UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20182019
OR
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                
Commission File Number: 1-13199 (SL Green Realty Corp.)
Commission File Number: 33-167793-02 (SL Green Operating Partnership, L.P.)

SL GREEN REALTY CORP.CORP.
SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)

SL Green Realty Corp.Maryland13-3956755
SL Green Operating Partnership, L.P.Delaware13-3960938
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
420 Lexington Avenue, New York, NY10170
(Address of principal executive offices—Zip Code)


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



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
SL Green Realty Corp.    Yes x    No o            SL Green Operating Partnership, L.P.    Yes x    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 
SL Green Realty Corp.     Yes x    No o            SL Green Operating Partnership, L.P.    Yes x    No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
SL Green Realty Corp.
Large accelerated filerx Accelerated filero
Non-accelerated filero  
Smaller Reporting Companyo☐ Emerging Growth Companyo☐
     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
SL Green Operating Partnership, L.P.
Large accelerated filero Accelerated filero
Non-accelerated filerx  
Smaller Reporting Companyo☐ Emerging Growth Companyo☐
     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
SL Green Realty Corp.    Yes o☐    No x            SL Green Operating Partnership, L.P.    Yes o☐    No x
Securities registered pursuant to Section 12(b) of the Act:
RegistrantTrading SymbolTitle of Each ClassName of Each Exchange on Which Registered
SL Green Realty Corp.SLGCommon Stock, $0.01 par valueNew York Stock Exchange
SL Green Realty Corp.SLG.PRI6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par valueNew York Stock Exchange
As of October 30, 2018, 85,270,726August 6, 2019, 82,416,822 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of October 30, 2018, 1,022,921August 6, 2019, 1,022,624 common units of limited partnership interest of SL Green Operating Partnership, L.P. were held by non-affiliates. There is no established trading market for such units.
 






EXPLANATORY NOTE


This report combines the quarterly reports on Form 10-Q for the period ended SeptemberJune 30, 20182019 of SL Green Realty Corp. and SL Green Operating Partnership, L.P. Unless stated otherwise or the context otherwise requires, references to "SL Green Realty Corp.," the "Company" or "SL Green" mean SL Green Realty Corp. and its consolidated subsidiaries, including SL Green Operating Partnership, L.P.; and references to "SL Green Operating Partnership, L.P.," the "Operating Partnership" or "SLGOP" mean SL Green Operating Partnership, L.P. and its consolidated subsidiaries. The terms "we," "our" and "us" mean the Company and all the entities owned or controlled by the Company, including the Operating Partnership.
The Company is a Maryland corporation which operates as a self-administered and self-managed real estate investment trust, or REIT, and is the sole managing general partner of the Operating Partnership. As a general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.
As of SeptemberJune 30, 20182019 the Company owns 94.90%95.09% of the outstanding general and limited partnership interest in the Operating Partnership and owns 9,200,000 Series I Preferred Units of the Operating Partnership. As of SeptemberJune 30, 2018,2019, noncontrolling investors held, in aggregate, a 5.10%4.91% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.
The Company and the Operating Partnership are managed and operated as one entity. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.
Noncontrolling interests in the Operating Partnership, stockholders' equity of the Company and partners' capital of the Operating Partnership are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership not owned by the Company are accounted as noncontrolling interests, within mezzanine equity, in the Company's and the Operating Partnership's consolidated financial statements.
We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:
Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and
Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
consolidated financial statements;
the following notes to the consolidated financial statements:
◦Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;
◦Note 12, Stockholders' Equity of the Company;
◦Note 13, Partners' Capital of the Operating Partnership.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership, respectively, in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Company, in both their capacity as the principal executive officer and principal financial officer of the Company and the principal executive officer and principal financial officer of the general partner of the Operating Partnership, have made the requisite certifications and that the Company and the Operating Partnership are compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended.




SL GREEN REALTY CORP. AND SL GREEN OPERATING PARTNERSHIP, L.P.
TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION 
Item 1.FINANCIAL STATEMENTS
4
   
 FINANCIAL STATEMENTS OF SL GREEN REALTY CORP. 
 Consolidated Balance Sheets as of SeptemberJune 30, 20182019 (unaudited) and December 31, 20172018
4
 Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
6
 Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
7
 Consolidated Statements of Equity for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
8
 Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
10
   
 FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P. 
 Consolidated Balance Sheets as of SeptemberJune 30, 20182019 (unaudited) and December 31, 20172018
1213
 Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
1415
 Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
1516
 Consolidated Statements of Capital for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
1617
 Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20182019 and 20172018 (unaudited)
1819
 Notes to Consolidated Financial Statements (unaudited)
2022
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
5557
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
75
Item 4.
Controls and Procedures (SL Green Realty Corp. and SL Green Operating Partnership, L.P.)
76
PART II.OTHER INFORMATION 
Item 1.
Legal Proceedings
77
Item 1A.
Risk Factors
77
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
77
Item 3.
Defaults Upon Senior Securities
77
Item 4.
Mine Safety Disclosures
78
Item 5.
Other Information
79
Item 6.
Exhibits
80
 Signatures
81


Table of Contents




PART I FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands)
September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
(unaudited)  (unaudited)  
Assets      
Commercial real estate properties, at cost:      
Land and land interests
$1,827,999
 $2,357,051
$1,929,496
 $1,774,899
Building and improvements
5,271,442
 6,351,012
5,749,261
 5,268,484
Building leasehold and improvements
1,427,381
 1,450,614
1,427,225
 1,423,107
Properties under capital lease
47,445
 47,445
Right of use asset - financing leases47,445
 47,445
Right of use asset - operating leases396,795
 —
8,574,267
 10,206,122
9,550,222
 8,513,935
Less: accumulated depreciation
(2,049,338) (2,300,116)(2,217,013) (2,099,137)
6,524,929
 7,906,006
7,333,209
 6,414,798
Assets held for sale696,069
 338,354
Cash and cash equivalents160,248
 127,888
148,978
 129,475
Restricted cash98,344
 122,138
92,169
 149,638
Investments in marketable securities28,538
 28,579
29,978
 28,638
Tenant and other receivables, net of allowance of $16,401 and $18,637 in 2018 and 2017, respectively44,614
 57,644
Tenant and other receivables38,270
 41,589
Related party receivables21,425
 23,039
23,686
 28,033
Deferred rents receivable, net of allowance of $15,482 and $17,207 in 2018 and 2017, respectively329,325
 365,337
Debt and preferred equity investments, net of discounts and deferred origination fees of $16,973 and $25,507 in 2018 and 2017, respectively1,977,057
 2,114,041
Deferred rents receivable341,659
 335,985
Debt and preferred equity investments, net of discounts and deferred origination fees of $19,963 and $22,379 in 2019 and 2018, respectively, and allowance of $1,750 and $5,750 in 2019 and 2018, respectively.2,228,912
 2,099,393
Investments in unconsolidated joint ventures3,070,825
 2,362,989
2,937,153
 3,019,020
Deferred costs, net202,500
 226,201
220,572
 209,110
Other assets301,130
 310,688
235,355
 295,679
Total assets (1)
$13,455,004
 $13,982,904
$13,629,941
 $12,751,358
Liabilities      
Mortgages and other loans payable, net$2,316,688
 $2,837,282
$2,330,413
 $1,961,240
Revolving credit facility, net136,734
 30,336
663,118
 492,196
Unsecured term loan, net1,492,550
 1,491,575
Unsecured term loans, net1,493,302
 1,493,051
Unsecured notes, net1,494,826
 1,395,939
1,495,956
 1,495,214
Accrued interest payable27,211
 38,142
25,564
 23,154
Other liabilities97,565
 188,005
123,921
 116,566
Accounts payable and accrued expenses141,082
 137,142
133,473
 147,060
Deferred revenue110,283
 208,119
122,941
 94,453
Capital lease obligations
43,416
 42,843
Deferred land leases payable3,731
 3,239
Lease liability - financing leases44,034
 43,616
Lease liability - operating leases387,602
 3,603
Dividend and distributions payable79,165
 85,138
79,272
 80,430
Security deposits64,501
 67,927
62,735
 64,688
Liabilities related to assets held for sale311,049
 4,074
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities100,000
 100,000
100,000
 100,000
Total liabilities (1)
6,418,801
 6,629,761
7,062,331
 6,115,271


4
Table of Contents


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


September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
(unaudited)  (unaudited)  
Commitments and contingencies—
 —
—
 —
Noncontrolling interests in Operating Partnership467,743
 461,954
401,824
 387,805
Preferred units301,285
 301,735
286,285
 300,427
      
Equity      
SL Green stockholders' equity:      
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2018 and December 31, 2017221,932
 221,932
Common stock, $0.01 par value, 160,000 shares authorized and 86,649 and 93,858 issued and outstanding at September 30, 2018 and December 31, 2017, respectively (including 1,055 shares held in treasury at September 30, 2018 and December 31, 2017)867
 939
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both June 30, 2019 and December 31, 2018221,932
 221,932
Common stock, $0.01 par value, 160,000 shares authorized and 83,465 and 84,739 issued and outstanding at June 30, 2019 and December 31, 2018, respectively (including 1,055 shares held in treasury at June 30, 2019 and December 31, 2018)835
 847
Additional paid-in-capital4,602,650
 4,968,338
4,451,209
 4,508,685
Treasury stock at cost(124,049) (124,049)(124,049) (124,049)
Accumulated other comprehensive income36,299
 18,604
Accumulated other comprehensive (loss) income(28,395) 15,108
Retained earnings1,476,959
 1,139,329
1,288,390
 1,278,998
Total SL Green stockholders' equity6,214,658
 6,225,093
5,809,922
 5,901,521
Noncontrolling interests in other partnerships52,517
 364,361
69,579
 46,334
Total equity6,267,175
 6,589,454
5,879,501
 5,947,855
Total liabilities and equity$13,455,004
 $13,982,904
$13,629,941
 $12,751,358
      
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $110.0 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $34.6 million and $330.9 million of accumulated depreciation, $991.3 million and $221.0 million of other assets included in other line items, $141.0 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.4 million and $42.8 million of capital lease obligations, and $203.4 million and $56.8 million of other liabilities included in other line items as of September 30, 2018 and December 31, 2017, respectively.
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $219.4 million and $110.0 million of land, $0.5 billion and $0.3 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $61.7 million and $47.4 million of right of use assets, $21.4 million and $42.2 million of accumulated depreciation, $86.1 million and $112.6 million of other assets included in other line items, $461.7 million and $140.8 million of real estate debt, net, $1.5 million and $0.4 million of accrued interest payable, $57.1 million and $43.6 million of lease liabilities, and $50.4 million and $18.3 million of other liabilities included in other line items as of June 30, 2019 and December 31, 2018, respectively.
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $219.4 million and $110.0 million of land, $0.5 billion and $0.3 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $61.7 million and $47.4 million of right of use assets, $21.4 million and $42.2 million of accumulated depreciation, $86.1 million and $112.6 million of other assets included in other line items, $461.7 million and $140.8 million of real estate debt, net, $1.5 million and $0.4 million of accrued interest payable, $57.1 million and $43.6 million of lease liabilities, and $50.4 million and $18.3 million of other liabilities included in other line items as of June 30, 2019 and December 31, 2018, respectively.




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


5
Table of Contents


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




 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017 2019 2018 2019 2018
Revenues                
Rental revenue, net $221,763
 $274,765
 $648,501
 $835,501
 $244,959
 $238,421
 $485,077
 $480,189
Escalation and reimbursement 29,103
 44,749
 82,554
 131,561
Investment income 48,977
 47,820
 143,540
 148,741
 51,618
 49,273
 101,649
 94,563
Other income 7,702
 7,266
 35,761
 34,328
 16,447
 13,422
 30,553
 28,059
Total revenues 307,545
 374,600
 910,356
 1,150,131
 313,024
 301,116
 617,279
 602,811
Expenses 
   
   
   
  
Operating expenses, including related party expenses of $4,790 and $13,289 in 2018 and $5,505 and $14,941 in 2017, respectively. 56,852
 75,927
 172,871
 221,285
Operating expenses, including related party expenses of $5,323 and $8,116 in 2019 and $4,665 and $8,499 in 2018 58,317
 56,237
 116,015
 116,019
Real estate taxes 48,805
 64,160
 139,788
 186,173
 46,694
 45,322
 93,382
 90,983
Ground rent 9,507
 8,307
 26,661
 24,923
Operating lease rent 8,298
 8,846
 16,596
 17,154
Interest expense, net of interest income 55,168
 65,634
 156,695
 196,112
 47,160
 53,611
 97,685
 101,527
Amortization of deferred financing costs 2,630
 4,008
 9,713
 12,201
 2,712
 3,546
 5,454
 7,083
Depreciation and amortization 70,747
 91,728
 208,049
 318,916
 69,461
 67,914
 137,804
 137,302
Loan loss and other investment reserves, net of recoveries 1,087
 —
 1,087
 —
Transaction related costs 163
 186
 673
 365
 261
 348
 316
 510
Marketing, general and administrative 20,594
 23,963
 66,601
 72,362
 25,480
 22,479
 51,459
 46,007
Total expenses 265,553
 333,913
 782,138
 1,032,337
 258,383
 258,303
 518,711
 516,585
         

 

 

 

Equity in net income from unconsolidated joint ventures 971
 4,078
 9,709
 14,104
Equity in net (loss) income from unconsolidated joint ventures (7,546) 4,702
 (12,780) 8,738
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 59,015
 72,025
 76,181
 65,585
Purchase price and other fair value adjustments 67,631
 11,149
 65,590
 60,442
(Loss) gain on sale of real estate, net (2,504) —
 6,227
 (3,256) —
 (14,790) (1,049) 8,731
Depreciable real estate reserves (6,691) —
 (6,691) (85,336)
Purchase price and other fair value adjustments (3,057) —
 57,385
 —
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 70,937
 1,030
 136,522
 16,166
Gain on sale of investment in marketable securities —
 —
 —
 3,262
Loss on early extinguishment of debt (2,194) —
 (2,194) —
Net income 99,454
 45,795
 329,176
 62,734
 173,741
 115,899
 226,510
 229,722
Net (income) loss attributable to noncontrolling interests:                
Noncontrolling interests in the Operating Partnership
(4,797) (1,812) (15,656) (2,707)
(8,310) (5,586) (10,587) (10,858)
Noncontrolling interests in other partnerships
136
 1,474
 (234) 18,179

2,138
 (173) 1,900
 (371)
Preferred units distributions
(2,846) (2,850) (8,542) (8,551)
(2,729) (2,847) (5,453) (5,696)
Net income attributable to SL Green 91,947
 42,607
 304,744
 69,655
 164,840
 107,293
 212,370
 212,797
Perpetual preferred stock dividends (3,738) (3,738) (11,213) (11,213) (3,737) (3,737) (7,475) (7,475)
Net income attributable to SL Green common stockholders $88,209
 $38,869
 $293,531
 $58,442
 $161,103
 $103,556
 $204,895
 $205,322
                
Basic Earnings per Share $1.03
 $0.40
 $3.34
 $0.59
 $1.94
 $1.19
 $2.46
 $2.31
Diluted Earnings per Share $1.03
 $0.40
 $3.34
 $0.59
 $1.94
 $1.19
 $2.46
 $2.31
                
Basic weighted average common shares outstanding 85,566
 97,783
 87,692
 99,431
 82,971
 87,176
 83,141
 88,772
Diluted weighted average common shares and common share equivalents outstanding 90,428
 102,570
 92,580
 104,280
 87,398
 92,083
 87,606
 93,667
The accompanying notes are an integral part of these consolidated financial statements.


6
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SL Green Realty Corp.
Consolidated Statements of Comprehensive Income
(unaudited, in thousands)


  Three Months Ended September 30, Nine Months Ended September 30,
  2018 2017 2018 2017
Net income
$99,454
 $45,795
 $329,176
 $62,734
Other comprehensive income (loss):

   
  
Change in net unrealized gain (loss) on derivative instruments, including SL Green's share of joint venture net unrealized gain (loss) on derivative instruments
3,919
 (217) 18,809
 (3,812)
Change in unrealized gain (loss) on marketable securities
(32) 44
 (39) (4,443)
Other comprehensive income (loss)
3,887
 (173) 18,770
 (8,255)
Comprehensive income
103,341
 45,622
 347,946
 54,479
Net (income) loss attributable to noncontrolling interests and preferred units distributions
(7,507) (3,188) (24,432) 6,921
Other comprehensive (income) loss attributable to noncontrolling interests
(210) 4
 (1,075) 303
Comprehensive income attributable to SL Green
$95,624
 $42,438
 $322,439
 $61,703
  Three Months Ended June 30, Six Months Ended June 30,
  2019 2018 2019 2018
Net income
$173,741
 $115,899
 $226,510
 $229,722
Other comprehensive (loss) income:

   
  
(Decrease) increase in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments
(26,220) 3,977
 (47,105) 14,890
Increase (decrease) in unrealized value of marketable securities
572
 318
 1,341
 (8)
Other comprehensive (loss) income
(25,648) 4,295
 (45,764) 14,882
Comprehensive income
148,093
 120,194
 180,746
 244,604
Net income attributable to noncontrolling interests and preferred units distributions
(8,901) (8,606) (14,140) (16,925)
Other comprehensive loss (income) attributable to noncontrolling interests
1,258
 (245) 2,261
 (864)
Comprehensive income attributable to SL Green
$140,450
 $111,343
 $168,867
 $226,815




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




7
Table of Contents


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




SL Green Realty Corp. Stockholders  SL Green Realty Corp. Stockholders  
   Common Stock         


   Common Stock         


 Series I
Preferred
Stock		 Shares Par
Value		 Additional
Paid-
In-Capital		 Treasury
Stock		 Accumulated
Other
Comprehensive Income		 Retained
Earnings		 Noncontrolling
Interests		 Total Series I
Preferred
Stock		 Shares Par
Value		 Additional
Paid-
In-Capital		 Treasury
Stock		 Accumulated
Other
Comprehensive Income (Loss)		 Retained
Earnings		 Noncontrolling
Interests		 Total
Balance at December 31, 2017 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,139,329
 $364,361
 $6,589,454
Cumulative adjustment upon adoption of ASC 610-20             570,524
   570,524
Balance at January 1, 2018 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,709,853
 $364,361
 $7,159,978
Balance at December 31, 2018 $221,932
 83,684
 $847
 $4,508,685
 $(124,049) $15,108
 $1,278,998
 $46,334
 $5,947,855
Net income             212,797
 371
 213,168
             47,530
 237
 47,767
Other comprehensive income           14,018
     14,018
Acquisition of subsidiary interest from noncontrolling interest                 —
Other comprehensive loss           (19,113)     (19,113)
Preferred dividends             (7,475)   (7,475)             (3,738)   (3,738)
DRSPP proceeds   1
   64
         64
   1
   47
         47
Conversion of units in the Operating Partnership for common stock   15
   1,560
         1,560
   5
   446
         446
Reallocation of noncontrolling interest in the Operating Partnership             (4,493)   (4,493)             (28,932)   (28,932)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (20)   8,090
         8,090
   (20)   4,835
         4,835
Repurchases of common stock   (7,133) (72) (382,080)     (310,939)   (693,091)   (398) (4) (21,432)     (12,807)   (34,243)
Proceeds from stock options exercised   59
 1
 5,636
         5,637
Contributions to consolidated joint venture interests               1,828
 1,828
               161
 161
Deconsolidation of partially owned entity             
 (314,596) (314,596)
Cash distributions to noncontrolling interests               (724) (724)               (208) (208)
Cash distributions declared ($1.625 per common share, none of which represented a return of capital for federal income tax purposes)             (141,908)   (141,908)
Balance at June 30, 2018 221,932
 85,725
 868
 4,601,608
 (124,049) 32,622
 1,457,835
 51,240
 6,242,056
Cash distributions declared ($0.85 per common share, none of which represented a return of capital for federal income tax purposes)             (70,554)   (70,554)
Balance at March 31, 2019 $221,932
 83,272
 $843
 $4,492,581
 $(124,049) $(4,005) $1,210,497
 $46,524
 $5,844,323
Net income             91,947
 (136) 91,811
             164,840
 (2,138) 162,702
Other comprehensive income           3,677
     3,677
Acquisition of subsidiary interest from noncontrolling interest       (515)       (25,276) (25,791)
Other comprehensive loss           (24,390)     (24,390)
Preferred dividends             (3,738)   (3,738)             (3,737)   (3,737)
DRSPP proceeds   —
   52
         52
   2
   216
         216
Conversion of units in the Operating Partnership for common stock   —
   —
         —
   

   

         —
Reallocation of noncontrolling interest in the Operating Partnership             11,941
   11,941
             14,904
   14,904
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   13
   4,634
         4,634
   3
   5,698
         5,698
Repurchases of common stock   (253) (2) (13,579)     (11,655)   (25,236)   (867) (8) (46,771)     (28,291)   (75,070)
Proceeds from stock options exercised   109
 1
 9,935
         9,936
Contributions to consolidated joint venture interests               3,072
 3,072
               50,532
 50,532
Deconsolidation of partially owned entity               (520) (520)               


 —
Cash distributions to noncontrolling interests               (1,139) (1,139)               (63) (63)
Cash distributions declared ($0.8125 per common share, none of which represented a return of capital for federal income tax purposes)             (69,371)   (69,371)
Balance at September 30, 2018 $221,932
 85,594
 $867
 $4,602,650
 $(124,049) $36,299
 $1,476,959
 $52,517
 $6,267,175
Cash distributions declared ($0.85 per common share, none of which represented a return of capital for federal income tax purposes)             (69,823)   (69,823)
Balance at June 30, 2019 $221,932
 82,410
 $835
 $4,451,209
 $(124,049) $(28,395) $1,288,390
 $69,579
 $5,879,501


8
Table of Contents


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




SL Green Realty Corp. Stockholders  SL Green Realty Corp. Stockholders  
   Common Stock             Common Stock          
 Series I
Preferred
Stock		 Shares Par
Value		 Additional
Paid-
In-Capital		 Treasury
Stock		 Accumulated
Other
Comprehensive Income		 Retained
Earnings		 Noncontrolling
Interests		 Total Series I
Preferred
Stock		 Shares Par
Value		 Additional
Paid-
In-Capital		 Treasury
Stock		 Accumulated
Other
Comprehensive Income (Loss)		 Retained
Earnings		 Noncontrolling
Interests		 Total
Balance at December 31, 2016 $221,932
 100,562
 $1,017
 $5,624,545
 $(124,049) $22,137
 $1,578,893
 $426,436
 $7,750,911
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
Cumulative adjustment upon adoption of ASC 610-20             570,524
   570,524
Balance at January 1, 2018 $221,932
 92,803
 $939
 $4,968,338
 $(124,049) $18,604
 $1,709,853
 $364,361
 $7,159,978
Net income             27,048
 (16,705) 10,343
             105,504
 198
 105,702
Other comprehensive loss           (7,783)     (7,783)
Other comprehensive income           9,969
     9,969
Preferred dividends             (7,475)   (7,475)             (3,738)   (3,738)
DRSPP proceeds   1
   111
         111
   1
   42
         42
Conversion of units in the Operating Partnership for common stock   122
 1
 13,241
         13,242
   —
 

 


         —
Reallocation of noncontrolling interest in the Operating Partnership             (12,712)   (12,712)             3,645
   3,645
Equity component of repurchased exchangeable senior notes       (18,824)         (18,824)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (8)   13,544
         13,544
   (19)   3,102
         3,102
Repurchases of common stock   (2,448) (24) (253,173)         (253,197)   (3,654) (37) (195,617)     (159,090)   (354,744)
Proceeds from stock options exercised   138
 1
 11,594
         11,595
   4
 

 729
         729
Contributions to consolidated joint venture interests               33,009
 33,009
               157
 157
Deconsolidation of partially owned entity               (30,203) (30,203)               (314,596) (314,596)
Cash distributions to noncontrolling interests               (609) (609)               (276) (276)
Cash distributions declared ($1.55 per common share, none of which represented a return of capital for federal income tax purposes)             (154,312)   (154,312)
Balance at June 30, 2017 221,932
 98,367
 995
 5,391,038
 (124,049) 14,354
 1,431,442
 411,928
 7,347,640
Cash distributions declared ($0.8125 per common share, none of which represented a return of capital for federal income tax purposes)             (72,341)   (72,341)
Balance at March 31, 2018 $221,932
 89,135
 $902
 $4,776,594
 $(124,049) $28,573
 $1,583,833
 $49,844
 $6,537,629
Net income             42,607
 (1,474) 41,133
             107,293
 173
 107,466
Other comprehensive income           (169)     (169)           4,049
     4,049
Preferred dividends             (3,738)   (3,738)             (3,737)   (3,737)
DRSPP proceeds   1
   74
         74
   —
   22
         22
Conversion of units in the Operating Partnership for common stock   20
 —
 2,111
         2,111
   15
 

 1,560
         1,560
Reallocation of noncontrolling interest in the Operating Partnership   —
         15,381
   15,381
             (8,138)   (8,138)
Equity component of repurchased exchangeable senior notes       (9,145)         (9,145)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   2
   6,511
         6,511
   (1)   4,988
         4,988
Repurchases of common stock   (952) (10) (96,784)         (96,794)   (3,479) (35) (186,463)     (151,849)   (338,347)
Proceeds from stock options exercised   8
 —
 695
         695
   55
 1
 4,907
         4,908
Contributions to consolidated joint venture interests               193
 193
               1,671
 1,671
Deconsolidation of partially owned entity               —
 —
               —
 —
Cash distributions to noncontrolling interests               (44,480) (44,480)               (448) (448)
Cash distributions declared ($0.775 per common share, none of which represented a return of capital for federal income tax purposes)             (75,360)   (75,360)
Balance at September 30, 2017 $221,932
 97,446
 $985
 $5,294,500
 $(124,049) $14,185
 $1,410,332
 $366,167
 $7,184,052
Cash distributions declared ($0.8125 per common share, none of which represented a return of capital for federal income tax purposes)             (69,567)   (69,567)
Balance at June 30, 2018 $221,932
 85,725
 $868
 $4,601,608
 $(124,049) $32,622
 $1,457,835
 $51,240
 $6,242,056


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


9
Table of Contents


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




Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Operating Activities      
Net income$329,176
 $62,734
$226,510
 $229,722
Adjustments to reconcile net income to net cash provided by operating activities:
 

 
Depreciation and amortization217,762
 331,117
143,258
 144,385
Equity in net income from unconsolidated joint ventures(9,709) (14,104)
Equity in net loss (income) from unconsolidated joint ventures12,780
 (8,738)
Distributions of cumulative earnings from unconsolidated joint ventures10,174
 19,609
566
 9,889
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate(136,522) (16,166)(76,181) (65,585)
Purchase price and other fair value adjustments(57,385) —
(65,590) (60,442)
Depreciable real estate reserves6,691
 85,336
(Gain) loss on sale of real estate, net(6,227) 3,256
Loan loss reserves and other investment reserves, net of recoveries1,087
 —
Gain on sale of investments in marketable securities—
 (3,262)
Loss on early extinguishment of debt2,194
 —
Loss (gain) on sale of real estate, net1,049
 (8,731)
Deferred rents receivable(11,328) (33,523)(5,674) (4,369)
Other non-cash adjustments8,907
 21,224
5,431
 9,404
Changes in operating assets and liabilities:
  
  
Tenant and other receivables3,186
 (2,318)(1,109) (397)
Related party receivables5,186
 (8,238)4,481
 (1,116)
Deferred lease costs(31,828) (31,479)(32,183) (17,469)
Other assets(52,172) (58,068)(295) (4,329)
Accounts payable, accrued expenses, other liabilities and security deposits20,715
 773
5,299
 22,867
Deferred revenue and land leases payable17,638
 55,361
(427) 1,121
Net cash provided by operating activities317,545

412,252
217,915

246,212
Investing Activities      
Acquisitions of real estate property(40,279) (25,114)(262,343) (9,733)
Additions to land, buildings and improvements(163,750) (251,906)(93,013) (96,577)
Acquisition deposits and deferred purchase price(228) (1,520)
Investments in unconsolidated joint ventures(298,836) (112,697)(97,447) (254,305)
Distributions in excess of cumulative earnings from unconsolidated joint ventures208,724
 279,478
45,241
 178,892
Net proceeds from disposition of real estate/joint venture interest892,350
 160,649
138,526
 760,335
Proceeds from sale or redemption of marketable securities—
 55,129
Other investments991
 46,955
(1,056) (22,790)
Origination of debt and preferred equity investments(652,309) (935,724)(523,476) (603,575)
Repayments or redemption of debt and preferred equity investments553,341
 707,676
327,392
 317,337
Net cash provided by (used in) investing activities500,232
 (75,554)
Net cash (used in) provided by investing activities(466,404) 268,064


10
Table of Contents


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


Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Financing Activities      
Proceeds from mortgages and other loans payable$339,125
 $779,650
$427,352
 $210,575
Repayments of mortgages and other loans payable(351,080) (706,056)(43,630) (22,864)
Proceeds from revolving credit facility and senior unsecured notes2,205,000
 1,447,800
940,000
 1,475,000
Repayments of revolving credit facility and senior unsecured notes(2,000,000) (1,270,804)(770,000) (1,155,000)
Proceeds from stock options exercised and DRIP issuance15,689
 12,475
Proceeds from stock options exercised and DRSPP issuance263
 5,701
Repurchase of common stock(760,073) (349,991)(109,313) (724,696)
Redemption of preferred stock(350) (125)
Redemption of preferred units(15,142) (350)
Redemption of OP units(15,851) —
Distributions to noncontrolling interests in other partnerships(1,863) (45,089)(271) (724)
Contributions from noncontrolling interests in other partnerships4,900
 33,202
2,469
 1,828
Acquisition of subsidiary interest from noncontrolling interest(25,791) —
Distributions to noncontrolling interests in the Operating Partnership(11,469) (10,639)(7,353) (7,712)
Dividends paid on common and preferred stock(237,007) (251,701)(154,460) (160,699)
Other obligations related to loan participations(3,842) 16,737
—
 (3)
Tax withholdings related to restricted share awards16
 (3,879)(3,126) (3,842)
Deferred loan costs and capitalized lease obligation(8,257) (8,993)(14,624) (1,536)
Net cash used in financing activities(809,211) (357,413)
Net increase (decrease) in cash, cash equivalents, and restricted cash8,566
 (20,715)
Net cash provided by (used in) financing activities210,523
 (384,322)
Net (decrease) increase in cash, cash equivalents, and restricted cash(37,966) 129,954
Cash, cash equivalents, and restricted cash at beginning of year250,026
 369,967
279,113
 250,026
Cash, cash equivalents, and restricted cash at end of period$258,592
 $349,252
$241,147
 $379,980
  
  
Supplemental Disclosure of Non-Cash Investing and Financing Activities:      
Issuance of units in the Operating Partnership$—
 $23,273
$—
 $15,448
Conversion of units in the Operating Partnership for common stock1,560
 15,352
446
 1,560
Redemption of units in the Operating Partnership for the sale of a joint venture10,445
 —
Derivative instruments at fair value—
 6,937
Tenant improvements and capital expenditures payable16,246
 8,926
9,021
 16,534
Fair value adjustment to noncontrolling interest in Operating Partnership7,448
 2,669
43,835
 4,493
Deconsolidation of subsidiaries298,391
 328,643
—
 298,403
Transfer of assets related to assets held for sale734,008
 273,455
—
 593,995
Transfer of liabilities related to assets held for sale310,496
 1,290
—
 265,538
Removal of fully depreciated commercial real estate properties115,320
 11,158
5,728
 110,594
Contribution to consolidated joint venture by noncontrolling interest48,223
 —
Share repurchase payable41,746
 —
—
 31,605
Recognition of right of use assets and related lease liabilities389,120
 —


The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial positionconsolidated balance sheets that sum to the total of the same such amounts shown in the statementconsolidated statements of cash flows.
Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Cash and cash equivalents$160,248
 $241,489
$148,978
 $287,240
Restricted cash98,344
 107,763
92,169
 92,740
Total cash, cash equivalents, and restricted cash$258,592
 $349,252
$241,147
 $379,980
The accompanying notes are an integral part of these consolidated financial statements.



11
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12
Table of Contents
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands)




 September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
 (unaudited)  (unaudited)  
Assets       
Commercial real estate properties, at cost:       
Land and land interests
 $1,827,999
 $2,357,051
$1,929,496
 $1,774,899
Building and improvements
 5,271,442
 6,351,012
5,749,261
 5,268,484
Building leasehold and improvements
 1,427,381
 1,450,614
1,427,225
 1,423,107
Properties under capital lease
 47,445
 47,445
Right of use asset - financing leases47,445
 47,445
Right of use asset - operating leases396,795
 —
 8,574,267
 10,206,122
9,550,222
 8,513,935
Less: accumulated depreciation
 (2,049,338) (2,300,116)(2,217,013) (2,099,137)
 6,524,929
 7,906,006
7,333,209
 6,414,798
Assets held for sale 696,069
 338,354
Cash and cash equivalents 160,248
 127,888
148,978
 129,475
Restricted cash 98,344
 122,138
92,169
 149,638
Investments in marketable securities 28,538
 28,579
29,978
 28,638
Tenant and other receivables, net of allowance of $16,401 and $18,637 in 2018 and 2017, respectively 44,614
 57,644
Tenant and other receivables38,270
 41,589
Related party receivables 21,425
 23,039
23,686
 28,033
Deferred rents receivable, net of allowance of $15,482 and $17,207 in 2018 and 2017, respectively 329,325
 365,337
Debt and preferred equity investments, net of discounts and deferred origination fees of $16,973 and $25,507 in 2018 and 2017, respectively 1,977,057
 2,114,041
Deferred rents receivable341,659
 335,985
Debt and preferred equity investments, net of discounts and deferred origination fees of $19,963 and $22,379 in 2019 and 2018, respectively, and allowance of $1,750 and $5,750 in 2019 and 2018, respectively.2,228,912
 2,099,393
Investments in unconsolidated joint ventures 3,070,825
 2,362,989
2,937,153
 3,019,020
Deferred costs, net 202,500
 226,201
220,572
 209,110
Other assets 301,130
 310,688
235,355
 295,679
Total assets (1)
 $13,455,004
 $13,982,904
$13,629,941
 $12,751,358
Liabilities       
Mortgages and other loans payable, net $2,316,688
 $2,837,282
$2,330,413
 $1,961,240
Revolving credit facility, net 136,734
 30,336
663,118
 492,196
Unsecured term loan, net 1,492,550
 1,491,575
Unsecured term loans, net1,493,302
 1,493,051
Unsecured notes, net 1,494,826
 1,395,939
1,495,956
 1,495,214
Accrued interest payable 27,211
 38,142
25,564
 23,154
Other liabilities 97,565
 188,005
123,921
 116,566
Accounts payable and accrued expenses 141,082
 137,142
133,473
 147,060
Deferred revenue 110,283
 208,119
122,941
 94,453
Capital lease obligations
 43,416
 42,843
Deferred land leases payable 3,731
 3,239
Lease liability - financing leases44,034
 43,616
Lease liability - operating leases387,602
 3,603
Dividend and distributions payable 79,165
 85,138
79,272
 80,430
Security deposits 64,501
 67,927
62,735
 64,688
Liabilities related to assets held for sale 311,049
 4,074
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities 100,000
 100,000
100,000
 100,000
Total liabilities (1)
 6,418,801
 6,629,761
7,062,331
 6,115,271
Commitments and contingencies —
 —
—
 —
Limited partner interests in SLGOP (4,601 and 4,453 limited partner common units outstanding at September 30, 2018 and December 31, 2017, respectively) 467,743
 461,954
Limited partner interests in SLGOP (4,259 and 4,131 limited partner common units outstanding at June 30, 2019 and December 31, 2018, respectively)401,824
 387,805
Preferred units 301,285
 301,735
286,285
 300,427


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SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands)




 September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
 (unaudited)  (unaudited)  
Capital       
SLGOP partners' capital:       
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2018 and December 31, 2017 221,932
 221,932
SL Green partners' capital (908 and 973 general partner common units and 85,215 and 91,831 limited partner common units outstanding at September 30, 2018 and December 31, 2017, respectively) 5,956,427
 5,984,557
Accumulated other comprehensive income 36,299
 18,604
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both June 30, 2019 and December 31, 2018221,932
 221,932
SL Green partners' capital (867 and 878 general partner common units and 81,543 and 82,806 limited partner common units outstanding at June 30, 2019 and December 31, 2018, respectively)5,616,385
 5,664,481
Accumulated other comprehensive (loss) income(28,395) 15,108
Total SLGOP partners' capital 6,214,658
 6,225,093
5,809,922
 5,901,521
Noncontrolling interests in other partnerships 52,517
 364,361
69,579
 46,334
Total capital 6,267,175
 6,589,454
5,879,501
 5,947,855
Total liabilities and capital $13,455,004
 $13,982,904
$13,629,941
 $12,751,358
       
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $110.0 million and $398.0 million of land, $0.3 billion and $1.4 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $47.4 million and $47.4 million of properties under capital lease, $34.6 million and $330.9 million of accumulated depreciation, $991.3 million and $221.0 million of other assets included in other line items, $141.0 million and $628.9 million of real estate debt, net, $0.4 million and $2.5 million of accrued interest payable, $43.4 million and $42.8 million of capital lease obligations, and $203.4 million and $56.8 million of other liabilities included in other line items as of September 30, 2018 and December 31, 2017, respectively.
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $219.4 million and $110.0 million of land, $0.5 billion and $0.3 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $61.7 million and $47.4 million of right of use assets, $21.4 million and $42.2 million of accumulated depreciation, $86.1 million and $112.6 million of other assets included in other line items, $461.7 million and $140.8 million of real estate debt, net, $1.5 million and $0.4 million of accrued interest payable, $57.1 million and $43.6 million of lease liabilities, and $50.4 million and $18.3 million of other liabilities included in other line items as of June 30, 2019 and December 31, 2018, respectively.(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $219.4 million and $110.0 million of land, $0.5 billion and $0.3 billion of building and improvements, $2.0 million and $2.0 million of building and leasehold improvements, $61.7 million and $47.4 million of right of use assets, $21.4 million and $42.2 million of accumulated depreciation, $86.1 million and $112.6 million of other assets included in other line items, $461.7 million and $140.8 million of real estate debt, net, $1.5 million and $0.4 million of accrued interest payable, $57.1 million and $43.6 million of lease liabilities, and $50.4 million and $18.3 million of other liabilities included in other line items as of June 30, 2019 and December 31, 2018, respectively.




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


1314
Table of Contents


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






 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended June 30, Six Months Ended June 30,
 2018
2017 2018 2017 2019
2018 2019 2018
Revenues                
Rental revenue, net $221,763
 $274,765
 $648,501
 $835,501
 $244,959
 $238,421
 $485,077
 $480,189
Escalation and reimbursement 29,103
 44,749
 82,554
 131,561
Investment income 48,977
 47,820
 143,540
 148,741
 51,618
 49,273
 101,649
 94,563
Other income 7,702
 7,266
 35,761
 34,328
 16,447
 13,422
 30,553
 28,059
Total revenues 307,545
 374,600
 910,356
 1,150,131
 313,024
 301,116
 617,279
 602,811
Expenses 
   
   
   
  
Operating expenses, including related party expenses of $4,790 and $13,289 in 2018 and $5,505 and $14,941 in 2017, respectively. 56,852
 75,927
 172,871
 221,285
Operating expenses, including related party expenses of $5,323 and $8,116 in 2019 and $4,665 and $8,499 in 2018 58,317
 56,237
 116,015
 116,019
Real estate taxes 48,805
 64,160
 139,788
 186,173
 46,694
 45,322
 93,382
 90,983
Ground rent 9,507
 8,307
 26,661
 24,923
Operating lease rent 8,298
 8,846
 16,596
 17,154
Interest expense, net of interest income 55,168
 65,634
 156,695
 196,112
 47,160
 53,611
 97,685
 101,527
Amortization of deferred financing costs 2,630
 4,008
 9,713
 12,201
 2,712
 3,546
 5,454
 7,083
Depreciation and amortization 70,747
 91,728
 208,049
 318,916
 69,461
 67,914
 137,804
 137,302
Loan loss and other investment reserves, net of recoveries 1,087
 —
 1,087
 —
Transaction related costs 163
 186
 673
 365
 261
 348
 316
 510
Marketing, general and administrative 20,594
 23,963
 66,601
 72,362
 25,480
 22,479
 51,459
 46,007
Total expenses 265,553
 333,913
 782,138
 1,032,337
 258,383
 258,303
 518,711
 516,585
                
Equity in net income from unconsolidated joint ventures 971
 4,078
 9,709
 14,104
Equity in net (loss) income from unconsolidated joint ventures (7,546) 4,702
 (12,780) 8,738
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 59,015
 72,025
 76,181
 65,585
Purchase price and other fair value adjustments 67,631
 11,149
 65,590
 60,442
(Loss) gain on sale of real estate, net (2,504) —
 6,227
 (3,256) —
 (14,790) (1,049) 8,731
Depreciable real estate reserves (6,691) —
 (6,691) (85,336)
Purchase price and other fair value adjustments (3,057) —
 57,385
 —
Equity in net gain on sale of interest in unconsolidated joint venture/real estate 70,937
 1,030
 136,522
 16,166
Gain on sale of investment in marketable securities —
 —
 —
 3,262
Loss on early extinguishment of debt (2,194) —
 (2,194) —
Net income 99,454
 45,795
 329,176
 62,734
 173,741
 115,899
 226,510
 229,722
Net loss (income) attributable to noncontrolling interests:        
Net (income) loss attributable to noncontrolling interests:        
Noncontrolling interests in other partnerships 136
 1,474
 (234) 18,179
 2,138
 (173) 1,900
 (371)
Preferred units distributions (2,846) (2,850) (8,542) (8,551) (2,729) (2,847) (5,453) (5,696)
Net income attributable to SLGOP 96,744
 44,419
 320,400
 72,362
 173,150
 112,879
 222,957
 223,655
Perpetual preferred unit distributions (3,738) (3,738) (11,213) (11,213) (3,737) (3,737) (7,475) (7,475)
Net income attributable to SLGOP common unitholders $93,006
 $40,681
 $309,187
 $61,149
 $169,413
 $109,142
 $215,482
 $216,180
                
Basic Earnings per Unit $1.03
 $0.40
 $3.34
 $0.59
 $1.94
 $1.19
 $2.46
 $2.31
Diluted Earnings per Unit $1.03
 $0.40
 $3.34
 $0.59
 $1.94
 $1.19
 $2.46
 $2.31
                
Basic weighted average common units outstanding 90,209
 102,326
 92,369
 104,001
 87,231
 91,882
 87,437
 93,467
Diluted weighted average common units and common unit equivalents outstanding 90,428
 102,570
 92,580
 104,280
 87,398
 92,083
 87,606
 93,667




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


1415
Table of Contents




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


  Three Months Ended September 30, Nine Months Ended September 30,
  2018
2017 2018 2017
Net income $99,454
 $45,795
 $329,176
 $62,734
Other comprehensive income (loss):        
Change in net unrealized gain on derivative instruments, including SLGOP's share of joint venture net unrealized gain on derivative instruments 3,919
 (217) 18,809
 (3,812)
Change in unrealized gain (loss) on marketable securities (32) 44
 (39) (4,443)
Other comprehensive income (loss) 3,887
 (173) 18,770
 (8,255)
Comprehensive income 103,341
 45,622
 347,946
 54,479
Net income loss (income) attributable to noncontrolling interests 136
 1,474
 (234) 18,179
Other comprehensive (income) loss attributable to noncontrolling interests (210) 4
 (1,075) 303
Comprehensive income attributable to SLGOP $103,267
 $47,100
 $346,637
 $72,961
  Three Months Ended June 30, Six Months Ended June 30,
  2019
2018 2019 2018
Net income $173,741
 $115,899
 $226,510
 $229,722
Other comprehensive (loss) income:        
(Decrease) increase in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments (26,220) 3,977
 (47,105) 14,890
Increase (decrease) in unrealized value of marketable securities 572
 318
 1,341
 (8)
Other comprehensive (loss) income (25,648) 4,295
 (45,764) 14,882
Comprehensive income 148,093
 120,194
 180,746
 244,604
Net income attributable to noncontrolling interests 2,138
 (173) 1,900
 (371)
Other comprehensive loss (income) attributable to noncontrolling interests 1,258
 (245) 2,261
 (864)
Comprehensive income attributable to SLGOP $151,489
 $119,776
 $184,907
 $243,369




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




1516
Table of Contents


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






 SL Green Operating Partnership Unitholders     SL Green Operating Partnership Unitholders    
   Partners' Interest         Partners' Interest      
 
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income		 Noncontrolling
Interests		 Total 
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income (Loss)		 Noncontrolling
Interests		 Total
Balance at December 31, 2017 $221,932
 92,803
 $5,984,557
 $18,604
 $364,361
 $6,589,454
Cumulative adjustment upon adoption of ASC 610-20     570,524
     570,524
Balance at January 1, 2018 $221,932
 92,803
 $6,555,081
 $18,604
 $364,361
 $7,159,978
Balance at December 31, 2018 $221,932
 83,684
 $5,664,481
 $15,108
 $46,334
 $5,947,855
Net income     212,797
   371
 213,168
     47,530
   237
 47,767
Acquisition of subsidiary interest from noncontrolling interest           —
Other comprehensive income       14,018
 

 14,018
       (19,113) 

 (19,113)
Preferred distributions     (7,475)     (7,475)     (3,738)     (3,738)
DRSPP proceeds   1
 64
     64
   1
 47
     47
Conversion of common units   15
 1,560
     1,560
   5
 446
     446
Reallocation of noncontrolling interests in the operating partnership     (4,493)     (4,493)     (28,932)     (28,932)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (20) 8,090
     8,090
   (20) 4,835
     4,835
Repurchases of common stock   (7,133) (693,091)     (693,091)   (398) (34,243)     (34,243)
Contribution to consolidated joint venture interests         1,828
 1,828
         161
 161
Deconsolidation of partially owned entity         (314,596) (314,596)
Contributions - proceeds from stock options exercised   59
 5,637
     5,637
Cash distributions to noncontrolling interests         (724) (724)         (208) (208)
Cash distributions declared ($1.625 per common unit, none of which represented a return of capital for federal income tax purposes)     (141,908)     (141,908)
Balance at June 30, 2018 221,932
 85,725
 5,936,262
 32,622
 51,240
 6,242,056
Cash distributions declared ($0.85 per common unit, none of which represented a return of capital for federal income tax purposes)     (70,554)     (70,554)
Balance at March 31, 2019 $221,932
 83,272
 $5,579,872
 $(4,005) $46,524
 $5,844,323
Net income     91,947
   (136) 91,811
     164,840
   (2,138) 162,702
Acquisition of subsidiary interest from noncontrolling interest     (515)   (25,276) (25,791)
Other comprehensive income       3,677
   3,677
       (24,390)   (24,390)
Preferred distributions     (3,738)     (3,738)     (3,737)     (3,737)
DRSPP proceeds   —
 52
     52
   2
 216
     216
Conversion of common units   —
 —
     —
   


 


     —
Reallocation of noncontrolling interests in the operating partnership     11,941
     11,941
     14,904
     14,904
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   13
 4,634
     4,634
   3
 5,698
     5,698
Repurchases of common stock   (253) (25,236)     (25,236)   (867) (75,070)     (75,070)
Contribution to consolidated joint venture interests         3,072
 3,072
         50,532
 50,532
Deconsolidation of partially owned entity         (520) (520)
Contributions - proceeds from stock options exercised   109
 9,936
     9,936
Cash distributions to noncontrolling interests         (1,139) (1,139)         (63) (63)
Cash distributions declared ($0.8125 per common unit, none of which represented a return of capital for federal income tax purposes)     (69,371)     (69,371)
Balance at September 30, 2018 $221,932
 $85,594
 $5,956,427
 $36,299
 $52,517
 $6,267,175
Cash distributions declared ($0.85 per common unit, none of which represented a return of capital for federal income tax purposes)     (69,823)     (69,823)
Balance at June 30, 2019 $221,932
 82,410
 $5,616,385
 $(28,395) $69,579
 $5,879,501
   


1617
Table of Contents


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






 SL Green Operating Partnership Unitholders     SL Green Operating Partnership Unitholders    
   Partners' Interest         Partners' Interest      
 
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income		 Noncontrolling
Interests		 Total 
Series I
Preferred
Units
 
Common
Units
 
Common
Unitholders
 Accumulated
Other
Comprehensive Income (Loss)		 Noncontrolling
Interests		 Total
Balance at December 31, 2016 $221,932
 100,562
 $7,080,406
 $22,137
 $426,436
 $7,750,911
Balance at December 31, 2017 $221,932
 92,803
 $5,984,557
 $18,604
 $364,361
 $6,589,454
Cumulative adjustment upon adoption of ASC 610-20     570,524
     570,524
Balance at January 1, 2018 $221,932
 92,803
 $6,555,081
 $18,604
 $364,361
 $7,159,978
Net income     27,048
   (16,705) 10,343
     105,504
   198
 105,702
Other comprehensive income       (7,783)   (7,783)       9,969
   9,969
Preferred distributions     (7,475)     (7,475)     (3,738)     (3,738)
DRSPP proceeds   1
 111
     111
   1
 42
     42
Conversion of common units   122
 13,242
     13,242
   —
 —
     —
Reallocation of noncontrolling interests in the operating partnership     (12,712)     (12,712)     3,645
     3,645
Equity component of repurchased exchangeable senior notes     (18,824)     (18,824)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   (8) 13,544
     13,544
   (19) 3,102
     3,102
Repurchases of common stock   (2,448) (253,197)     (253,197)   (3,654) (354,744)     (354,744)
Contribution to consolidated joint venture interests         33,009
 33,009
         157
 157
Deconsolidation of partially owned entity         (30,203) (30,203)         (314,596) (314,596)
Contributions - proceeds from stock options exercised   138
 11,595
     11,595
   4
 729
     729
Cash distributions to noncontrolling interests         (609) (609)         (276) (276)
Cash distributions declared ($1.55 per common unit, none of which represented a return of capital for federal income tax purposes)     (154,312)     (154,312)
Balance at June 30, 2017 221,932
 98,367
 6,699,426
 14,354
 411,928
 7,347,640
Cash distributions declared ($0.8125 per common unit, none of which represented a return of capital for federal income tax purposes)     (72,341)     (72,341)
Balance at March 31, 2018 $221,932
 89,135
 $6,237,280
 $28,573
 $49,844
 $6,537,629
Net income     42,607
   (1,474) 41,133
     107,293
   173
 107,466
Other comprehensive income       (169)   (169)       4,049
   4,049
Preferred distributions     (3,738)     (3,738)     (3,737)     (3,737)
DRSPP proceeds   1
 74
     74
   —
 22
     22
Conversion of common units   20
 2,111
     2,111
   15
 1,560
     1,560
Reallocation of noncontrolling interests in the operating partnership     15,381
     15,381
     (8,138)     (8,138)
Equity component of repurchased exchangeable senior notes     (9,145)     (9,145)
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings   2
 6,511
     6,511
   (1) 4,988
     4,988
Repurchases of common stock   (952) (96,794)     (96,794)   (3,479) (338,347)     (338,347)
Contribution to consolidated joint venture interests         193
 193
         1,671
 1,671
Deconsolidation of partially owned entity           —
           —
Contributions - proceeds from stock options exercised   8
 695
     695
   55
 4,908
     4,908
Cash distributions to noncontrolling interests         (44,480) (44,480)         (448) (448)
Cash distributions declared ($0.775 per common unit, none of which represented a return of capital for federal income tax purposes)     (75,360)     (75,360)
Balance at September 30, 2017 $221,932
 $97,446
 $6,581,768
 $14,185
 $366,167
 $7,184,052
Cash distributions declared ($0.8125 per common unit, none of which represented a return of capital for federal income tax purposes)     (69,567)     (69,567)
Balance at June 30, 2018 $221,932
 85,725
 $5,936,262
 $32,622
 $51,240
 $6,242,056




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




1718
Table of Contents


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






Nine Months Ended September 30,Six Months Ended June 30,
2018
20172019
2018
Operating Activities      
Net income$329,176
 $62,734
$226,510
 $229,722
Adjustments to reconcile net income to net cash provided by operating activities:
  
  
Depreciation and amortization217,762
 331,117
143,258
 144,385
Equity in net income from unconsolidated joint ventures(9,709) (14,104)
Equity in net loss (income) from unconsolidated joint ventures12,780
 (8,738)
Distributions of cumulative earnings from unconsolidated joint ventures10,174
 19,609
566
 9,889
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate(136,522) (16,166)(76,181) (65,585)
Purchase price and other fair value adjustments(57,385) —
(65,590) (60,442)
Depreciable real estate reserves6,691
 85,336
(Gain) loss on sale of real estate, net(6,227) 3,256
Loan loss reserves and other investment reserves, net of recoveries1,087
 —
Gain on sale of investments in marketable securities—
 (3,262)
Loss on early extinguishment of debt2,194
 —
Loss (gain) on sale of real estate, net1,049
 (8,731)
Deferred rents receivable(11,328) (33,523)(5,674) (4,369)
Other non-cash adjustments8,907
 21,224
5,431
 9,404
Changes in operating assets and liabilities:
  
  
Tenant and other receivables3,186
 (2,318)(1,109) (397)
Related party receivables5,186
 (8,238)4,481
 (1,116)
Deferred lease costs(31,828) (31,479)(32,183) (17,469)
Other assets(52,172) (58,068)(295) (4,329)
Accounts payable, accrued expenses, other liabilities and security deposits20,715
 773
5,299
 22,867
Deferred revenue and land leases payable17,638
 55,361
(427) 1,121
Net cash provided by operating activities317,545
 412,252
217,915
 246,212
Investing Activities
  
  
Acquisitions of real estate property(40,279) (25,114)(262,343) (9,733)
Additions to land, buildings and improvements(163,750) (251,906)(93,013) (96,577)
Acquisition deposits and deferred purchase price(228) (1,520)
Investments in unconsolidated joint ventures(298,836) (112,697)(97,447) (254,305)
Distributions in excess of cumulative earnings from unconsolidated joint ventures208,724
 279,478
45,241
 178,892
Net proceeds from disposition of real estate/joint venture interest892,350
 160,649
138,526
 760,335
Proceeds from sale or redemption of marketable securities—
 55,129
Other investments991
 46,955
(1,056) (22,790)
Origination of debt and preferred equity investments(652,309) (935,724)(523,476) (603,575)
Repayments or redemption of debt and preferred equity investments553,341
 707,676
327,392
 317,337
Net cash provided by (used in) investing activities500,232
 (75,554)
Net cash (used in) provided by investing activities(466,404) 268,064
      


1819
Table of Contents


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




Nine Months Ended September 30,Six Months Ended June 30,
2018
20172019
2018
Financing Activities      
Proceeds from mortgages and other loans payable$339,125
 $779,650
$427,352
 $210,575
Repayments of mortgages and other loans payable(351,080) (706,056)(43,630) (22,864)
Proceeds from revolving credit facility and senior unsecured notes2,205,000
 1,447,800
940,000
 1,475,000
Repayments of revolving credit facility and senior unsecured notes(2,000,000) (1,270,804)(770,000) (1,155,000)
Proceeds from stock options exercised and DRIP issuance15,689
 12,475
Proceeds from stock options exercised and DRSPP issuance263
 5,701
Repurchase of common stock(760,073) (349,991)(109,313) (724,696)
Redemption of preferred stock(350) (125)
Redemption of preferred units(15,142) (350)
Redemption of OP units(15,851) —
Distributions to noncontrolling interests in other partnerships(1,863) (45,089)(271) (724)
Contributions from noncontrolling interests in other partnerships4,900
 33,202
2,469
 1,828
Acquisition of subsidiary interest from noncontrolling interest(25,791) —
Distributions paid on common and preferred units(248,476) (262,340)(161,813) (168,411)
Other obligations related to loan participations(3,842) 16,737
—
 (3)
Tax withholdings related to restricted share awards16

(3,879)(3,126)
(3,842)
Deferred loan costs and capitalized lease obligation(8,257) (8,993)(14,624) (1,536)
Net cash used in financing activities(809,211) (357,413)
Net increase (decrease) in cash, cash equivalents, and restricted cash8,566
 (20,715)
Net cash provided by (used in) financing activities210,523
 (384,322)
Net (decrease) increase in cash, cash equivalents, and restricted cash(37,966) 129,954
Cash, cash equivalents, and restricted cash at beginning of year250,026
 369,967
279,113
 250,026
Cash, cash equivalents, and restricted cash at end of period$258,592
 $349,252
$241,147
 $379,980
      
Supplemental Disclosure of Non-Cash Investing and Financing Activities:      
Issuance of units in the Operating Partnership$—
 $23,273
$—
 $15,448
Conversion of units in the Operating Partnership for common stock1,560
 15,352
446
 1,560
Redemption of units in the Operating Partnership for the sale of a joint venture10,445
 —
Derivative instruments at fair value—
 6,937
Tenant improvements and capital expenditures payable16,246
 8,926
9,021
 16,534
Fair value adjustment to noncontrolling interest in Operating Partnership7,448
 2,669
43,835
 4,493
Deconsolidation of subsidiaries298,391
 328,643
—
 298,403
Transfer of assets related to assets held for sale734,008
 273,455
—
 593,995
Transfer of liabilities related to assets held for sale310,496
 1,290
—
 265,538
Removal of fully depreciated commercial real estate properties115,320
 11,158
5,728
 110,594
Contribution to consolidated joint venture by noncontrolling interest48,223
 —
Share repurchase payable—
 31,605
Recognition of right of use assets and related lease liabilities389,120
 —


The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial positionconsolidated balance sheets that sum to the total of the same such amounts shown in the statementconsolidated statements of cash flows.
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
Cash and cash equivalents$160,248
 $241,489
$148,978
 $287,240
Restricted cash98,344
 107,763
92,169
 92,740
Total cash, cash equivalents, and restricted cash$258,592
 $349,252
$241,147
 $379,980
    





20
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SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(unaudited, in thousands)






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


1921
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements
SeptemberJune 30, 20182019
(unaudited)


1. Organization and Basis of Presentation
SL Green Realty Corp., which is referred to as the Company or SL Green, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Operating Partnership received a contribution of interest in the real estate properties, as well as 95% of the economic interest in the management, leasing and construction companies which are referred to as the Service Corporation. All of the management, leasing and construction services that are provided to the properties that are wholly-owned by us and that are provided to certain joint ventures are conducted through SL Green Management LLC which is 100% owned by the Operating Partnership. The Company has qualified, and expects to qualify in the current fiscal year, as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As of SeptemberJune 30, 2018,2019, noncontrolling investors held, in the aggregate, a 5.10%4.91% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership. The Operating Partnership is considered a variable interest entity, or VIE, in which we are the primary beneficiary. See Note 11, "Noncontrolling Interests on the Company's Consolidated Financial Statements."
Reckson Associates Realty Corp., or Reckson, and Reckson Operating Partnership, L.P., or ROP, are wholly-owned subsidiaries of SL Green Realty Corp.
As of SeptemberJune 30, 2018,2019, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


 
 Consolidated Unconsolidated Total 
 
 Consolidated Unconsolidated Total 
Location Property
Type		 Number of Properties
Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) 
Weighted Average Occupancy(1) (unaudited)
 Property
Type		 Number of Properties
Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) 
Weighted Average Occupancy(1) (unaudited)
Commercial:Commercial: 


 
 
 
 
 
Commercial: 


 
 
 
 
 
Manhattan Office 21
(2)12,756,091
 10
 11,491,164
 31
 24,247,255
 94.5% Office 20

12,387,091
 10
 11,216,183
 30
 23,603,274
 93.8%

 Retail 5
(3)312,623
 9
 352,174
 14
 664,797
 98.4% Retail 7
(2)325,648
 7
 283,832
 14
 609,480
 98.9%

 Development/Redevelopment 7

308,945
 2
 347,000
 9
 655,945
 40.1% Development/Redevelopment 6

870,173
 1
 —
 7
 870,173
 78.6%

 Fee Interest —

—
 1
 —
 1
 —
 —% Fee Interest —

—
 1
 —
 1
 —
 —%

 
 33

13,377,659
 22
 12,190,338
 55
 25,567,997
 93.2% 
 33

13,582,912
 19
 11,500,015
 52
 25,082,927
 93.4%
Suburban Office 13

2,295,200
 —
 —
 13
 2,295,200
 91.6% Office 13

2,295,200
 —
 —
 13
 2,295,200
 90.0%

 Retail 1

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

52,000
 —
 —
 1
 52,000
 100.0%

 Development/Redevelopment 1

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

1,000
 —
 —
 1
 1,000
 —%

 
 15

2,348,200
 —
 —
 15
 2,348,200
 91.7% 
 15

2,348,200
 —
 —
 15
 2,348,200
 90.2%
Total commercial propertiesTotal commercial properties 48

15,725,859
 22
 12,190,338
 70
 27,916,197
 93.1%Total commercial properties 48

15,931,112
 19
 11,500,015
 67
 27,431,127
 93.1%
Residential: 
 


 
 
 
 
 
 
 


 
 
 
 
 
Manhattan Residential 4
(3)(4)511,097
 10
 2,156,751
 14
 2,667,848
 92.4% Residential 2
(2)445,105
 8
 1,663,774
 10
 2,108,879
 94.5%
Suburban Residential —

—
 —
 —
 —
 —
 —% Residential —

—
 —
 —
 —
 —
 —%
Total residential propertiesTotal residential properties 4

511,097
 10
 2,156,751
 14
 2,667,848
 92.4%Total residential properties 2

445,105
 8
 1,663,774
 10
 2,108,879
 94.5%
Total portfolioTotal portfolio 52

16,236,956
 32
 14,347,089
 84
 30,584,045
 93.0%Total portfolio 50

16,376,217
 27
 13,163,789
 77
 29,540,006
 93.2%
   
(1)The weighted average occupancy for commercial properties represents the total occupied square feetfootage divided by the total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by the total available units.
(2)Includes 2 Herald Square, which is under contract for sale of a joint venture interest and has been classified as held for sale as of September 30, 2018.
(3)As of SeptemberJune 30, 2018,2019, we owned a building at 315 West 33rd Street, also known as The Olivia, that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included this building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
(4)Includes the Upper East Side Residential Assemblage and 1231 Third Avenue, which are classified as held for sale at September 30, 2018.
As of SeptemberJune 30, 2018,2019, we also managed an approximately 336,000 square foot (unaudited)two office buildingbuildings owned by a third partyparties encompassing approximately 2.1 million square feet (unaudited), and held debt and preferred equity investments with a book value of $2.1$2.3 billion, including $0.1 billion of debt and preferred equity investments and other financing receivables that are included in balance sheet line items other than the Debt and Preferred Equity Investments line item.
Partnership Agreement
In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners. As the managing general partner of the Operating Partnership, we are required to take such reasonable efforts, as determined by us in our sole discretion, to cause the Operating Partnership to distribute sufficient amounts to enable the payment of sufficient dividends by us to minimize any Federal income or excise tax at the Company level. Under the Operating Partnership Agreement, each limited partner has the right to redeem units of limited partnership interests for cash, or if we so elect, shares of SL Green's common stock on a one-for-one basis.
Basis of Quarterly Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company and the Operating Partnership at SeptemberJune 30, 20182019 and the results of operations for the periods presented have been included. The operating results for the period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

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

2019. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 20172018 of the Company and the Operating Partnership.

23
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

The consolidated balance sheet at December 31, 20172018 has been derived from the audited financial statements as of that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. See Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures." All significant intercompany balances and transactions have been eliminated.
We consolidate a VIE in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
Investment in Commercial Real Estate Properties
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives, which generally range from three to 40 years. We amortize the amount allocated to the above- and below-market leases over the remaining term of the associated lease, which generally range from one to 14 years, and record it as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income. We amortize the amount allocated to the values associated with in-place leases over the expected term of the associated lease, which generally ranges from one to 14 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, we amortize such below-market lease value into rental income over the renewal period.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the lease grants an option to purchase the asset that we are reasonably certain to exercise, the lease term is for a major part of the remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. At lease commencement the Company records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the present value of the lease payments. If the rate implicit in the lease is known, the Company uses that rate. If the rate implicit in the lease is not known, the Company uses a discount rate reflective of the Company’s collateralized borrowing rate given the term of the lease. To determine the discount rate, the Company employs a third party specialist to develop a curve based primarily on the observable borrowing rates of the Company, other REITs, and other corporate borrowers with long-term borrowings. On the statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense. On the balance sheet, financing leases include the amounts previously captioned "Properties under capital lease." When applicable, the Company combines the consideration for lease and non-lease components in the calculation of the value of the lease obligation and right-of-use asset.
On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be other than temporarily impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell.sell and depreciation expense is no longer recorded.
We recognized $1.3 million and $5.5 million of rental revenue for the three and nine months ended September 30, 2018, respectively, and $4.6 million and $15.8 million for the three and nine months ended September 30, 2017, respectively, for the amortization of aggregate below-market leases in excess of above-market leases and a reduction in lease origination costs, resulting from the allocation of the purchase price of the applicable properties. For the three and nine months ended September 30, 2018 we recognized as a reduction to interest expense the amortization of above-market rate mortgages of $0.0 million and $0.0 million, respectively. For the three and nine months ended September 30, 2017 we recognized as a reduction to interest expense the amortization of above-market rate mortgages of $0.0 million and $0.8 million, respectively.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


We recognized $1.2 million and $2.4 million of rental revenue for the three and six months ended June 30, 2019, respectively, and $1.8 million and $4.2 million of rental revenue for the three and six months ended June 30, 2018, respectively, for the amortization of aggregate below-market leases in excess of above-market leases.
The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and intangible liabilities (acquired below-market leases) as of SeptemberJune 30, 20182019 and December 31, 20172018 (in thousands):
 June 30, 2019 December 31, 2018
Identified intangible assets (included in other assets):   
Gross amount$282,932
 $266,540
Accumulated amortization(247,418) (241,040)
Net(1)
$35,514
 $25,500
Identified intangible liabilities (included in deferred revenue):   
Gross amount$311,091
 $276,245
Accumulated amortization(258,222) (253,767)
Net(1)
$52,869
 $22,478
 September 30, 2018 December 31, 2017
Identified intangible assets (included in other assets):   
Gross amount$261,216
 $325,880
Accumulated amortization(239,479) (277,038)
Net(1)
$21,737
 $48,842
Identified intangible liabilities (included in deferred revenue):   
Gross amount$274,120
 $540,283
Accumulated amortization(251,895) (402,583)
Net(1)
$22,225
 $137,700


(1)
As of SeptemberJune 30, 20182019, and December 31, 2017, $0.2 million and $13.9 million, respectively, and $0.0 million and $4.1 million, respectively, of2018, no net intangible assets and no net intangible liabilities, were reclassified to assets held for sale and liabilities related to assets held for sale.
Fair Value Measurements
See Note 16, "Fair Value Measurements."
Investment in Marketable Securities
At acquisition, we designate a debt security as held-to-maturity, available-for-sale, or trading. As of SeptemberJune 30, 2018,2019, we did not have any debt securities designated as held-to-maturity or trading. We account for our available-for-sale debt securities at fair value pursuant to Accounting Standards Codification, or ASC, 820-10, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. The cost of marketable securities sold and the amount reclassified out of accumulated other comprehensive income into earnings is determined using the specific identification method. Any unrealized losses that are determined to be other-than-temporary are recognized in earnings up to their credit component.
The Company adopted ASU 2016-01 effective January 1, 2018 which required entities to measure investments in equity securities at fair value and recognize any changes in fair value in net income. Upon adoption we did not hold investments in equity securities and therefore did not record a cumulative-effect adjustment. We did not hold investments in equity securities as of SeptemberAt June 30, 2018.
The cost of bonds and marketable securities sold is determined using the specific identification method.
At September 30, 20182019 and December 31, 2017,2018, we held the following marketable securities (in thousands):
 June 30, 2019 December 31, 2018
Commercial mortgage-backed securities$29,978
 $28,638
Total marketable securities available-for-sale$29,978
 $28,638
 September 30, 2018 December 31, 2017
Commercial mortgage-backed securities$28,538
 $28,579
Total marketable securities available-for-sale$28,538
 $28,579

The cost basis of the commercial mortgage-backed securities was $27.5 million at both SeptemberJune 30, 20182019 and December 31, 2017.2018. These securities mature at various times through 2035. We held no equity marketable securities as of SeptemberJune 30, 20182019 and December 31, 2017.2018.
During the three and nine months ended SeptemberJune 30, 2018,2019 and the six months ended June 30, 2019, we did not dispose of any marketable securities. During the three months ended SeptemberJune 30, 2017, we disposed of marketable securities for aggregate net proceeds of $0.8 million. During2018 and the ninesix months ended SeptemberJune 30, 2017,2018, we disposeddid not dispose of any marketable securities for aggregate net proceeds of $55.2 million and realized a gain of $3.3 million, which is included in gain on sale of investment in marketable securities on the consolidated statements of operations.securities.
Investments in Unconsolidated Joint Ventures
We assess our investments in unconsolidated joint ventures for recoverability and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on the joint ventures' projected discounted cash flows. We do not believe that the values of any of our equity investments were impaired at SeptemberJune 30, 2018.2019.

Deferred Lease Costs
Deferred lease costs consist of incremental fees and direct costs that would not have been incurred if the lease had not been obtained and are amortized on a straight-line basis over the related lease term.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


ReserveLease Classification
Lease classification for Possible Credit Lossesleases under which the Company is the lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also trigger sales-type lease classification. Leases would qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the leased space is substantially ready for its intended use.
To determine whether the leased space is substantially ready for its intended use, management evaluates whether we are or the tenant is the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
When management concludes that we are the owner of tenant improvements for accounting purposes, we record amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, we record amounts reimbursed by tenants as a reduction of the capital asset. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, we record our contribution towards those improvements as a lease incentive, which is included in deferred costs, net on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the lease.
The reserveexcess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay variable rent which represents their pro rata share of increases in real estate taxes and operating expenses for possiblethe building over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.
Rental revenue is recognized if collectability is probable. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance, general security or snow removal. We have elected to combine the nonlease components with the lease components of our operating lease agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain on sale of real estate assets when we no longer hold a controlling financial interest in the entity holding the real estate, a contract exists with a third party and that third party has control of the assets acquired.
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments and when, in the opinion of management, it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

subject to management's determination that accrued interest is ultimately collectible, based on the underlying collateral and operations of the borrower. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to interest income over the terms of the related investments using the effective interest method. Fees received in connection with loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount. For debt investments acquired at a discount for credit lossesquality, the difference between contractual cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are also recognized over the term of the loan as an adjustment to yield.
Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition on any non-accrual debt or preferred equity investment is resumed when such non-accrual debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed. Interest is recorded as income on impaired loans only to the extent cash is received.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Allowance for Loan Loss and Other Investment Reserves
The expense for loan loss and other investment reserves in connection with debt and preferred equity investments is the charge to earnings to increaseadjust the allowance for possible credit losses to the level that we estimate to be adequate, based on Level 3 data, considering delinquencies, loss experience and collateral quality. Other factors considered include geographic trends, product diversification,
The Company evaluates debt and preferred equity investments that are classified as held to maturity for possible impairment or credit deterioration associated with the sizeperformance and/or value of the portfoliounderlying collateral property as well as the financial and current economic conditions.operating capability of the borrower/sponsor. Quarterly, the Company assigns each loan a risk rating. Based upon these factors, we establishon a provision3-point scale, loans are rated “1” through “3,” from less risk to greater risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 - Watch List Assets - Higher potential for possible credit loss, on each individual investment. 3 - High Risk Assets - Loss more likely than not.
When it is probable that we will be unable to collect all amounts contractually due, the investment is considered impaired.
Where impairment is indicated on an investment that is held to maturity, a A valuation allowance is measured based upon the excess of the recorded investment amount over the fair value of the collateral. Any deficiency between the carrying amount of an asset and the calculated value of the collateral is charged to expense. We continue to assess or adjust our estimates based on circumstances of a loan and the underlying collateral. If additional information reflects increased recovery of our investment, we will adjust our reserves accordingly. We recorded loan losses of $1.1 million and $1.1 million during the three and nine months ended September 30, 2018, respectively, related to the repayment of an investment pursuant to the sale of a property. No loan losses were recorded during the three and nine months ended September 30, 2017, respectively.
Debt and preferred equity investments that are classified as held for sale are carried at the lower of cost or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its net carrying value to debt and preferred equity investments held to maturity. For these reclassified investments, the difference between the current carrying value and the expected cash to be collected at maturity will be accreted into income over the remaining term of the investment.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

Income Taxes
SL Green is taxed as a REIT under Section 856(c) of the Code. As a REIT, SL Green generally is not subject to Federal income tax. To maintain its qualification as a REIT, SL Green must distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. If SL Green fails to qualify as a REIT in any taxable year, SL Green will be subject to Federal income tax on its taxable income at regular corporate rates. SL Green may also be subject to certain state, local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable income.
The Operating Partnership is a partnership and, as a result, all income and losses of the partnership are allocated to the partners for inclusion in their respective income tax returns. The only provision for income taxes included in the consolidated statements of operations relates to the Operating Partnership’s consolidated taxable REIT subsidiaries. The Operating Partnership may also be subject to certain state, local and franchise taxes.
Pursuant to amendments to the Code that became effective January 1, 2001, weWe have elected, and may elect in the future, to treat certain of our existing or newly created corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in Federal and state income tax liability for these entities.
During the three and ninesix months ended SeptemberJune 30, 2019, we recorded Federal, state and local tax provisions of $0.7 million and $1.5 million, respectively. During the three and six months ended June 30, 2018, we recorded Federal, state and local tax provisions of $0.3$1.1 million and $2.0$1.6 million, respectively.
We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is more-likely-than-not to be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.
On December 22, 2017, the Tax Cuts and Jobs Act (the ‘‘Tax Act’’) was signed into law and makes substantial changes to the Code. Many of the provisions of the Tax Act will require guidance through the issuance of Treasury regulations in order to assess their effect. The Tax Act hasdid not hadhave a material impact on our financial statements for the three and nine months ended September 30, 2018.statements.

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

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

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in the New York metropolitan area. See Note 5, "Debt and Preferred Equity Investments."
We perform ongoing credit evaluations of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost revenue and the costs associated with re-tenanting a space. The properties in our real estate portfolio are located in the New York metropolitan area. The tenants located in our buildings operate in various industries. Other than one tenant, Credit Suisse Securities (USA), Inc., who accounts for 8.1%8.3% of our share of annualized cash rent, no other tenant in our portfolio accounted for more than 5.0% of our share of annualized cash rent, including our share of joint venture annualized rent, at SeptemberJune 30, 2018. 2019.
For the three months ended SeptemberJune 30, 2018, 7.2%, 6.4%, 6.2%, 5.8% and 5.6%2019, the following properties contributed more than 5.0% of our annualized cash rent, was attributable to 11 Madison Avenue, 420 Lexington Avenue, 1185 Avenueincluding our share of the Americas, 1515 Broadway, and One Madison Avenue, respectively. joint venture annualized cash rent:
PropertyThree months ended June 30, 2019
1185 Avenue of the Americas7.2%
11 Madison Avenue7.1%
420 Lexington Avenue6.4%
1515 Broadway5.9%
One Madison Avenue5.8%

Annualized cash rent for each of our other consolidated properties was below 5.0%.
Reclassification
Certain prior year balances have been reclassified to conform to our current year presentation.
Accounting Standards Updates
In August 2018, The Securities and Exchange Commission adopted a final rule that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in its requirements, generally accepted accounting principles, or changes in the business environment. The commission also referred certain disclosure requirements to the Financial Accounting Standards Board for potential incorporation into generally accepted accounting principles. The rule is effective for filings after November 5, 2018. The Company assessed the impact of this rule and determined that the changes resulted in clarification or expansion of existing requirements. The Company early adopted the rule upon publication to the federal register on October 5, 2018 and it did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued Accounting Standard Update, (ASU)or ASU, No. 2018-15, Intangibles - Goodwill and Other- Internal-Use Software (Topic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The amendments provide guidance on accounting for fees paid when the arrangement includes a software license and align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs to develop or obtain internal-use software. The guidance will beis effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company has not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This amendment removed, modified and added the disclosure requirements under Topic 820. The changes are effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted for the removed or modified disclosures with adoption of the additional disclosures upon the effective date. The Company has not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.
In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This amendment provides additional guidance related to share-based payment transactions for acquiring goods or services from nonemployees. The guidance will be effective for the Company for fiscal years beginning after December 15, 2018, including the interim periods within that fiscal year. The Company has not yet adopted this new guidance and does not expect it to have a material impact on the Company’s consolidated financial statements when the new standard is implemented.

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

In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments- Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. These amendments provide additional guidance related to equity securities without a readily determinable fair value, forward contracts and options purchased on those equity securities and fair value option liabilities. The Company adopted the guidance on JulyJanuary 1, 2018,2019 and it did not have a material impact on the Company’s consolidated financial statements.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities, andActivities; in July 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.Purposes; and in May 2019, issued ASU No. 2019-05, Codification Improvements. The amendments in the new standards will permit more flexibility in hedging interest rate risk for both variable rate and fixed rate financial instruments. The standards will also enhance the presentation of hedge results in the financial statements. The guidance is effective for fiscal

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

years beginning after December 15, 2018. Early adoption is permitted. The Company hasadopted this guidance on January 1, 2019, and it did not yet adopted the guidance, and does not expecthave a material impact on the Company’s consolidated financial statements when the new standards are implemented.
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting. The guidance clarifies the changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in Topic 718. The Company adopted the guidance on January 1, 2018 and it had no impact on the Company's consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. As a result, entities will no longer present transfers between these items on the statement of cash flows. The Company adopted the guidance on January 1, 2018 and has included the changes in restricted cash when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.Instruments; in November 2018 issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in April and May 2019, issued ASU No. 2019-04 and 2019-05, which provide codification improvements and targeted transition relief. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted after December 15, 2018. The Company’s DPE portfolio and financing lease assets will be subject to this guidance once the Company has not yet adoptedadopts it. ASU No. 2018-19 excludes operating lease receivables from the scope of this new guidance and is currently evaluatingguidance. The Company continues to evaluate the impact of adopting this new accounting standard on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases, and inLeases. In July 2018, the FASB issued ASU No. 2018-10 - Codification Improvements to Topic 842, Leases, and ASU No. 2018-11 Leases (Topic 842):- Targeted Improvements. This guidance requires lessees to recognize lease assets and lease liabilities for those leases classified as operating leases underIn December 2018, the previous standard. Depending on the lease classification, lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by a lessor, inclusive of the effect of a practical expedient offered inFASB issued ASU No. 2018-11 that allows lessors to not separate non-lease components from the related lease components under certain conditions, which the2018-20 - Narrow-Scope Improvements for Lessors and in March 2019 issued ASU No. 2019-01 - Codification Improvements. The Company expects most of its leases to qualify for and to adopt, is largely unchanged from that applied under the previous standard. However, the Company will applyadopted this guidance to the ground leases under which the Company is lessee. The Company is required to record a liability for the obligation to make payments under the lease and an asset for the right to use the underlying asset during the lease term and will also apply the new expense recognition requirements given the lease classification. While the Company is continuing to assess all potential impacts of the standard, we expect total liabilities and total assets to increase by $0.4 to $0.5 billion as of the date of adoption. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt this guidanceon January 1, 2019 and will applyusing the modified retrospective approach which allows the Company to apply the guidance for the current year presentation and anticipates electingnot adjust the prior year numbers. The Company elected the package of practical expedients that allows an entity to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases.
In January 2016, The new guidance applies to the FASB issued ASU 2016-01 (Subtopic 825-10), Recognitionground leases under which the Company is a lessee. The Company has recognized a new asset and Measurementliability - “Right of Financial Assetsuse asset - operating leases” and Financial Liabilities. The guidance requires entities to measure equity investments that do not result in consolidation and are not accounted“Lease liability - operating leases” - for those leases classified as operating leases under the equity method at fair value through earnings,previous standard. The Company will continue to record changes in instrument-specific credit riskrecognize expense on a straight-line basis for financial liabilities measuredthese operating leases. The ground leases that the Company historically reported as “Properties under the fair value option in other comprehensive income,capital leases” and “Capitalized lease obligations” are now labeled “Right of use the exit price notion when measuring an instrument’s fair value for disclosureasset - financing leases” and to separately present financial assets and liabilities by measurement category and form“Lease liability - financing leases”. The expense recognition of instrument on the balance sheet or in the notes to the financial statements.these leases has not changed. The Company adopted the guidance effective January 1, 2018,practical expedient offered in ASU No. 2018-11 that allows lessors to not separate non-lease components from the related lease components under certain conditions. In doing so, the Company has collapsed the line “Escalation and it had no impact onreimbursement revenues” into the Company’s consolidated financial statements.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes“Rental revenue, net” line to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

In May 2014, the FASB issued a new comprehensive revenue recognition guidance which requires us to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services (ASU 2014-09). The FASB also issued implementation guidance in March 2016, April 2016 and May 2016 - ASU’s 2016-08, 2016-10 and 2016-12, respectively.reflect adopting this practical expedient. The Company adopted this guidance on January 1, 2018. Sincealso collapsed the Company’s revenue is relatedprior year balances to leasing activities,conform to the adoption of this guidance did not have a material impact on the consolidated financial statements. The new guidance is applicable to service contracts with joint ventures for which the Company earns property management fees, leasing commissions and development and construction fees. The adoption of this new guidance did not change the accounting for these fees as the pattern of recognition of revenue does not change with the new guidance. We will continue to recognize revenue over time on these contracts because the customer simultaneously receives and consumes the benefits provided by our performance.
In February 2017, the FASB issued ASU No. 2017-05 to clarify the scope of asset derecognition guidance in Subtopic 610-20, which also provided guidance on accounting for partial sales of nonfinancial assets.  Subtopic 610-20 was issued in May 2014 as part of ASU 2014-09.  The Company adopted this guidance on January 1, 2018, and applied the modified retrospective approach. The Company elected to adopt the practical expedient under ASC 606, Revenue from Contracts with Customers, which allows an entity to apply the guidance only to contracts with non-customers that are open based on ASU 360-20, Real Estate Sales, (i.e. failed sales) as of the adoption date.   The Company had one open contract in 2017 with a non-customer that was evaluated under ASC 610-20.  The Company entered into an agreement to sell a portion of their interest in an entity that held a controlling interest in the property at 1515 Broadway.  Upon execution of the agreement in 2017, the transaction was evaluated under ASC 360-20, Real Estate Sales, and did not meet the criteria for sale accounting.  Upon adoption of ASC 606, this contract met the criteria for sale accounting under ASC 610-20. Through the sale,current year presentation. For future leases, the Company no longer retains a controlling interest,capitalizes internal leasing costs that are not incremental as defined in ASC 810, Consolidation,under the new guidance. The Company has recorded additional expense of approximately $2.2 million and $4.4 million related to this change for the impact of this adjustment is a gain of $0.6 billion from the sale of the partial interestthree and related step-up in basis to fair value of the non-controlling interest retained. This was recorded in the first quarter of 2018 as an adjustment to beginning retained earnings.six months ended June 30, 2019, respectively.
3. Property Acquisitions
The following table summarizes the properties acquired during the ninesix months ended SeptemberJune 30, 2018:2019:
Property Acquisition Date Property Type Approximate Square Feet 
Acquisition Price
(in millions)
2 Herald Square(1)
 May 2018 Leasehold Interest 369,000
 $266.0
1231 Third Avenue(2)
 July 2018 Fee Interest 39,000
 55.4
Upper East Side Residential(3)
 August 2018 Fee Interest 0.2 acres 30.2
Property Acquisition Date Property Type Approximate Square Feet 
Gross Asset Valuation
(in millions)
106 Spring Street(1)
 April 2019 Fee Interest 5,928 $80.2
460 West 34th Street(2)
 May 2019 Fee Interest 638,000 440.0
110 Greene Street(3)
 May 2019 Fee Interest 223,600 256.5
(1)In May 2018, the Company was the successful bidder for the leasehold interest in 2 Herald Square, at the foreclosure of the asset. In April and May 2017, the Company had purchased, at par, loans in maturity default, which were secured by the leasehold interest in 2 Herald Square. At the time the loans were purchased, the Company expected to collect all contractually required payments, including interest. In August 2017, the Company determined that it was probable that the loans would not be repaid in full and therefore, the loans were put on non-accrual status. No impairment was recorded as the Company believed that the fair value of the leasehold exceeded the carrying amount of the loans. In May 2018, the Company was the successful bidder at the foreclosure of the asset. We recorded the assets acquired and liabilities assumed at fair value. This resulted in the recognition of a fair value adjustment of $8.1 million, which is reflected in the Company's consolidated statement of operations within purchase price and other fair value adjustments. See Note 16, "Fair Value Measurements."
(2)In July 2018,2019, the Company accepted an assignment of the equity interests in the property in lieu of repayment of the Company's debt investment, and marked the assets received and liabilities assumed to fair value.
(2)In May 2019, the Company closed on the acquisition of a majority and controlling 70.87% interest in 460 West 34th Street. We recorded the assets acquired and liabilities assumed at fair value which resulted in the recognition of a fair value adjustment of $67.6 million, which is reflected in the Company's consolidated statement of operations within purchase price and other fair value adjustments, and $18.3 million of net intangible lease liabilities.
(3)In August 2018,May 2019, the Company acquired from our joint venture partner the feeremaining 10% interest in three additional land parcels atthis property that the Upper East Side Residential Assemblage.Company did not already own.
In September 2018, the Company entered into an agreement to sell the fee interests in 1231 Third Avenue and the Upper East Side Residential Assemblage, resulting in the properties being classified as held for sale as of September 30, 2018. The Company closed on this sale in October 2018. See Note 4, "Properties Held for Sale and Property Dispositions."
4. Properties Held for Sale and Property Dispositions
Properties Held for Sale
During the three months ended September 30, 2018, we entered into an agreement to sell the Upper East Side Residential Assemblage and 1231 Third Avenue in Manhattan for a gross sales price of $143.8 million. We closed on the sale of the Upper East Side Residential Assemblage and 1231 Third Avenue in October 2018.
As of SeptemberJune 30, 2018, 2 Herald Square, the Upper East Side Residential Assemblage, and 1231 Third Avenue2019, no properties were classified as held for sale. We closed on
Property Dispositions
During the sale of the Upper East Side Residential Assemblage and 1231 Third Avenue in Octobersix months ended June 30, 2019, we did not sell any properties to a third party.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)

2018. During the third quarter of 2018, the Company recorded a charge of $6.7 million in connection with the reclassification of the Upper East Side Residential Assemblage to held for sale. This charge is included in depreciable real estate reserves in the consolidated statement of operations.
Property Dispositions
The following table summarizes the properties sold during the nine months ended September 30, 2018:
Property Disposition Date Property Type Approximate Square Feet 
Sales Price(1)
(in millions)
 
Gain (loss)(2)
(in millions)
600 Lexington Avenue January 2018 Fee Interest 303,515
 $305.0
 $23.8
115-117 Stevens Avenue May 2018 Fee Interest 178,000
 12.0
 (0.7)
635 Madison Avenue June 2018 Fee Interest 176,530
 153.0
 (14.1)
1-6 International Drive July 2018 Fee Interest 540,000
 55.0
 (2.6)
(1)Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
(2)The gain on sale for 600 Lexington Avenue is net of $1.3 million in employee compensation accrued in connection with the realization of this investment gain. Additionally, gain (loss) amounts do not include adjustments for expenses recorded in subsequent periods.

5. Debt and Preferred Equity Investments
Below is a summary of the activity relating to our debt and preferred equity investments for the ninesix months ended SeptemberJune 30, 20182019 and the twelve months ended December 31, 20172018 (in thousands):
September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
Balance at beginning of period (1)
$2,114,041
 $1,640,412
Balance at beginning of year (1)
$2,099,393
 $2,114,041
Debt investment originations/accretion (2)
664,961
 1,142,591
535,697
 834,304
Preferred equity investment originations/accretion (2)
6,305
 144,456
7,223
 151,704
Redemptions/sales/syndications/amortization (3)
(808,250) (813,418)(417,401) (994,906)
Net change in loan loss reserves4,000
 (5,750)
Balance at end of period (1)
$1,977,057
 $2,114,041
$2,228,912
 $2,099,393
(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, but did not meet the conditions for sale accounting, are included in other assets and other liabilities on the consolidated balance sheets.
The following table is a rollforward of our total loan loss reserves for the six months ended June 30, 2019 and the twelve months ended December 31, 2018 (in thousands):
 June 30, 2019 December 31, 2018
Balance at beginning of year$5,750
 $—
Expensed—
 6,839
Recoveries—
 —
Charge-offs and reclassifications(4,000) (1,089)
Balance at end of period$1,750
 $5,750

At June 30, 2019, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments, with the exception of two mezzanine loans which are in maturity default as discussed in subnote 6 of the Debt Investments table below. At December 31, 2018, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments. At June 30, 2019, the Company's loan loss reserves of $1.8 million were attributable to one investment with an unpaid principal balance of $145.1 million that is being marketed for sale, but is otherwise performing in accordance with its respective terms, and was not put on nonaccrual.
We have determined that we have one portfolio segment of financing receivables at June 30, 2019 and December 31, 2018 comprising commercial real estate which is primarily recorded in debt and preferred equity investments. Included in other assets is an additional amount of financing receivables totaling $87.2 million and $88.8 million at June 30, 2019 and December 31, 2018, respectively. No financing receivables were 90 days past due at June 30, 2019 and December 31, 2018 with the exception of a $28.4 million financing receivable which was put on nonaccrual in August 2018 as a result of interest default. The loan was evaluated in accordance with our loan review procedures and the Company concluded that the fair value of the collateral exceeded the carrying amount of the loan.
As of SeptemberJune 30, 20182019, management estimated the weighted average risk rating for our debt and preferred equity investments to be 1.3.
Debt Investments
As of June 30, 2019 and December 31, 2017,2018, we held the following debt investments with an aggregate weighted average current yield of 8.92%9.00% at SeptemberJune 30, 2018 (in2019 (dollars in thousands):
Loan Type September 30, 2018
Future Funding
Obligations		 September 30, 2018 Senior
Financing		 
September 30, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
Fixed Rate Investments:          
Mezzanine Loan(3a)
 $—
 $1,160,000
 $210,832
 $204,005
 March 2020
Mezzanine Loan —
 15,000
 3,500
 3,500
 September 2021
Mezzanine Loan —
 147,000
 24,927
 24,913
 April 2022
Mezzanine Loan —
 280,000
 36,069
 34,600
 August 2022
Mezzanine Loan —
 83,689
 12,704
 12,699
 November 2023
Mezzanine Loan(3b)
 —
 115,000
 12,939
 12,932
 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
 55,250
 June 2027
Mortgage/Jr. Mortgage Loan(4)
 —
 —
 —
 250,464
  
Mortgage Loan(5)(6)
 —
 —
 —
 26,366
  
Loan Type June 30, 2019
Future Funding
Obligations		 June 30, 2019 Senior
Financing		 
June 30, 2019
Carrying Value (1)
 
December 31, 2018
Carrying Value (1)
 
Maturity
Date (2)
Fixed Rate Investments:          
Mezzanine Loan(3a)
 $—
 $1,160,000
 $217,891
 $213,185
 March 2020


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


Loan Type September 30, 2018
Future Funding
Obligations		 September 30, 2018 Senior
Financing		 
September 30, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
Mortgage Loan(7)
 —
 —
 —
 239
  
Total fixed rate $—
 $3,893,189
 $401,221
 $669,968
  
Floating Rate Investments:          
Mezzanine Loan(8)
 —
 20,523
 10,977
 10,934
 August 2018
Mezzanine Loan(9)
 2,325
 45,025
 35,168
 34,879
 October 2018
Mezzanine Loan(3c)
 —
 150,000
 15,368
 15,381
 December 2018
Mezzanine Loan(3d)
 —
 —
 14,856
 14,869
 December 2018
Mezzanine Loan —
 33,000
 26,987
 26,927
 December 2018
Mezzanine Loan 3,607
 30,438
 10,403
 8,550
 January 2019
Mezzanine Loan(3e)(10)
 795
 —
 15,150
 15,148
 March 2019
Mezzanine Loan —
 38,000
 21,977
 21,939
 March 2019
Mezzanine Loan(11)
 —
 40,000
 19,972
 19,982
 April 2019
Mezzanine Loan(11)
 —
 37,891
 18,380
 34,947
 April 2019
Mezzanine Loan —
 175,000
 37,404
 37,250
 April 2019
Mezzanine Loan —
 265,000
 24,928
 24,830
 April 2019
Mortgage/Jr. Mortgage Participation Loan 17,186
 228,516
 82,517
 71,832
 August 2019
Mortgage/Mezzanine Loan(12)
 —
 —
 19,999
 19,940
 August 2019
Mezzanine Loan(13)
 —
 65,000
 14,998
 14,955
 August 2019
Mortgage/Mezzanine Loan 5,905
 —
 180,339
 143,919
 September 2019
Mezzanine Loan —
 350,000
 34,847
 34,737
 October 2019
Mortgage/Mezzanine Loan 387
 —
 39,338
 —
 December 2019
Mortgage/Mezzanine Loan 13,048
 —
 56,624
 43,845
 January 2020
Mezzanine Loan 812
 574,120
 78,841
 75,834
 January 2020
Mortgage Loan 13,579
 —
 86,058
 —
 February 2020
Mezzanine Loan 2,944
 312,310
 51,669
 —
 March 2020
Mortgage/Mezzanine Loan 27,776
 —
 288,811
 —
 April 2020
Mezzanine Loan 6,095
 36,786
 12,141
 11,259
 July 2020
Mezzanine Loan 41,309
 355,148
 85,955
 75,428
 November 2020
Mortgage and Mezzanine Loan 35,631
 —
 96,185
 88,989
 December 2020
Mortgage and Mezzanine Loan —

—

35,236

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

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

Loan Type June 30, 2019
Future Funding
Obligations		 June 30, 2019 Senior
Financing		 
June 30, 2019
Carrying Value (1)
 
December 31, 2018
Carrying Value (1)
 
Maturity
Date (2)
Mezzanine Loan —
 15,000
 3,500
 3,500
 September 2021
Mezzanine Loan —
 147,000
 24,941
 24,932
 April 2022
Mezzanine Loan —
 280,000
 37,630
 36,585
 August 2022
Mezzanine Loan —
 319,551
 206,572
 —
 June 2023
Mezzanine Loan —
 84,609
 12,710
 12,706
 November 2023
Mezzanine Loan —
 180,000
 30,000
 30,000
 December 2023
Mezzanine Loan(3b)
 —
 115,000
 12,945
 12,941
 June 2024
Mezzanine Loan —
 95,000
 30,000
 30,000
 January 2025
Mezzanine Loan —
 1,712,750
 55,250
 55,250
 June 2027
Mezzanine Loan(4)
 —
 —
 —
 11,000
  
Total fixed rate $—
 $4,108,910
 $631,439
 $430,099
  
Floating Rate Investments:          
Mezzanine Loan(5)(6)
 —
 142,000
 30,000
 15,333
 May 2019
Mezzanine Loan(5)(6)
 —
 —
 29,000
 14,822
 May 2019
Mortgage/Jr. Mortgage Participation Loan 38,203
 239,507
 86,512
 84,012
 August 2019
Mortgage/Mezzanine Loan —
 —
 20,000
 19,999
 August 2019
Mortgage/Mezzanine Loan —
 —
 119,963
 154,070
 September 2019
Mezzanine Loan —
 350,000
 34,961
 34,886
 October 2019
Mortgage/Mezzanine Loan 13,237
 39,597
 91,904
 62,493
 January 2020
Mezzanine Loan 1
 579,997
 94,677
 79,164
 January 2020
Mortgage Loan 7,603
 —
 92,237
 88,501
 February 2020
Mortgage/Mezzanine Loan —
 —
 69,484
 —
 March 2020
Mezzanine Loan 387
 327,634
 54,427
 53,402
 March 2020
Mezzanine Loan(5)
 —
 40,000
 19,999
 19,986
 April 2020
Mortgage/Mezzanine Loan(7)
 —
 49,470
 19,321
 37,094
 June 2020
Mezzanine Loan 6,547
 42,174
 13,980
 12,627
 July 2020
Mortgage/Mezzanine Loan —
 64,147
 55,129
 83,449
 October 2020
Mezzanine Loan 32,295
 388,264
 95,360
 88,817
 November 2020
Mortgage and Mezzanine Loan 25,597
 —
 106,579
 98,804
 December 2020
Mortgage and Mezzanine Loan —
 —
 35,325
 35,266
 December 2020
Mortgage/Mezzanine Loan 35,358
 —
 193,664
 277,694
 April 2021
Mezzanine Loan 9,750
 275,000
 39,987
 24,961
 April 2021
Jr. Mortgage Participation/Mezzanine Loan —
 60,000
 15,681
 15,665
 July 2021
Mezzanine Loan 14,131
 147,221
 40,163
 —
 July 2021
Mezzanine Loan(7)
 —
 —
 —
 7,305
  
Mezzanine Loan(7)
 —
 —
 —
 14,998
  
Mezzanine Loan(7)
 —
 —
 —
 21,990
  
Mezzanine Loan(8)
 —
 —
 —
 37,499
  
Total floating rate $183,109
 $2,745,011
 $1,358,353
 $1,382,837
  
Total $183,109
 $6,853,921
 $1,989,792
 $1,812,936
  
(1)Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
(2)Represents contractual maturity, excluding any unexercised extension options.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

(3)Carrying value is net of the following amounts that were sold or syndicated, which are included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a) $1.3 million and (b) $12.0 million, (c) $14.6 million, (d) $14.1 million, and (e) $5.1 million.
(4)These loans were purchased at parThis loan was sold 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 believed that the fair value of the property exceeded the carrying amount of the loans. In May 2018, the Company was the successful bidder at the foreclosure of the asset, at which time the loans were credited to our equity investment in the property.2019.
(5)In September 2014, we acquired a $26.4 million mortgageThis 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 has been a nonperforming loan since acquisition, is currently on non-accrual status and has no carrying value.was extended in 2019.
(6)This loan is in maturity default. No impairment was repaid in August 2018.recorded as the Company believes it is probable that we will collect all contractual interest and principal payments.
(7)This loan was repaid in September 2018.2019.
(8)In October 2018, the Company accepted an assignment of the equity interests in the property in lieu of repayment of the loan, and marked the assets received and liabilities assumed to fair value.
(9)This loan was extended in October 2018.
(10)This loan was extended in March 2018.
(11)This loan was extended in April 2018.
(12)This loan was extended in August 2018.
(13)This loan was extended in July 2018.
(14)This loan was repaid in February 2018.
(15)This loan was sold in May 2018.
(16)In July 2018,2019, the Company accepted an assignment of the equity interests in the property in lieu of repayment, and marked the assets received and liabilities assumed to fair value.
(17)This loan was repaid in July 2018.


Preferred Equity Investments
As of SeptemberJune 30, 20182019 and December 31, 2017,2018, we held the following preferred equity investments with an aggregate weighted average current yield of 5.73%9.51% at SeptemberJune 30, 2018 (in2019 (dollars in thousands):
Type June 30, 2019
Future Funding
Obligations		 June 30, 2019 Senior
Financing		 
June 30, 2019
Carrying Value (1)
 
December 31, 2018
Carrying Value (1)
 
Mandatory Redemption (2)
Preferred Equity $—
 $272,000
 $143,380
 $143,183
 April 2021
Preferred Equity —
 1,763,014
 95,740
 143,274
 June 2022
Total $—
 $2,035,014
 $239,120
 $286,457
  
Type September 30, 2018
Future Funding
Obligations		 September 30, 2018 Senior
Financing		 
September 30, 2018
Carrying Value (1)
 
December 31, 2017
Carrying Value (1)
 
Maturity
Date (2)
Preferred Equity $—
 $272,000
 $145,051
 $144,423
 April 2021
Total $—
 $272,000
 $145,051
 $144,423
  
(1)Carrying value is net of deferred origination fees.
(2)Represents contractual maturity, excluding any unexercised extension options.
At September 30, 2018, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments, with the exception of one mezzanine loan which is in maturity default as discussed in subnote 8 of the Debt Investments table above.
At December 31, 2017, all debt and preferred equity investments were performing in accordance with the terms of the relevant investments, with the exception of our investment in 2 Herald Square which was purchased in maturity default in May 2017 and April 2017, respectively, for which we subsequently were the successful bidder for the leasehold interest at the foreclosure of the asset as discussed in Note 3, "Property Acquisitions," and a junior mortgage participation acquired in September 2014, which was acquired for zero and has a carrying value of zero, as discussed in subnote 5 of the Debt Investments table above.
We have determined that we have one portfolio segment of financing receivables at September 30, 2018 and December 31, 2017, comprising commercial real estate which is primarily recorded in debt and preferred equity investments. Included in other assets is an additional amount of financing receivables totaling $84.8 million and $65.5 million at September 30, 2018 and December 31, 2017, respectively. No financing receivables were 90 days past due at September 30, 2018.
6. Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various partners. As of SeptemberJune 30, 2018,2019, the book value of these investments was $3.1$2.9 billion, net of investments with negative book values totaling $81.9 million for which we have an implicit commitment to fund future capital needs.

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

As of SeptemberJune 30, 20182019 and December 31, 2017,2018, 800 Third Avenue, 21 East 66th Street, 605 West 42nd42nd Street, 333 East 22nd Street, One Vanderbilt, and certain properties within the Stonehenge Portfolio are VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $722.4$873.0 million and $606.2$808.3 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies". All other investments below are voting interest entities. As we do not control the joint ventures listed below, we account for them under the equity method of accounting.
The table below provides general information on each of our joint ventures as of SeptemberJune 30, 2018:2019:

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)
PropertyPartner
Ownership
Interest(1)
Economic
Interest(1)
Unaudited Approximate Square Feet
Acquisition Date(2)
Acquisition
Price(2)
(in thousands)
100 Park AvenuePrudential Real Estate Investors49.90%49.90%834,000
February 2000$95,800
717 Fifth AvenueJeff Sutton/Private Investor10.92%10.92%119,500
September 2006251,900
800 Third AvenuePrivate Investors60.52%60.52%526,000
December 2006285,000
919 Third Avenue(3)
New York State Teacher's Retirement System51.00%51.00%1,454,000
January 20071,256,727
11 West 34th StreetPrivate Investor/
Jeff Sutton		30.00%30.00%17,150
December 201010,800
3 Columbus Circle(4)
The Moinian Group48.90%48.90%741,500
January 2011500,000
280 Park AvenueVornado Realty Trust50.00%50.00%1,219,158
March 2011400,000
1552-1560 Broadway(5)
Jeff Sutton50.00%50.00%57,718
August 2011136,550
10 East 53rd StreetCanadian Pension Plan Investment Board55.00%55.00%354,300
February 2012252,500
521 Fifth AvenuePlaza Global
Real Estate Partners LP		50.50%50.50%460,000
November 2012315,000
21 East 66th Street(6)
Private Investors32.28%32.28%13,069
December 201275,000
650 Fifth Avenue(7)
Jeff Sutton50.00%50.00%69,214
November 2013—
121 Greene StreetJeff Sutton50.00%50.00%7,131
September 201427,400
55 West 46th StreetPrudential Real Estate Investors25.00%25.00%347,000
November 2014295,000
Stonehenge Portfolio(8)
VariousVariousVarious1,439,016
February 201536,668
131-137 Spring StreetInvesco Real Estate20.00%20.00%68,342
August 2015277,750
605 West 42nd StreetThe Moinian Group20.00%20.00%927,358
April 2016759,000
11 Madison AvenuePGIM Real Estate60.00%60.00%2,314,000
August 20162,605,000
333 East 22nd StreetPrivate Investors33.33%33.33%26,926
August 2016—
400 East 57th Street(9)
BlackRock, Inc and Stonehenge Partners51.00%41.00%290,482
October 2016170,000
One Vanderbilt(10)
National Pension Service of Korea/Hines Interest LP71.01%71.01%—
January 20173,310,000
Worldwide PlazaRXR Realty / New York REIT / Private Investor24.35%24.35%2,048,725
October 20171,725,000
1515 Broadway(11)
Allianz Real Estate of America56.87%56.87%1,750,000
November 20171,950,000

PropertyPartner
Ownership
Interest(1)
Economic
Interest(1)
Unaudited Approximate Square Feet
Acquisition Date(2)
Gross Asset Valuation(2)
(in thousands)
100 Park AvenuePrudential Real Estate Investors49.90%49.90%834,000
February 2000$95,800
717 Fifth AvenueJeff Sutton/Private Investor10.92%10.92%119,500
September 2006251,900
800 Third AvenuePrivate Investors60.52%60.52%526,000
December 2006285,000
919 Third Avenue(3)
New York State Teacher's Retirement System51.00%51.00%1,454,000
January 20071,256,727
11 West 34th StreetPrivate Investor/
Jeff Sutton		30.00%30.00%17,150
December 201010,800
280 Park AvenueVornado Realty Trust50.00%50.00%1,219,158
March 2011400,000
1552-1560 Broadway(4)
Jeff Sutton50.00%50.00%57,718
August 2011136,550
10 East 53rd StreetCanadian Pension Plan Investment Board55.00%55.00%354,300
February 2012252,500
21 East 66th Street(5)
Private Investors32.28%32.28%13,069
December 201275,000
650 Fifth Avenue(6)
Jeff Sutton50.00%50.00%69,214
November 2013—
121 Greene StreetJeff Sutton50.00%50.00%7,131
September 201427,400
55 West 46th StreetPrudential Real Estate Investors25.00%25.00%347,000
November 2014295,000
Stonehenge Portfolio(7)
VariousVariousVarious1,439,016
February 201536,668
605 West 42nd StreetThe Moinian Group20.00%20.00%927,358
April 2016759,000
11 Madison AvenuePGIM Real Estate60.00%60.00%2,314,000
August 20162,605,000
333 East 22nd StreetPrivate Investors33.33%33.33%26,926
August 2016—
400 East 57th Street(8)
BlackRock, Inc and Stonehenge Partners51.00%41.00%290,482
October 2016170,000
One VanderbiltNational Pension Service of Korea/Hines Interest LP71.01%71.01%—
January 20173,310,000
Worldwide PlazaRXR Realty / New York REIT / Private Investor24.35%24.35%2,048,725
October 20171,725,000
1515 BroadwayAllianz Real Estate of America56.87%56.87%1,750,000
November 20171,950,000
2 Herald SquareIsraeli Institutional Investor51.00%51.00%369,000
November 2018266,000
(1)Ownership interest and economic interest represent the Company's interests in the joint venture as of SeptemberJune 30, 2018.2019. Changes in ownership or economic interests within the current year are disclosed in the notes below.
(2)Acquisition dateDate and priceGross Asset Valuation represent the date on which the Company initially acquired an interest in the joint venture and the actual or implied gross purchase price forasset value of the joint ventureproperty or properties on that date. Acquisition dateDate and priceGross Asset Valuation are not adjusted for subsequent acquisitions or dispositions of interest.
(3)In January 2018, the partnership agreement for our investment was modified resulting in the Company no longer having a controlling interest in this investment. As a result the investment was deconsolidated as of January 1, 2018. The CompanyWe recorded itsour non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was allocated to the assets and liabilities, including identified intangibles, of the property.joint venture.
(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. In August 2018, the Company entered into an agreement to sell its interest in 3 Columbus Circle. The transaction is expected to close in the fourth quarter of 2018.

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

(5)The purchaseacquisition 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)(5)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)(6)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)(7)In February and March 2018, the Company,2019, we, together with itsour joint venture partner, closed on the sale of two propertiesone property from the Stonehenge Portfolio. In May 2019, we closed on the sale of our interest in another property from the Stonehenge Portfolio. These sales are further described under Sale of Joint Venture Interest of Properties below.
(9)(8)In October 2016, the Companywe sold a 49% interest in this property to an investment account managed by BlackRock, Inc. The Company'sOur 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'sOur joint venture with Stonehenge remains consolidated resulting in the combined 51% interest being shown within investments in unconsolidated joint ventures on the Company'sour balance sheet.
(10)The partners have committed aggregate equity totaling no less than $525 million and their ownership interest in the joint venture is based on their capital contributions, up to an aggregate maximum of 29.0%. At September 30, 2018 the total of the two partners' ownership interests based on equity contributed was 17.10%.
(11)In November 2017, the Company sold a 30% interest in 1515 Broadway to affiliates of Allianz Real Estate. The sale did not meet the criteria for sale accounting and as a result the property was accounted for under the profit sharing method at December 31, 2017. The Company achieved sale accounting upon adoption of ASC 610-20 in January 2018 and recorded a $0.6 billion gain from the sale of the partial interest and related step-up in basis to fair value of the retained non-controlling interest as an adjustment to beginning retained earnings based on the application of the modified retrospective adoption approach. The Company closed on the sale of an additional 13% interest in the property to Allianz in February 2018.


34
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

Acquisition, Development and Construction Arrangements
Based on the characteristics of the following arrangements, which are similar to those of an investment, combined with the expected residual profit of not greater than 50%, we have accounted for these debt and preferred equity investments under the equity method. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, the carrying value for acquisition, development and construction arrangements were as follows (in(dollars in thousands):
Loan Type June 30, 2019 December 31, 2018 Maturity Date
Mezzanine Loan —
 44,357
 February 2022
  $—
 $44,357
  
Loan Type September 30, 2018 December 31, 2017 Maturity Date
Preferred Equity $145,007
 $—
 November 2018
Mezzanine Loan(1)
 44,420
 44,823
 February 2022
Mezzanine Loan(2)
 —
 26,716
  
Mezzanine Loan and Preferred Equity(3)
 —
 100,000
  
  $189,427
 $171,539
  
(1)We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP.
(2)The Company was redeemed on this investment in July 2018.
(3)The mezzanine loan was repaid and the preferred equity interest was redeemed in March 2018.


Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the ninesix months ended SeptemberJune 30, 2018:2019:
Property Ownership Interest Disposition Date Type of Sale 
Gross Asset Valuation
(in thousands)(1)
 
Gain (Loss)
on Sale
(in thousands)(2)
1274 Fifth Avenue(3)
 9.83% February 2018 Property $44,100
 $(362)
1515 Broadway(4)
 13.00% February 2018 Ownership Interest 1,950,000
 —
Stonehenge Village(3)
 5.00% March 2018 Property 287,000
 (5,701)
175-225 Third Street Brooklyn, New York 95.00% April 2018 Property 115,000
 19,483
1745 Broadway 56.87% May 2018 Property 633,000
 52,038
Jericho Plaza 11.67% June 2018 Ownership Interest 117,400
 147
724 Fifth Avenue 49.90% July 2018 Ownership Interest 365,000
 64,587
Mezzanine Loan(5)
 33.33% August 2018 
Repayment(5)
 15,000
 N/A
Property Ownership Interest Disposition Date 
Gross Asset Valuation
(in thousands)(1)
 
Gain (Loss)
on Sale
(in thousands)(2)
131-137 Spring Street 20.00% January 2019 $216,000
 $17,660
521 Fifth Avenue 50.50% May 2019 381,000
 57,874
Stonehenge Portfolio (partial) Various Various 468,800
 (2,408)
(1)Represents implied gross valuation for the joint venture or sales price of the property.

32
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

(2)Represents the Company's share of the gain (loss). The gains on sale for 175-225 Third Street, 1745 Broadway, and 724 Fifth Avenue are net of $1.5 million, $2.2 million, and $2.4 million in employee compensation accrued in connection with the realization of these investment gains, respectively. Additionally, gainGain (loss) amounts do not include adjustments for expenses recorded in subsequent periods.
(3)Property was part of the Stonehenge Portfolio.
(4)Our investment in 1515 Broadway was marked to fair value on January 1, 2018 upon adoption of ASC 610-20.
(5)Our investment in a joint venture that owned a mezzanine loan secured by a commercial property in midtown Manhattan was repaid after the joint venture received repayment of the underlying loan.
Joint Venture Mortgages and Other Loans Payable
We generally finance our joint ventures with non-recourse debt. In certain cases we have providedmay provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The first mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases at SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, are as follows (amounts(dollars in thousands):
Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 June 30, 2019 December 31, 2018
Fixed Rate Debt:           
717 Fifth Avenue (mortgage) 10.92% July 2022  4.45% $300,000
 $300,000
717 Fifth Avenue (mezzanine) 10.92% July 2022  5.50% 355,328
 355,328
650 Fifth Avenue (mortgage) 50.00% October 2022  4.46% 210,000
 210,000
650 Fifth Avenue (mezzanine) 50.00% October 2022  5.45% 65,000
 65,000
21 East 66th Street 32.28% April 2023  3.60% 12,000
 12,000
919 Third Avenue 51.00% June 2023  5.12% 500,000
 500,000
1515 Broadway 56.87% March 2025  3.93% 847,250
 855,876
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% 98,790
 99,828
Worldwide Plaza 24.35% November 2027  3.98% 1,200,000
 1,200,000
Stonehenge Portfolio (3)
 Various
 Various  3.50% 196,112
 321,076
521 Fifth Avenue (4)
        —
 170,000
Total fixed rate debt        $5,361,480
 $5,666,108

Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 September 30, 2018 December 31, 2017
Fixed Rate Debt:           
521 Fifth Avenue 50.50% November 2019  3.73% $170,000
 $170,000
717 Fifth Avenue (3)
 10.92% July 2022  4.45% 300,000
 300,000
717 Fifth Avenue (3)
 10.92% July 2022  5.50% 355,328
 355,328
650 Fifth Avenue (4)
 50.00% October 2022  4.46% 210,000
 210,000
650 Fifth Avenue (4)
 50.00% October 2022  5.45% 65,000
 65,000
21 East 66th Street 32.28% April 2023  3.60% 12,000
 12,000
919 Third Avenue 51.00% June 2023  5.12% 500,000
 —
3 Columbus Circle 48.90% March 2025  3.61% 350,000
 350,000
1515 Broadway 56.87% March 2025  3.93% 860,124
 872,528
11 Madison Avenue 60.00% September 2025  3.84% 1,400,000
 1,400,000
800 Third Avenue 60.52% February 2026  3.37% 177,000
 177,000
400 East 57th Street 41.00% November 2026  3.00% 100,000
 100,000
Worldwide Plaza 24.35% November 2027  3.98% 1,200,000
 1,200,000
Stonehenge Portfolio (5)
 Various
 Various  4.20% 322,073
 357,282
Total fixed rate debt        $6,021,525
 $5,569,138


3335
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 June 30, 2019 December 31, 2018
Floating Rate Debt:           
280 Park Avenue 50.00% September 2019 L+1.73% $1,200,000
 $1,200,000
121 Greene Street 50.00% November 2019 L+1.50% 15,000
 15,000
10 East 53rd Street 55.00% February 2020 L+2.25% 170,000
 170,000
1552 Broadway 50.00% October 2020 L+2.65% 195,000
 195,000
55 West 46th Street (5)
 25.00% November 2020 L+2.13% 190,718
 185,569
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% 358,809
 360,000
One Vanderbilt (6)
 71.01% September 2021 L+2.75% 478,708
 375,000
2 Herald Square 51.00% November 2021 L+1.55% 150,000
 133,565
605 West 42nd Street 20.00% August 2027 L+1.44% 550,000
 550,000
21 East 66th Street 32.28% June 2033 1 Year Treasury+2.75% 1,534
 1,571
131-137 Spring Street (7)
        —
 141,000
103 East 86th Street (8)
        —
 38,000
Total floating rate debt        $3,332,769
 $3,387,705
Total joint venture mortgages and other loans payable    $8,694,249
 $9,053,813
Deferred financing costs, net        (102,858) (103,191)
Total joint venture mortgages and other loans payable, net    $8,591,391
 $8,950,622
Property 
Economic
Interest (1)
 Maturity Date 
Interest
Rate (2)
 September 30, 2018 December 31, 2017
Floating Rate Debt:           
280 Park Avenue 50.00% September 2019 L+1.73% $1,200,000
 $1,200,000
121 Greene Street 50.00% November 2019 L+1.50% 15,000
 15,000
10 East 53rd Street 55.00% February 2020 L+2.25% 170,000
 170,000
131-137 Spring Street 20.00% August 2020 L+1.55% 141,000
 141,000
1552 Broadway 50.00% October 2020 L+2.65% 195,000
 195,000
55 West 46th Street (6)
 25.00% November 2020 L+2.13% 177,694
 171,444
11 West 34th Street 30.00% January 2021 L+1.45% 23,000
 23,000
103 East 86th Street 1.00% January 2021 L+1.40% 38,000
 55,340
100 Park Avenue 49.90% February 2021 L+1.75% 360,000
 360,000
One Vanderbilt (7)
 71.01% September 2021 L+3.50% 375,000
 355,535
605 West 42nd Street 20.00% August 2027 L+1.44% 550,000
 550,000
21 East 66th Street 32.28% June 2033 1 Year Treasury+2.75% 1,590
 1,648
175-225 Third Street (8)
        —
 40,000
1745 Broadway (9)
        —
 345,000
Jericho Plaza (10)
        —
 81,099
724 Fifth Avenue (11)
        —
 275,000
Total floating rate debt        $3,246,284
 $3,979,066
Total joint venture mortgages and other loans payable    $9,267,809
 $9,548,204
Deferred financing costs, net        (103,748) (136,103)
Total joint venture mortgages and other loans payable, net    $9,164,061
 $9,412,101

(1)Economic interest represents the Company's interests in the joint venture as of SeptemberJune 30, 2018.2019. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
(2)Interest rates as of SeptemberJune 30, 2018,2019, 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 areAmount is comprised of a $300.0$132.6 million fixed rate mortgage loan and $355.3$63.5 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest ratein fixed-rate mortgages that mature in April 2028 and contractual pay rate.July 2029, respectively.
(4)These loans are comprisedIn May 2019, we, along with our joint venture partner, closed on the sale of a $210.0 million fixed rate mortgage loan and $65.0 million fixed rate mezzanine loan.the property.
(5)
Amount is comprisedThis loan has a committed amount of $135.0$195.0 million, of which $54.54.3 million and $132.6 million in fixed-rate mortgages that mature in August 2019, was unfunded as of June 2024, and April 2028, respectively.30, 2019.
(6)This loan has a committed amount of $195.0 million, of which $17.3 million was unfunded as of September 30, 2018.
(7)
This loan is a $1.5$1.75 billion construction facility which bears interest at 350 basis points over 30-day LIBOR, with reductions in interest cost based on meeting certain conditions and has an initial five-year term with twoone-year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts.
(8)(7)In April 2018, along with our joint venture partner, we closed on the sale of the property.
(9)In May 2018, along with our joint venture partner, we closed on the sale of the property.
(10)In June 2018,January 2019, we closed on the sale of our interest in the property.
(11)(8)In July 2018,February 2019, we, along with our joint venture partner, closed on the sale of substantially all of our interest in the property to our joint venture partner.property.

We act as the operating partner and day-to-day manager for all our joint ventures, except for Worldwide Plaza, 800 Third Avenue, 280 Park Avenue, 3 Columbus Circle, 21 East 66th Street, 605 West 42nd Street, 400 East 57th Street, and the Stonehenge Portfolio. We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $2.4$3.9 million and $9.3$6.4 million from these services, net of our ownership share of the joint ventures, for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively. We earned $1.5$3.0 million and $19.4$6.9 million from these services, net of our ownership share of the joint ventures, for the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.


3436
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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


The combined balance sheets for the unconsolidated joint ventures, at SeptemberJune 30, 20182019 and December 31, 20172018 are as follows (in thousands):
 June 30, 2019 December 31, 2018
Assets (1)
   
Commercial real estate property, net$14,151,061
 $14,347,673
Cash and restricted cash319,429
 381,301
Tenant and other receivables, related party receivables, and deferred rents receivable321,603
 273,141
Debt and preferred equity investments, net—
 44,357
Other assets2,093,491
 2,187,166
Total assets$16,885,584
 $17,233,638
Liabilities and equity (1)
   
Mortgages and other loans payable, net$8,591,391
 $8,950,622
Deferred revenue/gain1,558,660
 1,660,838
Lease liabilities900,601
 637,168
Other liabilities290,007
 309,145
Equity5,544,925
 5,675,865
Total liabilities and equity$16,885,584
 $17,233,638
Company's investments in unconsolidated joint ventures$2,937,153
 $3,019,020
 September 30, 2018 December 31, 2017
Assets  (1)
   
Commercial real estate property, net$14,091,365
 $12,822,133
Cash and restricted cash350,802
 494,909
Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance287,509
 349,944
Debt and preferred equity investments, net189,427
 202,539
Other assets2,235,237
 1,407,806
Total assets$17,154,340
 $15,277,331
Liabilities and equity  (1)
   
Mortgages and other loans payable, net$9,164,061
 $9,412,101
Deferred revenue/gain1,851,079
 985,648
Other liabilities474,169
 411,053
Equity5,665,031
 4,468,529
Total liabilities and equity$17,154,340
 $15,277,331
Company's investments in unconsolidated joint ventures$3,070,825
 $2,362,989

(1)The combined assets, liabilities and equity for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018.
The combined statements of operations for the unconsolidated joint ventures, forfrom acquisition date through the three and ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, are as follows (in thousands):
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Total revenues$290,448
 $314,195
 $597,967
 $635,136
Operating expenses48,514
 50,356
 102,638
 110,129
Operating lease rent6,234
 4,457
 12,135
 8,850
Real estate taxes51,987
 55,838
 106,223
 112,865
Interest expense, net of interest income93,693
 91,648
 190,316
 181,389
Amortization of deferred financing costs4,782
 7,350
 9,998
 12,466
Depreciation and amortization103,681
 111,495
 208,012
 216,575
Total expenses308,891
 321,144
 629,322
 642,274
Net loss before gain on sale (1)
$(18,443) $(6,949) $(31,355) $(7,138)
Company's equity in net (loss) income from unconsolidated joint ventures (1)
$(7,546) $4,702
 $(12,780) $8,738
 Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017
Total revenues$304,869
 $216,100
 $940,005
 $643,210
Operating expenses56,304
 38,055
 166,433
 115,996
Ground rent4,397
 4,182
 13,247
 12,612
Real estate taxes56,747
 37,282
 169,612
 107,391
Interest expense, net of interest income88,328
 61,066
 269,717
 176,096
Amortization of deferred financing costs4,446
 4,030
 16,912
 17,994
Transaction related costs—
 —
 —
 146
Depreciation and amortization101,538
 61,447
 318,113
 198,556
Total expenses311,760
 206,062
 954,034
 628,791
Loss on early extinguishment of debt—
 (7,638) —
 (7,638)
Net (loss) income before gain on sale (1)
$(6,891) $2,400
 $(14,029) $6,781
Company's equity in net income from unconsolidated joint ventures (1)
$971
 $4,078
 $9,709
 $14,104

(1)The combined statements of operationoperations and the Company's equity in net (loss) income for the unconsolidated joint ventures reflects the effect of step ups in basis on the retained non-controlling interests in deconsolidated investments as a result of the adoption of ASC 610-20 in January 2018.
7. Deferred Costs
Deferred costs at SeptemberJune 30, 20182019 and December 31, 20172018 consisted of the following (in thousands):
 June 30, 2019 December 31, 2018
Deferred leasing costs$481,204
 $453,833
Less: accumulated amortization(260,632) (244,723)
Deferred costs, net$220,572
 $209,110

 September 30, 2018 December 31, 2017
Deferred leasing costs$438,964
 $443,341
Less: accumulated amortization(236,464) (217,140)
Deferred costs, net$202,500
 $226,201


3537
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


8. Mortgages and Other Loans Payable
The first mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments at SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, were as follows (amounts(dollars in thousands):
Property 
Maturity
Date
 
Interest
Rate (1)
 September 30, 2018 December 31, 2017 
Maturity
Date
 
Interest
Rate (1)
 June 30, 2019 December 31, 2018
Fixed Rate Debt:                  
One Madison Avenue May 2020 5.91% $461,159
 $486,153
762 Madison Avenue February 2022 5.00% 771
 771
 February 2022 5.00% 771
 771
100 Church Street July 2022 4.68% 214,575
 217,273
 July 2022 4.68% 211,429
 213,208
420 Lexington Avenue October 2024 3.99% 300,000
 300,000
 October 2024 3.99% 300,000
 300,000
400 East 58th Street (2)
 November 2026 3.00% 40,000
 40,000
 November 2026 3.00% 39,516
 39,931
Landmark Square January 2027 4.90% 100,000
 100,000
 January 2027 4.90% 100,000
 100,000
485 Lexington Avenue February 2027 4.25% 450,000
 450,000
 February 2027 4.25% 450,000
 450,000
1080 Amsterdam (3)
 February 2027 3.58% 35,975
 36,363
 February 2027 3.59% 35,466
 35,807
315 West 33rd Street February 2027 4.17% 250,000
 250,000
 February 2027 4.17% 250,000
 250,000
919 Third Avenue (4)
 
 —
 500,000
Unsecured Loan (5)
   —
 16,000
Series J Preferred Units (6)
   —
 4,000
Total fixed rate debt   $1,852,480
 $2,400,560
   $1,387,182
 $1,389,717
Floating Rate Debt:            
1231 Third Avenue (7)
 January 2019 L+3.70% $45,000
 $—
2017 Master Repurchase Agreement June 2020 L+2.32% 282,132
 300,000
FHLB Facility May 2019 L+0.27% 13,000
 —
 August 2019 L+0.21% 13,000
 —
183, 187 Broadway & 5-7 Dey Street May 2019 L+2.70% 58,000
 58,000
2017 Master Repurchase Agreement June 2019 L+2.34% 300,000
 90,809
FHLB Facility December 2019 L+0.18% 14,500
 14,500
FHLB Facility January 2020 L+0.26% 10,000
 —
133 Greene Street August 2020 L+2.00% 15,523
 15,523
106 Spring Street January 2021 L+2.50% 38,025
 —
609 Fifth Avenue March 2021 L+2.40% 51,185
 —
185 Broadway (4)
 November 2021 L+2.85% 111,869
 111,869
712 Madison Avenue December 2021 L+2.50% 28,000
 28,000
460 West 34th Street (5)
 May 2022 L+2.23% 299,941
 —
115 Spring Street September 2023 L+3.40% 65,550
 —
 September 2023 L+3.40% 65,550
 65,550
719 Seventh Avenue September 2023 L+1.20% 50,000
 41,622
 September 2023 L+1.20% 50,000
 50,000
220 East 42nd Street (8)
 

 —
 275,000
FHLB Facility     13,000
Total floating rate debt   $531,550
 $465,431
   $979,725
 $598,442
Total fixed rate and floating rate debt   $2,384,030
 $2,865,991
Mortgages reclassed to liabilities related to assets held for sale (7)
   (45,000) —
Total mortgages and other loans payable   $2,339,030
 $2,865,991
   $2,366,907
 $1,988,159
Deferred financing costs, net of amortization   (22,342) (28,709)   (36,494) (26,919)
Total mortgages and other loans payable, net   $2,316,688
 $2,837,282
   $2,330,413
 $1,961,240
(1)Interest rate as of SeptemberJune 30, 2018,2019, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated interest rate spread over 30-day LIBOR, unless otherwise specified.
(2)
The loan carries a fixed interest rate of 300 basis points for the first five years and is prepayable without penalty at the end of year five.
(3)
The loan is comprised of a $35.5 million mortgage loan and $0.9 million subordinate mezzanine loan with a fixed interest rate of 350 basis points and 700 basis points, respectively, for the first five years and is prepayable without penalty at the end of year five.
(4)Our investmentThis loan is a $225.0 million construction facility, with reductions in interest cost based on meeting certain conditions, and has an initial three-year term with two one-year extension options. Advances under the property was deconsolidated as of January 1, 2018. See Note 6, "Investments in Unconsolidated Joint Ventures".loan are subject to incurred costs and funded equity requirements.
(5)In May 2018,This loan is a $465.0 million construction facility, with reductions in interest cost based on meeting certain conditions, and has an initial three-year term with two one-year extension options. Advances under the loan was repaid in connection with the sale of property.
(6)In June 2018, the Series J Preferred Units were redeemed in connection with the sale of the property.
(7)This property was held for sale at September 30, 2018are subject to incurred costs and the related mortgage of $45.0 million, is included in liabilities related to assets held for sale.
(8)In July 2018, the mortgage was repaid.funded equity requirements.
At SeptemberJune 30, 20182019 and December 31, 2017,2018, the gross book value of the properties and debt and preferred equity investments collateralizing the mortgages and other loans payable not including assets held for sale, was approximately $3.9$3.5 billion and $4.8$2.6 billion, respectively.


3638
Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


Federal Home Loan Bank of New York Facility
The Company's wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, is a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga may borrow funds from the FHLBNY in the form of secured advances. As of SeptemberJune 30, 2018,2019, we had $13.0 million, $14.5 million and $10.0 million in outstanding secured advances with a borrowing rate of 30-day LIBOR over 27plus 21 basis points.points, 30-day LIBOR plus 18 basis points and 30-day LIBOR plus 26 basis points, respectively.
Master Repurchase AgreementsAgreement
The Company has entered into twoa Master Repurchase Agreements,Agreement, or MRAs,MRA, known as the 2016 MRA and 2017 MRA, which provideprovides us with the ability to sell certain debtmortgage investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase agreement by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facilitiesfacility permit valuation adjustments based on capital markets activity, and are not limited to collateral-specific credit marks. To monitor credit risk associated with our debt investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to recollateralize the facility with additional assets from our portfolio of debt investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional liquidity through the 2017 credit facility, as defined below.
In June 2017, we entered into theThe 2017 MRA withhas a maximum facility capacity of $300.0 million. In April 2018, we increased the maximum facility capacity to $400.0 million. The facility bears interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advance rate and has an initial one year term, with two one year extension options. In June 2018, we exercised a one year extension option and in June 2019, we exercised another one year extension option. At SeptemberJune 30, 2018,2019, the facility had an outstanding balancea carrying value of $299.4$281.4 million, net of deferred financing costs.
In July 2016, we entered into a restated 2016 MRA, with a maximum facility capacity of $300.0 million. In June 2018, we terminated the restated 2016 MRA. The facility bore interest ranging from 225 and 400 basis points over 30-day LIBOR depending on the pledged collateral and had an initial two-year term, with a one year extension option. Since December 6, 2015, we had been required to pay monthly in arrears a 25 basis point fee on the excess of $150.0 million over the average daily balance during the period when the average daily balance was less than $150.0 million.
9. Corporate Indebtedness
2017 Credit Facility
In November 2017, we entered into an amendment to the credit facility, referred to as the 2017 credit facility, that was originally entered into by the Company in November 2012, or the 2012 credit facility. As of SeptemberJune 30, 2018,2019, the 2017 credit facility consisted of a $1.5 billion revolving credit facility, a $1.3 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of March 31, 2022, March 31, 2023, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to March 31, 2023. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of SeptemberJune 30, 2018,2019, the 2017 credit facility bore interest at a spread over 30-day LIBOR ranging from (i) 82.5 basis points to 155 basis points for loans under the revolving credit facility, (ii) 90 basis points to 175 basis points for loans under Term Loan A, and (iii) 150 basis points to 245 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company.
In May 2019, we entered into an agreement to reduce the interest rate spread under Term Loan B by 65 basis points to a spread over 30-day LIBOR ranging from 85 basis points to 165 basis points. This reduction will be effective in November 2019.
At SeptemberJune 30, 2018,2019, the applicable spread was 100 basis points for the revolving credit facility, 110 basis points for Term Loan A, and 165 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of SeptemberJune 30, 2018,2019, the facility fee was 20 basis points.
As of SeptemberJune 30, 2018,2019, we had $11.8 million of outstanding letters of credit, $145.0$670.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of $1.3 billion$830.0 million under the 2017 credit facility. At SeptemberJune 30, 20182019 and December 31, 2017,2018, the revolving credit facility had a carrying value of $136.7$663.1 million and $30.3$492.2 million, respectively, net of deferred financing costs. At SeptemberJune 30, 20182019 and December 31, 2017,2018, the term loan facilities had a carrying value of $1.5 billion and $1.5 billion, respectively, net of deferred financing costs.

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

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

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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, by scheduled maturity date (amounts in thousands):
Issuance September 30,
2018
Unpaid
Principal
Balance		 September 30,
2018
Accreted
Balance		 December 31,
2017
Accreted
Balance		 
Interest
Rate (1)
 
Initial Term
(in Years)
 Maturity Date June 30,
2019
Unpaid
Principal
Balance		 June 30,
2019
Accreted
Balance		 December 31,
2018
Accreted
Balance		 
Interest
Rate (1)
 
Initial Term
(in Years)
 Maturity Date
March 16, 2010 (2)
 $250,000
 $250,000
 $250,000
 7.75% 10 March 2020 $250,000
 $250,000
 $250,000
 7.75% 10 March 2020
August 7, 2018 (3)
 350,000
 350,000
 —
 L+0.98% 3 August 2021
August 7, 2018 (3) (4)
 350,000
 350,000
 350,000
 L+0.98% 3 August 2021
October 5, 2017 (3)
 500,000
 499,565
 499,489
 3.25% 5 October 2022 500,000
 499,642
 499,591
 3.25% 5 October 2022
November 15, 2012 (4)(5)
 300,000
 304,421
 305,163
 4.50% 10 December 2022 300,000
 303,663
 304,168
 4.50% 10 December 2022
December 17, 2015 (2)
 100,000
 100,000
 100,000
 4.27% 10 December 2025 100,000
 100,000
 100,000
 4.27% 10 December 2025
August 5, 2011 (2) (5)
 —
 —
 249,953
   
 $1,500,000
 $1,503,986
 $1,404,605
    $1,500,000
 $1,503,305
 $1,503,759
   
Deferred financing costs, net   (9,160) (8,666)      (7,349) (8,545)   
 $1,500,000
 $1,494,826
 $1,395,939
    $1,500,000
 $1,495,956
 $1,495,214
   
(1)Interest rate as of SeptemberJune 30, 2018,2019, taking into account interest rate hedges in effect during the period. Floating rate notes are presented with the stated spread over 3-month LIBOR, unless otherwise specified. Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.
(2)Issued by the Company and the Operating Partnership and ROP, as co-obligors.
(3)Issued by the Operating Partnership with the Company and ROP as guarantors.the guarantor.
(4)Beginning on August 8, 2019 and at any time thereafter, the notes are subject to redemption at the Company's option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes, plus unpaid accrued interest thereon to the redemption date.
(5)
In October 2017, the Company and 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%. of par.
(5)Balance was repaid in August 2018.

Restrictive Covenants
The terms of the 2017 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, we were in compliance with all such covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 125 basis points over the three-month LIBOR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


Principal Maturities
Combined aggregate principal maturities of mortgages and other loans payable, 2017 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of SeptemberJune 30, 20182019, including as-of-right extension options and put options, were as follows (in thousands):
 
Scheduled
Amortization
 Mortgages and Other Loans Payable 
Revolving
Credit
Facility
 Unsecured Term Loans 
Trust
Preferred
Securities
 
Senior
Unsecured
Notes
 Total 
Joint
Venture
Debt
Remaining 2019$3,733
 $27,500
 $—
 $—
 $—
 $—
 $31,233
 $13,814
202011,118
 307,654
 —
 —
 —
 250,000
 568,772
 251,823
202111,638
 229,080
 —
 —
 —
 350,000
 590,718
 604,326
20229,430
 498,496
 —
 —
 —
 800,000
 1,307,926
 220,749
20237,301
 115,550
 670,000
 1,300,000
 —
 —
 2,092,851
 277,931
Thereafter9,291
 1,136,116
 —
 200,000
 100,000
 100,000
 1,545,407
 2,431,246
 $52,511
 $2,314,396
 $670,000
 $1,500,000
 $100,000
 $1,500,000
 $6,136,907
 $3,799,889
 
Scheduled
Amortization
 Principal 
Revolving
Credit
Facility
 Unsecured Term Loans 
Trust
Preferred
Securities
 
Senior
Unsecured
Notes
 Total 
Joint
Venture
Debt
Remaining 2018$9,881
 $—
 $—
 $—
 $—
 $—
 $9,881
 $2,568
201942,271
 116,000
 —
 —
 —
 —
 158,271
 115,295
202023,466
 704,531
 —
 —
 —
 250,000
 977,997
 276,822
202111,638
 —
 —
 —
 —
 350,000
 361,638
 454,621
20229,430
 198,555
 —
 —
 —
 800,000
 1,007,985
 220,810
Thereafter16,591
 1,251,667
 145,000
 1,500,000
 100,000
 100,000
 3,113,258
 2,879,344
 $113,277
 $2,270,753
 $145,000
 $1,500,000
 $100,000
 $1,500,000
 $5,629,030
 $3,949,460

Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Interest expense before capitalized interest$60,745
 $61,553
 $121,555
 $116,471
Interest on financing leases808
 —
 1,612
 —
Interest capitalized(12,019) (7,594) (22,528) (14,280)
Interest income(2,374) (348) (2,954) (664)
Interest expense, net$47,160
 $53,611
 $97,685
 $101,527
 Three Months Ended September 30, Nine Months Ended September 30,
 2018 2017 2018 2017
Interest expense before capitalized interest$64,078
 $72,859
 $180,550
 $217,273
Interest capitalized(8,504) (6,869) (22,785) (19,892)
Interest income(406) (356) (1,070) (1,269)
Interest expense, net$55,168
 $65,634
 $156,695
 $196,112

10. Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Alliance Building Services, or Alliance, and its affiliates are partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the chairman emeritus of our board of directors, and provide services to certain properties owned by us. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality, Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security, messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements.
Income earned from the profit participation, which is included in other income on the consolidated statements of operations, was $0.9$1.0 million and $3.0$1.8 million for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, and was $1.0 million and $3.0$2.0 million for the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively.
We also recorded expenses, inclusive of capitalized expenses, of $5.0$5.6 million and $14.0$8.5 million for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, for these services (excluding services provided directly to tenants), and $5.7$5.1 million and $16.0$9.1 million for the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively.
Management Fees
S.L. Green Management Corp., a consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from this entity of $0.1$0.2 million and $0.4$0.3 million for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, and $0.1 million and $0.4$0.3 million for the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


One Vanderbilt Investment
In December 2016, we entered into agreements with entities owned and controlled by our Chairman and CEO, Marc Holliday, and our President, Andrew Mathias, pursuant to which they agreed to make an investment in our One Vanderbilt project at the appraised fair market value for the interests acquired. This investment entitles these entities to receive approximately 1.50% - 1.80% and 1.00% - 1.20%, respectively, of any profits realized by the Company from its One Vanderbilt project in excess of the Company’s capital contributions. The entities have no right to any return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests will have no value and will not entitle these entities to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the Company has received distributions from the One Vanderbilt project in excess of the Company’s aggregate investment in the project. In the event that the Company does not realize a profit on its investment in the project (or would not realize a profit based on the value at the time the interests are repurchased), the entities owned and controlled by Messrs. Holliday and Mathias will lose the entire amount of their investment. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $1.0 million, respectively, which equal the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.
Other
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures as further described in Note 6, "Investments in Unconsolidated Joint Ventures." Amounts due from joint ventures and related parties at SeptemberJune 30, 20182019 and December 31, 20172018 consisted of the following (in thousands):
 June 30, 2019 December 31, 2018
Due from joint ventures$8,879
 $18,655
Other14,807
 9,378
Related party receivables$23,686
 $28,033
 September 30, 2018 December 31, 2017
Due from joint ventures$12,485
 $15,025
Other8,940
 8,014
Related party receivables$21,425
 $23,039

11. Noncontrolling Interests on the Company's Consolidated Financial Statements
Noncontrolling interests represent the common and preferred units of limited partnership interest in the Operating Partnership not held by the Company as well as third party equity interests in our other consolidated subsidiaries. Noncontrolling interests in the Operating Partnership are shown in the mezzanine equity while the noncontrolling interests in our other consolidated subsidiaries are shown in the equity section of the Company’s consolidated financial statements.
Common Units of Limited Partnership Interest in the Operating Partnership
As of SeptemberJune 30, 20182019 and December 31, 2017,2018, the noncontrolling interest unit holders owned 5.10%4.91%, or 4,600,5214,258,835 units, and 4.58%4.70%, or 4,452,9794,130,579 units, of the Operating Partnership, respectively. As of SeptemberJune 30, 2018, 4,600,5212019, 4,258,835 shares of our common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating Partnership.
Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based on the closing stock price of our common stock at the end of the reporting period.
Below is a summary of the activity relating to the noncontrolling interests in the Operating Partnership for the ninesix months ended SeptemberJune 30, 20182019 and the twelve months ended December 31, 20172018 (in thousands):
 June 30, 2019 December 31, 2018
Balance at beginning of period$387,805
 $461,954
Distributions(7,352) (15,000)
Issuance of common units15,314
 23,655
Redemption of common units(16,297) (60,718)
Net income10,587
 12,216
Accumulated other comprehensive income allocation(2,261) (66)
Fair value adjustment14,028
 (34,236)
Balance at end of period$401,824
 $387,805

 September 30, 2018 December 31, 2017
Balance at beginning of period$461,954
 $473,882
Distributions(11,469) (14,266)
Issuance of common units19,980
 25,723
Redemption of common units(12,005) (21,574)
Net income15,656
 3,995
Accumulated other comprehensive income allocation1,075
 (94)
Fair value adjustment(7,448) (5,712)
Balance at end of period$467,743
 $461,954


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


Preferred Units of Limited Partnership Interest in the Operating Partnership
The Operating Partnership has 1,902,000 4.50% Series G Preferred UnitsBelow is a summary of limited partnership interest, or the Series G Preferred Units outstanding, with a liquidation preference of $25.00 per unit, which were issued in January 2012 in conjunction with an acquisition. The Series G Preferred unitholders receive annual dividends of $1.125 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series G Preferred Units are convertible into a number of commonpreferred units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $88.50. The common unitsas of limited partnership interest in the Operating Partnership may be redeemed in exchange for our common stock on a 1-to-1 basis. The Series G Preferred Units also provide the holder with the right to require the Operating Partnership to repurchase the Series G Preferred Units for cash before January 31, 2022.
The Operating Partnership has 60 Series F Preferred Units outstanding with a mandatory liquidation preference of $1,000.00 per unit.
The Operating Partnership has authorized up to 700,000 3.50% Series K Preferred Units of limited partnership interest, or the Series K Preferred Units, with a liquidation preference of $25.00 per unit. In August 2014, the Company issued 563,954 Series K Preferred Units in conjunction with an acquisition. The Series K Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series K Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $134.67.
The Operating Partnership has authorized up to 500,000 4.00% Series L Preferred Units of limited partnership interest, or the Series L Preferred Units, with a liquidation preference of $25.00 per unit. In August 2014, the Company issued 378,634 Series L Preferred Units in conjunction with an acquisition. The Series L Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series L Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.
The Operating Partnership has authorized up to 1,600,000 3.75% Series M Preferred Units of limited partnership interest, or the Series M Preferred Units, with a liquidation preference of $25.00 per unit. In February 2015, the Company issued 1,600,000 Series M Preferred Units in conjunction with the acquisition of ownership interests in and relating to certain residential and retail real estate properties. The Series M Preferred unitholders receive annual dividends of $0.9375 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series M Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.
The Operating Partnership has authorized up to 552,303 3.00% Series N Preferred Units of limited partnership interest, or the Series N Preferred Units, with a liquidation preference of $25.00 per unit. In June 2015, the Company issued 552,303 Series N Preferred Units in conjunction with an acquisition. The Series N Preferred unitholders receive annual dividends of $0.75 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series N Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.
The Operating Partnership has authorized an aggregate of one 6.25% Series O Preferred Unit of limited partnership interest, or the Series O Preferred Unit. In June 2015, the Company issued the Series O Preferred Unit in connection with an acquisition.
The Operating Partnership has authorized up to 200,000 4.00% Series P Preferred Units of limited partnership interest, or the Series P Preferred Units, with a liquidation preference of $25.00 per unit. In July 2015, the Company issued 200,000 Series P Preferred Units in conjunction with an acquisition. The Series P Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series P Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.
The Operating Partnership has authorized up to 268,000 3.50% Series Q Preferred Units of limited partnership interest, or the Series Q Preferred Units, with a liquidation preference of $25.00 per unit. In July 2015, the Company issued 268,000 Series Q Preferred Units in conjunction with an acquisition. The Series Q Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series Q Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $148.95.

30, 2019:
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Table of Contents
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
September 30, 2018
(unaudited)

Issuance Number of Units Authorized Number of Units Issued 
Dividends Per Unit(1)
 
Liquidation Preference Per Unit(2)
 
Conversion Price Per Unit(3)
 Date of Issuance
4.50% Series G (4)
 1,902,000
 1,902,000
 $1.1250
 $25.00
 $88.50
 January 2012
7.00% Series F 60
 60
 $70.0000
 $1,000.00
 $29.12
 January 2007
3.50% Series K 700,000
 563,954
 $0.8750
 $25.00
 $134.67
 August 2014
4.00% Series L 500,000
 378,634
 $1.0000
 $25.00
 —
 August 2014
3.75% Series M 1,600,000
 1,600,000
 $0.9375
 $25.00
 —
 February 2015
3.00% Series N (5)
 552,303
 552,303
 $0.7500
 $25.00
 —
 June 2015
Series O (6)
 1
 1
 
(6 
) 
 
(6 
) 
 —
 June 2015
4.00% Series P 200,000
 200,000
 $1.0000
 $25.00
 —
 July 2015
3.50% Series Q 268,000
 268,000
 $0.8750
 $25.00
 $148.95
 July 2015
3.50% Series R 400,000
 400,000
 $0.8750
 $25.00
 $154.89
 August 2015
4.00% Series S 1,077,280
 1,077,280
 $1.0000
 $25.00
 —
 August 2015
2.75% Series T 230,000
 230,000
 $0.6875
 $25.00
 $119.02
 March 2016
4.50% Series U (7)
 680,000
 680,000
 $1.1250
 $25.00
 —
 March 2016
3.50% Series A (8)
 109,161
 109,161
 $35.0000
 $1,000.00
 —
 August 2015
3.50% Series V 40,000
 40,000
 $0.8750
 $25.00
 —
 May 2019
The Operating Partnership has authorized up to 400,000 3.50% Series R Preferred Units of limited partnership interest, or the Series R Preferred Units, with a liquidation preference of $25.00 per unit. In August 2015, the Company issued 400,000 Series R Preferred Units in conjunction with an acquisition. The Series R Preferred unitholders receive annual dividends of $0.875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series R Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $154.89.
The Operating Partnership has authorized up to 1,077,280 4.00% Series S Preferred Units of limited partnership interest, or the Series S Preferred Units, with a liquidation preference of $25.00 per unit. In August 2015, the Company issued 1,077,280 Series S Preferred Units in conjunction with an acquisition. The Series S Preferred unitholders receive annual dividends of $1.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series S Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.
The Operating Partnership has authorized up to 230,000 2.75% Series T Preferred Units of limited partnership interest, or the Series T Preferred Units, with a liquidation preference of $25.00 per unit. In March 2016, the Company issued 230,000 Series T Preferred Units in conjunction with an acquisition. The Series T Preferred unitholders receive annual dividends of $0.6875 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Series T Preferred Units can be redeemed at any time at par, at the option of the unitholder, either for cash or are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) $119.02.
The Operating Partnership has authorized up to 680,000 4.50% Series U Preferred Units of limited partnership interest, or the Series U Preferred Units, with a liquidation preference of $25.00 per unit. In March 2016, the Company issued 680,000 Series U Preferred Units in conjunction with an acquisition. The Series U Preferred unitholders initially receive annual dividends of $1.125 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The annual dividend is subject to reduction upon the occurrence of certain circumstances set forth in the terms of the Series U Preferred Units. The minimum annual dividend is $0.75 per unit. The Series U Preferred Units can be redeemed at any time at par for cash at the option of the unitholder.
Through a consolidated subsidiary, we have authorized up to 109,161 3.50% Series A Preferred Units of limited partnership interest, or the Subsidiary Series A Preferred Units, with a liquidation preference of $1,000.00 per unit. In August 2015, the Company issued 109,161 Subsidiary Series A Preferred Units in conjunction with an acquisition. The Subsidiary Series A Preferred unitholders receive annual dividends of $35.00 per unit paid on a quarterly basis and dividends are cumulative, subject to certain provisions. The Subsidiary Series A Preferred Units can be redeemed at any time, at the option of the unitholder, either for cash or are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership interest, or the Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, at the option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Subsidiary Series B Preferred Unit. As of September 30, 2018, no Subsidiary Series B Preferred Units have been issued.
(1)Dividends are cumulative, subject to certain provisions.
(2)Units are redeemable at any time at par for cash at the option of the unitholder unless otherwise specified.
(3)If applicable, units are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) the amount shown in the table.
(4)Common units of limited partnership interest in the Operating Partnership issued in a conversion may be redeemed in exchange for our common stock on a 1-to-1 basis. The Series G Preferred Units also provide the holder with the right to require the Operating Partnership to repurchase the Series G Preferred Units for cash before January 31, 2022.
(5)All of the outstanding units were redeemed at par for cash by the unitholder during the six months ended June 30, 2019.
(6)The holder of the Series O preferred unit is entitled to quarterly dividends in an amount calculated as (i) 1,350 multiplied by (ii) the current distribution per common unit of limited partnership in SL Green Operating Partnership. The holder has the right to require the Operating Partnership to repurchase the Series O unit for cash at a price that is determined based on the closing price of the Company's common stock at the time such right is exercised. The unit's liquidation preference is the fair market value of the unit at the time of a liquidation event.
(7)The annual dividend is subject to reduction upon the occurrence of certain circumstances. The minimum annual dividend is $0.75 per unit.
(8)Issued through a consolidated subsidiary. The units are convertible on a one-for-one basis, into the Series B Preferred Units of limited partnership interest, or the Subsidiary Series B Preferred Units. The Subsidiary Series B Preferred Units can be converted at any time, at the option of the unitholder, into a number of common stock equal to 6.71348 shares of common stock for each Subsidiary Series B Preferred Unit. As of June 30, 2019, no Subsidiary Series B Preferred Units have been issued.
Below is a summary of the activity relating to the preferred units in the Operating Partnership for the ninesix months ended SeptemberJune 30, 20182019 and the twelve months ended December 31, 20172018 (in thousands):
 June 30, 2019 December 31, 2018
Balance at beginning of period$300,427
 $301,735
Issuance of preferred units1,000
 —
Redemption of preferred units(15,142) (1,308)
Balance at end of period$286,285
 $300,427
 September 30, 2018 December 31, 2017
Balance at beginning of period$301,735
 $302,010
Issuance of preferred units—
 —
Redemption of preferred units(450) (275)
Balance at end of period$301,285
 $301,735

12. Stockholders’ Equity of the Company
Common Stock
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of SeptemberJune 30, 2018, 85,593,8632019, 82,409,284 shares of common stock and no shares of excess stock were issued and outstanding.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


StockShare Repurchase Program
In August 2016, our Board of Directors approved a stockshare repurchase plan under which we can repurchasebuy up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized twothree separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, and the secondfourth quarter of 2018, bringing the total program totalsize to $2.0$2.5 billion.
At SeptemberJune 30, 2018,2019, repurchases executed under the plan were as follows:
PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 20178,342,411$101.648,342,411
Year ended 20189,744,911$96.2218,087,322
First quarter 2019397,783$86.0718,485,105
Second quarter 2019866,924$86.5819,352,029
PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions) (1)
Year ended 20178,342,411$101.648,342,411$1,152.0
First quarter 20183,653,928$97.0711,996,339$797.2
Second quarter 20183,479,552$97.2215,475,891$458.9
Third quarter 2018252,947$99.7515,728,838$433.6
(1)Reflective of $2.0 billion plan maximum as of September 30, 2018.


Perpetual Preferred Stock
We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at par for cash at our option. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2018, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively (dollars in thousands):
 Six Months Ended June 30,
 2019 2018
Shares of common stock issued2,995
 674
Dividend reinvestments/stock purchases under the DRSPP$263
 $64
 Nine Months Ended September 30,
 2018 2017
Shares of common stock issued1,183
 1,771
Dividend reinvestments/stock purchases under the DRSPP$64
 $185

Earnings per Share
We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


SL Green's earnings per share for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 are computed as follows (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
Numerator2018 2017 2018 20172019 2018 2019 2018
Basic Earnings:              
Income attributable to SL Green common stockholders$88,209
 $38,869
 $293,531
 $58,442
$161,103
 $103,556
 $204,895
 $205,322
Less: distributed earnings allocated to participating securities(125) (109) (371) (330)(128) (119) (257) (237)
Less: undistributed earnings allocated to participating securities(33) —
 (138) —
(164) (55) (115) (100)
Net income attributable to SL Green common stockholders (numerator for basic earnings per share)$88,051
 $38,760
 $293,022
 $58,112
$160,811
 $103,382
 $204,523
 $204,985
Add back: distributed earnings allocated to participating securities128
 119
 257
 237
Add back: undistributed earnings allocated to participating securities33
 —
 138
 —
164
 55
 115
 100
Add back: distributed earnings allocated to participating securities125
 109
 371
 330
Add back: Effect of dilutive securities (redemption of units to common shares)4,797
 1,812
 15,656
 2,707
8,310
 5,586
 10,587
 10,858
Income attributable to SL Green common stockholders (numerator for diluted earnings per share)$93,006
 $40,681
 $309,187
 $61,149
$169,413
 $109,142
 $215,482
 $216,180
 Three Months Ended June 30, Six Months Ended June 30,
Denominator2019 2018 2019 2018
Basic Shares:       
Weighted average common stock outstanding82,971
 87,176
 83,141
 88,772
Effect of Dilutive Securities:       
Operating Partnership units redeemable for common shares4,260
 4,706
 4,296
 4,695
Stock-based compensation plans167
 201
 169
 200
Diluted weighted average common stock outstanding87,398
 92,083
 87,606
 93,667
 Three Months Ended September 30, Nine Months Ended September 30,
Denominator2018 2017 2018 2017
Basic Shares:       
Weighted average common stock outstanding85,566
 97,783
 87,692
 99,431
Effect of Dilutive Securities:       
Operating Partnership units redeemable for common shares4,643
 4,543
 4,677
 4,570
Stock-based compensation plans219
 244
 211
 279
Diluted weighted average common stock outstanding90,428
 102,570
 92,580
 104,280

SL Green has excluded 941,6361,246,040 and 1,137,9711,241,778 common stock equivalents from the diluted shares outstanding for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, as they were anti-dilutive. SL Green has excluded 1,175,7081,158,317 and 1,076,6951,184,735 common stock equivalents from the diluted shares outstanding for the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively, as they were anti-dilutive.
13. Partners' Capital of the Operating Partnership
The Company is the sole managing general partner of the Operating Partnership and at SeptemberJune 30, 20182019 owned 85,593,86382,409,284 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income (loss) and distributions.
Limited Partner Units
As of SeptemberJune 30, 2018,2019, limited partners other than SL Green owned 5.10%4.91%, or 4,600,5214,258,835 common units, of the Operating Partnership.
Preferred Units
Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”
Earnings per Unit
The Operating Partnership's earnings per unit for the three and ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively, are computed as follows (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
Numerator2018
2017 2018 20172019
2018 2019 2018
Basic Earnings:              
Income attributable to SLGOP common unitholders$93,006
 $40,681
 $309,187
 $61,149
$169,413
 $109,142
 $215,482
 $216,180
Less: distributed earnings allocated to participating securities(125) (109) (371) (330)(128) (119) (257) (237)
Less: undistributed earnings allocated to participating securities(33) —
 (138) —
(164) (55) (115) (100)
Net Income attributable to SLGOP common unitholders (numerator for basic earnings per unit)$92,848
 $40,572
 $308,678
 $60,819
$169,121
 $108,968
 $215,110
 $215,843
Add back: distributed earnings allocated to participating securities128
 119
 257
 237
Add back: undistributed earnings allocated to participating securities33
 —
 138
 —
164
 55
 115
 100
Add back: distributed earnings allocated to participating securities125
 109
 371
 330
Income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)$93,006
 $40,681
 $309,187
 $61,149
$169,413
 $109,142
 $215,482
 $216,180
 Three Months Ended June 30, Six Months Ended June 30,
Denominator2019
2018 2019 2018
Basic units:       
Weighted average common units outstanding87,231
 91,882
 87,437
 93,467
Effect of Dilutive Securities:       
Stock-based compensation plans167
 201
 169
 200
Diluted weighted average common units outstanding87,398
 92,083
 87,606
 93,667
 Three Months Ended September 30, Nine Months Ended September 30,
Denominator2018
2017 2018 2017
Basic units:       
Weighted average common units outstanding90,209
 102,326
 92,369
 104,001
Effect of Dilutive Securities:       
Stock-based compensation plans219
 244
 211
 279
Diluted weighted average common units outstanding90,428
 102,570
 92,580
 104,280

The Operating Partnership has excluded 941,6361,246,040 and 1,137,9711,241,778 common unit equivalents from the diluted units outstanding for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, as they were anti-dilutive. The Operating Partnership has excluded 1,175,7081,158,317 and 1,076,6951,184,735 common unit equivalents from the diluted units outstanding for the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively, as they were anti-dilutive.
14. Share-based Compensation
We have stock-basedshare-based employee and director compensation plans. Our employees are compensated through the Operating Partnership. Under each plan, whenever the Company issues common or preferred stock, the Operating Partnership issues an equivalent number of units of limited partnership interest of a corresponding class to the Company.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)

Fourth Amended and Restated 2005 Stock Option and Incentive Plan
The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of directors in April 2016 and its stockholders in June 2016 at the Company's annual meeting of stockholders. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock, phantom shares, dividend equivalent rights, cash-based awards and other equity-based awards. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 27,030,000 fungible units may be granted under the 2005 Plan. Currently, different types of awards count against the limit on the number of fungible units differently, with (1) full-value awards (i.e., those that deliver the full value of the award upon vesting, such as restricted stock) counting as 3.74 Fungible Units per share subject to such awards, (2) stock options, stock appreciation rights and other awards that do not deliver full value and expire five years from the date of grant counting as 0.73 fungible units per share subject to such awards, and (3) all other awards (e.g., ten-year stock options) counting as 1.0 fungible units per share subject to such awards. Awards granted under the 2005 Plan prior to the approval of the fourth amendment and restatement in June 2016 continue to count against the fungible unit limit based on the ratios that were in effect at the time such awards were granted, which may be different than the current ratios. As a result, depending on the types of awards issued, the 2005 Plan may result in the issuance of more or less than 27,030,000 shares. If a stock option or other award granted under the 2005 Plan expires or terminates, the common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of our common stock distributed under the 2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously terminated by the Company's board of directors, new awards may be granted under the 2005 Plan until June 2, 2026, which is the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. As of SeptemberJune 30, 2018, 7.32019, 4.6 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Stock Options and Class O LTIP Units
Options are granted under the plan with an exercise price at the fair market value of the Company's common stock on the date of grant and, subject to employment, generally expire five or ten years from the date of grant, are not transferable other than on death, and generally vest in one to five years commencing one year from the date of grant. We have also granted Class O LTIP Units, which are a class of LTIP Units in the Operating Partnership structured to provide economics similar to those of stock options. Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of common units of the Operating Partnership per Class O LTIP Unit determined by the increase in value of a share of the Company’s common stock at the time of conversion over a participation threshold, which equals the fair market value of a share of the Company’s common stock at the time of grant. Class O LTIP Units are entitled to distributions, subject to vesting, equal per unit to 10% of the per unit distributions paid with respect to the common units of the Operating Partnership.
The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option pricing model based on historical information with the following weighted average assumptions for grants during the ninesix months ended SeptemberJune 30, 20182019 and the year ended December 31, 2017.2018. There were no grants during the six months ended June 30, 2019.
June 30, 2019December 31, 2018
Dividend yieldnone2.85%
Expected lifezero years3.5 years
Risk-free interest ratenone2.48%
Expected stock price volatilitynone22.00%

 September 30, 2018 December 31, 2017
Dividend yield2.85% 2.51%
Expected life3.5 years
 4.4 years
Risk-free interest rate2.48% 1.73%
Expected stock price volatility22.00% 28.10%


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


A summary of the status of the Company's stock options as of SeptemberJune 30, 20182019 and December 31, 2017,2018, and changes during the ninesix months ended SeptemberJune 30, 20182019 and year ended December 31, 20172018 are as follows:
 June 30, 2019 December 31, 2018
 Options Outstanding 
Weighted Average
Exercise Price
 Options Outstanding 
Weighted Average
Exercise Price
Balance at beginning of period1,137,017
 $103.54
 1,548,719
 $101.48
Granted—
 —
 6,000
 97.91
Exercised—
 —
 (316,302) 90.22
Lapsed or canceled(28,499) 112.58
 (101,400) 113.22
Balance at end of period1,108,518
 $103.31
 1,137,017
 $103.54
Options exercisable at end of period975,045
 $102.77
 783,035
 $101.28
Total fair value of options granted during the period$—
  
 $84,068
  
 September 30, 2018 December 31, 2017
 Options Outstanding 
Weighted Average
Exercise Price
 Options Outstanding 
Weighted Average
Exercise Price
Balance at beginning of period1,548,719
 $101.48
 1,737,213
 $98.44
Granted6,000
 97.91
 174,000
 105.66
Exercised(167,868) 90.54
 (292,193) 81.07
Lapsed or canceled(90,199) 114.34
 (70,301) 121.68
Balance at end of period1,296,652
 $101.98
 1,548,719
 $101.48
Options exercisable at end of period931,169
 $99.41
 800,902
 $94.33
Total fair value of options granted during the period$84,068
  
 $3,816,652
  

All options were granted with strike prices ranging from $20.67 to $137.18. The remaining weighted average contractual life of the options outstanding was 3.33.0 years and the remaining average contractual life of the options exercisable was 3.33.0 years.
During the three and ninesix months ended SeptemberJune 30, 2019, we recognized compensation expense for these options of $0.6 million and $1.2 million, respectively. During the three and six months ended June 30, 2018, we recognized compensation expense for these options of $1.1$1.6 million and $4.3 million, respectively. During the three and nine months ended September 30, 2017, we recognized compensation expense for these options of $2.0 million and $5.9$3.2 million, respectively.
As of SeptemberJune 30, 2018,2019, there was $3.7$1.3 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.00.6 years.
Stock-based CompensationRestricted Shares
Effective January 1, 1999, the Company implemented a deferred compensation plan, or the Deferred Plan, where shares issued under the Deferred Plan wereShares are granted to certain employees, including our executives and vesting will occur annually upon the completion of a service period or our meeting established financial performance criteria. Annual vesting occurs at rates ranging from 15% to 35% once performance criteria are reached.
A summary of the Company's restricted stock as of SeptemberJune 30, 20182019 and December 31, 20172018 and charges during the ninesix months ended SeptemberJune 30, 20182019 and the year ended December 31, 2017,2018, are as follows:
 June 30, 2019 December 31, 2018
Balance at beginning of period3,452,016
 3,298,216
Granted6,000
 162,900
Canceled(7,700) (9,100)
Balance at end of period3,450,316
 3,452,016
Vested during the period111,374
 92,114
Compensation expense recorded$6,332,168
 $12,757,704
Total fair value of restricted stock granted during the period$474,480
 $13,440,503
 September 30, 2018 December 31, 2017
Balance at beginning of period3,298,216
 3,202,031
Granted11,700
 96,185
Canceled(9,100) —
Balance at end of period3,300,816
 3,298,216
Vested during the period92,114
 95,736
Compensation expense recorded$9,441,158
 $9,809,749
Total fair value of restricted stock granted during the period$1,222,031
 $9,905,986

The fair value of restricted stock that vested during the ninesix months ended SeptemberJune 30, 20182019 and the year ended December 31, 20172018 was $9.8$12.0 million and $9.4$9.8 million, respectively. As of SeptemberJune 30, 20182019 there was $13.4$16.6 million of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 1.81.9 years.
For the three and nine months ended September 30, 2018, $1.6 million and $4.7 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options. For the three and nine months ended September 30, 2017 $1.4 million and $5.0 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.
We granted LTIP Units, which include bonus, time-based and performance basedperformance-based awards, with a fair value of $20.6$41.6 million and $20.5$22.0 million as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively. The grant date fair value of the LTIP Unit awards was calculated in accordance with ASC 718. A third party consultant determined the fair value of the LTIP Units to have a discount

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

from our common stock price. The discount was calculated by considering the inherent uncertainty that the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of SeptemberJune 30, 2018,2019, there was $5.2$25.5 million of total unrecognized compensation expense related to the time-based and performance based awards, which is expected to be recognized over a weighted average period of 1.0 year.2.5 years.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

During the three and ninesix months ended SeptemberJune 30, 2019, we recorded compensation expense related to bonus, time-based and performance based awards of $3.0 million and $11.0 million, respectively. During the three and six months ended June 30, 2018, we recorded compensation expense related to bonus, time-based and performance based awards of $2.3 million and $11.4$9.1 million, respectively. During
For the three and ninesix months ended SeptemberJune 30, 2017 we recorded2019, $0.5 million and $0.9 million, respectively, was capitalized to assets associated with compensation expense related to bonus, time-basedour long-term compensation plans, restricted stock and performance based awards of $2.5 million and $15.1 million, respectively.
2014 Outperformance Plan
In August 2014, the compensation committee of the Company's board of directors approved the general terms of the SL Green Realty Corp. 2014 Outperformance Plan, or the 2014 Outperformance Plan. Participants in the 2014 Outperformance Plan could earn, in the aggregate, up to 610,000 LTIP Units in our Operating Partnership based on our total return to stockholders for the three-year period beginning September 1, 2014. Under the 2014 Outperformance Plan, two-thirds of the LTIP Units were subject to performance based vesting based on the Company’s absolute total return to stockholders and one-third of the LTIP Units were subject to performance based vesting based on relative total return to stockholders compared to the constituents of the MSCI REIT Index. LTIP Units earned under the 2014 Outperformance Plan were to be subject to continued vesting requirements, with 50% of any awards earned vesting on August 31, 2017 and the remaining 50% vesting on August 31, 2018, subject to continued employment with us through such dates. Participants were not entitled to distributions with respect to LTIP Units granted under the 2014 Outperformance Plan unless and until they are earned. If LTIP Units were earned, each participant would have been entitled to the distributions that would have been paid had the number of earned LTIP Units been issued at the beginning of the performance period, with such distributions being paid in the form of cash or additional LTIP Units. Thereafter, distributions were to be paid currently with respect to all earned LTIP Units, whether vested or unvested.
Based on our performance, none of the LTIP Units granted under the 2014 Outperformance Plan were earned pursuant to the terms of the 2014 Outperformance Plan, and all units issued were forfeited in 2017.
The cost of the 2014 Outperformance Plan ($27.9 million, subject to forfeitures), based on the portion of the 2014 Outperformance Plan granted prior to termination, was amortized into earnings through December 31, 2017. We recorded no compensation expense forstock options. For the three and ninesix months ended SeptemberJune 30, 2018, $1.6 million and $3.2 million, respectively, was capitalized to assets associated with compensation expense related to the 2014 Outperformance Plan. We recordedour long-term compensation expense of $1.9 millionplans, restricted stock and $8.2 million for the three and nine months ended September 30, 2017, respectively, related to the 2014 Outperformance Plan.stock options.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.
During the ninesix months ended SeptemberJune 30, 2018, 12,5412019, 15,664 phantom stock units and 9,3949,791 shares of common stock were issued to our board of directors. We recorded compensation expense of $0.1$0.2 million and $2.2$2.1 million during the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, related to the Deferred Compensation Plan. We recorded compensation expense of $0.1 million and $2.2$2.1 million during the three and ninesix months ended SeptemberJune 30, 2017,2018, respectively, related to the Deferred Compensation Plan.
As of SeptemberJune 30, 2018,2019, there were 112,394125,942 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.

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

Employee Stock Purchase Plan
In 2007, the Company's board of directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to encourage our employees to increase their efforts to make our business more successful by providing equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of SeptemberJune 30, 2018, 112,8152019, 123,735 shares of our common stock had been issued under the ESPP.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

15. Accumulated Other Comprehensive (Loss) Income
The following tables set forth the changes in accumulated other comprehensive (loss) income (loss) by component as of SeptemberJune 30, 20182019 (in thousands):
Net unrealized gain on derivative instruments (1)
 
SL Green’s share
of joint venture
net unrealized gain
on derivative
instruments (2)
 Net unrealized gain on marketable securities Total
Net unrealized gain (loss) on derivative instruments (1)
 
SL Green’s share
of joint venture
net unrealized gain (loss)
on derivative
instruments (2)
 Net unrealized gain on marketable securities Total
Balance at December 31, 2017$12,542
 $5,020
 $1,042
 $18,604
Balance at December 31, 2018$9,716
 $4,299
 $1,093
 $15,108
Other comprehensive (loss) income before reclassifications11,876
 6,266
 (44) 18,098
(31,716) (11,088) 1,276
 (41,528)
Amounts reclassified from accumulated other comprehensive income(36) (367) —
 (403)(965) (1,010) —
 (1,975)
Balance at September 30, 2018$24,382
 $10,919
 $998
 $36,299
Balance at June 30, 2019$(22,965) $(7,799) $2,369
 $(28,395)
(1)Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, 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 $1.8$0.3 million and $3.2$1.3 million, respectively.
(2)Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net (loss) income from unconsolidated joint ventures in the respective consolidated statements of operations.
16. Fair Value Measurements
We are required to disclose fair value information with regard to our financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The FASB guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We measure and/or disclose the estimated fair value of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. This hierarchy consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


The following tables set forth the assets and liabilities that we measure at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at SeptemberJune 30, 20182019 and December 31, 20172018 (in thousands):
September 30, 2018June 30, 2019
Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Assets:              
Marketable securities$28,538
 $—
 $28,538
 $—
$29,978
 $—
 $29,978
 $—
Interest rate cap and swap agreements (included in other assets)$27,547
 $—
 $27,547
 $—
$5,683
 $—
 $5,683
 $—
Liabilities:       
Interest rate cap and swap agreements (included in other liabilities)$29,529
 $—
 $29,529
 $—
 December 31, 2018
 Total Level 1 Level 2 Level 3
Assets:       
Marketable securities$28,638
 $—
 $28,638
 $—
Interest rate cap and swap agreements (included in other assets)$18,676
 $—
 $18,676
 $—
Liabilities:       
Interest rate cap and swap agreements (included in other liabilities)$7,663
 $—
 $7,663
 $—
 December 31, 2017
 Total Level 1 Level 2 Level 3
Assets:       
Marketable securities$28,579
 $—
 $28,579
 $—
Interest rate cap and swap agreements (included in other assets)$16,692
 $—
 $16,692
 $—

We determine other than temporary impairment in real estate investments and debt and preferred equity investments, including intangibles primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. All of which are classified as Level 3 inputs.
In May 2018, the Company was the successful bidder at the foreclosure of 2 Herald Square, at which time the Company's $250.5 million outstanding principal balance and $7.7 million accrued interest balance receivables were credited to our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. This resulted in the recognition of a fair value adjustment of $8.1 million, which is reflected on the Company's consolidated statement of operations within purchase price and other fair value adjustments. This fair value was determined by utilizing our successful bid at the foreclosure of the asset, the agreement to sell a partial interest in the property, and cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as a sales comparison approach, which utilizes comparable sales, listings and sales contracts, all of which are classified as Level 3 inputs.
In January 2018, the partnership agreement for our investment in 919 Third Avenue was modified resulting in the Company no longer having a controlling interest in this investment. As a result the investment was deconsolidated as of January 1, 2018. The Company recorded its non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was determined using a third party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. All of which are classified as Level 3 inputs.
Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model driven valuations using the significant inputs derived from or corroborated by observable market data. Marketable securities in an unrealized loss position are not considered to be other than temporarily impaired. We do not intend to sell these securities and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases.
The fair value of derivative instruments is based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well-recognized financial principles and reasonable estimates about relevant future market conditions, which are classified as Level 2 inputs.
The financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, debt and preferred equity investments, mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated balance sheets approximates fair value due to the short term nature of these instruments. The fair value of debt and preferred equity investments, which is classified as Level 3, is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings. The fair value of borrowings, which

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

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

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

The following table provides the carrying value and fair value of these financial instruments as of SeptemberJune 30, 20182019 and December 31, 20172018 (in thousands):
September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
Carrying Value (1)
 Fair Value 
Carrying Value (1)
 Fair Value
Carrying Value (1)
 Fair Value 
Carrying Value (1)
 Fair Value
              
Debt and preferred equity investments$1,977,057
 
(2) 
 $2,114,041
 
(2) 
$2,228,912
 
(2) 
 $2,099,393
 
(2) 
              
Fixed rate debt$3,506,466
 $3,516,292
 $4,305,165
 $4,421,866
$3,540,487
 $3,630,147
 $3,543,476
 $3,230,127
Variable rate debt2,126,550
 2,149,406
 1,605,431
 1,612,224
2,599,725
 2,612,513
 2,048,442
 2,057,966
$5,633,016
 $5,665,698
 $5,910,596
 $6,034,090
$6,140,212
 $6,242,660
 $5,591,918
 $5,288,093
(1)Amounts exclude net deferred financing costs.
(2)At SeptemberJune 30, 2018,2019, debt and preferred equity investments had an estimated fair value ranging between $2.0$2.2 billion and $2.2$2.5 billion. At December 31, 2017,2018, debt and preferred equity investments had an estimated fair value ranging between $2.1 billion and $2.3 billion.


Disclosure about fair value of financial instruments was based on pertinent information available to us as of SeptemberJune 30, 20182019 and December 31, 2017.2018. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
17. Financial Instruments: Derivatives and Hedging
In the normal course of business, we use a variety of commonly used derivative instruments, such as interest rate swaps, caps, collar and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows. Currently, all of our designated derivative instruments are effective hedging instruments.
The following table summarizes the notional value at inception and fair value of our consolidated derivative financial instruments at SeptemberJune 30, 20182019 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (amounts(dollars in thousands).
 
Notional
Value
 
Strike
Rate
 
Effective
Date
 
Expiration
Date
 Balance Sheet Location 
Fair
Value
Interest Rate Cap$137,500
 4.000% September 2017 September 2019 Other Assets $—
Interest Rate Cap111,869
 3.500% November 2018 December 2019 Other Assets —
Interest Rate Cap300,000
 3.750% May 2019 May 2020 Other Assets —
Interest Rate Swap100,000
 1.928% December 2017 November 2020 Other Liabilities (253)
Interest Rate Swap100,000
 1.934% December 2017 November 2020 Other Liabilities (261)
Interest Rate Cap85,000
 4.000% March 2019 March 2021 Other Assets 1
Interest Rate Swap200,000
 1.131% July 2016 July 2023 Other Assets 3,866
Interest Rate Swap100,000
 1.161% July 2016 July 2023 Other Assets 1,816
Interest Rate Swap150,000
 2.696% January 2019 January 2024 Other Liabilities (6,923)
Interest Rate Swap150,000
 2.721% January 2019 January 2026 Other Liabilities (9,404)
Interest Rate Swap200,000
 2.740% January 2019 January 2026 Other Liabilities (12,688)
           $(23,846)
 
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 $15,924
Interest Rate Swap100,000
 1.161% July 2016 July 2023 Other Assets 7,829
Interest Rate Cap137,500
 4.000% September 2017 September 2019 Other Assets 1
Interest Rate Swap100,000
 1.928% December 2017 November 2020 Other Assets 1,901
Interest Rate Swap100,000
 1.934% December 2017 November 2020 Other Assets 1,892
           $27,547

During the three months ended SeptemberJune 30, 2019, we recorded a loss on the changes in the fair value of $0.1 million, which is included in interest expense in the consolidated statements of operations. During the six months ended June 30, 2019, we recorded a loss on the changes in the fair value of $0.1 million, which is included in interest expense in the consolidated statements of

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

operations. During the three months ended June 30, 2018, we recorded a loss on the changes in the fair value of $0.1 million, which is included in interest expense in the consolidated statements of operations. During the ninesix months ended SeptemberJune 30, 2018, we recorded a loss on the changes in the fair value of $0.4$0.3 million, which is included in interest expense in the consolidated statements of operations. During both the three and nine months ended September 30, 2017, we recorded a loss on the changes in the fair value of $0.1 million, which is included in interest expense in the consolidated statements of operations.

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

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of SeptemberJune 30, 2018,2019, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was zero.$29.6 million. As of SeptemberJune 30, 2018,2019, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of zero$30.5 million at SeptemberJune 30, 2018.2019.
Gains and losses on terminated hedges are included in accumulated other comprehensive income, and are recognized into earnings over the term of the related mortgage obligation. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive income will be reclassified into earnings as an adjustment to interest expense in the same periods in which the hedged interest payments affect earnings. We estimate that $3.7$3.9 million of the current balance held in accumulated other comprehensive incomeloss will be reclassified into interest expense and $1.9$2.2 million of the portion related to our share of joint venture accumulated other comprehensive incomeloss will be reclassified into equity in net income from unconsolidated joint ventures within the next 12 months.
The following table presents the effect of our derivative financial instruments and our share of our joint ventures' derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the three months ended SeptemberJune 30, 20182019 and 2017,2018, respectively (in thousands):
 
Amount of Gain (Loss)
Recognized in
Other Comprehensive
Loss
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss into Income


Three Months Ended June 30,

Three Months Ended June 30,
Derivative
2019
2018

2019
2018
Interest Rate Swaps/Caps
$(20,876) $3,116

Interest expense
$456
 $79
Share of unconsolidated joint ventures' derivative instruments
(4,157) 1,092

Equity in net income from unconsolidated joint ventures
536
 185


$(25,033)
$4,208



$992

$264
 
Amount of Gain (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss  into Income
(Effective Portion)
Location of Gain (Loss) Recognized in Income on Derivative
Amount of Gain (Loss)
Recognized into Income
(Ineffective Portion)


Three Months Ended September 30,

Three Months Ended September 30,

Three Months Ended September 30,
Derivative
2018
2017

2018
2017

2018
2017
Interest Rate Swaps/Caps
$2,207
 $(304)
Interest expense
$295
 $(85)
Interest expense
$19
 $4
Share of unconsolidated joint ventures' derivative instruments
2,263
 (290)
Equity in net income from unconsolidated joint ventures
238
 (185)
Equity in net income from unconsolidated joint ventures
16
 (48)


$4,470

$(594)


$533

$(270)


$35

$(44)

The following table presents the effect of our derivative financial instruments and our share of our joint ventures' derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively (in thousands):
  Amount of Gain (Loss)
Recognized in
Other Comprehensive
Loss		 Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss into Income
  Six Months Ended June 30,  Six Months Ended June 30,
Derivative 2019 2018  2019 2018
Interest Rate Swaps/Caps $(32,839) $10,398
 Interest expense $991
 $(241)
Share of unconsolidated joint ventures' derivative instruments (9,526) 4,405
 Equity in net income from unconsolidated joint ventures 905
 273
  $(42,365) $14,803
   $1,896
 $32

  
Amount of Gain (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
 Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income 
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive Loss  into Income
(Effective Portion)
 Location of Gain (Loss) Recognized in Income on Derivative 
Amount of Gain (Loss)
Recognized into Income
(Ineffective Portion)
  Nine Months Ended September 30,  Nine Months Ended September 30,  Nine Months Ended September 30,
Derivative 2018 2017  2018 2017  2018 2017
Interest Rate Swaps/Caps $12,605
 $(5,477) Interest expense $42
 $(1,583) Interest expense $7
 $(4)
Share of unconsolidated joint ventures' derivative instruments 6,668
 (1,277) Equity in net income from unconsolidated joint ventures 392
 (876) Equity in net income from unconsolidated joint ventures (103) (109)
  $19,273
 $(6,754)   $434
 $(2,459)   $(96) $(113)




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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


18. Rental Income
The Operating Partnership is the lessor and the sublessor to tenants under operating leases with expiration dates ranging from July 1, 2019 to 2064. The minimum rental amounts due under the leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse us for increases in certain operating costs and real estate taxes above their base year costs. Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at June 30, 2019 for the consolidated properties, including consolidated joint venture properties, and our share of unconsolidated joint venture properties, are as follows (in thousands):
  
Consolidated
Properties
 
Unconsolidated
Properties
Remaining 2019 $429,598
 $173,809
2020 806,444
 373,884
2021 664,107
 381,155
2022 602,660
 364,189
2023 537,219
 337,150
2024 495,359
 309,479
Thereafter 3,095,390
 1,840,974
  $6,630,777
 $3,780,640

As of December 31, 2018, under ASC 840, approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases for the consolidated properties, including consolidated joint venture properties, and our share of unconsolidated joint venture properties are as follows (in thousands):
  
Consolidated
Properties
 
Unconsolidated
Properties
2019 $830,336
 $348,060
2020 765,610
 375,228
2021 625,956
 380,886
2022 562,250
 348,222
2023 500,499
 333,501
Thereafter 3,272,014
 2,098,995
  $6,556,665
 $3,884,892

The components of lease revenues were as follows (in thousands):
  Three Months Ended  
 June 30, 2019		 Three Months Ended  
 June 30, 2018		 Six Months Ended 
 June 30, 2019		 Six Months Ended 
 June 30, 2018
Fixed lease payments $215,295
 $209,565
 $426,725
 $422,572
Variable lease payments 28,479
 27,052
 55,958
 53,451
Total lease payments $243,774
 $236,617
 $482,683
 $476,023
Amortization of acquired above and below-market leases 1,185
 1,804
 2,394
 4,166
Total rental revenue $244,959
 $238,421
 $485,077
 $480,189

19. Commitments and Contingencies
Legal Proceedings
As of SeptemberJune 30, 2018,2019, the Company and the Operating Partnership were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined could have a material adverse impact on us.

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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
June 30, 2019
(unaudited)

Environmental Matters
Our management believes that the properties are in compliance in all material respects with applicable Federal, state and local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.
CapitalGround Lease Arrangements
We are a tenant under ground leases for certain properties. The leases range in term from three to 95 years, with certain leases offering extension options which we assess against relevant economic factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that we are reasonably certain will be exercised, if any, are included in the measurement of the corresponding lease liability and Ground Leases Arrangementsright of use asset.
The following is a schedule of future minimum lease payments under capitalfinancing leases and non-cancellable operating leases with initial terms in excess of one year as of SeptemberJune 30, 20182019 (in thousands):
  Financing leases 
Operating leases (1)
Remaining 2019 $1,218
 $15,576
2020 2,619
 31,508
2021 2,794
 31,702
2022 2,794
 29,548
2023 2,794
 27,243
2024 2,819
 27,263
Thereafter 814,283
 649,289
Total minimum lease payments $829,321
 $812,129
Amount representing interest (785,287)  
Amount discounted using incremental borrowing rate   (424,527)
Lease liabilities $44,034
 $387,602
  Capital lease 
Non-cancellable
operating leases
Remaining 2018 $2,662
 $8,959
2019 10,825
 35,943
2020 11,244
 36,435
2021 11,634
 36,752
2022 11,855
 34,724
2023 12,082
 32,549
Thereafter 1,391,066
 1,008,779
Total minimum lease payments $1,451,368
 $1,194,141
Amount representing interest (1,142,418)  
Amount classified within liabilities held for sale (1)
 (265,534)  
Capital lease obligations $43,416
  

(1)RelatedAs of June 30, 2019, the total minimum sublease rentals to be received in the ground lease at 2 Herald Square, whichfuture under non-cancelable subleases is under contract for sale of a joint venture interest and has been classified as held for sale as of September 30, 2018.$1.7 billion.
During the six months ended June 30, 2019, we recognized $2.2 million of financing lease costs, of which $1.6 million represented interest and $0.6 million represented amortization of the right-of-use assets. These amounts are included in interest expense, net of interest income and depreciation and amortization in our consolidated statements of operations, respectively. During the six months ended June 30, 2019, we recognized $16.6 million of operating lease costs, which is calculated on a straight-line basis over the remaining lease terms. This amount is included in operating lease rent in our consolidated statements of operations. As of June 30, 2019, the weighted-average discount rate used to calculate the lease liabilities was 8.46%. As of June 30, 2019, the weighted-average remaining lease term was 67 years.
19.20. Segment Information
The Company has two reportable segments, real estate and debt and preferred equity investments. We evaluate real estate performance and allocate resources based on earnings contribution to income from continuing operations.contributions.
The primary sources of revenue are generated from tenant rents and escalations and reimbursement revenue. Real estate property operating expenses consist primarily of security, maintenance, utility costs, insurance, real estate taxes and ground rent expense (at certain applicable properties). See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity investments.
Selected consolidated results of operations for the three and ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, and selected asset information as of SeptemberJune 30, 20182019 and December 31, 2017,2018, regarding our operating segments are as follows (in thousands):


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SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
SeptemberJune 30, 20182019
(unaudited)


  Real Estate Segment Debt and Preferred Equity Segment Total Company
Total revenues      
Three months ended:      
June 30, 2019 $261,406
 $51,618
 $313,024
June 30, 2018 251,843
 49,273
 301,116
Six months ended:      
June 30, 2019 515,630
 101,649
 617,279
June 30, 2018 508,248
 94,563
 602,811
Net income     

Three months ended:     

June 30, 2019 $140,934
 $32,807
 $173,741
June 30, 2018 81,755
 34,144
 115,899
Six months ended:      
June 30, 2019 162,506
 64,004
 226,510
June 30, 2018 161,790
 67,932
 229,722
Total assets     

As of:     

June 30, 2019 $11,308,533
 $2,321,408
 $13,629,941
December 31, 2018 10,481,594
 2,269,764
 12,751,358

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

Three months ended:     

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

As of:     

September 30, 2018 $11,256,296
 $2,198,708
 $13,455,004
December 31, 2017 11,631,290
 2,351,614
 13,982,904
Interest costs for the debt and preferred equity segment include actual costs incurred for borrowings on the 2016 MRA and 2017 MRA. Interest is imputed on the investments that do not collateralize the 2016 MRA or 2017 MRA using our weighted average corporate borrowing cost. We also allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment. We do not allocate marketing, general and administrative expenses to the debt and preferred equity segment since the use of personnel and resources is dependent on transaction volume between the two segments and varies period over period. In addition, we base performance on the individual segments prior to allocating marketing, general and administrative expenses. For the three and ninesix months ended SeptemberJune 30, 2018,2019 marketing, general and administrative expenses totaled $20.6$25.5 million and $66.6$51.5 million, respectively. For the three and ninesix months ended SeptemberJune 30, 2017,2018 marketing, general and administrative expenses totaled $24.0$22.5 million and $72.4$46.0 million, respectively. All other expenses, except interest, relate entirely to the real estate assets.
There were no transactions between the above two segments.


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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the acquisition, development, ownership, management and operation of commercial and residential real estate properties, principally office properties, located in the New York metropolitan area. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
Reckson Associates Realty Corp., or Reckson, and Reckson Operating Partnership, L.P. or ROP, are wholly-owned subsidiaries of the SL Green Realty Corp.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report on this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017.2018.
As of SeptemberJune 30, 2018,2019, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
 Consolidated Unconsolidated Total   Consolidated Unconsolidated Total  
Location Property
Type		 Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) 
Weighted Average Occupancy(1) (unaudited)
 Property
Type		 Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) Number of Properties Approximate Square Feet (unaudited) 
Weighted Average Occupancy(1) (unaudited)
Commercial:Commercial:              Commercial:              
Manhattan Office 21
(2)12,756,091
 10
 11,491,164
 31
 24,247,255
 94.5% Office 20

12,387,091
 10
 11,216,183
 30
 23,603,274
 93.8%
 Retail 5
(3)312,623
 9
 352,174
 14
 664,797
 98.4% Retail 7
(2)325,648
 7
 283,832
 14
 609,480
 98.9%
 Development/Redevelopment 7
 308,945
 2
 347,000
 9
 655,945
 40.1% Development/Redevelopment 6
 870,173
 1
 —
 7
 870,173
 78.6%
 Fee Interest —
 —
 1
 —
 1
 —
 —% Fee Interest —
 —
 1
 —
 1
 —
 —%
 33
 13,377,659
 22
 12,190,338
 55
 25,567,997
 93.2% 33
 13,582,912
 19
 11,500,015
 52
 25,082,927
 93.4%
Suburban Office 13

2,295,200
 —
 —
 13
 2,295,200
 91.6% Office 13

2,295,200
 —
 —
 13
 2,295,200
 90.0%
 Retail 1
 52,000
 —
 —
 1
 52,000
 100.0% Retail 1
 52,000
 —
 —
 1
 52,000
 100.0%
 Development/Redevelopment 1
 1,000
 —
 —
 1
 1,000
 —% Development/Redevelopment 1
 1,000
 —
 —
 1
 1,000
 —%
 15
 2,348,200
 —
 —
 15
 2,348,200
 91.7% 15
 2,348,200
 —
 —
 15
 2,348,200
 90.2%
Total commercial propertiesTotal commercial properties 48
 15,725,859
 22
 12,190,338
 70
 27,916,197
 93.1%Total commercial properties 48
 15,931,112
 19
 11,500,015
 67
 27,431,127
 93.1%
Residential:                            
Manhattan Residential 4
(3)(4)511,097
 10
 2,156,751
 14
 2,667,848
 92.4% Residential 2
(2)445,105
 8
 1,663,774
 10
 2,108,879
 94.5%
Suburban Residential —
 —
 —
 —
 —
 —
 —% Residential —
 —
 —
 —
 —
 —
 —%
Total residential propertiesTotal residential properties 4
 511,097
 10
 2,156,751
 14
 2,667,848
 92.4%Total residential properties 2
 445,105
 8
 1,663,774
 10
 2,108,879
 94.5%
Total portfolioTotal portfolio 52
 16,236,956
 32
 14,347,089
 84
 30,584,045
 93.0%Total portfolio 50
 16,376,217
 27
 13,163,789
 77
 29,540,006
 93.2%
(1)The weighted average occupancy for commercial properties represents the total occupied square feetfootage divided by the total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by the total available units.
(2)Includes 2 Herald Square, which is under contract for sale of a joint venture interest and has been classified as held for sale as of September 30, 2018.
(3)As of SeptemberJune 30, 2018,2019, we owned a building at 315 West 33rd Street, also known as The Olivia, that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included this building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
(4)Includes the Upper East Side Residential Assemblage and 1231 Third Avenue, which are classified as held for sale at September 30, 2018.
As of SeptemberJune 30, 2018,2019, we also managed an approximately 336,000 square foot (unaudited)two office buildingbuildings owned by a third partyparties encompassing approximately 2.1 million square feet (unaudited), and held debt and preferred equity investments with a book value of $2.1$2.3 billion, including $0.1 billion of debt and preferred equity investments and other financing receivables that are included in other balance sheet line items other than the Debt and Preferred Equity Investments line item.



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Critical Accounting Policies
Refer to the 20172018 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting policies, which include investment in commercial real estate properties, investment in unconsolidated joint ventures, revenue recognition, allowance for doubtful accounts, reserve for possible credit losses and derivative instruments. There have beenDuring the three and six months ended June 30, 2019, there were no material changes to these accounting policies, duringother than the threeadoption of the Accounting Standards Codification Topic 842, Leases, described in Note 2 - Significant Accounting Policies and nine months ended September 30, 2018.Note 19 - Commitments and Contingencies to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.


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Reconciliation of Net Income to Same-Store Operating Income
We present Same-Store Operating Income because we believe that this measure, when taken together with the corresponding GAAP financial measures and our reconciliation, provides investors with meaningful information regarding the operating performance of our properties. When operating performance is compared across multiple periods, the investor is provided with information not immediately apparent from net income that is determined in accordance with GAAP. Same-Store Operating Income provides information on trends in the revenue generated and expenses incurred in operating our properties, unaffected by the cost of leverage, depreciation, amortization, and other net income components. We use this metric internally as a performance measure. This measure is not an alternative to net income (determinedthat is determined in accordance with GAAP)GAAP and same-store performance should not be considered an alternative to GAAP net income performance. This metric may be defined differently, and may not be comparable, to similarly named metrics used by other companies.
For properties owned since January 1, 20172018 and still owned and operated at SeptemberJune 30, 2018,2019, Same-Store Operating Income is determined as follows (in millions):
 Three months ended Nine months ended Three months ended Six months ended
 September 30, September 30, June 30, June 30,
(in millions) 2018 2017 2018 2017 2019 2018 2019 2018
Net income $99.5
 $45.8
 $329.2
 $62.7
 $173.7
 $115.9
 $226.5
 $229.7
Loss (gain) on sale of real estate, net —
 14.8
 1.0
 (8.7)
Equity in net gain on sale of interest in unconsolidated joint venture/real estate (70.9) (1.0) (136.5) (16.2) (59.0) (72.0) (76.2) (65.6)
Purchase price and other fair value adjustments 3.1
 —
 (57.4) —
 (67.6) (11.1) (65.6) (60.4)
Loss (gain) on sale of real estate, net 2.5
 —
 (6.2) 3.3
Depreciable real estate reserves 6.7
 —
 6.7
 85.3
Loss on early extinguishment of debt 2.2
 —
 2.2
 —
Gain on sale of investment in marketable securities —
 —
 —
 (3.3)
Depreciation and amortization 70.7
 91.7
 208.0
 318.9
 69.5
 67.9
 137.8
 137.3
Interest expense, net of interest income 55.2
 65.6
 156.7
 196.1
 47.2
 53.6
 97.7
 101.5
Amortization of deferred financing costs 2.6
 4.0
 9.7
 12.2
 2.7
 3.5
 5.5
 7.1
Loss on early extinguishment of debt (2.2) —
 (2.2) —
Operating income 169.4
 206.1
 510.2
 659.0
 166.5
 172.6
 326.7
 340.9
Less: Operating income from other properties/affiliates (34.5) (79.0) (110.7) (270.8) (27.7) (38.1) (57.6) (76.1)
Same-store operating income $134.9
 $127.1
 $399.5
 $388.2
 $138.8
 $134.5
 $269.1
 $264.8


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Results of Operations
Comparison of the three months ended SeptemberJune 30, 20182019 to the three months ended SeptemberJune 30, 20172018
The following comparison for the three months ended SeptemberJune 30, 2018,2019, or 2018,2019, to the three months ended SeptemberJune 30, 2017,2018, or 2017,2018, makes reference to the effect of the following:
i.
“Same-Store Properties,” which represents all operating properties owned by us at January 1, 20172018 and still owned by us in the same manner at SeptemberJune 30, 20182019 (Same-Store Properties totaled40 of our 5250 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2019 and 2018 and 2017 andall non-Same-Store Properties, including properties that are under development or redevelopment,
iii."Disposed Properties"Properties," which represents all properties sold as well asor interests in properties sold or partially sold in 20182019 and 2017,2018, and
iv.“Other,” which represents properties that were partiallywhere we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
 Same-Store Disposed Other Consolidated Same-Store Disposed Other Consolidated
(in millions) 2018 2017 
$
Change
 
%
Change
 2018 2017 2018 2017 2018 2017 
$
Change
 
%
Change
 2019 2018 
$
Change
 
%
Change
 2019 2018 2019 2018 2019 2018 
$
Change
 
%
Change
Rental revenue $210.7
 $204.2
 $6.5
 3.2 % $0.4
 $14.1
 $10.7
 $56.5
 $221.8
 $274.8
 $(53.0) (19.3)% $240.1
 $232.0
 $8.1
 3.5 % $—
 $4.3
 $4.9
 $2.1
 $245.0
 $238.4
 $6.6
 2.8 %
Escalation and reimbursement 28.9
 27.1
 1.8
 6.6 % 0.1
 1.2
 0.1
 16.4
 29.1
 44.7
 (15.6) (34.9)%
Investment income —
 —
 —
 — % —
 —
 49.0
 47.8
 49.0
 47.8
 1.2
 2.5 % —
 —
 —
 — % —
 —
 51.6
 49.3
 51.6
 49.3
 2.3
 4.7 %
Other income 1.3
 1.6
 (0.3) (18.8)% (0.6) 0.1
 7.0
 5.6
 7.7
 7.3
 0.4
 5.5 % 4.5
 5.1
 (0.6) (11.8)% —
 2.1
 11.9
 6.2
 16.4
 13.4
 3.0
 22.4 %
Total revenues 240.9
 232.9
 8.0
 3.4 % (0.1) 15.4
 66.8
 126.3
 307.6
 374.6
 (67.0) (17.9)% 244.6
 237.1
 7.5
 3.2 % —
 6.4
 68.4
 57.6
 313.0
 301.1
 11.9
 4.0 %
                                                
Property operating expenses 106.0
 105.8
 0.2
 0.2 % 0.3
 7.1
 8.8
 35.5
 115.1
 148.4
 (33.3) (22.4)% 105.8
 102.6
 3.2
 3.1 % 0.1
 2.2
 7.3
 5.5
 113.2
 110.3
 2.9
 2.6 %
Transaction related costs —
 —
 —
 — % —
 —
 0.2
 0.2
 0.2
 0.2
 —
 — % —
 —
 —
 — % —
 —
 0.3
 0.3
 0.3
 0.3
 —
 — %
Marketing, general and administrative —
 —
 —
 — % —
 —
 20.6
 24.0
 20.6
 24.0
 (3.4) (14.2)% —
 —
 —
 — % —
 —
 25.5
 22.5
 25.5
 22.5
 3.0
 13.3 %
 106.0
 105.8
 0.2
 0.2 % 0.3
 7.1
 29.6
 59.7
 135.9
 172.6
 (36.7) (21.3)% 105.8
 102.6
 3.2
 3.1 % 0.1
 2.2
 33.1
 28.3
 139.0
 133.1
 5.9
 4.4 %
                                                
Other income (expenses):                                                
Interest expense and amortization of deferred financing costs, net of interest income                 (57.8) (69.6) 11.8
 (17.0)%                 (49.9) (57.2) 7.3
 (12.8)%
Depreciation and amortization         

       (70.7) (91.7) 21.0
 (22.9)%         

       (69.5) (67.9) (1.6) 2.4 %
Equity in net income from unconsolidated joint ventures                 1.0
 4.1
 (3.1) (75.6)%
(Loss) gain on sale of real estate, net                 (2.5) —
 (2.5) 100.0 %
Depreciable real estate reserves                 (6.7) —
 (6.7) 100.0 %
Equity in net (loss) income from unconsolidated joint ventures                 (7.5) 4.7
 (12.2) (259.6)%
Equity in net gain on sale of interest in unconsolidated joint venture/real estate                 59.0
 72.0
 (13.0) (18.1)%
Purchase price and other fair value adjustments                 (3.1) —
 (3.1) 100.0 %                 67.6
 11.1
 56.5
 509.0 %
Equity in net gain on sale of interest in unconsolidated joint venture/real estate                 70.9
 1.0
 69.9
 6,990.0 %
Loss on early extinguishment of debt                 (2.2) —
 (2.2) 100.0 %
Loan loss and other investment reserves, net of recoveries                 (1.1) —
 (1.1) 100.0 %
Loss on sale of real estate, net                 —
 (14.8) 14.8
 (100.0)%
Net income                 $99.5
 $45.8
 $53.7
 117.2 %                 $173.7
 $115.9
 $57.8
 49.9 %
Rental Escalation and Reimbursement RevenuesRevenue
Rental revenues decreasedincreased primarily as a result Disposed Properties ($13.7 million) and the partial sale and deconsolidation of 1515 Broadway along with the deconsolidation of 919 Third Avenue ($47.1 million). The decrease was partially offset by increased revenue at our Same-Store properties ($6.5 million).
Escalation and reimbursement revenue decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadway along with the deconsolidation of 919 Third Avenue ($16.08.1 million), partially offset by higher recoveries at our Same-Store propertiesDisposed Properties ($1.84.3 million).


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The following table presents a summary of the commenced leasing activity for the three months ended SeptemberJune 30, 20182019 in our Manhattan and Suburban portfolio:
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Manhattan 
  
  
  
  
  
  
 
  
  
  
  
  
  
Space available at beginning of the period1,437,819
  
    
  
  
  
1,435,125
  
    
  
  
  
Sold Vacancies(16,837)            
Space which became available during the period (3)
   
    
  
  
  
   
    
  
  
  
• Office318,984
  
  
  
  
  
  
257,555
  
  
  
  
  
  
• Retail11,072
  
  
  
  
  
  
13,171
  
  
  
  
  
  
• Storage512
  
  
  
  
  
  
9,268
  
  
  
  
  
  
330,568
  
  
  
  
  
  
279,994
  
  
  
  
  
  
Total space available1,768,387
  
  
  
  
  
  
1,698,282
  
  
  
  
  
  
Leased space commenced during the period: 
  
  
  
  
  
  
 
  
  
  
  
  
  
• Office(4)
423,262
 460,000
 $63.81
 $60.75
 $81.95
 5.4
 23.6
224,532
 245,045
 $78.50
 $72.44
 $89.27
 6.8
 10.7
• Retail3,885
 3,355
 $199.76
 $126.45
 $—
 2.0
 6.4
8,311
 9,863
 $113.80
 $102.92
 $52.38
 6.1
 14.5
• Storage512
 645
 $30.31
 $38.07
 $—
 —
 11.5
4,922
 8,765
 $20.41
 $31.07
 $—
 15.0
 14.3
Total leased space commenced427,659
 464,000
 $64.75
 $64.75
 $81.24
 5.3
 23.5
237,765
 263,673
 $77.89
 $73.16
 $84.92
 6.6
 10.9
                          
Total available space at end of period1,340,728
  
  
  
  
  
  
1,460,517
  
  
  
  
  
  
                          
Early renewals 
    
  
  
  
  
 
    
  
  
  
  
• Office56,030
 90,348
 $70.77
 $68.80
 $6.98
 8.3
 8.4
99,978
 109,029
 $63.64
 $47.76
 $58.98
 7.6
 13.4
• Retail26,000
 25,735
 $27.45
 $32.58
 $77.72
 —
 15.0
55,296
 44,721
 $42.60
 $42.60
 $—
 —
 0.4
• Storage13,565
 17,018
 $32.58
 $38.23
 $—
 —
 15.8
Total early renewals82,030
 116,083
 $61.17
 $60.77
 $22.66
 6.5
 9.9
168,839
 170,768
 $55.04
 $45.46
 $37.65
 5.7
 10.3
                          
Total commenced leases, including replaced previous vacancy 
  
           
  
          
• Office  550,348
 $64.95
 $66.03
 $69.64
 5.8
 21.1
  354,074
 $73.92
 $62.82
 $79.94
 7.1
 11.5
• Retail 
 29,090
 $47.32
 $43.41
 $68.76
 0.2
 14.0
 
 54,584
 $55.47
 $53.50
 $9.46
 1.1
 3
• Storage 
 645
 $30.31
 $38.07
 $—
 —
 11.5
 
 25,783
 $28.44
 $36.85
 $—
 5.9
 15.3
Total commenced leases 
 580,083
 $64.03
 $61.99
 $69.52
 5.6
 20.7
 
 434,441
 $68.91
 $59.85
 $66.34
 6.3
 10.7
59
 
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Suburban 
  
  
  
  
  
  
Space available at beginning of period222,081
  
  
  
  
  
  
Space which became available during the period(3)
   
  
  
  
  
  
•       Office32,634
  
  
  
  
  
  
•       Storage301
  
  
  
  
  
  
 32,935
  
  
  
  
  
  
Total space available255,016
  
  
  
  
  
  
Leased space commenced during the period: 
    
  
  
  
  
•       Office(5)
22,169
 22,169
 $19.65
 $32.55
 $5.41
 1.9
 2.2
•       Storage534
 534
 $15.00
 $15.00
 $—
 —
 4.3
Total leased space commenced22,703
 22,703
 $19.54
 $32.03
 $5.28
 1.8
 2.3
              

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Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Suburban 
  
  
  
  
  
  
Space available at beginning of period440,860
  
  
  
  
  
  
Sold vacancies(255,555)            
Space which became available during the period(3)
   
  
  
  
  
  
• Office32,306
  
  
  
  
  
  
• Storage200
  
  
  
  
  
  
32,506
  
  
  
  
  
  
Total space available217,811
  
  
  
  
  
  
Leased space commenced during the period: 
    
  
  
  
  
• Office(5)
20,278
 20,445
 $38.73
 $38.27
 $6.63
 1.0
 2.6
• Retail1,000
 1,300
 $35.00
 $—
 $—
 9.0
 10.8
• Storage200
 200
 $10.00
 $10.00
 $—
 —
 0.5
Total leased space commenced21,478
 21,945
 $38.24
 $37.89
 $6.18
 1.4
 3.1
             
Total available space at end of the period196,333
  
          232,313
  
          
                          
Early renewals 
  
           
  
          
• Office6,750
 6,750
 $34.14
 $34.14
 $0.88
 1.0
 2.2
68,621
 66,621
 $39.11
 $40.63
 $13.66
 8.8
 9.6
• Retail50,247
 50,247
 $7.46
 $7.46
 $—
 9.0
 12.3
• Storage248
 248
 $18.00
 $18.00
 $—
 —
 10.8
Total early renewals56,997
 56,997
 $10.62
 $10.62
 $0.10
 8.1
 11.1
68,869
 66,869
 $39.03
 $40.55
 $13.61
 8.7
 9.6
                          
Total commenced leases, including replaced previous vacancy 
  
  
  
  
  
   
  
  
  
  
  
  
• Office 
 27,195
 $37.59
 $36.97
 $5.20
 1.0
 2.5
 
 88,790
 $36.98
 $39.87
 $14.27
 7.8
 8.6
• Retail 
 51,547
 $8.15
 $7.46
 $—
 9.0
 12.2
• Storage 
 200
 $10.00
 $10.00
 $—
 —
 0.5
 
 782
 $15.95
 $16.59
 $—
 —
 6.4
Total commenced leases 
 78,942
 $18.30
 $16.27
 $1.79
 6.2
 8.8
 
 89,572
 $36.80
 $39.72
 $14.15
 7.7
 8.6
(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 $65.89$74.93 per rentable square feet for 47,460170,620 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $69.09$86.68 per rentable square feet for 137,80874,425 rentable square feet.
(5)
Average starting office rent excluding new tenants replacing vacancies was $37.98$33.65 per rentable square feet for 14,7137,175 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $36.77$28.85 per rentable square feet for 21,46314,994 rentable square feet.
Investment Income
For the three months ended SeptemberJune 30, 2018,2019, investment income increased primarily as a result of an increase in the weighted average book balance.yield of our debt and preferred equity investments. For the three months ended SeptemberJune 30, 2018,2019, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $2.1$2.22 billion and 8.7%9.0%, respectively, compared to $2.0$2.21 billion and 9.4%8.8%, respectively, for the same period in 2017. As of September 30, 2018, the debt and preferred equity investments had a weighted average term to maturity of 1.8 years, excluding extension options.2018.
Other Income
Other income increased primarily due to increased management fees at our Joint-Venture Propertiespromote income recognized from the sale of 521 Fifth Avenue ($1.43.4 million), partially offset by in the Disposed Properties ($0.7 million).second quarter of 2019.
Property Operating Expenses
Property operating expenses decreasedincreased primarily due to the partial sale and deconsolidation of 1515 Broadway and deconsolidation of 919 Third Avenueincreased operating expenses at our Same-Store Properties ($28.31.5 million) and the Disposedincreased real estate taxes at our Same-Store Properties ($6.81.8 million).

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Marketing, General and Administrative Expenses
Marketing, general and administrative expenses were $20.6$25.5 million for the three months ended SeptemberJune 30, 2018, or 4.7% of total combined revenues, including our share of joint venture revenues, and an annualized 44 basis points of total combined assets, including our share of joint venture assets for 20182019, compared to $24.0$22.5 million for the three months ended SeptemberJune 30, 2017, or 5.1%2018. Marketing, general and administrative expenses for the three months ended June 30, 2019 includes $2.2 million of total revenues including our share of joint venture revenues, and 51 basis points of total assets including our share of joint venture assetsadditional expense related to new accounting guidance for 2017.leasing costs, which requires the Company to expense certain internal costs that were previously capitalized.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadwayinterest capitalization in connection with properties that are under development ($9.1 million) and the deconsolidation of 919 Third Avenue ($6.6 million) in the first quarter of 2018, partially offset by a higher weighted average balance of the 2017 term loan facility ($4.1 million) and issuance of senior unsecured notes ($0.84.4 million). The weighted average consolidated debt balance outstanding was $5.8$6.1 billion for the three months ended SeptemberJune 30, 2018,2019, compared to $6.7$5.9 billion for the three months ended SeptemberJune 30, 2017.2018. The consolidated weighted average interest rate was 4.10%4.07% for the three months ended SeptemberJune 30, 2018,2019, as compared to 3.98%4.07% for the three months ended SeptemberJune 30, 2017.2018.
Depreciation and Amortization
Depreciation and amortization decreasedincreased primarily as a result of the deconsolidation of 919 Third712 Madison Avenue and partial sale and deconsolidation of 1515 Broadway ($17.61.4 million), and 133 Greene Street ($0.4 million) which are newly acquired properties that started depreciating in the Disposed Propertiesfourth quarter of 2018, partially offset by the acceleration of amortization related to the redevelopment of 609 5th Avenue in the first quarter of 2018 ($4.80.7 million).
Equity in Net (Loss) Income in Unconsolidated Joint Ventures
Equity in net (loss) income from unconsolidated joint ventures decreased primarily as a result of a tenant related charge at 280 Park Avenue ($3.7 million), depreciation expense at 650 5th Avenue ($2.8 million), which was put in service in the repayment and redemptionfourth quarter of certain debt and preferred equity positions accounted for under the equity method ($2.9 million).
(Loss) gain on sale of real estate, net
During the three months ended September 30, 2018, we recognized a loss on sale related to our interests in Reckson Executive Park ($2.6 million).
Depreciable real estate reserves
During the three months ended September 30, 2018, we recognized depreciable real estate reserves related to the Upper East Side Residential Assemblage ($6.7 million).
Purchase price and other fair value adjustments
During the three months ended September 30, 2018, we recorded a $3.1 million purchase price and other fair value adjustment related to our investment indepreciation expense at 2 Herald Square for($2.2 million), which was deconsolidated in the Company wasfourth quarter of 2018, and the successful bidder atsale of 3 Columbus Circle in the foreclosurefourth quarter of the property in May 2018.2018 ($1.8 million).

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Equity in net gain on sale of interest in unconsolidated joint venture/real estate
During the three months ended SeptemberJune 30, 2019, we recognized a gain on the sale of our interests in 521 5th Avenue ($57.9 million). During the three months ended June 30, 2018, we recognized a gain on sale related tothe of our interests in 1745 Broadway ($52.0 million), 175-225 Third Avenue ($19.5 million) and Jericho Plaza ($0.1 million).
Purchase price and other fair value adjustments
In May 2019, the Company closed on the acquisition of a majority and controlling interest in 724 Fifth Avenue ($64.6 million),460 West 34th Street. We recorded the assets acquired and 720 Fifth Avenue ($6.3 million).liabilities assumed at fair value which resulted in the recognition of a fair value adjustment of $67.6 million, which is reflected on the Company's consolidated statement of operations within purchase price and other fair value adjustments. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.
Loss on early extinguishmentsale of debtreal estate, net
During the three months ended SeptemberJune 30, 2018, we recognized a loss on early extinguishment of debt as a result of unamortized costs that were written off upon the early repayment of the mortgage at 220 East 42nd ($2.2 million).
Loan loss and other investment reserves, net of recoveries
During the three months ended September 30, 2018, we recognized a loss related to the repayment of an investment pursuant to the sale of a propertyour interest in 635 Madison ($1.114.1 million) and 115-117 Stevens Avenue ($0.7 million).

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Comparison of the ninesix months ended SeptemberJune 30, 20182019 to the ninesix months ended SeptemberJune 30, 20172018
The following comparison for the ninesix months ended SeptemberJune 30, 2019, or 2019, to the six months ended June 30, 2018, or 2018, to the nine months ended September 30, 2017, or 2017, makes reference to the effect of the following:
i.
“Same-Store Properties,” which represents all operating properties owned by us at January 1, 20172018 and still owned by us in the same manner at SeptemberJune 30, 20182019 (Same-Store Properties totaled40 of our 5250 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 20182019 and 20172018 and all non-
Same-Store Properties, including properties that are under development, redevelopment or were deconsolidated during the period,
iii."Disposed Properties"Properties," which represents all properties or interests in properties sold or partially sold in 20182019 and 2017,2018, and
iv.“Other,” which represents properties that were partially sold resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
 Same-Store Disposed Other Consolidated Same-Store Disposed Other Consolidated
(in millions) 2018 2017 
$
Change
 
%
Change
 2018 2017 2018 2017 2018 2017 
$
Change
 
%
Change
 2019 2018 
$
Change
 
%
Change
 2019 2018 2019 2018 2019 2018 
$
Change
 
%
Change
Rental revenue $621.0
 $612.1
 $8.9
 1.5% $8.8
 $51.6
 $18.7
 $171.8
 $648.5
 $835.5
 $(187.0) (22.4)% $475.9
 $463.1
 $12.8
 2.8 % $—
 $9.3
 $9.2
 $7.8
 $485.1
 $480.2
 $4.9
 1.0 %
Escalation and reimbursement 81.7
 77.1
 4.6
 6.0% 0.9
 4.3
 —
 50.2
 82.6
 131.6
 (49.0) (37.2)%
Investment income —
 —
 —
 —% —
 —
 143.5
 148.7
 143.5
 148.7
 (5.2) (3.5)% —
 —
 —
 — % —
 —
 101.6
 94.6
 101.6
 94.6
 7.0
 7.4 %
Other income 10.3
 4.1
 6.2
 151.2% 1.5
 0.5
 24.0
 29.7
 35.8
 34.3
 1.5
 4.4 % 5.1
 9.0
 (3.9) (43.3)% 4.1
 2.1
 21.4
 17.0
 30.6
 28.1
 2.5
 8.9 %
Total revenues 713.0
 693.3
 19.7
 2.8% 11.2
 56.4
 186.2
 400.4
 910.4
 1,150.1
 (239.7) (20.8)% 481.0
 472.1
 8.9
 1.9 % 4.1
 11.4
 132.2
 119.4
 617.3
 602.9
 14.4
 2.4 %
                                                
Property operating expenses 313.2
 305.1
 8.1
 2.7% 5.1
 23.7
 21.0
 103.6
 339.3
 432.4
 (93.1) (21.5)% 211.9
 207.3
 4.6
 2.2 % 0.2
 4.8
 14.0
 12.1
 226.1
 224.2
 1.9
 0.8 %
Transaction related costs 0.3
 —
 0.3
 —% —
 —
 0.4
 0.4
 0.7
 0.4
 0.3
 75.0 % —
 —
 —
 — % —
 —
 0.3
 0.5
 0.3
 0.5
 (0.2) (40.0)%
Marketing, general and administrative —
 —
 —
 —% —
 —
 66.6
 72.4
 66.6
 72.4
 (5.8) (8.0)% —
 —
 —
 — % —
 —
 51.5
 46.0
 51.5
 46.0
 5.5
 12.0 %
 313.5
 305.1
 8.4
 2.8% 5.1
 23.7
 88.0
 176.4
 406.6
 505.2
 (98.6) (19.5)% 211.9
 207.3
 4.6
 2.2 % 0.2
 4.8
 65.8
 58.6
 277.9
 270.7
 7.2
 2.7 %
                                                
Other income (expenses):                                                
Interest expense and amortization of deferred financing costs, net of interest income                 (166.4) (208.3) 41.9
 (20.1)%                 (103.1) (108.6) 5.5
 (5.1)%
Depreciation and amortization                 (208.0) (318.9) 110.9
 (34.8)%                 (137.8) (137.3) (0.5) 0.4 %
Equity in net income from unconsolidated joint ventures                 9.7
 14.1
 (4.4) (31.2)%
Equity in net (loss) income from unconsolidated joint ventures                 (12.8) 8.7
 (21.5) (247.1)%
Equity in net gain on sale of interest in unconsolidated joint venture/real estate                 76.2
 65.6
 10.6
 16.2 %
Purchase price and other fair value adjustments                 65.6
 60.4
 5.2
 8.6 %
(Loss) gain on sale of real estate, net                 6.2
 (3.3) 9.5
 (287.9)%                 (1.0) 8.7
 (9.7) (111.5)%
Depreciable real estate reserves                 (6.7) (85.3) 78.6
 (92.1)%
Purchase price and other fair value adjustments                 57.4
 —
 57.4
 100.0 %
Equity in net gain on sale of interest in unconsolidated joint venture/real estate                 136.5
 16.2
 120.3
 742.6 %
Gain on sale of investment in marketable securities                 —
 3.3
 (3.3) (100.0)%
Loss on early extinguishment of debt                 (2.2) —
 (2.2) 100.0 %
Loan loss and other investment reserves, net of recoveries                 (1.1) —
 (1.1) 100.0 %
Net income                 $329.2
 $62.7
 $266.5
 425.0 %                 $226.5
 $229.7
 $(3.2) (1.4)%

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Rental Escalation and Reimbursement RevenuesRevenue
Rental revenues decreasedincreased primarily as a result of Disposed Properties ($42.8 million) and the partial sale and deconsolidation of 1515 Broadway along with the deconsolidation of 919 Third Avenue ($146.3 million). The decrease was partially offset by increased revenuesrevenue at our Same-Store Propertiesproperties ($8.9 million).

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Escalation and reimbursement revenue decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadway along with the deconsolidation of 919 Third Avenue ($44.712.8 million), partially offset by higher recoveries at our Same-Store propertiesDisposed Properties ($4.69.3 million).
The following table presents a summary of the commenced leasing activity for the ninesix months ended SeptemberJune 30, 20182019 in our Manhattan and Suburban portfolio:
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Manhattan 
  
  
  
  
  
  
 
  
  
  
  
  
  
Space available at beginning of the period1,502,238
  
    
  
  
  
1,306,846
  
    
  
  
  
Property no longer in redevelopment79,192
            96,857
            
Sold Vacancies(28,347)            (16,837)            
Acquired Vacancies67,917
            —
            
Property in redevelopment(51,583)            —
            
Space which became available during the period (3)


  
    
  
  
  


  
    
  
  
  
• Office771,354
  
  
  
  
  
  
551,068
  
  
  
  
  
  
• Retail11,205
  
  
  
  
  
  
18,671
  
  
  
  
  
  
• Storage3,404
  
  
  
  
  
  
13,453
  
  
  
  
  
  
785,963
  
  
  
  
  
  
583,192
  
  
  
  
  
  
Total space available2,355,380
  
  
  
  
  
  
1,970,058
  
  
  
  
  
  
Leased space commenced during the period: 
  
  
  
  
  
  
 
  
  
  
  
  
  
• Office(4)
977,326
 1,066,860
 $66.08
 $61.70
 $72.11
 5.8
 15.6
494,363
 533,340
 $72.12
 $67.84
 $89.48
 7.3
 12.3
• Retail32,259
 31,999
 $90.84
 $210.28
 $161.39
 9.6
 12.8
8,941
 10,493
 $148.71
 $102.92
 $56.74
 6.0
 14.3
• Storage5,067
 6,282
 $31.32
 $32.82
 $—
 0.3
 5.8
6,237
 10,080
 $21.46
 $31.07
 $—
 2.0
 16.3
Total leased space commenced1,014,652
 1,105,141
 $66.59
 $63.72
 $74.29
 5.9
 15.4
509,541
 553,913
 $72.65
 $68.42
 $87.23
 7.1
 12.4


            

            
Total available space at end of period1,340,728
  
  
  
  
  
  
1,460,517
  
  
  
  
  
  
                          
Early renewals 
 

  
  
  
  
  
 
 

  
  
  
  
  
• Office282,140
 334,652
 $76.47
 $70.70
 $37.63
 5.3
 7.7
208,509
 223,577
 $68.80
 $61.64
 $34.01
 4.1
 8.7
• Retail31,173
 31,149
 $93.26
 $104.61
 $64.21
 —
 13.5
62,396
 51,821
 $58.41
 $59.00
 $—
 —
 0.8
• Storage13,745
 17,968
 $32.18
 $37.53
 $—
 8.5
 15.0
Total early renewals313,313
 365,801
 $77.90
 $73.58
 $39.89
 4.9
 8.2
284,650
 293,366
 $64.72
 $59.69
 $25.92
 3.6
 7.7
                          
Total commenced leases, including replaced previous vacancy 
  
           
  
          
• Office  1,401,512
 $68.56
 $65.32
 $63.88
 5.7
 13.7
  756,917
 $71.14
 $65.32
 $73.09
 6.3
 11.2
• Retail 
 63,148
 $92.03
 $124.61
 $113.46
 4.9
 13.2
 
 62,314
 $73.61
 $66.02
 $9.55
 1.0
 3.0
• Storage 
 6,282
 $31.32
 $32.82
 $—
 0.3
 5.8
 
 28,048
 $28.33
 $36.34
 $—
 6.2
 15.5
Total commenced leases  1,470,942
 $69.41
 $67.85
 $65.74
 5.7
 13.6
  847,279
 $69.90
 $64.38
 $66.00
 5.9
 10.8
63
Usable
SF
Rentable
SF
New
Cash
Rent (per
rentable
SF) (1)
Prev.
Escalated
Rent (per
rentable
SF) (2)
TI/LC
per
rentable
SF
Free
Rent (in
months)
Average
Lease
Term (in
years)
Suburban






Space available at beginning of period202,480






Space which became available during the year (3)






•       Office65,029






•       Retail170






•       Storage1,327






66,526







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Usable
SF
 
Rentable
SF
 
New
Cash
Rent (per
rentable
SF) (1)
 
Prev.
Escalated
Rent (per
rentable
SF) (2)
 
TI/LC
per
rentable
SF
 
Free
Rent (in
months)
 
Average
Lease
Term (in
years)
Suburban 
  
  
  
  
  
  
Space available at beginning of period655,672
  
  
  
  
  
  
Sold vacancies(502,366)            
Space which became available during the year (3)
   
  
  
  
  
  
• Office146,693
  
  
  
  
  
  
• Retail2,693
  
  
  
  
  
  
• Storage3,806
  
  
  
  
  
  
153,192
  
  
  
  
  
  
Total space available306,498
  
  
  
  
  
  
269,006
  
  
  
  
  
  
Leased space commenced during the year: 
    
  
  
  
  
 
    
  
  
  
  
• Office(5)
106,889
 105,451
 $34.49
 $36.39
 $17.90
 2.4
 5.4
35,959
 36,034
 $32.56
 $34.01
 $15.86
 3.9
 4.9
• Retail1,771
 2,071
 $28.30
 $17.00
 $—
 5.6
 8.6
• Storage1,505
 1,606
 $13.58
 $12.36
 $—
 —
 3.4
734
 1,360
 $15.00
 $15.00
 $—
 —
 5.2
Total leased space commenced110,165
 109,128
 $34.07
 $35.78
 $17.30
 2.4
 5.4
36,693
 37,394
 $31.92
 $33.06
 $15.29
 3.7
 4.9
                          
Total available space at end of the year196,333
  
          
Total available space at end of period232,313
  
          
                          
Early renewals 
  
           
  
          
• Office72,364
 81,005
 $33.30
 $37.54
 $24.17
 10.4
 7.1
87,646
 86,946
 $37.30
 .8.66
 $12.67
 7.8
 7.0
• Retail50,247
 50,247
 $7.46
 $7.46
 $—
 9.0
 12.3
• Storage248
 248
 $18.00
 $18.00
 $—
 —
 10.8
Total early renewals122,611
 131,252
 $23.41
 $26.02
 $14.92
 9.9
 9.0
87,894
 87,194
 $37.25
 $38.60
 12..63
 7.8
 8.7
                          
Total commenced leases, including replaced previous vacancy 
  
  
  
  
  
   
  
  
  
  
  
  
• Office 
 186,456
 $33.98
 $37.02
 $20.63
 5.9
 6.1
 
 122,980
 $35.91
 $37.79
 $13.60
 6.7
 7.6
• Retail 
 52,318
 $8.28
 $7.60
 $—
 8.9
 12.1
• Storage 
 1,606
 $13.58
 $12.36
 $—
 —
 3.4
 
 1,608
 $15.46
 $15.57
 $—
 —
 6.1
Total commenced leases 
 240,380
 $28.25
 $29.37
 $16.00
 6.5
 7.4
 
 124,588
 $35.65
 $37.53
 $13.43
 6.6
 7.5
(1)Annual initial base rent.
(2)Escalated rent is calculated as total annual income less electric charges.
(3)Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
(4)Average starting office rent excluding new tenants replacing vacancies was $70.28$69.97 per rentable square feet for 832,955550,251 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $66.04$74.27 per rentable square feet for 568,557206,666 rentable square feet.
(5)Average starting office rent excluding new tenants replacing vacancies was $35.34$36.95 per rentable square feet for 92,233106,821 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $32.65$29.08 per rentable square feet for 94,22316,159 rentable square feet.
Investment Income
For the ninesix months ended SeptemberJune 30, 2018,2019, investment income decreasedincreased primarily as a result of previously unrecognized incomean increase in the second quarterweighted average balance of 2017 net with 2018 income related to our debt and preferred equity investment in 885 Third Avenue ($7.2 million), partially offset by new originations and a larger weighted average book balance. Excluding our investment in Two Herald Square which was put on non-accrual in August 2017, forinvestments. For the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $2.2 billion and 8.9%, respectively, compared to $2.1 billion and 9.0%, respectively, compared to $1.9 billion and 9.3%, respectively. As of SeptemberJune 30, 2018,2019, the debt and preferred equity investments had a weighted average term to maturity of 1.81.7 years excluding extension options.
Other Income
Other income increased primarily as a result of real estate tax refunds at our Same-Store Properties ($4.1 million), lease termination income earned at 1185 Avenue of the Americas ($2.9 million), anddue to promote income related torecognized from the sale of 1274521 Fifth Avenue ($2.13.4 million), partially offset by net fees recognized in connection with the One Vanderbilt venture in 2017 ($11.3 million).


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2019.
Property Operating Expenses
Property operating expenses decreasedincreased primarily due to the partial sale and deconsolidation of 1515 Broadway and deconsolidation of 919 Third Avenue ($81.6 million), and the Disposed Properties ($18.6 million) which was partially offset by increased real estate taxes at our Same-Store Properties ($6.44.0 million), partially offset by decreased real estate taxes at our Disposed Properties ($1.7 million) and a decrease in our Acquired Properties ($1.4 million).
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses were $66.6$51.5 million for the ninesix months ended SeptemberJune 30, 2018, or 5.0% of total combined revenues, including our share of joint venture revenues, and annualized 48 basis points of total combined assets, including our share of joint venture assets for 20182019, compared to $72.4$46.0 million or 5.1%for the same period in 2018. Marketing, general and administrative expenses for the six months ended June 30, 2019 includes $4.4 million of total revenues including our share of joint venture revenues, and 52 basis points of total assets including our share of joint venture assetsadditional expense related to new accounting guidance for 2017.leasing costs, which requires the Company to expense certain internal costs that were previously capitalized.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily as a result of the partial sale and deconsolidation of 1515 Broadwayinterest capitalization in connection with properties that are under development ($27.2 million), the deconsolidation of 919 Third Avenue ($19.9 million) in the first quarter of 2018, and repayment of senior unsecured notes ($1.3 million), partially offset by a higher weighted average balance of the 2017 term loan facility ($11.38.2 million). The weighted average consolidated debt balance outstanding was $6.0 billion for the six months ended June 30, 2019, compared to $5.7 billion for the ninesix months ended SeptemberJune 30, 2018, compared to $6.6 billion for the nine months ended September 30, 2017.2018. The consolidated weighted average interest rate was 4.06% for the ninesix months ended SeptemberJune 30, 2018,2019, as compared to 4.02%4.03% for the ninesix months ended SeptemberJune 30, 2017.2018.

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Depreciation and Amortization
Depreciation and amortization decreasedincreased primarily as a result of 5-7 Dey712 Madison Avenue ($2.7 million), and 133 Greene Street and 183 & 187 Broadway($0.8 million) which were movedare newly acquired properties that started depreciating in the fourth quarter of 2018, partially offset by the acceleration of amortization related to development ($50.4 million)the redevelopment of 609 5th Avenue in the first quarter of 2018 the deconsolidation of 919 Third Avenue and partial sale and deconsolidation of 1515 Broadway ($47.4 million), and the Disposed Properties ($18.53.1 million).
Equity in Net (Loss) Income in Unconsolidated Joint Venture
Equity in net (loss) income from unconsolidated joint ventures decreased primarily as a result the repayment and redemption of certain debt and preferred equity positions accounted for under the equity methoda tenant related charge at 280 Park Avenue ($6.73.7 million), partially offset by a new debt position accounted for underdepreciation at 650 5th Avenue ($5.3 million) and 2 Herald Square ($4.1 million), and the equity methodsale of 3 Columbus Circle in the fourth quarter of 2018 ($4.32.9 million).
(Loss)Equity in net gain on sale of interest in unconsolidated joint venture/real estate net
During the ninesix months ended SeptemberJune 30, 2019, we recognized a gain on the sale of our interests in 521 5th Avenue ($57.9 million). During the six months ended June 30, 2018, we recognized a gain on the sale related to our joint venture interests in 600 Lexington1745 Broadway ($23.652.0 million), 175-225 Third Avenue ($19.5 million), and we recognizedJericho Plaza ($0.1 million), and a loss on sale related to our interest in 635 Madison ($14.1 million), Reckson Executive Park ($2.6 million) and 115-117 Stevens Avenue ($0.7 million). During the nine months ended September 30, 2017, we recognized a loss on the sale of 885 Third AvenueStonehenge Village ($8.85.5 million) which closed in 2016, but was only recognized in the second quarter of 2017 due to the sale not meeting the criteria for sale accounting under the full accrual method in ASC 360-20 until the second quarter of 2017. This loss was partially offset by a gain on sale associated with the partial sale of the property at 102 Greene Street ($4.9 million).
Depreciable real estate reserves
During the nine months ended September 30, 2018, we recorded a charge related to the Upper East Side Residential Assemblage ($6.7 million). During the nine months ended September 30, 2017, we recorded a $85.3 million charge related to 125 Chubb Avenue in Lyndhurst, New Jersey, Stamford Towers and 520 White Plains Road in Tarrytown, New York.
Purchase price and other fair value adjustments
In May 2019, the Company closed on the acquisition of a majority and controlling interest in 460 West 34th Street. We recorded the assets acquired and liabilities assumed at fair value which resulted in the recognition of a fair value adjustment of $67.6 million, which is reflected on the Company's consolidated statement of operations within purchase price and other fair value adjustments. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.
In January 2018, the partnership agreement for our investment in 919 Third Avenue was modified resulting in our partner now having substantive participating rights in the venture and the Company no longer having a controlling interest in the investment. As a result the investment in this property was deconsolidated as of January 1, 2018. The Company recorded its non-controlling interest at fair value resulting in a $49.3 million fair value adjustment in the consolidated statement of operations. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.
In May, 2018, the Company was the successful bidder at the foreclosure of 2 Herald Square, at which time the Company's $250.5 million outstanding principal balance and $7.7 million accrued interest balance receivables were credited to our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value. This resulted in the recognition of a fair value adjustment of $8.1$11.1 million, which is reflected on the Company's consolidated statement of operations within purchase price and other fair value adjustments. This fair value was allocated to the assets and liabilities, including identified intangibles of the property.

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Equity in Net Gain on Sale of Interest in Unconsolidated Joint Ventures/Real Estatereal estate, net
During the ninesix months ended SeptemberJune 30, 2018, we recognized a gain on the sale related to our joint venture interests in 724 Fifth Avenue ($64.6 million), 1745 Broadway ($52.0 million), 175-225 Third Avenue ($19.4 million), 720 Fifth Avenue ($6.3 million) and Jericho Plaza ($0.3 million), and a loss on sale related to our deconsolidation of Stonehenge Village ($5.5 million). During the nine months ended September 30, 2017, we recognized a gain on sale related to our interests in 747 Madison Avenue600 Lexington ($13.023.8 million), part of our interest in the Stonehenge Portfolio ($0.9 million), and 102 Greene Street ($0.3 million). The sale of 747 Madison, which occurred in 2014, did not meet the criteria for sale accounting at that time and, therefore, remained on our consolidated financial statement until the criteria was met in the second quarter of 2017.
Loss on early extinguishment of debt
During the nine months ended September 30, 2018, we recognized a loss on early extinguishment of debt as a result of unamortized costs that were written off upon the early repayment of the mortgage at 220 East 42nd ($2.2 million).
Loan loss and other investment reserves, net of recoveries
During the nine months ended September 30, 2018, we recognized a loss related to the repayment of an investment pursuant to the sale of a propertyour interest in 635 Madison ($1.114.1 million) and 115-117 Stevens Avenue ($0.7 million).
Liquidity and Capital Resources
We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, common stockshare repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness (which may include exchangeable debt) and for debt and preferred equity investments maywill include:
(1)Cash flow from operations;
(2)CashLiquidity 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 or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP..
Cash flow from operations is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.

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The combined aggregate principal maturities of our property mortgages and other loans payable, corporate obligations and our share of joint venture debt, including as-of-right extension options, as of SeptemberJune 30, 20182019 were as follows (in thousands):
Remaining 2018 2019 2020 2021 2022 Thereafter TotalRemaining 2019 2020 2021 2022 2023 Thereafter Total
Property mortgages and other loans$9,881
 $145,271
 $427,997
 $11,638
 $207,985
 $1,268,258
 $2,071,030
$3,733
 $26,640
 $240,718
 $507,926
 $122,851
 $1,145,407
 $2,047,275
MRA and FHLB facility—
 13,000
 300,000
 —
 —
 —
 313,000
MRA and FHLB facilities27,500
 292,132
 —
 —
 —
 —
 319,632
Corporate obligations—
 —
 250,000
 350,000
 800,000
 1,845,000
 3,245,000
—
 250,000
 350,000
 800,000
 1,970,000
 400,000
 3,770,000
Joint venture debt-our share2,568
 115,295
 276,822
 454,621
 220,810
 2,879,344
 3,949,460
13,814
 251,823
 604,326
 220,749
 277,931
 2,431,246
 3,799,889
Total$12,449
 $273,566
 $1,254,819
 $816,259
 $1,228,795
 $5,992,602
 $9,578,490
$45,047
 $820,595
 $1,195,044
 $1,528,675
 $2,370,782
 $3,976,653
 $9,936,796
As of SeptemberJune 30, 2018,2019, we had $188.8$179.0 million of consolidated cash on hand, inclusive of $28.5$30.0 million of marketable securities. We expect to generate positive cash flow from operations for the foreseeable future. We may seek to divest of properties or interests in properties or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt obligations, as described above, upon maturity, if not before.
We also have investments in several real estate joint ventures with various partners who we consider to be financially stable and who have the ability to fund a capital call when needed. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.

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Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Cash, cash equivalents, and restricted cash were $258.6$241.1 million and $349.3$380.0 million at SeptemberJune 30, 20182019 and 2017,2018, respectively, representing a decrease of $90.7$138.8 million. The decrease was a result of the following changes in cash flows (in thousands):
 Nine Months Ended September 30,
 2018 2017 
Increase
(Decrease)
Net cash provided by operating activities$317,545
 $412,252
 $(94,707)
Net cash provided by (used in) investing activities$500,232
 $(75,554) $575,786
Net cash used in financing activities$(809,211) $(357,413) $(451,798)
 Six Months Ended June 30,
 2019 2018 
Increase
(Decrease)
Net cash provided by operating activities$217,915
 $246,212
 $(28,297)
Net cash (used in) provided by investing activities$(466,404) $268,064
 $(734,468)
Net cash provided by (used in) financing activities$210,523
 $(384,322) $594,845
Our principal source of operating cash flow is related to the leasing and operating of the properties in our portfolio. Our properties provide a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund quarterly dividend and distribution requirements. Our debt and preferred equity investments and joint venture investments also provide a steady stream of operating cash flow to us.

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Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings that meet our investment criteria. During the ninesix months ended SeptemberJune 30, 2018,2019, when compared to the ninesix months ended SeptemberJune 30, 2017,2018, the change in investing cash flows was due to the following activities (in thousands):
Acquisitions of real estate property$(15,165)$(252,610)
Additions to land, buildings and improvements88,156
3,564
Acquisition deposits and deferred purchase price—
1,292
Investments in unconsolidated joint ventures(186,139)156,858
Distributions in excess of cumulative earnings from unconsolidated joint ventures(70,754)(133,651)
Net proceeds from disposition of real estate/joint venture interest731,701
(621,809)
Proceeds from sale or redemption of marketable securities(55,129)
Other investments(45,964)21,734
Origination of debt and preferred equity investments283,415
80,099
Repayments or redemption of debt and preferred equity investments(154,335)10,055
Increase in net cash provided by investing activities$575,786
Decrease in net cash provided by investing activities$(734,468)
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $251.9$96.6 million for the ninesix months ended SeptemberJune 30, 20172018 to $163.8$93.0 million for the ninesix months ended SeptemberJune 30, 2018. The decrease in capital expenditures relates primarily to lower costs incurred in connection with the redevelopment of properties.2019.
We generally fund our investment activity through the sale of real estate, property-level financing, our credit facilities, our MRA facilities,facility, senior unsecured notes, convertible or exchangeable securities, and construction loans. From time to time, the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest.

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During the ninesix months ended SeptemberJune 30, 2018,2019, when compared to the ninesix months ended SeptemberJune 30, 2017,2018, we used cash for the following financing activities (in thousands):
Proceeds from mortgages and other loans payable$(440,525)$216,777
Repayments of mortgages and other loans payable354,976
(20,766)
Proceeds from revolving credit facility and senior unsecured notes757,200
(535,000)
Repayments of revolving credit facility and senior unsecured notes(729,196)385,000
Proceeds from stock options exercised and DRIP issuance3,214
Proceeds from stock options exercised and DRSPP issuance(5,438)
Repurchase of common stock(410,082)615,383
Redemption of preferred stock(225)
Redemption of preferred units(14,792)
Redemption of OP units(15,851)
Distributions to noncontrolling interests in other partnerships43,226
453
Contributions from noncontrolling interests in other partnerships(28,302)641
Acquisition of subsidiary interest from noncontrolling interest(25,791)
Distributions to noncontrolling interests in the Operating Partnership(830)359
Dividends paid on common and preferred stock14,694
6,239
Other obligations related to loan participations(20,579)3
Tax withholdings related to restricted share awards3,895
716
Deferred loan costs and capitalized lease obligation736
(13,088)
Increase in net cash used in financing activities$(451,798)
Increase in net cash provided by financing activities$594,845
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of SeptemberJune 30, 2018, 85,593,8632019, 82,409,284 shares of common stock and no shares of excess stock were issued and outstanding.
Stock
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Share Repurchase Program
In August 2016, our Board of Directors approved a stockshare repurchase plan under which we can repurchase up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized twothree separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, and the secondfourth quarter of 2018 bringing the total program totalsize to $2.0$2.5 billion.
At SeptemberJune 30, 2018,2019, repurchases executed under the plan were as follows:
PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions) (1)
Year ended 20178,342,411$101.648,342,411$1,152.0
First quarter 20183,653,928$97.0711,996,339$797.2
Second quarter 20183,479,552$97.2215,475,891$458.9
Third quarter 2018252,947$99.7515,728,838$433.6
(1)Reflective of $2.0 billion plan maximum as of September 30, 2018.

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PeriodShares repurchasedAverage price paid per shareCumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 20178,342,411$101.648,342,411
Year ended 20189,744,911$96.2218,087,322
First quarter 2019397,783$86.0718,485,105
Second quarter 2019866,924$86.5819,352,029
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, respectively (dollars in thousands):
Nine Months Ended September 30,Six Months Ended June 30,
2018 20172019 2018
Shares of common stock issued1,183
 1,771
2,995
 674
Dividend reinvestments/stock purchases under the DRSPP$64
 $185
$263
 $64
Fourth Amended and Restated 2005 Stock Option and Incentive Plan
The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's board of directors in April 2016 and its stockholders in June 2016 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 27,030,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of SeptemberJune 30, 2018, 7.32019, 4.6 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
2014 Outperformance Plan
In August 2014, the compensation committee of the Company's board of directors approved the general terms of the SL Green Realty Corp. 2014 Outperformance Plan, or the 2014 Outperformance Plan. Participants in the 2014 Outperformance Plan could earn, in the aggregate, up to 610,000 LTIP Units in our Operating Partnership based on our total return to stockholders for the three-year period beginning September 1, 2014. Under the 2014 Outperformance Plan, two-thirds of the LTIP Units were subject to performance based vesting based on the Company’s absolute total return to stockholders and one-third of the LTIP Units were subject to performance based vesting based on relative total return to stockholders compared to the constituents of the MSCI REIT Index. LTIP Units earned under the 2014 Outperformance Plan were to be subject to continued vesting requirements, with 50% of any awards earned vesting on August 31, 2017 and the remaining 50% vesting on August 31, 2018, subject to continued employment with us through such dates. Participants were not entitled to distributions with respect to LTIP Units granted under the 2014 Outperformance Plan unless and until they are earned. If LTIP Units were earned, each participant would have been entitled to the distributions that would have been paid had the number of earned LTIP Units been issued at the beginning of the performance period, with such distributions being paid in the form of cash or additional LTIP Units. Thereafter, distributions were to be paid currently with respect to all earned LTIP Units, whether vested or unvested.
Based on our performance, none of the LTIP Units granted under the 2014 Outperformance Plan were earned pursuant to the terms of the 2014 Outperformance Plan, and all units issued were forfeited in 2017.
The cost of the 2014 Outperformance Plan ($27.9 million, subject to forfeitures), based on the portion of the 2014 Outperformance Plan granted prior to termination, was amortized into earnings through December 31, 2017. We recorded no compensation expense for the three and nine months ended September 30, 2018, respectively, related to the 2014 Outperformance Plan. We recorded compensation expense of $1.9 million and $8.2 million for the three and nine months ended September 30, 2017, respectively, related to the 2014 Outperformance Plan.
Deferred Compensation Plan for Directors
During the ninesix months ended SeptemberJune 30, 2018, 12,5412019, 15,664 phantom stock units and 9,3949,791 shares of common stock were issued to our board of directors. We recorded compensation expense of $0.1 million and $2.2$2.1 million during the three and nine months ended SeptemberJune 30, 2019 related to the Deferred Compensation Plan. We recorded compensation expense of $0.1 million during the three months ended June 30, 2018 and 2017, respectively, related to the Deferred Compensation Plan.
As of SeptemberJune 30, 2018,2019, there were 112,394125,942 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.
Market Capitalization
At September 30, 2018, borrowings under our mortgages and other loans payable, 2017 credit facility, senior unsecured notes, trust preferred securities and our share of joint venture debt represented 50.7% of our combined market capitalization of $18.9 billion (based on a common stock price of $97.53 per share, the closing price of our common stock on the NYSE on September 30, 2018). Market capitalization includes our consolidated debt, common and preferred stock and the conversion of all units of limited partnership interest in the Operating Partnership, and our share of joint venture debt.


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Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2017 credit facility, senior unsecured notes and trust preferred securities outstanding at SeptemberJune 30, 20182019 and December 31, 2017,2018, (amounts in thousands).
Debt Summary:September 30, 2018 December 31, 2017June 30, 2019 December 31, 2018
Balance      
Fixed rate$3,006,466
 $3,805,165
$2,540,487
 $2,543,476
Variable rate—hedged500,000
 500,000
1,000,000
 1,000,000
Total fixed rate3,506,466
 4,305,165
3,540,487
 3,543,476
Total variable rate2,126,550
 1,605,431
2,599,725
 2,048,442
Total debt$5,633,016
 $5,910,596
$6,140,212
 $5,591,918
      
Debt, preferred equity, and other investments subject to variable rate1,430,786
 1,325,166
1,303,224
 1,299,390
Net exposure to variable rate debt695,764
 280,265
1,296,501
 749,052
   
  
Percent of Total Debt:
      
Fixed rate62.2% 72.8%57.7% 63.4%
Variable rate37.8% 27.2%42.3% 36.6%
Total100.0% 100.0%100.0% 100.0%
Effective Interest Rate for the Year:      
Fixed rate4.37% 4.31%4.05% 4.34%
Variable rate3.45% 2.76%4.06% 3.57%
Effective interest rate4.06% 4.00%4.07% 4.06%
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (2.26%(2.40% and 1.56%2.50% at SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively). Our consolidated debt at SeptemberJune 30, 20182019 had a weighted average term to maturity of 4.713.63 years.
Certain of our debt and equity investments and other investments, with a carrying value of $1.4$1.3 billion at SeptemberJune 30, 2018,2019, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt.
2017 Credit Facility
In November 2017, we entered into an amendment to the credit facility, referred to as the 2017 credit facility, that was originally entered into by the Company in November 2012, or the 2012 credit facility. As of SeptemberJune 30, 2018,2019, the 2017 credit facility consisted of a $1.5 billion revolving credit facility, a $1.3 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of March 31, 2022, March 31, 2023, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to March 31, 2023. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of June 30, 2019, the 2017 credit facility bore interest at a spread over 30-day LIBOR ranging from (i) 82.5 basis points to 155 basis points for loans under the revolving credit facility, (ii) 90 basis points to 175 basis points for loans under Term Loan A, and (iii) 150 basis points to 245 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company.
In May 2019, we entered into an agreement to reduce the interest rate spread under Term Loan B by 65 basis points to a spread over 30-day LIBOR ranging from 85 basis points to 165 basis points. This reduction will be effective in November 2019.
At June 30, 2019, the applicable spread was 100 basis points for the revolving credit facility, 110 basis points for Term Loan A, and 165 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of June 30, 2019, the facility fee was 20 basis points.

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As of June 30, 2019, we had $11.8 million of outstanding letters of credit, $145.0$670.0 million drawn under the revolving credit facility and $1.5 billion outstanding under the term loan facilities, with total undrawn capacity of $1.3 billion$830.0 million under the 2017 credit facility. At SeptemberJune 30, 20182019 and December 31, 2017,2018, the revolving credit facility had a carrying value of $136.7$663.1 million and $30.3$492.2 million, respectively, net of deferred financing costs. At SeptemberJune 30, 20182019 and December 31, 2017,2018, the term loan facilities had a carrying value of $1.5 billion and $1.5 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2017 credit facility.
The 2017 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
Restrictive Covenants
The terms of the 2017 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of SeptemberJune 30, 20182019 and December 31, 2017,2018, we were in compliance with all such covenants.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and preferred equity investments. ABased on the debt outstanding as of June 30, 2019, a hypothetical 100 basis point increase in interest rates along the entirefloating rate interest rate curve for 2018 would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $6.6$12.3 million and would increase our share of joint venture annual interest cost by $13.6$14.8 million. At SeptemberJune 30, 2018, 72.4%2019, 58.5% of our $2.0$2.2 billion debt and preferred equity portfolio is indexed to LIBOR.

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We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.
Our long-term debt of $3.5 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of SeptemberJune 30, 20182019 bore interest based on a spread of LIBOR plus 2718 basis points to LIBOR plus 370340 basis points.
Contractual Obligations
Refer to our 20172018 Annual Report on Form 10-K for a discussion of our contractual obligations. There have been no material changes, outside the ordinary course of business, to these contractual obligations during the three and nine months ended SeptemberJune 30, 2018.2019.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. Substantially all of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.
Capital Expenditures
We estimate that for the remainder of the year ending December 31, 2018,2019, we expect to incur $49.4$50.3 million of recurring capital expenditures and $20.3$51.8 million of development or redevelopment expenditures net of loan reserves, (including tenant improvements and leasing commissions) on existing consolidated properties, and our share of capital expenditures at our joint venture properties net of loan reserves, will be $126.5$244.1 million. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect to fund these capital expenditures with operating cash flow, existing liquidity, or incremental borrowings. We expect our capital needs over the next twelve months and thereafter will be met through a combination of cash on hand, net cash provided by operations, potential asset sales, borrowings or additional equity or debt issuances.borrowings.
Dividends/Distributions
We expect to pay cash dividends to our stockholders based on the distributions we receive from our Operating Partnership primarily from property revenues net of operating expenses or, if necessary, from working capital.

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To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains. We intend to continue to pay regular quarterly dividends to our stockholders. Based on our current annual dividend rate of $3.25$3.40 per share, we would pay $278.2$280.2 million in cash dividends to our common stockholders on an annual basis.
Any dividend we pay may be in the form of cash, stock or a combination thereof. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2017 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.

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


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FFO for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 are as follows (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 20172019 2018 2019 2018
Net income attributable to SL Green common stockholders$88,209
 $38,869
 $293,531
 $58,442
$161,103
 $103,556
 $204,895
 $205,322
Add:              
Depreciation and amortization70,747
 91,728
 208,049
 318,916
69,461
 67,914
 137,804
 137,302
Joint venture depreciation and noncontrolling interest adjustments45,485
 23,517
 140,799
 72,936
49,903
 47,308
 97,528
 95,314
Net income (loss) attributable to noncontrolling interests4,661
 338
 15,890
 (15,472)
Net income attributable to noncontrolling interests6,172
 5,759
 8,687
 11,229
Less:              
Equity in net gain on sale of interest in unconsolidated joint venture/real estate59,015
 72,025
 76,181
 65,585
(Loss) gain on sale of real estate, net(2,504) —
 6,227
 (3,256)—
 (14,790) (1,049) 8,731
Equity in net gain on sale of interest in unconsolidated joint venture/real estate70,937
 1,030
 136,522
 16,166
Purchase price and other fair value adjustments(3,057) —
 57,385
 —
67,631
 11,149
 65,590
 60,442
Depreciable real estate reserves(6,691) —
 (6,691) (85,336)
Depreciation on non-rental real estate assets616
 557
 1,766
 1,636
746
 584
 1,453
 1,150
Funds from Operations attributable to SL Green common stockholders$149,801
 $152,865
 $463,060
 $505,612
$159,247
 $155,569
 $306,739
 $313,259
Cash flows provided by operating activities$71,333
 $101,402
 $317,545
 $412,252
Cash flows provided by (used in) investing activities$232,168
 $162,033
 $500,232
 $(75,554)
Cash flows used in financing activities$(424,889) $(295,107) $(809,211) $(357,413)
Cash flows (used in) provided by operating activities$(28,297) $(67,510) $217,915
 $246,212
Cash flows (used in) provided by investing activities$(734,468) $531,837
 $(466,404) $268,064
Cash flows provided by (used in) financing activities$594,845
 $(325,895) $210,523
 $(384,322)
Inflation
Substantially all of our office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the Consumer Price Index or other measures such as porters' wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases will be at least partially offset by the contractual rent increases and expense escalations described above.
Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies-Accounting Standards Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
dependence upon certain geographic markets;

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risks of real estate acquisitions, dispositions, development and redevelopment, including the cost of construction delays and cost overruns;
risks relating to debt and preferred equity investments;

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availability and creditworthiness of prospective tenants and borrowers;
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;
adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
availability of capital (debt and equity);
unanticipated increases in financing and other costs, including a rise in interest rates;
our ability to comply with financial covenants in our debt instruments;
our ability to maintain our status as a REIT;
risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;
the threat of terrorist attacks;
our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and
legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.


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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
For quantitative and qualitative disclosure about market risk, see Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operation - Market Risk" in this Quarterly Report on Form 10-Q for the three and ninesix months ended SeptemberJune 30, 20182019 for the Company and the Operating Partnership and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Rate Risk" in the Annual Report on Form 10-K for the year ended December 31, 20172018 for the Company and the Operating Partnership. Our exposures to market risk have not changed materially since December 31, 2017.2018.


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ITEM 4.    CONTROLS AND PROCEDURES
SL GREEN REALTY CORP.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Company's internal control over financial reporting during the quarter ended SeptemberJune 30, 20182019 that hashave materially affected, or isare reasonably likely to materially affect, its internal control over financial reporting.
SL GREEN OPERATING PARTNERSHIP, L.P.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Also, the Company has investments in certain unconsolidated entities. As the Company does not control these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those the Company maintains with respect to its consolidated subsidiaries.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.
Changes in Internal Control over Financial Reporting
There have been no significant changes in the Operating Partnership's internal control over financial reporting during the quarter ended SeptemberJune 30, 20182019 that hashave materially affected, or isare reasonably likely to materially affect, its internal control over financial reporting.


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PART II. OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
As of SeptemberJune 30, 2018,2019, the Company and the Operating Partnership were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined could have a material adverse impact on us.
ITEM 1A.    RISK FACTORS
As of SeptemberJune 30, 20182019 there have been no material changes to the Risk Factors disclosed in "Part I. Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.2018.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended SeptemberJune 30, 20182019 the Operating Partnership issued no40,000 units of limited partnership interest in connection with anacquisition. SL Green may satisfy redemption requests for the units issued in the transaction described above with shares of SL Green’s common stock on a one-for-one basis, pursuant to the Operating Partnership agreement. The units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
In August 2016, our Board of Directors approved a stockshare repurchase plan under which we can repurchasebuy up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized twothree separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, and the secondfourth quarter of 2018, bringing the total program totalsize to $2.0$2.5 billion.
At SeptemberJune 30, 2018,2019, repurchases executed under the plan were as follows:
PeriodShares repurchasedAverage price paid per shareTotal number of shares repurchased as part of the repurchase plan or programsMaximum approximate dollar value of shares that may yet be repurchased under the plan (in millions)
Year ended 20178,342,411$101.648,342,411$1,152.0
First quarter 20183,653,928$97.0711,996,339$797.2
Second quarter 20183,479,552$97.2215,475,891$458.9
Third quarter 2018252,947$99.7515,728,838$433.6
PeriodShares repurchasedAverage price paid per shareTotal number of shares repurchased as part of the repurchase plan or programs
Year ended 20178,342,411$101.648,342,411
Year ended 20189,744,911$96.2218,087,322
First quarter 2019397,783$86.0718,485,105
Second quarter 2019866,924$86.5819,352,029
(1)Reflective of $2.0 billion plan maximum as of September 30, 2018.
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.


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ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.


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ITEM 5. OTHER INFORMATION
None.


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ITEM 6.   EXHIBITS
4.13.1


Second Supplemental Indenture,Twenty-Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 7, 2018, among SL Green Realty Corp., SL Green Operating Partnership, L.P. and Reckson Operating Partnership, L.P. and The Bank of New York Mellon, as Trustee, to the Indenture, dated as of October 5, 2017, between SL Green Operating Partnership, L.P. and The Bank of New York Mellon, as Trustee,May 1, 2019, incorporated by reference to the Company's Form 8-K, dated August 7, 2018,as of May 3, 2019, filed with the SEC on August 7, 2018.May 3, 2019.
4.231.1

Form of Floating Rate Note (included in the Second Supplemental Indenture incorporated by reference as Exhibit 4.1 of this Form 10-Q).
31.1


Certification by the Chairman and Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2


Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.3


Certification by the Chairman and Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.4


Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1


Certification by the Chairman and Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2


Certification by the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.3


Certification by the Chairman and Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.4


Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101.10

The following financial statements from SL Green Realty Corp. and SL Green Operating Partnership L.P.’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2018,2019, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Capital (unaudited) (vi) Consolidated Statements of Cash Flows (unaudited), and (vii) Notes to Consolidated Financial Statements (unaudited), detail tagged and filed herewith.
104
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
  SL GREEN REALTY CORP.
  By:  SL Green Realty Corp.
     
    /s/ Matthew J. DiLiberto
Dated: October 31, 2018August 7, 2019 By: 
Matthew J. DiLiberto
Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SignaturesTitleDate
   
/s/ Stephen L. GreenMarc Holliday
Chairman of the Board of Directors of
SL Green, the sole general partner of
the Operating Partnership
October 31, 2018
Stephen L. Green
/s/ Marc Hollidayand Chief Executive Officer and Director of SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer)October 31, 2018August 7, 2019
Marc Holliday
   
/s/ Andrew W. MathiasPresident and Director of SL Green, the sole general partner of the Operating PartnershipOctober 31, 2018August 7, 2019
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)
October 31, 2018August 7, 2019
Matthew J. DiLiberto
/s/ Stephen L. Green
Director of SL Green, the sole general
partner of the Operating Partnership
August 7, 2019
Stephen L. Green
   
/s/ John H. Alschuler, Jr.
Director of SL Green, the sole general
partner of the Operating Partnership
October 31, 2018August 7, 2019
John H. Alschuler, Jr.
   
/s/ Edwin T. Burton, III
Director of SL Green, the sole general
partner of the Operating Partnership
October 31, 2018August 7, 2019
Edwin T. Burton, III
   
/s/ John S. Levy
Director of SL Green, the sole general
partner of the Operating Partnership
October 31, 2018August 7, 2019
John S. Levy
   
/s/ Craig M. Hatkoff
Director of SL Green, the sole general
partner of the Operating Partnership
October 31, 2018August 7, 2019
Craig M. Hatkoff
   
/s/ Betsy S. AtkinsDirector of SL Green, the sole general

partner of the Operating Partnership		October 31, 2018August 7, 2019
Betsy S. Atkins
   
/s/ Lauren B. DillardDirector of SL Green, the sole general

partner of the Operating Partnership		October 31, 2018August 7, 2019
Lauren B. Dillard


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
  SL GREEN OPERATING PARTNERSHIP, L.P.
     
  By: /s/ Matthew J. DiLiberto
Dated: October 31, 2018August 7, 2019   
Matthew J. DiLiberto
Chief Financial Officer




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