SL GREEN REALTY CORP.
2024 ANNUAL REPORT
GREEN
MEANS GO
After calling the bottom of the market in 2023, SL Green came roaring
out of the gate in 2024, achieving the vast majority of our aggressive
goals for the year and proving the doubters wrong about the future of
New York City office. This year’s annual report celebrates one of our
most successful years ever. Our foundation is strong, and we’re primed
and ready to take advantage of what lies ahead.
We are built to last!
1
DEAR
SHAREHOLDERS
In uncertain times, SL Green shines.
A year and a half ago, we sensed the climate in New York was
changing; we believed that 2024 would be the pivotal year
in which tenant demand and capital markets would begin to
meaningfully improve for New York City commercial real estate.
It was not a speculative bet on our part, but rather an educated
call based on all the data, trends and events we were seeing
unfold in the second half of 2023.
The result was a remarkable year for our Company by nearly
every metric. After being the first to call the bottom of the
commercial market in 2023, we set ambitious stretch goals
for 2024 and proceeded to exceed almost all of them. It wasn’t
just a good year in the context of broader turbulence — it was
a top three year in our history, full stop. We crushed our leasing
goals, increased our occupancy, reduced, extended and
modified our debt, and far outpaced our competitors in
Total Return to Shareholders (TRS).
When we held our annual Investor Conference in December —
and indeed when we began drafting this report in February —
market forces were converging in a way that felt extremely
positive for our business, with a strong local economy, growing
demand for space within our portfolio, relatively stable interest
rates and essentially no new inventory coming online in core
Midtown anytime soon.
As we near our April publication date, most of that is still true,
although broader economic uncertainty and market volatility
have complicated the story to a degree. Some investors and
potential partners may reassess how things will shake out in
a global context that seems to change not by the month or
week, but by the day and hour. Yet as we go to print on this
year’s annual report, we have exceeded 710,000 square feet
of leasing year-to-date, and the pipeline of new leases remains
strong at over 1.1 million square feet of pending deals and
advanced term sheets. We are also achieving record pre-sales
for our Summit experiential attraction, a solid indicator of
continuing high demand from local residents and tourists.
Notwithstanding the cautious tone in the capital markets,
the underlying supply and demand fundamentals have not
Marc Holliday
Chairman, Chief Executive Officer
& Interim President
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SL GREEN ANNUAL REPORT 2024
ONE MADISON AVENUE
changed, and that’s why we remain confident about the year
ahead. It is in times of uncertainty that SL Green separates
itself from the pack, and we are prepared to do it again in
2025, going back on offense from a position of strength. Just
as we leveraged our deep understanding of this market to
make the right calls leading into 2024, I am confident that we
will do the same in 2025 as we navigate the cross-currents
of positive economic data with a more cautious tone among
business leaders.
LOOKING BACK AT 2024
The past year was exceptional — one that exceeded even
our own lofty expectations. Our long-term strategy paid big
dividends for our shareholders with market-leading returns,
exceeding our goals across almost every metric and area of
the business.
Here’s what we accomplished:
• Leased more than 3.6 million square feet of space,
our third-highest leasing volume year ever, dramatically
exceeding a 2.0 million-square-foot target.
• Increased occupancy to 92.5%, exceeding our goal and
signaling the beginning of our march back to our historical
occupancy levels.
• Closed on the SLG NYC Opportunistic Debt Fund, the
only opportunistic fund of its size focused solely on the
New York City commercial market.
• Opened One Madison Avenue to rave reviews, and signed
a series of leases bringing occupancy to more than 73% as
of Q1 2025.
• Sold out our condo development with Armani at
760 Madison, and continued to successfully operate the fully
leased apartments at 7 Dey Street, again showing our ability to
deliver and operate world-class residential product.
• Launched conversion of 750 Third Avenue after successfully
advocating for new policies to enable widespread
conversions.
• Announced a new SUMMIT location in Paris at the Tour
Triangle, with epic views of the Eiffel Tower and the entire
city, set to open in 2027. This is the latest example of how
SL Green is evolving into a firm with deep expertise in
hospitality and entertainment, as we also extended our
unique partnership with Chef Daniel Boulud and Dinex this
year with the opening of La Tête d’Or at One Madison, which
was just added to the MICHELIN Guide New York for 2025.
• Reduced outstanding debt by $1.4 billion, while extending,
modifying or refinancing another $5.2 billion in debt, fortifying
our balance sheet heading into 2025.
• Achieved an annual Total Return to Shareholders of
58.2%, far exceeding the national real estate office index
and finishing first among all national REITs with market
capitalizations in excess of $1.0 billion.
2025: MACRO TRENDS LOOK VERY STRONG
Despite some short-term uncertainty, long-term macro trends
are all working in our favor to create potentially one of the
best markets we’ve seen in decades, building on the enormous
success we had in 2024.
While we understand the ongoing anxiety on interest rates,
they remain relatively stable, with the Fed standing pat in
March, but signaling potentially two rate cuts later this year.
Lower rates are always preferable, but Treasury yields in
the low 4% range is very comfortable territory for us given
our unique access to capital and trusted partners. With a
proven ability to create value through asset development and
improvement, rather than financial leverage, we know we can
succeed in this context.
Both the supply and demand sides of the business in New York
are also looking increasingly favorable. We are seeing very
strong demand throughout our portfolio, and have signed
800,000 square feet of new leases since December. It is evident
that incrementally higher demand is resulting in net absorption,
as our pipeline continued to grow during the same period and
now exceeds 1.1 million square feet. And, contrary to conventional
thinking, it’s not just the new trophy buildings that are leasing —
according to CBRE, of the Manhattan office leases signed in
2024, 86% by square footage and 91% by number of leases were
signed in buildings more than 25 years old.
Supply in the core Midtown districts where we are concentrated
is practically non-existent in well-located and amenitized
buildings; market availability rates are below 7.0% on Park Avenue.
With practically no new ground-up office projects currently
3
LA TÊTE D’OR AT ONE MADISON
underway in these areas, and a four-to-seven-year timeline for
major projects, the reality is that inventory is only going to
get scarcer in the coming years as space continues to be absorbed.
In addition, office-to-residential conversions will only further
reduce supply, as we project as much as 25–40 million square
feet of space potentially coming out of the office inventory in
Downtown and Midtown throughout the next decade.
The result of this pressure from both the supply and demand
parts of the equation is that we are already beginning to see
rents increase and concessions stabilize. I expect that we
are approaching a much more significant rent spike and that
net effective rents will improve dramatically, contributing to
increased property values across our portfolio.
Finally, economic growth in New York has been strong and is
expected to continue. Our 2023 annual report, titled “Let’s Go NY,”
heralded the City’s comeback, and New York’s economy
delivered in 2024. Approximately one year later, four credit
rating agencies — Moody’s, S&P Global, Fitch, and Kroll —
have, once again, affirmed the city’s strong bond ratings and
stable outlook. Based on the strength of the city’s fiscal
management, revenue performance, budget reserves, and
post-pandemic recovery, all four agencies assigned double‑A
category ratings and stable outlooks to the City’s General
Obligation bonds — confirming that the City is in the best
condition we’ve seen since the pandemic:
• Private sector jobs continue to grow, now reaching 108% of
pre-pandemic levels. The City forecasts 38,000 new office-
using jobs in 2025, coming out of finance, business services
and information technology, which will translate into millions
of square feet of new absorption.
• Tourism continues to grow, with a record 67.2 million visitors
projected in 2025.
• Wall Street continues to deliver outsized revenues. Bank of
America and Goldman Sachs both reported double-digit
year-over-year net income increases, while JPMorgan’s net
income rose 9% to $14.6 billion in the first quarter. Citigroup’s
earnings similarly showcased “momentum, positive operating
leverage and improved returns in each of the five businesses,”
while Wells Fargo also beat profit estimates.
• U.S. Fed Reserve Chair Jerome Powell remarked in mid-April
that, “despite heightened uncertainty and downside risks,
the U.S. economy is still in a solid position” and that the
labor markets remained “in solid condition” and “at or near
maximum employment.”
If the external trends look good, our internal condition is even
better, positioning SL Green to once again outperform our
competitors in 2025.
We finished 2024 with same-store occupancy climbing back up
to 92.5% and are targeting north of 93% in 2025. When we get
close to that 95% range — which is in sight again now — that’s
when we can really begin to push rents, rein in concessions and
see building values increase at above average rates.
Our portfolio is pristine — and we worked hard to get it there.
We were ahead of the curve in the flight to quality, moving
years ago to focus our holdings in the Park Avenue corridor.
Today our portfolio is composed of well-located assets that
have been renovated and amenitized.
We are running an investment grade balance sheet, whether or
not we have investment grade designation. That gives us the
flexibility and liquidity to get deals done even in challenging
times. Having just reduced our debt by $1.4 billion, we have
well over $1 billion of liquidity, a very healthy position from
which to execute our 2025 business plan.
Most importantly, we have the best management team in the
business with an average of 20 years together in the company.
This business isn’t just about deploying capital, it’s about
executing, and no one does it more effectively or efficiently
than our team.
Everything is lining up for us to go back on offense, once
again growing our portfolio and putting our knowledge — and
resources — to work on behalf of our shareholders.
2025 BUSINESS PLAN: GO BACK ON OFFENSE
There is one other important factor that informs our strategy for
this year: Capital markets dislocation has created a window for us to
opportunistically invest in New York City — a dynamic that is made
even more compelling given known supply constraints — creating
ideal circumstances for SL Green to once again expand our
footprint into properties and positions that rarely trade.
4
SL GREEN ANNUAL REPORT 2024
space off the market, addresses the housing crisis and
revitalizes areas of the central business district that need
activity 24/7, not just during business hours.
This year our focus will be on capitalizing 750 Third Avenue
and moving that transformative project forward. The plans we
revealed in December make clear that it is possible to develop
these assets into world-class housing, and we’re excited to
raise the bar for what can be done with thoughtful conversion.
WIN: After several years of delay, we believe that the State
will issue three downstate gaming licenses at the end of 2025.
We are going to give all that we’ve got to win one of these
licenses and build the best entertainment and gaming resort
in the world. Caesars Palace Times Square is far and away the
proposal that fits best in Manhattan and will bring maximum
benefit to New York City.
COMMITTED TO THE FUTURE
We head into 2025 with the momentum of a strong 2024,
market fundamentals aligning in our favor and a business plan
with as much potential upside as we’ve ever seen. Our team
has navigated the most challenging conditions and come out
on top — there is no one better positioned to succeed in
moments of macro disruption and uncertainty, come what may.
Personally, I have never been more devoted to this Company,
this team and our investors. We have accomplished so much
together over more than a quarter-century, and I can’t recall
a time when I was more optimistic about our future or more
confident about our place at the top of the real estate food
chain in New York City.
So in December, I was proud to sign a new 3½-year contract
that renews my commitment to our extraordinary journey, to
accomplishing all of these goals and to further developing the
amazing younger talent we have in this Company. We have
spent years and countless hours — late nights, weekends, trips
around the globe — to build the highest quality portfolio,
a fortress balance sheet, and promote the SL Green brand.
Now it’s time to take it yet again to the next level, and do
so in a way that reinforces the symbiosis between the Company
and the communities we serve. This is how we will best build
shareholder value and continue to deliver market-leading returns.
Thank you for your support again in 2024. On behalf of everyone
at SL Green, I look forward to delivering for you in 2025.
Marc Holliday
Chairman, Chief Executive Officer
& Interim President
Just as we did before COVID, we will plant seeds for the
future at very attractive prices, and position ourselves to
take advantage of the recovery and resiliency of this market,
regardless of whether interest rates come down further.
Our execution plan is simple but powerful, utilizing our full set
of tools honed over a quarter century dominating this market:
Develop. Buy. Lend. Convert. WIN.
Develop: With One Vanderbilt a global symbol of the modern
office, and One Madison setting a new standard for amenity,
it’s time to build on these successes with a next major new
development project.
As we’ve shown time and again, new development is the premier
means of investment, where we end up with irreplaceable
assets in irreplaceable locations — effectively the real estate
equivalent of U.S. Treasuries. Of course, this is a long-term,
resource-intensive business, which comes with inherent risks
and opportunity costs, so we will again pick our spots carefully.
Our goal for 2025 is to identify and take control of one premier
development site this year. We are in negotiations on several
prime sites in and around core Midtown, and one of our top
priorities is to have a binding agreement on one of them
by year-end.
Buy: At the same time, we’ll continue acquiring well-located
assets and applying our unique formula for upgrading and
amenitizing. These projects can be transacted more quickly
than new development and allow us to experience near-term
earnings and value creation.
Over the past five years we’ve perfected a formula for success
that we can replicate, within the constraints of prudent budgets,
to create destinations and places where people want to be,
and achieve top rents. That formula is unique to our platform
and our people, and can’t be readily implemented by our
peers. As just one example, we got the year off with a bang with
the acquisition of 500 Park Avenue, a post-war landmarked
building where we can bring our brand of hospitality, service
and improvement to move rents meaningfully higher and
make it another key Park Avenue holding.
Lend: We are back in the DPE business — in a big way — and
anticipate making billions of dollars of DPE investments in
the coming years. We closed on our opportunistic debt fund
in November, and with additional closings of commitments
occurring, expect to round out the fund this quarter at over
$1 billion. There are opportunities at multiples of that amount,
and we will be selective for our shareholders and now our fund
investors. It’s a real feather in the cap of our team and this
platform, having one of the only discretionary vehicles in the
city dedicated to making loans in the higher quality commercial
NYC market.
Convert: We will continue to look for opportunities to convert
obsolete office buildings into world-class housing. We’ve
always said conversion is a triple win — it takes uncompetitive
5
EQUITY PORTFOLIO
PARK AVENUE PRESENCE
RESIDENTIAL
& RETAIL PORTFOLIO
2024
47
PROPERTIES*
28,029,863SF
7
PROPERTIES*
6,635,805SF
10
PROPERTIES
555,008SF
2019
70
PROPERTIES
27,607,971SF
3
PROPERTIES
2,657,403SF
25
PROPERTIES
2,770,359SF
* Includes 500 Park Avenue, which closed January 2025.
A TRANSFORMATIVE
FIVE YEARS
Today’s SL Green is the product of an intentional five-year strategy
to transform and streamline the portfolio into a focused and fully
redeveloped collection of office properties that are concentrated
around Grand Central Terminal and the prestigious Park Avenue
corridor. The result is the best portfolio we’ve ever had, solid from
top to bottom.
NOTE: All data is as of year end.
6
SL GREEN ANNUAL REPORT 2024
LEASING
PERFORMANCE
DEDICATED
TENANT AMENITIES
DEBT & PREFERRED EQUITY PORTFOLIO
223
LEASES SIGNED
3,801,054SF
8
AMENITY CENTERS
TOTALING
>100KSF
8
INVESTMENTS
2,783,991SF
$518,383
BOOK VALUE (IN 000’S)
190
LEASES SIGNED
2,770,875SF
0/0
27
INVESTMENTS
16,359,636SF
$1,580,306
BOOK VALUE (IN 000’S)
7
NYC RISING
SL Green’s belief in New York has never wavered,
and in 2024 we saw the City return to its historic
best. Simply put, New York City remains the most
in-demand place to live, work and visit in the world,
with employment and tourism numbers poised to
reach new highs again in 2025.
64.5M
INTERNATIONAL & DOMESTIC VISITORS IN 2024 2
67.2M
INTERNATIONAL & DOMESTIC VISITORS 2025 FORECAST 2
EMPLOYMENT IN NYC IS AT
RECORD HIGHS, WITH MORE
JOBS THAN ANY OTHER TIME
IN THE CITY’S HISTORY.1
TOURISM
8
SL GREEN ANNUAL REPORT 2024
75.5M
LONG ISLAND RAIL ROAD RIDERS IN 2024 3
CONSTRUCTION
>24M SF
Of commercial office buildings to be
converted to residential (Manhattan only).5
$73B
Total construction spending forecasted
in 2025.6
COMMERCIAL OFFICE
33.5M SF
Manhattan annual leasing velocity —
the highest annual total since 2019.7
EMPLOYMENT
4M+
RECORD PRIVATE SECTOR
JOBS IN 2024 1
~500K
RECENT COLLEGE
GRADUATES CHOOSING
TO LIVE HERE SINCE 2021 1
TRAVEL
GLOBAL TRAVELER TRENDS
145.9M
TRAVELERS IN 2024
NEW PASSENGER
RECORD TO
PORT AUTHORITY
AIRPORTS 4 (LGA, JFK, & EWR)
THE STRONGEST
YEAR IN ITS NEARLY
200-YEAR HISTORY
SOURCES ON INSIDE BACK COVER.
9
450 PARK AVENUE
500 PARK AVENUE
ONE VANDERBILT
245 PARK AVENUE
ONE MADISON
A PREMIER
OFFICE PORTFOLIO
From trophy new construction at One Vanderbilt and One Madison,
to revitalized icons at 245 Park Avenue, 450 Park Avenue, and
500 Park Avenue, every building in our portfolio checks the boxes that
top tenants demand — well-located and highly amenitized with
the most modern infrastructure. This portfolio is the definition of
NYC office fortress.
10
SL GREEN ANNUAL REPORT 2024
The collaboration with SL Green at One Madison has
given us the ability to create an environment our
employees love and want to come to. People coming
together drives energy. That energy shows up as
productivity. Productivity shows up as better business.”
— Arvind Krishna, Chairman, President & Chief Executive Officer, IBM
11
750 THIRD AVENUE —
OFFICE-TO-RESIDENTIAL
CONVERSION
SL Green played a key role in advocating
for legislation that will enable a win-win-win:
remove obsolete office space from the
market, address the housing crisis and bring
24/7 vibrancy back to less active parts of
the Central Business District. At 750 Third
Avenue, we’re ready to show the market
how incredible a conversion can be.
BREAKING NEW GROUND
IN RESIDENTIAL
SL Green has a long and proud history of developing
and managing world-class residential properties.
With each development, we set new standards —
in 2024, selling out the bespoke Giorgio Armani
Residences. We are on track to do the same
with our conversion of office-to-multifamily at
750 Third Avenue.
12
SL GREEN ANNUAL REPORT 2024
$168.2M
GROSS PROCEEDS FROM
760 MADISON AVENUE
CONDO SELL-OUT
760 MADISON AVENUE —
GIORGIO ARMANI RESIDENCES
Our partnership with Giorgio Armani
created a collection of 10 incomparable
homes, each with its own distinct
character and story. The residences exude
the understated elegance for which
Armani is known — and could only have
been developed by the SL Green team.
When I opened my first
Giorgio Armani boutique
in Manhattan, I chose this
exclusive and refined area
because it was perfect
for the timeless elegance
and attention I wanted
to communicate. Years later,
I still believe this place
reflects my philosophy and
aesthetic vision. With this
special project in partnership
with SL Green, I continue
the journey I began.
The opening of 760 Madison
Avenue is an important
milestone because it crystallizes
my vision of style in the city
that was perhaps the first to
truly embrace it.”
— Giorgio Armani.
13
58.2%
TOTAL RETURN TO SHAREHOLDERS 1 — MAKING US:
#1
AMONG ALL REITS (>$1B MARKET CAP) 1
>$1.3B
ASSET SALES CLOSED
INCREASED ANNUAL DIVIDEND PER SHARE TO
$3.09
280 PARK AVENUE
MODIFIED AND EXTENDED MORTGAGES
2024 FINANCIAL
ACHIEVEMENTS
Any way you measure it, 2024 was a banner financial year for SL Green
and for you, our shareholders. We dominated the sector, leading all
commercial office REITs in Total Return to Shareholders. At the same
time, we reinforced our balance sheet, significantly reducing leverage,
increasing liquidity and extending maturities while also increasing
our dividend.
NOTE: All data as of 12/31/24 for full year performance.
SOURCE ON INSIDE BACK COVER.
14
SL GREEN ANNUAL REPORT 2024
$5.2B
OF DEBT REFINANCINGS/
EXTENSIONS/MODIFICATIONS
LAUNCHED
>$1B
OPPORTUNISTIC DEBT FUND
EXTENDED DEBT BY
2.4YRS
(Average, as fully extended)
REDUCED TOTAL DEBT BY
$1.4B
REDUCED FLOATING RATE DEBT
(NET OF FLOATING RATE DPE) TO
3.4%
OF TOTAL DEBT
INCREASED TOTAL
LIQUIDITY TO
$1.3B
$400M
RAISED IN FIRST EQUITY ISSUANCE
SINCE 2015
$5.0B
OF ACTIVE SPECIAL
SERVICING ASSIGNMENTS
220 EAST 42ND STREET
1515 BROADWAY
15
SUMMIT
GOING GLOBAL
SUMMIT blends elements of art, architecture,
technology, and thrill to reimagine the observatory
experience. As SUMMIT expands globally, we
look to take the spirit of SUMMIT One Vanderbilt
and evolve it in ways that are culturally significant
and deeply meaningful to each partner city. We
believe that SUMMIT has the potential to become a
modern cultural landmark in each new location,
a source of pride and public celebration of art and
nature, a dynamic epicenter of cultural relevance
— unifying local communities and revitalizing the
bonds of place and shared purpose.
WORLD TRAVEL AWARDS —
NORTH AMERICA’S LEADING
TOURIST ATTRACTION 2024
TRIPADVISOR — TRAVELERS’
CHOICE AWARD 2024
USA TODAY 10 BEST READERS’
CHOICE AWARDS — #5 IN
THE ‘BEST IMMERSIVE ART
EXPERIENCE’ CATEGORY 2024
COUNTRIES & TERRITORIES
207
7MTH
GUEST PROJECTED
BEGINNING
OF JUNE 2025
53+B
EARNED AND PAID PRESS
IMPRESSIONS SINCE OPENING
3,000+
MEDIA PLACEMENTS ACROSS
92 COUNTRIES SINCE OPENING
GUESTS FROM
16
SL GREEN ANNUAL REPORT 2024
NEW YORK
LAS VEGAS
LOS ANGELES
ATLANTA
ORLANDO
BAHAMAS
LONDON
PARIS
DUBAI
SEOUL
SHANGHAI
TOKYO
ABU DHABI
HONG KONG
OPEN
IN DEVELOPMENT
IN NEGOTIATION
TARGETS
17
LA TÊTE D’OR AT ONE MADISON
L’ÉPICERIE AT ONE MADISON
LE JARDIN SUR MADISON AT ONE MADISON
Daniel Boulud has opened
the best NYC steakhouse
in decades.”
— New York Post, Steve Cuozzo,
—Dec. 18, 2024.
TENANT EXPERIENCE
SL Green continues to raise the bar for workplace, hospitality, and
wellness with its newest additions at One Madison — highlighted by
our growing partnership with Daniel Boulud and Dinex — while also
investing in the invisible infrastructure that makes our buildings the
healthiest, safest and most sustainable in the city.
18
SL GREEN ANNUAL REPORT 2024
ESG KEY ACHIEVEMENTS*
Company
ENERGY STAR
Partner of the Year 2015–2024
Sustained Excellence 2018–2024
GREAT PLACE TO WORK®
2019, 2022–2024
GREEN LEASE LEADERS
Platinum 2023–2026
Gold 2020–2023
S&P GLOBAL
Sustainability Yearbook
Member 2022–2024
GRESB
GRESB Sector Leader
for Mixed Use Real Estate
USA TODAY AWARD
America’s Climate Leaders 2025
Property-Level
LEED
92% Certified
FITWEL®
24% Certified
BOMA 360
85% Certified
WELL HSR
95% Certified
ENERGY STAR
40% Certified
ESG Disclosure
GRESB
Green Star Designation
Score: 92
S&P CSA
S&P Global Score: 69
SUSTAINALYTICS
Top-Rated ESG
Companies List
2024 Regional Award
CDP
Climate Change Questionnaire
Score: B
MSCI
Score: BBB
BLOOMBERG
Top 10 Ranking for ESG Disclosure
Score: 72.25
STATE STREET
R-Factor Score Leader
Top 10% Ranking in Real Estate
Score: 72/100
ISS
ISS Quality Score: 1
(Scale 1–10; 1 is highest possible score)
(*) As of December 2024.
19
20
SL GREEN ANNUAL REPORT 2024
* Two persons not pictured.
THE OVER 20 CLUB
The secret to SL Green’s success since our IPO nearly 28 years ago
is the longevity and loyalty of our extraordinary team. From our most
senior executives to our industry-leading front-line staff, our investors,
partners and tenants benefit from an unparalleled level of experience
and consistency. This year we are proud to honor and recognize
40 professionals* who have been on our team for more than 20 years!
21
FIFTH AVENUE
MADISON AVENUE
PARK AVENUE
LEXINGTON AVENUE
THIRD AVENUE
SECOND AVENUE
50TH STREET
57TH STREET
65TH STREET
59TH STREET
42ND STREET
34TH STREET
23RD STREET
14TH STREET
CENTRAL PA
29
28
27
11
5
34
6
1
30
2
10
13
16
22
21
19
18
38
15
12
7
4
14
9
31
36
32
3
8
40
37
39
22
SL GREEN ANNUAL REPORT 2024
SIXTH AVENUE
SEVENTH AVENUE
CENTRAL PARK WEST
BROADWAY
NINTH AVENUE
EIGHTH AVENUE
TENTH AVENUE
50TH STREET
57TH STREET
66TH STREET
42ND STREET
34TH STREET
ARK SOUTH
23RD STREET
14TH STREET
35
25
23
33
20
24
26
17
23
Properties
Ownership
%
%
(As of December 31, 2024)
Interest (%)
Submarket
Ownership
Square Feet 1 Occupied 2 Leased 3
OFFICE PROPERTIES
1
One Vanderbilt Avenue
60.0
Grand Central
Fee Interest
1,657,198
99.4
100.0
2
10 East 53rd Street
100.0
Plaza District
Fee Interest
354,300
97.6
98.1
3
100 Church Street
100.0
Downtown
Fee Interest
1,047,500
86.9
86.9
4
100 Park Avenue
50.0
Grand Central South
Fee Interest
834,000
60.8
95.8
5
11 Madison Avenue
60.0
Park Avenue South
Fee Interest
2,314,000
96.1
96.1
6
110 Greene Street
100.0
Soho
Fee Interest
223,600
89.3
92.2
7
125 Park Avenue
100.0
Grand Central
Fee Interest
604,245
95.7
99.5
8
220 East 42nd Street
51.0
Grand Central
Fee Interest
1,135,000
89.0
93.7
9
245 Park Avenue
50.1
Park Avenue
Fee Interest
1,782,793
85.4
91.7
10
280 Park Avenue
50.0
Park Avenue
Fee Interest
1,219,158
89.0
91.1
11
304 Park Avenue South
100.0
Midtown South
Fee Interest
215,000
100.0
100.0
12
420 Lexington Avenue (Graybar)
100.0
Grand Central North
Leasehold Interest
1,188,000
86.9
90.1
13
450 Park Avenue
25.1
Park Avenue
Fee Interest
337,000
89.3
89.3
14
461 Fifth Avenue
100.0
Midtown
Fee Interest
200,000
98.2
98.2
15
485 Lexington Avenue
100.0
Grand Central North
Fee Interest
921,000
78.9
83.2
16
500 Park Avenue 4
100.0
Park Avenue
Fee Interest
201,411
94.5
94.5
17
555 West 57th Street
100.0
Midtown West
Fee Interest
941,000
88.1
88.1
18
711 Third Avenue
100.0 5
Grand Central North
Leasehold Interest 5
524,000
93.7
93.7
19
800 Third Avenue
60.5
Grand Central North
Fee Interest
526,000
84.6
84.6
20
810 Seventh Avenue
100.0
Times Square
Fee Interest
692,000
80.6
85.4
21
885 Third Avenue
100.0
Midtown / Plaza District
Fee / Leasehold Interest
218,796
74.5
74.5
22
919 Third Avenue
51.0
Grand Central North
Fee Interest
1,454,000
80.9
95.6
23
1185 Avenue of the Americas
100.0
Rockefeller Center
Leasehold Interest
1,062,000
75.0
85.9
24
1350 Avenue of the Americas
100.0
Rockefeller Center
Fee Interest
562,000
78.5
80.7
25
1515 Broadway
56.9
Times Square
Fee Interest
1,750,000
99.7
99.7
26
Worldwide Plaza 6
25.0
Westside
Fee Interest
2,048,725
63.3
63.3
SUBTOTAL
24,012,726
RETAIL PROPERTIES
27
11 West 34th Street 6
30.0
Herald Square / Penn Station
Fee Interest
17,150
100.0
100.0
28
85 Fifth Avenue
36.3
Midtown South
Fee Interest
12,946
100.0
100.0
29
115 Spring Street 6
51.0
Soho
Fee Interest
5,218
100.0
100.0
30
650 Fifth Avenue 6
50.0
Plaza District
Leasehold Interest
69,214
100.0
100.0
31
690 Madison Avenue
90.0
Plaza District
Fee Interest
7,848
100.0
100.0
32
760 Madison Avenue
100.0
Plaza District
Fee Interest
22,648
100.0
100.0
33
1552–1560 Broadway 6
50.0
Times Square
Fee / Leasehold Interest
57,718
12.6
12.6
SUBTOTAL
192,742
DEVELOPMENT / REDEVELOPMENT
34
One Madison Avenue
25.5
Park Avenue South
Fee Interest
1,385,484
62.9
66.6
35
2 Herald Square 6
95.0
Herald Square
Leasehold Interest
369,000
60.3
60.3
36
19 East 65th Street
100.0
Plaza District
Fee Interest
14,639
5.5
5.5
37
185 Broadway
100.0
Lower Manhattan
Fee Interest
50,206
34.5
34.5
38
750 Third Avenue
100.0
Grand Central North
Fee Interest
780,000
9.5
9.5
SUBTOTAL
2,599,329
RESIDENTIAL PROPERTIES
39
7 Dey Street
100.0
Lower Manhattan
Fee Interest
140,382
94.3
97.1
40
15 Beekman Street
20.0
Plaza District
Fee Interest
221,884
100.0
100.0
SUBTOTAL
362,266
NEW YORK CITY GRAND TOTAL
27,167,063
SUBURBAN PORTFOLIO
Landmark Square
100.0
Stamford, Connecticut
Fee Interest
862,800
72.6
73.5
SUBURBAN GRAND TOTAL
862,800
TOTAL PORTFOLIO
28,029,863
1 Represents the rentable square footage at the time the property was acquired.
2 Based on commenced leases.
3 Inclusive of leases signed but not yet commenced.
4 The Company closed on the acquisition of this property in January 2025.
5 The Company owns 50% of the fee interest.
6 Alternative Strategy Portfolio property.
SLG PORTFOLIO
24
SL GREEN ANNUAL REPORT 2024
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, repositioning and financing 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, 2023 compared to the year ended December 31, 2022 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, 2023, filed with the SEC on February 23, 2024, and is incorporated by reference into this Annual Report
on Form 10-K.
Leasing and Operating
As of December 31, 2024, our same-store Manhattan office property occupancy inclusive of leases signed but not
commenced, was 92.5% compared to 90.0% as of December 31, 2023. We signed office leases in Manhattan encompassing
approximately 3.6 million square feet, of which approximately 2.3 million square feet represented office leases that replaced
previously occupied space.
According to Cushman & Wakefield, 2024 leasing activity in Manhattan totaled approximately 23.4 million square feet.
Of the total 2024 leasing activity in Manhattan, the Midtown submarket accounted for approximately 16.7 million square feet,
or approximately 71.4%. Manhattan's overall office vacancy went from 22.8% as of December 31, 2023 to 23.3% as of
December 31, 2024. Overall average asking rents in Manhattan decreased in 2024 by 0.8% from $73.33 per square foot as of
December 31, 2023 to $72.73 per square foot as of December 31, 2024, while Manhattan Class A asking rents increased to
$81.19 per square foot, up 0.3% from $80.98 as of December 31, 2023.
Acquisition and Disposition Activity
According to Cushman & Wakefield, overall Manhattan sales volume increased by 7.2% in 2024 to $14.8 billion as
compared to $13.8 billion in 2023. In 2024, 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 717 Fifth Avenue, 719
Seventh Avenue, 625 Madison Avenue, Palisades Premier Conference Center, One Vanderbilt Avenue, and the Giorgio Armani
Residences at 760 Madison Avenue for total gross valuations of $6.4 billion, generating net proceeds to the Company of
$500.7 million.
Debt and Preferred Equity
In 2023 and 2024, 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 as well as expanding our special servicing business. At the
same time, some investments were repaid, the proceeds of which were utilized for debt repayment, and we converted one
investment into equity ownership. 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 2024, our debt and preferred equity portfolio decreased
as a result of the repayment of an investment with a carrying value of $64.6 million, offset by $21.6 million of advances under
future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization. This does not
include the origination of a $235.4 million preferred equity investment made by the Company and its joint venture partner,
which is included in Investment in unconsolidated joint ventures in our consolidated balance sheet.
For descriptions of significant activities in 2024, refer to "Part I, Item 1. Business - Highlights from 2024."
1
Highlights from 2024
Our significant achievements from 2024 included:
Leasing
•
Signed 188 Manhattan office leases covering 3,607,924 square feet.
•
Increased same-store Manhattan office occupancy to 92.5%.
•
Early renewal and expansion with Bloomberg, L.P. for 924,876 square feet at 919 Third Avenue.
•
Early renewal and expansion with Ares Management LLC for 307,336 square feet at 245 Park Avenue.
•
New lease with Alvarez & Marsal Holdings, LLC for 220,221 square feet at 100 Park Avenue.
•
New lease with Elliot Management Corporation for 149,437 square feet at 280 Park Avenue.
•
Early renewal and expansion with Industrial and Commercial Bank of China Limited, New York Branch for 132,938
square feet at 1185 Avenue of the Americas.
•
Early renewal and expansion with The Travelers Indemnity Company for 122,788 square feet at 485 Lexington
Avenue.
•
New leases of 67,208 square feet and 35,898 square feet with a publicly traded financial services firm and a
subsidiary of Flutter Entertainment, respectively, at One Madison Avenue.
Acquisitions
•
Closed on the acquisition of our partner's 45.0% interest in 10 East 53rd Street for cash consideration of $7.2
million, net of all outstanding debt obligations.
•
Acquired equity interests in the joint venture that owns the leasehold at 2 Herald Square for no consideration,
increasing the Company's interest in the joint venture to 95%.
Dispositions
•
Closed on the sale of an 11.0% interest in One Vanderbilt Avenue for a gross asset valuation of $4.7 billion. The
transaction generated net proceeds to the Company of $189.5 million.
•
Closed on the sale of three of the Giorgio Armani Residences at 760 Madison Avenue. The transactions generated
net proceeds to the Company of $61.5 million. Sales of the remaining units, which are all under contract, are
expected to close in the first quarter of 2025.
•
Closed on the sale of the Palisades Premier Conference Center for $26.3 million plus certain fees payable to the
Company. The Company took control of the property in July 2023 in partial satisfaction of a legal judgment. The
transaction generated net proceeds to the Company of $19.8 million.
•
Closed on the sale of 719 Seventh Avenue in Times Square for $30.5 million plus certain fees payable to the
Company. The transaction generated net proceeds to the Company of $3.6 million after repayment of the mortgage
loan. In connection with the closing of the sale, the Company repaid the existing $50.0 million mortgage for $32.0
million.
•
Together with our joint venture partner, closed on the sale of the fee ownership interest in 625 Madison Avenue for
a gross sales price of $634.6 million plus certain fees payable to the Company. In connection with the sale, the
Company, together with its joint venture partner, originated a $235.5 million preferred equity investment in the
property. The transaction generated net proceeds to the Company of $199.3 million.
•
Together with our joint venture partner, closed on the sale of the retail condominium at 717 Fifth Avenue for total
consideration of $963.0 million. The transaction generated net proceeds to the Company of $27.0 million.
Finance
•
The Company repaid the previous $60.9 million mortgage on 690 Madison Avenue for a net payment of $32.1
million.
•
Together with our joint venture partner, repaid the previous $182.5 million mortgage on 2 Herald Square for a net
payment of $7.0 million.
•
Together with our joint venture partner, closed on a modification, extension and upsize of the $360.0 million
mortgage on 100 Park Avenue. The modification extended the maturity date to December 2027, as fully extended,
2
while maintaining the interest rate at 2.25% over Term SOFR. The lenders also provided a new $70.0 million future
funding facility for leasing costs at the property.
•
Together with our joint venture partners, closed on a modification and extension of the $1.3 billion mortgage facility
on One Madison Avenue. The modification extended the final maturity date to November 2027, while maintaining
the interest rate at 3.10% over Term SOFR.
•
Together with our joint venture partner, closed on a modification and extension of the $742.8 million mortgage on
1515 Broadway. The modification extended the maturity date to March 2028, as fully extended, while maintaining
the interest rate at 3.93%.
•
Closed on a modification and extension of a $100.0 million funded term loan component of the Company's
unsecured corporate credit facility. The modification extended the maturity date to November 2026, as fully
extended, at a rate of 1.80% over Term SOFR.
•
Together with our joint venture partner, closed on a modification and extension of the mortgage on 220 East 42nd
Street. The modification included a paydown of the principal balance by $9.0 million to $496.4 million and extended
the maturity date to December 2027. The interest rate was maintained at 2.75% over Term SOFR, which the joint
venture fixed at 6.77% through the extended maturity date.
•
Together with our joint venture partner, closed on a modification and extension of the $1.075 billion securitized
mortgage on 280 Park Avenue. The modification extended the maturity date to September 2026, with the
partnership's option to extend to a fully extended maturity date of September 2028. The interest rate was maintained
at 1.78% over Term SOFR, which the partnership subsequently fixed at 5.84% through the fully extended maturity
date. The partnership separately modified and extended the $125.0 million mezzanine loan on 280 Park Avenue and
subsequently repaid the loan for $62.5 million.
•
Together with our joint venture partner, closed on a modification and extension of the mortgage on 10 East 53rd
Street, which included a paydown of the principal balance by $15.0 million to $205.0 million. The modification
extended the maturity date by three years to May 2028, as fully extended, and the interest rate was maintained at
1.45% over Term SOFR, which the joint venture fixed at 5.36% from May 2025 to May 2028.
•
Together with our joint venture partner, closed on a modification and extension of the mortgage on 15 Beekman
Street. The modification included a paydown of the principal balance by $4.6 million to $120.0 million, extended
the mortgage by four years to January 2028, as fully extended, and the interest rate was maintained at 1.50% over
Term SOFR, which the joint venture fixed at 5.99% through January 2026.
Debt and Preferred Equity Investments
•
The Company launched its SLG Opportunistic Debt Fund (the "Fund"). The Fund intends to capitalize on current
capital markets dislocation through a strategy focused on opportunistically investing in the New York City credit
market. The Company continues to close commitments for the Fund, following the $250.0 million closing with a
Canadian institutional investor to anchor the Fund.
3
As of December 31, 2024, 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
Weighted
Average
Leased
Occupancy(1)
Commercial:
Manhattan
Office
15
9,587,441
9
12,175,149
24
21,762,590
92.5 %
Retail
2
30,496
1
12,946
3
43,442
100 %
Development/
Redevelopment
2
(2)
880,771
1
1,385,484
3
2,266,255
N/A
19
10,498,708
11
13,573,579
30
24,072,287
92.5 %
Suburban
Office
7
862,800
—
—
7
862,800
73.5 %
Total commercial properties
26
11,361,508
11
13,573,579
37
24,935,087
91.8 %
Residential:
Manhattan
Residential
1 (2)
140,382
1
221,884
2
362,266
99.1 %
Total core portfolio
27
11,501,890
12
13,795,463
39
25,297,353
91.9 %
Alternative
Strategy
Portfolio
—
—
7
2,567,025
7
2,567,025
63.0 %
(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)
As of December 31, 2024, 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, 2024, 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
$303.7 million, excluding debt and preferred equity investments and other financing receivables totaling $9.7 million that are
included in balance sheet line items other than the Debt and preferred equity investments line item.
Critical Accounting 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 estimates 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
date.
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.
4
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, future market rents, 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, iv) the present value of the lease payments exceeds substantially all of the fair value
of the asset, or v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at
the end of the lease term. 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.
Properties are individually evaluated for impairment quarterly or whenever events or changes in circumstances indicate
that the carrying amount 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 taking into account the appropriate capitalization rate in determining the future terminal value. 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 estimated fair value
based on discounted future cash flows utilizing appropriate discount and capitalization rates, in addition to 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.
5
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, 2024.
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.
6
Results of Operations
Comparison of the year ended December 31, 2024 to the year ended December 31, 2023
The following comparison for the year ended December 31, 2024, or 2024, to the year ended December 31, 2023, or
2023, makes reference to the effect of the following:
i.
“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2023 and still owned by
us in the same manner as of December 31, 2024 (Same-Store Properties totaled 21 of our 27 consolidated operating
buildings),
ii. “Acquisition Properties,” which represents all properties or interests in properties acquired in 2024 and 2023 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 2024 and 2023,
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 Emerge Inc.
Same-Store
Disposed
Other
Consolidated
(in millions)
2024
2023
$
Change
%
Change
2024
2023
2024
2023
2024
2023
$
Change
%
Change
Rental revenue
$ 563.4
$ 549.6
$ 13.8
2.5 %
$ 0.8
$
—
$ 41.8
$ 133.7
$ 606.0
$ 683.3
$ (77.3)
(11.3) %
SUMMIT Operator revenue
—
—
—
— %
—
—
133.2
118.3
133.2
118.3
14.9
12.6 %
Investment income
—
—
—
— %
—
—
24.4
34.7
24.4
34.7
(10.3)
(29.7) %
Interest income from real
estate loans held by
consolidated securitization
vehicles
—
—
—
— %
—
—
19.0
—
19.0
—
19.0
100.0 %
Other income
8.0
4.1
3.9
95.1 %
—
—
95.7
73.3
103.7
77.4
26.3
34.0 %
Total revenues
571.4
553.7
17.7
3.2 %
0.8
—
314.1
360.0
886.3
913.7
(27.4)
(3.0) %
Property operating expenses
328.0
277.0
51.0
18.4 %
0.7
0.2
13.7
90.3
342.4
367.5
(25.1)
(6.8) %
SUMMIT Operator expenses
—
—
—
— %
—
—
111.7
101.2
111.7
101.2
10.5
10.4 %
SUMMIT Operator tax
expense
0.7
9.2
(8.5)
(92.4) %
Transaction related costs
—
—
—
— %
—
—
0.4
1.1
0.4
1.1
(0.7)
(63.6) %
Marketing, general and
administrative
—
—
—
— %
—
—
85.2
111.4
85.2
111.4
(26.2)
(23.5) %
328.0
277.0
51.0
18.4 %
0.7
0.2
211.0
304.0
540.4
590.4
(50.0)
(8.5) %
Other income (expenses):
Interest expense and
amortization of deferred
financing costs, net of
interest income
$ (153.8) $ (145.0) $ (8.8)
6.1 %
Interest expense on senior
obligations of consolidated
securitization vehicles
(14.6)
—
(14.6)
100.0 %
Depreciation and
amortization
(207.4) (247.8)
40.4
(16.3) %
Equity in net loss from
unconsolidated joint ventures
(179.7)
(76.5) (103.2)
134.9 %
Equity in net gain (loss) on
sale of interest in
unconsolidated joint venture/
real estate
208.1
(13.4) 221.5
(1,653.0) %
Purchase price and other fair
value adjustments
89.0
(17.3) 106.3
(614.5) %
Gain (loss) on sale of real
estate, net
3.0
(32.4)
35.4
(109.3) %
Depreciable real estate
reserves and impairments
(104.1) (382.4) 278.3
(72.8) %
Gain (loss) on early
extinguishment of debt
43.8
(0.9)
44.7
(4,966.7) %
Loan loss and other
investment reserves, net of
recoveries
—
(6.9)
6.9
(100.0) %
Net income (loss)
$
30.2
$ (599.3) $ 629.5
(105.0) %
7
Rental Revenue
Rental revenues decreased due primarily to the deconsolidation of 245 Park Avenue ($77.6 million) as a result of the sale
of a joint venture interest during the second quarter of 2023 and increased vacancy at 555 West 57th Street ($10.7 million),
1350 Avenue of the Americas ($4.1 million) and 885 Third Avenue ($3.6 million). The decrease is partially offset by the
consolidation of 10 East 53rd Street ($25.2 million) as a result of the agreement to acquire the partner's interest in the joint
venture during the first quarter of 2024.
The following table presents a summary of the commenced leasing activity for the year ended December 31, 2024 in our
Manhattan portfolio:
Usable
SF
Rentable
SF(1)
New
Cash
Rent (per
rentable
SF) (2)
Prev.
Escalated
Rent (per
rentable
SF) (3)
TI/LC
per
rentable
SF
Free
Rent (in
months)
Average
Lease
Term (in
years)
Manhattan
Space available at beginning of the year
2,738,177
Space which became available during the year(4)
• Office
980,111
• Retail
89,082
• Storage
5,177
1,074,370
Total space available
3,812,547
Leased space commenced during the year:
• Office(5)
1,078,894
1,132,979
$
94.54
$
100.13
$
110.78
11.2
11.0
• Retail
104,211
97,923
$
42.31
$
37.10
$
35.96
2.9
5.9
• Storage
1,140
1,096
$
15.47
$
15.00
$
—
—
1.4
Total leased space commenced
1,184,245
1,231,998
$
90.32
$
92.24
$
104.74
10.5
10.6
Total available space at end of year
2,628,302
Early renewals
• Office
1,488,717
1,533,979
$
85.98
$
74.99
$
84.62
10.5
9.6
• Retail
16,761
16,758
$
200.74
$
227.95
$
—
—
5.0
• Storage
536
557
$
46.22
$
39.91
$
—
—
4.6
Total early renewals
1,506,014
1,551,294
$
87.21
$
76.63
$
83.67
10.4
9.6
Total commenced leases, including replaced
previous vacancy
• Office
2,666,958
$
89.62
$
81.30
$
95.73
10.8
10.2
• Retail
114,681
$
65.46
$
73.05
$
30.70
2.5
5.8
• Storage
1,653
$
25.83
$
23.95
$
—
—
2.5
Total commenced leases
2,783,292
$
88.59
$
80.92
$
93.00
10.4
10.0
(1)
Represents the rentable square footage at the time the property was acquired.
(2)
Annual initial base rent.
(3)
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.
(4)
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
(5)
Average starting office rent excluding new tenants replacing vacancies was $95.92 per rentable square feet for 514,272 rentable square feet. Average
starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $88.48 per rentable square feet for
2,048,251 rentable square feet.
SUMMIT Operator revenue
SUMMIT Operator revenues were higher for the year ended December 31, 2024, compared to the same period in 2023
due primarily to increased attendance.
8
Investment Income
Investment income decreased due to a lower weighted average debt and preferred equity investment balance for the period
ended December 31, 2024 as compared to the same period in 2023. For the years ended December 31, 2024 and 2023, the
weighted average balance of our debt and preferred equity investment portfolio and the weighted average yield were $328.9
million and 6.9%, respectively, compared to $563.0 million and 6.2%, respectively.
Interest income from real estate loans held by consolidated securitization vehicles
During the year December 31, 2024, we acquired securities in CMBS securitization trusts that resulted in consolidation of
the trusts on our financial statements. The amounts recorded include our interest income as well as the interest income
associated with CMBS positions owned by third parties, which is offset by the amounts recorded in Interest expense on senior
obligations of consolidated securitization vehicles. As a result, the net impact is limited to the interest income on the CMBS
securities we own directly and not the consolidated interest income and interest expense. We did not hold any investments in
CMBS securitization trusts that resulted in consolidation during the year ended December 31, 2023.
Other Income
Other income increased due primarily to fee income related to the sale of 625 Madison Avenue ($11.5 million) as well as
higher management, leasing, and construction management fee income ($24.6 million) and an increase in special servicing
income ($2.9 million). This increase was offset by a decrease in lease termination income ($6.4 million) and fee income related
to the 49.9% interest sale of 245 Park Avenue ($4.7 million) and One Madison Avenue ($2.1 million) recognized during the
year ended December 31, 2023.
Property Operating Expenses
Property operating expenses decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of
2023 ($26.8 million) and decreases in variable expenses ($5.3 million) and real estate taxes ($3.3 million) at our Acquired
properties. These decreases were partially offset by the consolidation of 10 East 53rd Street ($11.1 million) as a result of the
agreement to acquire the partner's interest in the joint venture during the first quarter of 2024.
SUMMIT Operator expenses
SUMMIT Operator expenses were higher for the year ended December 31, 2024, compared to the same period in 2023
due to increased variable expenses, including percentage rent, as a result of increased attendance.
SUMMIT Operator tax expense
The decrease in SUMMIT Operator tax expense for the year ended December 31, 2024 as compared to the same period in
2023 was the result of an adjustment made in the third quarter of 2024 related to 2023 projected tax expense being more than
2023 actual tax expense.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses decreased to $85.2 million for the year ended December 31, 2024,
compared to $111.4 million for the same period in 2023, due primarily to compensation expense related to the non-renewal of
the Company's former President ($18.7 million) recorded in the fourth quarter of 2023.
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 primarily to a decrease
in interest capitalization in connection with properties that are under development or redevelopment ($35.1 million), increased
interest expense from the revolving credit facility ($11.2 million) due to a higher weighted average interest rate, and the
consolidation of 10 East 53rd Street ($10.7 million) as a result of the agreement to acquire the partner's interest in the joint
venture during the first quarter of 2024. These increases were offset by the deconsolidation of 245 Park Avenue in the second
quarter of 2023 ($31.1 million), the repayment of unsecured corporate term loans ($10.1 million) in the third quarter of 2023,
the discounted mortgage repayment at 690 Madison Avenue in the fourth quarter of 2024 ($4.3 million), and the sale of 719
Seventh in the second quarter of 2024 ($4.0 million). The weighted average consolidated debt balance outstanding was
$3.7 billion for the year ended December 31, 2024 as compared to $4.6 billion for the year ended December 31, 2023. The
consolidated weighted average interest rate was 5.17% for the year ended December 31, 2024 as compared to 4.71% for the
year ended December 31, 2023.
9
Interest expense on senior obligations of consolidated securitization vehicles
During the year December 31, 2024, we acquired securities in CMBS securitization trusts that resulted in consolidation of
the trusts on our financial statements. The amounts include the interest expense associated with CMBS positions owned by third
parties, which is an offset to the third party interest income recognized in Interest income from real estate loans held by
consolidated securitization vehicles. As a result, the impact is limited to interest income on the CMBS securities we own
directly and not the consolidated interest income and interest expense. We did not hold any investments in CMBS securitization
trusts that resulted in consolidation during the year ended December 31, 2023.
Depreciation and Amortization
Depreciation and amortization decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of
2023 ($48.5 million), partially offset by the consolidation of 10 East 53rd Street ($11.3 million) as a result of the agreement to
acquire the partner's interest in the joint venture during the first quarter of 2024 for the year ended December 31, 2024.
Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased due primarily to impairments recognized during the year
ended December 31, 2024 at 5 Times Square ($146.4 million), Worldwide Plaza ($72.6 million), 2 Herald Square
($20.4 million), 85 Fifth Avenue ($12.0 million) and 115 Spring Street ($11.7 million) during the year ended December 31,
2024. These impairments were partially offset by the $141.7 million and $30.7 million gains on discounted debt extinguishment
at 2 Herald Square and 280 Park Avenue, respectively, during the year ended December 31, 2024. The year ended
December 31, 2023 included $23.6 million of income recognized for holdover rent, interest and reimbursement of attorneys'
fees collected following the completion of legal proceedings against a former tenant and its guarantor at 2 Herald Square.
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2024, we recognized gains on the sale of an 11% interest in One Vanderbilt
($187.6 million) and our interest in 717 Fifth Avenue ($26.4 million), partially offset by a loss on the sale of our interest in 625
Madison Avenue ($7.2 million). 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).
Purchase price and other fair value adjustments
During the year ended December 31, 2024, we recorded a $117.8 million positive fair value adjustment relating to the
consolidation of 100 Park Avenue and a $19.6 million positive fair value adjustment for the secured borrowing related to the
previous sale of an interest at One Madison Avenue. Additionally, we recorded a $5.5 million positive fair value adjustment
related to derivatives that are not designated as hedges for accounting purposes. These positive adjustments were partially offset
by a $55.7 million negative fair value adjustment relating to the consolidation of 10 East 53rd Street. During the year ended
December 31, 2023, we recorded a $17.0 million negative 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, and a $10.4 million negative 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.
Gain (loss) on sale of real estate, net
During the year ended December 31, 2024, we recognized a gain on the sale of Palisades Conference Center
($7.3 million) and losses on the sales of 719 Seventh Avenue ($2.1 million) and the Giorgio Armani Residences at 760 Madison
Avenue ($1.5 million). 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).
Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2024, we recognized depreciable real estate reserves and impairments at 719
Seventh Avenue ($46.3 million), 690 Madison Avenue ($34.3 million) and 760 Madison Avenue ($17.6 million), reflective of
$15.1 million of capitalized interest for 760 Madison Avenue, to reduce the carrying value of our investments based on the sales
contracts that the Company entered into for these properties. In addition, we recognized depreciable real estate reserves and
impairments related to our investment in 625 Madison Avenue ($5.9 million), which remained under contract for sale as of
March 31, 2024 prior to the sale closing in the second quarter of 2024. 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.
10
Gain (loss) on early extinguishment of debt
During the year ended December 31, 2024, we recognized a $26.0 million gain on discounted debt extinguishment at 690
Madison Avenue and a $17.8 million gain on discounted debt extinguishment at 719 Seventh Avenue.
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2024, we did not recognize any loan loss and other investment reserves. During the
year ended December 31, 2023, we recorded $6.9 million of loan loss reserve on one debt and preferred equity investment.
Comparison of the year ended December 31, 2023 to the year ended December 31, 2022
For a comparison of the year ended December 31, 2023 to the year ended December 31, 2022, 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, 2023, which was filed with the SEC on February 23, 2024.
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, dividends to
shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and for debt and preferred
equity investments will include:
(1)
Cash flow from operations;
(2)
Cash on hand;
(3)
Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of
debt and preferred equity investments;
(4)
Borrowings under the revolving credit facility;
(5)
Other forms of secured or unsecured financing; and
(6)
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).
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, estimated interest expense, and our obligations under our financing and operating leases, as of December 31, 2024 are
as follows (in thousands):
2025
2026
2027
2028
2029
Thereafter
Total
Property mortgages and other
loans
$
373,551
$
190,148
$
910,000
$
205,000
$
—
$
272,325
$
1,951,024
Revolving credit facility
—
—
320,000
—
—
—
320,000
Unsecured term loans
—
100,000
1,050,000
—
—
—
1,150,000
Senior unsecured notes
100,000
—
—
—
—
—
100,000
Trust preferred securities
—
—
—
—
—
100,000
100,000
Financing leases
3,228
3,276
3,325
3,375
3,426
193,368
209,998
Operating leases
53,595
53,734
53,746
54,211
54,443
1,154,422
1,424,151
Estimated interest expense
182,940
166,616
87,930
32,207
28,302
276,591
774,586
Company's share of joint
venture debt
1,198,400
936,639
1,710,229
382,294
—
1,800,300
6,027,862
Total
$
1,911,714
$
1,450,413
$
4,135,230
$
677,087
$
86,171
$
3,797,006
$
12,057,621
11
We estimate that for the year ending December 31, 2025, we expect to incur $114.7 million of leasing capital
expenditures and $22.0 million of recurring capital expenditures on existing consolidated properties. In addition, we expect to
incur $22.6 million of development or redevelopment expenditures on existing consolidated properties, of which $8.9 million
will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint
venture properties will be $134.1 million, of which $22.6 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, 2024, we had liquidity of $1.1 billion, comprised of $922.5 million of availability under our
revolving credit facility and $201.6 million of consolidated cash on hand, inclusive of $17.3 million of available-for-sale
marketable securities. This liquidity excludes $131.6 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 $331.6 million and $335.5 million as of December 31, 2024 and 2023,
respectively, representing a decrease of $3.9 million. The decrease was a result of the following changes in cash flows (in
thousands):
Year Ended December 31,
2024
2023
(Decrease)
Increase
Net cash provided by operating activities
$
129,595
$
229,503
$
(99,908)
Net cash provided by investing activities
$
118,753
$
171,345
$
(52,592)
Net cash used in financing activities
$
(252,229) $
(449,383) $
197,154
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios, third party
fees 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, 2024, when compared to the year ended December 31, 2023, we used cash primarily for the following
investing activities (in thousands):
Capital expenditures and capitalized interest
$
47,794
Acquisition deposits and deferred purchase price
(23,050)
Joint venture investments
(266,752)
Distributions from joint ventures
20,905
Proceeds from disposition of real estate/joint venture interest
171,414
Debt and preferred equity and other investments
(21,920)
Decrease in net cash provided by investing activities
$
(52,592)
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $259.7
million for the year ended December 31, 2023 to $211.9 million for the year ended December 31, 2024 due to lower spending
on development and redevelopment properties.
12
We generally fund our investment activity through the sale of real estate, the sale or repayment of debt and preferred
equity investments, property-level financing, our corporate credit facilities, or construction loan facilities. From time to time,
the Company may issue common or preferred stock or equity-linked securities, or the Operating Partnership may issue common
or preferred units of limited partnership interest.
During the year ended December 31, 2024, when compared to the year ended December 31, 2023, we used cash for the
following financing activities (in thousands):
Proceeds from our debt obligations
$
636,450
Repayments of our debt obligations
(725,151)
Net distribution to noncontrolling interests
(7,760)
Other financing activities
(158,974)
Proceeds from stock options exercised and DRSPP issuance
51,783
Proceeds from issuance of common stock
386,790
Redemption of preferred stock
9,197
Acquisition of subsidiary interest from noncontrolling interest
(7,289)
Dividends and distributions paid
12,108
Increase in net cash used in financing activities
$
197,154
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, 2024, 71,096,743 shares of common stock and no
shares of excess stock were issued and outstanding.
In November 2024, the Company completed an offering of 5,063,291 shares of its common stock, par value $0.01 per
share, at a price of $79.00 per share. The Company received net proceeds of approximately $386.3 million, after deducting
offering expenses. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for
5,063,291 common units of limited partnership interest and were used to repay debt, fund new investments and for other
corporate purposes.
Share Repurchase Program
Our Board of Directors approved a $3.5 billion share repurchase program under which we can buy shares of our common
stock.
As of December 31, 2024, 36,107,719 shares have been repurchased under the program, excluding the redemption of OP
units. We did not repurchase any shares under the program during the year ended December 31, 2024.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2024, the Company filed a new 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, 2024, 2023, and 2022, respectively (dollars in
thousands):
Year Ended December 31,
2024
2023
2022
Shares of common stock issued
728,352
17,180
10,839
Dividend reinvestments/stock purchases under the DRSPP
$
52,308
$
525
$
525
13
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, 2024, 1.5 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, 2024, 15,945 phantom stock units and 25,590 shares of common stock were issued
to our Board of Directors. We recorded compensation expense of $2.8 million during the year ended December 31, 2024,
respectively, related to the Deferred Compensation Plan. As of December 31, 2024, there were 125,654 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, 2024, 245,445 shares of our common stock had been issued under the ESPP.
14
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, 2024 and 2023, (amounts in thousands).
Debt Summary:
December 31, 2024
December 31, 2023
Balance
Fixed rate
$
1,182,474
$
1,117,386
Variable rate—hedged
2,075,000
2,120,000
Total fixed rate
3,257,474
3,237,386
Total variable rate
363,550
270,000
Total debt
$
3,621,024
$
3,507,386
Debt, preferred equity, and other investments subject to variable rate
117,006
168,745
Net exposure to variable rate debt
246,544
101,255
Percent of Total Debt:
Fixed rate
90.0 %
92.3 %
Variable rate (1)
10.0 %
7.7 %
Total
100.0 %
100.0 %
Effective Interest Rate for the Year:
Fixed rate
5.18 %
4.68 %
Variable rate
5.17 %
6.11 %
Effective interest rate
5.17 %
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 7.0% and 3.0% as of December 31, 2024 and December 31, 2023, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on adjusted Term SOFR (4.33% and
5.35% as of December 31, 2024 and 2023, respectively). Our consolidated debt as of December 31, 2024 had a weighted
average term to maturity of 2.80 years.
Certain of our debt and equity investments and other investments, with carrying values of $117.0 million as of
December 31, 2024 and $168.7 million as of December 31, 2023, 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 consolidated variable rate debt to total debt was 7.0% and 3.0% as of December 31, 2024 and 2023, respectively.
Mortgage Financing
As of December 31, 2024, our total mortgage debt (excluding our share of joint venture mortgage debt of $6.0 billion)
consisted of $1.6 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest
rate of 5.80% and $0.4 billion of variable rate debt with an effective weighted average interest rate of 6.60%.
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, 2024, 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. In November 2024, Term Loan B was paid down to $100 million and the maturity date
was extended to November 19, 2025, with two additional six-month as-of-right extension options. 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, 2024, 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
15
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, 2024, 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 180 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, 2024, the facility fee was 30 basis points.
As of December 31, 2024, we had $7.5 million of outstanding letters of credit, $320.0 million drawn under the revolving
credit facility and $1.15 billion of outstanding term loans, with total undrawn capacity of $922.5 million under the 2021 credit
facility. As of December 31, 2024 and December 31, 2023, the revolving credit facility had a carrying value of $316.2 million
and $554.8 million, respectively, net of deferred financing costs. As of December 31, 2024 and December 31, 2023, the term
loans had a carrying value of $1.1 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).
CMBS Securities Repurchase Facility
In December 2024, the Company entered into a repurchase facility for CMBS securities (CMBS Repurchase Facility),
which provides us with the ability to sell certain CMBS investments with a simultaneous agreement to repurchase the same at a
certain date or on demand. We seek to mitigate risks associated with our repurchase facility by managing the credit quality of
our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our
repurchase facility permit valuation adjustments based on capital markets activity and are not limited to collateral-specific
credit marks. To monitor credit risk associated with our CMBS investments, our asset management team regularly reviews our
investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary.
The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional
assets from our portfolio of investments, our ability to satisfy margin calls with cash or cash equivalents and our access to
additional liquidity. As of December 31, 2024, there have been no margin calls on the CMBS Repurchase Facility. At
December 31, 2024, the facility had an outstanding balance of $3.6 million.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2024 and 2023,
respectively, by scheduled maturity date (dollars in thousands):
December 31, 2024
December 31, 2023
Issuance
Unpaid Principal
Balance
Accreted
Balance
Accreted
Balance
Interest
Rate (1)
Initial
Term
(in Years)
Maturity Date
December 17, 2015 (2)
$
100,000
$
100,000
$
100,000
4.27 %
10
December 2025
$
100,000
$
100,000
$
100,000
Deferred financing costs, net
—
(103)
(205)
$
100,000
$
99,897
$
99,795
(1)
Interest rate as of December 31, 2024.
(2)
Issued by the Company and the Operating Partnership as co-obligors.
Restrictive Covenants
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, 2024 and 2023, we were in compliance with all such
covenants.
16
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 the use of interest rate derivative instruments and through our variable rate debt and preferred
equity investments. Based on the debt outstanding as of December 31, 2024, a hypothetical 100 basis point increase in the
applicable floating interest rate curve would increase our consolidated annual interest cost, net of interest income from variable
rate debt and preferred equity investments, by $2.3 million and would increase our share of joint venture annual interest cost by
$1.9 million. As of December 31, 2024, $117.0 million, or 38.5%, of our $303.7 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 for accounting purposes
are adjusted to fair value through income. If a derivative is considered a hedge for accounting purposes, 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 $3.3 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, 2024 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 175 basis points to 275
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 over, but not control, 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.
Dividends/Distributions
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.
Related Party Transactions
One Vanderbilt Avenue Investment
In December 2016, we entered into agreements with entities owned and controlled by our Chairman, Chief Executive
Officer ("CEO") and Interim President, Marc Holliday, and our former President, Andrew Mathias, pursuant to which they
agreed to make an investment in our One Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt) at the
appraised fair market value for the interests acquired. This investment entitles these entities to receive a percentage of any
profits realized by the Company from its One Vanderbilt project in excess of the Company's capital contributions, of
approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on account of
17
SUMMIT One Vanderbilt. The entities had no right to any return of capital. Accordingly, subject to previously disclosed
repurchase rights, these interests had no value and these entities were not entitled to any amounts (other than limited
distributions to cover tax liabilities incurred) unless and until the Company received distributions from the One Vanderbilt
project in excess of the Company's aggregate investment in the project. The entities owned and controlled by Messrs. Holliday
and 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 seven-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 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 (excluding SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and
Mathias exercised their rights to tender 50% of their interests in the property (excluding SUMMIT One Vanderbilt) in July
2022. In 2023, stabilization of SUMMIT One Vanderbilt was achieved.
As of December 31, 2024, Messrs. Holiday's and Mathias's remaining interests in the One Vanderbilt project are included
in Preferred units and redeemable equity in the mezzanine equity section of the Company's consolidated financial statements.
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, 2024, 2023, and 2022 we recorded $3.0 million, $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, 2024, we recorded $41.4 million of rent expense under the lease, including percentage rent, of which
$27.7 million was recognized as income as a component of Equity in net income (loss) from unconsolidated joint ventures in
our consolidated statements of operations. 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
income (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 income (loss) from unconsolidated joint ventures in
our consolidated statements of operations. See Note 20, "Commitments and Contingencies."
719 Seventh Avenue
In April 2024, the Company entered into an arrangement to sell the property at 719 Seventh Avenue for $30.5 million to a
special purpose entity ("SPE"), of which our former President and current director, Andrew Mathias, is a partner. No amounts
from the transaction will be payable to Mr. Mathias. Mr. Mathias is initially expected to own up to 40% of the equity of the
SPE, representing an investment by Mr. Mathias of up to approximately $7.0 million in the acquisition of the property. The
transaction closed during the second quarter of 2024. See Note 4, "Properties Held for Sale and Property Dispositions."
760 Madison Avenue Condominium Unit
In July 2024, the Company entered into an agreement to sell one of the condominium units located at 760 Madison
Avenue to an entity owned by a trust of which the beneficiaries are the family members of our Chairman, CEO and Interim
President, Marc Holliday, for $8.4 million. The transaction is expected to close in the first quarter of 2025.
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
("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
18
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, 2024, 2023, and 2022 are as follows (in thousands):
Year Ended December 31,
2024
2023
2022
Net income (loss) attributable to SL Green common stockholders
$
7,060
$
(579,509) $
(93,024)
Add:
Depreciation and amortization
207,443
247,810
216,167
Joint venture depreciation and noncontrolling interest adjustments
287,671
284,284
252,893
Net loss attributable to noncontrolling interests
(431)
(42,033)
(4,672)
Less:
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/
real estate
208,144
(13,368)
(131)
Purchase price and other fair value adjustments
83,430
(6,813)
—
Gain (loss) on sale of real estate, net
3,025
(32,370)
(84,485)
Depreciable real estate reserves and impairments
(104,071)
(382,374)
(6,313)
Depreciable real estate reserves in unconsolidated joint venture
(263,190)
—
—
Depreciation on non-rental real estate assets
4,583
4,136
3,466
Funds from Operations attributable to SL Green common stockholders and unit
holders
$
569,822
$
341,341
$
458,827
Seasonality
Our business at SUMMIT is subject to tourism trends and weather conditions, resulting in seasonal fluctuation. In 2024
and 2023, approximately 16.0% to 19.0% of our annual SUMMIT revenue was realized in the first quarter, 26.0% to 26.0% was
19
realized in the second quarter, 28.0% to 29.0% was realized in the third quarter, and 27.0% to 29.0% 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
Climate regulation in New York City is among the most stringent and requires building owners to comply with ambitious
emissions limits. 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. We expect to be compliant in the first compliance period through 2029, with no material financial
impact on our portfolio.
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. In 2023, the Company released its second TCFD
report, which expanded the physical and transition risks and opportunities and progress related to TCFD disclosure originally
released in 2021. This report, along with the Company's current ESG Report, is available under "Reports & Resources" in the
"Sustainability" section on our website. The Company has approved near-term Scope 1 and Scope 2 science-based emissions
reduction targets with the SBTi. 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.
20
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, occupancy, 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;
•
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;
•
risks related to our asset management business, including our ability to identify suitable investments, manage
actual and potential conflicts of interest and comply with regulations on our asset management subsidiary
under the Investment Advisers Act of 1940; 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.
21
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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, 2024 (in thousands):
Long-Term Debt
Debt and Preferred
Equity Investments (1)
Fixed
Rate
Average
Interest
Rate
Variable
Rate
Average
Interest
Rate
Amount
Weighted
Yield
2025
$
470,001
5.29 % $
3,550
6.34 %
92,525
4.35 %
2026
290,148
5.30 %
—
6.17 %
54,481
9.59 %
2027
1,920,000
5.97 %
360,000
6.18 %
136,720
6.55 %
2028
205,000
7.15 %
—
— %
—
— %
2029
—
7.50 %
—
— %
—
— %
Thereafter
372,325
7.81 %
—
— %
20,000
8.11 %
Total
$
3,257,474
5.62 % $
363,550
6.23 % $
303,726
6.53 %
Fair Value
$
3,225,767
$
355,364
(1)
Our debt and preferred equity investments had an estimated fair value of approximately $0.3 billion as of December 31, 2024.
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, 2024 (in thousands):
Long Term Debt
Debt and Preferred
Equity Investments
Fixed
Rate
Average
Interest
Rate
Variable
Rate
Average
Interest
Rate
Amount
Weighted
Yield
2025
$
989,934
4.35 % $
208,466
7.14 %
—
— %
2026
936,639
4.27 %
—
7.02 %
214,657
8.86 %
2027
1,619,766
3.99 %
90,463
7.03 %
—
— %
2028
382,294
2.86 %
—
— %
—
— %
2029
—
2.86 %
—
— %
—
— %
Thereafter
1,800,300
2.86 %
—
— %
—
— %
Total
$
5,728,933
3.97 % $
298,929
7.07 % $
214,657
8.86 %
Fair Value
$
5,058,674
$
207,929
22
The table below lists our consolidated derivative instruments, which are hedging variable rate debt, and their related fair
values as of December 31, 2024 (in thousands):
Asset
Hedged
Benchmark
Rate
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Fair
Value
Interest Rate Cap
Mortgage
SOFR
$ 205,000
4.000 %
February 2024
February 2025
$
75
Interest Rate Cap
Mortgage
SOFR
370,000
3.250 %
June 2024
June 2025
1,653
Interest Rate Cap
Credit Facility
SOFR
370,000
3.250 %
June 2024
June 2025
(1,649)
Interest Rate Cap
Credit Facility
SOFR
68,678
4.000 %
August 2024
July 2025
(102)
Interest Rate Swap
Credit Facility
SOFR
150,000
2.621 %
December 2021
January 2026
2,196
Interest Rate Swap
Credit Facility
SOFR
200,000
2.662 %
December 2021
January 2026
2,849
Interest Rate Swap
Credit Facility
SOFR
125,000
3.667 %
August 2024
December 2026
828
Interest Rate Swap
Credit Facility
SOFR
125,000
3.670 %
August 2024
December 2026
820
Interest Rate Swap
Credit Facility
SOFR
100,000
2.903 %
February 2023
February 2027
2,225
Interest Rate Swap
Credit Facility
SOFR
100,000
2.733 %
February 2023
February 2027
2,568
Interest Rate Swap
Credit Facility
SOFR
50,000
2.463 %
February 2023
February 2027
1,557
Interest Rate Swap
Credit Facility
SOFR
200,000
2.591 %
February 2023
February 2027
5,711
Interest Rate Swap
Credit Facility
SOFR
300,000
2.866 %
July 2023
May 2027
7,637
Interest Rate Swap
Credit Facility
SOFR
150,000
3.524 %
January 2024
May 2027
1,618
Interest Rate Swap
Credit Facility
SOFR
370,000
3.888 %
November 2022
June 2027
970
Interest Rate Swap
Credit Facility
SOFR
68,678
4.466 %
August 2024
June 2027
(765)
Interest Rate Swap
Credit Facility
SOFR
300,000
4.487 %
November 2024
November 2027
(3,953)
Interest Rate Swap
Credit Facility
SOFR
100,000
3.756 %
January 2023
January 2028
722
Interest Rate Swap
Mortgage
SOFR
204,963
3.915 %
February 2025
May 2028
431
Total Consolidated Hedges
$ 25,391
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 $1.2 million in the aggregate as of
December 31, 2024. We also swapped certain floating rate debt at some of our joint ventures. These swaps represented an asset
of $4.7 million in the aggregate as of December 31, 2024.
Asset
Hedged
Benchmark
Rate
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Fair
Value
Interest Rate Cap
Mortgage
SOFR
$ 658,357
4.000 %
November 2024
May 2025
$
727
Interest Rate Cap
Mortgage
SOFR
285,000
4.000 %
August 2024
July 2025
423
Interest Rate Swap
Mortgage
SOFR
250,000
3.608 %
April 2023
February 2026
1,309
Interest Rate Swap
Mortgage
SOFR
250,000
3.608 %
April 2023
February 2026
1,309
Interest Rate Swap
Mortgage
SOFR
177,000
1.555 %
December 2022
February 2026
4,964
Interest Rate Swap
Mortgage
SOFR
268,750
4.039 %
July 2024
September 2028
(534)
Interest Rate Swap
Mortgage
SOFR
268,750
4.058 %
July 2024
September 2028
(711)
Interest Rate Swap
Mortgage
SOFR
537,500
4.065 %
July 2024
September 2028
(1,628)
Total Unconsolidated Hedges
$
5,859
23
EXPLANATORY NOTE
On February 18, 2025, we filed our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Original Form
10-K") with the Securities and Exchange Commission (the "SEC"). We are filing this Amendment No. 1 on Form 10-K/A
("Amendment No. 1") solely to amend Part II, Item 8, "Report of Independent Registered Public Accounting Firm" of Ernst &
Young LLP included in the Original Form 10-K, which inadvertently included an incorrect reference regarding responsibility
for the audit of a change in accounting principle.
In accordance with Rule 12b-15 ("Rule 12b-15") under the Securities Exchange Act of 1934, as amended, we have included the
entire text of Part II, Item 8 "Financial Statements and Supplementary Data" and Part II, Item 15 "Exhibits, Financial
Statements and Schedules" in this Amendment No. 1. In addition, we are including in this Amendment No. 1 new certifications
of its Chief Executive Officer and Chief Financial Officer, as required by Rule 12b-15.
Except as expressly set forth above, this Amendment No. 1 speaks as of the filing date of the Original Form 10-K, and does not
reflect events that may have occurred subsequent to that date, nor does it modify or update in any way disclosure made in the
Original Form 10-K, including any of the financial information disclosed in Parts II and IV of the Original Form 10-K.
24
Assets
Commercial real estate properties, at cost:
Land and land interests
$
1,357,041
$
1,092,671
Building and improvements
3,862,224
3,655,624
Building leasehold and improvements
1,388,476
1,354,569
6,607,741
6,102,864
Less: accumulated depreciation
(2,126,081)
(1,968,004)
4,481,660
4,134,860
Cash and cash equivalents
184,294
221,823
Restricted cash
147,344
113,696
Investments in marketable securities
22,812
9,591
Tenant and other receivables
44,055
33,270
Related party receivables
26,865
12,168
Deferred rents receivable
266,428
264,653
Debt and preferred equity investments, net of discounts and deferred origination fees of
$1,618 and $1,630 and allowances of $13,520 and $13,520 in 2024 and 2023, respectively
303,726
346,745
Investments in unconsolidated joint ventures
2,690,138
2,983,313
Deferred costs, net
117,132
111,463
Right of use asset - operating leases
865,639
885,929
Real estate loans held by consolidated securitization vehicles (includes $584,134 and $— at
fair value as of December 31, 2024 and December 31, 2023, respectively)
709,095
—
Other assets
610,911
413,670
Total assets (1)
$
10,470,099
$
9,531,181
Liabilities
Mortgages and other loans payable, net
$
1,944,635
$
1,491,319
Revolving credit facility, net
316,240
554,752
Unsecured term loans, net
1,146,010
1,244,881
Unsecured notes, net
99,897
99,795
Accrued interest payable
16,527
17,930
Senior obligations of consolidated securitization vehicles (includes $567,487 and $— at fair
value as of December 31, 2024 and December 31, 2023, respectively)
590,131
—
Other liabilities (includes $251,096 and $259,392 at fair value as of December 31, 2024 and
December 31, 2023, respectively)
414,153
471,401
Accounts payable and accrued expenses
122,674
153,164
Deferred revenue
164,887
134,053
Lease liability - financing leases
106,853
105,531
Lease liability - operating leases
810,989
827,692
Dividend and distributions payable
21,816
20,280
Security deposits
60,331
49,906
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred
securities
100,000
100,000
Total liabilities (1)
5,915,143
5,270,704
Commitments and contingencies (See Note 20)
December 31, 2024
December 31, 2023
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
25
Noncontrolling interests in Operating Partnership
288,941
238,051
Preferred units and redeemable equity
196,064
166,501
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, 2024 and 2023
221,932
221,932
Common stock, $0.01 par value, 160,000 shares authorized and 71,097 and 65,786 issued
and outstanding at December 31, 2024 and 2023, respectively (including 0 and 1,060 shares
held in treasury at December 31, 2024 and 2023, respectively)
711
660
Additional paid-in-capital
4,159,562
3,826,452
Treasury stock at cost
—
(128,655)
Accumulated other comprehensive income
18,196
17,477
Retained deficit
(449,101)
(151,551)
Total SL Green stockholders' equity
3,951,300
3,786,315
Noncontrolling interests in other partnerships
118,651
69,610
Total equity
4,069,951
3,855,925
Total liabilities and equity
$
10,470,099
$
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: $236.7 million and $41.2 million of land,
$159.1 million and $40.5 million of building and improvements, $— million and $— million of building and leasehold improvements, $— million and $—
million of right of use assets, $4.1 million and $5.4 million of accumulated depreciation, 709.1 million and — million of real estate loans held by consolidated
securitization vehicles, $830.3 million and $676.9 million of other assets included in other line items, $357.9 million and $50.0 million of real estate debt, net,
$1.1 million and $0.9 million of accrued interest payable, $— million and $— million of lease liabilities, 590.1 million and — million of senior obligations of
consolidated securitization vehicles and $324.8 million and $306.5 million of other liabilities included in other line items as of December 31, 2024 and
December 31, 2023, respectively.
December 31, 2024
December 31, 2023
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
26
Revenues
Rental revenue, net
$
605,999
$
683,335
$
671,500
SUMMIT Operator revenue
133,214
118,260
89,048
Investment income
24,353
34,705
81,113
Interest income from real estate loans held by consolidated securitization
vehicles
18,980
—
—
Other income
103,726
77,410
77,793
Total revenues
886,272
913,710
919,454
Expenses
Operating expenses, including related party expenses of $7 in 2024, $5 in
2023 and $5,701 in 2022
189,598
196,696
174,063
Real estate taxes
128,187
143,757
138,228
Operating lease rent
24,423
27,292
26,943
SUMMIT Operator expenses
111,739
101,211
89,207
Interest expense, net of interest income
147,220
137,114
89,473
Amortization of deferred financing costs
6,619
7,837
7,817
SUMMIT Operator tax expense
730
9,201
2,647
Interest expense on senior obligations of consolidated securitization vehicles
14,634
—
—
Depreciation and amortization
207,443
247,810
216,167
Loan loss and other investment reserves, net of recoveries
—
6,890
—
Transaction related costs
401
1,099
409
Marketing, general and administrative
85,187
111,389
93,798
Total expenses
916,181
990,296
838,752
Equity in net loss from unconsolidated joint ventures
(179,695)
(76,509)
(57,958)
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real
estate
208,144
(13,368)
(131)
Purchase price and other fair value adjustments
88,966
(17,260)
(8,118)
Gain (loss) on sale of real estate, net
3,025
(32,370)
(84,485)
Depreciable real estate reserves and impairments
(104,071)
(382,374)
(6,313)
Gain (loss) on early extinguishment of debt
43,762
(870)
—
Net income (loss)
30,222
(599,337)
(76,303)
Net loss attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership
(497)
37,465
5,794
Noncontrolling interests in other partnerships
928
4,568
(1,122)
Preferred units distributions
(8,643)
(7,255)
(6,443)
Net income (loss) attributable to SL Green
22,010
(564,559)
(78,074)
Perpetual preferred stock dividends
(14,950)
(14,950)
(14,950)
Net income (loss) attributable to SL Green common stockholders
$
7,060
$
(579,509) $
(93,024)
Basic earnings (loss) per share
$
0.08
$
(9.12) $
(1.49)
Diluted earnings (loss) per share
$
0.08
$
(9.12) $
(1.49)
Basic weighted average common shares outstanding
65,062
63,809
63,917
Diluted weighted average common shares and common share equivalents
outstanding
65,688
67,972
67,929
Year Ended December 31,
2024
2023
2022
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)
27
SL Green Realty Corp.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Year Ended December 31,
2024
2023
2022
Net income (loss)
$
30,222
$
(599,337) $
(76,303)
Other comprehensive income (loss):
Increase (decrease) in unrealized value of derivative instruments, including SL
Green's share of joint venture derivative instruments
318
(32,437)
103,629
Increase (decrease) in unrealized value of marketable securities
552
(1,650)
(1,440)
Other comprehensive income (loss)
870
(34,087)
102,189
Comprehensive income (loss)
31,092
(633,424)
25,886
Net (income) loss attributable to noncontrolling interests and preferred units
distributions
(8,212)
34,778
(1,771)
Other comprehensive (income) loss attributable to noncontrolling interests
(151)
1,960
(5,827)
Comprehensive income (loss) attributable to SL Green
$
22,729
$
(596,686) $
18,288
The accompanying notes are an integral part of these consolidated financial statements.
28
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
(78,074)
1,122
(76,952)
Acquisition of subsidiary interest from
noncontrolling interest
(29,742)
(75)
(29,817)
Other comprehensive income
96,362
96,362
Perpetual preferred stock dividends
(14,950)
(14,950)
DRSPP proceeds
11
525
525
Measurement adjustment for redeemable
noncontrolling interest
39,974
39,974
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
274
4
32,030
32,034
Repurchases of common stock
(1,971)
(20) (114,979)
(36,198)
(151,197)
Contributions to consolidated joint venture
interests
52,164
52,164
Cash distributions to noncontrolling interests
(4,699)
(4,699)
Issuance of special dividend paid in stock
1,961
163,115
(2,495)
160,620
Cash distributions declared ($3.6896 per common
share, none of which represented a return of
capital for federal income tax purposes)
(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
Net loss
(564,559)
(4,568) (569,127)
Other comprehensive loss
(32,127)
(32,127)
Perpetual preferred stock dividends
(14,950)
(14,950)
DRSPP proceeds
17
525
525
Measurement adjustment for redeemable
noncontrolling interest
(15,486)
(15,486)
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
329
4
35,569
35,573
Contributions to consolidated joint venture
interests
15,066
15,066
Cash distributions to noncontrolling interests
(2,777)
(2,777)
Cash distributions declared ($3.2288 per common
share, none of which represented a return of
capital for federal income tax purposes)
(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
Net income
22,010
(928)
21,082
Acquisition of subsidiary interest from
noncontrolling interest
(4,130)
(5,086)
(9,216)
Other comprehensive income
719
719
Perpetual preferred stock dividends
(14,950)
(14,950)
DRSPP proceeds
729
7
52,301
52,308
Conversion of units in the Operating Partnership to
common stock
124
—
—
Measurement adjustment for redeemable
noncontrolling interest
(107,631)
(107,631)
Deferred compensation plan and stock awards, net
of forfeitures and tax withholdings
455
4
26,844
26,848
Proceeds from issuance of common stock
5,063
51
386,739
386,790
Repurchases of common stock
(11) (128,644)
128,655
—
Contributions to consolidated joint venture
interests
6,656
6,656
Consolidation of partially owned entity
59,452
59,452
Cash distributions to noncontrolling interests
(11,053)
(11,053)
Cash distributions declared ($3.0075 per common
share, none of which represented a return of
capital for federal income tax purposes)
(196,979)
(196,979)
Balance at December 31, 2024
$ 221,932
71,097
$ 711
$ 4,159,562
$
—
$
18,196
$ (449,101) $
118,651
$ 4,069,951
SL Green Realty Corp. Stockholders
Common Stock
Series I
Preferred
Stock
Shares
Par
Value
Additional
Paid-
In-Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Income
Retained
Earnings
(Deficit)
Noncontrolling
Interests
Total
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Equity
(in thousands, except per share data)
29
Operating Activities
Net income (loss)
$
30,222
$
(599,337) $
(76,303)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
214,062
255,647
223,984
Equity in net loss from unconsolidated joint ventures
179,695
76,509
57,958
Distributions of cumulative earnings from unconsolidated joint ventures
12,992
9,897
780
Equity in net (gain) loss on sale of interest in unconsolidated joint venture/real estate
(208,144)
13,368
131
Purchase price and other fair value adjustments
(88,966)
17,260
8,118
Depreciable real estate reserves and impairments
104,071
382,374
6,313
(Gain) loss on sale of real estate, net
(3,025)
32,370
84,485
Loan loss and other investment reserves, net of recoveries
—
6,890
—
(Gain) loss on early extinguishment of debt
(43,762)
870
—
Deferred rents receivable
(1,535)
(17,903)
(5,749)
Non-cash lease expense
20,290
20,435
22,403
Other non-cash adjustments
46,219
28,174
(5,676)
Changes in operating assets and liabilities:
Tenant and other receivables
(11,804)
(1,725)
14,370
Related party receivables
(11,414)
15,788
6,666
Deferred lease costs
(29,271)
(17,427)
(21,792)
Other assets
15,968
(1,922)
(28,204)
Accounts payable, accrued expenses, other liabilities and security deposits
(74,501)
11,974
(30,839)
Deferred revenue
(4,799)
8,057
18,332
Lease liability - operating leases
(16,703)
(11,796)
1,111
Net cash provided by operating activities
129,595
229,503
276,088
Investing Activities
Acquisitions of real estate property
$
—
$
—
$
(64,491)
Additions to land, buildings and improvements
(211,869)
(259,663)
(300,770)
Acquisition deposits and deferred purchase price
(23,050)
—
—
Investments in unconsolidated joint ventures
(451,233)
(184,481)
(184,518)
Distributions in excess of cumulative earnings from unconsolidated joint ventures
161,474
140,569
141,742
Net proceeds from disposition of real estate/joint venture interest
729,025
557,611
626,364
Cash and restricted cash assumed from acquisition and consolidation of real estate
investment
19,017
—
60,494
Proceeds from sale or redemption of marketable securities
—
—
15,626
Investments in marketable securities
(12,368)
—
—
Investments in real estate loans held by consolidated securitization vehicles
(117,894)
—
—
Other investments
(21,535)
(17,334)
1,432
Origination of debt and preferred equity investments
(16,310)
(65,357)
(51,367)
Repayments or redemption of debt and preferred equity investments
63,496
—
181,293
Net cash provided by investing activities
118,753
171,345
425,805
Financing Activities
Proceeds from mortgages and other loans payable
$
4,450
$
—
$
381,980
Repayments of mortgages and other loans payable
(68,977)
(25,826)
(292,364)
Proceeds from revolving credit facility, term loans and senior unsecured notes
1,170,000
538,000
1,524,000
Repayments of revolving credit facility, term loans and senior unsecured notes
(1,510,000)
(828,000)
(1,864,000)
Year Ended December 31,
2024
2023
2022
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
30
Proceeds from stock options exercised and DRSPP issuance
52,308
525
525
Proceeds from issuance of common stock
386,790
—
—
Repurchase of common stock
—
—
(151,197)
Redemption of preferred stock
(2,503)
(11,700)
(17,967)
Redemption of OP units
(38,177)
(9,076)
(40,901)
Distributions to noncontrolling interests in other partnerships
(11,053)
(2,777)
(4,699)
Contributions from noncontrolling interests in other partnerships
6,584
6,932
52,164
Acquisition of subsidiary interest from noncontrolling interest
(7,289)
—
(29,817)
Distributions to noncontrolling interests in the Operating Partnership
(13,915)
(14,779)
(16,272)
Dividends paid on common and preferred stock
(218,823)
(230,931)
(262,136)
Other obligation related to secured borrowing
—
129,656
77,874
Tax withholdings related to restricted share awards
(182)
—
(3,915)
Deferred loan costs
(1,442)
(1,407)
(8,098)
Net cash used in financing activities
(252,229)
(449,383)
(654,823)
Net (decrease) increase in cash, cash equivalents, and restricted cash
(3,881)
(48,535)
47,070
Cash, cash equivalents, and restricted cash at beginning of year
335,519
384,054
336,984
Cash, cash equivalents, and restricted cash at end of period
$
331,638
$
335,519
$
384,054
Supplemental cash flow disclosures:
Interest paid
$
200,752
$
229,119
$
169,519
Income taxes paid
$
9,001
$
7,815
$
5,358
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Exchange of preferred equity investment for real estate or equity in joint venture
$
—
$
—
$
190,652
Exchange of debt investment for real estate or equity in joint venture
—
349,946
193,995
Assumption of mortgage and mezzanine loans
—
—
1,712,750
Issuance of special dividend paid in stock
—
—
160,620
Tenant improvements and capital expenditures payable
—
—
18,518
Acquisition of subsidiary interest from noncontrolling interest
1,927
—
—
Measurement adjustment for redeemable noncontrolling interest
107,632
15,486
39,974
Consolidation of a subsidiary
50,377
—
—
Investment in joint venture
10,639
—
47,135
Deconsolidation of a subsidiary
—
101,351
—
Deconsolidation of subsidiary debt
—
1,712,750
—
Debt and preferred equity investments
1,133
—
302
Extinguishment of debt
46,835
—
—
Removal of fully depreciated commercial real estate properties
6,903
16,313
30,359
Contribution to consolidated joint venture by noncontrolling interest
72
8,134
—
Share repurchase or redemption payable
9,514
9,513
—
Recognition of right of use assets and related lease liabilities
—
—
57,938
Consolidation of securitization vehicle assets
600,521
—
—
Consolidation of securitization vehicle liabilities
600,521
—
—
Year Ended December 31,
2024
2023
2022
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
31
In December 2024, the Company declared a regular monthly distribution per share of $0.2575 that was paid in cash. This
distribution was paid in January 2025. 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.
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.
Year Ended
2024
2023
2022
Cash and cash equivalents
$
184,294
$
221,823
$
203,273
Restricted cash
147,344
113,696
180,781
Total cash, cash equivalents, and restricted cash
$
331,638
$
335,519
$
384,054
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
32
Assets
Commercial real estate properties, at cost:
Land and land interests
$
1,357,041
$
1,092,671
Building and improvements
3,862,224
3,655,624
Building leasehold and improvements
1,388,476
1,354,569
6,607,741
6,102,864
Less: accumulated depreciation
(2,126,081)
(1,968,004)
4,481,660
4,134,860
Cash and cash equivalents
184,294
221,823
Restricted cash
147,344
113,696
Investments in marketable securities
22,812
9,591
Tenant and other receivables
44,055
33,270
Related party receivables
26,865
12,168
Deferred rents receivable
266,428
264,653
Debt and preferred equity investments, net of discounts and deferred origination fees of
$1,618 and $1,630 and allowances of $13,520 and $13,520 in 2024 and 2023, respectively
303,726
346,745
Investments in unconsolidated joint ventures
2,690,138
2,983,313
Deferred costs, net
117,132
111,463
Right of use asset - operating leases
865,639
885,929
Real estate loans held by consolidated securitization vehicles (includes $584,134 and $— at
fair value as of December 31, 2024 and December 31, 2023, respectively)
709,095
—
Other assets
610,911
413,670
Total assets (1)
$
10,470,099
$
9,531,181
Liabilities
Mortgages and other loans payable, net
$
1,944,635
$
1,491,319
Revolving credit facility, net
316,240
554,752
Unsecured term loans, net
1,146,010
1,244,881
Unsecured notes, net
99,897
99,795
Accrued interest payable
16,527
17,930
Senior obligations of consolidated securitization vehicles (includes $567,487 and $— at fair
value as of December 31, 2024 and December 31, 2023, respectively)
590,131
—
Other liabilities (includes $251,096 and $259,392 at fair value as of December 31, 2024 and
December 31, 2023, respectively)
414,153
471,401
Accounts payable and accrued expenses
122,674
153,164
Deferred revenue
164,887
134,053
Lease liability - financing leases
106,853
105,531
Lease liability - operating leases
810,989
827,692
Dividend and distributions payable
21,816
20,280
Security deposits
60,331
49,906
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred
securities
100,000
100,000
Total liabilities (1)
5,915,143
5,270,704
Commitments and contingencies (See Note 20)
December 31, 2024
December 31, 2023
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
33
Limited partner interests in SLGOP (4,510 and 3,949 limited partner common units
outstanding at December 31, 2024 and 2023, respectively)
288,941
238,051
Preferred units and redeemable equity
196,064
166,501
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both
December 31, 2024 and 2023
221,932
221,932
SL Green partners' capital (756 and 687 general partner common units, and 70,341 and
64,039 limited partner common units outstanding at December 31, 2024 and 2023,
respectively)
3,711,172
3,546,906
Accumulated other comprehensive income
18,196
17,477
Total SLGOP partners' capital
3,951,300
3,786,315
Noncontrolling interests in other partnerships
118,651
69,610
Total capital
4,069,951
3,855,925
Total liabilities and capital
$
10,470,099
$
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: $236.7 million and $41.2
million of land, $159.1 million and $40.5 million of building and improvements, $— million and $— million of building and leasehold improvements, $—
million and $— million of right of use assets, $4.1 million and $5.4 million of accumulated depreciation, 709.1 million and — million of real estate loans held
by consolidated securitization vehicles, $830.3 million and $676.9 million of other assets included in other line items, $357.9 million and $50.0 million of real
estate debt, net, $1.1 million and $0.9 million of accrued interest payable, $— million and $— million of lease liabilities, 590.1 million and — million of
senior obligations of consolidated securitization vehicles and $324.8 million and $306.5 million of other liabilities included in other line items as of December
31, 2024 and December 31, 2023, respectively.
December 31, 2024
December 31, 2023
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
34
Revenues
Rental revenue, net
$
605,999
$
683,335
$
671,500
SUMMIT Operator revenue
133,214
118,260
89,048
Investment income
24,353
34,705
81,113
Interest income from real estate loans held by consolidated securitization
vehicles
18,980
—
—
Other income
103,726
77,410
77,793
Total revenues
886,272
913,710
919,454
Expenses
Operating expenses, including related party expenses of $7 in 2024, $5 in
2023 and $5,701 in 2022
189,598
196,696
174,063
Real estate taxes
128,187
143,757
138,228
Operating lease rent
24,423
27,292
26,943
SUMMIT Operator expenses
111,739
101,211
89,207
Interest expense, net of interest income
147,220
137,114
89,473
Amortization of deferred financing costs
6,619
7,837
7,817
SUMMIT Operator tax expense
730
9,201
2,647
Interest expense on senior obligations of consolidated securitization vehicles
14,634
—
—
Depreciation and amortization
207,443
247,810
216,167
Loan loss and other investment reserves, net of recoveries
—
6,890
—
Transaction related costs
401
1,099
409
Marketing, general and administrative
85,187
111,389
93,798
Total expenses
916,181
990,296
838,752
Equity in net loss from unconsolidated joint ventures
(179,695)
(76,509)
(57,958)
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real
estate
208,144
(13,368)
(131)
Purchase price and other fair value adjustments
88,966
(17,260)
(8,118)
Gain (loss) on sale of real estate, net
3,025
(32,370)
(84,485)
Depreciable real estate reserves and impairments
(104,071)
(382,374)
(6,313)
Gain (loss) on early extinguishment of debt
43,762
(870)
—
Net income (loss)
30,222
(599,337)
(76,303)
Noncontrolling interests in other partnerships
928
4,568
(1,122)
Preferred units distributions
(8,643)
(7,255)
(6,443)
Net income (loss) attributable to SLGOP
22,507
(602,024)
(83,868)
Perpetual preferred unit dividends
(14,950)
(14,950)
(14,950)
Net income (loss) attributable to SLGOP common unitholders
$
7,557
$
(616,974) $
(98,818)
Basic earnings (loss) per unit
$
0.04
$
(9.12) $
(1.49)
Diluted earnings (loss) per unit
$
0.04
$
(9.12) $
(1.49)
Basic weighted average common units outstanding
68,736
67,972
67,929
Diluted weighted average common units and common unit equivalents
outstanding
69,605
67,972
67,929
Year Ended December 31,
2024
2023
2022
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)
35
SL Green Operating Partnership, L.P.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Year Ended December 31,
2024
2023
2022
Net income (loss)
$
30,222
$
(599,337) $
(76,303)
Other comprehensive income (loss):
Increase (decrease) in unrealized value of derivative instruments, including
SL Green's share of joint venture derivative instruments
318
(32,437)
103,629
Increase (decrease) in unrealized value of marketable securities
552
(1,650)
(1,440)
Other comprehensive income (loss)
870
(34,087)
102,189
Comprehensive income (loss)
31,092
(633,424)
25,886
Net loss (income) attributable to noncontrolling interests
928
4,568
(1,122)
Other comprehensive (income) loss attributable to noncontrolling interests
(151)
1,960
(5,827)
Comprehensive income (loss) attributable to SLGOP
$
31,869
$
(626,896) $
18,937
The accompanying notes are an integral part of these consolidated financial statements.
36
Balance at December 31, 2021
$ 221,932
64,105
$ 4,589,702
$
(46,758) $
13,377
$ 4,778,253
Net loss
(78,074)
1,122
(76,952)
Acquisition of subsidiary interest from noncontrolling interest
(29,742)
(75)
(29,817)
Other comprehensive income
96,362
96,362
Perpetual preferred unit dividends
(14,950)
(14,950)
DRSPP proceeds
11
525
525
Measurement adjustment for redeemable noncontrolling interest
39,974
39,974
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
274
32,034
32,034
Repurchases of common units
(1,971)
(151,197)
(151,197)
Contributions to consolidated joint venture interests
52,164
52,164
Cash distributions to noncontrolling interests
(4,699)
(4,699)
Issuance of special distribution paid in units
1,961
160,620
160,620
Cash distributions declared ($3.6896 per common unit, none of which
represented a return of capital for federal income tax purposes)
(235,395)
(235,395)
Balance at December 31, 2022
$ 221,932
64,380
$ 4,313,497
$
49,604
$
61,889
$ 4,646,922
Net loss
(564,559)
(4,568) (569,127)
Other comprehensive loss
(32,127)
(32,127)
Perpetual preferred unit dividends
(14,950)
(14,950)
DRSPP proceeds
17
525
525
Measurement adjustment for redeemable noncontrolling interest
(15,486)
(15,486)
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
329
35,573
35,573
Contributions to consolidated joint venture interests
15,066
15,066
Cash distributions to noncontrolling interests
(2,777)
(2,777)
Cash distributions declared ($3.2288 per common unit, none of which
represented a return of capital for federal income tax purposes)
(207,694)
(207,694)
Balance at December 31, 2023
$ 221,932
64,726
$ 3,546,906
$
17,477
$
69,610
$ 3,855,925
Net income
22,010
(928)
21,082
Acquisition of subsidiary interest from noncontrolling interest
(4,130)
(5,086)
(9,216)
Other comprehensive income
719
719
Perpetual preferred unit dividends
(14,950)
(14,950)
DRSPP proceeds
729
52,308
52,308
Conversion of common units
124
—
—
Measurement adjustment for redeemable noncontrolling interest
(107,631)
(107,631)
Deferred compensation plan and stock awards, net of forfeitures and tax
withholdings
455
26,848
26,848
Proceeds from issuance of common stock
5,063
386,790
386,790
Contributions to consolidated joint venture interests
6,656
6,656
Consolidation of partially owned entity
59,452
59,452
Cash distributions to noncontrolling interests
(11,053)
(11,053)
Cash distributions declared ($3.0075 per common unit, none of which
represented a return of capital for federal income tax purposes)
(196,979)
(196,979)
Balance at December 31, 2024
$ 221,932
71,097
$ 3,711,172
$
18,196
$
118,651
$ 4,069,951
SL Green Operating Partnership Unitholders
Partners' Interest
Series I
Preferred
Units
Common
Units
Common
Unitholders
Accumulated
Other
Comprehensive
Income
Noncontrolling
Interests
Total
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Capital
(in thousands, except per unit data)
37
Operating Activities
Net income (loss)
$
30,222
$
(599,337) $
(76,303)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
214,062
255,647
223,984
Equity in net loss from unconsolidated joint ventures
179,695
76,509
57,958
Distributions of cumulative earnings from unconsolidated joint ventures
12,992
9,897
780
Equity in net (gain) loss on sale of interest in unconsolidated joint venture/real estate
(208,144)
13,368
131
Purchase price and other fair value adjustments
(88,966)
17,260
8,118
Depreciable real estate reserves and impairments
104,071
382,374
6,313
(Gain) loss on sale of real estate, net
(3,025)
32,370
84,485
Loan loss reserves and other investment reserves, net of recoveries
—
6,890
—
(Gain) loss on early extinguishment of debt
(43,762)
870
—
Deferred rents receivable
(1,535)
(17,903)
(5,749)
Non-cash lease expense
20,290
20,435
22,403
Other non-cash adjustments
46,219
28,174
(5,676)
Changes in operating assets and liabilities:
Tenant and other receivables
(11,804)
(1,725)
14,370
Related party receivables
(11,414)
15,788
6,666
Deferred lease costs
(29,271)
(17,427)
(21,792)
Other assets
15,968
(1,922)
(28,204)
Accounts payable, accrued expenses, other liabilities and security deposits
(74,501)
11,974
(30,839)
Deferred revenue
(4,799)
8,057
18,332
Lease liability - operating leases
(16,703)
(11,796)
1,111
Net cash provided by operating activities
129,595
229,503
276,088
Investing Activities
Acquisitions of real estate property
$
—
$
—
$
(64,491)
Additions to land, buildings and improvements
(211,869)
(259,663)
(300,770)
Acquisition deposits and deferred purchase price
(23,050)
—
—
Investments in unconsolidated joint ventures
(451,233)
(184,481)
(184,518)
Distributions in excess of cumulative earnings from unconsolidated joint ventures
161,474
140,569
141,742
Net proceeds from disposition of real estate/joint venture interest
729,025
557,611
626,364
Cash and restricted cash assumed from acquisition and consolidation of real estate
investment
19,017
—
60,494
Proceeds from sale or redemption of marketable securities
—
—
15,626
Investments in marketable securities
(12,368)
—
—
Investments in real estate loans held by consolidated securitization vehicles
(117,894)
—
—
Other investments
(21,535)
(17,334)
1,432
Origination of debt and preferred equity investments
(16,310)
(65,357)
(51,367)
Repayments or redemption of debt and preferred equity investments
63,496
—
181,293
Net cash provided by investing activities
118,753
171,345
425,805
Financing Activities
Proceeds from mortgages and other loans payable
$
4,450
$
—
$
381,980
Repayments of mortgages and other loans payable
(68,977)
(25,826)
(292,364)
Year Ended December 31,
2024
2023
2022
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
38
Proceeds from revolving credit facility, term loans and senior unsecured notes
1,170,000
538,000
1,524,000
Repayments of revolving credit facility, term loans and senior unsecured notes
(1,510,000)
(828,000)
(1,864,000)
Proceeds from stock options exercised and DRSPP issuance
52,308
525
525
Proceeds from issuance of common units
386,790
—
—
Repurchase of common units
—
—
(151,197)
Redemption of preferred units
(2,503)
(11,700)
(17,967)
Redemption of OP units
(38,177)
(9,076)
(40,901)
Distributions to noncontrolling interests in other partnerships
(11,053)
(2,777)
(4,699)
Contributions from noncontrolling interests in other partnerships
6,584
6,932
52,164
Acquisition of subsidiary interest from noncontrolling interest
(7,289)
—
(29,817)
Distributions paid on common and preferred units
(232,738)
(245,710)
(278,408)
Other obligation related to secured borrowing
—
129,656
77,874
Tax withholdings related to restricted share awards
(182)
—
(3,915)
Deferred loan costs
(1,442)
(1,407)
(8,098)
Net cash used in financing activities
(252,229)
(449,383)
(654,823)
Net (decrease) increase in cash, cash equivalents, and restricted cash
(3,881)
(48,535)
47,070
Cash, cash equivalents, and restricted cash at beginning of year
335,519
384,054
336,984
Cash, cash equivalents, and restricted cash at end of period
$
331,638
$
335,519
$
384,054
Supplemental cash flow disclosures:
Interest paid
$
200,752
$
229,119
$
169,519
Income taxes paid
$
9,001
$
7,815
$
5,358
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Exchange of preferred equity investment for real estate or equity in joint venture
$
—
$
—
$
190,652
Exchange of debt investment for real estate or equity in joint venture
—
349,946
193,995
Assumption of mortgage and mezzanine loans
—
—
1,712,750
Issuance of special distribution paid in units
—
—
160,620
Tenant improvements and capital expenditures payable
—
—
18,518
Acquisition of subsidiary interest from noncontrolling interest
1,927
—
—
Measurement adjustment for redeemable noncontrolling interest
107,632
15,486
39,974
Consolidation of a subsidiary
50,377
—
—
Investment in joint venture
10,639
—
47,135
Deconsolidation of a subsidiary
—
101,351
—
Deconsolidation of subsidiary debt
—
1,712,750
—
Debt and preferred equity investments
1,133
—
302
Extinguishment of debt
46,835
—
—
Removal of fully depreciated commercial real estate properties
6,903
16,313
30,359
Contribution to consolidated joint venture by noncontrolling interest
72
8,134
—
Share repurchase or redemption payable
9,514
9,513
—
Recognition of right of use assets and related lease liabilities
—
—
57,938
Consolidation of securitization vehicle assets
600,521
—
—
Consolidation of securitization vehicle liabilities
600,521
—
—
Year Ended December 31,
2024
2023
2022
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
39
In December 2024, the Company declared a regular monthly distribution per share of $0.2575 that was paid in cash. This
distribution was paid in January 2025. 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.
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.
Year Ended
2024
2023
2022
Cash and cash equivalents
$
184,294
$
221,823
$
203,273
Restricted cash
147,344
113,696
180,781
Total cash, cash equivalents, and restricted cash
$
331,638
$
335,519
$
384,054
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
40
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements
December 31, 2024
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, 2024, noncontrolling investors
held, in the aggregate, a 5.97% 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, 2024, 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
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)
Commercial:
Manhattan
Office
15
9,587,441
9
12,175,149
24
21,762,590
92.5 %
Retail
2
30,496
1
12,946
3
43,442
100.0 %
Development/
Redevelopment
2
(2)
880,771
1
1,385,484
3
2,266,255
N/A
19
10,498,708
11
13,573,579
30
24,072,287
92.5 %
Suburban
Office
7
862,800
—
—
7
862,800
73.5 %
Total commercial properties
26
11,361,508
11
13,573,579
37
24,935,087
91.8 %
Residential:
Manhattan
Residential
1 (2)
140,382
1
221,884
2
362,266
99.1 %
Total core portfolio
27
11,501,890
12
13,795,463
39
25,297,353
91.9 %
Alternative
Strategy
Portfolio
—
—
7
2,567,025
7
2,567,025
63.0 %
(1)
The weighted average leased occupancy for commercial properties represents the total leased square feet 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.
41
(2)
As of December 31, 2024, 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.
As of December 31, 2024, 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 $303.7 million, excluding debt and preferred equity investments and other financing receivables totaling $9.7 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 2025, the Company closed on the acquisition of 500 Park Avenue for a gross asset valuation of $130.0 million.
The Company financed the acquisition with a new $80.0 million mortgage. The mortgage has a term of up to 5 years, as fully
extended, and bears interest at a floating rate of 2.40% over Term SOFR, which the Company has swapped to a fixed rate of
6.57% through February 2028.
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 have significant influence, but 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
42
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
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. Origination costs are amortized
as an expense over the remaining life of the lease and tenant improvements are amortized over the shorter of the remaining life
of the lease or useful life of improvement (or charged against earnings if the lease is terminated prior to its contractual
expiration date). When allocating the purchase price of real estate, 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, 2024, the
weighted average amortization period for above-market leases, below-market leases, and in-place lease costs is 10.0 years, 12.1
years, and 8.9 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 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, iv) the present value of the lease payments equals or exceeds substantially all of the
fair value of the underlying asset, or v) the underlying asset is of such a specialized nature that it is expected to have no
alternative use to the lessor at the end of the lease term. 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
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
43
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:
Category
Term
Building (fee ownership)
40 years
Building improvements
shorter of remaining life of the building or useful life
Building (leasehold interest)
lesser of 40 years or remaining term of the lease
Right of use assets - financing leases
lesser of 40 years or remaining term of the lease
Furniture and fixtures
4 to 7 years
Tenant improvements
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 $183.9 million, $221.0
million, and $190.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Properties are individually evaluated for impairment quarterly or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. A consolidated property's value is considered impaired if management's
estimate of the aggregate future cash flows (undiscounted) and terminal value to be generated by the property is less than the
carrying value of the property taking into account the appropriate capitalization rate in determining the future terminal value. 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 2024, the Company entered into an agreement to sell the property at 719 Seventh Avenue for $30.5 million. As a
result of the pending sale, the Company recorded a $46.3 million charge to reduce the carrying value of its investment to the
contracted purchase price for the three months ended March 31, 2024, which is included in Depreciable real estate reserves and
impairments in the consolidated statements of operations. The transaction closed during the second quarter of 2024. See Note 4,
"Properties Held for Sale and Property Dispositions."
During the year ended December 31, 2024, the Company recorded a $17.6 million charge, reflective of $15.1 million of
capitalized interest, to reduce the carrying value of the residential condominium units at 760 Madison Avenue, based on the
total of the sales contracts that the Company entered into for these units. This charge is included in Depreciable real estate
reserves and impairments in the consolidated statements of operations. The remaining transactions are expected to close during
the first quarter of 2025. See Note 4, "Properties Held for Sale and Property Dispositions."
During the year ended December 31, 2024, through a series of transactions, the Company reduced its ownership interest
in 690 Madison Avenue to 90.0% and repaid the previous $60.9 million mortgage on the property for a net payment of
$32.1 million. As a result of the transactions, the Company assessed the property for recoverability and recorded a
$34.3 million charge to write down the carrying value of the investment, which is included in Depreciable real estate reserves
and impairments in the consolidated statement of operations.
For the year ended December 31, 2024, we recognized a reduction of rental revenue of ($2.6 million) for the amortization
of aggregate above-market leases in excess of below-market leases resulting from the allocation of the purchase price of the
applicable properties. 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.
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, 2024 and 2023 (in thousands):
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
44
December 31, 2024
December 31, 2023
Identified intangible assets (included in other assets):
Gross amount
$
378,277
$
189,680
Accumulated amortization
(197,211)
(184,902)
Net
$
181,066
$
4,778
Identified intangible liabilities (included in deferred revenue):
Gross amount
$
243,703
$
205,394
Accumulated amortization
(204,092)
(202,089)
Net
$
39,611
$
3,305
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):
2025
$
5,828
2026
5,265
2027
4,754
2028
4,058
2029
3,719
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):
2025
$
30,485
2026
26,943
2027
21,648
2028
16,492
2029
15,008
Cash and Cash Equivalents
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, 2024,
we did not have any debt securities designated as 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. We account for our held-to-maturity securities at amortized cost
basis. Credit losses for our debt securities are recognized in accordance with ASC 326. No allowance for loan losses were
recognized for the years ended December 31, 2024, 2023 and 2022. We account for 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, 2024 and 2023, we held the following marketable securities (in thousands):
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
45
December 31, 2024
December 31, 2023
Commercial mortgage-backed securities - available-for-sale
$
17,323
$
9,591
Commercial mortgage-backed securities - held-to-maturity
5,489
—
Total investment in marketable securities
$
22,812
$
9,591
The cost basis of the available-for-sale commercial mortgage-backed securities ("CMBS") was $18.3 million and
$11.5 million as of December 31, 2024 and 2023, respectively. These securities mature at various times through 2030. As of
December 31, 2024, one security was in an unrealized gain position of $0.2 million with a fair market value of $5.5 million, and
two securities were in an unrealized loss position of $1.5 million and fair market value of $11.8 million with one of the
securities being in a continuous unrealized loss position for more than 12 months. All securities were in an unrealized loss
position as of December 31, 2023 with an unrealized loss of $1.9 million and a fair market value of $9.6 million and were in a
continuous unrealized loss position for more than 12 months. 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.
The cost basis of the held-to-maturity CMBS was $5.5 million as of December 31, 2024, and was purchased at a
$0.2 million discount. We had no held-to-maturity CMBS as of December 31, 2023.
We did not dispose of any debt marketable securities during the years ended December 31, 2024 and December 31, 2023.
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.
We held no equity marketable securities as of December 31, 2024 and December 31, 2023. During the year ended
December 31, 2022, we sold the one equity marketable security that was held as of December 31, 2021 for which we received
aggregate net proceeds of $4.2 million. We recognized $6.5 million of realized losses for the year ended December 31, 2022.
Investment in CMBS Securitization Trusts
We may be contracted to provide special servicing activities for CMBS securitization trusts and, in certain cases, we may
also acquire securities in these trusts. In certain cases, we may acquire the controlling class of the trust and we may have the
right to designate, and remove, the special servicer for these trusts. These circumstances may result in our consolidating the
securitization trusts on our financial statements. We evaluate all of our positions and special servicer appointments for
consolidation, which are considered to be VIEs to the Company.
As the special servicer, we provide services on defaulted loans within the trusts as permitted by the underlying
contractual agreements. We receive a fee in exchange for these services. The rights provided to us as special servicer give us the
ability to direct activities that could significantly impact the trust's economic performance, which requires consolidation of the
securitization trust unless a third party has the right to unilaterally remove us as special servicer without cause. In such instances
where we can be removed as special servicer without cause, we do not have the power to direct activities that most significantly
impact the trust's economic performance and would not consolidate the securitization trust.
For CMBS securitization trusts in which we are determined to be the primary beneficiary, we consolidate the
securitization trusts on our consolidated balance sheets. The consolidation of such securitization trusts results in a gross
presentation of the underlying collateral loans as assets as well as the senior CMBS positions owned by third parties, which are
presented as liabilities on our consolidated balance sheets. The assets of the consolidated securitization trust can only be used to
satisfy the liabilities of that securitization and are not available to the Company for any other purpose. Additionally, the senior
CMBS securitization trust obligations can only be satisfied through repayment of the underlying collateral loans as they do not
have any recourse to the Company or our assets. The Company has not provided any guarantees with respect to the
performance or repayment of the senior CMBS obligations.
While consolidation of the securitization trust increases the gross presentation of our consolidated balance sheets, it does
not impact the economic exposure or performance of the Company as it is limited to that of the actual investment in the CMBS
securitization trust, and not the consolidated senior obligations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
46
As of December 31, 2024 and 2023, we consolidated the following CMBS securitization trusts (in thousands):
December 31, 2024
December 31, 2023
Maturity
Type
Fair Value (1)
Principal
Value
Fair Value
Principal
Value
Real estate loans held by consolidated securitization
vehicles
$
709,095
$
894,000
$
— $
—
2023 - 2024 (2)
Senior obligations of consolidated securitization
vehicles
590,131
688,346
—
—
2023 - 2024 (2)
Real estate loans held by consolidated securitization
vehicles in excess of senior obligations of
consolidated securitization vehicles
$
118,964
$
205,654
$
— $
—
(1)
Includes $134.8 million and $34.2 million of assets and liabilities, respectively, for a loan that is on non-accrual and is accounted for on an amortized
cost basis.
(2)
The Company is in discussions with the respective borrowers on the resolution of the past maturities.
We have elected to record the associated interest income and interest expense for these investments as separate line items
on our consolidated statements of operations. The amounts recorded in Interest income from real estate loans held by
consolidated securitization vehicles on our consolidated statements of operations include the Company's interest income as well
as the interest income associated with CMBS positions owned by third parties, which is offset by the amounts recorded in
Interest expense on senior obligations of consolidated securitization vehicles on our consolidated statements of operations. As a
result, the net impact is limited to the interest income on the CMBS securities we own directly and not the gross consolidated
interest income and interest expense.
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. In scenarios where we are determined to be the primary beneficiary in a VIE, these substantive
participating rights held by our joint venture partner 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, 2024.
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
47
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, 2024, 2023 and 2022, $8.5 million, $6.8 million,
and $6.6 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
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
48
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, 2024 and 2023 was $3.1 million and $2.6 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
49
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.
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. During the years ended December 31, 2024, 2023 and 2022, we
recorded Federal, state and local tax provisions of $4.9 million, $8.2 million, and $3.7 million, respectively.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
50
SUMMIT is held in a TRS and pays Federal, state, and local taxes. During the years ended December 31, 2024, 2023 and
2022, we recorded Federal, state and local tax expense for SUMMIT of $0.7 million, $9.2 million, and $2.6 million,
respectively.
For the year ended December 31, 2024, the Company paid distributions on its common stock of $3.16 per share which
represented $0.23 per share of ordinary income and $2.93 per share of capital gains. 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.
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
51
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
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
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
52
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, which accounted for 5.5% of our share of annualized cash rent as of December 31,
2024, 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, 2024.
For the years ended December 31, 2024, 2023, and 2022, 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
2024
Property
2023
Property
2022
One Vanderbilt Avenue
14.7%
One Vanderbilt Avenue
16.0%
One Vanderbilt Avenue
14.1%
11 Madison Avenue
8.8%
11 Madison Avenue
8.3%
245 Park Avenue
10.0%
420 Lexington Avenue
7.0%
420 Lexington Avenue
6.7%
11 Madison Avenue
7.8%
1515 Broadway
6.7%
1515 Broadway
6.4%
420 Lexington Avenue
6.3%
245 Park Avenue
6.7%
1185 Avenue of the Americas
5.6%
1515 Broadway
5.8%
1185 Avenue of the Americas
5.9%
280 Park Avenue
5.5%
1185 Avenue of the Americas
5.1%
280 Park Avenue
5.2%
245 Park Avenue
5.5%
280 Park Avenue
5.1%
As of December 31, 2024, 57.2% of our work force is covered by five collective bargaining agreements, and none of our
work force is covered by collective bargaining agreements that expire before December 31, 2025. See Note 19, "Benefits
Plans."
Reclassification
Certain prior year balances have been reclassified to conform to our current year presentation.
Beginning in the second quarter of 2024, we reclassified amounts recorded for certain right-of-use assets classified as
operating leases from a gross presentation above accumulated depreciation to a net presentation below accumulated
depreciation in our consolidated balance sheets. This includes reclassifying the related amortization that was previously
included in the accumulated depreciation. We believe this presentation enhances the Company's financial statements.
Accounting Standards Updates
In November 2024, the FASB issued ASU No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40). The objective of this amendment is to help investors better understand a public
entity's performance, better assess the entity's prospect for future cash flows, and compare the entity's performance over time
and with that of other entities. The amendment will require public business entities to include a footnote disclosure about
specific expenses by requiring them to disaggregate, in a tabular presentation, each relevant expense caption on the face of the
income statement that includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization.
For any remaining items within each relevant expense caption, a qualitative disclosure is required for the amounts that are not
separately disaggregated quantitatively. Additionally, the amendment provides guidance on the definition of selling expenses
along with a requirement to disclose the total amount of selling expenses. The amendment does not change the requirements for
the presentation of expenses on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after
December 15, 2026. Early adoption is permitted. We are currently evaluating the impact of ASU 2024-03 on our consolidated
financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial
statements.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
53
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. The Company adopted
this guidance on January 1, 2025 and do not believe it will have a material impact on the Company's 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 all the current annual disclosure requirements in ASC 280 on an interim basis, except for
entity-wide disclsoures. 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. The Company adopted this guidance on January 1,
2024 and it did not have a material impact on the Company's consolidated financial statements.
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. The Company adopted this guidance on January 1, 2025 and do not believe it will have a
material impact on the Company's 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
54
3. Property Acquisitions and Consolidations
2024 Acquisitions
During the year ended December 31, 2024, we did not acquire any properties from a third party.
2024 Property Consolidations
The following table summarizes the properties consolidated during the year ended December 31, 2024:
Property
Consolidation
Date
Property Type
Approximate
Square Feet
Gross Asset
Valuation
(in millions)
100 Park Avenue (1)
December 2024
Fee Interest
834,000
$
441.0
10 East 53rd Street (2)
March 2024
Fee Interest
354,300
236.0
(1)
In December 2024, the Company amended the joint venture agreement with its partner. As a result of the amended terms, it was concluded that the joint
venture is a VIE in which the Company is 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 which resulted in the recognition of a positive fair value adjustment of
$117.8 million, which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. Prior to December
2024, the investment was accounted for under the equity method. See Note 16, "Fair Value Measurements."
(2)
In March 2024, the Company entered into an agreement to acquire its partner's 45.0% interest in the joint venture for cash consideration of $7.2 million,
which is net of all outstanding debt obligations at contract signing. As a result of the contract terms, it was concluded that the joint venture is a VIE in
which the Company is 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 which resulted in the recognition of a negative fair value adjustment of ($55.7 million), which is
included in Purchase price and other fair value adjustments in the consolidated statements of operations. Prior to March 2024, the investment was
accounted for under the equity method. In December 2024, the Company closed on the acquisition of the partner's interest. See Note 16, "Fair Value
Measurements."
2023 Acquisitions
During the year ended December 31, 2023, we did not acquire any properties from a third party.
2022 Acquisitions
The following table summarizes the properties acquired during the year ended December 31, 2022:
Property
Acquisition Date
Property Type
Approximate
Square Feet
Gross Asset
Valuation
(in millions)
245 Park Avenue (1)
September 2022
Fee Interest
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.
4. Properties Held for Sale and Property Dispositions
Properties Held for Sale
As of December 31, 2024 and 2023, no properties were classified as held for sale.
Property Dispositions
The following table summarizes the properties sold during the years ended December 31, 2024, 2023, and 2022:
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
55
Property
Disposition
Date
Property Type
Unaudited
Approximate
Usable Square
Feet
Sales Price (1)
(in millions)
(Loss) Gain on
Sale (2)
(in millions)
Giorgio Armani Residences at 760
Madison Avenue (3 Condominium
Units) (3)
December 2024
Fee Interest
13,590
$
63.5
$
(1.5)
Palisades Premier Conference
Center
July 2024
Fee Interest
450,000
26.3
7.3
719 Seventh Avenue
June 2024
Fee Interest
10,040
30.5
(2.0)
245 Park Avenue (4)
June 2023
Fee Interest
1,782,793
1,995.0
(28.3)
885 Third Avenue - Office
Condominium Units (5)
December 2022
Fee / Leasehold
Interest
414,317
300.4
(24.0)
609 Fifth Avenue
June 2022
Fee Interest
138,563
100.5
(80.2)
1591-1597 Broadway
May 2022
Fee Interest
7,684
121.0
(4.5)
1080 Amsterdam Avenue
April 2022
Leasehold Interest
85,250
42.7
17.9
707 Eleventh Avenue
February 2022
Fee Interest
159,720
95.0
(0.8)
(1)
Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
(2)
The (losses) gains on sale are net of $5.1 million, $11.3 million, and $11.2 million of employee compensation accrued in connection with the realization
of the investment dispositions during the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, amounts do not include
adjustments for expenses recorded in subsequent periods.
(3)
The remaining condominium units at 760 Madison are under contract and expected to close once completed in the first quarter of 2025.
(4)
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."
(5)
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.
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, 2024
and 2023 (in thousands):
December 31, 2024
December 31, 2023
Balance at beginning of year (1)
$
346,745
$
623,280
Debt investment originations/fundings/accretion (2)
12,890
72,160
Preferred equity investment originations/accretion (2) (3)
8,720
8,142
Redemptions/sales/syndications/equity ownership/amortization
(64,629)
(349,947)
Net change in loan loss reserves
—
(6,890)
Balance at end of period (1) (4)
$
303,726
$
346,745
(1)
Net of unamortized fees, discounts, and premiums.
(2)
Accretion includes amortization of fees and discounts and paid-in-kind investment income.
(3)
Excludes a $214.7 million preferred equity investment that is included in Investment in unconsolidated joint ventures in our consolidated balance sheet.
See Note 6, "Investments in Unconsolidated Joint Ventures."
(4)
Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
56
Below is a summary of our debt and preferred equity investments as of December 31, 2024 (dollars in thousands):
Floating Rate
Fixed Rate
Total
Carrying
Value
Senior
Financing
Maturity(2)
Type
Carrying
Value
Face
Value
Interest
Rate (1)
Carrying
Value
Face
Value
Interest
Rate
Mezzanine Debt
$ 117,006 $ 117,160
S + 5.06 -
11.75%
$
50,000 $
50,000
8.00 -
8.40%
$
167,006
(3) $
812,021
2025 - 2029
Preferred Equity (4)
—
—
—
136,720
136,720
6.5%
136,720
250,000
2027
Balance at end of period
$ 117,006 $ 117,160
$ 186,720 $ 186,720
$
303,726
$ 1,062,021
(1)
Floating interest rates are presented with the stated spread over Term SOFR ("S").
(2)
Excludes available extension options to the extent they have not been exercised as of the date of this filing.
(3)
Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
(4)
Excludes a $214.7 million preferred equity investment that is included in Investment in unconsolidated joint ventures in our consolidated balance sheet.
See Note 6, "Investments in Unconsolidated Joint Ventures."
The following table is a roll forward of our total allowance for loan losses for the years ended December 31, 2024, 2023
and 2022 (in thousands):
Year Ended December 31,
2024
2023
2022
Balance at beginning of year
$
13,520
$
6,630
$
6,630
Current period provision for loan loss
—
6,890
—
Balance at end of period
$
13,520 (1)
$
13,520 (1)
$
6,630
(1)
As of December 31, 2024, all financing receivables on non-accrual had an allowance for loan loss except for one debt investment with a carrying value
of $53.5 million, which is included in the Company's alternative strategy portfolio.
As of December 31, 2024, one investment, which is fully reserved, was not performing in accordance with its respective
terms. As of December 31, 2023, two investments with a carrying value, net of reserves, of $49.8 million were not performing
in accordance with their 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, 2024 and December 31, 2023.
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by risk rating as of
December 31, 2024 and 2023 (dollars in thousands):
Risk Rating
December 31, 2024
December 31, 2023
1 - Low Risk Assets - Low probability of loss
$
156,720
$
210,333
2 - Watch List Assets - Higher potential for loss (1)
147,006
136,412
3 - High Risk Assets - Loss more likely than not
—
—
$
303,726
$
346,745
(1)
Includes two investments with a total carrying value of $53.5 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, 2024 (dollars in thousands):
As of December 31,
Risk Rating
2024(1)
2023(1)
2022(1)
Prior(1)(2)
Total
1 - Low Risk Assets - Low probability of loss
$
— $
— $
— $
156,720
$
156,720
2 - Watch List Assets - Higher potential for loss
—
—
—
147,006 (3)
147,006
3 - High Risk Assets - Loss more likely than not
—
—
—
—
—
$
— $
— $
— $
303,726
$
303,726
(1)
Year in which the investment was originated or acquired by us or in which a material modification occurred.
(2)
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.
(3)
Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
57
We have determined that we have one portfolio segment of financing receivables as of December 31, 2024 and 2023
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 $23.7 million and $8.8 million as of December 31, 2024 and 2023, respectively. The Company recorded no provisions
for loan losses related to these financing receivables for the years ended December 31, 2024 and 2023, respectively. All of these
loans have a risk rating of 2 and were performing in accordance with their respective terms.
Debt Investments
As of December 31, 2024 and 2023, we held the following debt investments with an aggregate weighted average current
yield of 6.02% as of December 31, 2024 (dollars in thousands):
Loan Type
Future Funding
Obligations
Senior Financing
Carrying Value (1)
Carrying Value (1)
Maturity
Date (2)
Fixed Rate Investments:
Mezzanine Loan (3) (4) (5)
$
—
$
105,000
$
13,366
$
13,366
January 2025
Mezzanine Loan (6)
—
95,000
30,000
30,000
January 2025
Mezzanine Loan
—
85,000
20,000
20,000
December 2029
Total fixed rate
$
—
$
285,000
$
63,366
$
63,366
Floating Rate Investments:
Mezzanine Loan
$
—
$
54,000
$
8,991
$
8,243
July 2025
Mezzanine Loan (5) (7)
—
283,000
53,687
50,000
December 2025
Mezzanine Loan
4,603
190,021
54,482
48,323
January 2026
Mezzanine Loan
—
—
—
62,333
May 2024
Total floating rate
$
4,603
$
527,021
$
117,160
$
168,899
Allowance for loan loss
$
—
$
—
$
(13,520) $
(13,520)
Total
$
4,603
$
812,021
$
167,006
$
218,745
December 31, 2024
December 31, 2023
(1)
Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
(2)
Represents contractual maturity, excluding any extension options to the extent they have not been exercised as of the date of this filing.
(3)
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.
(4)
This loan went into default and was put on non-accrual in June 2020 and remains on non-accrual as of December 31, 2024. 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.
(5)
Included in the Company's alternative strategy portfolio.
(6)
The Company is in discussions with the borrower with respect to the loan.
(7)
This loan was put on non-accrual in January 2023 and remains on non-accrual as of December 31, 2024. No investment income has been recognized
since it was put on non-accrual. In December 2024, the maturity date of the loan was extended to December 2025. Additionally, we determined the
borrower entity to be a VIE in which we are not the primary beneficiary.
Preferred Equity Investments
As of December 31, 2024 and 2023, we held the following preferred equity investments with an aggregate weighted
average current yield of 6.55% as of December 31, 2024 (dollars in thousands), excluding a $214.7 million preferred equity
investment that is included in Investment in unconsolidated joint ventures in our consolidated balance sheet:
December 31, 2024
December 31, 2023
Type
Future Funding
Obligations
Senior
Financing
Carrying Value (1)
Carrying Value (1)
Mandatory
Redemption (2)
Preferred Equity
$
—
$
250,000
$
136,720
$
128,000
February 2027
Total
$
—
$
250,000
$
136,720
$
128,000
(1)
Carrying value is net of deferred origination fees.
(2)
Represents contractual redemption, excluding any unexercised extension options.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
58
6. Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various third-party partners. As of December 31, 2024, the
book value of these investments was $2.7 billion, net of investments with negative book values totaling $150.5 million for which
we have an implicit commitment to fund future capital needs.
As of December 31, 2024, 800 Third Avenue and our preferred equity investment in 625 Madison Avenue are VIEs in which
we are not the primary beneficiary. As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue were VIEs in which we
are not the primary beneficiary. Our net equity investment in these VIEs was $263.8 million as of December 31, 2024, and $437.9
million as of December 31, 2023. 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 have the ability to exercise significant influence over, but 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, 2024:
800 Third Avenue
Private Investors
60.52%
526,000
919 Third Avenue
New York State Teacher's Retirement System
51.00%
1,454,000
11 West 34th Street (2)
Private Investor / Wharton Properties
30.00%
17,150
280 Park Avenue
Vornado Realty Trust
50.00%
1,219,158
1552-1560 Broadway (2) (3)
Wharton Properties
50.00%
57,718
650 Fifth Avenue (2) (4)
Wharton Properties
50.00%
69,214
11 Madison Avenue
PGIM Real Estate
60.00%
2,314,000
One Vanderbilt Avenue (5)
National Pension Service of Korea / Hines Interest LP / Mori Building Co., Ltd
60.01%
1,657,198
Worldwide Plaza (2) (6)
RXR Realty / New York REIT
24.95%
2,048,725
1515 Broadway
Allianz Real Estate of America
56.87%
1,750,000
2 Herald Square (2) (7) (8)
Israeli Institutional Investor
95.00%
369,000
115 Spring Street (2) (9)
Private Investor
51.00%
5,218
15 Beekman (10)
A fund managed by Meritz Alternative Investment Management
20.00%
221,884
85 Fifth Avenue (11)
Wells Fargo
36.27%
12,946
One Madison Avenue (12)
National Pension Service of Korea / Hines Interest LP / International Investor
25.50%
1,048,700
220 East 42nd Street
A fund managed by Meritz Alternative Investment Management
51.00%
1,135,000
450 Park Avenue (13)
Korean Institutional Investor / Israeli Institutional Investor
25.10%
337,000
245 Park Avenue (14)
U.S. Affiliate of Mori Trust Co., Ltd
50.10%
1,782,793
625 Madison Avenue (15)
Private Investor
90.93%
563,000
Property
Partner
Economic
Interest (1)
Unaudited
Approximate
Square Feet
(1)
Economic interest represent the Company's interests in the joint venture as of December 31, 2024. Changes in economic interests within the current year are
disclosed in the notes below.
(2)
Included in the Company's alternative strategy portfolio.
(3)
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
Depreciable real estate reserves and impairments in the consolidated statements of operations.
(4)
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
(5)
In November 2024, the Company sold an additional 11% interest in the joint venture. The Company retained a 60.01% ownership interest in the investment
and recognized a $187.6 million gain in Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate.
(6)
In December 2024, following an assessment of the investment for recoverability, the Company recorded a charge of $72.6 million, which is included in
Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
(7)
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, in February 2024, the joint venture settled the previously existing $182.5 million mortgage on the property for a net payment of
$7.0 million.
(8)
In December 2024, following an assessment of the investment for recoverability, the Company recorded a charge of $20.4 million, which is included in
Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
59
59
(9)
In December 2024, following an assessment of the property for recoverability, the Company recognized a charge of $11.7 million, which is included in
Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
(10)
In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
(11)
In December 2024, following an assessment of the property and investment for recoverability, the Company recorded a charge of $12.0 million, which is
included in Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
(12)
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, 2024 and 2023.
(13)
The 25.1% economic interest reflected in this table excludes a 25.0% economic interest held by a third party. The third-party's economic interest is held in a
joint venture that we consolidate as a 50.1% ownership interest. The third-party's 25.0% economic interest is recognized in Noncontrolling interests in other
partnerships on our consolidated balance sheet. A separate third-party owns the remaining 49.9% economic interest in the property.
(14)
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.
(15)
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 partner, 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. In connection with the sale, which closed in May 2024, the
Company, together with its joint venture partner, originated a $235.4 million preferred equity investment in the property with a mandatory redemption date
of December 2026. The Company's share, net of unamortized discounts, is $214.7 million with an aggregate weighted average current yield of 8.86% as of
December 31, 2024.
Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31,
2024, 2023, and 2022:
Property
Ownership
Interest Sold
Disposition Date
Gross Asset
Valuation
(in millions)
Gain (Loss)
on Sale
(in millions) (1) (2)
One Vanderbilt Avenue
11.00%
November 2024
$
4,700.0
$
187.6
625 Madison Avenue (3)
90.43%
May 2024
634.6
(7.6)
717 Fifth Avenue
10.92%
January 2024
963.0
26.9
21 East 66th Street
32.28%
December 2023
40.6
(12.7)
121 Greene Street
50.00%
February 2023
14.0
(0.3)
Stonehenge Portfolio
Various
April 2022
1.0
—
(1)
Represents the Company's share of the gain or loss
(2)
For the years ended December 31, 2024 and December 31, 2023, the (losses) gains on sale are net of $16.8 million and $2.0 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.
(3)
In connection with the sale of the fee ownership interest, the Company, together with its joint venture partner, originated a $235.4 million preferred equity
investment in the property with a mandatory redemption date of December 2026. The Company's share, net of unamortized discounts, is $214.7 million with
an aggregate weighted average current yield of 8.86% as of December 31, 2024. Prior to the completion of the sale, the Company recorded a charge of
$5.9 million for capital contributions required during the three months ended March 31, 2024 while the investment was under contract, which is included in
Depreciable real estate reserves and impairments in the consolidated statements of operations
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,
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, 2024 and
2023, respectively, are as follows (dollars in thousands):
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
60
60
Economic
Current Maturity
Final Maturity
Interest
December 31, 2024
December 31, 2023
Property
Interest (1)
Date
Date (2)
Rate (3)
Gross
SLG Share
Gross
SLG Share
Fixed Rate Debt:
650 Fifth Avenue (4)
50.00 %
February 2025 (5)
July 2025
5.45% $
65,000
$
32,500
$
65,000
$
32,500
115 Spring Street (4)
51.00 %
March 2025
March 2025
5.50%
65,550
33,431
65,550
33,431
450 Park Avenue
25.10 %
June 2025
June 2027
6.10%
284,835
71,494
271,394
68,120
11 Madison Avenue
60.00 %
September 2025
September 2025
3.84%
1,400,000
840,000
1,400,000
840,000
15 Beekman
20.00 %
January 2026
January 2028
5.99%
120,000
24,000
—
—
800 Third Avenue
60.52 %
February 2026
February 2026
3.37%
177,000
107,120
177,000
107,120
1515 Broadway
56.87 %
March 2026
March 2028
3.93%
740,947
421,369
762,002
433,344
919 Third Avenue
51.00 %
April 2026
April 2028
6.11%
500,000
255,000
500,000
255,000
280 Park Avenue
50.00 %
September 2026
September 2028
5.84%
1,075,000
537,500
—
—
245 Park Avenue
50.10 %
June 2027
June 2027
4.30%
1,768,000
885,768
1,768,000
885,768
One Madison Avenue (6)
25.50 %
November 2027
November 2027
7.10%
658,357
167,881
733,103
186,941
Worldwide Plaza (4)
24.95 %
November 2027
November 2027
3.98%
1,200,000
299,400
1,200,000
299,400
220 East 42nd Street
51.00 %
December 2027
December 2027
6.77%
496,412
253,170
505,412
257,760
One Vanderbilt Avenue
60.01 %
July 2031
July 2031
2.95%
3,000,000
1,800,300
3,000,000
2,130,300
5 Times Square (7)
—
—
477,783
150,740
625 Madison Avenue
—
—
199,987
180,848
10 East 53rd Street
—
—
220,000
121,000
717 Fifth Avenue
—
—
655,328
71,536
Total fixed rate debt
$
11,551,101
$ 5,728,933
$
12,000,559
$ 6,053,808
Floating Rate Debt:
11 West 34th Street (4)
30.00 %
February 2023 (8)
February 2023 (8)
L+ 1.45% $
23,000
$
6,900
$
23,000
$
6,900
1552 Broadway (4)
50.00 %
February 2024 (9)
February 2024 (9)
S+ 2.75%
193,132
96,566
193,133
96,567
650 Fifth Avenue (4)
50.00 %
February 2025 (5)
July 2025
S+ 2.25%
210,000
105,000
210,000
105,000
One Madison Avenue (6)
25.50 %
November 2027
November 2027
S+ 3.10%
354,757
90,463
—
—
100 Park Avenue
—
—
360,000
179,640
5 Times Square (7)
—
—
610,010
192,458
280 Park Avenue
—
—
1,200,000
600,000
2 Herald Square
—
—
182,500
93,075
15 Beekman
—
—
124,137
24,827
Total floating rate debt
$
780,889
$ 298,929
$
2,902,780
$ 1,298,467
Total joint venture mortgages and other loans payable
$
12,331,990
$ 6,027,862
$
14,903,339
$ 7,352,275
Deferred financing costs, net
(97,729)
(49,058)
(104,062)
(54,865)
Total joint venture mortgages and other loans payable, net
$
12,234,261
$ 5,978,804
$
14,799,277
$ 7,297,410
Principal Outstanding
Principal Outstanding
(1)
Economic interest represents the Company's interests in the joint venture as of December 31, 2024. 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.
(2)
Reflects exercise of all available extension options. The ability to exercise extension options may be subject to certain conditions, including the operating
performance of the property.
(3)
Interest rates as of December 31, 2024, taking into account interest rate hedges at the joint venture. Corporate interest rate hedges are not taken into
consideration. Floating rate debt is presented with the stated spread over Term SOFR ("S").
(4)
Included in the Company's alternative strategy portfolio.
(5)
In February 2025, the maturity date of the loan was extended to July 2025.
(6)
The loan is a $1.25 billion construction facility, which was fully extended to November 2027. 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.
(7)
In the fourth quarter of 2024, the Company recorded a $146.4 million charge, which is included in Equity in net loss from unconsolidated joint ventures. The
Company no longer has an ownership interest in the property.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
61
61
(8)
The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
(9)
The Company is in discussions with the lender on resolution of the past maturity.
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to
certain of our joint ventures. We earned $21.9 million, $21.1 million and $24.0 million from these services, net of our ownership
share of the joint ventures, for the years ended December 31, 2024, 2023, and 2022, respectively. In addition, we have the ability to
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, 2024 and 2023, are as follows (in
thousands):
December 31, 2024
December 31, 2023
Assets (1)
Commercial real estate property, net
$
15,327,542
$
17,561,406
Cash and restricted cash
649,426
656,038
Tenant and other receivables, related party receivables, and deferred rents receivable
621,748
673,532
Debt and preferred equity investments, net
236,512
—
Right-of-use assets
919,658
905,934
Other assets
1,739,549
2,584,765
Total assets
$
19,494,435
$
22,381,675
Liabilities and equity (1)
Mortgages and other loans payable, net
$
12,234,261
$
14,799,277
Deferred revenue
956,217
1,108,180
Lease liabilities
1,008,085
990,276
Other liabilities
519,582
447,705
Equity
4,776,290
5,036,237
Total liabilities and equity
$
19,494,435
$
22,381,675
Company's investments in unconsolidated joint ventures
$
2,690,138
$
2,983,313
(1)
As of December 31, 2024, $480.8 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.
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended
December 31, 2024, 2023, and 2022 are as follows (unaudited, in thousands):
Year Ended December 31,
2024
2023
2022
Total revenues
$
1,484,459
$
1,525,044
$
1,339,364
Operating expenses
259,558
253,630
240,002
Real estate taxes
297,520
287,462
252,806
Operating lease rent
33,207
29,048
26,152
Interest expense, net of interest income
573,148
574,032
431,865
Amortization of deferred financing costs
21,289
28,157
27,754
Depreciation and amortization
538,390
516,466
465,100
Total expenses
$
1,723,112
$
1,688,795
$
1,443,679
Gain (loss) on early extinguishment of debt
233,704
—
(467)
Depreciable real estate reserves and impairments
(181,798)
—
—
Net loss before gain (loss) on sale
$
(186,747) $
(163,751) $
(104,782)
Company's equity in net loss from unconsolidated joint ventures
$
(179,695) $
(76,509) $
(57,958)
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
62
62
7. Deferred Costs
Deferred costs as of December 31, 2024 and 2023 consisted of the following (in thousands):
December 31, 2024
December 31, 2023
Deferred leasing costs
$
426,055
$
399,224
Less: accumulated amortization
(308,923)
(287,761)
Deferred costs, net
$
117,132
$
111,463
8. Mortgages and Other Loans Payable
The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt
investments as of December 31, 2024 and 2023, respectively, were as follows (dollars in thousands):
Property
Current
Maturity Date
Final Maturity
Date (1)
Interest
Rate (2)
December 31, 2024
December 31, 2023
Fixed Rate Debt:
10 East 53rd Street
May 2025
May 2028
5.45%
$
205,000
$
—
100 Church Street
June 2025
June 2027
5.89%
370,000
370,000
7 Dey / 185 Broadway
November 2025
November 2026
6.65%
190,148
190,148
Landmark Square
January 2027
January 2027
4.90%
100,000
100,000
485 Lexington Avenue
February 2027
February 2027
4.25%
450,000
450,000
420 Lexington Avenue
October 2040
October 2040
8.24%
272,326
277,238
Total fixed rate debt
$
1,587,474
$
1,387,386
Floating Rate Debt:
CMBS Repurchase Facility
June 2025
June 2025
S+ 1.75%
$
3,550
$
—
100 Park Avenue
June 2025
December 2027
S+ 2.25%
360,000
—
690 Madison Avenue
—
60,000
719 Seventh Avenue
—
50,000
Total floating rate debt
$
363,550
$
110,000
Total mortgages and other loans payable
$
1,951,024
$
1,497,386
Deferred financing costs, net of amortization
(6,389)
(6,067)
Total mortgages and other loans payable, net
$
1,944,635
$
1,491,319
(1)
Reflects exercise of all available extension options. The ability to exercise extension options may be subject to certain conditions, including the
operating performance of the property.
(2)
Interest rate as of December 31, 2024, 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.
As of December 31, 2024 and 2023, the gross book value of the properties collateralizing the mortgages and other loans
payable was approximately $2.2 billion and $1.9 billion, respectively.
CMBS Securities Repurchase Facility
In December 2024, the Company entered into a repurchase facility for CMBS securities (CMBS Repurchase Facility),
which provides us with the ability to sell certain CMBS investments with a simultaneous agreement to repurchase the same at a
certain date or on demand. We seek to mitigate risks associated with our repurchase facility by managing the credit quality of
our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our
repurchase facility permit valuation adjustments based on capital markets activity and are not limited to collateral-specific
credit marks. To monitor credit risk associated with our CMBS investments, our asset management team regularly reviews our
investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary.
The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional
assets from our portfolio of investments, our ability to satisfy margin calls with cash or cash equivalents and our access to
additional liquidity. As of December 31, 2024, there have been no margin calls on the CMBS Repurchase Facility. At
December 31, 2024, the facility had an outstanding balance of $3.6 million.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
63
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, 2024, 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. In November 2024, Term Loan B was paid down to $100 million and the maturity date
was extended to November 19, 2025, with two additional six-month as-of-right extension options. 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, 2024, 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, 2024, 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 180 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, 2024, the facility fee was 30 basis points.
As of December 31, 2024, we had $7.5 million of outstanding letters of credit, $320.0 million drawn under the revolving
credit facility and $1.15 billion of outstanding term loans, with total undrawn capacity of $922.5 million under the 2021 credit
facility. As of December 31, 2024 and December 31, 2023, the revolving credit facility had a carrying value of $316.2 million
and $554.8 million, respectively, net of deferred financing costs. As of December 31, 2024 and December 31, 2023, the term
loans had a carrying value of $1.1 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).
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2024 and 2023,
respectively, by scheduled maturity date (dollars in thousands):
December 31, 2024
December 31, 2023
Issuance
Unpaid Principal
Balance
Accreted
Balance
Accreted
Balance
Interest Rate (1)
Initial
Term
(in Years)
Maturity Date
December 17, 2015 (2)
$
100,000
$
100,000
$
100,000
4.27 %
10
December 2025
$
100,000
$
100,000
$
100,000
Deferred financing costs, net
—
(103)
(205)
$
100,000
$
99,897
$
99,795
(1)
Interest rate as of December 31, 2024.
(2)
Issued by the Company and the Operating Partnership as co-obligors in a private placement.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
64
Restrictive Covenants
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, 2024 and 2023, 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, 2024, including as-of-right extension
options but excluding other 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
2025
—
373,551
—
—
—
100,000
$
473,551
1,198,400
2026
—
190,148
—
100,000
—
—
290,148
936,639
2027
—
910,000
320,000
1,050,000
—
—
2,280,000
1,710,229
2028
—
205,000
—
—
—
—
205,000
382,294
2029
—
—
—
—
—
—
—
—
Thereafter
—
272,325
—
—
100,000
—
372,325
1,800,300
Total
$
—
$ 1,951,024
$
320,000
$ 1,150,000
$
100,000
$
100,000
$ 3,621,024
$ 6,027,862
Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
Year Ended December 31,
2024
2023
2022
Interest expense before capitalized interest
$
196,334
$
228,840
$
166,493
Interest on financing leases
4,502
4,446
4,555
Capitalized interest
(50,148)
(95,980)
(82,444)
Amortization of discount on assumed debt
494
2,842
1,855
Interest income
(3,962)
(3,034)
(986)
Interest expense, net
$
147,220
$
137,114
$
89,473
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
65
10. Related Party Transactions
One Vanderbilt Avenue Investment
In December 2016, we entered into agreements with entities owned and controlled by our Chairman, Chief Executive
Officer ("CEO") and Interim President, Marc Holliday, and our former President, Andrew Mathias, pursuant to which they
agreed to make an investment in our One Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt) at the
appraised fair market value for the interests acquired. This investment entitles these entities to receive a percentage of any
profits realized by the Company from its One Vanderbilt project in excess of the Company's capital contributions, of
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. The entities had no right to any return of capital. Accordingly, subject to previously disclosed
repurchase rights, these interests had no value and these entities were not entitled to any amounts (other than limited
distributions to cover tax liabilities incurred) unless and until the Company received distributions from the One Vanderbilt
project in excess of the Company's aggregate investment in the project. The entities owned and controlled by Messrs. Holliday
and 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 seven-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 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 (excluding SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and
Mathias exercised their rights to tender 50% of their interests in the property (excluding SUMMIT One Vanderbilt) in July
2022. In 2023, stabilization of SUMMIT One Vanderbilt was achieved.
As of December 31, 2024, Messrs. Holiday's and Mathias's remaining interests in the One Vanderbilt project are included
in Preferred units and redeemable equity in the mezzanine equity section of the Company's consolidated financial statements.
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, 2024, 2023, and 2022 we recorded $3.0 million, $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, 2024, we recorded $41.4 million of rent expense under the lease, including percentage rent, of which
$27.7 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, 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."
719 Seventh Avenue
In April 2024, the Company entered into an arrangement to sell the property at 719 Seventh Avenue for $30.5 million to a
special purpose entity ("SPE"), of which our former President and current director, Andrew Mathias, is a partner. No amounts
from the transaction will be payable to Mr. Mathias. Mr. Mathias is initially expected to own up to 40% of the equity of the
SPE, representing an investment by Mr. Mathias of up to approximately $7.0 million in the acquisition of the property. The
transaction closed during the second quarter of 2024. See Note 4, "Properties Held for Sale and Property Dispositions."
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
66
760 Madison Avenue Condominium Unit
In July 2024, the Company entered into an agreement to sell one of the condominium units located at 760 Madison
Avenue to an entity owned by a trust of which the beneficiaries are the family members of our Chairman, CEO and Interim
President, Marc Holliday, for $8.4 million. The transaction is expected to close in the first quarter of 2025.
Other
We 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, inclusive of our ownership share of the joint ventures, and related parties as of December 31, 2024 and 2023 consisted
of the following (in thousands):
December 31, 2024
December 31, 2023
Due from joint ventures
$
19,199
$
10,603
Other
7,666
1,565
Related party receivables
$
26,865
$
12,168
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, 2024 and 2023, the noncontrolling interest unit holders owned 5.97%, or 4,509,953 units, and
5.75%, or 3,949,448 units, of the Operating Partnership, respectively. As of December 31, 2024, 4,509,953 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, 2024 and 2023 (in thousands):
December 31, 2024
December 31, 2023
Balance at beginning of period
$
238,051
$
269,993
Distributions
(13,915)
(14,779)
Issuance of common units
20,790
25,365
Redemption and conversion of common units
(28,663)
(18,589)
Net income (loss)
497
(37,465)
Accumulated other comprehensive income (loss) allocation
151
(1,960)
Fair value adjustment
72,030
15,486
Balance at end of period
$
288,941
$
238,051
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
67
Preferred Units of Limited Partnership Interest in the Operating Partnership
Below is a summary of the preferred units of limited partnership interest in the Operating Partnership as of December 31,
2024:
Issuance
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
Series A (4)
6.00 %
109,161
109,161
109,161
$
60.0000
$
1,000.00
$
—
August 2015
Series F
7.00 %
60
60
60
70.0000
1,000.00
29.12
January 2007
Series K
3.50 %
700,000
563,954
341,677
0.8750
25.00
134.67
August 2014
Series L
4.00 %
500,000
378,634
272,783
1.0000
25.00
—
August 2014
Series R
3.50 %
400,000
400,000
400,000
0.8750
25.00
154.89
August 2015
Series S
4.00 %
1,077,280
1,077,280
1,077,280
1.0000
25.00
—
August 2015
Series V (5)
5.00 %
40,000
40,000
40,000
1.2500
25.00
—
May 2019
Series W (6)
(6)
1
1
1
(6)
(6)
(6)
January 2020
(1)
Dividends are cumulative, subject to certain provisions.
(2)
Units are redeemable at any time at par for cash at the option of the unit holder unless otherwise specified.
(3)
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.
(4)
Issued through a consolidated subsidiary. The units are redeemable at any time after December 13, 2024 at par for cash at the option of the unit holder.
(5)
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.
(6)
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, 2024 and 2023 (in thousands):
December 31, 2024
December 31, 2023
Balance at beginning of period
$
166,501
$
177,943
Issuance of preferred units
—
—
Redemption of preferred units
(2,503)
(11,700)
Dividends paid on preferred units
(4,453)
(6,271)
Accrued dividends on preferred units
4,665
6,529
Balance at end of period
$
164,210
$
166,501
12. Stockholders' Equity of the Company
Common Stock
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, 2024, 71,096,743 shares of common stock and no
shares of excess stock were issued and outstanding.
In November 2024, the Company completed an offering of 5,063,291 shares of its common stock, par value $0.01 per
share, at a price of $79.00 per share. The Company received net proceeds of approximately $386.3 million, after deducting
offering expenses. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for
5,063,291 common units of limited partnership interest and were used to repay debt, fund new investments and for other
corporate purposes.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
68
Share Repurchase Program
Our Board of Directors approved a $3.5 billion share repurchase program under which we can buy shares of our common
stock.
As of December 31, 2024, 36,107,719 shares have been repurchased under the program, excluding the redemption of OP
units. We did not repurchase any shares under the program during the year ended December 31, 2024.
Perpetual Preferred Stock
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 2024, 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, 2024, 2023, and 2022, respectively (dollars in
thousands):
Year Ended December 31,
2024
2023
2022
Shares of common stock issued
728,352
17,180
10,839
Dividend reinvestments/stock purchases under the DRSPP
$
52,308
$
525
$
525
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.
SL Green's earnings per share for the years ended December 31, 2024, 2023, and 2022 are computed as follows (in
thousands):
Year Ended December 31,
Numerator
2024
2023
2022
Basic Earnings:
Income (loss) attributable to SL Green common stockholders
$
7,060
$
(579,509) $
(93,024)
Less: distributed earnings allocated to participating securities
(1,835)
(2,655)
(2,219)
Less: undistributed earnings allocated to participating securities
(64)
—
—
Net income (loss) attributable to SL Green common stockholders (numerator for
basic earnings per share)
$
5,161
$
(582,164) $
(95,243)
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)
Income (loss) attributable to SL Green common stockholders (numerator for diluted
earnings per share)
$
5,161
$
(619,629) $
(101,037)
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
69
Year Ended December 31,
Denominator
2024
2023
2022
Basic Shares:
Weighted average common stock outstanding
65,062
63,809
63,917
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares
—
4,163
4,012
Stock-based compensation plans
626
—
—
Diluted weighted average common stock outstanding
65,688
67,972
67,929
The Company has excluded 4,717,759 common stock equivalents from the calculation of diluted shares outstanding for
the year ended December 31, 2024. The Company has excluded 1,273,417 and 1,682,236 of common stock equivalents from
the calculation of diluted shares outstanding for the years ended December 31, 2023 and 2022, 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, 2024 owned
71,096,743 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.
Limited Partner Units
As of December 31, 2024, limited partners other than SL Green owned 5.97%, or 4,509,953 common units, of the
Operating Partnership.
Preferred Units
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.”
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
70
Earnings per Unit
The Operating Partnership's earnings per unit for the years ended December 31, 2024, 2023, and 2022 respectively are
computed as follows (in thousands):
Year Ended December 31,
Numerator
2024
2023
2022
Basic Earnings:
Net Income (loss) attributable to SLGOP common unitholders (numerator for
diluted earnings per unit)
$
7,557
$
(616,974) $
(98,818)
Less: distributed earnings allocated to participating securities
(4,665)
(2,655)
(2,219)
Net income (loss) attributable to SLGOP common unitholders (numerator for basic
earnings per unit)
$
2,892
$
(619,629) $
(101,037)
Add back: dilutive effect of earnings allocated to participating securities and
contingently issuable shares
26
—
—
Income (loss) attributable to SLGOP common unitholders
$
2,918
$
(619,629) $
(101,037)
Year Ended December 31,
Denominator
2024
2023
2022
Basic units:
Weighted average common units outstanding
68,736
67,972
67,929
Effect of Dilutive Securities:
Stock-based compensation plans
757
—
—
Contingently issuable units
112
—
—
Diluted weighted average common units outstanding
69,605
67,972
67,929
The Operating Partnership has excluded 800,881 common unit equivalents from the diluted units outstanding for the years
ended December 31, 2024. The Operating Partnership has excluded 1,273,417 and 1,682,236 common unit equivalents from the
diluted units outstanding for the years ended December 31, 2023 and 2022, 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
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, 2024, 1.5 million fungible units were available for issuance under the 2005 Plan after reserving for shares
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
71
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.
In December 2024, our Chairman, CEO and Interim President, Marc Holliday, received a grant of 217,917 Class O LTIP
Units, in connection with his new employment agreement, that are subject to both time-based vesting conditions and
performance-based vesting conditions. The performance-based vesting conditions are satisfied if the average share price of the
Company's common stock equals or exceeds $100.00 as of any trailing twenty trading day period between the grant date and
the fifth anniversary thereafter. Subject to achievement of the performance hurdle and continued employment, the Class O LTIP
Units vest ratably on December 31, 2025, December 31, 2026, and December 31, 2027.
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 with the following weighted average assumptions for grants during the year
ended December 31, 2024 (there were no options granted during the years ended December 31, 2023 and 2022).
2024
2023
2022
Dividend yield
5.5 %
N/A
N/A
Expected life
7.5 years
N/A
N/A
Risk-free interest rate
4.45 %
N/A
N/A
Expected stock price volatility
45.0 %
N/A
N/A
A summary of the status of the Company's stock options as of December 31, 2024, 2023, and 2022 and changes during
the years ended December 31, 2024, 2023, and 2022 are as follows:
Year Ended December 31,
2024
2023
2022
Options
Outstanding
Weighted
Average
Exercise
Price
Options
Outstanding
Weighted
Average
Exercise
Price
Options
Outstanding
Weighted
Average
Exercise
Price
Balance at beginning of year
115,980
$
103.52
313,480
$
97.59
394,089
$
100.56
Granted
217,917
68.07
—
—
—
—
Lapsed or canceled
—
—
(197,500)
84.14
(80,609)
112.14
Balance at end of year
333,897
$
81.63
115,980
$
103.52
313,480
$
97.59
Options exercisable at end of year
115,980
$
103.52
115,980
$
103.52
313,480
$
97.59
The remaining weighted average contractual life of the options outstanding was 6.9 years and the remaining average
contractual life of the options exercisable was 2.0 years.
During the years ended December 31, 2024, 2023, and 2022, we recognized no compensation expense related to options.
As of December 31, 2024, there was $4.5 million unrecognized compensation cost related to unvested stock options.
Restricted Shares
Shares may be 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
72
A summary of the Company's restricted stock as of December 31, 2024, 2023, and 2022 and changes during the years
ended December 31, 2024, 2023, and 2022 are as follows:
Year Ended December 31,
2024
2023
2022
Balance at beginning of year
4,089,174
3,758,174
3,459,363
Granted
371,285
337,350
314,995
Canceled
(10,750)
(6,350)
(16,184)
Balance at end of year
4,449,709
4,089,174
3,758,174
Vested during the year
143,453
147,915
118,255
Compensation expense recorded
$
10,939,602
$
7,766,055
$
10,133,905
Total fair value of restricted stock granted during the year
$
24,676,422
$
15,789,540
$
16,804,931
The fair value of restricted stock that vested during the years ended December 31, 2024, 2023, and 2022 was $7.4
million, $10.2 million and $9.7 million, respectively. As of December 31, 2024, there was $33.3 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 $34.1
million and $38.1 million during the years ended December 31, 2024 and 2023, 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, 2024, there was $31.0 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 1.7 years.
During the years ended December 31, 2024, 2023, and 2022, we recorded compensation expense related to bonus, time-
based and performance-based awards of $30.5 million, $50.4 million, and $43.5 million, respectively.
For the years ended December 31, 2024, 2023, and 2022, $1.7 million, $1.4 million, and $1.8 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, 2024, 15,945 phantom stock units and 25,590 shares of common stock were issued
to our Board of Directors. We recorded compensation expense of $2.8 million during the year ended December 31, 2024 related
to the Deferred Compensation Plan. As of December 31, 2024, there were 125,654 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
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
73
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, 2024, 245,445 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,
2024, 2023 and 2022 (in thousands):
Net unrealized
gain (loss) on
derivative
instruments (1)
SL Green's share
of joint venture
net unrealized
(loss) gain on
derivative
instruments (2)
Net unrealized
(loss) gain on
marketable
securities
Total
Balance at December 31, 2021
$
(25,881) $
(21,994) $
1,117
$
(46,758)
Other comprehensive income (loss) before reclassifications
78,300
23,405
(1,359)
100,346
Amounts reclassified from accumulated other
comprehensive income
(4,619)
635
—
(3,984)
Balance at December 31, 2022
47,800
2,046
(242)
49,604
Other comprehensive (loss) income before reclassifications
17,269
6,950
(1,549)
22,670
Amounts reclassified from accumulated other
comprehensive income
(39,717)
(15,080)
—
(54,797)
Balance at December 31, 2023
25,352
(6,084)
(1,791)
17,477
Other comprehensive income before reclassifications
39,049
6,515
525
46,089
Amounts reclassified from accumulated other
comprehensive income
(35,071)
(10,299)
—
(45,370)
Balance at December 31, 2024
$
29,330
$
(9,868) $
(1,266) $
18,196
(1)
Amount reclassified from accumulated other comprehensive income is included in interest expense in the respective consolidated statements of
operations. As of December 31, 2024 and 2023, 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 ($0.2 million) and ($0.4 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.
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, 2024 and 2023 (in thousands):
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
74
December 31, 2024
Total
Level 1
Level 2
Level 3
Assets:
Marketable securities available-for-sale
$
17,323
$
—
$
17,323
$
—
Interest rate cap and swap agreements (included in Other
assets)
$
31,860
$
—
$
31,860
$
—
Real estate loans held by consolidated securitization vehicles
$
584,134
$
584,134
Liabilities:
Interest rate cap and swap agreements (included in Other
liabilities)
$
6,469
$
—
$
6,469
$
—
Senior obligations of consolidated securitization vehicles
$
567,487
$
567,487
Secured borrowing (1)
$
251,096
$
251,096
(1)
The Company admitted an additional partner to the One Madison Avenue 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.
December 31, 2023
Total
Level 1
Level 2
Level 3
Assets:
Marketable securities available-for-sale
$
9,591
$
—
$
9,591
$
—
Interest rate cap and swap agreements (included in Other
assets)
$
33,456
$
—
$
33,456
$
—
Liabilities:
Interest rate cap and swap agreements (included in Other
liabilities)
$
17,108
$
—
$
17,108
$
—
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 December 2024, the Company amended the joint venture agreement with its partner in the 100 Park Avenue joint
venture. As a result of the amended terms, it was concluded that the joint venture is a VIE in which the Company is 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 which resulted in the recognition of a positive fair value adjustment of
$117.8 million, which is included in Purchase price and other fair value adjustments in the consolidated statements of
operations. Prior to December 2024, the investment was accounted for under the equity method. 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 the sales comparison approach, which utilizes
comparable sales, listings, and sales contracts. All of which are classified as Level 3 inputs.
In March 2024, the Company entered into an agreement to acquire its partner's 45.0% interest in the 10 East 53rd Street
joint venture. As a result of the contract terms, it was concluded that the joint venture is a VIE in which the Company is 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 which resulted in the recognition of a negative fair value adjustment of
($55.7 million), which is included in Purchase price and other fair value adjustments in the consolidated statements of
operations. Prior to March 2024, the investment was accounted for under the equity method. 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 the 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
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
75
joint venture agreement.
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 senior obligations of consolidated securitization vehicles represent CMBS that are not owned by the Company. A
majority of these securities are either traded in the marketplace or are similar to other securities that are traded in the
marketplace. As the valuation of these amounts are based upon quoted prices for similar instruments in active markets, we
generally utilize third party pricing service providers to determine the fair value. The Company evaluates and assesses the third
party pricing by referring to recent trades of similar securities, ratings, subordination levels, current market data and credit
issues. The Company maximizes the use of observable inputs over unobservable inputs and uses the value of the senior
obligations of consolidated securitization vehicles as an indicator of the fair value of the real estate loans held by consolidated
securitization vehicles. Depending on the significance of the fair value inputs used in determining the fair value, these securities
are classified in either Level 2 or Level 3 of the fair value hierarchy. As such, these investments may move between Level 2 and
Level 3 of the fair value hierarchy if the significant fair value inputs used to price the CMBS become or cease to be observable.
The fair value of our secured borrowing is determined by projecting future cash flows, which takes into consideration
various factors including discount rate and exit capitalization rate, as well as related asset performance and local or macro real
estate performance. The inputs used in determining the Company's secured borrowing are considered Level 3.
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, 2024 and
December 31, 2023 (in thousands):
December 31, 2024
December 31, 2023
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Debt and preferred equity investments
$
303,726
(2)
$
346,745
(2)
Fixed rate debt
$
3,257,474
$
3,225,767
$
3,237,386
$
3,184,338
Variable rate debt (3)
363,550
355,364
270,000
268,787
Total debt
$
3,621,024
$
3,581,131
$
3,507,386
$
3,453,125
(1)
Amounts exclude net deferred financing costs.
(2)
As of December 31, 2024, debt and preferred equity investments had an estimated fair value of approximately $0.3 billion. As of December 31, 2023,
debt and preferred equity investments had an estimated fair value of approximately $0.3 billion.
Disclosures regarding fair value of financial instruments was based on pertinent information available to us as of
December 31, 2024 and 2023. 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
76
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 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, 2024 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).
Notional
Value
Strike
Rate
Effective
Date
Expiration
Date
Balance Sheet
Location
Fair
Value
Interest Rate Cap
205,000
4.000 %
February 2024
February 2025
Other Assets
$
75
Interest Rate Cap
370,000
3.250 %
June 2024
June 2025
Other Assets
1,653
Interest Rate Cap
370,000
3.250 %
June 2024
June 2025
Other Liabilities
(1,649)
Interest Rate Cap
68,678
4.000 %
August 2024
July 2025
Other Liabilities
(102)
Interest Rate Swap
150,000
2.621 %
December 2021
January 2026
Other Assets
2,196
Interest Rate Swap
200,000
2.662 %
December 2021
January 2026
Other Assets
2,849
Interest Rate Swap
125,000
3.667 %
August 2024
December 2026
Other Assets
828
Interest Rate Swap
125,000
3.670 %
August 2024
December 2026
Other Assets
820
Interest Rate Swap
100,000
2.903 %
February 2023
February 2027
Other Assets
2,225
Interest Rate Swap
100,000
2.733 %
February 2023
February 2027
Other Assets
2,568
Interest Rate Swap
50,000
2.463 %
February 2023
February 2027
Other Assets
1,557
Interest Rate Swap
200,000
2.591 %
February 2023
February 2027
Other Assets
5,711
Interest Rate Swap
300,000
2.866 %
July 2023
May 2027
Other Assets
7,637
Interest Rate Swap
150,000
3.524 %
January 2024
May 2027
Other Assets
1,618
Interest Rate Swap
370,000
3.888 %
November 2022
June 2027
Other Assets
970
Interest Rate Swap
68,678
4.466 %
August 2024
June 2027
Other Liabilities
(765)
Interest Rate Swap
300,000
4.487 %
November 2024
November 2027
Other Liabilities
(3,953)
Interest Rate Swap
100,000
3.756 %
January 2023
January 2028
Other Assets
722
Interest Rate Swap
204,963
3.915 %
February 2025
May 2028
Other Assets
431
$
25,391
During the year ended December 31, 2024, we recorded a gain of $5.5 million based on the changes in the fair value of
forward-starting interest rate swaps, which is included in Purchase price and other fair value adjustments in the consolidated
statements of operations. 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. 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. During the year
ended December 31, 2024, we recorded a gain of $0.1 million, on the changes in fair value, which is included in interest
expenses in the consolidated statements of operations. During the years ended December 31, 2023 and 2022, we recorded losses
of $0.2 million and $0.3 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, 2024, the fair value of derivatives in a net liability position, including accrued interest but excluding any
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
77
adjustment for nonperformance risk related to these agreements was $6.7 million. As of December 31, 2024, 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 $6.8 million as of December 31, 2024.
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 ($18.4 million) of the current balance held in accumulated other
comprehensive income will be reclassified into interest expense and ($1.7 million) of the portion related to our share of joint
venture accumulated other comprehensive income will be reclassified into equity in net loss from unconsolidated joint ventures
within the next 12 months.
The following table presents the effects of 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, 2024, 2023, and 2022, respectively (in thousands):
Amount of Gain (Loss)
Recognized in
Other Comprehensive Income (Loss)
Location of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Income into
Income
Amount of Gain (Loss)
Reclassified from
Accumulated Other Comprehensive
Income into Income
Year Ended December 31,
Year Ended December 31,
Derivative
2024
2023
2022
2024
2023
2022
Interest Rate Swaps/Caps
$
41,802
$
18,484
$
83,162
Interest expense
$
37,398
$
42,270
$
4,989
Share of unconsolidated
joint ventures' derivative
instruments
6,870
7,399
24,783
Equity in net loss from
unconsolidated joint
ventures
10,965
16,050
(673)
$
48,672
$
25,883
$ 107,945
$
48,363
$
58,320
$
4,316
The following table summarizes the notional value at inception and fair value of our joint ventures' derivative financial
instruments as of December 31, 2024 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).
Notional Value
Strike Rate
Effective Date
Expiration Date
Classification
Fair Value
Interest Rate Cap
$
658,357
4.000 %
November 2024
May 2025
Asset
$
727
Interest Rate Cap
285,000
4.000 %
August 2024
July 2025
Asset
423
Interest Rate Swap
250,000
3.608 %
April 2023
February 2026
Asset
1,309
Interest Rate Swap
250,000
3.608 %
April 2023
February 2026
Asset
1,309
Interest Rate Swap
177,000
1.555 %
December 2022
February 2026
Asset
4,964
Interest Rate Swap
268,750
4.039 %
July 2024
September 2028
Liability
(534)
Interest Rate Swap
268,750
4.058 %
July 2024
September 2028
Liability
(711)
Interest Rate Swap
537,500
4.065 %
July 2024
September 2028
Liability
(1,628)
$
5,859
18. Lease Income
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
78
Future minimum rents to be received over the next five years and thereafter for operating leases in effect at December 31,
2024 are as follows (in thousands):
2025
$
544,452
2026
507,298
2027
454,095
2028
390,475
2029
355,565
Thereafter
1,402,994
$
3,654,879
The components of lease income from operating leases in our consolidated statements of operations for the years ended
December 31, 2024, 2023 and 2022 were as follows (in thousands):
Year Ended December 31,
2024
2023
2022
Fixed lease payments
$
545,573
$
589,469
$
583,107
Variable lease payments
63,004
79,641
82,676
Total lease payments (1)
$
608,577
$
669,110
$
665,783
Amortization of acquired above and below-market leases
(2,578)
14,225
5,717
Total rental revenue
$
605,999
$
683,335
$
671,500
(1)
Amounts include $188.5 million and $196.5 million of sublease income for the years ended December 31, 2024 and 2023, respectively.
The table below summarizes our investment in sales-type leases as of December 31, 2024:
Property
Year of Current
Expiration
Year of Final
Expiration (1)
15 Beekman (2)
2089
2089
(1)
Reflects exercise of all available renewal options.
(2)
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, 2024 are as follows (in thousands):
Sales-type leases
2025
$
3,228
2026
3,276
2027
3,325
2028
3,375
2029
3,426
Thereafter
193,367
Total minimum lease payments
$
209,997
Amount representing interest
(103,044)
Investment in sales-type leases (1)
$
106,953
(1)
This amount is included in Other assets in our consolidated balance sheets.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
79
The components of lease income from sales-type leases during the years ended December 31, 2024, 2023 and 2022 were
as follows (in thousands):
Year Ended December 31,
2024
2023
2022
Interest income (1)
$
4,500
$
4,444
$
4,389
(1)
These amounts are included in Interest expense, net of interest income in our consolidated statements of operations.
19. Benefit Plans
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,
2022, September 28, 2023 and September 12, 2024, the actuary certified that for the plan years beginning July 1, 2022, July 1,
2023 and July 1, 2024, 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, 2024. For the Pension Plan years ended June 30, 2024, 2023 and 2022, the plan received
contributions from employers totaling $530.3 million, $317.9 million and $305.7 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, 2024, 2023 and 2022, the plan received contributions from employers totaling $1.7 billion, $1.9 billion
and $1.6 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, 2024, 2023 and 2022 are included
in the table below (in thousands):
Year Ended December 31,
Benefit Plan
2024
2023
2022
Pension Plan
$
2,157
$
2,111
$
1,952
Health Plan
6,256
7,191
6,386
Other plans
740
789
807
Total plan contributions
$
9,153
$
10,091
$
9,145
401(K) Plan
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 2024, 2023 and 2022, a matching contribution equal to 100% of the first 4% of annual
compensation was made. For the years ended December 31, 2024, 2023 and 2022, we made matching contributions of $2.3
million, $1.8 million, and $1.5 million, respectively.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
80
20. Commitments and Contingencies
Legal Proceedings
As of December 31, 2024, 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 2026 and July
2028. The minimum cash-based compensation associated with these employment agreements, which is comprised only of base
salary, totals $2.6 million for 2025.
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 $3.5 million and $3.3 million as of December 31, 2024 and 2023, respectively. Ticonderoga
had no loss reserves as of December 31, 2024 and 2023.
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, 2024:
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
81
Property (1)
Year of Current
Expiration
Year of Final
Expiration (2)
711 Third Avenue (3)
2033
2083
1185 Avenue of the Americas
2043
2043
SL Green Headquarters at One Vanderbilt Avenue (4)
2043
2048
420 Lexington Avenue
2050
2080
SUMMIT One Vanderbilt
2058
2070
15 Beekman (5)(6)
2119
2119
(1)
All leases are classified as operating leases unless otherwise specified.
(2)
Reflects exercise of all available extension options.
(3)
The Company owns 50% of the fee interest.
(4)
In March 2021, the Company commenced its lease for its corporate headquarters at One Vanderbilt Avenue. See note 10, "Related Party Transactions."
(5)
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.
(6)
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, 2024 (in thousands):
Financing leases
Operating leases
2025
$
3,228
$
53,595
2026
3,276
53,734
2027
3,325
53,746
2028
3,375
54,211
2029
3,426
54,443
Thereafter
193,368
1,154,422
Total minimum lease payments
$
209,998
$
1,424,151
Amount representing interest
(103,145)
—
Amount discounted using incremental borrowing rate
—
(613,162)
Total lease liabilities
$
106,853
$
810,989
The following table provides lease cost information for the Company's operating leases for the years ended December 31,
2024, 2023 and 2022 (in thousands):
Year Ended December 31,
Operating Lease Costs
2024
2023
2022
Operating lease costs before capitalized operating lease costs
$
24,423
$
29,637
$
33,773
Operating lease costs capitalized
—
(2,345)
(6,830)
Operating lease costs, net (1)
$
24,423
$
27,292
$
26,943
(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,
2024, 2023 and 2022 (in thousands):
Year Ended December 31,
Financing Lease Costs
2024
2023
2022
Interest on financing leases before capitalized interest
$
4,502
$
4,446
$
4,555
Interest on financing leases, net (1)
4,502
4,446
4,555
Financing lease costs, net
$
4,502
$
4,446
$
4,555
(1)
These amounts are included in Interest expense, net of interest income in our consolidated statements of operations.
(2)
These amounts are included in Depreciation and amortization in our consolidated statements of operations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
82
As of December 31, 2024, the weighted-average discount rate used to calculate the lease liabilities was 4.46%. As of
December 31, 2024, the weighted-average remaining lease term was 27 years, inclusive of purchase options expected to be
exercised.
21. Segment Information
The Company has three operating and reportable segments, real estate, debt and preferred equity investments, and
SUMMIT. The results of these segments are provided to and reviewed by the CEO, our chief operating decision maker
(“CODM”), who uses this information to assess performance and inform key decisions regarding operations, resources and
capital allocation.
In 2024, our CODM revised the approach for reviewing results of the operating and reportable segments to be more
specific to the respective businesses of each. Previously, the same profit or loss measure was utilized across all segments. With
the continued growth and diversification of the Company's revenue sources, we determined that this approach needed to evolve
accordingly.
As a result, our CODM now evaluates real estate performance and allocates resources based on net operating income
("NOI"), which serves as the profit or loss measure for the operating segment. For our debt and preferred equity investments
and SUMMIT operating segment performance, our CODM evaluates and allocates resources based on net income. The CODM
does not review asset information as a measure to assess performance.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
83
The reportable segment profit or loss measures for the twelve months ended December 31, 2024, December 31, 2023, and
December 31, 2022 are as follows (in thousands):
December 31, 2024
Real Estate
Segment
SUMMIT Segment
DPE Segment
Total
Total revenues
$
709,725 $
133,214
$
43,333
$
886,272
Expenses:
SUMMIT Operator expenses
—
111,739
—
SUMMIT Operator tax expense
—
730
—
Operating Expenses
189,598
—
—
Real Estate Taxes
128,187
—
—
Operating lease rent
24,423
—
—
Net operating income from unconsolidated
joint ventures
$
363,113
Real Estate segment Net operating income
$
730,630
$
730,630
Equity in net loss (income) from
unconsolidated joint ventures
—
11,513
Depreciation and amortization
(2,436)
—
Interest expense, net of interest income
—
(28,142)
Interest expense on senior obligations of
consolidated securitization vehicles
—
(14,634)
SUMMIT and DPE Net income
$
18,309
$
12,070
$
30,379
Non-operating net loss from unconsolidated
joint ventures
(291,131)
Marketing, general and administrative expense
(85,187)
Transaction related costs
(401)
Gain on early extinguishment of debt
43,762
Depreciable real estate reserves
(104,071)
Depreciable real estate reserves in
unconsolidated joint venture
(263,190)
Gain on sale of real estate, net
3,025
Purchase price and other fair value
adjustments
88,966
Equity in net gain on sale of interest in
unconsolidated joint venture/real estate
208,144
Depreciation and amortization
(205,007)
Amortization of deferred financing costs
(6,619)
Interest expense, net of interest income
(119,078)
Net Income
$
30,222
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
84
December 31, 2023
Real Estate
Segment
SUMMIT Segment
DPE Segment
Total
Total revenues
$
760,745 $
118,260
$
34,705
$
913,710
Expenses:
SUMMIT Operator expenses
—
101,211
—
SUMMIT Operator tax expense
—
9,201
—
Operating Expenses
196,696
—
—
Real Estate Taxes
143,757
—
—
Operating lease rent
27,292
—
—
Net operating income from unconsolidated
joint ventures
205,694
Real Estate segment Net operating income
$
598,694
$
598,694
Loan loss and other investment reserves, net of
recoveries
—
(6,890)
Depreciation and amortization
(1,747)
—
Interest expense, net of interest income
—
(34,149)
SUMMIT and DPE Net income
$
6,101
$
(6,334) $
(233)
Non-operating net loss from unconsolidated
joint ventures
(282,203)
Marketing, general and administrative expense
(111,389)
Transaction related costs
(1,099)
Loss on early extinguishment of debt
(870)
Depreciable real estate reserves
(382,374)
Loss on sale of real estate, net
(32,370)
Purchase price and other fair value
adjustments
(17,260)
Equity in net loss on sale of interest in
unconsolidated joint venture/real estate
(13,368)
Depreciation and amortization
(246,063)
Amortization of deferred financing costs
(7,837)
Interest expense, net of interest income
(102,965)
Net Loss
$
(599,337)
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
85
December 31, 2022
Real Estate
Segment
SUMMIT Segment
DPE Segment
Total
Total revenues
$
749,293 $
89,048
$
81,113
$
919,454
Expenses:
SUMMIT Operator expenses
—
89,207
—
SUMMIT Operator tax expense
—
2,647
—
Operating Expenses
174,063
—
—
Real Estate Taxes
26,943
—
—
Operating lease rent
138,228
—
—
Net operating income from unconsolidated
joint ventures
$
195,508
Real Estate segment Net operating income
$
605,567
$
605,567
Depreciation and amortization
(862)
—
Interest expense, net of interest income
—
(25,133)
SUMMIT and DPE Net income
$
(3,668) $
55,980
$
52,312
Non-operating net loss from unconsolidated
joint ventures
(253,466)
Marketing, general and administrative expense
(93,798)
Transaction related costs
(409)
Depreciable real estate reserves
(6,313)
Loss on sale of real estate, net
(84,485)
Purchase price and other fair value
adjustments
(8,118)
Equity in net loss on sale of interest in
unconsolidated joint venture/real estate
(131)
Depreciation and amortization
(215,305)
Amortization of deferred financing costs
(7,817)
Interest expense, net of interest income
(64,340)
Net Loss
$
(76,303)
For the real estate segment, the primary sources of revenue are tenant rents and escalations and reimbursement revenue.
See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity investments. We
allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment. SUMMIT
currently operates one location at One Vanderbilt Avenue in midtown Manhattan with the primary source of revenue generated
from ticket sales.
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."
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
86
420 Lexington
Ave
$
272,326
$
—
$
333,499
$
—
$
79,607
$
—
$
413,106
$
413,106
$
233,848
1927
3/1998
Various
711 Third Avenue
—
19,844
115,769
—
16,578
19,844
132,347
152,191
84,768
1955
5/1998
Various
555 W. 57th Street
—
18,846
140,946
—
21,526
18,846
162,472
181,318
103,967
1971
1/1999
Various
461 Fifth Avenue
—
—
88,276
28,873
15,200
28,873
103,476
132,349
49,460
1988
10/2003
Various
750 Third Avenue
—
51,093
251,523
—
114,773
51,093
366,296
417,389
115,992
1958
7/2004
Various
485 Lexington
Avenue
450,000
78,282
452,631
—
(4,635)
78,282
447,996
526,278
217,606
1956
12/2004
Various
810 Seventh
Avenue
—
114,077
550,819
—
13,809
114,077
564,628
678,705
252,324
1970
1/2007
Various
1185 Avenue of
the Americas
—
—
791,106
—
46,785
—
837,891
837,891
418,159
1969
1/2007
Various
1350 Avenue of
the Americas
—
90,941
431,517
—
26,318
90,941
457,835
548,776
211,252
1966
1/2007
Various
1-6 Landmark
Square (3)
100,000
27,852
161,343
(6,939)
(13,804)
20,913
147,539
168,452
51,883
1973-1984
1/2007
Various
7 Landmark
Square (3)
—
1,721
8,417
(1,338)
(6,235)
383
2,182
2,565
783
2007
1/2007
Various
100 Church Street
370,000
34,994
183,932
—
16,674
34,994
200,606
235,600
84,431
1959
1/2010
Various
125 Park Avenue
—
120,900
270,598
—
30,032
120,900
300,630
421,530
139,949
1923
10/2010
Various
19 East 65th Street
—
8,603
2,074
—
4,990
8,603
7,064
15,667
10
1929
1/2012
Various
304 Park Avenue
—
54,489
90,643
—
12,056
54,489
102,699
157,188
36,859
1930
6/2012
Various
760 Madison
Avenue
—
284,286
8,314
(2,748)
165,708
281,538
174,022
455,560
5,315
1996/2012
7/2014
Various
110 Greene Street
—
45,120
228,393
—
4,741
45,120
233,134
278,254
64,093
1910
7/2015
Various
7 Dey / 185
Broadway
190,148
45,540
27,865
—
209,670
45,540
237,535
283,075
21,860
1921
8/2015
Various
885 Third Avenue
(4)
—
138,444
244,040
(138,444)
(119,024)
—
125,016
125,016
15,506
1986
7/2020
Various
690 Madison
—
13,820
51,732
(7,985)
(27,336)
5,835
24,396
30,231
5,132
1879
9/2021
Various
100 Park Avenue
(5)
360,000
230,891
133,269
—
—
230,891
133,269
364,160
—
1950
2/2000
Various
10 East 53rd Street
(5)
205,000
104,143
62,470
—
—
104,143
62,470
166,613
4,710
1971
2/2012
Various
Other (6)
—
20,637
16,224
(18,901)
(2,133)
1,736
14,091
15,827
8,174
Total
$
1,947,474
$ 1,504,523
$
4,645,400
$ (147,482)
$
605,300
$ 1,357,041
$
5,250,700
$ 6,607,741
$
2,126,081
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
Description (2)
Encumbrances
Land
Building &
Improvements
Land
Building &
Improvements
Land
Building &
Improvements
Total
Accumulated
Depreciation
Date of
Construction
Date
Acquired
Life on
Which
Depreciation is
Computed
(1)
Includes depreciable real estate reserves and impairments recorded subsequent to acquisition.
(2)
All properties located in New York, New York, unless otherwise noted.
(3)
Property located in Connecticut.
(4)
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.
(5)
Initial cost is the fair value that was determined upon consolidation of these investments in 2024.
(6)
Other includes tenant improvements of eEmerge, capitalized interest and corporate improvements.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
87
The changes in real estate for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):
Year Ended December 31,
2024
2023
2022
Balance at beginning of year
$
6,102,864
$
9,198,799
$
7,650,907
Property acquisitions
—
—
1,900,042
Improvements
199,416
241,213
335,413
Retirements/disposals/deconsolidation
305,461
(2,383,912)
(687,563)
Reclassification (1)
—
(953,236)
—
Balance at end of year
$
6,607,741
$
6,102,864
$
9,198,799
The aggregate cost of land, buildings and improvements, before depreciation, for Federal income tax purposes as of
December 31, 2024 was $4.9 billion (unaudited).
The changes in accumulated depreciation, exclusive of amounts relating to equipment, autos, and furniture and fixtures,
for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):
Year Ended December 31,
2024
2023
2022
Balance at beginning of year
$
1,968,004
$
2,039,554
$
1,896,199
Depreciation for year
171,744
199,576
175,465
Retirements/disposals/deconsolidation
(13,667)
(203,819)
(32,110)
Reclassification (1)
—
(67,307)
Balance at end of year
$
2,126,081
$
1,968,004
$
2,039,554
(1)
Beginning in the second quarter of 2024, we reclassified amounts recorded for certain right-of-use assets classified as operating leases from a gross presentation above
accumulated depreciation to a net presentation below accumulated depreciation in our consolidated balance sheets. This includes reclassifying the related amortization that
was previously included in the accumulated depreciation balance. As such, we no longer present right-of-use assets and related amortization in Schedule III - Real Estate and
Accumulated Depreciation. See the "Reclassification" section of Note 2, "Significant Accounting Policies" for more information regarding this reclassification.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
88
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of SL Green Realty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Realty Corp. and subsidiaries (the "Company") as
of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows,
for the year ended December 31, 2024, and the related notes and schedule III (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024,
in conformity with accounting principles generally accepted in the United States of America.
We have also 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, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 14, 2025, expressed an unqualified opinion on the Company's internal control over
financial reporting.
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 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 the financial statements are free of material misstatement, whether due to
error or fraud. Our audit 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 audit 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 audit provides 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 critical audit matters does not alter in any way our opinion on the 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.
Impairment of Investments in Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures —
Refer to Notes 2, 6 and 16 to the financial statements
Critical Audit Matter Description
The Company’s investments in commercial real estate properties are evaluated for impairment quarterly, or whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the
recoverability of commercial real estate properties involves the comparison of undiscounted future cash flows expected to be
generated by each commercial real estate property over the Company’s estimated holding period, including the future terminal
value, to the respective carrying amount. The Company also assesses their investments in unconsolidated joint ventures for
recoverability, and if it is determined that a loss in value of the investment is other than temporary, the Company writes down
the investment to its estimated fair value. The Company’s investments in unconsolidated joint ventures are evaluated for
impairment based on each joint venture’s actual and projected cash flows. To the extent an impairment has occurred on either a
commercial real estate property or investment in unconsolidated joint venture, the impairment loss will be measured as the
excess of the carrying amount over the estimated fair value of the underlying asset. The Company’s recoverability assessment
and estimated fair value, requires management to make significant estimates, including appropriate future market rental rates,
capitalization rates, and discount rates.
89
Given the Company’s estimated future market rental rates, capitalization rates, and discount rates are significant assumptions
made by management in their impairment assessments, performing audit procedures to evaluate the reasonableness of
management’s recoverability assessment and estimated fair value that utilize these assumptions required a high degree of
auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's estimated future market rental rates, capitalization rates, and discount rates used
in the evaluation of impairment, included the following, among others:
•
We tested the effectiveness of controls over management’s evaluation of the recoverability and estimated fair value of
both commercial real estate properties and investments in unconsolidated joint ventures, including those over
estimated future market rental rates, capitalization rates, and discount rates.
•
We inquired with management regarding their determination of estimated future market rental rates, capitalization
rates, and discount rates and evaluated the consistency in determining the rates with evidence obtained in other areas of
our audit.
•
With the assistance of our fair value specialists, we evaluated the reasonableness of the Company's estimated future
market rental rates, capitalization rates, and discount rates by:
◦
Testing the source information underlying the determination of the estimated future market rental rates,
capitalization rates, and discount rates used by management by evaluating the reasonableness of these
assumptions with independent market data, focusing on key factors, including geographical location, tenant
composition, and property type.
◦
Using comparable market transaction details to further evaluate management's selected estimated future
market rental rates, capitalization rates, and discount rates, as applicable.
◦
Developing a range of independent estimates of future market rental rates, capitalization rates, and discount
rates and comparing those to the amounts selected by management.
Consolidation of Investments in Joint Ventures — Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
The Company assesses the accounting treatment for each joint venture upon formation, as well as any reconsideration event
over the life of the investment, to determine whether consolidation is required. This assessment includes a review of each joint
venture agreement to determine the rights provided to each party and whether those rights are protective or participating. The
Company consolidates those joint ventures they control, or which are variable interest entities (each, a "VIE") where the
Company is considered to be 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. The Company accounts for their investments in
unconsolidated joint ventures under the equity method of accounting in cases where they exercise significant influence over, but
do not control, these entities and are not considered to be the primary beneficiary. The evaluation of these investments for
consolidation, including determining whether the joint venture is a VIE, and if so, whether the Company is the primary
beneficiary requires management to make significant judgments due to the complex nature of these investments.
Given the Company's determination of consolidation is a significant judgement made by management for certain of these
investments, performing audit procedures to evaluate the reasonableness of management's consolidation, including VIE and
primary beneficiary assessment required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's accounting determination for the consolidation of investments in joint ventures
included the following, among others:
•
We tested the effectiveness of controls over management's evaluation of the initial accounting assessment for
consolidation and over management's evaluation of reconsideration events.
•
We selected a sample of unconsolidated and consolidated joint ventures and evaluated the appropriateness of the
Company's accounting conclusions upon formation and reconsideration events by:
90
◦
Reading the joint venture agreements and other related documents and evaluating the structure and terms of
the agreement, as well as any reconsideration events which took place during the year, to determine if the
joint venture should be classified as a VIE.
◦
If an entity is determined to be a VIE, considering whether the Company appropriately determined the
primary beneficiary by evaluating the contractual arrangements of the entity to determine if the Company has
the power to direct activities that most significantly impact the VIE's economic performance, and if the
Company has the obligation to absorb losses of the entity or the right to receive benefits from the entity that
could be significant to the VIE.
◦
Evaluated whether any reconsideration events occurred during the year that would result in consolidation or
deconsolidation, and if so, verified that this occurred properly.
◦
Evaluating the evidence obtained in other areas of the audit to determine if there were additional
reconsideration events that had not been identified by the Company, including, among others, reading board
minutes and agreeing the terms of certain joint venture agreements and side agreements, if any.
/s/ Deloitte & Touche LLP
New York, New York
February 14, 2025
We have served as the Company's auditor since 2023.
91
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SL Green Realty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Realty Corp. (the Company) as of December 31,
2023, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the two
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 the results
of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
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.
/s/ Ernst & Young LLP
We have served as the Company's auditor from 1997 to 2023.
New York, New York
February 23, 2024
92
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of SL Green Realty Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of SL Green Realty Corp. and subsidiaries (the "Company") as of
December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our
report dated February 14, 2025, expressed an unqualified opinion on those financial statements.
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/ Deloitte & Touche LLP
New York, New York
February 14, 2025
93
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P. and the Board of Directors of SL Green Realty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Operating Partnership, L.P. and subsidiaries (the
"Partnership") as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss),
capital, and cash flows, for the year ended December 31, 2024, and the related notes and schedule III (collectively referred to as
the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Partnership as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31,
2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 14, 2025, expressed an unqualified opinion on the Partnership's internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on
the Partnership's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the 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 the financial statements are free of material misstatement, whether due to
error or fraud. Our audit 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 audit 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 audit provides 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 critical audit matters does not alter in any way our opinion on the 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.
Impairment of Investments in Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures —
Refer to Notes 2, 6 and 16 to the financial statements
Critical Audit Matter Description
The Partnership’s investments in commercial real estate properties are evaluated for impairment quarterly, or whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. The Partnership’s evaluation of the
recoverability of commercial real estate properties involves the comparison of undiscounted future cash flows expected to be
generated by each commercial real estate property over the Partnership’s estimated holding period, including the future terminal
value, to the respective carrying amount. The Partnership also assesses their investments in unconsolidated joint ventures for
recoverability, and if it is determined that a loss in value of the investment is other than temporary, the Partnership writes down
the investment to its estimated fair value. The Partnership’s investments in unconsolidated joint ventures are evaluated for
impairment based on each joint venture’s actual and projected cash flows. To the extent an impairment has occurred on either a
commercial real estate property or investment in unconsolidated joint venture, the impairment loss will be measured as the
excess of the carrying amount over the estimated fair value of the underlying asset. The Partnership’s recoverability assessment
and estimated fair value, requires management to make significant estimates, including appropriate future market rental rates,
capitalization rates, and discount rates.
94
Given the Partnership’s estimated future market rental rates, capitalization rates, and discount rates are significant assumptions
made by management in their impairment assessments, performing audit procedures to evaluate the reasonableness of
management’s recoverability assessment and estimated fair value that utilize these assumptions required a high degree of
auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Partnership's estimated future market rental rates, capitalization rates, and discount rates
used in the evaluation of impairment, included the following, among others:
•
We tested the effectiveness of controls over management's evaluation of the recoverability and estimated fair value of
both commercial real estate properties and investments in unconsolidated joint ventures, including those over
estimated future market rental rates, capitalization rates, and discount rates.
•
We inquired with management regarding their determination of estimated future market rental rates, capitalization
rates, and discount rates and evaluated the consistency in determining the rates with evidence obtained in other areas of
our audit.
•
With the assistance of our fair value specialists, we evaluated the reasonableness of the Partnership's estimated future
market rental rates, capitalization rates, and discount rates by:
◦
Testing the source information underlying the determination of the estimated future market rental rates,
capitalization rates, and discount rates used by management by evaluating the reasonableness of these
assumptions with independent market data, focusing on key factors, including geographical location, tenant
composition, and property type.
◦
Using comparable market transaction details to further evaluate management's selected estimated future
market rental rates, capitalization rates, and discount rates, as applicable.
◦
Developing a range of independent estimates of future market rental rates, capitalization rates, and discount
rates and comparing those to the amounts selected by management.
Consolidation of Investments in Joint Ventures — Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
The Partnership assesses the accounting treatment for each joint venture upon formation, as well as any reconsideration event
over the life of the investment, to determine whether consolidation is required. This assessment includes a review of each joint
venture agreement to determine the rights provided to each party and whether those rights are protective or participating. The
Partnership consolidates those joint ventures they control, or which are variable interest entities (each, a "VIE") where the
Partnership is considered to be 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. The Partnership accounts for their investments in
unconsolidated joint ventures under the equity method of accounting in cases where they exercise significant influence over, but
do not control, these entities and are not considered to be the primary beneficiary. The evaluation of these investments for
consolidation, including determining whether the joint venture is a VIE, and if so, whether the Partnership is the primary
beneficiary requires management to make significant judgments due to the complex nature of these investments.
Given the Partnership’s determination of consolidation is a significant judgement made by management for certain of these
investments, performing audit procedures to evaluate the reasonableness of management’s consolidation, including VIE and
primary beneficiary assessment, required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Partnership's accounting determination for the consolidation of investments in joint ventures
included the following, among others:
•
We tested the effectiveness of controls over management's evaluation of the initial accounting assessment for
consolidation and over management's evaluation of reconsideration events.
•
We selected a sample of unconsolidated and consolidated joint ventures and evaluated the appropriateness of the
Partnership's accounting conclusions upon formation and reconsideration events by:
95
◦
Reading the joint venture agreements and other related documents and evaluating the structure and terms of
the agreement, as well as any reconsideration events which took place during the year, to determine if the
joint venture should be classified as a VIE.
◦
If an entity is determined to be a VIE, considering whether the Partnership appropriately determined the
primary beneficiary by evaluating the contractual arrangements of the entity to determine if the Partnership
has the power to direct activities that most significantly impact the VIE's economic performance, and if the
Partnership has the obligation to absorb losses of the entity or the right to receive benefits from the entity that
could be significant to the VIE.
◦
Evaluated whether any reconsideration events occurred during the year that would result in consolidation or
deconsolidation, and if so, verified that this occurred properly.
◦
Evaluating the evidence obtained in other areas of the audit to determine if there were additional
reconsideration events that had not been identified by the Partnership, including, among others, reading board
minutes and agreeing the terms of certain joint venture agreements and side agreements, if any.
/s/ Deloitte & Touche LLP
New York, New York
February 14, 2025
We have served as the Partnership's auditor since 2023.
96
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Operating Partnership, L.P. (the Operating
Partnership) as of December 31, 2023, the related consolidated statements of operations, comprehensive (loss) income, capital
and cash flows for each of the two 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 the results of its operations and its cash flows for each of the two years in the period ended December
31, 2023, in conformity with U.S. generally accepted accounting principles.
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.
/s/ Ernst & Young LLP
We have served as the Operating Partnership's auditor from 2010 to 2023.
New York, New York
February 23, 2024
97
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P. and the Board of Directors of SL Green Realty Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of SL Green Operating Partnership, L.P. and subsidiaries (the
"Partnership") as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Partnership and our
report dated February 14, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The 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 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 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/ Deloitte & Touche LLP
New York, New York
February 14, 2025
98
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, 2024 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, 2024.
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, 2024 has been audited by
Deloitte & Touche 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 changes in the Company's internal control over financial reporting during the year ended
December 31, 2024 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.
99
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, 2024 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, 2024.
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, 2024 has
been audited by Deloitte & Touche 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 changes in the Operating Partnership's internal control over financial reporting during the year ended
December 31, 2024 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 April 16, 2025,
the reported closing sale price per share of common stock on the NYSE was $52.31 and there were 372 holders of record of our
common stock.
SL GREEN OPERATING PARTNERSHIP, L.P.
As of December 31, 2024, there were 4,509,953 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 April 16, 2025, there
were 51 holders of record and 75,686,513 common units outstanding, 71,016,826 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.
100
ISSUER PURCHASES OF EQUITY SECURITIES
Our Board of Directors has approved a $3.5 billion share repurchase program under which we can buy shares of our
common stock.
The following table summarizes share repurchases executed under the program, excluding the redemption of OP units,
during the three months ended December 31, 2024:
Period
Shares repurchased
Average price paid per
share
Cumulative number of
shares repurchased as
part of the repurchase
plan or programs
October 1-31
—
$—
36,107,719
November 1-30
—
$—
36,107,719
December 1-31
—
$—
36,107,719
SALE OF UNREGISTERED SECURITIES AND REGISTERED SECURITIES; USE OF PROCEEDS FROM
REGISTERED SECURITIES
During the year ended December 31, 2024, we issued 124,801 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 issuance of such shares was exempt from registration under the Securities Act, pursuant to the
exemption contemplated by Section 4(a)(2) thereof for transactions not involving a public offering. The units were exchanged
for an equal number of shares of our common stock. During the years ended December 31, 2023 and 2022, 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, 2024, 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
(a)
(b)
(c)
Equity compensation plans approved by security holders (1)
5,162,791 (2)
$
81.63 (3)
1,751,533 (4)
Equity compensation plans not approved by security
holders
—
—
—
Total
5,162,791
$
81.63
1,751,533
(1)
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.
(2)
Includes (i) 333,897 shares of common stock issuable upon the exercise of outstanding options (115,980 of which are vested and exercisable), (ii)
125,654 phantom stock units that may be settled in shares of common stock (125,654 of which are vested), (iii) 3,560,807 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 (1,760,448 of which are vested).
(3)
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.
(4)
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.
101
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, 2024 (amounts in thousands, except per share
data).
Twelve Months
Ended
December 31,
Funds From Operations (FFO) and Normalized FFO Reconciliation:
2024
Net income attributable to SL Green common stockholders
$
7,060
Add:
Depreciation and amortization
207,443
Joint venture depreciation and noncontrolling interest adjustments
287,671
Net loss attributable to noncontrolling interests
(431)
Less:
Loss on sale of real estate, net
3,025
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
208,144
Purchase price and other fair value adjustments
83,430
Depreciable real estate reserves
(104,071)
Depreciable real estate reserves in unconsolidated joint venture
(263,190)
Depreciation on non-rental real estate assets
4,583
FFO attributable to SL Green common stockholders and unit holders
$
569,822
Add:
Gain on early extinguishment of debt
(216,131)
Purchase price and other fair value adjustments
(5,537)
Normalized FFO attributable to SL Green common stockholders and unit holders
$
348,154
Basic ownership interest:
Weighted average REIT common share and common share equivalents
65,062
Weighted average partnership units held by noncontrolling interests
3,674
Basic weighted average shares and units outstanding
68,736
Diluted ownership interest:
Weighted average REIT common share and common share equivalents
66,594
Weighted average partnership units held by noncontrolling interests
3,674
Diluted weighted average shares and units outstanding
70,268
FFO per share:
Basic
$
8.29
Diluted
$
8.11
Normalized FFO per share:
Basic
$
5.07
Diluted
$
4.95
102
SIGNATURES
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.
SL GREEN REALTY CORP.
By:
/s/ Matthew J. DiLiberto
Dated: April 17, 2025
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
Amendment No. 1 to the Annual Report on Form 10-K filed herewith and any and all amendments to said Amendment No. 1 to
the 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 Amendment No. 1 to the Annual Report on Form 10-K and any and all
amendments thereto.
103
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
Chairman of the Board of Directors, Chief Executive
Officer and Interim President (Principal Executive
Officer)
April 17, 2025
Marc Holliday
/s/ Matthew J. DiLiberto
Chief Financial Officer
(Principal Financial and Accounting Officer)
April 17, 2025
Matthew J. DiLiberto
/s/ Stephen L. Green
Director
April 17, 2025
Stephen L. Green
/s/ Andrew W. Mathias
Director
April 17, 2025
Andrew W. Mathias
/s/ John H. Alschuler Jr.
Director
April 17, 2025
John H. Alschuler, Jr.
/s/ Craig M. Hatkoff
Director
April 17, 2025
Craig M. Hatkoff
/s/ Lauren B. Dillard
Director
April 17, 2025
Lauren B. Dillard
/s/ Carol Brown
Director
April 17, 2025
Carol Brown
104
SIGNATURES
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.
SL GREEN OPERATING PARTNERSHIP, L.P.
By:
SL Green Realty Corp.
/s/ Matthew J. DiLiberto
Dated: April 17, 2025
By:
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, Amendment No. 1 to the Annual Report on Form 10-K filed herewith
and any and all amendments to said Amendment No. 1 to the 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 Amendment No. 1 to the Annual Report on Form 10-K and any and all amendments thereto.
105
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
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)
April 17, 2025
Marc Holliday
/s/ Matthew J. DiLiberto
Chief Financial Officer of
SL Green, the sole general partner of
the Operating Partnership (Principal Financial and
Accounting Officer)
April 17, 2025
Matthew J. DiLiberto
/s/ Stephen L. Green
Director of SL Green, the sole general
partner of the Operating Partnership
April 17, 2025
Stephen L. Green
/s/ Andrew W. Mathias
Director of SL Green, the sole general
partner of the Operating Partnership
April 17, 2025
Andrew W. Mathias
/s/ John H. Alschuler, Jr.
Director of SL Green, the sole general
partner of the Operating Partnership
April 17, 2025
John H. Alschuler, Jr.
/s/ Craig M. Hatkoff
Director of SL Green, the sole general
partner of the Operating Partnership
April 17, 2025
Craig M. Hatkoff
/s/ Lauren B. Dillard
Director of SL Green, the sole general
partner of the Operating Partnership
April 17, 2025
Lauren B. Dillard
/s/ Carol Brown
Director of SL Green, the sole general
partner of the Operating Partnership
April 17, 2025
Carol Brown
106
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Marc Holliday
Chairman, Chief Executive Officer
& Interim President
Stephen L. Green
Chairman Emeritus
John H. Alschuler
Executive Chairman
Therme Group US
Andrew W. Mathias
Founder, Edge Park Mgmt LLC
Craig M. Hatkoff
Co-founder, Tribeca Film Festival;
Chairman, Turtle Pond Publications LLC
Lauren B. Dillard
Senior Managing Director,
Chief Financial Officer of
Vista Equity Partners
Carol N. Brown
Professor of Real Estate Law,
University of Richmond School of Law
Peggy Lamb
Managing Director of
Halstatt LLC
EXECUTIVE OFFICERS
Marc Holliday
Chairman, Chief Executive Officer
& Interim President
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
REGISTRAR & TRANSFER AGENT
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
Tuesday, June 3, 2025
12:00 p.m. ET at
One Vanderbilt Avenue
New York, NY
EXECUTIVE OFFICES
One Vanderbilt Avenue
New York, NY 10017
212-594-2700
www.slgreen.com
FIVE-YEAR TOTAL RETURN TO SHAREHOLDERS
0
50
100
150
200
250
’24
’23
’22
’21
’20
’19
SL GREEN REALTY CORP. S&P 500 NASDAQ INDEX DOW JONES INDUSTRIALS INDEX MSCI U.S. REIT INDEX SOURCE: Bloomberg
DEC
Designed by OTTO Brand Lab, ottobrandlab.com | Map by Bryan Christie | Retouching, color management and printing by dcc, dccnyc.com
SOURCES
PAGES 8–9:
1 2024: The NYCEDC Impact.
2 New York City Tourism + Conventions: Global Travel
Insights, March 2025.
3 MTA Press Release: Governor Hochul Celebrates Long Island
Rail Road’s Strongest Year to Date, January 2025.
4 Aviation Direct, January 2025.
5 As of April 2025, CoStar and media sources.
6 New York Building Congress, 2024–2026 New York City
Construction Outlook Report. October 2024.
7 CBRE Research.
PAGES 14–15:
1 Bloomberg.
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