UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 27, 2009

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND

(STATE OF INCORPORATION)

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.              Results of Operations and Financial Condition

Following the issuance of a press release on April 27, 2009 announcing the Company’s results for the first quarter ended March 31, 2009, the Company intends to make available supplemental information regarding the Company’s operations that is too voluminous for a press release.  The Company is attaching the press release as Exhibit 99.1 and the supplemental package as Exhibit 99.2 to this Current Report on Form 8-K.

The information (including exhibits 99.1 and 99.2) being furnished pursuant to this “Item 2.02 Results of Operations and Financial Condition” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act regardless of any general incorporation language in such filing.

Item 7.01.              Regulation FD Disclosure

As discussed in Item 2.02 above, on April 27, 2009, the Company issued a press release announcing its results for the first quarter ended March 31, 2009.

The information being furnished pursuant to this “Item 7.01 Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.  This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.

Item 9.01.              Financial Statements and Exhibits

(d)           Exhibits

99.1         Press Release regarding first quarter 2009 earnings.

99.2         Supplemental package.

NON-GAAP Supplemental Financial Measures

Funds from Operations (FFO)

FFO is a widely recognized measure of REIT performance.  We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do.  The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.  We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITS, particularly those that own and operate commercial office properties.  We also use FFO as one of several criteria to determine performance-based bonuses for members of our senior management.  FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time.  Historically, however, real estate values have risen or fallen with market conditions.  Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year,

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reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs, providing perspective not immediately apparent from net income.  FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.

Funds Available for Distribution (FAD)

FAD is a non-GAAP financial measure that is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined in accordance with GAAP.  FAD is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to fund its dividends.  Because all companies do not calculate FAD the same way, the presentation of FAD may not be comparable to similarly titled measures of other companies.   FAD does not represent cash flow from operating, investing and finance activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The Company presents earnings before interest, taxes, depreciation and amortization (EBITDA) because the Company believes that EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of the Company’s ability to incur and service debt.  EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Same-Store Net Operating Income

The Company presents same-store net operating income on a cash and GAAP basis because the Company believes that it provides investors with useful information regarding the operating performance of properties that are comparable for the periods presented.  For properties owned since January 1, 2008 and still owned at the end of the current quarter, the Company determines GAAP net operating income by subtracting property operating expenses and ground rent from recurring rental and tenant reimbursement revenues. Cash net operating income is derived by deducting straight line and free rent from, and adding tenant credit loss allowance to, GAAP net operating income. Same-store net operating income is not an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.

Debt to Market Capitalization Ratio

The Company presents the ratio of debt to market capitalization as a measure of the Company’s leverage position relative to the Company’s estimated market value.  The Company’s estimated market value is based upon the quarter-end trading price of the Company’s common stock multiplied by all common shares and operating partnership units outstanding plus the face value of the Company’s preferred equity. This ratio is presented on a consolidated basis and a combined basis.  The combined debt to market capitalization includes the Company’s pro-rata share of off-balance sheet (unconsolidated) joint venture debt.  The Company believes this ratio may provide investors with another measure of the Company’s current leverage position.  The debt to market capitalization ratio should be used as one measure of the Company’s leverage position, and this measure is commonly used in the REIT sector; however, this may not be comparable to other REITs that do not compute in the same manner.  The debt to market capitalization ratio does not represent the Company’s borrowing capacity and should not be considered an alternative measure to the Company’s current lending arrangements.

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Coverage Ratios

The Company presents fixed charge and interest coverage ratios to provide a measure of the Company’s financial flexibility to service current debt amortization, interest expense and ground rent from current cash net operating income.  These coverage ratios are provided on both a consolidated and combined basis.  The combined coverage ratios include the Company’s pro-rata share of off-balance sheet (unconsolidated) joint venture fixed charges and cash net operating income.  These coverage ratios represent a common measure of the Company’s ability to service fixed cash payments; however, these ratios are not used as an alternative to cash flow from operating, financing and investing activities (determined in accordance with GAAP).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  April 28, 2009

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT

Gregory F. Hughes

Chief Operating Officer and

Chief Financial Officer

-Or-

Heidi Gillette

Investor Relations

(212) 594-2700

SL GREEN REALTY CORP. REPORTS

FIRST QUARTER 2009 FFO OF $1.48 PER SHARE AND

EPS OF $0.57 PER SHARE

Quarterly Highlights

·                  First quarter FFO totaled $1.48 per share (diluted) compared to $1.36 per share (diluted) during the first quarter of 2008, an increase of 8.8%.

·                  Net income per share for the first quarter of 2009 totaled $0.57 per share (diluted) compared to $2.06 per share (diluted) in the same period in the prior year.  The results for the quarter ended March 31, 2009 include gains on sale of $0.27 per share (diluted) compared to gains on sale of $1.80 per share (diluted) for the same period in 2008.

·                  Repurchased approximately $224.9 million of the Company’s unsecured notes and exchangeable bonds in 2009, realizing gains on early extinguishment of debt aggregating approximately $57.5 million.  Since October 2008, the Company has repurchased approximately $487.5 million of its bonds, and realized gains on early extinguishment of approximately $135.0 million.

·                  Signed 32 Manhattan office leases totaling 296,840 square feet with average starting rents of $52.71 during the first quarter.  Average Manhattan office starting rents increased by 23.9% on these leases over previously fully escalated rents.

·                  Recognized combined same-store GAAP NOI growth of 2.5% for the first quarter, including 1.9% from the consolidated same-store properties and 4.1% from the unconsolidated joint venture same-store properties.

·                  Closed with Gramercy Capital Corp. (NYSE: GKK) on a sale of 100.0% of the partnership interests in 55 Corporate Drive, NJ for $230.0 million, which resulted in a gain of approximately $6.6 million on the Company’s 50.0% interest.

·                  Gramercy Capital Corp. and SL Green Realty Corp. completed the internalization of Gramercy’s management in April 2009.  The internalization was completed through the direct acquisition by Gramercy of its external manager, GKK Manager LLC, which was previously a wholly owned subsidiary of SL Green.

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·                  Paid a dividend of $0.375 per share of common stock.

Summary

New York, NY, April 27, 2009 - SL Green Realty Corp. (NYSE:  SLG) today reported funds from operations, or FFO, of $88.1 million, or $1.48 per share (diluted), for the quarter ended March 31, 2009, an increase of 8.8% compared to $1.36 per share (diluted) for the same quarter in 2008.

Net income attributable to common stockholders totaled $32.8 million, or $0.57 per share (diluted), for the quarter ended March 31, 2009, compared to $121.1 million, or $2.06 per share (diluted), for the same quarter in 2008.  The results for the quarter ended March 31, 2009 include gains on sale of $0.27 per share (diluted) compared to gains on sale of $1.80 per share (diluted) for the same period in 2008.

Operating and Leasing Activity

For the first quarter of 2009, the Company reported revenues and EBITDA of $263.4 million and $143.8 million, respectively, an increase of $10.0 million, or 3.9%, and a decrease of $10.2 million, or 6.6%, respectively, compared to the same period in 2008.  During the quarter, the Company had strong leasing activity at 100 Park Avenue, 420 Lexington Avenue, 220 East 42nd Street, 810 Seventh Avenue and 1 and 2 Jericho Plaza.

Same-store GAAP NOI on a combined basis increased by 2.5% for the first quarter when compared to the same quarter in 2008, with the consolidated properties increasing 1.9% to $127.6 million and the unconsolidated joint venture properties increasing 4.1% to $50.9 million.

Average starting Manhattan office rents of $52.71 per rentable square foot on the 296,840 square feet of leases signed during the first quarter represented a 23.9% increase over the previously fully escalated rents.

Occupancy for the Manhattan portfolio at March 31, 2009 was 96.2%, compared to 96.7% at December 31, 2008.  During the quarter, the Company signed 36 leases in the Manhattan portfolio totaling 322,224 square feet, of which 32 leases and 296,840 square feet represented office leases.

Average starting Suburban office rents of $30.89 per rentable square foot for the first quarter represented a 1.5% decrease over the previously fully escalated rents.  Occupancy for the Suburban portfolio was 90.4% at both March 31, 2009 and December 31, 2008.  During the quarter, the Company signed 32 leases in the Suburban portfolio totaling 124,090 square feet, of which 29 leases and 123,110 square feet represented office leases.

Significant leasing activities during the first quarter included:

·                  New lease with Tribune Company/WPIX for approximately 104,243 square feet at 220 East 42nd Street.

·                  New lease with Wells Fargo Trade Capital Services for approximately 44,716 square feet at 100 Park Avenue.

·                  Early renewal with Insight Communications Company, Inc. for approximately 34,460 square feet at 810 Seventh Avenue.

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·                  New lease with Ion Media Networks Inc. for approximately 25,954 square feet at 810 Seventh Avenue.

·                  Early renewal with Deloitte LLP for approximately 37,824 square feet at 1 and 2 Jericho Plaza, Long Island.

Real Estate Investment Activity

The Company and Gramercy Capital Corp. sold 100.0% of their partnership interests in 55 Corporate Drive, NJ for $230.0 million, including the assumption by the buyer of the $190.0 million in-place mortgage indebtedness.  The Company recognized a gain of approximately $6.6 million in connection with the sale of the Company’s 50% interest in the joint venture.

Financing and Capital Activity

The Company repurchased approximately $224.9 million of its bonds in 2009, including approximately $213.3 million of exchangeable bonds, realizing gains on early extinguishment of debt aggregating approximately $57.5 million.  Approximately $60.9 million face amount of these repurchases occurred during April 2009 and, accordingly, approximately $9.8 million of these gains will be recognized during the second quarter of 2009.

Structured Finance Activity

The Company’s structured finance investments totaled approximately $589.3 million on March 31, 2009, a decrease of approximately $90.5 million from the balance at December 31, 2008.  This excludes approximately $102.1 million of structured finance investments which were classified as held for sale at March 31, 2009.  During the first quarter of 2009, the Company recorded $62.0 million in loan loss reserves against its structured finance investments.  The structured finance investments currently have a weighted average maturity of 5.1 years and a weighted average yield for the quarter ended March 31, 2009 of 8.5%, inclusive of loans totaling $84.5 million which are on non-accrual status.

Investment in Gramercy Capital Corp.

At March 31, 2009, the book value of the Company’s investment in Gramercy Capital Corp. was zero.  Fees earned from various management arrangements between the Company and Gramercy totaled approximately $5.7 million for the quarter ended March 31, 2009 compared to $9.7 million for the quarter ended March 31, 2008.  During the quarter, the Company waived its right to receive CDO collateral management fees from Gramercy.  The Company did not recognize any FFO contribution from its investment in Gramercy for the quarter ended March 31, 2009 compared to an FFO contribution of $5.3 million for the same quarter in the prior year.  The Company’s share of net income from its investment in Gramercy has been estimated at a loss of $3.5 million for the quarter ended March 31, 2009, compared to income of $5.1 million for the same quarter in the prior year.

Gramercy Capital Corp. and SL Green Realty Corp. completed the internalization of Gramercy’s management.  The internalization was completed through the direct acquisition by Gramercy of its external manager, GKK Manager LLC, which was previously a wholly owned subsidiary of SL Green.

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The Company’s marketing, general and administrative, or MG&A, expenses no longer includes the consolidation of the expenses of its subsidiary GKK Manager LLC, the entity which managed and advised Gramercy.  For the quarter ended March 31, 2009, the Company incurred approximately $5.2 million of costs associated with Gramercy compared to $3.5 million for the same quarter in the prior year.  These expenses are now included in discontinued operations.

Dividends

During the first quarter of 2009, the Company declared quarterly dividends on its outstanding common and preferred stock as follows:

·                  $0.375 per share of common stock. Dividends were paid on April 15, 2009 to stockholders of record on the close of business on March 31, 2009.

·                  $0.4766 and $0.4922 per share on the Company’s Series C and D Preferred Stock, respectively, for the period January 15, 2009 through and including April 14, 2009.  Dividends were paid on April 15, 2009 to stockholders of record on the close of business on March 31, 2009, and reflect regular quarterly dividends, which are the equivalent of annualized dividend of $1.90625 and $1.96875, respectively.

Conference Call and Audio Webcast

The Company’s executive management team, led by Marc Holliday, Chief Executive Officer, will host a conference call and audio web cast on Tuesday, April 28, 2009 at 2:00 pm ET to discuss the financial results. The Supplemental Package will be available prior to the quarterly conference call on the Company’s website, www.slgreen.com, under “financial reports” in the investors section.

The live conference call will be webcast in listen-only mode on the Company’s website under “event calendar & webcasts” in the investors’ section of the website and on Thomson’s StreetEvents Network. The conference call may also be accessed by dialing 888.396.2298 Domestic or 617.847.8708 International, using pass-code “SL Green.”

A replay of the call will be available through May 5, 2009 by dialing 888.286.8010 Domestic or 617.801.6888 International, using pass-code 23223016.

Supplemental Information

The Supplemental Package outlining the Company’s first quarter 2009 financial results will be available prior to the quarterly conference call on the Company’s website.

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Company Profile

SL Green Realty Corp. is a self-administered and self-managed real estate investment trust, or REIT, that predominantly acquires, owns, repositions and manages Manhattan office properties. The Company is the only publicly held REIT that specializes in this niche.  As of March 31, 2009, the Company owned 29 New York City office properties totaling approximately 23,211,200 square feet, making it New York’s largest office landlord. In addition, at March 31, 2009, SL Green held investment interests in, among other things, eight retail properties encompassing approximately 400,212 square feet, three development properties encompassing approximately 399,800 square feet and two land interests, along with ownership interests in 32 suburban assets totaling 6,949,700 square feet in Brooklyn, Queens, Long Island, Westchester County, Connecticut and New Jersey.

To be added to the Company’s distribution list or to obtain the latest news releases and other Company information, please visit our website at www.slgreen.com or contact Investor Relations at 212-216-1601.

Disclaimers

Non-GAAP Financial Measures

During the quarterly conference call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. In addition, the Company has used non-GAAP financial measures in this press release. A reconciliation of each non-GAAP financial measure and the comparable GAAP financial measure can be found on page 9 of this release and in the Company’s Supplemental Package.

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Forward-looking Statement

This press release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof.  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the Manhattan, Westchester County, Connecticut, Long Island and New Jersey office markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.

Forward-looking statements are not guarantees of future performance and actual results or developments may materially differ, and we caution you not to place undue reliance on such statements.  Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this press release are subject to a number of risks and uncertainties which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us.  These risks and uncertainties include the effect of the credit crisis on general economic, business and financial conditions, and on the New York Metro real estate market in particular; dependence upon certain geographic markets; risks of real estate acquisitions, dispositions and developments, including the cost of construction delays and cost overruns; risks relating to structured finance investments; availability and creditworthiness of prospective tenants and borrowers; bankruptcy or insolvency of a major tenant or a significant number of smaller tenants; adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space; availability of capital (debt and equity); unanticipated increases in financing and other costs, including a rise in interest rates; our ability to comply with financial covenants in our debt instruments; our ability to maintain our status as a REIT; risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations; the continuing threat of terrorist attacks, in particular in the New York Metro area and on our tenants; our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business, including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

Other factors and risks to our business, many of which are beyond our control, are described in our filings with the Securities and Exchange Commission.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

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SL GREEN REALTY CORP.

STATEMENTS OF OPERATIONS-UNAUDITED

(Amounts in thousands, except per share data)

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SL GREEN REALTY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

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SL GREEN REALTY CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

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SL GREEN REALTY CORP.

SELECTED OPERATING DATA-UNAUDITED

(1)  Includes wholly owned and joint venture properties.

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Exhibit 99.2

SL Green Realty Corp.

First Quarter

Supplemental Data

March 31, 2009

SL Green Realty Corp. is a fully integrated, self-administered and self-managed Real Estate Investment Trust, or REIT, that primarily acquires, owns, manages, leases and repositions office properties in emerging, high-growth submarkets of Manhattan.

·                  SL Green’s common stock is listed on the New York Stock Exchange, and trades under the symbol SLG.

·                  SL Green maintains an internet site at www.slgreen.com at which most key investor relations data pertaining to dividend declaration, payout, current and historic share price, etc. can be found.  Such information is not incorporated into this supplemental financial package.  This supplemental financial package is available through the Company’s internet site.

·                  This data is furnished to supplement audited and unaudited regulatory filings of the Company and should be read in conjunction with those filings.  The financial data herein is unaudited and is provided from the perspective of timeliness to assist readers of quarterly and annual financial filings.  As such, data otherwise contained in future regulatory filings covering the same period may restate the data presented herein.

Questions pertaining to the information contained herein should be referred to Investor Relations at investor.relations@slgreen.com or at 212-216-1601.

Forward-looking Statement

This report includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof.  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the Manhattan, Westchester County, Connecticut, Long Island and New Jersey office markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.

Forward-looking statements are not guarantees of future performance and actual results or developments may materially differ, and we caution you not to place undue reliance on such statements.  Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this report are subject to a number of risks and uncertainties which may cause our actual results, performance or achievements to be materially different from future results, performance or

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achievements expressed or implied by forward-looking statements made by us.  These risks and uncertainties include the effect of the credit crisis on general economic, business and financial conditions, and on the New York Metro real estate market in particular; dependence upon certain geographic markets; risks of real estate acquisitions, dispositions and developments, including the cost of construction delays and cost overruns; risks relating to structured finance investments; availability and creditworthiness of prospective tenants and borrowers; bankruptcy or insolvency of a major tenant or a significant number of smaller tenants; adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space; availability of capital (debt and equity); unanticipated increases in financing and other costs, including a rise in interest rates; our ability to comply with financial covenants in our debt instruments; our ability to maintain our status as a REIT; risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations; the continuing threat of terrorist attacks, in particular in the New York Metro area and on our tenants; our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business, including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

Other factors and risks to our business, many of which are beyond our control, are described in our filings with the Securities and Exchange Commission.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

The following discussion related to the consolidated financial statements of the Company should be read in conjunction with the financial statements for the year ended March 31, 2009 that will be released on Form 10-Q to be filed on or before May 10, 2009.

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SL Green Realty Corp., or the Company, is New York City’s largest commercial office landlord and is the only fully integrated, self-managed, self-administered Real Estate Investment Trust, or REIT, primarily focused on owning and operating office buildings in Manhattan.

The Company was formed on August 20, 1997 to continue the commercial real estate business of S.L. Green Properties Inc., a company that was founded in 1980 by Stephen L. Green, our current Chairman.  For more than 25 years SL Green has been engaged in the business of owning, managing, leasing, acquiring and repositioning office properties in Manhattan.  The Company’s investment focus is to create value through strategically acquiring, redeveloping and repositioning office properties primarily located in Manhattan, and re-leasing and managing these properties for maximum cash flow.

In 2008, SL Green acquired Reckson Associates Realty Corp. and added over 9 million square feet to its portfolio. Included in this total is over 3 million square feet of Class A office space located in Westchester, New York and Stamford, Connecticut.  These suburban portfolios serve as natural extensions of SL Green’s core ownership in the Grand Central submarket of Midtown Manhattan. The Company has since made selective additions to the holdings in these areas.

Looking forward, SL Green will continue its opportunistic investment philosophy through three established business lines: investment in long-term core properties, investment in opportunistic assets, and structured finance investments. Structured finance investments include SL Green’s interest in Gramercy Capital Corp., or Gramercy (NYSE: GKK), since 2004. As of March 31, 2009, SL Green owned approximately 12.48% of Gramercy. This three-legged investment strategy allows SL Green to balance the components of its portfolio to take advantage of each stage in the business cycle.

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FINANCIAL RESULTS

Funds From Operations, or FFO, totaled $88.1 million, or $1.48 per share (diluted) for the first quarter ended March 31, 2009, a 8.8% per share increase over the same quarter in 2008 when FFO totaled $83.1 million, or $1.36 per share (diluted).

Net income available to common stockholders totaled $32.8 million, or $0.57 per share (diluted) for the first quarter ended March 31, 2009, compared to $121.1 million, or $2.06 per share (diluted) for the respective period in 2008.  The results for the three months ended March 31, 2009 include gains on sale of $0.27 per share (diluted) compared to gains on sale of $1.80 per share (diluted) for the same period in 2008.

Funds available for distribution, or FAD, for the first quarter of 2009 was $0.92 per share (diluted) compared to $1.00 per share (diluted) in the prior year, an 8.0% decrease.

The Company’s dividend payout ratio for the first quarter of 2009 was 25.34% of FFO and 40.66% of FAD before first cycle leasing costs.

All per share amounts are presented on a diluted basis.

CONSOLIDATED RESULTS

Total quarterly revenues totaled $263.4 million in the first quarter compared to $253.4 million in the prior year.  The $10.0 million increase in revenue resulted primarily from the following items:

·                  $9.8 million increase from same-store properties,

·                  $2.3 million decrease in preferred equity and investment income,

·                  $5.8 million increase in other income, and

·                  $3.3 million decrease from properties that were deconsolidated and other non-same-store properties.

The Company’s earnings before interest, taxes, depreciation and amortization, or EBITDA, totaled $143.8 million compared to $154.0 million in the prior year.  The following items drove the $10.2 million decrease in EBITDA:

·                  $2.1 million increase from same-store properties,

·                  $4.8 million decrease from properties that were deconsolidated and other non same-store-properties,

·                  $2.3 million decrease in preferred equity and investment income primarily due to structured finance sales subsequent to March 31, 2008 as well as certain loans being placed on non-accrual status.  The weighted-average structured finance investment balance for the quarter decreased to $689.0 million from $766.6 million in the prior year first quarter.  The weighted-average yield for the quarter was 8.5% compared to 10.15% in the prior year,

·                  $6.3 million decrease from reductions in contributions to equity in net income from unconsolidated joint ventures primarily from 388 Greenwich Street ($3.2 million), 1250 Broadway ($1.4 million), 717 Fifth Avenue ($0.8 million)

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and Gramercy ($8.6 million).  This was partially offset by increased contributions primarily from 1515 Broadway ($3.2 million), 100 Park Avenue ($0.6 million), Mack-Green ($0.8 million) and 16 Court Street ($0.7 million),

·                  $62.0 million decrease from loan loss reserves and other write-offs,

·                  $6.5 million increase from lower MG&A expense, and

·                  $56.6 million increase in non-real estate revenues, net of expenses inclusive of net gains on early extinguishment of debt ($47.7 million).

SAME-STORE RESULTS

Consolidated Properties

Same-store first quarter 2009 GAAP NOI increased $2.3 million (1.9%) to $127.6 million compared to the prior year.  Operating margins before ground rent decreased from 61.57% to 60.03%.

The $2.3 million increase in GAAP NOI was primarily due to:

·                  $6.3 million (3.4%) increase in rental revenue primarily due to increased rental rates,

·                  $3.5 million (11.9%) increase in escalation and reimbursement revenue,

·                  $1.3 million (73.9%) decrease in investment and other income primarily due to lower lease buy-out income,

·                  $1.8 million (3.0%) increase in operating expenses, primarily driven by increases in payroll, insurance and utility costs, but was offset by reductions in repairs and maintenance, and

·                  $4.4 million (13.6%) increase in real estate taxes.

Joint Venture Properties

The Joint Venture same-store properties first quarter 2009 GAAP NOI increased $2.0 million (4.1%) to $50.9 million compared to the prior year.  Operating margins before ground rent decreased slightly from 68.23% to 67.71%.

The $2.0 million increase in GAAP NOI was primarily due to:

·                  $3.1 million (5.0%) increase in rental revenue primarily due to improved leasing,

·                  $0.3 million (3.1%) increase in escalation and reimbursement revenues, and

·                  $1.3 million (14.9%) increase in real estate taxes.

STRUCTURED FINANCE ACTIVITY

The Company’s structured finance investments totaled approximately $589.3 million at March 31, 2009, a decrease of approximately $90.5 million from the balance at December 31, 2008.  This excludes approximately $102.1 million of structured finance investments which were classified as held for sale at March 31, 2009.  During the first quarter of 2009, the Company recorded $62.0 million in loan loss reserves against its structured finance investments.  The structured

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finance investments currently have a weighted average maturity of 5.1 years and a weighted average yield for the quarter ended March 31, 2009 of 8.5%, inclusive of loans totaling $84.5 million which are on non-accrual status.

QUARTERLY LEASING HIGHLIGHTS

Manhattan vacancy at December 31, 2008 was 775,051 useable square feet net of holdover tenants.  During the quarter, 243,562 additional useable office, retail and storage square feet became available at an average escalated cash rent of $58.20 per rentable square foot.  Space available to lease during the quarter totaled 1,018,613 useable square feet, or 4.4% of the total Manhattan portfolio.

During the first quarter, 32 Manhattan office leases, including early renewals, were signed totaling 296,840 rentable square feet.  New cash rents averaged $52.71 per rentable square foot.  Replacement rents were 23.9% higher than rents on previously occupied space, which had fully escalated cash rents averaging $42.53 per rentable square foot.  The average lease term was 4.2 years and average tenant concessions were 2.9 months of free rent with a tenant improvement allowance of $18.60 per rentable square foot.

Suburban vacancy at December 31, 2008 was 702,646 usable square feet net of holdover tenants.  During the quarter, 59,753  additional useable office and storage square feet became available at an average escalated cash rent of $23.35 per rentable square foot.  Space available to lease during the quarter totaled 762,399 useable square feet, or 11% of the total Suburban portfolio.

During the first quarter, 29 Suburban office leases, including early renewals, were signed totaling 123,110 rentable square feet.  New cash rents averaged $30.89 per rentable square foot.  Replacement rents were 1.5% lower than rents on previously occupied space, which had fully escalated cash rents averaging $31.36 per rentable square foot.  The average lease term was 4.9 years and average tenant concessions were 2.3 months of free rent with a tenant improvement allowance of $19.82 per rentable square foot.

The Company also signed a total of 7 retail and storage leases, including early renewals, for 26,364 rentable square feet.  The average lease term was 4.9 years and average tenant concessions were 2.0 months of free rent with no tenant improvement allowance.

REAL ESTATE ACTIVITY

The Company and Gramercy Capital Corp. sold 100.0% of their partnership interests in 55 Corporate Drive, NJ for $230.0 million, including the assumption by the buyer of the $190.0 million in-place mortgage indebtedness.  The Company recognized a gain of approximately $6.6 million in connection with the sale of the Company’s 50% interest in the joint venture.

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Investment in Gramercy Capital Corp.

At March 31, 2009, the book value of the Company’s investment in Gramercy Capital Corp. was zero.  Fees earned from various management arrangements between the Company and Gramercy totaled approximately $5.7 million for the quarter ended March 31, 2009 compared to $9.7 million for the quarter ended March 31, 2008.  During the quarter, the Company waived its right to receive CDO collateral management fees from Gramercy.  The Company did not recognize any FFO contribution from its investment in Gramercy for the quarter ended March 31, 2009 compared to an FFO contribution of $5.3 million for the same quarter in the prior year.  The Company’s share of net income from its investment in Gramercy has been estimated at a loss of $3.5 million for the quarter ended March 31, 2009, compared to income of $5.1 million for the same quarter in the prior year.

Gramercy Capital Corp. and SL Green Realty Corp. completed the internalization of Gramercy’s management.  The internalization was completed through the direct acquisition by Gramercy of its external manager, GKK Manager LLC, which was previously a wholly owned subsidiary of SL Green.

The Company’s marketing, general and administrative, or MG&A, expenses no longer includes the consolidation of the expenses of its subsidiary GKK Manager LLC, the entity which managed and advised Gramercy.  For the quarter ended March 31, 2009, the Company incurred approximately $5.2 million of costs associated with Gramercy compared to $3.5 million for the same quarter in the prior year.  These expenses are now included in discontinued operations.

FINANCING/ CAPITAL ACTIVITY

The Company repurchased approximately $224.9 million of its bonds in 2009, including approximately $213.3 million of exchangeable bonds, realizing gains on early extinguishment of debt aggregating approximately $57.5 million.  Approximately $60.9 million face amount of these repurchases occurred during April 2009 and, accordingly, approximately $9.8 million of these gains will be recognized during the second quarter of 2009.

Dividends

In March 2009, the Company declared a dividend of $0.375 per common share for the first quarter of 2009.  The dividend was payable April 15, 2009 to stockholders of record on the close of business on March 31, 2009.  This distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $1.50 per common share.

In March 2009, the Company also approved a dividend on its Series C preferred stock for the period January 15, 2009 through and including April 14, 2009, of $0.4766 per share, payable April 15, 2009 to stockholders of record on the close of business on March 31, 2009. The dividend reflects the regular quarterly dividend, which is the equivalent of an

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annualized dividend of $1.90625 per share of Series C preferred stock.

In March 2009, the Company also approved a dividend on its Series D preferred stock for the period January 15, 2009 through and including April 14, 2009, of $0.4922 per share, payable April 15, 2009 to stockholders of record on the close of business on March 31, 2009. The dividend reflects the regular quarterly dividend, which is the equivalent of an annualized dividend of $1.96875 per share of Series D preferred stock.

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