UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2015~~

2016



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13199 (SL Green Realty Corp.)

Commission File Number: 33-167793-02 (SL Green Operating Partnership, L.P.)

SL GREEN REALTY CORP.

SL GREEN OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in its charter)



SL Green Realty Corp.	Maryland	~~13-3956775~~13-3956755
SL Green Operating Partnership, L.P.	Delaware	13-3960938
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

420 Lexington Avenue, New York, ~~New York~~NY 10170

(Address of principal executive ~~offices) (Zip~~offices—Zip Code)

(212) 594-2700

(~~Registrant’s~~Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

SL Green Realty Corp. ~~YES~~Yes x NONo oSL Green Operating Partnership, L.P. ~~YES~~Yes x NONo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~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).

SL Green Realty Corp. ~~YES~~Yes x NONo oSL Green Operating Partnership, L.P. ~~YES~~Yes x NONo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~“large~~"large accelerated filer,~~” “accelerated~~" "accelerated filer,”" and ~~“smaller~~"smaller reporting ~~company”~~company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

SL Green Realty Corp.



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company o
		~~(Do~~ (Do not check if a smaller reporting company)

SL Green Operating Partnership, L.P.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller Reporting Company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act).

SL Green Realty Corp. ~~YES~~Yes o NONo xSL Green Operating Partnership, L.P. ~~YES~~Yes o NONo x

~~The number~~As of May 6, 2016, 100,236,718 shares ~~outstanding~~ of SL Green Realty Corp.'s common stock, ~~$0.01~~ par value ~~was 99,582,364 as of May 4, 2015.~~$0.01 per share, were outstanding. As of May ~~4, 2015, 1,005,426~~6, 2016, 1,497,718 common units of limited partnership interest of SL Green Operating Partnership, L.P. were held by non-affiliates. There is no established trading market for such units.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended March 31, ~~2015~~2016 of SL Green Realty Corp. and SL Green Operating Partnership, L.P. Unless stated otherwise or the context otherwise requires, references to "SL Green Realty Corp.," the "Company" or "SL Green" mean SL Green Realty Corp. and its consolidated subsidiaries; and references to "SL Green Operating Partnership, L.P.," the "Operating Partnership" or "SLGOP" mean SL Green Operating Partnership, L.P. and its consolidated subsidiaries. The terms "we," "our" and "us" mean the Company and all the entities owned or controlled by the Company, including the Operating Partnership.

The Company is a Maryland corporation which operates as a self-administered and self-managed real estate investment trust, or REIT, and is the sole managing general partner of the Operating Partnership. As 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.

~~The~~As of March 31, 2016, the Company ~~owns 96.22%~~owned 96.16% of the outstanding general and limited partnership interest in the Operating Partnership and noncontrolling investors held, in aggregate, a 3.84% limited partnership interest in the Operating Partnership. The Company also owns 9,200,000 Series I Preferred Units of ~~the Operating Partnership. As of March 31, 2015, noncontrolling investors held, in aggregate, a 3.78% limited partnership interest in~~ the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.

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

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

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

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

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

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

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

consolidated financial statements;

the following notes to the consolidated financial statements:


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


◦	Note 12, Stockholders' Equity of the Company;


◦	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.~~

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership, respectively, in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Company, in both their capacity as the principal executive officer and principal financial officer of the Company and the principal executive officer and principal financial officer of the general partner of the Operating Partnership, have made the requisite certifications and that the Company and the Operating Partnership are compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended.

SL GREEN REALTY CORP. AND SL GREEN OPERATING PARTNERSHIP, L.P.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS	4
	FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
	Consolidated Balance Sheets as of March 31, ~~2015~~2016 (unaudited) and December 31, ~~2014~~2015	4
	Consolidated Statements of ~~Income~~Operations for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	6
	Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	8
	Consolidated Statement of Equity for the three months ended March 31, ~~2015~~2016 (unaudited)	9
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	10
	FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.
	Consolidated Balance Sheets as of March 31, ~~2015~~2016 (unaudited) and December 31, ~~2014~~2015	12
	Consolidated Statements of ~~Income~~Operations for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	14
	Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	16
	Consolidated Statement of Capital for the three months ended March 31, ~~2015~~2016 (unaudited)	17
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	18
	Notes to Consolidated Financial Statements (unaudited)	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5256
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6875
Item 4.	Controls and Procedures (SL Green Realty Corp. and SL Green Operating Partnership, L.P.)	6876
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	7077
Item 1A.	Risk Factors	7077
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7077
Item 3.	Defaults Upon Senior Securities	7077
Item 4.	Mine Safety Disclosures	7078
Item 5.	Other Information	7079
Item 6.	Exhibits	7180
	Signatures	7281

Table of Contents

PART ~~I. FINANCIAL INFORMATION~~I

ITEM 1. ~~Financial Statements~~

SL Green Realty Corp.

Consolidated Balance Sheets

(in thousands, except per share data)


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
	(unaudited)						(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	3,830,787		$	3,844,518		$	4,115,982		$	4,779,159
Building and improvements	8,697,145			8,778,593			9,334,385			10,423,739
Building leasehold and improvements	1,423,087			1,418,585			1,431,238			1,431,259
Property under capital lease	27,445			27,445
Properties under capital lease							47,445			47,445
	13,978,464			14,069,141			14,929,050			16,681,602
Less: accumulated depreciation	(1,973,674		)	(1,905,165		)	(2,100,109		)	(2,060,706		)
	12,004,790			12,163,976			12,828,941			14,620,896
Assets held for sale	—			462,430			1,891,575			34,981
Cash and cash equivalents	330,770			281,409			316,205			255,399
Restricted cash	128,834			149,176			179,938			233,578
Investment in marketable securities	47,716			39,429
Tenant and other receivables, net of allowance of $18,047 and $18,068 in 2015 and 2014, respectively	50,156			57,369
Investments in marketable securities							43,915			45,138
Tenant and other receivables, net of allowance of $17,829 and $17,618 in 2016 and 2015, respectively							55,441			63,491
Related party receivables	12,088			11,735			15,148			10,650
Deferred rents receivable, net of allowance of $26,480 and $27,411 in 2015 and 2014, respectively	408,229			374,944
Debt and preferred equity investments, net of discounts and deferred origination fees of $18,797 and $19,172 in 2015 and 2014, respectively	1,548,739			1,408,804
Deferred rents receivable, net of allowance of $23,088 and $21,730 in 2016 and 2015, respectively							428,334			498,776
Debt and preferred equity investments, net of discounts and deferred origination fees of $14,935 and $18,759 in 2016 and 2015, respectively							1,378,616			1,670,020
Investments in unconsolidated joint ventures	1,244,185			1,172,020			1,146,085			1,203,858
Deferred costs, net	326,555			327,962			246,503			239,920
Other assets	978,670			647,333			1,055,267			850,939
Total assets	$	17,080,732		$	17,096,587		$	19,585,968		$	19,727,646
Liabilities
Mortgages and other loans payable	$	5,359,043		$	5,586,709
Revolving credit facility	520,000			385,000
Term loan and senior unsecured notes	2,110,041			2,107,078
Accrued interest payable and other liabilities	162,910			137,634
Mortgages and other loans payable, net							$	5,585,171		$	6,881,920
Revolving credit facility, net							766,733			985,055
Term loan and senior unsecured notes, net							2,056,623			2,308,478
Accrued interest payable							36,941			42,406
Other liabilities							247,950			168,477
Accounts payable and accrued expenses	151,427			173,246			168,322			196,213
Deferred revenue	369,626			187,148			414,686			399,102
Capitalized lease obligations	20,917			20,822
Capital lease obligations							41,554			41,360
Deferred land leases payable	1,301			1,215			2,010			1,783
Dividend and distributions payable	65,868			64,393			80,038			79,790
Security deposits	66,427			66,614			67,001			68,023
Liabilities related to assets held for sale	—			266,873			1,612,001			29,000
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000			100,000			100,000			100,000
Total liabilities	8,927,560			9,096,732			11,179,030			11,301,607
Commitments and contingencies	—			—			—			—
Noncontrolling interests in Operating Partnership	498,881			469,524			407,046			424,206
Preferred units	110,915			71,115			304,869			282,516

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SL Green Realty Corp.

Consolidated Balance Sheets

(in thousands, except per share data)


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
	(unaudited)						(unaudited)
Equity
SL Green stockholders' equity:
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2015 and December 31, 2014	221,932			221,932
Common stock, $0.01 par value, 160,000 shares authorized and 103,176 and 100,928 issued and outstanding at March 31, 2015 and December 31, 2014, respectively (including 3,643 and 3,603 shares held in Treasury at March 31, 2015 and December 31, 2014, respectively)	1,032			1,010
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2016 and December 31, 2015							221,932			221,932
Common stock, $0.01 par value, 160,000 shares authorized and 100,168 and 100,063 issued and outstanding at March 31, 2016 and December 31, 2015, respectively (including 87 shares held in treasury at March 31, 2016 and December 31, 2015)							1,002			1,001
Additional paid-in-capital	5,572,410			5,289,479			5,451,787			5,439,735
Treasury stock at cost	(325,207		)	(320,471		)	(10,000		)	(10,000		)
Accumulated other comprehensive loss	(11,810		)	(6,980		)	(17,222		)	(8,749		)
Retained earnings	1,690,578			1,752,404			1,620,669			1,643,546
Total SL Green stockholders' equity	7,148,935			6,937,374			7,268,168			7,287,465
Noncontrolling interests in other partnerships	394,441			521,842			426,855			431,852
Total equity	7,543,376			7,459,216			7,695,023			7,719,317
Total liabilities and equity	$	17,080,732		$	17,096,587		$	19,585,968		$	19,727,646

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

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SL Green Realty Corp.

Consolidated Statements of ~~Income~~Operations

(unaudited, in thousands, except per share data)


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Revenues
Rental revenue, net	$	303,329		$	255,976		$	345,607		$	303,329
Escalation and reimbursement	40,969			37,807			45,611			40,969
Investment income	42,069			54,084			54,737			42,069
Other income	9,932			14,578			9,489			9,932
Total revenues	396,299			362,445			455,444			396,299
Expenses
Operating expenses, including related party expenses of $3,808 and $3,513 in 2015 and 2014, respectively	76,777			69,909
Operating expenses, including $3,462 in 2016 and $3,808 in 2015 of related party expenses							79,520			76,777
Real estate taxes	55,723			52,350			61,674			55,723
Ground rent	8,188			8,033			8,308			8,188
Interest expense, net of interest income	75,807			76,178			94,672			75,807
Amortization of deferred financing costs	6,615			3,657			7,932			6,615
Depreciation and amortization	108,337			86,515			179,308			108,337
Transaction related costs	1,143			2,474			1,279			1,143
Marketing, general and administrative	25,464			23,257			24,032			25,464
Total expenses	358,054			322,373			456,725			358,054
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 and (loss) gain on early extinguishment of debt	38,245			40,072
(Loss) 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, gain on sale of real estate and loss on early extinguishment of debt							(1,281		)	38,245
Equity in net income from unconsolidated joint ventures	4,030			6,128			10,096			4,030
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—			104,640			9,915			—
(Loss) gain on early extinguishment of debt	(49		)	3
Gain on sale of real estate, net							13,773			—
Loss on early extinguishment of debt							—			(49		)
Income from continuing operations	42,226			150,843			32,503			42,226
Net income from discontinued operations	427			5,769			—			427
Gain on sale of discontinued operations	12,983			—			—			12,983
Net income	55,636			156,612			32,503			55,636
Net income attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership	(1,743		)	(4,729		)	(922		)	(1,743		)
Noncontrolling interests in other partnerships	(5,927		)	(1,490		)	(1,974		)	(5,927		)
Preferred units distributions	(951		)	(565		)	(2,648		)	(951		)
Net income attributable to SL Green	47,015			149,828			26,959			47,015
Perpetual preferred stock dividends	(3,738		)	(3,738		)	(3,738		)	(3,738		)
Net income attributable to SL Green common stockholders	$	43,277		$	146,090		$	23,221		$	43,277
Amounts attributable to SL Green common stockholders:
Income from continuing operations before gains on sale and discontinued operations	$	30,387		$	39,143
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—			101,359
Net income from discontinued operations	410			5,588
Gain on sale of discontinued operations	12,480			—
Net income attributable to SL Green common stockholders	$	43,277		$	146,090

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SL Green Realty Corp.

Consolidated Statements of ~~Income~~Operations

(unaudited, in thousands, except per share data)


	Three Months Ended March 31,				Three Months Ended March 31,
	2015		2014		2016		2015
Basic earnings per share:
Income from continuing operations before gains on sale and discontinued operations	$	0.31	$	0.41
Amounts attributable to SL Green common stockholders:
Income from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations					$	438	$	30,387
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—		1.07		9,536		—
Net income from discontinued operations	—		0.06		—		410
Gain on sale of discontinued operations	0.13		—		—		12,480
Gain on sale of real estate					13,247		—
Net income attributable to SL Green common stockholders	$	0.44	$	1.54	$	23,221	$	43,277
Diluted earnings per share:
Income from continuing operations before gains on sale and discontinued operations	$	0.31	$	0.41
Basic earnings per share:
Income from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations					$	—	$	0.31
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—		1.06		0.10		—
Net income from discontinued operations	—		0.06		—		—
Gain on sale of discontinued operations	0.13		—		—		0.13
Gain on sale of real estate					0.13		—
Net income attributable to SL Green common stockholders					$	0.23	$	0.44
Diluted earnings per share:
Income from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations					$	—	$	0.31
Equity in net gain on sale of interest in unconsolidated joint venture/real estate					0.10		—
Net income from discontinued operations					—		—
Gain on sale of discontinued operations					—		0.13
Gain on sale of real estate					0.13		—
Net income attributable to SL Green common stockholders	$	0.44	$	1.53	$	0.23	$	0.44
Dividends per share	$	0.60	$	0.50	$	0.72	$	0.60
Basic weighted average common shares outstanding	98,402		95,117		100,051		98,402
Diluted weighted average common shares and common share equivalents outstanding	103,019		98,716		104,259		103,019

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

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SL Green Realty Corp.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Net income	$	55,636		$	156,612		$	32,503		$	55,636
Other comprehensive (loss) income:
Other comprehensive income (loss):
Change in net unrealized (loss) gain on derivative instruments, including SL Green's share of joint venture net unrealized (loss) gain on derivative instruments	(5,680		)	168			(7,572		)	(5,680		)
Change in unrealized gain on marketable securities	650			129
Change in unrealized (loss) gain on marketable securities							(1,223		)	650
Other comprehensive (loss) income	(5,030		)	297			(8,795		)	(5,030		)
Comprehensive income	50,606			156,909			23,708			50,606
Net income attributable to noncontrolling interests and preferred units distributions	(8,621		)	(6,784		)	(5,544		)	(8,621		)
Other comprehensive loss attributable to noncontrolling interests	200			42
Other comprehensive income (loss) attributable to noncontrolling interests							322			200
Comprehensive income attributable to SL Green	$	42,185		$	150,167		$	18,486		$	42,185

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

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SL Green Realty Corp.

Consolidated Statement of Equity

(unaudited, in thousands, except per share data)


	SL Green Realty Corp. Stockholders																							SL Green Realty Corp. Stockholders
				Common Stock																									Common Stock
		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital		Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interests			Total				Series C Preferred Stock		Series I Preferred Stock		Shares	Par Value		Additional Paid- In-Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests			Total
Balance at December 31, 2014		$	221,932	97,325	$	1,010	$	5,289,479	$	(320,471	)	$	(6,980	)	$	1,752,404		$	521,842		$	7,459,216
Balance at December 31, 2015																									$	—	$	221,932	99,976	$	1,001	$	5,439,735		$	(10,000	)	$	(8,749	)	$	1,643,546		$	431,852		$	7,719,317
Net income															47,015			5,927			52,942																				26,959			1,974			28,933
Acquisition of subsidiary interest from noncontrolling interest							7,564											(11,084		)	(3,520		)
Other comprehensive loss												(4,830		)							(4,830		)															(8,473		)							(8,473		)
Preferred dividends															(3,738		)				(3,738		)																		(3,738		)				(3,738		)
DRSPP proceeds				775	8		99,488														99,496											45															45
Conversion of units of the Operating Partnership to common stock				317	3		37,404														37,407								63	1		7,152															7,153
Reallocation of noncontrolling interest in the Operating Partnership															(45,456		)				(45,456		)																		25,867						25,867
Reallocation of capital account relating to sale																		(10,144		)	(10,144		)
Deferred compensation plan and stock award, net				26			1,306		(4,736		)										(3,430		)						25			(2,220		)													(2,220		)
Amortization of deferred compensation plan							6,239														6,239											5,864															5,864
Issuance of common stock				953	10		120,587														120,597
Proceeds from stock options exercised				137	1		10,343														10,344								17			1,211															1,211
Contributions to consolidated joint venture interests																					—																							934			934
Cash distributions to noncontrolling interests																		(112,100		)	(112,100		)																					(7,905		)	(7,905		)
Cash distributions declared ($0.60 per common share, none of which represented a return of capital for federal income tax purposes)															(59,647		)				(59,647		)
Balance at March 31, 2015		$	221,932	99,533	$	1,032	$	5,572,410	$	(325,207	)	$	(11,810	)	$	1,690,578		$	394,441		$	7,543,376
Cash distributions declared ($0.72 per common share, none of which represented a return of capital for federal income tax purposes)																																									(71,965		)				(71,965		)
Balance at March 31, 2016																									$	—	$	221,932	100,081	$	1,002	$	5,451,787		$	(10,000	)	$	(17,222	)	$	1,620,669		$	426,855		$	7,695,023

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

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SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in ~~thousands)~~thousands, except per share data)


	Three Months Ended March 31,						Three months ended March 31,
	2015			2014			2016			2015
Operating Activities
Net income	$	55,636		$	156,612		$	32,503		$	55,636
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	114,955			93,680			187,240			114,955
Equity in net income from unconsolidated joint ventures	(4,030		)	(6,128		)	(10,096		)	(4,030		)
Distributions of cumulative earnings from unconsolidated joint ventures	15,489			7,669			8,891			15,489
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate	—			(104,640		)	(9,915		)	—
Gain on sale of real estate							(13,773		)	—
Gain on sale of discontinued operations	(12,983		)	—			—			(12,983		)
Loss (gain) on early extinguishment of debt	49			(3		)
Loss on early extinguishment of debt							—			49
Deferred rents receivable	(32,367		)	(11,133		)	(652		)	(32,367		)
Other non-cash adjustments	4,590			(12,792		)	(14,920		)	4,590
Changes in operating assets and liabilities:
Restricted cash—operations	(1,652		)	(10,520		)	(5,318		)	(1,652		)
Tenant and other receivables	7,096			11,899			7,829			7,096
Related party receivables	(353		)	(11,885		)	(4,503		)	(353		)
Deferred lease costs	(11,017		)	(4,476		)	(13,133		)	(11,017		)
Other assets	(38,280		)	(32,949		)	(46,736		)	(38,280		)
Accounts payable, accrued expenses and other liabilities and security deposits	(20,230		)	(1,821		)	(20,630		)	(20,230		)
Deferred revenue and land leases payable	14,056			14,635			17,303			14,056
Net cash provided by operating activities	90,959			88,148			114,090			90,959
Investing Activities
Acquisitions of real estate property	(6,290		)	—			(37,728		)	(6,290		)
Additions to land, buildings and improvements	(47,117		)	(48,213		)	(62,500		)	(47,117		)
Escrowed cash—capital improvements/acquisition deposits	(3,084		)	(34,861		)
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price							60,059			(3,084		)
Investments in unconsolidated joint ventures	(83,772		)	(18,966		)	(6,603		)	(83,772		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	45,546			72,558			95,004			45,546
Proceeds from disposition of real estate/joint venture interest	485,540			109,196
Net proceeds from disposition of real estate/joint venture interest							139,594			485,540
Proceeds from sale of marketable securities	133			—			—			133
Purchases of marketable securities	(7,769		)	—			—			(7,769		)
Other investments	(5,424		)	(1,573		)	(4,103		)	(5,424		)
Origination of debt and preferred equity investments	(174,420		)	(150,464		)	(117,119		)	(174,420		)
Repayments or redemption of debt and preferred equity investments	26,954			522			272,253			26,954
Net cash provided by (used in) investing activities	230,297			(71,801		)

Net cash provided by investing activities							338,857			230,297

Table of Contents

SL Green Realty Corp.

Consolidated Statements of Cash Flows

(unaudited, in ~~thousands)~~thousands, except per share data)


	Three Months Ended March 31,						Three months ended March 31,
	2015			2014			2016			2015
Financing Activities
Proceeds from mortgages and other loans payable	$	—		$	121,216		$	227,892		$	—
Repayments of mortgages and other loans payable	(481,608		)	(10,772		)	(127,695		)	(481,608		)
Proceeds from revolving credit facility and senior unsecured notes	665,000			603,000			520,000			665,000
Repayments of revolving credit facility and senior unsecured notes	(530,000		)	(440,690		)	(994,296		)	(530,000		)
Proceeds from stock options exercised and DRSSP issuance	109,840			8,992
Net proceeds from sale of common stock	120,597			24
Redemption of preferred unit	(200		)	—
Proceeds from stock options exercised and DRIP issuance							1,256			109,840
Proceeds from sale of common stock							—			120,597
Redemption of preferred stock							(440		)	(200		)
Distributions to noncontrolling interests in other partnerships	(110,867		)	(1,586		)	(7,905		)	(110,867		)
Contributions from noncontrolling interests in other partnerships	—			517			934			—
Distributions to noncontrolling interests in the Operating Partnership	(2,349		)	(1,500		)	(2,881		)	(2,349		)
Dividends paid on common and preferred stock	(62,903		)	(51,652		)	(78,103		)	(62,903		)
Other obligations related to mortgage loan participations	25,000			—			76,500			25,000
Deferred loan costs and capitalized lease obligation	(4,405		)	(3,426		)	(7,403		)	(4,405		)
Net cash (used in) provided by financing activities	(271,895		)	224,123
Net cash used in financing activities							(392,141		)	(271,895		)
Net increase in cash and cash equivalents	49,361			240,470			60,806			49,361
Cash and cash equivalents at beginning of year	281,409			206,692			255,399			281,409
Cash and cash equivalents at end of year	$	330,770		$	447,162
Cash and cash equivalents at end of period							$	316,205		$	330,770

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of common stock as deferred compensation	$	1,306		$	1,295		$	2,195		$	1,306
Issuance of units in the Operating Partnership	22,114			17,314
Redemption of units in the Operating Partnership	37,407			16,583
Issuance of units in the operating partnership							18,140			22,114
Redemption of units in the operating partnership							7,153			37,407
Derivative instruments at fair value	4,426			110			8,141			4,426
Exchange of debt investment for equity in joint venture	10,151			—			68,581			10,151
Transfer of restricted cash to operating cash and cash equivalents as a result of sale	21,578			—			—			21,578
Acquisition of subsidiary interest from noncontrolling interest	3,500			—			—			3,500
Issuance of preferred units relating to the real estate acquisition							22,750			—
Tenant improvements and capital expenditures payable	17,664			9,898			18,165			17,664
Fair value adjustment to noncontrolling interest in the Operating Partnership	45,456			29,464
Transfer to net assets held for sale	—			63,925
Transfer to liabilities related to net assets held for sale	—			49,704
Transfer of financing receivable to debt investment	—			19,675
Fair value adjustment to noncontrolling interest in operating partnership							25,867			45,456
Transfer of assets to assets held for sale							1,891,575			—
Transfer of liabilities related to assets held for sale							1,612,001			—
Deferred leasing payable	2,372			—			1,699			2,372
Issuance of preferred units	40,000			—
Removal of fully depreciated commercial real estate properties							4,822			—
Issuance of preferred units (Stonehenge)							—			40,000

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

Table of Contents

~~SL Green Operating Partnership, L.P.~~

~~Consolidated Balance Sheets~~

~~(in thousands, except per unit data)~~

March 31, 2015 December 31, 2014
(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests $ 3,830,787
$ 3,844,518
Building and improvements 8,697,145
8,778,593
Building leasehold and improvements 1,423,087
1,418,585
Property under capital lease 27,445
27,445
13,978,464
14,069,141
Less: accumulated depreciation (1,973,674 ) (1,905,165 )
12,004,790
12,163,976
Assets held for sale —
462,430
Cash and cash equivalents 330,770
281,409
Restricted cash 128,834
149,176
Investment in marketable securities 47,716
39,429
Tenant and other receivables, net of allowance of $18,047 and $18,068 in 2015 and 2014, respectively 50,156
57,369
Related party receivables 12,088
11,735
Deferred rents receivable, net of allowance of $26,480 and $27,411 in 2015 and 2014, respectively 408,229
374,944
Debt and preferred equity investments, net of discounts and deferred origination fees of $18,797 and $19,172 in 2015 and 2014, respectively 1,548,739
1,408,804
Investments in unconsolidated joint ventures 1,244,185
1,172,020
Deferred costs, net 326,555
327,962
Other assets 978,670
647,333
Total assets $ 17,080,732
$ 17,096,587
Liabilities
Mortgages and other loans payable $ 5,359,043
$ 5,586,709
Revolving credit facility 520,000
385,000
Term loan and senior unsecured notes 2,110,041
2,107,078
Accrued interest payable and other liabilities 162,910
137,634
Accounts payable and accrued expenses 151,427
173,246
Deferred revenue 369,626
187,148
Capitalized lease obligations 20,917
20,822
Deferred land leases payable 1,301
1,215
Dividend and distributions payable 65,868
64,393
Security deposits 66,427
66,614
Liabilities related to assets held for sale —
266,873
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities 100,000
100,000
Total liabilities 8,927,560
9,096,732
Commitments and contingencies —
—
Preferred units 110,915
71,115

~~Table of Contents~~

SL Green Operating Partnership, L.P.

Consolidated Balance Sheets

(in thousands, except per unit data)

March 31, 2015 December 31, 2014
(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2015 and December 31, 2014 221,932
221,932
SL Green partners' capital (1,034 and 1,013 general partner common units and 98,499 and 96,312 limited partner common units outstanding at March 31, 2015 and December 31, 2014, respectively) 7,340,771
7,078,924
Limited partner interests in SLGOP (3,913 and 3,973 limited partner common units outstanding at March 31, 2015 and December 31, 2014, respectively)
97,399
113,298
Accumulated other comprehensive loss (12,286 ) (7,256 )
Total SLGOP partners' capital 7,647,816
7,406,898
Noncontrolling interests in other partnerships 394,441
521,842
Total capital 8,042,257
7,928,740
Total liabilities and capital $ 17,080,732
$ 17,096,587



	March 31, 2016			December 31, 2015
	(unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	4,115,982		$	4,779,159
Building and improvements	9,334,385			10,423,739
Building leasehold and improvements	1,431,238			1,431,259
Property under capital lease	47,445			47,445
	14,929,050			16,681,602
Less: accumulated depreciation	(2,100,109		)	(2,060,706		)
	12,828,941			14,620,896
Assets held for sale	1,891,575			34,981
Cash and cash equivalents	316,205			255,399
Restricted cash	179,938			233,578
Investments in marketable securities	43,915			45,138
Tenant and other receivables, net of allowance of $17,829 and $17,618 in 2016 and 2015, respectively	55,441			63,491
Related party receivables	15,148			10,650
Deferred rents receivable, net of allowance of $23,088 and $21,730 in 2016 and 2015, respectively	428,334			498,776
Debt and preferred equity investments, net of discounts and deferred origination fees of $14,935 and $18,759 in 2016 and 2015, respectively	1,378,616			1,670,020
Investments in unconsolidated joint ventures	1,146,085			1,203,858
Deferred costs, net	246,503			239,920
Other assets	1,055,267			850,939
Total assets	$	19,585,968		$	19,727,646
Liabilities
Mortgages and other loans payable, net	$	5,585,171		$	6,881,920
Revolving credit facility, net	766,733			985,055
Term loan and senior unsecured notes, net	2,056,623			2,308,478
Accrued interest payable	36,941			42,406
Other liabilities	247,950			168,477
Accounts payable and accrued expenses	168,322			196,213
Deferred revenue	414,686			399,102
Capital lease obligations	41,554			41,360
Deferred land leases payable	2,010			1,783
Dividend and distributions payable	80,038			79,790
Security deposits	67,001			68,023
Liabilities related to assets held for sale	1,612,001			29,000
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities	100,000			100,000
Total liabilities	11,179,030			11,301,607
Commitments and contingencies	—			—
Limited partner interests in SLGOP (4,001 and 3,746 limited partner common units outstanding at March 31, 2016 and December 31, 2015, respectively)	407,046			424,206
Preferred units	304,869			282,516



	March 31, 2016			December 31, 2015
	(unaudited)
Capital
SLGOP partners' capital:
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2016 and December 31, 2015	221,932			221,932
SL Green partners' capital (1,041 and 1,035 general partner common units and 99,041 and 98,941 limited partner common units outstanding at March 31, 2016 and December 31, 2015, respectively)	7,063,458			7,074,282
Accumulated other comprehensive loss	(17,222		)	(8,749		)
Total SLGOP partners' capital	7,268,168			7,287,465
Noncontrolling interests in other partnerships	426,855			431,852
Total capital	7,695,023			7,719,317
Total liabilities and capital	$	19,585,968		$	19,727,646

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

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of ~~Income~~Operations

(unaudited, in thousands, except per unit data)


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Revenues
Rental revenue, net	$	303,329		$	255,976		$	345,607		$	303,329
Escalation and reimbursement	40,969			37,807			45,611			40,969
Investment income	42,069			54,084			54,737			42,069
Other income	9,932			14,578			9,489			9,932
Total revenues	396,299			362,445			455,444			396,299
Expenses
Operating expenses, including related party expenses of $3,808 and $3,513 in 2015 and 2014, respectively	76,777			69,909
Operating expenses, including $3,462 in 2016 and $3,808 in 2015 of related party expenses							79,520			76,777
Real estate taxes	55,723			52,350			61,674			55,723
Ground rent	8,188			8,033			8,308			8,188
Interest expense, net of interest income	75,807			76,178			94,672			75,807
Amortization of deferred financing costs	6,615			3,657			7,932			6,615
Depreciation and amortization	108,337			86,515			179,308			108,337
Transaction related costs	1,143			2,474			1,279			1,143
Marketing, general and administrative	25,464			23,257			24,032			25,464
Total expenses	358,054			322,373			456,725			358,054
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 and (loss) gain on early extinguishment of debt	38,245			40,072
(Loss) 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, gain on sale of real estate and loss on early extinguishment of debt							(1,281		)	38,245
Equity in net income from unconsolidated joint ventures	4,030			6,128			10,096			4,030
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—			104,640			9,915			—
(Loss) gain on early extinguishment of debt	(49		)	3
Gain on sale of real estate, net							13,773			—
Loss on early extinguishment of debt							—			(49		)
Income from continuing operations	42,226			150,843			32,503			42,226
Net income from discontinued operations	427			5,769			—			427
Gain on sale of discontinued operations	12,983			—			—			12,983
Net income	55,636			156,612			32,503			55,636
Net income attributable to noncontrolling interests in other partnerships	(5,927		)	(1,490		)	(1,974		)	(5,927		)
Preferred unit distributions	(951		)	(565		)	(2,648		)	(951		)
Net income attributable to SLGOP	48,758			154,557			27,881			48,758
Perpetual preferred unit distributions	(3,738		)	(3,738		)	(3,738		)	(3,738		)
Net income attributable to SLGOP common unitholders	$	45,020		$	150,819		$	24,143		$	45,020
Amounts attributable to SLGOP common unitholders:
Income from continuing operations before gains on sale and discontinued operations	$	31,610		$	40,410
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—			104,640
Net income from discontinued operations	427			5,769
Gain on sale of discontinued operations	12,983			—
Net income attributable to SLGOP common unitholders	$	45,020		$	150,819

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of ~~Income~~Operations

(unaudited, in thousands, except per unit data)


	Three Months Ended March 31,				Three Months Ended March 31,
					2016		2015
Amounts attributable to SLGOP common unitholders:
Income from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations					$	455	$	31,610
Equity in net gain on sale of interest in unconsolidated joint venture/real estate					9,915		—
Net income from discontinued operations					—		427
Gain on sale of discontinued operations					—		12,983
Gain on sale of real estate					13,773		—
Net income attributable to SLGOP common unitholders					$	24,143	$	45,020
	2015		2014
Basic earnings per unit:
Income from continuing operations before gains on sale and discontinued operations	$	0.31	$	0.41	$	—	$	0.31
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—		1.07		0.10		—
Net income from discontinued operations	—		0.06		—		—
Gain on sale of discontinued operations	0.13		—		—		0.13
Gain on sale of real estate					0.13		—
Net income attributable to SLGOP common unitholders	$	0.44	$	1.54	$	0.23	$	0.44

Diluted earnings per unit:
Income from continuing operations before gains on sale and discontinued operations	$	0.31	$	0.41	$	—	$	0.31
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—		1.06		0.10		—
Net income from discontinued operations	—		0.06		—		—
Gain on sale of discontinued operations	0.13		—		—		0.13
Gain on sale of real estate					0.13		—
Net income attributable to SLGOP common unitholders	$	0.44	$	1.53	$	0.23	$	0.44
Dividends per unit	$	0.60	$	0.50	0.72		$	0.60
Basic weighted average common units outstanding	102,366		98,196		104,025		102,366
Diluted weighted average common units and common unit equivalents outstanding	103,019		98,716		104,259		103,019

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

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Net income	$	55,636		$	156,612		$	32,503		$	55,636
Other comprehensive (loss) income:
Other comprehensive income (loss):
Change in net unrealized (loss) gain on derivative instruments, including SLGOP's share of joint venture net unrealized (loss) gain on derivative instruments	(5,680		)	168			(7,572		)	(5,680		)
Change in unrealized gain on marketable securities	650			129
Change in unrealized (loss) gain on marketable securities							(1,223		)	650
Other comprehensive (loss) income	(5,030		)	297			(8,795		)	(5,030		)
Comprehensive income	50,606			156,909			23,708			50,606
Net income attributable to noncontrolling interests	(5,927		)	(1,490		)	(1,974		)	(5,927		)
Other comprehensive income (loss) attributable noncontrolling interests							322			200
Comprehensive income attributable to SLGOP	$	44,679		$	155,419		$	22,056		$	44,879

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

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statement of Capital

(unaudited, in thousands, except per unit data)

SL Green Operating Partnership Unitholders
General Partner Limited Partners

Series I
Preferred
Units

Common
Units

Common
Unitholders

Common
Units

Common
Unitholders
Accumulated
Other
Comprehensive Loss
Noncontrolling
Interests
Total
Balance at December 31, 2014 $ 221,932
97,325
$ 7,078,924
3,973
$ 113,298
$ (7,256 ) $ 521,842
$ 7,928,740
Net income 3,738
43,277
1,743
5,927
54,685
Acquisition of subsidiary interest from noncontrolling interest 7,564
(11,084 ) (3,520 )
Other comprehensive loss (5,030 ) (5,030 )
Preferred distributions (3,738 ) (3,738 )
Issuance of common units

257
22,114
22,114
DRSPP proceeds 775
99,496
99,496
Conversion of units of the Operating Partnership to common stock 317
37,407
(317 ) (37,407 ) —
Reallocation of capital account relating to sale (10,144 ) (10,144 )
Deferred compensation plan and stock award, net 26
(3,430 ) (3,430 )
Amortization of deferred compensation plan 6,239
6,239
Contribution to consolidated joint venture interest —
—
Contributions - net proceeds from common stock offering 953
120,597
120,597
Contributions - proceeds from stock options exercised 137
10,344
10,344
Cash distributions to noncontrolling interests (112,100 ) (112,100 )
Cash distributions declared ($0.60 per common unit, none of which represented a return of capital for federal income tax purposes) (59,647 ) (2,349 ) (61,996 )
Balance at March 31, 2015 $ 221,932
99,533
$ 7,340,771
3,913
$ 97,399
$ (12,286 ) $ 394,441
$ 8,042,257



			SL Green Operating Partnership Unitholders
					Partners' Interest
	Series C Preferred Units		Series I Preferred Units		Common Units	Common Unitholders			Accumulated Other Comprehensive (Loss) Income			Noncontrolling Interests			Total
Balance at December 31, 2015	$	—	$	221,932	99,976	$	7,074,282		$	(8,749	)	$	431,852		$	7,719,317
Net income						26,959						1,974			28,933
Other comprehensive (loss)									(8,473		)				(8,473		)
Preferred distributions						(3,738		)							(3,738		)
DRSPP proceeds						45									45
Conversion of common units					63	7,153									7,153
Reallocation of noncontrolling interests in the operating partnership						25,867									25,867
Deferred compensation plan and stock award, net					25	(2,220		)							(2,220		)
Amortization of deferred compensation plan						5,864									5,864
Contribution to consolidated joint venture interests												934			934
Contributions - proceeds from stock options exercised					17	1,211									1,211
Cash distributions to noncontrolling interests												(7,905		)	(7,905		)
Cash distributions declared ($0.72 per common unit, none of which represented a return of capital for federal income tax purposes)						(71,965		)							(71,965		)
Balance at March 31, 2016	$	—	$	221,932	100,081	$	7,063,458		$	(17,222	)	$	426,855		$	7,695,023

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

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Operating Activities
Net income	$	55,636		$	156,612		$	32,503		$	55,636
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	114,955			93,680			187,240			114,955
Equity in net income from unconsolidated joint ventures	(4,030		)	(6,128		)	(10,096		)	(4,030		)
Distributions of cumulative earnings from unconsolidated joint ventures	15,489			7,669			8,891			15,489
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate	—			(104,640		)	(9,915		)	—
Gain on sale of real estate							(13,773		)	—
Gain on sale of discontinued operations	(12,983		)	—			—			(12,983		)
Loss (gain) on early extinguishment of debt	49			(3		)
Loss on early extinguishment of debt							—			49
Deferred rents receivable	(32,367		)	(11,133		)	(652		)	(32,367		)
Other non-cash adjustments	4,590			(12,792		)	(14,920		)	4,590
Changes in operating assets and liabilities:
Restricted cash—operations	(1,652		)	(10,520		)	(5,318		)	(1,652		)
Tenant and other receivables	7,096			11,899			7,829			7,096
Related party receivables	(353		)	(11,885		)	(4,503		)	(353		)
Deferred lease costs	(11,017		)	(4,476		)	(13,133		)	(11,017		)
Other assets	(38,280		)	(32,949		)	(46,736		)	(38,280		)
Accounts payable, accrued expenses and other liabilities and security deposits	(20,230		)	(1,821		)	(20,630		)	(20,230		)
Deferred revenue and land leases payable	14,056			14,635			17,303			14,056
Net cash provided by operating activities	90,959			88,148			114,090			90,959
Investing Activities
Acquisitions of real estate property	(6,290		)	—			(37,728		)	(6,290		)
Additions to land, buildings and improvements	(47,117		)	(48,213		)	(62,500		)	(47,117		)
Escrowed cash—capital improvements/acquisition deposits	(3,084		)	(34,861		)
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price							60,059			(3,084		)
Investments in unconsolidated joint ventures	(83,772		)	(18,966		)	(6,603		)	(83,772		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	45,546			72,558			95,004			45,546
Net proceeds from disposition of real estate/joint venture interest	485,540			109,196			139,594			485,540
Proceeds from sale of marketable securities	133			—			—			133
Purchases of marketable securities	(7,769		)	—			—			(7,769		)
Other investments	(5,424		)	(1,573		)	(4,103		)	(5,424		)
Origination of debt and preferred equity investments	(174,420		)	(150,464		)	(117,119		)	(174,420		)
Repayments or redemption of debt and preferred equity investments	26,954			522			272,253			26,954
Net cash provided by (used in) investing activities	230,297			(71,801		)
Net cash provided by investing activities							338,857			230,297

Table of Contents

SL Green Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Financing Activities
Proceeds from mortgages and other loans payable	$	—		$	121,216		$	227,892		$	—
Repayments of mortgages and other loans payable	(481,608		)	(10,772		)	(127,695		)	(481,608		)
Proceeds from revolving credit facility, term loan and senior unsecured notes	665,000			603,000			520,000			665,000
Repayments of revolving credit facility, term loan and senior unsecured notes	(530,000		)	(440,690		)	(994,296		)	(530,000		)
Contributions of proceeds from stock options exercised and DRSSP issuance	109,840			8,992
Contributions of net proceeds from sale of common stock	120,597			24
Proceeds from stock options exercised and DRIP issuance							1,256			109,840
Net proceeds from sale of common stock							—			120,597
Redemption of preferred units	(200		)	—			(440		)	(200		)
Distributions to noncontrolling interests in other partnerships	(110,867		)	(1,586		)	(7,905		)	(110,867		)
Contributions from noncontrolling interests in other partnerships	—			517			934			—
Distributions paid on common and preferred units	(65,252		)	(53,152		)	(80,984		)	(65,252		)
Other obligations related to mortgage loan participations	25,000			—			76,500			25,000
Deferred loan costs and capitalized lease obligation	(4,405		)	(3,426		)	(7,403		)	(4,405		)
Net cash (used in) provided by financing activities	(271,895		)	224,123
Net cash used in financing activities							(392,141		)	(271,895		)
Net increase in cash and cash equivalents	49,361			240,470			60,806			49,361
Cash and cash equivalents at beginning of year	281,409			206,692			255,399			281,409
Cash and cash equivalents at end of year	$	330,770		$	447,162
Cash and cash equivalents at end of period							$	316,205		$	330,770

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of common stock as deferred compensation	$	1,306		$	1,295		$	2,195		$	1,306
Issuance of units in the Operating Partnership	22,114			17,314
Redemption of units in the Operating Partnership	37,407			16,583
Issuance of units in the operating partnership							18,140			22,114
Redemption of units in the operating partnership							7,153			37,407
Derivative instruments at fair value	4,426			110			8,141			4,426
Exchange of debt investment for equity in joint venture	10,151			—			68,581			10,151
Transfer of restricted cash to operating cash and cash equivalents as a result of sale	21,578			—			—			21,578
Acquisition of subsidiary interest from noncontrolling interest	3,500			—			—			3,500
Issuance of preferred units relating to the real estate acquisition							22,750			—
Tenant improvements and capital expenditures payable	17,664			9,898			18,165			17,664
Transfer to net assets held for sale	—			63,925
Transfer to liabilities related to net assets held for sale	—			49,704
Transfer of financing receivable to debt investment	—			19,675
Fair value adjustment to noncontrolling interest in the operating partnership							25,867			—
Transfer of assets to assets held for sale							1,891,575			—
Transfer of liabilities related to assets held for sale							1,612,001			—
Deferred leasing payable	2,372			—			1,699			2,372
Issuance of preferred units	40,000			—
Removal of fully depreciated commercial real estate properties							4,822			—
Issuance of preferred units (Stonehenge)							—			40,000

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

Table of Contents

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

Notes to Consolidated Financial Statements

March 31, ~~2015~~2016

~~(unaudited)~~

1. Organization and Basis of Presentation

SL Green Realty Corp., which is referred to as the Company or SL Green, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Operating Partnership received a contribution of interest in the real estate properties, as well as 95% of the economic interest in the management, leasing and construction companies which are referred to as the Service ~~Corporation, a consolidated variable interest entity.~~Corporation. All of the management, leasing and construction services ~~with respect~~that are provided to the properties that are wholly-owned by us and that are provided to certain joint ventures are conducted through SL Green Management LLC which is 100% owned by the Operating Partnership. The Company has qualified, and expects to qualify in the current fiscal year, as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.

Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As of March 31, ~~2015,~~2016, noncontrolling investors held, in the aggregate, a ~~3.78%~~3.84% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership. The Operating Partnership is considered a variable interest entity, or VIE, in which we are the primary beneficiary. See Note 11, "Noncontrolling Interests on the Company's Consolidated Financial Statements."

Reckson Associates Realty Corp., or Reckson, and Reckson Operating Partnership, L.P., or ROP, are wholly-owned subsidiaries of ~~the Operating Partnership.~~SL Green Realty Corp.

As of March 31, ~~2015~~2016, we owned the following interests in ~~commercial and residential~~ 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 New Jersey, which are collectively known as the Suburban properties:


			Consolidated			Unconsolidated		Total						Consolidated			Unconsolidated		Total
Location		Type	Number of Properties		Approximate Square Feet	Number of Properties	Approximate Square Feet	Number of Properties	Approximate Square Feet	Weighted Average Occupancy(1)			Property Type	Number of Properties		Approximate Square Feet (unaudited)	Number of Properties	Approximate Square Feet (unaudited)	Number of Properties	Approximate Square Feet (unaudited)	Weighted Average Occupancy(1) (unaudited)
Commercial:	Commercial:											Commercial:
Manhattan		Office	23		18,429,045	7	3,476,115	30	21,905,160	96.0	%		Office	27	(2)	21,003,606	6	4,244,139	33	25,247,745	95.9	%
		Retail	9	(2)	403,735	7	279,628	16	683,363	90.7	%		Retail	10	(3)	418,093	9	347,970	19	766,063	88.1	%
		Development/Redevelopment	8		883,862	5	1,952,782	13	2,836,644	38.0	%		Development/Redevelopment	3		42,635	3	733,624	6	776,259	30.5	%
		Fee Interest	2		783,530	—	—	2	783,530	100.0	%		Fee Interest	1		176,530	—	—	1	176,530	100.0	%
			42		20,500,172	19	5,708,525	61	26,208,697	89.7	%			41		21,640,864	18	5,325,733	59	26,966,597	93.8	%
Suburban		Office	27		4,365,400	4	1,222,100	31	5,587,500	80.8	%		Office	26		4,235,300	2	640,000	28	4,875,300	81.7	%
		Retail	1		52,000	—	—	1	52,000	100.0	%		Retail	1		52,000	—	—	1	52,000	100.0	%
		Development/Redevelopment	2		86,000	2	65,641	4	151,641	57.5	%		Development/Redevelopment	1		1,000	1	—	2	1,000	100.0	%
			30		4,503,400	6	1,287,741	36	5,791,141	80.3	%			28		4,288,300	3	640,000	31	4,928,300	81.9	%
Total commercial properties	Total commercial properties		72		25,003,572	25	6,996,266	97	31,999,838	88.0	%	Total commercial properties		69		25,929,164	21	5,965,733	90	31,894,897	92.0	%
Residential:
Manhattan		Residential	3	(2)	735,587	17	2,046,733	20	2,782,320	96.8	%		Residential	4	(3)	762,587	17	2,193,424	21	2,956,011	95.4	%
Suburban		Residential	1		66,611	—	—	1	66,611	84.4	%		Residential	—		—	—	—	—	—	—	%
Total residential properties	Total residential properties		4		802,198	17	2,046,733	21	2,848,931	96.4	%	Total residential properties		4		762,587	17	2,193,424	21	2,956,011	95.4	%
Total portfolio(3)	Total portfolio(3)		76		25,805,770	42	9,042,999	118	34,848,769	88.7	%	Total portfolio(3)		73		26,691,751	38	8,159,157	111	34,850,908	92.3	%


(1)	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total ~~available rentable~~acquisition square ~~feet.~~footage. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.


(2)	Includes the property at 388-390 Greenwich Street, which is classified as held for sale at March 31, 2016.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~


~~(2)~~(3)	As of March 31, ~~2015,~~2016, we owned a building that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the retail properties count and have bifurcated the square footage into the retail and residential components.

As of March 31, ~~2015,~~2016, we also managed an approximately ~~336,201~~336,000 square foot (unaudited) office building owned by a third party and held debt and preferred equity investments with a book value of ~~$1.5 billion.~~$1.7 billion including $0.3 billion of debt and preferred equity investments and other financing receivables that are included in other balance sheet line items.

Partnership Agreement

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

Basis of Quarterly Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company and the Operating Partnership at March 31, ~~2015~~2016 and the results of operations for the periods presented have been included. The operating results for the period presented are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2015.~~2016. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 of the Company and the Operating Partnership.

The consolidated balance sheets at December 31, ~~2014~~2015 have been derived from the audited financial statements as of that date but do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

2. Significant Accounting Policies

Principles of Consolidation

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

We consolidate a variable interest entity, or VIE, in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Included in commercial real estate properties on our consolidated balance sheets as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 are ~~$198.5 million~~$1.8 billion and ~~$198.4~~$200.7 million, respectively, related to our consolidated VIEs. Included in mortgages and other loans payable on our consolidated balance sheets as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 are ~~$106.0~~$673.9 million and ~~$106.5~~$104.5 million, respectively, collateralized by the real estate assets of the related ~~to our~~ consolidated VIEs. ~~Also, included in~~As of March 31, 2016, assets held for sale and liabilities related to assets held for sale on ~~our~~the consolidated balance sheets ~~as of December 31, 2014 are $445.0 million of commercial real estate and $253.9 million of mortgage~~did not include amounts related to ~~our~~ consolidated VIEs.

A noncontrolling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to us. Noncontrolling interests are required to be presented as a separate component of equity in the consolidated balance sheet and the presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests.

We assess the accounting treatment for each joint venture and debt and preferred equity investment. This assessment includes a review of each joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIEs, 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 and our partner~~

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

direct the activities that most significantly impact the entity's economic performance. In situations where we and our partner approve, among other things, the annual budget, receive a detailed monthly reporting package, ~~from us,~~ meet on a quarterly basis to review the results of the joint venture, review and approve the joint venture's tax return before filing, and approve 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 the joint venture. Our joint venture agreements typically contain certain protective rights such as ~~the requirement of~~requiring 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.

Investment in Commercial Real Estate Properties

On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be other than temporarily impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted and without interest charges for consolidated properties) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. ~~We do not believe that the values of any of our consolidated properties were other than temporarily impaired at~~ ~~March 31, 2015~~.

We also evaluate our real estate properties for potential impairment when a real estate property has been classified as held for sale. Real estate assets held for sale are valued at the lower of either their carrying value or fair value less costs to sell. We do not believe that there were any indicators of impairment at any of our consolidated properties at March 31, 2016.

We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives, which generally range from three to 40 years. We amortize the amount allocated to the above- and below-market leases over the remaining term of the associated lease, which generally range from one to 14 years, and record it as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income. We amortize the amount allocated to the values associated with in-place leases over the expected term of the associated lease, which generally ranges from 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 and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount 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.

We recognized ~~an increase of~~$34.8 million and $14.3 million ~~and $6.1 million in~~of rental revenue for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, 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. We~~properties.We recognized as a reduction into interest expense ~~for~~ the amortization of the above-market rate mortgages assumed of $0.6 million ~~and $1.5 million~~ for both the three months ended March 31, ~~2015~~2016 and ~~2014, respectively.~~2015.

The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and intangible liabilities (acquired below-market leases) as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 (in thousands):



	March 31, 2016			December 31, 2015
Identified intangible assets (included in other assets):
Gross amount	$	1,022,698		$	939,518
Accumulated amortization	(407,401		)	(403,747		)
Net⁽¹⁾	$	615,297		$	535,771
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	863,882		$	866,561
Accumulated amortization	(489,674		)	(486,928		)
Net⁽¹⁾	$	374,208		$	379,633

March 31, 2015 December 31, 2014
Identified intangible assets (included in other assets):
Gross amount $ 968,763
$ 664,297
Accumulated amortization (408,884 ) (383,236 )
Net $ 559,879
$ 281,061
Identified intangible liabilities (included in deferred revenue):
Gross amount $ 847,326
$ 655,755
Accumulated amortization (506,578 ) (483,948 )
Net $ 340,748
$ 171,807

~~Fair Value Measurements~~

~~See Note 17, "Fair Value Measurements."~~

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~


(1)	As of March 31, 2016 and December 31, 2015, $242.8 million and $0.2 million, respectively and $149.9 million and $0.1 million, respectively, of net intangible assets and net intangible liabilities, were reclassified to assets held for sale and liabilities related to assets held for sale.

In February 2016, we closed on the sale of 885 Third Avenue but did not meet the criteria for sale accounting under the full accrual method in ASC 360-20, Property, Plant and Equipment - Real Estate Sales. As a result the property remains on our consolidated balance sheet until the criteria is met.

Fair Value Measurements

See Note 16, "Fair Value Measurements."

Investment in Marketable Securities

We ~~invest in marketable securities. At the time of purchase, we are required to~~ designate a security as held-to-maturity, available-for-sale, or trading ~~depending on ability and intent. We do~~at acquisition. As of March 31, 2016, we did not have any securities designated as held-to-maturity or ~~trading at March 31, 2015. Securities~~trading. We account for our available-for-sale ~~are reported~~securities at fair value pursuant to Accounting Standards Codification, or ASC, 820-10, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. ~~Unrealized~~Any unrealized losses that are determined to be other-than-temporary are recognized in earnings up to their credit component.

The cost of bonds and marketable securities sold is determined using the specific identification method.

At March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, we held the following marketable securities (in thousands):


	March 31, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Equity marketable securities	$	4,287	$	4,332	$	4,132	$	4,704
Mortgage-backed securities	43,429		35,097
Commercial mortgage-backed securities					39,783		40,434
Total marketable securities available-for-sale	$	47,716	$	39,429	$	43,915	$	45,138

The cost basis of the commercial mortgage-backed securities was ~~$40.0 million and $32.4~~$38.7 million at both March 31, ~~2015~~2016 and December 31, ~~2014, respectively.~~2015. These securities mature at various times through 2049.

We did not sell any of our marketable securities during the three months ended March 31, 2016. During the three months ended March 31, 2015, we disposed of marketable securities for aggregate net proceeds of $0.1 million. ~~We did not sell any of our marketable securities during the three months ended March 31, 2014.~~

Investments in Unconsolidated Joint Ventures

We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on the joint ~~venture's~~ventures' projected discounted cash flows. We do not believe that the values of any of our equity investments were impaired at March 31, ~~2015~~2016.

We may originate loans for real estate acquisition, development and construction, where we expect to receive some ~~or all~~ of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of accounting for investments. Otherwise, we account for these arrangements consistent with our loan accounting for our debt and preferred equity investments.

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. In order for the tenant to take possession, the leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, management evaluates whether we are or the tenant is the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner (the tenant is the owner) of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space. When management concludes that we are the owner of tenant improvements for accounting purposes, we record amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, we 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, we record our contribution towards those improvements as a lease incentive, which is included in deferred costs, net on our consolidated balance sheets and amortized as a

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

reduction to rental revenue 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 rents receivable on the 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 sheets is net of such allowance.

In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.

We record a gain on sale of real estate when title is conveyed to the buyer, subject to the buyer's financial commitment being sufficient to provide economic substance to the sale and provided that we have no substantial economic involvement with the buyer.

Interest income on debt and preferred equity investments is accrued based on the outstanding principal amount and contractual terms of the instruments and when, in the opinion of management, it is deemed collectible. ~~Several of the~~Some debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest is 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.

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

Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition on any non-accrual debt or preferred equity investment is resumed when such non-accrual debt or preferred equity investment 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.

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

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

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

Reserve for Possible Credit Losses

The expense for possible credit losses in connection with debt and preferred equity investments is the charge to earnings to increase the allowance for possible credit losses to the level that we estimate to be adequate, based on Level 3 data, considering delinquencies, loss experience and collateral quality. Other factors considered ~~relate to~~include geographic trends, ~~and~~ product diversification, the size of the portfolio and current economic conditions. Based upon these factors, we establish ~~the~~a provision for possible credit ~~losses~~loss on each individual investment. When it is probable that we will be unable to collect all amounts contractually due, the investment is considered impaired.

Where impairment is indicated on an investment that is held to maturity, a valuation allowance is measured based upon the excess of the recorded investment amount over the net fair value of the collateral. Any deficiency between the carrying amount of an asset and the calculated value of the collateral is charged to expense. 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 loan reserves recorded during three months ended March 31, ~~2015~~2016 and ~~2014.~~2015.

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

Debt and preferred equity investments held for sale are carried at the lower of cost or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its net carrying value to debt and preferred equity investments held to maturity. For these reclassified 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.

Income Taxes

SL Green is taxed as a REIT under Section 856(c) of the Code. As a REIT, SL Green generally is not subject to Federal income tax. To maintain its qualification as a REIT, SL Green must distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. If SL Green fails to qualify as a REIT in any taxable year, weSL Green 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.

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

Pursuant to amendments to the Code that became effective January 1, 2001, we have elected, and may elect in the future, to treat certain of our existing or newly created corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in Federal and state income tax liability for these entities.

During the three months ended March 31, ~~2015~~2016 and ~~2014~~,2015, we recorded Federal, state and local tax provisions of $1.2 million and $0.3 million, ~~and $2.9 million,~~ respectively.

We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is more-likely-than-not to be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.

Stock-Based Employee Compensation Plans

We have a stock-based employee compensation plan, described more fully in Note 14, "Share-based Compensation."

The Company's stock options are recorded at fair value at the time of issuance. Fair value of the stock options is determined using the Black-Scholes option 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 our plan has characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

estimate, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the employee stock options.

Compensation cost for stock options, if any, is recognized over the vesting period of the award. Our policy is to grant options with an exercise price equal to the quoted closing market price of the Company's common 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.

For share-based awards with a performance or market measure, we recognize compensation cost over the requisite service period, using the accelerated attribution expense method. The requisite service period begins on the date the compensation committee of SL Green's board of directors authorizes the award, adopts any relevant performance measures and communicates the award to the employees. For programs with awards that vest based on the achievement of a performance condition or market condition, we determine whether it is probable that the performance condition will be met, and estimate compensation cost based on the fair value of the award at the applicable reporting date estimated using a binomial model or market quotes. For share-based awards for which there is no pre-established performance measure, we recognize compensation cost over the service vesting period, which represents the requisite service period, on a straight-line basis. In accordance with the provisions of our share-based incentive

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

compensation plans, we accept the return of shares of the Company's common stock, at the current quoted market price, from certain key employees to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.

Awards can also be made in the form of a separate series of 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 our stock incentive plan, are valued by reference to the value of the Company's common stock at the time of grant, and are subject to such conditions and restrictions as the compensation committee of the 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.

Earnings per Share of the Company

The Company presents both basic and diluted earnings per share, or EPS. Basic EPS excludes dilution and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic EPS includes participating securities, consisting of unvested restricted stock that receive nonforfeitable dividends similar to shares of common stock. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount. Diluted EPS also includes units of limited partnership interest. The dilutive effect of stock options is reflected in the weighted average diluted outstanding shares calculation by application of the treasury stock method. There is no dilutive effect for the exchangeable senior notes as the conversion premium will be paid in cash.

Earnings per Unit of the Operating Partnership

The Operating Partnership presents both basic and diluted earnings per unit, or EPU. Basic EPU excludes dilution and is computed by dividing net income or loss attributable to common unitholders by the weighted average number of common units outstanding during the period. Basic EPU includes participating securities, consisting of unvested restricted units that receive nonforfeitable dividends similar to shares of common 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 unit 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 notes as the conversion premium will be paid in cash.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments in excess of insured amounts with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in New York City. See Note 5, "Debt and Preferred Equity Investments." We perform ongoing credit evaluations of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

with lost rent and the costs associated with re-tenanting a space. Although the properties in our real estate portfolio are primarily located in Manhattan, we also have properties located in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey. The tenants located in our buildings operate in various industries. Other than three tenants, who account for ~~10.7%~~9.1% , ~~7.1%~~8.5% and ~~5.4% of our share of annualized cash rent, respectively,~~5.9%, no other tenant in our portfolio accounted for more than ~~2.1%~~5.0% of our share of annualized cash rent, including our share of joint venture annualized rent, at March 31, ~~2015.~~2016. For the three months ended March 31, ~~2015, 10.1%,~~2016, 9.7%, ~~7.7%~~9.1%, 8.3%, 7.0%, 6.6%, 5.7%, and ~~7.4%~~5.0% of our annualized cash rent for consolidated properties was attributable to 11 Madison Avenue, 1515 Broadway, ~~388-390~~388 and 390 Greenwich Street, 919 Third Avenue, 1185 Avenue of the Americas, 420 Lexington Avenue and ~~919 Third~~One Madison Avenue, respectively. Annualized cash rent for all other consolidated properties was below 5.0%.

Reclassification

Certain prior year balances have been reclassified to conform to our current year ~~presentation primarily in order to eliminate discontinued operations from income from continuing operations.~~presentation.

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

Accounting Standards Updates

In March 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company has not yet adopted this new guidance and is currently evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments Equity Method and Joint Ventures (Topic 323). The guidance eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The guidance is effective for all entities for fiscal years beginning after 15 December 2016 and interim periods within those years. Early adoption is permitted in any interim or annual period. The Company has not yet adopted this new guidance and is currently evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. The guidance requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the previous standard. The accounting applied by a lessor is largely unchanged from that applied under the previous standard. The Guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company has not yet adopted this new guidance and is currently evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01 (ASU825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The guidance requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and to record changes in instruments-specific credit risk for financial liabilities measured under the fair value option in other comprehensive income. The guidance is effective for fiscal years beginning after December 15, 2017, and for interim periods therein. The Company has not yet adopted this new guidance and is currently evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements.

In April 2015, the ~~Financial Accounting Standards Board, or~~ FASB issued final guidance to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability ~~(Accounting Standards Update, or ASU, No,~~(ASU 2015-03). The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the guidance is permitted. Upon adoption, an entity must apply the new guidance retrospectively for all prior periods presented in the financial statements. The Company ~~expects to adopt~~adopted the guidance effective January 1, 2016. Accordingly, as of March 31, 2016 and December 31, 2015, $105.3 million and $130.3 million, respectively of deferred debt issuance cost, net of amortization are presented as a direct reduction within Mortgages and other loans payable, Revolving credit facility, Term loan and senior unsecured notes on the ~~guidance is not anticipated to have a material impact on our~~Company's consolidated ~~financial statements.~~balance sheets.

In February 2015, the FASB issued ~~new~~ guidance that amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities (ASU ~~No.~~ 2015-02). Under this analysis, limited partnerships and other similar entities will be considered a VIE unless the limited partners hold substantive kick-out rights or participating rights.~~The guidance is effective for annual and interim periods beginning after December 15, 2015. Early adoption of this guidance is permitted.~~ The Company ~~is currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.~~

In June 2014, the FASB issued final guidance that requires repurchase-to-maturity transactions to be accounted for as secured borrowings as if the transferor retains effective control, even though the transferred financial assets are not returned to the transferor at settlement and also eliminates existing guidance for repurchase financings (ASU, No. 2014-11). New disclosures are required for (1) certain transactions accounted for as secured borrowings and (2) transfers accounted for as sales when the transferor also retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The guidance is effective for the first interim or annual period beginning after December 15, 2014, except for the disclosures related to transactions accounted for as secured borrowings, which are effective for periods beginning after March 15, 2015. Early adoption of this guidance is prohibited. The Company has adopted the ~~standard beginning~~guidance effective January 1, 2016. Under the revised guidance, certain entities, including the Operating Partnership, now qualify as variable interest entities while some of our entities originally classified as

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

variable interest entities no longer meet the criteria. The change in ~~the first quarter of 2015. The adoption of this guidance~~designation did not have a material impact on our consolidated financial ~~statements. The Company will adopt~~statements and did not change the ~~presentation and disclosures related to transactions accounted for as secured borrowings during the second quarter of 2015.~~consolidation conclusion on these entities.

In May 2014, the FASB issued a new comprehensive revenue recognition guidance which requires us to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services (ASU ~~No.~~ 2014-09). The guidance also requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. ~~The~~In March 2016 the FASB issued implementation guidance iswhich clarifies principal versus agent considerations in reporting revenue gross versus net (ASU 2016-08). In April 2016, the FASB issued implementation guidance which clarifies the identification of performance obligations (ASU 2016-10). These ASUs are effective for annual and interim periods beginning after December 15, ~~2016 and early~~2017. Early adoption is permitted, but not ~~permitted.~~before interim and annual reporting periods beginning after December 15, 2016. The new guidance can be applied either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption. The Company has not yet adopted this guidance and is currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.

In April 2014, the FASB issued new guidance on reporting discontinued operations which raises the threshold for disposals to qualify as discontinued operations (ASU No. 2014-08). The guidance also allows us to have a significant continuing involvement and continuing cash flows with the discontinued operations. Additionally, the guidance requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. The guidance is effective for calendar year public companies beginning in the first quarter of 2015 and is to be applied on a prospective basis for new disposals. Early adoption of this guidance was permitted. The Company has adopted the standard beginning in the first quarter of 2015. The adoption of this guidance will change the presentation of discontinued operations for all properties held for sale and/or disposed of subsequent to January 1, 2015.

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

3. Property Acquisitions

~~2015~~2016 Acquisitions

During the three months ended March 31, ~~2015,~~2016, the property listed below was acquired from a third party. The following summarizes our preliminary allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of this acquisition (in thousands):

1640 Flatbush Avenue⁽¹⁾
Acquisition Date March 2015
Ownership Type Fee Interest
Property Type Retail

Purchase Price Allocation:
Land $ 6,120
Building and building leasehold 680
Above-market lease value —
Acquired in-place leases —
Other assets, net of other liabilities —
Assets acquired 6,800
Mark-to-market assumed debt —
Below-market lease value —
Derivatives —
Liabilities assumed —
Purchase price $ 6,800
Net consideration funded by us at closing, excluding consideration financed by debt $ 6,800
Equity and/or debt investment held $ —
Debt assumed $ —



	183 Broadway⁽¹⁾
Acquisition Date	March 2016
Ownership Type	Fee Interest
Property Type	Retail/Residential

Purchase Price Allocation:
Land	$	26,640
Building and building leasehold	2,960
Above-market lease value	—
Acquired in-place leases	—
Other assets, net of other liabilities	—
Assets acquired	$	29,600
Mark-to-market assumed debt	—
Below-market lease value	—
Derivatives	—
Liabilities assumed	—
Purchase price	$	29,600
Net consideration funded by us at closing, excluding consideration financed by debt	$	29,600
Equity and/or debt investment held	$	—
Debt assumed	$	—


(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.

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

~~2014~~2015 Acquisitions

During the three months ended March 31, ~~2015,~~2016, we finalized the purchase price allocations based on ~~third party appraisal and additional~~ facts and circumstances that existed at the acquisition dates for the following ~~2014~~2015 acquisitions (in thousands):

719 Seventh Avenue⁽¹⁾⁽²⁾

115 Spring
Street⁽¹⁾

388-390 Greenwich Street⁽¹⁾⁽³⁾
Acquisition Date July 2014 July 2014 May 2014
Ownership Type Fee Interest Fee Interest Fee Interest
Property Type Development Retail Office

Purchase Price Allocation:
Land $ 41,850
$ 11,078
$ 516,292
Building and building leasehold —
44,799
964,434
Above-market lease value —
—
—
Acquired in-place leases —
2,037
302,430
Other assets, net of other liabilities —
—
6,495
Assets acquired 41,850
57,914
1,789,651
Mark-to-market assumed debt —
—
—
Below-market lease value —
4,789
186,782
Derivatives —
—
18,001
Liabilities assumed —
4,789
204,783
Purchase price $ 41,850
$ 53,125
$ 1,584,868
Net consideration funded by us at closing, excluding consideration financed by debt $ 41,850
$ 53,125
$ 208,614
Equity and/or debt investment held $ —
$ —
$ 148,025
Debt assumed $ —
$ —
$ 1,162,379



	11 Madison Avenue ⁽¹⁾			1640 Flatbush Avenue⁽¹⁾
Acquisition Date	August 2015			March 2015
Ownership Type	Fee Interest			Fee Interest
Property Type	Office			Retail

Purchase Price Allocation:
Land	$	675,776		$	6,226
Building and building leasehold	1,553,602			501
Above-market lease value	19,764			—
Acquired in-place leases	366,949			146
Other assets, net of other liabilities	—			—
Assets acquired	2,616,091			6,873
Mark-to-market assumed debt	—			—
Below-market lease value	(187,732		)	(73		)
Derivatives	—			—
Liabilities assumed	(187,732		)	(73		)
Purchase price	$	2,428,359		$	6,800
Net consideration funded by us at closing, excluding consideration financed by debt	$	—		$	—
Equity and/or debt investment held	$	—		$	—
Debt assumed	$	—		$	—

(1)

Based on our preliminary analysis of the purchase price, we had allocated ~~$14.4~~$849.9 million and ~~$26.7~~$1.6 billion to land and building, respectively, at 11 Madison Avenue and $6.1 million and $0.7 million to land and building, respectively, at 719 Seventh Avenue, $15.9 million and $37.2 million to land and building, respectively, at 115 Spring Street and $558.7 million and $1.0 billion to land and building, respectively, at 388-390 Greenwich.1640 Flatbush Avenue. The impact to our consolidated statement of ~~income~~operations for the three months ended March 31, ~~2015~~2016 was ~~$6.7~~$6.0 million in rental revenue for the amortization of aggregate below-market leases and ~~$10.1~~$15.4 million of depreciation expense.

4. Properties Held for Sale and Property Dispositions

Properties Held for Sale

During the three months ended March 31, 2016 we determined that the held for sale criteria was met for 388-390 Greenwich Street. In April 2016, we entered into an agreement to accelerate the sale of our property at 388-390 Greenwich Street for $2.0 billion, net of $242.5 million of unfunded tenant concessions, pursuant to the purchase option that was exercised on the property in January 2016. The closing, which was previously scheduled for December 2017, is now scheduled for June 2016, subject to customary closing conditions.

Property Dispositions

The following table summarizes the properties sold during the three months ended March 31, 2016:



Property	Disposition Date	Property Type	Approximate Square Feet	Sales Price⁽¹⁾ (in millions)		Gain on Sale⁽²⁾ (in millions)
248-252 Bedford Avenue	February 2016	Residential	66,611	$	55.0	$	13.8
885 Third Avenue ⁽³⁾	February 2016	Land	607,000	453.0		—


(1)	Sales price represents the actual sales price for a property or the gross asset valuation for interests in a property.

(2)

~~We, along~~The gain on sale for 248-252 Bedford Avenue is net of $1.3 million in employee compensation awards accrued in connection with ~~our joint venture partner, acquired this property for consideration that included~~ the ~~issuance of $14.1 million aggregate liquidation preference of Series L Preferred Units of limited partnership interest~~realization of the ~~Operating Partnership and $9.5 million aggregate liquidation preference of Series K Preferred Units of limited partnership interest of~~investment gain as a bonus to certain employees that were instrumental in realizing the ~~Operating Partnership. We hold a 75.0% controlling interest in this joint venture.~~gain on sale. Additionally, amounts do not include adjustments for

~~(3)~~

In May 2014, we acquired Ivanhoe Cambridge, Inc.'s 49.65% economic interest in this property, thereby consolidating full ownership of the property. The transaction valued the consolidated interests at $1.585 billion. Simultaneous with the closing, we refinanced the previous mortgage with a $1.45 billion mortgage. We also assumed the existing derivative instruments, which swapped $504.0 million of the mortgage to fixed rate. We recognized a purchase price fair value adjustment of $71.4 million upon closing of this transaction. This property, which we initially acquired in December 2007, was previously accounted for as an investment in unconsolidated joint ventures.

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

expenses recorded in subsequent periods.


(3)	In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and as a result the property remains on our consolidated balance sheet until the criteria is met. An estimated loss relating to the sale of $6.6 million was recorded in December 2015.

Discontinued Operations

~~For business combinations achieved~~The Company adopted ASU 2014-08 effective January 1, 2015 which raised the threshold for disposals to qualify as discontinued operations to dispositions which represent a strategic shift in ~~stages,~~an entity’s operations. The guidance was applied prospectively for new disposals. As a result, the ~~acquisition-date fair value~~results of our equity interest in a property immediately before the acquisition date is determined based on estimated cash flow projections that utilize available market information and discount and capitalization rates that we deem appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquisition-date fair value of the equity interest in 388-390operations for 388 Greenwich Street ~~immediately before~~which was classified as held for sale at March 31, 2016 is included in continuing operations for the ~~acquisition date as well as~~three months ended March 31, 2016. No properties were held for sale at March 31, 2015. Discontinued operations for the ~~purchase price fair value, as determined~~three months ended March 31, 2015 included the results of operations of 180 Maiden Lane, which was held for sale at December 31, 2014 and sold in ~~accordance with the methodology set out in the prior sentence, is~~January 2015, as follows (in thousands):

388-390 Greenwich Street
Contract purchase price $ 1,585,000
Net consideration funded by us at closing, excluding consideration financed by debt (208,614 )
Debt assumed (1,162,379 )
Fair value of retained equity interest 214,007
Equity and/or debt investment held (148,025 )
Other⁽¹⁾
5,464
Purchase price fair value adjustment $ 71,446


~~(1)~~	~~Includes the acceleration of a deferred leasing commission from the joint venture to the Company.~~



	March 31, 2015
Revenues
Rental revenue	$	236
Escalation and reimbursement revenues	(127		)
Other income	—
Total revenues	109
Operating expenses	(631		)
Real estate taxes	250
Ground rent	—
Transaction related costs	(49		)
Depreciable real estate reserves	—
Interest expense, net of interest income	109
Amortization of deferred financing costs	3
Depreciation and amortization	—
Total expenses	(318		)
Net income from discontinued operations	$	427

~~4. Property Dispositions~~

~~The following table summarizes~~5. Debt and Preferred Equity Investments

During the ~~properties sold~~three months ended March 31, 2016 and 2015, our debt and preferred equity investments, net of discounts and deferred origination fees, increased $128.8 million and $166.9 million, respectively, due to originations, purchases, advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization. We recorded repayments, participations and sales of $420.2 million and $27.0 million during the three months ended March 31, ~~2015:~~2016 and 2015, respectively, which offset the increases in debt and preferred equity investments.

Certain debt investments that were participated out but for which the transfer did not meet the conditions for sale accounting are included in other assets and other liabilities on the consolidated balance sheets.

Debt Investments

As of March 31, 2016 and December 31, 2015 we held the following debt investments with an aggregate weighted average current yield of 10.47% at March 31, 2016 (in thousands):

Property Disposition Date Property Type Approximate Usable Square Feet
Sales Price
(in millions)

Gain on Sale⁽¹⁾
(in millions)
180 Maiden Lane January 2015 Office 1,090,000
$ 470.0
$ 17.0



Loan Type	March 31, 2016 Future Funding Obligations		March 31, 2016 Senior Financing		March 31, 2016 Carrying Value ⁽¹⁾		December 31, 2015 Carrying Value ⁽¹⁾		Initial Maturity Date
Fixed Rate Investments:
Mezzanine Loan^(2a)	$	—	$	115,000	$	12,917	$	24,916	July 2016
Mezzanine Loan	—		165,000		72,174		72,102		November 2016


~~(1)~~	The gain on sale for 180 Maiden Lane is net of a $0.8 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 sale. Additionally, amounts do not include adjustments for expense recorded in subsequent periods.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

~~Discontinued Operations~~

Discontinued operations included the results of operations of real estate assets sold prior to March 31, 2015. This included 180 Maiden Lane, which was sold in January 2015, 2 Herald Square, 985-987 Third Avenue and 673 First Avenue, which were sold during 2014.

~~The following table summarizes net income from discontinued operations for the three months ended March 31, 2015 and~~ ~~2014, respectively (in thousands):~~

Three Months Ended March 31,
2015 2014
Revenues
Rental revenue $ 236
$ 21,180
Escalation and reimbursement revenues (127 ) 3,397
Other income —
3
Total revenues 109
24,580
Operating expenses (631 ) 4,461
Real estate taxes 250
3,985
Ground rent —
2,196
Interest expense, net of interest income 109
4,661
Transaction related costs (49 ) —
Depreciation and amortization —
3,297
Amortization of deferred financing costs 3
211
Total expenses (318 ) 18,811
Net income from discontinued operations $ 427
$ 5,769



Loan Type	March 31, 2016 Future Funding Obligations		March 31, 2016 Senior Financing		March 31, 2016 Carrying Value ⁽¹⁾		December 31, 2015 Carrying Value ⁽¹⁾		Initial Maturity Date
Jr. Mortgage Participation/Mezzanine Loan	—		1,109,000		185,266		104,661		March 2017
Mezzanine Loan^(2b)	—		502,100		41,137		41,115		June 2017
Mezzanine Loan	—		539,000		49,715		49,691		July 2018
Mortgage Loan⁽³⁾	—		—		26,275		26,262		February 2019
Mortgage Loan	—		—		480		513		August 2019
Mezzanine Loan	—		15,000		3,500		3,500		September 2021
Mezzanine Loan^(2c)	—		89,527		19,937		19,936		November 2023
Mezzanine Loan	—		95,000		30,000		30,000		January 2025
Jr. Mortgage Participation⁽⁴⁾	—		—		—		49,000
Other⁽⁴⁾⁽⁵⁾	—		—		—		23,510
Other⁽⁴⁾⁽⁵⁾	—		—		—		66,183
Total fixed rate	$	—	$	2,629,627	$	441,401	$	511,389
Floating Rate Investments:
Mortgage/Mezzanine Loan⁽⁶⁾	4,693		—		100,837		94,901		April 2016
Mezzanine Loan^(2d)	—		160,000		22,639		22,625		June 2016
Mezzanine Loan⁽⁷⁾	—		745,215		74,311		74,700		September 2016
Mezzanine Loan	—		360,000		99,662		99,530		November 2016
Mezzanine Loan	10,003		136,384		51,217		49,751		December 2016
Mezzanine Loan	281		39,201		13,745		13,731		December 2016
Mortgage/Mezzanine Loan^(2e)	47,001		—		133,395		134,264		January 2017
Mezzanine Loan	1,127		118,949		28,754		28,551		January 2017
Mezzanine Loan^(2f)(8)	—		40,000		15,132		68,977		June 2017
Mortgage/Mezzanine Loan	—		—		22,896		22,877		July 2017
Mortgage/Mezzanine Loan	—		—		16,915		16,901		September 2017
Senior Mortgage	4,394		—		19,416		19,282		October 2017
Mezzanine Loan	—		60,000		14,916		14,904		November 2017
Mezzanine Loan^(2g)	—		85,000		14,944		29,505		December 2017
Mezzanine Loan^(2h)	—		65,000		14,483		28,563		December 2017
Mortgage/Mezzanine Loan⁽²ⁱ⁾	795		—		14,968		14,942		December 2017
Jr. Participation	—		40,000		19,862		19,846		April 2018
Mezzanine Loan	—		175,000		34,752		34,725		April 2018
Jr. Participation/Mezzanine Loan^(2j)	—		55,000		10,506		20,510		July 2018
Mortgage/Mezzanine Loan⁽⁹⁾	523		20,523		10,806		31,210		August 2018
Mezzanine Loan	—		33,000		26,794		26,777		December 2018
Mezzanine Loan	5,267		156,383		53,953		52,774		December 2018
Mezzanine Loan	26,204		217,202		52,336		49,625		December 2018
Mezzanine Loan	—		16,383		5,340		—		January 2019
Mezzanine Loan	—		38,000		21,855		21,845		March 2019
Mezzanine Loan⁽¹⁰⁾	—		—		—		66,398
Mortgage/Mezzanine Loan⁽⁴⁾	—		—		—		18,395
Jr. Mortgage Participation/ Mezzanine Loan⁽¹¹⁾	—		—		—		40,346
Total floating rate	$	100,288	$	2,561,240	$	894,434	$	1,116,455
Total	$	100,288	$	5,190,867	$	1,335,835	$	1,627,844

Table of Contents

~~5. Debt~~SL Green Realty Corp. and ~~Preferred Equity Investments~~SL Green Operating Partnership, L.P.

~~During the three months ended~~ Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015 and~~ ~~2014~~, our debt and preferred equity investments (net of discounts and deferred origination fees) increased $166.9 million and $189.4 million, respectively, due to originations, purchases, advances under future funding obligations, accretion of reserves, discount amortization, and paid-in-kind interest, net of premium amortization. We recorded repayments, participations and sales of $27.0 million and $0.5 million during the three months ended March 31, 2015 and 2014, respectively, which offset the increases in debt and preferred equity investments.

~~Debt Investments~~

~~As of~~ ~~March 31, 2015~~ ~~and December 31, 2014, we held the following debt investments with an aggregate weighted average current yield of 10.27% at~~ ~~March 31, 2015~~ ~~(in thousands):~~

2016

Loan Type
March 31, 2015
Future Funding
Obligations

March 31, 2015
Senior
Financing

March 31, 2015
Carrying Value ⁽¹⁾

December 31, 2014
Carrying Value ⁽¹⁾

Initial
Maturity
Date
Fixed Rate Investments:
Jr. Mortgage Participation
/Mezzanine Loan $ —
$ 205,000
$ 71,291
$ 70,688
February 2016
Jr. Mortgage Participation/Mezzanine Loan⁽²⁾⁽³⁾
—
—
45,863
45,611

Various⁽²⁾
Jr. Mortgage Participation —
133,000
49,000
49,000
June 2016
Mezzanine Loan —
165,000
71,721
71,656
November 2016
Jr. Mortgage Participation/Mezzanine Loan —
1,109,000
100,758
98,934
March 2017
Mezzanine Loan⁽³⁾
—
—
65,868
65,770
March 2017

Loan Type
March 31, 2015
Future Funding
Obligations

March 31, 2015
Senior
Financing

March 31, 2015
Carrying Value ⁽¹⁾

December 31, 2014
Carrying Value ⁽¹⁾

Initial
Maturity
Date
Mezzanine Loan⁽⁴⁾
10,787
502,100
30,264
24,608
June 2017
Mezzanine Loan —
539,000
49,622
49,629
July 2018
Mortgage Loan⁽⁵⁾
—
—
26,222
26,209
February 2019
Mortgage Loan —
—
607
637
August 2019
Mezzanine Loan —
15,000
3,500
3,500
September 2021
Mezzanine Loan⁽⁶⁾
—
90,000
19,932
19,930
November 2023
Mezzanine Loan —
95,000
30,000
30,000
January 2025
Mezzanine Loan⁽⁷⁾
—
—
—
14,068

Jr. Mortgage Participation⁽⁸⁾
—
—
—
11,934

Total fixed rate $ 10,787
$ 2,853,100
$ 564,648
$ 582,174

Floating Rate Investments:
Mezzanine Loan⁽⁹⁾
611
50,000
44,647
37,322
April 2015
Mortgage/Mezzanine Loan —
—
109,802
109,527
June 2015
Mezzanine Loan —
110,000
49,745
49,614
September 2015
Mezzanine Loan —
775,000
73,699
73,402
March 2016
Mezzanine Loan⁽¹⁰⁾
—
160,000
22,586
22,573
June 2016
Mezzanine Loan —
115,000
24,911
24,910
July 2016
Mezzanine Loan⁽¹¹⁾
514
172,105
36,917
33,726
November 2016
Mezzanine Loan —
360,000
99,144
99,023
November 2016
Mezzanine Loan⁽¹²⁾
17,104
117,202
43,906
42,750
December 2016
Mezzanine Loan 2,120
33,915
11,855
11,835
December 2016
Mortgage/Mezzanine Loan⁽¹³⁾
78,975
—
111,613
—
January 2017
Mezzanine Loan 8,781
92,294
20,955
20,651
January 2017
Jr. Mortgage Participation/Mezzanine Loan 2,522
112,393
38,905
38,524
July 2017
Mortgage/Mezzanine Loan —
—
22,822
22,803
July 2017
Mortgage/Mezzanine Loan —
—
16,861
16,848
September 2017
Mezzanine Loan —
60,000
14,869
14,859
November 2017
Mortgage/Mezzanine Loan⁽¹⁴⁾
795
—
14,868
14,845
December 2017
Jr. Mortgage Participation/Mezzanine Loan —
55,000
20,528
20,533
July 2018
Mortgage/Mezzanine Loan —
—
18,159
18,083
February 2019
Mezzanine Loan —
38,000
21,816
21,807
March 2019
Total floating rate $ 111,422
$ 2,250,909
$ 818,608
$ 693,635

Total $ 122,209
$ 5,104,009
$ 1,383,256
$ 1,275,809


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


(2)	~~The $22.8 million junior mortgage participation and $23.1 million mezzanine loan mature in February 2016 and May 2016, respectively.~~


~~(3)~~	~~These loans are collateralized by defeasance securities.~~

~~(4)~~

Carrying value is net of ~~$41.3 million~~the following amount that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale ~~accounting.~~accounting: (a) $12.0 million, (b) $41.3 million, (c) $5.0 million, (d) $7.4 million, (e) $36.3 million, (f) $14.5 million, (g) $14.6 million, (h) $14.1 million, (i) $5.1 million and (j) $10.0 million.


~~(5)~~(3)	In September 2014, we acquired a $26.4 million mortgage loan at a $0.2 million discount and a $5.7 million junior mortgage participation at a $5.7 million discount. The junior mortgage participation was a nonperforming loan at acquisition and is currently on non-accrual status.


(4)	These loans were repaid in March 2016.


(5)	These loans were collateralized by defeasance securities.


(6)	~~Carrying value is net of $5.0 million that~~In, April 2016, the maturity date was ~~participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.~~extended to October 2016.


(7)	~~This loan~~In March 2016, the maturity date was ~~repaid in February 2015.~~extended to September 2016.


(8)	~~This loan~~In March 2016, the mortgage was ~~repaid in March 2015.~~sold.


(9)	~~This loan~~In January 2016, the loans were modified. In March 2016, the mortgage was ~~repaid in April 2015.~~sold.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

(10)

~~Carrying value~~In March 2016, we contributed the loan for a joint venture interest which is ~~net~~now accounted for under the equity method of ~~$7.4 million that was participated out, which~~accounting. It is included in ~~other assets and other liabilities~~unconsolidated joint ventures on the ~~consolidated~~combined balance ~~sheets as a result of the transfer not meeting the conditions for sale accounting.~~sheets.


(11)	~~This loan was~~These loans were repaid in ~~April 2015.~~


~~(12)~~	In February ~~2015, the maturity date was extended to December~~ 2016.


~~(13)~~	Carrying value is net of $25.0 million that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.


~~(14)~~	Carrying value is net of $5.1 million that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.

Preferred Equity Investments

As of March 31, ~~2015~~2016 and ~~2014~~,December 31, 2015, we held the following preferred equity investments with an aggregate weighted average current yield of ~~10.20%~~7.79% at March 31, ~~2015~~2016 (in thousands):


Type	March 31, 2015 Future Funding Obligations		March 31, 2015 Senior Financing		March 31, 2015 Carrying Value ⁽¹⁾		December 31, 2014 Carrying Value ⁽¹⁾		Initial Mandatory Redemption	March 31, 2016 Future Funding Obligations		March 31, 2016 Senior Financing		March 31, 2016 Carrying Value ⁽¹⁾		December 31, 2015 Carrying Value ⁽¹⁾		Initial Mandatory Redemption
Preferred equity⁽²⁾	$	—	$	550,000	$	124,907	$	123,041	July 2015	$	—	$	71,486	$	9,971	$	9,967	March 2018
Preferred equity⁽³⁾	—		70,000		9,957		9,954		March 2018	5,003		59,966		32,810		32,209		November 2018
Preferred equity	7,100		60,795		30,619		—		November 2018
	$	7,100	$	680,795	$	165,483	$	132,995		$	5,003	$	131,452	$	42,781	$	42,176


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


~~(2)~~	~~The difference between the pay and accrual rates is included as an addition to the principal balance outstanding.~~


~~(3)~~	~~In March 2015, the maturity date was extended to March 2018.~~

At March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments, with the exception of a junior mortgage participation acquired in September 2014, which has a carrying value of zero.

We have determined that we have one portfolio segment of financing receivables at March 31, ~~2015~~2016 and ~~December 31, 2014~~2015 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 ~~$122.3~~$116.1 million and ~~$133.5~~$122.3 million at March 31, ~~2015~~2016 and ~~December 31, 2014,~~2015, respectively. No financing receivables were 90 days past due at March 31, ~~2015.~~2016.

6. Investments in Unconsolidated Joint Ventures

We have investments in several real estate joint ventures with various partners. As of March 31, ~~2015 and December 31, 2014,~~2016, 650 Fifth Avenue, 33 Beekman, 800 Third Avenue, 21 East 66th Street, and ~~3 Columbus Circle~~certain properties within Stonehenge Portfolio were VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was ~~$97.9~~$181.3 million ~~and $146.2 million at~~as of March 31, ~~2015 and~~2016. As of December 31, ~~2014, respectively.~~2015, 650 Fifth Avenue and 33 Beekman were VIEs in which we were not the primary beneficiary. Our net equity investment in these VIEs was $39.7 million as of December 31, 2015. Our maximum loss is limited to the amount of our equity investment in these VIEs. All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting.

~~The table below provides general information on each of our joint ventures as of March 31, 2015:~~

Property Partner
Ownership
Interest
Economic
Interest
Approximate Square Feet Acquisition Date
Acquisition
Price⁽¹⁾
(in thousands)
100 Park Avenue Prudential Real Estate Investors 49.90% 49.90% 834,000
January 2000 $ 95,800
717 Fifth Avenue Jeff Sutton/Private Investor 10.92% 10.92% 119,500
September 2006 251,900
800 Third Avenue⁽²⁾
Private Investors 60.52% 60.52% 526,000
December 2006 285,000
1745 Broadway Ivanhoe Cambridge, Inc. 56.88% 56.88% 674,000
April 2007 520,000
Jericho Plaza Onyx Equities/Credit Suisse 20.26% 20.26% 640,000
April 2007 210,000
The Meadows Onyx Equities 50.00% 50.00% 582,100
September 2007 111,500
600 Lexington Avenue Canadian Pension Plan Investment Board 55.00% 55.00% 303,515
May 2010 193,000

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

The table below provides general information on each of our joint ventures as of March 31, 2016:


Property	Partner	Ownership Interest	Economic Interest	Approximate Square Feet	Acquisition Date	Acquisition Price⁽¹⁾ (in thousands)	Partner	Ownership Interest	Economic Interest	Approximate Square Feet	Acquisition Date	Acquisition Price⁽¹⁾ (in thousands)
100 Park Avenue							Prudential Real Estate Investors	49.90%		834,000	January 2000	$	95,800
717 Fifth Avenue							Jeff Sutton/Private Investor	10.92%		119,500	September 2006	251,900
800 Third Avenue							Private Investors	60.52%		526,000	December 2006	285,000
1745 Broadway							Ivanhoe Cambridge, Inc.	56.88%		674,000	April 2007	520,000
Jericho Plaza⁽²⁾							Onyx Equities/Private Investor	11.67%		640,000	April 2007	210,000
11 West 34th Street	Private Investor/ Jeff Sutton	30.00%		17,150	December 2010	10,800	Private Investor/ Jeff Sutton	30.00%		17,150	December 2010	10,800
7 Renaissance	Louis Cappelli	50.00%		65,641	December 2010	4,000
3 Columbus Circle⁽³⁾	The Moinian Group	48.90%		741,500	January 2011	500,000	The Moinian Group	48.90%		741,500	January 2011	500,000
280 Park Avenue	Vornado Realty Trust	50.00%		1,219,158	March 2011	400,000	Vornado Realty Trust	50.00%		1,219,158	March 2011	400,000
1552-1560 Broadway⁽⁴⁾	Jeff Sutton	50.00%		35,897	August 2011	136,550	Jeff Sutton	50.00%		35,897	August 2011	136,550
724 Fifth Avenue	Jeff Sutton	50.00%		65,040	January 2012	223,000	Jeff Sutton	50.00%		65,040	January 2012	223,000
10 East 53rd Street	Canadian Pension Plan Investment Board	55.00%		354,300	February 2012	252,500	Canadian Pension Plan Investment Board	55.00%		354,300	February 2012	252,500
33 Beekman⁽⁵⁾	Harel Insurance and Finance/TNG 33 LLC	45.90%		—	August 2012	31,000	Harel Insurance and Finance/TNG 33 LLC	45.90%		163,500	August 2012	31,000
521 Fifth Avenue	Plaza Global Real Estate Partners LP	50.50%		460,000	November 2012	315,000	Plaza Global Real Estate Partners LP	50.50%		460,000	November 2012	315,000
21 East 66th Street⁽⁶⁾	Private Investors	32.28%		16,736	December 2012	75,000	Private Investors	32.28%		16,736	December 2012	75,000
315 West 36th Street	Private Investors	35.50%		147,619	December 2012	45,000
650 Fifth Avenue⁽⁷⁾	Jeff Sutton	50.00%		32,324	November 2013	—	Jeff Sutton	50.00%		32,324	November 2013	—
121 Greene Street	Jeff Sutton	50.00%		7,131	September 2014	27,400	Jeff Sutton	50.00%		7,131	September 2014	27,400
175-225 Third Street	KCLW 3rd Street LLC/LIVWRK LLC	95.00%		—	October 2014	74,600
175-225 Third Street Brooklyn, New York							KCLW 3rd Street LLC/LIVWRK LLC	95.00%		—	October 2014	74,600
55 West 46th Street	Prudential Real Estate Investors	25.00%		347,000	November 2014	295,000	Prudential Real Estate Investors	25.00%		347,000	November 2014	295,000
Stonehenge Portfolio⁽⁸⁾	Various	Various		2,046,733	February 2015	36,668
Stonehenge Portfolio							Various	Various		2,046,733	Various	36,668
131-137 Spring Street							Invesco Real Estate	20.00%		68,342	August 2015	277,750
76 11th Avenue⁽⁸⁾							Oxford/Vornado	33.33%	36.58%	764,000	March 2016	138,240


(1)	Acquisition price represents the actual or implied gross purchase price for the joint ~~venture.~~venture, which is not adjusted for subsequent acquisitions of additional interests.


(2)	~~In March 2015, we acquired an additional 17.56% interest~~Our ownership percentage was reduced in ~~this~~the first quarter of 2016, from 77.78% to 11.67%, upon completion of the restructuring of the joint ~~venture for $67.5 million.~~venture.


(3)	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,~~ floors three through eight ~~referred to as Y&R units.~~at the property. Because the joint venture has an option to repurchase ~~the Y&R units,~~these floors, the gain associated with this sale was deferred.


(4)	The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately 13,045 square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.

(5)

The ~~property is currently being developed into a 30-story dormitory building, which will be~~redevelopment project was substantially complete during the second quarter of 2015 and was conveyed to Pace University ~~upon its completion under a long-term ground lease arrangement.~~during the third quarter of 2015. In October 2015, we entered into an agreement to sell the property for $196.0 million. The transaction is expected to be completed in the first half of 2016, subject to customary closing conditions.


(6)	We hold a 32.28% interest in three retail and two residential units at the property and a 16.14% interest in three residential units at the property.

(7)

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 our joint venture partner executed a contribution agreement to reflect its pro rata obligation. In the 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.

(8)

~~In February 2015, we acquired an interest~~The joint venture owns two mezzanine notes secured by interests in ~~a portfolio of Manhattan residential and retail properties for $40.2 million, of which $3.5 million represented an increase in~~the entity that owns 76 11th Avenue. The difference between our ownership interest ~~in six~~and our economic interest results from our right to 50% of the total exit fee while each of our existing consolidated joint venture properties. The $40.2 million of consideration included the issuance of $40.0 million aggregate liquidation preference of 3.75% Series M Preferred Units of limited partnership interestpartners is entitled to receive 25% of the ~~Operating Partnership.~~total exit fee.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

Acquisition, Development and Construction Arrangements

Based on the characteristics of the following arrangements, which are similar to those of an investment, combined with the expected residual profit of not greater than 50%, we have accounted for these debt and preferred equity investments under the equity method. As of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the carrying value for acquisition, development and construction arrangements were as follows (in thousands):


Loan Type	March 31, 2015		December 31, 2014		Initial Maturity Date	March 31, 2016		December 31, 2015		Initial Maturity Date
Mezzanine loan and preferred equity	$	99,702	$	99,629	March 2016	$	100,000	$	99,936	March 2017
Mezzanine loan⁽¹⁾	45,964		46,246		February 2022	45,774		45,942		February 2022
	$	145,666	$	145,875		$	145,774	$	145,878


(1)	We have an option to convert our loan to an equity interest subject to certain conditions. ~~In addition, we~~We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to ~~Generally Accepted Accounting Principles, or~~ GAAP. ~~As such, the embedded feature is not required to be bifurcated and the fair value accounting~~

Sale of Joint Venture Interest or Property

The following table summarizes the investments in unconsolidated joint ventures sold during the three months ended March 31, 2016:



Property	Ownership Percentage	Disposition Date	Type of Sale	Gross Asset Valuation (in thousands)⁽¹⁾		Gain on Sale (in thousands)⁽²⁾
1 Jericho Plaza ⁽³⁾	66.11%	February 2016	Office	$	95,200	$	3,300
7 Renaissance Square	50.00%	March 2016	Office	$	20,700	$	4,200
EOP Denver	4.79%	March 2016	Office	$	180,700	$	2,800


(1)	Represents implied gross valuation for the ~~embedded feature at each reporting date~~joint venture or sales price of the property.


(2)	Represents the Company's share of the gain. The gain on sale is ~~not applicable.~~net of $0.5 million employee compensation awards accrued in connection with the realization of these investment gains as a bonus to certain employees that were instrumental in realizing the gains on sale.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~


(3)	Our ownership percentage was reduced in the first quarter of 2016, from 77.78% to 11.67%, upon completion of the restructuring of the joint venture.

Mortgages and Other Loans Payable

We generally finance our joint ventures with non-recourse debt. However, in certain cases we have provided guarantees or master leases for tenant space. These guarantees and master leases terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The first mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases at March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively, are as follows (amounts in thousands):

Property Maturity Date
Interest
Rate⁽¹⁾
March 31, 2015 December 31, 2014
Fixed Rate Debt:
7 Renaissance December 2015 10.00 % $ 2,147
$ 2,147
11 West 34th Street January 2016 4.82 % 16,825
16,905
280 Park Avenue June 2016 6.57 % 698,249
700,171
1745 Broadway January 2017 5.68 % 340,000
340,000
Jericho Plaza May 2017 5.65 % 163,750
163,750
800 Third Avenue August 2017 6.00 % 20,910
20,910
315 West 36th Street December 2017 3.16 % 25,000
25,000
521 Fifth Avenue November 2019 3.73 % 170,000
170,000
717 Fifth Avenue⁽²⁾
July 2022 4.45 % 300,000
300,000
21 East 66th Street April 2023 3.60 % 12,000
12,000
717 Fifth Avenue⁽²⁾
July 2024 9.00 % 317,126
314,381
3 Columbus Circle⁽³⁾
March 2025 2.83 % 350,000
—
Stonehenge Portfolio⁽⁴⁾
Various 4.18 % 435,416
—
Total fixed rate debt $ 2,851,423
$ 2,065,264
Floating Rate Debt:
The Meadows September 2015 7.75 % 67,350
67,350
1552 Broadway⁽⁵⁾
April 2016 4.29 % 188,409
184,210
Other loan payable June 2016 1.08 % 30,000
30,000
650 Fifth Avenue⁽⁶⁾
October 2016 3.68 % 65,000
65,000
175-225 Third Street December 2016 4.25 % 40,000
40,000
10 East 53rd Street February 2017 2.68 % 125,000
125,000
724 Fifth Avenue April 2017 2.60 % 275,000
275,000
33 Beekman⁽⁷⁾
August 2017 2.93 % 59,370
52,283
600 Lexington Avenue October 2017 2.26 % 115,758
116,740
55 West 46th Street⁽⁸⁾
October 2017 2.48 % 150,000
150,000
Stonehenge Portfolio December 2017 3.25 % 10,500
—
121 Greene Street November 2019 1.68 % 15,000
15,000
100 Park Avenue February 2021 1.93 % 360,000
360,000
21 East 66th Street June 2033 2.88 % 1,864
1,883
3 Columbus Circle⁽³⁾
—
230,974
Total floating rate debt $ 1,503,251
$ 1,713,440
Total joint venture mortgages and other loans payable $ 4,354,674
$ 3,778,704



Property	Maturity Date	Interest Rate⁽¹⁾		March 31, 2016		December 31, 2015
Fixed Rate Debt:
280 Park Avenue	June 2016	6.57	%	$	691,048	$	692,963
1745 Broadway	January 2017	5.68	%	340,000		340,000
521 Fifth Avenue	November 2019	3.73	%	170,000		170,000
717 Fifth Avenue⁽²⁾	July 2022	4.45	%	300,000		300,000
21 East 66th Street	April 2023	3.60	%	12,000		12,000
717 Fifth Avenue⁽²⁾	July 2024	9.00	%	328,704		325,704
3 Columbus Circle	March 2025	3.61	%	350,000		350,000
800 Third Avenue	February 2026	3.17	%	177,000		20,910
Stonehenge Portfolio⁽³⁾	Various	4.20	%	421,351		430,627
7 Renaissance Square				—		2,927
Total fixed rate debt				$	2,790,103	$	2,645,131

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016



Property	Maturity Date	Interest Rate⁽¹⁾		March 31, 2016			December 31, 2015

Floating Rate Debt:
1552 Broadway⁽⁴⁾	April 2016	4.58	%	190,410			190,409
Other loan payable	June 2016	1.32	%	30,000			30,000
650 Fifth Avenue⁽⁵⁾	October 2016	3.92	%	65,000			65,000
175-225 Third Street	December 2016	4.50	%	40,000			40,000
10 East 53rd Street	February 2017	2.92	%	125,000			125,000
724 Fifth Avenue	April 2017	2.84	%	275,000			275,000
33 Beekman⁽⁶⁾	August 2017	3.17	%	73,457			73,518
55 West 46th Street⁽⁷⁾	October 2017	2.72	%	151,536			150,000
Stonehenge Portfolio	December 2017	3.50	%	10,500			10,500
Jericho Plaza⁽⁸⁾	March 2018	5.28	%	75,000			163,750
121 Greene Street	November 2019	1.92	%	15,000			15,000
11 West 34th Street	January 2021	1.88	%	23,000			23,000
100 Park Avenue	February 2021	2.18	%	360,000			360,000
131-137 Spring Street	August 2020	1.97	%	141,000			141,000
21 East 66th Street	June 2033	3.00	%	1,785			1,805
Total floating rate debt				$	1,576,688		$	1,663,982
Total joint venture mortgages and other loans payable				$	4,366,791		$	4,309,113
Deferred financing costs, net				(47,136		)	(42,565		)
Total joint venture mortgages and other loans payable, net				$	4,319,655		$	4,266,548


(1)	Effective weighted average interest rate for the three months ended March 31, ~~2015,~~2016, taking into account interest rate hedges in effect during the period.


(2)	These loans are comprised of a $300.0 million fixed rate mortgage loan and $290.0 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.


(3)	~~In March 2015, the joint venture refinanced the previous mortgage and incurred a net loss on early extinguishment of debt of $0.8 million.~~

~~(4)~~

Amount is comprised of ~~$13.5~~$13.3 million, ~~$56.3~~$55.3 million, ~~$35.0~~$34.9 million, ~~$7.4 million, $143.3~~$140.9 million, and ~~$179.9~~$177.0 million in fixed-rate mortgages that mature in July 2016, June 2017, November 2017, ~~February 2018,~~ August 2019, and June 2024, respectively. In April 2016, the maturity date on $13.3 million due to mature in July 2016, was extended to October 2016.


~~(5)~~(4)	These loans are comprised of a $150.0 million mortgage loan and a $41.5 million mezzanine loan. As of March 31, ~~2015, $1.7~~2016, $0.6 million of the mortgage loan and ~~$1.4~~$0.5 million of the mezzanine loan was unfunded.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~


~~(6)~~(5)	This loan has a committed amount of $97.0 million, of which $32.0 million was unfunded as of March 31, ~~2015.~~2016.

~~(7)~~(6)

This loan has a committed amount of $75.0 million, of which $18.4 million 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. This property is currently under contract, and the sale is expected to be completed in the first half of 2016.


~~(8)~~(7)	This loan has a committed amount of $190.0 million, of which ~~$40.0~~$38.5 million was unfunded as of March 31, ~~2015.~~2016.


(8)	We hold an11.67% non-controlling interest in the joint venture and the property secures a two year $100.0 million loan, of which $75.0 million is currently outstanding.

We act as the operating partner and day-to-day manager for all our joint ventures, except for 800 Third Avenue, Jericho Plaza, 280 Park Avenue, 3 Columbus Circle, ~~The Meadows, 315 West 36th Street,~~ 21 East 66th Street, 175-225 Third Street and the Stonehenge Portfolio. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned ~~$2.8~~$4.5 million and ~~$6.3~~$2.8 million from these services for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.

~~The combined balance sheets for the unconsolidated joint ventures, at March 31, 2015 and December 31, 2014, are as follows (in thousands):~~

March 31, 2015 December 31, 2014
Assets
Commercial real estate property, net $ 6,104,572
$ 5,275,632
Other assets 919,848
810,567
Total assets $ 7,024,420
$ 6,086,199
Liabilities and members' equity
Mortgages and other loans payable $ 4,354,674
$ 3,778,704
Other liabilities 506,768
485,572
Members' equity 2,162,978
1,821,923
Total liabilities and members' equity $ 7,024,420
$ 6,086,199
Company's investments in unconsolidated joint ventures $ 1,244,185
$ 1,172,020

~~The combined statements of income for the unconsolidated joint ventures, from acquisition date through the three months ended March 31, 2015 and 2014 are as follows (in thousands):~~

Three Months Ended March 31,
2015 2014
Total revenues $ 128,916
$ 161,138
Operating expenses 25,486
26,683
Ground rent 2,592
2,025
Real estate taxes 19,376
16,936
Interest expense, net of interest income 44,007
52,336
Amortization of deferred financing costs 3,010
4,633
Transaction related costs 8
271
Depreciation and amortization 32,984
45,604
Total expenses 127,463
148,488
Loss on early extinguishment of debt (833 ) (3,197 )
Net income (loss) before gain on sale $ 620
$ 9,453
Company's equity in net income from unconsolidated joint ventures $ 4,030
$ 6,128

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

The combined balance sheets for the unconsolidated joint ventures, at March 31, 2016 and December 31, 2015 are as follows (in thousands):



	March 31, 2016		December 31, 2015
Assets
Commercial real estate property, net	$	5,998,692	$	6,122,468
Debt and preferred equity investments, net	284,014		145,878
Other assets	673,317		715,840
Total assets	$	6,956,023	$	6,984,186
Liabilities and members' equity
Mortgages and other loans payable, net	$	4,319,655	$	4,266,548
Other liabilities	523,359		523,160
Members' equity	2,113,009		2,194,478
Total liabilities and members' equity	$	6,956,023	$	6,984,186
Company's investments in unconsolidated joint ventures	$	1,146,085	$	1,203,858

The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the three months ended March 31, 2016 and 2015, are as follows (in thousands):



	Three Months Ended March 31,
	2016			2015
Total revenues	$	162,512		$	128,916
Operating expenses	27,254			25,486
Ground rent	3,211			2,592
Real estate taxes	24,210			19,376
Interest expense, net of interest income	49,736			44,007
Amortization of deferred financing costs	3,236			3,010
Transaction related costs	—			8
Depreciation and amortization	37,851			32,984
Total expenses	145,498			127,463
Loss on early extinguishment of debt	(1,606		)	(833		)
Net income before gain on sale	$	15,408		$	620
Company's equity in net income from unconsolidated joint ventures	$	10,096		$	4,030

7. Deferred Costs

Deferred costs at March 31, ~~2015~~2016 and ~~2014~~December 31, 2015 consisted of the following (in thousands):


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
Deferred leasing	$	389,935		$	385,555		$	431,033		$	415,406
Deferred financing	195,474			193,776
	585,409			579,331
Less accumulated amortization	(258,854		)	(251,369		)
Less: accumulated amortization							(184,530		)	(175,486		)
Deferred costs, net	$	326,555		$	327,962		$	246,503		$	239,920

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

8. Mortgages and Other Loans Payable

The first mortgages and other loans payable collateralized by the respective properties and assignment of leases at March 31, ~~2015~~2016 and December 31, ~~2014~~,2015, respectively, were as follows (amounts in thousands):


Property	Maturity Date	Interest Rate⁽¹⁾		March 31, 2015		December 31, 2014		Maturity Date	Interest Rate⁽¹⁾		March 31, 2016			December 31, 2015
Fixed Rate Debt:
500 West Putnam Avenue	January 2016	5.52	%	$	22,823	$	22,968
Landmark Square	December 2016	4.00	%	80,848		81,269		December 2016	4.00	%	$	79,124		$	79,562
FHLB Facility ⁽²⁾								Various	Various		205,000			—
485 Lexington Avenue	February 2017	5.61	%	450,000		450,000		February 2017	5.61	%	450,000			450,000
120 West 45th Street	February 2017	6.12	%	170,000		170,000
762 Madison Avenue⁽²⁾	February 2017	3.81	%	8,001		8,045
885 Third Avenue	July 2017	6.26	%	267,650		267,650
762 Madison Avenue								February 2017	3.86	%	7,828			7,872
885 Third Avenue⁽³⁾								July 2017	6.26	%	267,650			267,650
1745 Broadway	June 2018	4.81	%	16,000		16,000		June 2018	4.81	%	16,000			16,000
388-390 Greenwich Street⁽³⁾	June 2018	3.25	%	1,004,000		1,004,000
388-390 Greenwich Street⁽⁴⁾								June 2018	3.25	%	1,004,000			1,004,000
One Madison Avenue	May 2020	5.91	%	560,025		565,742		May 2020	5.91	%	536,848			542,817
100 Church Street	July 2022	4.68	%	227,713		228,612		July 2022	4.68	%	224,188			225,099
919 Third Avenue⁽⁴⁾	June 2023	5.12	%	500,000		500,000
919 Third Avenue⁽⁵⁾								June 2023	5.12	%	500,000			500,000
400 East 57th Street	February 2024	4.13	%	68,588		68,896		February 2024	4.13	%	67,323			67,644
400 East 58th Street	February 2024	4.13	%	29,395		29,527		February 2024	4.13	%	28,852			28,990
420 Lexington Avenue	October 2024	3.99	%	300,000		300,000		October 2024	3.99	%	300,000			300,000
1515 Broadway	March 2025	3.93	%	900,000		900,000		March 2025	3.93	%	900,000			900,000
11 Madison Avenue								September 2025	3.84	%	1,400,000			1,400,000
Series J Preferred Units⁽⁵⁾⁽⁶⁾	April 2051	3.75	%	4,000		4,000		April 2051	3.75	%	4,000			4,000
711 Third Avenue⁽⁶⁾				—		120,000
500 West Putnam Avenue⁽⁷⁾											—			22,376
Total fixed rate debt				$	4,609,043	$	4,736,709				$	5,990,813		$	5,816,010
Floating Rate Debt:
Master repurchase agreement⁽⁷⁾	December 2015	3.43	%	—		100,000
388-390 Greenwich Street⁽³⁾	June 2018	1.93	%	446,000		446,000
248-252 Bedford Avenue	June 2019	1.68	%	29,000		29,000
Master Repurchase Agreement								June 2016	4.00	%	185,898			253,424
FHLB Facility⁽²⁾								Various	Various		45,750			45,750
600 Lexington Avenue								October 2017	2.56	%	111,822			112,795
187 Broadway & 5-7 Dey Street								October 2017	3.05	%	40,000			40,000
719 Seventh Avenue								February 2018	3.49	%	22,892			—
388-390 Greenwich Street⁽⁴⁾								June 2018	2.16	%	446,000			446,000
1080 Amsterdam								November 2018	4.18	%	3,525			3,525
220 East 42nd Street	October 2020	1.78	%	275,000		275,000		October 2020	2.02	%	275,000			275,000
180 Maiden Lane⁽⁸⁾				—		253,942
248-252 Bedford Avenue⁽⁸⁾											—			29,000
Total floating rate debt				$	750,000	$	1,103,942				$	1,130,887		$	1,205,494
Total fixed rate and floating rate debt											$	7,121,700		$	7,021,504
Mortgages reclassed to liabilities related to assets held for sale⁽⁴⁾⁽⁸⁾											(1,450,000		)	(29,000		)
Total mortgages and other loans payable				$	5,359,043	$	5,840,651				$	5,671,700		$	6,992,504
Deferred financing costs, net of amortization											(86,529		)	$	(110,584	)
Total mortgages and other loans payable, net											$	5,585,171		$	6,881,920


(1)	Effective weighted average interest rate for the ~~three months~~quarter ended March 31, ~~2015,~~2016, taking into account interest rate hedges in effect during the period.

(2)

~~In February 2015, we entered into a new swap agreement with a~~The FHLB Facility is comprised of two fixed rate advances of $105.0 million and $100.0 million that both mature in January 2017 and four variable rate advances of $1.0 million, $15.8 million, $5.0 million and $24.0 million that mature in April 2016, April 2016, June 2016 and December 2016, respectively. The weighted average interest ~~rate of 3.86% per annum, which replaced the previous swap agreement with a fixed interest rate of 3.75% per annum.~~rates on these advances range from 0.69% to 1.03%. The $1.0 million, and $15.8 million advances were repaid in April 2016.


(3)	In ~~connection with~~February 2016, we closed on the ~~acquisition~~sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and as a result the property remains on our ~~joint venture partner's interest, we assumed~~consolidated balance sheet until the ~~existing derivative instruments, which swapped $504.0~~criteria is met.


(4)	This property was held for sale at March 31, 2016 and the related mortgage, net of deferred financing costs, net of amortization of $24.5 million, ~~of the mortgage~~is included in liabilities related to ~~a fixed rate mortgage which bears interest at 3.80% per annum. In October 2014, we entered into multiple swap agreements to hedge our~~assets held for sale.

~~interest rate exposure on the additional $500.0 million portion~~

Table of ~~this mortgage, which was swapped~~Contents

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

Notes to ~~a fixed rate of 2.69% per annum. Including the as-of right extension option, this loan matures in June 2021.~~Consolidated Financial Statements (cont.)

March 31, 2016


~~(4)~~(5)	We own a 51.0% controlling interest in the consolidated joint venture that is the borrower on this loan.

~~(5)~~(6)

In connection with the acquisition of a commercial real estate property, the Operating Partnership issued $4.0 million, ~~or 4,000,~~ 3.75% Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of $1,000.00 per unit. The Series J Preferred Units are accounted for as debt because they can be redeemed in cash by the Operating Partnership on the earlier of (i) the date of the sale of the property or (ii) April 30, 2051 or at the option of the unitholders as ~~further prescribed~~provided for in the related agreement.


~~(6)~~(7)	In ~~March 2015, we repaid~~January 2016, the ~~mortgage.~~


~~(7)~~	~~The Master Repurchase Agreement, or MRA, has a maximum facility capacity of $300.0 million.~~mortgage was repaid.

(8)

~~In January 2015,~~The property at 248-252 Bedford Avenue in Brooklyn, New York was sold in February 2016. All obligations related to the property accruing on and after closing were assumed by the purchaser. At December 31, 2015 this property was ~~sold~~held for sale and the ~~debt~~related mortgage, net of deferred financing, net of amortization costs of $0.9 million, was ~~repaid.~~included in liabilities related to assets held for sale.

Federal Home Loan Bank of New York Facility

The Company’s wholly-owned subsidiary, Belmont Insurance Company, or Belmont, a New York licensed captive insurance company, is a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Belmont may borrow funds from the FHLBNY in the form of secured advances. As of March 31, 2016, we had $250.8 million in outstanding secured advances with a weighted average borrowing rate of 0.88%.

On January 12, 2016, the Federal Housing Finance Agency, or FHFA, adopted a final regulation on Federal Home Loan Bank, or FHLB, membership. The rule excludes captive insurance entities from FHLB membership on a going-forward basis and provides termination rules for current captive insurance members. Unless the final rule is modified, Belmont's membership will terminate on February 19, 2017, at which point we would be required to repay all funds borrowed from the FHLBNY.

Master Repurchase Agreement

The Master Repurchase Agreement, as amended in December 2013, or MRA, provides us with the ability to sell certain debt investments with a simultaneous agreement to repurchase the same at a certain date or on demand. This MRA has a maximum facility capacity of $300.0 million and bears interest ranging from 250 and 325 basis points over 30-day LIBOR depending on the pledged collateral. In September 2015, we entered into an amendment to the MRA to extend the maturity to June 29, 2016. Further, since December 6, 2015 we have been required to pay monthly in arrears a 25 basis point fee on the excess of $150.0 million over the average daily balance during the period if the average daily balance is less than $150.0 million. We seek to mitigate risks associated with our repurchase agreement by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facility permit valuation adjustments based on capital markets activity, and are not limited to collateral-specific credit marks. To monitor credit risk associated with our debt investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to recollateralize the facility with additional assets from our portfolio of debt investments, our ability to satisfy margin calls with cash or cash equivalents and access to additional liquidity through the 2012 credit facility, as defined below.

At March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable, not including assets held for sale, was approximately ~~$7.9~~$8.9 billion and ~~$8.2~~$10.8 billion, respectively.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

9. Corporate Indebtedness

2012 Credit Facility

In July 2015, we entered into the third amendment to the credit facility that was originally entered into by the Company in November 2012, referred to as the 2012 credit facility, which increased our unsecured corporate facility by $500.0 million. The revolving credit facility was increased by $400.0 million to $1.6 billion and the term loan portion of the facility was increased by $100.0 million to $933.0 million.

In January 2015, we amended the 2012 credit facility by entering into a second amended and restated credit agreement, which decreased the interest-rate margin and facility fee applicable to the revolving credit facility by 20 basis points and five basis points, respectively, and extended the maturity date of the revolving credit facility to March 29, 2019 with an as-of-right extension through March 29, 2020.

In November 2014, we increased the term loan portion of the facility by $50.0 million to $833.0 million.

In March 2014, we entered into an amendment to ~~the $1.6 billion credit facility entered into by the Company in November 2012, or~~ the 2012 credit facility, which among other things, increased the term loan portion of the facility by $383.0 million to $783.0 million, decreased the interest-rate margin applicable to the term loan portion of the facility by 25 basis points and extended the maturity of the term loan portion of the facility from March 30, 2018 to June 30, 2019. ~~In November 2014, we increased~~

As of March 31, 2016, the ~~term loan portion~~2012 credit facility, as amended, consisted of ~~the facility by $50.0 million to $833.0 million. In January 2015, we entered into~~ a ~~second amended and restated credit agreement, which decreased the interest-rate margin and facility fee applicable to the~~$1.6 billion revolving credit facility ~~by 20 basis points~~ and ~~five basis points, respectively, and extended the maturity date of the revolving credit facility to March 29, 2019 with an as-of-right extension through March 29, 2020.~~a $933.0 million term loan. We also have an option, subject to customary conditions, to increase the capacity under the revolving credit facility to ~~$1.5~~$3.0 billion at any time prior to the maturity date for the revolving credit facility without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.As of March 31, 2015, the 2012 credit facility, as amended, consisted of a $1.2 billion revolving credit facility, or the revolving credit facility, and an $833.0 million term loan, or the term loan facility.

As of March 31, ~~2015,~~2016, the 2012 credit facility bore interest at a spread over LIBOR ranging from (i) 87.5 basis points to 155 basis points for loans under the revolving credit facility and (ii) 95 basis points to 190 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. At March 31, ~~2015,~~2016, the applicable spread was 125 basis points for the revolving credit facility and 140 basis points for the term loan facility. At March 31, ~~2015,~~2016, the effective interest rate was ~~1.43%~~1.68% for the revolving credit facility and ~~1.65%~~1.89% for the term loan facility. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. As of March 31, ~~2015,~~2016, the facility fee was 25 basis points. As of March 31, ~~2015,~~2016, we had ~~$107.6~~$74.3 million of outstanding letters of credit, ~~$520.0~~$775.0 million drawn under the revolving credit facility and ~~$833.0~~$933.0 million outstanding under the term loan facility, with total undrawn capacity of ~~$572.4~~$750.7 million under the 2012 credit facility. At March 31, 2016 and December 31, 2015 the revolving credit facility had a carrying value of $766.7 million and $985.1 million, respectively, inclusive of net deferred financing costs. At March 31, 2016 and December 31, 2015, the term loan facility had a carrying value of $929.8 million and $929.5 million, respectively, inclusive of net deferred financing costs.

The Company, the Operating Partnership and ROP are all borrowers jointly and severally obligated under the 2012 credit facility. None of our other subsidiaries are obligors under the 2012 credit facility.

The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

3639

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively, by scheduled maturity date (dollars in thousands):

Issuance
March 31,
2015
Unpaid
Principal
Balance

March 31,
2015
Accreted
Balance

December 31,
2014
Accreted
Balance

Coupon
Rate⁽¹⁾

Effective
Rate

Term
(in Years)
Maturity Date
March 31, 2006⁽²⁾
$ 255,308
$ 255,261
$ 255,250
6.00 % 6.00 % 10 March 31, 2016
October 12, 2010⁽³⁾
345,000
312,005
309,069
3.00 % 3.00 % 7 October 15, 2017
August 5, 2011⁽⁴⁾
250,000
249,760
249,744
5.00 % 5.00 % 7 August 15, 2018
March 16, 2010⁽⁴⁾
250,000
250,000
250,000
7.75 % 7.75 % 10 March 15, 2020
November 15, 2012⁽⁴⁾
200,000
200,000
200,000
4.50 % 4.50 % 10 December 1, 2022
June 27, 2005⁽²⁾⁽⁵⁾
7
7
7
4.00 % 4.00 % 20 June 15, 2025
March 26, 2007⁽⁶⁾
10,008
10,008
10,008
3.00 % 3.00 % 20 March 30, 2027
$ 1,310,323
$ 1,277,041
$ 1,274,078



Issuance	March 31, 2016 Unpaid Principal Balance		March 31, 2016 Accreted Balance			December 31, 2015 Accreted Balance			Coupon Rate⁽¹⁾		Effective Rate		Term (in Years)	Maturity Date
October 12, 2010⁽²⁾	$	345,000	$	324,281		$	321,130		3.00	%	6.65	%	7	October 15, 2017
August 5, 2011⁽³⁾	250,000		249,827			249,810			5.00	%	5.03	%	7	August 15, 2018
March 16, 2010⁽³⁾	250,000		250,000			250,000			7.75	%	7.75	%	10	March 15, 2020
November 15, 2012⁽³⁾	200,000		200,000			200,000			4.50	%	4.50	%	10	December 1, 2022
December 17, 2015⁽³⁾	100,000		100,000			100,000			4.27	%	4.27	%	10	December 17, 2025
March 26, 2007⁽⁴⁾	10,008		10,008			10,008			3.00	%	3.00	%	20	March 30, 2027
March 31, 2006 ⁽⁵⁾	—		—			255,296
	$	1,155,008	$	1,134,116		$	1,386,244
Deferred financing costs, net			$	(7,257	)	$	(7,280	)
	$	1,155,008	$	1,126,859		$	1,378,964


(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)~~

Issued by the Operating Partnership. Interest on these exchangeable 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 ~~12.1632~~12.4230 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership 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. As a result of meeting specified events (as defined in the Indenture Agreement), these notes became exchangeable commencing January 1, ~~2015~~2016 and ~~will remain~~remained exchangeable through ~~June 30, 2015.~~March 31, 2016. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of March 31, ~~2015, $32.9~~2016, $20.7 million remained to be amortized into the debt balance.


~~(4)~~(3)	Issued by the Company, the Operating Partnership and ROP, as co-obligors.

~~(5)~~

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. In April 2015, we redeemed the remaining outstanding debentures.

~~(6)~~(4)

Issued by the Operating Partnership. Interest on these remaining exchangeable 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 the Company's common stock on March 20, 2007, or $173.30. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is ~~5.7952~~5.7974 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership 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 the Operating Partnership’s option. The Operating Partnership may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events.


(5)	Issued by ROP, balance was repaid in March 2016.

Restrictive Covenants

The terms of the 2012 credit facility, as amended, and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the ~~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, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of March 31, ~~2015~~2016 and ~~December 31, 2014,~~2015, we were in compliance with all such covenants.

Junior Subordinated Deferrable Interest Debentures

3740

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

~~Thereafter, the interest rate will float at 125 basis points over the three-month LIBOR. Interest payments may be deferred for a~~ period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.

Principal Maturities

Combined aggregate principal maturities of mortgages and other loans payable, 2012 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of March 31, ~~2015~~2016, including as-of-right extension options and put options, were as follows (in thousands):

Scheduled
Amortization

Principal
Repayments

Revolving
Credit
Facility
Unsecured Term Loan
Trust
Preferred
Securities

Senior
Unsecured
Notes
Total
Joint
Venture
Debt
Remaining 2015 $ 22,882
$ —
$ —
$ —
$ —
$ 7
(1) $ 22,889
$ 39,407
2016 47,360
100,311
—
—
—
255,308
402,979
534,026
2017 61,063
895,329
—
—
—
355,008
1,311,400
582,755
2018 64,462
16,000
—
—
—
250,000
330,462
2,196
2019 70,409
28,317
—
833,000
—
—
931,726
104,688
Thereafter 200,403
3,852,505
520,000
—
100,000
450,000
5,122,908
446,744
$ 466,579
$ 4,892,462
$ 520,000
$ 833,000
$ 100,000
$ 1,310,323
$ 8,122,364
$ 1,709,816


~~(1)~~	~~In April 2015, we redeemed the remaining outstanding 4.00% Exchangeable Senior Debentures due 2025.~~



	Scheduled Amortization		Principal		Revolving Credit Facility		Unsecured Term Loan		Trust Preferred Securities		Senior Unsecured Notes		Total		Joint Venture Debt
Remaining 2016	$	42,226	$	309,584	$	—	$	—	$	—	$	—	$	351,810	$	526,982
2017	63,643		1,076,548		—		—		—		355,008		1,495,199		591,284
2018	64,119		42,417		—		—		—		250,000		356,536		447
2019	70,255		—		—		933,000		—		—		1,003,255		104,687
2020	52,799		679,531		775,000		—		—		250,000		1,757,330		30,298
Thereafter	147,604		4,572,974		—		—		100,000		300,000		5,120,578		451,544
	$	440,646	$	6,681,054	$	775,000	$	933,000	$	100,000	$	1,155,008	$	10,084,708	$	1,705,242

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


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Interest expense	$	76,459		$	76,708		$	102,155		$	85,017
Interest capitalized							(6,618		)	(8,558		)
Interest income	(652		)	(530		)	(865		)	(652		)
Interest expense, net	$	75,807		$	76,178		$	94,672		$	75,807
Interest capitalized	$	8,558		$	4,271

10. Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

Through Alliance Building Services, or Alliance, First Quality Maintenance, L.P., or First Quality, provides cleaning, extermination and related services, Classic Security LLC provides security services, Bright Star Couriers LLC provides messenger services, and Onyx Restoration Works provides restoration services with respect to certain properties owned by us. Alliance is partially owned by Gary Green, a son of Stephen L. Green, the chairman of SL Green's board of directors. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements. Income earned from profit participation, which is included in other income on the consolidated statements of ~~income,~~operations, was ~~$1.0~~$0.9 million and ~~$0.9~~$1.0 million, for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. We also recorded expenses, inclusive of ~~$4.0~~capitalized expenses, of $3.8 million and ~~$3.8~~$4.0 million, for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, for these services (excluding services provided directly to tenants).

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

Management Fees

S.L. Green Management Corp., a consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from ~~such~~this entity of ~~$127,200 and $104,800~~$0.1 million for both the three months ended March 31, ~~2015~~2016 and ~~2014, respectively.~~2015.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

Other

Amounts due from related parties at March 31, ~~2015~~2016 and December 31, ~~2014~~2015 consisted of the following (in thousands):


	March 31, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Due from joint ventures	$	1,214	$	1,254	$	2,005	$	1,334
Other	10,874		10,481		13,143		9,316
Related party receivables	$	12,088	$	11,735	$	15,148	$	10,650

11. Noncontrolling Interests on the Company's Consolidated Financial Statements

Noncontrolling interests represent the common and preferred units of limited partnership interest in the Operating Partnership not held by the Company as well as third party equity interests in our other consolidated subsidiaries. Noncontrolling interests in the Operating Partnership are shown in the mezzanine equity while the noncontrolling interests in our other consolidated subsidiaries are shown in the equity section of the Company’s consolidated financial statements.

Common Units of Limited Partnership Interest in the Operating Partnership

As of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the noncontrolling interest unit holders owned ~~3.78%~~3.84%, or ~~3,912,944~~4,000,632 units, and ~~3.92%~~3.61%, or ~~3,973,016~~3,745,766 units, of the Operating Partnership, respectively. At March 31, ~~2015, 3,912,944~~2016, 4,000,632 shares of SL Green's common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating Partnership.

Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based on the closing stock price of SL Green's common stock at the end of the reporting period.

Below is the rollforward analysis of the activity relating to the noncontrolling interests in the Operating Partnership as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 (in thousands):


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
Balance at beginning of period	$	469,524		$	265,476		$	424,206		$	469,524
Distributions	(2,349		)	(7,849		)	(2,881		)	(9,710		)
Issuance of common units	22,114			56,469			18,140			30,506
Redemption of common units	(37,407		)	(31,653		)	(7,152		)	(55,697		)
Net income	1,743			18,467			922			10,565
Accumulated other comprehensive income allocation	(200		)	175			(322		)	(67		)
Fair value adjustment	45,456			168,439			(25,867		)	(20,915		)
Balance at end of period	$	498,881		$	469,524		$	407,046		$	424,206

Preferred Units of Limited Partnership Interest in the Operating Partnership

The Operating Partnership has 1,902,000 ~~4.5%~~4.50% Series G Preferred Units of limited partnership interest, or the Series G Preferred Units outstanding, with a liquidation preference of $25.00 per unit, which were issued in January 2012 in conjunction with an acquisition. The Series G Preferred unitholders receive annual dividends of $1.125 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series G Preferred Units are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $88.50. The common units of limited partnership interest in the Operating Partnership may be redeemed in exchange for SL Green's common stock on a 1-to-1 basis. The Series G Preferred Units also provide the holder with the right to require the Operating Partnership to repurchase the Series G Preferred Units for cash before January 31, 2022.

The Operating Partnership has 60 Series F Preferred Units outstanding with a mandatory liquidation preference of $1,000.00 per unit.

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

The Operating Partnership has authorized up to 700,000 ~~3.5%~~3.50% Series K Preferred Units of limited partnership interest, or the Series K Preferred Units, with a liquidation preference of $25.00 per unit. In August 2014, the Company issued 563,954 Series K Preferred Units in conjunction with an acquisition. The Series K Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series K Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $134.67.

The Operating Partnership has authorized up to 500,000 4.00% Series L Preferred Units of limited partnership interest, or the Series L Preferred Units, with a liquidation preference of $25.00 per unit. In August 2014, the Company issued 378,634 Series L Preferred Units in conjunction with an acquisition. The Series L Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series L Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 1,600,000 3.75% Series M Preferred Units of limited partnership interest, or the Series M Preferred Units, with a liquidation preference of $25.00 per unit. In February 2015, the Company issued 1,600,000 Series M Preferred Units in conjunction with the acquisition of ownership interests in and relating to certain residential and retail real estate properties. The Series M Preferred unitholders receive annual dividends of $0.9375 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series M Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 552,303 3.00% Series N Preferred Units of limited partnership interest, or the Series N Preferred Units, with a liquidation preference of $25.00 per unit. In June 2015, the Company issued 552,303 Series N Preferred Units in conjunction with an acquisition. The Series N Preferred unitholders receive annual dividends of $0.75 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series N Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized an aggregate of one 6.25% Series O Preferred Unit of limited partnership interest, or the Series O Preferred Unit. In June 2015, the Company issued the Series O Preferred Unit in connection with an acquisition.

The Operating Partnership has authorized up to 200,000 4.00% Series P Preferred Units of limited partnership interest, or the Series P Preferred Units, with a liquidation preference of $25.00 per unit. In July 2015, the Company issued 200,000 Series P Preferred Units in conjunction with an acquisition. The Series P Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series P Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 268,000 3.50% Series Q Preferred Units of limited partnership interest, or the Series Q Preferred Units, with a liquidation preference of $25.00 per unit. In July 2015, the Company issued 268,000 Series Q Preferred Units in conjunction with an acquisition. The Series Q Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series Q Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $148.95.

The Operating Partnership has authorized up to 400,000 3.50% Series R Preferred Units of limited partnership interest, or the Series R Preferred Units, with a liquidation preference of $25.00 per unit. In August 2015, the Company issued 400,000 Series R Preferred Units in conjunction with an acquisition. The Series R Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series R Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $154.89.

The Operating Partnership has authorized up to 1,077,280 4.00% Series S Preferred Units of limited partnership interest, or the Series S Preferred Units, with a liquidation preference of $25.00 per unit. In August 2015, the Company issued 1,077,280 Series S Preferred Units in conjunction with an acquisition. The Series S Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series S Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

The Operating Partnership has authorized up to 230,000 2.75% Series T Preferred Units of limited partnership interest, or the Series T Preferred Units, with a liquidation preference of $25.00 per unit. In March 2016, the Company issued 230,000 Series

Table of Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

T Preferred Units in conjunction with an acquisition. The Series T Preferred unitholders receive annual dividends of $0.6875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series T Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $119.02.

The Operating Partnership has authorized up to 680,000 4.50% Series U Preferred Units of limited partnership interest, or the Series U Preferred Units, with a liquidation preference of $25.00 per unit. In March 2016, the Company issued 680,000 Series U Preferred Units in conjunction with an acquisition. The Series U Preferred unitholders initially receive annual dividends of $1.125 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The annual dividend is subject to reduction upon the occurence of certain circumstances set forth in the terms of the Series U Preferred Units. The minimum annual dividend is $0.75 per unit. The Series U Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.

Through a consolidated subsidiary, we have authorized up to 109,161 3.5% Series A Preferred Units of limited partnership interest, or the Greene Series A Preferred Units, with a liquidation preference of $1,000.00 per unit. In August 2015, the Company issued 109,161 Greene Series A Preferred Units in conjunction with an acquisition. The Greene Series A Preferred unitholders receive annual dividends of $35.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Greene Series A Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership interest, or the Greene Series B Preferred Units. The Greene Series B Preferred Units can be converted at any time, at the option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Greene Series B Preferred Unit. As of March 31, 2016, no Greene Series B Preferred Units have been issued.

Below is the rollforward analysis of the activity relating to the preferred units in the Operating Partnership as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 (in thousands):


	March 31, 2015			December 31, 2014			March 31, 2016			December 31, 2015
Balance at beginning of period	$	71,115		$	49,550		$	282,516		$	71,115
Issuance of preferred units	40,000			23,565			22,793			211,601
Redemption of preferred units	(200		)	(2,000		)	(440		)	(200		)
Balance at end of period	$	110,915		$	71,115		$	304,869		$	282,516

12. Stockholders’ Equity of the Company

Common Stock

Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at ~~$0.01~~$0.01 par value per share, and 25,000,000 shares of preferred stock, par value ~~$0.01~~$0.01 per share. As of March 31, ~~2015, 99,532,817~~2016, 100,081,448 shares of common stock and no shares of excess stock were issued and outstanding.

At-The-Market Equity Offering Program

In July 2011, the Company, along with the Operating Partnership, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate up to $250.0 million of SL Green's common stock. During the year ended December 31, 2014, we sold 25,659 shares of our common stock out of the remaining balance of the ATM Program for aggregate net proceeds of $2.8 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 25,659 units of limited partnership interest of the Operating Partnership.

In June 2014, the Company, along with the Operating Partnership, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate ofup to $300.0 million of SL Green's common stock. During the year ended December 31, 2014, we sold 1,626,999 shares of our common stock for aggregate net proceeds of $182.9 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 1,626,999 units of limited partnership interest of the Operating Partnership. During the three months ended March 31, 2015, we sold 895,956 shares of our common stock for aggregate net proceeds of $113.4 million comprising the remaining balance of this ATM Program. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 895,956 units of limited partnership interest of the Operating Partnership.

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

In March 2015, the Company, along with the Operating Partnership, entered into a new ATM Program to sell an aggregate of $300.0 million of SL Green's common stock. During the ~~three months~~year ended ~~March~~December 31, 2015, we sold ~~56,680~~91,180 shares of our common stock for aggregate net proceeds of ~~$7.5~~$12.0 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for ~~56,680~~91,180 units of limited partnership interest of the Operating Partnership. ~~As of March 31, 2015, $292.5 million remained available for issuance of common stock under the new ATM program.~~

Perpetual Preferred Stock

We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at par for cash at our option on or after August 10, 2017. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

Dividend Reinvestment and Stock Purchase Plan

In February 2015, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of SL Green's common stock under the DRSPP. The DRSPP commenced on September 24, 2001.

During the three months ended March 31, 2015, the Company issued 775,161 shares of SL Green's common stock and received net proceeds of $99.5 million of proceeds from dividend reinvestments and/or stock purchases under the DRSPP. DRSPP shares may be issued at a discount to the market price.

Earnings per Share

SL Green's earnings per share for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 are computed as follows (in thousands):


	Three Months Ended March 31,				Three Months Ended March 31,
Numerator	2015		2014		2016		2015
Basic Earnings:
Income attributable to SL Green common stockholders	$	43,277	$	146,090	$	23,221	$	43,277
Effect of Dilutive Securities:
Redemption of units to common shares	1,743		4,729		922		1,743
Diluted Earnings:
Income attributable to SL Green common stockholders	$	45,020	$	150,819	$	24,143	$	45,020


	Three Months Ended March 31,		Three Months Ended March 31,
Denominator	2015	2014	2016	2015
Basic Shares:
Weighted average common stock outstanding	98,402	95,117	100,051	98,402
Effect of Dilutive Securities:
Redemption of units to common shares	3,964	3,079
Operating Partnership units redeemable for common shares			3,974	3,964
Stock-based compensation plans	653	520	234	653
Diluted weighted average common stock outstanding	103,019	98,716	104,259	103,019

SL Green has excluded ~~203,975~~1,349,019 and ~~860,720~~203,975 common stock equivalents from the diluted shares outstanding for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, as they were anti-dilutive.

13. Partners' Capital of the Operating Partnership

The Company is the sole general partner of the Operating Partnership and at March 31, ~~2015~~2016 owned ~~99,532,817~~100,081,448 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.

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

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

Limited Partner Units

As of March 31, ~~2015,~~2016, limited partners other than SL Green owned ~~3.78%~~3.84%, or ~~3,912,944~~4,000,632 common units, of the Operating Partnership.

Preferred Units

Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”

Earnings per Unit

The Operating Partnership's earnings per unit for the three months ended March 31, 2016 and 2015, ~~and~~ ~~2014~~respectively are computed as follows (in thousands):


	Three Months Ended March 31,				Three months ended March 31,
Numerator	2015		2014		2016		2015
Basic and Diluted Earnings:
Income attributable to SLGOP common unitholders	$	45,020	$	150,819	$	24,143	$	45,020


	Three Months Ended March 31,		Three months ended March 31,
Denominator	2015	2014	2016	2015
Basic units:
Weighted average common units outstanding	102,366	98,196	104,025	102,366
Effect of Dilutive Securities:
Stock-based compensation plans	653	520	234	653
Diluted weighted average common units outstanding	103,019	98,716	104,259	103,019

The Operating Partnership has excluded ~~203,975~~1,349,019 and ~~860,720~~203,975 common unit equivalents from the diluted units outstanding for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, as they were anti-dilutive.

14. Share-based Compensation

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

Third Amended and Restated 2005 Stock Option and Incentive Plan

The Third Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of directors in April 2013 and its stockholders in June 2013 at the Company's annual meeting of stockholders. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock, phantom shares, dividend equivalent rights and other equity-based awards. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 17,130,000 fungible units may be granted under the 2005 Plan. Currently, different types of awards count against the limit on the number of fungible units differently, with (1) full-value awards (i.e., those that deliver the full value of the award upon vesting, such as restricted stock) counting as 2.76 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 years from the date of grant counting as 0.77 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

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

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 17,130,000 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 the Company's board of directors, new awards may be granted under the 2005 Plan until June 13, 2023, which is the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. As of March 31, ~~2015, 1.5~~2016, 0.5 million fungible units were available for

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units, including, among others, outstanding LTIP Units issued under our 2011 Long-Term Outperformance Plan.

Options are granted under the plan at the fair market value on the date of grant and, subject to employment, generally expire five or ten years from the date of grant, are not transferable other than on death, and generally vest in one to five years commencing one year from the date of grant.

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model based on historical information with the following weighted average assumptions for grants during the ~~year ended December 31, 2014. The Company did not grant any stock options during the~~ three months ended March 31, 2016 and the year ended December 31, 2015.



	~~March 31, 2015~~	~~December 31, 2014~~
~~Dividend yield~~	~~N/A~~	~~1.60~~	%
~~Expected life of option~~	~~N/A~~	~~3.6 years~~
~~Risk-free interest rate~~	~~N/A~~	~~1.29~~	%
~~Expected stock price volatility~~	~~N/A~~	~~33.97~~	%



	March 31, 2016		December 31, 2015
Dividend yield	2.30	%	1.97	%
Expected life of option	3.5 years		3.6 years
Risk-free interest rate	1.27	%	1.43	%
Expected stock price volatility	31.00	%	32.34	%

A summary of the status of the Company's stock options as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015, and changes during the three months ended March 31, ~~2015~~2016 and ~~the~~ year ended December 31, ~~2014~~2015 are as follows:

March 31, 2015 December 31, 2014
Options Outstanding
Weighted Average
Exercise Price
Options Outstanding
Weighted Average
Exercise Price
Balance at beginning of year 1,462,726
$ 87.98
1,765,034
$ 83.24
Granted —
—
102,050
119.12
Exercised (136,936 ) 75.27
(348,156 ) 72.76
Lapsed or cancelled (8,767 ) 103.57
(56,202 ) 90.03
Balance at end of year 1,317,023
$ 89.19
1,462,726
$ 87.98
Options exercisable at end of year 624,057
$ 87.82
428,951
$ 90.32
Weighted average fair value of options granted during the year $ —
$ 2,841,678



	March 31, 2016					December 31, 2015
	Options Outstanding			Weighted Average Exercise Price		Options Outstanding			Weighted Average Exercise Price
Balance at beginning of period	$	1,595,007		$	95.52	$	1,462,726		$	87.98
Granted	4,500			94.75		389,836			112.54
Exercised	(17,250		)	72.41		(217,438		)	74.69
Lapsed or cancelled	(15,800		)	113.59		(40,117		)	98.61
Balance at end of period	$	1,566,457		$	95.59	$	1,595,007		$	95.52
Options exercisable at end of period	921,240			$	88.23	589,055			$	89.85
Weighted average fair value of options granted during the period	$	84,531				$	9,522,613

All options were granted with strike prices ranging from $20.67 to $137.18. The remaining weighted average contractual life of the options outstanding was ~~3.97~~3.5 years and the remaining average contractual life of the options exercisable was ~~3.77.~~3.1 years.

During the three months ended March 31, 2016 and 2015, ~~and 2014,~~respectively, we recognized $2.0 million and ~~$2.1~~$2.0 million of compensation expense, respectively, for these options. As of March 31, ~~2015,~~2016, there was ~~$12.0~~$12.6 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of ~~three~~3.0 years.

Stock-based Compensation

Effective January 1, 1999, the Company implemented a deferred compensation plan, or the Deferred Plan, where shares issued under the Deferred Plan were granted to certain employees, including our executives and vesting will occur annually upon the completion of a service period or our meeting established financial performance criteria. Annual vesting occurs at rates ranging from 15% to 35% once performance criteria are reached.

4347

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

A summary of the Company's restricted stock as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 and charges during the three months ended March 31, ~~2015~~2016 and the year ended December 31, ~~2014~~2015, are as follows:


	March 31, 2015		December 31, 2014			March 31, 2016			December 31, 2015
Balance at beginning of period	3,000,979		2,994,197			3,137,881			3,000,979
Granted	2,603		9,550			1,000			143,053
Cancelled	—		(2,768		)	(4,600		)	(6,151		)
Balance at end of period	3,003,582		3,000,979			3,134,281			3,137,881
Vested during the period	84,581		75,043			81,172			87,081
Compensation expense recorded	$	1,936,853	$	9,658,019		$	2,016,554		$	7,540,747
Weighted average fair value of restricted stock granted during the period	$	333,153	$	1,141,675		$	93,840		$	16,061,201

The fair value of restricted stock that vested during the three months ended March 31, ~~2015~~2016 and the year ended December 31, ~~2014~~2015 was ~~$7.2~~$7.3 million and ~~$5.5~~$7.4 million, respectively. As of March 31, ~~2015,~~2016 there was ~~$10.5~~$18.6 million of total unrecognized compensation cost related to ~~unvested~~ restricted stock, which is expected to be recognized over a weighted average period of ~~1.9~~2.5 years.

For the three months ended March 31, 2016 and 2015, ~~and 2014, $1.6~~$1.5 million, and $1.6 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.

We have granted LTIP Units, which include bonus, time-based and performance based awards, with a fair ~~value~~value of ~~$25.4~~ $27.4 million and ~~$33.2~~$25.4 million as of March 31, ~~2015~~2016 and December 31,~~2014~~, 2015, 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 di~~scount~~discount from SL Green's common stock price. The discount was calculated by considering the inherent uncertainty that the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of March 31, ~~2015~~,2016, there was ~~$10.4~~$11.2 million of total unrecognized compensation expense related to the time-based and performance based awards, which is expected to be recognized over a weighted average period of ~~1.1~~1.4 years. During the three months ended March 31, ~~2015~~2016 and ~~2014~~,2015, we recorded compensation expense related to bonus, time-based and performance based awards of ~~$13.2~~$9.5 million and ~~$8.1~~$13.2 million, respectively.

2010 Notional Unit Long-Term Compensation Plan

In December 2009, the compensation committee of the 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 $15.0 million up to $75.0 million of LTIP Units in the Operating Partnership based on the Company's stock price appreciation over three years beginning on December 1, 2009; provided that, if maximum performance had been achieved, $25.0 million of awards could be earned at any time after the beginning of the second year and an additional $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, the Company's aggregate stock price appreciation during the performance period had to equal or exceed 50%. The 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~~385,583 LTIP Units, ~~385,583~~327,416 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 on December 11, 2013 (accelerated from the original January 1, 2014 vesting date) and the remainder vested on January 1, 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.

Table of ~~$0.3 million during the three months ended~~ Contents

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2014 related to the 2010 Long-Term Compensation Plan.~~2016

2011 Outperformance Plan

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

could earn, in the aggregate, up to $85.0 million of LTIP Units in the Operating Partnership based on our total return to stockholders for the three-year period beginning September 1, 2011. Under the 2011 Outperformance Plan, participants were entitled to share in a "performance pool" comprised of LTIP Units with a value equal to 10% of the amount by which our total return to stockholders during the three-year period exceeded a cumulative total return to stockholders of 25%, subject to the maximum of $85.0 million of LTIP Units; provided that if maximum performance was achieved, one-third of each award could be earned at any time after the beginning of the second year and an additional one-third of each award could be earned at any time after the beginning of the third year. LTIP Units earned under the 2011 Outperformance Plan are subject to continued vesting requirements, with 50% of any awards earned vested on August 31, 2014 and the remaining 50% vesting on August 31, 2015, subject to continued employment with us through such dates. Participants were not entitled to distributions with respect to LTIP Units granted under the 2011 Outperformance Plan unless and until they were earned. For LTIP Units that were earned, each participant was also 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 are to be paid currently with respect to all earned LTIP Units, whether vested or unvested. In June 2014, the compensation committee determined that maximum performance had been achieved during the third year of the performance period and, accordingly, 560,908 LTIP Units, representing two-thirds of each award, were earned, subject to vesting, under the 2011 Outperformance Plan. In September 2014, the compensation committee determined that maximum performance had been achieved for the full three-year performance period and, accordingly, 280,454 LTIP units, representing the final third of each award, were earned, subject to vesting, under the 2011 Outperformance Plan.

The cost of the 2011 Outperformance Plan ($~~26.8~~26.7 million, subject to forfeitures) ~~will be~~was amortized into earnings through the final vesting period. We recorded no compensation expense ofduring the three months ended March 31, 2016, and $0.7 ~~million and $1.9~~ million during the three months ended March 31, 2015 ~~and 2014, respectively,~~ related to the 2011 Outperformance Plan.

2014 Outperformance Plan

In August 2014, the compensation committee of the Company's board of directors approved the general terms of the SL Green Realty Corp. 2014 Outperformance Plan, or the 2014 Outperformance Plan. Participants in the 2014 Outperformance Plan may earn, in the aggregate, up to 610,000 LTIP Units in our Operating Partnership based on our total return to stockholders for the three-year period beginning September 1, 2014. For each individual award, two-thirds of the LTIP Units may be earned based on the Company’s absolute total return to stockholders and one-third of the LTIP Units may be earned based on relative total return to stockholders compared to the constituents of the MSCI REIT Index. Awards earned based on absolute total return to stockholders will be determined independently of awards earned based on relative total return to stockholders. In the event the Company’s performance reaches either threshold before the end of the three-year performance period, a pro-rata portion of the maximum award may be earned. For each component, if the Company’s performance reaches the maximum threshold beginning with the 19th month of the performance period, participants will earn one-third of the maximum award that may be earned for that component. If the Company’s performance reaches the maximum threshold during the third year of the performance period for a component, participants will earn two-thirds (or an additional one-third) of the maximum award that may be earned for that component. LTIP Units earned under the 2014 Outperformance Plan will be subject to continued vesting requirements, with 50% of any awards earned vesting on August 31, 2017 and the remaining 50% vesting on August 31, 2018, subject to continued employment with us through such dates. Participants will not be entitled to distributions with respect to LTIP Units granted under the 2014 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 cash or additional LTIP Units. Thereafter, distributions will be paid currently with respect to all earned LTIP Units, whether vested or unvested.

The cost of the 2014 Outperformance Plan ($27.9 million, subject to forfeitures), based on the portion of the 2014 Outperformance Plan granted as of March 31, ~~2015,~~2016, will be amortized into earnings through the final vesting period. We recorded compensation expense of $1.5 million and $1.4 million during the three months ended March 31, 2016 and 2015, respectively, related to the 2014 Outperformance Plan.

Deferred Compensation Plan for Directors

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of SL Green's common stock on the first business day of the respective quarter. Each participating ~~non-~~

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

~~employee~~non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.

During the three months ended March 31, ~~2015, 5,613~~2016, 6,319 phantom stock units were earned and ~~5,230~~8,436 shares of common stock were issued to our board of directors. We recorded compensation expense of ~~$1.3~~$1.6 million during the three months ended March 31, ~~2015~~2016 related to the Deferred Compensation Plan. As of March 31, ~~2015,~~2016, there were ~~81,262~~87,087 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

Employee Stock Purchase Plan

In 2007, the Company's board of directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to encourage our employees to increase their efforts to make our 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 the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of March 31, ~~2015, 81,955~~2016, 89,148 shares of SL Green's common stock had been issued under the ESPP.

15. Accumulated Other Comprehensive Loss ~~of the Company~~

The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of March 31, ~~2015~~2016 (in thousands):

Net unrealized loss on derivative instruments⁽¹⁾

SL Green’s share of joint venture net unrealized loss on derivative instruments⁽²⁾
Unrealized gain and (loss) on marketable securities Total
Balance at December 31, 2014 (9,498 ) (95 ) 2,613
(6,980 )
Other comprehensive (loss) income before reclassifications (7,198 ) (1,188 ) 597
(7,789 )
Amounts reclassified from accumulated other comprehensive income 2,641
318
—
2,959
Balance at March 31, 2015 $ (14,055 ) $ (965 ) $ 3,210
$ (11,810 )



	Net unrealized (loss) gain on derivative instruments⁽¹⁾			SL Green’s share of joint venture net unrealized (loss) gain on derivative instruments⁽²⁾			Unrealized gain (loss) on marketable securities			Total
Balance at December 31, 2015	$	(10,160	)	$	(592	)	$	2,003		$	(8,749	)
Other comprehensive loss before reclassifications	(6,651		)	(2,658		)	(1,194		)	(10,503		)
Amounts reclassified from accumulated other comprehensive income	2,080			(50		)	—			2,030
Balance at March 31, 2016	$	(14,731	)	$	(3,300	)	$	809		$	(17,222	)

(1)

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of ~~income.~~operations. As of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was ~~$11.3~~$9.2 million and ~~$11.8~~$9.7 million, respectively.


(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.~~operations.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

16. ~~Accumulated Other Comprehensive Loss of the Operating Partnership~~

~~The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of March 31, 2015 (in thousands):~~

Net unrealized loss on derivative instruments⁽¹⁾

SLGOP’s share of joint venture net unrealized loss on derivative instruments⁽²⁾
Unrealized gain and (loss) on marketable securities Total
Balance at December 31, 2014 (9,845 ) (100 ) 2,689
(7,256 )
Other comprehensive (loss) income before reclassifications (7,521 ) (1,237 ) 650
(8,108 )
Amounts reclassified from accumulated other comprehensive income 2,747
331
—
3,078
Balance at March 31, 2015 $ (14,619 ) $ (1,006 ) $ 3,339
$ (12,286 )

~~(1)~~

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of income. As of March 31, 2015 and December 31, 2014, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was $11.7 million and $12.2 million, respectively.


~~(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.~~

~~17.~~ Fair Value Measurements

We are required to disclose fair value information with regard to our financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The FASB guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We measure and/or disclose the estimated fair value of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. This hierarchy ~~consist~~consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within Level 1, that are observable for the asset or

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following tables set forth the assets and liabilities that we measure at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at March 31, ~~2015~~2016 and December 31, ~~2014~~2015 (in thousands):


	March 31, 2015								March 31, 2016
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	47,716	$	4,287	$	43,429	$	—	$	43,915	$	4,132	$	39,783	$	—
Interest rate swap agreements (included in other assets)	$	3	$	—	$	3	$	—
Interest rate cap and swap agreements (included in other assets)									$	6	$	—	$	6	$	—
Liabilities:
Interest rate swap agreements (included in accrued interest payable and other liabilities)	$	16,983	$	—	$	16,983	$	—
Interest rate cap and swap agreements (included in accrued interest payable and other liabilities)									$	2,600	$	—	$	2,600	$	—
Interest rate cap and swap agreements (included in liabilities related to assets held for sale)									$	12,077	$	—	$	12,077	$	—

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~


	December 31, 2014								December 31, 2015
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	39,429	$	4,332	$	35,097	$	—	$	45,138	$	4,704	$	40,434	$	—
Interest rate swap agreements (included in other assets)	$	2,174	—		2,174		—
Interest rate cap and swap agreements (included in other assets)									$	204	$	—	$	204	$	—
Liabilities:
Interest rate swap agreements (included in accrued interest payable and other liabilities)	$	14,728	$	—	$	14,728	$	—
Interest rate cap and swap agreements (included in accrued interest payable and other liabilities)									$	10,776	$	—	$	10,776	$	—

We determine other than temporary impairment in real estate investments and debt and preferred equity investments, including intangibles, utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, which are classified as Level 3 inputs.

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

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

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

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

The following table provides the carrying value and fair value of these financial instruments as of March 31, ~~2015~~2016 and December 31, ~~2014~~2015 (in thousands):


	March 31, 2015				December 31, 2014				March 31, 2016				December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value

Debt and preferred equity investments	$	1,548,739	(1)		$	1,408,804	(1)		$	1,378,616	⁽¹⁾		$	1,670,020	⁽¹⁾

Fixed rate debt(2)	$	6,016,084	$	6,582,767	$	6,140,786	$	6,565,236	$	7,154,930	$	7,507,340	$	7,232,254	$	7,591,388
Variable rate debt(2)	2,073,000		2,116,146		2,291,943		2,315,952		2,908,887		2,905,459		3,202,494		3,179,186
	$	8,089,084	$	8,698,913	$	8,432,729	$	8,881,188	$	10,063,817	$	10,412,799	$	10,434,748	$	10,770,574

(1)

At March 31, 2016, debt and preferred equity investments had an estimated fair value ranging between $1.4 billion and $1.5 billion. At December 31, 2015, debt and preferred equity investments had an estimated fair value ranging between $1.7 billion and ~~$1.9 billion. At December 31, 2014, debt and preferred equity investments had an estimated fair value ranging between $1.5 billion and~~ $1.8 billion.


(2)	Includes the $1.0 billion fixed rate mortgage and $446.0 million variable rate mortgage at 388-390 Greenwich Street that is included in liabilities related to assets held for sale on the consolidated balance sheet at March 31, 2016.

Disclosure about fair value of financial instruments was based on pertinent information available to us as of March 31, ~~2015~~2016 and December 31, ~~2014.~~2015. 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.

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

~~18.~~17. Financial Instruments: Derivatives and Hedging

In the normal course of business, we use a variety of commonly used derivative instruments, such as interest rate swaps, caps, collar and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize all derivatives on the balance sheets at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income 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 equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows. Currently, all of our designated derivative instruments are effective hedging instruments.

The following table summarizes the notional value at inception and fair value of our consolidated derivative financial instruments at March 31, ~~2015~~2016 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (amounts in thousands).

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016


	Notional Value		Strike Rate		Effective Date	Expiration Date	Balance Sheet Location	Fair Value			Notional Value		Strike Rate		Effective Date	Expiration Date	Balance Sheet Location	Fair Value
Interest Rate Cap - Sold	$	504,000	4.750	%	May 2014	May 2016	Other Assets	$	(1	)	$	504,000	4.750	%	May 2014	May 2016	Other Liabilities	$	—
Interest Rate Cap - Sold											500,000		4.750	%	November 2014	May 2016	Other Liabilities	—
Interest Rate Cap	504,000		4.750	%	May 2014	May 2016	Other Liabilities	1			117,392		6.000	%	October 2014	October 2016	Other Liabilities	—
Interest Rate Swap											200,000		0.938	%	October 2014	December 2017	Other Liabilities	(985		)
Interest Rate Swap											150,000		0.940	%	October 2014	December 2017	Other Liabilities	(743		)
Interest Rate Swap											150,000		0.940	%	October 2014	December 2017	Other Liabilities	(743		)
Interest Rate Swap											30,000		2.295	%	July 2010	June 2016	Other Liabilities	(109		)
Interest Rate Swap											14,409		0.500	%	January 2015	January 2017	Other Assets	5
Interest Rate Swap											8,018		0.852	%	February 2015	February 2017	Other Liabilities	(20		)
Interest Rate Cap	500,000		4.750	%	October 2014	May 2016	Other Assets	1			137,500		4.000	%	September 2015	September 2017	Other Assets	1
Interest Rate Cap - Sold	500,000		4.750	%	November 2014	May 2016	Other Liabilities	(1		)
																		$	(2,594	)
Financial Instruments related to assets held for sale:											Financial Instruments related to assets held for sale:
Interest Rate Cap	446,000		4.750	%	October 2014	May 2016	Other Assets	1			$	504,000	4.750	%	May 2014	May 2016	Other Liabilities	$	—
Interest Rate Cap	263,426		6.000	%	November 2013	November 2015	Other Assets	—			500,000		4.750	%	October 2014	May 2016	Other Liabilities	—
Interest Rate Cap	137,500		4.000	%	October 2013	September 2015	Other Assets	—			446,000		4.750	%	October 2014	May 2016	Other Liabilities	—
Interest Rate Swap	200,000		0.938	%	October 2014	December 2017	Other Liabilities	(326		)	144,000		2.236	%	December 2012	December 2017	Other Liabilities	(3,902		)
Interest Rate Swap	150,000		0.940	%	October 2014	December 2017	Other Liabilities	(251		)	86,400		1.948	%	December 2012	December 2017	Other Liabilities	(1,916		)
Interest Rate Swap	150,000		0.940	%	October 2014	December 2017	Other Liabilities	(251		)	72,000		2.310	%	December 2012	December 2017	Other Liabilities	(2,042		)
Interest Rate Swap	144,000		2.236	%	December 2012	December 2017	Other Liabilities	(5,108		)	72,000		1.345	%	December 2012	December 2017	Other Liabilities	(856		)
Interest Rate Swap	86,400		1.948	%	December 2012	December 2017	Other Liabilities	(2,407		)	72,000		2.310	%	December 2012	December 2017	Other Liabilities	(2,042		)
Interest Rate Swap	72,000		2.310	%	December 2012	December 2017	Other Liabilities	(2,696		)	57,600		1.990	%	December 2012	December 2017	Other Liabilities	(1,319		)
Interest Rate Swap	72,000		1.345	%	December 2012	December 2017	Other Liabilities	(862		)
Interest Rate Swap	72,000		2.310	%	December 2012	December 2017	Other Liabilities	(2,696		)
Interest Rate Swap	57,600		1.990	%	December 2012	December 2017	Other Liabilities	(1,669		)
Interest Rate Swap	30,000		2.295	%	July 2010	June 2016	Other Liabilities	(682		)
Interest Rate Swap	8,018		0.852	%	February 2015	February 2017	Other Liabilities	(33		)
								$	(16,980	)								$	(12,077	)

																	Total	$	(14,671	)

During the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, we recorded a ~~loss~~gain on the changes in the fair value of ~~less than~~$37,000 and $1,000, ~~and $11,000,~~ respectively, which is included in interest expense on the consolidated statements of ~~income.~~operations.

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of March 31, ~~2015~~2016, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was ~~$18.1~~$15.1 million. As of March 31, ~~2015~~2016, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of ~~$18.1~~$15.1 million at March 31, ~~2015~~2016.

Gains and losses on terminated hedges are included in ~~the~~ accumulated other comprehensive loss, and are recognized into earnings over the term of the related mortgage obligation. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive 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 ~~$9.3~~$6.5 million of the current balance held in accumulated other comprehensive loss will be reclassified into interest expense and ~~$1.1~~$1.7 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.

4953

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

Notes to Consolidated Financial Statements (cont.)

March 31, ~~2015~~2016

~~(unaudited)~~

~~accumulated other comprehensive loss will be reclassified into equity in net income from unconsolidated joint ventures within the next 12 months.~~

The following table presents the effect of our derivative financial instruments and our share of our joint ventures' derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of ~~income~~operations for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively (in thousands):


	Amount of Loss Recognized in Other Comprehensive Loss (Effective Portion)						Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income		Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)						Location of Gain Recognized in Income on Derivative		Amount of (Loss) or Gain Recognized into Income (Ineffective Portion)								Amount of (Loss) Gain Recognized in Other Comprehensive Loss (Effective Portion)								Location of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income		Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)								Location of (Loss) or Gain Recognized in Income on Derivative		Amount of (Loss) or Gain Recognized into Income (Ineffective Portion)
	Three Months Ended March 31,							Three Months Ended March 31,							Location of Gain Recognized in Income on Derivative	Three Months Ended March 31,								Three months ended March 31										Three months ended March 31										Three months ended March 31
Derivative	2015			2014					2015			2014					2015				2014				2016				2015					2016				2015						2016				2015
Interest Rate Swaps/Caps	$	(7,521	)	$	(51	)		Interest expense		$	2,747		$	692		Interest expense		$	(410	)		$	1			$	(6,919	)		$	(7,521	)			Interest expense		$	2,163			$	2,747			Interest expense		$	(39	)		$	(410	)
Share of unconsolidated joint ventures' derivative instruments	(1,237		)	(1,746		)	Equity in net income from unconsolidated joint ventures		331			1,273			Equity in net income from unconsolidated joint ventures		(16		)		—				(2,765		)		(1,237		)		Equity in net income from unconsolidated joint ventures		351				331				Equity in net income from unconsolidated joint ventures		(436		)		(16		)
	$	(8,758	)	$	(1,797	)			$	3,078		$	1,965				$	(426	)		$	1			$	(9,684	)		$	(8,758	)				$	2,514			$	3,078					$	(475	)		$	(426	)

~~19.~~18. Commitments and Contingencies

Legal Proceedings

As of March 31, ~~2015,~~2016, the Company and the Operating Partnership were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined could have a material adverse impact on us other than routine litigation arising in the ordinary course of business or litigation that is adequately covered by insurance.

Environmental Matters

Our management believes that the properties are in compliance in all material respects with applicable Federal, state and local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.

Capital and Ground Leases Arrangements

The following is a schedule of future minimum lease payments under capital leases and non-cancellable operating leases with initial terms in excess of one year as of March 31, ~~2015~~2016 (in thousands):


	Capital lease			Non-cancellable operating leases		Capital lease			Non-cancellable operating leases
Remaining 2015	$	109		$	22,869
2016	170			30,612
Remaining 2016						$	1,705		$	23,142
2017	291			30,845		2,387			31,049
2018	291			30,845		2,387			31,049
2019	315			30,862		2,411			31,066
2020						2,620			31,436
Thereafter	56,568			720,698		825,483			764,352
Total minimum lease payments	57,744			$	866,731	836,993			$	912,094
Less amount representing interest	(36,827		)
Amount representing interest						(795,439		)
Capital lease obligations	$	20,917				$	41,554

~~Table of Contents~~

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

~~Notes to Consolidated Financial Statements (cont.)~~

~~March 31, 2015~~

~~(unaudited)~~

~~20.~~19. Segment Information

The Company is a REIT engaged in all aspects of property ownership and management including investment, leasing operations, capital improvements, development and redevelopment, financing, construction and maintenance in the New York

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

Notes to Consolidated Financial Statements (cont.)

March 31, 2016

Metropolitan area and have two reportable segments, real estate and debt and preferred equity. We evaluate real estate performance and allocate resources based on earnings contribution to income from continuing operations.

The primary sources of revenue are generated from tenant rents and 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). See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity investments.

Selected results of operations for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, and selected asset information as of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, regarding our operating segments are as follows (in thousands):


	Real Estate Segment		Debt and Preferred Equity Segment		Total Company		Real Estate Segment			Debt and Preferred Equity Segment		Total Company
Total revenues
Three months ended:
March 31, 2016							$	400,707		$	54,737	$	455,444
March 31, 2015	$	354,230	$	42,069	$	396,299	354,230			42,069		396,299
March 31, 2014	308,361		54,084		362,445
Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate
Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate and gain on sale of real estate
Three months ended:
March 31, 2016							$	(39,031	)	$	47,846	$	8,815
March 31, 2015	$	6,759	$	35,467	$	42,226	6,759			35,467		42,226
March 31, 2014	620		45,583		46,203
Total assets
As of:
March 31, 2015	$	15,514,089	$	1,566,643	$	17,080,732
December 31, 2014	15,671,662		1,424,925		17,096,587
March 31, 2016							$	18,195,830		$	1,390,138	$	19,585,968
December 31, 2015							18,045,370			1,682,276		19,727,646

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~~includes actual costs incurred for investments collateralizing the MRA. Interest is imputed ~~assuming~~on the ~~portfolio is 100% leveraged by~~remaining investments using our ~~MRA facility and~~ 2012 revolving credit facility and corporate borrowing cost. We also allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment. We do not allocate marketing, general and administrative expenses (totaling ~~$25.5~~$24.0 million and ~~$23.3~~$25.5 million for the three months ended March 31, ~~2015~~2016 and ~~2014~~,2015, 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.

There were no transactions between the above two segments.

The table below reconciles income from continuing operations to net income for the three months ended March 31, ~~2015~~2016, and ~~2014~~2015 (in thousands):


	Three Months Ended March 31,				Three months ended March 31,
	2015		2014		2016		2015
Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate	$	42,226	$	46,203
Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate and gain on sale of real estate					$	8,815	$	42,226
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—		104,640		9,915		—
Gain on sale of real estate					13,773		—
Income from continuing operations	42,226		150,843		32,503		42,226
Net income from discontinued operations	427		5,769		—		427
Gain on sale of discontinued operations	12,983		—		—		12,983
Net income	$	55,636	$	156,612	$	32,503	$	55,636

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

SL Green Realty Corp., ~~an S&P 500 Company,~~ which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, with in-house capabilities in property management, acquisitions and dispositions, financing, development and redevelopment, construction and leasing. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.

Reckson Associates Realty Corp., or Reckson, and Reckson Operating Partnership, L.P. or ROP, are wholly-owned subsidiaries of the ~~Operating Partnership.~~SL Green Realty Corp.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report onof this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2015

As of March 31, ~~2015~~,2016, we owned the following interests in commercial and residential 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 New Jersey, which are collectively known as the Suburban properties:

Consolidated Unconsolidated Total
Location Type Number of Properties Approximate Square Feet Number of Properties Approximate Square Feet Number of Properties Approximate Square Feet
Weighted Average Occupancy(1)
Commercial:
Manhattan Office 23
18,429,045
7
3,476,115
30
21,905,160
96.0 %
Retail 9
(2) 403,735
7
279,628
16
683,363
90.7 %
Development/Redevelopment 8
883,862
5
1,952,782
13
2,836,644
38.0 %
Fee Interest 2
783,530
—
—
2
783,530
100.0 %
42
20,500,172
19
5,708,525
61
26,208,697
89.7 %
Suburban Office 27
4,365,400
4
1,222,100
31
5,587,500
80.8 %
Retail 1
52,000
—
—
1
52,000
100.0 %
Development/Redevelopment 2
86,000
2
65,641
4
151,641
57.5 %
30
4,503,400
6
1,287,741
36
5,791,141
80.3 %
Total commercial properties 72
25,003,572
25
6,996,266
97
31,999,838
88.0 %
Residential:
Manhattan Residential 3
(2) 735,587
17
2,046,733
20
2,782,320
96.8 %
Suburban Residential 1
66,611
—
—
1
66,611
84.4 %
Total residential properties 4
802,198
17
2,046,733
21
2,848,931
96.4 %
Total portfolio 76
25,805,770
42
9,042,999
118
34,848,769
88.7 %



		Consolidated			Unconsolidated		Total
Location	Type	Number of Properties		Approximate Square Feet	Number of Properties	Approximate Square Feet	Number of Properties	Approximate Square Feet	Weighted Average Occupancy(1)
Commercial:
Manhattan	Office	27	(2)	21,003,606	6	4,244,139	33	25,247,745	95.9	%
	Retail	10	(3)	418,093	9	347,970	19	766,063	88.1	%
	Development/Redevelopment	3		42,635	3	733,624	6	776,259	30.5	%
	Fee Interest	1		176,530	—	—	1	176,530	100.0	%
		41		21,640,864	18	5,325,733	59	26,966,597	93.8	%
Suburban	Office	26		4,235,300	2	640,000	28	4,875,300	81.7	%
	Retail	1		52,000	—	—	1	52,000	100.0	%
	Development/Redevelopment	1		1,000	1	—	2	1,000	100.0	%
		28		4,288,300	3	640,000	31	4,928,300	81.9	%
Total commercial properties		69		25,929,164	21	5,965,733	90	31,894,897	92.0	%
Residential:
Manhattan	Residential	4	(3)	762,587	17	2,193,424	21	2,956,011	95.4	%
Suburban	Residential	—		—	—	—	—	—	—	%
Total residential properties		4		762,587	17	2,193,424	21	2,956,011	95.4	%
Total portfolio⁽³⁾		73		26,691,751	38	8,159,157	111	34,850,908	92.3	%


(1)	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total ~~available rentable~~acquisition square ~~feet.~~footage. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.


(2)	Includes the property at 388-390 Greenwich Street, which is classified as held for sale at March 31, 2016.


(3)	As of March 31, ~~2015,~~2016, we owned a building that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the retail properties count and have bifurcated the square footage into the retail and residential components.

As of March 31, ~~2015,~~2016, we also managed an approximately ~~336,201~~336,000 square foot office building owned by a third party and held debt and preferred equity investments with a book value of ~~$1.5 billion.~~$1.7 billion including $0.3 billion of debt and preferred equity and other financing receivables that are included in other balance sheet line items.

Table of Contents

Critical Accounting Policies

Refer to the ~~2014~~2015 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting policies, which include investment in commercial real estate properties, investment in unconsolidated joint ventures,

~~Table of Contents~~

revenue recognition, allowance for doubtful accounts, reserve for possible credit losses and derivative instruments. There have been no changes to these accounting policies during the three months ended March 31, ~~2015.~~2016.

Table of Contents

Results of Operations

Comparison of the three months ended March ~~31, 2015~~31,2016 to the three months ended March 31, ~~2014~~2015

The following comparison for the three months ended March 31, ~~2015,~~2016, or ~~2015,~~2016, to the three months ended March 31, ~~2014,~~2015, or ~~2014,~~2015, makes reference to the following: (i) the effect of the “Same-Store Properties,” which represents all operating properties owned by us at January 1, ~~2014~~2015 and still owned by us in the same manner at March 31, ~~2015 and~~2016 (Same-Store Properties totaled 5956 of our 7673 consolidated operating properties, representing ~~82.9%~~70.3% of our share of annualized cash ~~rent,~~rent), (ii) the effect of the “Acquisition Properties,” which represents all properties or interests in properties acquired in ~~2015~~2016 and ~~2014~~2015 and all non-Same-Store Properties, including properties that are under development, redevelopment or 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. Any assets sold or held for sale are excluded from the income from continuing operations and from the following discussion.


	Same-Store									Acquisition					Other					Consolidated											Same-Store								Acquisition				Other				Consolidated
(in millions)	2015		2014		$ Change			% Change		2015			2014		2015		2014			2015			2014			$ Change			% Change		2016		2015		$ Change		% Change		2016		2015		2016		2015		2016			2015			$ Change			% Change

Rental revenue	$	258.8	$	248.8	$	10.0		4.0	%	$	43.6		$	7.3	$	0.9	$	(0.2	)	$	303.3		$	255.9		$	47.4		18.5	%	$	258.4	$	243.8	$	14.6	6.0	%	$	82.5	$	41.1	$	4.7	$	18.4	$	345.6		$	303.3		$	42.3		13.9	%
Escalation and reimbursement	40.3		36.5		3.8			10.4	%	0.3			1.2		0.4		0.1			41.0			37.8			3.2			8.5	%	40.7		39.0		1.7		4.4	%	4.5		0.2		0.4		1.8		45.6			41.0			4.6			11.2	%
Investment income	—		—		—			—	%	0.1			—		42.0		54.1			42.1			54.1			(12.0		)	(22.2	)%	—		—		—		—	%	—		0.1		54.7		41.9		54.7			42.0			12.7			30.2	%
Other income	1.5		1.2		0.3			25.0	%	4.0			—		4.4		13.4			9.9			14.6			(4.7		)	(32.2	)%	2.0		1.5		0.5		33.3	%	0.3		4.0		7.2		4.4		9.5			9.9			(0.4		)	(4.0	)%
Total revenues	300.6		286.5		14.1			4.9	%	48.0			8.5		47.7		67.4			396.3			362.4			33.9			9.4	%	301.1		284.3		16.8		5.9	%	87.3		45.4		67.0		66.5		455.4			396.2			59.2			14.9	%

Property operating expenses	134.5		124.2		10.3			8.3	%	2.7			4.2		3.5		1.8			140.7			130.2			10.5			8.1	%	133.4		131.3		2.1		1.6	%	12.5		1.1		3.7		8.3		149.6			140.7			8.9			6.3	%
Transaction related costs	—		0.8		(0.8		)	0.0 %		(0.2		)	0.5		1.3		1.2			1.1			2.5			(1.4		)	(56.0	)%	—		—		—		—	%	0.6		0.7		0.6		0.4		1.2			1.1			0.1			9.1	%
Marketing, general and administrative	—		—		—			—	%	—			—		25.5		23.3			25.5			23.3			2.2			9.4	%	—		—		—		—	%	—		—		24.0		25.5		24.0			25.5			(1.5		)	(5.9	)%
	134.5		125.0		9.5			7.6	%	2.5			4.7		30.3		26.3			167.3			156.0			11.3			7.2	%	133.4		131.3		2.1		1.6	%	13.1		1.8		28.3		34.2		174.8			167.3			7.5			4.5	%

Net operating income	$	166.1	$	161.5	$	4.6		2.8	%	$	45.5		$	3.8	$	17.4	$	41.1		$	229.0		$	206.4		$	22.6		10.9	%	$	167.7	$	153.0	$	14.7	9.6	%	$	74.2	$	43.6	$	38.7	$	32.3	$	280.6		$	228.9		$	51.7		22.6	%

Other income (expenses):
Interest expense and amortization of deferred financing costs, net of interest income																				(82.5		)	(79.8		)	(2.7		)	3.4	%																	(102.6		)	(82.4		)	(20.2		)	24.5	%
Depreciation and amortization																				(108.3		)	(86.5		)	(21.8		)	25.2	%																	(179.3		)	(108.3		)	(71.0		)	65.6	%
Equity in net income from unconsolidated joint ventures																				4.0			6.1			(2.1		)	(34.4	)%																	10.1			4.0			6.1			152.5	%
Equity in net gain on sale of interest in unconsolidated joint venture/real estate																				—			104.6			(104.6		)	(100.0	)%																	9.9			—			9.9			100.0	%
(Loss) gain on early extinguishment of debt																				—			—			—			—	%
Gain on sale of real estate, net																																															13.8			—			13.8			100.0	%
Income from continuing operation																				42.2			150.8			(108.6		)	(72.0	)%																	32.5			42.2			(9.7		)	(23.0	)%
Net income from discontinued operations																				0.4			5.8			(5.4		)	(93.1	)%																	—			0.4			(0.4		)	(100.0	)%
Gain on sale of discontinued operations																				13.0			—			13.0			100.0	%																	—			13.0			(13.0		)	(100.0	)%
Net income																				$	55.6		$	156.6		$	(101.0	)	(64.5	)%																	$	32.5		$	55.6		$	(23.1	)	(41.5	)%

Rental, Escalation and Reimbursement Revenues

Rental revenues increased primarily as a result of the properties acquired ($~~36.3~~41.4 million), which included the acquisition of 11 Madison Avenue ($36.1 million), the consolidation of ~~388-390 Greenwich~~600 Lexington Avenue ($5.0 million), and the acquisition of 110 Greene Street ($~~36.8~~2.5 million) ~~in 2014, and an increase in occupancy at~~, as well as increased revenue from our Same-Store Properties ($~~10.0~~14.2 million)~~. In May 2014, we acquired our joint venture partner's interest in 388-390 Greenwich Street thereby assuming full ownership~~ resulting from increased occupancy and rents. This increase was partially offset by the sale of ~~this triple net lease property. As a result~~885 Third Avenue ($4.2 million) and 120 West 45th Street($5.9 million).

Table of this acquisition, we consolidated the results of operations of this property beginning in May 2014. Prior to May 2014, we accounted for our investments in 388-390 Greenwich Street under the equity method of accounting.Contents

Escalation and reimbursement revenue increased primarily as a result of ~~higher~~operating cost recoveries ($2.7 million) and real estate tax expense recoveries ($~~2.9~~0.6 million) ~~and higher operating expense escalations and electric reimbursements ($0.9 million) at the Same-Store Properties mainly~~ attributable to ~~increases in~~ the ~~related expenses.~~acquisition of 11 Madison Avenue, and operating cost recoveries attributable to the consolidation of 600 Lexington Avenue ($0.7 million).

~~Occupancy in our Same-Store consolidated office operating properties increased to 93.4% at March 31, 2015 as compared to 91.6% at March 31, 2014.~~ Occupancy in our Same-Store Manhattan consolidated office operating portfolio, excluding leases signed but not yet commenced, increased to ~~95.7%~~93.5% at March 31, ~~2015~~2016 as compared to ~~93.7%~~92.4% at March 31, ~~2014.~~2015. Occupancy for our Same-Store Suburban consolidated office operating portfolio, excluding leases signed but not yet commenced, increased to ~~81.0%~~83.4% at March 31, 2015 as compared to ~~78.7%~~80.4% at March 31, ~~2014.~~2015.

The following table presents a summary of the commenced leasing activity for the three months ended March 31, ~~2015~~2016 in our Manhattan and Suburban portfolio:


	Useable SF	Rentable SF	New Cash Rent (per rentable SF) ⁽¹⁾		Prev. Escalated Rent (per rentable SF) ⁽²⁾		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)	Useable SF	Rentable SF	New Cash Rent (per rentable SF) ⁽¹⁾		Prev. Escalated Rent (per rentable SF) ⁽²⁾		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)
Manhattan
Vacancy at beginning of year	1,030,205
Sold vacancies	—
Properties under development	—
Space available at beginning of the period											1,395,967
Property no longer in redevelopment											235,629
Properties placed in service	—										—
Space which became available during the year⁽³⁾
Space which became available during the period⁽³⁾
• Office	68,450										176,150
• Retail	1,701										16,713
• Storage	—										11,814
	70,151										204,677
Total space available	1,100,356										1,836,273
Leased space commenced during the year:
Leased space commenced during the period:
• Office⁽⁴⁾	217,457	238,695	$	59.34	$	53.94	$	53.57	4.5	8.4	722,982	740,649	$	72.56	$	49.45	$	69.20	9.8	13.1
• Retail	3,484	4,415	$	1,073.83	$	314.96	$	—	3.9	11.9	51,245	61,789	$	173.30	$	99.08	$	62.96	7.0	19.6
• Storage	1,745	1,745	$	9.43	$	—	$	—	4.9	10.7	22,019	17,122	$	36.47	$	24.28	$	69.47	16.8	13.9
Total leased space commenced	222,686	244,855	$	77.28	$	62.85	$	52.22	4.5	8.5	796,246	819,560	$	79.40	$	51.49	$	58.73	9.8	13.6

Total available space at end of year	877,670
Total available space at end of period											1,040,027

Early renewals
• Office	58,101	61,612	$	71.17	$	65.25	$	12.03	3.1	7.2	487,647	520,358	$	71.81	$	48.57	$	41.19	4.0	12.9
• Retail	—	—	$	—	$	—	$	—	—	0	7,921	7,921	$	444.78	$	389.17	$	189.37	5.0	11.1
• Storage	381	443	$	35.00	$	33.94	$	—	—	6.2	12,495	9,234	$	20.05	$	57.09	$	—	—	19.1
Total early renewals	58,482	62,055	$	70.91	$	65.02	$	11.94	3.1	7.2	508,063	537,513	$	76.42	$	53.73	$	42.67	4.1	13.0

Total commenced leases, including replaced previous vacancy
• Office		300,307	$	61.77	$	57.67	$	45.05	4.2	8.1		1,261,007	$	72.25	$	48.71	$	57.64	7.5	13.0
• Retail		4,415	$	1,073.83	$	314.96	$	—	3.9	12.0		69,710	$	204.14	$	278.32	$	77.33	6.8	18.6
• Storage		2,188	$	14.61	$	33.94	$	—	3.9	9.8		26,356	$	30.72	$	59.92	$	45.13	10.9	15.7
Total commenced leases		306,910	$	75.99	$	63.55	$	44.08	4.2	8.2		1,357,073	$	78.22	$	53.37	$	58.41	7.5	13.3

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	Useable SF	Rentable SF	New Cash Rent (per rentable SF) (1)		Prev. Escalated Rent (per rentable SF) (2)		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)	Useable SF		Rentable SF	New Cash Rent (per rentable SF) (1)		Prev. Escalated Rent (per rentable SF) (2)		TI/LC per rentable SF		Free Rent (in months)	Average Lease Term (in years)
Suburban
Vacancy at beginning of period	1,128,724
Space available at beginning of period											1,175,375
Sold vacancies											(7,134	)
Properties placed in service	—										—
Space which became available during the year⁽³⁾
Space which became available during the period⁽³⁾
• Office	199,603										38,876
• Retail	—										320
• Storage	3,672										—
	203,275										39,196
Total space available	1,331,999										1,207,437
Leased space commenced during the year:
Leased space commenced during the period:
• Office⁽⁵⁾	110,518	111,711	$	32.61	$	35.10	$	18.03	5.6	7.5	179,854		181,887	$	29.81	$	32.66	$	45.41	7.8	9.4
• Retail	—	—	$	—	$	—	$	—	—	0	320		320	$	25.00	$	25.00	$	—	—	5.0
• Storage	450	450	$	18.00	$	12.00	$	—	—	5.0	1,140		2,017	$	13.23	$	10.00	$	—	6.0	7.2
Total leased space commenced	110,968	112,161	$	32.56	$	34.95	$	17.96	5.6	7.5	181,314		184,224	$	29.62	$	32.57	$	44.84	7.8	9.3

Total available space at end of the year	1,221,031
Total available space at end of the period											1,026,123

Early renewals
• Office	50,340	50,884	$	35.49	$	34.83	$	6.10	2.9	4.3	128,101		134,272	$	41.24	$	37.48	$	10.55	2.0	3.2
• Retail	—	—	$	—	$	—	$	—	—	0	—		—	$	—	$	—	$	—	—	—
• Storage	—	—	$	—	$	—	$	—	—	0	1,626		1,626	$	9.15	$	9.15	$	—	—	2.8
Total early renewals	50,340	50,884	$	35.49	$	34.83	$	6.10	2.9	4.3	129,727		135,898	$	40.86	$	37.14	$	10.42	2.0	3.2

Total commenced leases, including replaced previous vacancy
• Office		162,595	$	33.52	$	34.99	$	14.30	4.7	6.5			316,159	$	34.67	$	35.84	$	30.61	5.4	6.7
• Retail		—	$	—	$	—	$	—	—	0			320	$	25.00	$	25.00	$	—	—	5.0
• Storage		450	$	18.00	$	12.00	$	—	—	5.0			3,643	$	11.41	$	9.24	$	—	3.3	5.2
Total commenced leases		163,045	$	33.47	$	34.90	$	14.26	4.7	6.5			320,122	$	34.39	$	35.59	$	30.23	5.3	6.7


(1)	Annual initial base rent.


(2)	Escalated rent is calculated as total annual income less electric charges.


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


(4)	Average starting office rent excluding new tenants replacing vacancies was ~~$58.96~~$64.48 per rentable square feet for ~~124,899~~96,670 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was ~~$62.99~~$70.66 per rentable square feet for ~~186,511~~617,028 rentable square feet.


(5)	Average starting office rent excluding new tenants replacing vacancies was ~~$34.28~~$30.74 per rentable square feet for ~~72,102~~69,418 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was ~~$34.78~~$37.66 per rentable square feet for ~~122,986~~203,690 rentable square feet.

At March 31, ~~2015, 2.9%~~2016, 2.4% and ~~8.6%~~10.5% of the office space leased at our consolidated Manhattan and Suburban operating properties, respectively, is expected to expire during ~~the remainder of 2015.~~2016. Based on our estimates at March 31, ~~2015,~~2016, the current market asking rents on these expected ~~2015~~2016 lease expirations at our consolidated Manhattan operating properties are ~~8.1%~~18.5% higher than the existing in-place fully escalated rents while the current market asking rents on all of our consolidated Manhattan operating properties are ~~13.6%~~14.0% higher than the existing in-place fully escalated rents on leases that are scheduled to expire in all future years. Based on our estimates at March 31, ~~2015,~~2016, the current market asking rents on these expected ~~2015~~2016 lease expirations at our consolidated Suburban operating properties are ~~4.0% lower~~10.5% higher than the existing in-place fully escalated rents while the current market asking rents on all of our consolidated Suburban operating properties are ~~2.4%~~7.5% higher than the existing in-place fully escalated rents on leases that are scheduled to expire in all future years.

~~Investment Income~~

Investment income decreased primarily as a result of additional income recognized during the three months ended March 31, 2014 for a mezzanine investment that was previously on non-accrual for which the underlying property was sold ($10.1 million) and a financing receivable which we began accruing interest following the completion of the development of the underlying property ($4.2 million). This decrease was partially offset by a higher invested balance during the first quarter of 2015. For the

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Investment Income

Investment income increased primarily as a result of accelerated recognition of income on the early repayment of certain debt positions ($10.2 million). In addition, there was a higher average investment balance for the three months ended March 31, ~~2015,~~2016. For the three months ended March 31, 2016, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were ~~$1.5~~$1.7 billion and 10.4%, respectively, compared to ~~$1.4~~$1.5 billion and ~~10.6%~~10.4%, respectively, for the same period in 2014. AsThis increase was partially offset by the redemption in June 2015 of a preferred equity investment that had previously been the largest investment in the portfolio ($3.4 million), as well as the repayment of numerous other debt positions between March 31, 2015 ~~the debt~~ and ~~preferred equity investments had a weighted average term to maturity of 1.9 years.~~March 31, 2016.

Other Income

Other income decreased primarily as a result of ~~incentive income received in 2014 from~~ a ~~joint venture investment ($7.6 million) and lower contributions from Service Corporation ($1.1 million), partially offset by non-recurring~~ fee received from a current tenant in the three months ended March 31, 2015 ($3.5 million)., partially offset by a fee earned in connection with the transfer of ownership in the property securitized by a debt investment ($2.4 million), and higher contributions from Service Corporation ($0.6 million) during the three months ended March 31, 2016.

Property Operating Expenses

Property operating expenses increased primarily as a result of higher operating expenses at ~~the Same-Store Properties~~properties recently acquired ($~~10.3~~11.7 million)~~. The increase in property operating expenses at the Same-Store Properties was mainly a result of higher real estate taxes~~ primarily 11 Madison Avenue ($~~4.5~~6.6 million), ~~which was driven~~partially offset by ~~higher assessed values and tax rates, utility expenses due, in part, to seasonality~~a decrease from properties sold ($~~2.0 million), repairs and maintenance ($1.0 million) and payroll costs ($0.5~~2.8 million).

Marketing, General and Administrative Expenses

Marketing, general and administrative ~~or MG&A, expenses increased primarily from the impact of stock based compensation related charges as a result of the issuance of stock based awards in the first quarter. MG&A~~ expenses for the three months ended March 31, ~~2015~~2016 were $24.0 million, or 4.6% of total combined revenues, including our share of joint venture revenues, and 45 basis points of total combined assets, including our share of joint venture assets compared to $25.5 million, or 5.6% of total revenues including our share of joint venture revenues, and 53 basis points of total assets including our share of joint venture assets ~~compared to $23.3 million, or 5.4% of total revenues including our share of joint venture revenues, and 53 basis points of total assets including our share of joint venture assets~~ for ~~the same period in 2014.~~2015.

Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income

Interest expense, ~~and amortization of deferred financing costs,~~ net of interest income, increased primarily as a result of a new mortgage related to the acquisition of ~~our joint venture partner's interest~~11 Madison Avenue ($12.8 million) and ~~a new mortgage at 388-390 Greenwich Street ($11.2 million),~~ increased borrowings on the 2012 credit facility ($~~1.3 million) and the purchase of interest rate swaps during the fourth quarter of 2014 ($1.1~~3.0 million). ~~This increase was~~These increases were partially offset by the repayment of the ~~mortgages at 625 Madison Avenue~~mortgage in connection with the sale of 120 West 45th Street ($~~2.2 million) and 125 Park Avenue ($1.5 million) during the fourth quarter of 2014, decreased borrowings on our MRA ($1.1 million) and the repayment of 5.875% senior notes in August 2014 ($1.1~~2.6 million). The weighted average consolidated debt balance outstanding increased ~~from $7.1~~to $10.0 billion (including $1.5 billion debt associated with 388 Greenwich Street) for the three months ended March 31, ~~2014 to~~2016 from $8.3 billion for the three months ended March 31, 2015. The weighted average interest rate decreased ~~from 4.60%~~to 3.79% for the three months ended March 31, ~~2014 to~~2016 from 3.94% for the three months ended March 31, 2015.

Depreciation and Amortization

Depreciation and amortization increased primarily as a result of the ~~Acquisition Properties~~acquisition of 11 Madison in August 2015 ($~~21.5~~35.5 million)~~, which included~~ and the ~~consolidation of~~accelerated depreciation expense related to 388-390 Greenwich Street ($34.3 million) as a result of the tenant exercising their option to purchase the property in ~~2014 ($20.4 million).~~December 2017. The closing, which was previously scheduled for December 2017, is now scheduled for June 2016, subject to customary closing conditions.

Equity in Net Income ~~From~~in Unconsolidated Joint ~~Ventures~~Venture

Equity in net income from unconsolidated joint ventures ~~decreased~~increased primarily as a result of ~~lower~~higher net income contributions from ~~388-390 Greenwich~~1552-1560 Broadway ($~~5.4~~3.5 million) as a result of ~~our acquisition~~the settlement in February 2016 of arbitration regarding a tenant's rent at the property.

Equity in Net Gain on Sale of Interest in Unconsolidated Joint Ventures/Real Estate

During the three months ended March 31, 2016, we recognized a gain on sale associated with the sale of our joint venture ~~partner's interest in May 2014, the refinancing and early prepayment of 3 Columbus Circle in the first quarter of 2015~~interests at 7 Renaissance Square ($~~0.9~~4.2 million), 1 Jericho ($3.3 million) and ~~724 Fifth~~EOP Denver ($2.8 million).

Gain on Sale of Real Estate

During the three months ended March 31, 2016, we recognized a gain on sale associated with the sale of the property at 248-252 Bedford Avenue in ~~the second quarter of 2014~~Brooklyn, New York ($~~0.8~~13.8 million), and 180 Broadway ($0.7 million), which was sold in September 2014. This increase was partially offset by higher contributions from the refinancing and early prepayment in 2014 of 100 Park Avenue ($2.6 million) and a debt and preferred equity investment that was originated late in the first quarter of 2014 ($2.1 million), which has been accounted for as an equity investment, and net loss recognized in 2014 from the West Coast Office portfolio ($2.4 million), which interests were sold in March 2014.

Occupancy at our unconsolidated Manhattan office operating properties was 94.1% and 91.3% at March 31, 2015 and 2014, respectively. Occupancy at our unconsolidated Suburban office operating properties was 80.1% and 88.9% at March 31, 2015 and 2014, respectively. At March 31, 2014, 8.3% and 7.5% of the space leased at our unconsolidated Manhattan and Suburban operating properties, respectively, are expected to expire in 2015. At March 31, 2014, we estimate that current market asking rents on these expected 2015 lease expirations at our unconsolidated Manhattan and Suburban office operating properties are 16.0% higher and 8.3% lower, respectively, than then existing in-place fully escalated rents..

Discontinued Operations

Discontinued operations for the three months ended March 31, 2015 includes the gain recognized on the sale of 180 Maiden Lane ($~~17.0~~13.0 million) and the related results of operations. The Company adopted ASU 2014-08 effective January 1, 2015 which raised the threshold for disposals to qualify as discontinued operations to dispositions which represent a strategic shift in an entity’s operations. The guidance was applied prospectively for new disposals. As a result, the results of operations for 388 Greenwich

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Street which was classified as held for sale at March 31, 2016 is included in continuing operations for the three months ended March 31, 2016. No properties were held for sale at March 31, 2015. Discontinued operations for the three months ended March 31, ~~2014 includes~~2015 included the results of operations ~~for~~of 180 Maiden Lane, ~~and 2 Herald Square, 985-987 Third Avenue and 673 First Avenue,~~ which ~~were~~was held for sale at December 31, 2014 and sold in ~~2014.~~January 2015.

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Reconciliation of Same-Store Operating Income to Net Operating Income

We present Same-Store net operating income, or Same-Store NOI, because we believe that this measure provides investors with useful information regarding the operating performance of properties that are comparable for the periods presented. We determine Same-Store net operating income by subtracting Same-Store property operating expenses and ground rent from Same-Store rental revenues and other income. Our method of calculation may be different from methods used by other REITs, and, accordingly, may not be comparable to such other REITs. None of these measures is an alternative to net income (determined in accordance with GAAP) and Same-Store performance should not be considered an alternative to GAAP net income performance.

For properties owned since January 1, ~~2014~~2015 and still owned and operated at March 31, ~~2015,~~2016, Same-Store NOI is determined as follows (in millions):


	Three Months Ended March 31,								Three Months Ended March 31,
	2015		2014		$ Change		% Change		2016			2015			$ Change			% Change
Rental revenues	$	299.1	$	285.3	$	13.8	4.84	%	$	299.1		$	282.8		$	16.3		5.8	%
Other income	1.5		1.2		0.3		25.00	%	2.0			1.5			0.5			33.3	%
Total revenues	300.6		286.5		14.1		4.92	%	301.1			284.3			16.8			5.9	%
Property operating expenses	134.5		125.0		9.5		7.60	%	133.4			131.3			2.1			1.6	%
Operating income	166.1		161.5		4.6		2.85	%	167.7			153.0			14.7			9.6	%
Less: Non-building revenue	0.5		0.2		0.3		150.00	%
Less: Non-building NOI									(0.4		)	(0.4		)	—			—	%
Same-Store NOI	$	165.6	$	161.3	$	4.3	2.67	%	167.3			152.6			14.7			9.6	%
Free rent (net of amortization)									(0.9		)	(2.2		)	1.3			(59.1	)%
Straight-line revenue & other adjustments									(8.3		)	(5.5		)	(2.8		)	50.9	%
Rental Income - FAS 141									(3.7		)	(2.8		)	(0.9		)	32.1	%
Ground lease straight-line adjustment									0.4			0.4			—			—	%
Allowance for straight-line tenant credit loss									1.7			(0.9		)	2.6			(288.9	)%
Cash NOI									$	156.5		$	141.6		$	14.9		10.5	%

Same-Store NOI increased by ~~$4.3~~$14.7 million, or ~~2.7%~~9.6%, from ~~$161.3~~$152.6 million for the three months ended March 31, ~~2014~~2015 to ~~$165.6~~$167.3 million for the ~~year~~three months ended March 31, ~~2015.~~2016. Same-Store Cash NOI increased by $14.9 million, or 10.5%, from $141.6 million for the three months ended March 31, 2015 to $156.5 million for the three months ended March 31, 2016.

Liquidity and Capital Resources

We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, ~~and funds for acquisition and~~acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, repurchases or repayments of outstanding indebtedness (which may include exchangeable debt) and for debt and preferred equity investments will include:


(1)	Cash flow from operations;


(2)	Cash on hand;


(3)	Borrowings under the 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.

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 escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.

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The combined aggregate principal maturities of our property mortgages and other loans payable, corporate obligations and our share of joint venture debt, including as-of-right extension options, as of March 31, ~~2015~~2016 are as follows (in thousands):


	Remaining 2015			2016		2017		2018		2019		Thereafter		Total		Remaining 2016		2017		2018		2019		2020		Thereafter		Total
Property mortgages and other loans	$	22,882		$	147,671	$	956,392	$	80,462	$	98,726	$	4,052,908	$	5,359,041	$	351,810	$	1,140,191	$	106,536	$	70,255	$	732,330	$	4,720,578	$	7,121,700
MRA facility	—			—		—		—		—		—		—
MRA and FHLB facilities																—		—		—		—		—		—		—
Corporate obligations	7		(1)	255,308		355,008		250,000		833,000		1,070,000		2,763,323		—		355,008		250,000		933,000		1,025,000		400,000		2,963,008
Joint venture debt-our share	39,407			534,026		582,755		2,196		104,688		446,744		1,709,816		526,982		591,284		447		104,687		30,298		451,544		1,705,242
Total	$	62,296		$	937,005	$	1,894,155	$	332,658	$	1,036,414	$	5,569,652	$	9,832,180	$	878,792	$	2,086,483	$	356,983	$	1,107,942	$	1,787,628	$	5,572,122	$	11,789,950


~~(1)~~	~~In April 2015, we redeemed all of the outstanding 4.00% Exchangeable Senior Debentures due 2025.~~

As of March 31, ~~2015,~~2016, we had ~~$378.5~~$360.1 million of consolidated cash on hand, inclusive of ~~$47.7~~$43.9 million of marketable securities. We expect to generate positive cash flow from operations for the foreseeable future. We may seek to divest of properties or interests in properties or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured debt, will allow us to satisfy our debt obligations, as described above, upon maturity, if not before.

We also have investments in several real estate joint ventures with various partners who we consider to be financially stable and who have the ability to fund a capital call when needed. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.

Cash Flows

The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 8.1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Cash and cash equivalents were ~~$330.8~~$316.2 million and ~~$447.2~~$330.8 million at March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, representing a decrease of ~~$116.4~~$14.6 million. The decrease was a result of the following changes in cash flows (in thousands):

Three Months Ended March 31,
2015 2014
Increase
(Decrease)
Net cash provided by operating activities $ 90,959
$ 88,148
$ 2,811
Net cash provided by (used in) investing activities $ 230,297
$ (71,801 ) $ 302,098
Net cash (used in) provided by financing activities $ (271,895 ) $ 224,123
$ (496,018 )



	Three Months Ended March 31,
	2016			2015			Increase (Decrease)
Net cash provided by operating activities	$	114,090		$	90,959		$	23,131
Net cash provided by investing activities	$	338,857		$	230,297		$	108,560
Net cash used in financing activities	$	(392,141	)	$	(271,895	)	$	(120,246	)

Our principal source of operating cash flow is related to the leasing and operating of the properties in our portfolio. Our properties provide a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund quarterly dividend and distribution ~~payment~~ requirements. ~~At March 31, 2015, our Manhattan and Suburban consolidated office portfolios were 96% and 81% occupied, respectively.~~ Our debt and preferred equity and joint venture investments also provide a steady stream of operating cash flow to us.

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Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings that meet our investment criteria. During the three months ended March 31, ~~2015,~~2016, when compared to the three ~~month~~months ended March 31, ~~2014,~~2015, we used cash primarily for the following investing activities (in thousands):

Acquisitions of real estate $ (6,290 )
Capital expenditures and capitalized interest 1,096
Escrow cash-capital improvements/acquisition deposits 31,777
Joint venture investments (64,806 )
Distributions from joint ventures (27,012 )
Proceeds from sales of real estate/partial interest in property 376,344
Debt and preferred equity and other investments (9,011 )
Increase in net cash provided by investing activities $ 302,098



Acquisitions of real estate property	$	(31,438	)
Additions to land, buildings and improvements	(15,383		)
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price	63,143
Investments in unconsolidated joint ventures	77,169
Distributions in excess of cumulative earnings from unconsolidated joint ventures	49,458
Net proceeds from disposition of real estate/joint venture interest	(345,946		)
Proceeds from sale of marketable securities	(133		)
Purchases of marketable securities	7,769
Other investments	1,321
Origination of debt and preferred equity investments	57,301
Repayments or redemption of debt and preferred equity investments	245,299
Increase in net cash provided by investing activities	$	108,560

Funds spent on capital expenditures, which comprise building and tenant improvements, decreased from ~~$48.2 million for the three months ended March 31, 2014 to~~ $47.1 million for the three months ended March 31, ~~2015.~~2015 to $62.5 million for the three months ended March 31, 2016. The ~~decreased~~330,770,000 in capital expenditures ~~relate~~relates primarily to ~~decreased~~increased costs incurred in connection with the redevelopment of properties.

We generally fund our investment activity through the sale of real estate, property-level financing, our 2012 credit facility, our MRA facility, senior unsecured notes, convertible or exchangeable securities, construction loans and from time to time, Company issued common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the ~~three months~~year ended March 31, ~~2015,~~2016, when compared to the ~~three months~~year ended March 31, ~~2014,~~2015, we used cash for the following financing activities (in thousands):

Proceeds from our debt obligations $ (59,216 )
Repayments under our debt obligations (560,146 )
Noncontrolling interests, contributions in excess of distributions (110,647 )
Other financing activities 24,021
Proceeds from stock options exercised and DRSPP issuance 100,848
Proceeds from issuance of common and preferred stock 120,573
Redemption of preferred stock (200 )
Dividends and distributions paid (11,251 )
Increase in net cash used in financing activities $ (496,018 )



Proceeds from mortgages and other loans payable	$	227,892
Repayments of mortgages and other loans payable	353,913
Proceeds from revolving credit facility and senior unsecured notes	(145,000		)
Repayments of revolving credit facility and senior unsecured notes	(464,296		)
Proceeds from stock options exercised and DRIP issuance	(108,584		)
Proceeds from sale of common stock	(120,597		)
Redemption of preferred stock	(240		)
Distributions to noncontrolling interests in other partnerships	102,962
Contributions from noncontrolling interests in other partnerships	934
Distributions to noncontrolling interests in the Operating Partnership	(532		)
Dividends paid on common and preferred stock	(15,200		)
Other obligations related to mortgage loan participations	51,500
Deferred loan costs and capitalized lease obligation	(2,998		)
Increase in net cash used in financing activities	$	(120,246	)

Capitalization

Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2016, 100,081,448 shares of common stock and no shares of excess stock were issued and outstanding.

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As of March 31, ~~2015,~~2016 SL Green had ~~99,532,817 shares of common stock, 3,912,944 common units of limited partnership interest in the Operating Partnership held by persons other than the Company, and~~ 9,200,000 shares of ~~SL Green's~~our 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 ~~$110.9~~$304.9 million.

At-The-Market Equity Offering Program

In July 2011, the Company, along with 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, 2014, we sold 25,659 shares of our common stock out of the remaining balance of the ATM Program for aggregate net proceeds of $2.8 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 25.659 units of limited partnership interest of the Operating Partnership.

In June 2014, the Company, along with the Operating Partnership, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate of $300.0 million of SL Green's common stock. During the year ended December 31, 2014, we sold 1,626,999 shares of our common stock for aggregate net proceeds of $182.9 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 1,626,999 units of limited partnership interest of the Operating Partnership. During the three months ended March 31, 2015, we sold 895,956 shares of our common stock for aggregate net proceeds of $113.4 million comprising the remaining balance of this ATM ~~program.~~Program. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 895,956 units of limited partnership interest of the Operating Partnership.

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Dividend Reinvestment and Stock Purchase Plan

~~During the three months ended March 31, 2015, the Company issued 775,161 shares of~~The following table summarizes SL ~~Green's~~Green common stock issued, and proceeds received ~~$99.5 million of proceeds~~ from dividend reinvestments and/or stock purchases under the ~~DRSPP.~~ DRSPP ~~shares may be issued at a discount to~~for the ~~market price.~~three months ended March 31, 2016 and 2015, respectively (dollars in thousands):



	Three months ended March 31,
	2016		2015
Shares of common stock issued	453		775,161
Dividend reinvestments/stock purchases under the DRSPP	$	45	$	99,526

Third Amended and Restated 2005 Stock Option and Incentive Plan

The Third Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of directors in April 2013 and its stockholders in June 2013 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 17,130,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of March 31, ~~2015, 1.5~~2016, 0.5 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units, including, among others, outstanding LTIP Units issued under our 2011 Long-Term Outperformance Plan.

2010 Notional Unit Long-Term Compensation Plan

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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 on December 11, 2013 (accelerated from the original January 1, 2014 vesting date) and the remainder vested on January 1, 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.

The cost of the 2010 Long-Term Compensation Plan ($31.7 million, subject to forfeitures) was amortized into earnings through the final vesting period of January 1, 2015. ~~We recorded compensation expense of $0.3 million during the three months ended March 31, 2014 related to the 2010 Long-Term Compensation Plan.~~

2011 Outperformance Plan

In August 2011, the compensation committee of the 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 could earn, in the aggregate, up to $85.0 million of LTIP Units in the Operating Partnership based on our total return to stockholders for the three-year period beginning September 1, 2011. Under the 2011 Outperformance Plan, participants were entitled to share in a "performance pool" comprised of LTIP Units with a value equal to 10% of the amount by which our total return to stockholders during the three-year period exceeded a cumulative total return to stockholders of 25%, subject to the maximum of $85.0 million of LTIP Units; provided that if maximum performance was achieved, one-third of each award could be earned at any time after the beginning of the second year and an additional one-third of each award could be earned at any time after the beginning of the third year. LTIP Units earned under the 2011 Outperformance Plan are subject to continued vesting requirements, with 50% of any awards earned vested on August 31, 2014 and the remaining 50% vesting on August 31, 2015, subject to continued employment with us through such dates. Participants were not entitled to distributions with respect to LTIP Units granted under the 2011 Outperformance Plan unless and until they were earned. For LTIP Units that were earned, each participant was 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 are to be paid currently with respect to all earned LTIP Units, whether vested or unvested. In June 2014, the compensation committee determined that maximum performance had been achieved during the third year of the performance period and, accordingly, 560,908 LTIP Units,

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representing two-thirds of each award, were earned, subject to vesting, under the 2011 Outperformance Plan. In September 2014, the compensation committee determined that maximum performance had been achieved for the full three-year performance period and, accordingly, 280,454 LTIP units, representing the final third of each award, were earned, subject to vesting, under the 2011 Outperformance Plan.

The cost of the 2011 Outperformance Plan ($~~26.8~~26.7 million, subject to forfeitures) ~~will be~~was amortized into earnings through the final vesting period. We recorded compensation expense of ~~$0.7~~$0 million and ~~$1.9~~$0.7 million during the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, related to the 2011 Outperformance Plan.

2014 Outperformance Plan

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compensation expense of $1.5 million and $1.4 million during the three months ended March 31, 2016 and 2015, respectively, related to the 2014 Outperformance Plan.

Deferred Compensation Plan for Directors

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

Employee Stock Purchase Plan

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the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of March 31, ~~2015, 81,955~~2016, 89,148 shares of SL Green's common stock had been issued under the ESPP.

Market Capitalization

At March 31, ~~2015,~~2016, borrowings under our mortgages and other loans payable, 2012 credit facility, senior unsecured notes, trust preferred securities and our share of joint venture debt represented ~~41.8%~~52% of our combined market capitalization of ~~$23.4~~$22.1 billion (based on a common stock price of ~~$128.38~~$96.88 per share, the closing price of SL Green's common stock on the NYSE on March 31, ~~2015)~~2016). Market capitalization includes our consolidated debt, common and preferred stock and the conversion of all units of limited partnership interest in the Operating Partnership, and our share of joint venture debt.

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Indebtedness

The table below summarizes our consolidated mortgages and other loans payable, 2012 credit facility, senior unsecured notes and trust preferred securities outstanding at March 31, ~~2015~~2016 and ~~December 31, 2014,~~2015, (amounts in thousands).

Debt Summary: March 31, 2015 December 31, 2014
Balance
Fixed rate $ 4,974,083
$ 5,098,741
Variable rate—hedged 1,042,001
1,042,045
Total fixed rate 6,016,084
6,140,786
Variable rate⁽¹⁾
1,196,319
1,572,124
Variable rate—supporting variable rate assets 876,681
719,819
Total variable rate 2,073,000
2,291,943
Total $ 8,089,084
$ 8,432,729
Percent of Total Debt:

Total fixed rate 74.4 % 72.8 %
Variable rate 25.6 % 27.2 %
Total 100.0 % 100.0 %
Effective Interest Rate for the Year:
Fixed rate 4.72 % 4.97 %
Variable rate 1.68 % 1.90 %
Effective interest rate 3.95 % 4.24 %


~~(1)~~	~~At December 31, 2014, the variable rate balance included the mortgage at 180 Maiden Lane, which was included in liabilities related to assets held for sale.~~



Debt Summary:	March 31, 2016			December 31, 2015
Balance
Fixed rate	$	6,113,101		$	6,190,382
Variable rate—hedged	1,041,829			1,041,872
Total fixed rate	7,154,930			7,232,254
Variable rate	1,798,213			2,023,719
Variable rate—supporting variable rate assets	1,110,674			1,178,775
Total variable rate	2,908,887			3,202,494
Total	$	10,063,817		$	10,434,748
Percent of Total Debt:
Fixed rate	71.1		%	69.3		%
Variable rate	28.9		%	30.7		%
Total	100.0		%	100.0		%
Effective Interest Rate for the Year:
Fixed rate	4.23		%	4.63		%
Variable rate	2.41		%	1.74		%
Effective interest rate	3.94		%	3.78		%

The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR ~~(0.18%~~(0.44% and ~~0.17%~~0.18% at March 31, ~~2015~~2016 and ~~December 31, 2014,~~2015, respectively). Our consolidated debt at March 31, ~~2015~~2016 had a weighted average term to maturity of ~~5.82~~5.41 years.

Certain of our debt and equity investments and other investments, with a carrying value of ~~$0.9~~$1.1 billion at March 31, ~~2015,~~2016, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt.

Mortgage Financing

As of March 31, ~~2015,~~2016, our total mortgage debt (excluding our share of joint venture mortgage debt of $1.7 billion) consisted of ~~$4.6~~$6.0 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest rate of ~~4.72%~~4.23% and ~~$0.8~~$1.1 billion of variable rate debt with an effective weighted average interest rate of ~~1.68%~~2.41%.

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Corporate Indebtedness

2012 Credit Facility

In November 2014, we increased the term loan portion of the facility by $50.0 million to $833.0 million.

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~~points~~ and ~~five basis points, respectively, and extended the maturity date of the revolving credit facility to March 29, 2019 with an as-of-right extension through March 29, 2020.~~a $933.0 million term loan. We also have an option, subject to customary conditions, to increase the capacity under the revolving credit facility to ~~$1.5~~$3.0 billion at any time prior to the maturity date for the revolving credit facility without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.As of March 31, 2015, the 2012 credit facility, as amended, consists of a $1.2 billion revolving credit facility, or the revolving credit facility, and an $833.0 million term loan, or the term loan facility.

As of March 31, ~~2015,~~2016, the 2012 credit facility bore interest at a spread over LIBOR ranging from (i) 87.5 basis points to ~~155.0~~155 basis points for loans under the revolving credit facility and (ii) 95 basis points to 190 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. At ~~December~~March 31, ~~2014,~~2016, the applicable spread was 125 basis points for revolving credit facility and 140 basis points for the term loan facility. At March 31, ~~2015,~~2016, the effective interest rate was ~~1.43%~~1.68% for the revolving credit facility and ~~1.65%~~1.89% for the term loan facility. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of ROP. As of March 31, ~~2015,~~2016, the facility fee was 25 basis points. As of March 31, ~~2015,~~2016, we had ~~$107.6~~$74.3 million of outstanding letters of credit, ~~$520.0~~$775.0 million drawn under the revolving credit facility and ~~$833.0~~$933.0 million outstanding under the term loan facility, with total undrawn capacity of ~~$572.4~~$750.7 million under the 2012 credit facility.

The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

Federal Home Loan Bank of New York Facility

During year ended March 31, 2016, the Company’s wholly-owned subsidiary, Belmont Insurance Company, or Belmont, a New York licensed captive insurance company, became a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Belmont may borrow funds from the FHLBNY in the form of secured advances. As of March 31, 2016, we had $250.8 million in outstanding secured advances with a weighted average borrowing rate of 0.88%.

Master Repurchase Agreement

The Master Repurchase Agreement, as amended in December 2013, or MRA, provides us anwith the ability 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 MRA has a maximum facility capacity of $300.0 million and bears interest ranging from 250 and 325 basis points over ~~one-month~~30-day LIBOR depending on the pledged collateral. In September 2015 we entered into an amendment to the MRA to extend the maturity to June 29, 2016. Further, since December 6, 2015 we have been required to pay monthly in arrears a 25 basis point fee on the excess of $150.0 million over the average daily balance during the period if the average daily balance is less than $150.0 million. At March 31, ~~2015,~~2016, we had ~~$300.0~~$185.9 million outstanding under this MRA included in mortgages and other loans payable on the consolidated balance sheets.

Table of ~~undrawn capacity under the MRA.~~Contents

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of March 31, ~~2015~~2016 and 2014, respectively, by scheduled maturity date (dollars in thousands):



Issuance	March 31, 2016 Unpaid Principal Balance		March 31, 2016 Accreted Balance			December 31, 2015 Accreted Balance			Coupon Rate⁽¹⁾		Effective Rate		Term (in Years)	Maturity Date
October 12, 2010⁽²⁾	$	345,000	$	324,281		$	321,130		3.00	%	6.65	%	7	October 15, 2017
August 5, 2011⁽³⁾	250,000		249,827			249,810			5.00	%	5.03	%	7	August 15, 2018
March 16, 2010⁽³⁾	250,000		250,000			250,000			7.75	%	7.75	%	10	March 15, 2020
November 15, 2012⁽³⁾	200,000		200,000			200,000			4.50	%	4.50	%	10	December 1, 2022
December 17, 2015⁽³⁾	100,000		100,000			100,000			4.27	%	4.27	%	10	December 17, 2025
March 26, 2007⁽⁴⁾	10,008		10,008			10,008			3.00	%	3.00	%	20	March 30, 2027
March 31, 2006 ⁽⁵⁾	—		—			255,296
	$	1,155,008	$	1,134,116		$	1,386,244
Deferred financing costs, net			$	(7,257	)	$	(7,280	)
	$	1,155,008	$	1,126,859		$	1,378,964


(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)~~

Issued by the Operating Partnership. Interest on these exchangeable 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 ~~12.1632~~12.4230 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership 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. As a result of meeting specified events (as defined in the Indenture Agreement), these notes became exchangeable commencing January 1, ~~2015~~2016 and will remain exchangeable through ~~June 30, 2015.~~March 31, 2016. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of March 31, ~~2015, $32.9~~2016, $20.7 million remained to be amortized into the debt balance.


~~(4)~~(3)	Issued by the Company, the Operating Partnership and ROP, as co-obligors.

~~(5)~~

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~~common stock per $1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is $1.3491. In April 2015, we redeemed the remaining outstanding debentures.~~

~~(6)~~(4)


(5)	Issued by ROP, balance was repaid in March 2016.

Restrictive Covenants

The terms of the 2012 credit facility, as amended, and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of March 31, 2016 and 2015, we were in compliance with all such covenants.

Junior Subordinated Deferrable Interest Debentures

In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a fixed rate of 5.61% for the first ten years ending July 2015. Thereafter, the interest rate will float at 125 basis points over the three-month LIBOR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not

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consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.

~~Restrictive Covenants~~

The terms of the 2012 credit facility, as amended, and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the 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, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of March 31, 2015 and December 31, 2014, we were in compliance with all such covenants.

Interest Rate Risk

We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate 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 ~~2015~~2016 would increase our annual interest cost, net of interest income from variable rate debt and preferred equity investments, by ~~$11.5~~$17.3 million and would increase our share of joint venture annual interest cost by ~~$7.1~~$6.6 million. At March 31, 2016 , 67.2% of our $ 1.4 billion debt and preferred equity portfolio is indexed to LIBOR.

We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.

Our long-term debt of ~~$6.0~~$7.2 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of March 31, ~~2015~~2016 bore interest based on a spread of LIBOR plus 90 basis points to LIBOR plus 935 basis points.

Contractual Obligations

Refer to our ~~2014~~2015 Annual Report on Form 10-K for a discussion of our contractual obligations. There have been no material changes, outside the ordinary course of business, to these contractual obligations during the three months ended March 31, ~~2015~~.2016.

Off-Balance Sheet Arrangements

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

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Capital Expenditures

We estimate that for the year ending December 31, ~~2015,~~2016, we expect to incur ~~$229.1~~$252.6 million of recurring capital expenditures and ~~$145.5~~$177.9 million of development or redevelopment expenditures, net of loan reserves, (including tenant improvements and leasing commissions) on existing consolidated properties, and our share of capital expenditures at our joint venture properties, net of loan reserves, will be ~~$74.9~~$46.1 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 to fund these capital expenditures with operating cash flow, existing liquidity, or incremental borrowings. We expect our capital needs over the next twelve months and thereafter will be met through a combination of cash on hand, net cash provided by operations, ~~borrowings,~~ potential asset sales, borrowings or additional equity or debt issuances.

Dividends/Distributions

We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership primarily from property revenues net of operating expenses or, if necessary, from working capital.

To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains. We intend to continue to pay regular quarterly dividends to our stockholders. Based on our current annual dividend rate of ~~$2.40~~$2.88 per share, we would pay ~~$239.0~~$288.2 million in dividends to SL Green's common stockholders on an annual basis. Before we 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 the 2012 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

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has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements. Income earned from profit participation, which is included in other income on the consolidated statements of ~~income,~~operations, was ~~$1.0~~$0.9 million and ~~$0.9~~$1.0 million, for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. We also recorded expenses of ~~$4.0~~$3.8 million and ~~$3.8~~$4.0 million, for the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, for these services (excluding services provided directly to tenants).

Management Fees

Insurance

We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism) within three property insurance portfolios and liability insurance. The first property portfolio maintains a blanket limit of $950.0 million per occurrence, including terrorism, for the majority of the New York City properties in our portfolio and expires December 31, ~~2015.~~2016. The second portfolio maintains a limit of ~~$700.0 million~~$1.5 billion per occurrence, including terrorism, for several New York City properties and the majority of the Suburban properties and expires December 31, ~~2015.~~2016. Each of these policies includes $100.0 million of flood coverage, with a lower sublimit for locations in high hazard flood zones. A third blanket property policy covers most of our residential assets and maintains a limit of ~~$380~~$386.0 million per occurrence, including terrorism, for our residential properties and expires January 31, ~~2016.~~2018. We maintain two 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, ~~2015~~2016 and January 31, ~~2016~~2017 and cover our commercial and residential assets, respectively. Additional coverage may be purchased on a stand-alone basis for certain assets.

In October 2006, we formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and beas 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.

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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. TRIPRA was not renewed by Congress and expired on December 31, 2014. However, on January 12, 2015, TRIPRA was reauthorized until December 31, 2020 (Terrorism Insurance Program Reauthorization and Extension Act of 2015)~~. The~~.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, which will increase by $20 million per annum, commencing December 31, 2015. Our debt instruments, consisting of ~~a non-recourse~~ mortgage ~~note~~loans secured by ~~one of~~ our properties (which are generally non-recourse to us), mezzanine loans, ground leases, our 2012 credit facility, senior unsecured notes and other corporate obligations, ~~as well as ground leases,~~ 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 “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.

We own Belmont and the accounts of Belmont are part of our consolidated financial statements. If Belmont experiences a loss and 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.

We monitor all properties that are subject to triple net leases to ensure that tenants are providing adequate coverage. Certain joint ventures may be covered under policies separate from our policies, at coverage limits which we deem to be adequate. We continually monitor these policies. Although we consider our insurance coverage to be appropriate, in the event of a major catastrophe, we may not have sufficient coverage to replace certain properties.

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Funds ~~From~~from Operations

Funds ~~From~~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.

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FFO for the three months ended March 31, ~~2015~~2016 and ~~2014~~,2015 are as follows (in thousands):


	Three Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2016			2015
Net income attributable to SL Green common stockholders	$	43,277		$	146,090		$	23,221		$	43,277
Add:
Depreciation and amortization	108,337			86,515			179,308			108,337
Discontinued operations depreciation adjustments	—			3,297			—			—
Joint venture depreciation and noncontrolling interest adjustments	8,622			12,987			10,514			8,622
Net income attributable to noncontrolling interests	7,670			6,219			2,896			7,670
Less:
Gain on sale of discontinued operations	12,983			—
Gain on sale of real estate and discontinued operations							13,773			12,983
Equity in net gain on sale of interest in unconsolidated joint venture/real estate	—			104,640			9,915			—
Purchase price fair value adjustment							—			—
Depreciable real estate reserves							—			—
Depreciation on non-rental real estate assets	525			514			496			525
Funds from Operations attributable to SL Green common stockholders and noncontrolling interests	$	154,398		$	149,954		$	191,755		$	154,398
Cash flows provided by operating activities	$	90,959		$	88,148		$	114,090		$	90,959
Cash flows provided by (used in) investing activities	$	230,297		$	(71,801	)
Cash flows (used in) provided by financing activities	$	(271,895	)	$	224,123
Cash flows used in investing activities							$	338,857		$	230,297
Cash flows provided by financing activities							$	(392,141	)	$	(271,895	)

Inflation

Substantially all of our 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 will be at least partially offset by the contractual rent increases and expense escalations described above.

Accounting Standards Updates

The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies-Accounting Standards Updates" in the accompanying consolidated financial statements.

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Forward-Looking Information

This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the Manhattan, Brooklyn, Westchester County, Connecticut, Long Island and New Jersey office markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.

Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:

the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;

dependence upon certain geographic markets;

risks of real estate acquisitions, dispositions, developments and redevelopment, including the cost of construction delays and cost overruns;

risks relating to debt and preferred equity investments;

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availability and creditworthiness of prospective tenants and borrowers;

bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;

adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;

availability of capital (debt and equity);

unanticipated increases in financing and other costs, including a rise in interest rates;

our ability to comply with financial covenants in our debt instruments;

our ability to maintain its status as a REIT;

risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;

the threat of terrorist attacks;

our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and,

legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For quantitative and qualitative disclosure about market risk, see Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operation - Market Risk" in this Quarterly Report on Form 10-Q for the three months ended March 31, ~~2015~~2016 for the Company and the Operating Partnership and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Rate Risk" in the Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, ~~2014.~~2015.

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ITEM 4. CONTROLS AND PROCEDURES

SL GREEN REALTY CORP.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.

Changes in Internal Control over Financial Reporting

There have been no significant changes in the Company's internal control over financial reporting during the quarter ended March 31, ~~2015~~2016 that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, its internal control over financial reporting.

SL GREEN OPERATING PARTNERSHIP, L.P.

Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Operating Partnership's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Operating Partnership's management, including the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's 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 Partnership to disclose material information otherwise required to be set forth in the Operating Partnership's periodic reports. Also, the Operating Partnership has investments in certain unconsolidated entities. As the Operating Partnership does not control these entities, the Operating Partnership's disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those it maintains with respect to its consolidated subsidiaries.

As of the end of the period covered by this report, the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner, of the effectiveness of the design and operation of the Operating Partnership's disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer of the Operating Partnership's general partner concluded that the Operating Partnership's disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Operating Partnership that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.

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Changes in Internal Control over Financial Reporting

There have been no significant changes in the Operating Partnership's internal control over financial reporting during the quarter ended March 31, ~~2015~~2016 that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, its internal control over financial reporting.

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PART II

ITEM 3.1. LEGAL PROCEEDINGS

As of March 31, ~~2015,~~2016, the Company and the Operating Partnership were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio other than routine litigation arising in the ordinary course of business or litigation that is adequately covered by insurance.

ITEM 1A. RISK FACTORS

~~There~~

As of March 31, 2016 there have been no material changes to the ~~risk factors~~Risk Factors disclosed in "Part I. Item 1A. Risk Factors" in the ~~2014~~Company's Annual Report on Form 10-K offor the ~~Company and the Operating Partnership.~~year ended December 31, 2015.

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

~~None.~~During the three months ended March 31, 2016, we did not make any unregistered sales of equity securities. In April 2016, the Operating Partnership issued 537,874 units of limited partnership interest in connection with an acquisition. SL Green may satisfy redemption requests for the units issued in the transaction described above with shares of SL Green’s common stock, on a one-for- one basis, pursuant to the Operating Partnership agreement. The units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS



10.1	~~Fourteenth~~	Fourth Amended and Restated Bylaws of SL Green Realty Corp., filed with the SEC on March 23, 2016.
10.2		Twenty-Third Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P., filed with the SEC on ~~July 2, 2014.~~March 28, 2016.
~~10.2~~10.3	~~Fifteenth~~	Twenty-Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P., filed with the SEC on ~~July 2, 2014.~~
~~10.3~~	~~Employment Agreement, dated as of October 30, 2014 between SL Green Realty Corp. and Matthew DiLiberto.~~March 28, 2016.
31.1		Certification by the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2		Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.3		Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.4		Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1		Certification by the 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 the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.4		Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101.10		The following financial statements from SL Green Realty Corp. and SL Green Operating Partnership L.P.’s Quarterly Report on Form 10-Q for the three months ended March 31, ~~2015,~~2016, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of ~~Income~~Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Equity (unaudited), (v) Consolidated Statement of Capital (unaudited) (vi) Consolidated Statements of Cash Flows (unaudited), and (vii) Notes to Consolidated Financial Statements (unaudited), detail tagged and filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	SL GREEN REALTY CORP.
	By:	SL Green Realty Corp.

	~~By:~~	/s/ ~~MATTHEW~~Matthew J. ~~DILIBERTO~~DiLiberto
Dated: May ~~8, 2015~~9, 2016	By:	Matthew J. DiLiberto Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



Signatures	Title	Date

/s/ Stephen L. Green	Chairman of the Board of Directors of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
Stephen L. Green		May 9, 2016

/s/ Marc Holliday	Chief Executive Officer and Director of SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer)	May 9, 2016
Marc Holliday		May 9, 2016

/s/ Andrew W. Mathias	President and Director of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
Andrew W. Mathias		May 9, 2016

/s/ Matthew J. DiLiberto	Chief Financial Officer of SL Green, the sole general partner of the Operating Partnership (Principal Financial and Accounting Officer)	May 9, 2016
Matthew J. DiLiberto		May 9, 2016

/s/ John H. Alschuler, Jr.	Director of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
John H. Alschuler, Jr.		May 9, 2016

/s/ Edwin T. Burton, III	Director of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
Edwin T. Burton, III		May 9, 2016

/s/ John S. Levy	Director of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
John S. Levy		May 9, 2016

/s/ Craig M. Hatkoff	Director of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
Craig M. Hatkoff		May 9, 2016

/s/ Betsy S. Atkins	Director of SL Green, the sole general partner of the Operating Partnership	May 9, 2016
Betsy S. Atkins		May 9, 2016

~~Table of Contents~~SIGNATURES

~~SIGNATURES~~




	SL GREEN OPERATING PARTNERSHIP, L.P.
	~~By:~~	~~SL Green Realty Corp.~~

	By:	/s/ ~~MATTHEW~~Matthew J. ~~DILIBERTO~~DiLiberto
Dated: May ~~8, 2015~~9, 2016	~~By:~~	Matthew J. DiLiberto Chief Financial Officer

7382



	SL Green Operating Partnership Unitholders
				General Partner				Limited Partners
	Series I Preferred Units			Common Units	Common Unitholders			Common Units		Common Unitholders			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total
Balance at December 31, 2014	$	221,932		97,325	$	7,078,924		3,973		$	113,298		$	(7,256	)	$	521,842		$	7,928,740
Net income	3,738				43,277					1,743						5,927			54,685
Acquisition of subsidiary interest from noncontrolling interest					7,564											(11,084		)	(3,520		)
Other comprehensive loss													(5,030		)				(5,030		)
Preferred distributions	(3,738		)																(3,738		)
Issuance of common units								257		22,114									22,114
DRSPP proceeds				775	99,496														99,496
Conversion of units of the Operating Partnership to common stock				317	37,407			(317	)	(37,407		)							—
Reallocation of capital account relating to sale																(10,144		)	(10,144		)
Deferred compensation plan and stock award, net				26	(3,430		)												(3,430		)
Amortization of deferred compensation plan					6,239														6,239
Contribution to consolidated joint venture interest																—			—
Contributions - net proceeds from common stock offering				953	120,597														120,597
Contributions - proceeds from stock options exercised				137	10,344														10,344
Cash distributions to noncontrolling interests																(112,100		)	(112,100		)
Cash distributions declared ($0.60 per common unit, none of which represented a return of capital for federal income tax purposes)					(59,647		)			(2,349		)							(61,996		)
Balance at March 31, 2015	$	221,932		99,533	$	7,340,771		3,913		$	97,399		$	(12,286	)	$	394,441		$	8,042,257



	719 Seventh Avenue⁽¹⁾⁽²⁾		115 Spring Street⁽¹⁾		388-390 Greenwich Street⁽¹⁾⁽³⁾
Acquisition Date	July 2014		July 2014		May 2014
Ownership Type	Fee Interest		Fee Interest		Fee Interest
Property Type	Development		Retail		Office

Purchase Price Allocation:
Land	$	41,850	$	11,078	$	516,292
Building and building leasehold	—		44,799		964,434
Above-market lease value	—		—		—
Acquired in-place leases	—		2,037		302,430
Other assets, net of other liabilities	—		—		6,495
Assets acquired	41,850		57,914		1,789,651
Mark-to-market assumed debt	—		—		—
Below-market lease value	—		4,789		186,782
Derivatives	—		—		18,001
Liabilities assumed	—		4,789		204,783
Purchase price	$	41,850	$	53,125	$	1,584,868
Net consideration funded by us at closing, excluding consideration financed by debt	$	41,850	$	53,125	$	208,614
Equity and/or debt investment held	$	—	$	—	$	148,025
Debt assumed	$	—	$	—	$	1,162,379



	388-390 Greenwich Street
Contract purchase price	$	1,585,000
Net consideration funded by us at closing, excluding consideration financed by debt	(208,614		)
Debt assumed	(1,162,379		)
Fair value of retained equity interest	214,007
Equity and/or debt investment held	(148,025		)
Other⁽¹⁾	5,464
Purchase price fair value adjustment	$	71,446



Issuance	March 31, 2015 Unpaid Principal Balance		March 31, 2015 Accreted Balance		December 31, 2014 Accreted Balance		Coupon Rate⁽¹⁾		Effective Rate		Term (in Years)	Maturity Date
March 31, 2006⁽²⁾	$	255,308	$	255,261	$	255,250	6.00	%	6.00	%	10	March 31, 2016
October 12, 2010⁽³⁾	345,000		312,005		309,069		3.00	%	3.00	%	7	October 15, 2017
August 5, 2011⁽⁴⁾	250,000		249,760		249,744		5.00	%	5.00	%	7	August 15, 2018
March 16, 2010⁽⁴⁾	250,000		250,000		250,000		7.75	%	7.75	%	10	March 15, 2020
November 15, 2012⁽⁴⁾	200,000		200,000		200,000		4.50	%	4.50	%	10	December 1, 2022
June 27, 2005⁽²⁾⁽⁵⁾	7		7		7		4.00	%	4.00	%	20	June 15, 2025
March 26, 2007⁽⁶⁾	10,008		10,008		10,008		3.00	%	3.00	%	20	March 30, 2027
	$	1,310,323	$	1,277,041	$	1,274,078



	Scheduled Amortization		Principal Repayments		Revolving Credit Facility		Unsecured Term Loan		Trust Preferred Securities		Senior Unsecured Notes			Total		Joint Venture Debt
Remaining 2015	$	22,882	$	—	$	—	$	—	$	—	$	7	(1)	$	22,889	$	39,407
2016	47,360		100,311		—		—		—		255,308			402,979		534,026
2017	61,063		895,329		—		—		—		355,008			1,311,400		582,755
2018	64,462		16,000		—		—		—		250,000			330,462		2,196
2019	70,409		28,317		—		833,000		—		—			931,726		104,688
Thereafter	200,403		3,852,505		520,000		—		100,000		450,000			5,122,908		446,744
	$	466,579	$	4,892,462	$	520,000	$	833,000	$	100,000	$	1,310,323		$	8,122,364	$	1,709,816



	Net unrealized loss on derivative instruments⁽¹⁾			SL Green’s share of joint venture net unrealized loss on derivative instruments⁽²⁾			Unrealized gain and (loss) on marketable securities		Total
Balance at December 31, 2014	(9,498		)	(95		)	2,613		(6,980		)
Other comprehensive (loss) income before reclassifications	(7,198		)	(1,188		)	597		(7,789		)
Amounts reclassified from accumulated other comprehensive income	2,641			318			—		2,959
Balance at March 31, 2015	$	(14,055	)	$	(965	)	$	3,210	$	(11,810	)



	Net unrealized loss on derivative instruments⁽¹⁾			SLGOP’s share of joint venture net unrealized loss on derivative instruments⁽²⁾			Unrealized gain and (loss) on marketable securities		Total
Balance at December 31, 2014	(9,845		)	(100		)	2,689		(7,256		)
Other comprehensive (loss) income before reclassifications	(7,521		)	(1,237		)	650		(8,108		)
Amounts reclassified from accumulated other comprehensive income	2,747			331			—		3,078
Balance at March 31, 2015	$	(14,619	)	$	(1,006	)	$	3,339	$	(12,286	)



Acquisitions of real estate	$	(6,290	)
Capital expenditures and capitalized interest	1,096
Escrow cash-capital improvements/acquisition deposits	31,777
Joint venture investments	(64,806		)
Distributions from joint ventures	(27,012		)
Proceeds from sales of real estate/partial interest in property	376,344
Debt and preferred equity and other investments	(9,011		)
Increase in net cash provided by investing activities	$	302,098



Proceeds from our debt obligations	$	(59,216	)
Repayments under our debt obligations	(560,146		)
Noncontrolling interests, contributions in excess of distributions	(110,647		)
Other financing activities	24,021
Proceeds from stock options exercised and DRSPP issuance	100,848
Proceeds from issuance of common and preferred stock	120,573
Redemption of preferred stock	(200		)
Dividends and distributions paid	(11,251		)
Increase in net cash used in financing activities	$	(496,018	)