**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-Q**

 

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**x****        QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended September 30, 2008**

 

o         **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from              to                .**

 

**CommissionFile Number: 1-13762**

 

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**RECKSONOPERATING PARTNERSHIP, L.P.**

**(Exactname of registrant as specified in its charter)**

 

| **Maryland**                                                     | **** **** | ****11-3233647****                    |
|------------------------------------------------------------------|----------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |           | (I.R.S. Employer  Identification No.) |

 

**420Lexington Avenue, New York, New York 10170**

(Address ofprincipal executive offices) (Zip Code)

 

**(212)594-2700**

(Registrant’stelephone number, including area code)

 

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Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  YES x     NO o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer  o |   | Accelerated filer o |   | Non-accelerated filer x |   | Smaller Reporting  Company o |
|----------------------------|--------|---------------------|--------|-------------------------|--------|------------------------------|

 
|   |   | (Do not check if  a smaller reporting company) |
|--------|--------|------------------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).      YES o    NO x

 

As of October 31,2008, no common units of limited partnership interest of the Registrant wereheld by non-affiliates of the Registrant. There is no established trading market for such units.

 

 

 

 

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**Table of Contents**

** **

**RECKSON OPERATING PARTNERSHIP, L.P.**

** **

**INDEX**

 
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | **PAGE**   |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| **PART I.**  | **FINANCIAL  INFORMATION**                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM  1.**      | **FINANCIAL  STATEMENTS**                                                                                                                                                                                                                                                                                                            | ** ** | ** ** |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
|              | Condensed Consolidated Balance Sheets as of  September 30, 2008 (unaudited) and December 31, 2007                                                                                                                                                                                                                          |       | 3          |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
|              | Condensed Consolidated Statements of Operations for  the three and nine months ended September 30, 2008 (Successor), the  three months ended September 30, 2007 (Successor) and the periods  January 26, 2007 to September 30, 2007 (Successor) and  January 1, 2007 to January 25, 2007 (Predecessor) |       | 4          |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
|              | Condensed Consolidated Statements of Cash Flows for  the nine months ended September 30, 2008 and 2007 (unaudited)                                                                                                                                                                                                              |       | 5          |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
|              | Notes to Condensed Consolidated Financial Statements  (unaudited)                                                                                                                                                                                                                                                                    |       | 6          |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
| **ITEM 2.**       | **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS**                                                                                                                                                                                                                                      | ** ** | 17         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM 3.**       | **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK**                                                                                                                                                                                                                                                                      |       | 23         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM 4T.**      | **CONTROLS AND PROCEDURES**                                                                                                                                                                                                                                                                                                          |       | 23         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **PART II.** | **OTHER  INFORMATION**                                                                                                                                                                                                                                                                                                               |       | 23         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM  1.**      | **LEGAL  PROCEEDINGS**                                                                                                                                                                                                                                                                                                               |       | 23         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM  1A.**     | **RISK  FACTORS**                                                                                                                                                                                                                                                                                                                    |       | 23         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM 2.**       | **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF  PROCEEDS**                                                                                                                                                                                                                                                                     |       | 24         |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
| **ITEM 3.**       | **DEFAULTS UPON SENIOR SECURITIES**                                                                                                                                                                                                                                                                                                  |       | 24         |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
| **ITEM 4.**       | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**                                                                                                                                                                                                                                                                              |       | 24         |
|              |                                                                                                                                                                                                                                                                                                                                 |       |       |
| **ITEM  5.**      | **OTHER  INFORMATION**                                                                                                                                                                                                                                                                                                               |       | 24         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **ITEM 6.**       | **EXHIBITS**                                                                                                                                                                                                                                                                                                                         |       | 24         |
| ** **        | ** **                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** |
| **SIGNATURES**    |                                                                                                                                                                                                                                                                                                                                 | 25         |

 

 

2

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Table of Contents

** **

**PART I. FINANCIALINFORMATION**

###### **ITEM1.  Financial Statements**

**Reckson OperatingPartnership, L.P.**

**Condensed Consolidated Balance Sheets**

**(Amountsin thousands)**

 
| ** **                                                                                        | ** ** | **September 30  2008** | ** **    | **December 31,  2007** | ** ** |
|---------------------------------------------------------------------------------------------------|------------|-----------------------------|---------------|-----------------------------|------------|
| ** **                                                                                        | ** ** | **(Unaudited)**             | ** **    | ** **                  | ** ** |
| **Assets**                                                                                        | ** ** | ** **                  | ** **    | ** **                  | ** ** |
| Commercial real  estate properties, at cost:                                                      |       |                        |          |                        |       |
| Land and land  interests                                                                          | ** ** | **$**                       | **643,124**   |                        | $          | 652,504 |   |
| Building and  improvements                                                                        | ** ** | **3,253,526**               |          | 3,285,556                   |       |
| ** **                                                                                        | ** ** | **3,896,650**               |          | 3,938,060                   |       |
| Less: accumulated  depreciation                                                                   | ** ** | **(138,753**                | **)**         | (73,506                     | )          |
|                                                                                              | ** ** | **3,757,897**               |          | 3,864,554                   |       |
| Assets held for  sale                                                                             | ** ** | **53,500**                  |          | —                      |       |
| Cash and cash  equivalents                                                                        | ** ** | **12,482**                  |          | 16,463                      |       |
| Restricted cash                                                                                   | ** ** | **7,633**                   |          | 8,449                       |       |
| Tenant and other  receivables, net of allowance of $640 and $256 in 2008 and 2007, respectively   | ** ** | **16,323**                  |          | 8,145                       |       |
| Deferred rents  receivable, net of allowance of $3,795 and $3,036 in 2008 and 2007,  respectively | ** ** | **28,621**                  |          | 17,682                      |       |
| Structured  finance investments                                                                   | ** ** | **98,782**                  |          | 99,171                      |       |
| Investment in  unconsolidated joint venture                                                       | ** ** | **57,502**                  |          | 61,372                      |       |
| Deferred costs,  net                                                                              | ** ** | **12,391**                  |          | 4,247                       |       |
| Other assets                                                                                      | ** ** | **173,769**                 |          | 186,786                     |       |
| Total assets                                                                                      | ** ** | **$**                       | **4,218,900** |                        | $          | 4,266,869 |   |
|                                                                                              |       |                        |          |                        |       |
| **Liabilities  and Partners’ Capital**                                                       | ** ** | ** **                  | ** **    | ** **                  | ** ** |
| Mortgage notes  payable                                                                           | ** ** | **$**                       | **229,285**   |                        | $          | 231,680 |   |
| Unsecured notes                                                                                   | ** ** | **1,057,081**               |          | 1,056,900                   |       |
| Accrued interest  payable and other liabilities                                                   | ** ** | **19,513**                  |          | 24,259                      |       |
| Accounts payable  and accrued expenses                                                            | ** ** | **28,816**                  |          | 43,010                      |       |
| Deferred revenue                                                                                  | ** ** | **337,196**                 |          | 371,881                     |       |
| Due to affiliate                                                                                  | ** ** | **—**                  |          | 286                         |       |
| Security  deposits                                                                                | ** ** | **5,655**                   |          | 5,757                       |       |
| Liabilities  related to assets held for sale                                                      | ** ** | **5,587**                   |          | —                      |       |
| Total  liabilities                                                                                | ** ** | **1,683,133**               |          | 1,733,773                   |       |
|                                                                                              |       |                        |          |                        |       |
| Commitments and  Contingencies                                                                    | ** ** | **—**                  |          | —                      |       |
| Minority  interests in other partnerships                                                         | ** ** | **526,512**                 |          | 526,531                     |       |
|                                                                                              |       |                        |          |                        |       |
| **Partners’  Capital**                                                                       | ** ** | ** **                  | ** **    | ** **                  | ** ** |
| General partner  capital                                                                          | ** ** | **2,009,255**               |          | 2,006,565                   |       |
| Limited partner  capital                                                                          | ** ** | **—**                  |          | —                      |       |
| Total partner  capital                                                                            | ** ** | **2,009,255**               |          | 2,006,565                   |       |
| Total  liabilities and partners’ capital                                                     | ** ** | **$**                       | **4,218,900** |                        | $          | 4,266,869 |   |

 

The accompanying notes are anintegral part of these financial statements.

 

3

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Table ofContents

 

**Reckson OperatingPartnership, L.P.**

**Condensed Consolidated Statementsof Operations**

**(Unaudited, and amounts in thousands)**

 
| ** **                                                                                                                                              | ** ** | **Three  Months  Ended  September 30,  2008** | ** ** | **Three  Months  Ended  September 30,  2007** | ** ** | **Nine Months  Ended  September 30,  2008** | ** ** | **Period  January 26 to  September 30,  2007** | ** **  | **Period  January 1 to  January 25,  2007** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------|------------|----------------------------------------------------|------------|--------------------------------------------------|------------|----------------------------------------------------------|-------------|-------------------------------------------------------|------------|
| ** **                                                                                                                                              | ** ** | **(Successor)**                                    | ** ** | **(Successor)**                                    | ** ** | **(Successor)**                                  | ** ** | **(Successor)**                                          | ** **  | **(Predecessor)**                                     | ** ** |
| **Revenues**                                                                                                                                            | ** ** | ** **                                         | ** ** | ** **                                         | ** ** | ** **                                       | ** ** | ** **                                               | ** **  | ** **                                            | ** ** |
| Rental revenue, net                                                                                                                                     | ** ** | **$**                                              | **70,963** |                                               | $          | 63,438                                           | ** ** | **$**                                                    | **207,068** |                                                  | $          | 172,075 |   | $ | 21,458 |   |
| Escalation and reimbursement                                                                                                                            | ** ** | **14,337**                                         |       | 13,540                                             | ** ** | **39,772**                                       |       | 35,856                                                   |        | 3,759                                                 |       |
| Investment income                                                                                                                                       | ** ** | **1,531**                                          |       | 4,487                                              | ** ** | **3,637**                                        |       | 14,433                                                   |        | 1,201                                                 |       |
| Other income                                                                                                                                            | ** ** | **941**                                            |       | 262                                                | ** ** | **5,485**                                        |       | 648                                                      |        | —                                                |       |
| Total revenues                                                                                                                                          | ** ** | **87,772**                                         |       | 81,727                                             | ** ** | **255,962**                                      |       | 223,012                                                  |        | 26,418                                                |       |
| **Expenses**                                                                                                                                            | ** ** | ** **                                         | ** ** | ** **                                         | ** ** | ** **                                       | ** ** | ** **                                               | ** **  | ** **                                            | ** ** |
| Operating expenses                                                                                                                                      | ** ** | **22,326**                                         |       | 20,007                                             | ** ** | **59,560**                                       |       | 50,142                                                   |        | 6,770                                                 |       |
| Real estate taxes                                                                                                                                       | ** ** | **12,497**                                         |       | 12,227                                             | ** ** | **37,759**                                       |       | 34,644                                                   |        | 4,659                                                 |       |
| Ground rent                                                                                                                                             | ** ** | **2,161**                                          |       | 2,556                                              | ** ** | **6,482**                                        |       | 6,973                                                    |        | 699                                                   |       |
| Interest                                                                                                                                                | ** ** | **17,293**                                         |       | 15,963                                             | ** ** | **52,768**                                       |       | 48,492                                                   |        | 6,728                                                 |       |
| Amortization of deferred financing costs                                                                                                                | ** ** | **—**                                         |       | —                                             | ** ** | **—**                                       |       | —                                                   |        | 152                                                   |       |
| Depreciation and amortization                                                                                                                           | ** ** | **22,517**                                         |       | 19,383                                             | ** ** | **66,555**                                       |       | 51,460                                                   |        | 5,205                                                 |       |
| Long-term incentive compensation expense                                                                                                                | ** ** | **—**                                         |       | —                                             | ** ** | **—**                                       |       | —                                                   |        | 1,800                                                 |       |
| Merger related costs                                                                                                                                    | ** ** | **—**                                         |       | —                                             | ** ** | **—**                                       |       | —                                                   |        | 8,814                                                 |       |
| Marketing, general and administrative                                                                                                                   | ** ** | **2,098**                                          |       | 206                                                | ** ** | **2,286**                                        |       | 488                                                      |        | 3,547                                                 |       |
| Total expenses                                                                                                                                          | ** ** | **78,892**                                         |       | 70,342                                             | ** ** | **225,410**                                      |       | 192,199                                                  |        | 38,374                                                |       |
|                                                                                                                                                    | ** ** | ** **                                         |       |                                               | ** ** | ** **                                       |       |                                                     |        |                                                  |       |
| Income (loss) from continuing operations before equity in net income  from unconsolidated joint venture, minority interest and discontinued  operations | ** ** | **8,880**                                          |       | 11,385                                             | ** ** | **30,552**                                       |       | 30,813                                                   |        | (11,956                                               | )          |
| Equity in net (loss) income from unconsolidated joint venture                                                                                           | ** ** | **284**                                            |       | 355                                                | ** ** | **575**                                          |       | 887                                                      |        | 8                                                     |       |
|                                                                                                                                                    | ** ** | ** **                                         |       |                                               | ** ** | ** **                                       |       |                                                     |        |                                                  |       |
| Income (loss) from continuing operations before minority interest and  discontinued operations                                                          | ** ** | **9,164**                                          |       | 11,740                                             | ** ** | **31,127**                                       |       | 31,700                                                   |        | (11,948                                               | )          |
| Minority interest in other partnerships                                                                                                                 | ** ** | **(3,752**                                         | **)**      | (2,229                                             | )          | **(12,321**                                      | **)**      | (5,858                                                   | )           | (1,670                                                | )          |
| Income (loss) from continuing operations                                                                                                                | ** ** | **5,412**                                          |       | 9,511                                              | ** ** | **18,806**                                       |       | 25,842                                                   |        | (13,618                                               | )          |
| Income from discontinued operations, net                                                                                                                | ** ** | **142**                                            |       | 341                                                | ** ** | **670**                                          |       | 994                                                      |        | 2,515                                                 |       |
|                                                                                                                                                    | ** ** | ** **                                         | ** ** |                                               |       |                                             | ** ** | ** **                                               | ** **  |                                                  |       |   |   |   |   |   |
| Net income (loss) available to common unitholders                                                                                                       | ** ** | **$**                                              | **5,554**  |                                               | $          | 9,852                                            | ** ** | **$**                                                    | **19,476**  |                                                  | $          | 26,836 |   | $ | (11,103 | ) |

 

The accompanying notes are an integral part of these financialstatements.

 

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** **

**Reckson Operating Partnership,L.P.**

**Condensed Consolidated Statementsof Cash Flows**

**(Unaudited, and amounts in thousands)**

 
| ** **                                                                         | ** ** | **Nine Months Ended  September 30,** | ** ** | **Nine Months Ended  September 30,** | ** ** |
|------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------|------------|
| ** **                                                                         | ** ** | **2008**                                  | ** ** | **2007**                                  | ** ** |
| **Operating  Activities**                                                          | ** ** | ** **                                | ** ** | ** **                                | ** ** |
| Net income                                                                         | ** ** | **$**                                     | **19,476** |                                      | $          | 15,733 |   |
| Adjustment to  reconcile net income to net cash provided by operating activities:  |       |                                      |       |                                      |       |
| Depreciation and  amortization                                                     | ** ** | **67,607**                                |       | 60,954                                    |       |
| Equity in net income  from unconsolidated joint venture                            | ** ** | **(575**                                  | **)**      | (895                                      | )          |
| Distributions of  cumulative earnings from unconsolidated joint venture            | ** ** | **628**                                   |       | 895                                       |       |
| Minority  interest in other partnerships                                           | ** ** | **13,096**                                |       | 8,898                                     |       |
| Deferred rents  receivable                                                         | ** ** | **(11,160**                               | **)**      | (15,301                                   | )          |
| Other non-cash  adjustments                                                        | ** ** | **(10,604**                               | **)**      | —                                    |       |
| Changes in  operating assets and liabilities:                                      |       |                                      |       |                                      |       |
| Restricted cash –  operations                                                 | ** ** | **752**                                   |       | 11,533                                    |       |
| Tenant and other  receivables                                                      | ** ** | **(8,613**                                | **)**      | 1,675                                     |       |
| Other assets                                                                       | ** ** | **(13,240**                               | **)**      | (9,729                                    | )          |
| Accounts  payable, accrued expenses and other liabilities                          | ** ** | **(13,431**                               | **)**      | (96,013                                   | )          |
| Net cash  provided by (used in) operating activities                               | ** ** | **43,936**                                |       | (22,250                                   | )          |
| **Investing  Activities**                                                          | ** ** | ** **                                | ** ** | ** **                                | ** ** |
| Additions to  land, buildings and improvements                                     | ** ** | **(10,266**                               | **)**      | (25,953                                   | )          |
| Restricted  cash-capital improvements                                              | ** ** | **64**                                    |       | —                                    |       |
| Distributions in  excess of cumulative earnings from unconsolidated joint ventures | ** ** | **3,822**                                 |       | 8,182                                     |       |
| Proceeds from  the Asset Sale                                                      | ** ** | **—**                                |       | 1,978,764                                 |       |
| Deferred lease  costs                                                              | ** ** | **(8,716**                                | **)**      | (2,055                                    | )          |
| Structured  finance and other investments net of repayments/participations         | ** ** | **(525**                                  | **)**      | 32,582                                    |       |
| Net cash (used  in) provided by investing activities                               | ** ** | **(15,621**                               | **)**      | 1,991,520                                 |       |
| **Financing  Activities**                                                          | ** ** | ** **                                | ** ** | ** **                                | ** ** |
| Repayments of  mortgage notes payable                                              | ** ** | **(2,395**                                | **)**      | (185,778                                  | )          |
| Proceeds from  revolving credit facility and unsecured notes                       | ** ** | **—**                                |       | 12,000                                    |       |
| Repayments of  revolving credit facility and unsecured notes                       | ** ** | **—**                                |       | (481,000                                  | )          |
| Contributions                                                                      | ** ** | **209,919**                               |       | 305,773                                   |       |
| Minority  interest in other partnerships - distributions                           | ** ** | **(13,114**                               | **)**      | (13,686                                   | )          |
| Distributions                                                                      | ** ** | **(226,706**                              | **)**      | (1,647,467                                | )          |
| Net cash used in  financing activities                                             | ** ** | **(32,296**                               | **)**      | (2,010,158                                | )          |
| Net decrease in  cash and cash equivalents                                         | ** ** | **(3,981**                                | **)**      | (40,888                                   | )          |
| Cash and cash  equivalents at beginning of period                                  | ** ** | **16,463**                                |       | 51,192                                    |       |
| Cash and cash  equivalents at end of period                                        | ** ** | **$**                                     | **12,482** |                                      | $          | 10,304 |   |

 

Theaccompanying notes are an integral part of these financial statements.

 

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Table of Contents

 

** **

**Reckson Operating Partnership, L.P.**

**Notes to Condensed Consolidated FinancialStatements**

**(Unaudited)**

**September 30,2008**

** **

**1.  Organization and Basis of Presentation**

 

**Reckson Operating Partnership, L.P., orROP, commenced operations on June 2, 1995. Reckson Associates Realty Corp., or RARC, served as the sole generalpartner until November 15, 2007, at which time RARC withdrew, and WyomingAcquisition GP LLC, or WAGP, succeeded it, as the sole general partner ofROP.  WAGP is a wholly-owned subsidiaryof SL Green Realty Corp., or SL Green. The sole limited partner of ROP is SL Green Operating Partnership, L.P.,or the operating partnership.**

** **

**ROP is engaged in the ownership,management, operation and development of commercial real estate properties,principally office properties and also owns land for future development locatedin New York City, Westchester and Connecticut, which collectively is also knownas the New York Metro area.  At September 30,2008, our inventory of development parcels aggregated approximately 81 acres ofland in four separate parcels on which we can, based on estimates at September 30,2008, develop approximately 1.1 million square feet of office space and inwhich we had invested approximately $64.8 million.  In addition, ROP also held approximately$98.8 million of structured finance investments.**

** **

SLGreen and the operating partnership were formed in June 1997.  SL Green has qualified, and expects toqualify 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 operatesas a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, throughpayments of dividends to stockholders, is permitted to reduce or avoid thepayment of Federal income taxes at the corporate level.  Unless the context requires otherwise, allreferences to “we,” “our” and “us” means ROP and all entities owned orcontrolled by ROP.

 

On January 25, 2007,SL Green completed the acquisition of all of the outstanding shares of commonstock of RARC pursuant to the terms of the Agreement and Plan of Merger, datedas of August 3, 2006, as amended, the Merger Agreement, among SL Green,Wyoming Acquisition Corp., or Wyoming, Wyoming Acquisition GP LLC, WyomingAcquisition Partnership LP, RARC and ROP. Pursuant to the terms of the MergerAgreement, each of the issued and outstanding shares of common stock of RARCwas converted into (i) $31.68 in cash, (ii) 0.10387 of a share of thecommon stock, par value $0.01 per share, of SL Green and (iii) a pro-rateddividend in an amount equal to approximately $0.0977 in cash. SL Green alsoassumed an aggregate of approximately $226.3 million of ROP mortgage debt,approximately $287.5 million of ROP convertible public debt and approximately$967.8 million of ROP public unsecured notes. This transaction is referred to herein as the Merger.

 

On January 25, 2007,SL Green completed the sale, or Asset Sale, of certain assets of ROP to aninvestment group led by certain of RARC’s former executive management, or theBuyer, for a total consideration of approximately $2.0 billion. SL Green causedROP to transfer the following assets to the Buyer in the Asset Sale: (1) certainreal property assets and/or entities owning such real property assets, ineither case, of ROP and 100% of certain loans secured by real property, all ofwhich are located in Long Island, New York; (2) certain real propertyassets and/or entities owning such real property assets, in either case, of ROPlocated in White Plains and Harrison, New York; (3) all of the realproperty assets and/or entities owning 100% of the interests in such realproperty assets, in either case, of ROP located in New Jersey; (4) theentity owning a 25% interest in Reckson Australia Operating Company LLC, RARC’sformer Australian management company (including its former Australian licensedresponsible entity), and other related entities, and ROP and ROP subsidiaries’rights to and interests in, all related contracts and assets, including,without limitation, property management and leasing, construction services andasset management contracts and services contracts; (5) the direct or indirectinterest of RARC in Reckson Asset Partners, LLC, an affiliate of RecksonStrategic Venture Partners, LLC, or RSVP, and all of ROP’s rights in and tocertain loans made by ROP to Frontline Capital Group, the bankrupt parent ofRSVP, and other related entities, which will be purchased by a 50/50 jointventure with an affiliate of SL Green; (6) a 50% participation interest incertain loans made by a subsidiary of ROP that are secured by four realproperty assets located in Long Island, New York; and (7) 100% of certainloans secured by real property located in White Plains and New Rochelle, NewYork.

 

As a result of thesubstantial change in ownership from the Merger, SL Green has recorded theMerger in accordance with the provisions of Emerging Issues Task Force TopicD-97, “Push-Down Accounting.”  Theapplication of “push-down accounting” resulting in the adjustment of thecarrying values of the assets and liabilities of ROP to fair value in the samemanner as ROP’s assets and liabilities were recorded by SL Green subsequent tothe Merger.  The net impact of suchadjustments was approximately $3.0 billion, related primarily to increases tothe carrying value of real estate assets and lease related intangibles.

 

**6**

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**Tableof Contents**

** **

**Reckson Operating Partnership, L.P.**

**Notes to CondensedConsolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

As of September 30, 2008, we owned the followinginterests in commercial office properties in the New York Metro area, primarilyin midtown Manhattan, a borough of New York City, or Manhattan.  Ourinvestments in the New York Metro area also include investments in Queens,Westchester County and Connecticut, which are collectively known as theSuburban assets:

 
| ** **   | ** ** | ** **                 | ** ** | ** **     | ** ** | ** **      | ** ** | **Weighted**         | ** ** |
|--------------|------------|----------------------------|------------|----------------|------------|-----------------|------------|----------------------|------------|
| ** **   | ** ** | ** **                 | ** ** | **Number of**  | ** ** | ** **      | ** ** | **Average**          | ** ** |
| **Location** | ** ** | **Ownership**              | ** ** | **Properties** | ** ** | **Square Feet** | ** ** | **Occupancy****(1)** | ** ** |
| Manhattan    |       | Consolidated properties    |       | 4              |       | 3,770,000       |       | 97.6                 | %          |
|         |       |                       |       |           |       |            |       |                 |       |
| Suburban     |       | Consolidated properties    |       | 19             |       | 2,889,900       |       | 89.1                 | %          |
|         |       | Unconsolidated  properties |       | 1              |       | 1,402,000       |       | 100.0                | %          |
|         |       |                       |       | 24             |       | 8,061,900       |       | 95.0                 | %          |

----

(1)             The weighted averageoccupancy represents the total leased square feet divided by total availablerentable square feet.

#### ** **

#### **Basis of Quarterly Presentation**

#### ** **

The accompanyingconsolidated financial statements include the consolidated financial positionof ROP and the Service Companies (as defined below) at September 30, 2008(Successor) and December 31, 2007 (Successor), the consolidated results oftheir operations for the three and nine months ended September 30, 2008and the three months ended September 30, 2007 (Successor) and for each ofthe periods January 26, 2007 to September 30, 2007 (Successor) and January 1,2007 to January 25, 2007 (Predecessor) and their cash flows for the ninemonths ended September 30, 2008 (Successor) and the periods January 1,2007 to January 25, 2007 (Predecessor) and January 26, 2007 to September 30,2007 (Successor) (presented on a combined basis for the nine months ended September 30,2007).  ROP’s investments inmajority-owned and controlled real estate joint ventures are reflected in theaccompanying financial statements on a consolidated basis with a reduction forthe minority partners’ interests.  ROPinvestments in real estate joint ventures, where it owns less than acontrolling interest, are reflected in the accompanying financial statements onthe equity method of accounting.  TheService Companies, which provide management, development and constructionservices to ROP and to third parties, include Reckson Management Group, Inc.,RANY Management Group, Inc., Reckson Construction & DevelopmentLLC and Reckson Construction Group New York, Inc. (collectively, the “ServiceCompanies”).  All significantintercompany balances and transactions have been eliminated in the consolidatedfinancial statements.

 

The accompanyingunaudited condensed consolidated financial statements have been prepared inaccordance with accounting principles generally accepted in the United Statesfor interim financial information and with the instructions to Form 10-Qand Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notesrequired by accounting principles generally accepted in the United States forcomplete financial statements.  In theopinion of management, all adjustments (consisting of normal recurringaccruals) considered necessary for fair presentation have been included.  The 2008 operating results for the periodspresented are not necessarily indicative of the results that may be expectedfor the year ending December 31, 2008. These financial statements should be read in conjunction with thefinancial statements and accompanying notes included in our annual report on Form 10-Kfor the year ended December 31, 2007.

 

The balance sheet at December 31,2007 has been derived from the audited financial statements at that date butdoes not include all the information and footnotes required by accountingprinciples generally accepted in the United States for complete financialstatements.

 

The results of operationsfor the period from January 1, 2007 to January 25, 2007 (Predecessor)have been recorded based on the historical values of the assets and liabilitiesof ROP prior to the Merger.  The resultsof operations for the three and nine months ended September 30, 2008, thethree months ended September 30, 2007 (Successor) and the period from January 26,2007 to September 30, 2007 (Successor) have been recorded based on thefair values assigned to the assets and liabilities of ROP in connection withthe Merger.  As such, the informationpresented may not be comparable.

 

7

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Table of Contents

 

**RecksonOperating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

**2.  Significant Accounting Policies**

 

**Principlesof Consolidation**

 

The consolidatedfinancial statements include our accounts and those of our subsidiaries, whichare wholly-owned or controlled by us or entities which are variable interestentities, or VIEs in which we are the primary beneficiary under the FinancialAccounting Standards Board, or FASB, Interpretation No. 46R, or FIN 46R, “Consolidationof Variable Interest Entities - an Interpretation of ARB No. 51.”  Entities which we do not control and entitieswhich are VIEs, but where we are not the primary beneficiary are accounted forunder the equity method.  We consolidateVIEs in which we are determined to be the primary beneficiary.  The interest that we do not own is includedin “Minority Interests in Other Partnerships” on the balance sheet.  All significant intercompany balances andtransactions have been eliminated.

 

**In June 2005, the FASB ratified the consensus in EITF Issue No. 04-5,or EITF 04-5, “Determining Whether a General Partner, or the General Partnersas a Group, Controls a Limited Partnership or Similar Entity When the Limited PartnersHave Certain Rights,” which provides guidance in determining whether a generalpartner controls a limited partnership. EITF 04-5 states that thegeneral partner in a limited partnership is presumed to control that limitedpartnership. The presumption may be overcome if the limited partners haveeither (1) the substantive ability to dissolve the limited partnership orotherwise remove the general partner without cause or (2) substantiveparticipating rights, which provide the limited partners with the ability toeffectively participate in significant decisions that would be expected to bemade in the ordinary course of the limited partnership’s business and therebypreclude the general partner from exercising unilateral control over thepartnership.**

** **

**We consolidate our investment in 919 Third Avenue as we own a 51%controlling interest.**

** **

**Investmentin Commercial Real Estate Properties**

 

Inaccordance with SFAS No. 141, “Business Combinations,” we allocate thepurchase price of real estate to land and building and, if determined to bematerial, intangibles, such as the value of above-, below- and at-market leasesand origination costs associated with the in-place leases.  We depreciate the amount allocated to buildingand other intangible assets over their estimated useful lives, which generallyrange from three to 40 years and from one to 40 years, respectively.  The values of the above- and below-marketleases are amortized and recorded as either an increase (in the case ofbelow-market leases) or a decrease (in the case of above-market leases) torental income over the remaining term of the associated lease, which range fromone to 14 years.  The value associatedwith in-place leases and tenant relationships are amortized over the expectedterm of the relationship, which includes an estimated probability of the leaserenewal, and its estimated term, which range from one to 14 years.  If a tenant vacates its space prior to thecontractual termination of the lease and no rental payments are being made onthe lease, any unamortized balance of the related intangible will be writtenoff.  The tenant improvements andorigination costs are amortized as an expense over the remaining life of thelease (or charged against earnings if the lease is terminated prior to itscontractual expiration date).  We assessfair value of the leases based on estimated cash flow projections that utilizeappropriate discount and capitalization rates and available market information.  Estimates of future cash flows are based on anumber of factors including the historical operating results, known trends, andmarket/economic conditions that may affect the property.

 

Asa result of our evaluations, under SFAS No. 141, of acquisitions made, werecognized an increase of approximately $4.9 million, $12.5 million, none andnone in rental revenue for the three and nine months ended September 30,2008 and 2007, respectively, for the amortization of aggregate below-marketrents in excess of above-market leases and a reduction in lease originationcosts, resulting from the reallocation of the purchase price of the applicableproperties.  We recognized a reduction ininterest expense for the amortization of above-market rate mortgages ofapproximately $1.7 million, $5.1 million, $1.7 million and $4.4 million,including none related to the period January 1, 2007 to January 25,2007, for the three and nine months ended September 30, 2008 and 2007,respectively.

 

 

8

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Table of Contents

 

**RecksonOperating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

Thefollowing summarizes our identified intangible assets (acquired above-marketleases and in-place leases) and intangible liabilities (acquired below-marketleases) as of September 30, 2008 and December 31, 2007 (Amounts inthousands).

 
| ** **                                                         | ** ** | **September 30,  2008** | ** **  | **December 31,  2007** | ** ** |
|--------------------------------------------------------------------|------------|------------------------------|-------------|-----------------------------|------------|
| Identified  intangible assets (included in other assets):          |       |                         |        |                        |       |
| Gross amount                                                       | ** ** | **$**                        | **167,078** |                        | $          | 167,078 |   |
| Accumulated  amortization                                          | ** ** | **(28,342**                  | **)**       | (2,280                      | )          |
| Net                                                                | ** ** | **$**                        | **138,736** |                        | $          | 164,798 |   |
|                                                               |       |                         |        |                        |       |
| Identified  intangible liabilities (included in deferred revenue): |       |                         |        |                        |       |
| Gross amount                                                       | ** ** | **$**                        | **373,950** |                        | $          | 373,950 |   |
| Accumulated  amortization                                          | ** ** | **(44,606**                  | **)**       | (3,988                      | )          |
| Net                                                                | ** ** | **$**                        | **329,344** |                        | $          | 369,962 |   |

 

**IncomeTaxes**

 

No provision has beenmade for income taxes in the accompanying consolidated financial statementssince such taxes, if any, are the responsibility of the individual partners.

 

**EarningsPer Unit**

 

Earnings per unit was notcomputed in 2008 or 2007 as there were no outstanding common units subsequentto January 25, 2007.

 

**Use ofEstimates**

 

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States requires management to make estimates andassumptions that affect the amounts reported in the financial statements andaccompanying notes. Actual results could differ from those estimates.

 

**Concentrations of CreditRisk**

** **

Financialinstruments that potentially subject us to concentrations of credit riskconsist primarily of cash investments, structured finance investments andaccounts receivable.  We place our cashinvestments in excess of insured amounts with high quality financial institutions.  The collateral securing our structuredfinance investments is primarily located in the Greater New York Area. See Note4. We perform ongoing credit evaluations of our tenants and require certaintenants to provide security deposits or letters of credit.  Though these security deposits and letters ofcredit 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 economiccosts associated with lost rent and the costs associated with re-tenanting thespace.  Although the properties in ourreal estate portfolio are primarily located in Manhattan, we also have Suburbanproperties located in Westchester County, Connecticut and Long IslandCity.  The tenants located in our buildingsoperate in various industries.  Otherthan two tenants who contributed approximately 7.0% and 6.6% of our annualizedrent, no other tenant in the portfolio contributed more than 4.1% of ourannualized rent, including our share of joint venture annualized rent, at September 30,2008.  Approximately 15%, 16%, 25% and12% of our annualized rent, including our share of joint venture annualizedrent, was attributable to 810 Seventh Avenue, 919 Third Avenue, 1185 Avenue ofthe Americas and 1350 Avenue of the Americas, respectively, for the quarterended September 30, 2008.  Oneborrower accounted for more than 10.0% of the revenue earned on structuredfinance investments during the three months ended September 30, 2008.

 

**Reclassification**

 

Certain prior yearbalances have been reclassified to conform with the current year presentation.

 

**RecentlyIssued Accounting Pronouncements**

 

In September 2006, the FASB issued SFAS No. 157,or SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 providesguidance for using fair value to measure assets and liabilities. This statementclarifies the principle that fair value should be based on the assumptions thatmarket participants would use when pricing the asset or liability. SFAS No. 157establishes a fair value hierarchy, giving the highest priority to quotedprices in active markets and the lowest priority to unobservable data. SFAS No. 157applies whenever other standards require assets or liabilities to be measuredat fair value. This statement is effective in fiscal years beginning after November 15,2007. The adoption of this standard on January 1, 2008 did not have amaterial effect on our consolidated financial statements.  In February 2008, the FASB delayed theeffective date of SFAS No. 157 for non-financial assets and non-financialliabilities to fiscal year beginning after November 15, 2008.

 

**9**

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**Tableof Contents**

** **

**Reckson Operating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

In February 2007,the FASB issued SFAS No. 159, or SFAS No. 159, “The Fair Value Optionfor Financial Assets and Financial Liabilities.” SFAS No. 159 allows entitiesto voluntarily choose, at specified election dates, to measure many financialassets (as well as certain nonfinancial instruments that are similar tofinancial instruments) at fair value (the “fair value option”). The election ismade on an instrument-by-instrument basis and is irrevocable. If the fair valueoption is elected for an instrument, the statement specifies that allsubsequent changes in fair value for that instrument shall be reported inearnings (or another performance indicator for entities such as not-for profitorganizations that do not report earnings). Upon initial adoption, SFAS No. 159provides entities with a one-time chance to elect the fair value option forexisting eligible items. SFAS No. 159 is effective as of the beginning of anentity’s first fiscal year that begins after November 15, 2007.  Wedid not make the election to measure financial assets at fair value andtherefore, adoption of this standard did not have an effect on the financialstatements.

 

In March 2008, theFASB issued SFAS No. 161, or SFAS No. 161, “Disclosures aboutDerivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.”SFAS No. 161 requires entities to provide greater transparency about (a) howand why and entity uses derivative instruments, (b) how derivativeinstruments and related hedged items are accounted for under SFAS No. 133and its related interpretations, and (c) how derivative instruments andrelated hedged items affect an entity’s financial position, results of operations,and cash flows.  SFAS No. 161 iseffective on January 1, 2009.  We donot expect this statement to have a material impact on our financialstatements.

 

In May 2008, theFASB issued FASB Staff Position No. APB 14-1, or FSP 14-1, “Accounting forConvertible Debt Instruments that may be Settled in Cash upon Conversion.” FSP14-1 requires the issuer of certain convertible debt instruments that may besettled in cash (or other assets) on conversion to separately account for theliability (debt) and equity (conversion option) components of the instrument ina manner that reflects the issuer’s nonconvertible debt borrowing rate. FSP14-1 will significantly affect the accounting for instruments commonly referredto as Instruments B and C in EITF No. 90-19, “Convertible Bonds withIssuer Option to Settle for Cash upon Conversion,” which is nullified by FSP14-1, and any other convertible debt instruments that require or permitsettlement in any combination of cash and shares at the issuer’s option, suchas those sometimes referred to as “Instrument X.” FSP 14-1 is effective forfinancial statements issued for fiscal years beginning after December 15,2008. We are currently evaluating the impact the adoption of this standard willhave on our financial statements.

 

**3.  Property Dispositions**

 

On January 25, 2007,we sold the interests in various properties as part of the Asset Sale forapproximately $2.0 billion, excluding closing costs.  Due to the application of “push-downaccounting,” no gain on sale was recognized. Simultaneous with the Merger, the properties located at 120 West 45thStreet, NY, and Landmark Square 1-6, Connecticut, were assigned by ROP to theoperating partnership.

 

AtSeptember 30, 2008, discontinued operations included the results ofoperations of real estate assets sold prior to that date.  This included the assets sold as part of theAsset Sale as well as 100/120 White Plains Road which was sold in October 2008.

 

10

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**Table of Contents**

** **

**Reckson Operating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

Thefollowing table summarizes income from discontinued operations (net of minorityinterest) and the related realized gain on sale of discontinued operations (netof minority interest) for the three and nine months ended September 30,2008, the three months ended September 30, 2007 (Successor), the period January 26,2007 to September 30, 2007 (Successor) and the period January 1, 2007to January 25, 2007 (Predecessor) (in thousands).

 
| ** **                                                     | ** ** | **Three Months  Ended  September 30,  2008** | ** ** | **Three Months  Ended  September 30,  2007** | ** ** | **Nine Months  Ended  September 30,  2008** | ** ** | **Period  January 26 to  September 30,  2007** | ** ** | **Period  January 1 to  January 25,  2007** | ** ** |
|----------------------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|--------------------------------------------------|------------|----------------------------------------------------------|------------|-------------------------------------------------------|------------|
| ** **                                                     | ** ** | **(Successor)**                                   | ** ** | **(Successor)**                                   | ** ** | **(Successor)**                                  | ** ** | **(Successor)**                                          | ** ** | **(Predecessor)**                                     | ** ** |
| Revenues                                                       |       |                                              |       |                                              |       |                                             |       |                                                     |       |                                                  |       |
| Rental revenue                                                 | ** ** | **$**                                             | **1,530**  | ** **                                        | **$**      | **1,440**                                        | ** ** | **$**                                                    | **4,662**  | ** **                                            | $          | 3,926 |   | $ | 14,707 | ** ** |
| Escalation and reimbursement  revenues                         | ** ** | **233**                                           | ** ** | **195**                                           | ** ** | **486**                                          |       | 412                                                      |       | 315                                                   |       |
| Investment and  other income                                   | ** ** | **300**                                           | ** ** | **1**                                             | ** ** | **321**                                          |       | 82                                                       |       | —                                                |       |
| Total revenues                                                 | ** ** | **2,063**                                         | ** ** | **1,636**                                         | ** ** | **5,469**                                        |       | 4,420                                                    |       | 15,022                                                |       |
| Operating  expenses                                            | ** ** | **642**                                           | ** ** | **314**                                           | ** ** | **1,477**                                        |       | 1,068                                                    |       | 3,882                                                 |       |
| Real estate  taxes                                             | ** ** | **336**                                           | ** ** | **407**                                           | ** ** | **985**                                          |       | 834                                                      |       | 2,743                                                 |       |
| Ground rent                                                    | ** ** | **—**                                        | ** ** | **—**                                        | ** ** | **—**                                       |       | —                                                   |       | 134                                                   |       |
| Interest                                                       | ** ** | **—**                                        | ** ** | **—**                                        | ** ** | **—**                                       |       | —                                                   |       | 465                                                   |       |
| Marketing,  general and administrative                         | ** ** | **—**                                        | ** ** | **—**                                        | ** ** | **—**                                       |       | —                                                   |       | 1,150                                                 |       |
| Depreciation and  amortization                                 | ** ** | **296**                                           | ** ** | **245**                                           | ** ** | **1,052**                                        |       | 658                                                      |       | 3,630                                                 |       |
| Total expenses                                                 | ** ** | **1,274**                                         | ** ** | **966**                                           | ** ** | **3,514**                                        |       | 2,560                                                    |       | 12,004                                                |       |
| Income from  discontinued operations                           | ** ** | **789**                                           | ** ** | **670**                                           | ** ** | **1,955**                                        |       | 1,860                                                    |       | 3,018                                                 |       |
| Loss on  disposition of discontinued operations                | ** ** | **(260**                                          | **)**      | **—**                                        | ** ** | **(260**                                         | **)**      | —                                                   |       | —                                                |       |
| Minority  interest in other partnerships                       | ** ** | **(387**                                          | **)**      | **(329**                                          | **)**      | **(1,025**                                       | **)**      | (866                                                     | )          | (503                                                  | )          |
| Income from  discontinued operations, net of minority interest | ** ** | **$**                                             | **142**    | ** **                                        | **$**      | **341**                                          | ** ** | **$**                                                    | **670**    | ** **                                            | $          | 994 |   | $ | 2,515 | ** ** |

 

**4.  Structured Finance Investments**

 

As of September 30, 2008and December 31, 2007, we held the following structured finance investments,with an aggregate weighted average current yield of approximately 9.0% (inthousands):

 
| **Loan   Type**             | ** ** | **Gross  Investment** | ** ** | **Senior  Financing** | ** ** | **2008  Principal  Outstanding** | ** ** | **2007  Principal  Outstanding** | ** ** | **Initial  Maturity  Date** | ** ** |
|-----------------------------|------------|-----------------------|------------|-----------------------|------------|----------------------------------|------------|----------------------------------|------------|-----------------------------|------------|
| Mezzanine Loan (1)  (2)     |       | $                     | 55,250     |                  | $          | 225,000                          | ** ** | **$**                            | **61,602** |                        | $          | 59,991 |   | December 2020 |   |
| Mezzanine Loan (1)  (2) (3) |       | 25,000                |       | 314,830               | ** ** | **27,742**                       |       | 27,742                           |       | November 2009          |       |
| Other Loan (1)              |       | 1,000                 |       | —                | ** ** | **1,000**                        |       | 1,000                            |       | January 2010           |       |
| Other Loan (1)              |       | 500                   |       | —                | ** ** | **500**                          |       | 500                              |       | December 2009          |       |
| Participation (1)  (4)      |       | 14,189                |       | —                | ** ** | **7,938**                        |       | 9,938                            |       | April 2008             |       |
|                        |       | $                     | 95,939     |                  | $          | 539,830                          | ** ** | **$**                            | **98,782** |                        | $          | 99,171 |   |   |   |

----

(1)             Thisis a fixed rate loan.

(2)             Thedifference between the pay and accrual rates is included as an addition to theprincipal balance outstanding.

(3)             Asof December 31, 2007, this loan was in default.  We are pursuing our remedies and expect torecover the full value of our investment.

(4)             Thisloan is in default.  We have begunforeclosure proceedings.  Our partnerholds a $12.2 million pari-pasu interest in this loan.  We recorded a loan loss reserve of $2.0million against this loan.

 

At September 30,2008 and December 31, 2007 all loans, other than as noted above, wereperforming in accordance with the terms of the loan agreements.

 

**5.  Investment in Unconsolidated Joint Venture**

 

In May 2005, weacquired a 1.4 million square foot, 50-story, Class A office tower locatedat One Court Square, Long Island City, NY, for approximately $471.0 million,inclusive of transfer taxes and transactional costs.  One Court Square is 100% leased to theseller, Citibank N.A., under a 15-year net lease.  The lease contains partial cancellationoptions effective during 2011 and 2012 for up to 20% of the leased space and in2014 and 2015 for up to an additional 20% of the originally leased space,subject to notice and the payment of early termination penalties. On November 30,2005, we sold a 70% joint venture interest in One Court Square to certaininstitutional funds advised by JPMorgan Investment Management, or the JPMInvestors, for approximately $329.7 million, including the assumption of $220.5million of the property’s mortgage debt.  The operating agreement of the Court Square JV requires approvals frommembers on certain decisions including annual budgets, sale of the property,refinancing of the property’s mortgage

 

11

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Table of Contents

 

 

**RecksonOperating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

debt and materialrenovations to the property. In addition, after September 20, 2009 themembers each have the right to recommend the sale of the property, subject tothe terms of the mortgage debt, and to dissolve the Court Square JV. We haveevaluated the impact of FIN 46R on our accounting for the Court Square JV andhave concluded that the Court Square JV is not a VIE.  We account for the Court Square JV under theequity method of accounting. We have also evaluated, under EITF 04-5, that theJPM Investors have substantive participating rights in the ordinary course ofthe Court Square JV’s business.

 

**6. Mortgage Note Payable**

 

The first mortgage notepayable collateralized by the property and assignment of leases at September30, 2008 and December 31, 2007, respectively, was as follows (in thousands):

 
| **Property**                       | ** ** | **Interest  Rate****(1)** | ** ** | **Maturity Date** | ** ** | **September 30,  2008** | ** **  | **December 31,  2007** | ** ** |
|------------------------------------|------------|---------------------------|------------|-------------------|------------|------------------------------|-------------|-----------------------------|------------|
| 919 Third Avenue  New York, NY (2) |       | 6.87                      | %          | 7/2011            | ** ** | **$**                        | **229,285** |                        | $          | 231,680 |   |
|                                    |            |                           |            |                   |            |                              |             |                             |            |  |  |

----

(1)             Effective interest rate for thethree months ended September 30, 2008.

(2)             We own a 51%  controlling interest in the joint venturethat is the borrower on this loan.  Thisloan is non-recourse to us.  Weconsolidate this joint venture.

 

AtSeptember 30, 2008, the gross book value of the property collateralizingthe mortgage note was approximately $1.3 billion.

 

Forthe three and nine months ended September 30, 2008 and the three monthsended September 30, 2007 (Successor), the periods January 26, 2007 toSeptember 30, 2007 (Successor) and January 1, 2007 to January 25,2007 (Predecessor), we incurred approximately $17.3 million, $52.8 million,$16.0 million, $48.5 million and $6.9 million of interest expense, inclusive ofamortization of deferred financing costs, respectively, excluding interestwhich was capitalized of approximately $0.1 million, $0.2 million, $1.6million, $4.5 million and none, respectively.

 

At September 30,2008, our unconsolidated joint venture had total indebtedness of approximately$315.0 million with a fixed interest rate of approximately 4.91%.  The mortgage matures in June 2015.  Our aggregate pro-rata share of theunconsolidated joint venture debt was approximately $94.5 million.

 

**7.  Corporate Indebtedness**

 

**SeniorUnsecured Notes**

 

The following table setsforth our senior unsecured notes and other related disclosures by scheduledmaturity date as of September 30, 2008 (in thousands):

 
| **Issuance**            | ** ** | **Face Amount** | ** **    | **Coupon Rate****(2)** | ** ** | **Term  (in Years)** | ** ** | **Maturity**          | ** **          |
|-------------------------|------------|-----------------|---------------|------------------------|------------|----------------------|------------|-----------------------|---------------------|
| March 26,  1999    |       | $               | 200,000       |                   | 7.75       | %                    | 10         |                  | March 15, 2009 |   |
| January 22,  2004  |       | 150,000         |          | 5.15                   | %          | 7                    |       | January 15, 2011 |                |
| August 13,  2004   |       | 150,000         |          | 5.875                  | %          | 10                   |       | August 15, 2014  |                |
| March 31,  2006    |       | 275,000         |          | 6.00                   | %          | 10                   |       | March 31, 2016   |                |
| June 27,  2005 (1) |       | 287,500         |          | 4.00                   | %          | 20                   |       | June 15, 2025    |                |
|                    |       | 1,062,500       |          |                   |       |                 |       |                  |                |
| Net discount            |       | (5,419          | )             |                   |       |                 |       |                  |                |
|                    | ** ** | **$**           | **1,057,081** | ** **             | ** ** | ** **           | ** ** | ** **            | ** **          | ** ** |

----

(1)             Exchangeable senior debentureswhich are callable after June 17, 2010 at 100% of 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 15,2010, 2015 and 2020 and upon the occurrence of certain change of controltransactions.  As a result of the Merger,the adjusted exchange rate for the debentures is 7.7461 shares of SL Greencommon stock per $1,000 of principal amount of debentures and the adjustedreference dividend for the debentures is $1.3491.

(2)             Interest on thesenior unsecured notes is payable semi-annually with principal and unpaidinterest due on the scheduled maturity dates.

 

On April 27, 2007,the $50.0 million, 6.0% unsecured notes scheduled to mature in June 2007and the $150.0 million, 7.20% unsecured notes scheduled to mature in August 2007,assumed as part of the Merger, were redeemed.

 

InOctober 2008, we acquired approximately $64.0 million of our 4.0%exchangeable senior debentures due June 15, 2025.

 

12

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Table of Contents

 

 

**RecksonOperating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

**RestrictiveCovenants**

 

Theterms of the senior unsecured notes include certain restrictions and covenantswhich limit, among other things, the incurrence of additional indebtedness andliens, and which require compliance with financial ratios relating to theminimum amount of debt service coverage, the maximum amount of consolidatedunsecured and secured indebtedness and the minimum amount of unencumberedassets.  As of September 30, 2008and December 31, 2007, we were in compliance with all such covenants.

 

**PrincipalMaturities**

 

Combined aggregateprincipal maturities of mortgages and notes payable, senior unsecured notes(net of discount) and our share of joint venture debt as of September 30,2008, excluding extension options, were as follows (in thousands):

** **
| ** ** | ** ** | **Scheduled  Amortization** | ** ** | **Principal  Repayments** | ** ** | **Unsecured  Notes** | ** ** | **Total** | ** **    | **Joint  Venture  Debt** | ** ** |
|------------|------------|-----------------------------|------------|---------------------------|------------|----------------------|------------|-----------|---------------|--------------------------|------------|
| 2008       |       | $                           | 1,239      |                      | $          | —               |       | $         | —        |                     | $          | 1,239 |   | — |   |
| 2009       |       | 3,942                       |       | —                    |       | 200,000              |       | 203,942   |          | —                   |       |
| 2010       |       | 4,225                       |       | —                    |       | —               |       | 4,225     |          | —                   |       |
| 2011       |       | 3,223                       |       | 216,656                   |       | 150,000              |       | 369,879   |          | —                   |       |
| 2012       |       | —                      |       | —                    |       | —               |       | —    |          | —                   |       |
| Thereafter |       | —                      |       | —                    |       | 707,081              |       | 707,081   |          | 94,500                   |       |
| ** ** | ** ** | **$**                       | **12,629** | ** **                | **$**      | **216,656**          | ** ** | **$**     | **1,057,081** | ** **               | **$**      | **1,286,366** | ** ** | **$** | **94,500** | ** ** |
|            |            |                             |            |                           |            |                      |            |           |               |                          |            |  |  |  |  |  |

** **

**8.  Partners’Capital**

** **

Prior to the Merger, a Class Aunit and a share of common stock of RARC had similar economic characteristicsas they effectively shared equally in the net income or loss and distributionsof ROP.  As of January 25, 2007, allof our issued and outstanding Class A common units were owned byRARC.  In connection with the Merger,RARC assigned all of its interest in the Class A common units to WAGP andthe operating partnership.  On November 15,2007, RARC withdrew, and WAGP succeeded it, as the sole general partner ofROP.  All of our issued and outstanding Class Acommon units are owned by WAGP and the operating partnership.

 

As of December 31,2006, we had issued and outstanding 1,200 preferred units of limitedpartnership interest, or Preferred Units, with a liquidation preference valueof $1,000 per unit and a stated distribution rate of 7.0% which was subject toreduction based upon terms of their initial issuance.  The terms of the Preferred Units provided forthis reduction in distribution rate in order to address the effect of certainmortgages with above market interest rates which were assumed by us inconnection with properties contributed to us in 1998.   As a result of the aforementioned reduction,no distributions were being made on the Preferred Units.  In connection with the Merger, the holder ofthe Preferred Units transferred the Preferred Units to the operatingpartnership in exchange for the issuance of 1,200 preferred units of limitedpartnership interest in the operating partnership with substantially similarterms as the Preferred Units.

 

**Net income per common partnership unitwas determined by allocating net income after preferred distributions andminority partners’ interest in consolidated partnerships income to the generaland limited partners based on their weighted average distribution per commonpartnership units outstanding during the respective periods presented.**

** **

Holders of preferredunits of limited and general partnership interest were entitled todistributions based on the stated rates of return (subject to adjustment) forthose units.

 

Prior to the Merger, RARCmaintained a long term incentive program, or LTIP. With respect to the LTIPunits and the restricted equity awards, RARC recorded compensation expensewhich has been included in marketing, general and administrative expenses onthe accompanying consolidated statements of operations. As of December 31,2006, RARC had accrued approximately $33.7 million of compensation expense withrespect to the special outperformance pool. These costs were included inaccounts payable and accrued expenses on the balance sheet at December 31,2006.  During January 2007, inconnection with the Merger, RARC paid, in cash, approximately$35.5 million to the participants of the special outperformance pool ofwhich $1.8 million was expensed during the period January 1, 2007 to January 25,2007 (Predecessor).

 

Intercompany transactionsbetween SL Green and ROP are generally recorded as contributions anddistributions.

 

 

13

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Table of Contents

 

 

**RecksonOperating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

**9.  Commitments and Contingencies**

 

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

 

The following is aschedule of future minimum lease payments under noncancellable operatingleases with initial terms in excess of one year as of September 30, 2008(in thousands):

 
| ** **                     | ** ** | **Non-cancellable  operating leases** | ** **  |
|--------------------------------|------------|---------------------------------------|-------------|
|                           |       |                                  |        |
| 2008 (remaining  three months) |       | $                                     | 2,381       |   |
| 2009                           |       | 9,524                                 |        |
| 2010                           |       | 9,083                                 |        |
| 2011                           |       | 7,109                                 |        |
| 2012                           |       | 6,979                                 |        |
| Thereafter                     |       | 214,487                               |        |
| Total minimum  lease payments  | ** ** | **$**                                 | **249,563** | ** ** |

 

**10.  Environmental Matters**

 

Our management believesthat the properties are in compliance in all material respects with applicableFederal, state and local ordinances and regulations regarding environmentalissues.  Management is not aware of anyenvironmental liability that it believes would have a materially adverse impacton our financial position, results of operations or cash flows.  Management is unaware of any instances inwhich it would incur significant environmental cost if any of our propertieswere sold.

 

**11.  Segment Information**

 

We are engaged in owning,managing and leasing commercial office properties in the New York Metro areaand have two reportable segments, real estate and structured financeinvestments.  We evaluate real estateperformance and allocate resources based on earnings contribution to incomefrom continuing operations.

 

Our real estate portfoliois primarily located in the geographical markets of the New York Metroarea.  The primary sources of revenue aregenerated from tenant rents and escalations and reimbursement revenue.  Real estate property operating expensesconsist primarily of security, maintenance, utility costs, real estate taxesand ground rent expense (at certain applicable properties).  See Note 4 for additional details on ourstructured finance investments.

 

Selected results of operations for the three and ninemonths ended September 30, 2008 and the three months ended September 30,2007 (Successor) and the periods January 26, 2007 to September 30,2007 (Successor) and January 1, 2007 to January 25, 2007(Predecessor) and selected asset information as of September 30, 2008 and December 31,2007, regarding our operating segments are as follows (in thousands):

 
| ** **                                                                                                     | ** ** | **Real  Estate  Segment** | ** ** | **Structured  Finance  Segment** | ** ** | **Total  Company** | ** ** |
|----------------------------------------------------------------------------------------------------------------|------------|---------------------------|------------|----------------------------------|------------|--------------------|------------|
| Total revenues:                                                                                                |       |                      |       |                             |       |               |       |
| Three months  ended September 30, 2008 (Successor)                                                        |       | $                         | 86,241     |                             | $          | 1,531              |       | $ | 87,772 |   |
| Three months  ended September 30, 2007 (Successor)                                                        |       | 77,240                    |       | 4,487                            |       | 81,727             |       |
| Nine months  ended September 30, 2008 (Successor)                                                         |       | 252,325                   |       | 3,637                            |       | 255,962            |       |
| January 26  to September 30, 2007 (Successor)                                                        |       | 208,579                   |       | 14,433                           |       | 223,012            |       |
| January 1  to January 25, 2007 (Predecessor)                                                         |       | 25,217                    |       | 1,201                            |       | 26,418             |       |
|                                                                                                           |       |                      |       |                             |       |               |       |
| Income (loss)  from continuing operations before minority interest, gain on sale and  discontinued operations: |       |                      |       |                             |       |               |       |
| Three months  ended September 30, 2008 (Successor)                                                        |       | $                         | 8,620      |                             | $          | 544                |       | $ | 9,164 |   |
| Three months  ended September 30, 2007 (Successor)                                                        |       | 9,167                     |       | 2,573                            |       | 11,740             |       |
| Nine months  ended September 30, 2008 (Successor)                                                         |       | 30,536                    |       | 591                              |       | 31,127             |       |
| January 26  to September 30, 2007 (Successor)                                                        |       | 22,911                    |       | 8,789                            |       | 31,700             |       |
| January 1  to January 25, 2007 (Predecessor)                                                         |       | (12,412                   | )          | 464                              |       | (11,948            | )          |
|                                                                                                           |       |                      |       |                             |       |               |       |
| Total assets                                                                                                   |       |                      |       |                             |       |               |       |
| As of:                                                                                                         |       |                      |       |                             |       |               |       |
| September 30,  2008                                                                                       |       | $                         | 4,119,588  |                             | $          | 99,312             |       | $ | 4,218,900 |   |
| December 31,  2007                                                                                        |       | 4,167,159                 |       | 99,710                           |       | 4,266,869          |       |

** **

**14**

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**Tableof Contents**

** **

** **

**Reckson Operating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

Incomefrom continuing operations represents total revenues less total expenses forthe real estate segment and total investment income less allocated interestexpense for the structured finance segment. Interest costs for the structured finance segment are imputed assuming100% leverage at SL Green’s unsecured revolving credit facility borrowingcost.  We do not allocate marketing,general and administrative expenses to the structured finance segment, since webase performance on the individual segments prior to allocating marketing, generaland administrative expenses.  All otherexpenses, except interest, relate entirely to the real estate assets.  There were no transactions between the abovetwo segments.

 

Thetable below reconciles income from continuing operations before minorityinterest to net income available to common unitholders for the three and ninemonths ended September 30, 2008, the three months ended September 30,2007 (Successor) and the periods January 26, 2007 to September 30,2007 (Successor) and January 1, 2007 to January 25, 2007(Predecessor) (in thousands):

 
| ** **                                                                                                     | ** ** | **Three Months  Ended  September 30,** | ** ** | **Three Months  Ended  September 30,** | ** ** | **Nine Months  Ended  September 30,** | ** ** | **Period  January 26 to  September 30,** | ** ** | **Period  January 1 to  January 25,** | ** ** |
|----------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------|------------|---------------------------------------------|------------|--------------------------------------------|------------|----------------------------------------------------|------------|-------------------------------------------------|------------|
| ** **                                                                                                     | ** ** | **2008**                                    | ** ** | **2007**                                    | ** ** | **2008**                                   | ** ** | **2007**                                           | ** ** | **2007**                                        | ** ** |
| ** **                                                                                                     | ** ** | **(Successor)**                             | ** ** | **(Successor)**                             | ** ** | **(Successor)**                            | ** ** | **(Successor)**                                    | ** ** | **(Predecessor)**                               | ** ** |
| Income (loss)  from continuing operations before minority interest, gain on sale and  discontinued operations: |       | **$**                                       | **9,164**  |                                        | $          | 11,740                                     |       | **$**                                              | **31,127** |                                            | $          | 31,700 |   | $ | (11,948) |   |
| Minority  interest in other partnerships                                                                       | ** ** | **(3,752**                                  | **)**      | (2,229                                      | )          | **(12,321**                                | **)**      | (5,858                                             | )          | (1,670                                          | )          |
| Income from  continuing operations                                                                             | ** ** | **5,412**                                   |       | 9,511                                       | ** ** | **18,806**                                 |       | 25,842                                             |       | (13,618                                         | )          |
| Net income/  gains from discontinued operations                                                                | ** ** | **142**                                     |       | 341                                         | ** ** | **670**                                    |       | 994                                                |       | 2,515                                           |       |
| Net income  (loss) available to common unitholders                                                             | ** ** | **$**                                       | **5,554**  |                                        | $          | 9,852                                      | ** ** | **$**                                              | **19,476** |                                            | $          | 26,836 |   | $ | (11,103 | ) |

 

**12. ****Related Party Transactions**

 

**Cleaning/Security/ Messenger and Restoration Services**

 

Through Alliance BuildingServices, or Alliance, First Quality Maintenance, L.P., or First Quality,provides cleaning, extermination and related services, Classic Security LLCprovides security services, Bright Star Couriers LLC provides messengerservices, and Onyx Restoration Works provides restoration services with respectto certain properties owned by us.  Allianceis owned by Gary Green, a son of Stephen L. Green, the chairman of our board ofdirectors.  In addition, First Qualityhas the non-exclusive opportunity to provide cleaning and related services toindividual tenants at our properties on a basis separately negotiated with anytenant seeking such additional services. We paid Alliance approximately $0.5 million, $1.4 million, $0.3 millionand $0.4 million for three and nine months ended September 30, 2008, thethree months ended September 30, 2007 and the period January 26, 2007to September 30, 2007, respectively, for these services (excludingservices provided directly to tenants).

 

**AllocatedExpenses from SL Green**

 

Subsequent to the Merger,property operating expenses include an allocation of salary and other operatingcosts from SL Green.  Such amount wasapproximately $0.9 million, $3.0 million, $1.0 million and $2.6 million for thethree and nine months ended September 30, 2008, the three months ended September 30,2007 and the period January 26, 2007 to September 30, 2007,respectively.

 

**Insurance**

 

Subsequent to the Merger,we obtained insurance coverage through an insurance program administered by SLGreen.  In connection with this programwe incurred insurance expense of approximately $0.7 million, $1.8 million, $0.5million and $1.3 million for the three and nine months ended September 30,2008, the three months ended September 30, 2007 and the period January 26,2007 to September 30, 2007, respectively.

 

**15**

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**Tableof Contents**

** **

** **

**Reckson Operating Partnership, L.P.**

**Notes toCondensed Consolidated Financial Statements**

**(Unaudited)**

**September 30,2008**

** **

**13.  Supplemental Disclosure of Non-Cash Investingand Financing Activities**

 

Asummary of our non-cash investing and financing activities for the nine monthsended September 30, 2008 and 2007 is presented below (in thousands):

 
| ** **                                                                                                               | ** ** | **Nine Months Ended  September 30,** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|
| ** **                                                                                                               | ** ** | **2008**                                  | ** ** | **2007****(1)** | ** ** |
| Redemption of  preferred units                                                                                           | ** ** | **$**                                     | **—** |   | $ | 1,200 |   |
| Transfer of real  estate to the operating partnership                                                                    | ** ** | **—**                                |       | 608,222 |   |
| Adjustment to  fair value of real estate, investment in unconsolidated joint venture and  structured finance investments | ** ** | **—**                                |       | (3,131,606 | ) |
| Adjustments to  contributed capital                                                                                      | ** ** | **—**                                |       | 2,327,290 |   |
| Other non-cash  adjustments-financing                                                                                    | ** ** | **—**                                |       | 92,017 |   |
| Other non-cash  adjustments-investing                                                                                    | ** ** | **—**                                |       | 104,077 |   |
| Accretion of  debt discount                                                                                              | ** ** | **181**                                   |       | 1,713 |   |
|                                                                                                                          |            |                                           |            |  |  |  |  |

----

(1)                                      Presentedon a combined basis for the 2007 Successor and Predecessor periods.

** **

**14.  Subsequent Events**

 

**In October 2008,we, along with our joint venture partner, sold the properties located at100/120 White Plains Road, Westchester for $48.0 million, which approximatedour book basis in these properties.**

** **

**In October 2008,we acquired approximately $64.0 million of our 4.0% exchangeable seniordebentures due June 15, 2025, which we assumed as part of the RecksonMerger.**

** **

**In October 2008,we sold our investment in RSVP, as well as two related structured financeinvestments held directly by the operating partnership, for approximately $34.5million.**

** **

**16**

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**Table ofContents**

** **

** **

**ITEM 2.   Management’s Discussion and Analysis ofFinancial Condition and Results of Operations**

** **

**Overview**

 

**Reckson Operating Partnership, L.P., orROP, commenced operations on June 2, 1995. Reckson Associates Realty Corp., or RARC, served as the sole generalpartner until November 15, 2007, at which time RARC withdrew, and WyomingAcquisition GP LLC, or WAGP, succeeded it, as the sole general partner ofROP.  WAGP is a wholly-owned subsidiaryof SL Green Realty Corp., or SL Green. The sole limited partner of ROP is SL Green Operating Partnership, L.P.,or the operating partnership.**

** **

**ROP is engaged in the ownership,management, operation, acquisition, leasing, financing and development ofcommercial real estate properties, principally office properties and also ownsland for future development located in New York City, Westchester andConnecticut, which collectively is also known as the New York Metro area.  At September 30, 2008, our inventory ofdevelopment parcels aggregated approximately 81 acres of land in four separateparcels on which we can, based on estimates at September 30, 2008, developapproximately 1.1 million square feet of office space and in which we hadinvested approximately $64.8 million.  Inaddition, as of September 30, 2008 ROP also held approximately $98.8million of structured finance investments.**

** **

On January 25, 2007,SL Green completed the acquisition of all of the outstanding shares of commonstock of RARC pursuant to the terms of the Agreement and Plan of Merger, datedas of August 3, 2006, as amended, the Merger Agreement, among SL Green,Wyoming Acquisition Corp., or Wyoming, Wyoming Acquisition GP LLC, WyomingAcquisition Partnership LP, RARC and ROP. Pursuant to the terms of the MergerAgreement, each of the issued and outstanding shares of common stock of RARCwas converted into (i) $31.68 in cash, (ii) 0.10387 of a share of thecommon stock, par value $0.01 per share, of SL Green and (iii) a pro-rateddividend in an amount equal to approximately $0.0977 in cash. SL Green alsoassumed an aggregate of approximately $226.3 million of ROP mortgage debt,approximately $287.5 million of ROP convertible public debt and approximately$967.8 million of ROP public unsecured notes. This transaction is referred to herein as the Merger.

 

On January 25, 2007,SL Green completed the sale, or Asset Sale, of certain assets of ROP to aninvestment group led by certain of Reckson’s former executive management, orthe Buyer, for a total consideration of approximately $2.0 billion. SL Greencaused ROP to transfer the following assets to the Buyer in the Asset Sale: (1) certainreal property assets and/or entities owning such real property assets, ineither case, of ROP and 100% of certain loans secured by real property, all ofwhich are located in Long Island, New York; (2) certain real propertyassets and/or entities owning such real property assets, in either case, of ROPlocated in White Plains and Harrison, New York; (3) all of the realproperty assets and/or entities owning 100% of the interests in such realproperty assets, in either case, of ROP located in New Jersey; (4) theentity owning a 25% interest in Reckson Australia Operating Company LLC, RARC’sformer Australian management company (including its former Australian licensedresponsible entity), and other related entities, and ROP and ROP subsidiaries’rights to and interests in, all related contracts and assets, including,without limitation, property management and leasing, construction services andasset management contracts and services contracts; (5) the direct orindirect interest of RARC in Reckson Asset Partners, LLC, an affiliate of RSVPand all of ROP’s rights in and to certain loans made by ROP to FrontlineCapital Group, the bankrupt parent of Reckson Strategic Venture Partners, LLC,or RSVP, and other related entities, which were purchased by a 50/50 jointventure with an affiliate of SL Green; (6) a 50% participation interest incertain loans made by a subsidiary of ROP that are secured by four realproperty assets located in Long Island, New York; and (7) 100% of certainloans secured by real property located in White Plains and New Rochelle, NewYork.

 

The following discussionrelated to our consolidated financial statements should be read in conjunctionwith the financial statements appearing in this Quarterly Report on Form 10-Qand in Item 8 of our Annual Report on Form 10-K for the year ended December 31,2007.

 

As a result of thesubstantial change in ownership from the Merger, SL Green has recorded theMerger in accordance with the provisions of Emerging Issues Task Force TopicD-97, “Push-Down Accounting.”  Theapplication of “push-down accounting” resulted in the adjustment of thecarrying values of the assets and liabilities of ROP to fair value in the samemanner as ROP’s assets and liabilities were recorded by SL Green subsequent tothe Merger.  The net impact of suchadjustments was approximately $3.0 billion.

 

As of September 30, 2008, we owned the followinginterests in commercial office properties in the New York Metro area, primarilyin midtown Manhattan, a borough of New York City, or Manhattan.  Ourinvestments in the New York Metro area also include investments in Queens,Westchester County and Connecticut, which are collectively known as theSuburban assets:

 

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| **Location** | ** ** | **Ownership**              | ** ** | **Number of  Properties** | ** ** | **Square Feet** | ** ** | **Weighted Average  Occupancy****(1)** | ** ** |
|--------------|------------|----------------------------|------------|---------------------------|------------|-----------------|------------|----------------------------------------|------------|
| Manhattan    |       | Consolidated properties    |       | 4                         |       | 3,770,000       |       | 97.6                                   | %          |
|         |       |                       |       |                      |       |            |       |                                   |       |
| Suburban     |       | Consolidated properties    |       | 19                        |       | 2,889,900       |       | 89.1                                   | %          |
|         |       | Unconsolidated  properties |       | 1                         |       | 1,402,000       |       | 100.0                                  | %          |
|         |       |                       |       | 24                        |       | 8,061,900       |       | 95.0                                   | %          |

----

(1)             The weightedaverage occupancy represents the total leased square feet divided by totalavailable rentable square feet.

 

**CriticalAccounting Policies**

 

Refer to our 2007 AnnualReport on Form 10-K for a discussion of our critical accounting policies,which include investment in commercial real estate properties, investment inunconsolidated joint ventures, revenue recognition, allowance for doubtfulaccounts  and reserve for possible creditlosses.  There have been no changes tothese policies in 2008.

 

**Results of Operations**

 

***Comparison of the three months ended September 30, 2008to the three months ended September 30, 2007***

 
| **Rental Revenues (in millions)**     | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|---------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Rental revenue                        |       | $        | 71.0       |     | $          | 63.4          |       | $             | 7.6        |   | 12.0 | % |
| Escalation and  reimbursement revenue |       | 14.3     |       | 13.5     |       | 0.8           |       | 5.9           |       |
| Total                                 |       | $        | 85.3       |     | $          | 76.9          |       | $             | 8.4        |   | 10.9 | % |

 

AtSeptember 30, 2008, we estimated that the current market rents on ourconsolidated Manhattan properties and consolidated Suburban properties were approximately35.2% and 11.9% higher, respectively, than then existing in-place fullyescalated rents.  Approximately 1.7% ofthe space leased at our consolidated properties expires during the remainder of2008.

 
| **Investment and Other Income (in millions)**         | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|-------------------------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Equity in net  income of unconsolidated joint venture |       | $        | 0.3        |     | $          | 0.4           |       | $             | (0.1       | ) | (25.0 | )% |
| Investment and  other income                          |       | 2.5      |       | 4.7      |       | (2.2          | )          | (46.8         | )          |
| Total                                                 |       | $        | 2.8        |     | $          | 5.1           |       | $             | (2.3       | ) | (45.1 | )% |

 

Ourjoint venture at One Court Square is net leased to a single tenant until2020.  As such, we do not anticipate muchchange in occupancy rates or net income contributions from this asset.  At September 30, 2008, we estimated thatcurrent market rents at our Suburban joint venture asset was approximately 9.8%higher than then existing in-place fully escalated rents.

 

Thedecrease in investment and other income is primarily due to the averageinvestment balance decreasing between 2007 and 2008 due to the redemption ofcertain loans during 2007.

 
| **Property Operating Expenses (in millions)** | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|-----------------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Operating  expenses                           |       | $        | 22.3       |     | $          | 20.0          |       | $             | 2.3        |   | 11.5 | % |
| Real estate  taxes                            |       | 12.5     |       | 12.2     |       | 0.3           |       | 2.5           |       |
| Ground rent                                   |       | 2.1      |       | 2.6      |       | (0.5          | )          | (19.2         | )          |
| Total                                         |       | $        | 36.9       |     | $          | 34.8          |       | $             | 2.1        |   | 6.0 | % |

 

Operatingexpenses increased over the same period in the prior year due to increases inpayroll costs ($0.4 million), utilities ($2.0 million) and insurance ($0.2million).  These increases were partiallyoffset by a reduction in repairs and maintenance ($0.4 million).  The decrease in ground rent expense relatedprimarily to the ground rent at 1185 Avenue of the Americas.

 

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| **Other Expenses (in millions)**               | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|------------------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Interest expense                               |       | $        | 17.3       |     | $          | 16.0          |       | $             | 1.3        |   | 8.1 | % |
| Depreciation and  amortization expense         |       | 22.5     |       | 19.4     |       | 3.1           |       | 16.0          |       |
| Marketing,  general and administrative expense |       | 2.1      |       | 0.2      |       | 1.9           |       | 950.0         |       |
| Total                                          |       | $        | 41.9       |     | $          | 35.6          |       | $             | 6.3        |   | 17.7 | % |

 

Theincrease in interest expense was primarily due to a reduction in capitalizedinterest ($1.6 million).

 

The increase inmarketing, general and administrative expense was due to the write-off ofcertain legal costs in 2008.

 

***Comparison of the nine months ended September 30, 2008to the nine months ended September 30, 2007***

 

Comparisonsdiscussed below are made using the combined operations of the Predecessor andSuccessor for 2007 as compared to the Successor’s operations for the sameperiod in 2008.  The results ofoperations may not be comparable for the periods presented due to the change inthe basis of accounting between the Successor and Predecessor periods resultingfrom the application of “push-down accounting.” The results of operations for the Predecessor period in 2007 include 120West 45th Street and Landmark Square 1-6.  In connection with the Merger, theseproperties were assigned to the operating partnership and are therefore notincluded in the Successor period results of operations.

 
| **Rental Revenues (in millions)**     | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|---------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Rental revenue                        |       | $        | 207.1      |     | $          | 193.5         |       | $             | 13.6       |   | 7.0 | % |
| Escalation and  reimbursement revenue |       | 39.8     |       | 39.6     |       | 0.2           |       | 0.5           |       |
| Total                                 |       | $        | 246.9      |     | $          | 233.1         |       | $             | 13.8       |   | 5.9 | % |

 

AtSeptember 30, 2008, we estimated that the current market rents on ourconsolidated Manhattan properties and consolidated Suburban properties wereapproximately 35.2% and 11.9% higher, respectively, than then existing in-placefully escalated rents.  Approximately1.7% of the space leased at our consolidated properties expires during theremainder of 2008.

 
| **Investment and Other Income (in millions)**         | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|-------------------------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Equity in net  income of unconsolidated joint venture |       | $        | 0.6        |     | $          | 0.9           |       | $             | (0.3       | ) | (33.3 | )% |
| Investment and  other income                          |       | 9.1      |       | 16.3     |       | (7.2          | )          | (44.2         | )          |
| Total                                                 |       | $        | 9.7        |     | $          | 17.2          |       | $             | (7.5       | ) | (43.6 | )% |

 

Thedecrease in equity in net income of unconsolidated joint venture was primarilydue to lower net income contribution from One Court Square resulting fromadditional depreciation expense due to the purchase accounting adjustment tothe investment in connection with the Merger. Our joint venture at One Court Square is net leased to a single tenantuntil 2020.  As such, we do notanticipate much change in occupancy rates or net income contributions from thisasset.  At September 30, 2008, weestimated that current market rents at our Suburban joint venture asset wasapproximately 9.8% higher than then existing in-place fully escalated rents.

 

Thedecrease in investment and other income is primarily due to the averageinvestment balance decreasing between 2007 and 2008 due to the redemption ofcertain loans during 2007.  In 2007, wereceived a $2.5 million exit fee in connection with the redemption of aloan.  In addition, we recorded a $2.0million loan loss reserve in 2008.

 

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| **Property Operating Expenses (in millions)** | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|-----------------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Operating  expenses                           |       | $        | 59.6       |     | $          | 56.9          |       | $             | 2.7        |   | 4.8 | % |
| Real estate  taxes                            |       | 37.8     |       | 39.3     |       | (1.5          | )          | (3.8          | )          |
| Ground rent                                   |       | 6.5      |       | 7.7      |       | (1.2          | )          | (15.6         | )          |
| Total                                         |       | $        | 103.9      |     | $          | 103.9         |       | $             | —     |   | — | % |

 

Theincrease in operating expenses was primarily driven by increases in payroll,cleaning, utilities and insurance.  Thiswas partially offset by decrease in repairs and maintenance.  The operating expenses and real estate taxesfor 120 West 45th Street and Landmark Square 1-6 are included in the2007 Predecessor period.  The decrease inground rent expense related primarily to the ground rent at 1185 Avenue of theAmericas.

 
| **Other Expenses (in millions)**               | ** ** | **2008** | ** ** | **2007** | ** ** | **$  Change** | ** ** | **%  Change** | ** ** |
|------------------------------------------------|------------|----------|------------|----------|------------|---------------|------------|---------------|------------|
| Interest expense                               |       | $        | 52.8       |     | $          | 55.4          |       | $             | (2.6       | ) | (4.7 | )% |
| Depreciation and  amortization expense         |       | 66.6     |       | 56.7     |       | 9.9           |       | 17.5          |       |
| Marketing,  general and administrative expense |       | 2.3      |       | 14.6     |       | (12.3         | )          | (84.3         | )          |
| Total                                          |       | $        | 121.7      |     | $          | 126.7         |       | $             | (5.0       | ) | (4.0 | )% |

 

Thedecrease in interest expense is due to mortgage debt on certain propertiesbeing repaid after September 30, 2007 and those properties remainingunencumbered.  In addition, in April 2007,we redeemed $200.0 million of unsecured notes which bore an average interestrate of 6.9%.  We incurred a $1.0 millionmake-whole payment in 2007 in connection with the early redemption of thesebonds.

 

Thedecrease in marketing, general and administrative expenses is primarily due tothe Predecessor 2007 period including approximately $8.8 million related tomerger costs and $1.8 million related to the long-term incentive compensationprogram.  We did not incur similar costsin 2008. These costs were offset by the write-off of certain legal costs in2008.

 

**Liquidityand Capital Resources**

 

We currently expect thatour principal sources of funds to meet our short-term and long-term liquidityrequirements (working capital, property operations, debt service, redevelopmentof properties, tenant improvements and leasing costs) will include cash flowfrom operations and net proceeds from divestitures of properties and redemptionsof structured finance investments.

 

Cash flow from operationsis primarily dependent upon the occupancy level of our portfolio, the neteffective rental rates achieved on our leases, the collectibility of rent andoperating escalations and recoveries from our tenants and the level ofoperating and other costs.

 

We believe that oursources of working capital, specifically our cash flow from operations, areadequate for us to meet our short-term and long-term liquidity requirements forthe foreseeable future.

 

On January 25, 2007,we were acquired by SL Green. See “Item 2. Management’s Discussion andAnalysis — Liquidity and Capital Resources” in SL Green’s Quarterly Report on Form 10-Qfor the quarter ended September 30, 2008 for a complete discussion of additionalsources of liquidity available to us due to our indirect ownership by SL Green.

 

#### **Cash Flows**

#### ** **

**The following summary discussion of our cash flows is based on ourcondensed consolidated statements of cash flows in “Item 1. FinancialStatements” and is not meant to be an all-inclusive discussion of the changesin our cash flows for the periods presented below.**

** **

Forpurposes of this cash flow analysis, the cash flows for the period from January 1,2007 to January 25, 2007 (Predecessor), the date of the Merger, have beencombined with the cash flows for the period January 26, 2007 to September 30,2007 (Successor) to provide a reasonable comparison to the cash flows for thenine months ended September 30, 2008 (Successor).  Cash and cash equivalents were $12.5 millionand $10.3 million at September 30, 2008 and 2007, respectively,representing an increase of $2.2 million. The decrease was a result of the following increases and decreases incash flows (in thousands):

 
| ** **                                           | ** ** | **Nine Months Ended September 30,** | ** ** |
|------------------------------------------------------|------------|------------------------------------------|------------|
| ** **                                           | ** ** | **2008**                                 | ** ** | **2007** | ** ** | **Increase  (Decrease)** | ** ** |
|                                                 |       |                                     |       |   |   |   |   |
| Net cash  provided by (used in) operating activities |       | $                                        | 43,936     |   | $ | (22,250 | ) | $ | 66,186 |   |
| Net cash  provided by investing activities           |       | $                                        | (15,621    | ) | $ | 1,991,520 |   | $ | (2,007,141 | ) |
| Net cash used in  financing activities               |       | $                                        | (32,296    | ) | $ | (2,010,158 | ) | $ | 1,977,862 |   |

 

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**Our principal source of operating cash flow is related to the leasing andoperating of the properties in our portfolio. Our properties provide arelatively consistent stream of cash flow that provides us with resources topay operating expenses, debt service and fund quarterly dividend anddistribution payment requirements. At September 30, 2008, our portfoliowas 95.0% occupied. In addition, rental rates continue to increase and tenantconcession packages decrease in the Manhattan and Suburban marketplaces. Ourstructured finance and joint venture investments also provide a steady streamof operating cash flow to us.**

** **

**Cash isused in investing activities to fund acquisitions, redevelopment projects andrecurring and nonrecurring capital expenditures. We selectively invest inexisting buildings that meet our investment criteria.  During the nine months ended September 30,2008, compared to the same period in the prior year, we used cash primarily forthe following investing activities (in thousands):**

 
| Capital  expenditures and capitalized interest | $      |       | 15,687 |   |
|------------------------------------------------|--------|------------|--------|--------|
| Distributions  from joint ventures             |   | (4,360     | )      |
| Other investing  activities                    |   | (6,597     | )      |
| Structured  finance and other investments      |   | (33,107    | )      |
| Proceeds from  Asset Sale                      |   | (1,978,764 | )      |

** **

**We generally fund our investment activity through property-levelfinancing and asset sales.  During thenine months ended September 30, 2008, compared to the same period in theprior year, the following financing activities were used to complete theinvesting activity noted above (in thousands):**

** **
| Proceeds from  our debt obligations           | $          |      | (12,000    | ) |
|-----------------------------------------------|------------|-----------|------------|---|
| Repayments under  our debt obligations        |       | 664,383   |       |
| Contributions                                 |       | (95,854   | )          |
| Distributions  and other financing activities | ** ** | 1,421,333 | ** ** |

** **

**Capitalization**

** **

Prior to the Merger, a Class Acommon unit and a share of common stock of RARC had similar economiccharacteristics as they effectively share equally in the net income or loss anddistributions of ROP.  As of January 25,2007, all of our issued and outstanding Class A common units were owned byRARC.  In connection with the Merger,RARC assigned all of its interest in the Class A common units to WAGP andthe operating partnership.  On November 15,2007, RARC withdrew, and WAGP succeeded it, as the sole general partner of ROP.As of December 31, 2007, all of our issued and outstanding Class Acommon units were owned by WAGP or the operating partnership.

 

As of December 31,2006, we had issued and outstanding 1,200 preferred units of limitedpartnership interest, or Preferred Units, with a liquidation preference valueof $1,000 per unit and a stated distribution rate of 7.0% which was subject toreduction based upon terms of their initial issuance.  The terms of the Preferred Units provided forthis reduction in distribution rate in order to address the effect of certainmortgages with above market interest rates which were assumed by us inconnection with properties contributed to us in 1998.   As a result of the aforementioned reduction,no distributions were being made on the Preferred Units.  In connection with the Merger, the holder ofthe Preferred Units transferred the Preferred Units to the operatingpartnership in exchange for the issuance of 1,200 preferred units of limitedpartnership interest in the operating partnership with substantially similarterms as the Preferred Units.

 

**ContractualObligations**

 

Combined aggregateprincipal maturities of mortgages payable and senior unsecured notes (net ofdiscount), our share of joint venture debt, excluding extension options,estimated interest expense, and our obligations under our ground leases, as of September 30,2008 are as follows (in thousands):

 
| ** **                  | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **Thereafter** | ** ** | **Total** | ** ** |
|-----------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------------|------------|-----------|------------|
| Property  mortgages         |       | $        | 1,239      |     | $          | 3,942    |       | $        | 4,225      |     | $          | 219,879        |       | $         | —     |   | $ | — |   | $ | 229,285 |   |
| Senior unsecured  notes     |       | —   |       | 200,000  |       | —   |       | 150,000  |       | —   |       | 707,081        |       | 1,057,081 |       |
| Ground leases               |       | 2,381    |       | 9,524    |       | 9,083    |       | 7,109    |       | 6,979    |       | 214,487        |       | 249,563   |       |
| Estimated  interest expense |       | 18,998   |       | 68,066   |       | 60,034   |       | 48,474   |       | 37,058   |       | 217,489        |       | 450,119   |       |
| Joint venture  debt         |       | —   |       | —   |       | —   |       | —   |       | —   |       | 94,500         |       | 94,500    |       |
| Total                       |       | $        | 22,618     |     | $          | 281,532  |       | $        | 73,342     |     | $          | 425,462        |       | $         | 44,037     |   | $ | 1,233,557 |   | $ | 2,080,548 |   |

 

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**SeniorUnsecured Notes**

 

The following table setsforth our senior unsecured notes and other related disclosures by scheduledmaturity date as of September 30, 2008 (in thousands):

 
| **Issuance**            | ** ** | **Face Amount** | ** **    | **Coupon Rate****(2)** | ** ** | **Term  (in Years)** | ** ** | **Maturity**          | ** ** |
|-------------------------|------------|-----------------|---------------|------------------------|------------|----------------------|------------|-----------------------|------------|
| March 26,  1999    |       | 200,000         |          | 7.75                   | %          | 10                   |       | March 15, 2009   |       |
| January 22,  2004  |       | 150,000         |          | 5.15                   | %          | 7                    |       | January 15, 2011 |       |
| August 13,  2004   |       | 150,000         |          | 5.875                  | %          | 10                   |       | August 15, 2014  |       |
| March 31,  2006    |       | 275,000         |          | 6.00                   | %          | 10                   |       | March 31, 2016   |       |
| June 27,  2005 (1) |       | 287,500         |          | 4.00                   | %          | 20                   |       | June 15, 2025    |       |
|                    |       | 1,062,500       |          |                   |       |                 |       |                  |       |
| Net discount            |       | (5,419          | )             |                   |       |                 |       |                  |       |
|                    | ** ** | **$**           | **1,057,081** | ** **             | ** ** | ** **           | ** ** | ** **            | ** ** | ** ** |
|                         |            |                 |               |                        |            |                      |            |                       |            |  |

----

(1)            Exchangeable senior debentures which arecallable after June 17, 2010 at 100% of par. In addition, the debenturescan be put to us, at the option of the holder at par plus accrued and unpaidinterest, on June 15, 2010, 2015 and 2020 and upon the occurrence ofcertain change of control transactions. As a result of the Merger, the adjustedexchange rate for the debentures is 7.7461 shares of SL Green’s common stockper $1,000 of principal amount of debentures and the adjusted referencedividend for the debentures is $1.3491.

(2)            Interest onthe senior unsecured notes is payable semi-annually with principal and unpaidinterest due on the scheduled maturity dates.

 

OnApril 27, 2007, the $50.0 million, 6.0% unsecured notes scheduled tomature in June 2007 and the $150.0 million, 7.20% unsecured notesscheduled to mature in August 2007, assumed as part of the Merger, wereredeemed.

 

InOctober 2008, we acquired approximately $64.0 million of our 4.0%exchangeable senior debentures due June 15, 2025.

 

**RestrictiveCovenants**

 

Theterms of our senior unsecured notes include certain restrictions and covenantswhich limit, among other things, the incurrence of additional indebtedness andliens, and which require compliance with financial ratios relating to theminimum amount of debt service coverage, the maximum amount of consolidatedunsecured and secured indebtedness and the minimum amount of unencumberedassets.  As of September 30, 2008and December 31, 2007, we were in compliance with all such covenants.

 

**MarketRate Risk**

 

We arenot exposed to changes in interest rates as we have no floating rate borrowingarrangements.

 

All of our long-termdebt, totaling approximately $1.3 billion, bears interest at fixed rates, andtherefore the fair value of these instruments is affected by changes in themarket interest rates.

 

**Off-BalanceSheet Arrangements**

 

Wehave a number of off-balance sheet investments, including a joint ventureinvestment and structured finance investments. These investments all have varying ownership structures.  Our joint venture arrangement is accountedfor under the equity method of accounting as we have the ability to exercisesignificant influence, but not control over the operating and financialdecisions of this joint venture arrangement. Our off-balance sheet arrangements are discussed in Note 4, “StructuredFinance Investments” and Note 5, “Investment in Unconsolidated Joint Venture”in the accompanying financial statements.

 

**CapitalExpenditures**

 

We estimate that for thethree months ending December 31, 2008, we will incur approximately $40.9 millionof capital expenditures (including tenant improvements and leasing commissions)on consolidated properties and none at our joint venture property.  We expect to fund these capital expenditureswith operating cash flow, borrowings under SL Green’s credit facility and cashon hand.  We believe that we will havesufficient resources to satisfy our capital needs during the next 12-monthperiod.

 

Thereafter, we expectthat our capital needs will be met through a combination of net cash providedby operations, borrowings, potential asset sales or additional equity or debtissuances by SL Green.

 

 

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**RelatedParty Transactions**

 

**Cleaning/Security/ Messenger and Restoration Services**

 

Through Alliance BuildingServices, or Alliance, First Quality Maintenance, L.P., or First Quality,provides cleaning, extermination and related services, Classic Security LLCprovides security services, Bright Star Couriers LLC provides messengerservices, and Onyx Restoration Works provides restoration services with respectto certain properties owned by us. Alliance is owned by Gary Green, a son of Stephen L. Green, the chairmanof our board of directors.  In addition,First Quality has the non-exclusive opportunity to provide cleaning and relatedservices to individual tenants at our properties on a basis separatelynegotiated with any tenant seeking such additional services.  We paid Alliance approximately $0.5 million,$1.4 million, $0.3 million and $0.4 million for three and nine months ended September 30,2008, the three months ended September 30, 2007 and the period January 26,2007 to September 30, 2007, respectively, for these services (excludingservices provided directly to tenants).

 

**AllocatedExpenses from SL Green**

 

Subsequent to the Merger,property operating expenses include an allocation of salary and other operatingcosts from SL Green.  Such amount wasapproximately $0.9 million, $3.0 million, $1.0 million and $2.6 million for thethree and nine months ended September 30, 2008, the three months ended September 30,2007 and the period January 26, 2007 to September 30, 2007,respectively.

 

**Other**

 

**Insurance**

 

**SL Green maintains “all-risk” property and rental valuecoverage (including coverage regarding the perils of flood, earthquake andterrorism) within two property insurance portfolios and liabilityinsurance.  These insurance policiescover the ROP assets.  The first propertyportfolio maintains a blanket limit of $600.0 million per occurrence forthe majority of the New York City properties in our portfolio with a sub-limitof $450.0 million for acts of terrorism. This policy expires on December 31,2008.  The second portfolio maintains alimit of $600.0 million per occurrence, including terrorism, for a few New YorkCity properties and the majority of the Suburban properties. Both propertypolicies expire on December 31, 2008. The liability policies, which cover all ROP properties and provides alimit of $200.0 million per property, expire on October 31, 2009.  The New York City portfolio incorporates SLGreen’s captive, Belmont Insurance Company, which SL Green formed in an effortto stabilize, to some extent, the fluctuations of insurance market conditions.Belmont is licensed in New York to write up to $100.0 million of terrorismcoverage for us, and at this time is providing $50.0 million of terrorismcoverage in excess of $250.0 million and is insuring a large deductible onthe liability insurance with a $250,000 deductible per occurrence and a $2.4million annual aggregate loss limit. SL Green has secured an excess insurer toprotect against catastrophic liability losses (above $250,000 deductible peroccurrence) and a stop loss if aggregate claims exceed $2.4 million.  SL Green has retained a third partyadministrator to manage all claims within the deductible and we anticipate thatdirect management of liability claims will improve loss experience andultimately lower the cost of liability insurance in future years. Although SLGreen considers its insurance coverage (inclusive of the ROP assets) to beappropriate, in the event of a major catastrophe, such as an act of terrorism,SL Green may not have sufficient coverage to replace certain properties.**

** **

The Terrorism RiskInsurance Act, or TRIA, which was enacted in November 2002, was renewed onDecember 31, 2007. Congress extended TRIA, now called TRIPRA (TerrorismRisk Insurance Program Reauthorization and Extension Act of 2007) until December 31,2014. The law extends the federal Terrorism Insurance Program that requiresinsurance companies to offer terrorism coverage and provides for compensationfor insured losses resulting from acts of foreign and domestic terrorism. Ourdebt instruments, consisting of mortgage loans secured by our properties (whichare generally non-recourse to us), mezzanine loans, ground leases and SL Green’s2005 unsecured revolving credit facility and secured term loan, containcustomary covenants requiring us to maintain insurance. There can be noassurance that the lenders or ground lessors under these instruments will nottake the position that a total or partial exclusion from “all-risk” insurancecoverage for losses due to terrorist acts is a breach of these debt and groundlease instruments that allows the lenders or ground lessors to declare an eventof default and accelerate repayment of debt or recapture of ground leasepositions. In addition, if lenders insist on full coverage for these risks andprevail in asserting that we are required to maintain such coverage, it couldresult in substantially higher insurance premiums.

 

Subsequent to the Merger,we obtained insurance coverage through an insurance program administered by SLGreen.  In connection with this programwe incurred insurance expense of approximately $0.7 million, $1.8 million, $0.5million and $1.3 million for the three and nine months ended September 30,2008, the three months ended September 30, 2007 and the period January 26,2007 to September 30, 2007, respectively.

 

**RecentlyIssued Accounting Pronouncements**

 

TheRecently Issued Accounting Pronouncements are discussed in Note 2, “SignificantAccounting Policies-Recently Issued Accounting Pronouncements” in theaccompanying financial statements.

 

 

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**Inflation**

 

Substantiallyall of the office leases provide for separate real estate tax and operatingexpense escalations as well as operating expense recoveries based on increasesin the Consumer Price Index or other measures such as porters’ wage.  In addition, many of the leases provide forfixed base rent increases.  We believethat inflationary increases may be at least partially offset by the contractualrent increases and expense escalations described above.

 

**Forward-Looking Information**

 

This report includescertain statements that may be deemed to be “forward-looking statements” withinthe meaning of Section 27A of the Securities Act of 1933, as amended, orthe Act, and Section 21E of the Securities Exchange Act of 1934, asamended, or the Exchange Act.  Suchforward-looking statements relate to, without limitation, our future capital expenditures,dividends and acquisitions (including the amount and nature thereof) and otherdevelopment trends of the real estate industry and the Manhattan, Westchester,Connecticut and Long Island City office market, business strategies, and theexpansion and growth of our operations. These statements are based on certain assumptions and analyses made byus in light of our experience and our perception of historical trends, currentconditions, expected future developments and other factors we believe are appropriate.  We intend such forward-looking statements tobe covered by the safe harbor provisions for forward-looking statementscontained in Section 27A of the Act and Section 21E of the ExchangeAct.  Such statements are subject to anumber of assumptions, risks and uncertainties which may cause our actualresults, performance or achievements to be materially different from futureresults, performance or achievements expressed or implied by theseforward-looking statements. Forward-looking statements are generally identifiable by the use of thewords “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,”“project,” “continue,” or the negative of these words, or other similar wordsor terms.  Readers are cautioned not toplace undue reliance on these forward-looking statements.  Among the factors about which we have madeassumptions are:

 

·                  general economic or business (particularly realestate) conditions, either nationally or in the New York metro area being lessfavorable than expected if the credit crisis continues;

·                  reduced demand for office space;

·                  risks of real estate acquisitions;

·                  risks of structured finance investments;

·                  availability and creditworthiness of prospectivetenants;

·                  adverse changes in the real estate markets, includingincreasing vacancy, including availability of sublease space, decreasing rentalrevenue and increasing insurance costs;

·                  availability of capital (debt and equity);

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

·                  market interest rates could adversely affect themarket price of our common stock, as well as our performance and cash flows;

·                  our ability to satisfy complex rules in order forSL Green to qualify as a REIT, for federal income tax purposes, our ability tosatisfy the rules in order for us to qualify as a partnership for federalincome tax purposes, the ability of certain of our subsidiaries to qualify asREITs and certain of our subsidiaries to qualify as taxable REIT subsidiariesfor federal income tax purposes and our ability and the ability of oursubsidiaries to operate effectively within the limitations imposed by theserules;

·                  accounting principles and policies and guidelinesapplicable to REITs;

·                  competition with other companies;

·                  the continuing threat of terrorist attacks on thenational, regional and local economies including, in particular, the New YorkCity area and our tenants;

·                  legislative or regulatory changes adversely affectingreal estate investment trusts and the real estate business; and

·                  environmental, regulatory and/or safety requirements.

 

We undertake noobligation to publicly update or revise any forward-looking statements, whetheras a result of future events, new information or otherwise.

 

The risks included hereare not exhaustive.  Other sections ofthis report and our Annual Report on Form 10-K for the year ended December 31,2007 may include additional factors that could adversely affect ROP’s businessand financial performance.  In addition,sections of the SL Green’s Annual Report on Form 10-K and QuarterlyReports on Form 10-Q contain additional factors that could adversely affectour business and financial performance. Moreover, ROP operates in a very competitive and rapidly changingenvironment.  New risk factors emergefrom time to time and it is not possible for management to predict all suchrisk factors, nor can it assess the impact of all such risk factors on ROP’sbusiness or the extent to which any factor, or combination of factors, maycause actual results to differ materially from those contained in anyforward-looking statements.  Given theserisks and uncertainties, investors should not place undue reliance onforward-looking statements as a prediction of actual results.

 

 

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**ITEM3.  Quantitative and QualitativeDisclosure About Market Risk**

 

For quantitative andqualitative disclosures about market risk, see Item 7A, “Quantitative andQualitative Disclosures About Market Risk,” of our Annual Report on Form 10-Kfor the year ended December 31, 2007.  Our exposures to market risk have not changedmaterially since December 31, 2007.

 

**ITEM 4T. Controls and Procedures**

** **

**Evaluation of Disclosure Controls and Procedures**

** **

We maintain disclosurecontrols and procedures that are designed to ensure that information requiredto be disclosed in our Exchange Act reports is recorded, processed, summarizedand reported within the time periods specified in the SEC’s rules andforms, and that such information is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief Financial Officer,as appropriate, to allow timely decisions regarding required disclosure basedclosely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) ofthe Exchange Act.  Notwithstanding theforegoing, a control system, no matter how well designed and operated, canprovide only reasonable, not absolute, assurance that it will detect or uncoverfailures within the Company to disclose material information otherwise requiredto be set forth in our periodic reports. Also, we have investments in certain unconsolidated entities.  As we do not control these entities, ourdisclosure controls and procedures with respect to such entities arenecessarily substantially more limited than those we maintain with respect toour consolidated subsidiaries.

 

As of the end of theperiod covered by this report, we carried out an evaluation, under thesupervision and with the participation of our management, including ourPresident and our Treasurer, of the effectiveness of the design and operationof our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by thisreport, our President and Treasurer concluded that our disclosure controls andprocedures were effective to give reasonable assurances to the timelycollection, evaluation and disclosure of information relating to the Companythat would potentially be subject to disclosure under the Securities ExchangeAct of 1934, as amended, and the rules and regulations promulgatedthereunder.

 

We are not currentlyrequired to comply with Section 404 (Management’s Annual Report onInternal Control Over Financial Reporting) of the Sarbanes-Oxley Act of 2002because we are not an “accelerated filer,” as defined by Rule 12b-2 underthe Exchange Act.  We are in the processof continuously improving our internal controls over financial reportingprocesses and procedures for our financial reporting so that our management canreport on these processes and procedures when required to do so.

 

**Changes in Internal Control over Financial Reporting**

** **

Therehave been no significant changes in our internal control over financialreporting during the quarter ended September 30, 2008, that has materiallyaffected, or is reasonably likely to materially affect, our internal controlover financial reporting.

 

**PART II                 OTHER INFORMATION**

** **

**ITEM 1.                  LEGAL PROCEEDINGS**

** **

As of September 30,2008, we were not involved in any material litigation nor, to management’sknowledge, is any material litigation threatened against us or our portfolioother than routine litigation arising in the ordinary course of business orlitigation that is adequately covered by insurance.

 

On December 6, 2006,SL Green announced that it and RARC had reached an agreement in principal withthe plaintiffs to settle the previously disclosed class action lawsuitsrelating to the Merger.  The settlement,which has been executed by all parties, and will be presented to the New Yorkcourt for approval, provides (1) for certain contingent profit sharingparticipations for former RARC stockholders relating to specified assets, noneof which are owned by ROP, (2) for potential payments to former RARCstockholders of amounts relating to Reckson’s interest in contingent profitsharing participations in connection with the sale of certain Long Islandindustrial properties in a prior transaction, none of which are owned by ROP,and (3) for the dismissal by the plaintiffs of all actions with prejudiceand customary releases of all defendants and related parties.

 

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##### **Table of Contents**

 

**ITEM 1A.               RISK FACTORS**

** **

## We encourage you to read “Item 1A of Part 1-RiskFactors” in the Annual Reports on Form 10-K for ROP and SL Green RealtyCorp., our 100% indirect parent company and “Item 1A of Part II-RiskFactors” in the Quarterly Report on Form 10-Q for the period ended September 30,2008 for SL Green Realty Corp.

##  

There have been nomaterial changes to the risk factors disclosed in Item 1A of Part 1 in theabove-mentioned Annual Reports on Form 10-K for the year ended December 31,2007 and “Item 1A of Part II-Risk Factors” in the Quarterly Report on Form 10-Qfor the period ended September 30, 2008 for SL Green Realty Corp.

 

| **ITEM  2.** | **UNREGISTERED  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS** |
|--------------|------------------------------------------------------------------|
| ** **   | ** **                                                       |
|         | None                                                             |

 

| **ITEM  3.** | **DEFAULTS  UPON SENIOR SECURITIES** |
|--------------|--------------------------------------|
| ** **   | ** **                           |
|         | None                                 |

 

| **ITEM  4.** | **SUBMISSION  OF MATTERS TO A VOTE OF SECURITY HOLDERS** |
|--------------|----------------------------------------------------------|
| ** **   | ** **                                               |
| ** **   | **None**                                                 |

 

| **ITEM  5.** | **OTHER  INFORMATION** |
|--------------|------------------------|
| ** **   | ** **             |
|         | None                   |

 

| **ITEM  6.** | **EXHIBITS** |
|--------------|--------------|
| ** **   | ** **   |
| (a)          | Exhibits:    |

 

| 31.1   | Certification by the  President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  filed herewith.                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                          |
| 31.2   | Certification by the  Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  filed herewith.                               |
|   |                                                                                                                                          |
| 32.1   | Certification pursuant  to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 filed herewith. |
|   |                                                                                                                                          |
| 32.2   | Certification pursuant  to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 filed herewith. |

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|   |   | RECKSON OPERATING  PARTNERSHIP, L.P. |
|--------|--------|--------------------------------------|
|   |   | By: WYOMING ACQUISITION  GP LLC      |
|   |   |                                 |
|   |   |                                 |
|   |   | By:                                  |      /s/  Gregory F. Hughes |
|   |   |                                 | Gregory F.  Hughes |
|   |   |                                 | Treasurer |

 

Date:       November 12, 2008

 

 

 

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