Fair Value Measurements | Fair Value Measurements ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities as well as certain U.S. Treasury securities that are highly liquid and are actively traded in secondary markets; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) investments in U.S. Treasury bills (classified as available-for-sale), (ii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iii) loans receivable (for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10")), (iv) interest rate swaps and caps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below, aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy. (Amounts in thousands) As of March 31, 2023 Total Level 1 Level 2 Level 3 Investments in U.S. Treasury bills (1) $ 276,645 $ 276,645 $ — $ — Deferred compensation plan assets ($11,209 included in restricted cash and $87,787 in other assets) 98,996 58,369 — 40,627 Loans receivable ($51,092 included in investments in partially owned entities and $4,177 in other assets) 55,269 — — 55,269 Interest rate swaps and caps (included in other assets) 129,208 — 129,208 — Total assets $ 560,118 $ 335,014 $ 129,208 $ 95,896 Mandatorily redeemable instruments (included in other liabilities) $ 49,383 $ 49,383 $ — $ — Interest rate swaps (included in other liabilities) 15,009 — 15,009 — Total liabilities $ 64,392 $ 49,383 $ 15,009 $ — (Amounts in thousands) As of December 31, 2022 Total Level 1 Level 2 Level 3 Investments in U.S. Treasury bills $ 471,962 $ 471,962 $ — $ — Deferred compensation plan assets ($7,763 included in restricted cash and $88,559 in other assets) 96,322 57,406 — 38,916 Loans receivable ($50,091 included in investments in partially owned entities and $4,306 in other assets) 54,397 — — 54,397 Interest rate swaps and caps (included in other assets) 183,804 — 183,804 — Total assets $ 806,485 $ 529,368 $ 183,804 $ 93,313 Mandatorily redeemable instruments (included in other liabilities) $ 49,383 $ 49,383 $ — $ — ____________________ (1) During the three months ended March 31, 2023, we realized proceeds of $200,000 from maturing U.S. Treasury bills. As of March 31, 2023, our investments in U.S. Treasury bills had an aggregate accreted cost of $276,615 and have remaining maturities of less than one year. As of December 31, 2022, our investments in U.S. Treasury bills had an aggregate accreted cost of $473,171. 13. Fair Value Measurements - continued Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued Deferred Compensation Plan Assets Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The period of time over which these underlying assets are expected to be liquidated is unknown. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements. The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3. (Amounts in thousands) For the Three Months Ended March 31, 2023 2022 Beginning balance $ 38,916 $ 45,016 Purchases 643 843 Sales (506) (907) Realized and unrealized gains (losses) 1,113 (1,240) Other, net 461 814 Ending balance $ 40,627 $ 44,526 Loans Receivable Loans receivable consist of loan investments in real estate related assets for which we have elected the fair value option under ASC 825-10. These investments are classified as Level 3. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these loans receivable. Unobservable Quantitative Input As of March 31, 2023 As of December 31, 2022 Discount rates 7.5% 7.5% Terminal capitalization rates 5.5% 5.5% The table below summarizes the changes in fair value of loans receivable that are classified as Level 3. (Amounts in thousands) For the Three Months Ended March 31, 2023 2022 Beginning balance $ 54,397 $ 50,182 Interest accrual 1,283 1,199 Paydowns (411) (533) Ending balance $ 55,269 $ 50,848 13. Fair Value Measurements - continued Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued Derivatives and Hedging We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. 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 hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income 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 hedging instruments and hedged items, but will have no effect on cash flows. The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of March 31, 2023 and December 31, 2022. (Amounts in thousands) As of March 31, 2023 As of December 31, Notional Amount All-In Swapped Rate Swap Expiration Date Fair Value Asset Fair Value Liability Fair Value Asset Interest rate swaps: 555 California Street mortgage loan: In-place swap $ 840,000 (1) 2.26% 05/24 $ 39,859 $ — $ 49,888 Forward swap (effective 05/24) 840,000 (1) 5.92% 05/26 — 14,239 — 770 Broadway mortgage loan 700,000 4.98% 07/27 18,448 — 29,226 PENN 11 mortgage loan 500,000 2.22% 03/24 20,640 — 26,587 Unsecured revolving credit facility 575,000 3.88% 08/27 15,354 — 24,457 Unsecured term loan (2) 800,000 4.05% (2) 12,408 770 21,024 100 West 33rd Street mortgage loan 480,000 5.06% 06/27 283 — 6,886 888 Seventh Avenue mortgage loan 200,000 (3) 4.76% 09/27 3,458 — 6,544 4 Union Square South mortgage loan 99,550 (4) 3.74% 01/25 3,153 — 4,050 Interest rate caps: 1290 Avenue of the Americas mortgage loan 950,000 (5) 11/23 5,765 — 7,590 One Park Avenue mortgage loan (6) 525,000 (6) 03/25 7,718 — 5,472 Various mortgage loans 2,122 — 2,080 $ 129,208 $ 15,009 $ 183,804 ____________________ (1) Represents our 70.0% share of the $1.2 billion mortgage loan. In March 2023, we entered into the forward swap arrangement detailed above. (2) Represents the aggregate fair value of various interest rate swap arrangements to hedge interest payments on our unsecured term loan. In February 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan. The unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements through August 2027, which are detailed below: Swapped Balance All-In Swapped Rate Unswapped Balance Through 10/23 $ 800,000 4.05% $ — 10/23 through 07/25 700,000 4.53% 100,000 07/25 through 10/26 550,000 4.36% 250,000 10/26 through 08/27 50,000 4.04% 750,000 (3) The remaining $72,400 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80% (6.47% as of March 31, 2023). (4) The remaining $20,450 mortgage loan balance bears interest at a floating rate of SOFR plus 1.50% (6.17% as of March 31, 2023). (5) LIBOR cap strike rate of 4.00%. (6) SOFR strike rate of 3.89%. In March 2023, we entered into a forward cap arrangement which expires in March 2025 and is effective upon the March 2024 expiration of the currently in-place cap. The forward cap has a SOFR strike rate of 3.89%. 13. Fair Value Measurements - continued Fair Value Measurements on a Nonrecurring Basis There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of March 31, 2023. As of December 31, 2022, we had assets measured at fair value on a nonrecurring basis on our consolidated balance sheets with an aggregate fair value of $2,352,328,000, representing real estate investments, including our investment in Fifth Avenue and Times Square JV as well as wholly owned street retail assets, that were written down to estimated fair value for impairment purposes and were classified as Level 3 investments. Our estimate of the fair value of these assets was measured using discounted cash flow analyses based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including capitalization rates and discount rates. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate assets. As of December 31, 2022 Unobservable Quantitative Input Range Weighted Average Discount rates 7.50% - 8.00% 7.52% Terminal capitalization rates 4.75% - 5.50% 4.78% Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government) and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments. (Amounts in thousands) As of March 31, 2023 As of December 31, 2022 Carrying Fair Carrying Fair Cash equivalents $ 578,088 $ 578,000 $ 402,903 $ 403,000 Debt: Mortgages payable $ 5,767,215 $ 5,577,000 $ 5,877,615 $ 5,697,000 Senior unsecured notes 1,200,000 972,000 1,200,000 1,021,000 Unsecured term loan 800,000 800,000 800,000 800,000 Unsecured revolving credit facilities 575,000 575,000 575,000 575,000 Total $ 8,342,215 (1) $ 7,924,000 $ 8,452,615 (1) $ 8,093,000 ____________________ (1) Excludes $64,018 and $63,572 of deferred financing costs, net and other as of March 31, 2023 and December 31, 2022, respectively. |