10-K 1 a16q4slg10kdoc.htm 10-K Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                
Commission File Number: 1-13199 (SL Green Realty Corp.)
Commission File Number: 33-167793-02 (SL Green Operating Partnership, L.P.)
______________________________________________________________________
SL GREEN REALTY CORP.
SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
______________________________________________________________________
SL Green Realty Corp.
Maryland
13-3956755
SL Green Operating Partnership, L.P.
Delaware
13-3960938
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
420 Lexington Avenue, New York, NY 10170
(Address of principal executive offices—Zip Code)

(212) 594-2700
(Registrant's telephone number, including area code)
______________________________________________________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Registrant
 
Title of Each Class
 
Name of Each Exchange on Which Registered
SL Green Realty Corp.
 
Common Stock, $0.01 par value
 
New York Stock Exchange
SL Green Realty Corp.
 
6.500% Series I Cumulative Redeemable
Preferred Stock, $0.01 par value,
$25.00 mandatory liquidation preference
 
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
SL Green Realty Corp.    Yes x    No o                SL Green Operating Partnership, L.P.    Yes o    No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 
SL Green Realty Corp.    Yes o    No x                SL Green Operating Partnership, L.P.    Yes o    No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
SL Green Realty Corp.    Yes x    No o                SL Green Operating Partnership, L.P.    Yes x    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
SL Green Realty Corp.     Yes x    No o                SL Green Operating Partnership, L.P.    Yes x    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 
SL Green Realty Corp.    o                    SL Green Operating Partnership, L.P.    o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
SL Green Realty Corp.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller Reporting Company o
 
 
 (Do not check if a
smaller reporting
company)
 
SL Green Operating Partnership, L.P.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller Reporting Company o
 
 
(Do not check if a
smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
SL Green Realty Corp.    Yes o    No x                SL Green Operating Partnership, L.P.    Yes o    No x
The aggregate market value of the common stock held by non-affiliates of SL Green Realty Corp. (94,178,787 shares) was $10.0 billion based on the quoted closing price on the New York Stock Exchange for such shares on June 30, 2016.
As of February 17, 2017, 100,579,714 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of February 17, 2017, 1,497,224 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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the SL Green Realty Corp.'s Proxy Statement for its 2017 Annual Stockholders' Meeting to be filed within 120 days after the end of the Registrant's fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K.
 




EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2016 of SL Green Realty Corp. and SL Green Operating Partnership, L.P. Unless stated otherwise or the context otherwise requires, references to "SL Green Realty Corp.," the "Company" or "SL Green" mean SL Green Realty Corp. and its consolidated subsidiaries; and references to "SL Green Operating Partnership, L.P.," the "Operating Partnership" or "SLGOP" mean SL Green Operating Partnership, L.P. and its consolidated subsidiaries. The terms "we," "our" and "us" mean the Company and all the entities owned or controlled by the Company, including the Operating Partnership.
The Company is a Maryland corporation which operates as a self-administered and self-managed real estate investment trust, or REIT, and is the sole managing general partner of the Operating Partnership. As a general partner of the Operating Partnership, the Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.
The Company owns 95.84% of the outstanding general and limited partnership interest in the Operating Partnership. The Company also owns 9,200,000 Series I Preferred Units of the Operating Partnership. As of December 31, 2016, noncontrolling investors held, in aggregate, a 4.16% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership.
The Company and the Operating Partnership are managed and operated as one entity. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.
Noncontrolling interests in the Operating Partnership, stockholders' equity of the Company and partners' capital of the Operating Partnership are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership not owned by the Company are accounted for as partners' capital in the Operating Partnership’s consolidated financial statements and as noncontrolling interests, within mezzanine equity, in the Company's consolidated financial statements.
We believe combining the annual reports on Form 10-K of the Company and the Operating Partnership into this single report results in the following benefits:
Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and
Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
consolidated financial statements;
the following notes to the consolidated financial statements:
Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;
Note 12, Stockholders' Equity of the Company;
Note 13, Partners' Capital of the Operating Partnership;
Note 22, Quarterly Financial Data of the Company (unaudited); and
Note 23, Quarterly Financial Data of the Operating Partnership (unaudited).
This report also includes separate Part II, Item 5. Market for Registrants' Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities, Item 6. Selected Financial Data and Item 9A. 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
 
PART II
 
 
 
 
PART III

PART IV
 
 



PART I
ITEM 1. BUSINESS
General
SL Green Realty Corp. is a self-managed real estate investment trust, or REIT, with in-house capabilities in property management, acquisitions and dispositions, financing, development and redevelopment, construction and leasing. We were formed in June, 1997 for the purpose of continuing the commercial real estate business of S.L. Green Properties, Inc., our predecessor entity. S.L. Green Properties, Inc., which was founded in 1980 by Stephen L. Green, the Company's Chairman, had been engaged in the business of owning, managing, leasing, acquiring, and repositioning office properties in Manhattan, a borough of New York City. 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 December 31, 2016, we owned the following interests in properties in the New York Metropolitan area, primarily in midtown Manhattan. Our investments in the New York Metropolitan area also include investments in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey, which are collectively known as the Suburban properties:
 
 
 
 
Consolidated
 
Unconsolidated
 
Total
Location
 
Property Type
 
Number of Properties
 
Approximate Square Feet
 
Number of Properties
 
Approximate Square Feet
 
Number of Properties
 
Approximate Square Feet
 
Weighted Average Occupancy(1)
Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Manhattan
 
Office
 
24

 
16,054,606

 
7

 
6,558,139

 
31

 
22,612,745

 
94.9
%
 
 
Retail
 
10

(2)
418,093

 
9

 
347,970

 
19

 
766,063

 
85.6
%
 
 
Development/Redevelopment
 
3

 
42,635

 
3

 
770,514

 
6

 
813,149

 
52.3
%
 
 
Fee Interest
 
1

 
176,530

 
1

 
26,926

 
2

 
203,456

 
100.0
%
 
 
 
 
38

 
16,691,864

 
20

 
7,703,549

 
58

 
24,395,413

 
93.2
%
Suburban
 
Office
 
25

 
4,113,800

 
2

 
640,000

 
27

 
4,753,800

 
82.6
%
 
 
Retail
 
1

 
52,000

 

 

 
1

 
52,000

 
100.0
%
 
 
Development/Redevelopment
 
1

 
1,000

 
1

 

 
2

 
1,000

 
100.0
%
 
 
 
 
27

 
4,166,800

 
3

 
640,000

 
30

 
4,806,800

 
82.8
%
Total commercial properties
 
65

 
20,858,664

 
23

 
8,343,549

 
88

 
29,202,213

 
91.5
%
Residential:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Manhattan
 
Residential
 
3

(2)
472,105

 
18

 
3,247,764

 
21

 
3,719,869

 
83.8
%
Suburban
 
Residential
 



 

 

 

 

 
%
Total residential properties
 
3

 
472,105

 
18

 
3,247,764

 
21

 
3,719,869

 
83.8
%
Total portfolio
 
68

 
21,330,769

 
41

 
11,591,313

 
109

 
32,922,082

 
90.6
%
____________________________________________________________________
(1)
The weighted average occupancy for commercial properties represents the total occupied square feet divided by total square footage at acquisition. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
(2)
As of December 31, 2016, we owned a building that was comprised of approximately 270,132 square feet of retail space and approximately 222,855 square feet of residential space. For the purpose of this report, we have included the building in the number of retail properties we own. However, we have included only the retail square footage in the retail approximate square footage, and have listed the balance of the square footage as residential square footage.
As of December 31, 2016, we also managed an office building with approximately 336,000 square feet, which is owned by a third party, and held debt and preferred equity investments with a book value of $2.0 billion, including $0.3 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.
Our corporate offices are located in midtown Manhattan at 420 Lexington Avenue, New York, New York 10170. As of December 31, 2016, our corporate staff consisted of 307 persons, including 209 professionals experienced in all aspects of commercial real estate. We can be contacted at (212) 594-2700. We maintain a website at www.slgreen.com. On our website, you can obtain, free of charge, a copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission, or the SEC. We have also made available on our website our audit committee charter, compensation committee charter, nominating and corporate governance committee charter, code of business conduct and ethics and corporate governance principles. We do not intend for information contained on our website to be part of this annual report on Form 10-K. You can also read and copy any materials we file with the SEC at its Public Reference Room at 100 F Street, NE, Washington,

4


DC 20549 (1-800-SEC-0330). The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Unless the context requires otherwise, all references to the "Company," "SL Green," "we," "our" and "us" in this annual report means SL Green Realty Corp., a Maryland corporation, and one or more of its subsidiaries, including the Operating Partnership, or, as the context may require, SL Green only or the Operating Partnership only, and "S.L. Green Properties" means S.L. Green Properties, Inc., a New York corporation, as well as the affiliated partnerships and other entities through which Stephen L. Green historically conducted commercial real estate activities.
Corporate Structure
In connection with the Company's initial public offering, or IPO, in August 1997, the Operating Partnership received a contribution of interests in real estate properties as well as a 95% economic, non-voting interest in the management, leasing and construction companies affiliated with S.L. Green Properties. We refer to these management, leasing and construction entities, which are owned by S.L. Green Management Corp, as the "Service Corporation." The Company is organized so as to qualify and has elected to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code.
Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. We are the sole managing general partner of the Operating Partnership, and as of December 31, 2016, we owned 95.84% of its economic interests. All of the management and leasing operations with respect to our wholly-owned properties are conducted through SL Green Management LLC, or Management LLC. The Operating Partnership owns a 100% interest in Management LLC.
In order to maintain the Company's qualification as a REIT while realizing income from management, leasing and construction contracts with third parties and joint venture properties, all of these service operations are conducted through the Service Corporation, a consolidated variable interest entity. We, through our Operating Partnership, receive substantially all of the cash flow from the Service Corporation's operations. All of the voting common stock of the Service Corporation is held by an entity owned and controlled by the chairman of the Company's board of directors.
Business and Growth Strategies
SL Green is New York City's largest owner of commercial real estate and an investment-grade S&P 500 company that is focused primarily on owning, managing and maximizing the value of Manhattan commercial properties.
Our core business is the ownership of high quality commercial properties and our primary business objective is to maximize the total return to stockholders, through growth in net income attributable to common stockholders and funds from operations and through asset value appreciation. The commercial real estate expertise resulting from owning, operating, investing, developing, redeveloping and lending on real estate in Manhattan for over 36 years has enabled us to invest in a collection of premier office and retail properties, selected multifamily residential assets, and high quality debt and preferred equity investments. We also own high quality office properties in the surrounding markets of Brooklyn, Long Island, Westchester County, Connecticut and New Jersey.
We are led by a strong, experienced management team that provides a foundation of skills in all aspects of real estate, including acquisitions, dispositions, management, leasing, development, redevelopment, and financing. It is with this team that we have achieved a market leading position in our targeted submarkets.
We seek to enhance the value of our company by executing strategies that include the following:
Leasing and property management, which capitalizes on our extensive presence and knowledge of the marketplaces in which we operate;
Acquiring office, retail and residential properties and employing our local market skills to reposition these assets to create incremental cash flow and capital appreciation;
Identifying properties primed for development/redevelopment and maximizing value through redevelopment or reconfiguration to match current workplace, retail and housing trends;
Investing in debt and preferred equity positions that generate consistently strong risk-adjusted returns, increase the breadth of our market insight, foster key market relationships and source potential future investment opportunities;
Executing dispositions through sales or joint ventures that harvest embedded equity which has been generated through management's value enhancing activities; and
Maintaining a prudently levered, liquid balance sheet with consistent access to diversified sources of property level and corporate capital.

5


Leasing and Property Management
We seek to capitalize on our management's extensive knowledge of New York City and surrounding suburban markets and the needs of our tenants through proactive leasing and management programs, which include: (i) use of in-depth market experience resulting from managing and leasing tens of millions of square feet of office and retail space since the Company was founded, predominantly in Manhattan; (ii) careful tenant management, which results in long average lease terms and a manageable lease expiration schedule; (iii) utilization of an extensive network of third-party brokers to supplement our in-house leasing team; (iv) use of comprehensive building management analysis and planning; and (v) a commitment to tenant satisfaction by providing high quality tenant services at competitive rental rates.
We believe that our proactive leasing efforts have directly contributed to our average portfolio occupancy consistently exceeding the market average.
Property Acquisitions
We acquire core properties for long-term value appreciation and earnings growth. We also acquire non-core properties that are typically held for shorter periods during which we intend to create significant increases in value. This strategy has resulted in capital gains that increase our investment capital base. In implementing this strategy, we continually evaluate potential acquisition opportunities. These opportunities may come from new properties as well as acquisitions in which we already hold a joint venture interest or, from time to time, from our debt and preferred equity investments.
Through intimate knowledge of our markets we have developed an ability to source transactions with superior risk-adjusted returns by capturing off-market opportunities. In rising markets, we primarily seek to acquire strategic vacancies that provide the opportunity to take advantage of our exceptional leasing and repositioning capabilities to increase cash flow and property value. In stable or falling markets, we primarily target assets featuring credit tenancies with fully escalated in-place rents to provide cash flow stability near-term and the opportunity for increases over time.
Management’s breadth of activities and expertise in New York City has also enabled us to identify and acquire retail properties in prime Manhattan locations.  Combining our real estate skills and ability to attract premier tenants has resulted in transactions that have provided significant capital appreciation.  This same market penetration has permitted us to grow a portfolio of high quality, well-located multifamily properties
We believe that we have many advantages over our competitors in acquiring core and non-core properties, both directly and through our joint venture program that includes a predominance of high quality institutional investors. Those advantages include: (i) senior management's average 28 years of experience leading a full-service, fully-integrated real estate company focused on the Manhattan market; (ii) the ability to offer tax-advantaged structures to sellers through the exchange of ownership interests, including units in our Operating Partnership; and (iii) the ability to underwrite and close transactions on an expedited basis even when the transaction requires a complicated structure.
Property Dispositions
We continually evaluate our portfolio to identify those properties that are most likely to meet our long-term earnings and cash flow growth objectives and contribute to increasing portfolio value. Properties that no longer meet our objectives are evaluated for sale, or in certain cases, joint venture to release equity created through management's value enhancement programs or to take advantage of attractive market valuations.
We seek to efficiently deploy the capital proceeds generated from these dispositions into property acquisitions and debt and preferred equity investments that we expect will provide enhanced future capital gains and earnings growth opportunities. Management may also elect to utilize the capital proceeds from these dispositions to repay existing indebtedness of the Company or its subsidiaries, repurchase shares of our common stock, or increase cash liquidity.
Property Repositioning
Our extensive knowledge of the markets in which we operate and our ability to efficiently plan and execute capital projects provide the expertise to enhance returns by repositioning properties that are underperforming. Many of the properties we own or seek to acquire feature unique architectural design elements, including large floor plates, and other amenities and characteristics that can be appealing to tenants when fully exploited. Our strategic investment in these properties, combined with our active management and pro-active leasing, provide the opportunity to creatively meet market needs and generate favorable returns.
Development / Redevelopment
Our constant interactions with tenants and other market participants keep us abreast of innovations in workplace layout, store design and smart living. We leverage this information to identify properties primed for development or redevelopment to meet these demands and unlock value. Our deep visibility into the market allows us to acquire locations before others see the opportunity. The expertise and relationships that we have built from managing complex construction projects in New York City

6


and its surrounding areas allow us to cost efficiently add new and renovated assets of the highest quality and desirability to our operating portfolio.
Debt and Preferred Equity Investments
We invest in well-collateralized debt and preferred equity investments in New York City that generate attractive yields. See Note 5, "Debt and Preferred Equity Investments," in the accompanying consolidated financial statements. Knowledge of our markets and our leasing and asset management expertise provide underwriting capabilities that enable a highly educated assessment of risk and return. The benefits of this investment program, which has a carefully managed aggregate size, net of anticipated payoffs, generally not to exceed 10% of our total enterprise value, include the following:
Our typical investments provide high current returns at conservative exposure levels and, in certain cases, the potential for future capital gains. Because we are the largest commercial property owner in Manhattan, our expertise and operating capabilities provide both insight and operating skills that mitigate risk.
In certain instances, these investments serve as a potential source of real estate acquisitions for us when a borrower seeks an efficient off-market transaction. Ownership knows that we are fully familiar with the asset through our existing investment, and that we can close more efficiently and quickly than others. Property owners may also provide us the opportunity to consider off-market transactions involving other properties they own because we have previously provided debt or preferred equity financing to them.
These investments are concentrated in Manhattan, which helps us gain market insight, awareness of upcoming investment opportunities and foster key relationships that may provide access to future investment opportunities.
Capital Resources
Our objective is to maintain multiple sources of corporate and property level capital to obtain the most appropriate and lowest cost of capital. This objective is supported by:
Property operations that generally provide stable and growing cash flows through market cycles due to favorable supply/demand metrics in Manhattan, long average lease terms, high credit quality tenants and superior leasing, operating and asset management skills;
Concentration of our activities in a Manhattan market that is consistently attractive to property investors and lenders through market cycles relative to other markets;
Maintaining strong corporate liquidity and careful management of future debt maturities; and
Maintaining access to corporate capital markets through balanced financing and investment activities that result in strong balance sheet and cash flow metrics.
Manhattan Office Market Overview
Manhattan is by far the largest office market in the United States containing more rentable square feet than the next five largest central business district office markets combined. The properties in our portfolio are concentrated in some of Manhattan's most prominent midtown locations.
According to Cushman and Wakefield Research Services as of December 31, 2016, Manhattan has a total office inventory of approximately 396.9 million square feet, including approximately 242.3 million square feet in midtown. Cushman and Wakefield Research Services estimates that in midtown Manhattan, approximately 2.6 million square feet of new construction will become available between 2017 and 2018, approximately 38.3% of which is pre-leased. This increase is partially offset by approximately 1.1 million square feet that is projected to be converted from office use to an alternative use. This will add only approximately 1.0% to Manhattan's total inventory gross of conversions and only approximately 0.6% net of conversions over the next two years.
While the addition of new supply to the Manhattan office inventory is nominal relative to the size of the overall market, we view any additional supply as a positive to the Manhattan office market given the older vintage of the majority of Manhattan’s office inventory and the desire of certain tenants to occupy new, high quality, efficient office space, which often isn’t available in older vintage properties. In addition, Manhattan’s office inventory has only grown by one million square feet over the last 25-30 years.
General Terms of Leases in the Manhattan Markets
Leases entered into for space in Manhattan typically contain terms that may not be contained in leases in other U.S. office markets. The initial term of leases entered into for space in Manhattan is generally seven to fifteen years. Tenants leasing space in excess of 10,000 square feet for an initial term of 10 years or longer often will negotiate an option to extend the term of the lease for one or two renewal periods, typically for a term of five years each. The base rent during the initial term often will provide for agreed-upon periodic increases over the term of the lease. Base rent for renewal terms is most often based upon the then fair

7


market rental value of the premises as of the commencement date of the applicable renewal term (generally determined by binding arbitration in the event the landlord and the tenant are unable to mutually agree upon the fair market value), though base rent for a renewal period may be set at 95% of the then fair market rent. Very infrequently, leases may contain termination options whereby a tenant can terminate the lease obligation before the lease expiration date upon payment of a penalty together with repayment of the unamortized portion of the landlord's transaction costs (e.g., brokerage commissions, free rent periods, tenant improvement allowances, etc.).
In addition to base rent, a tenant will generally also pay its pro rata share of increases in real estate taxes and operating expenses for the building over a base year, which is typically the year during which the term of the lease commences, based upon the tenant's proportionate occupancy of the building. In some smaller leases (generally less than 10,000 square feet), in lieu of paying additional rent based upon increases in building operating expenses, base rent will be increased each year during the lease term by a set percentage on a compounding basis (though the tenant will still pay its pro rata share of increases in real estate taxes over a base year).
Tenants typically receive a free rent period following commencement of the lease term, which in some cases may coincide with the tenant's construction period.
The landlord most often supplies electricity either on a sub-metered basis at the landlord's cost plus a fixed percentage or a rent inclusion basis (i.e., a fixed fee is added to the base 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, freight elevator service during business hours and base building cleaning typically are provided at no additional cost, but are included in the building's operating expenses. The tenant will typically pay additional rent only for services which exceed base building services or for services which are provided other than during normal business hours.
In a typical lease for a new tenant renting in excess of 10,000 square feet, the landlord will deliver the premises with existing improvements demolished. In such instances, the landlord will typically provide a tenant improvement allowance, which is a fixed sum that the landlord makes available to the tenant to reimburse the tenant for all or a portion of the tenant's initial construction of its premises. Such sum typically is payable as work progresses, upon submission by the tenant of invoices for the cost of construction and lien waivers. However, in certain leases (most often for relatively small amounts of space), the landlord will construct the premises for the tenant at a cost to the landlord not to exceed an agreed upon amount with the tenant paying any amount in excess of the agreed upon amount. In addition, landlords may rent space to a tenant that is "pre-built" (i.e., space that was constructed by the landlord in advance of lease signing and is ready to for the tenant to move in with the tenant selecting paint and carpet colors).
Occupancy
The following table sets forth the weighted average occupancy rates at our office properties based on space leased as of December 31, 2016, 2015 and 2014:
 
 
Percent Occupied as of December 31,
Property
 
2016
 
2015
 
2014
Manhattan properties
 
94.9
%
 
92.8
%
 
95.2
%
Suburban properties
 
82.6
%
 
79.5
%
 
80.7
%
Same-Store properties(1)
 
93.7
%
 
93.5
%
 
91.6
%
Unconsolidated Joint Venture Properties
 
91.8
%
 
82.8
%
 
92.4
%
Portfolio
 
92.8
%
 
90.5
%
 
92.4
%
____________________________________________________________________
(1) Same-Store properties for 2016 represents 46 of our 49 consolidated office buildings owned by us at January 1, 2015 and still owned by us in the same manner at December 31, 2016.
Rent Growth
We are constantly evaluating the conditions of the markets in which we operate in order to assess the potential rent growth embedded in our portfolio. We estimated that rents in place at December 31, 2016 for all leases expiring in future periods, excluding triple net leases, in our Manhattan and Suburban consolidated operating properties were 10.2% and 6.0%, respectively, below management's estimates of current market asking rents. Taking rents are typically lower than asking rents and may vary from building to building. We estimated that rents in place at December 31, 2016 for all leases expiring in future periods, excluding triple net leases, in our Manhattan and Suburban operating properties owned through unconsolidated joint ventures were 11.7% and 1.4%, respectively, below management's estimates of current market asking rents. As of December 31, 2016, 41.6% and 52.8% of all leases in-place in our Manhattan and Suburban consolidated operating properties, respectively, were scheduled to expire during the next five years. As of December 31, 2016, 21.6% and 53.8% of all leases in-place in our Manhattan and Suburban

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operating properties owned through unconsolidated joint ventures, respectively, were also scheduled to expire during the next five years. There can be no assurances that our estimates of current market rents are accurate, that market rents currently prevailing will not erode in the future or that we will realize any rent growth. However, we believe that rents, which in the current portfolio are below market, provide a potential for long-term internal growth.
Industry Segments
The Company is a REIT that acquires, owns, repositions, manages and leases commercial office, retail and multifamily properties in the New York Metropolitan area and has two reportable segments: real estate and debt and preferred equity investments. Our industry segments are discussed in Note 21, "Segment Information," in the accompanying consolidated financial statements.
We evaluate real estate performance and allocate resources based on earnings contribution to income from continuing operations. At December 31, 2016, our real estate portfolio was primarily located in one geographical market, the New York Metropolitan area. The primary sources of revenue are generated from tenant rents and escalations and reimbursement revenue. Real estate property operating expenses consist primarily of security, maintenance, utility costs, real estate taxes and, at certain properties, ground rent expense. As of December 31, 2016, two tenants in our office portfolio contributed 8.1%, and 6.7% of our office portfolio annualized cash rent. No other tenant contributed more than 5.0% of our office portfolio annualized cash rent. Office portfolio annualized cash rent includes our consolidated annualized cash rent and our share of joint venture annualized cash rent. One property, which was sold in June 2016, contributed 12.3% of our consolidated total revenue for 2016. No other property contributed in excess of 10.0% of our consolidated total revenue for 2016.
At December 31, 2016, we held debt and preferred equity investments with a book value of $2.0 billion, including $0.3 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. At December 31, 2016, the assets underlying our debt and preferred equity investments were located in the New York Metropolitan area. The primary sources of revenue are generated from interest and fee income.
Employees
At December 31, 2016, we employed 1,075 employees, 210 of whom were managers and professionals, 767 of whom were hourly-paid employees involved in building operations and 98 of whom were clerical, data processing and other administrative employees. There are currently six collective bargaining agreements which cover the workforce that services substantially all of our properties.
Highlights from 2016
Our significant achievements from 2016 included:
Corporate
Broke ground for the development of the 1,401 foot tall, 1.7 million square feet One Vanderbilt office tower directly west of Grand Central Terminal.
Expanded the number of Independent Directors from five to six by naming Lauren Dillard as an Independent Director.
Leasing
Signed 169 Manhattan office leases covering approximately 3.2 million square feet. The mark-to-market on signed Manhattan office leases was 27.6% higher in 2016 than the previously fully escalated rents on the same spaces.
Signed 86 Suburban office leases covering approximately 0.6 million square feet. The mark-to-market on signed Suburban office leases was 6.1% higher in 2016 than the previously fully escalated rents on the same spaces.
Signed a new lease with Nike, Inc. for 69,214 square feet at 650 Fifth Avenue for 15 years.
Signed a lease renewal with Penguin Random House at 1745 Broadway for 603,650 square feet, bringing the remaining lease term to 16.8 years.
Signed a leasehold condominium conveyance with Visiting Nurse Service of New York at 220 East 42nd Street for 308,115 square feet for 30.5 years.
Acquisitions
Closed on the acquisition of a 20 percent interest in the newly completed, 1,176 unit "Sky" residential tower, located at 605 West 42nd Street, at a previously negotiated purchase option valuation.
Closed on the off-market acquisition of 183 Broadway for $28.5 million.

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Dispositions
Sourced joint venture partners, National Pension Service of Korea ("NPS") and Hines Interest, LP ("Hines"), which acquired a 27.6% and 1.4% interest, respectively, in One Vanderbilt in January, 2017 and committed aggregate equity to the project of no less than $525 million.
Closed on the sale of 388 Greenwich Street for $2.0 billion, net of any unfunded tenant concession.
Closed on the sale of a 40% interest in Eleven Madison Avenue for a total gross valuation of $2.6 billion, inclusive of the costs associated with lease stipulated improvements to the property.
Together with our joint venture partner, closed on the sale of the Pace University dormitory tower at 33 Beekman for $196.0 million.
Closed on the sale of a 49% interest in 400 East 57th Street for a gross asset valuation of $170.0 million.
Together with our joint venture partner, closed on the sale of 7 Renaissance Square for a total gross asset valuation of $20.7 million
Closed on the sale of 500 West Putnam Avenue in Greenwich, Connecticut, for a gross asset valuation of $41.0 million.
Debt and Preferred Equity Investments
Originated and retained, or acquired, $1,015 million in debt and preferred equity investments, inclusive of advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, and recorded $1,044 million of proceeds from sales, repayments and participations.
Finance
Standard & Poor’s Ratings Services upgraded the corporate credit rating of the Company to investment grade.
Fitch Ratings upgraded the rating outlook for the Company and affirmed the investment grade corporate credit rating.
Closed on $1.5 billion of construction financing for One Vanderbilt Avenue. The facility has a term of up to 7 years and bears interest at a floating rate of 3.50% over LIBOR, with the ability to reduce the spread to as low as 3.00% upon achieving certain pre-leasing and completion milestones.
Closed on an expansion of the term loan portion of the Company's unsecured corporate credit facility by $250.0 million, increasing the total facility size to $2.783 billion.
Closed on the refinancing of the Company's $300.0 million debt and preferred equity liquidity facility, which provides for favorable financing of the Company's debt and preferred equity portfolio. The new facility has a 2-year term with a 1-year extension option and bears interest ranging from 225 to 400 basis points over LIBOR. depending on the pledged collateral.
Together with our joint venture partners, closed on a $900.0 million refinancing of 280 Park Avenue. The new facility has a 3-year term (subject to four 1-year extension options), carries a floating interest rate of LIBOR plus 2.00% and replaces the previous $721.0 million of indebtedness on the property that was set to mature in June, 2016.
Together with our joint venture partners, closed on a $177.0 million 10-year refinancing of 800 Third Avenue, which replaces the previous $20.9 million mortgage that was set to mature in August, 2017. The new mortgage loan bears interest at a fixed rate of 3.17%, subject to up to a 20 basis point increase under certain conditions.
Closed on the refinancing of 1-7 Landmark Square in Stamford, Connecticut. The $100.0 million financing has a 10-year term, carries a fixed effective interest rate of 4.91% and replaces the previous $77.9 million of indebtedness on the property.
Together with our joint venture partners, closed on a $100.0 million recapitalization of Jericho Plaza, which bears interest at a floating rate of 4.15% over LIBOR.
Together with our joint venture partner, closed on a $97.0 million refinancing of 650 Fifth Avenue, which replaces the previous $65.0 million mortgage and bears interest at a floating rate of 3.75% over LIBOR.
Obtained floating rate construction financing of $44.0 million for the retail development at 719 Seventh Avenue, which bears interest at a floating rate of 3.05% over LIBOR, with the ability to reduce the spread to 2.55% upon achieving certain hurdles.
Together with our joint venture partner, closed on the refinancing of 400 East 58th Street. The $40.0 million financing has a 10-year term, carries a fixed interest rate of 3.00%, and replaces the previous $28.5 million of indebtedness on the property.

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ITEM 1A.    RISK FACTORS
Declines in the demand for office space in New York City, and in particular midtown Manhattan, as well as our Suburban markets, including Westchester County, Connecticut, New Jersey and Long Island, could adversely affect the value of our real estate portfolio and our results of operations and, consequently, our ability to service current debt and to pay dividends and distributions to security holders.
The majority of our property holdings are comprised of commercial office properties located in midtown Manhattan. Our property holdings also include a number of retail properties and multifamily residential properties. As a result, our business is dependent on the condition of the New York City economy in general and the market for office space in midtown Manhattan in particular. Future weakness and uncertainty in the New York City economy could materially reduce the value of our real estate portfolio and our rental revenues, and thus adversely affect our cash flow and our ability to service current debt and to pay dividends and distributions to security holders. Similarly, future weakness and uncertainty in our suburban markets could adversely affect our cash flow and our ability to service current debt and to pay dividends and distributions to security holders.
We believe that job creation in the financial and professional services industries in New York City impacts our overall financial performance.  Both new leasing activity and overall asking rents could be negatively impacted by declining rates of job creation in the current or future periods.
We may be unable to renew leases or relet space as leases expire.
If tenants decide not to renew their leases upon expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of a renewal or new lease, taking into account among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. As of December 31, 2016, approximately 8.3 million and approximately 1.6 million square feet, representing approximately 43.5% and approximately 23.7% of the rentable square feet, are scheduled to expire by December 31, 2021 at our consolidated properties and unconsolidated joint venture properties, respectively, and as of December 31, 2016, these leases had annualized escalated rent totaling $496.4 million and $110.0 million, respectively. We also have leases with termination options beyond 2021. In addition, changes in space utilization by tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to promptly renew the leases or relet the space at similar rates or if we incur substantial costs in renewing or reletting the space, our cash flow and ability to service debt obligations and pay dividends and distributions to security holders could be adversely affected.
We face significant competition for tenants.
The leasing of real estate is highly competitive. The principal competitive factors are rent, location, services provided and the nature and condition of the property to be leased. We directly compete with all owners, developers and operators of similar space in the areas in which our properties are located.
Our commercial office properties are concentrated in highly developed areas of midtown Manhattan and certain Suburban central business districts, or CBDs. Manhattan is the largest office market in the United States. The number of competitive office properties in Manhattan and CBDs in which our Suburban properties are located, which may be newer or better located than our properties, could have a material adverse effect on our ability to lease office space at our properties, and on the effective rents we are able to charge.
The expiration of long term leases or operating sublease interests where we do not own a fee interest in the land could adversely affect our results of operations.
Our interests in 420 Lexington Avenue, 461 Fifth Avenue, 711 Third Avenue, 625 Madison Avenue, 1185 Avenue of the Americas, 1080 Amsterdam Avenue, and 30 East 40th Street, all in Manhattan, and 1055 Washington Avenue, Stamford, Connecticut, are entirely or partially comprised of either long-term leasehold or operating sublease interests in the land and the improvements, rather than by ownership of fee interest in the land.
We have the ability to acquire the fee position at 461 Fifth Avenue for a fixed price on a specific date. The average remaining term of these long-term leases as of December 31, 2016, including our unilateral extension rights on each of the properties, is 51 years. Pursuant to the leasehold arrangements, we, as tenant under the operating sublease, perform the functions traditionally performed by landlords with respect to our subtenants. We are responsible for not only collecting rent from our subtenants, but also maintaining the property and paying expenses relating to the property. Our share of annualized cash rents of the commercial office properties held through long-term leases or operating sublease interests at December 31, 2016 totaled $289.0 million, or 21.8%, of our share of total Portfolio annualized cash rent. Unless we purchase a fee interest in the underlying land or extend the terms of these leases prior to expiration, we will lose our right to operate these properties upon expiration of the leases, which could adversely affect our financial condition and results of operations. Rent payments under leasehold or operating sublease interests are adjusted, within the parameters of the contractual arrangements, at certain intervals. Rent adjustments may result in higher rents that could adversely affect our financial condition and results of operation.

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Adverse economic and geopolitical conditions in general and the commercial office markets in the New York Metropolitan area in particular could have a material adverse effect on our results of operations and financial condition and, consequently, our ability to service debt obligations and to pay dividends and distributions to security holders.
Our business may be affected by volatility in the financial and credit markets and other market, economic, or political challenges experienced by the U.S. economy or the real estate industry as a whole, including changes in law and policy accompanying the new administration and uncertainty in connection with any such changes. Future periods of economic weakness could result in reduced access to credit and/or wider credit spreads. Economic or political uncertainty, including concern about growth and the stability of the markets generally, may lead many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers, which could adversely affect our liquidity and financial condition, and the liquidity and financial condition of our tenants. Our business may also be adversely affected by local economic conditions, as substantially all of our revenues are derived from our properties located in the New York Metropolitan area, particularly in New York, New Jersey and Connecticut. Because our portfolio consists primarily of commercial office buildings, located principally in midtown Manhattan, as compared to a more diversified real estate portfolio, if economic conditions deteriorate, then our results of operations, financial condition and ability to service current debt and to pay dividends to our stockholders may be adversely affected. Specifically, our business may be affected by the following conditions:
significant job losses or declining rates of job creation which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;
our ability to borrow on terms and conditions that we find acceptable may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reducing our returns from both our existing operations and our acquisition and development activities and increasing our future interest expense; and
reduced values of our properties, which may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans.
We rely on five large properties for a significant portion of our revenue.
Five of our properties, 1515 Broadway, 1185 Avenue of the Americas, 11 Madison Avenue, 420 Lexington Avenue, and 1 Madison Avenue accounted for 33.3% of our Portfolio annualized cash rent, which includes our share of joint venture annualized cash rent as of December 31, 2016.
Our revenue and cash available to service debt obligations and for distribution to our stockholders would be materially adversely affected if any of these properties were materially damaged or destroyed. Additionally, our revenue and cash available to service debt obligations and for distribution to our stockholders would be materially adversely affected if tenants at these properties fail to timely make rental payments due to adverse financial conditions or otherwise, default under their leases or file for bankruptcy or become insolvent.
Our results of operations rely on major tenants and insolvency or bankruptcy of these or other tenants could adversely affect our results of operations.
Giving effect to leases in effect as of December 31, 2016 for consolidated properties and unconsolidated joint venture properties, as of that date, our five largest tenants, based on annualized cash rent, accounted for 20.4% of our share of Portfolio annualized cash rent, with two tenants, Credit Suisse Securities (USA) LLC, and Viacom International Inc. accounting for 8.1%, and 6.7% of our share of Portfolio annualized cash rent, respectively. Our business and results of operations would be adversely affected if any of our major tenants became insolvent, declared bankruptcy, or otherwise refused to pay rent in a timely fashion or at all. In addition, if business conditions in the industries in which our tenants are concentrated deteriorate, we may experience increases in past due accounts, defaults, lower occupancy and reduced effective rents across tenants in such industries, which could in turn have an adverse effect on our business and results of operations.
Leasing office space to smaller and growth-oriented businesses could adversely affect our cash flow and results of operations.
Some of the tenants in our properties are smaller, growth-oriented businesses that may not have the financial strength of larger corporate tenants. Smaller companies generally experience a higher rate of failure than larger businesses. Growth-oriented firms may also seek other office space as they develop. Leasing office space to these companies could create a higher risk of tenant defaults, turnover and bankruptcies, which could adversely affect our cash flow and results of operations.
We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue.
We earn a significant portion of our income from renting our properties. Our operating costs, however, do not necessarily fluctuate in direct proportion to changes in our rental revenue. As a result, our costs will not necessarily decline even if our revenues do. In such event, we may be forced to borrow to cover our costs, we may incur losses or we may not have cash available to service our debt and to pay dividends and distributions to security holders.

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We face risks associated with property acquisitions.
We may acquire interests in properties, individual properties and portfolios of properties, including large portfolios that could significantly increase our size and alter our capital structure. Our acquisition activities may be exposed to, and their success may be adversely affected by, the following risks:
we may be unable to meet required closing conditions;
we may be unable to finance acquisitions and developments of properties on favorable terms or at all;
we may be unable to lease our acquired properties on the same terms or to the same level of occupancy as our existing properties;
acquired properties may fail to perform as we expected;
we may expend funds on, and devote management time to, acquisition opportunities which we do not complete, which may include non-refundable deposits;
our estimates of the costs we incur in renovating, improving, developing or redeveloping acquired properties may be inaccurate;
we may not be able to obtain adequate insurance coverage for acquired properties; and
we may be unable to quickly and efficiently integrate new acquisitions and developments, particularly acquisitions of portfolios of properties, into our existing operations, and therefore our results of operations and financial condition could be adversely affected.
We may acquire properties subject to both known and unknown liabilities and without any recourse, or with only limited recourse to the seller. As a result, if a liability were asserted against us arising from our ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flow. Unknown liabilities with respect to properties acquired might include:
claims by tenants, vendors or other persons arising from dealing with the former owners of the properties;
liabilities incurred in the ordinary course of business;
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties; and
liabilities for clean-up of undisclosed environmental contamination.
Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.
We may acquire properties when we are presented with attractive opportunities. We may face competition for acquisition opportunities from other investors, particularly those investors who are willing to incur more leverage, and this competition may adversely affect us by subjecting us to the following risks:
an inability to acquire a desired property because of competition from other well-capitalized real estate investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors; and
an increase in the purchase price for such acquisition property.
If we are unable to successfully acquire additional properties, our ability to grow our business could be adversely affected. In addition, increases in the cost of acquisition opportunities could adversely affect our results of operations.
We have commenced construction for our ground-up development project at One Vanderbilt Avenue.
The Company continues its significant ground-up development project at One Vanderbilt Avenue. During 2016, the Company obtained a $1.5 billion construction facility for the project and also sourced joint venture partners, NPS and Hines, which acquired a 27.6% and 1.4% interest, respectively, in the project, respectively, in January 2017 and have committed aggregate equity to the project of no less than $525.0 million. The Company and Hines will co-develop the building.
Construction of the project will not be completed for several years. As with any ground-up development project, unforeseen delays and other matters could further delay completion, result in increased costs or otherwise have a material effect on our results of operations. In addition, the extended time frame to complete the project will cause the project to be subject to shifts and trends in the real estate market which may not be consistent with our current business plans for this property.

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The Company's project at One Vanderbilt Avenue is located directly above public transit lines and is adjacent to Grand Central Terminal and other historic buildings. Damage to infrastructure or adjacent properties as well as the impact to the area due to construction noise, traffic, or debris could lead to reputational damage and legal actions.
We are subject to risks that affect the retail environment.
Approximately 4.8% of our Portfolio annualized cash rent is generated by retail properties, principally in Manhattan. As a result, we are subject to risks that affect the retail environment generally, including the level of consumer spending, consumer confidence and levels of tourism in Manhattan. These factors could adversely affect the financial condition of our retail tenants and the willingness of retailers to lease space in our retail properties, which could in turn have an adverse effect on our business and results of operations.
The occurrence of a terrorist attack may adversely affect the value of our properties and our ability to generate cash flow.
Our operations are primarily concentrated in the New York Metropolitan area. In the aftermath of a terrorist attack or other acts of terrorism or war, tenants in the New York Metropolitan area may choose to relocate their business to less populated, lower-profile areas of the United States that those tenants believe are not as likely to be targets of future terrorist activity. In addition, economic activity could decline as a result of terrorist attacks or other acts of terrorism or war, or the perceived threat of such acts. Each of these impacts could in turn trigger a decrease in the demand for space in the New York Metropolitan area, which could increase vacancies in our properties and force us to lease our properties on less favorable terms. Furthermore, we may also experience increased costs in relation to security equipment and personnel. As a result, the value of our properties and our results of operations could materially decline.
Potential losses may not be covered by 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. Management believes the policy specifications and insured limits are appropriate given the relative risk of loss, the cost of the coverage, and industry practice. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as the development of One Vanderbilt.
On January 12, 2015, the Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007 ("TRIPRA") (formerly the Terrorism Risk Insurance Act) was reauthorized until December 31, 2020 pursuant to the Terrorism Insurance Program Reauthorization and Extension Act of 2015. The TRIPRA extends the federal Terrorism Insurance Program that requires insurance companies to offer terrorism coverage and provides for compensation for insured losses resulting from acts of certified terrorism, subject to the current program trigger of $120.0 million, which will increase by $20.0 million per annum, commencing December 31, 2015 (Trigger). Coinsurance under TRIPRA is 16%, increasing 1% per annum, as of December 31, 2015 (Coinsurance). There are no assurances TRIPRA will be further extended.
Our wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, acts as a captive insurance company and as one of the elements of our overall insurance program. Belmont was formed in an effort, among other reasons, to stabilize to some extent the impact of insurance market fluctuations. Belmont is licensed by New York State as a direct insurer of Terrorism and NBCR Terrorism, and a reinsurer with respect to portions of our General Liability, Environmental Liability, Flood, Professional Liability, Employment Practices Liability and D&O coverage. Belmont purchases reinsurance for its Coinsurance and is backstopped by the Federal government for the balance of its terrorism limit for certified acts of terrorism above the Trigger. We purchase direct, third party terrorism insurance up to the Trigger for certified acts of terrorism. Belmont is backstopped by the Federal government for certified acts of NBCR terrorism above the Trigger and subject to its Coinsurance, however does not reinsure its NBCR Coinsurance requirement. There is no coverage for a NBCR terrorism act if covered industry losses are below the Trigger. As long as we own Belmont, we are responsible for its liquidity and capital resources, and the accounts of Belmont are part of our consolidated financial statements. If we experience a loss and Belmont is required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of Belmont's required payment. Therefore, certain insurance coverage provided by Belmont should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.
Our debt instruments, consisting of mortgage loans secured by our properties (which are generally non-recourse to us), mezzanine loans, ground leases, our 2012 credit facility, senior unsecured notes and other corporate obligations, contain customary covenants requiring us to maintain insurance. Although we believe that we currently maintain sufficient insurance coverage to satisfy these obligations, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. In such instances, there can be no assurance that the lenders or ground lessors under these instruments will not take the position that a total or partial exclusion from “all-risk” insurance coverage for losses due to, for example, terrorist acts is a breach of these debt and ground lease instruments allowing the lenders or ground lessors to declare an event of default and accelerate repayment of debt or recapture of ground lease positions. In addition, if lenders require greater coverage that we are unable to obtain at

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commercially reasonable rates, we may incur substantially higher insurance premiums or our ability to finance our properties and expand our portfolio may be adversely impacted.
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. We may have less protection than with respect to the properties where we obtain coverage directly. Although we consider our insurance coverage to be appropriate, in the event of a major catastrophe, we may not have sufficient coverage to replace certain properties.
We face possible risks associated with the natural disasters and the physical effects of climate change.
We are subject to risks associated with natural disasters and the physical effects of climate change, which can include storms, hurricanes and flooding, any of which could have a material adverse effect on our properties, operations and business. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.
SL Green depends on dividends and distributions from its direct and indirect subsidiaries.
Substantially all of our assets are held through subsidiaries of our Operating Partnership. Our Operating Partnership’s cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of SL Green's cash flow is dependent on cash distributions to it by our Operating Partnership. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders.
Therefore, our Operating Partnership’s ability to make distributions to holders of its partnership units depends on its subsidiaries’ ability first to satisfy their obligations to their creditors and then to make distributions to our Operating Partnership. Likewise, SL Green's ability to pay dividends to holders of common stock and preferred stock depends on our Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions payable to holders of preferred units and then to make distributions to SL Green.
Furthermore, the holders of preferred partnership units of our Operating Partnership are entitled to receive preferred distributions before payment of distributions to holders of common units of our Operating Partnership, including SL Green. Thus, SL Green’s ability to pay cash dividends to its shareholders and satisfy its debt obligations depends on our Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred partnership units and then to holders of its common units, including SL Green.
In addition, SL Green’s participation in any distribution of the assets of any of its direct or indirect subsidiaries upon the liquidation, reorganization or insolvency, is only after the claims of the creditors, including trade creditors and preferred security holders, are satisfied.
Debt financing, financial covenants, degree of leverage, and increases in interest rates could adversely affect our economic performance.
Scheduled debt payments could adversely affect our results of operations.
Cash flow could be insufficient to pay dividends and meet the payments of principal and interest required under our current mortgages, our 2012 credit facility, our senior unsecured notes, our debentures and indebtedness outstanding at our joint venture properties. The total principal amount of our outstanding consolidated indebtedness was $6.6 billion as of December 31, 2016, consisting of a $1.2 billion unsecured bank term loan, $1.1 billion under our senior unsecured notes, $0.1 billion of junior subordinated deferrable interest debentures, $4.1 billion of non-recourse mortgages and loans payable on certain of our properties and debt and preferred equity investments, and $0.1 billion letters of credit. In addition, we could increase the amount of our outstanding consolidated indebtedness in the future, in part by borrowing under the revolving credit facility portion of our 2012 credit facility. The $1.6 billion revolving credit facility portion of our 2012 credit facility currently matures in March 2020, which includes two six-month extension options. In the first quarter of 2015, we modified and extended the revolving credit facility from March 2018 to March 2020 and reduced the margin by 25 basis points. This modification took effect in the first quarter of 2015. As of December 31, 2016, the total principal amount of non-recourse indebtedness outstanding at the joint venture properties was $6.5 billion, of which our proportionate share was $2.7 billion. As of December 31, 2016, we had no recourse indebtedness outstanding at our unconsolidated joint venture properties.

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If we are unable to make payments under our 2012 credit facility, all amounts due and owing at such time shall accrue interest at a rate equal to 2% higher than the rate at which each draw was made. If we are unable to make payments under our senior unsecured notes, the principal and unpaid interest will become immediately payable. If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose on the property, resulting in loss of income and asset value. Foreclosure on mortgaged properties or an inability to make payments under our 2012 credit facility or our senior unsecured notes could trigger defaults under the terms of our other financings, making such financings at risk of being declared immediately payable, and would have a negative impact on our financial condition and results of operations.
We may not be able to refinance existing indebtedness, which may require substantial principal payments at maturity. $267.7 million of consolidated mortgage debt and $312.2 million of unconsolidated joint venture debt is scheduled to mature in 2017 after giving effect to repayments and refinancing of consolidated and joint venture debt between December 31, 2016 and February 17, 2017 as discussed in the "Financial Statements and Supplementary Data" section. At the present time, we intend to repay, refinance, or exercise extension options on the debt associated with our properties on or prior to their respective maturity dates. At the time of refinancing, prevailing interest rates or other factors, such as the possible reluctance of lenders to make commercial real estate loans, may result in higher interest rates. Increased interest expense on the extended or refinanced debt would adversely affect cash flow and our ability to service debt obligations and pay dividends and distributions to security holders. If any principal payments due at maturity cannot be repaid, refinanced or extended, our cash flow will not be sufficient to repay maturing or accelerated debt.
Financial covenants could adversely affect our ability to conduct our business.
The mortgages and mezzanine loans on our properties generally contain customary negative covenants that limit our ability to further mortgage the properties, to enter into material leases without lender consent or materially modify existing leases, among other things. In addition, our 2012 credit facility and senior unsecured notes contain restrictions and requirements on our method of operations. Our 2012 credit facility and our unsecured notes also require us to maintain designated ratios, including but not limited to, total debt-to-assets, debt service coverage and unencumbered assets-to-unsecured debt. These restrictions could adversely affect operations (including reducing our flexibility and our ability to incur additional debt), our ability to pay debt obligations and our ability to pay dividends and distributions to security holders.
Rising interest rates could adversely affect our cash flow.
Advances under our 2012 credit facility and certain property-level mortgage debt bear interest at a variable rate. Our consolidated variable rate borrowings totaled $1.1 billion at December 31, 2016. In addition, we could increase the amount of our outstanding variable rate debt in the future, in part by borrowing additional amounts under our 2012 credit facility, which consisted of a $1.6 billion revolving credit facility. Borrowings under our revolving credit facility and term loan bore interest at the 30-day LIBOR, plus spreads of 125 basis points and 140 basis points, respectively, at December 31, 2016. As of December 31, 2016, borrowings under our term loan and junior subordinated deferrable interest debentures totaled $1.2 billion and $100.0 million, respectively, and bore weighted average interest at 2.05% and 1.93%, respectively. We may incur indebtedness in the future that also bears interest at a variable rate or may be required to refinance our debt at higher rates. At December 31, 2016, a hypothetical 100 basis point increase in interest rates across each of our variable interest rate instruments would decrease our annual interest costs by $2.4 million and would increase our share of joint venture annual interest costs by $11.6 million. Our joint ventures may also incur variable rate debt and face similar risks. Accordingly, increases in interest rates could adversely affect our results of operations and financial conditions and our ability to continue to pay dividends and distributions to security holders.
Failure to hedge effectively against interest rate changes may adversely affect results of operations.
The interest rate hedge instruments we use to manage some of our exposure to interest rate volatility involve risk and counterparties may fail to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing our exposure to interest rate changes and when existing interest rate hedges terminate, we may incur increased costs in putting in place further interest rate hedges. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.
Increases in our level of indebtedness could adversely affect our stock price.
Our organizational documents do not contain any limitation on the amount of indebtedness we may incur. As of December 31, 2016, assuming the conversion of all outstanding units of the Operating Partnership into shares of SL Green's common stock, our combined debt-to-market capitalization ratio, including our share of joint venture debt of $2.7 billion, was 43.3%. Our market capitalization is variable and does not necessarily reflect the fair market value of our assets at all times. We also consider factors other than market capitalization in making decisions regarding the incurrence of indebtedness, such as the purchase price of properties to be acquired with debt financing, the estimated market value of our properties upon refinancing and the ability of particular properties and our business as a whole to generate cash flow to cover expected debt service. Any changes that increase our debt-to-market capitalization percentage could be viewed negatively by investors. As a result, our stock price could decrease.

16


A downgrade in our credit ratings could materially adversely affect our business and financial condition.
Our credit rating and the credit ratings assigned to our debt securities and our preferred stock could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant such action. Moreover, these credit ratings are not recommendations to buy, sell or hold our common stock or any other securities. If any of the credit rating agencies that have rated our securities downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on our costs and availability of funding, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to security holders.
Debt and preferred equity investments could cause us to incur expenses, which could adversely affect our results of operations.
We held first mortgages, mezzanine loans, junior participations and preferred equity interests in 64 investments with an aggregate net book value of $2.0 billion including $0.3 billion of investments recorded in balance sheet line items other than the Debt and Preferred Equity Investments line item at December 31, 2016. Some of these instruments may be recourse to their sponsors, while others are limited to the collateral securing the loan. In the event of a default under these obligations, we may have to take possession of the collateral securing these interests. Borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in response to actions to enforce their obligations to us. Declines in the value of the property may prevent us from realizing an amount equal to our investment upon foreclosure or realization even if we make substantial improvements or repairs to the underlying real estate in order to maximize such property's investment potential. In addition, we may invest in mortgage-backed securities and other marketable securities.
We maintain and regularly evaluate the need for reserves to protect against potential future losses. Our reserves reflect management's judgment of the probability and severity of losses and the value of the underlying collateral. We cannot be certain that our judgment will prove to be correct and that our reserves will be adequate over time to protect against future losses because of unanticipated adverse changes in the economy or events adversely affecting specific properties, assets, tenants, borrowers, industries in which our tenants and borrowers operate or markets in which our tenants and borrowers or their properties are located. As of December 31, 2016, we had no recorded reserves for possible credit losses. If our reserves for credit losses prove inadequate, we could suffer losses which would have a material adverse effect on our financial performance, the market prices of our securities and our ability to pay dividends and distributions to security holders.
Joint investments could be adversely affected by our lack of sole decision-making authority and reliance upon a co-venturer's financial condition.
We co-invest with third parties through partnerships, joint ventures, co-tenancies or other structures, and by acquiring non-controlling interests in, or sharing responsibility for managing the affairs of, a property, partnership, joint venture, co-tenancy or other entity. Therefore, we may not be in a position to exercise sole decision-making authority regarding such property, partnership, joint venture or other entity. Investments in partnerships, joint ventures, or other entities may involve risks not present were a third party not involved, including the possibility that our partners, co-tenants or co-venturers might become bankrupt or otherwise fail to fund their share of required capital contributions. Additionally, our partners or co-venturers might at any time have economic or other business interests or goals which are competitive or inconsistent with our business interests or goals. These investments may also have the potential risk of impasses on decisions such as a sale, because neither we, nor the partner, co-tenant or co-venturer would have full control over the partnership or joint venture. In addition, we may in specific circumstances be liable for the actions of our third-party partners, co-tenants or co-venturers. As of December 31, 2016, our unconsolidated joint ventures owned 41 properties and we had an aggregate cost basis in these joint ventures totaling $1.9 billion. As of December 31, 2016, our share of unconsolidated joint venture debt, which is non-recourse to us, totaled $2.7 billion. None of the joint venture debt is recourse to us as of December 31, 2016.
Certain of our joint venture agreements contain terms in favor of our partners that could have an adverse effect on the value of our investments in the joint ventures.
Each of our joint venture agreements has been individually negotiated with our partner in the joint venture and, in some cases, we have agreed to terms that are more favorable to our partner in the joint venture than to us. For example, our partner may be entitled to a specified portion of the profits of the joint venture before we are entitled to any portion of such profits. We may also enter into similar arrangements in the future. These rights may permit our partner in a particular joint venture to obtain a greater benefit from the value or profits of the joint venture than us, which could have an adverse effect on the value of our investment in the joint venture and on our financial condition and results of operations.

17


We may incur costs to comply with environmental and health and safety laws.
We are subject to various federal, state and local environmental and health and safety laws which change from time to time. These laws regulate, among other things, air and water quality, our use, storage, disposal and management of hazardous substances and wastes and can impose liability on current and former property owners or operators for the clean-up of certain hazardous substances released on a property and any associated damage to natural resources without regard to whether the release was in compliance with law or whether it was caused by, or known to, the property owner or operator. The presence of hazardous substances on our properties may adversely affect occupancy and our ability to develop or sell or borrow against those properties. In addition to potential liability for clean-up costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons. Various laws also impose liability for the clean-up of contamination at any facility (e.g., a landfill) to which we have sent hazardous substances for treatment or disposal, without regard to whether the materials were transported, treated and disposed in accordance with law. Being held responsible for such a clean-up could result in significant cost to us and have a material adverse effect on our financial condition and results of operations.
We may incur significant costs complying with the Americans with Disabilities Act and other regulatory and legal requirements.
Our properties may be subject to risks relating to current or future laws including laws benefiting disabled persons, and other state or local zoning, construction or other regulations. These laws may require significant property modifications in the future, which could result in fines being levied against us in the future. The occurrence of any of these events could have an adverse impact on our cash flows and ability to pay dividends to stockholders.
Under the Americans with Disabilities Act, or ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Additional federal, state and local laws also may require modifications to our properties, or restrict our ability to renovate our properties. We have not conducted an audit or investigation of all of our properties to determine our compliance with laws and regulations to which we are subject. If one or more of our properties is not in compliance with the material provisions of the ADA or other legislation, then we may be required to incur additional costs to bring the property into compliance with the ADA or state or local laws. We cannot predict the ultimate amount of the cost of compliance with ADA or other legislation. If we incur substantial costs to comply with the ADA and any other legislation, our financial condition, results of operations and cash flow and/or ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected.
Our charter documents, debt instruments and applicable law may hinder any attempt to acquire us, which could discourage takeover attempts and prevent our stockholders from receiving a premium over the market price of our stock.
Provisions of SL Green's charter and bylaws could inhibit changes in control.
A change of control of our company could benefit stockholders by providing them with a premium over the then-prevailing market price of our stock. However, provisions contained in SL Green's charter and bylaws may delay or prevent a change in control of our company. These provisions, discussed more fully below, are:
staggered board of directors;
ownership limitations; and
the board of directors' ability to issue additional common stock and preferred stock without stockholder approval.
SL Green's board of directors is staggered into three separate classes.
SL Green's board of directors is divided into three classes, with directors in each such class serving staggered three year terms. The terms of the class I, class II and class III directors expire in 2017, 2018 and 2019, respectively. Our staggered board may deter a change in control because of the increased time period necessary for a third-party to acquire control of the board.
We have a stock ownership limit.
To remain qualified as a REIT for federal income tax purposes, not more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals at any time during the last half of any taxable year. For this purpose, stock may be "owned" directly, as well as indirectly under certain constructive ownership rules, including, for example, rules that attribute stock held by one shareholder to another shareholder. In part to avoid violating this rule regarding stock ownership limitations and maintain our REIT qualification, SL Green's charter prohibits ownership by any single stockholder of more than 9.0% in value or number of shares of its common stock. Limitations on the ownership of preferred stock may also be imposed by us.
SL Green's board of directors has the discretion to raise or waive this limitation on ownership for any stockholder if deemed to be in our best interest. SL Green's board of directors has granted such waivers from time to time. To obtain a waiver, a stockholder must present the board and our tax counsel with evidence that ownership in excess of this limit will not affect our present or future REIT status.

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Absent any exemption or waiver, stock acquired or held in excess of the limit on ownership will be transferred to a trust for the exclusive benefit of a designated charitable beneficiary, and the stockholder's rights to distributions and to vote would terminate. The stockholder would be entitled to receive, from the proceeds of any subsequent sale of the shares transferred to the charitable trust, the lesser of: the price paid for the stock or, if the owner did not pay for the stock, the market price of the stock on the date of the event causing the stock to be transferred to the charitable trust; and the amount realized from the sale.
This limitation on ownership of stock could delay or prevent a change in control of our company.
Debt may not be assumable.
We had $6.6 billion in consolidated debt as of December 31, 2016. Certain of this debt is not assumable and may be subject to significant prepayment penalties. These limitations could deter a change in control of our company.
Maryland takeover statutes may prevent a change of control of our company, which could depress our stock price.
Under the Maryland General Corporation Law, or the MGCL, "business combinations" between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, stock exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
any person who beneficially owns 10% or more of the voting power of the corporation's outstanding voting stock; or
an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.
A person is not an interested stockholder under the statute if the board of directors approves in advance the transaction by which he otherwise would have become an interested stockholder.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation, voting together as a single group; and
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer, including potential acquisitions that might involve a premium price for SL Green's common stock or otherwise be in the best interest of our stockholders.
In addition, Maryland law provides that holders of "control shares" of a Maryland corporation acquired in a "control share acquisition" will not have voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock owned by the acquiror, by officers of the corporation or by directors who are employees of the corporation, under the Maryland Control Share Acquisition Act. "Control shares" means voting shares of stock that, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (i) one-tenth or more but less than one-third; (ii) one-third or more but less than a majority; or (iii) a majority or more of all voting power. A "control share acquisition" means the acquisition of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions.
We have opted out of these provisions of the MGCL, with respect to business combinations and control share acquisitions, by resolution of SL Green's board of directors and a provision in SL Green's bylaws, respectively. However, in the future, SL Green's board of directors may reverse its decision by resolution and elect to opt in to the MGCL's business combination provisions, or amend SL Green's bylaws and elect to opt in to the MGCL's control share provisions.
Additionally, the MGCL permits SL Green's board of directors, without stockholder approval and regardless of what is provided in SL Green's charter or bylaws, to implement takeover defenses, some of which have not been implemented by SL Green's board of directors. Such takeover defenses, if implemented, may have the effect of inhibiting a third party from making us an acquisition proposal or of delaying, deferring or preventing a change in our control under circumstances that otherwise could provide our stockholders with an opportunity to realize a premium over the then-current market price.

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Future issuances of common stock, preferred stock and convertible debt could dilute existing stockholders' interests.
SL Green's charter authorizes its board of directors to issue additional shares of common stock, preferred stock and convertible equity or debt without stockholder approval and without the requirement to offer rights of pre-emption to existing stockholders. Any such issuance could dilute our existing stockholders' interests. Also, any future series of preferred stock may have voting provisions that could delay or prevent a change of control of our company.
Changes in market conditions could adversely affect the market price of SL Green's common stock.
As with other publicly traded equity securities, the value of SL Green's common stock depends on various market conditions, which may change from time to time. In addition to the current economic environment and future volatility in the securities and credit markets, the following market conditions may affect the value of SL Green's common stock:
the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
our financial performance; and
general stock and bond market conditions.
The market value of SL Green's common stock is based on a number of factors including, but not limited to, the market's perception of the current and future value of our assets, our growth potential and our current and potential future earnings and cash dividends. Consequently, SL Green's common stock may trade at prices that are higher or lower than our net asset value per share of common stock.
The trading price of SL Green's common stock has been and may continue to be subject to wide fluctuations.
Between January 1, 2016 and December 31, 2016, the closing sale price of SL Green's common stock on the New York Stock Exchange, or the NYSE, ranged from $80.54 to $119.20 per share. On February 17, 2017, the closing sale price of SL Green's common stock on the NYSE was $111.28. Our stock price may fluctuate in response to a number of events and factors, such as those described elsewhere in this "Risk Factors" section. Additionally, the amount of our leverage may hinder the demand for our common stock, which could have a material adverse effect on the market price of our common stock.
Market interest rates may have an effect on the value of SL Green's common stock.
If market interest rates go up, prospective purchasers of shares of SL Green's common stock may expect a higher distribution rate on SL Green's common stock. However, higher market interest rates may not result in more funds for us to distribute and could increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of SL Green's common stock to decrease.
Limitations on our ability to sell or reduce the indebtedness on specific mortgaged properties could adversely affect the value of SL Green's common stock.
In connection with past and future acquisitions of interests in properties, we have or may agree to restrictions on our ability to sell or refinance the acquired properties for certain periods. These limitations could result in us holding properties which we would otherwise sell, or prevent us from paying down or refinancing existing indebtedness, any of which may have adverse consequences on our business and result in a material adverse effect on our financial condition and results of operations.
We face potential conflicts of interest.
There are potential conflicts of interest between us and Stephen L. Green.
There is a potential conflict of interest relating to the disposition of certain property contributed to us by Stephen L. Green, and affiliated entities in our initial public offering. Mr. Green serves as the chairman of SL Green's board of directors and is an executive officer. If we sell a property in a transaction in which a taxable gain is recognized, for tax purposes the built-in gain would be allocated solely to him and not to us. As a result, Mr. Green has a conflict of interest if the sale of a property he contributed is in our best interest but not his.
In addition, Mr. Green's tax basis includes his share of debt, including mortgage indebtedness, owed by the Operating Partnership. If the Operating Partnership were to retire such debt, then he would experience a decrease in his share of liabilities, which, for tax purposes, would be treated as a distribution of cash to him. To the extent the deemed distribution of cash exceeded his tax basis, he would recognize gain. As a result, Mr. Green has a conflict of interest if the refinancing of indebtedness is in our best interest but not his.
Members of management may have a conflict of interest over whether to enforce terms of agreements with entities which Mr. Green, directly or indirectly, has an affiliation.


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Alliance Building Services, or Alliance, and its affiliates are partially owned by Gary Green, a son of Stephen L. Green, the chairman of SL Green's 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.
Our company and our tenants accounted for 24.8% of Alliance's 2016 estimated total revenue, based on information provided to us by Alliance. While we believe that the contracts pursuant to which these services are provided were the result of arm's length negotiations, there can be no assurance that the terms of such agreements, or dealings between the parties during the performance of such agreements, will be as favorable to us as those which could be obtained from unaffiliated third parties providing comparable services under similar circumstances.
SL Green's failure to qualify as a REIT would be costly and would have a significant effect on the value of our securities.
We believe we have operated in a manner for SL Green to qualify as a REIT for federal income tax purposes and intend to continue to so operate. Many of the REIT compliance requirements, however, are highly technical and complex. The determination that SL Green is a REIT requires an analysis of factual matters and circumstances. These matters, some of which are not totally within our control, can affect SL Green's qualification as a REIT. For example, to qualify as a REIT, at least 95% of our gross income must come from designated sources that are listed in the REIT tax laws. We are also required to distribute to stockholders at least 90% of our REIT taxable income excluding capital gains. The fact that we hold our assets through the Operating Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress and the Internal Revenue Service, or the IRS, might make changes to the tax laws and regulations that make it more difficult, or impossible, for us to remain qualified as a REIT.
If SL Green fails to qualify as a REIT, the funds available for distribution to our stockholders would be substantially reduced as we would not be allowed a deduction for dividends paid to our stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates and we could be subject to the federal alternative minimum tax and possibly increased state and local taxes.
Also, unless the IRS grants us relief under specific statutory provisions, SL Green would remain disqualified as a REIT for four years following the year in which SL Green first failed to qualify. If SL Green failed to qualify as a REIT, SL Green would have to pay significant income taxes and would therefore have less money available for investments, to service debt obligations or to pay dividends and distributions to security holders. This would have a significant adverse effect on the value of our securities. In addition, the REIT tax laws would no longer obligate us to make any distributions to stockholders. As a result of all these factors, if SL Green fails to qualify as a REIT, this could impair our ability to expand our business and raise capital.
We may be subject to adverse legislative or regulatory tax changes
The rules dealing with U.S. federal income taxation are continually under review by Congress, the IRS, and the U.S. Department of the Treasury. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.
We may in the future pay taxable dividends on SL Green's common stock in common stock and cash.
In order to qualify as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income, excluding net capital gain. In order to avoid taxation of our income, we are required to annually distribute to our stockholders all of our taxable income, including net capital gain. In order to satisfy these requirements, we may make distributions that are payable partly in cash and partly in shares of our common stock. If we pay such a dividend, taxable stockholders would be required to include the entire amount of the dividend, including the portion paid with shares of common stock, as income to the extent of our current and accumulated earnings and profits, and may be required to pay income taxes with respect to such dividends in excess of the cash dividends received.
We are dependent on external sources of capital.
We need a substantial amount of capital to operate and grow our business. This need is exacerbated by the distribution requirements imposed on us for SL Green to qualify as a REIT. We therefore rely on third-party sources of capital, which may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. In addition, we anticipate raising money in the public equity and debt markets with some regularity and our ability to do so will depend upon the general conditions prevailing in these markets. At any time, conditions may exist which effectively prevent us, or REITs in general, from accessing

21


these markets. Moreover, additional equity offerings may result in substantial dilution of our stockholders' interests, and additional debt financing may substantially increase our leverage.
Loss of our key personnel could harm our operations and our stock price.
We are dependent on the efforts of Marc Holliday, our chief executive officer, and Andrew W. Mathias, our president. These officers have employment agreements which expire in January 2019 and December 2017, respectively. A loss of the services of either of these individuals could adversely affect our operations and could be negatively perceived by the market resulting in a decrease in our stock price.
Our business and operations would suffer in the event of system failures or cyber security attacks.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to a number of risks including energy blackouts, natural disasters, terrorism, war, telecommunication failures and cyber attacks and intrusions, such as computer viruses, malware, attachments to e-mails, intrusion and unauthorized access, including from persons inside our organization or from persons outside our organization with access to our systems. The risk of a security breach or disruption, particularly through cyber attacks and intrusions, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and instructions from around the world have increased. Our systems are critical to the operation of our business and any system failure, accident or security breach that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions. Although we make efforts to maintain the security and integrity of our systems and have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Any compromise of our security could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security measures, which could harm our business.
Our property taxes could increase due to reassessment or property tax rate changes.
We are required to pay real property taxes in respect of our properties and such taxes may increase as our properties are reassessed by taxing authorities or as property tax rates change. An increase in the assessed value of our properties or our property tax rates could adversely impact our financial condition, results of operations and our ability to satisfy our debt service obligations and to pay dividends and distributions to our security holders.
Compliance with changing or new regulations applicable to corporate governance and public disclosure may result in additional expenses, affect our operations.
Changing or new laws, regulations and standards relating to corporate governance and public disclosure, including SEC regulations and NYSE rules, can create uncertainty for public companies. These changed or new laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity. As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.
Our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, our continued efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting and our external auditors' audit of that assessment have required the commitment of significant financial and managerial resources. We expect these efforts to require the continued commitment of significant resources. Further, our directors, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business.
Forward-looking statements may prove inaccurate.
See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Forward-looking Information," for additional disclosure regarding forward-looking statements.

ITEM 1B.    UNRESOLVED STAFF COMMENTS
As of December 31, 2016, we did not have any unresolved comments with the staff of the SEC.

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ITEM 2.    PROPERTIES
Our Portfolio
General
As of December 31, 2016, we owned or held interests in 24 consolidated commercial office buildings encompassing approximately 16.1 million rentable square feet and seven unconsolidated commercial office buildings encompassing approximately 6.6 million rentable square feet located primarily in midtown Manhattan. Many of these buildings include some amount of retail space on the lower floors, as well as basement/storage space. As of December 31, 2016, our portfolio also included ownership interests in 25 consolidated commercial office buildings encompassing approximately 4.1 million rentable square feet and two unconsolidated commercial office buildings encompassing approximately 640,000 rentable square feet located in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey. We refer to these buildings as our Suburban properties. Some of these buildings also include a small amount of retail space on the lower floors, as well as basement/storage space.
As of December 31, 2016, we also owned investments in 20 prime retail properties encompassing approximately 818,063 square feet, eight buildings in some stage of development or redevelopment encompassing approximately 814,149 square feet, 21 residential buildings encompassing 4,209 units (approximately 3,719,869 square feet) and two land interests under building improvements that are leased to a third party, encompassing approximately 203,456 square feet. In addition, we manage one office building owned by a third party encompassing approximately 336,000 square feet and held debt and preferred equity investments with a book value of $2.0 billion including $0.3 billion of investments recorded in balance sheet line items other than the Debt and Preferred Equity Investments line item.
The following tables set forth certain information with respect to each of the Manhattan and Suburban office, prime retail, residential, development and redevelopment properties and land interest in the portfolio as of December 31, 2016:
Manhattan Properties
 
Year Built/
Renovated
 
SubMarket
 
Approximate
Rentable
Square
Feet
 
Percent
of Portfolio
Rentable
Square
Feet
 
Percent
Occupied (1)
 
Annualized
Cash
Rent
(2)
 
Percent
of Portfolio
Annualized
Cash
Rent (3)
 
Number
of
Tenants
 
Annualized
Cash
Rent per
Leased
Square
Foot (4)
CONSOLIDATED OFFICE PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
"Same Store"
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100 Church Street
 
1959/2010
 
Downtown
 
1,047,500

 
4%
 
99.5%
 
$
41,647,071

 
3%
 
19
 
$
38.05

110 East 42nd Street
 
1921
 
Grand Central
 
215,400

 
1
 
92.0
 
10,024,277

 
1
 
24
 
53.92

125 Park Avenue
 
1923/2006
 
Grand Central
 
604,245

 
2
 
99.9
 
40,541,210

 
3
 
25
 
63.87

220 East 42nd Street
 
1929
 
Grand Central
 
1,135,000

 
4
 
75.8
 
41,419,549

 
3
 
28
 
47.72

304 Park Avenue South
 
1930
 
Midtown South
 
215,000

 
1
 
100.0
 
15,090,848

 
1
 
12
 
70.99

420 Lexington Ave (Graybar)
 
1927/1999
 
Grand Central North
 
1,188,000

 
4
 
97.0
 
78,306,834

 
6
 
207
 
55.56

461 Fifth Avenue (5)
 
1988
 
Midtown
 
200,000

 
1
 
99.9
 
18,655,416

 
1
 
11
 
89.91

485 Lexington Avenue
 
1956/2006
 
Grand Central North
 
921,000

 
3
 
96.8
 
60,635,863

 
5
 
23
 
67.51

555 West 57th Street
 
1971
 
Midtown West
 
941,000

 
3
 
99.9
 
40,627,045

 
3
 
9
 
40.28

609 Fifth Avenue
 
1925/1990
 
Rockefeller Center
 
160,000

 
1
 
76.6
 
15,376,177

 
1
 
13
 
123.17

625 Madison Avenue
 
1956/2002
 
Plaza District
 
563,000

 
2
 
98.8
 
59,212,718

 
4
 
25
 
102.95

635 Sixth Avenue
 
1902
 
Midtown South
 
104,000

 
1
 
100.0
 
8,979,247

 
1
 
2
 
95.22

641 Sixth Avenue
 
1902
 
Midtown South
 
163,000

 
1
 
100.0
 
13,670,136

 
1
 
7
 
80.60

711 Third Avenue—50.00%(6)
 
1955
 
Grand Central North
 
524,000

 
2
 
92.2
 
32,258,214

 
2
 
18
 
59.32

750 Third Avenue
 
1958/2006
 
Grand Central North
 
780,000

 
3
 
99.0
 
47,784,221

 
4
 
33
 
60.21

810 Seventh Avenue
 
1970
 
Times Square
 
692,000

 
3
 
93.6
 
44,995,971

 
3
 
47
 
65.72

919 Third Avenue—51.00%
 
1970
 
Grand Central North
 
1,454,000

 
5
 
100.0
 
97,465,047

 
4
 
8
 
65.16

1185 Avenue of the Americas
 
1969
 
Rockefeller Center
 
1,062,000

 
4
 
99.0
 
91,540,901

 
7
 
15
 
85.03

1350 Avenue of the Americas
 
1966
 
Rockefeller Center
 
562,000

 
2
 
87.9
 
39,528,575

 
3
 
34
 
76.19

1515 Broadway
 
1972
 
Times Square
 
1,750,000

 
6
 
97.3
 
117,147,660

 
9
 
11
 
69.87

1 Madison Avenue
 
1960/2002
 
Park Avenue South
 
1,176,900

 
4
 
100.0
 
73,995,799

 
6
 
2
 
62.51

Subtotal / Weighted Average
 
15,458,045

 
57%
 
95.9%
 
$
988,902,779

 
71%
 
573
 
 

23


Manhattan Properties
 
Year Built/
Renovated
 
SubMarket
 
Approximate
Rentable
Square
Feet
 
Percent
of Portfolio
Rentable
Square
Feet
 
Percent
Occupied (1)
 
Annualized
Cash
Rent
(2)
 
Percent
of Portfolio
Annualized
Cash
Rent (3)
 
Number
of
Tenants
 
Annualized
Cash
Rent per
Leased
Square
Foot (4)
"Non Same Store"
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30 East 40th Street—60.00%
 
1927
 
Grand Central South
 
69,446

 
—%
 
94.5%
 
4,508,616

 
—%
 
57
 
$
67.92

110 Greene Street—90.00%
 
1908/1920
 
Soho
 
223,600

 
1
 
69.3
 
9,681,581

 
1
 
58
 
76.70

600 Lexington Avenue
 
1983/2009
 
Grand Central North
 
303,515

 
1
 
85.1
 
20,231,283

 
1
 
32
 
79.56

Subtotal / Weighted Average
 
596,561

 
2%
 
80.3%
 
34,421,480

 
2%
 
147
 
 
Total / Weighted Average Manhattan Consolidated Office Properties
 
16,054,606

 
59%
 
95.4%
 
$
1,023,324,259

 
73%
 
720
 
 
UNCONSOLIDATED OFFICE PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
"Same Store"
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 Columbus Circle—48.90%
 
1927/2010
 
Columbus Circle
 
530,981

 
2%
 
96.8%
 
$
48,621,768

 
2%
 
34
 
$
94.87

100 Park Avenue—50.00%
 
1950/1980
 
Grand Central South
 
834,000

 
3
 
92.3
 
61,755,892

 
2
 
39
 
74.35

521 Fifth Avenue—50.50%
 
1929/2000
 
Grand Central
 
460,000

 
2
 
89.2
 
28,059,134

 
1
 
42
 
64.14

800 Third Avenue—60.50%
 
1972/2006
 
Grand Central North
 
526,000

 
2
 
97.8
 
35,154,492

 
2
 
42
 
64.05

1745 Broadway—56.88%
 
2003
 
Midtown
 
674,000

 
2
 
100.0
 
43,511,618

 
2
 
1
 
67.50

Subtotal / Weighted Average
 
3,024,981

 
11%
 
95.3%
 
$
217,102,904

 
9%
 
158
 
 
"Non Same Store"
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11 Madison Avenue—60.00%
 
1929
 
Park Avenue South
 
2,314,000

 
9%
 
98.0%
 
134,677,360

 
6%
 
9
 
$
60.66

280 Park Avenue—50.00%
 
1961
 
Park Avenue
 
1,219,158

 
4
 
82.3
 
104,877,831

 
4
 
30
 
99.74

Subtotal / Weighted Average
 
3,533,158

 
13%
 
92.6%
 
$
239,555,191

 
10%
 
39
 
 
Total / Weighted Average Unconsolidated Office Properties
 
6,558,139

 
24%
 
93.8%
 
$
456,658,095

 
19%
 
197
 
 
Manhattan Office Grand Total / Weighted Average
 
22,612,745

 
83%
 
94.9%
 
$
1,479,982,354

 
92%
 
917
 
 
Manhattan Office Grand Total—SLG share of Annualized Rent
 
 
 
 
 
 
 
$
1,220,882

 
92%
 
 
 
 
Manhattan Office Same Store Occupancy %—Combined
 
18,483,026

 
82%
 
95.8%
 
 
 
 
 
 
 
 

24


Suburban Properties
 
Year Built/
Renovated
 
SubMarket
 
Approximate
Rentable
Square
Feet
 
Percent
of Portfolio
Rentable
Square
Feet
 
Percent
Occupied (1)
 
Annualized
Cash
Rent
(2)
 
Percent
of Portfolio
Annualized
Cash
Rent (3)
 
Number
of
Tenants
 
Annualized
Cash
Rent per
Leased
Square
Foot (4)
CONSOLIDATED OFFICE PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
"Same Store" Westchester, NY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1100 King Street
 
1983-1986
 
Rye Brook, Westchester
 
540,000

 
2%
 
70.4%
 
$
9,976,658

 
1%
 
31
 
$
26.62

520 White Plains Road
 
1979
 
Tarrytown, Westchester
 
180,000

 
1
 
96.1
 
4,355,388

 
 
13
 
27.29

115-117 Stevens Avenue
 
1984
 
Valhalla, Westchester
 
178,000

 
1
 
49.5
 
1,611,104

 
 
10
 
23.48

100 Summit Lake Drive
 
1988
 
Valhalla, Westchester
 
250,000

 
1
 
66.0
 
4,248,251

 
 
11
 
26.37

200 Summit Lake Drive
 
1990
 
Valhalla, Westchester
 
245,000

 
1
 
95.8
 
5,885,344

 
1
 
9
 
25.82

500 Summit Lake Drive
 
1986
 
Valhalla, Westchester
 
228,000

 
1
 
97.8
 
5,373,160

 
1
 
7
 
27.22

360 Hamilton Avenue
 
2000
 
White Plains, Westchester
 
384,000

 
1
 
98.4
 
14,466,326

 
1
 
21
 
37.97

Westchester, NY Subtotal/Weighted Average
 
2,005,000

 
8%
 
81.9%
 
$
45,916,231

 
4%
 
102
 
 
"Same Store" Connecticut
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Landmark Square
 
1973-1984
 
Stamford, Connecticut
 
862,800

 
3%
 
89.6%
 
$
22,235,257

 
2%
 
126
 
$
34.96

680 Washington Boulevard—51.00%
 
1989
 
Stamford, Connecticut
 
133,000

 
 
87.0
 
5,224,048

 
 
9
 
45.69

750 Washington Boulevard—51.00%
 
1989
 
Stamford, Connecticut
 
192,000

 
1
 
95.0
 
7,867,284

 
1
 
9
 
43.15

1055 Washington Boulevard
 
1987
 
Stamford, Connecticut
 
182,000

 
1
 
66.5
 
4,555,476

 
 
19
 
36.27

1010 Washington Boulevard
 
1988
 
Stamford, Connecticut
 
143,400

 
 
91.3
 
4,324,770

 
 
27
 
34.73

Connecticut Subtotal/Weighted Average
 
1,513,200

 
5%
 
87.5%
 
$
44,206,835

 
3%
 
190
 
 
"Same Store" New Jersey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
125 Chubb Way
 
2008
 
Lyndhurst, New Jersey
 
278,000

 
1%
 
73.3%
 
$
4,734,427

 
—%
 
7
 
$
24.40

New Jersey Subtotal/Weighted Average
 
278,000

 
1%
 
73.3%
 
$
4,734,427

 
0%
 
7
 
 
"Same Store" Brooklyn, NY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16 Court Street
 
1927-1928
 
Brooklyn, New York
 
317,600

 
1%
 
95.2%
 
$
13,042,385

 
1%
 
67
 
$
42.86

Brooklyn, NY Subtotal/Weighted Average
 
317,600

 
1%
 
95.2%
 
$
13,042,385

 
1%
 
67
 
 
Total / Weighted Average Consolidated Office Properties
 
4,113,800

 
15%
 
84.4%
 
$
107,899,878

 
8%
 
366
 
 
UNCONSOLIDATED OFFICE PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
"Non Same Store"
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jericho Plaza—11.67%
 
1980
 
Jericho, New York
 
640,000

 
2%
 
71.0%
 
15,786,132

 
—%
 
34
 
$
35.48

Total / Weighted Average Unconsolidated Office Properties
 
640,000

 
2%
 
71.0%
 
$
15,786,132

 
0%
 
34
 
 
Suburban Grand Total / Weighted Average
 
4,753,800

 
17%
 
82.6%
 
$
123,686,010

 
 
 
400
 
 
Suburban Office Grand Total—SLG share of Annualized Rent
 
 
 
 
 
 
 
$
103,327,369

 
8%
 
 
 
 
Suburban Office Same Store Occupancy %—Combined
 
4,113,800

 
87%
 
84.4%
 
 
 
 
 
 
 
 
Portfolio Office Grand Total
 
27,366,545

 
100%
 
 
 
$
1,603,668,367

 
 
 
1,317
 
 
Portfolio Office Grand Total—SLG Share of Annualized Rent
 
 
 
 
 
 
 
$
1,324,209,214

 
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





25


 
 
Year Built/
Renovated
 
SubMarket
 
Approximate
Rentable
Square
Feet
 
Percent
of Portfolio
Rentable
Square
Feet
 
Percent
Occupied (1)
 
Annualized
Cash
Rent
(2)
 
Percent of Portfolio
Annualized
Cash
Rent (3)
 
Number
of
Tenants
 
Annualized
Cash
Rent per
Leased
Square
Foot (4)
PRIME RETAIL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
"Same Store" Prime Retail
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11 West 34th Street—30.00%
 
1920/2010
 
Herald Square/Penn Station
 
17,150

 
2%
 
100.0%
 
$
2,647,531

 
1%
 
1
 
$
237.45

19-21 East 65th Street—90.00%
 
1928-1940
 
Plaza District
 
23,610

 
3
 
26.6
 
491,558

 
1
 
10
 
55.92

21 East 66th Street—32.28%
 
1921
 
Plaza District
 
13,069

 
2
 
100.0
 
3,727,797

 
2
 
1
 
285.24

121 Greene Street—50.00%
 
1887
 
Soho
 
7,131

 
1
 
100.0
 
1,458,648

 
1
 
2
 
204.55

315 West 33rd Street—The Olivia
 
2000
 
Penn Station
 
270,132

 
33
 
100.0
 
14,903,527

 
21
 
10
 
55.17

717 Fifth Avenue—10.92%
 
1958/2000
 
Midtown/Plaza District
 
119,550

 
15
 
81.1
 
43,952,718

 
7
 
5
 
402.40

724 Fifth Avenue—50.00%
 
1921
 
Plaza District
 
65,010

 
8
 
97.0
 
24,143,799

 
17
 
10
 
359.83

752 Madison Avenue
 
1996/2012
 
Plaza District
 
21,124

 
3
 
100.0
 
13,597,351

 
19
 
1
 
643.49

762 Madison Avenue—90.00%
 
1910
 
Plaza District
 
6,109

 
1
 
100.0
 
1,798,728

 
2
 
5
 
273.40

Williamsburg Terrace
 
2010
 
Brooklyn, New York
 
52,000

 
6
 
100.0
 
1,791,476

 
2
 
3
 
34.43

Subtotal/Weighted Average
 
594,885

 
73%
 
93.0%
 
$
108,513,133

 
72%
 
48
 
 
"Non Same Store" Prime Retail
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5-7 Dey Street, 183 & 187 Broadway
 
1921
 
Lower Manhattan
 
82,700

 
10%
 
49.9%
 
$
2,466,306

 
3%
 
20
 
$
102.11

102 Greene Street
 
1910
 
SoHo
 
9,200

 
1
 
54.3
 
600,000

 
1
 
1
 
152.79

115 Spring Street
 
1900
 
SoHo
 
5,218

 
1
 
100.0
 
2,800,000

 
4
 
1
 
536.60

131-137 Spring Street—20.00%
 
1915
 
SoHo
 
68,342

 
8
 
93.9
 
12,041,005

 
3
 
9
 
187.84

1552-1560 Broadway—50.00%
 
1926/2014
 
Times Square
 
57,718

 
7
 
67.5
 
24,698,700

 
17
 
2
 
633.84

Subtotal/Weighted Average
 
223,178

 
27%
 
69.3%
 
$
42,606,011

 
28%
 
33
 
 
Total / Weighted Average Prime Retail Properties
 
818,063

 
100%
 
86.5%
 
$
151,119,144

 
100%
 
81
 
 
DEVELOPMENT/REDEVELOPMENT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One Vanderbilt (7)
 
N/A
 
Grand Central
 

 
—%
 
—%
 
$

 
—%
 
 
$

10 East 53rd Street— 55.00%
 
1972/2014
 
Plaza District
 
354,300

 
43
 
58.3
 
19,347,138

 
63
 
27
 
93.26

562 Fifth Avenue
 
1920
 
Plaza District
 
42,635

 
5
 
100.0
 
2,100,000

 
12
 
1
 
49.26

650 Fifth Avenue— 50.00%
 
1977-1978
 
Plaza District
 
69,214

 
9
 
2.9
 
1,240,437

 
4
 
1
 
622.71

719 Seventh Avenue—75.00%
 
1927
 
Times Square
 

 
 
 

 
 
 

175-225 Third Avenue—95.00%
 
1972/1998
 
Brooklyn, New York
 

 
 
 

 
 
 

55 West 46th Street—25.00%
 
2009
 
Midtown
 
347,000

 
43
 
50.1
 
13,668,454

 
20
 
5
 
93.03

1640 Flatbush Avenue
 
1966
 
Brooklyn, New York
 
1,000

 
 
100.0
 
85,152

 
1
 
1
 
85.15

Total / Weighted Average Development/Redevelopment Properties
 
814,149

 
100%
 
52.3%
 
$
36,441,181

 
100%
 
35
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Built/
Renovated
 
SubMarket
 
Approximate
Rentable
Square
Feet
 
Percent
of Portfolio
Rentable
Square
Feet
 
Percent
Occupied (1)
 
Annualized
Cash
Rent
(2)
 
Percent of Portfolio
Annualized
Cash
Rent (3)
 
Number
of
Tenants
 
Annualized
Cash
Rent per
Leased
Square
Foot (4)
LAND
 
 
 
 
 
 
 
 
 
 
 
 
 
 
635 Madison Avenue
 
 
 
Plaza District
 
176,530

 
87%
 
100.0%
 
$
3,677,574

 
100%
 
 
 
 
333 East 22nd St
 
 
 
Midtown South
 
26,926

 
13
 
 

 
 
 
 
 
Total / Weighted Average Land
 
203,456

 
100%
 
86.8%
 
$
3,677,574

 
100%
 
 
 
 

26


 
 
 
 
Useable Sq. Feet
 
Total Units
 
Percent
Occupied (1)
 
Annualized Cash
Rent (2)
 
Average
Monthly Rent
Per Unit
RESIDENTIAL
 
 
 
 
 
 
 
 
 
 
"Same Store" Residential
 
 
 
 
 
 
 
 
 
 
 
 
315 West 33rd Street
 
Penn Station
 
222,855

 
333

 
93.1
%
 
$
15,319,536

 
$
4,131

400 East 57th Street—41.00%
 
Upper East Side
 
290,482

 
261

 
88.1

 
10,319,420

 
3,396

400 East 58th Street—90.00%
 
Upper East Side
 
140,000

 
126

 
89.7

 
4,984,203

 
3,304

1080 Amsterdam - 92.50%
 
Upper West Side
 
82,250

 
97

 
96.9

 
4,596,240

 
3,864

Subtotal/Weighted Average
 
735,587

 
817

 
91.9
%
 
$
35,423,999

 
$
3,749

"Non Same Store" Residential
 
 
 
 
 
 
 
 
 
 
 
 
Upper East Side Residential—90.00%
 
Upper East Side
 
27,000

 
28

 
39.3
%
 
$
621,947

 
$
1,255

605 West 42nd Street—20.00%
 
Midtown West
 
927,358

 
1,175

 
65.1

 
37,704,756

 
4,107

Stonehenge Portfolio
 
Various
 
2,029,924

 
2,189

 
91.3

 
100,914,675

 
3,892

Subtotal/Weighted Average
 
 
 
2,984,282

 
3,392

 
81.8
%
 
$
139,241,378

 
$
3,941

Total / Weighted Average Residential Properties
 
3,719,869

 
4,209

 
83.8
%
 
$
174,665,377

 
$
3,900

____________________________________________________________________
(1)
Excludes leases signed but not yet commenced as of December 31, 2016 .
(2)
Annualized Cash Rent represents the monthly contractual rent under existing leases as of December 31, 2016 multiplied by 12. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimated as of such date. Total rent abatements for leases in effect as of December 31, 2016 for the 12 months ending December 31, 2017 will reduce cash rent by $76.8 million for our consolidated properties and $13.5 million for our unconsolidated properties.
(3)
Includes our share of unconsolidated joint venture annualized cash rent.
(4)
Annualized Cash Rent Per Leased Square Foot represents Annualized Cash Rent, as described in footnote (1) above, presented on a per leased square foot basis.
(5)
The Company has an option to acquire the fee interest for a fixed price on a specific date.
(6)
The Company owns 50% of the fee interest.
(7)
The 1,730,989 gross square foot project, which is anticipated to be completed by the third quarter of 2020, has a total development budget, including land mark-up, of $3.17 billion excluding fees paid to the Company and up to $50.0 million in discretionary owner contingencies. As of December 31, 2016, $2.30 billion of the budget remains to be spent, comprised of $863.2 million of partners’ equity, and $1.44 billion of financing available under the project’s construction facility.
Historical Occupancy
Historically we have achieved consistently higher occupancy rates in our Manhattan portfolio as compared to the overall midtown markets, as shown over the last five years in the following table:
 
Leased
Occupancy Rate of
Manhattan Operating
Portfolio(1)
 
Occupancy Rate of
Class A
Office Properties
in the Midtown
Markets(2)(3)
 
Occupancy Rate of
Class B
Office Properties
in the Midtown
Markets(2)(3)
December 31, 2016
94.9
%
 
90.0
%
 
92.2
%
December 31, 2015
94.2
%
 
90.9
%
 
91.3
%
December 31, 2014
95.3
%
 
89.4
%
 
91.6
%
December 31, 2013
94.3
%
 
88.3
%
 
89.1
%
December 31, 2012
94.3
%
 
89.1
%
 
90.0
%
____________________________________________________________________
(1)
Includes leases signed but not yet commenced as of the relevant date in our wholly-owned and joint venture properties.