UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

April 24, 2013 (April 23, 2013)

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND

(STATE OF INCORPORATION)

1-13199		13-3956775
(COMMISSION FILE NUMBER)		(IRS EMPLOYER ID. NUMBER)

420 Lexington Avenue
New York, New York		10170
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

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

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

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

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

Item 8.01. Other Events.

Summary

On April 23, 2013, SL Green Realty Corp. (the “Company”) reported funds from operations, or FFO, of $109.2 million, or $1.16 per diluted share, for the quarter ended March 31, 2013, compared to $99.3 million, or $1.10 per diluted share, for the same quarter in 2012. Exclusive of the items listed below, which were recognized in the first quarter, normalized FFO for the quarter ended March 31, 2013 is calculated as follows:

	Per Diluted Share
Normalized FFO Reconciliation:
FFO (1)	$	1.16
Charges related to 1515 Broadway refinancing	0.20
Gain on the sale of 50% interest in mezzanine investment	(0.14		)
Normalized Funds From Operations (2)	$	1.22

(1) See page 9 for a reconciliation of net income available to common stockholders to FFO.

(2) There were no similar items in the first quarter of 2012.

Net income attributable to common stockholders totaled $18.9 million, or $0.21 per diluted share, for the quarter ended March 31, 2013, compared to $25.3 million, or $0.29 per diluted share, for the same quarter in 2012.

Operating and Leasing Activity

For the first quarter of 2013, the Company reported revenues and operating income of $370.0 million and $195.8 million, respectively, compared to $339.1 million and $182.2 million, respectively, for the same period in 2012.

Same-store cash NOI on a combined basis increased by 4.4 percent to $181.7 million for the quarter ended March 31, 2013 as compared to the same period in 2012. Consolidated property same-store cash NOI increased by 4.8 percent to $157.5 million and unconsolidated joint venture property same-store cash NOI increased 2.0 percent to $24.2 million.

Occupancy for the Company’s stabilized, same-store Manhattan portfolio at March 31, 2013 was 94.3 percent compared to 94.0 percent at March 31, 2012 and 94.3 percent at December 31, 2012.

During the quarter, the Company signed 55 office leases in its Manhattan portfolio totaling 585,454 square feet. Twenty-seven leases totaling 122,780 square feet represented office leases that replaced previous vacancy, and 28 office leases comprising 462,674 square feet, which had been occupied within the prior twelve months, had average starting rents of $54.94 per rentable square foot, representing a 0.7 percent increase over the previously fully escalated rents on the same office spaces. The average lease term on the Manhattan office leases signed in the first quarter was 5.4 years and average tenant

concessions were 2.2 months of free rent with a tenant improvement allowance of $20.73 per rentable square foot.

During the quarter, 536,101 square feet of office leases commenced in the Manhattan portfolio, 129,746 square feet of which represented office leases that replaced previous vacancy, and 406,355 square feet of which had been occupied within the prior twelve months, represented office leases that had average starting rents of $57.06 per rentable square foot, representing a 4.3 percent increase over the previously fully escalated rents on the same office spaces.

Occupancy for the Company’s Suburban portfolio was 80.2 percent at March 31, 2013, compared to 81.3 percent at December 31, 2012.

During the quarter, the Company signed 36 office leases in the Suburban portfolio totaling 305,916 square feet. Twelve leases totaling 88,674 square feet represented office leases that replaced previous vacancy, and 24 office leases comprising 217,242 square feet, which had been occupied within the prior twelve months, had average starting rents of $30.04 per rentable square foot, representing a 0.8 percent increase over the previously fully escalated rents on the same office spaces. The average lease term on the Suburban office leases signed in the first quarter was 8.3 years and average tenant concessions were 4.9 months of free rent with a tenant improvement allowance of $20.79 per rentable square foot.

During the quarter, 225,072 square feet of office leases commenced in the Suburban portfolio, 74,975 square feet of which represented office leases that replaced previous vacancy, and 150,097 square feet of which had been occupied within the prior twelve months, represented office leases that had average starting rents of $32.51 per rentable square foot, representing a 0.7 percent decrease over the previously fully escalated rents on the same office spaces.

Significant leases that were signed during the first quarter included:

· Early renewal and expansion on 150,865 square feet with Eisner, LLP for 3.3 years at 750 Third Avenue;

· New lease on 58,854 square feet with Viacom International, Inc. for 5.0 years at 1515 Broadway;

· Early renewal on 43,294 square feet with WPP Group USA, Inc. for 6.3 years at 100 Park Avenue;

· New lease on 30,030 square feet with The Federative Republic of Brazil for 10.3 years at 220 East 42nd Street;

· New lease on 67,145 square feet with Xylem Inc. for 10.8 years at 1100 King Street, Westchester County, NY; and

· Early renewal and expansion on 38,252 square feet with Kaufman Borgeest & Ryan LLP for 9.8 years at 200 Summit Lake Drive, Westchester County, NY.

Marketing, general and administrative, or MG&A, expenses for the quarter ended March 31, 2013 were $21.1 million, or 4.9 percent of total revenues including the Company’s share of joint venture revenue compared to $20.2 million, or 5.2 percent for the quarter ended March 31, 2012.

Real Estate Investment Activity

In March 2013, the Company, with a joint venture partner, acquired two vacant residential buildings in Williamsburg, Brooklyn for $54.9 million. The properties, which are above a retail condominium already owned by the Company, consist of 72 newly constructed apartment units and 12 townhouses. Simultaneously, the joint venture closed on a $22.0 million, 5-year first mortgage loan which bears interest at 225 basis points over the 30-day LIBOR.

Debt and Preferred Equity Investment Activity

The Company’s debt and preferred equity investment portfolio totaled $1.4 billion at March 31, 2013. During the first quarter, the Company purchased and originated new debt and preferred equity investments totaling $198.9 million, inclusive of 550 Madison Avenue, all of which are collateralized by New York City commercial office properties, and recorded $121.4 million of principal reductions from investments that were sold or repaid. The debt and preferred equity investment portfolio had a weighted average maturity of 1.9 years as of March 31, 2013 and had a weighted average yield during the quarter ended March 31, 2013 of 10.6 percent.

During the first quarter the Company sold a 50 percent interest in a mezzanine loan secured by interests in 5 Times Square, Manhattan, generating $57.8 million of proceeds to the Company, inclusive of $12.9 million of additional income recorded in the first quarter.

Financing and Capital Activity

In February 2013, the Company closed on a $900 million first mortgage refinancing of 1515 Broadway. The new 12-year, 3.93 percent fixed rate mortgage financing replaced the former $775 million mortgage loan. The refinancing follows the April 2012 renewal by Viacom of 1.6 million square feet at the office tower through 2031. In conjunction with the refinancing, the Company paid a prepayment penalty of $7.6 million, or $0.08 per diluted share, to the providers of the previous mortgage loan and recorded a non-recurring charge of $10.9 million, or $0.12 per diluted share, for unamortized deferred financing costs associated with the previous mortgage loan.

Dividends

During the first quarter of 2013, the Company declared quarterly dividends on its outstanding common and preferred stock as follows:

· $0.33 per share of common stock, which was paid on April 15, 2013 to stockholders of record on the close of business on April 1, 2013;

· $0.4766 per share on the Company’s Series C Preferred Stock for the period January 15, 2013 through and including April 14, 2013, which was paid on April 15, 2013 to stockholders of record on the close of business on April 1, 2013, and reflects the regular quarterly dividend which is the equivalent of annualized dividend of $1.9064 per share; and

· $0.40625 per share on the Company’s Series I Preferred Stock for the period January 15, 2013 through and including April 14, 2013, which was paid on April 15, 2013 to stockholders of record on the close of business on April 1, 2013, and reflects the regular quarterly dividend which is the equivalent of annualized dividend of $1.625 per share.

Non-GAAP Supplemental Financial Measures

Funds from Operations (FFO)

FFO is a widely recognized measure of REIT performance. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring, sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. The Company presents FFO because it considers it an important supplemental measure of its operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITS, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based bonuses for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions.

Same-Store Net Operating Income, Same-Store Cash Net Operating Income and Related Measures

The Company presents same-store net operating income, same-store cash net operating income, same-store joint venture net operating income, same-store joint venture cash net operating income because the Company believes that these measures provide investors with useful information regarding the operating performance of properties that are comparable for the periods presented. For properties owned since January 1, 2012 and still owned in the same manner at the end of the current quarter, the Company determines same-store net operating income by subtracting same-store property operating expenses and ground rent from same-store recurring rental and tenant reimbursement revenues. Same-store cash net operating income is derived by deducting same-store straight line and free rent from, and adding same-store tenant credit loss allowance to, same-store net operating income. Same-store joint venture net operating income and same-store joint venture cash net operating income are calculated in the same manner as noted above, but includes just the Company’s pro-rata share of the joint venture net operating income. None of these measures is an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.

SL GREEN REALTY CORP.

CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

(Amounts in thousands, except per share data)

	Three Months Ended March 31,
	2013			2012
Revenues:
Rental revenue, net	$	270,489		$	260,762
Escalation and reimbursement	41,000			41,656
Investment and preferred equity income	52,708			26,338
Other income	5,774			10,377
Total revenues	369,971			339,133
Expenses:
Operating expenses (including approximately $4,150 (2013) and $3,471 (2012) paid to related parties)	73,633			73,254
Real estate taxes	53,688			51,480
Ground rent	10,990			8,806
Interest expense, net of interest income	81,336			80,137
Amortization of deferred financing costs	4,463			3,580
Depreciation and amortization	80,683			77,069
Loan loss and other investment reserves, net of recoveries	—			564
Transaction related costs	1,358			1,056
Marketing, general and administrative	21,067			20,196
Total expenses	327,218			316,142
Income from continuing operations before equity in net income of unconsolidated joint ventures, noncontrolling interests and discontinued operations	42,753			22,991
Equity in net income (loss) from unconsolidated joint ventures	5,073			(1,560		)
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/ real estate	—			7,260
Gain (loss) on investment in marketable securities	(57		)	—
Gain (loss) on early extinguishment of debt	(18,513		)	—
Income from continuing operations	29,256			28,691
Net loss from discontinued operations	(32		)	(161		)
Gain on sale of discontinued operations	1,113			6,627
Net income	30,337			35,157
Net income attributable to noncontrolling interests in the operating partnership	(555		)	(888		)
Preferred unit distributions	(565		)	(397		)
Net (income) loss attributable to noncontrolling interests in other partnerships	(2,901		)	(1,071		)
Net income attributable to SL Green	26,316			32,801
Perpetual preferred stock dividends	(7,407		)	(7,545		)
Net income attributable to SL Green common stockholders	$	18,909		$	25,256

Earnings Per Share (EPS)
Net income per share (Basic)	$	0.21		$	0.29
Net income per share (Diluted)	$	0.21		$	0.29

Funds From Operations (FFO)
FFO per share (Basic)	$	1.16		$	1.11
FFO per share (Diluted)	$	1.16		$	1.10

Basic ownership interest
Weighted average REIT common shares for net income per share	91,399			86,744
Weighted average partnership units held by noncontrolling interests	2,687			3,048
Basic weighted average shares and units outstanding for FFO per share	94,086			89,792

Diluted ownership interest
Weighted average REIT common share and common share equivalents	91,615			87,125
Weighted average partnership units held by noncontrolling interests	2,687			3,048
Diluted weighted average shares and units outstanding	94,302			90,173

SL GREEN REALTY CORP.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

	March 31, 2013			December 31, 2012
	(Unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	2,886,099		$	2,886,099
Buildings and improvements	7,452,347			7,389,766
Building leasehold and improvements	1,346,481			1,346,748
Properties under capital lease	47,179			40,340
	11,732,106			11,662,953
Less accumulated depreciation	(1,461,775		)	(1,393,323		)
	10,270,331			10,269,630
Assets held for sale	—			4,901
Cash and cash equivalents	220,140			189,984
Restricted cash	130,233			136,071
Investment in marketable securities	22,994			21,429
Tenant and other receivables, net of allowance of $20,947 and $21,652 in 2013 and 2012, respectively	41,950			48,544
Related party receivables	11,133			7,531
Deferred rents receivable, net of allowance of $28,475 and $29,580 in 2013 and 2012, respectively	355,250			340,747
Debt and preferred equity investments, net of discount of $11,251 and $13,572 and allowance of $7,000 and $7,000 in 2013 and 2012, respectively	1,443,834			1,357,203
Investments in and advances to unconsolidated joint ventures	1,073,130			1,032,243
Deferred costs, net	252,018			261,145
Other assets	722,952			718,326
Total assets	$	14,543,965		$	14,387,754

Liabilities
Mortgages and other loans payable	$	4,815,485		$	4,615,464
Revolving credit facility	30,000			70,000
Term loan and senior unsecured notes	1,732,588			1,734,956
Accrued interest and other liabilities	73,666			73,769
Accounts payable and accrued expenses	143,812			159,598
Deferred revenue/gain	322,317			321,764
Capitalized lease obligation	43,404			37,518
Deferred land lease payable	19,750			20,897
Dividend and distributions payable	37,737			37,839
Security deposits	49,803			46,253
Liabilities related to assets held for sale	—			136
Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities	100,000			100,000
Total liabilities	7,368,562			7,218,194

Commitments and contingencies	—			—
Noncontrolling interests in the operating partnership	220,174			212,907
Series G preferred units, $0.01 par value, $25.00 liquidation preference, 1,902 issued and outstanding at both March 31, 2013 and December 31,2012, respectively	47,550			47,550
Series H preferred units, $0.01 par value, $25.00 liquidation preference, 80 issued and outstanding at both March 31, 2013 and December 31, 2012, respectively	2,000			2,000

Equity
SL Green Realty Corp. stockholders’ equity
Series C perpetual preferred shares, $0.01 par value, $25.00 liquidation preference, 7,700 issued and outstanding at both March 31, 2013 and December 31, 2012, respectively	180,340			180,340
Series I perpetual preferred shares, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both March 31, 2013 and December 31, 2012, respectively	221,932			221,965
Common stock, $0.01 par value 160,000 shares authorized, 95,201and 94,896 issued and outstanding at March 31, 2013 and December 31, 2012, respectively (inclusive of 3,646 shares held in Treasury at both March 31, 2013 and December 31, 2012, respectively)	953			950
Additional paid-in capital	4,697,528			4,667,900
Treasury stock-at cost	(322,858		)	(322,858		)
Accumulated other comprehensive loss	(26,117		)	(29,587		)
Retained earnings	1,665,468			1,701,092
Total SL Green Realty Corp. stockholders’ equity	6,417,246			6,419,802
Noncontrolling interests in other partnerships	488,433			487,301
Total equity	6,905,679			6,907,103
Total liabilities and equity	$	14,543,965		$	14,387,754

SL GREEN REALTY CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

	Three Months Ended March 31,
	2013		2012
FFO Reconciliation:

Net income attributable to common stockholders	$	18,909	$	25,256

Add:
Depreciation and amortization	80,683		77,069
Discontinued operations depreciation adjustments	7		14
Joint venture depreciation and noncontrolling interest adjustments	7,527		9,141
Net income attributable to noncontrolling interests	3,456		1,959
Less:

Gain on sale of discontinued operations	1,113		6,627

Equity in net gain (loss) on sale of joint venture interest	—		7,260

Depreciation on non-rental real estate assets	245		267
Funds from Operations	$	109,224	$	99,285

	Consolidated Properties						SL Green’s share of Unconsolidated Joint Ventures						Combined
	Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended March 31,
	2013			2012			2013			2012			2013			2012
Operating income and Same-store NOI Reconciliation:
Income from continuing operations before equity in net income of unconsolidated joint ventures, noncontrolling interests and discontinued operations	$	42,753		$	22,991		$			$

Equity in net income (loss) from joint ventures	5,073			(1,560		)	5,073			(1,560		)
Depreciation and amortization	80,683			77,069			16,012			16,056
Interest expense, net of interest income	81,336			80,137			19,542			23,420
Amortization of deferred financing costs	4,463			3,580			2,362			627
Gain (loss) on early extinguishment of debt	(18,513		)	—			—			—
Operating income	$	195,795		$	182,217		$	42,989		$	38,543

Marketing, general & administrative expense	21,067			20,196			—			—
Net operating income from discontinued operations	(26		)	545			—			—
Loan loss and other investment reserves, net of recoveries	—			564			—			—
Transaction related costs	1,358			1,056			—			161

Non-building revenue	(53,152		)	(30,890		)	(3,661		)	(3,635		)
Equity in net (income) loss from joint ventures	(5,073		)	1,560			—			—
(Gain) loss on early extinguishment of debt	18,513			—			—			—
Net operating income (NOI)	178,482			175,248			39,328			35,069			$	217,810		$	210,317

Net operating income from discontinued operations	26			(545		)	—			—			26			(545		)
NOI from other properties/affiliates	(6,417		)	(4,941		)	(13,538		)	(10,255		)	(19,955		)	(15,196		)
Same-Store NOI	$	172,091		$	169,762		$	25,790		$	24,814		$	197,881		$	194,576

Ground lease straight-line adjustment	1,888			172			—			—			1,888			172

Straight-line and free rent	(13,279		)	(17,470		)	(1,132		)	(740		)	(14,411		)	(18,210		)
Rental income — FAS 141	(3,168		)	(2,125		)	(491		)	(375		)	(3,659		)	(2,500		)
Same-store cash NOI	$	157,532		$	150,339		$	24,167		$	23,699		$	181,699		$	174,038

SL GREEN REALTY CORP.

SELECTED OPERATING DATA-UNAUDITED

	March 31,
	2013			2012
Manhattan Operating Data: (1)
Net rentable area at end of period (in 000’s)	24,282			23,757
Portfolio percentage leased at end of period	94.2		%	93.9		%
Same-Store percentage leased at end of period	94.3		%	94.0		%
Number of properties in operation	36			33

Office square feet where leases commenced during quarter (rentable)	536,101			734,218
Average mark-to-market percentage-office	4.3		%	31.4		%
Average starting cash rent per rentable square foot-office	$	57.06		$	69.81

(1) Includes wholly-owned and joint venture properties.

SIGNATURES

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

	SL GREEN REALTY CORP.

	/s/ James Mead
	James Mead
	Chief Financial Officer

Date: April 24, 2013