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

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

---

---

•	Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and

•	Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

•	consolidated financial statements;

•	the following notes to the consolidated financial statements:

◦	Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;

◦	Note 12, Stockholders' Equity of the Company;

◦	Note 13, Partners' Capital of the Operating Partnership;

◦	Note 15, Accumulated Other Comprehensive Loss of the Company;

◦	Note 16, Accumulated Other Comprehensive Loss of the Operating Partnership;

◦	Note 23, Quarterly Financial Data of the Company (unaudited); and

◦	Note 24, Quarterly Financial Data of the Operating Partnership (unaudited).

---

---

(1)	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total available rentable square feet. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.

(2)	As of December 31, 2014, we owned a building that was comprised of approximately 270,132 square feet of retail space and approximately 222,855 square feet of residential space. For the purpose of this report, we have included the building as part of retail properties and have shown the square footage under its respective classifications.

(3)	Includes one property which was held for sale as of December 31, 2014 and sold in January 2015.

---

•	Leasing and property management capitalizing on our extensive presence and knowledge of the marketplaces in which we operate;

•	Acquiring office, retail and residential properties and employing our local market skills to reposition these assets to create cash flow and capital appreciation;

•	Investing in high-yielding debt and preferred equity positions, generating strong risk-adjusted returns, increasing breadth of market insight, building key market relationships and sourcing potential future investment opportunities;

•	Executing dispositions through sales or joint ventures that harvest equity generated through management's value enhancing activities, thereby providing a continuing source of capital for reinvestment; and

•	Maintaining a liquid balance sheet with access to diversified sources of property and corporate capital.

---

•	Our typical investments generally provide high current returns and, in certain cases, the potential for future capital gains. Because we are the largest commercial landlord in Manhattan, our expertise and operating capabilities provide both insight and operating skills that mitigate risk.

•

In certain cases, these investments may also serve as a potential source of real estate acquisitions for us. This is particularly true when a property's current ownership seeks an efficient off-market transaction, because ownership knows that we have already gained knowledge of the asset through the existing investment, and that we can close quickly if we believe such acquisition would be beneficial.

•	These investments are concentrated in Manhattan, which helps us gain market insight and awareness of upcoming and active investment opportunities and support for key relationships that may provide access to future investment opportunities.

---

•	Property operations that generally provide stable and growing cash flows through market cycles due to a robust Manhattan economy, constraints on new supply, long average lease terms, high credit quality tenants and superior leasing, operating and asset management skills;

•	Concentration of our activities in a Manhattan market that is consistently attractive to property investors and lenders through market cycles;

•	Maintaining strong corporate liquidity through careful management of immediately accessible cash, and future debt maturities; and

•	Maintaining access to corporate capital markets through balanced financing and investment activities that result in balance sheet and cash flow metrics consistent with peer investment grade companies.

---

---

•	Signing 227 Manhattan office leases covering approximately 2.1 million square feet. The mark-to-market on signed Manhattan office leases was 14.9% higher in 2014 than the previously fully escalated rents on the same spaces.

•	Signing 137 Suburban office leases covering approximately 0.8 million square feet. The mark-to-market on signed Suburban office leases was 1.4% higher in 2014 than the previously fully escalated rents on the same spaces.

•	Executing a long-term lease with TD Bank to become the office and retail anchor tenant at One Vanderbilt, the Company's proposed tower adjacent to Grand Central Terminal. TD Bank will occupy approximately 200,000 square feet of space in One Vanderbilt, including a flagship retail store on the northeast corner of 42nd Street and Madison Avenue.

•	Closing on the acquisition of our joint venture partner's interest in 388-390 Greenwich Street at a valuation for the consolidated investment of $1.585 billion and simultaneously closing on a $1.45 billion mortgage refinancing of the property.

•	Closing on the acquisition of the fee interest at 635 Madison Avenue for $153.7 million.

•	Closing on the acquisition of a prime retail condominium at 115 Spring Street for $53.1 million, located along one of SoHo's most popular shopping corridors.

•	Together with our joint venture partners, closing on the acquisition of an approximately 140,000 square foot development site at 175-225 Third Street in Gowanus, one of Brooklyn's most exciting and diverse neighborhoods, for $74.6 million. Subsequently, the property was financed with a new $40.0 million floating rate mortgage.

•	Together with our joint venture partner, closing on the acquisition of 719 Seventh Avenue for $41.1 million and expanding the Company's retail footprint in Times Square.

•	Together with our joint venture partner, closing on the acquisition of the retail condominium at 121 Greene Street in SoHo for $27.4 million, continuing the growth of the Company's prime retail property portfolio.

•	Closing on the acquisition and subsequent joint venture of approximately 347,000 square feet of newly constructed vacant commercial condominium units on floors 2 and 22-34 at 55 West 46th Street, as well as a retail store on 46th Street and the building's parking garage and fitness center for $295.0 million. The property has been financed with a new $190.0 million floating rate mortgage.

•	Closing on the acquisition of the retail property at 102 Greene Street in SoHo for $32.3 million, continuing the growth of our prime retail property portfolio.

•	Closing on the acquisition of additional ownership interests in the approximately 647,000 square foot office condominium at 1745 Broadway, which is leased entirely to Random House, increasing the our ownership to 56.88%.

•	Closing on the sale of the leased fee interest in 2 Herald Square for a gross sales price of $365.0 million and recognizing a gain on sale of $18.8 million.

---

•	Closing on the sale of our leasehold interest in 673 First Avenue for $145.0 million and recognizing a gain on sale of $117.6 million.

•	Closing on the sale of the development properties at 985-987 Third Avenue for $68.7 million and recognizing a gain on sale of $29.8 million.

•	Closing on the sale of our joint venture interest in 21-25 West 34th Street for an implied gross valuation of $114.9 million and recognizing a gain on sale of $20.9 million.

•	Closing on the sale of our joint venture interest in a portfolio of office properties primarily in Southern California for $756.0 million and recognizing a gain on sale of $85.6 million.

•	Closing on the sale of our joint venture interest in 747 Madison Avenue for a gross sales price of $160.0 million and recognizing a promote of $10.3 million and a deferred gain on sale of $13.1 million.

•	Together with our joint venture partner, closing on the sale of the mixed-use college dormitory/retail asset at 180 Broadway for a gross sales price of $222.5 million and recognizing a promote of $3.3 million and a gain on sale of $16.5 million.

•	Together with our joint venture partner, entering into an agreement to sell 180 Maiden Lane for a gross sales price of $470.0 million, which closed in January 2015.

•	Originating and retaining, or acquiring, $680.1 million in debt and preferred equity investments, inclusive of accretion of reserves, discounts and pay-in-kind interest, and recording $576.1 million of proceeds from sales, repayments and participations.

•	Investing $50.0 million in the construction of a 1,174 unit residential rental project at 605 West 42nd Street. The investment consists of mezzanine loan interests and a fixed-price option for the Company to acquire up to a 20% equity stake in the property.

•	Expanding the term loan portion of the our $2.0 billion unsecured corporate credit facility by $433.0 million to $833.0 million while reducing the borrowing cost of the facility by 25 basis points and extending the maturity date to June 2019.

•	Entering into an agreement to modify and extend the $1.2 billion revolving line of credit portion of our $2.0 billion unsecured corporate credit facility, which extended the maturity date to March 2020, and reduced the cost by 25 basis points, which closed in January 2015.

•	Obtaining an upgrade in credit rating to investment grade from Fitch Ratings. This rating coupled with our investment grade rating from Standard & Poor's will allow for future unsecured bond issuances by us to be included in the Barclays U.S Corporate Index.

•	Closing on a $300.0 million leasehold mortgage refinancing of 420 Lexington Avenue at a significantly reduced interest rate. The new 10-year, fixed rate loan replaces the previous $181.0 million mortgage.

•	Repaying the $146.3 million mortgage on 125 Park Avenue at maturity and prepaying the $114.9 million mortgage on 625 Madison Avenue.

•	Together with our joint venture partner, closing on a $360.0 million mortgage refinancing of 100 Park Avenue. The new seven-year, floating rate loan replaces the previous $209.4 million mortgage.

•	Together with our joint venture partner, closing on a $275.0 million refinancing of 724 Fifth Avenue. The new three-year, floating rate loan replaces the previous $120.0 million loan.

•	Together with our joint venture partner, closing on a $97.0 million floating rate leasehold mortgage at 650 Fifth Avenue.

---

---

•	significant job losses in the financial and professional services industries which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;

•

our ability to borrow on terms and conditions that we find acceptable may be limited, including as a result of increased credit risk premiums for certain market participants, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from both our existing operations and our acquisition and development activities and increase our future interest expense; and

•	reduced values of our properties, which may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans.

•	we may be unable to meet required closing conditions;

•	we may be unable to finance acquisitions and developments of properties on favorable terms or at all;

•	we may be unable to lease our acquired properties on the same terms or to the same level of occupancy as our existing properties;

•	acquired properties may fail to perform as we expected;

---

•	we may expend funds on, and devote management time to, acquisition opportunities which we do not complete, which may include non-refundable deposits;

•	our estimates of the costs we incur in renovating, improving, developing or redeveloping acquired properties may be inaccurate;

•	we may not be able to obtain adequate insurance coverage for acquired properties;

•	acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures and may increase the risks associated with concentration of clients and geographies; and

•	we may be unable to quickly and efficiently integrate new acquisitions and developments, particularly acquisitions of portfolios of properties, into our existing operations, and therefore our results of operations and financial condition could be adversely affected.

•	claims by tenants, vendors or other persons arising from dealing with the former owners of the properties;

•	liabilities incurred in the ordinary course of business;

•	claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties; and

•	liabilities for clean-up of undisclosed environmental contamination.

•	an inability to acquire a desired property because of competition from other well-capitalized real estate investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors; and

•	an increase in the purchase price for such acquisition property.

---

---

---

---

---

•	staggered board of directors;

•	ownership limitations; and

•	the board of directors' ability to issue additional common stock and preferred stock without stockholder approval.

---

•	any person who beneficially owns 10% or more of the voting power of the corporation's outstanding voting stock; or

•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation.

•	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation, voting together as a single group; and

•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

•	the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

•	our financial performance; and

---

•	general stock and bond market conditions.

---

---

---

---

---

---

---

---

(1)	Excludes leases signed but not yet commenced as of December 31, 2014.

(2)

Annualized Cash Rent represents the monthly contractual rent under existing leases as of December 31, 2014 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, 2014 for the 12 months ending December 31, 2015 will reduce cash rent by $98.2 million for our consolidated properties and $17.5 million for our unconsolidated properties.

(3)	Includes our share of unconsolidated joint venture annualized cash rent.

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

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

(6)	We hold a leasehold mortgage interest, a net sub-leasehold interest and a co-tenancy interest in this property.

(7)	The rent per square foot is presented on a triple-net basis.

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

---

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

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

(1)	Tenants may have multiple leases.

(2)

Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2014 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, 2014 for the 12 months ending December 31, 2015 will reduce cash rent by $95.0 million for the properties.

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

---

(4)	Includes approximately 44,391 square feet and annualized cash rent of $3.0 million occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2014.

(5)	Represents Citigroup's net lease at 388-390 Greenwich Street, which expires in 2035. The net rent as of December 31, 2014 is approximately $42.13 per square foot with annual CPI escalation.

(1)	Tenants may have multiple leases.

(2)

Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2014 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, 2014 for the 12 months ending December 31, 2015 will reduced cash rent by $15.4 million for the joint venture properties.

---

(1)	Tenants may have multiple leases.

(2)

Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2014 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, 2014 for the 12 months ending December 31, 2015 will reduce cash rent by $3.2 million for the properties.

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

(4)	Includes approximately 84,845 square feet and annualized cash rent of $3.1 million occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2014.

(1)	Tenants may have multiple leases.

(2)

Annualized Cash Rent of Expiring Leases represents the monthly contractual rent under existing leases as of December 31, 2014 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, 2014 for the 12 months ending December 31, 2015 will reduce cash rent by $2.1 million for the joint venture properties.

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

---

(4)	Includes approximately 108,656 square feet and annualized cash rent of $4.1 million occupied by month-to-month holdover tenants whose leases expired prior to December 31, 2014.

---

---

---

(1)	Includes our 2014 Outperformance Plan, Third Amended and Restated 2005 Stock Option and Incentive Plan, Amended 1997 Stock Option and Incentive Plan, as amended and 2008 Employee Stock Purchase Plan.

(2)

Includes (i) 1,462,700 shares of common stock issuable upon the exercise of outstanding options (429,000 of which are vested and exercisable), (ii) 136,900 restricted stock units and 75,600 phantom stock units that may be settled in shares of common stock (70,200 of which are vested), (iii) 2,058,200 LTIP units that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to us for redemption and acquired by us for shares of SL Green's common stock (713,800 of which are vested) and (iv) shares of common stock reserved in connection with LTIP units issued pursuant to the 2014 Outperformance Plan, all of which remain subject to performance-based vesting and a dollar value limitation on the number of LTIP units that may be earned based on SL Green's common stock price when the LTIP units are earned.

(3)	Because there is no exercise price associated with restricted stock units, phantom stock units or LTIP units, these awards are not included in the weighted-average exercise price calculation.

(4)

Balance is after reserving for shares underlying outstanding restricted stock units, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units, including, among others, outstanding LTIP Units issued under our 2011 Long-Term Outperformance Plan, which remain subject to performance-based vesting. The number of securities remaining available consists of shares remaining available for issuance under our 2008 Employee Stock Purchase Plan and Third Amended and Restated 2005 Stock Option and Incentive Plan and 2014 Outperformance Plan.

---

---

---

(1)

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

---

---

---

---

---

---

---

---

(1)	Annual initial base rent.

(2)	Escalated rent is calculated as total annual income less electric charges.

(3)	Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

(4)	Average starting office rent excluding new tenants replacing vacancies was $54.44 per rentable square feet for 717,498 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $60.80 per rentable square feet for 1,373,011 rentable square feet.

(5)	Average starting office rent excluding new tenants replacing vacancies was $30.65 per rentable square feet for 199,436 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $32.01 per rentable square feet for 379,473 rentable square feet.

---

---

---

---

---

---

(1)	Cash flow from operations;

(2)	Cash on hand;

(3)	Borrowings under the 2012 credit facility;

(4)	Other forms of secured or unsecured financing;

(5)	Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments; and

---

(6)	Proceeds from common or preferred equity or debt offerings by the Company, the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP.

---

---

---

---

(1)	Includes the mortgage at 180 Maiden Lane, which is included in liabilities related to assets held for sale.

---

---

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

(2)	Issued by ROP.

(3)

Issued by the Operating Partnership. Interest on these exchangeable notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of SL Green's common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 12.1163 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. As a result of meeting specified events (as defined in the Indenture Agreement), these notes are exchangeable commencing January 1, 2015 and will remain exchangeable through March 31, 2015. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of December 31, 2014, $35.9 million remained to be amortized into the debt balance.

(4)	Issued by the Company, the Operating Partnership and ROP, as co-obligors.

(5)

Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, 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 acquisition of all outstanding shares of common stock of Reckson, or the Reckson 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.

(6)

Issued by the Operating Partnership. Interest on these remaining exchangeable notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rate representing an exchange price that was set at a 25.0% premium to the last reported sale price of the Company's common stock on March 20, 2007, or $173.30. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 5.7952 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are currently redeemable at the Operating Partnership’s option. The Operating Partnership may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events.

(7)	In August 2014, these notes were repaid at maturity.

---

---

---

---

•	the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;

•	dependence upon certain geographic markets;

---

•	risks of real estate acquisitions, dispositions, developments and redevelopment, including the cost of construction delays and cost overruns;

•	risks relating to debt and preferred equity investments;

•	availability and creditworthiness of prospective tenants and borrowers;

•	bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;

•	adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;

•	availability of capital (debt and equity);

•	unanticipated increases in financing and other costs, including a rise in interest rates;

•	our ability to comply with financial covenants in our debt instruments;

•	our ability to maintain its status as a REIT;

•	risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;

•	the threat of terrorist attacks;

•	our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and,

•	legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.

---

(1)	Our debt and preferred equity investments had an estimated fair value ranging between $1.5 billion and $1.8 billion at December 31, 2014.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)	The weighted average occupancy for commercial properties represents the total occupied square feet divided by total available rentable square feet.  The weighted average occupancy for residential properties represents the total occupied units divided by total available units.

(2)	As of December 31, 2014, we owned a building that was comprised of approximately 270,132 square feet (unaudited) of retail space and approximately 222,855 square feet (unaudited) of residential space. For the purpose of this report, we have included the building as part of retail properties and have shown the square footage under its respective classifications.

---

(3)	Includes one property which was held for sale as of December 31, 2014 and sold in January 2015.

---

---

---

---

---

---

---

---

---

---

(1)	We are currently in the process of analyzing the purchase price allocation and, as such, we have not allocated any value to intangible assets such as above- and below-market lease or in-place leases.

(2)	In January 2012, a separate joint venture in which an SL Green entity holds an 80% interest acquired the ground tenancy position.

---

(3)

In May 2014, we acquired Ivanhoe Cambridge, Inc.'s 49.65% economic interest in this property, thereby consolidating full ownership of the property. The transaction valued the consolidated interests at $1.585 billion. Simultaneous with the closing, we refinanced the previous mortgage with a $1.45 billion mortgage. We also assumed the existing derivative instruments, which swapped $504.0 million of the mortgage to fixed rate. We recognized a purchase price fair value adjustment of $71.4 million upon closing of this transaction. This property, which we initially acquired in December 2007, was previously accounted for as an investment in unconsolidated joint ventures.

(4)	This property was acquired inclusive of the issuance of $4.0 million aggregate liquidation preference of Series J Preferred Units of limited partnership interest of the Operating Partnership.

(5)

We, along with our joint venture partner, acquired this property inclusive of the issuance of $14.1 million aggregate liquidation preference of Series L Preferred Units of limited partnership interest of the Operating Partnership and $9.5 million aggregate liquidation preference of Series K Preferred Units of limited partnership interest of the Operating Partnership. We hold a 75.0% controlling interest in this joint venture.

(1)	During the year ended December 31, 2014, we finalized the purchase price allocation based on a third party appraisal and additional facts and circumstances that existed at the acquisition dates. These adjustments did not have a material impact to our consolidated statement of income for the year ended December 31, 2014.

(2)

In April 2013, we acquired interests from our joint venture partner, City Investment Fund, or CIF, in 16 Court Street in Brooklyn for $4.0 million. We have consolidated the ownership of the building. The transaction valued the consolidated interest at $96.2 million, inclusive of the $84.6 million mortgage encumbering the property. In April 2014, we repaid the mortgage. We recognized a purchase price fair value adjustment of $(2.3) million upon the closing of this transaction. This property, which we initially acquired in July 2007, was previously accounted for as an investment in unconsolidated joint ventures.

(3)

In March 2013, we, along with Magnum Real Estate Group, acquired 84 residential units, consisting of 72 apartment units and 12 townhouses, located at 248-252 Bedford Avenue, Williamsburg, Brooklyn for $54.9 million. Simultaneous with the closing on this property, the joint venture closed on a $22.0 million mortgage loan which was later refinanced in June 2014. The property is above a commercial property already owned by us. We hold a 90.0% controlling interest in this joint venture.

---

(1)	This property was subsequently sold in July 2014. See Note 4, "Properties Held for Sale and Dispositions."

(2)	This property was acquired with $102.0 million in cash and $33.0 million in units of limited partnership interest of the Operating Partnership.

(3)

In January 2012, we acquired five retail and two multifamily properties in Manhattan for $193.1 million. This property was acquired inclusive of the issuance of $47.6 million aggregate liquidation preference of Series G Preferred Units of limited partnership interest of the Operating Partnership. Simultaneous with the closing, we financed the multifamily component, which encompasses 385 units and approximately 488,000 square feet (unaudited), with an aggregate $100.0 million fixed rate mortgage which bears interest at 4.1% and one of the retail properties financed with an $8.5 million fixed rate mortgage. We hold an 80.0% interest in this joint venture which we consolidate as it is a VIE and we have been designated as the primary beneficiary. In February 2013, we sold one of the retail properties, which is further described in Note 4, "Properties Held for Sale and Dispositions."

---

(1)

The pro forma income from continuing operations for the years ended December 31, 2014 and 2013 includes the effect of the new financing necessary to complete the acquisition and the preliminary allocation of purchase price in connection with the changes in depreciation and amortization. In addition, the pro forma income from continuing operations for the year ended December 31, 2013 was adjusted to include the purchase price fair value adjustment, as though the acquisition was completed on January 1, 2013. The pro forma income from continuing operations for the year ended December 31, 2014 excludes this purchase price fair value adjustment.

(1)

The gain on sale for 2 Herald Square, 985-987 Third Avenue, 673 First Avenue, 333 West 34th Street, and 292 Madison Avenue are net of a $2.5 million, $1.3 million, $3.4 million, $3.0 million and $1.5 million employee compensation award, respectively, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on sale. Additionally, amounts do not include adjustments for expense recorded in subsequent periods.

---

---

(1)	Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.

(2)

During the fourth quarter of 2014, both our $22.6 million junior participation and our $23.0 mezzanine loan were defeased and are now collateralized by defeasance securities. In connection with the defeasance, the maturity date of the mortgage in which we are a junior participant was accelerated from the May 2016 to February 2016, per the terms of the loan agreement. The maturity date of the mezzanine loan was not changed in connection with the defeasance and will mature in May 2016.

(3)	This loan was repaid in February 2015.

(4)

During the first quarter of 2014, we recognized $10.1 million of previously unaccrued interest income which was deemed collectible as a result of the sale of the underlying property, which closed in June 2014. In connection with the sale of the underlying property, our existing $66.7 million mezzanine loan was defeased and is now shown separately, as it is collateralized by defeasance securities. The buyer assumed our $30.0 million participating interest in the mortgage and we acquired a $67.3 million participating interest in the new mezzanine loan.

(5)	Carrying value is net of $41.3 million that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as

---

(6)	In September 2014, we acquired a $26.4 million mortgage loan at a $0.2 million discount and a $5.7 million junior mortgage participation at a $5.7 million discount. The junior mortgage participation was a nonperforming loan at acquisition and is currently on non-accrual status.

(7)	Carrying value is net of $5.0 million that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.

(8)	Carrying value is net of $7.4 million that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.

(9)	Carrying value is net of $5.1 million that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.

(10)	This loan was repaid in May 2014.

(11)	This loan was repaid in July 2014.

(12)	This loan was repaid in August 2014.

(1)	Carrying value is net of discounts and deferred origination fees.

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

(3)	This preferred equity investment was redeemed in April 2014.

(4)	This preferred equity investment was redeemed in November 2014.

---

(1)	This loan was repaid during the year ended December 31, 2014.

---

(1)	Acquisition price represents the actual or implied gross purchase price for the joint venture.

(2)	In June 2012, we recognized $67.9 million of additional cash income, equivalent to profit, due to the distribution of refinancing proceeds and a gain on sale of $3.0 million, on the sale of 50.0% of our remaining interest.

(3)

In November 2014, we acquired Lehman Bros.' 7.37% interest in 1745 Broadway. In December 2014, we additionally acquired Witkoff's 14.79% interest and Wells Fargo's 2.46% interest in the property. In connection with the acquisition of Witkoff's interest, we assumed a partner loan of $16.0 million, which is included in mortgages and other loans payable in the consolidated balance sheet, and $7.0 million of accrued interest.

(4)	As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns a portion of the property, generally floors three through eight referred to as Y&R units. Because the joint venture has an option to repurchase the Y&R units, the gain associated with this sale was deferred.

(5)	In October 2014, we, along with Vornado, acquired equally the interest of minority shareholders for $11.0 million.

(6)	The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately 13,045 square feet (unaudited). The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.

(7)	The property is currently being developed into a 30 story dormitory building, which will be conveyed to Pace University upon its completion under a long-term ground lease arrangement.

(8)

In November 2012, we refinanced the previous mortgage and sold 49.5% of our partnership interest. We recognized a gain of $19.4 million on the sale. Due to lack of control, we deconsolidated the entity effective November 30, 2012 and adopted the equity method of accounting thereafter. During the year ended December 31, 2013, we recognized additional post closing costs of $2.8 million as an adjustment to the gain.

(9)	In October 2014, the joint venture sold one of the residential units at the property. We recognized a gain of $0.7 million on the sale. As of December 31, 2014, we hold a 32.28% interest in three retail and two residential units at the property and a 16.14% interest in three residential units at the property.

(10)

The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and Sutton executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value.

(11)	In October 2014, we, along with our joint venture partners, acquired a development site at 175-225 Third Street in Brooklyn, New York. The property is being managed by our joint venture partners. We did not consolidate the property as a result of multiple partners having substantive participating rights.

(12)

In October 2014, we acquired the vacant commercial condominium units on floors 2 and 22-34 in the building located at 55 West 46th Street for $295.0 million. We also acquired a retail space on 46th Street and the building’s parking garage and fitness center. We consolidated the property from acquisition through October 31, 2014. In November 2014, we, together with Prudential, formed a joint venture for the ownership of the condominium units. We sold 75.00% of our interest to Prudential and retained 25.00% interest in the joint venture. As a result of Prudential having substantive participating rights, we deconsolidated the property and adopted the equity method of accounting subsequently thereafter.

---

(1)	Represents implied gross valuation for the joint venture or sales price of the property.

(2)	Represents the Company's share of the gain.

(3)	In connection with the sale of the property, we also recognized a promote of $3.3 million.

(4)

We sold our ownership interest in the joint venture, which owns 100% interest as tenant-in-common in 30 East 65th Street Corporation and the related proprietary lease of five cooperative apartment units in the property. We also recognized a promote of $10.3 million and originated a $30.0 million preferred equity investment. Given our continuing involvement as a preferred equity holder, we deferred the gain on sale of $13.1 million as we did not meet the requirements of a sale under the full accrual method. We, along with our joint venture partners, retained one apartment unit at this property.

(5)

Prior to the recapitalization, we consolidated the investment for the months of August and September 2012 as a result of our 63.18% ownership interest and control over its activities. Immediately following the recapitalization in September 2012, our investment was 27.63%. The change in ownership resulted in a change in accounting from consolidating the investment to accounting for the joint venture under the equity method of accounting. During the year ended December 31, 2013, the joint venture sold three properties, the proceeds of which were used primarily to repay a portion of the debt. Also during the year ended December 31, 2013, we acquired in aggregate 14.39% ownership interest of two of our joint venture partners. As a result, we had a 42.04% effective ownership interest (43.74% effective economic interest) in the West Coast portfolio as of December 31, 2013. During the year ended December 31, 2014, we sold our ownership interest in the joint venture.

(6)	We sold our ownership interest in the joint venture. We, along with our joint venture partner, retained approximately 91,300 square feet (unaudited) of development rights at the property.

(7)

We sold our ownership interest in the joint venture. The gain on the sale of this investment is net of a $1.5 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale. Simultaneously, we, along with Sutton, also formed a new joint venture and retained the air rights at this property.

(8)	We, along with our joint venture partner, sold the property, which included the assumption by the purchaser of $315.0 million of existing debt.

(9)	We, along with our joint venture partner, sold the property, inclusive of the fee position, which was acquired for $13.5 million.

(10)	We, along with our joint venture partner, sold the property. The gain on the sale of this investment is net of a $1.5 million employee compensation award, accrued in connection with the realization of this investment gain as a bonus to certain employees that were instrumental in realizing the gain on this sale.

---

(1)	Effective weighted average interest rate for the year ended December 31, 2014, taking into account interest rate hedges in effect during the period.

(2)	This loan became a 3.73% fixed rate mortgage upon the effectivity of the interest rate swap in November 2014.

(3)	These loans are comprised of a $300.0 million fixed rate mortgage loan and $290.0 million mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.

(4)	In May 2014, we acquired the interest of our joint venture partner, thereby consolidating the entity. Simultaneous with the acquisition, we refinanced the mortgage and incurred a net loss on early extinguishment of debt of $2.4 million.

(5)	In February 2014, the joint venture refinanced the previous mortgage and incurred a net loss on early extinguishment of debt of $3.2 million.

(6)	In January 2014, we sold our interest in the joint venture, inclusive of our share of the joint venture debt.

---

(7)	This loan was in default since November 2009 due to the non-payment of debt service. In January 2014, the joint venture surrendered its ground lease position to the lender. During the year ended December 31, 2014, we recognized $7.7 million of incentive income, which is included in other income on the consolidated statements of income.

(8)

The joint venture has the ability to increase the mortgage by $40.0 million based on meeting certain performance hurdles. In connection with this obligation, we executed a master lease agreement and our joint venture partner executed a contribution agreement to reflect its pro rata obligation under the master lease. The lien on the mortgage and the master lease excludes the condominium interest owned by Y&R. See Note 4 of the first table.

(9)	These loans are comprised of a $150.0 million mortgage loan and a $41.5 million mezzanine loan. As of December 31, 2014, $3.9 million of the mortgage loan and $3.4 million of the mezzanine loan remained unfunded.

(10)	In October 2014, the joint venture closed on a $97.0 million leasehold mortgage, of which $32.0 million remained unfunded as of December 31, 2014.

(11)	In April 2014, the joint venture refinanced the previous mortgage and incurred a net loss on early extinguishment of debt of $1.2 million.

(12)	This loan has a committed amount of $75.0 million, of which $18.4 million is recourse to us. Our partner has indemnified us for its pro rata share of the recourse guarantee. A portion of the guarantee terminates upon the joint venture reaching certain milestones. We believe it is unlikely that we will be required to perform under this guarantee.

(13)	This loan has a committed amount of $190.0 million, of which $40.0 million remained unfunded as of December 31, 2014.

(14)	In March 2014, we sold our interest in the joint venture, inclusive of our share in the joint venture debt.

(15)	In September 2014, the joint venture sold the property and repaid the debt.

---

---

(1)	Effective weighted average interest rate for the year ended December 31, 2014, taking into account interest rate hedges in effect during the period.

(2)	In connection with our acquisition of Witkoff's interest in the unconsolidated joint venture which holds 1745 Broadway, we have assumed this partner loan.

(3)

Simultaneous with the acquisition of our joint venture partner's interest, we refinanced the $1.1 billion floating rate mortgage with a $1.45 billion seven-year floating rate mortgage (including the as-of right extension option), and have consolidated the property. We assumed the existing derivative instruments, which swapped $504.0 million of the floating rate mortgage to a fixed rate mortgage which bears interest at 3.80% per annum. In October 2014, we entered into multiple swap agreements to hedge our interest rate exposure on the additional $500.0 million portion of this mortgage, which was swapped to a fixed rate of 2.69% per annum.

(4)	We own a 51.0% controlling interest in the joint venture that is the borrower on this loan.

(5)	In September 2014, we refinanced the previous mortgage and incurred a loss on early extinguishment of debt of $24.5 million. The new loan bears a fixed interest rate of 3.99% per annum.

(6)	In February 2013, we refinanced the mortgage and incurred a loss on early extinguishment of debt of $18.5 million.

(7)

In connection with the acquisition of a commercial real estate property, the Operating Partnership issued $4.0 million or 4,000 3.75% Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of $1,000.00 per unit. The Series J Preferred Units can be redeemed in cash by the Operating Partnership on the earlier of (i) the date of the sale of the property or (ii) April 30, 2051 or at the option of the unitholders as further prescribed in the related agreement.

(8)	In November 2014, we repaid the loan.

(9)	In April 2014, the remaining 22,658 Series E Preferred Units of the Operating Partnership were canceled.

(10)	In October 2014, we repaid the loan at maturity.

(11)	In November 2014, we sold the property and defeased the debt.

(12)	In December 2014, we prepaid the loan and incurred a loss on early extinguishment of debt of $6.9 million.

(13)	The Master Repurchase Agreement, or MRA, has a maximum facility capacity of $300.0 million. In December 2014, we extended the maturity date of the MRA to December 5, 2015.

(14)

In connection with this consolidated joint venture obligation, we executed a master lease agreement. Our partner has executed a contribution agreement to reflect its pro rata share of the obligation under the master lease. This property was held for sale at December 31, 2014 and the related mortgage is included in liabilities related to assets held for sale. In January 2015, the property was sold and the debt was repaid.

(15)	In June 2014, we refinanced the mortgage and incurred a loss on early extinguishment of debt of $0.5 million. In April 2014, we repaid the mortgage and incurred a loss on early extinguishment of debt of $0.5 million.

---

---

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

(2)	Issued by ROP.

(3)

Issued by the Operating Partnership. Interest on these exchangeable notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a 30.0% premium to the last reported sale price of SL Green's common stock on October 6, 2010, or $85.81. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 12.1163 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. As a result of meeting specified events (as defined in the Indenture Agreement), these notes are exchangeable commencing January 1, 2015 and will remain exchangeable through March 31, 2015. The notes are guaranteed by ROP. On the issuance date, $78.3 million of the debt balance was recorded in equity. As of December 31, 2014, $35.9 million remained to be amortized into the debt balance.

(4)	Issued by the Company, the Operating Partnership and ROP, as co-obligors.

(5)

Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, 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 acquisition of all outstanding shares of common stock of Reckson, or the Reckson 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.

(6)

Issued by the Operating Partnership. Interest on these remaining exchangeable notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rate representing an exchange price that was set at a 25.0% premium to the last reported sale price of the Company's common stock on March 20, 2007, or $173.30. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is 5.7952 shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are currently redeemable at the Operating Partnership’s option. The Operating Partnership may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events.

(7)	In August 2014, these notes were repaid at maturity.

---

(1)	Scheduled amortization and principal repayments include the mortgage at 180 Maiden Lane, which is included in liabilities related to assets held for sale. In January 2015, the property was sold and the debt was repaid.

---

---

---

---

---

---

---

---

---

(1)

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of income. As of December 31, 2014, 2013 and 2012, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was $11.8 million , $13.8 million and $15.0 million, respectively.

(2)	Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of income.

---

(1)

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of income. As of December 31, 2014, 2013 and 2012, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was $12.2 million, $14.2 million and $15.5 million, respectively.

(2)	Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of income.

---

(1)	At December 31, 2014, debt and preferred equity investments had an estimated fair value ranging between $1.5 billion and $1.8 billion. At December 31, 2013, debt and preferred equity investments had an estimated fair value ranging between $1.3 billion and $1.4 billion.

---

---

---

---

---

---

---

---

---

---

---

---

(1)	Property located in New York, New York.

(2)	We own a 51.0% interest in this property.

(3)	Property located in Westchester County, New York.

(4)	Property located in Connecticut.

(5)	Property located in New Jersey.

(6)	Property located in Brooklyn, New York.

(7)	We own a 50.0% interest in this property.

(8)	We own an 80.0% interest in this property.

(9)	We own an 87.5% interest in this property.

(10)	We own a 90.0% interest in this property.

(11)	We own a 75.0% interest in this property.

(12)	Other includes tenant improvements at eEmerge, capitalized interest and corporate improvements.

---

---

---

---

---

---

---

•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

---

---

---

---

---

*	Management contracts and compensatory plans or arrangements to be filed as an exhibit to this Form 10-K pursuant to Item 15(b).

---

---