SL GREEN REALTY CORP - Quarter Report: 2022 September (Form 10-Q)

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, 2022

☐ 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.)

One Vanderbilt Avenue, New York, NY 10017

(Address of principal executive offices—Zip Code)

(212) 594-2700

(Registrant's telephone number, including area code)

______________________________________________________________________

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 3, 2022, 64,316,051 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of November 3, 2022, 306,987 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, 2022 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 the 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, 2022, the Company owns 94.48% 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, 2022, noncontrolling investors held, in aggregate, a 5.52% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.

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

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

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

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

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

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

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

•consolidated financial statements; and

•the following notes to the consolidated financial statements:

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

◦Note 12, Stockholders' Equity of the Company; 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, or the Exchange Act.

On December 2, 2021, our Board of Directors declared an ordinary dividend of $0.3108 per share and a special dividend of $2.4392 per share (together, "the Total Dividend"). The Total Dividend was paid on January 18, 2022 to shareholders of record at the close of business on December 15, 2021 ("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 $0.3976 in cash and 0.0295 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 0.0345 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, 2022 of $79.71 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 21, 2022. On January 10, 2022, 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 1.03060-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	6

	FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	6
	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	8
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 (unaudited)	9
	Consolidated Statements of Equity for the three and nine months ended September 30, 2022 and 2021 (unaudited)	10
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	12

	FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.
	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	15
	Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	17
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021 (unaudited)	18
	Consolidated Statements of Capital for the three and nine months ended September 30, 2022 and 2021 (unaudited)	19
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	21
	Notes to Consolidated Financial Statements (unaudited)	24
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	61
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	77
Item 4.	Controls and Procedures (SL Green Realty Corp. and SL Green Operating Partnership, L.P.)	78
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	81
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	83
Item 6.	Exhibits	84
	Signatures	85

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, 2022		December 31, 2021
	(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	1,715,371	$	1,350,701
Building and improvements	5,028,486		3,671,402
Building leasehold and improvements	1,676,811		1,645,081

Right of use asset - operating leases	1,041,661		983,723
	9,462,329		7,650,907
Less: accumulated depreciation	(2,005,922)		(1,896,199)
	7,456,407		5,754,708
Assets held for sale	—		140,855
Cash and cash equivalents	201,267		251,417
Restricted cash	183,811		85,567
Investments in marketable securities	16,535		34,752
Tenant and other receivables	41,334		47,616
Related party receivables	27,287		29,408
Deferred rents receivable	252,555		248,313
Debt and preferred equity investments, net of discounts and deferred origination fees of $1,994 and $5,057 and allowances of $6,630 and $6,630 in 2022 and 2021, respectively	663,985		1,088,723
Investments in unconsolidated joint ventures	3,185,800		2,997,934
Deferred costs, net	115,952		124,495
Other assets	571,117		262,841
Total assets (1)	$	12,716,050	$	11,066,629
Liabilities
Mortgages and other loans payable, net	$	3,229,016	$	1,394,386
Revolving credit facility, net	442,816		381,334
Unsecured term loans, net	1,242,994		1,242,002
Unsecured notes, net	599,662		899,308
Accrued interest payable	18,705		12,698
Other liabilities	312,564		195,390
Accounts payable and accrued expenses	175,203		157,571
Deferred revenue	280,251		107,275
Lease liability - financing leases	103,888		102,914
Lease liability - operating leases	911,756		851,370
Dividend and distributions payable	24,362		187,372
Security deposits	50,926		52,309
Liabilities related to assets held for sale	—		64,120
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000
Total liabilities (1)	7,492,143		5,748,049

Table of Contents

SL Green Realty Corp.

Consolidated Balance Sheets

(in thousands)


	September 30, 2022		December 31, 2021
	(unaudited)
Commitments and contingencies
Noncontrolling interests in Operating Partnership	293,743		344,252
Preferred units	177,943		196,075

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, 2022 and December 31, 2021	221,932		221,932
Common stock, $0.01 par value, 160,000 shares authorized and 65,376 and 65,132 issued and outstanding at September 30, 2022 and December 31, 2021, respectively (including 1,060 and 1,027 shares held in treasury at September 30, 2022 and December 31, 2021, respectively)	655		672
Additional paid-in-capital	3,780,286		3,739,409
Treasury stock at cost	(128,655)		(126,160)
Accumulated other comprehensive income (loss)	57,574		(46,758)
Retained earnings	755,862		975,781
Total SL Green stockholders' equity	4,687,654		4,764,876
Noncontrolling interests in other partnerships	64,567		13,377
Total equity	4,752,221		4,778,253
Total liabilities and equity	$	12,716,050	$	11,066,629

(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 $193.4 million of land, $321.0 million and $336.9 million of building and improvements, $— million and $— million of building and leasehold improvements, $15.4 million and $15.4 million of right of use assets, $13.5 million and $11.7 million of accumulated depreciation, $615.0 million and $574.4 million of other assets included in other line items, $326.4 million and $418.9 million of real estate debt, net, $0.1 million and $0.8 million of accrued interest payable, $15.3 million and $15.3 million of lease liabilities, and $152.0 million and $145.2 million of other liabilities included in other line items as of September 30, 2022 and December 31, 2021, respectively.

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

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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,
	2022		2021		2022		2021
Revenues
Rental revenue, net	$	162,952	$	155,363	$	474,215	$	528,063
Investment income	29,513		20,072		69,808		59,452
Other income	19,991		29,766		57,842		61,895
Total revenues	212,456		205,201		601,865		649,410
Expenses
Operating expenses, including related party expenses of $— and $5,695 in 2022, and $3,563 and $8,827 in 2021	45,011		40,684		127,151		126,851
Real estate taxes	35,111		32,139		96,677		121,318
Operating lease rent	7,388		6,557		20,429		20,003
Interest expense, net of interest income	21,824		14,807		51,854		57,155
Amortization of deferred financing costs	2,043		2,345		5,908		9,505
Depreciation and amortization	48,462		49,277		142,359		169,534

Transaction related costs	292		190		321		215
Marketing, general and administrative	21,276		23,477		69,574		68,426
Total expenses	181,407		169,476		514,273		573,007

Equity in net loss from unconsolidated joint ventures	(21,997)		(15,487)		(31,262)		(31,321)
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	—		(1,280)		(131)		(5,438)
Purchase price and other fair value adjustments	(1,117)		208,810		(7,348)		209,527
Gain (loss) on sale of real estate, net	4,276		187,766		(61,104)		285,338
Depreciable real estate reserves and impairment	—		—		—		(5,696)





Net income (loss)	12,211		415,534		(12,253)		528,813
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership	(491)		(22,683)		1,831		(28,489)
Noncontrolling interests in other partnerships	993		915		(2,269)		2,454
Preferred units distributions	(1,598)		(1,823)		(4,844)		(5,492)
Net income (loss) attributable to SL Green	11,115		391,943		(17,535)		497,286
Perpetual preferred stock dividends	(3,738)		(3,738)		(11,213)		(11,213)
Net income (loss) attributable to SL Green common stockholders	$	7,377	$	388,205	$	(28,748)	$	486,073






















Basic earnings (loss) per share	$	0.11	$	5.95	$	(0.47)	$	7.29










Diluted earnings (loss) per share	$	0.11	$	5.91	$	(0.47)	$	7.24

Basic weighted average common shares outstanding	63,949		64,856		63,971		66,248
Diluted weighted average common shares and common share equivalents outstanding	68,897		69,496		69,249		71,049

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,
	2022		2021		2022		2021
Net income (loss)	$	12,211	$	415,534	$	(12,253)	$	528,813
Other comprehensive income:
Increase in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments	50,488		6,615		111,378		6,565
Increase (decrease) in unrealized value of marketable securities	1,605		66		(642)		314
Other comprehensive income	52,093		6,681		110,736		6,879
Comprehensive income	64,304		422,215		98,483		535,692
Net income attributable to noncontrolling interests and preferred units distributions	(1,096)		(23,591)		(5,282)		(31,527)
Other comprehensive income attributable to noncontrolling interests	(3,114)		(415)		(6,404)		(229)
Comprehensive income attributable to SL Green	$	60,094	$	398,209	$	86,797	$	503,936

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

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SL Green Realty Corp.

Consolidated Statements of Equity

(unaudited, in thousands, except per share data)


	SL Green Realty Corp. Stockholders
				Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interests		Total
Balance at June 30, 2022		$	221,932	64,302	$	655	$	3,801,272	$	(128,655)	$	8,595	$	779,999	$	64,966	$	4,748,764
Net income													11,115		(993)		10,122
Acquisition of subsidiary interest from noncontrolling interest							(29,742)								(75)		(29,817)
Other comprehensive income											48,979						48,979
Preferred dividends													(3,738)				(3,738)
DRSPP proceeds				3			140										140

Reallocation of noncontrolling interest in the Operating Partnership													28,624				28,624

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				11			8,616										8,616




Contributions to consolidated joint venture interests															817		817

Cash distributions to noncontrolling interests															(148)		(148)

Cash distributions declared ($0.932 per common share, none of which represented a return of capital for federal income tax purposes)													(60,138)				(60,138)
Balance at September 30, 2022		$	221,932	64,316	$	655	$	3,780,286	$	(128,655)	$	57,574	$	755,862	$	64,567	$	4,752,221

	SL Green Realty Corp. Stockholders
				Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Noncontrolling Interests		Total
Balance at June 30, 2021		$	221,932	65,866	$	690	$	3,823,290	$	(124,049)	$	(66,863)	$	934,132	$	24,625	$	4,813,757
Net income													391,943		(915)		391,028

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

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

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


Repurchases of common stock				(986)	(10)		(57,249)						(20,698)				(77,957)

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

Cash distributions to noncontrolling interests															(5,230)		(5,230)
Issuance of special dividend paid primarily in stock									(2,111)				2,111				—
Cash distributions declared ($0.938 per common share, none of which represented a return of capital for federal income tax purposes)													(60,748)				(60,748)
Balance at September 30, 2021		$	221,932	64,881	$	680	$	3,774,119	$	(126,160)	$	(60,597)	$	1,258,232	$	14,009	$	5,082,215

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Equity

(unaudited, in thousands, except per share data)


	SL Green Realty Corp. Stockholders
				Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interests		Total
Balance at December 31, 2021		$	221,932	64,105	$	672	$	3,739,409	$	(126,160)	$	(46,758)	$	975,781	$	13,377	$	4,778,253


Net loss													(17,535)		2,269		(15,266)
Acquisition of subsidiary interest from noncontrolling interest							(29,742)								(75)		(29,817)
Other comprehensive income											104,332						104,332
Preferred dividends													(11,213)				(11,213)
DRSPP proceeds				6			339										339

Reallocation of noncontrolling interest in the Operating Partnership													23,539				23,539

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				215	3		22,144										22,147


Repurchases of common stock				(1,971)	(20)		(114,979)						(36,198)				(151,197)

Contributions to consolidated joint venture interests															52,164		52,164

Cash distributions to noncontrolling interests															(3,168)		(3,168)
Issuance of special dividend paid primarily in stock				1,961			163,115		(2,495)								160,620
Cash distributions declared ($2.797 per common share, none of which represented a return of capital for federal income tax purposes)													(178,512)				(178,512)
Balance at September 30, 2022		$	221,932	64,316	$	655	$	3,780,286	$	(128,655)	$	57,574	$	755,862	$	64,567	$	4,752,221

	SL Green Realty Corp. Stockholders
				Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Noncontrolling Interests		Total
Balance at December 31, 2020		$	221,932	66,474	$	716	$	3,862,949	$	(124,049)	$	(67,247)	$	1,015,462	$	26,032	$	4,935,795
Net income													497,286		(2,454)		494,832

Other comprehensive income											6,650						6,650
Preferred dividends													(11,213)				(11,213)
DRSPP proceeds				9			613										613

Reallocation of noncontrolling interest in the Operating Partnership													(17,245)				(17,245)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings				108	2		22,249										22,251


Repurchases of common stock				(3,684)	(38)		(235,221)						(41,585)				(276,844)

Contributions to consolidated joint venture interests															310		310

Sale of interest in partially owned entity															(4,476)		(4,476)
Cash distributions to noncontrolling interests															(5,403)		(5,403)
Issuance of special dividend paid primarily in stock				1,974			123,529		(2,111)				2,111				123,529
Cash distributions declared ($2.813 per common share, none of which represented a return of capital for federal income tax purposes)													(186,584)				(186,584)
Balance at September 30, 2021		$	221,932	64,881	$	680	$	3,774,119	$	(126,160)	$	(60,597)	$	1,258,232	$	14,009	$	5,082,215

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

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)


	Nine Months Ended September 30,
	2022		2021
Operating Activities
Net (loss) income	$	(12,253)	$	528,813
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	148,267		179,039
Equity in net loss from unconsolidated joint ventures	31,262		31,321
Distributions of cumulative earnings from unconsolidated joint ventures	448		719
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate	131		5,438
Purchase price and other fair value adjustments	7,348		(209,527)
Depreciable real estate reserves and impairment	—		5,696
Loss (gain) on sale of real estate, net	61,104		(285,338)




Deferred rents receivable	(1,371)		(6,963)
Non-cash lease expense	17,332		11,670
Other non-cash adjustments	(11,950)		27,868
Changes in operating assets and liabilities:
Tenant and other receivables	7,800		(11,827)
Related party receivables	5,803		(4,626)
Deferred lease costs	(10,227)		(1,267)
Other assets	(35,114)		(118)
Accounts payable, accrued expenses, other liabilities and security deposits	21,345		(54,009)
Deferred revenue	17,208		7,412
Lease liability - operating leases	2,495		(33,289)
Net cash provided by operating activities	249,628		191,012
Investing Activities
Acquisitions of real estate property	(64,491)		(152,791)
Additions to land, buildings and improvements	(194,997)		(208,380)
Acquisition deposits and deferred purchase price	75,400		—
Investments in unconsolidated joint ventures	(146,598)		(76,471)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	92,217		749,997
Net proceeds from disposition of real estate/joint venture interest	353,853		541,268
Cash and restricted cash assumed from acquisition of real estate investment	60,494		—
Cash assumed from consolidation of real estate investment	—		9,475
Proceeds from sale or redemption of marketable securities	11,465		4,528
Purchases of marketable securities	—		(10,000)
Other investments	1,619		2,401
Origination of debt and preferred equity investments	(40,053)		(83,924)
Repayments or redemption of debt and preferred equity investments	124,405		110,774
Net cash provided by investing activities	273,314		886,877

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in thousands, except per share data)


	Nine Months Ended September 30,
	2022		2021
Financing Activities
Proceeds from mortgages and other loans payable	381,980		31,219
Repayments of mortgages and other loans payable	(290,936)		(372,300)
Proceeds from revolving credit facility and unsecured notes	1,124,000		925,000
Repayments of revolving credit facility and unsecured notes	(1,364,000)		(1,165,000)
Proceeds from stock options exercised and DRSPP issuance	339		613

Repurchase of common stock	(151,197)		(280,623)
Redemption of preferred stock	(17,967)		(3,631)
Redemption of OP units	(35,316)		(13,930)
Distributions to noncontrolling interests in other partnerships	(3,168)		(5,403)
Contributions from noncontrolling interests in other partnerships	52,164		310
Acquisition of subsidiary interest from noncontrolling interest	(29,817)		—
Distributions to noncontrolling interests in the Operating Partnership	(12,635)		(11,882)
Dividends paid on common and preferred stock	(197,124)		(205,131)
Other obligations related to secured borrowing	77,874		—
Tax withholdings related to restricted share awards	(3,915)		(2,989)
Deferred loan costs	(5,130)		(570)
Principal payments of on financing lease liabilities	—		(434)
Net cash used in financing activities	(474,848)		(1,104,751)
Net increase (decrease) in cash, cash equivalents, and restricted cash	48,094		(26,862)
Cash, cash equivalents, and restricted cash at beginning of year	336,984		372,795
Cash, cash equivalents, and restricted cash at end of period	$	385,078	$	345,933





Supplemental Disclosure of Non-Cash Investing and Financing Activities:


Redemption of units in the Operating Partnership for a joint venture sale	$	—	$	27,586
Exchange of preferred equity investment for real estate or equity in joint venture	190,652		—
Exchange of debt investment for real estate or equity in joint venture	193,995		9,468
Assumption of mortgage and mezzanine loans	1,712,750		60,000
Issuance of special dividend paid primarily in stock	160,620		121,418
Tenant improvements and capital expenditures payable	18,518		16,684

Fair value adjustment to noncontrolling interest in the Operating Partnership	23,539		17,245
Consolidation of real estate investment	—		119,444
Deconsolidation of a subsidiary	—		66,837
Deconsolidation of a subsidiary mortgage	—		510,000

Extinguishment of debt in connection with property dispositions	—		53,548


Debt and preferred equity investments	302		8,372


Removal of fully depreciated commercial real estate properties	4,048		7,030

Distributions to noncontrolling interests	—		358
Share repurchase payable	—		3,779
Sale of interest in partially owned entity	—		4,476

Recognition of right of use assets and related lease liabilities	57,938		115,812

Table of Contents

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,
	2022		2021
Cash and cash equivalents	$	201,267	$	257,941
Restricted cash	183,811		87,992
Total cash, cash equivalents, and restricted cash	$	385,078	$	345,933

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

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in thousands)


	September 30, 2022		December 31, 2021
	(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	1,715,371	$	1,350,701
Building and improvements	5,028,486		3,671,402
Building leasehold and improvements	1,676,811		1,645,081

Right of use asset - operating leases	1,041,661		983,723
	9,462,329		7,650,907
Less: accumulated depreciation	(2,005,922)		(1,896,199)
	7,456,407		5,754,708
Assets held for sale	—		140,855
Cash and cash equivalents	201,267		251,417
Restricted cash	183,811		85,567
Investments in marketable securities	16,535		34,752
Tenant and other receivables	41,334		47,616
Related party receivables	27,287		29,408
Deferred rents receivable	252,555		248,313
Debt and preferred equity investments, net of discounts and deferred origination fees of $1,994 and $5,057 and allowances of $6,630 and $6,630 in 2022 and 2021, respectively	663,985		1,088,723
Investments in unconsolidated joint ventures	3,185,800		2,997,934
Deferred costs, net	115,952		124,495
Other assets	571,117		262,841
Total assets (1)	$	12,716,050	$	11,066,629
Liabilities
Mortgages and other loans payable, net	$	3,229,016	$	1,394,386
Revolving credit facility, net	442,816		381,334
Unsecured term loans, net	1,242,994		1,242,002
Unsecured notes, net	599,662		899,308
Accrued interest payable	18,705		12,698
Other liabilities	312,564		195,390
Accounts payable and accrued expenses	175,203		157,571
Deferred revenue	280,251		107,275
Lease liability - financing leases	103,888		102,914
Lease liability - operating leases	911,756		851,370
Dividend and distributions payable	24,362		187,372
Security deposits	50,926		52,309
Liabilities related to assets held for sale	—		64,120
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000		100,000
Total liabilities (1)	7,492,143		5,748,049
Commitments and contingencies
Limited partner interests in SLGOP (3,759 and 3,782 limited partner common units outstanding at September 30, 2022 and December 31, 2021, respectively)	293,743		344,252
Preferred units	177,943		196,075

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in thousands)


	September 30, 2022		December 31, 2021
	(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2022 and December 31, 2021	221,932		221,932
SL Green partners' capital (681 and 677 general partner common units and 63,635 and 63,428 limited partner common units outstanding at September 30, 2022 and December 31, 2021, respectively)	4,408,148		4,589,702
Accumulated other comprehensive income (loss)	57,574		(46,758)
Total SLGOP partners' capital	4,687,654		4,764,876
Noncontrolling interests in other partnerships	64,567		13,377
Total capital	4,752,221		4,778,253
Total liabilities and capital	$	12,716,050	$	11,066,629

(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 $193.4 million of land, $321.0 million and $336.9 million of building and improvements, $— million and $— million of building and leasehold improvements, $15.4 million and $15.4 million of right of use assets, $13.5 million and $11.7 million of accumulated depreciation, $615.0 million and $574.4 million of other assets included in other line items, $326.4 million and $418.9 million of real estate debt, net, $0.1 million and $0.8 million of accrued interest payable, $15.3 million and $15.3 million of lease liabilities, and $152.0 million and $145.2 million of other liabilities included in other line items as of September 30, 2022 and December 31, 2021, 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,
	2022		2021		2022		2021
Revenues
Rental revenue, net	$	162,952	$	155,363	$	474,215	$	528,063

Investment income	29,513		20,072		69,808		59,452
Other income	19,991		29,766		57,842		61,895
Total revenues	212,456		205,201		601,865		649,410
Expenses
Operating expenses, including related party expenses of $— and $5,695 in 2022, and $3,563 and $8,827 in 2021	45,011		40,684		127,151		126,851
Real estate taxes	35,111		32,139		96,677		121,318
Operating lease rent	7,388		6,557		20,429		20,003
Interest expense, net of interest income	21,824		14,807		51,854		57,155
Amortization of deferred financing costs	2,043		2,345		5,908		9,505
Depreciation and amortization	48,462		49,277		142,359		169,534

Transaction related costs	292		190		321		215
Marketing, general and administrative	21,276		23,477		69,574		68,426
Total expenses	181,407		169,476		514,273		573,007


Equity in net loss from unconsolidated joint ventures	(21,997)		(15,487)		(31,262)		(31,321)
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	—		(1,280)		(131)		(5,438)
Purchase price and other fair value adjustments	(1,117)		208,810		(7,348)		209,527
Gain (loss) on sale of real estate, net	4,276		187,766		(61,104)		285,338
Depreciable real estate reserves and impairment	—		—		—		(5,696)





Net income (loss)	12,211		415,534		(12,253)		528,813
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interests in other partnerships	993		915		(2,269)		2,454
Preferred units distributions	(1,598)		(1,823)		(4,844)		(5,492)
Net income (loss) attributable to SLGOP	11,606		414,626		(19,366)		525,775
Perpetual preferred unit distributions	(3,738)		(3,738)		(11,213)		(11,213)
Net income (loss) attributable to SLGOP common unitholders	$	7,868	$	410,888	$	(30,579)	$	514,562






















Basic earnings (loss) per unit	$	0.11	$	5.95	$	(0.47)	$	7.29










Diluted earnings (loss) per unit	$	0.11	$	5.91	$	(0.47)	$	7.24

Basic weighted average common units outstanding	68,037		68,690		68,075		70,272
Diluted weighted average common units and common unit equivalents outstanding	68,897		69,496		69,249		71,049

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,
	2022		2021		2022		2021
Net income (loss)	$	12,211	$	415,534	$	(12,253)	$	528,813
Other comprehensive income:
Increase in unrealized value of derivative instruments, including SLGOP's share of joint venture derivative instruments	50,488		6,615		111,378		6,565
Increase (decrease) in unrealized value of marketable securities	1,605		66		(642)		314
Other comprehensive income	52,093		6,681		110,736		6,879
Comprehensive income	64,304		422,215		98,483		535,692
Net loss (income) attributable to noncontrolling interests	993		915		(2,269)		2,454
Other comprehensive income attributable to noncontrolling interests	(3,114)		(415)		(6,404)		(229)
Comprehensive income attributable to SLGOP	$	62,183	$	422,715	$	89,810	$	537,917

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

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		Noncontrolling Interests		Total
Balance at June 30, 2022	$	221,932	64,302	$	4,453,271	$	8,595	$	64,966	$	4,748,764


Net income				11,115				(993)		10,122
Acquisition of subsidiary interest from noncontrolling interest				(29,742)				(75)		(29,817)
Other comprehensive income						48,979				48,979
Preferred distributions				(3,738)						(3,738)
DRSPP proceeds			3	140						140

Reallocation of noncontrolling interests in the Operating Partnership				28,624						28,624

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			11	8,616						8,616



Contribution to consolidated joint venture interests								817		817


Cash distributions to noncontrolling interests								(148)		(148)

Cash distributions declared ($0.932 per common unit, none of which represented a return of capital for federal income tax purposes)				(60,138)						(60,138)
Balance at September 30, 2022	$	221,932	64,316	$	4,408,148	$	57,574	$	64,567	$	4,752,221

	SL Green Operating Partnership Unitholders
			Partners' Interest
	Series I Preferred Units		Common Units	Common Unitholders		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
Balance at June 30, 2021	$	221,932	65,866	$	4,634,063	$	(66,863)	$	24,625	$	4,813,757
Net income				391,943				(915)		391,028

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

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

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


Repurchases of common units			(986)	(77,957)						(77,957)
Contribution to consolidated joint venture interests								5		5
Sale of interest in partially owned entity								(4,476)		(4,476)


Cash distributions to noncontrolling interests								(5,230)		(5,230)

Cash distributions declared ($0.938 per common unit, none of which represented a return of capital for federal income tax purposes)				(60,748)						(60,748)
Balance at September 30, 2021	$	221,932	64,881	$	4,906,871	$	(60,597)	$	14,009	$	5,082,215

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Capital

(unaudited, in thousands, except per unit data)


	SL Green Operating Partnership Unitholders
			Partners' Interest
	Series I Preferred Units		Common Units	Common Unitholders		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total
Balance at December 31, 2021	$	221,932	64,105	$	4,589,702	$	(46,758)	$	13,377	$	4,778,253


Net loss				(17,535)				2,269		(15,266)
Acquisition of subsidiary interest from noncontrolling interest				(29,742)				(75)		(29,817)
Other comprehensive income						104,332				104,332
Preferred distributions				(11,213)						(11,213)
DRSPP proceeds			6	339						339

Reallocation of noncontrolling interests in the Operating Partnership				23,539						23,539

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			215	22,147						22,147


Repurchases of common stock			(1,971)	(151,197)						(151,197)
Contribution to consolidated joint venture interests								52,164		52,164


Cash distributions to noncontrolling interests								(3,168)		(3,168)
Issuance of special distribution paid primarily in units			1,961	160,620						160,620
Cash distributions declared ($2.797 per common unit, none of which represented a return of capital for federal income tax purposes)				(178,512)						(178,512)
Balance at September 30, 2022	$	221,932	64,316	$	4,408,148	$	57,574	$	64,567	$	4,752,221

	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	66,474	$	4,755,078	$	(67,247)	$	26,032	$	4,935,795
Net income				497,286				(2,454)		494,832

Other comprehensive income						6,650				6,650
Preferred distributions				(11,213)						(11,213)
DRSPP proceeds			9	613						613

Reallocation of noncontrolling interests in the operating partnership				(17,245)						(17,245)

Deferred compensation plan and stock awards, net of forfeitures and tax withholdings			108	22,251						22,251


Repurchases of common stock			(3,684)	(276,844)						(276,844)
Contribution to consolidated joint venture interests								310		310
Sale of interest in partially owned entity								(4,476)		(4,476)


Cash distributions to noncontrolling interests								(5,403)		(5,403)
Issuance of special distribution paid primarily in units			1,974	123,529						123,529
Cash distributions declared ($2.813 per common unit, none of which represented a return of capital for federal income tax purposes)				(186,584)						(186,584)
Balance at September 30, 2021	$	221,932	64,881	$	4,906,871	$	(60,597)	$	14,009	$	5,082,215

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

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended September 30,
	2022		2021
Operating Activities
Net (loss) income	$	(12,253)	$	528,813
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	148,267		179,039
Equity in net loss from unconsolidated joint ventures	31,262		31,321
Distributions of cumulative earnings from unconsolidated joint ventures	448		719
Equity in net loss on sale of interest in unconsolidated joint venture interest/real estate	131		5,438
Purchase price and other fair value adjustments	7,348		(209,527)
Depreciable real estate reserves and impairment	—		5,696
Loss (gain) on sale of real estate, net	61,104		(285,338)




Deferred rents receivable	(1,371)		(6,963)
Non-cash lease expense	17,332		11,670
Other non-cash adjustments	(11,950)		27,868
Changes in operating assets and liabilities:
Tenant and other receivables	7,800		(11,827)
Related party receivables	5,803		(4,626)
Deferred lease costs	(10,227)		(1,267)
Other assets	(35,114)		(118)
Accounts payable, accrued expenses, other liabilities and security deposits	21,345		(54,009)
Deferred revenue	17,208		7,412
Lease liability - operating leases	2,495		(33,289)
Net cash provided by operating activities	249,628		191,012
Investing Activities
Acquisitions of real estate property	(64,491)		(152,791)
Additions to land, buildings and improvements	(194,997)		(208,380)
Acquisition deposits and deferred purchase price	75,400		—
Investments in unconsolidated joint ventures	(146,598)		(76,471)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	92,217		749,997
Net proceeds from disposition of real estate/joint venture interest	353,853		541,268
Cash and restricted cash assumed from acquisition of real estate investment	60,494		—
Cash assumed from consolidation of real estate investment	—		9,475
Proceeds from sale or redemption of marketable securities	11,465		4,528
Purchases of marketable securities	—		(10,000)
Other investments	1,619		2,401
Origination of debt and preferred equity investments	(40,053)		(83,924)
Repayments or redemption of debt and preferred equity investments	124,405		110,774
Net cash provided by investing activities	273,314		886,877

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended September 30,
	2022		2021
Financing Activities
Proceeds from mortgages and other loans payable	381,980		31,219
Repayments of mortgages and other loans payable	(290,936)		(372,300)
Proceeds from revolving credit facility and unsecured notes	1,124,000		925,000
Repayments of revolving credit facility and unsecured notes	(1,364,000)		(1,165,000)
Proceeds from stock options exercised and DRSPP issuance	339		613

Repurchase of common units	(151,197)		(280,623)
Redemption of preferred units	(17,967)		(3,631)
Redemption of OP units	(35,316)		(13,930)
Distributions to noncontrolling interests in other partnerships	(3,168)		(5,403)
Contributions from noncontrolling interests in other partnerships	52,164		310
Acquisition of subsidiary interest from noncontrolling interest	(29,817)		—
Distributions paid on common and preferred units	(209,759)		(217,013)
Other obligations related to secured borrowing	77,874		—
Tax withholdings related to restricted share awards	(3,915)		(2,989)
Deferred loan costs	(5,130)		(570)
Principal payments of on financing lease liabilities	—		(434)
Net cash used in financing activities	(474,848)		(1,104,751)
Net increase (decrease) in cash, cash equivalents, and restricted cash	48,094		(26,862)
Cash, cash equivalents, and restricted cash at beginning of year	336,984		372,795
Cash, cash equivalents, and restricted cash at end of period	$	385,078	$	345,933





Supplemental Disclosure of Non-Cash Investing and Financing Activities:


Redemption of units in the Operating Partnership for a joint venture sale	$	—	$	27,586
Exchange of preferred equity investment for real estate or equity in joint venture	190,652		—
Exchange of debt investment for real estate or equity in joint venture	193,995		9,468
Assumption of mortgage and mezzanine loans	1,712,750		60,000
Issuance of special distribution paid primarily in units	160,620		121,418
Tenant improvements and capital expenditures payable	18,518		16,684

Fair value adjustment to noncontrolling interest in the Operating Partnership	23,539		17,245
Consolidation of real estate investment	—		119,444
Deconsolidation of a subsidiary	—		66,837
Deconsolidation of a subsidiary mortgage	—		510,000

Extinguishment of debt in connection with property dispositions	—		53,548


Debt and preferred equity investments	302		8,372


Removal of fully depreciated commercial real estate properties	4,048		7,030

Distributions to noncontrolling interests	—		358
Share repurchase payable	—		3,779
Sale of interest in partially owned entity	—		4,476

Recognition of right of use assets and related lease liabilities	57,938		115,812

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended September 30,
	2022		2021
Cash and cash equivalents	$	201,267	$	257,941
Restricted cash	183,811		87,992
Total cash, cash equivalents, and restricted cash	$	385,078	$	345,933

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, 2022

(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 S.L. Green Management Corp, or the Service Corporation. All of the management, leasing and construction services that are provided to the properties that are wholly-owned by us and that are provided to certain joint ventures are conducted through SL Green Management LLC and S.L. Green Management Corp., respectively, which are 100% owned by the Operating Partnership. The Company has qualified, and expects to qualify in the current fiscal year, as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.

Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As of September 30, 2022, noncontrolling investors held, in the aggregate, a 5.52% 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."

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

As of September 30, 2022, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:


			Consolidated			Unconsolidated		Total
Location	Property Type		Number of Buildings		Approximate Square Feet (unaudited)	Number of Buildings	Approximate Square Feet (unaudited)	Number of Buildings	Approximate Square Feet (unaudited)	Weighted Average Occupancy (1) (unaudited)
Commercial:
Manhattan	Office		13		9,963,138	12	13,998,381	25	23,961,519	91.4	%
	Retail		2		17,888	9	301,996	11	319,884	91.2	%
	Development/Redevelopment	(1)	5		2,091,719	3	2,746,241	8	4,837,960	N/A

			20		12,072,745	24	17,046,618	44	29,119,363	91.4	%
Suburban	Office		7		862,800	—	—	7	862,800	80.1	%



Total commercial properties			27		12,935,545	24	17,046,618	51	29,982,163	91.0	%
Residential:
Manhattan	Residential		1	(2)	140,382	—	—	1	140,382	85.6	%

Total portfolio			28		13,075,927	24	17,046,618	52	30,122,545	90.9	%

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

(2)As of September 30, 2022, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of residential space and approximately 50,206 square feet (unaudited) of office and retail space that is under development. For the purpose of this report, we have included this building in the number of residential properties we own. However, we have included only the residential square footage in the residential approximate square footage, and have listed the balance of the square footage as development square footage.

As of September 30, 2022, we also manage one office building owned by a third party encompassing approximately 0.3 million square feet (unaudited), and held debt and preferred equity investments with a book value excluding the impact of credit losses of $670.6 million, excluding debt and preferred equity investments and other financing receivables totaling $8.5 million that are included in balance sheet line items other than the Debt and preferred equity investments line item.

Partnership Agreement

In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners, subject to the priority distributions with respect to preferred units and special provisions that apply to Long Term Incentive Plan ("LTIP") Units. As the managing general partner of the Operating Partnership, we are required to take such reasonable efforts, as determined by us in our sole discretion, to cause the Operating Partnership to distribute sufficient amounts to enable the payment of sufficient dividends by us to minimize any Federal income or excise tax at the Company level. Under the Operating Partnership Agreement, each limited partner has the right to redeem units of limited partnership interests for cash, or if we so elect, shares of SL Green's common stock on a one-for-one basis.

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, 2022 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, 2022. 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, 2021 of the Company and the Operating Partnership.

The consolidated balance sheet at December 31, 2021 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.)

September 30, 2022

(unaudited)

Subsequent Events

In October 2022, we entered into a corporate unsecured term loan facility. The facility consists of a $400.0 million term loan with a maturity date of October 6, 2023 and a six-month, as-of-right extension option to April 6, 2024. We also have an option, subject to customary conditions and lender commitments, to increase the capacity of the unsecured term loan facility to $500 million at any time prior to January 7, 2023. As of October 7, 2022, the 2022 unsecured term loan facility bears interest at 140 basis points over adjusted SOFR.

2. Significant Accounting Policies

Principles of Consolidation

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

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

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 15 years, and record it as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income. We amortize the amount allocated to the values associated with in-place leases over the expected term of the associated lease, which generally ranges from 1 year to 15 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, we amortize such below-market lease value into rental income over the renewal period.

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

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with Accounting Standards Codification, or ASC 820. We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded.

For the three months ended September 30, 2022, we recognized additional rental revenue of $0.2 million for the amortization of aggregate below-market leases in excess of above-market leases resulting from the allocation of the purchase price of the applicable properties. For the nine months ended September 30, 2022, we recognized a reduction of rental revenue of ($0.1 million) for the amortization of aggregate above-market leases in excess of below-market leases. For the three and nine months ended September 30, 2021, we recognized a reduction of rental revenue of ($0.3 million) and ($4.0 million), respectively.

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, 2022 and December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Identified intangible assets (included in other assets):
Gross amount	$	403,552	$	199,722
Accumulated amortization	(179,211)		(182,643)
Net (1)	$	224,341	$	17,079
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	361,338	$	212,767
Accumulated amortization	(203,064)		(210,262)
Net (1)	$	158,274	$	2,505

(1)As of September 30, 2022, no net intangible assets and no net intangible liabilities were reclassified to assets held for sale or liabilities related to assets held for sale. As of December 31, 2021, $1.8 million of net intangible assets and no net intangible liabilities were reclassified to assets held for sale and 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 debt security as held-to-maturity, available-for-sale, or trading. As of September 30, 2022, we did not have any debt securities designated as held-to-maturity or trading. We account for our available-for-sale securities at fair value pursuant to ASC 820-10, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. The cost of marketable securities sold and the amount reclassified out of accumulated other comprehensive income (loss) into earnings is determined using the specific identification method. Credit losses are recognized in accordance with ASC 326. We account for our equity marketable securities at fair value pursuant to ASC 820-10, with the net unrealized gains or losses reported in net income.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

As of September 30, 2022 and December 31, 2021, we held the following marketable securities (in thousands):


	September 30, 2022		December 31, 2021
Commercial mortgage-backed securities	$	12,039	$	24,146
Total marketable securities available-for-sale	$	12,039	$	24,146

Equity marketable securities	$	4,496	$	10,606
Total investment in marketable securities	$	16,535	$	34,752

The cost basis of the commercial mortgage-backed securities was $11.5 million as of September 30, 2022 and $23.0 million as of December 31, 2021. These securities mature at various times through 2030. All securities were in an unrealized gain position as of September 30, 2022. All securities were in an unrealized gain position as of December 31, 2021 except for one security, which had an unrealized loss of $0.6 million and a fair value of $7.2 million, and was in a continuous unrealized loss position for more than 12 months. This marketable security was sold at par during the three months ended September 30, 2022. We do not intend to sell our other securities, and it is more likely than not that we will not be required to sell the investments before recovery of their amortized cost bases.

We held equity marketable securities as of September 30, 2022 and December 31, 2021. We recognized $0.1 million of unrealized gain for the three months ended September 30, 2022 and $6.1 million of unrealized loss for the nine months ended September 30, 2022. We recognized $2.0 million and $0.1 million of unrealized gains for the three and nine months ended September 30, 2021.

We did not dispose of any equity marketable securities during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2022, we received aggregate net proceeds of $7.8 million from the sale of one debt marketable security and $3.7 million from the repayment of one debt marketable security. We did not dispose of any debt marketable securities during the three months ended September 30, 2021. During the nine months ended September 30, 2021, we received aggregate net proceeds of $4.5 million from the repayment of one debt marketable security.

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 ventures' actual and projected cash flows. We do not believe that the values of any of our equity investments were impaired at September 30, 2022.

Deferred Lease Costs

Deferred lease costs consist of incremental fees and direct costs that would not have been incurred if the lease had not been obtained and are amortized on a straight-line basis over the related lease term.

Lease Classification

Lease classification for 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.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we or the tenant are the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.

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

In addition to base rent, our tenants also generally will pay variable rent, which represents their pro rata share of increases in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.

Rental revenue is recognized if collectability is probable. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.

The Company provides its tenants with certain customary services for lease contracts such as common area maintenance and general security. We have elected to combine the non-lease components with the lease components of our operating lease agreements and account for them as a single lease component in accordance with ASC 842.

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

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

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

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

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

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

Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.

Debt and Preferred Equity Investments

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

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

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

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

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

Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity investments line are also measured at the net amount expected to be collected.

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

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.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

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

We have elected, and may elect in the future, to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in Federal and state income tax liability for these entities.

During the three months ended September 30, 2022, we recorded a Federal, state and local tax benefit of $0.1 million. During the nine months ended September 30, 2022, we recorded a Federal, state and local tax provision of $2.2 million. During the three months ended September 30, 2021, we recorded no Federal, state and local tax provision. During the nine months ended September 30, 2021, we recorded a Federal, state and local tax provision of $1.5 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.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in New York City. See Note 5, "Debt and Preferred Equity Investments."

We perform initial and ongoing evaluations of the credit quality of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant's lease obligation, they are a measure of good faith and a potential source of funds to offset the economic costs associated with lost revenue from that tenant and the costs associated with re-tenanting a space. The properties in our real estate portfolio are located in the New York metropolitan area, principally in Manhattan. Our tenants operate in various industries. Other than one tenant, ViacomCBS Inc., which accounted for 6.0% of our share of annualized cash rent as of September 30, 2022, no other tenant in our portfolio accounted for more than 5.0% of our share of annualized cash rent, including our share of joint venture annualized cash rent, for the three months ended September 30, 2022.

For the three months ended September 30, 2022, the following properties contributed more than 5.0% of our annualized cash rent from office properties, including our share of annualized cash rent from joint venture office properties:


Property			Three months ended September 30, 2022
One Vanderbilt Avenue			14.3%
11 Madison Avenue			8.6%
1185 Avenue of the Americas			6.9%
420 Lexington Ave			6.8%
1515 Broadway			6.4%
280 Park Avenue			5.6%
919 Third Avenue			5.0%

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.)

September 30, 2022

(unaudited)

Accounting Standards Updates

In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the troubled debt restructuring recognition and measurement guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulties. Additionally, ASU 2022-02 requires an entity to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for entities in accordance with Subtopic 326-20, which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2022-02 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 July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842) Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference rate index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it did not have a material impact on the Company's consolidated financial statements.

In August 2020, the FASB issued Accounting Standard Update, or "ASU," No. 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for reporting periods beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting and then in January 2021, the FASB issued ASU No. 2021-01. The amendments provide practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

3. Property Acquisitions

The following table summarizes the properties acquired during the nine months ended September 30, 2022:

Property

Acquisition Date

Property Type

Approximate Square Feet

Gross Asset Valuation
(in millions)

245 Park Avenue (1)

September 2022

Fee Interest

1,782,793

1,960.0

(1)On October 31, 2021, HNA, through an affiliated entity, filed for Chapter 11 bankruptcy protection on account of its investment in 245 Park Avenue, together with another asset in Chicago. On July 8, 2022, certain of the debtors and affiliates of SL Green entered into a Plan Sponsorship and Investment Agreement (the "Plan"), pursuant to which SL Green became the stalking horse bidder for the property. Since the debtors did not receive any qualifying bids for the property and the Plan was confirmed, SL Green acquired full ownership and control of the property in September 2022, at which time the Company's outstanding preferred equity and accrued interest balance were credited to our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. See Note 5, "Debt and Preferred Equity Investments" and Note 16, "Fair Value Measurements."

4. Properties Held for Sale and Property Dispositions

Properties Held for Sale

As of September 30, 2022, no properties were classified as held for sale.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Property Dispositions

The following table summarizes the properties disposed of during the nine months ended September 30, 2022:


Property	Disposition Date	Property Type	Approximate Square Feet	Sales Price (in millions)		(Loss) Gain (in millions) (1)
707 Eleventh Avenue	February 2022	Fee Interest	159,720	$	95.0	$	(0.8)
1080 Amsterdam Avenue	April 2022	Leasehold Interest	85,250	42.7		17.9
1591-1597 Broadway	May 2022	Fee Interest	7,684	121.0		(4.5)
609 Fifth Avenue	June 2022	Fee Interest	138,563	100.5		(80.2)

(1)The (losses) gains on sale are net of $5.6 million of employee compensation accrued in connection with the realization of the investment dispositions during the nine months ended September 30, 2022. Additionally, the amounts do not include adjustments for expenses recorded in subsequent periods.

5. Debt and Preferred Equity Investments

Below is a summary of the activity in our debt and preferred equity investments for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Balance at beginning of year (1)	$	1,088,723	$	1,076,542
Debt investment originations/fundings/accretion (2)	48,778		193,824
Preferred equity investment originations/accretion (2)	35,536		13,220
Redemptions/sales/syndications/equity ownership/amortization (3)	(509,052)		(201,446)
Net change in loan loss reserves	—		6,583
Balance at end of period (1)	$	663,985	$	1,088,723

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

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

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

Below is a summary of our debt and preferred equity investments as of September 30, 2022 (dollars in thousands):


	Floating Rate					Fixed Rate					Total Carrying Value		Senior Financing		Weighted Average Yield at End of Period	Maturity (1)
Type	Carrying Value		Face Value		Interest Rate	Carrying Value		Face Value		Interest Rate
Senior Mortgage Debt	$	32,616	$	32,658	L + 3.50%	$	—	$	—	—%	$	32,616	$	—	7.21%	2022

Mezzanine Debt	156,833		157,320		L + 4.95% - 12.38%	356,647		364,742		7.00% - 14.30%	513,480		1,663,817		6.27%	2022 - 2029
Preferred Equity	—		—		—	117,889		117,889		6.5%	117,889		250,000		6.55%	2027
Balance at end of period	$	189,449	$	189,978		$	474,536	$	482,631		$	663,985	$	1,913,817

(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 roll forward of our total allowance for loan losses for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Balance at beginning of year	$	6,630	$	13,213


Write-offs charged against the allowance	—		(6,583)
Balance at end of period (1)	$	6,630	$	6,630

(1)As of September 30, 2022, all financing receivables on non-accrual had an allowance for loan loss except for one debt investment with a carrying value of $225.4 million.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

As of September 30, 2022 and December 31, 2021, all debt and preferred equity investments were performing in accordance with their respective terms, with the exception of one investment with a carrying value, net of reserves, of $6.9 million, as discussed in the Debt Investments and Preferred Equity Investments tables further below.

No other financing receivables were 90 days past due as of September 30, 2022 and December 31, 2021.

The following table sets forth the carrying value of our debt and preferred equity investment portfolio by risk rating as of September 30, 2022 and December 31, 2021 (dollars in thousands):


Risk Rating	September 30, 2022		December 31, 2021
1 - Low Risk Assets - Low probability of loss	$	307,492	$	644,489
2 - Watch List Assets - Higher potential for loss	349,603		437,344
3 - High Risk Assets - Loss more likely than not	6,890		6,890
	$	663,985	$	1,088,723

The following table sets forth the carrying value of our debt and preferred equity investment portfolio by year of origination and risk rating as of September 30, 2022 (dollars in thousands):


	As of September 30, 2022
Risk Rating	2022 (1)		2021 (1)		2020 (1)		Prior (1)		Total
1 - Low Risk Assets - Low probability of loss	$	—	$	—	$	168,223	$	139,269	$	307,492
2 - Watch List Assets - Higher potential for loss	—		74,390		—		275,213		349,603
3 - High Risk Assets - Loss more likely than not	—		—		—		6,890		6,890
	$	—	$	74,390	$	168,223	$	421,372	$	663,985

(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 one portfolio segment of financing receivables as of September 30, 2022 and December 31, 2021 comprised of commercial real estate which is primarily recorded in debt and preferred equity investments.

Included in Other assets is an additional amount of financing receivables representing loans to joint venture partners totaling $9.0 million and $10.5 million as of September 30, 2022 and December 31, 2021, respectively. The Company recorded no provisions for loan losses related to these financing receivables for the three and nine months ended September 30, 2022 and 2021. All of these loans have a risk rating of 2 and were performing in accordance with their respective terms.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Debt Investments

As of September 30, 2022 and December 31, 2021, we held the following debt investments with an aggregate weighted average current yield of 6.32% as of September 30, 2022 (dollars in thousands):


Loan Type	September 30, 2022 Future Funding Obligations		September 30, 2022 Senior Financing		September 30, 2022 Carrying Value (1)		December 31, 2021 Carrying Value (1)		Maturity Date (2)
Fixed Rate Investments:
Mezzanine Loan (3)	$	—	$	394,854	$	225,367	$	225,367	June 2023
Mezzanine Loan	—		281,147		74,390		66,873		June 2023
Mezzanine Loan (4)(5)	—		105,000		13,366		13,366		June 2024
Mezzanine Loan	—		95,000		30,000		30,000		January 2025
Mezzanine Loan	—		85,000		20,000		20,000		December 2029
Mezzanine Loan	—		—		—		43,521
Mortgage Loan	—		—		—		73,000
Mezzanine Loan (6)	—		—		—		55,250
Total fixed rate	$	—	$	961,001	$	363,123	$	527,377
Floating Rate Investments:
Mortgage and Mezzanine Loan	$	8,257	$	—	$	50,186	$	34,874	December 2022
Mezzanine Loan	—		275,000		50,000		49,998		April 2023
Mezzanine Loan	3,761		54,000		8,243		8,050		May 2023
Mezzanine Loan	22,592		187,733		42,091		30,802		May 2023
Mezzanine Loan	—		186,084		39,083		37,511		July 2023
Mezzanine Loan (7)	—		—		—		133,735
Total floating rate	$	34,610	$	702,817	$	189,603	$	294,970
Allowance for loan loss	—		—		(6,630)		(6,630)
Total	$	34,610	$	1,663,818	$	546,096	$	815,717

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

(2)Represents contractual maturity, excluding any extension options to the extent they have not been exercised as of the date of this filing.

(3)This loan was put on non-accrual in July 2020 and remains on non-accrual as of September 30, 2022. No investment income has been recognized subsequent to it being put on non-accrual. The Company is in discussions with the borrower.

(4)Carrying value is net of a $12.4 million participation that was sold and did not meet the conditions for sale accounting, which is included in Other assets and Other liabilities on the consolidated balance sheets as a result.

(5)This loan went into default and was put on non-accrual in June 2020 and remains on non-accrual as of September 30, 2022. No investment income has been recognized subsequent to it being put on non-accrual. The Company is in discussions with the borrower. Additionally, we determined the borrower entity to be a VIE, in which we are not the primary beneficiary.

(6)In September 2022, the Company successfully acquired full ownership and control of the property at 245 Park Avenue. See below table and Note 3, "Property Acquisitions."

(7)In September 2022, the Company converted its mezzanine loan position secured by the equity interest in 5 Times Square to an equity interest in a joint venture partnership with the existing equity holders. See Note 6, " Investments in Unconsolidated Joint Ventures."

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Preferred Equity Investments

As of September 30, 2022 and December 31, 2021, we held the following preferred equity investments with an aggregate weighted average current yield of 6.55% as of September 30, 2022 (dollars in thousands):


Type	September 30, 2022 Future Funding Obligations		September 30, 2022 Senior Financing		September 30, 2022 Carrying Value (1)		December 31, 2021 Carrying Value (1)		Mandatory Redemption (2)
Preferred Equity	$	—	$	250,000	$	117,889	$	112,234	February 2027
Preferred Equity (3)	—		—		—		160,772
Total Preferred Equity	$	—	$	250,000	$	117,889	$	273,006
Allowance for loan loss	—		—		—		—
Total	$	—	$	250,000	$	117,889	$	273,006

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

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

(3)On October 31, 2021, HNA, through an affiliated entity, filed for Chapter 11 bankruptcy protection on account of its investment in 245 Park Avenue, together with another asset in Chicago. On July 8, 2022, certain of the debtors and affiliates of SL Green entered into the Plan, pursuant to which SL Green became the stalking horse bidder for the property. Since the debtors did not receive any qualifying bids for the property and the Plan was confirmed, SL Green acquired full ownership and control of the property in September 2022, at which time the Company's outstanding preferred equity and accrued interest balance were credited to our equity investment in the property. See Note 3, "Property Acquisitions."

6. Investments in Unconsolidated Joint Ventures

We have investments in several real estate joint ventures with various partners. As of September 30, 2022, the book value of these investments was $3.2 billion, net of investments with negative book values totaling $114.4 million for which we have an implicit commitment to fund future capital needs.

As of September 30, 2022, 800 Third Avenue and 21 East 66th Street are VIEs in which we are not the primary beneficiary. As of December 31, 2021, 800 Third Avenue, 21 East 66th Street, and certain properties within the Stonehenge Portfolio were VIEs in which we were not the primary beneficiary. Our net equity investment in these VIEs was $87.2 million and $85.6 million as of September 30, 2022 and December 31, 2021, respectively. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies." All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

The table below provides general information on each of our joint ventures as of September 30, 2022:


Property	Partner	Ownership Interest (1)	Economic Interest (1)	Unaudited Approximate Square Feet
100 Park Avenue	Prudential Real Estate Investors	49.90%	49.90%	834,000
717 Fifth Avenue	Wharton Properties / Private Investor	10.92%	10.92%	119,500
800 Third Avenue	Private Investors	60.52%	60.52%	526,000
919 Third Avenue	New York State Teacher's Retirement System	51.00%	51.00%	1,454,000
11 West 34th Street	Private Investor / Wharton Properties	30.00%	30.00%	17,150
280 Park Avenue	Vornado Realty Trust	50.00%	50.00%	1,219,158
1552-1560 Broadway (2)	Wharton Properties	50.00%	50.00%	57,718
10 East 53rd Street	Canadian Pension Plan Investment Board	55.00%	55.00%	354,300
21 East 66th Street (3)	Private Investors	32.28%	32.28%	13,069
650 Fifth Avenue (4)	Wharton Properties	50.00%	50.00%	69,214
121 Greene Street	Wharton Properties	50.00%	50.00%	7,131
11 Madison Avenue	PGIM Real Estate	60.00%	60.00%	2,314,000
One Vanderbilt Avenue	National Pension Service of Korea / Hines Interest LP	71.01%	71.01%	1,657,198
Worldwide Plaza	RXR Realty / New York REIT	24.95%	24.95%	2,048,725
1515 Broadway	Allianz Real Estate of America	56.87%	56.87%	1,750,000
2 Herald Square	Israeli Institutional Investor	51.00%	51.00%	369,000
115 Spring Street	Private Investor	51.00%	51.00%	5,218
15 Beekman (5)	A fund managed by Meritz Alternative Investment Management	20.00%	20.00%	221,884
85 Fifth Avenue	Wells Fargo	36.27%	36.27%	12,946
One Madison Avenue (6)	National Pension Service of Korea / Hines Interest LP / International Investor	25.50%	25.50%	1,048,700
220 East 42nd Street	A fund managed by Meritz Alternative Investment Management	51.00%	51.00%	1,135,000
450 Park Avenue (7)	Korean Institutional Investor / Israeli Institutional Investor	50.10%	25.10%	337,000
5 Times Square (8)	RXR Realty led investment group	31.55%	31.55%	1,131,735

(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of September 30, 2022. Changes in ownership or economic interests within the current year are disclosed in the notes below.

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

(3)We hold a 32.28% interest in three retail units and one residential unit at the property and a 16.14% interest in two 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 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.

(6)In 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and the deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted in the recognition of a fair value adjustment of $187.5 million in 2020. 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 the project totaling no less than $501.8 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 49.5%. As of September 30, 2022, the total of the two partners' ownership interests based on equity contributed was 40.0%. In 2021, the Company admitted an additional partner to the development project for a committed aggregate equity investment totaling no less than $259.3 million. The partner's indirect ownership interest in the joint venture is based on it's capital contributions, up to an aggregate maximum of 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at September 30, 2022 and December 31, 2021.

(7)The 50.1% ownership interest reflected in this table is comprised of our 25.1% economic interest and a 25.0% economic interest held by a third-party. The third-party's economic interest is held within a joint venture that we consolidate and recognize in Noncontrolling interests in other partnerships on our consolidated balance sheet. An additional third-party owns the remaining 49.9% economic interest in the property.

(8)In September 2022, the Company converted its mezzanine loan position secured by the equity interest in 5 Times Square to an equity interest in a joint venture partnership with the existing equity holders. See Note 5, " Debt and Preferred Equity Investments."

Disposition of Joint Venture Interests or Properties

The following table summarizes the investments in unconsolidated joint ventures disposed of during the nine months ended September 30, 2022:

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Property

Ownership Interest Disposed

Disposition Date

Gross Asset Valuation (in millions)

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

Stonehenge Portfolio

Various

April 2022

1.0

—

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

Joint Venture Mortgages and Other Loans Payable

We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases as of September 30, 2022 and December 31, 2021, respectively, are as follows (dollars in thousands):


Property	Economic Interest (1)		Current Maturity Date	Final Maturity Date (2)	Interest Rate (3)			September 30, 2022		December 31, 2021
Fixed Rate Debt:
717 Fifth Avenue (mortgage)	10.92	%	July 2022 (4)	July 2022 (4)		4.45	%	$	300,000	$	300,000
717 Fifth Avenue (mezzanine)	10.92	%	July 2022 (4)	July 2022 (4)		5.50	%	355,328		355,328
650 Fifth Avenue (mortgage)	50.00	%	October 2022 (5)	October 2022 (5)		4.46	%	210,000		210,000
650 Fifth Avenue (mezzanine)	50.00	%	October 2022 (5)	October 2022 (5)		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
220 East 42nd Street	51.00	%	June 2023	June 2025		5.75	%	510,000		510,000
1515 Broadway	56.87	%	March 2025	March 2025		3.93	%	787,296		801,845
11 Madison Avenue	60.00	%	September 2025	September 2025		3.84	%	1,400,000		1,400,000
One Madison Avenue (6)	25.50	%	November 2025	November 2026		3.90	%	356,201		169,629
800 Third Avenue	60.52	%	February 2026	February 2026		3.37	%	177,000		177,000
Worldwide Plaza	24.95	%	November 2027	November 2027		3.98	%	1,200,000		1,200,000
One Vanderbilt Avenue	71.01	%	July 2031	July 2031		2.95	%	3,000,000		3,000,000
Stonehenge Portfolio								—		195,493
Total fixed rate debt								$	8,872,825	$	8,896,295
Floating Rate Debt:
1552 Broadway	50.00	%	October 2022 (7)	October 2022 (7)	L+	2.65	%	$	193,132	$	193,132
121 Greene Street	50.00	%	November 2022	November 2022	L+	2.00	%	12,636		13,228
2 Herald Square	51.00	%	November 2022	November 2023	L+	1.95	%	192,500		200,989
11 West 34th Street	30.00	%	January 2023	January 2023	L+	1.45	%	23,000		23,000
115 Spring Street	51.00	%	September 2023	September 2023	L+	3.40	%	65,550		65,550
280 Park Avenue	50.00	%	September 2023	September 2024	L+	1.73	%	1,200,000		1,200,000
100 Park Avenue	49.90	%	December 2023	December 2025	L+	2.25	%	360,000		360,000
15 Beekman (8)	20.00	%	January 2024	July 2025	L+	1.50	%	73,136		43,566
5 Times Square	31.55	%	September 2024	September 2026	S+	4.69	%	847,469		—
10 East 53rd Street	55.00	%	February 2025	February 2025	L+	1.35	%	220,000		220,000
450 Park Avenue	25.10	%	June 2025	June 2027	S+	2.10	%	267,000		—
21 East 66th Street	32.28	%	June 2033	June 2033	T+	2.75	%	598		632
Total floating rate debt								$	3,455,021	$	2,320,097
Total joint venture mortgages and other loans payable								$	12,327,846	$	11,216,392
Deferred financing costs, net								(129,765)		(130,516)
Total joint venture mortgages and other loans payable, net								$	12,198,081	$	11,085,876

(1)Economic interest represents the Company's interests in the joint venture as of September 30, 2022. 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.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

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

(3)Interest rates as of September 30, 2022, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over the 30-day LIBOR ("L"), Term SOFR ("S") or 1-year Treasury ("T").

(4)This loan matured in July 2022. The Company is in discussions with the lender on resolution.

(5)In October 2022, the maturity date of the loan was extended by six months.

(6)The loan is a $1.25 billion construction facility with an initial term of five years with one, one year extension option. Advances under the loan are subject to costs incurred. In conjunction with the loan, we provided partial guarantees for interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics.

(7)This loan matured in October 2022. The Company is in discussions with the lender on a resolution.

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

We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $5.8 million and $15.0 million from these services, net of our ownership share of the joint ventures, for the three and nine months ended September 30, 2022, respectively. We earned $5.3 million and $12.0 million from these services, net of our ownership share of the joint ventures, for the three and nine months ended September 30, 2021, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.

The combined balance sheets for the unconsolidated joint ventures, at September 30, 2022 and December 31, 2021 are as follows (in thousands):


	September 30, 2022		December 31, 2021
Assets (1)
Commercial real estate property, net	$	15,729,750	$	14,763,874
Cash and restricted cash	720,053		768,510
Tenant and other receivables, related party receivables, and deferred rents receivable	605,766		533,455

Other assets	2,604,858		1,776,030
Total assets	$	19,660,427	$	17,841,869
Liabilities and equity (1)
Mortgages and other loans payable, net	$	12,198,081	$	11,085,876
Deferred revenue	1,117,156		1,158,242
Lease liabilities	987,390		980,595
Other liabilities	443,393		352,499
Equity	4,914,407		4,264,657
Total liabilities and equity	$	19,660,427	$	17,841,869
Company's investments in unconsolidated joint ventures	$	3,185,800	$	2,997,934

(1)At September 30, 2022, $538.8 million of net unamortized basis differences between the amount at which our investments are carried and our share of equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining life of the underlying items having given rise to the differences.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the three and nine months ended September 30, 2022 and 2021, are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total revenues	$	330,705	$	314,288	$	997,670	$	905,017
Operating expenses	59,841		54,157		173,327		142,800
Real estate taxes	66,594		58,367		186,710		166,974
Operating lease rent	6,616		5,644		19,465		16,931
Interest expense, net of interest income	112,747		90,710		305,977		248,588
Amortization of deferred financing costs	7,116		10,661		20,568		24,249

Depreciation and amortization	116,511		119,537		343,183		351,372
Total expenses	369,425		339,076		1,049,230		950,914
Loss on early extinguishment of debt	—		(1,158)		(467)		(2,484)
Net loss before (loss) gain on sale	$	(38,720)	$	(25,946)	$	(52,027)	$	(48,381)
Company's equity in net loss from unconsolidated joint ventures	$	(21,997)	$	(15,487)	$	(31,262)	$	(31,321)

7. Deferred Costs

Deferred costs as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Deferred leasing costs	$	410,655	$	400,419
Less: accumulated amortization	(294,703)		(275,924)
Deferred costs, net	$	115,952	$	124,495

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

8. Mortgages and Other Loans Payable

The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments as of September 30, 2022 and December 31, 2021, respectively, were as follows (dollars in thousands):


Property	Current Maturity Date	Final Maturity Date (1)	Interest Rate (2)		September 30, 2022		December 31, 2021
Fixed Rate Debt:
420 Lexington Avenue	October 2024	October 2040		3.99%	$	284,492	$	288,660
Landmark Square	January 2027	January 2027		4.90%	100,000		100,000
485 Lexington Avenue	February 2027	February 2027		4.25%	450,000		450,000
245 Park Avenue	June 2027	June 2027		4.22%	1,712,750		—
100 Church Street					—		200,212
1080 Amsterdam					—		34,537
Total fixed rate debt					$	2,547,242	$	1,073,409
Floating Rate Debt:
7 Dey / 185 Broadway (3)	November 2022	November 2023	L+	2.85%	$	210,148	$	198,169
719 Seventh Avenue	September 2023	September 2023	L+	1.20%	50,000		50,000
690 Madison Avenue	July 2024	July 2025	L+	1.50%	60,000		60,000
100 Church Street	June 2025	June 2027	S+	4.98%	370,000		—
609 Fifth Avenue					—		52,882
2017 Master Repurchase Agreement (4)					—		—
Total floating rate debt					$	690,148	$	361,051
Total fixed rate and floating rate debt					$	3,237,390	$	1,434,460
Mortgages reclassed to liabilities related to assets held for sale					—		(34,537)
Total mortgages and other loans payable					$	3,237,390	$	1,399,923
Deferred financing costs, net of amortization					(8,374)		(5,537)
Total mortgages and other loans payable, net					$	3,229,016	$	1,394,386

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

(2)Interest rate as of September 30, 2022, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over the 30-day LIBOR ("L") or Term SOFR ("S"), unless otherwise specified.

(3)This loan is a $225.0 million construction facility, with reductions in interest cost based on meeting certain conditions, and has an initial three year term with two one year extension options. Both one year extension options were exercised in October 2021 and 2022, respectively. Advances under the loan are subject to incurred costs and funded equity requirements.

(4)The facility matured in June 2022 and the Company is in discussions with the lender on an extension. As of September 30, 2022, there was no outstanding balance on the facility.

As of September 30, 2022 and December 31, 2021, the gross book value of the properties collateralizing the mortgages and other loans payable was approximately $3.8 billion and $2.1 billion, respectively.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

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, 2022, there have been no 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 bore interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advance rate. The facility matured in June 2022 and the Company is in discussions with the lender on an extension. As of September 30, 2022, the facility had no outstanding balance.

9. Corporate Indebtedness

2021 Credit Facility

In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, or the 2017 credit facility, and was originally entered into by the Company in November 2012, or the 2012 credit facility. As of September 30, 2022, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027, and November 21, 2024, respectively. The revolving credit facility has two six-month, as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.

As of September 30, 2022, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.

As of September 30, 2022, the applicable spread over adjusted Term SOFR plus 10 basis points was 105 basis points for the revolving credit facility, 120 basis points for Term Loan A, and 125 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, 2022, the facility fee was 25 basis points.

As of September 30, 2022, we had $8.5 million of outstanding letters of credit, $450.0 million drawn under the revolving credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $800.0 million under the 2021 credit facility. As of September 30, 2022 and December 31, 2021, the revolving credit facility had a carrying value of $442.8 million and $381.3 million, respectively, net of deferred financing costs. As of September 30, 2022 and December 31, 2021, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.

The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility. The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of September 30, 2022 and December 31, 2021, respectively, by scheduled maturity date (dollars in thousands):


Issuance	September 30, 2022 Unpaid Principal Balance		September 30, 2022 Accreted Balance		December 31, 2021 Accreted Balance		Interest Rate (1)			Initial Term (in Years)	Maturity Date
October 5, 2017 (2)	$	500,000	$	499,996	$	499,913		3.25	%	5	October 2022
December 17, 2015 (3)	100,000		100,000		100,000			4.27	%	10	December 2025
November 15, 2012	—		—		301,002			—	%	10	December 2022
	$	600,000	$	599,996	$	900,915
Deferred financing costs, net	—		(334)		(1,607)
	$	600,000	$	599,662	$	899,308

(1)Interest rate as of September 30, 2022, taking into account interest rate hedges in effect during the period.

(2)Issued by the Operating Partnership with the Company as the guarantor. In October 2022, these notes were repaid at maturity.

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

Restrictive Covenants

The terms of the 2021 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, 2022 and December 31, 2021, 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 eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Principal Maturities

Combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of September 30, 2022, including as-of-right extension options, were as follows (in thousands):


	Scheduled Amortization		Principal		Revolving Credit Facility		Unsecured Term Loans		Trust Preferred Securities		Senior Unsecured Notes		Total		Joint Venture Debt
Remaining 2022	$	1,428	$	210,148	$	—	$	—	$	—	$	500,000	$	711,576	$	412,928
2023	5,827		50,000		—		—		—		—		55,827		750,513
2024	4,488		332,749		—		200,000		—		—		537,237		893,994
2025	—		370,000		—		—		—		100,000		470,000		1,540,234
2026	—		—		—		—		—		—		—		107,137
Thereafter	—		2,262,750		450,000		1,050,000		100,000		—		3,862,750		2,429,821
	$	11,743	$	3,225,647	$	450,000	$	1,250,000	$	100,000	$	600,000	$	5,637,390	$	6,134,627

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest expense before capitalized interest	$	40,553	$	34,054	$	105,165	$	112,423
Interest on financing leases	1,099		1,229		3,453		4,215
Interest capitalized	(19,659)		(20,141)		(55,952)		(58,395)
Interest income	(169)		(335)		(812)		(1,088)
Interest expense, net	$	21,824	$	14,807	$	51,854	$	57,155

10. Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

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

Income earned from the profit participation, which is included in Other income on the consolidated statements of operations, was $0.0 million and $1.4 million for the three and nine months ended September 30, 2022, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2021, respectively.

We also recorded expenses, inclusive of capitalized expenses, of $0.0 million and $8.6 million for the three and nine months ended September 30, 2022, respectively, and $3.8 million and $9.4 million for the three and nine months ended September 30, 2021, respectively, for these services (excluding services provided directly to tenants).

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 $0.5 million for the three and nine months ended September 30, 2022, respectively. We received management fees from this entity of $0.2 million and $0.5 million for the three and nine months ended September 30, 2021, respectively.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

One Vanderbilt Avenue 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 (inclusive of the property and Summit One Vanderbilt) at the appraised fair market value for the interests acquired. This investment entitles these entities to receive 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 equaled the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.

Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser. In 2022, stabilization of the property (but not Summit One Vanderbilt) was achieved. Therefore, Messrs. Holiday and Mathias exercised their rights to tender 50% of their interests in the property (but not Summit One Vanderbilt) for liquidation values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.

One Vanderbilt Avenue Leases

In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For the three and nine months ended September 30, 2022, we recorded $0.7 million and $2.2 million, respectively, of rent expense under the lease. For the three and nine months ended September 30, 2021, we recorded $0.7 million and $1.6 million, respectively, of rent expense under the lease. Additionally, in June 2021, we, through a wholly-owned subsidiary, entered into a lease agreement with the One Vanderbilt Avenue joint venture for Summit One Vanderbilt, which commenced in October 2021. For the three and nine months ended September 30, 2022, we recorded $8.3 million and $26.0 million, respectively, of rent expense under the lease, including percentage rent, of which $5.5 million and $17.4 million, respectively, was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our consolidated statements of operations.

Other

We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures as further described in Note 6, "Investments in Unconsolidated Joint Ventures." Amounts due from joint ventures and related parties as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Due from joint ventures	$	26,539	$	28,204
Other	748		1,204
Related party receivables	$	27,287	$	29,408

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.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Common Units of Limited Partnership Interest in the Operating Partnership

As of September 30, 2022 and December 31, 2021, the noncontrolling interest unit holders owned 5.52%, or 3,759,073 units, and 5.57%, or 3,781,565 units, of the Operating Partnership, respectively, inclusive of retroactive adjustments to reflect the reverse stock split effectuated by SL Green in January 2022. As of September 30, 2022, 3,759,073 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, 2022 and the twelve months ended December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Balance at beginning of period	$	344,252	$	358,262
Distributions	(12,635)		(15,749)
Issuance of common units	16,408		18,678
Redemption and conversion of common units	(35,316)		(53,289)
Net (loss) income	(1,831)		25,457
Accumulated other comprehensive income allocation	6,404		1,042
Fair value adjustment	(23,539)		9,851
Balance at end of period	$	293,743	$	344,252

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, 2022:


Issuance	Stated Distribution Rate		Number of Units Authorized	Number of Units Issued	Number of Units Outstanding	Annual Dividend Per Unit(1)		Liquidation Preference Per Unit(2)		Conversion Price Per Unit(3)		Date of Issuance
Series A (4)	3.50	%	109,161	109,161	109,161	$	35.0000	$	1,000.00	$	—	August 2015
Series F	7.00	%	60	60	60	70.0000		1,000.00		29.12		January 2007
Series K	3.50	%	700,000	563,954	341,677	0.8750		25.00		134.67		August 2014
Series L	4.00	%	500,000	378,634	372,634	1.0000		25.00		—		August 2014
Series P	4.00	%	200,000	200,000	200,000	1.0000		25.00		—		July 2015
Series Q	3.50	%	268,000	268,000	268,000	0.8750		25.00		148.95		July 2015
Series R	3.50	%	400,000	400,000	400,000	0.8750		25.00		154.89		August 2015
Series S	4.00	%	1,077,280	1,077,280	1,077,280	1.0000		25.00		—		August 2015
Series V	3.50	%	40,000	40,000	40,000	0.8750		25.00		—		May 2019
Series W (5)	(6)		1	1	1	(6)		(6)		(6)		January 2020

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

(2)Units are redeemable at any time at par for cash at the option of the unit holder unless otherwise specified.

(3)If applicable, units are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) the amount shown in the table.

(4)Issued through a consolidated subsidiary. The units are 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, 2022, no Subsidiary Series B Preferred Units have been issued.

(5)The Series W preferred unit was issued in January 2020 in exchange for the then-outstanding Series O preferred unit. The holder of the Series W preferred unit is entitled to quarterly dividends in an amount calculated as (i) 1,350 multiplied by (ii) the current distribution per common unit of limited partnership in SL Green Operating Partnership. The holder has the right to require the Operating Partnership to repurchase the Series W unit for cash, or convert the Series W unit for Class B units, in each case at a price that is determined based on the closing price of the Company's common stock at the time such right is exercised. The unit's liquidation preference is the fair market value of the unit plus accrued distributions at the time of a liquidation event.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Below is a summary of the activity relating to the preferred units in the Operating Partnership for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Balance at beginning of period	$	196,075	$	202,169
Issuance of preferred units	—		—
Redemption of preferred units	(17,967)		(6,040)
Dividends paid on preferred units	(4,749)		(6,760)
Accrued dividends on preferred units	4,584		6,706
Balance at end of period	$	177,943	$	196,075

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, 2022, 64,315,581 shares of common stock and no shares of excess stock were issued and outstanding.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Share Repurchase Program

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

As of September 30, 2022, share repurchases executed under the program, excluding the redemption of OP units, 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	7,865,206	$107.81	7,865,206
Year ended 2018	9,187,480	$102.06	17,052,686
Year ended 2019	4,333,260	$88.69	21,385,946
Year ended 2020	8,276,032	$64.30	29,661,978
Year ended 2021	4,474,649	$75.44	34,136,627
Nine months September 30, 2022	1,971,092	$76.69	36,107,719

Perpetual Preferred Stock

We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at any time, in whole or from time to time in part, at par for cash. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.

Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

In February 2021, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.

The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the three and nine months ended September 30, 2022 and 2021, respectively (dollars in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Shares of common stock issued	2,933		1,944		5,827		8,770
Dividend reinvestments/stock purchases under the DRSPP	$	140	$	146	$	339	$	613

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.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

SL Green's earnings per share for the three and nine months ended September 30, 2022 and 2021 are computed as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Numerator	2022		2021		2022		2021
Basic Earnings:
Income (loss) attributable to SL Green common stockholders	$	7,377	$	388,205	$	(28,748)	$	486,073
Less: distributed earnings allocated to participating securities	(505)		(357)		(1,516)		(1,071)
Less: undistributed earnings allocated to participating securities	—		(1,977)		—		(1,790)
Net income (loss) attributable to SL Green common stockholders (numerator for basic earnings per share)	$	6,872	$	385,871	$	(30,264)	$	483,212
Add back: dilutive effect of earnings allocated to participating securities and contingently issuable shares	505		357		(484)		1,071
Add back: undistributed earnings allocated to participating securities	—		1,977		—		1,790
Add back: effect of dilutive securities (redemption of units to common shares)	491		22,683		(1,831)		28,489
Net income (loss) attributable to SL Green common stockholders (numerator for diluted earnings per share)	$	7,868	$	410,888	$	(32,579)	$	514,562


	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator	2022	2021	2022	2021
Basic Shares:
Weighted average common stock outstanding	63,949	64,856	63,971	66,248
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares	4,088	3,834	4,104	4,024
Stock-based compensation plans	860	806	1,052	676
Contingently issuable shares	—	—	122	101
Diluted weighted average common stock outstanding	68,897	69,496	69,249	71,049

The Company has excluded 621,134 and 517,574 common stock equivalents from the calculation of diluted shares outstanding for the three and nine months ended September 30, 2022, respectively, as they were anti-dilutive. The Company has excluded 969,631 and 1,032,243 common stock equivalents from the calculation of diluted shares outstanding for the three and nine months ended September 30, 2021, respectively, as they were anti-dilutive.

13. Partners' Capital of the Operating Partnership

The Company is the sole managing general partner of the Operating Partnership and at September 30, 2022 owned 64,315,581 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income (loss) and distributions.

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

Limited Partner Units

As of September 30, 2022, limited partners other than SL Green owned 5.52%, or 3,759,073 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, 2022 and 2021, respectively, are computed as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Numerator	2022		2021		2022		2021
Basic Earnings:
Net income (loss) attributable to SLGOP common unitholders (numerator for diluted earnings per unit)	$	7,868	$	410,888	$	(30,579)	$	514,562
Less: distributed earnings allocated to participating securities	(505)		(357)		(1,516)		(1,071)
Less: undistributed earnings allocated to participating securities	—		(1,977)		—		(1,790)
Net income (loss) attributable to SLGOP common unitholders (numerator for basic earnings per unit)	$	7,363	$	408,554	$	(32,095)	$	511,701
Add back: dilutive effect of earnings allocated to participating securities and contingently issuable shares	505		357		(484)		1,071
Add back: undistributed earnings allocated to participating securities	—		1,977		—		1,790
Net income (loss) attributable to SLGOP common unitholders (numerator for diluted earnings per unit)	$	7,868	$	410,888	$	(32,579)	$	514,562


	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator	2022	2021	2022	2021
Basic units:
Weighted average common units outstanding	68,037	68,690	68,075	70,272
Effect of Dilutive Securities:
Stock-based compensation plans	860	806	1,052	676
Contingently issuable units	—	—	122	101
Diluted weighted average common units outstanding	68,897	69,496	69,249	71,049

The Operating Partnership has excluded 621,134 and 517,574 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2022, respectively, as they were anti-dilutive. The Operating Partnership has excluded 969,631 and 1,032,243 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2021, respectively, as they were anti-dilutive.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

14. Share-based Compensation

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

The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock, phantom shares, dividend equivalent rights, cash-based awards and other equity-based awards. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted under the 2005 Plan. Currently, different types of awards count against the limit on the number of fungible units differently, with (1) full-value awards (i.e., those that deliver the full value of the award upon vesting, such as restricted stock) counting as 2.59 Fungible Units per share subject to such awards, (2) stock options, stock appreciation rights and other awards that do not deliver full value and expire five years from the date of grant counting as 0.84 fungible units per share subject to such awards, and (3) all other awards (e.g., 10-year stock options) counting as 1.0 fungible units per share subject to such awards. Awards granted under the 2005 Plan prior to the approval of the fifth amendment and restatement in June 2022 continue to count against the fungible unit limit based on the ratios that were in effect at the time such awards were granted, which may be different than the current ratios. As a result, depending on the types of awards issued, the 2005 Plan may result in the issuance of more or less than 32,210,000 shares. If a stock option or other award granted under the 2005 Plan expires or terminates, the common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of our common stock distributed under the 2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously terminated by the Company's Board of Directors, new awards may be granted under the 2005 Plan until June 1, 2032, which is the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. As of September 30, 2022, 6.3 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.

Stock Options and Class O LTIP Units

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

The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option pricing model based on historical information. There were no options granted during the nine months ended September 30, 2022 or the year ended December 31, 2021.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

A summary of the status of the Company's stock options as of September 30, 2022 and December 31, 2021, and changes during the nine months ended September 30, 2022 and year ended December 31, 2021 are as follows:


	September 30, 2022			December 31, 2021
	Options Outstanding	Weighted Average Exercise Price		Options Outstanding	Weighted Average Exercise Price
Balance at beginning of period	394,089	$	100.56	761,686	$	105.76

Exercised	—	—		(11,314)	72.30
Lapsed or canceled	(80,609)	112.14		(356,283)	112.56
Balance at end of period	313,480	$	97.59	394,089	$	100.56
Options exercisable at end of period	313,480	$	97.59	394,089	$	100.56

The remaining weighted average contractual life of the options outstanding was 2.1 years and the remaining average contractual life of the options exercisable was 2.1 years.

During the three and nine months ended September 30, 2022, we recognized no compensation expense related to options. During the three and nine months ended September 30, 2021, we recognized no compensation expense related to options. As of September 30, 2022, there was no unrecognized compensation cost related to unvested stock options.

Restricted Shares

Shares are granted to certain employees, including our executives, and vesting occurs upon the completion of a service period or our meeting established financial performance criteria. Vesting occurs at rates ranging from 15% to 35% once performance criteria are reached.

A summary of the Company's restricted stock as of September 30, 2022 and December 31, 2021 and changes during the nine months ended September 30, 2022 and the year ended December 31, 2021, are as follows:


	September 30, 2022		December 31, 2021
Balance at beginning of period	3,459,363		3,337,545
Granted	259,015		141,515
Canceled	(15,584)		(19,697)
Balance at end of period	3,702,794		3,459,363
Vested during the period	118,255		122,759
Compensation expense recorded	$	7,083,717	$	8,497,054
Total fair value of restricted stock granted during the period	$	14,807,004	$	9,214,531

The fair value of restricted stock that vested during the nine months ended September 30, 2022 and the year ended December 31, 2021 was $9.7 million and $11.3 million, respectively. As of September 30, 2022, there was $13.6 million of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 1.9 years.

We granted LTIP Units, which include bonus, time-based and performance-based awards, with a fair value of $40.6 million and $55.0 million as of September 30, 2022 and December 31, 2021, respectively. The grant date fair value of the LTIP Unit awards was calculated in accordance with ASC 718. A third party consultant determined that the fair value of the LTIP Units has a discount to our common stock price. The discount was calculated by considering the inherent uncertainty that the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of September 30, 2022, there was $57.5 million of total unrecognized compensation expense related to the time-based and performance based awards, which is expected to be recognized over a weighted average period of 1.6 years.

During the three and nine months ended September 30, 2022, we recorded compensation expense related to bonus, time-based and performance based awards of $10.1 million and $30.5 million, respectively. During the three and nine months ended September 30, 2021, we recorded compensation expense related to bonus, time-based and performance based awards of $9.1 million and $27.3 million, respectively.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

For the three and nine months ended September 30, 2022, $0.5 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. For the three and nine months ended September 30, 2021, $0.5 million and $1.6 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.

Deferred Compensation Plan for Directors

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

During the nine months ended September 30, 2022, 23,268 phantom stock units and 9,416 shares of common stock were issued to our Board of Directors. We recorded compensation expense of $0.2 million and $2.4 million during the three and nine months ended September 30, 2022, respectively, related to the Deferred Compensation Plan. We recorded compensation expense of $0.1 million and $2.2 million during the three and nine months ended September 30, 2021, respectively, related to the Deferred Compensation Plan.

As of September 30, 2022, there were 188,470 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

Employee Stock Purchase Plan

In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of September 30, 2022, 187,891 shares of our common stock had been issued under the ESPP.

15. Accumulated Other Comprehensive Income (Loss)

The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of September 30, 2022 (in thousands):


	Net unrealized gain (loss) on derivative instruments (1)		SL Green’s share of joint venture net unrealized gain (loss) on derivative instruments (2)		Net unrealized gain on marketable securities		Total
Balance at December 31, 2021	$	(25,881)	$	(21,994)	$	1,117	$	(46,758)
Other comprehensive gain (loss) before reclassifications	78,865		21,671		(609)		99,927
Amounts reclassified from accumulated other comprehensive income	2,526		1,879		—		4,405
Balance at September 30, 2022	$	55,510	$	1,556	$	508	$	57,574

(1)Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the deferred net gains from these terminated hedges, which is included in accumulated other comprehensive income (loss) relating to net unrealized loss on derivative instruments, was $(0.5) million and $(0.6) million, respectively.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

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

16. Fair Value Measurements

We are required to disclose fair value information with regard to certain of our financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The FASB guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We measure and/or disclose the estimated fair value of certain financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. This hierarchy consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following tables set forth the assets and liabilities that we measure at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy as of September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022
	Total		Level 1		Level 2		Level 3
Assets:
Marketable securities available-for-sale	$	12,039	$	—	$	12,039	$	—
Interest rate cap and swap agreements (included in Other assets)	59,285		—		59,285		—
Liabilities:
Interest rate cap and swap agreements (included in Other liabilities)	$	3,592	$	—	$	3,592	$	—


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Assets:
Marketable securities available-for-sale	$	24,146	$	—	$	24,146	$	—
Interest rate cap and swap agreements (included in Other assets)	1,896		—		1,896		—
Liabilities:
Interest rate cap and swap agreements (included in Other liabilities)	$	29,912	$	—	$	29,912	$	—

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 September 2022, the Company recorded at fair value the assets acquired and liabilities assumed at 245 Park Avenue. This fair value was determined using a third party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts, all of which are classified as Level 3 inputs.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model driven valuations using the significant inputs derived from or corroborated by observable market data. We do not intend to sell these securities and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases.

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

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

The following table provides the carrying value and fair value of these financial instruments as of September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022				December 31, 2021
	Carrying Value (1)		Fair Value		Carrying Value (1)		Fair Value

Debt and preferred equity investments	$	663,985	(2)		$	1,088,723	(2)

Fixed rate debt	$	4,497,238	$	4,284,029	$	3,274,324	$	3,336,463
Variable rate debt	1,140,148		1,133,490		801,051		800,672
	$	5,637,386	$	5,417,519	$	4,075,375	$	4,137,135

(1)Amounts exclude net deferred financing costs.

(2)As of September 30, 2022, debt and preferred equity investments had an estimated fair value ranging between $0.6 billion and $0.7 billion. As of December 31, 2021, debt and preferred equity investments had an estimated fair value ranging between $1.0 billion and $1.1 billion.

Disclosures regarding fair value of financial instruments was based on pertinent information available to us as of September 30, 2022 and December 31, 2021. Such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

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

The following table summarizes the notional value at inception and fair value of our consolidated derivative financial instruments as of September 30, 2022 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands).


	Notional Value		Strike Rate		Effective Date	Expiration Date	Balance Sheet Location	Fair Value
Interest Rate Cap	$	111,869	3.500	%	November 2021	November 2022	Other Assets	$	8
Interest Rate Swap	100,000		0.212	%	January 2021	January 2023	Other Assets	1,173
Interest Rate Swap	400,000		0.184	%	January 2022	February 2023	Other Assets	4,892
Interest Rate Swap	50,000		0.633	%	February 2022	February 2023	Other Assets	518
Interest Rate Swap	100,000		1.163	%	November 2021	July 2023	Other Assets	2,514
Interest Rate Swap	200,000		1.133	%	November 2021	July 2023	Other Assets	5,076
Interest Rate Cap	600,000		4.080	%	September 2022	September 2023	Other Liabilities	(2,822)
Interest Rate Swap	150,000		2.700	%	December 2021	January 2024	Other Assets	2,949
Interest Rate Swap	200,000		4.590	%	November 2022	January 2024	Other Liabilities	(476)
Interest Rate Swap	200,000		4.511	%	November 2022	January 2024	Other Liabilities	(294)
Interest Rate Swap	150,000		2.721	%	December 2021	January 2026	Other Assets	6,104
Interest Rate Swap	200,000		2.762	%	December 2021	January 2026	Other Assets	7,963
Interest Rate Swap	100,000		3.003	%	February 2023	February 2027	Other Assets	3,451
Interest Rate Swap	100,000		2.833	%	February 2023	February 2027	Other Assets	4,069
Interest Rate Swap	50,000		2.563	%	February 2023	February 2027	Other Assets	2,527
Interest Rate Swap	200,000		2.691	%	February 2023	February 2027	Other Assets	9,175
Interest Rate Swap	300,000		2.966	%	July 2023	May 2027	Other Assets	8,814
Interest Rate Swap	100,000		3.756	%	January 2023	January 2028	Other Assets	52
								$	55,693

During both the three and nine months ended September 30, 2022, we recorded a loss of $1.3 million based on the changes in the fair value of an interest rate swap we sold, which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. No gains or losses on the changes in the fair values were included in interest expense in the consolidated statements of operations during the three and nine months ended September 30, 2021.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

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, 2022, 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 $3.6 million. As of September 30, 2022, the Company was not required to post any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $3.6 million as of September 30, 2022.

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 income (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 $(37.6) million of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense and $(8.2) million of the portion related to our share of joint venture accumulated other comprehensive income (loss) will be reclassified into equity in net loss from unconsolidated joint ventures within the next 12 months.

The following table presents 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, 2022 and 2021, respectively (in thousands):


	Amount of Gain (Loss) Recognized in Other Comprehensive Income				Location of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
	Three Months Ended September 30,					Three Months Ended September 30,
Derivative	2022		2021				2022		2021
Interest Rate Swaps/Caps	$	44,057	$	(450)		Interest expense	$	3,061	$	(4,416)
Share of unconsolidated joint ventures' derivative instruments	9,354		(143)			Equity in net loss from unconsolidated joint ventures	(138)		(2,792)
	$	53,411	$	(593)			$	2,923	$	(7,208)

The following table presents the effect of our derivative financial instruments and our share of our joint ventures' derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the nine months ended September 30, 2022 and 2021, respectively (in thousands):


	Amount of Gain (Loss) Recognized in Other Comprehensive Income				Location of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
	Nine Months Ended September 30,					Nine Months Ended September 30,
Derivative	2022		2021				2022		2021
Interest Rate Swaps/Caps	$	83,768	$	7,305		Interest expense	$	(2,673)	$	(13,359)
Share of unconsolidated joint ventures' derivative instruments	22,951		(20,641)			Equity in net loss from unconsolidated joint ventures	(1,986)		(6,542)
	$	106,719	$	(13,336)			$	(4,659)	$	(19,901)

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

The following table summarizes the notional value at inception and fair value of our joint ventures' derivative financial instruments as of September 30, 2022 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands).


	Notional Value		Strike Rate		Effective Date	Expiration Date	Classification	Fair Value
Interest Rate Cap	$	23,000	4.750	%	January 2021	January 2023	Asset	$	—
Interest Rate Cap	220,000		4.000	%	February 2022	February 2023	Asset	188
Interest Rate Cap	510,000		3.000	%	December 2021	June 2023	Asset	4,589
Interest Rate Cap	272,000		4.000	%	July 2022	August 2023	Asset	979
Interest Rate Cap	400,000		3.500	%	September 2022	September 2023	Asset	3,073
Interest Rate Cap	1,075,000		4.080	%	September 2022	September 2023	Asset	5,070
Interest Rate Cap	125,000		4.080	%	September 2022	September 2023	Asset	590
Interest Rate Cap	246,155		0.550	%	February 2022	May 2024	Asset	23,192
Interest Rate Cap	246,155		0.550	%	February 2022	May 2024	Asset	23,161
Interest Rate Swap	177,000		1.669	%	March 2016	February 2026	Asset	13,348
								$	74,190

18. Lease Income

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

The components of lease income from operating leases during the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Fixed lease payments	$	142,778	$	142,979	$	416,033	$	473,466
Variable lease payments	19,990		12,660		58,283		58,634
Total lease payments (1)	$	162,768	$	155,639	$	474,316	$	532,100
Amortization of acquired above and below-market leases	184		(276)		(101)		(4,037)
Total rental revenue	$	162,952	$	155,363	$	474,215	$	528,063

(1)Amounts include $55.7 million and $169.9 million of sublease income during the three and nine months ended September 30, 2022 and $52.0 million and $175.5 million of sublease income during the three and nine months ended September 30, 2021, respectively.

The components of lease income from sales-type leases during the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Interest income (1)	$	1,099	$	1,108	$	3,286	$	3,313

(1)These amounts are included in Other income in our consolidated statements of operations.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

19. Commitments and Contingencies

Legal Proceedings

As of September 30, 2022, 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.

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

Notes to Consolidated Financial Statements (cont.)

September 30, 2022

(unaudited)

20. Segment Information

The Company has two 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, 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, 2022 and 2021, and selected asset information as of September 30, 2022 and December 31, 2021, 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, 2022	$	182,943	$	29,513	$	212,456
September 30, 2021	185,129		20,072		205,201
Nine months ended:
September 30, 2022	$	532,057	$	69,808	$	601,865
September 30, 2021	589,958		59,452		649,410
Net (loss) income
Three months ended:
September 30, 2022	$	(8,934)	$	21,145	$	12,211
September 30, 2021	398,377		17,157		415,534
Nine months ended:
September 30, 2022	$	(65,824)	$	53,571	$	(12,253)
September 30, 2021	478,589		50,224		528,813
Total assets
As of:
September 30, 2022	$	12,046,743	$	669,307	$	12,716,050
December 31, 2021	9,974,140		1,092,489		11,066,629

Interest costs for the debt and preferred equity segment include actual costs incurred for borrowings on the 2017 MRA. Interest is imputed on the investments that do not collateralize the 2017 MRA 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 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, 2022, marketing, general and administrative expenses totaled $21.3 million and $69.6 million. For the three and nine months ended September 30, 2021, marketing, general and administrative expenses totaled $23.5 million and $68.4 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, repositioning, ownership, management and operation of commercial and residential real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in 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, 2021.


			Consolidated			Unconsolidated		Total
Location	Property Type		Number of Buildings		Approximate Square Feet (unaudited)	Number of Buildings	Approximate Square Feet (unaudited)	Number of Buildings	Approximate Square Feet (unaudited)	Weighted Average Occupancy (1) (unaudited)
Commercial:
Manhattan	Office		13		9,963,138	12	13,998,381	25	23,961,519	91.4	%
	Retail		2	(2)	17,888	9	301,996	11	319,884	91.2	%
	Development/Redevelopment	(1)	5		2,091,719	3	2,746,241	8	4,837,960	N/A

			20		12,072,745	24	17,046,618	44	29,119,363	91.4	%
Suburban	Office		7		862,800	—	—	7	862,800	80.1	%



Total commercial properties			27		12,935,545	24	17,046,618	51	29,982,163	91.0	%
Residential:
Manhattan	Residential		1	(2)	140,382	—	—	1	140,382	85.6	%

Total portfolio			28		13,075,927	24	17,046,618	52	30,122,545	90.9	%

(2)As of September 30, 2022, we owned a building at 7 Dey / 185 Broadway that was comprised of approximately 50,206 square feet (unaudited) of retail space and approximately 140,382 square feet (unaudited) of residential space. For the purpose of this report, we have included this building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.

As of September 30, 2022, we also managed one office building owned by a third party encompassing approximately 0.3 million square feet (unaudited), and held debt and preferred equity investments with a book value excluding the impact of credit losses of $670.6 million, excluding approximately $8.5 million 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 line item.

Critical Accounting Policies and Estimates

Refer to the 2021 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting policies and estimates, which include investment in commercial real estate properties, investment in unconsolidated joint ventures, lease classification, revenue recognition, and debt and preferred equity investments. During the three and nine months ended September 30, 2022, there were no material changes to these policies.

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Results of Operations

Comparison of the three months ended September 30, 2022 to the three months ended September 30, 2021

The following comparison for the three months ended September 30, 2022, or 2022, to the three months ended September 30, 2021, or 2021, makes reference to the effect of the following:

i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2021 and still owned by us in the same manner as of September 30, 2022 (Same-Store Properties totaled 20 of our 28 consolidated operating buildings),

ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2022 and 2021 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 2022 and 2021, and

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


	Same-Store								Disposed				Other				Consolidated
(in millions)	2022		2021		$ Change		% Change		2022		2021		2022		2021		2022		2021		$ Change		% Change

Rental revenue	$	139.1	$	130.1	$	9.0	6.9	%	$	—	$	9.7	$	23.9	$	15.6	$	163.0	$	155.4	$	7.6	4.9	%

Investment income	—		—		—		—	%	—		—		29.5		20.1		29.5		20.1		9.4		46.8	%
Other income	2.6		2.0		0.6		30.0	%	—		11.5		17.4		16.3		20.0		29.8		(9.8)		(32.9)	%
Total revenues	141.7		132.1		9.6		7.3	%	—		21.2		70.8		52.0		212.5		205.3		7.2		3.5	%

Property operating expenses	68.7		63.7		5.0		7.8	%	0.3		3.9		18.5		11.8		87.5		79.4		8.1		10.2	%
Transaction related costs	—		—		—		—	%	—		—		0.3		0.2		0.3		0.2		0.1		50.0	%
Marketing, general and administrative	—		—		—		—	%	—		—		21.3		23.5		21.3		23.5		(2.2)		(9.4)	%
	68.7		63.7		5.0		7.8	%	0.3		3.9		40.1		35.5		109.1		103.1		6.0		5.8	%



Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income																	(23.9)		(17.2)		(6.7)		39.0	%
Depreciation and amortization																	(48.5)		(49.3)		0.8		(1.6)	%
Equity in net loss from unconsolidated joint ventures																	(22.0)		(15.5)		(6.5)		41.9	%
Equity in net loss on sale of interest in unconsolidated joint venture/real estate																	—		(1.3)		1.3		(100.0)	%
Purchase price and other fair value adjustments																	(1.1)		208.8		(209.9)		(100.5)	%
Gain on sale of real estate, net																	4.3		187.8		(183.5)		(97.7)	%







Net income																	$	12.2	$	415.5	$	(403.3)	(97.1)	%

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Rental Revenue

Rental revenues increased primarily due to the acquisition of 245 Park Avenue ($9.4 million) and a higher contribution from our Same-Store Properties ($9.0 million), primarily driven by increased occupancy at 1185 Avenue of the Americas ($2.8 million) and 1350 Avenue of the Americas ($1.9 million). This was partially offset by our Disposed Properties ($9.7 million).

The following table presents a summary of the commenced leasing activity for the three months ended September 30, 2022 in our Manhattan portfolio:


	Usable SF	Rentable SF	New Cash Rent (per rentable SF) (1)		Prev. Escalated Rent (per rentable SF) (2)		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)
Manhattan
Space available at beginning of the period	1,986,225


Acquired Vacancies	133,029

Space which became available during the period (3)
• Office	119,194
• Retail	74,736
• Storage	3,190
	197,120
Total space available	2,316,374
Leased space commenced during the period:
• Office(4)	127,057	137,444	$	84.97	$	77.30	$	63.60	6.2	6.6
• Retail	84,834	81,407	$	32.56	$	44.56	$	9.40	1.2	4.2
• Storage	1,538	1,529	$	17.78	$	17.68	$	—	—	1.3
Total leased space commenced	213,429	220,380	$	65.15	$	58.08	$	43.14	4.4	5.7

Total available space at end of period	2,102,945

Early renewals
• Office	20,891	27,440	$	62.67	$	61.33	$	13.09	1.8	3.2

• Retail	11,679	11,777	$	318.42	$	271.72	$	—	—	1.9
Total early renewals	32,570	39,217	$	139.47	$	124.51	$	9.16	1.3	2.8

Total commenced leases, including replaced previous vacancy
• Office		164,884	$	81.26	$	72.12	$	55.19	5.5	6.0
• Retail		93,184	$	68.69	$	74.76	$	8.21	1.1	3.9
• Storage		1,529	$	17.78	$	17.68	$	—	—	1.3
Total commenced leases		259,597	$	76.37	$	72.99	$	38.00	3.9	5.3

(1)Annual initial base rent.

(2)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.

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

(4)Average starting office rent excluding new tenants replacing vacancies was $77.87 per rentable square feet for 57,233 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $72.95 per rentable square feet for 84,673 rentable square feet.

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Investment Income

For the three months ended September 30, 2022, investment income increased primarily as a result of an increase in the weighted average yield of our debt and preferred equity investments due to recognition of previously unrecorded default interest on our preferred equity investment at 245 Park Avenue. For the three months ended September 30, 2022, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $995.0 million and 11.7%, respectively, as compared to $1.1 billion and 7.3%, respectively, for the three months ended September 30, 2021.

Other Income

Other income decreased primarily due to lower lease termination income for the three months ended September 30, 2022 as compared to the same period in 2021 ($11.4 million).

Property Operating Expenses

Property operating expenses increased primarily due to acquiring 245 Park Avenue ($4.0 million) in the third quarter of 2022, increased variable expenses and real estate taxes at our Same-Store Properties ($5.0 million), partially offset by reduced variable expenses and real estate taxes at our Disposed Properties ($3.5 million).

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses decreased to $21.3 million for three months ended September 30, 2022, as compared to $23.5 million for the same period in 2021 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, increased primarily due to acquiring 245 Park Avenue ($4.1 million) in the third quarter of 2022, an increase in average LIBOR and SOFR rates during the three months ended September 30, 2022 compared to the three months ended September 30, 2021 ($2.5 million) and a decrease in interest capitalization in connection with properties that are under development ($2.2 million). These increases were offset by the deconsolidation of 220 East 42nd Street ($1.4 million) in the third quarter of 2021 and the sale of 1080 Amsterdam Avenue ($0.7 million) in the second quarter of 2022. The weighted average consolidated debt balance outstanding was $4.4 billion for the three months ended September 30, 2022, compared to $4.3 billion for the three months ended September 30, 2021. The consolidated weighted average interest rate was 3.57% for the three months ended September 30, 2022, as compared to 3.06% for the three months ended September 30, 2021.

Depreciation and Amortization

Depreciation and amortization decreased at our Disposed Properties ($2.3 million) and Same-Store Properties ($0.8 million) during the three months ended September 30, 2022. Depreciation and amortization decreased further due to the deconsolidation of 220 East 42nd Street ($0.9 million) as a result of the interest sale during the third quarter of 2021, partially offset by acquiring 245 Park Avenue ($2.6 million) during the three months ended September 30, 2022.

Equity in net loss from unconsolidated joint ventures

Equity in net loss from unconsolidated joint ventures increased primarily as a result of increased interest expense across our joint venture portfolio ($8.6 million) and a decrease in income from operations at 11 Madison Avenue ($2.4 million), 919 Third Avenue ($2.3 million), Worldwide Plaza ($1.6 million), and 2 Herald Square ($1.5 million). This was partially offset by an increase in income from operations at One Vanderbilt Avenue ($11.1 million).

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

During the three months ended September 30, 2022, we did not sell any joint venture interests. During the three months ended September 30, 2021, we recognized a loss on sale related to the sale of our interest in 400 East 57th Street ($1.0 million).

Purchase price and other fair value adjustments

During the three months ended September 30, 2022, we recorded a $1.1 million fair value adjustment related to derivatives that are not designated as hedges. During the three months ended September 30, 2021, we recorded a $206.8 million fair value adjustment related to the 51.0% interest we retained in 220 East 42nd Street, which was deconsolidated when a 49% joint venture interest was sold.

Gain on sale of real estate, net

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

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Comparison of the nine months ended September 30, 2022 to the nine months ended September 30, 2021

The following comparison for the nine months ended September 30, 2022, or 2022, to the nine months ended September 30, 2021, or 2021, makes reference to the effect of the following:

iii."Disposed Properties," which represents all properties or interests in properties sold or partially sold in 2022 and 2021, 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)	2022		2021		$ Change		% Change		2022		2021		2022		2021		2022		2021		$ Change		% Change

Rental revenue	$	419.4	$	400.0	$	19.4	4.9	%	$	0.9	$	33.7	$	53.9	$	94.4	$	474.2	$	528.1	$	(53.9)	(10.2)	%

Investment income	—		—		—		—	%	—		—		69.8		59.5		69.8		59.5		10.3		17.3	%
Other income	3.6		3.2		0.4		12.5	%	10.4		23.7		43.8		35.0		57.8		61.9		(4.1)		(6.6)	%
Total revenues	423.0		403.2		19.8		4.9	%	11.3		57.4		167.5		188.9		601.8		649.5		(47.7)		(7.3)	%

Property operating expenses	198.3		194.5		3.8		2.0	%	1.9		15.2		44.0		58.6		244.2		268.3		(24.1)		(9.0)	%
Transaction related costs	—		—		—		—	%	—		—		0.3		0.2		0.3		0.2		0.1		50.0	%
Marketing, general and administrative	—		—		—		—	%	—		—		69.6		68.4		69.6		68.4		1.2		1.8	%
	198.3		194.5		3.8		2.0	%	1.9		15.2		113.9		127.2		314.1		336.9		(22.8)		(6.8)	%



Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income																	(57.8)		(66.7)		8.9		(13.3)	%
Depreciation and amortization																	(142.4)		(169.5)		27.1		(16.0)	%
Equity in net loss from unconsolidated joint ventures																	(31.3)		(31.3)		—		—	%
Equity in net loss on sale of interest in unconsolidated joint venture/real estate																	(0.1)		(5.4)		5.3		(98.1)	%
Purchase price and other fair value adjustments																	(7.3)		209.5		(216.8)		(103.5)	%
(Loss) gain on sale of real estate, net																	(61.1)		285.3		(346.4)		(121.4)	%
Depreciable real estate reserves and impairment																	—		(5.7)		5.7		(100.0)	%






Net (loss) income																	$	(12.3)	$	528.8	$	(541.1)	(102.3)	%

Rental Revenue

Rental revenue decreased primarily due to the deconsolidation of 220 East 42nd Street as a result of the sale of a joint venture interest during the third quarter of 2021 ($37.5 million), our Disposed Properties ($32.8 million), and properties moved into redevelopment ($11.3 million). This was partially offset by the acquisition of 245 Park Avenue ($9.4 million) and a higher contribution from our Same-Store Properties ($19.4 million).

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The following table presents a summary of the commenced leasing activity for the nine months ended September 30, 2022 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	1,638,009
Property out of redevelopment	107,612

Acquired vacancies	219,632

Space which became available during the period (3)
• Office	715,931
• Retail	159,296
• Storage	15,801
	891,028
Total space available	2,856,281
Leased space commenced during the period:
• Office(4)	629,619	688,666	$	75.03	$	71.31	$	89.30	9.1	10.0
• Retail	117,559	112,911	$	70.04	$	70.43	$	25.47	3.0	7.2
• Storage	6,158	6,343	$	25.92	$	27.47	$	2.91	4.5	6.3
Total leased space commenced	753,336	807,920	$	73.95	$	70.76	$	79.70	8.2	9.5

Total available space at end of period	2,102,945

Early renewals
• Office	91,122	106,266	$	79.21	$	78.33	$	28.07	2.6	4.1
• Retail	18,877	19,929	$	264.99	$	245.15	$	—	—	4.5
• Storage	2,088	2,088	$	28.14	$	28.14	$	—	—	2.7
Total early renewals	112,087	128,283	$	107.24	$	103.43	$	23.26	2.1	4.2

Total commenced leases, including replaced previous vacancy
• Office		794,932	$	75.59	$	72.56	$	81.11	8.2	9.2
• Retail		132,840	$	99.28	$	99.76	$	21.65	2.6	6.8
• Storage		8,431	$	26.47	$	27.65	$	2.19	3.4	5.4
Total commenced leases		936,203	$	78.51	$	76.55	$	71.96	7.4	8.8

(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 $68.94 per rentable square feet for 491,026 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $70.77 per rentable square feet for 597,292 rentable square feet.

Investment Income

For the nine months ended September 30, 2022, investment income increased primarily as a result of a increase in the weighted average yield of our debt and preferred equity investments due to recognition of previously unrecorded default interest on our preferred equity investment at 245 Park Avenue. For the nine months ended September 30, 2022, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $1.1 billion and 8.7%, respectively, as compared to $1.1 billion and 7.1%, respectively, for the nine months ended September 30, 2021.

Other Income

Other income decreased primarily due to lower lease termination income for the nine months ended September 30, 2022 ($5.4 million) as compared to the same period in 2021 ($24.1 million). This decrease was partially offset by an increase in construction fee income ($6.0 million), income related to the resolution of the Company's investment in 1591-1597 Broadway ($5.0 million), and fee income related to the acquisition of 450 Park Avenue ($4.7 million).

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Property Operating Expenses

Property operating expenses decreased primarily due to the sale of a joint venture interest and deconsolidation of 220 East 42nd Street ($13.0 million) in the third quarter of 2021, reduced variable expenses and real estate taxes at our Disposed and Acquired Properties ($13.1 million and $6.0 million, respectively), and reduced real estate taxes at our Same-Store Properties ($8.8 million), partially offset by increased variable expenses at our Same-Store Properties ($12.6 million).

Marketing, General and Administrative Expenses

Marketing, general and administrative expenses increased to $69.6 million for the nine months ended September 30, 2022, compared to $68.4 million for the same period in 2021, primarily due to an increase in rent expense for the Company's corporate offices at One Vanderbilt Avenue as offset by reduced by 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 deconsolidation of 220 East 42nd Street ($11.1 million) in the third quarter of 2021, lower interest expense from senior unsecured notes ($4.4 million) and term loans ($1.6 million) due to a decrease in balances outstanding during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021, and the sale of 1080 Amsterdam Avenue ($1.8 million) in the second quarter of 2022. These decreases were offset by a significant increase in average LIBOR and SOFR rates during the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 ($5.4 million), acquiring 245 Park Avenue in the third quarter of 2022 ($4.1 million) and a decrease in interest capitalization in connection with properties that are under development ($2.1 million). The weighted average consolidated debt balance outstanding was $4.2 billion for the nine months ended September 30, 2022, compared to $5.0 billion for the nine months ended September 30, 2021. The consolidated weighted average interest rate was 3.28% for the nine months ended September 30, 2022, as compared to 2.91% for the nine months ended September 30, 2021.

Depreciation and Amortization

Depreciation and amortization decreased primarily due to our Disposed, Same-Store, and Acquired Properties ($13.5 million, $1.5 million, and $1.1 million, respectively) during the nine months ended September 30, 2022. Depreciation and amortization decreased further due to the deconsolidation of 220 East 42nd Street ($9.5 million) as a result of the interest sale during the third quarter of 2021.

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

During the nine months ended September 30, 2022, we recognized a loss on the sale of our interest in the Stonehenge Portfolio. During the nine months ended September 30, 2021, we recognized losses on the sales of our interest in 55 West 46th Street ($15.3 million) and 400 East 57th Street ($1.0 million), offset by a gain on the sale of our interest in 605 West 42nd Street ($8.3 million).

Purchase price and other fair value adjustments

During the nine months ended September 30, 2022, we recorded a $6.1 million fair value adjustment related to an investment in marketable securities and a $1.3 million fair value adjustment related to derivatives that are not designated as hedges. During the nine months ended September 30, 2021, we recorded a $206.8 million fair value adjustment related to the 51.0% interest we retained in 220 East 42nd Street, which was deconsolidated when a 49% joint venture interest was sold.

(Loss) gain on sale of real estate, net

During the nine months ended September 30, 2022, we recognized losses on the sales of 609 Fifth Avenue ($80.2 million) and 707 Eleventh Avenue ($0.8 million), offset by a gain on the sale of 1080 Amsterdam Avenue ($17.9 million). During the nine months ended September 30, 2021, we recognized gains from the sale of a 49% joint venture interest in 220 East 42nd Street ($175.1 million), 635-641 Sixth Avenue ($99.3 million) and 410 Tenth Avenue ($11.6 million).

Depreciable real estate reserves and impairment

During the nine months ended September 30, 2022, we did not recognize any depreciable real estate reserves. During the nine months ended September 30, 2021, we recognized depreciable real estate reserves and impairments related to 400 East 57th Street ($5.7 million).

Liquidity and Capital Resources

We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and for debt and preferred equity investments will include:

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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.

The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension options and put options, estimated interest expense, and our obligations under our financing and operating leases, as of September 30, 2022 were as follows (in thousands):


	Remaining 2022		2023		2024		2025		2026		Thereafter		Total
Property mortgages and other loans	$	211,576	$	55,827	$	337,237	$	370,000	$	—	$	2,262,750	$	3,237,390
Revolving credit facility	—		—		—		—		—		450,000		450,000
Unsecured term loans	—		—		200,000		—		—		1,050,000		1,250,000
Senior unsecured notes	500,000		—		—		100,000		—		—		600,000
Trust preferred securities	—		—		—		—		—		100,000		100,000
Financing leases	773		3,133		3,180		3,228		3,276		203,494		217,084
Operating leases	11,737		52,979		58,827		58,966		59,106		1,433,408		1,675,023
Estimated interest expense	51,741		220,496		216,261		182,716		155,670		90,886		917,770
Joint venture debt	412,928		750,513		893,994		1,540,234		107,137		2,429,821		6,134,627
Total	$	1,188,755	$	1,082,948	$	1,709,499	$	2,255,144	$	325,189	$	8,020,359	$	14,581,894

We estimate that for the remainder of the year ending December 31, 2022, we expect to incur $23.4 million of recurring capital expenditures on existing consolidated properties and $56.6 million of development or redevelopment expenditures on existing consolidated properties, of which $1.2 million will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $43.9 million, of which $29.9 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.

As of September 30, 2022, we had liquidity of $1.0 billion, comprised of $800.0 million of availability under our revolving credit facility and $217.8 million of consolidated cash on hand, inclusive of $16.5 million of marketable securities. This liquidity excludes $142.1 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt 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 $385.1 million and $345.9 million as of September 30, 2022 and 2021, respectively, representing a increase of $39.1 million. The increase was a result of the following changes in cash flows (in thousands):


	Nine Months Ended September 30,
	2022		2021		Change
Net cash provided by operating activities	$	249,628	$	191,012	$	58,616
Net cash provided by investing activities	273,314		886,877		(613,563)
Net cash used in financing activities	(474,848)		(1,104,751)		629,903

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 months ended September 30, 2022, when compared to the nine months ended September 30, 2021, we used cash primarily for the following investing activities (in thousands):


Acquisitions of real estate	$	88,300
Capital expenditures and capitalized interest	13,383
Acquisition deposits and deferred purchase price	75,400
Joint venture investments	(70,127)
Distributions from joint ventures	(657,780)
Proceeds from sales of real estate/partial interest in property	(187,415)
Cash and restricted cash assumed from acquisition of real estate investment	60,494
Cash assumed from consolidation of real estate investment	(9,475)
Debt and preferred equity and other investments	73,657
Decrease in net cash provided by investing activities	$	(613,563)

Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $208.4 million for the nine months ended September 30, 2021 to $195.0 million for the nine months ended September 30, 2022 due to 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, 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 months ended September 30, 2022, when compared to the nine months ended September 30, 2021, we used cash for the following financing activities (in thousands):


Proceeds from our debt obligations	$	549,761
Repayments of our debt obligations	(117,636)
Net distribution to noncontrolling interests	53,336
Other financing activities	51,436
Proceeds from stock options exercised and DRSPP issuance	(274)

Repurchase of common stock	129,426
Redemption of preferred stock	(14,336)
Acquisition of subsidiary interest from noncontrolling interest	(29,817)
Dividends and distributions paid	8,007
Decrease in net cash used in financing activities	$	629,903

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Capitalization

Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of September 30, 2022, 64,315,581 shares of common stock and no shares of excess stock were issued and outstanding.

Share Repurchase Program

As of September 30, 2022, share repurchases executed under the program, excluding the redemption of OP units, 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	7,865,206	$107.81	7,865,206
Year ended 2018	9,187,480	$102.06	17,052,686
Year ended 2019	4,333,260	$88.69	21,385,946
Year ended 2020	8,276,032	$64.30	29,661,978
Year ended 2021	4,474,649	$75.44	34,136,627
Nine months September 30, 2022	1,971,092	$76.69	36,107,719

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Dividend Reinvestment and Stock Purchase Plan ("DRSPP")


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Shares of common stock issued	2,933		1,944		5,827		8,770
Dividend reinvestments/stock purchases under the DRSPP	$	140	$	146	$	339	$	613

Fifth Amended and Restated 2005 Stock Option and Incentive Plan

The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of September 30, 2022, 6.3 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

As of September 30, 2022, there were 188,470 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, 2021 credit facility, senior unsecured notes and trust preferred securities outstanding as of September 30, 2022 and December 31, 2021, (amounts in thousands).


Debt Summary:	September 30, 2022			December 31, 2021
Balance
Fixed rate	$	3,147,238		$	1,974,324
Variable rate—hedged	1,350,000			1,300,000
Total fixed rate	4,497,238			3,274,324
Total variable rate	1,140,148			801,051
Total debt	$	5,637,386		$	4,075,375

Debt, preferred equity, and other investments subject to variable rate	$	189,449		$	294,970
Net exposure to variable rate debt	950,699			506,081

Percent of Total Debt:
Fixed rate	79.8		%	80.3		%
Variable rate (1)	20.2		%	19.7		%
Total	100.0		%	100.0		%
Effective Interest Rate for the Year:
Fixed rate	3.40		%	3.14		%
Variable rate	2.81		%	2.11		%
Effective interest rate	3.57		%	3.02		%

(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 17.5% and 13.4% as of September 30, 2022 and December 31, 2021, respectively.

The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (3.14% and 0.10% as of September 30, 2022 and December 31, 2021, respectively). As of December 6, 2021, the variable rate for our 2021 Credit facility bears interest at an interest rate based on adjusted Term SOFR (2.98% as of September 30, 2022). Our consolidated debt as of September 30, 2022 had a weighted average term to maturity of 2.28 years.

Certain of our debt and equity investments and other investments, with carrying values of $189.4 million as of September 30, 2022 and $295.0 million as of December 31, 2021, 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 17.5% and 13.4%, respectively.

2021 Credit Facility

In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, or the 2017 credit facility, and was originally entered into by the Company in November 2012, or the 2012 credit facility. As of September 30, 2022, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15 2026, May 15, 2027, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.

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The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.

The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

Restrictive Covenants

The terms of the 2021 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, 2022 and December 31, 2021, 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, 2022, 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 $8.9 million and would increase our share of joint venture annual interest cost by $14.0 million. As of September 30, 2022, 28.5% of our $0.7 billion debt and preferred equity portfolio was 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 $4.5 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, 2022 bore interest based on a spread to LIBOR of 120 basis points to 340 basis points, and Term SOFR of 115 basis points to 469 basis points.

Off-Balance Sheet Arrangements

We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.

Dividends/Distributions

We expect to pay 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, interest on our debt and preferred equity portfolio, and asset sales.

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.

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

Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

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

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

Funds from Operations

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

The Company presents FFO because it considers it an important supplemental measure of the Company’s operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our ability to make cash distributions.

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FFO for the three and nine months ended September 30, 2022 and 2021 are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss) attributable to SL Green common stockholders	$	7,377	$	388,205	$	(28,748)	$	486,073
Add:
Depreciation and amortization	48,462		49,277		142,359		169,534
Joint venture depreciation and noncontrolling interest adjustments	63,890		61,733		185,352		176,920
Net (income) loss attributable to noncontrolling interests	(502)		21,768		438		26,035
Less:
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	—		(1,280)		(131)		(5,438)
Depreciable real estate reserves and impairment	—		—		—		(5,696)
Gain (loss) on sale of real estate, net	4,276		187,766		(61,104)		285,338
Purchase price and other fair value adjustments	—		206,779		—		209,443
Depreciation on non-rental real estate assets	709		754		1,845		1,953
Funds from Operations attributable to SL Green common stockholders and unit holders	$	114,242	$	126,964	$	358,791	$	372,962
Cash flows provided by operating activities	$	67,193	$	87,748	$	249,628	$	191,012
Cash flows provided by investing activities	137,990		245,356		273,314		886,877
Cash flows used in financing activities	(97,166)		(303,672)		(474,848)		(1,104,751)

Inflation

Substantially all of our office leases provide for separate real estate tax and operating expense escalations and reimbursements as well as operating expense recoveries based on increases in the 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 and reimbursements 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.

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;

•dependence upon certain geographic markets;

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•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 - Interest Rate Risk" in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022 for the Company and the Operating Partnership and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk" in the Annual Report on Form 10-K for the year ended December 31, 2021 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, 2021.

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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, 2022 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, 2022 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, 2022 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, 2021.

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

As of September 30, 2022, share repurchases executed under the program, excluding the redemption of OP units, were as follows:


Period	Shares repurchased	Average price paid per share	Total number of shares repurchased as part of the repurchase plan or programs
Year ended 2017	7,865,206	$107.81	7,865,206
Year ended 2018	9,187,480	$102.06	17,052,686
Year ended 2019	4,333,260	$88.69	21,385,946
Year ended 2020	8,276,032	$64.30	29,661,978
Year ended 2021	4,474,649	$75.44	34,136,627
Nine months September 30, 2022	1,971,092	$76.69	36,107,719

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.


Exhibit No.						Description
31.1						Certification by the Chairman and Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2						Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.3						Certification by the Chairman and Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.4						Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1						Certification by the Chairman and Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2						Certification by the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.3						Certification by the Chairman and Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.4						Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101						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, 2022, 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 4, 2022

By:

Matthew J. DiLiberto

Chief Financial Officer

(Principal Financial and Accounting Officer)

SIGNATURES

SL GREEN OPERATING PARTNERSHIP, L.P.

By:

/s/ Matthew J. DiLiberto

Dated: November 4, 2022

Matthew J. DiLiberto
Chief Financial Officer of SL Green, the sole general partner of the Operating Partnership (Principal Financial and Accounting Officer)