Fair Value Measurements | Fair Value Measurements ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities as well as certain U.S. Treasury securities that are highly liquid and are actively traded in secondary markets; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) investments in U.S. Treasury bills (classified as available-for-sale), (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) loans receivable (for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10")), (v) interest rate swaps and caps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables on the following page, aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy. 14. Fair Value Measurements - continued Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued (Amounts in thousands) As of September 30, 2022 Total Level 1 Level 2 Level 3 Investments in U.S. Treasury bills (1) $ 445,165 $ 445,165 $ — $ — Real estate fund investments 930 — — 930 Deferred compensation plan assets ($6,434 included in restricted cash and $89,247 in other assets) 95,681 50,770 — 44,911 Loans receivable ($49,227 included in investments in partially owned entities and $4,024 in other assets) 53,251 — — 53,251 Interest rate swaps and caps (included in other assets) 189,891 — 189,891 — Total assets $ 784,918 $ 495,935 $ 189,891 $ 99,092 Mandatorily redeemable instruments (included in other liabilities) $ 49,383 $ 49,383 $ — $ — Total liabilities $ 49,383 $ 49,383 $ — $ — (Amounts in thousands) As of December 31, 2021 Total Level 1 Level 2 Level 3 Real estate fund investments $ 7,730 $ — $ — $ 7,730 Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets) 110,174 65,158 — 45,016 Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets) 50,182 — — 50,182 Interest rate swaps and caps (included in other assets) 18,929 — 18,929 — Total assets $ 187,015 $ 65,158 $ 18,929 $ 102,928 Mandatorily redeemable instruments (included in other liabilities) $ 49,659 $ 49,659 $ — $ — Interest rate swaps (included in other liabilities) 32,837 — 32,837 — Total liabilities $ 82,496 $ 49,659 $ 32,837 $ — ____________________ (1) During the nine months ended September 30, 2022, we purchased $794,793 in U.S. Treasury bills with an aggregate par value of $800,000 and realized proceeds of $350,000 from maturing U.S. Treasury bills. As of September 30, 2022, our investments in U.S. Treasury bills have an aggregate amortized cost of $448,196 and have remaining maturities of less than one year. Real Estate Fund Investments As of September 30, 2022, we had two real estate fund investments with an aggregate fair value of $930,000, $275,459,000 below cost. These investments are classified as Level 3. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments. Range Weighted Average Unobservable Quantitative Input September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 Discount rates 12.0% to 13.0% 12.0% to 15.0% 12.6% 13.2% Terminal capitalization rates 5.5% to 9.5% 5.5% to 8.8% 7.7% 7.4% The inputs above are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. 14. Fair Value Measurements - continued Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued Real Estate Fund Investments - continued The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3. (Amounts in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Beginning balance $ 930 $ 3,739 $ 7,730 $ 3,739 Previously recorded unrealized loss on exited investments — — 59,396 — Realized loss on exited investments — — (53,724) — Net unrealized loss on held investments — — (6,800) (789) Dispositions — — (5,672) — Purchases/additional fundings — — — 789 Ending balance $ 930 $ 3,739 $ 930 $ 3,739 Deferred Compensation Plan Assets Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The period of time over which these underlying assets are expected to be liquidated is unknown. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements. The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3. (Amounts in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Beginning balance $ 44,155 $ 44,855 $ 45,016 $ 39,928 Purchases 522 2,154 3,469 5,167 Sales (504) (1,547) (3,291) (2,236) Realized and unrealized gains (losses) 574 (69) (1,524) 2,193 Other, net 164 1,176 1,241 1,517 Ending balance $ 44,911 $ 46,569 $ 44,911 $ 46,569 Loans Receivable Loans receivable consist of loan investments in real estate related assets for which we have elected the fair value option under ASC 825-10. These investments are classified as Level 3. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these loans receivable. Range Weighted Average Unobservable Quantitative Input September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 Discount rates 6.5% 6.5% 6.5% 6.5% Terminal capitalization rates 5.0% 5.0% 5.0% 5.0% The table below summarizes the changes in fair value of loans receivable that are classified as Level 3. (Amounts in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Beginning balance $ 52,046 $ 48,776 $ 50,182 $ 47,743 Interest accrual 1,205 894 3,602 2,602 Paydowns — (300) (533) (975) Ending balance $ 53,251 $ 49,370 $ 53,251 $ 49,370 14. Fair Value Measurements - continued Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued Derivatives and Hedging We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of hedging instruments and hedged items, but will have no effect on cash flows. The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of September 30, 2022 and December 31, 2021. (Amounts in thousands) Fair Value As of September 30, 2022 September 30, 2022 December 31, 2021 Notional Amount All-In Swapped Rate Swap Expiration Date Interest rate swaps: 555 California Street mortgage loan $ 53,160 $ 11,814 $ 840,000 (1) 2.26% 05/24 770 Broadway mortgage loan 32,010 — 700,000 4.98% 07/27 PENN 11 mortgage loan 28,555 6,565 500,000 2.23% 03/24 Unsecured revolving credit facility 26,759 — 575,000 3.88% 08/27 Unsecured term loan 13,706 (28,976) 800,000 4.05% (2) Unsecured term loan (effective October 2023) 8,864 — 500,000 4.39% 10/26 100 West 33rd Street mortgage loan 8,053 — 480,000 5.06% 06/27 888 Seventh Avenue mortgage loan 7,231 — 200,000 (3) 4.66% 09/27 4 Union Square South mortgage loan 3,960 (3,861) 100,000 (4) 3.74% 01/25 Interest rate caps: 1290 Avenue of the Americas mortgage loan 6,304 411 950,000 (5) 11/23 Various mortgage loans 1,289 139 Included in other assets $ 189,891 $ 18,929 Included in other liabilities $ — $ 32,837 ____________________ (1) Represents our 70.0% share of the $1.2 billion mortgage loan. (2) Comprised of a $750,000 interest rate swap arrangement expiring October 2023 and a $50,000 interest rate swap arrangement expiring August 2027. In September 2022, we entered into a forward swap (presented above) for $500,000 of the $800,000 unsecured term loan through October 2026, effective upon the October 2023 expiration of the $750,000 swap arrangement. Together with the existing $50,000 swap arrangement, commencing October 2023, $550,000 of the loan will bear interest at a blended fixed rate of 4.36%. The unswapped balance of the loan will bear interest at a floating rate of SOFR plus 1.30%. (3) The remaining $83,200 amortizing mortgage loan balance bears interest at a floating rate of LIBOR plus 1.70%. (4) Upon the sale of 33-00 Northern Boulevard in June 2022, the $100,000 corporate-level interest rate swap was reallocated and now hedges the interest rate on $100,000 of the 4 Union Square South mortgage loan through January 2025. The remaining $20,000 mortgage loan balance bears interest at a floating rate of SOFR plus 1.50%. The entire $120,000 will float thereafter for the duration of the loan. (5) LIBOR cap strike rate of 4.00%. 14. Fair Value Measurements - continued Fair Value Measurements on a Nonrecurring Basis There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of September 30, 2022 and December 31, 2021. Financial Assets and Liabilities not Measured at Fair Value Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government) and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments. (Amounts in thousands) As of September 30, 2022 As of December 31, 2021 Carrying Fair Carrying Fair Cash equivalents $ 440,151 $ 440,000 $ 1,346,684 $ 1,347,000 Debt: Mortgages payable $ 5,883,015 $ 5,697,000 $ 6,099,215 $ 6,052,000 Senior unsecured notes 1,200,000 1,024,000 1,200,000 1,230,000 Unsecured term loan 800,000 800,000 800,000 800,000 Unsecured revolving credit facilities 575,000 575,000 575,000 575,000 Total $ 8,458,015 (1) $ 8,096,000 $ 8,674,215 (1) $ 8,657,000 ____________________ (1) Excludes $67,077 and $58,268 of deferred financing costs, net and other as of September 30, 2022 and December 31, 2021, respectively. |