Use these links to rapidly review the documentTABLE OF CONTENTSITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAPART IV
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:None o No x x No o x No o o o No x 10-K PART AND ITEM NO. PART I 1. Business 1.A Risk Factors 1.B Unresolved Staff Comments 2. Properties 3. Legal Proceedings 4. Mine Safety Disclosures PART II 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities 6. Selected Financial Data 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 7A. Quantitative and Qualitative Disclosures about Market Risk 8. Financial Statements and Supplementary Data 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9A. Controls and Procedures 9B. Other Information PART III 10. Directors, Executive Officers and Corporate Governance 11. Executive Compensation 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13. Certain Relationships and Related Transactions, and Director Independence 14. Principal Accounting Fees and Services PART IV 15. Exhibits, Financial Statements and Schedules SL Green Realty Corp. Manhattan Suburban Consolidated properties As of December 31, refer to our consolidated and unconsolidated Manhattan and Suburban office properties collectively as our Portfolio. "us" in this annual report means SL Green Realty Corp., a Maryland corporation, and one or more of its subsidiaries, including the Operating Partnership, or, as the context may require, SL Green only or the Operating Partnership only, and "S.L. Green Properties" means be appealing to tenants when fully exploited. Our strategic investment in these of invoices for the cost of construction and lien waivers. However, in certain leases (most often for relatively small amounts of space), the landlord will construct the premises for the tenant at a cost to the landlord not to exceed an agreed upon amount with the tenant paying any excess. In addition, landlords may rent space to a tenant Manhattan Properties Suburban Properties Same-Store Properties(1) Unconsolidated Joint Venture Properties Portfolio escalations and reimbursement revenue. Real estate property operating expenses consist primarily of security, maintenance, utility costs, real estate taxes and ground rent expense (at certain applicable properties). As of December 31, our investment. security holders. security holders. Our results of operations rely on major tenants and insolvency, bankruptcy or receivership of these or other tenants could adversely affect our results of operations. We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue. pay dividends to our stockholders. who The Terrorism Risk Insurance Act, or TRIA, which was enacted in November 2002, was renewed December 31, 2005 and again on December 31, 2007. Congress extended TRIA, now called TRIPRA (Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007) until December 31, 2014. The law extends the federal Terrorism Insurance Program that requires insurance companies to offer terrorism coverage and provides for compensation for insured losses resulting from acts of certified terrorism, subject to the current program trigger of $100.0 million. There is no assurance that TRIPRA will be extended. Our debt instruments, consisting of mortgage loans secured by our properties (which are generally non-recourse to us), mezzanine loans, ground leases, our 2012 credit facility, senior unsecured notes and other corporate obligations, contain customary covenants requiring us to maintain insurance. Although we believe that we currently maintain sufficient insurance coverage to satisfy these obligations, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. In such instances, there can be no assurance that the lenders or ground lessors under these instruments will not take the position that a total or partial exclusion from We face possible risks associated with the physical effects of climate change. resulting in loss of income and asset value. Foreclosure on mortgaged properties or an inability to make payments under our 2012 credit facility or our senior unsecured notes would have a negative impact on our financial condition and results of operations. security holders. security holders. interest rate changes. Failure to hedge effectively against interest rate changes may adversely affect our results of operations. decrease. security holders. to exercise sole decision-making authority regarding such property, partnership, joint venture or other entity. Investments in partnerships, joint ventures, or other entities may involve risks not present were a third party not involved, including the possibility that our partners, co-tenants or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, our partners or co-venturers might at any time have economic or other business interests or goals which are inconsistent with our business interests or goals. These investments may also have the potential risk of impasses on decisions such as a sale, because neither we, nor the partner, co-tenant or co-venturer would have full control over the partnership or joint venture. Consequently, actions by such partner, co-tenant or co-venturer might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in specific circumstances be liable for the actions of our third-party partners, co-tenants or co-venturers. As of December 31, us in the future. The occurrence of any of these events could have an adverse impact on our cash flows and ability to stockholders. SL Green's common stock. distribution of cash to him. To the extent the deemed distribution of cash exceeded his tax basis, he would recognize gain. As a result, Mr. Green has a conflict of interest if the refinancing of indebtedness is in our best interest but not his. issue new rulings that make it more difficult, or impossible, for Green's common stock in common stock and cash. other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business. properties. The following table sets forth certain information with respect to each of the Manhattan and Suburban office, retail and CONSOLIDATED PROPERTIES "Same Store" 100 Church Street 120 West 45th Street 125 Park Avenue 220 East 42nd Street 317 Madison Avenue 333 West 34th Street 420 Lexington Ave (Graybar)(5) 461 Fifth Avenue(5)(6) 485 Lexington Avenue 555 West 57th Street(6) 609 Fifth Avenue 625 Madison Avenue(5) 673 First Avenue(5)(6) 711 Third Avenue(5)(6)(7) 750 Third Avenue 810 Seventh Avenue 919 Third Avenue 1185 Avenue of the Americas(5) 1350 Avenue of the Americas 1 Madison Avenue 331 Madison Avenue Subtotal / Weighted Average "Non Same Store" 51 East 42nd Street 110 East 42nd Street 180 Maiden Lane 304 Park Avenue South 641 Sixth Avenue 1515 Broadway Subtotal / Weighted Average Total / Weighted Average Manhattan Consolidated Properties(8) UNCONSOLIDATED PROPERTIES "Same Store" 100 Park Avenue—50% 388 & 390 Greenwich Street—50.6%(12) 600 Lexington Avenue—55% 800 Third Avenue—42.95% 1745 Broadway—32.3% Subtotal / Weighted Average "Non Same Store" 10 East 53rd Street—55% 315 West 36th Street—35.5% 521 Fifth Avenue—50.5% Subtotal / Weighted Average Total / Weighted Average Unconsolidated Properties(9) Manhattan Grand Total / Weighted Average Manhattan Grand Total—SLG share of Annualized Rent Manhattan Same Store Occupancy %—Combined CONSOLIDATED PROPERTIES "Same Store" Westchester, NY 1100 King Street 520 White Plains Road 115-117 Stevens Avenue 100 Summit Lake Drive 200 Summit Lake Drive 500 Summit Lake Drive 140 Grand Street 360 Hamilton Avenue Westchester, NY Subtotal/Weighted Average "Same Store" Connecticut Landmark Square 680 Washington Boulevard 750 Washington Boulevard 1055 Washington Boulevard(5) 300 Main Street 1010 Washington Boulevard 500 West Putnam Avenue Connecticut Subtotal/Weighted Average Total / Weighted Average Consolidated Properties(10) UNCONSOLIDATED PROPERTIES "Same Store" The Meadows—50% 16 Court Street—35% Jericho Plaza—20.26% Total / Weighted Average Unconsolidated Properties(11) Suburban Grand Total / Weighted Average Suburban Grand Total—SLG share of Annualized Rent Suburban Same Store Occupancy %—Combined Portfolio Grand Total Portfolio Grand Total—SLG Share of Annualized Rent RETAIL "Same Store" Retail 1604 Broadway—63% 11 West 34th Street—30% 21-25 West 34th Street—50% 27-29 West 34th Street—50% 717 Fifth Avenue—10.92% Williamsburg Terrace Subtotal/Weighted Average "Non Same Store" Retail 19-21 East 65th Street—80% 21 East 66th Street—32.28% 44 West 55th Street—80% 131-137 Spring Street 724 Fifth Avenue—50% 752 Madison Avenue—80% 762 Madison Avenue—80% Subtotal/Weighted Average Total / Weighted Average Retail Properties DEVELOPMENT 125 Chubb Way 150 Grand Street 7 Renaissance Square—50% 180-182 Broadway—25.5% 33 Beekman Street—45.9% 7 Landmark Square 3 Columbus Circle—48.9% 280 Park Avenue—49.5% 635 Sixth Avenue 747 Madison Avenue—33.33% 985-987 Third Avenue 1080 Amsterdam—87.5% 1552-1560 Broadway—50% Total / Weighted Average Development Properties LAND 2 Herald Square 885 Third Avenue Total / Weighted Average Land West Coast West Coast Office Portfolio—27.63% Total / Weighted Average California Properties 400 East 57th Street—80% 400 East 58th Street—80% Total / Weighted Average Residential Properties December 31, 2012 December 31, 2011 December 31, 2010 December 31, 2009 December 31, 2008 December 31, 2012 December 31, 2011 December 31, 2010 December 31, 2009 December 31, 2008 Lease Expirations 2013(3) 2014 2015 2016 2017 2018 2019 2020 2021 2022 & thereafter Total/weighted average 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 & thereafter Sub-Total/weighted average Total Leases in our Suburban portfolio, as at many other suburban office properties, typically have an initial term of five to ten years. For the five years ending December 31, December 31, 2013(3) 2014 2015 2016 2017 2018 2019 2020 2021 2022 & thereafter Total/weighted average 2013(3) 2014 2015 2016 2017 2018 2019 2020 2021 2022 & thereafter Total/weighted average respect to the 30 largest tenants in Citigroup, N.A. Viacom International, Inc. Credit Suisse Securities (USA), Inc. AIG Employee Services, Inc. Random House, Inc. Debevoise & Plimpton, LLP Omnicom Group, Inc. The City of New York Advance Magazine Group, Fairchild Publications Ralph Lauren Corporation Harper Collins Publishers LLC C.B.S. Broadcasting, Inc. Schulte, Roth & Zabel LLP The Metropolitan Transportation Authority New York Presbyterian Hospital HF Management Services LLC BMW of Manhattan Stroock, Stroock & Lavan LLP The Travelers Indemnity Company The City University of New York—CUNY Verizon Amerada Hess Corp. Fuji Color Processing Inc. United Nations News America Incorporated King & Spalding New York Hospitals Center/Mount Sinai National Hockey League D.E. Shaw and Company L.P. Banque National De Paris Total Weighted Average(3) Environmental Matters March 31 June 30 September 30 December 31 The following table summarizes information, as of December 31, Equity compensation plans approved by security holders(1) Equity compensation plans not approved by security holders Total Total revenues Operating expenses Real estate taxes Ground rent Interest expense, net of interest income Amortization of deferred finance costs Depreciation and amortization Loan loss and other investment reserves, net of recoveries Transaction related costs Marketing, general and administrative Total expenses Equity in net income from unconsolidated joint ventures Equity in net gain on sale of interest in unconsolidated joint venture/ real estate Purchase price fair value adjustment Gain (loss) on investment in marketable securities Depreciable real estate reserves Gain (loss) on early extinguishment of debt Income from continuing operations Discontinued operations Net income Net income attributable to noncontrolling interests in other partnerships Preferred unit distributions Net income attributable to SLGOP Preferred unit redemption costs Perpetual preferred unit distributions Net income attributable to SLGOP common unitholders Net income per common unit—Basic Net income per common unit—Diluted Cash dividends declared per common unit Basic weighted average common units outstanding Diluted weighted average common units and common unit equivalents outstanding Commercial real estate, before accumulated depreciation Total assets Mortgages and other loans payable, revolving credit facility, senior unsecured notes and trust preferred securities Capital the Company, including the Operating Partnership. subsidiaries of the Operating Partnership. extension period is 12.8 percent. 2015 or early 2016. Acquisition and Disposition Activity York, New York, . 2013 our Suburban properties. Manhattan Suburban Consolidated properties As of December 31, generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making Stamford, Connecticut. 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 and capitalization 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. Allowance for Doubtful Accounts This is included in loan loss and other investment reserves, net of recoveries on the accompanying consolidated statements of income. Rental revenue Escalation and reimbursement revenue Total Same-Store Properties Acquisitions Other Total commenced during 2012, 132,634 square feet represented office leases that replaced previous vacancies, while 505,443 square feet represented office leases that had average starting rents of $29.14 per rentable square foot, representing a 10.9% decrease over the previously fully escalated rents on the same office spaces. Equity in net income of unconsolidated joint ventures Investment and preferred equity income Other income Total Investment Operating expenses Real estate taxes Ground rent Total Same-Store Properties Acquisitions Other Total The increase in operating expenses at the Same-Store Properties was primarily due to higher real estate taxes ($ Interest expense, net of interest income Depreciation and amortization expense Loan loss and other investment reserves, net of recoveries Transaction related costs Marketing, general and administrative expense Total Rental revenue Escalation and reimbursement revenue Total Same-Store Properties Acquisitions Other Total Equity in net income of unconsolidated joint ventures Investment and preferred equity income Other income Total Operating expenses Real estate taxes Ground rent Total Same-Store Properties Acquisitions Other Total subtracting Same-Store Interest expense, net of interest income Depreciation and amortization expense Loan loss and other investment reserves, net of recoveries Transaction related costs Marketing, general and administrative expense Total for the year ended December 31, 2012. Cash flow from operations is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating cash flow. Property mortgages and other loans Corporate obligations Joint venture debt-our share Total Cash and cash equivalents were Net cash provided by operating activities Net cash used in investing activities Net cash provided by financing activities Acquisitions of real estate Capital expenditures and capitalized interest Escrow cash-capital improvements/acquisition deposits Joint venture investments Distributions from joint ventures Proceeds from sales of real estate/partial interest in property Debt and preferred equity and other investments Increase in net cash used by investing activities year ended December 31, Proceeds from our debt obligations Repayments under our debt obligations Proceeds from issuance of common and preferred units Redemption of preferred units Noncontrolling interests, contributions in excess of distributions Other financing activities Dividends and distributions paid Increase in net cash provided in financing activities and were used to repay debt, fund new investments and for other corporate purposes. Program for aggregate gross proceeds of approximately 2011 Outperformance Plan quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units. outstanding pursuant to our Non-Employee Director's Deferral Program. 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 The table below summarizes our consolidated mortgages and other loans payable, our 2012 credit facility, senior unsecured notes and trust preferred securities outstanding at December 31, Balance Fixed rate Variable rate—hedged Total fixed rate Variable rate Variable rate—supporting variable rate assets Total variable rate Total Percent of Total Debt: Total fixed rate Variable rate Total Effective Interest Rate for the Year: Fixed rate Variable rate Effective interest rate The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR 2013 commitments under the 2011 revolving credit facility. The 2011 revolving credit facility included certain restrictions and covenants and, as of the time of the termination of the 2011 revolving credit facility and as of November 2012, we were in compliance with all such restrictions and covenants. facility. March 26, 2007(2) June 27, 2005(3)(4) November 15, 2012(5) March 16, 2010(5) August 5, 2011(5) October 12, 2010(6) March 31, 2006(3)(7) August 13, 2004(3)(7) Junior Subordinate Deferrable Interest Debentures the option of the Operating Partnership, in whole or in part, with no prepayment premium. financial ratios relating to the minimum amount of tangible net worth, a 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 million. Property mortgages and other loans Revolving credit facility Term loan and Trust preferred securities Senior unsecured notes Capital lease Ground leases Estimated interest expense Joint venture debt Total Off-Balance Sheet Arrangements We maintain locations in high hazard flood zones. We maintain liability policies which cover all our properties and provide limits of $201.0 million per occurrence and in the aggregate per location. The liability policies expire on October 31, cost. In such instances, there can be no assurance that the lenders or ground lessors under these instruments will not take the position that a total or partial exclusion from 2013 2014 2015 2016 2017 Thereafter Total Fair Value The table below presents the principal cash flows based upon maturity dates of our share of our joint venture debt obligations and the 2013 2014 2015 2016 2017 Thereafter Total Fair Value The table below lists Interest Rate Cap Interest Rate Cap Interest Rate Cap Interest Rate Swap Interest Rate Swap Total Consolidated Hedges FINANCIAL STATEMENTS OF SL GREEN All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. Realty Corp. Assets Commercial real estate properties, at cost: Land and land interests Building and improvements Building leasehold and improvements Properties under capital lease Less: accumulated depreciation Assets held for sale Cash and cash equivalents Restricted cash Investment in marketable securities Tenant and other receivables, net of allowance of $21,652 and $16,772 in 2012 and 2011, respectively Related party receivables Deferred rents receivable, net of allowance of $29,580 and $29,156 in 2012 and 2011, respectively Debt and preferred equity investments, net of discount of $13,572 and $24,996 and allowance of $7,000 and $50,175 in 2012 and 2011, respectively Investments in unconsolidated joint ventures Deferred costs, net Other assets Total assets Liabilities Mortgages and other loans payable Revolving credit facility Term loan and senior unsecured notes Accrued interest payable and other liabilities Accounts payable and accrued expenses Deferred revenue/gains Capitalized lease obligations Deferred land leases payable Dividend and distributions payable Security deposits Liabilities related to assets held for sale Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities Total liabilities Commitments and contingencies Series H preferred units, $25.00 liquidation preference, 80 issued and outstanding at December 31, 2012 and 2011, respectively Series G preferred units, $25.00 liquidation preference, 1,902 issued and outstanding at December 31, 2012 Capital SLGOP partners' capital: Series C preferred units, 7,700 and 11,700 outstanding at December 31, 2012 and 2011, respectively Series D preferred units, none and 4,000 outstanding at December 31, 2012 and 2011, respectively Series I preferred units, 9,200 outstanding at December 31, 2012 SL Green partners' capital (940 and 885 general partner common units and 90,310 and 84,897 limited partner common units outstanding at December 31, 2012 and 2011, respectively) Limited partner interests in SLGOP (2,760 and 2,765 limited partner common units outstanding at December 31, 2012 and 2011, respectively Accumulated other comprehensive loss Total SLGOP partners' capital Noncontrolling interests in other partnerships Total capital Total liabilities and capital Revenues Rental revenue, net Escalation and reimbursement Investment and preferred equity income Other income Total revenues Expenses Operating expenses (including $18,101 (2012), $16,266 (2011) and $14,320 (2010) paid to related parties) Real estate taxes Ground rent Interest expense, net of interest income Amortization of deferred financing costs Depreciation and amortization Loan loss and other investment reserves, net of recoveries Transaction related costs Marketing, general and administrative Total expenses Income from continuing operations before equity in net income of unconsolidated joint ventures, gains on sale, purchase price fair value adjustment, depreciable real estate reserves, gain (loss) on early extinguishment of debt, noncontrolling interests and discontinued operations Equity in net income from unconsolidated joint ventures Equity in net gain on sale of interest in unconsolidated joint venture/real estate Purchase price fair value adjustment Gain on sale of investment in marketable securities Depreciable real estate reserves Gain (loss) on early extinguishment of debt Income from continuing operations Net income from discontinued operations Gain on sale of discontinued operations Net income Net income attributable to noncontrolling interests in other partnerships Preferred units distributions Net income attributable to SLGOP Preferred unit redemption costs Perpetual preferred unit distributions Net income attributable to SLGOP common unitholders Amounts attributable to SLGOP common unitholders: Income from continuing operations Purchase price fair value adjustment Gain on sale of unconsolidated joint ventures/ real estate Net income from discontinued operations Gain on sale of discontinued operations Net income Basic earnings per unit: Net income from continuing operations before gains on sale and discontinued operations Equity in net gain on sale of interest in unconsolidated joint venture/ real estate Net income from discontinued operations Gain on sale of discontinued operations Net income attributable to SLGOP common unitholders Diluted earnings per unit: Net income from continuing operations before gains on sale and discontinued operations Equity in net gain on sale of interest in unconsolidated joint venture/ real estate Net income from discontinued operations Gain on sale of discontinued operations Net income attributable to SLGOP common unitholders Basic weighted average common units outstanding Diluted weighted average common units and common unit equivalents outstanding Net income Other comprehensive income (loss): Net unrealized gain (loss) on derivative instruments SLGOP's share of joint venture net unrealized gain on derivative instruments Unrealized gain (loss) on marketable securities Other comprehensive income (loss) Comprehensive income Net income attributable to noncontrolling interests Preferred unit redemption costs Comprehensive income attributable to SLGOP Balance at December 31, 2009 Net income Other comprehensive loss Preferred distributions Issuance of units Redemption of units and DRIP proceeds Deferred compensation plan and stock award, net Amortization of deferred compensation plan Deconsolidation of real estate investments Equity component of convertible notes Contributions—net proceeds from preferred stock offering Contributions—proceeds from stock options exercised Contributions from noncontrolling interests Distributions to noncontrolling interests Cash distribution declared ($0.40 per common unit, none of which represented a return of capital for federal income tax purposes) Balance at December 31, 2010 Net income Other comprehensive loss Preferred distributions Issuance of common units Redemption of units and DRIP proceeds Deferred compensation plan and stock award, net Amortization of deferred compensation plan Consolidation of real estate investments Contributions—net proceeds from common stock offering Contributions—proceeds from stock options exercised Distributions to noncontrolling interests Cash distribution declared ($0.55 per common unit, none of which represented a return of capital for federal income tax purposes) Balance at December 31, 2011 Net income Other comprehensive loss Preferred distributions Issuance of common units DRIP proceeds Redemption of units Redemption of preferred units Deferred compensation plan and stock award, net Amortization of deferred compensation plan Consolidation of real estate investments Contributions—net proceeds from preferred stock offering Contributions—net proceeds from common stock offering Contributions—proceeds from stock options exercised Distributions to noncontrolling interests Cash distribution declared ($1.08 per common unit, none of which represented a return of capital for federal income tax purposes) Balance at December 31, 2012 The accompanying notes are an integral part of these financial statements. Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Equity in net income from unconsolidated joint ventures Distributions of cumulative earnings from unconsolidated joint ventures Equity in net gain on sale of interest in unconsolidated joint venture interest/ real estate Purchase price fair value adjustment Depreciable real estate reserves Gain on sale of discontinued operations Gain on sale of debt securities Loan loss and other investment reserves, net of recoveries Gain on sale of investments in marketable securities (Gain) loss on early extinguishment of debt Deferred rents receivable Other non-cash adjustments Changes in operating assets and liabilities: Restricted cash—operations Tenant and other receivables Related party receivables Deferred lease costs Other assets Accounts payable, accrued expenses and other liabilities Deferred revenue and land leases payable Net cash provided by operating activities Investing Activities Acquisitions of real estate property Additions to land, buildings and improvements Escrowed cash—capital improvements/acquisition deposits Investments in unconsolidated joint ventures Distributions in excess of cumulative earnings from unconsolidated joint ventures Net proceeds from disposition of real estate/joint venture interest Other investments Debt and preferred equity and other investments, net of repayments/participations Net cash (used in) provided by investing activities Financing Activities Proceeds from mortgages and other loans payable Repayments of mortgages and other loans payable Proceeds from revolving credit facility and senior unsecured notes Repayments of revolving credit facility and senior unsecured notes Contributions of proceeds from stock options exercised and DRIP issuance Contributions of net proceeds from sale of common stock Contributions of net proceeds from sale of preferred stock Redemption of preferred units Purchases of treasury stock Distributions to noncontrolling interests in other partnerships Contributions from noncontrolling interests in other partnerships Redemption of noncontrolling interests in Operating Partnership Distributions paid on common and preferred units Other obligations related to mortgage loan participations Deferred loan costs and capitalized lease obligation Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental cash flow disclosures Interest paid Income taxes paid the Company, including the Operating Partnership. subsidiaries of the Operating Partnership. Manhattan Suburban Consolidated properties As of December 31, approximately participating. For all VIE's, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where we or our partner approves, among other things, the annual budget, receives a detailed monthly reporting package from us, meets on a quarterly basis to review the results of the joint venture, reviews and approves the joint venture's tax return before filing, and approves all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of our joint venture. Our joint venture agreements typically contain certain protective rights such as the requirement of partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. 2013 In April 2013, we recognized a purchase price fair value adjustment of $(2.3) million in connection with the consolidation of 16 Court Street, which was previously accounted for as an investment in unconsolidated joint venture. associated with in-place leases is amortized over the expected term of the associated lease, which generally ranges from Identified intangible assets (included in other assets): Gross amount Accumulated amortization Net Identified intangible liabilities (included in deferred revenue): Gross amount Accumulated amortization Net 2013 2014 2015 2016 2017 The estimated annual amortization of all other identifiable assets (a component of depreciation and amortization expense) including tenant improvements for each of the five succeeding years is as follows 2013 2014 2015 2016 2017 Investment in Marketable Securities The cost of bonds and marketable securities sold was determined using the specific identification method. Level 1—Equity marketable securities Level 2—Commercial mortgage-backed securities Level 3—Rake bonds Total marketable securities available-for-sale future obligations of the joint venture or may otherwise be committed to provide future additional financial support. None of the joint venture debt is recourse to us, except for straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the 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. Rent Expense 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, we will be subject to Federal income tax on SL Green's 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 SL Green's undistributed taxable income. 2011. of this additional interest expense may be capitalized to the development and redevelopment balances qualifying for interest capitalization each period. The liability component of the exchangeable debt is reported net of discounts on our consolidated balance sheets. We calculate the equity component of exchangeable debt based on the difference between the initial proceeds received from the issuance of the exchangeable debt and the fair value of the liability component at the issuance date. The equity component is included in additional paid-in-capital, net of issuance costs, on our consolidated balance sheets. We allocate issuance costs for exchangeable debt between the liability and the equity components based on their relative values. Awards can also be made in the form of a separate series of were reported in earnings. The changes in fair value of hedge instruments are reflected in accumulated other comprehensive income. For derivative instruments not designated as hedging instruments, the gain or loss, resulting from the change in the estimated fair value of the derivative instruments, is recognized in current earnings during the period of change. December 31, operations, to reclassify deferred origination fees from deferred income to debt and preferred equity investments and to reclassify contingent liabilities relating to operating escalation reimbursements from tenant and other receivables, net of allowance to accrued interest and other liabilities. building. interest of the Operating Partnership. Land Building and building leasehold Above market lease value Acquired in-place leases Other assets, net of other liabilities Assets acquired Fair value adjustment to mortgage note payable Below market lease value Liabilities assumed Purchase price allocation Net consideration funded by us at closing Equity and/or debt investment held Debt assumed interest of the Operating Partnership. In April 2011, we purchased SITQ Immobilier, a subsidiary of Caisse de depot et placement du Quebec, or SITQ's, Land Building Above market lease value Acquired in-place leases Other assets, net of other liabilities Assets acquired Fair value adjustment to mortgage note payable Below market lease value Liabilities assumed Purchase price allocation Net consideration funded by us at closing Equity and /or debt investment held Debt assumed Land Building Above market lease value Acquired in-place leases Restricted cash Assets acquired Fair value adjustment to mortgage note payable Below market lease value Other liabilities, net of other assets Liabilities assumed Purchase price allocation Net consideration funded by us at closing Equity and /or debt investment held Debt assumed The following table summarizes net income from discontinued operations for the years ended December 31, 2013, 2012 Revenues Rental revenue Escalation and reimbursement revenues Other income Total revenues Operating expense: Real estate taxes Transaction related costs Interest expense, net of interest income Amortization of deferred financing costs Depreciation and amortization Marketing, general and administrative and transaction related costs Total expenses Net income from discontinued operations December 31, 2013 and 2012 Other Loan Mortgage/Mezzanine Loan(1) Mezzanine Loan Junior Participation Mortgage/Mezzanine Loan Mezzanine Loan Mezzanine Loan Mortgage(2) Junior Participation(3)(4) Junior Participation(4)(5) Total fixed rate Mezzanine Loan(6) Mezzanine Loan Mezzanine Loan(7) Mortgage/Mezzanine Loan(8) Mortgage Mezzanine Loan Mortgage/Mezzanine Loan(9) Mezzanine Loan(10) Mezzanine Loan(11) Junior Participation(4) Mezzanine Loan Mortgage(12) Mezzanine Loan(13) Mortgage(14) Other Loan Total floating rate Total Loan loss reserve(4) Table of Contents December 31, 2013 and 2012 Preferred equity(1) Preferred equity(1)(2) Preferred equity Preferred equity(1)(3) Preferred equity(1)(4)(5) Loan loss reserve(5) December 31, The following table is a rollforward of our total loan loss reserves at December 31, 2013, 2012 Balance at beginning of year Expensed Recoveries Charge-offs and reclassifications Balance at end of period 2013 With no related allowance recorded: Commercial real estate With an allowance recorded: Commercial real estate Total Average recorded investment in impaired loans Investment and preferred equity income recognized December 31, 2013 and 2012 The table below provides general information on each of our joint ventures as of 100 Park Avenue 21 West 34th Street 1604 - 1610 Broadway 27 - 29 West 34th Street 717 Fifth Avenue(9) 800 Third Avenue 1745 Broadway 1 and 2 Jericho Plaza 16 Court Street The Meadows(2) 388 and 390 Greenwich Street(3) 180/182 Broadway(4) 600 Lexington Avenue 11 West 34th Street(5) 7 Renaissance 3 Columbus Circle(6) 280 Park Avenue(7) 1552 - 1560 Broadway(8) 747 Madison Avenue 724 Fifth Avenue 10 East 53rd Street 33 Beekman(10) West Coast office portfolio(11) 521 Fifth Avenue(12) 21 East 66th Street(13) 315 West 36th Street In July 2012, we, along with our joint venture partner, sold One Court Square for $481.1 million, which included the assumption by the purchaser of $315.0 million of existing debt. We recognized a gain of $1.0 million on the sale of this property. property. assignment of leases at 717 Fifth Avenue(2) 717 Fifth Avenue(2) 388 and 390 Greenwich Street(3) 315 West 36th Street 800 Third Avenue 1 and 2 Jericho Plaza 1745 Broadway 21 West 34th Street 280 Park Avenue 11 West 34th Street 7 Renaissance 100 Park Avenue 21 East 66th Street 1604 - 1610 Broadway(4) One Court Square 141 Fifth Avenue Total fixed rate debt 21 East 66th Street 521 Fifth Avenue(5) 388 and 390 Greenwich Street(3) 600 Lexington Avenue 33 Beekman(6) 10 East 53rd Street 724 Fifth Avenue Other loan payable 3 Columbus Circle(7) The Meadows(8) 747 Madison Avenue West Coast office portfolio 180/182 Broadway(9) 16 Court Street 1552 Broadway(10) 27 - 29 West 34th Street(11) 717 Fifth Avenue(2) 379 West Broadway(12) Total floating rate debt Total mortgages and other loan payable ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties. Assets Commercial real estate property, net Other assets Total assets Liabilities and members' equity Mortgages and other loans payable Other liabilities Members' equity Total liabilities and members' equity Company's net investment in unconsolidated joint ventures Total revenues Operating expenses Real estate taxes Transaction related costs Interest Depreciation and amortization Total expenses Gain on early extinguishment of debt Net (loss) income before gain on sale Company's equity in net income of unconsolidated joint ventures Deferred financing Deferred leasing Less accumulated amortization Deferred costs, net 400 East 57th Street 400 East 58th Street 919 Third Avenue(2) 100 Church One Madison Avenue Other loan payable(3) 885 Third Avenue 2 Herald Square 485 Lexington Avenue 120 West 45th Street 300 Main Street 762 Madison Avenue Landmark Square 420 Lexington Avenue(4) 500 West Putnam 625 Madison Avenue 711 Third Avenue 125 Park Avenue 609 Partners, LLC(5) 220 East 42nd Street 609 Fifth Avenue(10) 673 First Avenue(11) 110 East 42nd Street(12) 292 Madison Avenue(13) Total fixed rate debt 1515 Broadway(6) 180 Maiden Lane(7) Master repurchase(14) Other loan payable(8) 521 Fifth Avenue(9) Total floating rate debt Total mortgages and other loans payable December 31, 2013 and 2012 2011 Revolving Credit Facility March 26, 2007(2) June 27, 2005(3)(4) November 15, 2012(5) March 16, 2010(5) August 5, 2011(5) October 12, 2010(6) March 31, 2006(3)(7) August 13, 2004(3)(7) 2013 2014 2015 2016 2017 Thereafter Consolidated interest expense, excluding capitalized interest, was comprised of the following Interest expense Interest income Interest expense, net Interest capitalized 2013 2014 2015 2016 2017 Thereafter services. Management Fees Amounts due from/to related parties at December 31, Due from joint ventures Other Related party receivables Due to a joint venture (included in Accounts payable and accrued expenses) of the Operating Partnership Net income (loss) allocated to the preferred unitholders and Dividend yield Expected life of option Risk-free interest rate Expected stock price volatility December 31, 2013, 2012 2011, respectively. Balance at beginning of year Granted Exercised Lapsed or cancelled Balance at end of year Options exercisable at end of year Weighted average fair value of options granted during the year Balance at beginning of year Granted Cancelled Balance at end of year Vested during the year Compensation expense recorded Weighted average fair value of restricted stock granted during the year The fair value of restricted stock that vested during the years ended December 31, 2013, 2012 2.7 years. December 31, 2013, 2012 respectively. Plan. Participants in the 2011 Outperformance Plan may earn, in the aggregate, up to quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units. outstanding pursuant to our Non-Employee Director's Deferral Program. board to enable our eligible employees to purchase consolidated derivative financial instruments at Basic Earnings: Income attributable to SLGOP common unitholders Effect of Dilutive Securities: Stock options Diluted Earnings: Income attributable to SLGOP common unitholders Basic Shares: Units available to common unitholders Effect of Dilutive Securities: 3.0% exchangeable senior debentures due 2017 3.0% exchangeable senior debentures due 2027 4.0% exchangeable senior debentures due 2025 Stock-based compensation plans Diluted Units December 31, Pension Plan Health Plan Other plans Total plan contributions 401(K) Plan Belmont is a form of self-insurance. We are responsible for the liquidity and capital resources of Belmont and its accounts are included in our consolidated financial statements. All losses required to be paid by Belmont are recorded as losses by us. fair value of the land. 2013 The following is a schedule of future minimum lease payments under capital leases and noncancellable operating leases with initial terms in excess of one year as of 2013 2014 2015 2016 2017 Thereafter Total minimum lease payments Less amount representing interest Present value of net minimum lease payments Interest Rate Cap Interest Rate Cap Interest Rate Cap Interest Rate Swap Interest Rate Swap December 31, Qualifying Non-qualifying Total revenues Year ended: December 31, 2012 December 31, 2011 December 31, 2010 Income from continuing operations before equity in net gain on sale of unconsolidated joint venture/ partial interest and purchase price fair value adjustments: Year ended: December 31, 2012 December 31, 2011 December 31, 2010 Total assets As of: December 31, 2012 December 31, 2011 Income from continuing operations represents total revenues less total expenses for the real estate segment and total investment income less allocated interest expense for the debt and preferred equity segment. Interest costs for the debt and preferred equity segment are imputed assuming 100% leverage at our 2012 revolving credit facility borrowing cost. We also allocate loan loss reserves, net of recoveries, to the debt and preferred equity segment. We do not allocate marketing, general and administrative expenses and transaction related costs (totaling approximately Income from continuing operations before equity in net gain on sale of unconsolidated joint venture and purchase price fair value adjustments Equity in net gain on sale of interest in unconsolidated joint venture/ real estate Purchase price fair value adjustment Income from continuing operations Net income from discontinued operations Gain on sale of discontinued operations Net income Net income attributable to noncontrolling interests in other partnerships Preferred units distribution Net income attributable to SLGOP Preferred unit redemption costs Preferred unit dividends Net income attributable to SLGOP common unitholders Issuance of common stock as deferred compensation Issuance of units in the operating partnership Redemption of units in the operating partnership Derivative instruments at fair value Assignment of debt investment to joint venture Mortgage assigned to joint venture Tenant improvements and capital expenditures payable Accrued acquisition liabilities Assumption of mortgage loans Consolidation of real estate investments and other adjustments Consolidation of real estate investments—noncontrolling interest in other partnerships Repayment of mezzanine loans Redemption of Series E units Repayment of financing receivable Investment in joint venture Capital lease obligation Deconsolidation of a subsidiary Transfer to net assets held for sale Transfer to liabilities related to net assets held for sale Issuance of preferred units Total revenues Income net of noncontrolling interests and before gains on sale Equity in net gain (loss) on sale of interest in unconsolidated joint venture/ real estate Purchase price fair value adjustment Loss on early extinguishment of debt Gain on sale of investment in marketable securities Net income (loss) from discontinued operations Gain on sale of discontinued operations Net income attributable to SL Green Preferred unit redemption costs Preferred unit distributions Net income attributable to SLGOP common unitholders Net income per common unit-Basic Net income per common unit-Diluted 50.0% interest in the joint venture which holds 21-25 West 34th Street at an implied gross valuation of $114.9 million, inclusive of the $100.0 million mortgage encumbering the property. Total revenues Income net of noncontrolling interests and before gains on sale Equity in net gain (loss) on sale of interest in unconsolidated joint venture/ real estate Purchase price fair value adjustment Gain (loss) on early extinguishment of debt Gain (loss) on sale of investment in marketable securities Depreciable real estate reserves Net income from discontinued operations Gain on sale of discontinued operations Net income attributable to SL Green Preferred unit distributions Net income attributable to SLGOP common unitholders Net income per common unit-Basic Net income per common unit-Diluted Year Ended December 31, 2012 Tenant and other receivables—allowance Deferred rent receivable—allowance Year Ended December 31, 2011 Tenant and other receivables—allowance Deferred rent receivable—allowance Year Ended December 31, 2010 Tenant receivables—allowance Deferred rent receivable—allowance 673 First Ave(1) 420 Lexington Ave(1) 711 Third Avenue(1) 555 W. 57th Street(1) 317 Madison Ave(1) 220 East 42nd Street(1) 461 Fifth Avenue(1) 750 Third Avenue(1) 625 Madison Ave(1) 485 Lexington Avenue(1) 609 Fifth Avenue(1) 120 West 45th Street(1) 810 Seventh Avenue(1) 919 Third Avenue(1)(5) 1185 Avenue of the Americas(1) 1350 Avenue of the Americas(1) 1100 King Street—1-7 International Drive(2) 520 White Plains Road(2) 115-117 Stevens Avenue(2) 100 Summit Lake Drive(2) 200 Summit Lake Drive(2) 500 Summit Lake Drive(2) 140 Grand Street(2) 360 Hamilton Avenue(2) 1-6 Landmark Square(3) 7 Landmark Square(3) 300 Main Street(3) 680 Washington Boulevard(3)(5) 750 Washington Boulevard(3)(5) 1010 Washington Boulevard(3) 500 West Putnam Avenue(3) 150 Grand Street(2) 400 Summit Lake Drive(2) 331 Madison Avenue(1) 333 West 34th Street(1) 1055 Washington Boulevard(3) 1 Madison Avenue(1) 125 Chubb Way(4) 100 Church Street(1) 125 Park Avenue(1) 2 Herald Square(1) 885 Third Avenue(1) Williamsburg(8) 1515 Broadway(1) 110 East 42nd Street(1) 180 Maiden Lane(1)(7) 51 East 42nd Street(1) 400 East 57th Street(1)(9) 400 East 58th Street(1)(9) 752 Madison Avenue(1)(9) 762 Madison Avenue(1)(9) 19-21 East 65th Street(1)(9) 304 Park Avenue(1) 635 Sixth Avenue(1) 641 Sixth Avenue(1) 1080 Amsterdam(1)(10) 131-137 Spring Street(1) 985-987 Third Avenue(1) Other(6) Total Balance at beginning of year Property acquisitions Improvements Retirements/disposals/deconsolidation Balance at end of year Balance at beginning of year Depreciation for year Retirements/disposals/deconsolidation Balance at end of year Revenues: Rental revenue Escalation and reimbursement revenues Investment income Other income Total revenues Expenses: Operating expenses Asset management fee Real estate taxes Interest Depreciation and amortization Total expenses Net income Net income attributable to noncontrolling interest Net income attributable to stockholders Preferred stock dividend Net income attributable to common stockholders Balance at December 31, 2009 Comprehensive Income: Net income Unrealized gain on derivative instruments Preferred dividend Distributions to common stockholders Balance at December 31, 2010 Operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Deferred rent receivable, net Provision for doubtful accounts Changes in operating assets and liabilities: Restricted cash-operations Tenant receivables Deferred leasing costs Other assets Deferred revenue Accounts payable and accrued expenses Net cash provided by operating activities Investing activities Additions to building and improvements Restricted cash-capital improvements Net cash used in investing activities Financing activities Repayment of mortgage note payable Deferred financing costs Distributions paid Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental cash flow disclosures Interest paid Supplemental disclosure of noncash transactions Additions to building and improvements accrued Deferred leasing costs accrued Building Improvements Total Deferred financing Deferred leasing Less accumulated amortization 2011 2012 2013 2014 2015 Thereafter ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 2013. Changes in Internal Control over Financial Reporting SL Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, Consolidated Statements of Income for the years ended December 31, 2013, 2012 Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 Consolidated Statements of Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 (a)(2) Financial Statement Schedules Schedule Schedule 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. Maryland 13-3956755 SL Green Operating Partnership, L.P. Delaware 13-3960938 13-3960938Registrant Title of Each Class Name of Each Exchange on Which Registered SL Green Realty Corp. Common Stock, $0.01 par value New York Stock Exchange SL Green Realty Corp. New York Stock Exchange NoneýxýxSL Green Operating Partnership, L.P. Yes ýx No oSL Green Operating Partnership, L.P. Yes Web site,Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ýx No oSL Green Operating Partnership, L.P. Yes Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller Reporting Company oýxSL Green Operating Partnership, L.P. Yes 15, 2013, 1,103,26714, 2014, 95,047,602 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of February 14, 2014, 876,199 common units of limited partnership interest of the RegistrantSL Green Operating Partnership, L.P. were held by non-affiliates of the Registrant.non-affiliates. There is no established trading market for such units. Definitive Proxy Statement of SL Green Realty Corp., the parent of the Registrant,'s Proxy Statement for its 20132014 Annual Stockholders' Meeting of Stockholders to be filed within 120 days after the end of the Registrant's fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K.SL Green Operating Partnership, L.P.FORM 10-K 3 11 23 24 34 34 35 37 39 68 70 152 152 153 154 154 154 154 154 155 Table ContentsGeneral, 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 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; and references to "SL Green Operating Partnership, a Delaware limited partnership, were formed in June 1997 forL.P.," the purpose of combining the commercial real estate business of S.L."Operating Partnership" or "SLGOP" mean SL Green Properties, Inc.Operating Partnership, L.P. and its affiliated partnershipsconsolidated subsidiaries. The terms "we," "our" and entities. The"us" mean the Company and all the entities owned or controlled by the Company, including 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 is referred to as the Service Corporation, a consolidated variable interest entity. All of the management, leasing and construction services with respect to the properties which are wholly-owned by us are conducted through SL Green Management LLC which is 100% owned by us. Partnership.has qualified,is a Maryland corporation which operates as a self-administered and expects to qualify in the current fiscal year, as aself-managed 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 SLGOP and all entities owned or controlled by SLGOP. Substantially all of SL Green's assets are held by, and its operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As a general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.2012,2013, noncontrolling investors held, in the aggregate, a 2.94%2.96% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership. See Note 12, "Capital."◦ Note 11, Noncontrolling Interest on the Company’s Consolidated Financial Statements; ◦ Note 12, Stockholders' Equity of the Company; ◦ Note 13, Partners' Capital of the Operating Partnership; ◦ Note 15, Accumulated Other Comprehensive Loss of the Company; ◦ Note 16, Accumulated Other Comprehensive Loss of the Operating Partnership; ◦ Note 23, Quarterly Financial Data of the Company (unaudited); and ◦ Note 24, Quarterly Financial Data of the Operating Partnership (unaudited). PART I Item 1B. PART II PART III PART IV SIGNATURES 2012,2013, we owned the following interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan. Our investments in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey, which are collectively known as the Suburban assets:properties:Location Ownership Square Feet Manhattan Consolidated properties 23 17,306,045 94.5 % Unconsolidated properties 9 5,934,434 96.6 % Suburban Consolidated properties 26 4,087,400 79.8 % Unconsolidated properties 4 1,222,100 87.2 % 62 28,549,979 92.5 % The weighted average occupancy represents the total occupied square feet divided by total available rentable square feet. Ownership Number of
Properties Square Feet Weighted
Average
Occupancy(1) Consolidated properties 27 18,347,945 93.8 % Unconsolidated properties 9 5,934,434 95.0 %
25
3,863,000
79.9
% Unconsolidated properties 5 1,539,700 84.7 % 66 29,685,079 91.7 % (1)The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.2012,2013, our Manhattan office properties were comprised of 2117 fee owned properties,buildings, including ownership in commercial condominium units, and six leasehold owned properties.buildings. As of December 31, 2012,2013, our Suburban office properties were comprised of 2425 fee owned propertiesbuildings and one leasehold property.building. As of December 31, 2012,2013, we also held fee owned interests in nine unconsolidated Manhattan office properties and fivefour unconsolidated Suburban office properties. We2012,2013, we also owned investments in 15 stand-alone16 retail properties encompassing approximately 473,764875,800 square feet, 1620 development propertiesbuildings encompassing approximately 2,617,4913,230,800 square feet, twofour residential propertiesbuildings encompassing 385801 units (approximately 430,482719,900 square feet), and two land interests and 31encompassing approximately 961,400 square feet. The Company also has ownership interests in 28 west coast office properties encompassing 52 buildings totaling approximately 4,473,6033,654,300 square feet. In addition, we manage two office propertiesbuildings owned by third parties and affiliated companies encompassing approximately 626,415 rentable626,400 square feet. As of December 31, 2012,2013, we also held debt and preferred equity investments with a book value of $1.4 billion.$1.3 billion.2012,2013, our corporate staff consisted of approximately 273278 persons, including 170182 professionals experienced in all aspects of commercial real estate. We can be contacted at (212) 594-2700. SL Green maintainsWe maintain a website atwww.slgreen.com. On thisour website, you can obtain, free of charge, a copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission, or the SEC. SL Green hasWe have also made available on itsour website itsour audit committee charter, compensation committee charter, nominating and corporate governance committee charter, code of business conduct and ethics and corporate governance principles. We do not intend for information contained in SL Green'son our website to be part of this annual report on Form 10-K. You can also read and copy any materials we and SL Green file with the SEC at its Public Reference Room at 100 F Street, NE, Washington, DC 20549 (1-800-SEC-0330). The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.BusinessGrowth Strategiesthe onlya fully integrated REIT that is focused primarily on acquiring, managing and maximizing the value of Manhattan commercial properties.3233 years has also enabled us to invest in a collection of premier retail properties, selected multifamily residential assets, and high quality debt and preferred equity investments. We also own high quality office properties in the surrounding markets of Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey.••selectively using joint ventureemploying our local market skills to reposition these assets to create cash flow and capital to enhance returns and reduce investment risk.appreciation.••suburbanSuburban markets and the needs of our tenants through proactive leasing and management programs, which include: (i) use of in-depth market experience resulting from managing and leasing 32.832.7 million square feet of office and retail space, predominantly in Manhattan; (ii) careful management to ensure adequate average lease term and manageable lease rollovers; (iii) utilization of an extensive network of third-party brokers; (iv) use of comprehensive building management analysis and planning; and (v) commitment to tenant satisfaction by providing high quality tenant services at attractive rental rates.2627 years of experience leading a full-service, fully-integrated real estate company focused on the Manhattan office market; (ii) the ability to offer tax-advantaged structures to sellers through the exchange of ownership interests as opposed to solely cash transactions; and (iii) the ability to close transactions quickly despite complicated ownership structures.buildingsproperties we own or seek to acquire feature unique architectural design elements, including large floor plates, unique amenities and characteristics that canbuildings,properties, combined with our active management and pro-active leasing, provide the opportunity to creatively meet market needs and generate favorable returns.•••Although currently no other publicly traded REIT has been formed primarily to acquire, own, reposition and manage Manhattan commercial office properties, we may in the future compete with such other REITs. In addition, weWe face competition from other real estate companies including other REITs that currently invest in Manhattan markets other than or in addition to Manhattan, private real estate funds, domestic and foreign financial institutions, life insurance companies, pension trusts, partnerships, individual investors and others that may have greater financial resources or access to capital than we do or that are willing to acquire properties in transactions which are more highly leveraged or with different financial attributes than we are willing to pursue.392.0395.3 million square feet, including 241.5242.7 million square feet in midtown. Based on current construction activity, we estimate that in midtown Manhattan, will have approximately 1.82.2 million square feet of new construction becomingwill become available in the next two years, 23.5%54.8% of which is pre-leased. This will add approximately 0.5%0.6% to Manhattan's total inventory.demolished and any asbestos abated.demolished. In such instances, the landlord will also typically will provide a tenant improvement allowance, which is a fixed sum that the landlord makes available to the tenant to reimburse the tenant for all or a portion of the tenant's initial construction of its premises. Such sum typically is payable as work progresses, upon submission a space that is "pre-built" (i.e., space that was constructed by the landlord in advance of lease signing and ready to move in with the tenant selecting paint and carpet colors).2011 and 2010:2011: Property 2013 2012 2011 Manhattan properties 95.0 % 94.3 % 92.5 % Suburban properties 81.5 % 81.3 % 86.2 % Same-Store properties(1) 91.7 % 91.3 % N/A Unconsolidated Joint Venture Properties 95.0 % 93.3 % 94.0 % Portfolio 92.5 % 91.8 % 91.5 % Percent Occupied as of
December 31, 2012 2011 2010 94.1 % 92.5 % 92.9 % 81.3 % 86.2 % 87.3 % 90.3 % 89.6 % N/A 92.9 % 94.0 % 95.2 % 91.7 % 91.5 % 91.6 % 20122013 represents 46 of our 5249 consolidated propertiesbuildings owned by us at January 1, 20112012 and still owned by us at December 31, 20122013 in the same manner.20122013 for all leases expiring in future periods in our Manhattan and Suburban consolidated properties were approximately 13.7%15.4% and 1.5%3.4%, respectively, below management's estimates of current market asking rents. Taking rents are typically lower than asking rents and may vary from propertybuilding to property.building. We estimated that rents in place at December 31, 20122013 for all leases expiring in future periods in our Manhattan and Suburban properties owned through unconsolidated joint ventures were approximately 10.8%10.7% below and 5.0%1.1% above, respectively, management's estimates of current market asking rents. At December 31, 2011,2012, the estimated rents in place for Manhattan consolidated and unconsolidated properties were approximately 10.9%13.7% and 3.0%1.5%, respectively, below management's estimates of the then current market asking rents. At December 31, 2012, the estimated rents in place for theSuburban consolidated and unconsolidated properties were approximately 10.8% above and 8.8% and 9.9% for the unconsolidated joint venture properties5.0% below, respectively, management's estimates of the then current market asking rents. As of December 31, 2012,2013, approximately 37.5%31.5% and 56.4%54.4% of all leases in-place in our Manhattan and Suburban consolidated properties, respectively, were scheduled to expire during the next five years. As of December 31, 2012,2013, approximately 19.6%25.5% and 69.6%56.9% of all leases in-place in our Manhattan and Suburban properties owned through unconsolidated joint ventures, respectively, were also scheduled to expire during the next five years. There can be no assurances that our estimates of current market rents are accurate, that market rents currently prevailing will not erode in the future or that we will realize any rent growth. However, we believe that rents, which in the current portfolio are below market, provide a potential for long-term internal growth. We acquire, own, reposition, manageleaseleases commercial office, retail and multi-familymultifamily properties in the New York Metropolitan area and have two reportable segments: real estate and debt and preferred equity investments. We evaluate real estate performance and allocate resources based on earnings contribution to income from continuing operations.2012,2013, our real estate portfolio was primarily located in one geographical market, the New York Metropolitan area. The primary sources of revenue are generated from tenant rents and2012,2013, one tenant in our portfolio contributed approximately 6.9%7.5% of our Portfolio annualized cash rent. No other tenant contributed more than 6.4%6.6% of our Portfolio annualized cash rent. Portfolio annualized cash rent includes our consolidated annualized cash rent and our share of joint venture annualized cash rent. No property contributed in excess of 8.7%10.6% of our consolidated total revenue for 2012.2013. In addition, two debt and preferred equity investments2012.2013. Our industry segments are discussed in Note 18,22, "Segment Information," in the accompanying consolidated financial statements.2012,2013, we employed approximately 1,0921,076 employees, over 171183 of who were managers and professionals, approximately 817795 of whom were hourly-paid employees involved in building operations and approximately 10498 of whom were clerical, data processing and other administrative employees. There are currently three collective bargaining agreements which cover the workforce that services substantially all of our properties.2012,2013, we acquired 12 propertiesfive buildings for an aggregate gross purchase pricesprice of $641.3$587.9 million encompassing 1.1 million square feet. In addition, we invested in five properties through joint ventures for aggregate gross purchase prices of $626.7 million and encompassing 0.6 million square feet. We alsoAlso, we acquired an ownershipinterests from our joint venture partner in 16 Court Street, Brooklyn, New York, which valued the consolidated interest in a portfolioat $96.2 million, inclusive of the $84.6 million mortgage encumbering the property.west coast office properties encompassing 4.5 million square feet.Dispositions During 2012,2013, we sold our fee interestthe buildings located at 292 Madison Avenue300 Main Street, Stamford, Connecticut and 333 West 34th Street, New York, New York for $85.0an aggregate sales price of $233.8 million and recognized a gain of $6.6$13.8 million on the sale of 333 West 34th. Also,we, along with our joint venture partner, sold the retail property located at 44 West 55th Street, New York, New York for $6.3 million and recognized a gain of $1.1 million on the sale. In addition, we, alsoalong with our joint venture partner, sold three properties in the West Coast portfolio for an aggregate sales price of $224.3 million and recognized our share of the gain on the sale of $2.1 million.49.5% partnershipjoint venture interest in 521 Fifth Avenue27-29 West 34th Street, New York, New York at an implied gross valuation of $315.0$70.1 million, andinclusive of the $52.8 million mortgage encumbering the property. We recognized a gain of approximately $19.4$7.6 million on the sale. We also sold interests in four joint ventures for an aggregate sales pricesale of $1.2 billion, which encompassed 1.6 million square feet and recognized gains aggregating $17.7 million on such sales.2012,2013, we originated or acquired approximately $672.9$601.3 million in debt and preferred equity investments, (net of new discounts), inclusive of accretion of previousreserves, discounts and pay-in-kind interest. We recorded approximately $298.7$644.9 million in of proceeds from sales, repayments participations and foreclosures. We also recorded $3.0 million in loan loss reserves in 2012.Offering/Financingsparticipations. In November 2012, we entered into a $1.6 billion credit facility, or the 2012 credit facility, which refinanced, extended and upsized our previous 2011 revolving credit facility. The 2012 credit facility consists of a $1.2 billion revolving credit facility, which matures in March 2017 with two six-month extension options, and a $400.0 million term loan facility, which matures in March 2018. The revolving credit facility and term loan facility currently bear interest at 145 basis points and 165 basis points over LIBOR, respectively, based on the unsecured bond rating of ROP. SL Green and ROP are also borrowers under the 2012 credit facility.TableDuring the year ended December 31, 2013, the Company completed an offering of Contents2,600,000 of shares of its common stock and received net proceeds of $248.9 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 2,600,000 common units of limited partnership interest. In 2012, SL Green2.6 million462,276 shares of its common stock through its "at-the-market"the "at the market" equity offering program raising net proceeds of $201.3$41.8 million which were used to repay certain of its existing indebtedness, to make investments in additional properties and debt and preferred equity investments and for general corporate purposes. Net proceeds from these offerings were contributed to us in exchange for 2.6 million common partnership units. In November 2012, we issued $200.0 million principal amount of 4.50% senior unsecured notes due in 2022 at par. The net proceeds from the offering (approximately $198.2 million) were used to repay certain of our existing indebtedness, to make investments in additional properties and debt and preferred equity investments and for general corporate purposes. SL Green and ROP are co-obligors ofThe net proceeds from these notes. During 2012, we issued 6.50% Series I cumulative redeemable preferredofferings were contributed to the Operating Partnership in exchange for 462,276 common units of limited partnership interest generating net proceedsinterest.$222.2 million, redeemed the entire $100.0 million, 7.875% Series D cumulative redeemable preferred units of limited partnership interest and redeemed $100.0 million of the 7.625%its Series C cumulative redeemablePreferred Units from the Company at a redemption price paid by the Company to the Series C preferred units of limited partnership interest. Instockholders.2012, SL Green repurchased $42.4 million aggregate principal amounts of senior unsecured notes, consisting of $22.7 million of ROP's 5.875% Notes due 2014 and $19.7 million of ROP's 6.0% Notes due 2016, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million. During 2012, we also31, 2013, the Company closed on sixtwo mortgages, and other loans payable, which are collateralized by our real estate, debt and preferred equity investments, totaling approximately $1.3 billion. Our joint ventures$297.0 million. We also closed on eight mortgages and other loans totaling approximately $1.8 billion.resulting from future weakness in the economic condition of such markets could adversely affect the value of our real estate portfolio and our results of operations and, consequently, our ability to service current debt and maketo pay dividends and distributions to SL Green.maketo pay dividends and distributions to SL Green.security holders. Similarly, future weakness and uncertainty in our suburban markets could adversely affect our cash flow and ability to service current debt and maketo pay dividends and distributions to SL Green.2012,2013, approximately 8.37.0 million and 2.0 million square feet, representing approximately 40.2%35.1% and 46.2%49.4% of the rentable square feet, wereare scheduled to expire by December 31, 20172018 at our consolidated properties and unconsolidated joint venture properties, respectively, and as of December 31, 2012,2013, these leases had annualized escalated rent totaling approximately $422.8$373.1 million and $90.6$106.7 million, respectively. We also have leases with termination options beyond 2017.2018. If we are unable to promptly renew the leases or relet the space at similar rates, our cash flow and ability to service debt and makepay dividends and distributions to SL Greensecurity holders could be adversely affected.2012,2013, including our unilateral extension rights on each of the properties, is approximately 7248 years. Pursuant to the leasehold arrangement, we, as tenant under the operating sublease, perform the functions traditionally performed by landlords with respect to our subtenants. We are responsible for not only collecting rent from our subtenants, but also maintaining the property and paying expenses relating to the property. Our share of annualized cash rents of thesethe commercial office properties at December 31, 20122013 totaled approximately $257.4$259.5 million, or 22%23.0%, of our share of total Portfolio annualized cash rent.20122013 for consolidated properties and unconsolidated joint venture properties, as of that date, our five largest tenants, based on square footage leased, accounted for approximately 22.1%23.2% of our share of Portfolio annualized cash rent, with three tenants, Citigroup, Inc., Viacom International Inc., Citigroup, Inc., and Credit Suisse Securities (USA) LLC accounting for approximately 6.4%7.5%, 6.9%6.6% and 6.0%6.1% of our share of Portfolio annualized cash rent, respectively. In addition, the financial services sector, which has been volatile in recent years, accounted for approximately 36% of our Portfolio annualized cash rent as of December 31, 2012. This sector continues to experience turmoil. If current conditions in the industries in which our tenants are concentrated deteriorate, we may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents. Our business would be adversely affected if any of our major tenants became insolvent, declared bankruptcy, are put into receivership or otherwise refused to pay rent in a timely fashion or at all.service debt pay dividends and make distributions to SL Green.security holders.whole, such as those experienced as a result of the economic downturn that began in the second half of 2007, which lead to a nationwide decline in demand for office and retail space due to bankruptcies, downsizing, layoffs and cost cutting.whole. Future periods of economic weakness could result in reduced access to credit and/or wider credit spreads. Economic uncertainty, including concern about the stability of the markets generally, may lead many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers,which could adversely affect our liquidity and financial condition, and the liquidity and financial condition of our tenants. Our business may also be adversely affected by local economic conditions, as substantially all of our revenues are derived from our properties located in the Northeast, particularly in New York, Northern New Jersey and Connecticut. Because our portfolio consists primarilymake distributionspay dividends to SL Greenour stockholders may be adversely affected. Specifically, our business may be affected by the following conditions:••••make distributions to SL Green.•even if enter into an acquisition agreement for a property, it is usually subjectmay be unable to customary conditions to closing;••••••recourse, with respect to unknown liabilities.recourse. As a result, if a liability were asserted against us arising from our ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flow. Unknown liabilities with respect to properties acquired might include:••••canare willing to incur more leverage, and this competition may adversely affect us by subjecting us to the following risks:••37.1%37.0% of our Portfolio annualized cash rent, which includes our share of joint venture annualized rent as of December 31, 2012.2013. Our revenue and cash available for distribution to SL Greenour stockholders would be materially adversely affected if any of these properties were materially damaged or destroyed. Additionally, our revenue and cash available to service debt and makefor distribution to SL Greenour stockholders would be materially adversely affected if tenants at these properties fail to timely make rental payments due to adverse financial conditions or otherwise, default under their leases or filingfile for bankruptcy."all-risk"“all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism) within two property insurance portfolios and liability insurance. As of December 31, 2012,2013, the first property portfolio maintains a blanket limit of $775.0$950.0 million per occurrence, including terrorism, for the majority of the New York City properties in our portfolio. The second portfolio maintains a limit of $750.0$700.0 million per occurrence, including terrorism, for some New York City properties and the majority of the Suburban properties. Both policies expire on December 31, 2013.2014. Each policy includes $100.0 million of flood coverage, with a lower sublimit for locations in high hazard flood zones. We maintain liability policies which cover all our properties and provide limits of $201.0 million per occurrence and in the aggregate per location. The liability policies expire on October 31, 2013.2014. Additional coverage may be purchased on a stand-alone basis for certain assets.SL Greenwe formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and be one of the elements of itsour overall insurance program. Belmont is a subsidiary of ours. Belmont was formed in an effort to, among other reasons, stabilize to some extent the fluctuations of insurance market conditions. Belmont is licensed in New York to write Terrorism, NBCR (nuclear, biological, chemical, and radiological), General Liability, Environmental Liability, Flood and D&O coverage.•Terrorism: Belmont acts as a direct property insurer with respect to a portion of our terrorism coverage for the New York City properties. Belmont has a terrorism coverage limit of $650.0 million in a layer in excess of $100.0 million. In addition, Belmont purchased reinsurance to reinsure the retained insurable risk not otherwise covered under Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007, or TRIPRA, as detailed below.•NBCR: Belmont has acted as a direct insurer of NBCR and since December 31, 2011, has provided coverage up to $750 million on our entire property portfolio for certified acts of terrorism above a program trigger of $100.0 million. Belmont is responsible for a small deductible and 15% of a loss, with the remaining 85% covered by the Federal government.•General Liability: For the period commencing October 31, 2010, Belmont insures a retention on the general liability insurance of $150,000 per occurrence and a $2.1 million annual aggregate stop loss limit. We have secured excess insurance to protect against catastrophic liability losses above the $150,000 retention. Prior policy years carried a higher per occurrence deductible and/or higher aggregate stop loss. Belmont has retained a third party administrator to manage all claims within the retention and we anticipate that direct management of liability claims will improve loss experience and ultimately lower the cost of liability insurance in future years. In addition, we have an umbrella liability policy of $200.0 million per occurrence and in the aggregate on a per location basis.•Environmental Liability: Belmont insures a deductible of $975,000 per occurrence in excess of $25,000 on a $25.0 million per occurrence and $30.0 million aggregate environmental liability policy covering the entire portfolio. As long as we own Belmont, we are responsible for its liquidity and capital resources, and the accounts of Belmont are part of our consolidated financial statements. If we experience a loss and Belmont is required to pay under its insurance policy, we would ultimately record the loss to the extent of Belmont's required payment. Therefore, insurance coverage provided by Belmont should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance."all-risk"“all-risk” insurance coverage for losses due to terrorist acts is a breach of these debt and ground lease instruments allowing the lenders or ground lessors to declare an event of default and accelerate repayment of debt or recapture of ground lease positions. In addition, if lenders prevail in asserting that we are required to maintain full coverage for these risks, it could result in substantially higher insurance premiums.such as an act of terrorism, we may not have sufficient coverage to replace certain properties.For example, we own interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan. Our investments in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, such as those experienced in HurricaneSuper Storm Sandy in October 2012, and rising sea-levels. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal at our properties. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business. Manymake distributions to SL Greenpay dividends and meet the payments of principal and interest required under our current mortgages and other indebtedness, including our 2012 credit facility, senior unsecured notes, debentures and indebtedness outstanding at our joint venture properties. The total principal amount of our outstanding consolidated indebtedness was approximately $6.5$6.9 billion as of December 31, 2012,2013, consisting of approximately $470.0$620.0 million under our 2012 credit facility, which is inclusive of our $400.0 million term loan, $1.3 billion under our senior unsecured notes, $100.0 million under ourof junior subordinated deferrable interest debentures and approximately $4.6$4.9 billion of non-recourse mortgages and loans payable on 2223 of our properties and certain debt and preferred equity investments, and recourse loans on two of our investments. In addition, we could increase the amount of our outstanding consolidated indebtedness in the future, in part by borrowing under our 2012 credit facility, which had $1.1$0.9 billion undrawn capacity as of December 31, 2012.2013. Our 2012 credit facility in aggregate matures in March 2018, which includes two six-month extension options on the $1.2 billion revolving credit facility component of this 2012 creditthe facility. As of December 31, 2012,2013, the total principal amount of non-recourse indebtedness outstanding at the joint venture properties was approximately $5.1$4.8 billion, of which our proportionate share was approximately $1.9 billion. As of December 31, 2012,2013, the total principal amount of recourse indebtedness outstanding at thetwo of our unconsolidated joint venture properties was approximately $218.4 million.2013,2014, approximately $116.7$75.9 million of corporate indebtedness, $182.3$91.0 million under the MRA facility, $146.3 million of mortgage debt on our consolidated properties and $176.5 million which is our share of mortgage debt on our unconsolidated joint venture properties of $398.3 million will mature. At the present time we intend to exercise extension options, repay or refinance the debt associated with our properties on or prior to their respective maturity dates. At the time of refinancing, prevailing interest rates or other factors, such as the possible reluctance of lenders to make commercial real estate loans, may result in higher interest rates. Increased interest expense on the refinanced debt would adversely affect cash flow and our ability to service debt and makepay dividends and distributions to SL Green.security holders. If any principal payments due at maturity cannot be repaid, refinanced or extended, our cash flow will not be sufficient in all years to repay all maturing debt.newmaterial leases without lender consent or materially modify existing leases, andencumbered assets-to-assets and unencumbered assets-to-unsecured debt. These restrictions could adversely affect our results of makeour ability to pay dividends and distributions to SL Green.$1.6$1.3 billion at December 31, 2012.2013. In addition, we could increase the amount of our outstanding variable rate debt in the future, in part by borrowing under our 2012 credit facility, which consisted of a $1.2 billion revolving credit facility and $400.0 million term loan and had $1.1$0.9 billion available for draw as of December 31, 2012.2013. Borrowings under our revolving credit facility and term loan currently bore interest at the 30-day LIBOR, plus spreads of 145 basis points and 165 basis points, respectively, at December 31, 2012.2013. As of December 31, 2012,2013, borrowings under our 2012 credit facility and junior subordinated deferrable interest debentures totaled $470.0$620.0 million and $100.0 million, respectively, and bore weighted average interest at 1.93%1.86% and 5.61%, respectively. We may incur indebtedness in the future that also bears interest at a variable rate or may be required to refinance our debt at higher rates. Accordingly, increases in interest rates could adversely affect our results of operations and financial conditions. At December 31, 2012,2013, a hypothetical 100 basis point increase in interest rates across each of our variable interest rate instruments would increase our annual interest costs by approximately $15.4$12.8 million and would increase our share of joint venture annual interest costs by approximately $8.5 million. Accordingly, increases in interest rates could adversely affect our ability to continue to service debtpay dividends and make distributions to SL Green. SL Green considers its business as a whole in determiningleverageindebtedness we may incur. As of itselfDecember 31, 2013, assuming the conversion of all outstanding units of the Operating Partnership into shares of SL Green's common stock, our combined debt-to-market capitalization ratio, including our share of joint venture debt of approximately $2.1 billion, was approximately 49.4%. Our market capitalization is variable and its subsidiaries, including us. SL Greendoes not necessarily reflect the fair market value of our assets at all times. We also considersconsider factors other factorsthan market capitalization in making decisions regarding the incurrence of indebtedness, such as the purchase price of properties to be acquired with debt financing, the estimated market value of our properties upon refinancing and the ability of particular properties and our business as a whole to generate cash flow to cover expected debt service. Our organizational documents do not contain any limitation on the amount of indebtedness we may incur.Any changes that increase our debt to market capitalization percentage could be viewed negatively by investors. As a result, if we become more highly leveraged, an increase in debt serviceour stock price could adversely affect cash available for distributions to SL Green and could increase the risk of default on our indebtedness.ownedheld first mortgages, mezzanine loans, junior participations and preferred equity interests in 2228 investments with an aggregate net book value of approximately $1.4$1.3 billion at December 31, 2012.2013. Such investments may or may not be recourse obligations of the borrower and are not insured or guaranteed by governmental agencies or otherwise. In the event of a default under these obligations, we may have to take possession of the collateral securing these interests. Borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in response to actions to enforce their obligations to us. Relatively high loan-to-value ratios and declinesDeclines in the value of the property may prevent us from realizing an amount equal to our investment upon foreclosure or realization even if we make substantial improvements or repairs to the underlying real estate in order to maximize such property's investment potential.financialthe need for reserves to protect against potential future losses. Our reserves reflect management's judgment of the probability and severity of losses and the value of the underlying collateral. We cannot be certain that our judgment will prove to be correct and that our reserves will be adequate over time to protect against future losses because of unanticipated adverse changes in the economy or events adversely affecting specific properties, assets, tenants, borrowers, industries in which our tenants and borrowers operate or markets in which our tenants and borrowers or their properties are located. We recordedAs of December 31, 2013, our reserves for possible credit losses were approximately $3.0 million in loan loss reserves and charge offs in 2012 on debt and preferred equity investments being held to maturity and $2.4 million in recoveries of loans previously reserved.$1.0 million. If our reserves for credit losses prove inadequate, we could suffer losses which would have a material adverse effect on our financial performance, the market prices of our securities and our ability to service debtpay dividends and make distributions to SL Green.fiduciary duties to bondholders could result in material liability to us.2012,2013, our unconsolidated joint ventures owned 5624 properties and we had an aggregate cost basis in these joint ventures totaling approximately $1.0$1.1 billion. As of December 31, 2012,2013, our share of unconsolidated joint venture debt, which is non-recourse to us, totaled approximately $1.9 billion. As of December 31, 2012,2013, our share of unconsolidated joint venture debt, which is recourse to us, totaled approximately $218.4 million.service debt and make distributionspay dividends to SL Green.makepay dividends and distributions to SL Greensecurity holders could be adversely affected.us. We acquired the property located at 609 Fifth Avenue, New York, New York in June 2006 and have agreed not to take certain action before January 2014 that would adversely affect the tax positionsvalue of certain of the partners who held interests in this property prior to the acquisition. We acquired the properties located at 752 Madison Avenue, 762 Madison Avenue and 400 East 58th Street New York, New York in January 2012 and have agreed not to take certain action before January 2019 that would adversely affect the tax positions of certain of the partners who held interests in these properties prior to the acquisition.SL Greenus and Mr.Stephen L. Green.his familyaffiliated entities in SL Green'sour initial public offering. Mr. Green serves as the chairman of SL Green's board of directors and is an executive officer. As part of our formation, Mr. Green contributed appreciated property, with a net book value of $73.5 million, to usthe Operating Partnership in exchange for our units of limited partnership interest.interest in the Operating Partnership. He did not recognize any taxable gain as a result of the contribution. We,The Operating Partnership, however, took a tax basis in the contributed property equal to that of the contributing unitholder. The fair market value of the property contributed by him at our formation exceeded his tax basis. The difference between fair market value and tax basis at the time of contribution represents a built-in gain which totaled $5.1$3.9 million at December 31, 2012.2013. If we sell a property in a transaction in which a taxable gain is recognized, for tax purposes the built-in gain would be allocated solely to him and not to SL Green.us. As a result, Mr. Green has a conflict of interest if the sale of a property he contributed is in SL Green'sour best interest but not his.usthe Operating Partnership in an amount that exceeds his tax basis in his partnership units. His tax basis includes his share of debt, including mortgage indebtedness, owed by us.the Operating Partnership. If wethe Operating Partnership were to retire such debt, then he would experience a decrease in his share of liabilities, which, for tax purposes, would be treated as a28.7%17.2% of Alliance's 20122013 estimated total revenue. The contracts pursuant to which these services are provided are not the result of arm's length negotiations and, therefore, there can be no assurance that the terms and conditions are not less favorable than those which could be obtained from third parties providing comparable services. In addition, to the extent that we choose to enforce our rights under any of these agreements, we may determine to pursue available remedies, such as actions for damages or injunctive relief, less vigorously than we otherwise might because of our desire to maintain our ongoing relationship with Gary Green.SL Greenus pursuant to which they have agreed not to actively engage in the acquisition, development, management, leasing or operationfinancing of commercial office, multifamily residential and retail real estate in the New York City Metropolitan area. For the most part, these restrictions apply to the executive both during his employment and for a period of time thereafter. Each executive is also prohibited from otherwise disrupting or interfering with our business through the solicitation of our employees or clients or otherwise. To the extent that SL Green chooseswe choose to enforce itsour rights under any of these agreements, SL Greenwe may determine to pursue available remedies, such as actions for damages or injunctive relief, less vigorously than itwe otherwise might because of itsour desire to maintain anour ongoing relationship with the individual involved. Additionally, the non-competition provisions of these agreements, despite being limited in scope and duration, could be difficult to enforce, or may be subject tothat SL Green haswe have operated in a manner for SL Green to qualify as a REIT for federal income tax purposes and SL Green intendsintend to continue to so operate. Many of the REIT compliance requirements, however, are highly technical and complex. The determination that SL Green is a REIT requires an analysis of factual matters and circumstances. These matters, some of which are not totally within our or SL Green's control, can affect itsSL Green's qualification as a REIT. For example, to qualify as a REIT, at least 95% of SL Green'sour gross income must come from designated sources that are listed in the REIT tax laws. SL Green isWe are also required to distribute to stockholders at least 90% of itsour REIT taxable income excluding capital gains. The fact that SL Green holds itswe hold our assets through usthe Operating Partnership and ourits subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize SL Green'sour REIT status. Furthermore, Congress and the Internal Revenue Service, or the IRS, might make changes to the tax laws and regulations, and the courts mightSL Greenus to remain qualified as a REIT.itwe would be subject to federal income tax at regular corporate rates. Also, unless the IRS grants SL Greenus relief under specific statutory provisions, itSL Green would remain disqualified as a REIT for four years following the year itin which SL Green first failed to qualify. If SL Green failed to qualify as a REIT, weSL Green would have to pay significant income taxes and we would therefore have less money available for investments or to service indebtedness or makepay dividends and distributions to security holders. This would likely have a significant adverse effect on the value of our securities. In addition, the REIT tax laws would no longer require us to make any distributions to stockholders.Green.in order to allowfor SL Green to qualify as a REIT, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. In addition, we anticipate having to raise money in the public equity and debt markets with some regularity and our ability to do so will depend upon the general conditions prevailing in these markets. At any time conditions may exist which effectively prevent SL Green and its subsidiaries, including us, or REITs in general, from accessing these markets. Moreover, additional equity offerings may result in substantial dilution of SL Green'sour stockholders' interests, and additional debt financing may substantially increase our leverage.SL Green'sour chief executive officer, and Andrew Mathias, SL Green'sour president. These officers have employment agreements which expire in January 20142016 and December 2013,2016, respectively. A loss of the services of either of these individuals could adversely affect our operations.regulationregulations applicable to corporate governance and public disclosure may result in additional expenses, affect our operations and affect our reputation. As a result, ourSL Green'sour directors, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, SL Greenwe may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business.Information"Information," for additional disclosure regarding forward-looking statements.2012,2013, we did not have any unresolved comments with the staff of the SEC.2012,2013, we owned or held interests in 2723 consolidated and nine unconsolidated commercial office propertiesbuildings encompassing approximately 18.317.3 million rentable square feet and approximately 5.9 million rentable square feet, respectively, for a total of 24.223.2 million rentable square feet located primarily in midtown Manhattan. Certain of these propertiesbuildings include at least a small amount of retail space on the lower floors, as well as basement/storage space. As of December 31, 2012,2013, our portfolio also included ownership interests in 2526 consolidated and fivefour unconsolidated commercial office propertiesbuildings located in Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey encompassing approximately 3.94.1 million rentable square feet and approximately 1.51.2 million rentable square feet, respectively. We refer to these propertiesbuildings as our Suburban assets.2012,2013, we also owned investments in 15 stand-alone16 retail properties encompassing approximately 473,764875,800 square feet, 1620 development propertiesbuildings encompassing approximately 2,617,4913,230,800 square feet, twofour residential propertiesbuildings encompassing 385801 units (approximately 430,482719,900 square feet), and two land interests and 31encompassing approximately 961,400 square feet. The Company also has ownership interests in 28 west coast office properties encompassing 52 buildings totaling approximately 4,473,6033,654,300 square feet. In addition, we manage two office propertiesbuildings owned by third parties and affiliated companies encompassing approximately 626,415 rentable626,400 square feet. As of December 31, 2012,2013, we also held debt and preferred equity investments with a book value of $1.4 billion.$1.3 billion.retaildevelopment properties and land interest in the portfolio as of December 31, 2012: Year Built /
Renovated SubMarket Approximate
Rentable Square
Feet Percentage
of Portfolio
Rentable
Square Feet
(%) Percent
Leased
(%) Annualized Cash
Rent ($'s)(1) Percentage of
Portfolio
Annualized
Cash Rent
(%)(2) Number
of
Tenants Annualized
Cash Rent
per Leased
Square Foot
($)(3) Annualized
Net Effective
Cash Rent per
Leased
Square Foot
($)(4) 1959/2010 Downtown 1,047,500 4 81.8 32,332,824 3 15 38.23 34.45 1998 Midtown 440,000 1 79.5 20,570,712 2 22 58.78 59.03 1923/2006 Grand Central 604,245 2 73.1 27,111,432 2 18 61.77 58.77 1929 Grand Central 1,135,000 4 94.9 47,830,560 4 31 43.70 36.87 1920/2004 Grand Central 450,000 2 81.3 20,475,852 2 72 50.77 41.94 1954/2000 Penn Station 345,400 1 100.0 14,551,572 1 3 43.07 35.77 1927/1999 Grand Central North 1,188,000 4 92.5 65,446,140 6 226 49.83 38.44 1988 Midtown 200,000 1 99.4 15,953,568 1 14 77.86 65.46 1956/2006 Grand Central North 921,000 3 100.0 53,699,208 5 24 58.13 44.18 1971 Midtown West 941,000 3 99.2 33,682,356 3 11 33.97 31.47 1925/1990 Rockefeller Center 160,000 1 85.2 13,487,388 1 9 101.57 90.93 1956/2002 Plaza District 563,000 2 94.5 47,929,236 4 23 88.34 70.60 1928/1990 Grand Central South 422,000 1 100.0 20,578,332 2 8 45.93 38.84 1955 Grand Central North 524,000 2 86.3 25,843,632 2 16 52.65 46.21 1958/2006 Grand Central North 780,000 3 97.5 41,119,548 4 31 52.98 46.84 1970 Times Square 692,000 2 87.6 37,771,128 3 39 59.63 51.30 1970 Grand Central North 1,454,000 5 96.9 86,011,788 4 13 61.01 46.35 1969 Rockefeller Center 1,062,000 4 97.6 76,003,644 7 19 72.33 64.00 1966 Rockefeller Center 562,000 2 97.0 36,075,624 3 38 63.64 53.25 1960/2002 Park Avenue South 1,176,900 4 98.7 67,030,020 6 2 57.26 56.94 1923 Grand Central 114,900 0 84.2 4,238,796 0 16 44.00 43.44 14,782,945 50 93.0 787,743,360 65 650 1913 Grand Central 142,000 0 85.9 6,660,564 1 88 54.60 54.85 1921 Grand Central 205,000 1 81.6 8,102,136 1 20 48.34 40.88 1984 Financial East 1,090,000 4 97.7 52,681,692 2 5 50.19 46.35 1930 Midtown South 215,000 1 95.8 10,433,676 1 17 53.80 53.44 1902 Midtown South 163,000 1 92.1 7,878,132 1 8 52.48 49.66 1972 Times Square 1,750,000 6 100.0 109,293,600 10 13 63.54 55.21 3,565,000 12 97.0 195,049,800 15 151
18,347,945
62
93.8
982,793,160
79
801 1950/1980 Grand Central South 834,000 3 94.5 51,892,020 2 36 61.41 52.60 1986/1990 Downtown 2,635,000 9 100.0 107,986,128 5 1 40.99 40.98 1983/2009 Eastside 303,515 1 73.7 15,980,040 1 26 74.28 51.90 1972/2006 Grand Central North 526,000 2 87.1 26,362,608 1 35 54.64 47.26 2003 Midtown 674,000 2 100.0 35,307,396 1 1 54.77 54.72 4,972,515 17 96.1 237,528,192 10 99 1972 354,300 1 90.0 18,725,484 1 17 60.25 60.22 1926 147,619 0 99.2 3,763,464 0 6 27.25 27.25 1929/2000 Grand Central 460,000 2 85.2 22,424,688 1 41 54.80 54.96 961,919 3 89.1 44,913,636 2 64
5,934,434
20
95.0
282,441,828
12
163 24,282,379 82 94.1 1,265,234,988 964 1,049,312,825 91 19,755,460 81 93.8 Manhattan Properties SubMarket CONSOLIDATED PROPERTIES "Same Store" 100 Church Street 1959/2010 Downtown 1,047,500 4 % 98.7 % $ 37,191,444 3 % 18 $ 34.46 110 East 42nd Street 1921 Grand Central 215,400 1 86.5 % 8,913,540 1 23 $ 50.49 120 West 45th Street 1998 Midtown 440,000 2 85.2 % 20,862,228 2 32 $ 56.08 125 Park Avenue 1923/2006 Grand Central 604,245 2 82.0 % 27,709,224 2 21 $ 59.08 180 Maiden Lane—49.90% 1984 Financial East 1,090,000 4 97.6 % 55,331,208 2 5 $ 52.71 220 East 42nd Street 1929 Grand Central 1,135,000 4 91.5 % 46,506,336 4 30 $ 44.32 420 Lexington Ave (Graybar)(5) 1927/1999 Grand Central North 1,188,000 4 85.8 % 60,686,388 5 218 $ 50.04 461 Fifth Avenue(5) 1988 Midtown 200,000 1 99.4 % 16,529,484 2 14 $ 80.10 485 Lexington Avenue 1956/2006 Grand Central North 921,000 3 100.0 % 55,169,268 5 24 $ 59.72 555 West 57th Street 1971 Midtown West 941,000 3 99.9 % 33,901,044 3 10 $ 33.88 609 Fifth Avenue 1925/1990 Rockefeller Center 160,000 0 77.8 % 14,042,124 1 11 $ 111.74 625 Madison Avenue(5) 1956/2002 Plaza District 563,000 2 92.1 % 46,209,072 4 21 $ 86.60 673 First Avenue(5) 1928/1990 Grand Central South 422,000 1 99.2 % 21,004,836 2 7 $ 47.24 711 Third Avenue—50.00%(5)(6) 1955 Grand Central North 524,000 2 88.4 % 27,511,560 2 17 $ 54.64 750 Third Avenue 1958/2006 Grand Central North 780,000 3 95.8 % 41,437,956 4 28 $ 54.61 810 Seventh Avenue 1970 Times Square 692,000 2 92.0 % 40,023,768 4 41 $ 59.96 919 Third Avenue—51.00% 1970 Grand Central North 1,454,000 5 90.3 % 81,700,824 4 12 $ 62.07 1185 Avenue of the Americas(5) 1969 Rockefeller Center 1,062,000 4 95.2 % 81,445,404 7 18 $ 79.40 1350 Avenue of the Americas 1966 Rockefeller Center 562,000 2 99.5 % 37,538,424 3 35 $ 65.57 1515 Broadway 1972 Times Square 1,750,000 6 100.0 % 111,850,668 10 12 $ 64.98 Year Built /
Renovated SubMarket Approximate
Rentable Square
Feet Percentage
of Portfolio
Rentable
Square Feet
(%) Percent
Leased
(%) Annualized Cash
Rent ($'s)(1) Percentage of
Portfolio
Annualized
Cash Rent
(%)(2) Number
of
Tenants Annualized
Cash Rent
per Leased
Square Foot
($)(3) Annualized
Net Effective
Cash Rent per
Leased
Square Foot
($)(4) 1983-1986 Rye Brook, Westchester 540,000 2 65.9 10,433,580 1 23 28.86 24.20 1979 Tarrytown, Westchester 180,000 1 72.5 3,671,304 0 8 28.93 22.12 1984 Valhalla, Westchester 178,000 1 86.0 2,577,300 0 11 22.88 17.54 1988 Valhalla, Westchester 250,000 1 70.7 4,065,456 0 10 23.00 18.74 1990 Valhalla, Westchester 245,000 1 87.5 5,218,368 0 7 24.81 22.21 1986 Valhalla, Westchester 228,000 1 76.9 3,982,824 1 6 24.62 21.75 1991 White Plains, Westchester 130,100 0 95.3 4,112,952 0 12 36.74 23.29 2000 White Plains, Westchester 384,000 1 94.3 13,288,356 1 16 36.72 29.73 2,135,100 8 79.2 47,350,140 5 93 1973-1984 Stamford, Connecticut 826,000 3 83.8 19,364,928 2 106 32.68 26.80 1989 Stamford, Connecticut 133,000 0 74.6 4,083,912 0 7 41.67 35.86 1989 Stamford, Connecticut 192,000 1 93.6 7,332,120 0 9 41.61 32.94 1987 Stamford, Connecticut 182,000 1 86.0 5,680,620 0 21 35.60 29.76 2002 Stamford, Connecticut 130,000 0 86.4 1,503,192 0 20 14.09 12.42 1988 Stamford, Connecticut 143,400 0 60.9 2,801,568 0 17 34.34 25.34 1973 Greenwich, Connecticut 121,500 0 55.1 2,920,224 0 10 43.49 38.17 1,727,900 5 80.7 43,686,564 3 190 3,863,000 13 79.9 91,036,704 8 283 1981 Rutherford, New Jersey 582,100 2 79.7 12,653,352 1 51 28.51 25.19 1928 Brooklyn, NY 317,600 1 84.0 9,626,952 0 66 39.07 34.86 1980 Jericho, New York 640,000 2 89.6 20,197,140 0 35 36.18 31.88 1,539,700 5 84.7 42,477,444 1 152 5,402,700 18 81.3 133,514,148 435 99,230,898 9 5,402,700 100 81.3 29,685,079 100 1,398,749,136 1,148,543,723 100 1912/2001 Times Square 29,876 6 23.7 2,001,902 4 2 212.55 190.55 1920/2010 Herald Square/Penn Station 17,150 4 100.0 2,231,736 2 1 200.16 191.90 2009 Herald Square/Penn Station 30,100 6 100.0 7,866,780 13 1 391.36 342.19 2009 Herald Square/Penn Station 15,600 3 100.0 4,636,224 8 2 296.95 289.54 1958/2000 Midtown/Plaza District 119,550 25 89.4 34,271,976 12 7 309.02 279.77 2010 Brooklyn, NY 52,000 11 100.0 1,552,560 5 3 29.84 32.21 264,276 56 86.6 52,561,178 44 16 1928-1940 Plaza District 23,610 5 100.0 1,460,108 4 7 109.34 109.34 1921 Plaza District 16,736 4 100.0 3,282,000 3 1 251.13 251.13 1920 Plaza District 8,557 2 18.8 160,680 0 1 99.93 99.93 1891 Soho 68,342 14 100.0 5,002,596 16 12 73.20 73.20 1921 Plaza District 65,010 14 84.7 12,279,960 20 8 220.23 220.23 1996/2012 Plaza District 21,124 4 100.0 3,189,324 8 1 150.98 150.98 1910 Plaza District 6,109 1 100.0 1,296,192 3 5 212.18 212.18 209,488 44 91.9 26,670,860 56 35 473,764 100 89.0 79,232,038 100 51 1 Madison Avenue 1960/2002 Park Avenue South 1,176,900 4 100.0 % 67,572,816 6 2 $ 57.09 Subtotal / Weighted Average 16,928,045 59 % 94.5 % $ 933,137,616 76 % 599 "Non Same Store" 304 Park Avenue South 1930 Midtown South 215,000 1 % 98.8 % 11,923,104 1 % 15 $ 58.45 641 Sixth Avenue 1902 Midtown South 163,000 1 92.1 % 8,380,860 1 7 $ 55.27 Subtotal / Weighted Average 378,000 2 % 95.9 % $ 20,303,964 2 % 22 Total / Weighted Average Manhattan Consolidated Properties 17,306,045 61 % 94.5 % $ 953,441,580 78 % 621 UNCONSOLIDATED PROPERTIES "Same Store" 100 Park Avenue—49.90% 1950/1980 Grand Central South 834,000 3 % 95.1 % 54,288,768 3 % 37 $ 63.99 388 & 390 Greenwich Street—50.60%(7) 1986/1990 Downtown 2,635,000 9 100.0 % 109,811,160 5 1 $ 41.68 600 Lexington Avenue—55.00% 1983/2009 Eastside 303,515 1 75.5 % 15,552,084 1 26 $ 76.52 800 Third Avenue—42.95% 1972/2006 Grand Central North 526,000 2 95.4 % 29,377,200 1 41 $ 55.54 1745 Broadway—32.26% 2003 Midtown 674,000 2 100.0 % 37,785,768 1 1 $ 58.62 Subtotal / Weighted Average 4,972,515 17 % 97.2 % $ 246,814,980 11 % 106 "Non Same Store" 10 East 53rd Street—55.00% 1972 Plaza District 354,300 1 % 90.0 % 19,639,776 1 % 17 $ 63.14 315 West 36th Street—35.50% 1926 Times Square South 147,619 0 99.2 % 4,029,156 0 6 $ 27.52 521 Fifth Avenue—50.50% 1929/2000 Grand Central 460,000 2 94.4 % 24,977,052 1 41 $ 55.11 Subtotal / Weighted Average 961,919 3 % 93.5 % $ 48,645,984 2 % 64 Total / Weighted Average Unconsolidated Properties 5,934,434 20 % 96.6 % $ 295,460,964 13 % 170 Manhattan Grand Total / Weighted Average 23,240,479 81 % 95.0 % $ 1,248,902,544 791 Manhattan Grand Total—SLG share of Annualized Rent $ 1,026,613,619 91 % Manhattan Same Store Occupancy %—Combined 21,900,560 94 % 95.1 % Year Built /
Renovated SubMarket Approximate
Rentable Square
Feet Percentage
of Portfolio
Rentable
Square Feet
(%) Percent
Leased
(%) Annualized Cash
Rent ($'s)(1) Percentage of
Portfolio
Annualized
Cash Rent
(%)(2) Number
of
Tenants Annualized
Cash Rent
per Leased
Square Foot
($)(3) Annualized
Net Effective
Cash Rent per
Leased
Square Foot
($)(4) 2008 Lyndhurst, NJ 278,000 11 57.1 3,562,656 8 4 22.50 17.89 1962/2001 White Plains, NY 85,000 3 33.0 674,868 1 16 21.87 16.39 2008 White Plains, NY 65,641 3 29.2 617,004 1 2 31.64 30.13 1902/2011 Cast Iron / Soho 156,086 6 — — — — — — 2008 Downtown — — — — — — — — 2000 Stamford, Connecticut 36,800 1 10.8 313,536 1 1 78.78 77.42 1927/2010 Columbus Circle 530,981 20 51.6 23,437,454 25 18 85.37 72.00 1961 Park Avenue 1,219,158 47 55.0 59,163,552 64 30 85.10 83.89 1902 Midtown South 104,000 4 — — — — — — 1962 Plaza District 10,000 0 — — — — — — 1900/1972 Upper East Side 13,678 1 — — — — — — 1932 Upper West Side 82,250 3 2.2 146,475 0 1 81.38 81.38 1926 Times Square 35,897 1 23.3 — — 1 — — 2,617,491 100 44.5 87,915,545 100 73 Herald Square/Penn Station 354,400 37 100.0 11,250,000 42 25.40 25.40 Midtown/Plaza District 607,000 63 100.0 15,850,000 58 18.28 18.28 961,400 100 100.0 27,100,000 100 various 4,473,603 100 76.9 94,707,029 100 4,473,603 100 76.9 94,707,029 100
RESIDENTIAL
Useable Sq.
Feet
Total Units
Percent
Leased
(%)
Annualized Cash
Rent ($'s)(1)
Average
Monthly Rent
Per Unit ($'s)
1931 Upper East Side 290,482 260 91.9 9,411,103 2,715 1929 Upper East Side 140,000 125 97.6 4,623,280 2,883 430,482 385 93.8 14,034,383 2,770 Suburban Properties SubMarket CONSOLIDATED PROPERTIES "Same Store" Westchester, NY 1100 King Street 1983-1986 Rye Brook, Westchester 540,000 2 % 72.2 % $ 11,091,768 1 % 30 $ 27.24 520 White Plains Road 1979 Tarrytown, Westchester 180,000 1 57.8 % 2,854,680 0 8 $ 28.41 115-117 Stevens Avenue 1984 Valhalla, Westchester 178,000 1 73.4 % 2,682,720 0 10 $ 23.43 100 Summit Lake Drive 1988 Valhalla, Westchester 250,000 1 70.7 % 4,246,380 1 10 $ 24.03 200 Summit Lake Drive 1990 Valhalla, Westchester 245,000 1 80.2 % 4,535,136 1 8 $ 23.93 500 Summit Lake Drive 1986 Valhalla, Westchester 228,000 1 90.3 % 4,798,848 1 6 $ 24.80 140 Grand Street 1991 White Plains, Westchester 130,100 0 93.6 % 3,988,068 0 13 $ 36.35 360 Hamilton Avenue 2000 White Plains, Westchester 384,000 1 89.3 % 12,155,160 1 17 $ 34.11 Westchester, NY Subtotal/Weighted Average 2,135,100 8 % 78.1 % $ 46,352,760 5 % 102 "Same Store" Connecticut Landmark Square 1973-1984 Stamford, Connecticut 862,800 3 % 78.3 % $ 19,017,940 2 % 105 $ 32.59 680 Washington Boulevard—51.00% 1989 Stamford, Connecticut 133,000 0 77.7 % 4,353,144 0 9 $ 42.62 750 Washington Boulevard—51.00% 1989 Stamford, Connecticut 192,000 1 93.3 % 6,380,580 0 8 $ 40.52 1055 Washington Boulevard(5) 1987 Stamford, Connecticut 182,000 1 87.7 % 6,111,048 1 21 $ 36.10 1010 Washington Boulevard 1988 Stamford, Connecticut 143,400 1 65.3 % 3,028,464 0 19 $ 34.51 500 West Putnam Avenue 1973 Greenwich, Connecticut 121,500 0 57.0 % 3,121,356 0 10 $ 44.79 Connecticut Subtotal/Weighted Average 1,634,700 6 % 80.5 % $ 42,012,532 3 % 172 "Non Same Store" Brooklyn, NY 16 Court Street 1927-1928 Brooklyn, NY 317,600 1 % 87.2 % $ 10,495,296 1 % 66 $ 40.26 Brooklyn, NY Subtotal/Weighted Average 317,600 1 % 87.2 % $ 10,495,296 1 % 66 Total / Weighted Average Consolidated Properties 4,087,400 15 % 79.8 % $ 98,860,588 9 % 340 UNCONSOLIDATED PROPERTIES "Same Store" The Meadows—50.00% 1981 Rutherford, New Jersey 582,100 2 % 84.2 % $ 12,508,560 0 % 55 $ 27.62 Jericho Plaza—20.26% 1980 Jericho, New York 640,000 2 89.9 % 19,566,096 0 32 $ 34.89 Total / Weighted Average Unconsolidated Properties 1,222,100 4 % 87.2 % $ 32,074,656 0 % 87 Suburban Grand Total / Weighted Average 5,309,500 19 % 81.5 % $ 130,935,244 427 Suburban Grand Total—SLG share of Annualized Rent $ 103,819,434 9 % Suburban Same Store Occupancy %—Combined 4,991,900 94 % 81.1 % Portfolio Grand Total 28,549,979 100 % $ 1,379,837,788 1,218 Portfolio Grand Total—SLG Share of Annualized Rent $ 1,130,433,053 100 % SubMarket Percent of Portfolio
Rentable
Square
Feet Percent of Portfolio
Annualized
Cash
Rent (3) RETAIL "Same Store" Retail 1604 Broadway—70.00% 1912/2001 Times Square 29,876 3 % 23.7 % $ 2,001,902 3 % 2 $ 245.31 (1)Annualized Cash Rent represents the monthly contractual rent under existing leases as of December 31, 2012 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2012 for the 12 months ending December 31, 2013 are reductions of approximately $8.7 million for our consolidated properties and approximately $13.4 million for our unconsolidated properties.(2)Includes our share of unconsolidated joint venture annualized cash rent calculated on a consistent basis.(3)Annualized Rent Per Leased Square Foot represents Annualized Rent, as described in footnote (1) above, presented on a per leased square foot basis.(4)Annual Net Effective Cash Rent Per Leased Square Foot represents (a) for leases in effect at the time an interest in the relevant property was first acquired by us, the remaining lease payments under the lease from the acquisition date divided by the number of months remaining under the lease multiplied by 12 and (b) for leases entered into after an interest in the relevant property was first acquired by us, all lease payments under the lease divided by the number of months in the lease multiplied by 12, minus, in the case of both (a) and (b), tenant improvement costs and leasing commissions, if any, paid or payable by us and presented on a per leased square foot basis. Annual Net Effective Cash Rent per Leased Square Foot includes future contractual increases in rental payments and therefore, in certain cases, may exceed Annualized Cash Rent per Leased Square Foot.(5)We hold a leasehold interest in this property.(6)Includes a parking garage.(7)We hold a leasehold mortgage interest, a net sub-leasehold interest and a co-tenancy interest in this property.(8)Includes approximately 16.8 million square feet of rentable office space, 1.2 million square feet of rentable retail space and 0.4 million square feet of garage space.(9)Includes approximately 5.8 million square feet of rentable office space, 0.2 million square feet of rentable retail space and no garage space.(10)Includes approximately 3.6 million square feet of rentable office space and 0.2 million square feet of rentable retail space.(11)Includes approximately 1.5 million square feet of rentable office space and 0.1 million square feet of rentable retail space.(12)The rent per square foot is presented on a triple-net basis.11 West 34th Street—30.00% 1920/2010 Herald Square/Penn Station 17,150 2 100.0 % 2,123,688 1 1 $ 190.47 21-25 West 34th Street—50.00% 2009 Herald Square/Penn Station 30,100 3 100.0 % 8,233,968 8 1 $ 409.63 717 Fifth Avenue—10.92% 1958/2000 Midtown/Plaza District 119,550 14 89.4 % 34,591,080 8 7 $ 311.90 Williamsburg Terrace 2010 Brooklyn, NY 52,000 6 100.0 % 1,558,032 3 3 $ 29.94 Subtotal/Weighted Average 248,676 28 % 85.8 % $ 48,508,670 23 % 14 "Non Same Store" Retail 19-21 East 65th Street—80.00% 1928-1940 Plaza District 23,610 3 % 100.0 % 1,412,184 2 % 7 $ 116.69 21 East 66th Street—32.28% 1921 Plaza District 16,736 2 100.0 % 3,409,057 2 1 $ 260.85 131-137 Spring Street 1891 Soho 68,342 8 100.0 % 4,691,037 10 12 $ 68.64 180-182 Broadway— 25.50% 2013 Soho 156,086 18 100.0 % 9,757,368 5 3 $ 65.17 315 West 33rd Street— The Olivia 2000 Penn Station 270,132 31 100.0 % 14,779,822 30 10 $ 54.71 724 Fifth Avenue—50.00% 1921 Plaza District 65,010 7 76.6 % 20,589,864 21 7 $ 415.45 752 Madison Avenue—80% 1996/2012 Plaza District 21,124 2 100.0 % 3,561,060 6 1 $ 168.58 762 Madison Avenue—80.00% 1910 Plaza District 6,109 1 82.6 % 624,324 1 4 $ 123.73 Subtotal/Weighted Average 627,149 72 % 97.4 % $ 58,824,716 77 % 45 Total / Weighted Average Retail Properties 875,825 100 % 94.1 % $ 107,333,386 100 % 59 DEVELOPMENT 125 Chubb Way 2008 Lyndhurst, NJ 278,000 9 % 59.4 % 3,635,136 4 % 4 $ 21.55 150 Grand Street 1962/2001 White Plains, NY 85,000 3 31.5 % 691,008 1 16 $ 24.84 7 Renaissance Square—50.00% 2008 White Plains, NY 65,641 2 46.6 % 997,380 1 4 $ 32.04 33 Beekman Street—45.90% 2008 Downtown — — — — — — $ — 3 Columbus Circle—48.90% 1927/2010 Columbus Circle 530,981 16 70.7 % 31,239,593 17 17 $ 81.77 280 Park Avenue—49.50% 1961 Park Avenue 1,219,158 38 59.4 % 64,933,920 36 28 $ 89.70 51 East 42 street 1913 Grand Central 142,000 4 86.5 % 6,752,424 8 84 $ 52.75 317 Madison Avenue 1922 Grand Central 450,000 14 78.6 % 20,781,792 23 72 $ 51.83 331 Madison Avenue 1923 Grand Central 114,900 4 83.6 % 4,271,340 5 15 $ 44.19 Fifth Avenue Retail Assemblage 1920 Plaza District 66,962 2 74.6 % 2,522,196 3 6 $ 50.46 635 Sixth Avenue 1902 Midtown South 104,000 3 — — — — $ — 650 Fifth Avenue - 50.00% 1977-1978 Plaza District 32,324 1 63.6 % 3,241,092 2 3 $ 157.64 747 Madison Avenue—33.33% 1962 Plaza District 10,000 0 59.1 % 3,300,000 0 1 $ 578.95 985-987 Third Avenue 1900/1972 Upper East Side 13,678 0 — — — — $ — 1080 Amsterdam—87.50% 1932 Upper West Side 82,250 3 2.2 % 146,475 0 1 $ 81.38 1552-1560 Broadway—50.00% 1926 Times Square 35,897 1 — — — — $ — Total / Weighted Average Development Properties 3,230,791 100 % 61.1 % $ 142,512,356 100 % 251 LAND 2 Herald Square Herald Square/Penn Station 354,400 37 % 100.0 % $ 11,531,250 42 % $ 32.54 885 Third Avenue Midtown/Plaza District 607,000 63 % 100.0 % 16,246,260 58 % $ 26.76 Total / Weighted Average Land 961,400 100 % 100.0 % $ 27,777,510 100 % West Coast West Coast Office Portfolio—43.74% various 3,654,315 100 % 77.9 % $ 73,782,458 100 % Total / Weighted Average California Properties 3,654,315 100 % 77.9 % $ 73,782,458 100 % Useable Sq. Feet Total Units RESIDENTIAL 400 East 57th Street—80.00% Upper East Side 290,482 259 95.0 % $ 10,348,769 $ 2,980 400 East 58th Street—80.00% Upper East Side 140,000 125 94.4 % 4,485,041 $ 2,939 248-252 Bedford Avenue—90.00% Brooklyn, New York 66,611 84 85.7 % 3,939,251 $ 4,559 315 West 33rd Street Penn Station 222,855 333 92.5 % 13,234,357 $ 3,772 Total / Weighted Average Residential Properties 719,948 801 92.9 % $ 32,007,418 $ 3,469 (1) Excludes leases signed but not yet commenced as of December 31, 2013. (2) Annualized Cash Rent represents the monthly contractual rent under existing leases as of December 31, 2013 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2013 for the 12 months ending December 31, 2014 reduce cash rent by approximately $16.7 million for our consolidated properties and approximately $25.5 million for our unconsolidated properties. (3) Includes our share of unconsolidated joint venture annualized cash rent calculated on a consistent basis. (4) Annualized Cash Rent Per Leased Square Foot represents Annualized Cash Rent, as described in footnote (1) above, presented on a per leased square foot basis. (5) We hold a leasehold interest in this property. (6) We hold a leasehold mortgage interest, a net sub-leasehold interest and a co-tenancy interest in this property. (7) The rent per square foot is presented on a triple-net basis. We historically achieved consistently higher occupancy rates in our Manhattan portfolio in comparisonas compared to the overall midtown markets, as shown over the last five years in the following table: December 31, 2013 92.5 % 88.3 % 89.1 % December 31, 2012 94.1 % 89.1 % 90.0 % December 31, 2011 92.5 % 89.7 % 91.3 % December 31, 2010 92.9 % 88.6 % 90.9 % December 31, 2009 95.0 % 86.8 % 90.3 % (1) Includes space for leases that were executed as of the relevant date in our wholly-owned and joint venture properties as of that date. (2) Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield. (3) The term "Class B" is generally used in the Manhattan office market to describe office properties that are more than 25 years old but that are in good physical condition, enjoy widespread acceptance by high-quality tenants and are situated in desirable locations in Manhattan. Class B office properties can be distinguished from Class A properties in that Class A properties are generally newer properties with higher finishes and frequently obtain the highest rental rates within their markets. Percent of
Manhattan
Portfolio
Leased(1) Occupancy
Rate of Class A
Office Properties
in the midtown
Markets(2)(3) Occupancy
Rate of Class B
Office Properties
in the midtown
Markets(2)(3) 94.1 % 89.1 % 90.0 % 92.5 % 89.7 % 91.3 % 92.9 % 88.6 % 90.9 % 95.0 % 86.8 % 90.3 % 96.7 % 90.8 % 92.1 % (1)Includes space for leases that were executed as of the relevant date in our wholly-owned and joint venture properties in Manhattan owned by us as of that date.(2)Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield.(3)The term "Class B" is generally used in the Manhattan office market to describe office properties that are more than 25 years old but that are in good physical condition, enjoy widespread acceptance by high-quality tenants and are situated in desirable locations in Manhattan. Class B office properties can be distinguished from Class A properties in that Class A properties are generally newer properties with higher finishes and frequently obtain the highest rental rates within their markets. WeHistorically we have historically achieved consistently higher occupancy rates in our Westchester County and Connecticut portfolios in comparison to the overall Westchester County and Stamford, Connecticut, CBD markets, as shown over the last five years in the following table: December 31, 2013 78.1 % 79.4 % 80.5 % 74.7 % December 31, 2012 79.2 % 78.5 % 80.7 % 73.7 % December 31, 2011 80.6 % 80.1 % 80.3 % 73.8 % December 31, 2010 80.0 % 80.3 % 84.3 % 77.6 % December 31, 2009 86.5 % 80.3 % 82.7 % 77.5 % (1) Includes space for leases that were executed as of the relevant date in our wholly-owned and joint venture properties as of that date. (2) Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield. Percent of
Westchester
Portfolio
Leased(1) Occupancy
Rate of Class A
Office Properties
in the Westchester
Market(2) Percent of
Connecticut
Portfolio
Leased(1) Occupancy
Rate of Class A
Office Properties
in the Stamford
CBD Market(2) 79.2 % 78.5 % 80.7 % 73.7 % 80.6 % 80.1 % 80.3 % 73.8 % 80.0 % 80.3 % 84.3 % 77.6 % 86.5 % 80.3 % 82.7 % 77.5 % 88.9 % 81.7 % 84.9 % 84.5 % (1)Includes space for leases that were executed as of the relevant date in our wholly-owned and joint venture properties in Manhattan owned by us as of that date.(2)Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield.2017,2018, the average annual rollover at our Manhattan consolidated and unconsolidated office properties is expected to be approximately1.3 1.0 million square feet and 0.20.3 million square feet, respectively, representing an average annual expiration rate of 7.5%6.3% and 3.9%5.1%, respectively, per year (assuming no tenants exercise renewal or cancellation options and there are no tenant bankruptcies or other tenant defaults).20122013 for each of the next ten years and thereafter (assuming that no tenants exercise renewal or cancellation options and that there are no tenant bankruptcies or other tenant defaults): 82 1,505,643 9.0 % $ 87,659,227 $ 58.22 2015 82 588,811 3.5 32,829,813 $ 55.76 2016 84 940,699 5.6 57,447,696 $ 61.07 2017 94 1,562,961 9.3 86,906,332 $ 55.60 2018 63 678,013 4.0 50,453,363 $ 74.41 2019 29 836,509 5.0 52,730,789 $ 63.04 2020 40 2,322,149 13.9 135,548,148 $ 58.37 2021 39 2,271,388 13.6 124,603,497 $ 54.86 2022 32 801,247 4.8 47,031,192 $ 58.70 2023 & thereafter 93 5,241,336 31.3 278,231,523 $ 53.08 Total/weighted average 638 16,748,756 100.0 % $ 953,441,580 $ 56.93 (1) Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2013 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2013 for the 12 months ending December 31, 2014, reduce cash rent by approximately $13.3 million for the properties. (2) Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis. (3) Includes 42,036 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2013.
Properties Year of Lease Expiration Number of
Expiring
Leases Square
Footage of
Expiring
Leases Percentage
of Total
Leased
Square
Feet (%) Annualized
Cash Rent
of Expiring
Leases(1) Annualized
Cash Rent
Per Leased
Square Foot
of Expiring
Leases(2) 145 1,041,042 5.91 % $ 64,940,535 $ 62.38 122 1,725,995 9.79 95,047,120 55.07 133 802,686 4.55 40,648,976 50.64 89 1,198,931 6.80 67,584,297 56.37 110 1,847,086 10.48 101,676,686 55.05 36 651,362 3.70 48,309,139 74.17 25 741,129 4.20 44,891,190 60.57 39 2,235,931 12.69 129,560,220 57.94 42 2,225,315 12.63 116,256,979 52.24 87 5,156,222 29.25 273,878,018 53.12 828 17,625,699 100.00 % $ 982,793,160 $ 55.76 (1)Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2012 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2012 for the 12 months ending December 31, 2013, are reductions of approximately $6.0 million for the properties.(2)Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis.(3)Includes 73,538 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2012. 23 413,737 7.2 % $ 22,307,532 $ 53.92 2015 26 226,430 3.9 12,848,244 $ 56.74 2016 21 197,054 3.4 11,227,476 $ 56.98 2017 14 162,323 2.8 9,602,556 $ 59.16 2018 24 473,272 8.2 31,757,208 $ 67.10 2019 8 153,429 2.7 11,071,416 $ 72.16 2020 13 283,567 4.9 13,900,080 $ 49.02 2021 8 144,474 2.5 7,215,312 $ 49.94 2022 11 166,593 2.9 9,730,560 $ 58.41 2023 & thereafter 27 914,959 15.9 55,989,420 $ 61.19 Sub-Total/weighted average 175 3,135,838 54.3 % $ 185,649,804 $ 59.20 2,634,670 45.7 109,811,160 Total 176 5,770,508 100.0 % $ 295,460,964 (1) Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2013 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2013 for the 12 months ending December 31, 2014 reduced cash rent by approximately $18.0 million for the joint venture properties. (2) Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis. (3) Includes 2,354 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2013. (4) Represents Citigroup's 13-year net lease at 388-390 Greenwich Street. The net rent as of December 31, 2013 is $41.68 per square foot with annual CPI escalation.
Properties Year of Lease Expiration Number of
Expiring
Leases Square
Footage of
Expiring
Leases Percentage
of Total
Leased
Square
Feet (%) Annualized
Cash Rent
of Expiring
Leases(1) Annualized
Cash Rent
Per Leased
Square Foot
of Expiring
Leases(2) 12 85,544 1.51 % $ 4,488,852 $ 52.47 27 439,838 7.74 22,881,600 52.02 84 225,839 3.98 12,396,288 54.89 21 192,438 3.39 10,683,420 55.52 14 171,220 3.01 10,476,432 61.19 21 473,771 8.34 29,029,765 61.27 5 144,238 2.54 10,100,352 70.03 11 235,433 4.14 11,404,693 48.44 7 127,019 2.24 5,786,256 45.55 26 949,965 16.72 57,208,042 60.22 228 3,045,305 53.61 174,455,700 $ 57.29 2 (3) 2,634,670 46.39 107,986,128 230 5,679,975 100.00 % $ 282,441,828 (1)Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2012 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2012 for the 12 months ending December 31, 2013 are reductions of approximately $7.4 million for the joint venture properties.(2)Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis.(3)Represents Citigroup's 13-year net lease at 388-390 Greenwich Street. The current net rent is $40.99 per square foot with annual CPI escalation.2017,2018, the average annual rollover at our Suburban consolidated and unconsolidated office properties is expected to be approximately 0.3 million square feet and 0.20.1 million square feet, respectively, representing an average annual expiration rate of 11.3%10.9% and 13.9%11.4% respectively, per year (assuming no tenants exercise renewal or cancellation options and there are no tenant bankruptcies or other tenant defaults).20122013 for each of the next ten years and thereafter (assuming that no tenants exercise renewal or cancellation options and that there are no tenant bankruptcies or other tenant defaults): 68 336,669 10.9 % $ 11,578,224 $ 34.39 2015 49 296,634 9.6 10,012,932 $ 33.76 2016 59 578,175 18.8 19,378,908 $ 33.52 2017 38 188,907 6.1 7,525,992 $ 39.84 2018 42 273,992 8.9 9,353,496 $ 34.14 2019 21 485,074 15.8 13,125,696 $ 27.06 2020 18 295,733 9.6 9,297,108 $ 31.44 2021 15 201,710 6.6 5,327,489 $ 26.41 2022 9 49,152 1.6 1,540,464 $ 31.34 2023 & thereafter 26 372,593 12.1 11,720,279 $ 31.46 Total/weighted average 345 3,078,639 100.00 % $ 98,860,588 $ 32.11
Lease Expiration Number of
Expiring
Leases Square
Footage of
Expiring
Leases Percentage
of Total
Leased
Square
Feet (%) Annualized
Cash Rent of
Expiring
Leases(1) Annualized
Cash Rent
Per Leased
Square
Foot of
Expiring
Leases(2) 56 299,764 10.32 % $ 8,646,612 $ 28.84 36 220,641 7.59 7,740,864 35.08 43 303,013 10.43 10,395,732 34.31 49 686,280 23.62 21,786,774 31.75 27 130,555 4.49 4,290,744 32.87 23 169,792 5.84 6,199,776 36.51 17 498,180 17.15 13,760,748 27.62 13 240,732 8.29 7,439,448 30.90 9 144,861 4.99 3,535,596 24.41 18 211,683 7.28 7,240,410 34.20 291 2,905,501 100.00 % $ 91,036,704 $ 31.33 (1)Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2012 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2012(1) Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2013 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2013 for the 12 months ending December 31, 2014, reduce cash rent by approximately $3.4 million for the properties. (2) Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis. (3) Includes 53,343 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2013. 25 185,640 18.3 % $ 6,415,776 $ 34.56 2015 16 133,885 13.2 4,314,204 $ 32.22 2016 9 69,616 6.9 2,084,016 $ 29.94 2017 10 83,289 8.2 2,769,216 $ 33.25 2018 9 104,606 10.3 3,410,401 $ 32.60 2019 6 63,660 6.3 2,035,896 $ 31.98 2020 3 41,357 4.1 1,433,196 $ 34.65 2021 3 76,346 7.5 2,675,448 $ 35.04 2022 — — — — — 2023 & thereafter 8 255,327 25.2 6,936,504 $ 27.17 Total/weighted average 89 1,013,726 100.0 % $ 32,074,657 $ 31.64 (1) Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2013 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2013 for the 12 months ending December 31, 2014, reduce cash rent by approximately $3.5 million for the joint venture properties. (2) Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis. (3) Includes 23,932 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2013. are reductions of approximately $2.7 million for the properties.(2)Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis.(3)Includes 99,188 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2012.
Lease Expiration Number of
Expiring
Leases Square
Footage of
Expiring
Leases Percentage
of Total
Leased
Square
Feet (%) Annualized
Cash Rent of
Expiring
Leases(1) Annualized
Cash Rent
Per Leased
Square
Foot of
Expiring
Leases(2) 31 213,923 17.14 % $ 6,641,388 $ 31.05 32 291,251 23.33 10,318,416 35.43 24 159,070 12.74 4,903,008 30.82 13 80,043 6.41 3,129,612 39.10 17 124,946 10.01 4,691,748 37.55 8 89,553 7.17 3,152,124 35.20 6 52,455 4.20 1,733,184 33.04 7 48,459 3.88 1,668,060 34.42 5 82,241 6.59 2,817,000 34.25 8 106,465 8.53 3,422,904 32.15 151 1,248,406 100.00 % $ 42,477,444 $ 34.03 (1)Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2012 multiplied by 12. This amount reflects total rent before any rent abatementsour Manhattan and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2012 for the 12 months ending December 31, 2013, are reductions of approximately $2.2 million for the joint venture properties.(2)Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis.(3)Includes 100,528 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2012.Tenant Diversification At December 31, 2012, our portfolio wasSuburban office buildings were leased to approximately 1,3991,218 tenants, which are engaged in a variety of businesses, including professional services, financial services, media, apparel, business services and government/non-profit. The following table sets forth information regarding the leases withportfolio,Manhattan and Suburban office buildings, based on the amount of square footage leased by our tenants as of December 31, 2012:2013:Tenant(1) Properties Citigroup, N.A. 388 & 390 Greenwich Street, 485 Lexington Avenue, 750 Third Avenue, 800 Third Avenue, 750 Washington Blvd 264 3,023,423 10.6 % 6.6 % Viacom International, Inc. 1515 Broadway 210 1,330,735 4.7 % 7.5 % Credit Suisse Securities (USA), Inc. 1 Madison Avenue , 280 Park Avenue & 1055 Washington 84 1,241,354 4.3 % 6.1 % AIG Employee Services, Inc. 180 Maiden Lane 4 803,222 2.8 % 1.9 % Random House, Inc. 1745 Broadway 114 644,598 2.3 % 1.1 % Debevoise & Plimpton, LLP 919 Third Avenue 96 619,353 2.2 % 1.9 % The City of New York 16 Court Street & 100 Church Street 243 541,787 1.9 % 1.6 % Omnicom Group, Inc. 220 East 42nd Street 40 493,560 1.7 % 1.8 % Ralph Lauren Corporation 625 Madison Avenue 72 339,381 1.2 % 2.1 % Advance Magazine Group, Fairchild Publications 750 Third Avenue & 485 Lexington Avenue 86 339,195 1.2 % 1.3 % Harper Collins Publishers LLC 83 289,534 1.0 % 1.0 % C.B.S. Broadcasting, Inc. 555 West 57th Street 120 283,798 1.0 % 1.0 % Schulte, Roth & Zabel LLP 919 Third Avenue 90 263,186 0.9 % 0.7 % HF Management Services LLC 100 Church Street & 521 Fifth Avenue 219 252,762 0.9 % 0.7 % New York Presbyterian Hospital 673 First Avenue 92 232,772 0.8 % 0.9 % BMW of Manhattan 555 West 57th Street 103 227,782 0.8 % 0.5 % Stroock, Stroock & Lavan LLP 180 Maiden Lane 113 223,434 0.8 % 0.5 % The Travelers Indemnity Company 485 Lexington Avenue & 2 Jericho Plaza 92 213,456 0.7 % 0.9 % The City University of New York - CUNY 555 West 57th Street & 16 Court Street 204 207,136 0.7 % 0.7 % Amerada Hess Corp. 1185 Avenue of the Americas 168 181,569 0.6 % 1.1 % Verizon 72 172,502 0.6 % 0.4 % United Nations 220 East 42nd Street 99 169,137 0.6 % 0.7 % News America Incorporated 1185 Avenue of the Americas 83 161,722 0.6 % 1.3 % King & Spalding 1185 Avenue of the Americas 142 159,943 0.6 % 1.2 % Young & Rubicam, Inc. 3 Columbus Circle 236 159,292 0.6 % 0.4 % Bloomingdales, Inc. 919 Third Avenue 127 148,465 0.5 % 0.3 % National Hockey League 1185 Avenue of the Americas 107 148,217 0.5 % 1.1 % New York Hospitals Center 673 First Avenue 154 147,433 0.5 % 0.7 % Banque National De Paris 919 Third Avenue 31 145,834 0.5 % 0.4 % Beth Israel Medical Center & The Mount Sinai Hospital 555 West 57th Street & 625 Madison Avenue 193 144,251 0.5 % 0.5 % Total Weighted Average(3) 13,308,833 46.6 % 46.9 % (1) This list is not intended to be representative of our tenants as a whole. (2) Lease term from December 31, 2013 until the date of the last expiring lease for tenants with multiple leases. (3) Weighted average calculation based on total rentable square footage leased by each tenant. Properties Remaining
Lease
Term in
Months(2) Total
Leased
Square
Feet Percentage of
Aggregate
Portfolio
Leased
Square
Feet (%) Percentage of
Aggregate
Portfolio
Annualized
Cash
Rent (%) 388 & 390 Greenwich Street, 485 Lexington Avenue, 750 Third Avenue, 800 Third Avenue & 750 Washington Blvd 96 3,023,423 10.2 % 6.4 % 1515 Broadway 222 1,271,881 4.3 6.9 1 Madison Avenue & 280 Park Avenue 96 1,238,829 4.2 6.0 180 Maiden Lane 16 803,222 2.7 1.8 1745 Broadway 126 644,598 2.2 1.0 919 Third Avenue 108 619,353 2.1 1.8 220 East 42nd Street & 420 Lexington Avenue 52 494,476 1.7 1.8 16 Court Street & 100 Church Street 255 341,903 1.2 1.2 750 Third Avenue & 485 Lexington Avenue 98 339,195 1.1 1.3 625 Madison Avenue 84 330,486 1.1 1.9 1350 Avenue of the Americas & 10 East 53rd Street 95 289,534 1.0 0.9 555 West 57th Street 132 282,385 1.0 0.9 919 Third Avenue 102 263,186 0.9 0.7 333 West 34th Street & 420 Lexington Avenue 97 242,663 0.8 0.8 673 First Avenue 104 232,772 0.8 1.0 100 Church Street 231 230,394 0.8 0.6 555 West 57th Street 115 227,782 0.8 0.5 180 Maiden Lane 125 223,434 0.8 0.4 485 Lexington Avenue & 2 Jericho Plaza 44 213,456 0.7 0.8 555 West 57th Street & 16 Court Street 216 207,136 0.7 0.6 120 West 45th Street, 1100 King Street Bldg. 1, 1 Landmark Square, 2 Landmark Square & 500 Summit Lake Drive 84 204,076 0.7 1.1 1185 Avenue of the Americas 180 181,569 0.6 1.1 200 Summit Lake Drive 78 165,880 0.6 0.5 220 East 42nd Street 111 162,146 0.5 0.6 1185 Avenue of the Americas 95 161,722 0.5 1.2 1185 Avenue of the Americas 154 159,943 0.5 0.9 625 Madison Avenue & 673 First Avenue 166 157,433 0.5 0.7 1185 Avenue of the Americas 119 148,217 0.5 1.1 120 West 45th Street 99 145,964 0.5 0.8 919 Third Avenue 43 145,834 0.5 0.4 13,152,892 44.5 % 45.7 % (1)This list is not intended to be representative of our tenants as a whole.(2)Lease term from December 31, 2012 until the date of the last expiring lease for tenants with multiple leases.(3)Weighted average calculation based on total rentable square footage leased by each tenant.2012,2013, we were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio other than routine litigation arising in the ordinary course of business or litigation that is adequately covered by insurance.REGISTRANT'SREGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 2013 2012 Quarter Ended High Low Dividends High Low Dividends March 31 $ 86.29 $ 78.16 $ 0.33 $ 79.27 $ 68.16 $ 0.25 June 30 $ 94.21 $ 84.36 $ 0.33 $ 83.31 $ 70.91 $ 0.25 September 30 $ 95.61 $ 85.40 $ 0.33 $ 85.14 $ 76.37 $ 0.25 December 31 $ 98.15 $ 87.63 $ 0.50 $ 79.63 $ 71.37 $ 0.33 units.units of the Operating Partnership. On February 15, 2013,14, 2014, there were approximately 4847 holders of record and 94,038,48598,196,359 common units outstanding, 91,278,72795,047,602 of which were held by SL Green. The table below sets forth the quarterly distributions paid by usthe Operating Partnership to holders of its common operating partnership units with respect to the periods indicated. 2012 2011 Distributions Distributions Distributions 2013 2012 $ 0.25 $ 0.10 $ 0.33 $ 0.25 $ 0.25 $ 0.10 $ 0.33 $ 0.25 $ 0.25 $ 0.10 $ 0.33 $ 0.25 $ 0.33 $ 0.25 $ 0.50 $ 0.33 we makefrom the Operating Partnership to it primarily from property revenues net of operating expenses or, if necessary, from working capital or borrowings. If SL Green declares a dividend, such dividend is generally paid in the subsequent quarter.to enablefor SL Green to maintain its qualification as a REIT, it must make annual distributions to its stockholders of at least 90% of its taxable income (not including net capital gains). SL Green has adopted a policy of paying regular quarterly dividends on its common stock, and we havethe Operating Partnership has adopted a policy of paying regular quarterly distributions on ourto its common units corresponding to dividends paid by SL Green. Cash distributions have been paid on the common stock of SL Green and ourthe common units of the Operating Partnership since the initial public offering of SL Green. Distributions are declared at the discretion of the board of directors of SL Green and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code and other factors SL Green'sGreen’s board of directors may consider relevant.operatingcommon units of limited partnership units,interest of the Operating Partnership, or OP Units, when such OP Units are presented for redemption), it contributes the proceeds of such issuance to usthe Operating Partnership in return for an equivalent number of units of limited partnership unitsinterest with rights and preferences analogous to the shares issued.2010, SL Green issued 1,096,384, 12,423 and 278,865 shares of SL Green's common stock, respectively, to holders of our units of limited partnership interest in the Operating Partnership upon the redemption of such units pursuant to the partnership agreement of the Operating Partnership agreement.Partnership. The issuance of such shares was exempt from registration under the Securities Act, pursuant to the exemption contemplated by Section 4(2) thereof for transactions not involving a public offering. The units were converted into an equal number of shares of SL Green's common stock.2012,2013, relating to SL Green'sour equity compensation plans pursuant to which shares of SL Green's common stock or other equity securities may be granted from time to time.Plan category (a) (b) (c) 4,319,100 (2) $ 83.24 (3) 4,624,289 (4) Equity compensation plans not approved by security holders — — — Total 4,319,100 $ 83.24 4,624,289 Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights Weighted average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (a) (b) (c) 3,336,200 (2) $ 75.05 (3) 433,667 (4) — — — 3,336,200 $ 75.05 433,667 (1)Includes information related to SL Green's Second Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended and 2008 Employee Stock Purchase Plan.(2)Includes (i) 1,201,000 shares of SL Green common stock issuable upon the exercise of outstanding options (480,000 of which are vested and exercisable), (ii) 412,500 restricted stock units and 75,156 phantom stock units that may be settled in shares of common stock (377,100 of which are vested), (iii) 541,166 LTIP units that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of SL Green common stock (none(1) Includes information related to our Third Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended and 2008 Employee Stock Purchase Plan. (2) Includes (i) 1,765,000 shares of common stock issuable upon the exercise of outstanding options (461,500 of which are vested and exercisable), (ii) 468,300 restricted stock units and 73,500 phantom stock units that may be settled in shares of common stock (373,600 of which are vested), (iii) 525,000 LTIP units that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of SL Green's common stock (257,600) of which are vested) and (iv) shares of SL Green common stock reserved in connection with LTIP units issued pursuant to the 2011 Long-Term Outperformance Plan, all of which remain subject to performance-based vesting and a dollar value limitation on the number of LTIP units that may be earned based on SL Green's common stock price when the LTIP units are earned.(3) Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the weighted-average exercise price calculation. (4) Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units, including, among others, outstanding LTIP Units issued under our 2011 Long-Term Outperformance Plan, which remain subject to performance-based vesting. Number of securities remaining available consists of shares remaining available for issuance under our 2008 Employee Stock Purchase Plan and Third Amended and Restated 2005 Stock Option and Incentive Plan. 2011 Long-Term Outperformance Plan, all of which remain subject to performance-based vesting and a dollar value limitation on the number of LTIP units that may be earned based on SL Green's common stock price when the LTIP units are earned.(3)Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the weighted-average exercise price calculation.(4)Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP units, including, among others, outstanding LTIP units issued under SL Green's 2011 Long-Term Outperformance Plan, which remain subject to performance-based vesting. Number of securities remaining available consists exclusively of shares remaining available for issuance under our 2008 Employee Stock Purchase Plan.classifyingthe sale of certain properties as held for sale.properties. As a result, we have reported revenue and expenses from these properties as discontinued operations for each period presented in our Annual Report on Form 10-K. These reclassifications had no effect on our reported net income or funds from operations.propertyproperties sold during 20122013 and those designated as held for sale as of December 31, 2012. Year Ended December 31,
(In thousands, except per share data) 2012 2011 2010 2009 2008 $ 1,400,255 $ 1,263,428 $ 1,084,386 $ 978,361 $ 1,047,819 298,322 263,709 224,693 209,272 219,427 210,467 174,454 145,830 136,636 121,857 37,866 32,919 31,191 31,826 31,494 330,569 285,917 230,648 232,655 289,061 19,450 14,118 9,046 7,065 6,139 332,028 277,345 225,193 220,396 210,813 564 6,722 17,751 150,510 115,882 5,625 5,561 11,849 — — 82,840 80,103 75,946 73,992 104,583 1,317,731 1,140,848 972,147 1,062,352 1,099,256 76,418 1,583 39,607 62,878 59,961 37,053 2,918 128,921 6,691 103,056 — 498,195 — — — 4,940 4,866 490 (396 ) (147,489 ) — (5,789 ) (2,750 ) — — (6,978 ) 904 (1,900 ) 86,006 77,465 193,957 625,257 276,607 71,188 41,556 15,743 51,865 42,549 477 362,492 209,700 677,122 319,156 71,665 404,048 (5,591 ) (15,083 ) (14,007 ) (12,900 ) (8,677 ) (2,107 ) — — — — 202,002 662,039 305,149 58,765 395,371 (10,010 ) — — — — (30,411 ) (30,178 ) (29,749 ) (19,875 ) (19,875 ) $ 161,581 $ 631,861 $ 275,400 $ 38,890 $ 375,496 $ 1.75 $ 7.37 $ 3.47 $ 0.54 $ 6.22 $ 1.74 $ 7.33 $ 3.45 $ 0.54 $ 6.20 $ 1.08 $ 0.55 $ 0.40 $ 0.6750 $ 2.7375 92,526 85,748 79,422 71,965 60,336 92,873 86,244 79,761 72,044 60,598 As of December 31, 2012 2011 2010 2009 2008 $ 11,662,953 $ 11,147,151 $ 8,890,064 $ 8,257,100 $ 8,201,789 14,387,754 13,483,852 11,300,294 10,487,577 10,984,353 6,520,420 6,035,397 5,251,013 4,892,688 5,581,559 7,120,010 6,650,339 5,481,882 4,997,747 4,569,290 Years Ended December 31, Operating Data 2013 2012 2011 2010 2009 (In thousands, except per share data) Total revenue $ 1,469,077 $ 1,382,729 $ 1,246,859 $ 1,072,716 $ 970,945 Operating expenses 293,514 292,392 257,938 219,708 207,356 Real estate taxes 218,832 209,337 173,154 143,794 134,622 Ground rent 39,926 37,866 32,919 31,191 31,826 Interest expense, net of interest income 330,215 329,897 285,248 229,978 231,985 Amortization of deferred finance costs 16,695 19,450 14,108 9,037 7,056 Depreciation and amortization 337,692 325,737 271,306 220,003 216,241 Loan loss and other investment reserves, net of recoveries — 564 6,722 17,751 150,510 Transaction related costs 3,987 5,625 5,561 11,849 — Marketing, general and administrative 86,192 82,840 80,103 75,946 73,992 Total expenses 1,327,053 1,303,708 1,127,059 959,257 1,053,588 Equity in net income from unconsolidated joint ventures 9,921 76,418 1,583 39,607 62,878 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 3,601 37,053 2,918 128,921 6,691 Purchase price fair value adjustment (2,305 ) — 498,195 — — (Loss) gain on sale of investment in marketable securities (65 ) 4,940 4,866 490 (396 ) Depreciable real estate reserves — — (5,789 ) (2,750 ) — (Loss) gain on early extinguishment of debt (18,518 ) (6,978 ) 904 (1,900 ) 86,006 Income from continuing operations 134,658 190,454 622,477 277,827 72,536 Discontinued operations 16,625 19,246 54,645 41,329 (871 ) Net income 151,283 209,700 677,122 319,156 71,665 Net income attributable to noncontrolling interest in the Operating Partnership (3,023 ) (5,597 ) (14,629 ) (4,574 ) (1,221 ) Net income attributable to noncontrolling interests in other partnerships (10,629 ) (5,591 ) (15,083 ) (14,007 ) (12,900 ) Preferred unit distributions (2,260 ) (2,107 ) — — — Net income attributable to SL Green 135,371 196,405 647,410 300,575 57,544 Preferred stock redemption costs (12,160 ) (10,010 ) — — — Preferred dividends (21,881 ) (30,411 ) (30,178 ) (29,749 ) (19,875 ) Net income attributable to SL Green common stockholders $ 101,330 $ 155,984 $ 617,232 $ 270,826 $ 37,669 Net income per common share—Basic $ 1.10 $ 1.75 $ 7.37 $ 3.47 $ 0.54 Net income per common share—Diluted $ 1.10 $ 1.74 $ 7.33 $ 3.45 $ 0.54 Cash dividends declared per common share $ 1.49 $ 1.08 $ 0.55 $ 0.40 $ 0.68 Basic weighted average common shares outstanding 92,269 89,319 83,762 78,101 69,735 Diluted weighted average common shares and common share equivalents outstanding 95,266 92,873 86,244 79,761 72,044 As of December 31, Balance Sheet Data (In thousands) 2013 2012 2011 2010 2009 Commercial real estate, before accumulated depreciation $ 12,333,780 $ 11,662,953 $ 11,147,151 $ 8,890,064 $ 8,257,100 Total assets 14,959,001 14,386,296 13,483,881 11,301,540 10,488,410 Mortgages and other loans payable, revolving credit facility, term loan and senior unsecured notes and trust preferred securities 6,919,908 6,520,420 6,035,397 5,251,013 4,892,688 Noncontrolling interests in the Operating Partnership 265,476 212,907 195,030 84,338 84,618 Equity 7,016,876 6,907,103 6,453,309 5,397,544 4,913,129 Years Ended December 31, Other Data (In thousands) 2013 2012 2011 2010 2009 $ 491,597 $ 490,255 $ 413,813 $ 389,161 $ 318,817 Net cash provided by operating activities 386,203 346,753 307,118 318,518 274,586 Net cash (used in) provided by investing activities (628,435 ) (1,163,403 ) (733,855 ) 21,355 (344,754 ) Net cash provided by (used in) financing activities 258,940 868,442 232,099 (350,758 ) (313,006 ) ITEM 7. Management's(1) Funds From Operations, or FFO, is a widely recognized measure of REIT performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or 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 we do. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and as subsequently amended, defines FFO as net income (loss) (computed in accordance with generally accepted accounting principles, or GAAP), excluding gains (or losses) from debt restructurings, 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. We present FFO because we consider it an important supplemental measure of our operating performance and believe 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. We also use FFO as one of several criteria to determine performance-based bonuses for members of our 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 extraordinary items, 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, 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 our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. OperationsOperations—Funds From Operations." Years Ended December 31, Operating Data 2013 2012 2011 2010 2009 (In thousands, except per unit data) Total revenue $ 1,469,077 $ 1,382,729 $ 1,246,859 $ 1,072,716 $ 970,945 Operating expenses 293,514 292,392 257,938 219,708 207,356 Real estate taxes 218,832 209,337 173,154 143,794 134,622 Ground rent 39,926 37,866 32,919 31,191 31,826 Interest expense, net of interest income 330,215 329,897 285,248 229,978 231,985 Amortization of deferred finance costs 16,695 19,450 14,108 9,037 7,056 Depreciation and amortization 337,692 325,737 271,306 220,003 216,241 Loan loss and other investment reserves, net of recoveries — 564 6,722 17,751 150,510 Transaction related costs 3,987 5,625 5,561 11,849 — Marketing, general and administrative 86,192 82,840 80,103 75,946 73,992 Total expenses 1,327,053 1,303,708 1,127,059 959,257 1,053,588 Equity in net income from unconsolidated joint ventures 9,921 76,418 1,583 39,607 62,878 Equity in net gain on sale of interest in unconsolidated joint venture/ real estate 3,601 37,053 2,918 128,921 6,691 Purchase price fair value adjustment (2,305 ) — 498,195 — — (Loss) gain on sale of investment in marketable securities (65 ) 4,940 4,866 490 (396 ) Depreciable real estate reserves — — (5,789 ) (2,750 ) — (Loss) gain on early extinguishment of debt (18,518 ) (6,978 ) 904 (1,900 ) 86,006 Income from continuing operations 134,658 190,454 622,477 277,827 72,536 Discontinued operations 16,625 19,246 54,645 41,329 (871 ) Net income 151,283 209,700 677,122 319,156 71,665 Net income attributable to noncontrolling interests in other partnerships (10,629 ) (5,591 ) (15,083 ) (14,007 ) (12,900 ) Preferred unit distributions (2,260 ) (2,107 ) — — — Net income attributable to SLGOP 138,394 202,002 662,039 305,149 58,765 Preferred unit redemption costs (12,160 ) (10,010 ) — — — Preferred dividends (21,881 ) (30,411 ) (30,178 ) (29,749 ) (19,875 ) Net income attributable to SLGOP common stockholders $ 104,353 $ 161,581 $ 631,861 $ 275,400 $ 38,890 Net income per common unit—Basic $ 1.10 $ 1.75 $ 7.37 $ 3.47 $ 0.54 Net income per common unit—Diluted $ 1.10 $ 1.74 $ 7.33 $ 3.45 $ 0.54 Cash dividends declared per common unit $ 1.49 $ 1.08 $ 0.55 $ 0.40 $ 0.68 Basic weighted average common units outstanding 95,004 92,526 85,747 79,422 71,965 Diluted weighted average common units and common units equivalents outstanding 95,266 92,873 86,244 79,761 72,044 As of December 31, Balance Sheet Data (In thousands) 2013 2012 2011 2010 2009 Commercial real estate, before accumulated depreciation $ 12,333,780 $ 11,662,953 $ 11,147,151 $ 8,890,064 $ 8,257,100 Total assets 14,959,001 14,386,296 13,483,881 11,301,540 10,488,410 Mortgages and other loans payable, revolving credit facility, term loan and senior unsecured notes and trust preferred securities 6,919,908 6,520,420 6,035,397 5,251,013 4,892,688 Capital 7,282,352 7,120,010 6,650,339 5,481,882 4,997,747 SL GreenThe Company is a self-managed real estate investment trust, or REIT, with in-house capabilities in property management, acquisitions, financing, development, construction and leasing. Unless the context requires otherwise, all references to "we," "our" and "us" in this section mean SLGOPmeans the Company and all entities owned or controlled by SLGOP., or ROP, are our wholly-owned subsidiaries.2012,2013, and we took advantage of this strengthening market in improving occupancies and deploying capital in the borough of Manhattan to strategically position the Company for future growth.2012.2013. Our Manhattan office property occupancy on same-store properties based on leases signed increased to 93.8%96.6% from 93.0%95.1% in the prior year. During 2012,2013, we signed office leases in Manhattan encompassing 3.75.2 million square feet, of which 3.04.3 million square feet represented office leases that replaced previously occupied space. Our mark-to-market on these 3.04.3 million square feet of signed Manhattan office leases that replaced previously occupied space was 7.5%9.5% for 2012.2013. The highlight of our leasing activity during 20122013 was the signing of an agreement extending Citigroup's triple-net lease covering 2,634,670 square feet at 388-390 Greenwich Street through December 31, 2035. The agreement includes an option for Citigroup to acquire the largest non-sale leaseback office leaseproperties during the period from December 1, 2017 through December 31, 2020 for $2.0 billion. The mark-to-market based on Citigroup's cash rent in Manhattan's history, a 1.6 million square foot lease with Viacom International, Inc. which represented the entirety of the office space at 1515 Broadway. In addition, we completed the lease-up of 100 Church Street with the 485,000 square foot early renewal and expansion lease with the City of New York.20122013 totaled 23.225.7 million square feet, slightly below the ten-year average. Direct absorptionaverage but higher than 2012. Of the total 2013 leasing activity in Manhattan, exceeded 1.4the Midtown submarket accounted for approximately 16.0 million square feet, during the year, of which 0.2 million square feet was absorbed in Midtown Manhattan, the location of 82% of our in-service office properties (by square footage)or 62.3%. This leasing activity in 2012 occurred despite the headwinds caused in part by the presidential election, fiscal cliff, continued implementation of the provisions of the Dodd-Frank Act and Hurricane Sandy. These factors impacted the leasing markets resulting in the Midtown submarketMidtown's overall office vacancy increasingincreased from 9.6% at December 31, 2011 to 10.3% at December 31, 2012.2012 to 11.2% at December 31, 2013. However, no1.2 million square feet of new office space was added to the Midtown office inventory, with approximately 1.82.2 million square feet (0.5%(0.6% of the total 392.9395.3 million square foot Manhattan office inventory) currently under construction and scheduled to be placed in service by 2014.20122013 by 8.3%27.3% to $50.02$63.67 per square foot. Asking rents for direct space in Midtown increased during 20122013 by 3.0%2.6% to $68.77$70.54 per square foot and have increased by 8.8%10.5% since the recessionary trough in in the first quarter of 2010. Over the same period, net effective rents (which take into consideration leasing concessions) have increased by 26.4%21.5%. We incurred minimal damage at most of the properties in our portfolio due to Hurricane Sandy. The most impacted property was 180 Maiden Lane, located in flood Zone A in Manhattan, which experienced heavy flooding. Our operations team, with assistance from other professionals, was able to restore the building's operations within three weeks of the hurricane. We carry comprehensive property, casualty and flood insurance on our properties and full coverage of losses is anticipated.20122013 increased 4%5.3% to $26.5$30.0 billion compared to $25.5$28.5 billion in 2011,2012, partly as a result of a flurry of activity in the fourth quarter. Nevertheless, consistent with our multi-faceted approach to property acquisitions, we were able to source transactions that provide value enhancement opportunities, including the acquisition of equity interests in 17six office, retail and multi-family properties during 2012,2013, representing total investments of $1.3$0.7 billion.292 Madison Avenue333 West 34th Street, New York, New York, 300 Main Street, Stamford, Connecticut, and a 49.5% partnership interest in 521 Fifth Avenue as well as several other joint venture assets, including One Court Square, Long Island City,44 West 55th Street, New York.20122013 progressed, and the availability of acquiring discounted debt and preferred equity in high quality properties waned, we began to focus on the origination of financings, typically in the form of preferred equity and mezzaninehas beenwas available from traditional lending sources who are lending at modest leverage levels. Traditional sources of junior financings have not yet materialized as a result of the Dodd-Frank Act and other banking regulations.materialized. This provided us with an opportunity to fill thisa need for additional debt by providing more modest amounts of leverage. The typical investments made by us during 20122013 were to reputable owners or acquirers, and at leverage levels which are senior to sizable equity investments by the sponsors. During 2012,2013, our debt and preferred equity activities included purchases and originations, inclusive of $637.1accretion of reserves, previous discounts and pay-in-kind interest, of approximately $601.3 million redemptions, and sales, redemption and participations of $264.0approximately $644.9 million and the conversion of a $25.0 million investment into equity ownership. Property equity ownership resulting from this lending program during 2012 included a 4.5 million square foot west coast portfolio of office properties.Outlook. Several factors introduced into the market during the second half of 2012 have modestly reduced expectations for the recovery of jobs and in demand for office space in 2013. Those factors include increased ordinary and capital gains tax rates and additional cost cutting by the financial services sector. Despite these factors, we continue to see a solid leasing market and the potential for improving leasing fundamentals as we progress through the year.201220122013 included:•acquired or consolidated joint venture interests in 12 propertiesacquiring four buildings for an aggregate gross purchase pricesprice of $641.3$533.0 million encompassing 1.1 million square feet.•Invested in five properties through joint ventures for aggregate gross purchase prices of $626.7 million and encompassing 0.6 million square feet.•Closed on a $1.6 billion 5-year credit facility.TableInvesting in two properties through joint ventures at implied gross valuations of Contents•SL Green sold$151.1 million and encompassing 0.4 million square feet. through our "at-the-market" equity offering programs raising net proceeds of $201.3$248.9 million.were used to repay certainoutstanding shares of our existing indebtedness, make investments in additional properties and debt and preferred equity investments, and for general corporate purposes. SL Green contributed the net offering proceeds of approximately $201.3 million to us in exchange for an equivalent number of operating partnership units of a corresponding class.•Issued $200.0 million principal amount of 4.50% senior unsecured notes, due 2022, at par. The net proceeds from the offering (approximately $198.2 million) were used to repay certain of our existing indebtedness, make investments in additional properties, and for general corporate purposes.•Issued 6.50% Series I cumulative redeemable preferred units of limited partnership interest generating net proceeds to the Operating Partnership of $222.2 million, redeemed the entire $100.0 million, 7.875% Series D cumulative redeemable preferred units of limited partnership interest and redeemed $100.0 million of the 7.625% Series C cumulative redeemable preferred units of limited partnership interest.•ClosedCumulative Redeemable Preferred Stock.financing withfacility.1-year term and a 1-year extension option.•Closed$900.0 million mortgage refinancing which replaced the former $775.0 million mortgage.5two mortgages totaling approximately $1.1 billion.•Signed 215$297.0 million.3.75.2 million square feet in Manhattan.•Signed 1070.60.9 million square feet in the Suburbs.2012,2013, we owned the following interests in commercial office propertiesbuildings in the New York Metropolitan area, primarily in midtown Manhattan. Our investments in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey, which are collectively known as the Suburban assets:properties:Location Ownership Square Feet Manhattan Consolidated properties 23 17,306,045 94.5 % Unconsolidated properties 9 5,934,434 96.6 % Suburban Consolidated properties 26 4,087,400 79.8 % Unconsolidated properties 4 1,222,100 87.2 % 62 28,549,979 92.5 % (1) The weighted average occupancy represents the total leased square feet divided by total available rentable square feet. Ownership Number of
Properties Square Feet Weighted
Average
Occupancy(1) Consolidated properties 27 18,347,945 93.8 % Unconsolidated properties 9 5,934,434 95.0 %
25
3,863,000
79.9
% Unconsolidated properties 5 1,539,700 84.7 % 66 29,685,079 91.7 % (1)The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.2012,2013, we also owned investments in 15 stand-alone16 retail properties encompassing approximately 473,764875,800 square feet, 1620 development buildings encompassing approximately 3,230,800 square feet, four residential buildings encompassing 801 units (approximately 719,900 square feet), two land interests encompassing approximately 961,400 square feet. The Company also has ownership interests in 28 west coast properties encompassing 52 buildings totaling approximately 2,617,491 square feet, two residential properties encompassing 385 units (approximately 430,482 square feet), two land interests and 31 west coast office properties encompassing approximately 4,473,6033,654,300 square feet. In addition, we manage two office propertiesbuildings owned by third parties and affiliated companies encompassing approximately 626,415 rentable626,400 square feet. As of December 31, 2012,2013, we also held debt and preferred equity investments with a book value of $1.4 billion.areis 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 calculated fair value of the property. In addition, we assessWe do not believe that the values of any of our investments in unconsolidated joint ventures for impairment, 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. consolidated properties were impaired at December 31, 2013.equity investmentsreal estate properties for potential impairment based onwhen a real estate property has been classified as held for sale. Real estate assets held for sale are valued at the joint venture's projected discounted cash flows. During 2010,lower of their carrying value or fair value less costs to sell. In June 2013, we recorded a $2.8 million impairment charge on one of our equity investments. During 2011, we recorded a $5.8$2.2 million impairment charge in connection with the expected sale of one of our equity investments. These charges are included300 Main Street in depreciable real estate reserves. See Note 6, "Investments in Unconsolidated Joint Ventures." We do not believe that the value of any of our consolidated properties or equity investments was impaired at December 31, 2012 and 2011, respectively., below-, and at-marketbelow-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 years. The value associated with in-place leases areis amortized over the expected term of the associated lease, which generally rangeranges from one to 14 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 andAny difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in net income (loss) of unconsolidated joint ventures over the lesser of the joint venture term or 10 years. Equity income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic percentage.interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subjectguaranteesfor $218.4 million which we guarantee at two joint ventures totaling $218.4 million, and performance guarantees under a master leaseleases at anothertwo other joint venture.ventures. See Note 6, "Investments in Unconsolidated Joint Ventures," in the accompanying consolidated financial statements. and principal becomes doubtful. IncomeInterest income recognition is resumed when the loan becomes contractually current and performance is demonstrated to be resumed.lossesloss on each individual investment. When it is probable that we will be unable to collect all amounts contractually due, the investment is considered impaired.write-offwrite off of the reserve balance is called a charge-off.charge off. We continue to assess or adjust our estimates based on circumstances of a loan and the underlying collateral. If the additional information obtained reflects increased recovery of our investment, we will adjust our reserves accordingly. There were no additional loan reserves recorded approximately $3.0 million, $10.9 million and $19.8 million induring the year ended December 31, 2013. We recorded loan loss reserves of $3.0 millionand charge offs$10.9 million on investments being held to maturity during the years ended December 31, 2012 and 2011, and 2010, respectively, on investments being held to maturity. During the year ended December 31, 2010, we recorded loan loss reserves and charge-offs of $1.0 million against our held for sale investment.respectively. We also recorded recoveries of approximately $2.4$2.4 million $4.4 and $4.4 million and $3.7 million in recoveries during the years ended December 31, 2012 2011 and 2010,2011, respectively, in connection with the sale of our investments.loans,investments, the difference between the current carrying value and the expected cash to be collected at maturity will be accreted into income over the remaining term of the investment.Results Same-Store Acquisition Other Consolidated (in millions) 2013 2012 2013 2012 2013 2012 2013 2012 Rental revenue $ 983.2 $ 966.2 $ 17.0 1.8 % $ 99.3 $ 84.5 $ (1.8 ) $ 12.0 $ 1,080.7 $ 1,062.7 $ 18.0 1.7 % Escalation and reimbursement 157.6 152.8 4.8 3.1 % 11.2 10.3 0.7 2.0 169.5 165.1 4.4 2.7 % Investment income — — — — % — — 193.8 119.2 193.8 119.2 74.6 62.6 % Other income 6.1 10.8 (4.7 ) (43.5 )% 0.5 0.4 18.5 24.5 25.1 35.7 (10.6 ) (29.7 )% Total revenues 1,146.9 1,129.8 17.1 1.5 % 111.0 95.2 211.2 157.7 1,469.1 1,382.7 86.4 6.2 % Property operating expenses 487.7 472.3 15.4 3.3 % 51.6 49.6 13.0 17.7 552.3 539.6 12.7 2.4 % Loan loss and other investment reserves, net of recoveries — — — — % — — — 0.6 — 0.6 (0.6 ) (100.0 )% Transaction related costs, net of recoveries — — — — % 3.4 4.6 0.6 1.0 4.0 5.6 (1.6 ) (28.6 )% Marketing, general and administrative — — — — % — — 86.2 82.8 86.2 82.8 3.4 4.1 % 487.7 472.3 15.4 3.3 % 55.0 54.2 99.8 102.1 642.5 628.6 13.9 2.2 % Net operating income $ 659.2 $ 657.5 $ 1.7 0.3 % $ 56.0 $ 41.0 $ 111.4 $ 55.6 826.6 754.1 72.5 9.6 % Other income (expenses): Interest expense, net of interest income (346.9 ) (349.3 ) 2.4 (0.7 )% Depreciation and amortization (337.7 ) (325.7 ) (12.0 ) 3.7 % Equity in net income from unconsolidated joint ventures 9.9 76.4 (66.5 ) (87.0 )% Equity in net gain on sale of interest in unconsolidated joint venture/real estate 3.6 37.1 (33.5 ) (90.3 )% Purchase price fair value adjustment (2.3 ) — (2.3 ) (100.0 )% Gain on sale of investment in marketable securities — 4.9 (4.9 ) (100.0 )% Loss on early extinguishment of debt (18.5 ) (7.0 ) (11.5 ) 164.3 % Income from continuing operation 134.7 190.5 (55.8 ) (29.3 )% Net income from discontinued operations 1.7 12.6 (10.9 ) (86.5 )% Gain on sale of discontinued operations 14.9 6.6 8.3 125.8 % Net income $ 151.3 $ 209.7 $ (58.4 ) (27.8 )% Manhattan Vacancy at beginning of year 1,438,147 Properties under development (115,092 ) Space which became available during the year(3) • Office 1,038,374 • Retail 31,772 • Storage 7,589 1,077,735 Total space available 2,400,790 Space leased during the year: • Office(4) 1,209,711 1,295,941 $ 50.57 $ 58.54 $ 52.34 4.3 8.8 • Retail 28,384 32,035 $ 117.44 $ 82.60 $ 72.41 5.7 16.2 • Storage 7,424 10,373 $ 22.33 $ 31.50 $ 6.02 0.3 6.7 Total space leased 1,245,519 1,338,349 $ 51.95 $ 59.31 $ 52.46 4.3 9.0 Total available space at end of year 1,155,271 Early renewals • Office 3,496,525 3,573,999 $ 49.38 $ 44.00 $ 45.76 5.7 13.1 • Retail 46,803 51,678 $ 188.71 $ 131.61 $ 20.78 — 7.7 • Storage 5,952 6,878 $ 27.28 $ 25.49 $ 3.46 — 6.8 Total early renewals 3,549,280 3,632,555 $ 51.32 $ 45.21 $ 45.32 5.6 13.0 Total commenced leases, including replaced previous vacancy • Office 4,869,940 $ 49.70 $ 45.93 $ 47.51 5.3 11.9 • Retail 83,713 $ 161.44 $ 116.89 $ 40.54 2.2 10.9 • Storage 17,251 $ 24.30 $ 27.49 $ 5.00 0.2 6.7 Total commenced leases 4,970,904 $ 51.49 $ 47.13 $ 47.24 5.3 11.9 Suburban Vacancy at beginning of period 1,106,957 Sold vacancies (24,059 ) Space which became available during the year(3) • Office 528,524 • Retail 2,253 • Storage 6,197 536,974 Total space available 1,619,872 Space leased during the year: • Office(5) 544,189 559,722 $ 27.92 $ 30.29 $ 32.63 5.1 6.8 • Retail 1,753 1,892 $ 80.75 $ 125.06 $ 0.57 3.3 7.5 • Storage 4,082 4,658 $ 13.00 $ 10.18 $ 0.46 — 6.1 550,024 566,272 $ 27.97 $ 30.82 $ 32.25 5.1 6.8 Total available space at end of the year 1,069,848 Early renewals • Office 284,363 288,007 $ 31.52 $ 33.20 $ 20.99 5.5 7.6 • Retail — — $ — $ — $ — — — • Storage 740 940 $ 12.00 $ 11.00 $ — — 9.8 285,103 288,947 $ 31.46 $ 33.12 $ 20.92 5.40 7.6 Total commenced leases, including replaced previous vacancy • Office 847,729 $ 29.14 $ 31.90 $ 28.67 5.2 7.1 • Retail 1,892 $ 80.75 $ 125.06 $ 0.57 3.3 7.5 • Storage 5,598 $ 12.83 $ 10.39 $ 0.38 — 6.7 855,219 $ 29.15 $ 32.09 $ 28.42 5.2 7.1 Annual initial base rent. Escalated rent is calculated as total annual income less electric charges. Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over. Average starting office rent excluding new tenants replacing vacancies was $54.34 per rentable square feet for 547,862 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $50.04 per rentable square feet for 4,121,861 rentable square feet. Average starting office rent excluding new tenants replacing vacancies was $30.07 per rentable square feet for 230,916 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $30.88 per rentable square feet for 518,923 rentable square feet. 4644 of our 52 consolidated properties, representing approximately 72%71% of our share of annualized rental revenue, (ii) the effect of the "Acquisitions," which represents all properties or interests in properties acquired in 2011 and 2012 and all non-Same-Store Properties, including properties deconsolidated during the period, and (iii) "Other," which represents corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc. Assets classified asAny assets sold or held for sale are excluded from the income from continuing operations and from the following discussion. 2012 2011 $
Change %
Change $ 1,078.0 $ 961.9 $ 116.1 12.1 % 167.4 145.6 21.8 15.0 $ 1,245.4 $ 1,107.5 $ 137.9 12.5 % $ 984.1 $ 980.9 $ 3.2 0.3 % 247.1 125.4 121.7 97.0 14.2 1.2 13 1,083.3 $ 1,245.4 $ 1,107.5 $ 137.9 12.5 % Same-Store Acquisition Other Consolidated (in millions) 2012 2011 2012 2011 2012 2011 2012 2011 Rental revenue $ 848.5 $ 844.7 $ 3.8 0.4 % $ 202.1 $ 101.9 $ 12.1 $ 0.8 $ 1,062.7 $ 947.4 $ 115.3 12.2 % Escalation and reimbursement 118.0 119.6 (1.6 ) (1.3 )% 45.0 23.5 2.1 0.4 165.1 143.5 21.6 15.1 % Investment and preferred equity income — — — — % — ��� 119.2 120.4 119.2 120.4 (1.2 ) (1.0 )% Other income 10.8 8.6 2.2 25.6 % 0.4 0.3 24.5 26.6 35.7 35.5 0.2 0.6 % Total revenues 977.3 972.9 4.4 0.5 % 247.5 125.7 157.9 148.2 1,382.7 1,246.8 135.9 10.9 % Property operating expenses 409.8 398.7 11.1 2.8 % 112.0 54.1 17.8 11.2 539.6 464.0 75.6 16.3 % Loan loss and other investment reserves, net of recoveries — — — — % — — 0.6 6.7 0.6 6.7 (6.1 ) (91.0 )% Transaction related costs, net of recoveries — 0.2 (0.2 ) (100.0 )% 4.6 0.6 1.0 4.8 5.6 5.6 — — % Marketing, general and administrative — — — — % — — 82.8 80.1 82.8 80.1 2.7 3.4 % 409.8 398.9 10.9 2.7 % 116.6 54.7 102.2 102.8 628.6 556.4 72.2 13.0 % Net operating income $ 567.5 $ 574.0 $ (6.5 ) (1.1 )% $ 130.9 $ 71.0 $ 55.7 $ 45.4 754.1 690.4 63.7 9.2 % Other income (expenses): Interest expense, net of interest income (349.3 ) (299.4 ) (49.9 ) 16.7 % Depreciation and amortization (325.7 ) (271.3 ) (54.4 ) 20.1 % Equity in net income from unconsolidated joint ventures 76.4 1.6 74.8 4,675.0 % Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate 37.1 2.9 34.2 1,179.3 % Purchase price fair value adjustment — 498.2 (498.2 ) (100.0 )% Gain on sale of investment in marketable securities 4.9 4.9 — — % Depreciable real estate reserves — (5.8 ) 5.8 (100.0 )% Loss (gain) on early extinguishment of debt (7.0 ) 0.9 (7.9 ) (877.8 )% Income from continuing operation 190.5 622.4 (431.9 ) (69.4 )% Net income from discontinued operations 12.6 8.6 4.0 46.5 % Gain on sale of discontinued operations 6.6 46.1 (39.5 ) (85.7 )% Net income $ 209.7 $ 677.1 $ (467.4 ) (69.0 )% 1.41.6 million). The decrease in recoveries at the Same-Store Properties was primarily due to lower operating expense escalations ($4.8 million) and electric reimbursements ($0.40.5 million), which were partially offset by higher real estate tax recoveries ($3.83.7 million). Same-Store net operating income, which is Same-Store revenues plus Same-Store other income less Same-Store operating expenses, decreased $7.1 million, or 1.2%, from $582.0 million for the year ended December 31, 2011 to $574.9 million for the year ended December 31, 2012. 2012 2011 $
Change %
Change $ 76.4 $ 1.6 $ 74.8 4,675.0 % 119.2 120.4 (1.2 ) (1.0 ) 35.7 35.5 0.2 0.6 $ 231.3 $ 157.5 $ 73.8 46.9 % The increase in equity in net income of unconsolidated joint ventures was primarily due to higher net income contributions primarily from our investments in 717 Fifth Avenue ($69.9 million), which was primarily due to the receipt of refinancing proceeds in excess of our basis, The Meadows ($10.2 million), which was due mainly to repayment of the old debt at a discount, 280 Park Avenue ($8.0 million) which underlying property was only acquired by the joint venture in May 2011 as a result of a recapitalization transaction, 100 Park Avenue ($2.9 million) and 388 Greenwich Street ($2.2 million). This was partially offset by lower net income contributions from 1515 Broadway ($6.2 million), which we consolidated in April 2011, 1 Jericho Plaza ($1.4 million), which was due to our share of a lease termination payment, 450 West 33rd Street ($1.1 million), which we consolidated in November 2011, the west coast office portfolio ($5.0 million), which was consolidated for the months of August and September and was accounted under the equity method of accounting for investment as of September 28, 2012 as a result of a recapitalization transaction, and 3 Columbus Circle ($1.1 million). Occupancy at our joint venture properties was 92.9% at December 31, 2012 and 94.0% at December 31, 2011. At December 31, 2012, approximately 1.5% and 17.1% of the space leased at our Manhattan and Suburban joint venture properties are expected to expire during 2013. We estimate thatcurrent market rents on these expected 2013 lease expirations at our Manhattan and Suburban joint venture properties are approximately 20.6% higher and 1.6% lower, respectively, than then existing in-place fully escalated rents.and preferred equityIncome 2012 2011 $
Change %
Change $ 298.3 $ 263.7 $ 34.6 13.1 % 210.5 174.5 36.0 20.6 37.9 32.9 5.0 15.2 $ 546.7 $ 471.1 $ 75.6 16.0 % $ 416.9 $ 405.8 $ 11.1 2.7 % 112.0 54.1 57.9 107.0 17.8 11.2 6.6 58.9 $ 546.7 $ 471.1 $ 75.6 16.1 % 7.57.7 million), payroll costs ($2.52.3 million), ground rent ($4.9 million) and contract maintenance ($1.11.0 million). This was partially offset by lower utility costs ($5.25.3 million). 2012 2011 $
Change %
Change $ 350.0 $ 300.0 $ 50.0 16.7 % 332.0 277.3 54.7 19.7 0.6 6.7 (6.1 ) (91.0 ) 5.6 5.6 — — 82.8 80.1 2.7 3.4 $ 771.0 $ 669.7 $ 101.3 15.1 % 42nd42nd Street ($2.3 million) in May 2011 subject to mortgages encumbering these properties. The consolidation of our interest in the west coast office portfolio for the months of August and September also contributed to the increase in interest expense by $6.6 million. The weighted average debt balance outstanding increased from $5.8 billion during the year ended December 30, 2011 to $6.5 billion during the year ended December 31, 2012. The weighted average interest rate remained flat at 4.87% for each of the years ended December 31, 2011 and 2012. Loan loss and other investment reserves decreased year over year. We recorded $3.0 millionreserves and $2.4 million in recoveries in 2012 compared to $11.1 million in reserves and $4.4 million in recoveries in 2011. Marketing, general and administrative expenses were $82.8 million or 5.1% of total revenues, including our share of joint venture revenues, in 2012 compared to $80.1 million or 5.4% in 2011.Comparison of the year ended December 31, 2011 to the year ended December 31, 2010 The following comparison for the year ended December 31, 2011, or 2011, to the year ended December 31, 2010, or 2010, makes reference to the following: (i) the effect of the "Same-Store Properties," which represents all operating properties owned by us in the same manner at January 1, 2010 and at December 31, 2011 and totaled 45 of our 51 consolidated properties, representing approximately 68% of our share of annualized rental revenue, (ii) the effect of the "Acquisitions," which represents all properties or interests in properties acquired in 2010 and 2011 and all non-Same-Store Properties, including properties deconsolidated during the period, and (iii) "Other," which represents corporate level items not allocable to specific properties, as well as the ServiceCorporation and eEmerge Inc. Assets classified as held for sale, are excluded from the following discussion. 2011 2010 $
Change %
Change $ 961.9 $ 782.5 $ 179.4 22.9 % 145.6 118.2 27.4 23.2 $ 1,107.5 $ 900.7 $ 206.8 23.0 % $ 880.0 $ 873.3 $ 6.7 0.8 % 226.3 24.1 202.2 839.0 1.2 3.3 (2.1 ) (63.6 ) $ 1,107.5 $ 900.7 $ 206.8 23.0 % Occupancy in the Same-Store Properties was 90.3% at December 31, 2011 and 89.4% at December 31, 2010. The increase in rental revenue from the Acquisitions is primarily due to owning these properties during 2011 compared to a partial period or not being included in 2010. Occupancy for our same-store Manhattan portfolio at December 31, 2011 was 94.0 percent as compared to 92.7 percent for the same period in the previous year. During the year ended December 31, 2011, we signed 205 office leases in our Manhattan portfolio totaling 2.3 million square feet. Forty-three leases totaling 614,833 square feet represented office leases that replaced previous vacancies, while 162 office leases comprising 1,690,423 square feet had average starting rents of $55.34 per rentable square foot, representing a 7.3 percent increase over the previously fully escalated rents on the same office spaces. The average lease term on the Manhattan office leases signed during the year ended December 31, 2011 was 9.6 years and average tenant concessions were 3.7 months of free rent with a tenant improvement allowance and lease commissions of $49.59 per rentable square foot. Of the 2.0 million square feet of office leases which commenced during 2011, 434,018 square feet represented office leases that replaced previous vacancies, while 1.6 million square feet represented office leases that had average starting rents of $53.37 per rentable square foot, representing a 4.3 percent increase over the previously fully escalated rents on the same office spaces. Occupancy for our Suburban portfolio was 86.2 percent at December 31, 2011 as compared to 87.3 percent for the same period in the previous year. During the year ended December 31, 2011, we signed 109 office leases in the Suburban portfolio totaling 574,046 square feet. Thirty-three leases and 183,425 square feet represented office leases that replaced previous vacancies, while 76 office leases comprising 390,621 square feet had average starting rents of $33.86 per rentable square foot, representing a 2.5 percent decrease over the previously fully escalated rents on the same office spaces. The average lease term on the Suburban office leases signed during the year ended December 31, 2011was 7.3 years and average tenant concessions were 6.9 months of free rent with a tenant improvement allowance and lease commissions of $33.16 per rentable square foot. Of the 528,788 square feet of office leases which commenced during 2011, 107,595 square feet represented office leases that replaced previous vacancies, while 421,193 square feet represented office leases that had average starting rents of $33.75 per rentable square foot, representing a 2.8 percent decrease over the previously fully escalated rents on the same office spaces. At December 31, 2011, approximately 4.1% and 11.6% of the space leased at our consolidated Manhattan and Suburban properties, respectively, is expected to expire during 2012. We estimated that the current market rents on these expected 2012 lease expirations at our consolidated Manhattan and Suburban properties would be approximately 12.7% and 3.6% higher, respectively, than then existing in-place fully escalated rents. We estimated that the current market rents on all our consolidated Manhattan and Suburban properties were approximately 10.9% and 3.0% higher, respectively, than the existing in-place fully escalated rents on leases that are scheduled to expire in all future years. The increase in escalation and reimbursement revenue was due to higher recoveries at the Acquisitions ($26.8 million) and Same-Store Properties ($0.9 million) which were offset by lower recoveries at the Other properties ($0.3 million). The increase in recoveries at the Same-Store Properties was primarily due to operating expense escalations ($2.3 million) which were partially offset by lower real estate tax recoveries ($1.0 million) and electric reimbursements ($0.4 million). 2011 2010 $
Change %
Change $ 1.6 $ 39.6 $ (38.0 ) (96.0 )% 120.4 147.9 (27.5 ) (18.6 ) 35.5 35.7 (0.2 ) (0.6 ) $ 157.5 $ 223.2 $ (65.7 ) (29.4 )% The decrease in equity in net income of unconsolidated joint ventures was primarily due to lower net income contributions from 800 Third Avenue ($0.7 million), 1221 Avenue of the Americas which was sold in May 2010 ($10.5 million), 1515 Broadway, which we consolidated in April 2011 ($7.8 million), 1552 Broadway ($1.3 million), 280 Park Avenue ($18.1 million) and 2 Herald Square ($5.9 million) and 885 Third Avenue ($7.1 million), both of which were acquired in December 2010. This was partially offset by higher net income contributions primarily from our investments in 717 Fifth Avenue ($69.9 million), which was primarily due to the receipt of refinancing proceeds in excess of our basis, The Meadows ($10.2 million), which was due mainly to repayment of the old debt at a discount, 280 Park Avenue ($8.0 million) which underlying property was only acquired by the joint venture in May 2011 as a result of a recapitalization transaction, 100 Park Avenue ($2.9 million) and 388 Greenwich Street ($2.2 million). This was partially offset by lower net income contributions from 1515 Broadway ($6.2 million), which we consolidated in April 2011, 1 Jericho Plaza ($0.81.4 million), 1551 Broadwaywhich was due to our share of a refinancing prior tolease termination payment, 450 West 33rd Street ($1.1 million), which we consolidated in November 2011, the salewest coast office portfolio ($2.25.0 million), which was consolidated for the months of August and September and was accounted under the equity method of accounting for investment as of September 28, 2012 as a result of a recapitalization transaction, and 3 Columbus Circle ($1.6 million), 450 West 33rd Street, a mezzanine debt joint venture ($1.1 million), 717 Fifth Avenue ($1.8 million), 180 Broadway ($1.2 million) and 600 Lexington Avenue ($4.2 million). Occupancy at our joint venture properties was 92.3%92.9% at December 31, 20112012 and 95.2%94.0% at December 31, 2010.2011. At December 31, 2011,2012, approximately 7.0%1.5% and 10.7%17.1% of the space leased at our Manhattan and Suburban joint venture properties are expected to expire during 2012.2013. We estimatedestimate that current market rents on these expected 20122013 lease expirations at our Manhattan and Suburban joint venture properties wereare approximately 29.5%20.6% higher and 5.7%1.6% lower, respectively, than then existing in-place fully escalated rents. Investment and preferred equity income decreased during 2011. In 2011, debt investments totaling $352.8 million (inclusive of the 280 Park Avenue transaction) were sold or repaid resulting in the recognition of additional income of $43.0 million during 2011. In September 2010, 510 Madison Avenue was sold by the owner. The first mortgage loan and senior mezzanine loan, which we had purchased in December 2009 and February 2010 for $180.5 million in the aggregate, were repaid at par. We recognized additional income upon the repayment of the loans of approximately $64.8 million. During 2011, we also originated or purchased $615.0 million of new debt investments at a weighted average current yield of 10.0%. The weighted average investment balance outstanding and weighted average yield were $809.1 million and 7.9%, respectively, for 2011 compared to $862.0 million and 8.5%, respectively, for 2010. As of December 31, 2011, the debt and preferred equity investments had a weighted average term to maturity of approximately 3.0 years.TableContents The decrease in otherSame-Store Operating Income to Net Operating Incomewas primarily due to lower contribution fromor Same-Store NOI, because we believe that these measures provide investors with useful information regarding the Service Corporation ($2.4 million) and lower lease buy-outoperating performance of properties that are comparable for the periods presented. We determine Same-Store net operating income ($1.6 million), which was partially offset by an increase in other fee income ($2.7 million). 2011 2010 $
Change %
Change $ 263.7 $ 224.7 $ 39.0 17.4 % 174.5 145.8 28.7 19.7 32.9 31.2 1.7 5.4 $ 471.1 $ 401.7 $ 69.4 17.3 % $ 385.9 $ 375.6 $ 10.3 2.7 % 74.0 12.8 61.2 478.1 11.2 13.3 (2.1 ) (15.8 ) $ 471.1 $ 401.7 $ 69.4 17.3 % Propertiesproperty operating expenses increased approximately $10.3 million. There were increases in real estate taxes ($4.4 million), payroll costs ($1.1 million), cleaning and repairs and maintenance ($4.7 million), ground rent ($1.7 million)from Same-Store rental revenues income and other expenses ($0.2 million). This was partially offsetincome. Our method of calculation may be different from methods used by decreasesother REITs, and, accordingly, may not be comparable to such other REITs. None of these measures is an alternative to net income (determined in utilities ($0.3 million)accordance with GAAP) and insurance costs ($1.5 million). 2011 2010 $
Change %
Change $ 300.0 $ 239.7 $ 60.3 25.2 % 277.3 225.2 52.1 23.1 6.7 17.8 (11.1 ) (62.4 ) 5.6 11.8 (6.2 ) (52.5 ) 80.1 75.9 4.2 5.5 $ 669.7 $ 570.4 $ 99.3 17.4 % The increase in interest expense was primarily attributable to higher average consolidated debt balances outstanding during the period due to the increase in investment activity in 2011, inclusive the acquisitions of 1515 Broadway, 521 Fifth Avenue and 180 Maiden Lane. The weighted average debt balance outstanding increased from $4.8 billion during the year ended December 30, 2010 to $5.8 billion during the year ended December 31, 2011. The weighted average interest rate2013 to the year ended December 31, 2012 2013 2012 Rental revenues $ 1,140.8 $ 1,119.0 Other income 6.1 10.8 Total revenues 1,146.9 1,129.8 Property operating expenses 487.7 472.3 Operating income 659.2 657.5 Less: Non-building revenue 2.2 3.2 Same-Store NOI $ 657.0 $ 654.3 4.76%$654.3 million for the year ended December 31, 20102012 to 4.87%$657.0 million for the year ended December 31, 2011. Loan loss2013.other investment reservesstill owned and operated at December 31, 2012, Same-Store NOI is determined as follows (in millions): 2012 2011 Rental revenues $ 966.5 $ 964.3 Other income 10.8 8.6 Total revenues 977.3 972.9 Property operating expenses 409.8 398.7 Operating income 567.5 574.2 Less: Non-building revenue 3.2 1.7 Same-Store NOI $ 564.3 $ 572.5 year over year. We recorded $11.1 million in reserves and $4.4 million in recoveries in 2011 compared to $17.8 million in reserves and no recoveries in 2010. Marketing, general and administrative expense were $80.1by $8.2 million, or 5.4% of total revenues, including our share of joint venture revenues, in1.4%, from $572.5 million for the year ended December 31, 2011 compared to $75.9$564.3 million or 5.6% in 2010.(1)Cash flow from operations;(1) Cash flow from operations; (2) Cash on hand; (3) Borrowings under our 2012 credit facility; (4) Other forms of secured or unsecured financing; (5) Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments; and (6) Proceeds from common or preferred equity or debt offerings by the Company, the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP. (2)Cash on hand;(3)Borrowings under our 2012 credit facility;(4)Other forms of secured or unsecured financing by us or SL Green;(5)Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments; and(6)Proceeds from common or preferred equity or debt offerings by us (including issuances of units of limited partnership interest and trust preferred securities), SL Green or ROP. and 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 capital.20122013 are as follows (in thousands): 2013 2014 2015 2016 2017 Thereafter Total 2014 2015 2016 2017 2018 Thereafter Total $ 348,505 $ 198,788 $ 285,347 $ 572,053 $ 1,153,525 $ 2,057,246 $ 4,615,464 $ 190,249 $ 276,849 $ 649,955 $ 1,147,792 $ 85,568 $ 2,419,165 $ 4,769,578 MRA facility 91,000 — — — — — 91,000 — 75,898 7 255,165 304,266 1,269,620 1,904,956 75,898 7 255,308 575,701 650,000 550,000 2,106,914 176,511 309,090 36,457 528,278 933,634 151,391 2,135,361 398,312 45,332 604,510 930,338 28 173,944 2,152,464 $ 525,016 $ 583,776 $ 321,811 $ 1,355,496 $ 2,391,425 $ 3,478,257 $ 8,655,781 $ 755,459 $ 322,188 $ 1,509,773 $ 2,653,831 $ 735,596 $ 3,143,109 $ 9,119,956 2012,2013, we had approximately $211.4$238.7 million of consolidated cash on hand, inclusive of approximately $21.4$32.0 million of marketable securities. We expect to generate positive cash flow from operations for the foreseeable future. We may seek to 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 debt, will allow us to satisfy our debt obligations, as described above, upon maturity, if not before.$190.0$206.7 million and $138.2$190.0 million at December 31, 20122013 and 2011,2012, respectively, representing an increase of $51.8$16.7 million. The increase was a result of the following changes in cash flows (in thousands): Year ended December 31, Year ended December 31, 2012 2011 Increase
(Decrease) 2013 2012 $ 353,743 $ 312,860 $ 40,883 $ 386,203 $ 346,753 $ 39,450 $ (1,170,393 ) $ (739,597 ) $ (430,796 ) $ (628,435 ) $ (1,163,403 ) $ 534,968 $ 868,442 $ 232,099 $ 636,343 $ 258,940 $ 868,442 $ (609,502 ) 2012,2013, our office portfolio was 91.4%92.5% occupied. Our debt and preferred equity and joint venture investments also provide a steady stream of operating cash flow to us.2012,2013, when compared to the year ended December 31, 2011,2012, we used cash primarily for the following investing activities (in thousands): $ (97,812 ) $ (50,027 ) 10,952 (48,423 ) (99,361 ) 62,408 (105,254 ) 64,900 15,517 (85,156 ) 17,937 49,130 (172,775 ) 542,136 $ (430,796 ) Decrease in net cash used by investing activities $ 534,968 decreasedincreased from $159.1 million for the year ended December 31, 2011 to $148.1 million for the year ended December 31, 2012.2012 to $196.6 million for the year ended December 31, 2013. The decreasedincreased capital expenditures relate primarily to lowerincreased costs incurred in connection with the redevelopment of properties and the build-out of space for tenants resulting fromnew leasing activity.wethe Company issues common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the2012,2013, when compared to the year ended December 31, 2011,2012, we used cash for the following financing activities (in thousands): $ 254,579 $ (560,475 ) 538,903 164,184 (92,924 ) (200,013 ) 147,526 (11,257 ) 48,213 (49,720 ) Proceeds from issuance of common and preferred stock (132,545 ) Redemption of preferred stock 7,480 (59,941 ) (27,169 ) $ 636,343 Decrease in net cash provided in financing activities $ (609,502 ) 2012, we2013, SL Green had 94,009,390 total94,993,284 shares of common stock, 2,902,317 common units of limited partnership interest 91,249,632 of which were held by SL Green, and 2,759,758 of which were held by third parties, 66,668 performance-based LTIP units, 7,700,000 units of our 7.625% Series C cumulative redeemable preferred units, or Series C preferred units and 9,200,000 units of our 6.50% Series I cumulative redeemable preferred units, or Series I preferred units outstanding. In addition, we also had preferred units of limited partnership interests having aggregate liquidation preferences of $49.6 millionin the Operating Partnership held by persons other than the Company. WheneverCompany, 9,200,000 shares of SL Green issuesGreen's 6.50% Series I Cumulative Redeemable Preferred Stock, or Series I Preferred Stock, outstanding. In addition, persons other than the Company held Preferred Units of limited partnership interests in the Operating Partnership having an aggregate liquidation preference of $49.6 million.or preferred stock, thepar value $0.01 per share, at a price of $95.94 per share. The Company received net proceeds received areof approximately $248.9 million after deducting offering expenses. The net proceeds from these offerings were contributed to usthe Operating Partnership in exchange for an equivalent number of2,600,000 common units of limited partnership interest of a corresponding class.September 2012,June 2013, the Company redeemed 4,000,000the remaining 7,700,000 outstanding shares, or $100.0$192.5 million, of its 7.625% Series C preferred stockCumulative Redeemable Preferred Stock, or the Series C Preferred Stock, at a redemption price of $25.00 per share plus $0.3707$0.3495 in accumulated and unpaid dividends on such preferred stockPreferred Stock through September 24, 2012. The CompanyJune 21, 2013. We recognized $6.3approximately $12.2 million of costs to partially redeem the remaining Series C preferred stock, which is included in preferred unit redemption costs on the consolidated statements of income.Preferred Stock. Simultaneously with thatthe redemption, wethe Operating Partnership redeemed an equal number of ourits Series C preferred unitsPreferred Units from the Company at thea redemption price paid by the Company to the Series C preferred stockholders. As a result of this redemption, we have 7,700,000 Series C preferred units outstanding. In August 2012, the Company issued 9,200,000 shares of its 6.50% Series I cumulative redeemable preferred stock, or the Series I preferred stock, with a mandatory liquidation preference of $25.00 per share. The Series I preferred shareholders receive annual distributions of $1.625 per unit paid on a quarterly basis and distributions are cumulative, subject to certain provisions. SL Green is entitled to redeem its 6.50% Series I cumulative redeemable preferred stock at par for cash at its option on or after August 10, 2017. The Series I preferred stock was recorded net of underwriters' discount and issuance costs. Net proceeds from this offering (approximately $222.2 million) were contributed to us by SL Green in exchange for 9.2 million Series I preferred units. In July 2012, the Company redeemed all 4,000,000 shares, or $100.0 million, of its 7.875% Series D cumulative redeemable preferred stock, or Series D preferred stock, at a redemption price of $25.00 per share plus $0.4922 in accumulated and unpaid dividends on such preferred stock through July 14, 2012. The Company recognized $3.7 million of costs to fully redeem the Series D preferred stock, which is included in preferred unit redemption costs on the consolidated statements of income. Simultaneously with that redemption, we redeemed all of our Series D cumulative redeemable preferred units from the Company at the redemption price paid by the Company to the Series D preferred stockholders.we,the Company, along with SL Green,the Operating Partnership, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate of $250.0 million of SL Green's common stock. During the year ended December 31, 2012, SL Green2013, the Company sold 2.6 million462,276 shares of itsSL Green's common stock through the ATM$204.6 ($201.3 ($41.8 million of net proceeds after related expenses). The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 462,276 common units of limited partnership interest and were used to repay debt, fund new investments and for other corporate purposes. Net proceeds from these offerings (approximately $201.3 million) were contributed to us in exchange for 2.6 million common partnership units. As of December 31, 2012, SL Green had $45.42013, $2.8 million remained available to issuefor issuance of common stock under the ATM Program.Compensation Plans All employees of SL Green are compensated through a subsidiary of SLGOP. SL Green's employee and director compensation plans are described below. Under each plan, whenever SL Green issues common or preferred stock, we issue an equivalent number of operating partnership units of a corresponding class to SL Green.SL Greenwe filed a registration statement with the SEC for itsour dividend reinvestment and stock purchase plan, or DRIP, which automatically became effective upon filing. SL GreenWe registered 3,500,000 shares of SL Green's common stock under the DRIP. The DRIP commenced on September 24, 2001.20122013 and 2011, SL Green2012, we issued approximately 1.3 million761 and 4731,300,000 shares of itsSL Green's common stock and received approximately $99.6$66,600 and $99.6 million and $34,000 of net proceeds, respectively, from dividend reinvestments and/or stock purchases under the DRIP. The $99.6 million in proceeds received during the year ended December 31, 2012 were contributed to us by SL Green in exchange for an equivalent number of common units of limited partnership interest. DRIP shares may be issued at a discount to the market price.Second10,730,00017,130,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the Second Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan. As of December 31, 2012, no2013, 4,200,000 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 SL Green'sour Non-Employee Directors'Directors’ Deferral Program and LTIP units,Units, including, among others, outstanding LTIP unitsUnits issued under SL Green'sour 2011 Long-Term Outperformance Plan, which remain subject to performance-based vesting.2005 Long-Term Outperformance Compensation Program In December 2005, the compensation committee of SL Green's board of directors approved a long-term incentive compensation program, the 2005 Outperformance Plan. Participants in the 2005 Outperformance Plan were entitled to earn LTIP Units in SLGOP if SL Green's total return to stockholders for the three-year period beginning December 1, 2005 exceeded a cumulative total return to stockholders of 30%; provided that participants were entitled to earn LTIP Units earlier in the event that SL Green achieved maximum performance for 30 consecutive days. On June 14, 2006, SL Green's compensation committee determined that under the terms of the 2005 Outperformance Plan, as of June 8, 2006, the performance period had accelerated and the maximum performance pool of $49,250,000, taking into account forfeitures, had been earned. Under the terms of the 2005 Outperformance Plan, participants also earned additional LTIP Units with a value equal to the distributions that would have been paid with respect to the LTIP Units earned if such LTIP Units had been earned at the beginning of the performance period. The total number of LTIP Units earned under the 2005 Outperformance Plan by all participants as of June 8, 2006 was 490,475. Under the terms of the 2005 Outperformance Plan, all LTIP Units that were earned remained subject to time-based vesting, with one-third of the LTIP Units earned vested on each of November 30, 2008 andthe first two anniversaries thereafter based on continued employment. The earned LTIP Units received regular quarterly distributions on a per unit basis equal to the dividends per share paid on SL Green's common stock, whether or not they were vested. The cost of the 2005 Outperformance Plan (approximately $8.0 million, subject to adjustment for forfeitures) was amortized into earnings through the final vesting period. We recorded approximately $1.6 million of compensation expense during the year ended December 31, 2010 in connection with the 2005 Outperformance Plan. The cost of the 2005 Outperformance Plan had been fully expensed as of June 30, 2010.2006 Long-Term Outperformance Compensation Program In August 2006, the compensation committee of SL Green's board of directors approved a long-term incentive compensation program, the 2006 Outperformance Plan. The performance criteria under the 2006 Outperformance Plan were not met and, accordingly, no LTIP Units were earned under the 2006 Outperformance Plan. The cost of the 2006 Outperformance Plan (approximately $16.4 million, subject to adjustment for forfeitures) was amortized into earnings through July 31, 2011, the final vesting period. We recorded compensation expense of approximately $70,000 and $0.2 million during the years ended December 31, 2011 and 2010, respectively, in connection with the 2006 Outperformance Plan. The cost of the 2006 Outperformance Plan had been fully expensed as of September 30, 2011.SL Green'sthe Company's board of directors approved the general terms of the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Program, or the 2010 Long TermLong-Term Compensation Plan. The 2010 Long-Term Compensation Plan is a long-term incentive compensation plan pursuant to which award recipients could earn, in the aggregate, from approximately $15$15.0 million up to approximately $75$75.0 million of LTIP Units in SLGOPthe Operating Partnership based on SL Green'sour stock price appreciation over three years beginning on December 1, 2009; provided that, if maximum performance had been achieved, approximately $25$25.0 million of awards could be earned at any time after the beginning of the second year and an additional approximately $25$25.0 million of awards could be earned at any time after the beginning of the third year. In order to achieve maximum performance under the 2010 Long-Term Compensation Plan, SL Green'sour aggregate stock price appreciation during the performance period had to equal or exceed 50%. SL Green'sThe compensation committee determined that maximum performance had been achieved at or shortly after the beginning of each of the second and third years of the performance period and for the full performance period and, accordingly, 366,815 LTIP Units, 385,583 LTIP Units and 327,416 LTIP Units were earned under the 2010 Long-Term Compensation Plan in December 2010, 2011 and 2012, respectively. Substantially in accordance with the original terms of the program, 50% of these LTIP Units vested on December 17, 2012 (accelerated from the original January 1, 2013 vesting date), 25% of these LTIP Units vested December 11, 2013 (accelerated from the original January 1, 2014 vesting date) and the remainder is scheduled to vest ratably on January 1, 2014 and 2015 based on continued employment. In accordance with the terms of the 2010 Long-Term Compensation Plan, distributions were not paid on any LTIP Units until they were earned, at which time we paid all distributions that would have been paid on the earned LTIP Units since the beginning of the performance period.Long TermLong-Term Compensation Plan (approximately $31.7 million, subject to forfeitures) will be amortized into earnings through the final vesting period. We recorded compensation expense of approximately $10.7$4.5 million $9.3, $10.7 million and $4.0$9.3 million during the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively, related to the 2010 Long-Term Compensation Plan.SL Green'sthe Company's board of directors approved the general terms of the SL Green Realty Corp. 2011 Outperformance Plan, or the 2011 Outperformance Plan. Participants in the 2011 Outperformance Plan may earn, in the aggregate, up to $85$85.0 million of LTIP Units in SLGOPthe Operating Partnership based on SL Green'sour total return to stockholders for the three-year period beginning September 1, 2011. Under the 2011 Outperformance Plan, participants will be entitled to share in a "performance pool" comprised of LTIP Units with a value equal to 10% of the amount, if any, by which SL Green'sour total return to stockholders during the three-year period exceeds a cumulative total return to stockholders of 25%, subject to the maximum of $85$85.0 million of LTIP Units; provided that if maximum performance has been achieved, approximately one-third of each award may be earned at any time after the beginning of the second year and an additional approximately one-third of each award may be earned at any time after the beginning of the third year. LTIP Units earned under the 2011 Outperformance Plan will be subject to continued vesting requirements, with 50% of any awards earned vesting on August 31, 2014 and the remaining 50% vesting on August 31, 2015, subject to continued employment with us through such dates. Participants will not be entitled to distributions with respect to LTIP Units granted under the 2011 Outperformance Plan unless and until they are earned. If LTIP Units are earned, each participant will also be entitled to the distributions that would have been paid had the number of earned LTIP Units been issued at the beginning of the performance period, with such distributions being paid in the form of additional LTIP Units. Thereafter, distributions will be paid currently with respect to all earned LTIP Units, whether vested or unvested.$26.1$26.3 million, subject to forfeitures) will be amortized into earnings through the final vesting period. We recorded compensation expense of approximately $5.5$8.0 million, $5.5 million and $0.1 million during the years ended December 31, 2013, 2012 and 2011, respectively, related to the 2011 Outperformance Plan. Stock Compensation Plan for DirectorsSL Green's Independent Director'sour Non-Employee Directors' Deferral Program, which commenced July 2004, SL Green'sthe Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and meeting fees.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 are convertible intogenerally will be settled in an equal number of shares of SL Green's common stock upon the earlier of (i) the January 1 coincident with or next following such directors'director's termination of service from SL Green's boardthe Board of directorsDirectors or (ii) a change in control by SL Green,us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of SL Green's common stock on the applicable dividend record date forfirst business day of the respective quarter. Each participating non-employee director's accountdirector is also credited for an equivalent amount ofwith dividend equivalents or phantom stock units based on the dividend rate for each quarter.2012,2013, approximately 8,3077,622 phantom stock units were earned. As of December 31, 2012,2013, there were approximately 75,15673,524 phantom stock units outstanding.SL Green'sthe Company's board of directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to encourage itsour employees to increase their efforts to make itsour business more successful by providing equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase SL Green'sour 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. SL GreenThe 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 offeringSL Green'sour stockholders at itsour 2008 annual meeting of stockholders. As of 2012,2013, approximately 66,32373,635 shares of SL Green's common stock had been issued under the ESPP. SL Green contributed the proceeds from the sale of those shares to us in exchange for an equivalent number of our common units.2012,2013, borrowings under our mortgages and other loans payable, our 2012 credit facility, senior unsecured notes, trust preferred securities and our share of joint venture debt represented 53.1%49.4% of SL Green'sour combined market capitalization of approximately $16.3$18.4 billion (based on a common stock price of $76.65$92.38 per share, the closing price of SL Green's common stock on the NYSE on December 31, 2012)2013). Market capitalization includes our consolidated debt, SL Green common and preferred stock and the conversion of all our units of limited partnership interest into SL Green common stock,in the Operating Partnership, and our share of joint venture debt.Indebtedness20122013 and 2011,2012, respectively (amounts in thousands). December 31, December 31, 2012 2011 2013 2012 $ 4,884,354 $ 4,802,009 $ 5,561,749 $ 4,884,354 38,371 30,000 38,211 38,371 4,922,725 4,832,009 5,599,960 4,922,725 1,150,762 921,349 774,301 1,150,762 446,933 341,138 545,647 446,933 1,597,695 1,262,487 1,319,948 1,597,695 $ 6,520,420 $ 6,094,496 $ 6,919,908 $ 6,520,420 75.5 % 79.3 % 80.9 % 75.5 % 24.5 % 20.7 % 19.1 % 24.5 % 100.0 % 100.0 % 100.0 % 100.0 % 5.78 % 5.99 % 5.33 % 5.78 % 2.89 % 2.16 % 2.39 % 2.89 % 5.08 % 4.87 % 4.81 % 5.08 % (0.21%(0.17% and 0.30%0.21% at 20122013 and 2011,2012, respectively). Our consolidated debt at December 31, 20122013 had a weighted average term to maturity of approximately 5.855.91 years.$446.9$545.6 million at December 31, 2013, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt at debt.2012.Mortgage Financing As of December 31, 2012,, our total mortgage debt (excluding our share of joint venture mortgage debt of approximately $2.1 billion) consisted of approximately $3.5$4.1 billion of fixed rate debt, including hedgedswapped variable rate debt, with an effective weighted average interest rate of approximately 5.64%5.28% and approximately $1.0$0.7 billion of variable rate debt with an effective weighted average interest rate of approximately 3.29%3.22%.currentexiting lenders and other financial institutions. The term loan facility matures on March 30, 2018. The 2012 credit facility bears interest at a spread over LIBOR ranging from (i) 100 basis points to 175 basis points for loans under the revolving credit facility and (ii) 115 basis points to 200 basis points for loans under the term loan facility, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. 2012,2013, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. At December 31, 2013, the effective interest rate was 1.62% for the revolving credit facility and 2.00% for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point facility fee on the unused balance of thetotal commitments under the revolving credit facility.facility based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. As of December 31, 2012,2013, the facility fee was 30 basis points. At December 31, 2012,2013, we had approximately $79.5$74.6 million of outstanding letters of credit, and $70.0$220.0 million borrowingsdrawn under the revolving credit facility and $400.0 million outstanding under the term loan facility, with total undrawn capacity of $1.1approximately $0.9 billion under the 2012 credit facility. We,Company and ROPOperating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.2007 Revolving Credit Facility The 2011 revolving credit facility replaced our $1.5 billion revolving credit facility, or the 2007 revolving credit facility, which was terminated concurrently with the entering into the 2011 revolving credit facility. The 2007 revolving credit facility bore interest at a spread over the 30-day LIBOR ranging from 70 basis points to 110 basis points, based on our leverage ratio, and required a 12.5 to 20 basis point fee, also based on our leverage ratio, on the unused balance payable annually in arrears. The 2007 revolving credit facility included certain restrictions and covenants and, as of the time of the termination of the 2007 revolving credit facility and as of October 31, 2011, we were in compliance with all such restrictions and covenants.September 2012,December 2013, we entered into a Master Repurchase Agreement, ornew MRA with a financial institution, with a maximum facility capacity of $175.0$300.0 million, under which we agreed to sell certain debt investments in exchange for cash with a simultaneous agreement to repurchase the same debt investments at a certain date or on demand. The MRA'sThis new MRA, which bears interest rate isranging from 250 and 325 basis points over one-month LIBOR depending on the pledged collateral, replaced the previous $175.0 million MRA facility, which bore interest based on 1-monthone-month LIBOR plus 300 basis points. The MRA matures inpoints basis points through September 2013 and has a 1-year extension option.350 basis points through November 2013. At December 31, 2012,2013, we had approximately $116.7$91.0 million outstanding under this facility, which is included in mortgage notes payable and loans.20122013 and 2011,2012, respectively, by scheduled maturity date (amounts in thousands):Issuance Maturity Date August 13, 2004(2)(3) $ 75,898 $ 75,898 $ 75,898 5.88 % 5.88 % 10 August 15, 2014 March 31, 2006(2)(3) 255,308 255,206 255,165 6.00 % 6.00 % 10 March 31, 2016 October 12, 2010(4) 345,000 297,837 287,373 3.00 % 3.00 % 7 October 15, 2017 August 5, 2011(5) 250,000 249,681 249,620 5.00 % 5.00 % 7 August 15, 2018 March 16, 2010(5) 250,000 250,000 250,000 7.75 % 7.75 % 10 March 15, 2020 November 15, 2012(5) 200,000 200,000 200,000 4.50 % 4.50 % 10 December 1, 2022 June 27, 2005(2)(6) 7 7 7 4.00 % 4.00 % 20 June 15, 2025 March 26, 2007(7) 10,701 10,701 16,893 3.00 % 3.00 % 20 March 30, 2027 $ 1,386,914 $ 1,339,330 $ 1,334,956 December 31,
2012 Unpaid
Principal
Balance December 31,
2012
Accreted
Balance December 31,
2011
Accreted
Balance Coupon
Rate(1) Effective
Rate Term
(in Years) Maturity $ 16,893 $ 16,893 $ 119,423 3.00 % 3.00 % 20 March 30, 2027 7 7 657 4.00 % 4.00 % 20 June 15, 2025 200,000 200,000 — 4.50 % 4.50 % 10 December 1, 2022 250,000 250,000 250,000 7.75 % 7.75 % 10 March 15, 2020 250,000 249,620 249,565 5.00 % 5.03 % 7 August 15, 2018 345,000 287,373 277,629 3.00 % 7.13 % 7 October 15, 2017 255,308 255,165 274,804 6.00 % 6.02 % 10 March 31, 2016 75,898 75,898 98,578 5.88 % 5.88 % 10 August 15, 2014 $ 1,393,106 $ 1,334,956 $ 1,270,656 (1)Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.(2)In March 2007, we issued $750.0 million of these exchangeable notes. Interest on these notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rate representing an exchange price that was set at a 25.0% premium to the last reported sale price of SL Green's common stock on March 20, 2007, or $173.30. The initial exchange rate is subject to adjustment under certain circumstances. The notes are our senior unsecured obligations and are exchangeable upon the occurrence of specified events and during the period beginning on the(1) Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates. (2) Issued by ROP. (3) (4) (5) Issued by the Company, the Operating Partnership and ROP, as co-obligors. (6) (7) twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are currently redeemable at our option. We may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events. On March 30, 2012, we repurchased $102.2 million of aggregate principal amount of the exchangeable notes pursuant to a mandatory offer to repurchase the notes. On the issuance date, $66.6 million was recorded in capital and was fully amortized as of March 31, 2012.(3)Issued by ROP.(4)Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the acquisition of all outstanding shares of common stock of Reckson, or the Reckson Merger, the adjusted exchange rate for the debentures is 7.7461 shares of SL Green's common stock per $1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is $1.3491. During the year ended December 31, 2012, we repurchased $650,000 of these bonds at par.(5)Issued by us, the Company and ROP, as co-obligors.(6)In October 2010, we issued $345.0 million of these exchangeable notes. Interest on these notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of SL Green's common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 11.6800 shares of SL Green common stock per $1,000 principal amount of these notes. The notes are our senior unsecured obligations and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are guaranteed by ROP. On the issuance date, $78.3 million was recorded in capital. As of December 31, 2012, approximately $57.6 million remained unamortized.(7)On December 27, 2012, SL Green repurchased $42.4 million aggregate principal amount of notes, consisting of $22.7 million of the 5.875% Notes and $19.7 million of the 6.0% Notes, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million.wethe Company and SL Greenthe Operating Partnership issued $100.0 million of Trust Preferred Securities, which are reflected on the consolidated balance sheet as Junior Subordinate Deferrable Interest Debentures. The proceeds were used to repay our revolving credit facility. The $100.0 million of junior subordinate deferrable interest debentures have a 30-year term ending July 2035. They bear interest at a fixed rate of 5.61% for the first 10 years ending July 2015. Thereafter, the interest rate will float at three month LIBOR plus 1.25%. The Trust preferred securities are redeemable at par.SL Greenwe will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable SL Greenthe Company to continue to qualify as a REIT for Federal income tax purposes. As of 20122013 and 2011,2012, we were in compliance with all such covenants.floatingvariable rate borrowing arrangements. We often use interest rate derivative instruments to managedebt. Our exposure to interest rate changes.changes are managed through either the use of interest rate derivatives instruments and/or through our variable rate debt and preferred equity investments. A hypothetical 100 basis point increase in interest rates along the entire interest rate curve for 2012 and 20112013 would increase our annual interest cost, net of interest income from variable rate debt and preferred equity investments, by approximately $15.4 million and $12.3$7.5 million and would increase our share of joint venture annual interest cost by approximately $8.5 million and $4.8 million, respectively.must beare 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. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.$4.9$5.6 billion of our long-term debt bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. The interest rate on our variable rate debt and variable rate joint venture debt as of December 31, 20122013 was based on a spread of LIBOR plus 90 basis points to LIBOR plus 950 basis points.(based on weighted average interest rates for the quarter), and our obligations under our capital lease and ground leases, as of December 31, 20122013 are as follows (in thousands): 2013 2014 2015 2016 2017 Thereafter Total 2014 2015 2016 2017 2018 Thereafter Total $ 348,505 $ 198,788 $ 285,347 $ 572,053 $ 1,153,525 $ 2,057,246 $ 4,615,464 $ 190,249 $ 276,849 $ 649,955 $ 1,147,792 $ 85,568 $ 2,419,165 $ 4,769,578 — — — — — 70,000 70,000 — — — 220,000 — — 220,000 — — — — — 500,000 500,000 — 75,898 7 255,165 304,266 699,620 1,334,956 Trust preferred securities — — — — — 100,000 100,000 Term loan and senior unsecured notes 75,898 7 255,308 355,701 650,000 450,000 1,786,914 1,555 1,705 1,743 1,857 2,007 99,828 108,695 2,292 2,363 2,531 2,652 2,652 353,826 366,316 37,431 37,531 37,757 38,315 38,561 1,480,791 1,670,386 35,356 35,511 35,943 36,176 36,176 1,409,808 1,588,970 321,669 306,015 289,910 261,169 197,046 444,216 1,820,025 322,888 305,496 285,844 213,986 169,517 602,302 1,900,033 176,511 309,090 36,457 528,278 933,634 151,393 2,135,363 398,312 45,332 604,510 930,338 28 173,944 2,152,464 $ 885,671 $ 929,027 $ 651,221 $ 1,656,837 $ 2,629,039 $ 5,503,094 $ 12,254,889 $ 1,024,995 $ 665,558 $ 1,834,091 $ 2,906,645 $ 943,941 $ 5,509,045 $ 12,884,275 2013,2014, we expect to incur approximately $167.1$159.2 million of recurring capital expenditures and $95.5 million of development expenditures, which are net of loan reserves, (including tenant improvements and leasing commissions) on existing wholly-ownedconsolidated properties, and our share of capital expenditures at our joint venture properties, net of loan reserves, will be approximately $44.9$206.1 million. We expect to fund these capital expenditures with operating cash flow, additional property level mortgage financings and cash on hand. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect that these financing requirements will be met in a similar fashion. We believe that we will have sufficient resources to satisfy our capital needs during the next 12-month period. Thereafter, we expect our capital needs will be met through a combination of cash on hand, net cash provided by operations, borrowings, potential asset sales or additional equity or debt issuances. SL Green expectsitsour stockholders based on the distributions we make to itreceive from our Operating Partnership primarily from property revenues net of operating expenses or, if necessary, from working capital or borrowings. If SL Green declares a dividend, such dividend is generally paid in the subsequent quarter. In order to enable SL Green toitsour qualification as a REIT, itwe must pay annual dividends to itsour stockholders of at least 90% of itsour REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains. SL Green has adopted a policy of payingWe intend to continue to pay regular quarterly dividends on its common stock, and we have adopted a policy of paying regular quarterly distributionsto our stockholders. Based on our common units corresponding to dividends paid by SL Green. Cash distributions have been paid on the common stock of SL Green and our common units since the initial public offering of SL Green. Distributions are declared at the discretion of the board of directors of SL Green and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code and other factors SL Green's board of directors may consider relevant. Based on SL Green's current annual dividend rate of $1.32$2.00 per share, itwe would pay approximately $120.5$190.1 million in dividends to itsSL Green's common stockholders on an annual basis. Before SL Green payswe pay any dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under our unsecured revolving2012 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.Alliance paidIncome earned from profit participation, which is included in other income on the Service Corporationaccompanying consolidated statements of income, was approximately $3.5 million, $4.0 million $2.7 million and $2.2$2.7 million for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively. We paid Alliancealso recorded expenses of approximately $19.5 million, $17.9 million and $16.1 million and $14.2 million for threethe years ended December 31, 2013, 2012 and 2011, respectively, for these services (excluding services provided directly to tenants).The aggregate amount of fees we paid to A-List for these marketing services wasWe recorded approximately $293,636, $155,500 $140,300 and $86,300$140,300 for the three years ended December 31, 2013, 2012 and 2011, respectively.underpursuant to the lease was $35,516 per annum for year one increasing to $40,000 in year seven.The aggregate amount ofWe received management fees paid to S.L. Green Management Corp. from such entity wasof approximately $441,093, $384,900 $420,300 and $390,700$420,300 for the three years ended December 31, 2013, 2012 and 2011, respectively.Gramercy Capital Corp. Our related party transactions with Gramercy are discussed in Note 6, "Investment in Unconsolidated Ventures—Gramercy Capital Corp.," in the accompanying financial statements.Insurance"all-risk"“all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism) within two property insurance portfolios and liability insurance. As of December 31, 2012,2013, the first property portfolio maintains a blanket limit of $775.0$950.0 million per occurrence, including terrorism, for the majority of the New York City properties$750.0$700.0 million per occurrence, including terrorism, for some New York City properties and the majority of the Suburban properties. Both policies expire on December 31, 2013.2014. Each policy includes $100.0 million of flood coverage, with a lower sublimit for2013.2014. Additional coverage may be purchased on a stand-alone basis for certain assets.SL Greenwe formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and be one of the elements of itsour overall insurance program. Belmont is a subsidiary of ours. Belmont was formed in an effort to, among other reasons, stabilize to some extent the fluctuations of insurance market conditions. Belmont is licensed in New York to write Terrorism, NBCR (nuclear, biological, chemical, and radiological), General Liability, Environmental Liability, Flood and D&O coverage.•Terrorism: Belmont acts as a direct property insurer with respect to a portion of our terrorism coverage for the New York City properties. Belmont has a terrorism coverage limit of $650 million in a layer in excess of $100.0 million. In addition Belmont purchased reinsurance to reinsure the retained insurable risk not otherwise covered under Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007, or TRIPRA, as detailed below.•NBCR: Belmont has acted as a direct insurer of NBCR and since December 31, 2011, has provided coverage up to $750 million on the entire property portfolio for certified acts of terrorism above a program trigger of $100.0 million. Belmont is responsible for a small deductible and 15% of a loss, with the remaining 85% covered by the Federal government.•General Liability: For the period commencing October 31, 2010, Belmont insures a retention on the general liability insurance of $150,000 per occurrence and a $2.1 million annual aggregate stop loss limit. We have secured excess insurance to protect against catastrophic liability losses above the $150,000 retention. Prior policy years carried a higher per occurrence deductible and/or higher aggregate stop loss. Belmont has retained a third party administrator to manage all claims within the retention and we anticipate that direct management of liability claims will improve loss experience and ultimately lower the cost of liability insurance in future years. In addition, we have an umbrella liability policy of $200.0 million per occurrence and in the aggregate on a per location basis.•Environmental Liability: Belmont insures a deductible of $975,000 per occurrence in excess of $25,000 on a $25 million per occurrence and $30 million aggregate environmental liability policy covering the entire portfolio. As long as we own Belmont, we are responsible for its liquidity and capital resources, and the accounts of Belmont are part of our consolidated financial statements. If we experience a loss and Belmont is required to pay under its insurance policy, we would ultimately record the loss to the extent of Belmont's required payment. Therefore, insurance coverage provided by Belmont should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance."all-risk"“all-risk” insurance coverage for losses due to terrorist acts is a breach of these debt and ground lease instruments allowing the lenders or ground lessors to declare an event of default and accelerate repayment of debt or recapture of ground lease positions. In addition, if lenders prevail in asserting that we are required to maintain full coverage for these risks, it could result in substantially higher insurance premiums.such as an act of terrorism, we may not have sufficient coverage to replace certain properties. Years Ended December 31, 2013 2012 2011 Net income attributable to SL Green common stockholders $ 101,330 $ 155,984 $ 617,232 Add: Depreciation and amortization 337,692 325,737 271,306 Discontinued operations depreciation adjustments 3,212 6,373 6,715 Unconsolidated joint ventures depreciation and noncontrolling interest adjustments 51,266 35,593 31,179 Net income attributable to noncontrolling interests 13,652 11,188 29,712 Depreciable real estate reserves 2,150 — 5,789 Less: Gain on sale of discontinued operations 14,900 6,627 46,085 Equity in net gain on sale of joint venture property/ interest 3,601 37,053 2,918 Purchase price fair value adjustment (2,305 ) — 498,195 Depreciation and amortization on non-rental real estate assets 1,509 940 922 Funds from Operations $ 491,597 $ 490,255 $ 413,813 Cash flows provided by operating activities $ 386,203 $ 346,753 $ 307,118 Cash flows used in investing activities $ (628,435 ) $ (1,163,403 ) $ (733,855 ) Cash flows provided by financing activities $ 258,940 $ 868,442 $ 232,099 theour office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the Consumer Price Index or other measures such as porters' wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.Policies—AccountingPolicies-Accounting Standards Updates" in the accompanying consolidated financial statements.••••••••••our•SL Green's••••PART IIrelated weighted-average interest rates by expected maturity dates, including as-of-right extension options, as of December 31, 20122013 (in thousands): Long-Term Debt Amount 2014 $ 257,456 5.24 % $ 99,691 2.18 % $ 294,083 9.90 % 2015 268,257 5.19 8,599 2.39 203,826 13.40 2016 580,390 5.11 324,873 3.28 651,074 10.80 2017 1,503,158 5.04 220,335 4.30 111,877 14.70 2018 344,119 5.19 391,450 5.00 20,553 13.20 Thereafter 2,694,164 4.97 275,000 5.82 23,426 9.30 Total $ 5,647,544 5.10 % $ 1,319,948 3.31 % $ 1,304,839 11.27 % Fair Value $ 5,886,980 $ 1,327,422 (1) Our debt and preferred equity investments had an estimated fair value ranging between $1.3 billion and $1.4 billion at December 31, 2013. Long-Term Debt Debt and Preferred
Equity Investments(1) Fixed Rate Average
Interest
Rate Variable Rate Average
Interest
Rate Amount Weighted
Yield $ 215,437 5.76 % $ 133,067 2.89 % $ 229,593 11.20 % 257,856 5.78 16,829 2.86 591,189 10.06 268,261 5.78 17,093 2.85 138,968 9.22 569,582 5.75 257,636 2.86 268,149 9.25 1,446,888 5.72 10,904 2.95 125,804 8.88 2,164,701 5.18 1,162,166 2.99 3,500 7.09 $ 4,922,725 5.44 % $ 1,597,695 2.90 % $ 1,357,203 9.89 % $ 5,334,244 $ 1,577,494 (1)Our debt and preferred equity investments had an estimated fair value ranging between $1.3 billion and $1.4 billion at December 31, 2012.related weighted-average interest rates by expected maturity dates as of December 31, 20122013 (in thousands): Long Term Debt Fixed
Rate Average
Interest
Rate Variable
Rate Average
Interest
Rate $ 19,025 5.27 % $ 157,486 3.23 % Long Term Debt 107,983 5.24 201,108 3.12 $ 126,994 5.32 % $ 271,317 3.10 % 3,068 5.17 33,389 2.70 4,298 5.26 41,035 3.18 398,830 4.95 129,448 2.42 397,826 5.08 206,684 3.61 664,580 4.44 269,054 2.33 664,580 4.70 265,758 4.04 2018 — 6.86 28 3.74 64,901 7.47 86,491 2.80 87,592 7.50 86,352 3.94 $ 1,258,387 5.46 % $ 876,976 2.92 % $ 1,281,290 5.77 % $ 871,174 3.36 % $ 1,195,179 $ 836,294 $ 1,223,187 $ 863,091 all of our consolidated derivative instruments, which are hedging variable rate debt, excluding joint ventures, and their related fair valuevalues as of December 31, 20122013 (in thousands): Asset Hedged Benchmark
Rate Notional
Value Strike
Rate Effective
Date Expiration
Date Fair
Value Mortgage LIBOR 775,000 3.650 % 4/2012 4/2013 — Mortgage LIBOR $ 263,426 6.000 % November 2013 November 2015 9 Mortgage LIBOR 475,000 6.000 % 3/2012 3/2013 — Mortgage LIBOR 137,500 4.000 % October 2013 September 2015 7 Mortgage LIBOR 271,912 6.000 % 11/2012 11/2013 — Revolving credit facility LIBOR 30,000 2.295 % 7/2010 6/2016 (1,881 ) Credit facility LIBOR 30,000 2.295 % July 2010 June 2016 (1,293 ) Mortgage LIBOR 8,500 0.740 % 2/2012 2/2015 (78 ) Mortgage LIBOR 8,500 0.740 % February 2012 February 2015 (45 ) $ (1,959 ) $ (1,322 ) 2012.2013. We had also hedgedswapped certain floating rate debt at a joint venture. These hedges represented an obligation of approximately $33.2 million at December 31, 2012.OPERATING PARTNERSHIP, L.P.REALTY CORP. 76FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P. 77Schedules Schedules1515 BROADWAY REALTY CORP.Report of Independent Registered Public Accounting Firm142Consolidated Statement of Income for the year ended December 31, 2010143Consolidated Statement of Equity for the year ended December 31, 2010144Consolidated Statement of Cash Flows for the year ended December 31, 2010145Notes to the Consolidated Financial Statements146 To the PartnersOperating Partnership, L.P.Operating Partnership, L.P.Realty Corp. (the "Company") as of December 31, 20122013 and 2011,2012, and the related consolidated statements of income, and comprehensive income, capitalequity and cash flows for each of the three years in the period ended December 31, 2012.2013. Our audits also included the financial statement schedules listed in the Index at Item 15(a)(2). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, andas well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.20122013 and 2011,2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012,2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 25, 2014, expressed an unqualified opinion thereon./s/ Ernst & Young LLPNew York, New YorkMarch 4, 2013Operating Partnership, L.P.
Realty Corp.Amounts in thousands)
thousands, except per share data) December 31,
2012 December 31,
2011 December 31, 2013 December 31, 2012 $ 2,886,099 $ 2,684,626 $ 3,032,526 $ 2,886,099 7,389,766 7,147,527 7,884,663 7,389,766 1,346,748 1,302,790 1,366,281 1,346,748 40,340 12,208 50,310 40,340 12,333,780 11,662,953 11,662,953 11,147,151 (1,393,323 ) (1,136,603 ) (1,646,240 ) (1,393,323 ) 10,269,630 10,010,548 10,687,540 10,269,630 4,901 76,562 — 4,901 189,984 138,192 206,692 189,984 136,071 86,584 142,051 136,071 21,429 25,323 32,049 21,429 48,544 32,107 Tenant and other receivables, net of allowance of $17,325 and $14,341 in 2013 and 2012, respectively 60,393 55,855 7,531 4,001 8,530 7,531 340,747 281,974 1,357,203 985,942 Deferred rents receivable, net of allowance of $30,333 and $29,580 in 2013 and 2012, respectively 386,508 340,747 Debt and preferred equity investments, net of discounts and deferred origination fees of $18,593 and $22,341 in 2013 and 2012, and allowance of $1,000 and $7,000 in 2013 and 2012, respectively 1,304,839 1,348,434 1,032,243 893,933 1,113,218 1,032,243 261,145 210,786 267,058 261,145 718,326 737,900 750,123 718,326 $ 14,387,754 $ 13,483,852 $ 14,959,001 $ 14,386,296 $ 4,615,464 $ 4,314,741 $ 4,860,578 $ 4,615,464 70,000 350,000 220,000 70,000 1,734,956 1,270,656 1,739,330 1,734,956 73,769 126,135 114,622 81,080 159,598 142,428 145,889 159,598 321,764 357,193 Deferred revenue 263,261 312,995 37,518 17,112 47,671 37,518 20,897 18,495 22,185 20,897 37,839 28,398 52,255 37,839 46,253 46,367 61,308 46,253 136 61,988 — 136 100,000 100,000 100,000 100,000 7,218,194 6,833,513 7,627,099 7,216,736
—
— — — 2,000 2,000 47,550 — 180,340 274,022 — 96,321 221,965 — 6,189,529 5,714,856 71,524 114,497 (30,649 ) (29,119 ) 6,632,709 6,170,577 487,301 477,762 7,120,010 6,648,339 $ 14,387,754 $ 13,483,852 Noncontrolling interests in Operating Partnership 265,476 212,907 Series G Preferred Units, $25.00 liquidation preference, 1,902 issued and outstanding at both December 31, 2013 and 2012 47,550 47,550 Series H Preferred Units, $25.00 liquidation preference, 80 issued and outstanding at both December 31, 2013 and 2012 2,000 2,000 Equity SL Green stockholders' equity: Series C Preferred Stock, $0.01 par value, $25.00 liquidation preference, 7,700 issued and outstanding at December 31, 2012 — 180,340 Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at December 31, 2013 and 2012, respectively 221,932 221,965 Common stock, $0.01 par value, 160,000 shares authorized and 98,563 and 94,896 issued and outstanding at December 31, 2013 and 2012, respectively (including 3,570 and 3,646 shares held in Treasury at December 31, 2013 and 2012, respectively) 986 950 Additional paid-in-capital 5,015,904 4,667,900 Treasury stock at cost (317,356 ) (322,858 ) Accumulated other comprehensive loss (15,211 ) (29,587 ) Retained earnings 1,619,150 1,701,092 Total SL Green stockholders' equity 6,525,405 6,419,802 Noncontrolling interests in other partnerships 491,471 487,301 Total equity 7,016,876 6,907,103 Total liabilities and equity $ 14,959,001 $ 14,386,296 Operating Partnership, L.P.
Realty Corp.Amounts in thousands, except per unit amounts)
share data) Year Ended December 31, Year Ended December 31, 2012 2011 2010 2013 2012 2011 $ 1,077,976 $ 961,935 $ 782,530 $ 1,080,684 $ 1,062,682 $ 947,479 167,388 145,596 118,212 169,529 165,156 143,544 119,155 120,418 147,926 Investment income 193,843 119,155 120,418 35,736 35,479 35,718 25,021 35,736 35,418 1,400,255 1,263,428 1,084,386 1,469,077 1,382,729 1,246,859 298,322 263,709 224,693 Operating expenses (including $18,728 (2013), $17,274 (2012) and $15,041 (2011) of related party expenses) 293,514 292,392 257,938 210,467 174,454 145,830 218,832 209,337 173,154 37,866 32,919 31,191 39,926 37,866 32,919 330,569 285,917 230,648 330,215 329,897 285,248 19,450 14,118 9,046 16,695 19,450 14,108 332,028 277,345 225,193 337,692 325,737 271,306 564 6,722 17,751 — 564 6,722 5,625 5,561 11,849 Transaction related costs, net of recoveries 3,987 5,625 5,561 82,840 80,103 75,946 86,192 82,840 80,103 1,317,731 1,140,848 972,147 1,327,053 1,303,708 1,127,059 82,524 122,580 112,239 Income from continuing operations before equity in net income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, (loss) gain on sale of investment in marketable securities, depreciable real estate reserves and (loss) gain on early extinguishment of debt 142,024 79,021 119,800 76,418 1,583 39,607 9,921 76,418 1,583 37,053 2,918 128,921 Equity in net gain on sale of interest in unconsolidated joint venture/ real estate 3,601 37,053 2,918 — 498,195 — (2,305 ) — 498,195 4,940 4,866 490 (Loss) gain on sale of investment in marketable securities (65 ) 4,940 4,866 — (5,789 ) (2,750 ) — — (5,789 ) (6,978 ) 904 (1,900 ) (Loss) gain on early extinguishment of debt (18,518 ) (6,978 ) 904 193,957 625,257 276,607 134,658 190,454 622,477 9,116 5,780 7,064 1,725 12,619 8,560 6,627 46,085 35,485 14,900 6,627 46,085 209,700 677,122 319,156 151,283 209,700 677,122 (5,591 ) (15,083 ) (14,007 ) (2,107 ) — — 202,002 662,039 305,149 (10,010 ) — — (30,411 ) (30,178 ) (29,749 ) $ 161,581 $ 631,861 $ 275,400 Net income attributable to noncontrolling interests: Noncontrolling interests in the Operating Partnership (3,023 ) (5,597 ) (14,629 ) Noncontrolling interests in other partnerships (10,629 ) (5,591 ) (15,083 ) Preferred units distribution (2,260 ) (2,107 ) — Net income attributable to SL Green 135,371 196,405 647,410 Preferred stock redemption costs (12,160 ) (10,010 ) — Perpetual preferred stock dividends (21,881 ) (30,411 ) (30,178 ) Net income attributable to SL Green common stockholders $ 101,330 $ 155,984 $ 617,232 Amounts attributable to SL Green common stockholders: $ 108,785 $ 78,883 $ 103,930 $ 83,927 $ 101,638 $ 74,341 — 498,195 — (2,239 ) — 486,660 37,053 2,918 128,921 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 3,496 35,769 2,850 9,116 5,780 7,064 1,675 12,180 8,363 6,627 46,085 35,485 14,471 6,397 45,018 $ 161,581 $ 631,861 $ 275,400 $ 101,330 $ 155,984 $ 617,232 $ 1.18 $ 6.73 $ 1.31 0.40 0.03 1.62 0.10 0.07 0.09 0.07 0.54 0.45 $ 1.75 $ 7.37 $ 3.47 $ 1.17 $ 6.70 $ 1.30 0.40 0.03 1.62 0.10 0.07 0.09 0.07 0.53 0.44 $ 1.74 $ 7.33 $ 3.45 92,526 85,748 79,422 92,873 86,244 79,761 Basic earnings per share: Income from continuing operations before gains on sale and discontinued operations $ 0.89 $ 1.14 $ 6.70 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.04 0.40 0.03 Net income from discontinued operations 0.02 0.14 0.10 Gain on sale of discontinued operations 0.15 0.07 0.54 Net income attributable to SL Green common stockholders $ 1.10 $ 1.75 $ 7.37 Diluted earnings per share: Income from continuing operations before gains on sale and discontinued operations $ 0.88 $ 1.13 $ 6.67 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.04 0.40 0.03 Net income from discontinued operations 0.02 0.14 0.10 Gain on sale of discontinued operations 0.16 0.07 0.53 Net income attributable to SL Green common stockholders $ 1.10 $ 1.74 $ 7.33 Basic weighted average common shares outstanding 92,269 89,319 83,762 Diluted weighted average common shares and common share equivalents outstanding 95,266 92,873 86,244 Operating Partnership, L.P.
Realty Corp.Amounts in thousands) Year Ended December 31, Year Ended December 31, 2012 2011 2010 2013 2012 2011 $ 209,700 $ 677,122 $ 319,156 $ 151,283 $ 209,700 $ 677,122 953 (4,145 ) (3,938 ) 1,174 799 269 (3,657 ) (2,731 ) 13,487 Change in net unrealized gain (loss) on derivative instruments, including SL Green's share of joint venture net unrealized gain (loss) on derivative instruments 13,490 2,127 (3,346 ) Change in unrealized gain (loss) on marketable securities 1,497 (3,657 ) (2,731 ) (1,530 ) (6,077 ) 9,818 14,987 (1,530 ) (6,077 ) 208,170 671,045 328,974 166,270 208,170 671,045
(5,591
)
(15,083
)
(14,007
)(15,912 ) (13,295 ) (29,712 ) (10,010 ) — — Other comprehensive (income) loss attributable to noncontrolling interests (611 ) 388 291 $ 192,569 $ 655,962 $ 314,967 Comprehensive income attributable to SL Green $ 149,747 $ 195,263 $ 641,624 SL Green Operating Partnership, L.P.Consolidated Statements of Capital(Amounts in thousands) SL Green Operating Partnership Unitholders General Partner Limited Partners Accumulated
Other
Comprehensive
Income (Loss) Series C
Preferred
Units Series D
Preferred
Units Series I
Preferred
Units Common
Units Common
Unitholders Common
Units Common
Unitholders Noncontrolling
Interests Total $ 151,981 $ 96,321 $ — 77,515 $ 4,196,891 1,684 $ 60,723 $ (32,860 ) $ 524,691 $ 4,997,747 21,873 7,876 270,826 4,574 14,007 319,156 9,818 9,818 (21,873 ) (7,876 ) (29,749 ) 45 2,874 2,874 470 23,344 (285 ) (25,104 ) (1,760 ) 212 20 (195 ) 20 31,741 31,741 3,011 (9,532 ) (6,521 ) 76,039 76,039 122,041 122,041 110 3,288 3,288 2,788 2,788 (13,494 ) (13,494 ) (31,595 ) (511 ) (32,106 ) 274,022 96,321 — 78,307 4,573,565 1,249 42,556 (23,042 ) 518,460 5,481,882 22,300 7,878 617,232 14,629 15,083 677,122 (6,077 ) (6,077 ) (22,300 ) (7,878 ) (30,178 ) 1,530 60,443 60,443 13 898 (12 ) (866 ) 32 262 (4,787 ) (2 ) (4,787 ) 33,252 33,252 (1,001 ) 87,798 86,797 6,957 531,306 531,306 244 10,037 10,037 (143,579 ) (143,579 ) (46,647 ) (1,264 ) (47,911 ) 274,022 96,321 — 85,783 5,714,856 2,765 114,497 (29,119 ) 477,762 6,648,339 20,290 4,266 5,855 165,994 5,597 5,591 207,593 (1,530 ) (1,530 ) (20,290 ) (4,266 ) (5,855 ) (30,411 ) 801 42,239 42,239 1,305 99,570 99,570 1,096 87,513 (1,096 ) (87,513 ) — (93,682 ) (96,321 ) (10,010 ) (200,013 ) 43 (13,428 ) 290 (13,428 ) 28,742 28,742 25,894 25,894 221,965 221,965 2,640 201,279 201,279 383 13,173 13,173 (21,946 ) (21,946 ) (98,160 ) (3,296 ) (101,456 ) $ 180,340 $ — $ 221,965 91,250 $ 6,189,529 2,760 $ 71,524 $ (30,649 ) $ 487,301 $ 7,120,010 Operating Partnership, L.P.
Realty Corp.Cash Flows
EquityAmounts in thousands)
thousands, except per share data) Year Ended December 31, 2012 2011 2010 $ 209,700 $ 677,122 $ 319,156 351,539 292,311 240,445 (76,418 ) (1,583 ) (39,607 ) 91,145 11,185 27,472 (37,053 ) (2,918 ) (128,921 ) — (498,195 ) — — 5,789 2,750 (6,627 ) (46,085 ) (35,485 ) — (19,840 ) 564 6,722 17,751 (4,940 ) (4,866 ) (490 ) 6,978 (904 ) 1,900 (66,079 ) (87,230 ) (47,223 ) (15,229 ) 2,385 (749 ) (13,812 ) (681 ) 4,513 (10,998 ) (4,720 ) 271 (3,529 ) 2,461 2,398 (48,368 ) (38,412 ) (42,035 ) (35,932 ) 4,029 4,860 9,389 10,704 (3,706 ) 3,413 5,586 (2,242 ) 353,743 312,860 321,058 (544,568 ) (446,756 ) (270,614 ) (148,148 ) (159,100 ) (108,145 ) (70,080 ) 29,281 (40,215 ) (215,174 ) (109,920 ) (87,844 ) 127,876 112,359 52,920 178,485 160,548 623,121 (32,413 ) 12,186 32,607 (466,371 ) (338,195 ) (183,015 ) (1,170,393 ) (739,597 ) 18,815 1,230,167 826,000 168,360 (688,065 ) (765,378 ) (149,832 ) 1,751,480 1,901,068 670,992 (1,581,554 ) (2,043,144 ) (1,046,626 ) 112,743 10,211 14,535 201,279 516,168 — 221,965 — 122,041 (200,013 ) — — (14,150 ) (5,486 ) — (21,946 ) (143,578 ) (13,489 ) 25,894 — 2,788 — — (13,012 ) (124,534 ) (64,593 ) (59,495 ) 5,000 35,850 — (49,824 ) (35,019 ) (47,020 ) 868,442 232,099 (350,758 ) 51,792 (194,638 ) (10,885 ) 138,192 332,830 343,715 $ 189,984 $ 138,192 $ 332,830 $ 320,849 $ 275,106 $ 222,904 $ 17 $ 138 $ 1,041 SL Green Realty Corp. Stockholders Shares Total Balance at December 31, 2010 $ 274,022 $ 96,321 $ — 78,307 $ 817 $ 3,660,842 $ (303,222 ) $ (22,659 ) $ 1,172,963 $ 518,460 $ 5,397,544 Net income 647,410 15,083 662,493 Other comprehensive income: (5,786 ) (5,786 ) Preferred dividends (30,178 ) (30,178 ) Redemption of units and DRIP proceeds 13 898 898 Reallocation of noncontrolling interest in the operating partnership (39,040 ) (39,040 ) Deferred compensation plan and stock award, net 262 3 696 (5,486 ) (4,787 ) Amortization of deferred compensation plan 33,252 33,252 Proceeds from issuance of common stock 6,957 70 531,236 531,306 Proceeds from stock options exercised 244 2 10,035 10,037 Consolidation of joint venture interest 87,798 87,798 Cash distributions to noncontrolling interests (143,579 ) (143,579 ) Cash distribution declared ($0.55 per common share, none of which represented a return of capital for federal income tax purposes) (46,649 ) (46,649 ) Balance at December 31, 2011 274,022 96,321 — 85,783 892 4,236,959 (308,708 ) (28,445 ) 1,704,506 477,762 6,453,309 Net income 196,405 5,591 201,996 Other comprehensive income (1,142 ) (1,142 ) Preferred dividends (30,411 ) (30,411 ) DRIP proceeds 1,305 13 99,557 99,570 Conversion of units of the Operating Partnership to common stock 1,096 11 87,502 87,513 Redemption of preferred stock (93,682 ) (96,321 ) (10,010 ) (200,013 ) Reallocation of noncontrolling interest in the operating partnership (61,238 ) (61,238 ) Deferred compensation plan and stock award, net 43 3 719 (14,150 ) (13,428 ) Amortization of deferred compensation plan 28,742 28,742 Net proceeds from preferred stock offering 221,965 221,965 Proceeds from issuance of common stock 2,640 27 201,252 201,279 Proceeds from stock options exercised 383 4 13,169 13,173 Consolidation of joint venture interest 25,894 25,894 Cash distributions to noncontrolling interests (21,946 ) (21,946 ) In December 2012, 2011 and 2010, SLGOP declared quarterly distributions per common unitCash distribution declared ($1.08 per common share, none of which represented a return of capital for federal income tax purposes) (98,160 ) (98,160 ) Balance at December 31, 2012 180,340 — 221,965 91,250 950 4,667,900 (322,858 ) (29,587 ) 1,701,092 487,301 6,907,103 Net income 135,371 10,629 146,000 Other comprehensive income 14,376 14,376 Preferred dividends (21,881 ) (21,881 ) DRIP proceeds 67 67 Conversion of units of the Operating Partnership to common stock 239 2 17,285 17,287 Redemption of preferred stock (180,340 ) (12,160 ) (192,500 ) Preferred stock issuance costs (33) (33 ) Reallocation of noncontrolling interest in the Operating Partnership (45,618 ) (45,618 ) Deferred compensation plan and stock award, net 135 2 752 (588 ) 166 Amortization of deferred compensation plan 26,329 26,329 Issuance of common stock 3,062 30 290,669 290,699 Proceeds from stock options exercised 224 2 12,902 12,904 Sale of treasury stock 83 6,090 1,030 7,120 Contribution to consolidated joint venture interest 8,164 8,164 Cash distributions to noncontrolling interests (14,623 ) (14,623 ) Cash distribution declared ($1.49 per common share, none of which represented a return of capital for federal income tax purposes) (138,684 ) (138,684 ) Balance at December 31, 2013 $ — $ — $ 221,932 94,993 $ 986 $ 5,015,904 $ (317,356 ) $ (15,211 ) $ 1,619,150 $ 491,471 $ 7,016,876 Years Ended December 31, 2013 2012 2011 Operating Activities Net income $ 151,283 $ 209,700 $ 677,122 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 357,599 351,539 292,311 Equity in net income from unconsolidated joint ventures (9,921 ) (76,418 ) (1,583 ) Distributions of cumulative earnings from unconsolidated joint ventures 34,997 91,145 11,185 Equity in net gain on sale of interest in unconsolidated joint venture interest/ real estate (3,601 ) (37,053 ) (2,918 ) Purchase price fair value adjustment 2,305 — (498,195 ) Depreciable real estate reserves 2,150 — 5,789 Gain on sale of discontinued operations (14,900 ) (6,627 ) (46,085 ) Gain on sale of debt securities — — (19,840 ) Loan loss and other investment reserves, net of recoveries — 564 6,722 Gain on sale of investments in marketable securities — (4,940 ) (4,866 ) Loss (gain) on early extinguishment of debt 10,963 6,978 (904 ) Deferred rents receivable (56,739 ) (66,079 ) (87,230 ) Other non-cash adjustments (37,843 ) (18,868 ) 523 Changes in operating assets and liabilities: Restricted cash—operations 2,037 (13,812 ) (681 ) Tenant and other receivables (7,570 ) (10,998 ) (4,720 ) Related party receivables (917 ) (3,529 ) 2,461 Deferred lease costs (52,228 ) (48,368 ) (38,412 ) Other assets 2,904 (35,932 ) 4,029 Accounts payable, accrued expenses and other liabilities (1,473 ) 9,389 10,704 Deferred revenue and land leases payable 7,157 62 1,706 Net cash provided by operating activities 386,203 346,753 307,118 Investing Activities Acquisitions of real estate property (594,595 ) (544,568 ) (446,756 ) Additions to land, buildings and improvements (196,571 ) (148,148 ) (159,100 ) Escrowed cash—capital improvements/acquisition deposits (7,672 ) (70,080 ) 29,281 Investments in unconsolidated joint ventures (150,274 ) (215,174 ) (109,920 ) Distributions in excess of cumulative earnings from unconsolidated joint ventures 42,720 127,876 112,359 Net proceeds from disposition of real estate/joint venture interest 227,615 178,485 160,548 Proceeds from sale of marketable securities 2,370 11,070 40,248 Purchases of marketable securities (11,493 ) (6,660 ) (28,570 ) Other investments (43,163 ) (36,750 ) 537 Debt and preferred equity and other investments, net of repayments/participations 102,628 (459,454 ) (332,482 ) Net cash used in investing activities (628,435 ) (1,163,403 ) (733,855 ) Financing Activities Proceeds from mortgages and other loans payable 1,257,172 1,230,167 826,000 Repayments of mortgages and other loans payable (1,085,220 ) (688,065 ) (765,378 ) Proceeds from revolving credit facility and senior unsecured notes 1,164,000 1,751,480 1,901,068 Repayments of revolving credit facility and senior unsecured notes (1,020,215 ) (1,581,554 ) (2,043,144 ) Proceeds from stock options exercised and DRIP issuance 12,971 112,743 10,211 Net proceeds from sale of common stock 290,699 201,279 516,168 Net proceeds from sale of preferred stock — 221,965 — Redemption of preferred stock (192,533 ) (200,013 ) — Sale or purchase of treasury stock 7,120 (14,150 ) (5,486 ) Distributions to noncontrolling interests in other partnerships (14,623 ) (21,946 ) (143,578 ) Contributions from noncontrolling interests in other partnerships 8,164 25,894 — Distributions to noncontrolling interests in the Operating Partnership (4,146 ) (3,296 ) (727 ) Dividends paid on common and preferred stock (148,407 ) (121,238 ) (63,866 ) Other obligations related to mortgage loan participations — 5,000 35,850 Deferred loan costs and capitalized lease obligation (16,042 ) (49,824 ) (35,019 ) Net cash provided by financing activities 258,940 868,442 232,099 Net increase (decrease) in cash and cash equivalents 16,708 51,792 (194,638 ) Cash and cash equivalents at beginning of year 189,984 138,192 332,830 Cash and cash equivalents at end of year $ 206,692 $ 189,984 $ 138,192 Supplemental cash flow disclosures: Interest paid $ 325,903 $ 322,469 $ 277,109 Income taxes paid $ 2,666 $ 17 $ 138 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Issuance of common stock as deferred compensation $ 164 $ 722 $ 699 Issuance of units in the Operating Partnership 24,750 42,239 62,443 Redemption of units in the Operating Partnership 17,287 87,513 865 Derivative instruments at fair value 636 92 1,870 Assignment of debt investment to joint venture — 25,362 286,571 Mortgage assigned to joint venture — — 30,000 Tenant improvements and capital expenditures payable 502 1,738 3,990 Fair value adjustment to noncontrolling interest in the Operating Partnership 45,618 61,238 39,040 Accrued acquisition liabilities — — 34,500 Assumption of mortgage loans 84,642 — 943,767 Consolidation of real estate investments and other adjustments 90,934 — 1,156,929 Consolidation of real estate investments—noncontrolling interest in other partnerships — — 87,264 Repayment of mezzanine loans — 13,750 — Redemption of Series E units — 31,698 — Repayment of financing receivable — 28,195 — Investment in joint venture — 5,135 — Capital leased asset 9,992 28,132 — Deconsolidation of a subsidiary — 104,107 — Transfer to net assets held for sale — 4,901 — Transfer to liabilities related to net assets held for sale — 136 — Issuance of preferred units — 47,550 — December 31, 2013 December 31, 2012 Assets Commercial real estate properties, at cost: Land and land interests $ 3,032,526 $ 2,886,099 Building and improvements 7,884,663 7,389,766 Building leasehold and improvements 1,366,281 1,346,748 Properties under capital lease 50,310 40,340 12,333,780 11,662,953 Less: accumulated depreciation (1,646,240 ) (1,393,323 ) 10,687,540 10,269,630 Assets held for sale — 4,901 Cash and cash equivalents 206,692 189,984 Restricted cash 142,051 136,071 Investment in marketable securities 32,049 21,429 Tenant and other receivables, net of allowance of $17,325 and $14,341 in 2013 and 2012, respectively 60,393 55,855 Related party receivables 8,530 7,531 Deferred rents receivable, net of allowance of $30,333 and $29,580 in 2013 and 2012, respectively 386,508 340,747 Debt and preferred equity investments, net of discounts and deferred origination fees of $18,593 and $22,341 in 2013 and 2012, and allowance of $1,000 and $7,000 in 2013 and 2012, respectively 1,304,839 1,348,434 Investments in unconsolidated joint ventures 1,113,218 1,032,243 Deferred costs, net 267,058 261,145 Other assets 750,123 718,326 Total assets $ 14,959,001 $ 14,386,296 Liabilities Mortgages and other loans payable $ 4,860,578 $ 4,615,464 Revolving credit facility 220,000 70,000 Term loan and senior unsecured notes 1,739,330 1,734,956 Accrued interest payable and other liabilities 114,622 81,080 Accounts payable and accrued expenses 145,889 159,598 Deferred revenue 263,261 312,995 Capitalized lease obligations 47,671 37,518 Deferred land leases payable 22,185 20,897 Dividend and distributions payable 52,255 37,839 Security deposits 61,308 46,253 Liabilities related to assets held for sale — 136 Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities 100,000 100,000 Total liabilities 7,627,099 7,216,736 Commitments and contingencies — — Series G Preferred Units, $25.00 liquidation preference, 1,902 issued and outstanding at both December 31, 2013 and 2012 47,550 47,550 Series H Preferred Units, $25.00 liquidation preference, 80 issued and outstanding at both December 31, 2013 and 2012 2,000 2,000 Capital SLGOP partners' capital: Series C Preferred Units, $25.00 liquidation preference, 7,700 issued and outstanding at December 31, 2012 — 180,340 Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both December 31, 2013 and 2012 221,932 221,965 SL Green partners' capital (979 and 940 general partner common units and 94,014 and 90,310 limited partner common units outstanding at December 31, 2013 and 2012, respectively) 6,506,747 6,189,529 Limited partner interests in SLGOP (2,902 and 2,760 limited partner common units outstanding at December 31, 2013 and 2012, respectively 77,864 71,524 Accumulated other comprehensive loss (15,662 ) (30,649 ) Total SLGOP partners' capital 6,790,881 6,632,709 Noncontrolling interests in other partnerships 491,471 487,301 Total capital 7,282,352 7,120,010 Total liabilities and capital $ 14,959,001 $ 14,386,296 Year Ended December 31, 2013 2012 2011 Revenues Rental revenue, net $ 1,080,684 $ 1,062,682 $ 947,479 Escalation and reimbursement 169,529 165,156 143,544 Investment income 193,843 119,155 120,418 Other income 25,021 35,736 35,418 Total revenues 1,469,077 1,382,729 1,246,859 Expenses Operating expenses (including $18,728 (2013), $17,274 (2012) and $15,041 (2011) of related party expenses) 293,514 292,392 257,938 Real estate taxes 218,832 209,337 173,154 Ground rent 39,926 37,866 32,919 Interest expense, net of interest income 330,215 329,897 285,248 Amortization of deferred financing costs 16,695 19,450 14,108 Depreciation and amortization 337,692 325,737 271,306 Loan loss and other investment reserves, net of recoveries — 564 6,722 Transaction related costs, net of recoveries 3,987 5,625 5,561 Marketing, general and administrative 86,192 82,840 80,103 Total expenses 1,327,053 1,303,708 1,127,059 Income from continuing operations before equity in net income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, (loss) gain on sale of investment in marketable securities, depreciable real estate reserves and (loss) gain on early extinguishment of debt 142,024 79,021 119,800 Equity in net income from unconsolidated joint ventures 9,921 76,418 1,583 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 3,601 37,053 2,918 Purchase price fair value adjustment (2,305 ) — 498,195 (Loss) gain on sale of investment in marketable securities (65 ) 4,940 4,866 Depreciable real estate reserves — — (5,789 ) (Loss) gain on early extinguishment of debt (18,518 ) (6,978 ) 904 Income from continuing operations 134,658 190,454 622,477 Net income from discontinued operations 1,725 12,619 8,560 Gain on sale of discontinued operations 14,900 6,627 46,085 Net income 151,283 209,700 677,122 Net income attributable to noncontrolling interests in other partnerships (10,629 ) (5,591 ) (15,083 ) Preferred unit distributions (2,260 ) (2,107 ) — Net income attributable to SLGOP 138,394 202,002 662,039 Preferred unit redemption costs (12,160 ) (10,010 ) — Perpetual preferred unit distributions (21,881 ) (30,411 ) (30,178 ) Net income attributable to SLGOP common unitholders $ 104,353 $ 161,581 $ 631,861 Amounts attributable to SLGOP common unitholders: Income from continuing operations $ 86,432 $ 105,282 $ 76,103 Purchase price fair value adjustment (2,305 ) — 498,195 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 3,601 37,053 2,918 Net income from discontinued operations 1,725 12,619 8,560 Gain on sale of discontinued operations 14,900 6,627 46,085 Net income $ 104,353 $ 161,581 $ 631,861 Basic earnings per unit: Income from continuing operations before gains on sale and discontinued operations $ 0.89 $ 1.14 $ 6.70 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.04 0.40 0.03 Net income from discontinued operations 0.02 0.14 0.10 Gain on sale of discontinued operations 0.15 0.07 0.54 Net income attributable to SLGOP common unitholders $ 1.10 $ 1.75 $ 7.37 Diluted earnings per unit: Income from continuing operations before gains on sale and discontinued operations $ 0.88 $ 1.13 $ 6.67 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 0.04 0.40 0.03 Net income from discontinued operations 0.02 0.14 0.10 Gain on sale of discontinued operations 0.16 0.07 0.53 Net income attributable to SLGOP common unitholders $ 1.10 $ 1.74 $ 7.33 Basic weighted average common units outstanding 95,004 92,526 85,747 Diluted weighted average common units and common unit equivalents outstanding 95,266 92,873 86,244 Year Ended December 31, 2013 2012 2011 Net income $ 151,283 $ 209,700 $ 677,122 Other comprehensive income (loss): Change in net unrealized gain (loss) on derivative instruments, including SLGOP's share of joint venture net unrealized gain (loss) on derivative instruments 13,490 2,127 (3,346 ) Change in unrealized gain (loss) on marketable securities 1,497 (3,657 ) (2,731 ) Other comprehensive income (loss) 14,987 (1,530 ) (6,077 ) Comprehensive income 166,270 208,170 671,045 Net income attributable to noncontrolling interests (10,629 ) (5,591 ) (15,083 ) Comprehensive income attributable to SLGOP $ 155,641 $ 202,579 $ 655,962 SL Green Operating Partnership Unitholders General Partner Limited Partners Accumulated
Other
Comprehensive
Income (Loss) Total Balance at December 31, 2010 $ 274,022 $ 96,321 $ — 78,307 $ 4,573,565 1,249 $ 42,556 $ (23,042 ) $ 518,460 $ 5,481,882 Net income 22,300 7,878 617,232 14,629 15,083 677,122 Other comprehensive loss (6,077 ) (6,077 ) Preferred distributions (22,300 ) (7,878 ) (30,178 ) Issuance of common units 1,530 60,443 60,443 Redemption of units and DRIP proceeds 13 898 (12 ) (866 ) 32 Deferred compensation plan and stock award, net 262 (4,787 ) (2 ) (4,787 ) Amortization of deferred compensation plan 33,252 33,252 Consolidation of real estate investments (1,001 ) 87,798 86,797 Contributions—net proceeds from common stock offering 6,957 531,306 531,306 Contributions—proceeds from stock options exercised 244 10,037 10,037 Distributions to noncontrolling interests (143,579 ) (143,579 ) Cash distribution declared ($0.55 per common unit, none of which represented a return of capital for federal income tax purposes) (46,647 ) (1,264 ) (47,911 ) Balance at December 31, 2011 274,022 96,321 — 85,783 5,714,856 2,765 114,497 (29,119 ) 477,762 6,648,339 Net income 20,290 4,266 5,855 165,994 5,597 5,591 207,593 Other comprehensive loss (1,530 ) (1,530 ) Preferred distributions (20,290 ) (4,266 ) (5,855 ) (30,411 ) Issuance of common units 801 42,239 42,239 DRIP proceeds 1,305 99,570 99,570 Redemption of units 1,096 87,513 (1,096 ) (87,513 ) — Redemption of preferred units (93,682 ) (96,321 ) (10,010 ) (200,013 ) Deferred compensation plan and stock award, net 43 (13,428 ) 290 (13,428 ) Amortization of deferred compensation plan 28,742 28,742 Consolidation of real estate investments 25,894 25,894 Contributions—net proceeds from preferred stock offering 221,965 221,965 Contributions—net proceeds from common stock offering 2,640 201,279 201,279 Contributions—proceeds from stock options exercised 383 13,173 13,173 Distributions to noncontrolling interests (21,946 ) (21,946 ) Cash distribution declared ($1.08 per common unit, none of which represented a return of capital for federal income tax purposes) (98,160 ) (3,296 ) (101,456 ) Balance at December 31, 2012 180,340 — 221,965 91,250 6,189,529 2,760 71,524 (30,649 ) 487,301 7,120,010 Net income 6,932 14,949 113,490 3,023 10,629 149,023 Other comprehensive income 14,987 14,987 Preferred distributions (6,932 ) (14,949 ) (21,881 ) Issuance of common units 381 24,750 24,750 DRIP proceeds — 67 67 Redemption of units 239 17,287 (239 ) (17,287 ) — Redemption of preferred units (180,340 ) (12,160 ) (192,500 ) Preferred units issuance costs (33) (33 ) Deferred compensation plan and stock award, net 135 166 166 Amortization of deferred compensation plan 26,329 26,329 Contribution to consolidated joint venture interest 8,164 8,164 Contributions—net proceeds from common stock offering 3,062 290,699 290,699 Contributions-treasury shares 83 7,120 7,120 Contributions—proceeds from stock options exercised 224 12,904 12,904 Distributions to noncontrolling interests (14,623 ) (14,623 ) Cash distribution declared ($1.49 per common unit, none of which represented a return of capital for federal income tax purposes) (138,684 ) (4,146 ) (142,830 ) Balance at December 31, 2013 $ — $ — $ 221,932 94,993 $ 6,506,747 2,902 $ 77,864 $ (15,662 ) $ 491,471 $ 7,282,352 Years Ended December 31, 2013 2012 2011 Operating Activities Net income $ 151,283 $ 209,700 $ 677,122 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 357,599 351,539 292,311 Equity in net income from unconsolidated joint ventures (9,921 ) (76,418 ) (1,583 ) Distributions of cumulative earnings from unconsolidated joint ventures 34,997 91,145 11,185 Equity in net gain on sale of interest in unconsolidated joint venture interest/ real estate (3,601 ) (37,053 ) (2,918 ) Purchase price fair value adjustment 2,305 — (498,195 ) Depreciable real estate reserves 2,150 — 5,789 Gain on sale of discontinued operations (14,900 ) (6,627 ) (46,085 ) Gain on sale of debt securities — — (19,840 ) Loan loss and other investment reserves, net of recoveries — 564 6,722 Gain on sale of investments in marketable securities — (4,940 ) (4,866 ) Loss (gain) on early extinguishment of debt 10,963 6,978 (904 ) Deferred rents receivable (56,739 ) (66,079 ) (87,230 ) Other non-cash adjustments (37,843 ) (18,868 ) 523 Changes in operating assets and liabilities: Restricted cash—operations 2,037 (13,812 ) (681 ) Tenant and other receivables (7,570 ) (10,998 ) (4,720 ) Related party receivables (917 ) (3,529 ) 2,461 Deferred lease costs (52,228 ) (48,368 ) (38,412 ) Other assets 2,904 (35,932 ) 4,029 Accounts payable, accrued expenses and other liabilities (1,473 ) 9,389 10,704 Deferred revenue and land leases payable 7,157 62 1,706 Net cash provided by operating activities 386,203 346,753 307,118 Investing Activities Acquisitions of real estate property (594,595 ) (544,568 ) (446,756 ) Additions to land, buildings and improvements (196,571 ) (148,148 ) (159,100 ) Escrowed cash—capital improvements/acquisition deposits (7,672 ) (70,080 ) 29,281 Investments in unconsolidated joint ventures (150,274 ) (215,174 ) (109,920 ) Distributions in excess of cumulative earnings from unconsolidated joint ventures 42,720 127,876 112,359 Net proceeds from disposition of real estate/joint venture interest 227,615 178,485 160,548 Proceeds from sale of marketable securities 2,370 11,070 40,248 Purchases of marketable securities (11,493 ) (6,660 ) (28,570 ) Other investments (43,163 ) (36,750 ) 537 Debt and preferred equity and other investments, net of repayments/participations 102,628 (459,454 ) (332,482 ) Net cash used in investing activities (628,435 ) (1,163,403 ) (733,855 ) Financing Activities Proceeds from mortgages and other loans payable 1,257,172 1,230,167 826,000 Repayments of mortgages and other loans payable (1,085,220 ) (688,065 ) (765,378 ) Proceeds from revolving credit facility and senior unsecured notes 1,164,000 1,751,480 1,901,068 Repayments of revolving credit facility and senior unsecured notes (1,020,215 ) (1,581,554 ) (2,043,144 ) Contributions of proceeds from stock options exercised and DRIP issuance 12,971 112,743 10,211 Contributions of net proceeds from sale of common stock 290,699 201,279 516,168 Contributions of net proceeds from sale of preferred stock — 221,965 — Redemption of preferred units (192,533 ) (200,013 ) — Sale or purchase of treasury stock 7,120 (14,150 ) (5,486 ) Distributions to noncontrolling interests in other partnerships (14,623 ) (21,946 ) (143,578 ) Contributions from noncontrolling interests in other partnerships 8,164 25,894 — Distributions paid on common and preferred units (152,553 ) (124,534 ) (64,593 ) Other obligations related to mortgage loan participations — 5,000 35,850 Deferred loan costs and capitalized lease obligation (16,042 ) (49,824 ) (35,019 ) Net cash provided by financing activities 258,940 868,442 232,099 Net increase (decrease) in cash and cash equivalents 16,708 51,792 (194,638 ) Cash and cash equivalents at beginning of year 189,984 138,192 332,830 Cash and cash equivalents at end of year $ 206,692 $ 189,984 $ 138,192 Supplemental cash flow disclosures: Interest paid $ 325,903 $ 322,469 $ 277,109 Income taxes paid $ 2,666 $ 17 $ 138 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Issuance of common stock as deferred compensation $ 164 $ 722 $ 699 Issuance of units in the Operating Partnership 24,750 42,239 62,443 Redemption of units in the Operating Partnership 17,287 87,513 865 Derivative instruments at fair value 636 92 1,870 Assignment of debt investment to joint venture — 25,362 286,571 Mortgage assigned to joint venture — — 30,000 Tenant improvements and capital expenditures payable 502 1,738 3,990 Accrued acquisition liabilities — — 34,500 Assumption of mortgage loans 84,642 — 943,767 Consolidation of real estate investments and other adjustments 90,934 — 1,156,929 Consolidation of real estate investments—noncontrolling interest in other partnerships — — 87,264 Repayment of mezzanine loans — 13,750 — Redemption of Series E units — 31,698 — Repayment of financing receivable — 28,195 — Investment in joint venture — 5,135 — Capital leased asset 9,992 28,132 — Deconsolidation of a subsidiary — 104,107 — Transfer to net assets held for sale — 4,901 — Transfer to liabilities related to net assets held for sale — 136 — Issuance of preferred units — 47,550 — 2012
2013whichthat are wholly-owned by us are conducted through SL Green Management LLC which is 100% owned by us.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 SLGOPthe Company and all entities owned or controlled by SLGOP.SL Green'sour assets are held by, and itsour operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As of December 31, 2012,2013, noncontrolling investors held, in the aggregate, a 2.94% common2.96% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership. See Note 13, "Capital.11, "Noncontrolling Interests on the Company's Consolidated Financial Statements."our wholly-owned subsidiaries.2012,2013, we owned the following interests in commercial office propertiesbuildings in the New York Metropolitan area, primarily in midtown Manhattan, a borough of New York City. Our investments in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey, which are collectively known as the Suburban assets:properties:Location Ownership Square Feet (unaudited) Manhattan Consolidated properties 23 17,306,045 94.5 % Unconsolidated properties 9 5,934,434 96.6 % Suburban Consolidated properties 26 4,087,400 79.8 % Unconsolidated properties 4 1,222,100 87.2 % 62 28,549,979 92.5 % (1) The weighted average occupancy represents the total leased square feet divided by total available rentable square feet. Ownership Number of
Properties Square Feet Weighted
Average
Occupancy(1) Consolidated properties 27 18,347,945 93.8 % Unconsolidated properties 9 5,934,434 95.0 %
25
3,863,000
79.9
% Unconsolidated properties 5 1,539,700 84.7 % 66 29,685,079 91.7 % (1)The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.2012,2013, we also owned investments in 15 stand-alone16 retail properties encompassing approximately 473,764875,800 square feet 16(unaudited), 20 development propertiesbuildings encompassingSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20121. Organization and Basis of Presentation (Continued)2,617,491two(unaudited), four residential propertiesbuildings encompassing 385801 units (approximately 430,482719,900 square feet), feet (unaudited)) and two land interests and 31encompassing approximately 961,400 square feet (unaudited). The Company also has ownership interests in 28 west coast office properties encompassing approximately 4,473,60352 buildings totaling 3,654,300 square feet.feet (unaudited). In addition, we manage two office propertiesbuildings owned by third parties and affiliated companies encompassing approximately 626,415 rentable626,400 square feet.feet (unaudited). As of December 31, 2012,2013, we also held debt and preferred equity investments with a book value of $1.4 billion.ourthe partnership agreement of the Operating Partnership, or the Operating Partnership agreement,Agreement, we allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners. As ourthe managing general partner SL Green isof the Operating Partnership, we are required to take such reasonable efforts, as determined by itus in itsour sole discretion, to cause usthe Operating Partnership to distribute sufficient amounts to enable the payment of sufficient dividends by the Companyus to minimize any Federal income or excise tax at the Company level. Under the Operating Partnership agreement, Agreement, to cause us to redeem units of limited partnership interests for cash, or if the Companywe so elects,elect, shares of SL Green's common stock on a one-for-oneone-for-one basis.20122013 and 20112012 are approximately $607.4$605.9 million and $446.4$607.4 million, respectively, related to our consolidated VIEs. Included in mortgages and other loans payable on our consolidated balance sheets for the years ended December 31, 20122013 and 20112012 are approximately $379.6$370.9 million and $279.3$379.6 million, respectively, related to our consolidated VIEs.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)Dispositions and Assets Held for Sale.Dispositions."Category Term Building (fee ownership) 40 years Building improvements shorter of remaining life of the building or useful life Building (leasehold interest) lesser of 40 years or remaining term of the lease Property under capital lease remaining lease term Furniture and fixtures four to seven years Tenant improvements shorter of remaining term of the lease or useful life $306.8$309.4 million $254.5, $301.0 million and $207.1$249.0 million for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively.In addition, we assess our investments in unconsolidated joint ventures for recoverability, and if it isSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)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 the joint venture's projected discounted cash flows. During 2010, we recorded a $2.8 million impairment charge on one of our equity investments. During 2011, we recorded a $5.8 million impairment charge in connection with the expected sale of one of our equity investments. These charges are included in depreciable real estate reserves in the consolidated statements of income. See Note 6, "Investments in Unconsolidated Joint Ventures." We do not believe that the values of any of our consolidated properties or equity investments were impaired at 2012. FASB guidance requires the acquiring entity in a business combination to measureThe guidance also requires that acquisition- related transaction costs be expensed as incurred, acquired research and development value be capitalized and acquisition-related restructuring costs be capitalized only if they meet certain criteria. As such, weWe expense acquisition-related transaction costs as incurred, which are included in transaction related costs on our consolidated statements of income., below- and at-marketbelow-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 years. The valueSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)$10.5$13.5 million $19.8, $10.4 million and $22.7$19.6 million in rental revenue for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively, for the amortization of aggregate below-market leases in excess of above-market leases and a reduction in lease origination costs, resulting from the allocation of the purchase price of the applicable properties. The increase in rental revenue for the year ended December 31, 2013 is net of approximately $6.8 million resulting from the write-off of above-market and in-place balances associated with a former tenant. We recognized a reduction in interest expense for the amortization of the above-market rate mortgages assumed of approximately $1.8$5.3 million $5.9, $1.8 million and $2.7$5.9 million for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively.20122013 and 2011 (amounts in2012 (in thousands):December 31, December 31,
2012 December 31,
2011 2013 2012 $ 725,861 $ 673,495 $ 746,704 $ 725,861 (263,107 ) (193,442 ) (343,339 ) (263,107 ) $ 462,754 $ 480,053 $ 403,365 $ 462,754 $ 651,921 $ 622,029 $ 671,380 $ 651,921 (357,225 ) (290,893 ) (429,138 ) (357,225 ) $ 294,696 $ 331,136 $ 242,242 $ 294,696 revenue or depreciation expense)revenue), for each of the five succeeding years is as follows (amounts in(in thousands): $ (268 ) 390 $ (1,984 ) 1,223 (2,464 ) 3,415 (4,632 ) 3,273 (3,758 ) 2018 (4,763 ) SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)(amounts in(in thousands): $ 16,622 12,887 $ 14,938 8,843 10,387 5,556 6,878 4,445 5,482 2018 3,978 Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based onassumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy). We determined the fair value of our current investments in marketable securities using Level 1, Level 2 and Level 3 inputs. Additionally, we determined the valuation allowance for loan losses based on Level 3 inputs. See Note 5, "Debt and Preferred Equity Investments." The estimated fair values of tangible and intangible assets and liabilities recorded in connection with business combinations are based on Level 3 inputs. We estimate fair values based on cash flow projections utilizing appropriate discount and/or capitalization rates and available market information. We determine impairment in real estate investments and debt and preferred equity investments, including intangibles, utilizing cash flow projections that apply estimated revenue and expense growth rates, discount rates and capitalization rates, which are classified as Level 3 inputs. We use the following methods and assumptions in estimating fair value disclosures foraccompanying notes to consolidated financial instruments.
statements.•Cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and other assets and liabilities: The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and other assets and liabilities reported in our consolidated balance sheets approximates fair value due to the short-term nature of these instruments.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)•Debt and preferred equity investments: The fair value of debt and preferred equity investments 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. See "Reserve for Possible Credit Losses" below regarding valuation allowances for loan losses.•Derivative instruments: 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.•Mortgage and other loans payable and other debt: The fair value of borrowings is estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us. The methodologies used for measuring fair value have been categorized into three broad levels as follows: Level 1—Quoted prices in active markets for identical instruments. Level 2—Valuations based principally on other observable market parameters, including•Quoted prices in active markets for similar instruments,•Quoted prices in less active or inactive markets for identical or similar instruments,•Other observable inputs (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates), and•Market corroborated inputs (derived principally from or corroborated by observable market data). Level 3—Valuations based significantly on unobservable inputs.•Valuations based on third-party indications (broker quotes or counterparty quotes) which were, in turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations.•Valuations based on internal models with significant unobservable inputs. These levels form a hierarchy. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. The classifications are based on the lowest level of input that is significant to the fair value measurement. Included in accumulated other comprehensive loss at December 31, 2012 and 2011 is approximately $3.4 million and $7.1 million, respectively, in net unrealized gains related to marketable securities.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued) During the years ended December 31, 2012, 2011 and 2010, we disposed of certain of our marketable securities for aggregate net proceeds of $6.8 million, $6.2 million and $2.8 million and realized gains of $4.9 million, $4.5 million and $1.9 million, respectively, which are included in gain (loss) on investment in marketable securities on the consolidated statements of income. During the years ended December 31, 2011 and 2010, we sold $22.5 million and $41.9 million of Level 3 securities and realized a gain of $0.4 million and a loss of $1.1 million, respectively, which are also included in gain (loss) on investment in marketable securities on the consolidated statements of income. There were no sales of Level 3 securities during the year ended December 31, 2012.20122013 and 2011,2012, we held the following marketable securities (amounts in(in thousands): December 31, 2012 2011 $ 2,202 $ 8,065 15,575 13,369 3,652 3,889 $ 21,429 $ 25,323 December 31, 2013 2012 Equity marketable securities $ 4,307 $ 2,202 Commercial mortgage-backed securities 24,419 15,575 Rake bonds 3,323 3,652 Total marketable securities available-for-sale $ 32,049 $ 21,429 Level 3commercial mortgage-backed securities was $3.7$23.0 million and $3.9$13.7 million at December 31, 20122013 and 2011,2012, respectively.Level 3 securitiescost basis of the rake bonds was $3.6 million and $3.7 million at December 31, 2013 and 2012, respectively. These bonds mature at various times through 2030.Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in net income (loss) of unconsolidated joint ventures over the joint venture term or 10 years where the joint venture has an infinite life. Equity income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable forSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)$218.4a master leaseleases at anothertwo other joint venture.ventures. See Note 6, "Investments in Unconsolidated Joint Ventures."$11.0$12.4 million $9.6, $11.0 million and $8.6$9.6 million of their compensation for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively, was capitalized and is amortized over an estimated average lease term of seven years.management recordswe record amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, management recordswe record amounts reimbursed by tenants as a reduction of the capital asset. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management recordswe record our contribution towards those improvements as a lease incentive, which is included in deferred leasing costs on our consolidated balance sheets and amortized as a reduction to rental revenue on aSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued) accompanying consolidated balance sheets. We establish, on a current basis, an allowance for future potential tenant credit losses, which may occur against this account. The balance reflected on the consolidated balance sheet is net of such allowance. and principal becomes doubtful. Interest income recognition is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. Interest is recorded as income on impaired loans only to the extent cash is received. Several of the 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 and outstanding principal are ultimately collectible, based on the underlying collateral and operations of the borrower. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)$3.0$3.0 million $10.9 and $10.9 million and $19.8 million on investments being held to maturity during the years ended December 31, 2012 and 2011, and 2010, respectively. During 2010, we recorded loan loss reserves and charge-offs of $1.0 million against our held for sale investment. We also recorded recoveries of approximately $2.4$2.4 million $4.4 and $4.4 million and $3.7 million during the years ended December 31, 2012 2011 and 2010,2011, respectively, in connection with the sale of our investments. This is included in loan loss and other investment reserves, net of recoveries inon the accompanying consolidated statements of income.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)inon the accompanyingconsolidated balance sheets.accompanying consolidated financial statements of income relates to the Operating Partnership'sPartnership’s consolidated taxable REIT subsidiaries. We may also be subject to certain state, local and franchise taxes.SL Green haswe have elected, and may elect in the future, elect, to treat certain of itsour existing or newly created corporate subsidiaries as taxable REIT subsidiaries, or a TRS. In general, a TRS of SL Green may perform non-customary services for itsthe tenants of the Company, hold assets that SL Greenwe cannot hold directly and generally may engage in any real estate or non-real estate related business. SL Green's TRS's generate income, resulting in Federal income tax liability for these entities. SL Green's TRS's, which are consolidated into SLGOP, generateThe TRS generates income, resulting in Federal and state income tax liability for these entities. SL Green's TRS'szero, zero$4.4 million. There were no Federal, state and $0.9 million duringlocal tax provisions for the years ended December 31, 2012 2011 and 2010, respectively, and made estimated tax payments of zero, $0.1 million and $1.0 million during the years ended December 31, 2012, 2011 and 2010, respectively.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued) SL Green has13, "Capital.14, "Share-based Compensation." All employees of SL Green are compensated through a subsidiary of SLGOP. SL Green's employee and director compensation plans are described below. Under each plan, whenever SL Green issues common or preferred stock, we issue an equivalent number of operating partnership units of a corresponding class to SL Green. SL Green'soption-pricingoption pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because SL Green'sour plan has characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in SL Green'sour opinion, the existing models do not necessarily provide a reliable single measure of the fair value of SL Green'sour employee stock options.SL Green'sOur policy is to grant options with an exercise price equal to the quoted closing market price of SL Green's commonour stock on the grant date. Awards of stock or restricted stock are expensed as compensation over the benefit period based on the fair value of the stock on the grant date.SL Green'sour share-based incentive compensation plans, we accept the return of shares of SL Green'sthe Company's common stock, at the current quoted market price, from certain key employee to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued)our units of limited partnership interest in the Operating Partnership called long-term incentive plan units, or LTIP units. LTIP units, which can be granted either as free-standing awards or in tandem with other awards under SL Green'sour stock incentive plan, are valued by reference to the value of SL Green'sthe Company's common stock at the time of grant, and are subject to such conditions and restrictions as the compensation committee of SL Green'sthe Company's board of directors may determine, including continued employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20122. Significant Accounting Policies (Continued) We present of the Operating Partnershipstockunits that receive nonforfeitable dividends similar to shares of common stock.units. Diluted EPU reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units, where such exercise or conversion would result in a lower EPU amount. The dilutive effect of the outstanding nonvested shares of SL Green common stock, or nonvested shares, and restricted stock units, or RSUs, that have not yet been granted, but are contingently issuable under the share-based compensation programs, is reflected in the weighted average diluted shares calculation by application of the treasury stock method at the beginning of the quarterly period in which all necessary conditions have been satisfied. The dilutive effect of stockunit options is reflected in the weighted average diluted outstanding units calculation by application of the treasury stock method. There is no dilutive effect for the exchangeable senior debenturesnotes as the conversion premium will be paid in cash.Island,Island. Westchester County, Connecticut, Northern New Jersey and the west coast. The tenants located in our buildings operate in various industries. Other than three tenants who account for approximately 6.9%7.5%, 6.4%6.6% and 6.0%6.1% of our share of annualized cash rent, respectively, no other tenant in our portfolio accounted for more than 1.9%2.2% of our annualized cash rent, including our share of joint venture annualized rent, atSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)201220132. Significant Accounting Policies (Continued)December 31, 2012.. Approximately 10%10.6%, 8%7.8%, 7%7.7% and 6%6.4% of our annualized cash rent for consolidated properties was attributable to 1515 Broadway, 919 Third Avenue, 1185 Avenue of the Americas and One Madison Avenue, respectively, for the year ended December 31, 2012.2013. Approximately 10%10.2%, 8%8.0%, 7%7.1% and 7%6.2% of our annualized cash rent for consolidated properties was attributable to 1515 Broadway, 919 Third Avenue, 1185 Avenue of the Americas and One Madison Avenue, respectively, for the year ended December 31, 2011.2012. Approximately 10%10.3%, 9%8.3%, 7%7.2%, 7% and 6%6.5% of our annualized rent for consolidated properties was attributable to 1515 Broadway, 919 Third Avenue, 1185 Avenue of the Americas and One Madison Avenue, 420 Lexington Avenue and 485 Lexington Avenue, respectively, for the year ended December 31, 2010.2011. In addition, twothree debt and preferred equity investments accounted for more than 10.0% of the income earned on debt and preferred equity investments during 2012.2013. As of December 31, 2012,2013, approximately 74.8%73.9% of our workforce is covered by three collective bargaining agreements. Approximately 77.2%77.3% of our workforce which services substantially all of our properties is covered by a collective bargaining agreement which expires in 2015. See Note 14, "Employee Benefits.20, "Benefits Plans."operations.in substancein-substance real estate as a result of default on the subsidiary's nonrecourse debt, the reporting entity must apply the accounting guidance for sales of real estate to determine whether it should derecognize the in substancein-substance real estate. The reporting entity is precluded from derecognizing the real estate until legal ownership has been transferred to the lender to satisfy the debt. The guidance iswas effective for calendar year-end public and nonpublic companies in 2013 and is to be applied on a prospective basis. Early adoption of the guidance is permitted. Adoption of this guidance isdid not expected to have a material impact on our consolidated financial statements.iswas effective for calendar year-end public companies in 2013 beginning in the first quarter of 2013 and is to be applied on a prospective basis. Earlyits adoption of the guidance is permitted. Adoption of this guidance willdid not have a material impact on our consolidated financial statements. 315 West 33 Street(1) Assemblage of Retail Development Properties on Fifth Avenue(1) 16 Court Land $ 116,033 $ 43,800 $ 19,217 $ 10,865 Building and building leasehold 270,742 102,200 63,210 44,035 Above market lease value — — 5,122 — Acquired in-place leases — — 9,422 — Other assets, net of other liabilities — — 3,380 — Assets acquired 386,775 146,000 100,351 54,900 Mark-to-market assumed debt — — 294 — Below market lease value — — 3,885 — Liabilities assumed — — 4,179 — Purchase price allocation $ 386,775 $ 146,000 $ 96,172 $ 54,900 Net consideration funded by us at closing, excluding consideration financed by debt $ 386,775 $ 146,000 $ 4,000 $ 21,782 Equity and/or debt investment held $ — $ — $ 13,835 $ — Debt assumed $ — $ — $ 84,642 $ — SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20123. Property Acquisitions(1) We are currently in the process of analyzing the purchase price allocation and, as such, we have not allocated any value to intangible assets such as above- and below-market lease or in-place leases. In December 2012, we acquired a 68,000 square foot (unaudited) mixed use retail, office and residential building located at 131-137 Spring Street for $122.3 million. We are currently in the process of analyzing the fair value of the in-place leases; and consequently, no value has yet been assigned to the leases. Therefore, the purchase price allocation is preliminary and subject to change.$18.0 million.$18.0 million.99-year99-year leasehold position covering an 82,250 square foot (unaudited), 96 unit residential building located at 1080 Amsterdam Avenue, which we plan to redevelopare developing into a luxury residential units.$173.0 million.$173.0 million.$135.0 million.$135.0 million. The property was acquired with approximately $102.0$102.0 million in cash and $33.0$33.0 million in our units of limited partnership interest.$193.1$193.1 million, inclusive of ourthe issuance of $47.6$47.6 million aggregate liquidation preference of 4.5% Series G preferred unitsPreferred Units of limited partnership interest.interest of the Operating Partnership. Simultaneous with the closing, we financed the multifamily component, which encompasses 385 units and 488,000 square feet (unaudited), with an aggregate 12-year $100.012 years$100.0 million fixed rate mortgage which bears interest at 4.125%4.1% and one of the retail properties financed with a 5-year $8.55-year $8.5 million fixed rate mortgage which bears interest at 3.75%3.8%. We hold an 80%80.0% interest in this joint venture which we consolidate as it is a VIE and we have been designated as the primary beneficiary. In February 2013, we sold one of the retail properties, which is further described in Note 4, "Property Dispositions."SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20123. Property Acquisitions (Continued) �� (amounts in(in thousands): 635 - 641
Sixth
Avenue 304 Park
Avenue
South Stonehenge
Properties 985-987 Third Avenue 131-137 Spring Street $ 69,848 $ 54,189 $ 65,533 $ 5,400 $ 27,021 $ 69,848 $ 54,189 $ 65,533 104,474 75,619 128,457 12,600 105,342 104,474 75,619 128,457 — 2,824 594 — 179 — 2,824 594 7,727 8,265 9,573 — 7,046 7,727 8,265 9,573 — — 2,190 — — — — 2,190 182,049 140,897 206,347 18,000 139,588 182,049 140,897 206,347 — — — — — — — — 9,049 5,897 13,239 — 17,288 9,049 5,897 13,239 9,049 5,897 13,239 — 17,288 9,049 5,897 13,239 $ 173,000 $ 135,000 $ 193,108 $ 18,000 $ 122,300 $ 173,000 $ 135,000 $ 193,108 $ 173,000 $ 135,000 $ 78,121 Net consideration funded by us at closing, excluding consideration financed by debt $ 18,000 $ 122,300 $ 173,000 $ 135,000 $ 78,121 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $80.0$80.0 million, inclusive of ourthe issuance of $2.0$2.0 million, aggregate liquidation preference of 6.0% Series H preferred unitsPreferred Units of limited partnership interest.$41.0$41.0 million in cash and common units of limited partnership interest of the Operating Partnership valued at $31.7 million.$31.7 million. The transaction valued the property at $442.3 million.$442.3 million. In connection with the issuance of these Operating Partnership units, of limited partnership interest, we recorded an $8.3$8.3 million fair value adjustment due to changes in SL Green'sour stock price. Simultaneous with the closing of the recapitalization, the joint venture refinanced the existing $344.2$344.2 million indebtedness with a five-year $280-million$280.0 million mortgage. We consolidate this joint venture, which is a VIE in which we have been designated as the primary beneficiary, due toas a result of the control we exert over leasing activities at the property.$16.0$16.0 million senior mezzanine loan as part of our sale of the condominium unit in 2007. The May 2011 transaction included a consensual modification of that loan. In conjunction with the transaction, we successfully restructured the in-place mortgage financing, which had previously been in default.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20123. Property Acquisitions (Continued)$1.23 billion.$1.2 billion. This valuation was based on a negotiated sales agreement and took into consideration such factors as whether this was a distressed sale and whether a minority discount was warranted. We acquired the interest subject to the $458.8$458.8 million mortgage encumbering the property. We recognized a purchase price fair value adjustment of $475.1$475.1 million upon the closing of this transaction. This property, which we initially acquired in May 2002, was previously accounted for as an investment in unconsolidated joint ventures.City Investment Fund, or CIF's 49.9% interest in 521 Fifth Avenue, thereby assuming full ownership of the 460,000 square-foot (unaudited) building. The transaction valued the consolidated interests at approximately $245.7$245.7 million, excluding $4.5 million of cash and other assets acquired. We acquired the interest subject to the $140.0$140.0 million mortgage encumbering the property. We recognized a purchase price fair value adjustment of $13.8$13.8 million upon the closing of this transaction. In April 2011, we refinanced the property with a new $150.0$150.0 million 2-year two-year mortgage which carries a floating rate of interest of 200 basis points over the 30-day LIBOR.LIBOR. In connection with that refinancing, we acquired the fee interest in the property for $15.0 million.$15.0 million.(amounts in(in thousands): 51 East
42nd Street 180 Maiden
Lane 110 East
42nd Street 1515 Broadway 521 Fifth
Avenue $ 44,095 $ 191,523 $ 34,000 $ 462,700 $ 110,100 33,470 233,230 46,411 707,938 146,686 5,616 7,944 823 18,298 3,318 4,333 29,948 5,396 98,661 23,016 — — �� 27,127 — 87,514 462,645 86,630 1,314,724 283,120 — — — (3,693 ) — 7,514 20,320 2,326 84,417 25,977 7,514 20,320 2,326 80,724 25,977 $ 80,000 $ 442,325 $ 84,304 $ 1,234,000 $ 257,143 $ 81,632 $ 81,835 $ 2,744 $ 259,228 $ 70,000 — — $ 16,000 $ 40,942 $ 41,432 $ — $ — $ 65,000 $ 458,767 $ 140,000 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20123. Property Acquisitions (Continued)2010 Acquisitions In January 2010, we became the sole owner of 100 Church Street, a 1.05 million square-foot (unaudited) office tower located in downtown Manhattan, following the successful foreclosure of the senior mezzanine loan at the property. Our initial investment totaled $40.9 million, which was comprised of a 50% interest in the senior mezzanine loan and two other mezzanine loans at 100 Church Street, which we acquired from Gramercy Capital Corp. (NYSE: GKK), or Gramercy, in the summer of 2007. At closing of the foreclosure, we funded an additional $15.0 million of capital into the project as part of our agreement with Wachovia Bank, N.A. to extend and restructure the existing financing. Gramercy declined to fund its share of this capital and instead transferred its interests in the investment to us at closing. The restructured $139.7 million mortgage carries an interest rate of 350 basis points over the 30-day LIBOR. The restructured mortgage, which was scheduled to mature in January 2013, was repaid in March 2011. In August 2010, we acquired 125 Park Avenue, a Manhattan office tower, for $330 million. In connection with the acquisition, we assumed $146.25 million of in-place financing. The 5.748% interest-only loan matures in October 2014. In December 2010, we completed the acquisition of various investments from Gramercy. This acquisition included (1) the remaining 45% interest in the leased fee at 885 Third Avenue for approximately $39.3 million plus assumed mortgage debt of approximately $120.4 million, (2) the remaining 45% interest in the leased fee at 2 Herald Square for approximately $25.6 million plus assumed mortgage debt of approximately $86.1 million and, (3) the entire leased fee interest in 292 Madison Avenue for approximately $19.2 million plus assumed mortgage debt of approximately $59.1 million. These assets are all leased to third-party operators. In December 2010, we acquired two retail condominiums in Williamsburg, Brooklyn, for approximately $18.4 million. The retail condominiums are fully leased with rent commencement upon completion of the redevelopment work.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20123. Property Acquisitions (Continued) The following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these 2010 acquisitions (amounts in thousands): 100 Church
Street 125 Park
Avenue Gramercy Williamsburg $ 32,494 $ 120,900 $ 501,021 $ 6,200 $ 44,095 $ 191,523 $ 34,000 $ 462,700 $ 110,100 86,806 201,726 — 10,158 Building and building leasehold 33,470 233,230 46,411 707,938 146,686 118 11,282 23,178 2,304 5,616 7,944 823 18,298 3,318 17,380 28,828 217,312 — 4,333 29,948 5,396 98,661 23,016 53,735 — — — Other assets, net of other liabilities — — — 27,127 — 190,533 362,736 741,511 18,662 87,514 462,645 86,630 1,314,724 283,120 — 12,147 22,806 — — — — (3,693 ) — 8,025 20,589 — 277 7,514 20,320 2,326 84,417 25,977 1,674 — 2,091 — 9,699 32,736 24,897 277 7,514 20,320 2,326 80,724 25,977 $ 180,834 $ 330,000 $ 716,614 $ 18,385 $ 80,000 $ 442,325 $ 84,304 $ 1,234,000 $ 257,143 $ 15,000 $ 183,750 $ 86,864 $ 18,385 $ 40,938 $ — $ 111,751 $ — Net consideration funded by us at closing, excluding consideration financed by debt $ 81,632 $ 81,835 $ 2,744 $ 259,228 $ 70,000 Equity and/or debt investment held $ — $ — $ 16,000 $ 40,942 $ 41,432 $ 139,672 $ 146,250 $ 265,604 $ — $ — $ — $ 65,000 $ 458,767 $ 140,000 and Assets Held for SaleOctober 2012,September 2013, we entered into an agreement to sellsold the property located at 44 West 55th300 Main Street, Stamford, Connecticut for $6.3$13.5 million. This transaction closed on February 6,We recorded a $2.2 million impairment charge in the second quarter of 2013.February 2012,August 2013, we sold our leased fee interestthe property located at 292 Madison Avenue333 West 34th, New York, New York for $85.0$220.3 million. We recognized a gain of $6.6$13.8 million on the sale, which is net of a $1.5$3.0 million employee compensation award accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale.May 2011,February 2013, we, along with our joint venture partner, sold our 359,000 square foot (unaudited)the retail property located at 2844 West 44th55th Street, New York, New York for $161.0$6.3 million. We recognized a gain of $46.1$1.1 million on the sale.September 2010,February 2012, we sold our 292,000 square foot (unaudited) property locatedthe leased fee interest at 19 West 44th Street in Manhattan292 Madison Avenue, New York, New York for $123.2 million.$85.0 million. We recognized a gain of $6.6 millionon the sale, of approximately $35.5 million which is net of a $0.5$1.5 million employee compensation award accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale.includesincluded the results of operations of real estate assets sold prior to or held for sale as of December 31, 2012.2013. This includes 19 West 44thincluded 300 Main Street, which was sold in September 2010, 282013, 333 West 44th34th Street, which was sold in May 2011,August 2013, 44 West 55th Street, which was sold in February 2013, 292 Madison Avenue, which was sold in February 2012, and 4428 West 55th44th Street, which is held for sale.was sold in May 2011.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20124. Property Dispositions and Assets Held for Sale (Continued) 2011 and 2010,2011, respectively (amounts in(in thousands). Year Ended December 31, Year Ended December 31, 2012 2011 2010 2013 2012 2011 $ 3,357 $ 12,636 $ 22,912 $ 10,656 $ 18,651 $ 27,093 31 873 4,683 1,292 2,263 2,924 8,189 60 881 8 8,190 121 11,577 13,569 28,476 11,956 29,104 30,138 714 1,654 7,403 Operating expenses 3,643 6,646 7,424 95 1,033 4,776 765 1,224 2,334 Interest expense, net of interest income 461 2,082 4,922 Depreciable real estate reserves 2,150 — — 160 — — — 160 1 1,410 4,253 2,998 Depreciation and amortization 3,212 6,373 6,715 — 172 883 — — 182 82 676 5,326 — 1 26 2,461 7,789 21,412 10,231 16,485 21,578 $ 9,116 $ 5,780 $ 7,064 $ 1,725 $ 12,619 $ 8,560 20122013 and 2011,2012, our debt and preferred equity investments (net of discounts)discounts and deferred origination fees) increased approximately $672.9$601.3 million and $622.5$672.9 million, respectively, due to originations, purchases, accretion of reserves, discounts and paid-in-kind interest. We recorded approximately $298.7 million and $589.4 million in repayments, participations and sales of approximately $644.9 millionand foreclosures$298.7 million, respectively, and loan loss reserves of $3.0zero and $3.0 million during the years ended December 31, 2013 and $10.9 million during those periods,2012, respectively, which offset the increases in debt and preferred equity investments.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)5. Debt and Preferred Equity Investments (Continued) As of December 31, 2012 and 2011,, we held the following debt investments with an aggregate weighted average current yield of approximately 9.79%11.47% at December 31, 2012 (amounts in2013 (in thousands):Loan Type Junior Participation $ 398,500 $ 11,856 $ — March 2015 Mezzanine Loan 205,000 68,319 66,307 February 2016 Mortgage/Mezzanine Loan 166,710 44,742 44,013 May 2016 Mezzanine Loan 177,000 15,012 15,906 May 2016 Junior Participation 133,000 49,000 49,000 June 2016 Mezzanine Loan 165,000 71,312 70,967 November 2016 Mortgage/Mezzanine Loan(1) 1,109,000 80,983 115,804 March 2017 Mezzanine Loan(2) 521,750 20,954 — June 2017 Other Loan 15,000 3,500 3,500 September 2021 Mezzanine Loan(3) 90,000 19,926 — November 2023 Mortgage Loan(4) — — 218,068 — Total fixed rate $ 2,980,960 $ 385,604 $ 583,565 Junior Participation(5) $ 80,932 $ 24,046 $ — February 2014 Junior Participation(6) 57,750 10,873 10,869 June 2014 Mortgage/Mezzanine Loan 330,000 131,724 131,231 July 2014 Mezzanine Loan 180,000 59,892 59,739 August 2014 Mezzanine Loan(7) 89,956 38,549 34,444 October 2014 Mortgage Loan — 30,000 — December 2014 Mezzanine Loan 110,000 49,110 — September 2015 Mezzanine Loan(8) 92,711 27,662 55,336 December 2015 Mezzanine Loan 775,000 72,823 — March 2016 Mezzanine Loan(9) 160,000 22,526 7,624 June 2016 Mezzanine Loan 87,300 25,590 34,761 July 2016 Mezzanine Loan(10) 163,500 25,725 — November 2016 Mezzanine Loan(11) 33,289 11,798 — December 2016 Mortgage/Mezzanine Loan 55,000 20,553 — July 2018 Mortgage Loan — — 14,745 — Mezzanine Loan — — 37,288 — Mortgage/Mezzanine Loan — — 47,253 — Total floating rate $ 2,215,438 $ 550,871 $ 433,290 Total 5,196,398 936,475 1,016,855 Loan loss reserve(12) (1,000 ) (7,000 ) $ 935,475 $ 1,009,855 (1) Interest is added to the principal balance for this accrual only loan. In January 2013, we sold 50% of the mezzanine loan for $57.8 million and recognized additional income of $12.9 million, which is included in investment income on the consolidated statements of income. (2) In October 2013, we entered into a loan participation agreement in the amount of $41.3 million on a $82.5 million mortgage. As a result of the transfer not meeting the conditions for sale accounting, the portion that was participated out has been recorded in other assets and other liabilities in the accompanying consolidated balance sheet. In addition, as of December 31, 2013, we were committed to fund an additional $20.0 million in connection with this loan. December 31,
2012 Senior
Financing December 31,
2012 Carrying
Value, Net of
Discounts December 31,
2011 Carrying
Value, Net of
Discounts Initial
Maturity Date $ 15,000 $ 3,500 $ 3,500 September 2021 1,109,000 115,804 108,817 March 2017 165,000 71,067 40,375 November 2016 133,000 49,000 49,000 June 2016 169,212 46,496 46,416 May 2016 177,000 15,906 17,112 May 2016 205,000 66,544 64,973 February 2016 — 218,068 — — — — 8,725 — — — 11,000 — $ 1,973,212 $ 586,385 $ 349,918 $ 81,000 $ 34,940 $ 34,940 October 2016 55,000 35,000 35,000 July 2016 92,711 56,289 — December 2015 — 47,679 — February 2015 — 15,000 — September 2014 170,000 60,000 60,000 August 2014 330,000 132,000 30,747 July 2014 62,500 37,500 — July 2014 75,000 7,650 7,650 July 2013 60,250 10,875 10,875 June 2013 — — 10,000 — — — 3,000 — — — 8,392 — — — 86,339 — — — 3,196 — $ 926,461 $ 436,933 $ 290,139 2,899,673 1,023,318 640,057 — (7,000 ) (19,125 ) — $ 2,899,673 $ 1,016,318 $ 620,932 (1)Interest is added to the principal balance for this accrual only loan. In January 2013, we sold 50% of the mezzanine loan at 97% of the accrued balance. See Note 21, "Subsequent Events."(3) In November 2013, we entered into a loan participation agreement in the amount of $5.0 million on a $25.0 million mortgage. As a result of the transfer not meeting the conditions for sale accounting, the portion that was participated out has been recorded in other assets and other liabilities in the consolidated balance sheets. (4) In November 2012, we acquired this nonperforming loan with an original balance of $219.0 million subject to interest based on default rate. In connection with the repayment of the loan in May 2013, we recognized additional income of $6.4 million, which is included in investment income on our consolidated statements of income. (5) As of December 31, 2013, we were committed to fund an additional $0.9 million in connection with this loan. (6) In December 2013, the loan was extended to June 2014. (7) As of December 31, 2013, we were committed to fund an additional $11.2 million in connection with this loan. (8) We funded $56.3 million at origination. In June 2013, we sold 50% of our interest in the $85.0 million mezzanine loan. Additionally, in December 2013 we closed on an $8.5 million future funding upsize, bringing our total additional committed funding amount to $22.1 million at December 31, 2013. (9) As part of the refinancing of the related senior mortgage in June 2013, we originated a $30.0 million mezzanine loan and our previous investment in the amount of $15.0 million, including the $7.4 million participated interest, was repaid in full. Following the refinancing, we entered into a loan participation agreement in the amount of $7.4 million on a $30.0 million mortgage. Due to our continued involvement with the loan, the portion that was participated out has been recorded in other assets and other liabilities in the consolidated balance sheets. (10) As of December 31, 2013, we were committed to fund an additional $11.4 million in connection with this loan. (11) As of December 31, 2013, we were committed to fund an additional $0.3 million in connection with this loan. (12) Loan loss reserves are specifically allocated to investments. Our reserves reflect management's judgment of the probability and severity of losses based on Level 3 data. We cannot be certain that our judgment will prove to be correct or that reserves will be adequate over time to protect against potential future losses. SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)5. Debt and Preferred Equity Investments (Continued)(2)In November 2012, we acquired this non-performing loan with an original balance of $219.0 million, which accrues interest at its default rate. We are recognizing income at the original contractual rate.(3)This loan was in default and on non-accrual status. We sold our interest in the loan in February 2012 and recovered $0.4 million against the reserve on this loan.(4)Loan loss reserves are specifically allocated to investments. Our reserves reflect management's judgment of the probability and severity of losses based on Level 3 data. We cannot be certain that our judgment will prove to be correct or that reserves will be adequate over time to protect against potential future losses.(5)In March 2012, we sold our interest in this loan and recovered $2.0 million against the reserve on this loan.(6)As of December 31, 2012, we were committed to fund an additional $15.1 million in connection with this loan.(7)As of December 31, 2012, we were committed to fund an additional $28.7 million in connection with this loan.(8)As of December 31, 2012, we were committed to fund an additional $11.0 million in connection with this loan.(9)As a result of the acquisition of the remaining 50% interest in November 2011 in the joint venture which held an investment in a debt position on the property located at 450 West 33rd Street, we have reclassified our investment as a debt investment. See Note 6, "Investments in Unconsolidated Joint Ventures." As part of the restructuring and refinancing of the related senior mortgage in July 2012, our outstanding investment in the amount of $49.9 million was repaid in full at maturity and we also entered into a loan participation in the amount of $182.0 million on the $462.0 million outstanding senior mortgage which maturity was extended to July 2014. In September 2012, we sold $50 million of our interest in the senior mortgage to a third party.(10)In November 2012, we entered into a loan participation agreement in the amount of $5.0 million on a $37.5 million mortgage. As a result of the transfer not meeting the conditions for sale accounting, the portion that was participated out has been recorded in other liabilities in the accompanying consolidated balance sheet.(11)In November 2011, we entered into a loan participation agreement in the amount of $7.4 million on a $15.0 million mortgage. Due to our continued involvement with the loan, the portion that was participated out has been recorded in other assets and other liabilities in the accompanying consolidated balance sheet.(12)In June 2011, we funded an additional $5.5 million and extended the maturity date of this loan to February 2013. In September 2011, we entered into a loan participation in the amount of $28.5 million on a $31.5 million mortgage and assigned our right as servicer to a third party. In December 2012, the outstanding loan balance, including the participation interest, was paid off.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20125. Debt and Preferred Equity Investments (Continued)(13)In connection with the extension of this loan, a portion of the mezzanine loan was converted to preferred equity. See note 4 to the next table. This mezzanine loan was on non-accrual status as of January 2012. In June 2012, we acquired an additional 38.6% participation interest in this mezzanine loan. As a result of this acquisition, we had complete control over this position and could, therefore, control any restructuring. On July 26, 2012, the mezzanine holders foreclosed out the equity position and as a result, we consolidated the operations of this investment in August and September 2012. In September 2012, we, together with Blackstone Real Estate Partners VII, or Blackstone, Gramercy Capital Corp. and Square Mile Capital Management LLC, formed a joint venture to recapitalize the underlying portfolio of west coast office properties and restructure the senior and mezzanine loans that expired in August 2012. We contributed our debt and preferred equity investment to the joint venture, and accounted for our investment under the equity method as of September 28, 2012 because we no longer controlled the joint venture. We own a 27.63% ownership interest in the joint venture. Blackstone, which has a 56.3% ownership interest in the joint venture, will oversee the portfolio's management and leasing activities through its Equity Office Properties affiliate. See Note 6, "Investments in Unconsolidated Joint Ventures."(14)We hold an 88% interest in the consolidated joint venture that acquired this loan. This investment is denominated in British Pounds. This loan was not repaid on its maturity date and was placed in receivership. The entity that held the property which served as collateral for our loan position was determined to be a VIE under a reconsideration event and we were determined to be the primary beneficiary. As a result of this determination, we consolidated the entity and reclassified the investment to assets held for sale on the consolidated balance sheet in June 2012. In November 2012, the entity that held the property sold the property for $100.0 million (£62.5 million), at which time our note was repaid and we recognized additional income of $8.9 million on the sale of the note.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20125. Debt and Preferred Equity Investments (Continued)Preferred Equity Investments As of December 31, 2012 and 2011, we held the following preferred equity investments with an aggregate weighted average current yield of approximately 10.12%10.91% at December 31, 2012 (amounts in thousands): December 31,
2012 Senior
Financing December 31,
2012 Carrying
Value, Net of
Discounts December 31,
2011 Carrying
Value, Net of
Discounts Initial
Mandatory
Redemption $ 926,260 $ 210,918 $ 203,080 July 2016 57,087 19,136 — April 2016 70,000 10,000 — October 2014 480,000 100,831 141,980 July 2014 — — 51,000 — — — (31,050 ) — $ 1,533,347 $ 340,885 $ 365,010 (1)The difference between the pay and accrual rates is included as an addition to the principal balance outstanding.(2)As of December 31, 2012, we are committed to fund an additional $6.5 million on this loan.(3)This investment was classified as held for sale at June 30, 2009, but as held-to-maturity for all periods subsequent to June 30, 2009. The reserve previously taken against this loan is being accreted up to the face amount through the maturity date. In connection with a recapitalization of the investment, our mezzanine loan was converted to preferred equity in 2011. We also made an additional $50.0 million junior preferred equity loan. This junior preferred equity loan was repaid at par in February 2012.(4)This investment was on non-accrual status. In connection with the extension of this loan, a portion of the mezzanine loan was converted to preferred equity in 2011. In June 2012, we acquired 100% of the interests in the most senior preferred equity position. In September 2012, we reclassified our debt and preferred equity investments, inclusive of related reserves, as investments in unconsolidated joint ventures as part of the recapitalization and refinancing transaction discussed in note 13 of the prior table.(5)Loan loss reserves are specifically allocated to investments. Our reserves reflect management's judgment of the probability and severity of losses based on Level 3 data. We cannot be certain that our judgment will prove to be correct and that reserves will be adequate over time to protect against potential future losses.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)20122013 (in thousands):Type December 31, 2013
Carrying Value,
Net of Discounts and Deferred Origination Fees December 31, 2012
Carrying Value,
Net of Discounts and Deferred Origination Fees $ 525,000 $ 115,198 $ 99,768 July 2015 55,747 25,896 18,925 April 2016 926,260 218,330 209,959 July 2016 Preferred equity 70,000 9,940 9,927 November 2017 $ 1,577,007 $ 369,364 $ 338,579 (1) The difference between the pay and accrual rates is included as an addition to the principal balance outstanding. (2) As of December 31, 2013, the loan is fully funded. 5. Debt and Preferred Equity Investments (Continued) 2011 and 2010 (amounts in2011 (in thousands):December 31, 2012 2011 2010 2013 2012 2011 $ 50,175 $ 61,361 $ 93,844 $ 7,000 $ 50,175 $ 61,361 3,000 10,875 24,418 — 3,000 10,875 (2,436 ) (4,370 ) (3,662 ) — (2,436 ) (4,370 ) (43,739 ) (17,691 ) (53,239 ) (6,000 ) (43,739 ) (17,691 ) $ 7,000 $ 50,175 $ 61,361 $ 1,000 $ 7,000 $ 50,175 2011 and 20102011, all debt and preferred equity investments other than as noted above, were performing in accordance with the terms of the loan agreements.20122013 and 20112012 comprising commercial real estate which is primarily recorded in debt and preferred equity investments. Included in other assets is an additional amount of financing receivables totaling approximately $121.3$172.8 million and $121.3 million at December 31, 2013 and 2012, and $108.7 million at December 31, 2011. The nonaccrual balance of financing receivables at December 31, 2012 and 2011 was zero and $102.6 million, respectively. No financing receivables were 90 days past due at December 31, 2012. The recorded investment for financing receivables past due 90 days associated with two financing receivables was $17.3 million at December 31, 2011. All financing receivables are individually evaluated for impairment.20122013 and 2011,2012, respectively (amounts in(in thousands): December 31, 2012 December 31, 2011 December 31, 2013 December 31, 2012 Unpaid
Principal
Balance Recorded
Investment Allowance
Allocated Unpaid
Principal
Balance Recorded
Investment Allowance
Allocated $ — $ — $ — $ 106,623 $ 83,378 $ — $ — $ — $ — $ — $ — $ — 10,750 10,750 7,000 86,121 81,475 50,175 10,750 10,750 1,000 10,750 10,750 7,000 $ 10,750 $ 10,750 $ 7,000 $ 192,744 $ 164,853 $ 50,175 $ 10,750 $ 10,750 $ 1,000 $ 10,750 $ 10,750 $ 7,000 December 31, 2012 and 2011, respectively (amounts in thousands): Year Ended
December 31, 2012 2011 $ 50,231 $ 191,288 3,712 9,554 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)5. Debt and Preferred Equity Investments (Continued), respectively (in thousands): 2013 2012 Average recorded investment in impaired loans $ 10,881 $ 50,231 Investment income recognized 7,117 3,712 InvestmentInvestments in Unconsolidated Joint Ventures CIF, SITQ, Canada Pension Plan Investment Board, or CPPIB, Prudential Real Estate Investors, or Prudential, Onyx Equities, or Onyx, The Witkoff Group, or Witkoff, Credit Suisse Securities (USA) LLC, or Credit Suisse, Jeff Sutton, or Sutton, Harel Insurance and Finance, or Harel, Louis Cappelli, or Cappelli, The Moinian Group, or Moinian, Vornado Realty Trust (NYSE: VNO), or Vornado, Blackstone Gramercy Capital Corp. (NYSE: GKK),Real Estate Partners VII, or Gramercy, Square Mile Capital Management LLC, or Square Mile,Blackstone, Plaza Global Real Estate Partners LP, or Plaza, Angelo Gordon Real Estate Inc., or AG, as well as private investors. All the investments below are voting interest entities, except for 388 and 390 Greenwich Street, 650 Fifth Avenue, 33 Beekman, 3 Columbus Circle and 180/182 Broadway which are VIEs in which we are not the primary beneficiary. Our net equity investment in these threefive VIEs was $310.7 million and $117.7 million and $161.9 million at December 31, 20122013 and 2011,2012, respectively. As we do not control the joint ventures listed below, we account for them under the equity method of accounting. We assess the accounting treatment for each joint venture on a stand-alone basis. This includes a review of each joint venture or LLC agreement to determine which party has what rights and whether those rights are protective or participating. In situations where we or our partner are involved in some or all of the following: approving the annual budget, receiving a detailed monthly reporting package from us, meeting with us on a quarterly basis to review the results of the joint venture, reviewing and approving the joint venture's tax return before filing, and approving all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights. Our joint venture agreements typically contain certain protective rights such as the requirement of partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20126. Investment in Unconsolidated Joint Ventures (Continued)20122013 (amounts in thousands): Partner Ownership
Interest Economic
Interest Square
Feet Acquired Acquisition
Price($)(1) Prudential 49.90 % 49.90 % 834 02/00 95,800 Sutton 50.00 % 50.00 % 30 07/05 22,400 Onyx/Sutton 45.00 % 63.00 % 30 11/05 4,400 Sutton 50.00 % 50.00 % 41 01/06 30,000 Sutton/Nakash 10.92 % 10.92 % 120 09/06 251,900 Private Investors 42.95 % 42.95 % 526 12/06 285,000 Witkoff/SITQ/Lehman Bros. 32.26 % 32.26 % 674 04/07 520,000 Onyx/Credit Suisse 20.26 % 20.26 % 640 04/07 210,000 CIF 35.00 % 35.00 % 318 07/07 107,500 Onyx 50.00 % 50.00 % 582 09/07 111,500 SITQ 50.60 % 50.60 % 2,600 12/07 1,575,000 Harel/Sutton 25.50 % 25.50 % 71 02/08 43,600 CPPIB 55.00 % 55.00 % 304 05/10 193,000 Private Investor/Sutton 30.00 % 30.00 % 17 12/10 10,800 Cappelli 50.00 % 50.00 % 37 12/10 4,000 Moinian 48.90 % 48.90 % 769 01/11 500,000 Vornado 50.00 % 50.00 % 1,237 03/11 400,000 Sutton 50.00 % 50.00 % 49 08/11 136,550 Harel/Sutton 33.33 % 33.33 % 10 09/11 66,250 Sutton 50.00 % 50.00 % 65 01/12 223,000 CPPIB 55.00 % 55.00 % 390 02/12 252,500 Harel/Naftali 45.90 % 45.90 % 145 08/12 31,000 Blackstone/SquareMile/Gramercy 27.63 % 27.63 % 4,474 09/12 880,103 Plaza 50.50 % 50.50 % 460 11/12 315,000 Private Investors 32.28 % 32.28 % 17 12/12 75,000 Private Investors 35.50 % 35.50 % 148 12/12 45,000 (1)Acquisition price represents the actual or implied gross purchase price for the joint venture.(2)We, along with Onyx, acquired the remaining 50% interest on a pro-rata basis in September 2009. We recorded a $2.8 million depreciable real estate reserve in 2010 against this joint venture investment. In August 2012, Onyx made a capital contribution to the joint venture, which was distributed to us in full redemption of our preferred equity interest.(3)The property is subject to a 13-year triple-net lease arrangement with a single tenant. The lease commenced in 2007.(4)In December 2010, our 180-182 Broadway joint venture with Jeff Sutton announced an agreement with Pace University to convey a long-term ground lease condominium interest to Pace University for 20 floors of student housing. The joint venture also admitted Harel, which contributed $28.1 million to the joint venture, for a 49% partnership interest. In August 2011, the joint venture sold the property located at 63 Nassau Street for $2.8 million.(5)In December 2010, our $12.0 million first mortgage collateralized by 11 West 34th Street was repaid at par, resulting in our recognition of additional income of approximately $1.1 million. Simultaneous with theProperty Partner Acquisition Date 100 Park Avenue Prudential 49.90% 49.90% 834 January 2000 $ 95,800 21 West 34th Street Sutton 50.00% 50.00% 30 July 2005 22,400 1604-1610 Broadway(2) Onyx 70.00% 70.00% 30 November 2005 4,400 717 Fifth Avenue(3) Sutton/Private Investor 10.92% 10.92% 120 September 2006 251,900 800 Third Avenue Private Investors 42.95% 42.95% 526 December 2006 285,000 1745 Broadway Witkoff/SITQ/Lehman Bros. 32.26% 32.26% 674 April 2007 520,000 1 and 2 Jericho Plaza Onyx/Credit Suisse 20.26% 20.26% 640 April 2007 210,000 The Meadows Onyx 50.00% 50.00% 582 September 2007 111,500 388 and 390 Greenwich Street(4) SITQ 50.60% 50.60% 2,600 December 2007 1,575,000 180/182 Broadway(5) Harel/Sutton 25.50% 25.50% 71 February 2008 43,600 600 Lexington Avenue CPPIB 55.00% 55.00% 304 May 2010 193,000 11 West 34th Street(6) Private Investor/Sutton 30.00% 30.00% 17 December 2010 10,800 7 Renaissance Cappelli 50.00% 50.00% 37 December 2010 4,000 3 Columbus Circle(7) Moinian 48.90% 48.90% 769 January 2011 500,000 280 Park Avenue(8) Vornado 50.00% 49.50% 1,237 March 2011 400,000 1552-1560 Broadway(9) Sutton 50.00% 50.00% 49 August 2011 136,550 747 Madison Avenue(10) Harel/Sutton 33.33% 33.33% 10 September 2011 66,250 724 Fifth Avenue Sutton 50.00% 50.00% 65 January 2012 223,000 10 East 53rd Street CPPIB 55.00% 55.00% 390 February 2012 252,500 33 Beekman(11) Harel/Naftali 45.90% 45.90% 145 August 2012 31,000 West Coast office portfolio(12) Blackstone 42.02% 43.74% 4,474 September 2012 880,103 521 Fifth Avenue(13) Plaza 50.50% 50.50% 460 November 2012 315,000 21 East 66th Street(14) Private Investors 32.28% 32.28% 17 December 2012 75,000 315 West 36th Street Private Investors 35.50% 35.50% 148 December 2012 45,000 Herald Center(15) AG 40.00% 40.00% 365 January 2013 50,000 650 Fifth Avenue(16) Sutton 50.00% 50.00% 32 November 2013 — SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20126. Investment in Unconsolidated Joint Ventures (Continued)repayment, the joint venture was recapitalized with the Company having a 30% interest. The property is subject to a long-term net lease arrangement.(6)We issued 306,296 operating partnership units in connection with this investment. We had an obligation to fund an additional $47.5 million to the joint venture, of which $46.8 million has been funded as of December 31, 2012. This liability is recorded in accrued interest payable and other liabilities. In addition, we made a $125.0 million bridge loan to this joint venture which bore interest at a rate of 7.5%. This loan was repaid when the joint venture refinanced its debt in April 2011. In September 2012, the joint venture sold to Young & Rubicam, Inc. a portion of the property, generally floors three through eight, through a condominium form of ownership, or Y&R units, for $143.6 million. As the joint venture has an option to repurchase the Y&R unit, no gain was recognized as a result of this transaction.(7)In March 2011, we contributed our debt investment with a carrying value of $286.6 million to a newly formed joint venture in which we hold a 50% interest. We realized $38.7 million of additional income upon the contribution. This income is included in preferred equity and investment income. The joint venture paid us approximately $111.3 million and also assumed $30 million of related floating rate financing which matures in June 2016. In May 2011, this joint venture took control of the underlying property as part of a recapitalization transaction which valued the investment at approximately $1.1 billion. We hold an effective 49.5% ownership interest in the joint venture.(8)In connection with this acquisition, the joint venture also acquired a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. The purchase price relates only to the purchase of the 1552 Broadway interest which comprises 13,045 square feet. In May 2012, we, along with Sutton, acquired the property at 155 West 46th Street for $8.4 million. This property is adjacent to 1552 and 1560 Broadway.(9)(1) Acquisition price represents the actual or implied gross purchase price for the joint venture. (2) In March 2013, Sutton conveyed his interest in this property to us. In January 2014, our ground lease position was terminated. (3) In June 2012, this retail condominium was recapitalized. The recapitalization triggered a promote to our partner, which resulted in a reduction of our economic interest. In addition, we sold 50% of our remaining interest at a property valuation of $617.6 million. We recognized $67.9 million of additional cash income, equivalent to profit, due to the distribution of refinancing proceeds and a gain on sale of $3.0 million, which is net of a $1.0 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale. (4) The property is subject to a triple-net lease arrangement with a single tenant, which expires in 2020. In December 2013, the joint venture signed an agreement extending the lease through December 31, 2035. The agreement includes an option for the tenant to acquire the property for a specified price during the period from December 1, 2017 through December 31, 2020. (5) In June 2013, the joint venture completed its redevelopment project. In July 2013, the lease for Pace University, or Pace, its primary tenant, commenced. (6) The property is subject to a long-term net lease arrangement. (7) As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns a portion of the property, generally floors three through eight referred to as Y&R units. Because the joint venture has an option to repurchase the Y&R units, no gain was recognized on this sale. (8) In March 2011, we contributed our debt investment with a carrying value of $286.6 million to a newly formed joint venture in which we hold a 50% interest. We realized $38.7 million of additional income upon the contribution. This income is included in investment income in the consolidated statements of income. The joint venture paid us approximately $111.3 million and also assumed $30.0 million of related floating rate financing which matures in June 2016. In May 2011, this joint venture took control of the underlying property as part of a recapitalization transaction which valued the investment at approximately $1.1 billion. (9) In connection with this acquisition, the joint venture also acquired a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. The purchase price relates only to the purchase of the 1552 Broadway interest which comprises 13,045 square feet. In 2012, we, along with Sutton, acquired the property at 155 West 46th Street, which is adjacent to 1552 and 1560 Broadway, and sold it to the fee owner of 1560 Broadway. (10) The joint venture owns 100% interest as tenant-in-common in 30 East 65th Street Corporation and the related proprietary lease of three cooperative apartment units in the building. In October 2013, the joint ventured acquired two additional cooperative apartment units in the building for $7.5 million. (11) The joint venture acquired the fee interest in the property and will develop an approximately 30 story building for student housing. Upon completion of the development, the joint venture will convey a long-term ground lease condominium interest in the building to Pace. (12) In September 2012, the Company, together with an affiliate of Blackstone, Gramercy and Square Mile Capital Management LLC, or Square Mile, formed a joint venture to recapitalize a 31-property, 4.5-million-square-foot West Coast office portfolio. The joint venture extended the $678.8 million mortgage secured by the portfolio for a term of 2 years with a 1-year extension option. In addition, the joint venture entered into a new $68.0 million mezzanine loan for a term of 2 years. Prior to the recapitalization in September 2012, the Company held $26.7 million in mezzanine and preferred equity positions in the entity that owned the portfolio. Following the recapitalization, Blackstone became the majority owner of the joint venture, with Equity Office Properties, a Blackstone affiliate, being responsible for the portfolio’s management and leasing. In February 2013, we acquired Gramercy’s 10.73% interest in the joint venture and simultaneously sold 20.78% of the newly acquired interest to Square Mile Capital Management LLC or Square Mile. During the year ended December 31, 2013, we acquired Square Mile’s 6.00% interest in the joint venture and the joint venture sold three of the properties for an aggregate of $224.3 million, on which we recognized a gain of approximately $2.1 million. The proceeds from the sale of these properties were used primarily to repay $194.5 million of the mortgage and $20.5 million of the mezzanine loan. (13) In November 2012, we sold our 49.5% partnership interest in 521 Fifth Avenue to Plaza Global Real Estate Partners for a gross valuation price of $315.0 million for this property. We recognized a gain of $19.4 million on the sale which is net of a $1.0 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale. We also refinanced the existing $150.0 million loan with a $170.0 million 7-year mortgage loan which bears interest at 220 basis points over LIBOR. Following the sale, we deconsolidated the entity effective November 30, 2012 and have accounted our investment under the equity method because of lack of control. During the year ended December 31, 2013, we recognized additional post closing costs of $2.8 million as an adjustment to the gain. (14) We hold a 32.28% interest in 3 retail and 2 residential units at the property and a 16.14% in 4 residential units at the property. (15) The joint venture owned a preferred equity interest in an entity that holds the interest in a mixed commercial use property located in Manhattan. The preferred equity bore interest at a rate of 8.75% per annum through its redemption date in December 2013. (16) The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and Sutton executed a contribution agreement to reflect its pro rata obligation. In an event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value. In November 2013, the joint venture signed an agreement to buy out the lease of retailer Juicy Couture for $51.0 million as part of its plan to redevelop and reposition the property. Under this agreement, the tenant shall terminate the lease no later than April 2014. (10)The joint venture acquired the fee interest in the property and will develop an approximately 30 story building for student housing. Upon completion of the development, the joint venture will convey a long-term ground lease condominium interest in the building to Pace University.(11)In September 2012, the Company, together Simultaneously, we, along with an affiliate of Blackstone, Gramercy and Square Mile,Sutton, also formed a joint venture to recapitalize a 31-property, 4.5-million-square-foot West Coast office portfolio. Following the recapitalization, Blackstone became the majority owner of the joint venture, with Equity Office Properties, a Blackstone affiliate, being responsible for the portfolio's management and leasing. Prior to the recapitalization, the Company held $26.7 million in mezzanine and preferred equity positions in the entity that owned the portfolio. The new joint venture extendedand retained the $678.8 million mortgage secured by the portfolio for a term of 2 years with a 1-year extension option. In addition, the joint venture entered into a new $68.0 million mezzanine loan for a term of 2 years. See Note 5, "Debt and Preferred Equity Investments."(12)In November 2012, we sold our 49.5% partnership interest in 521 Fifth Avenue to Plaza Global Real Estate Partners for a gross valuation price of $315.0 million forair rights at this property. We recognized a gain of $19.4 million on the sale which is net of a $1.0 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale. This gain is included in equity in net gain on sale of interest in unconsolidated joint venture / real estate on the consolidated statement of income. We also refinanced the existing $150.0 million loan with a $170.0 million 7-year mortgage loan which bears interest at 220 basis points over LIBOR. Following theSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20126. Investment in Unconsolidated Joint Ventures (Continued)sale, we deconsolidated the entity effective November 30, 2012 and accounted our investment under the equity method because of lack of control.(13)We hold a 32.28% interest in the three retail and 2 residential units and a 16.14% in four residential units.investment of $6.5 million. of $7.3 million which is net of a $1.5 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale.33rd33rd Street. As we own 100% of this investment, we have reclassified it and recorded it as a debt investment. See Note 5, "Debt and Preferred Equity Investments." In May 2010, Green Hill Acquisition LLC, our wholly owned subsidiary, sold its 45% beneficial interest in the property located at 1221 Avenue of the Americas for total consideration of $577.4 million, of which approximately $95.9 million represented payment for existing reserves and the assumption of our pro-rata share of in-place financing. The sale generated proceeds to us of approximately $500.9 million. We recognized a gain of approximately $126.8 million on the sale of our interest, which is net of a $4.5 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20126. Investment in Unconsolidated Joint Ventures (Continued)20122013 and 2011,2012, respectively, are as follows (amounts in thousands): Maturity
Date Interest
Rate(1) December 31,
2012 December 31,
2011 06/2024 9.00 % $ 294,509 $ — 07/2022 4.45 % 300,000 — 12/2017 3.20 % 996,082 1,106,757 12/2017 3.04 % 25,000 — 08/2017 6.00 % 20,910 20,910 05/2017 5.65 % 163,750 163,750 01/2017 5.68 % 340,000 340,000 12/2016 5.76 % 100,000 100,000 06/2016 6.57 % 710,000 710,000 01/2016 4.82 % 17,491 17,761 02/2015 10.00 % 856 — 09/2014 6.64 % 212,287 214,625 04/2013 5.63 % 12,000 — — 5.66 % 27,000 27,000 — — — 315,000 — — — 25,000 $ 3,219,885 $ 3,040,803 06/2033 2.88 % $ 2,033 $ — 11/2019 2.41 % 170,000 — 12/2017 1.36 % 142,297 31,622 10/2017 2.32 % 124,384 125,000 08/2017 2.96 % 18,362 — 02/2017 2.71 % 125,000 — 01/2017 2.56 % 120,000 — 06/2016 1.11 % 30,000 30,000 04/2016 2.45 % 247,253 254,896 09/2015 7.75 % 57,000 84,698 10/2014 3.00 % 33,125 33,125 09/2014 3.96 % 745,025 — 12/2013 2.96 % 71,524 30,722 10/2013 2.71 % 84,916 85,728 08/2013 3.21 % 113,869 95,405 05/2013 2.21 % 53,375 53,900 — — — 245,000 — — — 20,991 $ 2,138,163 $ 1,091,087 $ 5,358,048 $ 4,131,890 (1)Effective weighted average interest rate for the year ended December 31, 2012.Property Maturity Date December 31, 2013 December 31, 2012 100 Park Avenue September 2014 6.64 % $ 209,786 $ 212,287 7 Renaissance December 2015 10.00 % 1,276 856 11 West 34th Street January 2016 4.82 % 17,205 17,491 280 Park Avenue June 2016 6.57 % 706,886 710,000 21 West 34th Street December 2016 5.76 % 100,000 100,000 1745 Broadway January 2017 5.68 % 340,000 340,000 1 and 2 Jericho Plaza May 2017 5.65 % 163,750 163,750 800 Third Avenue August 2017 6.00 % 20,910 20,910 December 2017 3.20 % 996,082 996,082 315 West 36th Street December 2017 3.16 % 25,000 25,000 July 2022 4.45 % 300,000 300,000 April 2023 4.10 % 12,000 12,000 July 2024 9.00 % 304,000 294,509 — 5.66 % 27,000 27,000 Total fixed rate debt $ 3,223,895 $ 3,219,885 September 2014 3.93 % 526,290 745,025 747 Madison Avenue October 2014 2.97 % 33,125 33,125 December 2014 2.94 % 89,893 71,524 September 2015 7.75 % 67,350 57,000 April 2016 2.38 % 239,233 247,253 April 2016 3.48 % 158,690 113,869 Other loan payable June 2016 1.09 % 30,000 30,000 724 Fifth Avenue January 2017 2.54 % 120,000 120,000 10 East 53rd Street February 2017 2.69 % 125,000 125,000 August 2017 2.94 % 18,362 18,362 600 Lexington Avenue October 2017 2.28 % 120,616 124,384 December 2017 1.34 % 142,297 142,297 521 Fifth Avenue November 2019 2.39 % 170,000 170,000 21 East 66th Street June 2033 2.88 % 1,959 2,033 — 53,375 — 84,916 Total floating rate debt $ 1,842,815 $ 2,138,163 Total joint venture mortgages and other loans payable $ 5,066,710 $ 5,358,048 (1) (2) These loans are comprised of a $576.0 million mortgage and a $562.4 million mezzanine loan, both of which are fixed rate loans, except for $72.0 million of the mortgage and $70.3 million of the mezzanine loan which are floating. Up to $200.0 million of the mezzanine loan, secured indirectly by these properties, is recourse to us. We believe it is unlikely that we will be required to perform under this guarantee. (3) In June 2012, the joint venture replaced the $245.0 million floating rate mortgage loan, which bore interest at 275 basis points over LIBOR and was due to mature in September 2012, with a $300.0 million fixed rate mortgage loan and $290.0 million mezzanine loan which is subject to accretion based on the difference between contractual interest rate and contractual pay rate. (4) In April 2013, the loan was refinanced at par and its maturity was extended to April 2023. (5) This loan went into default in November 2009 due to the non-payment of debt service. (6) As a result of the sale of three of its properties, the joint venture paid down $194.5 million of its mortgage and $20.5 million of its mezzanine loan. (7) This loan has a committed amount of $90.0 million. In November 2013, this loan was extended by one-year, subject to principal amortization through the maturity date. (8) As a result of the refinancing and restructuring in August 2012, we replaced the previous mortgage with a $60.0 million, three-year mortgage, of which $3.0 million was unfunded as of December 31, 2012, and recognized additional income of $10.8 million due to the repayment of the previous mortgage SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)31, 20126. Investment in Unconsolidated Joint Ventures (Continued)
same.(2)This loan was repaid in June 2012 and was replaced with a $300.0 million mortgage and a $290.0 million mezzanine loan. See Note 9 of the prior table.(3)Comprised of a $576.0 million mortgage and a $562.4 million mezzanine loan, both of which are fixed rate loans, except for $72.0 million of the mortgage and $70.3 million of the mezzanine loan which are floating. Up to $200.0 million of the mezzanine loan, secured indirectly by these properties, is recourse to us. We believe it is unlikely that we will be required to perform under this guarantee.(4)This loan went into default in November 2009 due to the non-payment of debt service. The joint venture is in discussions with the special servicer to resolve this default.(5)In connection with the sale of our 49.5% membership interest in the entity, the existing loan was refinanced with a $170.0 million 7-year mortgage. As we no longer controlled the entity, we deconsolidated the entity effective November 30, 2012. See Note 12 of prior table.(6)This loan has a committed amount of $75.0 million, which is recourse to us. Our partner has indemnified us for their pro rata share of the recourse guarantee. A portion of the guarantee burns off upon2013, the joint venture reaching certain milestones. We believe it is unlikely that we will be required to perform under this guarantee.(7)We provided 50% of a bridge loan to this joint venture. In April 2011, our joint venture with The Moinian Group which ownsupsized the property located at 3 Columbus Circle, New York, refinanced the bridge loan and replaced itoriginal mortgage with a $260.0maximum amount of $60.0 million 5-year mortgage with the Bank of China, which carries a floating rate of interest of 210 basis points over the 30-day LIBOR, at which point SL Green and Deutsche Bank's bridge loan was repaid. The joint venture has the ability to increase the mortgage by $40.0 million based on meeting certain performance hurdles. In connection with this obligation, we executed a master lease agreement. Our partner has executed a contribution agreement to reflect its pro rata obligation under the master lease. In February 2012, the$67.4 million. All other terms of the mortgage were modified to removeloan remained the Y&R condominium from the mortgage lien and from the existing master lease. See Note 6 of prior table.(8)As a result of the refinancing and restructuring in August 2012, we replaced the existing loan with a $60.0 million, 3-year mortgage, of which $3.0 million was unfunded as of December 31, 2012, and recognized additional income of $10.8 million due to the repayment of the previous mortgage at a discount.(9)This loan has a committed amount of $90.0 million.(10)This loan has a committed amount of $125.0 million.(11)In April 2012, this loan was extended by 1-year.(12)This property was sold in April 2012 and the mortgage was repaid at a discount.(9) This loan has a committed amount of $260.0 million. The joint venture has the ability to increase the mortgage by $40.0 million based on meeting certain performance hurdles. In connection with this obligation, we executed a master lease agreement and our joint venture partner executed a contribution agreement to reflect its pro rata obligation under the master lease. The lien on the mortgage and the master lease excludes the condominium interest owned by Y&R. See Note 7 of prior table. (10) (11) This loan has a committed amount of $75.0 million, which is recourse to us. Our partner has indemnified us for its pro rata share of the recourse guarantee. A portion of the guarantee terminates upon the joint venture reaching certain milestones. We believe it is unlikely that we will be required to perform under this guarantee. (12) In May 2013, this loan was refinanced and its maturity was extended to May 2018. In December 2013, we sold our interest in the joint venture, inclusive of our share in the joint venture debt. (13) In April 2013, we acquired interests from our joint venture partner, CIF, and have consolidated the entity due to our controlling interest. $8.6 million and $5.8$8.6 million from these services for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively. In addition, we have theSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20126. Investment in Unconsolidated Joint Ventures (Continued)20122013 and 20112012, are as follows (amounts in(in thousands):December 31, 2012 2011 2013 2012 $ 6,910,991 $ 5,699,113 $ 6,846,021 $ 6,910,991 728,113 599,596 827,282 728,113 $ 7,639,104 $ 6,298,709 $ 7,673,303 $ 7,639,104 $ 5,358,048 $ 4,131,890 $ 5,066,710 $ 5,358,048 406,929 250,925 596,960 406,929 1,874,127 1,915,894 2,009,633 1,874,127 $ 7,639,104 $ 6,298,709 $ 7,673,303 $ 7,639,104 $ 1,032,243 $ 893,933 Company's investments in unconsolidated joint ventures $ 1,113,218 $ 1,032,243 threethe years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): Years Ended December 31, 2013 2012 2011 Total revenues $ 628,649 $ 511,157 $ 480,935 Operating expenses 114,633 80,722 71,830 Ground rent 2,863 2,975 3,683 Real estate taxes 71,755 53,613 51,511 Interest expense, net of interest income 225,765 221,476 210,489 Amortization of deferred financing costs 17,092 9,739 12,911 Transaction related costs 808 2,044 2,665 Depreciation and amortization 192,504 166,336 137,070 Total expenses 625,420 536,905 490,159 Gain on early extinguishment of debt — 21,421 — Net income (loss) before gain on sale $ 3,229 $ (4,327 ) $ (9,224 ) Company's equity in net income from unconsolidated joint ventures $ 9,921 $ 76,418 $ 1,583 are as follows (amounts in thousands): 2012 2011 2010 $ 511,157 $ 480,935 $ 593,159 83,697 75,513 94,515 53,613 51,511 66,588 2,044 2,665 1,105 231,215 223,400 224,766 166,336 137,070 141,284 536,905 490,159 528,258 21,421 — — $ (4,327 ) $ (9,224 ) $ 64,901 $ 76,418 $ 1,583 $ 39,607 The 2012 equity in net income of unconsolidated joint ventures includes $67.9 million of additional income due torecognized in June 2012 as a result of the distribution of refinancing proceeds from the recapitalization of 717 Fifth Avenue.Gramercy Capital Corp. In April 2004, SL Green formed GramercyAvenue and $10.8 million of additional income recognized in August 2012 as a commercial real estate finance business. Gramercy qualifiedresult of the repayment of the Meadows' previous mortgage at a discount, as a REIT for federal income tax purposes and expects to qualify for its current fiscal year.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20126. Investment in Unconsolidated Joint Ventures (Continued) At December 31, 2012, we held 0.7 million shares, or approximately 1.3% of Gramercy's common stock. Our total investment of approximately $2.2 million is based on the market value of our common stock investment in Gramercy at December 31, 2012. As we no longer have any significant influence over Gramercy, we account for our investment as available-for-sale securities. During 2012, we sold 2.5 million shares for net proceeds of $6.8 million and realized gains of $4.9 million. During 2011, we sold 2.1 million shares of Gramercy common stock and realized a gain of approximately $4.5 million on the sale. These gains were reclassified out of accumulated other comprehensive loss. Effective May 2005, June 2009 and October 2009, Gramercy entered into lease agreements with an affiliate of ours, for their corporate offices at 420 Lexington Avenue, New York, New York. The first lease is for approximately 7,300 square feet and carries a term of ten years with rents of approximately $249,000 per annum for year one increasing to $315,000 per annum in year ten. The second lease is for approximately 900 square feet pursuant to a lease which ends in April 2015, with annual rent under this lease of approximately $35,300 per annum for year one increasing to $42,800 per annum in year six. The third lease is for approximately 1,400 square feet pursuant to a lease which ends in April 2015, with annual rent under this lease of approximately $67,300 per annum for year one increasing to $80,500 per annum in year six. Effective June 2012, the first and third leases were amended and replaced with a new lease for approximately 8,100 square feet pursuant to a lease which ends in April 2015, with annual rent under this lease of approximately $345,000 for year one increasing to $357,000 in year three. Marc Holliday, SL Green's chief executive officer, remains a board member of Gramercy.20122013 and 20112012 consisted of the following (amounts in(in thousands): 2012 2011 $ 152,596 $ 113,620 285,931 238,394 December 31, 438,527 352,014 2013 2012 Deferred leasing $ 326,379 $ 285,931 Deferred financing 157,088 152,596 483,467 438,527 (177,382 ) (141,228 ) (216,409 ) (177,382 ) $ 261,145 $ 210,786 $ 267,058 $ 261,145 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201220122013 and 2011,2012, respectively, were as follows (amounts in thousands): Maturity
Date Interest
Rate(1) December 31,
2012 December 31,
2011 02/2024 4.13 % $ 70,000 $ — 02/2024 4.13 % 30,000 — 06/2023 5.12 % 500,000 500,000 07/2022 4.68 % 230,000 — 05/2020 5.91 % 607,678 626,740 09/2019 8.00 % 50,000 50,000 07/2017 6.26 % 267,650 267,650 04/2017 5.36 % 191,250 191,250 02/2017 5.61 % 450,000 450,000 02/2017 6.12 % 170,000 170,000 02/2017 5.75 % 11,500 11,500 02/2017 3.75 % 8,371 — 12/2016 4.00 % 84,486 86,000 09/2016 7.50 % 184,992 187,182 01/2016 5.52 % 24,060 24,563 11/2015 7.22 % 125,603 129,098 06/2015 4.99 % 120,000 120,000 10/2014 5.75 % 146,250 146,250 07/2014 5.00 % 23 31,721 11/2013 5.25 % 185,906 190,431 — — — 94,963 — — — 29,906 — — — 65,000 — — — 59,099 $ 3,457,769 $ 3,431,353 04/2018 3.60 % $ 769,813 $ 450,363 11/2016 2.42 % 271,215 279,332 09/2013 3.21 % 116,667 — — — — 62,792 — — — 150,000 $ 1,157,695 $ 942,487 $ 4,615,464 $ 4,373,840 (1)Effective average interest rate for the year ended December 31, 2012.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20128. Mortgages and Other Loans Payable (Continued)(2)We own a 51% controlling interest in the joint venture that is the borrower on this loan. This loan is non-recourse to us. In June 2011, our joint venture replaced the $219.9 million 6.87% mortgage that was due to mature in August 2011 with a $500.0 million mortgage.(3)This loan is secured by a portion of a preferred equity investment.(4)We increased this loan by $40.0 million in March 2011.(5)As part of an acquisition, we issued 63.9 million units of our 5.0% Series E preferred units, or the Series E units, with a liquidation preference of $1.00 per unit. As of December 31, 2012, 63.8 million Series E units had been redeemed.(6)We acquired the remaining interest in this joint venture in April 2011. As a result, we have consolidated this investment since April 2011. In April 2012, we refinanced the $447.2 million mortgage that was due in December 2014 with a $775.0 million 7-year mortgage which carries interest at the rate equal to the greater of (a) 285 basis points over 90-day LIBOR or (b) 3.6% per annum.(7)In connection with this consolidated joint venture obligation, we executed a master lease agreement. Our partner has executed a contribution agreement to reflect its pro rata share of the obligation under the master lease.(8)This loan, which was denominated in British pounds, bore interest at 250 basis points over the three-month GBP LIBOR. In November 2012, this loan was repaid in connection with the sale of the London property.(9)We assumed a $140.0 million mortgage in connection with the acquisition of the remaining partnership interest in January 2011. As a result, we consolidated this investment since January 2011. In April 2011, we refinanced the property with a new $150.0 million 2-year mortgage which carried a floating rate of interest of 200 basis points over the 30-day LIBOR. In November 2012, we sold 49.5% of our partnership interest in 521 Fifth Avenue and refinanced the property with a new $170.0 million 7-year mortgage which bears interest at 220 basis points over LIBOR. As we no longer controlled the entity, we deconsolidated this entity effective November 30, 2012 and accounted for our investment under the equity method. See Note 6, "Investments in Unconsolidated Joint Ventures."(10)In December 2012, we repaid the $93.3 million mortgage loan, which bore interest at a fixed rate of 5.85% per annum and was scheduled to mature in October 2013. We recognized a loss from early extinguishment of debt of approximately $3.1 million consisting mainly of prepayment penalty.(11)In November 2012, we repaid the $29.1 million mortgage loan, which bore interest at a fixed rate of 5.67% per annum and was scheduled to mature in February 2013. There was no prepayment penalty.(12)We took control of this property in May 2011 and assumed the mortgage as part of the transaction. This loan consists of a $65.0 million A-tranche and an $18.1 million B-tranche which was owed to us. The B-tranche does not accrue interest and is due only under certain circumstances as described in the loan agreement. In December 2012, we repaid the $65.0 millionProperty December 31, 2013 December 31, 2012 609 Partners, LLC(2) July 2014 5.00 % $ 23 $ 23 125 Park Avenue October 2014 5.75 % 146,250 146,250 711 Third Avenue June 2015 4.99 % 120,000 120,000 625 Madison Avenue November 2015 7.27 % 120,830 125,603 500 West Putnam January 2016 5.52 % 23,529 24,060 420 Lexington Avenue September 2016 7.15 % 182,641 184,992 Landmark Square December 2016 4.00 % 82,909 84,486 485 Lexington Avenue February 2017 5.61 % 450,000 450,000 120 West 45th Street February 2017 6.12 % 170,000 170,000 762 Madison Avenue February 2017 3.75 % 8,211 8,371 2 Herald Square April 2017 5.36 % 191,250 191,250 885 Third Avenue July 2017 6.26 % 267,650 267,650 Other loan payable(3) September 2019 8.00 % 50,000 50,000 One Madison Avenue May 2020 5.91 % 587,336 607,678 100 Church July 2022 4.68 % 230,000 230,000 919 Third Avenue(4) June 2023 5.12 % 500,000 500,000 400 East 57th Street February 2024 4.13 % 70,000 70,000 400 East 58th Street February 2024 4.13 % 30,000 30,000 1515 Broadway(5) March 2025 3.93 % 900,000 — 300 Main Street(6) — — — 11,500 220 East 42nd Street(7) — — — 185,906 Total fixed rate debt $ 4,130,629 $ 3,457,769 Master repurchase(8) December 2014 3.28 % 91,000 116,667 16 Court Street(9) April 2016 3.22 % 79,243 — 180 Maiden Lane(10) November 2016 2.39 % 262,706 271,215 248-252 Bedford Avenue March 2018 2.44 % 22,000 — 220 East 42nd Street(7) October 2020 4.05 % 275,000 — 1515 Broadway(5) — — — 769,813 Total floating rate debt $ 729,949 $ 1,157,695 Total mortgages and other loans payable $ 4,860,578 $ 4,615,464 (1) (2) (3) This loan is secured by a portion of a preferred equity investment. (4) We own a 51.0% controlling interest in the joint venture that is the borrower on this loan. This loan is non-recourse to us. (5) In April 2012, we refinanced the previous $447.2 million mortgage with a $775.0 million seven-year mortgage. In February 2013, we refinanced the previous $775.0 million mortgage with a new $900.0 million 12-year mortgage and realized a net loss on early extinguishment of debt of approximately $18.5 million, including a prepayment penalty of $7.6 million. (6) The property was sold in September 2013. (7) In October 2013, we closed on a $275.0 million seven-year mortgage. This new mortgage replaced the $185.9 million previous mortgage that was repaid in August 2013. (8) In December 2013, we entered into a new Master Repurchase Agreement, or MRA, with a maximum facility capacity of $300.0 million, under which we agreed to sell certain debt investments in exchange for cash with a simultaneous agreement to repurchase the same debt investments at a certain date or on demand. This new MRA, which bears interest ranging from 250 and 325 basis points over one-month LIBOR depending on the pledged collateral, replaced the previous $175.0 million MRA facility, which bore interest based on one-month LIBOR plus 300 basis points basis points through September 2013 and 350 basis points through November 2013. (9) In April 2013, we acquired interests from our joint venture partner, CIF, and have consolidated the entity due to our controlling interest. In December 2013, we repaid $5.0 million of the principal balance and modified and extended the terms of the existing mortgage. The modified mortgage bears interest based on one-month LIBOR plus 350 basis points with a floor of 50 basis points. (10) In connection with this consolidated joint venture obligation, we executed a master lease agreement. Our partner has executed a contribution agreement to reflect its pro rata share of the obligation under the master lease. SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)8. Mortgages and Other Loans Payable (Continued)mortgage loan, which bore interest at a fixed rate of 5.81% per annum and was scheduled to mature in July 2017. There was no prepayment penalty.(13)This property was sold in February 2012 and the related mortgage, which was included in liabilities related to assets held for sale at December 31, 2011, was assumed by the purchaser.(14)In September 2012, we entered into a Master Repurchase Agreement, or MRA, with a financial institution, with a maximum facility capacity of $175.0 million, under which we agreed to sell certain debt investments in exchange for cash with a simultaneous agreement to repurchase the same debt investments at a certain date or on demand. The MRA's interest rate is based on 1-month LIBOR plus 300 basis points. The MRA matures in September 2013, and has a 1-year extension option. At December 31, 2012 and 2011,, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable was approximately $8.0 billion and $7.6 billion, and $7.4 billion, respectively.currentexisting lenders and other financial institutions. The term loan facility matures on March 30, 2018.2012,2013, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. At December 31, 2013, the effective interest rate was 1.62% for the revolving credit facility and 2.00% for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point facility fee on the unused balance of thetotal commitments under the revolving credit facility.facility based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. As of December 31, 2012,2013, the facility fee was 30 basis points. At December 31, 2012,2013, we had approximately $79.5$74.6 million of outstanding letters of credit, and $70.0$220.0 million drawn under the revolving credit facility and $400.0 million outstanding under the term loan facility, with total undrawn capacity of $1.1approximately $0.9 billion under the 2012 credit facility. We,Company and ROPOperating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20129. Corporate Indebtedness (Continued)20122013 and 2011,2012, respectively by scheduled maturity date (amounts in thousands): December 31,
2012 Unpaid
Principal
Balance December 31,
2012
Accreted
Balance December 31,
2011
Accreted
Balance Coupon
Rate(1) Effective
Rate Term
(in Years) Maturity $ 16,893 $ 16,893 $ 119,423 3.00 % 3.00 % 20 March 30, 2027 7 7 657 4.00 % 4.00 % 20 June 15, 2025 200,000 200,000 — 4.50 % 4.50 % 10 December 1, 2022 250,000 250,000 250,000 7.75 % 7.75 % 10 March 15, 2020 250,000 249,620 249,565 5.00 % 5.03 % 7 August 15, 2018 345,000 287,373 277,629 3.00 % 7.13 % 7 October 15, 2017 255,308 255,165 274,804 6.00 % 6.02 % 10 March 31, 2016 75,898 75,898 98,578 5.88 % 5.88 % 10 August 15, 2014 $ 1,393,106 $ 1,334,956 $ 1,270,656 (1)Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.(2)In March 2007, we issued $750.0 million of these exchangeable notes. Interest on these notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rateSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20129. Corporate Indebtedness (Continued)representing an exchange price that was set at a 25.0% premium to the last reported sale price of SL Green's common stock on March 20, 2007, or $173.30. The initial exchange rate is subject to adjustment under certain circumstances. The notes are our senior unsecured obligations and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are currently redeemable at our option. We may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events. On March 30, 2012, we repurchased $102.2 million of aggregate principal amount of the exchangeable notes pursuant to a mandatory offer to repurchase the notes. On the issuance date, $66.6 million was recorded in capital and was fully amortized as of March 31, 2012.(3)Issued by ROP.(4)Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the acquisition of all outstanding shares of common stock of Reckson, or the Reckson Merger, the adjusted exchange rate for the debentures is 7.7461 shares of SL Green's common stock per $1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is $1.3491. During the year ended December 31, 2012, we repurchased $650,000 of these bonds at par.(5)Issued by us, the Company and ROP, as co-obligors.(6)In October 2010, we issued $345.0 million of these exchangeable notes. Interest on these notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of SL Green's common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 11.6800 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are our senior unsecured obligations and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are guaranteed by ROP. On the issuance date, $78.3 million was recorded in capital. As of December 31, 2012, approximately $57.6 million remained unamortized.(7)On December 27, 2012, SL Green repurchased $42.4 million aggregate principal amount of notes, consisting of $22.7 million of the 5.875% Notes and $19.7 million of the 6.0% Notes, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million.Issuance Maturity Date August 13, 2004(2)(3) $ 75,898 $ 75,898 $ 75,898 5.88 % 5.88 % 10 August 15, 2014 March 31, 2006(2)(3) 255,308 255,206 255,165 6.00 % 6.00 % 10 March 31, 2016 October 12, 2010(4) 345,000 297,837 287,373 3.00 % 3.00 % 7 October 15, 2017 August 5, 2011(5) 250,000 249,681 249,620 5.00 % 5.00 % 7 August 15, 2018 March 16, 2010(5) 250,000 250,000 250,000 7.75 % 7.75 % 10 March 15, 2020 November 15, 2012(5) 200,000 200,000 200,000 4.50 % 4.50 % 10 December 1, 2022 June 27, 2005(2)(6) 7 7 7 4.00 % 4.00 % 20 June 15, 2025 March 26, 2007(7) 10,701 10,701 16,893 3.00 % 3.00 % 20 March 30, 2027 $ 1,386,914 $ 1,339,330 $ 1,334,956 (1) Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates. (2) Issued by ROP. (3) (4) (5) Issued by the Company, the Operating Partnership and ROP, as co-obligors. (6) (7) SL Green'sour ability to pay dividends, (asSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20129. Corporate Indebtedness (Continued)discussed below), 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 minimum amount of tangible net worth, a 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, SL Greenwe will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable SL Greenthe Company to continue to qualify as a REIT for Federal income tax purposes. As of 20122013 and 2011,2012, we were in compliance with all such covenants.wethe Company and SL Greenthe Operating Partnership issued $100.0 million in unsecured floating rate trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is oura wholly-owned subsidiary.subsidiary of the Operatingwe exercisethe Operating Partnership exercises its right to defer such payments. The trustTrust preferred securities are redeemable at ourthe 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 sheetsheets and the related payments are classified as interest expense.2012,2013, including as-of-right extension options, were as follows (amounts in(in thousands): Scheduled
Amortization Principal
Repayments Revolving
Credit
Facility Term Loans
and Trust
Preferred
Securities Senior
Unsecured
Notes Total Joint
Venture Debt $ 49,496 $ 299,009 $ — $ — $ — $ 348,505 $ 176,511 Total 52,515 146,273 — — 75,898 274,686 309,090 $ 43,976 $ 237,273 $ — $ — $ 75,898 $ 357,147 $ 398,312 55,810 229,537 — — 7 285,354 36,457 47,312 229,537 — — 7 276,856 45,332 55,299 516,754 — — 255,165 827,218 528,278 55,938 594,017 — — 255,308 905,263 604,510 55,461 1,098,064 — — 304,266 1,457,791 933,634 61,213 1,086,579 220,000 — 355,701 1,723,493 930,338 2018 64,205 21,363 — — 650,000 735,568 28 235,004 1,822,242 70,000 500,000 699,620 3,326,866 151,393 247,407 2,171,758 — 100,000 450,000 2,969,165 173,944 $ 520,051 $ 4,340,527 $ 220,000 $ 100,000 $ 1,786,914 $ 6,967,492 $ 2,152,464 $ 503,585 $ 4,111,879 $ 70,000 $ 500,000 $ 1,334,956 $ 6,520,420 $ 2,135,363 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 20129. Corporate Indebtedness (Continued)(amounts in(in thousands): Years Ended December 31, 2012 2011 2010 $ 332,188 $ 287,921 $ 232,794 (1,619 ) (2,004 ) (2,146 ) $ 330,569 $ 285,917 $ 230,648 $ 12,218 $ 5,123 $ — 10. Fair Value of Financial Instruments The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies as discussed in Note 2, "Significant Accounting Policies." Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash and cash equivalents, restricted cash, accounts receivable and accounts payable balances reasonably approximate their fair values due to the short maturities of these items. Mortgages and other loans payable, junior subordinate deferrable interest debentures and the senior unsecured notes had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $5.3 billion, compared to the book value of the related fixed rate debt of approximately $4.9 billion at December 31, 2012. Our floating rate debt, inclusive of our 2012 revolving credit facility, but excluding $30.0 million of which was swapped, had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $1.6 billion, compared to the book value of the related floating rate debt of approximately $1.6 billion at December 31, 2012. Our debt and preferred equity investments had an estimated fair value ranging between $1.3 billion and $1.4 billion, compared to the book value of approximately $1.4 billion at December 31, 2012, based on Level 3 inputs. Disclosure about fair value of financial instruments is based on pertinent information available to us as of December 31, 2012. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, 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.11. Rental Income The Operating Partnership is the lessor and the sublessor to tenants under operating leases with expiration dates ranging from January 1, 2013 to 2037. The minimum rental amounts due under the leases are generally either 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. Approximate future minimum rents to be received over the next five years Years Ended December 31, 2013 2012 2011 Interest expense $ 332,276 $ 331,516 $ 287,252 Interest income (2,061 ) (1,619 ) (2,004 ) Interest expense, net $ 330,215 $ 329,897 $ 285,248 Interest capitalized $ 11,475 $ 12,218 $ 5,123 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201211. Rental Income (Continued)and thereafter for non-cancelable operating leases in effect at December 31, 2012 for the consolidated properties, including consolidated joint venture properties, and our share of unconsolidated joint venture properties are as follows (amounts in thousands): Consolidated
Properties Unconsolidated
Properties $ 989,702 $ 214,291 917,638 208,617 863,405 195,122 801,448 185,113 717,112 168,718 3,915,024 720,492 $ 8,204,329 $ 1,692,353 12.10. Related Party TransactionsAlliance paidIncome earned from profit participation, which is included in other income on the Service Corporationconsolidated statements of income, was approximately $3.5 million, $4.0 million $2.7 million and $2.2$2.7 million for the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively. We paid Alliancealso recorded expenses of approximately $19.5 million, $17.9 million and $16.1 million and $14.2 million for threethe years ended December 31, 2013, 2012 and 2011 respectively, for these services (excluding services provided directly to tenants).The aggregate amount of fees we paid to A-ListWe recorded approximately $293,636, $155,500 and $140,300 for the years ended December 31, 2013, 2012 and 2011 respectively, for these marketing services was approximately $155,500, $140,300 and $86,300 for the three years ended December 31, 2012, respectively.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201212. Related Party Transactions (Continued)The aggregate amount ofWe received management fees paid to S.L. Green Management Corp. from such entity wasof approximately $441,093, $384,900 $420,300 and $390,700$420,300 for the three years ended December 31, 2013, 2012 and 2011, respectively.Other20122013 and 20112012 consisted of the following (amounts in(in thousands):December 31, 2012 2011 2013 2012 $ 511 $ 477 $ 2,376 $ 511 7,020 3,524 6,154 7,020 $ 7,531 $ 4,001 $ 8,530 $ 7,531 $ (8,401 ) $ — $ — $ (8,401 ) GramercyAs of December 31, 2013 and 2012, the noncontrolling interest unit holders owned 2.96% (2,902,317 units) and 2.94% (2,759,758 units) of the Operating Partnership, respectively. At December 31, 2013, 2,902,317 shares of SL Green's common stock were reserved for issuance upon redemption of units of limited partnership interest of the Operating Partnership. 2013 2012 Balance at beginning of period $ 212,907 $ 195,030 Distributions (4,146 ) (3,296 ) Issuance of common units 24,750 42,239 Redemption of common units (17,287 ) (87,513 ) Net income 3,023 5,597 Accumulated other comprehensive income (loss) allocation 611 (388 ) Fair value adjustment 45,618 61,238 Balance at end of period $ 265,476 $ 212,907 December 31, Numerator 2013 2012 2011 Basic Earnings: Income attributable to SL Green common stockholders $ 101,330 $ 155,984 $ 617,232 Effect of Dilutive Securities: Redemption of units to common shares 3,023 5,597 14,629 Stock options — — — Diluted Earnings: Income attributable to SL Green common stockholders $ 104,353 $ 161,581 $ 631,861 December 31, Denominator 2013 2012 2011 Basic Shares: Weighted average common stock outstanding 92,269 89,319 83,762 Effect of Dilutive Securities: �� Redemption of units to common shares 2,735 3,207 1,985 3.0% exchangeable senior debentures due 2017 — — — 3.0% exchangeable senior debentures due 2027 — — — 4.0% exchangeable senior debentures due 2025 — — — Stock-based compensation plans 262 347 497 Diluted weighted average common stock outstanding 95,266 92,873 86,244 Corp. See Note 6, "Investments in Unconsolidated Joint Ventures—Gramercy Capital Corp.," for disclosure on related party transactions between Gramercy and us.13. Capital20122013 owned 91,249,63294,993,284 general and limited partnership interests in the Operating Partnership.Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as "common“common units of limited partnership interest"interest” (also referred to as "OP Units"“OP Units”) or "preferred“preferred units of limited partnership interest"interest” (also referred to as "Preferred Units"“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 a 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 distributionbearsmakes 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.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201213. Capital (Continued) In July 2011, we, along with SL Green, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate of $250.0 million of SL Green's common stock. During the year ended December 31, 2012, SL Green had sold 2.6 million shares of its common stock through the ATM Program for aggregate gross proceeds of approximately $204.6 million ($201.3 million of net proceeds after related expenses). The net proceeds were used to repay debt, fund new investments and for other corporate purposes. The net proceeds from these offerings (approximately $201.3 million during the year ended December 31, 2012) were contributed to us in exchange for 2.6 million common partnership units. As of December 31, 2012, SL Green had $45.4 million available to issue under the ATM Program.limitedcommon unitholders reflects their pro-ratapro rata share of net income (loss) and distributions.2012,2013, limited partners other than SL Green owned approximately 2.94% (2,759,7582.96% (2,902,317 common units) of the Operating Partnership. At 2,826,426 shares of and 2011 is computed as follows (in thousands): December 31, Numerator 2013 2012 2011 Basic Earnings: Income attributable to SLGOP common unitholders $ 104,353 $ 161,581 $ 631,861 Effect of Dilutive Securities: Stock options — — — Diluted Earnings: Income attributable to SLGOP common unitholders $ 104,353 $ 161,581 $ 631,861 December 31, Denominator 2013 2012 2011 Basic units: Weighted average common units outstanding 95,004 92,526 85,747 Effect of Dilutive Securities: 3.0% exchangeable senior debentures due 2017 — — — 3.0% exchangeable senior debentures due 2027 — — — 4.0% exchangeable senior debentures due 2025 — — — Stock-based compensation plans 262 347 497 Diluted weighted average common units outstanding 95,266 92,873 86,244 Company's Common Stock were reserveddiluted units outstanding for the conversionyears ended December 31, 2013, 2012 and 2011, respectively, as they were anti-dilutive.in the Operating Partnership.Preferred Units We have 9,200,000 units of our 6.50% Series I cumulative redeemable preferred units of limited partnership interest, or the Series I preferred units, outstanding with a mandatory liquidation preference of $25.00 per unit. The Series I preferred unitholders receive annual distributions of $1.625 per unit paid on a quarterly basis and distributions are cumulative, subject to certain provisions. SL Green is entitled to redeem its corresponding 6.50% Series I cumulative redeemable preferred stock at par for cash at its option on or after August 10, 2017, at which time an equal number of Series I preferred units would simultaneously be redeemed. In August 2012, SL Green received $222.2 million in net proceeds from the issuance of the Series I preferred units which were recorded net of underwriters' discount and issuance costs. Net proceeds from SL Green's offering of Series I preferred stock (approximately $222.2 million) were contributed to us by SL Green in exchange for 9.2 million Series I preferred partnership units. We have 7,700,000 units of our 7.625% Series C cumulative redeemable preferred units of limited partnership interest, or the Series C preferred units, outstanding with a mandatory liquidation preference of $25.00 per unit. The Series C preferred unitholders receive annual distributions of $1.90625 per unit paid on a quarterly basis and distributions are cumulative, subject to certain provisions. SL Green is entitled to redeem its 7.625% Series C cumulative redeemable preferred stock, or the Series C preferred stock, at par for cash at its option. The Series C preferred units were recorded net of underwriters' discount and issuance costs. In September 2012, SL Green redeemed 4,000,000 shares of its Series C preferred stock at a redemption price of $25.00 per share plus $0.3707 in accumulated and unpaid dividends on such preferred stock through September 24, 2012. Simultaneously with that redemption, an equal number of our Series C preferred units were redeemed at the redemption price paid by SL Greenclass to the Series C preferred stockholders. SL Green recognized $6.3 million of costs to partially redeem the Series C preferred stock, which is included in preferred unit redemption costs on the consolidated statements of income.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201213. Capital (Continued) We had 4,000,000 units of our 7.875% Series D cumulative redeemable preferred units of limited partnership interest, or the Series D preferred units, outstanding with a mandatory liquidation preference of $25.00 per unit. The Series D preferred unitholders received annual distributions of $1.96875 per unit paid on a quarterly basis and distributions were cumulative, subject to certain provisions. In July 2012, SL Green redeemed all 4,000,000 7.875% Series D cumulative redeemable preferred stock, or the Series D preferred stock, at a redemption price of $25.00 per share plus $0.4922 in accumulated and unpaid dividends on such preferred stock through July 14, 2012. Simultaneously with that redemption, an equal number of our Series D preferred units were redeemed at the redemption price paid by SL Green to the Series D preferred stockholders. SL Green recognized $3.7 million of costs to redeem the Series D preferred stock, which is included in preferred unit redemption costs on the consolidated statements of income. We also have 22,658 units of our 5.00% Series E preferred units of limited partnership interest outstanding with a mandatory liquidation preference of $1.00 per unit which are included in and further described in Note 8, "Mortgages and other loans payable." In November 2011, as part of an acquisition, we issued 80,000 6.00% Series H preferred units of limited partnership interest, or the Series H preferred units, with a mandatory liquidation preference of $25.00 per unit. The Series H preferred unitholders receive annual distributions of $1.50 per unit paid on a quarterly basis and distributions are cumulative, subject to certain provisions. The Series H preferred units may be redeemed at any time at par for cash at our option or the option of the unitholder. In January 2012, as part of an acquisition, we issued 1,902,000 4.5% Series G preferred units of limited partnership interest, or the Series G preferred units, with a liquidation preference of $25.00 per unit. The Series G preferred unitholders receive annual distributions of $1.125 per unit paid on a quarterly basis and distributions are cumulative, subject to certain provisions. The Series G preferred units are convertible into a number of our common units of limited partnership interest equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $88.50. The Series G preferred units also provide the holder with the right to require us to repurchase the preferred units for cash before January 31, 2022. We also have 60 units of our Series F preferred units outstanding with a mandatory liquidation preference of $1,000.00 per unit.Dividend Reinvestment and Stock Purchase Plan In March 2012, SL Green filed a registration statement with the SEC for its dividend reinvestment and stock purchase plan, or DRIP, which automatically became effective upon filing. SL Green registered 3,500,000 shares of its common stock under the DRIP. The DRIP commenced on September 24, 2001. During the years ended December 31, 2012 and 2011, SL Green issued approximately 1.3 million and 473 shares of its common stock and received approximately $99.6 million and $34,000 of proceeds, respectively, from dividend reinvestments and/or stock purchases under the DRIP. The $99.6 million in proceeds received during the year ended December 31, 2012 were contributed to us by SL Green in exchange for an equivalent number of common units of limited partnership interest. DRIP shares may be issued at a discount to the market price.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201213. Capital (Continued)SecondThird Amended and Restated 2005 Stock Option and Incentive Plan SL Green has a stock option and incentive plan. SecondThird Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by SL Green'sthe Company's board of directors in April 20102013 and SL Green'sits stockholders in June 20102013 at SL Green'sthe 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 and other equity-based awards. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 10,730,00017,130,000 fungible units may be granted under the 2005 Plan. Currently, different types of awards1.652.76 fungible units per share subject to such award (2) stock options, stock appreciation rights and other awards that do not deliver full value and expire five yearyears from the date of grant counting as 0.790.77 fungible units per share subject to such award and (3) all other awards (e.g., ten-year stock options) counting as 1.0 fungible units per share subject to such award. Awards granted under the 2005 Plan prior to the approval of the second amendment and restatement in June 2010 and third amendment and restatement in June 2013 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 10,730,00017,130,000 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 SL Green's 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 SL Green'sthe board of directors, new awards may be granted under the 2005 Plan until June 15, 2020,13, 2023, which is the tenth anniversary of the date that the 2005 Plan was most recently approved by SL Green'sthe Company's stockholders. As of December 31, 2012, no2013, 4.2 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 SL Green'sour Non-Employee Directors' Deferral Program and LTIP units,Units, including, among others, outstanding LTIP unitsUnits issued under SL Green'sour 2011 Long-Term Outperformance Plan, which remain subject to performance-based vesting.December 31, 2012, 2011 and 2010, respectively. 2012 2011 2010 2.00% 2.00% 2.00% 3.7 years 4.2 years 5.1 years 0.46% 1.00% 2.09% 37.40% 47.98% 50.07% SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)13. Capital (Continued) and 2013 2012 2011 Dividend yield 1.92 % 2.00 % 2.00 % Expected life of option 4.1 years 3.7 years 4.2 years Risk-free interest rate 0.96 % 0.46 % 1.00 % Expected stock price volatility 36.12 % 37.40 % 47.98 % 2011 and 20102011 and changes during the years then ended are presented below: 2012 2011 2010 2013 2012 2011 Options
Outstanding Weighted
Average
Exercise
Price Options
Outstanding Weighted
Average
Exercise
Price Options
Outstanding Weighted
Average
Exercise
Price 1,277,200 $ 63.37 1,353,002 $ 58.85 1,324,221 $ 56.74 1,201,000 $ 75.05 1,277,200 $ 63.37 1,353,002 $ 58.85 361,331 75.36 212,400 66.42 180,250 62.00 828,100 87.23 361,331 75.36 212,400 66.42 (382,612 ) 36.65 (243,901 ) 40.48 (109,636 ) 31.49 (223,531 ) 53.93 (382,612 ) 36.65 (243,901 ) 40.48 (54,919 ) 72.99 (44,301 ) 65.89 (41,833 ) 77.33 (40,535 ) 83.94 (54,919 ) 72.99 (44,301 ) 65.89 1,201,000 $ 75.05 1,277,200 $ 63.37 1,353,002 $ 58.85 1,765,034 $ 83.24 1,201,000 $ 75.05 1,277,200 $ 63.37 479,913 $ 86.85 644,429 $ 72.31 631,224 $ 69.42 461,458 $ 89.38 479,913 $ 86.85 644,429 $ 72.31 $ 6,602,967 $ 4,647,554 $ 4,333,281 $ 18,041,576 $ 6,602,967 $ 4,647,554 $20.67$20.67 to $137.18.$137.18. The remaining weighted average contractual life of the options outstanding was 4.074.60 years and the remaining average contractual life of the options exercisable was 4.31 years.3.83 years. 2011, and 2010,2011, we recognized approximately $5.1$6.5 million $4.7, $5.1 million and $4.4$4.7 million of compensation expense, respectively, for these options. As of December 31, 2012,2013, there was approximately $9.1 $20.3SL Greenwe implemented a deferred compensation plan, or the Deferred Plan, covering certain of our employees, including SL Green'sour executives. The shares issued under the Deferred Plan were granted to certain employees, including SL Green'sour executives and vesting will occur annually upon the completion of a service period or SL Greenour meeting established financial performance criteria. Annual vesting occurs at rates ranging from 15% to 35% once performance criteria are reached. A summary of SL Green'sour restricted stock as of December 31, 2013, 2012 2011 and 20102011 and charges during the years then ended are presented below: 2012 2011 2010 2013 2012 2011 2,912,456 2,728,290 2,330,532 2,804,901 2,912,456 2,728,290 92,729 185,333 400,925 192,563 92,729 185,333 (200,284 ) (1,167 ) (3,167 ) (3,267 ) (200,284 ) (1,167 ) 2,804,901 2,912,456 2,728,290 2,994,197 2,804,901 2,912,456 408,800 66,299 153,644 21,074 408,800 66,299 $ 6,930,381 $ 17,365,401 $ 15,327,206 $ 6,713,155 $ 6,930,381 $ 17,365,401 $ 7,023,942 $ 21,768,084 $ 28,269,983 $ 17,386,949 $ 7,023,942 $ 21,768,084 Table of ContentsSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201213. Capital (Continued) 2011 and 20102011 was $22.4$1.6 million $4.3, $22.4 million and $16.6$4.3 million, respectively. As of December 31, 2012,2013, there was $11.1$17.8 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted average period of approximately 2.4 years. 2011 and 2010,2011, approximately $4.1$4.5 million $3.4, $4.1 million and $2.2$3.4 million, respectively, was capitalized to assets associated with compensation expense related to SL Green'sour long-term compensation plans, restricted stock and stock options.hadinclude bonus, time-based and performance based awards, with a fair value of $27.1 million, zero and $8.5 million as a component of 2013, 2012 and 2011, bonus awards.respectively. The grant date fair value of the LTIP unit awards was calculated in accordance with ASC 718. A third party consultant determined the fair value of the LTIP units to have a discount from SL Green's unrestricted 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.2005 Long-Term Outperformance Compensation Program In As of December 2005, the31, 2013, there was $5.0 million of total unrecognized compensation committee of SL Green's board of directors approved a long-term incentive compensation program, the 2005 Outperformance Plan. Participants in the 2005 Outperformance Plan were entitled to earn LTIP Units in SLGOP if SL Green's total return to stockholders for the three-year period beginning December 1, 2005 exceeded a cumulative total return to stockholders of 30%; provided that participants were entitled to earn LTIP Units earlier in the event that SL Green achieved maximum performance for 30 consecutive days. On June 14, 2006, SL Green's compensation committee determined that under the terms of the 2005 Outperformance Plan, as of June 8, 2006, the performance period had accelerated and the maximum performance pool of $49,250,000, taking into account forfeitures, had been earned. Under the terms of the 2005 Outperformance Plan, participants also earned additional LTIP Units with a value equalexpense related to the distributions that would have been paid with respecttime-based and performance based awards, which is expected to be recognized over a weighted average period of approximately 1.5 years. During the LTIP Units earned if such LTIP Units had been earned at the beginning of the performance period. The total number of LTIP Units earned under the 2005 Outperformance Plan by all participants as of June 8, 2006 was 490,475. Under the terms of the 2005 Outperformance Plan, all LTIP Units that were earned remained subject to time-based vesting, with one-third of the LTIP Units earned vesting on each of November 30, 2008 and the first two anniversaries thereafter based on continued employment. The earned LTIP Units received regular quarterly distributions on a per unit basis equal to the dividends per share paid on SL Green's common stock, whether or not they were vested. The cost of the 2005 Outperformance Plan (approximately $8.0 million, subject to adjustment for forfeitures) was amortized into earnings through the final vesting period. We recorded approximately $1.6 million of compensation expense during the yearyears ended December 31, 2010 in connection with the 2005 Outperformance Plan. The cost of the 2005 Outperformance Plan had been fully expensed as of June 30, 2010.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)13. Capital (Continued)2006 Long-Term Outperformance Compensation Program In August 2006, the compensation committee of SL Green's board of directors approved a long-term incentive compensation program, the 2006 Outperformance Plan. The performance criteria under the 2006 Outperformance Plan were not met and accordingly, no LTIP Units were earned under the 2006 Outperformance Plan. The cost of the 2006 Outperformance Plan (approximately $16.4 million, subject to adjustment for forfeitures) was amortized into earnings through July 31, the final vesting period. We, we recorded compensation expense related to bonus, time-based and performance based awards of approximately $70,000$27.3 million, $12.6 million and $0.2$8.5 million, during the years ended December 31, 2011 and 2010, respectively, in connection with the 2006 Outperformance Plan. The cost of the 2006 Outperformance Plan had been fully expensed as of September 30, 2011.SL Green'sthe Company's board of directors approved the general terms of the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Program, or the 2010 Long-Term Compensation Plan. The 2010 Long-Term Compensation Plan is a long-term incentive compensation plan pursuant to which award recipients could earn, in the aggregate, from approximately $15$15.0 million up to approximately $75$75.0 million of LTIP Units in the Operating Partnership based on SL Green'sour stock price appreciation over three years beginning on December 1, 2009; provided that, if maximum performance had been achieved, approximately $25$25.0 million of awards could be earned at any time after the beginning of the second year and an additional approximately $25$25.0 million of awards could be earned at any time after the beginning of the third year. In order to achieve maximum performance under the 2010 Long-Term Compensation Plan, SL Green'sour aggregate stock price appreciation during the performance period had to equal or exceed 50%. SL Green'sThe compensation committee determined that maximum performance had been achieved at or shortly after the beginning of each of the second and third years of the performance period and for the full performance period and, accordingly, 366,815 LTIP Units, 385,583 LTIP Units and 327,416 LTIP Units were earned under the 2010 Long-Term Compensation Plan in December 2010, 2011 and 2012, respectively. Substantially in accordance with the original terms of the program, 50% of these LTIP unitsUnits vested on December 17, 2012 (accelerated from the original January 1, 2013 vesting date), 25% of these LTIP Units vested on December 11, 2013 (accelerated from the original January 1, 2014 vesting date) and the remainder is scheduled to vest ratably on January 1, 2014 and 2015 based on continued employment. In accordance with the terms of the 2010 Long-Term Compensation Plan, distributions were not paid on any LTIP Units until they were earned, at which time we paid all distributions that would have been paid on the earned LTIP Units since the beginning of the performance period.$10.7$4.5 million $9.3, $10.7 million and $4.0$9.3 million during the years ended December 31, 2013, 2012 2011 and 2010,2011, respectively, related to the 2010 Long-Term Compensation Plan.SL Green'sthe Company's board of directors approved the general terms of the SL Green Realty Corp. 2011 Outperformance Plan, or the 2011 OutperformanceSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201213. Capital (Continued)$85$85.0 million of LTIP Units in the Operating Partnership based on SL Green'sour total return to stockholders for the three-year period beginning September 1, 2011. Under the 2011 Outperformance Plan, participants will be entitled to share in a "performance pool" comprised of LTIP Units with a value equal to 10% of the amount, if any, by which SL Green'sour total return to stockholders during the three-year period exceeds a cumulative total return to stockholders of 25%, subject to the maximum of $85$85.0 million of LTIP Units; provided that if maximum performance has been achieved, approximately one-third of each award may be earned at any time after the beginning of the second year and an additional approximately one-third of each award may be earned at any time after the beginning of the third year. LTIP Units earned under the 2011 Outperformance Plan will be subject to continued vesting requirements, with 50% of any awards earned vesting on August 31, 2014 and the remaining 50% vesting on August 31, 2015, subject to continued employment with us through such dates. Participants will not be entitled to distributions with respect to LTIP Units granted under the 2011 Outperformance Plan unless and until they are earned. If LTIP Units are earned, each participant will also be entitled to the distributions that would have been paid had the number of earned LTIP Units been issued at the beginning of the performance period, with such distributions being paid in the form of additional LTIP Units. Thereafter, distributions will be paid currently with respect to all earned LTIP Units, whether vested or unvested.$26.1$26.3 million, subject to forfeitures) will be amortized into earnings through the final vesting period. We recorded compensation expense of approximately $5.5$8.0 million, $5.5 million and $0.1 million during the years ended December 31, 2013, 2012 and 2011, respectively, related to the 2011 Outperformance Plan. Stock Compensation Plan for Directorsthe Company's Independentour Non-Employee Director's Deferral Program, which commenced July 2004, SL Green'sthe Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and meeting fees.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 are convertible intogenerally will be settled in an equal number of shares of SL Green's common stock upon the earlier of (i) the January 1 coincident with or next following such directors'director's termination of service from SL Green's boardthe Board of directorsDirectors or (ii) a change in control by SL Green,us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of SL Green's common stock on the applicable dividend record date forfirst business day of the respective quarter. Each participating non-employee director's accountdirector is also credited for an equivalent amount ofwith dividend equivalents or phantom stock units based on the dividend rate for each quarter.2012,2013, approximately 8,3077,622 phantom stock units were earned. As of December 31, 2012,2013, there were approximately 75,15673,524 phantom stock units outstanding.SL Green'sthe Company's board of directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to encourage itsour employees to increase their efforts to make SL Green'sour business more successful by providing equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by theSL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201213. Capital (Continued)theour shares of SL Green's 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. SL GreenThe 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 SL Green'sour stockholders at itsour 2008 annual meeting of stockholders. As of 2012,2013, approximately 66,32373,635 shares of SL Green's common stock had been issued under the ESPP. SL Green contributedproceedsCompany Net unrealized loss on derivative instruments (1) SL Green’s share of joint venture net unrealized loss on derivative instruments (2) Unrealized gains and loss on marketable securities Total Balance at December 31, 2010 $ (14,009 ) $ (18,303 ) $ 9,653 $ (22,659 ) Other comprehensive (loss) income before reclassifications (5,019 ) (9,914 ) (4,682 ) (19,615 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,518 10,816 1,495 13,829 Balance at December 31, 2011 (17,510 ) (17,401 ) 6,466 (28,445 ) Other comprehensive (loss) income before reclassifications (1,124 ) (9,098 ) (4,879 ) (15,101 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,800 10,436 1,723 13,959 Balance at December 31, 2012 (16,834 ) (16,063 ) 3,310 (29,587 ) Other comprehensive (loss) income before reclassifications (168 ) 6,267 1,474 7,573 Amounts reclassified from accumulated other comprehensive income (loss) 1,877 4,926 — 6,803 Balance at December 31, 2013 $ (15,125 ) $ (4,870 ) $ 4,784 $ (15,211 ) Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of income. Net unrealized loss on derivative instruments (1) SLGOP’s share of joint venture net unrealized loss on derivative instruments (2) Unrealized gains and loss on marketable securities Total Balance at December 31, 2010 $ (14,246 ) $ (18,613 ) $ 9,817 $ (23,042 ) Other comprehensive loss before reclassifications (5,699 ) (10,273 ) (4,261 ) (20,233 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,554 11,072 1,530 $ 14,156 Balance at December 31, 2011 $ (18,391 ) $ (17,814 ) $ 7,086 $ (29,119 ) Other comprehensive loss before reclassifications (912 ) (9,637 ) (5,442 ) (15,991 ) Amounts reclassified from accumulated other comprehensive income (loss) 1,865 10,811 1,785 14,461 Balance at December 31, 2012 $ (17,438 ) $ (16,640 ) $ 3,429 $ (30,649 ) Other comprehensive (loss) income before reclassifications (68 ) 6,553 1,497 7,982 Amounts reclassified from accumulated other comprehensive income (loss) 1,933 5,072 — 7,005 Balance at December 31, 2013 $ (15,573 ) $ (5,015 ) $ 4,926 $ (15,662 ) (2) Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of income. December 31, 2013 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 32,049 $ 4,307 $ 24,419 $ 3,323 Liabilities: Interest rate swap agreements (included in accrued interest payable and other liabilities) $ 1,329 — $ 1,329 — December 31, 2012 Total Level 1 Level 2 Level 3 Assets: Marketable securities $ 21,429 $ 2,202 $ 15,575 $ 3,652 Liabilities: Interest rate swap agreements (included in accrued interest payable and other liabilities) $ 1,959 — $ 1,959 — December 31, 2013 December 31, 2012 Carrying Value Fair Value Carrying Value Fair Value Debt and preferred equity investments $ 1,304,839 (1) $ 1,348,434 (1) Fixed rate debt $ 5,599,960 5,886,980 $ 4,922,725 $ 5,334,244 Variable rate debt 1,319,948 1,327,422 1,597,695 1,557,494 $ 6,919,908 $ 7,214,402 $ 6,520,420 $ 6,891,738 (1) Debt and preferred equity investments had an estimated fair value ranging between $1.3 billion and $1.4 billion at both December 31, 2013 and 2012. saleamounts presented herein.those sharesbusiness, we use a variety of commonly used derivative instruments, such as interest rate swaps, caps, collar and floors, to usmanage, or hedge interest rate risk. We hedge our exposure to variability in exchangefuture cash flows for an equivalent numberforecasted transactions in addition to anticipated future interest payments on existing debt.common units.Earnings per UnitDecember 31, 2013 Earnings per unit based on Level 2 information pursuant to ASC 810-10. 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 (amounts in thousands). Balance Sheet Location Interest Rate Cap $ 263,426 6.000 % November 2013 November 2015 Other Assets $ 9 Interest Rate Cap 137,500 4.000 % October 2013 September 2015 Other Assets 7 Interest Rate Swap 30,000 2.295 % July 2010 June 2016 Other Liabilities (1,293 ) Interest Rate Swap 8,500 0.740 % February 2012 February 2015 Other Liabilities (45 ) $ (1,322 ) and 2010 was computed as follows (amounts inrespectively (in thousands): 2012 2011 2010 $ 161,581 $ 631,861 $ 275,400 — — — $ 161,581 $ 631,861 $ 275,400 Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Location of Gain (Loss) Recognized in Income on Derivative Derivative 2013 2012 2011 2013 2012 2011 2013 2012 2011 Interest Rate Swaps/Caps $ (68 ) (912 ) $ (5,699 ) Interest expense $ 1,933 1,865 $ 1,554 Interest expense $ 3 3 $ (16 ) Share of unconsolidated joint ventures' derivative instruments 6,553 (9,637 ) (10,273 ) Equity in net income from unconsolidated joint ventures 5,072 10,811 11,072 Equity in net income from unconsolidated joint ventures — — — $ 6,485 $ (10,549 ) $ (15,972 ) $ 7,005 $ 12,676 $ 12,626 $ 3 $ 3 $ (16 ) 2012 2011 2010 92,526 85,747 79,422 — — — — — — — — — 347 497 339 92,873 86,244 79,761 We have excluded approximately 627,000, 680,000 and 804,800 common stock equivalents from the diluted shares outstanding for the years ended December 31, 2012, 2011 and 2010, respectively, as they were anti-dilutive.Table of ContentsSL GreenThe Operating Partnership L.P.Notesis the lessor and the sublessor to Consolidated Financial Statements (Continued)tenants under operating leases with expiration dates ranging from January 1, 2014 to 2044. The minimum rental amounts due under the leases are generally either 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. Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at 2012201314. for the consolidated properties, including consolidated joint venture properties, and our share of unconsolidated joint venture properties are as follows (in thousands): 2014 $ 992,002 $ 245,879 2015 939,016 195,447 2016 870,664 214,616 2017 792,471 201,671 2018 733,754 202,309 Thereafter 3,785,428 1,911,877 $ 8,113,335 $ 2,971,799 2012,2013, the actuary certified that for the plan years beginning July 1, 2011, and July 1, 2012 and July 2013, respectively, the Pension Plan was in critical status under the Pension Protection Act of 2006. The Pension Plan trustees adopted a rehabilitation plan consistent with this requirement. No surcharges have been paid to the Pension Plan as of December 31, 2012.2013. For the years ended December 31, 2013, 2012 2011 and 2010,2011, the Pension Plan received contributions from employers totaling $212.7$221.9 million $201.3, $212.7 million and $193.3$201.3 million, respectively. 2011 and 2010,2011, the Health Plan received contributions from employers totaling $893.3$923.5 million $843.2, $893.3 million and $770.8$843.2 million, respectively. 2011 and 20102011 are included in the table below (amounts in(in thousands): 2012 2011 2010 2013 2012 2011 $ 2,506 $ 2,264 $ 1,835 $ 2,765 $ 2,506 $ 2,264 8,020 6,919 5,754 8,522 8,020 6,919 6,025 5,111 4,143 6,006 6,025 5,111 $ 16,551 $ 14,294 $ 11,732 $ 17,293 $ 16,551 $ 14,294 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201214. Benefit Plans (Continued)SL Greenwe implemented a 401(K) Savings/Retirement Plan, or the 401(K) Plan, to cover eligible employees of ours, and any designated affiliate. The 401(K) Plan permits eligible employees to defer up to 15% of their annual compensation, subject to certain limitations imposed by the Code. The employees' elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(K) Plan. During 2000, SL Greenwe amended itsour 401(K) Plan to include a matching contribution, subject to ERISA limitations, equal to 50% of the first 4% of annual compensation deferred by an employee. During 2003, SL Greenwe amended itsour 401(K) Plan to provide for discretionary matching contributions only. For 2013, 2012 2011 and 2010,2011, a matching contribution equal to 50% of the first 6% of annual compensation was made. For the years ended December 31, 2013, 2012 2011 and 2010,2011, we made matching contributions of approximately $561,000, $502,000$550,000, $561,000 and $450,000,$502,000, respectively.15.SL Greenthe Operating Partnership are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business. Management believes the costs, if any, incurred by SL Green and us related to this litigation will not materially affect our financial position, operating results or liquidity. SL GreenJuly 2013January 2015 and January 2014.2018. The minimum cash-based compensation, including base salary and guaranteed bonus payments, associated with these employment agreements total approximately $4.5$4.7 million for 2013.2014. In addition these employment agreements provide for deferred compensation awards based on SL Green'sour stock price and which were valued at approximately $1.0$1.2 million on the grant date. The value of these awards may change based on fluctuations in SL Green'sour stock price.2012,2013, the first property portfolio maintains a blanket limit of $775.0$950.0 million per occurrence, including terrorism, for the majority of the New York City properties in our portfolio. The second portfolio maintains a limit of $750.0$700.0 million per occurrence, including terrorism, for some New York2013.2014. Each policy includes $100.0 million of flood coverage, with a lower sublimit for locations in high hazard flood zones. We maintain liability policies which cover all our properties and provide limits of $201.0 million per occurrence and in the aggregate per location. The liability policies expire on October 31, 2013.2014. Additional coverage may be purchased on a stand-alone basis for certain assets.SL Greenwe formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and be one of the elements of our overall insurance program. Belmont is a subsidiary of ours. Belmont was formed in an effort to, among other reasons, stabilize to some extent the fluctuations of insurance market conditions. Belmont is licensed in New York to write Terrorism, NBCR (nuclear, biological, chemical, and radiological), General Liability, Environmental Liability and D&O coverage. Belmont has purchased reinsurance to reinsure the retained insurance risks not covered by other insurance.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201215. Commitments and Contingencies (Continued)$6.2$7.0 million and $6.4$6.2 million as of December 31, 20122013 and 2011,2012, respectively.June 2007,November 2013, we renewed and extended the maturity date of the ground lease at 420 Lexington Avenue from December 31, 2029 through December 31, 2029,2050, with an optiontwo options for further extension through 2080.December 2085. Ground lease rent payments through 2029 will total approximatelybe $10.9 million per year. Thereafter,annually through December 2019, $11.2 million annually through December 2029 and then beginning in January 2030 through the groundremaining lease will beterm, a minimum annual rent of $12.3 million, subject to a revaluation byone-time adjustment based on 6% of the parties thereto.perin accordance with the terms of the lease agreement. Land was estimated to be approximately 40% of the fair market value of the property. The portion of the lease attributed to land was classified as an operating lease and the remainder as a capital lease which had a cost basis of $28.1$27.4 million at December 31, 2012.$12.2$22.9 million and cumulative amortization of $6.3$6.5 million and $6.0$6.3 million at December 31, 20122013 and 2011,2012, respectively.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201215. Commitments and Contingencies (Continued)December 31, 2012 (amounts in thousands): Capital lease Non-cancellable
operating leases $ 1,555 $ 37,431 1,705 37,531 1,743 37,757 1,857 38,315 2,007 38,561 99,828 1,482,791 108,695 $ 1,672,386 (71,177 ) $ 37,518 16. Financial Instruments: Derivatives and Hedging We recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be 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. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. Reported net income and capital 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. The following table summarizes the notional and fair value of our derivative financial instruments at December 31, 2012 based on Level 2 information pursuant to ASC 810-10. 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 (amounts in thousands). Notional
Value Strike
Rate Effective
Date Expiration
Date Fair
Value $ 775,000 3.650 % 04/2012 04/2013 $ — $ 475,000 6.000 % 03/2012 03/2013 $ — $ 271,912 6.000 % 11/2012 11/2013 $ — $ 30,000 2.295 % 07/2010 06/2016 $ (1,881 ) $ 8,500 0.740 % 02/2012 02/2015 $ (78 ) Certain interest rate caps are not designated as a hedging instrument and changes in the value are marked to market through earnings.SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)2012201316. Financial Instruments: Derivatives and Hedging (Continued) (in thousands): On December 31, 2012, the derivative instruments were reported as an obligation at their fair value of approximately $2.0 million. This is included in Other Liabilities on the consolidated balance sheet at December 31, 2012. Included in accumulated other comprehensive loss at December 31, 2012 was approximately $17.4 million from the settlement of hedges, which are being amortized over the remaining term of the related mortgage obligation, and active hedges and our share of joint venture accumulated other comprehensive loss of approximately $16.6 million. Currently, all of our designated derivative instruments are effective hedging instruments. In March 2010, we terminated forward swaps which resulted in a net loss of approximately $19.5 million from the settlement of the hedges. This payment was included in financing activities in the consolidated statement of cash flows. This loss will be amortized over the 10-year term of the related financing. This loss is included in the $17.4 million balance noted above. The balance in accumulated other comprehensive loss relating to derivatives was $34.1 million and $36.2 million at December 31, 2012 and 2011, respectively. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive loss will be reclassified into earnings as an adjustment to interest expense in the same periods in which the hedged interest payments affect earnings. We estimate that approximately $2.1 million of the current balance held in accumulated other comprehensive loss will be reclassified into interest expense and $4.9 million of the portion related to our share of joint venture accumulated other comprehensive loss will be reclassified into equity in net income from unconsolidated joint ventures within the next 12 months.December 31, Capital lease 2014 $ 2,292 $ 35,356 2015 2,363 35,511 2016 2,531 35,943 2017 2,652 36,176 2018 2,652 36,176 Thereafter 353,826 1,409,808 Total minimum lease payments 366,316 $ 1,588,970 Less amount representing interest (318,645 ) Present value of net minimum lease payments $ 47,671 hedging exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. The following table presents the effect of our derivative financial instruments and our share of our joint venture's derivative financial instruments on the consolidated statements of income as of December 31, 2012, 2011 and 2010, respectively (amounts in thousands): Amount of (Loss) or Gain
Recognized in Other
Comprehensive Loss
(Effective Portion) For the
Year Ended December 31, Amount of (Loss) or Gain
Reclassified from
Accumulated Other
Comprehensive Loss into
Interest Expense/ Equity in
net income of
unconsolidated joint
ventures (Effective Portion)
For the Year Ended
December 31, Amount of (Loss) or
Gain Recognized in
Interest Expense/
Equity in Net
Income of
Unconsolidated
Joint Ventures
(Ineffective Portion)
For the Year Ended Derivative 2012 2011 2010 2012 2011 2010 2012 2011 2010 Interest Rate Swaps/Caps $ (10,594 ) $ (16,049 ) $ (17,619 ) $ (12,657 ) $ (12,625 ) $ (12,661 ) $ (3 ) $ (16 ) $ (1,329 ) Interest Rate Caps/Currency Hedges — — — — — — $ (847 ) (82 ) — SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201217. Environmental Matters SL Green's 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 the properties were sold.18. Segment Information We areREIT primarily engaged in owning, managing, leasing, acquiring and repositioning commercial properties in the New York Metropolitan area and have two reportable segments, real estate and debt and preferred equity investments.equity. We evaluate real estate performance and allocate resources based on earnings contribution to income from continuing operations. 2011 and 2010,2011, and selected asset information as of December 31, 20122013 and 2011,2012, regarding our operating segments are as follows (amounts in(in thousands): Real
Estate
Segment Debt and
Preferred
Equity
Segment Total
Company Years ended: December 31, 2013 $ 1,275,234 $ 193,843 $ 1,469,077 $ 1,281,100 $ 119,155 $ 1,400,255 1,263,574 119,155 1,382,729 1,143,010 120,418 1,263,428 1,126,441 120,418 1,246,859 936,460 147,926 1,084,386 Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate and purchase price fair value adjustment Years ended: December 31, 2013 $ (27,024 ) $ 160,386 $ 133,362 $ 63,958 $ 92,946 $ 156,904 60,455 92,946 153,401 23,107 101,037 124,144 20,327 101,037 121,364 27,101 120,585 147,686 December 31, 2013 $ 13,641,727 $ 1,317,274 $ 14,959,001 $ 13,021,095 $ 1,366,659 $ 14,387,754 13,028,406 1,357,890 14,386,296 12,490,502 993,350 13,483,852 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201218. Segment Information (Continued)$88.5 $85.7, $88.5 million and $87.8$85.7 million for the years ended 2011 and 2010,2011, respectively) to the debt and preferred equity segment since we base performance on the individual segments prior to allocating marketing, general and administrative expenses. All other expenses, except interest, relate entirely to the real estate assets.attributable to SLGOP common unitholdersfor the years ended December 31, 2013, 2012 and 2011 (in thousands): Years ended December 31, 2013 2012 2011 Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate and purchase price fair value adjustment $ 133,362 $ 153,401 $ 121,364 Equity in net gain on sale of interest in unconsolidated joint venture/real estate 3,601 37,053 2,918 Purchase price fair value adjustment (2,305 ) — 498,195 Income from continuing operations 134,658 190,454 622,477 Net income from discontinued operations 1,725 12,619 8,560 Gain on sale of discontinued operations 14,900 6,627 46,085 Net income $ 151,283 $ 209,700 $ 677,122 2012, 20112013 and 2010 (amounts in thousands): Years ended December 31, 2012 2011 2010 $ 156,904 $ 124,144 $ 147,686 37,053 2,918 128,921 — 498,195 — 193,957 625,257 276,607 9,116 5,780 7,064 6,627 46,085 35,485 209,700 677,122 319,156 (5,591 ) (15,083 ) (14,007 ) (2,107 ) — — 202,002 662,039 305,149 (10,010 ) — — (30,411 ) (30,178 ) (29,749 ) $ 161,581 $ 631,861 $ 275,400 SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 2012,19. Supplemental Disclosure of Non-Cash Investing and Financing Activities The following table provides information on non-cash investing and financing activities for the years ended December 31, 2012 and 2011, respectively (amounts in thousands): Years ended December 31, 2012 2011 $ 722 $ 699 42,239 62,443 87,513 865 92 1,870 25,362 286,571 — 30,000 1,738 3,990 — 34,500 — 943,767 — 1,156,929 — 87,264 13,750 — 31,698 — 28,195 — 5,135 — 28,132 — 104,107 — 4,901 — 136 — 47,550 — SL Green Operating Partnership, L.P.Notes to Consolidated Financial Statements (Continued)December 31, 201220. Quarterly Financial Data (unaudited) We are providing updated summary selected quarterly financial information, which is reflective of the reclassification of the properties sold or held during 201220112012 as discontinued operations.operations (see Note 4, "Property Dispositions"), was as follows (in thousands, except for per share amounts):2013 Quarter Ended December 31 September 30 June 30 March 31 Total revenues $ 374,699 $ 363,765 $ 365,145 $ 365,468 Income from continuing before equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, gain (loss) on early extinguishment of debt, loss on sale of investment in marketable securities, net of noncontrolling interests $ 33,314 $ 25,924 $ 34,019 $ 42,776 Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate 7,538 (354 ) (3,583 ) — Purchase price fair value adjustment — — (2,305 ) — Gain (loss) on early extinguishment of debt 5 — (10 ) (18,513 ) Loss on sale of investment in marketable securities — — (8 ) (57 ) Net income (loss) from discontinued operations — 1,406 (678 ) 997 Gain on sale of discontinued operations — 13,787 — 1,113 Net income attributable to SL Green 40,857 40,763 27,435 26,316 Preferred stock redemption costs — — (12,160 ) — Perpetual preferred stock dividends (3,737 ) (3,738 ) (6,999 ) (7,407 ) Net income attributable to SL Green common stockholders $ 37,120 $ 37,025 $ 8,276 $ 18,909 Net income attributable to common stockholders per common share—basic $ 0.39 $ 0.40 $ 0.09 $ 0.21 Net income attributable to common stockholders per common share—diluted $ 0.39 $ 0.40 $ 0.09 $ 0.21 2012 Quarter Ended December 31 September 30 June 30 March 31 Total revenues $ 346,599 $ 357,011 $ 344,535 $ 334,585 Income from continuing before equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate, loss on early extinguishment of debt, gain on sale of investment in marketable securities, net of noncontrolling interests $ 2,624 $ 27,276 $ 94,362 $ 17,882 Equity in net gain (loss) on sale of interest in unconsolidated joint venture/ real estate 19,277 (4,807 ) 15,323 7,260 Loss on early extinguishment of debt (6,978 ) — — — Gain on sale of investment in marketable securities 2,703 2,237 — — Net income from discontinued operations 9,737 951 899 1,032 Gain on sale of discontinued operations — — — 6,627 Net income attributable to SL Green 27,363 25,657 110,584 32,801 Preferred stock redemption costs — (10,010 ) — — Perpetual preferred stock dividends (7,407 ) (7,915 ) (7,544 ) (7,545 ) Net income attributable to SL Green common stockholders $ 19,956 $ 7,732 $ 103,040 $ 25,256 Net income attributable to common stockholders per common share—basic $ 0.22 $ 0.09 $ 1.15 $ 0.29 Net income attributable to common stockholders per common share—diluted $ 0.22 $ 0.09 $ 1.14 $ 0.29 last two years ended December 31, 2013 and 2012, which is presented inreflective of the tables belowreclassification of the properties sold or held during 2013 and 2012 as discontinued operations (see Note 4, "Property Dispositions"), was as follows (in thousands).thousands, except for per share amounts): December 31 September 30 June 30 March 31 $ 350,733 $ 361,385 $ 349,004 $ 339,133 3,956 28,577 98,749 19,962 19,277 (4,807 ) 15,323 7,260 — — — — (6,978 ) — — — 2,703 2,237 — — 9,126 217 (67 ) (160 ) — — — 6,627 28,084 26,224 114,005 33,689 — (10,010 ) — — (7,407 ) (7,915 ) (7,544 ) (7,545 ) $ 20,677 $ 8,299 $ 106,461 $ 26,144 $ 0.23 $ 0.09 $ 1.15 $ 0.29 $ 0.23 $ 0.09 $ 1.14 $ 0.29 2013 Quarter Ended December 31 September 30 June 30 March 31 Total revenues $ 374,699 $ 363,765 $ 365,145 $ 365,468 Income from continuing before equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, gain (loss) on early extinguishment of debt, loss on sale of investment in marketable securities, net of noncontrolling interests $ 34,428 $ 27,034 $ 34,263 $ 43,331 Equity in net (loss) gain on sale of interest in unconsolidated joint venture/ real estate 7,538 (354 ) (3,583 ) — Purchase price fair value adjustment — — (2,305 ) — Gain (loss) on early extinguishment of debt 5 — (10 ) (18,513 ) Loss on sale of investment in marketable securities — — (8 ) (57 ) Net income (loss) from discontinued operations — 1,406 (678 ) 997 Gain on sale of discontinued operations — 13,787 — 1,113 Net income attributable to SLGOP 41,971 41,873 27,679 26,871 Preferred unit redemption costs — — (12,160 ) — Perpetual preferred units distributions (3,737 ) (3,738 ) (6,999 ) (7,407 ) Net income attributable to SLGOP common unitholders $ 38,234 $ 38,135 $ 8,520 $ 19,464 Net income attributable to common unitholders per common unit—basic $ 0.39 $ 0.40 $ 0.09 $ 0.21 Net income attributable to common unitholders per common unit—diluted $ 0.39 $ 0.40 $ 0.09 $ 0.21 2012 Quarter Ended December 31 September 30 June 30 March 31 Total revenues $ 346,598 $ 357,011 $ 344,535 $ 334,585 Income from continuing before equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate, loss on early extinguishment of debt, gain on sale of investment in marketable securities, net of noncontrolling interests $ 3,345 $ 27,843 $ 97,783 $ 18,770 Equity in net gain (loss) on sale of interest in unconsolidated joint venture/ real estate 19,277 (4,807 ) 15,323 7,260 Loss on early extinguishment of debt (6,978 ) — — — Gain on sale of investment in marketable securities 2,703 2,237 — — Net income from discontinued operations 9,737 951 899 1,032 Gain on sale of discontinued operations — — — 6,627 Net income attributable to SLGOP 28,084 26,224 114,005 33,689 Preferred unit redemption costs — (10,010 ) — — Perpetual preferred distributions (7,407 ) (7,915 ) (7,544 ) (7,545 ) Net income attributable to SLGOP common unitholders $ 20,677 $ 8,299 $ 106,461 $ 26,144 Net income attributable to common unitholders per common unit—basic $ 0.22 $ 0.09 $ 1.15 $ 0.29 Net income attributable to common unitholders per common unit—diluted $ 0.22 $ 0.09 $ 1.14 $ 0.29 Notes to Consolidated Financial Statements (Continued)December 31, 201220. Quarterly Financial Data (unaudited) (Continued) December 31 September 30 June 30 March 31 $ 328,877 $ 306,624 $ 298,705 $ 329,222 2,516 9,713 22,101 74,750 (114 ) 3,032 — — 8,306 999 475,102 13,788 — (67 ) 971 — 4,999 — (6 ) (127 ) (5,789 ) — — — 1,116 1,116 1,675 1,873 — — 46,085 — 11,034 14,793 545,928 90,284 (7,543 ) (7,545 ) (7,545 ) (7,545 ) $ 3,491 $ 7,248 $ 538,383 $ 82,739 $ 0.03 $ 0.08 $ 6.30 $ 1.02 $ 0.03 $ 0.08 $ 6.26 $ 1.01 21. Subsequent Events In January 2013, we sold 50% of our interest in the $118.2 million mezzanine loan for $57.8 million, which generated additional income of $12.9 million. In February 2013, we refinanced the $775.0 million mortgage at 1515 Broadway that was due to mature in April 2018 with a $900.0 million 12-year mortgage which carries a rate of interest of 3.93% per annum.SL Green Operating Partnership, L.P.
Schedule II—Valuation and Qualifying Accounts2012
2013Dollars in thousands) Column B Column C Column D Column E Column B Column C Column D Column E Balance at
Beginning of
Year Additions
Charged Against
Operations Uncollectible
Accounts
Written-off Balance at
End of Year Year Ended December 31, 2013 Tenant and other receivables—allowance $ 14,341 3,052 (68 ) $ 17,325 Deferred rent receivable—allowance $ 29,580 3,133 (2,380 ) $ 30,333 $ 16,772 10,147 (5,267 ) $ 21,652 $ 11,326 10,147 (7,132 ) $ 14,341 $ 29,156 3,193 (2,769 ) $ 29,580 $ 29,156 3,193 (2,769 ) $ 29,580 $ 12,981 4,537 (746 ) $ 16,772 $ 30,834 6,638 (8,316 ) $ 29,156 $ 14,271 2,165 (3,455 ) $ 12,981 $ 10,198 4,537 (3,409 ) $ 11,326 $ 24,347 3,138 3,349 $ 30,834 $ 30,834 6,638 (8,316 ) $ 29,156 2012
2013Column A Column B Column C
Initial Cost Column D
Cost Capitalized Subsequent To
Acquisition Column E Gross Amount at Which Carried at Close of Period Column F Column G Column H Column I Encumbrances Land Building &
Improvements Land Building &
Improvements Land Building &
Improvements Total Accumulated
Depreciation Date of
Construction Date
Acquired Life on Which
Depreciation is
Computed $ — $ — $ 35,727 $ — $ 12,008 $ — $ 47,735 $ 47,735 $ 18,538 1928 8/1997 Various 184,992 — 107,832 — 150,505 — 258,337 258,337 78,299 1927 3/1998 Various 120,000 19,844 42,499 — 32,412 19,844 74,911 94,755 26,054 1955 5/1998 Various — 18,846 78,704 — 37,612 18,846 116,316 135,162 40,143 1971 1/1999 Various — 21,205 85,559 — 28,469 21,205 114,028 135,233 46,077 1920 6/2001 Various 185,906 50,373 203,727 635 42,141 51,008 245,868 296,876 64,001 1929 2/2003 Various — — 62,695 — 6,738 — 69,433 69,433 17,444 1988 10/2003 Various — 51,093 205,972 — 30,120 51,093 236,092 287,185 54,689 1958 7/2004 Various 125,603 — 246,673 — 28,502 — 275,175 275,175 60,598 1956 10/2004 Various 450,000 77,517 326,825 765 86,025 78,282 412,850 491,132 98,492 1956 12/2004 Various — 36,677 145,954 — 4,640 36,677 150,594 187,271 24,420 1925 6/2006 Various 170,000 60,766 250,922 — 12,635 60,766 263,557 324,323 42,272 1998 1/2007 Various — 114,077 476,386 — 39,315 114,077 515,701 629,778 83,226 1970 1/2007 Various 500,000 223,529 1,033,198 35,410 8,084 258,939 1,041,282 1,300,221 160,004 1970 1/2007 Various — — 728,213 — 30,143 — 758,356 758,356 129,505 1969 1/2007 Various — 91,038 380,744 — 22,694 91,038 403,438 494,476 66,036 1966 1/2007 Various — 49,392 104,376 2,473 8,795 51,865 113,171 165,036 21,597 1983/1986 1/2007 Various — 6,324 26,096 — 2,593 6,324 28,689 35,013 5,545 1979 1/2007 Various — 5,933 23,826 — 5,177 5,933 29,003 34,936 5,703 1984 1/2007 Various — 10,526 43,109 — 6,762 10,526 49,871 60,397 8,464 1988 1/2007 Various — 11,183 47,906 — 3,263 11,183 51,169 62,352 8,847 1990 1/2007 Various — 9,777 39,048 — 4,183 9,777 43,231 53,008 6,701 1986 1/2007 Various — 6,865 28,264 — 3,557 6,865 31,821 38,686 5,503 1991 1/2007 Various — 29,497 118,250 — 10,549 29,497 128,799 158,296 21,318 2000 1/2007 Various 84,486 50,947 195,167 — 20,533 50,947 215,700 266,647 34,333 1973-1984 1/2007 Various — 2,088 7,748 (367 ) (153 ) 1,721 7,595 9,316 209 2007 1/2007 Various 11,500 3,025 12,889 — 1,383 3,025 14,272 17,297 2,472 2002 1/2007 Various — 11,696 45,364 — 4,031 11,696 49,395 61,091 8,040 1989 1/2007 Various — 16,916 68,849 — 3,995 16,916 72,844 89,760 11,962 1989 1/2007 Various — 7,747 30,423 — 3,354 7,747 33,777 41,524 5,447 1988 1/2007 Various 24,060 11,210 44,782 — 4,481 11,210 49,263 60,473 7,430 1973 1/2007 Various — 1,371 5,446 — 10,119 1,371 15,565 16,936 563 1962 1/2007 Various — 38,889 — 285 1 39,174 1 39,175 — — 1/2007 Various — 14,763 65,241 (2,630 ) (12,115 ) 12,133 53,126 65,259 8,556 1923 4/2007 Various — 36,711 146,880 — 22,507 36,711 169,387 206,098 24,308 1954 6/2007 Various — 13,516 53,228 — 2,524 13,516 55,752 69,268 9,008 1987 6/2007 Various 607,678 172,641 654,394 905 12,848 173,546 667,242 840,788 90,742 1960 8/2007 Various — 5,884 25,958 — 23,169 5,884 49,127 55,011 1,669 2008 1/2008 Various 230,000 32,494 79,996 2,500 56,673 34,994 136,669 171,663 14,445 1959 1/2010 Various 146,250 120,900 189,714 — 18,791 120,900 208,505 329,405 16,538 1923 10/2010 Various 191,250 92,655 — 100,633 — 193,288 — 193,288 — — 12/2010 Various 267,650 131,766 — 110,771 — 242,537 — 242,537 — — 12/2010 Various — 3,677 14,708 2,523 (4,550 ) 6,200 10,158 16,358 560 2010 12/2010 Various 769,813 462,700 707,938 1,145 19,683 463,845 727,621 1,191,466 38,921 1972 4/2011 Various — 34,000 46,411 — 4,214 34,000 50,625 84,625 3,424 1921 5/2011 Various 271,215 191,523 233,230 — (683 ) 191,523 232,547 424,070 9,925 1984 11/2011 Various — 44,095 33,470 5 2,081 44,100 35,551 79,651 1,321 1913 11/2011 Various 70,000 39,780 69,895 — 3,181 39,780 73,076 112,856 1,667 1931 1/2012 Various 30,000 17,549 30,916 — 1,106 17,549 32,022 49,571 723 1929 1/2012 Various — — 7,131 — — — 7,131 7,131 372 1996/2012 1/2012 Various 8,371 6,153 10,461 — 11 6,153 10,472 16,625 251 1910 1/2012 Various — — 7,389 — 132 — 7,521 7,521 171 1928-1940 1/2012 Various — 54,189 75,619 300 1,109 54,489 76,728 131,217 1,715 1930 6/2012 Various — 24,179 37,158 164 803 24,343 37,961 62,304 234 1902 9/2012 Various — 45,668 67,316 308 430 45,976 67,746 113,722 629 1902 9/2012 Various — — 29,126 — — — 29,126 29,126 — 1932 10/2012 Various — 36,915 86,135 — — 36,915 86,135 123,050 — 1891 12/2012 Various — 5,400 12,600 — — 5,400 12,600 18,000 — 1900/1972 12/2012 Various — 1,130 — 3,635 22,187 4,765 22,187 26,952 4,212 $ 4,448,774 $ 2,626,639 $ 7,938,087 $ 259,460 $ 838,767 $ 2,886,099 $ 8,776,854 $ 11,662,953 $ 1,393,323 (1)Property located in New York, New York.(2)Property located in Westchester County, New York.(3)Property located in Connecticut.(4)Property located in New Jersey.(5)We own a 51% interest in this property.(6)Other includes tenant improvements at eEmerge, capitalized interest and corporate improvements.(7)We own a 49.9% interest in this property.(8)Property located in Brooklyn, New York.(9)We own a 80.0% interest in this property.(10)We own a 87.5% interest in this property.Column A Column B Column F Column G Column H Column I Description Encumbrances Land Land Land Total Accumulated Depreciation 673 First Ave(1) $ — $ — $ 35,727 $ — $ 23,464 $ — $ 59,191 $ 59,191 $ 20,019 1928 8/1997 Various 420 Lexington Ave(1) 182,641 — 107,832 — 169,790 — 277,622 277,622 91,253 1927 3/1998 Various 711 Third Avenue(1) 120,000 19,844 42,499 — 35,029 19,844 77,528 97,372 29,359 1955 5/1998 Various 555 W. 57th Street(1) — 18,846 78,704 — 43,084 18,846 121,788 140,634 44,318 1971 1/1999 Various 317 Madison Ave(1) — 21,205 85,559 — 28,821 21,205 114,380 135,585 49,963 1920 6/2001 Various 220 East 42nd Street(1) 275,000 50,373 203,727 635 52,189 51,008 255,916 306,924 72,157 1929 2/2003 Various 461 Fifth Avenue(1) — — 62,695 — 8,003 — 70,698 70,698 19,807 1988 10/2003 Various 750 Third Avenue(1) — 51,093 205,972 — 33,895 51,093 239,867 290,960 62,379 1958 7/2004 Various 625 Madison Ave(1) 120,830 — 246,673 — 33,212 — 279,885 279,885 69,230 1956 10/2004 Various 485 Lexington Avenue(1) 450,000 77,517 326,825 765 87,964 78,282 414,789 493,071 112,976 1956 12/2004 Various 609 Fifth Avenue(1) — 36,677 145,954 — 7,230 36,677 153,184 189,861 28,481 1925 6/2006 Various 120 West 45th Street(1) 170,000 60,766 250,922 — 18,090 60,766 269,012 329,778 49,892 1998 1/2007 Various 810 Seventh Avenue(1) — 114,077 476,386 — 44,614 114,077 521,000 635,077 98,988 1970 1/2007 Various 919 Third Avenue(1)(2) 500,000 223,529 1,033,198 35,410 16,799 258,939 1,049,997 1,308,936 188,175 1970 1/2007 Various 1185 Avenue of the Americas(1) — — 728,213 — 32,402 — 760,615 760,615 152,278 1969 1/2007 Various 1350 Avenue of the Americas(1) — 91,038 380,744 — 26,376 91,038 407,120 498,158 78,379 1966 1/2007 Various — 49,392 104,376 2,473 16,810 51,865 121,186 173,051 26,659 1983/1986 1/2007 Various 520 White Plains Road(3) — 6,324 26,096 — 4,352 6,324 30,448 36,772 6,573 1979 1/2007 Various 115-117 Stevens Avenue(3) — 5,933 23,826 — 5,891 5,933 29,717 35,650 6,825 1984 1/2007 Various 100 Summit Lake Drive(3) — 10,526 43,109 — 7,036 10,526 50,145 60,671 10,089 1988 1/2007 Various 200 Summit Lake Drive(3) — 11,183 47,906 — 6,222 11,183 54,128 65,311 10,388 1990 1/2007 Various 500 Summit Lake Drive(3) — 9,777 39,048 — 5,508 9,777 44,556 54,333 8,023 1986 1/2007 Various 140 Grand Street(3) — 6,865 28,264 — 4,048 6,865 32,312 39,177 6,608 1991 1/2007 Various 360 Hamilton Avenue(3) — 29,497 118,250 — 11,545 29,497 129,795 159,292 25,138 2000 1/2007 Various 1-6 Landmark Square(4) 82,909 50,947 195,167 — 23,919 50,947 219,086 270,033 41,223 1973-1984 1/2007 Various 7 Landmark Square(4) — 2,088 7,748 (367 ) (134 ) 1,721 7,614 9,335 403 2007 1/2007 Various 680 Washington Boulevard(2)(4) — 11,696 45,364 — 4,218 11,696 49,582 61,278 9,539 1989 1/2007 Various 750 Washington Boulevard(2)(4) — 16,916 68,849 — 4,854 16,916 73,703 90,619 14,140 1989 1/2007 Various 1010 Washington Boulevard(4) — 7,747 30,423 — 3,667 7,747 34,090 41,837 6,507 1988 1/2007 Various 500 West Putnam Avenue(4) 23,529 11,210 44,782 — 4,594 11,210 49,376 60,586 8,837 1973 1/2007 Various 150 Grand Street(3) — 1,371 5,446 — 10,485 1,371 15,931 17,302 1,137 1962 1/2007 Various 400 Summit Lake Drive(3) — 38,889 — 285 1 39,174 1 39,175 1 --- 1/2007 Various 331 Madison Avenue(1) — 14,763 65,241 — 902 14,763 66,143 80,906 12,419 1923 4/2007 Various 1055 Washington Boulevard(4) — 13,516 53,228 — 3,118 13,516 56,346 69,862 10,700 1987 6/2007 Various 1 Madison Avenue(1) 587,336 172,641 654,394 905 14,384 173,546 668,778 842,324 107,764 1960 8/2007 Various 125 Chubb Way(5) — 5,884 25,958 — 23,478 5,884 49,436 55,320 3,372 2008 1/2008 Various 100 Church Street(1) 230,000 32,494 79,996 2,500 81,109 34,994 161,105 196,099 21,198 1959 1/2010 Various 125 Park Avenue(1) 146,250 120,900 189,714 — 29,893 120,900 219,607 340,507 26,598 1923 10/2010 Various 2 Herald Square(1) 191,250 92,655 — 100,633 — 193,288 — 193,288 — --- 12/2010 Various 885 Third Avenue(1) 267,650 131,766 — 110,771 — 242,537 — 242,537 — --- 12/2010 Various Williamsburg(6) — 3,677 14,708 2,523 (4,550 ) 6,200 10,158 16,358 821 2010 12/2010 Various 1515 Broadway(1) 900,000 462,700 707,938 1,145 27,119 463,845 735,057 1,198,902 63,103 1972 4/2011 Various 110 East 42nd Street(1) — 34,000 46,411 2,354 13,490 36,354 59,901 96,255 6,371 1921 5/2011 Various 180 Maiden Lane(1)(7) 262,706 191,523 233,230 — 4,871 191,523 238,101 429,624 18,599 1984 11/2011 Various 51 East 42nd Street(1) — 44,095 33,470 5 2,255 44,100 35,725 79,825 2,440 1913 11/2011 Various 400 East 57th Street(1)(8) 70,000 39,780 69,895 — 6,027 39,780 75,922 115,702 3,571 1931 1/2012 Various 400 East 58th Street(1)(8) 30,000 17,549 30,916 — 2,388 17,549 33,304 50,853 1,552 1929 1/2012 Various 752 Madison Avenue(1)(8) — — 7,131 — 10 — 7,141 7,141 423 1996/2012 1/2012 Various 762 Madison Avenue(1)(8) 8,211 6,153 10,461 — 89 6,153 10,550 16,703 524 1910 1/2012 Various 19-21 East 65th Street(1)(8) — — 7,389 — 151 — 7,540 7,540 365 1928-1940 1/2012 Various 304 Park Avenue(1) — 54,189 75,619 300 4,198 54,489 79,817 134,306 4,726 1930 6/2012 Various 635 Sixth Avenue(1) — 24,180 37,158 163 18,071 24,343 55,229 79,572 — 1902 9/2012 Various 641 Sixth Avenue(1) — 45,668 67,316 308 768 45,976 68,084 114,060 2,922 1902 9/2012 Various 1080 Amsterdam(1)(9) — — 27,445 — 8,450 — 35,895 35,895 — 1932 10/2012 Various 131-137 Spring Street(1) — 27,021 105,342 154 637 27,175 105,979 133,154 2,826 1891 12/2012 Various 985-987 Third Avenue(1) — 5,400 12,600 3,635 248 9,035 12,848 21,883 — 1900/1972 12/2012 Various 248-252 Bedford Avenue(6)(10) 22,000 10,865 44,035 — 2,106 10,865 46,141 57,006 490 2012 3/2013 Various 16 Court Street(6) 79,243 19,217 63,210 — 2,207 19,217 65,417 84,634 1,736 1927-1928 4/2013 Various 315 West 33rd Street (1) — 116,033 270,742 — — 116,033 270,742 386,775 921 2000-2001 11/2013 Various Fifth Avenue Retail Assemblage(1) — 43,800 102,200 — — 43,800 102,200 146,000 284 1909/1920/1921 11/2013 Various Other(11) — 1,130 — 1,004 9,826 2,134 9,826 11,960 2,771 Total $ 4,719,555 $ 2,766,925 $ 8,276,031 $ 265,601 $ 1,025,223 $ 3,032,526 $ 9,301,254 $ 12,333,780 $ 1,646,240 (1) Property located in New York, New York. (2) We own a 51% interest in this property. (3) Property located in Westchester County, New York. (4) Property located in Connecticut. (5) Property located in New Jersey. (6) Property located in Brooklyn, New York. (7) We own a 49.9% interest in this property. (8) We own a 80.0% interest in this property. (9) We own a 87.5% interest in this property. (10) We own a 90.0% interest in this property. (11) Other includes tenant improvements at eEmerge, capitalized interest and corporate improvements. (Continued)20122013(Dollars in thousands)three years ended December 31, 2013, 2012 and 2011 are as follows: 2012 2011 2010 2013 2012 2011 $ 11,147,151 $ 8,890,064 $ 8,257,100 $ 11,662,953 $ 11,147,151 $ 8,890,064 649,445 2,276,308 703,721 702,717 649,445 2,276,308 146,410 162,875 97,099 199,141 146,410 162,875 (280,053 ) (182,096 ) (167,856 ) (231,031 ) (280,053 ) (182,096 ) $ 11,662,953 $ 11,147,151 $ 8,890,064 $ 12,333,780 $ 11,662,953 $ 11,147,151 20122013 was approximately $8.3$8.6 billion.three years ended December 31, 2013, 2012 and 2011 are as follows: 2012 2011 2010 2013 2012 2011 $ 1,136,603 $ 916,293 $ 738,422 $ 1,393,323 $ 1,136,603 $ 916,293 288,560 245,421 209,472 286,776 288,560 245,421 (31,840 ) (25,111 ) (31,601 ) (33,859 ) (31,840 ) (25,111 ) $ 1,393,323 $ 1,136,603 $ 916,293 $ 1,646,240 $ 1,393,323 $ 1,136,603 Report of Independent Registered Public Accounting FirmThe Stockholders1515 Broadway Realty Corp. We have audited the accompanying consolidated statements of income, equity and cash flows of 1515 Broadway Realty Corp. (the "Company") for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of 1515 Broadway Realty Corp.'s operations and their cash flows for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.New York, New York/s/ Ernst & Young LLPFebruary 2, 20111515 Broadway Realty Corp.Consolidated Statement of Income(Dollars in thousands) Year Ended
December 31,
2010 $ 77,438 24,044 32 13 101,527 25,227 100 20,016 21,398 14,570 81,311 20,216 — 20,216 (19 ) $ 20,197 The accompanying notes are an integral part of these consolidated financial statements.1515 Broadway Realty Corp.Consolidated Statement of EquityYear Ended December 31, 2010(Dollars in thousands) Series A
Preferred
Stock Series B
Subordinated
Preferred
Stock Class A
Common
Stock Additional
Paid-
In-Capital Distributions
in Excess
of Earnings Accumulated
Other
Comprehensive
Income (Loss) Noncontrolling
Interests Total Comprehensive
Income $ 100 $ — $ — $ 255,452 $ (192,226 ) $ (61 ) $ 617 $ 63,882 — — — — 20,216 — — 20,216 $ 20,216 — — — — — 75 — 75 75 (19 ) (19 ) — — — — (9,500 ) — — (9,500 ) $ 100 $ — — $ 255,452 $ (181,529 ) $ 14 $ 617 $ 74,654 $ 20,291 The accompanying notes are an integral part of these financial statements.1515 Broadway Realty Corp.Consolidated Statement of Cash Flows(Dollars in thousands) Year Ended
December 31,
2010 $ 20,216 16,911 (1,951 ) 964 (1,002 ) (209 ) (4,853 ) 6,156 (423 ) (10,308 ) 25,501 (13,364 ) 700 (12,664 ) (12,103 ) (161 ) (9,519 ) (21,783 ) (8,946 ) 25,156 $ 16,210 $ 19,065 $ 692 $ 590 The accompanying notes are an integral part of these financial statements.1515 Broadway Realty Corp.Notes to Consolidated Financial StatementsDecember 31, 2010(Dollars in thousands)1. Organization 1515 Broadway Realty Corp. (the "Company") is a Maryland corporation that qualifies as a real estate investment trust ("REIT") for Federal income tax purposes. The Company was formed by SL Green Private REIT LLC, a Delaware limited liability company ("SLG 1515") and the predecessor-in-interest of SITQ BST-REIT, LP, a Delaware limited partnership ("SITQ 1515"). SLG 1515 is owned by SL Green Operating Partnership, L.P., a Delaware limited partnership. SITQ 1515 is an indirect, wholly owned subsidiary of Caisse de dépôt et placement du Québec. On May 15, 2002, the Company acquired an approximate 99.7% indirect fee ownership estate in the real property and improvements located at 1515 Broadway, New York, New York (the "Property"). The Property was acquired for approximately $483,500. The Company's sole direct asset is its 99.9% membership interest in 1515 SLG Owner LLC which, through various entities, owns 99.8% of the Property, with the remaining 0.2% owned by the noncontrolling interest of the Company. The Property contains over 1.72 million rentable square feet. The Company currently does not intend to acquire other properties. As a result of the loan modification, pre-determined performance thresholds were exceeded in November 2005, thereby increasing SLG 1515's economic interest in the Property to approximately 68.5%.2. Basis of Presentation and Significant Accounting Policies In June 2009, the Financial Accounting Standards Board (the "FASB") issued guidance regarding the Accounting Codification and the Hierarchy of Generally Accepted Accounting Principles ("GAAP"). This guidance establishes the FASB Accounting Standards Codification (the "Codification"), as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP, and states that all guidance contained in the Codification carries equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC"), under federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification does not change GAAP; however, it does change the way in which it is to be researched and referenced. This guidance is effective for financial statements issued for interim and annual periods ending September 15, 2009. The Company has implemented the Codification in these consolidated financial statements.Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, which are wholly owned or controlled by the Company. This includes 1515 Broadway Finance LLC ("1515 Finance"). All the activity related to 1515 Finance is allocated exclusively to SLG 1515. All significant intercompany balances and transactions have been eliminated in consolidation.Commercial Real Estate Property Rental property is stated at cost, less accumulated depreciation. Costs directly related to the acquisition and redevelopment of rental property are capitalized. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the1515 Broadway Realty Corp.Notes to Consolidated Financial Statements (Continued)December 31, 2010(Dollars in thousands)2. Basis of Presentation and Significant Accounting Policies (Continued)asset, are capitalized and depreciated over their estimated useful lives. Fully depreciated assets are removed from the accounts. The Property is depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:CategoryTermBuilding (fee ownership)40 yearsBuilding improvementsShorter of remaining life of the building or estimated useful life At December 31, building and improvements consisted of the following: 2010 $ 389,181 70,044 $ 459,225 Depreciation expense amounted to $12,170 for the year ended December 31, 2010. On a periodic basis, management assesses whether there are any indicators that the value of the real estate property may be impaired. A property's value is impaired if the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. Management of the Company does not believe that the value of the property was impaired at December 31, 2010. Upon acquisitions of real estate, the Company assesses the fair value of acquired assets including land, building and tenant improvements, acquired above and below market leases and the origination cost of acquired in-place leases and acquired liabilities, and allocates purchase price based on these assessments. The Company assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization 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. As a result of its evaluations, the Company recorded a deferred liability of $3,643, representing the net value of acquired above and below market leases and assumed lease origination costs, which is included in deferred revenue. This amount is being amortized over the terms of the respective leases. For the year ended December 31, 2010, the Company recognized an increase in rental revenue of $429 for the amortization of above and below market leases and assumed lease origination costs, and additional building depreciation of $95 resulting from the reallocation of the purchase price to the applicable components. The accumulated amortization of the deferred liability at December 31, 2010 was $3,215. Amortization for the next two years will be $429 per year.1515 Broadway Realty Corp.Notes to Consolidated Financial Statements (Continued)December 31, 2010(Dollars in thousands)2. Basis of Presentation and Significant Accounting Policies (Continued)Cash and Cash Equivalents The Company considers all highly liquid investments with a 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 tenants and escrows for the payment of insurance, real estate taxes, leasing commissions and tenant improvements.Deferred Leasing Costs Deferred leasing costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term.Deferred Financing Costs Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective agreements. Unamortized deferred financing costs are expensed when the associated debt is paid off before maturity.Revenue Recognition Minimum rental revenue is recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rent receivable. The Company establishes, on a current basis, a reserve for future potential losses, which may occur against deferred rent receivable and tenant receivables.Income Taxes The Company is taxed as a REIT under Section 856(c) of the Internal Revenue Code (the "Code"). As a REIT, the Company generally is not subject to Federal income tax. To maintain qualification as a REIT, the Company must distribute at least 90% of its taxable income to its stockholders and meet certain other requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to Federal income tax on its taxable income at regular corporate tax rates. The Company may also be subject to certain state and local taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable income. Pursuant to amendments to the Code that became effective January 1, 2001, we have elected, and may in the future, elect to treat certain of our existing or newly created corporate subsidiaries as taxable REIT subsidiaries, or TRS. In general, a TRS of ours may perform non-customary services for our tenants, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business. Our TRS recorded approximately $109 in Federal, state and local tax (benefit)/expense, of which $106 has been paid.1515 Broadway Realty Corp.Notes to Consolidated Financial Statements (Continued)December 31, 2010(Dollars in thousands)2. Basis of Presentation and Significant Accounting Policies (Continued) 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 more-likely-than-not will be realized up 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 the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash investments in excess of insured amounts and accounts receivable. The Company places its cash investments with high-quality financial institutions. Management of the Company performs ongoing credit evaluations of its tenants and requires certain tenants to provide security deposits or letters of credit. Although these security deposits and letters of credit are insufficient to meet the terminal value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. One tenant, whose lease ends between 2015 and 2020, represents approximately 72.7% of the Company's leased square footage and 75.2% of its annualized rent.Derivative Financial Instruments In the normal course of business, the Company uses a variety of derivative financial instruments to manage, or hedge, interest rate risk. The Company requires that hedging derivative instruments be effective in reducing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting. Some derivative instruments may be associated with an anticipated transaction. In those cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. 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 though earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.1515 Broadway Realty Corp.Notes to Consolidated Financial Statements (Continued)December 31, 2010(Dollars in thousands)3. Deferred Costs Deferred costs at December 31 consisted of the following: 2010 $ 13,919 22,670 36,589 (13,528 ) $ 23,061 Amortization expense amounted to $4,740 for the year ended December 31, 2010.4. Rental Income The Company is the lessor to tenants under operating leases with expiration dates ranging from 2011 to 2024. The minimum rental amounts due under the leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse the Company for increases in certain operating costs and real estate taxes above their base year costs. Future minimum rents to be received over the next five years and thereafter for noncancelable operating leases in effect at December 31, 2010 are as follows: $ 84,219 84,957 83,624 83,529 43,667 166,222 $ 546,218 5. Related Party Transactions Pursuant to the Property Management and Leasing Agreement, SL Green Management Corp., an affiliate of SLG 1515, is responsible for the (a) management and leasing (itself or through a wholly owned subsidiary) of the Property and (b) day-to-day corporate management of the Company and its subsidiaries. SL Green Management Corp. is entitled to a management fee equal to 2.0% of the gross receipts from the Property. SL Green Management Corp. is also entitled to certain leasing fees and construction fees as set forth in the Property Management and Leasing Agreement. SL Green Leasing LLC, a wholly owned subsidiary of SL Green Management Corp., is the leasing agent for the Property. For the year ended December 31, 2010, SL Green Management Corp. earned $3,124 in leasing commissions, $2,007 in management fees, and $827 in construction supervisory fees, respectively.1515 Broadway Realty Corp.Notes to Consolidated Financial Statements (Continued)December 31, 2010(Dollars in thousands)5. Related Party Transactions (Continued) The Company has entered into two Asset Management Agreements (collectively, the "Asset Management Agreements") with an affiliate of SITQ 1515, SITQ Inc. ("SITQ Asset Manager") and with an affiliate of SLG 1515, SL Green Management LLC ("SLG Asset Manager"). Pursuant to the Asset Management Agreements, the SITQ Asset Manager and SLG Asset Manager are obligated to advise the Company on various strategic aspects with respect to the Property. As compensation for these arrangements, the SITQ Asset Manager will be paid $100 per annum. There are business relationships with related parties, which involved repairs, maintenance and security expenses in the ordinary course of business. The Company's transactions with the related parties amounted to $2,215 for the year ended December 31, 2010 and are a component of operating expense on accompanying consolidated statement of income. Amounts due to related parties were $596 at December 31, 2010. On May 12, 2010, a majority owned subsidiary of SL Green Operating Partnership LP, which through various entities holds a majority interest in the Company, assumed a license agreement covering the entire rentable portion of the 11th and 12th floors ("Premises") of the Property. As such the affiliate agreed to pay the company fixed annual rent and additional rent with regard to the aforementioned Premises. For the year ended December 31, 2010, the Company recognized $1,893 of rental income from the affiliate.6. Financial Instruments: Derivatives and Hedging In accordance with the new mortgage agreement, the Company has entered into an interest rate hedge to ensure that borrowing costs do not become prohibitive, should LIBOR increase before the debt matures in 2014. LIBOR is the floating rate index on the Company's $475,000 mortgage note. Should the LIBOR index increase above 6% for the mortgage loan, a financial institution will pay the venture the interest cost above 6%. By hedging this risk, the Company's interest cost on $475,000 becomes fixed when LIBOR is 6% or more. The hedging instrument, called an "interest rate cap", was an asset with a fair value of $2 as of December 31, 2010. The $75 change in value of this hedging instrument was recorded in accumulated other comprehensive income (loss).7. Equity On December 10, 2002, the Company issued 125 shares of Series A Preferred Stock, par value $1. This cumulative nonvoting preferred stock is callable by the Company with a premium based on the period of time the stock has been outstanding. The call premium was 15% through December 31, 2007. The premium will be reduced each year thereafter by 2.5% per year, such that there will be no premium after January 1, 2011. Dividends, at 15% of par value per annum, are payable on June 30 and December 31 of each year. The Company received proceeds of $100, net of issuance costs, from the sale of the Series A Preferred Stock.8. Subsequent Events The Company has evaluated subsequent events through the date in which these consolidated financial statements were available for issuance on February 2, 2011. We maintainourthe Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of our general partner, 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 Operating PartnershipCompany to disclose material information otherwise required to be set forth in our periodic reports. Also, wethe Company have investments in certain unconsolidated entities. As we dothe Company does not control these entities, ourits disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those we maintainthe Company maintains with respect to ourits consolidated subsidiaries.wethe Company carried out an evaluation, under the supervision and with the participation of ourthe Company's management, including theour Chief Executive Officer and our Chief Financial Officer, of our general partner, 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 of our general partner concluded that ourits disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Operating PartnershipCompany that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder. We are13a-15 (f)13a-15(f) and 15d-15 (f)15d-15(f). Under the supervision and with the participation of ourthe Company's management, including theour Chief Executive Officer and Chief Financial Officer, of our general partner, wethe Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20122013 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (COSO). Based on that evaluation, wethe Company concluded that ourthe its internal control over financial reporting was effective as of December 31, 2012. This annual report does not include an attestation reportOperating Partnership'sCompany's internal control over financial reporting as of December 31, 2013 has been audited by Ernst & Young LLP, an independent registered public accounting firm, regarding internal control over financial reporting. Management'sas stated in their report was not subject to attestation by the Operating Partnership's registered public accounting firm pursuant to rules of the SEC that permits the Operating Partnership to provide only management's report in this annual report.which appears herein.ourthe Company's internal control over financial reporting during the quarter ended December 31, 20122013 that has materially affected, or is reasonably likely to materially affect, ourits internal control over financial reporting.theour Definitive Proxy Statement for our parent and sole general partner, SL Green, for its 20132014 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended, on or prior to April 30, 2013,2014, or the 20132014 Proxy Statement, and is incorporated herein by reference.20132014 Proxy Statement and is incorporated herein by reference.20132014 Proxy Statement and is incorporated herein by reference.20132014 Proxy Statement and is incorporated herein by reference.SL Green'sthe audit committee's pre-approval policies and procedures required by this Item 14 will be set forth in the 20132014 Proxy Statement and is incorporated herein by reference.(a)(1) Consolidated Financial Statements Green Operating Partnership, L.P.GREEN REALTY CORP. 20122013 and 20112011 and 20102011 and 2010CapitalEquity for the years ended December 31, 2013, 2012 2011 and 20102011 and 201076SL GREEN OPERATING PARTNERSHIP, L.P. Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2013 and 2012 Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Capital for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 Notes to Consolidated Financial Statements II-ValuationII—Valuation and Qualifying Accounts for the years ended December 31, 2013, 2012 2011 and 2010III-RealIII—Real Estate and Accumulated Depreciation as of December 31, 20121515 BROADWAY REALTY CORP.Report of Independent Registered Public Accounting Firm142Consolidated Statement of Income for the year ended December 31, 2010143Consolidated Statement of Equity for the year ended December 31, 2010144Consolidated Statement of Cash Flows for the year ended December 31, 2010145Notes to the Consolidated Financial Statements146 The consolidated financial statements of 1515 Broadway Realty Corp. are being provided to comply with applicable rules and Regulations of the SEC.••••3.1 Articles of Amendment and Restatement, incorporated by reference to the Company's Form 8-K, dated May 24, 2007, filed with the SEC on May 30, 2007. 3.2 Certificate of Correction to Articles of Amendment and Restatement, incorporated by reference to Amendment No. 1 to the Company's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2009, filed with the SEC on May 11, 2009. 3.3 Second Amended and Restated Bylaws of the Company, incorporated by reference to the Company's Form 8-K, dated December 12, 2007, filed with the SEC on December 14, 2007. 3.4 Amendment No. 1 to the Second Amended and Restated Bylaws of the Company, incorporated by reference to the Company's Form 8-K, dated March 13, 2009, filed with the SEC on March 13, 2009. 3.5 Amendment No. 2 to the Second Amended and Restated Bylaws of the Company, incorporated by reference to the Company's Form 8-K, dated September 16, 2009, filed with the SEC on September 16, 2009. 3.6 Amendment No. 3 to the Second Amended and Restated Bylaws of the Company, incorporated by reference to the Company's Form 8-K, dated December 12, 2012, filed with the SEC on December 17, 2012. 3.7 Articles Supplementary Electing that SL Green Realty Corp. be Subject to Maryland General Corporations Law Section 3-804(c), incorporated by reference to the Company's Form 8-K, dated September 16, 2009, filed with the SEC on September 16, 2009. 3.8 Articles Supplementary reclassifying 4,600,000 shares of 8.0% Series A Convertible Cumulative Preferred Stock, 1,300,000 shares of Series B Junior Participating Preferred Stock and 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock into authorized preferred stock without further designation, incorporated by reference to the Company's Form 8-K, dated August 7, 2012, filed with the SEC on August 9, 2012. 3.9 Articles Supplementary classifying and designating 9,200,000 shares of the Company's 6.50% Series I Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to the Company's Form 8-K, dated August 7, 2012, filed with the SEC on August 9, 2012. 3.10 First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, incorporated by reference to SL Green'sthe Company's Form 8-K, dated October 23, 2002, filed with the SEC on October 23, 2002.
3.113.2
First Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated May 14, 1998, incorporated by reference to SL Green'sthe Company's Form 8-K, dated October 23, 2002, filed with the SEC on October 23, 2002.
3.123.3
Second Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, incorporated by reference to SL Green'sthe Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on July 31, 2002.
3.133.4
Third Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 12, 2003, incorporated by reference to SL Green'sthe Company's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 15, 2004.
3.143.5
Amended and Restated Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 15, 2004, incorporated by reference to SL Green'sthe Company's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 15, 2005.
3.153.6
Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of March 15, 2006, incorporated by reference to SL Green'sthe Company's Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.
3.163.7
Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 30, 2006, incorporated by reference to SL Green'sthe Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 10, 2006.
3.173.8
Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 25, 2007, incorporated by reference to SL Green'sthe Company's Form 8-K, dated January 24, 2007, filed with the SEC on January 30, 2007.
3.183.9
Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 20, 2010, incorporated by reference to SL Green'sthe Company's Form 8-K, dated January 20, 2010, filed with the SEC on January 20, 2010.
3.193.10
Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 30, 2011, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated December 5, 2011, filed with the SEC on December 5, 2011.
3.203.11
Tenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 31, 2012, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated January 31, 2012, filed with the SEC on February 2, 2012.3.123.21
Eleventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated March 6, 2012, incorporated by reference to SL Green'sthe Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 10, 2012.3.133.22 Twelfth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 10, 2012, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated August 10, 2012, filed with the SEC on August 10, 2012.
4.14.1Specimen Common Stock Certificate, incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.4.2
Form of stock certificate evidencing the 6.50% Series I Cumulative Redeemable Preferred Stock of the Company, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to the Company's Form 8-K, dated August 7, 2012, filed with the SEC on August 9, 2012.4.3
Indenture, dated as of March 26, 2007, by and among SL Green,the Company, the Operating Partnership and The Bank of New York, as trustee, incorporated by reference to SL Green'sthe Company's Form 8-K, dated March 21, 2007, filed with the SEC on March 27, 2007.
4.44.2Form of 3.00% Exchangeable Senior Notes due 2027 of the Operating Partnership, incorporated by reference to SL Green's Form 8-K, dated March 21, 2007, filed with the SEC on March 27, 2007.4.3
Indenture, dated as of March 26, 1999, among ROP, as Issuer, Reckson, as Guarantor, and The Bank of New York, as Trustee, incorporated by reference to ROP's Form 8-K, dated March 23, 1999, filed with the SEC on March 26, 1999.
4.54.4
First Supplemental Indenture, dated as of January 25, 2007, by and among ROP, Reckson, The Bank of New York and SL Green,the Company, incorporated by reference to SL Green'sthe Company's Form 8-K, dated January 24, 2007, filed with the SEC on January 30, 2007.
4.64.5
Indenture, dated as of March 16, 2010, among ROP, as Issuer, SL Greenthe Company and the Operating Partnership, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to SL Green'sthe Company's Form 8-K, dated March 16, 2010, filed with the SEC on March 17, 2010.
4.74.6
Form of 7.75% Senior Note due 2020 of ROP, SL Greenthe Company and the Operating Partnership, incorporated by reference to SL Green'sthe Company's Form 8-K, dated March 16, 2010, filed with the SEC on March 17, 2010.
4.84.7
Indenture, dated as of October 12, 2010, by and among the Operating Partnership, as Issuer, ROP, as Guarantor, SL Greenthe Company and The Bank of New York Mellon, as Trustee, incorporated by reference to SL Green'sthe Company's Form 8-K, dated October 12, 2010, filed with the SEC on October 14, 2010.
4.94.8Form of 3.00% Exchangeable Senior Notes due 2017 of the Operating Partnership, incorporated by reference to SL Green's Form 8-K, dated October 12, 2010, filed with the SEC on October 14, 2010.4.9
Indenture, dated as of August 5, 2011, among SL Green,the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
4.104.10
First Supplemental Indenture, dated as of August 5, 2011, among SL Green,the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
4.114.11
Form of 5.00% Senior Note due 2018 of SL Green,the Company, the Operating Partnership and ROP, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
4.124.12
Second Supplemental Indenture, dated as of November 15, 2012, among SL Green,the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Operating Partnership's Form 8-K, dated November 9, 2012, filed with the SEC on November 15, 2012.4.13Form of 4.50% Senior Note due 2018 of SL Green, the Operating Partnership and ROP, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated November 9, 2012, filed with the SEC on November 15, 2012.
4.13
Form of 4.50% Senior Note due 2018 of the Company, the Operating Partnership and ROP, incorporated by reference to the Company's Form 8-K, dated November 9, 2012, filed with the SEC on November 15, 2012.4.14
Junior Subordinated Indenture, dated as of June 30, 2005, between the Operating Partnership and JPMorgan Chase Bank, National Association, as trustee,Trustee, incorporated by reference to SL Green'sthe Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005.
10.110.1
Amended and Restated Credit Agreement, dated as of November 16, 2012, by and among SL Green,the Company, the Operating Partnership and ROP, as Borrowers, each of the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as the Lead Arrangers, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., as the Joint Bookrunners, JPMorgan Chase Bank, N.A., as Syndication Agent, and Deutsche Bank Securities Inc., Bank of America, N.A. and Citigroup Global Markets Inc. as the Documentation Agents and the other agents party thereto, incorporated by reference to the Operating Partnership'sCompany's Form 8-K, dated November 16, 2012, filed with the SEC on November 21, 2012.
10.210.2
Amended and Restated Agreement of Limited Partnership of ROP, incorporated by reference to Reckson'sROP's Registration Statement on Form S-11, filed with the SEC on February 12, 1996.
10.310.3
Supplement to the Amended and Restated Agreement of Limited Partnership of ROP relating to the succession as a general partner of Wyoming Acquisition GP LLC, incorporated by reference to ROP's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 31, 2008.
10.410.4
Registration Rights Agreement, dated as of March 26, 2007, by and among SL Green,the Company, the Operating Partnership and the Initial Purchaser, incorporated by reference to SL Green'sthe Company's Form 8-K, dated March 21, 2007, filed with the SEC on March 27, 2007.10.5
Registration Rights Agreement, dated as of October 12, 2010, by and among the Operating Partnership, ROP, SL Greenthe Company and Citigroup Global Markets Inc., incorporated by reference to SL Green'sthe Company's Form 8-K, dated October 12, 2010, filed with the SEC on October 14, 2010.
10.610.6
Form of Articles of Incorporation and Bylaws of SL Green Management Corp., incorporated by reference to SL Green'sthe Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.
10.710.7
Form of Registration Rights Agreement between SL Greenthe Company and the persons named therein, incorporated by reference to SL Green'sthe Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.
10.810.8
Amended and Restated Trust Agreement among the Operating Partnership, as depositor, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, and the administrative trustees named therein, dated June 30, 2005, incorporated by reference to SL Green'sthe Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005.
10.910.9
Amended 1997 Stock Option and Incentive Plan, incorporated by reference to SL Green'sthe Company's Registration Statement on Form S-8 (No. 333-89964), filed with the SEC on June 6, 2002.*
10.1010.10
SL Green Realty Corp. Third Amended and Restated 2005 Stock Option and Incentive Plan, incorporated by reference to SL Green's Quarterly Reportthe Company’s Registration Statement on Form 10-Q for the quarter ended September 30, 2007, filed with the SEC on November 9, 2007.*10.11First Amendment to the SL Green Realty Corp. Amended and Restated 2005 Stock Option and Incentive Plan, dated as of December 9, 2009, by SL Green, incorporated by reference to SL Green's Form 8-K, dated December 9, 2009, filed with the SEC on December 15, 2009.*10.12Second Amended and Restated 2005 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement)S-8 (No. 333-189362), incorporated by reference to SL Green's Form 8-K, dated June 15, 2010, filed with the SEC on June 18, 2010.14, 2013.*
10.1110.13
Form of Award Agreement for granting awards under the SL Green Realty Corp. 2010 Notional Unit Long-Term Compensation Plan, incorporated by reference to SL Green'sthe Company's Form 8-K, dated April 2, 2010, filed with the SEC on April 2, 2010.*
10.1210.14
Form of Award Agreement for granting awards under the SL Green Realty Corp. 2011 Long-Term Outperformance Plan Award Agreement, incorporated by reference to SL Green'sthe Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 10, 2012.*
10.1310.15
Non-Employee Directors' Deferral Program, incorporated by reference to SL Green'sthe Company's Annual Report on Form 10-K for the year ended December 31, 2010,2011, filed with the SEC on February 28, 2011.*
10.1410.16
First Amendment to Non-Employee Directors' Deferral Program, incorporated by reference to SL Green'sthe Company's Annual Report on Form 10-K for the year ended December 31, 2010,2011, filed with the SEC on February 28, 2011.*
10.1510.17
Amended and Restated Employment and Non-competition Agreement, dated December 24, 2010, between Stephen L. Green and SL Green,the Company, incorporated by reference to SL Green'sthe Company's Form 8-K, dated December 23, 2010, filed with the SEC on December 29, 2010.*
10.1610.18
Deferred Compensation Agreement, dated December 18, 2009, between SL Greenthe Company and Stephen L. Green, incorporated by reference to SL Green'sthe Company's Form 8-K, dated December 18, 2009, filed with the SEC on December 24, 2009.*
10.1710.19
Deferred Compensation Agreement, dated December 24, 2010, between SL Greenthe Company and Stephen L. Green, incorporated by reference to SL Green'sthe Company's Form 8-K, dated December 23, 2010, filed with the SEC on December 29, 2010.*
10.1810.20
Amended and Restated Employment and Noncompetition Agreement, dated December 18, 2009,as of September 12, 2013, by and between SL Greenthe Company and Marc Holliday, incorporated by reference to SL Green'sthe Company’s Form 8-K, dated December 18, 2009,September 12, 2013, filed with the SEC on December 24, 2009.September 12, 2013.*
10.1910.21December 18, 2009,as of September 12, 2013, by and between SL Greenthe Company and Marc Holliday, incorporated by reference to SL Green'sthe Company’s Form 8-K, dated December 18, 2009,September 12, 2013, filed with the SEC on December 24, 2009.September 12, 2013.*
10.2010.22
Amended and Restated Employment and Non-competitionNoncompetition Agreement, dated September 3, 2010,as of November 8, 2013, between SL Greenthe Company and Andrew Mathias, incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement onCompany’s Form S-4,8-K, dated November 8, 2013, filed with the SEC on September 14, 2010.November 8, 2013.*
10.2110.23Deferred Compensation Agreement (2014), dated as of November 8, 2013, between the Company and Andrew Mathias, incorporated by reference to the Company’s Form 8-K, dated November 8, 2013, filed with the SEC on November 8, 2013.*10.22
Employment and Noncompetition Agreement, dated as of November 4, 2010,October 28, 2013, by and between SL Greenthe Company and James Mead, incorporated by reference to SL Green'sthe Company’s Form 8-K, dated November 10, 2010,October 28, 2013, filed with the SEC on November 10, 2010.October 28, 2013.*
10.2310.24
Amended and Restated Employment and Non-competitionNoncompetition Agreement, dated December 23, 2010,June 27, 2013, between SL Greenthe Company and Andrew S. Levine, incorporated by reference to SL Green'sthe Company’s Form 8-K, dated December 23, 2010,June 27, 2013, filed with the SEC on December 29, 2010.July 3, 2013.*10.2510.24 At-the-Market Equity Offering Sales Agreement, dated July 27, 2011, among SL Green,the Company, the Operating Partnership and Citigroup Global Markets Inc., incorporated by reference to the SL Green'sCompany's Form 8-K, dated July 27, 2011, filed with the SEC on July 27, 2011.10.25 At-the-Market Equity Offering Sales Agreement, dated July 27, 2011, among the Company, the Operating Partnership and J.P. Morgan Securities LLC, incorporated by reference to the Company's Form 8-K, dated July 27, 2011, filed with the SEC on July 27, 2011.
12.110.26At-the-Market Equity Offering Sales Agreement, dated July 27, 2011, among SL Green, the Operating Partnership and J.P. Morgan Securities LLC, incorporated by reference to the SL Green's Form 8-K, dated July 27, 2011, filed with the SEC on July 27, 2011.12.1
Ratio of Earnings to Combined Fixed Charges and Preferred Unit Distributions,Stock Dividends, filed herewith.
21.121.1
Subsidiaries of theSL Green Realty Corp., filed herewith.21.2 Subsidiaries of SL Green Operating Partnership L.P., filed herewith.herewith
23.123.1
Consent of Ernst & Young LLP for SL Green Realty Corp., filed herewith.
23.2
Consent of Ernst & Young LLP for SL Green Operating Partnership, L.P., filed herewith.24.1
Power of Attorney (included on signature page)pages of this Form 10-K).
31.131.1
Certification by the Chief Executive Officer of SL Green,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 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.
31.431.2
Certification by the Chief Financial Officer of SL Green,the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.132.1Certification by the 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 Chief Executive Officer of SL Green,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.
32.432.2
Certification by the Chief Financial Officer of SL Green,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.
101.10101.1
The following financial statements from the SL Green Realty Corp. and SL Green Operating Partnership'sPartnership, L.P. 's Annual Report on Form 10-K for the year ended December 31, 2012,2013, formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 20122013 and 2011,2012, (ii) Consolidated Statements of Income for the years ended December 31, 2013, 2012 2011 and 2010,2011, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011, (iv) Consolidated Statement of Equity for the years ended December 31, 2013, 2012 and 2010, (iv)2011 of the Company, (v) Consolidated Statement of Capital for the years ended December 31, 2013, 2012 and 2011 and 2010, (v)of the Operating Partnership (vi) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, and 2010, and (v)(vii) Notes to Consolidated Financial Statements, detail tagged, filed herewith.* Management contracts and compensatory plans or arrangements to be filed as an exhibit to this Form 10-K pursuant to Item 15(b). *Management contracts and compensatory plans or arrangements to be filed as an exhibit to this Form 10-K pursuant to Item 15(b).SIGNATURES SL GREEN REALTY CORP. By: /s/ JAMES MEAD Dated: February 25, 2014 Signatures Title Date /s/ STEPHEN L. GREEN Chairman of the Board of Directors February 25, 2014 Stephen L. Green Operating Partnership,/s/ MARC HOLLIDAY Chief Executive Officer and Director(Principal Executive Officer) February 25, 2014 Marc Holliday /s/ JAMES MEAD February 25, 2014 James Mead /s/ JOHN H. ALSCHULER, JR. Director February 25, 2014 /s/ EDWIN THOMAS BURTON, III Director February 25, 2014 Edwin Thomas Burton, III /s/ JOHN S. LEVY Director February 25, 2014 John S. Levy /s/ CRAIG HATKOFF Director February 25, 2014 Craig Hatkoff SL GREEN OPERATING PARTNERSHIP, L.P. By: SL Green Realty Corp. Dated: March 4, 2013
By:
/s/ JAMES MEAD Dated: February 25, 2014 By: Partnership,Parnership, L.P., hereby severally constitute Marc Holliday and James Mead, and each of them singly, our true and lawful attorneys and with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable SL Green Operating Partnership, L.P. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto.Signatures TitleDate
Title
Date/s/ STEPHEN L. GREEN Stephen L. GreenFebruary 25, 2014 Stephen L. Green March 4, 2013
/s/ MARC HOLLIDAYMarc Holliday
Chief Executive Officer and Director of
SL Green, the sole general partner of
the Operating Partnership (Principal Executive Officer)March 4, 2013February 25, 2014
Marc Holliday/s/ JAMES MEAD James MeadMarch 4, 2013February 25, 2014
James Mead/s/ JOHN H. ALSCHULER, JR. John H. Alschuler, Jr.March 4, 2013SignaturesTitleDate
February 25, 2014/s/ EDWIN THOMAS BURTON, III Edwin Thomas Burton, IIIFebruary 25, 2014 Edwin Thomas Burton, III March 4, 2013
/s/ JOHN S. LEVYJohn S. LevyMarch 4, 2013February 25, 2014
John S. Levy/s/ CRAIG HATKOFF Craig Hatkoff
February 25, 2014March 4, 2013Craig Hatkoff