UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2020~~March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13199 (SL Green Realty Corp.)

Commission File Number: 33-167793-02 (SL Green Operating Partnership, L.P.)

SL GREEN REALTY CORP.

SL GREEN OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in its charter)


SL Green Realty Corp.	Maryland	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.)

~~420 Lexington~~One Vanderbilt Avenue, New York, NY ~~10170~~10017

(Address of principal executive offices—Zip Code)

(212) 594-2700

(Registrant's telephone number, including area code)

420 Lexington Avenue, New York, NY 10170

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

SL Green Realty Corp. Yes x No o SL Green Operating Partnership, L.P. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

SL Green Realty Corp. Yes x No o SL Green Operating Partnership, L.P. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

SL Green Realty Corp.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

SL Green Operating Partnership, L.P.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

SL Green Realty Corp. Yes ☐ No x SL Green Operating Partnership, L.P. Yes ☐ No x

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Trading Symbol

Title of Each Class

Name of Each Exchange on Which Registered

SL Green Realty Corp.

SLG

Common Stock, $0.01 par value

New York Stock Exchange

SL Green Realty Corp.

SLG.PRI

6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value

New York Stock Exchange

As of ~~November 4, 2020, 72,569,561~~May 7, 2021, 69,353,968 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of ~~November 4, 2020,~~May 7, 2021, 1,025,366 common units of limited partnership interest of SL Green Operating Partnership, L.P. were held by non-affiliates. There is no established trading market for such units.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended ~~September 30, 2020~~March 31, 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, 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, 2020~~March 31, 2021 the Company owns ~~94.77%~~94.35% of the outstanding general and limited partnership interest in the Operating Partnership and owns 9,200,000 Series I Preferred Units of the Operating Partnership. As of ~~September 30, 2020,~~March 31, 2021, noncontrolling investors held, in aggregate, a ~~5.23%~~5.65% 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;

•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; 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.

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	67

	FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
	Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 (unaudited) and December 31, ~~2019~~2020	67
	Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	89
	Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	910
	Consolidated Statements of Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	1011
	Consolidated Statements of Cash Flows for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	1213

	FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.
	Consolidated Balance Sheets as of ~~September 30, 2020~~March 31, 2021 (unaudited) and December 31, ~~2019~~2020	1516
	Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	1718
	Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	1819
	Consolidated Statements of Capital for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	1920
	Consolidated Statements of Cash Flows for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	2122
	Notes to Consolidated Financial Statements (unaudited)	23
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6061
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7574
Item 4.	Controls and Procedures (SL Green Realty Corp. and SL Green Operating Partnership, L.P.)	7675
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	7776
Item 1A.	Risk Factors	7776
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7877
Item 3.	Defaults Upon Senior Securities	7978
Item 4.	Mine Safety Disclosures	8079
Item 5.	Other Information	8180
Item 6.	Exhibits	8281
	Signatures	8382

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)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(unaudited)					(unaudited)
Assets	Assets					Assets
Commercial real estate properties, at cost:	Commercial real estate properties, at cost:					Commercial real estate properties, at cost:
Land and land interests	Land and land interests	$	1,639,118	$	1,751,544	Land and land interests	$	1,445,199	$	1,315,832
Building and improvements	Building and improvements	5,483,155		5,154,990		Building and improvements	4,096,930		4,168,193
Building leasehold and improvements	Building leasehold and improvements	1,442,251		1,433,793		Building leasehold and improvements	1,730,418		1,448,134
Right of use asset - financing leases	Right of use asset - financing leases	75,711		47,445		Right of use asset - financing leases	55,711		55,711
Right of use asset - operating leases	Right of use asset - operating leases	381,255		396,795		Right of use asset - operating leases	502,316		367,209
		9,021,490		8,784,567			7,830,574		7,355,079
Less: accumulated depreciation	Less: accumulated depreciation	(2,260,247)		(2,060,560)		Less: accumulated depreciation	(2,004,945)		(1,956,077)
		6,761,243		6,724,007			5,825,629		5,399,002
Assets held for sale		0		391,664

Cash and cash equivalents	Cash and cash equivalents	221,404		166,070		Cash and cash equivalents	304,999		266,059
Restricted cash	Restricted cash	83,045		75,360		Restricted cash	96,608		106,736
Investments in marketable securities	Investments in marketable securities	27,734		29,887		Investments in marketable securities	23,784		28,570
Tenant and other receivables	Tenant and other receivables	72,806		43,968		Tenant and other receivables	42,505		44,507
Related party receivables	Related party receivables	31,936		21,121		Related party receivables	34,310		34,657
Deferred rents receivable	Deferred rents receivable	304,673		283,011		Deferred rents receivable	304,420		302,791
Debt and preferred equity investments, net of discounts and deferred origination fees of $12,031 and $14,562 and allowances of $19,010 and $1,750 in 2020 and 2019, respectively		1,153,363		1,580,306
Debt and preferred equity investments, net of discounts and deferred origination fees of $9,817 and $11,232 and allowances of $13,213 and $13,213 in 2021 and 2020, respectively						Debt and preferred equity investments, net of discounts and deferred origination fees of $9,817 and $11,232 and allowances of $13,213 and $13,213 in 2021 and 2020, respectively	1,097,202		1,076,542
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures	2,946,673		2,912,842		Investments in unconsolidated joint ventures	3,698,701		3,823,322
Deferred costs, net	Deferred costs, net	206,289		205,283		Deferred costs, net	170,252		177,168
Other assets	Other assets	514,873		332,801		Other assets	445,635		448,213
Total assets (1)	Total assets (1)	$	12,324,039	$	12,766,320	Total assets (1)	$	12,044,045	$	11,707,567
Liabilities	Liabilities					Liabilities
Mortgages and other loans payable, net	Mortgages and other loans payable, net	$	2,391,744	$	2,183,253	Mortgages and other loans payable, net	$	1,848,701	$	1,979,972
Revolving credit facility, net	Revolving credit facility, net	184,840		234,013		Revolving credit facility, net	625,809		105,262
Unsecured term loans, net	Unsecured term loans, net	1,494,793		1,494,024		Unsecured term loans, net	1,495,620		1,495,275
Unsecured notes, net	Unsecured notes, net	1,247,795		1,496,847		Unsecured notes, net	1,248,622		1,248,219
Accrued interest payable	Accrued interest payable	23,438		22,148		Accrued interest payable	22,796		14,825
Other liabilities	Other liabilities	306,077		177,080		Other liabilities	267,908		302,798
Accounts payable and accrued expenses	Accounts payable and accrued expenses	152,983		166,905		Accounts payable and accrued expenses	120,015		151,309
Deferred revenue	Deferred revenue	117,615		114,052		Deferred revenue	119,215		118,572
Lease liability - financing leases	Lease liability - financing leases	174,983		44,448		Lease liability - financing leases	152,622		152,521
Lease liability - operating leases	Lease liability - operating leases	358,419		381,671		Lease liability - operating leases	455,385		339,458
Dividend and distributions payable	Dividend and distributions payable	25,486		79,282		Dividend and distributions payable	24,924		149,294
Security deposits	Security deposits	56,212		62,252		Security deposits	54,181		53,836
Liabilities related to assets held for sale		0		0

Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000		Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000
Total liabilities (1)	Total liabilities (1)	6,634,385		6,555,975		Total liabilities (1)	6,535,798		6,211,341

Table of Contents

SL Green Realty Corp.

Consolidated Balance Sheets

(in thousands)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(unaudited)					(unaudited)
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Noncontrolling interests in Operating Partnership	Noncontrolling interests in Operating Partnership	353,480		409,862		Noncontrolling interests in Operating Partnership	374,124		358,262
Preferred units	Preferred units	202,169		283,285		Preferred units	198,503		202,169

Equity	Equity					Equity
SL Green stockholders' equity:	SL Green stockholders' 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, 2020 and December 31, 2019		221,932		221,932
Common stock, $0.01 par value, 160,000 shares authorized and 74,095 and 80,257 issued and outstanding at September 30, 2020 and December 31, 2019, respectively (including 1,055 and 1,055 shares held in treasury at September 30, 2020 and December 31, 2019, respectively)		741		803
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2021 and December 31, 2020						Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2021 and December 31, 2020	221,932		221,932
Common stock, $0.01 par value, 160,000 shares authorized and 70,380 and 69,534 issued and outstanding at March 31, 2021 and December 31, 2020, respectively (including 1,026 and 1,026 shares held in treasury at March 31, 2021 and December 31, 2020, respectively)						Common stock, $0.01 par value, 160,000 shares authorized and 70,380 and 69,534 issued and outstanding at March 31, 2021 and December 31, 2020, respectively (including 1,026 and 1,026 shares held in treasury at March 31, 2021 and December 31, 2020, respectively)	705		716
Additional paid-in-capital	Additional paid-in-capital	3,998,516		4,286,395		Additional paid-in-capital	3,913,258		3,862,949
Treasury stock at cost	Treasury stock at cost	(124,049)		(124,049)		Treasury stock at cost	(124,049)		(124,049)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(76,200)		(28,485)		Accumulated other comprehensive loss	(18,897)		(67,247)
Retained earnings	Retained earnings	1,035,172		1,084,719		Retained earnings	918,077		1,015,462
Total SL Green stockholders' equity	Total SL Green stockholders' equity	5,056,112		5,441,315		Total SL Green stockholders' equity	4,911,026		4,909,763
Noncontrolling interests in other partnerships	Noncontrolling interests in other partnerships	77,893		75,883		Noncontrolling interests in other partnerships	24,594		26,032
Total equity	Total equity	5,134,005		5,517,198		Total equity	4,935,620		4,935,795
Total liabilities and equity	Total liabilities and equity	$	12,324,039	$	12,766,320	Total liabilities and equity	$	12,044,045	$	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: $375.9 million and $205.2 million of land, $1.4 billion and $481.9 million of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $61.7 million and $61.7 million of right of use assets, $296.3 million and $17.6 million of accumulated depreciation, $322.8 million and $169.5 million of other assets included in other line items, $510.7 million and $457.1 million of real estate debt, net, $1.1 million and $1.2 million of accrued interest payable, $58.4 million and $57.7 million of lease liabilities, and $48.9 million and $43.7 million of other liabilities included in other line items as of September 30, 2020 and December 31, 2019, respectively.
(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: $179.6 million and $41.2 million of land, $282.3 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, $16.4 million and $10.3 million of accumulated depreciation, $297.1 million and $289.5 million of other assets included in other line items, $368.6 million and $94.0 million of real estate debt, net, $0.9 million and $0.7 million of accrued interest payable, $45.3 million and $29.9 million of lease liabilities, and $31.2 million and $56.6 million of other liabilities included in other line items as of March 31, 2021 and December 31, 2020, respectively.						(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: $179.6 million and $41.2 million of land, $282.3 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, $16.4 million and $10.3 million of accumulated depreciation, $297.1 million and $289.5 million of other assets included in other line items, $368.6 million and $94.0 million of real estate debt, net, $0.9 million and $0.7 million of accrued interest payable, $45.3 million and $29.9 million of lease liabilities, and $31.2 million and $56.6 million of other liabilities included in other line items as of March 31, 2021 and December 31, 2020, 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,
2020 2019 2020 2019
Revenues
Rental revenue, net $ 195,515 $ 248,028 $ 614,032 $ 733,105
Investment income 22,988 51,518 101,464 153,167
Other income 31,341 14,088 102,350 44,641
Total revenues 249,844 313,634 817,846 930,913
Expenses
Operating expenses, including related party expenses of $2,801 and $9,289 in 2020 and $5,460 and $13,575 in 2019 45,910 59,847 140,673 175,862
Real estate taxes 43,522 49,626 131,805 143,008
Operating lease rent 6,973 8,295 22,171 24,891
Interest expense, net of interest income 23,536 48,112 91,100 145,797
Amortization of deferred financing costs 3,151 3,112 8,312 8,566
Depreciation and amortization 92,516 70,464 256,736 208,268
Loan loss and other investment reserves, net of recoveries 8,957 0 27,018 0
Transaction related costs 45 44 483 360
Marketing, general and administrative 23,602 23,841 66,682 75,300
Total expenses 248,212 263,341 744,980 782,052
Equity in net loss from unconsolidated joint ventures (432) (9,864) (15,445) (22,644)
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0 0 0 76,181
Purchase price and other fair value adjustments 0 3,799 0 69,389
Gain on sale of real estate, net 26,104 3,541 163,624 2,492
Depreciable real estate reserves and impairment (6,627) (7,047) (6,627) (7,047)
Net income 20,677 40,722 214,418 267,232
Net (income) loss attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership (802) (1,719) (10,073) (12,306)
Noncontrolling interests in other partnerships (414) 624 (1,145) 2,524
Preferred units distributions (1,864) (2,732) (6,883) (8,185)
Net income attributable to SL Green 17,597 36,895 196,317 249,265
Perpetual preferred stock dividends (3,738) (3,738) (11,213) (11,213)
Net income attributable to SL Green common stockholders $ 13,859 $ 33,157 $ 185,104 $ 238,052
Basic earnings per share $ 0.19 $ 0.40 $ 2.44 $ 2.87
Diluted earnings per share $ 0.19 $ 0.40 $ 2.44 $ 2.87
Basic weighted average common shares outstanding 73,020 82,292 75,521 82,855
Diluted weighted average common shares and common share equivalents outstanding 77,491 86,714 80,085 87,309

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 March 31,
	2021		2020
Revenues
Rental revenue, net	$	188,089	$	222,631
Investment income	19,273		38,533
Other income	18,740		53,139
Total revenues	226,102		314,303
Expenses
Operating expenses, including related party expenses of $2,225 in 2021 and $3,749 in 2020	42,284		53,866
Real estate taxes	45,411		46,622
Operating lease rent	6,739		7,367
Interest expense, net of interest income	23,388		37,494
Amortization of deferred financing costs	3,774		2,500
Depreciation and amortization	62,996		68,279
Loan loss and other investment reserves, net of recoveries	0		11,248
Transaction related costs	22		65
Marketing, general and administrative	22,885		19,570
Total expenses	207,499		247,011

Equity in net loss from unconsolidated joint ventures	(2,864)		(12,814)
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	(12,629)		0
Purchase price and other fair value adjustments	2,664		0
(Loss) gain on sale of real estate, net	(1,388)		72,636
Depreciable real estate reserves and impairment	(8,241)		0





Net (loss) income	(3,855)		127,114
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership	476		(6,202)
Noncontrolling interests in other partnerships	1,499		293
Preferred units distributions	(1,846)		(2,666)
Net (loss) income attributable to SL Green	(3,726)		118,539
Perpetual preferred stock dividends	(3,738)		(3,738)
Net (loss) income attributable to SL Green common stockholders	$	(7,464)	$	114,801






















Basic earnings per share	$	(0.11)	$	1.51










Diluted earnings per share	$	(0.11)	$	1.51

Basic weighted average common shares outstanding	69,010		75,656
Diluted weighted average common shares and common share equivalents outstanding	74,070		80,352

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,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net income		$	20,677	$	40,722	$	214,418	$	267,232
Net (loss) income										Net (loss) income	$	(3,855)	$	127,114
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Increase (decrease) in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments	Increase (decrease) in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments	6,099		(12,574)		(48,227)		(59,680)		Increase (decrease) in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments	51,263		(50,735)
Increase (decrease) in unrealized value of marketable securities		389		230		(2,152)		1,571
Decrease in unrealized value of marketable securities										Decrease in unrealized value of marketable securities	(258)		(4,534)
Other comprehensive income (loss)	Other comprehensive income (loss)	6,488		(12,344)		(50,379)		(58,109)		Other comprehensive income (loss)	51,005		(55,269)
Comprehensive income	Comprehensive income	27,165		28,378		164,039		209,123		Comprehensive income	47,150		71,845
Net income attributable to noncontrolling interests and preferred units distributions		(3,080)		(3,827)		(18,101)		(17,967)
Net loss (income) attributable to noncontrolling interests and preferred units distributions										Net loss (income) attributable to noncontrolling interests and preferred units distributions	129		(8,575)
Other comprehensive (income) loss attributable to noncontrolling interests	Other comprehensive (income) loss attributable to noncontrolling interests	(317)		607		2,664		2,869		Other comprehensive (income) loss attributable to noncontrolling interests	(2,655)		2,886
Comprehensive income attributable to SL Green	Comprehensive income attributable to SL Green	$	23,768	$	25,158	$	148,602	$	194,025	Comprehensive income attributable to SL Green	$	44,624	$	66,156

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

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Equity

(unaudited, in thousands, except per share data)


		SL Green Realty Corp. Stockholders																			SL Green Realty Corp. Stockholders
					Common Stock																			Common Stock
			Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Noncontrolling Interests		Total				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	79,202	$	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	79,202	$	803	$	4,286,395	$	(124,049)	$	(28,485)	$	1,045,535	$	75,883	$	5,478,014
Net income (loss)														178,720		731		179,451
Acquisition of subsidiary interest from noncontrolling interest								(3,123)								1,587		(1,536)
Other comprehensive loss												(53,886)						(53,886)
Balance at December 31, 2020																				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 loss																				Net loss													(3,726)		(1,499)		(5,225)

Other comprehensive income																				Other comprehensive income											48,350						48,350
Preferred dividends	Preferred dividends													(7,475)				(7,475)		Preferred dividends													(3,738)				(3,738)
DRSPP proceeds	DRSPP proceeds				6			364										364		DRSPP proceeds				5			351										351
Conversion of units in the Operating Partnership for common stock					101	1		8,743										8,744

Reallocation of noncontrolling interest in the Operating Partnership	Reallocation of noncontrolling interest in the Operating Partnership													31,144				31,144		Reallocation of noncontrolling interest in the Operating Partnership													(26,609)				(26,609)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings	Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				(33)			13,493										13,493		Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				113	2		6,726										6,728

Repurchases of common stock	Repurchases of common stock				(5,601)	(56)		(283,981)						(76,831)				(360,868)		Repurchases of common stock				(1,306)	(13)		(80,297)						0				(80,310)

Contributions to consolidated joint venture interests	Contributions to consolidated joint venture interests															8,185		8,185		Contributions to consolidated joint venture interests															171		171

Cash distributions to noncontrolling interests	Cash distributions to noncontrolling interests															(596)		(596)		Cash distributions to noncontrolling interests															(110)		(110)
Cash distributions declared ($1.180 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	73,675	$	748	$	4,021,891	$	(124,049)	$	(82,371)	$	1,081,821	$	85,790	$	5,205,762
Net income														17,597		414		18,011
Acquisition of subsidiary interest from noncontrolling interest								0								0		0
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					0	0		0										0
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	0		7,543										7,543
Issuance of special dividend paid primarily in stock																				Issuance of special dividend paid primarily in stock				2,034			123,529										123,529
Cash distributions declared ($0.910 per common share, none of which represented a return of capital for federal income tax purposes)																				Cash distributions declared ($0.910 per common share, none of which represented a return of capital for federal income tax purposes)													(63,312)				(63,312)
Balance at March 31, 2021																				Balance at March 31, 2021		$	221,932	69,354	$	705	$	3,913,258	$	(124,049)	$	(18,897)	$	918,077	$	24,594	$	4,935,620

Repurchases of common stock					(642)	(7)		(31,120)						0				(31,127)

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

Cash distributions to noncontrolling interests																(12,530)		(12,530)
Cash distributions declared ($0.885 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	73,040	$	741	$	3,998,516	$	(124,049)	$	(76,200)	$	1,035,172	$	77,893	$	5,134,005

910

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Equity

(unaudited, in thousands, except per share data)


		SL Green Realty Corp. Stockholders																			SL Green Realty Corp. Stockholders
					Common Stock																			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				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, 2018			$	221,932	83,684	$	847	$	4,508,685	$	(124,049)	$	15,108	$	1,278,998	$	46,334	$	5,947,855

Net income														212,370		(1,900)		210,470
Balance at December 31, 2019																				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																				Cumulative adjustment upon adoption of ASC 326													(39,184)				(39,184)
Balance at January 1, 2020																				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 (loss)																				Net income (loss)													118,539		(293)		118,246
Acquisition of subsidiary interest from noncontrolling interest	Acquisition of subsidiary interest from noncontrolling interest							(515)								(25,276)		(25,791)		Acquisition of subsidiary interest from noncontrolling interest							(3,123)								1,587		(1,536)
Other comprehensive loss	Other comprehensive loss											(43,503)						(43,503)		Other comprehensive loss											(52,383)						(52,383)
Preferred dividends	Preferred dividends													(7,475)				(7,475)		Preferred dividends													(3,738)				(3,738)
DRSPP proceeds	DRSPP proceeds				3			263										263		DRSPP proceeds				2			166										166
Conversion of units in the Operating Partnership for common stock	Conversion of units in the Operating Partnership for common stock				5			446										446		Conversion of units in the Operating Partnership for common stock				1	0		84										84
Reallocation of noncontrolling interest in the Operating Partnership	Reallocation of noncontrolling interest in the Operating Partnership													(14,028)				(14,028)		Reallocation of noncontrolling interest in the Operating Partnership													38,529				38,529

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings	Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				(17)			10,533										10,533		Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				(32)	(1)		5,503										5,502

Repurchases of common stock	Repurchases of common stock				(1,265)	(12)		(68,203)						(41,098)				(109,313)		Repurchases of common stock				(2,562)	(26)		(142,719)						(76,831)				(219,576)

Contributions to consolidated joint venture interests	Contributions to consolidated joint venture interests															50,692		50,692		Contributions to consolidated joint venture interests															3,814		3,814

Cash distributions to noncontrolling interests	Cash distributions to noncontrolling interests															(271)		(271)		Cash distributions to noncontrolling interests															(492)		(492)
Cash distributions declared ($1.70 per common share, none of which represented a return of capital for federal income tax purposes)														(140,377)				(140,377)
Balance at June 30, 2019			$	221,932	82,410	$	835	$	4,451,209	$	(124,049)	$	(28,395)	$	1,288,390	$	69,579	$	5,879,501
Net income														36,895		(624)		36,271
Acquisition of subsidiary interest from noncontrolling interest								(54)										(54)
Other comprehensive loss												(11,737)						(11,737)
Preferred dividends														(3,738)				(3,738)
DRSPP proceeds								39										39
Conversion of units in the Operating Partnership for common stock								25										25
Reallocation of noncontrolling interest in the Operating Partnership														(1,481)				(1,481)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings					21			5,948										5,948
Cash distributions declared ($0.304 per common share, none of which represented a return of capital for federal income tax purposes)																				Cash distributions declared ($0.304 per common share, none of which represented a return of capital for federal income tax purposes)													(22,665)				(22,665)
Balance at March 31, 2020																				Balance at March 31, 2020		$	221,932	74,365	$	776	$	4,146,306	$	(124,049)	$	(80,868)	$	1,099,369	$	80,499	$	5,343,965

Repurchases of common stock					(916)	(9)		(49,500)						(25,022)				(74,531)

Contributions to consolidated joint venture interests																2,404		2,404

Cash distributions to noncontrolling interests																(207)		(207)
Cash distributions declared ($0.85 per common share, none of which represented a return of capital for federal income tax purposes)														(69,140)				(69,140)
Balance at September 30, 2019			$	221,932	81,515	$	826	$	4,407,667	$	(124,049)	$	(40,132)	$	1,225,904	$	71,152	$	5,763,300

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

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SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Operating Activities	Operating Activities					Operating Activities
Net income		$	214,418	$	267,232
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income						Net (loss) income	$	(3,855)	$	127,114
Adjustments to reconcile net (loss) income to net cash provided by operating activities:						Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	265,048		216,834		Depreciation and amortization	66,770		70,779
Equity in net loss from unconsolidated joint ventures	Equity in net loss from unconsolidated joint ventures	15,445		22,644		Equity in net loss from unconsolidated joint ventures	2,864		12,814
Distributions of cumulative earnings from unconsolidated joint ventures	Distributions of cumulative earnings from unconsolidated joint ventures	576		648		Distributions of cumulative earnings from unconsolidated joint ventures	69		108
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate		0		(76,181)
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate						Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate	12,629		0
Purchase price and other fair value adjustments	Purchase price and other fair value adjustments	0		(69,389)		Purchase price and other fair value adjustments	(2,664)		0
Depreciable real estate reserves and impairment	Depreciable real estate reserves and impairment	6,627		7,047		Depreciable real estate reserves and impairment	8,241		0
Gain on sale of real estate, net		(163,624)		(2,492)
Loss (gain) on sale of real estate, net						Loss (gain) on sale of real estate, net	1,388		(72,636)
Loan loss reserves and other investment reserves, net of recoveries	Loan loss reserves and other investment reserves, net of recoveries	27,018		0		Loan loss reserves and other investment reserves, net of recoveries	0		11,248

Deferred rents receivable	Deferred rents receivable	(3,459)		(10,005)		Deferred rents receivable	(2,685)		3,717
Non-cash lease expense	Non-cash lease expense	9,735		10,255		Non-cash lease expense	3,375		3,390
Other non-cash adjustments	Other non-cash adjustments	14,874		(11,766)		Other non-cash adjustments	15,564		1,110
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Tenant and other receivables	Tenant and other receivables	(43,069)		(7,564)		Tenant and other receivables	(4,138)		(44,960)
Related party receivables	Related party receivables	4,195		8,921		Related party receivables	(683)		(4,711)
Deferred lease costs	Deferred lease costs	(12,472)		(38,542)		Deferred lease costs	(240)		(8,603)
Other assets	Other assets	(55,301)		(47,139)		Other assets	(24,354)		(48,130)
Accounts payable, accrued expenses, other liabilities and security deposits	Accounts payable, accrued expenses, other liabilities and security deposits	43,256		18,737		Accounts payable, accrued expenses, other liabilities and security deposits	(38,640)		(13,877)
Deferred revenue	Deferred revenue	13,206		18,255		Deferred revenue	4,121		7,622
Change in lease liability - operating leases		(8,530)		(8,062)
Lease liability - operating leases						Lease liability - operating leases	(19,160)		(2,959)
Net cash provided by operating activities	Net cash provided by operating activities	327,943		299,433		Net cash provided by operating activities	18,602		42,026
Investing Activities	Investing Activities					Investing Activities
Acquisitions of real estate property	Acquisitions of real estate property	(86,846)		(261,596)		Acquisitions of real estate property	0		(86,846)
Additions to land, buildings and improvements	Additions to land, buildings and improvements	(281,651)		(150,742)		Additions to land, buildings and improvements	(49,328)		(101,726)
Acquisition deposits and deferred purchase price		0		(228)

Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures	(39,724)		(114,050)		Investments in unconsolidated joint ventures	(21,027)		(8,906)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	Distributions in excess of cumulative earnings from unconsolidated joint ventures	104,300		62,576		Distributions in excess of cumulative earnings from unconsolidated joint ventures	19,692		53,516
Net proceeds from disposition of real estate/joint venture interest	Net proceeds from disposition of real estate/joint venture interest	333,037		138,948		Net proceeds from disposition of real estate/joint venture interest	62,800		91,156

Cash assumed from consolidation of real estate investment						Cash assumed from consolidation of real estate investment	9,475		0
Proceeds from sale or redemption of marketable securities						Proceeds from sale or redemption of marketable securities	4,528		0

Other investments	Other investments	(3,921)		(2,491)		Other investments	(54)		(4,786)
Origination of debt and preferred equity investments	Origination of debt and preferred equity investments	(353,797)		(555,951)		Origination of debt and preferred equity investments	(5,905)		(223,374)
Repayments or redemption of debt and preferred equity investments	Repayments or redemption of debt and preferred equity investments	703,625		642,634		Repayments or redemption of debt and preferred equity investments	0		151,548
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	375,023		(240,900)		Net cash provided by (used in) investing activities	20,181		(129,418)

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SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)


							Three Months Ended March 31,
		Nine Months Ended September 30,					2021		2020
		2020		2019
Financing Activities	Financing Activities					Financing Activities
Proceeds from mortgages and other loans payable	Proceeds from mortgages and other loans payable	1,128,775		699,072		Proceeds from mortgages and other loans payable	10,391		101,103
Repayments of mortgages and other loans payable	Repayments of mortgages and other loans payable	(710,352)		(162,024)		Repayments of mortgages and other loans payable	(362,542)		(102,777)
Proceeds from revolving credit facility and senior unsecured notes		1,275,000		1,090,000
Repayments of revolving credit facility and senior unsecured notes		(1,575,000)		(1,255,000)
Proceeds from revolving credit facility and unsecured notes						Proceeds from revolving credit facility and unsecured notes	530,000		1,125,000
Repayments of revolving credit facility and unsecured notes						Repayments of revolving credit facility and unsecured notes	(10,000)		(315,000)
Proceeds from stock options exercised and DRSPP issuance	Proceeds from stock options exercised and DRSPP issuance	566		302		Proceeds from stock options exercised and DRSPP issuance	351		166

Repurchase of common stock	Repurchase of common stock	(381,992)		(175,005)		Repurchase of common stock	(84,089)		(219,576)
Redemption of preferred stock	Redemption of preferred stock	(82,750)		(15,142)		Redemption of preferred stock	(3,631)		(19,392)
Redemption of OP units	Redemption of OP units	(18,913)		(15,918)		Redemption of OP units	(13,261)		(18,066)
Distributions to noncontrolling interests in other partnerships	Distributions to noncontrolling interests in other partnerships	(13,126)		(478)		Distributions to noncontrolling interests in other partnerships	(110)		(492)
Contributions from noncontrolling interests in other partnerships	Contributions from noncontrolling interests in other partnerships	12,404		4,873		Contributions from noncontrolling interests in other partnerships	171		3,814
Acquisition of subsidiary interest from noncontrolling interest	Acquisition of subsidiary interest from noncontrolling interest	(1,536)		(25,791)		Acquisition of subsidiary interest from noncontrolling interest	0		(1,536)
Distributions to noncontrolling interests in the Operating Partnership	Distributions to noncontrolling interests in the Operating Partnership	(8,857)		(10,993)		Distributions to noncontrolling interests in the Operating Partnership	(4,148)		(1,284)
Dividends paid on common and preferred stock	Dividends paid on common and preferred stock	(224,147)		(230,804)		Dividends paid on common and preferred stock	(69,772)		(79,662)

Tax withholdings related to restricted share awards	Tax withholdings related to restricted share awards	(4,752)		(3,126)		Tax withholdings related to restricted share awards	(2,788)		(4,752)
Deferred loan costs	Deferred loan costs	(34,687)		(21,068)		Deferred loan costs	(288)		(562)
Principal payments of on financing lease liabilities	Principal payments of on financing lease liabilities	(580)		0		Principal payments of on financing lease liabilities	(255)		0
Net cash used in financing activities		(639,947)		(121,102)
Net increase (decrease) in cash, cash equivalents, and restricted cash		63,019		(62,569)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(9,971)		466,984
Net increase in cash, cash equivalents, and restricted cash						Net increase in cash, cash equivalents, and restricted cash	28,812		379,592
Cash, cash equivalents, and restricted cash at beginning of year	Cash, cash equivalents, and restricted cash at beginning of year	241,430		279,113		Cash, cash equivalents, and restricted cash at beginning of year	372,795		241,430
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	304,449	$	216,544	Cash, cash equivalents, and restricted cash at end of period	$	401,607	$	621,022

Supplemental Disclosure of Non-Cash Investing and Financing Activities:	Supplemental Disclosure of Non-Cash Investing and Financing Activities:					Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Conversion of units in the Operating Partnership	Conversion of units in the Operating Partnership	$	8,744	$	471	Conversion of units in the Operating Partnership	$	0	$	84

Exchange of preferred equity investment for real estate or equity in joint venture		119,497		0
Exchange of debt investment for real estate or equity in joint venture		104,211		—

Issuance of preferred units relating to a real estate acquisition		0		1,000

Issuance of special dividend paid primarily in stock						Issuance of special dividend paid primarily in stock	123,529		0
Tenant improvements and capital expenditures payable	Tenant improvements and capital expenditures payable	11,993		10,040		Tenant improvements and capital expenditures payable	15,214		602
Fair value adjustment to noncontrolling interest in the Operating Partnership	Fair value adjustment to noncontrolling interest in the Operating Partnership	35,253		15,509		Fair value adjustment to noncontrolling interest in the Operating Partnership	26,609		0
Consolidation of real estate investment						Consolidation of real estate investment	119,444		0

Deconsolidation of a subsidiary		0		395
Deconsolidation of a subsidiary mortgage		5,593		—

Reversal of assets held for sale	Reversal of assets held for sale	391,664		0		Reversal of assets held for sale	0		391,664
Mortgages assumed in connection with sale of real estate		250,000		—
Extinguishment of debt in connection with property dispositions						Extinguishment of debt in connection with property dispositions	53,548		0
Seller financed purchases	Seller financed purchases	100,000		0		Seller financed purchases	0		100,000
Debt and preferred equity reserves		4,638		0
Transfer of assets related to assets held for sale		0		403,488
Debt and preferred equity investments						Debt and preferred equity investments	10,000		4,638

Removal of fully depreciated commercial real estate properties	Removal of fully depreciated commercial real estate properties	7,906		6,602		Removal of fully depreciated commercial real estate properties	1,120		512

Contribution to consolidated joint venture by noncontrolling interest		0		48,223

Share repurchase payable	Share repurchase payable	10,003		8,839		Share repurchase payable	3,779		0

Recognition of sales-type leases and related lease liabilities		114,974		—

Recognition of right of use assets and related lease liabilities	Recognition of right of use assets and related lease liabilities	57,500		389,120		Recognition of right of use assets and related lease liabilities	119,711		102,782

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SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)

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,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash and cash equivalents	Cash and cash equivalents	$	221,404	$	121,751	Cash and cash equivalents	$	304,999	$	554,195
Restricted cash	Restricted cash	83,045		94,793		Restricted cash	96,608		66,827
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	304,449	$	216,544	Total cash, cash equivalents, and restricted cash	$	401,607	$	621,022

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

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SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in thousands)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(unaudited)					(unaudited)
Assets	Assets					Assets
Commercial real estate properties, at cost:	Commercial real estate properties, at cost:					Commercial real estate properties, at cost:
Land and land interests	Land and land interests	$	1,639,118	$	1,751,544	Land and land interests	$	1,445,199	$	1,315,832
Building and improvements	Building and improvements	5,483,155		5,154,990		Building and improvements	4,096,930		4,168,193
Building leasehold and improvements	Building leasehold and improvements	1,442,251		1,433,793		Building leasehold and improvements	1,730,418		1,448,134
Right of use asset - financing leases	Right of use asset - financing leases	75,711		47,445		Right of use asset - financing leases	55,711		55,711
Right of use asset - operating leases	Right of use asset - operating leases	381,255		396,795		Right of use asset - operating leases	502,316		367,209
		9,021,490		8,784,567			7,830,574		7,355,079
Less: accumulated depreciation	Less: accumulated depreciation	(2,260,247)		(2,060,560)		Less: accumulated depreciation	(2,004,945)		(1,956,077)
		6,761,243		6,724,007			5,825,629		5,399,002
Assets held for sale		0		391,664

Cash and cash equivalents	Cash and cash equivalents	221,404		166,070		Cash and cash equivalents	304,999		266,059
Restricted cash	Restricted cash	83,045		75,360		Restricted cash	96,608		106,736
Investments in marketable securities	Investments in marketable securities	27,734		29,887		Investments in marketable securities	23,784		28,570
Tenant and other receivables	Tenant and other receivables	72,806		43,968		Tenant and other receivables	42,505		44,507
Related party receivables	Related party receivables	31,936		21,121		Related party receivables	34,310		34,657
Deferred rents receivable	Deferred rents receivable	304,673		283,011		Deferred rents receivable	304,420		302,791
Debt and preferred equity investments, net of discounts and deferred origination fees of $12,031 and $14,562 and allowances of $19,010 and $1,750 in 2020 and 2019, respectively		1,153,363		1,580,306
Debt and preferred equity investments, net of discounts and deferred origination fees of $9,817 and $11,232 and allowances of $13,213 and $13,213 in 2021 and 2020, respectively						Debt and preferred equity investments, net of discounts and deferred origination fees of $9,817 and $11,232 and allowances of $13,213 and $13,213 in 2021 and 2020, respectively	1,097,202		1,076,542
Investments in unconsolidated joint ventures	Investments in unconsolidated joint ventures	2,946,673		2,912,842		Investments in unconsolidated joint ventures	3,698,701		3,823,322
Deferred costs, net	Deferred costs, net	206,289		205,283		Deferred costs, net	170,252		177,168
Other assets	Other assets	514,873		332,801		Other assets	445,635		448,213
Total assets (1)	Total assets (1)	$	12,324,039	$	12,766,320	Total assets (1)	$	12,044,045	$	11,707,567
Liabilities	Liabilities					Liabilities
Mortgages and other loans payable, net	Mortgages and other loans payable, net	$	2,391,744	$	2,183,253	Mortgages and other loans payable, net	$	1,848,701	$	1,979,972
Revolving credit facility, net	Revolving credit facility, net	184,840		234,013		Revolving credit facility, net	625,809		105,262
Unsecured term loans, net	Unsecured term loans, net	1,494,793		1,494,024		Unsecured term loans, net	1,495,620		1,495,275
Unsecured notes, net	Unsecured notes, net	1,247,795		1,496,847		Unsecured notes, net	1,248,622		1,248,219
Accrued interest payable	Accrued interest payable	23,438		22,148		Accrued interest payable	22,796		14,825
Other liabilities	Other liabilities	306,077		177,080		Other liabilities	267,908		302,798
Accounts payable and accrued expenses	Accounts payable and accrued expenses	152,983		166,905		Accounts payable and accrued expenses	120,015		151,309
Deferred revenue	Deferred revenue	117,615		114,052		Deferred revenue	119,215		118,572
Lease liability - financing leases	Lease liability - financing leases	174,983		44,448		Lease liability - financing leases	152,622		152,521
Lease liability - operating leases	Lease liability - operating leases	358,419		381,671		Lease liability - operating leases	455,385		339,458
Dividend and distributions payable	Dividend and distributions payable	25,486		79,282		Dividend and distributions payable	24,924		149,294
Security deposits	Security deposits	56,212		62,252		Security deposits	54,181		53,836
Liabilities related to assets held for sale	Liabilities related to assets held for sale	0		0		Liabilities related to assets held for sale	0		0
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000		Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000
Total liabilities (1)	Total liabilities (1)	6,634,385		6,555,975		Total liabilities (1)	6,535,798		6,211,341
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Limited partner interests in SLGOP (4,027 and 4,196 limited partner common units outstanding at September 30, 2020 and December 31, 2019, respectively)		353,480		409,862
Limited partner interests in SLGOP (4,156 and 3,939 limited partner common units outstanding at March 31, 2021 and December 31, 2020, respectively)						Limited partner interests in SLGOP (4,156 and 3,939 limited partner common units outstanding at March 31, 2021 and December 31, 2020, respectively)	374,124		358,262
Preferred units	Preferred units	202,169		283,285		Preferred units	198,503		202,169

1415

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in thousands)

September 30, 2020 December 31, 2019
(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2020 and December 31, 2019 221,932 221,932
SL Green partners' capital (771 and 834 general partner common units and 72,269 and 78,368 limited partner common units outstanding at September 30, 2020 and December 31, 2019, respectively) 4,910,380 5,247,868
Accumulated other comprehensive loss (76,200) (28,485)
Total SLGOP partners' capital 5,056,112 5,441,315
Noncontrolling interests in other partnerships 77,893 75,883
Total capital 5,134,005 5,517,198
Total liabilities and capital $ 12,324,039 $ 12,766,320
(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: 375.9 million and $205.2 million of land, $1.4 billion and $481.9 million of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $61.7 million and $61.7 million of right of use assets, $296.3 million and $17.6 million of accumulated depreciation, $322.8 million and $169.5 million of other assets included in other line items, $510.7 million and $457.1 million of real estate debt, net, $1.1 million and $1.2 million of accrued interest payable, $58.4 million and $57.7 million of lease liabilities, and $48.9 million and $43.7 million of other liabilities included in other line items as of September 30, 2020 and December 31, 2019, 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,
2020 2019 2020 2019
Revenues
Rental revenue, net $ 195,515 $ 248,028 $ 614,032 $ 733,105
Investment income 22,988 51,518 101,464 153,167
Other income 31,341 14,088 102,350 44,641
Total revenues 249,844 313,634 817,846 930,913
Expenses
Operating expenses, including related party expenses of $2,801 and $9,289 in 2020 and $5,460 and $13,575 in 2019 45,910 59,847 140,673 175,862
Real estate taxes 43,522 49,626 131,805 143,008
Operating lease rent 6,973 8,295 22,171 24,891
Interest expense, net of interest income 23,536 48,112 91,100 145,797
Amortization of deferred financing costs 3,151 3,112 8,312 8,566
Depreciation and amortization 92,516 70,464 256,736 208,268
Loan loss and other investment reserves, net of recoveries 8,957 0 27,018 0
Transaction related costs 45 44 483 360
Marketing, general and administrative 23,602 23,841 66,682 75,300
Total expenses 248,212 263,341 744,980 782,052
Equity in net loss from unconsolidated joint ventures (432) (9,864) (15,445) (22,644)
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0 0 0 76,181
Purchase price and other fair value adjustments 0 3,799 0 69,389
Gain on sale of real estate, net 26,104 3,541 163,624 2,492
Depreciable real estate reserves and impairment (6,627) (7,047) (6,627) (7,047)
Net income 20,677 40,722 214,418 267,232
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in other partnerships (414) 624 (1,145) 2,524
Preferred units distributions (1,864) (2,732) (6,883) (8,185)
Net income attributable to SLGOP 18,399 38,614 206,390 261,571
Perpetual preferred unit distributions (3,738) (3,738) (11,213) (11,213)
Net income attributable to SLGOP common unitholders $ 14,661 $ 34,876 $ 195,177 $ 250,358
Basic earnings per unit $ 0.19 $ 0.40 $ 2.44 $ 2.87
Diluted earnings per unit $ 0.19 $ 0.40 $ 2.44 $ 2.87
Basic weighted average common units outstanding 77,049 86,550 79,644 87,138
Diluted weighted average common units and common unit equivalents outstanding 77,491 86,714 80,085 87,309


	March 31, 2021		December 31, 2020
	(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2021 and December 31, 2020	221,932		221,932
SL Green partners' capital (735 and 724 general partner common units and 68,619 and 67,784 limited partner common units outstanding at March 31, 2021 and December 31, 2020, respectively)	4,707,991		4,755,078
Accumulated other comprehensive loss	(18,897)		(67,247)
Total SLGOP partners' capital	4,911,026		4,909,763
Noncontrolling interests in other partnerships	24,594		26,032
Total capital	4,935,620		4,935,795
Total liabilities and capital	$	12,044,045	$	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: $179.6 million and $41.2 million of land, $282.3 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, $16.4 million and $10.3 million of accumulated depreciation, $297.1 million and $289.5 million of other assets included in other line items, $368.6 million and $94.0 million of real estate debt, net, $0.9 million and $0.7 million of accrued interest payable, $45.3 million and $29.9 million of lease liabilities, and $31.2 million and $56.6 million of other liabilities included in other line items as of March 31, 2021 and December 31, 2020, 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 March 31,
	2021		2020
Revenues
Rental revenue, net	$	188,089	$	222,631

Investment income	19,273		38,533
Other income	18,740		53,139
Total revenues	226,102		314,303
Expenses
Operating expenses, including related party expenses of $2,225 in 2021 and $3,749 in 2020	42,284		53,866
Real estate taxes	45,411		46,622
Operating lease rent	6,739		7,367
Interest expense, net of interest income	23,388		37,494
Amortization of deferred financing costs	3,774		2,500
Depreciation and amortization	62,996		68,279
Loan loss and other investment reserves, net of recoveries	0		11,248
Transaction related costs	22		65
Marketing, general and administrative	22,885		19,570
Total expenses	207,499		247,011


Equity in net loss from unconsolidated joint ventures	(2,864)		(12,814)
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	(12,629)		0
Purchase price and other fair value adjustments	2,664		0
(Loss) gain on sale of real estate, net	(1,388)		72,636
Depreciable real estate reserves and impairment	(8,241)		0





Net (loss) income	(3,855)		127,114
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in other partnerships	1,499		293
Preferred units distributions	(1,846)		(2,666)
Net (loss) income attributable to SLGOP	(4,202)		124,741
Perpetual preferred unit distributions	(3,738)		(3,738)
Net (loss) income attributable to SLGOP common unitholders	$	(7,940)	$	121,003






















Basic earnings per unit	$	(0.11)	$	1.51










Diluted earnings per unit	$	(0.11)	$	1.51

Basic weighted average common units outstanding	73,158		79,876
Diluted weighted average common units and common unit equivalents outstanding	74,070		80,352

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,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net income		$	20,677	$	40,722	$	214,418	$	267,232
Net (loss) income										Net (loss) income	$	(3,855)	$	127,114
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Increase (decrease) in unrealized value of derivative instruments, including SLGOP's share of joint venture derivative instruments	Increase (decrease) in unrealized value of derivative instruments, including SLGOP's share of joint venture derivative instruments	6,099		(12,574)		(48,227)		(59,680)		Increase (decrease) in unrealized value of derivative instruments, including SLGOP's share of joint venture derivative instruments	51,263		(50,735)
Increase (decrease) in unrealized value of marketable securities		389		230		(2,152)		1,571
Decrease in unrealized value of marketable securities										Decrease in unrealized value of marketable securities	(258)		(4,534)
Other comprehensive income (loss)	Other comprehensive income (loss)	6,488		(12,344)		(50,379)		(58,109)		Other comprehensive income (loss)	51,005		(55,269)
Comprehensive income	Comprehensive income	27,165		28,378		164,039		209,123		Comprehensive income	47,150		71,845
Net (income) loss attributable to noncontrolling interests		(414)		624		(1,145)		2,524
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	1,499		293
Other comprehensive (income) loss attributable to noncontrolling interests	Other comprehensive (income) loss attributable to noncontrolling interests	(317)		607		2,664		2,869		Other comprehensive (income) loss attributable to noncontrolling interests	(2,655)		2,886
Comprehensive income attributable to SLGOP	Comprehensive income attributable to SLGOP	$	26,434	$	29,609	$	165,558	$	214,516	Comprehensive income attributable to SLGOP	$	45,994	$	75,024

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

1718

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 Income (Loss) Noncontrolling
Interests Total
Balance at December 31, 2019 $ 221,932 79,202 $ 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 79,202 $ 5,208,684 $ (28,485) $ 75,883 $ 5,478,014
Net income (loss) 178,720 731 179,451
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 101 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 (33) 13,493 13,493
Repurchases of common stock (5,601) (360,868) (360,868)
Contribution to consolidated joint venture interests 8,185 8,185
Cash distributions to noncontrolling interests (596) (596)
Cash distributions declared ($1.180 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 73,675 $ 4,980,411 $ (82,371) $ 85,790 $ 5,205,762
Net income 17,597 414 18,011
Acquisition of subsidiary interest from noncontrolling interest 0 0 0
Other comprehensive income 6,171 6,171
Preferred distributions (3,738) (3,738)
DRSPP proceeds 4 202 202
Conversion of common units 0 0 0
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 (642) (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 ($0.885 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 73,040 $ 4,910,380 $ (76,200) $ 77,893 $ 5,134,005


	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 loss				(3,726)				(1,499)		(5,225)

Other comprehensive loss						48,350				48,350
Preferred distributions				(3,738)						(3,738)
DRSPP proceeds			5	351						351

Reallocation of noncontrolling interests in the operating partnership				(26,609)						(26,609)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			113	6,728						6,728


Repurchases of common units			(1,306)	(80,310)						(80,310)
Contribution to consolidated joint venture interests								171		171


Cash distributions to noncontrolling interests								(110)		(110)
Issuance of special distribution paid primarily in units			2,034	123,529						123,529
Cash distributions declared ($0.910 per common unit, none of which represented a return of capital for federal income tax purposes)				(63,312)						(63,312)
Balance at March 31, 2021	$	221,932	69,354	$	4,707,991	$	(18,897)	$	24,594	$	4,935,620

1819

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												SL Green Operating Partnership Unitholders
				Partners' Interest												Partners' Interest
		Series I Preferred Units		Common Units	Common Unitholders		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total			Series I Preferred Units		Common Units	Common Unitholders		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance at December 31, 2018		$	221,932	83,684	$	5,664,481	$	15,108	$	46,334	$	5,947,855

Net income					212,370				(1,900)		210,470
Balance at December 31, 2019													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													Cumulative adjustment upon adoption of ASC 326				(39,184)						(39,184)
Balance at January 1, 2020													Balance at January 1, 2020	$	221,932	76,956	$	5,208,684	$	(28,485)	$	75,883	$	5,478,014
Net income (loss)													Net income (loss)				118,539				(293)		118,246
Acquisition of subsidiary interest from noncontrolling interest	Acquisition of subsidiary interest from noncontrolling interest				(515)				(25,276)		(25,791)		Acquisition of subsidiary interest from noncontrolling interest				(3,123)				1,587		(1,536)
Other comprehensive income	Other comprehensive income						(43,503)				(43,503)		Other comprehensive income						(52,383)				(52,383)
Preferred distributions	Preferred distributions				(7,475)						(7,475)		Preferred distributions				(3,738)						(3,738)
DRSPP proceeds	DRSPP proceeds			3	263						263		DRSPP proceeds			2	166						166
Conversion of common units	Conversion of common units			5	446						446		Conversion of common units			1	84						84
Reallocation of noncontrolling interests in the operating partnership	Reallocation of noncontrolling interests in the operating partnership				(14,028)						(14,028)		Reallocation of noncontrolling interests in the operating partnership				38,529						38,529

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings	Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			(17)	10,533						10,533		Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			(32)	5,502						5,502

Repurchases of common stock	Repurchases of common stock			(1,265)	(109,313)						(109,313)		Repurchases of common stock			(2,562)	(219,576)						(219,576)
Contribution to consolidated joint venture interests	Contribution to consolidated joint venture interests								50,692		50,692		Contribution to consolidated joint venture interests								3,814		3,814

Cash distributions to noncontrolling interests	Cash distributions to noncontrolling interests								(271)		(271)		Cash distributions to noncontrolling interests								(492)		(492)
Cash distributions declared ($1.70 per common unit, none of which represented a return of capital for federal income tax purposes)					(140,377)						(140,377)
Balance at June 30, 2019		$	221,932	82,410	$	5,616,385	$	(28,395)	$	69,579	$	5,879,501
Net income					36,895				(624)		36,271
Acquisition of subsidiary interest from noncontrolling interest					(54)						(54)
Other comprehensive income							(11,737)				(11,737)
Preferred distributions					(3,738)						(3,738)
DRSPP proceeds				0	39						39
Conversion of common units				0	25						25
Reallocation of noncontrolling interests in the operating partnership					(1,481)						(1,481)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				21	5,948						5,948
Cash distributions declared ($0.304 per common unit, none of which represented a return of capital for federal income tax purposes)													Cash distributions declared ($0.304 per common unit, none of which represented a return of capital for federal income tax purposes)				(22,665)						(22,665)
Balance at March 31, 2020													Balance at March 31, 2020	$	221,932	74,365	$	5,122,402	$	(80,868)	$	80,499	$	5,343,965

Repurchases of common stock				(916)	(74,531)						(74,531)
Contribution to consolidated joint venture interests									2,404		2,404

Cash distributions to noncontrolling interests									(207)		(207)
Cash distributions declared ($0.85 per common unit, none of which represented a return of capital for federal income tax purposes)					(69,140)						(69,140)
Balance at September 30, 2019		$	221,932	81,515	$	5,510,348	$	(40,132)	$	71,152	$	5,763,300

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

1920

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

Nine Months Ended September 30,
2020 2019
Operating Activities
Net income $ 214,418 $ 267,232
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 265,048 216,834
Equity in net loss from unconsolidated joint ventures 15,445 22,644
Distributions of cumulative earnings from unconsolidated joint ventures 576 648
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate 0 (76,181)
Purchase price and other fair value adjustments 0 (69,389)
Depreciable real estate reserves and impairment 6,627 7,047
Gain on sale of real estate, net (163,624) (2,492)
Loan loss reserves and other investment reserves, net of recoveries 27,018 0
Deferred rents receivable (3,459) (10,005)
Non-cash lease expense 9,735 10,255
Other non-cash adjustments 14,874 (11,766)
Changes in operating assets and liabilities:
Tenant and other receivables (43,069) (7,564)
Related party receivables 4,195 8,921
Deferred lease costs (12,472) (38,542)
Other assets (55,301) (47,139)
Accounts payable, accrued expenses, other liabilities and security deposits 43,256 18,737
Deferred revenue 13,206 18,255
Change in lease liability - operating leases (8,530) (8,062)
Net cash provided by operating activities 327,943 299,433
Investing Activities
Acquisitions of real estate property (86,846) (261,596)
Additions to land, buildings and improvements (281,651) (150,742)
Acquisition deposits and deferred purchase price 0 (228)
Investments in unconsolidated joint ventures (39,724) (114,050)
Distributions in excess of cumulative earnings from unconsolidated joint ventures 104,300 62,576
Net proceeds from disposition of real estate/joint venture interest 333,037 138,948
Other investments (3,921) (2,491)
Origination of debt and preferred equity investments (353,797) (555,951)
Repayments or redemption of debt and preferred equity investments 703,625 642,634
Net cash provided by (used in) investing activities 375,023 (240,900)

~~Table of Contents~~

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

~~Consolidated Statements of Cash Flows~~

~~(unaudited, in thousands)~~

Nine Months Ended September 30,
2020 2019
Financing Activities
Proceeds from mortgages and other loans payable 1,128,775 699,072
Repayments of mortgages and other loans payable (710,352) (162,024)
Proceeds from revolving credit facility and senior unsecured notes 1,275,000 1,090,000
Repayments of revolving credit facility and senior unsecured notes (1,575,000) (1,255,000)
Proceeds from stock options exercised and DRSPP issuance 566 302
Repurchase of common units (381,992) (175,005)
Redemption of preferred units (82,750) (15,142)
Redemption of OP units (18,913) (15,918)
Distributions to noncontrolling interests in other partnerships (13,126) (478)
Contributions from noncontrolling interests in other partnerships 12,404 4,873
Acquisition of subsidiary interest from noncontrolling interest (1,536) (25,791)
Distributions paid on common and preferred units (233,004) (241,797)
Tax withholdings related to restricted share awards (4,752) (3,126)
Deferred loan costs (34,687) (21,068)
Principal payments of on financing lease liabilities (580) 0
Net cash used in financing activities (639,947) (121,102)
Net increase (decrease) in cash, cash equivalents, and restricted cash 63,019 (62,569)
Cash, cash equivalents, and restricted cash at beginning of year 241,430 279,113
Cash, cash equivalents, and restricted cash at end of period $ 304,449 $ 216,544
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Conversion of units in the Operating Partnership $ 8,744 $ 471
Exchange of preferred equity investment for real estate or equity in joint venture 119,497 0
Exchange of debt investment for real estate or equity in joint venture 104,211 —
Issuance of preferred units relating to a real estate acquisition 0 1,000
Tenant improvements and capital expenditures payable 11,993 10,040
Fair value adjustment to noncontrolling interest in the Operating Partnership 35,253 15,509
Deconsolidation of a subsidiary 0 395
Deconsolidation of a subsidiary mortgage 5,593 —
Reversal of assets held for sale 391,664 0
Mortgages assumed in connection with sale of real estate 250,000 —
Seller financed purchases 100,000 0
Debt and preferred equity reserves 4,638 0
Transfer of assets related to assets held for sale 0 403,488
Transfer of liabilities related to assets held for sale 0 0
Removal of fully depreciated commercial real estate properties 7,906 6,602
Contribution to consolidated joint venture by noncontrolling interest 0 48,223
Share repurchase payable 10,003 8,839
Recognition of sales-type leases and related lease liabilities 114,974 —
Recognition of right of use assets and related lease liabilities 57,500 389,120


	Three Months Ended March 31,
	2021		2020
Operating Activities
Net (loss) income	$	(3,855)	$	127,114
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	66,770		70,779
Equity in net loss from unconsolidated joint ventures	2,864		12,814
Distributions of cumulative earnings from unconsolidated joint ventures	69		108
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate	12,629		0
Purchase price and other fair value adjustments	(2,664)		0
Depreciable real estate reserves and impairment	8,241		0
Loss (gain) on sale of real estate, net	1,388		(72,636)
Loan loss reserves and other investment reserves, net of recoveries	0		11,248



Deferred rents receivable	(2,685)		3,717
Non-cash lease expense	3,375		3,390
Other non-cash adjustments	15,564		1,110
Changes in operating assets and liabilities:
Tenant and other receivables	(4,138)		(44,960)
Related party receivables	(683)		(4,711)
Deferred lease costs	(240)		(8,603)
Other assets	(24,354)		(48,130)
Accounts payable, accrued expenses, other liabilities and security deposits	(38,640)		(13,877)
Deferred revenue	4,121		7,622
Lease liability - operating leases	(19,160)		(2,959)
Net cash provided by operating activities	18,602		42,026
Investing Activities
Acquisitions of real estate property	0		(86,846)
Additions to land, buildings and improvements	(49,328)		(101,726)

Investments in unconsolidated joint ventures	(21,027)		(8,906)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	19,692		53,516
Net proceeds from disposition of real estate/joint venture interest	62,800		91,156
Cash assumed from consolidation of real estate investment	9,475		0
Proceeds from sale or redemption of marketable securities	4,528		0

Other investments	(54)		(4,786)
Origination of debt and preferred equity investments	(5,905)		(223,374)
Repayments or redemption of debt and preferred equity investments	0		151,548
Net cash provided by (used in) investing activities	20,181		(129,418)

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended March 31,
	2021		2020

Financing Activities
Proceeds from mortgages and other loans payable	10,391		101,103
Repayments of mortgages and other loans payable	(362,542)		(102,777)
Proceeds from revolving credit facility and unsecured notes	530,000		1,125,000
Repayments of revolving credit facility and unsecured notes	(10,000)		(315,000)
Proceeds from stock options exercised and DRSPP issuance	351		166

Repurchase of common units	(84,089)		(219,576)
Redemption of preferred units	(3,631)		(19,392)
Redemption of OP units	(13,261)		(18,066)
Distributions to noncontrolling interests in other partnerships	(110)		(492)
Contributions from noncontrolling interests in other partnerships	171		3,814
Acquisition of subsidiary interest from noncontrolling interest	0		(1,536)
Distributions paid on common and preferred units	(73,920)		(80,946)

Tax withholdings related to restricted share awards	(2,788)		(4,752)
Deferred loan costs	(288)		(562)
Principal payments of on financing lease liabilities	(255)		0
Net cash (used in) provided by financing activities	(9,971)		466,984
Net increase in cash, cash equivalents, and restricted cash	28,812		379,592
Cash, cash equivalents, and restricted cash at beginning of year	372,795		241,430
Cash, cash equivalents, and restricted cash at end of period	$	401,607	$	621,022





Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Conversion of units in the Operating Partnership	$	0	$	84




Issuance of special distribution paid primarily in units	123,529		0
Tenant improvements and capital expenditures payable	15,214		602
Fair value adjustment to noncontrolling interest in the Operating Partnership	26,609		0
Consolidation of real estate investment	119,444		0


Reversal of assets held for sale	0		391,664
Extinguishment of debt in connection with property dispositions	53,548		0
Seller financed purchases	0		100,000
Debt and preferred equity investments	10,000		4,638


Removal of fully depreciated commercial real estate properties	1,120		512


Share repurchase payable	3,779		0


Recognition of right of use assets and related lease liabilities	119,711		102,782


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash and cash equivalents	Cash and cash equivalents	$	221,404	$	121,751	Cash and cash equivalents	$	304,999	$	554,195
Restricted cash	Restricted cash	83,045		94,793		Restricted cash	96,608		66,827
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	304,449	$	216,544	Total cash, cash equivalents, and restricted cash	$	401,607	$	621,022

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

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

Notes to Consolidated Financial Statements

~~September 30, 2020~~March 31, 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 which is 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, 2020,~~March 31, 2021, noncontrolling investors held, in the aggregate, a ~~5.23%~~5.65% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership. The Operating Partnership is considered a variable interest entity, or VIE, in which we are the primary beneficiary. See Note 11, "Noncontrolling Interests on the Company's Consolidated Financial Statements."

On December 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.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

As of ~~September 30, 2020,~~March 31, 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						Consolidated		Unconsolidated		Total
Location	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)		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:	Commercial:										Commercial:
Manhattan	Manhattan	Office	18	10,647,191	11	11,841,483	29	22,488,674	93.1	%	Manhattan	Office	18	10,526,345	9	10,869,183	27	21,395,528	93.4	%
		Retail	4	44,189	8	289,050	12	333,239	94.0	%		Retail	1	10,040	9	301,996	10	312,036	94.6	%
		Development/Redevelopment	10	2,908,362	2	1,755,610	12	4,663,972	N/A			Development/Redevelopment	9	1,890,614	3	2,927,782	12	4,818,396	N/A
		Fee Interest	0	0	1	0	1	0	0	%
			32	13,599,742	22	13,886,143	54	27,485,885	93.1	%			28	12,426,999	21	14,098,961	49	26,525,960	93.5	%
Suburban	Suburban	Office	8	1,044,800	0	0	8	1,044,800	85.0	%	Suburban	Office	7	862,800	0	0	7	862,800	81.6	%
		Retail	1	52,000	0	0	1	52,000	100.0	%

			9	1,096,800	0	0	9	1,096,800	85.7	%
Total commercial properties	Total commercial properties		41	14,696,542	22	13,886,143	63	28,582,685	92.7	%	Total commercial properties		35	13,289,799	21	14,098,961	56	27,388,760	93.0	%
Residential:	Residential:										Residential:
Manhattan	Manhattan	Residential	1	82,250	8	1,663,774	9	1,746,024	78.8	%	Manhattan	Residential	1	82,250	8	1,663,774	9	1,746,024	79.1	%
Total residential properties			1	82,250	8	1,663,774	9	1,746,024	78.8	%

Total portfolio	Total portfolio		42	14,778,792	30	15,549,917	72	30,328,709	91.9	%	Total portfolio		36	13,372,049	29	15,762,735	65	29,134,784	92.2	%

(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.

As of ~~September 30, 2020,~~March 31, 2021, we also managed 2 office buildings owned by third parties encompassing approximately 2.1 million square feet (unaudited), and held debt and preferred equity investments with a book value of ~~$1.15~~$1.1 billion, excluding $0.1 billion of debt and preferred equity investments and other financing receivables that are included in balance sheet line items other than the Debt and ~~Preferred Equity Investments~~preferred equity investments line item.

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~

Partnership Agreement

In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners, subject to the priority distributions with respect to preferred units and special provisions that apply to 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-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, 2020~~March 31, 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, ~~2020.~~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, ~~2019~~2020 of the Company and the Operating Partnership.

The consolidated balance sheet at December 31, ~~2019~~2020 has been derived from the audited financial statements as of that date but does 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.)

March 31, 2021

(unaudited)

Subsequent Events

~~Beginning~~In April 2021, the Company exercised its option to acquire the fee interest in ~~late 2019, a novel strain of Coronavirus (“COVID-19”) began to spread throughout~~461 Fifth Avenue from the world, including the United States, ultimately being declared a pandemic by the World Health Organization. The pandemic has caused, and continues to cause, severe disruptions with wide ranging impacts to the global economy and everyday life. We expect that 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 for at least the durationground lessor of the ~~COVID-19 pandemic and possibly longer. This has and may continue to cause significant volatility~~property for a purchase price of $28.0 million. At March 31, 2021, the Company held the leasehold interest in the ~~trading prices of our securities.~~property. 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 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 other SEC filings and may have other adverse effects on our operations that we are not currently able to predict.

As of the date of this filing, we have collected gross tenant billings for the third quarter of 2020 of 92.7% overall, including 96.9% from office tenants and 70.2% from retail tenants. As of the date of this filing, we have collected gross tenant billings for the month of October 2020 of 93.0% overall, including 96.4% from office tenants and 72.6% from retail tenants.

In October 2020, the Company, together with its partners, entered into a contract to sell interests in 410 Tenth Avenue for gross consideration of $952.5 million. We currently own 70.9% of the venture. As part of the sale, the venture is retaining a 5% interest through completion of the property's redevelopment. This transaction is expected to close in the ~~fourth~~second quarter of 2020, subject to satisfaction of various closing conditions. At September 30, 2020, we determined that the held for sale criteria was not met for this property as it was not probable that the sale of the asset would be completed within one year.2021.

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.

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~

We consolidate a VIE in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

Investment in Commercial Real Estate Properties

We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives, which generally range from 3 years to 40 years. We amortize the amount allocated to the above- and below-market leases over the remaining term of the associated lease, which generally range from 1 year to 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 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 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 ~~sheet,~~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.

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 also

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded.

WeFor the three months ended March 31, 2021, we recognized ~~$1.6 million and $4.5 million~~($1.9 million) of rental revenue for the amortization of aggregate above-market leases in excess of below-market leases resulting from the allocation of the purchase price of the applicable properties. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 ~~respectively, and~~, we recognized $1.2 ~~million and $3.6~~ million of rental revenue ~~for the three and nine months ended September 30, 2019, respectively,~~ for the amortization of aggregate below-market leases in excess of above-market leases.

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~

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, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Identified intangible assets (included in other assets):	Identified intangible assets (included in other assets):					Identified intangible assets (included in other assets):
Gross amount	Gross amount	$	224,221	$	255,198	Gross amount	$	239,562	$	215,673
Accumulated amortization	Accumulated amortization	(208,135)		(228,223)		Accumulated amortization	(204,386)		(190,523)
Net(1)	Net(1)	$	16,086	$	26,975	Net(1)	$	35,176	$	25,150
Identified intangible liabilities (included in deferred revenue):	Identified intangible liabilities (included in deferred revenue):					Identified intangible liabilities (included in deferred revenue):
Gross amount	Gross amount	$	273,240	$	282,048	Gross amount	$	242,334	$	241,409
Accumulated amortization	Accumulated amortization	(255,879)		(249,514)		Accumulated amortization	(233,766)		(230,479)
Net(1)	Net(1)	$	17,361	$	32,534	Net(1)	$	8,568	$	10,930

(1) As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, 0 net intangible assets and 0 net intangible liabilities were reclassified to assets held for sale or liabilities related to assets held for sale.

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital improvement and real estate tax escrows required under certain loan agreements.

Fair Value Measurements

See Note 16, "Fair Value Measurements."

Investment in Marketable Securities

At acquisition, we designate a security as held-to-maturity, available-for-sale, or trading. As of ~~September 30, 2020,~~March 31, 2021, we did not have any 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. 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. ~~Any unrealized~~Credit losses ~~that are determined to be other-than-temporary~~ are recognized in ~~earnings up to their credit component.~~accordance with ASC 326.

At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we held the following marketable securities (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020

Commercial mortgage-backed securities	Commercial mortgage-backed securities	$	27,734	$	29,887	Commercial mortgage-backed securities	$	23,784	$	28,570
Total marketable securities available-for-sale	Total marketable securities available-for-sale	$	27,734	$	29,887	Total marketable securities available-for-sale	$	23,784	$	28,570

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

The cost basis of the commercial mortgage-backed securities was $23.0 million and $27.5 million at ~~both September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020, respectively. These securities mature at various times through 2035. All securities were in an unrealized gain position at March 31, 2021 and December 31, 2020 except for 1 security, which had an unrealized loss of $0.7 million and a fair market value of $7.1 million at March 31, 2021, and an unrealized loss of $0.7 million and a fair value of $7.0 million at December 31, 2020. This marketable security had been in a continuous unrealized loss position for more than 12 months at March 31, 2021 and less than 12 months at December 31, 2020. 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.

We held 0 equity marketable securities as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, we received aggregate net proceeds of $5.0 million from the repayment of 1 marketable security. We did not dispose of ~~any~~further marketable ~~securities.~~securities during three months ended March 31, 2021. During the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, we did ~~not~~0t dispose of or receive repayment of any further marketable 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 each joint ~~venture's~~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, 2020.~~March 31, 2021.

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.

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

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

~~September 30, 2020~~

~~(unaudited)~~

Lease Classification

Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.

Revenue Recognition

Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the leased space is available for its intended use by the lessee.

To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we are ~~or the tenant is~~ the owner of tenant improvements for accounting ~~purposes.~~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.

When management concludes that we are the owner of tenant improvements for accounting purposes, we record amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, we record amounts reimbursed by tenants as a reduction of the capital asset. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, we record our contribution towards those improvements as a lease incentive, which is included in deferred costs, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the lease.

The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the consolidated balance sheets.

In addition to base rent, our tenants also generally will pay variable rent which represents their pro rata share of increases in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

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.

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

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

~~September 30, 2020~~

~~(unaudited)~~

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.

Tenant and other receivables at September 30, 2020 and December 31, 2019 is shown net of $9.5 million and $2.6 million, respectively, of reserves for recognized receivables. The Company may also have claims to contractual lease payments that were not recorded to income in instances where their collection was not probable.

We record a gain or loss on sale of real estate assets when we no longer ~~hold~~have a controlling financial interest in the entity ~~holding~~owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.

Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest is collectible. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.

Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to interest income over the terms of the related investments using the effective interest method. Fees received in connection with loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are also recognized over the term of the loan as an adjustment to yield.

We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid. Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any debt or preferred equity investment that is on non-accrual status when such debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed.

We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

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.~~collected in accordance with ASC 326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or acquisition of equity interests in the collateral.

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

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

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

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

~~September 30, 2020~~

~~(unaudited)~~

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

Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its expected amount to be collected.

Other financing receivables that are included in balance sheet line items other than the Debt and Preferred Equity Investments line are also measured at the net amount expected to ~~the~~ be collected.

Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. ~~Write offs of accrued~~Accrued interest receivables that are written off are recognized as an expense ~~for~~in loan loss and other investment reserves.

Income Taxes

SL Green is taxed as a REIT under Section 856(c) of the Code. As a REIT, SL Green generally is not subject to Federal income tax. To maintain its qualification as a REIT, SL Green must distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. If SL Green fails to qualify as a REIT in any taxable year, SL Green will be subject to Federal income tax on its taxable income at regular corporate rates. SL Green may also be subject to certain state, local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable income.

The Operating Partnership is a partnership and, as a result, all income and losses of the partnership are allocated to the partners for inclusion in their respective income tax returns. The only provision for income taxes included in the consolidated statements of operations relates to the Operating Partnership’s consolidated taxable REIT subsidiaries. The Operating Partnership may also be subject to certain state, local and franchise taxes.

We have elected, and may elect in the future, to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

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.

During the three months ended ~~September 30, 2020,~~March 31, 2021, we recorded 0a Federal, state and local tax ~~provisions. During the nine months ended September 30, 2020, we recorded Federal, state and local tax provisions~~provision of ~~$2.0~~$0.7 million. During the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, we recorded a Federal, state ~~benefit of $1.0 million~~ and alocal provision of ~~$0.5 million, respectively.~~$1.1 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.

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

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

~~September 30, 2020~~

~~(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 quality of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant's lease obligation, they are a measure of good faith and a potential source of funds to offset the economic costs associated with lost revenue from that tenant and the costs associated with re-tenanting a space. The properties in our real estate portfolio are located in the New York metropolitan area. The tenants located in our buildings operate in various industries. Other than 1 tenant, ~~ViacomCBS~~Viacom CBS Inc., which accounts for ~~5.5%~~5.9% of our share of annualized cash rent, 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, at ~~September 30, 2020.~~March 31, 2021.

For the three months ended ~~September 30, 2020,~~March 31, 2021, the following properties contributed more than 5.0% of our annualized cash rent from office properties, including our share of annualized cash rent from joint venture office properties:


Property			Three months ended ~~September 30, 2020~~March 31, 2021
11 Madison Avenue			9.2%
420 Lexington Avenue (Graybar)			7.2%
1185 Avenue of the Americas			~~8.4%~~
~~11 Madison Avenue~~			~~8.1%~~
~~420 Lexington Avenue~~			~~7.4%~~7.1%
1515 Broadway			~~6.3%~~6.9%
220 East 42nd Street			~~5.9%~~6.2%
280 Park Avenue			~~5.4%~~5.8%
485 Lexington Avenue			~~5.0%~~5.1%

Reclassification

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

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

Accounting Standards Updates

In August 2020, the FASB issued Accounting Standard Update, or ~~"ASU",~~"ASU," No. 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2020-06 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A 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. The Lease Modification Q&A has no material impact on the Company’s consolidated financial statements as of and for the nine months ended September 30, 2020, however, its future impact to the Company is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering into such concessions.

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting.~~Reporting and then in January 2021, the FASB issued ASU No. 2021-01. The amendments provide practical expedients for reference rate reform related

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

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

~~September 30, 2020~~

~~(unaudited)~~

activities that impact debt, leases, derivatives and other contracts. The guidance 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 first quarter of 2020, the Company ~~has~~ elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendment most relevant to the Company is how to apply the fair value measurement alternative in Topic 321 when an investor must apply the fair value to an investment under the equity method in Topic 323. The amendment clarifies that an entity should consider observable transactions when considering the fair value of an investment. The guidance is effective for the Company for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company adopted this guidance on January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other- Internal-Use Software (Topic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The amendments provide guidance on accounting for fees paid when the arrangement includes a software license and align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs to develop or obtain internal-use software. The Company adopted this guidance on January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This amendment removed, modified and added the disclosure requirements under Topic 820. The changes are effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted for the removed or modified disclosures with adoption of the additional disclosures upon the effective date. The Company adopted this guidance on January 1, 2020 and it did not have a material 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; in November 2018 issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, in April, May and November 2019, issued ASU No. 2019-04, 2019-05 and 2019-11, which provide codification improvements and targeted transition relief; and in 2020 issued ASU 2020-02 Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842), which updates SEC guidance in those Topics. 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 Company’s DPE portfolio and financing lease assets are subject to this guidance. ASU No. 2018-19 excludes operating lease receivables from the scope of this guidance. The Company adopted this guidance on January 1, 2020 and recorded a $39.2 million cumulative adjustment to retained earnings upon adoption.

3. Property Acquisitions

The following table summarizes the properties acquired during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:

Property Acquisition Date Property Type Approximate Square Feet Gross Asset Valuation
(in millions)
762 Madison Avenue (1)
January 2020 Fee Interest 6,109 $ 29.3
707 Eleventh Avenue January 2020 Fee Interest 159,720 90.0
126 Nassau Street (2)
January 2020 Leasehold Interest 98,412 0

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

(1)~~The Company acquired from our joint venture partner the remaining 10% interest in this property that the Company did not already own.~~

~~(2)~~In January ~~2020,~~2021, pursuant to the ~~Company entered into a 99-year ground lease~~partnership documents of ~~126 Nassau Street. In August 2020, we entered into a partnership with Meritz Alternative Investment as part~~our 885 Third Avenue investment, certain participating rights of the ~~capitalization~~common member expired. As a result, it was determined that this investment is a VIE of ~~this development project.~~which we are the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value. Prior to January 2021, the investment was accounted for under the equity method. See ~~note~~Note 6, "Investments in Unconsolidated Joint ~~Ventures.~~Ventures" and Note 16, "Fair Value Measurements."

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

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

~~September 30, 2020~~

~~(unaudited)~~

4. Properties Held for Sale and Property Dispositions

Properties Held for Sale

As of ~~September 30, 2020,~~March 31, 2021, no properties were classified as held for sale.

Property Dispositions

The following table summarizes the properties ~~sold~~disposed of during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:

Property Disposition Date Property Type Approximate Square Feet
Sales Price(1)
(in millions)
Gain (loss)(2)
(in millions)
315 West 33rd Street - "The Olivia" March 2020 Fee Interest 492,987 $ 446.5 $ 72.3
609 Fifth Avenue Retail Condominium May 2020 Fee Interest 21,437 168.0 65.4
400 East 58th Street September 2020 Fee Interest 140,000 62.0 8.3


Property	Disposition Date	Property Type	Approximate Square Feet	Gross Asset Valuation (in millions)		(Loss) Gain (in millions)
712 Madison Avenue (1)	January 2021	Fee Interest	6,600	$	43.0	$	(1.4)
133 Greene Street (2)	February 2021	Fee Interest	6,425	15.8		0.2
106 Spring Street (2)	March 2021	Fee Interest	5,928	35.0		(2.8)

(1)~~Sales price represents~~Disposition resulted from the ~~gross sales price for~~buyer exercising its purchase option under a ~~property or the gross asset valuation for interests in a property.~~ground lease arrangement.

(2)~~The gains~~In the first quarter of 2021, the property was foreclosed on ~~sale for 315 West 33rd Street - "The Olivia" and 609 Fifth Avenue Retail Condominium are net of $6.0 million and $2.0 million, respectively, of employee compensation accrued~~by the lender in ~~connection~~conjunction with the ~~realization~~related debt extinguishment.

Table of ~~these investment gains. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.~~Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

5. Debt and Preferred Equity Investments

Below is a summary of the activity in our debt and preferred equity investments for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and the twelve months ended December 31, ~~2019~~2020 (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Balance at beginning of year (1)	Balance at beginning of year (1)	$	1,580,306	$	2,099,393	Balance at beginning of year (1)	$	1,076,542	$	1,580,306
Debt investment originations/accretion (2)		383,365		652,866
Debt investment originations/fundings/accretion (2)						Debt investment originations/fundings/accretion (2)	17,465		389,300
Preferred equity investment originations/accretion (2)	Preferred equity investment originations/accretion (2)	163,821		14,736		Preferred equity investment originations/accretion (2)	3,195		167,042
Redemptions/sales/syndications/equity ownership/amortization (3)	Redemptions/sales/syndications/equity ownership/amortization (3)	(956,869)		(1,190,689)		Redemptions/sales/syndications/equity ownership/amortization (3)	0		(1,048,643)
Net change in loan loss reserves	Net change in loan loss reserves	(17,260)		4,000		Net change in loan loss reserves	0		(11,463)
Balance at end of period (1)	Balance at end of period (1)	$	1,153,363	$	1,580,306	Balance at end of period (1)	$	1,097,202	$	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~~Other assets and ~~other~~Other liabilities on the consolidated balance sheets.

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

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

~~September 30, 2020~~

~~(unaudited)~~

Below is a summary of our debt and preferred equity investments as of ~~September 30, 2020~~March 31, 2021 (dollars in thousands):


		Floating Rate					Fixed Rate					Total Carrying Value		Senior Financing		Maturity (1)		Floating Rate					Fixed Rate					Total Carrying Value		Senior Financing		Weighted Average Yield at End of Period	Maturity (1)
Type	Type	Carrying Value		Face Value		Interest Rate	Carrying Value		Face Value		Interest Rate						Type	Carrying Value		Face Value		Interest Rate	Carrying Value		Face Value		Interest Rate
Senior Mortgage Debt	Senior Mortgage Debt	$	62,683	$63,425		L + 2.00% - 3.50%	$	1,249	$1,250		3.00%	$	63,932	$	0	2020 - 2022	Senior Mortgage Debt	$	64,042	$	64,649	L + 2.00% - 3.50%	$	1,249	$	1,250	3.50%	$	65,291	$	0	4.74%	2021 - 2022
Junior Mortgage Debt	Junior Mortgage Debt	85,295		96,697		L + 6.00% - 7.25%	32,805		33,000		6.00%	$	118,100	542,241		2020 - 2023	Junior Mortgage Debt	7,207		12,000		L + 7.25%	42,819		43,000		6.25%	50,026		127,000		7.82%	2021
Mezzanine Debt	Mezzanine Debt	278,726		283,336		L + 4.95% - 14.62%	436,040		447,265		2.90% - 9.30%	$	714,766	4,447,803		2020 - 2029	Mezzanine Debt	281,401		285,179		L + 4.95% - 13.61%	437,503		449,102		2.90% - 14.30%	718,904		4,476,210		5.86%	2021 - 2029
Preferred Equity	Preferred Equity	0		0		—	256,565		259,431		6.50% - 11.00%	$	256,565	1,962,750		2022 - 2027	Preferred Equity	0		0		—	262,981		265,052		6.50% - 11.00%	262,981		1,962,750		9.94%	2022 - 2027
Balance at end of period	Balance at end of period	$	426,704	$	443,458	—	$	726,659	$	740,946	—	$	1,153,363				Balance at end of period	$	352,650	$	361,828		$	744,552	$	758,404		$	1,097,202	$	6,565,960

(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~~three months ended ~~September 30, 2020~~March 31, 2021 and the twelve months ended December 31, ~~2019~~2020 (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Balance at beginning of year	Balance at beginning of year	$	1,750	$	5,750	Balance at beginning of year	$	13,213	$	1,750
Cumulative adjustment upon adoption of ASC 326	Cumulative adjustment upon adoption of ASC 326	27,804		0		Cumulative adjustment upon adoption of ASC 326	0		27,803
Current period provision for loan loss	Current period provision for loan loss	20,741		0		Current period provision for loan loss	0		20,693
Write-offs charged against the allowance(1)	Write-offs charged against the allowance(1)	(31,285)		(4,000)		Write-offs charged against the allowance(1)	0		(37,033)
Balance at end of period(2)	Balance at end of period(2)	$	19,010	$	1,750	Balance at end of period(2)	$	13,213	$	13,213

(1)Includes $19.0 million of charges recorded against investments that were sold during the year ended December 31, 2020. 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 March 31, 2021, we had recorded an allowance for loan loss on all financing receivables on non-accrual except for 1 debt investment with a carrying value of $225.4 million.

At ~~September 30,~~March 31, 2021 and December 31, 2020, all debt and preferred equity investments were performing in accordance with their respective terms, with the exception of ~~two investments~~1 investment with a carrying value, net of reserves, of ~~$25.3~~$6.8 million, as discussed in ~~subnotes 6 and 7 of~~ the Debt Investments table further below. ~~At December 31, 2019, all debt and preferred equity investments were performing in accordance with their respective terms.~~

NaN other financing receivables were 90 days past due at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 with the exception of a $27.7 million financing receivable which was put on nonaccrual in August 2018 as a result of interest default.

Table of ~~September 30, 2020, management estimated~~Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

The following table sets forth the ~~weighted average risk rating for~~carrying value of our debt and preferred equity ~~investments to be 1.4.~~investment portfolio by risk rating as of March 31, 2021 and December 31, 2020 (dollars in thousands):


Risk Rating	March 31, 2021		December 31, 2020
1 - Low Risk Assets - Low probability of loss	$	712,994	$	695,035
2 - Watch List Assets - Higher potential for loss	367,859		365,167
3 - High Risk Assets - Loss more likely than not	16,349		16,340
	$	1,097,202	$	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 March 31, 2021 (dollars in thousands):


	As of March 31, 2021
Risk Rating	2021(1)		2020(1)		2019(1)		Prior(1)		Total
1 - Low Risk Assets - Low probability of loss	$	0	$	361,444	$	56,639	$	294,911	$	712,994
2 - Watch List Assets - Higher potential for loss	0		0		241,285		126,574		367,859
3 - High Risk Assets - Loss more likely than not	0		0		0		16,349		16,349
	$	0	$	361,444	$	297,924	$	437,834	$	1,097,202

(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 at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019 comprising~~2020 comprised of commercial real estate which is primarily recorded in debt and preferred equity investments.

Included in ~~other~~Other assets is an additional amount of financing receivables representing loans to joint venture partners totaling ~~$110.9~~$66.4 million and ~~$131.1~~$66.2 million at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively, for which the~~2020, respectively. The Company recorded ~~adjustments upon adoption of ASC 326 of $11.4 million and~~ provisions for loan losses related to these financing receivables of $0.0 million and ~~$6.3~~$2.8 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 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 one financing receivable, which was put on nonaccrual in August 2018, that has a risk rating of 3 and a carrying value at March 31, 2021 of $2.5 million.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

Debt Investments

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we held the following debt investments with an aggregate weighted average current yield of ~~6.26%~~5.90% at ~~September 30, 2020~~March 31, 2021 (dollars in thousands):

Loan Type September 30, 2020
Future Funding
Obligations September 30, 2020 Senior
Financing
September 30,
2020
Carrying Value (1)
December 31, 2019
Carrying Value (1)
Maturity
Date (2)
Fixed Rate Investments:
Mortgage/Mezzanine Loan $ 0 $ 63,750 $ 56,242 $ 55,573
October 2020 (3)
Junior Mortgage(4b)
10,000 67,000 32,805 0 January 2021

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~


Loan Type	Loan Type	September 30, 2020 Future Funding Obligations		September 30, 2020 Senior Financing		September 30, 2020 Carrying Value (1)		December 31, 2019 Carrying Value (1)		Maturity Date (2)	Loan Type	March 31, 2021 Future Funding Obligations		March 31, 2021 Senior Financing		March 31, 2021 Carrying Value (1)		December 31, 2020 Carrying Value (1)		Maturity Date (2)
Fixed Rate Investments:											Fixed Rate Investments:
Junior Mortgage (3a)											Junior Mortgage (3a)	$	0	$	67,000	$	42,820	$	32,888	July 2021
Mezzanine Loan	Mezzanine Loan	0		15,000		3,500		3,500		September 2021	Mezzanine Loan	0		15,000		3,500		3,500		September 2021
Mortgage/Mezzanine Loan											Mortgage/Mezzanine Loan	0		63,750		56,246		56,244		October 2021
Mezzanine Loan	Mezzanine Loan	0		280,000		40,458		38,734		August 2022	Mezzanine Loan	0		280,000		41,652		41,057		August 2022
Mezzanine Loan(5)		0		348,327		225,204		215,737		June 2023
Mezzanine Loan(4a)(6)		0		115,000		13,265		12,950		June 2024
Mezzanine Loan		0		95,000		30,000		30,000		January 2025
Mezzanine Loan		0		1,712,750		55,250		55,250		June 2027
Mezzanine Loan		0		85,000		20,000		20,000		December 2029
Mezzanine Loan (4)											Mezzanine Loan (4)	0		359,237		225,367		225,204		June 2023
Mezzanine Loan (3b)(5)											Mezzanine Loan (3b)(5)	0		105,000		13,366		13,366		June 2024
Mezzanine Loan	Mezzanine Loan	0		0		0		24,952			Mezzanine Loan	0		95,000		30,000		30,000		January 2025
Mezzanine Loan	Mezzanine Loan	0		0		0		30,000			Mezzanine Loan	0		1,712,750		55,250		55,250		June 2027
Mezzanine Loan	Mezzanine Loan	0		0		0		12,714			Mezzanine Loan	0		85,000		20,000		20,000		December 2029
Total fixed rate	Total fixed rate	$	10,000	$	2,781,827	$	476,724	$	499,410		Total fixed rate	$	0	$	2,782,737	$	488,201	$	477,509
Floating Rate Investments:	Floating Rate Investments:										Floating Rate Investments:
Junior Mortgage(7)		$	0	$	40,000	$	20,000	$	20,000	April 2020
Mezzanine Loan		0		275,000		49,919		49,809		April 2021
Mezzanine Loan (6)											Mezzanine Loan (6)	$	0	$	275,000	$	49,992	$	49,956	April 2021
Junior Mortgage Participation/Mezzanine Loan	Junior Mortgage Participation/Mezzanine Loan	0		60,000		15,724		15,698		July 2021	Junior Mortgage Participation/Mezzanine Loan	0		60,000		15,742		15,733		July 2021
Mezzanine Loan	Mezzanine Loan	7,933		169,540		46,613		41,395		July 2021	Mezzanine Loan	5,761		177,415		36,639		35,318		July 2021
Mezzanine Loan	Mezzanine Loan	5,329		54,204		23,753		15,743		July 2021	Mezzanine Loan	0		61,744		29,130		29,106		July 2021
Mezzanine Loan(4c)		0		1,115,000		126,486		222,775		March 2022
Mortgage/Mezzanine Loan		7,425		0		60,116		0		May 2022
Mortgage/Mezzanine Loan		44,000		0		13,987		13,918		December 2022
Mortgage Loan(8)		35,303		375,241		63,899		0		February 2023
Mezzanine Loan (3c)											Mezzanine Loan (3c)	0		1,115,000		129,330		127,915		March 2022
Mortgage and Mezzanine Loan											Mortgage and Mezzanine Loan	6,769		0		60,922		60,532		May 2022
Mortgage and Mezzanine Loan											Mortgage and Mezzanine Loan	42,117		0		15,918		14,011		December 2022
Mezzanine Loan	Mezzanine Loan	55,033		59,232		18,587		69,839		May 2023	Mezzanine Loan	52,288		71,314		21,560		19,889		May 2023
Mortgage/Mezzanine Loan		0		0		0		35,386
Mortgage Loan		0		0		0		19,971
Mortgage Loan		0		0		0		106,473
Mezzanine Loan		0		0		0		51,387
Mortgage/Mezzanine Loan		0		0		0		96,570
Mortgage/Mezzanine Loan		0		0		0		82,696
Total floating rate	Total floating rate	$	155,023	$	2,148,217	$	439,084	$	841,660		Total floating rate	$	106,935	$	1,760,473	$	359,233	$	352,460
Allowance for loan loss	Allowance for loan loss	$	—	$	—	$	(19,010)	$	0		Allowance for loan loss	$	—	$	—	$	(13,213)	$	(13,213)
Total	Total	$	165,023	$	4,930,044	$	896,798	$	1,341,070		Total	$	106,935	$	4,543,210	$	834,221	$	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 October 2020, this loan was extended one year to October 2021.~~

~~(4)~~Carrying value is net of the following amounts that were sold or syndicated, which are included in ~~other~~Other assets and ~~other~~Other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) ~~$12.0~~$66.6 million (b) ~~$66.6~~$12.0 million, and (c) $0.4 million.

(4)This loan was put on non-accrual in July 2020 and remains on non-accrual at March 31, 2021. NaN investment income has been recognized subsequent to it being put on non-accrual.

(5)This loan iswent into default and was put on non-accrual in June 2020 and remains on non-accrual at ~~September 30, 2020.~~

~~(6)This loan is in default and~~March 31, 2021. NaN investment income has been recognized subsequent to it being put on ~~non-accrual as of the date of this filing.~~non-accrual. The Company is in discussions with the borrower.

~~(7)~~(6)AsIn April 2021, the maturity date of ~~September 30, 2020~~ this loan was ~~in default and on non-accrual. In October 2020, the Company accepted a purchase in lieu of repayment and marked the assets received and liabilities assumed~~extended one year to ~~fair value.~~

~~(8)This loan was sold on October 1, 2020.~~April 2022.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

Preferred Equity Investments

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we held the following preferred equity investments with an aggregate weighted average current yield of ~~9.98%~~9.94% at ~~September 30, 2020~~March 31, 2021 (dollars in thousands):


Type	Type	September 30, 2020 Future Funding Obligations		September 30, 2020 Senior Financing		September 30, 2020 Carrying Value (1)		December 31, 2019 Carrying Value (1)		Mandatory Redemption (2)	Type	March 31, 2021 Future Funding Obligations		March 31, 2021 Senior Financing		March 31, 2021 Carrying Value (1)		December 31, 2020 Carrying Value (1)		Mandatory Redemption (2)
Preferred Equity	Preferred Equity	$	0	$	1,712,750	$	153,196	$	98,065	June 2022	Preferred Equity	$	0	$	1,712,750	$	156,169	$	154,691	June 2022
Preferred Equity	Preferred Equity	0		250,000		103,369		0		February 2027	Preferred Equity	0		250,000		106,812		105,095		February 2027
Preferred Equity(3)		0		0		0		142,921
Total Preferred Equity	Total Preferred Equity	$	0	$	1,962,750	$	256,565	$	240,986		Total Preferred Equity	$	0	$	1,962,750	$	262,981	$	259,786
Allowance for loan loss	Allowance for loan loss	$	—	$	—	$	0	$	(1,750)		Allowance for loan loss	$	—	$	—	$	0	$	0
Total	Total	$	0	$	1,962,750	$	256,565	$	239,236		Total	$	0	$	1,962,750	$	262,981	$	259,786

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

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

~~(3)~~In June 2020, we, along with the common member in the investment, amended the partnership documents related to the investment to provide us with more rights over management of the underlying property. This resulted in the investment being accounted for using the equity method. See Note 6, "Investments in Unconsolidated Joint Ventures."

6. Investments in Unconsolidated Joint Ventures

We have investments in several real estate joint ventures with various partners. As of ~~September 30, 2020,~~March 31, 2021, the book value of these investments was ~~$2.9~~$3.7 billion, net of investments with negative book values totaling ~~$85.8~~$92.4 million for which we have an implicit commitment to fund future capital needs.

As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, 800 Third Avenue, 21 East 66th Street, 605 West 42nd ~~Street, 333 East 22nd~~ Street, 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 ~~$136.3~~$132.7 million and ~~$145.9~~$134.0 million as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~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".~~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, 2020:~~March 31, 2021:


Property	Property	Partner	Ownership Interest(1)	Economic Interest(1)	Unaudited Approximate Square Feet	Property	Partner	Ownership Interest (1)	Economic Interest (1)	Unaudited Approximate Square Feet
100 Park Avenue	100 Park Avenue	Prudential Real Estate Investors	49.90%		834,000	100 Park Avenue	Prudential Real Estate Investors	49.90%		834,000
717 Fifth Avenue	717 Fifth Avenue	Wharton Properties/Private Investor	10.92%		119,500	717 Fifth Avenue	Wharton Properties/Private Investor	10.92%		119,500
800 Third Avenue	800 Third Avenue	Private Investors	60.52%		526,000	800 Third Avenue	Private Investors	60.52%		526,000
919 Third Avenue	919 Third Avenue	New York State Teacher's Retirement System	51.00%		1,454,000	919 Third Avenue	New York State Teacher's Retirement System	51.00%		1,454,000
11 West 34th Street	11 West 34th Street	Private Investor/Wharton Properties	30.00%		17,150	11 West 34th Street	Private Investor/Wharton Properties	30.00%		17,150
280 Park Avenue	280 Park Avenue	Vornado Realty Trust	50.00%		1,219,158	280 Park Avenue	Vornado Realty Trust	50.00%		1,219,158
1552-1560 Broadway(2)	1552-1560 Broadway(2)	Wharton Properties	50.00%		57,718	1552-1560 Broadway (2)	Wharton Properties	50.00%		57,718
10 East 53rd Street	10 East 53rd Street	Canadian Pension Plan Investment Board	55.00%		354,300	10 East 53rd Street	Canadian Pension Plan Investment Board	55.00%		354,300
21 East 66th Street(3)	21 East 66th Street(3)	Private Investors	32.28%		13,069	21 East 66th Street (3)	Private Investors	32.28%		13,069
650 Fifth Avenue(4)	650 Fifth Avenue(4)	Wharton Properties	50.00%		69,214	650 Fifth Avenue (4)	Wharton Properties	50.00%		69,214
121 Greene Street	121 Greene Street	Wharton Properties	50.00%		7,131	121 Greene Street	Wharton Properties	50.00%		7,131
55 West 46th Street		Prudential Real Estate Investors	25.00%		347,000
Stonehenge Portfolio	Stonehenge Portfolio	Various	Various		1,439,016	Stonehenge Portfolio	Various	Various		1,439,016
605 West 42nd Street		The Moinian Group	20.00%		927,358
605 West 42nd Street (5)						605 West 42nd Street (5)	The Moinian Group	20.00%		927,358
11 Madison Avenue	11 Madison Avenue	PGIM Real Estate	60.00%		2,314,000	11 Madison Avenue	PGIM Real Estate	60.00%		2,314,000
333 East 22nd Street		Private Investors	33.33%		26,926
400 East 57th Street(5)		BlackRock, Inc and Stonehenge Partners	51.00%	41.00%	290,482
400 East 57th Street (6)						400 East 57th Street (6)	BlackRock, Inc and Stonehenge Partners	51.00%	41.00%	290,482
One Vanderbilt						One Vanderbilt	National Pension Service of Korea/Hines Interest LP	71.01%		1,657,198
Worldwide Plaza						Worldwide Plaza	RXR Realty / New York REIT / Private Investor	24.35%		2,048,725
1515 Broadway						1515 Broadway	Allianz Real Estate of America	56.87%		1,750,000
2 Herald Square						2 Herald Square	Israeli Institutional Investor	51.00%		369,000

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

Property Partner
Ownership
Interest(1)
Economic
Interest(1)
Unaudited Approximate Square Feet
One Vanderbilt National Pension Service of Korea/Hines Interest LP 71.01% 71.01% 0
Worldwide Plaza RXR Realty / New York REIT / Private Investor 24.35% 24.35% 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
885 Third Avenue(6)
Private Investor (6) 100.00% 625,300
126 Nassau Street(7)
Meritz Alternative Investment Management 20.00% 20.00% 98,412


Property	Partner	Ownership Interest (1)	Economic Interest (1)	Unaudited Approximate Square Feet
115 Spring Street	Private Investor	51.00%	51.00%	5,218
15 Beekman (7)	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 (8)	National Pension Service of Korea/Hines Interest LP	50.50%	50.50%	1,048,700

(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of ~~September 30, 2020.~~March 31, 2021. Changes in ownership or economic interests within the current year are disclosed in the notes below.

(2)~~The acquisition 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.

(3)We hold a 32.28% interest in 3 retail units and 1 residential unit at the property and a 16.14% interest in 3 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 April 2021, we entered into contract to sell our interest in the property. This transaction is expected to close in the second quarter of 2021 subject to customary closing conditions.

(6)In October 2016, we sold a 49% interest in this property. Our 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. Our joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on our balance sheet.

~~(6)We hold 100% of the preferred equity~~ In April 2021, we entered into contract to sell our interest in the ~~property~~property. In connection with this contract, we recorded a charge of $5.7 million, which is included in depreciable real estate reserves and ~~believe there~~impairment in the consolidated statements of operations. This transaction is ~~no value~~expected to close in the ~~common equity.~~third quarter of 2021 subject to customary closing conditions.

(7)In ~~August~~ 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company. As a result of this transaction, we recognized a gain of $17.7 million, which is included in Gain on sale of real estate, net, in our consolidated statements of operations. This gain was calculated in accordance with ASC 842, as

(8)In 2020, the Company ~~identified~~admitted partners to the ~~lease and non-lease components included~~One Madison Avenue development project, which resulted in the ~~sublease agreement and allocated the consideration~~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 three months ended March 31, 2021. The fair value of our investment was determined by the terms of the joint venture agreement governing the capitalization of the project. The partners have committed aggregate equity to ~~each lease~~the project totaling no less than $492.2 million and ~~non-lease component~~their ownership interest in the joint venture is based on ~~each components’ standalone selling price, which was estimated utilizing a combination~~their capital contributions, up to an aggregate maximum of 49.5%. At March 31, 2021, the total of the ~~adjusted market assessment and residual approaches as provided for in ASC 606.~~2 partners' ownership interests based on equity contributed was 9.0%.

Disposition of Joint Venture Interests or Properties

~~We did not dispose of any~~The following table summarizes the investments in unconsolidated joint ventures disposed of during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:

Property

Ownership Interest Disposed

Disposition Date

Gross Asset Valuation (in thousands)

Gain (Loss) on Sale (in thousands) (1)

885 Third Avenue (2)

N/A

January 2021

N/A

55 West 46th Street - Tower 46

25.0%

March 2021

275.0

(15.2)

(1)Represents the Company's share of the gain or loss.

(2)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 we are the primary beneficiary of the VIE and the investment was consolidated in our financial statements. See Note 3, "Property Acquisitions."

Joint Venture Mortgages and Other Loans Payable

We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, are as follows (dollars in thousands):

Property
Economic
Interest (1)
Initial Maturity
Date
Final Maturity Date (2)
Interest
Rate (3)
September 30, 2020 December 31, 2019
Fixed Rate Debt:
885 Third Avenue (4)
100.00 % April 2021 April 2021 3.35 % $ 272,000 $ 0
717 Fifth Avenue (mortgage) 10.92 % July 2022 July 2022 4.45 % 300,000 300,000
717 Fifth Avenue (mezzanine) 10.92 % July 2022 July 2022 5.50 % 355,328 355,328
650 Fifth Avenue (mortgage) 50.00 % October 2022 October 2022 4.46 % 210,000 210,000
650 Fifth Avenue (mezzanine) 50.00 % October 2022 October 2022 5.45 % 65,000 65,000
21 East 66th Street 32.28 % April 2023 April 2028 3.60 % 12,000 12,000
919 Third Avenue 51.00 % June 2023 June 2023 5.12 % 500,000 500,000
1515 Broadway 56.87 % March 2025 March 2025 3.93 % 825,204 838,546
11 Madison Avenue 60.00 % September 2025 September 2025 3.84 % 1,400,000 1,400,000
800 Third Avenue 60.52 % February 2026 February 2026 3.37 % 177,000 177,000
400 East 57th Street 41.00 % November 2026 November 2026 3.00 % 97,024 97,735
Worldwide Plaza 24.35 % November 2027 November 2027 3.98 % 1,200,000 1,200,000
Stonehenge Portfolio (5)
Various Various Various 3.50 % 195,899 196,112


Property	Economic Interest (1)		Initial Maturity Date	Final Maturity Date (2)	Interest Rate (3)			March 31, 2021		December 31, 2020
Fixed Rate Debt:
717 Fifth Avenue (mortgage)	10.92	%	July 2022	July 2022		4.45	%	$	300,000	$	300,000
717 Fifth Avenue (mezzanine)	10.92	%	July 2022	July 2022		5.50	%	355,328		355,328
650 Fifth Avenue (mortgage)	50.00	%	October 2022	October 2022		4.46	%	210,000		210,000
650 Fifth Avenue (mezzanine)	50.00	%	October 2022	October 2022		5.45	%	65,000		65,000
21 East 66th Street	32.28	%	April 2023	April 2028		3.60	%	12,000		12,000

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)


Property	Property	Economic Interest (1)		Initial Maturity Date	Final Maturity Date (2)	Interest Rate (3)			September 30, 2020		December 31, 2019		Property	Economic Interest (1)		Initial Maturity Date	Final Maturity Date (2)	Interest Rate (3)			March 31, 2021		December 31, 2020
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	%	815,876		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
400 East 57th Street (4)													400 East 57th Street (4)	41.00	%	November 2026			3.00	%	97,024		97,024
Worldwide Plaza													Worldwide Plaza	24.35	%	November 2027			3.98	%	1,200,000		1,200,000
Stonehenge Portfolio (5)													Stonehenge Portfolio (5)	Various		Various			3.50	%	195,899		195,899
885 Third Avenue (6)													885 Third Avenue (6)						0		0		272,000
Total fixed rate debt	Total fixed rate debt								$	5,609,455	$	5,351,721	Total fixed rate debt								$	5,328,127	$	5,604,858
Floating Rate Debt:	Floating Rate Debt:												Floating Rate Debt:
121 Greene Street		50.00	%	November 2020	November 2021	L+	1.50	%	$	15,000	$	15,000
11 West 34th Street		30.00	%	January 2021	January 2023	L+	1.45	%	23,000		23,000
100 Park Avenue		49.90	%	February 2021		L+	1.75	%	354,087		356,972
280 Park Avenue	280 Park Avenue	50.00	%	September 2021	September 2024	L+	1.73	%	1,200,000		1,200,000		280 Park Avenue	50.00	%	September 2021	September 2024	L+	1.73	%	$	1,200,000	$	1,200,000
One Vanderbilt (6)		71.01	%	September 2021	September 2023	L+	2.50	%	1,094,873		732,928
One Vanderbilt (7)													One Vanderbilt (7)	71.01	%	September 2021	September 2023	L+	2.50	%	1,283,292		1,210,329
1552 Broadway	1552 Broadway	50.00	%	October 2021	October 2022	L+	2.65	%	195,000		195,000		1552 Broadway	50.00	%	October 2021	October 2022	L+	2.65	%	195,000		195,000
2 Herald Square	2 Herald Square	51.00	%	November 2021	November 2023	L+	1.45	%	214,500		190,000		2 Herald Square	51.00	%	November 2021	November 2023	L+	1.45	%	214,500		214,500
55 West 46th Street (7)		25.00	%	August 2022	August 2024	L+	1.25	%	192,524		192,524
11 West 34th Street													11 West 34th Street	30.00	%	January 2022	January 2023	L+	1.45	%	23,000		23,000
121 Greene Street (8)													121 Greene Street (8)	50.00	%	November 2022		L+	2.00	%	13,771		15,000
115 Spring Street	115 Spring Street	51.00	%	September 2023		L+	3.40	%	65,550		65,550		115 Spring Street	51.00	%	September 2023		L+	3.40	%	65,550		65,550
126 Nassau Street (8)		20.00	%	January 2024	July 2025	L+	1.50	%	5,593		0
100 Park Avenue													100 Park Avenue	49.90	%	December 2023	December 2025	L+	2.25	%	360,000		360,000
15 Beekman (9)													15 Beekman (9)	20.00	%	January 2024	July 2025	L+	1.50	%	19,165		11,212
10 East 53rd Street	10 East 53rd Street	55.00	%	February 2025		L+	1.35	%	220,000		170,000		10 East 53rd Street	55.00	%	February 2025		L+	1.35	%	220,000		220,000
605 West 42nd Street		20.00	%	August 2027		L+	1.44	%	550,000		550,000
One Madison Avenue (10)													One Madison Avenue (10)	50.50	%	November 2025	November 2026	L+	3.35	%	40,104		0
605 West 42nd Street (11)													605 West 42nd Street (11)	20.00	%	August 2027		L+	1.44	%	550,000		550,000
21 East 66th Street	21 East 66th Street	32.28	%	June 2033		1 Year Treasury+	2.75	%	688		712		21 East 66th Street	32.28	%	June 2033		T+	2.75	%	666		677
55 West 46th Street													55 West 46th Street						0		0		192,524
Total floating rate debt	Total floating rate debt								$	4,130,815	$	3,691,686	Total floating rate debt								$	4,185,048	$	4,257,792
Total joint venture mortgages and other loans payable	Total joint venture mortgages and other loans payable								$	9,740,270	$	9,043,407	Total joint venture mortgages and other loans payable								$	9,513,175	$	9,862,650
Deferred financing costs, net	Deferred financing costs, net								(87,763)		(91,538)		Deferred financing costs, net								(98,252)		(113,446)
Total joint venture mortgages and other loans payable, net	Total joint venture mortgages and other loans payable, net								$	9,652,507	$	8,951,869	Total joint venture mortgages and other loans payable, net								$	9,414,923	$	9,749,204

(1)Economic interest represents the Company's interests in the joint venture as of ~~September 30, 2020.~~March 31, 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.

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

(3)Interest rates as of ~~September 30, 2020,~~March 31, 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.~~("L") or 1-year Treasury ("T").

(4)~~The Company holds 100% of the preferred equity~~In April 2021, we entered into a contract to sell our interest in the ~~property and believes that there~~property. This transaction is ~~no value~~expected to close in the common equity. In August 2020, the servicer asserted certain loan defaults. The venture has determined that the servicer is misinterpreting the loan documents and is contesting the assertion. The servicer has taken no additional action on the loan.third quarter of 2021 subject to customary closing conditions.

(5)Comprised of ~~three~~3 mortgages totaling $132.4 million that mature in April 2028 and ~~two~~2 mortgages totaling $63.5 million that mature in July 2029.

(6)This loan was repaid in the first quarter of 2021, and as of March 31, 2021, the property is consolidated in our financial statements. See Note 3, "Property Acquisitions."

(7)This loan is a $1.75 billion construction facility with reductions in interest cost based on meeting certain conditions, the first of which has been satisfied, and has an initial ~~five-year~~ term of three years with 2 ~~one-year~~one year extension options. Advances under the loan are subject to costs incurred.

~~(7)This~~ In conjunction with the loan, ~~has a committed amount of $198.0 million,~~we provided partial guarantees for interest and principal payments, the amounts of which ~~$5.5 million was unfunded as of September 30, 2020.~~are based on certain construction milestones and operating metrics.

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

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

(10)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 interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics.

(11)In April 2021, we entered into contract to sell our interest in the property. This transaction is expected to close in the second quarter of 2021 subject to customary closing conditions.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned ~~$2.2 million and $6.1~~$2.4 million from these services, net of our ownership share of the joint ventures, for the three ~~and nine~~ months ended ~~September 30, 2020, respectively.~~March 31, 2021. We earned ~~$2.4 million and $8.8~~$2.2 million from these services, net of our ownership share of the joint ventures, for the three ~~and nine~~ months ended ~~September 30, 2019, respectively.~~March 31, 2020. 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, 2020~~March 31, 2021 and December 31, ~~2019~~2020 are as follows (in thousands):

September 30, 2020 December 31, 2019
Assets (1)
Commercial real estate property, net $ 15,045,603 $ 14,349,628
Cash and restricted cash 326,488 336,189
Tenant and other receivables, related party receivables, and deferred rents receivable 404,138 371,065
Other assets 1,940,540 2,039,429

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~


							March 31, 2021		December 31, 2020
Assets (1)						Assets (1)
Commercial real estate property, net						Commercial real estate property, net	$	15,243,331	$	16,143,880
Cash and restricted cash						Cash and restricted cash	317,753		357,076
Tenant and other receivables, related party receivables, and deferred rents receivable						Tenant and other receivables, related party receivables, and deferred rents receivable	412,203		403,883

Other assets						Other assets	1,950,444		2,001,612
Total assets	Total assets	$	17,716,769	$	17,096,311	Total assets	$	17,923,731	$	18,906,451
Liabilities and equity (1)	Liabilities and equity (1)					Liabilities and equity (1)
Mortgages and other loans payable, net	Mortgages and other loans payable, net	$	9,652,507	$	8,951,869	Mortgages and other loans payable, net	$	9,414,923	$	9,749,204
Deferred revenue	Deferred revenue	1,400,458		1,501,616		Deferred revenue	1,311,191		1,341,571
Lease liabilities	Lease liabilities	1,015,477		897,380		Lease liabilities	985,622		1,002,563
Other liabilities	Other liabilities	294,972		308,304		Other liabilities	373,400		464,107
Equity	Equity	5,353,355		5,437,142		Equity	5,838,595		6,349,006
Total liabilities and equity	Total liabilities and equity	$	17,716,769	$	17,096,311	Total liabilities and equity	$	17,923,731	$	18,906,451
Company's investments in unconsolidated joint ventures	Company's investments in unconsolidated joint ventures	$	2,946,673	$	2,912,842	Company's investments in unconsolidated joint ventures	$	3,698,701	$	3,823,322

(1)The combined assets, liabilities and equity for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained, non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018. In addition, at September 30, 2020, $166.8At March 31, 2021, $174.2 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,~~March 31, 2021 and 2020, ~~and 2019,~~ are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Total revenues $ 292,929 $ 286,010 $ 846,967 $ 883,977
Operating expenses 44,650 50,759 131,578 153,397
Real estate taxes 56,459 53,321 161,566 159,544
Operating lease rent 6,385 6,713 18,947 18,848
Interest expense, net of interest income 79,723 92,601 245,685 282,917
Amortization of deferred financing costs 5,575 4,436 15,197 14,434
Depreciation and amortization 103,262 100,736 300,700 308,748
Total expenses 296,054 308,566 873,673 937,888
Loss on early extinguishment of debt 0 (1,031) 0 (1,031)
Net loss before gain on sale (1)
$ (3,125) $ (23,587) $ (26,706) $ (54,942)
Company's equity in net loss from unconsolidated joint ventures (1)
$ (432) $ (9,864) $ (15,445) $ (22,644)

~~(1)~~The combined statements of operations and the Company's equity in net loss for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018.

~~7. Deferred Costs~~

~~Deferred costs at September 30, 2020 and December 31, 2019 consisted of the following (in thousands):~~

September 30, 2020 December 31, 2019
Deferred leasing costs $ 496,812 $ 466,136
Less: accumulated amortization (290,523) (260,853)
Deferred costs, net $ 206,289 $ 205,283


	Three Months Ended March 31,
	2021		2020
Total revenues	$	301,541	$	282,520
Operating expenses	46,233		51,590
Real estate taxes	54,592		53,372
Operating lease rent	5,644		6,361
Interest expense, net of interest income	78,749		86,324
Amortization of deferred financing costs	6,384		4,814

Depreciation and amortization	114,879		98,584
Total expenses	306,481		301,045

Net loss before gain on sale	$	(4,940)	$	(18,525)
Company's equity in net loss from unconsolidated joint ventures	$	(2,864)	$	(12,814)

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

7. Deferred Costs

Deferred costs at March 31, 2021 and December 31, 2020 consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Deferred leasing costs	$	448,197	$	447,002
Less: accumulated amortization	(277,945)		(269,834)
Deferred costs, net	$	170,252	$	177,168

8. Mortgages and Other Loans Payable

The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, were as follows (dollars in thousands):


Property	Property	Initial Maturity Date	Final Maturity Date (1)	Interest Rate (2)		September 30, 2020		December 31, 2019		Property	Initial Maturity Date	Final Maturity Date (1)	Interest Rate (2)		March 31, 2021		December 31, 2020
Fixed Rate Debt:	Fixed Rate Debt:									Fixed Rate Debt:
100 Church Street	100 Church Street	July 2022			4.68%	$	206,013	$	209,296	100 Church Street	July 2022			4.68%	$	203,697	$	204,875
420 Lexington Avenue	420 Lexington Avenue	October 2024	October 2040		3.99%	295,355		299,165		420 Lexington Avenue	October 2024	October 2040		3.99%	292,672		294,035
Landmark Square	Landmark Square	January 2027			4.90%	100,000		100,000		Landmark Square	January 2027			4.90%	100,000		100,000
485 Lexington Avenue	485 Lexington Avenue	February 2027			4.25%	450,000		450,000		485 Lexington Avenue	February 2027			4.25%	450,000		450,000
1080 Amsterdam (3)	1080 Amsterdam (3)	February 2027			3.59%	34,773		35,123		1080 Amsterdam (3)	February 2027			3.59%	34,773		34,773
762 Madison Avenue (4)						0		771
315 West 33rd Street (5)						0		250,000
400 East 58th Street								39,094
Total fixed rate debt	Total fixed rate debt					$	1,086,141	$	1,383,449	Total fixed rate debt					$	1,081,142	$	1,083,683
Floating Rate Debt:	Floating Rate Debt:									Floating Rate Debt:
185 Broadway (4)										185 Broadway (4)	November 2021	November 2023	L+	2.85%	$	168,870	$	158,478
609 Fifth Avenue										609 Fifth Avenue	March 2022		L+	2.95%	57,651		57,651
220 East 42nd Street										220 East 42nd Street	June 2023	June 2025	L+	2.75%	510,000		510,000
719 Seventh Avenue										719 Seventh Avenue	September 2023		L+	1.20%	50,000		50,000
133 Greene Street	133 Greene Street	(6)		L+	2.00%	$	15,523	$	15,523	133 Greene Street					0		15,523
106 Spring Street	106 Spring Street	January 2021	January 2022	L+	2.50%	38,025		38,025		106 Spring Street					0		38,025
FHLB Facility	FHLB Facility	January 2021		L+	0.28%	10,000		0		FHLB Facility					0		10,000
FHLB Facility	FHLB Facility	January 2021		L+	0.23%	15,000		0		FHLB Facility					0		15,000
FHLB Facility	FHLB Facility	January 2021		L+	0.18%	35,000		0		FHLB Facility					0		35,000
609 Fifth Avenue		March 2021	March 2024	L+	2.40%	57,651		53,773
185 Broadway (7)		November 2021	November 2023	L+	2.85%	144,448		120,110
712 Madison Avenue	712 Madison Avenue	December 2021	December 2022	L+	1.85%	28,000		28,000		712 Madison Avenue					0		28,000
220 East 42nd Street		June 2023	June 2025	L+	2.75%	510,000		0
410 Tenth Avenue (8)		August 2023	August 2025	L+	2.25%	434,934		330,819
719 Seventh Avenue		September 2023		L+	1.20%	50,000		50,000
2017 Master Repurchase Agreement (9)						0		152,684
FHLB Facility						0		10,000
FHLB Facility						0		15,000
FHLB Facility						0		14,500
2017 Master Repurchase Agreement (5)										2017 Master Repurchase Agreement (5)					0		0
Total floating rate debt	Total floating rate debt					$	1,338,581	$	828,434	Total floating rate debt					$	786,521	$	917,677

Total mortgages and other loans payable	Total mortgages and other loans payable					$	2,424,722	$	2,211,883	Total mortgages and other loans payable					$	1,867,663	$	2,001,360
Deferred financing costs, net of amortization	Deferred financing costs, net of amortization					(32,978)		(28,630)		Deferred financing costs, net of amortization					(18,962)		(21,388)
Total mortgages and other loans payable, net	Total mortgages and other loans payable, net					$	2,391,744	$	2,183,253	Total mortgages and other loans payable, net					$	1,848,701	$	1,979,972

(1)Reflects exercise of all available ~~extension~~ 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, 2020,~~March 31, 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)~~In January 2020, the Company closed on the acquisition of the remaining 10% interest in this property from our joint venture partner. As part of this transaction, the loan was repaid.~~

~~(5)In March 2020, the loan was assumed by the buyer in connection with the sale of the property.~~

~~(6)This loan matured in August 2020. The Company is in discussions with the lender on resolution.~~

~~(7)~~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~~three year term with 2 ~~one-year~~one year extension options. Advances under the loan are subject to incurred costs and funded equity requirements.

~~(8)~~This loan is a $600.0 million construction facility and has an initial three-year term with 2 one-year extension options. Advances under the loan are subject to incurred costs and funded equity requirements.

~~(9)~~(5)In June 2020, we exercised a ~~one-year~~one year extension option which extended the maturity date to June 2021. At ~~September 30, 2020,~~March 31, 2021, there was 0 outstanding balance on the $400 million facility.

At March 31, 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 was approximately $2.4 billion and $2.5 billion, respectively.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

At September 30, 2020 and December 31, 2019, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable was approximately $3.2 billion and $3.3 billion, respectively.

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

~~The Company's~~As of December 31, 2020, the Company’s wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, iswas a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga ~~may~~was able to borrow funds from the FHLBNY in the form of secured advances that ~~bear~~bore interest at a floating rate. ~~Unless Congress or~~As a result of a Final Ruling from the Federal Housing Finance Authority, the regulator of the Federal Home ~~Finance Authority extends membership criteria, then on~~Loan Bank system, all captive insurance company memberships were terminated as of February ~~19, 2021 Ticonderoga’s membership in FHLB New York will terminate and~~2021. As such, all advances ~~will need~~ to beTiconderoga were repaid byprior to such ~~date. As of September 30, 2020, Ticonderoga had a total of $60.0 million in outstanding secured advances with an average spread of 21 basis points over 30-day LIBOR.~~termination.

Master Repurchase Agreement

The Company entered into a Master Repurchase Agreement, or MRA, known as the 2017 MRA, which provides us with the ability to sell certain 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 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 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. As of ~~September 30, 2020,~~March 31, 2021, there have been no0 margin calls on the 2017 MRA.

In April 2018, we increased the maximum facility capacity from $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 is scheduled to mature in June 2021, with a one-year extension option. At ~~September 30, 2020,~~March 31, 2021, the facility had 0 outstanding balance.

9. Corporate Indebtedness

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, 2020,~~March 31, 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 2 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 orand other financial institutions.

As of ~~September 30, 2020,~~March 31, 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.

At ~~September 30, 2020,~~March 31, 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, 2020,~~March 31, 2021, the facility fee was 20 basis points.

As of ~~September 30, 2020,~~March 31, 2021, we had ~~$26.0~~$16.5 million of outstanding letters of credit, ~~$190.0~~$630.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of ~~$1.3~~$0.9 billion under the 2017 credit facility. At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the revolving credit facility had a carrying value of ~~$184.8~~$625.8 million and ~~$234.0~~$105.3 million, respectively, net of deferred financing costs. At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the term loan facilities had a carrying value of $1.5 billion and $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).

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

~~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).~~

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, by scheduled maturity date (dollars in thousands):


Issuance	Issuance	September 30, 2020 Unpaid Principal Balance		September 30, 2020 Accreted Balance		December 31, 2019 Accreted Balance		Interest Rate (1)			Initial Term (in Years)	Maturity Date	Issuance	March 31, 2021 Unpaid Principal Balance		March 31, 2021 Accreted Balance		December 31, 2020 Accreted Balance		Interest Rate (1)			Initial Term (in Years)	Maturity Date
August 7, 2018 (2) (3)	August 7, 2018 (2) (3)	$	350,000	$	350,000	$	350,000		1.52	%	3	August 2021	August 7, 2018 (2) (3)	$	350,000	$	350,000	$	350,000		1.52	%	3	August 2021
October 5, 2017 (2)	October 5, 2017 (2)	500,000		499,775		499,695			3.25	%	5	October 2022	October 5, 2017 (2)	500,000		499,830		499,803			3.25	%	5	October 2022
November 15, 2012 (4)	November 15, 2012 (4)	300,000		302,352		303,142			4.50	%	10	December 2022	November 15, 2012 (4)	300,000		301,817		302,086			4.50	%	10	December 2022
December 17, 2015 (5)	December 17, 2015 (5)	100,000		100,000		100,000			4.27	%	10	December 2025	December 17, 2015 (5)	100,000		100,000		100,000			4.27	%	10	December 2025
March 16, 2010 (6)		0		0		250,000
		$	1,250,000	$	1,252,127	$	1,502,837							$	1,250,000	$	1,251,647	$	1,251,889
Deferred financing costs, net	Deferred financing costs, net			(4,332)		(5,990)							Deferred financing costs, net			(3,025)		(3,670)
		$	1,250,000	$	1,247,795	$	1,496,847							$	1,250,000	$	1,248,622	$	1,248,219

(1)Interest rate as of ~~September 30, 2020,~~March 31, 2021, taking into account interest rate hedges in effect during the period.

(2)Issued by the Operating Partnership with the Company as the guarantor.

(3)The notes are subject to redemption at the Company's option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes, plus unpaid accrued interest thereon to the redemption date. In April 2020, the Company entered into $350.0 million of fixed rate interest swaps at a rate of 0.54375% through August 2021.

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

(5)Issued by the Company and the Operating Partnership as co-obligors.

~~(6)In March 2020, the notes were repaid.~~

Restrictive Covenants

The terms of the 2017 credit facility 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, 2020~~March 31, 2021 and December 31, ~~2019,~~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. Interest payments may be deferred for a period of up to 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.

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 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, 2020,~~March 31, 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			Scheduled Amortization		Mortgages and Other Loans Payable		Revolving Credit Facility		Unsecured Term Loans		Trust Preferred Securities		Senior Unsecured Notes		Total		Joint Venture Debt
Remaining 2020		$	2,635	$	15,523	$	0	$	0	$	0	$	0	$	18,158	$	10,867
2021		10,766		270,474		0		0		0		350,000		631,240		1,444,277
Remaining 2021																		Remaining 2021	$	8,031	$	168,870	$	0	$	0	$	0	$	350,000	$	526,901	$	1,126,896
2022	2022	8,779		255,435		0		0		0		800,000		1,064,214		268,952		2022	8,765		255,435		0		0		0		800,000		1,064,200		227,701
2023	2023	6,608		994,934		190,000		1,300,000		0		0		2,491,542		311,436		2023	6,594		560,000		630,000		1,300,000		0		0		2,496,594		491,066
2024	2024	5,294		272,749		0		200,000		0		0		478,043		618,140		2024	5,280		272,749		0		200,000		0		0		478,029		620,843
2025																		2025	823		0		0		0		0		100,000		100,823		1,403,266
Thereafter	Thereafter	1,779		579,746		0		0		100,000		100,000		781,525		1,935,202		Thereafter	924		580,192		0		0		100,000		0		681,116		552,813
		$	35,861	$	2,388,861	$	190,000	$	1,500,000	$	100,000	$	1,250,000	$	5,464,722	$	4,588,874		$	30,417	$	1,837,246	$	630,000	$	1,500,000	$	100,000	$	1,250,000	$	5,347,663	$	4,422,585

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Interest expense before capitalized interest	Interest expense before capitalized interest	$	42,595	$	63,607	$	144,345	$	185,163	Interest expense before capitalized interest	$	39,868	$	56,813
Interest on financing leases	Interest on financing leases	2,198		813		6,010		2,425		Interest on financing leases	1,492		1,663
Interest capitalized	Interest capitalized	(20,677)		(15,700)		(57,528)		(38,228)		Interest capitalized	(17,583)		(20,483)
Interest income	Interest income	(580)		(608)		(1,727)		(3,563)		Interest income	(389)		(499)
Interest expense, net	Interest expense, net	$	23,536	$	48,112	$	91,100	$	145,797	Interest expense, net	$	23,388	$	37,494

10. Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

Alliance Building Services, or Alliance, and its affiliates are partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the chairman emeritus of our board of directors, and provide services to certain properties owned by us. 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 ~~$0.1~~$0.3 million and ~~$1.1~~$0.9 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~respectively, and $0.9 million and $2.7 million for the three and nine months ended September 30, 2019,~~ respectively.

We also recorded expenses, inclusive of capitalized expenses, of ~~$3.0~~$2.3 million and ~~$9.7~~$3.9 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, respectively, for these services (excluding services provided directly to tenants)~~, and $5.6 million and $14.1 million for the three and nine months ended September 30, 2019, 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 $0.1 million and ~~$0.4~~$0.2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~respectively, and $0.2 million and $0.5 million for the three and nine months ended September 30, 2019,~~ respectively.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 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. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $1.0 million, respectively, which 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

In November 2018, we entered into a lease agreement with the One Vanderbilt joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For the three months ended March 31, 2021, we recorded $0.1 million 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 Note 6, "Investments in Unconsolidated Joint Ventures." Amounts due from joint ventures and related parties at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consisted of the following (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Due from joint ventures	Due from joint ventures	$	24,912	$	9,352	Due from joint ventures	$	26,500	$	27,006
Other	Other	7,024		11,769		Other	7,810		7,651
Related party receivables	Related party receivables	$	31,936	$	21,121	Related party receivables	$	34,310	$	34,657

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, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the noncontrolling interest unit holders owned ~~5.23%~~5.65%, or ~~4,027,317~~4,156,282 units, and ~~5.03%~~5.44%, or ~~4,195,875~~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, 2020, 4,027,317~~March 31, 2021, 4,156,282 shares of our common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating Partnership.

Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based on the closing stock price of our common stock at the end of the reporting period.

Below is a summary of the activity relating to the noncontrolling interests in the Operating Partnership for the nine months ended September 30, 2020 and the twelve months ended December 31, 2019 (in thousands):

September 30, 2020 December 31, 2019
Balance at beginning of period $ 409,862 $ 387,805
Distributions (8,857) (14,729)
Issuance of common units 7,976 19,403
Redemption and conversion of common units (27,657) (27,962)
Net income 10,073 13,301
Accumulated other comprehensive loss allocation (2,664) (2,276)
Fair value adjustment (35,253) 34,320
Balance at end of period $ 353,480 $ 409,862

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

Below is a summary of the activity relating to the noncontrolling interests in the Operating Partnership for the three months ended March 31, 2021 and the twelve months ended December 31, 2020 (in thousands):


	March 31, 2021		December 31, 2020
Balance at beginning of period	$	358,262	$	409,862
Distributions	(4,148)		(12,652)
Issuance of common units	4,483		12,018
Redemption and conversion of common units	(13,261)		(36,085)
Net (loss) income	(476)		20,016
Accumulated other comprehensive income (loss) allocation	2,655		(2,299)
Fair value adjustment	26,609		(32,598)
Balance at end of period	$	374,124	$	358,262

Preferred Units of Limited Partnership Interest in the Operating Partnership

Below is a summary of the preferred units of limited partnership interest in the Operating Partnership as of ~~September 30, 2020:~~March 31, 2021:

Issuance 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
3.50% Series A (4)
109,161 109,161 109,161 $ 35.0000 $ 1,000.00 $ 0 August 2015
7.00% Series F 60 60 60 $ 70.0000 $ 1,000.00 $ 29.12 January 2007
4.50% Series G (5)
1,902,000 1,902,000 863,972 $ 1.1250 $ 25.00 $ 88.50 January 2012
3.50% Series K 700,000 563,954 341,677 $ 0.8750 $ 25.00 $ 134.67 August 2014
4.00% Series L 500,000 378,634 372,634 $ 1.0000 $ 25.00 0 August 2014
3.75% Series M 1,600,000 1,600,000 96,357 $ 0.9375 $ 25.00 0 February 2015
4.00% Series P 200,000 200,000 200,000 $ 1.0000 $ 25.00 0 July 2015
3.50% Series Q 268,000 268,000 268,000 $ 0.8750 $ 25.00 $ 148.95 July 2015
3.50% Series R 400,000 400,000 400,000 $ 0.8750 $ 25.00 $ 154.89 August 2015
4.00% Series S 1,077,280 1,077,280 1,077,280 $ 1.0000 $ 25.00 0 August 2015
3.50% Series V 40,000 40,000 40,000 $ 0.8750 $ 25.00 0 May 2019
Series W (6)
1 1 1 (6) (6) 0 January 2020


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	$	0	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	$	0	August 2014
Series M	3.75%		1,600,000	1,600,000	96,357	$	0.9375	$	25.00	$	0	February 2015
Series P	4.00%		200,000	200,000	200,000	$	1.0000	$	25.00	$	0	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	$	0	August 2015
Series V	3.50%		40,000	40,000	40,000	$	0.8750	$	25.00	$	0	May 2019
Series W (6)	(6)		1	1	1	(6)		(6)		(6)		January 2020

(1)Dividends are cumulative, subject to certain provisions.

(2)Units are redeemable at any time at par for cash at the option of the 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) the amount shown in the table.

(4)Issued through a consolidated subsidiary. The units are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership interest, or the Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, 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, 2020,~~March 31, 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.)

March 31, 2021

(unaudited)

Below is a summary of the activity relating to the preferred units in the Operating Partnership for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and the twelve months ended December 31, ~~2019~~2020 (in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Balance at beginning of period	Balance at beginning of period	$	283,285	$	300,427	Balance at beginning of period	$	202,169	$	283,285
Issuance of preferred units	Issuance of preferred units	0		1,000		Issuance of preferred units	0		0
Redemption of preferred units	Redemption of preferred units	(82,750)		(18,142)		Redemption of preferred units	(3,631)		(82,750)
Dividends paid on preferred units						Dividends paid on preferred units	(1,731)		(6,163)
Accrued dividends on preferred units	Accrued dividends on preferred units	1,634		0		Accrued dividends on preferred units	1,696		7,797
Balance at end of period	Balance at end of period	$	202,169	$	283,285	Balance at end of period	$	198,503	$	202,169

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, 2020, 73,040,291~~March 31, 2021, 69,353,606 shares of common stock and 0 shares of excess stock were issued and outstanding.

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. 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.

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.

At March 31, 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

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

~~Share Repurchase Program~~

In August 2016, our Board of Directors approved a share repurchase program under which we can buy up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized 4 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, and fourth quarter of 2019 bringing the total program size to $3.0 billion.

~~At September 30, 2020, repurchases 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 8,342,411 $101.64 8,342,411
Year ended 2018 9,744,911 $96.22 18,087,322
Year ended 2019 4,596,171 $83.62 22,683,493
Nine months ended September 30, 2020 (1)
6,243,165 $62.77 28,926,658

~~(1) Includes 216,101 shares of common stock repurchased by the Company in September 2020 that were settled in October 2020.~~


Year ended 2019	4,465,857	$86.06	22,040,355
Year Ended 2020	8,529,279	$62.39	30,569,634
Three months ended March 31, 2021	1,306,460	$61.46	31,876,094

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 2018, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.

The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively (dollars in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Shares of common stock issued	Shares of common stock issued	4,205		490		9,884		3,485		Shares of common stock issued	5,483		1,727
Dividend reinvestments/stock purchases under the DRSPP	Dividend reinvestments/stock purchases under the DRSPP	$	202	$	39	$	566	$	303	Dividend reinvestments/stock purchases under the DRSPP	$	351	$	166

Earnings per Share

We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

SL Green's earnings per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ are computed as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Numerator	Numerator	2020		2019		2020		2019		Numerator	2021		2020
Basic Earnings:	Basic Earnings:									Basic Earnings:
Income attributable to SL Green common stockholders		$	13,859	$	33,157	$	185,104	$	238,052
Net (loss) income attributable to SL Green common stockholders										Net (loss) income attributable to SL Green common stockholders	$	(7,464)	$	114,801
Less: distributed earnings allocated to participating securities	Less: distributed earnings allocated to participating securities	(333)		(108)		(777)		(325)		Less: distributed earnings allocated to participating securities	(371)		(113)
Less: undistributed earnings allocated to participating securities	Less: undistributed earnings allocated to participating securities	0		0		(141)		(41)		Less: undistributed earnings allocated to participating securities	0		(464)
Net income attributable to SL Green common stockholders (numerator for basic earnings per share)		$	13,526	$	33,049	$	184,186	$	237,686
Net (loss) income attributable to SL Green common stockholders (numerator for basic earnings per share)										Net (loss) income attributable to SL Green common stockholders (numerator for basic earnings per share)	$	(7,835)	$	114,224
Add back: dilutive effect of earnings allocated to participating securities	Add back: dilutive effect of earnings allocated to participating securities	333		108		777		325		Add back: dilutive effect of earnings allocated to participating securities	371		113
Add back: undistributed earnings allocated to participating securities	Add back: undistributed earnings allocated to participating securities	0		0		141		41		Add back: undistributed earnings allocated to participating securities	0		464
Add back: effect of dilutive securities (redemption of units to common shares)	Add back: effect of dilutive securities (redemption of units to common shares)	802		1,719		10,073		12,306		Add back: effect of dilutive securities (redemption of units to common shares)	(476)		6,202
Income attributable to SL Green common stockholders (numerator for diluted earnings per share)		$	14,661	$	34,876	$	195,177	$	250,358
Net (loss) income attributable to SL Green common stockholders (numerator for diluted earnings per share)										Net (loss) income attributable to SL Green common stockholders (numerator for diluted earnings per share)	$	(7,940)	$	121,003


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
Denominator	Denominator	2020	2019	2020	2019	Denominator	2021	2020
Basic Shares:	Basic Shares:					Basic Shares:
Weighted average common stock outstanding	Weighted average common stock outstanding	73,020	82,292	75,521	82,855	Weighted average common stock outstanding	69,010	75,656
Effect of Dilutive Securities:	Effect of Dilutive Securities:					Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares	Operating Partnership units redeemable for common shares	4,029	4,258	4,123	4,283	Operating Partnership units redeemable for common shares	4,148	4,220
Stock-based compensation plans	Stock-based compensation plans	442	164	441	171	Stock-based compensation plans	595	476
Contingently issuable shares from special dividend declared December 4, 2020 and issued January 15, 2021						Contingently issuable shares from special dividend declared December 4, 2020 and issued January 15, 2021	317	0
Diluted weighted average common stock outstanding	Diluted weighted average common stock outstanding	77,491	86,714	80,085	87,309	Diluted weighted average common stock outstanding	74,070	80,352

The Company has excluded ~~2,131,606 and 1,779,212~~1,159,343 common stock equivalents from the calculation of diluted shares outstanding for the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021, as they were anti-dilutive. The Company has excluded ~~1,317,803 and 1,266,296~~1,170,579 common stock equivalents from the calculation of diluted shares outstanding for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, as they were anti-dilutive.

13. Partners' Capital of the Operating Partnership

The Company is the sole managing general partner of the Operating Partnership and at ~~September 30, 2020~~March 31, 2021 owned ~~73,040,291~~69,353,606 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 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.

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

~~Net income (loss) allocated~~All unit-related references and measurements including the number of units outstanding and earnings per unit have been retroactively adjusted to reflect the ~~preferred unitholders and common unitholders reflects their pro rata share~~reverse stock split effectuated by SL Green’s board of ~~net income (loss) and distributions.~~directors in January 2021 for all periods presented in this Quarterly Report on Form 10-Q.

Limited Partner Units

As of ~~September 30, 2020,~~March 31, 2021, limited partners other than SL Green owned ~~5.23%~~5.65%, or ~~4,027,317~~4,156,282 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,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, are computed as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Numerator	Numerator	2020		2019		2020		2019		Numerator	2021		2020
Basic Earnings:	Basic Earnings:									Basic Earnings:
Income attributable to SLGOP common unitholders		$	14,661	$	34,876	$	195,177	$	250,358
Net (loss) income attributable to SLGOP common unitholders										Net (loss) income attributable to SLGOP common unitholders	$	(7,940)	$	121,003
Less: distributed earnings allocated to participating securities	Less: distributed earnings allocated to participating securities	(333)		(108)		(777)		(325)		Less: distributed earnings allocated to participating securities	(371)		(113)
Less: undistributed earnings allocated to participating securities	Less: undistributed earnings allocated to participating securities	0		0		(141)		(41)		Less: undistributed earnings allocated to participating securities	0		(464)
Net Income attributable to SLGOP common unitholders (numerator for basic earnings per unit)		$	14,328	$	34,768	$	194,259	$	249,992
Net (loss) income attributable to SLGOP common unitholders (numerator for basic earnings per unit)										Net (loss) income attributable to SLGOP common unitholders (numerator for basic earnings per unit)	$	(8,311)	$	120,426
Add back: dilutive effect of earnings allocated to participating securities	Add back: dilutive effect of earnings allocated to participating securities	333		108		777		325		Add back: dilutive effect of earnings allocated to participating securities	371		113
Add back: undistributed earnings allocated to participating securities	Add back: undistributed earnings allocated to participating securities	0		0		141		41		Add back: undistributed earnings allocated to participating securities	0		464
Income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)		$	14,661	$	34,876	$	195,177	$	250,358
Net (loss) income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)										Net (loss) income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)	$	(7,940)	$	121,003

Three Months Ended September 30, Nine Months Ended September 30,
Denominator 2020 2019 2020 2019
Basic units:
Weighted average common units outstanding 77,049 86,550 79,644 87,138
Effect of Dilutive Securities:
Stock-based compensation plans 442 164 441 171
Diluted weighted average common units outstanding 77,491 86,714 80,085 87,309


	Three Months Ended March 31,
Denominator	2021	2020
Basic units:
Weighted average common units outstanding	73,158	79,876
Effect of Dilutive Securities:
Stock-based compensation plans	595	476
Contingently issuable units from special distribution declared December 4, 2020 and issued January 15, 2021	317	0
Diluted weighted average common units outstanding	74,070	80,352

The Operating Partnership has excluded ~~2,131,606 and 1,779,212~~1,159,343 common unit equivalents from the diluted units outstanding for the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 as they were anti-dilutive. The Operating Partnership has excluded ~~1,317,803 and 1,266,296~~1,170,579 common unit equivalents from the diluted units outstanding for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 as they were anti-dilutive.

14. Share-based Compensation

We have share-based employee and director compensation plans. Our employees are compensated through the Operating Partnership. Under each plan, whenever the Company issues common or preferred stock, the Operating Partnership issues an equivalent number of units of limited partnership interest of a corresponding class to the Company.

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of 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) 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 our common stock distributed under the 2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously terminated by the Company's board of directors, new awards may be granted under the 2005 Plan until June 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, 2020, 3.4~~March 31, 2021, 1.9 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.

Stock Options and Class O LTIP Units

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

There were 0 options granted during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 or the year ended December 31, ~~2019.~~2020.

A summary of the status of the Company's stock options as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, and changes during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and year ended December 31, ~~2019~~2020 are as follows:


		September 30, 2020			December 31, 2019				March 31, 2021			December 31, 2020
		Options Outstanding	Weighted Average Exercise Price		Options Outstanding	Weighted Average Exercise Price			Options Outstanding	Weighted Average Exercise Price		Options Outstanding	Weighted Average Exercise Price
Balance at beginning of period	Balance at beginning of period	1,037,068	$	102.36	1,137,017	$	103.54	Balance at beginning of period	784,995	$	102.62	1,007,665	$	105.35
Granted	Granted	0	0		0	0		Granted	0	0		0	0
Exercised	Exercised	0	0		0	0		Exercised	0	0		0	0
Lapsed or canceled	Lapsed or canceled	(53,700)	111.18		(99,949)	115.81		Lapsed or canceled	(9,716)	86.13		(222,670)	114.97
Balance at end of period	Balance at end of period	983,368	$	101.88	1,037,068	$	102.36	Balance at end of period	775,279	$	102.83	784,995	$	102.62
Options exercisable at end of period	Options exercisable at end of period	982,368	$	101.88	914,929	$	101.69	Options exercisable at end of period	775,278	$	102.83	782,022	$	102.62

The remaining weighted average contractual life of the options outstanding was ~~2.0~~1.9 years and the remaining average contractual life of the options exercisable was ~~2.0~~1.9 years.

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

Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021, we recognized 0 compensation expense related to options. During the three months ended March 31, 2020, we recognized compensation expense ~~for these~~related to options of $0.00 million and $0.03 million, respectively. During the three and nine months ended September 30, 2019, we recognized compensation expense for these options of $0.6 million and $1.8 million, respectively.

$0.02 million. As of ~~September 30, 2020,~~March 31, 2021, there was ~~$0.01 million of total~~0 unrecognized compensation cost related to unvested stock ~~options, which is expected to be recognized over a weighted average period of 0.5 years.~~options.

Restricted Shares

Shares are granted to certain employees, including our executives, and vesting occurs annually upon the completion of a service period or our meeting established financial performance criteria. Annual 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, 2020~~March 31, 2021 and December 31, ~~2019~~2020 and ~~charges~~changes during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and the year ended December 31, ~~2019,~~2020, are as follows:


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Balance at beginning of period	Balance at beginning of period	3,566,466		3,452,016		Balance at beginning of period	3,439,674		3,465,347
Granted	Granted	9,220		126,350		Granted	145,845		8,959
Canceled	Canceled	(26,043)		(11,900)		Canceled	(12,437)		(34,632)
Balance at end of period	Balance at end of period	3,549,643		3,566,466		Balance at end of period	3,573,082		3,439,674
Vested during the period	Vested during the period	132,652		113,259		Vested during the period	117,487		128,891
Compensation expense recorded	Compensation expense recorded	$	8,528,991	$	12,892,249	Compensation expense recorded	$	2,067,125	$	10,895,459
Total fair value of restricted stock granted during the period	Total fair value of restricted stock granted during the period	$	734,315	$	11,131,181	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~~three months ended ~~September 30, 2020~~March 31, 2021 and the year ended December 31, ~~2019~~2020 was ~~$12.5~~$10.9 million and ~~$12.1~~$12.5 million, respectively. As of ~~September 30, 2020,~~March 31, 2021, there was ~~$11.0~~$14.0 million of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of ~~1.5~~2.0 years.

We granted LTIP Units, which include bonus, time-based and performance-based awards, with a fair value of ~~$33.7~~$40.3 million and ~~$58.3~~$37.0 million as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. The grant date fair value of the LTIP Unit awards was calculated in accordance with ASC 718. A third party consultant determined the fair value of the LTIP Units to have a discount from 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, 2020,~~March 31, 2021, there was ~~$41.8~~$65.9 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 2.0 years.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021, we recorded compensation expense related to bonus, time-based and performance based awards of $9.1 million. During the three months ended March 31, 2020, we recorded compensation expense related to bonus, time-based and performance based awards of ~~$6.4 million and $20.4 million, respectively. During the three and nine months ended September 30, 2019, we recorded compensation expense related to bonus, time-based and performance based awards of~~ $3.0 ~~million and $14.0 million, respectively.~~million.

For the three ~~and nine~~ months ended ~~September 30, 2020, $0.6~~March 31, 2021, $0.5 million ~~and $1.7 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, 2019, $0.5~~March 31, 2020, $0.6 million ~~and $1.4 million, respectively,~~ was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~

Deferred Compensation Plan for Directors

Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

2021 related to the Deferred Compensation Plan. We recorded compensation expense of ~~$0.2 million and $2.2~~$1.8 million during the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 related to the Deferred Compensation Plan.

As of ~~September 30, 2020,~~March 31, 2021, there were ~~138,189~~159,066 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

Employee Stock Purchase Plan

In 2007, the Company's board of directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to encourage our employees to make our business more successful by providing 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, 2020, 152,690~~March 31, 2021, 157,576 shares of our common stock had been issued under the ESPP.

15. Accumulated Other Comprehensive Loss

The following tables set forth the changes in accumulated other comprehensive loss by component as of ~~September 30, 2020~~March 31, 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 (loss) on marketable securities Total
Balance at December 31, 2019 $ (22,780) $ (7,982) $ 2,277 $ (28,485)
Other comprehensive loss before reclassifications (50,038) (7,954) (2,047) (60,039)
Amounts reclassified from accumulated other comprehensive loss 9,120 3,204 0 12,324
Balance at September 30, 2020 $ (63,698) $ (12,732) $ 230 $ (76,200)


	Net unrealized loss on derivative instruments (1)		SL Green’s share of joint venture net unrealized loss on derivative instruments (2)		Net unrealized gain (loss) on marketable securities		Total
Balance at December 31, 2020	$	(57,415)	$	(10,853)	$	1,021	$	(67,247)
Other comprehensive income before reclassifications	9,771		33,024		(247)		42,548
Amounts reclassified from accumulated other comprehensive loss	4,196		1,606		0		5,802
Balance at March 31, 2021	$	(43,448)	$	23,777	$	774	$	(18,897)

(1)Amount reclassified from accumulated other comprehensive loss is included in interest expense in the respective consolidated statements of operations. As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the deferred net gains from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized ~~(loss) gain~~loss on derivative instrument, was ~~$(0.5)~~$(0.6) million and ~~$(0.7)~~$(0.5) million, respectively.

(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.

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~

16. Fair Value Measurements

We are required to disclose fair value information with regard to 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 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.

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

Notes to Consolidated Financial Statements (cont.)

March 31, 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 at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in thousands):


		September 30, 2020									March 31, 2021
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Assets:	Assets:									Assets:
Marketable securities	Marketable securities	$	27,734	$	0	$	27,734	$	0	Marketable securities	$	23,784	$	0	$	23,784	$	0
Interest rate cap and swap agreements (included in other assets)		$	39	$	0	$	39	$	0
Interest rate cap and swap agreements (included in Other assets)										Interest rate cap and swap agreements (included in Other assets)	$	365	$	0	$	365	$	0
Liabilities:	Liabilities:									Liabilities:
Interest rate cap and swap agreements (included in other liabilities)		$	67,680	$	0	$	67,680	$	0
Interest rate cap and swap agreements (included in Other liabilities)										Interest rate cap and swap agreements (included in Other liabilities)	$	47,033	$	0	$	47,033	$	0


		December 31, 2019									December 31, 2020
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Assets:	Assets:									Assets:
Marketable securities	Marketable securities	$	29,887	$	0	$	29,887	$	0	Marketable securities	$	28,570	$	0	$	28,570	$	0
Interest rate cap and swap agreements (included in other assets)		$	4,419	$	0	$	4,419	$	0
Interest rate cap and swap agreements (included in Other assets)										Interest rate cap and swap agreements (included in Other assets)	$	28	$	0	$	28	$	0
Liabilities:	Liabilities:									Liabilities:
Interest rate cap and swap agreements (included in other liabilities)		$	29,110	$	0	$	29,110	$	0
Interest rate cap and swap agreements (included in Other liabilities)										Interest rate cap and swap agreements (included in Other liabilities)	$	61,217	$	0	$	61,217	$	0

We evaluate real estate investments and debt and preferred equity investments, including intangibles, for potential impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. All of which are classified as Level 3 inputs.

In 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.

Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model driven valuations using the significant inputs derived from or corroborated by observable market data. ~~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.

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.

~~Table of Contents~~

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

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

~~September 30, 2020~~

~~(unaudited)~~

The financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, debt and preferred equity investments, mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated balance sheets approximates fair value due to the short-term nature of these instruments. The fair value of debt and preferred equity investments, which is classified as Level 3, is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings. The fair value of borrowings, which is classified as Level 3, is estimated by discounting the contractual cash flows of each debt instrument to their present value using adjusted market interest rates, which is provided by a third-party specialist.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2021

(unaudited)

The following table provides the carrying value and fair value of these financial instruments as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (in thousands):


		September 30, 2020				December 31, 2019					March 31, 2021				December 31, 2020
		Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value			Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value

Debt and preferred equity investments	Debt and preferred equity investments	$	1,153,363	(2)		$	1,580,306	(2)		Debt and preferred equity investments	$	1,097,202	(2)		$	1,076,542	(2)

Fixed rate debt	Fixed rate debt	$	3,338,268	$	3,427,731	$	3,536,286	$	3,642,770	Fixed rate debt	$	3,932,789	$	4,027,789	$	3,135,572	$	3,237,075
Variable rate debt	Variable rate debt	2,128,581		2,112,589		2,018,434		2,018,714		Variable rate debt	1,416,521		1,420,814		1,827,677		1,822,740
		$	5,466,849	$	5,540,320	$	5,554,720	$	5,661,484		$	5,349,310	$	5,448,603	$	4,963,249	$	5,059,815

(1)Amounts exclude net deferred financing costs.

(2)At ~~September 30,~~March 31, 2021, debt and preferred equity investments had an estimated fair value ranging between $1.0 billion and $1.1 billion. At December 31, 2020, debt and preferred equity investments had an estimated fair value ranging between ~~$1.04~~$1.0 billion and ~~$1.15 billion. At December 31, 2019, debt and preferred equity investments had an estimated fair value ranging between $1.58 billion and $1.74~~$1.1 billion.

Disclosure about fair value of financial instruments was based on pertinent information available to us as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~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.

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 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 and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows. Currently, all of our designated derivative instruments are effective hedging instruments.

The following table summarizes the notional value at inception and fair value of our consolidated derivative financial instruments at ~~September 30, 2020~~March 31, 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	Balance Sheet Location	Fair Value			Notional Value		Strike Rate		Effective Date	Expiration Date	Balance Sheet Location	Fair Value
Interest Rate Swap	Interest Rate Swap	$	100,000	1.928	%	December 2017	November 2020	Other Liabilities	$	(295)	Interest Rate Swap	$	350,000	0.544	%	April 2020	August 2021	Other Liabilities	$	(472)
Interest Rate Swap		100,000		1.934	%	December 2017	November 2020	Other Liabilities	(296)
Interest Rate Cap	Interest Rate Cap	111,869		3.500	%	December 2019	December 2020	Other Assets	0		Interest Rate Cap	111,869		3.500	%	December 2020	November 2021	Other Assets	0
Interest Rate Cap		85,000		4.000	%	March 2019	March 2021	Other Assets	0
Interest Rate Swap		350,000		0.544	%	April 2020	August 2021	Other Liabilities	(978)
Interest Rate Cap	Interest Rate Cap	510,000		3.000	%	June 2020	December 2021	Other Assets	1		Interest Rate Cap	510,000		3.000	%	June 2020	December 2021	Other Assets	0
Interest Rate Swap	Interest Rate Swap	200,000		1.131	%	July 2016	July 2023	Other Liabilities	(5,599)		Interest Rate Swap	200,000		0.138	%	February 2021	February 2022	Other Liabilities	(3)
Interest Rate Swap	Interest Rate Swap	100,000		1.161	%	July 2016	July 2023	Other Liabilities	(2,883)		Interest Rate Swap	100,000		0.136	%	February 2021	February 2022	Other Assets	0
Interest Rate Cap	Interest Rate Cap	600,000		4.000	%	August 2020	September 2023	Other Assets	38		Interest Rate Cap	85,000		4.000	%	March 2021	March 2022	Other Assets	0
Interest Rate Swap	Interest Rate Swap	150,000		2.696	%	January 2019	January 2024	Other Liabilities	(12,430)		Interest Rate Swap	100,000		0.212	%	January 2021	January 2023	Other Assets	95
Interest Rate Swap	Interest Rate Swap	150,000		2.721	%	January 2019	January 2026	Other Liabilities	(19,286)		Interest Rate Swap	400,000		0.160	%	February 2021	February 2023	Other Assets	270
Interest Rate Swap	Interest Rate Swap	200,000		2.740	%	January 2019	January 2026	Other Liabilities	(25,913)		Interest Rate Swap	200,000		1.131	%	July 2016	July 2023	Other Liabilities	(4,017)
Interest Rate Swap											Interest Rate Swap	100,000		1.161	%	July 2016	July 2023	Other Liabilities	(2,077)
Interest Rate Swap											Interest Rate Swap	150,000		2.696	%	January 2019	January 2024	Other Liabilities	(9,675)
Interest Rate Swap											Interest Rate Swap	150,000		2.721	%	January 2019	January 2026	Other Liabilities	(13,117)
Interest Rate Swap											Interest Rate Swap	200,000		2.740	%	January 2019	January 2026	Other Liabilities	(17,672)
									$	(67,641)									$	(46,668)

NaN gains or losses on the changes in the fair values were included in interest expense in the consolidated statements of operations during the three months ended ~~September 30, 2020~~March 31, 2021 or ~~2019. NaN gains or losses on the changes in the fair values were included in interest expense in the consolidated statements of operations during the nine months ended September 30, 2020 or 2019.~~2020.

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of ~~September 30, 2020,~~March 31, 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 ~~$68.9~~$48.3 million. As of ~~September 30, 2020,~~March 31, 2021, the Company ~~has~~had not posted 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 ~~$70.2~~$49.0 million at ~~September 30, 2020.~~March 31, 2021.

Gains and losses on terminated hedges are included in accumulated other comprehensive 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 ~~$17.7~~$16.6 million of the current balance held in accumulated other comprehensive loss will be reclassified into interest expense and ~~$7.4~~$2.2 million of the portion related to

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

our share of joint venture accumulated other comprehensive loss will be reclassified into equity in net loss from unconsolidated joint ventures within the next 12 months.

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,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively (in thousands):


		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								Amount of Gain (Loss) Recognized in Other Comprehensive Income (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 March 31,								Three Months Ended March 31,
Derivative	Derivative	2020		2019					2020			2019					Derivative				2020			Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income		2021			2020
Interest Rate Swaps/Caps	Interest Rate Swaps/Caps	$	(318)	$	(10,169)			Interest expense		$	(5,162)			$	(105)			Interest Rate Swaps/Caps	$	10,220		$	(45,082)		Interest expense		$	(4,388)		$	(725)
Share of unconsolidated joint ventures' derivative instruments	Share of unconsolidated joint ventures' derivative instruments	(199)		(2,437)				Equity in net loss from unconsolidated joint ventures		(1,454)				(192)				Share of unconsolidated joint ventures' derivative instruments	34,955			(7,089)			Equity in net loss from unconsolidated joint ventures		(1,700)			(711)
		$	(517)	$	(12,606)					$	(6,616)			$	(297)				$	45,175		$	(52,171)				$	(6,088)		$	(1,436)

The following table ~~presents~~summarizes the ~~effect of our derivative financial instruments~~notional value at inception and ~~our share~~fair value of our joint ventures' derivative financial instruments at March 31, 2021 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that ~~are designated and qualify as hedging instruments on the consolidated statements of operations for the nine months ended September 30, 2020 and 2019, respectively (in~~time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands):.

Amount of Loss
Recognized in
Other Comprehensive
Loss Location of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income Amount of (Loss) Gain Reclassified from
Accumulated Other
Comprehensive Loss into Income
Nine Months Ended September 30, Nine Months Ended September 30,
Derivative 2020 2019 2020 2019
Interest Rate Swaps/Caps $ (52,808) $ (43,008) Interest expense $ (9,610) $ 886
Share of unconsolidated joint ventures' derivative instruments (8,375) (11,963) Equity in net loss from unconsolidated joint ventures (3,347) 713
$ (61,183) $ (54,971) $ (12,957) $ 1,599


	Notional Value		Strike Rate		Effective Date	Expiration Date	Classification	Fair Value
Interest Rate Swap	$	177,000	1.669	%	March 2016	February 2026	Liability	$	(6,459)
Interest Rate Cap	375,000		2.600	%	August 2018	September 2021	Asset	0
Interest Rate Cap	20,026		2.600	%	April 2019	September 2021	Asset	0
Interest Rate Cap	198,000		4.000	%	August 2019	August 2022	Asset	2
Interest Rate Cap	220,000		4.000	%	February 2020	February 2022	Asset	0
Interest Rate Cap	550,000		3.750	%	August 2020	September 2023	Asset	138
Interest Rate Cap	1,075,000		3.750	%	September 2020	September 2021	Asset	0
Interest Rate Cap	125,000		3.750	%	September 2020	September 2021	Asset	0
Interest Rate Cap	1,250,000		1.250	%	November 2020	October 2024	Asset	5,764
Interest Rate Cap	23,000		4.750	%	January 2021	January 2023	Asset	1
Interest Rate Swap	2,250,000		1.611	%	June 2021	June 2031	Asset	42,635
								$	42,081

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

18. ~~Rental~~Lease Income

The Operating Partnership is the lessor and the sublessor to tenants under operating and sales-type leases. The minimum rental amounts due under the leases are generally subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse us for increases in certain operating costs and real estate taxes above their base year costs.

The components of lease income from operating ~~lease revenues~~leases during the quarters ended March 31, 2021 and 2020 were as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Fixed lease payments	Fixed lease payments	$	171,866	$	214,282	$	538,601	$	641,007	Fixed lease payments	$	164,679	$	194,224
Variable lease payments	Variable lease payments	21,979		32,581		70,892		88,539		Variable lease payments	25,279		27,168
Total lease payments(1)	Total lease payments(1)	$	193,845	$	246,863	$	609,493	$	729,546	Total lease payments(1)	$	189,958	$	221,392
Amortization of acquired above and below-market leases	Amortization of acquired above and below-market leases	1,670		1,165		4,539		3,559		Amortization of acquired above and below-market leases	(1,869)		1,239
Total rental revenue	Total rental revenue	$	195,515	$	248,028	$	614,032	$	733,105	Total rental revenue	$	188,089	$	222,631

(1)Amounts include $65.8 million and $66.3 million of sublease income during the three months ended March 31, 2021 and 2020, respectively.

The components of lease income from sales-type ~~lease revenues~~leases during the quarters ended March 31, 2021 and 2020 were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Loss recognized at commencement, net(1)
$ (5,973) $ 0 $ (5,973) $ 0
Interest income(2)
484 0 484 0
Total loss recognized on sales-type leases $ (5,489) $ 0 $ (5,489) $ 0


	Three Months Ended March 31,
	2021		2020

Interest income (1)	$	1,101	$	0

(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~~Other income in our consolidated statements of operations.

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

19. Commitments and Contingencies

Legal Proceedings

As of ~~September 30, 2020,~~March 31, 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.

Environmental Matters

Our management believes that the properties are in compliance in all material respects with applicable Federal, state and local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.

~~Ground~~ Lease Arrangements

We are a tenant under ~~ground~~ leases for certain ~~properties.~~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 right of use asset.

Certain of our ~~ground~~ 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 ~~ground~~ lease arrangements as of ~~September 30, 2020:~~March 31, 2021:

Property (1)
Year of Current Expiration
Year of Final Expiration (2)
1185 Avenue of the Americas 2043 2043
625 Madison Avenue 2022 2054
420 Lexington Avenue 2050 2080
711 Third Avenue (3)
2033 2083
461 Fifth Avenue (4)
2027 2084
1055 Washington Blvd, Stamford, Connecticut 2090 2090
1080 Amsterdam Avenue (5)
2111 2111
30 East 40th Street (5)
2114 2114
126 Nassau Street (4)(6)
2119 2119
Other Various Various


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
461 Fifth Avenue (5)	2027	2084
1080 Amsterdam Avenue (6)	2111	2111
15 Beekman (7)(8)	2119	2119

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

(2)Reflects exercise of all available ~~renewal~~extension options.

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

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

~~(4)~~(5)In April 2021, the Company exercised its option to acquire the fee interest in the property. The transaction is expected to close in the second quarter of 2021. The lease is classified as a financing lease.

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

(7)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.

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

~~(6)~~(8)In August 2020, the Company entered into a long-term sublease with an unconsolidated joint venture as part of the capitalization of the ~~126 Nassau Street~~15 Beekman development project. See Note 6, "Investments in Unconsolidated Joint Ventures."

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

The following is a schedule of future minimum lease payments as evaluated in accordance with ASC 842 for our financing leases and operating leases with initial terms in excess of one year as of ~~September 30, 2020~~March 31, 2021 (in thousands):

Financing leases
Operating leases (1)
Remaining 2020 $ 1,974 $ 7,363
2021 34,885 29,452
2022 5,881 27,148
2023 5,927 24,844
2024 5,999 24,863
2025 6,266 24,962
Thereafter 1,018,013 618,326
Total minimum lease payments $ 1,078,945 $ 756,958
Amount representing interest (903,962)
Amount discounted using incremental borrowing rate (398,539)
Lease liabilities $ 174,983 $ 358,419

~~(1)As of September 30, 2020, the total future minimum payments to be received under non-cancelable subleases is $1.7 billion.~~


	Financing leases		Operating leases
Remaining 2021	$	31,136	$	31,954
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	$	306,229	$	814,602
Amount representing interest	(153,607)
Amount discounted using incremental borrowing rate			(359,217)

Lease liabilities	$	152,622	$	455,385

The following table provides lease cost information for the Company's operating ~~and financing~~ leases for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 or 2020 ~~and 2019~~ (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Operating Lease Costs
Operating lease costs before capitalized operating lease costs $ 7,751 $ 8,315 $ 24,486 $ 24,918
Operating lease costs capitalized (778) (20) (2,315) (27)
Operating lease costs, net (1)
6,973 8,295 22,171 24,891
Financing Lease Costs
Interest on financing leases before capitalized interest 2,198 813 6,010 2,425
Interest on financing leases capitalized (588) 0 (2,378) 0
Interest on financing leases, net (2)
1,610 813 3,632 2,425
Amortization of right-of-use assets (3)
304 304 914 914
Financing lease costs, net 1,914 1,117 4,546 3,339


	Three Months Ended March 31,
Operating Lease Costs	2021		2020
Operating lease costs before capitalized operating lease costs	$	7,567	$	8,113
Operating lease costs capitalized	(828)		(746)
Operating lease costs, net (1)	$	6,739	$	7,367

(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 months ended March 31, 2021 or 2020 (in thousands):


	Three Months Ended March 31,
Financing Lease Costs	2021		2020
Interest on financing leases before capitalized interest	$	1,492	$	1,663
Interest on financing leases capitalized	0		(747)
Interest on financing leases, net (1)	1,492		916
Amortization of right-of-use assets (2)	180		305


Financing lease costs, net	$	1,672	$	1,221

~~(2)~~(1)These amounts are included in interest expense, net of interest income in our consolidated statements of operations.

~~(3)~~(2)These amounts are included in depreciation and amortization in our consolidated statements of operations.

As of ~~September 30, 2020,~~March 31, 2021, the weighted-average discount rate used to calculate the lease liabilities was ~~7.98%~~4.52%. As of ~~September 30, 2020,~~March 31, 2021, the weighted-average remaining lease term was 3227 years, inclusive of purchase options expected to be exercised.

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Notes to Consolidated Financial Statements (cont.)

~~September 30, 2020~~March 31, 2021

(unaudited)

20. Segment Information

The Company has 2 reportable segments, real estate and debt and preferred equity investments. We evaluate real estate performance and allocate resources based on earnings 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,~~March 31, 2021 and 2020, ~~and 2019,~~ and selected asset information as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~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, 2020 $ 226,856 $ 22,988 $ 249,844
September 30, 2019 262,115 51,519 313,634
Nine months ended:
September 30, 2020 $ 716,382 $ 101,464 817,846
September 30, 2019 777,745 153,168 930,913
Net income
Three months ended:
September 30, 2020 $ 10,097 $ 10,580 $ 20,677
September 30, 2019 6,133 34,589 40,722
Nine months ended:
September 30, 2020 $ 161,388 $ 53,030 214,418
September 30, 2019 168,639 98,593 267,232
Total assets
As of:
September 30, 2020 $ 11,079,252 $ 1,244,787 $ 12,324,039
December 31, 2019 11,063,155 1,703,165 12,766,320


	Real Estate Segment		Debt and Preferred Equity Segment		Total Company
Total revenues
Three months ended:
March 31, 2021	$	206,829	$	19,273	$	226,102
March 31, 2020	275,770		38,533		314,303



Net (loss) income
Three months ended:
March 31, 2021	$	(20,027)	$	16,172	$	(3,855)
March 31, 2020	111,233		15,881		127,114



Total assets
As of:
March 31, 2021	$	10,896,203	$	1,147,842	$	12,044,045
December 31, 2020	10,579,899		1,127,668		11,707,567

Interest costs for the debt and preferred equity segment include actual costs incurred for borrowings on the 2017 MRA and the FHLB Facility. Interest is imputed on the investments that do not collateralize the 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 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,~~March 31, 2021, marketing, general and administrative expenses totaled $22.9 million. For the three months ended March 31, 2020, marketing, general and administrative expenses totaled $23.6 million and $66.7 million, respectively. For the three and nine months ended September 30, 2019, marketing, general and administrative expenses totaled $23.8 million and $75.3 million, respectively.$19.6 million. All other expenses, except interest, relate entirely to the real estate assets.

There were no transactions between the above two segments.

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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, engaged in the acquisition, development, ownership, management and operation of commercial and residential 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.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report on this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.


			Consolidated		Unconsolidated		Total							Consolidated		Unconsolidated		Total
Location	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)		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:	Commercial:										Commercial:
Manhattan	Manhattan	Office	18	10,647,191	11	11,841,483	29	22,488,674	93.1	%	Manhattan	Office		18	10,526,345	9	10,869,183	27	21,395,528	93.4	%
		Retail	4	44,189	8	289,050	12	333,239	94.0	%		Retail		1	10,040	9	301,996	10	312,036	94.6	%
		Development/Redevelopment	10	2,908,362	2	1,755,610	12	4,663,972	N/A			Development/Redevelopment	(1)	9	1,890,614	3	2,927,782	12	4,818,396	N/A
		Fee Interest	—	—	1	—	1	—	—	%
			32	13,599,742	22	13,886,143	54	27,485,885	93.1	%				28	12,426,999	21	14,098,961	49	26,525,960	93.5	%
Suburban	Suburban	Office	8	1,044,800	—	—	8	1,044,800	85.0	%	Suburban	Office		7	862,800	—	—	7	862,800	81.6	%
		Retail	1	52,000	—	—	1	52,000	100.0	%
		Development/Redevelopment	—	—	—	—	—	—	—	%
			9	1,096,800	—	—	9	1,096,800	85.7	%
Total commercial properties	Total commercial properties		41	14,696,542	22	13,886,143	63	28,582,685	92.7	%	Total commercial properties			35	13,289,799	21	14,098,961	56	27,388,760	93.0	%
Residential:	Residential:										Residential:
Manhattan	Manhattan	Residential	1	82,250	8	1,663,774	9	1,746,024	78.8	%	Manhattan	Residential		1	82,250	8	1,663,774	9	1,746,024	79.1	%
Total residential properties			1	82,250	8	1,663,774	9	1,746,024	78.8	%

Total portfolio	Total portfolio		42	14,778,792	30	15,549,917	72	30,328,709	91.9	%	Total portfolio			36	13,372,049	29	15,762,735	65	29,134,784	92.2	%

As of ~~September 30, 2020,~~March 31, 2021, we also managed two office buildings owned by third parties encompassing approximately 2.1 million square feet (unaudited), and held debt and preferred equity investments with a book value of ~~$1.15~~$1.1 billion, excluding $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.

Critical Accounting Policies

Refer to the ~~2019~~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, ~~reserve for possible credit losses~~ and ~~derivative instruments.~~debt and preferred equity investments. During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, there were no material changes to these ~~policies, other than the adoption of the Accounting Standards Codification Topic 326,~~ ~~Financial Instruments - Credit Losses, described in Note 2 - Significant Accounting Policies and Note 5 -~~ ~~Debt and Preferred Equity Investments~~ ~~to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.~~policies.

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Results of Operations

Beginning in late 2019, a novel strain of Coronavirus (“COVID-19”) began to spread throughout the world, including the United States, ultimately being declared a pandemic by the World Health Organization. The COVID-19 pandemic has caused, and continues to cause, severe disruptions with wide ranging impacts to the global economy and everyday life. ~~We expect that our~~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 for at least the duration of the COVID-19 pandemic and ~~possibly~~likely longer. This ~~has~~could also ~~caused~~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, 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, 2020~~March 31, 2021 to the three months ended ~~September 30, 2019~~March 31, 2020

The following comparison for the three months ended ~~September 30, 2020,~~March 31, 2021, or ~~2020,~~2021, to the three months ended ~~September 30, 2019,~~March 31, 2020, or ~~2019,~~2020, makes reference to the effect of the following:

i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, ~~2019~~2020 and still owned by us in the same manner at ~~September 30, 2020~~March 31, 2021 (Same-Store Properties totaled 3025 of our 4236 consolidated operating ~~properties)~~buildings),

ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in ~~2020~~2021 and ~~2019~~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 ~~2020~~2021 and ~~2019,~~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										Same-Store								Disposed				Other								Consolidated
(in millions)	(in millions)	2020		2019		$ Change		% Change		2020		2019		2020		2019		2020		2019			$ Change		% Change		(in millions)	2021		2020		$ Change		% Change		2021		2020		2021				2020				2021				2020				$ Change		% Change

Rental revenue	Rental revenue	$	184.3	$	193.7	$	(9.4)	(4.9)	%	$	0.5	$	18.3	$	10.7	$	36.0	$	195.5	$	248.0		$	(52.5)	(21.2)	%	Rental revenue	$	161.7	$	173.7	$	(12.0)	(6.9)	%	$	0.4	$	16.1	$	26.0			$	32.8			$	188.1			$	222.6			$	(34.5)	(15.5)	%

Investment income	Investment income	—		—		—		—	%	—		—		23.0		51.5		23.0		51.5			(28.5)		(55.3)	%	Investment income	—		—		—		—	%	—		—		19.3				38.5				19.3				38.5				(19.2)		(49.9)	%
Other income	Other income	20.9		6.2		14.7		237.1	%	0.6		—		9.8		7.9		31.3		14.1			17.2		122.0	%	Other income	—		0.4		(0.4)		(100.0)	%	—		—		18.7				52.7				18.7				53.1				(34.4)		(64.8)	%
Total revenues	Total revenues	205.2		199.9		5.3		2.7	%	1.1		18.3		43.5		95.4		249.8		313.6			(63.8)		(20.3)	%	Total revenues	161.7		174.1		(12.4)		(7.1)	%	0.4		16.1		64.0				124.0				226.1				314.2				(88.1)		(28.0)	%

Property operating expenses	Property operating expenses	87.6		91.7		(4.1)		(4.5)	%	0.5		10.2		8.3		15.9		96.4		117.8			(21.4)		(18.2)	%	Property operating expenses	76.1		81.5		(5.4)		(6.6)	%	0.1		7.6		18.2				18.8				94.4				107.9				(13.5)		(12.5)	%

Marketing, general and administrative	Marketing, general and administrative	—		—		—		—	%	—		—		23.6		23.8		23.6		23.8			(0.2)		(0.8)	%	Marketing, general and administrative	—		—		—		—	%	—		—		22.9				19.6				22.9				19.6				3.3		16.8	%
		87.6		91.7		(4.1)		(4.5)	%	0.5		10.2		31.9		39.7		120.0		141.6			(21.6)		(15.3)	%		76.1		81.5		(5.4)		(6.6)	%	0.1		7.6		41.1				38.5				117.4				127.4				(10.3)		(8.1)	%

Other income (expenses):	Other income (expenses):																							Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income	Interest expense and amortization of deferred financing costs, net of interest income																	(26.7)		(51.2)			24.5		(47.9)	%	Interest expense and amortization of deferred financing costs, net of interest income																					(27.2)				(40.0)				12.8		(32.0)	%
Depreciation and amortization	Depreciation and amortization																	(92.5)		(70.5)			(22.0)		31.2	%	Depreciation and amortization																					(63.0)				(68.3)				5.3		(7.8)	%
Equity in net loss from unconsolidated joint ventures	Equity in net loss from unconsolidated joint ventures																	(0.4)		(9.9)			9.5		(96.0)	%	Equity in net loss from unconsolidated joint ventures																					(2.9)				(12.8)				9.9		(77.3)	%

Equity in net loss on sale of interest in unconsolidated joint venture/real estate																						Equity in net loss on sale of interest in unconsolidated joint venture/real estate																				(12.6)				—				(12.6)				100.0	%
Purchase price and other fair value adjustments	Purchase price and other fair value adjustments																	—		3.8			(3.8)		(100.0)	%	Purchase price and other fair value adjustments																					2.7				—				2.7		100.0	%
Gain on sale of real estate, net																		26.1		3.5			22.6		646	%
(Loss) gain on sale of real estate, net																						(Loss) gain on sale of real estate, net																				(1.4)				72.6				(74.0)				(101.9)	%
Depreciable real estate reserves and impairment	Depreciable real estate reserves and impairment																	(6.6)		(7.0)			0.4		(5.7)	%	Depreciable real estate reserves and impairment																					(8.2)				—				(8.2)		100.0	%

Loan loss and other investment reserves, net of recoveries	Loan loss and other investment reserves, net of recoveries																	(9.0)		—			(9.0)		100.0	%	Loan loss and other investment reserves, net of recoveries																					—				(11.2)				11.2		(100.0)	%

Net income																		$	20.7	$	40.7		$	(20.0)	(49.1)	%
Net (loss) income																						Net (loss) income																				$	(3.9)			$	127.1			$	(131.0)			(103.1)	%

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Rental Revenue

Rental revenues decreased primarily due to a) our Disposed Properties ($~~17.8~~15.7 million), ~~Credit Suisse vacating its space at~~b) One Madison Avenue being vacated in ~~January~~the first quarter of 2020 pursuant to ~~an agreement to terminate its lease early so~~ the ~~property can be redeveloped~~property's redevelopment ($~~12.6~~5.0 million), and c) lower contribution from our Same-Store properties ($~~9.4~~12.0 million) driven by ~~reserves against billed tenant receivables and straight-line rent, and~~ increased vacancy at ~~625 Madison~~1185 Avenue ~~which is expected to be redeveloped~~of the Americas ($~~8.8~~4.1 million) and 485 Lexington Avenue ($2.6 million).

The following table presents a summary of the commenced leasing activity for the three months ended ~~September 30, 2020~~March 31, 2021 in our Manhattan portfolio:


		Usable SF	Rentable SF	New Cash Rent (per rentable SF) (1)		Prev. Escalated Rent (per rentable SF) (2)		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)		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	Manhattan											Manhattan
Space available at beginning of the period	Space available at beginning of the period	1,393,574										Space available at beginning of the period	1,717,735

Sold Vacancies												Sold Vacancies	(28,174)

Acquired Vacancies		32,514

Properties in redevelopment												Properties in redevelopment	(257,789)
Space which became available during the period (3)	Space which became available during the period (3)											Space which became available during the period (3)
• Office	• Office	381,260										• Office	344,790
• Retail	• Retail	21,479										• Retail	44,808
• Storage		2,673

		405,412											389,598
Total space available	Total space available	1,831,500										Total space available	1,821,370
Leased space commenced during the period:	Leased space commenced during the period:											Leased space commenced during the period:
• Office(4)	• Office(4)	250,561	274,540	$	69.78	$	67.28	$	48.65	7.3	7.1	• Office(4)	367,579	387,375	$	69.12	$	66.37	$	91.94	7.6	10.4
• Retail	• Retail	10,057	10,240	$	267.75	$	302.11	$	—	5.7	2.4	• Retail	39,251	38,063	$	38.51	$	68.42	$	—	—	10.2
• Storage		580	528	$	21.86	$	21.86	$	—	8.0	5.7

Total leased space commenced	Total leased space commenced	261,198	285,308	$	76.80	$	75.35	$	46.81	7.3	7.2	Total leased space commenced	406,830	425,438	$	66.38	$	66.75	$	83.71	6.9	10.3

Total available space at end of period	Total available space at end of period	1,570,302										Total available space at end of period	1,414,540

Early renewals	Early renewals											Early renewals
• Office	• Office	66,075	75,439	$	66.32	$	67.31	$	1.54	4.5	4.5	• Office	121,026	121,432	$	53.72	$	51.82	$	0.18	1.0	1.0
• Retail	• Retail	1,819	1,913	$	98.22	$	101.87	$	—	2.0	1.0	• Retail	36,649	63,679	$	92.63	$	80.66	$	—	0.6	4.9

Total early renewals	Total early renewals	67,894	77,352	$	67.11	$	68.16	$	1.50	4.4	4.4	Total early renewals	157,675	185,111	$	67.11	$	61.74	$	0.12	0.9	2.4

Total commenced leases, including replaced previous vacancy	Total commenced leases, including replaced previous vacancy											Total commenced leases, including replaced previous vacancy
• Office	• Office		349,979	$	69.03	$	67.29	$	38.49	6.7	6.5	• Office		508,807	$	65.44	$	60.33	$	70.04	6.0	8.1
• Retail	• Retail		12,153	$	241.06	$	264.70	$	—	5.1	8.1	• Retail		101,742	$	72.39	$	76.08	$	—	0.4	6.9
• Storage			528	$	21.86	$	21.86	$	—	8.0	5.7

Total commenced leases	Total commenced leases		362,660	$	74.73	$	73.59	$	37.15	6.7	6.6	Total commenced leases		610,549	$	66.60	$	64.40	$	58.37	2.5	7.9

(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 ~~$67.94~~$58.70 per rentable square feet for ~~230,372~~171,193 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was ~~$67.54~~$56.64 per rentable square feet for ~~305,811~~292,625 rentable square feet.

~~Table of Contents~~

Investment Income

For the three months ended ~~September 30, 2020,~~March 31, 2021, investment income decreased primarily as a result of a decrease in the weighted average balance and weighted average yield of our debt and preferred equity investments. For the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the weighted average debt and preferred equity investment balance outstanding and weighted average yield were ~~$1.2~~$1.1 billion and ~~7.0%~~6.8% compared to ~~$2.1~~$1.8 billion and ~~9.0%~~8.3%, respectively.

Other Income

Other income ~~increased~~decreased primarily due to ~~$24.3 million~~the receipt of incremental income ~~derived~~ from ~~a legal settlement offset by $4.1 million~~Credit Suisse at One Madison Avenue in the first quarter of ~~related costs.~~2020 ($45.2 million), compared to lease termination income in the first quarter of 2021 ($9.9 million).

Table of Contents

Property Operating Expenses

Property operating expenses decreased primarily due to a reduction in variable operating expenses, such as utilities, cleaning, and security, at our Same-Store properties ($~~4.8~~6.5 million) as a result of lower physical occupancy at the properties during the first quarter of 2021 related to COVID-19 and decreased operating expenses and real estate taxes at our Disposed properties ($~~5.5~~3.6 million and ~~$4.2~~$3.7 million, respectively) ~~and 625 Madison Avenue ($1.8 million and $2.7 million, respectively). This was partially offset by increased real estate taxes at our Same-Store properties ($1.3 million)~~.

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses ~~decreased~~increased to ~~$23.6~~$22.9 million for the three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$23.8~~$19.6 million for the same period in ~~2019~~2020 due to ~~reduced~~an increase in share-based compensation ~~expense.~~expense as a result of stock price volatility.

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~~as a result of lower interest ~~capitalization at One Madison Avenue pursuant to the redevelopment, repayments of $250.0 million of~~expense from senior unsecured notes ~~and~~($5.4 million), the 2017 ~~master repurchase agreement in 2020, the sale of 315 West 33rd Street - "The Olivia",~~revolving credit facility ($4.5 million) and term loans ($3.4 million) resulting from a ~~significant~~ decrease in the average LIBOR ~~rates~~rate during the three months ended ~~September 30, 2020~~March 31, 2021 compared to the three months ended ~~September 30, 2019. These reductions were partially offset by the new mortgage financing of 220 East 42nd that closed in the second quarter of~~March 31, 2020. The weighted average consolidated debt balance outstanding was ~~$5.6~~$5.4 billion for the three months ended ~~September 30, 2020,~~March 31, 2021, compared to $6.1 billion for the three months ended ~~September 30, 2019.~~March 31, 2020. The consolidated weighted average ~~consolidated~~ interest rate was ~~2.91%~~2.88% for the three months ended ~~September 30, 2020,~~March 31, 2021, as compared to ~~4.04%~~3.62% for the three months ended ~~September 30, 2019.~~March 31, 2020.

Depreciation and Amortization

Depreciation and amortization ~~increased primarily~~decreased due to ~~accelerated~~ depreciation and amortization at ~~One Madison Avenue related to the property's redevelopment~~our Same Store properties ($~~30.3~~6.7 million) and Disposed properties ($2.7 million), partially offset by the ~~decreased~~increased depreciation and amortization at our ~~Disposed~~Acquired properties ~~and properties transferred to redevelopment~~ ($~~6.3~~5.0 million).

Equity in Net Loss from Unconsolidated Joint Ventures

Equity in net loss from unconsolidated joint ventures decreased primarily as a result of ~~increased contribution 280 Park Avenue resulting from~~ lower ~~interest~~depreciation expense at certain unconsolidated joint venture properties ($~~3.3 million) and a tax abatement benefit recognized in 2020 ($2.4 million), and the addition of 885 Third Avenue in 2020 ($3.6~~6.7 million).

Equity in net ~~gain~~loss on sale of interest in unconsolidated joint venture/real estate

WeDuring the three months ended March 31, 2021, we recognized a loss on sale related to our interests in 55 West 46th Street ($15.2 million). During the three months ended March 31, 2020, we did not sell any joint venture interests or ~~properties during the three months ended September 30, 2020 or 2019.~~properties.

Purchase price and other fair value adjustments

During the three months ended ~~September 30,~~March 31, 2021, we recorded $2.7 million of purchase price and other fair value adjustments related to One Madison Avenue. During the three months ended March 31, 2020, we did not record any purchase price and other fair value adjustments. During the three months ended September 30, 2019, we sold a 49% interest in 115 Spring Street to a private investor. The transaction resulted in the deconsolidation of our remaining 51% interest. We recorded our retained investment at fair value which resulted in the recognition of a fair value adjustment of $3.8 million.

~~Gain~~(Loss) gain on sale of real estate, net

During the three months ended ~~September 30, 2020,~~March 31, 2021, we recognized ~~gains~~a loss on ~~sales~~sale related to our interest in ~~126 Nassau Street~~712 Madison Avenue ($~~17.7 million) and 400 East 58th Street ($8.3~~1.4 million). During the three months ended ~~September 30, 2019,~~March 31, 2020, we recognized a gain on sale related to our interest in ~~115 Spring~~315 West 33rd Street ("The Olivia") ($~~3.6~~72.3 million).

Depreciable real estate reserves and impairment

~~Table of Contents~~

During the three months ended ~~September 30, 2020,~~March 31, 2021, we recognized depreciable real estate reserves and ~~impairment~~impairments related to ~~712 Madison Avenue~~a) 400 East 57th Street ($~~6.6~~5.7 million), and b) 106 Spring Street ($2.7 million), as offset by c) 133 Greene Street ($0.2 million). During the three months ended ~~September 30, 2019,~~March 31, 2020, we ~~recognized~~did not record any recognize any depreciable real estate ~~reserves and impairment related to 1010 Washington Boulevard ($7.0 million).~~reserves.

Loan loss and other investment reserves, net of recoveries

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, 2020 to the nine months ended September 30, 2019~~

~~The following comparison for the nine months ended September 30, 2020, or 2020, to the nine months ended September 30, 2019, or 2019, makes reference to the effect of the following:~~

i.~~“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2019 and still owned by us in the same manner at September 30, 2020 (Same-Store Properties totaled 30~~ ~~of our 42 consolidated operating properties),~~

~~ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2020 and 2019 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 2020 and 2019, 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) 2020 2019 $
Change %
Change 2020 2019 2020 2019 2020 2019 $
Change %
Change
Rental revenue $ 557.9 $ 573.3 $ (15.4) (2.7) % $ 16.2 $ 60.3 $ 39.9 $ 99.5 $ 614.0 $ 733.1 $ (119.1) (16.2) %
Investment income — — — — % — — 101.5 153.2 101.5 153.2 (51.7) (33.7) %
Other income 32.1 7.5 24.6 328.0 % 5.8 8.9 64.5 28.2 102.4 44.6 57.8 129.6 %
Total revenues 590.0 580.8 9.2 1.6 % 22.0 69.2 205.9 280.9 817.9 930.9 (113.0) (12.1) %
Property operating expenses 258.4 268.7 (10.3) (3.8) % 7.2 29.9 29.2 45.2 294.8 343.8 (49.0) (14.3) %
Transaction related costs — — — — % — — 0.5 0.4 0.5 0.4 0.1 25.0 %
Marketing, general and administrative — — — — % — — 66.7 75.3 66.7 75.3 (8.6) (11.4) %
258.4 268.7 (10.3) (3.8) % 7.2 29.9 96.4 120.9 362.0 419.5 (57.5) (13.7) %
Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income (99.4) (154.4) 55.0 (35.6) %
Depreciation and amortization (256.7) (208.3) (48.4) 23.2 %
Equity in net loss from unconsolidated joint ventures (15.4) (22.6) 7.2 (31.9) %
Equity in net gain on sale of interest in unconsolidated joint venture/real estate — 76.2 (76.2) (100.0) %
Purchase price and other fair value adjustments — 69.4 (69.4) (100.0) %
Gain on sale of real estate, net 163.6 2.5 161.1 6,444 %
Depreciable real estate reserves and impairment (6.6) (7.0) 0.4 (5.7) %
Loan loss and other investment reserves, net of recoveries (27.0) — (27.0) 100.0 %
Net income $ 214.4 $ 267.2 $ (52.8) (19.8) %

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~~Rental Revenue~~

Rental revenue decreased primarily due to our Disposed Properties ($44.1 million), Credit Suisse vacating its space at One Madison Avenue in January 2020 pursuant to an agreement to terminate its lease early so the property can be redeveloped ($33.6 million), increased vacancy at 625 Madison Avenue, which is expected to be redeveloped ($23.0 million), and lower contribution from our Same-Store properties ($15.4 million) driven by reserves against billed tenant receivables and straight-line rent.

~~The following table presents a summary of the commenced leasing activity for the nine months ended September 30, 2020 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 1,306,757
Acquired vacancies 32,514
Property in redevelopment (10,695)
Space which became available during the period (3)

•       Office 757,433
•       Retail 90,384
•       Storage 5,784
853,601
Total space available 2,182,177
Leased space commenced during the period:
•       Office(4)
512,873 552,232 $ 71.83 $ 69.93 $ 58.59 6.6 10.0
•       Retail 98,000 94,164 $ 154.87 $ 107.30 $ 71.15 9.5 13.5
•       Storage 1,002 950 $ 38.17 $ 37.41 $ — 4.4 3.6
Total leased space commenced 611,875 647,346 $ 83.86 $ 75.10 $ 60.33 7.0 10.5
Total available space at end of period 1,570,302
Early renewals
•       Office 279,964 280,533 $ 72.25 $ 72.57 $ 3.84 4.7 4.1
•       Retail 67,394 4,653 $ 112.13 $ 115.80 $ — — 0.8
•       Storage 13,745 4,982 $ 41.51 $ 40.73 $ — 2.7 7.2
Total early renewals 361,103 290,168 $ 72.36 $ 74.37 $ 4.51 3.0 7.2
Total commenced leases, including replaced previous vacancy
•       Office 832,765 $ 71.97 $ 70.97 $ 40.15 5.9 8.0
•       Retail 98,817 $ 152.85 $ 107.82 $ 67.80 9.1 12.9
•       Storage 5,932 $ 40.97 $ 40.20 $ — 3.0 6.6
Total commenced leases 937,514 $ 80.30 $ 74.23 $ 42.81 6.2 8.5

~~(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 $69.70 per rentable square feet for 431,624 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $70.71 per rentable square feet for 712,157 rentable square feet.

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~~Investment Income~~

For the nine months ended September 30, 2020, investment income decreased primarily as a result of a decrease in the weighted average balance and weighted average yield of our debt and preferred equity investments. For the nine months ended September 30, 2020 and 2019, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $1.5 billion and 7.9% compared to $2.2 billion and 9.3%, respectively.

~~Other Income~~

Other income increased primarily due to higher lease termination income for the nine months ended September 30, 2020 as compared to the same period in 2019 ($49.4 million), driven by lease termination income related to Credit Suisse vacating its space at One Madison Avenue in January 2020 pursuant to an agreement to terminate its lease early so the property can be redeveloped ($40.9 million), and due to $24.3 million of income derived from a legal settlement offset by $4.1 million of related costs.

~~Property Operating Expenses~~

Property operating expenses decreased primarily due to a reduction in variable operating expenses, such as utilities, cleaning, and security, at our Same-Store Properties ($15.8 million) as a result of lower physical occupancy at the properties related to COVID-19, and decreased operating expenses and real estate taxes at our Disposed Properties ($13.5 million and $9.2 million, respectively).

~~Marketing, General and Administrative Expenses~~

Marketing, general and administrative expenses decreased to $66.7 million for the nine months ended September 30, 2020, compared to $75.3 million for the same period in 2019 due to reduced compensation expense.

~~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 at One Madison Avenue pursuant to the property's redevelopment, repayments of $250.0 million of senior unsecured notes and the 2017 master repurchase agreement in 2020, the sale of 315 West 33rd Street - "The Olivia", and significant a decrease in average LIBOR rates during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. These reductions were partially offset by the new mortgage financing of 220 East 42nd that closed in the second quarter of 2020. The weighted average consolidated debt balance outstanding was $6.0 billion for the nine months ended September 30, 2020, compared to $6.1 billion for the nine months ended September 30, 2019. The consolidated weighted average interest rate was 3.11% for the nine months ended September 30, 2020, as compared to 4.05% for the nine months ended September 30, 2019.

~~Depreciation and Amortization~~

Depreciation and amortization increased primarily due to accelerated depreciation at One Madison Avenue related to the redevelopment of the property ($59.4 million), partially offset by decreased depreciation and amortization at our Disposed properties ($11.1 million).

~~Equity in Net Loss from Unconsolidated Joint Ventures~~

Equity in net loss from unconsolidated joint ventures decreased primarily as a result of increased contribution from 280 Park Avenue resulting from lower interest expense ($7.7 million), a tenant-related charge in 2019 ($3.7 million), and a tax abatement benefit recognized in 2020 ($2.4 million). This was partially offset by an increase in depreciation expense at our unconsolidated joint venture properties ($8.2 million).

~~Equity in net gain on sale of interest in unconsolidated joint venture/real estate~~

~~During the nine months ended September 30, 2020,~~March 31, 2021 we did not ~~sell~~recognize any joint venture interests or properties. During the nine months ended September 30, 2019, we recognized a gain on the sale of our interests in 521 5th Avenue ($57.4 million) and 131 Spring Street ($16.7 million).

~~Purchase price and other fair value adjustments~~

During the nine months ended September 30, 2020, the Company did not record any purchase price and other fair value adjustments. During the nine months ended September 30, 2019, we sold a 49% interest in 115 Spring Street to a private investor. The transaction resulted in the deconsolidation of our remaining 51% interest. We recorded our retained investment at fair value which resulted in the recognition of a fair value adjustment of $3.8 million.

In May 2019, we closed on the acquisition of a majority and controlling interest in 460 West 34th Street. We recorded the assets acquired and liabilities assumed at fair value which resulted in the recognition of a fair value adjustment of $67.6 million.

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~~Gain on sale of real estate, net~~

During the nine months ended September 30, 2020, we recognized gains from the sales related to our interests in 315 West 33rd Street - "The Olivia" ($72.3 million), the retail condominium at 609 Fifth Avenue ($65.4 million), 126 Nassau Street ($17.7 million) and 400 East 58th Street ($8.3 million). During the nine months ended September 30, 2019, the Company recognized a gain on sale of $3.6 million related to our interest in 115 Spring Street.

~~Depreciable real estate reserves and impairment~~

~~During the~~ nine months ended September 30, 2020, we recognized depreciable real estate reserves and impairment related to 712 Madison Avenue ($6.6 million). During the nine months ended September 30, 2019, we recognized depreciable real estate reserves and impairment related to 1010 Washington Boulevard ($7.0 million).

~~Loan~~loan loss and other investment ~~reserves, net of recoveries~~

reserves. During the ~~nine~~three months ended ~~September 30,~~March 31, 2020, we recorded ~~$12.3 million of losses related to certain Debt and Preferred Equity investments that were sold and $14.7~~$11.2 million of loan loss and other investment reserves in conjunction with recording ~~Debt~~debt and ~~Preferred Equity Investments~~preferred equity investments and other financing receivables at the net amount expected to be collected.

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 and for debt and preferred equity investments will include:

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(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.

As of the date of this filing, we have collected gross tenant billings for the ~~third~~first quarter of ~~2020~~2021 of ~~92.7%~~96.9% overall, including ~~96.9%~~98.9% from office tenants and ~~70.2% from retail tenants. As of the date of this filing, we have collected gross tenant billings for October 2020 of 93.0% overall, including 96.4% from office tenants and 72.6%~~90.9% from retail tenants.

The combined aggregate principal maturities of our property mortgages and other loans payable, Master Repurchase Agreement ("MRA") ~~and Federal Home Loan Bank of New York ("FHLB") facilities,~~, corporate obligations and our share of joint venture debt, including as-of-right extension options, as of ~~September 30, 2020~~March 31, 2021 were as follows (in thousands):


		Remaining 2020		2021		2022		2023		2024		Thereafter		Total			Remaining 2021		2022		2023		2024		2025		Thereafter		Total
Property mortgages and other loans	Property mortgages and other loans	$	18,158	$	221,240	$	264,214	$	1,001,542	$	278,043	$	581,525	$	2,364,722	Property mortgages and other loans	$	176,901	$	264,200	$	566,594	$	278,029	$	823	$	581,116	$	1,867,663
MRA and FHLB facilities		—		60,000		—		—		—		—		60,000
MRA																MRA	—		—		—		—		—		—		—
Corporate obligations	Corporate obligations	—		350,000		800,000		1,490,000		200,000		200,000		3,040,000		Corporate obligations	350,000		800,000		1,930,000		200,000		100,000		100,000		3,480,000
Joint venture debt-our share	Joint venture debt-our share	10,867		1,444,277		268,952		311,436		618,140		1,935,202		4,588,874		Joint venture debt-our share	1,126,896		227,701		491,066		620,843		1,403,266		552,813		4,422,585
Total	Total	$	29,025	$	2,075,517	$	1,333,166	$	2,802,978	$	1,096,183	$	2,716,727	$	10,053,596	Total	$	1,653,797	$	1,291,901	$	2,987,660	$	1,098,872	$	1,504,089	$	1,233,929	$	9,770,248

As of ~~September 30, 2020,~~March 31, 2021, we had liquidity of ~~$1.6~~$1.2 billion, comprised of ~~$1.3~~$0.9 billion of availability under our revolving credit facility and ~~$0.2~~$0.3 billion of consolidated cash on hand, inclusive of ~~$27.7~~$23.8 million of marketable securities. This liquidity excludes ~~$107.4~~$96.2 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential

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refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt obligations, as described above, upon maturity, if not before.

We 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.

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.

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Cash, restricted cash, and cash equivalents were ~~$304.4~~$401.6 million and ~~$216.5~~$621.0 million at ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, representing ~~an increase~~a decrease of ~~$87.9~~$219.4 million. The ~~increase~~decrease was a result of the following changes in cash flows (in thousands):


		Nine Months Ended September 30,							Three Months Ended March 31,
		2020		2019		Change			2021		2020		Change
Net cash provided by operating activities	Net cash provided by operating activities	$	327,943	$	299,433	$	28,510	Net cash provided by operating activities	$	18,602	$	42,026	$	(23,424)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	$	375,023	$	(240,900)	$	615,923	Net cash provided by (used in) investing activities	$	20,181	$	(129,418)	$	149,599
Net cash used in financing activities		$	(639,947)	$	(121,102)	$	(518,845)
Net cash (used in) provided by financing activities								Net cash (used in) provided by financing activities	$	(9,971)	$	466,984	$	(476,955)

Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund dividend and distribution requirements.

Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings that meet our investment criteria. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, when compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we used cash primarily for the following investing activities (in thousands):


Acquisitions of real estate	$	~~174,750~~86,846
Capital expenditures and capitalized interest	~~(130,909)~~52,398
~~Escrow cash-capital improvements/acquisition deposits/deferred purchase price~~	~~228~~
Joint venture investments	~~74,326~~ (12,121)
Distributions from joint ventures	~~41,724~~ (33,824)
Proceeds from sales of real estate/partial interest in property	~~194,089~~ (28,356)
Debt and preferred equity and other investments	~~261,715~~75,181
Increase in net cash provided by investing activities	$	~~615,923~~140,124

Funds spent on capital expenditures, which are comprised of building and tenant improvements, ~~increased~~decreased from ~~$150.7~~$101.7 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 to ~~$281.7~~$49.3 million for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 due to ~~increased~~decreased spending on development and redevelopment 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 credit facilities, ~~our MRA facility, our FHLB facility,~~ senior unsecured notes, and construction loans. From time to time, the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, when compared to the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, we used cash for the following financing activities (in thousands):


Proceeds from our debt obligations	$	~~614,703~~ (685,712)
Repayments of our debt obligations	~~(868,328)~~45,235
Net distribution to noncontrolling interests	~~(2,981)~~(6,125)
Other financing activities	~~(18,820)~~6,788

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Proceeds from stock options exercised and DRSPP issuance	~~264~~185

Repurchase of common stock	~~(206,987)~~135,487
Redemption of preferred stock	~~(67,608)~~15,761
Acquisition of subsidiary interest from noncontrolling interest	~~24,255~~1,536
Dividends and distributions paid	~~6,657~~9,890
Decrease in net cash ~~used in~~provided by financing activities	$	~~(518,845)~~(476,955)

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, 2020, 73,040,291~~March 31, 2021, 69,353,606 shares of common stock and no shares of excess stock were issued and outstanding.

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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. 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.

Share Repurchase Program

In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we can ~~repurchase up to $1.0 billion of~~buy shares of our common stock. The Board of Directors has since authorized ~~four~~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 ~~2019~~2020 bringing the total program size to ~~$3.0~~$3.5 billion.

At ~~September 30, 2020,~~March 31, 2021, share repurchases, excluding the redemption of OP units, executed under the program were as follows:


Period	Period	Shares repurchased	Average price paid per share	Cumulative number of shares repurchased as part of the repurchase plan or programs	Period	Shares repurchased	Average price paid per share	Cumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 2017	Year ended 2017	8,342,411	$101.64	8,342,411	Year ended 2017	8,105,881	$104.61	8,105,881
Year ended 2018	Year ended 2018	9,744,911	$96.22	18,087,322	Year ended 2018	9,468,617	$99.03	17,574,498
Year ended 2019	Year ended 2019	4,596,171	$83.62	22,683,493	Year ended 2019	4,465,857	$86.06	22,040,355
Nine months ended September 30, 2020 (1)		6,243,165	$62.77	28,926,658
Year Ended 2020					Year Ended 2020	8,529,279	$62.39	30,569,634
Three Months Ended March 31, 2021					Three Months Ended March 31, 2021	1,306,460	$61.46	31,876,094

~~(1) Includes 216,101 shares~~

Table of ~~common stock repurchased by the Company in September 2020 that were settled in October 2020.~~Contents

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 ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively (dollars in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Shares of common stock issued	Shares of common stock issued	4,205		490		9,884		3,485		Shares of common stock issued	5,483		1,727
Dividend reinvestments/stock purchases under the DRSPP	Dividend reinvestments/stock purchases under the DRSPP	$	202	$	39	$	566	$	303	Dividend reinvestments/stock purchases under the DRSPP	$	351	$	166

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 of directors in April 2016 and its stockholders in June 2016 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 27,030,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of ~~September 30, 2020, 3.4~~March 31, 2021, 1.9 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.

Deferred Compensation Plan for Directors

During the ~~nine~~three months ended ~~September 30, 2020, 18,167~~March 31, 2021, 18,290 phantom stock units and ~~8,285~~12,064 shares of common stock were issued to our board of directors. We recorded compensation expense of ~~$0.2 million and $2.1~~$1.8 million during the three ~~and nine~~ months ended ~~September 30, 2020, respectively,~~March 31, 2021 related to the Deferred Compensation Plan. We recorded compensation expense of ~~$0.2 million and $2.2~~$1.8 million during the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 related to the Deferred Compensation Plan.

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As of ~~September 30, 2020,~~March 31, 2021, there were ~~138,189~~159,066 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

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Indebtedness

The table below summarizes our consolidated mortgages and other loans payable, 2017 credit facility, senior unsecured notes and trust preferred securities outstanding at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, (amounts in thousands).


Debt Summary:	Debt Summary:	September 30, 2020			December 31, 2019			Debt Summary:	March 31, 2021			December 31, 2020
Balance	Balance							Balance
Fixed rate	Fixed rate	$	1,988,268		$	2,536,286		Fixed rate	$	1,982,789		$	1,985,572
Variable rate—hedged	Variable rate—hedged	1,350,000			1,000,000			Variable rate—hedged	1,950,000			1,150,000
Total fixed rate	Total fixed rate	3,338,268			3,536,286			Total fixed rate	3,932,789			3,135,572
Total variable rate	Total variable rate	2,128,581			2,018,434			Total variable rate	1,416,521			1,827,677
Total debt	Total debt	$	5,466,849		$	5,554,720		Total debt	$	5,349,310		$	4,963,249

Debt, preferred equity, and other investments subject to variable rate	Debt, preferred equity, and other investments subject to variable rate	426,703			618,885			Debt, preferred equity, and other investments subject to variable rate	352,650			345,877
Net exposure to variable rate debt	Net exposure to variable rate debt	1,701,878			1,399,549			Net exposure to variable rate debt	1,063,871			1,481,800

Percent of Total Debt:	Percent of Total Debt:							Percent of Total Debt:
Fixed rate	Fixed rate	61.1		%	63.7		%	Fixed rate	73.5		%	63.2		%
Variable rate (1)	Variable rate (1)	38.9		%	36.3		%	Variable rate (1)	26.5		%	36.8		%
Total	Total	100.0		%	100.0		%	Total	100.0		%	100.0		%
Effective Interest Rate for the Year:	Effective Interest Rate for the Year:							Effective Interest Rate for the Year:
Fixed rate	Fixed rate	3.65		%	4.05		%	Fixed rate	3.09		%	3.65		%
Variable rate	Variable rate	2.32		%	3.93		%	Variable rate	2.18		%	2.30		%
Effective interest rate	Effective interest rate	2.91		%	3.85		%	Effective interest rate	2.88		%	2.91		%

(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 ~~33.8%~~21.3% and ~~28.4%~~32.1% as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR ~~(0.15%~~(0.11% and ~~1.76%~~0.14% at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively). Our consolidated debt at ~~September 30, 2020~~March 31, 2021 had a weighted average term to maturity of ~~3.09~~2.54 years.

Certain of our debt and equity investments and other investments, with carrying values of $0.4 billion at ~~September 30, 2020~~March 31, 2021 and ~~$0.6~~$0.3 billion at December 31, ~~2019,~~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 ~~33.8%~~21.3% and ~~28.4%~~32.1%, respectively.

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, 2020,~~March 31, 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.

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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, 2020,~~March 31, 2021, the facility fee was 20 basis points.

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 2017 credit facility 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, 2020~~March 31, 2021 and December 31, ~~2019,~~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. Based on the debt outstanding as of ~~September 30, 2020,~~March 31, 2021, a hypothetical 100 basis point increase in the floating rate interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by ~~$16.1~~$10.0 million and would increase our share of joint venture annual interest cost by ~~$19.8~~$20.8 million. At ~~September 30, 2020, 37.0%~~March 31, 2021, 32.1% of our ~~$1.15~~$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.

Our long-term debt of ~~$3.3~~$3.9 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, 2020~~March 31, 2021 bore interest based on a spread of LIBOR plus 18100 basis points to LIBOR plus 340 basis points.

Contractual Obligations

Refer to our ~~2019~~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 months ended ~~September 30, 2020.~~March 31, 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. 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, ~~2020,~~2021, we expect to incur ~~$22.9~~$75.0 million of recurring capital expenditures on existing consolidated properties and ~~$71.5~~$174.6 million of development or redevelopment expenditures on existing consolidated properties, of which ~~$41.1~~$56.0 million will be funded by construction financing facilities. We expect our share of capital expenditures at our joint venture properties will be ~~$140.3~~$220.0 million, of which ~~$92.1~~$185.9 million will be funded by construction financing facilities. 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.

Dividends/Distributions

We expect to pay cash dividends to our stockholders based on the distributions we receive from our Operating Partnership, which are generated by the collection of property revenues, net of operating expenses, 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.

Any dividend we pay may be in the form of cash, stock or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.

Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 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. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as ~~the~~ development ~~of One Vanderbilt.~~projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates.

Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.

Funds from Operations

FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

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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 compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our ability to make cash distributions.

FFO for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ are as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net income attributable to SL Green common stockholders		$	13,859	$	33,157	$	185,104	$	238,052
Net (loss) income attributable to SL Green common stockholders										Net (loss) income attributable to SL Green common stockholders	$	(7,464)	$	114,801
Add:	Add:									Add:
Depreciation and amortization	Depreciation and amortization	92,516		70,464		256,736		208,268		Depreciation and amortization	62,996		68,279
Joint venture depreciation and noncontrolling interest adjustments	Joint venture depreciation and noncontrolling interest adjustments	47,884		47,674		149,309		145,202		Joint venture depreciation and noncontrolling interest adjustments	55,702		56,318
Net income attributable to noncontrolling interests		1,216		1,095		11,218		9,782
Net (loss) income attributable to noncontrolling interests										Net (loss) income attributable to noncontrolling interests	(1,975)		5,909
Less:	Less:									Less:
Equity in net gain on sale of interest in unconsolidated joint venture/real estate		—		—		—		76,181
Equity in net loss on sale of interest in unconsolidated joint venture/real estate										Equity in net loss on sale of interest in unconsolidated joint venture/real estate	(12,629)		—
Depreciable real estate reserves and impairment	Depreciable real estate reserves and impairment	(6,627)		(7,047)		(6,627)		(7,047)		Depreciable real estate reserves and impairment	(8,241)		—
Gain on sale of real estate, net		26,104		3,541		163,624		2,492
(Loss) gain on sale of real estate, net										(Loss) gain on sale of real estate, net	(1,388)		72,636
Purchase price and other fair value adjustments	Purchase price and other fair value adjustments	—		3,799		—		69,389		Purchase price and other fair value adjustments	2,664		—
Depreciation on non-rental real estate assets	Depreciation on non-rental real estate assets	538		740		1,797		2,193		Depreciation on non-rental real estate assets	527		650
Funds from Operations attributable to SL Green common stockholders	Funds from Operations attributable to SL Green common stockholders	$	135,460	$	151,357	$	443,573	$	458,096	Funds from Operations attributable to SL Green common stockholders	$	128,326	$	172,021
Cash flows provided by operating activities	Cash flows provided by operating activities	$	103,638	$	81,518	$	327,943	$	299,433	Cash flows provided by operating activities	$	18,602	$	42,026
Cash flows (used in) provided by investing activities		$	(28,796)	$	225,504	$	375,023	$	(240,900)
Cash flows used in financing activities		$	(871,676)	$	(331,625)	$	(639,947)	$	(121,102)
Cash flows provided by (used in) investing activities										Cash flows provided by (used in) investing activities	$	20,181	$	(129,418)
Cash flows (used in) provided by financing activities										Cash flows (used in) provided by financing activities	$	(9,971)	$	466,984

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 New York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.

Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:

•the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;

•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, development and redevelopment, including the cost of construction delays and cost overruns;

•risks relating to debt and preferred equity investments;

•availability and creditworthiness of prospective tenants and borrowers;

•bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;

•adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;

•availability of 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 our status as a REIT;

•risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;

•the threat of terrorist attacks;

•our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and

•legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

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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 Risk" in this Quarterly Report on Form 10-Q for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 for the Company and the Operating Partnership and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Rate Risk" in the Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, ~~2019.~~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, 2020~~March 31, 2021 that have materially affected, or are 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, 2020~~March 31, 2021 that have materially affected, or are 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, 2020~~March 31, 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, ~~2019, other than the addition of the following risk factor:~~

~~The COVID-19 pandemic and health and safety measures intended to reduce its spread could adversely affect our business, results of operations, and financial condition.~~

Beginning in late 2019, a novel strain of Coronavirus (“COVID-19”) began to spread throughout the world, including the United States, ultimately being declared a pandemic by the World Health Organization. Over the past several months the pandemic has caused, and continues to cause, severe disruptions with wide ranging impacts to the global economy and everyday life. We expect that 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 for at least the duration of the COVID-19 pandemic and possibly longer. 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 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 other SEC filings and may have other adverse effects on our operations that we are not currently able to predict.

~~The scale and magnitude of~~ ~~adverse impacts could depend on, among other factors:~~

•~~the financial condition of our tenants and their ability or willingness to pay rent in full on a timely basis;~~

•~~the impact on rents and demand for office and retail space;~~

•~~the impact of new regulations or norms on physical space needs and expectations;~~

•~~the financial condition of the borrowers and sponsors of our debt and preferred equity investments and their ability or willingness to make interest and principal payments;~~

•~~the effectiveness of governmental measures aimed at slowing and containing the spread;~~

•~~the effect of changes in laws and regulation;~~

•~~the extent and terms associated with governmental relief programs;~~

•~~the ability of debt and equity markets to function and provide liquidity;~~

•~~the ability to avoid delays or cost increases associated with building materials or construction services necessary for development, redevelopment and tenant improvements; and~~

•~~our tenants’ ability to ensure business continuity in the event a continuity of operations plan is not effective or improperly implemented.~~

2020.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we can buy ~~up to $1.0 billion of~~ shares of our common stock. The Board of Directors has since authorized ~~four~~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 ~~2019~~2020 bringing the total program size to ~~$3.0~~$3.5 billion.

At ~~September 30, 2020,~~March 31, 2021, share repurchases, excluding the redemption of OP units, executed under the program were as follows:


Period	Period	Shares repurchased	Average price paid per share	Total number of shares repurchased as part of the repurchase plan or programs	Period	Shares repurchased 1	Average price paid per share 1	Total number of shares repurchased as part of the repurchase plan or programs 1
Year ended 2017	Year ended 2017	8,342,411	$101.64	8,342,411	Year ended 2017	8,105,881	$104.61	8,105,881
Year ended 2018	Year ended 2018	9,744,911	$96.22	18,087,322	Year ended 2018	9,468,617	$99.03	17,574,498
Year ended 2019	Year ended 2019	4,596,171	$83.62	22,683,493	Year ended 2019	4,465,857	$86.06	22,040,355
Nine months ended September 30, 2020 (1)		6,243,165	$62.77	28,926,658
Year Ended 2020					Year Ended 2020	8,529,279	$62.39	30,569,634
Three months ended March 31, 2021					Three months ended March 31, 2021	1,306,460	$61.46	31,876,094

(1) ~~Includes 216,101 shares of common~~Retroactively adjusted to reflect the reverse stock ~~repurchased by the Company~~split completed in ~~September 2020 that were settled in October 2020.~~January 2021.

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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


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			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 quarter ended ~~September 30, 2020,~~March 31, 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 Statements of Equity (unaudited), (v) Consolidated 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 5, 2020~~May 10, 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

/s/ Marc Holliday	Chairman of the Board of Directors and Chief Executive Officer and Director of SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer)	~~November 5, 2020~~May 10, 2021
Marc Holliday

/s/ Andrew W. Mathias	President and Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 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 5, 2020~~May 10, 2021
Matthew J. DiLiberto

/s/ Stephen L. Green	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
Stephen L. Green

/s/ John H. Alschuler, Jr.	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
John H. Alschuler, Jr.

/s/ Edwin T. Burton, III	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
Edwin T. Burton, III

/s/ John S. Levy	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
John S. Levy

/s/ Craig M. Hatkoff	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
Craig M. Hatkoff

/s/ Betsy S. Atkins	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
Betsy S. Atkins

/s/ Lauren B. Dillard	Director of SL Green, the sole general partner of the Operating Partnership	~~November 5, 2020~~May 10, 2021
Lauren B. Dillard

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SIGNATURES

SL GREEN OPERATING PARTNERSHIP, L.P.

By:

/s/ Matthew J. DiLiberto

Dated: ~~November 5, 2020~~May 10, 2021

Matthew J. DiLiberto

Chief Financial Officer

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	Amount of Loss Recognized in Other Comprehensive Loss				Location of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income
	Nine Months Ended September 30,					Nine Months Ended September 30,
Derivative	2020		2019				2020		2019
Interest Rate Swaps/Caps	$	(52,808)	$	(43,008)		Interest expense	$	(9,610)	$	886
Share of unconsolidated joint ventures' derivative instruments	(8,375)		(11,963)			Equity in net loss from unconsolidated joint ventures	(3,347)		713
	$	(61,183)	$	(54,971)			$	(12,957)	$	1,599


	Financing leases		Operating leases (1)
Remaining 2020	$	1,974	$	7,363
2021	34,885		29,452
2022	5,881		27,148
2023	5,927		24,844
2024	5,999		24,863
2025	6,266		24,962
Thereafter	1,018,013		618,326
Total minimum lease payments	$	1,078,945	$	756,958
Amount representing interest	(903,962)
Amount discounted using incremental borrowing rate			(398,539)

Lease liabilities	$	174,983	$	358,419