Table of Contents

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



FORM 10-K


ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

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: 033-84580

RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  11-3233647
(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: None

         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. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    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). Yes ý    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. 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.

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

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

         As of March 19, 2013, no common units of limited partnership of the Registrant were held by non-affiliates of the Registrant. There is no established trading market for such units.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Definitive Proxy Statement of SL Green Realty Corp., the indirect parent of the Registrant, for its 2013 Annual Meeting of Stockholders 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.

   


Table of Contents

Reckson Operating Partnership, L.P.
FORM 10-K
TABLE OF CONTENTS

10-K PART AND ITEM NO.

PART I

       

1.

 

Business

   
2
 

1.A

 

Risk Factors

   
5
 

1.B

 

Unresolved Staff Comments

   
15
 

2.

 

Properties

   
16
 

3.

 

Legal Proceedings

   
21
 

4.

 

Mine Safety Disclosures

   
21
 

PART II

       

5.

 

Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

   
22
 

6.

 

Selected Financial Data

   
23
 

7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

   
25
 

7A.

 

Quantitative and Qualitative Disclosures about Market Risk

   
42
 

8.

 

Financial Statements and Supplementary Data

   
43
 

9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   
76
 

9A.

 

Controls and Procedures

   
76
 

9B.

 

Other Information

   
76
 

PART III

       

10.

 

Directors, Executive Officers and Corporate Governance

   
77
 

11.

 

Executive Compensation

   
77
 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   
77
 

13.

 

Certain Relationships and Related Transactions, and Director Independence

   
77
 

14.

 

Principal Accounting Fees and Services

   
77
 

PART IV

       

15.

 

Exhibits, Financial Statements and Schedules

   
78
 

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PART I

ITEM 1.    BUSINESS

General

        Reckson Operating Partnership, L.P., or ROP, commenced operations on June 2, 1995. The sole general partner of ROP is a wholly-owned subsidiary of SL Green Operating Partnership, L.P., or the Operating Partnership. The sole limited partner of ROP is the Operating Partnership.

        ROP is engaged in the acquisition, ownership, management and operation of commercial real estate properties, principally office properties, and also owns land for future development located in New York City, Westchester County and Connecticut, which collectively is also known as the New York Metropolitan area.

        SL Green Realty Corp., or SL Green, and the Operating Partnership were formed in June 1997. SL Green has qualified, and expects to qualify in the current fiscal year as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to "we," "our," "us" and the "Company" means ROP and all entities owned or controlled by ROP.

        On January 25, 2007, SL Green completed the acquisition of all of the outstanding shares of common stock of Reckson Associates Realty Corp., or RARC, the prior general partner of ROP. This transaction is referred to herein as the Merger.

        In connection with the closing of our 2011 revolving credit facility and new 2012 credit facility in which we, along with SL Green and the Operating Partnership are borrowers, SL Green transferred five properties, with total assets aggregating to $683.8 million at November 1, 2011 and transferred three additional properties, with total assets aggregating to $320.2 million at December 31, 2012, to ROP. Under the Business Combinations guidance, these transfers were determined to be transfers of businesses between the indirect parent company and its wholly-owned subsidiary. As such, the assets and liabilities were transferred at their carrying value. These transfers are required to be recorded as of the beginning of the current reporting period as though the assets and liabilities had been transferred at that date. The financial statements and financial information presented for all prior years has been retrospectively adjusted to furnish comparative information.

        On September 30, 2012, SL Green transferred $324.9 million of its preferred equity investments to ROP, one of which was subject to a secured $50.0 million loan. Under the Business Combinations guidance, these transfers were determined to be transfers of assets between the indirect parent company and its wholly-owned subsidiary. As such, the assets were transferred at their carrying value and accounted for prospectively from the date of transfer.

        As of December 31, 2012, we owned the following interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan, a borough of New York City. Our investments in the New

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PART I

ITEM 1.    BUSINESS

York Metropolitan area also include investments in Westchester County and Connecticut, which are collectively known as the Suburban assets:

Location
  Ownership   Number of
Properties
  Square Feet   Weighted
Average
Occupancy(1)
 

Manhattan

  Consolidated properties     13       7,201,400       96.0 %

Suburban

 

Consolidated properties

   
17
   
  2,785,500
   
79.5

%
                   

        30     9,986,900     91.4 %
                   

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

        As of December 31, 2012, our Manhattan properties were comprised of 10 fee owned properties and three leasehold properties. We are responsible for not only collecting rent from subtenants, but also maintaining the property and paying expenses relating to the property. As of December 31, 2012, our Suburban properties were comprised of 16 fee owned properties and one leasehold property. We refer to our Manhattan and Suburban office properties collectively as our Portfolio.

        At December 31, 2012, we also own a development property encompassing approximately 104,000 square feet as well as an inventory of development parcels that aggregated approximately 81 acres of land in four separate parcels on which we can, based on estimates at December 31, 2012, develop approximately 1.1 million square feet of office space and in which we had invested approximately $67.1 million. As of December 31, 2012, we also held preferred equity investments with a book value of $340.9 million.

        Our corporate offices are located in midtown Manhattan at 420 Lexington Avenue, New York, New York 10170. As of December 31, 2012, our corporate staff consisted of approximately 273 persons, including 170 professionals experienced in all aspects of commercial real estate. We can be contacted at (212) 594-2700. Our indirect parent entity, SL Green, maintains a website at www.slgreen.com. On this 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. SL Green has also made available on its website its 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 SL Green's 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, 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.

Business and Growth Strategies

        On January 25, 2007, ROP was acquired by SL Green. See Item 1 "Business—Business and Growth Strategies" in SL Green's Annual Report on Form 10-K for the year ended December 31, 2012 for a complete description of SL Green's business and growth strategies.

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PART I

ITEM 1.    BUSINESS

Competition

        The leasing of real estate is highly competitive, especially in the Manhattan office market. We compete for tenants with landlords and developers of similar properties located in our markets primarily on the basis of location, rent charged, services provided, balance sheet strength and liquidity and the design and condition of our properties. Although currently no other publicly traded REIT has been formed primarily to acquire, own, reposition and manage Manhattan commercial office properties, we and SL Green may in the future compete with such other REITs. In addition, we face competition from other real estate companies including other REITs that currently invest in markets other than or in addition to Manhattan, private real estate funds, domestic and foreign financial institutions, life insurance companies, pension trusts, partnerships, individual investors and others that may have greater financial resources or access to capital than we do or that are willing to acquire properties in transactions which are more highly leveraged or with different financial attributes than we are willing to pursue.

Manhattan Office Market Overview

        On January 25, 2007, ROP was acquired by SL Green. See Item 1 "Business—Manhattan Office Market Overview" in SL Green's Annual Report on Form 10-K for the year ended December 31, 2012 for a complete description of SL Green's Manhattan office market overview.

Industry Segments

        On January 25, 2007, ROP was acquired by SL Green. See Item 1 "Business—Industry Segments" in SL Green's Annual Report on Form 10-K for the year ended December 31, 2012 for a complete description of SL Green's industry segments.

Employees

        On January 25, 2007, ROP was acquired by SL Green. See Item 1 "Business—Employees" in SL Green's Annual Report on Form 10-K for the year ended December 31, 2012 for a complete description of SL Green's employees.

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ITEM 1A.    RISK FACTORS

        We encourage you to read "Item 1A—Risk Factors" in the Annual Report on Form 10-K for SL Green Realty Corp., our indirect parent company, for the year ended December 31, 2012.

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 and Connecticut, resulting from future weakness in the economic condition of such markets could adversely affect the value of our real estate portfolio and our results of operations and, consequently, our ability to service current debt and make distributions to SL Green.

        Most of our commercial office properties, based on square footage, are located in midtown Manhattan. 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 ability to service current debt and make distributions to SL Green. Similarly, future weakness and uncertainty in our suburban markets could adversely affect our cash flow and ability to service current debt and to make distributions to SL Green.

We may be unable to renew leases or relet space as leases expire.

        When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, taking into account among other things, the cost of tenant improvements and leasing commissions, may be less favorable than the terms in the expired leases. As of December 31, 2012, approximately 3.2 million square feet, representing approximately 34.5% of the rentable square feet, are scheduled to expire by December 31, 2017 at our consolidated properties. As of December 31, 2012, these leases had annualized escalated rent totaling approximately $31.6 million. We also have leases with termination options beyond 2017. If we are unable to promptly renew the leases or relet the space at similar rates, our cash flow and ability to service debt and make distributions to SL Green could be adversely affected.

The expiration of long term leases or operating sublease interests could adversely affect our results of operations.

        Our interests in the commercial office properties located at 1185 Avenue of the Americas, 673 First Avenue and 461 Fifth Avenue, in Manhattan and 1055 Washington Boulevard, Stamford, Connecticut are through long-term leasehold or operating sublease interests in the land and the improvements, rather than by ownership of a 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. Unless we can purchase a fee interest in the underlying land or extend the terms of these leases before their expiration, we will lose our right to operate these properties upon expiration of the leases, which would significantly adversely affect our results of operations. The average remaining term of these long-term leases as of December 31, 2012, including our unilateral extension rights on each of the properties, is approximately 51 years. Pursuant to the leasehold arrangement, 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 these properties at December 31, 2012 totaled approximately $118.2 million, or 28.1%, of our share of total Portfolio annualized cash rent.

Our results of operations rely on major tenants, and insolvency, bankruptcy or receivership of these or other tenants could adversely affect our results of operations.

        Giving effect to leases in effect as of December 31, 2012 for consolidated properties, as of that date, our five largest tenants, based on square footage leased, accounted for approximately 15.0% of our share of Portfolio annualized cash rent, with three tenants, Debevoise & Plimpton, LLP, Advance Magazine Group, Fairchild

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ITEM 1A.    RISK FACTORS

Publications and C.B.S. Broadcasting, Inc., accounting for approximately 5.0%, 2.9% and 2.6% of our share of Portfolio annualized cash rent, respectively. If current 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. Our business would be adversely affected if any of our major tenants became insolvent, declared bankruptcy, are put into receivership or otherwise refused to pay rent in a timely fashion or at all.

Adverse economic and geopolitical conditions in general and the Northeastern commercial office markets in particular could have a material adverse effect on our results of operations, financial condition and our ability to service debt and make distributions to SL Green.

        Our business may be affected by volatility in the financial and credit markets and other market or economic challenges experienced by the U.S. economy or real estate industry as a whole, such as those experienced as a result of the economic downturn that began in the second half of 2007, which lead to a nationwide decline in demand for office and retail space due to bankruptcies, downsizing, layoffs and cost cutting. Future periods of economic weakness could result in reduced access to credit and/or wider credit spreads. Economic uncertainty, including concern about 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 Northeast, particularly in Manhattan, Westchester County and Connecticut. Because our portfolio consists primarily of commercial office buildings (as compared to a more diversified real estate portfolio) located principally in Manhattan, if economic conditions deteriorate, then our results of operations, financial condition and ability to service current debt and to make distributions to SL Green may be adversely affected. Specifically, our business may be affected by the following conditions:

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 proportion to changes in our rental revenue. As a result, our costs will not necessarily decline even if our revenues do. Similarly, our operating costs could increase while our revenues stay flat or decline. In either 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 make distributions to SL Green.

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ITEM 1A.    RISK FACTORS

We face risks associated with property acquisitions.

        We may acquire 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 acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. 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:

Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.

        We plan to continue to acquire properties as we are presented with attractive opportunities. We may face competition for acquisition opportunities from other investors, particularly those investors who can incur more leverage, and this competition may adversely affect us by subjecting us to the following risks:

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ITEM 1A.    RISK FACTORS

We rely on five large properties for a significant portion of our revenue.

        As of December 31, 2012, five of our properties, 1185 Avenue of the Americas, 1350 Avenue of the Americas, 919 Third Avenue, 810 Seventh Avenue and 750 Third Avenue, accounted for approximately 56% of our Portfolio annualized cash rent, and 1185 Avenue of the Americas alone accounted for approximately 18% of our Portfolio annualized cash rent. Our revenue and cash available to service our debt and to make distributions to SL Green would be materially adversely affected if the ground lease for the 1185 Avenue of the Americas property were terminated for any reason or if any of these properties were materially damaged or destroyed. Additionally, our revenue and cash available to service debt and make distributions to SL Green 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 filing for bankruptcy.

The continuing threat of terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow.

        There may be a decrease in demand for space in New York City because it is considered at risk for future terrorist attacks, and this decrease may reduce our revenues from property rentals. In the aftermath of a terrorist attack, 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. This in turn could 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. As a result, the value of our properties and the level of our revenues could materially decline.

A terrorist attack could cause insurance premiums to increase significantly.

        ROP gets insurance through a program administered by SL Green. SL Green maintains "all-risk" property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism) within two property insurance portfolios and liability insurance. This includes ROP assets. As of December 31, 2012, the first property portfolio maintains a blanket limit of $775.0 million per occurrence, including terrorism, for the majority of the New York City properties in our portfolio. The second portfolio maintains a limit of $750.0 million per occurrence, including terrorism, for some New York City properties and the majority of the Suburban properties. Both policies expire on December 31, 2013. Each policy includes $100.0 million of flood coverage, with a lower sublimit for locations in high hazard flood zones. SL Green maintain liability policies which cover all our properties and provide limits of $201.0 million per occurrence and in the aggregate per location. The liability policies expire on October 31, 2013. Additional coverage may be purchased on a stand-alone basis for certain assets.

        In October 2006, SL Green formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and be one of the elements of its overall insurance program. Belmont was formed in an effort to, among other reasons, stabilize to some extent the fluctuations of insurance market conditions. Belmont is licensed in New York to write Terrorism, NBCR (nuclear, biological, chemical, and radiological), General Liability, Environmental Liability and D&O coverage.

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ITEM 1A.    RISK FACTORS

        The Terrorism Risk Insurance Act, or TRIA, which was enacted in November 2002, was renewed on December 31, 2007. Congress extended TRIA, now called TRIPRA (Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007) until December 31, 2014. The law 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 $100.0 million. There is no assurance that TRIPRA will be extended. Our debt instruments, consisting of a non-recourse mortgage note secured by one of our properties, 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 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 prevail in asserting that we are required to maintain full coverage for these risks it could result in substantially higher insurance premiums.

        We obtained insurance coverage through an insurance program administered by SL Green. In connection with this program we incurred insurance expense of approximately $4.7 million, $4.5 million and $5.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

We face possible risks associated with the physical effects of climate change.

        We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations and business. For example, we own interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan. Our investments in the New York Metropolitan area also include investments in Westchester County and Connecticut. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, such as those experienced in Hurricane Sandy in October 2012, 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 and increasing the cost of snow removal at our properties. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

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ITEM 1A.    RISK FACTORS

Leasing office space to smaller and growth-oriented businesses could adversely affect our cash flow and results of operations.

        Many 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 large 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 distributable cash flow and results of operations.

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 make distributions to SL Green and meet the payments of principal and interest required under our current mortgages and other indebtedness, including our 2012 credit facility, senior unsecured notes and debentures. We, SL Green, and the Operating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility.

        The total principal amount of our outstanding consolidated indebtedness was approximately $2.1 billion as of December 31, 2012, consisting of approximately $470.0 million under our 2012 credit facility, which is inclusive of our $400.0 million term loan, $1.0 billion under our senior unsecured notes and convertible notes, and approximately $550.0 million of non-recourse mortgage note and other loans payable. In addition, we could increase the amount of our outstanding indebtedness in the future, in part by borrowing under our 2012 credit facility, which had $1.1 billion undrawn capacity as of December 31, 2012. Our 2012 credit facility matures in March 2018, which includes two six-month extension options on the $1.2 billion revolving credit facility.

        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 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. No debt on our properties will mature in 2013. At the present time, we intend to exercise extension options, repay or refinance 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 refinanced debt would adversely affect cash flow and our ability to service debt and make distributions to SL Green. If any principal payments due at maturity cannot be repaid, refinanced or extended, our cash flow will not be sufficient in all years to repay all maturing debt.

Financial covenants could adversely affect our ability to conduct our business.

        The mortgages on our properties generally contain customary negative covenants that limit our ability to further mortgage the properties, to enter into new leases without lender consent or materially modify existing leases, and to discontinue insurance coverage, 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 senior unsecured notes also require us to maintain designated ratios, including but not limited to, total debt-to-assets, debt service coverage, encumbered assets-to-assets and unencumbered assets-to-unsecured debt.

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ITEM 1A.    RISK FACTORS

These restrictions could adversely affect our results of operations, as well as our ability to pay debt obligations and make distributions to SL Green.

Rising interest rates could adversely affect our cash flow.

        Advances under our 2012 credit facility of approximately $440.0 million at December 31, 2012, bear interest at a variable rate. In addition, we could increase the amount of our outstanding variable rate debt in the future, in part by borrowing under our 2012 credit facility, which consisted of a $1.2 billion revolving credit facility and $400.0 million term loan and had $1.1 billion available for draw as of December 31, 2012. Borrowings under our revolving credit facility and term loan bore interest at the 30-day LIBOR, plus spreads of 145 basis points and 165 basis points, respectively, at December 31, 2012. As of December 31, 2012, borrowings under our 2012 credit facility totaled $470.0 million and bore interest at 1.93%. 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. Accordingly, increases in interest rates could adversely affect our results of operations and financial conditions. At December 31, 2012, a hypothetical 100 basis point increase in interest rates across our variable interest rate instrument would increase our annual interest costs by approximately $4.4 million. Accordingly, increases in interest rates could adversely affect our ability to continue to service debt and make distributions to SL Green.

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, such as the risk that 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. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

No limitation on debt could adversely affect our cash flow.

        SL Green considers its business as a whole in determining the amount of leverage of itself and its subsidiaries, including us. SL Green also considers other factors 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. Our organizational documents do not contain any limitation on the amount of indebtedness we may incur. As a result, if we become more highly leveraged, an increase in debt service could adversely affect cash available for distributions to SL Green and could increase the risk of default on our indebtedness.

Debt and preferred equity investments could cause us to incur expenses, which could adversely affect our results of operations.

        We owned preferred equity investments with an aggregate net book value of approximately $340.9 million at December 31, 2012. Such investments may or may not be recourse obligations of the borrower and are not insured or guaranteed by governmental agencies or otherwise. 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 obligation to us. Relatively high loan-to-value ratios and 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.

        We maintain and regularly evaluate financial 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.

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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. In 2012, we recorded $0.5 million in recoveries of loans previously reserved and no loan loss reserves and charge offs on preferred equity investments being held to maturity. If our reserves for credit losses prove inadequate, we could suffer losses which would have a material adverse effect on our financial performance and our ability to service debt and make distributions to SL Green.

We may incur costs to comply with environmental laws.

        We are subject to various federal, state and local environmental laws. These laws regulate our use, storage, disposal and management of hazardous substances and wastes and can impose liability on 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 legal or whether it was caused by 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 service debt and make distributions to SL Green.

        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. If one or more of our properties is not in compliance with the ADA or other legislation, then we may be required to incur additional costs to bring the property into compliance with the ADA or similar 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 make distributions to SL Green could be adversely affected.

We face potential conflicts of interest.

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.

        Through Alliance Building Services, or Alliance, First Quality Maintenance, L.P., or First Quality, provides cleaning, extermination and related services, Classic Security LLC provides security services, Bright Star Couriers LLC provides messenger services, and Onyx Restoration Works provides restoration services with respect to certain properties owned by us. Alliance is partially owned by Gary Green, a son of Stephen L. Green, the

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chairman of SL Green's board of directors. 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. SL Green, including us, and our tenants accounted for approximately 28.7% of Alliance's 2012 estimated total revenue. The contracts pursuant to which these services are provided are not the result of arm's length negotiations and, therefore, there can be no assurance that the terms and conditions are not less favorable than those which could be obtained from third parties providing comparable services. In addition, to the extent that we choose to enforce our rights under any of these agreements, we may determine to pursue available remedies, such as actions for damages or injunctive relief, less vigorously than we otherwise might because of our desire to maintain our ongoing relationship with Gary Green.

        As of December 31, 2012, services were being provided by these entities to 12 of the properties owned by ROP.

Members of management may have a conflict of interest over whether to enforce terms of senior management's employment and noncompetition agreements.

        Stephen Green, Marc Holliday, Andrew Mathias, Andrew Levine and James Mead entered into employment and noncompetition agreements with SL Green pursuant to which they have agreed not to actively engage in the acquisition, development or operation of office real estate in the New York City Metropolitan area. For the most part, these restrictions apply to the executive both during his employment and for a period of time thereafter. Each executive is also prohibited from otherwise disrupting or interfering with our business through the solicitation of our employees or clients or otherwise. To the extent that SL Green chooses to enforce its rights under any of these agreements, SL Green may determine to pursue available remedies, such as actions for damages or injunctive relief, less vigorously than it otherwise might because of its desire to maintain an ongoing relationship with the individual involved. Additionally, the non-competition provisions of these agreements despite being limited in scope and duration, could be difficult to enforce, or may be subject to limited enforcement, should litigation arise over them in the future. Mr. Green also has interests in two properties in Manhattan, which are exempt from the non-competition provisions of his employment and non-competition agreement.

SL Green's failure to qualify as a REIT would be costly.

        We believe that SL Green has operated in a manner to qualify as a REIT for federal income tax purposes and SL Green intends 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 or SL Green's control, can affect its qualification as a REIT. For example, to qualify as a REIT, at least 95% of SL Green's gross income must come from designated sources that are listed in the REIT tax laws. SL Green is also required to distribute to stockholders at least 90% of its REIT taxable income excluding capital gains. The fact that SL Green holds its assets through the Operating Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize SL Green's REIT status. Furthermore, Congress and the Internal Revenue Service, or the IRS, might make changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for SL Green to remain qualified as a REIT.

        If SL Green fails to qualify as a REIT, it would be subject to federal income tax at regular corporate rates. Also, unless the IRS grants SL Green relief under specific statutory provisions, it would remain disqualified as a REIT for four years following the year it first failed to qualify. If SL Green failed to qualify as a REIT, it would have to pay significant income taxes and ROP would therefore have less money available for investments, to service indebtedness or make distributions to SL Green.

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SL Green would incur adverse tax consequences if RARC failed to qualify as a REIT.

        SL Green has assumed that RARC has historically qualified as a REIT for United States federal income tax purposes and that SL Green would continue to be able to qualify as a REIT following the Merger. However, if RARC failed to qualify as a REIT, SL Green generally would have succeeded to significant tax liabilities including the significant tax liability that would result from a deemed sale of assets by RARC pursuant to the Merger.

We face significant competition for tenants.

        The leasing of real estate is highly competitive. The principal means of competition are rent, location, services provided and the nature and condition of the facility to be leased. We directly compete with all owners and developers 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.

Loss of our key personnel could harm our operations.

        We are dependent on the efforts of Marc Holliday, the chief executive officer of SL Green and president of Wyoming Acquisition GP LLC, or WAGP, the sole general partner of ROP, and Andrew Mathias, the president of SL Green. These officers have employment agreements which expire in January 2014 and December 2013, respectively. A loss of the services of either of these individuals could adversely affect our operations.

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 damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, telecommunication failures and cyber security attacks, such as computer viruses or unauthorized access. Any system failure or accident 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. 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 and a loss of confidence in our security measures, which could harm our business.

Compliance with changing or new regulation applicable to corporate governance and public disclosure may result in additional expenses, affect our operations and affect our reputation.

        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.

        As a result, 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

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ITEM 1A.    RISK FACTORS

and attention from revenue—generating activities to compliance activities. In particular, our 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 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, president and treasurer 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, 2012, 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, 2012, we owned or held interests in 13 consolidated commercial office properties encompassing approximately 7.2 million rentable square feet, located primarily in midtown Manhattan. Certain of these properties include at least a small amount of retail space on the lower floors, as well as basement/storage space. As of December 31, 2012, our portfolio also included ownership interests in 17 consolidated commercial office properties located in Westchester County and Connecticut, or the Suburban assets, encompassing approximately 2.1 million rentable square feet and approximately 0.7 million rentable square feet, respectively.

        At December 31, 2012, we also own a development property encompassing approximately 104,000 square feet as well as an inventory of development parcels that aggregated approximately 81 acres of land in four separate parcels on which we can, based on estimates at December 31, 2012, develop approximately 1.1 million square feet of office space and in which we had invested approximately $67.1 million. As of December 31, 2012, we also held preferred equity investments with a book value of $340.9 million.

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ITEM 2.    PROPERTIES

        The following table sets forth certain information with respect to each of the Manhattan and Suburban office and retail properties in the portfolio as of December 31, 2012:

Manhattan Properties
  Year Built/
Renovated
  SubMarket   Approximate
Rentable
Square Feet
  Percentage
of Portfolio
Rentable
Square
Feet (%)
  Percent
Leased (%)
  Annualized
Cash
Rent
($'s)(1)
  Percentage
of Portfolio
Annualized
Cash
Rent (%)
  Number
of
Tenants
  Annualized
Cash Rent Per
Leased
Square
Foot ($)(2)
  Annualized
Net Effective
Rent Per
Leased
Square Foot
($)(3)
 

CONSOLIDATED PROPERTIES

                                                 

810 Seventh Avenue(6)

   
1970
 

Times Square

   
692,000
   
7
   
87.6
   
37,771,128
   
9
   
39
   
59.63
   
51.30
 

919 Third Avenue(4)(6)

    1970  

Grand Central North

    1,454,000     15     96.9     86,011,788     10     13     61.01     46.35  

1185 Avenue of the Americas(5)

    1969  

Rockefeller Center

    1,062,000     11     97.6     76,003,644     18     19     72.33     64.00  

333 West 34th Street

    1960/2002  

Penn Station

    345,400     3     100.0     14,551,572     3     3     43.07     35.77  

461 Fifth Avenue(5)

    1988  

Midtown

    200,000     2     99.4     15,953,568     4     14     77.86     65.46  

555 West 57th Street(6)

    1971  

Midtown West

    941,000     9     99.2     33,682,356     8     11     33.97     31.47  

750 Third Avenue

    1958/2006  

Grand Central North

    780,000     8     97.5     41,119,548     10     31     52.98     46.84  

1350 Avenue of the Americas(6)

    1966  

Rockefeller Center

    562,000     6     97.0     36,075,624     9     38     63.64     53.25  

110 East 42nd Street

    1921  

Grand Central

    205,000     2     81.6     8,102,136     2     20     48.34     40.88  

609 Fifth Avenue

    1925/1990  

Rockefeller Center

    160,000     1     85.2     13,487,388     3     9     101.57     90.93  

673 First Avenue(5)(6)

    1928/1990  

Grand Central South

    422,000     4     100.0     20,578,332     5     8     45.93     38.84  

304 Park Avenue South

    1930  

Midtown South

    215,000     2     95.8     10,433,676     2     17     53.80     53.44  

641 Sixth Avenue

    1902  

Midtown South

    163,000     2     92.1     7,878,132     2     8     52.48     49.66  
                                                 

Total / Weighted Average Consolidated Properties(7)

    7,201,400     72     96.0     401,648,892     85     230              
                                                 

Suburban Properties

                                                           

CONSOLIDATED PROPERTIES

                                                 

1100 King Street—1 International Drive

    1983-1986  

Rye Brook, Westchester

    90,000     1     74.9     1,713,504         1     36.20     15.96  

1100 King Street—2 International Drive

    1983-1986  

Rye Brook, Westchester

    90,000     1     47.0     1,337,520         3     34.29     21.59  

1100 King Street—3 International Drive

    1983-1986  

Rye Brook, Westchester

    90,000     1     63.3     1,658,796         2     32.18     26.29  

1100 King Street—4 International Drive

    1983-1986  

Rye Brook, Westchester

    90,000     1     59.4     1,589,940         7     32.88     27.54  

1100 King Street—5 International Drive

    1983-1986  

Rye Brook, Westchester

    90,000     1     79.8     1,880,748     1     7     16.94     22.65  

1100 King Street—6 International Drive

    1983-1986  

Rye Brook, Westchester

    90,000     1     71.2     2,253,072     1     3     32.31     31.06  

520 White Plains Road

    1979  

Tarrytown, Westchester

    180,000     2     72.5     3,671,304     1     8     28.93     22.16  

115-117 Stevens Avenue

    1984  

Valhalla, Westchester

    178,000     2     86.0     2,577,300     1     11     22.88     17.54  

100 Summit Lake Drive

    1988  

Valhalla, Westchester

    250,000     2     70.7     4,065,456     1     10     23.00     18.74  

200 Summit Lake Drive

    1990  

Valhalla, Westchester

    245,000     2     87.5     5,218,368     1     7     24.81     22.21  

500 Summit Lake Drive

    1986  

Valhalla, Westchester

    228,000     2     76.9     3,982,824     1     6     24.62     21.75  

140 Grand Street

    1991  

White Plains, Westchester

    130,100     1     95.3     4,112,952     1     12     36.74     23.29  

360 Hamilton Avenue

    2000  

White Plains, Westchester

    384,000     4     94.3     13,288,356     3     16     36.72     29.73  
                                                 

Westchester, NY Subtotal

    2,135,100     21           47,350,140     11     93              
                                                 

680 Washington Boulevard(4)

    1989  

Stamford, Connecticut

    133,000     1     74.6     4,083,912     1     7     41.67     35.86  

750 Washington Boulevard(4)

    1989  

Stamford, Connecticut

    192,000     2     93.6     7,332,120     1     9     41.61     32.94  

1055 Washington Boulevard(5)

    1987  

Stamford, Connecticut

    182,000     2     86.0     5,680,620     1     21     35.60     29.76  

1010 Washington Boulevard

    1988  

Stamford, Connecticut

    143,400     2     60.9     2,801,568     1     17     34.34     25.34  
                                                 

Connecticut Subtotal

    650,400     7           19,898,220     4     54              
                                                 


Total / Weighted Average Consolidated Property(8)


 

 

2,785,500

 

 

28

 

 

79.5

 

 

67,248,360

 

 

15

 

 

147

 

 

 

 

 

 

 
                                                 

Grand Total / Weighted Average

    9,986,900     100     91.4     468,897,252     100     377              
                                                 

Grand Total—ROP share of Annualized Cash Rent

                      421,157,620                          
                                                           

DEVELOPMENT

                                                           

635 Sixth Avenue

    1902  

Midtown South

    104,000                              
                                                 

(1)
Annualized Cash Rent represents the monthly contractual rent under existing leases as of December 31, 2012 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, 2012 for the 12 months ending December 31, 2013 are approximately $4.9 million for our consolidated properties.

(2)
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.

(3)
Annual Net Effective Rent Per Leased Square Foot represents (a) for leases in effect at the time an interest in the relevant property was first acquired by us, the remaining lease payments under the lease from the acquisition date divided by the number of months remaining under the lease multiplied by 12 and (b) for leases entered into after an interest in the relevant property was first acquired by us, all lease payments under the lease divided by the number of months in the lease multiplied by 12, and, in the case of both (a) and (b), minus tenant improvement costs and leasing commissions, if any, paid or payable by us and presented on a per leased square foot basis. Annual Net Effective Rent per Leased Square Foot includes future contractual increases in rental payments and therefore, in certain cases, may exceed Annualized Cash Rent per Leased Square Foot.

(4)
We hold a 51% interest in this property.

(5)
We hold a leasehold interest in this property.

(6)
Includes a parking garage.

(7)
Includes approximately 6.5 million square feet of rentable office space, 0.5 million square feet of rentable retail space and 0.2 million square feet of garage space.

(8)
Includes approximately 2.7 million square feet of rentable office space and 0.1 million square feet of rentable retail space.

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ITEM 2.    PROPERTIES

Historical Occupancy

        SL Green has historically achieved consistently higher occupancy rates in our Manhattan portfolio in comparison to the overall midtown markets, as shown over the last five years in the following table:

 
  Percent of
Manhattan
Portfolio
Leased(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, 2012

    94.1 %   89.1 %   90.0 %

December 31, 2011

    92.5 %   89.7 %   91.3 %

December 31, 2010

    92.9 %   88.6 %   90.9 %

December 31, 2009

    95.0 %   86.8 %   90.3 %

December 31, 2008

    96.7 %   90.8 %   92.1 %

(1)
Includes space for leases that were executed as of the relevant date in our wholly-owned and joint venture properties in Manhattan owned by us as of that date.

(2)
Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield.

(3)
The term "Class B" is generally used in the Manhattan office market to describe office properties that are more than 25 years old but that are in good physical condition, enjoy widespread acceptance by high-quality tenants and are situated in desirable locations in Manhattan. Class B office properties can be distinguished from Class A properties in that Class A properties are generally newer properties with higher finishes and frequently obtain the highest rental rates within their markets.

        SL Green has generally historically achieved consistently higher occupancy rates in our Westchester County and Connecticut portfolios in comparison to the overall Westchester County and Stamford, Connecticut, CBD markets, as shown over the last five years in the following table:

 
  Percent of
Westchester
Portfolio
Leased(1)
  Occupancy Rate of
Class A
Office Properties
in the Westchester
Market(2)
  Percent of
Connecticut
Portfolio
Leased(1)
  Occupancy Rate of
Class A
Office Properties
in the Stamford CBD
Market(2)
 

December 31, 2012

    79.2 %   78.5 %   80.7 %   73.7 %

December 31, 2011

    80.6 %   80.1 %   80.3 %   73.8 %

December 31, 2010

    80.0 %   80.3 %   84.3 %   77.6 %

December 31, 2009

    86.5 %   80.3 %   82.7 %   77.5 %

December 31, 2008

    88.9 %   81.7 %   84.9 %   84.5 %

(1)
Includes space for leases that were executed as of the relevant date in our wholly-owned and joint venture properties in Manhattan owned by us as of that date.

(2)
Includes vacant space available for direct lease and sublease. Source: Cushman & Wakefield.

Lease Expirations

        Leases in our Manhattan portfolio, as at many other Manhattan office properties, typically have an initial term of seven to fifteen years, compared to typical lease terms of five to ten years in other large U.S. office markets. For the five years ending December 31, 2017, the average annual rollover at our Manhattan consolidated properties is expected to be approximately 0.4 million square feet representing an average annual expiration rate of 6.0% per year (assuming no tenants exercise renewal or cancellation options and there are no tenant bankruptcies or other tenant defaults).

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ITEM 2.    PROPERTIES

        The following tables set forth a schedule of the annual lease expirations at our Manhattan consolidated properties, with respect to leases in place as of December 31, 2012 for each of the next ten years and thereafter (assuming that no tenants exercise renewal or cancellation options and that there are no tenant bankruptcies or other tenant defaults):

Manhattan Consolidated Office Properties
Year of Lease Expiration
  Number
of
Expiring
Leases
  Square
Footage
of
Expiring
Leases
  Percentage
of
Total
Leased
Square
Feet (%)
  Annualized
Cash
Rent of
Expiring
Leases(1)
  Annualized
Cash
Rent Per
Leased
Square
Foot of
Expiring
Leases(2)
 

2013(3)

    32     413,020     5.85   $ 24,617,973   $ 59.60  

2014

    25     441,890     6.26     22,271,103     50.40  

2015

    30     223,351     3.16     11,225,113     50.26  

2016

    32     579,617     8.21     34,679,737     59.83  

2017

    22     454,281     6.43     29,415,662     64.75  

2018

    18     429,399     6.08     36,717,316     85.51  

2019

    7     117,789     1.67     6,903,666     58.61  

2020

    16     442,915     6.27     29,313,144     66.18  

2021

    21     1,783,165     25.24     97,326,619     54.58  

2022 & thereafter

    39     2,178,595     30.83     109,178,559     50.11  
                       

Total/weighted average

    242     7,064,022     100.00   $ 401,648,892   $ 56.86  
                       

(1)
Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2012 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, 2012 for the 12 months ending December 31, 2013, are reductions of approximately $2.7 million for the properties.

(2)
Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis.

(3)
Includes 5,020 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2012.

        Leases in our Suburban portfolio, as at many other suburban office properties, typically have an initial term of five to ten years. For the five years ending December 31, 2017, the average annual rollover at our Suburban consolidated properties is expected to be approximately 0.2 million square feet, representing an average annual expiration rate of 9.9% per year (assuming no tenants exercise renewal or cancellation options and there are no tenant bankruptcies or other tenant defaults).

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ITEM 2.    PROPERTIES

        The following tables set forth a schedule of the annual lease expirations at our Suburban consolidated properties with respect to leases in place as of December 31, 2012 for each of the next ten years and thereafter (assuming that no tenants exercise renewal or cancellation options and that there are no tenant bankruptcies or other tenant defaults):

Suburban Consolidated Office Properties
Year of Lease Expiration
  Number
of
Expiring
Leases
  Square
Footage
of
Expiring
Leases
  Percentage
of
Total
Leased
Square
Feet (%)
  Annualized
Cash
Rent of
Expiring
Leases(1)
  Annualized
Cash
Rent Per
Leased
Square
Foot of
Expiring
Leases(2)
 

2013(3)

    24     138,064     6.46   $ 4,998,552   $ 36.20  

2014

    24     171,174     8.00     6,071,544     35.47  

2015

    20     225,135     10.53     7,609,884     33.80  

2016

    28     467,873     21.87     15,363,444     32.84  

2017

    10     58,277     2.72     1,659,708     28.48  

2018

    13     106,604     4.98     3,540,852     33.22  

2019

    12     466,047     21.79     12,622,752     27.08  

2020

    7     202,006     9.44     6,173,400     30.56  

2021

    7     142,691     6.67     3,471,816     24.33  

2022 & thereafter

    9     161,150     7.54     5,736,408     35.60  
                       

Total/weighted average

    154     2,139,021     100.00   $ 67,248,360   $ 31.44  
                       

(1)
Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2012 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, 2012 for the 12 months ending December 31, 2013 are reductions of approximately $2.2 million for the suburban properties.

(2)
Annualized Cash Rent Per Leased Square Foot of Expiring Leases represents Annualized Cash Rent of Expiring Leases, as described in footnote (1) above, presented on a per leased square foot basis.

(3)
Includes 39,535 square feet occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2012.

Tenant Diversification

        At December 31, 2012, our portfolio was leased to approximately 377 tenants, which are engaged in a variety of businesses, including professional services, financial services, media, apparel, business services and government/non-profit. The following table sets forth information regarding the leases with respect to the 10

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ITEM 2.    PROPERTIES

largest tenants in our portfolio, based on the amount of square footage leased by our tenants as of December 31, 2012:

Tenant(1)
  Properties   Remaining
Lease
Term
in Months(2)
  Total
Leased
Square
Feet
  Percentage
of
Aggregate
Portfolio
Leased
Square
Feet (%)
  Percentage
of
Aggregate
Portfolio
Annualized
Cash
Rent (%)
 

Debevoise & Plimpton, LLP

 

919 Third Avenue

    108     619,353     6.2     5.0  

Advance Magazine Group, Fairchild Publications

 

750 Third Avenue

    98     286,622     2.9     2.9  

C.B.S. Broadcasting, Inc. 

 

555 West 57th St.

    132     282,385     2.8     2.6  

Schulte, Roth & Zabel LLP

 

919 Third Avenue

    102     263,186     2.6     2.0  

New York Presbyterian Hospital

 

673 First Avenue

    104     232,772     2.3     2.6  

BMW of Manhattan

 

555 West 57th St.

    115     227,782     2.3     1.4  

Verizon

 

1100 King Street Bldg 1 & 500 Summit Lake Drive

    84     184,523     1.8     1.1  

Amerada Hess Corp. 

 

1185 Avenue of the Americas

    180     181,569     1.8     2.9  

The City University of New York—CUNY

 

555 West 57th Street

    216     180,460     1.8     1.6  

Fuji Color Processing Inc. 

 

200 Summit Lake Drive

    78     165,880     1.7     1.2  
                         

Total/ Weighted Average(3)

              2,624,532     26.2 %   23.3 %
                         

(1)
This list is not intended to be representative of our tenants as a whole.

(2)
Lease term from December 31, 2012 until the date of the last expiring lease for tenants with multiple leases.

(3)
Weighted average calculation based on total rentable square footage leased by each tenant.

Environmental Matters

        We engaged independent environmental consulting firms to perform Phase I environmental site assessments on our portfolio, in order to assess existing environmental conditions. All of the Phase I assessments met the ASTM Standard. Under the ASTM Standard, a Phase I environmental site assessment consists of a site visit, an historical record review, a review of regulatory agency data bases and records, and interviews with on-site personnel, with the purpose of identifying potential environmental concerns associated with real estate. These environmental site assessments did not reveal any known environmental liability that we believe will have a material adverse effect on our results of operations or financial condition.

ITEM 3.    LEGAL PROCEEDINGS

        As of December 31, 2012, we were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio other than routine litigation arising in the ordinary course of business or litigation that is adequately covered by insurance.

ITEM 4.    MINE SAFETY DISCLOSURES

        Not Applicable.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        There is no established trading market for our common equity. As of March 19, 2013, there were two holders of our Class A common units, both of which are subsidiaries of SL Green.

COMMON UNITS

        No distributions have been declared by ROP subsequent to the Merger on January 25, 2007.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        We did not sell any Class A common units during the years ended December 31, 2012, 2011 or 2010 that were not registered under the Securities Act of 1933, as amended.

        None of the Class A common units were exchanged into shares of SL Green's common stock and cash in accordance with the Merger Agreement.

PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATE PURCHASERS

        None.

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PART II

ITEM 6.    SELECTED FINANCIAL DATA

        The following table sets forth our selected financial data and should be read in conjunction with our Financial Statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K.

        In November 2011, SL Green transferred five properties to ROP. In December 2012, SL Green transferred three additional properties to ROP. Under the Business Combinations guidance, these were determined to be transfers of businesses between the indirect parent company and its wholly-owned subsidiary. As such, the assets and liabilities were transferred at their carrying value. These transfers are required to be recorded as of the beginning of the current reporting period as though the assets and liabilities had been transferred at that date. The financial statements and financial information presented for all prior years has been retrospectively adjusted to furnish comparative information.

        On September 30, 2012, SL Green transferred $324.9 million of its preferred equity investments to ROP, one of which was subject to a secured $50.0 million loan. Under the Business Combinations guidance, these transfers were determined to be transfers of assets between the indirect parent company and its wholly-owned subsidiary. As such, the assets were transferred at their carrying value and accounted for prospectively from the date of transfer.

 
  Years Ended December 31,  
Operating Data (in thousands)
  2012   2011   2010   2009   2008  
 
   
  As Adjusted
  As Adjusted
  As Adjusted
  As Adjusted
 

Total revenues

  $ 528,809   $ 501,557   $ 490,135   $ 480,123   $ 482,960  
                       

Operating expenses

    118,549     118,326     112,517     107,809     113,817  

Real estate taxes

    90,174     83,838     81,214     78,117     68,985  

Ground rent

    17,098     14,549     14,600     14,589     14,916  

Interest expense, net of interest income

    108,566     82,422     70,827     68,357     84,704  

Amortization of deferred finance costs

    5,712     1,837     684     455     109  

Depreciation and amortization

    142,957     132,251     124,677     124,080     114,003  

Loan loss reserves, net of recoveries

    (472 )   (2,425 )       24,907     10,550  

Transaction related costs

    1,943     243     24          

Marketing, general and administrative

    339     346     493     563     789  
                       

Total expenses

    484,866     431,387     405,036     418,877     407,873  
                       

Equity in net income from unconsolidated joint venture

    966     497     711     1,109     838  

Equity in net gain on sale of interest in unconsolidated joint venture

    1,001                  

Depreciable real estate reserves

        (5,789 )            

(Loss) gain on early extinguishment of debt

    (6,904 )       (1,202 )   3,519     16,569  
                       

Income from continuing operations

    39,006     64,878     84,608     65,874     92,494  

Discontinued operations

                (42 )   1,418  
                       

Net income

    39,006     64,878     84,608     65,832     93,912  

Net income attributable to noncontrolling interests

    (6,013 )   (9,886 )   (13,682 )   (13,380 )   (16,687 )
                       

Net income attributable to ROP common unitholder

  $ 32,993   $ 54,992   $ 70,926   $ 52,452   $ 77,225  
                       

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ITEM 6.    SELECTED FINANCIAL DATA


 
  As of December 31,  
Balance Sheet Data (in thousands)
  2012   2011   2010   2009   2008  
 
   
  As Adjusted
  As Adjusted
  As Adjusted
  As Adjusted
 

Commercial real estate, before accumulated depreciation

  $ 5,395,935   $ 5,048,410   $ 4,918,508   $ 4,873,816   $ 4,818,243  

Total assets

    5,398,562     4,856,398     4,824,806     4,878,545     5,017,096  

Mortgage note and other loan payable, revolving credit facility and term loan and senior unsecured notes

    2,050,713     1,945,194     1,087,705     1,058,210     1,377,959  

Total capital

    3,039,508     2,601,834     3,398,551     3,431,178     3,202,139  

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PART II

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

Overview

        Reckson Operating Partnership, L.P., or ROP, commenced operations on June 2, 1995. The sole general partner of ROP is a wholly-owned subsidiary of SL Green Operating Partnership, L.P., or the Operating Partnership. The sole limited partner of ROP is the Operating Partnership. SL Green Realty Corp., or SL Green, is the general partner of the Operating Partnership.

        ROP is engaged in the acquisition, ownership, management, operation, acquisition, leasing and financing of commercial real estate properties, principally office properties, and also owns land for future development located in the New York City, Westchester County and Connecticut which collectively is also known as the New York Metropolitan area.

        The New York City commercial real estate market continued to strengthen in 2012, and ROP took advantage of the strengthening market in improving occupancies and deploying capital in the borough of Manhattan to strategically position the Company for future growth as market conditions improve.

Leasing and Operating

        SL Green has historically outperformed the Manhattan office market, and did so again in 2012. SL Green's Manhattan office property occupancy on same-store properties increased to 93.8% from 93.0% in the prior year. During 2012, SL Green signed office leases in Manhattan encompassing 3.7 million square feet, of which 3.0 million square feet represented office leases that replaced previously occupied space. SL Green's mark-to-market on these 3.0 million square feet of signed Manhattan office leases that replaced previously occupied space was 7.5% for 2012. The highlight of SL Green's leasing activity during 2012 was the signing of the largest non-sale leaseback office lease in Manhattan's history, a 1.6 million square foot lease with Viacom International, Inc. which represented the entirety of the office space at 1515 Broadway. In addition, SL Green completed the lease-up of 100 Church Street with the 485,000 square foot early renewal and expansion lease with the City of New York.

        New leasing activity in Manhattan in 2012 totaled 23.2 million square feet, slightly below the ten-year average. Direct absorption in Manhattan exceeded 1.4 million square feet during the year, of which 0.2 million square feet was absorbed in Midtown Manhattan, the location of 82% of our in-service office properties (by square footage). This leasing activity in 2012 occurred despite the headwinds caused in part by the presidential election, fiscal cliff, continued implementation of the provisions of the Dodd-Frank Act and Hurricane Sandy. These factors impacted the leasing markets resulting in the Midtown submarket overall office vacancy increasing from 9.6% at December 31, 2011 to 10.3% at December 31, 2012. However, no new office space was added to the Midtown office inventory, with approximately 1.8 million square feet (0.5% of the total 392.9 million square foot Manhattan office inventory) currently under construction and scheduled to be placed in service by 2014.

        Demand for space in certain sub-markets such as Midtown South and a lack of new supply created conditions in which asking rents for direct space in Midtown South increased during 2012 by 8.3% to $50.02 per square foot. Asking rents for direct space in Midtown increased during 2012 by 3.0% to $68.77 per square foot and have increased by 8.8% since the recessionary trough in the first quarter of 2010. Over the same period, net effective rents (which take into consideration leasing concessions) have increased by 26.4%.

Outlook

        Several factors introduced into the market during the second half of 2012 have modestly reduced expectations for the recovery of jobs and demand for office space in 2013. Those factors include increased ordinary and capital

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

gains tax rates and additional cost cutting by the financial services sector. Despite these factors, we continue to see a solid leasing market and the potential for improving leasing fundamentals as we progress through the year.

Assets Transfer

        In connection with the closing of our 2011 revolving credit facility and new 2012 credit facility in which we, along with SL Green and the Operating Partnership are borrowers, SL Green transferred five properties, with total assets aggregating to $683.8 million at November 2011, and transferred three additional properties, with total assets aggregating to $320.2 million at December 31, 2012, to ROP. Under the Business Combinations guidance, these were determined to be transfers of businesses between the indirect parent company and its wholly-owned subsidiary. As such, the assets and liabilities were transferred at their carrying value. These transfers are required to be recorded as of the beginning of the current reporting period as though the assets and liabilities had been transferred at that date. The financial statements and financial information presented for all prior years have been retrospectively adjusted to furnish comparative information.

        On September 30, 2012, SL Green transferred $324.9 million of its preferred equity investments to ROP, one of which was subject to a secured $50.0 million loan. Under the Business Combinations guidance, these transfers were determined to be transfers of assets between the indirect parent company and its wholly-owned subsidiary. As such, the assets were transferred at their carrying value and accounted for prospectively from the date of transfer.

        As of December 31, 2012, we owned the following interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan. Our investments in the New York Metro area also include investments in Westchester County and Connecticut, which are collectively known as the Suburban assets:

Location
  Ownership   Number of
Properties
  Square Feet   Weighted
Average
Occupancy(1)
 

Manhattan

  Consolidated properties     13     7,201,400     96.0 %

Suburban

 

Consolidated properties

   
17
   
2,785,500
   
79.5

%
                   

        30     9,986,900     91.4 %
                   

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

        At December 31, 2012, we also own a development property encompassing approximately 104,000 square feet as well an inventory of development parcels that aggregated approximately 81 acres of land in four separate parcels on which we can, based on estimates at December 31, 2012, develop approximately 1.1 million square feet of office space and in which we had invested approximately $67.1 million. As of December 31, 2012, we also held preferred equity investments with a carrying value of $340.9 million.

Critical Accounting Policies

        Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Investment in Commercial Real Estate Properties

        On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted and without interest charges for consolidated properties) to be generated by the property are less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. In addition, we assess our investment in unconsolidated joint venture for impairment, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint venture's projected discounted cash flows. During 2011, we recorded a $5.8 million impairment charge in connection with the expected sale of our equity investment. This charge is included in depreciable real estate reserves in the consolidated statements of income and comprehensive income. See Note 6, "Investments in Unconsolidated Joint Venture." We do not believe that the value of any of our consolidated real estate properties was impaired at December 31, 2012 and 2011, respectively.

        A variety of costs are incurred in the development and leasing of our properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portions substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portions under construction.

        We allocate the purchase price of real estate to land and building and, if determined to be material, intangibles, such as the value of above-, below-, and at-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 years. The value associated with in-place leases are amortized over the expected term of the associated lease, which generally range from one to 14 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

results, known trends, and market/economic conditions that may affect the property. To the extent acquired leases contain fixed rate renewal options that are below market and determined to be material, we amortize such below market lease value into rental income over the renewal period.

Revenue Recognition

        Rental revenue is recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the accompanying consolidated balance sheets. We establish, on a current basis, an allowance for future potential tenant credit losses, which may occur against this account. The balance reflected on the consolidated balance sheet is net of such allowance.

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

        Income recognition is generally suspended for debt and preferred equity investments at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current and performance is demonstrated to be resumed.

Allowance for Doubtful Accounts

        We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our tenants to make required payments. If the financial condition of a specific tenant were to deteriorate, resulting in an impairment of its ability to make payments, additional allowances may be required.

Reserve for Possible Credit Losses

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

        Where impairment is indicated on an investment that is held to maturity, a valuation allowance is measured based upon the excess of the recorded investment amount over the net fair value of the collateral. Any deficiency between the carrying amount of an asset and the calculated value of the collateral is charged to expense. The write-off of the reserve balance is called a charge-off. We recorded loan loss reserves of zero, $0.7 million and zero in loan loss reserves or charge offs during the years ended December 31, 2012, 2011 and 2010, respectively, on investments held to maturity. We recorded $0.5 million, $3.1 million and zero in recoveries during the years ended December 31, 2012, 2011 and 2010, respectively, in connection with the sale of our debt investments. This is included in loan loss reserves, net of recoveries in the accompanying consolidated statements of income and comprehensive income.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

Derivative Instruments

        In the normal course of business, we use a variety of derivative instruments to manage, or hedge, interest rate risk. We require that hedging derivative instruments be effective in reducing the interest rate risk exposure that they are designated to hedge if the hedge is to qualify for hedge accounting. Some derivative instruments are associated with an anticipated transaction. In those cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract.

        To determine the fair values of derivative instruments, we use a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option-pricing models, replacement cost, and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

Results of Operations

Comparison of the year ended December 31, 2012 to the year ended December 31, 2011

        The following section compares the results of operations for the year ended December 31, 2012 to the year ended December 31, 2011 for the 30 consolidated properties owned by ROP:

Rental Revenues (in millions)
  2012   2011   $ Change   % Change  
 
   
  As Adjusted
   
   
 

Rental revenue

  $ 437.0   $ 421.5   $ 15.5     3.7 %

Escalation and reimbursement revenue

    76.5     72.9     3.6     4.9  
                   

Total

  $ 513.5   $ 494.4   $ 19.1     3.9 %
                   

        Occupancy for our Manhattan portfolio was 96.0% at December 31, 2012 as compared to 95.5% at December 31, 2011. Occupancy for our Suburban portfolio was 79.5% at December 31, 2012 compared to 80.7% at December 31, 2011. At December 31, 2012, approximately 5.9% and 6.5% of the space leased at our consolidated Manhattan and Suburban properties, respectively, is expected to expire during 2013. We estimate that the current market rents on these expected 2013 lease expirations at our consolidated Manhattan and Suburban properties would be approximately 11.9% higher and 6.8% lower, respectively, than then existing in-place fully escalated rents. We estimate that the current market rents on all our consolidated Manhattan and Suburban properties were approximately 8.8% higher and 0.8% lower, respectively, than the existing in-place fully escalated rents on leases that are scheduled to expire in all future years.

        The increase in rental revenues was also due to the acquisitions of 304 Park Avenue South in June 2012, 641 Sixth Avenue in September 2012 and 110 East 42nd Street in May 2011, which, in aggregate, contributed

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

$11.7 million and $1.4 million of the total increase in rental and escalation and reimbursement revenues, respectively.

Investment and Other Income (in millions)
  2012   2011   $ Change   % Change  
 
   
  As Adjusted
   
   
 

Equity in net income of unconsolidated joint venture

  $ 1.0   $ 0.5   $ 0.5     100.0 %

Investment and other income

    15.3     7.2     8.1     112.5  
                   

Total

  $ 16.3   $ 7.7   $ 8.6     111.7 %
                   

        The increase in equity in net income of unconsolidated joint venture was due to higher net income contribution during the period prior to the sale of One Court Square in July 2012.

        The increase in investment and other income was primarily related to the additional income earned from the preferred equity investments transferred to us by SL Green in September 2012 ($9.5 million) and our share of real estate tax refunds ($1.7 million) from four of our properties. This increase was partially offset by a reduction in lease buyout income ($0.3 million) and additional income recognized in 2011 upon sale of a debt investment ($3.1 million).

Property Operating Expenses (in millions)
  2012   2011   $ Change   % Change  
 
   
  As Adjusted
   
   
 

Operating expenses

  $ 118.5   $ 118.3   $ 0.2     0.2 %

Real estate taxes

    90.2     83.8     6.4     7.6  

Ground rent

    17.1     14.5     2.6     17.9  
                   

Total

  $ 225.8   $ 216.6   $ 9.2     4.2 %
                   

        The increase in property operating expenses was primarily due to higher real estate taxes ($6.3 million), ground rent ($2.5 million), payroll costs ($1.5 million), management fee and allocated expenses ($0.6 million), contract maintenance expenses ($0.7 million) and insurance costs ($0.2 million). This increase was partially offset by lower utility costs ($2.7 million) and repairs and maintenance ($0.4 million). Also contributing to the overall increase was the acquisition of 304 Park Avenue South in June 2012, 641 Sixth Avenue in September 2012 and 110 East 42nd in May 2011, which had, in aggregate, $2.7 million in operating expenses and $2.0 million in real estate taxes during the year ended December 31, 2012. The increase in real estate taxes was primarily due to higher assessed values and higher tax rates.

Other Expenses (in millions)
  2012   2011   $ Change   % Change  
 
   
  As Adjusted
   
   
 

Interest expense, net of interest income

  $ 114.3   $ 84.3   $ 30.0     35.6 %

Loan loss reserves, net of recoveries

    (0.5 )   (2.4 )   1.9     79.2  

Depreciation and amortization expense

    143.0     132.3     10.7     8.1  

Transaction related costs

    1.9     0.2     1.7     850.0  

Marketing, general and administrative expense

    0.3     0.3          
                   

Total

  $ 259.0   $ 214.7   $ 44.3     20.6 %
                   

        The increase in interest expense, net of interest income, was primarily due to the issuances of $250.0 million aggregate principal amount of 5.00% senior notes due 2018 in August 2011 and $200.0 million aggregate principal amount of 4.50% senior notes due 2022 in November 2012, and our, SL Green's and the Operating Partnership's

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

entry into a new $1.5 billion revolving credit facility in November 2011, which was later replaced with a $1.6 billion credit facility in November 2012, as well as the refinancing of 919 Third Avenue in June 2011.

        Loan loss reserves, net of recoveries, was attributable to the partial recovery of reserves upon sale of debt investments in March 2012 and February 2011 which was reduced by a $0.7 million reserve recorded in 2011. No loan loss reserves were recorded in 2012.

        The increase in depreciation and amortization expense was attributable to the depreciation on newly acquired properties including 304 Park Avenue South ($3.1 million) in June 2012, 635-641 Sixth Avenue ($2.6 million) in September 2012 and 110 East 42nd Street ($1.2 million) in May 2011 as well as an increase in capital expenditures at the properties in the ROP portfolio.

Comparison of the year ended December 31, 2011 to the year ended December 31, 2010

        The following section compares the results of operations for the year ended December 31, 2011 to the year ended December 31, 2010 for the 30 consolidated properties owned by ROP:

Rental Revenues (in millions)
  2011   2010   $ Change   % Change  
 
  As Adjusted
  As Adjusted
   
   
 

Rental revenue

  $ 421.5   $ 406.2   $ 15.3     3.8 %

Escalation and reimbursement revenue

    72.9     71.5     1.4     2.0  
                   

Total

  $ 494.4   $ 477.7   $ 16.7     3.5 %
                   

        Occupancy for our Manhattan portfolio was 95.5% at December 31, 2011 compared to 93.3% at December 31, 2010. Occupancy for our Suburban portfolio was 80.7% at December 31, 2011 compared to 80.2% at December 31, 2010.

        At December 31, 2011, excluding the impact of the three properties transferred in December 2012, approximately 3.0% and 7.0% of the space leased at our consolidated Manhattan and Suburban properties, respectively, was expected to expire during 2012. We estimated that the current market rents on these expected 2012 lease expirations at our consolidated Manhattan and Suburban properties would be approximately 10.8% higher and 4.2% lower, respectively, than then existing in-place fully escalated rents. We estimated that the current market rents on all our consolidated Manhattan and Suburban properties were approximately 9.6% higher and 0.4% lower, respectively, than the existing in-place fully escalated rents on leases that are scheduled to expire in all future years.

        The increase in rental revenues was also due to the transfer of 110 East 42nd Street to us by SL Green, which contributed $3.3 million and $0.4 million of the total increase in rental and escalation and reimbursement revenues, respectively. The property was acquired by SL Green in May 2011.

Investment and Other Income (in millions)
  2011   2010   $ Change   % Change  
 
  As Adjusted
  As Adjusted
   
   
 

Equity in net income of unconsolidated joint venture

  $ 0.5   $ 0.7   $ (0.2 )   (28.6 )%

Investment and other income

    7.2     12.4     (5.2 )   (41.9 )
                   

Total

  $ 7.7   $ 13.1   $ (5.4 )   (41.2 )%
                   

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                   OPERATIONS

        Our joint venture at One Court Square was net leased to a single tenant until 2020. In April 2010, as part of a lease amendment, the tenant waived its rights to all of its cancellation options in return for a reduction in its rent.

        The decrease in investment and other income was primarily related to a reduction in lease buyout income ($4.3 million), investment income ($1.2 million), as well as the receipt of real estate and other tax refunds in 2010 ($1.9 million). This was partially offset by additional income we recognized in 2011 upon the sale of a debt investment ($3.1 million).

Property Operating Expenses (in millions)
  2011   2010   $ Change   % Change  
 
  As Adjusted
  As Adjusted
   
   
 

Operating expenses

  $ 118.3   $ 112.5   $ 5.8     5.2 %

Real estate taxes

    83.8     81.2     2.6     3.2  

Ground rent

    14.5     14.6     (0.1 )   (0.7 )
                   

Total

  $ 216.6   $ 208.3   $ 8.3     4.0 %
                   

        The increase in property operating expenses was primarily due to higher real estate taxes ($2.6 million), repairs and maintenance ($2.3 million), condominium fees ($1.2 million), payroll costs ($1.4 million), cleaning expenses ($0.8 million) and contract maintenance expenses ($0.5 million) which were partially offset by a decrease in insurance costs ($0.8 million). The increase in real estate taxes was primarily due to higher assessed values and higher tax rates.

        The increase in property operating expenses was also attributable to the transfer of 110 East 42nd Street to us by SL Green, which contributed increases in operating expenses and real estate taxes of $2.4 million and $0.9 million, respectively. The property was acquired by SL Green in May 2011.

Other Expenses (in millions)
  2011   2010   $ Change   % Change  
 
  As Adjusted
  As Adjusted
   
   
 

Interest expense, net of interest income

  $ 84.3   $ 71.5   $ 12.8     17.9 %

Loan loss reserves, net of recoveries

    (2.4 )       (2.4 )   (100.0 )

Depreciation and amortization expense

    132.3     124.7     7.6     6.1  

Transaction related costs

    0.2         0.2     100.0  

Marketing, general and administrative expense

    0.3     0.5     (0.2 )   (40.0 )
                   

Total

  $ 214.7   $ 196.7   $ 18.0     9.2 %
                   

        The increase in interest expense, net of interest income, was primarily due to the issuance of $250.0 million aggregate principal amount of 5% notes in August 2011, refinancing of 919 Third Avenue in June 2011 and assumption of 110 East 42nd Street mortgage in May 2011 as a result of its acquisition. In addition, we, SL Green and the Operating Partnership entered into a new $1.5 billion revolving credit facility in November 2011, which had an interest rate of 150 basis points over the 30-day LIBOR at December 31, 2011.

        The decrease in loan loss reserves, net of recoveries, is due to the partial recovery of a reserve for $3.1 million upon the sale of a debt investment in February 2011 which was reduced by a $0.7 million reserve recorded in 2011. No loan loss reserves were recorded in 2010.

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                   OPERATIONS

        The increase in depreciation and amortization expense is attributable to the depreciation on 110 East 42nd Street ($1.4 million), which was acquired in May 2011 by SL Green, prior to its transfer to us, as well as an increase in capital expenditures at the properties in the ROP portfolio.

Liquidity and Capital Resources

        On January 25, 2007, we were acquired by SL Green. See Item 7 "Management's Discussion and Analysis Liquidity and Capital Resources" in SL Green's Annual Report on Form 10-K for the year ended December 31, 2012 for a complete discussion of additional sources of liquidity available to us due to our indirect ownership by SL Green.

        We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital and funds for acquisition and redevelopment of properties, tenant improvements, leasing costs, repurchases or repayments of outstanding indebtedness (which may include exchangeable debt) and debt and preferred equity investments will include:

        Cash flow from operations is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent and operating escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of capital.

        We believe that our sources of working capital, specifically our cash flow from operations and SL Green's liquidity are adequate for us to meet our short-term and long-term liquidity requirements for the foreseeable future.

Cash Flows

        The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 8. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

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                   OPERATIONS

        Cash and cash equivalents were $34.0 million and $26.6 million at December 31, 2012 and 2011, respectively, representing an increase of $7.4 million. The increase was a result of the following changes in cash flows (in thousands):

 
  Years ended December 31,  
 
  2012   2011   Increase
(Decrease)
 
 
  As Adjusted
 

Net cash provided by operating activities

  $ 148,890   $ 136,364   $ 12,526  

Net cash used in investing activities

  $ (274,995 ) $ (26,549 ) $ (248,446 )

Net cash provided by (used in) financing activities

  $ 133,495   $ (107,619 ) $ 241,114  

        Our principal source of operating cash flow is related to the leasing and operating of the properties in our portfolio. Our properties provide a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and make distributions to SL Green. At December 31, 2012, our portfolio was 91.4% occupied. Following the transfer of $324.9 million of preferred equity investments from SL Green to us in September 2012, these preferred investments will also provide a steady stream of operating cash flow to us.

        Cash is used in investing activities to fund acquisitions, redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in existing buildings that meet our investment criteria. During the year ended December 31, 2012, when compared to the year ended December 31, 2011, we used cash primarily for the following investing activities (in thousands):

Acquisitions of real estate

  $ (274,316 )

Capital expenditures and capitalized interest

    8,373  

Net proceeds from sale of joint venture interest

    44,297  

Distributions from joint venture

    (617 )

Debt and preferred equity and other investments

    (31,916 )

Restricted cash—capital improvements

    5,733  
       

Increase in net cash used in investing activities

  $ (248,446 )
       

        Funds spent on capital expenditures, which comprise building and tenant improvements, decreased from $51.4 million for the year ended December 31, 2011 compared to $43.1 million for the year ended December 31, 2012. The increased capital expenditures relate primarily to costs incurred in connection with redevelopment of properties and the build-out of space for tenants resulting from new leasing activity.

        We generally fund our investment activity through property-level financing, our 2012 credit facility, senior unsecured notes, and asset sales. During the year ended December 31, 2012, when compared to the year ended December 31, 2011, we used cash for the following financing activities (in thousands):

Repayments under our debt obligations

  $ (1,364,148 )

Proceeds from debt obligations

    651,937  

Contributions from common unitholder

    1,232,886  

Distributions to common unitholder and noncontrolling interests

    (296,374 )

Deferred loan costs

    16,813  
       

Increase in cash provided by financing activities

  $ 241,114  
       

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

Capitalization

        All of our issued and outstanding Class A common units are owned by WAGP or the Operating Partnership.

Corporate Indebtedness

2012 Credit Facility

        In November 2012, we entered into a $1.6 billion credit facility, or the 2012 credit facility, which refinanced, extended and upsized the previous 2011 revolving credit facility. The 2012 credit facility consists of a $1.2 billion revolving credit facility, or the revolving credit facility, and a $400.0 million term loan, or the term loan facility. The revolving credit facility matures in March 2017 and includes two six-month extension options, subject to certain conditions and the payment of an extension fee of 10 basis points for each such extension. We also have an option, subject to customary conditions, without the consent of existing lenders, to increase the capacity under the revolving credit facility to $1.5 billion at any time prior to the maturity date for the revolving credit facility, by obtaining additional commitments from our current lenders and other financial institutions. The term loan facility matures on March 30, 2018.

        The 2012 credit facility bears interest at a spread over LIBOR ranging from (i) 100 basis points to 175 basis points for loans under the revolving credit facility and (ii) 115 basis points to 200 basis points for loans under the term loan facility, in each case based on the credit rating assigned to our senior unsecured long term indebtedness. At December 31, 2012, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point fee on the unused balance of the commitments under the revolving credit facility. As of December 31, 2012, the facility fee was 30 basis points. At December 31, 2012, we had approximately $79.5 million of outstanding letters of credit, $70.0 million drawn under the revolving credit facility and $400.0 million outstanding under the term loan facility, with total undrawn capacity of $1.1 billion under the 2012 credit facility.

        We, SL Green and the Operating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.

        The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

2011 Revolving Credit Facility

        The 2012 credit facility replaced our $1.5 billion revolving credit facility, or the 2011 revolving credit facility, which was terminated concurrently with the entering into the 2012 credit facility. The 2011 revolving credit facility bore interest at a spread over LIBOR ranging from 100 basis points to 185 basis points, based on the credit rating assigned to our senior unsecured long-term indebtedness, and required to pay quarterly in arrears a 17.5 to 45 basis point facility fee on the total commitments under the 2011 revolving credit facility. The 2011 revolving credit facility included certain restrictions and covenants and, as of the time of the termination of the 2011 revolving credit facility and as of November 2012, we were in compliance with all such restrictions and covenants.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

Senior Unsecured Notes

        The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2012 and 2011, by scheduled maturity date (amounts in thousands):

Issuance
  December 31,
2012
Unpaid
Principal
Balance
  December 31,
2012
Accreted
Balance
  December 31,
2011
Accreted
Balance
  Coupon
Rate(1)
  Effective
Rate
  Term
(in Years)
  Maturity  

August 13, 2004(2)

  $ 75,898   $ 75,898   $ 98,578     5.88 %   5.88 %   10     August 15, 2014  

March 31, 2006(2)

    255,308     255,165     274,804     6.00 %   6.02 %   10     March 31, 2016  

August 5, 2011(3)

    250,000     249,620     249,565     5.00 %   5.03 %   7     August 15, 2018  

March 16, 2010(3)

    250,000     250,000     250,000     7.75 %   7.75 %   10     March 15, 2020  

November 15, 2012(3)

    200,000     200,000         4.50 %   4.50 %   10     December 1, 2022  

June 27, 2005(4)

    7     7     657     4.00 %   4.00 %   20     June 15, 2025  
                                       

  $ 1,031,213   $ 1,030,690   $ 873,604                          
                                       

(1)
Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.

(2)
On December 27, 2012, we repurchased $42.4 million aggregate principal amount of these notes, consisting of $22.7 million of the 5.875% Notes and $19.7 million of the 6.0% Notes, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million.

(3)
We, SL Green and the Operating Partnership are co-obligors.

(4)
Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to us, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the Merger, the adjusted exchange rate for the debentures is 7.7461 shares of SL Green's common stock per $1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is $1.3491. During the year ended December 31, 2012, we repurchased $650,000 of these bonds at par.

        ROP also provides a guaranty of the Operating Partnership's obligations under its 3.00% Exchangeable Senior Notes due 2017.

Restrictive Covenants

        The terms of the 2012 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, SL Green's ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the minimum amount of tangible net worth, a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that SL Green will not during any time when a default is continuing, make distributions with respect to SL Green's common stock or other equity interests, except to enable SL Green to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2012 and 2011, we were in compliance with all such covenants.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

Market Rate Risk

        We are exposed to changes in interest rates primarily from our floating rate borrowing arrangements. We use interest rate derivative instruments to manage exposure to interest rate changes. A hypothetical 100 basis point increase in interest rates along the entire interest rate curve for 2012 would increase our annual interest cost by approximately $4.4 million.

        We recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is recognized immediately in earnings.

        Approximately $1.6 billion of our long-term debt bore interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. The interest rate on our variable rate debt as of December 31, 2012 was based on LIBOR plus a spread ranging from 145 basis points to 165 basis points.

Contractual Obligations

        Combined aggregate principal maturities of mortgage note and other loans payable, our 2012 credit facility and senior unsecured notes (net of discount), including extension options, estimated interest expense (based on interest rates in effect), and our obligations under our capital lease and ground leases, as of December 31, 2011 are as follows (in thousands):

 
  2013   2014   2015   2016   2017   Thereafter   Total  

Property mortgage and other loans payable

  $   $ 23   $   $ 4,116   $ 7,056   $ 538,828   $ 550,023  

Revolving credit facility

                        70,000     70,000  

Term loan and senior unsecured notes

        75,898     7     255,165         1,099,620     1,430,690  

Capital leases

    1,555     1,555     1,593     1,707     1,707     40,644     48,761  

Ground leases

    17,274     17,274     17,500     17,954     17,954     1,231,425     1,319,381  

Estimated interest expense

    99,383     97,153     94,923     87,138     79,173     237,874     695,644  
                               

Total

  $ 118,212   $ 191,903   $ 114,023   $ 366,080   $ 105,890   $ 3,218,391   $ 4,114,499  
                               

Off-Balance Sheet Arrangements

        We have a number of off-balance sheet investments, including preferred equity investments. These investments all have varying ownership structures. Our off-balance sheet arrangements are discussed in Note 4, "Debt and Preferred Equity Investments," in the accompanying financial statements.

Capital Expenditures

        We estimate that for the year ending December 31, 2013, we expect to incur approximately $61.0 million of capital expenditures which are net of loan reserves, (including tenant improvements and leasing commissions) on consolidated properties. We expect to fund these capital expenditures with operating cash flow and cash on hand. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

expect that these financing requirements will be met in a similar fashion. We believe that we will have sufficient resources to satisfy our capital needs during the next 12-month period.

        Thereafter, we expect our capital needs will be met through a combination of net cash provided by operations, borrowings, potential asset sales and additional debt issuances.

Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

        Through Alliance Building Services, or Alliance, First Quality Maintenance, L.P., or First Quality, provides cleaning, extermination and related services, Classic Security LLC provides security services, Bright Star Couriers LLC provides messenger services, and Onyx Restoration Works provides restoration services with respect to certain properties owned by us. Alliance is partially owned by Gary Green, a son of Stephen L. Green, the chairman of SL Green's board of directors. 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. An affiliate of ours 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. Alliance paid the affiliate approximately $3.4 million, $2.3 million and $1.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. We paid Alliance approximately $5.3 million, $4.7 million and $6.0 million for the years ended December 31, 2012, 2011 and 2010, respectively, for these services (excluding services provided directly to tenants).

Allocated Expenses from SL Green

        Property operating expenses include an allocation of salary and other operating costs from SL Green based on square footage of the related properties. Such amount was approximately $7.0 million, $6.3 million and $6.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Insurance

        SL Green maintains "all-risk" property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism) within two property insurance portfolios and liability insurance. This includes the ROP assets. As of December 31, 2012, the first property portfolio maintains a blanket limit of $775.0 million per occurrence, including terrorism, for the majority of the New York City properties in our portfolio. The second portfolio maintains a limit of $750.0.0 million per occurrence, including terrorism, for some New York City properties and the majority of the Suburban properties. Both policies expire on December 31, 2013. Each policy includes $100.0 million of flood coverage with a lower sublimit for locations in high hazard flood zones. SL Green maintain liability policies which cover all our properties and provide limits of $201.0 million per occurrence and in the aggregate per location. The liability policies expire on October 31, 2013. Additional coverage may be purchased on a stand-alone basis for certain assets.

        In October 2006, SL Green formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and be one of the elements of its overall insurance program. Belmont was formed in an effort to, among other reasons, stabilize to some extent the fluctuations of insurance market conditions. Belmont is licensed in New York to write Terrorism, NBCR (nuclear, biological, chemical, and radiological), General Liability, Environmental Liability and D&O coverage.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

        The Terrorism Risk Insurance Act, or TRIA, which was enacted in November 2002, was renewed on December 31, 2007. Congress extended TRIA, now called TRIPRA (Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007) until December 31, 2014. The law 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 $100.0 million. There is no assurance that TRIPRA will be extended. 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 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 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 prevail in asserting that we are required to maintain full coverage for these risks, it could result in substantially higher insurance premiums.

        We obtained insurance coverage through an insurance program administered by SL Green. In connection with this program we incurred insurance expense of approximately $4.7 million, $4.5 million and $5.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

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PART II

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

Inflation

        Substantially all of the office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the Consumer Price Index or other measures such as porters' wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.

Accounting Standards Updates

        The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies—Accounting Standards Updates" in the accompanying consolidated financial statements.

Forward-Looking Information

        This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the Manhattan, Westchester County and Connecticut 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 differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.

        Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:

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PART II

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                   OPERATIONS

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

        The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect ROP's business and financial performance. In addition, sections of SL Green's Annual Report on Form 10-K for the year ended December 31, 2012 contain additional factors that could adversely affect our business and financial performance. Moreover, ROP operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on ROP's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

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PART II

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Market Rate Risk" for additional information regarding our exposure to interest rate fluctuations.

        The table below presents the principal cash flows based upon maturity dates of our debt obligations and preferred equity investments and the related weighted-average interest rates by expected maturity date, including as-of-right extension options, as of December 31, 2012 (amounts in thousands):

 
  Long-Term Debt   Preferred Equity Investments(1)  
Date
  Fixed
Rate
  Average
Interest
Rate
  Variable
Rate
  Average
Interest
Rate
  Amount   Weighted
Yield
 

2013

  $     5.67 % $     1.84 % $     %

2014

    75,921     5.67         1.84     311,749     10.3  

2015

    7     5.68         1.84          

2016

    259,281     5.66         1.84     19,136     10.9  

2017

    7,056     5.65         1.84     10,000     8.6  

Thereafter

    1,268,448     5.24     440,000     1.84          
                           

Total

  $ 1,610,713     5.43 % $ 440,000     1.84 % $ 340,885     10.3 %
                           

Fair Value

  $ 1,776,057         $ 435,205                    
                                   

(1)
Our debt and preferred equity investments had an estimated fair value ranging between $300.0 million and $400.0 million at December 31, 2012.

        The table below lists all of our derivative instruments, which are hedging variable rate debt and their related fair value as of December 31, 2012 (amounts in thousands):

 
  Asset Hedged   Benchmark
Rate
  Notional
Value
  Strike
Rate
  Effective
Date
  Expiration
Date
  Fair Value  

Interest Rate Swap

  Revolving credit facility   LIBOR     30,000     2.295 %   7/2010     6/2016   $ (1,881 )
                                       

Total Consolidated Hedges

                                  $ (1,881 )
                                       

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PART II

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Schedules

RECKSON OPERATING PARTNERSHIP, L.P.

   

Report of Independent Registered Public Accounting Firm

 
44

Consolidated Balance Sheets as of December 31, 2012 and 2011

  45

Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2011 and 2010

  46

Consolidated Statements of Capital for the years ended December 31, 2012, 2011 and 2010

  47

Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010

  48

Notes to Consolidated Financial Statements

  49

Schedules

   

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2012, 2011 and 2010

  73

Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2012

  74

        All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto.

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PART II

        

Report of Independent Registered Public Accounting Firm

To the Partners of Reckson Operating Partnership, L.P.

        We have audited the accompanying consolidated balance sheets of Reckson Operating Partnership, L.P. (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, capital and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedules listed in the Index at Item 15(a)(2). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

        As discussed in Note 1, the consolidated financial statements for all prior years have been retrospectively adjusted to reflect the transfer of three properties in December 2012 to the Company from the Company's indirect parent, SL Green Realty Corp.

    /s/ Ernst & Young LLP

New York, New York
March 19, 2013

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Reckson Operating Partnership, L.P.

Consolidated Balance Sheets

(Amounts in thousands)

 
  December 31,
2012
  December 31,
2011
 
 
   
  As Adjusted
 

Assets

             

Commercial real estate properties, at cost:

             

Land and land interests

  $ 954,731   $ 829,914  

Building and improvements

    3,646,736     3,424,028  

Building leasehold and improvements

    782,260     782,260  

Property under capital lease

    12,208     12,208  
           

    5,395,935     5,048,410  

Less: accumulated depreciation

    (742,659 )   (613,543 )
           

    4,653,276     4,434,867  

Cash and cash equivalents

    34,035     26,645  

Restricted cash

    21,074     23,491  

Tenant and other receivables, net of allowance of $7,308 and $4,667 in 2012 and 2011, respectively

    13,147     13,003  

Deferred rents receivable, net of allowance of $16,501 and $15,942 in 2012 and 2011, respectively

    150,535     132,846  

Debt and preferred equity investments, net of allowance of $8,125 in 2011

    340,885     600  

Investment in unconsolidated joint venture

        41,913  

Deferred costs, net of accumulated amortization of $40,303 and $27,413 in 2012 and 2011, respectively

    91,400     89,426  

Other assets

    94,210     93,607  
           

Total assets

  $ 5,398,562   $ 4,856,398  
           

Liabilities

             

Mortgage note and other loans payable

  $ 550,023   $ 721,590  

Revolving credit facility

    70,000     350,000  

Term loan and senior unsecured notes

    1,430,690     873,604  

Accrued interest payable and other liabilities

    25,366     18,254  

Accounts payable and accrued expenses

    50,692     43,130  

Deferred revenue

    176,120     194,850  

Capitalized lease obligation

    17,186     17,112  

Deferred land lease payable

    20,566     18,396  

Security deposits

    18,411     17,628  
           

Total liabilities

    2,359,054     2,254,564  
           

Commitments and contingencies

         

Capital

             

General partner capital

    2,686,766     2,242,844  

Limited partner capital

         

Accumulated other comprehensive loss

    (4,925 )   (5,117 )
           

Total ROP partner's capital

    2,681,841     2,237,727  

Noncontrolling interests in other partnerships

    357,667     364,107  
           

Total capital

    3,039,508     2,601,834  
           

Total liabilities and capital

  $ 5,398,562   $ 4,856,398  
           

   

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

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Reckson Operating Partnership, L.P.

Consolidated Statements of Income and Comprehensive Income

(Amounts in thousands)

 
  Years Ended December 31,  
 
  2012   2011   2010  
 
   
  As Adjusted
  As Adjusted
 

Revenues

                   

Rental revenue, net

  $ 436,965   $ 421,475   $ 406,237  

Escalation and reimbursement

    76,509     72,892     71,504  

Investment and preferred equity income

    9,497     3,077     1,231  

Other income

    5,838     4,113     11,163  
               

Total revenues

    528,809     501,557     490,135  
               

Expenses

                   

Operating expenses, including $15,573 (2012), $15,520 (2011) and $17,342 (2010) paid to related parties

    118,549     118,326     112,517  

Real estate taxes

    90,174     83,838     81,214  

Ground rent

    17,098     14,549     14,600  

Interest expense, net of interest income

    108,566     82,422     70,827  

Amortization of deferred financing costs

    5,712     1,837     684  

Depreciation and amortization

    142,957     132,251     124,677  

Loan loss reserves, net of recoveries

    (472 )   (2,425 )    

Transaction related costs

    1,943     243     24  

Marketing, general and administrative

    339     346     493  
               

Total expenses

    484,866     431,387     405,036  
               

Income from continuing operations before equity in net income from unconsolidated joint venture, equity in net income on sale of interest in unconsolidated joint venture, depreciable real estate reserves, loss on early extinguishment of debt and noncontrolling interests

    43,943     70,170     85,099  

Equity in net income from unconsolidated joint venture

    966     497     711  

Equity in net gain on sale of interest in unconsolidated joint venture

    1,001          

Depreciable real estate reserves

        (5,789 )    

Loss on early extinguishment of debt

    (6,904 )       (1,202 )
               

Net income

    39,006     64,878     84,608  

Net income attributable to noncontrolling interests in other partnerships

    (6,013 )   (9,886 )   (13,682 )
               

Net income attributable to ROP common unitholder

  $ 32,993   $ 54,992   $ 70,926  
               

Other comprehensive income (loss)

                   

Unrealized gain (loss) on derivative instruments

    192     (5,117 )    
               

Comprehensive income attributable to ROP common unitholder

  $ 33,185   $ 49,875   $ 70,926  
               

   

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

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Reckson Operating Partnership, L.P.

Consolidated Statements of Capital

(Amounts in thousands)

 
  General
Partners'
Capital
Class A
Common
Units
  Noncontrolling
Interests
In Other
Partnerships
  Accumulated
Other
Comprehensive
Loss
  Total
Capital
 

Balance at December 31, 2009, As Adjusted

  $ 2,934,380   $ 496,798   $   $ 3,431,178  

Contributions

    824,028             824,028  

Distributions

    (928,185 )   (13,078 )       (941,263 )

Net income

    70,926     13,682         84,608  
                   

Balance at December 31, 2010, As Adjusted

    2,901,149     497,402         3,398,551  

Contributions

    823,171             823,171  

Distributions

    (1,536,468 )   (143,181 )       (1,679,649 )

Net income

    54,992     9,886         64,878  

Other comprehensive loss

            (5,117 )   (5,117 )
                   

Balance at December 31, 2011, As Adjusted

    2,242,844     364,107     (5,117 )   2,601,834  

Contributions

    2,374,499               2,374,499  

Distributions

    (1,963,570 )   (12,453 )       (1,976,023 )

Net income

    32,993     6,013         39,006  

Other comprehensive income

            192     192  
                   

Balance at December 31, 2012

  $ 2,686,766   $ 357,667   $ (4,925 ) $ 3,039,508  
                   

   

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

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Reckson Operating Partnership, L.P.

Consolidated Statements of Cash Flows

(Amounts in thousands)

 
  Years Ended December 31,  
 
  2012   2011   2010  
 
   
  As Adjusted
  As Adjusted
 

Operating Activities

                   

Net income

  $ 39,006   $ 64,878   $ 84,608  

Adjustment to reconcile net income to net cash provided by operating activities:

                   

Depreciation and amortization

    148,669     134,088     125,361  

Equity in net gain on sale of interest in unconsolidated joint venture

    (1,001 )        

Equity in net income from unconsolidated joint venture

    (966 )   (497 )   (711 )

Distributions of cumulative earnings from unconsolidated joint venture

    444     497     711  

Loss on early extinguishment of debt

    6,904         1,202  

Loan loss reserves, net of recoveries

    (472 )   (2,425 )    

Depreciable real estate reserves

        5,789      

Deferred rents receivable

    (18,821 )   (27,020 )   (27,683 )

Other non-cash adjustments

    (20,519 )   (20,487 )   (23,416 )

Changes in operating assets and liabilities:

                   

Restricted cash—operations

    (1,787 )   (3,300 )   (704 )

Tenant and other receivables

    (2,945 )   (993 )   (758 )

Deferred lease costs

    (9,235 )   (13,306 )   (15,109 )

Other assets

    (826 )   (2,773 )   107  

Accounts payable, accrued expenses and other liabilities

    7,884     3,086     (37 )

Deferred revenue and land lease payable

    2,555     (1,173 )   (5,561 )
               

Net cash provided by operating activities

    148,890     136,364     138,010  
               

Investing Activities

                   

Acquisitions of real estate property

    (277,060 )   (2,744 )    

Additions to land, buildings and improvements

    (43,072 )   (51,445 )   (50,077 )

Restricted cash—capital improvements

    4,204     (1,529 )   4,319  

Distributions in excess of cumulative earnings from unconsolidated joint venture

    152     769     2,842  

Net proceeds from disposition of joint venture interest

    44,297          

Debt and preferred equity and other investments, net of repayments/participations

    (3,516 )   28,400     1,300  
               

Net cash used in investing activities

    (274,995 )   (26,549 )   (41,616 )
               

Financing Activities

                   

Proceeds from mortgage note and other loans payable

        500,000      

Repayments of mortgage note and other loans payable

    (192,980 )   (222,293 )   (16,172 )

Proceeds from revolving credit facility and senior unsecured notes

    1,751,480     599,543     250,000  

Repayments of revolving credit facility and senior unsecured notes

    (1,478,284 )   (84,823 )   (205,859 )

Contributions from common unitholder

    2,037,115     804,229     824,028  

Distributions to noncontrolling interests in other partnerships

    (12,453 )   (143,181 )   (13,078 )

Distributions to common unitholder

    (1,963,570 )   (1,536,468 )   (928,185 )

Deferred loan costs and capitalized lease obligation

    (7,813 )   (24,626 )   (4,709 )
               

Net cash provided by (used in) financing activities

    133,495     (107,619 )   (93,975 )
               

Net increase in cash and cash equivalents

    7,390     2,196     2,419  

Cash and cash equivalents at beginning of year

    26,645     24,449     22,030  
               

Cash and cash equivalents at end of year

  $ 34,035   $ 26,645   $ 24,449  
               

Supplemental Cash Flow Disclosure

                   

Interest paid

  $ 107,902   $ 78,693   $ 69,458  

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

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements

December 31, 2012

1. Organization and Basis of Presentation

        Reckson Operating Partnership, L.P., or ROP, commenced operations on June 2, 1995. The sole general partner of ROP is a wholly-owned subsidiary of SL Green Operating Partnership, L.P., or the Operating Partnership. The sole limited partner of ROP is the Operating Partnership.

        ROP is engaged in the acquisition, ownership, management and operation of commercial real estate properties, principally office properties and also owns land for future development located in the New York City, Westchester County and Connecticut, which collectively is also known as the New York Metropolitan area.

        SL Green Realty Corp., or SL Green, and the Operating Partnership were formed in June 1997. SL Green has qualified, and expects to qualify in the current fiscal year as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to "we," "our," "us" and the "Company" means ROP and all entities owned or controlled by ROP.

        On January 25, 2007, SL Green completed the acquisition of all of the outstanding shares of common stock of Reckson Associates Realty Corp., or RARC, the prior general partner of ROP. This transaction is referred to herein as the Merger.

        In connection with the closing of our 2011 revolving credit facility and new 2012 credit facility in which we, along with SL Green and the Operating Partnership are borrowers, SL Green transferred five properties, with total assets aggregating to $683.8 million at November 1, 2011 and transferred three additional properties, with total assets aggregating to $320.2 million at December 31, 2012, to ROP. Under the Business Combinations guidance, these were determined to be transfers of businesses between the indirect parent company and its wholly-owned subsidiary. As such, the assets and liabilities were transferred at their carrying value. These transfers are required to be recorded as of the beginning of the current reporting period as though the assets and liabilities had been transferred at that date. The financial statements and financial information presented for all prior years have been retrospectively adjusted to furnish comparative information.

        On September 30, 2012, SL Green transferred $324.9 million of its preferred equity investments to ROP, one of which was subject to a secured $50.0 million loan. Under the Business Combinations guidance, these transfers were determined to be transfers of assets between the indirect parent company and its wholly-owned subsidiary. As such, the assets were transferred at their carrying value and accounted for prospectively from the date of transfer.

        As of December 31, 2012, we owned the following interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan, a borough of New York City. Our investments in the New

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

1. Organization and Basis of Presentation (Continued)

York Metropolitan area also include investments in Westchester County and Connecticut, which are collectively known as the Suburban assets:

Location
  Ownership   Number of
Properties
  Square Feet   Weighted Average
Occupancy(1)
 

Manhattan

  Consolidated properties     13     7,201,400     96.0 %

Suburban

  Consolidated properties     17     2,785,500     79.5 %
                   

        30     9,986,900     91.4 %
                   

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

        At December 31, 2012, we also own a development property encompassing approximately 104,000 square feet as well as an inventory of development parcels that aggregated approximately 81 acres of land in four separate parcels on which we can, based on estimates at December 31, 2012, develop approximately 1.1 million square feet of office space and in which we have invested approximately $67.1 million. As of December 31, 2012, we also held preferred equity investments with a book value of $340.9 million.

2. Significant Accounting Policies

Principles of Consolidation

        The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method or as preferred equity investments. See Note 4, "Debt and Preferred Equity Investments" and Note 5, "Investments in Unconsolidated Joint Venture." ROP's investments in majority-owned and controlled real estate joint ventures are reflected in the accompanying financial statements on a consolidated basis with a reduction for the noncontrolling partners' interests. All significant intercompany balances and transactions have been eliminated.

        We consolidate a variable interest entity, or VIE, in which we are considered a primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

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

        We assess the accounting treatment for each joint venture and preferred equity investment. This assessment includes a review of each joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIE's, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where we or our partner approves, among other things, the annual budget, receives a detailed monthly reporting package from us, meets on a quarterly basis to review the results of the joint venture,

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

reviews and approves the joint venture's tax return before filing, and approves all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of our joint venture. Our joint venture agreements typically contain certain protective rights such as the requirement of partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan.

Investment in Commercial Real Estate Properties

        Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

        A property to be disposed of is reported at the lower of its carrying value or its estimated fair value, less its cost to sell. Once an asset is held for sale, depreciation expense is no longer recorded and the historic results are reclassified as discontinued operations.

        Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Category
  Term
Building (fee ownership)   40 years
Building improvements   shorter of remaining life of the building or useful life
Building (leasehold interest)   lesser of 40 years or remaining term of the lease
Property under capital lease   remaining lease term
Furniture and fixtures   four to seven years
Tenant improvements   shorter of remaining term of the lease or useful life

        Depreciation expense (including amortization of capital lease asset) amounted to approximately $130.3 million, $124.0 million and $118.5 million for the years ended December 31, 2012, 2011 and 2010, respectively.

        On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted and without interest charges for consolidated properties) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. In addition, we assess our investment in our unconsolidated joint venture for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint venture's projected discounted cash flows. During 2011, we recorded a $5.8 million impairment charge in connection with the expected sale of our equity investment. These charges are included in depreciable real estate reserves in the consolidated statements of income and comprehensive income. We do not believe that the values of any of our consolidated properties were impaired at December 31, 2012 and December 31, 2011, respectively.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

        A variety of costs are incurred in the development and leasing of our properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portions substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portions under construction.

        Results of operations of properties acquired are included in the consolidated statements of income and comprehensive income from the date of acquisition.

        FASB guidance requires the acquiring entity in a business combination to measure the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests at their fair values on the acquisition date. The guidance also requires that acquisition- related transaction costs be expensed as incurred, acquired research and development value be capitalized and acquisition-related restructuring costs be capitalized only if they meet certain criteria. As such, we expense acquisition-related transaction costs as incurred, which are included in transaction related costs on our consolidated statements of income.

        We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above-, below- and at-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenant improvements) and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 years. The value associated with in-place leases is amortized over the expected term of the associated lease, which generally range from one to 14 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. To the extent acquired leases contain fixed rate renewal options that are below market and determined to be material, we amortize such below market lease value into rental income over the renewal period.

        We recognized increases of approximately $20.2 million, $22.5 million and $22.4 million in rental revenue for the years ended December 31, 2012, 2011 and 2010, respectively, for the amortization of aggregate below-market leases in excess of above-market leases and a reduction in lease origination costs, resulting from the allocation of the purchase price of the applicable properties. We recognized an increase (reduction) in interest expense for the amortization of above-market rate mortgages assumed of approximately $0.7 million, $(1.2) million and $(1.8) million for the years ended December 31, 2012, 2011 and 2010, respectively.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

        The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and intangible liabilities (acquired below-market leases) as of December 31, 2012 and 2011 (amounts in thousands):

 
  December 31,
2012
  December 31,
2011
 

Identified intangible assets (included in other assets):

             

Gross amount

  $ 199,845   $ 181,028  

Accumulated amortization

    (125,009 )   (104,441 )
           

Net

  $ 74,836   $ 76,587  
           

Identified intangible liabilities (included in deferred revenue):

             

Gross amount

  $ 399,088   $ 384,141  

Accumulated amortization

    (227,637 )   (190,995 )
           

Net

  $ 171,451   $ 193,146  
           

        The estimated annual amortization of acquired below-market leases, net of acquired above-market leases (a component of rental revenue or depreciation expense), for each of the five succeeding years is as follows (amounts in thousands):

2013

  $ 11,419  

2014

    7,824  

2015

    6,362  

2016

    6,314  

2017

    6,290  

        The estimated annual amortization of all other identifiable assets (a component of depreciation and amortization expense) including tenant improvements for each of the five succeeding years is as follows (amounts in thousands):

2013

  $ 5,917  

2014

    4,651  

2015

    3,982  

2016

    2,832  

2017

    2,010  

Investment in Unconsolidated Joint Ventures

        We account for our investment in the unconsolidated joint venture under the equity method of accounting as we exercise significant influence, but do not control the entity and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are VIEs and where we are considered to be the primary beneficiary. In all the joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless the joint venture is determined to be a VIE and we are the primary beneficiary in a VIE, these participating rights preclude us from consolidating these non-VIE entities. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

net income (loss) and cash contributions and distributions. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in net income (loss) of unconsolidated joint ventures over the lesser of the joint venture term or 10 years. Equity income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in the joint venture. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the joint venture or may otherwise be committed to provide future additional financial support. None of the joint venture debt is recourse to us. See Note 5, "Investment in Unconsolidated Joint Venture."

Cash and Cash Equivalents

        We consider all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

        Restricted cash primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital improvement and real estate tax escrows required under certain loan agreements.

Deferred Lease Costs

        Deferred lease costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term.

Deferred Financing Costs

        Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not close.

Revenue Recognition

        Rental revenue is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. In order for the tenant to take possession, the leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, management evaluates whether we are or the tenant is the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner (the tenant is the owner) of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space. When management concludes that we are the

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

owner of tenant improvements for accounting purposes, management records the amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, management records amounts reimbursed by tenants as reduction of the capital asset. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, management records our contribution towards those improvements as a lease incentive, which is included in deferred leasing costs on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the accompanying consolidated balance sheets. We establish, on a current basis, an allowance for future potential tenant credit losses, which may occur against this account. The balance reflected on the consolidated balance sheet is net of such allowance.

        In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations.

        Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours.

        These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.

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

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

        Income recognition is generally suspended for debt and preferred equity investments at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income and principal becomes doubtful. Interest income recognition is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. Interest is recorded as income on impaired loans only to the extent cash is received. Several of the debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest and outstanding principal are ultimately

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

collectible, based on the underlying collateral and operations of the borrower. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.

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

        Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.

Allowance for Doubtful Accounts

        We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our tenants to make required payments. If the financial condition of a specific tenant were to deteriorate, resulting in an impairment of its ability to make payments, additional allowances may be required.

Reserve for Possible Credit Losses

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

        Where impairment is indicated on an investment that is held to maturity, a valuation allowance is measured based upon the excess of the recorded investment amount over the net fair value of the collateral. Any deficiency between the carrying amount of an asset and the calculated value of the collateral is charged to expense. The write off of the reserve balance is called a charge off. We recorded loan loss reserves of zero, $0.7 million and zero in loan loss reserves or charge offs during the years ended December 31, 2012, 2011 and 2010, respectively, on investments held to maturity. We recorded $0.5 million, $3.1 million and zero in recoveries during the years ended December 31, 2012, 2011 and 2010, respectively, in connection with the sale of our debt investments. This is included in loan loss reserves, net of recoveries in the accompanying consolidated statements of income and comprehensive income.

Rent Expense

        Rent expense is recognized on a straight-line basis over the initial term of the lease. The excess of the rent expense recognized over the amounts contractually due pursuant to the underlying lease is included in the deferred land lease payable in the accompanying balance sheets.

Income Taxes

        No provision has been made for income taxes in the accompanying consolidated financial statements since such taxes, if any, are the responsibility of the individual partners.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

Earnings per Unit

        Earnings per unit was not computed in 2012, 2011 and 2010 as there were no outstanding common units held by third parties at December 31, 2012, 2011 and 2010.

Use of Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Exchangeable Debt Instruments

        The initial proceeds from exchangeable debt that may be settled in cash, including partial cash settlements, must be bifurcated between a liability component and an equity component associated with the embedded conversion option. The objective of the accounting guidance is to require the liability and equity components of exchangeable debt to be separately accounted for in a manner such that the interest expense on the exchangeable debt is not recorded at the stated rate of interest but rather at an effective rate that reflects the issuer's conventional debt borrowing rate at the date of issuance. We calculate the liability component of exchangeable debt based on the present value of the contractual cash flows discounted at a comparable market conventional debt borrowing rate at the date of issuance. The difference between the principal amount and the fair value of the liability component is reported as a discount on the exchangeable debt that is accreted as additional interest expense from the issuance date through the contractual maturity date using the effective interest method. A portion of this additional interest expense is capitalized to the development and redevelopment balances qualifying for interest capitalization each period. The liability component of the exchangeable debt is reported net of discounts on our consolidated balance sheets. We calculate the equity component of exchangeable debt based on the difference between the initial proceeds received from the issuance of the exchangeable debt and the fair value of the liability component at the issuance date. The equity component is included in additional paid-in-capital, net of issuance costs, on our consolidated balance sheets. We allocate issuance costs for exchangeable debt between the liability and the equity components based on their relative values.

Derivative Instruments

        In the normal course of business, we use a variety of derivative instruments to manage, or hedge, interest rate risk. We require that hedging derivative instruments are effective in reducing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting. Some derivative instruments are associated with an anticipated transaction. In those cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract.

        To determine the fair values of derivative instruments, we use a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost, and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

        In the normal course of business, we are exposed to the effect of interest rate changes and limit these risks by following established risk management policies and procedures including the use of derivatives. To address exposure to interest rates, derivatives are used primarily to fix the rate on debt based on floating-rate indices and manage the cost of borrowing obligations.

        We use a variety of commonly used derivative products that are considered plain vanilla derivatives. These derivatives typically include interest rate swaps, caps, collars and floors. We expressly prohibit the use of unconventional derivative instruments and using derivative instruments for trading or speculative purposes. Further, we have a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.

        We may employ swaps, forwards or purchased options to hedge qualifying forecasted transactions. Gains and losses related to these transactions are deferred and recognized in net income as interest expense in the same period or periods that the underlying transaction occurs, expires or is otherwise terminated.

        Hedges that are reported at fair value and presented on the balance sheet could be characterized as cash flow hedges or fair value hedges. Interest rate caps and collars are examples of cash flow hedges. Cash flow hedges address the risk associated with future cash flows of interest payments. For all hedges held by us and which were deemed to be fully effective in meeting the hedging objectives established by our corporate policy governing interest rate risk management, no net gains or losses were reported in earnings. The changes in fair value of hedge instruments are reflected in accumulated other comprehensive income. For derivative instruments not designated as hedging instruments, the gain or loss resulting from the change in the estimated fair value of the derivative instruments is recognized in current earnings during the period of change.

Fair Value Measurements

        Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

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

        We determine impairment in real estate investments and debt and preferred equity investments, including intangibles, utilizing cash flow projections that apply estimated revenue and expense growth rates, discount rates and capitalization rates, which are classified as Level 3 inputs. We determined the valuation allowance for loan losses based on Level 3 inputs. See Note 4, "Debt and Preferred Equity Investments."

        We use the following methods and assumptions in estimating fair value disclosures for financial instruments:

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

        The methodologies used for measuring fair value have been categorized into three broad levels as follows:

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

Concentrations of Credit Risk

        Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, preferred equity investments and accounts receivable. We place our cash investments in excess of insured amounts with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in the New York Metropolitan area. See Note 4, "Debt and Preferred Equity Investments." We perform ongoing credit evaluations of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

2. Significant Accounting Policies (Continued)

associated with lost rent and the costs associated with re-tenanting the space. Although the properties in our real estate portfolio are primarily located in Manhattan, we also have Suburban properties located in Westchester County and Connecticut. The tenants located in our buildings operate in various industries. Other than two tenants who accounted for approximately 5.0% and 3.2% of our annualized cash rent, no other tenant in the portfolio accounted for more than 2.9% of our annualized cash rent at December 31, 2012. Approximately 18%, 10%, 10%, 9% and 9% of our annualized cash rent was attributable to 1185 Avenue of the Americas, 919 Third Avenue, 750 Third Avenue, 810 Seventh Avenue and 1350 Avenue of the Americas, respectively, for the year ended December 31, 2012.

Accounting Standards Updates

        In May 2011, the FASB issued updated guidance on fair value measurement which amends U.S. GAAP to conform to IFRS measurement and disclosure requirements. The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value, changes certain fair value measurement principles and enhances disclosure requirements. This guidance was effective as of the first quarter of 2012 and its adoption did not have a material impact on our consolidated financial statements.

        In December 2011, the FASB issued guidance that concluded when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary's nonrecourse debt, the reporting entity must apply the accounting guidance for sales of real estate to determine whether it should derecognize the in substance real estate. The reporting entity is precluded from derecognizing the real estate until legal ownership has been transferred to the lender to satisfy the debt. The guidance is effective for calendar year-end public and nonpublic companies in 2013 and is to be applied on a prospective basis. Early adoption of the guidance is permitted. Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

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

3. Property Acquisitions

        In September 2012, we acquired the aggregate 267,000 square foot (unaudited) office buildings located at 635 and 641 Sixth Avenue for $173.0 million.

        In June 2012, we acquired a 215,000 square foot (unaudited) office building located at 304 Park Avenue South for $135.0 million. The property was acquired with approximately $102.0 million in cash and $33.0 million in units of limited partnership interest in the Operating Partnership.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

3. Property Acquisitions (Continued)

        The following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these 2012 acquisitions (amounts in thousands):

 
  635 and
641 Sixth
Avenue
  304 Park
Avenue
South
 

Land

  $ 69,848   $ 54,189  

Building

    104,474     75,619  

Above market lease value

        2,824  

Acquired in-place leases

    7,727     8,265  

Other assets, net of other liabilities

         
           

Assets acquired

    182,049     140,897  
           

Below market lease value

    9,049     5,897  
           

Liabilities assumed

    9,049     5,897  
           

Purchase price allocation

  $ 173,000   $ 135,000  
           

Net consideration funded by us at closing

  $ 173,000   $ 135,000  
           

Equity and/or debt investment held

  $   $  
           

Debt assumed

  $   $  
           

4. Debt and Preferred Equity Investments

        As of December 31, 2012 and 2011, we held the following debt and preferred equity investments, with an aggregate weighted average current yield of approximately 10.12% at December 31, 2012 (amounts in thousands):

Type
  December 31,
2012 Senior Financing
  December 31,
2012 Carrying Value, Net of Discounts
  December 31,
2011 Carrying Value, Net of Discounts
  Initial
Mandatory
Redemption
 

Preferred equity(1)

  $ 480,000   $ 100,831   $     July 2014  

Preferred equity

    70,000     10,000         October 2014  

Preferred equity(1)(2)

    57,087     19,136         April 2016  

Preferred equity(1)

    926,260     210,918         July 2016  

Debt investment(3)

            8,725      

Loan loss reserve(3)

            (8,125 )    
                     

  $ 1,533,347   $ 340,885   $ 600        
                     

(1)
The difference between the pay and accrual rates is included as an addition to the principal balance outstanding.

(2)
As of December 31, 2012, we are committed to fund an additional $6.5 million on this loan.

(3)
Loan loss reserves are specifically allocated to investments. Our reserves reflect management's judgment of the probability and severity of losses based on Level 3 data. We cannot be certain that our judgment will prove to be correct and that reserves will be adequate over time to protect against potential future losses.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

4. Debt and Preferred Equity Investments (Continued)

        At December 31, 2012 and 2011, all debt and preferred equity investments, other than as noted above, were performing in accordance with the terms of the loan agreements.

5. Investment in Unconsolidated Joint Venture

        In May 2005, we acquired a 1.4 million square foot, 50-story, Class A office tower located at One Court Square, Long Island City, New York, for approximately $471.0 million, inclusive of transfer taxes and transactional costs. One Court Square is 100% leased to the seller, Citibank N.A., under a 15-year net lease. On November 30, 2005, we sold a 70% joint venture interest in One Court Square to certain institutional funds advised by JPMorgan Investment Management, or the JPM Investors, for approximately $329.7 million, including the assumption of $220.5 million of the property's mortgage debt. The operating agreement of the Court Square Joint Venture required approvals from members on certain decisions including annual budgets, sale of the property, refinancing of the property's mortgage debt and material renovations to the property. In addition, the members each had the right to recommend the sale of the property, subject to the terms of the mortgage debt, and to dissolve the Court Square Joint Venture. We also provided a detailed monthly reporting package to the JPM Investors. We had concluded that the JPM Investors had substantive participating rights in the ordinary course of the Court Square Joint Venture's business that result in shared power of the activities that most significantly impact the performance of the joint venture. We accounted for the Court Square Joint Venture under the equity method of accounting.

        In November 2011, we, along with our joint venture partner, reached an agreement to sell One Court Square to a private investor group for approximately $475.6 million. In November 2011, we recorded a $5.8 million impairment charge in connection with the expected sale of this investment. In July 2012, the property was sold for $481.1 million, which included the assumption of $315.0 million of existing debt by the purchaser. We recognized a gain of $1.0 million on sale of this property.

6. Mortgage Note and Other Loans Payable

        The first mortgage note and other loans payable collateralized by the property, assignment of leases and investment at December 31, 2012 and 2011, respectively, were as follows (amounts in thousands):

Property
  Interest
Rate(1)
  Maturity Date   December 31,
2012
  December 31,
2011
 

609 Partners, LLC(2)

    5.00 %   7/2014   $ 23   $ 31,721  

Other loan payable(3)

    8.00 %   9/2019     50,000      

919 Third Avenue New York, NY(4)

    5.12 %   6/2023     500,000     500,000  

609 Fifth Avenue(5)

                94,963  

673 First Avenue(6)

                29,906  

110 East 42nd Street(7)

                65,000  
                       

              $ 550,023   $ 721,590  
                       

(1)
Effective weighted average interest rate for the year ended December 31, 2012.

(2)
As part of an acquisition, the Operating Partnership issued 63.9 million units of its 5.0% Series E preferred units, or the Series E units, with a liquidation of $1.00 per unit. As of December 31, 2012, 63.8 million Series E units had been redeemed.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

6. Mortgage Note and Other Loans Payable (Continued)

(3)
This loan is secured by a portion of a preferred equity investment.

(4)
We own a 51% controlling interest in the joint venture that is the borrower on this loan. This loan is non-recourse to us. In June 2011, our joint venture replaced the $219.6 million 6.87% mortgage that was due to mature in August 2011 with a $500.0 million mortgage.

(5)
In December 2012, we repaid the $93.3 million loan, which bore interest at a fixed of 5.85% per annum and was scheduled to mature in October 2013. We recognized a loss from early extinguishment of debt of approximately $3.1 million consisting mainly of prepayment penalty.

(6)
In November 2012, we repaid the $29.1 million mortgage loan, which bore interest at a fixed rate of 5.67% per annum and was scheduled to mature in February 2013. There was no prepayment penalty

(7)
Prior to transfer of this property to us, the Operating Partnership took control of this property in May 2011 and assumed the mortgage as part of the transaction. This loan consists of a $65.0 million A-tranche and an $18.1 million B-tranche which was owed to us. The B-tranche does not accrue interest and is due only under certain circumstances as described in the loan agreement. In December 2012, we repaid the $65.0 million mortgage loan, which bore interest at a fixed rate of 5.81% per annum and was scheduled to mature in July 2017. There was no prepayment penalty.

        At December 31, 2012, the gross book value of the property and investment collateralizing the mortgage note and other loans payable was approximately $1.3 billion.

7. Corporate Indebtedness

2012 Credit Facility

        In November 2012, we entered into a $1.6 billion credit facility, or the 2012 credit facility, which refinanced, extended and upsized the previous 2011 revolving credit facility. The 2012 credit facility consists of a $1.2 billion revolving credit facility, or the revolving credit facility, and a $400.0 million term loan, or the term loan facility. The revolving credit facility matures in March 2017 and includes two six-month extension options, subject to certain conditions and the payment of an extension fee of 10 basis points for each such extension. We also have an option, subject to customary conditions, without the consent of existing lenders, to increase the capacity under the revolving credit facility to $1.5 billion at any time prior to the maturity date for the revolving credit facility, by obtaining additional commitments from our current lenders and other financial institutions. The term loan facility matures on March 30, 2018.

        The 2012 credit facility bears interest at a spread over LIBOR ranging from (i) 100 basis points to 175 basis points for loans under the revolving credit facility and (ii) 115 basis points to 200 basis points for loans under the term loan facility, in each case based on the credit rating assigned to our senior unsecured long term indebtedness. At December 31, 2012, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point fee on the unused balance of the commitments under the revolving credit facility. As of December 31, 2012, the facility fee was 30 basis points. At December 31, 2012, we had approximately $79.5 million of outstanding letters of credit, $70.0 million drawn under the revolving credit facility and $400.0 million outstanding under the term loan facility, with total undrawn capacity of $1.1 billion under the 2012 credit facility.

        We, SL Green and the Operating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.

        The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

7. Corporate Indebtedness (Continued)

2011 Revolving Credit Facility

        The 2012 credit facility replaced our $1.5 billion revolving credit facility, or the 2011 revolving credit facility, which was terminated concurrently with the entering into the 2012 credit facility. The 2011 revolving credit facility bore interest at a spread over LIBOR ranging from 100 basis points to 185 basis points, based on the credit rating assigned to our senior unsecured long-term indebtedness, and required to pay quarterly in arrears a 17.5 to 45 basis point facility fee on the total commitments under the 2011 revolving credit facility. The 2011 revolving credit facility included certain restrictions and covenants and, as of the time of the termination of the 2011 revolving credit facility and as of November 2012, we were in compliance with all such restrictions and covenants.

Senior Unsecured Notes

        The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2012 and 2011, respectively, by scheduled maturity date (amounts in thousands):

Issuance
  December 31,
2012
Unpaid
Principal
Balance
  December 31,
2012
Accreted
Balance
  December 31,
2011
Accreted
Balance
  Coupon
Rate(1)
  Effective
Rate
  Term
(in Years)
  Maturity  

August 13, 2004(2)

  $ 75,898   $ 75,898   $ 98,578     5.88 %   5.88 %   10     August 15, 2014  

March 31, 2006(2)

    255,308     255,165     274,804     6.00 %   6.02 %   10     March 31, 2016  

August 5, 2011(3)

    250,000     249,620     249,565     5.00 %   5.03 %   7     August 15, 2018  

March 16, 2010(3)

    250,000     250,000     250,000     7.75 %   7.75 %   10     March 15, 2020  

November 15, 2012(3)

    200,000     200,000         4.50 %   4.50 %   10     December 1, 2022  

June 27, 2005(4)

    7     7     657     4.00 %   4.00 %   20     June 15, 2025  
                                       

  $ 1,031,213   $ 1,030,690   $ 873,604                          
                                       

(1)
Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.

(2)
On December 27, 2012, we repurchased $42.4 million aggregate principal amount of these notes, consisting of $22.7 million of the 5.875% Notes and $19.7 million of the 6.0% Notes, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million.

(3)
We, SL Green and the Operating Partnership are co-obligors.

(4)
Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to us, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the Merger, the adjusted exchange rate for the debentures is 7.7461 shares of SL Green's common stock per $1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is $1.3491. During the year ended December 31, 2012, we repurchased $650,000 of these bonds at par.

        ROP also provides a guaranty of the Operating Partnership's obligations under its 3.00% Exchangeable Senior Notes due 2017.

Restrictive Covenants

        The terms of the 2012 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, SL Green's ability to pay dividends, make certain types of

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

7. Corporate Indebtedness (Continued)

investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the minimum amount of tangible net worth, a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that SL Green will not during any time when a default is continuing, make distributions with respect to SL Green's common stock or other equity interests, except to enable SL Green to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2012 and 2011, we were in compliance with all such covenants.

Principal Maturities

        Combined aggregate principal maturities of mortgage and other loans payable, 2012 credit facility and senior unsecured notes as of December 31, 2012, including as-of-right extension options, were as follows (amounts in thousands):

 
  Scheduled
Amortization
  Principal
Repayments
  Revolving
Credit
Facility
  Term loan
and Senior
Unsecured
Notes
  Total  

2013

  $   $   $   $   $  

2014

        23         75,898     75,921  

2015

                7     7  

2016

    4,116             255,165     259,281  

2017

    7,056                 7,056  

Thereafter

    38,220     500,608     70,000     1,099,620     1,708,448  
                       

  $ 49,392   $ 500,631   $ 70,000   $ 1,430,690   $ 2,050,713  
                       

        Consolidated interest expense, excluding capitalized interest, was comprised of the following (amounts in thousands):

 
  Years Ended December 31,  
 
  2012   2011   2010  
 
   
  As Adjusted
  As Adjusted
 

Interest expense

  $ 108,634   $ 82,516   $ 70,965  

Interest income

    (68 )   (94 )   (138 )
               

Interest expense, net

  $ 108,566   $ 82,422   $ 70,827  
               

Interest capitalized

  $   $   $  
               

8. Fair Value of Financial Instruments

        The following disclosures of estimated fair value were determined by management, using available market information and appropriate valuation methodologies, as discussed in Note 2, "Significant Accounting Policies." Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

8. Fair Value of Financial Instruments (Continued)

financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

        Cash and cash equivalents, restricted cash, accounts receivable and accounts payable balances reasonably approximate their fair values due to the short maturities of these items. Mortgage note and other loans payable and the senior unsecured notes had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $1.8 billion, compared to the book value of the related fixed rate debt of approximately $1.6 billion at December 31, 2012. Our floating rate debt, inclusive of our 2012 credit facility, but excluding $30.0 million of which was swapped, had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $435.2 million, compared to the book value of related floating rate debt of approximately $440.0 million at December 31, 2012. Our preferred equity investments had an estimated fair value ranging between $300.0 million and $400.0 million, compared to the book value of related preferred equity investments of approximately $340.9 million at December 31, 2012 based on Level 3 inputs.

        Disclosure about fair value of financial instruments is based on pertinent information available to us as of December 31, 2012. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

9. Rental Income

        We are the lessor and the sublessor to tenants under operating leases with expiration dates ranging from January 1, 2013 to 2030. The minimum rental amounts due under the leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse us for increases in certain operating costs and real estate taxes above their base year costs. Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at December 31, 2012 for the consolidated properties, including consolidated joint venture properties, are as follows (amounts in thousands):

Year
  Consolidated
Properties
 

2013

  $ 415,979  

2014

    400,077  

2015

    384,182  

2016

    358,766  

2017

    323,224  

Thereafter

    1,510,576  
       

  $ 3,392,804  
       

10. Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

        Through Alliance Building Services, or Alliance, First Quality Maintenance, L.P., or First Quality, provides cleaning, extermination and related services, Classic Security LLC provides security services, Bright Star Couriers LLC provides messenger services, and Onyx Restoration Works provides restoration services with respect

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

10. Related Party Transactions (Continued)

to certain properties owned by us. Alliance is partially owned by Gary Green, a son of Stephen L. Green, the chairman of SL Green's board of directors. 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. An affiliate of ours 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. Alliance paid the affiliate approximately $3.4 million, $2.3 million and $1.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. We paid Alliance approximately $5.3 million, $4.7 million and $6.0 million for the years ended December 31, 2012, 2011 and 2010, respectively, for these services (excluding services provided directly to tenants).

Allocated Expenses from SL Green

        Property operating expenses include an allocation of salary and other operating costs from SL Green based on square footage of the related properties. Such amount was approximately $7.0 million, $6.3 million and $6.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Insurance

        We obtained insurance coverage through an insurance program administered by SL Green. In connection with this program we incurred insurance expense of approximately $4.7 million, $4.5 million and $5.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

11. Capital

        Since consummation of the Merger on January 25, 2007, the Operating Partnership has owned all the economic interests in ROP either by direct ownership or by indirect ownership through our general partner, which is its wholly-owned subsidiary.

        Intercompany transactions between SL Green and ROP are generally recorded as contributions and distributions.

12. Benefit Plans

        The building employees are covered by multi-employer defined benefit pension plans and post-retirement health and welfare plans. We participate in the Building Service 32BJ, or Union, Pension Plan and Health Plan. The Pension Plan is a multi-employer, non-contributory defined benefit pension plan that was established under the terms of collective bargaining agreements between the Service Employees International Union, Local 32BJ, the Realty Advisory Board on Labor Relations, Inc. and certain other employees. This Pension Plan is administered by a joint board of trustees consisting of union trustees and employer trustees and operates under employer identification number 13-1879376. The Pension Plan year runs from July 1 to June 30. Employers contribute to the Pension Plan at a fixed rate on behalf of each covered employee. Separate actuarial information regarding such pension plans is not made available to the contributing employers by the union administrators or trustees, since the plans do not maintain separate records for each reporting unit. However, on September 28, 2011 and September 28, 2012, the actuary certified that for the plan years beginning July 1, 2011 and July 1, 2012, respectively, the Pension Plan was in critical status under the Pension Protection Act of 2006. The Pension Plan

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

12. Benefit Plans (Continued)

trustees adopted a rehabilitation plan consistent with this requirement. No surcharges have been paid to the Pension Plan as of December 31, 2012. For the years ended December 31, 2012, 2011 and 2010, the Pension Plan received contributions from employers totaling $212.7 million, $201.3 million and $193.3 million, respectively.

        The Health Plan was established under the terms of collective bargaining agreements between the Union, the Realty Advisory Board on Labor Relations, Inc. and certain other employers. The Health Plan provides health and other benefits to eligible participants employed in the building service industry who are covered under collective bargaining agreements, or other written agreements, with the Union. The Health Plan is administered by a Board of Trustees with equal representation by the employers and the Union and operates under employer identification number 13-2928869. The Health Plan receives contributions in accordance with collective bargaining agreements or participation agreements. Generally, these agreements provide that the employers contribute to the Health Plan at a fixed rate on behalf of each covered employee. Pursuant to the contribution diversion provision in the collective bargaining agreements, the collective bargaining parties agreed, beginning January 1, 2009, to divert to the Pension Plan $1.95 million of employer contributions per quarter that would have been due to the Health Plan. Effective October 1, 2010, the diversion of contributions was discontinued. For the years ended December 31, 2012, 2011 and 2010, the Health Plan received contributions from employers totaling $893.3 million, $843.2 million and $770.8 million, respectively.

        Contributions we made to the multi-employer plans for the years ended December 31, 2012, 2011 and 2010 are included in the table below (amounts in thousands):

 
  Years Ended December 31,  
Benefit Plan
  2012   2011   2010  
 
   
  As Adjusted
  As Adjusted
 

Pension Plan

  $ 1,004   $ 975   $ 828  

Health Plan

    3,165     2,933     2,650  

Other plans

    2,431     2,465     2,260  
               

Total plan contributions

  $ 6,600   $ 6,373   $ 5,738  
               

13. Commitments and Contingencies

        We are not presently involved in any material litigation nor, to our knowledge, any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business. Management believes the costs, if any, incurred by us related to this litigation will not materially affect our financial position, operating results or liquidity.

        The property located at 1185 Avenue of the Americas operates under a ground lease (approximately $6.9 million annually) with a term expiration of 2020 and with an option to renew for an additional 23 years.

        The property located at 461 Fifth Avenue operates under a ground lease (approximately $2.1 million annually) with a term expiration date of 2027 and with two options to renew for an additional 21 years each, followed by a third option for 15 years. We also have an option to purchase the ground lease for a fixed price on a specific date.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

13. Commitments and Contingencies (Continued)

        The property located at 673 First Avenue, which was transferred to ROP at December 31, 2012, has been capitalized for financial statement purposes. Land was estimated to be approximately 70% of the fair market value of the property. The portion of the lease att