds from sale or redemption of marketable securities
Purchases of marketable securities
Other investments
Origination of debt and preferred equity investments
Repayments or redemption of debt and preferred equity investments
Net cash provided by investing activities
Financing Activities
Proceeds from mortgages and other loans payable
Repayments of mortgages and other loans payable
Year Ended December 31,
2023
2022
2021
$
(599,337) $
(76,303) $
480,632
255,647
76,509
9,897
13,368
17,260
382,374
32,370
6,890
870
(17,903)
20,435
28,174
(1,725)
15,788
(17,427)
(1,922)
11,974
8,057
(11,796)
229,503
(259,663)
(184,481)
140,569
557,611
—
—
—
—
(17,334)
(65,357)
—
171,345
223,984
57,958
780
131
8,118
6,313
84,485
—
—
(5,749)
22,403
(5,676)
14,370
6,666
(21,792)
(28,204)
(30,839)
18,332
1,111
(300,770)
(184,518)
141,742
626,364
60,494
15,626
—
—
1,432
(51,367)
181,293
425,805
228,393
55,402
824
32,757
(210,070)
23,794
(287,417)
2,931
1,551
(6,701)
17,234
37,164
(20,561)
(8,727)
(10,117)
20,245
(66,387)
(1,727)
(33,241)
(302,486)
(88,872)
770,604
651,594
—
9,475
4,528
(10,000)
40,200
(95,695)
167,024
993,581
276,088
255,979
$
— $
(64,491) $
(152,791)
Proceeds from revolving credit facility, term loans and senior unsecured notes
Repayments of revolving credit facility, term loans and senior unsecured notes
(828,000)
(1,864,000)
(1,808,000)
$
— $
381,980 $
39,689
(25,826)
538,000
(292,364)
(375,044)
1,524,000
1,488,000
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SL Green Operating Partnership, L.P.
Consolidated Statements of Capital
(in thousands, except per unit data)
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
SL Green Operating Partnership Unitholders
Partners' Interest
Series I
Preferred
Units
Common
Units
Common
Unitholders
Accumulated
Other
Comprehensive
(Loss) Income
$ 221,932
66,474
$ 4,755,078
$
(67,247) $
26,032
$ 4,935,795
Noncontrolling
Interests
Total
(1,884)
447,870
20,489
449,754
(14,950)
738
(9,851)
11
108
32,583
(4,474)
(337,624)
12
818
1,974
123,529
(410,373)
(78,074)
(29,742)
(14,950)
525
39,974
(235,395)
(564,559)
(14,950)
525
(15,486)
11
17
274
32,034
(1,971)
(151,197)
1,961
160,620
329
35,573
$ 221,932
64,105
$ 4,589,702
$
(46,758) $
13,377
$ 4,778,253
1,122
(76,952)
(75)
(29,817)
96,362
$ 221,932
64,380
$ 4,313,497
$
49,604
$
61,889
$ 4,646,922
(4,568)
(569,127)
(32,127)
336
(4,476)
(6,631)
52,164
52,164
(4,699)
(4,699)
20,489
(14,950)
738
(9,851)
32,583
(337,624)
818
336
(4,476)
(6,631)
123,529
(410,373)
96,362
(14,950)
525
39,974
32,034
(151,197)
160,620
(235,395)
(32,127)
(14,950)
525
(15,486)
35,573
15,066
Balance at December 31, 2020
Net income
Other comprehensive income
Perpetual preferred unit dividends
DRSPP proceeds
Reallocation of noncontrolling interests in the Operating Partnership
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
Repurchases of common units
Proceeds from stock options exercised
Contributions to consolidated joint venture interests
Sale of interest in partially owned entity
Cash distributions to noncontrolling interests
Issuance of special distribution paid in units
Cash distributions declared ($6.2729 per common unit, none of which
represented a return of capital for federal income tax purposes)
Acquisition of subsidiary interest from noncontrolling interest
Balance at December 31, 2021
Net loss
Other comprehensive income
Perpetual preferred unit dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the Operating Partnership
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
Repurchases of common units
Contributions to consolidated joint venture interests
Cash distributions to noncontrolling interests
Issuance of special distribution paid in units
Cash distributions declared ($3.6896 per common unit, none of which
represented a return of capital for federal income tax purposes)
Balance at December 31, 2022
Net loss
Other comprehensive loss
Perpetual preferred unit dividends
DRSPP proceeds
Reallocation of noncontrolling interest in the Operating Partnership
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
Contributions to consolidated joint venture interests
Cash distributions to noncontrolling interests
Cash distributions declared ($3.2288 per common unit, none of which
represented a return of capital for federal income tax purposes)
Balance at December 31, 2023
$ 221,932
64,726
$ 3,546,906
$
17,477
$
69,610
$ 3,855,925
(207,694)
(207,694)
The accompanying notes are an integral part of these consolidated financial statements.
Operating Activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Equity in net loss from unconsolidated joint ventures
Distributions of cumulative earnings from unconsolidated joint ventures
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate
Purchase price and other fair value adjustments
Depreciable real estate reserves and impairments
Loss (gain) on sale of real estate, net
Loan loss reserves and other investment reserves, net of recoveries
Loss on early extinguishment of debt
Deferred rents receivable
Non-cash lease expense
Other non-cash adjustments
Changes in operating assets and liabilities:
Tenant and other receivables
Related party receivables
Deferred lease costs
Other assets
Accounts payable, accrued expenses, other liabilities and security deposits
Deferred revenue
Change in lease liability - operating leases
Net cash provided by operating activities
Investing Activities
Acquisitions of real estate property
Additions to land, buildings and improvements
Investments in unconsolidated joint ventures
Distributions in excess of cumulative earnings from unconsolidated joint ventures
Net proceeds from disposition of real estate/joint venture interest
Cash and restricted cash assumed from acquisition of real estate investment
15,066
(2,777)
(2,777)
Cash assumed from consolidation of real estate investment
Proceeds from sale or redemption of marketable securities
Purchases of marketable securities
Other investments
Origination of debt and preferred equity investments
Repayments or redemption of debt and preferred equity investments
Net cash provided by investing activities
Financing Activities
Proceeds from mortgages and other loans payable
Repayments of mortgages and other loans payable
Proceeds from revolving credit facility, term loans and senior unsecured notes
Year Ended December 31,
2023
2022
2021
$
(599,337) $
(76,303) $
480,632
255,647
76,509
9,897
13,368
17,260
382,374
32,370
6,890
870
(17,903)
20,435
28,174
(1,725)
15,788
(17,427)
(1,922)
11,974
8,057
(11,796)
229,503
223,984
57,958
780
131
8,118
6,313
84,485
—
—
(5,749)
22,403
(5,676)
14,370
6,666
(21,792)
(28,204)
(30,839)
18,332
1,111
228,393
55,402
824
32,757
(210,070)
23,794
(287,417)
2,931
1,551
(6,701)
17,234
37,164
(20,561)
(8,727)
(10,117)
20,245
(66,387)
(1,727)
(33,241)
276,088
255,979
$
— $
(64,491) $
(152,791)
(259,663)
(184,481)
140,569
557,611
—
—
—
—
(17,334)
(65,357)
—
171,345
(300,770)
(184,518)
141,742
626,364
60,494
—
15,626
—
1,432
(51,367)
181,293
425,805
(302,486)
(88,872)
770,604
651,594
—
9,475
4,528
(10,000)
40,200
(95,695)
167,024
993,581
$
— $
381,980 $
39,689
(25,826)
538,000
(292,364)
(375,044)
1,524,000
1,488,000
36
37
Repayments of revolving credit facility, term loans and senior unsecured notes
(828,000)
(1,864,000)
(1,808,000)
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SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
Proceeds from stock options exercised and DRSPP issuance
Repurchase of common units
Redemption of preferred units
Redemption of OP units
Distributions to noncontrolling interests in other partnerships
Contributions from noncontrolling interests in other partnerships
Acquisition of subsidiary interest from noncontrolling interest
Distributions paid on common and preferred units
Other obligation related to secured borrowing
Tax withholdings related to restricted share awards
Deferred loan costs
Principal payments on financing lease liabilities
Net cash used in financing activities
Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Year Ended December 31,
2023
2022
2021
525
—
(11,700)
(9,076)
(2,777)
6,932
—
525
1,556
(151,197)
(341,403)
(17,967)
(40,901)
(4,699)
52,164
(29,817)
(6,040)
(25,703)
(6,631)
336
—
(245,710)
(278,408)
(286,824)
129,656
—
(1,407)
—
77,874
(3,915)
(8,098)
—
51,862
(2,990)
(13,745)
(434)
(449,383)
(654,823)
(1,285,371)
(48,535)
384,054
47,070
336,984
(35,811)
372,795
Cash, cash equivalents, and restricted cash at end of period
$
335,519 $
384,054 $
336,984
In December 2023, the Company declared a regular monthly distribution per share of $0.2500 that was paid in cash. This
distribution was paid in January 2024. In December 2022, the Company declared a regular monthly distribution per share of
$0.2708 that was paid in cash. This distribution was paid in January 2023. In December 2021, the Company declared a regular
monthly distribution per share of $0.3108 that was paid in cash and a special distribution per share of $2.4392 that was paid
entirely in stock. These distributions were paid in January 2022.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the
consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash
The accompanying notes are an integral part of these consolidated financial statements.
Year Ended
2023
2022
2021
$
$
221,823 $
203,273 $
251,417
113,696
180,781
85,567
335,519 $
384,054 $
336,984
$
$
$
Supplemental cash flow disclosures:
Interest paid
Income taxes paid
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Redemption of units in the Operating Partnership for a joint venture sale
Exchange of preferred equity investment for real estate or equity in joint venture
Exchange of debt investment for real estate or equity in joint venture
Assumption of mortgage and mezzanine loans
Issuance of special distribution paid in units
Tenant improvements and capital expenditures payable
Fair value adjustment to noncontrolling interest in the Operating Partnership
Investment in joint venture
Deconsolidation of a subsidiary
Deconsolidation of subsidiary debt
Debt and preferred equity investments
Transfer of assets related to assets held for sale
Transfer of liabilities related to assets held for sale
Extinguishment of debt in connection with property dispositions
Consolidation of real estate investment
— $
—
349,946
—
—
—
15,486
—
101,351
1,712,750
—
—
—
—
—
229,119 $
169,519 $
152,773
7,815 $
5,358 $
4,405
— $
27,586
190,652
193,995
1,712,750
160,620
18,518
39,974
47,135
—
—
302
—
—
—
—
—
—
—
—
—
9,468
60,000
121,418
7,580
9,851
—
66,837
510,000
8,372
140,855
64,120
53,548
119,444
19,831
4,476
—
358
—
Removal of fully depreciated commercial real estate properties
16,313
30,359
Sale of interest in partially owned entity
Contribution to consolidated joint venture by noncontrolling interest
Distributions to noncontrolling interests
Share repurchase or redemption payable
Recognition of right of use assets and related lease liabilities
—
8,134
—
9,513
—
57,938
537,344
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SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
In December 2023, the Company declared a regular monthly distribution per share of $0.2500 that was paid in cash. This
distribution was paid in January 2024. In December 2022, the Company declared a regular monthly distribution per share of
$0.2708 that was paid in cash. This distribution was paid in January 2023. In December 2021, the Company declared a regular
monthly distribution per share of $0.3108 that was paid in cash and a special distribution per share of $2.4392 that was paid
entirely in stock. These distributions were paid in January 2022.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the
consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash
Year Ended
2023
2022
2021
$
$
221,823 $
203,273 $
251,417
113,696
180,781
85,567
335,519 $
384,054 $
336,984
The accompanying notes are an integral part of these consolidated financial statements.
Proceeds from stock options exercised and DRSPP issuance
Repurchase of common units
Redemption of preferred units
Redemption of OP units
Distributions to noncontrolling interests in other partnerships
Contributions from noncontrolling interests in other partnerships
Acquisition of subsidiary interest from noncontrolling interest
Distributions paid on common and preferred units
Other obligation related to secured borrowing
Tax withholdings related to restricted share awards
Deferred loan costs
Principal payments on financing lease liabilities
Net cash used in financing activities
Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Supplemental cash flow disclosures:
Interest paid
Income taxes paid
Assumption of mortgage and mezzanine loans
Issuance of special distribution paid in units
Tenant improvements and capital expenditures payable
Investment in joint venture
Deconsolidation of a subsidiary
Deconsolidation of subsidiary debt
Debt and preferred equity investments
Transfer of assets related to assets held for sale
Transfer of liabilities related to assets held for sale
Extinguishment of debt in connection with property dispositions
Consolidation of real estate investment
Sale of interest in partially owned entity
Contribution to consolidated joint venture by noncontrolling interest
Distributions to noncontrolling interests
Share repurchase or redemption payable
Cash, cash equivalents, and restricted cash at end of period
$
335,519 $
384,054 $
336,984
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Redemption of units in the Operating Partnership for a joint venture sale
— $
— $
27,586
Exchange of preferred equity investment for real estate or equity in joint venture
Exchange of debt investment for real estate or equity in joint venture
349,946
Fair value adjustment to noncontrolling interest in the Operating Partnership
15,486
Year Ended December 31,
2023
2022
2021
525
1,556
(151,197)
(341,403)
525
—
(11,700)
(9,076)
(2,777)
6,932
—
129,656
(1,407)
—
—
(17,967)
(40,901)
(4,699)
52,164
(29,817)
77,874
(3,915)
(8,098)
—
(6,040)
(25,703)
(6,631)
336
—
51,862
(2,990)
(13,745)
(434)
(245,710)
(278,408)
(286,824)
(449,383)
(654,823)
(1,285,371)
(48,535)
384,054
47,070
336,984
(35,811)
372,795
229,119 $
169,519 $
152,773
7,815 $
5,358 $
4,405
$
$
$
101,351
1,712,750
—
—
—
—
—
—
—
—
—
—
—
8,134
—
9,513
—
190,652
193,995
1,712,750
160,620
18,518
39,974
47,135
—
—
302
—
—
—
—
—
—
—
—
—
9,468
60,000
121,418
7,580
9,851
—
66,837
510,000
8,372
140,855
64,120
53,548
119,444
19,831
4,476
—
358
—
Removal of fully depreciated commercial real estate properties
16,313
30,359
Recognition of right of use assets and related lease liabilities
57,938
537,344
38
39
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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
1. Organization and Basis of Presentation
SL Green Realty Corp., which is referred to as the Company or SL Green, a Maryland corporation, and SL Green
Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were
formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its
affiliated partnerships and entities. The Operating Partnership received a contribution of interest in the real estate properties, as
well as 95% of the economic interest in the management, leasing and construction companies which are referred to as S.L.
Green Management Corp, or the Service Corporation. All of the management, leasing and construction services that are
provided to the properties that are wholly-owned by us and that are provided to certain joint ventures are conducted through SL
Green Management LLC and S.L. Green Management Corp., respectively, which are 100% owned by the Operating
Partnership. The Company has qualified, and expects to qualify in the current fiscal year, as a real estate investment trust, or
REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed
REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted
to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to
"we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating
Partnership.
Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. The
Company is the sole managing general partner of the Operating Partnership. As of December 31, 2023, noncontrolling investors
held, in the aggregate, a 5.75% limited partnership interest in the Operating Partnership. We refer to these interests as the
noncontrolling interests in the Operating Partnership. The Operating Partnership is considered a variable interest entity, or VIE,
in which we are the primary beneficiary. See Note 11, "Noncontrolling Interests on the Company's Consolidated Financial
Statements."
On December 31, 2023, we owned the following interests in properties in the New York metropolitan area, primarily in
midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
Consolidated
Unconsolidated
Total
Property
Type
Number of
Buildings
Approximate
Square Feet
(unaudited)
Number of
Buildings
Approximate
Square Feet
(unaudited)
Number of
Buildings
Approximate
Square Feet
(unaudited)
Weighted
Average
Leased
Occupancy(1)
(unaudited)
Location
Commercial:
Manhattan
Office
Retail
Development/
Redevelopment
Suburban
Office
Total commercial properties
Residential:
Manhattan
Residential
Total portfolio
(2)
(2)
(3)
(3)
13
3
3
19
7
26
1
27
8,399,141
40,536
1,443,771
9,883,448
862,800
10,746,248
12
15,412,174
7
3
22
—
22
281,796
2,893,357
18,587,327
—
18,587,327
140,382
1
221,884
10,886,630
23
18,809,211
25
10
6
41
7
48
2
50
(2)
(2)
(2)
(2)
(2)
(2)
23,811,315
322,332
4,337,128
28,470,775
862,800
29,333,575
362,266
29,695,841
89.4 %
91.2 %
N/A
89.5 %
77.1 %
89.0 %
99.0 %
89.2 %
(1)
(2)
(3)
The weighted average leased occupancy for commercial properties represents the total leased square footage divided by the total square footage at
acquisition. The weighted average leased for residential properties represents the total leased units divided by the total available units. Properties under
construction are not included in the calculation of weighted average leased occupancy.
Includes assets within the Company's alternative strategy portfolio. Within that portfolio, office includes one building totaling 2,048,725 square feet,
retail includes eight buildings totaling 286,738 square feet, and development/redevelopment includes two buildings totaling 1,496,931 square feet.
As of December 31, 2023, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of
residential space and approximately 50,206 square feet (unaudited) of office and retail space that is under development. For the purpose of this report,
we have included this building in the number of residential properties we own. However, we have included only the residential square footage in the
residential approximate square footage, and have listed the balance of the square footage as development square footage.
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41
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
As of December 31, 2023, we also managed one office building and one retail building owned by a third party
encompassing approximately 0.4 million square feet (unaudited), and held debt and preferred equity investments with a book
value of $346.7 million, excluding debt and preferred equity investments and other financing receivables totaling $7.9 million
that are included in balance sheet line items other than the Debt and preferred equity investments line item.
Partnership Agreement
In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we
allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners,
subject to the priority distributions with respect to preferred units and special provisions that apply to Long Term Incentive Plan
("LTIP") Units. As the managing general partner of the Operating Partnership, we are required to take such reasonable efforts,
as determined by us in our sole discretion, to cause the Operating Partnership to distribute sufficient amounts to enable the
payment of sufficient dividends by us to minimize any Federal income or excise tax at the Company level. Under the Operating
Partnership Agreement, each limited partner has the right to redeem units of limited partnership interests for cash, or if we so
elect, shares of SL Green's common stock on a one-for-one basis.
Subsequent Events
In January 2024, the Company closed on the acquisition of interests in the joint venture that owns the leasehold interest at
2 Herald for no consideration, which increases the Company's interest in the joint venture to 95.0%. In addition, the joint
venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of
$7.0 million, which closed in February 2024. See Note 6, "Investments in Unconsolidated Joint Ventures."
In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717
Fifth Avenue for a total consideration of $963.0 million. See Note 6, "Investments in Unconsolidated Joint Ventures."
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or
controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities,
but where we are not the primary beneficiary, are accounted for under the equity method. See Note 5, "Debt and Preferred
Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures." All significant intercompany balances and
transactions have been eliminated.
We consolidate a VIE in which we are considered the primary beneficiary. The primary beneficiary is the entity that has
(i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to
absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
A noncontrolling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary
not attributable, directly or indirectly, to us. Noncontrolling interests are required to be presented as a separate component of
equity in the consolidated balance sheet and the presentation of net income is modified to present earnings and other
comprehensive income (loss) attributed to controlling and noncontrolling interests.
We assess the accounting treatment for each joint venture and debt and preferred equity investment. This assessment
includes a review of each joint venture or limited liability company agreement to determine the rights provided to each party
and whether those rights are protective or participating. For all VIEs, we review such agreements in order to determine which
party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where
we and our partner approve, among other things, the annual budget, receive a detailed monthly reporting package, meet on a
quarterly basis to review the results of the joint venture, review and approve the joint venture's tax return before filing, and
approve all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do
not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the
activities that most significantly impact the performance of the joint venture. Our joint venture agreements typically contain
certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital
expenditures and operating expenditures outside of the approved budget or operating plan.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the
development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major
replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements
December 31, 2023
1. Organization and Basis of Presentation
SL Green Realty Corp., which is referred to as the Company or SL Green, a Maryland corporation, and SL Green
Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were
formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its
affiliated partnerships and entities. The Operating Partnership received a contribution of interest in the real estate properties, as
well as 95% of the economic interest in the management, leasing and construction companies which are referred to as S.L.
Green Management Corp, or the Service Corporation. All of the management, leasing and construction services that are
provided to the properties that are wholly-owned by us and that are provided to certain joint ventures are conducted through SL
Green Management LLC and S.L. Green Management Corp., respectively, which are 100% owned by the Operating
Partnership. The Company has qualified, and expects to qualify in the current fiscal year, as a real estate investment trust, or
REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed
REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted
to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to
"we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating
Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. The
Company is the sole managing general partner of the Operating Partnership. As of December 31, 2023, noncontrolling investors
held, in the aggregate, a 5.75% limited partnership interest in the Operating Partnership. We refer to these interests as the
noncontrolling interests in the Operating Partnership. The Operating Partnership is considered a variable interest entity, or VIE,
in which we are the primary beneficiary. See Note 11, "Noncontrolling Interests on the Company's Consolidated Financial
Partnership.
Statements."
On December 31, 2023, we owned the following interests in properties in the New York metropolitan area, primarily in
midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
Consolidated
Unconsolidated
Total
Property
Type
Number of
Buildings
Approximate
Square Feet
(unaudited)
Number of
Buildings
Approximate
Square Feet
(unaudited)
Number of
Buildings
Approximate
Square Feet
(unaudited)
Location
Commercial:
Manhattan
Office
Retail
Development/
Redevelopment
Suburban
Office
Residential:
Total portfolio
(2)
(2)
(3)
(3)
13
3
3
19
7
26
1
27
Total commercial properties
10,746,248
18,587,327
Manhattan
Residential
140,382
1
221,884
10,886,630
23
18,809,211
8,399,141
40,536
1,443,771
9,883,448
862,800
12
15,412,174
281,796
2,893,357
18,587,327
—
7
3
22
—
22
Weighted
Average
Leased
Occupancy(1)
(unaudited)
25
10
6
41
7
48
2
50
(2)
(2)
(2)
(2)
(2)
(2)
23,811,315
322,332
4,337,128
28,470,775
862,800
29,333,575
362,266
29,695,841
89.4 %
91.2 %
N/A
89.5 %
77.1 %
89.0 %
99.0 %
89.2 %
(1)
The weighted average leased occupancy for commercial properties represents the total leased square footage divided by the total square footage at
acquisition. The weighted average leased for residential properties represents the total leased units divided by the total available units. Properties under
construction are not included in the calculation of weighted average leased occupancy.
(2)
(3)
Includes assets within the Company's alternative strategy portfolio. Within that portfolio, office includes one building totaling 2,048,725 square feet,
retail includes eight buildings totaling 286,738 square feet, and development/redevelopment includes two buildings totaling 1,496,931 square feet.
As of December 31, 2023, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of
residential space and approximately 50,206 square feet (unaudited) of office and retail space that is under development. For the purpose of this report,
we have included this building in the number of residential properties we own. However, we have included only the residential square footage in the
residential approximate square footage, and have listed the balance of the square footage as development square footage.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
As of December 31, 2023, we also managed one office building and one retail building owned by a third party
encompassing approximately 0.4 million square feet (unaudited), and held debt and preferred equity investments with a book
value of $346.7 million, excluding debt and preferred equity investments and other financing receivables totaling $7.9 million
that are included in balance sheet line items other than the Debt and preferred equity investments line item.
Partnership Agreement
In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we
allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners,
subject to the priority distributions with respect to preferred units and special provisions that apply to Long Term Incentive Plan
("LTIP") Units. As the managing general partner of the Operating Partnership, we are required to take such reasonable efforts,
as determined by us in our sole discretion, to cause the Operating Partnership to distribute sufficient amounts to enable the
payment of sufficient dividends by us to minimize any Federal income or excise tax at the Company level. Under the Operating
Partnership Agreement, each limited partner has the right to redeem units of limited partnership interests for cash, or if we so
elect, shares of SL Green's common stock on a one-for-one basis.
Subsequent Events
In January 2024, the Company closed on the acquisition of interests in the joint venture that owns the leasehold interest at
2 Herald for no consideration, which increases the Company's interest in the joint venture to 95.0%. In addition, the joint
venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of
$7.0 million, which closed in February 2024. See Note 6, "Investments in Unconsolidated Joint Ventures."
In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717
Fifth Avenue for a total consideration of $963.0 million. See Note 6, "Investments in Unconsolidated Joint Ventures."
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or
controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities,
but where we are not the primary beneficiary, are accounted for under the equity method. See Note 5, "Debt and Preferred
Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures." All significant intercompany balances and
transactions have been eliminated.
We consolidate a VIE in which we are considered the primary beneficiary. The primary beneficiary is the entity that has
(i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to
absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
A noncontrolling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary
not attributable, directly or indirectly, to us. Noncontrolling interests are required to be presented as a separate component of
equity in the consolidated balance sheet and the presentation of net income is modified to present earnings and other
comprehensive income (loss) attributed to controlling and noncontrolling interests.
We assess the accounting treatment for each joint venture and debt and preferred equity investment. This assessment
includes a review of each joint venture or limited liability company agreement to determine the rights provided to each party
and whether those rights are protective or participating. For all VIEs, we review such agreements in order to determine which
party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where
we and our partner approve, among other things, the annual budget, receive a detailed monthly reporting package, meet on a
quarterly basis to review the results of the joint venture, review and approve the joint venture's tax return before filing, and
approve all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do
not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the
activities that most significantly impact the performance of the joint venture. Our joint venture agreements typically contain
certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital
expenditures and operating expenditures outside of the approved budget or operating plan.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the
development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major
replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated
40
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Table of Contents
useful lives.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an
acquired entity at their respective fair values on the acquisition date. When we acquire our partner's equity interest in an
existing unconsolidated joint venture and gain control over the investment, we record the consolidated investment at fair value.
The difference between the book value of our equity investment on the purchase date and our share of the fair value of the
investment's purchase price is recorded as a purchase price fair value adjustment in our consolidated statements of operations.
See Note 3, "Property Acquisitions."
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to
be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place
leases. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives,
which generally range from 3 years to 40 years. We amortize the amount allocated to the above- and below-market leases over
the remaining term of the associated lease, which generally range from 1 year to 15 years, and record it as either an increase (in
the case of below-market leases) or a decrease (in the case of above-market leases) to rental income. We amortize the amount
allocated to the values associated with in-place leases over the expected term of the associated lease, which generally ranges
from 1 year to 15 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are
being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and
origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is
terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections
that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of
factors including the historical operating results, known trends, and market/economic conditions that may affect the property.
To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, we
amortize such below-market lease value into rental income over the renewal period. As of December 31, 2023, the weighted
average amortization period for above-market leases, below-market leases, and in-place lease costs is 4.7 years, 8.1 years, and
3.1 years, respectively.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or
operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the
lease grants an option to purchase the asset that we are reasonably certain to exercise, the lease term is for a major part of the
remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the
asset. Leases that do not qualify as finance leases are deemed to be operating leases. At lease commencement the Company
records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured
as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the
present value of the lease payments. If the rate implicit in the lease is known, the Company uses that rate. If the rate implicit in
the lease is not known, the Company uses a discount rate reflective of the Company’s collateralized borrowing rate given the
term of the lease. To determine the discount rate, the Company employs a third party specialist to develop an analysis based
primarily on the observable borrowing rates of the Company, other REITs, and other corporate borrowers with long-term
borrowings. On the consolidated statements of operations, operating leases are expensed through operating lease rent while
financing leases are expensed through amortization and interest expense. When applicable, the Company combines the
consideration for lease and non-lease components in the calculation of the value of the lease obligation and right-of-use asset.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize
a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is
substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under
development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs
essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and
related costs and other costs incurred during the period of development. We consider a construction project as substantially
completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major
construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for
occupancy, and capitalize only those costs associated with the portions under construction.
Properties other than Right of use assets - operating leases are depreciated using the straight-line method over the
estimated useful lives of the assets. The estimated useful lives are as follows:
Right of use assets - financing leases
lesser of 40 years or remaining lease term
Term
40 years
shorter of remaining life of the building or useful life
lesser of 40 years or remaining term of the lease
4 to 7 years
shorter of remaining term of the lease or useful life
Category
Building (fee ownership)
Building improvements
Building (leasehold interest)
Furniture and fixtures
Tenant improvements
842.
Right of use assets - operating leases are amortized over the remaining lease term. The amortization is made up of the
principal amortization under the lease liability plus or minus the straight-line adjustment of the operating lease rent under ASC
Depreciation expense (including amortization of right of use assets - financing leases) totaled $221.0 million, $190.1
million, and $187.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
On a periodic basis, we assess whether there are any indications that the value of our real estate consolidated properties
may be impaired or that their carrying value may not be recoverable. A consolidated property's value is considered impaired if
management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the
carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying
amount of the property over the fair value of the property as calculated in accordance with Accounting Standards Codification,
or ASC 820. We also evaluate our real estate consolidated properties for impairment when a property has been classified as held
for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and
depreciation expense is no longer recorded.
In April 2023, the ground rent appraisal proceeding concluded for our wholly-owned leasehold interest at 625 Madison
Avenue. As a result of that proceeding, the ground rent was reset from the previous rent of $4.61 million per annum to a new
rent of $20.25 million per annum, effective as of July 1, 2022. Following a strategic review of the property that addressed a
range of relevant considerations, including the increase in ground rent to an amount substantially above what the Company
believed was appropriate, the Company recorded a $249.5 million charge to write down the carrying value of its investment in
the leasehold interest to zero for the year ended December 31, 2023, which is included in Depreciable real estate reserves and
impairments in the consolidated statement of operations.
For the years ended December 31, 2023 and 2022, we recognized $14.2 million and $5.7 million, respectively, of rental
revenue for the amortization of aggregate below-market leases in excess of above-market leases resulting from the allocation of
the purchase price of the applicable properties. For the year ended December 31, 2021, we recognized a reduction of rental
revenue of ($4.2 million) for the amortization of aggregate above-market leases in excess of below-market leases.
The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and
intangible liabilities (acquired below-market leases) as of December 31, 2023 and 2022 (in thousands):
Identified intangible assets (included in other assets):
Gross amount
Accumulated amortization
Gross amount
Accumulated amortization
Net
Net
Identified intangible liabilities (included in deferred revenue):
December 31, 2023
December 31, 2022
$
$
$
$
189,680 $
(184,902)
4,778 $
205,394 $
(202,089)
3,305 $
403,552
(190,066)
213,486
361,338
(212,191)
149,147
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useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an
acquired entity at their respective fair values on the acquisition date. When we acquire our partner's equity interest in an
existing unconsolidated joint venture and gain control over the investment, we record the consolidated investment at fair value.
The difference between the book value of our equity investment on the purchase date and our share of the fair value of the
investment's purchase price is recorded as a purchase price fair value adjustment in our consolidated statements of operations.
See Note 3, "Property Acquisitions."
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to
be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place
leases. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives,
which generally range from 3 years to 40 years. We amortize the amount allocated to the above- and below-market leases over
the remaining term of the associated lease, which generally range from 1 year to 15 years, and record it as either an increase (in
the case of below-market leases) or a decrease (in the case of above-market leases) to rental income. We amortize the amount
allocated to the values associated with in-place leases over the expected term of the associated lease, which generally ranges
from 1 year to 15 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are
being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and
origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is
terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections
that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of
factors including the historical operating results, known trends, and market/economic conditions that may affect the property.
To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, we
amortize such below-market lease value into rental income over the renewal period. As of December 31, 2023, the weighted
average amortization period for above-market leases, below-market leases, and in-place lease costs is 4.7 years, 8.1 years, and
3.1 years, respectively.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or
operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the
lease grants an option to purchase the asset that we are reasonably certain to exercise, the lease term is for a major part of the
remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the
asset. Leases that do not qualify as finance leases are deemed to be operating leases. At lease commencement the Company
records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured
as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the
present value of the lease payments. If the rate implicit in the lease is known, the Company uses that rate. If the rate implicit in
the lease is not known, the Company uses a discount rate reflective of the Company’s collateralized borrowing rate given the
term of the lease. To determine the discount rate, the Company employs a third party specialist to develop an analysis based
primarily on the observable borrowing rates of the Company, other REITs, and other corporate borrowers with long-term
borrowings. On the consolidated statements of operations, operating leases are expensed through operating lease rent while
financing leases are expensed through amortization and interest expense. When applicable, the Company combines the
consideration for lease and non-lease components in the calculation of the value of the lease obligation and right-of-use asset.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize
a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is
substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under
development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs
essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and
related costs and other costs incurred during the period of development. We consider a construction project as substantially
completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major
construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for
occupancy, and capitalize only those costs associated with the portions under construction.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Properties other than Right of use assets - operating leases are depreciated using the straight-line method over the
estimated useful lives of the assets. The estimated useful lives are as follows:
Category
Building (fee ownership)
Building improvements
Building (leasehold interest)
Term
40 years
shorter of remaining life of the building or useful life
lesser of 40 years or remaining term of the lease
Right of use assets - financing leases
lesser of 40 years or remaining lease term
Furniture and fixtures
Tenant improvements
4 to 7 years
shorter of remaining term of the lease or useful life
Right of use assets - operating leases are amortized over the remaining lease term. The amortization is made up of the
principal amortization under the lease liability plus or minus the straight-line adjustment of the operating lease rent under ASC
842.
Depreciation expense (including amortization of right of use assets - financing leases) totaled $221.0 million, $190.1
million, and $187.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
On a periodic basis, we assess whether there are any indications that the value of our real estate consolidated properties
may be impaired or that their carrying value may not be recoverable. A consolidated property's value is considered impaired if
management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the
carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying
amount of the property over the fair value of the property as calculated in accordance with Accounting Standards Codification,
or ASC 820. We also evaluate our real estate consolidated properties for impairment when a property has been classified as held
for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and
depreciation expense is no longer recorded.
In April 2023, the ground rent appraisal proceeding concluded for our wholly-owned leasehold interest at 625 Madison
Avenue. As a result of that proceeding, the ground rent was reset from the previous rent of $4.61 million per annum to a new
rent of $20.25 million per annum, effective as of July 1, 2022. Following a strategic review of the property that addressed a
range of relevant considerations, including the increase in ground rent to an amount substantially above what the Company
believed was appropriate, the Company recorded a $249.5 million charge to write down the carrying value of its investment in
the leasehold interest to zero for the year ended December 31, 2023, which is included in Depreciable real estate reserves and
impairments in the consolidated statement of operations.
For the years ended December 31, 2023 and 2022, we recognized $14.2 million and $5.7 million, respectively, of rental
revenue for the amortization of aggregate below-market leases in excess of above-market leases resulting from the allocation of
the purchase price of the applicable properties. For the year ended December 31, 2021, we recognized a reduction of rental
revenue of ($4.2 million) for the amortization of aggregate above-market leases in excess of below-market leases.
The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and
intangible liabilities (acquired below-market leases) as of December 31, 2023 and 2022 (in thousands):
Identified intangible assets (included in other assets):
Gross amount
Accumulated amortization
Net
Identified intangible liabilities (included in deferred revenue):
Gross amount
Accumulated amortization
Net
December 31, 2023
December 31, 2022
$
$
$
$
189,680 $
(184,902)
4,778 $
205,394 $
(202,089)
3,305 $
403,552
(190,066)
213,486
361,338
(212,191)
149,147
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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The estimated annual amortization of acquired above-market leases, net of acquired (below-market) leases (a component
We held no equity marketable securities as of December 31, 2023 and 2022 as we sold the one equity marketable security
of rental revenue), for each of the five succeeding years is as follows (in thousands):
2024
2025
2026
2027
2028
$
36
234
205
184
70
The estimated annual amortization of all other identifiable assets (a component of depreciation and amortization expense)
including tenant improvements for each of the five succeeding years is as follows (in thousands):
2024
2025
2026
2027
2028
Cash and Cash Equivalents
$
1,096
728
551
312
158
We consider all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Restricted Cash
Restricted cash primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital
improvement and real estate tax escrows required under certain loan agreements.
Fair Value Measurements
See Note 16, "Fair Value Measurements."
Investment in Marketable Securities
At acquisition, we designate a debt security as held-to-maturity, available-for-sale, or trading. As of December 31, 2023,
we did not have any debt securities designated as held-to-maturity or trading. We account for our available-for-sale securities at
fair value pursuant to ASC 820-10, with the net unrealized gains or losses reported as a component of accumulated other
comprehensive income or loss. The cost of marketable securities sold and the amount reclassified out of accumulated other
comprehensive income into earnings is determined using the specific identification method. Credit losses are recognized in
accordance with ASC 326. We account for our equity marketable securities at fair value pursuant to ASC 820-10, with the net
unrealized gains or losses reported in net income.
As of December 31, 2023 and 2022, we held the following marketable securities (in thousands):
Commercial mortgage-backed securities
Total investment in marketable securities
December 31, 2023
December 31, 2022
$
$
9,591 $
9,591 $
11,240
11,240
seven years.
Deferred Financing Costs
The cost basis of the commercial mortgage-backed securities was $11.5 million as of December 31, 2023 and 2022.
These securities mature at various times through 2030. All securities were in an unrealized loss position as of December 31,
2023 and 2022 with an unrealized loss of $1.9 million and fair market value of $9.6 million as of December 31, 2023, and an
unrealized loss of $0.3 million and a fair market value of $11.2 million as of December 31, 2022. The securities were in a
continuous unrealized loss position for more than 12 months as of December 31, 2023 and less than 12 months as of
December 31, 2022. We do not intend to sell our other securities, and it is more likely than not that we will not be required to
sell the investment before the recovery of their amortized cost basis.
During the year ended December 31, 2023, we did not dispose of any debt marketable securities. During the year ended
December 31, 2022, we received aggregate net proceeds of $7.8 million from the sale of one debt marketable security and
$3.7 million from the repayment of one debt marketable security. During the year ended December 31, 2021, we received
aggregate net proceeds of $4.5 million from the repayment of one debt marketable security.
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that was held as of December 31, 2021 during the year ended December 31, 2022, for which we received aggregate net
proceeds of $4.2 million. We did not dispose of any equity marketable securities during the year ended December 31, 2021. We
recognized $6.5 million of realized losses and $0.6 million of unrealized gains for the years ended December 31, 2022 and
2021, respectively.
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where
we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary.
We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are
considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as
well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us
from consolidating these VIE entities. These investments are recorded initially at cost, as investments in unconsolidated joint
ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net
income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture
and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each
joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our
increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the
extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures
in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future
obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally
finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases, which terminate
upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value
of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments
for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment
in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired at
December 31, 2023.
We may originate loans for real estate acquisition, development and construction ("ADC loans"), where we expect to
receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same
as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of
accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and
preferred equity investments.
Deferred Lease Costs
Deferred lease costs consist of incremental fees and direct costs that would not have been incurred if the lease had not
been obtained and are amortized on a straight-line basis over the related lease term. Certain of our employees provide leasing
services to the wholly-owned properties. For the years ended December 31, 2023, 2022 and 2021, $6.8 million, $6.6 million,
and $6.2 million of their compensation, respectively, was capitalized and is amortized over an estimated average lease term of
Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining
commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the
respective agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid
before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is
determined that the financing will not close. Deferred financing costs related to a recognized debt liability are presented in the
consolidated balance sheet as a direct deduction from the carrying amount of that debt liability.
Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not
classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if
the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the
economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The estimated annual amortization of acquired above-market leases, net of acquired (below-market) leases (a component
of rental revenue), for each of the five succeeding years is as follows (in thousands):
2024
2025
2026
2027
2028
2024
2025
2026
2027
2028
$
36
234
205
184
70
728
551
312
158
$
1,096
The estimated annual amortization of all other identifiable assets (a component of depreciation and amortization expense)
including tenant improvements for each of the five succeeding years is as follows (in thousands):
We consider all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Restricted cash primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital
improvement and real estate tax escrows required under certain loan agreements.
Cash and Cash Equivalents
Restricted Cash
Fair Value Measurements
See Note 16, "Fair Value Measurements."
Investment in Marketable Securities
At acquisition, we designate a debt security as held-to-maturity, available-for-sale, or trading. As of December 31, 2023,
we did not have any debt securities designated as held-to-maturity or trading. We account for our available-for-sale securities at
fair value pursuant to ASC 820-10, with the net unrealized gains or losses reported as a component of accumulated other
comprehensive income or loss. The cost of marketable securities sold and the amount reclassified out of accumulated other
comprehensive income into earnings is determined using the specific identification method. Credit losses are recognized in
accordance with ASC 326. We account for our equity marketable securities at fair value pursuant to ASC 820-10, with the net
unrealized gains or losses reported in net income.
As of December 31, 2023 and 2022, we held the following marketable securities (in thousands):
Commercial mortgage-backed securities
Total investment in marketable securities
December 31, 2023
December 31, 2022
$
$
9,591 $
9,591 $
11,240
11,240
The cost basis of the commercial mortgage-backed securities was $11.5 million as of December 31, 2023 and 2022.
These securities mature at various times through 2030. All securities were in an unrealized loss position as of December 31,
2023 and 2022 with an unrealized loss of $1.9 million and fair market value of $9.6 million as of December 31, 2023, and an
unrealized loss of $0.3 million and a fair market value of $11.2 million as of December 31, 2022. The securities were in a
continuous unrealized loss position for more than 12 months as of December 31, 2023 and less than 12 months as of
December 31, 2022. We do not intend to sell our other securities, and it is more likely than not that we will not be required to
sell the investment before the recovery of their amortized cost basis.
During the year ended December 31, 2023, we did not dispose of any debt marketable securities. During the year ended
December 31, 2022, we received aggregate net proceeds of $7.8 million from the sale of one debt marketable security and
$3.7 million from the repayment of one debt marketable security. During the year ended December 31, 2021, we received
aggregate net proceeds of $4.5 million from the repayment of one debt marketable security.
We held no equity marketable securities as of December 31, 2023 and 2022 as we sold the one equity marketable security
that was held as of December 31, 2021 during the year ended December 31, 2022, for which we received aggregate net
proceeds of $4.2 million. We did not dispose of any equity marketable securities during the year ended December 31, 2021. We
recognized $6.5 million of realized losses and $0.6 million of unrealized gains for the years ended December 31, 2022 and
2021, respectively.
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where
we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary.
We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are
considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as
well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us
from consolidating these VIE entities. These investments are recorded initially at cost, as investments in unconsolidated joint
ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net
income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture
and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each
joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our
increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the
extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures
in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future
obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally
finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases, which terminate
upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value
of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments
for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment
in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired at
December 31, 2023.
We may originate loans for real estate acquisition, development and construction ("ADC loans"), where we expect to
receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same
as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of
accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and
preferred equity investments.
Deferred Lease Costs
Deferred lease costs consist of incremental fees and direct costs that would not have been incurred if the lease had not
been obtained and are amortized on a straight-line basis over the related lease term. Certain of our employees provide leasing
services to the wholly-owned properties. For the years ended December 31, 2023, 2022 and 2021, $6.8 million, $6.6 million,
and $6.2 million of their compensation, respectively, was capitalized and is amortized over an estimated average lease term of
seven years.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining
commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the
respective agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid
before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is
determined that the financing will not close. Deferred financing costs related to a recognized debt liability are presented in the
consolidated balance sheet as a direct deduction from the carrying amount of that debt liability.
Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not
classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if
the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the
economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds
44
45
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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any
value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct
financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and
unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease. Rental revenue
recognition commences when the leased space is available for its intended use by the lessee.
To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we
or the tenant are the owner of tenant improvements for accounting purposes. When management concludes that we are the
owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which
is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not
the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred
investment income.
rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay variable rent which represents their pro rata share of increases
in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional
rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the
wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over
the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base
rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis
(i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or
increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and
freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the
tenant paying additional rent only for services which exceed base building services or for services which are provided outside
normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the
current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the
actual expenses for the current year.
Rental revenue is recognized if collectability is probable. If collectability of substantially all of the lease payments is
assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been
collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability
to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would
have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance
and general security. We have elected to combine the non-lease components with the lease components of our operating lease
agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity
owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments
and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates,
which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's
determination that accrued interest is collectible. If management cannot make this determination, interest income above the
current pay rate is recognized only upon actual receipt.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to
interest income over the terms of the related investments using the effective interest method. Fees received in connection with
loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment
to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield
adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related
investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to
recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the
investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral,
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we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual
cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are
also recognized over the term of the loan as an adjustment to yield.
We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid.
Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90
days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income
recognition is resumed on any debt or preferred equity investment that is on non-accrual status when such debt or preferred
equity investment becomes contractually current and performance is demonstrated to be resumed.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the
criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of
the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or
premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income
on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Revenues from the sale of SUMMIT tickets are recognized upon admission or ticket expirations. Deferred revenue
related to unused and unexpired tickets as of December 31, 2023 and 2022 was $2.6 million and $2.0 million, respectively, and
is included in Deferred revenue on the consolidated balance sheets.
Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC
326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying
value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss
and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts
are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or
acquisition of equity interests in the collateral.
The Company evaluates the amount expected to be collected based on current market and economic conditions, historical
loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data
and external data which may include, among others, governmental economic projections for the New York City Metropolitan
area, public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset
class and adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we
may also use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be
collected for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying
collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment,
which include both asset level and market assumptions over the relevant time period.
In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through
“3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 -
Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or
above are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our
expectations of current conditions, historical loss information and supportable forecasts described above or whether risk
characteristics specific to the loan warrant the use of a probability-weighted model.
Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market
value using available market information obtained through consultation with dealers or other originators of such investments as
well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management
may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its
expected amount to be collected.
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity
investments line are also measured at the net amount expected to be collected.
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any
value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct
financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and
unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease. Rental revenue
recognition commences when the leased space is available for its intended use by the lessee.
To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we
or the tenant are the owner of tenant improvements for accounting purposes. When management concludes that we are the
owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which
is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not
the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred
rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay variable rent which represents their pro rata share of increases
in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional
rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the
wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over
the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base
rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis
(i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or
increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and
freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the
tenant paying additional rent only for services which exceed base building services or for services which are provided outside
normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the
current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the
actual expenses for the current year.
Rental revenue is recognized if collectability is probable. If collectability of substantially all of the lease payments is
assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been
collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability
to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would
have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance
and general security. We have elected to combine the non-lease components with the lease components of our operating lease
agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity
owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments
and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates,
which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's
determination that accrued interest is collectible. If management cannot make this determination, interest income above the
current pay rate is recognized only upon actual receipt.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to
interest income over the terms of the related investments using the effective interest method. Fees received in connection with
loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment
to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield
adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related
investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to
recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the
investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral,
we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual
cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are
also recognized over the term of the loan as an adjustment to yield.
We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid.
Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90
days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income
recognition is resumed on any debt or preferred equity investment that is on non-accrual status when such debt or preferred
equity investment becomes contractually current and performance is demonstrated to be resumed.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the
criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of
the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or
premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income
on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of
investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Revenues from the sale of SUMMIT tickets are recognized upon admission or ticket expirations. Deferred revenue
related to unused and unexpired tickets as of December 31, 2023 and 2022 was $2.6 million and $2.0 million, respectively, and
is included in Deferred revenue on the consolidated balance sheets.
Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC
326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying
value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss
and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts
are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or
acquisition of equity interests in the collateral.
The Company evaluates the amount expected to be collected based on current market and economic conditions, historical
loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data
and external data which may include, among others, governmental economic projections for the New York City Metropolitan
area, public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset
class and adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we
may also use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be
collected for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying
collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment,
which include both asset level and market assumptions over the relevant time period.
In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through
“3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 -
Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or
above are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our
expectations of current conditions, historical loss information and supportable forecasts described above or whether risk
characteristics specific to the loan warrant the use of a probability-weighted model.
Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market
value using available market information obtained through consultation with dealers or other originators of such investments as
well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management
may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its
expected amount to be collected.
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity
investments line are also measured at the net amount expected to be collected.
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables
are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Accrued interest
receivables that are written off are recognized as an expense in loan loss and other investment reserves.
Rent Expense
Rent expense is recognized on a straight-line basis over the initial term of the lease. The excess of the rent expense
recognized over the amounts contractually due pursuant to the underlying lease is included in the lease liability - operating
leases on the consolidated balance sheets.
Underwriting Commissions and Costs
Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of
additional paid-in-capital.
Transaction Costs
Transaction costs for real estate asset acquisitions are capitalized to the investment basis, which is then subject to a
purchase price allocation based on relative fair value. Transaction costs for business combinations or costs incurred on potential
transactions that are not consummated are expensed as incurred.
Income Taxes
SL Green is taxed as a REIT under Section 856(c) of the Code. As a REIT, SL Green generally is not subject to Federal
income tax. To maintain its qualification as a REIT, SL Green must distribute at least 90% of its REIT taxable income to its
stockholders and meet certain other requirements. If SL Green fails to qualify as a REIT in any taxable year, SL Green will be
subject to Federal income tax on its taxable income at regular corporate rates. SL Green may also be subject to certain state,
local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable
income.
The Operating Partnership is a partnership and, as a result, all income and losses of the partnership are allocated to the
partners for inclusion in their respective income tax returns. The only provision for income taxes included in the consolidated
statements of operations relates to the Operating Partnership’s consolidated taxable REIT subsidiaries. The Operating
Partnership may also be subject to certain state, local and franchise taxes.
We have elected, and may elect in the future, to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or
TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold
directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in
Federal, state and local corporate tax liability for these entities. SUMMIT is held in a TRS and pays Federal, state and local
taxes. During the years ended December 31, 2023, 2022 and 2021, we recorded Federal, state and local tax expense for
SUMMIT of $9.2 million, $2.6 million, and $1.0 million, respectively.
During the years ended December 31, 2023, 2022 and 2021, we recorded Federal, state and local tax provisions of $8.2
million, $3.7 million, and $2.8 million, respectively. For the year ended December 31, 2023, the Company paid distributions on
its common stock of $3.25 per share which represented $0.00 per share of ordinary income and $3.25 per share of capital gains.
For the year ended December 31, 2022, the Company paid distributions on its common stock of $6.17 per share which
represented $2.56 per share of ordinary income, and $1.17 per share of capital gains. For the year ended December 31, 2021,
the Company paid distributions on its common stock of $8.09 per share which represented $0.50 per share of ordinary income
and $5.92 per share of capital gains.
We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise
concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination.
Measurement (step two) determines the amount of benefit that is more-likely-than-not to be realized upon settlement.
Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a
tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a
substitute for derecognition of tax positions is prohibited.
Stock Based Employee Compensation Plans
We have a stock-based employee compensation plan, described more fully in Note 14, "Share-based Compensation."
For share-based awards with a performance or market measure, we recognize compensation cost over the requisite
service period, using the accelerated attribution expense method. The requisite service period begins on the date the
compensation committee of our Board of Directors authorizes the award, adopts any relevant performance measures and
communicates the award to the employees. For programs with awards that vest based on the achievement of a performance
condition or market condition, we determine whether it is probable that the performance condition will be met, and estimate
compensation cost based on the fair value of the award at the applicable award date estimated using a binomial model or market
quotes. For share-based awards for which there is no pre-established performance measure, we recognize compensation cost
over the service vesting period, which represents the requisite service period, on a straight-line basis. In accordance with the
provisions of our share-based incentive compensation plans, we accept the return of shares of the Company's common stock, at
the current quoted market price, from certain key employees to satisfy minimum statutory tax-withholding requirements related
to shares that vested during the period.
Awards can also be made in the form of a separate series of units of limited partnership interest in the Operating
Partnership called long-term incentive plan units, or LTIP units. LTIP units, which can be granted either as free-standing
awards or in tandem with other awards under our stock incentive plan, are valued by reference to the value of the Company's
common stock at the time of grant and are subject to such conditions and restrictions as the compensation committee of the
Company's board of directors may determine, including continued employment or service, computation of financial metrics
and/or achievement of pre-established performance goals and objectives.
The Company's stock options are recorded at fair value at the time of issuance. Fair value of the stock options is
determined using the Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models
require the input of highly subjective assumptions including the expected stock price volatility. Because our plan has
characteristics significantly different from those of traded options and because changes in the subjective input assumptions can
materially affect the fair value estimate, in our opinion, the existing models do not necessarily provide a reliable single measure
of the fair value of the employee stock options.
Compensation cost for stock options, if any, is recognized over the vesting period of the award. Our policy is to grant
options with an exercise price equal to the quoted closing market price of the Company's common stock on either the grant date
or the date immediately preceding the grant date. Awards of stock or restricted stock are expensed as compensation over the
benefit period based on the fair value of the stock on the grant date.
Derivative Instruments
In the normal course of business, we use a variety of commonly used derivative instruments, including, but not limited to,
interest rate swaps, caps, collars and floors, to manage interest rate risk. Effectiveness is essential for those derivatives that we
intend to qualify for hedge accounting. Some derivative instruments are associated with an anticipated transaction. In those
cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet
these hedging criteria are formally designated as hedges at the inception of the derivative contract.
To determine the fair values of derivative instruments, we use a variety of methods and assumptions that are based on
market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most
derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash
flow analysis, option pricing models, replacement cost, and termination cost are used to determine fair value. All methods of
assessing fair value result in a general approximation of value, and such value may never actually be realized.
In the normal course of business, we are exposed to the effect of interest rate changes and limit these risks by following
established risk management policies and procedures including the use of derivatives. To address exposure to interest rates,
derivatives are used primarily to fix the rate on debt based on floating-rate indices and manage the cost of borrowing
obligations.
We use a variety of conventional derivative products. These derivatives include, but are not limited to, interest rate
swaps, caps, collars and floors. We expressly prohibit the use of unconventional derivative instruments and using derivative
instruments for trading or speculative purposes. Further, we have a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors.
We may employ swaps, forwards or purchased options to hedge qualifying forecasted transactions. Gains and losses
related to these transactions are deferred and recognized in net income as interest expense in the same period or periods that the
underlying transaction occurs, expires or is otherwise terminated.
Hedges that are reported at fair value and presented on the balance sheet could be characterized as cash flow hedges or
fair value hedges. Interest rate caps and collars are examples of cash flow hedges. Cash flow hedges address the risk associated
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Rent Expense
leases on the consolidated balance sheets.
Underwriting Commissions and Costs
additional paid-in-capital.
Transaction Costs
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables
are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Accrued interest
receivables that are written off are recognized as an expense in loan loss and other investment reserves.
Rent expense is recognized on a straight-line basis over the initial term of the lease. The excess of the rent expense
recognized over the amounts contractually due pursuant to the underlying lease is included in the lease liability - operating
Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of
Transaction costs for real estate asset acquisitions are capitalized to the investment basis, which is then subject to a
purchase price allocation based on relative fair value. Transaction costs for business combinations or costs incurred on potential
transactions that are not consummated are expensed as incurred.
Income Taxes
income.
SL Green is taxed as a REIT under Section 856(c) of the Code. As a REIT, SL Green generally is not subject to Federal
income tax. To maintain its qualification as a REIT, SL Green must distribute at least 90% of its REIT taxable income to its
stockholders and meet certain other requirements. If SL Green fails to qualify as a REIT in any taxable year, SL Green will be
subject to Federal income tax on its taxable income at regular corporate rates. SL Green may also be subject to certain state,
local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable
The Operating Partnership is a partnership and, as a result, all income and losses of the partnership are allocated to the
partners for inclusion in their respective income tax returns. The only provision for income taxes included in the consolidated
statements of operations relates to the Operating Partnership’s consolidated taxable REIT subsidiaries. The Operating
Partnership may also be subject to certain state, local and franchise taxes.
We have elected, and may elect in the future, to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or
TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold
directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in
Federal, state and local corporate tax liability for these entities. SUMMIT is held in a TRS and pays Federal, state and local
taxes. During the years ended December 31, 2023, 2022 and 2021, we recorded Federal, state and local tax expense for
SUMMIT of $9.2 million, $2.6 million, and $1.0 million, respectively.
During the years ended December 31, 2023, 2022 and 2021, we recorded Federal, state and local tax provisions of $8.2
million, $3.7 million, and $2.8 million, respectively. For the year ended December 31, 2023, the Company paid distributions on
its common stock of $3.25 per share which represented $0.00 per share of ordinary income and $3.25 per share of capital gains.
For the year ended December 31, 2022, the Company paid distributions on its common stock of $6.17 per share which
represented $2.56 per share of ordinary income, and $1.17 per share of capital gains. For the year ended December 31, 2021,
the Company paid distributions on its common stock of $8.09 per share which represented $0.50 per share of ordinary income
and $5.92 per share of capital gains.
We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise
concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination.
Measurement (step two) determines the amount of benefit that is more-likely-than-not to be realized upon settlement.
Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a
tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a
substitute for derecognition of tax positions is prohibited.
Stock Based Employee Compensation Plans
We have a stock-based employee compensation plan, described more fully in Note 14, "Share-based Compensation."
For share-based awards with a performance or market measure, we recognize compensation cost over the requisite
service period, using the accelerated attribution expense method. The requisite service period begins on the date the
compensation committee of our Board of Directors authorizes the award, adopts any relevant performance measures and
communicates the award to the employees. For programs with awards that vest based on the achievement of a performance
condition or market condition, we determine whether it is probable that the performance condition will be met, and estimate
compensation cost based on the fair value of the award at the applicable award date estimated using a binomial model or market
quotes. For share-based awards for which there is no pre-established performance measure, we recognize compensation cost
over the service vesting period, which represents the requisite service period, on a straight-line basis. In accordance with the
provisions of our share-based incentive compensation plans, we accept the return of shares of the Company's common stock, at
the current quoted market price, from certain key employees to satisfy minimum statutory tax-withholding requirements related
to shares that vested during the period.
Awards can also be made in the form of a separate series of units of limited partnership interest in the Operating
Partnership called long-term incentive plan units, or LTIP units. LTIP units, which can be granted either as free-standing
awards or in tandem with other awards under our stock incentive plan, are valued by reference to the value of the Company's
common stock at the time of grant and are subject to such conditions and restrictions as the compensation committee of the
Company's board of directors may determine, including continued employment or service, computation of financial metrics
and/or achievement of pre-established performance goals and objectives.
The Company's stock options are recorded at fair value at the time of issuance. Fair value of the stock options is
determined using the Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models
require the input of highly subjective assumptions including the expected stock price volatility. Because our plan has
characteristics significantly different from those of traded options and because changes in the subjective input assumptions can
materially affect the fair value estimate, in our opinion, the existing models do not necessarily provide a reliable single measure
of the fair value of the employee stock options.
Compensation cost for stock options, if any, is recognized over the vesting period of the award. Our policy is to grant
options with an exercise price equal to the quoted closing market price of the Company's common stock on either the grant date
or the date immediately preceding the grant date. Awards of stock or restricted stock are expensed as compensation over the
benefit period based on the fair value of the stock on the grant date.
Derivative Instruments
In the normal course of business, we use a variety of commonly used derivative instruments, including, but not limited to,
interest rate swaps, caps, collars and floors, to manage interest rate risk. Effectiveness is essential for those derivatives that we
intend to qualify for hedge accounting. Some derivative instruments are associated with an anticipated transaction. In those
cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet
these hedging criteria are formally designated as hedges at the inception of the derivative contract.
To determine the fair values of derivative instruments, we use a variety of methods and assumptions that are based on
market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most
derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash
flow analysis, option pricing models, replacement cost, and termination cost are used to determine fair value. All methods of
assessing fair value result in a general approximation of value, and such value may never actually be realized.
In the normal course of business, we are exposed to the effect of interest rate changes and limit these risks by following
established risk management policies and procedures including the use of derivatives. To address exposure to interest rates,
derivatives are used primarily to fix the rate on debt based on floating-rate indices and manage the cost of borrowing
obligations.
We use a variety of conventional derivative products. These derivatives include, but are not limited to, interest rate
swaps, caps, collars and floors. We expressly prohibit the use of unconventional derivative instruments and using derivative
instruments for trading or speculative purposes. Further, we have a policy of only entering into contracts with major financial
institutions based upon their credit ratings and other factors.
We may employ swaps, forwards or purchased options to hedge qualifying forecasted transactions. Gains and losses
related to these transactions are deferred and recognized in net income as interest expense in the same period or periods that the
underlying transaction occurs, expires or is otherwise terminated.
Hedges that are reported at fair value and presented on the balance sheet could be characterized as cash flow hedges or
fair value hedges. Interest rate caps and collars are examples of cash flow hedges. Cash flow hedges address the risk associated
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
with future cash flows of interest payments. For all hedges held by us that meet the hedging objectives established by our
corporate policy governing interest rate risk management, no net gains or losses were reported in earnings. The changes in fair
value of derivative instruments designated as hedge instruments are reflected in accumulated other comprehensive income. For
derivative instruments not designated as hedging instruments, the gain or loss, resulting from the change in the estimated fair
value of the derivative instruments, is recognized in current earnings during the period of change.
Earnings per Share of the Company
The Company presents both basic and diluted earnings per share ("EPS") using the two-class method, which is an
earnings allocation formula that determines EPS for common stock and any participating securities according to dividends
declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to
common stockholders by the weighted-average number of common stock shares outstanding for the period. Basic EPS includes
participating securities, consisting of unvested restricted stock that receive nonforfeitable dividends similar to shares of
common stock. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount.
Diluted EPS also includes units of limited partnership interest. The dilutive effect of stock options is reflected in the weighted
average diluted outstanding shares calculation by application of the treasury stock method.
Earnings per Unit of the Operating Partnership
Certain prior year balances have been reclassified to conform to our current year presentation.
The Operating Partnership presents both basic and diluted earnings per unit ("EPU") using the two-class method, which is
an earnings allocation formula that determines EPU for common units and any participating securities according to dividends
declared (whether paid or unpaid). Under the two-class method, basic EPU is computed by dividing the income available to
common unitholders by the weighted-average number of common units outstanding for the period. Basic EPU includes
participating securities, consisting of unvested restricted units that receive nonforfeitable dividends similar to shares of common
units. Diluted EPU reflects the potential dilution that could occur if securities or other contracts to issue common units were
exercised or converted into common units, where such exercise or conversion would result in a lower EPU amount. The dilutive
effect of unit options is reflected in the weighted average diluted outstanding units calculation by application of the treasury
stock method.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments,
debt and preferred equity investments and accounts receivable. We place our cash investments with high quality financial
institutions. The collateral securing our debt and preferred equity investments is located in New York City. See Note 5, "Debt
and Preferred Equity Investments."
We perform initial and ongoing evaluations of the credit quality of our tenants and require most tenants to provide
security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value
of a tenant's lease obligation, they are a measure of good faith and a potential source of funds to offset the economic costs
associated with lost revenue from that tenant and the costs associated with re-tenanting a space. The properties in our real estate
portfolio are located in the New York metropolitan area, principally in Manhattan. Our tenants operate in various industries.
Other than one tenant, Paramount Global (formerly ViacomCBS Inc.), which accounted for 5.9% of our share of annualized
cash rent as of December 31, 2023, no other tenant in our portfolio accounted for more than 5.0% of our share of annualized
cash rent, including our share of joint venture annualized cash rent, as of December 31, 2023.
For the years ended December 31, 2023, 2022, and 2021, the following properties contributed more than 5.0% of our
annualized cash rent from office properties, including our share of annualized cash rent from joint venture office properties:
Property
2023
Property
2022
Property
One Vanderbilt Avenue
16.0% One Vanderbilt Avenue
14.1% 11 Madison Avenue
11 Madison Avenue
420 Lexington Avenue
1515 Broadway
8.3% 245 Park Avenue
10.0% 420 Lexington Avenue
6.7% 11 Madison Avenue
7.8% 1515 Broadway
6.4% 420 Lexington Avenue
6.3% 1185 Avenue of the Americas
1185 Avenue of the Americas
5.6% 1515 Broadway
5.8% 280 Park Avenue
280 Park Avenue
245 Park Avenue
5.5% 1185 Avenue of the Americas
5.1% 919 Third Avenue
5.5% 280 Park Avenue
5.1% 485 Lexington Avenue
555 West 57th Street
2021
10.8%
8.3%
8.1%
8.0%
6.7%
5.3%
5.3%
5.2%
As of December 31, 2023, 57.6% of our work force is covered by five collective bargaining agreements, and 1.3% of our
work force is covered by collective bargaining agreements that expire before December 31, 2024. See Note 19, "Benefits
Plans."
Reclassification
As of December 31, 2023, the SUMMIT meets the criteria of a reportable operating segment pursuant to the guidance in
ASC 280. Accordingly, we reclassified SUMMIT Operator revenue, SUMMIT Operator expenses, and SUMMIT Operator tax
expense to separate financial statement line items in our consolidated statements of operations. These items were previously
presented on a net basis in Other income. Additionally, the depreciation and amortization of SUMMIT assets are included in
Depreciation and amortization in our consolidated statements of operations. Prior period balances have been reclassified to
conform to the current period presentation.
Accounting Standards Updates
In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740) - Improvements to Income Tax
Disclosures. The objective of the amendments in ASU 2023-09 related to the rate reconciliation and income taxes paid
disclosures are to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation
of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. The amendment will require that
public entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for
reconciling items that meet a quantitative threshold. Additionally, the amendment will require that all entities disclose on an
annual basis the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes as well as
disaggregated by individual jurisdictions that meet a quantitative threshold. ASU 2023-09 is effective prospectively for annual
periods beginning after December 15, 2024. Early adoption and retrospective application is permitted. We are currently
evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements, but do not believe the adoption
of this standard will have a material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280) - Improvements to Reportable
Segment Disclosures. ASU 2023-07 amends the reportable segment disclosure requirements to enhance disclosures about
significant segment expenses. The objective of the amendment is to improve financial reporting by requiring disclosure of
incremental segment information on an annual and interim basis for all public entities to enable investors to develop more
decision-useful financial analyses. The amendment will require that a public entity disclose, on an annual and interim basis,
significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within
each reported measure of segment profit or loss (collectively referred to as the "significant expense principle"). Additionally,
the amendment will require an entity to disclose an amount for "other segment items" by reportable segment and a description
of its composition as well as require annual disclosures about a reportable segment's profit or loss and assets currently required
by Topic 280 in interim periods. Lastly, the amendment will require a public entity to disclose the title and position of the
CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment
performance and deciding to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied
retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption
of ASU 2023-07 on our consolidated financial statements, but do not believe the adoption of this standard will have a material
impact on our consolidated financial statements.
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with future cash flows of interest payments. For all hedges held by us that meet the hedging objectives established by our
corporate policy governing interest rate risk management, no net gains or losses were reported in earnings. The changes in fair
value of derivative instruments designated as hedge instruments are reflected in accumulated other comprehensive income. For
derivative instruments not designated as hedging instruments, the gain or loss, resulting from the change in the estimated fair
value of the derivative instruments, is recognized in current earnings during the period of change.
Earnings per Share of the Company
The Company presents both basic and diluted earnings per share ("EPS") using the two-class method, which is an
earnings allocation formula that determines EPS for common stock and any participating securities according to dividends
declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to
common stockholders by the weighted-average number of common stock shares outstanding for the period. Basic EPS includes
participating securities, consisting of unvested restricted stock that receive nonforfeitable dividends similar to shares of
common stock. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount.
Diluted EPS also includes units of limited partnership interest. The dilutive effect of stock options is reflected in the weighted
average diluted outstanding shares calculation by application of the treasury stock method.
The Operating Partnership presents both basic and diluted earnings per unit ("EPU") using the two-class method, which is
an earnings allocation formula that determines EPU for common units and any participating securities according to dividends
declared (whether paid or unpaid). Under the two-class method, basic EPU is computed by dividing the income available to
common unitholders by the weighted-average number of common units outstanding for the period. Basic EPU includes
participating securities, consisting of unvested restricted units that receive nonforfeitable dividends similar to shares of common
units. Diluted EPU reflects the potential dilution that could occur if securities or other contracts to issue common units were
exercised or converted into common units, where such exercise or conversion would result in a lower EPU amount. The dilutive
effect of unit options is reflected in the weighted average diluted outstanding units calculation by application of the treasury
stock method.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments,
debt and preferred equity investments and accounts receivable. We place our cash investments with high quality financial
institutions. The collateral securing our debt and preferred equity investments is located in New York City. See Note 5, "Debt
and Preferred Equity Investments."
We perform initial and ongoing evaluations of the credit quality of our tenants and require most tenants to provide
security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value
of a tenant's lease obligation, they are a measure of good faith and a potential source of funds to offset the economic costs
associated with lost revenue from that tenant and the costs associated with re-tenanting a space. The properties in our real estate
portfolio are located in the New York metropolitan area, principally in Manhattan. Our tenants operate in various industries.
Other than one tenant, Paramount Global (formerly ViacomCBS Inc.), which accounted for 5.9% of our share of annualized
cash rent as of December 31, 2023, no other tenant in our portfolio accounted for more than 5.0% of our share of annualized
cash rent, including our share of joint venture annualized cash rent, as of December 31, 2023.
For the years ended December 31, 2023, 2022, and 2021, the following properties contributed more than 5.0% of our
annualized cash rent from office properties, including our share of annualized cash rent from joint venture office properties:
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Property
2023
Property
2022
Property
One Vanderbilt Avenue
16.0% One Vanderbilt Avenue
14.1% 11 Madison Avenue
11 Madison Avenue
420 Lexington Avenue
1515 Broadway
8.3% 245 Park Avenue
10.0% 420 Lexington Avenue
6.7% 11 Madison Avenue
7.8% 1515 Broadway
6.4% 420 Lexington Avenue
6.3% 1185 Avenue of the Americas
1185 Avenue of the Americas
5.6% 1515 Broadway
5.8% 280 Park Avenue
280 Park Avenue
245 Park Avenue
5.5% 1185 Avenue of the Americas
5.1% 919 Third Avenue
5.5% 280 Park Avenue
5.1% 485 Lexington Avenue
555 West 57th Street
2021
10.8%
8.3%
8.1%
8.0%
6.7%
5.3%
5.3%
5.2%
As of December 31, 2023, 57.6% of our work force is covered by five collective bargaining agreements, and 1.3% of our
work force is covered by collective bargaining agreements that expire before December 31, 2024. See Note 19, "Benefits
Plans."
Reclassification
Earnings per Unit of the Operating Partnership
Certain prior year balances have been reclassified to conform to our current year presentation.
As of December 31, 2023, the SUMMIT meets the criteria of a reportable operating segment pursuant to the guidance in
ASC 280. Accordingly, we reclassified SUMMIT Operator revenue, SUMMIT Operator expenses, and SUMMIT Operator tax
expense to separate financial statement line items in our consolidated statements of operations. These items were previously
presented on a net basis in Other income. Additionally, the depreciation and amortization of SUMMIT assets are included in
Depreciation and amortization in our consolidated statements of operations. Prior period balances have been reclassified to
conform to the current period presentation.
Accounting Standards Updates
In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740) - Improvements to Income Tax
Disclosures. The objective of the amendments in ASU 2023-09 related to the rate reconciliation and income taxes paid
disclosures are to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation
of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. The amendment will require that
public entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for
reconciling items that meet a quantitative threshold. Additionally, the amendment will require that all entities disclose on an
annual basis the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes as well as
disaggregated by individual jurisdictions that meet a quantitative threshold. ASU 2023-09 is effective prospectively for annual
periods beginning after December 15, 2024. Early adoption and retrospective application is permitted. We are currently
evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements, but do not believe the adoption
of this standard will have a material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280) - Improvements to Reportable
Segment Disclosures. ASU 2023-07 amends the reportable segment disclosure requirements to enhance disclosures about
significant segment expenses. The objective of the amendment is to improve financial reporting by requiring disclosure of
incremental segment information on an annual and interim basis for all public entities to enable investors to develop more
decision-useful financial analyses. The amendment will require that a public entity disclose, on an annual and interim basis,
significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within
each reported measure of segment profit or loss (collectively referred to as the "significant expense principle"). Additionally,
the amendment will require an entity to disclose an amount for "other segment items" by reportable segment and a description
of its composition as well as require annual disclosures about a reportable segment's profit or loss and assets currently required
by Topic 280 in interim periods. Lastly, the amendment will require a public entity to disclose the title and position of the
CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment
performance and deciding to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied
retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption
of ASU 2023-07 on our consolidated financial statements, but do not believe the adoption of this standard will have a material
impact on our consolidated financial statements.
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Table of Contents
2022 Acquisitions
Property
245 Park Avenue (1)
2021 Acquisitions
Property
885 Third Avenue (1)
461 Fifth Avenue (2)
1591-1597 Broadway
690 Madison Avenue (3)
The following table summarizes the properties acquired during the year ended December 31, 2022:
Acquisition Date
Property Type
September 2022
Fee Interest
1,782,793
$
1,960.0
Approximate
Square Feet
Gross Asset
Valuation
(in millions)
(1)
On October 31, 2021, HNA, through an affiliated entity, filed for Chapter 11 bankruptcy protection on account of its investment in 245 Park Avenue,
together with another asset in Chicago. On July 8, 2022, certain of the debtors and affiliates of SL Green entered into a Plan Sponsorship and Investment
Agreement (the "Plan"). Since the debtors did not receive any qualifying bids for the property and the Plan was confirmed, SL Green acquired full
ownership and control of the property in September 2022, at which time our outstanding preferred equity and accrued interest balance were credited to
our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. See Note 16, "Fair Value Measurements."
The following table summarizes the properties acquired during the year ended December 31, 2021:
Acquisition Date
Property Type
January 2021
June 2021
September 2021
September 2021
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Approximate
Square Feet
Gross Asset
Valuation
(in millions)
625,000
$
200,000
7,684
7,848
387.9
28.0
121.0
72.2
(1)
In January 2021, pursuant to the partnership documents of our 885 Third Avenue investment, certain participating rights of the common member
expired. As a result, it was determined that this investment is a VIE in which we are the primary beneficiary, and the investment was consolidated in our
financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value. Prior to January 2021, the
investment was accounted for under the equity method. See Note 6, "Investments in Unconsolidated Joint Ventures."
In April 2021, the Company exercised its option to acquire the fee interest in the property from the ground lessor and the Company acquired the fee
interest in June 2021. The Company held the leasehold interest in the property prior to exercising its option.
In September 2021, the Company was the successful bidder for the fee interest in 690 Madison Avenue at the foreclosure of the asset. The property
previously served as collateral for a debt and preferred equity investment. We recorded the assets acquired and liabilities assumed at fair value.
(2)
(3)
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
In August 2023, the FASB issued ASU No. 2023-05 Business Combinations - Joint Venture Formations (Subtopic
805-60) Recognition and Initial Measurement. ASU 2023-05 addresses the accounting for contributions made to a joint venture,
upon formation, in a joint venture's separate financial statements. The objectives of the amendments are to provide decision-
useful information to investors and other allocators of capital in a joint venture's financial statements and reduce diversity in
practice. The amendments require that a joint venture apply the following key adaptations from the business combinations
guidance upon formation: (i) a joint venture is the formation of a new entity without an accounting acquirer, (ii) a joint venture
measures its identifiable net assets and goodwill, if any, at the formation date, (iii) initial measurement of a joint venture's total
net assets is equal to the fair value of 100 percent of the joint venture's equity, and (iv) a joint venture provides relevant
disclosures. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1,
2025, with early adoption permitted in any interim or annual period in which financial statements have not yet been issued,
either prospectively or retrospectively. We are currently evaluating the impact of the adoption of ASU 2023-05 on our
consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our
consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt
Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the troubled debt restructuring recognition and measurement
guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an
existing loan. The amendments enhance existing disclosure requirements and introduce new requirements related to certain
modifications of receivables made to borrowers experiencing financial difficulties. Additionally, ASU 2022-02 requires an
entity to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases
within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for
entities in accordance with Subtopic 326-20, which requires that an entity disclose the amortized cost basis of financing
receivables by credit-quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for
reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption
permitted. The Company adopted this guidance on January 1, 2023 and it did not have a material impact on the Company's
consolidated financial statements.
In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842) Lessors - Certain Leases with Variable Lease
Payments. ASU 2021-05 amends the lease classification requirements for lessors when classifying and accounting for a lease
with variable lease payments that do not depend on a reference rate index or a rate. The update provides criteria, that if met, the
lease would be classified and accounted for as an operating lease. ASU 2021-05 is effective for reporting periods beginning
after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it did not have a material impact on the
Company's consolidated financial statements.
In August 2020, the FASB issued Accounting Standard Update, or "ASU," No. 2020-06 Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU
2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible
debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06 is effective for reporting periods beginning after December 15, 2021. The Company adopted this guidance on January
1, 2022 and it did not have a material impact on the Company's consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of
Reference Rate Reform on Financial Reporting and then in January 2021, the FASB issued ASU No. 2021-01. The
amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and
other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2024, which was extended
from the original sunset date of December 31, 2022 when the FASB issued ASU No. 2022-06 in December 2022. The guidance
may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to
apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed
cash flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past
presentation. The impact of this guidance did not have a material impact on the Company's consolidated financial statements.
3. Property Acquisitions
2023 Acquisitions
During the year ended December 31, 2023, we did not acquire any properties from a third party.
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
In August 2023, the FASB issued ASU No. 2023-05 Business Combinations - Joint Venture Formations (Subtopic
2022 Acquisitions
The following table summarizes the properties acquired during the year ended December 31, 2022:
Property
245 Park Avenue (1)
Acquisition Date
September 2022
Property Type
Fee Interest
Approximate
Square Feet
Gross Asset
Valuation
(in millions)
1,782,793
$
1,960.0
(1)
On October 31, 2021, HNA, through an affiliated entity, filed for Chapter 11 bankruptcy protection on account of its investment in 245 Park Avenue,
together with another asset in Chicago. On July 8, 2022, certain of the debtors and affiliates of SL Green entered into a Plan Sponsorship and Investment
Agreement (the "Plan"). Since the debtors did not receive any qualifying bids for the property and the Plan was confirmed, SL Green acquired full
ownership and control of the property in September 2022, at which time our outstanding preferred equity and accrued interest balance were credited to
our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. See Note 16, "Fair Value Measurements."
2021 Acquisitions
The following table summarizes the properties acquired during the year ended December 31, 2021:
Property
885 Third Avenue (1)
461 Fifth Avenue (2)
1591-1597 Broadway
690 Madison Avenue (3)
Acquisition Date
January 2021
Property Type
Fee Interest
June 2021
September 2021
September 2021
Fee Interest
Fee Interest
Fee Interest
Approximate
Square Feet
Gross Asset
Valuation
(in millions)
625,000
$
200,000
7,684
7,848
387.9
28.0
121.0
72.2
(1)
(2)
(3)
In January 2021, pursuant to the partnership documents of our 885 Third Avenue investment, certain participating rights of the common member
expired. As a result, it was determined that this investment is a VIE in which we are the primary beneficiary, and the investment was consolidated in our
financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value. Prior to January 2021, the
investment was accounted for under the equity method. See Note 6, "Investments in Unconsolidated Joint Ventures."
In April 2021, the Company exercised its option to acquire the fee interest in the property from the ground lessor and the Company acquired the fee
interest in June 2021. The Company held the leasehold interest in the property prior to exercising its option.
In September 2021, the Company was the successful bidder for the fee interest in 690 Madison Avenue at the foreclosure of the asset. The property
previously served as collateral for a debt and preferred equity investment. We recorded the assets acquired and liabilities assumed at fair value.
805-60) Recognition and Initial Measurement. ASU 2023-05 addresses the accounting for contributions made to a joint venture,
upon formation, in a joint venture's separate financial statements. The objectives of the amendments are to provide decision-
useful information to investors and other allocators of capital in a joint venture's financial statements and reduce diversity in
practice. The amendments require that a joint venture apply the following key adaptations from the business combinations
guidance upon formation: (i) a joint venture is the formation of a new entity without an accounting acquirer, (ii) a joint venture
measures its identifiable net assets and goodwill, if any, at the formation date, (iii) initial measurement of a joint venture's total
net assets is equal to the fair value of 100 percent of the joint venture's equity, and (iv) a joint venture provides relevant
disclosures. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1,
2025, with early adoption permitted in any interim or annual period in which financial statements have not yet been issued,
either prospectively or retrospectively. We are currently evaluating the impact of the adoption of ASU 2023-05 on our
consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our
consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt
Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the troubled debt restructuring recognition and measurement
guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an
existing loan. The amendments enhance existing disclosure requirements and introduce new requirements related to certain
modifications of receivables made to borrowers experiencing financial difficulties. Additionally, ASU 2022-02 requires an
entity to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases
within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for
entities in accordance with Subtopic 326-20, which requires that an entity disclose the amortized cost basis of financing
receivables by credit-quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for
reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption
permitted. The Company adopted this guidance on January 1, 2023 and it did not have a material impact on the Company's
consolidated financial statements.
In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842) Lessors - Certain Leases with Variable Lease
Payments. ASU 2021-05 amends the lease classification requirements for lessors when classifying and accounting for a lease
with variable lease payments that do not depend on a reference rate index or a rate. The update provides criteria, that if met, the
lease would be classified and accounted for as an operating lease. ASU 2021-05 is effective for reporting periods beginning
after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it did not have a material impact on the
Company's consolidated financial statements.
In August 2020, the FASB issued Accounting Standard Update, or "ASU," No. 2020-06 Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU
2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible
debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06 is effective for reporting periods beginning after December 15, 2021. The Company adopted this guidance on January
1, 2022 and it did not have a material impact on the Company's consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of
Reference Rate Reform on Financial Reporting and then in January 2021, the FASB issued ASU No. 2021-01. The
amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and
other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2024, which was extended
from the original sunset date of December 31, 2022 when the FASB issued ASU No. 2022-06 in December 2022. The guidance
may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to
apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed
cash flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past
presentation. The impact of this guidance did not have a material impact on the Company's consolidated financial statements.
3. Property Acquisitions
2023 Acquisitions
During the year ended December 31, 2023, we did not acquire any properties from a third party.
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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
4. Properties Held for Sale and Property Dispositions
Properties Held for Sale
As of December 31, 2023 and 2022, no properties were classified as held for sale.
Property Dispositions
The following table summarizes the properties sold during the years ended December 31, 2023, 2022, and 2021:
Disposition
Date
Property Type
Unaudited
Approximate
Usable Square
Feet
Sales Price (1)
(in millions)
(Loss) Gain on
Sale (2)
(in millions)
June 2023
Fee Interest
1,782,793 $
1,995.0 $
Property
245 Park Avenue (3)
885 Third Avenue - Office
Condominium Units (4)
609 Fifth Avenue
1591-1597 Broadway
December 2022
June 2022
May 2022
Fee / Leasehold
Interest
Fee Interest
Fee Interest
1080 Amsterdam Avenue
April 2022
Leasehold Interest
707 Eleventh Avenue
110 East 42nd Street
590 Fifth Avenue
220 East 42nd Street (5)
635-641 Sixth Avenue
106 Spring Street (6)
133 Greene Street (6)
712 Madison Avenue (7)
February 2022
December 2021
October 2021
July 2021
June 2021
March 2021
February 2021
January 2021
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
414,317
138,563
7,684
85,250
159,720
215,400
103,300
1,135,000
267,000
5,928
6,425
6,600
300.4
100.5
121.0
42.7
95.0
117.1
103.0
783.5
325.0
35.0
15.8
43.0
(28.3)
(24.0)
(80.2)
(4.5)
17.9
(0.8)
3.6
(3.2)
175.1
99.4
(2.8)
0.2
(1.4)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
The (losses) gains on sale are net of $11.3 million, $11.2 million, and $13.7 million of employee compensation accrued in connection with the
realization of the investment dispositions during the years ended December 31, 2023, 2022, and 2021, respectively. Additionally, amounts do not include
adjustments for expenses recorded in subsequent periods.
In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in
ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our retained investment at fair value which resulted in the recognition of a
fair value adjustment of ($17.0 million) that is reflected in the Company's consolidated statements of operations within Purchase price and other fair
value adjustments. See Note 6, "Investments in Unconsolidated Joint Venture" and Note 16, " Fair Value Measurements."
In December 2022, the Company sold 414,317 square feet of office leasehold condominium units at the property. The Company retained the remaining
218,796 square feet of the building.
In July 2021, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in
ASC 810, and the deconsolidation of the 51.0% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair
value adjustment of $206.8 million, which is reflected in the Company's consolidated statements of operations within Purchase price and other fair value
adjustments. See Note 6, "Investments in Unconsolidated Joint Ventures."
In March 2021, the property was foreclosed by the lender.
Disposition resulted from the ground lessee exercising its purchase option under a ground lease arrangement.
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Below is a summary of the activity in our debt and preferred equity investments for the years ended December 31, 2023
5. Debt and Preferred Equity Investments
and 2022 (in thousands):
Balance at beginning of year (1)
Debt investment originations/fundings/accretion (2)
Preferred equity investment originations/accretion (2)
Redemptions/sales/syndications/equity ownership/amortization
Net change in loan loss reserves
Balance at end of period (1)
December 31, 2023
December 31, 2022
623,280
$
1,088,723
72,160
8,142
(349,947)
(6,890)
346,745 (3) $
62,992
37,505
(565,940)
—
623,280
$
$
(1)
(2)
(3)
(1)
(2)
Net of unamortized fees, discounts, and premiums.
Accretion includes amortization of fees and discounts and paid-in-kind investment income.
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
Below is a summary of our debt and preferred equity investments as of December 31, 2023 (dollars in thousands):
Type
Mezzanine Debt
Preferred Equity
Floating Rate
Fixed Rate
Carrying
Value
Face
Value
Carrying
Value
Face
Value
Interest
Rate
S + 4.95 -
12.38%
Interest
Rate
8.00 -
8.40%
Total
Carrying
Value
(2)
Senior
Financing Maturity(1)
$ 168,745 $ 168,912
$ 50,000 $ 50,000
$
218,745
$ 1,071,858
2024 - 2029
—
—
—
128,000
128,000
6.5%
128,000
250,000
2027
Balance at end of period
$ 168,745 $ 168,912
$ 178,000 $ 178,000
$
346,745
$ 1,321,858
Excludes available extension options to the extent they have not been exercised as of the date of this filing.
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
The following table is a roll forward of our total allowance for loan losses for the years ended December 31, 2023, 2022
and 2021 (in thousands):
Balance at beginning of year
Current period provision for loan loss
Write-offs charged against the allowance
Balance at end of period
Year Ended December 31,
2023
2022
2021
$
6,630
$
$
$
6,630
6,890
—
—
—
13,520 (1) $
6,630
$
13,213
—
(6,583)
6,630
(1)
As of December 31, 2023, all financing receivables on non-accrual had an allowance for loan loss except for one debt investment with a carrying value
of $49.8 million, which is included in the Company's alternative strategy portfolio.
As of December 31, 2023, two investments with a total carrying value, net of reserves, of $49.8 million were not
performing in accordance with their respective terms. As of December 31, 2022, one investment with a carrying value, net of
reserves, of $6.9 million was not performing in accordance with its respective terms. This is further discussed in the Debt
Investments and Preferred Equity Investments tables below.
No other financing receivables were 90 days past due as of December 31, 2023 and December 31, 2022.
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
4. Properties Held for Sale and Property Dispositions
5. Debt and Preferred Equity Investments
Below is a summary of the activity in our debt and preferred equity investments for the years ended December 31, 2023
and 2022 (in thousands):
Balance at beginning of year (1)
Debt investment originations/fundings/accretion (2)
Preferred equity investment originations/accretion (2)
Redemptions/sales/syndications/equity ownership/amortization
Net change in loan loss reserves
Balance at end of period (1)
December 31, 2023
December 31, 2022
623,280
$
1,088,723
72,160
8,142
(349,947)
(6,890)
346,745 (3) $
62,992
37,505
(565,940)
—
623,280
$
$
(1)
(2)
(3)
Net of unamortized fees, discounts, and premiums.
Accretion includes amortization of fees and discounts and paid-in-kind investment income.
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
Below is a summary of our debt and preferred equity investments as of December 31, 2023 (dollars in thousands):
Type
Mezzanine Debt
Preferred Equity
Floating Rate
Fixed Rate
Carrying
Value
Face
Value
$ 168,745 $ 168,912
Interest
Rate
S + 4.95 -
12.38%
Carrying
Value
Face
Value
$ 50,000 $ 50,000
Interest
Rate
8.00 -
8.40%
Total
Carrying
Value
Senior
Financing Maturity(1)
$
218,745
(2)
$ 1,071,858
2024 - 2029
—
—
—
128,000
128,000
6.5%
128,000
250,000
2027
Balance at end of period
$ 168,745 $ 168,912
$ 178,000 $ 178,000
$
346,745
$ 1,321,858
(1)
(2)
Excludes available extension options to the extent they have not been exercised as of the date of this filing.
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
The following table is a roll forward of our total allowance for loan losses for the years ended December 31, 2023, 2022
and 2021 (in thousands):
2023
Year Ended December 31,
2022
2021
Properties Held for Sale
Property Dispositions
Property
245 Park Avenue (3)
885 Third Avenue - Office
Condominium Units (4)
609 Fifth Avenue
1591-1597 Broadway
707 Eleventh Avenue
110 East 42nd Street
590 Fifth Avenue
220 East 42nd Street (5)
635-641 Sixth Avenue
106 Spring Street (6)
133 Greene Street (6)
712 Madison Avenue (7)
As of December 31, 2023 and 2022, no properties were classified as held for sale.
The following table summarizes the properties sold during the years ended December 31, 2023, 2022, and 2021:
Disposition
Date
Property Type
Feet
Unaudited
Approximate
Usable Square
Sales Price (1)
(in millions)
(Loss) Gain on
Sale (2)
(in millions)
June 2023
Fee Interest
1,782,793 $
1,995.0 $
December 2022
June 2022
May 2022
Fee / Leasehold
Interest
Fee Interest
Fee Interest
February 2022
December 2021
October 2021
July 2021
June 2021
March 2021
February 2021
January 2021
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
Fee Interest
414,317
138,563
7,684
85,250
159,720
215,400
103,300
1,135,000
267,000
5,928
6,425
6,600
300.4
100.5
121.0
42.7
95.0
117.1
103.0
783.5
325.0
35.0
15.8
43.0
(28.3)
(24.0)
(80.2)
(4.5)
17.9
(0.8)
3.6
(3.2)
175.1
99.4
(2.8)
0.2
(1.4)
1080 Amsterdam Avenue
April 2022
Leasehold Interest
Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
The (losses) gains on sale are net of $11.3 million, $11.2 million, and $13.7 million of employee compensation accrued in connection with the
realization of the investment dispositions during the years ended December 31, 2023, 2022, and 2021, respectively. Additionally, amounts do not include
adjustments for expenses recorded in subsequent periods.
(3)
In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in
ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our retained investment at fair value which resulted in the recognition of a
fair value adjustment of ($17.0 million) that is reflected in the Company's consolidated statements of operations within Purchase price and other fair
value adjustments. See Note 6, "Investments in Unconsolidated Joint Venture" and Note 16, " Fair Value Measurements."
In December 2022, the Company sold 414,317 square feet of office leasehold condominium units at the property. The Company retained the remaining
218,796 square feet of the building.
In July 2021, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in
ASC 810, and the deconsolidation of the 51.0% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair
value adjustment of $206.8 million, which is reflected in the Company's consolidated statements of operations within Purchase price and other fair value
adjustments. See Note 6, "Investments in Unconsolidated Joint Ventures."
In March 2021, the property was foreclosed by the lender.
Disposition resulted from the ground lessee exercising its purchase option under a ground lease arrangement.
(1)
(2)
(4)
(5)
(6)
(7)
Balance at beginning of year
Current period provision for loan loss
Write-offs charged against the allowance
Balance at end of period
$
$
—
—
6,630
$
13,213
—
(6,583)
6,630
—
13,520 (1) $
$
6,630
$
6,630
6,890
(1)
As of December 31, 2023, all financing receivables on non-accrual had an allowance for loan loss except for one debt investment with a carrying value
of $49.8 million, which is included in the Company's alternative strategy portfolio.
As of December 31, 2023, two investments with a total carrying value, net of reserves, of $49.8 million were not
performing in accordance with their respective terms. As of December 31, 2022, one investment with a carrying value, net of
reserves, of $6.9 million was not performing in accordance with its respective terms. This is further discussed in the Debt
Investments and Preferred Equity Investments tables below.
No other financing receivables were 90 days past due as of December 31, 2023 and December 31, 2022.
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by risk rating as of
Debt Investments
December 31, 2023 and 2022 (dollars in thousands):
Risk Rating
1 - Low Risk Assets - Low probability of loss
2 - Watch List Assets - Higher potential for loss
3 - High Risk Assets - Loss more likely than not
December 31, 2023
December 31, 2022
yield of 8.68% as of December 31, 2023 (dollars in thousands):
As of December 31, 2023 and 2022, we held the following debt investments with an aggregate weighted average current
$
$
210,333
136,412 (1)
—
346,745
$
$
264,069
352,321
6,890
623,280
(1)
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
Mezzanine Loan (3) (4) (6)
$
— $
105,000 $
13,366 $
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by year of
origination and risk rating as of December 31, 2023 (dollars in thousands):
Risk Rating
1 - Low Risk Assets - Low probability of loss
2 - Watch List Assets - Higher potential for loss
3 - High Risk Assets - Loss more likely than not
As of December 31,
2023(1)
2022(1)
2021(1)
Prior(1)(2)
Total
$
$
— $
—
—
— $
— $
—
—
— $
— $
—
—
— $
210,333
136,412 (3)
—
346,745
$
$
210,333
136,412
—
346,745
(1)
(2)
(3)
Year in which the investment was originated or acquired by us or in which a material modification occurred.
During the year ended December 31, 2023, we recognized a $6.9 million provision for loan loss related to an investment originated prior to 2021.
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
We have determined that we have one portfolio segment of financing receivables as of December 31, 2023 and 2022
comprised of commercial real estate which is primarily recorded in debt and preferred equity investments.
Included in Other assets is an additional amount of financing receivables representing loans to joint venture partners
totaling $8.8 million and $9.0 million as of December 31, 2023 and 2022, respectively. The Company recorded no provisions
for loan losses related to these financing receivables for the years ended December 31, 2023 and 2022, respectively. All of these
loans have a risk rating of 2 and were performing in accordance with their respective terms. One loan with a carrying value of
$5.6 million was put on non-accrual in July 2020 and remains on non-accrual as of December 31, 2023. No investment income
has been recognized subsequent to it being put on non-accrual.
Loan Type
Fixed Rate Investments:
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Total fixed rate
Floating Rate Investments:
Mezzanine Loan (5) (6)
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Total floating rate
Allowance for loan loss
Total
$
$
$
$
$
December 31, 2023
December 31, 2022
Future Funding
Obligations
Senior Financing
Carrying Value (1) Carrying Value (1)
Maturity
Date (2)
— $
285,000 $
63,366 $
— $
275,000 $
50,000 $
—
—
—
—
3,761
2,655
10,760
95,000
85,000
—
—
54,000
271,774
186,084
17,176 $
786,858 $
— $
— $
17,176 $
1,071,858 $
30,000
20,000
—
—
8,243
62,333
48,323
168,899 $
(13,520) $
218,745 $
13,366
30,000
June 2024
January 2025
20,000 December 2029
225,367
77,109
365,842
50,000
8,243
46,884
39,083
144,210
(6,630)
503,422
April 2023
May 2024
May 2024
January 2026
Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
Represents contractual maturity, excluding any extension options to the extent they have not been exercised as of the date of this filing.
Carrying value is net of a $12.0 million participation that was sold and did not meet the conditions for sale accounting, which is included in Other assets
and Other liabilities on the consolidated balance sheets.
This loan went into default and was put on non-accrual in June 2020 and remains on non-accrual as of December 31, 2023. No investment income has
been recognized subsequent to it being put on non-accrual. In the first quarter of 2023, the Company fully reserved the balance of the investment.
Additionally, we determined the borrower entity to be a VIE, in which we are not the primary beneficiary.
This loan went into default and was put on non-accrual in January 2023 and remains on non-accrual as of December 31, 2023. No investment income
has been recognized subsequent to it being put on non-accrual. The Company is in discussions with the borrower with respect to the loan.
(1)
(2)
(3)
(4)
(5)
(6)
Included in the Company's alternative strategy portfolio.
Preferred Equity Investments
As of December 31, 2023 and 2022, we held the following preferred equity investments with an aggregate weighted
average current yield of 6.55% as of December 31, 2023 (dollars in thousands):
December 31, 2023
December 31, 2022
Future Funding
Obligations
Senior
Financing
Carrying Value (1) Carrying Value (1)
Mandatory
Redemption (2)
$
$
— $
— $
250,000 $
250,000 $
128,000 $
128,000 $
119,858
February 2027
119,858
Preferred Equity
Type
Total
(1)
(2)
Carrying value is net of deferred origination fees.
Represents contractual redemption, excluding any unexercised extension options.
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57
December 31, 2023 and 2022 (dollars in thousands):
Risk Rating
1 - Low Risk Assets - Low probability of loss
2 - Watch List Assets - Higher potential for loss
3 - High Risk Assets - Loss more likely than not
$
$
210,333
$
136,412 (1)
—
346,745
$
264,069
352,321
6,890
623,280
(1)
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by year of
origination and risk rating as of December 31, 2023 (dollars in thousands):
Risk Rating
2023(1)
2022(1)
2021(1)
Prior(1)(2)
Total
1 - Low Risk Assets - Low probability of loss
— $
— $
— $
210,333
$
2 - Watch List Assets - Higher potential for loss
3 - High Risk Assets - Loss more likely than not
—
—
—
—
—
—
136,412 (3)
—
210,333
136,412
—
— $
— $
— $
346,745
$
346,745
$
$
As of December 31,
(1)
(2)
(3)
Year in which the investment was originated or acquired by us or in which a material modification occurred.
During the year ended December 31, 2023, we recognized a $6.9 million provision for loan loss related to an investment originated prior to 2021.
Includes two investments with a total carrying value of $49.8 million that are included in the Company's alternative strategy portfolio.
We have determined that we have one portfolio segment of financing receivables as of December 31, 2023 and 2022
comprised of commercial real estate which is primarily recorded in debt and preferred equity investments.
Included in Other assets is an additional amount of financing receivables representing loans to joint venture partners
totaling $8.8 million and $9.0 million as of December 31, 2023 and 2022, respectively. The Company recorded no provisions
for loan losses related to these financing receivables for the years ended December 31, 2023 and 2022, respectively. All of these
loans have a risk rating of 2 and were performing in accordance with their respective terms. One loan with a carrying value of
$5.6 million was put on non-accrual in July 2020 and remains on non-accrual as of December 31, 2023. No investment income
has been recognized subsequent to it being put on non-accrual.
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by risk rating as of
Debt Investments
December 31, 2023
December 31, 2022
yield of 8.68% as of December 31, 2023 (dollars in thousands):
As of December 31, 2023 and 2022, we held the following debt investments with an aggregate weighted average current
Loan Type
Fixed Rate Investments:
Mezzanine Loan (3) (4) (6)
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Total fixed rate
Floating Rate Investments:
Mezzanine Loan (5) (6)
Mezzanine Loan
Mezzanine Loan
Mezzanine Loan
Total floating rate
Allowance for loan loss
Total
December 31, 2023
December 31, 2022
Future Funding
Obligations
Senior Financing
Carrying Value (1) Carrying Value (1)
Maturity
Date (2)
$
$
$
$
$
$
— $
105,000 $
13,366 $
—
—
—
—
95,000
85,000
—
—
30,000
20,000
—
—
— $
285,000 $
63,366 $
— $
275,000 $
50,000 $
3,761
2,655
10,760
54,000
271,774
186,084
17,176 $
786,858 $
— $
— $
17,176 $
1,071,858 $
8,243
62,333
48,323
168,899 $
(13,520) $
218,745 $
13,366
30,000
June 2024
January 2025
20,000 December 2029
225,367
77,109
365,842
50,000
8,243
46,884
39,083
144,210
(6,630)
503,422
April 2023
May 2024
May 2024
January 2026
(1)
(2)
(3)
(4)
(5)
(6)
Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
Represents contractual maturity, excluding any extension options to the extent they have not been exercised as of the date of this filing.
Carrying value is net of a $12.0 million participation that was sold and did not meet the conditions for sale accounting, which is included in Other assets
and Other liabilities on the consolidated balance sheets.
This loan went into default and was put on non-accrual in June 2020 and remains on non-accrual as of December 31, 2023. No investment income has
been recognized subsequent to it being put on non-accrual. In the first quarter of 2023, the Company fully reserved the balance of the investment.
Additionally, we determined the borrower entity to be a VIE, in which we are not the primary beneficiary.
This loan went into default and was put on non-accrual in January 2023 and remains on non-accrual as of December 31, 2023. No investment income
has been recognized subsequent to it being put on non-accrual. The Company is in discussions with the borrower with respect to the loan.
Included in the Company's alternative strategy portfolio.
Preferred Equity Investments
As of December 31, 2023 and 2022, we held the following preferred equity investments with an aggregate weighted
average current yield of 6.55% as of December 31, 2023 (dollars in thousands):
Type
Preferred Equity
Total
Future Funding
Obligations
December 31, 2023
Senior
Financing
$
$
— $
— $
Carrying Value (1) Carrying Value (1)
119,858
128,000 $
250,000 $
250,000 $
128,000 $
119,858
December 31, 2022
Mandatory
Redemption (2)
February 2027
(1)
(2)
Carrying value is net of deferred origination fees.
Represents contractual redemption, excluding any unexercised extension options.
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Table of Contents
Table of Contents
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
December 31, 2023
6. Investments in Unconsolidated Joint Ventures
6. Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various partners. As of December 31, 2023, the book value of
these investments was $3.0 billion, net of investments with negative book values totaling $149.1 million for which we have an
implicit commitment to fund future capital needs.
We have investments in several real estate joint ventures with various partners. As of December 31, 2023, the book value of
these investments was $3.0 billion, net of investments with negative book values totaling $149.1 million for which we have an
implicit commitment to fund future capital needs.
As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue are VIEs in which we are not the primary
beneficiary. As of December 31, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary
beneficiary. Our net equity investment in these VIEs was $437.9 million as of December 31, 2023 and $86.2 million as of
December 31, 2022. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of
Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we
do not control the joint ventures listed below, we account for them under the equity method of accounting.
As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue are VIEs in which we are not the primary
beneficiary. As of December 31, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary
beneficiary. Our net equity investment in these VIEs was $437.9 million as of December 31, 2023 and $86.2 million as of
December 31, 2022. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of
Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we
do not control the joint ventures listed below, we account for them under the equity method of accounting.
The table below provides general information on each of our joint ventures as of December 31, 2023:
The table below provides general information on each of our joint ventures as of December 31, 2023:
Property
Property
100 Park Avenue
100 Park Avenue
717 Fifth Avenue (2) (3)
717 Fifth Avenue (2) (3)
800 Third Avenue
800 Third Avenue
Partner
Partner
Prudential Real Estate Investors
Prudential Real Estate Investors
Wharton Properties / Private Investor
Wharton Properties / Private Investor
Private Investors
Private Investors
New York State Teacher's Retirement System
New York State Teacher's Retirement System
Private Investor / Wharton Properties
Private Investor / Wharton Properties
919 Third Avenue
919 Third Avenue
11 West 34th Street (2)
11 West 34th Street (2)
280 Park Avenue
Vornado Realty Trust
280 Park Avenue
1552-1560 Broadway (2) (4) Wharton Properties
1552-1560 Broadway (2) (4) Wharton Properties
10 East 53rd Street
10 East 53rd Street
650 Fifth Avenue (2) (5)
650 Fifth Avenue (2) (5)
11 Madison Avenue
11 Madison Avenue
Wharton Properties
Wharton Properties
PGIM Real Estate
PGIM Real Estate
Vornado Realty Trust
Canadian Pension Plan Investment Board
Canadian Pension Plan Investment Board
Ownership
Ownership
Interest (1)
Interest (1)
49.90%
49.90%
Economic
Interest (1)
Economic
Interest (1)
49.90%
49.90%
834,000
834,000
Unaudited
Unaudited
Approximate
Approximate
Square Feet
Square Feet
agreement.
agreement.
10.92%
10.92%
10.92%
10.92%
119,500
119,500
60.52%
60.52%
60.52%
60.52%
526,000
526,000
51.00%
51.00%
51.00%
51.00%
1,454,000
1,454,000
30.00%
30.00%
30.00%
30.00%
17,150
17,150
50.00%
50.00%
50.00%
50.00%
1,219,158
1,219,158
50.00%
50.00%
50.00%
50.00%
57,718
57,718
55.00%
55.00%
55.00%
55.00%
354,300
354,300
50.00%
50.00%
50.00%
50.00%
69,214
69,214
60.00%
60.00%
60.00%
60.00%
2,314,000
2,314,000
One Vanderbilt Avenue
One Vanderbilt Avenue
Worldwide Plaza (2)
Worldwide Plaza (2)
1515 Broadway
1515 Broadway
2 Herald Square (2) (6)
2 Herald Square (2) (6)
115 Spring Street (2)
115 Spring Street (2)
15 Beekman (7)
15 Beekman (7)
85 Fifth Avenue
85 Fifth Avenue
One Madison Avenue (8)
One Madison Avenue (8)
220 East 42nd Street
220 East 42nd Street
450 Park Avenue (9)
450 Park Avenue (9)
5 Times Square (2)
5 Times Square (2)
245 Park Avenue (10)
245 Park Avenue (10)
625 Madison Avenue (11)
625 Madison Avenue (11)
National Pension Service of Korea / Hines Interest LP
National Pension Service of Korea / Hines Interest LP
71.01%
71.01%
71.01%
71.01%
1,657,198
1,657,198
RXR Realty / New York REIT
RXR Realty / New York REIT
Allianz Real Estate of America
Allianz Real Estate of America
Israeli Institutional Investor
Israeli Institutional Investor
Private Investor
Private Investor
24.95%
24.95%
24.95%
24.95%
2,048,725
2,048,725
56.87%
56.87%
56.87%
56.87%
1,750,000
1,750,000
51.00%
51.00%
51.00%
51.00%
369,000
369,000
51.00%
51.00%
51.00%
51.00%
5,218
5,218
A fund managed by Meritz Alternative Investment Management
A fund managed by Meritz Alternative Investment Management
20.00%
20.00%
20.00%
20.00%
221,884
221,884
Wells Fargo
National Pension Service of Korea / Hines Interest LP / International
Investor
Wells Fargo
National Pension Service of Korea / Hines Interest LP / International
Investor
36.27%
36.27%
36.27%
36.27%
12,946
12,946
25.50%
25.50%
25.50%
25.50%
1,048,700
1,048,700
A fund managed by Meritz Alternative Investment Management
A fund managed by Meritz Alternative Investment Management
51.00%
51.00%
51.00%
51.00%
1,135,000
1,135,000
reserves and impairments in the consolidated statements of operations.
reserves and impairments in the consolidated statements of operations.
Korean Institutional Investor / Israeli Institutional Investor
Korean Institutional Investor / Israeli Institutional Investor
50.10%
50.10%
25.10%
25.10%
337,000
337,000
RXR Realty led investment group
RXR Realty led investment group
U.S. Affiliate of Mori Trust Co., Ltd
U.S. Affiliate of Mori Trust Co., Ltd
Private Investor
Private Investor
31.55%
31.55%
31.55%
31.55%
1,131,735
1,131,735
50.10%
50.10%
50.10%
50.10%
1,782,793
1,782,793
90.43%
90.43%
90.43%
90.43%
563,000
563,000
(1)
(1)
(2)
(3)
(2)
(3)
(4)
(4)
(5)
(5)
Ownership interest and economic interest represent the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic
Ownership interest and economic interest represent the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic
interests within the current year are disclosed in the notes below.
interests within the current year are disclosed in the notes below.
Included in the Company's alternative strategy portfolio.
Included in the Company's alternative strategy portfolio.
In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717 Fifth Avenue for total
In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717 Fifth Avenue for total
consideration of $963.0 million.
consideration of $963.0 million.
The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. In
The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. In
December 2023, following an assessment of the investment for recoverability, the Company recorded a charge of $8.1 million, which is included in
December 2023, following an assessment of the investment for recoverability, the Company recorded a charge of $8.1 million, which is included in
Depreciable real estate reserves and impairments in the consolidated statements of operations.
Depreciable real estate reserves and impairments in the consolidated statements of operations.
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
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58
58
59
59
(6)
(6)
In December 2023, following an assessment of the property and the investment for recoverability, the Company recorded a charge of $101.7 million, which
In December 2023, following an assessment of the property and the investment for recoverability, the Company recorded a charge of $101.7 million, which
is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In January 2024, the Company closed on the
is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In January 2024, the Company closed on the
acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture
acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture
to 95.0%. In addition, the joint venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of
to 95.0%. In addition, the joint venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of
$7.0 million, which closed in February 2024.
$7.0 million, which closed in February 2024.
(7)
(7)
(8)
(8)
In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling
In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling
interest in the entity, as defined in ASC 810, and deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted
interest in the entity, as defined in ASC 810, and deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted
in the recognition of a fair value adjustment of $187.5 million. The fair value of our investment was determined by the terms of the joint venture agreement
in the recognition of a fair value adjustment of $187.5 million. The fair value of our investment was determined by the terms of the joint venture agreement
governing the capitalization of the project. In 2021, the Company admitted an additional partner to the development project with the partner's indirect
governing the capitalization of the project. In 2021, the Company admitted an additional partner to the development project with the partner's indirect
ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured
ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured
borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at December 31, 2023 and 2022.
borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at December 31, 2023 and 2022.
(9)
(9)
The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The
The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The
third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our
third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our
consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property.
consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property.
(10)
(10)
In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC
In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC
810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value
810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value
adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture
adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture
(11)
(11)
In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership
In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership
interest. See Note 5, "Debt and Preferred Equity Investments." In December 2023, together with its joint venture, the Company entered into a contract to sell
interest. See Note 5, "Debt and Preferred Equity Investments." In December 2023, together with its joint venture, the Company entered into a contract to sell
the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million, which is included in Depreciable real
the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million, which is included in Depreciable real
estate reserves and impairments in the consolidated statements of operations. This transaction is expected to close in the first quarter of 2024.
estate reserves and impairments in the consolidated statements of operations. This transaction is expected to close in the first quarter of 2024.
Disposition of Joint Venture Interests or Properties
Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31,
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31,
2023, 2022, and 2021:
2023, 2022, and 2021:
Property
Property
21 East 66th Street
21 East 66th Street
121 Greene Street
121 Greene Street
Stonehenge Portfolio
Stonehenge Portfolio
400 East 57th Street (3)
400 East 57th Street (3)
605 West 42nd Street - Sky
605 West 42nd Street - Sky
55 West 46th Street - Tower 46
55 West 46th Street - Tower 46
885 Third Avenue (4)
885 Third Avenue (4)
Ownership
Ownership
Interest Sold
Interest Sold
Disposition Date
Disposition Date
Gross Asset
Gross Asset
Valuation
Valuation
(in millions)
(in millions)
(Loss) Gain
(Loss) Gain
on Sale
on Sale
(in millions) (1) (2)
(in millions) (1) (2)
December 2023
December 2023
$
$
40.6
40.6
$
$
32.28%
32.28%
50.00%
50.00%
Various
Various
41.00%
41.00%
20.00%
20.00%
25.00%
25.00%
N/A
N/A
February 2023
February 2023
April 2022
April 2022
September 2021
September 2021
June 2021
June 2021
March 2021
March 2021
January 2021
January 2021
14.0
14.0
1.0
1.0
133.5
133.5
858.1
858.1
275.0
275.0
N/A
N/A
(12.7)
(12.7)
(0.3)
(0.3)
—
—
(1.0)
(1.0)
8.9
8.9
(15.2)
(15.2)
N/A
N/A
Represents the Company's share of the gain or loss
Represents the Company's share of the gain or loss
(1)
(1)
(2)
(2)
For the years ended December 31, 2023 and December 31, 2021, the (losses) gains on sale are net of $2.0 million and $1.4 million, respectively, of employee
For the years ended December 31, 2023 and December 31, 2021, the (losses) gains on sale are net of $2.0 million and $1.4 million, respectively, of employee
compensation accrued in connection with the realization of the investment dispositions. There was no amount accrued for employee compensation in the
compensation accrued in connection with the realization of the investment dispositions. There was no amount accrued for employee compensation in the
year ended December 31, 2022. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
year ended December 31, 2022. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
(3)
(3)
In connection with our agreement to sell the property in April 2021, we recorded a charge of $5.7 million, which is included in Depreciable real estate
In connection with our agreement to sell the property in April 2021, we recorded a charge of $5.7 million, which is included in Depreciable real estate
(4)
(4)
In January 2021, pursuant to the partnership documents, certain participating rights of the common member expired. As a result, it was determined that we
In January 2021, pursuant to the partnership documents, certain participating rights of the common member expired. As a result, it was determined that we
are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."
are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."
Joint Venture Mortgages and Other Loans Payable
Joint Venture Mortgages and Other Loans Payable
We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases,
We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases,
which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and
which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and
other loans payable collateralized by the respective joint venture properties and assignment of leases as of December 31, 2023 and
other loans payable collateralized by the respective joint venture properties and assignment of leases as of December 31, 2023 and
2022, respectively, are as follows (dollars in thousands):
2022, respectively, are as follows (dollars in thousands):
Table of Contents
Table of Contents
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
6. Investments in Unconsolidated Joint Ventures
6. Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various partners. As of December 31, 2023, the book value of
We have investments in several real estate joint ventures with various partners. As of December 31, 2023, the book value of
these investments was $3.0 billion, net of investments with negative book values totaling $149.1 million for which we have an
these investments was $3.0 billion, net of investments with negative book values totaling $149.1 million for which we have an
implicit commitment to fund future capital needs.
implicit commitment to fund future capital needs.
As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue are VIEs in which we are not the primary
As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue are VIEs in which we are not the primary
beneficiary. As of December 31, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary
beneficiary. As of December 31, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary
beneficiary. Our net equity investment in these VIEs was $437.9 million as of December 31, 2023 and $86.2 million as of
beneficiary. Our net equity investment in these VIEs was $437.9 million as of December 31, 2023 and $86.2 million as of
December 31, 2022. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of
December 31, 2022. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of
Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we
Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we
do not control the joint ventures listed below, we account for them under the equity method of accounting.
do not control the joint ventures listed below, we account for them under the equity method of accounting.
The table below provides general information on each of our joint ventures as of December 31, 2023:
The table below provides general information on each of our joint ventures as of December 31, 2023:
One Vanderbilt Avenue
One Vanderbilt Avenue
National Pension Service of Korea / Hines Interest LP
National Pension Service of Korea / Hines Interest LP
71.01%
71.01%
71.01%
71.01%
1,657,198
1,657,198
Property
Property
Partner
Partner
100 Park Avenue
100 Park Avenue
Prudential Real Estate Investors
Prudential Real Estate Investors
717 Fifth Avenue (2) (3)
717 Fifth Avenue (2) (3)
Wharton Properties / Private Investor
Wharton Properties / Private Investor
800 Third Avenue
800 Third Avenue
Private Investors
Private Investors
919 Third Avenue
919 Third Avenue
New York State Teacher's Retirement System
New York State Teacher's Retirement System
11 West 34th Street (2)
11 West 34th Street (2)
Private Investor / Wharton Properties
Private Investor / Wharton Properties
280 Park Avenue
280 Park Avenue
Vornado Realty Trust
Vornado Realty Trust
1552-1560 Broadway (2) (4) Wharton Properties
1552-1560 Broadway (2) (4) Wharton Properties
10 East 53rd Street
10 East 53rd Street
Canadian Pension Plan Investment Board
Canadian Pension Plan Investment Board
650 Fifth Avenue (2) (5)
650 Fifth Avenue (2) (5)
Wharton Properties
Wharton Properties
11 Madison Avenue
11 Madison Avenue
PGIM Real Estate
PGIM Real Estate
Worldwide Plaza (2)
Worldwide Plaza (2)
RXR Realty / New York REIT
RXR Realty / New York REIT
1515 Broadway
1515 Broadway
Allianz Real Estate of America
Allianz Real Estate of America
2 Herald Square (2) (6)
2 Herald Square (2) (6)
115 Spring Street (2)
115 Spring Street (2)
15 Beekman (7)
15 Beekman (7)
Israeli Institutional Investor
Israeli Institutional Investor
Private Investor
Private Investor
85 Fifth Avenue
85 Fifth Avenue
Wells Fargo
Wells Fargo
One Madison Avenue (8)
One Madison Avenue (8)
Investor
Investor
450 Park Avenue (9)
450 Park Avenue (9)
5 Times Square (2)
5 Times Square (2)
245 Park Avenue (10)
245 Park Avenue (10)
RXR Realty led investment group
RXR Realty led investment group
U.S. Affiliate of Mori Trust Co., Ltd
U.S. Affiliate of Mori Trust Co., Ltd
625 Madison Avenue (11)
625 Madison Avenue (11)
Private Investor
Private Investor
interests within the current year are disclosed in the notes below.
interests within the current year are disclosed in the notes below.
Included in the Company's alternative strategy portfolio.
Included in the Company's alternative strategy portfolio.
(2)
(2)
(3)
(3)
consideration of $963.0 million.
consideration of $963.0 million.
A fund managed by Meritz Alternative Investment Management
A fund managed by Meritz Alternative Investment Management
20.00%
20.00%
20.00%
20.00%
221,884
221,884
National Pension Service of Korea / Hines Interest LP / International
National Pension Service of Korea / Hines Interest LP / International
220 East 42nd Street
220 East 42nd Street
A fund managed by Meritz Alternative Investment Management
A fund managed by Meritz Alternative Investment Management
51.00%
51.00%
51.00%
51.00%
1,135,000
1,135,000
Korean Institutional Investor / Israeli Institutional Investor
Korean Institutional Investor / Israeli Institutional Investor
50.10%
50.10%
25.10%
25.10%
337,000
337,000
(1)
(1)
Ownership interest and economic interest represent the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic
Ownership interest and economic interest represent the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic
In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717 Fifth Avenue for total
In January 2024, together with its joint venture partner, the Company closed on the sale of the retail condominium at 717 Fifth Avenue for total
(4)
(4)
The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. In
The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. In
December 2023, following an assessment of the investment for recoverability, the Company recorded a charge of $8.1 million, which is included in
December 2023, following an assessment of the investment for recoverability, the Company recorded a charge of $8.1 million, which is included in
Depreciable real estate reserves and impairments in the consolidated statements of operations.
Depreciable real estate reserves and impairments in the consolidated statements of operations.
(5)
(5)
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
Ownership
Ownership
Interest (1)
Interest (1)
Economic
Economic
Interest (1)
Interest (1)
Approximate
Approximate
Square Feet
Square Feet
Unaudited
Unaudited
49.90%
49.90%
49.90%
49.90%
834,000
834,000
10.92%
10.92%
10.92%
10.92%
119,500
119,500
60.52%
60.52%
60.52%
60.52%
526,000
526,000
51.00%
51.00%
51.00%
51.00%
1,454,000
1,454,000
30.00%
30.00%
30.00%
30.00%
17,150
17,150
50.00%
50.00%
50.00%
50.00%
1,219,158
1,219,158
50.00%
50.00%
50.00%
50.00%
57,718
57,718
55.00%
55.00%
55.00%
55.00%
354,300
354,300
50.00%
50.00%
50.00%
50.00%
69,214
69,214
60.00%
60.00%
60.00%
60.00%
2,314,000
2,314,000
24.95%
24.95%
24.95%
24.95%
2,048,725
2,048,725
56.87%
56.87%
56.87%
56.87%
1,750,000
1,750,000
51.00%
51.00%
51.00%
51.00%
369,000
369,000
51.00%
51.00%
51.00%
51.00%
5,218
5,218
36.27%
36.27%
36.27%
36.27%
12,946
12,946
25.50%
25.50%
25.50%
25.50%
1,048,700
1,048,700
31.55%
31.55%
31.55%
31.55%
1,131,735
1,131,735
50.10%
50.10%
50.10%
50.10%
1,782,793
1,782,793
90.43%
90.43%
90.43%
90.43%
563,000
563,000
(6)
(6)
(7)
(8)
(7)
(8)
(9)
(9)
(10)
(10)
(11)
(11)
In December 2023, following an assessment of the property and the investment for recoverability, the Company recorded a charge of $101.7 million, which
is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In January 2024, the Company closed on the
acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture
to 95.0%. In addition, the joint venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of
$7.0 million, which closed in February 2024.
In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling
interest in the entity, as defined in ASC 810, and deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted
in the recognition of a fair value adjustment of $187.5 million. The fair value of our investment was determined by the terms of the joint venture agreement
governing the capitalization of the project. In 2021, the Company admitted an additional partner to the development project with the partner's indirect
ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured
borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at December 31, 2023 and 2022.
The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The
third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our
consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property.
In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC
810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value
adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture
agreement.
In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership
interest. See Note 5, "Debt and Preferred Equity Investments." In December 2023, together with its joint venture, the Company entered into a contract to sell
the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million, which is included in Depreciable real
estate reserves and impairments in the consolidated statements of operations. This transaction is expected to close in the first quarter of 2024.
In December 2023, following an assessment of the property and the investment for recoverability, the Company recorded a charge of $101.7 million, which
is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In January 2024, the Company closed on the
acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture
to 95.0%. In addition, the joint venture entered into an agreement to satisfy the existing $182.5 million mortgage on the property for a net payment of
$7.0 million, which closed in February 2024.
In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling
interest in the entity, as defined in ASC 810, and deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted
in the recognition of a fair value adjustment of $187.5 million. The fair value of our investment was determined by the terms of the joint venture agreement
governing the capitalization of the project. In 2021, the Company admitted an additional partner to the development project with the partner's indirect
ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured
borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at December 31, 2023 and 2022.
The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The
third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our
consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property.
In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC
810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value
adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture
agreement.
In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership
interest. See Note 5, "Debt and Preferred Equity Investments." In December 2023, together with its joint venture, the Company entered into a contract to sell
the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million, which is included in Depreciable real
estate reserves and impairments in the consolidated statements of operations. This transaction is expected to close in the first quarter of 2024.
Disposition of Joint Venture Interests or Properties
Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31,
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31,
2023, 2022, and 2021:
2023, 2022, and 2021:
Property
Property
21 East 66th Street
21 East 66th Street
121 Greene Street
121 Greene Street
Stonehenge Portfolio
Stonehenge Portfolio
400 East 57th Street (3)
400 East 57th Street (3)
605 West 42nd Street - Sky
605 West 42nd Street - Sky
55 West 46th Street - Tower 46
885 Third Avenue (4)
55 West 46th Street - Tower 46
885 Third Avenue (4)
Ownership
Ownership
Interest Sold
Interest Sold
Disposition Date
Disposition Date
Gross Asset
Gross Asset
Valuation
Valuation
(in millions)
(in millions)
32.28%
32.28%
50.00%
50.00%
Various
Various
41.00%
41.00%
20.00%
20.00%
25.00%
25.00%
N/A
N/A
December 2023
December 2023
$
$
February 2023
February 2023
April 2022
April 2022
September 2021
September 2021
June 2021
June 2021
March 2021
March 2021
January 2021
January 2021
40.6
40.6
14.0
14.0
1.0
1.0
133.5
133.5
858.1
858.1
275.0
275.0
N/A
N/A
(Loss) Gain
(Loss) Gain
on Sale
on Sale
(in millions) (1) (2)
(in millions) (1) (2)
$
$
(12.7)
(12.7)
(0.3)
(0.3)
—
—
(1.0)
(1.0)
8.9
8.9
(15.2)
(15.2)
N/A
N/A
(1)
(2)
(1)
(2)
(3)
(3)
(4)
(4)
Represents the Company's share of the gain or loss
For the years ended December 31, 2023 and December 31, 2021, the (losses) gains on sale are net of $2.0 million and $1.4 million, respectively, of employee
compensation accrued in connection with the realization of the investment dispositions. There was no amount accrued for employee compensation in the
year ended December 31, 2022. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
In connection with our agreement to sell the property in April 2021, we recorded a charge of $5.7 million, which is included in Depreciable real estate
reserves and impairments in the consolidated statements of operations.
In January 2021, pursuant to the partnership documents, certain participating rights of the common member expired. As a result, it was determined that we
are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."
Represents the Company's share of the gain or loss
For the years ended December 31, 2023 and December 31, 2021, the (losses) gains on sale are net of $2.0 million and $1.4 million, respectively, of employee
compensation accrued in connection with the realization of the investment dispositions. There was no amount accrued for employee compensation in the
year ended December 31, 2022. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
In connection with our agreement to sell the property in April 2021, we recorded a charge of $5.7 million, which is included in Depreciable real estate
reserves and impairments in the consolidated statements of operations.
In January 2021, pursuant to the partnership documents, certain participating rights of the common member expired. As a result, it was determined that we
are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."
Joint Venture Mortgages and Other Loans Payable
Joint Venture Mortgages and Other Loans Payable
We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases,
We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases,
which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and
which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and
other loans payable collateralized by the respective joint venture properties and assignment of leases as of December 31, 2023 and
other loans payable collateralized by the respective joint venture properties and assignment of leases as of December 31, 2023 and
2022, respectively, are as follows (dollars in thousands):
2022, respectively, are as follows (dollars in thousands):
58
58
59
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Table of Contents
Table of Contents
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
December 31, 2023
Property
Property
Fixed Rate Debt:
Fixed Rate Debt:
717 Fifth Avenue (4)(5)
717 Fifth Avenue (4)(5)
650 Fifth Avenue (4)
650 Fifth Avenue (4)
220 East 42nd Street
220 East 42nd Street
5 Times Square (4)
5 Times Square (4)
Economic Current Maturity
Interest (1)
Economic Current Maturity
Interest (1)
Date
Date
Final Maturity
Date (2)
Final Maturity
Date (2)
Interest
Interest
Rate (3)
Rate (3)
Principal Outstanding
Principal Outstanding
December 31, 2023
December 31, 2023
Principal Outstanding
Principal Outstanding
December 31, 2022
December 31, 2022
Gross
Gross
SLG Share
SLG Share
Gross
Gross
SLG Share
SLG Share
(7)
(7)
The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to
The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to
costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on
costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on
certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of
certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of
the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a
the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a
10.92 %
10.92 %
50.00 %
50.00 %
51.00 %
51.00 %
July 2022 (5)
July 2022 (5)
October 2023 (6)
October 2023 (6)
July 2022 (5)
July 2022 (5)
January 2024 (6)
January 2024 (6)
5.02% $
5.02% $
655,328 $
655,328 $
71,536 $
71,536 $
655,328 $
655,328 $
71,536
71,536
The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
5.45%
5.45%
65,000
65,000
32,500
32,500
65,000
65,000
32,500
32,500
(10) The Company closed on the acquisition of additional interests in the joint venture in January 2024, which increased the Company's interest to 95%. In
(10) The Company closed on the acquisition of additional interests in the joint venture in January 2024, which increased the Company's interest to 95%. In
addition, the joint venture entered into an agreement to satisfy the existing mortgage for a net payment of $7.0 million, which closed in February 2024.
addition, the joint venture entered into an agreement to satisfy the existing mortgage for a net payment of $7.0 million, which closed in February 2024.
June 2024
June 2024
June 2025
June 2025
5.86%
5.86%
505,412
505,412
257,760
257,760
510,000
510,000
260,100
260,100
31.55 %
31.55 %
September 2024
September 2024
September 2026
September 2026
7.13%
7.13%
477,783
477,783
150,740
150,740
400,000
400,000
126,200
126,200
permanent financing.
permanent financing.
(8)
(8)
(9)
(9)
Represents $168.9 million of loan principal and $31.1 million of accrued interest.
Represents $168.9 million of loan principal and $31.1 million of accrued interest.
(11) The Company is in discussions with the lender to exercise the available extension option.
(11) The Company is in discussions with the lender to exercise the available extension option.
(12) This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.
(12) This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.
(13)
(13)
In January 2024, the maturity date of the loan was extended to July 2024.
In January 2024, the maturity date of the loan was extended to July 2024.
10 East 53rd Street
10 East 53rd Street
55.00 %
55.00 %
February 2025
February 2025
February 2025
February 2025
5.45%
5.45%
220,000
220,000
121,000
121,000
220,000
220,000
121,000
121,000
1515 Broadway
1515 Broadway
115 Spring Street (4)
115 Spring Street (4)
56.87 %
56.87 %
March 2025
March 2025
March 2025
March 2025
3.93%
3.93%
762,002
762,002
433,344
433,344
782,321
782,321
444,898
444,898
51.00 %
51.00 %
March 2025
March 2025
March 2025
March 2025
5.50%
5.50%
65,550
65,550
33,431
33,431
—
—
—
—
450 Park Avenue
450 Park Avenue
25.10 %
25.10 %
June 2025
June 2025
June 2027
June 2027
6.10%
6.10%
271,394
271,394
68,120
68,120
267,000
267,000
67,017
67,017
11 Madison Avenue
11 Madison Avenue
One Madison Avenue (7)
One Madison Avenue (7)
60.00 %
60.00 %
September 2025
September 2025
September 2025
September 2025
3.84%
3.84%
1,400,000
1,400,000
840,000
840,000
1,400,000
1,400,000
840,000
840,000
25.50 %
25.50 %
November 2025
November 2025
November 2026
November 2026
3.59%
3.59%
733,103
733,103
186,941
186,941
467,008
467,008
119,087
119,087
800 Third Avenue
800 Third Avenue
60.52 %
60.52 %
February 2026
February 2026
February 2026
February 2026
3.37%
3.37%
177,000
177,000
107,120
107,120
177,000
177,000
107,120
107,120
919 Third Avenue
919 Third Avenue
625 Madison Avenue (8)
625 Madison Avenue (8)
245 Park Avenue
245 Park Avenue
Worldwide Plaza (4)
Worldwide Plaza (4)
51.00 %
51.00 %
April 2026
April 2026
April 2028
April 2028
6.11%
6.11%
500,000
500,000
255,000
255,000
500,000
500,000
255,000
255,000
90.43 %
90.43 %
December 2026
December 2026
December 2026
December 2026
5.11%
5.11%
199,987
199,987
180,848
180,848
50.10 %
50.10 %
June 2027
June 2027
June 2027
June 2027
4.30%
4.30%
1,768,000
1,768,000
885,768
885,768
—
—
—
—
—
—
—
—
24.95 %
24.95 %
November 2027
November 2027
November 2027
November 2027
3.98%
3.98%
1,200,000
1,200,000
299,400
299,400
1,200,000
1,200,000
299,400
299,400
One Vanderbilt Avenue
One Vanderbilt Avenue
71.01 %
71.01 %
July 2031
July 2031
July 2031
July 2031
2.95%
2.95%
3,000,000
3,000,000
2,130,300
2,130,300
3,000,000
3,000,000
2,130,300
2,130,300
Tenant and other receivables, related party receivables, and deferred rents receivable
Tenant and other receivables, related party receivables, and deferred rents receivable
280 Park Avenue
280 Park Avenue
21 East 66th Street
21 East 66th Street
Total fixed rate debt
Total fixed rate debt
Floating Rate Debt:
Floating Rate Debt:
11 West 34th Street (4)
11 West 34th Street (4)
650 Fifth Avenue (4)
650 Fifth Avenue (4)
2 Herald Square (4)(10)
2 Herald Square (4)(10)
100 Park Avenue
100 Park Avenue
15 Beekman (12)
15 Beekman (12)
1552 Broadway (4)
1552 Broadway (4)
5 Times Square (4)
5 Times Square (4)
—
—
—
—
—
—
—
—
1,200,000
1,200,000
600,000
600,000
12,000
12,000
3,874
3,874
$
$
12,000,559 $ 6,053,808 $
12,000,559 $ 6,053,808 $
10,855,657 $ 5,478,032
10,855,657 $ 5,478,032
Mortgages and other loans payable, net
Mortgages and other loans payable, net
$
$
14,799,277 $
14,799,277 $
12,348,954
12,348,954
30.00 % February 2023 (9)
October 2023 (6)
February 2023 (9) L+ 1.45% $
30.00 % February 2023 (9)
February 2023 (9) L+ 1.45% $
January 2024 (6)
October 2023 (6)
January 2024 (6)
50.00 %
50.00 %
51.00 % November 2023(10) November 2023(10)
51.00 % November 2023(10) November 2023(10)
S+ 2.06%
S+ 2.25%
S+ 2.06%
S+ 2.25%
23,000 $
23,000 $
6,900 $
6,900 $
23,000 $
23,000 $
6,900
6,900
210,000
210,000
105,000
105,000
210,000
210,000
105,000
105,000
182,500
182,500
93,075
93,075
182,500
182,500
93,075
93,075
49.90 %
49.90 %
20.00 %
20.00 %
January 2024 (11)
January 2024 (13)
January 2024 (11)
January 2024 (13)
December 2025
December 2025
S+ 2.36%
S+ 2.36%
360,000
360,000
179,640
179,640
360,000
360,000
179,640
179,640
July 2025
July 2025
S+ 1.61%
S+ 1.61%
124,137
124,137
24,827
24,827
86,738
86,738
17,348
17,348
50.00 %
50.00 %
February 2024
February 2024
February 2024
February 2024
S+ 2.75%
S+ 2.75%
193,133
193,133
96,567
96,567
193,132
193,132
96,566
96,566
31.55 %
31.55 %
September 2024
September 2024
September 2026
September 2026
S+ 5.65%
S+ 5.65%
610,010
610,010
192,458
192,458
495,924
495,924
156,464
156,464
Total liabilities and equity
Total liabilities and equity
Company's investments in unconsolidated joint ventures
Company's investments in unconsolidated joint ventures
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to
certain of our joint ventures. We earned $21.1 million, $24.0 million and $19.6 million from these services, net of our ownership
certain of our joint ventures. We earned $21.1 million, $24.0 million and $19.6 million from these services, net of our ownership
share of the joint ventures, for the years ended December 31, 2023, 2022, and 2021, respectively. In addition, we have the ability to
share of the joint ventures, for the years ended December 31, 2023, 2022, and 2021, respectively. In addition, we have the ability to
earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.
earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.
The combined balance sheets for the unconsolidated joint ventures, as of December 31, 2023 and 2022, are as follows (in
The combined balance sheets for the unconsolidated joint ventures, as of December 31, 2023 and 2022, are as follows (in
thousands):
thousands):
Assets (1)
Assets (1)
Commercial real estate property, net
Commercial real estate property, net
Cash and restricted cash
Cash and restricted cash
Other assets
Other assets
Total assets
Total assets
Liabilities and equity (1)
Liabilities and equity (1)
Deferred revenue
Deferred revenue
Lease liabilities
Lease liabilities
Other liabilities
Other liabilities
Equity
Equity
December 31, 2023 December 31, 2022
December 31, 2023 December 31, 2022
$
$
18,467,340 $
18,467,340 $
15,989,642
15,989,642
656,038
656,038
673,532
673,532
709,299
709,299
601,552
601,552
2,584,765
2,584,765
2,551,426
2,551,426
$
$
22,381,675 $
22,381,675 $
19,851,919
19,851,919
1,108,180
1,108,180
990,276
990,276
447,705
447,705
5,036,237
5,036,237
1,077,901
1,077,901
1,000,356
1,000,356
456,537
456,537
4,968,171
4,968,171
$
$
$
$
22,381,675 $
22,381,675 $
19,851,919
19,851,919
2,983,313 $
2,983,313 $
3,190,137
3,190,137
(1)
(1)
As of December 31, 2023, $545.6 million of net unamortized basis differences between the amount at which our investments are carried and our share of
As of December 31, 2023, $545.6 million of net unamortized basis differences between the amount at which our investments are carried and our share of
equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining
equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining
life of the underlying items having given rise to the differences.
life of the underlying items having given rise to the differences.
280 Park Avenue
280 Park Avenue
50.00 %
50.00 %
September 2024
September 2024
September 2024
September 2024
S+ 2.03%
S+ 2.03%
1,200,000
1,200,000
600,000
600,000
21 East 66th Street
21 East 66th Street
115 Spring Street
115 Spring Street
121 Greene Street
121 Greene Street
Total floating rate debt
Total floating rate debt
Total joint venture mortgages and other loans payable
Total joint venture mortgages and other loans payable
Deferred financing costs, net
Deferred financing costs, net
—
—
—
—
—
—
—
—
—
—
—
—
—
—
586
586
—
—
188
188
65,550
65,550
33,431
33,431
12,550
12,550
6,275
6,275
$
$
2,902,780 $ 1,298,467 $
2,902,780 $ 1,298,467 $
1,629,980 $ 694,887
1,629,980 $ 694,887
$
$
14,903,339 $ 7,352,275 $
14,903,339 $ 7,352,275 $
12,485,637 $ 6,172,919
12,485,637 $ 6,172,919
(104,062)
(104,062)
(54,865)
(54,865)
(136,683)
(136,683)
(66,910)
(66,910)
Total joint venture mortgages and other loans payable, net
Total joint venture mortgages and other loans payable, net
$
$
14,799,277 $ 7,297,410 $
14,799,277 $ 7,297,410 $
12,348,954 $ 6,106,009
12,348,954 $ 6,106,009
(1)
(1)
(2)
(2)
(3)
(3)
(4)
(5)
(6)
(4)
(5)
(6)
Economic interest represents the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic interests, if any,
Economic interest represents the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic interests, if any,
within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
Reflects exercise of all available options. The ability to exercise extension options may be subject to certain conditions, including meeting tests based on the
Reflects exercise of all available options. The ability to exercise extension options may be subject to certain conditions, including meeting tests based on the
operating performance of the property.
operating performance of the property.
Interest rates as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated
Interest rates as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated
spread over Term SOFR ("S").
spread over Term SOFR ("S").
Included in the Company's alternative strategy portfolio.
Included in the Company's alternative strategy portfolio.
The asset was sold and associated debt repaid in January 2024.
The asset was sold and associated debt repaid in January 2024.
In January 2024, the maturity date of the loan was extended by two months to March 2024.
In January 2024, the maturity date of the loan was extended by two months to March 2024.
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60
60
61
61
In January 2024, the maturity date of the loan was extended to July 2024.
In January 2024, the maturity date of the loan was extended to July 2024.
(11) The Company is in discussions with the lender to exercise the available extension option.
(12) This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.
(13)
(11) The Company is in discussions with the lender to exercise the available extension option.
(12) This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.
(13)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Principal Outstanding
Principal Outstanding
Principal Outstanding
Principal Outstanding
(7)
(7)
The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to
costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on
certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of
the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a
permanent financing.
Represents $168.9 million of loan principal and $31.1 million of accrued interest.
The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to
costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on
certain construction milestones and operating metrics. In July 2023, the facility was modified, which will allow the partnership to utilize the final tranche of
the facility for an expanded range of uses, including additional amenities funded by construction cost savings and for hedging activities in contemplation of a
permanent financing.
Represents $168.9 million of loan principal and $31.1 million of accrued interest.
The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
(8)
(9)
(10) The Company closed on the acquisition of additional interests in the joint venture in January 2024, which increased the Company's interest to 95%. In
addition, the joint venture entered into an agreement to satisfy the existing mortgage for a net payment of $7.0 million, which closed in February 2024.
(8)
(9)
(10) The Company closed on the acquisition of additional interests in the joint venture in January 2024, which increased the Company's interest to 95%. In
addition, the joint venture entered into an agreement to satisfy the existing mortgage for a net payment of $7.0 million, which closed in February 2024.
Property
Property
Interest (1)
Interest (1)
Date
Date
Date (2)
Date (2)
Rate (3)
Rate (3)
Gross
Gross
SLG Share
SLG Share
Gross
Gross
SLG Share
SLG Share
Economic Current Maturity
Economic Current Maturity
Final Maturity
Final Maturity
Interest
Interest
December 31, 2023
December 31, 2023
December 31, 2022
December 31, 2022
Fixed Rate Debt:
Fixed Rate Debt:
717 Fifth Avenue (4)(5)
717 Fifth Avenue (4)(5)
10.92 %
10.92 %
July 2022 (5)
July 2022 (5)
July 2022 (5)
July 2022 (5)
5.02% $
5.02% $
655,328 $
655,328 $
71,536 $
71,536 $
655,328 $
655,328 $
71,536
71,536
650 Fifth Avenue (4)
650 Fifth Avenue (4)
50.00 %
50.00 %
October 2023 (6)
October 2023 (6)
January 2024 (6)
January 2024 (6)
5.45%
5.45%
65,000
65,000
32,500
32,500
65,000
65,000
32,500
32,500
220 East 42nd Street
220 East 42nd Street
51.00 %
51.00 %
June 2024
June 2024
June 2025
June 2025
5.86%
5.86%
505,412
505,412
257,760
257,760
510,000
510,000
260,100
260,100
5 Times Square (4)
5 Times Square (4)
31.55 %
31.55 %
September 2024
September 2024
September 2026
September 2026
7.13%
7.13%
477,783
477,783
150,740
150,740
400,000
400,000
126,200
126,200
10 East 53rd Street
10 East 53rd Street
55.00 %
55.00 %
February 2025
February 2025
February 2025
February 2025
5.45%
5.45%
220,000
220,000
121,000
121,000
220,000
220,000
121,000
121,000
1515 Broadway
1515 Broadway
56.87 %
56.87 %
March 2025
March 2025
March 2025
March 2025
3.93%
3.93%
762,002
762,002
433,344
433,344
782,321
782,321
444,898
444,898
115 Spring Street (4)
115 Spring Street (4)
51.00 %
51.00 %
March 2025
March 2025
March 2025
March 2025
5.50%
5.50%
65,550
65,550
33,431
33,431
—
—
—
—
450 Park Avenue
450 Park Avenue
25.10 %
25.10 %
June 2025
June 2025
June 2027
June 2027
6.10%
6.10%
271,394
271,394
68,120
68,120
267,000
267,000
67,017
67,017
11 Madison Avenue
11 Madison Avenue
60.00 %
60.00 %
September 2025
September 2025
September 2025
September 2025
3.84%
3.84%
1,400,000
1,400,000
840,000
840,000
1,400,000
1,400,000
840,000
840,000
One Madison Avenue (7)
One Madison Avenue (7)
25.50 %
25.50 %
November 2025
November 2025
November 2026
November 2026
3.59%
3.59%
733,103
733,103
186,941
186,941
467,008
467,008
119,087
119,087
800 Third Avenue
800 Third Avenue
60.52 %
60.52 %
February 2026
February 2026
February 2026
February 2026
3.37%
3.37%
177,000
177,000
107,120
107,120
177,000
177,000
107,120
107,120
919 Third Avenue
919 Third Avenue
51.00 %
51.00 %
April 2026
April 2026
April 2028
April 2028
6.11%
6.11%
500,000
500,000
255,000
255,000
500,000
500,000
255,000
255,000
625 Madison Avenue (8)
625 Madison Avenue (8)
90.43 %
90.43 %
December 2026
December 2026
December 2026
December 2026
5.11%
5.11%
199,987
199,987
180,848
180,848
245 Park Avenue
245 Park Avenue
50.10 %
50.10 %
June 2027
June 2027
June 2027
June 2027
4.30%
4.30%
1,768,000
1,768,000
885,768
885,768
—
—
—
—
—
—
—
—
Worldwide Plaza (4)
Worldwide Plaza (4)
24.95 %
24.95 %
November 2027
November 2027
November 2027
November 2027
3.98%
3.98%
1,200,000
1,200,000
299,400
299,400
1,200,000
1,200,000
299,400
299,400
280 Park Avenue
280 Park Avenue
21 East 66th Street
21 East 66th Street
Total fixed rate debt
Total fixed rate debt
Floating Rate Debt:
Floating Rate Debt:
—
—
—
—
—
—
—
—
1,200,000
1,200,000
600,000
600,000
12,000
12,000
3,874
3,874
$
$
12,000,559 $ 6,053,808 $
12,000,559 $ 6,053,808 $
10,855,657 $ 5,478,032
10,855,657 $ 5,478,032
11 West 34th Street (4)
11 West 34th Street (4)
30.00 % February 2023 (9)
30.00 % February 2023 (9)
February 2023 (9) L+ 1.45% $
February 2023 (9) L+ 1.45% $
23,000 $
23,000 $
6,900 $
6,900 $
23,000 $
23,000 $
6,900
6,900
650 Fifth Avenue (4)
650 Fifth Avenue (4)
50.00 %
50.00 %
October 2023 (6)
October 2023 (6)
January 2024 (6)
January 2024 (6)
S+ 2.25%
S+ 2.25%
210,000
210,000
105,000
105,000
210,000
210,000
105,000
105,000
2 Herald Square (4)(10)
2 Herald Square (4)(10)
51.00 % November 2023(10) November 2023(10)
51.00 % November 2023(10) November 2023(10)
S+ 2.06%
S+ 2.06%
182,500
182,500
93,075
93,075
182,500
182,500
93,075
93,075
100 Park Avenue
100 Park Avenue
15 Beekman (12)
15 Beekman (12)
1552 Broadway (4)
1552 Broadway (4)
5 Times Square (4)
5 Times Square (4)
49.90 %
49.90 %
January 2024 (11)
January 2024 (11)
20.00 %
20.00 %
January 2024 (13)
January 2024 (13)
December 2025
December 2025
S+ 2.36%
S+ 2.36%
360,000
360,000
179,640
179,640
360,000
360,000
179,640
179,640
July 2025
July 2025
S+ 1.61%
S+ 1.61%
124,137
124,137
24,827
24,827
86,738
86,738
17,348
17,348
50.00 %
50.00 %
February 2024
February 2024
February 2024
February 2024
S+ 2.75%
S+ 2.75%
193,133
193,133
96,567
96,567
193,132
193,132
96,566
96,566
31.55 %
31.55 %
September 2024
September 2024
September 2026
September 2026
S+ 5.65%
S+ 5.65%
610,010
610,010
192,458
192,458
495,924
495,924
156,464
156,464
280 Park Avenue
280 Park Avenue
50.00 %
50.00 %
September 2024
September 2024
September 2024
September 2024
S+ 2.03%
S+ 2.03%
1,200,000
1,200,000
600,000
600,000
21 East 66th Street
21 East 66th Street
115 Spring Street
115 Spring Street
121 Greene Street
121 Greene Street
Total floating rate debt
Total floating rate debt
Total joint venture mortgages and other loans payable
Total joint venture mortgages and other loans payable
Deferred financing costs, net
Deferred financing costs, net
—
—
—
—
—
—
—
—
—
—
—
—
—
—
586
586
—
—
188
188
65,550
65,550
33,431
33,431
12,550
12,550
6,275
6,275
$
$
2,902,780 $ 1,298,467 $
2,902,780 $ 1,298,467 $
1,629,980 $ 694,887
1,629,980 $ 694,887
$
$
14,903,339 $ 7,352,275 $
14,903,339 $ 7,352,275 $
12,485,637 $ 6,172,919
12,485,637 $ 6,172,919
(104,062)
(104,062)
(54,865)
(54,865)
(136,683)
(136,683)
(66,910)
(66,910)
Total joint venture mortgages and other loans payable, net
Total joint venture mortgages and other loans payable, net
$
$
14,799,277 $ 7,297,410 $
14,799,277 $ 7,297,410 $
12,348,954 $ 6,106,009
12,348,954 $ 6,106,009
(1)
(1)
Economic interest represents the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic interests, if any,
Economic interest represents the Company's interests in the joint venture as of December 31, 2023. Changes in ownership or economic interests, if any,
within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
(2)
(2)
Reflects exercise of all available options. The ability to exercise extension options may be subject to certain conditions, including meeting tests based on the
Reflects exercise of all available options. The ability to exercise extension options may be subject to certain conditions, including meeting tests based on the
operating performance of the property.
operating performance of the property.
(3)
(3)
Interest rates as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated
Interest rates as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated
spread over Term SOFR ("S").
spread over Term SOFR ("S").
Included in the Company's alternative strategy portfolio.
Included in the Company's alternative strategy portfolio.
The asset was sold and associated debt repaid in January 2024.
The asset was sold and associated debt repaid in January 2024.
(4)
(4)
(5)
(5)
(6)
(6)
In January 2024, the maturity date of the loan was extended by two months to March 2024.
In January 2024, the maturity date of the loan was extended by two months to March 2024.
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to
certain of our joint ventures. We earned $21.1 million, $24.0 million and $19.6 million from these services, net of our ownership
certain of our joint ventures. We earned $21.1 million, $24.0 million and $19.6 million from these services, net of our ownership
share of the joint ventures, for the years ended December 31, 2023, 2022, and 2021, respectively. In addition, we have the ability to
share of the joint ventures, for the years ended December 31, 2023, 2022, and 2021, respectively. In addition, we have the ability to
earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.
earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.
The combined balance sheets for the unconsolidated joint ventures, as of December 31, 2023 and 2022, are as follows (in
The combined balance sheets for the unconsolidated joint ventures, as of December 31, 2023 and 2022, are as follows (in
One Vanderbilt Avenue
One Vanderbilt Avenue
71.01 %
71.01 %
July 2031
July 2031
July 2031
July 2031
2.95%
2.95%
3,000,000
3,000,000
2,130,300
2,130,300
3,000,000
3,000,000
2,130,300
2,130,300
Tenant and other receivables, related party receivables, and deferred rents receivable
Tenant and other receivables, related party receivables, and deferred rents receivable
Other assets
Other assets
thousands):
thousands):
Assets (1)
Commercial real estate property, net
Assets (1)
Commercial real estate property, net
Cash and restricted cash
Cash and restricted cash
Total assets
Total assets
Liabilities and equity (1)
Mortgages and other loans payable, net
Liabilities and equity (1)
Mortgages and other loans payable, net
Deferred revenue
Deferred revenue
Lease liabilities
Lease liabilities
Other liabilities
Other liabilities
Equity
Equity
Total liabilities and equity
Total liabilities and equity
Company's investments in unconsolidated joint ventures
Company's investments in unconsolidated joint ventures
December 31, 2023 December 31, 2022
December 31, 2023 December 31, 2022
$
$
18,467,340 $
18,467,340 $
15,989,642
15,989,642
656,038
656,038
673,532
673,532
709,299
709,299
601,552
601,552
2,584,765
2,584,765
2,551,426
2,551,426
$
$
22,381,675 $
22,381,675 $
19,851,919
19,851,919
$
$
14,799,277 $
14,799,277 $
12,348,954
12,348,954
1,108,180
1,108,180
990,276
990,276
447,705
447,705
5,036,237
5,036,237
1,077,901
1,077,901
1,000,356
1,000,356
456,537
456,537
4,968,171
4,968,171
$
$
$
$
22,381,675 $
22,381,675 $
19,851,919
19,851,919
2,983,313 $
2,983,313 $
3,190,137
3,190,137
(1)
(1)
As of December 31, 2023, $545.6 million of net unamortized basis differences between the amount at which our investments are carried and our share of
equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining
life of the underlying items having given rise to the differences.
As of December 31, 2023, $545.6 million of net unamortized basis differences between the amount at which our investments are carried and our share of
equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining
life of the underlying items having given rise to the differences.
60
60
61
61
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Table of Contents
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended
7. Deferred Costs
December 31, 2023, 2022, and 2021 are as follows (unaudited, in thousands):
December 31, 2023, 2022, and 2021 are as follows (unaudited, in thousands):
Deferred costs as of December 31, 2023 and 2022 consisted of the following (in thousands):
Total revenues
Total revenues
Operating expenses
Operating expenses
Real estate taxes
Real estate taxes
Operating lease rent
Operating lease rent
Interest expense, net of interest income
Interest expense, net of interest income
Amortization of deferred financing costs
Amortization of deferred financing costs
Depreciation and amortization
Depreciation and amortization
Total expenses
Total expenses
Loss on early extinguishment of debt
Loss on early extinguishment of debt
Net loss before (loss) gain on sale
Net loss before (loss) gain on sale
Company's equity in net loss from unconsolidated joint ventures
Company's equity in net loss from unconsolidated joint ventures
Year Ended December 31,
Year Ended December 31,
2023
2023
2022
2022
2021
2021
$
$
1,525,044 $
1,525,044 $
1,339,364 $
1,339,364 $
1,228,364
1,228,364
253,630
253,630
287,462
287,462
29,048
29,048
574,032
574,032
28,157
28,157
516,466
516,466
240,002
240,002
252,806
252,806
26,152
26,152
431,865
431,865
27,754
27,754
465,100
465,100
203,332
203,332
225,104
225,104
22,576
22,576
342,910
342,910
31,423
31,423
484,130
484,130
$
$
1,688,795 $
1,688,795 $
1,443,679 $
1,443,679 $
1,309,475
1,309,475
—
—
(467)
(467)
(2,017)
(2,017)
$
$
$
$
(163,751) $
(163,751) $
(104,782) $
(104,782) $
(83,128)
(83,128)
(76,509) $
(76,509) $
(57,958) $
(57,958) $
(55,402)
(55,402)
Deferred leasing costs
Less: accumulated amortization
Deferred costs, net
8. Mortgages and Other Loans Payable
December 31, 2023
December 31, 2022
$
$
399,224 $
(287,761)
111,463 $
407,188
(286,031)
121,157
The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt
investments as of December 31, 2023 and 2022, respectively, were as follows (dollars in thousands):
Maturity Date
Final Maturity
Date (1)
Interest
Rate (2)
December 31, 2023 December 31, 2022
Property
Fixed Rate Debt:
420 Lexington Avenue
100 Church Street
7 Dey / 185 Broadway
Landmark Square
485 Lexington Avenue
719 Seventh Avenue
245 Park Avenue
Total fixed rate debt
Floating Rate Debt:
690 Madison Avenue (3)
719 Seventh Avenue (3)
7 Dey / 185 Broadway
Total floating rate debt
October 2024
October 2040
3.99% $
277,238 $
June 2025
June 2027
November 2025 November 2026
January 2027
January 2027
February 2027
February 2027
5.89%
6.65%
4.90%
4.25%
370,000
190,148
100,000
450,000
—
—
$
1,387,386 $
July 2024
July 2025 S+ 0.50% $
60,000 $
December 2024 December 2024 S+ 1.31%
283,064
370,000
200,000
100,000
450,000
50,000
1,712,750
3,165,814
60,000
—
10,148
70,148
50,000
—
110,000 $
$
$
$
1,497,386 $
3,235,962
(6,067)
(8,399)
1,491,319 $
3,227,563
Total mortgages and other loans payable
Deferred financing costs, net of amortization
Total mortgages and other loans payable, net
the property.
(1)
(2)
(3)
spread over Term SOFR ("S"), unless otherwise specified.
Included in the Company's alternative strategy portfolio.
Reflects exercise of all available options. The ability to exercise extension options may be subject to certain tests based on the operating performance of
Interest rate as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated
As of December 31, 2023 and 2022, the gross book value of the properties collateralizing the mortgages and other loans
payable was approximately $1.9 billion and $3.8 billion, respectively.
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Table of Contents
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended
7. Deferred Costs
December 31, 2023, 2022, and 2021 are as follows (unaudited, in thousands):
December 31, 2023, 2022, and 2021 are as follows (unaudited, in thousands):
Deferred costs as of December 31, 2023 and 2022 consisted of the following (in thousands):
Deferred leasing costs
Less: accumulated amortization
Deferred costs, net
8. Mortgages and Other Loans Payable
December 31, 2023
December 31, 2022
$
$
399,224 $
(287,761)
111,463 $
407,188
(286,031)
121,157
The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt
investments as of December 31, 2023 and 2022, respectively, were as follows (dollars in thousands):
Total revenues
Total revenues
Operating expenses
Operating expenses
Real estate taxes
Real estate taxes
Operating lease rent
Operating lease rent
Interest expense, net of interest income
Interest expense, net of interest income
Amortization of deferred financing costs
Amortization of deferred financing costs
Depreciation and amortization
Depreciation and amortization
Total expenses
Total expenses
Loss on early extinguishment of debt
Loss on early extinguishment of debt
Net loss before (loss) gain on sale
Net loss before (loss) gain on sale
Year Ended December 31,
Year Ended December 31,
2023
2023
2022
2022
2021
2021
$
$
1,525,044 $
1,525,044 $
1,339,364 $
1,339,364 $
1,228,364
1,228,364
253,630
253,630
287,462
287,462
29,048
29,048
574,032
574,032
28,157
28,157
516,466
516,466
240,002
240,002
252,806
252,806
26,152
26,152
431,865
431,865
27,754
27,754
465,100
465,100
203,332
203,332
225,104
225,104
22,576
22,576
342,910
342,910
31,423
31,423
484,130
484,130
$
$
1,688,795 $
1,688,795 $
1,443,679 $
1,443,679 $
1,309,475
1,309,475
—
—
(467)
(467)
(2,017)
(2,017)
(163,751) $
(163,751) $
(104,782) $
(104,782) $
(83,128)
(83,128)
$
$
$
$
Company's equity in net loss from unconsolidated joint ventures
Company's equity in net loss from unconsolidated joint ventures
(76,509) $
(76,509) $
(57,958) $
(57,958) $
(55,402)
(55,402)
Maturity Date
Final Maturity
Date (1)
Interest
Rate (2)
December 31, 2023 December 31, 2022
Property
Fixed Rate Debt:
420 Lexington Avenue
100 Church Street
7 Dey / 185 Broadway
Landmark Square
485 Lexington Avenue
719 Seventh Avenue
245 Park Avenue
Total fixed rate debt
Floating Rate Debt:
690 Madison Avenue (3)
719 Seventh Avenue (3)
7 Dey / 185 Broadway
Total floating rate debt
Total mortgages and other loans payable
Deferred financing costs, net of amortization
Total mortgages and other loans payable, net
October 2024
October 2040
3.99% $
277,238 $
June 2025
June 2027
November 2025 November 2026
January 2027
January 2027
February 2027
February 2027
5.89%
6.65%
4.90%
4.25%
370,000
190,148
100,000
450,000
—
—
$
1,387,386 $
July 2024
July 2025 S+ 0.50% $
60,000 $
December 2024 December 2024 S+ 1.31%
$
$
$
50,000
—
110,000 $
1,497,386 $
3,235,962
(6,067)
(8,399)
1,491,319 $
3,227,563
283,064
370,000
200,000
100,000
450,000
50,000
1,712,750
3,165,814
60,000
—
10,148
70,148
(1)
(2)
(3)
Reflects exercise of all available options. The ability to exercise extension options may be subject to certain tests based on the operating performance of
the property.
Interest rate as of December 31, 2023, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated
spread over Term SOFR ("S"), unless otherwise specified.
Included in the Company's alternative strategy portfolio.
As of December 31, 2023 and 2022, the gross book value of the properties collateralizing the mortgages and other loans
payable was approximately $1.9 billion and $3.8 billion, respectively.
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
9. Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was
previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012.
As of December 31, 2023, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan
(or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027,
and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15,
2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at
any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by
obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2023, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points
with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans
under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points
to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long
term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than
two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where
there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the
applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2023, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit
facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 165 basis points for Term
Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the
revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As
of December 31, 2023, the facility fee was 30 basis points.
As of December 31, 2023, we had $2.0 million of outstanding letters of credit, $560.0 million drawn under the revolving
credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $688.0 million under
the 2021 credit facility. As of December 31, 2023 and December 31, 2022, the revolving credit facility had a carrying value of
$554.8 million and $443.2 million, respectively, net of deferred financing costs. As of December 31, 2023 and December 31,
2022, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
2022 Term Loan
In October 2022, we entered into a term loan agreement, referred to as the 2022 term loan. The 2022 term loan was repaid
in full in September 2023. The 2022 term loan consisted of a $425.0 million term loan with a maturity date of October 6, 2023.
The 2022 term loan had one six-month as-of-right extension option to April 6, 2024. We also had an option, subject to
customary conditions, to increase the capacity of the 2022 term loan to $500.0 million on or before January 7, 2023 without the
consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. In
January 2023, the 2022 term loan was increased by $25.0 million to $425.0 million.
The 2022 term loan bore interest at a spread over adjusted Term SOFR plus 10 basis points, ranging from 100 basis
points to 180 basis points, in each case based on the credit rating assigned to the senior unsecured long-term indebtedness of the
Company. In instances where there were either only two ratings available or where there was more than two and the difference
between them was one rating category, the applicable rating was the highest rating. In instances where there were more than
two ratings and the difference between the highest and the lowest were two or more rating categories, then the applicable rating
used was the average of the highest two, rounded down if the average was not a recognized category. As of December 31, 2022,
the 2022 term loan had a carrying value of $398.2 million, net of deferred financing costs.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2023 and 2022,
respectively, by scheduled maturity date (dollars in thousands):
December 31, 2023
December 31, 2022
Issuance
December 17, 2015 (2)
Deferred financing costs, net
Unpaid Principal
Balance
Accreted
Balance
Accreted
Balance
$
$
$
100,000 $
100,000 $
—
100,000 $
100,000 $
(205)
100,000 $
99,795 $
100,000
100,000
(308)
99,692
Interest rate as of December 31, 2023.
(1)
(2)
Issued by the Company and the Operating Partnership as co-obligors in a private placement.
Restrictive Covenants
Initial
Term
Interest Rate (1)
(in Years) Maturity Date
4.27 %
10 December 2025
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may
limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur
liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios
relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a
maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered
asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing,
make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify
as a REIT for Federal income tax purposes. As of December 31, 2023 and 2022, we were in compliance with all such
covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities
through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating
Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term
SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises
its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in
whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we
are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance
sheets and the related payments are classified as interest expense.
Principal Maturities
Combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, trust preferred
securities, senior unsecured notes and our share of joint venture debt as of December 31, 2023, including as-of-right extension
options, were as follows (in thousands):
Scheduled
Amortization
Principal
Revolving
Credit
Facility
Unsecured
Term Loans
Trust
Preferred
Securities
Senior
Unsecured
Notes
Total
$
4,488 $ 382,750 $
— $ 200,000 $
— $
— $ 587,238 $ 1,822,978
—
—
—
—
—
370,000
190,148
550,000
—
—
560,000
1,050,000
—
—
—
—
—
—
—
—
—
—
—
—
100,000
100,000
470,000
1,670,861
—
—
—
—
190,148
542,968
2,160,000
1,185,168
—
—
100,000
2,130,300
$
4,488 $ 1,492,898 $ 560,000 $ 1,250,000 $ 100,000 $ 100,000 $ 3,507,386 $ 7,352,275
Company's
Share of
Joint
Venture
Debt
2024
2025
2026
2027
2028
Thereafter
Total
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
9. Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was
previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012.
As of December 31, 2023, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan
(or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027,
and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15,
2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at
any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by
obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2023, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points
with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans
under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points
to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long
term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than
two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where
there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the
applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2023, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit
facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 165 basis points for Term
Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the
revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As
of December 31, 2023, the facility fee was 30 basis points.
As of December 31, 2023, we had $2.0 million of outstanding letters of credit, $560.0 million drawn under the revolving
credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $688.0 million under
the 2021 credit facility. As of December 31, 2023 and December 31, 2022, the revolving credit facility had a carrying value of
$554.8 million and $443.2 million, respectively, net of deferred financing costs. As of December 31, 2023 and December 31,
2022, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
2022 Term Loan
In October 2022, we entered into a term loan agreement, referred to as the 2022 term loan. The 2022 term loan was repaid
in full in September 2023. The 2022 term loan consisted of a $425.0 million term loan with a maturity date of October 6, 2023.
The 2022 term loan had one six-month as-of-right extension option to April 6, 2024. We also had an option, subject to
customary conditions, to increase the capacity of the 2022 term loan to $500.0 million on or before January 7, 2023 without the
consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. In
January 2023, the 2022 term loan was increased by $25.0 million to $425.0 million.
The 2022 term loan bore interest at a spread over adjusted Term SOFR plus 10 basis points, ranging from 100 basis
points to 180 basis points, in each case based on the credit rating assigned to the senior unsecured long-term indebtedness of the
Company. In instances where there were either only two ratings available or where there was more than two and the difference
between them was one rating category, the applicable rating was the highest rating. In instances where there were more than
two ratings and the difference between the highest and the lowest were two or more rating categories, then the applicable rating
used was the average of the highest two, rounded down if the average was not a recognized category. As of December 31, 2022,
the 2022 term loan had a carrying value of $398.2 million, net of deferred financing costs.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2023 and 2022,
respectively, by scheduled maturity date (dollars in thousands):
December 31, 2023
December 31, 2022
Issuance
December 17, 2015 (2)
Deferred financing costs, net
Unpaid Principal
Balance
Accreted
Balance
Accreted
Balance
$
$
$
100,000 $
100,000 $
—
100,000 $
100,000 $
(205)
100,000 $
99,795 $
100,000
100,000
(308)
99,692
(1)
(2)
Interest rate as of December 31, 2023.
Issued by the Company and the Operating Partnership as co-obligors in a private placement.
Restrictive Covenants
Interest Rate (1)
4.27 %
Initial
Term
(in Years) Maturity Date
10 December 2025
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may
limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur
liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios
relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a
maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered
asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing,
make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify
as a REIT for Federal income tax purposes. As of December 31, 2023 and 2022, we were in compliance with all such
covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities
through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating
Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term
SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises
its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in
whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we
are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance
sheets and the related payments are classified as interest expense.
Principal Maturities
Combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, trust preferred
securities, senior unsecured notes and our share of joint venture debt as of December 31, 2023, including as-of-right extension
options, were as follows (in thousands):
Scheduled
Amortization
Principal
Revolving
Credit
Facility
Unsecured
Term Loans
Trust
Preferred
Securities
Senior
Unsecured
Notes
Total
Company's
Share of
Joint
Venture
Debt
2024
2025
2026
2027
2028
Thereafter
Total
$
4,488 $ 382,750 $
— $ 200,000 $
— $
— $ 587,238 $ 1,822,978
—
—
—
—
—
370,000
190,148
550,000
—
—
—
—
—
—
560,000
1,050,000
—
—
—
—
—
—
—
—
100,000
100,000
470,000
1,670,861
—
—
—
—
190,148
542,968
2,160,000
1,185,168
—
—
100,000
2,130,300
$
4,488 $ 1,492,898 $ 560,000 $ 1,250,000 $ 100,000 $ 100,000 $ 3,507,386 $ 7,352,275
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
Interest expense before capitalized interest
$
228,840 $
166,493 $
145,197
Year Ended December 31,
2022
2021
2023
ended December 31, 2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which
$26.2 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our
consolidated statements of operations. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under
the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net loss
from unconsolidated joint ventures in our consolidated statements of operations. See Note 20, "Commitments and
Interest on financing leases
Interest capitalized
Amortization of discount on assumed debt
Interest income
Interest expense, net
10. Related Party Transactions
4,446
(95,980)
2,842
(3,034)
4,555
(82,444)
1,855
(986)
$
137,114 $
89,473 $
5,448
(78,365)
—
(1,389)
70,891
Cleaning/ Security/ Messenger and Restoration Services
Prior to 2023, Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties
owned by us, were previously partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the
chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality,
Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security,
messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide
cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking
such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit
participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base
services specified in their lease agreements.
Income earned from the profit participation prior to 2023, which is included in Other income on the consolidated
statements of operations, was $1.4 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. We
also recorded expenses, inclusive of capitalized expenses, of $8.6 million and $14.0 million for these services (excluding
services provided directly to tenants) for the years ended December 31, 2022 and 2021, respectively.
One Vanderbilt Avenue Investment
Partnership.
Our Chairman and CEO, Marc Holliday, and our former President, Andrew Mathias, made investments in our One
Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt), which entitles Mr. Holliday and Mr. Mathias to
receive approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on
account of SUMMIT One Vanderbilt, of any profits realized by the Company from its One Vanderbilt project in excess of the
Company's capital contributions. Mr. Holliday and Mr. Mathias paid $1.4 million and $1.0 million, respectively, which equaled
the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an
independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three
years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase
these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the
right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain
separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service
with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value
being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser.
In 2022, stabilization of the property (but not SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and
Mathias exercised their rights to tender 50% of their interests in the property (but not SUMMIT One Vanderbilt) for liquidation
values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain
floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space.
For the years ended December 31, 2023 and 2022 we recorded $3.0 million and $3.0 million, respectively, of rent expense
under the lease. Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One
Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the year
Contingencies."
Other
thousands):
Due from joint ventures
Other
Related party receivables
We are entitled to receive fees for providing management, leasing, construction supervision, and asset management
services to certain of our joint ventures as further described in Note 6, "Investments in Unconsolidated Joint Ventures."
Amounts due from joint ventures and related parties as of December 31, 2023 and 2022 consisted of the following (in
December 31, 2023
December 31, 2022
$
$
10,603 $
1,565
12,168 $
26,812
540
27,352
11. Noncontrolling Interests on the Company's Consolidated Financial Statements
Noncontrolling interests represent the common and preferred units of limited partnership interest in the Operating
Partnership not held by the Company as well as third party equity interests in our other consolidated subsidiaries.
Noncontrolling interests in the Operating Partnership are shown in the mezzanine equity while the noncontrolling interests in
our other consolidated subsidiaries are shown in the equity section of the Company’s consolidated financial statements.
Common Units of Limited Partnership Interest in the Operating Partnership
As of December 31, 2023 and 2022, the noncontrolling interest unit holders owned 5.75%, or 3,949,448 units, and
5.39%, or 3,670,343 units, of the Operating Partnership, respectively. As of December 31, 2023, 3,949,448 shares of our
common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating
Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based
on the closing stock price of our common stock at the end of the reporting period.
Below is a summary of the activity relating to the noncontrolling interests in the Operating Partnership for the years ended
December 31, 2023 and 2022 (in thousands):
Balance at beginning of period
Distributions
Issuance of common units
Redemption and conversion of common units
Net loss
Accumulated other comprehensive income allocation
Fair value adjustment
Balance at end of period
December 31, 2023
December 31, 2022
$
269,993 $
(14,779)
25,365
(18,589)
(37,465)
(1,960)
15,486
$
238,051 $
344,252
(16,272)
22,855
(40,901)
(5,794)
5,827
(39,974)
269,993
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
Interest expense before capitalized interest
$
228,840 $
166,493 $
145,197
Year Ended December 31,
2023
2022
2021
4,446
(95,980)
2,842
(3,034)
4,555
(82,444)
1,855
(986)
$
137,114 $
89,473 $
5,448
(78,365)
—
(1,389)
70,891
Interest on financing leases
Interest capitalized
Amortization of discount on assumed debt
Interest income
Interest expense, net
10. Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Prior to 2023, Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties
owned by us, were previously partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the
chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality,
Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security,
messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide
cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking
such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit
participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base
services specified in their lease agreements.
Income earned from the profit participation prior to 2023, which is included in Other income on the consolidated
statements of operations, was $1.4 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. We
also recorded expenses, inclusive of capitalized expenses, of $8.6 million and $14.0 million for these services (excluding
services provided directly to tenants) for the years ended December 31, 2022 and 2021, respectively.
One Vanderbilt Avenue Investment
Our Chairman and CEO, Marc Holliday, and our former President, Andrew Mathias, made investments in our One
Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt), which entitles Mr. Holliday and Mr. Mathias to
receive approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on
account of SUMMIT One Vanderbilt, of any profits realized by the Company from its One Vanderbilt project in excess of the
Company's capital contributions. Mr. Holliday and Mr. Mathias paid $1.4 million and $1.0 million, respectively, which equaled
the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an
independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three
years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase
these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the
right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain
separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service
with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value
being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser.
In 2022, stabilization of the property (but not SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and
Mathias exercised their rights to tender 50% of their interests in the property (but not SUMMIT One Vanderbilt) for liquidation
values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain
floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space.
For the years ended December 31, 2023 and 2022 we recorded $3.0 million and $3.0 million, respectively, of rent expense
under the lease. Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One
Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the year
ended December 31, 2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which
$26.2 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our
consolidated statements of operations. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under
the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net loss
from unconsolidated joint ventures in our consolidated statements of operations. See Note 20, "Commitments and
Contingencies."
Other
We are entitled to receive fees for providing management, leasing, construction supervision, and asset management
services to certain of our joint ventures as further described in Note 6, "Investments in Unconsolidated Joint Ventures."
Amounts due from joint ventures and related parties as of December 31, 2023 and 2022 consisted of the following (in
thousands):
Due from joint ventures
Other
Related party receivables
December 31, 2023
December 31, 2022
$
$
10,603 $
1,565
12,168 $
26,812
540
27,352
11. Noncontrolling Interests on the Company's Consolidated Financial Statements
Noncontrolling interests represent the common and preferred units of limited partnership interest in the Operating
Partnership not held by the Company as well as third party equity interests in our other consolidated subsidiaries.
Noncontrolling interests in the Operating Partnership are shown in the mezzanine equity while the noncontrolling interests in
our other consolidated subsidiaries are shown in the equity section of the Company’s consolidated financial statements.
Common Units of Limited Partnership Interest in the Operating Partnership
As of December 31, 2023 and 2022, the noncontrolling interest unit holders owned 5.75%, or 3,949,448 units, and
5.39%, or 3,670,343 units, of the Operating Partnership, respectively. As of December 31, 2023, 3,949,448 shares of our
common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating
Partnership.
Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based
on the closing stock price of our common stock at the end of the reporting period.
Below is a summary of the activity relating to the noncontrolling interests in the Operating Partnership for the years ended
December 31, 2023 and 2022 (in thousands):
Balance at beginning of period
Distributions
Issuance of common units
Redemption and conversion of common units
Net loss
Accumulated other comprehensive income allocation
Fair value adjustment
Balance at end of period
December 31, 2023
December 31, 2022
$
269,993 $
(14,779)
25,365
(18,589)
(37,465)
(1,960)
15,486
$
238,051 $
344,252
(16,272)
22,855
(40,901)
(5,794)
5,827
(39,974)
269,993
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2023:
Issuance
Series A (4)
Series F
Series K
Series L
Series R
Series S
Series V (5)
Series W (6)
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Preferred Units of Limited Partnership Interest in the Operating Partnership
Share Repurchase Program
Below is a summary of the preferred units of limited partnership interest in the Operating Partnership as of December 31,
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we can buy shares
Stated
Distribution
Rate
Number of
Units
Authorized
Number of
Units Issued
Number of
Units
Outstanding
Annual
Dividend
Per Unit(1)
Liquidation
Preference
Per Unit(2)
Conversion
Price Per
Unit(3)
Date of
Issuance
5.00 %
109,161
109,161
109,161 $
50.0000 $ 1,000.00 $
—
August 2015
for the years ended December 31, 2023, 2022 and 2021 as follows:
of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share
repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and
fourth quarter of 2020 bringing the total program size to $3.5 billion.
The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
341,677
372,634
400,000
60
70.0000
1,000.00
29.12
January 2007
7.00 %
60
3.50 %
700,000
4.00 %
500,000
3.50 %
400,000
60
563,954
378,634
400,000
(6)
1
1
1
(6)
(6)
(6)
January 2020
4.00 % 1,077,280
1,077,280
1,077,280
5.00 %
40,000
40,000
40,000
0.8750
1.0000
0.8750
1.0000
1.2500
25.00
25.00
25.00
25.00
25.00
134.67
—
154.89
—
—
August 2014
August 2014
August 2015
August 2015
May 2019
Period
Year ended 2021
Year ended 2022
Year ended 2023
Perpetual Preferred Stock
Shares repurchased
Average price paid per
4,474,649
1,971,092
—
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
34,136,627
36,107,719
36,107,719
share
$75.44
$76.69
$—
We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock,
outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual
dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are
entitled to redeem the Series I Preferred Stock at any time, in whole or from time to time in part, at par for cash. In August
2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of
underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for
9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I
Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2021, the Company filed a registration statement with the SEC for our dividend reinvestment and stock
purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments
and/or stock purchases under the DRSPP for the years ended December 31, 2023, 2022, and 2021, respectively (dollars in
Dividend reinvestments/stock purchases under the DRSPP
$
525 $
525 $
Year Ended December 31,
2023
2022
2021
17,180
10,839
10,387
738
We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that
determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid).
Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-
average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur
from share equivalent activity.
(1)
(2)
(3)
(4)
(5)
(6)
Dividends are cumulative, subject to certain provisions.
Units are redeemable at any time at par for cash at the option of the unit holder unless otherwise specified.
If applicable, units are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation
preference plus accumulated and unpaid distributions on the conversion date divided by (ii) the amount shown in the table.
Issued through a consolidated subsidiary. The units are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership
interest, or the Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, after July 15, 2024 at the
option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Subsidiary Series B Preferred Unit. As such,
no Subsidiary Series B Preferred Units have been issued as of December 31, 2023.
The Series V Preferred Units are redeemable at any time after January 1, 2025 at par for cash at the option of the unit holder.
The Series W preferred unit was issued in January 2020 in exchange for the then-outstanding Series O preferred unit. The holder of the Series W
preferred unit is entitled to quarterly dividends in an amount calculated as (i) 1,350 multiplied by (ii) the current distribution per common unit of limited
partnership in SL Green Operating Partnership. The holder has the right to require the Operating Partnership to repurchase the Series W unit for cash, or
convert the Series W unit for Class B units, in each case at a price that is determined based on the closing price of the Company's common stock at the
time such right is exercised. The unit's liquidation preference is the fair market value of the unit plus accrued distributions at the time of a liquidation
event.
Below is a summary of the activity relating to the preferred units in the Operating Partnership for the years ended
common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
December 31, 2023 and 2022 (in thousands):
Balance at beginning of period
Issuance of preferred units
Redemption of preferred units
Dividends paid on preferred units
Accrued dividends on preferred units
Balance at end of period
12. Stockholders’ Equity of the Company
Common Stock
December 31, 2023 December 31, 2022
$
177,943 $
196,075
thousands):
—
(11,700)
(6,271)
6,529
$
166,501 $
—
(17,967)
(6,198)
6,033
177,943
Shares of common stock issued
Earnings per Share
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares
of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000
shares of preferred stock, par value $0.01 per share. As of December 31, 2023, 64,726,253 shares of common stock and no
shares of excess stock were issued and outstanding.
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Preferred Units of Limited Partnership Interest in the Operating Partnership
Share Repurchase Program
5.00 %
109,161
109,161
109,161 $
50.0000 $ 1,000.00 $
—
August 2015
for the years ended December 31, 2023, 2022 and 2021 as follows:
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we can buy shares
of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share
repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and
fourth quarter of 2020 bringing the total program size to $3.5 billion.
The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
Period
Year ended 2021
Year ended 2022
Year ended 2023
Perpetual Preferred Stock
Shares repurchased
Average price paid per
share
4,474,649
1,971,092
—
$75.44
$76.69
$—
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
34,136,627
36,107,719
36,107,719
We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock,
outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual
dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are
entitled to redeem the Series I Preferred Stock at any time, in whole or from time to time in part, at par for cash. In August
2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of
underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for
9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I
Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2021, the Company filed a registration statement with the SEC for our dividend reinvestment and stock
purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our
common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments
and/or stock purchases under the DRSPP for the years ended December 31, 2023, 2022, and 2021, respectively (dollars in
thousands):
Year Ended December 31,
2022
2021
2023
Shares of common stock issued
17,180
10,839
Dividend reinvestments/stock purchases under the DRSPP
$
525 $
525 $
10,387
738
Earnings per Share
We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that
determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid).
Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-
average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur
from share equivalent activity.
Below is a summary of the preferred units of limited partnership interest in the Operating Partnership as of December 31,
2023:
Issuance
Series A (4)
Series F
Series K
Series L
Series R
Series S
Series V (5)
Series W (6)
Stated
Distribution
Rate
Number of
Units
Authorized
Number of
Units Issued
Number of
Units
Outstanding
Annual
Dividend
Per Unit(1)
Liquidation
Preference
Per Unit(2)
Conversion
Price Per
Unit(3)
Date of
Issuance
7.00 %
60
3.50 %
700,000
4.00 %
500,000
3.50 %
400,000
60
563,954
378,634
400,000
341,677
372,634
400,000
4.00 % 1,077,280
1,077,280
1,077,280
5.00 %
40,000
40,000
40,000
60
70.0000
1,000.00
29.12
January 2007
0.8750
1.0000
0.8750
1.0000
1.2500
25.00
25.00
25.00
25.00
25.00
134.67
August 2014
—
August 2014
154.89
August 2015
—
—
August 2015
May 2019
(6)
1
1
1
(6)
(6)
(6)
January 2020
(1)
(2)
(3)
(4)
(5)
(6)
Dividends are cumulative, subject to certain provisions.
Units are redeemable at any time at par for cash at the option of the unit holder unless otherwise specified.
If applicable, units are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation
preference plus accumulated and unpaid distributions on the conversion date divided by (ii) the amount shown in the table.
Issued through a consolidated subsidiary. The units are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership
interest, or the Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, after July 15, 2024 at the
option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Subsidiary Series B Preferred Unit. As such,
no Subsidiary Series B Preferred Units have been issued as of December 31, 2023.
The Series V Preferred Units are redeemable at any time after January 1, 2025 at par for cash at the option of the unit holder.
The Series W preferred unit was issued in January 2020 in exchange for the then-outstanding Series O preferred unit. The holder of the Series W
preferred unit is entitled to quarterly dividends in an amount calculated as (i) 1,350 multiplied by (ii) the current distribution per common unit of limited
partnership in SL Green Operating Partnership. The holder has the right to require the Operating Partnership to repurchase the Series W unit for cash, or
convert the Series W unit for Class B units, in each case at a price that is determined based on the closing price of the Company's common stock at the
time such right is exercised. The unit's liquidation preference is the fair market value of the unit plus accrued distributions at the time of a liquidation
event.
Below is a summary of the activity relating to the preferred units in the Operating Partnership for the years ended
December 31, 2023 and 2022 (in thousands):
Balance at beginning of period
Issuance of preferred units
Redemption of preferred units
Dividends paid on preferred units
Accrued dividends on preferred units
Balance at end of period
12. Stockholders’ Equity of the Company
Common Stock
December 31, 2023 December 31, 2022
$
177,943 $
196,075
—
(11,700)
(6,271)
6,529
$
166,501 $
—
(17,967)
(6,198)
6,033
177,943
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares
of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000
shares of preferred stock, par value $0.01 per share. As of December 31, 2023, 64,726,253 shares of common stock and no
shares of excess stock were issued and outstanding.
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green's earnings per share for the years ended December 31, 2023, 2022, and 2021 are computed as follows (in
Limited Partner Units
thousands):
Numerator
Basic Earnings:
Year Ended December 31,
2023
2022
2021
(Loss) income attributable to SL Green common stockholders
$
(579,509) $
(93,024) $
434,804
Less: distributed earnings allocated to participating securities
Less: undistributed earnings allocated to participating securities
(2,655)
—
(2,219)
—
(2,398)
(192)
Net (loss) income attributable to SL Green common stockholders (numerator for
basic earnings per share)
Add back: dilutive effect of earnings allocated to participating securities and
contingently issuable shares
Add back: undistributed earnings allocated to participating securities
Add back: effect of dilutive securities (redemption of units to common shares)
(Loss) income attributable to SL Green common stockholders (numerator for diluted
earnings per share)
$
(582,164) $
(95,243) $
432,214
computed as follows (in thousands):
—
—
—
—
(37,465)
(5,794)
2,039
192
25,457
Numerator
Basic Earnings:
$
(619,629) $
(101,037) $
459,902
earnings per unit)
Net (loss) income attributable to SLGOP common unitholders (numerator for diluted
Year Ended December 31,
2023
2022
2021
Denominator
Basic Shares:
Weighted average common stock outstanding
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares
Stock-based compensation plans
Contingently issuable shares
Year Ended December 31,
2023
2022
2021
63,809
63,917
65,740
4,163
—
—
4,012
—
—
3,987
705
337
70,769
Diluted weighted average common stock outstanding
67,972
67,929
The Company has excluded 1,273,417 common stock equivalents from the calculation of diluted shares outstanding for
the year ended December 31, 2023. The Company has excluded 1,682,236 and 948,017 of common stock equivalents from the
calculation of diluted shares outstanding for the years ended December 31, 2022 and 2021, respectively.
13. Partners' Capital of the Operating Partnership
The Company is the sole managing general partner of the Operating Partnership and as of December 31, 2023 owned
64,726,253 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units.
Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also
referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All
references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may
present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the
issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance).
Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash
equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of
cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock
outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the
economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the
quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a
distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred
Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such
Preferred Units.
Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income
(loss) and distributions.
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As of December 31, 2023, limited partners other than SL Green owned 5.75%, or 3,949,448 common units, of the
Operating Partnership.
Preferred Units
Earnings per Unit
Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s
Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”
The Operating Partnership's earnings per unit for the years ended December 31, 2023, 2022, and 2021 respectively are
Less: distributed earnings allocated to participating securities
Less: undistributed earnings allocated to participating securities
Net (loss) income attributable to SLGOP common unitholders (numerator for basic
earnings per unit)
Add back: dilutive effect of earnings allocated to participating securities and
contingently issuable shares
$
(616,974) $
(98,818) $
460,261
(2,655)
—
(2,219)
—
(2,398)
(192)
$
(619,629) $
(101,037) $
457,671
—
—
2,590
(Loss) income attributable to SLGOP common unitholders
$
(619,629) $
(101,037) $
460,261
Weighted average common units outstanding
67,972
67,929
69,667
Denominator
Basic units:
Effect of Dilutive Securities:
Stock-based compensation plans
Contingently issuable units
Diluted weighted average common units outstanding
Year Ended December 31,
2023
2022
2021
—
—
—
—
765
337
67,972
67,929
70,769
The Operating Partnership has excluded 1,273,417 common unit equivalents from the diluted units outstanding for the
years ended December 31, 2023. The Operating Partnership has excluded 1,682,236 and 948,017 common unit equivalents
from the diluted units outstanding for the years ended December 31, 2022 and 2021, respectively.
14. Share-based Compensation
We have share-based employee and director compensation plans. Our employees are compensated through the Operating
Partnership. Under each plan, whenever the Company issues common or preferred stock, the Operating Partnership issues an
equivalent number of units of limited partnership interest of a corresponding class to the Company.
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the
Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of
stockholders. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock,
phantom shares, dividend equivalent rights, cash-based awards and other equity-based awards. Subject to adjustments upon
certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted
under the 2005 Plan. Currently, different types of awards count against the limit on the number of fungible units differently,
with (1) full-value awards (i.e., those that deliver the full value of the award upon vesting, such as restricted stock) counting as
2.59 Fungible Units per share subject to such awards, (2) stock options, stock appreciation rights and other awards that do not
deliver full value and expire five years from the date of grant counting as 0.84 fungible units per share subject to such awards,
and (3) all other awards (e.g., 10-year stock options) counting as 1.0 fungible units per share subject to such awards. Awards
thousands):
Numerator
Basic Earnings:
(Loss) income attributable to SL Green common stockholders
$
(579,509) $
(93,024) $
434,804
Less: distributed earnings allocated to participating securities
Less: undistributed earnings allocated to participating securities
(2,655)
—
(2,219)
—
(2,398)
(192)
Net (loss) income attributable to SL Green common stockholders (numerator for
basic earnings per share)
Add back: dilutive effect of earnings allocated to participating securities and
contingently issuable shares
Add back: undistributed earnings allocated to participating securities
Add back: effect of dilutive securities (redemption of units to common shares)
(37,465)
(5,794)
(Loss) income attributable to SL Green common stockholders (numerator for diluted
earnings per share)
$
(619,629) $
(101,037) $
459,902
Denominator
Basic Shares:
Weighted average common stock outstanding
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares
Stock-based compensation plans
Contingently issuable shares
Year Ended December 31,
2023
2022
2021
63,809
63,917
65,740
4,163
—
—
4,012
—
—
3,987
705
337
70,769
Diluted weighted average common stock outstanding
67,972
67,929
The Company has excluded 1,273,417 common stock equivalents from the calculation of diluted shares outstanding for
the year ended December 31, 2023. The Company has excluded 1,682,236 and 948,017 of common stock equivalents from the
calculation of diluted shares outstanding for the years ended December 31, 2022 and 2021, respectively.
13. Partners' Capital of the Operating Partnership
The Company is the sole managing general partner of the Operating Partnership and as of December 31, 2023 owned
64,726,253 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units.
Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also
referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All
references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may
present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the
issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance).
Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash
equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of
cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock
outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the
economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the
quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a
distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred
Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such
Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income
Preferred Units.
(loss) and distributions.
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green's earnings per share for the years ended December 31, 2023, 2022, and 2021 are computed as follows (in
Limited Partner Units
Year Ended December 31,
2023
2022
2021
Operating Partnership.
Preferred Units
As of December 31, 2023, limited partners other than SL Green owned 5.75%, or 3,949,448 common units, of the
Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s
Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”
Earnings per Unit
The Operating Partnership's earnings per unit for the years ended December 31, 2023, 2022, and 2021 respectively are
$
(582,164) $
(95,243) $
432,214
computed as follows (in thousands):
—
—
—
—
2,039
192
25,457
Numerator
Basic Earnings:
Year Ended December 31,
2023
2022
2021
Net (loss) income attributable to SLGOP common unitholders (numerator for diluted
earnings per unit)
$
Less: distributed earnings allocated to participating securities
Less: undistributed earnings allocated to participating securities
(616,974) $
(98,818) $
460,261
(2,655)
—
(2,219)
—
(2,398)
(192)
Net (loss) income attributable to SLGOP common unitholders (numerator for basic
earnings per unit)
Add back: dilutive effect of earnings allocated to participating securities and
contingently issuable shares
$
(619,629) $
(101,037) $
457,671
—
—
2,590
(Loss) income attributable to SLGOP common unitholders
$
(619,629) $
(101,037) $
460,261
Denominator
Basic units:
Year Ended December 31,
2023
2022
2021
Weighted average common units outstanding
67,972
67,929
69,667
Effect of Dilutive Securities:
Stock-based compensation plans
Contingently issuable units
Diluted weighted average common units outstanding
—
—
—
—
765
337
67,972
67,929
70,769
The Operating Partnership has excluded 1,273,417 common unit equivalents from the diluted units outstanding for the
years ended December 31, 2023. The Operating Partnership has excluded 1,682,236 and 948,017 common unit equivalents
from the diluted units outstanding for the years ended December 31, 2022 and 2021, respectively.
14. Share-based Compensation
We have share-based employee and director compensation plans. Our employees are compensated through the Operating
Partnership. Under each plan, whenever the Company issues common or preferred stock, the Operating Partnership issues an
equivalent number of units of limited partnership interest of a corresponding class to the Company.
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the
Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of
stockholders. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock,
phantom shares, dividend equivalent rights, cash-based awards and other equity-based awards. Subject to adjustments upon
certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted
under the 2005 Plan. Currently, different types of awards count against the limit on the number of fungible units differently,
with (1) full-value awards (i.e., those that deliver the full value of the award upon vesting, such as restricted stock) counting as
2.59 Fungible Units per share subject to such awards, (2) stock options, stock appreciation rights and other awards that do not
deliver full value and expire five years from the date of grant counting as 0.84 fungible units per share subject to such awards,
and (3) all other awards (e.g., 10-year stock options) counting as 1.0 fungible units per share subject to such awards. Awards
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
granted under the 2005 Plan prior to the approval of the fifth amendment and restatement in June 2022 continue to count
against the fungible unit limit based on the ratios that were in effect at the time such awards were granted, which may be
different than the current ratios. As a result, depending on the types of awards issued, the 2005 Plan may result in the issuance
of more or less than 32,210,000 shares. If a stock option or other award granted under the 2005 Plan expires or terminates, the
common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case
may be, will again become available for the issuance of additional awards. Shares of our common stock distributed under the
2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously
terminated by the Company's Board of Directors, new awards may be granted under the 2005 Plan until June 1, 2032, which is
the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. As of
December 31, 2023, 3.9 million fungible units were available for issuance under the 2005 Plan after reserving for shares
underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral
Program and LTIP Units.
Stock Options and Class O LTIP Units
Options are granted with an exercise price at the fair market value of the Company's common stock on the date of grant
and, subject to employment, generally expire five years or ten years from the date of grant, are not transferable other than on
death, and generally vest in one year to five years commencing one year from the date of grant. We have also granted Class O
LTIP Units, which are a class of LTIP Units in the Operating Partnership structured to provide economics similar to those of
stock options. Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of common units
of the Operating Partnership per Class O LTIP Unit determined by the increase in value of a share of the Company’s common
stock at the time of conversion over a participation threshold, which equals the fair market value of a share of the Company’s
common stock at the time of grant. Class O LTIP Units are entitled to distributions, subject to vesting, equal per unit to 10% of
the per unit distributions paid with respect to the common units of the Operating Partnership.
The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option
pricing model based on historical information. There were no options granted during the years ended December 31, 2023, 2022,
and 2021.
A summary of the status of the Company's stock options as of December 31, 2023, 2022, and 2021 and changes during
the years ended December 31, 2023, 2022, and 2021 are as follows:
2023
Year Ended December 31,
2022
2021
Options
Outstanding
Weighted
Average
Exercise
Price
Options
Outstanding
Weighted
Average
Exercise
Price
Options
Outstanding
Weighted
Average
Exercise
Price
Balance at beginning of year
313,480 $
97.59
394,089 $
100.56
761,686 $
105.76
Exercised
Lapsed or canceled
Balance at end of year
—
(197,500)
—
84.14
—
—
(80,609)
112.14
(11,314)
(356,283)
72.30
112.56
115,980 $
103.52
313,480 $
97.59
394,089 $
100.56
Options exercisable at end of year
115,980 $
103.52
313,480 $
97.59
394,089 $
100.56
units.
The remaining weighted average contractual life of the options outstanding was 3.0 years and the remaining average
contractual life of the options exercisable was 3.0 years.
During the years ended December 31, 2023, 2022, and 2021, we recognized no compensation expense related to options.
As of December 31, 2023, there was no unrecognized compensation cost related to unvested stock options.
Restricted Shares
Shares are granted to certain employees, including our executives, and vesting occurs upon the completion of a service
period or our meeting established financial performance criteria. Vesting occurs at rates ranging from 15% to 35% once
performance criteria are reached.
A summary of the Company's restricted stock as of December 31, 2023, 2022, and 2021 and changes during the years
ended December 31, 2023, 2022, and 2021 are as follows:
Balance at beginning of year
Granted
Canceled
Balance at end of year
Vested during the year
Compensation expense recorded
Total fair value of restricted stock granted during the year
Year Ended December 31,
2023
2022
2021
3,758,174
337,350
(6,350)
4,089,174
147,915
3,459,363
3,337,545
314,995
(16,184)
3,758,174
118,255
141,515
(19,697)
3,459,363
122,759
$
$
7,766,055 $
10,133,905 $
8,497,054
15,789,540 $
16,804,931 $
9,214,531
The fair value of restricted stock that vested during the years ended December 31, 2023, 2022, and 2021 was $10.2
million, $9.7 million and $11.3 million, respectively. As of December 31, 2023, there was $20.2 million of total unrecognized
compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 2.3 years.
We granted LTIP Units, which include bonus, time-based and performance-based awards, with a fair value of $38.1
million and $45.0 million during the years ended December 31, 2023 and 2022, respectively. The grant date fair value of the
LTIP Unit awards was calculated in accordance with ASC 718. A third-party consultant determined that the fair value of the
LTIP Units has a discount to our common stock price. The discount was calculated by considering the inherent uncertainty that
the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of
December 31, 2023, there was $27.1 million of total unrecognized compensation expense related to the time-based and
performance-based awards, which is expected to be recognized over a weighted average period of 1.6 years.
During the years ended December 31, 2023, 2022, and 2021, we recorded compensation expense related to bonus, time-
based and performance-based awards of $50.4 million, $43.5 million, and $41.9 million, respectively.
For the years ended December 31, 2023, 2022, and 2021, $1.4 million, $1.8 million, and $2.1 million, respectively, was
capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and
stock options.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee
directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless
otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The
program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock
upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board
of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee
director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each
participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend
rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock
During the year ended December 31, 2023, 39,302 phantom stock units and 27,739 shares of common stock were issued
to our Board of Directors. We recorded compensation expense of $2.7 million during the year ended December 31, 2023 related
to the Deferred Compensation Plan. As of December 31, 2023, there were 230,295 phantom stock units outstanding pursuant to
our Non-Employee Director's Deferral Program.
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
granted under the 2005 Plan prior to the approval of the fifth amendment and restatement in June 2022 continue to count
A summary of the Company's restricted stock as of December 31, 2023, 2022, and 2021 and changes during the years
against the fungible unit limit based on the ratios that were in effect at the time such awards were granted, which may be
ended December 31, 2023, 2022, and 2021 are as follows:
different than the current ratios. As a result, depending on the types of awards issued, the 2005 Plan may result in the issuance
of more or less than 32,210,000 shares. If a stock option or other award granted under the 2005 Plan expires or terminates, the
common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case
may be, will again become available for the issuance of additional awards. Shares of our common stock distributed under the
2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously
terminated by the Company's Board of Directors, new awards may be granted under the 2005 Plan until June 1, 2032, which is
the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. As of
December 31, 2023, 3.9 million fungible units were available for issuance under the 2005 Plan after reserving for shares
underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral
Program and LTIP Units.
Stock Options and Class O LTIP Units
Options are granted with an exercise price at the fair market value of the Company's common stock on the date of grant
and, subject to employment, generally expire five years or ten years from the date of grant, are not transferable other than on
death, and generally vest in one year to five years commencing one year from the date of grant. We have also granted Class O
LTIP Units, which are a class of LTIP Units in the Operating Partnership structured to provide economics similar to those of
stock options. Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of common units
of the Operating Partnership per Class O LTIP Unit determined by the increase in value of a share of the Company’s common
stock at the time of conversion over a participation threshold, which equals the fair market value of a share of the Company’s
common stock at the time of grant. Class O LTIP Units are entitled to distributions, subject to vesting, equal per unit to 10% of
the per unit distributions paid with respect to the common units of the Operating Partnership.
The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option
pricing model based on historical information. There were no options granted during the years ended December 31, 2023, 2022,
and 2021.
A summary of the status of the Company's stock options as of December 31, 2023, 2022, and 2021 and changes during
the years ended December 31, 2023, 2022, and 2021 are as follows:
Year Ended December 31,
2023
2022
2021
Options
Outstanding
Options
Outstanding
Options
Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Exercise
Price
Weighted
Average
Exercise
Price
Balance at beginning of year
313,480 $
97.59
394,089 $
100.56
761,686 $
105.76
Exercised
Lapsed or canceled
Balance at end of year
—
(197,500)
—
84.14
—
—
(80,609)
112.14
(11,314)
(356,283)
72.30
112.56
115,980 $
103.52
313,480 $
97.59
394,089 $
100.56
Options exercisable at end of year
115,980 $
103.52
313,480 $
97.59
394,089 $
100.56
The remaining weighted average contractual life of the options outstanding was 3.0 years and the remaining average
contractual life of the options exercisable was 3.0 years.
During the years ended December 31, 2023, 2022, and 2021, we recognized no compensation expense related to options.
As of December 31, 2023, there was no unrecognized compensation cost related to unvested stock options.
Restricted Shares
performance criteria are reached.
Shares are granted to certain employees, including our executives, and vesting occurs upon the completion of a service
period or our meeting established financial performance criteria. Vesting occurs at rates ranging from 15% to 35% once
Balance at beginning of year
Granted
Canceled
Balance at end of year
Vested during the year
Compensation expense recorded
Total fair value of restricted stock granted during the year
Year Ended December 31,
2022
2021
2023
3,758,174
337,350
(6,350)
4,089,174
147,915
3,459,363
3,337,545
314,995
(16,184)
3,758,174
118,255
141,515
(19,697)
3,459,363
122,759
$
$
7,766,055 $
10,133,905 $
8,497,054
15,789,540 $
16,804,931 $
9,214,531
The fair value of restricted stock that vested during the years ended December 31, 2023, 2022, and 2021 was $10.2
million, $9.7 million and $11.3 million, respectively. As of December 31, 2023, there was $20.2 million of total unrecognized
compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 2.3 years.
We granted LTIP Units, which include bonus, time-based and performance-based awards, with a fair value of $38.1
million and $45.0 million during the years ended December 31, 2023 and 2022, respectively. The grant date fair value of the
LTIP Unit awards was calculated in accordance with ASC 718. A third-party consultant determined that the fair value of the
LTIP Units has a discount to our common stock price. The discount was calculated by considering the inherent uncertainty that
the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of
December 31, 2023, there was $27.1 million of total unrecognized compensation expense related to the time-based and
performance-based awards, which is expected to be recognized over a weighted average period of 1.6 years.
During the years ended December 31, 2023, 2022, and 2021, we recorded compensation expense related to bonus, time-
based and performance-based awards of $50.4 million, $43.5 million, and $41.9 million, respectively.
For the years ended December 31, 2023, 2022, and 2021, $1.4 million, $1.8 million, and $2.1 million, respectively, was
capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and
stock options.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee
directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless
otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The
program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock
upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board
of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee
director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each
participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend
rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock
units.
During the year ended December 31, 2023, 39,302 phantom stock units and 27,739 shares of common stock were issued
to our Board of Directors. We recorded compensation expense of $2.7 million during the year ended December 31, 2023 related
to the Deferred Compensation Plan. As of December 31, 2023, there were 230,295 phantom stock units outstanding pursuant to
our Non-Employee Director's Deferral Program.
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Employee Stock Purchase Plan
16. Fair Value Measurements
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-
based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares
of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000
shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other
similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The
common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months
in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January
1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser
of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock
on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders.
As of December 31, 2023, 224,159 shares of our common stock had been issued under the ESPP.
15. Accumulated Other Comprehensive Income
The following tables set forth the changes in accumulated other comprehensive income by component as of December 31,
entirety requires judgment and considers factors specific to the asset or liability.
2023, 2022 and 2021 (in thousands):
Net unrealized
gain (loss) on
derivative
instruments (1)
SL Green’s share
of joint venture
net unrealized
gain (loss) on
derivative
instruments (2)
Net unrealized
(loss) gain on
marketable
securities
Total
Balance at December 31, 2020
$
(57,415) $
(10,853) $
1,021 $
Other comprehensive income (loss) before reclassifications
14,908
(18,015)
Amounts reclassified from accumulated other
comprehensive loss
Balance at December 31, 2021
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other
comprehensive income
Balance at December 31, 2022
Other comprehensive (loss) income before reclassifications
Amounts reclassified from accumulated other
comprehensive income
16,626
(25,881)
78,300
(4,619)
47,800
17,269
6,874
(21,994)
23,405
635
2,046
6,950
Balance at December 31, 2023
$
25,352
$
(6,084) $
(1,791) $
(39,717)
(15,080)
—
96
—
1,117
(1,359)
—
(242)
(1,549)
(67,247)
(3,011)
23,500
(46,758)
100,346
(3,984)
49,604
22,670
(54,797)
17,477
(1)
(2)
Amount reclassified from accumulated other comprehensive income is included in interest expense in the respective consolidated statements of
operations. As of December 31, 2023 and 2022, the deferred net gains from these terminated hedges, which is included in accumulated other
comprehensive income relating to net unrealized gain (loss) on derivative instruments, was ($0.4 million) and ($0.5 million), respectively.
Amount reclassified from accumulated other comprehensive income is included in equity in net loss from unconsolidated joint ventures in the respective
consolidated statements of operations.
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We are required to disclose fair value information with regard to certain of our financial instruments, whether or not
recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The FASB guidance defines fair
value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants on the measurement date. We measure and/or disclose the estimated fair value of certain financial assets and
liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from
sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions.
This hierarchy consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within
Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset
or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities
measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value
measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within
which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value
measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its
The following tables set forth the assets and liabilities that we measure at fair value on a recurring and non-recurring
basis by their levels in the fair value hierarchy as of December 31, 2023 and 2022 (in thousands):
December 31, 2023
Total
Level 1
Level 2
Level 3
$
$
$
$
$
$
Assets:
assets)
Liabilities:
liabilities)
Assets:
assets)
Liabilities:
liabilities)
—
—
—
—
—
—
Marketable securities available-for-sale
9,591
$
—
$
9,591
$
Interest rate cap and swap agreements (included in Other
33,456
$
—
$
33,456
$
Interest rate cap and swap agreements (included in Other
17,108
$
—
$
17,108
$
December 31, 2022
Total
Level 1
Level 2
Level 3
Marketable securities available-for-sale
11,240
$
—
$
11,240
$
Interest rate cap and swap agreements (included in Other
57,660
$
—
$
57,660
$
Interest rate cap and swap agreements (included in Other
10,142
$
—
$
10,142
$
We evaluate real estate investments and debt and preferred equity investments, including intangibles, for potential
impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth
rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and
sales contracts. All of which are classified as Level 3 inputs.
In June 2023, the Company sold a 49.9% interest in its 245 Park Avenue investment, which resulted in the Company no
longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we
retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of
($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the
joint venture agreement.
In September 2022, the Company recorded at fair value the assets acquired and liabilities assumed at 245 Park Avenue.
This fair value was determined using a third-party valuation which primarily utilized cash flow projections that apply, among
other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison
approach, which utilizes comparable sales, listings and sales contracts, all of which are classified as Level 3 inputs.
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-
based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares
of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000
shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other
similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The
common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months
in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January
1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser
of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock
on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders.
As of December 31, 2023, 224,159 shares of our common stock had been issued under the ESPP.
15. Accumulated Other Comprehensive Income
2023, 2022 and 2021 (in thousands):
The following tables set forth the changes in accumulated other comprehensive income by component as of December 31,
Net unrealized
gain (loss) on
derivative
instruments (1)
SL Green’s share
of joint venture
net unrealized
gain (loss) on
derivative
instruments (2)
Net unrealized
(loss) gain on
marketable
securities
Total
Other comprehensive income (loss) before reclassifications
14,908
(18,015)
Amounts reclassified from accumulated other
comprehensive loss
Balance at December 31, 2021
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other
comprehensive income
Balance at December 31, 2022
Other comprehensive (loss) income before reclassifications
Amounts reclassified from accumulated other
comprehensive income
16,626
(25,881)
78,300
(4,619)
47,800
17,269
6,874
(21,994)
23,405
635
2,046
6,950
96
—
1,117
(1,359)
—
(242)
(1,549)
Balance at December 31, 2023
$
25,352
$
(6,084) $
(1,791) $
(39,717)
(15,080)
—
(67,247)
(3,011)
23,500
(46,758)
100,346
(3,984)
49,604
22,670
(54,797)
17,477
(1)
Amount reclassified from accumulated other comprehensive income is included in interest expense in the respective consolidated statements of
operations. As of December 31, 2023 and 2022, the deferred net gains from these terminated hedges, which is included in accumulated other
comprehensive income relating to net unrealized gain (loss) on derivative instruments, was ($0.4 million) and ($0.5 million), respectively.
(2)
Amount reclassified from accumulated other comprehensive income is included in equity in net loss from unconsolidated joint ventures in the respective
consolidated statements of operations.
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Employee Stock Purchase Plan
16. Fair Value Measurements
We are required to disclose fair value information with regard to certain of our financial instruments, whether or not
recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The FASB guidance defines fair
value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants on the measurement date. We measure and/or disclose the estimated fair value of certain financial assets and
liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from
sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions.
This hierarchy consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within
Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset
or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities
measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value
measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within
which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value
measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its
entirety requires judgment and considers factors specific to the asset or liability.
The following tables set forth the assets and liabilities that we measure at fair value on a recurring and non-recurring
basis by their levels in the fair value hierarchy as of December 31, 2023 and 2022 (in thousands):
Balance at December 31, 2020
$
(57,415) $
(10,853) $
1,021 $
Assets:
Marketable securities available-for-sale
Interest rate cap and swap agreements (included in Other
assets)
Liabilities:
Interest rate cap and swap agreements (included in Other
liabilities)
Assets:
Marketable securities available-for-sale
Interest rate cap and swap agreements (included in Other
assets)
Liabilities:
Interest rate cap and swap agreements (included in Other
liabilities)
December 31, 2023
Total
Level 1
Level 2
Level 3
9,591
$
—
$
9,591
$
33,456
$
—
$
33,456
$
17,108
$
—
$
17,108
$
December 31, 2022
Total
Level 1
Level 2
Level 3
11,240
$
—
$
11,240
$
57,660
$
—
$
57,660
$
10,142
$
—
$
10,142
$
—
—
—
—
—
—
$
$
$
$
$
$
We evaluate real estate investments and debt and preferred equity investments, including intangibles, for potential
impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth
rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and
sales contracts. All of which are classified as Level 3 inputs.
In June 2023, the Company sold a 49.9% interest in its 245 Park Avenue investment, which resulted in the Company no
longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we
retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of
($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the
joint venture agreement.
In September 2022, the Company recorded at fair value the assets acquired and liabilities assumed at 245 Park Avenue.
This fair value was determined using a third-party valuation which primarily utilized cash flow projections that apply, among
other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison
approach, which utilizes comparable sales, listings and sales contracts, all of which are classified as Level 3 inputs.
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75
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used
to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model
driven valuations using the significant inputs derived from or corroborated by observable market data. We do not intend to sell
these securities and it is not more likely than not that we will be required to sell the investments before recovery of their
amortized cost bases.
The fair value of derivative instruments is based on current market data received from financial sources that trade such
instruments and are based on prevailing market data and derived from third party proprietary models based on well-recognized
financial principles and reasonable estimates about relevant future market conditions, which are classified as Level 2 inputs.
The financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and
cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, debt and preferred equity
investments, mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash
equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated
balance sheets approximates fair value due to the short-term nature of these instruments. The fair value of debt and preferred
equity investments, which is classified as Level 3, is estimated by discounting the future cash flows using current interest rates
at which similar loans with the same maturities would be made to borrowers with similar credit ratings. The fair value of
borrowings, which is classified as Level 3, is estimated by discounting the contractual cash flows of each debt instrument to
their present value using adjusted market interest rates, which is provided by a third-party specialist.
The following table provides the carrying value and fair value of these financial instruments as of December 31, 2023 and
December 31, 2022 (in thousands):
December 31, 2023
December 31, 2022
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Debt and preferred equity investments
Fixed rate debt
Variable rate debt (3)
Total debt
$
$
$
346,745
(2)
$
623,280
(2)
3,237,386 $
3,184,338 $
5,015,814 $
270,000
268,787
520,148
3,507,386 $
3,453,125 $
5,535,962 $
4,784,691
519,669
5,304,360
(1)
(2)
(3)
Amounts exclude net deferred financing costs.
As of December 31, 2023, debt and preferred equity investments had an estimated fair value of approximately $0.3 billion. As of December 31, 2022,
debt and preferred equity investments had an estimated fair value ranging between $0.6 billion and $0.6 billion.
As of December 31, 2023, variable rate debt with a carrying value of $110.0 million and fair value of $108.6 million is included in the Company's
alternative strategy portfolio.
Disclosures regarding fair value of financial instruments was based on pertinent information available to us as of
December 31, 2023 and 2022. Such amounts have not been comprehensively revalued for purposes of these financial
statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
17. Financial Instruments: Derivatives and Hedging
In the normal course of business, we use a variety of commonly used derivative instruments, including, but not limited to,
interest rate swaps, caps, collars and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in
future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize
all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a
derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset
against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other
comprehensive income (loss) until the hedged item is recognized in earnings. Reported net income and equity may increase or
decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative
instruments and hedged items, but will have no effect on cash flows. Currently, all of our designated derivative instruments are
effective hedging instruments.
The following table summarizes the notional value at inception and fair value of our consolidated derivative financial
instruments as of December 31, 2023 based on Level 2 information. The notional value is an indication of the extent of our
involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in
thousands).
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Balance Sheet
Location
Fair
Value
2.600 % December 2021
January 2024 Other Assets
$
150,000
200,000
200,000
370,000
370,000
150,000
200,000
100,000
100,000
200,000
300,000
150,000
370,000
300,000
100,000
4.490 % November 2022
January 2024 Other Assets
4.411 % November 2022
January 2024 Other Assets
3.250 %
3.250 %
June 2023
June 2023
June 2024
Other Assets
June 2024 Other Liabilities
2.621 % December 2021
January 2026 Other Assets
2.662 % December 2021
January 2026 Other Assets
2.903 % February 2023
February 2027 Other Assets
2.733 % February 2023
February 2027 Other Assets
2.591 % February 2023
February 2027 Other Assets
2.866 %
3.524 %
July 2023
May 2027 Other Assets
January 2024
May 2027
Other Assets
3.888 % November 2022
June 2027
Other Liabilities
4.487 % November 2024
November 2027 Other Liabilities
3.756 %
January 2023
January 2028 Other Liabilities
50,000
2.463 % February 2023
February 2027 Other Assets
11
5
5
3,158
(3,145)
4,011
5,196
2,281
2,775
1,781
6,378
7,306
549
(3,044)
(10,273)
(646)
$
16,348
During the year ended December 31, 2023, we recorded a loss of $10.4 million based on the changes in the fair value of
an interest rate cap we sold and a forward-starting interest rate swap, which is included in Purchase price and other fair value
adjustments in the consolidated statements of operations. During the year ended December 31, 2022, we recorded a loss of
$1.7 million based on the changes in the fair value of an interest rate cap we sold. No interest rate caps were sold or forward-
starting interest rate swaps entered into during the year ended December 31, 2021. During the years ended December 31, 2023,
2022, and 2021, we recorded losses of $0.2 million, $0.3 million, and $0.0 million, respectively, on the changes in the fair
value, which is included in interest expense in the consolidated statements of operations.
Certain agreements the Company has with each of its derivative counterparties contain a provision where if the Company
defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of
December 31, 2023, the fair value of derivatives in a net liability position, including accrued interest but excluding any
adjustment for nonperformance risk related to these agreements was $17.5 million. As of December 31, 2023, the Company
was not required to post any collateral related to these agreements and was not in breach of any agreement provisions. If the
Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at
their aggregate termination value of $18.3 million as of December 31, 2023.
Gains and losses on terminated hedges are included in accumulated other comprehensive income, and are recognized into
earnings over the term of the related obligation. Over time, the realized and unrealized gains and losses held in accumulated
other comprehensive income will be reclassified into earnings as an adjustment to interest expense in the same periods in which
the hedged interest payments affect earnings. We estimate that ($32.5 million) of the current balance held in accumulated other
comprehensive income will be reclassified into interest expense and ($7.6 million) of the portion related to our share of joint
venture accumulated other comprehensive income (loss) will be reclassified into equity in net loss from unconsolidated joint
ventures within the next 12 months.
The following table presents our derivative financial instruments and our share of our joint ventures' derivative financial
instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the years
ended December 31, 2023, 2022, and 2021, respectively (in thousands):
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used
to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model
driven valuations using the significant inputs derived from or corroborated by observable market data. We do not intend to sell
these securities and it is not more likely than not that we will be required to sell the investments before recovery of their
amortized cost bases.
The fair value of derivative instruments is based on current market data received from financial sources that trade such
instruments and are based on prevailing market data and derived from third party proprietary models based on well-recognized
financial principles and reasonable estimates about relevant future market conditions, which are classified as Level 2 inputs.
The financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and
cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, debt and preferred equity
investments, mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash
equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated
balance sheets approximates fair value due to the short-term nature of these instruments. The fair value of debt and preferred
equity investments, which is classified as Level 3, is estimated by discounting the future cash flows using current interest rates
at which similar loans with the same maturities would be made to borrowers with similar credit ratings. The fair value of
borrowings, which is classified as Level 3, is estimated by discounting the contractual cash flows of each debt instrument to
their present value using adjusted market interest rates, which is provided by a third-party specialist.
The following table provides the carrying value and fair value of these financial instruments as of December 31, 2023 and
December 31, 2022 (in thousands):
December 31, 2023
December 31, 2022
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
$
$
$
Debt and preferred equity investments
346,745
(2)
$
623,280
(2)
Fixed rate debt
Variable rate debt (3)
Total debt
3,237,386 $
3,184,338 $
5,015,814 $
270,000
268,787
520,148
3,507,386 $
3,453,125 $
5,535,962 $
4,784,691
519,669
5,304,360
(1)
(2)
(3)
Amounts exclude net deferred financing costs.
As of December 31, 2023, debt and preferred equity investments had an estimated fair value of approximately $0.3 billion. As of December 31, 2022,
debt and preferred equity investments had an estimated fair value ranging between $0.6 billion and $0.6 billion.
As of December 31, 2023, variable rate debt with a carrying value of $110.0 million and fair value of $108.6 million is included in the Company's
alternative strategy portfolio.
Disclosures regarding fair value of financial instruments was based on pertinent information available to us as of
December 31, 2023 and 2022. Such amounts have not been comprehensively revalued for purposes of these financial
statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
17. Financial Instruments: Derivatives and Hedging
In the normal course of business, we use a variety of commonly used derivative instruments, including, but not limited to,
interest rate swaps, caps, collars and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in
future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize
all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a
derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset
against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other
comprehensive income (loss) until the hedged item is recognized in earnings. Reported net income and equity may increase or
decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative
instruments and hedged items, but will have no effect on cash flows. Currently, all of our designated derivative instruments are
effective hedging instruments.
The following table summarizes the notional value at inception and fair value of our consolidated derivative financial
instruments as of December 31, 2023 based on Level 2 information. The notional value is an indication of the extent of our
involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in
thousands).
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Balance Sheet
Location
Fair
Value
150,000
200,000
200,000
370,000
370,000
150,000
200,000
100,000
100,000
2.600 % December 2021
January 2024 Other Assets
$
4.490 % November 2022
January 2024 Other Assets
4.411 % November 2022
January 2024 Other Assets
3.250 %
3.250 %
June 2023
June 2023
June 2024
Other Assets
June 2024 Other Liabilities
2.621 % December 2021
January 2026 Other Assets
2.662 % December 2021
January 2026 Other Assets
2.903 % February 2023
February 2027 Other Assets
2.733 % February 2023
February 2027 Other Assets
50,000
2.463 % February 2023
February 2027 Other Assets
200,000
300,000
150,000
370,000
300,000
100,000
2.591 % February 2023
February 2027 Other Assets
2.866 %
3.524 %
July 2023
May 2027 Other Assets
January 2024
May 2027
Other Assets
3.888 % November 2022
June 2027
Other Liabilities
4.487 % November 2024
November 2027 Other Liabilities
3.756 %
January 2023
January 2028 Other Liabilities
11
5
5
3,158
(3,145)
4,011
5,196
2,281
2,775
1,781
6,378
7,306
549
(3,044)
(10,273)
(646)
$
16,348
During the year ended December 31, 2023, we recorded a loss of $10.4 million based on the changes in the fair value of
an interest rate cap we sold and a forward-starting interest rate swap, which is included in Purchase price and other fair value
adjustments in the consolidated statements of operations. During the year ended December 31, 2022, we recorded a loss of
$1.7 million based on the changes in the fair value of an interest rate cap we sold. No interest rate caps were sold or forward-
starting interest rate swaps entered into during the year ended December 31, 2021. During the years ended December 31, 2023,
2022, and 2021, we recorded losses of $0.2 million, $0.3 million, and $0.0 million, respectively, on the changes in the fair
value, which is included in interest expense in the consolidated statements of operations.
Certain agreements the Company has with each of its derivative counterparties contain a provision where if the Company
defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of
December 31, 2023, the fair value of derivatives in a net liability position, including accrued interest but excluding any
adjustment for nonperformance risk related to these agreements was $17.5 million. As of December 31, 2023, the Company
was not required to post any collateral related to these agreements and was not in breach of any agreement provisions. If the
Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at
their aggregate termination value of $18.3 million as of December 31, 2023.
Gains and losses on terminated hedges are included in accumulated other comprehensive income, and are recognized into
earnings over the term of the related obligation. Over time, the realized and unrealized gains and losses held in accumulated
other comprehensive income will be reclassified into earnings as an adjustment to interest expense in the same periods in which
the hedged interest payments affect earnings. We estimate that ($32.5 million) of the current balance held in accumulated other
comprehensive income will be reclassified into interest expense and ($7.6 million) of the portion related to our share of joint
venture accumulated other comprehensive income (loss) will be reclassified into equity in net loss from unconsolidated joint
ventures within the next 12 months.
The following table presents our derivative financial instruments and our share of our joint ventures' derivative financial
instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the years
ended December 31, 2023, 2022, and 2021, respectively (in thousands):
76
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Amount of Gain (Loss)
Recognized in
Other Comprehensive (Loss) Income
Year Ended December 31,
Location of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Income into
Income
Derivative
2023
2022
2021
Amount of Gain (Loss)
Reclassified from
Accumulated Other Comprehensive
Income into Income
Year Ended December 31,
2023
2022
2021
Interest Rate Swaps/Caps
Share of unconsolidated
joint ventures' derivative
instruments
$ 18,484 $ 83,162 $ 15,643
7,399
24,783
(19,400)
$ 25,883 $ 107,945 $
(3,757)
Interest expense
Equity in net loss from
unconsolidated joint
ventures
$ 42,270 $
4,989 $ (17,602)
Amortization of acquired above and below-market leases
16,050
(673)
(7,582)
$ 58,320 $
4,316 $ (25,184)
The following table summarizes the notional value at inception and fair value of our joint ventures' derivative financial
instruments as of December 31, 2023 based on Level 2 information. The notional value is an indication of the extent of our
involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in
thousands).
(1)
Amounts include $196.5 million and $222.1 million of sublease income for the years ended December 31, 2023 and 2022, respectively.
The table below summarizes our investment in sales-type leases as of December 31, 2023:
Notional Value
Strike Rate
Effective Date
Expiration Date
Classification
Fair Value
In August 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company for the building at 15 Beekman.
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
18. Lease Income
$
220,000
484,069
484,069
505,412
272,000
477,783
278,161
278,161
250,000
250,000
177,000
4.000 %
February 2023
February 2024
May 2024
May 2024
June 2024
0.490 %
February 2022
0.490 %
February 2022
June 2023
3.000 %
4.000 %
August 2023
August 2024
3.500 % September 2023
September 2024
4.000 %
4.000 %
3.608 %
3.608 %
May 2024
November 2024
May 2024
November 2024
April 2023
February 2026
April 2023
February 2026
1.555 % December 2022
February 2026
$
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
318
8,331
8,330
4,948
1,675
5,213
948
948
1,819
1,818
8,686
$
43,034
The Operating Partnership is the lessor and the sublessor to tenants under operating and sales-type leases. The minimum
rental amounts due under the leases are generally subject to scheduled fixed increases or adjustments. The leases generally also
require that the tenants reimburse us for increases in certain operating costs and real estate taxes above their base year costs.
Future minimum rents to be received over the next five years and thereafter for operating leases in effect at December 31,
2023 are as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
$
496,311
470,673
426,247
371,117
316,789
1,339,758
$
3,420,895
The components of lease income from operating leases in effect at December 31, 2023, 2022 and 2021 were as follows (in
thousands):
(1)
This amount is included in Other assets in our consolidated balance sheets.
The components of lease income from sales-type leases during the years ended December 31, 2023, 2022 and 2021 were
(1)
These amounts are included in Other income in our consolidated statements of operations.
Year Ended December 31,
2023
2022
2021
$
4,444 $
4,389 $
4,422
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78
79
Future minimum lease payments to be received over the next five years and thereafter for our sales-type leases with initial
terms in excess of one year as of December 31, 2023 are as follows (in thousands):
Year Ended December 31,
2023
2022
2021
$
$
$
589,469 $
583,107 $
608,793
79,641
82,676
73,543
669,110 $
665,783 $
682,336
14,225
5,717
(4,160)
683,335 $
671,500 $
678,176
Year of Current
Expiration
Year of Final
Expiration (1)
2089
2089
Sales-type leases
3,180
3,228
3,276
3,325
3,375
196,794
213,178
(107,544)
105,634
$
$
$
Fixed lease payments
Variable lease payments
Total lease payments (1)
Total rental revenue
Property
15 Beekman (2)
(1)
(2)
Reflects exercise of all available renewal options.
See Note 6, "Investments in Unconsolidated Joint Ventures."
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Amount representing interest
Investment in sales-type leases (1)
as follows (in thousands):
Interest income (1)
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Amount of Gain (Loss)
Recognized in
Other Comprehensive (Loss) Income
Year Ended December 31,
Location of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Income into
Income
Derivative
2023
2022
2021
Amount of Gain (Loss)
Reclassified from
Accumulated Other Comprehensive
Income into Income
Year Ended December 31,
2023
2022
2021
Fixed lease payments
Variable lease payments
Total lease payments (1)
Interest Rate Swaps/Caps
$ 18,484 $ 83,162 $ 15,643
Interest expense
$ 42,270 $
4,989 $ (17,602)
Amortization of acquired above and below-market leases
Total rental revenue
Year Ended December 31,
2023
2022
2021
$
$
$
589,469 $
583,107 $
608,793
79,641
82,676
73,543
669,110 $
665,783 $
682,336
14,225
5,717
(4,160)
683,335 $
671,500 $
678,176
(1)
Amounts include $196.5 million and $222.1 million of sublease income for the years ended December 31, 2023 and 2022, respectively.
The table below summarizes our investment in sales-type leases as of December 31, 2023:
Property
15 Beekman (2)
Year of Current
Expiration
Year of Final
Expiration (1)
2089
2089
(1)
(2)
Reflects exercise of all available renewal options.
In August 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company for the building at 15 Beekman.
See Note 6, "Investments in Unconsolidated Joint Ventures."
Future minimum lease payments to be received over the next five years and thereafter for our sales-type leases with initial
terms in excess of one year as of December 31, 2023 are as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Amount representing interest
Investment in sales-type leases (1)
Sales-type leases
3,180
3,228
3,276
3,325
3,375
196,794
213,178
(107,544)
105,634
$
$
$
The Operating Partnership is the lessor and the sublessor to tenants under operating and sales-type leases. The minimum
rental amounts due under the leases are generally subject to scheduled fixed increases or adjustments. The leases generally also
require that the tenants reimburse us for increases in certain operating costs and real estate taxes above their base year costs.
Future minimum rents to be received over the next five years and thereafter for operating leases in effect at December 31,
2023 are as follows (in thousands):
(1)
This amount is included in Other assets in our consolidated balance sheets.
The components of lease income from sales-type leases during the years ended December 31, 2023, 2022 and 2021 were
as follows (in thousands):
Interest income (1)
(1)
These amounts are included in Other income in our consolidated statements of operations.
Year Ended December 31,
2023
2022
2021
$
4,444 $
4,389 $
4,422
The components of lease income from operating leases in effect at December 31, 2023, 2022 and 2021 were as follows (in
$
496,311
470,673
426,247
371,117
316,789
1,339,758
$
3,420,895
78
79
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Share of unconsolidated
joint ventures' derivative
instruments
Equity in net loss from
unconsolidated joint
7,399
24,783
(19,400)
ventures
16,050
(673)
(7,582)
$ 25,883 $ 107,945 $
(3,757)
$ 58,320 $
4,316 $ (25,184)
The following table summarizes the notional value at inception and fair value of our joint ventures' derivative financial
instruments as of December 31, 2023 based on Level 2 information. The notional value is an indication of the extent of our
involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in
Notional Value
Strike Rate
Effective Date
Expiration Date
Classification
Fair Value
$
4.000 %
February 2023
February 2024
$
220,000
484,069
484,069
505,412
272,000
477,783
278,161
278,161
250,000
250,000
177,000
0.490 %
February 2022
0.490 %
February 2022
June 2023
May 2024
May 2024
June 2024
August 2023
August 2024
3.500 % September 2023
September 2024
May 2024
November 2024
May 2024
November 2024
April 2023
February 2026
April 2023
February 2026
1.555 % December 2022
February 2026
3.000 %
4.000 %
4.000 %
4.000 %
3.608 %
3.608 %
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
Asset
318
8,331
8,330
4,948
1,675
5,213
948
948
1,819
1,818
8,686
$
43,034
thousands).
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Cap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
18. Lease Income
2024
2025
2026
2027
2028
Thereafter
thousands):
Table of Contents
19. Benefit Plans
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
The building employees are covered by multi-employer defined benefit pension plans and post-retirement health and
welfare plans. We participate in the Building Service 32BJ, or Union, Pension Plan and Health Plan. The Pension Plan is a
multi-employer, non-contributory defined benefit pension plan that was established under the terms of collective bargaining
agreements between the Service Employees International Union, Local 32BJ, the Realty Advisory Board on Labor
Relations, Inc. and certain other employees. This Pension Plan is administered by a joint board of trustees consisting of union
trustees and employer trustees and operates under employer identification number 13-1879376. The Pension Plan year runs
from July 1 to June 30. Employers contribute to the Pension Plan at a fixed rate on behalf of each covered employee. Separate
actuarial information regarding such pension plans is not made available to the contributing employers by the union
administrators or trustees, since the plans do not maintain separate records for each reporting unit. However, on September 28,
2021, September 28, 2022 and September 28, 2023, the actuary certified that for the plan years beginning July 1, 2021, July 1,
2022 and July 1, 2023, the Pension Plan was in critical or endangered status under the Pension Protection Act of 2006. The
Pension Plan trustees adopted a rehabilitation plan consistent with this requirement. No surcharges have been paid to the
Pension Plan as of December 31, 2023. For the Pension Plan years ended June 30, 2023, 2022 and 2021, the plan received
contributions from employers totaling $317.9 million, $305.7 million and $290.1 million, respectively. Our contributions to the
Pension Plan represent less than 5.0% of total contributions to the plan.
The Health Plan was established under the terms of collective bargaining agreements between the Union, the Realty
Advisory Board on Labor Relations, Inc. and certain other employers. The Health Plan provides health and other benefits to
eligible participants employed in the building service industry who are covered under collective bargaining agreements, or other
written agreements, with the Union. The Health Plan is administered by a Board of Trustees with equal representation by the
employers and the Union and operates under employer identification number 13-2928869. The Health Plan receives
contributions in accordance with collective bargaining agreements or participation agreements. Generally, these agreements
provide that the employers contribute to the Health Plan at a fixed rate on behalf of each covered employee. For the Health Plan
years ended, June 30, 2023, 2022 and 2021, the plan received contributions from employers totaling $1.9 billion, $1.6 billion
and $1.5 billion, respectively. Our contributions to the Health Plan represent less than 5.0% of total contributions to the plan.
Contributions we made to the multi-employer plans for the years ended December 31, 2023, 2022 and 2021 are included
in the table below (in thousands):
Benefit Plan
Pension Plan
Health Plan
Other plans
Total plan contributions
401(K) Plan
Year Ended December 31,
2022
2021
2023
$
2,111 $
1,952 $
7,191
789
6,386
807
$
10,091 $
9,145 $
1,994
6,333
849
9,176
In August 1997, we implemented a 401(K) Savings/Retirement Plan, or the 401(K) Plan, to cover eligible employees of
ours, and any designated affiliate. The 401(K) Plan permits eligible employees to defer up to 15% of their annual compensation,
subject to certain limitations imposed by the Code. The employees' elective deferrals are immediately vested and non-
forfeitable upon contribution to the 401(K) Plan. During 2003, we amended our 401(K) Plan to provide for discretionary
matching contributions only. For 2023, 2022 and 2021, a matching contribution equal to 100% of the first 4% of annual
compensation was made. For the years ended December 31, 2023, 2022 and 2021, we made matching contributions of $1.8
million, $1.5 million, and $1.5 million, respectively.
20. Commitments and Contingencies
Legal Proceedings
could have a material adverse impact on us.
Environmental Matters
Employment Agreements
salary, totals $2.4 million for 2024.
Insurance
As of December 31, 2023, the Company and the Operating Partnership were not involved in any material litigation nor, to
management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined
Our management believes that the properties are in compliance in all material respects with applicable Federal, state and
local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it
believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is
unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.
We have entered into employment agreements with certain executives, which expire between January 2025 and January
2026. The minimum cash-based compensation associated with these employment agreements, which is comprised only of base
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake
and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR"), within two property insurance
programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain
assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or
Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other
captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a
claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is
no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are
uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated
future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to
maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance
make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide
coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net
leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with
such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be
maintained or adequately cover our risk of loss.
Belmont had loss reserves of $3.3 million and $3.1 million as of December 31, 2023 and 2022, respectively. Ticonderoga
had no loss reserves as of December 31, 2023 and 2022.
Lease Arrangements
We are a tenant under leases for certain properties, including ground leases. These leases have expirations from 2033 to
2119, or 2043 to 2119 as fully extended. Certain leases offer extension options which we assess against relevant economic
factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated
with renewal periods that we are reasonably certain will be exercised, if any, are included in the measurement of the
corresponding lease liability and right of use asset.
Certain of our leases are subject to rent resets, generally based on a percentage of the then fair market value, a fixed
amount, or a percentage of the preceding rent at specified future dates. Rent resets will be recognized in the periods in which
they are incurred. Additionally, certain of our leases are subject to percentage rent arrangements based on thresholds established
in the lease agreement, such as percentage of sales at the property. Percentage rents will be recognized in the periods in which
they are incurred.
The table below summarizes our current lease arrangements as of December 31, 2023:
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81
Table of Contents
19. Benefit Plans
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
20. Commitments and Contingencies
The building employees are covered by multi-employer defined benefit pension plans and post-retirement health and
Legal Proceedings
welfare plans. We participate in the Building Service 32BJ, or Union, Pension Plan and Health Plan. The Pension Plan is a
multi-employer, non-contributory defined benefit pension plan that was established under the terms of collective bargaining
agreements between the Service Employees International Union, Local 32BJ, the Realty Advisory Board on Labor
Relations, Inc. and certain other employees. This Pension Plan is administered by a joint board of trustees consisting of union
trustees and employer trustees and operates under employer identification number 13-1879376. The Pension Plan year runs
from July 1 to June 30. Employers contribute to the Pension Plan at a fixed rate on behalf of each covered employee. Separate
actuarial information regarding such pension plans is not made available to the contributing employers by the union
administrators or trustees, since the plans do not maintain separate records for each reporting unit. However, on September 28,
2021, September 28, 2022 and September 28, 2023, the actuary certified that for the plan years beginning July 1, 2021, July 1,
2022 and July 1, 2023, the Pension Plan was in critical or endangered status under the Pension Protection Act of 2006. The
Pension Plan trustees adopted a rehabilitation plan consistent with this requirement. No surcharges have been paid to the
Pension Plan as of December 31, 2023. For the Pension Plan years ended June 30, 2023, 2022 and 2021, the plan received
contributions from employers totaling $317.9 million, $305.7 million and $290.1 million, respectively. Our contributions to the
Pension Plan represent less than 5.0% of total contributions to the plan.
The Health Plan was established under the terms of collective bargaining agreements between the Union, the Realty
Advisory Board on Labor Relations, Inc. and certain other employers. The Health Plan provides health and other benefits to
eligible participants employed in the building service industry who are covered under collective bargaining agreements, or other
written agreements, with the Union. The Health Plan is administered by a Board of Trustees with equal representation by the
employers and the Union and operates under employer identification number 13-2928869. The Health Plan receives
contributions in accordance with collective bargaining agreements or participation agreements. Generally, these agreements
provide that the employers contribute to the Health Plan at a fixed rate on behalf of each covered employee. For the Health Plan
years ended, June 30, 2023, 2022 and 2021, the plan received contributions from employers totaling $1.9 billion, $1.6 billion
and $1.5 billion, respectively. Our contributions to the Health Plan represent less than 5.0% of total contributions to the plan.
Contributions we made to the multi-employer plans for the years ended December 31, 2023, 2022 and 2021 are included
in the table below (in thousands):
Benefit Plan
Pension Plan
Health Plan
Other plans
Total plan contributions
401(K) Plan
Year Ended December 31,
2023
2022
2021
$
2,111 $
1,952 $
7,191
789
6,386
807
$
10,091 $
9,145 $
1,994
6,333
849
9,176
In August 1997, we implemented a 401(K) Savings/Retirement Plan, or the 401(K) Plan, to cover eligible employees of
ours, and any designated affiliate. The 401(K) Plan permits eligible employees to defer up to 15% of their annual compensation,
subject to certain limitations imposed by the Code. The employees' elective deferrals are immediately vested and non-
forfeitable upon contribution to the 401(K) Plan. During 2003, we amended our 401(K) Plan to provide for discretionary
matching contributions only. For 2023, 2022 and 2021, a matching contribution equal to 100% of the first 4% of annual
compensation was made. For the years ended December 31, 2023, 2022 and 2021, we made matching contributions of $1.8
million, $1.5 million, and $1.5 million, respectively.
As of December 31, 2023, the Company and the Operating Partnership were not involved in any material litigation nor, to
management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined
could have a material adverse impact on us.
Environmental Matters
Our management believes that the properties are in compliance in all material respects with applicable Federal, state and
local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it
believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is
unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.
Employment Agreements
We have entered into employment agreements with certain executives, which expire between January 2025 and January
2026. The minimum cash-based compensation associated with these employment agreements, which is comprised only of base
salary, totals $2.4 million for 2024.
Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake
and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR"), within two property insurance
programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain
assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or
Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other
captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a
claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is
no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are
uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated
future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to
maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance
make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide
coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net
leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with
such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be
maintained or adequately cover our risk of loss.
Belmont had loss reserves of $3.3 million and $3.1 million as of December 31, 2023 and 2022, respectively. Ticonderoga
had no loss reserves as of December 31, 2023 and 2022.
Lease Arrangements
We are a tenant under leases for certain properties, including ground leases. These leases have expirations from 2033 to
2119, or 2043 to 2119 as fully extended. Certain leases offer extension options which we assess against relevant economic
factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated
with renewal periods that we are reasonably certain will be exercised, if any, are included in the measurement of the
corresponding lease liability and right of use asset.
Certain of our leases are subject to rent resets, generally based on a percentage of the then fair market value, a fixed
amount, or a percentage of the preceding rent at specified future dates. Rent resets will be recognized in the periods in which
they are incurred. Additionally, certain of our leases are subject to percentage rent arrangements based on thresholds established
in the lease agreement, such as percentage of sales at the property. Percentage rents will be recognized in the periods in which
they are incurred.
The table below summarizes our current lease arrangements as of December 31, 2023:
80
81
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(1)
(2)
These amounts are included in Interest expense, net of interest income in our consolidated statements of operations.
These amounts are included in Depreciation and amortization in our consolidated statements of operations.
As of December 31, 2023, the weighted-average discount rate used to calculate the lease liabilities was 4.46%. As of
December 31, 2023, the weighted-average remaining lease term was 28 years, inclusive of purchase options expected to be
exercised.
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Property (1)
711 Third Avenue (3)
1185 Avenue of the Americas
SL Green Headquarters at One Vanderbilt Avenue (4)
420 Lexington Avenue
SUMMIT One Vanderbilt
15 Beekman (5)(6)
Year of Current
Expiration
Year of Final
Expiration (2)
2033
2043
2043
2050
2058
2119
2083
2043
2048
2080
2070
2119
Financing Lease Costs
Interest on financing leases capitalized
Interest on financing leases, net (1)
Amortization of right-of-use assets (2)
Financing lease costs, net
Year Ended December 31,
2023
2022
2021
—
4,446
—
—
4,555
—
$
4,446 $
4,555 $
5,448
—
5,448
660
6,108
Interest on financing leases before capitalized interest
$
4,446 $
4,555 $
(1)
(2)
(3)
(4)
(5)
(6)
All leases are classified as operating leases unless otherwise specified.
Reflects exercise of all available extension options.
The Company owns 50% of the fee interest.
In March 2021, the Company commenced its lease for its corporate headquarters at One Vanderbilt Avenue. See note 10, "Related Party Transactions."
The Company has an option to purchase the ground lease for a fixed price on a specific date. The lease is classified as a financing lease.
In August 2020, the Company entered into a long-term sublease with an unconsolidated joint venture as part of the capitalization of the 15 Beekman
development project. See Note 6, "Investments in Unconsolidated Joint Ventures."
The following is a schedule of future minimum lease payments as evaluated in accordance with ASC 842 for our
financing leases and operating leases with initial terms in excess of one year as of December 31, 2023 (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Amount representing interest
Amount discounted using incremental borrowing rate
Total lease liabilities excluding liabilities related to assets held for sale
Total lease liabilities
Financing leases
Operating leases
$
$
$
$
3,180 $
3,228
3,276
3,325
3,375
196,794
213,178 $
(107,647)
—
105,531 $
105,531 $
53,455
53,595
53,734
53,746
54,211
1,208,864
1,477,605
—
(649,913)
827,692
827,692
The following table provides lease cost information for the Company's operating leases for the years ended December 31,
2023, 2022 and 2021 (in thousands):
Operating Lease Costs
Operating lease costs before capitalized operating lease costs
Operating lease costs capitalized
Operating lease costs, net (1)
Year Ended December 31,
2023
2022
2021
$
$
29,637 $
33,773 $
(2,345)
(6,830)
27,292 $
26,943 $
30,270
(3,716)
26,554
(1)
This amount is included in Operating lease rent in our consolidated statements of operations.
The following table provides lease cost information for the Company's financing leases for the years ended December 31,
2023, 2022 and 2021 (in thousands):
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
Year of Current
Expiration
Year of Final
Expiration (2)
Financing Lease Costs
Year Ended December 31,
2023
2022
2021
2033
2043
2043
2050
2058
2119
2083
2043
2048
2080
2070
2119
Interest on financing leases before capitalized interest
$
4,446 $
4,555 $
Interest on financing leases capitalized
Interest on financing leases, net (1)
Amortization of right-of-use assets (2)
Financing lease costs, net
—
4,446
—
—
4,555
—
$
4,446 $
4,555 $
5,448
—
5,448
660
6,108
(1)
(2)
These amounts are included in Interest expense, net of interest income in our consolidated statements of operations.
These amounts are included in Depreciation and amortization in our consolidated statements of operations.
As of December 31, 2023, the weighted-average discount rate used to calculate the lease liabilities was 4.46%. As of
December 31, 2023, the weighted-average remaining lease term was 28 years, inclusive of purchase options expected to be
exercised.
All leases are classified as operating leases unless otherwise specified.
Reflects exercise of all available extension options.
The Company owns 50% of the fee interest.
In March 2021, the Company commenced its lease for its corporate headquarters at One Vanderbilt Avenue. See note 10, "Related Party Transactions."
The Company has an option to purchase the ground lease for a fixed price on a specific date. The lease is classified as a financing lease.
In August 2020, the Company entered into a long-term sublease with an unconsolidated joint venture as part of the capitalization of the 15 Beekman
development project. See Note 6, "Investments in Unconsolidated Joint Ventures."
The following is a schedule of future minimum lease payments as evaluated in accordance with ASC 842 for our
financing leases and operating leases with initial terms in excess of one year as of December 31, 2023 (in thousands):
Property (1)
711 Third Avenue (3)
1185 Avenue of the Americas
420 Lexington Avenue
SUMMIT One Vanderbilt
15 Beekman (5)(6)
SL Green Headquarters at One Vanderbilt Avenue (4)
(1)
(2)
(3)
(4)
(5)
(6)
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Amount representing interest
Amount discounted using incremental borrowing rate
Total lease liabilities excluding liabilities related to assets held for sale
Total lease liabilities
Operating Lease Costs
Operating lease costs before capitalized operating lease costs
Operating lease costs capitalized
Operating lease costs, net (1)
Financing leases
Operating leases
3,180 $
3,228
3,276
3,325
3,375
196,794
213,178 $
(107,647)
—
105,531 $
105,531 $
53,455
53,595
53,734
53,746
54,211
1,208,864
1,477,605
—
(649,913)
827,692
827,692
Year Ended December 31,
2023
2022
2021
29,637 $
33,773 $
(2,345)
(6,830)
27,292 $
26,943 $
30,270
(3,716)
26,554
$
$
$
$
$
$
The following table provides lease cost information for the Company's operating leases for the years ended December 31,
2023, 2022 and 2021 (in thousands):
(1)
This amount is included in Operating lease rent in our consolidated statements of operations.
The following table provides lease cost information for the Company's financing leases for the years ended December 31,
2023, 2022 and 2021 (in thousands):
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2023
(in thousands)
Column D Cost
Capitalized
Subsequent To
Acquisition (1)
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
21. Segment Information
The Company has three reportable segments, real estate, debt and preferred equity investments, and SUMMIT. In the
fourth quarter of 2023, due to quantitative thresholds, SUMMIT was identified as a reportable segment. As such, prior period
segment data has been restated to reflect SUMMIT as a reportable segment for comparative purposes.
We evaluate real estate performance and allocate resources based on earnings contributions. The primary sources of
revenue are generated from tenant rents, escalations and reimbursement revenue. Real estate property operating expenses
consist primarily of security, maintenance, utility costs, insurance, real estate taxes and, at certain properties, ground rent
expense. See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity
investments. SUMMIT currently operates one location at One Vanderbilt Avenue in midtown Manhattan with the primary
source of revenue generated from ticket sales.
Selected consolidated results of operations for the years ended December 31, 2023, 2022, and 2021, and selected asset
information as of December 31, 2023 and 2022, regarding our operating segments are as follows (in thousands):
Total revenues
Years ended:
December 31, 2023
December 31, 2022
December 31, 2021
Net (loss) income
Years ended:
December 31, 2023
December 31, 2022
December 31, 2021
Total assets
As of:
December 31, 2023
December 31, 2022
Real Estate
SUMMIT
Debt and Preferred
Equity
Total Company
$
760,745
$
118,260
$
34,705
$
749,293
764,659
89,048
16,311
81,113
80,340
$
(612,884)
$
6,101
$
7,446
$
(128,615)
413,401
(3,668)
(1,008)
55,980
68,239
913,710
919,454
861,310
(599,337)
(76,303)
480,632
$
8,716,738
$
464,799
$
349,644
$
11,265,789
461,629
628,376
9,531,181
12,355,794
We allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment.
We do not allocate marketing, general and administrative expenses to the debt and preferred equity segment because that
segment does not have dedicated personnel and the use of personnel and resources is dependent on transaction volume between
the three segments, which varies between periods. In addition, we base performance on the individual segments prior to
allocating marketing, general and administrative expenses. SUMMIT segment incurs its own marketing, general and
administrative expenses for its dedicated personnel, which are included in SUMMIT Operator expenses in the consolidated
statements of operations. For the years ended, December 31, 2023, 2022, and 2021 marketing, general and administrative
expenses totaled $111.4 million, $93.8 million, and $94.9 million respectively. All other expenses, except interest and
SUMMIT operator expenses, relate entirely to the real estate assets.
There were no transactions between the above three segments other than the SUMMIT lease with our One Vanderbilt
Avenue joint venture, which is part of the real estate segment. See Note 10, "Related Party Transactions."
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Column A
Column B
Column C
Initial Cost
Column E Gross Amount at Which
Carried at Close of Period
Column F
Column G
Column H
Column I
Encumbrances
Land
Building &
Improvements
Land
Building &
Improvements
Land
Building &
Improvements (3)
Total
Accumulated
Depreciation
Date of
Date
Construction
Acquired
Depreciation is
Computed
$
277,238
$
—
$
333,499
$
$
242,766
$
—
$
576,265
$
576,265
$
227,258
19,844
18,846
—
115,769
140,946
72,821
19,844
188,590
208,434
12,521
18,846
153,467
172,313
88,276
28,873
12,680
28,873
100,956
129,829
51,093
251,523
83,936
51,093
335,459
386,552
112,937
450,000
78,282
452,631
(15,086)
78,282
437,545
515,827
201,735
1956
12/2004
Various
114,077
550,819
5,406
114,077
556,225
670,302
238,462
1970
1/2007
Various
—
791,106
139,416
—
930,522
930,522
404,093
1969
1/2007
Various
90,941
431,517
14,566
90,941
446,083
537,024
196,985
1966
1/2007
Various
100,000
27,852
161,343
(6,939)
(23,245)
20,913
138,098
159,011
46,789
1973-1984
1/2007
Various
Description (2)
420 Lexington
Ave
711 Third Avenue
555 W. 57th Street
461 Fifth Avenue
750 Third Avenue
485 Lexington
Avenue
810 Seventh
Avenue
1185 Avenue of
the Americas
1350 Avenue of
the Americas
1-6 Landmark
Square (4)
7 Landmark
Square (4)
100 Church Street
370,000
34,994
11,060
34,994
194,992
229,986
125 Park Avenue
19 East 65th Street
304 Park Avenue
760 Madison
Avenue
719 Seventh
Avenue (5)(6)
110 Greene Street
7 Dey / 185
Broadway
885 Third Avenue
(7)
690 Madison (6)
Other (8)
Total
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
284,286
8,314
(2,450)
187,847
281,836
196,161
477,997
4,991
1996/2012
7/2014
Various
50,000
—
41,180
45,120
46,232
228,393
(4,720)
41,180
41,512
82,692
4,578
45,120
232,971
278,091
190,148
45,540
27,865
207,635
45,540
235,500
281,040
12,200
1921
8/2015
Various
—
138,444
244,040
(138,444)
(125,747)
—
118,293
118,293
60,000
—
13,820
20,635
51,732
16,224
—
2,302
28
13,820
51,760
65,580
611,561
22,937
627,785
650,722
$
1,497,386
$ 1,210,669
$
4,495,893
$ (117,996) $
1,467,536
$ 1,092,671 $
5,963,429
$ 7,056,100
$ 2,035,311
Includes depreciable real estate reserves and impairments recorded subsequent to acquisition.
All properties located in New York, New York unless otherwise noted.
Includes right of use lease assets.
Property located in Connecticut.
We own a 75.0% interest in this property.
Property is included in the Company's alternative strategy portfolio.
In December 2022, the Company sold 414,317 square feet of office leasehold condominium units at the property. The Company retained the remaining 218,796 square feet of the building.
Other includes a land development project, tenant improvements of eEmerge, capitalized interest and corporate improvements.
Life on
Which
Various
Various
Various
Various
Various
1927
1955
1971
1988
1958
3/1998
5/1998
1/1999
10/2003
7/2004
2007
1959
1923
1929
1930
1927
1910
1986
1879
1/2007
1/2010
10/2010
1/2012
6/2012
7/2014
7/2015
7/2020
9/2021
Various
Various
Various
Various
Various
Various
Various
Various
Various
91,897
98,508
45,700
695
78,305
5,986
57,067
11,040
3,863
33,669
—
1,721
8,417
(1,338)
(6,240)
383
2,177
2,560
120,900
8,603
54,489
183,932
270,598
2,074
90,643
23,312
120,900
293,910
414,810
129,990
3,345
9,096
8,603
54,489
5,419
14,022
7
99,739
154,228
33,134
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85
21. Segment Information
The Company has three reportable segments, real estate, debt and preferred equity investments, and SUMMIT. In the
fourth quarter of 2023, due to quantitative thresholds, SUMMIT was identified as a reportable segment. As such, prior period
segment data has been restated to reflect SUMMIT as a reportable segment for comparative purposes.
We evaluate real estate performance and allocate resources based on earnings contributions. The primary sources of
revenue are generated from tenant rents, escalations and reimbursement revenue. Real estate property operating expenses
consist primarily of security, maintenance, utility costs, insurance, real estate taxes and, at certain properties, ground rent
expense. See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity
investments. SUMMIT currently operates one location at One Vanderbilt Avenue in midtown Manhattan with the primary
source of revenue generated from ticket sales.
Selected consolidated results of operations for the years ended December 31, 2023, 2022, and 2021, and selected asset
information as of December 31, 2023 and 2022, regarding our operating segments are as follows (in thousands):
Real Estate
SUMMIT
Equity
Total Company
Debt and Preferred
$
760,745
$
118,260
$
34,705
$
749,293
764,659
89,048
16,311
$
(612,884)
$
6,101
$
7,446
$
(128,615)
413,401
(3,668)
(1,008)
81,113
80,340
55,980
68,239
913,710
919,454
861,310
(599,337)
(76,303)
480,632
Total revenues
Years ended:
December 31, 2023
December 31, 2022
December 31, 2021
Net (loss) income
Years ended:
December 31, 2023
December 31, 2022
December 31, 2021
Total assets
As of:
December 31, 2023
December 31, 2022
$
8,716,738
$
464,799
$
349,644
$
11,265,789
461,629
628,376
9,531,181
12,355,794
We allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment.
We do not allocate marketing, general and administrative expenses to the debt and preferred equity segment because that
segment does not have dedicated personnel and the use of personnel and resources is dependent on transaction volume between
the three segments, which varies between periods. In addition, we base performance on the individual segments prior to
allocating marketing, general and administrative expenses. SUMMIT segment incurs its own marketing, general and
administrative expenses for its dedicated personnel, which are included in SUMMIT Operator expenses in the consolidated
statements of operations. For the years ended, December 31, 2023, 2022, and 2021 marketing, general and administrative
expenses totaled $111.4 million, $93.8 million, and $94.9 million respectively. All other expenses, except interest and
SUMMIT operator expenses, relate entirely to the real estate assets.
There were no transactions between the above three segments other than the SUMMIT lease with our One Vanderbilt
Avenue joint venture, which is part of the real estate segment. See Note 10, "Related Party Transactions."
Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2023
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2023
(in thousands)
Column A
Column B
Column C
Initial Cost
Column D Cost
Capitalized
Subsequent To
Acquisition (1)
Column E Gross Amount at Which
Carried at Close of Period
Column F
Column G
Column H
Column I
Encumbrances
Land
Building &
Improvements
Land
Building &
Improvements
Land
Building &
Improvements (3)
Total
Accumulated
Depreciation
Date of
Construction
Date
Acquired
$
277,238
$
—
$
333,499
$
$
242,766
$
—
$
576,265
$
576,265
$
227,258
19,844
18,846
—
115,769
140,946
72,821
19,844
188,590
208,434
12,521
18,846
153,467
172,313
88,276
28,873
12,680
28,873
100,956
129,829
51,093
251,523
83,936
51,093
335,459
386,552
112,937
Life on
Which
Depreciation is
Computed
Various
Various
Various
Various
Various
1927
1955
1971
1988
1958
3/1998
5/1998
1/1999
10/2003
7/2004
450,000
78,282
452,631
—
—
—
114,077
550,819
—
791,106
90,941
431,517
(15,086)
78,282
437,545
515,827
201,735
1956
12/2004
Various
5,406
114,077
556,225
670,302
238,462
1970
1/2007
Various
139,416
—
930,522
930,522
404,093
1969
1/2007
Various
14,566
90,941
446,083
537,024
196,985
1966
1/2007
Various
100,000
27,852
161,343
(6,939)
(23,245)
20,913
138,098
159,011
46,789
1973-1984
1/2007
Various
—
—
—
—
—
—
—
—
91,897
98,508
45,700
695
78,305
100 Church Street
370,000
34,994
11,060
34,994
194,992
229,986
—
1,721
8,417
(1,338)
(6,240)
383
2,177
2,560
120,900
8,603
54,489
183,932
270,598
2,074
90,643
—
—
—
—
23,312
120,900
293,910
414,810
129,990
3,345
9,096
8,603
54,489
5,419
14,022
7
99,739
154,228
33,134
2007
1959
1923
1929
1930
1/2007
1/2010
10/2010
1/2012
6/2012
Various
Various
Various
Various
Various
—
—
—
—
—
—
—
—
284,286
8,314
(2,450)
187,847
281,836
196,161
477,997
4,991
1996/2012
7/2014
Various
50,000
—
41,180
45,120
46,232
228,393
190,148
45,540
27,865
—
—
—
(4,720)
41,180
41,512
82,692
4,578
45,120
232,971
278,091
5,986
57,067
1927
1910
7/2014
7/2015
Various
Various
207,635
45,540
235,500
281,040
12,200
1921
8/2015
Various
—
138,444
244,040
(138,444)
(125,747)
—
118,293
118,293
60,000
—
13,820
20,635
51,732
16,224
—
2,302
28
13,820
51,760
65,580
611,561
22,937
627,785
650,722
11,040
3,863
33,669
1986
1879
7/2020
9/2021
Various
Various
$
1,497,386
$ 1,210,669
$
4,495,893
$ (117,996) $
1,467,536
$ 1,092,671 $
5,963,429
$ 7,056,100
$ 2,035,311
Description (2)
420 Lexington
Ave
711 Third Avenue
555 W. 57th Street
461 Fifth Avenue
750 Third Avenue
485 Lexington
Avenue
810 Seventh
Avenue
1185 Avenue of
the Americas
1350 Avenue of
the Americas
1-6 Landmark
Square (4)
7 Landmark
Square (4)
125 Park Avenue
19 East 65th Street
304 Park Avenue
760 Madison
Avenue
719 Seventh
Avenue (5)(6)
110 Greene Street
7 Dey / 185
Broadway
885 Third Avenue
(7)
690 Madison (6)
Other (8)
Total
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Includes depreciable real estate reserves and impairments recorded subsequent to acquisition.
All properties located in New York, New York unless otherwise noted.
Includes right of use lease assets.
Property located in Connecticut.
We own a 75.0% interest in this property.
Property is included in the Company's alternative strategy portfolio.
In December 2022, the Company sold 414,317 square feet of office leasehold condominium units at the property. The Company retained the remaining 218,796 square feet of the building.
Other includes a land development project, tenant improvements of eEmerge, capitalized interest and corporate improvements.
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Table of Contents
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2023
(in thousands)
To the Shareholders and the Board of Directors of SL Green Realty Corp.
Report of Independent Registered Public Accounting Firm
The changes in real estate for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):
Opinion on the Financial Statements
Balance at beginning of year
Property acquisitions
Improvements
Retirements/disposals/deconsolidation
Balance at end of year
Year Ended December 31,
2022
2021
2023
$
9,198,799 $
7,650,907 $
7,355,079
—
1,900,042
241,213
(2,383,912)
335,413
(687,563)
124,103
296,876
(125,151)
We have audited the accompanying consolidated balance sheets of SL Green Realty Corp. (the Company) as of December 31,
2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each
of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the
Index at Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and
2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in
$
7,056,100 $
9,198,799 $
7,650,907
conformity with U.S. generally accepted accounting principles.
The aggregate cost of land, buildings and improvements, before depreciation, for Federal income tax purposes as of
December 31, 2023 was $4.4 billion (unaudited).
The changes in accumulated depreciation, exclusive of amounts relating to equipment, autos, and furniture and fixtures,
for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Balance at beginning of year
Depreciation for year
Retirements/disposals/deconsolidation
Balance at end of year
Year Ended December 31,
2022
2021
2023
$
2,039,554 $
1,896,199 $
1,956,077
199,576
(203,819)
175,465
(32,110)
174,219
(234,097)
$
2,035,311 $
2,039,554 $
1,896,199
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Joint Venture Consolidation Assessment
Description of
the Matter
The Company accounted for certain investments in real estate joint ventures under the equity method of
accounting and consolidated certain other investments in real estate joint ventures. At December 31, 2023,
the Company’s investments in unconsolidated joint ventures was $3.0 billion and noncontrolling interests in
consolidated other partnerships was $69.6 million. As discussed in Note 2 to the consolidated financial
statements, for each joint venture, the Company evaluated the rights provided to each party in the venture to
assess the consolidation of the venture.
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2023
(in thousands)
To the Shareholders and the Board of Directors of SL Green Realty Corp.
Report of Independent Registered Public Accounting Firm
The changes in real estate for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):
Opinion on the Financial Statements
Balance at beginning of year
Property acquisitions
Improvements
Retirements/disposals/deconsolidation
Balance at end of year
Balance at beginning of year
Depreciation for year
Retirements/disposals/deconsolidation
Balance at end of year
Year Ended December 31,
2023
2022
2021
$
9,198,799 $
7,650,907 $
7,355,079
—
1,900,042
241,213
(2,383,912)
335,413
(687,563)
124,103
296,876
(125,151)
$
7,056,100 $
9,198,799 $
7,650,907
Year Ended December 31,
2023
2022
2021
$
2,039,554 $
1,896,199 $
1,956,077
199,576
(203,819)
175,465
(32,110)
174,219
(234,097)
$
2,035,311 $
2,039,554 $
1,896,199
The aggregate cost of land, buildings and improvements, before depreciation, for Federal income tax purposes as of
December 31, 2023 was $4.4 billion (unaudited).
The changes in accumulated depreciation, exclusive of amounts relating to equipment, autos, and furniture and fixtures,
for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):
We have audited the accompanying consolidated balance sheets of SL Green Realty Corp. (the Company) as of December 31,
2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each
of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the
Index at Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and
2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Description of
the Matter
Joint Venture Consolidation Assessment
The Company accounted for certain investments in real estate joint ventures under the equity method of
accounting and consolidated certain other investments in real estate joint ventures. At December 31, 2023,
the Company’s investments in unconsolidated joint ventures was $3.0 billion and noncontrolling interests in
consolidated other partnerships was $69.6 million. As discussed in Note 2 to the consolidated financial
statements, for each joint venture, the Company evaluated the rights provided to each party in the venture to
assess the consolidation of the venture.
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/s/ Ernst & Young LLP
New York, New York
February 23, 2024
We have served as the Company‘s auditor since 1997.
Table of Contents
How We
Addressed the
Matter in Our
Audit
Auditing management’s joint venture consolidation analyses was complex and highly judgmental due to the
subjectivity in assessing which activities most significantly impact a joint venture’s economic performance
based on the purpose and design of the entity over the duration of its expected life and assessing which party
has rights to direct those activities. We tested the Company’s controls over the assessment of joint venture
consolidation. For example, we tested controls over management's review of the consolidation analyses for
newly formed ventures as well as controls over management's identification of reconsideration events which
could trigger modified consolidation conclusions for existing ventures.
To test the Company’s consolidation assessment for real estate joint ventures, our procedures included,
among others, reviewing new and amended joint venture agreements and discussing with management the
nature of the rights conveyed to the Company through the joint venture agreements as well as the business
purpose of the joint venture transactions. We reviewed management’s assessment of the activities that
would most significantly impact the joint venture’s economic performance and evaluated whether the joint
venture agreements provided participating or protective rights to the Company. We also evaluated
transactions with the joint ventures for events which would require a reconsideration of previous
consolidation conclusions.
Description of
the Matter
Impairment of Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures
At December 31, 2023, the Company’s commercial real estate properties, at cost totaled approximately $5.0
billion. As described in Note 2 to the consolidated financial statements, real estate properties are
periodically reviewed for impairment when circumstances indicate that the carrying value of a property may
not be recoverable. For the year ended December 31, 2023, the Company recognized $249.5 million of
impairment losses on its commercial real estate properties, which is included in depreciable real estate
reserves and impairments in the consolidated statements of operations.
How We
Addressed the
Matter in Our
Audit
At December 31, 2023, the Company’s investments in unconsolidated joint ventures was $3.0 billion. As
described in Note 2 to the consolidated financial statements, investments in unconsolidated joint ventures
are assessed for recoverability, and if it is determined that a loss in value of the investment is other than
temporary, the investment is written down to its fair value. For the year ended December 31, 2023, the
Company recognized $132.9 million of other than temporary impairment losses on its investments in
unconsolidated joint ventures, which is included in depreciable real estate reserves and impairments in the
consolidated statements of operations.
Auditing the Company’s accounting for impairment of commercial real estate properties and investments in
unconsolidated joint ventures was especially challenging and involved a high degree of subjectivity as a
result of the assumptions and estimates inherent in the determination of estimated future cash flows and the
estimated fair value of commercial real estate properties and investments in unconsolidated joint ventures.
In particular, management’s assumptions and estimates included estimated revenue and expense growth
rates, discount rates and capitalization rates, which were sensitive to expectations about future operations,
market or economic conditions, demand and competition. We obtained an understanding, evaluated the
design, and tested the operating effectiveness of controls over the Company’s commercial real estate
properties and investments in unconsolidated joint ventures impairment process. This included testing of
controls over management's review of the significant assumptions and data inputs utilized in the estimation
of expected future cash flows and the determination of fair value.
To test the Company's accounting for impairment of commercial real estate properties and investments in
unconsolidated joint ventures, we performed audit procedures that included, among others, evaluating the
methodologies applied and testing the significant assumptions discussed above and the underlying data used
by the Company in its impairment analyses. We held discussions with management about the current status
of potential transactions and the Company’s intent and ability to fund future operations of investments in
unconsolidated joint ventures. We also discussed management’s judgments to understand the probability of
future events that could affect the holding period and other cash flow assumptions for the properties. In
certain cases, we involved our valuation specialists to assist in performing these procedures. We compared
the significant assumptions used by management to historical data and observable market-specific data. We
also assessed management’s estimates and performed sensitivity analyses of significant assumptions to
evaluate the changes in estimated future cash flows that would result from changes in the assumptions. In
addition, we assessed information and events subsequent to the balance sheet date to corroborate certain of
the key assumptions utilized by management.
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/s/ Ernst & Young LLP
We have served as the Company‘s auditor since 1997.
New York, New York
February 23, 2024
Table of Contents
How We
Addressed the
Matter in Our
Audit
Auditing management’s joint venture consolidation analyses was complex and highly judgmental due to the
subjectivity in assessing which activities most significantly impact a joint venture’s economic performance
based on the purpose and design of the entity over the duration of its expected life and assessing which party
has rights to direct those activities. We tested the Company’s controls over the assessment of joint venture
consolidation. For example, we tested controls over management's review of the consolidation analyses for
newly formed ventures as well as controls over management's identification of reconsideration events which
could trigger modified consolidation conclusions for existing ventures.
To test the Company’s consolidation assessment for real estate joint ventures, our procedures included,
among others, reviewing new and amended joint venture agreements and discussing with management the
nature of the rights conveyed to the Company through the joint venture agreements as well as the business
purpose of the joint venture transactions. We reviewed management’s assessment of the activities that
would most significantly impact the joint venture’s economic performance and evaluated whether the joint
venture agreements provided participating or protective rights to the Company. We also evaluated
transactions with the joint ventures for events which would require a reconsideration of previous
consolidation conclusions.
Description of
At December 31, 2023, the Company’s commercial real estate properties, at cost totaled approximately $5.0
Impairment of Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures
the Matter
billion. As described in Note 2 to the consolidated financial statements, real estate properties are
periodically reviewed for impairment when circumstances indicate that the carrying value of a property may
not be recoverable. For the year ended December 31, 2023, the Company recognized $249.5 million of
impairment losses on its commercial real estate properties, which is included in depreciable real estate
reserves and impairments in the consolidated statements of operations.
How We
Addressed the
Matter in Our
Audit
At December 31, 2023, the Company’s investments in unconsolidated joint ventures was $3.0 billion. As
described in Note 2 to the consolidated financial statements, investments in unconsolidated joint ventures
are assessed for recoverability, and if it is determined that a loss in value of the investment is other than
temporary, the investment is written down to its fair value. For the year ended December 31, 2023, the
Company recognized $132.9 million of other than temporary impairment losses on its investments in
unconsolidated joint ventures, which is included in depreciable real estate reserves and impairments in the
consolidated statements of operations.
Auditing the Company’s accounting for impairment of commercial real estate properties and investments in
unconsolidated joint ventures was especially challenging and involved a high degree of subjectivity as a
result of the assumptions and estimates inherent in the determination of estimated future cash flows and the
estimated fair value of commercial real estate properties and investments in unconsolidated joint ventures.
In particular, management’s assumptions and estimates included estimated revenue and expense growth
rates, discount rates and capitalization rates, which were sensitive to expectations about future operations,
market or economic conditions, demand and competition. We obtained an understanding, evaluated the
design, and tested the operating effectiveness of controls over the Company’s commercial real estate
properties and investments in unconsolidated joint ventures impairment process. This included testing of
controls over management's review of the significant assumptions and data inputs utilized in the estimation
of expected future cash flows and the determination of fair value.
To test the Company's accounting for impairment of commercial real estate properties and investments in
unconsolidated joint ventures, we performed audit procedures that included, among others, evaluating the
methodologies applied and testing the significant assumptions discussed above and the underlying data used
by the Company in its impairment analyses. We held discussions with management about the current status
of potential transactions and the Company’s intent and ability to fund future operations of investments in
unconsolidated joint ventures. We also discussed management’s judgments to understand the probability of
future events that could affect the holding period and other cash flow assumptions for the properties. In
certain cases, we involved our valuation specialists to assist in performing these procedures. We compared
the significant assumptions used by management to historical data and observable market-specific data. We
also assessed management’s estimates and performed sensitivity analyses of significant assumptions to
evaluate the changes in estimated future cash flows that would result from changes in the assumptions. In
addition, we assessed information and events subsequent to the balance sheet date to corroborate certain of
the key assumptions utilized by management.
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89
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Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SL Green Realty Corp.
Opinion on Internal Control Over Financial Reporting
To the Partners of SL Green Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited SL Green Realty Corp.'s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, SL Green Realty Corp. (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 23, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 23, 2024
We have audited the accompanying consolidated balance sheets of SL Green Operating Partnership, L.P. (the Operating
Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss)
income, capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and
financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Operating Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an
opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Joint Venture Consolidation Assessment
Description of
The Operating Partnership accounted for certain investments in real estate joint ventures under the equity
the Matter
method of accounting and consolidated certain other investments in real estate joint ventures. At December
31, 2023, the Operating Partnership’s investments in unconsolidated joint ventures was $3.0 billion and
noncontrolling interests in consolidated other partnerships was $69.6 million. As discussed in Note 2 to the
consolidated financial statements, for each joint venture, the Operating Partnership evaluated the rights
provided to each party in the venture to assess the consolidation of the venture.
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Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SL Green Realty Corp.
Opinion on Internal Control Over Financial Reporting
To the Partners of SL Green Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited SL Green Realty Corp.'s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, SL Green Realty Corp. (the Company) maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 23, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 23, 2024
We have audited the accompanying consolidated balance sheets of SL Green Operating Partnership, L.P. (the Operating
Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss)
income, capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and
financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Operating Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an
opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Joint Venture Consolidation Assessment
Description of
the Matter
The Operating Partnership accounted for certain investments in real estate joint ventures under the equity
method of accounting and consolidated certain other investments in real estate joint ventures. At December
31, 2023, the Operating Partnership’s investments in unconsolidated joint ventures was $3.0 billion and
noncontrolling interests in consolidated other partnerships was $69.6 million. As discussed in Note 2 to the
consolidated financial statements, for each joint venture, the Operating Partnership evaluated the rights
provided to each party in the venture to assess the consolidation of the venture.
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/s/ Ernst & Young LLP
New York, New York
February 23, 2024
We have served as the Operating Partnership's auditor since 2010.
Table of Contents
How We
Addressed the
Matter in Our
Audit
Auditing management’s joint venture consolidation analyses was complex and highly judgmental due to the
subjectivity in assessing which activities most significantly impact a joint venture’s economic performance
based on the purpose and design of the entity over the duration of its expected life and assessing which party
has rights to direct those activities. We tested the Operating Partnership’s controls over the assessment of
joint venture consolidation. For example, we tested controls over management's review of the consolidation
analyses for newly formed ventures as well as controls over management's identification of reconsideration
events which could trigger modified consolidation conclusions for existing ventures.
To test the Operating Partnership’s consolidation assessment for real estate joint ventures, our procedures
included, among others, reviewing new and amended joint venture agreements and discussing with
management the nature of the rights conveyed to the Operating Partnership through the joint venture
agreements as well as the business purpose of the joint venture transactions. We reviewed management’s
assessment of the activities that would most significantly impact the joint venture’s economic performance
and evaluated whether the joint venture agreements provided participating or protective rights to the
Operating Partnership. We also evaluated transactions with the joint ventures for events which would
require a reconsideration of previous consolidation conclusions.
Impairment of Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures
Description of
the Matter
At December 31, 2023, the Operating Partnership’s commercial real estate properties, at cost totaled
approximately $5.0 billion. As described in Note 2 to the consolidated financial statements, real estate
properties are periodically reviewed for impairment when circumstances indicate that the carrying value of a
property may not be recoverable. For the year ended December 31, 2023, the Operating Partnership
recognized $249.5 million of impairment losses on its commercial real estate properties, which is included
in depreciable real estate reserves and impairments in the consolidated statements of operations.
How We
Addressed the
Matter in Our
Audit
At December 31, 2023, the Operating Partnership’s investments in unconsolidated joint ventures was $3.0
billion. As described in Note 2 to the consolidated financial statements, investments in unconsolidated joint
ventures are assessed for recoverability, and if it is determined that a loss in value of the investment is other
than temporary, the investment is written down to its fair value. For the year ended December 31, 2023, the
Operating Partnership recognized $132.9 million of other than temporary impairment losses on its
investments in unconsolidated joint ventures, which is included in depreciable real estate reserves and
impairments in the consolidated statements of operations.
Auditing the Operating Partnership’s accounting for impairment of commercial real estate properties and
investments in unconsolidated joint ventures was especially challenging and involved a high degree of
subjectivity as a result of the assumptions and estimates inherent in the determination of estimated future
cash flows and the estimated fair value of commercial real estate properties and investments in
unconsolidated joint ventures. In particular, management’s assumptions and estimates included estimated
revenue and expense growth rates, discount rates and capitalization rates, which were sensitive to
expectations about future operations, market or economic conditions, demand and competition. We obtained
an understanding, evaluated the design, and tested the operating effectiveness of controls over the Operating
Partnership’s commercial real estate properties and investments in unconsolidated joint ventures impairment
process. This included testing of controls over management's review of the significant assumptions and data
inputs utilized in the estimation of expected future cash flows and the determination of fair value.
To test the Operating Partnership's accounting for impairment of commercial real estate properties and
investments in unconsolidated joint ventures, we performed audit procedures that included, among others,
evaluating the methodologies applied and testing the significant assumptions discussed above and the
underlying data used by the Operating Partnership in its impairment analyses. We held discussions with
management about the current status of potential transactions and the Operating Partnership’s intent and
ability to fund future operations of investments in unconsolidated joint ventures. We also discussed
management’s judgments to understand the probability of future events that could affect the holding period
and other cash flow assumptions for the properties. In certain cases, we involved our valuation specialists to
assist in performing these procedures. We compared the significant assumptions used by management to
historical data and observable market-specific data. We also assessed management’s estimates and
performed sensitivity analyses of significant assumptions to evaluate the changes in estimated future cash
flows that would result from changes in the assumptions. In addition, we assessed information and events
subsequent to the balance sheet date to corroborate certain of the key assumptions utilized by management.
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Table of Contents
/s/ Ernst & Young LLP
We have served as the Operating Partnership's auditor since 2010.
New York, New York
February 23, 2024
Table of Contents
How We
Addressed the
Matter in Our
Audit
Auditing management’s joint venture consolidation analyses was complex and highly judgmental due to the
subjectivity in assessing which activities most significantly impact a joint venture’s economic performance
based on the purpose and design of the entity over the duration of its expected life and assessing which party
has rights to direct those activities. We tested the Operating Partnership’s controls over the assessment of
joint venture consolidation. For example, we tested controls over management's review of the consolidation
analyses for newly formed ventures as well as controls over management's identification of reconsideration
events which could trigger modified consolidation conclusions for existing ventures.
To test the Operating Partnership’s consolidation assessment for real estate joint ventures, our procedures
included, among others, reviewing new and amended joint venture agreements and discussing with
management the nature of the rights conveyed to the Operating Partnership through the joint venture
agreements as well as the business purpose of the joint venture transactions. We reviewed management’s
assessment of the activities that would most significantly impact the joint venture’s economic performance
and evaluated whether the joint venture agreements provided participating or protective rights to the
Operating Partnership. We also evaluated transactions with the joint ventures for events which would
require a reconsideration of previous consolidation conclusions.
Impairment of Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures
Description of
At December 31, 2023, the Operating Partnership’s commercial real estate properties, at cost totaled
the Matter
approximately $5.0 billion. As described in Note 2 to the consolidated financial statements, real estate
properties are periodically reviewed for impairment when circumstances indicate that the carrying value of a
property may not be recoverable. For the year ended December 31, 2023, the Operating Partnership
recognized $249.5 million of impairment losses on its commercial real estate properties, which is included
in depreciable real estate reserves and impairments in the consolidated statements of operations.
How We
Addressed the
Matter in Our
Audit
At December 31, 2023, the Operating Partnership’s investments in unconsolidated joint ventures was $3.0
billion. As described in Note 2 to the consolidated financial statements, investments in unconsolidated joint
ventures are assessed for recoverability, and if it is determined that a loss in value of the investment is other
than temporary, the investment is written down to its fair value. For the year ended December 31, 2023, the
Operating Partnership recognized $132.9 million of other than temporary impairment losses on its
investments in unconsolidated joint ventures, which is included in depreciable real estate reserves and
impairments in the consolidated statements of operations.
Auditing the Operating Partnership’s accounting for impairment of commercial real estate properties and
investments in unconsolidated joint ventures was especially challenging and involved a high degree of
subjectivity as a result of the assumptions and estimates inherent in the determination of estimated future
cash flows and the estimated fair value of commercial real estate properties and investments in
unconsolidated joint ventures. In particular, management’s assumptions and estimates included estimated
revenue and expense growth rates, discount rates and capitalization rates, which were sensitive to
expectations about future operations, market or economic conditions, demand and competition. We obtained
an understanding, evaluated the design, and tested the operating effectiveness of controls over the Operating
Partnership’s commercial real estate properties and investments in unconsolidated joint ventures impairment
process. This included testing of controls over management's review of the significant assumptions and data
inputs utilized in the estimation of expected future cash flows and the determination of fair value.
To test the Operating Partnership's accounting for impairment of commercial real estate properties and
investments in unconsolidated joint ventures, we performed audit procedures that included, among others,
evaluating the methodologies applied and testing the significant assumptions discussed above and the
underlying data used by the Operating Partnership in its impairment analyses. We held discussions with
management about the current status of potential transactions and the Operating Partnership’s intent and
ability to fund future operations of investments in unconsolidated joint ventures. We also discussed
management’s judgments to understand the probability of future events that could affect the holding period
and other cash flow assumptions for the properties. In certain cases, we involved our valuation specialists to
assist in performing these procedures. We compared the significant assumptions used by management to
historical data and observable market-specific data. We also assessed management’s estimates and
performed sensitivity analyses of significant assumptions to evaluate the changes in estimated future cash
flows that would result from changes in the assumptions. In addition, we assessed information and events
subsequent to the balance sheet date to corroborate certain of the key assumptions utilized by management.
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P.
Opinion on Internal Control Over Financial Reporting
We have audited SL Green Operating Partnership, L.P.'s internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SL Green Operating Partnership, L.P. (the
Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2023 consolidated financial statements of the Operating Partnership and our report dated February 23, 2024
expressed an unqualified opinion thereon.
Basis for Opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership's
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
financial reporting was effective as of December 31, 2023.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 23, 2024
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CONTROLS AND PROCEDURES
SL GREEN REALTY CORP.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange
Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise
required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the
Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily
substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of
the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its
disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and
disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and
the rules and regulations promulgated thereunder.
Management's Report on Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the
Company's management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework) (COSO). Based on that evaluation, the Company concluded that its internal control over
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2023 has been audited by
Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Company's internal control over financial reporting during the year ended
December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial
reporting.
SL GREEN OPERATING PARTNERSHIP, L.P.
Evaluation of Disclosure Controls and Procedures
The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Operating Partnership's Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to
the Operating Partnership's management, including the Chief Executive Officer and Chief Financial Officer of the Operating
Partnership's general partner, as appropriate, to allow timely decisions regarding required disclosure based closely on the
definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a
control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will
detect or uncover failures within the Operating Partnership to disclose material information otherwise required to be set forth in
the Operating Partnership's periodic reports. Also, the Operating Partnership has investments in certain unconsolidated entities.
As the Operating Partnership does not control these entities, the Operating Partnership's disclosure controls and procedures with
respect to such entities are necessarily substantially more limited than those it maintains with respect to its consolidated
subsidiaries.
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P.
Opinion on Internal Control Over Financial Reporting
We have audited SL Green Operating Partnership, L.P.'s internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SL Green Operating Partnership, L.P. (the
Operating Partnership) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2023 consolidated financial statements of the Operating Partnership and our report dated February 23, 2024
expressed an unqualified opinion thereon.
Basis for Opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership's
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 23, 2024
CONTROLS AND PROCEDURES
SL GREEN REALTY CORP.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange
Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise
required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the
Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily
substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of
the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its
disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and
disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and
the rules and regulations promulgated thereunder.
Management's Report on Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the
Company's management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework) (COSO). Based on that evaluation, the Company concluded that its internal control over
financial reporting was effective as of December 31, 2023.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2023 has been audited by
Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Company's internal control over financial reporting during the year ended
December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial
reporting.
SL GREEN OPERATING PARTNERSHIP, L.P.
Evaluation of Disclosure Controls and Procedures
The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Operating Partnership's Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to
the Operating Partnership's management, including the Chief Executive Officer and Chief Financial Officer of the Operating
Partnership's general partner, as appropriate, to allow timely decisions regarding required disclosure based closely on the
definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a
control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will
detect or uncover failures within the Operating Partnership to disclose material information otherwise required to be set forth in
the Operating Partnership's periodic reports. Also, the Operating Partnership has investments in certain unconsolidated entities.
As the Operating Partnership does not control these entities, the Operating Partnership's disclosure controls and procedures with
respect to such entities are necessarily substantially more limited than those it maintains with respect to its consolidated
subsidiaries.
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ISSUER PURCHASES OF EQUITY SECURITIES
In August 2016, our Board of Directors approved a share repurchase program under which we could buy up to $1.0 billion
of shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of
the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of
2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
during the three months ended December 31, 2023:
Period
October 1-31
November 1-30
December 1-31
Shares repurchased
Average price paid per
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
36,107,719
36,107,719
36,107,719
share
$—
$—
$—
—
—
—
SALE OF UNREGISTERED SECURITIES AND REGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES
During the years ended December 31, 2023, 2022, and 2021 we did not issue any shares of our common stock to holders
of units of limited partnership interest in the Operating Partnership upon the redemption of such units pursuant to the
partnership agreement of the Operating Partnership.
The following table summarizes information, as of December 31, 2023, relating to our equity compensation plans
pursuant to which shares of our common stock or other equity securities may be granted from time to time.
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
(a)
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
(c)
Plan category
holders
Total
(1)
(2)
(3)
(4)
Equity compensation plans approved by security holders (1)
4,692,094 (2)
$
103.52 (3)
4,139,076 (4)
Equity compensation plans not approved by security
—
4,692,094
$
—
103.52
—
4,139,076
Includes our Fifth Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended, and
2008 Employee Stock Purchase Plan.
Includes (i) 115,980 shares of common stock issuable upon the exercise of outstanding options (115,980 of which are vested and exercisable), (ii)
230,295 phantom stock units that may be settled in shares of common stock (230,295 of which are vested), (iii) 2,990,461 LTIP units that, upon the
satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of our
common stock (1,366,248 of which are vested).
Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the
Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors'
Deferral Program and LTIP Units. The number of securities remaining available consists of shares remaining available for issuance under our 2008
Employee Stock Purchase Plan and Fifth Amended and Restated 2005 Stock Option and Incentive Plan.
As of the end of the period covered by this report, the Operating Partnership carried out an evaluation, under the
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the
Operating Partnership's general partner, of the effectiveness of the design and operation of the Operating Partnership's
disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Chief
Executive Officer and Chief Financial Officer of the Operating Partnership's general partner concluded that the Operating
Partnership's disclosure controls and procedures were effective to give reasonable assurances to the timely collection,
evaluation and disclosure of information relating to the Operating Partnership that would potentially be subject to disclosure
under the Exchange Act and the rules and regulations promulgated thereunder.
Management’s Report on Internal Control over Financial Reporting
The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f). Under the supervision and with the
participation of our management, including the Chief Executive Officer and Chief Financial Officer of the Operating
Partnership's general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over
financial reporting as of December 31, 2023 based on the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO). Based on that evaluation,
the Operating Partnership concluded that its internal control over financial reporting was effective as of December 31, 2023.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2023 has
been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears
herein.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Operating Partnership's internal control over financial reporting during the
year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over
financial reporting.
MARKET FOR REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
SL GREEN REALTY CORP.
Our common stock trades on the New York Stock Exchange, or the NYSE, under the symbol "SLG." On February 22,
2024, the reported closing sale price per share of common stock on the NYSE was $46.76 and there were 419 holders of record
of our common stock.
SL GREEN OPERATING PARTNERSHIP, L.P.
As of December 31, 2023, there were 3,949,448 units of limited partnership interest of the Operating Partnership
outstanding and held by persons other than the Company, which received distributions per unit of the same amount and in the
same manner as dividends per share were distributed to common stockholders.
There is no established public trading market for the common units of the Operating Partnership. On February 22, 2024,
weighted-average exercise price calculation.
there were 52 holders of record and 69,221,575 common units outstanding, 64,799,013 of which were held by SL Green.
In order for SL Green to maintain its qualification as a REIT, it must make annual distributions to its stockholders of at
least 90% of its taxable income (not including net capital gains). SL Green has adopted a policy of paying regular dividends on
its common stock, and the Operating Partnership has adopted a policy of paying regular distributions to its common units in the
same amount as dividends paid by SL Green. Cash distributions have been paid on the common stock of SL Green and the
common units of the Operating Partnership since the initial public offering of SL Green. Distributions are declared at the
discretion of the Board of Directors of SL Green and depend on actual and anticipated cash from operations, financial
condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code
and other factors SL Green’s Board of Directors may consider relevant.
Each time SL Green issues shares of stock (other than in exchange for common units of limited partnership interest of the
Operating Partnership, or OP Units, when such OP Units are presented for redemption), it contributes the proceeds of such
issuance to the Operating Partnership in return for an equivalent number of units of limited partnership interest with rights and
preferences analogous to the shares issued.
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As of the end of the period covered by this report, the Operating Partnership carried out an evaluation, under the
ISSUER PURCHASES OF EQUITY SECURITIES
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the
Operating Partnership's general partner, of the effectiveness of the design and operation of the Operating Partnership's
disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Chief
Executive Officer and Chief Financial Officer of the Operating Partnership's general partner concluded that the Operating
Partnership's disclosure controls and procedures were effective to give reasonable assurances to the timely collection,
evaluation and disclosure of information relating to the Operating Partnership that would potentially be subject to disclosure
under the Exchange Act and the rules and regulations promulgated thereunder.
Management’s Report on Internal Control over Financial Reporting
The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f). Under the supervision and with the
participation of our management, including the Chief Executive Officer and Chief Financial Officer of the Operating
Partnership's general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over
financial reporting as of December 31, 2023 based on the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO). Based on that evaluation,
the Operating Partnership concluded that its internal control over financial reporting was effective as of December 31, 2023.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2023 has
been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears
herein.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Operating Partnership's internal control over financial reporting during the
year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over
MARKET FOR REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
financial reporting.
PURCHASES OF EQUITY SECURITIES
SL GREEN REALTY CORP.
of our common stock.
SL GREEN OPERATING PARTNERSHIP, L.P.
Our common stock trades on the New York Stock Exchange, or the NYSE, under the symbol "SLG." On February 22,
2024, the reported closing sale price per share of common stock on the NYSE was $46.76 and there were 419 holders of record
As of December 31, 2023, there were 3,949,448 units of limited partnership interest of the Operating Partnership
outstanding and held by persons other than the Company, which received distributions per unit of the same amount and in the
same manner as dividends per share were distributed to common stockholders.
There is no established public trading market for the common units of the Operating Partnership. On February 22, 2024,
there were 52 holders of record and 69,221,575 common units outstanding, 64,799,013 of which were held by SL Green.
In order for SL Green to maintain its qualification as a REIT, it must make annual distributions to its stockholders of at
least 90% of its taxable income (not including net capital gains). SL Green has adopted a policy of paying regular dividends on
its common stock, and the Operating Partnership has adopted a policy of paying regular distributions to its common units in the
same amount as dividends paid by SL Green. Cash distributions have been paid on the common stock of SL Green and the
common units of the Operating Partnership since the initial public offering of SL Green. Distributions are declared at the
discretion of the Board of Directors of SL Green and depend on actual and anticipated cash from operations, financial
condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code
and other factors SL Green’s Board of Directors may consider relevant.
Each time SL Green issues shares of stock (other than in exchange for common units of limited partnership interest of the
Operating Partnership, or OP Units, when such OP Units are presented for redemption), it contributes the proceeds of such
issuance to the Operating Partnership in return for an equivalent number of units of limited partnership interest with rights and
preferences analogous to the shares issued.
In August 2016, our Board of Directors approved a share repurchase program under which we could buy up to $1.0 billion
of shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of
the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of
2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
during the three months ended December 31, 2023:
Period
October 1-31
November 1-30
December 1-31
Shares repurchased
Average price paid per
share
—
—
—
$—
$—
$—
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
36,107,719
36,107,719
36,107,719
SALE OF UNREGISTERED SECURITIES AND REGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES
During the years ended December 31, 2023, 2022, and 2021 we did not issue any shares of our common stock to holders
of units of limited partnership interest in the Operating Partnership upon the redemption of such units pursuant to the
partnership agreement of the Operating Partnership.
The following table summarizes information, as of December 31, 2023, relating to our equity compensation plans
pursuant to which shares of our common stock or other equity securities may be granted from time to time.
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
Plan category
Equity compensation plans approved by security holders (1)
Equity compensation plans not approved by security
holders
Total
(a)
(b)
(c)
4,692,094 (2)
$
103.52 (3)
4,139,076 (4)
—
4,692,094
$
—
103.52
—
4,139,076
(1)
(2)
(3)
(4)
Includes our Fifth Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended, and
2008 Employee Stock Purchase Plan.
Includes (i) 115,980 shares of common stock issuable upon the exercise of outstanding options (115,980 of which are vested and exercisable), (ii)
230,295 phantom stock units that may be settled in shares of common stock (230,295 of which are vested), (iii) 2,990,461 LTIP units that, upon the
satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of our
common stock (1,366,248 of which are vested).
Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the
weighted-average exercise price calculation.
Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors'
Deferral Program and LTIP Units. The number of securities remaining available consists of shares remaining available for issuance under our 2008
Employee Stock Purchase Plan and Fifth Amended and Restated 2005 Stock Option and Incentive Plan.
96
97
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
SL GREEN REALTY CORP.
By:
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
Chief Financial Officer
Dated: February 23, 2024
________________________________________________________________________________________________________________________
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp.
hereby severally constitute Marc Holliday and Matthew J. DiLiberto, and each of them singly, our true and lawful attorneys and
with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual
Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all
such things in our names and in our capacities as officers and directors to enable SL Green Realty Corp. to comply with the
provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to
said Annual Report on Form 10-K and any and all amendments thereto.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Funds From Operations (FFO) and Normalized FFO Reconciliations
Below are reconciliations of net income attributable to our stockholders to FFO per share and Normalized FFO per share
attributable to our stockholders and unit holders for the year ended December 31, 2023 (amounts in thousands, except per share
data).
Funds From Operations (FFO) and Normalized FFO Reconciliation:
Net loss attributable to SL Green common stockholders
Add:
Depreciation and amortization
Joint venture depreciation and noncontrolling interest adjustments
Net loss attributable to noncontrolling interests
Less:
Loss on sale of real estate, net
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
Purchase price and other fair value adjustments
Depreciable real estate reserves
Depreciation on non-rental real estate assets
FFO attributable to SL Green common stockholders and unit holders
Add:
Loss on early extinguishment of debt
Non-recurring general and administrative charges related to non-renewal of Company's former President
Loan loss and other investment reserves, net of recoveries
Purchase price and other fair value adjustments
Normalized FFO attributable to SL Green common stockholders and unit holders
Basic ownership interest:
Weighted average REIT common share and common share equivalents
Weighted average partnership units held by noncontrolling interests
Basic weighted average shares and units outstanding
Diluted ownership interest:
Weighted average REIT common share and common share equivalents
Weighted average partnership units held by noncontrolling interests
Diluted weighted average shares and units outstanding
FFO per share:
Basic
Diluted
Normalized FFO per share:
Basic
Diluted
Twelve Months
Ended
December 31,
2023
$
(579,509)
247,810
284,284
(42,033)
(32,370)
(13,368)
(6,813)
(382,374)
4,136
341,341
870
18,667
6,890
10,447
378,215
63,809
4,163
67,972
64,869
4,163
69,032
6.71
4.94
5.56
5.48
$
$
$
$
$
$
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98
99
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Funds From Operations (FFO) and Normalized FFO Reconciliations
Below are reconciliations of net income attributable to our stockholders to FFO per share and Normalized FFO per share
attributable to our stockholders and unit holders for the year ended December 31, 2023 (amounts in thousands, except per share
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 23, 2024
SL GREEN REALTY CORP.
By:
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
Chief Financial Officer
________________________________________________________________________________________________________________________
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp.
hereby severally constitute Marc Holliday and Matthew J. DiLiberto, and each of them singly, our true and lawful attorneys and
with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual
Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all
such things in our names and in our capacities as officers and directors to enable SL Green Realty Corp. to comply with the
provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to
said Annual Report on Form 10-K and any and all amendments thereto.
data).
Add:
Less:
Add:
Funds From Operations (FFO) and Normalized FFO Reconciliation:
Net loss attributable to SL Green common stockholders
Depreciation and amortization
Joint venture depreciation and noncontrolling interest adjustments
Net loss attributable to noncontrolling interests
Loss on sale of real estate, net
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
Purchase price and other fair value adjustments
Depreciable real estate reserves
Depreciation on non-rental real estate assets
FFO attributable to SL Green common stockholders and unit holders
Loss on early extinguishment of debt
Non-recurring general and administrative charges related to non-renewal of Company's former President
Loan loss and other investment reserves, net of recoveries
Purchase price and other fair value adjustments
Normalized FFO attributable to SL Green common stockholders and unit holders
Basic ownership interest:
Weighted average REIT common share and common share equivalents
Weighted average partnership units held by noncontrolling interests
Basic weighted average shares and units outstanding
Diluted ownership interest:
Weighted average REIT common share and common share equivalents
Weighted average partnership units held by noncontrolling interests
Diluted weighted average shares and units outstanding
FFO per share:
Basic
Diluted
Basic
Diluted
Normalized FFO per share:
Twelve Months
Ended
December 31,
2023
$
(579,509)
247,810
284,284
(42,033)
(32,370)
(13,368)
(6,813)
(382,374)
4,136
341,341
870
18,667
6,890
10,447
378,215
63,809
4,163
67,972
64,869
4,163
69,032
6.71
4.94
5.56
5.48
$
$
$
$
$
$
98
99
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ Marc Holliday
Marc Holliday
Chairman of the Board of Directors, Chief Executive
Officer and Interim President (Principal Executive
Officer)
February 23, 2024
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Stephen L. Green
Stephen L. Green
/s/ Andrew W. Mathias
Andrew W. Mathias
/s/ John H. Alschuler Jr.
John H. Alschuler, Jr.
/s/ Edwin T. Burton, III
Edwin T. Burton, III
/s/ Craig M. Hatkoff
Craig M. Hatkoff
/s/ Betsy S. Atkins
Betsy S. Atkins
/s/ Lauren B. Dillard
Lauren B. Dillard
/s/ Carol Brown
Carol Brown
Director
Director
Director
Director
Director
Director
Director
Director
February 23, 2024
February 23, 2024
February 22, 2024
February 23, 2024
February 23, 2024
amendments thereto.
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
By:
By:
SL GREEN OPERATING PARTNERSHIP, L.P.
SL Green Realty Corp.
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
Chief Financial Officer
Dated: February 23, 2024
________________________________________________________________________________________________________________________
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp.,
the sole general partner of SL Green Operating Partnership, L.P., hereby severally constitute Marc Holliday and Matthew J.
DiLiberto, and each of them singly, our true and lawful attorneys and with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all
amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as
officers and directors to enable SL Green Operating Partnership, L.P. to comply with the provisions of the Securities Exchange
Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all
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100
101
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ Marc Holliday
Marc Holliday
Officer)
Chairman of the Board of Directors, Chief Executive
Officer and Interim President (Principal Executive
February 23, 2024
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Stephen L. Green
Stephen L. Green
/s/ Andrew W. Mathias
Andrew W. Mathias
/s/ John H. Alschuler Jr.
John H. Alschuler, Jr.
/s/ Edwin T. Burton, III
Edwin T. Burton, III
/s/ Craig M. Hatkoff
Craig M. Hatkoff
/s/ Betsy S. Atkins
Betsy S. Atkins
/s/ Lauren B. Dillard
Lauren B. Dillard
/s/ Carol Brown
Carol Brown
Director
Director
Director
Director
Director
Director
Director
Director
February 23, 2024
February 23, 2024
February 22, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
February 23, 2024
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 23, 2024
SL GREEN OPERATING PARTNERSHIP, L.P.
By:
SL Green Realty Corp.
By:
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
Chief Financial Officer
________________________________________________________________________________________________________________________
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp.,
the sole general partner of SL Green Operating Partnership, L.P., hereby severally constitute Marc Holliday and Matthew J.
DiLiberto, and each of them singly, our true and lawful attorneys and with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all
amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as
officers and directors to enable SL Green Operating Partnership, L.P. to comply with the provisions of the Securities Exchange
Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all
amendments thereto.
100
101
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ Marc Holliday
Marc Holliday
Chairman of the Board of Directors, Chief Executive
Officer and Interim President of SL Green, the sole
general partner of the Operating Partnership
(Principal Executive Officer)
February 23, 2024
/s/ Matthew J. DiLiberto
Matthew J. DiLiberto
/s/ Stephen L. Green
Stephen L. Green
/s/ Andrew W. Mathias
Andrew W. Mathias
/s/ John H. Alschuler, Jr.
John H. Alschuler, Jr.
/s/ Edwin T. Burton, III
Edwin T. Burton, III
/s/ Craig M. Hatkoff
Craig M. Hatkoff
/s/ Betsy S. Atkins
Betsy S. Atkins
/s/ Lauren B. Dillard
Lauren B. Dillard
/s/ Carol Brown
Carol Brown
Chief Financial Officer of
SL Green, the sole general partner of
the Operating Partnership (Principal Financial and
Accounting Officer)
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 22, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
Director of SL Green, the sole general
partner of the Operating Partnership
February 23, 2024
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102
Corporate Directory
m Board of Directors
Executive Officers
Registrar & Transfer Agent
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Marc Holliday
Chairman, Chief Executive Officer &
Interim President
Marc Holliday
Chairman, Chief Executive Officer &
Interim President
Stephen L. Green
Chairman Emeritus
John H. Alschuler
Executive Chairman
Therme Group US
Edwin T. Burton, III
Professor of Economics,
University of Virginia
Andrew W. Mathias
Founder, Edge Park Mgmt LLC
Craig M. Hatkoff
Co-founder, Tribeca Film Festival;
Chairman, Turtle Pond Publications LLC
Betsy Atkins
CEO & Founder, Baja Corporation
Matthew J. DiLiberto
Chief Financial Officer
Andrew S. Levine
Chief Legal Officer,
General Counsel
Counsel
Skadden, Arps, Slate,
Meagher & Flom LLP
New York, NY
Auditors
Deloitte & Touche LLP
30 Rockefeller Center
New York, NY 10112
USA
Lauren B. Dillard
Total Return to Shareholders
Senior Managing Director,
(includes reinvestment of dividends)
Chief Financial Officer of
(Based on $100 investment made. $21.00 at IPO, diluted, in dollars)
Vista Equity Partners
Carol N. Brown
Professor of Real Estate Law,
University of Richmond School of Law
Five-Year Total Return to Shareholders
$250
200
150
100
50
0
DEC
’18
’19
’20
’21
’22
’23
SL GREEN REALTY CORP.
S&P 500
NASDAQ INDEX
DOW JONES INDUSTRIALS INDEX
MSCI U.S. REIT INDEX
SOURCE: Bloomberg
Computershare Investor Services
P.O. Box 43078
Providence, RI 02940-3078
866-230-9138
www.computershare.com / investor
Stock Listing
NYSE Symbol:
SLG, SLG PrI
Investor Relations
One Vanderbilt Avenue
New York, NY 10017
investor.relations@slgreen.com
www.slgreen.com
Annual Meeting
Monday, June 3, 2024
10:00 a.m. ET at
One Vanderbilt Avenue
New York, NY
Executive Offices
One Vanderbilt Avenue
New York, NY 10017
212-594-2700
www.slgreen.com
A copy of our Form 10-K as filed with the
Securities and Exchange Commission is available
on our website and may also be obtained free
of charge by directing your request in writing to
SL Green Realty Corp., One Vanderbilt Avenue,
28th Floor, New York, New York 10017-3852,
Attention: Investor Relations
SL GREEN REALTY CORP.
One Vanderbilt Avenue
New York, NY 10017
212-594-2700
www.slgreen.com