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,September 30, 2018
OR
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.Maryland13-3956755
SL Green Operating Partnership, L.P.Delaware13-3960938
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
420 Lexington Avenue, New York, NY 10170
(Address of principal executive offices—Zip Code)

(212) 594-2700
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
SL Green Realty Corp.    Yes x    No o            SL Green Operating Partnership, L.P.    Yes x    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 x    No o            SL Green Operating Partnership, L.P.    Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
SL Green Realty Corp.
Large accelerated filerx Accelerated filero
Non-accelerated filero (Do not check if a smaller reporting company) 
Smaller Reporting Companyo Emerging Growth Companyo
     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
SL Green Operating Partnership, L.P.
Large accelerated filero Accelerated filero
Non-accelerated filerx (Do not check if a smaller reporting company) 
Smaller Reporting Companyo Emerging Growth Companyo
     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
SL Green Realty Corp.    Yes o    No x            SL Green Operating Partnership, L.P.    Yes o    No x
As of May 9,October 30, 2018, 88,422,77185,270,726 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of May 9,October 30, 2018, 1,468,4381,022,921 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,September 30, 2018 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;subsidiaries, including SL Green Operating Partnership, L.P.; and references to "SL Green Operating Partnership, L.P.," the "Operating Partnership" or "SLGOP" mean SL Green Operating Partnership, L.P. and its consolidated subsidiaries. The terms "we," "our" and "us" mean the Company and all the entities owned or controlled by the Company, including the Operating Partnership.
The Company is a Maryland corporation which operates as a self-administered and self-managed real estate investment trust, or REIT, and is the sole managing general partner of the Operating Partnership. As 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.
As of March 31,September 30, 2018 the Company owns 94.98%94.90% of the outstanding general and limited partnership interest in the Operating Partnership. The Company alsoPartnership and owns 9,200,000 Series I Preferred Units of the Operating Partnership. As of March 31,September 30, 2018, noncontrolling investors held, in aggregate, a 5.02%5.10% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.
The Company and the Operating Partnership are managed and operated as one entity. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.
Noncontrolling interests in the Operating Partnership, stockholders' equity of the Company and partners' capital of the Operating Partnership are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership not owned by the Company are accounted as noncontrolling interests, within mezzanine equity, in the Company's and the Operating Partnership's consolidated financial statements.
We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:
Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and
Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
consolidated financial statements;
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.
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,September 30, 2018 (unaudited) and December 31, 2017
4
 Consolidated Statements of Operations for the three and nine months ended March 31,September 30, 2018 and 2017 (unaudited)
6
 Consolidated Statements of Comprehensive Income for the three and nine months ended March 31,September 30, 2018 and 2017 (unaudited)
7
Consolidated Statements of Equity for the three and nine months ended September 30, 2018 and 2017 (unaudited)
8
 Consolidated Statement of Equity for the three months ended March 31, 2018 (unaudited)
9
Consolidated Statements of Cash Flows for the threenine months ended March 31,September 30, 2018 and 2017 (unaudited)
10
   
 FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P. 
 Consolidated Balance Sheets as of March 31,September 30, 2018 (unaudited) and December 31, 2017
12
 Consolidated Statements of Operations for the three and nine months ended March 31,September 30, 2018 and 2017 (unaudited)
14
 Consolidated Statements of Comprehensive Income for the three and nine months ended March 31,September 30, 2018 and 2017 (unaudited)
15
Consolidated Statements of Capital for the three and nine months ended September 30, 2018 and 2017 (unaudited)
16
 Consolidated Statement of Capital for the three months ended March 31, 2018 (unaudited)
17
Consolidated Statements of Cash Flows for the threenine months ended March 31,September 30, 2018 and 2017 (unaudited)
18
 Notes to Consolidated Financial Statements (unaudited)
20
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
5355
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.)
6976
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
7178
Item 5.
Other Information
7279
Item 6.
Exhibits
7380
 Signatures
7481

Table of Contents


PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands)
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
(unaudited)  (unaudited)  
Assets      
Commercial real estate properties, at cost:      
Land and land interests
$2,098,406
 $2,357,051
$1,827,999
 $2,357,051
Building and improvements
5,206,982
 6,351,012
5,271,442
 6,351,012
Building leasehold and improvements
1,420,346
 1,450,614
1,427,381
 1,450,614
Properties under capital lease
47,445
 47,445
47,445
 47,445
8,773,179
 10,206,122
8,574,267
 10,206,122
Less: accumulated depreciation
(1,944,629) (2,300,116)(2,049,338) (2,300,116)
6,828,550
 7,906,006
6,524,929
 7,906,006
Assets held for sale67,819
 338,354
696,069
 338,354
Cash and cash equivalents288,808
 127,888
160,248
 127,888
Restricted cash89,457
 122,138
98,344
 122,138
Investments in marketable securities28,252
 28,579
28,538
 28,579
Tenant and other receivables, net of allowance of $18,363 and $18,637 in 2018 and 2017, respectively49,552
 57,644
Tenant and other receivables, net of allowance of $16,401 and $18,637 in 2018 and 2017, respectively44,614
 57,644
Related party receivables31,305
 23,039
21,425
 23,039
Deferred rents receivable, net of allowance of $16,897and $17,207 in 2018 and 2017, respectively320,547
 365,337
Debt and preferred equity investments, net of discounts and deferred origination fees of $24,998 and $25,507 in 2018 and 2017, respectively2,085,871
 2,114,041
Deferred rents receivable, net of allowance of $15,482 and $17,207 in 2018 and 2017, respectively329,325
 365,337
Debt and preferred equity investments, net of discounts and deferred origination fees of $16,973 and $25,507 in 2018 and 2017, respectively1,977,057
 2,114,041
Investments in unconsolidated joint ventures3,034,596
 2,362,989
3,070,825
 2,362,989
Deferred costs, net195,557
 226,201
202,500
 226,201
Other assets360,556
 310,688
301,130
 310,688
Total assets (1)
$13,380,870
 $13,982,904
$13,455,004
 $13,982,904
Liabilities      
Mortgages and other loans payable, net$2,433,994
 $2,837,282
$2,316,688
 $2,837,282
Revolving credit facility, net—
 30,336
136,734
 30,336
Unsecured term loan, net1,491,922
 1,491,575
1,492,550
 1,491,575
Unsecured notes, net1,396,320
 1,395,939
1,494,826
 1,395,939
Accrued interest payable36,808
 38,142
27,211
 38,142
Other liabilities103,654
 188,005
97,565
 188,005
Accounts payable and accrued expenses131,797
 137,142
141,082
 137,142
Deferred revenue177,896
 208,119
110,283
 208,119
Capital lease obligations
43,029
 42,843
43,416
 42,843
Deferred land leases payable3,403
 3,239
3,731
 3,239
Dividend and distributions payable82,337
 85,138
79,165
 85,138
Security deposits64,647
 67,927
64,501
 67,927
Liabilities related to assets held for sale42
 4,074
311,049
 4,074
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities100,000
 100,000
100,000
 100,000
Total liabilities (1)
6,065,849
 6,629,761
6,418,801
 6,629,761

4
Table of Contents

SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)

March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
(unaudited)  (unaudited)  
Commitments and contingencies—
 —
—
 —
Noncontrolling interests in Operating Partnership475,807
 461,954
467,743
 461,954
Preferred units301,585
 301,735
301,285
 301,735
      
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, 2018 and December 31, 2017221,932
 221,932
Common stock, $0.01 par value, 160,000 shares authorized and 90,190 and 93,858 issued and outstanding at March 31, 2018 and December 31, 2017, respectively (including 1,055 shares held in treasury at March 31, 2018 and December 31, 2017)902
 939
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2018 and December 31, 2017221,932
 221,932
Common stock, $0.01 par value, 160,000 shares authorized and 86,649 and 93,858 issued and outstanding at September 30, 2018 and December 31, 2017, respectively (including 1,055 shares held in treasury at September 30, 2018 and December 31, 2017)867
 939
Additional paid-in-capital4,776,594
 4,968,338
4,602,650
 4,968,338
Treasury stock at cost(124,049) (124,049)(124,049) (124,049)
Accumulated other comprehensive income28,573
 18,604
36,299
 18,604
Retained earnings1,583,833
 1,139,329
1,476,959
 1,139,329
Total SL Green stockholders' equity6,487,785
 6,225,093
6,214,658
 6,225,093
Noncontrolling interests in other partnerships49,844
 364,361
52,517
 364,361
Total equity6,537,629
 6,589,454
6,267,175
 6,589,454
Total liabilities and equity$13,380,870
 $13,982,904
$13,455,004
 $13,982,904
      
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $174.8 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $29.8 million and $330.9 million of accumulated depreciation, $706.0 million and $221.0 million of other assets included in other line items, $134.4 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.0 million and $42.8 million of capital lease obligations, and $17.7 million and $56.8 million of other liabilities included in other line items as of March 31, 2018 and December 31, 2017, respectively.
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $110.0 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $34.6 million and $330.9 million of accumulated depreciation, $991.3 million and $221.0 million of other assets included in other line items, $141.0 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.4 million and $42.8 million of capital lease obligations, and $203.4 million and $56.8 million of other liabilities included in other line items as of September 30, 2018 and December 31, 2017, respectively.
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $110.0 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $34.6 million and $330.9 million of accumulated depreciation, $991.3 million and $221.0 million of other assets included in other line items, $141.0 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.4 million and $42.8 million of capital lease obligations, and $203.4 million and $56.8 million of other liabilities included in other line items as of September 30, 2018 and December 31, 2017, respectively.


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

5
Table of Contents

SL Green Realty Corp.
Consolidated Statements of Operations
(unaudited, in thousands, except per share data)


  Three Months Ended March 31,
  2018 2017
Revenues    
Rental revenue, net $215,369
 $281,329
Escalation and reimbursement 26,399
 44,192
Investment income 45,290
 40,299
Other income 14,637
 11,561
Total revenues 301,695
 377,381
Expenses 
  
Operating expenses, including related party expenses of $3,834 in 2018 and $4,173 in 2017. 59,782
 74,506
Real estate taxes 45,661
 61,068
Ground rent 8,308
 8,308
Interest expense, net of interest income 47,916
 65,622
Amortization of deferred financing costs 3,537
 4,761
Depreciation and amortization 69,388
 94,134
Transaction related costs 162
 133
Marketing, general and administrative 23,528
 24,143
Total expenses 258,282
 332,675
Income before equity in net income from unconsolidated joint ventures, equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, purchase price and other fair value adjustments
gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities		 43,413
 44,706
Equity in net income from unconsolidated joint ventures 4,036
 6,614
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (6,440) 2,047
Purchase price and other fair value adjustments 49,293
 —
Gain on sale of real estate, net 23,521
 567
Depreciable real estate reserves —
 (56,272)
Gain on sale of investment in marketable securities —
 3,262
Net income 113,823
 924
Net (income) loss attributable to noncontrolling interests:    
Noncontrolling interests in the Operating Partnership
(5,272) (476)
Noncontrolling interests in other partnerships
(198) 17,491
Preferred units distributions
(2,849) (2,850)
Net income attributable to SL Green 105,504
 15,089
Perpetual preferred stock dividends (3,738) (3,738)
Net income attributable to SL Green common stockholders $101,766
 $11,351
     

6
Table of Contents

SL Green Realty Corp.
Consolidated Statements of Operations
(unaudited, in thousands, except per share data)


  Three Months Ended March 31,
  2018 2017
Amounts attributable to SL Green common stockholders:    
Income before depreciable real estate reserves and gains on sale and fair value adjustments $38,657
 $62,660
Purchase price and other fair value adjustments 46,868
 —
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (6,123) 1,957
Gain on sale of real estate, net 22,364
 542
Depreciable real estate reserves —
 (53,808)
Net income attributable to SL Green common stockholders $101,766
 $11,351
Basic earnings per share:    
Income before depreciable real estate reserves and gains on sale and fair value adjustments $0.43
 $0.62
Purchase price and other fair value adjustments 0.52
 —
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (0.07) 0.02
Gain on sale of real estate, net 0.24
 0.01
Depreciable real estate reserves —
 (0.54)
Net income attributable to SL Green common stockholders $1.12

$0.11
Diluted earnings per share:    
Income before depreciable real estate reserves and gains on sale and fair value adjustments $0.43
 $0.62
Purchase price and other fair value adjustments 0.52
 —
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (0.07) 0.02
Gain on sale of real estate, net 0.24
 0.01
Depreciable real estate reserves —
 (0.54)
Net income attributable to SL Green common stockholders $1.12
 $0.11
     
Dividends per share $0.8125
 $0.775
Basic weighted average common shares outstanding 90,520
 100,643
Diluted weighted average common shares and common share equivalents outstanding 95,256
 105,554


  Three Months Ended September 30, Nine Months Ended September 30,
  2018 2017 2018 2017
Revenues        
Rental revenue, net $221,763
 $274,765
 $648,501
 $835,501
Escalation and reimbursement 29,103
 44,749
 82,554
 131,561
Investment income 48,977
 47,820
 143,540
 148,741
Other income 7,702
 7,266
 35,761
 34,328
Total revenues 307,545
 374,600
 910,356
 1,150,131
Expenses 
   
  
Operating expenses, including related party expenses of $4,790 and $13,289 in 2018 and $5,505 and $14,941 in 2017, respectively. 56,852
 75,927
 172,871
 221,285
Real estate taxes 48,805
 64,160
 139,788
 186,173
Ground rent 9,507
 8,307
 26,661
 24,923
Interest expense, net of interest income 55,168
 65,634
 156,695
 196,112
Amortization of deferred financing costs 2,630
 4,008
 9,713
 12,201
Depreciation and amortization 70,747
 91,728
 208,049
 318,916
Loan loss and other investment reserves, net of recoveries 1,087
 —
 1,087
 —
Transaction related costs 163
 186
 673
 365
Marketing, general and administrative 20,594
 23,963
 66,601
 72,362
Total expenses 265,553
 333,913
 782,138
 1,032,337
         
Equity in net income from unconsolidated joint ventures 971
 4,078
 9,709
 14,104
(Loss) gain on sale of real estate, net (2,504) —
 6,227
 (3,256)
Depreciable real estate reserves (6,691) —
 (6,691) (85,336)
Purchase price and other fair value adjustments (3,057) —
 57,385
 —
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 70,937
 1,030
 136,522
 16,166
Gain on sale of investment in marketable securities —
 —
 —
 3,262
Loss on early extinguishment of debt (2,194) —
 (2,194) —
Net income 99,454
 45,795
 329,176
 62,734
Net (income) loss attributable to noncontrolling interests:        
Noncontrolling interests in the Operating Partnership
(4,797) (1,812) (15,656) (2,707)
Noncontrolling interests in other partnerships
136
 1,474
 (234) 18,179
Preferred units distributions
(2,846) (2,850) (8,542) (8,551)
Net income attributable to SL Green 91,947
 42,607
 304,744
 69,655
Perpetual preferred stock dividends (3,738) (3,738) (11,213) (11,213)
Net income attributable to SL Green common stockholders $88,209
 $38,869
 $293,531
 $58,442
         
Basic Earnings per Share $1.03
 $0.40
 $3.34
 $0.59
Diluted Earnings per Share $1.03
 $0.40
 $3.34
 $0.59
         
Basic weighted average common shares outstanding 85,566
 97,783
 87,692
 99,431
Diluted weighted average common shares and common share equivalents outstanding 90,428
 102,570
 92,580
 104,280
The accompanying notes are an integral part of these consolidated financial statements.

76
Table of Contents


SL Green Realty Corp.
Consolidated Statements of Comprehensive Income
(unaudited, in thousands)

 Three Months Ended March 31, Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017 2018 2017
Net income
$113,823
 $924

$99,454
 $45,795
 $329,176
 $62,734
Other comprehensive income (loss):

  

   
  
Change in net unrealized gain (loss) on derivative instruments, including SL Green's share of joint venture net unrealized gain (loss) on derivative instruments
10,913
 (1,075)
3,919
 (217) 18,809
 (3,812)
Change in unrealized gain on marketable securities
(325) (4,750)
Change in unrealized gain (loss) on marketable securities
(32) 44
 (39) (4,443)
Other comprehensive income (loss)
10,588
 (5,825)
3,887
 (173) 18,770
 (8,255)
Comprehensive income (loss)
124,411
 (4,901)
Comprehensive income
103,341
 45,622
 347,946
 54,479
Net (income) loss attributable to noncontrolling interests and preferred units distributions
(8,319) 17,491

(7,507) (3,188) (24,432) 6,921
Other comprehensive (loss) income attributable to noncontrolling interests
(619) 199
Other comprehensive (income) loss attributable to noncontrolling interests
(210) 4
 (1,075) 303
Comprehensive income attributable to SL Green
$115,473
 $12,789

$95,624
 $42,438
 $322,439
 $61,703


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


87
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SL Green Realty Corp.
Consolidated StatementStatements 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 Income		 
Retained
Earnings
 Noncontrolling
Interests		 Total Series I
Preferred
Stock		 Shares Par
Value		 Additional
Paid-
In-Capital		 Treasury
Stock		 Accumulated
Other
Comprehensive Income		 Retained
Earnings		 Noncontrolling
Interests		 Total
Balance at December 31, 2017 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,139,329
 $364,361
 $6,589,454
 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,139,329
 $364,361
 $6,589,454
Cumulative adjustment upon adoption of ASC 610-20             570,524
   570,524
             570,524
   570,524
Balance at January 1, 2018 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,709,853
 $364,361
 $7,159,978
 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,709,853
 $364,361
 $7,159,978
Net income             105,504
 198
 105,702
             212,797
 371
 213,168
Other comprehensive income           9,969
     9,969
           14,018
     14,018
Preferred dividends             (3,738)   (3,738)             (7,475)   (7,475)
DRSPP proceeds   1
   42
         42
   1
   64
         64
Conversion of units in the Operating Partnership for common stock   15
   1,560
         1,560
Reallocation of noncontrolling interest in the Operating Partnership             (4,493)   (4,493)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (20)   8,090
         8,090
Repurchases of common stock   (7,133) (72) (382,080)     (310,939)   (693,091)
Proceeds from stock options exercised   59
 1
 5,636
         5,637
Contributions to consolidated joint venture interests               1,828
 1,828
Deconsolidation of partially owned entity             
 (314,596) (314,596)
Cash distributions to noncontrolling interests               (724) (724)
Cash distributions declared ($1.625 per common share, none of which represented a return of capital for federal income tax purposes)             (141,908)   (141,908)
Balance at June 30, 2018 221,932
 85,725
 868
 4,601,608
 (124,049) 32,622
 1,457,835
 51,240
 6,242,056
Net income             91,947
 (136) 91,811
Other comprehensive income           3,677
     3,677
Preferred dividends             (3,738)   (3,738)
DRSPP proceeds   —
   52
         52
Conversion of units in the Operating Partnership for common stock   —
   —
         —
Reallocation of noncontrolling interest in the Operating Partnership             3,645
   3,645
             11,941
   11,941
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (19)   3,102
         3,102
   13
   4,634
         4,634
Repurchases of common stock   (3,654) (37) (195,617)     (159,090)   (354,744)   (253) (2) (13,579)     (11,655)   (25,236)
Proceeds from stock options exercised   4
   729
         729
   109
 1
 9,935
         9,936
Contributions to consolidated joint venture interests               157
 157
               3,072
 3,072
Deconsolidation of partially owned entity               (314,596) (314,596)               (520) (520)
Cash distributions to noncontrolling interests               (276) (276)               (1,139) (1,139)
Cash distributions declared ($0.8125 per common share, none of which represented a return of capital for federal income tax purposes)             (72,341)   (72,341)             (69,371)   (69,371)
Balance at March 31, 2018 $221,932
 89,135
 $902
 $4,776,594
 $(124,049) $28,573
 $1,583,833
 $49,844
 $6,537,629
Balance at September 30, 2018 $221,932
 85,594
 $867
 $4,602,650
 $(124,049) $36,299
 $1,476,959
 $52,517
 $6,267,175

8
Table of Contents

SL Green Realty Corp.
Consolidated Statements of Equity
(unaudited, in thousands, except per share data)


 SL Green Realty Corp. Stockholders  
    Common Stock          
  Series I
Preferred
Stock		 Shares Par
Value		 Additional
Paid-
In-Capital		 Treasury
Stock		 Accumulated
Other
Comprehensive Income		 Retained
Earnings		 Noncontrolling
Interests		 Total
Balance at December 31, 2016 $221,932
 100,562
 $1,017
 $5,624,545
 $(124,049) $22,137
 $1,578,893
 $426,436
 $7,750,911
Net income             27,048
 (16,705) 10,343
Other comprehensive loss           (7,783)     (7,783)
Preferred dividends             (7,475)   (7,475)
DRSPP proceeds   1
   111
         111
Conversion of units in the Operating Partnership for common stock   122
 1
 13,241
         13,242
Reallocation of noncontrolling interest in the Operating Partnership             (12,712)   (12,712)
Equity component of repurchased exchangeable senior notes       (18,824)         (18,824)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (8)   13,544
         13,544
Repurchases of common stock   (2,448) (24) (253,173)         (253,197)
Proceeds from stock options exercised   138
 1
 11,594
         11,595
Contributions to consolidated joint venture interests               33,009
 33,009
Deconsolidation of partially owned entity               (30,203) (30,203)
Cash distributions to noncontrolling interests               (609) (609)
Cash distributions declared ($1.55 per common share, none of which represented a return of capital for federal income tax purposes)             (154,312)   (154,312)
Balance at June 30, 2017 221,932
 98,367
 995
 5,391,038
 (124,049) 14,354
 1,431,442
 411,928
 7,347,640
Net income             42,607
 (1,474) 41,133
Other comprehensive income           (169)     (169)
Preferred dividends             (3,738)   (3,738)
DRSPP proceeds   1
   74
         74
Conversion of units in the Operating Partnership for common stock   20
 —
 2,111
         2,111
Reallocation of noncontrolling interest in the Operating Partnership   —
         15,381
   15,381
Equity component of repurchased exchangeable senior notes       (9,145)         (9,145)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   2
   6,511
         6,511
Repurchases of common stock   (952) (10) (96,784)         (96,794)
Proceeds from stock options exercised   8
 —
 695
         695
Contributions to consolidated joint venture interests               193
 193
Deconsolidation of partially owned entity               —
 —
Cash distributions to noncontrolling interests               (44,480) (44,480)
Cash distributions declared ($0.775 per common share, none of which represented a return of capital for federal income tax purposes)             (75,360)   (75,360)
Balance at September 30, 2017 $221,932
 97,446
 $985
 $5,294,500
 $(124,049) $14,185
 $1,410,332
 $366,167
 $7,184,052

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

9
Table of Contents

SL Green Realty Corp.
Consolidated Statements of Cash Flows
(unaudited, in thousands, except per share data)


Three Months Ended March 31,Nine Months Ended September 30,
2018 20172018 2017
Operating Activities      
Net income$113,823
 $924
$329,176
 $62,734
Adjustments to reconcile net income to net cash provided by operating activities:
 

 
Depreciation and amortization72,925
 98,895
217,762
 331,117
Equity in net income from unconsolidated joint ventures(4,036) (6,614)(9,709) (14,104)
Distributions of cumulative earnings from unconsolidated joint ventures7,510
 5,468
10,174
 19,609
Equity in net loss (gain) on sale of interest in unconsolidated joint venture interest/real estate6,440
 (2,047)
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate(136,522) (16,166)
Purchase price and other fair value adjustments(49,293) —
(57,385) —
Depreciable real estate reserves—
 56,272
6,691
 85,336
Gain on sale of real estate, net(23,521) (567)
(Gain) loss on sale of real estate, net(6,227) 3,256
Loan loss reserves and other investment reserves, net of recoveries1,087
 —
Gain on sale of investments in marketable securities—
 (3,262)—
 (3,262)
Loss on early extinguishment of debt2,194
 —
Deferred rents receivable(3,120) (11,722)(11,328) (33,523)
Other non-cash adjustments12,155
 23,245
8,907
 21,224
Changes in operating assets and liabilities:
  
  
Tenant and other receivables(1,847) 1,272
3,186
 (2,318)
Related party receivables(4,567) (3,211)5,186
 (8,238)
Deferred lease costs(7,679) (9,421)(31,828) (31,479)
Other assets(47,826) (45,356)(52,172) (58,068)
Accounts payable, accrued expenses, other liabilities and security deposits18,890
 (16,327)20,715
 773
Deferred revenue and land leases payable4,692
 25,600
17,638
 55,361
Net cash provided by operating activities94,546

113,149
317,545

412,252
Investing Activities      
Acquisitions of real estate property(1,276) —
(40,279) (25,114)
Additions to land, buildings and improvements(51,631) (101,090)(163,750) (251,906)
Acquisition deposits and deferred purchase price(3,020) —
Investments in unconsolidated joint ventures(51,158) (8,000)(298,836) (112,697)
Distributions in excess of cumulative earnings from unconsolidated joint ventures142,694
 37,811
208,724
 279,478
Net proceeds from disposition of real estate/joint venture interest409,867
 3,000
892,350
 160,649
Proceeds from sale or redemption of marketable securities—
 54,363
—
 55,129
Other investments(21,687) 21,721
991
 46,955
Origination of debt and preferred equity investments(229,428) (402,453)(652,309) (935,724)
Repayments or redemption of debt and preferred equity investments261,641
 411,969
553,341
 707,676
Net cash provided by investing activities456,002
 17,321
Net cash provided by (used in) investing activities500,232
 (75,554)

10
Table of Contents

SL Green Realty Corp.
Consolidated Statements of Cash Flows
(unaudited, in thousands, except per share data)

Three Months Ended March 31,Nine Months Ended September 30,
2018 20172018 2017
Financing Activities      
Proceeds from mortgages and other loans payable$99,115
 $778,445
$339,125
 $779,650
Repayments of mortgages and other loans payable(9,406) (680,572)(351,080) (706,056)
Proceeds from revolving credit facility and senior unsecured notes455,000
 277,800
2,205,000
 1,447,800
Repayments of revolving credit facility and senior unsecured notes(495,000) (277,800)(2,000,000) (1,270,804)
Proceeds from stock options exercised and DRIP issuance771
 8,808
15,689
 12,475
Repurchase of common stock(382,679) (102)(760,073) (349,991)
Redemption of preferred stock(150) —
(350) (125)
Distributions to noncontrolling interests in other partnerships(276) (469)(1,863) (45,089)
Contributions from noncontrolling interests in other partnerships157
 31,947
4,900
 33,202
Distributions to noncontrolling interests in the Operating Partnership(3,841) (3,537)(11,469) (10,639)
Dividends paid on common and preferred stock(81,729) (84,179)(237,007) (251,701)
Other obligations related to loan participations(3,842) 16,737
Tax withholdings related to restricted share awards(3,842) (3,816)16
 (3,879)
Deferred loan costs and capitalized lease obligation(429) (7,712)(8,257) (8,993)
Net cash (used in) provided by financing activities(422,309) 38,813
Net increase in cash, cash equivalents, and restricted cash128,239
 169,283
Net cash used in financing activities(809,211) (357,413)
Net increase (decrease) in cash, cash equivalents, and restricted cash8,566
 (20,715)
Cash, cash equivalents, and restricted cash at beginning of year250,026
 369,967
250,026
 369,967
Cash, cash equivalents, and restricted cash at end of period$378,265
 $539,250
$258,592
 $349,252
     
Supplemental Disclosure of Non-Cash Investing and Financing Activities:      
Issuance of units in the Operating Partnership$15,448
 $18,240
$—
 $23,273
Redemption of units in the Operating Partnership for stock—
 13,112
Derivative instruments at fair value6,937
 4,734
Conversion of units in the Operating Partnership for common stock1,560
 15,352
Redemption of units in the Operating Partnership for the sale of a joint venture10,445
 —
Tenant improvements and capital expenditures payable15,952
 7,087
16,246
 8,926
Fair value adjustment to noncontrolling interest in Operating Partnership3,645
 15,548
7,448
 2,669
Deconsolidation of subsidiaries298,403
 —
298,391
 328,643
Transfer of assets related to assets held for sale—
 54,694
734,008
 273,455
Transfer of liabilities related to assets held for sale—
 43
310,496
 1,290
Deferred leasing payable1,203
 1,455
Removal of fully depreciated commercial real estate properties106,142
 2,043
115,320
 11,158
Share repurchase payable27,935
 —
41,746
 —

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
Three Months Ended March 31,Nine Months Ended September 30,
2018 20172018 2017
Cash and cash equivalents$288,808
 $468,035
$160,248
 $241,489
Restricted cash89,457
 71,215
98,344
 107,763
Total cash, cash equivalents, and restricted cash$378,265
 $539,250
$258,592
 $349,252
The accompanying notes are an integral part of these consolidated financial statements.


11
Table of Contents
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands)


 March 31, 2018 December 31, 2017 September 30, 2018 December 31, 2017
 (unaudited)   (unaudited)  
Assets        
Commercial real estate properties, at cost:        
Land and land interests
 $2,098,406
 $2,357,051
 $1,827,999
 $2,357,051
Building and improvements
 5,206,982
 6,351,012
 5,271,442
 6,351,012
Building leasehold and improvements
 1,420,346
 1,450,614
 1,427,381
 1,450,614
Properties under capital lease
 47,445
 47,445
 47,445
 47,445
 8,773,179
 10,206,122
 8,574,267
 10,206,122
Less: accumulated depreciation
 (1,944,629) (2,300,116) (2,049,338) (2,300,116)
 6,828,550
 7,906,006
 6,524,929
 7,906,006
Assets held for sale 67,819
 338,354
 696,069
 338,354
Cash and cash equivalents 288,808
 127,888
 160,248
 127,888
Restricted cash 89,457
 122,138
 98,344
 122,138
Investments in marketable securities 28,252
 28,579
 28,538
 28,579
Tenant and other receivables, net of allowance of $18,363 and $18,637 in 2018 and 2017, respectively 49,552
 57,644
Tenant and other receivables, net of allowance of $16,401 and $18,637 in 2018 and 2017, respectively 44,614
 57,644
Related party receivables 31,305
 23,039
 21,425
 23,039
Deferred rents receivable, net of allowance of $16,897and $17,207 in 2018 and 2017, respectively 320,547
 365,337
Debt and preferred equity investments, net of discounts and deferred origination fees of $24,998 and $25,507 in 2018 and 2017, respectively 2,085,871
 2,114,041
Deferred rents receivable, net of allowance of $15,482 and $17,207 in 2018 and 2017, respectively 329,325
 365,337
Debt and preferred equity investments, net of discounts and deferred origination fees of $16,973 and $25,507 in 2018 and 2017, respectively 1,977,057
 2,114,041
Investments in unconsolidated joint ventures 3,034,596
 2,362,989
 3,070,825
 2,362,989
Deferred costs, net 195,557
 226,201
 202,500
 226,201
Other assets 360,556
 310,688
 301,130
 310,688
Total assets (1)
 $13,380,870
 $13,982,904
 $13,455,004
 $13,982,904
Liabilities        
Mortgages and other loans payable, net $2,433,994
 $2,837,282
 $2,316,688
 $2,837,282
Revolving credit facility, net —
 30,336
 136,734
 30,336
Unsecured term loan, net 1,491,922
 1,491,575
 1,492,550
 1,491,575
Unsecured notes, net 1,396,320
 1,395,939
 1,494,826
 1,395,939
Accrued interest payable 36,808
 38,142
 27,211
 38,142
Other liabilities 103,654
 188,005
 97,565
 188,005
Accounts payable and accrued expenses 131,797
 137,142
 141,082
 137,142
Deferred revenue 177,896
 208,119
 110,283
 208,119
Capital lease obligations
 43,029
 42,843
 43,416
 42,843
Deferred land leases payable 3,403
 3,239
 3,731
 3,239
Dividend and distributions payable 82,337
 85,138
 79,165
 85,138
Security deposits 64,647
 67,927
 64,501
 67,927
Liabilities related to assets held for sale 42
 4,074
 311,049
 4,074
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities 100,000
 100,000
 100,000
 100,000
Total liabilities (1)
 6,065,849
 6,629,761
 6,418,801
 6,629,761
Commitments and contingencies —
 —
 —
 —
Limited partner interests in SLGOP (4,715 and 4,453 limited partner common units outstanding at March 31, 2018 and December 31, 2017, respectively) 475,807
 461,954
Limited partner interests in SLGOP (4,601 and 4,453 limited partner common units outstanding at September 30, 2018 and December 31, 2017, respectively) 467,743
 461,954
Preferred units 301,585
 301,735
 301,285
 301,735

12
Table of Contents
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands)


 March 31, 2018 December 31, 2017 September 30, 2018 December 31, 2017
 (unaudited)   (unaudited)  
Capital        
SLGOP partners' capital:        
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2018 and December 31, 2017 221,932
 221,932
SL Green partners' capital (939 and 973 general partner common units and 88,196 and 91,831 limited partner common units outstanding at March 31, 2018 and December 31, 2017, respectively) 6,237,280
 5,984,557
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2018 and December 31, 2017 221,932
 221,932
SL Green partners' capital (908 and 973 general partner common units and 85,215 and 91,831 limited partner common units outstanding at September 30, 2018 and December 31, 2017, respectively) 5,956,427
 5,984,557
Accumulated other comprehensive income 28,573
 18,604
 36,299
 18,604
Total SLGOP partners' capital 6,487,785
 6,225,093
 6,214,658
 6,225,093
Noncontrolling interests in other partnerships 49,844
 364,361
 52,517
 364,361
Total capital 6,537,629
 6,589,454
 6,267,175
 6,589,454
Total liabilities and capital $13,380,870
 $13,982,904
 $13,455,004
 $13,982,904
        
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $174.8 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $29.8 million and $330.9 million of accumulated depreciation, $706.0 million and $221.0 million of other assets included in other line items, $134.4 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.0 million and $42.8 million of capital lease obligations, and $17.7 million and $56.8 million of other liabilities included in other line items as of March 31, 2018 and December 31, 2017, respectively.
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $110.0 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $34.6 million and $330.9 million of accumulated depreciation, $991.3 million and $221.0 million of other assets included in other line items, $141.0 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.4 million and $42.8 million of capital lease obligations, and $203.4 million and $56.8 million of other liabilities included in other line items as of September 30, 2018 and December 31, 2017, respectively.
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $110.0 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $34.6 million and $330.9 million of accumulated depreciation, $991.3 million and $221.0 million of other assets included in other line items, $141.0 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.4 million and $42.8 million of capital lease obligations, and $203.4 million and $56.8 million of other liabilities included in other line items as of September 30, 2018 and December 31, 2017, respectively.


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

13
Table of Contents

SL Green Operating Partnership, L.P.
Consolidated Statements of Operations
(unaudited, in thousands, except per unit data)



  Three Months Ended March 31,
  2018 2017
Revenues    
Rental revenue, net $215,369
 $281,329
Escalation and reimbursement 26,399
 44,192
Investment income 45,290
 40,299
Other income 14,637
 11,561
Total revenues 301,695
 377,381
Expenses 
  
Operating expenses, including related party expenses of $3,834 in 2018 and $4,173 in 2017. 59,782
 74,506
Real estate taxes 45,661
 61,068
Ground rent 8,308
 8,308
Interest expense, net of interest income 47,916
 65,622
Amortization of deferred financing costs 3,537
 4,761
Depreciation and amortization 69,388
 94,134
Transaction related costs 162
 133
Marketing, general and administrative 23,528
 24,143
Total expenses 258,282
 332,675
Income before equity in net income from unconsolidated joint ventures, equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, purchase price and other fair value adjustments
gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities		 43,413
 44,706
Equity in net income from unconsolidated joint ventures 4,036
 6,614
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (6,440) 2,047
Purchase price and other fair value adjustments 49,293
 —
Gain on sale of real estate, net 23,521
 567
Depreciable real estate reserves —
 (56,272)
Gain on sale of investment in marketable securities —
 3,262
Net income 113,823
 924
Net (income) loss attributable to noncontrolling interests:    
Noncontrolling interests in other partnerships (198) 17,491
Preferred units distributions (2,849) (2,850)
Net income attributable to SLGOP 110,776
 15,565
Perpetual preferred unit distributions (3,738) (3,738)
Net income attributable to SLGOP common unitholders $107,038
 $11,827

14
Table of Contents

SL Green Operating Partnership, L.P.
Consolidated Statements of Operations
(unaudited, in thousands, except per unit data)


  Three Months Ended March 31,
  2018 2017
Amounts attributable to SLGOP common unitholders:    
Income before depreciable real estate reserves and gains on sale and fair value adjustments
$40,664

$65,485
Purchase price and other fair value adjustments 49,293
 —
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (6,440) 2,047
Gain on sale of real estate, net 23,521
 567
Depreciable real estate reserves —
 (56,272)
Net income attributable to SLGOP common unitholders
 $107,038
 $11,827
Basic earnings per unit:    
Income before depreciable real estate reserves and gains on sale and fair value adjustments $0.43
 $0.62
Purchase price and other fair value adjustments 0.52
 —
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (0.07) 0.02
Gain on sale of real estate, net 0.24
 0.01
Depreciable real estate reserves —
 (0.54)
Net income attributable to SLGOP common unitholders
$1.12

$0.11
Diluted earnings per unit:    
Income before depreciable real estate reserves and gains on sale and fair value adjustments $0.43
 $0.62
Purchase price and other fair value adjustments 0.52
 —
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (0.07) 0.02
Gain on sale of real estate, net 0.24
 0.01
Depreciable real estate reserves —
 (0.54)
Net income attributable to SLGOP common unitholders $1.12
 $0.11
     
Dividends per unit $0.8125
 $0.775
Basic weighted average common units outstanding 95,203
 105,250
Diluted weighted average common units and common unit equivalents outstanding 95,256
 105,554
  Three Months Ended September 30, Nine Months Ended September 30,
  2018
2017 2018 2017
Revenues        
Rental revenue, net $221,763
 $274,765
 $648,501
 $835,501
Escalation and reimbursement 29,103
 44,749
 82,554
 131,561
Investment income 48,977
 47,820
 143,540
 148,741
Other income 7,702
 7,266
 35,761
 34,328
Total revenues 307,545
 374,600
 910,356
 1,150,131
Expenses 
   
  
Operating expenses, including related party expenses of $4,790 and $13,289 in 2018 and $5,505 and $14,941 in 2017, respectively. 56,852
 75,927
 172,871
 221,285
Real estate taxes 48,805
 64,160
 139,788
 186,173
Ground rent 9,507
 8,307
 26,661
 24,923
Interest expense, net of interest income 55,168
 65,634
 156,695
 196,112
Amortization of deferred financing costs 2,630
 4,008
 9,713
 12,201
Depreciation and amortization 70,747
 91,728
 208,049
 318,916
Loan loss and other investment reserves, net of recoveries 1,087
 —
 1,087
 —
Transaction related costs 163
 186
 673
 365
Marketing, general and administrative 20,594
 23,963
 66,601
 72,362
Total expenses 265,553
 333,913
 782,138
 1,032,337
         
Equity in net income from unconsolidated joint ventures 971
 4,078
 9,709
 14,104
(Loss) gain on sale of real estate, net (2,504) —
 6,227
 (3,256)
Depreciable real estate reserves (6,691) —
 (6,691) (85,336)
Purchase price and other fair value adjustments (3,057) —
 57,385
 —
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 70,937
 1,030
 136,522
 16,166
Gain on sale of investment in marketable securities —
 —
 —
 3,262
Loss on early extinguishment of debt (2,194) —
 (2,194) —
Net income 99,454
 45,795
 329,176
 62,734
Net loss (income) attributable to noncontrolling interests:        
Noncontrolling interests in other partnerships 136
 1,474
 (234) 18,179
Preferred units distributions (2,846) (2,850) (8,542) (8,551)
Net income attributable to SLGOP 96,744
 44,419
 320,400
 72,362
Perpetual preferred unit distributions (3,738) (3,738) (11,213) (11,213)
Net income attributable to SLGOP common unitholders $93,006
 $40,681
 $309,187
 $61,149
         
Basic Earnings per Unit $1.03
 $0.40
 $3.34
 $0.59
Diluted Earnings per Unit $1.03
 $0.40
 $3.34
 $0.59
         
Basic weighted average common units outstanding 90,209
 102,326
 92,369
 104,001
Diluted weighted average common units and common unit equivalents outstanding 90,428
 102,570
 92,580
 104,280


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


1514
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 September 30, Nine Months Ended September 30,
 2018
2017 2018
2017 2018 2017
Net income $113,823
 $924
 $99,454
 $45,795
 $329,176
 $62,734
Other comprehensive income (loss):            
Change in net unrealized gain on derivative instruments, including SLGOP's share of joint venture net unrealized gain on derivative instruments 10,913
 (1,075) 3,919
 (217) 18,809
 (3,812)
Change in unrealized gain on marketable securities (325) (4,750)
Change in unrealized gain (loss) on marketable securities (32) 44
 (39) (4,443)
Other comprehensive income (loss) 10,588
 (5,825) 3,887
 (173) 18,770
 (8,255)
Comprehensive income (loss) 124,411
 (4,901)
Net (loss) income attributable to noncontrolling interests (198) 17,491
Other comprehensive (loss) income attributable to noncontrolling interests (619) 199
Comprehensive income 103,341
 45,622
 347,946
 54,479
Net income loss (income) attributable to noncontrolling interests 136
 1,474
 (234) 18,179
Other comprehensive (income) loss attributable to noncontrolling interests (210) 4
 (1,075) 303
Comprehensive income attributable to SLGOP $123,594
 $12,789
 $103,267
 $47,100
 $346,637
 $72,961


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


1615
Table of Contents

SL Green Operating Partnership, L.P.
Consolidated StatementStatements of Capital
(unaudited, in thousands, except per unit data)



 SL Green Operating Partnership Unitholders     SL Green Operating Partnership Unitholders    
   Partners' Interest         Partners' Interest      
 
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income		 Noncontrolling
Interests		 Total 
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income		 Noncontrolling
Interests		 Total
Balance at December 31, 2017 $221,932
 92,803
 $5,984,557
 $18,604
 $364,361
 $6,589,454
 $221,932
 92,803
 $5,984,557
 $18,604
 $364,361
 $6,589,454
Cumulative adjustment upon adoption of ASC 610-20     570,524
     570,524
     570,524
     570,524
Balance at January 1, 2018 $221,932
 92,803
 $6,555,081
 $18,604
 $364,361
 $7,159,978
 $221,932
 92,803
 $6,555,081
 $18,604
 $364,361
 $7,159,978
Net income     105,504
   198
 105,702
     212,797
   371
 213,168
Other comprehensive income       9,969
 

 9,969
       14,018
 

 14,018
Preferred distributions     (3,738)     (3,738)     (7,475)     (7,475)
DRSPP proceeds   1
 42
     42
   1
 64
     64
Conversion of common units   15
 1,560
     1,560
Reallocation of noncontrolling interests in the operating partnership     (4,493)     (4,493)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (20) 8,090
     8,090
Repurchases of common stock   (7,133) (693,091)     (693,091)
Contribution to consolidated joint venture interests         1,828
 1,828
Deconsolidation of partially owned entity         (314,596) (314,596)
Contributions - proceeds from stock options exercised   59
 5,637
     5,637
Cash distributions to noncontrolling interests         (724) (724)
Cash distributions declared ($1.625 per common unit, none of which represented a return of capital for federal income tax purposes)     (141,908)     (141,908)
Balance at June 30, 2018 221,932
 85,725
 5,936,262
 32,622
 51,240
 6,242,056
Net income     91,947
   (136) 91,811
Other comprehensive income       3,677
   3,677
Preferred distributions     (3,738)     (3,738)
DRSPP proceeds   —
 52
     52
Conversion of common units   —
 —
     —
Reallocation of noncontrolling interests in the operating partnership     3,645
     3,645
     11,941
     11,941
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (19) 3,102
     3,102
   13
 4,634
     4,634
Repurchases of common stock   (3,654) (354,744)     (354,744)   (253) (25,236)     (25,236)
Contribution to consolidated joint venture interests         157
 157
         3,072
 3,072
Deconsolidation of partially owned entity         (314,596) (314,596)         (520) (520)
Contributions - proceeds from stock options exercised   4
 729
     729
   109
 9,936
     9,936
Cash distributions to noncontrolling interests         (276) (276)         (1,139) (1,139)
Cash distributions declared ($0.8125 per common unit, none of which represented a return of capital for federal income tax purposes)     (72,341)     (72,341)     (69,371)     (69,371)
Balance at March 31, 2018 $221,932
 89,135
 $6,237,280
 $28,573
 $49,844
 $6,537,629
Balance at September 30, 2018 $221,932
 $85,594
 $5,956,427
 $36,299
 $52,517
 $6,267,175
   

16
Table of Contents

SL Green Operating Partnership, L.P.
Consolidated Statements of Capital
(unaudited, in thousands, except per unit data)



  SL Green Operating Partnership Unitholders    
    Partners' Interest      
  
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income		 Noncontrolling
Interests		 Total
Balance at December 31, 2016 $221,932
 100,562
 $7,080,406
 $22,137
 $426,436
 $7,750,911
Net income     27,048
   (16,705) 10,343
Other comprehensive income       (7,783)   (7,783)
Preferred distributions     (7,475)     (7,475)
DRSPP proceeds   1
 111
     111
Conversion of common units   122
 13,242
     13,242
Reallocation of noncontrolling interests in the operating partnership     (12,712)     (12,712)
Equity component of repurchased exchangeable senior notes     (18,824)     (18,824)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (8) 13,544
     13,544
Repurchases of common stock   (2,448) (253,197)     (253,197)
Contribution to consolidated joint venture interests         33,009
 33,009
Deconsolidation of partially owned entity         (30,203) (30,203)
Contributions - proceeds from stock options exercised   138
 11,595
     11,595
Cash distributions to noncontrolling interests         (609) (609)
Cash distributions declared ($1.55 per common unit, none of which represented a return of capital for federal income tax purposes)     (154,312)     (154,312)
Balance at June 30, 2017 221,932
 98,367
 6,699,426
 14,354
 411,928
 7,347,640
Net income     42,607
   (1,474) 41,133
Other comprehensive income       (169)   (169)
Preferred distributions     (3,738)     (3,738)
DRSPP proceeds   1
 74
     74
Conversion of common units   20
 2,111
     2,111
Reallocation of noncontrolling interests in the operating partnership     15,381
     15,381
Equity component of repurchased exchangeable senior notes     (9,145)     (9,145)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   2
 6,511
     6,511
Repurchases of common stock   (952) (96,794)     (96,794)
Contribution to consolidated joint venture interests         193
 193
Deconsolidation of partially owned entity           —
Contributions - proceeds from stock options exercised   8
 695
     695
Cash distributions to noncontrolling interests         (44,480) (44,480)
Cash distributions declared ($0.775 per common unit, none of which represented a return of capital for federal income tax purposes)     (75,360)     (75,360)
Balance at September 30, 2017 $221,932
 $97,446
 $6,581,768
 $14,185
 $366,167
 $7,184,052


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


17
Table of Contents

SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(unaudited, in thousands)



Three Months Ended March 31,Nine Months Ended September 30,
2018
20172018
2017
Operating Activities      
Net income$113,823
 $924
$329,176
 $62,734
Adjustments to reconcile net income to net cash provided by operating activities:
  
  
Depreciation and amortization72,925
 98,895
217,762
 331,117
Equity in net income from unconsolidated joint ventures(4,036) (6,614)(9,709) (14,104)
Distributions of cumulative earnings from unconsolidated joint ventures7,510
 5,468
10,174
 19,609
Equity in net loss (gain) on sale of interest in unconsolidated joint venture interest/real estate6,440
 (2,047)
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate(136,522) (16,166)
Purchase price and other fair value adjustments(49,293) —
(57,385) —
Depreciable real estate reserves—
 56,272
6,691
 85,336
Gain on sale of real estate, net(23,521) (567)
(Gain) loss on sale of real estate, net(6,227) 3,256
Loan loss reserves and other investment reserves, net of recoveries1,087
 —
Gain on sale of investments in marketable securities—
 (3,262)—
 (3,262)
Loss on early extinguishment of debt2,194
 —
Deferred rents receivable(3,120) (11,722)(11,328) (33,523)
Other non-cash adjustments12,155
 23,245
8,907
 21,224
Changes in operating assets and liabilities:
  
  
Tenant and other receivables(1,847) 1,272
3,186
 (2,318)
Related party receivables(4,567) (3,211)5,186
 (8,238)
Deferred lease costs(7,679) (9,421)(31,828) (31,479)
Other assets(47,826) (45,356)(52,172) (58,068)
Accounts payable, accrued expenses, other liabilities and security deposits18,890
 (16,327)20,715
 773
Deferred revenue and land leases payable4,692
 25,600
17,638
 55,361
Net cash provided by operating activities94,546
 113,149
317,545
 412,252
Investing Activities
  
  
Acquisitions of real estate property(1,276) —
(40,279) (25,114)
Additions to land, buildings and improvements(51,631) (101,090)(163,750) (251,906)
Acquisition deposits and deferred purchase price(3,020) —
Investments in unconsolidated joint ventures(51,158) (8,000)(298,836) (112,697)
Distributions in excess of cumulative earnings from unconsolidated joint ventures142,694
 37,811
208,724
 279,478
Net proceeds from disposition of real estate/joint venture interest409,867
 3,000
892,350
 160,649
Proceeds from sale or redemption of marketable securities—
 54,363
—
 55,129
Other investments(21,687) 21,721
991
 46,955
Origination of debt and preferred equity investments(229,428) (402,453)(652,309) (935,724)
Repayments or redemption of debt and preferred equity investments261,641
 411,969
553,341
 707,676
Net cash provided by investing activities456,002
 17,321
Net cash provided by (used in) investing activities500,232
 (75,554)
      

18
Table of Contents

SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(unaudited, in thousands)


Three Months Ended March 31,Nine Months Ended September 30,
2018
20172018
2017
Financing Activities      
Proceeds from mortgages and other loans payable$99,115
 $778,445
$339,125
 $779,650
Repayments of mortgages and other loans payable(9,406) (680,572)(351,080) (706,056)
Proceeds from revolving credit facility and senior unsecured notes455,000
 277,800
2,205,000
 1,447,800
Repayments of revolving credit facility and senior unsecured notes(495,000) (277,800)(2,000,000) (1,270,804)
Proceeds from stock options exercised and DRIP issuance771
 8,808
15,689
 12,475
Repurchase of common stock(382,679) (102)(760,073) (349,991)
Redemption of preferred stock(150) —
(350) (125)
Distributions to noncontrolling interests in other partnerships(276) (469)(1,863) (45,089)
Contributions from noncontrolling interests in other partnerships157
 31,947
4,900
 33,202
Distributions paid on common and preferred units(85,570) (87,716)(248,476) (262,340)
Other obligations related to loan participations(3,842) 16,737
Tax withholdings related to restricted share awards(3,842)
(3,816)16

(3,879)
Deferred loan costs and capitalized lease obligation(429) (7,712)(8,257) (8,993)
Net cash (used in) provided by financing activities(422,309) 38,813
Net increase in cash, cash equivalents, and restricted cash128,239
 169,283
Net cash used in financing activities(809,211) (357,413)
Net increase (decrease) in cash, cash equivalents, and restricted cash8,566
 (20,715)
Cash, cash equivalents, and restricted cash at beginning of year250,026
 369,967
250,026
 369,967
Cash, cash equivalents, and restricted cash at end of period$378,265
 $539,250
$258,592
 $349,252
      
Supplemental Disclosure of Non-Cash Investing and Financing Activities:      
Issuance of units in the Operating Partnership$15,448
 $18,240
$—
 $23,273
Redemption of units in the Operating Partnership for stock—
 13,112
Derivative instruments at fair value6,937
 4,734
Conversion of units in the Operating Partnership for common stock1,560
 15,352
Redemption of units in the Operating Partnership for the sale of a joint venture10,445
 —
Tenant improvements and capital expenditures payable15,952
 7,087
16,246
 8,926
Fair value adjustment to noncontrolling interest in Operating Partnership3,645
 15,548
7,448
 2,669
Deconsolidation of subsidiaries298,403
 —
298,391
 328,643
Transfer of assets related to assets held for sale—
 54,694
734,008
 273,455
Transfer of liabilities related to assets held for sale—
 43
310,496
 1,290
Deferred leasing payable1,203
 1,455
Removal of fully depreciated commercial real estate properties106,142
 2,043
115,320
 11,158
Share repurchase payable27,935
 —

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
Three Months Ended March 31,Three Months Ended March 31,
2018 20172018 2017
Cash and cash equivalents$288,808
 $468,035
$160,248
 $241,489
Restricted cash89,457
 71,215
98,344
 107,763
Total cash, cash equivalents, and restricted cash$378,265
 $539,250
$258,592
 $349,252
    





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

19
Table of Contents


SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements
March 31,September 30, 2018
(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. All of the management, leasing and construction services that are provided to the properties that are wholly-owned by us and that are provided to certain joint ventures are conducted through SL Green Management LLC 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,September 30, 2018, noncontrolling investors held, in the aggregate, a 5.02%5.10% 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".Statements."
Reckson Associates Realty Corp., or Reckson, and Reckson Operating Partnership, L.P., or ROP, are wholly-owned subsidiaries of SL Green Realty Corp.
As of March 31,September 30, 2018, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:

20
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

 
 Consolidated Unconsolidated Total 
 
 Consolidated Unconsolidated Total 
Location 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)
 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 20

12,387,091
 11
 12,165,164
 31
 24,552,255
 94.2% Office 21
(2)12,756,091
 10
 11,491,164
 31
 24,247,255
 94.5%

 Retail 4
(2)302,583
 9
 347,970
 13
 650,553
 94.2% Retail 5
(3)312,623
 9
 352,174
 14
 664,797
 98.4%

 Development/Redevelopment 8

318,985
 3
 416,214
 11
 735,199
 44.4% Development/Redevelopment 7

308,945
 2
 347,000
 9
 655,945
 40.1%

 Fee Interest 1

176,530
 1
 —
 2
 176,530
 100.0% Fee Interest —

—
 1
 —
 1
 —
 —%

 
 33

13,185,189
 24
 12,929,348
 57
 26,114,537
 92.8% 
 33

13,377,659
 22
 12,190,338
 55
 25,567,997
 93.2%
Suburban Office 20
(3)3,013,200
 2
 640,000
 22
 3,653,200
 83.1% Office 13

2,295,200
 —
 —
 13
 2,295,200
 91.6%

 Retail 1

52,000
 —
 —
 1
 52,000
 100.0% Retail 1

52,000
 —
 —
 1
 52,000
 100.0%

 Development/Redevelopment 1

1,000
 1
 —
 2
 1,000
 —% Development/Redevelopment 1

1,000
 —
 —
 1
 1,000
 —%

 
 22

3,066,200
 3
 640,000
 25
 3,706,200
 83.3% 
 15

2,348,200
 —
 —
 15
 2,348,200
 91.7%
Total commercial propertiesTotal commercial properties 55

16,251,389
 27
 13,569,348
 82
 29,820,737
 91.6%Total commercial properties 48

15,725,859
 22
 12,190,338
 70
 27,916,197
 93.1%
Residential: 
 


 
 
 
 
 
 
 


 
 
 
 
 
Manhattan Residential 3
(2)472,105
 10
 2,156,751
 13
 2,628,856
 88.9% Residential 4
(3)(4)511,097
 10
 2,156,751
 14
 2,667,848
 92.4%
Suburban Residential —

—
 —
 —
 —
 —
 —% Residential —

—
 —
 —
 —
 —
 —%
Total residential propertiesTotal residential properties 3

472,105
 10
 2,156,751
 13
 2,628,856
 88.9%Total residential properties 4

511,097
 10
 2,156,751
 14
 2,667,848
 92.4%
Total portfolioTotal portfolio 58

16,723,494
 37
 15,726,099
 95
 32,449,593
 91.4%Total portfolio 52

16,236,956
 32
 14,347,089
 84
 30,584,045
 93.0%
   
(1)The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
(2)Includes 2 Herald Square, which is under contract for sale of a joint venture interest and has been classified as held for sale as of September 30, 2018.
(3)As of March 31,September 30, 2018, we owned a building at 315 West 33rd Street, also known as The Olivia, 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 this building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
(3)(4)Includes the properties at 115-117 StevensUpper East Side Residential Assemblage and 1231 Third Avenue, in Valhalla, New York, and 1-6 International Drive in Rye Brook, New York which are classified as held for sale at March 31,September 30, 2018.
As of March 31,September 30, 2018, we also managed an approximately 336,000 square foot (unaudited) office building owned by a third party and held debt and preferred equity investments with a book value of $2.1 billion, including $0.1 billion of debt and preferred equity investments and other financing receivables that are included in balance sheet line items other than the Debt and Preferred Equity Investments line item.
Partnership Agreement
In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners. 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,September 30, 2018 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, 2018.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

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, 2017 of the Company and the Operating Partnership.
The consolidated balance sheet at December 31, 2017 has been derived from the audited financial statements as of that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
Subsequent Events
In May 2018, the Company was the successful bidder for the leasehold interest at 2 Herald Square, at the foreclosure of the asset. The Company had purchased notes receivable secured by 2 Herald Square in April and May 2017. The loans were in maturity default at the time of acquisition and subsequently put on non-accrual in August 2017. No impairment had been recorded as the Company believed that the fair value of the property exceeded the carrying amount of the loans. The Company also reached an agreement to joint venture the asset with an Israeli-based institutional investor, subsequent to closing on the acquisition.
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. See Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures." All significant intercompany balances and transactions have been eliminated.
We consolidate a 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.
Investment in Commercial Real Estate Properties
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives, which generally range from 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.
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) 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 also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell.
We recognized $2.4$1.3 million and $4.8$5.5 million of rental revenue for the three and nine months ended March 31,September 30, 2018, respectively, and $4.6 million and $15.8 million for the three and nine months ended September 30, 2017, 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. For the three and nine months ended March 31,September 30, 2018 we recognized as a reduction to interest expense the amortization of above-market rate mortgages of $0.0 million and $0.0 million, respectively. For the three and nine months ended September 30, 2017 we recognized as a reduction to interest expense the amortization of above-market rate mortgages of $0.0 million and $0.7$0.8 million, respectively.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

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,September 30, 2018 and December 31, 2017 (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Identified intangible assets (included in other assets):      
Gross amount$282,288
 $325,880
$261,216
 $325,880
Accumulated amortization(241,043) (277,038)(239,479) (277,038)
Net(1)
$41,245
 $48,842
$21,737
 $48,842
Identified intangible liabilities (included in deferred revenue):      
Gross amount$359,469
 $540,283
$274,120
 $540,283
Accumulated amortization(256,685) (402,583)(251,895) (402,583)
Net(1)
$102,784
 $137,700
$22,225
 $137,700

(1)
As of March 31,September 30, 2018 and December 31, 2017, $0.10.2 million and $13.9 million, respectively, and $0.1$0.0 million and $4.1 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.
Fair Value Measurements
See Note 16, "Fair Value Measurements."
Investment in Marketable Securities
At acquisition, we designate a debt security as held-to-maturity, available-for-sale, or trading. As of March 31,September 30, 2018, we did not have any debt securities designated as held-to-maturity or trading. We account for our available-for-sale debt 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. Any unrealized losses that are determined to be other-than-temporary are recognized in earnings up to their credit component.
The Company adopted ASU 2016-01 effective January 1, 2018 which required entities to measure investments in equity securities at fair value and recognize any changes in fair value in net income. Upon adoption we did not hold investments in equity securities and therefore did not record a cumulative-effect adjustment. We did not hold investments in equity securities as of March 31,September 30, 2018.
The cost of bonds and marketable securities sold is determined using the specific identification method.
At March 31,September 30, 2018 and December 31, 2017, we held the following marketable securities (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Commercial mortgage-backed securities$28,252
 $28,579
$28,538
 $28,579
Total marketable securities available-for-sale$28,252
 $28,579
$28,538
 $28,579
The cost basis of the commercial mortgage-backed securities was $27.5 million at both March 31,September 30, 2018 and December 31, 2017. These securities mature at various times through 2035. We held no equity marketable securities as of March 31,September 30, 2018 and December 31, 2017.
During the three and nine months ended March 31,September 30, 2018, we did not dispose of any marketable securities. During the three months ended March 31,September 30, 2017, we disposed of marketable securities for aggregate net proceeds of $54.4$0.8 million. During the nine months ended September 30, 2017, we disposed of marketable securities for aggregate net proceeds of $55.2 million and realized a gain of $3.3 million, which is included in gain on sale of investment in marketable securities on the consolidated statements of operations.
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 ventures' projected discounted cash flows. We do not believe that the values of any of our equity investments were impaired at March 31,September 30, 2018.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

Reserve for Possible Credit Losses
The reserve 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 include geographic trends, product diversification, the size of the portfolio and current economic conditions. Based upon these factors, we establish a provision for possible credit 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 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 additional information reflects increased recovery of our investment, we will adjust our reserves accordingly. ThereWe recorded loan losses of $1.1 million and $1.1 million during the three and nine months ended September 30, 2018, respectively, related to the repayment of an investment pursuant to the sale of a property. No loan losses were no loan reserves recorded during the three and nine months ended March 31, 2018 and 2017.September 30, 2017, respectively.
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, SL Green will be subject to Federal income tax on its taxable income at regular corporate rates. SL Green may also be subject to certain state, local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable income.
The Operating Partnership is a partnership and, as a result, all income and losses of the partnership are allocated to the partners for inclusion in their respective income tax returns. The only provision for income taxes included in the consolidated statements of operations relates to the Operating Partnership’s consolidated taxable REIT subsidiaries. The Operating Partnership may also be subject to certain state, local and franchise taxes.
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 and nine months ended March 31,September 30, 2018, we recorded Federal, state and local tax provisions of $0.5 million.$0.3 million and $2.0 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.
On December 22, 2017, the Tax Cuts and Jobs Act (the ‘‘Tax Act’’) was signed into law and makes substantial changes to the Code. Many of the provisions of the Tax Act will require guidance through the issuance of Treasury regulations in order to assess their effect. The Tax Act has not had a material impact on our financial statements.statements for the three and nine months ended September 30, 2018.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

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.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in the New York metropolitan area. 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 with lost revenue and the costs associated with re-tenanting a space. The properties in our real estate portfolio are located in the New York metropolitan area. The tenants located in our buildings operate in various industries. Other than one tenant, Credit Suisse Securities (USA), Inc., who accounts for 8.2%8.1% of our share of annualized cash rent, no other tenant in our portfolio accounted for more than 5.0% of our share of annualized cash rent, including our share of joint venture annualized rent, at March 31,September 30, 2018. For the three months ended March 31,September 30, 2018, 7.3%7.2%, 7.3%6.4%, 6.3%6.2%, 5.8% and 5.7%5.6% of our annualized cash rent was attributable to 11 Madison Avenue, 420 Lexington Avenue, 1185 Avenue of the Americas, 420 Lexington Avenue, 1515 Broadway, and One Madison Avenue, respectively. Annualized cash rent for alleach of our other consolidated properties was below 5.0%.
Reclassification
Certain prior year balances have been reclassified to conform to our current year presentation.
Accounting Standards Updates
In FebruaryAugust 2018, The Securities and Exchange Commission adopted a final rule that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in its requirements, generally accepted accounting principles, or changes in the business environment. The commission also referred certain disclosure requirements to the Financial Accounting Standards Board for potential incorporation into generally accepted accounting principles. The rule is effective for filings after November 5, 2018. The Company assessed the impact of this rule and determined that the changes resulted in clarification or expansion of existing requirements. The Company early adopted the rule upon publication to the federal register on October 5, 2018 and it did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued Accounting Standard Update (ASU) No. 2018-15, Intangibles - Goodwill and Other- Internal-Use Software (Topic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The amendments provide guidance on accounting for fees paid when the arrangement includes a software license and align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs to develop or obtain internal-use software. The guidance will be effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company has not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This amendment removed, modified and added the disclosure requirements under Topic 820. The changes are effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted for the removed or modified disclosures with adoption of the additional disclosures upon the effective date. The Company has not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This amendment provides additional guidance related to share-based payment transactions for acquiring goods or services from nonemployees. The guidance will be effective for the Company for fiscal years beginning after December 15, 2018, including the interim periods within that fiscal year. The Company has not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments- Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. These amendments provide additional guidance related to equity securities without a readily determinable fair value, forward contracts and options purchased on those equity securities and fair value option liabilities. The Company adopted the guidance will be effective for the Company in the interim period beginning after June 15, 2018. The Company hason July 1, 2018, and it did not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities.Activities, and in July 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in the new standardstandards will permit more flexibility in hedging interest rate risk for both variable rate and fixed rate financial instruments. The standardstandards will also enhance the presentation of hedge results in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company has not yet adopted the guidance, and does not expect a material impact on the Company’s consolidated financial statements when the new standard isstandards are implemented.
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting. The guidance clarifies the changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in Topic 718. The Company adopted the guidance on January 1, 2018 and it had no impact on the Company's consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. As a result, entities will no longer present transfers between these items on the statement of cash flows. The Company adopted the guidance on January 1, 2018 and has included the changes in restricted cash when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. 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 No. 2016-02, Leases. TheLeases, and in July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. This guidance requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under the previous standard. Depending on the lease classification, lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

leases. The accounting applied by a lessor, inclusive of the effect of a practical expedient offered in ASU No. 2018-11 that allows lessors to not separate non-lease components from the related lease components under certain conditions, which the Company expects most of its leases to qualify for and to adopt, is largely unchanged from that applied under the previous standard. However, the presentation and disclosure in the financial statements of non-lease components such as charges to tenants for a building’s operating expenses has been updated. In January 2018, the FASB issued an exposure draft, Leases (Topic 842) Targeted Improvements, which would provide lessors with a practical expedient to not separate non-lease components from the related lease component under certain conditions. At the March 2018 Board meeting, the Board approved an amendmentCompany will apply this guidance to the practical expedient. We anticipate the majority of our leases would qualify for the amended practical expedient. We expect this amended guidance to be finalized in 2018 and, as a result, we would adopt the practical expedient. Another impact is the measurement and presentation of ground leases under which the Company is lessee. The Company is required to record a liability for the obligation to make payments under the lease and an asset for the right to use the underlying asset during the lease term and will also apply the new expense recognition requirements given the lease classification. TheWhile the Company is currently quantifying these impacts. Thecontinuing to assess all potential impacts of the standard, we expect total liabilities and total assets to increase by $0.4 to $0.5 billion as of the date of adoption. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt this guidance January 1, 2019 and will apply the modified retrospective approach.approach, and anticipates electing the package of practical expedients that allows an entity to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases.
In January 2016, the FASB issued ASU 2016-01 (Subtopic 825-10), 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 through earnings, to record changes in instrument-specific credit risk for financial liabilities measured under the fair value option in other comprehensive income, use the exit price notion when measuring an instrument’s fair value for disclosure and to separately present financial assets and liabilities by measurement category and form of instrument on the balance sheet or in the notes to the financial statements. The Company adopted the guidance effective January 1, 2018, and it had no impact on the Company’s consolidated financial statements.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

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 2014-09). The FASB also issued implementation guidance in March 2016, April 2016 and May 2016 - ASU’s 2016-08, 2016-10 and 2016-12, respectively. The Company adopted this guidance on January 1, 2018. Since the Company’s revenue is related to leasing activities, the adoption of this guidance did not have a material impact on the consolidated financial statements. The new guidance is applicable to service contracts with joint ventures for which the Company earns property management fees, leasing commissions and development and construction fees. The adoption of this new guidance did not change the accounting for these fees as the pattern of recognition of revenue does not change with the new guidance. We will continue to recognize revenue over time on these contracts because the customer simultaneously receives and consumes the benefits provided by our performance.
In February 2017, the FASB issued ASU No. 2017-05 to clarify the scope of asset derecognition guidance in Subtopic 610-20, which also provided guidance on accounting for partial sales of nonfinancial assets.  Subtopic 610-20 was issued in May 2014 as part of ASU 2014-09.  The Company adopted this guidance on January 1, 2018, and applied the modified retrospective approach. The Company elected to adopt the practical expedient under ASC 606, Revenue from Contracts with Customers, which allows an entity to apply the guidance only to contracts with non-customers that are open based on ASU 360-20, Real Estate Sales, (i.e. failed sales) as of the adoption date.   The Company had one open contract in 2017 with a non-customer that was evaluated under ASC 610-20.  The Company entered into an agreement to sell a portion of their interest in an entity that held a controlling interest in the property at 1515 Broadway.  Upon execution of the agreement in 2017, the transaction was evaluated under ASC 360-20, Real Estate Sales, and did not meet the criteria for sale accounting.  Upon adoption of ASC 606, this contract met the criteria for sale accounting under ASC 610-20. Through the sale, the Company no longer retains a controlling interest, as defined in ASC 810, Consolidation, and the impact of this adjustment is a gain of $0.6 billion from the sale of the partial interest and related step-up in basis to fair value of the non-controlling interest retained. This was recorded in the first quarter of 2018 as an adjustment to beginning retained earnings.
3. Property Acquisitions
DuringThe following table summarizes the threeproperties acquired during the nine months ended March 31,September 30, 2018:
Property Acquisition Date Property Type Approximate Square Feet 
Acquisition Price
(in millions)
2 Herald Square(1)
 May 2018 Leasehold Interest 369,000
 $266.0
1231 Third Avenue(2)
 July 2018 Fee Interest 39,000
 55.4
Upper East Side Residential(3)
 August 2018 Fee Interest 0.2 acres 30.2
(1)In May 2018, the Company was the successful bidder for the leasehold interest in 2 Herald Square, at the foreclosure of the asset. In April and May 2017, the Company had purchased, at par, loans in maturity default, which were secured by the leasehold interest in 2 Herald Square. At the time the loans were purchased, the Company expected to collect all contractually required payments, including interest. In August 2017, the Company determined that it was probable that the loans would not be repaid in full and therefore, the loans were put on non-accrual status. No impairment was recorded as the Company believed that the fair value of the leasehold exceeded the carrying amount of the loans. In May 2018, the Company was the successful bidder at the foreclosure of the asset. We recorded the assets acquired and liabilities assumed at fair value. This resulted in the recognition of a fair value adjustment of $8.1 million, which is reflected in the Company's consolidated statement of operations within purchase price and other fair value adjustments. See Note 16, "Fair Value Measurements."
(2)In July 2018, the Company accepted an assignment of the equity interests in the property in lieu of repayment of the Company's debt investment, and marked the assets received and liabilities assumed to fair value.
(3)In August 2018, the Company acquired the fee interest in three additional land parcels at the Upper East Side Residential Assemblage.
In September 2018, we did not acquire anythe Company entered into an agreement to sell the fee interests in 1231 Third Avenue and the Upper East Side Residential Assemblage, resulting in the properties from a third party.being classified as held for sale as of September 30, 2018. The Company closed on this sale in October 2018. See Note 4, "Properties Held for Sale and Property Dispositions."
4. Properties Held for Sale and Property Dispositions
Properties Held for Sale
During the three months ended March 31,September 30, 2018, we entered into agreementsan agreement to sell the properties at 1-6 International DriveUpper East Side Residential Assemblage and 1231 Third Avenue in Rye Brook, NYManhattan for a sale price of $55.0 million and the properties at 115-117 Stevens Avenue in Valhalla, New York, for agross sales price of $12.0$143.8 million. We closed on the sale of 115-117 Stevensthe Upper East Side Residential Assemblage and 1231 Third Avenue in May 2018.October 2018.
As of March 31,September 30, 2018, 1-6 International Drive2 Herald Square, the Upper East Side Residential Assemblage, and 115-117 Stevens1231 Third Avenue were classified as held for sale. We closed on the sale of the Upper East Side Residential Assemblage and 1231 Third Avenue in October

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

In May2018. During the third quarter of 2018, we reached an agreement to sell the fee interest at 635 Madison Avenue forCompany recorded a sales pricecharge of $151 million. We expect to record a $14$6.7 million charge in connection with the sale, which will bereclassification of the Upper East Side Residential Assemblage to held for sale. This charge is included in depreciable real estate reserves. The transaction, subject to certain closing conditions, is expected to be completed duringreserves in the third quarterconsolidated statement of 2018.operations.
Property Dispositions
The following table summarizes the properties sold during the threenine months ended March 31,September 30, 2018:
Property Disposition Date Property Type Approximate Square Feet 
Sales Price(1)
(in millions)
 
Gain
(in millions)
 Disposition Date Property Type Approximate Square Feet 
Sales Price(1)
(in millions)
 
Gain (loss)(2)
(in millions)
600 Lexington Avenue(2)
 January 2018 Fee Interest 303,515
 $305.0
 $23.8
 January 2018 Fee Interest 303,515
 $305.0
 $23.8
115-117 Stevens Avenue May 2018 Fee Interest 178,000
 12.0
 (0.7)
635 Madison Avenue June 2018 Fee Interest 176,530
 153.0
 (14.1)
1-6 International Drive July 2018 Fee Interest 540,000
 55.0
 (2.6)
(1)Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
(2)GainThe gain on sale for 600 Lexington Avenue is net of $1.3 million in employee compensation accrued in connection with the realization of this investment gain. Additionally, gain (loss) amounts do not include adjustments for expenses recorded in subsequent periods.
5. Debt and Preferred Equity Investments
Below is the rollforward analysisa summary of the activity relating to our debt and preferred equity investments for the threenine months ended March 31,September 30, 2018 and the twelve months ended December 31, 2017 (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Balance at beginning of period (1)
$2,114,041
 $1,640,412
$2,114,041
 $1,640,412
Debt investment originations/accretion (2)
233,370
 1,142,591
664,961
 1,142,591
Preferred equity investment originations/accretion (2)
2,074
 144,456
6,305
 144,456
Redemptions/sales/syndications/amortization (3)
(263,614) (813,418)(808,250) (813,418)
Balance at end of period (1)
$2,085,871
 $2,114,041
$1,977,057
 $2,114,041
(1)Net of unamortized fees, discounts, and premiums.
(2)Accretion includes amortization of fees and discounts and paid-in-kind investment income.
(3)Certain participations in debt investments that were sold or syndicated 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,September 30, 2018 and December 31, 2017, we held the following debt investments with an aggregate weighted average current yield of 9.19%, excluding our investment in Two Herald Square,8.92% at March 31,September 30, 2018 (in thousands):
Loan Type March 31, 2018
Future Funding
Obligations		 March 31, 2018 Senior
Financing		 
March 31, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
 September 30, 2018
Future Funding
Obligations		 September 30, 2018 Senior
Financing		 
September 30, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
Fixed Rate Investments:                   
Mortgage/Jr. Mortgage Loan(3)
 $—
 $—
 $250,464
 $250,464
 April 2017
Mortgage Loan(4)
 —
 —
 26,380
 26,366
 February 2019
Mortgage Loan —
 —
 201
 239
 August 2019
Mezzanine Loan(5a)
 —
 1,160,000
 206,230
 204,005
 March 2020
Mezzanine Loan(3a)
 $—
 $1,160,000
 $210,832
 $204,005
 March 2020
Mezzanine Loan —
 15,000
 3,500
 3,500
 September 2021
 —
 15,000
 3,500
 3,500
 September 2021
Mezzanine Loan —
 147,000
 24,918
 24,913
 April 2022
 —
 147,000
 24,927
 24,913
 April 2022
Mezzanine Loan —
 280,000
 35,074
 34,600
 August 2022
 —
 280,000
 36,069
 34,600
 August 2022
Mezzanine Loan —
 86,580
 12,701
 12,699
 November 2023
 —
 83,689
 12,704
 12,699
 November 2023
Mezzanine Loan(5b)
 —
 115,000
 12,934
 12,932
 June 2024
Mezzanine Loan(3b)
 —
 115,000
 12,939
 12,932
 June 2024
Mezzanine Loan —
 95,000
 30,000
 30,000
 January 2025
 —
 95,000
 30,000
 30,000
 January 2025
Mezzanine Loan —
 340,000
 15,000
 15,000
 November 2026
 —
 340,000
 15,000
 15,000
 November 2026
Mezzanine Loan —
 1,657,500
 55,250
 55,250
 June 2027
 —
 1,657,500
 55,250
 55,250
 June 2027
Total fixed rate $—
 $3,896,080
 $672,652
 $669,968
  
Floating Rate Investments:          
Mezzanine Loan(6)
 —
 40,000
 19,999
 19,982
 April 2018
Mortgage/Jr. Mortgage Loan(4)
 —
 —
 —
 250,464
 
Mortgage Loan(5)(6)
 —
 —
 —
 26,366
 

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

Loan Type March 31, 2018
Future Funding
Obligations		 March 31, 2018 Senior
Financing		 
March 31, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
 September 30, 2018
Future Funding
Obligations		 September 30, 2018 Senior
Financing		 
September 30, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
Mezzanine Loan(6)
 —
 75,014
 23,346
 34,947
 April 2018
Mezzanine Loan 523
 20,523
 10,952
 10,934
 August 2018
Mortgage/Mezzanine Loan —
 —
 19,965
 19,940
 August 2018
Mezzanine Loan —
 65,000
 14,973
 14,955
 August 2018
Mortgage/Mezzanine Loan —
 —
 16,980
 16,969
 September 2018
Mezzanine Loan —
 37,500
 14,908
 14,855
 September 2018
Mortgage/Mezzanine Loan 391
 —
 23,609
 23,609
 October 2018
Mezzanine Loan 2,325
 45,025
 34,975
 34,879
 October 2018
Mezzanine Loan(5c)
 —
 85,000
 15,327
 15,381
 December 2018
Mezzanine Loan(5d)
 —
 65,000
 14,816
 14,869
 December 2018
Mortgage Loan(7)
 —
 —
 —
 239
 
Total fixed rate $—
 $3,893,189
 $401,221
 $669,968
  
Floating Rate Investments:         
Mezzanine Loan(8)
 —
 20,523
 10,977
 10,934
 August 2018
Mezzanine Loan(9)
 2,325
 45,025
 35,168
 34,879
 October 2018
Mezzanine Loan(3c)
 —
 150,000
 15,368
 15,381
 December 2018
Mezzanine Loan(3d)
 —
 —
 14,856
 14,869
 December 2018
Mezzanine Loan —
 33,000
 26,947
 26,927
 December 2018
 —
 33,000
 26,987
 26,927
 December 2018
Mezzanine Loan —
 175,000
 59,797
 59,723
 December 2018
 3,607
 30,438
 10,403
 8,550
 January 2019
Mezzanine Loan(3e)(10)
 795
 —
 15,150
 15,148
 March 2019
Mezzanine Loan —
 45,000
 12,192
 12,174
 January 2019
 —
 38,000
 21,977
 21,939
 March 2019
Mezzanine Loan 4,493
 27,852
 9,457
 8,550
 January 2019
Mezzanine Loan(5e)(7)
 795
 —
 15,150
 15,148
 March 2019
Mezzanine Loan —
 38,000
 21,951
 21,939
 March 2019
Mezzanine Loan(11)
 —
 40,000
 19,972
 19,982
 April 2019
Mezzanine Loan(11)
 —
 37,891
 18,380
 34,947
 April 2019
Mezzanine Loan —
 175,000
 37,307
 37,250
 April 2019
 —
 175,000
 37,404
 37,250
 April 2019
Mezzanine Loan —
 265,000
 24,862
 24,830
 April 2019
 —
 265,000
 24,928
 24,830
 April 2019
Mortgage/Jr. Mortgage Participation Loan 24,587
 208,094
 74,944
 71,832
 August 2019
 17,186
 228,516
 82,517
 71,832
 August 2019
Mezzanine Loan 2,034
 189,829
 37,867
 37,851
 September 2019
Mortgage/Mezzanine Loan(12)
 —
 —
 19,999
 19,940
 August 2019
Mezzanine Loan(13)
 —
 65,000
 14,998
 14,955
 August 2019
Mortgage/Mezzanine Loan 22,570
 —
 146,517
 143,919
 September 2019
 5,905
 —
 180,339
 143,919
 September 2019
Mezzanine Loan —
 350,000
 34,773
 34,737
 October 2019
 —
 350,000
 34,847
 34,737
 October 2019
Mortgage/Mezzanine Loan 1,792
 —
 66,026
 —
 December 2019
 387
 —
 39,338
 —
 December 2019
Mortgage/Mezzanine Loan 21,303
 —
 48,245
 43,845
 January 2020
 13,048
 —
 56,624
 43,845
 January 2020
Mezzanine Loan 1,592
 568,461
 77,927
 75,834
 January 2020
 812
 574,120
 78,841
 75,834
 January 2020
Mortgage Loan 16,038
 —
 83,465
 —
 February 2020
 13,579
 —
 86,058
 —
 February 2020
Mezzanine Loan 5,993
 294,036
 48,490
 —
 March 2020
 2,944
 312,310
 51,669
 —
 March 2020
Mortgage/Mezzanine Loan 27,776
 —
 288,811
 —
 April 2020
Mezzanine Loan 6,654
 35,112
 11,539
 11,259
 July 2020
 6,095
 36,786
 12,141
 11,259
 July 2020
Mezzanine Loan 47,557
 326,552
 79,477
 75,428
 November 2020
 41,309
 355,148
 85,955
 75,428
 November 2020
Mortgage and Mezzanine Loan 40,798

—

90,789

88,989
 December 2020
 35,631
 —
 96,185
 88,989
 December 2020
Mortgage and Mezzanine Loan —
 —
 35,179
 35,152
 December 2020
 —

—

35,236

35,152
 December 2020
Jr. Mortgage Participation/Mezzanine Loan —
 60,000
 15,642
 15,635
 July 2021
 —
 60,000
 15,657
 15,635
 July 2021
Mortgage/Mezzanine Loan(8)
 —
 —
 —
 162,553
 —
Mezzanine Loan(8)
 —
 —
 —
 74,755
 —
Mortgage/Mezzanine Loan(14)
 —
 —
 —
 162,553
 
Mortgage/Mezzanine Loan(14)
 —
 —
 —
 74,755
 
Mortgage/Mezzanine Loan (15)
 —
 —
 —
 23,609
 
Mezzanine Loan(16)
 —
 —
 —
 12,174
 
Mezzanine Loan(17)
 —
 —
 —
 37,851
 
Mezzanine Loan(17)
 —
 —
 —
 14,855
 
Mortgage/Mezzanine Loan(6)
 —
 —
 —
 16,969
 
Mezzanine Loan(7)
 —
 —
 —
 59,723
 
Total floating rate $199,445
 $3,223,998
 $1,268,393
 $1,299,650
  
 $171,399
 $2,816,757
 $1,430,785
 $1,299,650
  
Total $199,445
 $7,120,078
 $1,941,045
 $1,969,618
   $171,399
 $6,709,946
 $1,832,006
 $1,969,618
 

29
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

(1)Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
(2)Represents contractual maturity, excluding any unexercised extension options.
(3)Carrying value is net of the following amounts that were sold or syndicated, which are included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) $1.3 million, (b) $12.0 million, (c) $14.6 million, (d) $14.1 million, and (e) $5.1 million.
(4)These loans were purchased at par in April and May 2017 and were in maturity default at the time of acquisition. At the time the loans were purchased, the Company expected to collect all contractually required payments, including interest. In August 2017, the Company determined that it was probable that the loans would not be repaid in full and therefore, the loans were put on non-accrual status. No impairment was recorded as the Company believesbelieved that the fair value of the property exceedsexceeded the carrying amount of the loans. As of March 31,In May 2018, the Company was the successful bidder at the foreclosure of the asset, at which time the loans had an outstanding principal balance of $250.5 million and an accrued interest balance of $7.7 million.were credited to our equity investment in the property.

28
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

(4)(5)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 washas been a nonperforming loan atsince acquisition, is currently on non-accrual status and has no carrying value.
(5)(6)Carrying value is net of the following amounts that were sold or syndicated, which are includedThis loan was repaid in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) $1.3 million, (b) $12.0 million, (c) $14.6 million, (d) $14.1 million, and (e) $5.1 million.August 2018.
(6)(7)This loan was repaid in September 2018.
(8)In October 2018, the Company accepted an assignment of the equity interests in the property in lieu of repayment of the loan, and marked the assets received and liabilities assumed to fair value.
(9)This loan was extended in October 2018.
(10)This loan was extended in March 2018.
(11)This loan was extended in April 2018.
(7)(12)This loan was extended in MarchAugust 2018.
(8)(13)This loan was extended in July 2018.
(14)This loan was repaid in February 2018.
(15)This loan was sold in May 2018.
(16)In July 2018, the Company accepted an assignment of the equity interests in the property in lieu of repayment, and marked the assets received and liabilities assumed to fair value.
(17)This loan was repaid in July 2018.

Preferred Equity Investments
As of March 31,September 30, 2018 and December 31, 2017, we held the following preferred equity investments with an aggregate weighted average current yield of 6.97%5.73% at March 31,September 30, 2018 (in thousands):
Type March 31, 2018
Future Funding
Obligations		 March 31, 2018 Senior
Financing		 
March 31, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
 September 30, 2018
Future Funding
Obligations		 September 30, 2018 Senior
Financing		 
September 30, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
Preferred Equity $—
 $272,000
 $144,826
 $144,423
 April 2021 $—
 $272,000
 $145,051
 $144,423
 April 2021
Total $—
 $272,000
 $144,826
 $144,423
   $—
 $272,000
 $145,051
 $144,423
  
(1)Carrying value is net of deferred origination fees.
(2)Represents contractual maturity, excluding any unexercised extension options.
At March 31,September 30, 2018, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments, with the exception of one mezzanine loan which is in maturity default as discussed in subnote 8 of the Debt Investments table above.
At December 31, 2017, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments, with the exception of a mortgage and junior mortgage participation that wereour investment in 2 Herald Square which was purchased in maturity default in May 2017 and April 2017, respectively, for which we subsequently were the successful bidder for the leasehold interest at the foreclosure of the asset as discussed in subnoteNote 3, of the Debt Investments table above"Property Acquisitions," and a junior mortgage participation acquired in September 2014, which was acquired for zero and has a carrying value of zero, as discussed in subnote 45 of the Debt Investments table above.
We have determined that we have one portfolio segment of financing receivables at March 31,September 30, 2018 and December 31, 2017, 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 $88.0$84.8 million and $65.5 million at March 31,September 30, 2018 and December 31, 2017, respectively. No financing receivables were 90 days past due at March 31, 2018, with the exception of a mortgage and junior mortgage participation purchased in maturity default in May 2017 and April 2017, respectively, as discussed in subnote 3 of the Debt Investments table above.September 30, 2018.
6. Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various partners. As of March 31,September 30, 2018, the book value of these investments was $3.1 billion, net of investments with negative book values totaling $81.9 million for which we have an implicit commitment to fund future capital needs.

30
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

As of September 30, 2018 and December 31, 2017, 800 Third Avenue, 21 East 66th Street, 605 West 42nd Street, 333 East 22nd Street, One Vanderbilt, and certain properties within the Stonehenge Portfolio are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $631.4$722.4 million and $606.2 million as of March 31,September 30, 2018 and December 31, 2017, respectively. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting.
The table below provides general information on each of our joint ventures as of March 31,September 30, 2018:

29
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

PropertyPartner
Ownership
Interest(1)
Economic
Interest(1)
Unaudited Approximate Square Feet
Acquisition Date(2)
Acquisition
Price(2)
(in thousands)
Partner
Ownership
Interest(1)
Economic
Interest(1)
Unaudited Approximate Square Feet
Acquisition Date(2)
Acquisition
Price(2)
(in thousands)
100 Park AvenuePrudential Real Estate Investors49.90%834,000
February 2000$95,800
Prudential Real Estate Investors49.90%834,000
February 2000$95,800
717 Fifth AvenueJeff Sutton/Private Investor10.92%119,500
September 2006251,900
Jeff Sutton/Private Investor10.92%119,500
September 2006251,900
800 Third AvenuePrivate Investors60.52%526,000
December 2006285,000
Private Investors60.52%526,000
December 2006285,000
919 Third Avenue(3)
New York State Teacher's Retirement System51.00%1,454,000
January 20071,256,727
New York State Teacher's Retirement System51.00%1,454,000
January 20071,256,727
1745 Broadway(4)
Ivanhoe Cambridge, Inc.56.87%674,000
April 2007520,000
Jericho Plaza(5)
Onyx Equities/Credit Suisse11.67%640,000
April 2007210,000
11 West 34th StreetPrivate Investor/
Jeff Sutton		30.00%17,150
December 201010,800
Private Investor/
Jeff Sutton		30.00%17,150
December 201010,800
3 Columbus Circle(6)
The Moinian Group48.90%741,500
January 2011500,000
3 Columbus Circle(4)
The Moinian Group48.90%741,500
January 2011500,000
280 Park AvenueVornado Realty Trust50.00%1,219,158
March 2011400,000
Vornado Realty Trust50.00%1,219,158
March 2011400,000
1552-1560 Broadway(7)
Jeff Sutton50.00%57,718
August 2011136,550
724 Fifth AvenueJeff Sutton50.00%65,010
January 2012223,000
1552-1560 Broadway(5)
Jeff Sutton50.00%57,718
August 2011136,550
10 East 53rd StreetCanadian Pension Plan Investment Board55.00%354,300
February 2012252,500
Canadian Pension Plan Investment Board55.00%354,300
February 2012252,500
521 Fifth AvenuePlaza Global
Real Estate Partners LP		50.50%460,000
November 2012315,000
Plaza Global
Real Estate Partners LP		50.50%460,000
November 2012315,000
21 East 66th Street(8)
Private Investors32.28%13,069
December 201275,000
650 Fifth Avenue(9)
Jeff Sutton50.00%69,214
November 2013—
21 East 66th Street(6)
Private Investors32.28%13,069
December 201275,000
650 Fifth Avenue(7)
Jeff Sutton50.00%69,214
November 2013—
121 Greene StreetJeff Sutton50.00%7,131
September 201427,400
Jeff Sutton50.00%7,131
September 201427,400
175-225 Third Street Brooklyn, New York(10)
KCLW 3rd Street LLC/LIVWRK LLC95.00%—
October 201474,600
55 West 46th StreetPrudential Real Estate Investors25.00%347,000
November 2014295,000
Prudential Real Estate Investors25.00%347,000
November 2014295,000
Stonehenge Portfolio(11)
VariousVarious1,439,016
February 201536,668
Stonehenge Portfolio(8)
VariousVarious1,439,016
February 201536,668
131-137 Spring StreetInvesco Real Estate20.00%68,342
August 2015277,750
Invesco Real Estate20.00%68,342
August 2015277,750
605 West 42nd StreetThe Moinian Group20.00%927,358
April 2016759,000
The Moinian Group20.00%927,358
April 2016759,000
11 Madison AvenuePGIM Real Estate60.00%2,314,000
August 20162,605,000
PGIM Real Estate60.00%2,314,000
August 20162,605,000
333 East 22nd StreetPrivate Investors33.33%26,926
August 2016—
Private Investors33.33%26,926
August 2016—
400 E 57th Street(12)
BlackRock, Inc and Stonehenge Partners51.00%41.00%290,482
October 2016170,000
One Vanderbilt(13)
National Pension Service of Korea/Hines Interest LP71.01%—
January 20173,310,000
Mezzanine Loan(14)
Private Investors33.33%—
May 201715,000
400 East 57th Street(9)
BlackRock, Inc and Stonehenge Partners51.00%41.00%290,482
October 2016170,000
One Vanderbilt(10)
National Pension Service of Korea/Hines Interest LP71.01%—
January 20173,310,000
Worldwide PlazaRXR Realty / New York REIT / Private Investor24.35%2,048,725
October 20171,725,000
RXR Realty / New York REIT / Private Investor24.35%2,048,725
October 20171,725,000
1515 Broadway(15)
Allianz Real Estate of America56.87%1,750,000
November 20171,950,000
1515 Broadway(11)
Allianz Real Estate of America56.87%1,750,000
November 20171,950,000
(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of March 31,September 30, 2018. Changes in ownership or economic interests within the current year are disclosed in the notes below.
(2)Acquisition date and price represent the date on which the Company initially acquired an interest in the joint venture and the actual or implied gross purchase price for the joint venture on that date. Acquisition date and price are not adjusted for subsequent acquisitions or dispositions of interest.
(3)In January 2018, the partnership agreement for our investment was modified resulting in the Company no longer having a controlling interest in this investment. As a result the investment was deconsolidated as of January 1, 2018. The Company recorded its non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.
(4)In April 2018, the Company entered into an agreement to sell its interest in 1745 Broadway. The transaction is expected to close in the second quarter of 2018.
(5)In April 2018, the Company entered into an agreement to sell its interest in Jericho Plaza. The transaction is expected to close in the second quarter of 2018.
(6)As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred. In August 2018, the Company entered into an agreement to sell its interest in 3 Columbus Circle. The transaction is expected to close in the fourth quarter of 2018.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

(7)(5)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.
(8)(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.
(9)(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.
(10)In April 2018, the Company, together with its joint venture partners, closed on the sale of this property.
(11)(8)In February and March 2018, the Company, together with its joint venture partner, closed on the sale of two properties from the Stonehenge Portfolio. These sales are further described under Sale of Joint Venture Interest of Properties below.
(12)(9)In October 2016, the Company sold a 49% interest in this property to an investment account managed by BlackRock, Inc. The Company's interest in the property was sold within a consolidated joint venture owned 90% by the Company and 10% by Stonehenge. The transaction resulted in the deconsolidation of the venture's remaining 51% interest in the property. The Company's joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on the Company's balance sheet.
(13)(10)The partners have committed aggregate equity totaling no less than $525 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 29.0%. At March 31,September 30, 2018 the total of the two partners' ownership interests based on equity contributed was 6.84%17.10%.
(14)In May 2017, the Company contributed a mezzanine loan secured by a commercial property in midtown Manhattan to a joint venture and retained a 33.33% interest in the venture. The carrying value is net of $10.0 million that was sold, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting. The loan matures in November 2018.
(15)(11)In November 2017, the Company sold a 30% interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method at December 31, 2017. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and recorded a $0.6 billion gain from the sale of the partial interest and related step-up in basis to fair value of the retained non-controlling interest as an adjustment to beginning retained earnings based on the application of the modified retrospective adoption approach. The Company closed on the sale of an additional 13% interest in the property to Allianz in February 2018.

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,September 30, 2018 and December 31, 2017, the carrying value for acquisition, development and construction arrangements were as follows (in thousands):
Loan Type March 31, 2018 December 31, 2017 Maturity Date September 30, 2018 December 31, 2017 Maturity Date
Mezzanine Loan(1)
 $44,751
 $44,823
 February 2022
Preferred Equity $145,007
 $—
 November 2018
Mezzanine Loan(2)(1)
 27,628
 26,716
 July 2036 44,420
 44,823
 February 2022
Mezzanine Loan(2)
 —
 26,716
 
Mezzanine Loan and Preferred Equity(3)
 —
 100,000
  —
 100,000
 
 $72,379
 $171,539
  $189,427
 $171,539
 
(1)We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP.
(2)The Company has the ability to convertwas redeemed on this loan into an equity position startinginvestment in 2021 and the borrower is able to force this conversion in 2024.July 2018.
(3)The mezzanine loan was repaid and the preferred equity interest was redeemed in March 2018.

SaleDisposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the threenine months ended March 31,September 30, 2018:
Property Ownership Interest Disposition Date Type of Sale 
Gross Asset Valuation
(in thousands)(1)
 
Loss
on Sale
(in thousands)(2)
 Ownership Interest Disposition Date Type of Sale 
Gross Asset Valuation
(in thousands)(1)
 
Gain (Loss)
on Sale
(in thousands)(2)
1274 Fifth Avenue(3)
 9.83% February 2018 Property $44,100
 $(362) 9.83% February 2018 Property $44,100
 $(362)
1515 Broadway(4)
 13.00% February 2018 Ownership Interest 1,950,000
 —
 13.00% February 2018 Ownership Interest 1,950,000
 —
Stonehenge Village(3)
 5.00% March 2018 Property 287,000
 (5,701) 5.00% March 2018 Property 287,000
 (5,701)
175-225 Third Street Brooklyn, New York 95.00% April 2018 Property 115,000
 19,483
1745 Broadway 56.87% May 2018 Property 633,000
 52,038
Jericho Plaza 11.67% June 2018 Ownership Interest 117,400
 147
724 Fifth Avenue 49.90% July 2018 Ownership Interest 365,000
 64,587
Mezzanine Loan(5)
 33.33% August 2018 
Repayment(5)
 15,000
 N/A
(1)Represents implied gross valuation for the joint venture or sales price of the property.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

(2)Represents the Company's share of the loss.gain (loss). The gains on sale for 175-225 Third Street, 1745 Broadway, and 724 Fifth Avenue are net of $1.5 million, $2.2 million, and $2.4 million in employee compensation accrued in connection with the realization of these investment gains, respectively. Additionally, gain (loss) amounts do not include adjustments for expenses recorded in subsequent periods.
(3)Property was part of the Stonehenge Portfolio.
(4)Our investment in 1515 Broadway was marked to fair value on January 1, 2018 upon adoption of ASC 610-20.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

(5)Our investment in a joint venture that owned a mezzanine loan secured by a commercial property in midtown Manhattan was repaid after the joint venture received repayment of the underlying loan.
Joint Venture Mortgages and Other Loans Payable
We generally finance our joint ventures with non-recourse debt. In certain cases we have provided guarantees or master leases for tenant space, which 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,September 30, 2018 and December 31, 2017, respectively, are as follows (amounts in thousands):
Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 March 31, 2018 December 31, 2017
Fixed Rate Debt:           
521 Fifth Avenue 50.50% November 2019  3.73% $170,000
 $170,000
717 Fifth Avenue (3)
 10.92% July 2022  4.45% 300,000
 300,000
717 Fifth Avenue (3)
 10.92% July 2022  5.50% 355,328
 355,328
650 Fifth Avenue (4)
 50.00% October 2022  4.46% 210,000
 210,000
650 Fifth Avenue (4)
 50.00% October 2022  5.45% 65,000
 65,000
21 East 66th Street 32.28% April 2023  3.60% 12,000
 12,000
919 Third Avenue 51.00% June 2023  5.12% 500,000
 —
3 Columbus Circle 48.90% March 2025  3.61% 350,000
 350,000
1515 Broadway 56.87% March 2025  3.93% 868,309
 872,528
11 Madison Avenue 60.00% September 2025  3.84% 1,400,000
 1,400,000
800 Third Avenue 60.52% February 2026  3.37% 177,000
 177,000
400 East 57th Street 41.00% November 2026  3.00% 100,000
 100,000
Worldwide Plaza 24.35% November 2027  3.98% 1,200,000
 1,200,000
Stonehenge Portfolio (5)
 Various
 Various  4.25% 306,990
 357,282
Total fixed rate debt        $6,014,627
 $5,569,138
Floating Rate Debt:           
175-225 Third Street (6)
 95.00% June 2018 Prime+1.00% $40,000
 $40,000
Jericho Plaza (7)
 11.67% March 2019 L+4.15% 81,922
 81,099
724 Fifth Avenue (8)
 50.00% April 2019 L+2.42% 275,000
 275,000
280 Park Avenue 50.00% September 2019 L+1.73% 1,200,000
 1,200,000
121 Greene Street 50.00% November 2019 L+1.50% 15,000
 15,000
1745 Broadway (9)
 56.87% January 2020 L+1.85% 345,000
 345,000
10 East 53rd Street 55.00% February 2020 L+2.25% 170,000
 170,000
131-137 Spring Street 20.00% August 2020 L+1.55% 141,000
 141,000
1552 Broadway 50.00% October 2020 L+2.65% 195,000
 195,000
55 West 46th Street (10)
 25.00% November 2020 L+2.13% 172,511
 171,444
11 West 34th Street 30.00% January 2021 L+1.45% 23,000
 23,000
100 Park Avenue 49.90% February 2021 L+1.75% 360,000
 360,000
One Vanderbilt (11)
 71.01% September 2021 L+3.50% 375,000
 355,535
605 West 42nd Street 20.00% August 2027 L+1.44% 550,000
 550,000
21 East 66th Street 32.28% June 2033 1 Year Treasury+2.75% 1,628
 1,648
Stonehenge Portfolio Various
 January 2021 L+1.40% 38,000
 55,340
Total floating rate debt        $3,983,061
 $3,979,066
Total joint venture mortgages and other loans payable    $9,997,688
 $9,548,204
Deferred financing costs, net        (120,809) (136,103)
Total joint venture mortgages and other loans payable, net    $9,876,879
 $9,412,101
Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 September 30, 2018 December 31, 2017
Fixed Rate Debt:           
521 Fifth Avenue 50.50% November 2019  3.73% $170,000
 $170,000
717 Fifth Avenue (3)
 10.92% July 2022  4.45% 300,000
 300,000
717 Fifth Avenue (3)
 10.92% July 2022  5.50% 355,328
 355,328
650 Fifth Avenue (4)
 50.00% October 2022  4.46% 210,000
 210,000
650 Fifth Avenue (4)
 50.00% October 2022  5.45% 65,000
 65,000
21 East 66th Street 32.28% April 2023  3.60% 12,000
 12,000
919 Third Avenue 51.00% June 2023  5.12% 500,000
 —
3 Columbus Circle 48.90% March 2025  3.61% 350,000
 350,000
1515 Broadway 56.87% March 2025  3.93% 860,124
 872,528
11 Madison Avenue 60.00% September 2025  3.84% 1,400,000
 1,400,000
800 Third Avenue 60.52% February 2026  3.37% 177,000
 177,000
400 East 57th Street 41.00% November 2026  3.00% 100,000
 100,000
Worldwide Plaza 24.35% November 2027  3.98% 1,200,000
 1,200,000
Stonehenge Portfolio (5)
 Various
 Various  4.20% 322,073
 357,282
Total fixed rate debt        $6,021,525
 $5,569,138

33
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 September 30, 2018 December 31, 2017
Floating Rate Debt:           
280 Park Avenue 50.00% September 2019 L+1.73% $1,200,000
 $1,200,000
121 Greene Street 50.00% November 2019 L+1.50% 15,000
 15,000
10 East 53rd Street 55.00% February 2020 L+2.25% 170,000
 170,000
131-137 Spring Street 20.00% August 2020 L+1.55% 141,000
 141,000
1552 Broadway 50.00% October 2020 L+2.65% 195,000
 195,000
55 West 46th Street (6)
 25.00% November 2020 L+2.13% 177,694
 171,444
11 West 34th Street 30.00% January 2021 L+1.45% 23,000
 23,000
103 East 86th Street 1.00% January 2021 L+1.40% 38,000
 55,340
100 Park Avenue 49.90% February 2021 L+1.75% 360,000
 360,000
One Vanderbilt (7)
 71.01% September 2021 L+3.50% 375,000
 355,535
605 West 42nd Street 20.00% August 2027 L+1.44% 550,000
 550,000
21 East 66th Street 32.28% June 2033 1 Year Treasury+2.75% 1,590
 1,648
175-225 Third Street (8)
        —
 40,000
1745 Broadway (9)
        —
 345,000
Jericho Plaza (10)
        —
 81,099
724 Fifth Avenue (11)
        —
 275,000
Total floating rate debt        $3,246,284
 $3,979,066
Total joint venture mortgages and other loans payable    $9,267,809
 $9,548,204
Deferred financing costs, net        (103,748) (136,103)
Total joint venture mortgages and other loans payable, net    $9,164,061
 $9,412,101
(1)Economic interest represents the Company's interests in the joint venture as of March 31,September 30, 2018. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

(2)Interest rates as of March 31,September 30, 2018, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified.
(3)These loans are comprised of a $300.0 million fixed rate mortgage loan and $355.3 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.
(4)These loans are comprised of a $210.0 million fixed rate mortgage loan and $65.0 million fixed rate mezzanine loan.
(5)
Amount is comprised of $136.4$135.0 million, $54.5 million, and $170.6$132.6 million in fixed-rate mortgages that mature in August 2019, and June 2024, respectively.
(6)Inand April 2018, along with our joint venture partner, we closed on the sale of the property.
(7)The property secures a two year $100.0 million loan, of which $81.9 million is currently outstanding. In March 2018, we exercised a 12-month extension option.
(8)
In April 2018, we exercised a 12-month extension option.2028, respectively.
(9)
This loan has a committed amount of $375.0 million, of which $30.0 million was unfunded as of March 31, 2018.
(10)(6)This loan has a committed amount of $195.0 million, of which $22.5$17.3 million was unfunded as of March 31,September 30, 2018.
(11)(7)
This loan is a $1.5 billion construction facility, which bears interest at 350 basis points over 30-day LIBOR, with reductions in interest cost based on meeting certain conditions, and has an initial five-year term with two one-year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts.
(8)In April 2018, along with our joint venture partner, we closed on the sale of the property.
(9)In May 2018, along with our joint venture partner, we closed on the sale of the property.
(10)In June 2018, we closed on the sale of our interest in the property.
(11)In July 2018, we closed on the sale of substantially all of our interest in the property to our joint venture partner.
We act as the operating partner and day-to-day manager for all our joint ventures, except for Worldwide Plaza, 800 Third Avenue, Jericho Plaza, 280 Park Avenue, 3 Columbus Circle, 21 East 66th Street, 175-225 Third Street, 605 West 42nd Street, 400 East 57th 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 $3.8$2.4 million and $5.4$9.3 million from these services, net of our ownership share of the joint ventures, for the three and nine months ended March 31,September 30, 2018, respectively. We earned $1.5 million and $19.4 million from these services, net of our ownership share of the joint ventures, for the three and nine months ended September 30, 2017, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.

34
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

The combined balance sheets for the unconsolidated joint ventures, at March 31,September 30, 2018 and December 31, 2017 are as follows (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Assets (1)
      
Commercial real estate property, net$14,652,483
 $12,822,133
$14,091,365
 $12,822,133
Cash and restricted cash452,648
 494,909
350,802
 494,909
Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance359,396
 349,944
287,509
 349,944
Debt and preferred equity investments, net103,379
 202,539
189,427
 202,539
Other assets2,361,367
 1,407,806
2,235,237
 1,407,806
Total assets$17,929,273
 $15,277,331
$17,154,340
 $15,277,331
Liabilities and equity (1)
      
Mortgages and other loans payable, net$9,876,879
 $9,412,101
$9,164,061
 $9,412,101
Deferred revenue/gain1,911,564
 985,648
1,851,079
 985,648
Other liabilities493,369
 411,053
474,169
 411,053
Members' equity5,647,461
 4,468,529
Total liabilities and members' equity$17,929,273
 $15,277,331
Equity5,665,031
 4,468,529
Total liabilities and equity$17,154,340
 $15,277,331
Company's investments in unconsolidated joint ventures$3,034,596
 $2,362,989
$3,070,825
 $2,362,989
(1)The combined assets, liabilities and equity for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

The combined statements of operations for the unconsolidated joint ventures, for the three and nine months ended March 31,September 30, 2018 and 2017, are as follows (in thousands):
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
2018 20172018 2017 2018 2017
Total revenues$320,941
 $216,521
$304,869
 $216,100
 $940,005
 $643,210
Operating expenses59,773
 38,794
56,304
 38,055
 166,433
 115,996
Ground rent4,393
 4,251
4,397
 4,182
 13,247
 12,612
Real estate taxes57,027
 34,939
56,747
 37,282
 169,612
 107,391
Interest expense, net of interest income89,741
 55,328
88,328
 61,066
 269,717
 176,096
Amortization of deferred financing costs5,116
 6,505
4,446
 4,030
 16,912
 17,994
Transaction related costs—
 89
—
 —
 —
 146
Depreciation and amortization105,080
 71,164
101,538
 61,447
 318,113
 198,556
Total expenses321,130
 211,070
311,760
 206,062
 954,034
 628,791
Loss on early extinguishment of debt—
 (7,638) —
 (7,638)
Net (loss) income before gain on sale (1)
$(189) $5,451
$(6,891) $2,400
 $(14,029) $6,781
Company's equity in net income from unconsolidated joint ventures (1)
$4,036
 $6,614
$971
 $4,078
 $9,709
 $14,104
(1)The combined statements of operation and the Company's equity in net income for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018.
7. Deferred Costs
Deferred costs at March 31,September 30, 2018 and December 31, 2017 consisted of the following (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Deferred leasing costs$415,824
 $443,341
$438,964
 $443,341
Less: accumulated amortization(220,267) (217,140)(236,464) (217,140)
Deferred costs, net$195,557
 $226,201
$202,500
 $226,201

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

8. Mortgages and Other Loans Payable
The first mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments at March 31,September 30, 2018 and December 31, 2017, respectively, were as follows (amounts in thousands):
Property 
Maturity
Date
 
Interest
Rate (1)
 March 31, 2018 December 31, 2017 
Maturity
Date
 
Interest
Rate (1)
 September 30, 2018 December 31, 2017
Fixed Rate Debt:                  
Unsecured Loan June 2018 4.81% $16,000
 $16,000
One Madison Avenue May 2020 5.91% 477,843
 486,153
 May 2020 5.91% $461,159
 $486,153
762 Madison Avenue February 2022 5.00% 771
 771
 February 2022 5.00% 771
 771
100 Church Street July 2022 4.68% 216,240
 217,273
 July 2022 4.68% 214,575
 217,273
420 Lexington Avenue October 2024 3.99% 300,000
 300,000
 October 2024 3.99% 300,000
 300,000
400 East 58th Street (2)
 November 2026 3.00% 40,000
 40,000
 November 2026 3.00% 40,000
 40,000
Landmark Square January 2027 4.90% 100,000
 100,000
 January 2027 4.90% 100,000
 100,000
485 Lexington Avenue February 2027 4.25% 450,000
 450,000
 February 2027 4.25% 450,000
 450,000
1080 Amsterdam (3)
 February 2027 3.58% 36,300
 36,363
 February 2027 3.58% 35,975
 36,363
315 West 33rd Street February 2027 4.17% 250,000
 250,000
 February 2027 4.17% 250,000
 250,000
Series J Preferred Units (4)
 April 2051 3.75% 4,000
 4,000
919 Third Avenue (5)
 
 —
 500,000
919 Third Avenue (4)
 
 —
 500,000
Unsecured Loan (5)
   —
 16,000
Series J Preferred Units (6)
   —
 4,000
Total fixed rate debt   $1,891,154
 $2,400,560
   $1,852,480
 $2,400,560
Floating Rate Debt:            
1231 Third Avenue (7)
 January 2019 L+3.70% $45,000
 $—
FHLB Facility May 2019 L+0.27% 13,000
 —
183, 187 Broadway & 5-7 Dey Street May 2018 L+2.70% $58,000
 $58,000
 May 2019 L+2.70% 58,000
 58,000
2017 Master Repurchase Agreement June 2018 L+2.23% 189,883
 90,809
 June 2019 L+2.34% 300,000
 90,809
115 Spring Street September 2023 L+3.40% 65,550
 —
719 Seventh Avenue February 2019 L+3.05% 42,143
 41,622
 September 2023 L+1.20% 50,000
 41,622
220 East 42nd Street October 2020 L+1.60% 275,000
 275,000
220 East 42nd Street (8)
 

 —
 275,000
Total floating rate debt   $565,026
 $465,431
   $531,550
 $465,431
Total fixed rate and floating rate debt   $2,456,180
 $2,865,991
   $2,384,030
 $2,865,991
Mortgages reclassed to liabilities related to assets held for sale   —
 —
Mortgages reclassed to liabilities related to assets held for sale (7)
   (45,000) —
Total mortgages and other loans payable   $2,456,180
 $2,865,991
   $2,339,030
 $2,865,991
Deferred financing costs, net of amortization   (22,186) (28,709)   (22,342) (28,709)
Total mortgages and other loans payable, net   $2,433,994
 $2,837,282
   $2,316,688
 $2,837,282
(1)Interest rate as of March 31,September 30, 2018, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified.
(2)
The loan carries a fixed interest rate of 300 basis points for the first five years and is prepayable without penalty at the end of year five.
(3)
The loan is comprised of a $35.5 million mortgage loan and $0.9 million subordinate loan with a fixed interest rate of 350 basis points and 700 basis points, respectively, for the first five years and is prepayable without penalty at the end of year five.
(4)In connection with the acquisition of a commercial real estate property, the Operating Partnership issued $4.0 million, 3.75% Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of $1,000 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 provided for in the related agreement.
(5)Our investment in the property was deconsolidated as of January 1, 2018. See Note 6, "Investments in Unconsolidated Joint Ventures".
(5)In May 2018, the loan was repaid in connection with the sale of property.
(6)In June 2018, the Series J Preferred Units were redeemed in connection with the sale of the property.
(7)This property was held for sale at September 30, 2018 and the related mortgage of $45.0 million, is included in liabilities related to assets held for sale.
(8)In July 2018, the mortgage was repaid.
At March 31,September 30, 2018 and December 31, 2017, 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 $3.5$3.9 billion and $4.8 billion, respectively.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

Federal Home Loan Bank of New York Facility
The Company's wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, is a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga may borrow funds from the FHLBNY in the form of secured advances. As of September 30, 2018, we had $13.0 million in outstanding secured advances with a borrowing rate of 30-day LIBOR over 27 basis points.
Master Repurchase Agreements
The Company has entered into two Master Repurchase Agreements, or MRAs, known as the 2016 MRA and 2017 MRA, which provide us with the ability to sell certain debt investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase agreement by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facilities permit valuation adjustments based on capital markets activity, and are not limited to collateral-specific credit marks. To

35
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

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 our access to additional liquidity through the 2017 credit facility, as defined below.
In June 2017, we entered into the 2017 MRA, with a maximum facility capacity of $300.0 million. In April 2018, we increased the maximum facility capacity to $400.0 million. The facility bears interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advance rate and has an initial one year term, with two one year extension options. In June 2018, we exercised a one year extension option. At March 31,September 30, 2018, the facility had an outstanding balance of $189.5$299.4 million, net of deferred financing costs.
In July 2016, we entered into a restated 2016 MRA, with a maximum facility capacity of $300.0 million. In June 2018, we terminated the restated 2016 MRA. The facility bearsbore interest ranging from 225 and 400 basis points over 30-day LIBOR depending on the pledged collateral and hashad an initial two-year term, with a one year extension option. Since December 6, 2015, we havehad 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 when the average daily balance iswas less than $150.0 million. At March 31, 2018, the facility had no outstanding balance and a carrying value of $(0.6) million, representing deferred financing costs presented within other liabilities.
9. Corporate Indebtedness
2017 Credit Facility
In November 2017, we entered into an amendment to the credit facility, referred to as the 2017 credit facility, that was originally entered into by the Company in November 2012, or the 2012 credit facility. As of March 31,September 30, 2018, the 2017 credit facility consisted of a $1.5 billion revolving credit facility, a $1.3 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of March 31, 2022, March 31, 2023, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to March 31, 2023. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of March 31,September 30, 2018, the 2017 credit facility bore interest at a spread over 30-day LIBOR ranging from (i) 82.5 basis points to 155 basis points for loans under the revolving credit facility, (ii) 90 basis points to 175 basis points for loans under Term Loan A, and (iii) 150 basis points to 245 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company.
At March 31,September 30, 2018, the applicable spread was 100 basis points for the revolving credit facility, 110 basis points for Term Loan A, and 165 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of March 31,September 30, 2018, the facility fee was 20 basis points.
As of March 31,September 30, 2018, we had $11.8 million of outstanding letters of credit, zero$145.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of $1.5$1.3 billion under the 2017 credit facility. At March 31,September 30, 2018 and December 31, 2017, the revolving credit facility had a carrying value of $(9.2)$136.7 million and $30.3 million, respectively, net of deferred financing costs. The March 31, 2018 carrying value represents deferred financing costs and is presented within other liabilities. At March 31,September 30, 2018 and December 31, 2017, the term loan facilities had a carrying value of $1.5 billion and $1.5 billion, respectively, net of deferred financing costs.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2017 credit facility. ROP is a guarantor under the 2017 credit facility.
The 2017 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

36
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of March 31,September 30, 2018 and December 31, 2017, respectively, by scheduled maturity date (amounts in thousands):
Issuance March 31,
2018
Unpaid
Principal
Balance		 March 31,
2018
Accreted
Balance		 December 31,
2017
Accreted
Balance		 
Coupon
Rate (1)
 
Initial Term
(in Years)
 Maturity Date September 30,
2018
Unpaid
Principal
Balance		 September 30,
2018
Accreted
Balance		 December 31,
2017
Accreted
Balance		 
Interest
Rate (1)
 
Initial Term
(in Years)
 Maturity Date
August 5, 2011 (2)
 $250,000
 $249,972
 $249,953
 5.00% 7 August 2018
March 16, 2010 (2)
 250,000
 250,000
 250,000
 7.75% 10 March 2020 $250,000
 $250,000
 $250,000
 7.75% 10 March 2020
August 7, 2018 (3)
 350,000
 350,000
 —
 L+0.98% 3 August 2021
October 5, 2017 (3)
 500,000
 499,514
 499,489
 3.25% 5 October 2022 500,000
 499,565
 499,489
 3.25% 5 October 2022
November 15, 2012 (4)
 300,000
 304,920
 305,163
 4.50% 10 December 2022 300,000
 304,421
 305,163
 4.50% 10 December 2022
December 17, 2015 (2)
 100,000
 100,000
 100,000
 4.27% 10 December 2025 100,000
 100,000
 100,000
 4.27% 10 December 2025
August 5, 2011 (2) (5)
 —
 —
 249,953
   
 $1,400,000
 $1,404,406
 $1,404,605
    $1,500,000
 $1,503,986
 $1,404,605
   
Deferred financing costs, net   (8,086) (8,666)      (9,160) (8,666)   
 $1,400,000
 $1,396,320
 $1,395,939
    $1,500,000
 $1,494,826
 $1,395,939
   
(1)Interest rate as of September 30, 2018, taking into account interest rate hedges in effect during the period. Floating rate notes are presented with the stated spread over 3-month LIBOR, unless otherwise specified. Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.
(2)Issued by the Company, the Operating Partnership and ROP, as co-obligors.
(3)Issued by the Operating Partnership with the Company and ROP as guarantors.
(4)
In October 2017, the Company, the Operating Partnership and ROP, as co-obligors, issued an additional $100.0 million of 4.50% senior unsecured notes due December 2022. The notes were priced at 105.334%.
(5)Balance was repaid in August 2018.
Restrictive Covenants
The terms of the 2017 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of March 31,September 30, 2018 and December 31, 2017, we were in compliance with all such covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 125 basis points over the three-month LIBOR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

Principal Maturities
Combined aggregate principal maturities of mortgages and other loans payable, 2017 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of March 31,September 30, 2018, including as-of-right extension options and put options, were as follows (in thousands):
Scheduled
Amortization
 Principal 
Revolving
Credit
Facility
 Unsecured Term Loans 
Trust
Preferred
Securities
 
Senior
Unsecured
Notes
 Total 
Joint
Venture
Debt
Scheduled
Amortization
 Principal 
Revolving
Credit
Facility
 Unsecured Term Loans 
Trust
Preferred
Securities
 
Senior
Unsecured
Notes
 Total 
Joint
Venture
Debt
Remaining 2018$28,555
 $74,000
 $—
 $—
 $—
 $250,000
 $352,555
 $45,477
$9,881
 $—
 $—
 $—
 $—
 $—
 $9,881
 $2,568
201942,271
 42,143
 —
 —
 —
 —
 84,414
 262,460
42,271
 116,000
 —
 —
 —
 —
 158,271
 115,295
202023,466
 869,414
 —
 —
 —
 250,000
 1,142,880
 471,714
23,466
 704,531
 —
 —
 —
 250,000
 977,997
 276,822
202111,638
 —
 —
 —
 —
 —
 11,638
 454,571
11,638
 —
 —
 —
 —
 350,000
 361,638
 454,621
20229,430
 198,555
 —
 —
 —
 800,000
 1,007,985
 220,759
9,430
 198,555
 —
 —
 —
 800,000
 1,007,985
 220,810
Thereafter16,591
 1,140,117
 —
 1,500,000
 100,000
 100,000
 2,856,708
 2,878,381
16,591
 1,251,667
 145,000
 1,500,000
 100,000
 100,000
 3,113,258
 2,879,344
$131,951
 $2,324,229
 $—
 $1,500,000
 $100,000
 $1,400,000
 $5,456,180
 $4,333,362
$113,277
 $2,270,753
 $145,000
 $1,500,000
 $100,000
 $1,500,000
 $5,629,030
 $3,949,460
Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
2018 20172018 2017 2018 2017
Interest expense before capitalized interest$54,918
 $72,422
$64,078
 $72,859
 $180,550
 $217,273
Interest capitalized(6,686) (6,279)(8,504) (6,869) (22,785) (19,892)
Interest income(316) (521)(406) (356) (1,070) (1,269)
Interest expense, net$47,916
 $65,622
$55,168
 $65,634
 $156,695
 $196,112
10. Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Alliance Building Services, or Alliance, and its affiliates are partially owned by Gary Green, a son of Stephen L. Green, the chairman of our board of directors, and provide services to certain properties owned by us. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality, Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security, messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements.
Income earned from the profit participation, which is included in other income on the consolidated statements of operations, was $1.0$0.9 million and $0.8$3.0 million for the three and nine months ended March 31,September 30, 2018, respectively, and was $1.0 million and $3.0 million for the three and nine months ended September 30, 2017, respectively.
We also recorded expenses, inclusive of capitalized expenses, of $4.0$5.0 million and $4.5$14.0 million for the three and nine months ended March 31,September 30, 2018, and 2017, respectively, for these services (excluding services provided directly to tenants)., and $5.7 million and $16.0 million for the three and nine months ended September 30, 2017, respectively.
Management Fees
S.L. Green Management Corp., a consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from this entity of $0.1 million and $0.1$0.4 million for the three and nine months ended March 31,September 30, 2018, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2017, respectively.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

One Vanderbilt Investment
In December 2016, we entered into agreements with entities owned and controlled by Marc Holliday and Andrew Mathias, pursuant to which they agreed to make an investment in our One Vanderbilt project at the appraised fair market value for the interests acquired. This investment entitles these entities to receive approximately 1.50% - 1.80% and 1.00% - 1.20%, respectively, of any profits realized by the Company from its One Vanderbilt project in excess of the Company’s capital contributions. The entities have no right to any return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests will have no value and will not entitle these entities to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the Company has received distributions from the One Vanderbilt project in excess of the Company’s aggregate investment in the project. In the event that the Company does not realize a profit on its investment in the project (or would not realize a profit based on the value at the time the interests are repurchased), the entities owned and controlled by Messrs. Holliday and Mathias will lose the entire amount of their investment. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $1.0 million, respectively, which equal the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.
Other
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures as further described in Note 6, "Investments in Unconsolidated Joint Ventures." Amounts due from joint ventures and related parties at March 31,September 30, 2018 and December 31, 2017 consisted of the following (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Due from joint ventures$21,972
 $15,025
$12,485
 $15,025
Other9,333
 8,014
8,940
 8,014
Related party receivables$31,305
 $23,039
$21,425
 $23,039
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,September 30, 2018 and December 31, 2017, the noncontrolling interest unit holders owned 5.02%5.10%, or 4,715,3384,600,521 units, and 4.58%, or 4,452,979 units, of the Operating Partnership, respectively. As of March 31,September 30, 2018, 4,715,3384,600,521 shares of our common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating Partnership.
Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based on the closing stock price of our common stock at the end of the reporting period.
Below is the rollforward analysisa summary of the activity relating to the noncontrolling interests in the Operating Partnership for the threenine months ended March 31,September 30, 2018 and the twelve months ended December 31, 2017 (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Balance at beginning of period$461,954
 $473,882
$461,954
 $473,882
Distributions(3,841) (14,266)(11,469) (14,266)
Issuance of common units15,448
 25,723
19,980
 25,723
Redemption of common units—
 (21,574)(12,005) (21,574)
Net income5,272
 3,995
15,656
 3,995
Accumulated other comprehensive income allocation619
 (94)1,075
 (94)
Fair value adjustment(3,645) (5,712)(7,448) (5,712)
Balance at end of period$475,807
 $461,954
$467,743
 $461,954

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

Preferred Units of Limited Partnership Interest in the Operating Partnership
The Operating Partnership has 1,902,000 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 our 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.
The Operating Partnership has authorized up to 700,000 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 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.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

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 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 par, 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 occurrence 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 3.50% Series A Preferred Units of limited partnership interest, or the Subsidiary Series A Preferred Units, with a liquidation preference of $1,000.00 per unit. In August 2015, the Company issued 109,161 Subsidiary Series A Preferred Units in conjunction with an acquisition. The Subsidiary 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 Subsidiary 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 Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, at the option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Subsidiary Series B Preferred Unit. As of March 31,September 30, 2018, no Subsidiary Series B Preferred Units have been issued.
Below is the rollforward analysisa summary of the activity relating to the preferred units in the Operating Partnership for the threenine months ended March 31,September 30, 2018 and the twelve months ended December 31, 2017 (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Balance at beginning of period$301,735
 $302,010
$301,735
 $302,010
Issuance of preferred units—
 —
—
 —
Redemption of preferred units(150) (275)(450) (275)
Balance at end of period$301,585
 $301,735
$301,285
 $301,735
12. Stockholders’ Equity of the Company
Common Stock
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of March 31,September 30, 2018, 89,135,00985,593,863 shares of common stock and no shares of excess stock were issued and outstanding.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

Stock Repurchase Program
In August 2016, our boardBoard of directorsDirectors approved a stock repurchase plan under which we can buyrepurchase up to $1.0 billion of shares of our common stock. In December 2017, our boardThe Board of directorsDirectors has since authorized an increasetwo separate $500.0 million increases to the size of this plan by an additional $500 millionthe share repurchase program in the fourth quarter of our common stock,2017 and the second quarter of 2018 bringing itthe program total to a total of $1.5 billion of shares of our common stock.$2.0 billion.
At March 31,September 30, 2018, repurchases executed under the plan were as follows:
PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions) (1)
Shares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions) (1)
20178,342,411$101.648,342,411$652.0
Year ended 20178,342,411$101.648,342,411$1,152.0
First quarter 2018 (2)
3,653,928$97.0711,996,339$297.23,653,928$97.0711,996,339$797.2
Second quarter 20183,479,552$97.2215,475,891$458.9
Third quarter 2018252,947$99.7515,728,838$433.6
(1)Reflective of $1.5$2.0 billion plan maximum as of March 31,September 30, 2018.
(2)Includes 142,004 shares of common stock repurchased by the Company in March 2018 that were settled in April 2018.

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. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2018, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the nine months ended September 30, 2018 and 2017, respectively (dollars in thousands):
 Nine Months Ended September 30,
 2018 2017
Shares of common stock issued1,183
 1,771
Dividend reinvestments/stock purchases under the DRSPP$64
 $185
Earnings per Share
SL Green'sWe use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the three months ended March 31, 2018 and 2017 are computed as follows (in thousands):
 Three Months Ended March 31,
Numerator2018 2017
Basic Earnings:   
Income attributable to SL Green common stockholders$101,766
 $11,351
Effect of Dilutive Securities:   
Redemption of units to common shares5,272
 476
Diluted Earnings:   
Income attributable to SL Green common stockholders$107,038
 $11,827
 Three Months Ended March 31,
Denominator2018 2017
Basic Shares:   
Weighted average common stock outstanding90,520
 100,643
Effect of Dilutive Securities:   
Operating Partnership units redeemable for common shares4,683
 4,607
Stock-based compensation plans53
 304
Diluted weighted average common stock outstanding95,256
 105,554
period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

SL Green's earnings per share for the three and nine months ended September 30, 2018 and 2017 are computed as follows (in thousands):
 Three Months Ended September 30, Nine Months Ended September 30,
Numerator2018 2017 2018 2017
Basic Earnings:       
Income attributable to SL Green common stockholders$88,209
 $38,869
 $293,531
 $58,442
Less: distributed earnings allocated to participating securities(125) (109) (371) (330)
Less: undistributed earnings allocated to participating securities(33) —
 (138) —
Net income attributable to SL Green common stockholders (numerator for basic earnings per share)$88,051
 $38,760
 $293,022
 $58,112
Add back: undistributed earnings allocated to participating securities33
 —
 138
 —
Add back: distributed earnings allocated to participating securities125
 109
 371
 330
Add back: Effect of dilutive securities (redemption of units to common shares)4,797
 1,812
 15,656
 2,707
Income attributable to SL Green common stockholders (numerator for diluted earnings per share)$93,006
 $40,681
 $309,187
 $61,149
 Three Months Ended September 30, Nine Months Ended September 30,
Denominator2018 2017 2018 2017
Basic Shares:       
Weighted average common stock outstanding85,566
 97,783
 87,692
 99,431
Effect of Dilutive Securities:       
Operating Partnership units redeemable for common shares4,643
 4,543
 4,677
 4,570
Stock-based compensation plans219
 244
 211
 279
Diluted weighted average common stock outstanding90,428
 102,570
 92,580
 104,280
SL Green has excluded 1,210,802941,636 and 1,025,4191,137,971 common stock equivalents from the diluted shares outstanding for the three and nine months ended March 31,September 30, 2018, respectively, as they were anti-dilutive. SL Green has excluded 1,175,708 and 1,076,695 common stock equivalents from the diluted shares outstanding for the three and nine months ended September 30, 2017, respectively, as they were anti-dilutive.
13. Partners' Capital of the Operating Partnership
The Company is the sole managing general partner of the Operating Partnership and at March 31,September 30, 2018 owned 89,135,00985,593,863 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income (loss) and distributions.
Limited Partner Units
As of March 31,September 30, 2018, limited partners other than SL Green owned 5.02%5.10%, or 4,715,3384,600,521 common units, of the Operating Partnership.
Preferred Units
Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”
Earnings per Unit
The Operating Partnership's earnings per unit for the three and nine months ended March 31,September 30, 2018 and 2017, respectively, are computed as follows (in thousands):
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
Numerator2018 20172018
2017 2018 2017
Basic and Diluted Earnings:   
Basic Earnings:       
Income attributable to SLGOP common unitholders$107,038
 $11,827
$93,006
 $40,681
 $309,187
 $61,149
Less: distributed earnings allocated to participating securities(125) (109) (371) (330)
Less: undistributed earnings allocated to participating securities(33) —
 (138) —
Net Income attributable to SLGOP common unitholders (numerator for basic earnings per unit)$92,848
 $40,572
 $308,678
 $60,819
Add back: undistributed earnings allocated to participating securities33
 —
 138
 —
Add back: distributed earnings allocated to participating securities125
 109
 371
 330
Income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)$93,006
 $40,681
 $309,187
 $61,149
Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
Denominator2018 20172018
2017 2018 2017
Basic units:          
Weighted average common units outstanding95,203
 105,250
90,209
 102,326
 92,369
 104,001
Effect of Dilutive Securities:          
Stock-based compensation plans53
 304
219
 244
 211
 279
Diluted weighted average common units outstanding95,256
 105,554
90,428
 102,570
 92,580
 104,280
The Operating Partnership has excluded 1,210,802941,636 and 1,025,4191,137,971 common unit equivalents from the diluted units outstanding for the three and nine months ended March 31,September 30, 2018, respectively, as they were anti-dilutive. The Operating Partnership has excluded 1,175,708 and 1,076,695 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2017, respectively, as they were anti-dilutive.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

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.

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

Fourth Amended and Restated 2005 Stock Option and Incentive Plan
The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of directors in April 2016 and its stockholders in June 2016 at the Company's annual meeting of stockholders. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock, phantom shares, dividend equivalent rights, cash-based awards and other equity-based awards. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 27,030,000 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 3.74 Fungible Units per share subject to such awards, (2) stock options, stock appreciation rights and other awards that do not deliver full value and expire five years from the date of grant counting as 0.73 fungible units per share subject to such awards, and (3) all other awards (e.g., ten-year stock options) counting as 1.0 fungible units per share subject to such awards. Awards granted under the 2005 Plan prior to the approval of the fourth amendment and restatement in June 2016 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 27,030,000 shares. If a stock option or other award granted under the 2005 Plan expires or terminates, the common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of our common stock distributed under the 2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously terminated by the Company's board of directors, new awards may be granted under the 2005 Plan until June 2, 2026, 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,September 30, 2018, 7.3 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Options are granted under the plan with an exercise price at the fair market value of the Company's common stock on the date of grant and, subject to employment, generally expire five 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. We have also granted Class O LTIP Units, which are a class of LTIP Units in the Operating Partnership structured to provide economics similar to those of stock options. Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of common units of the Operating Partnership per Class O LTIP Unit determined by the increase in value of a share of the Company’s common stock at the time of conversion over a participation threshold, which equals the fair market value of a share of the Company’s common stock at the time of grant. Class O LTIP Units are entitled to distributions, subject to vesting, equal per unit to 10% of the per unit distributions paid with respect to the common units of the Operating Partnership.
The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option pricing model based on historical information with the following weighted average assumptions for grants during the threenine months ended March 31,September 30, 2018 and the year ended December 31, 2017.
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Dividend yield2.85% 2.51%2.85% 2.51%
Expected life3.5 years
 4.4 years
3.5 years
 4.4 years
Risk-free interest rate2.48% 1.73%2.48% 1.73%
Expected stock price volatility22.00% 28.10%22.00% 28.10%

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

A summary of the status of the Company's stock options as of March 31,September 30, 2018 and December 31, 2017, and changes during the threenine months ended March 31,September 30, 2018 and year ended December 31, 2017 are as follows:
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Options Outstanding 
Weighted Average
Exercise Price
 Options Outstanding 
Weighted Average
Exercise Price
Options Outstanding 
Weighted Average
Exercise Price
 Options Outstanding 
Weighted Average
Exercise Price
Balance at beginning of period1,548,719
 $101.48
 1,737,213
 $98.44
1,548,719
 $101.48
 1,737,213
 $98.44
Granted6,000
 97.91
 174,000
 105.66
6,000
 97.91
 174,000
 105.66
Exercised(4,000) 88.91
 (292,193) 81.07
(167,868) 90.54
 (292,193) 81.07
Lapsed or canceled(18,799) 111.39
 (70,301) 121.68
(90,199) 114.34
 (70,301) 121.68
Balance at end of period1,531,920
 $101.37
 1,548,719
 $101.48
1,296,652
 $101.98
 1,548,719
 $101.48
Options exercisable at end of period1,040,103
 $98.25
 800,902
 $94.33
931,169
 $99.41
 800,902
 $94.33
Total fair value of options granted during the period$84,068
  
 $3,816,652
  
$84,068
  
 $3,816,652
  
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 3.43.3 years and the remaining average contractual life of the options exercisable was 2.93.3 years.
During the three and nine months ended March 31,September 30, 2018, we recognized compensation expense for these options of $1.1 million and $4.3 million, respectively. During the three and nine months ended September 30, 2017, we recognized compensation expense for these options of $1.6$2.0 million and $2.0$5.9 million, respectively.
As of March 31,September 30, 2018, there was $6.7$3.7 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.21.0 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.
A summary of the Company's restricted stock as of March 31,September 30, 2018 and December 31, 2017 and charges during the threenine months ended March 31,September 30, 2018 and the year ended December 31, 2017, are as follows:
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Balance at beginning of period3,298,216
 3,202,031
3,298,216
 3,202,031
Granted33,450
 96,185
11,700
 96,185
Canceled(4,550) —
(9,100) —
Balance at end of period3,327,116
 3,298,216
3,300,816
 3,298,216
Vested during the period91,014
 95,736
92,114
 95,736
Compensation expense recorded$3,134,975
 $9,809,749
$9,441,158
 $9,809,749
Total fair value of restricted stock granted during the period$3,237,006
 $9,905,986
$1,222,031
 $9,905,986
The fair value of restricted stock that vested during the threenine months ended March 31,September 30, 2018 and the year ended December 31, 2017 was $9.7$9.8 million and $9.4 million, respectively. As of March 31,September 30, 2018 there was $18.1$13.4 million of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 2.01.8 years.
For the three and nine months ended March 31,September 30, 2018, and 2017, $1.6 million and $1.6$4.7 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options. For the three and nine months ended September 30, 2017 $1.4 million and $5.0 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.
We granted LTIP Units, which include bonus, time-based and performance based awards, with a fair value of $20.6 million and $20.5 million as of March 31,September 30, 2018 and December 31, 2017, respectively. The grant date fair value of the LTIP Unit awards was calculated in accordance with ASC 718. A third party consultant determined the fair value of the LTIP Units to have a discount

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

from our common stock price. The discount was calculated by considering the inherent uncertainty that the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of March 31,September 30, 2018, there was $9.7$5.2 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 1.2 years.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

1.0 year.
During the three and nine months ended March 31,September 30, 2018, we recorded compensation expense related to bonus, time-based and performance based awards of $2.3 million and $11.4 million, respectively. During the three and nine months ended September 30, 2017 we recorded compensation expense related to bonus, time-based and performance based awards of $6.9$2.5 million and $10.0$15.1 million, respectively.
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 could 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. Under the 2014 Outperformance Plan, two-thirds of the LTIP Units were subject to performance based vesting based on the Company’s absolute total return to stockholders and one-third of the LTIP Units were subject to performance based vesting based on relative total return to stockholders compared to the constituents of the MSCI REIT Index. LTIP Units earned under the 2014 Outperformance Plan were to 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 were not entitled to distributions with respect to LTIP Units granted under the 2014 Outperformance Plan unless and until they are earned. If LTIP Units were earned, each participant would have been 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 were to be paid currently with respect to all earned LTIP Units, whether vested or unvested.
Based on our performance, none of the LTIP Units granted under the 2014 Outperformance Plan were earned pursuant to the terms of the 2014 Outperformance Plan, and all units issued were forfeited in 2017.
The cost of the 2014 Outperformance Plan ($27.9 million, subject to forfeitures), based on the portion of the 2014 Outperformance Plan granted prior to termination, was amortized into earnings through December 31, 2017. We recorded no compensation expense for the three and nine months ended March 31,September 30, 2018 andrelated to the 2014 Outperformance Plan. We recorded compensation expense of $2.1$1.9 million and $8.2 million for the three and nine months ended March 31,September 30, 2017, 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 our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.
During the threenine months ended March 31,September 30, 2018, 10,21112,541 phantom stock units and 9,2669,394 shares of common stock were issued to our board of directors. We recorded compensation expense of $2.2$0.1 million and $1.9$2.2 million during the three and nine months ended March 31,September 30, 2018, respectively, related to the Deferred Compensation Plan. We recorded compensation expense of $0.1 million and $2.2 million during the three and nine months ended September 30, 2017, respectively, related to the Deferred Compensation Plan.
As of March 31,September 30, 2018, there were 110,064112,394 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

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,September 30, 2018, 107,193112,815 shares of our common stock had been issued under the ESPP.
15. Accumulated Other Comprehensive Income
The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of March 31,September 30, 2018 (in thousands):
Net unrealized gain on derivative instruments (1)
 
SL Green’s share
of joint venture
net unrealized gain
on derivative
instruments (2)
 Net unrealized gain on marketable securities Total
Net unrealized gain on derivative instruments (1)
 
SL Green’s share
of joint venture
net unrealized gain
on derivative
instruments (2)
 Net unrealized gain on marketable securities Total
Balance at December 31, 2017$12,542
 $5,020
 $1,042
 $18,604
$12,542
 $5,020
 $1,042
 $18,604
Other comprehensive (loss) income before reclassifications6,859
 3,114
 (315) 9,658
11,876
 6,266
 (44) 18,098
Amounts reclassified from accumulated other comprehensive income310
 1
 —
 311
(36) (367) —
 (403)
Balance at March 31, 2018$19,711
 $8,135
 $727
 $28,573
Balance at September 30, 2018$24,382
 $10,919
 $998
 $36,299
(1)Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of March 31,September 30, 2018 and December 31, 2017, 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 $2.7$1.8 million and $3.2 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 operations.
16. 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 consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

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,September 30, 2018 and December 31, 2017 (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, 2018
(unaudited)

March 31, 2018September 30, 2018
Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Assets:              
Marketable securities$28,252
 $—
 $28,252
 $—
$28,538
 $—
 $28,538
 $—
Interest rate cap and swap agreements (included in other assets)$23,629
 $—
 $23,629
 $—
$27,547
 $—
 $27,547
 $—
 December 31, 2017
 Total Level 1 Level 2 Level 3
Assets:       
Marketable securities$28,579
 $—
 $28,579
 $—
Interest rate cap and swap agreements (included in other assets)$16,692
 $—
 $16,692
 $—
We determine other than temporary impairment in real estate investments and debt and preferred equity investments, including intangibles primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. All of which are classified as Level 3 inputs.
AsIn May 2018, the Company was the successful bidder at the foreclosure of March 31, 2018, we held notes receivable with an2 Herald Square, at which time the Company's $250.5 million outstanding principal balance of $250.5and $7.7 million and an accrued interest balance receivables were credited to our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. This resulted in the recognition of $7.7a fair value adjustment of $8.1 million, which were purchased at par,is reflected on the Company's consolidated statement of operations within purchase price and were in maturity defaultother fair value adjustments. This fair value was determined by utilizing our successful bid at the timeforeclosure of acquisition. In August 2017, the Company determined that it was probable thatasset, the loans would not be repaidagreement to sell a partial interest in full and therefore, the loans were put on non-accrual status. The Company has initiated proceedings to foreclose on the property, and expects to take controlcash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as a sales comparison approach, which utilizes comparable sales, listings and sales contracts, all of the property unless the buyer is able to repay the principal and interest, including default interest and fees, on the notes receivable in full prior to the completion of the foreclosure process. We believe the collateral value is sufficient to recover the carrying amounts of the notes receivable.which are classified as Level 3 inputs.
In January 2018, the partnership agreement for our investment in 919 Third Avenue was modified resulting in the Company no longer having a controlling interest in this investment. As a result the investment was deconsolidated as of January 1, 2018. The Company recorded its non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was determined using a third party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. All of which are classified as Level 3 inputs.
Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model driven valuations using the significant inputs derived from or corroborated by observable market data. 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

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

is classified as Level 3, is estimated by discounting the contractual cash flows of each debt instrument to their present value using adjusted market interest rates, which is provided by a third-party specialist.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

The following table provides the carrying value and fair value of these financial instruments as of March 31,September 30, 2018 and December 31, 2017 (in thousands):
March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Carrying Value (1)
 Fair Value 
Carrying Value (1)
 Fair Value
Carrying Value (1)
 Fair Value 
Carrying Value (1)
 Fair Value
              
Debt and preferred equity investments$2,085,871
 
(2) 
 $2,114,041
 
(2) 
$1,977,057
 
(2) 
 $2,114,041
 
(2) 
              
Fixed rate debt$3,795,560
 $3,840,843
 $4,305,165
 $4,421,866
$3,506,466
 $3,516,292
 $4,305,165
 $4,421,866
Variable rate debt1,665,026
 1,673,313
 1,605,431
 1,612,224
2,126,550
 2,149,406
 1,605,431
 1,612,224
$5,460,586
 $5,514,156
 $5,910,596
 $6,034,090
$5,633,016
 $5,665,698
 $5,910,596
 $6,034,090
(1)Amounts exclude net deferred financing costs.
(2)At both March 31,September 30, 2018, debt and preferred equity investments had an estimated fair value ranging between $2.0 billion and $2.2 billion. At December 31, 2017, debt and preferred equity investments had an estimated fair value ranging between $2.1 billion and $2.3 billion.

Disclosure about fair value of financial instruments was based on pertinent information available to us as of March 31,September 30, 2018 and December 31, 2017. 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.
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 sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income 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,September 30, 2018 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).
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 Swap$200,000
 1.131% July 2016 July 2023 Other Assets $14,149
$200,000
 1.131% July 2016 July 2023 Other Assets $15,924
Interest Rate Swap100,000
 1.161% July 2016 July 2023 Other Assets 6,927
100,000
 1.161% July 2016 July 2023 Other Assets 7,829
Interest Rate Cap137,500
 4.000% September 2017 September 2019 Other Assets 19
137,500
 4.000% September 2017 September 2019 Other Assets 1
Interest Rate Swap100,000
 1.928% December 2017 November 2020 Other Assets 1,273
100,000
 1.928% December 2017 November 2020 Other Assets 1,901
Interest Rate Swap100,000
 1.934% December 2017 November 2020 Other Assets 1,260
100,000
 1.934% December 2017 November 2020 Other Assets 1,892
    $23,628
    $27,547
During the three months ended March 31,September 30, 2018, we recorded a loss on the changes in the fair value of $0.2$0.1 million, which is included in interest expense in the consolidated statements of operations. During the threenine months ended March 31,September 30, 2018, we recorded a loss on the changes in the fair value of $0.4 million, which is included in interest expense in the consolidated statements of operations. During both the three and nine months ended September 30, 2017, we recorded a loss on the changes in the fair value of $0.1 million, which is included in interest expense in the consolidated statements of operations.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

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,September 30, 2018, 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 zero. As of March 31,September 30, 2018, the Company

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

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 zero at March 31,September 30, 2018.
Gains and losses on terminated hedges are included in accumulated other comprehensive income, and are recognized into earnings over the term of the related mortgage obligation. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive income 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 $1.3$3.7 million of the current balance held in accumulated other comprehensive income will be reclassified into interest expense and $1.0$1.9 million of the portion related to our share of joint venture accumulated other comprehensive income 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 operations for the three months ended March 31,September 30, 2018 and 2017, respectively (in thousands):

Amount of Gain (Loss)
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) Recognized in Income on Derivative
Amount of (Loss)
Recognized into Income
(Ineffective Portion)
Amount of Gain (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss  into Income
(Effective Portion)
Location of Gain (Loss) Recognized in Income on Derivative
Amount of Gain (Loss)
Recognized into Income
(Ineffective Portion)


Three Months Ended March 31,

Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended September 30,

Three Months Ended September 30,
Three Months Ended September 30,
Derivative
2018
2017

2018
2017
2018
2017
2018
2017

2018
2017
2018
2017
Interest Rate Swaps/Caps
$7,282
 $(3,137)
Interest expense
$329
 $979

Interest expense
$(9) $(8)
$2,207
 $(304)
Interest expense
$295
 $(85)
Interest expense
$19
 $4
Share of unconsolidated joint ventures' derivative instruments
3,313
 341

Equity in net income from unconsolidated joint ventures
1
 399

Equity in net income from unconsolidated joint ventures
(89) (95)
2,263
 (290)
Equity in net income from unconsolidated joint ventures
238
 (185)
Equity in net income from unconsolidated joint ventures
16
 (48)


$10,595

$(2,796)
$330

$1,378

$(98)
$(103)
$4,470

$(594)
$533

$(270)
$35

$(44)
The following table presents the effect of our derivative financial instruments and our share of our joint ventures' derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the nine months ended September 30, 2018 and 2017, respectively (in thousands):
  
Amount of Gain (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
 Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income 
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss  into Income
(Effective Portion)
 Location of Gain (Loss) Recognized in Income on Derivative 
Amount of Gain (Loss)
Recognized into Income
(Ineffective Portion)
  Nine Months Ended September 30,  Nine Months Ended September 30,  Nine Months Ended September 30,
Derivative 2018 2017  2018 2017  2018 2017
Interest Rate Swaps/Caps $12,605
 $(5,477) Interest expense $42
 $(1,583) Interest expense $7
 $(4)
Share of unconsolidated joint ventures' derivative instruments 6,668
 (1,277) Equity in net income from unconsolidated joint ventures 392
 (876) Equity in net income from unconsolidated joint ventures (103) (109)
  $19,273
 $(6,754)   $434
 $(2,459)   $(96) $(113)

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

18. Commitments and Contingencies
Legal Proceedings
As of March 31,September 30, 2018, the Company and the Operating Partnership were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined could have a material adverse impact on us.
Environmental Matters
Our management believes that the properties are in compliance in all material respects with applicable Federal, state and local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31, 2018
(unaudited)

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,September 30, 2018 (in thousands):
 Capital lease 
Non-cancellable
operating leases
 Capital lease 
Non-cancellable
operating leases
Remaining 2018 $1,790
 $23,286
 $2,662
 $8,959
2019 2,411
 31,066
 10,825
 35,943
2020 2,620
 31,437
 11,244
 36,435
2021 2,794
 31,628
 11,634
 36,752
2022 2,794
 29,472
 11,855
 34,724
2023 2,794
 27,166
 12,082
 32,549
Thereafter 817,100
 676,088
 1,391,066
 1,008,779
Total minimum lease payments $832,303
 $850,143
 $1,451,368
 $1,194,141
Amount representing interest (789,274)   (1,142,418)  
Amount classified within liabilities held for sale (1)
 (265,534)  
Capital lease obligations $43,029
   $43,416
  
(1)Related to the ground lease at 2 Herald Square, which is under contract for sale of a joint venture interest and has been classified as held for sale as of September 30, 2018.
19. Segment Information
The Company has two reportable segments, real estate and debt and preferred equity investments. We evaluate real estate performance and allocate resources based on earnings 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, insurance, real estate taxes and ground rent expense (at certain applicable properties). See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity investments.
Selected consolidated results of operations for the three and nine months ended March 31,September 30, 2018 and 2017, and selected asset information as of March 31,September 30, 2018 and December 31, 2017, regarding our operating segments are as follows (in thousands):
  Real Estate Segment Debt and Preferred Equity Segment Total Company
Total revenues      
Three months ended:      
March 31, 2018 $256,405
 $45,290
 $301,695
March 31, 2017 337,082
 40,299
 377,381
Net income before equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, purchase price and other fair value adjustments, gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities     

Three months ended:     

March 31, 2018 $14,024
 $33,425
 $47,449
March 31, 2017 13,807
 37,513
 51,320
Total assets     

As of:     

March 31, 2018 $11,144,740
 $2,236,130
 $13,380,870
December 31, 2017 11,643,261
 2,339,643
 13,982,904
Net income before equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, purchase price and other fair value adjustments, gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities 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

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
March 31,September 30, 2018
(unaudited)

includes
  Real Estate Segment Debt and Preferred Equity Segment Total Company
Total revenues      
Three months ended:      
September 30, 2018 $258,568
 $48,977
 $307,545
September 30, 2017 326,780
 47,820
 374,600
Nine months ended:      
September 30, 2018 766,816
 143,540
 910,356
September 30, 2017 1,001,390
 148,741
 1,150,131
Net income     

Three months ended:     

September 30, 2018 $62,587
 $36,867
 $99,454
September 30, 2017 6,073
 39,722
 45,795
Nine months ended:      
September 30, 2018 224,609
 104,567
 329,176
September 30, 2017 (68,379) 131,113
 62,734
Total assets     

As of:     

September 30, 2018 $11,256,296
 $2,198,708
 $13,455,004
December 31, 2017 11,631,290
 2,351,614
 13,982,904
Interest costs for the debt and preferred equity segment include actual costs incurred for borrowings on the 2016 MRA and 2017 MRA. Interest is imputed on the investments that do not collateralize the 2016 MRA or 2017 MRA using our corporate borrowing cost. We also allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment. We do not allocate marketing, general and administrative expenses to the debt and preferred equity segment since the use of personnel and resources is dependent on transaction volume between the two segments and varies period over period. In addition, we base performance on the individual segments prior to allocating marketing, general and administrative expenses. For the three and nine months ended March 31,September 30, 2018, marketing, general and administrative expenses totaled $20.6 million, and $66.6 million, respectively. For the three and nine months ended September 30, 2017, marketing, general and administrative expenses totaled $23.5$24.0 million, and $24.1$72.4 million, respectively. 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 net income before equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, purchase price and other fair value adjustments, gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities to net income for the three months ended March 31, 2018 and 2017 (in thousands):
  Three Months Ended March 31,
  2018
2017
Net income before equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, purchase price and other fair value adjustments, gain on sale of real estate, net, depreciable real estate reserves, and gain on sale of investment in marketable securities $47,449
 $51,320
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (6,440) 2,047
Purchase price and other fair value adjustments 49,293
 —
Gain on sale of real estate, net 23,521
 567
Depreciable real estate reserves —
 (56,272)
Gain on sale of investment in marketable securities —
 3,262
Net income $113,823
 $924

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the acquisition, development, ownership, management and operation of commercial and residential real estate properties, principally office properties, located in the New York metropolitan area. 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 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 on this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017.
As of March 31,September 30, 2018, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
 Consolidated Unconsolidated Total   Consolidated Unconsolidated Total  
Location 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)
 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 20
 12,387,091
 11
 12,165,164
 31
 24,552,255
 94.2% Office 21
(2)12,756,091
 10
 11,491,164
 31
 24,247,255
 94.5%
 Retail 4
(2)302,583
 9
 347,970
 13
 650,553
 94.2% Retail 5
(3)312,623
 9
 352,174
 14
 664,797
 98.4%
 Development/Redevelopment 8
 318,985
 3
 416,214
 11
 735,199
 44.4% Development/Redevelopment 7
 308,945
 2
 347,000
 9
 655,945
 40.1%
 Fee Interest 1
 176,530
 1
 —
 2
 176,530
 100.0% Fee Interest —
 —
 1
 —
 1
 —
 —%
 33
 13,185,189
 24
 12,929,348
 57
 26,114,537
 92.8% 33
 13,377,659
 22
 12,190,338
 55
 25,567,997
 93.2%
Suburban Office 20
(3)3,013,200
 2
 640,000
 22
 3,653,200
 83.1% Office 13

2,295,200
 —
 —
 13
 2,295,200
 91.6%
 Retail 1
 52,000
 —
 —
 1
 52,000
 100.0% Retail 1
 52,000
 —
 —
 1
 52,000
 100.0%
 Development/Redevelopment 1
 1,000
 1
 —
 2
 1,000
 —% Development/Redevelopment 1
 1,000
 —
 —
 1
 1,000
 —%
 22
 3,066,200
 3
 640,000
 25
 3,706,200
 83.3% 15
 2,348,200
 —
 —
 15
 2,348,200
 91.7%
Total commercial propertiesTotal commercial properties 55
 16,251,389
 27
 13,569,348
 82
 29,820,737
 91.6%Total commercial properties 48
 15,725,859
 22
 12,190,338
 70
 27,916,197
 93.1%
Residential:                            
Manhattan Residential 3
(2)472,105
 10
 2,156,751
 13
 2,628,856
 88.9% Residential 4
(3)(4)511,097
 10
 2,156,751
 14
 2,667,848
 92.4%
Suburban Residential —
 —
 —
 —
 —
 —
 —% Residential —
 —
 —
 —
 —
 —
 —%
Total residential propertiesTotal residential properties 3
 472,105
 10
 2,156,751
 13
 2,628,856
 88.9%Total residential properties 4
 511,097
 10
 2,156,751
 14
 2,667,848
 92.4%
Total portfolioTotal portfolio 58
 16,723,494
 37
 15,726,099
 95
 32,449,593
 91.4%Total portfolio 52
 16,236,956
 32
 14,347,089
 84
 30,584,045
 93.0%
(1)The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
(2)Includes 2 Herald Square, which is under contract for sale of a joint venture interest and has been classified as held for sale as of September 30, 2018.
(3)As of March 31,September 30, 2018, we owned a building at 315 West 33rd Street, also known as The Olivia, 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 this building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
(3)(4)Includes the properties at 115-117 StevensUpper East Side Residential Assemblage and 1231 Third Avenue, in Valhalla, New York, and 1-6 International Drive in Rye Brook, New York which are classified as held for sale at March 31,September 30, 2018.
As of March 31,September 30, 2018, we also managed an approximately 336,000 square foot (unaudited) office building owned by a third party and held debt and preferred equity investments with a book value of $2.1 billion, including $0.1 billion of debt and preferred equity investments and other financing receivables that are included in other balance sheet line items other than the Debt and Preferred Equity Investments line item.


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Critical Accounting Policies
Refer to the 2017 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, 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 and nine months ended March 31,September 30, 2018.

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Reconciliation of Net Income to Same-Store Operating Income
We present Same-Store Operating Income because we believe that this measure, when taken together with the corresponding GAAP financial measures and our reconciliation, provides investors with meaningful information regarding the operating performance of our properties. When operating performance is compared across multiple periods, the investor is provided with information not immediately apparent from net income that is determined in accordance with GAAP. Same-Store Operating Income provides information on trends in the revenue generated and expenses incurred in operating our properties, unaffected by the cost of leverage, depreciation, amortization, and other net income components. We use this metric internally as a performance measure. This measure is not 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. This metric may be defined differently, and may not be comparable, to similarly named metrics used by other companies.
For properties owned since January 1, 2017 and still owned and operated at March 31,September 30, 2018, Same-Store Operating Income is determined as follows (in millions):
 Three months ended Three months ended Nine months ended
 March 31, September 30, September 30,
(in millions) 2018 2017 2018 2017 2018 2017
Net income $113.8
 $0.9
 $99.5
 $45.8
 $329.2
 $62.7
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate 6.4
 (2.0)
Equity in net gain on sale of interest in unconsolidated joint venture/real estate (70.9) (1.0) (136.5) (16.2)
Purchase price and other fair value adjustments (49.3) —
 3.1
 —
 (57.4) —
Gain on sale of real estate, net (23.5) (0.6)
Loss (gain) on sale of real estate, net 2.5
 —
 (6.2) 3.3
Depreciable real estate reserves —
 56.3
 6.7
 —
 6.7
 85.3
Loss on early extinguishment of debt 2.2
 —
 2.2
 —
Gain on sale of investment in marketable securities —
 (3.3) —
 —
 —
 (3.3)
Depreciation and amortization 69.4
 94.1
 70.7
 91.7
 208.0
 318.9
Interest expense, net of interest income 47.9
 65.6
 55.2
 65.6
 156.7
 196.1
Amortization of deferred financing costs 3.5
 4.8
 2.6
 4.0
 9.7
 12.2
Loss on early extinguishment of debt (2.2) —
 (2.2) —
Operating income 168.2
 215.8
 169.4
 206.1
 510.2
 659.0
Less: Operating income from other properties/affiliates (36.1) (83.4) (34.5) (79.0) (110.7) (270.8)
Same-store operating income $132.1
 $132.4
 $134.9
 $127.1
 $399.5
 $388.2
 

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Results of Operations
Comparison of the three months ended March 31,September 30, 2018 to the three months ended March 31,September 30, 2017
The following comparison for the three months ended March 31,September 30, 2018, or 2018, to the three months ended March 31,September 30, 2017, or 2017, makes reference to the effect of the following: 
i.
“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2017 and still owned by us in the same manner at March 31,September 30, 2018 (Same-Store Properties totaled 4840 of our 5852 consolidated properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2018 and 2017 and properties that are under development, redevelopment,
iii."Disposed Properties" which represents all properties sold as well as interests in properties sold or partially sold in 2018 and 2017, and
iv.“Other,” which represents properties that were partially sold resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.

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Table of Contents


 Same-Store Disposed Other Consolidated Same-Store Disposed Other Consolidated
(in millions) 2018 2017 
$
Change
 
%
Change
 2018 2017 2018 2017 2018 2017 
$
Change
 
%
Change
 2018 2017 
$
Change
 
%
Change
 2018 2017 2018 2017 2018 2017 
$
Change
 
%
Change
Rental revenue $208.7
 $209.1
 $(0.4) (0.2)% $0.5
 $17.2
 $6.2
 $55.0
 $215.4
 $281.3
 $(65.9) (23.4)% $210.7
 $204.2
 $6.5
 3.2 % $0.4
 $14.1
 $10.7
 $56.5
 $221.8
 $274.8
 $(53.0) (19.3)%
Escalation and reimbursement 26.8
 25.8
 1.0
 3.9 % —
 1.4
 (0.4) 17.0
 26.4
 44.2
 (17.8) (40.3)% 28.9
 27.1
 1.8
 6.6 % 0.1
 1.2
 0.1
 16.4
 29.1
 44.7
 (15.6) (34.9)%
Investment income —
 —
 —
 — % —
 —
 45.3
 40.3
 45.3
 40.3
 5.0
 12.4 % —
 —
 —
 — % —
 —
 49.0
 47.8
 49.0
 47.8
 1.2
 2.5 %
Other income 3.9
 1.0
 2.9
 290.0 % —
 0.2
 10.7
 10.4
 14.6
 11.6
 3.0
 25.9 % 1.3
 1.6
 (0.3) (18.8)% (0.6) 0.1
 7.0
 5.6
 7.7
 7.3
 0.4
 5.5 %
Total revenues 239.4
 235.9
 3.5
 1.5 % 0.5
 18.8
 61.8
 122.7
 301.7
 377.4
 (75.7) (20.1)% 240.9
 232.9
 8.0
 3.4 % (0.1) 15.4
 66.8
 126.3
 307.6
 374.6
 (67.0) (17.9)%
                                                
Property operating expenses 107.3
 103.5
 3.8
 3.7 % 0.3
 6.4
 6.1
 34.0
 113.7
 143.9
 (30.2) (21.0)% 106.0
 105.8
 0.2
 0.2 % 0.3
 7.1
 8.8
 35.5
 115.1
 148.4
 (33.3) (22.4)%
Transaction related costs —
 —
 —
 — % —
 —
 0.2
 0.1
 0.2
 0.1
 0.1
 100.0 % —
 —
 —
 — % —
 —
 0.2
 0.2
 0.2
 0.2
 —
 — %
Marketing, general and administrative —
 —
 —
 — % —
 —
 23.5
 24.1
 23.5
 24.1
 (0.6) (2.5)% —
 —
 —
 — % —
 —
 20.6
 24.0
 20.6
 24.0
 (3.4) (14.2)%
 107.3
 103.5
 3.8
 3.7 % 0.3
 6.4
 29.8
 58.2
 137.4
 168.1
 (30.7) (18.3)% 106.0
 105.8
 0.2
 0.2 % 0.3
 7.1
 29.6
 59.7
 135.9
 172.6
 (36.7) (21.3)%
                                                
Operating income before equity in net income from unconsolidated joint ventures $132.1
 $132.4
 $(0.3) (0.2)% $0.2
 $12.4
 $32.0
 $64.5
 $164.3
 $209.3
 $(45.0) (21.5)%
                        
Other income (expenses):                                                
Interest expense and amortization of deferred financing costs, net of interest income                 (51.5) (70.4) 18.9
 (26.8)%                 (57.8) (69.6) 11.8
 (17.0)%
Depreciation and amortization         

       (69.4) (94.1) 24.7
 (26.2)%         

       (70.7) (91.7) 21.0
 (22.9)%
Equity in net income from unconsolidated joint ventures                 4.0
 6.6
 (2.6) (39.4)%                 1.0
 4.1
 (3.1) (75.6)%
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate                 (6.4) 2.0
 (8.4) (420.0)%
(Loss) gain on sale of real estate, net                 (2.5) —
 (2.5) 100.0 %
Depreciable real estate reserves                 (6.7) —
 (6.7) 100.0 %
Purchase price and other fair value adjustments                 49.3
 —
 49.3
 100.0 %                 (3.1) —
 (3.1) 100.0 %
Gain on sale of real estate, net                 23.5
 0.6
 22.9
 3,816.7 %
Depreciable real estate reserves                 —
 (56.3) 56.3
 (100.0)%
Gain on sale of investment in marketable securities                 —
 3.3
 (3.3) (100.0)%
Equity in net gain on sale of interest in unconsolidated joint venture/real estate                 70.9
 1.0
 69.9
 6,990.0 %
Loss on early extinguishment of debt                 (2.2) —
 (2.2) 100.0 %
Loan loss and other investment reserves, net of recoveries                 (1.1) —
 (1.1) 100.0 %
Net income                 $113.8
 $1.0
 $112.8
 11,280.0 %                 $99.5
 $45.8
 $53.7
 117.2 %
Rental, Escalation and Reimbursement Revenues
Rental revenues decreased primarily as a result of the effect of the deconsolidation of 919 Third AvenueDisposed Properties ($23.913.7 million), and the partial sale and deconsolidation of 1515 Broadway ($23.3 million),along with the saledeconsolidation of 600 Lexington Avenue ($4.5 million), the sale of 885919 Third Avenue ($3.647.1 million) and the sale of 16 Court Street. The decrease was partially offset by increased revenue at our Same-Store properties ($3.36.5 million).
Escalation and reimbursement revenue decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadway ($10.0 million), and the effect ofalong with the deconsolidation of 919 Third Avenue ($5.116.0 million), partially offset by higher recoveries at our Same-Store properties ($1.01.8 million).

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The following table presents a summary of the commenced leasing activity for the three months ended March 31,September 30, 2018 in our Manhattan and Suburban portfolio:
 
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Manhattan 
  
  
  
  
  
  
Space available at beginning of the period1,437,819
  
    
  
  
  
Space which became available during the period (3)
   
    
  
  
  
•       Office318,984
  
  
  
  
  
  
•       Retail11,072
  
  
  
  
  
  
•       Storage512
  
  
  
  
  
  
 330,568
  
  
  
  
  
  
Total space available1,768,387
  
  
  
  
  
  
Leased space commenced during the period: 
  
  
  
  
  
  
•       Office(4)
423,262
 460,000
 $63.81
 $60.75
 $81.95
 5.4
 23.6
•       Retail3,885
 3,355
 $199.76
 $126.45
 $—
 2.0
 6.4
•       Storage512
 645
 $30.31
 $38.07
 $—
 —
 11.5
Total leased space commenced427,659
 464,000
 $64.75
 $64.75
 $81.24
 5.3
 23.5
              
Total available space at end of period1,340,728
  
  
  
  
  
  
              
Early renewals 
    
  
  
  
  
•       Office56,030
 90,348
 $70.77
 $68.80
 $6.98
 8.3
 8.4
•       Retail26,000
 25,735
 $27.45
 $32.58
 $77.72
 —
 15.0
Total early renewals82,030
 116,083
 $61.17
 $60.77
 $22.66
 6.5
 9.9
              
Total commenced leases, including replaced previous vacancy 
  
          
•       Office  550,348
 $64.95
 $66.03
 $69.64
 5.8
 21.1
•       Retail 
 29,090
 $47.32
 $43.41
 $68.76
 0.2
 14.0
•       Storage 
 645
 $30.31
 $38.07
 $—
 —
 11.5
Total commenced leases 
 580,083
 $64.03
 $61.99
 $69.52
 5.6
 20.7

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Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Manhattan 
  
  
  
  
  
  
Space available at beginning of the period1,502,238
  
    
  
  
  
Property no longer in redevelopment79,192
            
Sold Vacancies(28,347)            
Property in redevelopment(51,583)            
Space which became available during the period (3)
   
    
  
  
  
•       Office275,294
  
  
  
  
  
  
•       Retail133
  
  
  
  
  
  
•       Storage1,546
  
  
  
  
  
  
 276,973
  
  
  
  
  
  
Total space available1,778,473
  
  
  
  
  
  
Leased space commenced during the period: 
  
  
  
  
  
  
•       Office(4)
315,506
 341,857
 $67.91
 $61.78
 $71.00
 8.1
 9.8
•       Retail25,982
 26,252
 $71.48
 $285.37
 $196.08
 11.4
 14.6
•       Storage4,330
 5,412
 $31.28
 $30.31
 $—
 —
 9.3
Total leased space commenced345,818
 373,521
 $67.63
 $63.46
 $78.76
 8.2
 10.0
              
Total available space at end of period1,432,655
  
  
  
  
  
  
              
Early renewals 
    
  
  
  
  
•       Office97,309
 103,773
 $92.44
 $80.79
 $84.05
 8.8
 11.8
Total early renewals97,309
 103,773
 $92.44
 $80.79
 $84.05
 8.8
 11.8
              
Total commenced leases, including replaced previous vacancy 
  
          
•       Office  445,630
 $73.62
 $67.55
 $80.72
 8.3
 10.2
•       Retail 
 26,252
 $71.48
 $285.37
 $196.08
 11.4
 14.6
•       Storage 
 5,412
 $31.28
 $30.31
 $—
 —
 4.0
Total commenced leases 
 477,294
 $73.02
 $68.67
 $86.15
 8.3
 10.4

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Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Suburban 
  
  
  
  
  
   
  
  
  
  
  
  
Space available at beginning of period655,672
  
  
  
  
  
  440,860
  
  
  
  
  
  
Sold vacancies(255,555)            
Space which became available during the period(3)
   
  
  
  
  
     
  
  
  
  
  
• Office70,350
  
  
  
  
  
  32,306
  
  
  
  
  
  
• Storage2,806
  
  
  
  
  
  200
  
  
  
  
  
  
73,156
  
  
  
  
  
  32,506
  
  
  
  
  
  
Total space available728,828
  
  
  
  
  
  217,811
  
  
  
  
  
  
Leased space commenced during the period: 
    
  
  
  
   
    
  
  
  
  
• Office(5)
37,201
 36,578
 $32.94
 $32.28
 $19.64
 3.9
 5.020,278
 20,445
 $38.73
 $38.27
 $6.63
 1.0
 2.6
• Retail1,000
 1,300
 $35.00
 $—
 $—
 9.0
 10.8
• Storage905
 984
 $14.71
 $13.43
 $—
 —
 4.7200
 200
 $10.00
 $10.00
 $—
 —
 0.5
Total leased space commenced38,106
 37,562
 $32.46
 $31.58
 $19.13
 3.8
 5.021,478
 21,945
 $38.24
 $37.89
 $6.18
 1.4
 3.1
                         
Total available space at end of the period690,722
  
         196,333
  
          
                         
Early renewals 
  
          
  
          
• Office61,179
 61,581
 $32.50
 $38.11
 $29.76
 10.9
 8.16,750
 6,750
 $34.14
 $34.14
 $0.88
 1.0
 2.2
• Retail50,247
 50,247
 $7.46
 $7.46
 $—
 9.0
 12.3
Total early renewals61,179
 61,581
 $32.50
 $38.11
 $29.76
 10.9
 8.156,997
 56,997
 $10.62
 $10.62
 $0.10
 8.1
 11.1
                         
Total commenced leases, including replaced previous vacancy 
  
  
  
  
  
  
  
  
  
  
  
  
• Office 
 98,159
 $32.66
 $36.89
 $25.99
 8.3
 6.9 
 27,195
 $37.59
 $36.97
 $5.20
 1.0
 2.5
• Retail 
 51,547
 $8.15
 $7.46
 $—
 9.0
 12.2
• Storage 
 984
 $14.71
 $13.43
 $—
 —
 4.7 
 200
 $10.00
 $10.00
 $—
 —
 0.5
Total commenced leases 
 99,143
 $32.48
 $36.70
 $25.73
 8.2
 6.9 
 78,942
 $18.30
 $16.27
 $1.79
 6.2
 8.8
(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 $63.25$65.89 per rentable square feet for 238,43947,460 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $72.1069.09 per rentable square feet for 342,212137,808 rentable square feet.
(5)
Average starting office rent excluding new tenants replacing vacancies was $33.03$37.98 per rentable square feet for 16,32414,713 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $32.6136.77 per rentable square feet for 77,90521,463 rentable square feet.
Investment Income
For the three months ended March 31,September 30, 2018, investment income increased primarily as a result of a largeran increase in the weighted average balance compared to the three months ended March 31, 2017.book balance. For the three months ended March 31,September 30, 2018, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $2.0$2.1 billion and 9.2%8.7%, excluding our investments in Two Herald Square which were put on non-accrual in August 2017, respectively, compared to $1.6$2.0 billion and 9.4%, respectively, for the same period in 2017. As of March 31,September 30, 2018, the debt and preferred equity investments had a weighted average term to maturity of 2.11.8 years, excluding extension options and our investments in Two Herald Square.options.
Other Income
Other income increased primarily as a result of greater lease termination income recognizeddue to increased management fees at our Joint-Venture Properties ($1.4 million), partially offset by the Same-Store propertiesDisposed Properties ($2.90.7 million).
Property Operating Expenses
Property operating expenses decreased primarily due to the partial sale and deconsolidation of 1515 Broadway and deconsolidation of 919 Third Avenue ($27.528.3 million), and the sale of 600 Lexington Avenue ($2.2 million) which was partially offset by increased operating expenses at our Same-StoreDisposed Properties ($3.86.8 million).

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Marketing, General and Administrative Expenses
Marketing, general and administrative expenses were $20.6 million for the three months ended March 31,September 30, 2018, were $23.5 million, or 5.3%4.7% of total combined revenues, including our share of joint venture revenues, and an annualized 5044 basis points of total combined assets, including our share of joint venture assets for 2018 compared to $24.1$24.0 million for the three months ended September 30, 2017, or 5.2%5.1% of total revenues including our share of joint venture revenues, and 51 basis points of total assets including our share of joint venture assets for 2017.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily as a result of the the partial sale and deconsolidation of 1515 Broadway ($9.09.1 million), and the deconsolidation of 919 Third Avenue ($6.6 million) in the first quarter of 2018, and repayment of senior unsecured notes ($2.6 million), partially offset by a higher weighted average balance of the 2017 term loan facility ($3.34.1 million) and issuance of senior unsecured notes ($0.8 million). The weighted average consolidated debt balance outstanding was $5.5$5.8 billion for the three months ended March 31,September 30, 2018, compared to $6.7 billion for the three months ended March 31,September 30, 2017. The consolidated weighted average interest rate was 3.99%4.10% for the three months ended March 31,September 30, 2018, as compared to 4.08%3.98% for the three months ended March 31,September 30, 2017.
Depreciation and Amortization
Depreciation and amortization decreased primarily as a result of the the deconsolidation of 919 Third Avenue and partial sale and deconsolidation of 1515 Broadway ($14.5 million), 5-7 Dey Street and 183 & 187 Broadway which were moved to development ($4.617.6 million), and the sale of 600 Lexington AvenueDisposed Properties ($3.44.8 million).
Equity in Net Income in Unconsolidated Joint Ventures
Equity in net income from unconsolidated joint ventures decreased primarily as a result of the repayment and redemption of certain debt and preferred equity positions accounted for under the equity method ($2.9 million).
(Loss) gain on sale of real estate, net
During the three months ended September 30, 2018, we recognized a loss on sale related to our interests in Reckson Executive Park ($2.6 million).
Depreciable real estate reserves
During the three months ended September 30, 2018, we recognized depreciable real estate reserves related to the Upper East Side Residential Assemblage ($6.7 million).
Purchase price and other fair value adjustments
During the three months ended September 30, 2018, we recorded a $3.1 million purchase price and other fair value adjustment related to our investment in 2 Herald Square for which the Company was the successful bidder at the foreclosure of the property in May 2018.
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
During the three months ended September 30, 2018, we recognized a gain on sale related to our interest in 724 Fifth Avenue ($64.6 million), and 720 Fifth Avenue ($6.3 million).
Loss on early extinguishment of debt
During the three months ended September 30, 2018, we recognized a loss on early extinguishment of debt as a result of unamortized costs that were written off upon the early repayment of the mortgage at 220 East 42nd ($2.2 million).
Loan loss and other investment reserves, net of recoveries
During the three months ended September 30, 2018, we recognized a loss related to the repayment of an investment pursuant to the sale of a debt position held in an unconsolidated joint ventureproperty ($1.51.1 million) in 2017..

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Comparison of the nine months ended September 30, 2018 to the nine months ended September 30, 2017
The following comparison for the nine months ended September 30, 2018, or 2018, to the nine months ended September 30, 2017, or 2017, makes reference to the effect of the following:
i.
“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2017 and still owned by us in the same manner at September 30, 2018 (Same-Store Properties totaled40 of our 52 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2018 and 2017 and all non-
Same-Store Properties, including properties that are under development, redevelopment or were deconsolidated during the period,
iii."Disposed Properties" which represents all properties or interests in properties sold or partially sold in 2018 and 2017, and
iv.“Other,” which represents properties that were partially sold resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
  Same-Store Disposed Other Consolidated
(in millions) 2018 2017 
$
Change
 
%
Change
 2018 2017 2018 2017 2018 2017 
$
Change
 
%
Change
Rental revenue $621.0
 $612.1
 $8.9
 1.5% $8.8
 $51.6
 $18.7
 $171.8
 $648.5
 $835.5
 $(187.0) (22.4)%
Escalation and reimbursement 81.7
 77.1
 4.6
 6.0% 0.9
 4.3
 —
 50.2
 82.6
 131.6
 (49.0) (37.2)%
Investment income —
 —
 —
 —% —
 —
 143.5
 148.7
 143.5
 148.7
 (5.2) (3.5)%
Other income 10.3
 4.1
 6.2
 151.2% 1.5
 0.5
 24.0
 29.7
 35.8
 34.3
 1.5
 4.4 %
Total revenues 713.0
 693.3
 19.7
 2.8% 11.2
 56.4
 186.2
 400.4
 910.4
 1,150.1
 (239.7) (20.8)%
                         
Property operating expenses 313.2
 305.1
 8.1
 2.7% 5.1
 23.7
 21.0
 103.6
 339.3
 432.4
 (93.1) (21.5)%
Transaction related costs 0.3
 —
 0.3
 —% —
 —
 0.4
 0.4
 0.7
 0.4
 0.3
 75.0 %
Marketing, general and administrative —
 —
 —
 —% —
 —
 66.6
 72.4
 66.6
 72.4
 (5.8) (8.0)%
  313.5
 305.1
 8.4
 2.8% 5.1
 23.7
 88.0
 176.4
 406.6
 505.2
 (98.6) (19.5)%
                         
Other income (expenses):                        
Interest expense and amortization of deferred financing costs, net of interest income                 (166.4) (208.3) 41.9
 (20.1)%
Depreciation and amortization                 (208.0) (318.9) 110.9
 (34.8)%
Equity in net income from unconsolidated joint ventures                 9.7
 14.1
 (4.4) (31.2)%
(Loss) gain on sale of real estate, net                 6.2
 (3.3) 9.5
 (287.9)%
Depreciable real estate reserves                 (6.7) (85.3) 78.6
 (92.1)%
Purchase price and other fair value adjustments                 57.4
 —
 57.4
 100.0 %
Equity in net gain on sale of interest in unconsolidated joint venture/real estate                 136.5
 16.2
 120.3
 742.6 %
Gain on sale of investment in marketable securities                 —
 3.3
 (3.3) (100.0)%
Loss on early extinguishment of debt                 (2.2) —
 (2.2) 100.0 %
Loan loss and other investment reserves, net of recoveries                 (1.1) —
 (1.1) 100.0 %
Net income                 $329.2
 $62.7
 $266.5
 425.0 %
Rental, Escalation and Reimbursement Revenues
Rental revenues decreased primarily as a result of Disposed Properties ($42.8 million) and the partial sale and deconsolidation of 1515 Broadway along with the deconsolidation of 919 Third Avenue ($146.3 million). The decrease was partially offset by increased revenues at our Same-Store Properties ($8.9 million).

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Escalation and reimbursement revenue decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadway along with the deconsolidation of 919 Third Avenue ($44.7 million), partially offset by higher recoveries at our Same-Store properties ($4.6 million).
The following table presents a summary of the commenced leasing activity for the nine months ended September 30, 2018 in our Manhattan and Suburban portfolio:
 
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Manhattan 
  
  
  
  
  
  
Space available at beginning of the period1,502,238
  
    
  
  
  
Property no longer in redevelopment79,192
            
Sold Vacancies(28,347)            
Acquired Vacancies67,917
            
Property in redevelopment(51,583)            
Space which became available during the period (3)


  
    
  
  
  
•       Office771,354
  
  
  
  
  
  
•       Retail11,205
  
  
  
  
  
  
•       Storage3,404
  
  
  
  
  
  
 785,963
  
  
  
  
  
  
Total space available2,355,380
  
  
  
  
  
  
Leased space commenced during the period: 
  
  
  
  
  
  
•       Office(4)
977,326
 1,066,860
 $66.08
 $61.70
 $72.11
 5.8
 15.6
•       Retail32,259
 31,999
 $90.84
 $210.28
 $161.39
 9.6
 12.8
•       Storage5,067
 6,282
 $31.32
 $32.82
 $—
 0.3
 5.8
Total leased space commenced1,014,652
 1,105,141
 $66.59
 $63.72
 $74.29
 5.9
 15.4
 

            
Total available space at end of period1,340,728
  
  
  
  
  
  
              
Early renewals 
 

  
  
  
  
  
•       Office282,140
 334,652
 $76.47
 $70.70
 $37.63
 5.3
 7.7
•       Retail31,173
 31,149
 $93.26
 $104.61
 $64.21
 —
 13.5
Total early renewals313,313
 365,801
 $77.90
 $73.58
 $39.89
 4.9
 8.2
              
Total commenced leases, including replaced previous vacancy 
  
          
•       Office  1,401,512
 $68.56
 $65.32
 $63.88
 5.7
 13.7
•       Retail 
 63,148
 $92.03
 $124.61
 $113.46
 4.9
 13.2
•       Storage 
 6,282
 $31.32
 $32.82
 $—
 0.3
 5.8
Total commenced leases  1,470,942
 $69.41
 $67.85
 $65.74
 5.7
 13.6

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Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Suburban 
  
  
  
  
  
  
Space available at beginning of period655,672
  
  
  
  
  
  
Sold vacancies(502,366)            
Space which became available during the year (3)
   
  
  
  
  
  
•       Office146,693
  
  
  
  
  
  
•       Retail2,693
  
  
  
  
  
  
•       Storage3,806
  
  
  
  
  
  
 153,192
  
  
  
  
  
  
Total space available306,498
  
  
  
  
  
  
Leased space commenced during the year: 
    
  
  
  
  
•       Office(5)
106,889
 105,451
 $34.49
 $36.39
 $17.90
 2.4
 5.4
•       Retail1,771
 2,071
 $28.30
 $17.00
 $—
 5.6
 8.6
•       Storage1,505
 1,606
 $13.58
 $12.36
 $—
 —
 3.4
Total leased space commenced110,165
 109,128
 $34.07
 $35.78
 $17.30
 2.4
 5.4
              
Total available space at end of the year196,333
  
          
              
Early renewals 
  
          
•       Office72,364
 81,005
 $33.30
 $37.54
 $24.17
 10.4
 7.1
•       Retail50,247
 50,247
 $7.46
 $7.46
 $—
 9.0
 12.3
Total early renewals122,611
 131,252
 $23.41
 $26.02
 $14.92
 9.9
 9.0
              
Total commenced leases, including replaced previous vacancy 
  
  
  
  
  
  
•       Office 
 186,456
 $33.98
 $37.02
 $20.63
 5.9
 6.1
•       Retail 
 52,318
 $8.28
 $7.60
 $—
 8.9
 12.1
•       Storage 
 1,606
 $13.58
 $12.36
 $—
 —
 3.4
Total commenced leases 
 240,380
 $28.25
 $29.37
 $16.00
 6.5
 7.4
(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 $70.28 per rentable square feet for 832,955 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $66.04 per rentable square feet for 568,557 rentable square feet.
(5)Average starting office rent excluding new tenants replacing vacancies was $35.34 per rentable square feet for 92,233 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $32.65 per rentable square feet for 94,223 rentable square feet.
Investment Income
For the nine months ended September 30, 2018, investment income decreased primarily as a result of previously unrecognized income in the second quarter of 2017 net with 2018 income related to our preferred equity investment in 885 Third Avenue ($7.2 million), partially offset by new originations and a larger weighted average book balance. Excluding our investment in Two Herald Square which was put on non-accrual in August 2017, for the nine months ended September 30, 2018 and 2017, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were deconsolidated$2.1 billion and 9.0%, respectively, compared to $1.9 billion and 9.3%, respectively. As of September 30, 2018, the debt and preferred equity investments had a weighted average term to maturity of 1.8 years excluding extension options.
Other Income
Other income increased primarily as a result of real estate tax refunds at our Same-Store Properties ($4.1 million), lease termination income earned at 1185 Avenue of the Americas ($2.9 million), and promote income related to the sale of 1274 Fifth Avenue ($2.1 million), partially offset by net fees recognized in connection with the One Vanderbilt venture in 2017 ($11.3 million).


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Property Operating Expenses
Property operating expenses decreased primarily due to the partial sale and deconsolidation of 1515 Broadway and deconsolidation of 919 Third Avenue ($81.6 million), and the Disposed Properties ($18.6 million) which was partially offset by increased real estate taxes at our Same-Store Properties ($6.4 million).
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses were $66.6 million for the nine months ended September 30, 2018, or 5.0% of total combined revenues, including our share of joint venture revenues, and annualized 48 basis points of total combined assets, including our share of joint venture assets for 2018 compared to $72.4 million, or 5.1% of total revenues including our share of joint venture revenues, and 52 basis points of total assets including our share of joint venture assets for 2017.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadway ($27.2 million), the deconsolidation of 919 Third Avenue ($19.9 million) in the first quarter of 2018, contributed $1.2 millionand repayment of senior unsecured notes ($1.3 million), partially offset by a higher weighted average balance of the 2017 term loan facility ($11.3 million). The weighted average consolidated debt balance outstanding was $5.7 billion for the nine months ended September 30, 2018, compared to equity$6.6 billion for the nine months ended September 30, 2017. The consolidated weighted average interest rate was 4.06% for the nine months ended September 30, 2018, as compared to 4.02% for the nine months ended September 30, 2017.
Depreciation and Amortization
Depreciation and amortization decreased primarily as a result of 5-7 Dey Street and 183 & 187 Broadway which were moved to development ($50.4 million) in the first quarter of 2018, the deconsolidation of 919 Third Avenue and partial sale and deconsolidation of 1515 Broadway ($47.4 million), and the Disposed Properties ($18.5 million).
Equity in Net Income in Unconsolidated Joint Venture
Equity in net income from unconsolidated joint ventures.ventures decreased primarily as a result the repayment and redemption of certain debt and preferred equity positions accounted for under the equity method ($6.7 million), partially offset by a new debt position accounted for under the equity method ($4.3 million).
(Loss) gain on sale of real estate, net
During the nine months ended September 30, 2018, we recognized a gain on sale related to our interests in 600 Lexington ($23.6 million) and we recognized a loss on sale related to our interest in 635 Madison ($14.1 million), Reckson Executive Park ($2.6 million) and 115-117 Stevens Avenue ($0.7 million). During the nine months ended September 30, 2017, we recognized a loss on the sale of 885 Third Avenue ($8.8 million) which closed in 2016, but was only recognized in the second quarter of 2017 due to the sale not meeting the criteria for sale accounting under the full accrual method in ASC 360-20 until the second quarter of 2017. This loss was partially offset by a gain on sale associated with the partial sale of the property at 102 Greene Street ($4.9 million).
Depreciable real estate reserves
During the nine months ended September 30, 2018, we recorded a charge related to the Upper East Side Residential Assemblage ($6.7 million). During the nine months ended September 30, 2017, we recorded a $85.3 million charge related to 125 Chubb Avenue in Lyndhurst, New Jersey, Stamford Towers and 520 White Plains Road in Tarrytown, New York.
Purchase price and other fair value adjustments
In January 2018, the partnership agreement for our investment in 919 Third Avenue was modified resulting in our partner now having substantive participating rights in the venture and the Company no longer having a controlling interest in thisthe investment. As a result the investment in this property was deconsolidated as of January 1, 2018. The Company recorded its non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.
In May, 2018, the Company was the successful bidder at the foreclosure of 2 Herald Square, at which time the Company's $250.5 million outstanding principal balance and $7.7 million accrued interest balance receivables were credited to our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. This resulted in the recognition of a fair value adjustment of $8.1 million, which is reflected on the Company's consolidated statement of operations within purchase price and other fair value adjustments. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.

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Equity in Net Gain on Sale of Interest in Unconsolidated Joint Ventures/Real Estate
During the threenine months ended March 31,September 30, 2018, we recognized a gain on sale related to our joint venture interests in 724 Fifth Avenue ($64.6 million), 1745 Broadway ($52.0 million), 175-225 Third Avenue ($19.4 million), 720 Fifth Avenue ($6.3 million) and Jericho Plaza ($0.3 million), and a loss on sale related to our deconsolidation of Stonehenge Village ($5.5 million). During the nine months ended September 30, 2017, we recognized a gain on sale related to our interests in 747 Madison Avenue ($13.0 million), part of our interest in 600 Lexington Avenuethe Stonehenge Portfolio ($23.80.9 million), and 102 Greene Street ($0.3 million). The sale of 747 Madison, which occurred in 2014, did not meet the criteria for sale accounting at that time and, therefore, remained on our consolidated financial statement until the criteria was met in the second quarter of 2017.
Depreciable Real Estate ReservesLoss on early extinguishment of debt
During the threenine months ended March 31, 2017,September 30, 2018, we recordedrecognized a $56.3 million charge in connection with 520 White Plains Road in Tarrytown, NY,loss on early extinguishment of debt as a result of unamortized costs that were written off upon the early repayment of the mortgage at 220 East 42nd ($2.2 million).
Loan loss and 680/750 Washington Boulevard in Stamford, Connecticut.other investment reserves, net of recoveries
During the nine months ended September 30, 2018, we recognized a loss related to the repayment of an investment pursuant to the sale of a property ($1.1 million).
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, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, common stock repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness (which may include exchangeable debt) and for debt and preferred equity investments may include:
(1)Cash flow from operations;
(2)Cash on hand;
(3)Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments;
(4)Borrowings under the 2017 credit facility;
(5)Other forms of secured or unsecured financing; 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

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and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.
The combined aggregate principal maturities of 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,September 30, 2018 were as follows (in thousands):
Remaining 2018 2019 2020 2021 2022 Thereafter TotalRemaining 2018 2019 2020 2021 2022 Thereafter Total
Property mortgages and other loans$102,555
 $84,414
 $702,997
 $11,638
 $207,985
 $1,156,708
 $2,266,297
$9,881
 $145,271
 $427,997
 $11,638
 $207,985
 $1,268,258
 $2,071,030
Master Repurchase Agreements—
 —
 189,883
 —
 —
 —
 189,883
MRA and FHLB facility—
 13,000
 300,000
 —
 —
 —
 313,000
Corporate obligations250,000
 —
 250,000
 —
 800,000
 1,700,000
 3,000,000
—
 —
 250,000
 350,000
 800,000
 1,845,000
 3,245,000
Joint venture debt-our share45,477
 262,460
 471,714
 454,571
 220,759
 2,878,381
 4,333,362
2,568
 115,295
 276,822
 454,621
 220,810
 2,879,344
 3,949,460
Total$398,032
 $346,874
 $1,614,594
 $466,209
 $1,228,744
 $5,735,089
 $9,789,542
$12,449
 $273,566
 $1,254,819
 $816,259
 $1,228,795
 $5,992,602
 $9,578,490
As of March 31,September 30, 2018, we had $317.1$188.8 million of consolidated cash on hand, inclusive of $28.3$28.5 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.

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Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Cash, cash equivalents, and restricted cash were $378.3$258.6 million and $539.3$349.3 million at March 31,September 30, 2018 and 2017, respectively, representing a decrease of $161.0$90.7 million. The decrease was a result of the following changes in cash flows (in thousands):
 Three Months Ended March 31,
 2018 2017 
Increase
(Decrease)
Net cash provided by operating activities$94,546
 $113,149
 $(18,603)
Net cash provided by investing activities$456,002
 $17,321
 $438,681
Net cash (used in) provided by financing activities$(422,309) $38,813
 $(461,122)
 Nine Months Ended September 30,
 2018 2017 
Increase
(Decrease)
Net cash provided by operating activities$317,545
 $412,252
 $(94,707)
Net cash provided by (used in) investing activities$500,232
 $(75,554) $575,786
Net cash used in financing activities$(809,211) $(357,413) $(451,798)
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 requirements. Our debt and preferred equity investments 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 threenine months ended March 31,September 30, 2018, when compared to the threenine months ended March 31,September 30, 2017, we usedthe change in investing cash primarily forflows was due to the following investing activities (in thousands):
Acquisitions of real estate property$(1,276)$(15,165)
Additions to land, buildings and improvements49,459
88,156
Acquisition deposits and deferred purchase price(3,020)—
Investments in unconsolidated joint ventures(43,158)(186,139)
Distributions in excess of cumulative earnings from unconsolidated joint ventures104,883
(70,754)
Net proceeds from disposition of real estate/joint venture interest406,867
731,701
Proceeds from sale or redemption of marketable securities(54,363)(55,129)
Other investments(43,408)(45,964)
Origination of debt and preferred equity investments173,025
283,415
Repayments or redemption of debt and preferred equity investments(150,328)(154,335)
Increase in net cash provided by investing activities$438,681
$575,786
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $101.1$251.9 million for the threenine months ended March 31,September 30, 2017 to $51.6$163.8 million for the threenine months ended March 31,September 30, 2018. The decrease in capital expenditures relates primarily to lower 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 credit facilities, our MRA facilities, senior unsecured notes, convertible or exchangeable securities, and construction loans. From time to time, the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest.

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During the threenine months ended March 31,September 30, 2018, when compared to the threenine months ended March 31,September 30, 2017, we used cash for the following financing activities (in thousands):
Proceeds from mortgages and other loans payable$(679,330)$(440,525)
Repayments of mortgages and other loans payable671,166
354,976
Proceeds from revolving credit facility and senior unsecured notes177,200
757,200
Repayments of revolving credit facility and senior unsecured notes(217,200)(729,196)
Proceeds from stock options exercised and DRIP issuance(8,037)3,214
Repurchase of common stock(382,577)(410,082)
Redemption of preferred stock(150)(225)
Distributions to noncontrolling interests in other partnerships193
43,226
Contributions from noncontrolling interests in other partnerships(31,790)(28,302)
Distributions to noncontrolling interests in the Operating Partnership(304)(830)
Dividends paid on common and preferred stock2,450
14,694
Other obligations related to loan participations(20,579)
Tax withholdings related to restricted share awards(26)3,895
Deferred loan costs and capitalized lease obligation7,283
736
Decrease in net cash used by financing activities$(461,122)
Increase in net cash used in financing activities$(451,798)
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of March 31,September 30, 2018, 89,135,00985,593,863 shares of common stock and no shares of excess stock were issued and outstanding.
Stock Repurchase Program
In August 2016, our Board of Directors approved a stock repurchase plan under which we can repurchase up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized two separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017 and the second quarter of 2018 bringing the program total to $2.0 billion.
At September 30, 2018, repurchases executed under the plan were as follows:
PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions) (1)
Year ended 20178,342,411$101.648,342,411$1,152.0
First quarter 20183,653,928$97.0711,996,339$797.2
Second quarter 20183,479,552$97.2215,475,891$458.9
Third quarter 2018252,947$99.7515,728,838$433.6
(1)Reflective of $2.0 billion plan maximum as of September 30, 2018.

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Stock Repurchase Program
In August 2016, our board of directors approved a stock repurchase plan under which we can buy up to $1.0 billion of shares of our common stock. In December 2017, our board of directors authorized an increase to the size of this plan by an additional $500 million of our common stock, bringing it to a total of $1.5 billion of shares of our common stock.
At March 31, 2018 repurchases under the plan were as follows:
PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions) (1)
20178,342,411$101.648,342,411$652.0
First quarter 2018 (2)
3,653,928$97.0711,996,339$297.2
(1)Reflective of $1.5 billion plan maximum as of March 31, 2018.
(2)Includes 142,004 shares of common stock repurchased by the Company in March 2018 that were settled in April 2018.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the threenine months ended March 31,September 30, 2018 and 2017, respectively (dollars in thousands):
Three Months Ended March 31,Nine Months Ended September 30,
2018 20172018 2017
Shares of common stock issued447
 521
1,183
 1,771
Dividend reinvestments/stock purchases under the DRSPP$42
 $56
$64
 $185
Fourth Amended and Restated 2005 Stock Option and Incentive Plan
The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of directors in April 2016 and its stockholders in June 2016 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 27,030,000 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,September 30, 2018, 7.3 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
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 could 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. Under the 2014 Outperformance Plan, two-thirds of the LTIP Units were subject to performance based vesting based on the Company’s absolute total return to stockholders and one-third of the LTIP Units were subject to performance based vesting based on relative total return to stockholders compared to the constituents of the MSCI REIT Index. LTIP Units earned under the 2014 Outperformance Plan were to 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 were not entitled to distributions with respect to LTIP Units granted under the 2014 Outperformance Plan unless and until they are earned. If LTIP Units were earned, each participant would have been 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 were to be paid currently with respect to all earned LTIP Units, whether vested or unvested.
Based on our performance, none of the LTIP Units granted under the 2014 Outperformance Plan were earned pursuant to the terms of the 2014 Outperformance Plan, and all units issued were forfeited in 2017.
The cost of the 2014 Outperformance Plan ($27.9 million, subject to forfeitures), based on the portion of the 2014 Outperformance Plan granted prior to termination, was amortized into earnings through December 31, 2017. We recorded no compensation expense for the three and nine months ended March 31,September 30, 2018, and compensation expense of $2.1 million for the three months ended March 31, 2017respectively, related to the 2014 Outperformance Plan.

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$1.9 million and $8.2 million for the three and nine months ended September 30, 2017, respectively, related to the 2014 Outperformance Plan.
Deferred Compensation Plan for Directors
During the threenine months ended March 31,September 30, 2018, 10,21112,541 phantom stock units and 9,2669,394 shares of common stock were issued to our board of directors. We recorded compensation expense of $2.2$0.1 million and $1.9$2.2 million during the three and nine months ended March 31,September 30, 2018 and 2017, respectively, related to the Deferred Compensation Plan.
As of March 31,September 30, 2018, there were 110,064112,394 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.
Market Capitalization
At March 31,September 30, 2018, borrowings under our mortgages and other loans payable, 2017 credit facility, senior unsecured notes, trust preferred securities and our share of joint venture debt represented 50.5%50.7% of our combined market capitalization of $19.4$18.9 billion (based on a common stock price of $96.83$97.53 per share, the closing price of our common stock on the NYSE on March 31,September 30, 2018). 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, 2017 credit facility, senior unsecured notes and trust preferred securities outstanding at March 31,September 30, 2018 and December 31, 2017, (amounts in thousands).
Debt Summary:March 31, 2018 December 31, 2017September 30, 2018 December 31, 2017
Balance      
Fixed rate$3,295,560
 $3,805,165
$3,006,466
 $3,805,165
Variable rate—hedged500,000
 500,000
500,000
 500,000
Total fixed rate3,795,560
 4,305,165
3,506,466
 4,305,165
Total variable rate1,665,026
 1,605,431
2,126,550
 1,605,431
Total debt$5,460,586
 $5,910,596
$5,633,016
 $5,910,596
      
Debt, preferred equity, and other investments subject to variable rate1,293,934
 1,325,166
1,430,786
 1,325,166
Net exposure to variable rate debt371,092
 280,265
695,764
 280,265
      
Percent of Total Debt:
      
Fixed rate69.5% 72.8%62.2% 72.8%
Variable rate30.5% 27.2%37.8% 27.2%
Total100.0% 100.0%100.0% 100.0%
Effective Interest Rate for the Year:      
Fixed rate4.38% 4.31%4.37% 4.31%
Variable rate3.08% 2.76%3.45% 2.76%
Effective interest rate3.99% 4.00%4.06% 4.00%
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (1.88%(2.26% and 1.56% at March 31,September 30, 2018 and December 31, 2017, respectively). Our consolidated debt at March 31,September 30, 2018 had a weighted average term to maturity of 5.054.71 years.
Certain of our debt and equity investments and other investments, with a carrying value of $1.3$1.4 billion at March 31,September 30, 2018, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt.
2017 Credit Facility
As of March 31,September 30, 2018, we had $11.8 million of outstanding letters of credit, zero$145.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of $1.5$1.3 billion under the 2017 credit facility. At March 31,September 30, 2018 and December 31, 2017, the revolving credit facility had a carrying value of $(9.2)$136.7 million and $30.3 million, respectively, net of deferred financing costs. The March 31, 2018 carrying value represents deferred financing costs and is presented within other liabilities. At March 31,September 30, 2018 and December 31, 2017, the term loan facilities had a carrying value of $1.5 billion and $1.5 billion, respectively, net of deferred financing costs.

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Restrictive Covenants
The terms of the 2017 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of March 31,September 30, 2018 and December 31, 2017, we were in compliance with all such covenants.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and preferred equity investments. A hypothetical 100 basis point increase in interest rates along the entire interest rate curve for 2018 would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $3.5$6.6 million and would increase our share of joint venture annual interest cost by $17.3$13.6 million. At March 31,September 30, 2018, 60.8%72.4% of our $2.1$2.0 billion debt and preferred equity portfolio is indexed to LIBOR.

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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 $3.8$3.5 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of March 31,September 30, 2018 bore interest based on a spread of LIBOR plus 11027 basis points to LIBOR plus 415370 basis points.
Contractual Obligations
Refer to our 2017 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 and nine months ended March 31,September 30, 2018.
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.
Capital Expenditures
We estimate that for the remainder of the year ending December 31, 2018, we expect to incur $149.8$49.4 million of recurring capital expenditures and $48.6$20.3 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 $389.1$126.5 million. 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, 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 $3.25 per share, we would pay $289.7$278.2 million in dividends to our 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 20122017 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

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Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within three property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as the development of One Vanderbilt. Additionally, our captive insurance company, Belmont Insurance Company, or Belmont, provides coverage for certain policies including NBCR terrorist acts above a specified trigger, although if Belmont is required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of Belmont's required payment. As ofdeductible. Since March 31, 2018, our second captive insurance company, Ticonderoga Insurance Company, or Ticonderoga, reinsures the NBCR risk that was retained by Belmont. If Ticonderoga is required to pay a claim under a NBCR insurance policy, we would ultimately record the loss to the extent of Ticonderoga's payment. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under debt our instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont provides coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures, or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.
Funds from Operations
FFO is a widely recognized non-GAAP measure of REIT performance. The Company computes 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 the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended, defines FFO as net income (loss) (computed in accordance with Generally Accepted Accounting Principles, or GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company’s operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based bonuses for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and 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, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our ability to make cash distributions.

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FFO for the three and nine months ended March 31,September 30, 2018 and 2017 are as follows (in thousands):
 Three Months Ended March 31,Three Months Ended September 30, Nine Months Ended September 30,
 2018 20172018 2017 2018 2017
Net income attributable to SL Green common stockholders $101,766
 $11,351
$88,209
 $38,869
 $293,531
 $58,442
Add:           
Depreciation and amortization 69,388
 94,134
70,747
 91,728
 208,049
 318,916
Joint venture depreciation and noncontrolling interest adjustments 48,006
 24,282
45,485
 23,517
 140,799
 72,936
Net income (loss) attributable to noncontrolling interests 5,470
 (17,015)4,661
 338
 15,890
 (15,472)
Less:           
Gain on sale of real estate, net 23,521
 567
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate (6,440) 2,047
(Loss) gain on sale of real estate, net(2,504) —
 6,227
 (3,256)
Equity in net gain on sale of interest in unconsolidated joint venture/real estate70,937
 1,030
 136,522
 16,166
Purchase price and other fair value adjustments 49,293
 —
(3,057) —
 57,385
 —
Depreciable real estate reserves(6,691) —
 (6,691) (85,336)
Depreciation on non-rental real estate assets 566
 516
616
 557
 1,766
 1,636
Depreciable real estate reserves —
 (56,272)
Funds from Operations attributable to SL Green common stockholders $157,690
 $165,894
$149,801
 $152,865
 $463,060
 $505,612
Cash flows provided by operating activities $94,546
 $113,149
$71,333
 $101,402
 $317,545
 $412,252
Cash flows provided by (used in) investing activities $456,002
 $17,321
$232,168
 $162,033
 $500,232
 $(75,554)
Cash flows (used in) provided by financing activities $(422,309) $38,813
Cash flows used in financing activities$(424,889) $(295,107) $(809,211) $(357,413)
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.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
dependence upon certain geographic markets;

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

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risks relating to debt and preferred equity investments;
availability and creditworthiness of prospective tenants and borrowers;
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;tenants or borrowers;
adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
availability of capital (debt and equity);
unanticipated increases in financing and other costs, including a rise in interest rates;
our ability to comply with financial covenants in our debt instruments;
our ability to maintain itsour 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 and nine months ended March 31,September 30, 2018 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, 2017 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, 2017.

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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,September 30, 2018 that has materially affected, or 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 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 Operating Partnership's internal control over financial reporting during the quarter ended March 31,September 30, 2018 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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PART II. OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
As of March 31,September 30, 2018, 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.
ITEM 1A.    RISK FACTORS
As of March 31,September 30, 2018 there have been no material changes to the Risk Factors disclosed in "Part I. Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31,September 30, 2018 the Operating Partnership issued no 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.
In August 2016, our boardBoard of directorsDirectors approved a stock repurchase plan under which we can buyrepurchase up to $1.0 billion of shares of our common stock. In December 2017, our boardThe Board of directorsDirectors has since authorized an increasetwo separate $500.0 million increases to the size of this plan by an additional $500 millionthe share repurchase program in the fourth quarter of our common stock,2017 and the second quarter of 2018 bringing itthe program total to a total of $1.5 billion of shares of our common stock.$2.0 billion.
At March 31,September 30, 2018, repurchases madeexecuted under the stock repurchase plansplan were as follows:
PeriodShares repurchasedAverage price paid per shareTotal number of shares repurchased as part of the repurchase plan or programsMaximum approximate dollar value of shares that may yet be repurchased under the plan (in millions)Shares repurchasedAverage price paid per shareTotal number of shares repurchased as part of the repurchase plan or programsMaximum approximate dollar value of shares that may yet be repurchased under the plan (in millions)
20178,342,411$101.648,342,411$652.0
Year ended 20178,342,411$101.648,342,411$1,152.0
First quarter 20183,653,928$97.0711,996,339$297.23,653,928$97.0711,996,339$797.2
Second quarter 20183,479,552$97.2215,475,891$458.9
Third quarter 2018252,947$99.7515,728,838$433.6
(1)Reflective of $2.0 billion plan maximum as of September 30, 2018.
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
4.1

Second Supplemental Indenture, dated as of August 7, 2018, among SL Green Realty Corp., SL Green Operating Partnership, L.P. and Reckson Operating Partnership, L.P. and The Bank of New York Mellon, as Trustee, to the Indenture, dated as of October 5, 2017, between SL Green Operating Partnership, L.P. and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated August 7, 2018, filed with the SEC on August 7, 2018.
4.2

Form of Floating Rate Note (included in the Second Supplemental Indenture incorporated by reference as Exhibit 4.1 of this Form 10-Q).
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 monthsquarter ended September 30, 2017,2018, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated StatementStatements of Equity (unaudited), (v) Consolidated StatementStatements 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.
     
    /s/ Matthew J. DiLiberto
Dated: May 10,October 31, 2018 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:
SignaturesTitleDate
   
/s/ Stephen L. Green
Chairman of the Board of Directors of
SL Green, the sole general partner of
the Operating Partnership
May 10,October 31, 2018
Stephen L. Green
   
/s/ Marc HollidayChief Executive Officer and Director of SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer)May 10,October 31, 2018
Marc Holliday
   
/s/ Andrew W. MathiasPresident and Director of SL Green, the sole general partner of the Operating PartnershipMay 10,October 31, 2018
Andrew W. Mathias
   
/s/ Matthew J. DiLiberto
Chief Financial Officer of
SL Green, the sole general partner of
the Operating Partnership (Principal Financial and Accounting Officer)
May 10,October 31, 2018
Matthew J. DiLiberto
   
/s/ John H. Alschuler, Jr.
Director of SL Green, the sole general
partner of the Operating Partnership
May 10,October 31, 2018
John H. Alschuler, Jr.
   
/s/ Edwin T. Burton, III
Director of SL Green, the sole general
partner of the Operating Partnership
May 10,October 31, 2018
Edwin T. Burton, III
   
/s/ John S. Levy
Director of SL Green, the sole general
partner of the Operating Partnership
May 10,October 31, 2018
John S. Levy
   
/s/ Craig M. Hatkoff
Director of SL Green, the sole general
partner of the Operating Partnership
May 10,October 31, 2018
Craig M. Hatkoff
   
/s/ Betsy S. AtkinsDirector of SL Green, the sole general
partner of the Operating Partnership		May 10,October 31, 2018
Betsy S. Atkins
   
/s/ Lauren B. DillardDirector of SL Green, the sole general
partner of the Operating Partnership		May 10,October 31, 2018
Lauren B. Dillard

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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 OPERATING PARTNERSHIP, L.P.
     
  By: /s/ Matthew J. DiLiberto
Dated: May 10,October 31, 2018   
Matthew J. DiLiberto
 Chief Financial Officer


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