Table of Contents

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 September 30, 2013

For the quarterly period ended June 30, 2013



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: 331-~~167793-02~~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)

Delaware		13-3960938
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

___________________________________________



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

420 Lexington Avenue, New York, New York 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. YES x NO o___________________________________________

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or ~~to Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files).~~filing ~~YES~~requirements xfor NOthe past 90 days. o

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 Web site, 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~x ~~whether~~Accelerated ~~the~~filer ~~registrant~~o isNon-accelerated afiler ~~shell~~o(Do ~~company~~not ~~(as~~check ~~defined~~if inasmaller ~~Rule 12b-2~~reporting ofcompany) ~~the~~Smaller ~~Exchange~~Reporting ~~Act). YES~~Company o ~~NO x~~

AsSL ofGreen ~~July 31,~~Operating ~~2013~~Partnership, ~~879,183 common units of limited partnership interest of the Registrant were held by non-affiliates of the Registrant~~L. ~~There is no established trading market for such units~~P.



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

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

SL Green Realty Corp. YES o NO x SL Green Operating Partnership, L.P. YES o NO x

The number of shares outstanding of SL Green Realty Corp.'s common stock, $0.01 par value, was 92,260,239 as of October 31, 2013. As of October 31, 2013, 879,183 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 September 30, 2013 of SL Green Realty Corp. and SL Green Operating Partnership, L.P. Unless stated otherwise or the context otherwise requires, references to "SL Green Realty Corp.," the "Company" or "SL Green" mean SL Green Realty Corp. and its consolidated subsidiaries; and references to "SL Green Operating Partnership, L.P.," the "Operating Partnership" or "SLGOP" mean SL Green Operating Partnership 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 self-administered and self-managed Maryland real estate investment trust ("REIT") and is the sole managing general partner of the Operating Partnership. As a general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.

The Company owns 97.06% of the outstanding general and limited partnership interest in the Operating Partnership. The Company also owns 9,200,000 Series I Preferred units in the Operating Partnership. As of September 30, 2013, noncontrolling investors held, in aggregate, a 2.94% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.

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

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

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


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


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


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

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


•	consolidated financial statements;


•	the following notes to the consolidated financial statements:


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


◦	Note 12, Stockholders' Equity of the Company;


◦	Note 13, Partners' Capital of the Operating Partnership;


◦	Note 15, Accumulated Other Comprehensive Loss of the Company; and


◦	Note 16, Accumulated Other Comprehensive Loss of the Operating Partnership.

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

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

TABLE OF CONTENTS



		PAGE

PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
	Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	1

	Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)	3

	Consolidated Statement of Equity for the nine months ended September 30, 2013 (unaudited)	4

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (unaudited)	5

	FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.

	Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	6

	Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)	7

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012 (unaudited)	8

	Consolidated Statement of Capital for the nine months ended September 30, 2013 (unaudited)	9

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (unaudited)	10
	Notes to Consolidated Financial Statements (unaudited)	11

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	72

ITEM 4.	CONTROLS AND PROCEDURES	72

PART II.	OTHER INFORMATION	74

ITEM 1.	LEGAL PROCEEDINGS	74

ITEM 1A.	RISK FACTORS	74

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	74

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	74

ITEM 4.	MINE SAFETY DISCLOSURES	74

ITEM 5.	OTHER INFORMATION	74

ITEM 6.	EXHIBITS	75

SIGNATURES		76

Table of Contents

~~SL GREEN OPERATING PARTNERSHIP, L~~PART I.P. FINANCIAL INFORMATION

~~INDEX~~ITEM 1. Financial Statements

		PAGE
PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012	3
	Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012 (unaudited)	4
	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012 (unaudited)	5
	Consolidated Statement of Capital for the six months ended June 30, 2013 (unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	38
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	56
ITEM 4.	CONTROLS AND PROCEDURES	56
PART II.	OTHER INFORMATION	57
ITEM 1.	LEGAL PROCEEDINGS	57
ITEM 1A.	RISK FACTORS	57
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	57
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	57
ITEM 4.	MINE SAFETY DISCLOSURES	57
ITEM 5.	OTHER INFORMATION	57
ITEM 6.	EXHIBITS	58
SIGNATURES		59

SL Green Realty Corp.

Consolidated Balance Sheets

(in thousands, except per share data)



	September 30, 2013			December 31, 2012
	(Unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	2,868,833		$	2,886,099
Building and improvements	7,440,543			7,389,766
Building leasehold and improvements	1,353,997			1,346,748
Properties under capital lease	50,332			40,340
	11,713,705			11,662,953
Less: accumulated depreciation	(1,574,002		)	(1,393,323		)
	10,139,703			10,269,630
Assets held for sale	—			4,901
Cash and cash equivalents	209,098			189,984
Restricted cash	356,844			136,071
Investment in marketable securities	32,863			21,429
Tenant and other receivables, net of allowance of $22,383 and $21,652 in 2013 and 2012, respectively	51,354			48,544
Related party receivables	7,800			7,531
Deferred rents receivable, net of allowance of $29,508 and $29,580 in 2013 and 2012, respectively	374,615			340,747
Debt and preferred equity investments, net of discounts and deferred origination fees of $26,466 and $22,341 in 2013 and 2012, and allowance of $4,000 and $7,000 in 2013 and 2012, respectively	1,315,551			1,348,434
Investments in unconsolidated joint ventures	1,109,815			1,032,243
Deferred costs, net	247,850			261,145
Other assets	729,426			718,326
Total assets	$	14,574,919		$	14,378,985
Liabilities
Mortgages and other loans payable	$	4,641,758		$	4,615,464
Revolving credit facility	340,000			70,000
Term loan and senior unsecured notes	1,737,869			1,734,956
Accrued interest payable and other liabilities	69,359			73,769
Accounts payable and accrued expenses	167,719			159,598
Deferred revenue	293,393			312,995
Capitalized lease obligations	47,492			37,518
Deferred land leases payable	21,066			20,897
Dividend and distributions payable	34,749			37,839
Security deposits	54,824			46,253
Liabilities related to assets held for sale	—			136
Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities	100,000			100,000
Total liabilities	7,508,229			7,209,425
Commitments and contingencies	—			—
Noncontrolling interest in the Operating Partnership	248,046			212,907
Series G Preferred Units, $25.00 liquidation preference, 1,902 issued and outstanding at both September 30, 2013 and December 31, 2012	47,550			47,550
Series H Preferred Units, $25.00 liquidation preference, 80 issued and outstanding at both September 30, 2013 and December 31, 2012	2,000			2,000
Equity
SL Green stockholders’ equity:
Series C Preferred Stock, $0.01 par value, $25.00 liquidation preference, 7,700 issued and outstanding at December 31, 2012	—			180,340
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2013 and December 31, 2012	221,932			221,965
Common stock, $0.01 par value, 160,000 shares authorized and 95,780 and 94,896 issued and outstanding at September 30, 2013 and December 31, 2012, respectively (including 3,566 and 3,646 shares held in Treasury at September 30, 2013 and December 31, 2012, respectively)	959			950
Additional paid-in-capital	4,757,778			4,667,900
Treasury stock at cost	(316,989		)	(322,858		)
Accumulated other comprehensive loss	(19,249		)	(29,587		)
Retained earnings	1,636,584			1,701,092
Total SL Green stockholders’ equity	6,281,015			6,419,802
Noncontrolling interests in other partnerships	488,079			487,301
Total equity	6,769,094			6,907,103
Total liabilities and equity	$	14,574,919		$	14,378,985

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

SL Green Realty Corp.

Consolidated Statements of Income

(unaudited, in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues
Rental revenue, net	$	264,349		$	277,676		$	804,104		$	798,271
Escalation and reimbursement	45,091			42,194			125,018			124,273
Investment and preferred equity income	44,448			27,869			143,887			87,655
Other income	9,877			9,272			21,369			25,931
Total revenues	363,765			357,011			1,094,378			1,036,130
Expenses
Operating expenses, including approximately $4,876 and $13,345 (2013) and $4,670 and $12,914 (2012) paid to related parties	77,272			82,351			218,901			221,670
Real estate taxes	55,511			53,293			161,625			156,746
Ground rent	10,127			8,874			29,767			26,570
Interest expense, net of interest income	82,973			85,659			247,420			247,789
Amortization of deferred financing costs	4,331			4,493			13,034			11,626
Depreciation and amortization	87,473			81,827			248,587			233,566
Loan loss and other investment reserves, net of recoveries	—			—			—			564
Transaction related costs, net of recoveries	(2,349		)	1,372			719			4,398
Marketing, general and administrative	20,869			20,551			63,450			61,469
Total expenses	336,207			338,420			983,503			964,398
Income from continuing operations before equity in net income from unconsolidated joint ventures, equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, gain (loss) on sale of investment in marketable securities, purchase price fair value adjustment and loss on early extinguishment of debt	27,558			18,591			110,875			71,732
Equity in net income from unconsolidated joint ventures	2,939			11,658			4,251			80,988
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(354		)	(4,807		)	(3,937		)	17,776
Gain (loss) on sale of investment in marketable securities	—			2,237			(65		)	2,237
Purchase price fair value adjustment	—			—			(2,305		)	—
Loss on early extinguishment of debt	—			—			(18,523		)	—
Income from continuing operations	30,143			27,679			90,296			172,733
Net income from discontinued operations	1,406			951			1,725			2,883
Gain on sale of discontinued operations	13,787			—			14,900			6,627
Net income	45,336			28,630			106,921			182,243
Net income attributable to noncontrolling interests:
Noncontrolling interests in the Operating Partnership	(1,110		)	(567		)	(1,909		)	(4,876		)
Noncontrolling interests in other partnerships	(2,901		)	(1,835		)	(8,806		)	(6,792		)
Preferred unit distributions	(562		)	(571		)	(1,692		)	(1,533		)
Net income attributable to SL Green	40,763			25,657			94,514			169,042
Preferred stock redemption costs	—			(10,010		)	(12,160		)	(10,010		)
Perpetual preferred stock dividends	(3,738		)	(7,915		)	(18,144		)	(23,004		)
Net income attributable to SL Green common stockholders	$	37,025		$	7,732		$	64,210		$	136,028
Amounts attributable to SL Green common stockholders:
Income from continuing operations	$	22,623		$	11,451		$	54,125		$	109,687
Purchase price fair value adjustment	—			—			(2,239		)	—
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(344		)	(4,636		)	(3,825		)	17,160
Net income from discontinued operations	1,365			917			1,676			2,783
Gain on sale of discontinued operations	13,381			—			14,473			6,398
Net income	$	37,025		$	7,732		$	64,210		$	136,028
Basic earnings per share:
Income from continuing operations before discontinued operations	$	0.25		$	0.13		$	0.57		$	1.24
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	—			(0.05		)	(0.04		)	0.19
Net income from discontinued operations	—			0.01			0.01			0.03
Gain on sale of discontinued operations	0.15			—			0.16			0.07
Net income attributable to SL Green common stockholders	$	0.40		$	0.09		$	0.70		$	1.53
Diluted earnings per share:
Income from continuing operations before discontinued operations	$	0.25		$	0.13		$	0.56		$	1.23
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	—			(0.05		)	(0.04		)	0.19
Net income from discontinued operations	—			0.01			0.02			0.03
Gain on sale of discontinued operations	0.15			—			0.16			0.07
Net income attributable to SL Green common stockholders	$	0.40		$	0.09		$	0.70		$	1.52
Dividends per share	$	0.33		$	0.25		$	0.99		$	0.75
Basic weighted average common shares outstanding	91,988			90,241			91,684			88,929
Diluted weighted average common shares and common share equivalents outstanding	95,016			93,891			94,631			92,485

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

SL Green Realty Corp.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net income	$	45,336		$	28,630		$	106,921		$	182,243

Other comprehensive (loss) income:
Change in net unrealized (loss) gain on derivative instruments, including SL Green's share of joint venture net unrealized (loss) gain on derivative instruments	(1,165		)	(102		)	10,522			(635		)
Change in unrealized gain (loss) on marketable securities	513			(825		)	306			(597		)
Other comprehensive (loss) income	(652		)	(927		)	10,828			(1,232		)

Comprehensive income	44,684			27,703			117,749			181,011

Net income attributable to noncontrolling interests	(4,573		)	(2,973		)	(12,407		)	(13,201		)
Other comprehensive loss (income) attributable to noncontrolling interests in the Operating Partnership	25			59			(490		)	396

Comprehensive income attributable to SL Green common stockholders	$	40,136		$	24,789		$	104,852		$	168,206

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

Table of Contents

~~PART I. FINANCIAL~~SL ~~INFORMATION~~Green Realty Corp.

~~ITEM~~Consolidated 1.Statement ~~Financial~~of ~~Statements~~Equity

SL(unaudited, ~~Green~~in ~~Operating Partnership~~thousands, ~~L.P.~~except per share data)

Consolidated Balance Sheets



	SL Green Realty Corp. Stockholders
	Series C Preferred Stock			Series I Preferred Stock			Common Stock			Additional Paid- In-Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests
	Series C Preferred Stock			Series I Preferred Stock			Shares	Par Value		Additional Paid- In-Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests			Total
Balance at December 31, 2012	$	180,340		$	221,965		91,250	$	950	$	4,667,900	$	(322,858	)	$	(29,587	)	$	1,701,092		$	487,301		$	6,907,103
Net income																		94,514			8,806			103,320
Other comprehensive income															10,338									10,338
Preferred dividends																		(18,144		)				(18,144		)
DRIP proceeds										57														57
Conversion of units of the Operating Partnership to common stock							224	2		17,285														17,287
Reallocation of noncontrolling interest in the Operating Partnership																		(38,452		)				(38,452		)
Deferred compensation plan							10			655		(221		)										434
Amortization of deferred compensation plan										19,702														19,702
Redemption of preferred stock	(180,340		)															(12,160		)				(192,500		)
Preferred stock issuance costs				(33		)																		(33		)
Issuance of common stock							462	5		41,786														41,791
Sale of treasury stock							83					6,090												6,090
Proceeds from stock options exercised							185	2		10,393														10,395
Contributions to consolidated joint venture																					3,781			3,781
Cash distributions to noncontrolling interests																					(11,809		)	(11,809		)
Cash distribution declared ($0.99 per common share, none of which represented a return of capital for federal income tax purposes)																		(90,266		)				(90,266		)
Balance at September 30, 2013	$	—		$	221,932		92,214	$	959	$	4,757,778	$	(316,989	)	$	(19,249	)	$	1,636,584		$	488,079		$	6,769,094

~~(in~~The ~~thousands,~~accompanying ~~except~~notes ~~per~~are ~~unit~~an ~~data)~~integral part of these financial statements.

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	2,866,048		$	2,886,099
Building and improvements	7,393,930			7,389,766
Building leasehold and improvements	1,352,953			1,346,748
Properties under capital lease	50,332			40,340
	11,663,263			11,662,953
Less: accumulated depreciation	(1,502,694		)	(1,393,323		)
	10,160,569			10,269,630
Assets held for sale	207,665			4,901
Cash and cash equivalents	198,969			189,984
Restricted cash	130,483			136,071
Investment in marketable securities	26,266			21,429
Tenant and other receivables, net of allowance of $20,466 and $21,652 in 2013 and 2012, respectively	51,646			48,544
Related party receivables	6,845			7,531
Deferred rents receivable, net of allowance of $29,821 and $29,580 in 2013 and 2012, respectively	360,954			340,747
Debt and preferred equity investments, net of discounts and deferred origination fees of $27,107 and $22,341 and allowance of $7,000 both in 2013 and 2012, respectively	1,227,421			1,348,434
Investments in unconsolidated joint ventures	1,085,793			1,032,243
Deferred costs, net	246,058			261,145
Other assets	699,256			718,326
Total assets	$	14,401,925		$	14,378,985
Liabilities
Mortgages and other loans payable	$	4,835,231		$	4,615,464
Revolving credit facility	40,000			70,000
Term loan and senior unsecured notes	1,735,205			1,734,956
Accrued interest payable and other liabilities	72,415			73,769
Accounts payable and accrued expenses	138,029			159,598
Deferred revenue	296,930			312,995
Capitalized lease obligations	47,240			37,518
Deferred land leases payable	19,948			20,897
Dividend and distributions payable	34,740			37,839
Security deposits	53,604			46,253
Liabilities related to assets held for sale	11,894			136
Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities	100,000			100,000
Total liabilities	7,385,236			7,209,425
Commitments and contingencies	—			—
Series G Preferred Units, $25.00 liquidation preference, 1,902 issued and outstanding at both June 30, 2013 and December 31, 2012	47,550			47,550
Series H Preferred Units, $25.00 liquidation preference, 80 issued and outstanding at both June 30, 2013 and December 31, 2012	2,000			2,000
Capital
SLGOP partners’ capital:
Series C Preferred Units, 7,700 issued and outstanding at December 31, 2012	—			180,340
Series I Preferred Units, 9,200 issued and outstanding at both June 30, 2013 and December 31, 2012,	221,932			221,965
SL Green partners’ capital (946 and 940 general partner common units and 90,867 and 90,310 limited partner common units outstanding at June 30, 2013 and December 31, 2012, respectively)	6,210,022			6,189,529
Limited partner interests in SLGOP (2,794 and 2,760 limited partner common units outstanding at June 30, 2013 and December 31, 2012, respectively	65,936			71,524
Accumulated other comprehensive loss	(19,169		)	(30,649		)
Total SLGOP partners’ capital	6,478,721			6,632,709
Noncontrolling interests in other partnerships	488,418			487,301
Total capital	6,967,139			7,120,010
Total liabilities and capital	$	14,401,925		$	14,378,985

~~The~~SL ~~accompanying~~Green ~~notes~~Realty ~~are an integral part of these financial statements~~Corp.

3Consolidated Statements of Cash Flows

~~Table~~(unaudited, ofin ~~Contents~~thousands)

SL Green Operating Partnership, L.P.



	Nine Months Ended September 30,
	2013			2012
Operating Activities
Net income	$	106,921		$	182,243
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	264,833			249,950
Depreciable real estate reserves	2,150			—
Equity in net income from unconsolidated joint ventures	(4,251		)	(80,988		)
Distributions of cumulative earnings from unconsolidated joint ventures	21,723			84,182
Purchase price fair value adjustment	2,305			—
Equity in net loss (gain) on sale of interest in unconsolidated joint venture/real estate	3,937			(17,776		)
Gain on sale of discontinued operations	(14,900		)	(6,627		)
Loan loss and other investment reserves, net of recoveries	—			564
Gain on sale of investments in marketable securities	—			(2,237		)
Loss on early extinguishment of debt	10,968			—
Deferred rents receivable	(44,021		)	(50,910		)
Other non-cash adjustments	(31,808		)	(864		)
Changes in operating assets and liabilities:
Restricted cash — operations	1,254			(12,557		)
Tenant and other receivables	(3,018		)	(8,500		)
Related party receivables	(187		)	(3,792		)
Deferred lease costs	(28,502		)	(37,885		)
Other assets	(23,316		)	(44,915		)
Accounts payable, accrued expenses and other liabilities	23,635			11,309
Deferred revenue and land leases payable	22,731			8,997
Net cash provided by operating activities	310,454			270,194
Investing Activities
Acquisitions of real estate property	(58,185		)	(405,318		)
Additions to land, buildings and improvements	(108,849		)	(107,425		)
Escrowed cash — capital improvements/acquisition	(246,682		)	(68,692		)
Investments in unconsolidated joint ventures	(120,130		)	(159,524		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	19,795			48,510
Net proceeds from disposition of real estate/joint venture interest	218,701			70,367
Other investments	(26,003		)	(28,911		)
Debt and preferred equity and other investments, net of repayments/participations	78,888			(172,411		)
Net cash used in investing activities	(242,465		)	(823,404		)
Financing Activities
Proceeds from mortgages and other loans payable	980,333			1,113,500
Repayments of mortgages and other loans payable	(1,027,201		)	(484,518		)
Proceeds from credit facility and senior unsecured notes	844,000			813,339
Repayments of credit facility and senior unsecured notes	(578,970		)	(1,065,793		)
Proceeds from stock options exercised and DRIP issuance	10,452			112,447
Net proceeds from sale of common stock/preferred stock	41,758			423,544
Redemption of preferred stock	(192,500		)	(200,013		)
Sale or purchase of treasury stock	6,089			(11,197		)
Distributions to noncontrolling interests in other partnerships	(11,809		)	(15,622		)
Contributions from noncontrolling interests in other partnerships	3,781			19,181
Distributions to noncontrolling interests in the Operating Partnership	(2,695		)	(2,385		)
Dividends paid on common and preferred stock	(113,192		)	(91,272		)
Deferred loan costs and capitalized lease obligations	(8,921		)	(33,830		)
Net cash (used in) provided by financing activities	(48,875		)	577,381
Net increase in cash and cash equivalents	19,114			24,171
Cash and cash equivalents at beginning of period	189,984			138,192
Cash and cash equivalents at end of period	$	209,098		$	162,363

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of common stock as deferred compensation	$	434		$	631
Issuance of units in the Operating Partnership	14,270			40,542
Redemption of units in the Operating Partnership	17,287			17,467
Derivative instruments at fair value	494			375
Assignment of debt investment to joint venture	—			25,362
Mortgage assigned upon asset sale	—			59,099
Tenant improvements and capital expenditures payable	9,855			10,056
Assumption of mortgage loans	84,642			—
Fair value adjustment to noncontrolling interest in the Operating Partnership	38,452			44,893
Accrued acquisition liabilities	—			4,372
Deferred leasing payable	2,849			509
Capital leased asset	9,992			—
Transfer to net assets held for sale	—			86,339
Transfer to liabilities related to net assets held for sale	—			62,792
Repayment of mezzanine loan	—			3,750
Redemption of Series E units	—			31,698
Repayment of financing receivable	—			28,195
Consolidation of real estate investment	90,934			—
Investment in joint venture	—			5,135

~~Consolidated~~The ~~Statements~~accompanying notes are an integral part of ~~Income~~these financial statements.

~~(unaudited, in thousands, except per unit data)~~5

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenues
Rental revenue, net	$	273,307		$	263,838		$	539,755		$	520,595
Escalation and reimbursement	39,381			40,967			79,926			82,080
Investment and preferred equity income	46,731			33,448			99,439			59,786
Other income	5,726			6,282			11,493			16,659
Total revenues	365,145			344,535			730,613			679,120
Expenses
Operating expenses, including approximately $4,319 and $8,469 (2013) and $4,773 and $8,244 (2012) paid to related parties	69,432			67,434			141,630			139,319
Real estate taxes	52,710			52,256			106,114			103,453
Ground rent	8,649			8,890			19,640			17,696
Interest expense, net of interest income	83,276			82,159			164,447			162,130
Amortization of deferred financing costs	4,240			3,553			8,703			7,133
Depreciation and amortization	82,020			76,207			161,114			151,739
Loan loss and other investment reserves, net of recoveries	—			—			—			564
Transaction related costs	1,711			1,970			3,068			3,026
Marketing, general and administrative	21,514			20,721			42,582			40,917
Total expenses	323,552			313,190			647,298			625,977
Income from continuing operations before equity in net (loss) income from unconsolidated joint ventures, equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, loss on sale of investment in marketable securities, purchase price fair value adjustment, depreciable real estate reserves, net of recoveries, and loss on early extinguishment of debt	41,593			31,345			83,315			53,143
Equity in net (loss) income from unconsolidated joint ventures	(3,761		)	70,890			1,313			69,330
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(3,583		)	9,534			(3,583		)	16,794
Loss on sale of investment in marketable securities	(8		)	—			(65		)	—
Purchase price fair value adjustment	(2,305		)	—			(2,305		)	—
Depreciable real estate reserves, net of recoveries	—			5,789			—			5,789
Loss on early extinguishment of debt	(10		)	—			(18,523		)	—
Income from continuing operations	31,926			117,558			60,152			145,056
Net (loss) income from discontinued operations	(678		)	899			320			1,931
Gain on sale of discontinued operations	—			—			1,113			6,627
Net income	31,248			118,457			61,585			153,614
Net income attributable to noncontrolling interests in other partnerships	(3,004		)	(3,887		)	(5,905		)	(4,958		)
Preferred unit distributions	(565		)	(565		)	(1,130		)	(962		)
Net income attributable to SLGOP	27,679			114,005			54,550			147,694
Preferred unit redemption costs	(12,160		)	—			(12,160		)	—
Perpetual preferred unit distributions	(6,999		)	(7,544		)	(14,406		)	(15,089		)
Net income attributable to SLGOP common unitholders	$	8,520		$	106,461		$	27,984		$	132,605
Amounts attributable to SLGOP common unitholders:
Income from continuing operations	$	15,086		$	96,028		$	32,439		$	107,253
Purchase price fair value adjustment	(2,305		)	—			(2,305		)	—
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(3,583		)	9,534			(3,583		)	16,794
Net (loss) income from discontinued operations	(678		)	899			320			1,931
Gain on sale of discontinued operations	—			—			1,113			6,627
Net income	$	8,520		$	106,461		$	27,984		$	132,605
Basic earnings per unit:
Net income from continuing operations before discontinued operations	$	0.14		$	1.04		$	0.32		$	1.18
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(0.04		)	0.10			(0.03		)	0.18
Net (loss) income from discontinued operations	(0.01		)	0.01			—			0.02
Gain on sale of discontinued operations	—			—			0.01			0.07
Net income attributable to SLGOP common unitholders	$	0.09		$	1.15		$	0.30		$	1.45
Diluted earnings per unit:
Net income from continuing operations before discontinued operations	$	0.14		$	1.03		$	0.32		$	1.18
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(0.04		)	0.10			(0.03		)	0.18
Net (loss) income from discontinued operations	(0.01		)	0.01			—			0.02
Gain on sale of discontinued operations	—			—			0.01			0.07
Net income attributable to SLGOP common unitholders	$	0.09		$	1.14		$	0.30		$	1.45
Dividends per unit	$	0.33		$	0.25		$	0.66		$	0.50
Basic weighted average common units outstanding	94,312			92,982			94,224			91,386
Diluted weighted average common units and common unit equivalents outstanding	94,536			93,351			94,452			91,766

SL Green Operating Partnership, L.P.

~~The~~Consolidated ~~accompanying~~Balance ~~notes are an integral part of these financial statements.~~Sheets

4(in thousands, except per unit data)

Table of Contents



	September 30, 2013			December 31, 2012
	(Unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	2,868,833		$	2,886,099
Building and improvements	7,440,543			7,389,766
Building leasehold and improvements	1,353,997			1,346,748
Properties under capital lease	50,332			40,340
	11,713,705			11,662,953
Less: accumulated depreciation	(1,574,002		)	(1,393,323		)
	10,139,703			10,269,630
Assets held for sale	—			4,901
Cash and cash equivalents	209,098			189,984
Restricted cash	356,844			136,071
Investment in marketable securities	32,863			21,429
Tenant and other receivables, net of allowance of $22,383 and $21,652 in 2013 and 2012, respectively	51,354			48,544
Related party receivables	7,800			7,531
Deferred rents receivable, net of allowance of $29,508 and $29,580 in 2013 and 2012, respectively	374,615			340,747
Debt and preferred equity investments, net of discounts and deferred origination fees of $26,466 and $22,341 and allowance of $4,000 and $7,000 in 2013 and 2012, respectively	1,315,551			1,348,434
Investments in unconsolidated joint ventures	1,109,815			1,032,243
Deferred costs, net	247,850			261,145
Other assets	729,426			718,326
Total assets	$	14,574,919		$	14,378,985
Liabilities
Mortgages and other loans payable	$	4,641,758		$	4,615,464
Revolving credit facility	340,000			70,000
Term loan and senior unsecured notes	1,737,869			1,734,956
Accrued interest payable and other liabilities	69,359			73,769
Accounts payable and accrued expenses	167,719			159,598
Deferred revenue	293,393			312,995
Capitalized lease obligations	47,492			37,518
Deferred land leases payable	21,066			20,897
Dividend and distributions payable	34,749			37,839
Security deposits	54,824			46,253
Liabilities related to assets held for sale	—			136
Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities	100,000			100,000
Total liabilities	7,508,229			7,209,425
Commitments and contingencies	—			—
Series G Preferred Units, $25.00 liquidation preference, 1,902 issued and outstanding at both September 30, 2013 and December 31, 2012	47,550			47,550
Series H Preferred Units, $25.00 liquidation preference, 80 issued and outstanding at both September 30, 2013 and December 31, 2012	2,000			2,000
Capital
SLGOP partners’ capital:
Series C Preferred Units, 7,700 issued and outstanding at December 31, 2012	—			180,340
Series I Preferred Units, 9,200 issued and outstanding at both September 30, 2013 and December 31, 2012	221,932			221,965
SL Green partners’ capital (950 and 940 general partner common units and 91,264 and 90,310 limited partner common units outstanding at September 30, 2013 and December 31, 2012, respectively)	6,259,229			6,189,529
Limited partner interests in SLGOP (2,792 and 2,760 limited partner common units outstanding at September 30, 2013 and December 31, 2012, respectively	67,721			71,524
Accumulated other comprehensive loss	(19,821		)	(30,649		)
Total SLGOP partners’ capital	6,529,061			6,632,709
Noncontrolling interests in other partnerships	488,079			487,301
Total capital	7,017,140			7,120,010
Total liabilities and capital	$	14,574,919		$	14,378,985

SLThe ~~Green~~accompanying ~~Operating~~notes ~~Partnership,~~are Lan integral part of these financial statements.P.

~~Consolidated Statements of Comprehensive Income~~6

~~(unaudited,~~SL inGreen ~~thousands)~~Operating Partnership, L.P.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net income	$	31,248		$	118,457		$	61,585		$	153,614
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments	181			(477		)	140			(623		)
Reclassification of net realized loss on derivatives designated as cashflow hedges into interest expense	470			466			938			926
SLGOP’s share of joint venture net unrealized gain (loss) on derivative instruments	7,888			(6,388		)	8,109			(6,330		)
Reclassification of SLGOP’s share of joint venture net realized loss on derivatives designated as cashflow hedges into equity in net income from unconsolidated joint ventures	1,260			2,751			2,500			5,494
Unrealized (loss) gain on marketable securities	(1,848		)	(542		)	(207		)	228
Other comprehensive income (loss)	7,951			(4,190		)	11,480			(305		)
Comprehensive income	39,199			114,267			73,065			153,309
Net income attributable to noncontrolling interests in other partnerships	(3,004		)	(3,887		)	(5,905		)	(4,958		)
Comprehensive income attributable to SLGOP	$	36,195		$	110,380		$	67,160		$	148,351

Consolidated Statements of Income

~~The~~(unaudited, ~~accompanying~~in ~~notes~~thousands, ~~are~~except anper ~~integral~~unit ~~part of these financial statements.~~data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues
Rental revenue, net	$	264,349		$	277,676		$	804,104		$	798,271
Escalation and reimbursement	45,091			42,194			125,018			124,273
Investment and preferred equity income	44,448			27,869			143,887			87,655
Other income	9,877			9,272			21,369			25,931
Total revenues	363,765			357,011			1,094,378			1,036,130
Expenses
Operating expenses, including approximately $4,876 and $13,345 (2013) and $4,670 and $12,914 (2012) paid to related parties	77,272			82,351			218,901			221,670
Real estate taxes	55,511			53,293			161,625			156,746
Ground rent	10,127			8,874			29,767			26,570
Interest expense, net of interest income	82,973			85,659			247,420			247,789
Amortization of deferred financing costs	4,331			4,493			13,034			11,626
Depreciation and amortization	87,473			81,827			248,587			233,566
Loan loss and other investment reserves, net of recoveries	—			—			—			564
Transaction related costs, net of recoveries	(2,349		)	1,372			719			4,398
Marketing, general and administrative	20,869			20,551			63,450			61,469
Total expenses	336,207			338,420			983,503			964,398
Income from continuing operations before equity in net income from unconsolidated joint ventures, equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, gain (loss) on sale of investment in marketable securities, purchase price fair value adjustment and loss on early extinguishment of debt	27,558			18,591			110,875			71,732
Equity in net income from unconsolidated joint ventures	2,939			11,658			4,251			80,988
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(354		)	(4,807		)	(3,937		)	17,776
Gain (loss) on sale of investment in marketable securities	—			2,237			(65		)	2,237
Purchase price fair value adjustment	—			—			(2,305		)	—
Loss on early extinguishment of debt	—			—			(18,523		)	—
Income from continuing operations	30,143			27,679			90,296			172,733
Net income from discontinued operations	1,406			951			1,725			2,883
Gain on sale of discontinued operations	13,787			—			14,900			6,627
Net income	45,336			28,630			106,921			182,243
Net income attributable to noncontrolling interests in other partnerships	(2,901		)	(1,835		)	(8,806		)	(6,792		)
Preferred unit distributions	(562		)	(571		)	(1,692		)	(1,533		)
Net income attributable to SLGOP	41,873			26,224			96,423			173,918
Preferred unit redemption costs	—			(10,010		)	(12,160		)	(10,010		)
Perpetual preferred unit distributions	(3,738		)	(7,915		)	(18,144		)	(23,004		)
Net income attributable to SLGOP common unitholders	$	38,135		$	8,299		$	66,119		$	140,904
Amounts attributable to SLGOP common unitholders:
Income from continuing operations	$	23,296		$	12,155		$	55,736		$	113,618
Purchase price fair value adjustment	—			—			(2,305		)	—
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	(354		)	(4,807		)	(3,937		)	17,776
Net income from discontinued operations	1,406			951			1,725			2,883
Gain on sale of discontinued operations	13,787			—			14,900			6,627
Net income	$	38,135		$	8,299		$	66,119		$	140,904
Basic earnings per unit:
Income from continuing operations before discontinued operations	$	0.25		$	0.13		$	0.57		$	1.24
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	—			(0.05		)	(0.04		)	0.19
Net income from discontinued operations	—			0.01			0.01			0.03
Gain on sale of discontinued operations	0.15			—			0.16			0.07
Net income attributable to SLGOP common unitholders	$	0.40		$	0.09		$	0.70		$	1.53
Diluted earnings per unit:
Income from continuing operations before discontinued operations	$	0.25		$	0.13		$	0.56		$	1.23
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	—			(0.05		)	(0.04		)	0.19
Net income from discontinued operations	—			0.01			0.02			0.03
Gain on sale of discontinued operations	0.15			—			0.16			0.07
Net income attributable to SLGOP common unitholders	$	0.40		$	0.09		$	0.70		$	1.52
Dividends per unit	$	0.33		$	0.25		$	0.99		$	0.75
Basic weighted average common units outstanding	94,780			93,561			94,389			92,117
Diluted weighted average common units and common unit equivalents outstanding	95,016			93,891			94,631			92,485

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

~~SL Green Operating Partnership, L.P.~~7

~~Consolidated~~SL ~~Statement~~Green ofOperating ~~Capital~~Partnership, L.P.

~~(unaudited,~~Consolidated inStatements ~~thousands,~~of ~~except~~Comprehensive ~~per unit data)~~Income

	SL Green Operating Partnership Unitholders
	Series C			Series I			General Partner				Limited Partners					Accumulated Other
	Preferred Units			Preferred Units			Common Units	Common Unitholders			Common Units		Common Unitholders			Comprehensive Income (Loss)			Noncontrolling Interests			Total
Balance at December 31, 2012	$	180,340		$	221,965		91,250	$	6,189,529		2,760		$	71,524		$	(30,649	)	$	487,301		$	7,120,010
Net income	6,932			7,474				39,345					799						5,905			60,455
Other comprehensive income																11,480						11,480
Preferred distributions	(6,932		)	(7,474		)																(14,406		)
DRIP proceeds								26														26
Conversion of units							224	17,287			(224	)	(17,287		)							—
Issuance of units											258		12,675									12,675
Amortization of deferred compensation plan							4	13,324														13,324
Redemption of preferred units	(180,340		)					(12,160		)												(192,500		)
Preferred units issuance costs				(33		)																(33		)
Contributions - net proceeds from common stock offering							95	8,511														8,511
Contributions - treasury shares							83	6,090														6,090
Contributions - proceeds from stock options exercised							157	8,969														8,969
Contributions to consolidated joint venture																			3,364			3,364
Distributions to noncontrolling interests																			(8,152		)	(8,152		)
Cash distribution declared ($0.66 per common unit, none of which represented a return of capital for federal income tax purposes)								(60,899		)			(1,775		)							(62,674		)
Balance at June 30, 2013	$	—		$	221,932		91,813	$	6,210,022		2,794		$	65,936		$	(19,169	)	$	488,418		$	6,967,139

(unaudited, in thousands)

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net income	$	45,336		$	28,630		$	106,921		$	182,243

Other comprehensive (loss) income:
Change in net unrealized (loss) gain on derivative instruments, including SL Green's share of joint venture net unrealized (loss) gain on derivative instruments	(1,165		)	(102		)	10,522			(635		)
Change in unrealized gain (loss) on marketable securities	513			(825		)	306			(597		)
Other comprehensive (loss) income	(652		)	(927		)	10,828			(1,232		)

Comprehensive income	44,684			27,703			117,749			181,011

Net income attributable to noncontrolling interests in other partnerships	(2,901		)	(1,835		)	(8,806		)	(6,792		)

Comprehensive income attributable to SLGOP	$	41,783		$	25,868		$	108,943		$	174,219

6The accompanying notes are an integral part of these financial statements.

~~Table of Contents~~8

SL Green Operating Partnership, L.P.

Consolidated ~~Statements~~Statement of ~~Cash Flows~~Capital

(unaudited, in thousands, except per unit data)

	Six Months Ended
	SL Green Operating Partnership Unitholders
	June 30,
	Series C Preferred Units				Series I Preferred Units			General Partner				Limited Partners					AccumulatedOther ComprehensiveIncome (Loss)
	2013			2012
								CommonUnits	CommonUnitholders			CommonUnits		CommonUnitholders						Noncontrolling Interests			Total
Operating Activities
Balance at December 31, 2012	$	180,340			$	221,965		91,250	$	6,189,529		2,760		$	71,524		$	(30,649	)	$	487,301		$	7,120,010
Net income	$6,932	~~61,585~~		$	~~153~~11,~~614~~212				76,370					1,909						8,806			105,229
Adjustments to reconcile net income to net cash provided by operating activities:
Other comprehensive income																	10,828						10,828
Depreciation and amortization	173,028			162,028
Preferred distributions	(6,932		)		(11,212		)																(18,144		)
Depreciable real estate reserves, net of recoveries	2,150			(5,789		)
DRIP proceeds									57														57
Equity in net income from unconsolidated joint ventures	(1,313		)	(69,330		)
Conversion of units								224	17,287			(224	)	(17,287		)							—
Distributions of cumulative earnings from unconsolidated joint ventures	13,467			77,981
Issuance of units												256		14,270									14,270
Purchase price fair value adjustment	2,305			—
Deferred compensation plan								10	434														434
Equity in net loss (gain) on sale of interest in unconsolidated joint venture/real estate	3,583			(16,794		)
Amortization of deferred compensation plan									19,702														19,702
Gain on sale of discontinued operations	(1,113		)	(6,627		)
Redemption of preferred units	(180,340		)						(12,160		)												(192,500		)
Loan loss and other investment reserves, net of recoveries	—			564
Preferred units issuance costs					(33		)																(33		)
Loss on early extinguishment of debt	10,968			—
Contributions - net proceeds from common stock offering								462	41,791														41,791
Deferred rents receivable	(29,452		)	(37,318		)
Contributions - treasury shares								83	6,090														6,090
Other non-cash adjustments	(28,375		)	3,759
Contributions - proceeds from stock options exercised								185	10,395														10,395
Changes in operating assets and liabilities:
Contributions to consolidated joint venture																				3,781			3,781
Restricted cash — operations	6,127			(7,104		)
Distributions to noncontrolling interests																				(11,809		)	(11,809		)
Tenant and other receivables	4,896			(5,006		)
Cash distribution declared ($0.99 per common unit, none of which represented a return of capital for federal income tax purposes)									(90,266		)			(2,695		)							(92,961		)
Related party receivables	768			(3,792		)
Balance at September 30, 2013	$	—			$	221,932		92,214	$	6,259,229		2,792		$	67,721		$	(19,821	)	$	488,079		$	7,017,140
Deferred lease costs	(19,106		)	(28,549		)
Other assets	4,075			(27,176		)
Accounts payable, accrued expenses and other liabilities	1,793			9,609
Deferred revenue and land leases payable	8,102			(2,135		)
Net cash provided by operating activities	213,488			197,935
Investing Activities
Acquisitions of real estate property	(52,534		)	(248,468		)
Additions to land, buildings and improvements	(61,531		)	(76,585		)
Escrowed cash — capital improvements/acquisition deposits	(394		)	(65,030		)
Investments in unconsolidated joint ventures	(81,913		)	(131,820		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	11,117			44,172
Net proceeds from disposition of real estate/joint venture interest	5,852			26,099
Other investments	(18,038		)	(31,206		)
Debt and preferred equity and other investments, net of repayments/participations	150,919			(75,209		)
Net cash used in investing activities	(46,522		)	(558,047		)
Financing Activities
Proceeds from mortgages and other loans payable	980,333			1,113,500
Repayments of mortgages and other loans payable	(833,728		)	(472,288		)
Proceeds from credit facility and senior unsecured notes	370,000			468,339
Repayments of credit facility and senior unsecured notes	(404,970		)	(840,793		)
Contributions of proceeds from stock options exercised and DRIP issuance	8,995			105,195
Contributions of net proceeds from sale of common stock/preferred stock	8,478			201,307
Redemption of preferred units	(192,500		)	—
Purchases of treasury stock	—			(11,158		)
Distributions to noncontrolling interests in other partnerships	(8,152		)	(11,999		)
Contributions from noncontrolling interests in other partnerships	3,364			18,799
Distributions paid on common and preferred units	(81,309		)	(60,716		)
Deferred loan costs and capitalized lease obligations	(8,492		)	(31,467		)
Net cash (used in) provided by financing activities	(157,981		)	478,719
Net increase in cash and cash equivalents	8,985			118,607
Cash and cash equivalents at beginning of period	189,984			138,192
Cash and cash equivalents at end of period	$	198,969		$	256,799

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

~~Table~~SL ofGreen ~~Contents~~Operating Partnership, L.P.

SLConsolidated ~~Green~~Statements ~~Operating~~of ~~Partnership,~~Cash ~~L.P.~~Flows

~~Notes~~(unaudited, toin ~~Consolidated Financial Statements~~thousands)

June 30, 2013



	Nine Months Ended September 30,
	2013			2012
Operating Activities
Net income	$	106,921		$	182,243
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	264,833			249,950
Depreciable real estate reserves	2,150			—
Equity in net income from unconsolidated joint ventures	(4,251		)	(80,988		)
Distributions of cumulative earnings from unconsolidated joint ventures	21,723			84,182
Purchase price fair value adjustment	2,305			—
Equity in net loss (gain) on sale of interest in unconsolidated joint venture/real estate	3,937			(17,776		)
Gain on sale of discontinued operations	(14,900		)	(6,627		)
Loan loss and other investment reserves, net of recoveries	—			564
Gain on sale of investments in marketable securities	—			(2,237		)
Loss on early extinguishment of debt	10,968			—
Deferred rents receivable	(44,021		)	(50,910		)
Other non-cash adjustments	(31,808		)	(864		)
Changes in operating assets and liabilities:
Restricted cash — operations	1,254			(12,557		)
Tenant and other receivables	(3,018		)	(8,500		)
Related party receivables	(187		)	(3,792		)
Deferred lease costs	(28,502		)	(37,885		)
Other assets	(23,316		)	(44,915		)
Accounts payable, accrued expenses and other liabilities	23,635			11,309
Deferred revenue and land leases payable	22,731			8,997
Net cash provided by operating activities	310,454			270,194
Investing Activities
Acquisitions of real estate property	(58,185		)	(405,318		)
Additions to land, buildings and improvements	(108,849		)	(107,425		)
Escrowed cash — capital improvements/acquisition	(246,682		)	(68,692		)
Investments in unconsolidated joint ventures	(120,130		)	(159,524		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	19,795			48,510
Net proceeds from disposition of real estate/joint venture interest	218,701			70,367
Other investments	(26,003		)	(28,911		)
Debt and preferred equity and other investments, net of repayments/participations	78,888			(172,411		)
Net cash used in investing activities	(242,465		)	(823,404		)
Financing Activities
Proceeds from mortgages and other loans payable	980,333			1,113,500
Repayments of mortgages and other loans payable	(1,027,201		)	(484,518		)
Proceeds from credit facility and senior unsecured notes	844,000			813,339
Repayments of credit facility and senior unsecured notes	(578,970		)	(1,065,793		)
Contributions of proceeds from stock options exercised and DRIP issuance	10,452			112,447
Contributions of net proceeds from sale of common stock/preferred stock	41,758			423,544
Redemption of preferred units	(192,500		)	(200,013		)
Sale or purchase of treasury stock	6,089			(11,197		)
Distributions to noncontrolling interests in other partnerships	(11,809		)	(15,622		)
Contributions from noncontrolling interests in other partnerships	3,781			19,181
Distributions paid on common and preferred units	(115,887		)	(93,657		)
Deferred loan costs and capitalized lease obligations	(8,921		)	(33,830		)
Net cash (used in) provided by financing activities	(48,875		)	577,381
Net increase in cash and cash equivalents	19,114			24,171
Cash and cash equivalents at beginning of period	189,984			138,192
Cash and cash equivalents at end of period	$	209,098		$	162,363

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Issuance of common stock as deferred compensation	$	434		$	631
Issuance of units in the Operating Partnership	14,270			40,542
Redemption of units in the Operating Partnership	17,287			17,467
Derivative instruments at fair value	494			375
Assignment of debt investment to joint venture	—			25,362
Mortgage assigned upon asset sale	—			59,099
Tenant improvements and capital expenditures payable	9,855			10,056
Assumption of mortgage loans	84,642			—
Accrued acquisition liabilities	—			4,372
Deferred leasing payable	2,849			509
Capital leased asset	9,992			—
Transfer to net assets held for sale	—			86,339
Transfer to liabilities related to net assets held for sale	—			62,792
Repayment of mezzanine loan	—			3,750
Redemption of Series E units	—			31,698
Repayment of financing receivable	—			28,195
Consolidation of real estate investment	90,934			—
Investment in joint venture	—			5,135

~~(unaudited)~~The accompanying notes are an integral part of these financial statements.

~~1. Organization and Basis of Presentation~~10

SL Green Realty Corp., ~~which is referred to as the Company or SL Green, a Maryland corporation,~~ and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Operating Partnership received a contribution of interest in the real estate properties, as well as 95% of the economic interest in the management, leasing and construction companies, which are referred to as the Service Corporation, a consolidated variable interest entity. All of the management, leasing and construction services with respect to the properties which are wholly-owned by us are conducted through SL Green Management LLC which is 100% owned by us. 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 SLGOP and all entities owned or controlled by SLGOP.

~~Substantially~~Notes all of SL Green’s assets are held by, and its operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As of June 30, 2013, noncontrolling investors held, in the aggregate, a 2.95% common limited partnership interest in the Operating Partnership. We refer to ~~these~~Consolidated ~~interests~~Financial ~~as the noncontrolling interests in the Operating Partnership. See Note 12, “Capital.”~~Statements

~~Reckson Associates Realty Corp.~~September 30, or2013 ~~Reckson, and Reckson Operating Partnership, L.P., or ROP, are our wholly-owned subsidiaries.~~

As of June 30, 2013, we owned the following interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan, a borough of New York City. Our investments in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and Northern New Jersey, which are collectively known as the Suburban assets:(unaudited)

Location	Ownership	Number of Properties	Square Feet	Weighted Average Occupancy(1)
Manhattan	Consolidated properties	27	18,347,945	93.9	%
	Unconsolidated properties	9	5,934,434	95.1	%
Suburban	Consolidated properties	27	4,217,400	79.4	%
	Unconsolidated properties	4	1,222,100	84.3	%
		67	29,721,879	91.7	%

1. Organization and Basis of Presentation

~~(1)~~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 ~~weighted~~Operating ~~average~~Partnership ~~occupancy~~received ~~represents~~a contribution of interest in the ~~total~~real ~~leased~~estate ~~square~~properties, ~~feet~~as ~~divided~~well as 95% of the economic interest in the management, leasing and construction companies, which are referred to as the Service Corporation, a consolidated variable interest entity. All of the management, leasing and construction services with respect to the properties that are wholly-owned by ~~total~~us ~~available~~are ~~rentable~~conducted ~~square~~through ~~feet~~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.

AsSubstantially all of ~~June 30,~~our ~~2013,~~assets weare ~~also~~held ~~owned~~by, ~~investments~~and inour 14operations ~~stand-alone~~are ~~retail~~conducted ~~properties encompassing approximately 465~~through,~~200~~ ~~square~~the ~~feet,~~Operating 15Partnership. The ~~development~~Company ~~properties~~is ~~encompassing~~the ~~approximately~~sole ~~2,580,700~~managing ~~square~~general ~~feet,~~partner ~~three~~of ~~residential~~the ~~properties~~Operating ~~encompassing~~Partnership. As ~~468~~of ~~units (approximately 497~~September 30,~~100~~ ~~square feet)~~2013, ~~two~~noncontrolling ~~land~~investors ~~interests~~held, ~~encompassing~~in ~~approximately~~the ~~961~~aggregate,~~400~~ ~~square~~a ~~feet~~2.94% ~~and~~limited 30partnership ~~west~~interest ~~coast~~in ~~office~~the ~~properties~~Operating ~~encompassing approximately 4,066,900 square feet~~Partnership. InWe ~~addition,~~refer weto ~~manage~~these ~~two~~interests ~~office~~as ~~properties~~the ~~owned~~noncontrolling byinterests ~~third~~in ~~parties~~the ~~and~~Operating ~~affiliated companies encompassing approximately 626,400 rentable square feet~~Partnership. See AsNote ~~of June 30~~11, ~~2013,~~“Noncontrolling weInterests ~~also~~on ~~held~~the ~~debt~~Company's ~~and~~Consolidated ~~preferred~~Financial ~~equity investments with a book value of $1~~Statements.~~2 billion.~~”

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

InAs ~~accordance~~of ~~with our partnership agreement~~September 30, ~~or the Operating Partnership agreement~~2013, we ~~allocate~~owned ~~all~~the ~~distributions~~following ~~and~~interests ~~profits and losses~~ in ~~proportion~~commercial tooffice ~~the~~properties ~~percentage~~in ~~ownership interests of~~ the ~~respective~~New ~~partners.~~York AsMetropolitan ~~our managing general partner~~area, SLprimarily ~~Green is required to take such reasonable efforts, as determined by it~~ in ~~its~~midtown ~~sole discretion~~Manhattan, toa ~~cause~~borough ~~us to distribute sufficient amounts to enable the payment~~ of ~~sufficient~~New ~~dividends~~York ~~by the Company to minimize any Federal income or excise tax at the Company level~~City. Our ~~Under~~investments ~~the~~in ~~Operating Partnership agreement, each limited partner has~~ the ~~right~~New toYork ~~cause~~Metropolitan usarea toalso ~~redeem~~include ~~units~~investments ofin ~~limited~~Brooklyn, ~~partnership~~Long ~~interests~~Island, ~~for~~Westchester ~~cash~~County, orConnecticut ifand ~~the~~Northern ~~Company~~New ~~so elects~~Jersey, ~~shares~~which ofare SLcollectively ~~Green’s~~known ~~common~~as ~~stock~~the onSuburban ~~a one-for-one basis.~~assets:

Basis of Quarterly Presentation



Location	Ownership	Number of Properties	Square Feet	Weighted Average Occupancy(1)
Manhattan	Consolidated properties	26	18,012,945	93.8	%
	Unconsolidated properties	9	5,934,434	96.2	%

Suburban	Consolidated properties	26	4,087,400	79.1	%
	Unconsolidated properties	4	1,222,100	85.3	%
		65	29,256,879	91.9	%

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_________________________________

8(1) The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.

~~Table~~As of ~~Contents~~September 30, 2013, we also owned investments in 16 retail properties encompassing approximately 621,300 square feet, 13 development properties encompassing approximately 2,424,600 square feet, three residential properties encompassing 468 units (approximately 497,100 square feet), two land interests encompassing approximately 961,400 square feet and 28 west coast office properties encompassing approximately 3,654,300 square feet. In addition, we manage two office properties owned by third parties and affiliated companies encompassing approximately 626,400 rentable square feet. As of September 30, 2013, we also held debt and preferred equity investments with a book value of $1.3 billion.

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

~~Notes~~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 ~~Consolidated~~the ~~Financial~~percentage ~~Statements~~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

~~June 30, 2013~~11

~~(unaudited)~~Table of Contents

~~States~~SL ~~for~~Green ~~complete~~Realty ~~financial statements~~Corp. In ~~the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of SLGOP at June 30, 2013,~~ and ~~the~~SL ~~results~~Green ofOperating operations for the periods presented have been included. The 2013 operating results for the period presented are not necessarily indicative of the results that may be expected for the year ending December 31Partnership, ~~2013~~L. ~~These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2012~~P.

~~The~~Notes ~~balance~~to ~~sheet~~Consolidated atFinancial December 31, 2012 has been derived from the audited financial statements at 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.Statements

~~2. Significant~~September ~~Accounting~~30, ~~Policies~~2013

~~Principles of Consolidation~~(unaudited)

~~The~~in ~~consolidated financial statements include~~ our ~~accounts~~sole ~~and~~discretion, ~~those~~to ofcause ~~our~~the ~~subsidiaries,~~Operating ~~which~~Partnership ~~are~~to ~~wholly-owned~~distribute orsufficient ~~controlled~~amounts byto ~~us.~~enable ~~Entities~~the ~~which~~payment weof dosufficient ~~not~~dividends ~~control~~by ~~through~~us ~~our~~to ~~voting~~minimize ~~interest~~any ~~and~~Federal ~~entities~~income ~~which~~or ~~are~~excise ~~variable~~tax ~~interest~~at ~~entities,~~the ~~but~~Company ~~where~~level. weUnder ~~are not~~ the ~~primary~~Operating ~~beneficiary~~Partnership Agreement, ~~are~~each ~~accounted~~limited ~~for~~partner ~~under~~has the ~~equity~~right ~~method~~to orredeem asunits ~~debt~~of ~~and~~limited ~~preferred~~partnership ~~equity~~interests ~~investments. See~~for ~~Note 5~~cash, ~~“Debt~~or ~~and~~if ~~Preferred~~we ~~Equity~~so ~~Investments” and Note 6~~elect, ~~“Investments~~for inshares ~~Unconsolidated~~of ~~Joint~~our ~~Ventures.”~~common ~~All~~stock ~~significant~~on ~~intercompany~~a ~~balances~~one-for-one ~~and transactions have been eliminated~~basis.

WeBasis ~~consolidate variable interest entities, or VIEs, in which we are considered the primary beneficiary. The primary beneficiary~~ of aQuarterly VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Included in commercial real estate properties on our consolidated balance sheets as of June 30, 2013 and December 31, 2012 are approximately $599.3 million and $607.4 million, respectively, related to our consolidated VIEs. Included in mortgages and other loans payable on our consolidated balance sheets as of June 30, 2013 and December 31, 2012 are approximately $375.3 million and $379.6 million, respectively, related to our consolidated VIEs.Presentation

AThe ~~noncontrolling~~accompanying ~~interest~~unaudited consolidated financial statements have been prepared in aaccordance ~~consolidated~~with ~~subsidiary~~accounting isprinciples ~~defined~~generally asaccepted in the ~~portion~~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 ~~equity~~information ~~(net~~and ~~assets)~~notes required by accounting principles generally accepted in athe ~~subsidiary~~United ~~not~~States ~~attributable~~for complete financial statements. In the opinion of management, ~~directly~~all oradjustments ~~indirectly~~(consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company and the Operating Partnership at September 30, to2013 aand ~~parent~~the results of operations for the periods presented have been included. ~~Noncontrolling~~The ~~interests~~2013 ~~are~~operating ~~required~~results tofor bethe period presented asare anot ~~separate~~necessarily ~~component~~indicative of ~~capital~~the inresults ~~the~~that ~~consolidated~~may ~~balance~~be ~~sheet~~expected ~~and~~for the ~~presentation~~year ofending ~~net~~December 31, ~~income~~2013. These ~~was~~financial ~~modified~~statements toshould ~~present~~be ~~earnings~~read in conjunction with the financial statements and ~~other~~accompanying ~~comprehensive~~notes ~~income~~included ~~attributed~~in tothe ~~controlling~~Annual Reports on Form 10-K for the year ended December 31, 2012 of the Company and ~~noncontrolling~~the ~~interests~~Operating Partnership.

WeThe ~~assess~~balance ~~the~~sheets ~~accounting~~at treatment for each joint venture and debt and preferred equity investment. This assessment includes a review of each joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIE’sDecember 31, we2012 ~~review~~have ~~such~~been ~~agreements~~derived infrom ~~order to determine which party has~~ the ~~power~~audited tofinancial ~~direct~~statements ~~the~~at ~~activities~~ that ~~most~~date ~~significantly~~but ~~impact~~does ~~the~~not ~~entity’s~~include ~~economic~~all ~~performance. In situations where we and our partner approves, among other things,~~ the ~~annual~~information ~~budget, receives a detailed monthly reporting package from us, meets on a quarterly basis to review the results of the joint venture, reviews~~ and ~~approves~~footnotes ~~the~~required ~~joint~~by ~~venture’s~~accounting ~~tax~~principles ~~return~~generally ~~before~~accepted filing, and approves all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in ~~shared power of~~ the ~~activities~~United ~~that~~States ~~most~~for ~~significantly~~complete ~~impact~~financial ~~the performance of our joint venture~~statements. Our joint venture agreements typically contain certain protective rights such as the requirement of partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan.

~~Investment~~2. Significant inAccounting ~~Commercial Real Estate Properties~~Policies

OnPrinciples ~~a periodic basis, we assess whether there are any indications that the value~~ of our real estate properties may be impaired or that their carrying value may not be recoverable. A property’s value is considered impaired if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges for consolidated properties) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. In June 2013, we recorded a $2.2 million impairment charge in connection with the expected sale of 300 Main Street in Stamford, Connecticut, which is accounted for as held for sale as of June 30, 2013.Consolidation

WeThe ~~assess~~consolidated ~~our~~financial ~~investments~~statements ininclude ~~unconsolidated~~our ~~joint~~accounts ~~ventures~~and ~~for~~those ~~recoverability~~of our subsidiaries, ~~and~~which ifare itwholly-owned isor ~~determined~~controlled ~~that~~by aus. ~~loss~~Entities inwhich ~~value~~we ofdo ~~the~~not ~~investment~~control isthrough ~~other~~our ~~than~~voting ~~temporary,~~interest weand ~~write~~entities ~~down~~which ~~the~~are ~~investment~~variable tointerest ~~its~~entities, ~~fair~~but ~~value. We~~where ~~evaluate~~we ~~our~~are ~~equity~~not ~~investments~~the ~~for~~primary ~~impairment~~beneficiary, ~~based~~are onaccounted for under the ~~joint~~equity ~~venture’s~~method ~~projected~~or ~~discounted~~as ~~cash~~debt ~~flows.~~and Wepreferred doequity ~~not~~investments. See ~~believe~~Note ~~that~~5, ~~the~~“Debt ~~values~~and ofPreferred ~~any~~Equity ofInvestments” ~~our~~and ~~consolidated~~Note ~~properties~~6, or“Investments ~~equity~~in ~~investments~~Unconsolidated ~~were~~Joint ~~impaired~~Ventures.” All atsignificant ~~either~~intercompany ~~June 30,~~balances ~~2013~~and ortransactions ~~December 31,~~have ~~2012~~been eliminated.

9We consolidate variable interest entities, or VIEs, in which we are considered the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. Included in commercial real estate properties on our consolidated balance sheets as of September 30, 2013 and December 31, 2012 are approximately $600.1 million and $607.4 million, respectively, related to our consolidated VIEs. Included in mortgages and other loans payable on our consolidated balance sheets as of September 30, 2013 and December 31, 2012 are approximately $373.1 million and $379.6 million, respectively, related to our consolidated VIEs.

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

SLWe ~~Green~~assess ~~Operating~~the ~~Partnership~~accounting treatment for each joint venture and debt and preferred equity investment. This assessment includes a review of each joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIE’s, Lwe review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance.P In situations where we and our partner approves, among other things, the annual budget, receives a detailed monthly reporting package from us, meets on a quarterly basis to review the results of the joint venture, reviews and approves the joint venture’s tax return before filing, and approves all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of our joint venture. Our joint venture agreements typically contain

~~Notes to Consolidated Financial Statements~~12

~~June 30,~~Table ~~2013~~of Contents

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

~~When~~Notes weto ~~acquire~~Consolidated ~~equity~~Financial interests in an existing unconsolidated joint venture and gain control over the investment, we record the consolidated investment at fair value. The difference between the book value of our equity investment on the purchase date and our share of the fair value of the investment’s purchase price is recorded as a purchase price fair value adjustment in our consolidated statements of income. In April 2013, we recognized a purchase price fair value adjustment of $(2.3) million in connection with the consolidation of 16 Court Street, which was previously accounted for as an investment in unconsolidated joint venture.Statements

WeSeptember ~~allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and~~30, 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) and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 years. The value associated with in-place leases is amortized 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.2013

We recognized an increase of approximately $6.2 million, $10.1 million, $2.8 million and $4.8 million in rental revenue for the three and six months ended June 30, 2013 and 2012, respectively, for the amortization of aggregate below-market leases in excess of above-market leases and a reduction in lease origination costs, resulting from the allocation of the purchase price of the applicable properties. We recognized an increase/(~~reduction~~unaudited) in interest expense for the amortization of the above-market rate mortgages assumed of approximately $(1.3) million, $(2.6) million, $1.6 million and $0.6 million for the three and six months ended June 30, 2013 and 2012, respectively.

~~The~~certain ~~following~~protective ~~summarizes~~rights ~~our~~such ~~identified~~as ~~intangible~~the ~~assets~~requirement ~~(acquired~~of ~~above-market~~partner ~~leases~~approval ~~and~~to ~~in-place~~sell, ~~leases)~~finance ~~and~~or ~~intangible~~refinance ~~liabilities~~the ~~(acquired~~property ~~below-market~~and ~~leases)~~the aspayment of ~~June 30,~~capital ~~2013~~expenditures and ~~December 31,~~operating ~~2012~~expenditures ~~(in~~outside ~~thousands):~~of the approved budget or operating plan.

	June 30, 2013			December 31, 2012
Identified intangible assets (included in other assets):
Gross amount	$	732,160		$	725,861
Accumulated amortization	(296,573		)	(263,107		)
Net	$	435,587		$	462,754
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	667,495		$	651,921
Accumulated amortization	(391,631		)	(357,225		)
Net	$	275,864		$	294,696

Investment in Commercial Real Estate Properties

~~Fair~~On ~~Value~~a ~~Measurements~~periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property’s value is considered impaired if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges for consolidated properties) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. We also evaluate our real estate properties for potential impairment when a real estate property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell. In June 2013, we recorded a $2.2 million impairment charge in connection with the sale of 300 Main Street in Stamford, Connecticut.

~~Fair~~We ~~value~~assess isour ainvestments ~~market-based~~in ~~measurement,~~unconsolidated ~~not~~joint anventures ~~entity-specific~~for ~~measurement~~recoverability, and ~~should~~if beit is determined ~~based on the assumptions~~ that ~~market~~a ~~participants~~loss ~~would use~~ in ~~pricing~~value of the ~~asset~~investment oris ~~liability.~~other Asthan atemporary, ~~basis~~we ~~for~~write ~~considering~~down ~~market~~the ~~participant~~investment ~~assumptions~~to inits fair value. We ~~measurements,~~evaluate ~~FASB~~our ~~guidance~~equity ~~establishes~~investments afor ~~fair~~impairment ~~value hierarchy that distinguishes between market participant assumptions~~ based on ~~market~~the ~~data~~joint ~~obtained~~venture’s ~~from~~projected ~~sources~~discounted ~~independent~~cash offlows. ~~the~~We ~~reporting~~do ~~entity~~not ~~(observable~~believe ~~inputs~~ that ~~are~~the ~~classified~~values ~~within~~of ~~Levels~~any ~~1 and 2~~ of ~~the~~our ~~hierarchy)~~consolidated ~~and~~properties ~~the~~or ~~reporting~~equity ~~entity’s~~investments ~~own~~were ~~assumptions~~impaired ~~about~~at ~~market~~either ~~participant~~September 30, ~~assumptions~~2013 ~~(unobservable~~or ~~inputs~~December 31, ~~classified within Level 3 of the hierarchy)~~2012.

WeWhen ~~determined~~we acquire equity interests in an existing unconsolidated joint venture and gain control over the investment, we record the consolidated investment at fair value. The difference between the book value of our ~~current~~equity ~~investments~~investment on the purchase date and our share of the fair value of the investment’s purchase price is recorded as a purchase price fair value adjustment in ~~marketable~~our ~~securities~~consolidated ~~using~~statements ~~Level~~of 1income. In April 2013, ~~Level~~we 2recognized ~~and~~a ~~Level~~purchase price fair value adjustment of $(2.3) ~~inputs~~million in connection with the consolidation of 16 Court Street, which was previously accounted for as an investment in unconsolidated joint venture.

10We 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) and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 years. The value associated with in-place leases is amortized 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.

~~Table~~We recognized a decrease approximately $1.5 million in rental revenue for the three months ended September 30, 2013 for the amortization of ~~Contents~~aggregate above-market leases and reductions in lease origination costs in excess of below-market leases, which included approximately $6.8 million resulting from a write-off of above-market and in-place lease balances associated with a former tenant. Excluding this non-recurring charge, we recognized an increase of approximately $5.3 million in rental revenue for the three months ended September 30, 2013 for the amortization of aggregate below-market leases in excess of above-market leases and reductions in lease origination costs. We recognized an increase of approximately $8.5 million, $2.6 million and $7.4 million in rental revenue for the nine months ended September 30, 2013 and the three and nine months ended September 30, 2012, respectively, for the amortization of aggregate below-market leases in excess of above-market leases and reductions in lease origination costs.We recognized a reduction in interest expense for the amortization of the above-market rate mortgages assumed of approximately $1.3 million, $4.0 million, $1.3 million and $0.7 million for the three and nine months ended September 30, 2013 and 2012, respectively.

~~SL Green Operating Partnership, L.P.~~13

~~Notes~~Table toof ~~Consolidated Financial Statements~~Contents

~~June 30~~SL Green Realty Corp. and SL Green Operating Partnership, ~~2013~~L.P.

~~(unaudited)~~Notes to Consolidated Financial Statements

~~The~~September ~~estimated~~30, fair values of tangible and intangible assets and liabilities recorded in connection with business combinations are based on Level 3 inputs. We estimate fair values based on cash flow projections utilizing appropriate discount and/or capitalization rates and available market information.2013

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

WeThe ~~use~~following ~~the~~summarizes ~~following~~our ~~methods~~identified ~~and~~intangible ~~assumptions~~assets (acquired above-market leases and in-place ~~estimating~~leases) ~~fair~~and ~~value~~intangible ~~disclosures~~liabilities ~~for~~(acquired ~~financial~~below-market ~~instruments.~~leases) as of September 30, 2013 and December 31, 2012 (in thousands):

· Cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses: 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.



	September 30, 2013			December 31, 2012
Identified intangible assets (included in other assets):
Gross amount	$	732,160		$	725,861
Accumulated amortization	(325,224		)	(263,107		)
Net	$	406,936		$	462,754

Identified intangible liabilities (included in deferred revenue):
Gross amount	$	667,495		$	651,921
Accumulated amortization	(411,814		)	(357,225		)
Net	$	255,681		$	294,696

~~· Debt~~Investment ~~and~~in ~~preferred~~Marketable equity investments: The fair value of debt and preferred equity investments is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings. See “Reserve for Possible Credit Losses” below regarding valuation allowances for loan losses.Securities

~~· Derivative~~We ~~instruments:~~invest ~~The~~in ~~fair~~marketable ~~value~~securities. At the time of ~~derivative~~purchase, ~~instruments~~we isare ~~based~~required onto ~~current~~designate ~~market~~a ~~data~~security ~~received~~as ~~from~~held-to-maturity, ~~financial~~available-for-sale, ~~sources~~or ~~that~~trading ~~trade~~depending ~~such~~on ~~instruments~~ability and ~~are~~intent. ~~based~~We ondo ~~prevailing~~not ~~market~~have ~~data~~any ~~and~~securities ~~derived~~designated ~~from~~as ~~third~~held-to-maturity ~~party~~or ~~proprietary~~trading ~~models~~at ~~based~~this ontime. ~~well~~Securities available-~~recognized~~for-sale ~~financial~~are ~~principles~~reported ~~and~~at ~~reasonable~~fair ~~estimates~~value ~~about~~pursuant ~~relevant~~to ~~future~~ASC ~~market~~820-10, ~~conditions~~with the net unrealized gains or losses reported as a component of accumulated other comprehensive loss.

~~· Mortgage and other loans payable and other debt:~~ The ~~fair~~cost ~~value~~ of ~~borrowings~~bonds isand ~~estimated~~marketable bysecurities ~~discounting~~sold ~~the~~was ~~future~~determined ~~cash flows~~ using ~~current~~the ~~interest~~specific ~~rates~~identification ~~at which similar borrowings could be made by us~~method.

~~The~~At ~~methodologies~~September 30, ~~used~~2013 ~~for~~and ~~measuring~~December 31, ~~fair~~2012, ~~value~~we ~~have~~held ~~been~~the ~~categorized~~following ~~into~~marketable ~~three~~securities ~~broad~~(in ~~levels as follows~~thousands):

Level 1 — Quoted prices in active markets for identical instruments.



	September 30, 2013		December 31, 2012
Level 1 – Equity marketable securities	$	3,109	$	2,202
Level 2 – Commercial mortgage-backed securities	26,346		15,575
Level 3 – Rake bonds	3,408		3,652
Total marketable securities available-for-sale	$	32,863	$	21,429

~~Level~~Our 2equity —marketable ~~Valuations~~securities ~~based~~represent ~~principally~~our oninvestment ~~other~~in ~~observable~~Gramercy ~~market~~Capital ~~parameters~~Corp., ~~including~~which was renamed Gramercy Property Trust Inc. (NYSE: GPT), or Gramercy, in April 2013. Marc Holliday, our chief executive officer, remains a board member of Gramercy. As we no longer have any significant influence over Gramercy, we account for our investment as available-for-sale securities.

~~· Quoted~~The ~~prices~~cost inbasis ~~active~~of ~~markets~~the ~~for~~Level ~~similar~~3 ~~instruments~~securities was $3.6 million and $3.7 million at September 30, 2013 and December 31, 2012, respectively. There were no sales of Level 3 securities during the three and nine months ended September 30, 2013. The Level 3 securities mature at various times through 2030.

~~· Quoted~~Revenue ~~prices in less active or inactive markets for identical or similar instruments,~~Recognition

~~· Other~~Rental ~~observable~~revenue ~~inputs~~is ~~(such~~recognized ason ~~interest~~a ~~rates~~straight-line basis over the term of the lease. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. In order for the tenant to take possession, ~~yield~~the ~~curves~~leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, ~~volatilities~~management evaluates whether we are or the tenant is the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, ~~prepayment~~rental ~~speeds~~revenue recognition begins when the tenant takes possession of the finished space, ~~loss~~which ~~severities~~is when such tenant improvements are substantially complete. In certain instances, ~~credit~~when ~~risks~~management ~~and~~concludes ~~default~~that ~~rates~~we are not the owner (the tenant is the owner) of tenant improvements, ~~and~~rental revenue recognition begins when the tenant takes possession of or controls the space. When management concludes that we are the

~~· Market corroborated inputs (derived principally from or corroborated by observable market data).~~14

~~Level~~Table 3of ~~— Valuations based significantly on unobservable inputs.~~Contents

~~· Valuations~~SL ~~based~~Green onRealty ~~third-party~~Corp. ~~indications~~and ~~(broker~~SL ~~quotes~~Green orOperating ~~counterparty quotes) which were~~Partnership, ~~in turn, based significantly on unobservable inputs or were otherwise not supportable as Level 2 valuations~~L.P.

~~· Valuations~~Notes ~~based~~to onConsolidated ~~internal~~Financial ~~models with significant unobservable inputs.~~Statements

~~These~~September ~~levels~~30, form a hierarchy. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. The classifications are based on the lowest level of input that is significant to the fair value measurement.2013

~~Investment in Marketable Securities~~(unaudited)

Weowner ~~invest~~of intenant ~~marketable~~improvements ~~securities.~~for Ataccounting ~~the~~purposes, ~~time~~management ofrecords ~~purchase,~~amounts wefunded ~~are~~to ~~required~~construct tothe ~~designate~~tenant improvements as a ~~security~~capital asasset. ~~held-to-maturity,~~For ~~available-for-sale~~these tenant improvements, ormanagement ~~trading~~records ~~depending~~amounts onreimbursed ~~ability~~by ~~and~~tenants ~~intent.~~as Wea doreduction ~~not~~of ~~have~~the ~~any~~capital ~~securities~~asset. ~~designated~~When asmanagement ~~held-to-maturity~~concludes orthat ~~trading~~the attenant ~~this~~is ~~time.~~the ~~Securities~~owner ~~available-~~of tenant improvements for~~-sale~~ ~~are~~accounting ~~reported~~purposes, atmanagement ~~fair~~records ~~value~~our ~~pursuant~~contribution totowards ~~ASC~~those ~~820-10~~improvements as a lease incentive, ~~with~~which ~~the~~is ~~net~~included ~~unrealized~~in ~~gains~~deferred orleasing ~~losses~~costs ~~reported~~on our consolidated balance sheets and amortized as a ~~component~~reduction ofto ~~accumulated~~rental ~~other~~revenue ~~comprehensive~~on ~~loss~~a straight-line basis over the term of the lease. ~~Unrealized~~The ~~losses~~excess ~~that~~of ~~are~~rents ~~determined~~recognized over amounts contractually due pursuant to bethe ~~other-than-temporary~~underlying leases are ~~recognized~~included in ~~earnings~~deferred uprents toreceivable ~~their~~on ~~credit~~the ~~component.~~accompanying ~~Included~~consolidated inbalance ~~accumulated~~sheets. We ~~other~~establish, ~~comprehensive~~on ~~loss~~a atcurrent ~~June 30~~basis, ~~2013~~an ~~and~~allowance ~~December 31,~~for ~~2012~~future ispotential ~~approximately~~tenant ~~$3.2~~credit ~~million~~losses, ~~and~~which $3may occur against this account.4 The ~~million,~~balance ~~respectively,~~reflected inon ~~net~~the ~~unrealized~~consolidated ~~gains~~balance ~~related~~sheets tois ~~marketable~~net ~~securities~~of such allowance.

~~The~~In ~~cost~~addition to base rent, our tenants also generally will pay their pro rata share of ~~bonds~~increases in real estate taxes and ~~marketable~~operating ~~securities~~expenses ~~sold~~for ~~was~~the ~~determined~~building ~~using~~over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the ~~specific~~tenant ~~identification~~will ~~method~~pay additional rent based upon increases in the wage rate paid to porters over the porters’ wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.

11We record a gain on sale of real estate when title is conveyed to the buyer, subject to the buyer’s financial commitment being sufficient to provide economic substance to the sale and we have no substantial economic involvement with the buyer.

~~Table~~Interest income on debt and preferred equity investments is recognized over the life of ~~Contents~~the investment using the effective interest method and recognized on the accrual basis. Fees received in connection with loan commitments are deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Anticipated exit fees, whose collection is expected, are also recognized over the term of the loan as an adjustment to yield. Fees on commitments that expire unused are recognized at expiration.

SLIncome ~~Green~~recognition ~~Operating~~is ~~Partnership~~generally suspended for debt and preferred equity investments at the earlier of the date at which payments become 90 days past due or when, Lin the opinion of management, a full recovery of interest income and principal becomes doubtful.P Interest income recognition is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. Interest is recorded as income on impaired loans only to the extent cash is received. Several of the debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management’s determination that accrued interest and outstanding principal are ultimately collectible, based on the underlying collateral and operations of the borrower. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.

~~Notes~~If we purchase a debt or preferred equity investment at a discount, intend to ~~Consolidated~~hold ~~Financial~~it ~~Statements~~until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount.

~~June 30,~~Reserve ~~2013~~for Possible Credit Losses

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

~~At June 30, 2013 and December 31, 2012, we held the following marketable securities (in thousands):~~15

	June 30,		December 31,
	2013		2012
Level 1 — Equity marketable securities	$	3,371	$	2,202
Level 2 — Commercial mortgage-backed securities	19,406		15,575
Level 3 — Rake bonds	3,489		3,652
Total marketable securities available-for-sale	$	26,266	$	21,429

Table of Contents

~~The~~SL ~~cost~~Green ~~basis~~Realty ~~of the Level 3 securities was $3~~Corp.7 ~~million at both June 30, 2013~~ and ~~December 31,~~SL ~~2012,~~Green ~~respectively.~~Operating ~~There were no sales of Level 3 securities during the three and six months ended June 30~~Partnership, ~~2013~~L. ~~The Level 3 securities mature at various times through 2030~~P.

~~Revenue~~Notes ~~Recognition~~to Consolidated Financial Statements

~~Rental~~September revenue is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. In order for the tenant to take possession30, the leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, management evaluates whether we are or the tenant is the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner (the tenant is the owner) of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space. When management concludes that we are the owner of tenant improvements for accounting purposes, management records amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, management records amounts reimbursed by tenants as a reduction of the capital asset. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records our contribution towards those improvements as a lease incentive, which is included in deferred leasing costs on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the accompanying consolidated balance sheets. We establish, on a current basis, an allowance for future potential tenant credit losses, which may occur against this account. The balance reflected on the consolidated balance sheet is net of such allowance.2013

In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters’ wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (~~i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant~~unaudited). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.

WeWhere ~~record~~impairment ais ~~gain~~indicated on ~~sale~~an ofinvestment ~~real~~that ~~estate~~is ~~when~~held ~~title~~to maturity, a valuation allowance is ~~conveyed~~measured tobased upon the ~~buyer,~~excess ~~subject~~of tothe recorded investment amount over the ~~buyer’s~~net ~~financial~~fair ~~commitment~~value ~~being~~of ~~sufficient~~the tocollateral. Any ~~provide~~deficiency ~~economic~~between ~~substance~~the carrying amount of an asset and the calculated value of the collateral is charged to expense. The write-off of the ~~sale~~reserve ~~and~~balance weis ~~have~~called noa ~~substantial~~charge ~~economic~~off. We ~~involvement~~continue ~~with~~to assess or adjust our estimates based on circumstances of a loan and the ~~buyer~~underlying collateral. If the additional information obtained reflects increased recovery of our investment, we will adjust our reserves accordingly.

~~Interest~~We ~~income~~recorded onno ~~debt~~loan ~~and~~loss ~~preferred~~reserves ~~equity~~during ~~investments~~the isthree ~~recognized~~and ~~over~~nine ~~the~~months ~~life~~ended ofSeptember 30, ~~the~~2013. ~~investment~~During ~~using~~ the ~~effective~~three ~~interest method~~ and ~~recognized~~nine onmonths ~~the~~ended ~~accrual~~September 30, ~~basis. Fees~~2012, ~~received~~we inrecorded ~~connection with~~ loan ~~commitments~~loss ~~are~~reserves ~~deferred~~of ~~until~~zero ~~the loan is funded~~ and ~~are~~$3.0 ~~then~~million, ~~recognized~~respectively, ~~over~~on ~~the~~investments ~~term~~being ofheld ~~the~~to ~~loan~~maturity asand anapproximately ~~adjustment~~zero toand ~~yield~~$2. ~~Anticipated~~4 ~~exit~~million, ~~fees~~respectively, ~~whose~~in ~~collection~~recoveries isin ~~expected,~~connection ~~are~~with ~~also~~the ~~recognized~~sale ~~over~~of ~~the~~our ~~term~~investments. ofThis ~~the~~is included in loan asloss anand ~~adjustment~~other toinvestment ~~yield. Fees~~reserves, onnet ~~commitments~~of ~~that~~recoveries ~~expire~~in ~~unused~~the ~~are~~accompanying ~~recognized~~consolidated atstatements ~~expiration~~of income.

~~Income~~Debt ~~recognition~~and ispreferred ~~generally~~equity ~~suspended~~investments held for ~~debt~~sale ~~and~~are ~~preferred~~carried ~~equity investments~~ at the ~~earlier~~lower of ~~the~~cost ~~date~~or atfair ~~which~~market ~~payments~~value ~~become~~using 90available ~~days~~market ~~past~~information ~~due~~obtained orthrough ~~when,~~consultation inwith ~~the~~dealers ~~opinion~~or other originators of ~~management~~such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, amanagement ~~full~~may ~~recovery~~conclude ofnot ~~interest~~to ~~income~~sell ~~and~~an ~~principal~~investment ~~becomes~~designated ~~doubtful~~as held for sale. ~~Interest~~In ~~income~~such ~~recognition~~situations, isthe ~~resumed~~investment ~~when~~will be reclassified at its net carrying value to debt and preferred equity investments held to maturity. For these reclassified investments, the ~~loan~~difference ~~becomes~~between ~~contractually~~the current carrying value and ~~performance~~the isexpected ~~demonstrated~~cash to be ~~resumed~~collected at maturity will be accreted into income over the remaining term of the investment.

12Income Taxes

~~Table~~SL Green is taxed as a REIT under Section 856(c) of ~~Contents~~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, we will be subject to Federal income tax on SL Green's taxable income at regular corporate rates. SL Green may also be subject to certain state, local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on SL Green's undistributed taxable income.

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

~~Notes~~Pursuant to ~~Consolidated~~amendments ~~Financial~~to ~~Statements~~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 a TRS. In general, our TRSs may perform non-customary services for our tenants, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business. Our TRSs generate income, resulting in Federal and state income tax liability for these entities.

~~June~~During the three and nine months ended September 30, 2013, we recorded Federal, state and local tax provisions of $2.1 million and $6.0 million, respectively. During the three and nine months ended September 30, 2012, we recorded Federal, state and local tax provisions of zero and less than $0.1 million, respectively.

We follow a two-step approach for evaluating uncertain tax positions. Recognition (~~unaudited~~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.

~~Interest~~Stock-Based isEmployee ~~recorded~~Compensation as income on impaired loans only to the extent cash is received. Several of the debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management’s determination that accrued interest and outstanding principal are ultimately collectible, based on the underlying collateral and operations of the borrower. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.Plans

IfWe wehave ~~purchase~~ a ~~debt~~stock-based oremployee ~~preferred~~compensation ~~equity investment at a discount~~plan, ~~intend~~described tomore ~~hold~~fully itin ~~until~~Note ~~maturity and expect to recover the full value of the investment~~14, we“Share-based ~~accrete the discount into income as an adjustment to yield over the term of the investment~~Compensation. ~~If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount.~~”

~~Reserve for Possible Credit Losses~~16

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

~~Where~~SL ~~impairment~~Green isRealty ~~indicated on an investment that is held to maturity, a valuation allowance is measured based upon the excess of the recorded investment amount over the net fair value of the collateral~~Corp. ~~Any~~ ~~deficiency between the carrying amount of an asset~~ and ~~the~~SL ~~calculated~~Green ~~value~~Operating ~~of the collateral is charged to expense. The write-off of the reserve balance is called a charge off. We recorded no loan loss reserves during the three and six months ended June 30~~Partnership, ~~2013~~L. ~~During the three and six months ended June 30, 2012, we recorded loan loss reserves of zero and $3~~P.0 million, respectively, on investments being held to maturity and approximately zero and $2.4 million, respectively, in recoveries in connection with the sale of our investments. This is included in loan loss and other investment reserves, net of recoveries in the accompanying consolidated statements of income.

~~Debt~~Notes 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~~Consolidated ~~820-10.~~Financial 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.Statements

~~Income~~September ~~Taxes~~30, 2013

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 in the accompanying consolidated financial statements relates to the Operating Partnership’s consolidated taxable REIT subsidiaries. We may also be subject to certain state, local and franchise taxes.(unaudited)

~~Pursuant~~Our tostock ~~amendments~~options toare ~~the~~recorded ~~Code~~at ~~that~~fair ~~became~~value ~~effective~~at ~~January 1,~~the ~~2001,~~time SLof ~~Green~~issuance. ~~has~~Fair ~~elected,~~value ~~and~~of ~~may~~the instock options is determined using the ~~future,~~Black-Scholes ~~elect~~option-pricing tomodel. ~~treat~~The ~~certain~~Black-Scholes ofmodel ~~its~~was ~~existing~~developed orfor ~~newly~~use ~~created~~in ~~corporate~~estimating ~~subsidiaries~~the asfair ~~taxable~~value ~~REIT~~of ~~subsidiaries~~traded options, orwhich ahave ~~TRS.~~no vesting restrictions and are fully transferable. In ~~general~~addition, aoption ~~TRS~~valuation models require the input of SLhighly ~~Green~~subjective ~~may~~assumptions ~~perform~~including ~~non-customary~~the ~~services~~expected ~~for~~stock ~~its~~price ~~tenants,~~volatility. Because ~~hold~~our ~~assets~~plan ~~that~~has SLcharacteristics ~~Green~~significantly ~~cannot~~different ~~hold~~from ~~directly~~those ~~and~~of ~~generally~~traded ~~may~~options ~~engage~~and because changes in ~~any~~the ~~real~~subjective ~~estate~~input orassumptions ~~non-real~~can ~~estate~~materially ~~related~~affect ~~business.~~the SLfair ~~Green’s~~value ~~TRSs~~estimate, ~~which~~in ~~are~~our ~~consolidated~~opinion, ~~into~~the ~~SLGOP,~~existing ~~generate~~models ~~income,~~do ~~resulting~~not innecessarily ~~Federal~~provide ~~and~~a ~~state~~reliable ~~income~~single ~~tax~~measure ~~liability~~of ~~for~~the ~~these~~fair ~~entities~~value of our employee stock options.

~~During~~Compensation ~~the~~cost ~~three~~for ~~and~~stock ~~six~~options, ~~months~~if ~~ended June 30~~any, ~~2013,~~is werecognized ~~recorded~~ratably ~~Federal,~~over ~~state~~the ~~and~~vesting ~~local~~period ~~tax provisions~~ of ~~$2.3~~the ~~million and $3~~award.9 Our ~~million,~~policy ~~respectively,~~is ~~and~~to ~~made~~grant ~~estimated~~options ~~tax~~with ~~payments~~an ofexercise ~~zero~~price ~~and~~equal ~~$0.1~~to ~~million, respectively. During~~ the ~~three~~quoted ~~and~~closing ~~six~~market ~~months~~price ~~ended~~of ~~June 30,~~our ~~2012,~~common westock ~~recorded~~on ~~Federal,~~the ~~state~~grant ~~and~~date. Awards ~~local tax provisions~~ of ~~$0.1~~stock ~~million~~or ~~and~~restricted ~~less~~stock ~~than~~are ~~$0.1~~expensed ~~million,~~as ~~respectively.~~compensation Weover ~~made~~the nobenefit ~~estimated~~period ~~payments~~based ~~during~~on the ~~three~~fair ~~and~~value ~~six~~of ~~months~~the ~~ended~~stock ~~June 30,~~on ~~2012~~the grant date.

WeFor ~~follow~~share-based awards with a ~~two-step~~performance ~~approach~~or ~~for~~market ~~evaluating~~measure, ~~uncertain~~we ~~tax~~recognize ~~positions.~~compensation ~~Recognition~~cost ~~(step~~over ~~one)~~the ~~occurs~~requisite ~~when~~service anperiod, ~~enterprise~~using ~~concludes~~the ~~that~~accelerated aattribution ~~tax~~expense ~~position,~~method. ~~based~~The ~~solely~~requisite service period begins on ~~its~~the ~~technical~~date ~~merits~~the compensation committee of our board of directors authorizes the award, isadopts ~~more-likely-than-not~~any torelevant beperformance ~~sustained~~measures ~~upon~~and ~~examination~~communicates the award to the employees. ~~Measurement~~For ~~(step~~programs ~~two)~~with ~~determines~~performance measures, the ~~amount~~total ofestimated ~~benefit~~compensation ~~that~~cost is ~~more-likely-than-not~~based toon bethe ~~realized~~fair ~~upon~~value ~~settlement.~~of ~~Derecognition~~the ofaward at the applicable reporting date estimated using a ~~tax~~binomial ~~position~~model. ~~that~~For ~~was~~share-based ~~previously~~awards ~~recognized~~for ~~would~~which ~~occur~~there ~~when~~is ano ~~company~~pre-established ~~subsequently~~performance ~~determines~~measure, ~~that~~we arecognize ~~tax~~compensation ~~position~~cost noover ~~longer~~the ~~meets~~service vesting period, which represents the ~~more-likely-than-not~~requisite ~~threshold~~service ofperiod, ~~being~~on ~~sustained~~a straight-line basis. ~~The~~In ~~use~~accordance with the provisions of aour ~~valuation~~share-based ~~allowance~~incentive ascompensation aplans, ~~substitute~~we ~~for~~accept ~~derecognition~~the return of shares of Company common stock, at the current quoted market price, from certain key employees to satisfy minimum statutory tax-withholding ~~positions~~requirements isrelated ~~prohibited~~to shares that vested during the period.

13Awards can also be made in the form of a separate series of units of limited partnership interest in the Operating Partnership called long-term incentive plan units, or LTIP Units. LTIP Units, which can be granted either as free-standing awards or in tandem with other awards under our stock incentive plan, are valued by reference to the value of the Company's common stock at the time of grant, and are subject to such conditions and restrictions as the compensation committee of the Company's board of directors may determine, including continued employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives.

~~Table~~Earnings per Share of ~~Contents~~the Company

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

~~Notes~~Earnings toper ~~Consolidated~~Unit ~~Financial~~of ~~Statements~~the Operating Partnership

~~June 30~~The Operating Partnership presents both basic and diluted earnings per unit, ~~2013~~or EPU. Basic EPU excludes dilution and is computed by dividing net income attributable to common unitholders by the weighted average number of common units outstanding during the period. Basic EPU includes participating securities, consisting of unvested restricted units that receive nonforfeitable dividends similar to shares of common units. Diluted EPU reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units, where such exercise or conversion would result in a lower EPU amount. The dilutive effect of unit options is reflected in the weighted average diluted outstanding units calculation by application of the treasury stock method. There is no dilutive effect for the exchangeable senior notes as the conversion premium will be paid in cash.

~~(unaudited)~~17

~~Stock-Based~~Table ~~Employee~~of ~~Compensation Plans~~Contents

SL Green ~~has~~Realty ~~a stock-based employee compensation plan, described more fully in Note 12, “Capital~~Corp.” ~~All employees of SL Green are compensated through a subsidiary of SLGOP. SL Green’s employee~~ and ~~director compensation plans are described below. Under each plan, whenever~~ SL Green ~~issues~~Operating ~~common or preferred stock~~Partnership, ~~we issue an equivalent number of operating partnership units of a corresponding class to SL Green~~L.P.

SLNotes ~~Green’s~~to ~~stock~~Consolidated ~~options~~Financial are recorded at fair value at the time of issuance. Fair value of the stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because SL Green’s plan has characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in SL Green’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of SL Green’s employee stock options.Statements

~~Compensation~~September ~~cost for stock options~~30, if any, is recognized ratably over the vesting period of the award. SL Green’s policy is to grant options with an exercise price equal to the quoted closing market price of SL Green’s common stock on the grant date. Awards of stock or restricted stock are expensed as compensation over the benefit period based on the fair value of the stock on the grant date.2013

For share-based awards with a performance or market measure, we recognize compensation cost over the requisite service period, using the accelerated attribution expense method. The requisite service period begins on the date the compensation committee of SL Green’s board of directors authorizes the award, adopts any relevant performance measures and communicates the award to the employees. For programs with performance measures, the total estimated compensation cost is based on the fair value of the award at the applicable reporting date estimated using a binomial model. For share-based awards for which there is no pre-established performance measure, we recognize compensation cost over the service vesting period, which represents the requisite service period, on a straight-line basis. In accordance with the provisions of SL Green’s share-based incentive compensation plans, SL Green accepts the return of shares of its common stock, at the current quoted market price, from certain key employee to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.(unaudited)

~~Awards~~Use ~~can also be made in the form~~ of a separate series of our units of limited partnership interest called long-term incentive plan units, or LTIP Units. LTIP Units, which can be granted either as free-standing awards or in tandem with other awards under SL Green’s stock incentive plan, are valued by reference to the value of SL Green’s common stock at the time of grant, and are subject to such conditions and restrictions as the compensation committee of SL Green’s board of directors may determine, including continued employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives.Estimates

~~Earnings~~The ~~per~~preparation ~~Unit~~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.

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

~~Use~~Financial instruments that potentially subject us to concentrations of ~~Estimates~~credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments in excess of insured amounts with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in 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 rent and the costs associated with re-tenanting the space. Although the properties in our real estate portfolio are primarily located in Manhattan, we also have Suburban properties located in Brooklyn, Long Island, Westchester County, Connecticut, Northern New Jersey and the west coast. The tenants located in our buildings operate in various industries. Other than three tenants who account for approximately 7.3%, 6.5% and 6.0% of our share of annualized cash rent, no other tenant in our portfolio accounted for more than 2.0% of our annualized cash rent, including our share of joint venture annualized cash rent for the three months ended September 30, 2013. Approximately 10%, 7% and 6% of our annualized cash rent for consolidated properties for the three months ended September 30, 2013 was attributable to 1515 Broadway, 1185 Avenue of the Americas and One Madison Avenue, respectively. In addition, one debt and preferred equity investment accounted for more than 10% of the income earned on debt and preferred equity investments during the three months ended September 30, 2013.

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.Reclassification

~~Concentrations~~Certain ofprior ~~Credit~~year ~~Risk~~balances have been reclassified to conform to our current year presentation primarily in order to eliminate discontinued operations from income from continuing operations and to reclassify deferred origination fees from deferred income to debt and preferred equity investments.

~~Financial~~Accounting ~~instruments~~Standards that potentially subject us to concentrations of credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments in excess of insured amounts with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in 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 withUpdates

14In February 2013, the FASB issued guidance on the presentation and disclosure of reclassification adjustments out of accumulated other comprehensive income, or AOCI. The standard requires an entity to present information about significant items reclassified out of AOCI by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to financial statements. The guidance became effective for calendar year-end public companies beginning in the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.

~~Table~~3. Property ~~of Contents~~Acquisitions

SLIn ~~Green~~April 2013, ~~Operating~~we ~~Partnership~~acquired interests from our joint venture partner, LCity Investment Fund, or CIF, in 16 Court Street for $4.P0 million. We have consolidated the ownership of the 318,000 square foot building. The transaction valued the consolidated interest at $96.2 million, inclusive of the $84.7 million mortgage encumbering the property. We recognized a purchase price fair value adjustment of $(2.3) million upon the closing of this transaction. This property, which we initially acquired in July 2007, was previously accounted for as an investment in unconsolidated joint ventures. We are currently in the process of analyzing the purchase price allocation and, as such, we have not allocated any value to intangible assets such as above- and below-market lease or in-place leases.

~~Notes~~In toMarch 2013, ~~Consolidated~~we, ~~Financial~~along ~~Statements~~with Magnum Real Estate Group, acquired 84 residential apartment units, consisting of 72 apartment units and 12 townhouses, located at 248-252 Bedford Avenue, Williamsburg, Brooklyn for $54.9 million. Simultaneous with the closing, the joint venture closed on a five-year $22.0 million mortgage loan which carries a floating rate of interest of 225 basis points over LIBOR. The property is above a commercial property already owned by us. We hold a 90% controlling interest in this joint venture.

~~June 30, 2013~~18

~~(unaudited)~~Table of Contents

~~lost~~SL ~~rent~~Green ~~and~~Realty ~~the costs associated with re-tenanting the space~~Corp. ~~Although~~ ~~the properties in our real estate portfolio are primarily located in Manhattan, we also have Suburban properties located in Brooklyn, Long Island, Westchester County, Connecticut, Northern New Jersey~~ and ~~the~~SL ~~west~~Green ~~coast. The~~Operating ~~tenants located in our buildings operate in various industries. Other than three tenants who account for approximately 6.0%~~Partnership, 6L.~~4% and 7~~P.1% of our share of annualized cash rent, no other tenant in our portfolio accounted for more than 1.9% of our annualized cash rent, including our share of joint venture annualized cash rent for the three months ended June 30, 2013. Approximately 9%, 6% and 6% of our annualized cash rent for consolidated properties for the three months ended June 30, 2013 was attributable to 1515 Broadway, 1185 Avenue of the Americas and One Madison Avenue, respectively. In addition, two debt and preferred equity investments accounted for more than 10% of the income earned on debt and preferred equity investments during the three months ended June 30, 2013.

~~Reclassification~~Notes to Consolidated Financial Statements

~~Certain~~September ~~prior~~30, year balances have been reclassified to conform to our current year presentation primarily in order to eliminate discontinued operations from income from continuing operations and to reclassify deferred origination fees from deferred income to debt and preferred equity investments.2013

~~Accounting Standards Updates~~(unaudited)

~~In February 2013, the FASB issued guidance on the presentation and disclosure of reclassification adjustments out of accumulated other comprehensive income, or AOCI.~~ The ~~standard~~following ~~requires~~summarizes anour ~~entity~~allocation ~~to present information about significant items reclassified out~~ of ~~AOCI by component either on~~ the ~~face~~purchase price of the ~~statement~~assets ~~where~~acquired ~~net~~and ~~income~~liabilities isassumed ~~presented~~upon ~~or as a separate disclosure in~~ the ~~notes~~closing toof ~~financial~~this ~~statements.~~acquisition ~~The guidance became effective for calendar year-end public companies beginning~~ (in ~~the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.~~thousands):

3. Property Acquisitions



	248-252 Bedford Avenue
Land	$	10,865
Building and building leasehold	44,035
Above market lease value	—
Acquired in-place leases	—
Other assets, net of other liabilities	—
Assets acquired	54,900

Fair value adjustment to mortgage note payable	—
Below market lease value	—
Liabilities assumed	—

Purchase price allocation	$	54,900

Net consideration funded by us at closing, excluding consideration financed by debt	$	21,782
Equity and/or debt investment held	$	—
Debt assumed	$	—

~~2013~~4. Property ~~Acquisitions~~Dispositions

In ~~April~~ September 2013, we ~~acquired~~sold ~~interests~~the ~~from~~property ~~our~~located ~~joint~~at ~~venture~~300 ~~partner,~~Main ~~City Investment Fund~~Street, ~~or CIF~~Stamford, inConnecticut ~~16 Court Street~~ for $413.05 million. We ~~have~~recorded consolidated the ownership of the 318,000 square foot building. The transaction valued the consolidated interest at $96.2 million, inclusive of the $84.7 mortgage encumbering the property. We recognized a ~~purchase price fair value adjustment of~~ $(2.3)2 million ~~upon~~impairment ~~the~~charge ~~closing of this transaction. This property, which we initially acquired~~ in ~~July 2007, was previously accounted for as an investment in unconsolidated joint ventures. We are currently in~~ the ~~process~~second ofquarter ~~analyzing the fair value~~ of ~~the investment~~2013. ~~Therefore, the purchase price allocation is preliminary and subject to change.~~

In ~~March~~ August 2013, we, ~~along~~sold ~~with~~the ~~Magnum~~property ~~Real~~located ~~Estate~~at ~~Group,~~333 ~~acquired~~West 8434th, ~~residential~~New ~~apartment units~~York, ~~consisting~~New ofYork 72for ~~apartment~~$220.3 ~~units~~million. ~~and~~We 12recognized ~~townhouses,~~a ~~located~~gain atof ~~248-252~~$13.8 ~~Bedford~~million ~~Avenue,~~on ~~Williamsburg,~~the ~~Brooklyn~~sale. ~~for~~The $54211.90 million. ~~Simultaneous~~net ~~with~~proceeds ~~the~~from ~~closing,~~ the ~~joint~~sale ~~venture~~of ~~closed~~this onproperty aare ~~five-year~~temporarily ~~$22.0~~being ~~million~~held ~~mortgage~~at ~~loan which carries~~ a ~~floating~~qualified ~~rate~~intermediary, ofat ~~interest~~our ofdirection, ~~225~~for ~~basis~~the ~~points~~purpose ~~over~~of ~~LIBOR.~~facilitating ~~The~~a ~~property~~Section ~~sits~~1031 onLike-Kind ~~top~~Exchange, ofand, aas ~~commercial~~such, ~~property~~are ~~already~~included ~~owned~~in byrestricted ~~us.~~cash Weon ~~hold~~the aconsolidated ~~90%~~balance ~~controlling~~sheets ~~interest~~at inSeptember ~~this~~30, ~~joint venture~~2013.

~~2012~~In ~~Acquisitions~~February 2013, we, along with our joint venture partner, sold our property located at 44 West 55th Street for $6.3 million. We recognized a gain of $1.1 million on the sale.

InDiscontinued ~~December~~operations included the results of operations of real estate assets under contract or sold prior to September ~~2012~~30, we2013. ~~acquired~~This aincluded 68300 Main Street,~~000~~ ~~square~~which ~~foot~~was ~~mixed~~sold ~~use~~in ~~retail~~September 2013, ~~office~~333 ~~and~~West ~~residential~~34th ~~building~~Street, ~~located~~which atwas ~~131-137~~sold ~~Spring~~in August 2013, 44 West 55th Street, ~~for~~which ~~$122.3~~was ~~million~~sold in February 2013 and 292 Madison Avenue, which was sold in February 2012.

~~In December 2012, we acquired the aggregate 42,000 square foot vacant retail buildings located at 985-987 Third Avenue for $18.0 million.~~19

InTable ~~October 2012,~~of we, along with Stonehenge Partners, acquired a 99-year leasehold position covering an 82,250 square foot, 96 unit residential building located at 1080 Amsterdam Avenue which we plan to redevelop into luxury residential units.Contents

InSL ~~September 2012,~~Green weRealty ~~acquired~~Corp. ~~the aggregate 267,000 square foot office buildings located at 635~~ and ~~641~~SL ~~Sixth~~Green ~~Avenue~~Operating ~~for~~Partnership, ~~$173~~L.~~0 million~~P.

15Notes to Consolidated Financial Statements

~~Table~~September of30, ~~Contents~~2013

~~SL Green Operating Partnership, L.P.~~(unaudited)

~~Notes~~The tofollowing ~~Consolidated~~table ~~Financial~~summarizes ~~Statements~~income from discontinued operations for the three and nine months ended September 30, 2013 and 2012, respectively (in thousands):

June 30, 2013



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013		2012
Revenues
Rental revenue	$	1,696		$	5,446		$	10,656	$	13,872
Escalation and reimbursement revenues	683			611			1,292		1,778
Other income (loss)	1			(376		)	8		(376		)
Total revenues	2,380			5,681			11,956		15,274
Operating expenses	660			2,065			3,643		4,930
Real estate taxes	187			302			765		916
Interest expense, net of interest income	130			696			461		1,627
Depreciable real estate reserves	—			—			2,150		—
Transaction related costs	(3		)	65			—		160
Depreciation and amortization	—			1,602			3,212		4,758
Total expenses	974			4,730			10,231		12,391
Net income from discontinued operations	$	1,406		$	951		$	1,725	$	2,883

~~(unaudited)~~5. Debt and Preferred Equity Investments

InDuring ~~June~~the nine months ended September 30, 2013 and 2012, weour ~~acquired~~debt aand ~~215,000~~preferred ~~square~~equity ~~foot~~investments ~~office~~(net ~~building~~of ~~located~~discounts atand ~~304~~deferred ~~Park~~origination ~~Avenue~~fees) ~~South~~increased ~~for~~approximately $~~135~~497.4 million and $374.0 million, respectively, due to originations, purchases, accretion of reserves and discounts and paid-in-kind interest. We ~~The~~recorded ~~property~~repayments, ~~was~~participations ~~acquired~~and ~~with~~sales of approximately $~~102~~530.02 million inand ~~cash~~$288.3 million, respectively, and loan loss reserves of zero and $333.0 million induring ~~our~~the ~~units~~nine ofmonths ~~limited~~ended ~~partnership~~September 30, ~~interest~~2013 and 2012, respectively, which offset the increases in debt and preferred equity investments.

InDebt October 2011, we formed a joint venture with Stonehenge Partners and, in January 2012, we acquired five retail and two multifamily properties in Manhattan for $193.1 million, inclusive of our issuance of $47.6 million aggregate liquidation preference of 4.5% Series G preferred units of limited partnership interest. Simultaneous with the closing, we financed the multifamily component, which encompasses 385 units and 488,000 square feet, with an aggregate 12-year $100.0 million fixed rate mortgage which bears interest at 4.125% and one of the retail properties financed with a five-year $8.5 million fixed rate mortgage which bears interest at 3.75%. We hold an 80% interest in this joint venture, which we consolidate as a VIE since we have been designated as the primary beneficiary.Investments

~~The~~As ~~following~~of ~~summarizes~~September 30, ~~our~~2013 ~~allocation~~and ofDecember 31, ~~the~~2012, ~~purchase~~we ~~price~~held of the ~~assets~~following ~~acquired~~debt ~~and~~investments ~~liabilities~~with ~~assumed~~an ~~upon~~aggregate ~~the~~weighted ~~closing~~average current yield of ~~these~~approximately ~~acquisitions~~11.3% at September 30, 2013 (in thousands):

	248-252 Bedford Avenue		131-137 Spring Street		635-641 Sixth Avenue		304 Park Avenue South		Stonehenge Properties
Land	$	10,865	$	27,021	$	69,848	$	54,189	$	65,533
Building and building leasehold	44,035		105,342		104,474		75,619		128,457
Above market lease value	—		179		—		2,824		594
Acquired in-place leases	—		7,046		7,727		8,265		9,573
Other assets, net of other liabilities	—		—		—		—		2,190
Assets acquired	54,900		139,588		182,049		140,897		206,347
Fair value adjustment to mortgage note payable	—		—		—		—		—
Below market lease value	—		17,288		9,049		5,897		13,239
Liabilities assumed	—		17,288		9,049		5,897		13,239
Purchase price allocation	$	54,900	$	122,300	$	173,000	$	135,000	$	193,108
Net consideration funded by us at closing excluding consideration financed by debt	$	21,782	$	122,300	$	173,000	$	135,000	$	78,121
Equity and/or debt investment held	$	—	$	—	$	—	$	—	$	—
Debt assumed	$	—	$	—	$	—	$	—	$	—

~~4. Property~~Table ~~Dispositions~~of ~~and Assets Held for Sale~~Contents

InSL ~~June~~Green ~~2013,~~Realty ~~we entered into an agreement to sell the property located at 333 West 34th, New York, New York for $220~~Corp.3 ~~million.~~and ~~This~~SL ~~transaction~~Green ~~closed~~Operating ~~on August 9~~Partnership, ~~2013~~L.P.

InNotes ~~March 2013, we entered into an agreement~~ to ~~sell~~Consolidated ~~the~~Financial property located at 300 Main Street, Stamford, Connecticut for $13.5 million. We recorded a $2.2 million impairment charge, in the second quarter of 2013, in connection with the expected sale of this property. This transaction is expected to close during the third quarter of 2013.Statements

InSeptember ~~February 2013~~30, ~~we, along with our joint venture partner, sold our property located at 44 West 55th Street for $6.3 million. We recognized a gain of $1.1 million on the sale.~~2013

~~In February 2012, we sold our leased fee interest at 292 Madison Avenue for $85.0 million. We recognized a gain of $6.6 million on the sale.~~(unaudited)

Discontinued operations included the results of operations of real estate assets under contract or sold prior to June 30, 2013. This included 300 Main Street and 333 West 34th Street, which were held for sale at June 30, 2013, 44 West 55th Street, which was sold in February 2013 and 292 Madison Avenue, which was sold in February 2012.



Loan Type	September 30, 2013 Senior Financing		September 30, 2013 Carrying Value, Net of Discounts and Deferred Origination Fees		December 31, 2012 Carrying Value, Net of Discounts and Deferred Origination Fees		Initial Maturity Date
Other Loan	$	398,500	$	14,837	$	—	March 2015
Mezzanine Loan	205,000		67,740		66,307		February 2016
Mortgage/Mezzanine Loan	167,355		44,549		44,013		May 2016
Mezzanine Loan	177,000

Filing Compare · SL GREEN OPERATING PARTNERSHIP, L.P.