EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, ~~2017~~2021 of SL Green Realty Corp. and SL Green Operating Partnership, L.P. Unless stated otherwise or the context otherwise requires, references to "SL Green Realty Corp.," the "Company" or "SL Green" mean SL Green Realty Corp. and its consolidated ~~subsidiaries;~~subsidiaries, including SL Green Operating Partnership, L.P.; and references to "SL Green Operating Partnership, L.P.," the "Operating Partnership" or "SLGOP" mean SL Green Operating Partnership, L.P. and its consolidated subsidiaries. The terms "we," "our" and "us" mean the Company and all the entities owned or controlled by the Company, including the Operating Partnership.

The Company is a Maryland corporation which operates as a self-administered and self-managed real estate investment trust, or REIT, and is the sole managing general partner of the Operating Partnership. As a general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.

As of September 30, ~~2017~~2021, the Company owns ~~95.55%~~94.50% of the outstanding general and limited partnership interest in the Operating ~~Partnership. The Company also~~Partnership and owns 9,200,000 Series I Preferred Units of the Operating Partnership. As of September 30, ~~2017,~~2021, noncontrolling investors held, in aggregate, a ~~4.45%~~5.50% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.

The Company and the Operating Partnership are managed and operated as one entity. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.

Noncontrolling interests in the Operating Partnership, stockholders' equity of the Company and partners' capital of the Operating Partnership are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership not owned by the Company are accounted as noncontrolling interests, within mezzanine equity, in the Company's and the Operating Partnership's consolidated financial statements.

We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:

•Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and

•Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:

•consolidated financial statements; and

•the following notes to the consolidated financial statements:


◦	~~Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;~~


◦	~~Note 12, Stockholders' Equity of the Company;~~


◦	~~Note 13, Partners' Capital of the Operating Partnership.~~

◦Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;

◦Note 12, Stockholders' Equity of the Company; and

◦Note 13, Partners' Capital of the Operating Partnership.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership, respectively, in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Company, in both their capacity as the principal executive officer and principal financial officer of the Company and the principal executive officer and principal financial officer of the general partner of the Operating Partnership, have made the requisite certifications and that the Company and the Operating Partnership are compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as ~~amended.~~amended, or the Exchange Act.

On December 4, 2020, our Board of Directors declared an ordinary dividend and a special dividend (together, "the Total Dividend"). The Total Dividend was paid on January 15, 2021 to shareholders of record at the close of business on December 15, 2020 ("the Record Date"). Shareholders had the opportunity to elect to receive the Total Dividend in the form of all cash or all stock, subject to proration if either option was oversubscribed. As a result of the elections made, the cash option was oversubscribed and was prorated. Shareholders who elected to receive cash received, for each share of common stock they owned as of the Record Date, approximately $0.3735 in cash and 0.0279 shares of common stock. Shareholders who elected to receive shares received, for each share of common stock they owned as of the Record Date, approximately 0.0343 shares of common stock. The number of shares issued was calculated based on the volume weighted average trading price of SLG's common stock between January 5-7, 2021, of $58.15 per share.

To mitigate the dilutive impact of the common stock issued in the special dividend, the Board of Directors also authorized a reverse stock split, which was effective after markets closed on January 20, 2021. On January 8, 2021, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.02918-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our common stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or repurchases that occurred following the Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of SLG’s common stock, and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as a result of the cash option being oversubscribed.

All share-related references and measurements including the number of shares outstanding, share prices, number of shares repurchased, earnings per share, dividends per share, and share-based compensation awards, have been retroactively adjusted to reflect the reverse stock split for all periods presented in this Quarterly Report on Form 10-Q.

SL GREEN REALTY CORP. AND SL GREEN OPERATING PARTNERSHIP, L.P.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1.			FINANCIAL STATEMENTS	7

~~PART I. FINANCIAL INFORMATION~~
~~Item 1.~~	~~FINANCIAL STATEMENTS~~	4

	FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
			Consolidated Balance Sheets as of September 30, ~~2017~~2021 (unaudited) and December 31, ~~2016~~2020	47
			Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	69
			Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	810
			Consolidated ~~Statement~~Statements of Equity for the three and nine months ended September 30, ~~2017~~2021 and 2020 (unaudited)	911
			Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	1013

			FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.
			Consolidated Balance Sheets as of September 30, ~~2017~~2021 (unaudited) and December 31, ~~2016~~2020	1216
			Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	1418
			Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	1619
			Consolidated ~~Statement~~Statements of Capital for the three and nine months ended September 30, 2021 and 2020 (unaudited)	20
			Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2021 and 2020 (unaudited)	1722
			~~Consolidated Statements of Cash Flows for nine months ended September 30, 2017 and 2016 (unaudited)~~	18
	Notes to Consolidated Financial Statements (unaudited)	2024
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations	5366
Item 3.			Quantitative and Qualitative Disclosures about Market Risk	7382
Item 4.			Controls and Procedures (SL Green Realty Corp. and SL Green Operating Partnership, L.P.)	7483
PART II.			OTHER INFORMATION
Item 1.			Legal Proceedings	7584
Item 1A.			Risk Factors	7584
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	7585
Item 3.			Defaults Upon Senior Securities	7586
Item 4.			Mine Safety Disclosures	7687
Item 5.			Other Information	7788
Item 6.			Exhibits	7889
			Signatures	~~Signatures~~90	79

Table of Contents

SL GREEN REALTY CORP. AND SL GREEN OPERATING PARTNERSHIP, L.P.

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Table of Contents

SL Green Realty Corp.

Consolidated Balance Sheets

(in ~~thousands, except per share data)~~thousands)


	September 30, 2021		December 31, 2020
	(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	1,489,101	$	1,315,832
Building and improvements	3,828,052		4,168,193
Building leasehold and improvements	1,649,796		1,448,134
Right of use asset - financing leases	27,445		55,711
Right of use asset - operating leases	498,416		367,209
	7,492,810		7,355,079
Less: accumulated depreciation	(1,904,465)		(1,956,077)
	5,588,345		5,399,002

Cash and cash equivalents	257,941		266,059
Restricted cash	87,992		106,736
Investments in marketable securities	34,428		28,570
Tenant and other receivables	44,964		44,507
Related party receivables	35,674		34,657
Deferred rents receivable	254,277		302,791
Debt and preferred equity investments, net of discounts and deferred origination fees of $6,494 and $11,232 and allowances of $6,630 and $13,213 in 2021 and 2020, respectively	1,052,110		1,076,542
Investments in unconsolidated joint ventures	3,028,084		3,823,322
Deferred costs, net	124,637		177,168
Other assets	347,407		448,213
Total assets (1)	$	10,855,859	$	11,707,567
Liabilities
Mortgages and other loans payable, net	$	1,422,287	$	1,979,972
Revolving credit facility, net	216,902		105,262
Unsecured term loans, net	1,496,583		1,495,275
Unsecured notes, net	899,118		1,248,219
Accrued interest payable	20,777		14,825
Other liabilities	157,375		302,798
Accounts payable and accrued expenses	137,946		151,309
Deferred revenue	120,567		118,572
Lease liability - financing leases	125,168		152,521
Lease liability - operating leases	437,357		339,458
Dividend and distributions payable	23,958		149,294
Security deposits	54,366		53,836

Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000
Total liabilities (1)	5,212,404		6,211,341

September 30, 2017 December 31, 2016
(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests
$ 2,917,993
$ 3,309,710
Building and improvements
7,468,436
7,948,852
Building leasehold and improvements
1,444,698
1,437,325
Properties under capital lease
47,445
47,445
11,878,572
12,743,332
Less: accumulated depreciation
(2,457,071 ) (2,264,694 )
9,421,501
10,478,638
Assets held for sale 127,663
—
Cash and cash equivalents 241,489
279,443
Restricted cash 107,763
90,524
Investments in marketable securities 28,802
85,110
Tenant and other receivables, net of allowance of $18,365 and $16,592 in 2017 and 2016, respectively 54,663
53,772
Related party receivables 24,068
15,856
Deferred rents receivable, net of allowance of $21,257 and $25,203 in 2017 and 2016, respectively 393,793
442,179
Debt and preferred equity investments, net of discounts and deferred origination fees of $24,782 and $16,705 in 2017 and 2016, respectively 2,020,739
1,640,412
Investments in unconsolidated joint ventures 2,045,796
1,890,186
Deferred costs, net 247,981
267,600
Other assets 395,612
614,067
Total assets ⁽¹⁾
$ 15,109,870
$ 15,857,787
Liabilities
Mortgages and other loans payable, net
$ 3,804,174
$ 4,073,830
Revolving credit facility, net 275,832
—
Unsecured term loan, net 1,180,506
1,179,521
Unsecured notes, net 1,064,544
1,128,315
Accrued interest payable
34,367
36,052
Other liabilities 95,718
206,238
Accounts payable and accrued expenses 144,767
190,583
Deferred revenue 252,779
217,955
Capital lease obligations
42,660
42,132
Deferred land leases payable 3,075
2,583
Dividend and distributions payable 85,007
87,271
Security deposits 68,465
66,504
Liabilities related to assets held for sale 1,141
—
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities 100,000
100,000
Total liabilities ⁽¹⁾
7,153,035
7,330,984

Table of Contents

SL Green Realty Corp.

Consolidated Balance Sheets

(in ~~thousands, except per share data)~~thousands)


	September 30, 2021		December 31, 2020
	(unaudited)
Commitments and contingencies	0		0
Noncontrolling interests in Operating Partnership	362,737		358,262
Preferred units	198,503		202,169

Equity
SL Green stockholders' equity:
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2021 and December 31, 2020	221,932		221,932
Common stock, $0.01 par value, 160,000 shares authorized and 67,926 and 69,534 issued and outstanding at September 30, 2021 and December 31, 2020, respectively (including 1,061 and 1,026 shares held in treasury at September 30, 2021 and December 31, 2020, respectively)	680		716
Additional paid-in-capital	3,774,119		3,862,949
Treasury stock at cost	(126,160)		(124,049)
Accumulated other comprehensive loss	(60,597)		(67,247)
Retained earnings	1,258,232		1,015,462
Total SL Green stockholders' equity	5,068,206		4,909,763
Noncontrolling interests in other partnerships	14,009		26,032
Total equity	5,082,215		4,935,795
Total liabilities and equity	$	10,855,859	$	11,707,567

(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: $316.0 million and $41.2 million of land, $341.2 million and $57.9 million of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $53.2 million and $37.8 million of right of use assets, $18.5 million and $10.3 million of accumulated depreciation, $293.8 million and $289.5 million of other assets included in other line items, $450.1 million and $94.0 million of real estate debt, net, $1.3 million and $0.7 million of accrued interest payable, $45.4 million and $29.9 million of lease liabilities, and $24.9 million and $56.6 million of other liabilities included in other line items as of September 30, 2021 and December 31, 2020, respectively.

September 30, 2017 December 31, 2016
(unaudited)
Commitments and contingencies —
—
Noncontrolling interests in Operating Partnership 470,898
473,882
Preferred units 301,885
302,010

Equity
SL Green stockholders' equity:
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2017 and December 31, 2016 221,932
221,932
Common stock, $0.01 par value, 160,000 shares authorized and 98,501 and 101,617 issued and outstanding at September 30, 2017 and December 31, 2016, respectively (including 1,055 shares held in treasury at September 30, 2017 and December 31, 2016) 985
1,017
Additional paid-in-capital 5,294,500
5,624,545
Treasury stock at cost (124,049 ) (124,049 )
Accumulated other comprehensive income 14,185
22,137
Retained earnings 1,410,332
1,578,893
Total SL Green stockholders' equity 6,817,885
7,324,475
Noncontrolling interests in other partnerships 366,167
426,436
Total equity 7,184,052
7,750,911
Total liabilities and equity $ 15,109,870
$ 15,857,787

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: $384.3 million and $412.3 million of land, $1.4 billion and $1.5 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $323.3 million and $327.2 million of accumulated depreciation, $235.4 million and $244.2 million of other assets included in other line items, $627.8 million and $621.8 million of real estate debt, net, $2.5 million and $2.2 million of accrued interest payable, $42.7 million and $42.1 million of capital lease obligations, and $58.5 million and $73.3 million of other liabilities included in other line items as of September 30, 2017 and December 31, 2016, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues
Rental revenue, net $ 274,765
$ 281,482
$ 835,501
$ 1,043,898
Escalation and reimbursement 44,749
53,130
131,561
147,357
Investment income 47,820
75,396
148,741
174,347
Other income 7,266
6,673
34,328
124,137
Total revenues 374,600
416,681
1,150,131
1,489,739
Expenses

Operating expenses, including related party expenses of $5,505 and $14,941 in 2017 and $5,042 and $15,171 in 2016. 75,927
79,425
221,285
234,269
Real estate taxes 64,160
64,133
186,173
187,931
Ground rent 8,307
8,338
24,923
24,953
Interest expense, net of interest income 65,634
72,565
196,112
256,326
Amortization of deferred financing costs 4,008
4,815
12,201
20,180
Depreciation and amortization 91,728
112,665
318,916
717,015
Transaction related costs 186
2,593
365
5,987
Marketing, general and administrative 23,963
25,458
72,362
73,974
Total expenses 333,913
369,992
1,032,337
1,520,635
Income (loss) before equity in net income (loss) from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain (loss) on sale of real estate, net, depreciable real estate reserves, and gain (loss) on sale of investment in marketable securities 40,687
46,689
117,794
(30,896 )
Equity in net income (loss) from unconsolidated joint ventures 4,078
(3,968 ) 14,104
11,969
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 1,030
225
16,166
43,588
Gain (loss) on sale of real estate, net —
397
(3,256 ) 210,750
Depreciable real estate reserves —
—
(85,336 ) (10,387 )
Gain (loss) on sale of investment in marketable securities —
—
3,262
(83 )
Net income 45,795
43,343
62,734
224,941
Net (income) loss attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership
(1,812 ) (1,663 ) (2,707 ) (8,171 )
Noncontrolling interests in other partnerships
1,474
(836 ) 18,179
(6,245 )
Preferred units distributions
(2,850 ) (2,854 ) (8,551 ) (8,382 )
Net income attributable to SL Green 42,607
37,990
69,655
202,143
Perpetual preferred stock dividends (3,738 ) (3,738 ) (11,213 ) (11,213 )
Net income attributable to SL Green common stockholders $ 38,869
$ 34,252
$ 58,442
$ 190,930

~~Table of Contents~~

~~SL Green Realty Corp.~~

~~Consolidated Statements of Operations~~

~~(unaudited, in thousands, except per share data)~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Amounts attributable to SL Green common stockholders:
Income (loss) before depreciable real estate reserves and gains (losses) on sale $ 37,885
$ 33,657
$ 127,685
$ (43,041 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 984
215
15,456
41,805
Gain (loss) on sale of real estate, net —
380
(3,113 ) 202,128
Depreciable real estate reserves —
—
(81,586 ) (9,962 )
Net income attributable to SL Green common stockholders $ 38,869
$ 34,252
$ 58,442
$ 190,930
Basic earnings per share:
Income (loss) before depreciable real estate reserves and gains (losses) on sale $ 0.39
$ 0.34
$ 1.28
$ (0.43 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.01
—
0.16
0.42
Gain (loss) on sale of real estate, net —
—
(0.03 ) 2.02
Depreciable real estate reserves —
—
(0.82 ) (0.10 )
Net income attributable to SL Green common stockholders $ 0.40
$ 0.34
$ 0.59

$ 1.91
Diluted earnings per share:
Income (loss) before depreciable real estate reserves and gains (losses) on sale $ 0.39
$ 0.34
$ 1.28
$ (0.43 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.01
—
0.16
0.42
Gain (loss) on sale of real estate, net —
—
(0.03 ) 2.01
Depreciable real estate reserves —
—
(0.82 ) (0.10 )
Net income attributable to SL Green common stockholders $ 0.40
$ 0.34
$ 0.59
$ 1.90

Dividends per share $ 0.775
$ 0.72
$ 2.325
$ 2.16
Basic weighted average common shares outstanding 97,783
100,233
99,431
100,140
Diluted weighted average common shares and common share equivalents outstanding 102,570
105,143
104,280
104,761


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues
Rental revenue, net	$	155,363	$	195,515	$	528,063	$	614,032
Investment income	20,072		22,988		59,452		101,464
Other income	29,766		31,341		61,895		102,350
Total revenues	205,201		249,844		649,410		817,846
Expenses
Operating expenses, including related party expenses of $3,563 and $8,827 in 2021 and $2,801 and $9,289 in 2020	40,684		45,910		126,851		140,673
Real estate taxes	32,139		43,522		121,318		131,805
Operating lease rent	6,557		6,973		20,003		22,171
Interest expense, net of interest income	14,807		23,536		57,155		91,100
Amortization of deferred financing costs	2,345		3,151		9,505		8,312
Depreciation and amortization	49,277		92,516		169,534		256,736
Loan loss and other investment reserves, net of recoveries	—		8,957		—		27,018
Transaction related costs	190		45		215		483
Marketing, general and administrative	23,477		23,602		68,426		66,682
Total expenses	169,476		248,212		573,007		744,980

Equity in net loss from unconsolidated joint ventures	(15,487)		(432)		(31,321)		(15,445)
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	(1,280)		—		(5,438)		—
Purchase price and other fair value adjustments	208,810		—		209,527		—
Gain on sale of real estate, net	187,766		26,104		285,338		163,624
Depreciable real estate reserves and impairment	—		(6,627)		(5,696)		(6,627)





Net income	415,534		20,677		528,813		214,418
Net income attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership	(22,683)		(802)		(28,489)		(10,073)
Noncontrolling interests in other partnerships	915		(414)		2,454		(1,145)
Preferred units distributions	(1,823)		(1,864)		(5,492)		(6,883)
Net income attributable to SL Green	391,943		17,597		497,286		196,317
Perpetual preferred stock dividends	(3,738)		(3,738)		(11,213)		(11,213)
Net income attributable to SL Green common stockholders	$	388,205	$	13,859	$	486,073	$	185,104






















Basic earnings per share	$	5.77	$	0.19	$	7.08	$	2.51










Diluted earnings per share	$	5.75	$	0.19	$	7.04	$	2.50

Basic weighted average common shares outstanding	66,840		70,943		68,275		73,373
Diluted weighted average common shares and common share equivalents outstanding	71,487		75,414		73,087		77,937

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	415,534	$	20,677	$	528,813	$	214,418
Other comprehensive income (loss):
Increase (decrease) in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments	6,615		6,099		6,565		(48,227)
Increase (decrease) in unrealized value of marketable securities	66		389		314		(2,152)
Other comprehensive income (loss)	6,681		6,488		6,879		(50,379)
Comprehensive income	422,215		27,165		535,692		164,039
Net income attributable to noncontrolling interests and preferred units distributions	(23,591)		(3,080)		(31,527)		(18,101)
Other comprehensive (income) loss attributable to noncontrolling interests	(415)		(317)		(229)		2,664
Comprehensive income attributable to SL Green	$	398,209	$	23,768	$	503,936	$	148,602

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income
$ 45,795
$ 43,343
$ 62,734
$ 224,941
Other comprehensive loss:

Change in net unrealized gain on derivative instruments, including SL Green's share of joint venture net unrealized gain on derivative instruments
(217 ) 2,632
(3,812 ) (4,682 )
Change in unrealized gain on marketable securities
44
(30 ) (4,443 ) (900 )
Other comprehensive (loss) income
(173 ) 2,602
(8,255 ) (5,582 )
Comprehensive income
45,622
45,945
54,479
219,359
Net (income) loss attributable to noncontrolling interests and preferred units distributions
(3,188 ) (5,353 ) 6,921
(22,798 )
Other comprehensive loss attributable to noncontrolling interests
4
(118 ) 303
257
Comprehensive income attributable to SL Green
$ 42,438
$ 40,474
$ 61,703
$ 196,818

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Realty Corp.

Consolidated ~~Statement~~Statements of Equity

(unaudited, in thousands, except per share data)


	SL Green Realty Corp. Stockholders
				Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Noncontrolling Interests		Total
Balance at December 31, 2020		$	221,932	68,508	$	716	$	3,862,949	$	(124,049)	$	(67,247)	$	1,015,462	$	26,032	$	4,935,795


Net income (loss)													105,343		(1,539)		103,804

Other comprehensive income											384						384
Preferred dividends													(7,475)				(7,475)
DRSPP proceeds				7			467										467

Reallocation of noncontrolling interest in the Operating Partnership													(32,475)				(32,475)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				112	2		14,317										14,319


Repurchases of common stock				(2,781)	(28)		(177,972)						(20,887)				(198,887)

Contributions to consolidated joint venture interests															305		305

Cash distributions to noncontrolling interests															(173)		(173)
Issuance of special dividend paid primarily in stock				2,034			123,529										123,529
Cash distributions declared ($1.820 per common share, none of which represented a return of capital for federal income tax purposes)													(125,836)				(125,836)
Balance at June 30, 2021		$	221,932	67,880	$	690	$	3,823,290	$	(124,049)	$	(66,863)	$	934,132	$	24,625	$	4,813,757
Net income (loss)													391,943		(915)		391,028

Other comprehensive income											6,266						6,266
Preferred dividends													(3,738)				(3,738)
DRSPP proceeds				2			146										146

Reallocation of noncontrolling interest in the Operating Partnership													15,230				15,230

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				(1)			7,932										7,932


Repurchases of common stock				(1,016)	(10)		(57,249)						(20,698)				(77,957)

Contributions to consolidated joint venture interests															5		5
Sale of interest in partially owned entity															(4,476)		(4,476)

Cash distributions to noncontrolling interests															(5,230)		(5,230)
Issuance of special dividend paid primarily in stock									(2,111)				2,111				—
Cash distributions declared ($0.910 per common share, none of which represented a return of capital for federal income tax purposes)													(60,748)				(60,748)
Balance at September 30, 2021		$	221,932	66,865	$	680	$	3,774,119	$	(126,160)	$	(60,597)	$	1,258,232	$	14,009	$	5,082,215

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Equity

(unaudited, in thousands, except per share data)

SL Green Realty Corp. Stockholders
Common Stock

Series I
Preferred
Stock
Shares
Par
Value

Additional
Paid-
In-Capital

Treasury
Stock

Accumulated
Other
Comprehensive Income (Loss)

Retained
Earnings

Noncontrolling
Interests
Total
Balance at December 31, 2016 $ 221,932
100,562
$ 1,017
$ 5,624,545
$ (124,049 ) $ 22,137
$ 1,578,893
$ 426,436
$ 7,750,911
Net income (loss) 69,655
(18,179 ) 51,476
Other comprehensive loss (7,952 ) (7,952 )
Preferred dividends (11,213 ) (11,213 )
DRSPP proceeds 2
185
185
Conversion of units of the Operating Partnership to common stock 142
1
15,352
15,353
Reallocation of noncontrolling interest in the Operating Partnership 2,669
2,669
Equity component of repurchased exchangeable senior notes (27,969 ) (27,969 )
Deferred compensation plan and stock awards, net (6 ) (1,959 ) (1,959 )
Amortization of deferred compensation plan 22,014
22,014
Repurchases of common stock (3,400 ) (34 ) (349,957 ) (349,991 )
Proceeds from stock options exercised 146
1
12,289
12,290
Contributions to consolidated joint venture interests 33,202
33,202
Deconsolidation of partially owned entity (30,203 ) (30,203 )
Cash distributions to noncontrolling interests (45,089 ) (45,089 )
Cash distributions declared ($2.325 per common share, none of which represented a return of capital for federal income tax purposes) (229,672 ) (229,672 )
Balance at September 30, 2017 $ 221,932
97,446
$ 985
$ 5,294,500
$ (124,049 ) $ 14,185
$ 1,410,332
$ 366,167
$ 7,184,052


	SL Green Realty Corp. Stockholders
				Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Noncontrolling Interests		Total
Balance at December 31, 2019		$	221,932	76,956	$	803	$	4,286,395	$	(124,049)	$	(28,485)	$	1,084,719	$	75,883	$	5,517,198
Cumulative adjustment upon adoption of ASC 326													(39,184)				(39,184)
Balance at January 1, 2020		$	221,932	76,956	$	803	$	4,286,395	$	(124,049)	$	(28,485)	$	1,045,535	$	75,883	$	5,478,014
Net income													178,720		730		179,450
Acquisition of subsidiary interest from noncontrolling interest							(3,123)								1,587		(1,536)
Other comprehensive loss											(53,886)						(53,886)
Preferred dividends													(7,475)				(7,475)
DRSPP proceeds				6			364										364
Conversion of units in the Operating Partnership for common stock				98	1		8,743										8,744
Reallocation of noncontrolling interest in the Operating Partnership													31,144				31,144

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				(32)	—		13,493										13,493


Repurchases of common stock				(5,442)	(56)		(283,981)						(76,831)				(360,868)

Contributions to consolidated joint venture interests															8,186		8,186

Cash distributions to noncontrolling interests															(596)		(596)
Cash distributions declared ($1.214 per common share, none of which represented a return of capital for federal income tax purposes)													(89,272)				(89,272)
Balance at June 30, 2020		$	221,932	71,586	$	748	$	4,021,891	$	(124,049)	$	(82,371)	$	1,081,821	$	85,790	$	5,205,762
Net income													17,597		414		18,011

Other comprehensive income											6,171						6,171
Preferred dividends													(3,738)				(3,738)
DRSPP proceeds				4			202										202
Conversion of units in the Operating Partnership for common stock				—	—		—										—
Reallocation of noncontrolling interest in the Operating Partnership													4,109				4,109

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				3	—		7,543										7,543


Repurchases of common stock				(624)	(7)		(31,120)						—				(31,127)

Contributions to consolidated joint venture interests															4,219		4,219

Cash distributions to noncontrolling interests															(12,530)		(12,530)
Cash distributions declared ($0.911 per common share, none of which represented a return of capital for federal income tax purposes)													(64,617)				(64,617)
Balance at September 30, 2020		$	221,932	70,969	$	741	$	3,998,516	$	(124,049)	$	(76,200)	$	1,035,172	$	77,893	$	5,134,005

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)


	Nine Months Ended September 30,
	2021		2020
Operating Activities
Net income	$	528,813	$	214,418
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	179,039		265,048
Equity in net loss from unconsolidated joint ventures	31,321		15,445
Distributions of cumulative earnings from unconsolidated joint ventures	719		576
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate	5,438		—
Purchase price and other fair value adjustments	(209,527)		—
Depreciable real estate reserves and impairment	5,696		6,627
Gain on sale of real estate, net	(285,338)		(163,624)
Loan loss reserves and other investment reserves, net of recoveries	—		27,018



Deferred rents receivable	(6,963)		(3,459)
Non-cash lease expense	11,670		9,735
Other non-cash adjustments	27,868		14,874
Changes in operating assets and liabilities:
Tenant and other receivables	(11,827)		(43,069)
Related party receivables	(4,626)		4,195
Deferred lease costs	(1,267)		(12,472)
Other assets	(118)		(55,301)
Accounts payable, accrued expenses, other liabilities and security deposits	(54,009)		43,256
Deferred revenue	7,412		13,206
Lease liability - operating leases	(33,289)		(8,530)
Net cash provided by operating activities	191,012		327,943
Investing Activities
Acquisitions of real estate property	(152,791)		(86,846)
Additions to land, buildings and improvements	(208,380)		(281,651)

Investments in unconsolidated joint ventures	(76,471)		(39,724)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	749,997		104,300
Net proceeds from disposition of real estate/joint venture interest	541,268		333,037
Cash assumed from consolidation of real estate investment	9,475		—
Proceeds from sale or redemption of marketable securities	4,528		—
Purchases of marketable securities	(10,000)		—
Other investments	2,401		(3,921)
Origination of debt and preferred equity investments	(83,924)		(353,797)
Repayments or redemption of debt and preferred equity investments	110,774		703,625
Net cash provided by investing activities	886,877		375,023

Nine Months Ended September 30,
2017 2016
Operating Activities
Net income $ 62,734
$ 224,941
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 331,117
737,195
Equity in net income from unconsolidated joint ventures (14,104 ) (11,969 )
Distributions of cumulative earnings from unconsolidated joint ventures 19,609
19,311
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate (16,166 ) (43,588 )
Depreciable real estate reserves 85,336
10,387
Loss (gain) on sale of real estate, net 3,256
(210,750 )
(Gain) loss on sale of investments in marketable securities (3,262 ) 83
Deferred rents receivable (33,523 ) 40,056
Other non-cash adjustments ⁽¹⁾
18,423
(155,558 )
Changes in operating assets and liabilities:

Restricted cash—operations 6,520
(12,855 )
Tenant and other receivables (2,318 ) 2,714
Related party receivables (8,238 ) (4,167 )
Deferred lease costs (31,479 ) (47,036 )
Other assets (58,068 ) (30,899 )
Accounts payable, accrued expenses, other liabilities and security deposits 1,423
(28,089 )
Deferred revenue and land leases payable 55,361
19,016
Net cash provided by operating activities 416,621

508,792
Investing Activities
Acquisitions of real estate property (25,114 ) (38,005 )
Additions to land, buildings and improvements (251,158 ) (269,182 )
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price 17,431
85,983
Investments in unconsolidated joint ventures (112,697 ) (69,422 )
Distributions in excess of cumulative earnings from unconsolidated joint ventures 279,478
171,472
Net proceeds from disposition of real estate/joint venture interest 116,983
2,419,841
Proceeds from sale or redemption of marketable securities 55,129
6,868
Purchases of marketable securities —
(23,062 )
Other investments 46,955
8,232
Origination of debt and preferred equity investments (935,724 ) (554,803 )
Repayments or redemption of debt and preferred equity investments 707,676
667,251
Net cash (used in) provided by investing activities (101,041 ) 2,405,173

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)


	Nine Months Ended September 30,
	2021		2020

Financing Activities
Proceeds from mortgages and other loans payable	31,219		1,128,775
Repayments of mortgages and other loans payable	(372,300)		(710,352)
Proceeds from revolving credit facility and unsecured notes	925,000		1,275,000
Repayments of revolving credit facility and unsecured notes	(1,165,000)		(1,575,000)
Proceeds from stock options exercised and DRSPP issuance	613		566

Repurchase of common stock	(280,623)		(381,992)
Redemption of preferred stock	(3,631)		(82,750)
Redemption of OP units	(13,930)		(18,913)
Distributions to noncontrolling interests in other partnerships	(5,403)		(13,126)
Contributions from noncontrolling interests in other partnerships	310		12,404
Acquisition of subsidiary interest from noncontrolling interest	—		(1,536)
Distributions to noncontrolling interests in the Operating Partnership	(11,882)		(8,857)
Dividends paid on common and preferred stock	(205,131)		(224,147)

Tax withholdings related to restricted share awards	(2,989)		(4,752)
Deferred loan costs	(570)		(34,687)
Principal payments of on financing lease liabilities	(434)		(580)
Net cash used in financing activities	(1,104,751)		(639,947)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(26,862)		63,019
Cash, cash equivalents, and restricted cash at beginning of year	372,795		241,430
Cash, cash equivalents, and restricted cash at end of period	$	345,933	$	304,449





Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Conversion of units in the Operating Partnership	$	—	$	8,744
Redemption of units in the Operating Partnership for a joint venture sale	27,586		—
Exchange of preferred equity investment for real estate or equity in joint venture	—		119,467
Exchange of debt investment for real estate or equity in joint venture	9,468		104,211
Assumption of mortgage loan	60,000		—
Issuance of special dividend paid primarily in stock	121,418		—
Tenant improvements and capital expenditures payable	16,684		11,993
Fair value adjustment to noncontrolling interest in the Operating Partnership	17,245		35,253
Consolidation of real estate investment	119,444		—
Deconsolidation of a subsidiary	66,837		—
Deconsolidation of a subsidiary mortgage	510,000		5,593
Reversal of assets held for sale	—		391,664
Extinguishment of debt in connection with property dispositions	53,548		—
Mortgages assumed in connection with sale of real estate	—		250,000
Seller financed purchases	—		100,000
Debt and preferred equity investments	8,372		4,638


Removal of fully depreciated commercial real estate properties	7,030		7,906

Distributions to noncontrolling interests	358		—

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)

Nine Months Ended September 30,
2017 2016
Financing Activities
Proceeds from mortgages and other loans payable $ 779,650
$ 256,207
Repayments of mortgages and other loans payable (706,056 ) (1,786,034 )
Proceeds from revolving credit facility and senior unsecured notes 1,447,800
1,260,300
Repayments of revolving credit facility and senior unsecured notes (1,270,804 ) (2,269,604 )
Proceeds from stock options exercised and DRIP issuance 12,475
12,404
Repurchase of common stock (349,991 ) —
Redemption of preferred stock (125 ) (2,999 )
Distributions to noncontrolling interests in other partnerships (45,089 ) (11,023 )
Contributions from noncontrolling interests in other partnerships 33,202
2,019
Distributions to noncontrolling interests in the Operating Partnership (10,639 ) (9,245 )
Dividends paid on common and preferred stock (251,701 ) (234,801 )
Other obligations related to loan participations 16,737
59,150
Deferred loan costs and capitalized lease obligation (8,993 ) (39,842 )
Net cash used in financing activities (353,534 ) (2,763,468 )
Net (decrease) increase in cash and cash equivalents (37,954 ) 150,497
Cash and cash equivalents at beginning of year 279,443
255,399
Cash and cash equivalents at end of period $ 241,489
$ 405,896

⁽¹⁾ Included in Other non-cash adjustments is $172.4 million for the nine months ended September 30, 2016 for the amortization of the below-market lease at 388-390 Greenwich Street as a result of the tenant exercising their option to purchase the property and entering into an agreement to accelerate the sale.

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of units in the Operating Partnership $ 23,273
$ 51,647
Redemption of units in the Operating Partnership for stock 15,352
12,746
Derivative instruments at fair value 7,362
—
Exchange of debt investment for equity in joint venture —
68,581
Issuance of preferred units relating to a real estate acquisition —
22,793
Tenant improvements and capital expenditures payable 8,926
4,281
Fair value adjustment to noncontrolling interest in Operating Partnership 2,669
4,959
Deconsolidation of subsidiaries 328,643
1,173,570
Transfer of assets related to assets held for sale 273,455
2,048,376
Transfer of liabilities related to assets held for sale 1,290
1,677,528
Deferred leasing payable 810
1,208
Removal of fully depreciated commercial real estate properties 11,158
22,179
Issuance of SLG's common stock to consolidated joint venture —
114,049


	Nine Months Ended September 30,
	2021	2020
Share repurchase payable	3,779	10,003
Sale of interest in partially owned entity	4,476	—
Recognition of sales-type leases and related lease liabilities	—	114,974
Recognition of right of use assets and related lease liabilities	115,812	57,500

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.


	Nine Months Ended September 30,
	2021		2020
Cash and cash equivalents	$	257,941	$	221,404
Restricted cash	87,992		83,045
Total cash, cash equivalents, and restricted cash	$	345,933	$	304,449

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in ~~thousands, except per unit data)~~thousands)


	September 30, 2021		December 31, 2020
	(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	1,489,101	$	1,315,832
Building and improvements	3,828,052		4,168,193
Building leasehold and improvements	1,649,796		1,448,134
Right of use asset - financing leases	27,445		55,711
Right of use asset - operating leases	498,416		367,209
	7,492,810		7,355,079
Less: accumulated depreciation	(1,904,465)		(1,956,077)
	5,588,345		5,399,002

Cash and cash equivalents	257,941		266,059
Restricted cash	87,992		106,736
Investments in marketable securities	34,428		28,570
Tenant and other receivables	44,964		44,507
Related party receivables	35,674		34,657
Deferred rents receivable	254,277		302,791
Debt and preferred equity investments, net of discounts and deferred origination fees of $6,494 and $11,232 and allowances of $6,630 and $13,213 in 2021 and 2020, respectively	1,052,110		1,076,542
Investments in unconsolidated joint ventures	3,028,084		3,823,322
Deferred costs, net	124,637		177,168
Other assets	347,407		448,213
Total assets (1)	$	10,855,859	$	11,707,567
Liabilities
Mortgages and other loans payable, net	$	1,422,287	$	1,979,972
Revolving credit facility, net	216,902		105,262
Unsecured term loans, net	1,496,583		1,495,275
Unsecured notes, net	899,118		1,248,219
Accrued interest payable	20,777		14,825
Other liabilities	157,375		302,798
Accounts payable and accrued expenses	137,946		151,309
Deferred revenue	120,567		118,572
Lease liability - financing leases	125,168		152,521
Lease liability - operating leases	437,357		339,458
Dividend and distributions payable	23,958		149,294
Security deposits	54,366		53,836

Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000
Total liabilities (1)	5,212,404		6,211,341
Commitments and contingencies	0		0
Limited partner interests in SLGOP (3,888 and 3,939 limited partner common units outstanding at September 30, 2021 and December 31, 2020, respectively)	362,737		358,262
Preferred units	198,503		202,169

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in ~~thousands, except per unit data)~~thousands)


	September 30, 2021		December 31, 2020
	(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2021 and December 31, 2020	221,932		221,932
SL Green partners' capital (707 and 724 general partner common units and 66,158 and 67,784 limited partner common units outstanding at September 30, 2021 and December 31, 2020, respectively)	4,906,871		4,755,078
Accumulated other comprehensive loss	(60,597)		(67,247)
Total SLGOP partners' capital	5,068,206		4,909,763
Noncontrolling interests in other partnerships	14,009		26,032
Total capital	5,082,215		4,935,795
Total liabilities and capital	$	10,855,859	$	11,707,567

(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: $316.0 million and $41.2 million of land, $341.2 million and $57.9 million of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $53.2 million and $37.8 million of right of use assets, $18.5 million and $10.3 million of accumulated depreciation, $293.8 million and $289.5 million of other assets included in other line items, $450.1 million and $94.0 million of real estate debt, net, $1.3 million and $0.7 million of accrued interest payable, $45.4 million and $29.9 million of lease liabilities, and $24.9 million and $56.6 million of other liabilities included in other line items as of September 30, 2021 and December 31, 2020, respectively.

September 30, 2017 December 31, 2016
(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2017 and December 31, 2016 221,932
221,932
SL Green partners' capital (1,020 and 1,049 general partner common units and 96,426 and 99,513 limited partner common units outstanding at September 30, 2017 and December 31, 2016, respectively) 6,581,768
7,080,406
Accumulated other comprehensive income 14,185
22,137
Total SLGOP partners' capital 6,817,885
7,324,475
Noncontrolling interests in other partnerships 366,167
426,436
Total capital 7,184,052
7,750,911
Total liabilities and capital $ 15,109,870
$ 15,857,787

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: $384.3 million and $412.3 million of land, $1.4 billion and $1.5 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $323.3 million and $327.2 million of accumulated depreciation, $235.4 million and $244.2 million of other assets included in other line items, $627.8 million and $621.8 million of real estate debt, net, $2.5 million and $2.2 million of accrued interest payable, $42.7 million and $42.1 million of capital lease obligations, and $58.5 million and $73.3 million of other liabilities included in other line items as of September 30, 2017 and December 31, 2016, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Operations

(unaudited, in thousands, except per unit data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues
Rental revenue, net	$	155,363	$	195,515	$	528,063	$	614,032

Investment income	20,072		22,988		59,452		101,464
Other income	29,766		31,341		61,895		102,350
Total revenues	205,201		249,844		649,410		817,846
Expenses
Operating expenses, including related party expenses of $3,563 and $8,827 in 2021 and $2,801 and $9,289 in 2020	40,684		45,910		126,851		140,673
Real estate taxes	32,139		43,522		121,318		131,805
Operating lease rent	6,557		6,973		20,003		22,171
Interest expense, net of interest income	14,807		23,536		57,155		91,100
Amortization of deferred financing costs	2,345		3,151		9,505		8,312
Depreciation and amortization	49,277		92,516		169,534		256,736
Loan loss and other investment reserves, net of recoveries	—		8,957		—		27,018
Transaction related costs	190		45		215		483
Marketing, general and administrative	23,477		23,602		68,426		66,682
Total expenses	169,476		248,212		573,007		744,980


Equity in net loss from unconsolidated joint ventures	(15,487)		(432)		(31,321)		(15,445)
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	(1,280)		—		(5,438)		—
Purchase price and other fair value adjustments	208,810		—		209,527		—
Gain on sale of real estate, net	187,766		26,104		285,338		163,624
Depreciable real estate reserves and impairment	—		(6,627)		(5,696)		(6,627)





Net income	415,534		20,677		528,813		214,418
Net income attributable to noncontrolling interests:
Noncontrolling interests in other partnerships	915		(414)		2,454		(1,145)
Preferred units distributions	(1,823)		(1,864)		(5,492)		(6,883)
Net income attributable to SLGOP	414,626		18,399		525,775		206,390
Perpetual preferred unit distributions	(3,738)		(3,738)		(11,213)		(11,213)
Net income attributable to SLGOP common unitholders	$	410,888	$	14,661	$	514,562	$	195,177






















Basic earnings per unit	$	5.77	$	0.19	$	7.08	$	2.51










Diluted earnings per unit	$	5.75	$	0.19	$	7.04	$	2.50

Basic weighted average common units outstanding	70,674		74,972		72,299		77,496
Diluted weighted average common units and common unit equivalents outstanding	71,487		75,414		73,087		77,937

Three Months Ended September 30, Nine Months Ended September 30,
2017
2016 2017 2016
Revenues
Rental revenue, net $ 274,765
$ 281,482
$ 835,501
$ 1,043,898
Escalation and reimbursement 44,749
53,130
131,561
147,357
Investment income 47,820
75,396
148,741
174,347
Other income 7,266
6,673
34,328
124,137
Total revenues 374,600
416,681
1,150,131
1,489,739
Expenses

Operating expenses, including related party expenses of $5,505 and $14,941 in 2017 and $5,042 and $15,171 in 2016. 75,927
79,425
221,285
234,269
Real estate taxes 64,160
64,133
186,173
187,931
Ground rent 8,307
8,338
24,923
24,953
Interest expense, net of interest income 65,634
72,565
196,112
256,326
Amortization of deferred financing costs 4,008
4,815
12,201
20,180
Depreciation and amortization 91,728
112,665
318,916
717,015
Transaction related costs 186
2,593
365
5,987
Marketing, general and administrative 23,963
25,458
72,362
73,974
Total expenses 333,913
369,992
1,032,337
1,520,635
Income (loss) before equity in net income (loss) from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain (loss) on sale of real estate, net, depreciable real estate reserves, and gain (loss) on sale of investment in marketable securities 40,687
46,689
117,794
(30,896 )
Equity in net income (loss) from unconsolidated joint ventures 4,078
(3,968 ) 14,104
11,969
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 1,030
225
16,166
43,588
Gain (loss) on sale of real estate, net —
397
(3,256 ) 210,750
Depreciable real estate reserves —
—
(85,336 ) (10,387 )
Gain (loss) on sale of investment in marketable securities —
—
3,262
(83 )
Net income 45,795
43,343
62,734
224,941
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in other partnerships 1,474
(836 ) 18,179
(6,245 )
Preferred units distributions (2,850 ) (2,854 ) (8,551 ) (8,382 )
Net income attributable to SLGOP 44,419
39,653
72,362
210,314
Perpetual preferred unit distributions (3,738 ) (3,738 ) (11,213 ) (11,213 )
Net income attributable to SLGOP common unitholders $ 40,681
$ 35,915
$ 61,149
$ 199,101

~~Table of Contents~~

~~SL Green Operating Partnership, L.P.~~

~~Consolidated Statements of Operations~~

~~(unaudited, in thousands, except per unit data)~~

Three Months Ended September 30, Nine Months Ended September 30,
2017
2016 2017 2016
Amounts attributable to SLGOP common unitholders:
Income (loss) before depreciable real estate reserves and gains (losses) on sale $ 39,651
$ 35,293

$ 133,575

$ (44,850 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 1,030
225
16,166
43,588
Gain (loss) on sale of real estate, net —
397
(3,256 ) 210,750
Depreciable real estate reserves —
—
(85,336 ) (10,387 )
Net income attributable to SLGOP common unitholders
$ 40,681
$ 35,915
$ 61,149
$ 199,101
Basic earnings per unit:
Income (loss) before depreciable real estate reserves and gains (losses) on sale $ 0.39
$ 0.34
$ 1.28
$ (0.43 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.01
—
0.16
0.42
Gain (loss) on sale of real estate, net —
—
(0.03 ) 2.02
Depreciable real estate reserves —
—
(0.82 ) (0.10 )
Net income attributable to SLGOP common unitholders $ 0.40
$ 0.34

$ 0.59

$ 1.91
Diluted earnings per unit:
Income (loss) before depreciable real estate reserves and gains (losses) on sale $ 0.39
$ 0.34
$ 1.28
$ (0.43 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.01
—
0.16
0.42
Gain (loss) on sale of real estate, net —
—
(0.03 ) 2.01
Depreciable real estate reserves —
—
(0.82 ) (0.10 )
Net income attributable to SLGOP common unitholders $ 0.40
$ 0.34
$ 0.59
$ 1.90

Dividends per unit $ 0.775
$ 0.72
$ 2.325
$ 2.16
Basic weighted average common units outstanding 102,326
104,730
104,001
104,412
Diluted weighted average common units and common unit equivalents outstanding 102,570
105,143
104,280
104,761

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2017
2016 2017 2016
Net income $ 45,795
$ 43,343
$ 62,734
$ 224,941
Other comprehensive loss:
Change in net unrealized gain on derivative instruments, including SLGOP's share of joint venture net unrealized gain on derivative instruments (217 ) 2,632
(3,812 ) (4,682 )
Change in unrealized gain on marketable securities 44
(30 ) (4,443 ) (900 )
Other comprehensive loss (173 ) 2,602
(8,255 ) (5,582 )
Comprehensive (loss) income 45,622
45,945
54,479
219,359
Net loss (income) attributable to noncontrolling interests 1,474
(836 ) 18,179
(6,245 )
Other comprehensive loss attributable to noncontrolling interests 4
(118 ) 303
257
Comprehensive income attributable to SLGOP $ 47,100
$ 44,991
$ 72,961
$ 213,371


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	415,534	$	20,677	$	528,813	$	214,418
Other comprehensive income (loss):
Increase (decrease) in unrealized value of derivative instruments, including SLGOP's share of joint venture derivative instruments	6,615		6,099		6,565		(48,227)
Increase (decrease) in unrealized value of marketable securities	66		389		314		(2,152)
Other comprehensive income (loss)	6,681		6,488		6,879		(50,379)
Comprehensive income	422,215		27,165		535,692		164,039
Net loss (income) attributable to noncontrolling interests	915		(414)		2,454		(1,145)
Other comprehensive (income) loss attributable to noncontrolling interests	(415)		(317)		(229)		2,664
Comprehensive income attributable to SLGOP	$	422,715	$	26,434	$	537,917	$	165,558

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated ~~Statement~~Statements of Capital

(unaudited, in thousands, except per unit data)

SL Green Operating Partnership Unitholders
Partners' Interest

Series I
Preferred
Units

Common
Units

Common
Unitholders
Accumulated
Other
Comprehensive Income (Loss)
Noncontrolling
Interests
Total
Balance at December 31, 2016 $ 221,932
100,562
$ 7,080,406
$ 22,137
$ 426,436
$ 7,750,911
Net income (loss) 69,655
(18,179 ) 51,476
Other comprehensive loss (7,952 )

(7,952 )
Preferred distributions (11,213 ) (11,213 )
DRSPP proceeds 2
185
185
Conversion of common units 142
15,353
15,353
Reallocation of noncontrolling interests in the operating partnership 2,669
2,669
Equity component of repurchased exchangeable senior notes (27,969 ) (27,969 )
Deferred compensation plan and stock awards, net (6 ) (1,959 ) (1,959 )
Amortization of deferred compensation plan 22,014
22,014
Repurchases of common stock (3,400 ) (349,991 ) (349,991 )
Contribution to consolidated joint venture interests 33,202
33,202
Deconsolidation of partially owned entity (30,203 ) (30,203 )
Contributions - proceeds from stock options exercised 146
12,290
12,290
Cash distributions to noncontrolling interests (45,089 ) (45,089 )
Cash distributions declared ($2.325 per common unit, none of which represented a return of capital for federal income tax purposes) (229,672 ) (229,672 )
Balance at September 30, 2017 $ 221,932
97,446
$ 6,581,768
$ 14,185
$ 366,167
$ 7,184,052


	SL Green Operating Partnership Unitholders
			Partners' Interest
	Series I Preferred Units		Common Units	Common Unitholders		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance at December 31, 2020	$	221,932	68,508	$	4,755,078	$	(67,247)	$	26,032	$	4,935,795


Net income (loss)				105,343				(1,539)		103,804

Other comprehensive income						384				384
Preferred distributions				(7,475)						(7,475)
DRSPP proceeds			7	467						467

Reallocation of noncontrolling interests in the operating partnership				(32,475)						(32,475)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			112	14,319						14,319


Repurchases of common units			(2,781)	(198,887)						(198,887)
Contribution to consolidated joint venture interests								305		305


Cash distributions to noncontrolling interests								(173)		(173)
Issuance of special distribution paid primarily in units			2,034	123,529						123,529
Cash distributions declared ($1.820 per common unit, none of which represented a return of capital for federal income tax purposes)				(125,836)						(125,836)
Balance at June 30, 2021	$	221,932	67,880	$	4,634,063	$	(66,863)	$	24,625	$	4,813,757
Net income (loss)				391,943				(915)		391,028

Other comprehensive income						6,266				6,266
Preferred distributions				(3,738)						(3,738)
DRSPP proceeds			2	146						146

Reallocation of noncontrolling interests in the operating partnership				15,230						15,230

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			(1)	7,932						7,932


Repurchases of common units			(1,016)	(77,957)						(77,957)
Contribution to consolidated joint venture interests								5		5
Sale of interest in partially owned entity								(4,476)		(4,476)


Cash distributions to noncontrolling interests								(5,230)		(5,230)
Issuance of special distribution paid primarily in units				—						—
Cash distributions declared ($0.910 per common unit, none of which represented a return of capital for federal income tax purposes)				(60,748)						(60,748)
Balance at September 30, 2021	$	221,932	66,865	$	4,906,871	$	(60,597)	$	14,009	$	5,082,215

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Capital

(unaudited, in thousands, except per unit data)


	SL Green Operating Partnership Unitholders
			Partners' Interest
	Series I Preferred Units		Common Units	Common Unitholders		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance at December 31, 2019	$	221,932	76,956	$	5,247,868	$	(28,485)	$	75,883	$	5,517,198
Cumulative adjustment upon adoption of ASC 326				(39,184)						(39,184)
Balance at January 1, 2020	$	221,932	76,956	$	5,208,684	$	(28,485)	$	75,883	$	5,478,014
Net income (loss)				178,720				730		179,450
Acquisition of subsidiary interest from noncontrolling interest				(3,123)				1,587		(1,536)
Other comprehensive loss						(53,886)				(53,886)
Preferred distributions				(7,475)						(7,475)
DRSPP proceeds			6	364						364
Conversion of common units			98	8,744						8,744
Reallocation of noncontrolling interests in the operating partnership				31,144						31,144

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			(32)	13,493						13,493


Repurchases of common stock			(5,442)	(360,868)						(360,868)
Contribution to consolidated joint venture interests								8,186		8,186


Cash distributions to noncontrolling interests								(596)		(596)
Cash distributions declared ($1.214 per common unit, none of which represented a return of capital for federal income tax purposes)				(89,272)						(89,272)
Balance at June 30, 2020	$	221,932	71,586	$	4,980,411	$	(82,371)	$	85,790	$	5,205,762
Net income				17,597				414		18,011

Other comprehensive income						6,171				6,171
Preferred distributions				(3,738)						(3,738)
DRSPP proceeds			4	202						202
Conversion of common units			—	—						—
Reallocation of noncontrolling interests in the operating partnership				4,109						4,109

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			3	7,543						7,543


Repurchases of common stock			(624)	(31,127)						(31,127)
Contribution to consolidated joint venture interests								4,219		4,219


Cash distributions to noncontrolling interests								(12,530)		(12,530)
Cash distributions declared ($0.911 per common unit, none of which represented a return of capital for federal income tax purposes)				(64,617)						(64,617)
Balance at September 30, 2020	$	221,932	70,969	$	4,910,380	$	(76,200)	$	77,893	$	5,134,005

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended September 30,
	2021		2020
Operating Activities
Net income	$	528,813	$	214,418
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	179,039		265,048
Equity in net loss from unconsolidated joint ventures	31,321		15,445
Distributions of cumulative earnings from unconsolidated joint ventures	719		576
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate	5,438		—
Purchase price and other fair value adjustments	(209,527)		—
Depreciable real estate reserves and impairment	5,696		6,627
Gain on sale of real estate, net	(285,338)		(163,624)
Loan loss reserves and other investment reserves, net of recoveries	—		27,018



Deferred rents receivable	(6,963)		(3,459)
Non-cash lease expense	11,670		9,735
Other non-cash adjustments	27,868		14,874
Changes in operating assets and liabilities:
Tenant and other receivables	(11,827)		(43,069)
Related party receivables	(4,626)		4,195
Deferred lease costs	(1,267)		(12,472)
Other assets	(118)		(55,301)
Accounts payable, accrued expenses, other liabilities and security deposits	(54,009)		43,256
Deferred revenue	7,412		13,206
Lease liability - operating leases	(33,289)		(8,530)
Net cash provided by operating activities	191,012		327,943
Investing Activities
Acquisitions of real estate property	(152,791)		(86,846)
Additions to land, buildings and improvements	(208,380)		(281,651)

Investments in unconsolidated joint ventures	(76,471)		(39,724)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	749,997		104,300
Net proceeds from disposition of real estate/joint venture interest	541,268		333,037
Cash assumed from consolidation of real estate investment	9,475		—
Proceeds from sale or redemption of marketable securities	4,528		—
Purchases of marketable securities	(10,000)		—
Other investments	2,401		(3,921)
Origination of debt and preferred equity investments	(83,924)		(353,797)
Repayments or redemption of debt and preferred equity investments	110,774		703,625
Net cash provided by investing activities	886,877		375,023

Financing Activities
Proceeds from mortgages and other loans payable	31,219		1,128,775
Repayments of mortgages and other loans payable	(372,300)		(710,352)
Proceeds from revolving credit facility and unsecured notes	925,000		1,275,000
Repayments of revolving credit facility and unsecured notes	(1,165,000)		(1,575,000)
Proceeds from stock options exercised and DRSPP issuance	613		566

Repurchase of common units	(280,623)		(381,992)

Nine Months Ended September 30,
2017
2016
Operating Activities
Net income $ 62,734
$ 224,941
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 331,117
737,195
Equity in net income from unconsolidated joint ventures (14,104 ) (11,969 )
Distributions of cumulative earnings from unconsolidated joint ventures 19,609
19,311
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate (16,166 ) (43,588 )
Depreciable real estate reserves 85,336
10,387
Loss (gain) on sale of real estate, net 3,256
(210,750 )
(Gain) loss on sale of investments in marketable securities (3,262 ) 83
Deferred rents receivable (33,523 ) 40,056
Other non-cash adjustments ⁽¹⁾
18,423
(155,558 )
Changes in operating assets and liabilities:

Restricted cash—operations 6,520
(12,855 )
Tenant and other receivables (2,318 ) 2,714
Related party receivables (8,238 ) (4,167 )
Deferred lease costs (31,479 ) (47,036 )
Other assets (58,068 ) (30,899 )
Accounts payable, accrued expenses, other liabilities and security deposits 1,423
(28,089 )
Deferred revenue and land leases payable 55,361
19,016
Net cash provided by operating activities 416,621
508,792
Investing Activities

Acquisitions of real estate property (25,114 ) (38,005 )
Additions to land, buildings and improvements (251,158 ) (269,182 )
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price 17,431
85,983
Investments in unconsolidated joint ventures (112,697 ) (69,422 )
Distributions in excess of cumulative earnings from unconsolidated joint ventures 279,478
171,472
Net proceeds from disposition of real estate/joint venture interest 116,983
2,419,841
Proceeds from sale or redemption of marketable securities 55,129
6,868
Purchases of marketable securities —
(23,062 )
Other investments 46,955
8,232
Origination of debt and preferred equity investments (935,724 ) (554,803 )
Repayments or redemption of debt and preferred equity investments 707,676
667,251
Net cash (used in) provided by investing activities (101,041 ) 2,405,173

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended September 30,
	2021		2020
Redemption of preferred units	(3,631)		(82,750)
Redemption of OP units	(13,930)		(18,913)
Distributions to noncontrolling interests in other partnerships	(5,403)		(13,126)
Contributions from noncontrolling interests in other partnerships	310		12,404
Acquisition of subsidiary interest from noncontrolling interest	—		(1,536)
Distributions paid on common and preferred units	(217,013)		(233,004)

Tax withholdings related to restricted share awards	(2,989)		(4,752)
Deferred loan costs	(570)		(34,687)
Principal payments of on financing lease liabilities	(434)		(580)
Net cash used in financing activities	(1,104,751)		(639,947)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(26,862)		63,019
Cash, cash equivalents, and restricted cash at beginning of year	372,795		241,430
Cash, cash equivalents, and restricted cash at end of period	$	345,933	$	304,449





Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Conversion of units in the Operating Partnership	$	—	$	8,744
Redemption of units in the Operating Partnership for a joint venture sale	27,586		—
Exchange of preferred equity investment for real estate or equity in joint venture	—		119,467
Exchange of debt investment for real estate or equity in joint venture	9,468		104,211
Assumption of mortgage loan	60,000		—
Issuance of special distribution paid primarily in units	121,418		—
Tenant improvements and capital expenditures payable	16,684		11,993
Fair value adjustment to noncontrolling interest in the Operating Partnership	17,245		35,253
Consolidation of real estate investment	119,444		—
Deconsolidation of a subsidiary	66,837		—
Deconsolidation of a subsidiary mortgage	510,000		5,593
Reversal of assets held for sale	—		391,664
Extinguishment of debt in connection with property dispositions	53,548		—
Mortgages assumed in connection with sale of real estate	—		250,000
Seller financed purchases	—		100,000
Debt and preferred equity investments	8,372		4,638


Removal of fully depreciated commercial real estate properties	7,030		7,906

Distributions to noncontrolling interests	358		—
Share repurchase payable	3,779		10,003
Sale of interest in partially owned entity	4,476		—
Recognition of sales-type leases and related lease liabilities	—		114,974
Recognition of right of use assets and related lease liabilities	115,812		57,500

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

Nine Months Ended September 30,
2017
2016
Financing Activities
Proceeds from mortgages and other loans payable $ 779,650
$ 256,207
Repayments of mortgages and other loans payable (706,056 ) (1,786,034 )
Proceeds from revolving credit facility and senior unsecured notes 1,447,800
1,260,300
Repayments of revolving credit facility and senior unsecured notes (1,270,804 ) (2,269,604 )
Proceeds from stock options exercised and DRIP issuance 12,475
12,404
Repurchase of common stock (349,991 ) —
Redemption of preferred stock (125 ) (2,999 )
Distributions to noncontrolling interests in other partnerships (45,089 ) (11,023 )
Contributions from noncontrolling interests in other partnerships 33,202
2,019
Distributions paid on common and preferred units (262,340 ) (244,046 )
Other obligations related to loan participations 16,737
59,150
Deferred loan costs and capitalized lease obligation (8,993 ) (39,842 )
Net cash used in financing activities (353,534 ) (2,763,468 )
Net (decrease) increase in cash and cash equivalents (37,954 ) 150,497
Cash and cash equivalents at beginning of year 279,443
255,399
Cash and cash equivalents at end of period $ 241,489
$ 405,896

⁽¹⁾ Included in Other non-cash adjustments is $172.4 million for the nine months ended September 30, 2016 for the amortization of the below-market lease at 388-390 Greenwich Street as a result of the tenant exercising their option to purchase the property and entering into an agreement to accelerate the sale.

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of units in the Operating Partnership $ 23,273
$ 51,647
Redemption of units in the Operating Partnership for stock 15,352
12,746
Derivative instruments at fair value 7,362
—
Exchange of debt investment for equity in joint venture —
68,581
Issuance of preferred units relating to a real estate acquisition —
22,793
Tenant improvements and capital expenditures payable 8,926
4,281
Fair value adjustment to noncontrolling interest in Operating Partnership 2,669
4,959
Deconsolidation of subsidiaries 328,643
1,173,570
Transfer of assets related to assets held for sale 273,455
2,048,376
Transfer of liabilities related to assets held for sale 1,290
1,677,528
Deferred leasing payable 810
1,208
Removal of fully depreciated commercial real estate properties 11,158
22,179


	Nine Months Ended September 30,
	2021		2020
Cash and cash equivalents	$	257,941	$	221,404
Restricted cash	87,992		83,045
Total cash, cash equivalents, and restricted cash	$	345,933	$	304,449

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of Contents~~

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements

September 30, ~~2017~~2021

(unaudited)

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 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 SL Green Management Corp., respectively, which isare 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 September 30, ~~2017,~~2021, noncontrolling investors held, in the aggregate, a ~~4.45%~~5.50% 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".~~Statements."

~~Reckson Associates Realty Corp., or Reckson,~~On December 4, 2020, our Board of Directors declared an ordinary dividend and ~~Reckson Operating Partnership, L.P., or ROP, are wholly-owned subsidiaries~~a special dividend (together, "the Total Dividend"). The Total Dividend was paid on January 15, 2021 to shareholders of ~~SL Green Realty Corp.~~

Asrecord at the close of ~~September 30, 2017, we owned~~ business on December 15, 2020 ("the ~~following interests in properties~~Record Date"). Shareholders had the opportunity to elect to receive the Total Dividend in the ~~New York Metropolitan area, primarily~~form of all cash or all stock, subject to proration if either option was oversubscribed. As a result of the elections made, the cash option was oversubscribed and was prorated. Shareholders who elected to receive cash received, for each share of common stock they owned as of the Record Date, approximately $0.3735 in ~~midtown Manhattan. Our investments~~cash and 0.0279 shares of common stock. Shareholders who elected to receive shares received, for each share of common stock they owned as of the Record Date, approximately 0.0343 shares of common stock. The number of shares issued was calculated based on the volume weighted average trading price of SLG's common stock between January 5-7, 2021, of $58.15 per share.

To mitigate the dilutive impact of the common stock issued in the ~~New York Metropolitan area~~special dividend, the Board of Directors also ~~include investments~~authorized a reverse stock split, which was effective after markets closed on January 20, 2021. On January 8, 2021, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.02918-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our common stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or repurchases that occurred following the Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of SLG’s common stock, and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as a result of the cash option being oversubscribed.

Consolidated Unconsolidated Total
Location Property
Type Number of Properties
Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited)
Weighted Average Occupancy(1) (unaudited)
Commercial:

Manhattan Office 24

16,054,606
7
6,558,139
31
22,612,745
93.4 %

Retail 4
(2) 302,583
9
347,970
13
650,553
94.5 %

Development/Redevelopment 7

158,985
4
770,514
11
929,499
59.9 %

Fee Interest 1

176,530
1
—
2
176,530
100.0 %

36

16,692,704
21
7,676,623
57
24,369,327
92.2 %
Suburban Office 22
(3)(4) 3,608,800
2
640,000
24
4,248,800
83.1 %

Retail 1

52,000
—
—
1
52,000
100.0 %

Development/Redevelopment 1

1,000
1
—
2
1,000
100.0 %

24

3,661,800
3
640,000
27
4,301,800
83.3 %
Total commercial properties 60

20,354,504
24
8,316,623
84
28,671,127
90.8 %
Residential:

Manhattan Residential 3
(2) 472,105
12
2,656,856
15
3,128,961
86.4 %
Suburban Residential —

—
—
—
—
—
— %
Total residential properties 3

472,105
12
2,656,856
15
3,128,961
86.4 %
Total portfolio⁽²⁾⁽³⁾
63

20,826,609
36
10,973,479
99
31,800,088
90.4 %


~~(1)~~	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

~~(2)~~

As of September 30, 2017, we owned a building at 315 West 33rd Street, also known as The Olivia, that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included this building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.


~~(3)~~	Includes the properties at 16 Court Street in Brooklyn, New York, and 125 Chubb Avenue in Lyndhurst, New Jersey which are classified as held for sale at September 30, 2017. The sales closed in October 2017.

As of September 30, ~~2017,~~2021, 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 Occupancy(1) (unaudited)
Commercial:
Manhattan	Office		14	8,499,045	10	12,004,183	24	20,503,228	92.5	%
	Retail		2	17,888	9	301,996	11	319,884	94.8	%
	Development/Redevelopment	(1)	8	2,538,284	3	3,275,508	11	5,813,792	N/A
	Fee Interest		1	7,684	—	—	1	7,684	N/A
			25	11,062,901	22	15,581,687	47	26,644,588	92.5	%
Suburban	Office		7	862,800	—	—	7	862,800	80.5	%



Total commercial properties			32	11,925,701	22	15,581,687	54	27,507,388	92.0	%
Residential:
Manhattan	Residential		1	82,250	6	445,934	7	528,184	95.6	%

Total portfolio			33	12,007,951	28	16,027,621	61	28,035,572	92.1	%

(1)The weighted average occupancy for commercial properties represents the total occupied square footage divided by the total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by the total available units. Properties under construction are not included in the calculation of weighted average occupancy.

As of September 30, 2021, we also managed ~~an approximately 336,000 square foot (unaudited)~~2 office ~~building~~buildings owned by a third ~~party~~parties encompassing approximately 2.1 million square feet (unaudited), and held debt and preferred equity investments with a book value of ~~$2.2~~$1.1 billion, ~~including~~ ~~$0.1~~excluding less than $0.1 billion of debt and preferred equity investments and other financing receivables that are included in ~~other~~ balance sheet line items other than the Debt and ~~Preferred Equity Investments~~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.~~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~~one-for-1 basis.

Basis of Quarterly Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company and the Operating Partnership at September 30, ~~2017~~2021 and the results of operations for the periods presented have been included. The operating results for the period presented are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2021. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 of the Company and the Operating Partnership.

The consolidated balance sheet at December 31, ~~2016~~2020 has been derived from the audited financial statements as of that date but dodoes not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Subsequent Events

In October 2021, the Company closed on the sale of 590 Fifth Avenue for a gross sales price of $103.0 million.

2. Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. See Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures." All significant intercompany balances and transactions have been eliminated.

We consolidate a ~~variable interest entity, or~~ 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.

Investment in Commercial Real Estate Properties

On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be other than temporarily impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. We also evaluate our real estate properties for potential impairment when a real estate property has been classified as held for sale. Real estate assets held for sale are valued at the lower of either their carrying value or fair value less costs to sell. We do not believe that there were any indicators of impairment at any of our consolidated properties at September 30, 2017. We recorded no depreciable real estate reserves for the three months ended September 30, 2017, and

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

~~aggregate depreciable real estate reserves of $85.3 million for the nine months ended September 30, 2017. See Note 4, "Property Dispositions".~~

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 ~~three~~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 ~~one~~1 year to 1415 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 ~~one~~1 year to 1415 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount ~~and capitalization~~ 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.

The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the lease grants an option to purchase the asset that we are reasonably certain to exercise, the lease term is for a major part of the remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. At lease commencement the Company records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the present value of the lease payments. If the rate implicit in the lease is known, the Company uses that rate. If the rate implicit in the lease is not known, the Company uses a discount rate reflective of the Company’s collateralized borrowing rate given the term of the lease. To determine the discount rate, the Company employs a third party specialist to develop an analysis based primarily on the observable borrowing rates of the Company, other REITs, and other corporate borrowers with long-term borrowings. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense. On the consolidated balance sheets, financing leases include the amounts previously captioned "Properties under capital lease." 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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with Accounting Standards Codification, or ASC 820. We ~~recognized $4.6 million~~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 ~~$15.8 million of rental revenue for~~depreciation expense is no longer recorded.

For the three and nine months ended September 30, ~~2017, and $0.2 million and $191.4 million~~2021, we recognized a reduction of rental revenue ~~for the three~~of ($0.3 million) and ~~nine months ended September 30, 2016~~($4.0 million), respectively, for the amortization of aggregate ~~below-market~~above-market leases in excess of ~~above-market~~below-market leases ~~and a reduction in lease origination costs,~~ resulting from the allocation of the purchase price of the applicable properties. Included in rental revenue is zero and $172.4 million for the three and nine months ended September 30, 2016, for the amortization of the below-market lease at 388-390 Greenwich Street as a result of the tenant exercising their option to purchase the property and entering into an agreement to accelerate the sale. For the three and nine months ended September 30, ~~2017,~~2020, we recognized ~~as a reduction to interest expense~~$1.6 million and $4.5 million, respectively, of additional rental revenue for the amortization of aggregate below-market leases in excess of above-market rate mortgages of $0.0 million and $0.8 million, respectively. For the three and nine months ended September 30, 2016, we recognized as a reduction to interest expense the amortization of the above-market rate mortgages assumed of $0.7 million and $2.0 million, respectively.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 September 30, ~~2017~~2021 and December 31, ~~2016~~2020 (in thousands):


	September 30, 2021		December 31, 2020
Identified intangible assets (included in other assets):
Gross amount	$	226,709	$	215,673
Accumulated amortization	(191,758)		(190,523)
Net (1)	$	34,951	$	25,150
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	225,029	$	241,409
Accumulated amortization	(218,371)		(230,479)
Net (1)	$	6,658	$	10,930

(1) As of September 30, 2021 and December 31, 2020, no net intangible assets and no net intangible liabilities were reclassified to assets held for sale or liabilities related to assets held for sale.

September 30, 2017 December 31, 2016
Identified intangible assets (included in other assets):
Gross amount $ 474,493
$ 651,099
Accumulated amortization (398,047 ) (410,930 )
Net⁽¹⁾
$ 76,446
$ 240,169
Identified intangible liabilities (included in deferred revenue):
Gross amount $ 639,511
$ 655,930
Accumulated amortization (474,365 ) (464,749 )
Net⁽¹⁾
$ 165,146
$ 191,181
Cash and Cash Equivalents

We consider all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

~~(1)~~

~~As of September 30, 2017 and December 31, 2016,~~ ~~$3.9 million~~ and none, respectively and $1.1 million and none, respectively, of net intangible assets and net intangible liabilities, were reclassified to assets held for sale and liabilities related to assets held for sale.

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 September 30, ~~2017,~~2021, we did not have any debt securities designated as held-to-maturity or trading. We account for our available-for-sale securities at fair value pursuant to ~~Accounting Standards Codification, or~~ ASC 820-10, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. ~~Any unrealized~~The cost of marketable securities sold and the amount reclassified out of accumulated other comprehensive income into earnings is determined using the specific identification method. Credit losses ~~that are determined to be other-than-temporary~~ are recognized in ~~earnings up~~accordance with ASC 326. We account for our equity marketable securities at fair value pursuant to ~~their credit component.~~

ASC 820-10, with the net unrealized gains or losses reported in net income.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

~~The cost~~As of ~~bonds and marketable securities sold is determined using the specific identification method.~~

At September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, we held the following marketable securities (in thousands):


						September 30, 2021		December 31, 2020
Commercial mortgage-backed securities					Commercial mortgage-backed securities	$	24,355	$	28,570
Total marketable securities available-for-sale					Total marketable securities available-for-sale	$	24,355	$	28,570
	September 30, 2017		December 31, 2016
Equity marketable securities	$	—	$	48,315	Equity marketable securities	$	10,073	$	—
Commercial mortgage-backed securities	28,802		36,795
Total marketable securities available-for-sale	$	28,802	$	85,110
Total investment in marketable securities					Total investment in marketable securities	$	34,428	$	28,570

The cost basis of the commercial mortgage-backed securities was $23.0 million and $27.5 million ~~and $36.0 million at~~as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively. These securities mature at various times through ~~2049.~~2035. All securities were in an unrealized gain position as of September 30, 2021 and December 31, 2020 except for 1 security, which had an unrealized loss of $0.5 million and a fair market value of $7.2 million as of September 30, 2021, and an unrealized loss of $0.7 million and a fair value of $7.0 million as December 31, 2020. This marketable security was in a continuous unrealized loss position for more than 12 months as of September 30, 2021 and less than 12 months as of December 31, 2020. We do not intend to sell these securities, and it is more likely than not that we will not be required to sell the investments before recovery of their amortized cost bases.

We held no equity marketable securities as of September 30, ~~2017. The cost basis of the~~2021 and no equity marketable securities ~~was $43.3 million at~~as of December 31, ~~2016.~~2020. We recognized $2.0 million and $0.1 million of unrealized gains for the three and nine months ended September 30, 2021, respectively.

We did not dispose of any debt or equity marketable securities during the three months ended September 30, 2021. During the nine months ended September 30, 2021, we received aggregate net proceeds of $4.5 million from the repayment of 1 debt marketable security. During the three and nine months ended September 30, ~~2017,~~2020, we ~~disposed~~did not dispose of or receive repayment of any debt or equity marketable securities for aggregate net proceeds of $0.8 million and $55.2 million, respectively. During the three and nine months ended September 30, 2016, we disposed of marketable securities for aggregate net proceeds of $1.7 million and $6.9 million, respectively.securities.

Investments in Unconsolidated Joint Ventures

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 ~~the~~each joint ventures' actual and projected ~~discounted~~ cash flows. We do not believe that the values of any of our equity investments were impaired at September 30, ~~2017.~~2021.

~~Reserve~~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.

Lease Classification

Lease classification for ~~Possible Credit Losses~~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 are the owner of tenant improvements for accounting purposes or if the tenant is. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

The ~~expense~~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 ~~possible credit losses~~the building over a base year. In some leases, in ~~connection~~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.

We recognize lease concessions related to COVID-19, such as rent deferrals and abatements, in accordance with the Lease Modification Q&A issued by the FASB in April 2020, which provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. When total cash flows resulting from the modified lease are not substantially similar to the cash flows in the original lease, we account for the concession agreement as a new lease.

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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

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.

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 ~~increase~~adjust the allowance for ~~possible credit~~loan losses to the ~~level that~~appropriate level. Amounts are written off from the allowance when we ~~estimate~~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 ~~adequate,~~collected based on current market and economic conditions, historical loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data and external data which may include, among others, governmental economic projections for the New York City Metropolitan area, public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset class and adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we may also use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be collected for each outcome.

The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment, which include both asset level and market assumptions over the relevant time period.

In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through “3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 - Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or above are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our expectations of current conditions, historical loss information and supportable forecasts described above or whether risk characteristics specific to the loan warrant the use of a probability-weighted model.

Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data ~~considering delinquencies, loss experience and collateral quality. Other factors considered include geographic trends, product diversification,~~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 ~~size of the portfolio and current economic conditions. Based upon these factors, we establish a provision for possible credit loss on each individual investment. When it is probable that we~~investment will be ~~unable~~reclassified at its expected amount to ~~collect all amounts contractually due,~~be collected.

Other financing receivables that are included in balance sheet line items other than the ~~investment is considered impaired.~~

~~Where impairment is indicated on an investment that is held to maturity, a valuation allowance is~~Debt and preferred equity investments line are also measured ~~based upon the excess of the recorded investment amount over~~at the net ~~fair value~~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.

Table of ~~the collateral. Any deficiency between the carrying amount of an asset~~Contents

SL Green Realty Corp. and ~~the calculated value of the collateral is charged~~SL Green Operating Partnership, L.P.

Notes to expense. We continue to assess or adjust our estimates based on circumstances of a loan and the underlying collateral. If additional information reflects increased recovery of our investment, we will adjust our reserves accordingly. There were no loan reserves recorded during the three and nine months ended Consolidated Financial Statements (cont.)

September 30, ~~2017 and 2016.~~2021

(unaudited)

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 ~~SL Green's~~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 ~~SL Green's~~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.

~~Pursuant to amendments to the Code that became effective January 1, 2001, we~~We have elected, and may elect in the future, to treat certain of our ~~existing or newly created~~ 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 and state income tax liability for these entities.

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

During the three months ended September 30, 2021, we recorded no Federal, state and local tax provision. During the nine months ended September 30, ~~2017,~~2021, we recorded a Federal, state and local tax ~~provisions~~provision of ~~$0.1 million~~$1.5 million. During the three months ended September 30, 2020, we recorded no Federal, state and ~~$2.8 million, respectively.~~local provision. During the nine months ended September 30, 2020 we recorded a Federal, state and local provision of $2.0 million.

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.

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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

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 ~~evaluations~~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 ~~primarily~~ located in ~~Manhattan. We also have properties located in Brooklyn, Long Island, Westchester County, Connecticut and~~the New ~~Jersey.~~York metropolitan area. The tenants located in our buildings operate in various industries. Other than ~~two tenants, Credit Suisse Securities (USA), Inc. and~~1 tenant, Viacom ~~International,~~CBS Inc., ~~who account~~which accounted for ~~8.8% and 6.7%~~6.3% of our share of annualized cash rent as of September 30, 2021, 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 rent, atas of September 30, ~~2017.~~ 2021.

For the three months ended September 30, ~~2017, 8.9%, 6.3%, 6.2%, and 5.4%~~2021, the following properties contributed more than 5.0% of our ~~share of~~annualized cash rent from office properties, including our ~~share of joint venture annualized rent, was attributable to 1515 Broadway, 11 Madison Avenue, 1185 Avenue of the Americas, and 420 Lexington Avenue, respectively. Our~~ share of annualized cash rent ~~for all other properties was below 5.0%.~~from joint venture office properties:


Property			Three months ended September 30, 2021
11 Madison Avenue			10.5%
420 Lexington Ave (Graybar)			8.0%
1515 Broadway			7.9%
1185 Avenue of the Americas			7.6%
280 Park Avenue			6.5%
919 Third Avenue			5.2%
485 Lexington Avenue			5.1%
555 West 57th Street			5.1%
100 Church Street			5.0%

Reclassification

Certain prior year balances have been reclassified to conform to our current year presentation.

Accounting Standards Updates

In August ~~2017,~~2020, the FASB issued Accounting ~~Standards~~Standard Update, ~~(ASU)~~or "ASU," No. ~~2017-12,~~2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging ~~(Topic 815), Targeted Improvements~~- Contracts in Entity's Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to ~~Accounting~~qualify for ~~Hedging Activities. The amendments~~the derivative scope exception and also simplifies the diluted earnings per share calculation in the new standard will permit more flexibility in hedging interest rate risk for both variable rate and fixed rate financial instruments. The standard will also enhance the presentation of hedge results in the financial statements. The guidancecertain areas. ASU 2020-06 is effective for ~~fiscal years~~reporting periods beginning after December 15, ~~2018 and~~2021, with early adoption is permitted. ~~The Company has not yet adopted the guidance, and does not expect a material impact on the Company’s consolidated financial statements when the new standard is implemented.~~

In May 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-09, Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting. The guidance clarifies the changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in Topic 718. The guidance is effective for fiscal years beginning after December 15, 2017 and early adoption is permitted. The Company has not yet adopted the guidance.

In February 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-05 to clarify the scope of Subtopic 610-20 as well as provide guidance on accounting for partial sales of nonfinancial assets. Subtopic 610-20 was issued in May 2014 as part of ASU 2014-09. The Company anticipates adopting this guidance January 1, 2018, and applying the modified retrospective approach. The Company isWe are currently evaluating the impact of ~~adopting~~the adoption of ASU 2020-06 on our consolidated financial statements, but do not believe the adoption of this ~~new accounting~~ standard will have a material impact on ~~the Company’s~~our consolidated financial statements.

In ~~January, 2017,~~March 2020, the FASB issued ASU No. ~~2017-01, Business Combinations~~2020-04 Reference Rate Reform (Topic ~~805): Clarifying~~848) Facilitation of the ~~Definition~~Effects of ~~a Business.~~Reference Rate Reform on Financial Reporting and then in January 2021, the FASB issued ASU No. 2021-01. The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance ~~clarifies~~is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. During the ~~definition~~first quarter of ~~a business~~2020, the Company elected to apply the hedge accounting expedients related to probability and ~~provides~~the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance ~~to assist with determining whether transactions should be accounted for~~and may apply other elections as ~~acquisitions of assets or businesses. The main provision is that an acquiree is not a business if substantially~~

applicable as additional changes in the market occur.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

all of the fair value of the gross assets is concentrated in a single identifiable asset or group of assets. The Company adopted the guidance on the issuance date effective January 5, 2017. The Company expects that most of our real estate acquisitions will be considered asset acquisitions under the new guidance and that transaction costs will be capitalized to the investment basis which is then subject to a purchase price allocation based on relative fair value.

In ~~November 2016,~~July 2021, the FASB issued ASU No. ~~2016-18, Statement of Cash Flows~~2021-05 Leases (Topic ~~230): Restricted Cash.~~842) Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference rate index or a rate. The ~~guidance will require entities to show~~update provides criteria, that if met, the ~~changes on the total cash, cash equivalents, restricted cash~~lease would be classified and ~~restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between these items on the statement of cash flows. The guidance~~accounted for as an operating lease. ASU 2021-05 is effective for ~~fiscal years~~reporting periods beginning after December 15, ~~2017, including interim periods within those fiscal years. Early~~2021, with early adoption is permitted. ~~The Company has not yet adopted this new guidance and is~~We are currently evaluating the impact of ~~adopting this new accounting standard~~the adoption of ASU 2021-05 on ~~the Company’s~~our consolidated financial ~~statements.~~

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The ASU provides final guidance on eight cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investees, separately identifiable cash flows and application of the predominance principle, and others. The amendments in the ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the guidance effective January 1, 2017 and there was no impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted after December 2018. The Company has not yet adopted this new guidance and is currently evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the guidance effective January 1, 2017 and there was no material impact on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments Equity Method and Joint Ventures (Topic 323). The guidance eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The Company adopted the guidance effective January 1, 2017 and there was no impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. The guidance requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the previous standard. Depending on the lease classification, lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by a lessor is largely unchanged from that applied under the previous standard. One of the impacts on the Company will be the presentation and disclosure in the financial statements, of non-lease components such as charges to tenants for a building’s operating expenses. The non-lease components will be presented separately from the lease components in both the Consolidated Statements of Operations and Consolidated Balance Sheets. Another impact is the measurement and presentation of ground leases under which the Company is lessee. The Company is required to record a liability for the obligation to make payments under the lease and an asset for the right to use the underlying asset during the lease term and will also apply the new expense recognition requirements given the lease classification. The Company is currently quantifying these impacts. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company anticipates adopting this guidance January 1, 2019 and will apply the modified retrospective approach.

In January 2016, the FASB issued ASU 2016-01 (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The guidance requires entities to measure equity investments thatbut do not ~~result in consolidation and are not accounted for under the equity method at fair value and to record changes in instruments-specific credit risk for financial liabilities~~

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

measured under the fair value option in other comprehensive income. The guidance is effective for fiscal years beginning after December 15, 2017, and for interim periods therein. The Company has not yet adopted this new guidance and is currently evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements.

In May 2014, the FASB issued a new comprehensive revenue recognition guidance which requires us to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services (ASU 2014-09). The FASB also issued implementation guidance in March 2016, April 2016 and May 2016 - ASU’s 2016-08, 2016-10 and 2016-12, respectively.

These ASUs are effective for annual and interim periods beginning after December 15, 2017. The Company will adopt this guidance January 1, 2018. Since the Company’s revenue is related to leasing activities,believe the adoption of this ~~guidance~~standard will ~~not~~ have a material impact on ~~the~~our consolidated financial statements. The new guidance is applicable to service contracts with joint ventures for which the Company earns property management fees, leasing commissions and development and construction fees. The adoption of this new guidance does not change the accounting for these fees as the pattern of recognition of revenue does not change with the new guidance. We will continue to recognize revenue over time on these contracts because the customer simultaneously receives and consumes the benefits provided by our performance. Thus, the analysis of our contracts under the new revenue recognition standard is consistent with our current revenue recognition model.

3. Property Acquisitions

~~During~~The following table summarizes the properties acquired during the nine months ended September 30, ~~2017,~~2021:

Property

Acquisition Date

Property Type

Approximate Square Feet

Gross Asset Valuation
(in millions)

885 Third Avenue (1)

January 2021

Fee Interest

625,000

387.9

461 Fifth Avenue (2)

June 2021

Fee Interest

200,000

28.0

1591-1597 Broadway (3)

September 2021

Fee Interest

7,684

121.0

690 Madison Avenue (4)

September 2021

Fee Interest

7,848

72.2

(1)In January 2021, pursuant to the partnership documents of our 885 Third Avenue investment, certain participating rights of the common member expired. As a result, it was determined that this investment is a VIE of which we ~~did not~~are the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value. Prior to January 2021, the investment was accounted for under the equity method. See Note 6, "Investments in Unconsolidated Joint Ventures" and Note 16, "Fair Value Measurements."

(2)In April 2021, the Company exercised its option to acquire ~~any properties~~the fee interest in the property from the ground lessor and the Company acquired the fee interest in June 2021. The Company held the leasehold interest in the property prior to exercising its option.

(3)A third party has asserted ownership rights to the fee, which the Company is contesting.

(4)In September 2021, the Company was the successful bidder for the fee interest in 690 Madison Avenue at the foreclosure of the asset. The property previously served as collateral for a ~~third party.~~debt and preferred equity investment. We recorded the assets acquired and liabilities assumed at fair value. See Note 5, "Debt and Preferred Equity Investments" and Note 16, "Fair Value Measurements."

4. Properties Held for Sale and Property Dispositions

Properties Held for Sale

~~During the three months ended September 30, 2017, we entered into an agreement to sell the property at 16 Court Street in Brooklyn, New York, for a gross sales price of $171.0 million.~~

As of September 30, ~~2017, 16 Court Street in Brooklyn, New York and 125 Chubb in Lyndhurst, New Jersey~~2021, no properties were classified as held for sale. ~~We closed on the sale of both properties in October 2017.~~

Property Dispositions

The following table summarizes the properties ~~sold~~disposed of during the nine months ended September 30, ~~2017:~~2021:


Property	Disposition Date	Property Type	Approximate Square Feet	Gross Asset Valuation (in millions)		Gain (Loss) (in millions) (1)
712 Madison Avenue (2)	January 2021	Fee Interest	6,600	$	43.0	$	(1.4)
133 Greene Street (3)	February 2021	Fee Interest	6,425	15.8		0.2
106 Spring Street (3)	March 2021	Fee Interest	5,928	35.0		(2.8)
635-641 Sixth Avenue	June 2021	Fee Interest	267,000	325.0		99.4
220 East 42nd Street (4)	July 2021	Fee Interest	1,135,000	783.5		175.1

(1)The gains (losses) on sale are net of $11.7 million of employee compensation accrued in connection with the realization of the investment gains during the nine months ended September 30, 2021. Additionally, the amounts do not include adjustments for expenses recorded in subsequent periods.

(2)Disposition resulted from the buyer exercising its purchase option under a ground lease arrangement.

(3)In the first quarter of 2021, the property was foreclosed by the lender.

(4)In July 2021, the Company sold a 49% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and the deconsolidation of the 51.0% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of $206.8 million, which is reflected in the Company's consolidated statements of operations within Purchase price and other fair value adjustments. See Note 6, "Investments in Unconsolidated Joint Venture."

Property Disposition Date Property Type Approximate Square Feet
Sales Price⁽¹⁾
(in millions)

Gain (loss)⁽²⁾
(in millions)
885 Third Avenue ⁽³⁾
February 2016 Fee Interest 607,000
$ 453.0
$ (8.8 )
520 White Plains Road April 2017 Office 180,000
21.0
(14.6 )
102 Greene Street ⁽⁴⁾
April 2017 Retail 9,200
43.5
4.9
680-750 Washington Boulevard July 2017 Office 325,000
97.0
(44.2 )


~~(1)~~	~~Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.~~


~~(2)~~	The gain on sale for 102 Greene Street is net of $0.9 million in employee compensation awards accrued in connection with the realization of the investment gain as a bonus to certain employees that were instrumental in realizing the gain on sale. Additionally, gain on sale amounts do not include adjustments for expenses recorded in subsequent periods.


~~(3)~~	In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and as a result the property remained on our consolidated financial statements until the criteria was met in April 2017.


~~(4)~~	In April 2017, we closed on the sale of a 90% interest 102 Greene Street and had subsequently accounted for our interest in the property as an investment in unconsolidated joint ventures. We sold the remaining 10% interest in September 2017. See Note 6, "Investments in Unconsolidated Joint Ventures".

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

5. Debt and Preferred Equity Investments

Below is ~~the rollforward analysis~~a summary of the activity ~~relating to~~in our debt and preferred equity investments for the nine months ended September 30, 2021 and the twelve months ended December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Balance at beginning of year (1)	$	1,076,542	$	1,580,306
Debt investment originations/fundings/accretion (2)	104,358		389,300
Preferred equity investment originations/accretion (2)	9,823		167,042
Redemptions/sales/syndications/equity ownership/amortization (3)	(145,196)		(1,048,643)
Net change in loan loss reserves	6,583		(11,463)
Balance at end of period (1)	$	1,052,110	$	1,076,542

(1)Net of unamortized fees, discounts, and premiums.

(2)Accretion includes amortization of fees and discounts and paid-in-kind investment income.

(3)Certain participations in debt investments that were sold or syndicated, but did not meet the conditions for sale accounting, are included in Other assets and Other liabilities on the consolidated balance sheets.

Below is a summary of our debt and preferred equity investments as of September 30, ~~2017~~2021 (dollars in thousands):


	Floating Rate					Fixed Rate					Total Carrying Value		Senior Financing		Weighted Average Yield at End of Period	Maturity (1)
Type	Carrying Value		Face Value		Interest Rate	Carrying Value		Face Value		Interest Rate
Senior Mortgage Debt	$	17,995	$	18,241	L + 3.50%	$	1,250	$	1,250	3.50%	$	19,245	$	—	6.57%	2021 - 2022

Mezzanine Debt	263,499		264,778		L + 4.95% - 12.97%	499,757		510,116		2.90% - 14.30%	763,256		4,637,210		6.53%	2021 - 2029
Preferred Equity	—		—		—	269,609		270,850		6.50% - 11.00%	269,609		1,962,750		9.90%	2022 - 2027
Balance at end of period	$	281,494	$	283,019		$	770,616	$	782,216		$	1,052,110	$	6,599,960

(1)Excludes available extension options to the extent they have not been exercised as of the date of this filing.

The following table is a rollforward of our total allowance for loan losses for the nine months ended September 30, 2021 and the twelve months ended December 31, ~~2016~~2020 (in thousands):


	September 30, 2021		December 31, 2020
Balance at beginning of year	$	13,213	$	1,750
Cumulative adjustment upon adoption of ASC 326	—		27,803
Current period provision for loan loss	—		20,693
Write-offs charged against the allowance(1)	(6,583)		(37,033)
Balance at end of period(2)	$	6,630	$	13,213

September 30, 2017 December 31, 2016
Balance at beginning of period ⁽¹⁾
$ 1,640,412
$ 1,670,020
Debt Investment Originations/Accretion ⁽²⁾
944,494
1,009,176
Preferred Equity Investment Originations/Accretion ⁽²⁾
144,013
5,698
Redemptions/Sales/Syndications/Amortization ⁽³⁾
(708,180 ) (1,044,482 )
Balance at end of period ⁽¹⁾
$ 2,020,739
$ 1,640,412


~~(1)~~	~~Net of unamortized fees, discounts, and premiums.~~


~~(2)~~	~~Accretion includes amortization of fees and discounts and paid-in-kind investment income.~~


~~(3)~~	Certain participations in debt investments that were sold or syndicated did not meet the conditions for sale accounting are included in other assets and other liabilities on the consolidated balance sheets.

~~Debt Investments~~(1)Includes $0.3 million and $19.0 million of charges recorded against investments that were sold during the nine months ended September 30, 2021 and the year ended December 31, 2020, respectively. These charges are included in loan loss and other investment reserves, net of recoveries, in our consolidated statements of operations for the year ended December 31, 2020.

(2)As of September 30, ~~2017~~2021, all financing receivables on non-accrual had an allowance for loan loss except for 1 debt investment with a carrying value of $225.4 million.

As of September 30, 2021 and December 31, ~~2016, we held~~2020, all debt and preferred equity investments were performing in accordance with their respective terms, with the ~~following debt investments~~exception of 1 investment with ~~an aggregate weighted average current yield~~a carrying value, net of ~~9.49%, excluding our investment~~reserves, of $6.8 million, as discussed in ~~Two Herald Square, at~~the Debt Investments table further below.

No other financing receivables were 90 days past due as of September 30, ~~2017 (in thousands):~~2021 and December 31, 2020 with the exception of a $27.7 million financing receivable included in Other assets, which was put on non-accrual in August 2018 as a result of an interest default.

Loan Type
September 30, 2017
Future Funding
Obligations
September 30, 2017 Senior
Financing
September 30, 2017
Carrying Value ⁽¹⁾

December 31, 2016
Carrying Value ⁽¹⁾

Maturity
Date ⁽²⁾
Fixed Rate Investments:
Mortgage/Jr. Mortgage Loan⁽³⁾
$ —
$ —
$ 250,164
$ —
April 2017
Mortgage Loan⁽⁴⁾
—
—
26,352
26,311
February 2019
Mortgage Loan —
—
275
380
August 2019
Mezzanine Loan^(5a)
—
1,160,000
201,757
—
March 2020
Mezzanine Loan —
15,000
3,500
3,500
September 2021
Mezzanine Loan —
147,000
24,909
—
April 2022
Mezzanine Loan —
87,595
12,697
12,692
November 2023
Mezzanine Loan^(5b)
—
115,000
12,930
12,925
June 2024
Mezzanine Loan —
95,000
30,000
30,000
January 2025
Mezzanine Loan —
340,000
15,000
15,000
November 2026
Mezzanine Loan —
1,657,500
55,250
—
June 2027
Mezzanine Loan⁽⁶⁾
—
—
—
66,129

Jr. Mortgage Participation/Mezzanine Loan ⁽⁷⁾
—
—
—
193,422

Total fixed rate $ —
$ 3,617,095
$ 632,834
$ 360,359

Floating Rate Investments:
Mortgage/Mezzanine Loan⁽⁸⁾
622
—
23,372
20,423
October 2017
Mezzanine Loan^(5c)
—
85,000
15,340
15,141
December 2017
Mezzanine Loan^(5d)
—
65,000
14,832
14,656
December 2017
Mezzanine Loan^(5e)
795
—
15,132
15,051
December 2017
Mortgage/Mezzanine Loan⁽⁹⁾
—
125,000
29,966
29,998
January 2018
Mezzanine Loan —
40,000
19,964
19,913
April 2018
Jr. Mortgage Participation —
117,808
34,899
34,844
April 2018
Mezzanine Loan 523
20,523
10,916
10,863
August 2018
Mortgage/Mezzanine Loan —
—
19,914
19,840
August 2018
Mortgage Loan —
65,000
14,935
14,880
August 2018

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

The following table sets forth the carrying value of our debt and preferred equity investment portfolio by risk rating as of September 30, 2021 and December 31, 2020 (dollars in thousands):


Risk Rating	September 30, 2021		December 31, 2020
1 - Low Risk Assets - Low probability of loss	$	693,139	$	695,035
2 - Watch List Assets - Higher potential for loss	352,081		365,167
3 - High Risk Assets - Loss more likely than not	6,890		16,340
	$	1,052,110	$	1,076,542

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 September 30, 2021 (dollars in thousands):


	As of September 30, 2021
Risk Rating	2021(1)		2020(1)		2019(1)		Prior(1)		Total
1 - Low Risk Assets - Low probability of loss	$	64,515	$	276,930	$	57,230	$	294,464	$	693,139
2 - Watch List Assets - Higher potential for loss	—		—		253,096		98,985		352,081
3 - High Risk Assets - Loss more likely than not	—		—		—		6,890		6,890
	$	64,515	$	276,930	$	310,326	$	400,339	$	1,052,110

(1) Year in which the investment was originated or acquired by us or in which a material modification occurred.

We have determined that we have 1 portfolio segment of financing receivables as of September 30, 2021 and December 31, 2020 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 $50.3 million and $66.2 million as of September 30, 2021 and December 31, 2020, respectively. The Company recorded no provisions for loan losses related to these financing receivables for the three and nine months ended September 30, 2021. The Company recorded no provision and $6.3 million for loan losses related to these financing receivables for three and nine months ended September 30, 2020, respectively. All of these loans have a risk rating of 2 and were performing in accordance with their respective terms with the exception of 1 financing receivable, which was put on nonaccrual in August 2018, that has a risk rating of 3 and a carrying value as of September 30, 2021 of $2.5 million.

Loan Type
September 30, 2017
Future Funding
Obligations
September 30, 2017 Senior
Financing
September 30, 2017
Carrying Value ⁽¹⁾

December 31, 2016
Carrying Value ⁽¹⁾

Maturity
Date ⁽²⁾
Mortgage/Mezzanine Loan⁽¹⁰⁾
—
—
16,957
16,960
September 2018
Mezzanine Loan —
37,500
14,801
14,648
September 2018
Mezzanine Loan 2,325
45,025
34,782
34,502
October 2018
Mezzanine Loan —
335,000
74,683
74,476
November 2018
Mezzanine Loan —
33,000
26,907
26,850
December 2018
Mezzanine Loan 1,050
171,939
58,598
56,114
December 2018
Mezzanine Loan 8,267
289,621
71,067
63,137
December 2018
Mezzanine Loan 5,197
229,084
74,314
64,505
December 2018
Mezzanine Loan —
45,000
12,156
12,104
January 2019
Mortgage/Mezzanine Loan ^(5f)
30,101
—
158,757
—
January 2019
Mezzanine Loan 6,081
24,086
7,812
5,410
January 2019
Mezzanine Loan —
38,000
21,927
21,891
March 2019
Mezzanine Loan 279
173,700
36,936
—
April 2019
Mezzanine Loan —
265,000
24,798
24,707
April 2019
Mortgage/Jr. Mortgage Participation Loan 29,661
194,094
69,705
65,554
August 2019
Mezzanine Loan 2,034
187,500
37,835
37,322
September 2019
Mortgage/Mezzanine Loan 49,933
—
130,350
111,819
September 2019
Mortgage/Mezzanine Loan 30,494
—
38,934
33,682
January 2020
Mezzanine Loan⁽¹¹⁾
6,794
537,748
72,597
125,911
January 2020
Mezzanine Loan 7,164
33,587
10,988
—
July 2020
Jr. Mortgage Participation/Mezzanine Loan —

60,000

15,627

15,606
July 2021
Mezzanine Loan —
280,000
34,124
—
August 2022
Mezzanine Loan⁽¹²⁾
—
—
—
15,369

Mortgage/ Mezzanine Loan⁽⁶⁾
—
—
—
32,847

Mortgage/Mezzanine Loan⁽⁶⁾
—
—
—
22,959

Mezzanine Loan⁽¹³⁾
—
—
—
14,957

Mortgage/Mezzanine Loan⁽¹⁴⁾
—
—
—
145,239

Total floating rate $ 181,320
$ 3,498,215
$ 1,243,925
$ 1,232,178

Total $ 181,320
$ 7,115,310
$ 1,876,759
$ 1,592,537


~~(1)~~	~~Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.~~


~~(2)~~	~~Represents contractual maturity, excluding any unexercised extension options.~~

~~(3)~~

These loans were purchased at par in April and May 2017 and were in maturity default at the time of acquisition. At the time the loans were purchased, the Company expected to collect all contractually required payments, including interest. In August 2017, the Company determined that it was probable that the loans would not be repaid in full and therefore, the loans were put on non-accrual status. No impairment was recorded as the Company believes that the fair value of the property exceeds the carrying amount of the loans. The loans had an outstanding balance including accrued interest of $259.3 million at the time that they were put on non-accrual status.


~~(4)~~	In September 2014, we acquired a $26.4 million mortgage loan at a $0.2 million discount and a $5.7 million junior mortgage participation at a $5.7 million discount. The junior mortgage participation was a nonperforming loan at acquisition, is currently on non-accrual status and has no carrying value.


~~(5)~~	Carrying value is net of the following amounts that were sold or syndicated, which are included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) $1.2 million, (b) $12.0 million, (c) $14.6 million, (d) $14.1 million, (e) $5.1 million, and (f) $21.2 million


~~(6)~~	~~This loan was repaid in June 2017.~~


~~(7)~~	~~This loan was repaid in March 2017.~~


~~(8)~~	~~This loan was extended in October 2017.~~


~~(9)~~	~~This loan was extended in January 2017.~~


~~(10)~~	~~This loan was extended in September 2017.~~


~~(11)~~	~~$66.1 million of outstanding principal was syndicated in February 2017.~~


~~(12)~~	~~This loan was repaid in September 2017.~~


~~(13)~~	~~This loan was contributed to a joint venture in May 2017.~~

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

Debt Investments


~~(14)~~	~~This loan was repaid in January 2017.~~

As of September 30, 2021 and December 31, 2020, we held the following debt investments with an aggregate weighted average current yield of 6.53% as of September 30, 2021 (dollars in thousands):


Loan Type	September 30, 2021 Future Funding Obligations		September 30, 2021 Senior Financing		September 30, 2021 Carrying Value (1)		December 31, 2020 Carrying Value (1)		Maturity Date (2)
Fixed Rate Investments:
Mortgage/Mezzanine Loan (3)	$	—	$	—	$	56,250	$	56,244	October 2021
Mezzanine Loan	—		280,000		42,889		41,057		August 2022
Mezzanine Loan (4)	—		370,642		225,367		225,204		June 2023
Mezzanine Loan	—		272,659		64,515		—		June 2023
Mezzanine Loan (5a)(6)	—		105,000		13,366		13,366		June 2024
Mezzanine Loan	—		95,000		30,000		30,000		January 2025
Mezzanine Loan (7)	—		1,712,750		55,250		55,250		June 2027
Mezzanine Loan	—		85,000		20,000		20,000		December 2029
Junior Mortgage	—		—		—		32,888
Mezzanine Loan	—		—		—		3,500
Total fixed rate	$	—	$	2,921,051	$	507,637	$	477,509
Floating Rate Investments:
Mezzanine Loan	—		275,000		49,996		49,956		April 2022
Mezzanine Loan	5,209		179,763		37,230		35,318		July 2022
Mezzanine Loan (5b)	—		1,115,000		132,249		127,915		March 2022
Mezzanine Loan	4,268		54,000		7,697		6,958		May 2022
Mortgage and Mezzanine Loan	30,437		—		27,729		14,011		December 2022
Mezzanine Loan	47,497		92,396		26,594		19,889		May 2023
Junior Mortgage Participation/Mezzanine Loan (8)	—		—		—		15,733
Mezzanine Loan	—		—		—		29,106
Mortgage Loan	—		—		—		53,574
Total floating rate	$	87,411	$	1,716,159	$	281,495	$	352,460
Allowance for loan loss	—		—		(6,630)		(13,213)
Total	$	87,411	$	4,637,210	$	782,502	$	816,756

(1)Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.

(2)Represents contractual maturity, excluding any unexercised extension options.

(3)In November 2021, this loan was extended to December 2021.

(4)This loan was put on non-accrual in July 2020 and remains on non-accrual as of September 30, 2021. No investment income has been recognized subsequent to it being put on non-accrual. The Company is in discussions with the borrower.

(5)Carrying value is net of the following amounts that were sold or syndicated, which are included in Other assets and Other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) $12.0 million, and (b) $0.4 million.

(6)This loan went into default and was put on non-accrual in June 2020 and remains on non-accrual as of September 30, 2021. No investment income has been recognized subsequent to it being put on non-accrual. The Company is in discussions with the borrower. Additionally, we determined the borrower entity to be a VIE which we are not the primary beneficiary.

(7)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. The Company will be contesting the filing, on the basis that the filing was done in bad faith and in violation of HNA's agreements with the Company.

(8)In September 2021, the Company was the successful bidder for the fee interest in 690 Madison Avenue at the foreclosure of the asset, at which time the Company's outstanding principal and accrued interest balance were credited to our equity investment in the property. See Note 3, "Property Acquisitions" and Note 16, "Fair Value Measurements."

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Preferred Equity Investments

As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, we held the following preferred equity investments with an aggregate weighted average current yield of ~~6.98%~~ at 9.90% as of September 30, ~~2017~~ ~~(in~~2021 (dollars in thousands):


Type	September 30, 2021 Future Funding Obligations		September 30, 2021 Senior Financing		September 30, 2021 Carrying Value (1)		December 31, 2020 Carrying Value (1)		Mandatory Redemption (2)
Preferred Equity (3)	$	—	$	1,712,750	$	159,218	$	154,691	June 2022
Preferred Equity	—		250,000		110,390		105,095		February 2027
Total Preferred Equity	$	—	$	1,962,750	$	269,608	$	259,786
Allowance for loan loss	—		—		—		—
Total	$	—	$	1,962,750	$	269,608	$	259,786

Type September 30, 2017
Future Funding
Obligations September 30, 2017
Senior
Financing
September 30, 2017
Carrying Value ⁽¹⁾

December 31, 2016
Carrying Value ⁽¹⁾

Mandatory
Redemption ⁽²⁾
Preferred Equity⁽³⁾
$ —
$ 272,000
$ 143,980
$ —
April 2021
Preferred Equity⁽⁴⁾
—
—
—
9,982

Preferred Equity⁽⁵⁾
—
—
—
37,893

Total $ —
$ 272,000
$ 143,980
$ 47,875

(1)Carrying value is net of deferred origination fees.


~~(1)~~	~~Carrying value is net of deferred origination fees.~~


~~(2)~~	~~Represents contractual maturity, excluding any unexercised extension options.~~

~~(3)~~

In February 2016, we closed on the sale of 885 Third Avenue and retained a preferred equity position in the property. The sale did not meet the criteria for sale accounting under the full accrual method in ASC 360-20, Property, Plant and Equipment - Real Estate Sales. As a result the property remained on our consolidated balance sheet until the criteria was met in April 2017 at which time the property was deconsolidated and the preferred equity investment was recognized.


~~(4)~~	~~This investment was redeemed in May 2017.~~


~~(5)~~	~~This investment was redeemed in April 2017.~~

~~At September 30, 2017~~(2)Represents contractual maturity, excluding any unexercised extension options.

(3)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. The Company will be contesting the filing, on the basis that the filing was done in bad faith and ~~December 31, 2016, all debt and preferred equity investments were performing~~ in ~~accordance~~violation of HNA's agreements with the terms of the relevant investments, with the exception of a mortgage and junior mortgage participation purchased in maturity default in May 2017 and April 2017 discussed in subnote 3 of the Debt Investments table above and a junior mortgage participation acquired in September 2014, which was acquired for zero and has a carrying value of zero, as further discussed in subnote 4 of the Debt Investments table above.Company.

We have determined that we have one portfolio segment of financing receivables at September 30, 2017 and 2016 comprising commercial real estate which is primarily recorded in debt and preferred equity investments. Included in other assets is an additional amount of financing receivables totaling ~~$65.6 million~~ ~~and $99.5 million at September 30, 2017 and December 31, 2016, respectively. No financing receivables were 90 days past due at September 30, 2017.~~

6. Investments in Unconsolidated Joint Ventures

We have investments in several real estate joint ventures with various partners. As of September 30, ~~2017,~~2021, the book value of these investments was $3.0 billion, net of investments with negative book values totaling $100.2 million for which we have an implicit commitment to fund future capital needs.

As of September 30, 2021, 800 Third Avenue, 21 East 66th Street, ~~605 West 42~~^nd ~~Street, 333 East 22nd Street, One Vanderbilt,~~ and certain properties within the Stonehenge Portfolio are VIEs in which we are not the primary beneficiary. ~~Our net equity investment in these VIEs was $598.7 million as of September 30, 2017.~~ As of December 31, ~~2016, 650 Fifth Avenue,~~2020, 800 Third Avenue, 21 East 66th Street, 605 West 42^nd ~~Street, 333 East 22nd~~42nd Street, and certain properties within the Stonehenge Portfolio were VIEs in which we were not the primary beneficiary. Our net equity investment in these VIEs was ~~$220.1~~$87.4 million and $134.0 million as of September 30, 2021 and December 31, ~~2016.~~2020, respectively. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies." All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting. ~~The table below provides general information on each of our joint ventures as of September 30, 2017:~~

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

Property Partner
Ownership
Interest⁽¹⁾
Economic
Interest ⁽¹⁾
Unaudited Approximate Square Feet
Acquisition Date⁽²⁾
Acquisition
Price⁽²⁾(in thousands)
100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000
February 2000 $ 95,800
717 Fifth Avenue Jeff Sutton/Private Investor 10.92% 10.92% 119,500
September 2006 251,900
800 Third Avenue Private Investors 60.52% 60.52% 526,000
December 2006 285,000
1745 Broadway Ivanhoe Cambridge, Inc. 56.87% 56.87% 674,000
April 2007 520,000
Jericho Plaza Onyx Equities/Credit Suisse 11.67% 11.67% 640,000
April 2007 210,000
11 West 34th Street Private Investor/
Jeff Sutton 30.00% 30.00% 17,150
December 2010 10,800
3 Columbus Circle⁽³⁾
The Moinian Group 48.90% 48.90% 741,500
January 2011 500,000
280 Park Avenue Vornado Realty Trust 50.00% 50.00% 1,219,158
March 2011 400,000
1552-1560 Broadway⁽⁴⁾
Jeff Sutton 50.00% 50.00% 57,718
August 2011 136,550
724 Fifth Avenue Jeff Sutton 50.00% 50.00% 65,010
January 2012 223,000
10 East 53rd Street Canadian Pension Plan Investment Board 55.00% 55.00% 354,300
February 2012 252,500
521 Fifth Avenue Plaza Global
Real Estate Partners LP 50.50% 50.50% 460,000
November 2012 315,000
21 East 66th Street⁽⁵⁾
Private Investors 32.28% 32.28% 13,069
December 2012 75,000
650 Fifth Avenue⁽⁶⁾
Jeff Sutton 50.00% 50.00% 69,214
November 2013 —
121 Greene Street Jeff Sutton 50.00% 50.00% 7,131
September 2014 27,400
175-225 Third Street Brooklyn, New York KCLW 3rd Street LLC/LIVWRK LLC 95.00% 95.00% —
October 2014 74,600
55 West 46th Street Prudential Real Estate Investors 25.00% 25.00% 347,000
November 2014 295,000
Stonehenge Portfolio ⁽⁷⁾
Various Various Various 1,439,016
February 2015 36,668
131-137 Spring Street Invesco Real Estate 20.00% 20.00% 68,342
August 2015 277,750
605 West 42nd Street The Moinian Group 20.00% 20.00% 927,358
April 2016 759,000
11 Madison Avenue PGIM Real Estate 60.00% 60.00% 2,314,000
August 2016 2,605,000
333 East 22nd Street ⁽⁸⁾
Private Investors 33.33% 33.33% 26,926
August 2016 —
400 E 57th Street⁽⁹⁾
BlackRock, Inc and Stonehenge Partners 51.00% 41.00% 290,482
October 2016 170,000
One Vanderbilt ⁽¹⁰⁾
National Pension Service of Korea/Hines Interest LP 71.01% 71.01% —
January 2017 3,310,000
Mezzanine Loan ⁽¹¹⁾
Private Investors 33.33% 33.33% —
May 2017 15,000


~~(1)~~	~~Ownership interest and economic interest represent the Company's interests in the joint venture~~The table below provides general information on each of our joint ventures as of ~~September 30, 2017. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes below.~~


~~(2)~~	Acquisition date and price represent the date on which the Company initially acquired an interest in the joint venture and the actual or implied gross purchase price for the joint venture on that date. Acquisition date and price are not adjusted for subsequent acquisitions or dispositions of interest.


~~(3)~~	As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred.


~~(4)~~	The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately 13,045 square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.


~~(5)~~	~~We hold a 32.28% interest in three retail and two residential units at the property and a 16.14% interest in three residential units at the property.~~

~~(6)~~

The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and our joint venture partner executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value.


~~(7)~~	~~In March 2017, the Company sold a partial interest in the Stonehenge Portfolio as further described under Sale of Joint Venture Interest or Properties below.~~


~~(8)~~	~~The joint venture acquired a leasehold interest in the property in October 2016.~~

~~(9)~~

In October 2016, the Company sold a 49% interest in this property to an investment account managed by BlackRock, Inc. The Company's interest in the property was sold within a consolidated joint venture owned 90% by the Company and 10% by Stonehenge. The transaction resulted in the deconsolidation of the venture's remaining 51% interest in the property. The Company's joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on the Company's balance sheet.


~~(10)~~	In January 2017, the Company admitted two partners, National Pension Service of Korea and Hines Interest LP, into the One Vanderbilt Avenue development project. In April 2017, the criteria for deconsolidation were met, and the development is shown within investments in unconsolidated joint ventures. The

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

September 30, ~~2017~~2021:

~~(unaudited)~~


Property	Partner	Ownership Interest (1)	Economic Interest (1)	Unaudited Approximate Square Feet
100 Park Avenue	Prudential Real Estate Investors	49.90%	49.90%	834,000
717 Fifth Avenue	Wharton Properties/Private Investor	10.92%	10.92%	119,500
800 Third Avenue	Private Investors	60.52%	60.52%	526,000
919 Third Avenue	New York State Teacher's Retirement System	51.00%	51.00%	1,454,000
11 West 34th Street	Private Investor/Wharton Properties	30.00%	30.00%	17,150
280 Park Avenue	Vornado Realty Trust	50.00%	50.00%	1,219,158
1552-1560 Broadway (2)	Wharton Properties	50.00%	50.00%	57,718
10 East 53rd Street	Canadian Pension Plan Investment Board	55.00%	55.00%	354,300
21 East 66th Street (3)	Private Investors	32.28%	32.28%	13,069
650 Fifth Avenue (4)	Wharton Properties	50.00%	50.00%	69,214
121 Greene Street	Wharton Properties	50.00%	50.00%	7,131
Stonehenge Portfolio	Various	Various	Various	1,439,016
11 Madison Avenue	PGIM Real Estate	60.00%	60.00%	2,314,000
One Vanderbilt Avenue	National Pension Service of Korea/Hines Interest LP	71.01%	71.01%	1,657,198
Worldwide Plaza (5)	RXR Realty / New York REIT	24.95%	24.95%	2,048,725
1515 Broadway	Allianz Real Estate of America	56.87%	56.87%	1,750,000
2 Herald Square	Israeli Institutional Investor	51.00%	51.00%	369,000
115 Spring Street	Private Investor	51.00%	51.00%	5,218
15 Beekman (6)	A fund managed by Meritz Alternative Investment Management	20.00%	20.00%	221,884
85 Fifth Avenue	Wells Fargo	36.30%	36.30%	12,946
One Madison Avenue (7)	National Pension Service of Korea/Hines Interest LP	50.50%	50.50%	1,048,700
220 East 42nd Street (8)	A fund managed by Meritz Alternative Investment Management	51.00%	51.00%	1,135,000

(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of September 30, 2021. Changes in ownership or economic interests within the current year are disclosed in the notes below.

(2)The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.

(3)We hold a 32.28% interest in 3 retail units and 1 residential unit at the property and a 16.14% interest in 2 residential units at the property.

(4)The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.

(5)In May 2021, the Company and RXR Realty jointly acquired the 1.2% interest in the property previously held by a private investor. This resulted in an increase in the Company's ownership interest of 0.6%.

(6)In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.

(7)In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and the deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted in the recognition of a fair value adjustment of $187.5 million in 2020 and a fair value adjustment of $2.7 million during the nine months ended September 30, 2021. The fair value of our investment was determined by the terms of the joint venture agreement. The partners have committed aggregate equity to the project totaling no less than ~~$525~~$492.2 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of ~~29.0%~~49.5%. AtAs of September 30, ~~2017~~2021, the total of the ~~two~~2 partners' ownership interests based on equity contributed was ~~3.49%~~9.0%.

~~(11)~~

In May 2017, the Company contributed a mezzanine loan secured by a commercial property in midtown Manhattan to a joint venture and retained a 33.33% interest in the venture. The carrying value is net of $10.0 million that was sold, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting. In October 2017, the initial maturity date of November 2017 was extended to November 2018.

~~Acquisition, Development~~(8)In July 2021, the Company sold a 49% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and ~~Construction Arrangements~~

~~Based on~~ the ~~characteristics~~deconsolidation of the ~~following arrangements,~~51.0% interest we retained. We recorded our investment at fair value which ~~are similar to those~~resulted in the recognition of ~~an investment, combined with~~a fair value adjustment of $206.8 million during the ~~expected residual profit of not greater than 50%, we have accounted for these debt~~three and ~~preferred equity investments under the equity method. As of~~nine months ended September 30, ~~2017~~2021. The fair value of our investment was determined by the terms of the joint venture agreement.

Table of Contents

SL Green Realty Corp. and ~~December 31, 2016, the carrying value for acquisition, development and construction arrangements were as follows (in thousands):~~SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Loan Type September 30, 2017 December 31, 2016 Maturity Date
Mezzanine Loan and Preferred Equity⁽¹⁾
$ 100,000
$ 100,000
March 2018
Mezzanine Loan⁽²⁾
44,881
45,622
February 2022
Mezzanine Loan⁽³⁾
25,854
24,542
July 2036
$ 170,735
$ 170,164


~~(1)~~	~~These loans were extended in February 2017.~~


~~(2)~~	We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP.


~~(3)~~	~~The Company has the ability to convert this loan into an equity position starting in 2021 and the borrower is able to force this conversion in 2024.~~

~~Sale~~Disposition of Joint Venture Interests or Properties

The following table summarizes the investments in unconsolidated joint ventures ~~sold~~disposed of during the nine months ended September 30, ~~2017:~~2021:


Property	Ownership Interest Disposed	Disposition Date	Gross Asset Valuation (in millions)		(Loss) Gain on Sale (in millions) (1) (2)
885 Third Avenue (3)	N/A	January 2021	N/A		N/A
55 West 46th Street - Tower 46	25.0%	March 2021	$	275.0	$	(15.2)
605 West 42nd Street - Sky	20.0%	June 2021	858.1		8.9
400 East 57th Street (4)	41.0%	September 2021	133.5		(1.0)

Property Ownership Interest Disposition Date Type of Sale
Gross Asset Valuation
(in thousands)⁽¹⁾

Gain
on Sale
(in thousands)⁽²⁾
Stonehenge Portfolio (partial) Various March 2017 Ownership Interest $ 300,000
$ 871
102 Greene Street 10.00% September 2017 Ownership Interest $ 43,500
$ 283
(1)Represents the Company's share of the gain or loss.


~~(1)~~	~~Represents implied gross valuation for the joint venture or sales price of the property.~~


~~(2)~~	~~Represents the Company's share of the gain.~~

(2)The (losses) gains on sale are net of $1.4 million of employee compensation accrued in connection with the realization of the investment gains during the nine months ended September 30, 2021. Additionally, the amounts do not include adjustments for expenses recorded in subsequent periods.

(3)In ~~May 2017,~~January 2021, pursuant to the partnership documents of our 885 Third Avenue investment, certain participating rights of the common member expired. As a result, it was determined that we are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."

(4)Prior to the close of the transaction and in connection with the contract we entered into to sell the property in April 2021, we recorded a ~~joint venture that owned two mezzanine notes secured by interests~~charge of $5.7 million, which is included in Depreciable real estate reserves and impairment in the ~~entity that owns 76 11th Avenue was repaid after the joint venture received repayment~~consolidated statements of ~~the underlying loans.~~operations.

In May 2017, we recognized a gain of $13.0 million related to the sale in May 2014 of our ownership interest in 747 Madison Avenue. The sale did not meet the criteria for sale accounting at that time and, therefore, remained on our consolidated financial statements. The sale criteria was met in the second quarter of 2017 resulting in recognition of the deferred gain on the sale.

Joint Venture Mortgages and Other Loans Payable

We generally finance our joint ventures with non-recourse debt. In certain cases we ~~have provided~~may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The ~~first~~ mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases atas of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, are as follows ~~(amounts~~(dollars in thousands):


Property	Economic Interest ⁽¹⁾		Maturity Date	Interest Rate ⁽²⁾		September 30, 2017		December 31, 2016		Property	Economic Interest (1)		Current Maturity Date	Final Maturity Date (2)	Interest Rate (3)			September 30, 2021		December 31, 2020
Fixed Rate Debt:										Fixed Rate Debt:
521 Fifth Avenue	50.50	%	November 2019	3.73	%	$	170,000	$	170,000
717 Fifth Avenue ⁽³⁾	10.92	%	July 2022	4.45	%	300,000		300,000
717 Fifth Avenue (mortgage)										717 Fifth Avenue (mortgage)	10.92	%	July 2022			4.45	%	$	300,000	$	300,000
717 Fifth Avenue (mezzanine)										717 Fifth Avenue (mezzanine)	10.92	%	July 2022			5.50	%	355,328		355,328
650 Fifth Avenue (mortgage)										650 Fifth Avenue (mortgage)	50.00	%	October 2022			4.46	%	210,000		210,000
650 Fifth Avenue (mezzanine)										650 Fifth Avenue (mezzanine)	50.00	%	October 2022			5.45	%	65,000		65,000
21 East 66th Street										21 East 66th Street	32.28	%	April 2023	April 2028		3.60	%	12,000		12,000
919 Third Avenue										919 Third Avenue	51.00	%	June 2023			5.12	%	500,000		500,000
1515 Broadway										1515 Broadway	56.87	%	March 2025			3.93	%	806,627		820,607
11 Madison Avenue										11 Madison Avenue	60.00	%	September 2025			3.84	%	1,400,000		1,400,000
800 Third Avenue										800 Third Avenue	60.52	%	February 2026			3.37	%	177,000		177,000
Worldwide Plaza										Worldwide Plaza	24.95	%	November 2027			3.98	%	1,200,000		1,200,000
One Vanderbilt Avenue										One Vanderbilt Avenue	71.01	%	July 2031			2.95	%	3,000,000		—
Stonehenge Portfolio (4)										Stonehenge Portfolio (4)	Various		Various			3.50	%	195,685		195,899
400 East 57th Street										400 East 57th Street						0		—		97,024
885 Third Avenue										885 Third Avenue						0		—		272,000
Total fixed rate debt										Total fixed rate debt								$	8,221,640	$	5,604,858
Floating Rate Debt:										Floating Rate Debt:
1552 Broadway (5)										1552 Broadway (5)	50.00	%	October 2021	October 2022	L+	2.65	%	$	195,000	$	195,000
2 Herald Square (5)										2 Herald Square (5)	51.00	%	November 2021	November 2023	L+	1.45	%	214,500		214,500
11 West 34th Street										11 West 34th Street	30.00	%	January 2022	January 2023	L+	1.45	%	23,000		23,000
280 Park Avenue (6)										280 Park Avenue (6)	50.00	%	September 2022	September 2024	L+	1.73	%	1,200,000		1,200,000
121 Greene Street										121 Greene Street	50.00	%	November 2022		L+	2.00	%	13,367		15,000
220 East 42nd Street										220 East 42nd Street	51.00	%	June 2023	June 2025	L+	2.75	%	510,000		—
115 Spring Street										115 Spring Street	51.00	%	September 2023		L+	3.40	%	65,550		65,550

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)


Property	Economic Interest (1)		Current Maturity Date	Final Maturity Date (2)	Interest Rate (3)			September 30, 2021		December 31, 2020
100 Park Avenue	49.90	%	December 2023	December 2025	L+	2.25	%	360,000		360,000
15 Beekman (7)	20.00	%	January 2024	July 2025	L+	1.50	%	32,687		11,212
10 East 53rd Street	55.00	%	February 2025	February 2025	L+	1.35	%	220,000		220,000
One Madison Avenue (8)	50.50	%	November 2025	November 2026	L+	3.35	%	106,049		—
21 East 66th Street	32.28	%	June 2033	June 2033	T+	2.75	%	643		677
One Vanderbilt Avenue								—		1,210,329
605 West 42nd Street						0		—		550,000
55 West 46th Street						0		—		192,524
Total floating rate debt								$	2,940,796	$	4,257,792
Total joint venture mortgages and other loans payable								$	11,162,436	$	9,862,650
Deferred financing costs, net								(139,427)		(113,446)
Total joint venture mortgages and other loans payable, net								$	11,023,009	$	9,749,204

Property
Economic
Interest ⁽¹⁾
Maturity Date
Interest
Rate ⁽²⁾
September 30, 2017 December 31, 2016
717 Fifth Avenue ⁽³⁾
10.92 % July 2022 5.50 % 355,328
355,328
650 Fifth Avenue 50.00 % October 2022 4.95 % 225,000
—
21 East 66th Street 32.28 % April 2023 3.60 % 12,000
12,000
3 Columbus Circle 48.90 % March 2025 3.61 % 350,000
350,000
11 Madison Avenue 60.00 % September 2025 3.84 % 1,400,000
1,400,000
800 Third Avenue 60.52 % February 2026 3.37 % 177,000
177,000
400 East 57th Street 41.00 % November 2026 3.00 % 100,000
100,000
Stonehenge Portfolio ⁽⁴⁾
Various
Various 4.17 % 359,095
362,518
1745 Broadway ⁽⁵⁾

—
340,000
Total fixed rate debt $ 3,448,423
$ 3,566,846
Floating Rate Debt:
55 West 46th Street ⁽⁶⁾
25.00 % October 2017 3.52 % $ 165,328
$ 157,322
175-225 Third Street Brooklyn, New York 95.00 % December 2017 5.25 % 40,000
40,000
Jericho Plaza ⁽⁷⁾
11.67 % March 2018 5.37 % 79,530
76,993
724 Fifth Avenue 50.00 % April 2018 3.64 % 275,000
275,000
1552 Broadway ⁽⁸⁾
50.00 % April 2018 5.41 % 185,410
185,410
280 Park Avenue ⁽⁹⁾
50.00 % September 2019 3.09 % 1,200,000
900,000
121 Greene Street 50.00 % November 2019 2.72 % 15,000
15,000
1745 Broadway ⁽¹⁰⁾
56.87 % January 2020 3.07 % 345,000
—
10 East 53rd Street 55.00 % February 2020 3.47 % 170,000
125,000
131-137 Spring Street 20.00 % August 2020 2.77 % 141,000
141,000
11 West 34th Street 30.00 % January 2021 2.68 % 23,000
23,000
100 Park Avenue 49.90 % February 2021 2.97 % 360,000
360,000
One Vanderbilt ⁽¹¹⁾
71.01 % September 2021 4.72 % 271,229
—
605 West 42nd Street ⁽¹²⁾
20.00 % August 2027 2.84 % 550,000
539,000
21 East 66th Street 32.28 % June 2033 3.62 % 1,667
1,726
Stonehenge Portfolio Various
April 2018 2.47 % 55,340
65,577
650 Fifth Avenue ⁽¹³⁾
—
77,500
Total floating rate debt $ 3,877,504
$ 2,982,528
Total joint venture mortgages and other loans payable $ 7,325,927
$ 6,549,374
Deferred financing costs, net (127,318 ) (95,408 )
Total joint venture mortgages and other loans payable, net $ 7,198,609
$ 6,453,966


~~(1)~~	~~Economic interest represent~~(1)Economic interest represents the Company's interests in the joint venture as of ~~September 30, 2017. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures note above.~~


~~(2)~~	~~Effective weighted average interest rate for the three months ended September 30, 2017, taking into account interest rate hedges in effect during the period.~~


~~(3)~~	These loans are comprised of a $300.0 million fixed rate mortgage loan and $355.3 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.


~~(4)~~	~~Amount is comprised of $34.0 million, $137.7 million, $172.5 million, and $14.9 million in fixed-rate mortgages that mature in November 2017, August 2019, June 2024, and February 2027, respectively.~~


~~(5)~~	~~In January 2017, this loan was refinanced with a floating rate loan as shown above.~~


~~(6)~~	This loan has a committed amount of $190.0 million, of which $24.7 million was unfunded as of September 30, 2017. In October 2017, this loan was refinanced with a new $195.0 million mortgage loan with a floating interest rate of 213 basis points over 30-day LIBOR and a maturity date of November 2020.


~~(7)~~	~~The property secures a two year $100.0 million loan, of which $79.5 million is currently outstanding.~~


~~(8)~~	These loans are comprised of a $145.0 million mortgage loan and a $41.5 million mezzanine loan. As of September 30, 2017, $0.6 million of the mortgage loan and $0.5 million of the mezzanine loan were unfunded. In October 2017, this loan was refinanced with a new $195.0 million mortgage loan with a floating interest rate of 265 basis points over 30-day LIBOR and a maturity date of October 2020.


~~(9)~~	~~In August 2017, this loan was refinanced with a new~~ ~~$1.075 billion~~ ~~mortgage loan and a new~~ ~~$125.0 million~~ ~~mezzanine loan, which carry floating interest rates of~~ ~~148~~ ~~basis points over 30-day LIBOR and 385 basis points over 30-day LIBOR, respectively. Both the mortgage loan and mezzanine loan initially mature in September 2019.~~


~~(10)~~	~~This loan has a committed amount of~~ ~~$375.0 million, of which~~ ~~$30.0 million~~ ~~was unfunded as of September 30, 2017.~~

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

September 30, ~~2017~~2021. 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.

~~(unaudited)~~

~~(11)~~

~~This loan is a~~ ~~$1.5 billion~~ ~~construction facility in connection with the development of One Vanderbilt. This facility bears interest at~~ ~~350~~ ~~basis points over 30-day LIBOR, with reduction~~(2)Reflects exercise of all available options. The ability to exercise extension options may be subject to certain tests based on ~~meeting certain conditions, and has an initial~~ ~~five-year term with~~ ~~twoone-year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts.~~


~~(12)~~	~~In August 2017, this loan was refinanced with a new $550.0 million mortgage note, with a floating interest rate of 144 basis points over 30-day LIBOR and a maturity date of August 2027.~~


~~(13)~~	~~In September 2017, this loan was refinanced with a fixed rate loan as shown above.~~

~~We act as~~ the operating ~~partner~~performance of the property.

(3)Interest rates as of September 30, 2021, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over the 30-day LIBOR ("L") or 1-year Treasury ("T").

(4)Comprised of 3 mortgages totaling $132.4 million that mature in April 2028 and ~~day-to-day manager~~2 mortgages totaling $63.5 million that mature in July 2029.

(5)In October 2021, the maturity date of this loan was extended by one year.

(6)In September 2021, the maturity date of this loan was extended by one year.

(7)This loan is a $125.0 million construction facility. Advances under the loan are subject to costs incurred.

(8)The loan is a $1.25 billion construction facility with an initial term of five years with 1, one year extension option. Advances under the loan are subject to costs incurred. In conjunction with the loan, we provided partial guarantees for ~~all our joint ventures, except for 800 Third Avenue, Jericho Plaza, 280 Park Avenue, 3 Columbus Circle, 21 East 66th Street, 175-225 Third Street, 605 West 42nd Street, 400 East 57th Street,~~interest and principal payments, the ~~Stonehenge Portfolio.~~ amounts of which are based on certain construction milestones and operating metrics.

We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned ~~$2.9~~$5.3 million and ~~$28.1~~$12.0 million from these services, net of our ownership share of the joint ventures, for the three and nine months ended September 30, ~~2017,~~2021, respectively. We earned ~~$2.0~~$2.2 million and ~~$4.5~~$6.1 million from these services, net of our ownership share of the joint ventures, for the three and nine months ended September 30, ~~2016,~~2020, 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, at September 30, ~~2017~~2021 and December 31, ~~2016~~2020 are as follows (in thousands):

September 30, 2017 December 31, 2016
Assets
Commercial real estate property, net $ 9,944,280
$ 9,131,717
Cash and restricted cash 370,596
328,455
Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance 267,244
232,778
Debt and preferred equity investments, net 201,731
336,164
Other assets 636,365
683,481
Total assets $ 11,420,216
$ 10,712,595
Liabilities and members' equity
Mortgages and other loans payable, net $ 7,198,609
$ 6,453,966
Deferred revenue/gain 340,310
356,414
Other liabilities 411,261
391,500
Members' equity 3,470,036
3,510,715
Total liabilities and members' equity $ 11,420,216
$ 10,712,595
Company's investments in unconsolidated joint ventures $ 2,045,796
$ 1,890,186

~~The combined statements of operations for the unconsolidated joint ventures, for the three and nine months ended September 30, 2017 and 2016, are as follows (in thousands):~~


	September 30, 2021		December 31, 2020
Assets (1)
Commercial real estate property, net	$	14,720,722	$	16,143,880
Cash and restricted cash	791,702		357,076
Tenant and other receivables, related party receivables, and deferred rents receivable	506,129		403,883

Other assets	1,840,483		2,001,612
Total assets	$	17,859,036	$	18,906,451
Liabilities and equity (1)
Mortgages and other loans payable, net	$	11,023,009	$	9,749,204
Deferred revenue	1,216,079		1,341,571
Lease liabilities	982,309		1,002,563
Other liabilities	308,300		464,107
Equity	4,329,339		6,349,006
Total liabilities and equity	$	17,859,036	$	18,906,451
Company's investments in unconsolidated joint ventures	$	3,028,084	$	3,823,322

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Total revenues $ 216,100
$ 184,221
$ 643,210
$ 498,308
Operating expenses 38,055
34,727
115,996
89,147
Ground rent 4,182
3,744
12,612
10,670
Real estate taxes 37,282
30,814
107,391
79,356
Interest expense, net of interest income 61,066
51,789
176,096
147,876
Amortization of deferred financing costs 4,030
7,155
17,994
17,667
Transaction related costs —
5,359
146
5,359
Depreciation and amortization 61,447
56,890
198,556
132,035
Total expenses 206,062
190,478
628,791
482,110
Loss on early extinguishment of debt (7,638 ) —
(7,638 ) (1,606 )
Net income (loss) before gain on sale $ 2,400
$ (6,257 ) $ 6,781
$ 14,592
Company's equity in net income (loss) from unconsolidated joint ventures $ 4,078
$ (3,968 ) $ 14,104
$ 11,969

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

(1)At September 30, 2021, $429.2 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 three and nine months ended September 30, 2021 and 2020, are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total revenues	$	314,288	$	292,929	$	905,017	$	846,967
Operating expenses	54,157		44,650		142,800		131,578
Real estate taxes	58,367		56,459		166,974		161,566
Operating lease rent	5,644		6,385		16,931		18,947
Interest expense, net of interest income	90,710		79,723		248,588		245,685
Amortization of deferred financing costs	10,661		5,575		24,249		15,197

Depreciation and amortization	119,537		103,262		351,372		300,700
Total expenses	339,076		296,054		950,914		873,673
Loss on early extinguishment of debt	(1,158)		—		(2,484)		—
Net loss before gain on sale	$	(25,946)	$	(3,125)	$	(48,381)	$	(26,706)
Company's equity in net loss from unconsolidated joint ventures	$	(15,487)	$	(432)	$	(31,321)	$	(15,445)

7. Deferred Costs

Deferred costs atas of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Deferred leasing costs	$	401,826	$	447,002
Less: accumulated amortization	(277,189)		(269,834)
Deferred costs, net	$	124,637	$	177,168

September 30, 2017 December 31, 2016
Deferred leasing costs $ 464,788
$ 468,971
Less: accumulated amortization (216,807 ) (201,371 )
Deferred costs, net $ 247,981
$ 267,600

~~8. Mortgages and Other Loans Payable~~

~~The first mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments at~~ ~~September 30, 2017~~ ~~and December 31, 2016, respectively, were as follows (amounts in thousands):~~

Property
Maturity
Date

Interest
Rate ⁽¹⁾
September 30, 2017 December 31, 2016
Fixed Rate Debt:
Unsecured Loan June 2018 4.81 % $ 16,000
$ 16,000
One Madison Avenue May 2020 5.91 % 494,264
517,806
762 Madison Avenue February 2022 5.00 % 771
7,694
100 Church Street July 2022 4.68 % 218,237
221,446
919 Third Avenue ⁽²⁾
June 2023 5.12 % 500,000
500,000
420 Lexington Avenue October 2024 3.99 % 300,000
300,000
1515 Broadway March 2025 3.93 % 876,613
888,531
400 East 58th Street ⁽³⁾
November 2026 3.00 % 40,000
40,000
Landmark Square January 2027 4.90 % 100,000
100,000
485 Lexington Avenue February 2027 4.25 % 450,000
450,000
1080 Amsterdam ⁽⁴⁾
February 2027 3.58 % 36,363
—
315 West 33rd Street February 2027 4.17 % 250,000
—
Series J Preferred Units ⁽⁵⁾
April 2051 3.75 % 4,000
4,000
885 Third Avenue ⁽⁶⁾

—
267,650
FHLBNY Facility ⁽⁷⁾
—
105,000
FHLBNY Facility ⁽⁷⁾
—
100,000
Total fixed rate debt $ 3,286,248
$ 3,518,127
Floating Rate Debt:
719 Seventh Avenue February 2018 4.27 % $ 41,171
$ 37,388
183, 187 Broadway & 5-7 Dey Street May 2018 3.92 % 58,000
58,000
2016 Master Repurchase Agreement July 2018 3.73 % 184,642
184,642
220 East 42nd Street October 2020 2.82 % 275,000
275,000
One Vanderbilt Avenue ⁽⁸⁾

—
64,030
1080 Amsterdam ⁽⁹⁾

—
3,525
Total floating rate debt $ 558,813
$ 622,585
Total fixed rate and floating rate debt $ 3,845,061
$ 4,140,712
Mortgages reclassed to liabilities related to assets held for sale —
—
Total mortgages and other loans payable $ 3,845,061
$ 4,140,712
Deferred financing costs, net of amortization (40,887 ) (66,882 )
Total mortgages and other loans payable, net $ 3,804,174
$ 4,073,830


~~(1)~~	~~Effective weighted average interest rate for the quarter ended September 30, 2017, taking into account interest rate hedges in effect during the period.~~


~~(2)~~	~~We own a 51.0% controlling interest in the consolidated joint venture that is the borrower on this loan.~~


~~(3)~~	~~The loan carries a fixed interest rate of~~ ~~3.00%~~ ~~for the first~~ ~~5 years~~ ~~and is prepayable without penalty in year~~ 5.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

8. Mortgages and Other Loans Payable


~~(4)~~	~~The loan is comprised~~ The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments as of a ~~$35.5 million~~ ~~mortgage loan and~~ ~~$0.9 million~~ ~~subordinate loan with a fixed interest rate of~~ ~~3.50%~~ ~~and~~ ~~7.00%, respectively, for the first~~ ~~5 years~~ ~~and is prepayable without penalty in year~~ 5.

~~(5)~~

In connection with the acquisition of a commercial real estate property, the Operating Partnership issued $4.0 million, 3.75% Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of $1,000 per unit. The Series J Preferred Units are accounted for as debt because they can be redeemed in cash by the Operating Partnership on the earlier of (i) the date of the sale of the property or (ii) April 30, 2051 or at the option of the unitholders as provided for in the related agreement.


~~(6)~~	In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting at that time. In April 2017, the mortgage was refinanced by the buyer, resulting in the Company deconsolidating the property from its financial statements in the second quarter of 2017.


~~(7)~~	~~The facility was repaid in January 2017.~~

~~(8)~~

In September 2016, we closed on a $1.5 billion construction facility in connection with the development of One Vanderbilt Avenue. In January 2017, we admitted two partners, National Pension Service of Korea and Hines Interest LP, into the One Vanderbilt Avenue development project. In April 2017, the criteria for deconsolidation were met, and the development is shown within investments in unconsolidated joint ventures. See Note 6, "Investments in Unconsolidated Joint Ventures".


~~(9)~~	~~In January 2017, this loan was refinanced with a fixed rate loan as shown above.~~

At September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, were as follows (dollars in thousands):


Property	Current Maturity Date	Final Maturity Date (1)	Interest Rate (2)		September 30, 2021		December 31, 2020
Fixed Rate Debt:
100 Church Street	July 2022	July 2022		4.68%	$	201,405	$	204,875
420 Lexington Avenue	October 2024	October 2040		3.99%	290,032		294,035
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
1080 Amsterdam (3)	February 2027	February 2027		3.59%	34,716		34,773
Total fixed rate debt					$	1,076,153	$	1,083,683
Floating Rate Debt:
185 Broadway (4)	November 2021	November 2023	L+	2.85%	$	189,699	$	158,478
609 Fifth Avenue	March 2022	March 2025	L+	2.95%	52,882		57,651
719 Seventh Avenue	September 2023	September 2023	L+	1.20%	50,000		50,000
690 Madison Avenue	July 2024	July 2025	L+	1.00%	60,000		—
220 East 42nd Street (5)				0	—		510,000
133 Greene Street					—		15,523
106 Spring Street					—		38,025
FHLB Facility					—		10,000
FHLB Facility					—		15,000
FHLB Facility					—		35,000
712 Madison Avenue					—		28,000
2017 Master Repurchase Agreement (6)					—		—
Total floating rate debt					$	352,581	$	917,677


Total mortgages and other loans payable					$	1,428,734	$	2,001,360
Deferred financing costs, net of amortization					(6,447)		(21,388)
Total mortgages and other loans payable, net					$	1,422,287	$	1,979,972

(1)Reflects exercise of all available options. The ability to exercise extension options may be subject to certain tests based on the operating performance of the property.

(2)Interest rate as of September 30, 2021, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over the 30-day LIBOR, unless otherwise specified.

(3)The loan is comprised of a $33.9 million mortgage loan and $0.9 million mezzanine loan with a fixed interest rate of 350 basis points and 700 basis points, respectively, for the first five years and is prepayable without penalty at the end of fifth year.

(4)This loan is a $225.0 million construction facility, with reductions in interest cost based on meeting certain conditions, and has an initial three year term with 2 one year extension options. In October 2021, an extension option was exercised, and the maturity date of this loan was extended by one year. Advances under the loan are subject to incurred costs and funded equity requirements.

(5)In July 2021, the Company sold a 49% interest in the property. See Note 4, "Property Dispositions."

(6)In June 2021, we exercised a one year extension option which extended the maturity date to June 2022. As of September 30, 2021, there was no outstanding balance on the $400 million facility.

As of September 30, 2021 and December 31, 2020, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable ~~not including assets held for sale,~~ was approximately ~~$6.7~~$2.1 billion and ~~$6.0~~$2.5 billion, respectively.

Federal Home Loan Bank of New York ("FHLB") Facility

~~The~~As of December 31, 2020, the Company’s wholly-owned subsidiary, ~~Belmont~~Ticonderoga Insurance Company, or ~~Belmont,~~Ticonderoga, a ~~New York~~Vermont licensed captive insurance company, was a member of the Federal Home Loan Bank of New York, or FHLBNY. ~~In January 2017, all~~As a member, Ticonderoga was able to borrow funds ~~borrowed~~ from the FHLBNY in the form of secured advances that bore interest at a floating rate. As a result of a Final Ruling from the Federal Housing Finance Authority, the regulator of the Federal Home Loan Bank system, all captive insurance company memberships were terminated as of February 2021. As such, all advances to Ticonderoga were repaid prior to such termination.

Table of Contents

SL Green Realty Corp. and ~~Belmont's membership was terminated in February 2017.~~SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Master Repurchase ~~Agreements~~Agreement

The Company ~~has~~ entered into ~~two~~a Master Repurchase ~~Agreements,~~Agreement, or ~~MRAs,~~MRA, known as the ~~2016 MRA and~~ 2017 MRA, which ~~provide~~provides us with the ability to sell certain ~~debt~~mortgage 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 agreement by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase ~~facilities~~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 debt 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 ~~recollateralize~~collateralize the facility with additional assets from our portfolio of debt investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional ~~liquidity through~~liquidity. As of September 30, 2021, there have been no margin calls on the ~~2012 credit facility, as defined below.~~2017 MRA.

In ~~June 2017,~~April 2018, we ~~entered into~~increased the ~~2017 MRA, with a~~ maximum facility capacity offrom $300.0 million to $400.0 million. The facility bears interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advance rate and ~~has an initial one year term, with two one year extension options. At~~is scheduled to mature in June 2022. As of September 30, ~~2017,~~2021, the facility had ~~a carrying value of $(1.1) million, representing deferred financing costs presented within other liabilities.~~no outstanding balance.

In July 2016, we entered into a restated 2016 MRA, with a maximum facility capacity of $300.0 million. The facility bears interest ranging from 225 and 400 basis points over 30-day LIBOR depending on the pledged collateral and has an initial two-year term, with a one year extension option. Since December 6, 2015, we have been required to pay monthly in arrears a 25 basis point fee on the excess of $150.0 million over the average daily balance during the period when the average daily balance is less than $150.0 million. At September 30, 2017, the facility had a carrying value of $182.8 million, net of deferred financing costs.

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

9. Corporate Indebtedness

~~2012~~2017 Credit Facility

In ~~August 2016,~~November 2017, we entered into an amendment to the credit facility, referred to as the 2017 credit facility, that was originally entered into by the Company in November 2012, ~~referred to as~~or the 2012 credit facility. As of September 30, ~~2017,~~2021, the ~~2012~~2017 credit facility ~~as amended,~~ consisted of a ~~$1.6~~$1.5 billion revolving credit facility, ~~and~~ a ~~$1.2~~$1.3 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with a maturity ~~date~~dates of March ~~29, 2019~~31, 2022, March 31, 2023, and ~~June 30, 2019,~~November 21, 2024, respectively. The revolving credit facility has an2 six-month, as-of-right extension options to March ~~29, 2020.~~31, 2023. We also have an option, subject to customary conditions, to increase the capacity ~~under~~of the ~~revolving~~ credit facility to ~~$3.0~~$4.5 billion at any time prior to the maturity ~~date~~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 September 30, ~~2017,~~2021, the ~~2012~~2017 credit facility bore interest at a spread over 30-day LIBOR ranging from (i) ~~87.5~~82.5 basis points to 155 basis points for loans under the revolving credit facility, ~~and~~ (ii) 9590 basis points to ~~190~~175 basis points for loans under ~~the term loan facility,~~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 ~~ROP.~~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.

AtAs of September 30, ~~2017,~~2021, the applicable spread was ~~125~~100 basis points for the revolving credit facility, ~~and 140~~110 basis points for ~~the term loan facility. At September 30, 2017, the effective interest rate, including the effect of interest rate swaps, was 2.49%~~Term Loan A, and 100 basis points for ~~the revolving credit facility and 2.49% for the term loan facility.~~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 ~~ROP.~~the Company. As of September 30, ~~2017,~~2021, the facility fee was 2520 basis points.

As of September 30, ~~2017,~~2021, we had ~~$80.8~~$2.0 million of outstanding letters of credit, ~~$280.0~~$220.0 million drawn under the revolving credit facility and ~~$1.2~~$1.5 billion outstanding under the term loan ~~facility,~~facilities, with total undrawn capacity of ~~$1.2~~$1.3 billion under the ~~2012~~2017 credit facility. AtAs of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the revolving credit facility had a carrying value of ~~$275.8~~$216.9 million and ~~$(6.3)~~$105.3 million, respectively, net of deferred financing costs. ~~The December 31, 2016 carrying value represents deferred financing costs and is presented within other liabilities. At~~As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the term loan ~~facility~~facilities had a carrying value of ~~$1.2~~$1.5 billion and ~~$1.2~~$1.5 billion, respectively, net of deferred financing costs.

The Company and the Operating Partnership ~~and ROP~~ are ~~all~~ borrowers jointly and severally obligated under the ~~2012~~2017 credit facility. ~~None of our other subsidiaries are obligors under the 2012 credit facility.~~

The ~~2012~~2017 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, by scheduled maturity date (dollars in thousands):


Issuance	September 30, 2021 Unpaid Principal Balance		September 30, 2021 Accreted Balance		December 31, 2020 Accreted Balance		Interest Rate (1)			Initial Term (in Years)	Maturity Date
October 5, 2017 (2)	$	500,000	$	499,885	$	499,803		3.25	%	5	October 2022
November 15, 2012 (3)	300,000		301,275		302,086			4.50	%	10	December 2022
December 17, 2015 (4)	100,000		100,000		100,000			4.27	%	10	December 2025
August 7, 2018	—		—		350,000			—	%	3	August 2021
	$	900,000	$	901,160	$	1,251,889
Deferred financing costs, net			(2,042)		(3,670)
	$	900,000	$	899,118	$	1,248,219

Issuance September 30,
2017
Unpaid
Principal
Balance September 30,
2017
Accreted
Balance December 31,
2016
Accreted
Balance
Coupon
Rate ⁽¹⁾

Effective
Rate

Initial Term
(in Years)
Maturity Date
October 12, 2010 ⁽²⁾
$ 269,000
$ 268,628
$ 334,077
3.00 % 3.00 % 7 October 2017
August 5, 2011 ⁽³⁾
250,000
249,934
249,880
5.00 % 5.00 % 7 August 2018
March 16, 2010 ⁽³⁾
250,000
250,000
250,000
7.75 % 7.75 % 10 March 2020
November 15, 2012 ⁽³⁾
200,000
200,000
200,000
4.50 % 4.50 % 10 December 2022
December 17, 2015 ⁽³⁾
100,000
100,000
100,000
4.27 % 4.27 % 10 December 2025
$ 1,069,000
$ 1,068,562
$ 1,133,957

Deferred financing costs, net (4,018 ) (5,642 )
$ 1,069,000
$ 1,064,544
$ 1,128,315

(1)Interest rate as of September 30, 2021, taking into account interest rate hedges in effect during the period.


~~(1)~~	~~Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.~~

~~(2)~~

(2)Issued by the Operating Partnership. The notes were senior unsecured obligations of the Operating Partnership and exchangeable at a calculated exchange rate upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash, or a combination of cash and shares of SL Green's common stock, if any, at our option. In accordance with the terms of the indenture, the notes became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for $350.8 million, excluding accrued interest based on the applicable exchange rate.

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green~~ Operating Partnership ~~L.P.~~with the Company as the guarantor.

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~


~~(3)~~	Issued by the Company, the Operating Partnership and ROP, as co-obligors. In October 2017, the Company, the Operating Partnership and ROP, as co-obligors issued an additional $100.0 million of the 4.50% senior unsecured bonds due December 2022. The additional notes priced at 105.334% plus accrued interest from June 1, 2017, with a yield to maturity of 3.298%.

(3)In October 2017, the Company and the Operating Partnership as co-obligors issued ~~$500.0~~an additional $100.0 million of 4.50% senior unsecured notes ~~which will mature in October 2022~~due December 2022. The notes were priced at 105.334% of par.

(4)Issued by the Company and ~~bear interest at a fixed rate of 3.25%.~~the Operating Partnership as co-obligors.

Restrictive Covenants

The terms of the ~~2012~~2017 credit facility ~~as amended,~~ and certain of 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 September 30, ~~2017~~2021 and ~~2016,~~December 31, 2020, 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 125 basis points over the three-month LIBOR. ~~The effective weighted average interest rate for the quarter ended September 30, 2017 was 2.52%.~~ Interest payments may be deferred for a period of up to ~~eight~~8 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, 2012 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of~~ ~~September 30, 2017, including as-of-right extension options and put options, were as follows (in thousands):~~

Scheduled
Amortization
Principal
Revolving
Credit
Facility
Unsecured Term Loan
Trust
Preferred
Securities

Senior
Unsecured
Notes
Total
Joint
Venture
Debt
Remaining 2017 $ 12,846
$ —
$ —
$ —
$ —
$ 269,000
⁽¹⁾
$ 281,846
$ 79,787
2018 54,937
299,813
—
—
—
250,000
604,750
242,799
2019 59,618
—
—
1,183,000
—
—
1,242,618
705,574
2020 41,427
679,531
280,000
—
—
250,000
1,250,958
320,914
2021 30,418
—
—
—
—
—
30,418
376,765
Thereafter 90,532
2,575,939
—
—
100,000
300,000
3,066,471
1,465,371
$ 289,778
$ 3,555,283
$ 280,000
$ 1,183,000
$ 100,000
$ 1,069,000
$ 6,477,061
$ 3,191,210


~~(1)~~	The $269.0 million of 3.00% convertible notes which matured in October 2017 became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for $350.8 million.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

Principal Maturities

Combined aggregate principal maturities of mortgages and other loans payable, the 2017 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of September 30, 2021, including as-of-right extension options, were as follows (in thousands):


	Scheduled Amortization		Mortgages and Other Loans Payable		Revolving Credit Facility		Unsecured Term Loans		Trust Preferred Securities		Senior Unsecured Notes		Total		Joint Venture Debt
Remaining 2021	$	2,744	$	189,699	$	—	$	—	$	—	$	—	$	192,443	$	209,672
2022	8,754		250,666		—		—		—		800,000		1,059,420		227,056
2023	6,583		50,000		220,000		1,300,000		—		—		1,576,583		750,696
2024	5,268		332,750		—		200,000		—		—		538,018		623,047
2025	812		—		—		—		—		100,000		100,812		1,436,027
Thereafter	911		580,547		—		—		100,000		—		681,458		2,543,144
	$	25,072	$	1,403,662	$	220,000	$	1,500,000	$	100,000	$	900,000	$	4,148,734	$	5,789,642

Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Interest expense before capitalized interest	$	34,054	$	42,595	$	112,423	$	144,345
Interest on financing leases	1,229		2,198		4,215		6,010
Interest capitalized	(20,141)		(20,677)		(58,395)		(57,528)
Interest income	(335)		(580)		(1,088)		(1,727)
Interest expense, net	$	14,807	$	23,536	$	57,155	$	91,100

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Interest expense before capitalized interest $ 72,859
$ 78,715
$ 217,273
$ 276,437
Interest capitalized (6,869 ) (6,084 ) (19,892 ) (18,135 )
Interest income (356 ) (66 ) (1,269 ) (1,976 )
Interest expense, net $ 65,634
$ 72,565
$ 196,112
$ 256,326

10. Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

Alliance Building Services, or Alliance, and its affiliates, who provide services to certain properties owned by us, are partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the chairman emeritus of ~~SL Green's board~~our Board of ~~directors, and provide services to certain properties owned by us.~~Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality, Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security, messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements.

Income earned from the profit participation, which is included in ~~other~~Other income on the consolidated statements of operations, was ~~$1.0~~$0.4 million and ~~$3.0~~$1.1 million for the three and nine months ended September 30, ~~2017,~~2021, respectively, and ~~was $0.8~~$0.1 million and ~~$2.6~~$1.1 million for the three and nine months ended September 30, ~~2016,~~2020, respectively.

We also recorded expenses, ~~for these services,~~ inclusive of capitalized expenses, of ~~$5.7~~$3.8 million and ~~$16.0~~$9.4 million for the three and nine months ended September 30, ~~2017,~~2021, respectively, and $3.0 million and $9.7 million for the three and nine months ended September 30, 2020, respectively, for these services (excluding services provided directly to tenants)~~, and $5.3 million and $16.1 million for the three and nine months ended September 30, 2016, respectively.~~.

Management Fees

S.L. Green Management Corp., a consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from this entity of $0.2 million and $0.5 million for the three and nine months ended September 30, 2021, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, ~~2017, respectively,~~2020, respectively.

Table of Contents

SL Green Realty Corp. and ~~$0.1 million and $0.3 million for the three and nine months ended~~ SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2016, respectively.~~2021

(unaudited)

One Vanderbilt Investment

In December 2016, we entered into agreements with entities owned and controlled by our Chairman and CEO, Marc Holliday, and our President, Andrew Mathias, pursuant to which they agreed to make an investment in our One Vanderbilt project at the appraised fair market value for the interests acquired. This investment entitles these entities to receive approximately 1.50% - 1.80% and 1.00% - 1.20%, respectively, of any profits realized by the Company from its One Vanderbilt project in excess of the Company’s capital contributions. The entities have no right to any return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests will have no value and will not entitle these entities to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the Company has received distributions from the One Vanderbilt project in excess of the Company’s aggregate investment in the project. In the event that the Company does not realize a profit on its investment in the project (or would not realize a profit based on the value at the time the interests are repurchased), the entities owned and controlled by Messrs. Holliday and Mathias will lose the entire amount of their investment.

~~Fifty percent of these interests were purchased on December 31, 2016 and the remaining fifty percent will be purchased on December 31, 2017.~~ The entities owned and controlled by Messrs. Holliday and Mathias ~~will pay~~paid $1.4 million and $1.0 million, respectively, which ~~equals~~equal 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.

One Vanderbilt Lease

~~Table of Contents~~

~~SL Green Realty Corp.~~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 ~~SL Green Operating Partnership, L.P.~~

~~Notes~~we relocated our corporate headquarters to ~~Consolidated Financial Statements (cont.)~~

the leased space. For the three and nine months ended September 30, ~~2017~~

~~(unaudited)~~

2021, we recorded $0.7 million and $1.6 million, respectively, of rent expense under the lease, which is included in Marketing, general and administrative in the consolidated statements of operations. See Note 19, “Commitments and Contingencies.”

Other

We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures as further described in ~~Investments~~Note 6, "Investments in Unconsolidated Joint Ventures." Amounts due from joint ventures and related parties atas of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Due from joint ventures	$	26,896	$	27,006
Other	8,778		7,651
Related party receivables	$	35,674	$	34,657

September 30, 2017 December 31, 2016
Due from joint ventures $ 16,736
$ 1,240
Other 7,332
14,616
Related party receivables $ 24,068
$ 15,856

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 September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the noncontrolling interest unit holders owned ~~4.45%~~5.50%, or ~~4,541,765~~3,888,034 units, and ~~4.16%~~5.44%, or ~~4,363,716~~3,938,823 units, of the Operating Partnership, ~~respectively.~~respectively, inclusive of retroactive adjustments to reflect the reverse stock split effectuated by SL Green in January 2021. As of September 30, ~~2017, 4,541,765~~2021, 3,888,034 shares of ~~SL Green's~~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 ~~SL Green's~~our common stock at the end of the reporting period.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Below is ~~the rollforward analysis~~a summary of the activity relating to the noncontrolling interests in the Operating Partnership ~~as of~~for the nine months ended September 30, ~~2017~~2021 and the twelve months ended December 31, ~~2016~~2020 (in thousands):


	September 30, 2017			December 31, 2016				September 30, 2021		December 31, 2020
Balance at beginning of period	$	473,882		$	424,206		Balance at beginning of period	$	358,262	$	409,862
Distributions	(10,639		)	(12,671		)	Distributions	(11,882)		(12,652)
Issuance of common units	23,273			78,495			Issuance of common units	11,910		12,018
Redemption of common units	(15,353		)	(31,805		)
Redemption and conversion of common units							Redemption and conversion of common units	(41,516)		(36,085)
Net income	2,707			10,136			Net income	28,489		20,016
Accumulated other comprehensive income allocation	(303		)	1,299
Accumulated other comprehensive loss allocation							Accumulated other comprehensive loss allocation	229		(2,299)
Fair value adjustment	(2,669		)	4,222			Fair value adjustment	17,245		(32,598)
Balance at end of period	$	470,898		$	473,882		Balance at end of period	$	362,737	$	358,262

Preferred Units of Limited Partnership Interest in the Operating Partnership

~~The Operating Partnership has 1,902,000 4.50% Series G Preferred Units~~Below is a summary of the preferred units of limited partnership interest orin the ~~Series G Preferred Units outstanding, with a liquidation preference~~Operating Partnership as of $25.00 per unit, which were issued in January 2012 in conjunction with an acquisition. The Series G Preferred unitholders receive annual dividends of $1.125 per unit paid on a quarterly basis and dividendsSeptember 30, 2021:


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)	3.50	%	109,161	109,161	109,161	$	35.0000	$	1,000.00	$	—	August 2015
Series F	7.00%		60	60	60	70.0000		1,000.00		29.12		January 2007
Series G (5)	4.50%		1,902,000	1,902,000	718,697	1.1250		25.00		88.50		January 2012
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	372,634	1.0000		25.00		—		August 2014
Series M	3.75%		1,600,000	1,600,000	96,357	0.9375		25.00		—		February 2015
Series P	4.00%		200,000	200,000	200,000	1.0000		25.00		—		July 2015
Series Q	3.50%		268,000	268,000	268,000	0.8750		25.00		148.95		July 2015
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	3.50%		40,000	40,000	40,000	0.8750		25.00		—		May 2019
Series W (6)	(6)		1	1	1	(6)		(6)		(6)		January 2020

(1)Dividends are cumulative, subject to certain provisions. ~~The Series G Preferred~~

(2)Units are redeemable at any time at par for cash at the option of the unitholder 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) ~~$88.50. The common units of limited partnership interest~~the amount shown in the Operating Partnership may be redeemed in exchange for SL Green's common stock on a 1-to-1 basis. The Series G Preferred Units also provide the holder with the right to require the Operating Partnership to repurchase the Series G Preferred Units for cash before January 31, 2022.table.

~~The Operating Partnership has 60 Series F Preferred Units outstanding with a mandatory liquidation preference of $1,000.00 per unit.~~

The Operating Partnership has authorized up to 700,000 3.50% Series K Preferred Units of limited partnership interest, or the Series K Preferred Units, with a liquidation preference of $25.00 per unit. In August 2014, the Company issued 563,954 Series

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

K Preferred Units in conjunction with an acquisition. The Series K Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series K Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or 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) $134.67.

The Operating Partnership has authorized up to 500,000 4.00% Series L Preferred Units of limited partnership interest, or the Series L Preferred Units, with a liquidation preference of $25.00 per unit. In August 2014, the Company issued 378,634 Series L Preferred Units in conjunction with an acquisition. The Series L Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series L Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 1,600,000 3.75% Series M Preferred Units of limited partnership interest, or the Series M Preferred Units, with a liquidation preference of $25.00 per unit. In February 2015, the Company issued 1,600,000 Series M Preferred Units in conjunction with the acquisition of ownership interests in and relating to certain residential and retail real estate properties. The Series M Preferred unitholders receive annual dividends of $0.9375 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series M Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 552,303 3.00% Series N Preferred Units of limited partnership interest, or the Series N Preferred Units, with a liquidation preference of $25.00 per unit. In June 2015, the Company issued 552,303 Series N Preferred Units in conjunction with an acquisition. The Series N Preferred unitholders receive annual dividends of $0.75 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series N Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized an aggregate of one 6.25% Series O Preferred Unit of limited partnership interest, or the Series O Preferred Unit. In June 2015, the Company issued the Series O Preferred Unit in connection with an acquisition.

The Operating Partnership has authorized up to 200,000 4.00% Series P Preferred Units of limited partnership interest, or the Series P Preferred Units, with a liquidation preference of $25.00 per unit. In July 2015, the Company issued 200,000 Series P Preferred Units in conjunction with an acquisition. The Series P Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series P Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 268,000 3.50% Series Q Preferred Units of limited partnership interest, or the Series Q Preferred Units, with a liquidation preference of $25.00 per unit. In July 2015, the Company issued 268,000 Series Q Preferred Units in conjunction with an acquisition. The Series Q Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series Q Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or 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) $148.95.

The Operating Partnership has authorized up to 400,000 3.50% Series R Preferred Units of limited partnership interest, or the Series R Preferred Units, with a liquidation preference of $25.00 per unit. In August 2015, the Company issued 400,000 Series R Preferred Units in conjunction with an acquisition. The Series R Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series R Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or 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) $154.89.

The Operating Partnership has authorized up to 1,077,280 4.00% Series S Preferred Units of limited partnership interest, or the Series S Preferred Units, with a liquidation preference of $25.00 per unit. In August 2015, the Company issued 1,077,280 Series S Preferred Units in conjunction with an acquisition. The Series S Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series S Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 230,000 2.75% Series T Preferred Units of limited partnership interest, or the Series T Preferred Units, with a liquidation preference of $25.00 per unit. In March 2016, the Company issued 230,000 Series T Preferred Units in conjunction with an acquisition. The Series T Preferred unitholders receive annual dividends of $0.6875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series T Preferred Units can be

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

redeemed at any time at par, at the option of the unitholder, either for cash or 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) $119.02.

The Operating Partnership has authorized up to 680,000 4.50% Series U Preferred Units of limited partnership interest, or the Series U Preferred Units, with a liquidation preference of $25.00 per unit. In March 2016, the Company issued 680,000 Series U Preferred Units in conjunction with an acquisition. The Series U Preferred unitholders initially receive annual dividends of $1.125 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The annual dividend is subject to reduction upon the occurence of certain circumstances set forth in the terms of the Series U Preferred Units. The minimum annual dividend is $0.75 per unit. The Series U Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

T~~hrough~~(4)Issued through a consolidated subsidiary, we have authorized up to 109,161 3.50% Series A Preferred Units of limited partnership interest, or the Subsidiary Series A Preferred Units, with a liquidation preference of $1,000.00 per unit. In August 2015, the Company issued 109,161 Subsidiary Series A Preferred Units in conjunction with an acquisition.subsidiary. The Subsidiary Series A Preferred unitholders receive annual dividends of $35.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Subsidiary Series A Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash orunits are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership interest, or the Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, at the option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Subsidiary Series B Preferred Unit. As of September 30, ~~2017,~~2021, no Subsidiary Series B Preferred Units have been issued.

(5)Common units of limited partnership interest in the Operating Partnership issued in a conversion may be redeemed in exchange for our common stock on a 1-to-1 basis. The Series G Preferred Units also provide the holder with the right to require the Operating Partnership to repurchase the Series G Preferred Units for cash before January 31, 2022.

(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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

Below is ~~the rollforward analysis~~a summary of the activity relating to the preferred units in the Operating Partnership ~~as of~~for the nine months ended September 30, ~~2017~~2021 and the twelve months ended December 31, ~~2016~~2020 (in thousands):


	September 30, 2021		December 31, 2020
Balance at beginning of period	$	202,169	$	283,285
Issuance of preferred units	—		—
Redemption of preferred units	(3,631)		(82,750)
Dividends paid on preferred units	(5,077)		(6,163)
Accrued dividends on preferred units	5,042		7,797
Balance at end of period	$	198,503	$	202,169

September 30, 2017 December 31, 2016
Balance at beginning of period $ 302,010
$ 282,516
Issuance of preferred units —
22,793
Redemption of preferred units (125 ) (3,299 )
Balance at end of period $ 301,885
$ 302,010

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 September 30, ~~2017, 97,445,509~~2021, 66,865,416 shares of common stock and no shares of excess stock were issued and outstanding.

~~In August 2016,~~On December 4, 2020, our ~~board~~Board of ~~directors approved~~Directors declared the Total Dividend. The Total Dividend was paid on January 15, 2021 to shareholders of record at the close of business on the Record Date. Shareholders had the opportunity to elect to receive the Total Dividend in the form of all cash or all stock, subject to proration if either option was oversubscribed. Shareholders who elected to receive cash received, for each share of common stock they owned as of the Record Date, approximately $0.3735 in cash and 0.0279 shares of common stock. Shareholders who elected to receive shares received, for each share of common stock they owned as of the Record Date, approximately 0.0343 shares of common stock. The number of shares issued was calculated based on the volume weighted average trading price of SLG's common stock between January 5-7, 2021, of $58.15 per share.

To mitigate the dilutive impact of the common stock issued in the special dividend, the Board of Directors also authorized a reverse stock ~~repurchase plan under~~split, which ~~we can buy up to $1.0 billion~~was effective after markets closed on January 20, 2021. On January 8, 2021, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.02918-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our common ~~stock. At September 30, 2017,~~stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or repurchases ~~made under~~that occurred following the Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of SLG’s common stock, ~~repurchase plans were~~and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as ~~follows:~~a result of the cash option being oversubscribed.

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of the repurchase plan or programs Maximum approximate dollar value of shares that may yet be purchased under the plan (in millions)
First quarter 2017 982 $103.89 982 $999.9
Second quarter 2017 2,447,153 $103.41 2,448,135 $746.8
Third quarter 2017
951,866 $101.67 3,400,001 $650.0

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

Share Repurchase Program

In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we can buy shares of our common stock. The Board of Directors has since authorized 5 separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.

As of September 30, 2021, share repurchases, excluding the redemption of OP units, executed under the program were as follows:


Period	Shares repurchased	Average price paid per share	Cumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 2017	8,105,881	$104.61	8,105,881
Year ended 2018	9,468,617	$99.03	17,574,498
Year ended 2019	4,465,857	$86.06	22,040,355
Year Ended 2020	8,529,279	$62.39	30,569,634
Nine months ended September 30, 2021	3,797,082	$72.89	34,366,716

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 at our option.~~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 ~~2015,~~2021, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of ~~SL Green's~~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 three and nine months ended September 30, 2021 and 2020, respectively (dollars in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Shares of common stock issued	2,004		4,086		9,038		9,604
Dividend reinvestments/stock purchases under the DRSPP	$	146	$	202	$	613	$	566

Earnings per Share

~~SL Green's~~We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for ~~the three and nine months ended September 30, 2017 and 2016 are computed as follows (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
Numerator 2017 2016 2017 2016
Basic Earnings:
Income attributable to SL Green common stockholders $ 38,869
$ 34,252
$ 58,442
$ 190,930
Effect of Dilutive Securities:
Redemption of units to common shares 1,812
1,663
2,707
8,171
Diluted Earnings:
Income attributable to SL Green common stockholders $ 40,681
$ 35,915
$ 61,149
$ 199,101

Three Months Ended September 30, Nine Months Ended September 30,
Denominator 2017 2016 2017 2016
Basic Shares:
Weighted average common stock outstanding 97,783
100,233
99,431
100,140
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares 4,543
4,497
4,570
4,272
Stock-based compensation plans 244
413
279
349
Diluted weighted average common stock outstanding 102,570
105,143
104,280
104,761

~~SL Green has excluded 1,175,708 and 1,076,695~~ common stock ~~equivalents from~~and any participating securities according to dividends declared (whether paid or unpaid). Under the ~~diluted~~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 ~~three and nine months ended September 30, 2017, respectively, as they were anti-dilutive. SL Green has excluded 673,298 and 753,344 common stock equivalents~~period. Diluted EPS reflects the potential dilution that could occur from ~~the diluted shares outstanding for the three and nine months ended September 30, 2016, respectively, as they were anti-dilutive.~~

share equivalent activity.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

SL Green's earnings per share for the three and nine months ended September 30, 2021 and 2020 are computed as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Numerator	2021		2020		2021		2020
Basic Earnings:
Net income attributable to SL Green common stockholders	$	388,205	$	13,859	$	486,073	$	185,104
Less: distributed earnings allocated to participating securities	(363)		(333)		(1,090)		(777)
Less: undistributed earnings allocated to participating securities	(1,942)		—		(1,736)		(141)
Net income attributable to SL Green common stockholders (numerator for basic earnings per share)	$	385,900	$	13,526	$	483,247	$	184,186
Add back: dilutive effect of earnings allocated to participating securities	363		333		1,090		777
Add back: undistributed earnings allocated to participating securities	1,942		—		1,736		141
Add back: effect of dilutive securities (redemption of units to common shares)	22,683		802		28,489		10,073
Net income attributable to SL Green common stockholders (numerator for diluted earnings per share)	$	410,888	$	14,661	$	514,562	$	195,177


	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator	2021	2020	2021	2020
Basic Shares:
Weighted average common stock outstanding	66,840	70,943	68,275	73,373
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares	3,834	4,029	4,024	4,123
Stock-based compensation plans	813	442	684	441
Contingently issuable shares from special dividend declared December 4, 2020 and issued January 15, 2021	—	—	104	—
Diluted weighted average common stock outstanding	71,487	75,414	73,087	77,937

The Company has excluded 969,631 and 1,032,243 common stock equivalents from the calculation of diluted shares outstanding for the three and nine months ended September 30, 2021, respectively, as they were anti-dilutive. The Company has excluded 2,071,169 and 1,728,767 common stock equivalents from the calculation of diluted shares outstanding for the three and nine months ended September 30, 2020, respectively, as they were anti-dilutive.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

13. Partners' Capital of the Operating Partnership

The Company is the sole managing general partner of the Operating Partnership and at September 30, ~~2017~~2021 owned ~~97,445,509~~66,865,416 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~~1 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~~1 share of common stock is generally the economic equivalent of ~~one~~1 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.

All unit-related references and measurements including the number of units outstanding and earnings per unit have been retroactively adjusted to reflect the reverse stock split effectuated by SL Green’s Board of Directors in January 2021 for all periods presented in this Quarterly Report on Form 10-Q.

Limited Partner Units

As of September 30, ~~2017,~~2021, limited partners other than SL Green owned ~~4.45%~~5.50%, or ~~4,541,765~~3,888,034 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.”

~~Earnings per Unit~~

~~The Operating Partnership's earnings per unit for the three and nine months ended September 30, 2017 and 2016, respectively are computed as follows (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
Numerator 2017
2016 2017 2016
Basic and Diluted Earnings:
Net income attributable to SLGOP common unitholders $ 40,681
$ 35,915
$ 61,149
$ 199,101

Three Months Ended September 30, Nine Months Ended September 30,
Denominator 2017
2016 2017 2016
Basic units:
Weighted average common units outstanding 102,326
104,730
104,001
104,412
Effect of Dilutive Securities:
Stock-based compensation plans 244
413
279
349
Diluted weighted average common units outstanding 102,570
105,143
104,280
104,761

The Operating Partnership has excluded 1,175,708 and 1,076,695 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2017, respectively, as they were anti-dilutive. The Operating Partnership has excluded 673,298 and 753,344 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2016, respectively, as they were anti-dilutive.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

Earnings per Unit

The Operating Partnership's earnings per unit for the three and nine months ended September 30, 2021 and 2020, respectively, are computed as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Numerator	2021		2020		2021		2020
Basic Earnings:
Net income attributable to SLGOP common unitholders	$	410,888	$	14,661	$	514,562	$	195,177
Less: distributed earnings allocated to participating securities	(363)		(333)		(1,090)		(777)
Less: undistributed earnings allocated to participating securities	(1,942)		—		(1,736)		(141)
Net income attributable to SLGOP common unitholders (numerator for basic earnings per unit)	$	408,583	$	14,328	$	511,736	$	194,259
Add back: dilutive effect of earnings allocated to participating securities	363		333		1,090		777
Add back: undistributed earnings allocated to participating securities	1,942		—		1,736		141
Net income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)	$	410,888	$	14,661	$	514,562	$	195,177


	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator	2021	2020	2021	2020
Basic units:
Weighted average common units outstanding	70,674	74,972	72,299	77,496
Effect of Dilutive Securities:
Stock-based compensation plans	813	442	684	441
Contingently issuable units from special distribution declared December 4, 2020 and issued January 15, 2021	—	—	104	—
Diluted weighted average common units outstanding	71,487	75,414	73,087	77,937

The Operating Partnership has excluded 969,631 and 1,032,243 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2021, respectively, as they were anti-dilutive. The Operating Partnership has excluded 2,071,169 and 1,728,767 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2020, respectively, as they were anti-dilutive.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

14. Share-based Compensation

We have ~~stock-based~~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.

~~Fourth Amended and Restated 2005 Stock Option and Incentive Plan~~

The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's ~~board~~Board of ~~directors~~Directors in April 2016 and its stockholders in June 2016 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 27,030,000 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) ~~granted after the effective date of the Fourth Amendment 2005 Plan~~ counting as 3.74 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 0.73 fungible units per share subject to such awards, and (3) all other awards (e.g., ~~ten-year~~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 fourth amendment and restatement in June 2016 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 27,030,000 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 ~~SL Green's~~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~~Board of ~~directors,~~Directors, new awards may be granted under the 2005 Plan until June 2, 2026, which is the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. As of September 30, ~~2017, 8.7~~2021, 1.4 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP ~~Units, including, among others, outstanding~~Units.

Stock Options and Class O LTIP Units ~~issued under our 2014 Outperformance Plan.~~

Options are granted ~~under the plan~~ with an exercise price at the fair market value of the Company's common stock on the date of grant and, subject to employment, generally expire five years or ten years from the date of grant, are not transferable other than on death, and generally vest in one year to five years commencing one year from the date of grant. We have also granted Class O LTIP Units, which are a class of LTIP Units in the Operating Partnership structured to provide economics similar to those of stock options. Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of common units of the Operating Partnership per Class O LTIP Unit determined by the increase in value of a share of the Company’s common stock at the time of conversion over a participation threshold, which equals the fair market value of a share of the Company’s common stock at the time of grant. Class O LTIP Units are entitled to distributions, subject to vesting, equal per unit to 10% of the per unit distributions paid with respect to the common units of the Operating Partnership.

The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option pricing model based on historical ~~information with the following weighted average assumptions for grants~~information.

There were no options granted during the nine months ended September 30, ~~2017 and~~2021 or the year ended December 31, ~~2016.~~2020.

September 30, 2017 December 31, 2016
Dividend yield 2.50 % 2.37 %
Expected life 4.4 years
3.7 years
Risk-free interest rate 1.73 % 1.57 %
Expected stock price volatility 28.21 % 26.76 %

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

A summary of the status of the Company's stock options as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, and changes during the nine months ended September 30, ~~2017~~2021 and year ended December 31, ~~2016~~2020 are as follows:


	September 30, 2021			December 31, 2020
	Options Outstanding	Weighted Average Exercise Price		Options Outstanding	Weighted Average Exercise Price
Balance at beginning of period	784,995	$	102.62	1,007,665	$	105.35
Granted	—	—		—	—
Exercised	—	—		—	—
Lapsed or canceled	(68,015)	100.95		(222,670)	114.97
Balance at end of period	716,980	$	102.77	784,995	$	102.62
Options exercisable at end of period	716,980	$	102.77	782,022	$	102.62

September 30, 2017 December 31, 2016
Options Outstanding
Weighted Average
Exercise Price
Options Outstanding
Weighted Average
Exercise Price
Balance at beginning of period $ 1,737,213
$ 98.44
$ 1,595,007
$ 95.52
Granted 171,000
105.70
445,100
105.86
Exercised (146,277 ) 84.02
(192,875 ) 76.90
Lapsed or cancelled (65,300 ) 122.30
(110,019 ) 123.86
Balance at end of period $ 1,696,636
$ 99.50
$ 1,737,213
$ 98.44
Options exercisable at end of period 939,485
$ 91.71
748,617
$ 87.72
Weighted average fair value of options granted during the period $ 3,775,639

$ 8,363,036

~~All options were granted with strike prices ranging from $20.67 to $128.82.~~ The remaining weighted average contractual life of the options outstanding was ~~3.6~~1.6 years and the remaining average contractual life of the options exercisable was ~~2.8~~1.6 years.

During the three and nine months ended September 30, ~~2017,~~2021, we recognized no compensation expense ~~for these options of $2.0 million and $5.9 million, respectively.~~related to options. During the three and nine months ended September 30, ~~2016,~~2020, we recognized compensation expense ~~for these~~related to options of ~~$2.5~~$0.00 million and ~~$6.4~~$0.03 million, respectively.

As of September 30, ~~2017,~~2021, there was ~~$10.6 million of total~~no unrecognized compensation cost related to unvested stock ~~options, which is expected to be recognized over a weighted average period of 1.7 years.~~options.

~~Stock-based Compensation~~Restricted Shares

~~Effective January 1, 1999, the Company implemented a deferred compensation plan, or the Deferred Plan, where shares issued under the Deferred Plan were~~Shares are granted to certain employees, including ~~certain of~~ our executives, and vesting ~~will occur annually~~occurs upon the completion of a service period or our meeting established financial performance criteria. ~~Annual vesting~~Vesting occurs at rates ranging from 15% to 35% once performance criteria are reached.

A summary of the Company's restricted stock as of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 and ~~charges~~changes during the nine months ended September 30, ~~2017~~2021 and the year ended December 31, ~~2016,~~2020, are as follows:


	September 30, 2017		December 31, 2016				September 30, 2021		December 31, 2020
Balance at beginning of period	3,202,031		3,137,881			Balance at beginning of period	3,439,674		3,465,347
Granted	300		98,800			Granted	145,845		8,959
Cancelled	—		(34,650		)
Canceled						Canceled	(19,236)		(34,632)
Balance at end of period	3,202,331		3,202,031			Balance at end of period	3,566,283		3,439,674
Vested during the period	86,736		83,822			Vested during the period	126,515		128,891
Compensation expense recorded	$	7,277,054	$	7,153,966		Compensation expense recorded	$	6,339,292	$	10,895,459
Weighted average fair value of restricted stock granted during the period	$	30,813	$	10,650,077
Total fair value of restricted stock granted during the period						Total fair value of restricted stock granted during the period	$	9,214,531	$	734,315

The fair value of restricted stock that vested during the nine months ended September 30, ~~2017~~2021 and the year ended December 31, ~~2016~~2020 was ~~$8.4~~$11.3 million and ~~$7.6~~$12.5 million, respectively. As of September 30, ~~2017~~2021, there was ~~$13.7~~$9.1 million of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of ~~1.7~~1.8 years.

For the three and nine months ended September 30, 2017, $1.4 million and $5.0 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options. For the three and nine months ended September 30, 2016, $1.5 million and $4.4 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.

We ~~have~~ granted LTIP Units, which include bonus, time-based and ~~performance based~~performance-based awards, with a fair value of ~~$20.5~~$45.1 million and ~~$34.9~~$37.0 million as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, 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 to

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

~~have~~has a discount ~~from SL Green's~~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 September 30, ~~2017,~~2021, there was ~~$7.1~~$51.2 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 ~~1.2~~1.7 years.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

During the three and nine months ended September 30, ~~2017,~~2021, we recorded compensation expense related to bonus, time-based and performance based awards of ~~$2.5~~$9.1 million and ~~$15.1~~$27.3 million, respectively. During the three and nine months ended September 30, ~~2016,~~2020, we recorded compensation expense related to bonus, time-based and performance based awards of ~~$2.3~~$6.4 million and ~~$15.1~~$20.4 million, respectively.

~~2014 Outperformance Plan~~

In August 2014, the compensation committee of the Company's board of directors approved the general terms of the SL Green Realty Corp. 2014 Outperformance Plan, or the 2014 Outperformance Plan. Participants in the 2014 Outperformance Plan may earn, in the aggregate, up to 610,000 LTIP Units in our Operating Partnership based on our total return to stockholders for the three-year period beginning September 1, 2014. Under the 2014 Outperformance Plan, two-thirds of the LTIP Units may be earned based on the Company’s absolute total return to stockholders and one-third of the LTIP Units may be earned based on relative total return to stockholders compared to the constituents of the MSCI REIT Index. Awards earned based on absolute total return to stockholders will be determined independently of awards earned based on relative total return to stockholders. In the event the Company’s performance reaches either threshold before the end of the three-year performance period, a pro-rata portion of the maximum award may be earned. For each component, if the Company’s performance reaches the maximum threshold beginning with the 19th month of the performance period, participants will earn one-third of the maximum award that may be earned for that component. If the Company’s performance reaches the maximum threshold during the third year of the performance period for a component, participants will earn two-thirds (or an additional one-third) of the maximum award that may be earned for that component. LTIP Units earned under the 2014 Outperformance Plan will be subject to continued vesting requirements, with 50% of any awards earned vesting on August 31, 2017 and the remaining 50% vesting on August 31, 2018, subject to continued employment with us through such dates. Participants will not be entitled to distributions with respect to LTIP Units granted under the 2014 Outperformance Plan unless and until they are earned. If LTIP Units are earned, each participant will also be entitled to the distributions that would have been paid had the number of earned LTIP Units been issued at the beginning of the performance period, with such distributions being paid in the form of cash or additional LTIP Units. Thereafter, distributions will be paid currently with respect to all earned LTIP Units, whether vested or unvested.

The cost of the 2014 Outperformance Plan ($29.2 million, subject to forfeitures), based on the portion of the 2014 Outperformance Plan granted as of September 30, 2017, will be amortized into earnings through the final vesting period. We recorded compensation expense of $1.9 million and $8.2 million for the three and nine months ended September 30, ~~2017,~~2021, $0.5 million and $1.6 million, respectively, was capitalized to assets associated with compensation expense related to ~~the 2014 Outperformance Plan. We recorded~~our long-term compensation ~~expense of $1.8 million~~plans, restricted stock and ~~$6.6 million for~~stock options. For the three and nine months ended September 30, ~~2016,~~2020, $0.6 million and $1.7 million, respectively, was capitalized to assets associated with compensation expense related to ~~the 2014 Outperformance Plan.~~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 ~~SL Green's~~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 nine months ended September 30, ~~2017, 11,510~~2021, 22,413 phantom stock units and ~~9,171~~12,226 shares of common stock were issued to our ~~board~~Board of ~~directors.~~Directors. We recorded compensation expense of $0.1 million and $2.2 million during the three and nine months ended September 30, ~~2017,~~2021, respectively, related to the Deferred Compensation Plan. We recorded compensation expense of ~~$0.1~~$0.2 million and ~~$1.9~~$2.1 million during the three and nine months ended September 30, ~~2016,~~2020, respectively, related to the Deferred Compensation Plan.

As of September 30, ~~2017,~~2021, there were ~~98,637~~163,189 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

Employee Stock Purchase Plan

In 2007, the Company's ~~board~~Board of ~~directors~~Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to ~~encourage our employees to increase their efforts to make our business more successful by providing~~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 September 30, ~~2017, 101,882~~2021, 169,802 shares of ~~SL Green's~~our common stock had been issued under the ESPP.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

15. Accumulated Other Comprehensive ~~Income~~Loss

The following tables set forth the changes in accumulated other comprehensive ~~income (loss)~~loss by component as of September 30, ~~2017~~2021 (in thousands):


	Net unrealized loss on derivative instruments (1)		SL Green’s share of joint venture net unrealized loss on derivative instruments (2)		Net unrealized gain on marketable securities		Total
Balance at December 31, 2020	$	(57,415)	$	(10,853)	$	1,021	$	(67,247)
Other comprehensive loss before reclassifications	7,032		(19,453)		294		(12,127)
Amounts reclassified from accumulated other comprehensive loss	12,619		6,158		—		18,777
Balance at September 30, 2021	$	(37,764)	$	(24,148)	$	1,315	$	(60,597)

Net unrealized gain on derivative instruments ⁽¹⁾

SL Green’s share
of joint venture
net unrealized gain
on derivative
instruments ⁽²⁾
Net unrealized gain on marketable securities Total
Balance at December 31, 2016 $ 12,596
$ 4,021
$ 5,520
$ 22,137
Other comprehensive (loss) before reclassifications (4,669 ) (947 ) (1,133 ) (6,749 )
Amounts reclassified from accumulated other comprehensive income 1,336
591
(3,130 ) (1,203 )
Balance at September 30, 2017 $ 9,263
$ 3,665
$ 1,257
$ 14,185
(1)Amount reclassified from accumulated other comprehensive loss is included in interest expense in the respective consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the deferred net gains from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instruments, was $(0.6) million and $(0.5) million, respectively.

~~(1)~~

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of September 30, 2017 and December 31, 2016, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was $3.7 million and $7.1 million, respectively.


~~(2)~~	~~Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of operations.~~

(2)Amount reclassified from accumulated other comprehensive loss 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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

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 atas of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 (in thousands):


	September 30, 2021
	Total		Level 1		Level 2		Level 3
Assets:
Marketable securities available-for-sale	$	24,355	$	—	$	24,355	$	—
Interest rate cap and swap agreements (included in Other assets)	97		—		97		—
Liabilities:
Interest rate cap and swap agreements (included in Other liabilities)	$	40,737	$	—	$	40,737	$	—

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

September 30, 2017
Total Level 1 Level 2 Level 3
Assets:
Marketable securities $ 28,802
$ —
$ 28,802
$ —
Interest rate cap and swap agreements (included in other assets) $ 13,727
$ —
$ 13,727
$ —


	December 31, 2016									December 31, 2020
	Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Assets:									Assets:
Marketable securities	$	85,110	$	48,315	$	36,795	$	—	Marketable securities	$	28,570	$	—	$	28,570	$	—
Interest rate cap and swap agreements (included in other assets)	$	21,090	$	—	$	21,090	$	—
Interest rate cap and swap agreements (included in Other assets)									Interest rate cap and swap agreements (included in Other assets)	28		—		28		—
Liabilities:									Liabilities:
Interest rate cap and swap agreements (included in accrued interest payable and other liabilities)	$	1	$	—	$	1	$	—
Interest rate cap and swap agreements (included in Other liabilities)									Interest rate cap and swap agreements (included in Other liabilities)	$	61,217	$	—	$	61,217	$	—

We ~~determine other than temporary impairment in~~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~~contracts, all of which are classified as Level 3 inputs.

In January 2021, pursuant to the partnership documents of our 885 Third Avenue investment, certain participating rights of the common member expired. As a result, it was determined that this investment is a VIE of which we are the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value. This fair value was determined using a third party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts, all of which are classified as Level 3 inputs.

In July 2021, the Company sold a 49% interest in its 220 East 42nd Street investment, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and the deconsolidation of the 51.0% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of $206.8 million during the nine months ended September 30, ~~2017, we held notes receivable totaling $250.0 million, which were purchased at par, and were in maturity default~~2021. The fair value of our investment was determined by the terms of the joint venture agreement.

In September 2021, the Company was the successful bidder at the foreclosure of 690 Madison Avenue, at which time ~~of acquisition. In August 2017,~~ the ~~Company determined that it was probable that the loans would not be repaid~~Company's outstanding principal and accrued interest balance were credited to our equity investment in ~~full and therefore, the loans were put on non-accrual status. The Company has initiated proceedings to foreclose on~~ the property as it previously served as collateral for a debt and ~~expects to take control~~preferred equity investment. We recorded the assets acquired and liabilities assumed at fair value. This fair value was determined using a third party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts, all of the property unless the buyer is able to repay the principal and interest, including default interest and fees, on the notes receivable in full prior to the completion of the foreclosure process. We believe the collateral value is sufficient to recover the carrying amounts of the notes receivable.which are classified as Level 3 inputs.

~~The marketable~~Marketable securities classified as Level 1 ~~were~~are derived from quoted prices in active markets. The valuation technique used to measure the fair value of ~~the~~ 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. ~~Marketable securities in an unrealized loss position are not considered to be other than temporarily impaired.~~ 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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

The fair value of derivative instruments is based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well-recognized financial principles and reasonable estimates about relevant future market conditions, which are classified as Level 2 inputs.

The financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, debt and preferred equity investments, mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated balance sheets approximates fair value due to the ~~short term~~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.

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

The following table provides the carrying value and fair value of these financial instruments as of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 (in thousands):


	September 30, 2021				December 31, 2020
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value

Debt and preferred equity investments	$	1,052,110	(2)		$	1,076,542	(2)

Fixed rate debt	$	3,577,313	$	3,650,924	$	3,135,572	$	3,237,075
Variable rate debt	572,581		570,601		1,827,677		1,822,740
	$	4,149,894	$	4,221,525	$	4,963,249	$	5,059,815

September 30, 2017 December 31, 2016

Carrying Value⁽¹⁾
Fair Value
Carrying Value⁽¹⁾
Fair Value

Debt and preferred equity investments $ 2,020,739

⁽²⁾
$ 1,640,412

⁽²⁾

Fixed rate debt $ 5,154,810
$ 5,398,870
$ 5,452,084
$ 5,722,494
Variable rate debt 1,321,813
1,314,223
1,105,585
1,110,110
$ 6,476,623
$ 6,713,093
$ 6,557,669
$ 6,832,604
(1)Amounts exclude net deferred financing costs.


~~(1)~~	~~Amounts exclude net deferred financing costs.~~


~~(2)~~	At September 30, 2017, debt and preferred equity investments had an estimated fair value ranging between $2.0 billion and $2.2 billion. At December 31, 2016, debt and preferred equity investments had an estimated fair value ranging between $1.6 billion and $1.8 billion.

(2)As of September 30, 2021, debt and preferred equity investments had an estimated fair value ranging between $0.9 billion and $1.1 billion. As of December 31, 2020, debt and preferred equity investments had an estimated fair value ranging between $1.0 billion and $1.1 billion.

Disclosure about fair value of financial instruments was based on pertinent information available to us as of September 30, ~~2017~~2021 and December 31, ~~2016. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such~~2020. 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.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

17. Financial Instruments: Derivatives and Hedging

In the normal course of business, we use a variety of commonly used derivative instruments, such as interest rate swaps, caps, ~~collar~~collars and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize all derivatives on the balance ~~sheets~~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. The ineffective portion of a derivative's change in fair value will be immediately~~ 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 at as of September 30, ~~2017~~2021 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 ~~(amounts~~(dollars in thousands).


	Notional Value		Strike Rate		Effective Date	Expiration Date	Balance Sheet Location	Fair Value
Interest Rate Cap	$	111,869	3.500	%	December 2020	November 2021	Other Assets	$	—
Interest Rate Swap	200,000		0.138	%	February 2021	February 2022	Other Liabilities	(27)
Interest Rate Swap	100,000		0.136	%	February 2021	February 2022	Other Liabilities	(13)
Interest Rate Cap	85,000		4.000	%	March 2021	March 2022	Other Assets	—
Interest Rate Swap	100,000		0.212	%	January 2021	January 2023	Other Assets	11
Interest Rate Swap	400,000		0.160	%	February 2021	February 2023	Other Assets	86
Interest Rate Swap	200,000		1.131	%	July 2016	July 2023	Other Liabilities	(3,108)
Interest Rate Swap	100,000		1.161	%	July 2016	July 2023	Other Liabilities	(1,609)
Interest Rate Swap	150,000		2.696	%	January 2019	January 2024	Other Liabilities	(7,840)
Interest Rate Swap	150,000		2.721	%	January 2019	January 2026	Other Liabilities	(11,990)
Interest Rate Swap	200,000		2.740	%	January 2019	January 2026	Other Liabilities	(16,150)
								$	(40,640)

Notional
Value

Strike
Rate

Effective
Date

Expiration
Date
Balance Sheet Location
Fair
Value
Interest Rate Swap $ 200,000
0.938 % October 2014 December 2017 Other Assets $ 105
Interest Rate Swap 150,000
0.940 % October 2014 December 2017 Other Assets 78
Interest Rate Swap 150,000
0.940 % October 2014 December 2017 Other Assets 78
Interest Rate Cap 137,500
4.000 % September 2017 September 2019 Other Assets 4
Interest Rate Swap 200,000
1.131 % July 2016 July 2023 Other Assets 8,998
Interest Rate Swap 100,000
1.161 % July 2016 July 2023 Other Assets 4,335
Interest Rate Swap 100,000
2.287 % November 2017 November 2027 Other Assets 129
$ 13,727

~~During both~~No gains or losses on the changes in the fair values were included in interest expense in the consolidated statements of operations during the three and nine months ended September 30, 2017, we recorded a loss on the changes in the fair value of $0.1 million, which is included in interest expense on the consolidated statements of operations. During the three and nine months ended September 30, 2016, we recorded a $0.1 million loss and a $0.5 million gain, respectively, on the changes in the fair value, which is included in interest expense on the consolidated statements of operations.2021 or 2020.

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company ~~either~~ defaults ~~or is capable of being declared in default~~ on any of its indebtedness, then the Company could also be declared in default

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

on its derivative obligations. As of September 30, ~~2017,~~2021, the fair value of derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was ~~zero.~~$41.9 million. As of September 30, ~~2017,~~2021, the Company ~~has~~was not ~~posted~~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 ~~zero at~~$42.4 million as of September 30, ~~2017.~~2021.

Gains and losses on terminated hedges are included in accumulated other comprehensive ~~loss,~~income (loss), and are recognized into earnings over the term of the related mortgage obligation. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive loss 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 ~~$0.8~~$16.3 million of the current balance held in accumulated other comprehensive loss will be reclassified ~~into~~int interest expense and ~~$0.3~~$4.1 million of the portion related to our share of joint venture accumulated other comprehensive loss will be reclassified into equity in net ~~income~~loss from unconsolidated joint ventures within the next 12 months.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

The following table presents the effect 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 three months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively (in thousands):


	Amount of (Loss) Recognized in Other Comprehensive Loss (Effective Portion)						Location of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)				Location of (Loss) Recognized in Income on Derivative		Amount of (Loss) Gain Recognized into Income (Ineffective Portion)									Amount of Loss Recognized in Other Comprehensive Loss							Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income		Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income
	Three Months Ended September 30,							Three Months Ended September 30,					Three Months Ended September 30,									Three Months Ended September 30,									Three Months Ended September 30,
Derivative	2017			2016				2017		2016			2017				2016			Derivative		2021				2020								2021				2020
Interest Rate Swaps/Caps	$	(304	)	$	(7	)	Interest expense	$	85	$	1,442		Interest expense		$	4			$	—	Interest Rate Swaps/Caps			$	(450)			$	(318)				Interest expense			$	(4,416)			$	(5,162)
Share of unconsolidated joint ventures' derivative instruments	(290		)	(222		)	Equity in net income from unconsolidated joint ventures	185		547			Equity in net income from unconsolidated joint ventures		(48		)		830		Share of unconsolidated joint ventures' derivative instruments			(143)				(199)					Equity in net loss from unconsolidated joint ventures			(2,792)				(1,454)
	$	(594	)	$	(229	)		$	270	$	1,989			$	(44	)		$	830				$	(593)			$	(517)							$	(7,208)			$	(6,616)

The following table presents the effect 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 nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively (in thousands):


	Amount of Gain (Loss) Recognized in Other Comprehensive Loss				Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income
	Nine Months Ended September 30,					Nine Months Ended September 30,
Derivative	2021		2020				2021		2020
Interest Rate Swaps/Caps	$	7,305	$	(52,808)		Interest expense	$	(13,359)	$	(9,610)
Share of unconsolidated joint ventures' derivative instruments	(20,641)		(8,375)			Equity in net loss from unconsolidated joint ventures	(6,542)		(3,347)
	$	(13,336)	$	(61,183)			$	(19,901)	$	(12,957)

The following table summarizes the notional value at inception and fair value of our joint ventures' derivative financial instruments as of September 30, 2021 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	$	1,075,000	2.850	%	September 2021	September 2022	Asset	$	2
Interest Rate Cap	125,000		2.850	%	September 2021	September 2022	Asset	—
Interest Rate Cap	1,250,000		1.250	%	November 2020	October 2024	Asset	5,005
Interest Rate Swap	177,000		1.669	%	March 2016	February 2026	Liability	(6,190)
								$	(1,183)

Amount of (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
Location of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Amount of Loss
Reclassified from
Accumulated Other
Comprehensive Loss into Income
(Effective Portion) Location of (Loss) Recognized in Income on Derivative Amount of (Loss)
Recognized into Income
(Ineffective Portion)
Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,
Derivative 2017 2016 2017 2016 2017 2016
Interest Rate Swaps/Caps $ (5,477 ) $ (8,112 ) Interest expense $ 1,583
$ 8,073
Interest expense $ (4 ) $ (38 )
Share of unconsolidated joint ventures' derivative instruments (1,277 ) (5,992 ) Equity in net income from unconsolidated joint ventures 876
1,465
Equity in net income from unconsolidated joint ventures (109 ) (206 )
$ (6,754 ) $ (14,104 ) $ 2,459
$ 9,538
$ (113 ) $ (244 )

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, ~~2017~~2021

(unaudited)

18. Lease Income

~~18.~~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.

The components of lease income from operating leases during the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Fixed lease payments	$	142,979	$	171,866	$	473,466	$	538,601
Variable lease payments	12,660		21,979		58,634		70,892
Total lease payments (1)	$	155,639	$	193,845	$	532,100	$	609,493
Amortization of acquired above and below-market leases	(276)		1,670		(4,037)		4,539
Total rental revenue	$	155,363	$	195,515	$	528,063	$	614,032

(1)Amounts include $52.0 million and $175.5 million of sublease income during the three and nine months ended September 30, 2021 and $59.8 million and $180.2 million of sublease income for the three and nine months ended September 30, 2020, respectively.

The components of lease income from sales-type leases during the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Loss recognized at commencement, net (1)	$	—	$	(5,973)	$	—	$	(5,973)
Interest income (2)	1,108		484		3,313		484
Total gain (loss) recognized on sales-type leases	$	1,108	$	(5,489)	$	3,313	$	(5,489)

(1)These amounts are included in gain on sale of real estate, net and depreciable real estate reserves and impairment in our consolidated statements of operations.

(2)These amounts are included in other income in our consolidated statements of operations.

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

19. Commitments and Contingencies

Legal Proceedings

As of September 30, ~~2017,~~2021, 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.

In September 2021, the Company acquired the fee position in 1591-1597 Broadway. A third party has asserted ownership rights to the fee, which the Company is contesting. See Note 3, "Property Acquisitions."

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. The Company will be contesting the filing, on the basis that the filing was done in bad faith and in violation of HNA's agreements with the Company. See Note 5, "Debt and Preferred Equity Investments."

Environmental Matters

Our management believes that the properties are in compliance in all material respects with applicable ~~Federal,~~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.

~~Capital~~Lease Arrangements

We are a tenant under leases for certain properties, including ground leases. These leases have expirations from 2022 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 ~~Ground Leases Arrangements~~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.

The table below summarizes our current lease arrangements as of September 30, 2021:


Property (1)	Year of Current Expiration	Year of Final Expiration (2)
1185 Avenue of the Americas	2043	2043
SL Green Headquarters at One Vanderbilt (3)	2043	2048
625 Madison Avenue	2022	2054
420 Lexington Avenue	2050	2080
885 Third Avenue	2080	2080
711 Third Avenue (4)	2033	2083
1080 Amsterdam Avenue (5)	2111	2111
15 Beekman (6)(7)	2119	2119

(1)All leases are classified as operating leases unless otherwise specified.

(2)Reflects exercise of all available extension options.

(3)In March 2021, the Company commenced its lease for its corporate headquarters at One Vanderbilt. See note 10, "Related Party Transactions."

(4)The Company owns 50% of the fee interest.

(5)A portion of the lease is classified as a financing lease.

(6)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.

(7)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."

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

The following is a schedule of future minimum lease payments ~~under capital~~as evaluated in accordance with ASC 842 for our financing leases and ~~non-cancellable~~ operating leases with initial terms in excess of one year as of September 30, ~~2017~~2021 (in thousands):


	Financing leases		Operating leases
Remaining 2021	$	871	$	7,324
2022	3,522		29,386
2023	3,570		29,502
2024	3,641		30,545
2025	3,810		30,772
2026	3,858		30,911
Thereafter	256,692		631,532
Total minimum lease payments	$	275,964	$	789,972
Amount representing interest	(150,796)		—
Amount discounted using incremental borrowing rate	—		(352,615)

Lease liabilities	$	125,168	$	437,357

The following table provides lease cost information for the Company's operating leases for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Operating Lease Costs	2021		2020		2021		2020
Operating lease costs before capitalized operating lease costs	$	7,567	$	7,751	$	22,702	$	24,486
Operating lease costs capitalized	(1,010)		(778)		(2,699)		(2,315)
Operating lease costs, net (1)	$	6,557	$	6,973	$	20,003	$	22,171

(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 three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Financing Lease Costs	2021		2020		2021		2020
Interest on financing leases before capitalized interest	$	1,229	$	2,198	$	4,215	$	6,010
Interest on financing leases capitalized	—		(588)		—		(2,378)
Interest on financing leases, net (1)	1,229		1,610		4,215		3,632
Amortization of right-of-use assets (2)	180		304		540		914


Financing lease costs, net	$	1,409	$	1,914	$	4,755	$	4,546

(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.

As of September 30, 2021, the weighted-average discount rate used to calculate the lease liabilities was 4.59%. As of September 30, 2021, the weighted-average remaining lease term was 28 years, inclusive of purchase options expected to be exercised.

Capital lease
Non-cancellable
operating leases
Remaining 2017 $ 597
$ 7,763
2018 2,387
31,049
2019 2,411
31,066
2020 2,620
31,436
2021 2,794
31,628
Thereafter 822,688
732,724
Total minimum lease payments $ 833,497
$ 865,666
Amount representing interest (790,837 )
Capital lease obligations $ 42,660

Table of Contents

SL Green Realty Corp. and SL Green Operating Partnership, L.P.

~~19.~~Notes to Consolidated Financial Statements (cont.)

September 30, 2021

(unaudited)

20. Segment Information

The Company is a REIT with in-house capabilities in commercial and residential property management, acquisitions and dispositions, financing, development and redevelopment, construction and leasing in the New York Metropolitan area, and has ~~two~~2 reportable segments, real estate and debt and preferred equity investments. We evaluate real estate performance and allocate resources based on earnings ~~contribution to income from continuing operations.~~contributions.

The primary sources of revenue are generated from tenant rents, ~~and~~ escalations and reimbursement revenue. Real estate property operating expenses consist primarily of security, maintenance, utility costs, insurance, real estate taxes and ground rent expense (at certain applicable properties). See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity investments.

Selected consolidated results of operations for the three and nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, and selected asset information as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, regarding our operating segments are as follows (in thousands):


	Real Estate Segment		Debt and Preferred Equity Segment		Total Company
Total revenues
Three months ended:
September 30, 2021	$	185,129	$	20,072	$	205,201
September 30, 2020	226,856		22,988		249,844
Nine months ended:
September 30, 2021	$	589,958	$	59,452	$	649,410
September 30, 2020	716,382		101,464		817,846
Net income
Three months ended:
September 30, 2021	$	398,377	$	17,157	$	415,534
September 30, 2020	10,097		10,580		20,677
Nine months ended:
September 30, 2021	$	478,589	$	50,224	$	528,813
September 30, 2020	161,388		53,030		214,418
Total assets
As of:
September 30, 2021	$	9,761,694	$	1,094,165	$	10,855,859
December 31, 2020	10,579,899		1,127,668		11,707,567

~~Table of Contents~~

~~SL Green Realty Corp. and SL Green Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements (cont.)~~

~~September 30, 2017~~

~~(unaudited)~~

Real Estate Segment Debt and Preferred Equity Segment Total Company
Total revenues
Three months ended:
September 30, 2017 $ 326,780
$ 47,820
$ 374,600
September 30, 2016 341,285
75,396
416,681
Nine months ended:
September 30, 2017 1,001,390
148,741
1,150,131
September 30, 2016 1,315,392
174,347
1,489,739
Net income (loss) before equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities

Three months ended:

September 30, 2017 $ 4,873
$ 39,892
$ 44,765
September 30, 2016 (32,731 ) 75,452
42,721
Nine months ended:
September 30, 2017 (504 ) 132,402
131,898
September 30, 2016 (187,222 ) 168,295
(18,927 )
Total assets

As of:

September 30, 2017 $ 12,939,363
$ 2,170,507
$ 15,109,870
December 31, 2016 13,868,672
1,989,115
15,857,787

Income from continuing operations represents total revenues less total expenses for the real estate segment and total investment income less allocated interest expense for the debt and preferred equity segment. Interest costs for the debt and preferred equity segment ~~includes~~include actual costs incurred for borrowings on the ~~2016~~2017 MRA and ~~2017 MRA.~~the FHLB Facility. Interest is imputed on the investments that do not collateralize the ~~2016 MRA or~~ 2017 MRA and the FHLB Facility using our weighted average corporate borrowing cost. We also allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment. We do not allocate marketing, general and administrative expenses to the debt and preferred equity segment ~~since~~because the use of personnel and resources is dependent on transaction volume between the two segments and varies ~~period over period.~~between periods. In addition, we base performance on the individual segments prior to allocating marketing, general and administrative expenses. For the three and nine months ended September 30, ~~2017,~~2021, marketing, general and administrative expenses totaled ~~$24.0~~$23.5 million and ~~$72.4~~$68.4 million, respectively. For the three and nine months ended September 30, ~~2016,~~2020, marketing, general and administrative expenses totaled ~~$25.5~~$23.6 million and ~~$74.0~~$66.7 million, respectively. All other expenses, except interest, relate entirely to the real estate assets.

There were no transactions between the above two segments.

~~The table below reconciles income from continuing operations to net income for the three and nine months ended September 30, 2017 and 2016 (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017
2016 2017 2016
Net income (loss) before equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities $ 44,765
$ 42,721
$ 131,898
$ (18,927 )
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 1,030
225
16,166
43,588
Gain (loss) on sale of real estate, net —
397
(3,256 ) 210,750
Depreciable real estate reserves —
—
(85,336 ) (10,387 )
Gain (loss) on sale of investment in marketable securities —
—
3,262
(83 )
Net income $ 45,795
$ 43,343

$ 62,734

$ 224,941

Table of Contents

ITEM 2. 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, ~~with in-house capabilities~~engaged in the acquisition, development, ownership, management and operation of commercial and residential ~~property management, acquisitions and dispositions, financing, development and redevelopment, construction and leasing.~~real estate properties, principally office properties, located in the New York metropolitan area. 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.

~~Reckson Associates Realty Corp., or Reckson, and Reckson Operating Partnership, L.P. or ROP, are wholly-owned subsidiaries of the SL Green Realty Corp.~~

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report ofon this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

As of September 30, ~~2017,~~2021, we owned the following interests in properties in the New York ~~Metropolitan~~metropolitan area, primarily in midtown Manhattan. Our investments ~~in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey, which~~located outside of Manhattan are ~~collectively known~~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 Occupancy(1) (unaudited)
Commercial:
Manhattan	Office		14	8,499,045	10	12,004,183	24	20,503,228	92.5	%
	Retail		2	17,888	9	301,996	11	319,884	94.8	%
	Development/Redevelopment	(1)	8	2,538,284	3	3,275,508	11	5,813,792	N/A
	Fee Interest		1	7,684	—	—	1	7,684	N/A
			25	11,062,901	22	15,581,687	47	26,644,588	92.5	%
Suburban	Office		7	862,800	—	—	7	862,800	80.5	%



Total commercial properties			32	11,925,701	22	15,581,687	54	27,507,388	92.0	%
Residential:
Manhattan	Residential		1	82,250	6	445,934	7	528,184	95.6	%

Total portfolio			33	12,007,951	28	16,027,621	61	28,035,572	92.1	%

Consolidated Unconsolidated Total
Location Property
Type Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited)
Weighted Average Occupancy(1) (unaudited)
Commercial:
Manhattan Office 24
16,054,606
7
6,558,139
31
22,612,745
93.4 %
Retail 4
(2) 302,583
9
347,970
13
650,553
94.5 %
Development/Redevelopment 7
158,985
4
770,514
11
929,499
59.9 %
Fee Interest 1
176,530
1
—
2
176,530
100.0 %
36
16,692,704
21
7,676,623
57
24,369,327
92.2 %
Suburban Office 22
3,608,800
2
640,000
24
4,248,800
83.1 %
Retail 1
52,000
—
—
1
52,000
100.0 %
Development/Redevelopment 1
1,000
1
—
2
1,000
100.0 %
24
3,661,800
3
640,000
27
4,301,800
83.3 %
Total commercial properties 60
20,354,504
24
8,316,623
84
28,671,127
90.8 %
Residential:
Manhattan Residential 3
(2) 472,105
12
2,656,856
15
3,128,961
86.4 %
Suburban Residential —
—
—
—
—
—
— %
Total residential properties 3
472,105
12
2,656,856
15
3,128,961
86.4 %
Total portfolio⁽²⁾⁽³⁾
63
20,826,609
36
10,973,479
99
31,800,088
90.4 %
(1)The weighted average occupancy for commercial properties represents the total occupied square footage divided by the total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by the total available units. Properties under construction are not included in the calculation of weighted average occupancy.


~~(1)~~	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.

~~(2)~~


~~(3)~~	Includes the properties at 16 Court Street in Brooklyn, New York, and 125 Chubb Avenue in Lyndhurst, New Jersey which are classified as held for sale at September 30, 2017. The sales closed in October 2017.

As of September 30, ~~2017,~~2021, we also managed ~~an approximately 336,000 square foot (unaudited)~~two office ~~building~~buildings owned by a third ~~party~~parties encompassing approximately 2.1 million square feet (unaudited), and held debt and preferred equity investments with a book value of ~~$2.2~~$1.1 billion, ~~including~~ excluding approximately $0.1 billion of debt and preferred equity investments and other financing receivables that are included in other balance sheet line items other than the Debt and ~~Preferred Equity Investments~~preferred equity investments line item.

~~Table of Contents~~

Critical Accounting Policies

Refer to the ~~2016~~2020 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting policies, which include investment in commercial real estate properties, investment in unconsolidated joint ventures, lease classification, revenue recognition, ~~allowance for doubtful accounts, reserve for possible credit losses~~ and ~~derivative instruments. There have been no changes to these accounting policies during~~debt and preferred equity investments. During the three and nine months ended September 30, ~~2017.~~

2021, there were no material changes to these policies.

Table of Contents

~~Reconciliation of Net Income to Same-Store Operating Income~~

The Company presents Same-Store Operating Income because the Company believes that this measure, when taken together with the corresponding GAAP financial measures and our reconciliation, provides investors with meaningful information regarding the operating performance of properties. When operating performance is compared across multiple periods, the investor is provided with information not immediately apparent from net income that is determined in accordance with GAAP. Same-Store Operating Income provides information on trends in the revenue generated and expenses incurred in operating our properties, unaffected by the cost of leverage, depreciation, amortization, and other net income components. The Company uses this metric internally as a performance measure. This measure is not an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.

~~For properties owned since January 1, 2016 and still owned and operated at September 30, 2017, Same-Store Operating Income is determined as follows (in millions):~~

Three months ended Nine months ended
September 30, September 30,
(in millions) 2017 2016 2017 2016
Net income $ 45.8
$ 43.3
$ 62.7
$ 224.9
Equity in net gain on sale of interest in unconsolidated joint venture/real estate (1.0 ) (0.2 ) (16.2 ) (43.6 )
Loss (gain) on sale of real estate, net —
(0.4 ) 3.3
(210.8 )
Depreciable real estate reserves —
—
85.3
10.4
Loss on sale of investment in marketable securities —
—
(3.3 ) 0.1
Depreciation and amortization 91.7
112.7
318.9
717.0
Interest expense, net of interest income 65.6
72.6
196.1
256.3
Amortization of deferred financing costs 4.0
4.8
12.2
20.2
Operating income 206.1
232.8
659.0
974.5
Less: Operating income from other properties/affiliates (31.9 ) (72.8 ) (129.5 ) (465.5 )
Same-store operating income $ 174.2
$ 160.0
$ 529.5
$ 509.0

Results of Operations

The COVID-19 pandemic has caused, and continues to cause, severe disruptions with wide ranging impacts to the global economy and everyday life. Our business, results of operations, liquidity, cash flows, prospects, and our ability to achieve forward-looking targets and expectations could be materially and adversely affected. This could also cause significant volatility in the trading prices of our securities. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration, severity and spread of the pandemic, health and safety actions taken to contain its spread including vaccination efforts, the impact of new variants, and how quickly and to what extent normal economic and operating conditions can resume. Additionally, the COVID-19 pandemic could increase the magnitude of many of the other risks described in our latest Annual Report on Form 10-K and our other SEC filings and may have other adverse effects on our operations that we are not currently able to predict.

Comparison of the three months ended September 30, ~~2017~~2021 to the three months ended September 30, ~~2016~~2020

The following comparison for the three months ended September 30, ~~2017,~~2021, or ~~2017,~~2021, to the three months ended September 30, ~~2016,~~2020, or ~~2016,~~2020, makes reference to the effect of the following:


i.	~~“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2016 and still owned by us in the same manner at September 30, 2017 (Same-Store Properties totale~~d52 ~~of our 63 consolidated operating properties),~~


~~ii.~~	“Acquisition Properties,” which represents all properties or interests in properties acquired in 2017 and 2016 and all non-Same-Store Properties, including properties that are under development, redevelopment or were deconsolidated during the period,


~~iii.~~	~~"Disposed Properties" which represents all properties or interests in properties sold or partially sold in 2017 and 2016, and~~


~~iv.~~	~~“Other,” which represents corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.~~

i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2020 and still owned by us in the same manner as of September 30, 2021 (Same-Store Properties totaled 22 of our 33 consolidated operating buildings),

ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2021 and 2020 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 2021 and 2020, and

iv.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.


	Same-Store								Disposed				Other				Consolidated
(in millions)	2021		2020		$ Change		% Change		2021		2020		2021		2020		2021		2020		$ Change		% Change

Rental revenue	$	133.7	$	145.5	$	(11.8)	(8.1)	%	$	3.9	$	28.1	$	17.8	$	21.9	$	155.4	$	195.5	$	(40.1)	(20.5)	%

Investment income	—		—		—		—	%	—		—		20.1		23.0		20.1		23.0		(2.9)		(12.6)	%
Other income	2.1		0.4		1.7		425.0	%	—		20.8		27.7		10.1		29.8		31.3		(1.5)		(4.8)	%
Total revenues	135.8		145.9		(10.1)		(6.9)	%	3.9		48.9		65.6		55.0		205.3		249.8		(44.5)		(17.8)	%

Property operating expenses	66.2		71.0		(4.8)		(6.8)	%	1.6		10.8		11.6		14.6		79.4		96.4		(17.0)		(17.6)	%
Transaction related costs	—		—		—		—	%	—		—		0.2		—		0.2		—		0.2		100.0	%
Marketing, general and administrative	—		—		—		—	%	—		—		23.5		23.6		23.5		23.6		(0.1)		(0.4)	%
	66.2		71.0		(4.8)		(6.8)	%	1.6		10.8		35.3		38.2		103.1		120.0		(16.9)		(14.1)	%



Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income																	(17.2)		(26.7)		9.5		(35.6)	%
Depreciation and amortization																	(49.3)		(92.5)		43.2		(46.7)	%
Equity in net loss from unconsolidated joint ventures																	(15.5)		(0.4)		(15.1)		3,775.0	%
Equity in net loss on sale of interest in unconsolidated joint venture/real estate																	(1.3)		—		(1.3)		100.0	%
Purchase price and other fair value adjustments																	208.8		—		208.8		100.0	%
Gain on sale of real estate, net																	187.8		26.1		161.7		619.5	%
Depreciable real estate reserves and impairment																	—		(6.6)		6.6		(100.0)	%

Loan loss and other investment reserves, net of recoveries																	—		(9.0)		9.0		(100.0)	%




Net income																	$	415.5	$	20.7	$	394.8	1,907.2	%

Table of Contents

Same-Store Disposed Other Consolidated
(in millions) 2017 2016
$
Change

%
Change
2017 2016 2017 2016 2017 2016
$
Change

%
Change
Rental revenue $ 270.9
$ 248.8
$ 22.1
8.9 % $ 0.3
$ 26.7
$ 3.6
$ 6.0
$ 274.8
$ 281.5
$ (6.7 ) (2.4 )%
Escalation and reimbursement 44.4
50.2
(5.8 ) (11.6 )% —
2.5
0.3
0.4
44.7
53.1
(8.4 ) (15.8 )%
Investment income —
—
—
— % —
—
47.8
75.4
47.8
75.4
(27.6 ) (36.6 )%
Other income 1.8
1.7
0.1
5.9 % —
0.1
5.5
4.9
7.3
6.7
0.6
9.0 %
Total revenues 317.1
300.7
16.4
5.5 % 0.3
29.3
57.2
86.7
374.6
416.7
(42.1 ) (10.1 )%

Property operating expenses 142.9
140.7
2.2
1.6 % 0.4
7.4
5.1
3.8
148.4
151.9
(3.5 ) (2.3 )%
Transaction related costs —
—
—
— % —
—
0.2
2.6
0.2
2.6
(2.4 ) (92.3 )%
Marketing, general and administrative —
—
—
— % —
—
24.0
25.5
24.0
25.5
(1.5 ) (5.9 )%
142.9
140.7
2.2
1.6 % 0.4
7.4
29.3
31.9
172.6
180.0
(7.4 ) (4.1 )%

Operating income before equity in net income from unconsolidated joint ventures $ 174.2
$ 160.0
$ 14.2
8.9 % $ (0.1 ) $ 21.9
$ 27.9
$ 54.8
$ 202.0
$ 236.7
$ (34.7 ) (14.7 )%

Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income (69.6 ) (77.4 ) 7.8
(10.1 )%
Depreciation and amortization

(91.7 ) (112.7 ) 21.0
(18.6 )%
Equity in net income (loss) from unconsolidated joint ventures 4.1
(4.0 ) 8.1
(202.5 )%
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 1.0
0.2
0.8
400.0 %
Gain (loss) on sale of real estate, net —
0.4
(0.4 ) (100.0 )%
Net income $ 45.8
$ 43.2
$ 2.6
6.0 %

Rental ~~Escalation and Reimbursement Revenues~~Revenue

Rental revenues decreased primarily ~~as a result of~~due to our Disposed Properties ($~~26.4~~24.2 million), ~~which included the effect~~properties moved into redevelopment ($9.9 million), and a lower contribution from our Same-Store properties ($11.9 million) driven by increased vacancy at 1185 Avenue of the ~~partial sale~~Americas ($7.9 million) and ~~deconsolidation of 11 Madison~~485 Lexington Avenue ~~in the third quarter of 2016~~ ($~~16.7~~1.5 million),. This was partially offset by increased ~~rental~~ revenue at ~~our Same-Store Properties~~609 Fifth Avenue ($~~22.1~~4.3 million)~~. Increased rental revenue at our Same-Store Properties was primarily driven by 1515 Broadway which, in 2016, recognized accounting write-offs ($17.4 million) related~~ and the addition of 885 Third Avenue to the ~~space previously leased to Aeropostale following~~consolidated portfolio in the ~~tenant's bankruptcy.~~

~~Escalation and reimbursement revenue decreased primarily as a result~~first quarter of ~~Disposed Properties~~2021 ($~~2.5 million) and lower recoveries at our Same-Store properties ($5.8~~2.9 million).

The following table presents a summary of the commenced leasing activity for the three months ended September 30, ~~2017~~2021 in our Manhattan ~~and Suburban~~ portfolio:


	Usable SF	Rentable SF	New Cash Rent (per rentable SF) (1)		Prev. Escalated Rent (per rentable SF) (2)		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)
Manhattan
Space available at beginning of the period	1,484,703



Properties in redevelopment	(96,090)
Space which became available during the period (3)
• Office	267,332
• Retail	9,830
• Storage	4,487
	281,649
Total space available	1,670,262
Leased space commenced during the period:
• Office(4)	107,535	124,684	$	62.82	$	61.87	$	15.47	4.5	5.6
• Retail	1,277	1,277	$	65.78	$	86.54	$	—	—	3.0
• Storage	4,358	4,774	$	23.54	$	31.55	$	—	1.0	4.2
Total leased space commenced	113,170	130,735	$	61.42	$	61.22	$	14.76	4.3	5.5

Total available space at end of period	1,557,092

Early renewals
• Office	62,160	69,429	$	67.68	$	73.30	$	15.47	3.7	4.9
• Retail	11,396	10,812	$	86.65	$	85.94	$	—	0.8	2.4

Total early renewals	73,556	80,241	$	70.24	$	75.00	$	13.38	3.3	4.6

Total commenced leases, including replaced previous vacancy
• Office		194,113	$	64.56	$	67.18	$	15.47	4.2	5.4
• Retail		12,089	$	84.45	$	86.00	$	—	0.7	2.5
• Storage		4,774	$	23.54	$	31.55	$	—	1.0	4.2
Total commenced leases		210,976	$	64.77	$	67.95	$	14.24	3.9	5.2

(1)Annual initial base rent.

(2)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.

(3)Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

(4)Average starting office rent excluding new tenants replacing vacancies was $62.54 per rentable square feet for 79,992 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $64.93 per rentable square feet for 149,421 rentable square feet.

Table of Contents

Useable
SF

Rentable
SF

New
Cash
Rent (per
rentable
SF) ⁽¹⁾

Prev.
Escalated
Rent (per
rentable
SF) ⁽²⁾

TI/LC
per
rentable
SF

Free
Rent (in
months)

Average
Lease
Term (in
years)
Manhattan

Space available at beginning of the period 1,553,301

Space which became available during the period ⁽³⁾

•       Office 149,453

•       Retail 1,600

•       Storage 3,102

154,155

Total space available 1,707,456

Leased space commenced during the period:

•       Office⁽⁴⁾
198,250
214,637
$ 73.72
$ 62.63
$ 60.01
4.1
7.0
•       Retail 11,715
11,180
$ 356.82
$ 475.65
$ 111.55
8.3
10.3
•       Storage 1,082
994
$ 35.92
$ —
$ —
—
13.1
Total leased space commenced 211,047
226,811
$ 87.51
$ 105.70
$ 62.28
4.3
7.2

Total available space at end of period 1,496,409

Early renewals

•       Office 75,472
85,927
$ 76.42
$ 78.87
$ 8.78
1.0
4.4
•       Retail 7,058
6,430
$ 236.77
$ 226.52
$ 10.95
0.4
7.9
Total early renewals 82,530
92,357
$ 87.59
$ 89.15
$ 8.93
1.0
4.6

Total commenced leases, including replaced previous vacancy

•       Office 300,564
$ 74.50
$ 70.30
$ 45.36
3.2
6.3
•       Retail
17,610
$ 312.99
$ 384.69
$ 74.82
5.5
9.4
•       Storage
994
$ 35.92
$ —
$ —
—
13.1
Total commenced leases
319,168
$ 87.53
$ 98.04
$ 46.85
3.3
6.5

~~Table of Contents~~

Useable
SF

Rentable
SF

New
Cash
Rent (per
rentable
SF) ⁽¹⁾

Prev.
Escalated
Rent (per
rentable
SF) ⁽²⁾

TI/LC
per
rentable
SF

Free
Rent (in
months)

Average
Lease
Term (in
years)
Suburban

Space available at beginning of period 926,139

Sold vacancies (61,954 )
Space which became available during the period⁽³⁾

•       Office 86,623

•       Storage 404

87,027

Total space available 951,212

Leased space commenced during the period:

•       Office⁽⁵⁾
94,896
93,612
$ 29.63
$ 32.66
$ 36.36
5.6
7.7
Total leased space commenced 94,896
93,612
$ 29.63
$ 32.66
$ 36.36
5.6
7.7

Total available space at end of the period 856,316

Early renewals

•       Office 39,767
39,767
$ 31.44
$ 33.33
$ 10.77
11.8
5.9
•       Retail —
—
$ —
$ —
$ —
—
—
•       Storage 658
658
$ 14.52
$ 15.14
$ —
—
6.7
Total early renewals 40,425
40,425
$ 31.16
$ 33.03
$ 10.59
11.6
6.0

Total commenced leases, including replaced previous vacancy

•       Office
133,379
$ 30.17
$ 32.94
$ 28.73
7.5
7.2
•       Retail
—
$ —
$ —
$ —
—
—
•       Storage
658
$ 14.52
$ 15.14
$ —
—
6.7
Total commenced leases
134,037
$ 30.09
$ 32.82
$ 28.59
7.4
7.4


~~(1)~~	~~Annual initial base rent.~~


~~(2)~~	~~Escalated rent is calculated as total annual income less electric charges.~~


~~(3)~~	~~Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.~~


~~(4)~~	~~Average starting office rent excluding new tenants replacing vacancies was $67.52 per rentable square feet for~~ ~~96,047~~ ~~rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was~~ ~~$71.73~~ ~~per rentable square feet for~~ ~~181,974~~ ~~rentable square feet.~~


~~(5)~~	~~Average starting office rent excluding new tenants replacing vacancies was $30.96 per rentable square feet for~~ ~~55,545~~ ~~rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was~~ ~~$31.16~~ ~~per rentable square feet for~~ ~~95,312~~ ~~rentable square feet.~~

Investment Income

For the three months ended September 30, ~~2017,~~2021, investment income decreased primarily as a result of ~~additional income recognized from the recapitalization of~~ a ~~debt investment ($41.0 million)~~decrease in the ~~third quarter of 2016, partially offset by a larger~~ weighted average ~~book~~ balance of our debt and ~~an increase in the LIBOR benchmark rate.~~preferred equity investments. For the three months ended September 30, ~~2017,~~2021, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were ~~$2.0~~$1.1 billion and ~~9.4%~~7.3%, ~~excluding our investment in Two Herald Square which was put on non-accrual in August 2017,~~ respectively, as compared to ~~$1.4~~$1.2 billion and ~~9.4%~~7.0%, respectively, for the ~~same period in 2016. As of~~three months ended September 30, ~~2017, the debt and preferred equity investments had a weighted average term to maturity of 2.3 years excluding extension options and our investment in Two Herald Square.~~2020.

Other Income

Other income ~~increased~~decreased primarily due to income, net of legal costs, derived from a legal settlement during the three months ended September 30, 2020 ($20.2 million), offset by an increase in lease termination income from 609 Fifth Avenue ($11.4 million) and an increase in leasing and management fee income during the three months ended September 30, 2021 ($11.9 million) as ~~a result of construction management and other fees earned from~~compared to the ~~One Vanderbilt venture~~same period in 2020 ($~~0.5~~4.8 million) ~~in 2017.~~.

Property Operating Expenses

Property operating expenses decreased primarily due to reduced variable expenses and real estate taxes at our Disposed Properties ($4.6 million and $4.2 million, respectively), including the ~~effect~~deconsolidation of 220 East 42nd Street ($4.4 million) as a result of the ~~partial~~interest sale ~~and deconsolidation of 11 Madison Avenue ($3.7 million) in~~during the third quarter of ~~2016, and the partial sale of 400 East 57th Street ($1.6 million) in the fourth quarter of 2016, offset by increased~~2021. Further decreases resulted from reduced real estate taxes at our Same-Store and Acquisition Properties ($~~2.9 million).~~

~~Table of Contents~~

~~Transaction Related Costs~~

~~The decrease in transaction related costs in 2017 is primarily due to the adoption of ASU No. 2017-01 in 2017, which clarified the definition of a business~~4.8 million and provided guidance to assist in determining whether transactions should be accounted for as acquisitions of assets or businesses. Following the adoption of the guidance, most of our real estate acquisitions are considered asset acquisitions and transaction costs are therefore capitalized to the investment basis when they would have previously been expensed under the previous guidance. Transaction costs expensed in 2017 relate primarily to deals that are not moving forward for which any costs incurred are expensed.$2.7 million, respectively).

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses decreased to $23.5 million for the three months ended September 30, 2017 were $24.0 million, or 5.1% of total combined revenues, including our share of joint venture revenues, and an annualized 51 basis points of total combined assets, including our share of joint venture assets2021, compared to ~~$25.5~~$23.6 million ~~or 5.2% of total revenues including our share of joint venture revenues, and 55 basis points of total assets including our share of joint venture assets~~ for ~~2016.~~the same period in 2020.

Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income

Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily ~~as a result of the Disposed Properties~~due to interest capitalization in connection with properties that are under development ($~~10.7~~3.3 million) ~~which included~~, the deconsolidation of ~~11 Madison~~220 East 42nd Street ($2.6 million), a decrease in interest expense for the 2017 revolving credit facility ($1.8 million) and term loans ($0.4 million) resulting from a decrease in the average LIBOR rate during the three months ended September 30, 2021 as compared to the three months ended September 30, 2020, and lower interest expense from repayments of $350.0 million of senior unsecured notes in the third quarter of ~~2016~~2021 ($~~6.4 million), partially offset by a higher weighted average balance of the 2012 revolving credit facility ($2.1 million), and a higher weighted average balance of the 2012 term loan facility ($1.6~~0.8 million). The weighted average consolidated debt balance outstanding was ~~$6.7~~$4.3 billion for the three months ended September 30, ~~2017~~2021, compared to ~~$7.2~~$5.6 billion for the three months ended September 30, ~~2016.~~2020. The consolidated weighted average interest rate was ~~3.98%~~3.06% for the three months ended September 30, ~~2017~~2021, as compared to ~~4.00%~~2.91% for the three months ended September 30, ~~2016.~~2020.

Depreciation and Amortization

Depreciation and amortization decreased primarily ~~as a result~~due to accelerated depreciation at One Madison Avenue in the third quarter of 2020 related to the property's redevelopment ($34.5 million) and decreased depreciation and amortization at our Disposed Properties ($~~11.0 million), the acquisition of 110 Greene Street ($5.6~~7.0 million) and ~~starting the redevelopment of 5-7 Dey Street, 183 & 187 Broadway in 2017~~Same-Store Properties ($~~5.1~~1.8 million).

Equity in ~~Net Income in Unconsolidated Joint Venture~~net loss from unconsolidated joint ventures

Equity in net ~~income~~loss from unconsolidated joint ventures increased primarily as a result of ~~additional~~higher depreciation expense ~~from~~at One Vanderbilt Avenue ($14.8 million), which was put in service during the ~~deconsolidation~~fourth quarter of ~~11 Madison Avenue ($10.4 million) in 2016, partially offset by the repayment of a debt position held in an unconsolidated joint venture ($1.5 million).~~2020.

Equity in ~~Net Gain~~net loss on ~~Sale~~sale of ~~Interest~~interest in ~~Unconsolidated Joint Ventures/Real Estate~~unconsolidated joint venture/real estate x

During the three months ended September 30, ~~2017,~~2021, we recognized a ~~gain~~loss on sale related to the sale of our interest in ~~102 Greene~~400 East 57th Street ($~~0.3~~1.0 million). During the three months ended September 30, 2020, we did not sell any joint venture interests.

Purchase price and other fair value adjustments

During the three months ended September 30, 2021, we recorded a $206.8 million fair value adjustment related to our the 51.0% interest we retained in 220 East 42nd Street, which was deconsolidated when a 49%joint venture interest was sold. During the three months ended September 30, 2020, we did not record any purchase price and other fair value adjustments.

Gain on sale of real estate, net

During the three months ended September 30, 2021, we recognized gains from the sales of a 49% joint venture interest in 220 East 42nd Street ($175.1 million) and the retained interest in 410 Tenth Avenue from when the property was sold in the fourth quarter of 2020 ($12.6 million). During the three months ended September 30, 2020, we recognized gains on sales related to 15 Beekman ($17.7 million) and 400 East 58th Street ($8.3 million).

5968

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Depreciable real estate reserves and impairment

During the three months ended September 30, 2021, we did not recognize any depreciable real estate reserves and impairment. During the three months ended September 30, 2020, we recognized depreciable real estate reserves and impairment related to 712 Madison Avenue ($6.6 million).

Loan loss and other investment reserves, net of recoveries

During the three months ended September 30, 2021 we did not recognize any loan loss and other investment reserves. During the three months ended September 30, 2020, we recorded $9.0 million of losses related to certain Debt and Preferred Equity investments that were sold.

Comparison of the nine months ended September 30, ~~2017~~2021 to the nine months ended September 30, ~~2016~~2020

The following comparison for the nine months ended September 30, ~~2017,~~2021, or ~~2017,~~2021, to the nine months ended September 30, ~~2016,~~2020, or ~~2016,~~2020, makes reference to the effect of the following:


i.	~~“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2016 and still owned by us in the same manner at September 30, 2017 (Same-Store Properties totale~~d52 ~~of our 63 consolidated operating properties),~~


~~ii.~~	~~“Acquisition Properties,” which represents all properties or interests in properties acquired in 2017 and 2016 and all non-~~


~~iii.~~	~~"Disposed Properties" which represents all properties or interests in properties sold or partially sold in 2017 and 2016, and~~


~~iv.~~	~~“Other,” which represents corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.~~

iii."Disposed Properties," which represents all properties or interests in properties sold or partially sold in 2021 and 2020, and

iv.“Other,” which represents properties that were partially sold resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.


	Same-Store								Disposed				Other				Consolidated
(in millions)	2021		2020		$ Change		% Change		2021		2020		2021		2020		2021		2020		$ Change		% Change

Rental revenue	$	410.3	$	434.0	$	(23.7)	(5.5)	%	$	51.0	$	100.3	$	66.8	$	79.7	$	528.1	$	614.0	$	(85.9)	(14.0)	%

Investment income	—		—		—		—	%	—		—		59.5		101.5		59.5		101.5		(42.0)		(41.4)	%
Other income	3.4		11.5		(8.1)		(70.4)	%	2.2		20.8		56.3		70.1		61.9		102.4		(40.5)		(39.6)	%
Total revenues	413.7		445.5		(31.8)		(7.1)	%	53.2		121.1		182.6		251.3		649.5		817.9		(168.4)		(20.6)	%

Property operating expenses	201.8		210.4		(8.6)		(4.1)	%	16.9		37.0		49.6		47.4		268.3		294.8		(26.5)		(9.0)	%
Transaction related costs	—		—		—		—	%	—		—		0.2		0.5		0.2		0.5		(0.3)		(60.0)	%
Marketing, general and administrative	—		—		—		—	%	—		—		68.4		66.7		68.4		66.7		1.7		2.5	%
	201.8		210.4		(8.6)		(4.1)	%	16.9		37.0		118.2		114.6		336.9		362.0		(25.1)		(6.9)	%



Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income																	(66.7)		(99.4)		32.7		(32.9)	%
Depreciation and amortization																	(169.5)		(256.7)		87.2		(34.0)	%
Equity in net loss from unconsolidated joint ventures																	(31.3)		(15.4)		(15.9)		103.2	%
Equity in net loss on sale of interest in unconsolidated joint venture/real estate																	(5.4)		—		(5.4)		100.0	%
Purchase price and other fair value adjustments																	209.5		—		209.5		100.0	%
Gain on sale of real estate, net																	285.3		163.6		121.7		74	%
Depreciable real estate reserves and impairment																	(5.7)		(6.6)		0.9		(13.6)	%


Loan loss and other investment reserves, net of recoveries																	—		(27.0)		27.0		(100.0)	%



Net income																	$	528.8	$	214.4	$	314.4	146.6	%

Same-Store Disposed Other Consolidated
(in millions) 2017 2016
$
Change

%
Change
2017 2016 2017 2016 2017 2016
$
Change

%
Change
Rental revenue $ 810.3
$ 773.3
$ 37.0
4.8 % $ 10.9
$ 255.4
$ 14.3
$ 15.2
$ 835.5
$ 1,043.9
$ (208.4 ) (20.0 )%
Escalation and reimbursement 126.9
134.4
(7.5 ) (5.6 )% 3.5
11.5
1.2
1.5
131.6
147.4
(15.8 ) (10.7 )%
Investment income —
—
—
— % —
—
148.7
174.3
148.7
174.3
(25.6 ) (14.7 )%
Other income 5.0
5.4
(0.4 ) (7.4 )% 0.3
94.1
29.0
24.6
34.3
124.1
(89.8 ) (72.4 )%
Total revenues 942.2
913.1
29.1
3.2 % 14.7
361.0
193.2
215.6
1,150.1
1,489.7
(339.6 ) (22.8 )%

Property operating expenses 412.7
404.1
8.6
2.1 % 3.7
30.5
16.0
12.6
432.4
447.2
(14.8 ) (3.3 )%
Transaction related costs —
—
—
— % —
—
0.4
6.0
0.4
6.0
(5.6 ) (93.3 )%
Marketing, general and administrative —
—
—
— % —
—
72.4
74.0
72.4
74.0
(1.6 ) (2.2 )%
412.7
404.1
8.6
2.1 % 3.7
30.5
88.8
92.6
505.2
527.2
(22.0 ) (4.2 )%

Operating income before equity in net income from unconsolidated joint ventures $ 529.5
$ 509.0
$ 20.5
4.0 % $ 11.0
$ 330.5
$ 104.4
$ 123.0
$ 644.9
$ 962.5
$ (317.6 ) (33.0 )%

Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income (208.3 ) (276.5 ) 68.2
(24.7 )%
Depreciation and amortization (318.9 ) (717.0 ) 398.1
(55.5 )%
Equity in net income (loss) from unconsolidated joint ventures 14.1
12.0
2.1
17.5 %
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 16.2
43.6
(27.4 ) (62.8 )%
Gain (loss) on sale of real estate, net (3.3 ) 210.8
(214.1 ) (101.6 )%
Depreciable real estate reserves (85.3 ) (10.4 ) (74.9 ) 720.2 %
Gain (loss) on sale of investment in marketable securities 3.3
(0.1 ) 3.4
(3,400.0 )%
Net income $ 62.7
$ 224.9
$ (162.2 ) (72.1 )%

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Rental ~~Escalation and Reimbursement Revenues~~Revenue

Rental ~~revenues~~revenue decreased primarily ~~as a result of~~due to our Disposed Properties ($~~244.4~~49.4 million), ~~which included 388-390 Greenwich Street~~properties moved into redevelopment ($32.2 million), and ~~the effect of the partial sale and deconsolidation of 11 Madison Avenue in the third quarter of 2016, partially offset by increased rental revenue at~~a lower contribution from our Same-Store Properties ($~~37.0~~23.7 million)~~. Increased rental revenue at Same-Store Properties was primarily~~ driven by ~~1515 Broadway which, in 2016, recognized accounting write-offs~~increased vacancy at 1185 Avenue of the Americas ($~~17.4~~14.7 million) ~~related to the space previously leased to Aeropostale following the tenant's bankruptcy, 919 Third~~, 485 Lexington Avenue ($~~7.8~~4.9 million), and ~~711~~420 Lexington Avenue ($2.9 million). This was partially offset by the addition of 885 Third Avenue ~~($7.7 million).~~

~~Table~~to the consolidated portfolio in the first quarter of ~~Contents~~

~~Escalation and reimbursement revenue decreased primarily as a result of Disposed Properties~~2021 ($~~8.0 million) and lower recoveries at our Same-Store properties ($7.5~~23.1 million).

The following table presents a summary of the commenced leasing activity for the ~~three~~nine months ended September 30, ~~2017~~2021 in our Manhattan and Suburban portfolio:


	Usable SF	Rentable SF	New Cash Rent (per rentable SF) (1)		Prev. Escalated Rent (per rentable SF) (2)		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)
Manhattan
Space available at beginning of the period	1,717,735

Sold Vacancies	(28,174)

Property in redevelopment	(353,879)
Space which became available during the period (3)
• Office	793,312
• Retail	56,022
• Storage	4,487
	853,821
Total space available	2,189,503
Leased space commenced during the period:
• Office(4)	574,596	622,773	$	67.75	$	65.29	$	68.43	7.0	9.1
• Retail	52,834	54,186	$	50.36	$	78.82	$	8.58	1.6	10.7
• Storage	4,981	5,397	$	25.44	$	31.55	$	—	1.5	4.9
Total leased space commenced	632,411	682,356	$	66.04	$	66.67	$	63.13	6.5	9.2

Total available space at end of period	1,557,092

Early renewals
• Office	307,333	325,410	$	68.57	$	70.04	$	3.60	1.8	2.4
• Retail	50,409	77,042	$	96.21	$	86.21	$	—	0.6	4.4
• Storage	2,248	2,262	$	28.09	$	28.09	$	—	0.5	1.4
Total early renewals	359,990	404,714	$	73.60	$	72.88	$	2.90	1.6	2.8

Total commenced leases, including replaced previous vacancy
• Office		948,183	$	68.03	$	67.70	$	46.18	5.2	6.8
• Retail		131,228	$	77.28	$	83.52	$	3.54	1.0	7.0
• Storage		7,659	$	26.22	$	30.02	$	—	1.2	3.9
Total commenced leases		1,087,070	$	68.85	$	69.94	$	40.71	4.7	6.8

Useable
SF

Rentable
SF

New
Cash
Rent (per
rentable
SF) ⁽¹⁾

Prev.
Escalated
Rent (per
rentable
SF) ⁽²⁾

TI/LC
per
rentable
SF

Free
Rent (in
months)

Average
Lease
Term (in
years)
Manhattan

Space available at beginning of the year 1,149,571

Space which became available during the year ⁽³⁾

•       Office 1,006,674

•       Retail 28,858

•       Storage 14,189

1,049,721

Total space available 2,199,292

Leased space commenced during the year:

•       Office⁽⁴⁾
642,073
705,353
$ 74.68
$ 65.09
$ 57.23
5.2
7.7
•       Retail 27,873
58,070
$ 315.78
$ 253.52
$ 40.66
6.5
13.4
•       Storage 32,937
3,657
$ 35.86
$ 42.91
$ 0.29
—
6.4
Total leased space commenced 702,883
767,080
$ 92.75
$ 91.45
$ 55.70
5.2
8.1

Total available space at end of year 1,496,409

Early renewals

•       Office 200,430
189,071
$ 80.60
$ 76.11
$ 15.10
1.9
4.6
•       Retail 44,602
33,812
$ 70.91
$ 47.20
$ 2.08
0.1
5.5
•       Storage 2,236
2,291
$ 29.99
$ 31.02
$ —
—
2.6
Total early renewals 247,268
225,174
$ 78.63
$ 71.31
$ 13.00
1.6
4.7

Total commenced leases, including replaced previous vacancy

•       Office 894,424
$ 75.93
$ 68.93
$ 48.32
4.5
7.0
•       Retail
91,882
$ 225.67
$ 177.59
$ 26.46
4.2
10.5
•       Storage
5,948
$ 33.60
$ 36.38
$ 0.18
—
4.9
Total commenced leases
992,254
$ 89.54
$ 84.35
$ 46.01
4.4
7.3
(1)Annual initial base rent.

(2)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.

(3)Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

(4)Average starting office rent excluding new tenants replacing vacancies was $61.38 per rentable square feet for 315,977 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $65.03 per rentable square feet for 641,387 rentable square feet.

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Useable
SF

Rentable
SF

New
Cash
Rent (per
rentable
SF) ⁽¹⁾

Prev.
Escalated
Rent (per
rentable
SF) ⁽²⁾

TI/LC
per
rentable
SF

Free
Rent (in
months)

Average
Lease
Term (in
years)
Suburban

Space available at beginning of period 965,021

Sold vacancies (73,919 )
Space which became available during the year ⁽³⁾

•       Office 211,272

•       Retail 338

•       Storage 1,889

213,499

Total space available 1,104,601

Leased space commenced during the year:

•       Office⁽⁵⁾
246,960
259,258
$ 30.06
$ 34.51
$ 36.34
6.3
7.7
•       Retail 338
338
$ 33.00
$ 33.00
$ —
—
5.0
•       Storage 987
1,054
$ 23.72
$ 23.72
$ 27.46
2.4
9.2
Total leased space commenced 248,285
260,650
$ 30.04
$ 34.45
$ 36.25
6.3
7.7

Total available space at end of the year 856,316

Early renewals

•       Office 110,975
112,509
$ 30.95
$ 31.16
$ 4.26
5.8
4.1
•       Storage 1,410
1,410
$ 14.78
$ 14.00
$ —
—
4.5
Total early renewals 112,385
113,919
$ 30.75
$ 30.95
$ 4.21
5.8
4.2

Total commenced leases, including replaced previous vacancy

•       Office
371,767
$ 30.33
$ 32.67
$ 26.63
6.2
6.6
•       Retail
338
$ 33.00
$ 33.00
$ —
—
5.0
•       Storage
2,464
$ 18.60
$ 14.26
$ 11.75
1.0
6.5
Total commenced leases
374,569
$ 30.26
$ 32.53
$ 26.51
6.1
6.6


~~(1)~~	~~Annual initial base rent.~~


~~(2)~~	~~Escalated rent is calculated as total annual income less electric charges.~~


~~(3)~~	~~Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.~~


~~(4)~~	Average starting office rent excluding new tenants replacing vacancies was $70.53 per rentable square feet for 353,537 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $74.04 per rentable square feet for 542,608 rentable square feet.


~~(5)~~	Average starting office rent excluding new tenants replacing vacancies was $35.65 per rentable square feet for 89,326 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $33.01 per rentable square feet for 182,112 rentable square feet.

Investment Income

For the nine months ended September 30, ~~2017,~~2021, investment income decreased primarily as a result of ~~additional income recognized from the recapitalization of~~ a ~~debt investment ($41.0 million)~~decrease in the ~~third quarter~~weighted average balance and weighted average yield of ~~2016, partially offset by previously unrecognized income related to~~ our debt and preferred equity ~~investment in 885 Third Avenue ($14.3 million), a larger weighted average book balance and an increase in the LIBOR benchmark rate.~~investments. For the nine months ended September 30, ~~2017,~~2021, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were ~~$1.9~~$1.1 billion and ~~9.3% excluding our investment in Two Herald Square which was put on non-accrual in August 2017,~~7.1%, respectively, as compared to $1.5 billion and ~~9.8%~~7.9%, respectively, for the ~~same period in 2016. As of~~nine months ended September 30, ~~2017, the debt and preferred equity investments had a weighted average term to maturity of 2.3 years excluding extension options and our investment in Two Herald Square.~~2020.

Other Income

Other income decreased primarily due to lower lease termination income for the nine months ended September 30, 2021 ($21.3 million) as ~~a result of~~compared to the ~~termination fee earned~~same period in ~~connection with the termination of the lease with Citigroup, Inc. at 388-390 Greenwich in 2016~~2020 ($~~94.0~~49.4 million) and ~~promote~~ income, ~~earned in connection with~~net of legal costs, derived from a legal settlement during the ~~sale of 33 Beekman in the second quarter of 2016~~three months ended September 30, 2020 ($~~10.8~~20.2 million)~~. The decrease was~~, partially offset by ~~net fees recognized~~an increase in ~~connection with~~leasing and management fee income for the ~~One Vanderbilt venture in 2017~~nine months ended September 30, 2021 ($~~10.8~~10.6 million).

~~Table of Contents~~

Property Operating Expenses

Property operating expenses decreased primarily ~~as a result of Disposed Properties ($26.7 million) offset by increased~~due to reduced variable expenses and real estate taxes at our Disposed Properties ($9.4 million and $9.6 million, respectively) and Same-Store Properties ($~~8.0 million).~~

~~Transaction Related Costs~~

~~The decrease in transaction related costs in 2017 is primarily due to the adoption of ASU No. 2017-01 in 2017, which clarified the definition of a business~~5.3 million and provided guidance to assist in determining whether transactions should be accounted for as acquisitions of assets or businesses. Following the adoption of the guidance, most of our real estate acquisitions are considered asset acquisitions and transaction costs are therefore capitalized to the investment basis when they would have previously been expensed under the previous guidance. Transaction costs expensed in 2017 related primarily to deals that are not moving forward for which any costs incurred are expensed.$2.0 million, respectively).

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses increased to $68.4 million for the nine months ended September 30, 2017 were $72.4 million, or 5.1% of total combined revenues, including our share of joint venture revenues, and annualized 52 basis points of total combined assets, including our share of joint venture assets2021, compared to ~~$74.0~~$66.7 million ~~or 4.4%~~for the same period in 2020 due to an increase in stock-based compensation expense as a result of ~~total revenues including our share of joint venture revenues, and 53 basis points of total assets including our share of joint venture assets for 2016.~~a higher stock price.

Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income

Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily due to interest capitalization in connection with properties that are under development ($11.7 million) and lower interest expense from the 2017 revolving credit facility ($8.4 million), senior unsecured notes ($7.0 million) and term loans ($5.4 million) resulting from a decrease in the average LIBOR rate during the nine months ended September 30, 2021 as ~~a result of~~compared to the ~~Disposed Properties ($64.5 million).~~nine months ended September 30, 2020. The weighted average consolidated debt balance outstanding was ~~$6.6~~$5.0 billion for the nine months ended September 30, ~~2017~~2021, compared to ~~$9.1~~$6.0 billion for the nine months ended September 30, ~~2016.~~2020. The consolidated weighted average interest rate was ~~4.02%~~2.91% for the nine months ended September 30, ~~2017~~2021, as compared to ~~3.79%~~3.11% for the nine months ended September 30, ~~2016.~~

2020.

Depreciation and Amortization

Depreciation and amortization decreased primarily ~~as a result~~due to accelerated depreciation at One Madison Avenue related to the redevelopment of the property ($70.2 million) during the nine months ended September 30, 2020 and decreased depreciation and amortization at our Same-Store and Disposed Properties ($~~440.5 million), partially offset~~

~~by accelerated amortization at 5-7 Dey Street, 183 & 187 Broadway upon the commencement of demolition of the properties ($39.9 million)~~11.0 million and $13.5 million, respectively).

~~Equity in Net Income in Unconsolidated Joint Venture~~

Equity in net ~~income~~loss from unconsolidated joint ventures

Equity in net loss from unconsolidated joint ventures increased primarily as a result of higher ~~net income contributions from 1745 Broadway~~depreciation expense at One Vanderbilt Avenue ($~~6.4~~25.7 million), which was put in ~~2017,~~service in the fourth quarter of 2020, partially offset by ~~a reduced occupancy~~an increase in income from operations at ~~3 Columbus Circle~~2 Herald Square ($~~3.5~~7.3 million).

Equity in ~~Net Gain~~net loss on ~~Sale~~sale of ~~Interest~~interest in ~~Unconsolidated Joint Ventures/Real Estate~~unconsolidated joint venture/real estate

During the nine months ended September 30, ~~2017,~~2021, we recognized ~~a gain~~losses on ~~sale related to our interests in 747 Madison Avenue ($13.0 million), part~~the sales of our interest in ~~the Stonehenge Portfolio~~55 West 46th Street ($~~0.9~~15.3 million) and 400 East 57th Street ($1.0 million), and 102 Greene Street ($0.3 million). The sale of 747 Madison, which occurred in 2014, did not meet the criteria for sale accounting at that time and, therefore, remained on our consolidated financial statement until the criteria was met in the second quarter of 2017. During the nine months ended September 30, 2016, we recognizedoffset by a gain on the sale ~~related to~~of our ~~interests~~interest in ~~33 Beekman ($33.0 million), 7 Renaissance Square ($4.2 million), 1 Jericho ($3.3 million) and EOP Denver ($2.8 million).~~

~~Gain (loss) on sale of real estate, net~~

During the nine months ended September 30, 2017, we recognized a loss on the sale of 885 Third Avenue ($8.8 million) which closed in 2016, but was only recognized in the second quarter of 2017 due to the sale not meeting the criteria for sale accounting under the full accrual method in ASC 360-20 until the second quarter of 2017. This loss was partially offset by a gain on sale associated with the partial sale of the property at 102 Greene605 West 42nd Street ($~~4.9~~8.3 million). During the nine months ended September 30, ~~2016,~~2020, we ~~recognized gains on sale associated with the sale of the property at 388-390 Greenwich ($206.5 million)~~did not sell any joint venture interests or properties.

Purchase price and ~~248-252 Bedford Avenue in Brooklyn, New York ($15.3 million), which were partially offset by the sale loss on sale of 7 International Drive, Westchester County, NY ($6.9 million).~~

~~Depreciable Real Estate Reserves~~other fair value adjustments

During the nine months ended September 30, ~~2017,~~2021, we recorded a ~~$85.3~~$206.8 million ~~charge~~fair value adjustment related to ~~125 Chubb Avenue~~the 51.0% interest we retained in ~~Lyndhurst, NJ, Stamford Towers and 520 White Plains Road in Tarrytown, NY.~~220 East 42nd Street, which was deconsolidated when a 49% joint venture interest was sold. During the nine months ended September 30, ~~2016,~~2020, we did not record any purchase price and other fair value adjustments.

Gain on sale of real estate, net

During the nine months ended September 30, 2021, we recognized gains from the sale of 635-641 Sixth Avenue ($99.3 million), 410 Tenth Avenue ($11.6 million), and the sale of a 49% joint venture interest in 220 East 42nd Street ($175.1 million). During the nine months ended September 30, 2020, we recognized gains from the sales of 315 West 33rd

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Street ($72.3 million), the retail condominium at 609 Fifth Avenue ($65.4 million), 15 Beekman ($17.7 million) and 400 East 58th Street ($8.3 million).

Depreciable real estate reserves and impairment

During the nine months ended September 30, 2021, we recognized depreciable real estate reserves and impairment related to ~~500 West Putnam~~400 East 57th Street ($~~10.4~~5.7 million). During the nine months ended September 30, 2020, we recognized depreciable real estate reserves and impairment related to 712 Madison Avenue ($6.6 million).

Loan loss and other investment reserves, net of recoveries

During the nine months ended September 30, 2021 we did not record any loan losses. During the nine months ended September 30, 2020 we recorded $12.3 million of losses related to certain debt and preferred equity investments that were sold and $14.7 million of loan loss and other investment reserves in conjunction with recording debt and preferred equity investments and other financing receivables at the net amount expected to be collected.

~~Table of Contents~~

Liquidity and Capital Resources

We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness ~~(which may include exchangeable debt)~~ and for debt and preferred equity investments will include:


~~(1)~~	~~Cash flow from operations;~~


~~(2)~~	~~Cash on hand;~~


~~(3)~~	~~Borrowings under the 2012 credit facility;~~


~~(4)~~	~~Other forms of secured or unsecured financing;~~


~~(5)~~	~~Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments; and~~


~~(6)~~	Proceeds from common or preferred equity or debt offerings by the Company, the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP.

(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 our property mortgages and other loans payable, Master Repurchase Agreement ("MRA"), corporate obligations and our share of joint venture debt, including as-of-right extension options, as of September 30, ~~2017 are~~2021 were as follows (in thousands):


	Remaining 2021		2022		2023		2024		2025		Thereafter		Total
Property mortgages and other loans	$	192,443	$	259,420	$	56,583	$	338,018	$	812	$	581,458	$	1,428,734
MRA	—		—		—		—		—		—		—
Corporate obligations	—		800,000		1,520,000		200,000		100,000		100,000		2,720,000
Joint venture debt-our share	209,672		227,056		750,696		623,047		1,436,027		2,543,144		5,789,642
Total	$	402,115	$	1,286,476	$	2,327,279	$	1,161,065	$	1,536,839	$	3,224,602	$	9,938,376

Remaining 2017 2018 2019 2020 2021 Thereafter Total
Property mortgages and other loans $ 12,846
$ 170,108
$ 59,618
$ 720,958
$ 30,418
$ 2,666,471
$ 3,660,419
MRA and FHLB facilities —
184,642
—
—
—
—
184,642
Corporate obligations ⁽¹⁾
269,000
250,000
1,183,000
530,000
—
400,000
2,632,000
Joint venture debt-our share 79,787
242,799
705,574
320,914
376,765
1,465,371
3,191,210
Total $ 361,633
$ 847,549
$ 1,948,192
$ 1,571,872
$ 407,183
$ 4,531,842
$ 9,668,271


~~(1)~~	The $269.0 million of 3.00% convertible notes which matured in October 2017 became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for $350.8 million.

As of September 30, ~~2017,~~2021, we had ~~$270.3 million~~liquidity of $1.6 billion, comprised of $1.3 billion of availability under our revolving credit facility and $0.3 billion of consolidated cash on hand, inclusive of ~~$28.8~~$34.4 million of marketable securities. ~~We expect to generate positive~~This liquidity excludes $118.1 million representing our share of cash ~~flow from operations for the foreseeable future.~~at unconsolidated joint venture properties. We may seek to divest of properties, or 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 obligations, as described above, upon maturity, if not before.

We ~~also~~ have investments in several real estate joint ventures with various partners who we consider to be financially stable and who have the ability to fund a capital call when needed. 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.

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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 periods presented below.

Cash, restricted cash, and cash equivalents were ~~$241.5~~$345.9 million and ~~$405.9~~$304.4 million atas of September 30, ~~2017~~2021 and ~~2016,~~2020, respectively, representing ~~a decrease~~an increase of ~~$164.4~~$41.5 million. The ~~decrease~~increase was a result of the following changes in cash flows (in thousands):

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	Nine Months Ended September 30,										Nine Months Ended September 30,
	2017			2016			Increase (Decrease)				2021		2020		Change
Net cash provided by operating activities	$	416,621		$	508,792		$	(92,171	)	Net cash provided by operating activities	$	191,012	$	327,943	$	(136,931)
Net cash (used in) provided by investing activities	$	(101,041	)	$	2,405,173		$	(2,506,214	)
Net cash provided by investing activities										Net cash provided by investing activities	886,877		375,023		511,854
Net cash used in financing activities	$	(353,534	)	$	(2,763,468	)	$	2,409,934		Net cash used in financing activities	(1,104,751)		(639,947)		(464,804)

Our principal ~~source~~sources of operating cash flow ~~is related to the leasing and operating of~~are the properties in our consolidated and joint venture portfolios and our debt and preferred equity portfolio. ~~Our properties provide~~These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund ~~quarterly~~ dividend and distribution requirements. ~~Our debt and preferred equity and joint venture investments also provide a steady stream of operating cash flow to us.~~

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 nine months ended September 30, ~~2017,~~2021, when compared to the nine months ended September 30, ~~2016,~~2020, we used cash primarily for the following investing activities (in thousands):

Acquisitions of real estate property $ 12,891
Additions to land, buildings and improvements 18,024
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price (68,552 )
Investments in unconsolidated joint ventures (43,275 )
Distributions in excess of cumulative earnings from unconsolidated joint ventures 108,006
Net proceeds from disposition of real estate/joint venture interest (2,302,858 )
Proceeds from sale or redemption of marketable securities 48,261
Purchases of marketable securities 23,062
Other investments 38,723
Origination of debt and preferred equity investments (380,921 )
Repayments or redemption of debt and preferred equity investments 40,425
Decrease in net cash provided by investing activities $ (2,506,214 )


Acquisitions of real estate	$	(65,945)
Capital expenditures and capitalized interest	73,271

Joint venture investments	(36,747)
Distributions from joint ventures	645,697
Proceeds from sales of real estate/partial interest in property	208,231
Cash assumed from consolidation of real estate investment	9,475
Debt and preferred equity and other investments	(322,128)
Increase in net cash provided by investing activities	$	511,854

Funds spent on capital expenditures, which ~~comprise~~are comprised of building and tenant improvements, decreased from ~~$269.2~~$281.7 million for the nine months ended September 30, ~~2016~~2020 to ~~$251.2~~$208.4 million for the nine months ended September 30, ~~2017, relating primarily~~2021 due to decreased ~~costs incurred in connection with the~~spending on development and redevelopment ~~of properties.~~projects.

We generally fund our investment activity through the sale of real estate, the sale of debt and preferred equity investments, property-level financing, our ~~2012~~ credit ~~facility, our MRA~~ facilities, senior unsecured notes, ~~convertible or exchangeable securities,~~and construction ~~loans and from~~loans. From time to time, the Company ~~issued~~may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest.

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During the nine months ended September 30, ~~2017,~~2021, when compared to the nine months ended September 30, ~~2016,~~2020, we used cash for the following financing activities (in thousands):


Proceeds from our debt obligations	$	(1,447,556)
Repayments of our debt obligations	748,052
Net distribution to noncontrolling interests	(7,396)
Other financing activities	41,009
Proceeds from stock options exercised and DRSPP issuance	47

Repurchase of common stock	101,369
Redemption of preferred stock	79,119
Acquisition of subsidiary interest from noncontrolling interest	1,536
Dividends and distributions paid	19,016
Decrease in net cash provided by financing activities	$	(464,804)

Proceeds from mortgages and other loans payable $ 523,443
Repayments of mortgages and other loans payable 1,079,978
Proceeds from revolving credit facility and senior unsecured notes 187,500
Repayments of revolving credit facility and senior unsecured notes 998,800
Proceeds from stock options exercised and DRIP issuance 71
Repurchase of common stock (349,991 )
Redemption of preferred stock 2,874
Distributions to noncontrolling interests in other partnerships (34,066 )
Contributions from noncontrolling interests in other partnerships 31,183
Distributions to noncontrolling interests in the Operating Partnership (1,394 )
Dividends paid on common and preferred stock (16,900 )
Other obligations related to loan participations (42,413 )
Deferred loan costs and capitalized lease obligation 30,849
Decrease in net cash used in financing activities $ 2,409,934

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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 September 30, ~~2017, 97,445,509~~2021, 66,865,416 shares of common stock and no shares of excess stock were issued and outstanding.

AsOn December 4, 2020, our Board of ~~September 30, 2017, SL Green~~Directors declared an ordinary dividend and a special dividend (together, "the Total Dividend"). The Total Dividend was paid on January 15, 2021 to shareholders of record at the close of business on December 15, 2020 ("the Record Date"). Shareholders had ~~9,200,000~~the opportunity to elect to receive the Total Dividend in the form of all cash or all stock, subject to proration if either option was oversubscribed. Shareholders who elected to receive cash received, for each share of common stock they owned as of the Record Date, approximately $0.3735 in cash and 0.0279 shares of common stock. Shareholders who elected to receive shares received, for each share of common stock they owned as of the Record Date, approximately 0.0343 shares of common stock. The number of shares issued was calculated based on the volume weighted average trading price of SLG's common stock between January 5-7, 2021, of $58.15 per share.

To mitigate the dilutive impact of the common stock issued in the special dividend, the Board of Directors also authorized a reverse stock split, which was effective after markets closed on January 20, 2021. On January 8, 2021, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.02918-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our ~~6.50% Series I Cumulative Redeemable Preferred Stock,~~common stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or ~~Series I Preferred Stock, outstanding. In addition, persons other than~~repurchases that occurred following the ~~Company held Preferred Units~~Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of ~~limited partnership interests~~SLG’s common stock, and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as a result of the cash option being oversubscribed.

Share Repurchase Program

In August 2016, our ~~board~~Board of ~~directors~~Directors approved a ~~stock~~$1.0 billion share repurchase ~~plan~~program under which we can buy ~~up to $1.0 billion of~~ shares of our common stock. AtThe Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.

As of September 30, ~~2017,~~2021, share repurchases, ~~made~~excluding the redemption of OP units, executed under the ~~stock repurchase plans~~program were as follows:


Period	Shares repurchased	Average price paid per share	Cumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 2017	8,105,881	$104.61	8,105,881
Year ended 2018	9,468,617	$99.03	17,574,498
Year ended 2019	4,465,857	$86.06	22,040,355
Year Ended 2020	8,529,279	$62.39	30,569,634
Nine months ended September 30, 2021	3,797,082	$72.89	34,366,716

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Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the three and nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively (dollars in thousands):


	Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016			2021		2020		2021		2020
Shares of common stock issued	1,771		1,432		Shares of common stock issued	2,004		4,086		9,038		9,604
Dividend reinvestments/stock purchases under the DRSPP	$	185	$	146	Dividend reinvestments/stock purchases under the DRSPP	$	146	$	202	$	613	$	566

Fourth Amended and Restated 2005 Stock Option and Incentive Plan

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2005 Plan. As of September 30, ~~2017, 8.7~~2021, 1.4 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP ~~Units, including, among others, outstanding LTIP Units issued under our 2014 Outperformance Plan.~~

~~2014 Outperformance Plan~~

Deferred Compensation Plan for Directors

As of September 30, ~~2017,~~2021, there were ~~98,637~~163,189 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

~~Market Capitalization~~

~~At September 30, 2017, borrowings under our mortgages and other loans payable, 2012 credit facility, senior unsecured notes, trust preferred securities and our share~~

Table of joint venture debt represented 47.1% of our combined market capitalization of $20.5 billion (based on a common stock price of $101.32 per share, the closing price of SL Green's common stock on the NYSE on September 30, 2017). Market capitalization includes our consolidated debt, common and preferred stock and the conversion of all units of limited partnership interest in the Operating Partnership, and our share of joint venture debt.Contents

Indebtedness

The table below summarizes our consolidated mortgages and other loans payable, ~~2012~~2017 credit facility, senior unsecured notes and trust preferred securities outstanding at as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, (amounts in thousands).


Debt Summary:	September 30, 2021			December 31, 2020
Balance
Fixed rate	$	1,977,313		$	1,985,572
Variable rate—hedged	1,600,000			1,150,000
Total fixed rate	3,577,313			3,135,572
Total variable rate	572,581			1,827,677
Total debt	$	4,149,894		$	4,963,249

Debt, preferred equity, and other investments subject to variable rate	281,494			345,877
Net exposure to variable rate debt	$	291,087		$	1,481,800

Percent of Total Debt:
Fixed rate	86.2		%	63.2		%
Variable rate (1)	13.8		%	36.8		%
Total	100.0		%	100.0		%
Effective Interest Rate for the Year:
Fixed rate	3.10		%	3.65		%
Variable rate	2.18		%	2.30		%
Effective interest rate	3.06		%	2.91		%

Debt Summary: September 30, 2017 December 31, 2016
Balance
Fixed rate $ 4,354,810
$ 4,094,390
Variable rate—hedged 800,000
1,357,694
Total fixed rate 5,154,810
5,452,084
Total variable rate 1,321,813
1,105,585
Total debt $ 6,476,623
$ 6,557,669

Debt, preferred equity, and other investments subject to variable rate 1,214,798
1,359,744
Net exposure to variable rate debt 107,015
(254,159 )

Percent of Total Debt:

Fixed rate 79.6 % 83.1 %
Variable rate 20.4 % 16.9 %
Total 100.0 % 100.0 %
Effective Interest Rate for the Year:
Fixed rate 4.33 % 4.35 %
Variable rate 2.75 % 2.10 %
Effective interest rate 4.02 % 3.82 %
(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rate, the percent of total debt of our net exposure to variable rate debt was 7.5% and 32.1% as of September 30, 2021 and December 31, 2020, respectively.

The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR ~~(1.23%~~(0.08% and ~~0.77% at~~0.14% as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively). Our consolidated debt atas of September 30, ~~2017~~2021 had a weighted average term to maturity of ~~4.72~~2.40 years.

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Certain of our debt and equity investments and other investments, with a carrying ~~value~~values of ~~$1.2~~$0.3 billion as of September 30, 2021 and $0.3 billion at ~~September 30, 2017,~~December 31, 2020, 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 percent of our variable rate debt to total debt was 7.5% and 32.1%, respectively.

~~2012~~2017 Credit Facility

In November 2017, we entered into an amendment to the credit facility, referred to as the 2017 credit facility, that was originally entered into by the Company in November 2012, or the 2012 credit facility. As of September 30, 2021, the 2017 credit facility consisted of a $1.5 billion revolving credit facility, a $1.3 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of March 31, 2022, March 31, 2023, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to March 31, 2023. 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 September 30, 2021, the 2017 credit facility bore interest at a spread over 30-day LIBOR ranging from (i) 82.5 basis points to 155 basis points for loans under the revolving credit facility, (ii) 90 basis points to 175 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.

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As of September 30, 2021, the applicable spread was 100 basis points for the revolving credit facility, 110 basis points for Term Loan A, and 100 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 September 30, 2021, the facility fee was 20 basis points.

As of September 30, 2021, we had ~~$80.8~~$2.0 million of outstanding letters of credit, ~~$280.0~~$220.0 million drawn under the revolving credit facility and ~~$1.2~~$1.5 billion outstanding under the term loan ~~facility,~~facilities, with total undrawn capacity of ~~$1.2~~$1.3 billion under the ~~2012~~revolving credit facility. AtAs of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the revolving credit facility had a carrying value of ~~$275.8~~$216.9 million and ~~$(6.3)~~$105.3 million, respectively, net of deferred financing costs. ~~The December 31, 2016 carrying value represents deferred financing costs and is presented within other liabilities. At~~As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the term loan ~~facility~~facilities had a carrying value of ~~$1.2~~$1.5 billion and ~~$1.2~~$1.5 billion, respectively, net of deferred financing costs.

The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2017 credit facility.

The 2017 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

Restrictive Covenants

The terms of the ~~2012~~2017 credit facility ~~as amended,~~ and certain of 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 September 30, ~~2017~~2021 and ~~2016,~~December 31, 2020, we were in compliance with all such covenants.

Interest Rate Risk

We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and preferred equity investments. ABased on the debt outstanding as of September 30, 2021, a hypothetical 100 basis point increase in ~~interest rates along~~ the ~~entire~~floating rate interest rate curve ~~for 2017~~ would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by ~~$1.0~~$2.2 million and would increase our share of joint venture annual interest cost by ~~$16.6~~$13.9 million. AtAs of September 30, ~~2017, 59.9%~~2021, 26.8% of our ~~$2.0~~$1.1 billion debt and preferred equity portfolio is indexed to LIBOR.

We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. ~~The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.~~

Our long-term debt of ~~$5.2~~$3.6 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 September 30, ~~2017~~2021 bore interest based on a spread of LIBOR plus ~~125~~100 basis points to LIBOR plus ~~417~~340 basis points.

Contractual Obligations

Refer to our ~~2016~~2020 Annual Report on Form 10-K for a discussion of our contractual obligations. There have been no material changes, outside the ordinary course of business, to these contractual obligations during the ~~three and~~ nine months ended September 30, ~~2017.~~2021.

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. ~~Substantially all~~A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.

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Capital Expenditures

We estimate that for the remainder of the year ending December 31, ~~2017,~~2021, we expect to incur ~~$66.9~~$48.0 million of recurring capital expenditures on existing consolidated properties and ~~$14.6~~$47.1 million of development or redevelopment expenditures ~~net of loan reserves, (including tenant improvements and leasing commissions)~~ on existing consolidated properties, ~~and~~of which $2.2 million will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties ~~net of loan reserves,~~ will be ~~$109.5 million.~~$61.0 million, of which $23.7 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. We expect to fund these capital expenditures with operating cash flow, existing liquidity, or incremental borrowings. We expect our capital needs over the next twelve months and thereafter will be met through a combination of cash on hand, net cash provided by operations, potential asset sales, borrowings or additional equity or debt issuances.

Dividends/Distributions

We expect to pay cash dividends to our stockholders based on the distributions we receive from our Operating Partnership, ~~primarily from~~which are generated by the collection of property revenues, net of operating expenses, ~~or, if necessary, from working capital.~~and interest on our debt and preferred equity portfolio.

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. ~~We intend~~

Any dividend we pay may be in the form of cash, stock or a combination thereof, subject to ~~continue~~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 ~~pay regular quarterly dividends to~~maintain our ~~stockholders. Based on our current annual dividend rate of $3.10 per share, we would pay $316.2 million in dividends to SL Green's common stockholders on an annual basis.~~ 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 ~~2012~~2017 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

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 three property insurance programs and liability insurance. ~~Management believes the policy specifications and insured limits are appropriate given the relative risk of loss, the cost of the coverage, and industry practice.~~ Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as ~~the~~ development projects. Additionally, one of ~~One Vanderbilt.~~

On January 12, 2015, the Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007 ("TRIPRA") (formerly the Terrorism Risk Insurance Act) was reauthorized until December 31, 2020 pursuant to the Terrorism Insurance Program Reauthorization and Extension Act of 2015. The TRIPRA extends the federal Terrorism Insurance Program that requiresour captive insurance companies, to offer terrorism coverage and provides for compensation for insured losses resulting from acts of certified terrorism, subject to the current program trigger of $120.0 million, which will increase by $20.0 million per annum, commencing December 31, 2015 (Trigger). Coinsurance under TRIPRA is 16%, increasing 1% per annum, as of December 31, 2015 (Coinsurance). There are no assurances TRIPRA will be further extended.

~~Our wholly-owned taxable REIT subsidiary,~~ Belmont Insurance Company, or Belmont, provides coverage for NBCR terrorist acts asabove a specified trigger. Belmont's retention is reinsured by our other captive insurance company, ~~and as one of the elements of our overall insurance program.~~Ticonderoga Insurance Company ("Ticonderoga"). If Belmont was formed in an effort, among other reasons, to stabilize to some extent the impact of insurance market fluctuations. Belmont is licensed by New York State as a direct insurer of Terrorism and NBCR Terrorism, and a reinsurer with respect to portions of our General Liability, Environmental Liability, Flood, Professional Liability, Employment Practices Liability and D&O coverage. Belmont purchases reinsurance for its Coinsurance and is backstopped by the Federal government for the balance of its terrorism limit for certified acts of terrorism above the Trigger. We purchase direct, third party terrorism insurance up to the Trigger for certified acts of terrorism. Belmont is backstopped by the Federal government for certified acts of NBCR terrorism above the Trigger and subject to its Coinsurance, however does not reinsure its NBCR Coinsurance requirement. There is no coverage for a NBCR terrorism act if covered industry lossesor Ticonderoga are below the Trigger. As long as we own Belmont, we are responsible for its liquidity and capital resources, and the accounts of Belmont are part of our consolidated financial statements. If we experience a loss and Belmont is required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of ~~Belmont's~~ required ~~payment. Therefore, certain insurance coverage provided by Belmont should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.~~

Our debt instruments, consisting of mortgage loans secured by our properties (which are generally non-recourse to us), mezzanine loans, ground leases, our 2012 credit facility, senior unsecured notes and other corporate obligations, contain customary covenants requiring us to maintain insurance. Although we believe that we currently maintain sufficient insurance coverage to satisfy these obligations,payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. InFurther, 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 ~~instances, there can be no assurance that~~covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the ~~lenders~~Company or ground lessors under these instruments will not take the position that a total or partial exclusion from “all-risk” insurance coverage for losses due to, for example, terrorist acts is a breach of these debt and ground lease instruments allowing the lenders or ground lessors to declare an event of default and accelerate repayment of debt or recapture of ground lease positions. In addition, if lenders require greater coverage that we are unable to obtain at

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~~commercially reasonable rates, we may incur substantially higher insurance premiums or our ability to finance our properties and expand our portfolio may be adversely impacted.~~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. We may have less protection than with respect to the properties where we obtain coverage directly. Although we consider our insurance coverage to be appropriate, in the event of a major catastrophe, we may not have sufficient coverage to replace certain properties.

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 ~~the National Association of Real Estate Investment Trusts, or~~ 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 ~~Generally Accepted Accounting Principles, or~~ GAAP), excluding gains (or losses) from sales of properties ~~debt restructurings~~ and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

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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 ~~bonuses~~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 ~~extraordinary items,~~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 three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income attributable to SL Green common stockholders	$	388,205	$	13,859	$	486,073	$	185,104
Add:
Depreciation and amortization	49,277		92,516		169,534		256,736
Joint venture depreciation and noncontrolling interest adjustments	61,733		47,884		176,920		149,309
Net income attributable to noncontrolling interests	21,768		1,216		26,035		11,218
Less:
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	(1,280)		—		(5,438)		—
Depreciable real estate reserves and impairment	—		(6,627)		(5,696)		(6,627)
Gain on sale of real estate, net	187,766		26,104		285,338		163,624
Purchase price and other fair value adjustments	206,779		—		209,443		—
Depreciation on non-rental real estate assets	754		538		1,953		1,797
Funds from Operations attributable to SL Green common stockholders	$	126,964	$	135,460	$	372,962	$	443,573
Cash flows provided by operating activities	$	87,748	$	103,638	$	191,012	$	327,943
Cash flows provided by (used in) investing activities	245,356		(28,796)		886,877		375,023
Cash flows used in financing activities	(303,672)		(871,676)		(1,104,751)		(639,947)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income attributable to SL Green common stockholders $ 38,869
$ 34,252
$ 58,442
$ 190,930
Add:
Depreciation and amortization 91,728
112,665
318,916
717,015
Joint venture depreciation and noncontrolling interest adjustments 23,517
23,349
72,936
42,191
Net income (loss) attributable to noncontrolling interests 338
2,499
(15,472 ) 14,416
Less:
Gain (loss) on sale of real estate, net —
397
(3,256 ) 210,750
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 1,030
225
16,166
43,588
Depreciation on non-rental real estate assets 557
509
1,636
1,505
Depreciable real estate reserves —
—
(85,336 ) (10,387 )
Funds from Operations attributable to SL Green common stockholders and noncontrolling interests $ 152,865
$ 171,634
$ 505,612
$ 719,096
Cash flows provided by operating activities $ 102,899
$ 135,414
$ 416,621
$ 508,792
Cash flows provided by (used in) investing activities $ 162,732
$ 278,426
$ (101,041 ) $ 2,405,173
Cash flows used in financing activities $ (295,107 ) $ (284,170 ) $ (353,534 ) $ (2,763,468 )

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Inflation

Substantially all of our office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the ~~Consumer Price Index~~CPI or other measures such as porters' wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases will be at least partially offset by the contractual rent increases and expense escalations described above.

Accounting Standards Updates

The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies-Accounting Standards Updates" in the accompanying consolidated financial statements.

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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 ~~Manhattan, Brooklyn, Westchester County, Connecticut, Long Island and~~ New ~~Jersey office~~York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.

Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:

•the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;

•the effect of the on-going COVID-19 pandemic and the duration of the impact it will have on our business and the industry as a whole;

•dependence upon certain geographic markets;

•risks of real estate acquisitions, dispositions, ~~developments~~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;~~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 capital (debt and equity);

•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 ~~its~~our status as a REIT;

•risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;

•the threat of terrorist attacks;

•our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and

•legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

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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. WeExcept 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For quantitative and qualitative disclosure about market risk, see Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operation - ~~Market~~Interest Rate Risk" in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, ~~2017~~2021 for the Company and the Operating Partnership and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - ~~Market~~Interest Rate Risk" in the Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, ~~2016.~~

2020.

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ITEM 4. 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.

Changes in Internal Control over Financial Reporting

There have been no significant changes in the Company's internal control over financial reporting during the quarter ended September 30, ~~2017~~2021 that ~~has~~have materially affected, or isare reasonably likely to materially affect, its internal control over financial reporting.

SL GREEN OPERATING PARTNERSHIP, L.P.

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

There have been no significant changes in the Operating Partnership's internal control over financial reporting during the quarter ended September 30, ~~2017~~2021 that ~~has~~have materially affected, or isare reasonably likely to materially affect, its internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

As of September 30, ~~2017~~2021 there have been no material changes to the Risk Factors disclosed in "Part I. Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During the three months ended September 30, 2017 the Operating Partnership issued no units of limited partnership interest in connection with an~~acquisition. SL Green may satisfy redemption requests for the units issued in the transaction described above with shares of SL Green’s common stock, on a one-for- one basis, pursuant to the Operating Partnership agreement. The units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

In August 2016, our ~~board~~Board of ~~directors~~Directors approved a ~~stock~~$1.0 billion share repurchase ~~plan~~program under which we can buy ~~up to $1.0 billion~~ shares of our common stock. AtThe Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.

As of September 30, ~~2017~~2021, share repurchases, ~~made~~excluding the redemption of OP units, executed under the ~~stock repurchase plans~~program were as follows:


Period	Shares repurchased	Average price paid per share	Total number of shares repurchased as part of the repurchase plan or programs
Year ended 2017	8,105,881	$104.61	8,105,881
Year ended 2018	9,468,617	$99.03	17,574,498
Year ended 2019	4,465,857	$86.06	22,040,355
Year Ended 2020	8,529,279	$62.39	30,569,634
Nine months ended September 30, 2021	3,797,082	$72.89	34,366,716

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.



Exhibit No.						Description
31.1						Certification by the Chairman and Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2						Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.3						Certification by the Chairman and Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.4						Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1						Certification by the Chairman and Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2						Certification by the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.3						Certification by the Chairman and Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.4						Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
~~101.10~~101						The following financial statements from SL Green Realty Corp. and SL Green Operating Partnership L.P.’s Quarterly Report on Form 10-Q for the ~~three months~~quarter ended September 30, ~~2017,~~2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated ~~Statement~~Statements of Equity (unaudited), (v) Consolidated ~~Statement~~Statements of Capital (unaudited) (vi) Consolidated Statements of Cash Flows (unaudited), and (vii) Notes to Consolidated Financial Statements (unaudited), detail tagged and filed herewith.
104						Cover Page Interactive Data File (formatted as Inline XBRL in Exhibit 101)

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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:

SL Green Realty Corp.

/s/ Matthew J. DiLiberto

Dated: November 8, ~~2017~~2021

By:

Matthew J. DiLiberto

Chief Financial Officer

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

~~Signatures~~			~~Title~~	~~Date~~

/s/ ~~Stephen L. Green~~Marc Holliday	Chairman of the Board of Directors of ~~SL Green, the sole general partner of~~ ~~the Operating Partnership~~			~~November 8, 2017~~
~~Stephen L. Green~~

~~/s/ Marc Holliday~~	and Chief Executive Officer and Director of SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer)	November 8, ~~2017~~2021
Marc Holliday

/s/ Andrew W. Mathias			President and Director of SL Green, the sole general partner of the Operating Partnership		November 8, ~~2017~~2021
Andrew W. Mathias

/s/ Matthew J. DiLiberto			Chief Financial Officer of SL Green, the sole general partner of the Operating Partnership (Principal Financial and Accounting Officer)		November 8, ~~2017~~2021
Matthew J. DiLiberto

/s/ ~~John H. Alschuler, Jr.~~Stephen L. Green			Director of SL Green, the sole general partner of the Operating Partnership		November 8, ~~2017~~2021
Stephen L. Green

/s/ John H. Alschuler, Jr.

~~/s/ Edwin T. Burton, III~~	Director of SL Green, the sole general partner of the Operating Partnership	November 8, ~~2017~~2021
John H. Alschuler, Jr.

/s/ Edwin T. Burton, III

~~/s/ John S. Levy~~	Director of SL Green, the sole general partner of the Operating Partnership	November 8, ~~2017~~2021
Edwin T. Burton, III

/s/ John S. Levy

~~/s/ Craig M. Hatkoff~~	Director of SL Green, the sole general partner of the Operating Partnership	November 8, ~~2017~~2021
John S. Levy

/s/ Craig M. Hatkoff

~~/s/ Betsy S. Atkins~~	Director of SL Green, the sole general partner of the Operating Partnership	November 8, ~~2017~~2021
Craig M. Hatkoff

/s/ Betsy S. Atkins

~~/s/ Lauren B. Dillard~~	Director of SL Green, the sole general partner of the Operating Partnership	November 8, ~~2017~~2021
Betsy S. Atkins

/s/ Lauren B. Dillard			Director of SL Green, the sole general partner of the Operating Partnership		November 8, 2021
Lauren B. Dillard

SIGNATURES

SL GREEN OPERATING PARTNERSHIP, L.P.

By:

/s/ Matthew J. DiLiberto

Dated: November 8, ~~2017~~2021

Matthew J. DiLiberto

Chief Financial Officer



SL Green Realty Corp.	Maryland	~~13-3956755~~13-3956775
SL Green Operating Partnership, L.P.	Delaware	13-3960938
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



	September 30, 2017			December 31, 2016
Balance at beginning of period ⁽¹⁾	$	1,640,412		$	1,670,020
Debt Investment Originations/Accretion ⁽²⁾	944,494			1,009,176
Preferred Equity Investment Originations/Accretion ⁽²⁾	144,013			5,698
Redemptions/Sales/Syndications/Amortization ⁽³⁾	(708,180		)	(1,044,482		)
Balance at end of period ⁽¹⁾	$	2,020,739		$	1,640,412



Loan Type	September 30, 2017 Future Funding Obligations		September 30, 2017 Senior Financing		September 30, 2017 Carrying Value ⁽¹⁾		December 31, 2016 Carrying Value ⁽¹⁾		Maturity Date ⁽²⁾
Fixed Rate Investments:
Mortgage/Jr. Mortgage Loan⁽³⁾	$	—	$	—	$	250,164	$	—	April 2017
Mortgage Loan⁽⁴⁾	—		—		26,352		26,311		February 2019
Mortgage Loan	—		—		275		380		August 2019
Mezzanine Loan^(5a)	—		1,160,000		201,757		—		March 2020
Mezzanine Loan	—		15,000		3,500		3,500		September 2021
Mezzanine Loan	—		147,000		24,909		—		April 2022
Mezzanine Loan	—		87,595		12,697		12,692		November 2023
Mezzanine Loan^(5b)	—		115,000		12,930		12,925		June 2024
Mezzanine Loan	—		95,000		30,000		30,000		January 2025
Mezzanine Loan	—		340,000		15,000		15,000		November 2026
Mezzanine Loan	—		1,657,500		55,250		—		June 2027
Mezzanine Loan⁽⁶⁾	—		—		—		66,129
Jr. Mortgage Participation/Mezzanine Loan ⁽⁷⁾	—		—		—		193,422
Total fixed rate	$	—	$	3,617,095	$	632,834	$	360,359
Floating Rate Investments:
Mortgage/Mezzanine Loan⁽⁸⁾	622		—		23,372		20,423		October 2017
Mezzanine Loan^(5c)	—		85,000		15,340		15,141		December 2017
Mezzanine Loan^(5d)	—		65,000		14,832		14,656		December 2017
Mezzanine Loan^(5e)	795		—		15,132		15,051		December 2017
Mortgage/Mezzanine Loan⁽⁹⁾	—		125,000		29,966		29,998		January 2018
Mezzanine Loan	—		40,000		19,964		19,913		April 2018
Jr. Mortgage Participation	—		117,808		34,899		34,844		April 2018
Mezzanine Loan	523		20,523		10,916		10,863		August 2018
Mortgage/Mezzanine Loan	—		—		19,914		19,840		August 2018
Mortgage Loan	—		65,000		14,935		14,880		August 2018



Type	September 30, 2017 Future Funding Obligations		September 30, 2017 Senior Financing		September 30, 2017 Carrying Value ⁽¹⁾		December 31, 2016 Carrying Value ⁽¹⁾		Mandatory Redemption ⁽²⁾
Preferred Equity⁽³⁾	$	—	$	272,000	$	143,980	$	—	April 2021
Preferred Equity⁽⁴⁾	—		—		—		9,982
Preferred Equity⁽⁵⁾	—		—		—		37,893
Total	$	—	$	272,000	$	143,980	$	47,875



Property	Partner	Ownership Interest⁽¹⁾	Economic Interest ⁽¹⁾	Unaudited Approximate Square Feet	Acquisition Date⁽²⁾	Acquisition Price⁽²⁾(in thousands)
100 Park Avenue	Prudential Real Estate Investors	49.90%	49.90%	834,000	February 2000	$	95,800
717 Fifth Avenue	Jeff Sutton/Private Investor	10.92%	10.92%	119,500	September 2006	251,900
800 Third Avenue	Private Investors	60.52%	60.52%	526,000	December 2006	285,000
1745 Broadway	Ivanhoe Cambridge, Inc.	56.87%	56.87%	674,000	April 2007	520,000
Jericho Plaza	Onyx Equities/Credit Suisse	11.67%	11.67%	640,000	April 2007	210,000
11 West 34th Street	Private Investor/ Jeff Sutton	30.00%	30.00%	17,150	December 2010	10,800
3 Columbus Circle⁽³⁾	The Moinian Group	48.90%	48.90%	741,500	January 2011	500,000
280 Park Avenue	Vornado Realty Trust	50.00%	50.00%	1,219,158	March 2011	400,000
1552-1560 Broadway⁽⁴⁾	Jeff Sutton	50.00%	50.00%	57,718	August 2011	136,550
724 Fifth Avenue	Jeff Sutton	50.00%	50.00%	65,010	January 2012	223,000
10 East 53rd Street	Canadian Pension Plan Investment Board	55.00%	55.00%	354,300	February 2012	252,500
521 Fifth Avenue	Plaza Global Real Estate Partners LP	50.50%	50.50%	460,000	November 2012	315,000
21 East 66th Street⁽⁵⁾	Private Investors	32.28%	32.28%	13,069	December 2012	75,000
650 Fifth Avenue⁽⁶⁾	Jeff Sutton	50.00%	50.00%	69,214	November 2013	—
121 Greene Street	Jeff Sutton	50.00%	50.00%	7,131	September 2014	27,400
175-225 Third Street Brooklyn, New York	KCLW 3rd Street LLC/LIVWRK LLC	95.00%	95.00%	—	October 2014	74,600
55 West 46th Street	Prudential Real Estate Investors	25.00%	25.00%	347,000	November 2014	295,000
Stonehenge Portfolio ⁽⁷⁾	Various	Various	Various	1,439,016	February 2015	36,668
131-137 Spring Street	Invesco Real Estate	20.00%	20.00%	68,342	August 2015	277,750
605 West 42nd Street	The Moinian Group	20.00%	20.00%	927,358	April 2016	759,000
11 Madison Avenue	PGIM Real Estate	60.00%	60.00%	2,314,000	August 2016	2,605,000
333 East 22nd Street ⁽⁸⁾	Private Investors	33.33%	33.33%	26,926	August 2016	—
400 E 57th Street⁽⁹⁾	BlackRock, Inc and Stonehenge Partners	51.00%	41.00%	290,482	October 2016	170,000
One Vanderbilt ⁽¹⁰⁾	National Pension Service of Korea/Hines Interest LP	71.01%	71.01%	—	January 2017	3,310,000
Mezzanine Loan ⁽¹¹⁾	Private Investors	33.33%	33.33%	—	May 2017	15,000



Property	Ownership Interest	Disposition Date	Type of Sale	Gross Asset Valuation (in thousands)⁽¹⁾		Gain on Sale (in thousands)⁽²⁾
Stonehenge Portfolio (partial)	Various	March 2017	Ownership Interest	$	300,000	$	871
102 Greene Street	10.00%	September 2017	Ownership Interest	$	43,500	$	283



Property	Maturity Date	Interest Rate ⁽¹⁾		September 30, 2017			December 31, 2016
Fixed Rate Debt:
Unsecured Loan	June 2018	4.81	%	$	16,000		$	16,000
One Madison Avenue	May 2020	5.91	%	494,264			517,806
762 Madison Avenue	February 2022	5.00	%	771			7,694
100 Church Street	July 2022	4.68	%	218,237			221,446
919 Third Avenue ⁽²⁾	June 2023	5.12	%	500,000			500,000
420 Lexington Avenue	October 2024	3.99	%	300,000			300,000
1515 Broadway	March 2025	3.93	%	876,613			888,531
400 East 58th Street ⁽³⁾	November 2026	3.00	%	40,000			40,000
Landmark Square	January 2027	4.90	%	100,000			100,000
485 Lexington Avenue	February 2027	4.25	%	450,000			450,000
1080 Amsterdam ⁽⁴⁾	February 2027	3.58	%	36,363			—
315 West 33rd Street	February 2027	4.17	%	250,000			—
Series J Preferred Units ⁽⁵⁾	April 2051	3.75	%	4,000			4,000
885 Third Avenue ⁽⁶⁾				—			267,650
FHLBNY Facility ⁽⁷⁾				—			105,000
FHLBNY Facility ⁽⁷⁾				—			100,000
Total fixed rate debt				$	3,286,248		$	3,518,127
Floating Rate Debt:
719 Seventh Avenue	February 2018	4.27	%	$	41,171		$	37,388
183, 187 Broadway & 5-7 Dey Street	May 2018	3.92	%	58,000			58,000
2016 Master Repurchase Agreement	July 2018	3.73	%	184,642			184,642
220 East 42nd Street	October 2020	2.82	%	275,000			275,000
One Vanderbilt Avenue ⁽⁸⁾				—			64,030
1080 Amsterdam ⁽⁹⁾				—			3,525
Total floating rate debt				$	558,813		$	622,585
Total fixed rate and floating rate debt				$	3,845,061		$	4,140,712
Mortgages reclassed to liabilities related to assets held for sale				—			—
Total mortgages and other loans payable				$	3,845,061		$	4,140,712
Deferred financing costs, net of amortization				(40,887		)	(66,882		)
Total mortgages and other loans payable, net				$	3,804,174		$	4,073,830



Issuance	September 30, 2017 Unpaid Principal Balance		September 30, 2017 Accreted Balance			December 31, 2016 Accreted Balance			Coupon Rate ⁽¹⁾		Effective Rate		Initial Term (in Years)	Maturity Date
October 12, 2010 ⁽²⁾	$	269,000	$	268,628		$	334,077		3.00	%	3.00	%	7	October 2017
August 5, 2011 ⁽³⁾	250,000		249,934			249,880			5.00	%	5.00	%	7	August 2018
March 16, 2010 ⁽³⁾	250,000		250,000			250,000			7.75	%	7.75	%	10	March 2020
November 15, 2012 ⁽³⁾	200,000		200,000			200,000			4.50	%	4.50	%	10	December 2022
December 17, 2015 ⁽³⁾	100,000		100,000			100,000			4.27	%	4.27	%	10	December 2025
	$	1,069,000	$	1,068,562		$	1,133,957
Deferred financing costs, net			(4,018		)	(5,642		)
	$	1,069,000	$	1,064,544		$	1,128,315



	Scheduled Amortization		Principal		Revolving Credit Facility		Unsecured Term Loan		Trust Preferred Securities		Senior Unsecured Notes			Total		Joint Venture Debt
Remaining 2017	$	12,846	$	—	$	—	$	—	$	—	$	269,000	⁽¹⁾	$	281,846	$	79,787
2018	54,937		299,813		—		—		—		250,000			604,750		242,799
2019	59,618		—		—		1,183,000		—		—			1,242,618		705,574
2020	41,427		679,531		280,000		—		—		250,000			1,250,958		320,914
2021	30,418		—		—		—		—		—			30,418		376,765
Thereafter	90,532		2,575,939		—		—		100,000		300,000			3,066,471		1,465,371
	$	289,778	$	3,555,283	$	280,000	$	1,183,000	$	100,000	$	1,069,000		$	6,477,061	$	3,191,210



Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of the repurchase plan or programs	Maximum approximate dollar value of shares that may yet be purchased under the plan (in millions)
First quarter 2017	982	$103.89	982	$999.9
Second quarter 2017	2,447,153	$103.41	2,448,135	$746.8
Third quarter 2017	951,866	$101.67	3,400,001	$650.0



	September 30, 2017		December 31, 2016
Dividend yield	2.50	%	2.37	%
Expected life	4.4 years		3.7 years
Risk-free interest rate	1.73	%	1.57	%
Expected stock price volatility	28.21	%	26.76	%



	September 30, 2017				December 31, 2016
	Carrying Value⁽¹⁾		Fair Value		Carrying Value⁽¹⁾		Fair Value

Debt and preferred equity investments	$	2,020,739	⁽²⁾		$	1,640,412	⁽²⁾

Fixed rate debt	$	5,154,810	$	5,398,870	$	5,452,084	$	5,722,494
Variable rate debt	1,321,813		1,314,223		1,105,585		1,110,110
	$	6,476,623	$	6,713,093	$	6,557,669	$	6,832,604



	Capital lease			Non-cancellable operating leases
Remaining 2017	$	597		$	7,763
2018	2,387			31,049
2019	2,411			31,066
2020	2,620			31,436
2021	2,794			31,628
Thereafter	822,688			732,724
Total minimum lease payments	$	833,497		$	865,666
Amount representing interest	(790,837		)
Capital lease obligations	$	42,660



	Three months ended						Nine months ended
	September 30,						September 30,
(in millions)	2017			2016			2017			2016
Net income	$	45.8		$	43.3		$	62.7		$	224.9
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	(1.0		)	(0.2		)	(16.2		)	(43.6		)
Loss (gain) on sale of real estate, net	—			(0.4		)	3.3			(210.8		)
Depreciable real estate reserves	—			—			85.3			10.4
Loss on sale of investment in marketable securities	—			—			(3.3		)	0.1
Depreciation and amortization	91.7			112.7			318.9			717.0
Interest expense, net of interest income	65.6			72.6			196.1			256.3
Amortization of deferred financing costs	4.0			4.8			12.2			20.2
Operating income	206.1			232.8			659.0			974.5
Less: Operating income from other properties/affiliates	(31.9		)	(72.8		)	(129.5		)	(465.5		)
Same-store operating income	$	174.2		$	160.0		$	529.5		$	509.0



	Useable SF	Rentable SF	New Cash Rent (per rentable SF) ⁽¹⁾		Prev. Escalated Rent (per rentable SF) ⁽²⁾		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)
Manhattan
Space available at beginning of the period	1,553,301
Space which became available during the period ⁽³⁾
• Office	149,453
• Retail	1,600
• Storage	3,102
	154,155
Total space available	1,707,456
Leased space commenced during the period:
• Office⁽⁴⁾	198,250	214,637	$	73.72	$	62.63	$	60.01	4.1	7.0
• Retail	11,715	11,180	$	356.82	$	475.65	$	111.55	8.3	10.3
• Storage	1,082	994	$	35.92	$	—	$	—	—	13.1
Total leased space commenced	211,047	226,811	$	87.51	$	105.70	$	62.28	4.3	7.2

Total available space at end of period	1,496,409

Early renewals
• Office	75,472	85,927	$	76.42	$	78.87	$	8.78	1.0	4.4
• Retail	7,058	6,430	$	236.77	$	226.52	$	10.95	0.4	7.9
Total early renewals	82,530	92,357	$	87.59	$	89.15	$	8.93	1.0	4.6

Total commenced leases, including replaced previous vacancy
• Office		300,564	$	74.50	$	70.30	$	45.36	3.2	6.3
• Retail		17,610	$	312.99	$	384.69	$	74.82	5.5	9.4
• Storage		994	$	35.92	$	—	$	—	—	13.1
Total commenced leases		319,168	$	87.53	$	98.04	$	46.85	3.3	6.5



Acquisitions of real estate property	$	12,891
Additions to land, buildings and improvements	18,024
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price	(68,552		)
Investments in unconsolidated joint ventures	(43,275		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	108,006
Net proceeds from disposition of real estate/joint venture interest	(2,302,858		)
Proceeds from sale or redemption of marketable securities	48,261
Purchases of marketable securities	23,062
Other investments	38,723
Origination of debt and preferred equity investments	(380,921		)
Repayments or redemption of debt and preferred equity investments	40,425
Decrease in net cash provided by investing activities	$	(2,506,214	)



Proceeds from mortgages and other loans payable	$	523,443
Repayments of mortgages and other loans payable	1,079,978
Proceeds from revolving credit facility and senior unsecured notes	187,500
Repayments of revolving credit facility and senior unsecured notes	998,800
Proceeds from stock options exercised and DRIP issuance	71
Repurchase of common stock	(349,991		)
Redemption of preferred stock	2,874
Distributions to noncontrolling interests in other partnerships	(34,066		)
Contributions from noncontrolling interests in other partnerships	31,183
Distributions to noncontrolling interests in the Operating Partnership	(1,394		)
Dividends paid on common and preferred stock	(16,900		)
Other obligations related to loan participations	(42,413		)
Deferred loan costs and capitalized lease obligation	30,849
Decrease in net cash used in financing activities	$	2,409,934