Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Aggregate the Fair Values of these Financial Assets and Liabilities

The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy.


(Amounts in thousands)	As of September 30, 2024
	Total		Level 1		Level 2		Level 3
Deferred compensation plan assets ($8,155 included in restricted cash and $105,197 in other assets)	$	113,352	$	65,532	$	—	$	47,820
Loans receivable ($32,984 included in investments in partially owned entities and $51,153 in other assets)	84,137		—		—		84,137
Interest rate swaps and caps designated as a hedge (included in other assets)	55,514		—		55,514		—
Interest rate caps not designated as a hedge (included in other assets)	1,653		—		1,653		—
Total assets	$	254,656	$	65,532	$	57,167	$	131,957

Mandatorily redeemable instruments (included in other liabilities)	$	49,383	$	49,383	$	—	$	—
Interest rate swaps designated as a hedge (included in other liabilities)	11,510		—		11,510		—
Sold interest rate caps not designated as a hedge (included in other liabilities)	1,652		—		1,652		—
Total liabilities	$	62,545	$	49,383	$	13,162	$	—

(Amounts in thousands)	As of December 31, 2023
	Total		Level 1		Level 2		Level 3
Deferred compensation plan assets ($26,363 included in restricted cash and $78,883 in other assets)	$	105,246	$	58,956	$	—	$	46,290
Loans receivable (included in investments in partially owned entities)	32,984		—		—		32,984
Interest rate swaps and caps designated as a hedge (included in other assets)	138,772		—		138,772		—
Interest rate caps not designated as a hedge (included in other assets)	4,154		—		4,154		—
Total assets	$	281,156	$	58,956	$	142,926	$	79,274

Mandatorily redeemable instruments (included in other liabilities)	$	49,386	$	49,386	$	—	$	—
Interest rate swaps designated as a hedge (included in other liabilities)	7,239		—		7,239		—
Sold interest rate caps not designated as a hedge (included in other liabilities)	4,092		—		4,092		—
Total liabilities	$	60,717	$	49,386	$	11,331	$	—

Schedule of Changes in Fair Value of Deferred Compensation Plan Assets

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.


(Amounts in thousands)	For the Three Months Ended September 30, 2024		For the Nine Months Ended September 30, 2024

Beginning balance	$	47,958	$	46,290
Purchases	56		1,598
Sales	(1,287)		(4,550)
Realized and unrealized (losses) gains	(159)		1,103
Other, net	1,252		3,379
Ending balance	$	47,820	$	47,820

Schedule of Changes in Fair Value

The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.


(Amounts in thousands)	Three and Nine Months Ended September 30, 2024
Beginning balance	$	32,984
Investment in loan receivable	50,000
Interest accrual	1,724
Paydowns	(571)
Ending balance(1)	$	84,137

____________________

(1)The fair value for $32,984 of the balance was determined by using a discounted cash flow model and level 3 inputs, which include a terminal capitalization rate of 5.5% and a discount rate of 8.0% as of September 30, 2024, and December 31, 2023. The terminal capitalization rate and discount rate disclosed reflect both the range and the weighted average. The fair value for the remaining balance was based on the recent transaction price.

Schedule of Derivative Assets at Fair Value

The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of September 30, 2024 and December 31, 2023.


(Amounts in thousands)	As of September 30, 2024									As of December 31, 2023
	Notional Amount			All-In Swapped Rate	Swap/Cap Expiration Date	Fair Value Asset		Fair Value Liability		Fair Value Asset			Fair Value Liability
Interest rate swaps:
555 California Street mortgage loan	$	840,000	(1)	6.03%	05/26	$	—	$	6,575	$	15,494	(2)	$	6,091
770 Broadway mortgage loan	700,000			4.98%	07/27	10,426		—		20,306			—
PENN 11 mortgage loan	500,000		(3)	6.28%	10/25	—		2,235		4,702			1,148
Unsecured revolving credit facility	575,000			3.88%	08/27	8,874		—		17,064			—
Unsecured term loan	700,000			4.53%	(4)	3,764		—		11,089			—
100 West 33rd Street mortgage loan	480,000			5.26%	06/27	—		1,215		3,550			—
888 Seventh Avenue mortgage loan	200,000		(5)	4.76%	09/27	1,781		—		4,340			—
4 Union Square South mortgage loan	96,850		(6)	3.74%	01/25	596		—		2,327			—
435 Seventh Avenue mortgage loan(7)	75,000			6.96%	04/26	—		1,485		—			—
Interest rate caps:
1290 Avenue of the Americas mortgage loan	950,000			(8)	11/25	28,747		—		53,784			—
One Park Avenue mortgage loan	525,000			(9)	03/25	1,307		—		5,297			—
Various mortgage loans						19		—		819			—
						$	55,514	$	11,510	$	138,772		$	7,239

____________________

(1)Represents our 70.0% share of the $1.2 billion mortgage loan.

(2)Represents the fair value of the interest rate swap arrangement that expired in May 2024.

(3)In January 2024, we entered into an interest rate swap arrangement for $250,000 of the $500,000 PENN 11 mortgage loan. Together with the existing swap arrangement the loan will bear interest at an all-in swapped rate of 6.28% through October 2025.

(4)Represents the aggregate fair value of various interest rate swap arrangements to hedge interest payments on our unsecured term loan, which matures in December 2027. The impact of these interest rate swap arrangements is detailed below:


	Swapped Balance		All-In Swapped Rate	Unswapped Balance (bears interest at S+130)
10/23 through 07/25	$	700,000	4.53%	$	100,000
07/25 through 10/26	550,000		4.36%	250,000
10/26 through 08/27	50,000		4.04%	750,000

(5)The remaining $59,800 mortgage loan balance bears interest at a floating rate of SOFR plus 1.80% (7.00% as of September 30, 2024).

(6)The remaining $23,150 mortgage loan balance bears interest at a floating rate of SOFR plus 1.50% (6.70% as of September 30, 2024).

(7)Entered into in May 2024.

(8)SOFR cap strike rate of 1.00%. In connection with the arrangement, we made a $63,100 up-front payment in 2023, of which $18,930 was attributable to noncontrolling interests.

(9)SOFR cap strike rate of 3.89%.

Schedule of Derivative Liabilities at Fair Value

The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of September 30, 2024 and December 31, 2023.


(Amounts in thousands)	As of September 30, 2024									As of December 31, 2023
	Notional Amount			All-In Swapped Rate	Swap/Cap Expiration Date	Fair Value Asset		Fair Value Liability		Fair Value Asset			Fair Value Liability
Interest rate swaps:
555 California Street mortgage loan	$	840,000	(1)	6.03%	05/26	$	—	$	6,575	$	15,494	(2)	$	6,091
770 Broadway mortgage loan	700,000			4.98%	07/27	10,426		—		20,306			—
PENN 11 mortgage loan	500,000		(3)	6.28%	10/25	—		2,235		4,702			1,148
Unsecured revolving credit facility	575,000			3.88%	08/27	8,874		—		17,064			—
Unsecured term loan	700,000			4.53%	(4)	3,764		—		11,089			—
100 West 33rd Street mortgage loan	480,000			5.26%	06/27	—		1,215		3,550			—
888 Seventh Avenue mortgage loan	200,000		(5)	4.76%	09/27	1,781		—		4,340			—
4 Union Square South mortgage loan	96,850		(6)	3.74%	01/25	596		—		2,327			—
435 Seventh Avenue mortgage loan(7)	75,000			6.96%	04/26	—		1,485		—			—
Interest rate caps:
1290 Avenue of the Americas mortgage loan	950,000			(8)	11/25	28,747		—		53,784			—
One Park Avenue mortgage loan	525,000			(9)	03/25	1,307		—		5,297			—
Various mortgage loans						19		—		819			—
						$	55,514	$	11,510	$	138,772		$	7,239

____________________

(1)Represents our 70.0% share of the $1.2 billion mortgage loan.

(2)Represents the fair value of the interest rate swap arrangement that expired in May 2024.


	Swapped Balance		All-In Swapped Rate	Unswapped Balance (bears interest at S+130)
10/23 through 07/25	$	700,000	4.53%	$	100,000
07/25 through 10/26	550,000		4.36%	250,000
10/26 through 08/27	50,000		4.04%	750,000

(5)The remaining $59,800 mortgage loan balance bears interest at a floating rate of SOFR plus 1.80% (7.00% as of September 30, 2024).

(6)The remaining $23,150 mortgage loan balance bears interest at a floating rate of SOFR plus 1.50% (6.70% as of September 30, 2024).

(7)Entered into in May 2024.

(8)SOFR cap strike rate of 1.00%. In connection with the arrangement, we made a $63,100 up-front payment in 2023, of which $18,930 was attributable to noncontrolling interests.

(9)SOFR cap strike rate of 3.89%.

Schedule of Fair Value Inputs Quantitative Information

The fair values of these assets were measured using discounted cash flow analyses and the significant unobservable quantitative inputs in the table below.


	As of December 31, 2023
Unobservable Quantitative Input	Range	Weighted Average (based on fair value of investments)
Discount rates	7.50% - 8.00%	7.99%
Terminal capitalization rates	5.50%	5.50%

Schedule of Carrying Amounts and Fair Values of Financial Instruments

The table below summarizes the carrying amounts and fair value of these financial instruments.


(Amounts in thousands)	As of September 30, 2024					As of December 31, 2023
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents	$	700,211		$	700,000	$	825,720		$	826,000
Debt:
Mortgages payable	$	5,708,919		$	5,567,000	$	5,729,615		$	5,569,000
Senior unsecured notes	1,200,000			1,128,000		1,200,000			1,069,000
Unsecured term loan	800,000			800,000		800,000			800,000
Unsecured revolving credit facilities	575,000			575,000		575,000			575,000
Total	$	8,283,919	(1)	$	8,070,000	$	8,304,615	(1)	$	8,013,000

____________________

(1)Excludes $42,861 and $53,163 of deferred financing costs, net and other as of September 30, 2024 and December 31, 2023, respectively.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

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