|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
SL Green Realty Corp.
|
Maryland
|
13-3956755
|
SL Green Operating Partnership, L.P.
|
Delaware
|
13-3960938
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Registrant
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
SL Green Realty Corp.
|
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
SL Green Realty Corp.
|
|
6.500% Series I Cumulative Redeemable
Preferred Stock, $0.01 par value,
$25.00 mandatory liquidation preference
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
|
|
Smaller Reporting Company
|
o
|
|
Emerging Growth Company
|
o
|
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
o
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
x
|
(Do not check if a smaller reporting company)
|
|
|
Smaller Reporting Company
|
o
|
|
Emerging Growth Company
|
o
|
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
o
|
|
•
|
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.
|
•
|
consolidated financial statements;
|
•
|
the following notes to the consolidated financial statements:
|
◦
|
Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;
|
◦
|
Note 12, Stockholders' Equity of the Company;
|
◦
|
Note 13, Partners' Capital of the Operating Partnership;
|
◦
|
Note 22, Quarterly Financial Data of the Company (unaudited); and
|
◦
|
Note 23, Quarterly Financial Data of the Operating Partnership (unaudited).
|
(1)
|
The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
|
(2)
|
Includes the property at 600 Lexington Avenue in New York, New York which was classified as held for sale at December 31, 2017.
|
(3)
|
As of
December 31, 2017
, we owned a building that was comprised of approximately
270,132
square feet of retail space and approximately
222,855
square feet of residential space. For the purpose of this report, we have included the building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
|
(4)
|
Includes the properties at 115-117 Stevens Avenue in Valhalla, New York, and 1-6 International Drive in Rye Brook, New York which are classified as held for sale at December 31, 2017.
|
•
|
Leasing and property management, which capitalizes on our extensive presence and knowledge of the marketplaces in which we operate;
|
•
|
Acquiring office, retail and residential properties and employing our local market skills to reposition these assets to create incremental cash flow and capital appreciation;
|
•
|
Identifying properties well suited for development/redevelopment and maximizing the value of those properties through redevelopment or reconfiguration to match current workplace, retail and housing trends;
|
•
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Investing in debt and preferred equity positions that generate consistently strong risk-adjusted returns, increase the breadth of our market insight, foster key market relationships and source potential future investment opportunities;
|
•
|
Executing dispositions through sales or joint ventures that harvest embedded equity which has been generated through management's value enhancing activities; and
|
•
|
Maintaining a prudently levered, liquid balance sheet with consistent access to diversified sources of property level and corporate capital.
|
•
|
Our typical investments provide high current returns at conservative exposure levels and, in certain cases, the potential for future capital gains. Because we are the largest commercial property owner in Manhattan, our expertise and operating capabilities provide both insight and operating skills that mitigate risk.
|
•
|
In certain instances, these investments serve as a potential source of real estate acquisitions for us when a borrower seeks an efficient off-market transaction. Ownership knows that we are fully familiar with the asset through our existing investment, and that we can close more efficiently and quickly than others. Property owners may also provide us the opportunity to consider off-market transactions involving other properties they own because we have previously provided debt or preferred equity financing to them.
|
•
|
These investments are concentrated in Manhattan, which helps us gain market insight, awareness of upcoming investment opportunities and foster key relationships that may provide access to future investment opportunities.
|
•
|
Property operations that generally provide stable and growing cash flows through market cycles due to favorable supply/demand metrics in Manhattan, long average lease terms, high credit quality tenants and superior leasing, operating and asset management skills;
|
•
|
Concentration of our activities in a Manhattan market that is consistently attractive to property investors and lenders through market cycles relative to other markets;
|
•
|
Maintaining strong corporate liquidity and careful management of future debt maturities; and
|
•
|
Maintaining access to corporate capital markets through balanced financing and investment activities that result in strong balance sheet and cash flow metrics.
|
|
|
Percent Occupied as of December 31,
|
||
Property
|
|
2017
|
|
2016
|
Same-Store properties
(1)
- Manhattan
|
|
95.3%
|
|
95.9%
|
Same-Store properties
(1)
- Suburban
|
|
87.2%
|
|
83.7%
|
Manhattan properties
|
|
93.9%
|
|
94.9%
|
Suburban properties
|
|
84.0%
|
|
80.7%
|
Unconsolidated Joint Venture Properties
|
|
95.4%
|
|
91.8%
|
Portfolio
|
|
92.6%
|
|
92.8%
|
(1)
|
Same-Store properties represents all operating properties owned by us at January 1,
2016
and still owned by us in the same manner at
December 31, 2017
, which totaled
43
of our
60
consolidated operating properties.
|
|
|
ANNUAL LEASE EXPIRATIONS - MANHATTAN OPERATING PROPERTIES
|
||||||||||||||||||||||||||||||||
|
|
Consolidated Properties
|
|
Joint Venture Properties
|
||||||||||||||||||||||||||||||
Year of Lease Expiration
|
|
Number of Expiring Leases (2)
|
|
Rentable Square Footage of Expiring Leases
|
|
Percentage of Total
Sq. Ft.
|
|
Annualized Cash Rent of Expiring Leases
|
|
|
Annualized Cash Rent Per Square Foot of Expiring Leases
$/psf (3)
|
|
Current Weighted Average Asking Rent
$/psf (4)
|
|
|
Number of Expiring Leases (2)
|
|
Rentable Square Footage of Expiring Leases
|
|
Percentage of Total
Sq. Ft.
|
|
Annualized Cash Rent of Expiring Leases
|
|
|
Annualized Cash Rent Per Square Foot of Expiring Leases
$/psf (3)
|
|
Current Weighted Average Asking Rent $/psf (4)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2017
(1)
|
|
9
|
|
10,006
|
|
0.07
|
%
|
$460,049
|
|
|
$45.98
|
|
|
$50.24
|
|
|
2
|
|
9,390
|
|
0.09
|
%
|
|
$838,610
|
|
|
|
$89.31
|
|
|
$86.81
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
1st Quarter 2018
|
|
19
|
|
175,633
|
|
1.28
|
%
|
$19,756,616
|
|
|
$112.49
|
|
|
$147.33
|
|
|
4
|
|
32,921
|
|
0.32
|
%
|
|
$3,149,806
|
|
|
|
$95.68
|
|
|
$88.74
|
|
||
2nd Quarter 2018
|
|
12
|
|
22,359
|
|
0.16
|
%
|
1,157,748
|
|
|
51.78
|
|
49.77
|
|
|
4
|
|
17,004
|
|
0.17
|
%
|
1,326,190
|
|
|
77.99
|
|
72.98
|
|
||||||
3rd Quarter 2018
|
|
15
|
|
205,231
|
|
1.49
|
%
|
14,262,717
|
|
|
69.50
|
|
72.89
|
|
|
6
|
|
34,434
|
|
0.34
|
%
|
3,115,836
|
|
|
90.49
|
|
71.64
|
|
||||||
4th Quarter 2018
|
|
26
|
|
127,928
|
|
0.93
|
%
|
10,383,082
|
|
|
81.16
|
|
80.69
|
|
|
10
|
|
85,572
|
|
0.83
|
%
|
9,956,499
|
|
|
116.35
|
|
84.55
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total 2018
|
|
72
|
|
531,151
|
|
3.86
|
%
|
$45,560,163
|
|
|
$85.78
|
|
|
$98.41
|
|
|
24
|
|
169,931
|
|
1.66
|
%
|
|
$17,548,331
|
|
|
|
$103.27
|
|
|
$81.59
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2019
|
|
82
|
|
1,044,922
|
|
7.61
|
%
|
|
$76,410,441
|
|
|
|
$73.13
|
|
|
$70.38
|
|
|
26
|
|
441,261
|
|
4.30
|
%
|
|
$35,603,350
|
|
|
|
$80.69
|
|
|
$84.85
|
|
2020
|
|
98
|
|
2,328,968
|
|
16.95
|
%
|
154,071,400
|
|
|
66.15
|
|
70.50
|
|
|
23
|
|
311,702
|
|
3.03
|
%
|
20,180,982
|
|
|
64.74
|
|
70.73
|
|
||||||
2021
|
|
98
|
|
1,786,589
|
|
13.01
|
%
|
116,415,234
|
|
|
65.16
|
|
67.50
|
|
|
29
|
|
369,113
|
|
3.59
|
%
|
24,084,040
|
|
|
65.25
|
|
74.12
|
|
||||||
2022
|
|
100
|
|
1,143,613
|
|
8.32
|
%
|
76,759,862
|
|
|
67.12
|
|
75.58
|
|
|
31
|
|
289,323
|
|
2.82
|
%
|
24,224,560
|
|
|
83.73
|
|
86.48
|
|
||||||
2023
|
|
48
|
|
832,935
|
|
6.06
|
%
|
49,899,730
|
|
|
59.91
|
|
64.56
|
|
|
15
|
|
468,914
|
|
4.57
|
%
|
37,810,443
|
|
|
80.63
|
|
77.77
|
|
||||||
2024
|
|
31
|
|
278,486
|
|
2.03
|
%
|
19,641,171
|
|
|
70.53
|
|
74.41
|
|
|
17
|
|
990,382
|
|
9.64
|
%
|
95,723,469
|
|
|
96.65
|
|
86.24
|
|
||||||
2025
|
|
32
|
|
550,101
|
|
4.00
|
%
|
54,587,969
|
|
|
99.23
|
|
95.42
|
|
|
16
|
|
591,141
|
|
5.76
|
%
|
45,575,954
|
|
|
77.10
|
|
81.52
|
|
||||||
2026
|
|
29
|
|
799,693
|
|
5.82
|
%
|
51,742,849
|
|
|
64.70
|
|
68.62
|
|
|
15
|
|
432,478
|
|
4.21
|
%
|
43,371,726
|
|
|
100.29
|
|
109.34
|
|
||||||
Thereafter
|
|
112
|
|
4,430,805
|
|
32.27
|
%
|
260,536,204
|
|
|
58.80
|
|
65.81
|
|
|
48
|
|
6,197,422
|
|
60.33
|
%
|
419,550,447
|
|
|
67.70
|
|
83.66
|
|
||||||
|
|
711
|
|
13,737,269
|
|
100.00
|
%
|
$906,085,072
|
|
|
$65.96
|
|
|
$70.68
|
|
|
246
|
|
10,271,057
|
|
100.00
|
%
|
|
$764,511,912
|
|
|
|
$74.43
|
|
|
$83.96
|
|
|
|
ANNUAL LEASE EXPIRATIONS - SUBURBAN OPERATING PROPERTIES
|
||||||||||||||||||||||||||||||||
|
|
Consolidated Properties
|
|
Joint Venture Properties
|
||||||||||||||||||||||||||||||
Year of Lease Expiration
|
|
Number of Expiring Leases (2)
|
|
Rentable Square Footage of Expiring Leases
|
|
Percentage of Total
Sq. Ft.
|
|
Annualized Cash Rent of Expiring Leases
|
|
|
Annualized Cash Rent Per Square Foot of Expiring Leases
$/psf (3)
|
|
Current Weighted Average Asking Rent
$/psf (4)
|
|
|
Number of Expiring Leases (2)
|
|
Rentable Square Footage of Expiring Leases
|
|
Percentage of Total
Sq. Ft.
|
|
Annualized Cash Rent of Expiring Leases
|
|
|
Annualized Cash Rent Per Square Foot of Expiring Leases
$/psf (3)
|
|
Current Weighted Average Asking Rent
$/psf (4)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2017
(1)
|
|
14
|
|
53,994
|
|
2.20
|
%
|
$2,309,173
|
|
$42.77
|
$38.00
|
|
3
|
|
19,684
|
|
4.50
|
%
|
$771,937
|
|
$39.22
|
$35.61
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
1st Quarter 2018
|
|
14
|
|
55,557
|
|
2.27
|
%
|
|
$1,753,503
|
|
|
|
$31.56
|
|
|
$30.49
|
|
|
—
|
|
—
|
|
—
|
%
|
|
$—
|
|
|
|
$—
|
|
|
$—
|
|
2nd Quarter 2018
|
|
6
|
|
31,525
|
|
1.29
|
%
|
981,528
|
|
|
31.13
|
|
32.05
|
|
|
—
|
|
—
|
|
—
|
%
|
—
|
|
|
—
|
|
—
|
|
||||||
3rd Quarter 2018
|
|
10
|
|
49,044
|
|
2.00
|
%
|
1,672,657
|
|
|
34.11
|
|
34.13
|
|
|
—
|
|
—
|
|
—
|
%
|
—
|
|
|
—
|
|
—
|
|
||||||
4th Quarter 2018
|
|
9
|
|
68,782
|
|
2.81
|
%
|
2,243,941
|
|
|
32.62
|
|
36.31
|
|
|
—
|
|
—
|
|
—
|
%
|
—
|
|
|
—
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total 2018
|
|
39
|
|
204,908
|
|
8.37
|
%
|
|
$6,651,629
|
|
|
|
$32.46
|
|
|
$33.55
|
|
|
—
|
|
—
|
|
—
|
%
|
|
$—
|
|
|
|
$—
|
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2019
|
|
37
|
|
395,568
|
|
16.15
|
%
|
|
$11,387,110
|
|
|
|
$28.79
|
|
|
$29.12
|
|
|
8
|
|
39,354
|
|
9.00
|
%
|
|
$1,322,125
|
|
|
|
$33.60
|
|
|
$36.00
|
|
2020
|
|
46
|
|
284,734
|
|
11.63
|
%
|
9,905,255
|
|
|
34.79
|
|
35.64
|
|
|
5
|
|
47,964
|
|
10.96
|
%
|
1,837,847
|
|
|
38.32
|
|
35.67
|
|
||||||
2021
|
|
32
|
|
296,334
|
|
12.10
|
%
|
9,716,915
|
|
|
32.79
|
|
32.85
|
|
|
5
|
|
104,296
|
|
23.84
|
%
|
4,001,316
|
|
|
38.36
|
|
36.00
|
|
||||||
2022
|
|
28
|
|
124,214
|
|
5.07
|
%
|
4,579,117
|
|
|
36.86
|
|
39.02
|
|
|
2
|
|
18,012
|
|
4.12
|
%
|
658,428
|
|
|
36.55
|
|
36.00
|
|
||||||
2023
|
|
24
|
|
193,443
|
|
7.90
|
%
|
6,604,408
|
|
|
34.14
|
|
33.29
|
|
|
3
|
|
52,010
|
|
11.89
|
%
|
1,956,588
|
|
|
37.62
|
|
35.80
|
|
||||||
2024
|
|
6
|
|
113,413
|
|
4.63
|
%
|
3,220,430
|
|
|
28.40
|
|
28.46
|
|
|
2
|
|
52,707
|
|
12.05
|
%
|
1,860,324
|
|
|
35.30
|
|
36.00
|
|
||||||
2025
|
|
10
|
|
109,013
|
|
4.45
|
%
|
3,434,309
|
|
|
31.50
|
|
33.51
|
|
|
1
|
|
1,729
|
|
0.40
|
%
|
59,040
|
|
|
34.15
|
|
36.00
|
|
||||||
2026
|
|
15
|
|
284,252
|
|
11.61
|
%
|
9,523,950
|
|
|
33.51
|
|
33.18
|
|
|
4
|
|
88,854
|
|
20.31
|
%
|
3,009,736
|
|
|
33.87
|
|
35.96
|
|
||||||
Thereafter
|
|
21
|
|
389,273
|
|
15.89
|
%
|
10,526,113
|
|
|
27.04
|
|
27.96
|
|
|
1
|
|
12,862
|
|
2.93
|
%
|
417,546
|
|
|
32.46
|
|
36.00
|
|
||||||
|
|
272
|
|
2,449,146
|
|
100.00
|
%
|
|
$77,858,409
|
|
|
|
$31.79
|
|
|
$32.18
|
|
|
34
|
|
437,472
|
|
100.00
|
%
|
|
$15,894,887
|
|
|
|
$36.33
|
|
|
$35.91
|
|
(1)
|
Includes month to month holdover tenants that expired prior to December 31, 2017.
|
(2)
|
Tenants may have multiple leases.
|
(3)
|
Represents in place annualized rent allocated by year of expiration.
|
(4)
|
Management's estimate of current average asking rents for currently occupied space as of December 31, 2017. Taking rents are typically lower than asking rents and may vary from property to property.
|
•
|
Repurchased 8.3 million shares of our common stock under our share repurchase program at an average price of $101.64 per share and increased the size of our share repurchase program by $500 million to $1.5 billion.
|
•
|
Executed a Guaranteed Maximum Price contract, secured a New Building Permit and commenced vertical construction at One Vanderbilt.
|
•
|
Signed 191 Manhattan office leases covering approximately 1.5 million square feet. The mark-to-market on signed Manhattan office leases was 11.3% higher in 2017 than the previously fully escalated rents on the same spaces.
|
•
|
Signed 89 Suburban office leases covering approximately 0.5 million square feet. The mark-to-market on signed Suburban office leases was 2.9% higher in 2017 than the previously fully escalated rents on the same spaces.
|
•
|
Signed long-term leases with DZ Bank and DVB Bank at One Vanderbilt for a total of 35,382 square feet. The 15-year leases cover the entire 26th floor of the 58-story skyscraper currently being constructed next to Grand Central Terminal.
|
•
|
Signed leases with LINE FRIENDS for 7,711 square feet, of which 4,629 square feet is at-grade, and Viacom for 8,700 square feet at 1515 Broadway for the retail space previously occupied by Aeropostale.
|
•
|
Signed a new lease with Ascensia Diabetes Care US Inc. for 65,000 square feet at 100 Summit Lake Drive in Valhalla, New York for 11.0 years.
|
•
|
Together with private investment manager RXR Realty closed on the acquisition of a combined 48.7% interest in Worldwide Plaza based on a gross asset valuation of $1.725 billion. The acquisition allows the Company to expand its footprint on Manhattan's West Side through investing in a Class A asset that is fully leased to institutional tenants.
|
•
|
Closed on the sale of a 27.6% interest in One Vanderbilt to the National Pension Service of Korea ("NPS") and a 1.4% interest to Hines Interest LP ("Hines").
|
•
|
Closed on the sale of a 30% interest in 1515 Broadway at a gross asset valuation of $1.950 billion, pursuant to an agreement to sell interests totaling 43%. The balance of the transaction closed in the first quarter of 2018.
|
•
|
Entered into an agreement to sell 600 Lexington Avenue for a gross asset valuation of $305.0 million. The transaction closed in January 2018.
|
•
|
Closed on the sale of 16 Court Street in Brooklyn, New York for a gross asset valuation of $171.0 million.
|
•
|
Closed on the sale of 680-750 Washington Boulevard, in Stamford, Connecticut, for a gross asset valuation of $97.0 million.
|
•
|
Closed on the sale of 102 Greene Street for a gross asset valuation of $43.5 million.
|
•
|
Closed on the sale of 125 Chubb Avenue in Lyndhurst, New Jersey, for a gross asset valuation of $29.5 million.
|
•
|
Closed on the sale of 520 White Plains Road in Tarrytown, New York, for a gross asset valuation of $21.0 million
|
•
|
Sold 4,774,220 common shares of New York REIT, Inc., or NYRT, representing the Company's total holdings, generating a $3.3 million gain.
|
•
|
Originated and retained, or acquired,
$1.3 billion
in debt and preferred equity investments, inclusive of advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, and recorded
$813 million
of proceeds from sales, repayments and participations.
|
•
|
Fitch Ratings upgraded the corporate credit ratings for the Company.
|
•
|
Returned to the public unsecured debt markets with an issuance of $500.0 million of 5-year, 3.25% senior unsecured notes.
|
•
|
Issued an additional $100.0 million of 4.50% senior unsecured notes due December 2022. The Notes priced at 105.334% plus accrued interest with a yield to maturity of 3.298%.
|
•
|
Refinanced, extended, and expanded our unsecured corporate credit facility by $217 million, to $3.0 billion. The new facility, which reduced overall borrowing costs, includes a $1.5 billion revolving line of credit and $1.3 billion funded term loan component that both mature in 2023 as well as a new $200.0 million 7-year term loan component that matures in 2024.
|
•
|
Closed on a new $300.0 million debt and preferred equity liquidity facility, which provides for favorable financing of senior mortgage loan investments. The new facility has a 1-year term with two 1-year extension options.
|
•
|
In conjunction with our acquisition of an interest in Worldwide Plaza, together with our joint venture partners, closed on a $1.2 billion financing of the property. The new loan has a term of 10 years and carries a fixed interest rate of 3.98%.
|
•
|
Together with our joint venture partner, closed on a $1.2 billion refinancing of 280 Park Avenue, which bears interest at a floating rate of 1.73% over LIBOR. The new loan matures in 2024, as extended, and replaces the previous $900.0 million of indebtedness on the property.
|
•
|
Together with our joint venture partner, closed on $275.0 million of financing of 650 Fifth Avenue. The financing matures in October 2022 and is comprised of a $210.0 million mortgage that carries a fixed interest rate of 4.460% and a $65.0 million mezzanine loan that carries a fixed interest rate of 5.450%.
|
•
|
Together with our joint venture partner, closed on a $195.0 million refinancing of 1552 Broadway, which bears interest at a floating rate of 2.65% over LIBOR. The new loan matures in 2022, as extended, and replaces the previous $185.4 million of indebtedness on the property.
|
•
|
Together with our joint venture partner, closed on a $195.0 million refinancing of 55 West 46th Street, known as Tower 46, which bears interest at a floating rate of 2.125% over LIBOR. The new loan matures in 2023, as extended, and replaces the previous $165.6 million of indebtedness on the property.
|
•
|
Together with our joint venture partner, closed on a $170.0 million refinancing of 10 East 53rd Street, which bears interest at a floating rate of 2.25% over LIBOR. The new mortgage has a 3-year term with two 1-year extension options and replaces the previous $125.0 million of mortgage indebtedness on the property.
|
•
|
Together with our joint venture partner, closed on a $35.5 million financing of 1080 Amsterdam Avenue. The new mortgage has a 5-year term and carries a fixed effective interest rate of 3.50%.
|
•
|
significant job losses or declining rates of job creation which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;
|
•
|
our ability to borrow on terms and conditions that we find acceptable may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reducing our returns from both our existing operations and our acquisition and development activities and increasing our future interest expense; and
|
•
|
reduced values of our properties, which may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans.
|
•
|
an inability to acquire a desired property because of competition from other well-capitalized real estate investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors; and
|
•
|
an increase in the purchase price for such acquisition property.
|
•
|
claims by tenants, vendors or other persons arising from dealing with the former owners of the properties;
|
•
|
liabilities incurred in the ordinary course of business;
|
•
|
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties; and
|
•
|
liabilities for clean-up of undisclosed environmental contamination.
|
•
|
staggered board of directors;
|
•
|
ownership limitations; and
|
•
|
the board of directors' ability to issue additional common stock and preferred stock without stockholder approval.
|
•
|
any person who beneficially owns 10% or more of the voting power of the corporation's outstanding voting stock; or
|
•
|
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation, voting together as a single group; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
|
•
|
our financial performance; and
|
•
|
general stock and bond market conditions.
|
Manhattan Properties
|
|
Year Built/
Renovated
|
|
SubMarket
|
|
Approximate
Rentable
Square
Feet
|
|
Percent
of Portfolio Rentable Square Feet |
|
Percent
Occupied (1)
|
|
Annualized
Cash
Rent
(2)
|
|
Percent
of Portfolio
Annualized
Cash
Rent (3)
|
|
Number
of
Tenants
|
|
Annualized
Cash
Rent per
Leased
Square
Foot (4)
|
|||||
30 East 40th Street—60.00%
|
|
1927
|
|
Grand Central South
|
|
69,446
|
|
|
0.2%
|
|
91.4%
|
|
4,632,444
|
|
|
0.2%
|
|
54
|
|
71.21
|
|
||
110 Greene Street—90.00%
|
|
1908/1920
|
|
Soho
|
|
223,600
|
|
|
0.8
|
|
76.5
|
|
11,606,808
|
|
|
0.8
|
|
58
|
|
79.79
|
|
||
600 Lexington Avenue
|
|
1983/2009
|
|
Grand Central North
|
|
303,515
|
|
|
1.1
|
|
90.7
|
|
21,196,477
|
|
|
1.6
|
|
31
|
|
77.79
|
|
||
Subtotal / Weighted Average
|
|
14,304,606
|
|
|
50.3%
|
|
91.7%
|
|
$
|
910,760,372
|
|
|
64.3%
|
|
700
|
|
|
||||||
Total / Weighted Average Manhattan Consolidated Office Properties
|
|
14,304,606
|
|
|
50.3%
|
|
91.7%
|
|
$
|
910,760,372
|
|
|
64.3%
|
|
700
|
|
|
||||||
UNCONSOLIDATED OFFICE PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
"Same Store"
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
3 Columbus Circle—48.90%
|
|
1927/2010
|
|
Columbus Circle
|
|
530,981
|
|
|
1.9%
|
|
91.1%
|
|
$
|
45,971,004
|
|
|
1.7%
|
|
32
|
|
$
|
95.79
|
|
100 Park Avenue—50.00%
|
|
1950/1980
|
|
Grand Central South
|
|
834,000
|
|
|
2.9
|
|
93.4
|
|
64,675,661
|
|
|
2.4
|
|
38
|
|
76.81
|
|
||
521 Fifth Avenue—50.50%
|
|
1929/2000
|
|
Grand Central
|
|
460,000
|
|
|
1.6
|
|
90.2
|
|
29,572,060
|
|
|
1.1
|
|
43
|
|
66.80
|
|
||
800 Third Avenue—60.50%
|
|
1972/2006
|
|
Grand Central North
|
|
526,000
|
|
|
1.8
|
|
95.0
|
|
35,470,586
|
|
|
1.6
|
|
42
|
|
66.09
|
|
||
1745 Broadway—56.88%
|
|
2003
|
|
Midtown
|
|
674,000
|
|
|
2.4
|
|
100.0
|
|
45,633,156
|
|
|
1.9
|
|
1
|
|
70.79
|
|
||
Added to Same Store in 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
280 Park Avenue—50.00%
|
|
1961
|
|
Park Avenue
|
|
1,219,158
|
|
|
4.3
|
|
93.0
|
|
119,310,708
|
|
|
4.5
|
|
38
|
|
99.95
|
|
||
Subtotal / Weighted Average
|
|
4,244,139
|
|
|
14.9%
|
|
93.9%
|
|
$
|
340,633,175
|
|
|
13.2%
|
|
194
|
|
|
||||||
"Non Same Store"
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
11 Madison Avenue—60.00%
|
|
1929
|
|
Park Avenue South
|
|
2,314,000
|
|
|
8.1%
|
|
100.0%
|
|
$
|
158,248,890
|
|
|
7.1%
|
|
9
|
|
$
|
69.38
|
|
1515 Broadway—69.87%
|
|
1972
|
|
Times Square
|
|
1,750,000
|
|
|
6.1
|
|
98.4
|
|
133,683,884
|
|
|
7.0
|
|
13
|
|
72.87
|
|
||
World Wide Plaza—24.35%
|
|
1989/2013
|
|
Westside
|
|
2,048,725
|
|
|
7.2
|
|
98.5
|
|
131,945,964
|
|
|
2.4
|
|
28
|
|
65.45
|
|
||
Subtotal / Weighted Average
|
|
6,112,725
|
|
|
21.4%
|
|
99.0%
|
|
$
|
423,878,738
|
|
|
16.5%
|
|
50
|
|
|
||||||
Total / Weighted Average Unconsolidated Office Properties
|
|
10,356,864
|
|
|
36.3%
|
|
96.9%
|
|
$
|
764,511,913
|
|
|
29.7%
|
|
244
|
|
|
||||||
Manhattan Office Grand Total / Weighted Average
|
|
24,661,470
|
|
|
86.6%
|
|
93.9%
|
|
$
|
1,675,272,285
|
|
|
94.0%
|
|
944
|
|
|
||||||
Manhattan Office Grand Total—SLG share of Annualized Rent
|
|
|
|
|
|
|
|
$
|
1,256,961,098
|
|
|
94.0%
|
|
|
|
|
|||||||
Manhattan Office Same Store Occupancy %—Combined
|
|
18,548,745
|
|
|
75.2%
|
|
92.2%
|
|
|
|
|
|
|
|
|
Suburban Properties
|
|
Year Built/
Renovated
|
|
SubMarket
|
|
Approximate
Rentable
Square
Feet
|
|
Percent
of Portfolio Rentable Square Feet |
|
Percent
Occupied (1)
|
|
Annualized
Cash
Rent
(2)
|
|
Percent
of Portfolio
Annualized
Cash
Rent (3)
|
|
Number
of
Tenants
|
|
Annualized
Cash
Rent per
Leased
Square
Foot (4)
|
|||||
CONSOLIDATED OFFICE PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
"Same Store" Westchester, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1100 King Street
|
|
1983-1986
|
|
Rye Brook, Westchester
|
|
540,000
|
|
|
1.9%
|
|
70.9%
|
|
$
|
9,746,073
|
|
|
0.7%
|
|
35
|
|
$
|
26.48
|
|
115-117 Stevens Avenue
|
|
1984
|
|
Valhalla, Westchester
|
|
178,000
|
|
|
0.6
|
|
67.3%
|
|
2,285,316
|
|
|
0.2
|
|
12
|
|
23.16
|
|
||
100 Summit Lake Drive
|
|
1988
|
|
Valhalla, Westchester
|
|
250,000
|
|
|
0.9
|
|
92.2%
|
|
5,872,032
|
|
|
0.4
|
|
13
|
|
25.91
|
|
||
200 Summit Lake Drive
|
|
1990
|
|
Valhalla, Westchester
|
|
245,000
|
|
|
0.9
|
|
87.5%
|
|
5,508,464
|
|
|
0.4
|
|
8
|
|
26.53
|
|
||
500 Summit Lake Drive
|
|
1986
|
|
Valhalla, Westchester
|
|
228,000
|
|
|
0.8
|
|
100.0%
|
|
6,032,268
|
|
|
0.5
|
|
8
|
|
28.21
|
|
||
360 Hamilton Avenue
|
|
2000
|
|
White Plains, Westchester
|
|
384,000
|
|
|
1.3
|
|
99.3%
|
|
14,989,967
|
|
|
1.1
|
|
22
|
|
39.40
|
|
||
Westchester, NY Subtotal/Weighted Average
|
|
1,825,000
|
|
|
6.4%
|
|
85.3%
|
|
$
|
44,434,120
|
|
|
3.3%
|
|
98
|
|
|
||||||
"Same Store" Connecticut
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Landmark Square
|
|
1973-1984
|
|
Stamford, Connecticut
|
|
862,800
|
|
|
3.0%
|
|
90.5%
|
|
$
|
23,284,467
|
|
|
1.8%
|
|
125
|
|
$
|
35.22
|
|
1055 Washington Boulevard
|
|
1987
|
|
Stamford, Connecticut
|
|
182,000
|
|
|
0.6
|
|
80.9
|
|
5,526,636
|
|
|
0.4
|
|
21
|
|
36.36
|
|
||
1010 Washington Boulevard
|
|
1988
|
|
Stamford, Connecticut
|
|
143,400
|
|
|
0.5
|
|
94.6
|
|
4,613,187
|
|
|
0.3
|
|
27
|
|
32.77
|
|
||
Connecticut Subtotal/Weighted Average
|
|
1,188,200
|
|
|
4.1%
|
|
89.5%
|
|
$
|
33,424,290
|
|
|
2.5%
|
|
173
|
|
|
||||||
Total / Weighted Average Consolidated Office Properties
|
|
3,013,200
|
|
|
10.5%
|
|
87.0%
|
|
$
|
77,858,410
|
|
|
5.8%
|
|
271
|
|
|
||||||
UNCONSOLIDATED OFFICE PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
"Non Same Store"
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Jericho Plaza—11.67%
|
|
1980
|
|
Jericho, New York
|
|
640,000
|
|
|
2.2%
|
|
70.3%
|
|
$
|
15,894,888
|
|
|
0.1%
|
|
32
|
|
$
|
36.33
|
|
Total / Weighted Average Unconsolidated Office Properties
|
|
640,000
|
|
|
2.2%
|
|
70.3%
|
|
$
|
15,894,888
|
|
|
0.1%
|
|
32
|
|
|
||||||
Suburban Grand Total / Weighted Average
|
|
3,653,200
|
|
|
12.7%
|
|
84.0%
|
|
$
|
93,753,298
|
|
|
|
|
303
|
|
|
||||||
Suburban Office Grand Total—SLG share of Annualized Rent
|
|
|
|
|
|
|
|
$
|
79,713,343
|
|
|
5.9%
|
|
|
|
|
|||||||
Suburban Office Same Store Occupancy %—Combined
|
|
3,013,200
|
|
|
82.5%
|
|
87.0%
|
|
|
|
|
|
|
|
|
||||||||
Portfolio Office Grand Total
|
|
28,314,670
|
|
|
100.0%
|
|
|
|
$
|
1,769,025,583
|
|
|
|
|
1,220
|
|
|
||||||
Portfolio Office Grand Total—SLG Share of Annualized Rent
|
|
|
|
|
|
|
|
$
|
1,336,674,441
|
|
|
100.0%
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Built/
Renovated
|
|
SubMarket
|
|
Approximate
Rentable
Square
Feet
|
|
Percent
of Portfolio Rentable Square Feet |
|
Percent
Occupied (1)
|
|
Annualized
Cash
Rent
(2)
|
|
Percent of Portfolio
Annualized Cash Rent (3) |
|
Number
of Tenants |
|
Annualized
Cash
Rent per
Leased
Square
Foot (4)
|
|||||
PRIME RETAIL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
"Same Store" Prime Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
11 West 34th Street—30.00%
|
|
1920/2010
|
|
Herald Square/Penn Station
|
|
17,150
|
|
|
2.4%
|
|
100.0%
|
|
$
|
2,837,719
|
|
|
1.2%
|
|
1
|
|
$
|
254.50
|
|
21 East 66th Street—32.28%
|
|
1921
|
|
Plaza District
|
|
13,069
|
|
|
1.9
|
|
100.0
|
|
3,844,536
|
|
|
1.7
|
|
1
|
|
294.17
|
|
||
121 Greene Street—50.00%
|
|
1887
|
|
Soho
|
|
7,131
|
|
|
1.0
|
|
100.0
|
|
1,523,544
|
|
|
1.0
|
|
2
|
|
213.65
|
|
||
315 West 33rd Street—The Olivia
|
|
2000
|
|
Penn Station
|
|
270,132
|
|
|
38.5
|
|
100.0
|
|
17,179,582
|
|
|
23.6
|
|
10
|
|
62.42
|
|
||
717 Fifth Avenue—10.92%
|
|
1958/2000
|
|
Midtown/Plaza District
|
|
119,550
|
|
|
17.0
|
|
100.0
|
|
45,574,074
|
|
|
6.9
|
|
6
|
|
368.47
|
|
||
724 Fifth Avenue—50.00%
|
|
1921
|
|
Plaza District
|
|
65,010
|
|
|
9.3
|
|
84.7
|
|
24,353,331
|
|
|
16.8
|
|
8
|
|
421.96
|
|
||
752 Madison Avenue
|
|
1996/2012
|
|
Plaza District
|
|
21,124
|
|
|
3.0
|
|
100.0
|
|
14,135,652
|
|
|
19.4
|
|
1
|
|
669.17
|
|
||
762 Madison Avenue—90.00%
|
|
1910
|
|
Plaza District
|
|
6,109
|
|
|
0.9
|
|
100.0
|
|
1,874,162
|
|
|
2.3
|
|
5
|
|
278.52
|
|
||
Williamsburg Terrace
|
|
2010
|
|
Brooklyn, New York
|
|
52,000
|
|
|
7.4
|
|
100.0
|
|
1,796,348
|
|
|
2.5
|
|
3
|
|
34.52
|
|
||
Added to Same Store in 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
131-137 Spring Street—20.00%
|
|
1915
|
|
SoHo
|
|
68,342
|
|
|
9.7
|
|
89.6
|
|
12,612,958
|
|
|
3.5
|
|
8
|
|
203.60
|
|
||
Subtotal/Weighted Average
|
|
639,617
|
|
|
91.1%
|
|
97.3%
|
|
$
|
125,731,906
|
|
|
78.9%
|
|
45
|
|
|
||||||
"Non Same Store" Prime Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
115 Spring Street
|
|
1900
|
|
SoHo
|
|
5,218
|
|
|
0.7%
|
|
100.0%
|
|
$
|
2,903,400
|
|
|
4.0%
|
|
1
|
|
$
|
556.42
|
|
1552-1560 Broadway—50.00%
|
|
1926/2014
|
|
Times Square
|
|
57,718
|
|
|
8.2
|
|
67.5
|
|
24,810,708
|
|
|
17.1
|
|
2
|
|
636.71
|
|
||
Subtotal/Weighted Average
|
|
62,936
|
|
|
8.9%
|
|
70.2%
|
|
$
|
27,714,108
|
|
|
21.1%
|
|
3
|
|
|
||||||
Total / Weighted Average Prime Retail Properties
|
|
702,553
|
|
|
100.0%
|
|
94.9%
|
|
$
|
153,446,014
|
|
|
100.0%
|
|
48
|
|
|
||||||
DEVELOPMENT/REDEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
One Vanderbilt
(7)
|
|
N/A
|
|
Grand Central
|
|
—
|
|
|
—%
|
|
—%
|
|
$
|
—
|
|
|
—%
|
|
—
|
|
$
|
—
|
|
10 East 53rd Street— 55.00%
|
|
1972/2014
|
|
Plaza District
|
|
354,300
|
|
|
38.0
|
|
77.6
|
|
26,292,903
|
|
|
38.5
|
|
34
|
|
89.76
|
|
||
19-21 East 65th Street
|
|
1928-1940
|
|
Plaza District
|
|
23,610
|
|
|
3.0
|
|
17.0
|
|
230,954
|
|
|
0.6
|
|
8
|
|
32.40
|
|
||
5-7 Dey Street, 183 & 187 Broadway
|
|
1921
|
|
Lower Manhattan
|
|
82,700
|
|
|
9.0
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
562 Fifth Avenue
|
|
1920
|
|
Plaza District
|
|
42,635
|
|
|
5.0
|
|
100.0
|
|
2,100,000
|
|
|
5.6
|
|
1
|
|
49.26
|
|
||
650 Fifth Avenue— 50.00%
|
|
1977-1978
|
|
Plaza District
|
|
69,214
|
|
|
7.0
|
|
100.0
|
|
33,190,000
|
|
|
44.2
|
|
1
|
|
479.53
|
|
||
719 Seventh Avenue—75.00%
|
|
1927
|
|
Times Square
|
|
10,040
|
|
|
1.0
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
175-225 Third Avenue—95.00%
|
|
1972/1998
|
|
Brooklyn, New York
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||
55 West 46th Street—25.00%
|
|
2009
|
|
Midtown
|
|
347,000
|
|
|
37.0
|
|
58.2
|
|
16,359,724
|
|
|
10.9
|
|
7
|
|
93.57
|
|
||
1640 Flatbush Avenue
|
|
1966
|
|
Brooklyn, New York
|
|
1,000
|
|
|
—
|
|
100.0
|
|
85,152
|
|
|
0.2
|
|
1
|
|
85.15
|
|
||
Total / Weighted Average Development/Redevelopment Properties
|
|
930,499
|
|
|
100.0%
|
|
63.8%
|
|
$
|
78,258,733
|
|
|
100.0%
|
|
52
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Year Built/
Renovated |
|
SubMarket
|
|
Approximate
Rentable Square Feet |
|
Percent
of Portfolio Rentable Square Feet |
|
Percent
Occupied (1) |
|
Annualized
Cash Rent (2) |
|
Percent of Portfolio
Annualized Cash Rent (3) |
|
Number
of Tenants |
|
Annualized
Cash Rent per Leased Square Foot (4) |
|||||
LAND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
635 Madison Avenue
|
|
|
|
Plaza District
|
|
176,530
|
|
|
100%
|
|
100.0%
|
|
$
|
3,677,574
|
|
|
100%
|
|
|
|
|
||
Total / Weighted Average Land
|
|
176,530
|
|
|
100%
|
|
86.8%
|
|
$
|
3,677,574
|
|
|
100%
|
|
|
|
|
|
|
|
|
Useable Sq. Feet
|
|
Total Units
|
|
Percent
Occupied (
1
)
|
|
Annualized Cash
Rent (
2
)
|
|
Average
Monthly Rent
Per Unit
|
|||||||
RESIDENTIAL
|
|
|
|
|
|
|
|
|
|
|
|||||||||
"Same Store" Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
315 West 33rd Street
|
|
Penn Station
|
|
222,855
|
|
|
333
|
|
|
85.9
|
%
|
|
$
|
14,242,394
|
|
|
$
|
4,164
|
|
400 East 57th Street—41.00%
|
|
Upper East Side
|
|
290,482
|
|
|
259
|
|
|
92.3
|
|
|
11,670,572
|
|
|
3,527
|
|
||
400 East 58th Street—90.00%
|
|
Upper East Side
|
|
140,000
|
|
|
126
|
|
|
96.8
|
|
|
5,624,243
|
|
|
3,488
|
|
||
1080 Amsterdam - 92.50%
|
|
Upper West Side
|
|
82,250
|
|
|
97
|
|
|
99.0
|
|
|
4,863,358
|
|
|
3,987
|
|
||
Added to Same Store
|
|
|
|
|
|
|
|
|
|||||||||||
Stonehenge Portfolio
|
|
|
|
1,439,016
|
|
|
1,536
|
|
|
94.1
|
%
|
|
$
|
72,473,697
|
|
|
$
|
3,596
|
|
Subtotal/Weighted Average
|
|
2,174,603
|
|
|
2,351
|
|
|
93.1
|
%
|
|
$
|
108,874,264
|
|
|
$
|
3,674
|
|
||
"Non Same Store" Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Upper East Side Residential—95.10%
|
|
Upper East Side
|
|
27,000
|
|
|
28
|
|
|
42.9
|
%
|
|
$
|
641,425
|
|
|
$
|
1,167
|
|
605 West 42nd Street—20.00%
|
|
Midtown West
|
|
927,358
|
|
|
1,175
|
|
|
77.6
|
|
|
50,627,885
|
|
|
4,070
|
|
||
Subtotal/Weighted Average
|
|
|
|
954,358
|
|
|
1,203
|
|
|
76.8
|
%
|
|
$
|
51,269,310
|
|
|
$
|
4,033
|
|
Total / Weighted Average Residential Properties
|
|
3,128,961
|
|
|
3,554
|
|
|
87.6
|
%
|
|
$
|
160,143,574
|
|
|
$
|
3,780
|
|
(1)
|
Excludes leases signed but not yet commenced as of
December 31, 2017
.
|
(2)
|
Annualized Cash Rent represents the monthly contractual rent under existing leases as of December 31,
2017
multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31,
2017
for the 12 months ending December 31, 2018 will reduce cash rent by
$13.9
million for our consolidated properties and
$22.9
million for our unconsolidated properties.
|
(3)
|
Includes our share of unconsolidated joint venture annualized cash rent.
|
(4)
|
Annualized Cash Rent Per Leased Square Foot represents Annualized Cash Rent, as described in footnote (1) above, presented on a per leased square foot basis.
|
(5)
|
The Company has an option to acquire the fee interest for a fixed price on a specific date.
|
(6)
|
The Company owns 50% of the fee interest.
|
(7)
|
The 1,730,989 gross square foot project, which is anticipated to be completed by the third quarter of 2020, has a total development budget, including land mark-up, of $3.17 billion excluding fees paid to the Company and up to $50.0 million in discretionary owner contingencies. As of
December 31, 2017
, $1.97 billion of the budget remains to be spent, comprised of $827.8 million of partners’ equity, and $1.14 billion of financing available under the project’s construction facility.
|
|
Leased
Occupancy Rate of
Manhattan Operating
Portfolio(1)
|
|
Occupancy Rate of
Class A
Office Properties
in the Midtown
Markets(2)(3)
|
|
Occupancy Rate of
Class B
Office Properties
in the Midtown
Markets(2)(3)
|
|||
December 31, 2017
|
93.9
|
%
|
|
90.5
|
%
|
|
90.3
|
%
|
December 31, 2016
|
94.9
|
%
|
|
90.0
|
%
|
|
92.2
|
%
|
December 31, 2015
|
94.2
|
%
|
|
90.9
|
%
|
|
91.3
|
%
|
December 31, 2014
|
95.3
|
%
|
|
89.4
|
%
|
|
91.6
|
%
|
December 31, 2013
|
94.3
|
%
|
|
88.3
|
%
|
|
89.1
|
%
|
(1)
|
Includes leases signed but not yet commenced as of the relevant date in our wholly-owned and joint venture properties.
|
(2)
|
Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield.
|
(3)
|
The term "Class B" is generally used in the Manhattan office market to describe office properties that are more than 25 years old but that are in good physical condition, enjoy widespread acceptance by high-quality tenants and are situated in desirable locations in Manhattan. Class B office properties can be distinguished from Class A properties in that Class A properties are generally newer properties with higher finishes and frequently obtain the highest rental rates within their markets.
|
|
|
Leased
Occupancy Rate of
Westchester
Operating Portfolio(1)
|
|
Occupancy Rate of
Class A
Office Properties
in the Westchester
Market(2)
|
|
Percent of
Connecticut
Portfolio
Leased(1)
|
|
Occupancy Rate of
Class A
Office Properties
in the Stamford CBD
Market(2)
|
||||
December 31, 2017
|
|
85.3
|
%
|
|
77.5
|
%
|
|
89.5
|
%
|
|
73.4
|
%
|
December 31, 2016
|
|
81.9
|
%
|
|
75.1
|
%
|
|
87.5
|
%
|
|
73.7
|
%
|
December 31, 2015
|
|
77.5
|
%
|
|
76.0
|
%
|
|
84.1
|
%
|
|
79.9
|
%
|
December 31, 2014
|
|
78.8
|
%
|
|
76.6
|
%
|
|
83.6
|
%
|
|
75.7
|
%
|
December 31, 2013
|
|
78.1
|
%
|
|
79.4
|
%
|
|
80.5
|
%
|
|
74.7
|
%
|
(1)
|
Includes leases signed but not yet commenced as of the relevant date in our wholly-owned and joint venture properties.
|
(2)
|
Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield.
|
Manhattan Consolidated
Operating Properties
Year of Lease Expiration
|
|
Number
of
Expiring
Leases(
1
)
|
|
Square
Footage
of
Expiring
Leases
|
|
Percentage
of
Total
Leased
Square
Feet
|
|
Annualized
Cash Rent
of
Expiring
Leases(
2
)
|
|
Percentage
of
Annualized
Cash Rent
of
Expiring
Leases
|
|
Annualized
Cash Rent
Per
Leased
Square
Foot of
Expiring
Leases(
3
)
|
||||||||
2018
(4)
|
|
81
|
|
|
541,157
|
|
|
3.9
|
%
|
|
$
|
46,020,213
|
|
|
5.1
|
%
|
|
$
|
85.04
|
|
2019
|
|
82
|
|
|
1,044,922
|
|
|
7.6
|
|
|
76,410,441
|
|
|
8.4
|
|
|
73.13
|
|
||
2020
|
|
98
|
|
|
2,328,968
|
|
|
17.0
|
|
|
154,071,400
|
|
|
17.0
|
|
|
66.15
|
|
||
2021
|
|
98
|
|
|
1,786,589
|
|
|
13.0
|
|
|
116,415,234
|
|
|
12.8
|
|
|
65.16
|
|
||
2022
|
|
100
|
|
|
1,143,613
|
|
|
8.3
|
|
|
76,759,862
|
|
|
8.5
|
|
|
67.12
|
|
||
2023
|
|
48
|
|
|
832,935
|
|
|
6.1
|
|
|
49,899,730
|
|
|
5.5
|
|
|
59.91
|
|
||
2024
|
|
31
|
|
|
278,486
|
|
|
2.0
|
|
|
19,641,171
|
|
|
2.2
|
|
|
70.53
|
|
||
2025
|
|
32
|
|
|
550,101
|
|
|
4.0
|
|
|
54,587,969
|
|
|
6.0
|
|
|
99.23
|
|
||
2026
|
|
29
|
|
|
799,693
|
|
|
5.8
|
|
|
51,742,849
|
|
|
5.7
|
|
|
64.70
|
|
||
2027 & thereafter
|
|
112
|
|
|
4,430,805
|
|
|
32.3
|
|
|
260,536,204
|
|
|
28.8
|
|
|
58.80
|
|
||
Total/weighted average
|
|
711
|
|
|
13,737,269
|
|
|
100.0
|
%
|
|
$
|
906,085,073
|
|
|
100.0
|
%
|
|
$
|
65.96
|
|
(1)
|
Tenants may have multiple leases.
|
(2)
|
Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of
December 31, 2017
multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2017 for the 12 months ending December 31, 2018 will reduce cash rent by
$10.6 million
for the properties.
|
(3)
|
Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (2) above, presented on a per leased square foot basis.
|
(4)
|
Includes approximately
10,006
square feet and annualized cash rent of
$0.5 million
occupied by month-to-month holdover tenants whose leases expired prior to
December 31, 2017
.
|
Manhattan Unconsolidated
Operating Properties
Year of Lease Expiration
|
|
Number
of
Expiring
Leases(
1
)
|
|
Square
Footage
of
Expiring
Leases
|
|
Percentage
of
Total
Leased
Square
Feet
|
|
Annualized
Cash Rent
of
Expiring
Leases(
2
)
|
|
Percentage
of
Annualized
Cash Rent
of
Expiring
Leases
|
|
Annualized
Cash Rent
Per
Leased
Square
Foot of
Expiring
Leases(
3
)
|
||||||||
2018
(4)
|
|
26
|
|
|
179,321
|
|
|
1.7
|
%
|
|
$
|
18,386,941
|
|
|
2.4
|
%
|
|
$
|
102.54
|
|
2019
|
|
26
|
|
|
441,261
|
|
|
4.3
|
|
|
35,603,350
|
|
|
4.7
|
|
|
80.69
|
|
||
2020
|
|
23
|
|
|
311,702
|
|
|
3.0
|
|
|
20,180,982
|
|
|
2.6
|
|
|
64.74
|
|
||
2021
|
|
29
|
|
|
369,113
|
|
|
3.6
|
|
|
24,084,040
|
|
|
3.2
|
|
|
65.25
|
|
||
2022
|
|
31
|
|
|
289,323
|
|
|
2.8
|
|
|
24,224,560
|
|
|
3.2
|
|
|
83.73
|
|
||
2023
|
|
15
|
|
|
468,914
|
|
|
4.6
|
|
|
37,810,443
|
|
|
4.9
|
|
|
80.63
|
|
||
2024
|
|
17
|
|
|
990,382
|
|
|
9.6
|
|
|
95,723,469
|
|
|
12.5
|
|
|
96.65
|
|
||
2025
|
|
16
|
|
|
591,141
|
|
|
5.8
|
|
|
45,575,954
|
|
|
6.0
|
|
|
77.10
|
|
||
2026
|
|
15
|
|
|
432,478
|
|
|
4.2
|
|
|
43,371,726
|
|
|
5.7
|
|
|
100.29
|
|
||
2027 & thereafter
|
|
48
|
|
|
6,197,422
|
|
|
60.4
|
|
|
419,550,447
|
|
|
54.8
|
|
|
67.70
|
|
||
Total/weighted average
|
|
246
|
|
|
10,271,057
|
|
|
100.0
|
%
|
|
$
|
764,511,912
|
|
|
100.0
|
%
|
|
$
|
74.43
|
|
(1)
|
Tenants may have multiple leases.
|
(2)
|
Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of
December 31, 2017
multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31,
2017
for the 12 months ending December 31, 2018 will reduce cash rent by
$20.3 million
for the joint venture properties.
|
(3)
|
Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (2) above, presented on a per leased square foot basis.
|
(4)
|
Includes approximately
9,390
square feet and annualized cash rent of
$0.8 million
occupied by month-to-month holdover tenants whose leases expired prior to
December 31, 2017
.
|
Suburban Consolidated Operating Properties
Year of Lease Expiration
|
|
Number
of
Expiring
Leases
(1)
|
|
Square
Footage
of
Expiring
Leases
|
|
Percentage
of
Total
Leased
Square
Feet
|
|
Annualized
Cash Rent
of
Expiring
Leases
(2)
|
|
Percentage
of
Annualized
Cash Rent
of
Expiring
Leases
|
|
Annualized
Cash Rent
Per
Leased
Square
Foot of
Expiring
Leases
(3)
|
||||||||
2018
(4)
|
|
53
|
|
|
258,902
|
|
|
10.6
|
%
|
|
$
|
8,960,802
|
|
|
11.5
|
%
|
|
$
|
34.61
|
|
2019
|
|
37
|
|
|
395,568
|
|
|
16.2
|
|
|
11,387,110
|
|
|
14.6
|
|
|
28.79
|
|
||
2020
|
|
46
|
|
|
284,734
|
|
|
11.6
|
|
|
9,905,255
|
|
|
12.7
|
|
|
34.79
|
|
||
2021
|
|
32
|
|
|
296,334
|
|
|
12.1
|
|
|
9,716,915
|
|
|
12.5
|
|
|
32.79
|
|
||
2022
|
|
28
|
|
|
124,214
|
|
|
5.1
|
|
|
4,579,117
|
|
|
5.9
|
|
|
36.86
|
|
||
2023
|
|
24
|
|
|
193,443
|
|
|
7.9
|
|
|
6,604,408
|
|
|
8.5
|
|
|
34.14
|
|
||
2024
|
|
6
|
|
|
113,413
|
|
|
4.6
|
|
|
3,220,430
|
|
|
4.1
|
|
|
28.40
|
|
||
2025
|
|
10
|
|
|
109,013
|
|
|
4.5
|
|
|
3,434,309
|
|
|
4.4
|
|
|
31.50
|
|
||
2026
|
|
15
|
|
|
284,252
|
|
|
11.6
|
|
|
9,523,950
|
|
|
12.2
|
|
|
33.51
|
|
||
2027 & thereafter
|
|
21
|
|
|
389,273
|
|
|
15.8
|
|
|
10,526,113
|
|
|
13.6
|
|
|
27.04
|
|
||
Total/weighted average
|
|
272
|
|
|
2,449,146
|
|
|
100.0
|
%
|
|
$
|
77,858,409
|
|
|
100.0
|
%
|
|
$
|
31.79
|
|
(1)
|
Tenants may have multiple leases.
|
(2)
|
Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of
December 31, 2017
multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31,
2017
for the 12 months ending December 31, 2018 will reduce cash rent by
$3.4 million
for the properties.
|
(3)
|
Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (2) above, presented on a per leased square foot basis.
|
(4)
|
Includes approximately
53,994
square feet and annualized cash rent of
$2.3 million
occupied by month-to-month holdover tenants whose leases expired prior to
December 31, 2017
.
|
Suburban Unconsolidated Operating Properties
Year of Lease Expiration
|
|
Number
of
Expiring
Leases(
1
)
|
|
Square
Footage
of
Expiring
Leases
|
|
Percentage
of
Total
Leased
Square
Feet
|
|
Annualized
Cash Rent
of
Expiring
Leases(
2
)
|
|
Percentage
of
Annualized
Cash Rent
of
Expiring
Leases
|
|
Annualized
Cash Rent
Per
Leased
Square
Foot of
Expiring
Leases(
3
)
|
||||||||
2018
(4)
|
|
3
|
|
|
19,684
|
|
|
4.5
|
%
|
|
$
|
771,937
|
|
|
4.9
|
%
|
|
$
|
39.22
|
|
2019
|
|
8
|
|
|
39,354
|
|
|
9.0
|
|
|
1,322,125
|
|
|
8.3
|
|
|
33.60
|
|
||
2020
|
|
5
|
|
|
47,964
|
|
|
11.0
|
|
|
1,837,847
|
|
|
11.6
|
|
|
38.32
|
|
||
2021
|
|
5
|
|
|
104,296
|
|
|
23.9
|
|
|
4,001,316
|
|
|
25.2
|
|
|
38.37
|
|
||
2022
|
|
2
|
|
|
18,012
|
|
|
4.1
|
|
|
658,428
|
|
|
4.1
|
|
|
36.56
|
|
||
2023
|
|
3
|
|
|
52,010
|
|
|
11.9
|
|
|
1,956,588
|
|
|
12.3
|
|
|
37.62
|
|
||
2024
|
|
2
|
|
|
52,707
|
|
|
12.0
|
|
|
1,860,324
|
|
|
11.7
|
|
|
35.30
|
|
||
2025
|
|
1
|
|
|
1,729
|
|
|
0.4
|
|
|
59,040
|
|
|
0.4
|
|
|
34.15
|
|
||
2026
|
|
4
|
|
|
88,854
|
|
|
20.3
|
|
|
3,009,736
|
|
|
18.9
|
|
|
33.87
|
|
||
2027 & thereafter
|
|
1
|
|
|
12,862
|
|
|
2.9
|
|
|
417,546
|
|
|
2.6
|
|
|
32.46
|
|
||
Total/weighted average
|
|
34
|
|
|
437,472
|
|
|
100.0
|
%
|
|
$
|
15,894,887
|
|
|
100.0
|
%
|
|
$
|
36.33
|
|
(1)
|
Tenants may have multiple leases.
|
(2)
|
Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of
December 31, 2017
multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31,
2017
for the 12 months ending December 31, 2018 will reduce cash rent by
$2.6 million
for the joint venture properties.
|
(3)
|
Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (2) above, presented on a per leased square foot basis.
|
(4)
|
Includes approximately
19,684
square feet and annualized cash rent of
$0.8 million
occupied by month-to-month holdover tenants whose leases expired prior to
December 31, 2017
.
|
Tenant
|
Properties
|
|
Lease Expiration
|
|
Total
Leased
Square Feet
|
|
Percentage
of
Aggregate Office
Portfolio
Leased
Square
Feet
|
|
Percentage
of our Share of
Aggregate
Portfolio
Annualized
Cash Rent
|
|||
Credit Suisse Securities (USA), Inc.
|
1 Madison Avenue, 11 Madison Avenue &
1055 Washington Blvd |
|
2019, 2020 & 2037
|
|
2,415,247
|
|
|
8.5
|
%
|
|
8.0
|
%
|
Viacom International, Inc.
|
1515 Broadway
|
|
2028 & 2031
|
|
1,479,390
|
|
|
5.2
|
|
|
4.4
|
|
Ralph Lauren Corporation
|
625 Madison Avenue
|
|
2019
|
|
386,785
|
|
|
1.4
|
|
|
2.0
|
|
Sony Corporation
|
11 Madison Avenue
|
|
2031
|
|
578,791
|
|
|
2.0
|
|
|
1.8
|
|
Penguin Random House, Inc.
|
1745 Broadway
|
|
2020 & 2033
|
|
644,598
|
|
|
2.3
|
|
|
1.8
|
|
Debevoise & Plimpton, LLP
|
919 Third Avenue
|
|
2021
|
|
577,438
|
|
|
2.0
|
|
|
1.6
|
|
The City of New York
|
100 Church Street & 420 Lexington Avenue
|
|
2030 & 2034
|
|
513,145
|
|
|
1.8
|
|
|
1.2
|
|
Advance Magazine Group, Fairchild Publications
|
750 Third Avenue & 485 Lexington Avenue
|
|
2021
|
|
339,195
|
|
|
1.2
|
|
|
1.2
|
|
Metro-North Commuter Railroad Company
|
110 East 42nd Street & 420 Lexington Avenue
|
|
2021 & 2034
|
|
328,957
|
|
|
1.2
|
|
|
1.2
|
|
Nike Retail Services, Inc.
|
650 Fifth Avenue
|
|
2033
|
|
69,214
|
|
|
0.2
|
|
|
1.1
|
|
News America Incorporated
|
1185 Avenue of the Americas
|
|
2020
|
|
165,086
|
|
|
0.6
|
|
|
1.1
|
|
Giorgio Armani Corporation
|
717 Fifth Avenue, 752-760 Madison Avenue & 762 Madison Avenue
|
|
2022 & 2024
|
|
69,328
|
|
|
0.2
|
|
|
1.1
|
|
King & Spalding
|
1185 Avenue of the Americas
|
|
2025
|
|
159,943
|
|
|
0.6
|
|
|
1.1
|
|
C.B.S. Broadcasting, Inc.
|
555 West 57th Street & Worldwide Plaza
|
|
2023 & 2027
|
|
371,125
|
|
|
1.3
|
|
|
1.0
|
|
Omnicom Group, Inc., Cardinia Real Estate
|
220 East 42nd Street & 1055 Washington Blvd.
|
|
2028 & 2032
|
|
254,914
|
|
|
0.9
|
|
|
1.0
|
|
Amerada Hess Corp.
|
1185 Avenue of the Americas
|
|
2027
|
|
181,569
|
|
|
0.6
|
|
|
1.0
|
|
Cravath, Swaine & Moore LLP
|
Worldwide Plaza
|
|
2024
|
|
617,134
|
|
|
2.2
|
|
|
1.0
|
|
National Hockey League
|
1185 Avenue of the Americas
|
|
2022
|
|
148,217
|
|
|
0.5
|
|
|
1.0
|
|
WME IMG, LLC
|
11 Madison Avenue & 304 Park Avenue
|
|
2028 & 2030
|
|
214,707
|
|
|
0.8
|
|
|
0.9
|
|
Nomura Holding America Inc.
|
810 Seventh Avenue, Worldwide Plaza & 1100 King Street Blgd 5
|
|
2026, 2028 & 2033
|
|
888,762
|
|
|
3.1
|
|
|
0.8
|
|
Infor (USA) Inc.
|
635 Sixth Avenue & 641 Sixth Avenue
|
|
2022, 2025, 2026 & 2027
|
|
149,119
|
|
|
0.5
|
|
|
0.8
|
|
The Travelers Indemnity Company
|
485 Lexington Avenue
|
|
2021
|
|
176,838
|
|
|
0.6
|
|
|
0.8
|
|
RSM McGladrey, Inc.
|
1185 Avenue of the Americas
|
|
2018
|
|
164,771
|
|
|
0.6
|
|
|
0.8
|
|
Prada USA Corp
|
724 Fifth Avenue
|
|
2028
|
|
20,760
|
|
|
0.1
|
|
|
0.7
|
|
Yelp, Inc.
|
11 Madison Avenue
|
|
2025
|
|
191,797
|
|
|
0.7
|
|
|
0.7
|
|
EisnerAmper, LLP
|
750 Third Avenue
|
|
2020
|
|
152,961
|
|
|
0.5
|
|
|
0.7
|
|
Schulte, Roth & Zabel LLP
|
919 Third Avenue
|
|
2036
|
|
263,186
|
|
|
0.9
|
|
|
0.6
|
|
Newmark & Company Real Estate Inc.
|
125 Park Avenue & 110 East 42nd Street
|
|
2031
|
|
162,804
|
|
|
0.6
|
|
|
0.6
|
|
HF Management Services LLC
|
100 Church Street
|
|
2032
|
|
230,394
|
|
|
0.8
|
|
|
0.6
|
|
KPMG LLP
|
1350 Avenue of the Americas
|
|
2026
|
|
112,061
|
|
|
0.4
|
|
|
0.6
|
|
Total
|
|
|
|
|
12,028,236
|
|
|
42.3
|
%
|
|
41.2
|
%
|
|
2017
|
|
2016
|
||||||||||||||||||||
Quarter Ended
|
High
|
|
Low
|
|
Dividends
|
|
High
|
|
Low
|
|
Dividends
|
||||||||||||
March 31
|
$
|
113.75
|
|
|
$
|
104.62
|
|
|
$
|
0.775
|
|
|
$
|
110.92
|
|
|
$
|
80.54
|
|
|
$
|
0.72
|
|
June 30
|
$
|
109.73
|
|
|
$
|
101.03
|
|
|
$
|
0.775
|
|
|
$
|
106.72
|
|
|
$
|
95.51
|
|
|
$
|
0.72
|
|
September 30
|
$
|
107.52
|
|
|
$
|
95.45
|
|
|
$
|
0.775
|
|
|
$
|
119.20
|
|
|
$
|
102.56
|
|
|
$
|
0.72
|
|
December 31
|
$
|
105.01
|
|
|
$
|
94.15
|
|
|
$
|
0.8125
|
|
|
$
|
112.89
|
|
|
$
|
94.23
|
|
|
$
|
0.775
|
|
|
|
Distributions
|
||||||
Quarter Ended
|
|
2017
|
|
2016
|
||||
March 31
|
|
$
|
0.775
|
|
|
$
|
0.72
|
|
June 30
|
|
$
|
0.775
|
|
|
$
|
0.72
|
|
September 30
|
|
$
|
0.775
|
|
|
$
|
0.72
|
|
December 31
|
|
$
|
0.8125
|
|
|
$
|
0.775
|
|
|
Number of securities
to be issued
upon exercise
of outstanding
options, warrants
and rights
|
|
Weighted
average
exercise
price of
outstanding
options,
warrants and
rights
|
|
Number of securities
remaining available
for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
|
|
||||
Plan category
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
(1)
|
3,917,900
|
|
(2)
|
$
|
94.33
|
|
(3)
|
8,715,196
|
|
(4)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
3,917,900
|
|
|
$
|
94.33
|
|
|
8,715,196
|
|
|
(1)
|
Includes our Fourth Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended, and 2008 Employee Stock Purchase Plan.
|
(2)
|
Includes (i)
1,548,719
shares of common stock issuable upon the exercise of outstanding options (
800,902
of which are vested and exercisable), (ii) 10,750 restricted stock units and
99,853
phantom stock units that may be settled in shares of common stock (
99,853
of which are vested), (iii) 2,205,600 LTIP units that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of our common stock (1,465,100 of which are vested).
|
(3)
|
Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the weighted-average exercise price calculation.
|
(4)
|
Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units. The number of securities remaining available consists of shares remaining available for issuance under our 2008 Employee Stock Purchase Plan and Third Amended and Restated 2005 Stock Option and Incentive Plan.
|
|
Year Ended December 31,
|
||||||||||||||||||
Operating Data
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,511,473
|
|
|
$
|
1,863,981
|
|
|
$
|
1,662,829
|
|
|
$
|
1,519,978
|
|
|
$
|
1,371,065
|
|
Operating expenses
|
293,364
|
|
|
312,859
|
|
|
301,624
|
|
|
282,283
|
|
|
276,589
|
|
|||||
Real estate taxes
|
244,323
|
|
|
248,388
|
|
|
232,702
|
|
|
217,843
|
|
|
203,076
|
|
|||||
Ground rent
|
33,231
|
|
|
33,261
|
|
|
32,834
|
|
|
32,307
|
|
|
31,951
|
|
|||||
Interest expense, net of interest income
|
257,045
|
|
|
321,199
|
|
|
323,870
|
|
|
317,400
|
|
|
310,894
|
|
|||||
Amortization of deferred finance costs
|
16,498
|
|
|
24,564
|
|
|
27,348
|
|
|
22,377
|
|
|
15,855
|
|
|||||
Depreciation and amortization
|
403,320
|
|
|
821,041
|
|
|
560,887
|
|
|
371,610
|
|
|
324,461
|
|
|||||
Transaction related costs
|
(1,834
|
)
|
|
7,528
|
|
|
11,430
|
|
|
8,707
|
|
|
3,985
|
|
|||||
Marketing, general and administrative
|
100,498
|
|
|
99,759
|
|
|
94,873
|
|
|
92,488
|
|
|
86,192
|
|
|||||
Total expenses
|
1,346,445
|
|
|
1,868,599
|
|
|
1,585,568
|
|
|
1,345,015
|
|
|
1,253,003
|
|
|||||
Equity in net income from unconsolidated joint ventures
|
21,892
|
|
|
11,874
|
|
|
13,028
|
|
|
26,537
|
|
|
9,921
|
|
|||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|
123,253
|
|
|
3,601
|
|
|||||
Purchase price fair value adjustment
|
—
|
|
|
—
|
|
|
40,078
|
|
|
67,446
|
|
|
(2,305
|
)
|
|||||
Gain on sale of real estate, net
|
73,241
|
|
|
238,116
|
|
|
175,974
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on sale of investment in marketable securities
|
3,262
|
|
|
(83
|
)
|
|
—
|
|
|
3,895
|
|
|
(65
|
)
|
|||||
Depreciable real estate reserves
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|
—
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(32,365
|
)
|
|
(18,518
|
)
|
|||||
Income from continuing operations
|
101,069
|
|
|
278,911
|
|
|
302,910
|
|
|
363,729
|
|
|
110,696
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
14,549
|
|
|
182,134
|
|
|
40,587
|
|
|||||
Net income
|
101,069
|
|
|
278,911
|
|
|
317,459
|
|
|
545,863
|
|
|
151,283
|
|
|||||
Net income attributable to noncontrolling interest in the Operating Partnership
|
(3,995
|
)
|
|
(10,136
|
)
|
|
(10,565
|
)
|
|
(18,467
|
)
|
|
(3,023
|
)
|
|||||
Net loss (income) attributable to noncontrolling interests in other partnerships
|
15,701
|
|
|
(7,644
|
)
|
|
(15,843
|
)
|
|
(6,590
|
)
|
|
(10,629
|
)
|
|||||
Preferred unit distributions
|
(11,401
|
)
|
|
(11,235
|
)
|
|
(6,967
|
)
|
|
(2,750
|
)
|
|
(2,260
|
)
|
|||||
Net income attributable to SL Green
|
101,374
|
|
|
249,896
|
|
|
284,084
|
|
|
518,056
|
|
|
135,371
|
|
|||||
Preferred stock redemption costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,160
|
)
|
|||||
Perpetual preferred stock dividends
|
(14,950
|
)
|
|
(14,950
|
)
|
|
(14,952
|
)
|
|
(14,952
|
)
|
|
(21,881
|
)
|
|||||
Net income attributable to SL Green common stockholders
|
$
|
86,424
|
|
|
$
|
234,946
|
|
|
$
|
269,132
|
|
|
$
|
503,104
|
|
|
$
|
101,330
|
|
Net income per common share—Basic
|
$
|
0.88
|
|
|
$
|
2.35
|
|
|
$
|
2.71
|
|
|
$
|
5.25
|
|
|
$
|
1.10
|
|
Net income per common share—Diluted
|
$
|
0.87
|
|
|
$
|
2.34
|
|
|
$
|
2.70
|
|
|
$
|
5.23
|
|
|
$
|
1.10
|
|
Cash dividends declared per common share
|
$
|
3.1375
|
|
|
$
|
2.94
|
|
|
$
|
2.52
|
|
|
$
|
2.10
|
|
|
$
|
1.49
|
|
Basic weighted average common shares outstanding
|
98,571
|
|
|
100,185
|
|
|
99,345
|
|
|
95,774
|
|
|
92,269
|
|
|||||
Diluted weighted average common shares and common share equivalents outstanding
|
103,403
|
|
|
104,881
|
|
|
103,734
|
|
|
99,696
|
|
|
95,266
|
|
|
As of December 31,
|
||||||||||||||||||
Balance Sheet Data (in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial real estate, before accumulated depreciation
|
$
|
10,206,122
|
|
|
$
|
12,743,332
|
|
|
$
|
16,681,602
|
|
|
$
|
14,069,141
|
|
|
$
|
12,333,780
|
|
Total assets
|
13,982,904
|
|
|
15,857,787
|
|
|
19,727,646
|
|
|
17,096,587
|
|
|
14,959,001
|
|
|||||
Mortgages and other loans payable, revolving credit facilities, term loans and senior unsecured notes and trust preferred securities, net
|
5,855,132
|
|
|
6,481,666
|
|
|
10,275,453
|
|
|
8,178,787
|
|
|
6,919,908
|
|
|||||
Noncontrolling interests in the Operating Partnership
|
461,954
|
|
|
473,882
|
|
|
424,206
|
|
|
496,524
|
|
|
265,476
|
|
|||||
Total equity
|
6,589,454
|
|
|
7,750,911
|
|
|
7,719,317
|
|
|
7,459,216
|
|
|
7,016,876
|
|
|
Year Ended December 31,
|
|||||||||||||
Other Data (in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Net cash provided by operating activities
|
548,373
|
|
|
634,714
|
|
|
526,484
|
|
|
490,381
|
|
|
386,203
|
|
Net cash (used in) provided by investing activities
|
(18,851
|
)
|
|
2,122,570
|
|
|
(2,265,911
|
)
|
|
(796,835
|
)
|
|
(628,435
|
)
|
Net cash (used in) provided by financing activities
|
(681,077
|
)
|
|
(2,733,240
|
)
|
|
1,713,417
|
|
|
381,171
|
|
|
258,940
|
|
Funds from operations available to all stockholders
(1)
|
667,294
|
|
|
869,855
|
|
|
661,825
|
|
|
583,036
|
|
|
490,255
|
|
(1)
|
FFO is a widely recognized non-GAAP measure of REIT performance. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended, defines FFO as net income (loss) (computed in accordance with Generally Accepted Accounting Principles, or GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
|
|
Year Ended December 31,
|
||||||||||||||||||
Operating Data
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in thousands, except per unit data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,511,473
|
|
|
$
|
1,863,981
|
|
|
$
|
1,662,829
|
|
|
$
|
1,519,978
|
|
|
$
|
1,371,065
|
|
Operating expenses
|
293,364
|
|
|
312,859
|
|
|
301,624
|
|
|
282,283
|
|
|
276,589
|
|
|||||
Real estate taxes
|
244,323
|
|
|
248,388
|
|
|
232,702
|
|
|
217,843
|
|
|
203,076
|
|
|||||
Ground rent
|
33,231
|
|
|
33,261
|
|
|
32,834
|
|
|
32,307
|
|
|
31,951
|
|
|||||
Interest expense, net of interest income
|
257,045
|
|
|
321,199
|
|
|
323,870
|
|
|
317,400
|
|
|
310,894
|
|
|||||
Amortization of deferred finance costs
|
16,498
|
|
|
24,564
|
|
|
27,348
|
|
|
22,377
|
|
|
15,855
|
|
|||||
Depreciation and amortization
|
403,320
|
|
|
821,041
|
|
|
560,887
|
|
|
371,610
|
|
|
324,461
|
|
|||||
Loan loss and other investment reserves, net of recoveries
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
Transaction related costs
|
(1,834
|
)
|
|
7,528
|
|
|
11,430
|
|
|
8,707
|
|
|
3,985
|
|
|||||
Marketing, general and administrative
|
100,498
|
|
|
99,759
|
|
|
94,873
|
|
|
92,488
|
|
|
86,192
|
|
|||||
Total expenses
|
1,346,445
|
|
|
1,868,599
|
|
|
1,585,568
|
|
|
1,345,015
|
|
|
1,253,003
|
|
|||||
Equity in net income from unconsolidated joint ventures
|
21,892
|
|
|
11,874
|
|
|
13,028
|
|
|
26,537
|
|
|
9,921
|
|
|||||
Equity in net gain on sale of interest in unconsolidated joint venture/ real estate
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|
123,253
|
|
|
3,601
|
|
|||||
Purchase price fair value adjustment
|
—
|
|
|
—
|
|
|
40,078
|
|
|
67,446
|
|
|
(2,305
|
)
|
|||||
Gain on sale of real estate, net
|
73,241
|
|
|
238,116
|
|
|
175,974
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on sale of investment in marketable securities
|
3,262
|
|
|
(83
|
)
|
|
—
|
|
|
3,895
|
|
|
—
|
|
|||||
Depreciable real estate reserves
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|
—
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(32,365
|
)
|
|
(18,518
|
)
|
|||||
Income from continuing operations
|
101,069
|
|
|
278,911
|
|
|
302,910
|
|
|
363,729
|
|
|
110,761
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
14,549
|
|
|
182,134
|
|
|
40,587
|
|
|||||
Net income
|
101,069
|
|
|
278,911
|
|
|
317,459
|
|
|
545,863
|
|
|
151,348
|
|
|||||
Net loss (income) attributable to noncontrolling interests in other partnerships
|
15,701
|
|
|
(7,644
|
)
|
|
(15,843
|
)
|
|
(6,590
|
)
|
|
(10,629
|
)
|
|||||
Preferred unit distributions
|
(11,401
|
)
|
|
(11,235
|
)
|
|
(6,967
|
)
|
|
(2,750
|
)
|
|
(2,260
|
)
|
|||||
Net income attributable to SLGOP
|
105,369
|
|
|
260,032
|
|
|
294,649
|
|
|
536,523
|
|
|
138,459
|
|
|||||
Preferred unit redemption costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,160
|
)
|
|||||
Perpetual preferred unit distributions
|
(14,950
|
)
|
|
(14,950
|
)
|
|
(14,952
|
)
|
|
(14,952
|
)
|
|
(21,881
|
)
|
|||||
Net income attributable to SLGOP common stockholders
|
$
|
90,419
|
|
|
$
|
245,082
|
|
|
$
|
279,697
|
|
|
$
|
521,571
|
|
|
$
|
104,418
|
|
Net income per common unit—Basic
|
$
|
0.88
|
|
|
$
|
2.35
|
|
|
$
|
2.71
|
|
|
$
|
5.25
|
|
|
$
|
1.10
|
|
Net income per common unit—Diluted
|
$
|
0.87
|
|
|
$
|
2.34
|
|
|
$
|
2.70
|
|
|
$
|
5.23
|
|
|
$
|
1.10
|
|
Cash dividends declared per common unit
|
$
|
3.1375
|
|
|
$
|
2.94
|
|
|
$
|
2.52
|
|
|
$
|
2.10
|
|
|
$
|
1.49
|
|
Basic weighted average common units outstanding
|
103,127
|
|
|
104,508
|
|
|
103,244
|
|
|
99,288
|
|
|
95,004
|
|
|||||
Diluted weighted average common units and common units equivalents outstanding
|
103,403
|
|
|
104,881
|
|
|
103,734
|
|
|
99,696
|
|
|
95,266
|
|
|
As of December 31,
|
||||||||||||||||||
Balance Sheet Data (in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial real estate, before accumulated depreciation
|
$
|
10,206,122
|
|
|
$
|
12,743,332
|
|
|
$
|
16,681,602
|
|
|
$
|
14,069,141
|
|
|
$
|
12,333,780
|
|
Total assets
|
13,982,904
|
|
|
15,857,787
|
|
|
19,727,646
|
|
|
17,096,587
|
|
|
14,959,001
|
|
|||||
Mortgages and other loans payable, revolving credit facilities, term loans and senior unsecured notes and trust preferred securities, net
|
5,855,132
|
|
|
6,481,666
|
|
|
10,275,453
|
|
|
8,178,787
|
|
|
6,919,908
|
|
|||||
Total capital
|
6,589,454
|
|
|
7,750,911
|
|
|
7,719,317
|
|
|
7,459,216
|
|
|
7,282,352
|
|
|
|
Year Ended
|
|||||||
|
|
December 31,
|
|||||||
(in millions)
|
|
2017
|
|
2016
|
|
||||
Net income
|
|
$
|
101.1
|
|
|
$
|
278.9
|
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
(16.2
|
)
|
|
(44.0
|
)
|
|
||
Gain on sale of real estate, net
|
|
(73.2
|
)
|
|
(238.1
|
)
|
|
||
Depreciable real estate reserves
|
|
178.5
|
|
|
10.4
|
|
|
||
(Loss) gain on sale of investment in marketable securities
|
|
(3.3
|
)
|
|
0.1
|
|
|
||
Depreciation and amortization
|
|
403.3
|
|
|
821.0
|
|
|
||
Interest expense, net of interest income
|
|
257.0
|
|
|
321.2
|
|
|
||
Amortization of deferred financing costs
|
|
16.5
|
|
|
24.6
|
|
|
||
Operating income
|
|
863.7
|
|
|
1,174.1
|
|
|
||
Less: Operating income from other properties/affiliates
|
|
(250.8
|
)
|
|
(558.7
|
)
|
|
||
Same-store operating income
|
|
$
|
612.9
|
|
|
$
|
615.4
|
|
|
|
|
Year Ended
|
|||||||
|
|
December 31,
|
|||||||
(in millions)
|
|
2016
|
|
2015
|
|
||||
Net income
|
|
$
|
278.9
|
|
|
$
|
317.5
|
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
(44.0
|
)
|
|
(15.8
|
)
|
|
||
Gain on sale of real estate, net
|
|
(238.1
|
)
|
|
(176.0
|
)
|
|
||
Depreciable real estate reserves
|
|
10.4
|
|
|
19.2
|
|
|
||
Gain (loss) on sale of investment in marketable securities
|
|
0.1
|
|
|
—
|
|
|
||
Depreciation and amortization
|
|
821.0
|
|
|
560.9
|
|
|
||
Interest expense, net of interest income
|
|
321.2
|
|
|
323.9
|
|
|
||
Amortization of deferred financing costs
|
|
24.6
|
|
|
27.3
|
|
|
||
Operating income
|
|
1,174.1
|
|
|
1,057.0
|
|
|
||
Less: Operating income from other properties/affiliates
|
|
(503.6
|
)
|
|
(388.2
|
)
|
|
||
Same-store operating income
|
|
$
|
670.5
|
|
|
$
|
668.8
|
|
|
i.
|
“Same-Store Properties,” which represents all operating properties owned by us at January 1,
2016
and still owned by us in the same manner at
December 31, 2017
(Same-Store Properties totaled
43
of our
60
consolidated operating properties),
|
ii.
|
“Acquisition Properties,” which represents all properties or interests in properties acquired in
2017
and
2016
and all non-Same-Store Properties, including properties that are under development, redevelopment or were deconsolidated during the period,
|
iii.
|
"Disposed Properties" which represents all properties or interests in properties sold or partially sold in
2017
and
2016
, and
|
iv.
|
“Other,” which represents corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
|
|
|
Same-Store
|
|
Disposed
|
|
Other
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||||||
Rental revenue
|
|
$
|
961.8
|
|
|
$
|
942.6
|
|
|
$
|
19.2
|
|
|
2.0
|
%
|
|
$
|
121.1
|
|
|
$
|
360.7
|
|
|
$
|
18.1
|
|
|
$
|
20.5
|
|
|
$
|
1,101.0
|
|
|
$
|
1,323.8
|
|
|
$
|
(222.8
|
)
|
|
(16.8
|
)%
|
Escalation and reimbursement
|
|
131.4
|
|
|
142.0
|
|
|
(10.6
|
)
|
|
(7.5
|
)%
|
|
40.1
|
|
|
52.7
|
|
|
1.4
|
|
|
2.2
|
|
|
172.9
|
|
|
196.9
|
|
|
(24.0
|
)
|
|
(12.2
|
)%
|
||||||||||
Investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
193.9
|
|
|
213.0
|
|
|
193.9
|
|
|
213.0
|
|
|
(19.1
|
)
|
|
(9.0
|
)%
|
||||||||||
Other income
|
|
8.9
|
|
|
6.8
|
|
|
2.1
|
|
|
30.9
|
%
|
|
0.5
|
|
|
94.3
|
|
|
34.3
|
|
|
29.2
|
|
|
43.7
|
|
|
130.3
|
|
|
(86.6
|
)
|
|
(66.5
|
)%
|
||||||||||
Total revenues
|
|
1,102.1
|
|
|
1,091.4
|
|
|
10.7
|
|
|
1.0
|
%
|
|
161.7
|
|
|
507.7
|
|
|
247.7
|
|
|
264.9
|
|
|
1,511.5
|
|
|
1,864.0
|
|
|
(352.5
|
)
|
|
(18.9
|
)%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property operating expenses
|
|
482.6
|
|
|
474.2
|
|
|
8.4
|
|
|
1.8
|
%
|
|
65.3
|
|
|
98.7
|
|
|
23.0
|
|
|
21.6
|
|
|
570.9
|
|
|
594.5
|
|
|
(23.6
|
)
|
|
(4.0
|
)%
|
||||||||||
Transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
7.5
|
|
|
(1.8
|
)
|
|
7.5
|
|
|
(9.3
|
)
|
|
(124.0
|
)%
|
||||||||||
Marketing, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
100.5
|
|
|
99.8
|
|
|
100.5
|
|
|
99.8
|
|
|
0.7
|
|
|
0.7
|
%
|
||||||||||
|
|
482.6
|
|
|
474.2
|
|
|
8.4
|
|
|
1.8
|
%
|
|
65.3
|
|
|
98.7
|
|
|
121.7
|
|
|
128.9
|
|
|
669.6
|
|
|
701.8
|
|
|
(32.2
|
)
|
|
(4.6
|
)%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating income before equity in net income from unconsolidated joint ventures
|
|
$
|
619.5
|
|
|
$
|
617.2
|
|
|
$
|
2.3
|
|
|
0.4
|
%
|
|
$
|
96.4
|
|
|
$
|
409.0
|
|
|
$
|
126.0
|
|
|
$
|
136.0
|
|
|
$
|
841.9
|
|
|
$
|
1,162.2
|
|
|
$
|
(320.3
|
)
|
|
(27.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest expense and amortization of deferred financing costs, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(273.6
|
)
|
|
(345.8
|
)
|
|
72.2
|
|
|
(20.9
|
)%
|
||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(403.3
|
)
|
|
(821.0
|
)
|
|
417.7
|
|
|
(50.9
|
)%
|
||||||||||||||||||
Equity in net income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.9
|
|
|
11.9
|
|
|
10.0
|
|
|
84.0
|
%
|
||||||||||||||||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.2
|
|
|
44.0
|
|
|
(27.8
|
)
|
|
(63.2
|
)%
|
||||||||||||||||||
Gain on sale of real estate, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73.2
|
|
|
238.1
|
|
|
(164.9
|
)
|
|
(69.3
|
)%
|
||||||||||||||||||
Depreciable real estate reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(178.5
|
)
|
|
(10.4
|
)
|
|
(168.1
|
)
|
|
1,616.3
|
%
|
||||||||||||||||||
Gain (loss) on sale of investment in marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
(0.1
|
)
|
|
3.4
|
|
|
(3,400.0
|
)%
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
101.1
|
|
|
$
|
278.9
|
|
|
$
|
(177.8
|
)
|
|
(63.8
|
)%
|
(1)
|
Annual initial base rent.
|
(2)
|
Escalated rent is calculated as total annual income less electric charges.
|
(3)
|
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
|
(4)
|
Average starting office rent excluding new tenants replacing vacancies was
$70.21
per rentable square feet for
120,566
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$72.83
per rentable square feet for
217,384
rentable square feet.
|
(5)
|
Average starting office rent excluding new tenants replacing vacancies was
$37.88
per rentable square feet for
25,866
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$35.19
per rentable square feet for
96,688
rentable square feet.
|
|
|
Same-Store
|
|
Acquisition
|
|
Other
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental revenue
|
|
$
|
1,015.3
|
|
|
$
|
996.2
|
|
|
$
|
19.1
|
|
|
1.9
|
%
|
|
$
|
144.9
|
|
|
$
|
46.6
|
|
|
$
|
163.6
|
|
|
$
|
203.2
|
|
|
$
|
1,323.8
|
|
|
$
|
1,246.0
|
|
|
$
|
77.8
|
|
|
6.2
|
%
|
Escalation and reimbursement
|
|
180.2
|
|
|
165.3
|
|
|
14.9
|
|
|
9.0
|
%
|
|
14.8
|
|
|
7.2
|
|
|
1.9
|
|
|
6.0
|
|
|
196.9
|
|
|
178.5
|
|
|
18.4
|
|
|
10.3
|
%
|
||||||||||
Investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
0.1
|
|
|
213.0
|
|
|
181.0
|
|
|
213.0
|
|
|
181.1
|
|
|
31.9
|
|
|
17.6
|
%
|
||||||||||
Other income
|
|
6.9
|
|
|
22.8
|
|
|
(15.9
|
)
|
|
(69.7
|
)%
|
|
1.3
|
|
|
7.0
|
|
|
122.1
|
|
|
27.4
|
|
|
130.3
|
|
|
57.2
|
|
|
73.1
|
|
|
127.8
|
%
|
||||||||||
Total revenues
|
|
1,202.4
|
|
|
1,184.3
|
|
|
18.1
|
|
|
1.5
|
%
|
|
161.0
|
|
|
60.9
|
|
|
500.6
|
|
|
417.6
|
|
|
1,864.0
|
|
|
1,662.8
|
|
|
201.2
|
|
|
12.1
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property operating expenses
|
|
530.1
|
|
|
514.2
|
|
|
15.9
|
|
|
3.1
|
%
|
|
39.4
|
|
|
13.5
|
|
|
25.0
|
|
|
39.5
|
|
|
594.5
|
|
|
567.2
|
|
|
27.3
|
|
|
4.8
|
%
|
||||||||||
Transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
0.6
|
|
|
7.9
|
|
|
6.9
|
|
|
3.5
|
|
|
7.5
|
|
|
11.4
|
|
|
(3.9
|
)
|
|
(34.2
|
)%
|
||||||||||
Marketing, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
99.8
|
|
|
94.9
|
|
|
99.8
|
|
|
94.9
|
|
|
4.9
|
|
|
5.2
|
%
|
||||||||||
|
|
530.1
|
|
|
514.2
|
|
|
15.9
|
|
|
3.1
|
%
|
|
40.0
|
|
|
21.4
|
|
|
131.7
|
|
|
137.9
|
|
|
701.8
|
|
|
673.5
|
|
|
28.3
|
|
|
4.2
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net operating income
|
|
$
|
672.3
|
|
|
$
|
670.1
|
|
|
$
|
2.2
|
|
|
0.3
|
%
|
|
$
|
121.0
|
|
|
$
|
39.5
|
|
|
$
|
368.9
|
|
|
$
|
279.7
|
|
|
$
|
1,162.2
|
|
|
$
|
989.3
|
|
|
$
|
172.9
|
|
|
17.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest expense and amortization of deferred financing costs, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(345.8
|
)
|
|
(351.2
|
)
|
|
5.4
|
|
|
(1.5
|
)%
|
||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(821.0
|
)
|
|
(560.9
|
)
|
|
(260.1
|
)
|
|
46.4
|
%
|
||||||||||||||||||
Equity in net income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.9
|
|
|
13.0
|
|
|
(1.1
|
)
|
|
(8.5
|
)%
|
||||||||||||||||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44.0
|
|
|
15.8
|
|
|
28.2
|
|
|
178.5
|
%
|
||||||||||||||||||
Purchase price fair value adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
40.1
|
|
|
(40.1
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||
Gain on sale of real estate, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
238.1
|
|
|
176.0
|
|
|
62.1
|
|
|
35.3
|
%
|
||||||||||||||||||
Depreciable real estate reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.4
|
)
|
|
(19.2
|
)
|
|
8.8
|
|
|
(45.8
|
)%
|
||||||||||||||||||
Gain on sale of investment in marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
100.0
|
%
|
||||||||||||||||||
Income from continuing operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
278.9
|
|
|
302.9
|
|
|
(24.0
|
)
|
|
(7.9
|
)%
|
||||||||||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||
Gain on sale of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
14.1
|
|
|
(14.1
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
278.9
|
|
|
$
|
317.4
|
|
|
$
|
(38.5
|
)
|
|
(12.1
|
)%
|
|
Useable
SF
|
|
Rentable
SF
|
|
New
Cash
Rent (per
rentable
SF)
(1)
|
|
Prev.
Escalated
Rent (per
rentable
SF)
(2)
|
|
TI/LC
per
rentable
SF
|
|
Free
Rent (in
months)
|
|
Average
Lease
Term (in
years)
|
||||||||||
Manhattan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Space available at beginning of the period
|
1,395,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sold Vacancies
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Properties placed in service
|
235,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Space which became available during the period
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
• Office
|
1,024,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Retail
|
83,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Storage
|
14,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
1,122,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total space available
|
2,753,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Leased space commenced during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Office
(4)
|
1,491,233
|
|
|
1,605,582
|
|
|
$
|
68.68
|
|
|
$
|
60.35
|
|
|
$
|
56.85
|
|
|
7.0
|
|
|
10.5
|
|
• Retail
|
81,648
|
|
|
94,236
|
|
|
$
|
173.91
|
|
|
$
|
167.67
|
|
|
$
|
50.16
|
|
|
5.7
|
|
|
16.3
|
|
• Storage
|
31,422
|
|
|
31,758
|
|
|
$
|
24.01
|
|
|
$
|
25.12
|
|
|
$
|
37.46
|
|
|
14.5
|
|
|
12.4
|
|
Total leased space commenced
|
1,604,303
|
|
|
1,731,576
|
|
|
$
|
73.59
|
|
|
$
|
63.70
|
|
|
$
|
56.13
|
|
|
7.1
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total available space at end of period
|
1,149,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Early renewals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
• Office
|
1,600,623
|
|
|
1,720,763
|
|
|
$
|
73.88
|
|
|
$
|
57.78
|
|
|
$
|
30.47
|
|
|
3.5
|
|
|
10.5
|
|
• Retail
|
100,324
|
|
|
118,695
|
|
|
$
|
105.52
|
|
|
$
|
80.92
|
|
|
$
|
28.43
|
|
|
0.6
|
|
|
14.5
|
|
• Storage
|
13,757
|
|
|
10,496
|
|
|
$
|
20.70
|
|
|
$
|
53.41
|
|
|
$
|
—
|
|
|
0.2
|
|
|
17.7
|
|
Total early renewals
|
1,714,704
|
|
|
1,849,954
|
|
|
$
|
75.60
|
|
|
$
|
59.24
|
|
|
$
|
30.17
|
|
|
3.3
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total commenced leases, including replaced previous vacancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
• Office
|
|
|
3,326,345
|
|
|
$
|
71.37
|
|
|
$
|
58.59
|
|
|
$
|
43.20
|
|
|
5.2
|
|
|
10.5
|
|
|
• Retail
|
|
|
|
212,931
|
|
|
$
|
135.79
|
|
|
$
|
97.03
|
|
|
$
|
38.05
|
|
|
2.9
|
|
|
15.3
|
|
• Storage
|
|
|
|
42,254
|
|
|
$
|
23.19
|
|
|
$
|
46.03
|
|
|
$
|
28.15
|
|
|
10.9
|
|
|
13.8
|
|
Total commenced leases
|
|
|
|
3,581,530
|
|
|
$
|
74.63
|
|
|
$
|
60.62
|
|
|
$
|
42.72
|
|
|
5.1
|
|
|
10.8
|
|
(1)
|
Annual initial base rent.
|
(2)
|
Escalated rent is calculated as total annual income less electric charges.
|
(3)
|
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
|
(4)
|
Average starting office rent excluding new tenants replacing vacancies was $63.17 per rentable square feet for 112,581 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $70.94 per rentable square feet for 154,379 rentable square feet.
|
(5)
|
Average starting office rent excluding new tenants replacing vacancies was $37.65 per rentable square feet for 24,635 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $35.86 per rentable square feet for 63,040 rentable square feet.
|
(1)
|
Cash flow from operations;
|
(2)
|
Cash on hand;
|
(3)
|
Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments;
|
(4)
|
Borrowings under the 2017 credit facility;
|
(5)
|
Other forms of secured or unsecured financing; and
|
(6)
|
Proceeds from common or preferred equity or debt offerings by the Company, the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Property mortgages and other loans
|
$
|
153,593
|
|
|
$
|
42,289
|
|
|
$
|
703,018
|
|
|
$
|
11,656
|
|
|
$
|
208,003
|
|
|
$
|
1,656,623
|
|
|
$
|
2,775,182
|
|
MRA and FHLB facilities
|
90,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,809
|
|
|||||||
Corporate obligations
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
800,000
|
|
|
1,740,000
|
|
|
3,040,000
|
|
|||||||
Joint venture debt-our share
|
200,250
|
|
|
717,682
|
|
|
473,809
|
|
|
449,740
|
|
|
223,330
|
|
|
2,119,481
|
|
|
4,184,292
|
|
|||||||
Total
|
$
|
694,652
|
|
|
$
|
759,971
|
|
|
$
|
1,426,827
|
|
|
$
|
461,396
|
|
|
$
|
1,231,333
|
|
|
$
|
5,516,104
|
|
|
$
|
10,090,283
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
(Decrease)
Increase
|
||||||
Net cash provided by operating activities
|
$
|
548,373
|
|
|
$
|
634,714
|
|
|
$
|
(86,341
|
)
|
Net cash (used in) provided by investing activities
|
$
|
(18,851
|
)
|
|
$
|
2,122,570
|
|
|
$
|
(2,141,421
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(681,077
|
)
|
|
$
|
(2,733,240
|
)
|
|
$
|
2,052,163
|
|
Acquisitions of real estate
|
$
|
24,080
|
|
Capital expenditures and capitalized interest
|
76,697
|
|
|
Escrow cash-capital improvements/acquisition deposits/deferred purchase price
|
(95,873
|
)
|
|
Joint venture investments
|
(304,793
|
)
|
|
Distributions from joint ventures
|
123,534
|
|
|
Proceeds from sales of real estate/partial interest in property
|
(1,830,037
|
)
|
|
Debt and preferred equity and other investments
|
(135,029
|
)
|
|
Increase in net cash used in investing activities
|
$
|
(2,141,421
|
)
|
Proceeds from our debt obligations
|
$
|
1,921,465
|
|
Repayments of our debt obligations
|
977,665
|
|
|
Net distribution to noncontrolling interests
|
(4,706
|
)
|
|
Other financing activities
|
(27,947
|
)
|
|
Proceeds from stock options exercised and DRSPP issuance
|
8,428
|
|
|
Proceeds from sale of common stock
|
—
|
|
|
Repurchase of common stock
|
(806,302
|
)
|
|
Redemption of preferred stock
|
3,024
|
|
|
Dividends and distributions paid
|
(19,464
|
)
|
|
Increase in net cash provided by financing activities
|
$
|
2,052,163
|
|
Period
|
Number of shares purchased
|
Average price paid per share
|
Cumulative number of shares purchased as part of the repurchase plan or programs
|
Maximum approximate dollar value of shares that may yet be purchased under the plan (in millions)
(1)
|
First quarter 2017
|
63,812
|
$103.84
|
63,812
|
$1,493.4
|
Second quarter 2017
|
2,384,323
|
$103.40
|
2,448,135
|
$1,246.8
|
Third quarter 2017
|
951,866
|
$101.67
|
3,400,001
|
$1,150.0
|
Fourth quarter 2017
(2)
|
4,942,410
|
$100.76
|
8,342,411
|
$652.0
|
(1)
|
Reflective of
$1.5 billion
plan maximum as of
December 31, 2017
.
|
(2)
|
Includes
413,700
shares of common stock repurchased by the Company in December 2017 that were settled in January 2018.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Common Stock Shares Issued
|
2,141
|
|
|
2,687
|
|
|
775,760
|
|
|||
Dividend reinvestments/stock purchases under the DRSPP
|
$
|
223
|
|
|
$
|
277
|
|
|
$
|
99,555
|
|
|
December 31,
|
||||||
Debt Summary:
|
2017
|
|
2016
|
||||
Balance
|
|
|
|
||||
Fixed rate
|
$
|
3,805,165
|
|
|
$
|
4,094,390
|
|
Variable rate—hedged
|
500,000
|
|
|
1,357,694
|
|
||
Total fixed rate
|
4,305,165
|
|
|
5,452,084
|
|
||
Total variable rate
|
1,605,431
|
|
|
1,105,585
|
|
||
Total debt
|
$
|
5,910,596
|
|
|
$
|
6,557,669
|
|
|
|
|
|
||||
Debt, preferred equity, and other investments subject to variable rate
|
1,325,166
|
|
|
1,359,744
|
|
||
Net exposure to variable rate debt
|
280,265
|
|
|
(254,159
|
)
|
||
|
|
|
|
||||
Percent of Total Debt
:
|
|
|
|
||||
Fixed rate
|
72.8
|
%
|
|
83.1
|
%
|
||
Variable rate
|
27.2
|
%
|
|
16.9
|
%
|
||
Total
|
100.0
|
%
|
|
100.0
|
%
|
||
Effective Interest Rate for the Year:
|
|
|
|
||||
Fixed rate
|
4.31
|
%
|
|
4.35
|
%
|
||
Variable rate
|
2.76
|
%
|
|
2.10
|
%
|
||
Effective interest rate
|
4.00
|
%
|
|
3.82
|
%
|
Issuance
|
|
December 31,
2017
Unpaid
Principal
Balance
|
|
December 31,
2017
Accreted
Balance
|
|
December 31,
2016
Accreted
Balance
|
|
Coupon
Rate
(1)
|
|
Initial Term
(in Years)
|
|
Maturity Date
|
|||||||
August 5, 2011
(2)
|
|
$
|
250,000
|
|
|
$
|
249,953
|
|
|
$
|
249,880
|
|
|
5.00
|
%
|
|
7
|
|
August 2018
|
March 16, 2010
(2)
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
7.75
|
%
|
|
10
|
|
March 2020
|
|||
October 5, 2017
(3)
|
|
500,000
|
|
|
499,489
|
|
|
—
|
|
|
3.25
|
%
|
|
5
|
|
October 2022
|
|||
November 15, 2012
(4)
|
|
300,000
|
|
|
305,163
|
|
|
200,000
|
|
|
4.50
|
%
|
|
10
|
|
December 2022
|
|||
December 17, 2015
(2)
|
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|
4.27
|
%
|
|
10
|
|
December 2025
|
|||
October 12, 2010
(5)
|
|
—
|
|
|
—
|
|
|
334,077
|
|
|
|
|
|
|
|
||||
|
|
$
|
1,400,000
|
|
|
$
|
1,404,605
|
|
|
$
|
1,133,957
|
|
|
|
|
|
|
|
|
Deferred financing costs, net
|
|
|
|
(8,666
|
)
|
|
(5,642
|
)
|
|
|
|
|
|
|
|||||
|
|
$
|
1,400,000
|
|
|
$
|
1,395,939
|
|
|
$
|
1,128,315
|
|
|
|
|
|
|
|
(1)
|
Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.
|
(2)
|
Issued by the Company, the Operating Partnership and ROP, as co-obligors.
|
(3)
|
Issued by the Operating Partnership with the Company and ROP as guarantors.
|
(4)
|
In October 2017, the Company, the Operating Partnership and ROP, as co-obligors, issued an additional
$100.0 million
of
4.50%
senior unsecured notes due December 2022. The notes were priced at
105.334%
.
|
(5)
|
In accordance with the terms of the indenture, the notes became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for
$350.8 million
, excluding accrued interest based on the applicable exchange rate.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Property mortgages and other loans
|
$
|
153,593
|
|
|
$
|
42,289
|
|
|
$
|
703,018
|
|
|
$
|
11,656
|
|
|
$
|
208,003
|
|
|
$
|
1,656,623
|
|
|
$
|
2,775,182
|
|
MRA facilities
|
90,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,809
|
|
|||||||
Revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|
40,000
|
|
|||||||
Unsecured term loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500,000
|
|
|
1,500,000
|
|
|||||||
Senior unsecured notes
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
800,000
|
|
|
100,000
|
|
|
1,400,000
|
|
|||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
100,000
|
|
|||||||
Capital lease
|
2,387
|
|
|
2,411
|
|
|
2,620
|
|
|
2,794
|
|
|
2,794
|
|
|
819,894
|
|
|
832,900
|
|
|||||||
Ground leases
|
31,049
|
|
|
31,066
|
|
|
31,436
|
|
|
31,628
|
|
|
29,472
|
|
|
703,254
|
|
|
857,905
|
|
|||||||
Estimated interest expense
|
226,815
|
|
|
218,019
|
|
|
184,376
|
|
|
163,648
|
|
|
155,398
|
|
|
281,694
|
|
|
1,229,950
|
|
|||||||
Joint venture debt
|
200,250
|
|
|
717,682
|
|
|
473,809
|
|
|
449,740
|
|
|
223,330
|
|
|
2,119,481
|
|
|
4,184,292
|
|
|||||||
Total
|
$
|
954,903
|
|
|
$
|
1,011,467
|
|
|
$
|
1,645,259
|
|
|
$
|
659,466
|
|
|
$
|
1,418,997
|
|
|
$
|
7,320,946
|
|
|
$
|
13,011,038
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to SL Green common stockholders
|
$
|
86,424
|
|
|
$
|
234,946
|
|
|
$
|
269,132
|
|
Add:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
403,320
|
|
|
821,041
|
|
|
560,887
|
|
|||
Joint venture depreciation and noncontrolling interest adjustments
|
102,334
|
|
|
69,853
|
|
|
34,226
|
|
|||
Net (loss) income attributable to noncontrolling interests
|
(11,706
|
)
|
|
17,780
|
|
|
26,408
|
|
|||
Less:
|
|
|
|
|
|
||||||
Gain on sale of real estate and discontinued operations
|
73,241
|
|
|
238,116
|
|
|
190,096
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|||
Purchase price fair value adjustment
|
—
|
|
|
—
|
|
|
40,078
|
|
|||
Depreciable real estate reserves
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|||
Depreciation on non-rental real estate assets
|
2,191
|
|
|
2,027
|
|
|
2,036
|
|
|||
Funds from Operations attributable to SL Green common stockholders and noncontrolling interests
|
$
|
667,294
|
|
|
$
|
869,855
|
|
|
$
|
661,825
|
|
Cash flows provided by operating activities
|
$
|
548,373
|
|
|
$
|
634,714
|
|
|
$
|
526,484
|
|
Cash flows (used in) provided by investing activities
|
$
|
(18,851
|
)
|
|
$
|
2,122,570
|
|
|
$
|
(2,265,911
|
)
|
Cash flows (used in) provided by financing activities
|
$
|
(681,077
|
)
|
|
$
|
(2,733,240
|
)
|
|
$
|
1,713,417
|
|
•
|
the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
|
•
|
dependence upon certain geographic markets;
|
•
|
risks of real estate acquisitions, dispositions, developments and redevelopment, including the cost of construction delays and cost overruns;
|
•
|
risks relating to debt and preferred equity investments;
|
•
|
availability and creditworthiness of prospective tenants and borrowers;
|
•
|
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
|
•
|
adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
|
•
|
availability of capital (debt and equity);
|
•
|
unanticipated increases in financing and other costs, including a rise in interest rates;
|
•
|
our ability to comply with financial covenants in our debt instruments;
|
•
|
our ability to maintain its status as a REIT;
|
•
|
risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;
|
•
|
the threat of terrorist attacks;
|
•
|
our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and,
|
•
|
legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.
|
|
Long-Term Debt
|
|
Debt and Preferred
Equity Investments
(1)
|
|
|||||||||||||||||
|
Fixed
Rate
|
|
Average
Interest
Rate
|
|
Variable
Rate
|
|
Average
Interest
Rate
|
|
Amount
|
|
Weighted
Yield
|
|
|||||||||
2018
|
$
|
303,971
|
|
|
4.45
|
%
|
|
$
|
190,431
|
|
|
3.12
|
%
|
|
$
|
315,802
|
|
|
10.44
|
%
|
(2)
|
2019
|
42,289
|
|
|
4.42
|
%
|
|
—
|
|
|
3.42
|
%
|
|
456,524
|
|
|
9.29
|
%
|
|
|||
2020
|
678,018
|
|
|
4.11
|
%
|
|
275,000
|
|
|
3.49
|
%
|
|
156,072
|
|
|
9.83
|
%
|
|
|||
2021
|
11,656
|
|
|
3.99
|
%
|
|
—
|
|
|
3.49
|
%
|
|
532,558
|
|
|
8.71
|
%
|
|
|||
2022
|
1,008,003
|
|
|
4.00
|
%
|
|
—
|
|
|
3.63
|
%
|
|
527,204
|
|
|
9.24
|
%
|
|
|||
Thereafter
|
2,256,623
|
|
|
4.26
|
%
|
|
1,140,000
|
|
|
4.14
|
%
|
|
125,881
|
|
|
8.31
|
%
|
|
|||
Total
|
$
|
4,300,560
|
|
|
4.22
|
%
|
|
$
|
1,605,431
|
|
|
3.42
|
%
|
|
$
|
2,114,041
|
|
|
9.13
|
%
|
(2)
|
Fair Value
|
$
|
4,421,866
|
|
|
|
|
$
|
1,612,224
|
|
|
|
|
|
|
|
|
(1)
|
Our debt and preferred equity investments had an estimated fair value ranging between
$2.1 billion
and
$2.3 billion
at
December 31, 2017
.
|
(2)
|
Excludes loans secured by the leasehold interest in 2 Herald Square which were in maturity default at the time of acquisition in April and May 2017. The loans were put on non-accrual in August 2017 when one of the investors in the borrower did not repay the loan notwithstanding the approval to do so rendered by a court in a litigation separate from the foreclosure. No impairment was recorded as the Company believes that the fair value of the property exceeds the carrying amount of the loans. The loans had an outstanding balance including accrued interest of $259.3 million at the time that they were put on non accrual status.
|
|
Long Term Debt
|
||||||||||||
|
Fixed
Rate
|
|
Average
Interest
Rate
|
|
Variable
Rate
|
|
Average
Interest
Rate
|
||||||
2018
|
$
|
12,491
|
|
|
4.04
|
%
|
|
$
|
187,759
|
|
|
3.74
|
%
|
2019
|
108,642
|
|
|
4.04
|
%
|
|
609,040
|
|
|
4.21
|
%
|
||
2020
|
13,584
|
|
|
4.04
|
%
|
|
460,225
|
|
|
4.63
|
%
|
||
2021
|
14,150
|
|
|
4.04
|
%
|
|
435,590
|
|
|
4.93
|
%
|
||
2022
|
223,299
|
|
|
3.99
|
%
|
|
31
|
|
|
5.00
|
%
|
||
Thereafter
|
2,009,097
|
|
|
3.88
|
%
|
|
110,384
|
|
|
4.63
|
%
|
||
Total
|
$
|
2,381,263
|
|
|
4.03
|
%
|
|
$
|
1,803,029
|
|
|
4.25
|
%
|
Fair Value
|
$
|
2,344,362
|
|
|
|
|
$
|
1,827,427
|
|
|
|
|
|
Asset
Hedged
|
|
Benchmark
Rate
|
|
Notional
Value
|
|
Strike
Rate
|
|
Effective
Date
|
|
Expiration
Date
|
|
Fair
Value
|
|||||
Interest Rate Swap
|
Credit Facility
|
|
LIBOR
|
|
$
|
200,000
|
|
|
1.131
|
%
|
|
July 2016
|
|
July 2023
|
|
$
|
10,747
|
|
Interest Rate Swap
|
Credit Facility
|
|
LIBOR
|
|
100,000
|
|
|
1.161
|
%
|
|
July 2016
|
|
July 2023
|
|
5,217
|
|
||
Interest Rate Swap
|
Mortgage
|
|
LIBOR
|
|
21,394
|
|
|
12.000
|
%
|
|
January 2017
|
|
January 2019
|
|
167
|
|
||
Interest Rate Cap
|
Mortgage
|
|
LIBOR
|
|
137,500
|
|
|
4.000
|
%
|
|
September 2017
|
|
September 2019
|
|
2
|
|
||
Interest Rate Swap
|
Credit Facility
|
|
LIBOR
|
|
100,000
|
|
|
1.928
|
%
|
|
December 2017
|
|
November 2020
|
|
288
|
|
||
Interest Rate Swap
|
Credit Facility
|
|
LIBOR
|
|
100,000
|
|
|
1.934
|
%
|
|
December 2017
|
|
November 2020
|
|
271
|
|
||
Total Consolidated Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,692
|
|
|
|
FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Equity for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Capital for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
Schedules
|
|
Schedule II-Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015
|
|
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Commercial real estate properties, at cost:
|
|
|
|
||||
Land and land interests
|
$
|
2,357,051
|
|
|
$
|
3,309,710
|
|
Building and improvements
|
6,351,012
|
|
|
7,948,852
|
|
||
Building leasehold and improvements
|
1,450,614
|
|
|
1,437,325
|
|
||
Properties under capital lease
|
47,445
|
|
|
47,445
|
|
||
|
10,206,122
|
|
|
12,743,332
|
|
||
Less: accumulated depreciation
|
(2,300,116
|
)
|
|
(2,264,694
|
)
|
||
|
7,906,006
|
|
|
10,478,638
|
|
||
Assets held for sale
|
338,354
|
|
|
—
|
|
||
Cash and cash equivalents
|
127,888
|
|
|
279,443
|
|
||
Restricted cash
|
122,138
|
|
|
90,524
|
|
||
Investments in marketable securities
|
28,579
|
|
|
85,110
|
|
||
Tenant and other receivables, net of allowance of $18,637 and $16,592 in 2017 and 2016, respectively
|
57,644
|
|
|
53,772
|
|
||
Related party receivables
|
23,039
|
|
|
15,856
|
|
||
Deferred rents receivable, net of allowance of $17,207 and $25,203 in 2017 and 2016, respectively
|
365,337
|
|
|
442,179
|
|
||
Debt and preferred equity investments, net of discounts and deferred origination fees of $25,507 and $16,705 in 2017 and 2016, respectively
|
2,114,041
|
|
|
1,640,412
|
|
||
Investments in unconsolidated joint ventures
|
2,362,989
|
|
|
1,890,186
|
|
||
Deferred costs, net
|
226,201
|
|
|
267,600
|
|
||
Other assets
|
310,688
|
|
|
614,067
|
|
||
Total assets
(1)
|
$
|
13,982,904
|
|
|
$
|
15,857,787
|
|
Liabilities
|
|
|
|
||||
Mortgages and other loans payable, net
|
$
|
2,837,282
|
|
|
$
|
4,073,830
|
|
Revolving credit facility, net
|
30,336
|
|
|
—
|
|
||
Unsecured term loans, net
|
1,491,575
|
|
|
1,179,521
|
|
||
Unsecured notes, net
|
1,395,939
|
|
|
1,128,315
|
|
||
Accrued interest payable
|
38,142
|
|
|
36,052
|
|
||
Other liabilities
|
188,005
|
|
|
206,238
|
|
||
Accounts payable and accrued expenses
|
137,142
|
|
|
190,583
|
|
||
Deferred revenue
|
208,119
|
|
|
217,955
|
|
||
Capital lease obligations
|
42,843
|
|
|
42,132
|
|
||
Deferred land leases payable
|
3,239
|
|
|
2,583
|
|
||
Dividend and distributions payable
|
85,138
|
|
|
87,271
|
|
||
Security deposits
|
67,927
|
|
|
66,504
|
|
||
Liabilities related to assets held for sale
|
4,074
|
|
|
—
|
|
||
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities
|
100,000
|
|
|
100,000
|
|
||
Total liabilities
(1)
|
6,629,761
|
|
|
7,330,984
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Noncontrolling interests in Operating Partnership
|
461,954
|
|
|
473,882
|
|
||
Preferred units
|
301,735
|
|
|
302,010
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Equity
|
|
|
|
||||
SL Green stockholders' equity:
|
|
|
|
||||
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both December 31, 2017 and 2016
|
221,932
|
|
|
221,932
|
|
||
Common stock, $0.01 par value, 160,000 shares authorized and 93,858 and 101,617 issued and outstanding at December 31, 2017 and 2016, respectively (including 1,055 and 1,055 shares held in treasury at December 31, 2017 and 2016, respectively)
|
939
|
|
|
1,017
|
|
||
Additional paid-in-capital
|
4,968,338
|
|
|
5,624,545
|
|
||
Treasury stock at cost
|
(124,049
|
)
|
|
(124,049
|
)
|
||
Accumulated other comprehensive income
|
18,604
|
|
|
22,137
|
|
||
Retained earnings
|
1,139,329
|
|
|
1,578,893
|
|
||
Total SL Green stockholders' equity
|
6,225,093
|
|
|
7,324,475
|
|
||
Noncontrolling interests in other partnerships
|
364,361
|
|
|
426,436
|
|
||
Total equity
|
6,589,454
|
|
|
7,750,911
|
|
||
Total liabilities and equity
|
$
|
13,982,904
|
|
|
$
|
15,857,787
|
|
|
|
|
|
||||
(1)
The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $398.0 million and $412.3 million of land, $1.4 billion and $1.5 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $330.9 million and $327.2 million of accumulated depreciation, $221.0 million and $226.8 million of other assets included in other line items, $628.9 million and $621.8 million of real estate debt, net, $2.5 million and $2.2 million of accrued interest payable, $42.8 million and $42.1 million of capital lease obligations, and $56.8 million and $72.2 million of other liabilities included in other line items as of December 31, 2017 and December 31, 2016, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Rental revenue, net
|
|
$
|
1,100,993
|
|
|
$
|
1,323,767
|
|
|
$
|
1,245,981
|
|
Escalation and reimbursement
|
|
172,939
|
|
|
196,858
|
|
|
178,512
|
|
|||
Investment income
|
|
193,871
|
|
|
213,008
|
|
|
181,128
|
|
|||
Other income
|
|
43,670
|
|
|
130,348
|
|
|
57,208
|
|
|||
Total revenues
|
|
1,511,473
|
|
|
1,863,981
|
|
|
1,662,829
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Operating expenses, including $21,400 in 2017, $21,890 in 2016, $20,071 in 2015 of related party expenses
|
|
293,364
|
|
|
312,859
|
|
|
301,624
|
|
|||
Real estate taxes
|
|
244,323
|
|
|
248,388
|
|
|
232,702
|
|
|||
Ground rent
|
|
33,231
|
|
|
33,261
|
|
|
32,834
|
|
|||
Interest expense, net of interest income
|
|
257,045
|
|
|
321,199
|
|
|
323,870
|
|
|||
Amortization of deferred financing costs
|
|
16,498
|
|
|
24,564
|
|
|
27,348
|
|
|||
Depreciation and amortization
|
|
403,320
|
|
|
821,041
|
|
|
560,887
|
|
|||
Transaction related costs
|
|
(1,834
|
)
|
|
7,528
|
|
|
11,430
|
|
|||
Marketing, general and administrative
|
|
100,498
|
|
|
99,759
|
|
|
94,873
|
|
|||
Total expenses
|
|
1,346,445
|
|
|
1,868,599
|
|
|
1,585,568
|
|
|||
Income (loss) from continuing operations before equity in net income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, gain on sale of real estate, depreciable real estate reserves, gain (loss) on sale of marketable securities and loss on early extinguishment of debt
|
|
165,028
|
|
|
(4,618
|
)
|
|
77,261
|
|
|||
Equity in net income from unconsolidated joint ventures
|
|
21,892
|
|
|
11,874
|
|
|
13,028
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|||
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
40,078
|
|
|||
Gain on sale of real estate, net
|
|
73,241
|
|
|
238,116
|
|
|
175,974
|
|
|||
Depreciable real estate reserves
|
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|||
Gain (loss) on sale of investment in marketable securities
|
|
3,262
|
|
|
(83
|
)
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||
Income from continuing operations
|
|
101,069
|
|
|
278,911
|
|
|
302,910
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
427
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
14,122
|
|
|||
Net income
|
|
101,069
|
|
|
278,911
|
|
|
317,459
|
|
|||
Net (income) loss attributable to noncontrolling interests:
|
|
|
|
|
|
|
||||||
Noncontrolling interests in the Operating Partnership
|
|
(3,995
|
)
|
|
(10,136
|
)
|
|
(10,565
|
)
|
|||
Noncontrolling interests in other partnerships
|
|
15,701
|
|
|
(7,644
|
)
|
|
(15,843
|
)
|
|||
Preferred units distributions
|
|
(11,401
|
)
|
|
(11,235
|
)
|
|
(6,967
|
)
|
|||
Net income attributable to SL Green
|
|
101,374
|
|
|
249,896
|
|
|
284,084
|
|
|||
Preferred stock redemption costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Perpetual preferred stock dividends
|
|
(14,950
|
)
|
|
(14,950
|
)
|
|
(14,952
|
)
|
|||
Net income attributable to SL Green common stockholders
|
|
$
|
86,424
|
|
|
$
|
234,946
|
|
|
$
|
269,132
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Amounts attributable to SL Green common stockholders:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations
|
|
$
|
171,600
|
|
|
$
|
(25,552
|
)
|
|
$
|
50,502
|
|
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
38,563
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
15,452
|
|
|
42,189
|
|
|
15,245
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
411
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
13,588
|
|
|||
Gain on sale of real estate, net
|
|
70,005
|
|
|
228,266
|
|
|
169,322
|
|
|||
Depreciable real estate reserves
|
|
(170,633
|
)
|
|
(9,957
|
)
|
|
(18,499
|
)
|
|||
Net income attributable to SL Green common stockholders
|
|
$
|
86,424
|
|
|
$
|
234,946
|
|
|
$
|
269,132
|
|
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations
|
|
$
|
1.74
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.51
|
|
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
0.39
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
0.16
|
|
|
0.42
|
|
|
0.15
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
0.14
|
|
|||
Gain on sale of real estate, net
|
|
0.71
|
|
|
2.29
|
|
|
1.71
|
|
|||
Depreciable real estate reserves
|
|
(1.73
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
|||
Net income attributable to SL Green common stockholders
|
|
$
|
0.88
|
|
|
$
|
2.35
|
|
|
$
|
2.71
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations
|
|
$
|
1.74
|
|
|
$
|
(0.25
|
)
|
|
$
|
0.51
|
|
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
0.39
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
0.16
|
|
|
0.42
|
|
|
0.15
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
0.14
|
|
|||
Gain on sale of real estate, net
|
|
0.71
|
|
|
2.27
|
|
|
1.70
|
|
|||
Depreciable real estate reserves
|
|
(1.74
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
|||
Net income attributable to SL Green common stockholders
|
|
$
|
0.87
|
|
|
$
|
2.34
|
|
|
$
|
2.70
|
|
Basic weighted average common shares outstanding
|
|
98,571
|
|
|
100,185
|
|
|
99,345
|
|
|||
Diluted weighted average common shares and common share equivalents outstanding
|
|
103,403
|
|
|
104,881
|
|
|
103,734
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
101,069
|
|
|
$
|
278,911
|
|
|
$
|
317,459
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Change in net unrealized gain (loss) on derivative instruments, including SL Green's share of joint venture net unrealized gain (loss) on derivative instruments
|
1,040
|
|
|
28,508
|
|
|
(1,229
|
)
|
|||
Change in unrealized gain on marketable securities
|
(4,667
|
)
|
|
3,677
|
|
|
(607
|
)
|
|||
Other comprehensive (loss) income
|
(3,627
|
)
|
|
32,185
|
|
|
(1,836
|
)
|
|||
Comprehensive income
|
97,442
|
|
|
311,096
|
|
|
315,623
|
|
|||
Net loss (income) attributable to noncontrolling interests and preferred units distributions
|
305
|
|
|
(29,015
|
)
|
|
(33,375
|
)
|
|||
Other comprehensive income (loss) attributable to noncontrolling interests
|
94
|
|
|
(1,299
|
)
|
|
67
|
|
|||
Comprehensive income attributable to SL Green
|
$
|
97,841
|
|
|
$
|
280,782
|
|
|
$
|
282,315
|
|
|
SL Green Realty Corp. Stockholders
|
|
|
||||||||||||||||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Series I
Preferred
Stock
|
|
Shares
|
|
Par
Value
|
|
Additional
Paid-
In-Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2014
|
|
$
|
221,932
|
|
|
97,325
|
|
|
$
|
974
|
|
|
$
|
5,113,759
|
|
|
$
|
—
|
|
|
$
|
(6,980
|
)
|
|
$
|
1,607,689
|
|
|
$
|
521,842
|
|
|
$
|
7,459,216
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284,084
|
|
|
15,843
|
|
|
299,927
|
|
||||||||||||||
Acquisition of subsidiary interest from noncontrolling interest
|
|
|
|
|
|
|
|
(9,566
|
)
|
|
|
|
|
|
|
|
(11,084
|
)
|
|
(20,650
|
)
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(1,769
|
)
|
|
|
|
|
|
(1,769
|
)
|
|||||||||||||||
Preferred dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,952
|
)
|
|
|
|
(14,952
|
)
|
|||||||||||||||
DRSPP proceeds
|
|
|
|
776
|
|
|
8
|
|
|
99,547
|
|
|
|
|
|
|
|
|
|
|
99,555
|
|
|||||||||||||
Conversion of units of the Operating Partnership to common stock
|
|
|
|
483
|
|
|
5
|
|
|
55,692
|
|
|
|
|
|
|
|
|
|
|
55,697
|
|
|||||||||||||
Reallocation of noncontrolling interest in the Operating Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,915
|
|
|
|
|
20,915
|
|
|||||||||||||||
Reallocation of capital account relating to sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,143
|
)
|
|
(10,143
|
)
|
|||||||||||||||
Deferred compensation plan and stock award, net
|
|
|
|
168
|
|
|
2
|
|
|
243
|
|
|
|
|
|
|
(3,227
|
)
|
|
|
|
(2,982
|
)
|
||||||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
|
|
26,721
|
|
|
|
|
|
|
|
|
|
|
26,721
|
|
|||||||||||||||
Issuance of common stock
|
|
|
|
1,007
|
|
|
10
|
|
|
136,979
|
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
126,989
|
|
||||||||||||
Proceeds from stock options exercised
|
|
|
|
217
|
|
|
2
|
|
|
16,360
|
|
|
|
|
|
|
|
|
|
|
16,362
|
|
|||||||||||||
Contributions to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,178
|
|
|
35,178
|
|
|||||||||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119,784
|
)
|
|
(119,784
|
)
|
|||||||||||||||
Cash distributions declared ($2.52 per common share, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(250,963
|
)
|
|
|
|
(250,963
|
)
|
|||||||||||||||
Balance at December 31, 2015
|
|
221,932
|
|
|
99,976
|
|
|
1,001
|
|
|
5,439,735
|
|
|
(10,000
|
)
|
|
(8,749
|
)
|
|
1,643,546
|
|
|
431,852
|
|
|
7,719,317
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249,896
|
|
|
7,644
|
|
|
257,540
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
30,886
|
|
|
|
|
|
|
30,886
|
|
|||||||||||||||
Preferred dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,950
|
)
|
|
|
|
(14,950
|
)
|
|||||||||||||||
DRSPP proceeds
|
|
|
|
2
|
|
|
|
|
|
277
|
|
|
|
|
|
|
|
|
|
|
277
|
|
|||||||||||||
Conversion of units of the Operating Partnership to common stock
|
|
|
|
295
|
|
|
3
|
|
|
31,803
|
|
|
|
|
|
|
|
|
|
|
31,806
|
|
|||||||||||||
Reallocation of noncontrolling interest in the Operating Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,222
|
)
|
|
|
|
(4,222
|
)
|
|||||||||||||||
Deferred compensation plan and stock award, net
|
|
|
|
96
|
|
|
1
|
|
|
(1,989
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,988
|
)
|
||||||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
|
|
25,890
|
|
|
|
|
|
|
|
|
|
|
25,890
|
|
|||||||||||||||
Issuance of common stock
|
|
|
|
|
|
|
10
|
|
|
113,999
|
|
|
(114,049
|
)
|
|
|
|
|
|
|
|
(40
|
)
|
||||||||||||
Proceeds from stock options exercised
|
|
|
|
193
|
|
|
2
|
|
|
14,830
|
|
|
|
|
|
|
|
|
|
|
14,832
|
|
|||||||||||||
Contributions to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,359
|
|
|
2,359
|
|
|||||||||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,419
|
)
|
|
(15,419
|
)
|
|||||||||||||||
Cash distributions declared ($2.94 per common share, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(295,377
|
)
|
|
|
|
(295,377
|
)
|
|||||||||||||||
Balance at December 31, 2016
|
|
221,932
|
|
|
100,562
|
|
|
1,017
|
|
|
5,624,545
|
|
|
$
|
(124,049
|
)
|
|
$
|
22,137
|
|
|
1,578,893
|
|
|
426,436
|
|
|
7,750,911
|
|
|
SL Green Realty Corp. Stockholders
|
|
|
||||||||||||||||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Series I
Preferred
Stock
|
|
Shares
|
|
Par
Value
|
|
Additional
Paid-
In-Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,374
|
|
|
(15,701
|
)
|
|
85,673
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(3,533
|
)
|
|
|
|
|
|
|
(3,533
|
)
|
||||||||||||||
Preferred dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,950
|
)
|
|
|
|
(14,950
|
)
|
|||||||||||||||
DRSPP proceeds
|
|
|
|
2
|
|
|
|
|
223
|
|
|
|
|
|
|
|
|
|
|
223
|
|
||||||||||||||
Conversion of units of the Operating Partnership to common stock
|
|
|
|
202
|
|
|
2
|
|
|
21,572
|
|
|
|
|
|
|
|
|
|
|
21,574
|
|
|||||||||||||
Reallocation of noncontrolling interest in the Operating Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,712
|
|
|
|
|
5,712
|
|
|||||||||||||||
Equity component of repurchased exchangeable senior notes
|
|
|
|
|
|
|
|
(109,776
|
)
|
|
|
|
|
|
|
|
|
|
(109,776
|
)
|
|||||||||||||||
Deferred compensation plan and stock award, net
|
|
|
|
87
|
|
|
1
|
|
|
(2,375
|
)
|
|
|
|
|
|
|
|
|
|
(2,374
|
)
|
|||||||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
|
|
32,161
|
|
|
|
|
|
|
|
|
|
|
32,161
|
|
|||||||||||||||
Repurchases of common stock
|
|
|
|
(8,342
|
)
|
|
(83
|
)
|
|
(621,324
|
)
|
|
|
|
|
|
(226,641
|
)
|
|
|
|
(848,048
|
)
|
||||||||||||
Proceeds from stock options exercised
|
|
|
|
292
|
|
|
2
|
|
|
23,312
|
|
|
|
|
|
|
|
|
|
|
23,314
|
|
|||||||||||||
Contributions to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,275
|
|
|
36,275
|
|
|||||||||||||||
Deconsolidation of partially owned entity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,203
|
)
|
|
(30,203
|
)
|
|||||||||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(52,446
|
)
|
|
(52,446
|
)
|
|||||||||||||||
Cash distributions declared ($3.1375 per common share, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(305,059
|
)
|
|
|
|
(305,059
|
)
|
|||||||||||||||
Balance at December 31, 2017
|
|
$
|
221,932
|
|
|
92,803
|
|
|
$
|
939
|
|
|
$
|
4,968,338
|
|
|
$
|
(124,049
|
)
|
|
$
|
18,604
|
|
|
$
|
1,139,329
|
|
|
$
|
364,361
|
|
|
$
|
6,589,454
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
101,069
|
|
|
$
|
278,911
|
|
|
$
|
317,459
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
419,818
|
|
|
845,605
|
|
|
588,238
|
|
|||
Equity in net income from unconsolidated joint ventures
|
(21,892
|
)
|
|
(11,874
|
)
|
|
(13,028
|
)
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
20,309
|
|
|
24,337
|
|
|
40,759
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate
|
(16,166
|
)
|
|
(44,009
|
)
|
|
(15,844
|
)
|
|||
Purchase price fair value adjustment
|
—
|
|
|
—
|
|
|
(40,078
|
)
|
|||
Depreciable real estate reserves
|
178,520
|
|
|
10,387
|
|
|
19,226
|
|
|||
Gain on sale of real estate, net
|
(73,241
|
)
|
|
(238,116
|
)
|
|
(175,974
|
)
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
(14,122
|
)
|
|||
(Gain) loss on sale of investments in marketable securities
|
(3,262
|
)
|
|
83
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
49
|
|
|||
Deferred rents receivable
|
(38,009
|
)
|
|
26,716
|
|
|
(136,924
|
)
|
|||
Other non-cash adjustments
(1)
|
17,196
|
|
|
(150,913
|
)
|
|
(20,671
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash—operations
|
7,147
|
|
|
(10,811
|
)
|
|
11,289
|
|
|||
Tenant and other receivables
|
(5,717
|
)
|
|
4,780
|
|
|
(6,405
|
)
|
|||
Related party receivables
|
(7,209
|
)
|
|
(5,183
|
)
|
|
1,278
|
|
|||
Deferred lease costs
|
(41,939
|
)
|
|
(70,707
|
)
|
|
(61,005
|
)
|
|||
Other assets
|
(23,068
|
)
|
|
9,899
|
|
|
18,501
|
|
|||
Accounts payable, accrued expenses and other liabilities and security deposits
|
(11,790
|
)
|
|
(35,628
|
)
|
|
8,634
|
|
|||
Deferred revenue and land leases payable
|
46,607
|
|
|
1,237
|
|
|
5,102
|
|
|||
Net cash provided by operating activities
|
548,373
|
|
|
634,714
|
|
|
526,484
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Acquisitions of real estate property
|
(13,680
|
)
|
|
(37,760
|
)
|
|
(2,653,311
|
)
|
|||
Additions to land, buildings and improvements
|
(335,253
|
)
|
|
(411,950
|
)
|
|
(406,442
|
)
|
|||
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price
|
(3,499
|
)
|
|
92,374
|
|
|
(101,000
|
)
|
|||
Investments in unconsolidated joint ventures
|
(389,249
|
)
|
|
(84,456
|
)
|
|
(161,712
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
319,745
|
|
|
196,211
|
|
|
98,639
|
|
|||
Proceeds from disposition of real estate/joint venture interest
|
639,682
|
|
|
2,469,719
|
|
|
1,216,785
|
|
|||
Proceeds from sale of marketable securities
|
55,129
|
|
|
6,965
|
|
|
1,426
|
|
|||
Purchases of marketable securities
|
—
|
|
|
(43,341
|
)
|
|
(7,769
|
)
|
|||
Other investments
|
25,330
|
|
|
7,704
|
|
|
(15,806
|
)
|
|||
Origination of debt and preferred equity investments
|
(1,129,970
|
)
|
|
(977,413
|
)
|
|
(756,939
|
)
|
|||
Repayments or redemption of debt and preferred equity investments
|
812,914
|
|
|
904,517
|
|
|
520,218
|
|
|||
Net cash (used in) provided by investing activities
|
(18,851
|
)
|
|
2,122,570
|
|
|
(2,265,911
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Contribution to consolidated joint venture by noncontrolling interest
|
—
|
|
|
—
|
|
|
22,504
|
|
|||
Share repurchase payable
|
41,746
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
(1) $366.6 million of the 2017 amount relates to 1515 Broadway. In November 2017, the Company sold a 30.13% interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and closed on the sale of an additional 12.87% interest in the property to Allianz in February 2018. See Note 6, "Investments in Unconsolidated Joint Ventures.".
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
||||
Commercial real estate properties, at cost:
|
|
|
|
|
||||
Land and land interests
|
|
$
|
2,357,051
|
|
|
$
|
3,309,710
|
|
Building and improvements
|
|
6,351,012
|
|
|
7,948,852
|
|
||
Building leasehold and improvements
|
|
1,450,614
|
|
|
1,437,325
|
|
||
Property under capital lease
|
|
47,445
|
|
|
47,445
|
|
||
|
|
10,206,122
|
|
|
12,743,332
|
|
||
Less: accumulated depreciation
|
|
(2,300,116
|
)
|
|
(2,264,694
|
)
|
||
|
|
7,906,006
|
|
|
10,478,638
|
|
||
Assets held for sale
|
|
338,354
|
|
|
—
|
|
||
Cash and cash equivalents
|
|
127,888
|
|
|
279,443
|
|
||
Restricted cash
|
|
122,138
|
|
|
90,524
|
|
||
Investments in marketable securities
|
|
28,579
|
|
|
85,110
|
|
||
Tenant and other receivables, net of allowance of $18,637 and $16,592 in 2017 and 2016, respectively
|
|
57,644
|
|
|
53,772
|
|
||
Related party receivables
|
|
23,039
|
|
|
15,856
|
|
||
Deferred rents receivable, net of allowance of $17,207 and $25,203 in 2017 and 2016, respectively
|
|
365,337
|
|
|
442,179
|
|
||
Debt and preferred equity investments, net of discounts and deferred origination fees of $25,507 and $16,705 in 2017 and 2016, respectively
|
|
2,114,041
|
|
|
1,640,412
|
|
||
Investments in unconsolidated joint ventures
|
|
2,362,989
|
|
|
1,890,186
|
|
||
Deferred costs, net
|
|
226,201
|
|
|
267,600
|
|
||
Other assets
|
|
310,688
|
|
|
614,067
|
|
||
Total assets
(1)
|
|
$
|
13,982,904
|
|
|
$
|
15,857,787
|
|
Liabilities
|
|
|
|
|
||||
Mortgages and other loans payable, net
|
|
$
|
2,837,282
|
|
|
$
|
4,073,830
|
|
Revolving credit facility, net
|
|
30,336
|
|
|
—
|
|
||
Unsecured term loans, net
|
|
1,491,575
|
|
|
1,179,521
|
|
||
Unsecured notes, net
|
|
1,395,939
|
|
|
1,128,315
|
|
||
Accrued interest payable
|
|
38,142
|
|
|
36,052
|
|
||
Other liabilities
|
|
188,005
|
|
|
206,238
|
|
||
Accounts payable and accrued expenses
|
|
137,142
|
|
|
190,583
|
|
||
Deferred revenue
|
|
208,119
|
|
|
217,955
|
|
||
Capital lease obligations
|
|
42,843
|
|
|
42,132
|
|
||
Deferred land leases payable
|
|
3,239
|
|
|
2,583
|
|
||
Dividend and distributions payable
|
|
85,138
|
|
|
87,271
|
|
||
Security deposits
|
|
67,927
|
|
|
66,504
|
|
||
Liabilities related to assets held for sale
|
|
4,074
|
|
|
—
|
|
||
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities
|
|
100,000
|
|
|
100,000
|
|
||
Total liabilities
(1)
|
|
6,629,761
|
|
|
7,330,984
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Limited partner interests in SLGOP (4,453 and 4,364 limited partner common units outstanding at December 31, 2017 and 2016, respectively)
|
|
461,954
|
|
|
473,882
|
|
||
Preferred units
|
|
301,735
|
|
|
302,010
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Capital
|
|
|
|
|
||||
SLGOP partners' capital:
|
|
|
|
|
||||
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both December 31, 2017 and 2016
|
|
221,932
|
|
|
221,932
|
|
||
SL Green partners' capital (973 and 1,049 general partner common units, and 91,831 and 99,513 limited partner common units outstanding at December 31, 2017 and 2016, respectively)
|
|
5,984,557
|
|
|
7,080,406
|
|
||
Accumulated other comprehensive income
|
|
18,604
|
|
|
22,137
|
|
||
Total SLGOP partners' capital
|
|
6,225,093
|
|
|
7,324,475
|
|
||
Noncontrolling interests in other partnerships
|
|
364,361
|
|
|
426,436
|
|
||
Total capital
|
|
6,589,454
|
|
|
7,750,911
|
|
||
Total liabilities and capital
|
|
$
|
13,982,904
|
|
|
$
|
15,857,787
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
(1)
The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs: $398.0 million and $412.3 million of land, $1.4 billion and $1.5 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $330.9 million and $327.2 million of accumulated depreciation, $221.0 million and $226.8 million of other assets included in other line items, $628.9 million and $621.8 million of real estate debt, net, $2.5 million and $2.2 million of accrued interest payable, $42.8 million and $42.1 million of capital lease obligations, and $56.8 million and $72.2 million of other liabilities included in other line items as of December 31, 2017 and December 31, 2016, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Rental revenue, net
|
|
$
|
1,100,993
|
|
|
$
|
1,323,767
|
|
|
$
|
1,245,981
|
|
Escalation and reimbursement
|
|
172,939
|
|
|
196,858
|
|
|
178,512
|
|
|||
Investment income
|
|
193,871
|
|
|
213,008
|
|
|
181,128
|
|
|||
Other income
|
|
43,670
|
|
|
130,348
|
|
|
57,208
|
|
|||
Total revenues
|
|
1,511,473
|
|
|
1,863,981
|
|
|
1,662,829
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Operating expenses, including $21,400 in 2017, $21,890 in 2016, $20,071 in 2015 of related party expenses
|
|
293,364
|
|
|
312,859
|
|
|
301,624
|
|
|||
Real estate taxes
|
|
244,323
|
|
|
248,388
|
|
|
232,702
|
|
|||
Ground rent
|
|
33,231
|
|
|
33,261
|
|
|
32,834
|
|
|||
Interest expense, net of interest income
|
|
257,045
|
|
|
321,199
|
|
|
323,870
|
|
|||
Amortization of deferred financing costs
|
|
16,498
|
|
|
24,564
|
|
|
27,348
|
|
|||
Depreciation and amortization
|
|
403,320
|
|
|
821,041
|
|
|
560,887
|
|
|||
Transaction related costs
|
|
(1,834
|
)
|
|
7,528
|
|
|
11,430
|
|
|||
Marketing, general and administrative
|
|
100,498
|
|
|
99,759
|
|
|
94,873
|
|
|||
Total expenses
|
|
1,346,445
|
|
|
1,868,599
|
|
|
1,585,568
|
|
|||
Income (loss) from continuing operations before equity in net income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, gain on sale of real estate, depreciable real estate reserves, gain (loss) on sale of marketable securities and loss on early extinguishment of debt
|
|
165,028
|
|
|
(4,618
|
)
|
|
77,261
|
|
|||
Equity in net income from unconsolidated joint ventures
|
|
21,892
|
|
|
11,874
|
|
|
13,028
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|||
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
40,078
|
|
|||
Gain on sale of real estate, net
|
|
73,241
|
|
|
238,116
|
|
|
175,974
|
|
|||
Depreciable real estate reserves
|
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|||
Gain (loss) on sale of investment in marketable securities
|
|
3,262
|
|
|
(83
|
)
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||
Income from continuing operations
|
|
101,069
|
|
|
278,911
|
|
|
302,910
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
427
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
14,122
|
|
|||
Net income
|
|
101,069
|
|
|
278,911
|
|
|
317,459
|
|
|||
Net (income) loss attributable to noncontrolling interests in other partnerships
|
|
15,701
|
|
|
(7,644
|
)
|
|
(15,843
|
)
|
|||
Preferred unit distributions
|
|
(11,401
|
)
|
|
(11,235
|
)
|
|
(6,967
|
)
|
|||
Net income attributable to SLGOP
|
|
105,369
|
|
|
260,032
|
|
|
294,649
|
|
|||
Preferred stock redemption costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Perpetual preferred stock dividends
|
|
(14,950
|
)
|
|
(14,950
|
)
|
|
(14,952
|
)
|
|||
Net income attributable to SLGOP common unitholders
|
|
$
|
90,419
|
|
|
$
|
245,082
|
|
|
$
|
279,697
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Amounts attributable to SLGOP common unitholders:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before purchase price fair value adjustment, gains on sale and discontinued operations
|
|
$
|
179,532
|
|
|
$
|
(26,656
|
)
|
|
$
|
52,478
|
|
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
40,078
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
427
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
14,122
|
|
|||
Gain on sale of real estate, net
|
|
73,241
|
|
|
238,116
|
|
|
175,974
|
|
|||
Depreciable real estate reserves
|
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|||
Net income attributable to
SLGOP common unitholders
|
|
$
|
90,419
|
|
|
$
|
245,082
|
|
|
$
|
279,697
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per unit:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before gains on sale and discontinued operations
|
|
$
|
1.74
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.51
|
|
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
0.39
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
0.16
|
|
|
0.42
|
|
|
0.15
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
0.14
|
|
|||
Gain on sale of real estate, net
|
|
0.71
|
|
|
2.29
|
|
|
1.71
|
|
|||
Depreciable real estate reserves
|
|
(1.73
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
|||
Net income attributable to SLGOP common unitholders
|
|
$
|
0.88
|
|
|
$
|
2.35
|
|
|
$
|
2.71
|
|
Diluted earnings per unit:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations before gains on sale and discontinued operations
|
|
$
|
1.74
|
|
|
$
|
(0.25
|
)
|
|
$
|
0.51
|
|
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
0.39
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
0.16
|
|
|
0.42
|
|
|
0.15
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
0.14
|
|
|||
Gain on sale of real estate, net
|
|
0.71
|
|
|
2.27
|
|
|
1.70
|
|
|||
Depreciable real estate reserves
|
|
(1.74
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
|||
Net income attributable to SLGOP common unitholders
|
|
$
|
0.87
|
|
|
$
|
2.34
|
|
|
$
|
2.70
|
|
Basic weighted average common units outstanding
|
|
103,127
|
|
|
104,508
|
|
|
103,244
|
|
|||
Diluted weighted average common units and common unit equivalents outstanding
|
|
103,403
|
|
|
104,881
|
|
|
103,734
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
101,069
|
|
|
$
|
278,911
|
|
|
$
|
317,459
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Change in net unrealized gain (loss) on derivative instruments, including SLGOP's share of joint venture net unrealized gain (loss) on derivative instruments
|
|
1,040
|
|
|
28,508
|
|
|
(1,229
|
)
|
|||
Change in unrealized gain on marketable securities
|
|
(4,667
|
)
|
|
3,677
|
|
|
(607
|
)
|
|||
Other comprehensive (loss) income
|
|
(3,627
|
)
|
|
32,185
|
|
|
(1,836
|
)
|
|||
Comprehensive income
|
|
97,442
|
|
|
311,096
|
|
|
315,623
|
|
|||
Net loss (income) attributable to noncontrolling interests
|
|
15,701
|
|
|
(7,644
|
)
|
|
(15,843
|
)
|
|||
Other comprehensive income (loss) attributable noncontrolling interests
|
|
94
|
|
|
(1,299
|
)
|
|
67
|
|
|||
Comprehensive income attributable to SLGOP
|
|
$
|
113,237
|
|
|
$
|
302,153
|
|
|
$
|
299,847
|
|
|
|
SL Green Operating Partnership Unitholders
|
|
|
|
|
|||||||||||||||||
|
|
|
|
Partners' Interest
|
|
|
|
|
|
|
|||||||||||||
|
|
Series I
Preferred
Units
|
|
Common
Units
|
|
Common
Unitholders
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||
Balance at December 31, 2014
|
|
$
|
221,932
|
|
|
97,325
|
|
|
$
|
6,722,422
|
|
|
$
|
(6,980
|
)
|
|
$
|
521,842
|
|
|
$
|
7,459,216
|
|
Net income
|
|
|
|
|
|
284,084
|
|
|
|
|
15,843
|
|
|
299,927
|
|
||||||||
Acquisition of subsidiary interest from noncontrolling interest
|
|
|
|
|
|
(9,566
|
)
|
|
|
|
(11,084
|
)
|
|
(20,650
|
)
|
||||||||
Other comprehensive (loss)
|
|
|
|
|
|
|
|
(1,769
|
)
|
|
|
|
(1,769
|
)
|
|||||||||
Preferred distributions
|
|
|
|
|
|
(14,952
|
)
|
|
|
|
|
|
(14,952
|
)
|
|||||||||
Conversion of common units
|
|
|
|
483
|
|
|
55,697
|
|
|
|
|
|
|
55,697
|
|
||||||||
DRSPP proceeds
|
|
|
|
776
|
|
|
99,555
|
|
|
|
|
|
|
99,555
|
|
||||||||
Reallocation of capital account relating to sale
|
|
|
|
|
|
|
|
|
|
(10,143
|
)
|
|
(10,143
|
)
|
|||||||||
Reallocation of noncontrolling interests in the operating partnership
|
|
|
|
|
|
20,915
|
|
|
|
|
|
|
20,915
|
|
|||||||||
Deferred compensation plan and stock award, net
|
|
|
|
168
|
|
|
(2,982
|
)
|
|
|
|
|
|
(2,982
|
)
|
||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
26,721
|
|
|
|
|
|
|
26,721
|
|
|||||||||
Contribution to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
35,178
|
|
|
35,178
|
|
|||||||||
Contributions - net proceeds from common stock offering
|
|
|
|
1,007
|
|
|
126,989
|
|
|
|
|
|
|
126,989
|
|
||||||||
Contributions - proceeds from stock options exercised
|
|
|
|
217
|
|
|
16,362
|
|
|
|
|
|
|
16,362
|
|
||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(119,784
|
)
|
|
(119,784
|
)
|
|||||||||
Cash distributions declared ($2.52 per common unit, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
(250,963
|
)
|
|
|
|
|
|
(250,963
|
)
|
|||||||||
Balance at December 31, 2015
|
|
221,932
|
|
|
99,976
|
|
|
7,074,282
|
|
|
(8,749
|
)
|
|
431,852
|
|
|
7,719,317
|
|
|||||
Net income
|
|
|
|
|
|
249,896
|
|
|
|
|
7,644
|
|
|
257,540
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
30,886
|
|
|
|
|
30,886
|
|
|||||||||
Preferred distributions
|
|
|
|
|
|
(14,950
|
)
|
|
|
|
|
|
(14,950
|
)
|
|||||||||
DRSPP proceeds
|
|
|
|
2
|
|
|
277
|
|
|
|
|
|
|
277
|
|
||||||||
Conversion of common units
|
|
|
|
295
|
|
|
31,806
|
|
|
|
|
|
|
31,806
|
|
||||||||
Reallocation of noncontrolling interests in the operating partnership
|
|
|
|
|
|
(4,222
|
)
|
|
|
|
|
|
(4,222
|
)
|
|||||||||
Deferred compensation plan and stock award, net
|
|
|
|
96
|
|
|
(1,988
|
)
|
|
|
|
|
|
(1,988
|
)
|
||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
25,890
|
|
|
|
|
|
|
25,890
|
|
|||||||||
Issuance of stock
|
|
|
|
|
|
(40
|
)
|
|
|
|
|
|
(40
|
)
|
|||||||||
Contribution to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
2,359
|
|
|
2,359
|
|
|||||||||
Contributions - proceeds from stock options exercised
|
|
|
|
193
|
|
|
14,832
|
|
|
|
|
|
|
14,832
|
|
||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(15,419
|
)
|
|
(15,419
|
)
|
|||||||||
Cash distributions declared ($2.94 per common unit, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
(295,377
|
)
|
|
|
|
|
|
(295,377
|
)
|
|||||||||
Balance at December 31, 2016
|
|
221,932
|
|
|
100,562
|
|
|
7,080,406
|
|
|
22,137
|
|
|
426,436
|
|
|
7,750,911
|
|
|||||
Net income (loss)
|
|
|
|
|
|
101,374
|
|
|
|
|
(15,701
|
)
|
|
85,673
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
(3,533
|
)
|
|
|
|
(3,533
|
)
|
|||||||||
Preferred dividends
|
|
|
|
|
|
(14,950
|
)
|
|
|
|
|
|
(14,950
|
)
|
|||||||||
DRSPP proceeds
|
|
|
|
2
|
|
|
223
|
|
|
|
|
|
|
223
|
|
||||||||
Conversion of common units
|
|
|
|
202
|
|
|
21,574
|
|
|
|
|
|
|
21,574
|
|
||||||||
Reallocation of noncontrolling interest in the Operating Partnership
|
|
|
|
|
|
5,712
|
|
|
|
|
|
|
5,712
|
|
|||||||||
Equity component of repurchased exchangeable senior notes
|
|
|
|
|
|
(109,776
|
)
|
|
|
|
|
|
(109,776
|
)
|
|||||||||
Deferred compensation plan and stock award, net
|
|
|
|
87
|
|
|
(2,374
|
)
|
|
|
|
|
|
(2,374
|
)
|
||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
32,161
|
|
|
|
|
|
|
32,161
|
|
|||||||||
Repurchases of common stock
|
|
|
|
(8,342
|
)
|
|
(848,048
|
)
|
|
|
|
|
|
(848,048
|
)
|
||||||||
Proceeds from stock options exercised
|
|
|
|
292
|
|
|
23,314
|
|
|
|
|
|
|
23,314
|
|
||||||||
Contributions to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
36,275
|
|
|
36,275
|
|
|||||||||
Deconsolidation of partially owned entity
|
|
|
|
|
|
|
|
|
|
(30,203
|
)
|
|
(30,203
|
)
|
|||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(52,446
|
)
|
|
(52,446
|
)
|
|||||||||
Cash distributions declared ($3.1375 per common share, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
(305,059
|
)
|
|
|
|
|
|
(305,059
|
)
|
|||||||||
Balance at December 31, 2017
|
|
$
|
221,932
|
|
|
92,803
|
|
|
$
|
5,984,557
|
|
|
$
|
18,604
|
|
|
$
|
364,361
|
|
|
$
|
6,589,454
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
101,069
|
|
|
$
|
278,911
|
|
|
$
|
317,459
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
419,818
|
|
|
845,605
|
|
|
588,238
|
|
|||
Equity in net income from unconsolidated joint ventures
|
(21,892
|
)
|
|
(11,874
|
)
|
|
(13,028
|
)
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
20,309
|
|
|
24,337
|
|
|
40,759
|
|
|||
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate
|
(16,166
|
)
|
|
(44,009
|
)
|
|
(15,844
|
)
|
|||
Purchase price fair value adjustment
|
—
|
|
|
—
|
|
|
(40,078
|
)
|
|||
Depreciable real estate reserves
|
178,520
|
|
|
10,387
|
|
|
19,226
|
|
|||
Gain on sale of real estate, net
|
(73,241
|
)
|
|
(238,116
|
)
|
|
(175,974
|
)
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
(14,122
|
)
|
|||
(Gain) loss on sale of investments in marketable securities
|
(3,262
|
)
|
|
83
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
49
|
|
|||
Deferred rents receivable
|
(38,009
|
)
|
|
26,716
|
|
|
(136,924
|
)
|
|||
Other non-cash adjustments
(1)
|
17,196
|
|
|
(150,913
|
)
|
|
(20,671
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash—operations
|
7,147
|
|
|
(10,811
|
)
|
|
11,289
|
|
|||
Tenant and other receivables
|
(5,717
|
)
|
|
4,780
|
|
|
(6,405
|
)
|
|||
Related party receivables
|
(7,209
|
)
|
|
(5,183
|
)
|
|
1,278
|
|
|||
Deferred lease costs
|
(41,939
|
)
|
|
(70,707
|
)
|
|
(61,005
|
)
|
|||
Other assets
|
(23,068
|
)
|
|
9,899
|
|
|
18,501
|
|
|||
Accounts payable, accrued expenses and other liabilities and security deposits
|
(11,790
|
)
|
|
(35,628
|
)
|
|
8,634
|
|
|||
Deferred revenue and land leases payable
|
46,607
|
|
|
1,237
|
|
|
5,102
|
|
|||
Net cash provided by operating activities
|
548,373
|
|
|
634,714
|
|
|
526,484
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Acquisitions of real estate property
|
(13,680
|
)
|
|
(37,760
|
)
|
|
(2,653,311
|
)
|
|||
Additions to land, buildings and improvements
|
(335,253
|
)
|
|
(411,950
|
)
|
|
(406,442
|
)
|
|||
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price
|
(3,499
|
)
|
|
92,374
|
|
|
(101,000
|
)
|
|||
Investments in unconsolidated joint ventures
|
(389,249
|
)
|
|
(84,456
|
)
|
|
(161,712
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
319,745
|
|
|
196,211
|
|
|
98,639
|
|
|||
Net proceeds from disposition of real estate/joint venture interest
|
639,682
|
|
|
2,469,719
|
|
|
1,216,785
|
|
|||
Proceeds from sale of marketable securities
|
55,129
|
|
|
6,965
|
|
|
1,426
|
|
|||
Purchases of marketable securities
|
—
|
|
|
(43,341
|
)
|
|
(7,769
|
)
|
|||
Other investments
|
25,330
|
|
|
7,704
|
|
|
(15,806
|
)
|
|||
Origination of debt and preferred equity investments
|
(1,129,970
|
)
|
|
(977,413
|
)
|
|
(756,939
|
)
|
|||
Repayments or redemption of debt and preferred equity investments
|
812,914
|
|
|
904,517
|
|
|
520,218
|
|
|||
Net cash (used in) provided by investing activities
|
(18,851
|
)
|
|
2,122,570
|
|
|
(2,265,911
|
)
|
|||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Contribution to consolidated joint venture by noncontrolling interest
|
—
|
|
|
—
|
|
|
22,504
|
|
|||
Share repurchase payable
|
41,746
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
(1) $366.6 million of the 2017 amount relates to 1515 Broadway. In November 2017, the Company sold a 30.13% interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and closed on the sale of an additional 12.87% interest in the property to Allianz in February 2018. See Note 6, "Investments in Unconsolidated Joint Ventures.".
|
(1)
|
The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
|
(2)
|
Includes the property at 600 Lexington Avenue in New York, New York which is classified as held for sale at December 31, 2017.
|
(3)
|
As of
December 31, 2017
, we owned a building that was comprised of approximately
270,132
square feet (unaudited) of retail space and approximately
222,855
square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
|
(4)
|
Includes the properties at 115-117 Stevens Avenue in Valhalla, New York, and 1-6 International Drive in Rye Brook, New York which are classified as held for sale at December 31, 2017.
|
Category
|
|
Term
|
Building (fee ownership)
|
|
40 years
|
Building improvements
|
|
shorter of remaining life of the building or useful life
|
Building (leasehold interest)
|
|
lesser of 40 years or remaining term of the lease
|
Property under capital lease
|
|
remaining lease term
|
Furniture and fixtures
|
|
four to seven years
|
Tenant improvements
|
|
shorter of remaining term of the lease or useful life
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Equity marketable securities
|
$
|
—
|
|
|
$
|
48,315
|
|
Commercial mortgage-backed securities
|
28,579
|
|
|
36,795
|
|
||
Total marketable securities available-for-sale
|
$
|
28,579
|
|
|
$
|
85,110
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Identified intangible assets (included in other assets):
|
|
|
|
||||
Gross amount
|
$
|
325,880
|
|
|
$
|
651,099
|
|
Accumulated amortization
|
(277,038
|
)
|
|
(410,930
|
)
|
||
Net
(1)
|
$
|
48,842
|
|
|
$
|
240,169
|
|
Identified intangible liabilities (included in deferred revenue):
|
|
|
|
||||
Gross amount
|
$
|
540,283
|
|
|
$
|
655,930
|
|
Accumulated amortization
|
(402,583
|
)
|
|
(464,749
|
)
|
||
Net
(1)
|
$
|
137,700
|
|
|
$
|
191,181
|
|
(1)
|
As of
December 31, 2017
,
$13.9 million
net intangible assets and
$4.1 million
net intangible liabilities were reclassified to assets held for sale and liabilities related to assets held for sale.
|
2018
|
|
$
|
(13,853
|
)
|
2019
|
|
(13,250
|
)
|
|
2020
|
|
(12,432
|
)
|
|
2021
|
|
(3,950
|
)
|
|
2022
|
|
(3,647
|
)
|
2018
|
|
$
|
9,700
|
|
2019
|
|
7,716
|
|
|
2020
|
|
6,783
|
|
|
2021
|
|
3,927
|
|
|
2022
|
|
2,365
|
|
|
183 Broadway
|
||
Acquisition Date
|
March 2016
|
||
Ownership Type
|
Fee Interest
|
||
Property Type
|
Retail/Residential
|
||
|
|
||
Purchase Price Allocation:
|
|
||
Land
|
$
|
5,799
|
|
Building and building leasehold
|
23,431
|
|
|
Above-market lease value
|
—
|
|
|
Acquired in-place leases
|
773
|
|
|
Other assets, net of other liabilities
|
20
|
|
|
Assets acquired
|
30,023
|
|
|
Mark-to-market assumed debt
|
—
|
|
|
Below-market lease value
|
(1,523
|
)
|
|
Derivatives
|
—
|
|
|
Liabilities assumed
|
(1,523
|
)
|
|
Purchase price
|
$
|
28,500
|
|
Net consideration funded by us at closing, excluding consideration financed by debt
|
$
|
28,500
|
|
Equity and/or debt investment held
|
$
|
—
|
|
Debt assumed
|
$
|
—
|
|
|
600 Lexington Avenue
(1)(2)
|
|
187 Broadway and
5 & 7 Dey Street
(1)(3)
|
|
11 Madison Avenue
(1)
|
|
110 Greene Street
(1)(4)
|
|
Upper East Side Residential
(1)(5)
|
|
1640 Flatbush Avenue
(1)
|
||||||||||||
Acquisition Date
|
December 2015
|
|
August 2015
|
|
August 2015
|
|
July 2015
|
|
June 2015
|
|
March 2015
|
||||||||||||
Ownership Type
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
||||||||||||
Property Type
|
Office
|
|
Residential/Retail
|
|
Office
|
|
Office
|
|
Residential/Retail
|
|
Retail
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase Price Allocation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land
|
$
|
81,670
|
|
|
$
|
20,266
|
|
|
$
|
675,776
|
|
|
$
|
45,120
|
|
|
$
|
48,152
|
|
|
$
|
6,226
|
|
Building and building leasehold
|
182,447
|
|
|
42,468
|
|
|
1,553,602
|
|
|
215,470
|
|
|
—
|
|
|
501
|
|
||||||
Above-market lease value
|
3,320
|
|
|
17
|
|
|
19,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquired in-place leases
|
22,449
|
|
|
3,621
|
|
|
366,949
|
|
|
8,967
|
|
|
1,922
|
|
|
146
|
|
||||||
Other assets, net of other liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Assets acquired
|
289,886
|
|
|
66,372
|
|
|
2,616,091
|
|
|
269,557
|
|
|
50,074
|
|
|
6,873
|
|
||||||
Mark-to-market assumed debt
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Below-market lease value
|
(5,831
|
)
|
|
(3,226
|
)
|
|
(187,732
|
)
|
|
(14,557
|
)
|
|
—
|
|
|
(73
|
)
|
||||||
Derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Liabilities assumed
|
(5,886
|
)
|
|
(3,226
|
)
|
|
(187,732
|
)
|
|
(14,557
|
)
|
|
—
|
|
|
(73
|
)
|
||||||
Purchase price
|
$
|
284,000
|
|
|
$
|
63,146
|
|
|
$
|
2,428,359
|
|
|
$
|
255,000
|
|
|
$
|
50,074
|
|
|
$
|
6,800
|
|
Net consideration funded by us at closing, excluding consideration financed by debt
|
$
|
79,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity and/or debt investment held
|
$
|
54,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt assumed
|
$
|
112,795
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Based on our preliminary analysis of the purchase price, we had allocated
$97.0 million
and
$180.2 million
to land and building, respectively, at 600 Lexington Avenue,
$22.1 million
and
$41.0 million
to land and building, respectively, at 187 Broadway and 5&7 Dey Street,
$849.9 million
and
$1.6 billion
to land and building, respectively, at 11 Madison Avenue,
$89.3 million
and
$165.8 million
to land and building, respectively, at 110 Greene Street, and
$17.5 million
and
$32.5 million
to land and building, respectively, at the Upper Eastside Residential Property and
$6.1 million
and
$0.7 million
to land and building, respectively, at 1640 Flatbush Avenue. The impact to our consolidated statements of operations for the twelve months ended December 31, 2015 was an increase in rental revenue of
$7.8 million
for the amortization of aggregate below-market leases and an additional
$18.5 million
of depreciation expense.
|
(2)
|
In December 2015, we acquired Canada Pension Plan Investment Board's
45%
interest in this property, thereby consolidating full ownership of the property. The transaction valued the consolidated interests at
$277.3 million
. We recognized a purchase price fair value adjustment of
$40.1 million
upon closing of this transaction. This property, which we initially acquired in May 2010, was previously accounted for as an investment in unconsolidated joint ventures.
|
(3)
|
We acquired this property for consideration that included the issuance of
$10.0
million and
$26.9
million aggregate liquidation preferences of Series R and S Preferred Units, respectively, of limited partnership interest of the Operating Partnership and cash.
|
(4)
|
We acquired a
90.0%
controlling interest in this property for consideration that included the issuance of
$5.0
million and
$6.7
million aggregate liquidation preferences of Series P and Q Preferred Units, respectively, of limited partnership interest of the Operating Partnership and cash.
|
(5)
|
We, along with our joint venture partner, acquired this property for consideration that included the issuance of
$13.8 million
aggregate liquidation preference of Series N Preferred Units of limited partnership interest of the Operating Partnership and cash. We hold a
95.1%
controlling interest in this joint venture.
|
|
600 Lexington Avenue
|
||
Contract purchase price
|
$
|
284,000
|
|
Net consideration funded by us at closing, excluding consideration financed by debt
|
(79,085
|
)
|
|
Debt assumed
|
(112,795
|
)
|
|
Fair value of retained equity interest
|
92,120
|
|
|
Equity and/or debt investment held
|
(54,575
|
)
|
|
Other
(1)
|
2,533
|
|
|
Purchase price fair value adjustment
|
$
|
40,078
|
|
(1)
|
Includes the acceleration of a deferred leasing commission from the joint venture to the Company.
|
(in thousands, except per share/unit amounts)
|
|
||
Actual revenues since acquisition
|
$
|
29,865
|
|
Actual net income since acquisition
|
159
|
|
|
Pro forma revenues
|
1,657,937
|
|
|
Pro forma income from continuing operations
(1)
|
102,440
|
|
|
Pro forma basic earnings per share
|
$
|
0.76
|
|
Pro forma diluted earnings per share
|
$
|
0.75
|
|
Pro forma basic earnings per unit
|
$
|
0.76
|
|
Pro forma diluted earnings per unit
|
$
|
0.75
|
|
(1)
|
The pro forma income from continuing operations for the year ended December 31, 2015 includes the effect of the incremental borrowings, including a $
1.4 billion
,
10
-year, interest only, fixed rate mortgage financing carrying a per annum stated interest rate of
3.838%
to complete the acquisition and the preliminary allocation of purchase price.
|
Property
|
|
Disposition Date
|
|
Property Type
|
|
(unaudited) Approximate Usable Square Feet
|
|
Sales Price
(1)
(in millions)
|
|
Gain (Loss) on Sale
(2)
(in millions)
|
|||||
1515 Broadway
(3)
|
|
December 2017
|
|
Office
|
|
1,750,000
|
|
|
$
|
1,950.0
|
|
|
$
|
—
|
|
125 Chubb Way
(4)
|
|
October 2017
|
|
Office
|
|
278,000
|
|
|
29.5
|
|
|
(26.1
|
)
|
||
16 Court Street
|
|
October 2017
|
|
Office
|
|
317,600
|
|
|
171.0
|
|
|
64.9
|
|
||
680-750 Washington Boulevard
(5)
|
|
July 2017
|
|
Office
|
|
325,000
|
|
|
97.0
|
|
|
(44.2
|
)
|
||
520 White Plains Road
(6)
|
|
April 2017
|
|
Office
|
|
180,000
|
|
|
21.0
|
|
|
(14.6
|
)
|
||
102 Greene Street
(7)
|
|
April 2017
|
|
Retail
|
|
9,200
|
|
|
43.5
|
|
|
4.9
|
|
||
400 East 57th Street
|
|
October 2016
|
|
Residential
|
|
290,482
|
|
|
83.3
|
|
|
23.9
|
|
||
11 Madison Avenue
(8)
|
|
August 2016
|
|
Office
|
|
2,314,000
|
|
|
2,605.0
|
|
|
3.6
|
|
||
500 West Putnam
(9)
|
|
July 2016
|
|
Office
|
|
121,500
|
|
|
41.0
|
|
|
(10.4
|
)
|
||
388 Greenwich
|
|
June 2016
|
|
Office
|
|
2,635,000
|
|
|
2,002.3
|
|
|
206.5
|
|
||
7 International Drive
|
|
May 2016
|
|
Land
|
|
31 Acres
|
|
|
20.0
|
|
|
(6.9
|
)
|
||
248-252 Bedford Avenue
|
|
February 2016
|
|
Residential
|
|
66,611
|
|
|
55.0
|
|
|
15.3
|
|
||
885 Third Avenue
(10)
|
|
February 2016
|
|
Land
|
|
607,000
|
|
|
453.0
|
|
|
(8.8
|
)
|
||
140-150 Grand Street
(11)
|
|
December 2015
|
|
Office/Development
|
|
215,100
|
|
|
32.0
|
|
|
(20.1
|
)
|
||
570 & 574 Fifth Avenue
|
|
December 2015
|
|
Development
|
|
24,327
|
|
|
125.4
|
|
|
24.6
|
|
||
120 West 45th Street
|
|
September 2015
|
|
Office
|
|
440,000
|
|
|
365.0
|
|
|
58.6
|
|
||
131-137 Spring Street
(12)
|
|
August 2015
|
|
Office
|
|
68,342
|
|
|
277.8
|
|
|
101.1
|
|
||
180 Maiden Lane
|
|
January 2015
|
|
Office
|
|
1,090,000
|
|
|
470.0
|
|
|
17.0
|
|
(1)
|
Sales price represents the actual sales price for an entire property or the gross asset valuation for interests in a property.
|
(2)
|
The gain on sale for 16 Court Street, 102 Greene Street, 400 East 57th Street, 11 Madison Avenue, 388 Greenwich, 248-252 Bedford Avenue, 570 & 574 Fifth Avenue, 120 West 45th Street, 131-137 Spring Street, and 180 Maiden Lane are net of
$2.5 million
,
$0.9 million
,
$1.0 million
,
$0.6 million
,
$1.6 million
,
$1.3 million
,
$4.0 million
,
$2.0 million
,
$4.1 million
, and
$0.8 million
in employee compensation accrued in connection with the realization of these investment gains. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
|
(3)
|
In November 2017, the Company sold a
30.13%
interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and closed on the sale of an additional
12.87%
interest in the property to Allianz in February 2018. See Note 6, "Investments in Unconsolidated Joint Ventures."
|
(4)
|
The Company recorded a
$26.1 million
charge in 2017 that is included in depreciable real estate reserves in the consolidated statement of operations.
|
(5)
|
The Company recorded a
$44.2 million
charge in 2017 that is included in depreciable real estate reserves in the consolidated statement of operations.
|
(6)
|
The Company recorded a
$14.6 million
charge in 2017 that is included in depreciable real estate reserves in the consolidated statement of operations.
|
(7)
|
In April 2017, we closed on the sale of a
90%
interest 102 Greene Street and had subsequently accounted for our interest in the property as an investment
|
(8)
|
In August 2016, we sold a
40%
interest in 11 Madison Avenue. The sale did not meet the criteria for sale accounting and, as a result, the property was accounted for under the profit sharing method. In November 2016, the Company obtained consent to the modifications to the mortgage on the property, which resulted in the Company achieving sale accounting on the transaction. See Note 6, "Investments in Unconsolidated Joint Ventures."
|
(9)
|
The Company recorded a
$10.4 million
charge in 2016 that is included in depreciable real estate reserves in the consolidated statement of operations
|
(10)
|
In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and as a result the property remained on our consolidated financial statements until the criteria was met in April 2017.
|
(11)
|
The Company recorded a
$19.2 million
charge in 2015 that is included in depreciable real estate reserves in the consolidated statement of operations.
|
(12)
|
We sold an
80%
interest in 131-137 Spring Street and have subsequently accounted for our interest in the properties as an investment in unconsolidated joint ventures. See Note 6, "Investments in Unconsolidated Joint Ventures."
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236
|
|
Escalation and reimbursement revenues
|
—
|
|
|
—
|
|
|
(127
|
)
|
|||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total revenues
|
—
|
|
|
—
|
|
|
109
|
|
|||
Operating expenses
|
—
|
|
|
—
|
|
|
(631
|
)
|
|||
Real estate taxes
|
—
|
|
|
—
|
|
|
250
|
|
|||
Ground rent
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transaction related costs
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||
Interest expense, net of interest income
|
—
|
|
|
—
|
|
|
109
|
|
|||
Amortization of deferred financing costs
|
—
|
|
|
—
|
|
|
3
|
|
|||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total expenses
|
—
|
|
|
—
|
|
|
(318
|
)
|
|||
Net income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
427
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Balance at beginning of period
(1)
|
$
|
1,640,412
|
|
|
$
|
1,670,020
|
|
Debt investment originations/accretion
(2)
|
1,142,591
|
|
|
1,009,176
|
|
||
Preferred Equity investment originations/accretion
(2)
|
144,456
|
|
|
5,698
|
|
||
Redemptions/sales/syndications/amortization
(3)
|
(813,418
|
)
|
|
(1,044,482
|
)
|
||
Balance at end of period
(1)
|
$
|
2,114,041
|
|
|
$
|
1,640,412
|
|
(1)
|
Net of unamortized fees, discounts, and premiums.
|
(2)
|
Accretion includes amortization of fees and discounts and paid-in-kind investment income.
|
(3)
|
Certain participations in debt investments that were sold or syndicated did not meet the conditions for sale accounting are included in other assets and other liabilities on the consolidated balance sheets.
|
Loan Type
|
|
December 31, 2017
Future Funding
Obligations
|
|
December 31, 2017
Senior
Financing
|
|
December 31, 2017
Carrying Value
(1)
|
|
December 31, 2016
Carrying Value
(1)
|
|
Maturity
Date
(2)
|
||||||||
Fixed Rate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage/Jr. Mortgage Loan
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,464
|
|
|
$
|
—
|
|
|
April 2017
|
Mortgage Loan
(4)
|
|
—
|
|
|
—
|
|
|
26,366
|
|
|
26,311
|
|
|
February 2019
|
||||
Mortgage Loan
|
|
—
|
|
|
—
|
|
|
239
|
|
|
380
|
|
|
August 2019
|
||||
Mezzanine Loan
(5a)
|
|
—
|
|
|
1,160,000
|
|
|
204,005
|
|
|
—
|
|
|
March 2020
|
||||
Mezzanine Loan
|
|
—
|
|
|
15,000
|
|
|
3,500
|
|
|
3,500
|
|
|
September 2021
|
||||
Mezzanine Loan
|
|
—
|
|
|
147,000
|
|
|
24,913
|
|
|
—
|
|
|
April 2022
|
||||
Mezzanine Loan
|
|
—
|
|
|
86,976
|
|
|
12,699
|
|
|
12,692
|
|
|
November 2023
|
||||
Mezzanine Loan
(5b)
|
|
—
|
|
|
115,000
|
|
|
12,932
|
|
|
12,925
|
|
|
June 2024
|
||||
Mezzanine Loan
|
|
—
|
|
|
95,000
|
|
|
30,000
|
|
|
30,000
|
|
|
January 2025
|
||||
Mezzanine Loan
|
|
—
|
|
|
340,000
|
|
|
15,000
|
|
|
15,000
|
|
|
November 2026
|
||||
Mezzanine Loan
|
|
—
|
|
|
1,657,500
|
|
|
55,250
|
|
|
—
|
|
|
June 2027
|
||||
Mezzanine Loan
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,129
|
|
|
|
||||
Jr. Mortgage Participation/Mezzanine Loan
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,422
|
|
|
|
||||
Total fixed rate
|
|
$
|
—
|
|
|
$
|
3,616,476
|
|
|
$
|
635,368
|
|
|
$
|
360,359
|
|
|
|
Floating Rate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mezzanine Loan
(5c)(8)
|
|
$
|
795
|
|
|
$
|
—
|
|
|
$
|
15,148
|
|
|
$
|
15,051
|
|
|
March 2018
|
Mezzanine Loan
|
|
—
|
|
|
40,000
|
|
|
19,982
|
|
|
19,913
|
|
|
April 2018
|
||||
Jr. Mortgage Participation
|
|
—
|
|
|
94,546
|
|
|
34,947
|
|
|
34,844
|
|
|
April 2018
|
||||
Mezzanine Loan
|
|
523
|
|
|
20,523
|
|
|
10,934
|
|
|
10,863
|
|
|
August 2018
|
||||
Mortgage/Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
19,940
|
|
|
19,840
|
|
|
August 2018
|
||||
Mortgage Loan
|
|
—
|
|
|
65,000
|
|
|
14,955
|
|
|
14,880
|
|
|
August 2018
|
||||
Mortgage/Mezzanine Loan
(9)
|
|
—
|
|
|
—
|
|
|
16,969
|
|
|
16,960
|
|
|
September 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
37,500
|
|
|
14,855
|
|
|
14,648
|
|
|
September 2018
|
||||
Mortgage/Mezzanine Loan
(10)
|
|
391
|
|
|
—
|
|
|
23,609
|
|
|
20,423
|
|
|
October 2018
|
||||
Mezzanine Loan
|
|
2,325
|
|
|
45,025
|
|
|
34,879
|
|
|
34,502
|
|
|
October 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
335,000
|
|
|
74,755
|
|
|
74,476
|
|
|
November 2018
|
||||
Mezzanine Loan
(5d)(8)
|
|
—
|
|
|
85,000
|
|
|
15,381
|
|
|
15,141
|
|
|
December 2018
|
||||
Mezzanine Loan
(5e)(8)
|
|
—
|
|
|
65,000
|
|
|
14,869
|
|
|
14,656
|
|
|
December 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
33,000
|
|
|
26,927
|
|
|
26,850
|
|
|
December 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
175,000
|
|
|
59,723
|
|
|
56,114
|
|
|
December 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
45,000
|
|
|
12,174
|
|
|
12,104
|
|
|
January 2019
|
||||
Mortgage/Mezzanine Loan
(5f)
|
|
26,284
|
|
|
—
|
|
|
162,553
|
|
|
—
|
|
|
January 2019
|
||||
Mezzanine Loan
|
|
5,372
|
|
|
25,289
|
|
|
8,550
|
|
|
5,410
|
|
|
January 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
38,000
|
|
|
21,939
|
|
|
21,891
|
|
|
March 2019
|
||||
Mezzanine Loan
|
|
11
|
|
|
174,947
|
|
|
37,250
|
|
|
—
|
|
|
April 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
265,000
|
|
|
24,830
|
|
|
24,707
|
|
|
April 2019
|
||||
Mortgage/Jr. Mortgage Participation Loan
|
|
27,617
|
|
|
199,733
|
|
|
71,832
|
|
|
65,554
|
|
|
August 2019
|
Loan Type
|
|
December 31, 2017
Future Funding
Obligations
|
|
December 31, 2017
Senior
Financing
|
|
December 31, 2017
Carrying Value
(1)
|
|
December 31, 2016
Carrying Value
(1)
|
|
Maturity
Date
(2)
|
||||||||
Mezzanine Loan
|
|
2,034
|
|
|
189,829
|
|
|
37,851
|
|
|
37,322
|
|
|
September 2019
|
||||
Mortgage/Mezzanine Loan
|
|
36,391
|
|
|
—
|
|
|
143,919
|
|
|
111,819
|
|
|
September 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
350,000
|
|
|
34,737
|
|
|
—
|
|
|
October 2019
|
||||
Mortgage/Mezzanine Loan
|
|
25,643
|
|
|
—
|
|
|
43,845
|
|
|
33,682
|
|
|
January 2020
|
||||
Mezzanine Loan
(11)
|
|
3,621
|
|
|
555,379
|
|
|
75,834
|
|
|
125,911
|
|
|
January 2020
|
||||
Mezzanine Loan
|
|
6,913
|
|
|
34,337
|
|
|
11,259
|
|
|
—
|
|
|
July 2020
|
||||
Mezzanine Loan
(12)
|
|
51,494
|
|
|
310,654
|
|
|
75,428
|
|
|
63,137
|
|
|
November 2020
|
||||
Mortgage and Mezzanine Loan
|
|
42,510
|
|
|
—
|
|
|
88,989
|
|
|
—
|
|
|
December 2020
|
||||
Mortgage and Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
35,152
|
|
|
—
|
|
|
December 2020
|
||||
Jr. Mortgage Participation/Mezzanine Loan
|
|
—
|
|
|
60,000
|
|
|
15,635
|
|
|
15,606
|
|
|
July 2021
|
||||
Mezzanine Loan
|
|
—
|
|
|
280,000
|
|
|
34,600
|
|
|
—
|
|
|
August 2022
|
||||
Mortgage/Mezzanine Loan
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,998
|
|
|
|
||||
Mezzanine Loan
(14)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,505
|
|
|
|
||||
Mezzanine Loan
(15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,369
|
|
|
|
||||
Mortgage/Mezzanine Loan
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,847
|
|
|
|
||||
Mortgage/Mezzanine Loan
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,959
|
|
|
|
||||
Mezzanine Loan
(16)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,957
|
|
|
|
||||
Mortgage/Mezzanine Loan
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,239
|
|
|
|
||||
Total floating rate
|
|
$
|
231,924
|
|
|
$
|
3,523,762
|
|
|
$
|
1,334,250
|
|
|
$
|
1,232,178
|
|
|
|
Total
|
|
$
|
231,924
|
|
|
$
|
7,140,238
|
|
|
$
|
1,969,618
|
|
|
$
|
1,592,537
|
|
|
|
(1)
|
Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
|
(2)
|
Represents contractual maturity, excluding any unexercised extension options.
|
(3)
|
These loans were purchased at par in April and May 2017 and were in maturity default at the time of acquisition. At the time the loans were purchased, the Company expected to collect all contractually required payments, including interest. In August 2017, the Company determined that it was probable that the loans would not be repaid in full and therefore, the loans were put on non-accrual status. No impairment was recorded as the Company believes that the fair value of the property exceeds the carrying amount of the loans. The loans had an outstanding balance, including accrued interest, of
$259.3 million
at the time that they were put on non-accrual status.
|
(4)
|
In September 2014, we acquired a
$26.4 million
mortgage loan at a
$0.2 million
discount and a
$5.7 million
junior mortgage participation at a
$5.7 million
discount. The junior mortgage participation was a nonperforming loan at acquisition, is currently on non-accrual status and has no carrying value.
|
(5)
|
Carrying value is net of the following amounts that were sold or syndicated, which are included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a)
$1.2 million
, (b)
$12.0 million
, (c)
$5.1 million
(d)
$14.6 million
, (e)
$14.1 million
, and (f)
$21.2 million
.
|
(6)
|
This loan was repaid in June 2017.
|
(7)
|
This loan was repaid in March 2017.
|
(8)
|
This loan was extended in December 2017.
|
(9)
|
This loan was extended in August 2017.
|
(10)
|
This loan was extended in September 2017.
|
(11)
|
$66.1 million
of outstanding principal was syndicated in February 2017.
|
(12)
|
This loan was extended in November 2017.
|
(13)
|
This loan was repaid in December 2017.
|
(14)
|
This loan was repaid in November 2017.
|
(15)
|
This loan was repaid in September 2017.
|
(16)
|
This loan was contributed to a joint venture in May 2017.
|
(17)
|
This loan was repaid in January 2017.
|
Type
|
|
December 31, 2017
Future Funding
Obligations
|
|
December 31, 2017
Senior Financing |
|
December 31, 2017
Carrying Value (1) |
|
December 31, 2016
Carrying Value (1) |
|
Mandatory
Redemption
(2)
|
||||||||
Preferred Equity
(3)
|
|
$
|
—
|
|
|
$
|
272,000
|
|
|
$
|
144,423
|
|
|
$
|
—
|
|
|
April 2021
|
Preferred Equity
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,982
|
|
|
|
||||
Preferred Equity
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,893
|
|
|
|
||||
|
|
$
|
—
|
|
|
$
|
272,000
|
|
|
$
|
144,423
|
|
|
$
|
47,875
|
|
|
|
(1)
|
Carrying value is net of deferred origination fees.
|
(2)
|
Represents contractual maturity, excluding any unexercised extension options.
|
(3)
|
In February 2016, we closed on the sale of 885 Third Avenue and retained a preferred equity position in the property. The sale did not meet the criteria for sale accounting under the full accrual method in ASC 360-20, Property, Plant and Equipment - Real Estate Sales. As a result the property remained on our consolidated balance sheet until the criteria was met in April 2017 at which time the property was deconsolidated and the preferred equity investment was recognized.
|
(4)
|
This investment was redeemed in May 2017.
|
(5)
|
This investment was redeemed in April 2017.
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expensed
|
—
|
|
|
—
|
|
|
—
|
|
|||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|||
Charge-offs and reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Property
|
Partner
|
Ownership
Interest
(1)
|
Economic
Interest
(1)
|
Unaudited Approximate Square Feet
|
Acquisition Date
(2)
|
Acquisition
Price
(2)
(in thousands)
|
|||
100 Park Avenue
|
Prudential Real Estate Investors
|
49.90%
|
49.90%
|
834,000
|
|
February 2000
|
$
|
95,800
|
|
717 Fifth Avenue
|
Jeff Sutton/Private Investor
|
10.92%
|
10.92%
|
119,500
|
|
September 2006
|
251,900
|
|
|
800 Third Avenue
|
Private Investors
|
60.52%
|
60.52%
|
526,000
|
|
December 2006
|
285,000
|
|
|
1745 Broadway
|
Ivanhoe Cambridge, Inc.
|
56.87%
|
56.87%
|
674,000
|
|
April 2007
|
520,000
|
|
|
Jericho Plaza
(3)
|
Onyx Equities/Credit Suisse
|
11.67%
|
11.67%
|
640,000
|
|
April 2007
|
210,000
|
|
|
11 West 34th Street
|
Private Investor/
Jeff Sutton
|
30.00%
|
30.00%
|
17,150
|
|
December 2010
|
10,800
|
|
|
3 Columbus Circle
(4)
|
The Moinian Group
|
48.90%
|
48.90%
|
741,500
|
|
January 2011
|
500,000
|
|
|
280 Park Avenue
|
Vornado Realty Trust
|
50.00%
|
50.00%
|
1,219,158
|
|
March 2011
|
400,000
|
|
|
1552-1560 Broadway
(5)
|
Jeff Sutton
|
50.00%
|
50.00%
|
57,718
|
|
August 2011
|
136,550
|
|
|
724 Fifth Avenue
|
Jeff Sutton
|
50.00%
|
50.00%
|
65,010
|
|
January 2012
|
223,000
|
|
|
10 East 53rd Street
|
Canadian Pension Plan Investment Board
|
55.00%
|
55.00%
|
354,300
|
|
February 2012
|
252,500
|
|
|
521 Fifth Avenue
|
Plaza Global
Real Estate Partners LP
|
50.50%
|
50.50%
|
460,000
|
|
November 2012
|
315,000
|
|
|
21 East 66th Street
(6)
|
Private Investors
|
32.28%
|
32.28%
|
13,069
|
|
December 2012
|
75,000
|
|
|
650 Fifth Avenue
(7)
|
Jeff Sutton
|
50.00%
|
50.00%
|
69,214
|
|
November 2013
|
—
|
|
|
121 Greene Street
|
Jeff Sutton
|
50.00%
|
50.00%
|
7,131
|
|
September 2014
|
27,400
|
|
|
175-225 Third Street Brooklyn, New York
|
KCLW 3rd Street LLC/LIVWRK LLC
|
95.00%
|
95.00%
|
—
|
|
October 2014
|
74,600
|
|
|
55 West 46th Street
|
Prudential Real Estate Investors
|
25.00%
|
25.00%
|
347,000
|
|
November 2014
|
295,000
|
|
|
Stonehenge Portfolio
(8)
|
Various
|
Various
|
Various
|
1,439,016
|
|
February 2015
|
36,668
|
|
|
131-137 Spring Street
|
Invesco Real Estate
|
20.00%
|
20.00%
|
68,342
|
|
August 2015
|
277,750
|
|
|
605 West 42nd Street
|
The Moinian Group
|
20.00%
|
20.00%
|
927,358
|
|
April 2016
|
759,000
|
|
|
11 Madison Avenue
|
PGIM Real Estate
|
60.00%
|
60.00%
|
2,314,000
|
|
August 2016
|
2,605,000
|
|
|
333 East 22nd Street
(9)
|
Private Investors
|
33.33%
|
33.33%
|
26,926
|
|
August 2016
|
—
|
|
|
400 E 57th Street
(10)
|
BlackRock, Inc and Stonehenge Partners
|
51.00%
|
41.00%
|
290,482
|
|
October 2016
|
170,000
|
|
|
One Vanderbilt
(11)
|
National Pension Service of Korea/Hines Interest LP
|
71.01%
|
71.01%
|
—
|
|
January 2017
|
3,310,000
|
|
|
Mezzanine Loan
(12)
|
Private Investors
|
33.33%
|
33.33%
|
—
|
|
May 2017
|
15,000
|
|
|
Worldwide Plaza
(13)
|
RXR Realty / New York REIT / Private Investor
|
24.35%
|
24.35%
|
2,048,725
|
|
October 2017
|
1,725,000
|
|
|
1515 Broadway
(14)
|
Allianz Real Estate of America
|
69.87%
|
69.87%
|
1,750,000
|
|
November 2017
|
1,950,000
|
|
(1)
|
Ownership interest and economic interest represent the Company's interests in the joint venture as of
December 31, 2017
. Changes in ownership or economic interests within the current year are disclosed in the notes below.
|
(2)
|
Acquisition date and price represent the date on which the Company initially acquired an interest in the joint venture and the actual or implied gross purchase price for the joint venture on that date. Acquisition date and price are not adjusted for subsequent acquisitions or dispositions of interest.
|
(3)
|
During the fourth quarter of 2017, the Company recorded a
$6.6 million
charge in connection with this investment. This charge is included in depreciable real estate reserves in the consolidated statement of operations.
|
(4)
|
As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred.
|
(5)
|
The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately
13,045
square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.
|
(6)
|
We hold a
32.28%
interest in
three
retail and
two
residential units at the property and a
16.14%
interest in
three
residential units at the property.
|
(7)
|
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and our joint venture partner executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value.
|
(8)
|
In March 2017, the Company sold a partial interest in the Stonehenge Portfolio as further described under Sale of Joint Venture Interest of Properties below. In February 2018, the Company, together with its joint venture partner, closed on the sale of one property from the Stonehenge Portfolio.
|
(9)
|
The joint venture acquired a leasehold interest in the property in October 2016.
|
(10)
|
In October 2016, the Company sold a
49%
interest in this property to an investment account managed BlackRock, Inc. The Company's interest in the property was sold within a consolidated joint venture owned
90%
by the Company and
10%
by Stonehenge. The transaction resulted in the deconsolidation of the venture's remaining
51%
interest in the property. The Company's joint venture with Stonehenge remains consolidated resulting in the combined
51%
interest being shown within investments in unconsolidated joint ventures on the Company's balance sheet.
|
(11)
|
In January 2017, the Company admitted
two
partners, National Pension Service of Korea and Hines Interest LP, into the One Vanderbilt development project. In April 2017, the criteria for deconsolidation were met, and the development is shown within investments in unconsolidated joint ventures. The partners have committed aggregate equity to the project totaling no less than
$525 million
and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of
29.0%
. At
December 31, 2017
the total of the two partners' ownership interests based on equity contributed was
3.48%
.
|
(12)
|
In May 2017, the Company contributed a mezzanine loan secured by a commercial property in midtown Manhattan to a joint venture and retained a
33.33%
interest in the venture. The carrying value is net of
$10.0 million
that was sold, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting. The loan matures in November 2018.
|
(13)
|
In September 2017, the Company and RXR Realty formed a joint venture in which each partner owns a
50%
interest. In October 2017, this joint venture purchased a
48.7%
interest in the property known as Worldwide Plaza from New York REIT. New York REIT owns the remaining
51.3%
with its existing partner.
|
(14)
|
In November 2017, the Company sold a
30.13%
interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method at December 31, 2017. Under the profit sharing method the Company recognized its share of the operations of the property and also recognized the other partner's share of depreciation. Included in equity in net income from unconsolidated joint ventures is
$0.9 million
of depreciation for the year ended
December 31, 2017
representing the other partner's share of depreciation. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and closed on the sale of an additional
12.87%
interest in the property to Allianz in February 2018.
|
Loan Type
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Maturity Date
|
||||
Mezzanine Loan and Preferred Equity
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
March 2018
|
Mezzanine Loan
(1)
|
|
44,823
|
|
|
45,622
|
|
|
February 2022
|
||
Mezzanine Loan
(2)
|
|
26,716
|
|
|
24,542
|
|
|
July 2036
|
||
|
|
$
|
171,539
|
|
|
$
|
170,164
|
|
|
|
(1)
|
We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP.
|
(2)
|
The Company has the ability to convert this loan into an equity position starting in 2021 and the borrower is able to force this conversion in 2024.
|
Property
|
|
Ownership Interest
|
|
Disposition Date
|
|
Type of Sale
|
|
Gross Asset Valuation
(in thousands)
(1)
|
|
Gain (Loss)
on Sale
(in thousands)
(2)
|
||||
102 Greene Street
|
|
10.00%
|
|
September 2017
|
|
Ownership Interest
|
|
$
|
43,500
|
|
|
$
|
283
|
|
Stonehenge Portfolio (partial)
|
|
Various
|
|
March 2017
|
|
Ownership Interest
|
|
300,000
|
|
|
871
|
|
||
EOP Denver
|
|
0.48%
|
|
September 2016
|
|
Ownership Interest
|
|
180,700
|
|
|
300
|
|
||
33 Beekman
(3)
|
|
45.90%
|
|
May 2016
|
|
Property
|
|
196,000
|
|
|
33,000
|
|
||
EOP Denver
|
|
4.79%
|
|
March 2016
|
|
Ownership Interest
|
|
180,700
|
|
|
2,800
|
|
||
7 Renaissance Square
|
|
50.00%
|
|
March 2016
|
|
Property
|
|
20,700
|
|
|
4,200
|
|
||
1 Jericho Plaza
(4)
|
|
66.11%
|
|
February 2016
|
|
Ownership Interest
|
|
95,200
|
|
|
3,300
|
|
||
The Meadows
|
|
50.00%
|
|
August 2015
|
|
Property
|
|
121,100
|
|
|
(1,600
|
)
|
||
315 West 36th Street
|
|
35.50%
|
|
September 2015
|
|
Ownership Interest
|
|
115,000
|
|
|
16,300
|
|
(1)
|
Represents implied gross valuation for the joint venture or sales price of the property.
|
(2)
|
Represents the Company's share of the gain or loss. The gain on sale is net of
$0
,
$1.1 million
, and
$1.2 million
of employee compensation accrued in connection with the realization of these investment gains in the years ended
December 31, 2017
,
2016
, and
2015
, respectively. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
|
(3)
|
In connection with the sale of the property, we also recognized a promote of
$10.8 million
.
|
(4)
|
Our ownership percentage was reduced in the first quarter of 2016, from
77.78%
to
11.67%
, upon completion of a restructuring of the joint venture.
|
Property
|
|
Economic Interest
(1)
|
|
Maturity Date
|
|
Interest
Rate
(2)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
521 Fifth Avenue
|
|
50.50
|
%
|
|
November 2019
|
|
|
3.73%
|
|
$
|
170,000
|
|
|
$
|
170,000
|
|
717 Fifth Avenue
(3)
|
|
10.92
|
%
|
|
July 2022
|
|
|
4.45%
|
|
300,000
|
|
|
300,000
|
|
||
717 Fifth Avenue
(3)
|
|
10.92
|
%
|
|
July 2022
|
|
|
5.50%
|
|
355,328
|
|
|
355,328
|
|
||
650 Fifth Avenue
(4)
|
|
50.00
|
%
|
|
October 2022
|
|
|
4.46%
|
|
210,000
|
|
|
—
|
|
||
650 Fifth Avenue
(4)
|
|
50.00
|
%
|
|
October 2022
|
|
|
5.45%
|
|
65,000
|
|
|
—
|
|
||
21 East 66th Street
|
|
32.28
|
%
|
|
April 2023
|
|
|
3.60%
|
|
12,000
|
|
|
12,000
|
|
||
3 Columbus Circle
|
|
48.90
|
%
|
|
March 2025
|
|
|
3.61%
|
|
350,000
|
|
|
350,000
|
|
||
1515 Broadway
|
|
69.87
|
%
|
|
March 2025
|
|
|
3.93%
|
|
872,528
|
|
|
—
|
|
||
11 Madison Avenue
|
|
60.00
|
%
|
|
September 2025
|
|
|
3.84%
|
|
1,400,000
|
|
|
1,400,000
|
|
||
800 Third Avenue
|
|
60.52
|
%
|
|
February 2026
|
|
|
3.37%
|
|
177,000
|
|
|
177,000
|
|
||
400 East 57th Street
|
|
41.00
|
%
|
|
November 2026
|
|
|
3.00%
|
|
100,000
|
|
|
100,000
|
|
||
Worldwide Plaza
|
|
24.35
|
%
|
|
November 2027
|
|
|
3.98%
|
|
1,200,000
|
|
|
—
|
|
||
Stonehenge Portfolio
(5)
|
|
Various
|
|
|
Various
|
|
|
4.17%
|
|
357,282
|
|
|
362,518
|
|
||
1745 Broadway
(6)
|
|
|
|
|
|
|
|
|
—
|
|
|
340,000
|
|
|||
Total fixed rate debt
|
|
|
|
|
|
|
|
|
$
|
5,569,138
|
|
|
$
|
3,566,846
|
|
|
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Jericho Plaza
(7)
|
|
11.67
|
%
|
|
March 2018
|
|
L+
|
4.15%
|
|
$
|
81,099
|
|
|
$
|
76,993
|
|
724 Fifth Avenue
|
|
50.00
|
%
|
|
April 2018
|
|
L+
|
2.42%
|
|
275,000
|
|
|
275,000
|
|
||
175-225 Third Street Brooklyn, New York
|
|
95.00
|
%
|
|
June 2018
|
|
Prime+
|
1.00%
|
|
40,000
|
|
|
40,000
|
|
||
280 Park Avenue
|
|
50.00
|
%
|
|
September 2019
|
|
L+
|
1.73%
|
|
1,200,000
|
|
|
900,000
|
|
||
121 Greene Street
|
|
50.00
|
%
|
|
November 2019
|
|
L+
|
1.50%
|
|
15,000
|
|
|
15,000
|
|
||
1745 Broadway
(8)
|
|
56.87
|
%
|
|
January 2020
|
|
L+
|
1.85%
|
|
345,000
|
|
|
—
|
|
||
10 East 53rd Street
|
|
55.00
|
%
|
|
February 2020
|
|
L+
|
2.25%
|
|
170,000
|
|
|
125,000
|
|
||
131-137 Spring Street
|
|
20.00
|
%
|
|
August 2020
|
|
L+
|
1.55%
|
|
141,000
|
|
|
141,000
|
|
||
1552 Broadway
|
|
50.00
|
%
|
|
October 2020
|
|
L+
|
2.65%
|
|
195,000
|
|
|
185,410
|
|
||
55 West 46th Street
(9)
|
|
25.00
|
%
|
|
November 2020
|
|
L+
|
2.13%
|
|
171,444
|
|
|
157,322
|
|
||
11 West 34th Street
|
|
30.00
|
%
|
|
January 2021
|
|
L+
|
1.45%
|
|
23,000
|
|
|
23,000
|
|
||
100 Park Avenue
|
|
49.90
|
%
|
|
February 2021
|
|
L+
|
1.75%
|
|
360,000
|
|
|
360,000
|
|
||
One Vanderbilt
(10)
|
|
71.01
|
%
|
|
September 2021
|
|
L+
|
3.50%
|
|
355,535
|
|
|
—
|
|
Property
|
|
Economic Interest
(1)
|
|
Maturity Date
|
|
Interest
Rate
(2)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
605 West 42nd Street
|
|
20.00
|
%
|
|
August 2027
|
|
L+
|
1.44%
|
|
550,000
|
|
|
539,000
|
|
||
21 East 66th Street
|
|
32.28
|
%
|
|
June 2033
|
|
1 Year Treasury+
|
2.75%
|
|
1,648
|
|
|
1,726
|
|
||
Stonehenge Portfolio
|
|
Various
|
|
|
April 2018
|
|
L+
|
1.25%
|
|
55,340
|
|
|
65,577
|
|
||
650 Fifth Avenue
(11)
|
|
|
|
|
|
|
|
|
—
|
|
|
77,500
|
|
|||
Total floating rate debt
|
|
|
|
|
|
|
|
|
$
|
3,979,066
|
|
|
$
|
2,982,528
|
|
|
Total joint venture mortgages and other loans payable
|
|
|
|
|
$
|
9,548,204
|
|
|
$
|
6,549,374
|
|
|||||
Deferred financing costs, net
|
|
|
|
|
|
|
|
|
(136,103
|
)
|
|
(95,408
|
)
|
|||
Total joint venture mortgages and other loans payable, net
|
|
|
|
|
$
|
9,412,101
|
|
|
$
|
6,453,966
|
|
(1)
|
Economic interest represents the Company's interests in the joint venture as of
December 31, 2017
. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures note above.
|
(2)
|
Interest rate as of
December 31, 2017
, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified.
|
(3)
|
These loans are comprised of a
$300.0 million
fixed rate mortgage loan and
$355.3 million
mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.
|
(4)
|
In November 2017, we closed on a
$65.0 million
mezzanine loan with a fixed interest rate of
545
basis points and a maturity date of October 2022. As a result, the
$225.0 million
mortgage loan was reduced to
$210.0 million
with a fixed interest rate of
446
basis points. These loans are now comprised of a
$210.0 million
fixed rate mortgage loan and
$65.0 million
fixed rate mezzanine loan.
|
(5)
|
Amount is comprised of
$33.8 million
,
$137.1 million
,
$171.6 million
, and
$14.8 million
in fixed-rate mortgages that mature in January 2018, August 2019, June 2024, and February 2027, respectively. In January 2018, the fixed-rate mortgage set to mature in January 2018 was refinanced with a
$38.0 million
mortgage loan with a floating interest rate of
140
basis points over 30-day LIBOR and a maturity date of January 2021.
|
(6)
|
In January 2017, this loan was refinanced with a floating rate loan as shown above.
|
(7)
|
The property secures a
two
year
$100.0 million
loan, of which
$81.1 million
is currently outstanding.
|
(8)
|
This loan has a committed amount of
$375.0 million
, of which
$30.0 million
was unfunded as of
December 31, 2017
.
|
(9)
|
This loan has a committed amount of
$195.0 million
, of which
$23.6 million
was unfunded as of
December 31, 2017
.
|
(10)
|
This loan is a
$1.5 billion
construction facility in connection with the development of One Vanderbilt. This facility bears interest at
350
basis points over 30-day LIBOR, with reductions based on meeting certain conditions, and has an initial
five
-year term with
two
one
-year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts.
|
(11)
|
In September 2017, this loan was refinanced with a fixed rate loan as shown above.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Commercial real estate property, net
|
$
|
12,822,133
|
|
|
$
|
9,131,717
|
|
Cash and restricted cash
|
494,909
|
|
|
328,455
|
|
||
Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance
|
349,944
|
|
|
232,778
|
|
||
Debt and preferred equity investments, net
|
202,539
|
|
|
336,164
|
|
||
Other assets
|
1,407,806
|
|
|
683,481
|
|
||
Total assets
|
$
|
15,277,331
|
|
|
$
|
10,712,595
|
|
Liabilities and members' equity
|
|
|
|
||||
Mortgages and other loans payable, net
|
$
|
9,412,101
|
|
|
$
|
6,453,966
|
|
Deferred revenue/gain
|
985,648
|
|
|
356,414
|
|
||
Other liabilities
|
411,053
|
|
|
391,500
|
|
||
Members' equity
|
4,468,529
|
|
|
3,510,715
|
|
||
Total liabilities and members' equity
|
$
|
15,277,331
|
|
|
$
|
10,712,595
|
|
Company's investments in unconsolidated joint ventures
|
$
|
2,362,989
|
|
|
$
|
1,890,186
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Total revenues
|
$
|
904,230
|
|
|
$
|
712,689
|
|
|
$
|
576,845
|
|
Operating expenses
|
157,610
|
|
|
126,913
|
|
|
106,613
|
|
|||
Ground rent
|
16,794
|
|
|
14,924
|
|
|
14,083
|
|
|||
Real estate taxes
|
142,774
|
|
|
111,673
|
|
|
89,734
|
|
|||
Interest expense, net of interest income
|
250,063
|
|
|
197,741
|
|
|
199,126
|
|
|||
Amortization of deferred financing costs
|
23,026
|
|
|
24,829
|
|
|
13,394
|
|
|||
Transaction related costs
|
146
|
|
|
5,566
|
|
|
615
|
|
|||
Depreciation and amortization
|
279,419
|
|
|
199,011
|
|
|
149,023
|
|
|||
Total expenses
|
$
|
869,832
|
|
|
$
|
680,657
|
|
|
$
|
572,588
|
|
Loss on early extinguishment of debt
|
(7,899
|
)
|
|
(1,606
|
)
|
|
(1,089
|
)
|
|||
Net income before gain on sale
|
$
|
26,499
|
|
|
$
|
30,426
|
|
|
$
|
3,168
|
|
Company's equity in net income from unconsolidated joint ventures
|
$
|
21,892
|
|
|
$
|
11,874
|
|
|
$
|
13,028
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred leasing costs
|
$
|
443,341
|
|
|
$
|
468,971
|
|
Less: accumulated amortization
|
(217,140
|
)
|
|
(201,371
|
)
|
||
Deferred costs, net
|
$
|
226,201
|
|
|
$
|
267,600
|
|
Property
|
|
Maturity
Date
|
|
Interest
Rate
(1)
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|
||||
Unsecured Loan
|
|
June 2018
|
|
|
4.81%
|
|
$
|
16,000
|
|
|
$
|
16,000
|
|
One Madison Avenue
|
|
May 2020
|
|
|
5.91%
|
|
486,153
|
|
|
517,806
|
|
||
762 Madison Avenue
|
|
February 2022
|
|
|
5.00%
|
|
771
|
|
|
7,694
|
|
||
100 Church Street
|
|
July 2022
|
|
|
4.68%
|
|
217,273
|
|
|
221,446
|
|
||
919 Third Avenue
(2)
|
|
June 2023
|
|
|
5.12%
|
|
500,000
|
|
|
500,000
|
|
||
420 Lexington Avenue
|
|
October 2024
|
|
|
3.99%
|
|
300,000
|
|
|
300,000
|
|
||
400 East 58th Street
(3)
|
|
November 2026
|
|
|
3.00%
|
|
40,000
|
|
|
40,000
|
|
||
Landmark Square
|
|
January 2027
|
|
|
4.90%
|
|
100,000
|
|
|
100,000
|
|
||
485 Lexington Avenue
|
|
February 2027
|
|
|
4.25%
|
|
450,000
|
|
|
450,000
|
|
||
1080 Amsterdam
(4)
|
|
February 2027
|
|
|
3.58%
|
|
36,363
|
|
|
—
|
|
||
315 West 33rd Street
|
|
February 2027
|
|
|
4.17%
|
|
250,000
|
|
|
—
|
|
||
Series J Preferred Units
(5)
|
|
April 2051
|
|
|
3.75%
|
|
4,000
|
|
|
4,000
|
|
||
1515 Broadway
(6)
|
|
|
|
|
|
|
—
|
|
|
888,531
|
|
||
885 Third Avenue
(7)
|
|
|
|
|
|
|
—
|
|
|
267,650
|
|
||
FHLBNY Facility
(8)
|
|
|
|
|
|
|
—
|
|
|
105,000
|
|
||
FHLBNY Facility
(8)
|
|
|
|
|
|
|
—
|
|
|
100,000
|
|
||
Total fixed rate debt
|
|
|
|
|
|
|
$
|
2,400,560
|
|
|
$
|
3,518,127
|
|
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|
||||
719 Seventh Avenue
(9)
|
|
February 2018
|
|
L+
|
3.05%
|
|
$
|
41,622
|
|
|
$
|
37,388
|
|
183, 187 Broadway & 5-7 Dey Street
|
|
May 2018
|
|
L+
|
2.70%
|
|
58,000
|
|
|
58,000
|
|
||
2017 Master Repurchase Agreement
|
|
June 2018
|
|
L+
|
2.38%
|
|
90,809
|
|
|
—
|
|
||
220 East 42nd Street
|
|
October 2020
|
|
L+
|
1.60%
|
|
275,000
|
|
|
275,000
|
|
||
2016 Master Repurchase Agreement
(10)
|
|
|
|
|
|
|
—
|
|
|
184,642
|
|
||
One Vanderbilt Avenue
(11)
|
|
|
|
|
|
|
—
|
|
|
64,030
|
|
||
1080 Amsterdam
(12)
|
|
|
|
|
|
|
—
|
|
|
3,525
|
|
||
Total floating rate debt
|
|
|
|
|
|
|
$
|
465,431
|
|
|
$
|
622,585
|
|
Total fixed rate and floating rate debt
|
|
|
|
|
|
|
$
|
2,865,991
|
|
|
$
|
4,140,712
|
|
Mortgages reclassed to liabilities related to assets held for sale
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||
Total mortgages and other loans payable
|
|
|
|
|
|
|
$
|
2,865,991
|
|
|
$
|
4,140,712
|
|
Deferred financing costs, net of amortization
|
|
|
|
|
|
|
(28,709
|
)
|
|
(66,882
|
)
|
||
Total mortgages and other loans payable, net
|
|
|
|
|
|
|
$
|
2,837,282
|
|
|
$
|
4,073,830
|
|
(1)
|
Interest rate as of
December 31, 2017
, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified.
|
(2)
|
We own a
51.0%
controlling interest in the consolidated joint venture that is the borrower on this loan. In January 2018, the partnership agreement for our investment in the property at 919 Third Avenue was modified resulting in our partner now having substantive participating rights in the venture. As a result the investment will no longer be deemed a VIE and our investment in the property will be deconsolidated as of January 1, 2018.
|
(3)
|
The loan carries a fixed interest rate of
300
basis points for the first
five years
and is prepayable without penalty at the end of year
five
.
|
(4)
|
The loan is comprised of a
$35.5 million
mortgage loan and
$0.9 million
subordinate loan with a fixed interest rate of
350
basis points and
700
basis points, respectively, for the first
five years
and is prepayable without penalty at the end of year
five
.
|
(5)
|
In connection with the acquisition of a commercial real estate property, the Operating Partnership issued
$4.0 million
,
3.75%
Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of
$1,000
per unit. The Series J Preferred Units are accounted for as debt because they can be redeemed in cash by the Operating Partnership on the earlier of (i) the date of the sale of the property or (ii) April 30, 2051 or at the option of the unitholders as provided for in the related agreement.
|
(6)
|
In November 2017, the Company sold a
30.13%
interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method. This property is presented as an unconsolidated joint venture as of
December 31, 2017
. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and closed on the sale of an additional
12.87%
interest in the property to Allianz in February 2018.
|
(7)
|
In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting at that time. In April 2017, the mortgage was refinanced by the buyer, resulting in the Company deconsolidating the property from its financial statements in the second quarter of 2017.
|
(8)
|
The facility was repaid in January 2017.
|
(9)
|
In January 2018, we exercised an
one year
extension option to extend the maturity date to February 2019.
|
(10)
|
The master repurchase agreement was repaid in October 2017.
|
(11)
|
In September 2016, we closed on a
$1.5 billion
construction facility in connection with the development of One Vanderbilt Avenue. In January 2017, we admitted
two
partners, National Pension Service of Korea and Hines Interest LP, into the One Vanderbilt Avenue development project. In April 2017, the criteria for deconsolidation were met, and the development is shown within investments in unconsolidated joint ventures. See Note 6, "Investments in Unconsolidated Joint Ventures".
|
(12)
|
In January 2017, this loan was refinanced with a fixed rate loan as shown above.
|
Issuance
|
|
December 31,
2017
Unpaid
Principal
Balance
|
|
December 31,
2017
Accreted
Balance
|
|
December 31,
2016
Accreted
Balance
|
|
Coupon
Rate
(1)
|
|
Initial Term
(in Years)
|
|
Maturity Date
|
|||||||
August 5, 2011
(2)
|
|
$
|
250,000
|
|
|
$
|
249,953
|
|
|
$
|
249,880
|
|
|
5.00
|
%
|
|
7
|
|
August 2018
|
March 16, 2010
(2)
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
7.75
|
%
|
|
10
|
|
March 2020
|
|||
October 5, 2017
(3)
|
|
500,000
|
|
|
499,489
|
|
|
—
|
|
|
3.25
|
%
|
|
5
|
|
October 2022
|
|||
November 15, 2012
(4)
|
|
300,000
|
|
|
305,163
|
|
|
200,000
|
|
|
4.50
|
%
|
|
10
|
|
December 2022
|
|||
December 17, 2015
(2)
|
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|
4.27
|
%
|
|
10
|
|
December 2025
|
|||
October 12, 2010
(5)
|
|
—
|
|
|
—
|
|
|
334,077
|
|
|
|
|
|
|
|
||||
|
|
$
|
1,400,000
|
|
|
$
|
1,404,605
|
|
|
$
|
1,133,957
|
|
|
|
|
|
|
|
|
Deferred financing costs, net
|
|
|
|
(8,666
|
)
|
|
(5,642
|
)
|
|
|
|
|
|
|
|||||
|
|
$
|
1,400,000
|
|
|
$
|
1,395,939
|
|
|
$
|
1,128,315
|
|
|
|
|
|
|
|
(1)
|
Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.
|
(2)
|
Issued by the Company, the Operating Partnership and ROP, as co-obligors.
|
(3)
|
Issued by the Operating Partnership with the Company and ROP as guarantors.
|
(4)
|
In October 2017, the Company, the Operating Partnership and ROP, as co-obligors, issued an additional
$100.0 million
of
4.50%
senior unsecured notes due December 2022. The notes were priced at
105.334%
.
|
(5)
|
In accordance with the terms of the indenture, the notes became exchangeable commencing September 14, 2017 and the Operating Partnership elected to settle exchanges in cash. In October 2017, all note holders elected to exchange the notes and the notes were repaid for
$350.8 million
, excluding accrued interest based on the applicable exchange rate.
|
|
Scheduled
Amortization
|
|
Principal
|
|
Revolving
Credit
Facility
|
|
Unsecured Term Loans
|
|
Trust
Preferred
Securities
|
|
Senior
Unsecured
Notes
|
|
Total
|
|
Joint
Venture
Debt
|
||||||||||||||||
2018
|
$
|
37,971
|
|
|
$
|
206,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
494,402
|
|
|
$
|
200,250
|
|
2019
|
42,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,289
|
|
|
717,682
|
|
||||||||
2020
|
23,487
|
|
|
679,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
953,018
|
|
|
473,809
|
|
||||||||
2021
|
11,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,656
|
|
|
449,740
|
|
||||||||
2022
|
9,448
|
|
|
198,555
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
|
1,008,003
|
|
|
223,330
|
|
||||||||
Thereafter
|
16,675
|
|
|
1,639,948
|
|
|
40,000
|
|
|
1,500,000
|
|
|
100,000
|
|
|
100,000
|
|
|
3,396,623
|
|
|
2,119,481
|
|
||||||||
|
$
|
141,526
|
|
|
$
|
2,724,465
|
|
|
$
|
40,000
|
|
|
$
|
1,500,000
|
|
|
$
|
100,000
|
|
|
$
|
1,400,000
|
|
|
$
|
5,905,991
|
|
|
$
|
4,184,292
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense before capitalized interest
|
$
|
284,649
|
|
|
$
|
348,062
|
|
|
$
|
357,926
|
|
Interest capitalized
|
(26,020
|
)
|
|
(24,067
|
)
|
|
(31,108
|
)
|
|||
Interest income
|
(1,584
|
)
|
|
(2,796
|
)
|
|
(2,948
|
)
|
|||
Interest expense, net
|
$
|
257,045
|
|
|
$
|
321,199
|
|
|
$
|
323,870
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Due from joint ventures
|
$
|
15,025
|
|
|
$
|
1,240
|
|
Other
|
8,014
|
|
|
14,616
|
|
||
Related party receivables
|
$
|
23,039
|
|
|
$
|
15,856
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
473,882
|
|
|
$
|
424,206
|
|
Distributions
|
(14,266
|
)
|
|
(12,671
|
)
|
||
Issuance of common units
|
25,723
|
|
|
78,495
|
|
||
Redemption of common units
|
(21,574
|
)
|
|
(31,805
|
)
|
||
Net income
|
3,995
|
|
|
10,136
|
|
||
Accumulated other comprehensive income allocation
|
(94
|
)
|
|
1,299
|
|
||
Fair value adjustment
|
(5,712
|
)
|
|
4,222
|
|
||
Balance at end of period
|
$
|
461,954
|
|
|
$
|
473,882
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
302,010
|
|
|
$
|
282,516
|
|
Issuance of preferred units
|
—
|
|
|
22,793
|
|
||
Redemption of preferred units
|
(275
|
)
|
|
(3,299
|
)
|
||
Balance at end of period
|
$
|
301,735
|
|
|
$
|
302,010
|
|
Period
|
Number of shares purchased
|
Average price paid per share
|
Cumulative number of shares purchased as part of the repurchase plan or programs
|
Maximum approximate dollar value of shares that may yet be purchased under the plan (in millions)
(1)
|
First quarter 2017
|
63,812
|
$103.84
|
63,812
|
$1,493.4
|
Second quarter 2017
|
2,384,323
|
$103.40
|
2,448,135
|
$1,246.8
|
Third quarter 2017
|
951,866
|
$101.67
|
3,400,001
|
$1,150.0
|
Fourth quarter 2017
(2)
|
4,942,410
|
$100.76
|
8,342,411
|
$652.0
|
(1)
|
Reflective of
$1.5 billion
plan maximum as of
December 31, 2017
.
|
(2)
|
Includes
413,700
shares of common stock repurchased by the Company in December 2017 that were settled in January 2018.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Common Stock Shares Issued
|
2,141
|
|
|
2,687
|
|
|
775,760
|
|
|||
Dividend reinvestments/stock purchases under the DRSPP
|
$
|
223
|
|
|
$
|
277
|
|
|
$
|
99,555
|
|
|
Year Ended December 31,
|
||||||||||
Numerator
|
2017
|
|
2016
|
|
2015
|
||||||
Basic Earnings:
|
|
|
|
|
|
||||||
Income attributable to SL Green common stockholders
|
$
|
86,424
|
|
|
$
|
234,946
|
|
|
$
|
269,132
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
||||||
Redemption of units to common shares
|
3,995
|
|
|
10,136
|
|
|
10,565
|
|
|||
Diluted Earnings:
|
|
|
|
|
|
||||||
Income attributable to SL Green common stockholders
|
$
|
90,419
|
|
|
$
|
245,082
|
|
|
$
|
279,697
|
|
|
Year Ended December 31,
|
|||||||
Denominator
|
2017
|
|
2016
|
|
2015
|
|||
Basic Shares:
|
|
|
|
|
|
|||
Weighted average common stock outstanding
|
98,571
|
|
|
100,185
|
|
|
99,345
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|||
Operating Partnership units redeemable for common shares
|
4,556
|
|
|
4,323
|
|
|
3,899
|
|
Stock-based compensation plans
|
276
|
|
|
373
|
|
|
490
|
|
Diluted weighted average common stock outstanding
|
103,403
|
|
|
104,881
|
|
|
103,734
|
|
|
Year Ended December 31,
|
||||||||||
Numerator
|
2017
|
|
2016
|
|
2015
|
||||||
Basic and Diluted Earnings:
|
|
|
|
|
|
||||||
Income attributable to SLGOP common unitholders
|
$
|
90,419
|
|
|
$
|
245,082
|
|
|
$
|
279,697
|
|
|
Year Ended December 31,
|
|||||||
Denominator
|
2017
|
|
2016
|
|
2015
|
|||
Basic units:
|
|
|
|
|
|
|||
Weighted average common units outstanding
|
103,127
|
|
|
104,508
|
|
|
103,244
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|||
Stock-based compensation plans
|
276
|
|
|
373
|
|
|
490
|
|
Diluted weighted average common units outstanding
|
103,403
|
|
|
104,881
|
|
|
103,734
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Dividend yield
|
2.51
|
%
|
|
2.37
|
%
|
|
1.97
|
%
|
Expected life
|
4.4 years
|
|
|
3.7 years
|
|
|
3.6 years
|
|
Risk-free interest rate
|
1.73
|
%
|
|
1.57
|
%
|
|
1.43
|
%
|
Expected stock price volatility
|
28.10
|
%
|
|
26.76
|
%
|
|
32.34
|
%
|
|
2017
|
|
2016
|
2015
|
||||||||||||||||||
|
Options Outstanding
|
|
Weighted Average
Exercise Price
|
|
Options Outstanding
|
|
Weighted Average
Exercise Price
|
Options
Outstanding |
|
Weighted
Average Exercise Price |
||||||||||||
Balance at beginning of year
|
$
|
1,737,213
|
|
|
$
|
98.44
|
|
|
$
|
1,595,007
|
|
|
$
|
95.52
|
|
$
|
1,462,726
|
|
|
$
|
87.98
|
|
Granted
|
174,000
|
|
|
105.66
|
|
|
445,100
|
|
|
105.86
|
|
389,836
|
|
|
112.54
|
|
||||||
Exercised
|
(292,193
|
)
|
|
81.07
|
|
|
(192,875
|
)
|
|
76.90
|
|
(217,438
|
)
|
|
74.69
|
|
||||||
Lapsed or canceled
|
(70,301
|
)
|
|
121.68
|
|
|
(110,019
|
)
|
|
123.86
|
|
(40,117
|
)
|
|
98.61
|
|
||||||
Balance at end of year
|
$
|
1,548,719
|
|
|
$
|
101.48
|
|
|
$
|
1,737,213
|
|
|
$
|
98.44
|
|
$
|
1,595,007
|
|
|
$
|
95.52
|
|
Options exercisable at end of year
|
800,902
|
|
|
$
|
94.33
|
|
|
748,617
|
|
|
$
|
87.72
|
|
589,055
|
|
|
$
|
89.85
|
|
|||
Weighted average fair value of options granted during the year
|
$
|
3,816,652
|
|
|
|
|
|
$
|
8,363,036
|
|
|
|
|
$
|
9,522,613
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
3,202,031
|
|
|
3,137,881
|
|
|
3,000,979
|
|
|||
Granted
|
96,185
|
|
|
98,800
|
|
|
143,053
|
|
|||
Canceled
|
—
|
|
|
(34,650
|
)
|
|
(6,151
|
)
|
|||
Balance at end of year
|
3,298,216
|
|
|
3,202,031
|
|
|
3,137,881
|
|
|||
Vested during the year
|
95,736
|
|
|
83,822
|
|
|
87,081
|
|
|||
Compensation expense recorded
|
$
|
9,809,749
|
|
|
$
|
7,153,966
|
|
|
$
|
7,540,747
|
|
Weighted average fair value of restricted stock granted during the year
|
$
|
9,905,986
|
|
|
$
|
10,650,077
|
|
|
$
|
16,061,201
|
|
|
Net unrealized gain on derivative instruments
(
1
)
|
|
SL Green’s share of joint venture net unrealized gain on derivative instruments
(
2
)
|
|
Net unrealized gain on marketable securities
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
(9,498
|
)
|
|
$
|
(95
|
)
|
|
$
|
2,613
|
|
|
$
|
(6,980
|
)
|
Other comprehensive loss before reclassifications
|
(11,143
|
)
|
|
(1,714
|
)
|
|
(610
|
)
|
|
(13,467
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
10,481
|
|
|
1,217
|
|
|
—
|
|
|
11,698
|
|
||||
Balance at December 31, 2015
|
(10,160
|
)
|
|
(592
|
)
|
|
2,003
|
|
|
(8,749
|
)
|
||||
Other comprehensive income before reclassifications
|
13,534
|
|
|
1,160
|
|
|
3,517
|
|
|
18,211
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
9,222
|
|
|
3,453
|
|
|
—
|
|
|
12,675
|
|
||||
Balance at December 31, 2016
|
12,596
|
|
|
4,021
|
|
|
5,520
|
|
|
22,137
|
|
||||
Other comprehensive (loss) income before reclassifications
|
(1,618
|
)
|
|
233
|
|
|
(1,348
|
)
|
|
(2,733
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1,564
|
|
|
766
|
|
|
(3,130
|
)
|
|
(800
|
)
|
||||
Balance at December 31, 2017
|
$
|
12,542
|
|
|
$
|
5,020
|
|
|
$
|
1,042
|
|
|
$
|
18,604
|
|
(1)
|
Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of
December 31, 2017
and
2016
, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was
$3.2 million
and
$7.1 million
, respectively.
|
(2)
|
Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of operations.
|
|
December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
28,579
|
|
|
$
|
—
|
|
|
$
|
28,579
|
|
|
$
|
—
|
|
Interest rate cap and swap agreements (included in other assets)
|
$
|
16,692
|
|
|
$
|
—
|
|
|
$
|
16,692
|
|
|
$
|
—
|
|
|
December 31, 2016
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
85,110
|
|
|
$
|
48,315
|
|
|
$
|
36,795
|
|
|
$
|
—
|
|
Interest rate cap and swap agreements (included in other assets)
|
$
|
21,090
|
|
|
$
|
—
|
|
|
$
|
21,090
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate cap and swap agreements (included in accrued interest payable and other liabilities)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
(1)
|
|
Fair Value
|
|
Carrying Value
(1)
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Debt and preferred equity investments
|
$
|
2,114,041
|
|
|
(2)
|
|
$
|
1,640,412
|
|
|
(2)
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Fixed rate debt
|
$
|
4,305,165
|
|
|
$
|
4,421,866
|
|
|
$
|
5,452,084
|
|
|
$
|
5,722,494
|
|
Variable rate debt
|
1,605,431
|
|
|
1,612,224
|
|
|
1,105,585
|
|
|
1,110,110
|
|
||||
|
$
|
5,910,596
|
|
|
$
|
6,034,090
|
|
|
$
|
6,557,669
|
|
|
$
|
6,832,604
|
|
(1)
|
Amounts exclude net deferred financing costs.
|
(2)
|
At
December 31, 2017
, debt and preferred equity investments had an estimated fair value ranging between
$2.1 billion
and
$2.3 billion
. At
December 31, 2016
, debt and preferred equity investments had an estimated fair value ranging between
$1.6 billion
and
$1.8 billion
.
|
|
Notional
Value
|
|
Strike
Rate
|
|
Effective
Date
|
|
Expiration
Date
|
|
Balance Sheet Location
|
|
Fair
Value
|
|||||
Interest Rate Swap
|
$
|
200,000
|
|
|
1.131
|
%
|
|
July 2016
|
|
July 2023
|
|
Other Assets
|
|
$
|
10,747
|
|
Interest Rate Swap
|
100,000
|
|
|
1.161
|
%
|
|
July 2016
|
|
July 2023
|
|
Other Assets
|
|
5,217
|
|
||
Interest Rate Swap
|
21,394
|
|
|
12.000
|
%
|
|
January 2017
|
|
January 2019
|
|
Other Assets
|
|
167
|
|
||
Interest Rate Cap
|
137,500
|
|
|
4.000
|
%
|
|
September 2017
|
|
September 2019
|
|
Other Assets
|
|
2
|
|
||
Interest Rate Swap
|
100,000
|
|
|
1.928
|
%
|
|
December 2017
|
|
November 2020
|
|
Other Assets
|
|
288
|
|
||
Interest Rate Swap
|
100,000
|
|
|
1.934
|
%
|
|
December 2017
|
|
November 2020
|
|
Other Assets
|
|
271
|
|
||
|
|
|
|
|
|
|
|
|
|
|
$
|
16,692
|
|
|
|
Amount of (Loss) Gain
Recognized in
Other Comprehensive Loss
(Effective Portion)
|
|
Location of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
|
|
Amount of Loss
Reclassified from
Accumulated Other Comprehensive Loss into Income
(Effective Portion)
|
|
Location of (Loss) Gain Recognized in Income on Derivative
|
|
Amount of (Loss) Gain
Recognized into Income
(Ineffective Portion)
|
||||||||||||||||||||||||||||||
|
|
Year Ended
December 31, |
|
|
Year Ended
December 31, |
|
|
Year Ended
December 31, |
||||||||||||||||||||||||||||||||
Derivative
|
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||
Interest Rate Swaps/Caps
|
|
$
|
(2,282
|
)
|
|
$
|
14,616
|
|
|
$
|
(11,607
|
)
|
|
Interest expense
|
|
$
|
1,821
|
|
|
$
|
9,521
|
|
|
$
|
10,892
|
|
|
Interest expense
|
|
$
|
5
|
|
|
$
|
(28
|
)
|
|
$
|
(422
|
)
|
Share of unconsolidated joint ventures' derivative instruments
|
|
(200
|
)
|
|
2,012
|
|
|
(1,779
|
)
|
|
Equity in net income from unconsolidated joint ventures
|
|
1,035
|
|
|
1,981
|
|
|
1,265
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
55
|
|
|
785
|
|
|
(19
|
)
|
|||||||||
|
|
$
|
(2,482
|
)
|
|
$
|
16,628
|
|
|
$
|
(13,386
|
)
|
|
|
|
$
|
2,856
|
|
|
$
|
11,502
|
|
|
$
|
12,157
|
|
|
|
|
$
|
60
|
|
|
$
|
757
|
|
|
$
|
(441
|
)
|
|
|
Consolidated
Properties
|
|
Unconsolidated
Properties
|
||||
2018
|
|
$
|
901,092
|
|
|
$
|
433,764
|
|
2019
|
|
865,254
|
|
|
386,564
|
|
||
2020
|
|
790,714
|
|
|
424,201
|
|
||
2021
|
|
657,283
|
|
|
426,078
|
|
||
2022
|
|
558,993
|
|
|
414,889
|
|
||
Thereafter
|
|
3,339,829
|
|
|
3,102,309
|
|
||
|
|
$
|
7,113,165
|
|
|
$
|
5,187,805
|
|
Benefit Plan
|
2017
|
|
2016
|
|
2015
|
||||||
Pension Plan
|
$
|
3,856
|
|
|
$
|
3,979
|
|
|
$
|
2,732
|
|
Health Plan
|
11,426
|
|
|
11,530
|
|
|
8,736
|
|
|||
Other plans
|
1,463
|
|
|
1,583
|
|
|
5,716
|
|
|||
Total plan contributions
|
$
|
16,745
|
|
|
$
|
17,092
|
|
|
$
|
17,184
|
|
|
|
Capital lease
|
|
Non-cancellable
operating leases
|
||||
2018
|
|
$
|
2,387
|
|
|
$
|
31,049
|
|
2019
|
|
2,411
|
|
|
31,066
|
|
||
2020
|
|
2,620
|
|
|
31,436
|
|
||
2021
|
|
2,794
|
|
|
31,628
|
|
||
2022
|
|
2,794
|
|
|
29,472
|
|
||
Thereafter
|
|
819,894
|
|
|
703,254
|
|
||
Total minimum lease payments
|
|
$
|
832,900
|
|
|
$
|
857,905
|
|
Amount representing interest
|
|
(790,057
|
)
|
|
|
|||
Capital lease obligations
|
|
$
|
42,843
|
|
|
|
|
|
Real Estate Segment
|
|
Debt and Preferred Equity Segment
|
|
Total Company
|
||||||
Total revenues
|
|
|
|
|
|
|
||||||
Years ended:
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
$
|
1,317,602
|
|
|
$
|
193,871
|
|
|
$
|
1,511,473
|
|
December 31, 2016
|
|
1,650,973
|
|
|
213,008
|
|
|
1,863,981
|
|
|||
December 31, 2015
|
|
1,481,701
|
|
|
181,128
|
|
|
1,662,829
|
|
|||
Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, gain on sale of real estate, depreciable real estate reserves, loss on early extinguishment of debt, and gain (loss) on sale of marketable securities
|
|
|
|
|
|
|
||||||
Years ended:
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
$
|
16,557
|
|
|
$
|
170,363
|
|
|
$
|
186,920
|
|
December 31, 2016
|
|
(197,000
|
)
|
|
204,256
|
|
|
7,256
|
|
|||
December 31, 2015
|
|
(71,634
|
)
|
|
161,923
|
|
|
90,289
|
|
|||
Total assets
|
|
|
|
|
|
|
||||||
As of:
|
|
|
|
|
|
|
||||||
December 31, 2017
|
|
$
|
11,696,560
|
|
|
$
|
2,286,344
|
|
|
$
|
13,982,904
|
|
December 31, 2016
|
|
13,868,672
|
|
|
1,989,115
|
|
|
15,857,787
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, gain on sale of real estate, depreciable real estate reserves, loss on early extinguishment of debt, and gain (loss) on sale of marketable securities
|
|
$
|
186,920
|
|
|
$
|
7,256
|
|
|
$
|
90,289
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
16,166
|
|
|
44,009
|
|
|
15,844
|
|
|||
Purchase price fair value adjustment
|
|
—
|
|
|
—
|
|
|
40,078
|
|
|||
Gain on sale of real estate, net
|
|
73,241
|
|
|
238,116
|
|
|
175,974
|
|
|||
Depreciable real estate reserves
|
|
(178,520
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||
Gain (loss) on sale of investment in marketable securities
|
|
3,262
|
|
|
(83
|
)
|
|
—
|
|
|||
Income from continuing operations
|
|
101,069
|
|
|
278,911
|
|
|
302,910
|
|
|||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
427
|
|
|||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
14,122
|
|
|||
Net income
|
|
$
|
101,069
|
|
|
$
|
278,911
|
|
|
$
|
317,459
|
|
2017 Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||||
Total revenues
|
$
|
361,342
|
|
|
$
|
374,600
|
|
—
|
|
$
|
398,150
|
|
—
|
|
$
|
377,381
|
|
Income from continuing operations before equity in net income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain (loss) on sale of real estate, depreciable real estate reserves and gain on the sale of investment in marketable securities
|
$
|
47,234
|
|
|
$
|
40,687
|
|
—
|
|
$
|
32,401
|
|
—
|
|
$
|
44,706
|
|
Equity in net income from unconsolidated joint ventures
|
7,788
|
|
|
4,078
|
|
—
|
|
3,412
|
|
—
|
|
6,614
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
—
|
|
|
1,030
|
|
—
|
|
13,089
|
|
—
|
|
2,047
|
|
||||
Gain (loss) on sale of real estate, net
|
76,497
|
|
|
—
|
|
—
|
|
(3,823
|
)
|
—
|
|
567
|
|
||||
Depreciable real estate reserves
|
(93,184
|
)
|
|
—
|
|
—
|
|
(29,064
|
)
|
—
|
|
(56,272
|
)
|
||||
Gain on the sale of investment in marketable securities
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,262
|
|
||||
Noncontrolling interests and preferred unit distributions
|
(6,616
|
)
|
|
(3,188
|
)
|
—
|
|
(4,056
|
)
|
—
|
|
14,165
|
|
||||
Net income attributable to SL Green
|
31,719
|
|
|
42,607
|
|
|
|
11,959
|
|
|
|
15,089
|
|
||||
Perpetual preferred stock dividends
|
(3,737
|
)
|
|
(3,738
|
)
|
|
(3,737
|
)
|
—
|
|
(3,738
|
)
|
|||||
Net income attributable to SL Green common stockholders
|
$
|
27,982
|
|
|
$
|
38,869
|
|
|
|
$
|
8,222
|
|
|
|
$
|
11,351
|
|
Net income attributable to common stockholders per common share—basic
|
$
|
0.29
|
|
|
$
|
0.40
|
|
—
|
|
$
|
0.08
|
|
—
|
|
$
|
0.11
|
|
Net income attributable to common stockholders per common share—diluted
|
$
|
0.29
|
|
|
$
|
0.40
|
|
—
|
|
$
|
0.08
|
|
—
|
|
$
|
0.11
|
|
2016 Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Total revenues
|
$
|
374,242
|
|
|
$
|
416,681
|
|
|
$
|
617,614
|
|
|
$
|
455,444
|
|
Income (loss) from continuing operations before equity in net (loss) income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, depreciable real estate reserves and loss on sale of marketable securities
|
$
|
26,278
|
|
|
$
|
46,689
|
|
|
$
|
(76,304
|
)
|
|
$
|
(1,281
|
)
|
Equity in net (loss) income from unconsolidated joint ventures
|
(95
|
)
|
|
(3,968
|
)
|
|
5,841
|
|
|
10,096
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
421
|
|
|
225
|
|
|
33,448
|
|
|
9,915
|
|
||||
Gain on sale of real estate, net
|
27,366
|
|
|
397
|
|
|
196,580
|
|
|
13,773
|
|
||||
Depreciable real estate reserves
|
—
|
|
|
—
|
|
|
(10,387
|
)
|
|
—
|
|
||||
Loss on the sale of investment in marketable securities
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
||||
Noncontrolling interests and preferred unit distributions
|
(6,217
|
)
|
|
(5,353
|
)
|
|
(11,901
|
)
|
|
(5,544
|
)
|
||||
Net income attributable to SL Green
|
47,753
|
|
|
37,990
|
|
|
137,194
|
|
|
26,959
|
|
||||
Perpetual preferred stock dividends
|
(3,737
|
)
|
|
(3,738
|
)
|
|
(3,737
|
)
|
|
(3,738
|
)
|
||||
Net income attributable to SL Green common stockholders
|
$
|
44,016
|
|
|
$
|
34,252
|
|
|
$
|
133,457
|
|
|
$
|
23,221
|
|
Net income attributable to common stockholders per common share—basic
|
$
|
0.44
|
|
|
$
|
0.34
|
|
|
$
|
1.33
|
|
|
$
|
0.23
|
|
Net income attributable to common stockholders per common share—diluted
|
$
|
0.44
|
|
|
$
|
0.34
|
|
|
$
|
1.33
|
|
|
$
|
0.23
|
|
2017 Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||||
Total revenues
|
$
|
361,342
|
|
|
$
|
374,600
|
|
—
|
|
$
|
398,150
|
|
—
|
|
$
|
377,381
|
|
Income from continuing operations before equity in net income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain (loss) on sale of real estate, depreciable real estate reserves and gain on the sale of investment in marketable securities
|
$
|
47,234
|
|
|
$
|
40,687
|
|
—
|
|
$
|
32,401
|
|
—
|
|
$
|
44,706
|
|
Equity in net income from unconsolidated joint ventures
|
7,788
|
|
|
4,078
|
|
—
|
|
3,412
|
|
—
|
|
6,614
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
—
|
|
|
1,030
|
|
—
|
|
13,089
|
|
—
|
|
2,047
|
|
||||
Gain (loss) on sale of real estate, net
|
76,497
|
|
|
—
|
|
—
|
|
(3,823
|
)
|
—
|
|
567
|
|
||||
Depreciable real estate reserves
|
(93,184
|
)
|
|
—
|
|
—
|
|
(29,064
|
)
|
—
|
|
(56,272
|
)
|
||||
Gain on the sale of investment in marketable securities
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,262
|
|
||||
Noncontrolling interests and preferred unit distributions
|
(5,328
|
)
|
|
(1,376
|
)
|
—
|
|
(3,637
|
)
|
—
|
|
14,641
|
|
||||
Net income attributable to SLGOP
|
33,007
|
|
|
44,419
|
|
—
|
|
12,378
|
|
|
|
15,565
|
|
||||
Perpetual preferred units distributions
|
(3,737
|
)
|
|
(3,738
|
)
|
—
|
|
(3,737
|
)
|
—
|
|
(3,738
|
)
|
||||
Net income attributable to SLGOP common unitholders
|
$
|
29,270
|
|
|
$
|
40,681
|
|
—
|
|
$
|
8,641
|
|
|
$
|
11,827
|
|
|
Net income attributable to common unitholders per common unit—basic
|
$
|
0.29
|
|
|
$
|
0.40
|
|
—
|
|
$
|
0.08
|
|
—
|
|
$
|
0.11
|
|
Net income attributable to common unitholders per common unit—diluted
|
$
|
0.29
|
|
|
$
|
0.40
|
|
—
|
|
$
|
0.08
|
|
—
|
|
$
|
0.11
|
|
2016 Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Total revenues
|
$
|
374,242
|
|
|
$
|
416,681
|
|
|
$
|
617,614
|
|
|
$
|
455,444
|
|
Income (loss) from continuing operations before equity in net (loss) income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, depreciable real estate reserves and loss on the sale of investment in marketable securities
|
$
|
26,278
|
|
|
$
|
46,689
|
|
|
$
|
(76,304
|
)
|
|
$
|
(1,281
|
)
|
Equity in net (loss) income from unconsolidated joint ventures
|
(95
|
)
|
|
(3,968
|
)
|
|
5,841
|
|
|
10,096
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
421
|
|
|
225
|
|
|
33,448
|
|
|
9,915
|
|
||||
Gain on sale of real estate, net
|
27,366
|
|
|
397
|
|
|
196,580
|
|
|
13,773
|
|
||||
Depreciable real estate reserves
|
—
|
|
|
—
|
|
|
(10,387
|
)
|
|
—
|
|
||||
Loss on the sale of investment in marketable securities
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
||||
Noncontrolling interests and preferred unit distributions
|
(4,252
|
)
|
|
(3,690
|
)
|
|
(6,315
|
)
|
|
(4,622
|
)
|
||||
Net income attributable to SLGOP
|
49,718
|
|
|
39,653
|
|
|
142,780
|
|
|
27,881
|
|
||||
Perpetual preferred units distributions
|
(3,737
|
)
|
|
(3,738
|
)
|
|
(3,737
|
)
|
|
(3,738
|
)
|
||||
Net income attributable to SLGOP common unitholders
|
$
|
45,981
|
|
|
$
|
35,915
|
|
|
$
|
139,043
|
|
|
$
|
24,143
|
|
Net income attributable to common unitholders per common unit—basic
|
$
|
0.44
|
|
|
$
|
0.34
|
|
|
$
|
1.33
|
|
|
$
|
0.23
|
|
Net income attributable to common unitholders per common unit—diluted
|
$
|
0.44
|
|
|
$
|
0.34
|
|
|
$
|
1.33
|
|
|
$
|
0.23
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
Description
|
|
Balance at
Beginning of
Year
|
|
Additions
Charged Against
Operations
|
|
Uncollectible
Accounts
Written-off/Recovery (1)
|
|
Balance at
End of Year
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Tenant and other receivables—allowance
|
|
$
|
16,592
|
|
|
$
|
6,106
|
|
|
$
|
(4,061
|
)
|
|
$
|
18,637
|
|
Deferred rent receivable—allowance
|
|
$
|
25,203
|
|
|
$
|
2,321
|
|
|
$
|
(10,317
|
)
|
|
$
|
17,207
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Tenant and other receivables—allowance
|
|
$
|
17,618
|
|
|
$
|
10,630
|
|
|
$
|
(11,656
|
)
|
|
$
|
16,592
|
|
Deferred rent receivable—allowance
|
|
$
|
21,730
|
|
|
$
|
13,620
|
|
|
$
|
(10,147
|
)
|
|
$
|
25,203
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Tenant receivables—allowance
|
|
$
|
18,068
|
|
|
$
|
8,139
|
|
|
$
|
(8,589
|
)
|
|
$
|
17,618
|
|
Deferred rent receivable—allowance
|
|
$
|
27,411
|
|
|
$
|
2,789
|
|
|
$
|
(8,470
|
)
|
|
$
|
21,730
|
|
Column A
|
|
Column B
|
|
Column C
Initial Cost
|
|
Column D Cost
Capitalized
Subsequent To
Acquisition
|
|
Column E Gross Amount at Which
Carried at Close of Period
|
|
Column F
|
|
Column G
|
|
Column H
|
|
Column I
|
||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building &
Improvements
|
|
Land
|
|
Building &
Improvements
|
|
Land
|
|
Building &
Improvements
|
|
Total
|
|
Accumulated Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Life on
Which
Depreciation is
Computed
|
||||||||||||||||||
420 Lexington Ave(1)
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
107,832
|
|
|
$
|
—
|
|
|
$
|
253,314
|
|
|
$
|
—
|
|
|
$
|
361,146
|
|
|
$
|
361,146
|
|
|
$
|
157,502
|
|
|
1927
|
|
3/1998
|
|
Various
|
711 Third Avenue(1)(2)
|
|
—
|
|
|
19,844
|
|
|
42,499
|
|
|
—
|
|
|
66,553
|
|
|
19,844
|
|
|
109,052
|
|
|
128,896
|
|
|
39,396
|
|
|
1955
|
|
5/1998
|
|
Various
|
|||||||||
555 W. 57th Street(1)
|
|
—
|
|
|
18,846
|
|
|
78,704
|
|
|
—
|
|
|
61,424
|
|
|
18,846
|
|
|
140,128
|
|
|
158,974
|
|
|
64,281
|
|
|
1971
|
|
1/1999
|
|
Various
|
|||||||||
220 East 42nd Street(1)
|
|
275,000
|
|
|
50,373
|
|
|
203,727
|
|
|
635
|
|
|
143,059
|
|
|
51,008
|
|
|
346,786
|
|
|
397,794
|
|
|
97,895
|
|
|
1929
|
|
2/2003
|
|
Various
|
|||||||||
461 Fifth Avenue(1)
|
|
—
|
|
|
—
|
|
|
62,695
|
|
|
—
|
|
|
16,185
|
|
|
—
|
|
|
78,880
|
|
|
78,880
|
|
|
28,378
|
|
|
1988
|
|
10/2003
|
|
Various
|
|||||||||
750 Third Avenue(1)
|
|
—
|
|
|
51,093
|
|
|
205,972
|
|
|
—
|
|
|
42,543
|
|
|
51,093
|
|
|
248,515
|
|
|
299,608
|
|
|
93,469
|
|
|
1958
|
|
7/2004
|
|
Various
|
|||||||||
625 Madison Ave(1)
|
|
—
|
|
|
—
|
|
|
246,673
|
|
|
—
|
|
|
43,175
|
|
|
—
|
|
|
289,848
|
|
|
289,848
|
|
|
107,791
|
|
|
1956
|
|
10/2004
|
|
Various
|
|||||||||
485 Lexington Avenue(1)
|
|
450,000
|
|
|
77,517
|
|
|
326,825
|
|
|
765
|
|
|
110,648
|
|
|
78,282
|
|
|
437,473
|
|
|
515,755
|
|
|
168,921
|
|
|
1956
|
|
12/2004
|
|
Various
|
|||||||||
609 Fifth Avenue(1)
|
|
—
|
|
|
36,677
|
|
|
145,954
|
|
|
—
|
|
|
10,435
|
|
|
36,677
|
|
|
156,389
|
|
|
193,066
|
|
|
46,059
|
|
|
1925
|
|
6/2006
|
|
Various
|
|||||||||
810 Seventh Avenue(1)
|
|
—
|
|
|
114,077
|
|
|
476,386
|
|
|
—
|
|
|
71,735
|
|
|
114,077
|
|
|
548,121
|
|
|
662,198
|
|
|
162,606
|
|
|
1970
|
|
1/2007
|
|
Various
|
|||||||||
919 Third Avenue(1)(3)
|
|
500,000
|
|
|
223,529
|
|
|
1,033,198
|
|
|
35,410
|
|
|
68,413
|
|
|
258,939
|
|
|
1,101,611
|
|
|
1,360,550
|
|
|
303,424
|
|
|
1970
|
|
1/2007
|
|
Various
|
|||||||||
1185 Avenue of the Americas(1)
|
|
—
|
|
|
—
|
|
|
728,213
|
|
|
—
|
|
|
47,793
|
|
|
—
|
|
|
776,006
|
|
|
776,006
|
|
|
242,681
|
|
|
1969
|
|
1/2007
|
|
Various
|
|||||||||
1350 Avenue of the Americas(1)
|
|
—
|
|
|
91,038
|
|
|
380,744
|
|
|
(97
|
)
|
|
41,911
|
|
|
90,941
|
|
|
422,655
|
|
|
513,596
|
|
|
124,638
|
|
|
1966
|
|
1/2007
|
|
Various
|
|||||||||
100 Summit Lake Drive(4)
|
|
—
|
|
|
10,526
|
|
|
43,109
|
|
|
—
|
|
|
11,215
|
|
|
10,526
|
|
|
54,324
|
|
|
64,850
|
|
|
16,963
|
|
|
1988
|
|
1/2007
|
|
Various
|
|||||||||
200 Summit Lake Drive(4)
|
|
—
|
|
|
11,183
|
|
|
47,906
|
|
|
—
|
|
|
11,177
|
|
|
11,183
|
|
|
59,083
|
|
|
70,266
|
|
|
18,818
|
|
|
1990
|
|
1/2007
|
|
Various
|
|||||||||
500 Summit Lake Drive(4)
|
|
—
|
|
|
9,777
|
|
|
39,048
|
|
|
—
|
|
|
6,358
|
|
|
9,777
|
|
|
45,406
|
|
|
55,183
|
|
|
13,074
|
|
|
1986
|
|
1/2007
|
|
Various
|
|||||||||
360 Hamilton Avenue(4)
|
|
—
|
|
|
29,497
|
|
|
118,250
|
|
|
—
|
|
|
15,392
|
|
|
29,497
|
|
|
133,642
|
|
|
163,139
|
|
|
39,811
|
|
|
2000
|
|
1/2007
|
|
Various
|
|||||||||
1-6 Landmark Square(5)
|
|
100,000
|
|
|
50,947
|
|
|
195,167
|
|
|
—
|
|
|
51,515
|
|
|
50,947
|
|
|
246,682
|
|
|
297,629
|
|
|
70,120
|
|
|
1973-1984
|
|
1/2007
|
|
Various
|
|||||||||
7 Landmark Square(5)
|
|
—
|
|
|
2,088
|
|
|
7,748
|
|
|
(367
|
)
|
|
670
|
|
|
1,721
|
|
|
8,418
|
|
|
10,139
|
|
|
1,286
|
|
|
2007
|
|
1/2007
|
|
Various
|
|||||||||
1010 Washington Boulevard(5)
|
|
—
|
|
|
7,747
|
|
|
30,423
|
|
|
—
|
|
|
7,378
|
|
|
7,747
|
|
|
37,801
|
|
|
45,548
|
|
|
11,044
|
|
|
1988
|
|
1/2007
|
|
Various
|
|||||||||
400 Summit Lake Drive(4)
|
|
—
|
|
|
38,889
|
|
|
1
|
|
|
285
|
|
|
2
|
|
|
39,174
|
|
|
3
|
|
|
39,177
|
|
|
—
|
|
|
---
|
|
1/2007
|
|
N/A
|
|||||||||
1055 Washington Boulevard(5)
|
|
—
|
|
|
13,516
|
|
|
53,228
|
|
|
—
|
|
|
8,390
|
|
|
13,516
|
|
|
61,618
|
|
|
75,134
|
|
|
18,075
|
|
|
1987
|
|
6/2007
|
|
Various
|
|||||||||
1 Madison Avenue(1)
|
|
486,153
|
|
|
172,641
|
|
|
654,394
|
|
|
905
|
|
|
15,801
|
|
|
173,546
|
|
|
670,195
|
|
|
843,741
|
|
|
175,971
|
|
|
1960
|
|
8/2007
|
|
Various
|
|||||||||
100 Church Street(1)
|
|
217,273
|
|
|
32,494
|
|
|
79,996
|
|
|
2,500
|
|
|
96,027
|
|
|
34,994
|
|
|
176,023
|
|
|
211,017
|
|
|
46,825
|
|
|
1959
|
|
1/2010
|
|
Various
|
|||||||||
125 Park Avenue(1)
|
|
—
|
|
|
120,900
|
|
|
189,714
|
|
|
—
|
|
|
74,660
|
|
|
120,900
|
|
|
264,374
|
|
|
385,274
|
|
|
65,529
|
|
|
1923
|
|
10/2010
|
|
Various
|
|||||||||
Williamsburg(6)
|
|
—
|
|
|
3,677
|
|
|
14,708
|
|
|
2,523
|
|
|
(4,550
|
)
|
|
6,200
|
|
|
10,158
|
|
|
16,358
|
|
|
1,865
|
|
|
2010
|
|
12/2010
|
|
Various
|
|||||||||
110 East 42nd Street(1)
|
|
—
|
|
|
34,000
|
|
|
46,411
|
|
|
2,196
|
|
|
27,253
|
|
|
36,196
|
|
|
73,664
|
|
|
109,860
|
|
|
17,603
|
|
|
1921
|
|
5/2011
|
|
Various
|
|||||||||
400 East 58th Street(1)(7)
|
|
40,000
|
|
|
17,549
|
|
|
30,916
|
|
|
—
|
|
|
7,590
|
|
|
17,549
|
|
|
38,506
|
|
|
56,055
|
|
|
5,154
|
|
|
1929
|
|
1/2012
|
|
Various
|
|||||||||
752 Madison Avenue(1)
|
|
—
|
|
|
282,415
|
|
|
7,131
|
|
|
1,871
|
|
|
58
|
|
|
284,286
|
|
|
7,189
|
|
|
291,475
|
|
|
1,180
|
|
|
1996/2012
|
|
1/2012
|
|
Various
|
|||||||||
762 Madison Avenue(1)(7)
|
|
771
|
|
|
6,153
|
|
|
10,461
|
|
|
—
|
|
|
131
|
|
|
6,153
|
|
|
10,592
|
|
|
16,745
|
|
|
1,627
|
|
|
1910
|
|
1/2012
|
|
Various
|
|||||||||
19-21 East 65th Street(1)(7)
|
|
—
|
|
|
—
|
|
|
7,389
|
|
|
—
|
|
|
364
|
|
|
—
|
|
|
7,753
|
|
|
7,753
|
|
|
1,141
|
|
|
1928-1940
|
|
1/2012
|
|
Various
|
|||||||||
304 Park Avenue(1)
|
|
—
|
|
|
54,189
|
|
|
75,619
|
|
|
300
|
|
|
14,550
|
|
|
54,489
|
|
|
90,169
|
|
|
144,658
|
|
|
16,445
|
|
|
1930
|
|
6/2012
|
|
Various
|
|||||||||
635 Sixth Avenue(1)
|
|
—
|
|
|
24,180
|
|
|
37,158
|
|
|
163
|
|
|
51,805
|
|
|
24,343
|
|
|
88,963
|
|
|
113,306
|
|
|
7,854
|
|
|
1902
|
|
9/2012
|
|
Various
|
|||||||||
641 Sixth Avenue(1)
|
|
—
|
|
|
45,668
|
|
|
67,316
|
|
|
308
|
|
|
6,029
|
|
|
45,976
|
|
|
73,345
|
|
|
119,321
|
|
|
12,097
|
|
|
1902
|
|
9/2012
|
|
Various
|
|||||||||
1080 Amsterdam(1)(8)
|
|
36,363
|
|
|
—
|
|
|
27,445
|
|
|
—
|
|
|
20,489
|
|
|
—
|
|
|
47,934
|
|
|
47,934
|
|
|
4,216
|
|
|
1932
|
|
10/2012
|
|
Various
|
Column A
|
|
Column B
|
|
Column C
Initial Cost
|
|
Column D Cost
Capitalized
Subsequent To
Acquisition
|
|
Column E Gross Amount at Which
Carried at Close of Period
|
|
Column F
|
|
Column G
|
|
Column H
|
|
Column I
|
||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Building &
Improvements
|
|
Land
|
|
Building &
Improvements
|
|
Land
|
|
Building &
Improvements
|
|
Total
|
|
Accumulated Depreciation
|
|
Date of
Construction
|
|
Date
Acquired
|
|
Life on
Which
Depreciation is
Computed
|
||||||||||||||||||
315 West 33rd Street (1)
|
|
250,000
|
|
|
195,834
|
|
|
164,429
|
|
|
—
|
|
|
11,583
|
|
|
195,834
|
|
|
176,012
|
|
|
371,846
|
|
|
19,966
|
|
|
2000-2001
|
|
11/2013
|
|
Various
|
|||||||||
562 Fifth Avenue(1)
|
|
—
|
|
|
57,052
|
|
|
10,487
|
|
|
—
|
|
|
1,213
|
|
|
57,052
|
|
|
11,700
|
|
|
68,752
|
|
|
3,596
|
|
|
1909/1920/1921
|
|
11/2013
|
|
Various
|
|||||||||
719 Seventh Avenue(1)(9)
|
|
41,622
|
|
|
41,850
|
|
|
—
|
|
|
2,336
|
|
|
34,055
|
|
|
44,186
|
|
|
34,055
|
|
|
78,241
|
|
|
215
|
|
|
1927
|
|
7/2014
|
|
Various
|
|||||||||
115 Spring Street(1)
|
|
—
|
|
|
11,078
|
|
|
44,799
|
|
|
—
|
|
|
1,759
|
|
|
11,078
|
|
|
46,558
|
|
|
57,636
|
|
|
4,083
|
|
|
1900
|
|
7/2014
|
|
Various
|
|||||||||
635 Madison(1)
|
|
—
|
|
|
205,632
|
|
|
15,805
|
|
|
—
|
|
|
—
|
|
|
205,632
|
|
|
15,805
|
|
|
221,437
|
|
|
1,306
|
|
|
|
|
9/2014
|
|
N/A
|
|||||||||
1640 Flatbush Avenue(6)
|
|
—
|
|
|
6,226
|
|
|
501
|
|
|
—
|
|
|
231
|
|
|
6,226
|
|
|
732
|
|
|
6,958
|
|
|
35
|
|
|
1966
|
|
3/2015
|
|
Various
|
|||||||||
One Vanderbilt (1)(10)
|
|
—
|
|
|
80,069
|
|
|
116,557
|
|
|
(80,069
|
)
|
|
(116,558
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
N/A
|
|
6/2001 - 11/2011
|
|
Various
|
|||||||||
Upper East Side Residential (1)(11)
|
|
—
|
|
|
48,152
|
|
|
—
|
|
|
13,323
|
|
|
—
|
|
|
61,475
|
|
|
—
|
|
|
61,475
|
|
|
—
|
|
|
1930
|
|
6/2015
|
|
Various
|
|||||||||
110 Greene Street (1)(7)
|
|
—
|
|
|
45,120
|
|
|
215,470
|
|
|
—
|
|
|
9,611
|
|
|
45,120
|
|
|
225,081
|
|
|
270,201
|
|
|
15,693
|
|
|
1910
|
|
7/2015
|
|
Various
|
|||||||||
187 Broadway (1)
|
|
—
|
|
|
7,600
|
|
|
9,412
|
|
|
(7,600
|
)
|
|
(154
|
)
|
|
—
|
|
|
9,258
|
|
|
9,258
|
|
|
9,258
|
|
|
1969
|
|
8/2015
|
|
Various
|
|||||||||
5-7 Dey Street (1)
|
|
58,000
|
|
|
13,400
|
|
|
34,175
|
|
|
13,050
|
|
|
10,481
|
|
|
26,450
|
|
|
44,656
|
|
|
71,106
|
|
|
34,136
|
|
|
1921
|
|
8/2015
|
|
Various
|
|||||||||
30 East 40th Street (1)
|
|
—
|
|
|
4,650
|
|
|
20,000
|
|
|
2
|
|
|
4,197
|
|
|
4,652
|
|
|
24,197
|
|
|
28,849
|
|
|
534
|
|
|
1927
|
|
8/2015
|
|
Various
|
|||||||||
183 Broadway(1)
|
|
—
|
|
|
5,799
|
|
|
23,431
|
|
|
(5,799
|
)
|
|
923
|
|
|
—
|
|
|
24,354
|
|
|
24,354
|
|
|
24,354
|
|
|
1920
|
|
3/2016
|
|
Various
|
|||||||||
Other(12)
|
|
—
|
|
|
922
|
|
|
14,210
|
|
|
(3
|
)
|
|
2
|
|
|
919
|
|
|
14,212
|
|
|
15,131
|
|
|
3,201
|
|
|
|
|
|
|
Various
|
|||||||||
Total
|
|
$
|
2,755,182
|
|
|
$
|
2,374,414
|
|
|
$
|
6,492,236
|
|
|
$
|
(17,363
|
)
|
|
$
|
1,356,835
|
|
|
$
|
2,357,051
|
|
|
$
|
7,849,071
|
|
|
$
|
10,206,122
|
|
|
$
|
2,300,116
|
|
|
|
|
|
|
|
(1)
|
Property located in New York, New York.
|
(2)
|
We own a
50.0%
interest in this property.
|
(3)
|
We own a
51.0%
interest in this property.
|
(4)
|
Property located in Westchester County, New York.
|
(5)
|
Property located in Connecticut.
|
(6)
|
Property located in Brooklyn, New York.
|
(7)
|
We own a
90.0%
interest in this property.
|
(8)
|
We own a
92.5%
interest in this property.
|
(9)
|
We own a
75.0%
interest in this property.
|
(10)
|
Properties at 317 Madison Avenue, 331 Madison Avenue and 51 East 42nd Street were demolished in preparation of the development site for the One Vanderbilt project.
|
(11)
|
We own a
95.1%
interest in this property.
|
(12)
|
Other includes tenant improvements of eEmerge, capitalized interest and corporate improvements.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
12,743,332
|
|
|
$
|
16,681,602
|
|
|
$
|
14,069,141
|
|
Property acquisitions
|
13,323
|
|
|
29,230
|
|
|
3,064,137
|
|
|||
Improvements
|
342,014
|
|
|
426,060
|
|
|
396,555
|
|
|||
Retirements/disposals/deconsolidation
|
(2,892,547
|
)
|
|
(4,393,560
|
)
|
|
(848,231
|
)
|
|||
Balance at end of year
|
$
|
10,206,122
|
|
|
$
|
12,743,332
|
|
|
$
|
16,681,602
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
2,264,694
|
|
|
$
|
2,060,706
|
|
|
$
|
1,905,165
|
|
Depreciation for year
|
347,015
|
|
|
353,502
|
|
|
480,523
|
|
|||
Retirements/disposals/deconsolidation
|
(311,593
|
)
|
|
(149,514
|
)
|
|
(324,982
|
)
|
|||
Balance at end of year
|
$
|
2,300,116
|
|
|
$
|
2,264,694
|
|
|
$
|
2,060,706
|
|
|
|
SL GREEN REALTY CORP.
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Equity for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
SL GREEN OPERATING PARTNERSHIP, L.P.
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Equity for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
Notes to Consolidated Financial Statements
|
|
(a)(2) Financial Statement Schedules
|
|
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015
|
|
Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2017
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
|
Articles of Restatement, incorporated by reference to the Company's Form 10-Q, dated July 11, 2014, filed with the SEC on August 11, 2014.
|
|
|
Articles of Amendment to the Company’s Articles of Restatement, incorporated by reference to the Company’s Form 8-K, dated July 18, 2017, filed with the SEC on July 18, 2017.
|
|
|
Fourth Amended and Restated Bylaws of the Company, incorporated by reference to the Company's Form 8-K, dated March 23, 2016, filed with the SEC on March 23, 2016.
|
|
|
Articles Supplementary Electing that SL Green Realty Corp. be Subject to Maryland General Corporations Law Section 3-804(c), incorporated by reference to the Company's Form 8-K, dated September 16, 2009, filed with the SEC on September 16, 2009.
|
|
|
Articles Supplementary reclassifying 4,600,000 shares of 8.0% Series A Convertible Cumulative Preferred Stock, 1,300,000 shares of Series B Junior Participating Preferred Stock and 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock into authorized preferred stock without further designation, incorporated by reference to the Company's Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012.
|
|
|
Articles Supplementary classifying and designating 9,200,000 shares of the Company's 6.50% Series I Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to the Company's Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012.
|
|
|
First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, incorporated by reference to the Company's Form 8-K, dated October 23, 2002, filed with the SEC on October 23, 2002.
|
|
|
First Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated May 14, 1998, incorporated by reference to the Company's Form 8-K, dated October 23, 2002, filed with the SEC on October 23, 2002.
|
|
|
Second Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on July 31, 2002.
|
|
|
Third Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 12, 2003, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 15, 2004.
|
|
|
Amended and Restated Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 15, 2004, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 15, 2005.
|
|
|
Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of March 15, 2006, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.
|
|
|
Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 30, 2006, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 10, 2006.
|
|
|
Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 25, 2007, incorporated by reference to the Company's Form 8-K, dated January 24, 2007, filed with the SEC on January 30, 2007.
|
|
|
Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 20, 2010, incorporated by reference to the Company's Form 8-K, dated January 20, 2010, filed with the SEC on January 20, 2010.
|
|
|
Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 30, 2011, incorporated by reference to the Company's Form 8-K, dated December 5, 2011, filed with the SEC on December 5, 2011.
|
|
|
Tenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 31, 2012, incorporated by reference to the Company's Form 8-K, dated January 31, 2012, filed with the SEC on February 2, 2012.
|
|
|
Eleventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated March 6, 2012, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 10, 2012.
|
|
|
Twelfth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 10, 2012, incorporated by reference to the Company's Form 8-K, dated August 10, 2012, filed with the SEC on August 10, 2012.
|
|
Thirteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 2, 2014, incorporated by reference to the Company's Form 8-K, dated April 4, 2014, filed with the SEC on April 4, 2014.
|
|
|
Fourteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 1, 2014, incorporated by reference to the Company's Form 8-K, dated July 2, 2014, filed with the SEC on July 2, 2014.
|
|
|
Fifteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 1, 2014, incorporated by reference to the Company's Form 8-K, dated July 2, 2014, filed with the SEC on July 2, 2014.
|
|
|
Sixteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as February 12, 2015, incorporated by reference to the Company's Form 8-K, dated February 12, 2015, filed with the SEC on February 13, 2015.
|
|
|
Seventeenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 19, 2015, incorporated by reference to the Company's Form 8-K, dated June 22, 2015, filed with the SEC on June 22, 2015.
|
|
|
Nineteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 22, 2015, incorporated by reference to the Company's Form 8-K, dated July 24, 2015, filed with the SEC on July 24, 2015.
|
|
|
Twentieth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 22, 2015, incorporated by reference to the Company's Form 8-K, dated July 24, 2015, filed with the SEC on July 24, 2015.
|
|
|
Twenty-First Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 20, 2015, incorporated by reference to the Company's Form 8-K, dated as of August 21, 2015, filed with the SEC on August 21, 2015.
|
|
|
Twenty-Second Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 20, 2015, incorporated by reference to the Company's Form 8-K, dated as of August 21, 2015, filed with the SEC on August 21, 2015.
|
|
|
Twenty-Third Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of March 28, 2016, incorporated by reference to the Company's Form 8-K, dated as of April 1, 2016, filed with the SEC on April 1, 2016.
|
|
|
Twenty-Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of March 28, 2016, incorporated by reference to the Company's Form 8-K, dated as of April 1, 2016, filed with the SEC on April 1, 2016.
|
|
|
Twenty-Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 17, 2016, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 9, 2016.
|
|
|
Specimen Common Stock Certificate, incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.
|
|
|
Form of stock certificate evidencing the 6.50% Series I Cumulative Redeemable Preferred Stock of the Company, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to the Company's Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012.
|
|
|
Indenture, dated as of March 16, 2010, among ROP, as Issuer, the Company and the Operating Partnership, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated March 16, 2010, filed with the SEC on March 17, 2010.
|
|
|
Form of 7.75% Senior Note due 2020 of ROP, the Company and the Operating Partnership, incorporated by reference to the Company's Form 8-K, dated March 16, 2010, filed with the SEC on March 17, 2010.
|
|
|
Indenture, dated as of October 12, 2010, by and among the Operating Partnership, as Issuer, ROP, as Guarantor, the Company and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated October 12, 2010, filed with the SEC on October 14, 2010.
|
|
|
Indenture, dated as of August 5, 2011, among the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
|
|
|
First Supplemental Indenture, dated as of August 5, 2011, among the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
|
|
|
Form of 5.00% Senior Note due 2018 of the Company, the Operating Partnership and ROP, incorporated by reference to the Company's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
|
|
Second Supplemental Indenture, dated as of November 15, 2012, among the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated November 9, 2012, filed with the SEC on November 15, 2012.
|
|
|
Form of 4.50% Senior Note due 2018 of the Company, the Operating Partnership and ROP, incorporated by reference to the Company's Form 8-K, dated November 9, 2012, filed with the SEC on November 15, 2012.
|
|
|
Junior Subordinated Indenture, dated as of June 30, 2005, between the Operating Partnership and JPMorgan Chase Bank, National Association, as Trustee, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005.
|
|
|
Indenture, dated as of October 5, 2017, among the Company, the Operating Partnership, ROP and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, incorporated by reference to the Company’s Form 8-K, dated October 5, 2017, filed with the SEC on October 5, 2017.
|
|
|
First Supplemental Indenture, dated as of October 5, 2017, among the Operating Partnership, as Issuer, the Company and ROP, as Guarantors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company’s Form 8-K, dated October 5, 2017, filed with the SEC on October 5, 2017.
|
|
|
Form of 3.250% Senior Note due 2022 of the Operating Partnership, incorporated by reference to the Company’s Form 8-K, dated October 5, 2017, filed with the SEC on October 5, 2017.
|
|
|
Amended and Restated Agreement of Limited Partnership of ROP, dated December 6, 1995, filed herewith.
|
|
|
Supplement to the Amended and Restated Agreement of Limited Partnership of ROP relating to the succession as a general partner of Wyoming Acquisition GP LLC, incorporated by reference to ROP's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 31, 2008.
|
|
|
Registration Rights Agreement, dated as of March 26, 2007, by and among the Company, the Operating Partnership and the Initial Purchaser, incorporated by reference to the Company's Form 8-K, dated March 21, 2007, filed with the SEC on March 27, 2007.
|
|
|
Registration Rights Agreement, dated as of October 12, 2010, by and among the Operating Partnership, ROP, the Company and Citigroup Global Markets Inc., incorporated by reference to the Company's Form 8-K, dated October 12, 2010, filed with the SEC on October 14, 2010.
|
|
|
Form of Articles of Incorporation and Bylaws of SL Green Management Corp., incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.
|
|
|
Form of Registration Rights Agreement between the Company and the persons named therein, incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.
|
|
|
Amended and Restated Trust Agreement among the Operating Partnership, as depositor, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, and the administrative trustees named therein, dated June 30, 2005, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005.
|
|
|
SL Green Realty Corp. Fourth Amended and Restated 2005 Stock Option and Incentive Plan, incorporated by reference to Appendix A to the Company's definitive Proxy Statement on Schedule 14A filed on April 22, 2016
|
|
|
Amended and Restated Non-Employee Directors' Deferral Program, dated December 13, 2017, filed herewith.
|
|
|
Amended and Restated Employment and Non-competition Agreement, dated December 24, 2010, between Stephen L. Green and the Company, incorporated by reference to the Company's Form 8-K, dated December 23, 2010, filed with the SEC on December 29, 2010.
|
|
|
Deferred Compensation Agreement, dated December 18, 2009, between the Company and Stephen L. Green, incorporated by reference to the Company's Form 8-K, dated December 18, 2009, filed with the SEC on December 24, 2009.
|
|
|
Deferred Compensation Agreement, dated December 24, 2010, between the Company and Stephen L. Green, incorporated by reference to the Company's Form 8-K, dated December 23, 2010, filed with the SEC on December 29, 2010.
|
|
|
Amended and Restated Employment and Noncompetition Agreement, dated as of February 10, 2016, by and between SL Green Realty Corp. and Marc Holliday, incorporated by reference to the Company's Form 8-K, dated February 10, 2016, filed with the SEC on February 12, 2016.
|
|
|
Deferred Compensation Agreement (2013), dated as of September 12, 2013, by and between the Company and Marc Holliday, incorporated by reference to the Company’s Form 8-K, dated September 12, 2013, filed with the SEC on September 13, 2013.
|
|
|
Deferred Compensation Agreement, dated as of February 10, 2016, by and between SL Green Realty Corp. and Marc Holliday, incorporated by reference to the Company's Form 8-K, dated February 10, 2016, filed with the SEC on February 12, 2016.
|
|
Amended and Restated Employment and Noncompetition Agreement, dated as of November 8, 2013, between the Company and Andrew Mathias, incorporated by reference to the Company’s Form 8-K, dated November 8, 2013, filed with the SEC on November 8, 2013.
|
|
|
First Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of August 28, 2014, between the Company and Andrew Mathias, filed herewith.
|
|
|
Second Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of December 20, 2016, between the Company and Andrew Mathias, filed herewith.
|
|
|
Third Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of December 21, 2017, between the Company and Andrew Mathias, filed herewith.
|
|
|
Deferred Compensation Agreement (2014), dated as of November 8, 2013, between the Company and Andrew Mathias, incorporated by reference to the Company’s Form 8-K, dated November 8, 2013, filed with the SEC on November 8, 2013.
|
|
|
Amended and Restated Employment and Noncompetition Agreement, dated as of February 10, 2016, by and between SL Green Realty Corp. and Andrew S. Levine, incorporated by reference to the Company's Form 8-K, dated February 10, 2016, filed with the SEC on February 12, 2016.
|
|
|
Amended and Restated Employment and Noncompetition Agreement, dated as of February 2, 2018, by and between the Company and Matthew DiLiberto, incorporated by reference to the Company’s Form 8-K, dated February 2, 2018, filed with the SEC on February 5, 2018.
|
|
|
Second Amended and Restated Credit Agreement, dated as of November 21, 2017, by and among SL Green Realty Corp. and SL Green Operating Partnership, L.P., as Borrowers, each of the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc. and U.S. Bank National Association, as joint lead arrangers and joint bookrunners for the Revolving Credit Facility and Term Loan A Facility, Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., as joint lead arrangers for the Revolving Credit Facility and Term Loan A Facility, JPMorgan Chase Bank, N.A., as syndication agent for the Revolving Credit Facility and Term Loan A Facility, Deutsche Bank Securities, Inc., U.S. Bank National Association, Bank of America, N.A., and Bank of Montreal, as documentation agents for the Revolving Credit Facility and Term Loan A Facility, Wells Fargo Securities, LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners for the Term Loan B Facility, U.S. Bank National Association, as syndication agent for the Term Loan B Facility, and the other lenders and agents a party thereto, incorporated by reference to the Company's Form 8-K, dated November 27, 2017, filed with the SEC on November 27, 2017.
|
|
|
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of SL Green Realty Corp., filed herewith.
|
|
|
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of SL Green Operating Partnership, L.P., filed herewith.
|
|
|
Subsidiaries of SL Green Realty Corp., filed herewith.
|
|
|
Subsidiaries of SL Green Operating Partnership L.P., filed herewith.
|
|
|
Consent of Ernst & Young LLP for SL Green Realty Corp., filed herewith.
|
|
|
Consent of Ernst & Young LLP for SL Green Operating Partnership, L.P., filed herewith.
|
|
|
Power of Attorney for SL Green Realty Corp., included on the signature page of this Form 10-K.
|
|
|
Power of Attorney for SL Green Operating Partnership, L.P., included on the signature page of this Form 10-K.
|
|
|
Certification by the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
Certification by the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
|
Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
101.1
|
|
The following financial statements from the SL Green Realty Corp. and SL Green Operating Partnership, L.P. 's Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 2017 and 2016, (ii) Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (iv) Consolidated Statement of Equity for the years ended December 31, 2017, 2016 and 2015 of the Company, (v) Consolidated Statement of Capital for the years ended December 31, 2017, 2016 and 2015 of the Operating Partnership (vi) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, and (vii) Notes to Consolidated Financial Statements, detail tagged, filed herewith.
|
|
|
|
|
|
|
|
SL GREEN REALTY CORP.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. DiLiberto
|
Dated: February 23, 2018
|
|
|
|
Matthew J. DiLiberto
Chief Financial Officer
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ Stephen L. Green
|
Chairman of the Board of Directors
|
February 23, 2018
|
Stephen L. Green
|
||
|
|
|
/s/ Marc Holliday
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
February 23, 2018
|
Marc Holliday
|
||
|
|
|
/s/ Andrew W. Mathias
|
President and Director
|
February 23, 2018
|
Andrew W. Mathias
|
||
|
|
|
/s/ Matthew J. DiLiberto
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
February 23, 2018
|
Matthew J. DiLiberto
|
||
|
|
|
/s/ John H. Alschuler Jr.
|
Director
|
February 23, 2018
|
John H. Alschuler, Jr.
|
||
|
|
|
/s/ Edwin T. Burton, III
|
Director
|
February 23, 2018
|
Edwin T. Burton, III
|
||
|
|
|
/s/ John S. Levy
|
Director
|
February 23, 2018
|
John S. Levy
|
||
|
|
|
/s/ Craig M. Hatkoff
|
Director
|
February 23, 2018
|
Craig M. Hatkoff
|
||
|
|
|
/s/ Betsy S. Atkins
|
Director
|
February 23, 2018
|
Betsy S. Atkins
|
||
|
|
|
/s/ Lauren B. Dillard
|
Director
|
February 23, 2018
|
Lauren B. Dillard
|
|
|
|
|
|
|
|
SL GREEN OPERATING PARTNERSHIP, L.P.
|
||
|
|
By:
|
|
SL Green Realty Corp.
|
|
|
|
|
|
|
|
|
|
/s/ Matthew J. DiLiberto
|
Dated: February 23, 2018
|
|
By:
|
|
Matthew J. DiLiberto
Chief Financial Officer
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ Stephen L. Green
|
Chairman of the Board of Directors of
SL Green, the sole general partner of
the Operating Partnership
|
February 23, 2018
|
Stephen L. Green
|
||
|
|
|
/s/ Marc Holliday
|
Chief Executive Officer and Director of
SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer) |
February 23, 2018
|
Marc Holliday
|
||
|
|
|
/s/ Andrew W. Mathias
|
President and Director of SL Green, the sole general partner of the Operating Partnership
|
February 23, 2018
|
Andrew W. Mathias
|
||
|
|
|
/s/ Matthew J. DiLiberto
|
Chief Financial Officer of
SL Green, the sole general partner of
the Operating Partnership (Principal Financial and Accounting Officer)
|
February 23, 2018
|
Matthew J. DiLiberto
|
||
|
|
|
/s/ John H. Alschuler, Jr.
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
February 23, 2018
|
John H. Alschuler, Jr.
|
||
|
|
|
/s/ Edwin T. Burton, III
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
February 23, 2018
|
Edwin T. Burton, III
|
||
|
|
|
/s/ John S. Levy
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
February 23, 2018
|
John S. Levy
|
||
|
|
|
/s/ Craig M. Hatkoff
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
February 23, 2018
|
Craig M. Hatkoff
|
||
|
|
|
/s/ Betsy S. Atkins
|
Director of SL Green, the sole general
partner of the Operating Partnership |
February 23, 2018
|
Betsy S. Atkins
|
||
|
|
|
/s/ Lauren B. Dillard
|
Director of SL Green, the sole general
partner of the Operating Partnership |
February 23, 2018
|
Lauren B. Dillard
|
(i)
|
through reimbursement or compensation by insurance or otherwise,
|
(ii)
|
by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or
|
(iii)
|
by future cessation of the making of additional deferrals.
|
SL GREEN REALTY CORP.:
|
||
|
|
|
By:
|
/s/ Andrew S. Levine
|
|
|
Name:
|
Andrew S. Levine
|
|
Title:
|
Executive Vice President, Chief Legal
|
|
|
Officer and General Counsel
|
SL GREEN REALTY CORP.:
|
||
|
|
|
By:
|
/s/ Andrew S. Levine
|
|
|
Name:
|
Andrew S. Levine
|
|
Title:
|
Executive Vice President, Chief Legal
|
|
|
Officer and General Counsel
|
EXECUTIVE:
|
|
|
|
/s/ Andrew W. Mathias
|
|
Name:
|
Andrew W. Mathias
|
1.
|
Plan: The Plan
|
2.
|
Type of Award: LTIP units in SL Green Operating Partnership, L.P.
|
3.
|
Grant Date: On or before December 31, 2015
|
4.
|
Total Number of Units: 58,667
|
5.
|
The Special LTIP Unit Sharing Percentage will equal 10% and the Distribution Participation Date will be the vesting date. To the extent the aggregate amount of distributions that would have been received on vested LTIP units from January 1, 2014 through the vesting date (if the Distribution Participation Date had been the issuance date) exceeds the amount of the Special LTIP Unit Distribution that Executive becomes entitled to upon such vesting date, Executive will be entitled to receive a cash payment in such amount on such vesting date.
|
6.
|
Vesting: Subject to acceleration as set forth in the Agreement, and subject to the provisions set forth below in connection with a Change-in-Control, the units shall vest on December 31, 2015 (the “Vesting Date”), if employment continues through such date and the performance-based vesting criteria set forth below are satisfied on such date, or, if the units do not vest on December 31, 2015, on the Subsequent Vesting Date if the performance-based vesting criteria set forth below are satisfied, provided that employment continues through such date. For purposes of this paragraph, “Subsequent Vesting Date” shall mean December 31, 2016.
|
(i)
|
Such units shall vest on the Vesting Date if the Employer achieves either (A) an increase in funds from operations (“FFO”) on a per share of Common Stock of the Employer basis at an annualized rate of at least 8% per year, (B) total return to stockholders on a per share of Common Stock of the Employer basis at an annualized rate of at least 8% per year or (C) a percentage total return to stockholders on each share of Common Stock of the Employer outstanding during the entire period in the top 35% of the constituents of the MSCI US REIT Index, in each case, during fiscal year 2015.
|
(ii)
|
If the performance criteria set forth in clause (i) above are not achieved, but would have been achieved if the period for which they were measured had been the period from the beginning of 2014 through the end of 2015, then, if and as employment continues through the Vesting Date, the performance criteria will be met for such units as of the Vesting Date. If the units do not vest on the Vesting Date and the performance criteria set forth in clause (i) above would have been achieved if the period for which they were measured had been the period from the beginning of 2013 through the end of a fiscal quarter ending on or after March 31, 2016 and on or before the Subsequent Vesting Date, then, if and as employment continues through the Subsequent Vesting Date, the performance criteria will be met for such units as of the Subsequent Vesting Date. Any units subject to performance-based vesting that have not vested as of the Subsequent Vesting Date shall be forfeited.
|
7.
|
Change-in-Control: If a Change-in-Control occurs prior to (a) December 31, 2016 and (b) the vesting of the LTIP units and (c) the termination of Executive’s employment, then (i) 40% of the units (corresponding to the units that, prior to this Amendment, were to be subject to only time-based vesting hurdles) shall vest on December 31, 2015 (or, if later, the date of the Change-in-Control) if Executive’s employment continues or continued through such date and (ii) with respect to the remaining units, performance-based vesting will be measured in accordance with the vesting criteria set forth above using the period from the beginning of 2015 or 2014, as applicable, through the date of the Change-in-Control (as opposed to the period otherwise set forth above), but vesting of the LTIP units will remain subject to Executive’s continued employment through the later of the Vesting Date or the date of such Change-in-Control, subject to acceleration as set forth in the Agreement. For purposes of measuring FFO performance in the event of a Change-in-Control, FFO will be measured from the beginning of the period through the end of the most recently completely quarter prior to the Change-in-Control for which financial results were publicly released by the Employer. In the event Executive is terminated without Cause or for Good Reason in connection with or within 18 months of such a Change-in-Control, all of the units will vest upon such termination regardless of whether performance-based vesting had previously occurred.
|
8.
|
No Sell: Executive may not sell, assign, transfer, or otherwise encumber or dispose of LTIP units until the earlier of (i) the date that is two years after such shares/units vested, (ii) the termination of Executive’s employment or (iii) a Change-in-Control.
|
1.
|
Plan: The Plan
|
2.
|
Type of Award: LTIP units in SL Green Operating Partnership, L.P.
|
3.
|
Grant Date: On or before December 31, 2016
|
4.
|
Total Number of Units: 58,667
|
5.
|
The Special LTIP Unit Sharing Percentage will equal 10% and the Distribution Participation Date will be the vesting date. To the extent the aggregate amount of distributions that would have been received on vested LTIP units from January 1, 2014 through the vesting date (if the Distribution Participation Date had been the issuance date) exceeds the amount of the Special LTIP Unit Distribution that Executive becomes entitled to upon such vesting date, Executive will be entitled to receive a cash payment in such amount on such vesting date.
|
6.
|
Vesting: Subject to acceleration as set forth in the Agreement, and subject to the provisions set forth below in connection with a Change-in-Control, the units shall vest in their entirety on December 31, 2016 (the “Vesting Date”), if employment continues through such date and the performance-based vesting criteria set forth below are satisfied on such date.
|
(i)
|
Such units shall vest on the Vesting Date if the Employer achieves either (A) an increase in FFO on a per share of Common Stock of the Employer basis at an annualized rate of at least 8% per year, (B) total return to stockholders on a per share of Common Stock of the Employer basis at an annualized rate of at least 8% per year or (C) a percentage total return to stockholders on each share of Common Stock of the Employer outstanding during the entire period in the top 35% of the constituents of the MSCI US REIT Index, in each case, during fiscal year 2016.
|
(ii)
|
If the performance criteria set forth in clause (i) above are not achieved, but would have been achieved if the period for which they were measured had been the period from the beginning of
|
7.
|
Change-in-Control: If a Change-in-Control occurs prior to (a) December 31, 2016 and (b) the vesting of the LTIP units and (c) the termination of Executive’s employment, then (i) 40% of the units (corresponding to the units that, prior to this Amendment, were to be subject to only time-based vesting hurdles) shall vest on December 31, 2016 if Executive’s employment continues through such date and (ii) with respect to the remaining units, performance-based vesting will be measured in accordance with the vesting criteria set forth above using the period from the beginning of 2016 or 2014, as applicable, through the date of the Change-in-Control (as opposed to the period otherwise set forth above), but vesting of the LTIP units will remain subject to Executive’s continued employment through the later of the Vesting Date or the date of such Change-in-Control, subject to acceleration as set forth in the Agreement. For purposes of measuring FFO performance in the event of a Change-in-Control, FFO will be measured from the beginning of the period through the end of the most recently completely quarter prior to the Change-in-Control for which financial results were publicly released by the Employer. In the event Executive’s employment is terminated by the Employer without Cause or by Executive for Good Reason in connection with or within 18 months of such a Change-in-Control, all of the units will vest upon such termination regardless of whether performance-based vesting had previously occurred.
|
8.
|
No Sell: Executive may not sell, assign, transfer, or otherwise encumber or dispose of LTIP units until the earlier of (i) the date that is two years after such shares/units vested, (ii) the termination of Executive’s employment or (iii) a Change-in-Control.
|
SL GREEN REALTY CORP.:
|
||
|
|
|
By:
|
/s/ Andrew S. Levine
|
|
|
Name:
|
Andrew S. Levine
|
|
Title:
|
Executive Vice President, Chief Legal
|
|
|
Officer and General Counsel
|
EXECUTIVE:
|
|
|
|
/s/ Andrew W. Mathias
|
|
Name:
|
Andrew W. Mathias
|
SL GREEN REALTY CORP.:
|
||
|
|
|
By:
|
/s/ Andrew S. Levine
|
|
|
Name:
|
Andrew S. Levine
|
|
Title:
|
Executive Vice President, Chief Legal
|
|
|
Officer and General Counsel
|
EXECUTIVE:
|
|
|
|
/s/ Andrew W. Mathias
|
|
Name:
|
Andrew W. Mathias
|
Entity Name
|
|
State of Incorporation
|
1 Madison Residential Holdings B LLC
|
|
Delaware
|
10 E 53 Owner LLC
|
|
Delaware
|
100 Church Fee Owner LLC
|
|
Delaware
|
1010 Washington SLG Owner LLC
|
|
Delaware
|
107-30 Rockaway Blvd LLC
|
|
Delaware
|
1080 Amsterdam Green A Member LLC
|
|
Delaware
|
1080 Amsterdam Green B Member LLC
|
|
Delaware
|
1080 Amsterdam Lessee LLC
|
|
Delaware
|
108-01 Rockaway Blvd LLC
|
|
Delaware
|
10E53 Partner LLC
|
|
Delaware
|
11 Madison Avenue Owner 2 LLC
|
|
Delaware
|
11 Madison Avenue Owner 3 LLC
|
|
Delaware
|
11 Madison Avenue Owner 4 LLC
|
|
Delaware
|
11 Madison Avenue Owner 5 LLC
|
|
Delaware
|
11 Madison Avenue Owner 6 LLC
|
|
Delaware
|
11 Madison Avenue Owner LLC
|
|
Delaware
|
11 Madison Holding LLC
|
|
Delaware
|
11 Madison Investor II LLC
|
|
Delaware
|
11 Madison Investor LLC
|
|
Delaware
|
11 Madison Member LLC
|
|
Delaware
|
11 Madison Principal 5 LLC
|
|
Delaware
|
102 Greene Holdings LLC
|
|
Delaware
|
102 Greene Owner LLC
|
|
Delaware, New York
|
110 E 42nd GP LLC
|
|
Delaware
|
110 E 42nd Holdco LLC
|
|
Delaware
|
110 E 42nd LPA LLC
|
|
Delaware
|
110 E 42nd Mezz II LP
|
|
Delaware
|
110 E42 Garage Owner LLC
|
|
Delaware
|
11W34 Investor LLC
|
|
Delaware
|
115 Spring Mezz LLC
|
|
Delaware
|
121 GREENE RETAIL OWNER LLC
|
|
Delaware
|
125 Chubb Holdings LLC (f/k/a SLG 114 Fifth Funding LLC)
|
|
Delaware
|
125 Park Owner LLC (f/k/a SLG 125 Park LLC)
|
|
Delaware
|
131 Spring Fee Owner LLC
|
|
Delaware
|
131 Spring Owner LLC
|
|
Delaware
|
150 Grand Owner LLC
|
|
Delaware
|
183 Broadway Owner LLC
|
|
Delaware
|
187 Broadway Owner LLC
|
|
Delaware
|
1515 Broadway GP, LLC
|
|
Delaware
|
1515 Broadway Mezzanine Owner LP
|
|
Delaware
|
1515 BROADWAY OWNER LP
|
|
Delaware
|
1515 Office TRS Corp.
|
|
Delaware
|
1515 Promote LLC
|
|
Delaware
|
1515 SLG Optionee LLC
|
|
Delaware
|
1515 SLG PRIVATE REIT I LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
1515 SLG Private REIT LLC
|
|
Delaware
|
16 Court Street Member LLC
|
|
Delaware
|
16 Court Street Owner LLC
|
|
Delaware
|
1640 Flatbush Owner LLC
|
|
Delaware
|
1640 Green Member LLC
|
|
Delaware
|
1745 Manager LLC
|
|
Delaware
|
1775 Broadway Member LLC
|
|
Delaware
|
180 Maiden Member LLC
|
|
Delaware
|
187 Broadway Air Rights Owner LLC
|
|
Delaware
|
2 Herald Owner LLC
|
|
Delaware
|
21E66 LT Investor LLC
|
|
Delaware
|
21E66 MM Investor LLC
|
|
Delaware
|
21E66 MM TRS LLC
|
|
Delaware
|
33/34 West Owner LLC
|
|
Delaware
|
30 E 40th Street Development LLC
|
|
Delaware
|
30 E 40th Ground Lessee LLC
|
|
Delaware
|
30 E 40th Street JV LLC
|
|
Delaware
|
300 Main Lessee LLC
|
|
Delaware
|
304 PAS Holdings LLC
|
|
Delaware
|
304 PAS Owner LLC
|
|
Delaware
|
315 W 36 Member LLC
|
|
Delaware
|
333 East 22 Green Member LLC
|
|
Delaware
|
333 East 22 Lessee LLC
|
|
Delaware
|
333W34 SLG Owner LLC
|
|
Delaware
|
388 Realty Owner LLC
|
|
Delaware
|
388 SLG Investor LLC
|
|
Delaware
|
43rd Operator LLC
|
|
Delaware
|
400 E57 Fee Owner LLC
|
|
Delaware
|
400 E58 Owner LLC
|
|
Delaware
|
530 PARTICIPATION LLC
|
|
Delaware, New York
|
530 Pref Investor LLC
|
|
Delaware, New York
|
55W46 Investor LLC
|
|
Delaware
|
55W46 Member LLC
|
|
Delaware
|
574 Fifth Avenue Lessee LLC
|
|
Delaware
|
605 Green Member LLC
|
|
Delaware, New York
|
635 MADISON FEE OWNER LLC
|
|
Delaware, New York
|
635 Sixth Mezz LLC
|
|
Delaware
|
641 Sixth Fee Owner LLC
|
|
Delaware
|
641 Sixth Mezzanine LLC
|
|
Delaware
|
641 Sixth Owners LLC
|
|
Delaware
|
673 Interest Holder LLC
|
|
Delaware
|
719 Seventh Owner LLC
|
|
Delaware
|
750 Third Owner LLC
|
|
Delaware
|
752 Madison Member LLC
|
|
Delaware
|
752 Madison TRS LLC
|
|
Delaware
|
762 Madison Owner LLC
|
|
Delaware
|
885 Third Fee LLC
|
|
Delaware
|
885 Third Lot A Owner LLC
|
|
Delaware
|
885 Third Owner LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
919 Ground Lease Member LLC
|
|
Delaware
|
981 THIRD DEVELOPMENT LLC
|
|
Delaware, New York
|
985 Third Development LLC
|
|
Delaware
|
Arden Mezz Participant LLC
|
|
Delaware
|
Belmont Insurance Company
|
|
New York
|
Concept Space LLC
|
|
Delaware
|
East 72nd LLC
|
|
Delaware
|
eEmerge, Inc
|
|
Delaware, New York
|
EMERGE212 125 LLC
|
|
Delaware
|
Emerge212 3CC LLC
|
|
Delaware
|
Fifth Avenue Retail Partners LLC
|
|
Delaware
|
Fifth Avenue Retail Properties LLC
|
|
Delaware
|
Fifth Avenue Retail Ultimate LLC
|
|
Delaware
|
GKK Manager Member Corp.
|
|
Delaware
|
Greater New York Property LLC
|
|
Delaware
|
Green 121 Member LLC
|
|
Delaware
|
Green 1250 Broadway Acquisition LLC
|
|
Delaware, New York
|
Green 1250 Broadway LLC
|
|
Delaware, New York
|
Green 141 Fifth Investment LLC
|
|
Delaware
|
Green 141 Fifth Participation Corp.
|
|
Delaware
|
Green 155 Member LLC
|
|
Delaware
|
Green 1552 Member LLC
|
|
Delaware
|
Green 1604 Investment LLC
|
|
Delaware
|
Green 175-225 Member LLC
|
|
Delaware, New York
|
Green 379 Broadway LLC
|
|
Delaware
|
Green 460 Member LLC
|
|
Delaware, New York
|
Green 461 Fifth Lessee LLC
|
|
Delaware, New York
|
Green 521 Fifth Avenue Holdings LLC
|
|
Delaware
|
Green 521 Fifth Mezz LLC
|
|
Delaware
|
Green 625 Mezz Lessee LLC
|
|
Delaware
|
Green 650 Member LLC
|
|
Delaware
|
Green 673 SPE Member Inc.
|
|
New York
|
Green 711 Fee Manager LLC
|
|
Delaware
|
Green 711 LM LLC
|
|
New York
|
Green 711 Mortgage Manager LLC
|
|
Delaware
|
Green 711 Sublease Manager LLC
|
|
Delaware
|
Green 724 Member LLC
|
|
Delaware
|
Green 747 Member LLC
|
|
Delaware
|
Green 800 Avenue Associates, LLC
|
|
Delaware
|
GREEN BEEKMAN LLC
|
|
Delaware
|
Green Broadway Nassau LLC
|
|
Delaware
|
Green Broadway/34 Investment LLC
|
|
Delaware
|
Green Eastside Member LLC
|
|
Delaware
|
Green Jericho Member LLC
|
|
Delaware
|
Green Loan Services LLC
|
|
Delaware
|
Green Meadows Member LLC
|
|
Delaware
|
Green W 57TH ST LLC
|
|
New York
|
Jericho Promote Member LLC
|
|
Delaware
|
Landmark Square 1-6 LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
Madison/65 Owner LLC
|
|
Delaware
|
MEADOW RT FUNDING LLC
|
|
Delaware
|
Metropolitan Partners, LLC
|
|
Delaware
|
New Green 673 Realty LLC
|
|
New York
|
North 3rd Acquisition LLC
|
|
Delaware
|
North 3rd MM LLC
|
|
Delaware
|
North 3rd MM TRS LLC
|
|
Delaware
|
North 3rd RU Investor LLC
|
|
Delaware
|
One-Two Jericho Plaza Owner LLC
|
|
Delaware
|
One Vanderbilt Owner LLC
|
|
Delaware
|
OS MEADOWS MEMBER II, LLC
|
|
Delaware
|
OVA Developer LLC
|
|
Delaware
|
OVA REIT Manager LLC
|
|
Delaware
|
Reckson Mezz. LLC
|
|
New York
|
Reckson Operating Partnership, L.P.
|
|
Delaware
|
Second Avenue Development Member LLC
|
|
Delaware
|
S.L. Green Management Corp.
|
|
New York
|
SL Green 100 Park LLC
|
|
New York
|
SL Green 800 JV Member LLC
|
|
Delaware
|
SL Green Capital Trust I
|
|
Delaware
|
SL Green Funding LLC*
|
|
New York
|
SL Green Investor LLC
|
|
Delaware
|
SL Green Management LLC
|
|
Delaware, New York
|
SL Green Operating Partnership L.P.
|
|
Delaware, New York
|
SL Green Realty Acquisition LLC
|
|
Delaware, New York
|
SL Green Realty Corp.
|
|
Maryland, New York
|
SL Green Servicing Corp.
|
|
Delaware
|
SL Green 800 Third Member LLC
|
|
Delaware
|
SLG 101 INVESTOR LLC
|
|
Delaware
|
SLG 1372 BROADWAY GP LLC
|
|
Delaware
|
SLG 1372 Broadway Limited Partner LLC
|
|
Delaware
|
SLG 1515 Broadway Finance LLC
|
|
Delaware
|
SLG 16 Court Street LLC
|
|
Delaware
|
SLG 16 Court Street 2 LLC
|
|
Delaware
|
SLG 1745 GP LLC
|
|
Delaware
|
SLG 1745 GP II LLC
|
|
Delaware
|
SLG 1745 LP LLC
|
|
Delaware
|
SLG 2 Herald LLC
|
|
Delaware
|
SLG 2 Herald Manager LLC
|
|
Delaware
|
SLG 220 News Lessee LLC
|
|
Delaware
|
SLG 220 News MZ LLC
|
|
Delaware, New York
|
SLG 220 News Owner LLC
|
|
Delaware, New York
|
SLG 315 West LLC
|
|
Delaware
|
SLG 388 Greenwich Promote LLC
|
|
Delaware
|
SLG 388 Greenwich Shareholder LLC
|
|
Delaware
|
SLG 48 E. 43rd LLC
|
|
Delaware
|
SLG 500 West Putnam Owner LLC
|
|
Delaware
|
SLG 600 Lexington Interest Owner LLC
|
|
Delaware
|
SLG 600 Lexington Owner LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
SLG 600 Lexington Promote LLC
|
|
Delaware
|
SLG 600 Lexington SH LLC
|
|
Delaware
|
SLG 609 Fifth LLC
|
|
Delaware
|
SLG 625 Lessee LLC
|
|
Delaware
|
SLG 7 Renaissance Member LLC
|
|
Delaware
|
SLG 711 Fee LLC
|
|
New York
|
SLG 711 Third LLC
|
|
New York
|
SLG 711 Third Sublandlord LLC
|
|
Delaware
|
SLG 717 Fifth Member LLC
|
|
Delaware
|
SLG 885 Third Manager LLC
|
|
Delaware
|
SLG Arden Mezz 1 LLC
|
|
Delaware
|
SLG Asset Management Fee LLC
|
|
Delaware, New York
|
SLG Elevator Holdings LLC
|
|
New York
|
SLG Funding REIT LLC*
|
|
Delaware
|
SLG Gramercy Services LLC
|
|
Delaware
|
SLG Graybar LLC
|
|
Delaware
|
SLG Graybar Mesne Lease Corp
|
|
New York
|
SLG Graybar Mesne Lease I LLC
|
|
Delaware
|
SLG Graybar Mesne Lease LLC
|
|
New York
|
SLG Graybar New Ground Lessee LLC
|
|
Delaware
|
SLG Graybar New Lessee LLC
|
|
Delaware
|
SLG Graybar Sublease Corp
|
|
New York
|
SLG Graybar Sublease LLC
|
|
New York
|
SLG IRP Realty LLC
|
|
New York
|
SLG LeaseCo Member LLC
|
|
Delaware
|
SLG Lightpath LLC
|
|
Delaware
|
SLG Madison Investment LLC
|
|
Delaware
|
SLG Manager LLC
|
|
Delaware, New York
|
SLG One Park Shareholder II LLC
|
|
Delaware
|
SLG One Park Shareholder LLC
|
|
Delaware
|
SLG OpCo Holdings LLC
|
|
Delaware
|
SLG OpCo Member LLC
|
|
Delaware
|
SLG Park Avenue Investor LLC
|
|
Delaware
|
SLG Protective TRS Corp
|
|
Delaware, New York
|
SLG RSVP Member LLC
|
|
Delaware
|
SLG Tower 45 LLC
|
|
Delaware
|
Structured Finance TRS Corp.
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
|
|
|
1 Madison Residential Holdings B LLC
|
|
Delaware
|
10 E 53 Owner LLC
|
|
Delaware
|
100 Church Fee Owner LLC
|
|
Delaware
|
1010 Washington SLG Owner LLC
|
|
Delaware
|
107-30 Rockaway Blvd LLC
|
|
Delaware
|
1080 Amsterdam Green A Member LLC
|
|
Delaware
|
1080 Amsterdam Green B Member LLC
|
|
Delaware
|
1080 Amsterdam Lessee LLC
|
|
Delaware
|
108-01 Rockaway Blvd LLC
|
|
Delaware
|
10E53 Partner LLC
|
|
Delaware
|
11 Madison Avenue Owner 2 LLC
|
|
Delaware
|
11 Madison Avenue Owner 3 LLC
|
|
Delaware
|
11 Madison Avenue Owner 4 LLC
|
|
Delaware
|
11 Madison Avenue Owner 5 LLC
|
|
Delaware
|
11 Madison Avenue Owner 6 LLC
|
|
Delaware
|
11 Madison Avenue Owner LLC
|
|
Delaware
|
11 Madison Holding LLC
|
|
Delaware
|
11 Madison Investor II LLC
|
|
Delaware
|
11 Madison Investor LLC
|
|
Delaware
|
11 Madison Member LLC
|
|
Delaware
|
11 Madison Principal 5 LLC
|
|
Delaware
|
110 E 42nd GP LLC
|
|
Delaware
|
110 E 42nd Holdco LLC
|
|
Delaware
|
110 E 42nd LPA LLC
|
|
Delaware
|
110 E 42nd Mezz II LP
|
|
Delaware
|
110 E42 Garage Owner LLC
|
|
Delaware
|
11W34 Investor LLC
|
|
Delaware
|
121 GREENE RETAIL OWNER LLC
|
|
Delaware
|
125 Chubb Holdings LLC (f/k/a SLG 114 Fifth Funding LLC)
|
|
Delaware
|
125 Park Owner LLC (f/k/a SLG 125 Park LLC)
|
|
Delaware
|
131 Spring Fee Owner LLC
|
|
Delaware
|
131 Spring Owner LLC
|
|
Delaware
|
150 Grand Owner LLC
|
|
Delaware
|
183 Broadway Owner LLC
|
|
Delaware
|
187 Broadway Owner LLC
|
|
Delaware
|
1515 Broadway GP, LLC
|
|
Delaware
|
1515 Broadway Mezzanine Owner LP
|
|
Delaware
|
1515 BROADWAY OWNER LP
|
|
Delaware
|
1515 Office TRS Corp.
|
|
Delaware
|
1515 Promote LLC
|
|
Delaware
|
1515 SLG Optionee LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
1515 SLG PRIVATE REIT I LLC
|
|
Delaware
|
1515 SLG Private REIT LLC
|
|
Delaware
|
16 Court Street Member LLC
|
|
Delaware
|
16 Court Street Owner LLC
|
|
Delaware
|
1640 Flatbush Owner LLC
|
|
Delaware
|
1640 Green Member LLC
|
|
Delaware
|
1745 Manager LLC
|
|
Delaware
|
1775 Broadway Member LLC
|
|
Delaware
|
180 Maiden Member LLC
|
|
Delaware
|
187 Broadway Air Rights Owner LLC
|
|
Delaware
|
2 Herald Owner LLC
|
|
Delaware
|
21E66 LT Investor LLC
|
|
Delaware
|
21E66 MM Investor LLC
|
|
Delaware
|
21E66 MM TRS LLC
|
|
Delaware
|
33/34 West Owner LLC
|
|
Delaware
|
30 E 40th Street Development LLC
|
|
Delaware
|
30 E 40th Ground Lessee LLC
|
|
Delaware
|
30 E 40th Street JV LLC
|
|
Delaware
|
300 Main Lessee LLC
|
|
Delaware
|
304 PAS Holdings LLC
|
|
Delaware
|
304 PAS Owner LLC
|
|
Delaware
|
315 W 36 Member LLC
|
|
Delaware
|
333 East 22 Green Member LLC
|
|
Delaware
|
333 East 22 Lessee LLC
|
|
Delaware
|
333W34 SLG Owner LLC
|
|
Delaware
|
388 Realty Owner LLC
|
|
Delaware
|
388 SLG Investor LLC
|
|
Delaware
|
400 E57 Fee Owner LLC
|
|
Delaware
|
400 E58 Owner LLC
|
|
Delaware
|
43rd Operator LLC
|
|
Delaware
|
574 Fifth Avenue Lessee LLC
|
|
Delaware
|
635 Sixth Mezz LLC
|
|
Delaware
|
641 Sixth Fee Owner LLC
|
|
Delaware
|
641 Sixth Mezzanine LLC
|
|
Delaware
|
641 Sixth Owners LLC
|
|
Delaware
|
673 Interest Holder LLC
|
|
Delaware
|
750 Third Owner LLC
|
|
Delaware
|
762 Madison Owner LLC
|
|
Delaware
|
885 Third Fee LLC
|
|
Delaware
|
885 Third Lot A Owner LLC
|
|
Delaware
|
919 Ground Lease Member LLC
|
|
Delaware
|
985 Third Development LLC
|
|
Delaware
|
Arden Mezz Participant LLC
|
|
Delaware
|
Belmont Insurance Company
|
|
New York
|
Concept Space LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
East 72nd LLC
|
|
Delaware
|
eEmerge, Inc
|
|
Delaware, New York
|
EMERGE212 125 LLC
|
|
Delaware
|
Emerge212 3CC LLC
|
|
Delaware
|
Fifth Avenue Retail Partners LLC
|
|
Delaware
|
Fifth Avenue Retail Properties LLC
|
|
Delaware
|
Fifth Avenue Retail Ultimate LLC
|
|
Delaware
|
GKK Manager Member Corp.
|
|
Delaware
|
Greater New York Property LLC
|
|
Delaware
|
Green 1250 Broadway Acquisition LLC
|
|
Delaware, New York
|
Green 1250 Broadway LLC
|
|
Delaware, New York
|
Green 141 Fifth Investment LLC
|
|
Delaware
|
Green 141 Fifth Participation Corp.
|
|
Delaware
|
Green 155 Member LLC
|
|
Delaware
|
Green 1552 Member LLC
|
|
Delaware
|
Green 1604 Investment LLC
|
|
Delaware
|
Green 379 Broadway LLC
|
|
Delaware
|
Green 461 Fifth Lessee LLC
|
|
Delaware, New York
|
Green 521 Fifth Avenue Holdings LLC
|
|
Delaware
|
Green 521 Fifth Mezz LLC
|
|
Delaware
|
Green 625 Mezz Lessee LLC
|
|
Delaware
|
Green 650 Member LLC
|
|
Delaware
|
Green 673 SPE Member Inc.
|
|
New York
|
Green 711 Fee Manager LLC
|
|
Delaware
|
Green 711 LM LLC
|
|
New York
|
Green 711 Mortgage Manager LLC
|
|
Delaware
|
Green 711 Sublease Manager LLC
|
|
Delaware
|
Green 724 Member LLC
|
|
Delaware
|
Green 747 Member LLC
|
|
Delaware
|
Green 800 Avenue Associates, LLC
|
|
Delaware
|
GREEN BEEKMAN LLC
|
|
Delaware
|
Green Broadway Nassau LLC
|
|
Delaware
|
Green Broadway/34 Investment LLC
|
|
Delaware
|
Green Eastside Member LLC
|
|
Delaware
|
Green Jericho Member LLC
|
|
Delaware
|
Green Loan Services LLC
|
|
Delaware
|
Green Meadows Member LLC
|
|
Delaware
|
Green W 57TH ST LLC
|
|
New York
|
Jericho Promote Member LLC
|
|
Delaware
|
Landmark Square 1-6 LLC
|
|
Delaware
|
Madison/65 Owner LLC
|
|
Delaware
|
MEADOW RT FUNDING LLC
|
|
Delaware
|
Metropolitan Partners, LLC
|
|
Delaware
|
New Green 673 Realty LLC
|
|
New York
|
North 3rd Acquisition LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
North 3rd MM LLC
|
|
Delaware
|
North 3rd MM TRS LLC
|
|
Delaware
|
North 3rd RU Investor LLC
|
|
Delaware
|
One-Two Jericho Plaza Owner LLC
|
|
Delaware
|
One Vanderbilt Owner LLC
|
|
Delaware
|
OS MEADOWS MEMBER II, LLC
|
|
Delaware
|
OVA Developer LLC
|
|
Delaware
|
OVA REIT Manager LLC
|
|
Delaware
|
Reckson Mezz. LLC
|
|
New York
|
Reckson Operating Partnership, L.P.
|
|
Delaware
|
Second Avenue Development Member LLC
|
|
Delaware
|
S.L. Green Management Corp.
|
|
New York
|
SL Green 100 Park LLC
|
|
New York
|
SL Green 800 JV Member LLC
|
|
Delaware
|
SL Green Capital Trust I
|
|
Delaware
|
SL Green Funding LLC*
|
|
New York
|
SL Green Investor LLC
|
|
Delaware
|
SL Green Management LLC
|
|
Delaware, New York
|
SL Green Realty Acquisition LLC
|
|
Delaware, New York
|
SL Green Servicing Corp.
|
|
Delaware
|
SL Green 800 Third Member LLC
|
|
Delaware
|
SLG 101 INVESTOR LLC
|
|
Delaware
|
SLG 1372 BROADWAY GP LLC
|
|
Delaware
|
SLG 1372 Broadway Limited Partner LLC
|
|
Delaware
|
SLG 1515 Broadway Finance LLC
|
|
Delaware
|
SLG 16 Court Street LLC
|
|
Delaware
|
SLG 16 Court Street 2 LLC
|
|
Delaware
|
SLG 1745 GP LLC
|
|
Delaware
|
SLG 1745 GP II LLC
|
|
Delaware
|
SLG 1745 LP LLC
|
|
Delaware
|
SLG 2 Herald LLC
|
|
Delaware
|
SLG 2 Herald Manager LLC
|
|
Delaware
|
SLG 220 News Lessee LLC
|
|
Delaware
|
SLG 220 News MZ LLC
|
|
Delaware, New York
|
SLG 220 News Owner LLC
|
|
Delaware, New York
|
SLG 315 West LLC
|
|
Delaware
|
SLG 388 Greenwich Promote LLC
|
|
Delaware
|
SLG 388 Greenwich Shareholder LLC
|
|
Delaware
|
SLG 48 E. 43rd LLC
|
|
Delaware
|
SLG 500 West Putnam Owner LLC
|
|
Delaware
|
SLG 600 Lexington Interest Owner LLC
|
|
Delaware
|
SLG 600 Lexington Owner LLC
|
|
Delaware
|
SLG 600 Lexington Promote LLC
|
|
Delaware
|
SLG 600 Lexington SH LLC
|
|
Delaware
|
SLG 609 Fifth LLC
|
|
Delaware
|
Entity Name
|
|
State of Incorporation
|
SLG 625 Lessee LLC
|
|
Delaware
|
SLG 7 Renaissance Member LLC
|
|
Delaware
|
SLG 711 Fee LLC
|
|
New York
|
SLG 711 Third LLC
|
|
New York
|
SLG 711 Third Sublandlord LLC
|
|
Delaware
|
SLG 717 Fifth Member LLC
|
|
Delaware
|
SLG 885 Third Manager LLC
|
|
Delaware
|
SLG Arden Mezz 1 LLC
|
|
Delaware
|
SLG Asset Management Fee LLC
|
|
Delaware, New York
|
SLG Elevator Holdings LLC
|
|
New York
|
SLG Funding REIT LLC*
|
|
Delaware
|
SLG Gramercy Services LLC
|
|
Delaware
|
SLG Graybar LLC
|
|
Delaware
|
SLG Graybar Mesne Lease Corp
|
|
New York
|
SLG Graybar Mesne Lease I LLC
|
|
Delaware
|
SLG Graybar Mesne Lease LLC
|
|
New York
|
SLG Graybar New Ground Lessee LLC
|
|
Delaware
|
SLG Graybar New Lessee LLC
|
|
Delaware
|
SLG Graybar Sublease Corp
|
|
New York
|
SLG Graybar Sublease LLC
|
|
New York
|
SLG IRP Realty LLC
|
|
New York
|
SLG LeaseCo Member LLC
|
|
Delaware
|
SLG Lightpath LLC
|
|
Delaware
|
SLG Madison Investment LLC
|
|
Delaware
|
SLG One Park Shareholder II LLC
|
|
Delaware
|
SLG One Park Shareholder LLC
|
|
Delaware
|
SLG OpCo Holdings LLC
|
|
Delaware
|
SLG OpCo Member LLC
|
|
Delaware
|
SLG Park Avenue Investor LLC
|
|
Delaware
|
SLG Protective TRS Corp
|
|
Delaware, New York
|
SLG RSVP Member LLC
|
|
Delaware
|
SLG Tower 45 LLC
|
|
Delaware
|
Structured Finance TRS Corp.
|
|
Delaware
|
|
/s/ Ernst & Young LLP
|
1.
|
I have reviewed this annual report on Form 10-K of SL Green Realty Corp. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2018
|
|
|
|
|
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of SL Green Realty Corp. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2018
|
|
|
|
|
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of SL Green Operating Partnership, L.P. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2018
|
|
|
|
|
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the registrant
|
|
1.
|
I have reviewed this annual report on Form 10-K of SL Green Operating Partnership, L.P. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 23, 2018
|
|
|
|
|
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the registrant
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
February 23, 2018
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
February 23, 2018
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the Operating Partnership
|
|
|
|
|
February 23, 2018
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the Operating Partnership
|
|
|
|
|
February 23, 2018
|
|