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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
 
  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
         FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
                       COMMISSION FILE NUMBER: 333-57103
                            ------------------------
 
                             MACK-CALI REALTY, L.P.
 
             (Exact Name of Registrant as specified in its charter)
 
                  DELAWARE                             22-3315804
      (State or other jurisdiction of                 (IRS Employer
       incorporation or organization)              Identification No.)
 
  11 COMMERCE DRIVE, CRANFORD, NEW JERSEY              07016-3599
  (Address of principal executive offices)             (Zip code)
 
                                 (908) 272-8000
              (Registrant's telephone number, including area code)
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
           (Title of Each Class)             (Name of Each Exchange on Which
                                                       Registered)
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      None
                            ------------------------
 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. /X/
 
    LOCATION OF EXHIBIT INDEX:  The index of exhibits is contained in Part IV
herein on page number 63.
 
    DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the Mack-Cali Realty
Corporation's definitive proxy statement to be issued in conjunction with the
Mack-Cali Realty Corporation's annual meeting of shareholders to be held on May
19, 1999 are incorporated by reference in Part III of this Form 10-K.
 
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<PAGE>
                               TABLE OF CONTENTS
                                   FORM 10-K
 
<TABLE>
<CAPTION>
                                                                                                            PAGE NO.
                                                                                                          -------------
<S>                                                                                                       <C>
PART I
    Item 1  Business....................................................................................            3
    Item 2  Properties..................................................................................           19
    Item 3  Legal Proceedings...........................................................................           48
    Item 4  Submission of Matters to a Vote of Security Holders.........................................           48
 
PART II
    Item 5  Market for Registrant's Common Stock and Related Stockholder Matters........................           48
    Item 6  Selected Financial Data.....................................................................           49
    Item 7  Management's Discussion and Analysis of Financial Condition and Results of Operations.......           51
    Item 7a Quantitative and Qualitative Disclosures About Market Risk..................................           61
    Item 8  Financial Statements and Supplementary Data.................................................           62
    Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........           62
 
PART III
    Item 10  Directors and Executive Officers of the Registrant.........................................           62
    Item 11  Executive Compensation.....................................................................           62
    Item 12  Security Ownership of Certain Beneficial Owners and Management.............................           62
    Item 13  Certain Relationships and Related Transactions.............................................           62
 
PART IV
    Item 14  Exhibits, Financial Statements, Schedules and Reports on Form 8-K..........................           63
</TABLE>
 
                                       2
<PAGE>
                                     PART I
 
ITEM 1. BUSINESS
 
GENERAL
 
    Mack-Cali Realty, L.P., a Delaware limited partnership, (together with its
subsidiaries, the "Operating Partnership"), is a majority-owned subsidiary of
Mack-Cali Realty Corporation, a Maryland Corporation (the "Corporation"). The
Operating Partnership owns and operates a portfolio comprised predominantly of
Class A office and office/flex properties located primarily in the Northeast, as
well as commercial real estate leasing, management, acquisition, development and
construction businesses. As of December 31, 1998, the Operating Partnership's
portfolio consisted of 249 properties, aggregating approximately 27.8 million
square feet, plus developable land. Included in the Operating Partnership's
portfolio are 244 wholly-owned properties aggregating approximately 26.8 million
square feet (collectively, the "Properties"). The Properties are comprised of
153 office properties aggregating approximately 22.5 million square feet (the
"Office Properties"), 79 office/flex properties aggregating approximately 3.9
million square feet (the "Office/Flex Properties") six industrial/warehouse
properties aggregating approximately 387,400 square feet (the
"Industrial/Warehouse Properties"), two multi-family residential complexes
consisting of 453 units, two stand-alone retail properties and two land leases.
The Operating Partnership's portfolio also includes ownership interests in
unconsolidated joint ventures which own four office properties and one
office/flex property, aggregating approximately 1.0 million square feet. See
"Investments in Unconsolidated Joint Ventures." Unless otherwise indicated, all
references to square feet represent net rentable area. As of December 31, 1998,
the Office Properties, Office/Flex Properties and Industrial/Warehouse
Properties were approximately 96.6 percent leased to over 2,400 tenants. The
Operating Partnership's portfolio is located in 12 states, primarily in the
Northeast, plus the District of Columbia.
 
    The General Partner of the Operating Partnership is the Corporation, which
has elected to be treated and operated so as to qualify as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended.
The common stock, par value $0.01 (the "Common Stock") of the Corporation is
listed on the New York Stock Exchange and the Pacific Exchange under the symbol
"CLI." Substantially all of the Corporation's interests in the Properties are
held through, and its operations are conducted through, the Operating
Partnership, or through entities controlled by the Operating Partnership. As of
March 1, 1999, 58,287,261 shares of Common Stock were outstanding. Also as of
March 1, 1999, the Corporation owned a 77.8 percent general partnership interest
in the Operating Partnership, assuming conversion of all preferred limited
partnership units of the Operating Partnership into common limited partnership
units. Without giving effect to the preferred limited partnership units of the
Operating Partnership, the Corporation would own an 86.3 percent general
partnership interest in the Operating Partnership. As used herein, the term
"Units" refers to common limited partnership interests in the Operating
Partnership. Units are redeemable for an equal number of shares of Common Stock
or cash.
 
    The Operating Partnership's strategy has been to focus its acquisition,
operation and development of office properties in markets and sub-markets where
it is, or can become, a significant and preferred owner and operator. The
Operating Partnership believes that its Properties have excellent locations and
access and are well-maintained and professionally managed. As a result, the
Operating Partnership believes that its Properties attract high quality tenants
and achieve among the highest rental, occupancy and tenant retention rates
within their markets. The Operating Partnership will continue this strategy by
expanding, through acquisitions or development in markets and sub-markets where
it has, or can achieve, similar status. Consistent with its growth strategy,
during 1998, the Operating Partnership acquired or placed in service 56 office
and office/flex properties aggregating approximately 4.9 million square feet,
for an aggregate cost of approximately $686.6 million (the "Property
Acquisitions"). In addition, the Operating Partnership acquired ownership
interests in unconsolidated joint ventures which own five office and office/
flex properties, totaling approximately 1.0 million square feet, for a net
investment of approximately $66.5 million. Management believes that the recent
trend towards rising rental and occupancy rates in the
 
                                       3
<PAGE>
Operating Partnership's sub-markets continues to present significant
opportunities for internal growth. The Operating Partnership also may develop
properties in such sub-markets, particularly with a view towards the development
of the Operating Partnership's vacant land holdings, which principally are
located adjacent to the Operating Partnership's existing properties. Management
believes that its extensive market knowledge provides the Operating Partnership
with a significant competitive advantage which is further enhanced by its strong
reputation for, and emphasis on, delivering highly responsive, professional
management services. See "Business Strategies".
 
    The principals of Cali Associates, the entity to whose business the
Operating Partnership succeeded in 1994, have been involved in the development,
leasing, management, operation and disposition of commercial and residential
properties in Northern and Central New Jersey for over 50 years and have been
primarily focusing on office building development for the past 20 years. In
January 1997, the Operating Partnership acquired 65 Class A properties located
in Westchester County, New York and Fairfield County, Connecticut, aggregating
approximately 4.1 million square feet from the Robert Martin Company, LLC and
affiliates for a total cost of approximately $450.0 million (the "RM
Transaction"). In December 1997, the Operating Partnership acquired 54 Class A
office properties, primarily in New Jersey and Texas, aggregating approximately
9.2 million square feet, from The Mack Company and Patriot American Office Group
for a total cost of approximately $1.1 billion (the "Mack Transaction"). Upon
the completion of the Mack Transaction, the Operating Partnership changed its
name from Cali Realty, L.P. to Mack-Cali Realty, L.P.
 
    The Operating Partnership's executive officers have been employed by the
Corporation and/or its predecessor companies for an average of approximately 10
years. The Operating Partnership and its predecessors have extensive development
experience, having developed 11.9 million square feet or 44.4 percent of the
Operating Partnership's portfolio.
 
    The Operating Partnership performs substantially all construction,
development, leasing, management and tenant improvements on an "in-house" basis
and is self-administered and self-managed. The Operating Partnership was formed
on May 31, 1994. The Operating Partnership's executive offices are located at 11
Commerce Drive, Cranford, New Jersey 07016, and its telephone number is (908)
272-8000. The Corporation has an internet website at "http://www.mack-cali.com".
 
                              BUSINESS STRATEGIES
 
OPERATIONS
 
    REPUTATION:  The Operating Partnership has established a reputation as a
highly-regarded landlord with an emphasis on delivering professional quality
tenant services in buildings it owns or manages. The Operating Partnership
believes that its continued success depends in part on enhancing its reputation
as an operator of choice, which will facilitate the retention of current tenants
and the attraction of new tenants. The Operating Partnership believes it
provides a superior level of service to its tenants, which in turn creates
higher than average occupancy rates, as well as lower than average turnover.
 
    COMMUNICATION WITH TENANTS:  The Operating Partnership's property management
department emphasizes frequent communication with tenants to ensure first-class
service to the Properties. Property managers generally are located on site at
the Properties to provide convenient access to management and to ensure that the
Properties are well-maintained. Property management's primary responsibility is
ensuring that buildings are operated at peak efficiency in order to meet both
the Operating Partnership's and tenants' needs and expectations. The property
managers additionally budget and oversee capital improvements and building
system upgrades to enhance the Properties' competitive advantages in their
markets.
 
    Additionally, the Operating Partnership's leasing department develops and
maintains long-term relationships with its diverse tenant base, and coordinates
leasing, expansion, relocation and build-to-suit
 
                                       4
<PAGE>
opportunities within its portfolio. This approach allows the Operating
Partnership to offer office space in the appropriate size and location to
current or prospective tenants in any of its sub-markets.
 
GROWTH
 
    INTERNAL GROWTH:  The Operating Partnership's objectives are to maximize
growth in funds from operations and to enhance the value of its portfolio
through effective management, acquisition and development strategies. The
Operating Partnership seeks to maximize the value of its existing portfolio
through implementing operating strategies to produce increased effective rental
and occupancy rates and decreased concession and tenant installation costs. The
Operating Partnership believes that it has a unique opportunity for internal
growth through re-leasing space at higher effective rents with contractual rent
increases and developing or redeveloping space for its diverse base of high
credit tenants, which include AT&T Corporation, Allstate Insurance Company and
International Business Machines Corporation. In addition, the Operating
Partnership's management seeks volume discounts to take advantage of the
Operating Partnership's size and dominance in particular sub-markets, and
operating efficiencies through the use of in-house management, leasing,
marketing, financing, accounting, legal and construction functions. The
Operating Partnership believes these combined factors should provide the
Operating Partnership with sustainable internal growth over the next several
years.
 
    EXTERNAL GROWTH:  The Operating Partnership also believes that opportunities
exist to increase funds from operations by acquiring or developing properties
with attractive returns in sub-markets where, based on its expertise in leasing,
managing and operating properties, it is, or can become, a significant and
preferred owner and operator. The Operating Partnership will acquire, invest in
or develop additional properties that: (i) provide attractive initial yields
with significant potential for growth in cash flow from operations; (ii) are
well located, of high quality and competitive in their respective sub-markets;
(iii) are located in its existing sub-markets or in sub-markets in which the
Operating Partnership can become a significant and preferred owner or operator;
and (iv) have been under-managed or are otherwise capable of improved
performance through intensive management, capital improvements and/or leasing
that will result in increased occupancy and rental revenues.
 
    DEVELOPMENT:  In addition, the Operating Partnership owns 238 acres of land
held for development, on which it can build up to approximately 10 million
square feet of office space. The Operating Partnership may selectively develop
buildings where such development will result in a favorable risk-adjusted return
on investment in coordination with the above operating strategies. Such
development will primarily occur only when leases have been executed prior to
construction, in stable sub-markets where the demand for such space exceeds
available supply and where the Operating Partnership is, or can become, a
significant and preferred owner and operator.
 
FINANCIAL
 
    The Operating Partnership currently intends to maintain a ratio of debt to
total market capitalization (total debt of the Operating Partnership as a
percentage of the total market value of issued and outstanding units, including
interests redeemable therefor, plus total debt) of approximately 50 percent or
less. Although there is no limit in the Operating Partnership's organizational
documents on the amount of indebtedness that the Operating Partnership may
incur, the Operating Partnership has entered into certain financial agreements
which contain covenants that limit the Operating Partnership's ability to incur
indebtedness under certain circumstances. As of December 31, 1998, the Operating
Partnership's total debt constituted approximately 38.5 percent of the total
market capitalization of the Operating Partnership. The Operating Partnership
will utilize the most appropriate sources of capital for future acquisitions,
development, capital improvements and other investments, which may include funds
from operating activities, short-term and long-term borrowings (including draws
on the Operating Partnership's revolving credit facilities), and issuances of
debt securities or additional equity securities.
 
                                       5
<PAGE>
EMPLOYEES
 
    As of December 31, 1998, the Operating Partnership had no employees. The
Corporation had over 450 employees.
 
COMPETITION
 
    The leasing of real estate is highly competitive. The Properties compete for
tenants with lessors and developers of similar properties located in its
respective markets primarily on the basis of location, rent charged, services
provided, and the design and condition of the Properties. The Operating
Partnership also experiences competition when attempting to acquire desirable
real estate, including competition from domestic and foreign financial
institutions, other REITs, life insurance companies, pension trusts, trust
funds, partnerships and individual investors.
 
REGULATIONS
 
    Many laws and governmental regulations are applicable to the Properties and
changes in these laws and regulations, or their interpretation by agencies and
the courts, occur frequently.
 
    Under various laws and regulations relating to the protection of the
environment, an owner of real estate may be held liable for the costs of removal
or remediation of certain hazardous or toxic substances located on or in the
property. These laws often impose liability without regard to whether the owner
was responsible for, or even knew of, the presence of such substances. The
presence of such substances may adversely affect the owner's ability to rent or
sell the property or to borrow using such property as collateral and may expose
it to liability resulting from any release of, or exposure to, such substances.
Persons who arrange for the disposal or treatment of hazardous or toxic
substances at another location may also be liable for the costs of removal or
remediation of such substances at the disposal or treatment facility, whether or
not such facility is owned or operated by such person. Certain environmental
laws impose liability for release of asbestos-containing materials into the air,
and third parties may also seek recovery from owners or operators of real
properties for personal injury associated with asbestos-containing materials and
other hazardous or toxic substances. In connection with the ownership (direct or
indirect), operation, management and development of real properties, the
Operating Partnership may be considered an owner or operator of such properties
or as having arranged for the disposal or treatment of hazardous or toxic
substances and, therefore, potentially liable for removal or remediation costs,
as well as certain other related costs, including governmental penalties and
injuries to persons and property.
 
    There can be no assurance that (i) future laws, ordinances or regulations
will not impose any material environmental liability, (ii) the current
environmental condition of the Properties will not be affected by tenants, by
the condition of land or operations in the vicinity of the Properties (such as
the presence of underground storage tanks), or by third parties unrelated to the
Operating Partnership, or (iii) the Operating Partnership's assessments reveal
all environmental liabilities and that there are no material environmental
liabilities of which the Operating Partnership is aware. If compliance with the
various laws and regulations, now existing or hereafter adopted, exceeds the
Operating Partnership's budgets for such items, the Operating Partnership's
ability to make expected distributions to unitholders could be adversely
affected.
 
    There are no other laws or regulations which have a material effect on the
Operating Partnership's operations, other than typical federal, state and local
laws affecting the development and operation of real property, such as zoning
laws.
 
INDUSTRY SEGMENTS
 
    The Operating Partnership operates in only one industry segment-real estate.
The Operating Partnership does not have any foreign operations and its business
is not seasonal.
 
                                       6
<PAGE>
RECENT DEVELOPMENTS
 
    The Operating Partnership's funds from operations (after adjustment for
straight-lining of rents) for the year ended December 31, 1998 was $216.9
million as compared to $111.8 million for the year ended December 31, 1997. As a
result of the Operating Partnership's improved operating performance, in
September 1998, the Corporation announced a 10 percent increase in its regular
quarterly dividend and distribution, commencing with the third quarter of 1998,
from $0.50 per share ($2.00 per share of Common Stock on an annualized basis) to
$0.55 per share of Common Stock ($2.20 per share of Common Stock on an
annualized basis). The Corporation declared a cash dividend of $0.55 per share
on December 15, 1998 to shareholders of record on January 6, 1999. Also, on that
date, the Operating Partnership declared a cash distribution to the limited
partners in the Operating Partnership of $0.55 per Unit. The dividend and
distributions were paid on January 26, 1999.
 
    In 1998, the Operating Partnership:
 
    - acquired 52 operating properties aggregating 4.7 million square feet at a
      total cost of approximately $663.6 million,
 
    - placed in service four properties aggregating 218,600 square feet at a
      total cost of approximately $23.0 million,
 
    - acquired seven redevelopment properties/developable land parcels at a
      total cost of approximately $41.4 million, and
 
    - acquired interests in unconsolidated joint ventures with an investment of
      approximately $66.5 million at December 31, 1998.
 
    These transactions increased the total square footage of the Operating
Partnership's portfolio by 26.7 percent.
 
                                       7
<PAGE>
OPERATING PROPERTY ACQUISITIONS
 
    The Operating Partnership acquired the following operating properties during
the year ended December 31, 1998:
<TABLE>
<CAPTION>
ACQUISITION                                                                                       # OF
DATE                 PROPERTY/PORTFOLIO NAME                         LOCATION                    BLDGS.     SQUARE FEET
-----------  ---------------------------------------  ---------------------------------------  -----------  ------------
<S>          <C>                                      <C>                                      <C>          <C>
OFFICE
-----------
2/05/98      500 West Putnam Avenue(b)                Greenwich, Fairfield County, CT                   1       121,250
2/25/98      10 Mountainview Road                     Upper Saddle River, Bergen County, NJ             1       192,000
3/12/98      1250 Capital of Texas Highway South      Austin, Travis County, TX                         1       270,703
3/27/98      Prudential Business Campus(c)            Parsippany, Morris County, NJ                     5       703,451
3/27/98      Pacifica Portfolio- Phase I(d)(e)        Denver & Colorado Springs, CO                    10       620,017
3/30/98      Morris County Financial Center           Parsippany, Morris County, NJ                     2       301,940
5/13/98      3600 South Yosemite                      Denver, Denver County, CO                         1       133,743
5/22/98      500 College Road East(f)                 Princeton, Mercer County, NJ                      1       158,235
6/01/98      1709 New York Ave./1400 L Street N.W.    Washington, D.C.                                  2       325,000
6/03/98      400 South Colorado Boulevard             Denver, Denver County, CO                         1       125,415
6/08/98      Pacifica Portfolio--Phase II(d)(e)(g)    Denver & Colorado Springs, CO                     6       514,427
7/16/98      4200 Parliament Drive(h)                 Lanham, Prince George's County, MD                1       122,000
9/10/98      40 Richards Avenue(d)                    Norwalk, Fairfield County, CT                     1       145,487
9/15/98      Seven Skyline Drive(i)                   Hawthorne, Westchester County, NY                 1       109,000
                                                                                                       --
                                                                                                            ------------
  TOTAL OFFICE PROPERTY ACQUISITIONS:                                                                  34     3,842,668
                                                                                                       --
                                                                                                            ------------
OFFICE/FLEX
-----------
1/30/98      McGarvey Portfolio(j)                    Moorestown, Burlington County, NJ                17       748,660
7/14/98      1510 Lancer Road(k)                      Moorestown, Burlington County, NJ                 1        88,000
                                                                                                       --
                                                                                                            ------------
  TOTAL OFFICE/FLEX PROPERTY ACQUISITIONS:                                                             18       836,660
                                                                                                       --
                                                                                                            ------------
TOTAL OPERATING PROPERTY ACQUISITIONS:                                                                 52     4,679,328
                                                                                                       --
                                                                                                       --
                                                                                                            ------------
                                                                                                            ------------
 
<CAPTION>
             INVESTMENT BY
ACQUISITION    OPERATING
DATE          PARTNERSHIP
-----------  --------------
<S>          <C>
             (IN THOUSANDS)
OFFICE
-----------
2/05/98        $   20,125
2/25/98            24,754
3/12/98            37,266
3/27/98           130,437
3/27/98            74,966
3/30/98            52,763
5/13/98            13,555
5/22/98            21,334
6/01/98            90,385
6/03/98            12,147
6/08/98            85,910
7/16/98            15,807
9/10/98            19,587
9/15/98            13,379
 
             --------------
  TOTAL OFF    $  612,415
 
             --------------
OFFICE/FLEX
-----------
1/30/98        $   47,526
7/14/98             3,700
 
             --------------
  TOTAL OFF    $   51,226
 
             --------------
TOTAL OPERA    $  663,641
 
             --------------
             --------------
</TABLE>
 
PROPERTIES PLACED IN SERVICE
 
    The Operating Partnership placed in service the following properties through
the completion of development or redevelopment during the year ended December
31, 1998:
<TABLE>
<CAPTION>
DATE PLACED                                                                                        # OF
IN SERVICE                 PROPERTY NAME                              LOCATION                    BLDGS.     SQUARE FEET
------------  ---------------------------------------  ---------------------------------------  -----------  ------------
<S>           <C>                                      <C>                                      <C>          <C>
OFFICE
------------
1/15/98       224 Strawbridge Drive                    Moorestown, Burlington County, NJ                 1        74,000
8/01/98       228 Strawbridge Drive                    Moorestown, Burlington County, NJ                 1        74,000
                                                                                                        --
                                                                                                             ------------
  TOTAL OFFICE PROPERTIES PLACED IN SERVICE:                                                             2       148,000
                                                                                                        --
                                                                                                             ------------
OFFICE/FLEX
------------
6/08/98       Two Center Court                         Totowa, Passaic County, NJ                        1        30,600
10/23/98      650 West Avenue                          Stamford, Fairfield County, CT                    1        40,000
                                                                                                        --
                                                                                                             ------------
  TOTAL OFFICE/FLEX PROPERTIES PLACED IN SERVICE:                                                        2        70,600
                                                                                                        --
                                                                                                             ------------
TOTAL PROPERTIES PLACED IN SERVICE:                                                                      4       218,600
                                                                                                        --
                                                                                                        --
                                                                                                             ------------
                                                                                                             ------------
 
<CAPTION>
              INVESTMENT BY
DATE PLACED     OPERATING
IN SERVICE    PARTNERSHIP(A)
------------  --------------
<S>           <C>
              (IN THOUSANDS)
OFFICE
------------
1/15/98         $    7,796
8/01/98              7,986
 
              --------------
  TOTAL OFFI    $   15,782
 
              --------------
OFFICE/FLEX
------------
6/08/98         $    2,231
10/23/98             4,952
 
              --------------
  TOTAL OFFI    $    7,183
 
              --------------
TOTAL PROPER    $   22,965
 
              --------------
              --------------
</TABLE>
 
------------------------------
 
See footnotes to this schedule on subsequent page.
 
                                       8
<PAGE>
------------------------------
 
Footnotes to schedules on previous page:
 
(a) Unless otherwise noted, transactions were funded by the Operating
    Partnership with funds primarily made available through draws on the
    Operating Partnership's credit facilities.
 
(b) The acquisition was funded with cash as well as the assumption of mortgage
    debt (estimated fair value of approximately $12,104, with annual effective
    interest rate of 6.52 percent.)
 
(c) The acquisition was funded primarily from proceeds received from the sale of
    2,705,628 shares of common stock. Also included in the acquisition, but
    excluded from this schedule, is (i) Nine Campus Drive in which the Operating
    Partnership has a 50 percent interest through an unconsolidated joint
    venture (see "Investments in Unconsolidated Joint Ventures"), and (ii)
    developable land adjacent to the acquired portfolio (see "Redevelopment
    Properties/Developable Land Acquisitions.")
 
(d) The acquisition was funded with cash and the issuance of Units to the seller
    (see Note 9 to the Financial Statements).
 
(e) The Operating Partnership may be required to pay additional consideration
    due to earn-out provisions in the agreement. The Operating Partnership is
    under contract to acquire two remaining office buildings, encompassing
    95,360 square feet (for an aggregate price of approximately $12,300).
 
(f) The property was acquired subject to a ground lease, which is prepaid
    through 2031, and has two 10-year renewal options, at rent levels as defined
    in the lease agreement.
 
(g) Also included in the acquisition, but excluded from this schedule, is
    developable land adjacent to the acquired portfolio (see "Redevelopment
    Properties/Developable Land Acquisitions.")
 
(h) Includes land adjacent to the operating property, which may be sub-divided
    for future development.
 
(i) The property was acquired through the exercise of a purchase option obtained
    in the RM Transaction. The acquisition was funded with cash, net of the
    repayment by the seller of the remaining balance of the RM Note Receivable
    (see Note 7 to the Financial Statements).
 
(j) The acquisition was funded with cash as well as the assumption of mortgage
    debt (aggregate estimated fair value of approximately $8,354, with weighted
    average annual effective interest rate of 6.24 percent.) The Operating
    Partnership is under contract to acquire an additional four office/flex
    properties and has a right of first refusal to acquire six additional
    office/flex properties.
 
(k) The property was acquired through the exercise of a purchase option obtained
    in the acquisition of the McGarvey portfolio in January 1998.
 
REDEVELOPMENT PROPERTIES/DEVELOPABLE LAND ACQUISITIONS
 
    On January 23, 1998, the Operating Partnership acquired 10 acres of vacant
land in the Stamford Executive Park, located in Stamford, Fairfield County,
Connecticut for approximately $1.3 million, funded from the Operating
Partnership's cash reserves. In October 1998, the Operating Partnership
completed and placed in service a 40,000 square-foot office/flex property on the
acquired land (see "Properties Placed in Service.")
 
    On February 2, 1998, the Operating Partnership acquired 2115 Linwood Avenue,
a 68,000 square-foot vacant office building located in Fort Lee, Bergen County,
New Jersey. The building was acquired for approximately $5.2 million, which was
made available from drawing on one of the Operating Partnership's credit
facilities. The Operating Partnership is currently redeveloping the property for
future lease-up and operation.
 
    On March 27, 1998, as part of the purchase of the Prudential Business Campus
(see "Operating Property Acquisitions"), the Operating Partnership acquired
approximately 95 acres of vacant land adjacent to the operating properties for
approximately $27.5 million.
 
    On June 8, 1998, as part of the Pacifica portfolio-phase II acquisition (see
"Operating Property Acquisitions"), the Operating Partnership acquired vacant
land adjacent to the operating properties for approximately $2.0 million.
 
                                       9
<PAGE>
    On September 4, 1998, the Operating Partnership acquired approximately 128
acres of vacant land located at the Horizon Center Business Park, Hamilton
Township, Mercer County, New Jersey, through the exercise of a purchase option
obtained in the Operating Partnership's acquisition of the Horizon Center
Business Park in November 1995. The land was acquired for approximately $1.7
million, which was funded from the Operating Partnership's cash reserves.
 
    On November 10, 1998, the Operating Partnership acquired approximately 10.1
acres of land located at Three Vaughn Drive, Princeton, Mercer County, New
Jersey. The Operating Partnership acquired the land for approximately $2.1
million, which was funded from the Operating Partnership's cash reserves.
 
    On December 3, 1998, the Operating Partnership acquired approximately 2.7
acres of land located at 12 Skyline Drive, Hawthorne, Westchester County, New
York. The Operating Partnership acquired the land for approximately $1.5
million, which was funded from the Operating Partnership's cash reserves.
 
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
 
    The following is a summary of the Operating Partnership's net investment in
unconsolidated joint ventures as of December 31, 1998:
 
<TABLE>
<CAPTION>
                                                                                                     OPERATING
                                                                                                   PARTNERSHIP'S
                                                                                                        NET
UNCONSOLIDATED JOINT VENTURE                                                                         INVESTMENT
------------------------------------------------------------------------------------------------  ----------------
<S>                                                                                               <C>
                                                                                                   (IN THOUSANDS)
Pru-Beta 3......................................................................................     $   17,980
HPMC............................................................................................         17,578
G&G Martco......................................................................................         10,964
American Financial Exchange L.L.C...............................................................         10,983
Ramland Realty Associates L.L.C.................................................................          4,851
Ashford Loop Associates L.P.....................................................................          4,152
                                                                                                  ----------------
Total...........................................................................................     $   66,508
                                                                                                  ----------------
                                                                                                  ----------------
</TABLE>
 
    PRU-BETA 3 (NINE CAMPUS DRIVE):  On March 27, 1998, the Operating
Partnership acquired a 50 percent interest in an existing joint venture with The
Prudential Insurance Company of America ("Prudential"), known as Pru-Beta 3,
which owns and operates Nine Campus Drive, a 156,495 square-foot office
building, located in the Mack-Cali Business Campus (formerly Prudential Business
Campus) office complex in Parsippany, Morris County, New Jersey. The Operating
Partnership performs management and leasing services for the property owned by
the joint venture.
 
    HPMC (CONTINENTAL GRAND II/SUMMIT RIDGE/LAVA RIDGE):  On April 23, 1998, the
Operating Partnership entered into a joint venture agreement with HCG
Development, L.L.C. and Summit Partners I, L.L.C. to form HPMC Development
Partners, L.P. and, on July 21, 1998, entered into a second joint venture named
HPMC Lava Ridge Partners, L.P. with these same parties. HPMC Development
Partners, L.P.'s efforts have focused on two development projects, commonly
referred to as Continental Grand II and Summit Ridge. Continental Grand II is a
4.2 acre site located in El Segundo, Los Angeles County, California, acquired by
the venture upon which it has commenced construction of a 237,000 square-foot
office property. Summit Ridge is a 7.3 acre site located in San Diego, San Diego
County, California, acquired by the venture upon which it has commenced
construction of a 132,000 square-foot office/flex property.   HPMC Lava Ridge
Partners, L.P. has commenced construction of three two-story buildings
aggregating 183,200 square-feet of office space on a 12.1 acre site located in
Roseville, Placer County, California. The Operating Partnership is required to
make capital contributions to the ventures totaling up to $26.6 million,
pursuant to the partnership agreements. Among other things, the partnership
agreements provide for a preferred return on the Operating Partnership's
invested capital in each venture, in addition to 50 percent of such venture's
profit above such preferred returns, as defined in each agreement.
 
                                       10
<PAGE>
    G&G MARTCO (CONVENTION PLAZA):  On April 30, 1998, the Operating Partnership
acquired a 49.9 percent interest in an existing joint venture, known as G&G
Martco, which owns Convention Plaza, a 305,618 square-foot office building
located in San Francisco, San Francisco County, California. A portion of its
initial investment was financed through the issuance of Units (see Note 9 to the
Financial Statements), as well as funds drawn from the Operating Partnership's
credit facilities. The Operating Partnership performs management and leasing
services for the property owned by the joint venture.
 
    AMERICAN FINANCIAL EXCHANGE L.L.C.:  On May 20, 1998, the Operating
Partnership entered into a joint venture agreement with Columbia Development
Corp. to form American Financial Exchange L.L.C. The venture was initially
formed to acquire land for future development, located on the Hudson River
waterfront in Jersey City, Hudson County, New Jersey, adjacent to the Operating
Partnership's Harborside property. The Operating Partnership holds a 50 percent
interest in the joint venture. Among other things, the partnership agreement
provides for a preferred return on the Operating Partnership's invested capital
in the venture, in addition to the Operating Partnership's proportionate share
of the venture's profit, as defined in the agreement. The joint venture has
acquired land on which it has constructed a parking facility, which is currently
leased to a parking operator under a 10-year agreement. Such parking facility
serves a ferry service between the Operating Partnership's Harborside Financial
Center and Manhattan.
 
    RAMLAND REALTY ASSOCIATES L.L.C. (ONE RAMLAND ROAD):  On August 20, 1998,
the Operating Partnership entered into a joint venture agreement with S.B. New
York Realty Corp. to form Ramland Realty Associates L.L.C. The venture was
formed to own, manage and operate One Ramland Road, a 232,000 square-foot
office/flex building plus adjacent developable land, located in Orangeburg,
Rockland County, New York. The office/flex building is being redeveloped for
future lease-up and operation. The Operating Partnership holds a 50 percent
interest in the joint venture.
 
    ASHFORD LOOP ASSOCIATES L.P. (1001 SOUTH DAIRY ASHFORD/2100 WEST LOOP
SOUTH):  On September 18, 1998, the Operating Partnership entered into a joint
venture agreement with Prudential to form Ashford Loop Associates L.P. The
venture was formed to own, manage and operate 1001 South Dairy Ashford, a
130,000 square-foot office building acquired on September 18, 1998 and 2100 West
Loop South, a 168,000 square-foot office building acquired on November 25, 1998,
both located in Houston, Harris County, Texas. The Operating Partnership holds a
20 percent interest in the joint venture. The joint venture may be required to
pay additional consideration due to earn-out provisions in the acquisition
contracts. The Operating Partnership performs management and leasing services
for the properties owned by the joint venture.
 
FINANCING ACTIVITY
 
    During 1998, the Corporation issued approximately 8.0 million shares in
several offerings and sales of its common stock (at a weighted average price of
$37.38 per share) raising aggregate net proceeds of approximately $288.4
million. Concurrent with these offerings and sales, the Corporation purchased
from the Operating Partnership approximately 8.0 million Units, for
approximately $288.4 million. Additionally, during 1998, in conjunction with the
funding of several of its property acquisitions as well as redemption of certain
of the contingent units issued in the Mack Transaction, the Operating
Partnership issued a total of approximately 3.1 million Units and 19,694
preferred operating partnership units (convertible into 568,369 Units), with a
total value of approximately $126.3 million at time of issuance.
 
    In October 1998, the Operating Partnership entered into a forward treasury
rate lock agreement with a commercial bank. The agreement locked an interest
rate of 4.089 percent per annum for the three-year U.S. Treasury Note effective
November 4, 1999, on a notional amount of $50.0 million. The agreement will be
used to fix the Index Rate on $50.0 million of the Harborside mortgages, for
which the Operating Partnership's interest rate re-sets for three years
beginning November 4, 1999 to the interpolated three-year U.S. Treasury Note
plus 110 basis points (see Note 9 to the Financial Statements--"Harborside
Mortgages").
 
                                       11
<PAGE>
    In August 1998, the Board of Directors of the Corporation authorized a share
repurchase program under which the Corporation was permitted to purchase up to
$100.0 million of the Corporation's outstanding Common Stock. Purchases could be
made from time to time in open market transactions at prevailing prices or
through privately-negotiated transactions. Subsequently, the Corporation
purchased in the open market, for constructive retirement, 854,700 shares of its
outstanding Common Stock for an aggregate cost of approximately $25.1 million.
Concurrent with these purchases, the Corporation sold to the Operating
Partnership 854,700 Units for approximately $25.1 million.
 
    On April 30,1998, the Operating Partnership retired a $200 million term loan
which it obtained from Prudential Securities Credit Corp. on December 10, 1997.
Such loan had a one-year term and bore interest at 110 basis points over
one-month LIBOR.
 
    Also on April 30, 1998, The Operating Partnership obtained a loan in the
amount of $150 million from The Prudential Insurance Company of America. Such
loan has a seven year term and bears interest at an effective rate of 7.1
percent.
 
    On April 17, 1998, the Operating Partnership repaid in full and terminated
the Original Unsecured Facility and obtained a new unsecured revolving credit
facility (the "1998 Unsecured Facility") in the amount of $870.0 million from a
group of 26 lender banks. In July 1998, the 1998 Unsecured Facility was expanded
to $900.0 million with the addition of two new lender banks into the facility,
bringing the total number of participants to 28. In December 1998, the 1998
Unsecured Facility was further expanded to $1.0 billion. The 1998 Unsecured
Facility has a three-year term and bore interest at 110 basis points over LIBOR.
In November 1998, with the Operating Partnership's achievement of investment
grade unsecured debt ratings, the interest rate was reduced to 90 basis points
over LIBOR.
 
    The Operating Partnership has three investment grade credit ratings. Duff &
Phelps Credit Rating Co. ("DCR") and Standard & Poors Rating Services ("S&P")
have each assigned their BBB rating to prospective senior unsecured debt
offerings of the Operating Partnership. DCR and S&P have also assigned their
BBB- rating to prospective preferred stock offerings of the Company. Moody's
Investors Service has assigned its Baa3 rating to prospective senior unsecured
debt of the Operating Partnership and its Ba1 rating to prospective preferred
stock offerings of the Company.
 
                                       12
<PAGE>
RISK FACTORS
 
    Our results from operations and ability to pay distributions on our equity
and debt service on our indebtedness may be affected by the risk factors set
forth below. All investors should consider the following risk factors before
deciding to purchase securities of the Operating Partnership. The Operating
Partnership refers to itself as "we" or "our" in the following risk factors.
 
WE ARE DEPENDENT UPON THE ECONOMICS OF THE NORTHEASTERN OFFICE MARKETS.
 
    A majority of our revenues are derived from our properties located in the
Northeast, particularly in New Jersey, New York, Pennsylvania and Connecticut.
Adverse economic developments in these states could adversely impact the
operations of our properties and, therefore, our profitability. Because our
portfolio consists primarily of office and office/flex buildings (as compared to
a more diversified real estate portfolio), a decline in the economy and/or a
decline in the demand for office space may adversely affect our ability to make
distributions or payments to our investors.
 
OUR PERFORMANCE IS SUBJECT TO RISKS ASSOCIATED WITH THE REAL ESTATE INDUSTRY.
 
    GENERAL:  Our ability to make distributions or payments to our investors
depends on the ability of our properties to generate funds in excess of
operating expenses (including scheduled principal payments on debt and capital
expenditure requirements). Events or conditions that are beyond our control may
adversely affect our operations and the value of our properties. Such events or
conditions could include:
 
    - changes in the general economic climate;
 
    - changes in local conditions such as oversupply of office space or a
      reduction in demand for office space;
 
    - decreased attractiveness of our properties to potential tenants;
 
    - competition from other office and office/flex buildings;
 
    - our inability to provide adequate maintenance;
 
    - increased operating costs, including insurance premiums and real estate
      taxes, due to inflation and other factors which may not necessarily be
      offset by increased rents;
 
    - changes in laws and regulations (including tax, environmental and housing
      laws and regulations) and agency or court interpretations of such laws and
      regulations and the related costs of compliance;
 
    - changes in interest rate levels and the availability of financing;
 
    - the inability of a significant number of tenants to pay rent;
 
    - our inability to rent office space on favorable terms; and
 
    - civil unrest, earthquakes and other natural disasters or acts of God that
      may result in uninsured losses.
 
    FINANCIALLY DISTRESSED TENANTS MAY BE UNABLE TO PAY RENT:  If a tenant
defaults, we may experience delays and incur substantial costs in enforcing our
rights as landlord and protecting our investments. If a tenant files for
bankruptcy, a potential court judgment rejecting and terminating such tenant's
lease could adversely affect our ability to make distributions or payments to
our investors.
 
    ILLIQUIDITY OF REAL ESTATE LIMITS OUR ABILITY TO ACT QUICKLY:  Real estate
investments are relatively illiquid. Such illiquidity may limit our ability to
react quickly in response to changes in economic and other conditions. If we
want to sell an investment, we might not be able to dispose of that investment
in the time period we desire, and the sales price of that investment might not
recoup or exceed the amount of our
 
                                       13
<PAGE>
investment. The prohibition in the Internal Revenue Code of 1986, as amended,
and related regulations on a real estate investment trust holding property for
sale also may restrict our ability to sell property. In addition, we acquired a
significant number of our properties from individuals to whom we issued limited
partnership units as part of the purchase price. In connection with the
acquisition of these properties, in order to preserve such individual's tax
deferral, we contractually agreed not to sell or otherwise transfer the
properties for a specified period of time, subject to certain exceptions. The
above limitations on our ability to sell our investments could adversely affect
our ability to make distributions or payments to our investors.
 
    AMERICANS WITH DISABILITIES ACT COMPLIANCE COULD BE COSTLY:  Under the
Americans with Disabilities Act of 1990, all public accommodations and
commercial facilities must meet certain federal requirements related to access
and use by disabled persons. Compliance with the ADA requirements could involve
removal of structural barriers from certain disabled persons' entrances. Other
federal, state and local laws may require modifications to or restrict further
renovations of our properties with respect to such accesses. Although we believe
that our properties are substantially in compliance with present requirements,
noncompliance with the ADA or related laws or regulations could result in the
United States government imposing fines or private litigants being awarded
damages against us. Such costs may adversely affect our ability to make
distributions or payments to our investors.
 
    ENVIRONMENTAL PROBLEMS ARE POSSIBLE AND MAY BE COSTLY:  Various federal,
state and local laws and regulations subject property owners or operators to
liability for the costs of removal or remediation of certain hazardous or toxic
substances located on or in the property. These laws often impose liability
without regard to whether the owner or operator was responsible for or even knew
of the presence of such substances. The presence of or failure to properly
remediate hazardous or toxic substances may adversely affect our ability to
rent, sell or borrow against contaminated property. Various laws and regulations
also impose liability on persons who arrange for the disposal or treatment of
hazardous or toxic substances at another location for the costs of removal or
remediation of such substances at the disposal or treatment facility. These laws
often impose liability whether or not the person arranging for such disposal
ever owned or operated the disposal facility. Certain other environmental laws
and regulations impose liability on owners or operators of property for injuries
relating to the release of asbestos-containing materials into the air. As owners
and operators of property and as potential arrangers for hazardous substance
disposal, we may be liable under such laws and regulations for removal or
remediation costs, governmental penalties, property damage, personal injuries
and related expenses. Payment of such costs and expenses could adversely affect
our ability to make distributions or payments to our investors.
 
    COMPETITION FOR ACQUISITIONS MAY RESULT IN INCREASED PRICES FOR
PROPERTIES:  We plan to acquire additional properties in New Jersey, New York
and Pennsylvania and in the Northeast generally. We may be competing for
investment opportunities with entities that have greater financial resources and
more experienced managers. Several office building developers and real estate
companies may compete with us in seeking properties for acquisition, land for
development and prospective tenants. Such competition may adversely affect our
ability to make distributions or payments to our investors by:
 
    - reducing the number of suitable investment opportunities offered to us;
 
    - increasing the bargaining power of property owners;
 
    - interfering with our ability to attract and retain tenants;
 
    - increasing vacancies which lowers market rental rates and limits our
      ability to negotiate rental rates; and/or
 
    - adversely affecting our ability to minimize expenses of operation.
 
                                       14
<PAGE>
    DEVELOPMENT OF REAL ESTATE COULD BE COSTLY:  As part of our operating
strategy, we may acquire land for development under certain conditions. Included
among the risks of the real estate development business are the following, which
may adversely affect our ability to make distributions or payments to our
investors:
 
    - financing for development projects may not be available on favorable
      terms;
 
    - long-term financing may not be available upon completion of construction;
      and
 
    - failure to complete construction on schedule or within budget may increase
      debt service expense and construction costs.
 
DEBT FINANCING COULD ADVERSELY AFFECT OUR ECONOMIC PERFORMANCE
 
    SCHEDULED DEBT PAYMENTS AND REFINANCING COULD ADVERSELY AFFECT OUR FINANCIAL
CONDITION:  We are subject to the risks normally associated with debt financing.
These risks, including the following, may adversely affect our ability to make
distributions or payments to our investors:
 
    - our cash flow may be insufficient to meet required payments of principal
      and interest;
 
    - payments of principal and interest on borrowings may leave us with
      insufficient cash resources to pay operating expenses;
 
    - we may not be able to refinance indebtedness on our properties at
      maturity; and
 
    - if refinanced, the terms of refinancing may not be as favorable as the
      original terms of the related indebtedness.
 
    As of December 31, 1998, we had outstanding an aggregate of approximately
$743.2 million of mortgage indebtedness (in addition to borrowings under our
revolving credit facilities). As of December 31, 1998, we had outstanding
borrowings of $671.6 million under our revolving credit facilities (with
aggregate borrowing capacity of $1.1 billion). The outstanding borrowings were
comprised of $671.6 million from our unsecured $1.0 billion credit facility,
with no outstanding borrowings on our $100.0 million credit facility. We may
have to refinance the principal due on our indebtedness at maturity, and we may
not be able to refinance any indebtedness we incur in the future.
 
    If we are unable to refinance our indebtedness on acceptable terms, or at
all, events or conditions that may adversely affect our ability to make
distributions or payments to our investors include the following:
 
    - we may need to dispose of one or more of our properties upon
      disadvantageous terms;
 
    - prevailing interest rates or other factors at the time of refinancing
      could increase interest rates and, therefore, our interest expense;
 
    - if we mortgage property to secure payment of indebtedness and are unable
      to meet mortgage payments, the mortgagee could foreclose upon such
      property or appoint a receiver to receive an assignment of our rents and
      leases; and
 
    - foreclosures upon mortgaged property could create taxable income without
      accompanying cash proceeds and, therefore, hinder our ability to meet the
      real estate investment trust distribution requirements of the Internal
      Revenue Code.
 
    RISING INTEREST RATES MAY ADVERSELY AFFECT OUR CASH FLOW:  Outstanding
borrowings under our revolving credit facilities of approximately $671.6 million
(as of December 31, 1998) and approximately $80.2 million (as of December 31,
1998) of our mortgage indebtedness bear interest at variable rates. We may incur
additional indebtedness in the future that also bears interest at variable
rates. Variable rate debt creates higher debt service requirements if market
interest rates increase. Higher debt service requirements could adversely affect
our ability to make distributions or payments to our investors or cause us to
default under certain debt covenants.
 
                                       15
<PAGE>
    OUR DEGREE OF LEVERAGE COULD ADVERSELY AFFECT OUR CASH FLOW:  We fund
acquisition opportunities and development partially through short-term
borrowings (including our revolving credit facilities), as well as out of
undistributed cash. We expect to refinance projects purchased with short-term
debt either with long-term indebtedness or equity financing depending upon the
economic conditions at the time of refinancing. The Board of Directors of
Mack-Cali Realty Corporation, our general partner, has a general policy of
limiting the ratio of our indebtedness to total market capitalization (total
debt as a percentage of the total market value of the issued and outstanding
shares of Mack-Cali Realty Corporation's common stock, including interests
redeemable therefore, plus total debt) of 50 percent or less, although there is
no limit in Mack-Cali Realty Corporation's or our organizational documents on
the amount of indebtedness that we may incur. However, we have entered into
certain financial agreements which contain financial and operating covenants
that limit our ability under certain circumstances to incur additional secured
and unsecured indebtedness. The Board of Directors could alter or eliminate its
current policy on borrowing at any time at its discretion. If this policy were
changed, we could become more highly leveraged, resulting in an increase in debt
service that could adversely affect our cash flow and our ability to make
distributions or payments to our investors and could cause an increased risk of
default on our obligations.
 
    ANY UNSECURED INDEBTEDNESS THAT WE MAY ISSUE IS EFFECTIVELY SUBORDINATED TO
OUR SECURED INDEBTEDNESS AND INDEBTEDNESS OF OUR SUBSIDIARIES: Any unsecured
indebtedness that we may issue will be effectively subordinated to any of our
secured indebtedness to the extent of the value of the assets securing such
indebtedness and indebtedness of our subsidiaries. As of December 31, 1998, our
total secured indebtedness (including secured indebtedness issued by our
subsidiaries) was approximately $743.2 million. Consequently, in the event we
are involved in a bankruptcy, liquidation, dissolution, reorganization or
similar proceeding, the holders of any secured indebtedness will be entitled to
proceed against the collateral that secures any such secured indebtedness, and
such collateral will not be available for satisfaction of any amounts owned
under our unsecured indebtedness, including the notes. In addition, in the event
of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding
of our subsidiaries, holders of indebtedness of our subsidiaries (whether
secured or unsecured) and trade creditors of our subsidiaries generally will be
entitled to payment of their claims from the assets of those subsidiaries before
any assets are made available for distribution to us.
 
WE ARE DEPENDENT ON OUR KEY PERSONNEL WHOSE CONTINUED SERVICE IS NOT GUARANTEED.
 
    We are dependent upon our executive officers for strategic business
direction and real estate experience. While we believe that we could find
replacements for these key personnel, loss of their services could adversely
affect our operations. We have entered into an employment agreement (including
non-competition provisions) which provides for a continuous five-year employment
term with each of Thomas A. Rizk, Mitchell E. Hersh, Brant B. Cali, John R.
Cali, Timothy M. Jones, Barry Lefkowitz and Roger W. Thomas. We do not have key
man life insurance for our executive officers.
 
A YEAR 2000 FAILURE COULD DISRUPT OUR OPERATIONS.
 
    The year 2000 problem is the result of computer programs and embedded chips
using a two-digit format, as opposed to four digits, to indicate the year. Such
computer systems may be unable to interpret dates beyond the year 1999, which
could cause a system failure or other computer errors, leading to disruptions in
operations. The failure to correct a material year 2000 problem could result in
an interruption in, or a failure of, certain normal business activities or
cooperations. Such failures could materially and adversely affect our results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the year 2000 problem, resulting in part from the uncertainty of the
year 2000 readiness of third-party vendors and tenants, we are unable to
determine at this time whether the consequences of year 2000 failures will have
a material impact on our results of operations, liquidity or financial
condition. See "Item 7--Management's Discussion and Analysis of Financial
Condition and Results of Operations."
 
                                       16
<PAGE>
CONSEQUENCES OF FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST COULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION.
 
    FAILURE TO MAINTAIN OWNERSHIP LIMITS COULD CAUSE OUR GENERAL PARTNER TO LOSE
ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST:  In order for Mack-Cali
Realty Corporation to maintain its qualification as a real estate investment
trust, not more than 50 percent in value of its outstanding stock may be
actually and/or constructively owned by five or fewer individuals (as defined in
the Internal Revenue Code to include certain entities). Mack-Cali Realty
Corporation has limited ownership of the outstanding shares of its common stock
by any single stockholder to 9.8 percent of the outstanding shares of its common
stock. The Board of Directors of Mack-Cali Realty Corporation could waive this
restriction if it was satisfied, based upon the advice of tax counsel or
otherwise, that such action would be in the best interests of Mack-Cali Realty
Corporation and would not affect its qualifications as a real estate investment
trust. Common stock of Mack-Cali Realty Corporation acquired or transferred in
breach of the limitation may be redeemed by Mack-Cali Realty Corporation for the
lesser of the price paid and the average closing price for the 10 trading days
immediately preceding redemption or sold at the direction of Mack-Cali Realty
Corporation. Mack-Cali Realty Corporation may elect to redeem such shares of
common stock for limited partnership units, which are nontransferable except in
very limited circumstances. Any transfer of shares of common stock which, as a
result of such transfer, causes Mack-Cali Realty Corporation to be in violation
of any ownership limit will be deemed void. Although Mack-Cali Realty
Corporation currently intends to continue to operate in a manner which will
enable Mack-Cali Realty Corporation to continue to qualify as a real estate
investment trust, it is possible that future economic, market, legal, tax or
other considerations may cause Mack-Cali Realty Corporation's Board of Directors
to revoke the election for Mack-Cali Realty Corporation to qualify as a real
estate investment trust. Under Mack-Cali Realty Corporation's organizational
documents, its Board of Directors can make such revocation without the consent
of Mack-Cali Realty Corporation's stockholders.
 
    In addition, the consent of the holders of at least 85 percent of our
partnership units is required: (1) to merge (or permit the merger of) us with
another unrelated person, pursuant to a transaction in which we are not the
surviving entity; (2) to dissolve, liquidate or wind us up; or (3) to convey or
otherwise transfer all or substantially all of our assets. Mack-Cali Realty
Corporation, as our general partner, owns approximately 77.8 percent of our
outstanding partnership units (assuming conversion of all preferred limited
partnership units).
 
    TAX LIABILITIES AS A CONSEQUENCE OF FAILURE TO QUALIFY AS A REAL ESTATE
INVESTMENT TRUST:  Mack-Cali Realty Corporation has elected to be treated and
has operated so as to qualify as a real estate investment trust for federal
income tax purposes since its taxable year ended December 31, 1994. Although
Mack-Cali Realty Corporation believes it will continue to operate in such
manner, we cannot guarantee that Mack-Cali Realty Corporation will do so.
Qualification as a real estate investment trust involves the satisfaction of
various requirements (some on an annual and quarterly basis) established under
highly technical and complex tax provisions of the Internal Revenue Code.
Because few judicial or administrative interpretations of such provisions exist
and qualification determinations are fact sensitive, we cannot assure you that
Mack-Cali Realty Corporation will qualify as a real estate investment trust for
any taxable year.
 
    If Mack-Cali Realty Corporation fails to qualify as a real estate investment
trust in any taxable year, it will be subject to the following:
 
    - it will not be allowed a deduction for dividends to shareholders;
 
    - it will be subject to federal income tax at regular corporate rates,
      including any alternative minimum tax, if applicable; and
 
    - unless it is entitled to relief under certain statutory provisions, it
      will not be permitted to qualify as a real estate investment trust for the
      four taxable years following the year during which it was disqualified.
 
                                       17
<PAGE>
    A loss of Mack-Cali Realty Corporation's status as a real estate investment
trust could have an adverse effect on us. Failure to qualify as a real estate
investment trust also would eliminate the requirement that Mack-Cali Realty
Corporation pay dividends to its shareholders.
 
    OTHER TAX LIABILITIES:  Even if Mack-Cali Realty Corporation qualifies as a
real estate investment trust, it is subject to certain federal, state and local
taxes on our income and property and, in some circumstances, certain other state
taxes. Our net income from third party management and tenant improvements, if
any, also may be subject to federal income tax.
 
    RISK OF CHANGES IN THE TAX LAW APPLICABLE TO REAL ESTATE INVESTMENT
TRUSTS:  Since the Internal Revenue Service, the United States Treasury
Department and Congress frequently review federal income tax legislation, we
cannot predict whether, when or to what extent new federal tax laws,
regulations, interpretations or rulings will be adopted. Any of such legislative
action may prospectively or retroactively modify our and Mack-Cali Realty
Corporation's tax treatment and, therefore, may adversely affect taxation of us,
Mack-Cali Realty Corporation and/or investors.
 
THERE MAY BE NO PUBLIC MARKET FOR OUR UNSECURED INDEBTEDNESS.
 
    We may issue debt securities for which there is no active trading market. If
traded after their initial issuance, such securities may trade at a discount
from their initial offering price, depending upon prevailing interest rates, the
market for similar securities, our financial condition and performance and other
factors beyond our control, including general economic conditions. We may not
list our debt securities on any securities exchange.
 
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS.
 
    The Operating Partnership considers portions of this information to be
forward-looking statements. Although the Operating Partnership believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
achieved.
 
                                       18
<PAGE>
    ITEM 2.   PROPERTIES
 
    PROPERTY LIST
 
    As of December 31, 1998, the Operating Partnership's Properties consisted of
237 in-service office, office/flex and industrial/warehouse properties, ranging
from one to 19 stories, as well as two multi-family residential properties, two
stand-alone retail properties, two land leases and a redevelopment office
property. The Properties are located primarily in the Northeast. The Properties
are easily accessible from major thoroughfares and are in close proximity to
numerous amenities. The Properties contain a total of approximately 26.8 million
square feet, with the individual properties ranging from approximately 6,600 to
761,200 square feet. The Properties, managed by on-site employees, generally
have attractively landscaped sites, atriums and covered parking in addition to
quality design and construction. The Operating Partnership's tenants include
many service sector employers, including a large number of professional firms
and national and international businesses. The Operating Partnership believes
that all of its properties are well-maintained and do not require significant
capital improvements.
 
                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)          %            ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
OFFICE PROPERTIES
 
ATLANTIC COUNTY, NEW JERSEY
 
EGG HARBOR
100 Decadon Drive......................       1987      40,422        100.0          770        770           0.18           19.05
200 Decadon Drive......................       1991      39,922         99.8          501        477           0.12           12.57
 
BERGEN COUNTY, NEW JERSEY
 
FAIR LAWN
17-17 Route 208 North..................       1987     143,000         96.0        3,391      3,327           0.80           24.70
 
FORT LEE
One Bridge Plaza.......................       1981     200,000         98.2        4,686      4,539           1.11           23.86
 
LITTLE FERRY
200 Riser Road.........................       1974     286,628        100.0        1,858      1,858           0.44            6.48
 
MONTVALE
95 Chestnut Ridge Road.................       1975      47,700        100.0          565        565           0.13           11.84
135 Chestnut Ridge Road................       1981      66,150        100.0        1,217      1,217           0.29           18.40
 
PARAMUS
140 Ridgewood Avenue...................       1981     239,680        100.0        5,141      5,128           1.22           21.45
15 East Midland Avenue.................       1988     259,823        100.0        6,749      6,749           1.60           25.98
461 From Road..........................       1988     253,554         99.8        5,993      5,991           1.42           23.68
650 From Road..........................       1978     348,510         96.7        7,538      7,535           1.79           22.37
61 South Paramus Avenue................       1985     269,191         99.0        5,596      5,556           1.33           21.00
 
ROCHELLE PARK
120 Passaic Street.....................       1972      52,000        100.0          575        575           0.14           11.06
365 West Passaic Street................       1976     212,578         84.0        3,463      3,428           0.82           19.39
 
SADDLE RIVER
1 Lake Street..........................       1994     474,801        100.0        7,465      7,465           1.77           15.72
 
UPPER SADDLE RIVER
10 Mountainview Road(7)................       1986     192,000        100.0        3,053      2,952           0.72           18.72
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
OFFICE PROPERTIES
ATLANTIC COUNTY, NEW JERSEY
EGG HARBOR
100 Decadon Drive......................       19.05   Computer Sciences Corp. (80%), United States of America--GSA (20%)
 
200 Decadon Drive......................       11.97   Computer Sciences Corp. (45%), Advanced Casino Corp. (33%), Dimensions
 
                                                        International Inc. (15%)
 
BERGEN COUNTY, NEW JERSEY
FAIR LAWN
17-17 Route 208 North..................       24.24   Lonza, Inc. (63%), Boron-Lepore Assoc., Inc. (16%)
 
FORT LEE
One Bridge Plaza.......................       23.11   PricewaterhouseCoopers LLP (26%), Broadview Associates (16%), Bozell
 
                                                        Worldwide, Inc. (16%)
 
LITTLE FERRY
200 Riser Road.........................        6.48   Ford Motor Company (34%), Dassault Falcon Jet Corp. (33%), Sanyo Fisher
 
                                                        Service Corp. (33%)
 
MONTVALE
95 Chestnut Ridge Road.................       11.84   Roussel-UCLAF Holdings Corp. (100%)
 
135 Chestnut Ridge Road................       18.40   Alliance Funding Company (100%)
 
PARAMUS
140 Ridgewood Avenue...................       21.40   AT&T Wireless Services (46%), Smith Barney Shearson Inc. (19%)
 
15 East Midland Avenue.................       25.98   AT&T Wireless Services (98%)
 
461 From Road..........................       23.68   Toys 'R' Us--NJ Inc. (96%)
 
650 From Road..........................       22.36   Western Union Financial Services, Inc. (38%)
 
61 South Paramus Avenue................       20.85   Dun & Bradstreet Software Services, Inc. (11%)
 
ROCHELLE PARK
120 Passaic Street.....................       11.06   Electronic Data Systems Corp. (100%)
 
365 West Passaic Street................       19.20   United Retail Incorporated (26%), Catalina Marketing Corp. (10%),
 
                                                        Financial Telesis Inc. (10%)
 
SADDLE RIVER
1 Lake Street..........................       15.72   Prentice-Hall Inc. (100%)
 
UPPER SADDLE RIVER
10 Mountainview Road(7)................       18.10   Thomson Minwax Company (23%), Corning Life Sciences (15%), ITT Fluid
 
                                                        Technology (14%), Professional Detailing Inc. (14%), Neuromedical
 
                                                        Systems Inc. (14%), Innapharma Inc. (10%)
 
</TABLE>
 
                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)          %            ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
WOODCLIFF LAKE
400 Chestnut Ridge Road................       1982      89,200        100.0        2,120      2,120           0.50           23.77
470 Chestnut Ridge Road................       1987      52,500        100.0        1,192      1,192           0.28           22.70
530 Chestnut Ridge Road................       1986      57,204        100.0        1,166      1,166           0.28           20.38
50 Tice Boulevard......................       1984     235,000        100.0        4,372      3,732           1.04           18.60
300 Tice Boulevard.....................       1991     230,000        100.0        5,022      4,951           1.19           21.83
 
BURLINGTON COUNTY, NEW JERSEY
 
MOORESTOWN
224 Strawbridge Drive(7)...............       1984      74,000         63.4          800        734           0.19           17.05
228 Strawbridge Drive(7)...............       1984      74,000        100.0          597        459           0.14            8.07
 
ESSEX COUNTY, NEW JERSEY
 
MILLBURN
150 J.F. Kennedy Parkway...............       1980     247,476        100.0        6,572      6,565           1.56           26.56
 
ROSELAND
101 Eisenhower Parkway.................       1980     237,000         95.2        4,084      3,800           0.97           18.10
103 Eisenhower Parkway.................       1985     151,545         94.1        3,195      2,934           0.76           22.40
 
HUDSON COUNTY, NEW JERSEY
 
JERSEY CITY
95 Christopher Columbus Drive..........       1989     621,900        100.0       12,717     11,552           3.02           20.45
Harborside Financial Center Plaza I....       1983     400,000         98.8        3,264      3,264           0.77            8.26
Harborside Financial Center Plaza II...       1990     761,200        100.0       17,145     17,047           4.06           22.52
Harborside Financial Center Plaza III..       1990     725,600        100.0       16,341     16,247           3.87           22.52
 
MERCER COUNTY, NEW JERSEY
 
PRINCETON
5 Vaughn Drive.........................       1987      98,500         94.9        2,095      2,052           0.50           22.41
400 Alexander Road.....................       1987      70,550        100.0        1,270      1,081           0.30           18.00
103 Carnegie Center....................       1984      96,000        100.0        2,038      1,929           0.48           21.23
100 Overlook Center....................       1988     149,600         99.8        3,862      3,862           0.92           25.87
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
WOODCLIFF LAKE
400 Chestnut Ridge Road................       23.77   Timeplex, Inc. (100%)
 
470 Chestnut Ridge Road................       22.70   Andermatt LP (100%)
 
530 Chestnut Ridge Road................       20.38   KPMG Peat Marwick, LLP (100%)
 
50 Tice Boulevard......................       15.88   Syncsort, Inc. (22%)
 
300 Tice Boulevard.....................       21.53   Merck-Medco Managed Care LLC (20%), Xerox Corp. (14%), Chase Manhattan
 
                                                        Mortgage Corp. (12%), Comdisco, Inc. (11%), NYCE, Corp. (11%)
 
BURLINGTON COUNTY, NEW JERSEY
MOORESTOWN
224 Strawbridge Drive(7)...............       15.64   Allstate Insurance Co. (49%)
 
228 Strawbridge Drive(7)...............        6.20   Cendant Mortgage Corporation (100%)
 
ESSEX COUNTY, NEW JERSEY
MILLBURN
150 J.F. Kennedy Parkway...............       26.53   KPMG Peat Marwick, LLP (42%), Budd Larner Gross (23%), Coldwell Banker
 
                                                        Residential Real Estate (14%)
 
ROSELAND
101 Eisenhower Parkway.................       16.84   Arthur Andersen, LLP (31%), Brach, Eichler, Rosenberg (13%)
 
103 Eisenhower Parkway.................       20.57   Ravin, Sarasohn, Cook, Baumgarten (18%), Lum, Danzis, Drasco (16%),
 
                                                        Chelsea GCA Realty Corp. (15%), Salomon Smith Barney, Inc. (11%)
 
HUDSON COUNTY, NEW JERSEY
JERSEY CITY
95 Christopher Columbus Drive..........       18.58   DLJ Securities Corp. (Pershing) (72%), NTT Data Corp. (22%)
 
Harborside Financial Center Plaza I....        8.26   Bankers Trust Harborside, Inc. (96%)
 
Harborside Financial Center Plaza II...       22.39   Dow Jones Telerate Systems, Inc. (44%), Morgan Stanley Dean Witter (30%),
 
                                                        Lewco Sercurities (11%)
 
Harborside Financial Center Plaza III..       22.39   AICPA (34%), BTM Information Services, Inc. (19%)
 
MERCER COUNTY, NEW JERSEY
PRINCETON
5 Vaughn Drive.........................       21.95   U.S. Trust Co. of NJ (19%), Woodrow Wilson National Fellowship Foundation
 
                                                        (14%), Princeton Venture Research Corp. (14%), Villeroy & Boch Tableware
 
                                                        Ltd. (11%)
 
400 Alexander Road.....................       15.32   Berlitz International Inc. (100%)
 
103 Carnegie Center....................       20.09   Ronin Development Corp. (15%), R.G. Vanderweil Engineers (14%)
 
100 Overlook Center....................       25.87   Squibb-Novo Inc. (24%), Xerox Corp. (24%), IFP North America Inc. (14%)
 
</TABLE>
 
                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)          %            ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
MIDDLESEX COUNTY, NEW JERSEY
 
EAST BRUNSWICK
377 Summerhill Road....................       1977      40,000        100.0          373        373           0.09            9.33
 
PLAINSBORO
500 College Road East(7)...............       1984     158,235        100.0        2,060      2,060           0.49           21.21
 
SOUTH BRUNSWICK
3 Independence Way.....................       1983     111,300         87.3        1,913      1,912           0.45           19.69
 
WOODBRIDGE
581 Main Street........................       1991     200,000         94.0        3,078      3,043           0.73           16.37
 
MONMOUTH COUNTY, NEW JERSEY
 
NEPTUNE
3600 Route 66..........................       1989     180,000        100.0        2,411      2,411           0.57           13.39
 
WALL TOWNSHIP
1305 Campus Parkway....................       1988      23,350         92.3          402        391           0.10           18.65
1350 Campus Parkway....................       1990      79,747         97.5        1,324      1,233           0.31           17.03
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
MIDDLESEX COUNTY, NEW JERSEY
EAST BRUNSWICK
377 Summerhill Road....................        9.33   Greater New York Mutual Insurance Company (100%)
 
PLAINSBORO
500 College Road East(7)...............       21.21   Merrill Lynch Asset Mgmt (72%), Buchanan Ingersoll P.C. (17%)
 
SOUTH BRUNSWICK
3 Independence Way.....................       19.68   Merrill Lynch Pierce Fenner & Smith (72%)
 
WOODBRIDGE
581 Main Street........................       16.19   First Investors Management Company, Inc. (38%), Cast North America Ltd.
 
                                                        (11%)
 
MONMOUTH COUNTY, NEW JERSEY
NEPTUNE
3600 Route 66..........................       13.39   The United States Life Insurance Company (100%)
 
WALL TOWNSHIP
1305 Campus Parkway....................       18.14   Centennial Cellular Corp. (41%), McLaughlin, Bennett, Gelson (35%), NJ
 
                                                        Natural Energy Co. (10%)
 
1350 Campus Parkway....................       15.86   Meridan Health Realty Corp. (22%), New Jersey National Bank/Core States
 
                                                        (17%), Stephen E. Gertler Law Office (17%), Milestone Materials Inc.
 
                                                        (16%), Hospital Computer Systems Inc. (11%)
 
</TABLE>
 
                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
 
MORRIS COUNTY, NEW JERSEY
 
FLORHAM PARK
325 Columbia Parkway...................       1987     168,144        100.0        3,749      3,279           0.89           22.30
 
PARSIPPANY
1 Sylvan Way(7)........................       1989     150,557        100.0        2,427      2,381           0.58           21.24
2 Dryden Way(7)........................       1990       6,216        100.0           51         51           0.01           10.69
2 Hilton Court(7)......................       1991     181,592        100.0        4,745      4,745           1.12           34.06
5 Sylvan Way(7)........................       1989     151,383         93.0        2,576      2,576           0.61           24.11
7 Campus Drive(7)......................       1982     154,395        100.0        1,945      1,945           0.46           16.42
7 Sylvan Way(7)........................       1987     145,983        100.0        2,229      2,229           0.53           19.90
8 Campus Drive(7)......................       1987     215,265         92.8        3,495      3,491           0.83           22.81
600 Parsippany Road....................       1978      96,000        100.0        1,592      1,542           0.38           16.58
 
MORRIS PLAINS
201 Littleton Road.....................       1979      88,369        100.0        1,703      1,702           0.40           19.27
250 Johnson Road.......................       1977      75,000        100.0        1,090      1,090           0.26           14.53
 
MORRIS TOWNSHIP
340 Mt. Kemble Avenue..................       1985     387,000        100.0        5,530      5,530           1.31           14.29
412 Mt. Kemble Avenue..................       1986     475,100        100.0        6,902      6,902           1.64           14.53
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
MORRIS COUNTY, NEW JERSEY
FLORHAM PARK
325 Columbia Parkway...................       19.50   Bressler Amery & Ross (24%), Atlantic Health Systems (12%), Dun &
 
                                                        Bradstreet Inc. (12%), QWest Communications Corp. (11%)
 
PARSIPPANY
1 Sylvan Way(7)........................       20.84   Cendant Operations Inc. (99%)
 
2 Dryden Way(7)........................       10.69   Bright Horizons Childrens Center (100%)
 
2 Hilton Court(7)......................       34.06   Deloitte & Touche USA LLP (66%), Northern Telecom Inc. (16%)
 
5 Sylvan Way(7)........................       24.11   Integrated Communications (50%), Experian Information Solution (15%)
 
7 Campus Drive(7)......................       16.42   Nabisco Inc. (100%)
 
7 Sylvan Way(7)........................       19.90   Nabisco Inc. (100%)
 
8 Campus Drive(7)......................       22.78   Prudential Insurance Co. (31%), Bay Networks Inc. (27%), MCI
 
                                                        Telecommunications Corp. (18%), Ayco Company LP (13%)
 
600 Parsippany Road....................       16.06   Metropolitan Life Insurance Co. (36%), IBM Corporation (30%)
 
MORRIS PLAINS
201 Littleton Road.....................       19.26   Xerox Corp. (35%), Bozell Worldwide Inc. (34%), Willis Corroon Corp. of
 
                                                        New Jersey (20%), Chep USA (11%)
 
250 Johnson Road.......................       14.53   Electronic Data Systems Corp. (100%)
 
MORRIS TOWNSHIP
340 Mt. Kemble Avenue..................       14.29   AT&T Corp. (100%)
 
412 Mt. Kemble Avenue..................       14.53   AT&T Corp. (100%)
 
</TABLE>
 
                                       23
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
PASSAIC COUNTY, NEW JERSEY
 
CLIFTON
777 Passaic Avenue.....................       1983      75,000         76.8        1,036        891           0.25           17.99
 
TOTOWA
999 Riverview Drive....................       1988      56,066         95.1          937        914           0.22           17.57
 
WAYNE
201 Willowbrook Boulevard..............       1970     178,329         99.0        2,446      2,435           0.58           13.85
 
SOMERSET COUNTY, NEW JERSEY
 
BASKING RIDGE
222 Mt. Airy Road......................       1986      49,000        100.0          434        434           0.10            8.86
233 Mt. Airy Road......................       1987      66,000        100.0          762        720           0.18           11.55
 
BRIDGEWATER
721 Route 202/206......................       1989     192,741        100.0        3,900      3,900           0.92           20.23
 
UNION COUNTY, NEW JERSEY
 
CLARK
100 Walnut Avenue......................       1985     182,555        100.0        4,105      3,579           0.97           22.49
 
CRANFORD
6 Commerce Drive.......................       1973      56,000        100.0          996        912           0.24           17.79
11 Commerce Drive(6)...................       1981      90,000         96.2          881        742           0.21           10.18
12 Commerce Drive......................       1967      72,260         90.6          594        594           0.14            9.07
20 Commerce Drive......................       1990     176,600         87.0        3,090      2,689           0.73           20.11
65 Jackson Drive.......................       1984      82,778        100.0        1,636      1,233           0.39           19.76
 
NEW PROVIDENCE
890 Mountain Road......................       1977      80,000        100.0        2,030      2,028           0.48           25.38
 
DUTCHESS COUNTY, NEW YORK
 
FISHKILL
300 South Lake Drive...................       1987     118,727         99.8        2,026      2,023           0.48           17.10
 
NASSAU COUNTY, NEW YORK
 
NORTH HEMPSTEAD
111 East Shore Road....................       1980      55,575        100.0        1,528      1,528           0.36           27.49
600 Community Drive....................       1983     206,274        100.0        4,966      4,966           1.17           24.07
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
PASSAIC COUNTY, NEW JERSEY
CLIFTON
777 Passaic Avenue.....................       15.47   Motorola Inc. (19%)
 
TOTOWA
999 Riverview Drive....................       17.14   Bank of New York (56%), Commonwealth Land Title Insurance Co. (11%),
 
                                                        Bankers Mortgage Company (10%)
 
WAYNE
201 Willowbrook Boulevard..............       13.79   The Grand Union Co. (75%), Woodward-Clyde Consultants (24%)
 
SOMERSET COUNTY, NEW JERSEY
BASKING RIDGE
222 Mt. Airy Road......................        8.86   Lucent Technologies Inc. (100%)
 
233 Mt. Airy Road......................       10.91   AT&T Corp. (100%)
 
BRIDGEWATER
721 Route 202/206......................       20.23   Allstate Insurance Company (37%), Norris, McLaughlin & Marcus, PA (31%),
 
                                                        AT&T Corp. (20%)
 
UNION COUNTY, NEW JERSEY
CLARK
100 Walnut Avenue......................       19.61   BDSI, Inc. (41%), Allstate Insurance Company (13%), The Equitable Life
 
                                                        Assurance Society of the United States (10%)
 
CRANFORD
6 Commerce Drive.......................       16.29   Kendle International Inc. (32%), PSE&G--American Resurgence (18%),
 
                                                        Columbia National, Inc. (13%)
 
11 Commerce Drive(6)...................        8.57   Northeast Administrators Inc. (10%)
 
12 Commerce Drive......................        9.07   Dames & Moore (40%), Registrar & Transfer Co. (24%)
 
20 Commerce Drive......................       17.50   PSE&G--American Resurgence (26%), Quintiles Inc. (15%)
 
65 Jackson Drive.......................       14.90   Kraft General Foods, Inc. (35%), Allstate Insurance Co. (27%), Procter &
 
                                                        Gamble Distribution Co., Inc. (18%), Unum Life Insurance Co. (14%)
 
NEW PROVIDENCE
890 Mountain Road......................       25.35   Allstate Insurance Co. (58%), Dun & Bradstreet (26%), K Line America, Inc.
 
                                                        (16%)
 
DUTCHESS COUNTY, NEW YORK
FISHKILL
300 South Lake Drive...................       17.07   Allstate Insurance Company (16%)
 
NASSAU COUNTY, NEW YORK
NORTH HEMPSTEAD
111 East Shore Road....................       27.49   Administrators For The Professions, Inc. (100%)
 
600 Community Drive....................       24.07   CMP Media, Inc. (100%)
 
</TABLE>
 
                                       24
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
ROCKLAND COUNTY, NEW YORK
 
SUFFERN
400 Rella Boulevard....................       1988     180,000         96.5        3,269      3,191           0.78           18.82
 
WESTCHESTER COUNTY, NEW YORK
 
ELMSFORD
100 Clearbrook Road(6).................       1975      60,000        100.0          693        676           0.16           11.55
101 Executive Boulevard................       1971      50,000         94.2          877        861           0.21           18.62
570 Taxter Road........................       1972      75,000         91.4        1,431      1,414           0.34           20.88
 
HAWTHORNE
1 Skyline Drive........................       1980      20,400         99.0          274        270           0.06           13.57
2 Skyline Drive........................       1987      30,000         98.9          394        394           0.09           13.28
17 Skyline Drive.......................       1989      85,000        100.0        1,103      1,103           0.26           12.98
30 Saw Mill River Road.................       1982     248,400        100.0        5,216      4,919           1.24           21.00
7 Skyline Drive(7).....................       1987     109,000         97.8          634        634           0.15           20.10
 
TARRYTOWN
200 White Plains Road..................       1982      89,000         98.5        1,767      1,702           0.42           20.16
220 White Plains Road..................       1984      89,000         83.5        1,677      1,631           0.40           22.57
 
WHITE PLAINS
1 Barker Avenue........................       1975      68,000         95.9        1,482      1,469           0.35           22.73
3 Barker Avenue........................       1983      65,300        100.0        1,380      1,351           0.33           21.13
1 Water Street.........................       1979      45,700         99.8          899        893           0.21           19.71
11 Martine Avenue......................       1987     180,000         86.1        3,441      3,410           0.82           22.20
50 Main Street.........................       1985     309,000         97.9        7,265      7,133           1.72           24.02
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
ROCKLAND COUNTY, NEW YORK
SUFFERN
400 Rella Boulevard....................       18.37   The Prudential Insurance Co. (21%), Provident Savings F.A. (20%), Allstate
 
                                                        Insurance Co. (19%), John Alden Life Insurance Co. (11%)
 
WESTCHESTER COUNTY, NEW YORK
ELMSFORD
100 Clearbrook Road(6).................       11.27   MIM Corporation (18%), Amerihealth Inc. (13%)
 
101 Executive Boulevard................       18.28   Pennysaver Group Inc. (23%), MCS Business Solutions Inc. (11%)
 
570 Taxter Road........................       20.63   Lincoln Financial Adivsors Inc. (16%), New York State United Teachers
 
                                                        Association (10%)
 
HAWTHORNE
1 Skyline Drive........................       13.37   Boxx International Corp. (50%), Childtime Childcare Inc. (49%)
 
2 Skyline Drive........................       13.28   MW Samara (56%), Perini Corp. (43%)
 
17 Skyline Drive.......................       12.98   IBM Corp. (100%)
 
30 Saw Mill River Road.................       19.80   IBM Corp. (100%)
 
7 Skyline Drive(7).....................       20.10   E.M. Industries Inc. (42%), Cortlandt Group Inc. (14%)
 
TARRYTOWN
200 White Plains Road..................       19.41   Independent Health Associates (28%), Allmerica Financial (17%), NYS Dept.
 
                                                        of Environmental CNS (13%)
 
220 White Plains Road..................       21.95   Clientsoft Inc. (13%), Eagle Family Foods Inc. (11%)
 
WHITE PLAINS
1 Barker Avenue........................       22.53   O'Connor McGuinness Conte (19%), United Skys Realty Corp. (18%)
 
3 Barker Avenue........................       20.69   Bernard C. Harris Publishing Co. Inc. (56%)
 
1 Water Street.........................       19.58   Trigen Energy Co. (48%), Stewart Title Insurance Co. (16%)
 
11 Martine Avenue......................       22.00   McCarthy Fingar Donovan (11%), David Worby (11%), Dean Witter Reynolds
 
                                                        Inc. (11%)
 
50 Main Street.........................       23.58   Heineken USA Inc. (10%), National Economic Research (10%)
 
</TABLE>
 
                                       25
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
 
YONKERS
1 Executive Boulevard..................       1982     112,000        100.0        2,270      2,209           0.54           20.27
3 Executive Plaza......................       1987      58,000         65.6          890        888           0.21           23.39
 
CHESTER COUNTY, PENNSYLVANIA
 
BERWYN
1000 Westlakes Drive...................       1989      60,696        100.0        1,361      1,359           0.32           22.42
1055 Westlakes Drive...................       1990     118,487        100.0        2,298      2,298           0.54           19.39
1205 Westlakes Drive...................       1988     130,265         99.8        2,782      2,774           0.66           21.40
1235 Westlakes Drive...................       1986     134,902         98.4        2,827      2,824           0.67           21.30
DELAWARE COUNTY, PENNSYLVANIA
 
MEDIA
1400 Providence Road--Center I.........       1986     100,000         97.9        1,969      1,908           0.47           20.11
1400 Providence Road--Center II........       1990     160,000         99.9        3,062      2,927           0.73           19.16
 
LESTER
100 Stevens Drive......................       1986      95,000         99.7        2,074      2,073           0.49           21.90
200 Stevens Drive......................       1987     208,000         99.7        4,146      4,106           0.98           19.99
300 Stevens Drive......................       1992      68,000        100.0        1,441      1,438           0.34           21.19
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
YONKERS
1 Executive Boulevard..................       19.72   Wise Contact US Optical Corp. (12%), Pedal Holdings Inc. (12%), Protective
 
                                                        Tech International (11%), York, International Agency Inc. (11%)
 
3 Executive Plaza......................       23.34   Metropolitan Life Insurance (22%), Allstate Insurance Company (20%), City
 
                                                        & Suburban Federal Savings Bank (15%)
 
CHESTER COUNTY, PENNSYLVANIA
BERWYN
1000 Westlakes Drive...................       22.39   PNC Bank, NA (38%), Drinker Biddle & Reath (24%), Manchester, Inc. (14%)
 
1055 Westlakes Drive...................       19.39   Tokai Financial Services Inc. (92%)
 
1205 Westlakes Drive...................       21.34   Provident Mutual Life Insurance Co. (35%), Oracle Corp. (30%)
 
1235 Westlakes Drive...................       21.27   Pepper Hamilton & Scheetz (18%), Ratner & Prestia (16%)
 
DELAWARE COUNTY, PENNSYLVANIA
MEDIA
1400 Providence Road--Center I.........       19.49   General Services Admin (13%), Erie Insurance Company (11%)
 
1400 Providence Road--Center II........       18.31   Barnett International (36%)
 
LESTER
100 Stevens Drive......................       21.89   SAP America, Inc. (82%)
 
200 Stevens Drive......................       19.80   PNC Bank NA (52%), Keystone Mercy Health Plan (42%)
 
300 Stevens Drive......................       21.15   SAP America, Inc. (50%), Keystone Mercy Health Plan (28%)
 
</TABLE>
 
                                       26
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
 
MONTGOMERY COUNTY, PENNSYLVANIA
 
LOWER PROVIDENCE
1000 Madison Avenue....................       1990     100,700         96.5        1,650      1,650           0.39           16.98
 
PLYMOUTH MEETING
Five Sentry Parkway East...............       1984      91,600        100.0        1,456      1,454           0.35           15.90
Five Sentry Parkway West...............       1984      38,400        100.0          640        640           0.15           16.67
1150 Plymouth Meeting Mall.............       1970     167,748        100.0        3,193      3,178           0.76           19.03
 
FAIRFIELD COUNTY, CONNECTICUT
 
GREENWICH
500 West Putnam........................       1973     121,250        100.0        2,480      2,474           0.59           22.62
 
NORWALK
40 Richards Avenue(7)..................       1985     145,487         97.1          876        863           0.21           20.03
 
SHELTON
1000 Bridgeport Avenue.................       1986     133,000        100.0        2,453      2,433           0.58           18.44
 
DISTRICT OF COLUMBIA
 
WASHINGTON
1400 L Street, NW(7)...................       1987     159,000         86.2        3,165      3,164           0.75           39.38
1709 New York Avenue, NW(7)............       1972     166,000         94.4        3,731      3,731           0.88           40.61
 
PRINCE GEORGE'S COUNTY, MARYLAND
 
LANHAM
4200 Parliament Place(7)...............       1989     122,000         80.0        1,032      1,028           0.24           22.84
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
MONTGOMERY COUNTY, PENNSYLVANIA
LOWER PROVIDENCE
1000 Madison Avenue....................       16.98   Reality Online Inc. (37%), First Chicago Nat'l Proc. (21%), Danka Corp.
 
                                                        (14%), Seton Company (12%)
 
PLYMOUTH MEETING
Five Sentry Parkway East...............       15.87   Merck & Co. Inc. (77%), Selas Fluid Processing Corp. (23%)
 
Five Sentry Parkway West...............       16.67   Merck & Co. Inc. (70%), David Cutler Group (30%)
 
1150 Plymouth Meeting Mall.............       18.95   Computer Learning Centers, Inc. (18%), Ken-Crest Services (17%), ATC Group
 
                                                        Services Inc. (15%), ECC Management Services (13%)
 
FAIRFIELD COUNTY, CONNECTICUT
GREENWICH
500 West Putnam........................       22.57   Hachette Filipacchi Magazines (27%), Great Brands of Europe Inc. (13%),
 
                                                        Winklevoss Consultants Inc. (12%), Orthapaedic Associates (11%)
 
NORWALK
40 Richards Avenue(7)..................       19.73                                       --
 
SHELTON
1000 Bridgeport Avenue.................       18.29   Weseley Software Development (22%), William Carter Company (20%), Unilever
 
                                                        Home and Personal CA (15%), Toyota Motor Credit Corp. (11%), Land Star
 
                                                        System, Inc. (11%)
 
DISTRICT OF COLUMBIA
WASHINGTON
1400 L Street, NW(7)...................       39.37   Winston & Strawn (59%)
 
1709 New York Avenue, NW(7)............       40.61   Board of Gov/Federal Reserve (71%), United States of America--GSA (13%)
 
PRINCE GEORGE'S COUNTY, MARYLAND
LANHAM
4200 Parliament Place(7)...............       22.75   Group I Software Inc. (43%), State Farm Mutual Auto Ins. Co. (11%)
 
</TABLE>
 
                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
BEXAR COUNTY, TEXAS
 
SAN ANTONIO
111 Soledad............................       1918     248,153         90.7        2,346      2,320           0.56           10.42
1777 N.E. Loop 410.....................       1986     256,137         94.8        3,533      3,504           0.84           14.55
84 N.E. Loop 410.......................       1971     187,312         89.3        2,497      2,497           0.59           14.93
200 Concord Plaza Drive................       1986     248,700         98.8        4,290      4,280           1.02           17.46
 
COLLIN COUNTY, TEXAS
 
PLANO
555 Republic Place.....................       1986      97,889         94.7        1,389      1,379           0.33           14.98
 
DALLAS COUNTY, TEXAS
 
DALLAS
3030 LBJ Freeway(6)....................       1984     367,018         93.5        5,863      5,803           1.38           17.09
3100 Monticello........................       1984     173,837         93.7        2,577      2,571           0.61           15.82
8214 Westchester.......................       1983      95,509         96.2        1,418      1,417           0.34           15.43
 
IRVING
2300 Valley View.......................       1985     142,634         97.5        2,311      2,292           0.55           16.62
 
RICHARDSON
1122 Alma Road.........................       1977      82,576        100.0          607        607           0.14            7.35
 
HARRIS COUNTY, TEXAS
 
HOUSTON
10497 Town & Country Way...............       1981     148,434         91.5        1,886      1,869           0.45           13.89
14511 Falling Creek....................       1982      70,999         84.6          650        646           0.15           10.82
1717 St. James Place...................       1975     109,574         99.0        1,299      1,278           0.31           11.97
1770 St. James Place...................       1973     103,689         99.0        1,209      1,192           0.29           11.78
5225 Katy Freeway......................       1983     112,213         91.0        1,134      1,127           0.27           11.11
5300 Memorial..........................       1982     155,099         99.4        1,956      1,952           0.46           12.69
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
BEXAR COUNTY, TEXAS
SAN ANTONIO
111 Soledad............................       10.31   SBC Communications, Inc. (34%)
 
1777 N.E. Loop 410.....................       14.43                                       --
 
84 N.E. Loop 410.......................       14.93   Pacificare of Texas, Inc. (30%), KBL Cable, Inc. (26%), Kraft General
 
                                                      Foods Inc. (25%)
 
200 Concord Plaza Drive................       17.42   Merrill Lynch Pierce Fenner Smith (12%)
 
COLLIN COUNTY, TEXAS
PLANO
555 Republic Place.....................       14.88   William Smith Enterprises (22%), Texas Health Choice (17%), Dayton Hudson
 
                                                        Corporation (14%)
 
DALLAS COUNTY, TEXAS
DALLAS
3030 LBJ Freeway(6)....................       16.91   Club Corporation of America (32%)
 
3100 Monticello........................       15.78   Insignia Commercial, Inc. (23%), Time Marketing Corporation/Evans Group
 
                                                        (12%), Heath Insurance Brokers, Inc. (10%)
 
8214 Westchester.......................       15.42   Preston Business Center, Inc. (15%), Malone Mortgage Company of America,
 
                                                        Inc. (12%), State Bank & Trust Co. (11%)
 
IRVING
2300 Valley View.......................       16.48   Nokia, Inc. (38%), Alltel Information Services, Inc. (18%), Computer Task
 
                                                        Group, Inc. (12%), Tricon Restaurant Services (11%)
 
RICHARDSON
1122 Alma Road.........................        7.35   MCI Telecommunications Corp. (100%)
 
HARRIS COUNTY, TEXAS
HOUSTON
10497 Town & Country Way...............       13.76   Vastar Resources, Inc. (23%), Texas Ohio Gas, Inc. (11%)
 
14511 Falling Creek....................       10.75   Nationwide Mutual Insurance Company (12%)
 
1717 St. James Place...................       11.78   MCX Corp (14%), Home Loan Corporation (10%)
 
1770 St. James Place...................       11.61   Neosoft Inc. (10%)
 
5225 Katy Freeway......................       11.04                                       --
 
5300 Memorial..........................       12.66   Drypers Corporation (20%), Datavox, Inc. (20%), HCI Chemicals (USA) Ltd.
 
                                                        Inc. (15%)
 
</TABLE>
 
                                       28
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
 
POTTER COUNTY, TEXAS
 
AMARILLO
6900 IH--40 West.......................       1986      71,771         74.9          522        515           0.12            9.71
 
TARRANT COUNTY, TEXAS
 
EULESS
150 West Parkway.......................       1984      74,429         99.7        1,000        997           0.24           13.48
 
TRAVIS COUNTY, TEXAS
 
AUSTIN
1250 Capital of Texas Hwy. South(7)....       1985     270,703         99.5        4,369      4,360           1.04           20.07
 
MARICOPA COUNTY, ARIZONA
 
GLENDALE
5551 West Talavi Boulevard.............       1991     181,596        100.0        1,454      1,451           0.34            8.01
 
PHOENIX
19640 North 31st Street................       1990     124,171        100.0        1,584      1,572           0.38           12.76
20002 North 19th Avenue................       1986     119,301        100.0          679        679           0.16            5.69
 
SCOTTSDALE
9060 E. Via Linda Boulevard............       1984     111,200        100.0        2,161      2,161           0.51           19.43
 
SAN FRANCISCO COUNTY, CALIFORNIA
 
SAN FRANCISCO
760 Market Street......................       1908     267,446         87.7        4,512      4,490           1.07           19.24
 
ARAPAHOE COUNTY, COLORADO
 
AURORA
750 South Richfield Street(7)..........       1997     108,240        100.0        1,642      1,642           0.39           26.75
 
DENVER
400 South Colorado Boulevard(7)........       1983     125,415         94.5        1,048      1,041           0.25           15.22
 
ENGLEWOOD
5350 South Roslyn Street (6) (7).......       1982      63,754        100.0          816        815           0.19           16.68
9359 East Nichols Avenue(7)............       1997      72,610        100.0          509        509           0.12           12.36
 
BOULDER COUNTY, COLORADO
 
BROOMFIELD
105 South Technology Court(7)..........       1997      37,574        100.0          340        340           0.08           15.95
303 South Technology Court-A(7)........       1997      34,454        100.0          290        290           0.07           10.97
303 South Technology Court-B(7)........       1997      40,416        100.0          341        341           0.08           11.00
 
LOUISVILLE
1172 Century Drive(7)..................       1996      49,566        100.0          467        467           0.11           12.28
248 Centennial Parkway(7)..............       1996      39,266         93.1          370        370           0.09           13.19
285 Century Place(7)...................       1997      69,145        100.0          617        617           0.15           15.73
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
POTTER COUNTY, TEXAS
AMARILLO
6900 IH--40 West.......................        9.58   Sitel Corporation (16%)
 
TARRANT COUNTY, TEXAS
EULESS
150 West Parkway.......................       13.44   Warrantech Automotive, Inc. (34%), Landmark BankMid-Cities (18%), Mike
 
                                                        Bowman Realtors/Century 21 (17%)
 
TRAVIS COUNTY, TEXAS
AUSTIN
1250 Capital of Texas Hwy. South(7)....       20.03   Intelliquest Inc. (14%)
 
MARICOPA COUNTY, ARIZONA
GLENDALE
5551 West Talavi Boulevard.............        7.99   Honeywell, Inc. (100%)
 
PHOENIX
19640 North 31st Street................       12.66   American Express (100%)
 
20002 North 19th Avenue................        5.69   American Express (100%)
 
SCOTTSDALE
9060 E. Via Linda Boulevard............       19.43   Sentry Insurance (63%), Rite Aid Corporation (37%)
 
SAN FRANCISCO COUNTY, CALIFORNIA
SAN FRANCISCO
760 Market Street......................       19.14   Macy's c/o Federated Department Stores (19%)
 
ARAPAHOE COUNTY, COLORADO
AURORA
750 South Richfield Street(7)..........       26.75   T.R.W. Inc. (100%)
 
DENVER
400 South Colorado Boulevard(7)........       15.12   Community Health Plan (12%), Department of Revenue (12%), Norwest Bank
 
                                                        Colorado N.A. (11%), Senter GoldFarb & Rice (10%)
 
ENGLEWOOD
5350 South Roslyn Street (6) (7).......       16.66   Westland Enterprises (17%), Business World Inc. (17%)
 
9359 East Nichols Avenue(7)............       12.36   First Tennessee Bank NA (100%)
 
BOULDER COUNTY, COLORADO
BROOMFIELD
105 South Technology Court(7)..........       15.95   Sun Microsystems Inc. (100%)
 
303 South Technology Court-A(7)........       10.97   Sun Microsystems Inc. (100%)
 
303 South Technology Court-B(7)........       11.00   Sun Microsystems Inc. (100%)
 
LOUISVILLE
1172 Century Drive(7)..................       12.28   Skyconnect Inc. (40%), Evolving Systems Inc. (22%), MCI Systemhouse Corp.
 
                                                        (22%), RX Kinetix Inc. (16%)
 
248 Centennial Parkway(7)..............       13.19   Rock Bottom Restaurants Inc. (59%), Aircell Inc. (28%)
 
285 Century Place(7)...................       15.73   HBO & Company of Georgia (100%)
 
</TABLE>
 
                                       29
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                 PERCENTAGE                          OFFICE/FLEX, AND      1998
                                                       NET         LEASED        1998       1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE       AS OF        BASE     EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR        AREA       12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT    (SQ. FT.)      (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
DENVER COUNTY, COLORADO
 
DENVER
3600 South Yosemite(7).................       1974     133,743        100.0          812        812           0.19            9.51
 
DOUGLAS COUNTY, COLORADO
 
ENGLEWOOD
384 Inverness Drive South(7)...........       1985      51,523        100.0          603        594           0.14           15.26
400 Inverness Drive(7).................       1997     111,608         99.9        1,343      1,339           0.32           21.24
5975 South Quebec Street(7)............       1996     102,877         98.7        1,728      1,725           0.41           22.18
67 Inverness Drive East(7).............       1996      54,280        100.0          489        489           0.12           11.74
 
PARKER
9777 Pyramid Court(7)..................       1995     120,281        100.0        1,021      1,021           0.24           11.06
 
EL PASO COUNTY, COLORADO
 
COLORADO SPRINGS
1975 Research Parkway(7)...............       1997     115,250         95.7          719        710           0.17           11.49
 
JEFFERSON COUNTY, COLORADO
 
LAKEWOOD
141 Union Boulevard(7).................       1985      63,600         94.7          739        720           0.18           15.99
 
HILLSBOROUGH COUNTY, FLORIDA
 
TAMPA
501 Kennedy Boulevard..................       1982     297,429         89.7        3,402      3,389           0.81           12.75
 
POLK COUNTY, IOWA
 
WEST DES MOINES
2600 Westown Parkway...................       1988      72,265         98.2        1,088      1,079           0.26           15.33
 
DOUGLAS COUNTY, NEBRASKA
 
OMAHA
210 South 16th Street..................       1894     319,535         95.0        3,225      3,216           0.76           10.62
                                                    ----------        -----    ---------  ---------         ------      -----------
Total Office Properties................             22,420,331        97.11    $ 377,828  $ 370,248          89.56      $    18.51
                                                    ----------        -----    ---------  ---------         ------      -----------
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
DENVER COUNTY, COLORADO
DENVER
3600 South Yosemite(7).................        9.51   M.D.C. Holdings Inc. (100%)
 
DOUGLAS COUNTY, COLORADO
ENGLEWOOD
384 Inverness Drive South(7)...........       15.03   Quickpen International Corp. (37%), United States of America--GSA (19%)
 
400 Inverness Drive(7).................       21.17   Convergent Communications Inc. (26%), Summit Group Inc. (22%), Compuware
 
                                                        Corp. (17%), Ani Colorado Inc./Alliance Int'l (16%)
 
5975 South Quebec Street(7)............       22.14   Northern Telecom Inc. (43%), Silicon Graphics Inc. (28%)
 
67 Inverness Drive East(7).............       11.74   T-Netix Inc. (69%), Convergent Communications Inc. (31%)
 
PARKER
9777 Pyramid Court(7)..................       11.06   Evolving System Inc. (100%)
 
EL PASO COUNTY, COLORADO
COLORADO SPRINGS
1975 Research Parkway(7)...............       11.35   Bombardier Capital Florida (69%), Concert Management Services (18%)
 
JEFFERSON COUNTY, COLORADO
LAKEWOOD
141 Union Boulevard(7).................       15.58   Arbitration Forums Inc. (18%), Special District Management (11%)
 
HILLSBOROUGH COUNTY, FLORIDA
TAMPA
501 Kennedy Boulevard..................       12.70   Fowler, White, Gillen, Boggs, Villareal & Banker, PA (33%), Raytheon
 
                                                        Engineers & Constructors, Inc. (31%)
 
POLK COUNTY, IOWA
WEST DES MOINES
2600 Westown Parkway...................       15.20   St. Paul Fire and Marine Insurance Company (19%), MCI Telecommunications
 
                                                        Corp. (14%), New England Mutual Life Insurance Company (13%), American
 
                                                        Express Financial Advisors, Inc. (12%)
 
DOUGLAS COUNTY, NEBRASKA
OMAHA
210 South 16th Street..................       10.59   Union Pacific Railroad Company (70%)
 
                                         -----------
Total Office Properties................  $    18.16
                                         -----------
</TABLE>
 
                                       30
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
OFFICE/FLEX PROPERTIES
 
BURLINGTON COUNTY, NEW JERSEY
 
BURLINGTON
3 Terri Lane(7)........................       1991      64,500          82.8         486        486            0.12           9.89
5 Terri Lane(7)........................       1992      74,555         100.0         506        505            0.12           7.37
 
MOORESTOWN
1 Executive Drive(7)...................       1989      20,570          43.0         115        115            0.03          14.12
101 Commerce Drive(7)..................       1988      64,700         100.0         335        315            0.08           5.62
101 Executive Drive(7).................       1990      29,355          84.2         205        205            0.05           9.01
102 Executive Drive(7).................       1990      64,000          80.0         321        314            0.08           6.81
1256 North Church(7)...................       1984      63,495         100.0         316        289            0.07           5.41
1507 Lancer Drive(7)...................       1995      32,700         100.0          28         28            0.01           0.93
1510 Lancer Drive(7)...................       1998      88,000         100.0         171        171            0.04           4.15
201 Commerce Drive(7)..................       1986      38,400         100.0         178        178            0.04           5.04
225 Executive Drive(7).................       1990      50,600          85.8         243        233            0.06           6.08
30 Twosome Drive(7)....................       1997      39,675         100.0         205        205            0.05           5.61
40 Twosome Drive(7)....................       1996      40,265         100.0         255        255            0.06           6.88
50 Twosome Drive(7)....................       1997      34,075         100.0         248        248            0.06           7.91
840 North Lenola(7)....................       1995      38,300         100.0         250        250            0.06           7.09
844 North Lenola(7)....................       1995      28,670         100.0         196        196            0.05           7.43
97 Foster Road(7)......................       1982      43,200         100.0         170        170            0.04           4.27
 
WEST DEPTFORD
1451 Metropolitan Drive(7).............       1996      21,600         100.0         137        137            0.03           6.89
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
OFFICE/FLEX PROPERTIES
BURLINGTON COUNTY, NEW JERSEY
BURLINGTON
3 Terri Lane(7)........................        9.89   Tempel Steel Company (18%), Signature Home Care (16%), BCM Engineers Inc.
 
                                                       (15%), General Services Administrators (10%)
 
5 Terri Lane(7)........................        7.36   Actimed Laboratories Inc. (38%), Lykes Dispensing Systems Inc. (20%), West
 
                                                       Electronics Inc. (12%)
 
MOORESTOWN
1 Executive Drive(7)...................       14.12   T.T.I. (18%)
 
101 Commerce Drive(7)..................        5.29   Beckett Corporation (100%)
 
101 Executive Drive(7).................        9.01   Bayada Nurses Inc. (24%), Total Package Marketing Inc. (20%), National
 
                                                       Service Solutions (15%)
 
102 Executive Drive(7).................        6.66   Comtrex Systems Corp. (29%), Commonwealth Scientific Corp. (21%), Judge
 
                                                       Computer (20%), Judge Imaging Systems Inc. (10%)
 
1256 North Church(7)...................        4.94   Package Coordinators Inc. (50%), James C. Anderson Associates (30%), Ketec
 
                                                       Inc. (20%)
 
1507 Lancer Drive(7)...................        0.93   Tad's Delivery Service Inc. (31%)
 
1510 Lancer Drive(7)...................        4.15   Tad's Delivery Service Inc. (100%)
 
201 Commerce Drive(7)..................        5.04   Flow Thru Metals Inc. (25%), Franchise Stores Realty Corp. (25%), RE/Com
 
                                                       Group (25%), Tropicana Products Inc. (25%)
 
225 Executive Drive(7).................        5.83   Eastern Research Inc. (33%), Schermerhorn Brothers Inc. (19%), Bioclimatic
 
                                                       Inc. (14%), Band-It Index Inc. (11%)
 
30 Twosome Drive(7)....................        5.61   Hartman Cards Inc. (28%), Sagot Office Interiors Inc. (24%), Aramark
 
                                                       Sports/Entertainment (14%), The Closet Factory (12%), C&L Packaging Inc.
 
                                                       (12%), Mosler Inc. (10%)
 
40 Twosome Drive(7)....................        6.88   Vitalink Pharmacy Services (49%), A.D.P. Inc. (37%), Bellstar Inc. (14%)
 
50 Twosome Drive(7)....................        7.91   Wells Fargo (44%), Sussex Wine Merchants (30%), McCarthy Associates Inc.
 
                                                       (14%), Inacomp Financial Services (12%)
 
840 North Lenola(7)....................        7.09   Millar Elevator Service Co. (31%), Twin Pines Construction Co. (31%),
 
                                                       Technology Service Solutions (25%), Computer Integration Services (13%)
 
844 North Lenola(7)....................        7.43   First Union National Bank (41%), Curbell Inc. (34%), James J. Martin Inc.
 
                                                       (25%)
 
97 Foster Road(7)......................        4.27   Consumer Response Company Inc. (50%), Pioneer and Company Inc. (33%),
 
                                                       Colornet Inc. (17%)
 
WEST DEPTFORD
1451 Metropolitan Drive(7).............        6.89   Garlock Bearings Inc. (100%)
 
</TABLE>
 
                                       31
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
MERCER COUNTY, NEW JERSEY
 
HAMILTON TOWNSHIP
100 Horizon Drive......................       1989      13,275        100.0          226        226           0.05           17.02
200 Horizon Drive......................       1991      45,770         85.3          445        432           0.11           11.40
300 Horizon Drive......................       1989      69,780        100.0          912        903           0.22           13.07
500 Horizon Drive......................       1990      41,205         81.9          383        357           0.09           11.35
 
MONMOUTH COUNTY, NEW JERSEY
 
WALL TOWNSHIP
1320 Wykoff Avenue.....................       1986      20,336         28.6          143        143           0.03           24.59
1324 Wykoff Avenue.....................       1987      21,168         75.0          227        195           0.05           14.30
1325 Campus Parkway....................       1988      35,000         92.9          232        221           0.06            7.14
1340 Campus Parkway....................       1992      72,502         94.6          748        659           0.18           10.91
1345 Campus Parkway(7).................       1995      76,300        100.0          699        699           0.17            9.16
1433 Highway 34........................       1985      69,020         58.2          517        435           0.12           12.87
 
PASSAIC COUNTY, NEW JERSEY
 
TOTOWA
2 Center Court(7)......................       1998      30,600         99.3          149        116           0.04            8.65
11 Commerce Way........................       1989      47,025         77.8          403        392           0.10           11.02
20 Commerce Way........................       1992      42,540         85.9          371        371           0.09           10.15
29 Commerce Way........................       1990      48,930        100.0          465        420           0.11            9.50
40 Commerce Way........................       1987      50,576        100.0          552        458           0.13           10.91
45 Commerce Way........................       1992      51,207        100.0          475        445           0.11            9.28
60 Commerce Way........................       1988      50,333        100.0          406        352           0.10            8.07
80 Commerce Way........................       1996      22,500        100.0          268        166           0.06           11.91
100 Commerce Way.......................       1996      24,600        100.0          293        169           0.07           11.91
120 Commerce Way.......................       1994       9,024        100.0           87         85           0.02            9.64
140 Commerce Way.......................       1994      26,881         99.5          261        257           0.06            9.76
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
MERCER COUNTY, NEW JERSEY
HAMILTON TOWNSHIP
100 Horizon Drive......................       17.02   HIP of New Jersey Inc. (100%)
 
200 Horizon Drive......................       11.07   O.H.M. Remediation Services Corp. (85%)
 
300 Horizon Drive......................       12.94   State of NJ/DEP (50%), McFaul & Lyons Inc. (26%), Fluor Daniel GTI (24%)
 
500 Horizon Drive......................       10.58   Anacomp Inc. (30%), Lakeview Child Center Inc. (19%), NJ Builders Assoc.
 
                                                        (14%), Diedre Moire Corp. (11%)
 
MONMOUTH COUNTY, NEW JERSEY
WALL TOWNSHIP
1320 Wykoff Avenue.....................       24.59   Lucent Technologies Inc. (29%)
 
1324 Wykoff Avenue.....................       12.28   Collectors Alliance Inc. (53%), Supply-Saver, Inc. (22%)
 
1325 Campus Parkway....................        6.80   American Press Inc. (71%), Centennial Cellular Corp. (14%)
 
1340 Campus Parkway....................        9.61   Groundwater Environmental Services Inc. (33%), GEAC Computers Inc. (22%),
 
                                                        State Farm Co. (17%), Association For Retarded Citizens (11%), Digital
 
                                                        Lightwave, Inc. (11%)
 
1345 Campus Parkway(7).................        9.16   Depot America, Inc. (37%), Quadramed Corp. (24%), De Vine Corp. (11%)
 
1433 Highway 34........................       10.83   State Farm Mutual Insurance Co. (30%), New Jersey Natural Gas Co (11%)
 
PASSAIC COUNTY, NEW JERSEY
TOTOWA
2 Center Court(7)......................        6.73   Nomadic Display (36%), Electro Rent Corp. (33%), Alpine Electronics of
 
                                                        America (30%)
 
11 Commerce Way........................       10.71   Coram Alternative Site Services (56%), Olsten Health Services (11%),
 
                                                        Siemens Electromechanical (11%)
 
20 Commerce Way........................       10.15   Motorola Inc. (45%), Siemens Fiber Optics (41%)
 
29 Commerce Way........................        8.58   Sandvik Sorting Systems, Inc. (44%), Patterson Dental Supply Inc. (23%),
 
                                                        Fujitec America Inc. (22%), Wiltel Communications LLC (11%)
 
40 Commerce Way........................        9.06   Thomson Electron Tubes (43%), Intertek Testing Services Inc. (29%),
 
                                                        Snap-On, Inc. (14%), System 3R USA Inc. (14%)
 
45 Commerce Way........................        8.69   Ericsson Radio Systems Inc. (52%), Woodward-Clyde Consultants (27%),
 
                                                        Security Technologies, Inc. (10%), Oakwood Corporate Housing (10%)
 
60 Commerce Way........................        6.99   Relectronic Service Corp. (43%), Ericsson Inc. (29%), Maxlite S.K. America
 
                                                        (14%), HW Exhibits (14%)
 
80 Commerce Way........................        7.38   Hey Diddle Diddle Inc. (40%), Idexx Veterinary Services (37%), Inter-
 
                                                        American Safety Council (12%), Bell Atlantic (11%)
 
100 Commerce Way.......................        6.87   Minolta Business Systems, Inc. (34%), Pharmamerica Inc. (34%), CCH Inc.
 
                                                        (32%)
 
120 Commerce Way.......................        9.42   Deerfield Healthcare (100%)
 
140 Commerce Way.......................        9.61   Advanced Image System Inc. (20%), MSR Publications Inc. (19%), Holder
 
                                                        Group, Inc. (11%), Alpha Testing (10%), Dairygold (10%), Showa Tool USA,
 
                                                        Inc. (10%), Telsource, Inc. (10%), Universal Hospital Services (10%)
 
</TABLE>
 
                                       32
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
 
WESTCHESTER COUNTY, NEW YORK
 
ELMSFORD
1 Westchester Plaza....................       1967      25,000        100.0          292        284           0.07           11.68
2 Westchester Plaza....................       1968      25,000        100.0          407        407           0.10           16.28
3 Westchester Plaza....................       1969      93,500        100.0        1,094      1,093           0.26           11.70
4 Westchester Plaza....................       1969      44,700         92.4          573        549           0.14           13.87
5 Westchester Plaza....................       1969      20,000        100.0          276        274           0.07           13.80
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
WESTCHESTER COUNTY, NEW YORK
ELMSFORD
1 Westchester Plaza....................       11.36   British Apparel Collection (40%), American Greeting Corp. (20%), RS Knapp
 
                                                        (20%), Thin Film Concepts Inc. (20%)
 
2 Westchester Plaza....................       16.28   Board of Cooperative Education (80%), Kin-Tronics Inc. (10%), Squires
 
                                                        Productions Inc. (10%)
 
3 Westchester Plaza....................       11.69   Apria Healthcare Inc. (32%), Kangol Headware Inc. (28%), V-Band Corp.
 
                                                        (16%), Dental Concepts Inc. (12%)
 
4 Westchester Plaza....................       13.29   Metropolitan Life (38%), EEV Inc. (34%), Arsys Innotech Corp. (13%)
 
5 Westchester Plaza....................       13.70   Kramer Scientific Corp. (26%), Rokonet Industries USA Inc. (25%), UA
 
                                                        Plumbers Education Fund (25%), Fujitsu (12%), Furniture Etc. Inc. (12%)
 
</TABLE>
 
                                       33
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
6 Westchester Plaza....................       1968      20,000         78.0          201        198           0.05           12.88
7 Westchester Plaza....................       1972      46,200        100.0          617        615           0.15           13.35
8 Westchester Plaza....................       1971      67,200        100.0          889        803           0.21           13.23
11 Clearbrook Road.....................       1974      31,800        100.0          324        323           0.08           10.19
75 Clearbrook Road.....................       1990      32,720        100.0          816        816           0.19           24.94
150 Clearbrook Road....................       1975      74,900        100.0        1,014      1,006           0.24           13.54
175 Clearbrook Road....................       1973      98,900         65.8          897        862           0.21           13.78
200 Clearbrook Road....................       1974      94,000         99.7          793        781           0.19            8.46
250 Clearbrook Road....................       1973     155,000         83.6        1,124      1,123           0.27            8.67
50 Executive Boulevard.................       1969      45,200         97.2          383        379           0.09            8.72
77 Executive Boulevard.................       1977      13,000        100.0          180        179           0.04           13.85
85 Executive Boulevard.................       1968      31,000         99.4          387        384           0.09           12.56
300 Executive Boulevard................       1970      60,000         99.7          575        575           0.14            9.61
350 Executive Boulevard................       1970      15,400         98.8          243        243           0.06           15.97
399 Executive Boulevard................       1962      80,000         89.5          930        929           0.22           12.99
400 Executive Boulevard................       1970      42,200         99.9          532        526           0.13           12.62
500 Executive Boulevard................       1970      41,600         88.3          564        559           0.13           15.35
525 Executive Boulevard................       1972      61,700        100.0          838        832           0.20           13.58
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
6 Westchester Plaza....................       12.69   Signacon Controls Inc. (28%), Xerox Corp. (28%), Girard Rubber Co. (13%)
 
7 Westchester Plaza....................       13.31   Emigrant Savings Bank (69%), Fire End Croker Corp. (22%)
 
8 Westchester Plaza....................       11.95   Mamiya America Corp. (24%), Ciba Specialty Chemicals Corp. (19%), Kubra
 
                                                        Data Transfer Ltd. (15%)
 
11 Clearbrook Road.....................       10.16   Eastern Jungle Gym (27%), MCS Marketing Group Inc. (24%), Treetops Inc.
 
                                                        (21%), Creative Medical Supplies (14%), Westchester Party Rental Inc.
 
                                                        (14%)
 
75 Clearbrook Road.....................       24.94   Evening Out Inc. (100%)
 
150 Clearbrook Road....................       13.43   Court Sports I LLC (24%), Philips Medical (18%), Transwestern Publications
 
                                                        (12%)
 
175 Clearbrook Road....................       13.25   Hypres Inc (15%)
 
200 Clearbrook Road....................        8.33   Brunschwig & Fils Inc. (39%), Proftech Corp. (20%), WYSE Technology (15%)
 
250 Clearbrook Road....................        8.67   AFP Imaging Corp. (42%), The Artina Group Inc. (14%), Conri Services Inc.
 
                                                        (11%)
 
50 Executive Boulevard.................        8.63   MMO Music Group (71%), Medical Billing Associates (22%)
 
77 Executive Boulevard.................       13.77   Bright Horizons Children (55%), WNN Corp. (45%)
 
85 Executive Boulevard.................       12.46   VREX Inc. (49%), Westhab Inc. (18%), John Caufield Fiber Optical (13%),
 
                                                        Saturn II Systems Inc. (11%)
 
300 Executive Boulevard................        9.61   Varta Batteries Inc. (44%), Princeton Ski Outlet Corp. (43%), LMG
 
                                                        International Inc. (12%)
 
350 Executive Boulevard................       15.97   Copytex Corp. (99%)
 
399 Executive Boulevard................       12.97   American Banknote Holographic (74%), Wine Enthusiast Inc. (16%)
 
400 Executive Boulevard................       12.48   Baker Engineering NY Inc. (39%), North American Van Lines (25%)
 
500 Executive Boulevard................       15.22   Original Consumer (36%), Dover Elevator (16%), Angelica Corp. (16%),
 
                                                        Charles Martine Inc.(13%)
 
525 Executive Boulevard................       13.48   Vie De France Yamasaki Inc. (59%), New York Blood Center Inc. (21%)
 
</TABLE>
 
                                       34
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
HAWTHORNE
4 Skyline Drive........................       1987      80,600         96.8        1,137      1,044           0.27           14.57
8 Skyline Drive........................       1985      50,000         98.9          682        665           0.16           13.79
10 Skyline Drive.......................       1985      20,000        100.0          278        260           0.07           13.90
11 Skyline Drive.......................       1989      45,000        100.0          670        656           0.16           14.89
15 Skyline Drive.......................       1989      55,000        100.0          856        789           0.20           15.56
200 Saw Mill River Road................       1965      51,100         99.6          537        521           0.13           10.55
 
YONKERS
1 Odell Plaza..........................       1980     106,000         98.5        1,224      1,220           0.29           11.72
5 Odell Plaza..........................       1983      38,400         99.6          498        498           0.12           13.02
7 Odell Plaza..........................       1984      42,600         99.6          636        616           0.15           14.99
4 Executive Plaza......................       1986      80,000         99.9          989        937           0.23           12.37
6 Executive Plaza......................       1987      80,000         90.4        1,056      1,040           0.25           14.60
100 Corporate Boulevard................       1987      78,000         78.5        1,208      1,206           0.29           19.73
200 Corporate Boulevard South..........       1990      84,000         99.8        1,314      1,295           0.31           15.67
 
FAIRFIELD COUNTY, CONNECTICUT
 
STAMFORD
419 West Avenue........................       1986      88,000         99.7        1,534      1,528           0.36           17.48
500 West Avenue........................       1988      25,000        100.0          332        328           0.08           13.28
550 West Avenue........................       1990      54,000        100.0          753        743           0.18           13.94
650 West Avenue(7).....................       1998      40,000        100.0          105         85           0.02           13.69
                                                    ----------        -----    ---------  ---------         ------      -----------
Total Office/Flex Properties...........              3,941,952        93.76    $  40,385  $  38,972           9.62       $   11.23
                                                    ----------        -----    ---------  ---------         ------      -----------
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
HAWTHORNE
4 Skyline Drive........................       13.38   GEC Alsthom Int'l. (60%)
 
8 Skyline Drive........................       13.45   Cityscape Corp. (62%), Reveo Inc (29%)
 
10 Skyline Drive.......................       13.00   Bi-Tronics Inc./LCA Sales Corp. (52%), Phoenix Systems Int'l (32%), Galson
 
                                                        Corp. (16%)
 
11 Skyline Drive.......................       14.58   Cube Computer (41%), Bowthorpe Holdings (19%), Agathon Machine Inc. (12%),
 
                                                        Planned Parenthood (11%)
 
15 Skyline Drive.......................       14.35   Tellabs Inc. (33%), Emisphere Technology (24%), Minolta Copier Corp. (16%)
 
200 Saw Mill River Road................       10.24   Walter Degruyter Inc. (21%), Abscoa Industries Inc. (18%), Monohans
 
                                                        Plumbing Inc. (17%), Argents Air Express Ltd. (12%)
 
YONKERS
1 Odell Plaza..........................       11.68   Court Sports II LLC (19%), Gannet Satellite Info Network (11%)
 
5 Odell Plaza..........................       13.02   Voyerta Technologies Inc. (44%), Photo File Inc. (34%), Pharmerica Inc.
 
                                                        (22%)
 
7 Odell Plaza..........................       14.52   US Postal Service (41%), TT Systems Co. (24%), Bright Horizons (16%)
 
4 Executive Plaza......................       11.72   O.K. Industries (42%), E&B Giftware Inc. (22%), Universal Outdoor
 
                                                        Advertising (12%)
 
6 Executive Plaza......................       14.38   Cablevision Systems Corp. (40%), Yonkers Savings & Loan Assoc. (11%)
 
100 Corporate Boulevard................       19.70   MonteFiore Medical Center (19%), Sempra Energy Trading Corp. (13%), Minami
 
                                                        International Corp. (12%), Medigene Inc. (11%)
 
200 Corporate Boulevard South..........       15.45   Belmay Inc. (32%), Montefiore Medical Center (23%) Advanced Viral Research
 
                                                        Corp. (20%)
 
FAIRFIELD COUNTY, CONNECTICUT
STAMFORD
419 West Avenue........................       17.42   Fuji Medical Systems USA Inc. (80%)
 
500 West Avenue........................       13.12   Stamford Associates (26%), Convergent Communications (26%), Lead Trackers
 
                                                        Inc. (20%), Seneca Media Group Inc. (17%), M. Cohen and Sons Inc. (11%)
 
550 West Avenue........................       13.76   Lifecodes Corp. (68%), Davidoff of Geneva Inc. (32%)
 
650 West Avenue(7).....................       11.08   Davidoff of Geneva (CT) Inc. (100%)
 
                                         -----------
Total Office/Flex Properties...........   $   10.81
                                         -----------
</TABLE>
 
                                       35
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PERCENTAGE OF
                                                                                                        TOTAL 1998
                                                                                                          OFFICE,
                                                                                                     OFFICE/FLEX, AND      1998
                                                       NET       PERCENTAGE                 1998        INDUSTRIAL/       AVERAGE
                                                     RENTABLE   LEASED AS OF   1998 BASE  EFFECTIVE   WAREHOUSE BASE     BASE RENT
                                           YEAR     AREA (SQ.     12/31/98       RENT       RENT           RENT         PER SQ. FT.
PROPERTY LOCATION                          BUILT       FT.)        (%)(1)      ($000)(2)  ($000)(3)         (%)           ($)(4)
---------------------------------------  ---------  ----------  -------------  ---------  ---------  -----------------  -----------
<S>                                      <C>        <C>         <C>            <C>        <C>        <C>                <C>
INDUSTRIAL/WAREHOUSE PROPERTIES
 
WESTCHESTER COUNTY, NEW YORK
 
ELMSFORD
1 Warehouse Lane.......................       1957       6,600        100.0           57         56           0.01            8.64
2 Warehouse Lane.......................       1957      10,900        100.0          114        113           0.03           10.46
3 Warehouse Lane.......................       1957      77,200        100.0          269        269           0.06            3.48
4 Warehouse Lane.......................       1957     195,500         88.9        1,855      1,826           0.44           10.67
5 Warehouse Lane.......................       1957      75,100         94.8          678        672           0.16            9.52
6 Warehouse Lane.......................       1982      22,100        100.0          504        504           0.12           22.81
                                                    ----------        -----    ---------  ---------         ------      -----------
Total Industrial/Warehouse Properties..                387,400        93.39%   $   3,477  $   3,440           0.82      $     9.61
                                                    ----------        -----    ---------  ---------         ------      -----------
Total Office, Office/Flex, and
  Industrial/ Warehouse Properties.....             26,749,683        96.56%   $ 421,690  $ 412,660         100.00      $    17.35
                                                    ----------        -----    ---------  ---------         ------      -----------
                                                    ----------        -----    ---------  ---------         ------      -----------
 
<CAPTION>
 
                                            1998
                                           AVERAGE
                                          EFFECTIVE
                                          RENT PER
                                           SQ. FT.    TENANTS LEASING 10% OR MORE OF NET RENTABLE AREA PER PROPERTY AS OF
 
PROPERTY LOCATION                          ($)(5)     12/31/98
 
---------------------------------------  -----------  --------------------------------------------------------------------------
 
<S>                                      <C>          <C>
INDUSTRIAL/WAREHOUSE PROPERTIES
WESTCHESTER COUNTY, NEW YORK
ELMSFORD
1 Warehouse Lane.......................        8.48   JP Trucking Service Inc. (100%)
 
2 Warehouse Lane.......................       10.37   RJ Bruno Roofing Inc. (55%), Savin Engineers PC (41%)
 
3 Warehouse Lane.......................        3.48   United Parcel Service (100%)
 
4 Warehouse Lane.......................       10.51   San Mar Laboratories Inc. (63%), Westinghouse Air Brake Co. (14%)
 
5 Warehouse Lane.......................        9.44   F&V Distribution Co. (62%), E & H Tire Buying Service (19%)
 
6 Warehouse Lane.......................       22.81   Conway Central Express (100%)
 
                                         -----------
Total Industrial/Warehouse Properties..  $     9.51
                                         -----------
Total Office, Office/Flex, and
  Industrial/ Warehouse Properties.....  $    16.99
                                         -----------
                                         -----------
</TABLE>
 
----------------------------------------
 
(1) Based on all leases in effect as of December 31, 1998.
 
(2) Total base rent for 1998, determined in accordance with generally accepted
    accounting principles ("GAAP"). Substantially all of the leases provide for
    annual base rents plus recoveries and escalation charges based upon the
    tenant's proportionate share of and/or increases in real estate taxes and
    certain operating costs, as defined, and the pass through of charges for
    electrical usage.
 
(3) Total base rent for 1998 minus total 1998 amortization of tenant
    improvements, leasing commissions and other concessions and costs,
    determined in accordance with GAAP.
 
(4) Base rent for 1998 divided by net rentable square feet leased at December
    31, 1998. For those properties acquired by the Operating Partnership during
    1998, amounts presented are annualized, as per Note 7.
 
(5) Effective rent for 1998 divided by net rentable square feet leased at
    December 31, 1998. For those properties acquired by the Operating
    Partnership during 1998, amounts presented are annualized, as per Note 7.
 
(6) Excludes office space leased by the Operating Partnership from base rent,
    effective rent and per square foot amounts.
 
(7) As this property was acquired or placed in service by the Operating
    Partnership during 1998, the amounts represented in 1998 base rent and 1998
    effective rent reflect only that portion of the year during which the
    Operating Partnership owned or placed the property in service. Accordingly,
    these amounts may not be indicative of the property's full year results. For
    comparison purposes, the amounts represented in 1998 average base rent per
    sq. ft. and 1998 average effective rent per sq. ft. for this property have
    been calculated by taking 1998 base rent and 1998 effective rent for such
    property and annualizing these partial-year results, dividing such
    annualized amounts by the net rentable square feet leased at December 31,
    1998. These annualized per square foot amounts may not be indicative of the
    property's results had the Operating Partnership owned or placed such
    property in service for the entirety of 1998.
 
                                       36
<PAGE>
RETAIL PROPERTIES
 
    The Operating Partnership owned two stand-alone retail properties as of
December 31, 1998, described below:
 
    The Operating Partnership owns an 8,000 square foot restaurant, constructed
in 1986, located at 2 Executive Plaza in the South Westchester Executive Park in
Yonkers, Westchester County, New York. The restaurant is 100 percent leased to
Magic at Yonkers, Inc. for use as a Red Robin restaurant under a 25-year lease.
The lease currently provides for fixed annual base rent of $265,000, with
fully-reimbursed real estate taxes, and operating expenses escalated based on
the consumer price index ("CPI") over a base year CPI. The lease, which expires
in June 2012, includes scheduled rent increases in July 2002 to approximately
$300,000 annually, and in July 2007 to approximately $345,000 annually. The
lease also provides for additional rent calculated as a percentage of sales over
a specified sales amount, as well as for two five-year renewal options. 1998
total base rent for the property, calculated in accordance with GAAP, was
approximately $301,356.
 
    The Operating Partnership also owns a 9,300 square foot restaurant,
constructed in 1984, located at 230 White Plains Road, Tarrytown, Westchester
County, New York. The restaurant is 100 percent leased to TGI Fridays under a
10-year lease which provides for fixed annual base rent of approximately
$195,000, with fully-reimbursed real estate taxes, and operating expenses
escalated based on CPI over a base year CPI. The lease, which expires in August
2004, also provides for additional rent calculated as a percentage of sales over
a specified sales amount, as well as for four five-year renewal options. 1998
total base rent for the property, calculated in accordance with GAAP, was
approximately $195,000.
 
LAND LEASES
 
    The Operating Partnership owned two land leases as of December 31, 1998,
described below:
 
    The Operating Partnership leases land to Star Enterprises, where a 2,264
square-foot Texaco gas station was constructed, located at 1 Enterprise
Boulevard in Yonkers, Westchester County, New York. The 15-year, triple-net land
lease provided for annual rent of approximately $125,000 through January 1998,
with an increase to approximately $145,000 annual rent through April 30, 2005.
The lease also provides for two five-year renewal options. 1998 total base rent
under this lease, calculated in accordance with GAAP, was approximately
$143,972.
 
    The Operating Partnership also leases five acres of land to Rake Realty,
where a 103,500 square-foot office building exists, located at 700 Executive
Boulevard, Elmsford, Westchester County, New York. The 22-year, triple-net land
lease provides for fixed annual rent plus a CPI adjustment every five years, and
expires in November 2000. 1998 total base rent under this lease, calculated in
accordance with GAAP, was approximately $96,456. The lease also provides for
several renewal options which could extend the lease term for an additional 30
years.
 
MULTI-FAMILY RESIDENTIAL PROPERTIES
 
    The Operating Partnership owned two multi-family residential properties, as
of December 31, 1998, described below:
 
    TENBY CHASE APARTMENTS, DELRAN, BURLINGTON COUNTY, NEW JERSEY:  The
Operating Partnership's multi-family residential property, known as the Tenby
Chase Apartments, was built in 1970. The property contains 327 units, comprised
of 196 one-bedroom units and 131 two-bedroom units, with an average size of
approximately 1,235 square feet per unit. The property had an average monthly
rental rate of approximately $721 per unit during 1998 and was approximately
98.2 percent leased as of December 31, 1998. The property had 1998 total base
rent of approximately $2.8 million, which represented approximately 0.6 percent
of the Company's 1998 total base rent. The average occupancy rate for the
property in each of 1998, 1997 and 1996 was 96.0 percent, 95.5 percent, and 95.3
percent, respectively.
 
                                       37
<PAGE>
    25 MARTINE AVENUE, WHITE PLAINS, WESTCHESTER COUNTY, NEW YORK:  The
Operating Partnership's multi-family residential property, acquired in the RM
Transaction and known as 25 Martine Avenue, was built in 1987. The property
contains 124 residential units, comprised of 18 studio units, 71 one-bedroom
units and 35 two-bedroom units, with an average size of approximately 722 square
feet per unit. The property had an average monthly rental rate of approximately
$1,497 per unit during 1998 and was 97.6 percent leased as of December 31, 1998.
The property also has retail space. The property had 1998 total base rent of
approximately $2.3 million, which represented approximately 0.5 percent of the
Company's 1998 total base rent. The average occupancy rate for the property in
each of 1998, 1997 and 1996 was 96.4 percent, 97.6 percent, and 96.4 percent,
respectively.
 
REDEVELOPMENT OFFICE PROPERTY
 
    As of December 31, 1998, the Operating Partnership owned 2115 Linwood
Avenue, a 68,000 square-foot vacant office building located in Fort Lee, Bergen
County, New Jersey, which the Company is redeveloping for future lease-up and
operation.
 
OCCUPANCY
 
    The table below sets forth the year-end percentage of square feet leased in
the Operating Partnership's in-service Properties for the last five years:
 
<TABLE>
<CAPTION>
                                 PERCENTAGE OF
YEAR ENDED DECEMBER 31,     SQUARE FEET LEASED (%)
-------------------------  -------------------------
<S>                        <C>
1998.............                       96.6
1997.............                       95.8
1996.............                       96.4
1995.............                       92.5
1994.............                       93.2
</TABLE>
 
                                       38
<PAGE>
SIGNIFICANT TENANTS
 
    The following table sets out a schedule of the Operating Partnership's 20
largest tenants, for wholly-owned properties as of December 31, 1998, based upon
annualized base rents:
<TABLE>
<CAPTION>
                                                                          PERCENTAGE OF                     PERCENTAGE OF
                                                        ANNUALIZED    OPERATING PARTNERSHIP    SQUARE         OPERATING
                                        NUMBER OF      BASE RENTAL       ANNUALIZED BASE        FEET         PARTNERSHIP
                                       PROPERTIES       REVENUE(1)     RENTAL REVENUE (%)      LEASED     LEASED SQ.FT. (%)
                                     ---------------  --------------  ---------------------  ----------  -------------------
<S>                                  <C>              <C>             <C>                    <C>         <C>
AT&T Corporation...................             5     $   13,825,038              3.2           971,501             3.8
Donaldson, Lufkin & Jenrette
  Securities Corp..................             1          7,943,706              1.8           420,672             1.7
AT&T Wireless Services.............             2          7,826,368              1.8           365,593             1.4
International Business Machines
  Corporation......................             6          7,639,928              1.8           396,912             1.6
Dow Jones Telerate Systems Inc.....             1          7,436,452              1.7           373,132             1.5
Nabisco Inc. ......................             3          5,921,014              1.4           321,735             1.3
Allstate Insurance Company.........             9          5,829,329              1.3           270,796             1.1
Prentice-Hall Inc. ................             1          5,794,893              1.3           474,801             1.9
Toys "R" Us--NJ, Inc. .............             1          5,342,672              1.2           242,518             1.0
American Institute of Certified
  Public Accountants (AICPA).......             1          4,981,357              1.1           249,768             1.0
CMP Media Inc......................             1          4,826,107              1.1           206,274             0.8
Board of Gov./Federal
  Reserve..........................             1          4,432,397              1.0           117,008             0.5
Winston & Strawn...................             1          3,765,833              0.9            94,283             0.4
KPMG Peat Marwick, LLP.............             2          3,510,412              0.8           161,760             0.6
Bankers Trust Harborside Inc.......             1          3,272,500              0.8           385,000             1.5
Morgan Stanley Dean Witter.........             1          3,188,532              0.7           179,131             0.7
Deloitte & Touche USA LLP..........             1          3,162,933              0.7           118,864             0.5
NTT Data Corporation...............             1          3,036,880              0.7           136,960             0.5
PNC Bank N.A. .....................             3          2,967,979              0.7           146,459             0.6
Cendant Operations Inc. ...........             1          2,854,614              0.7           135,934             0.5
                                                      --------------              ---        ----------             ---
Totals.............................                   $  107,558,944             24.7         5,769,101            22.9
                                                      --------------              ---        ----------             ---
                                                      --------------              ---        ----------             ---
 
<CAPTION>
                                        YEAR OF
                                         LEASE
                                      EXPIRATION
                                     -------------
<S>                                  <C>
AT&T Corporation...................         2009(2)
Donaldson, Lufkin & Jenrette
  Securities Corp..................         2009
AT&T Wireless Services.............         2007
International Business Machines
  Corporation......................         2007(3)
Dow Jones Telerate Systems Inc.....         2006(4)
Nabisco Inc. ......................         2000(5)
Allstate Insurance Company.........         2009(6)
Prentice-Hall Inc. ................         2014
Toys "R" Us--NJ, Inc. .............         2012
American Institute of Certified
  Public Accountants (AICPA).......         2012
CMP Media Inc......................         2014
Board of Gov./Federal
  Reserve..........................         2009(7)
Winston & Strawn...................         2003
KPMG Peat Marwick, LLP.............         2007(8)
Bankers Trust Harborside Inc.......         2003
Morgan Stanley Dean Witter.........         2008
Deloitte & Touche USA LLP..........         2000
NTT Data Corporation...............         2005
PNC Bank N.A. .....................         2003(9)
Cendant Operations Inc. ...........         2008
Totals.............................
</TABLE>
 
------------------------
 
(1) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998 annualized base rental revenue is based on the first
    month's billing times 12. As annualized base rental revenue is not derived
    from historical GAAP results, historical results for the year ended December
    31, 1998 may differ from those set forth above.
 
(2) 39,183 square feet expire February 2000; 66,268 square feet expire December
    2000; 3,950 square feet expire August 2002; 475,100 square feet expire
    January 2008; 387,000 square feet expire January 2009.
 
(3) 6,542 square feet expire April 1999; 29,157 square feet expire October 2000;
    85,000 square feet expire December 2000; 26,749 square feet expire January
    2002; 1,065 square feet expire November 2002; 248,399 square feet expire
    December 2007.
 
(4) 39,985 square feet expire June 1999; 283,260 square feet expire June 2000;
    4,700 square feet expire March 2001; 45,187 square feet expire June 2006.
 
(5) 21,357 square feet expire March 1999; 300,378 square feet expire December
    2000.
 
(6) 22,444 square feet expire July 2001; 70,517 square feet expire June 2002;
    71,030 square feet expire September 2002; 18,882 square feet expire April
    2003; 2,867 square feet expire January 2004; 36,305 square feet expire
    January 2005; 6,108 square feet expire August 2006; 31,143 square feet
    expire April 2008; 11,500 square feet expire January 2009.
 
(7) 94,719 square feet expire May 2005; 22,289 square feet expire June 2009.
 
(8) 104,556 square feet expire September 2002; 57,204 square feet expire July
    2007.
 
(9) 23,337 square feet expire October 1999; 107,320 square feet expire February
    2000; 15,802 square feet expire August 2003.
 
                                       39
<PAGE>
SCHEDULE OF LEASE EXPIRATIONS
 
    The following table sets forth a schedule of the lease expirations for the
total of the wholly-owned office, office/flex and industrial/warehouse
properties beginning January 1, 1999, assuming that none of the tenants
exercises renewal options:
 
<TABLE>
<CAPTION>
                                                                                              AVERAGE ANNUAL
                                                              PERCENTAGE OF                    RENT PER NET     PERCENTAGE OF
                                               NET RENTABLE   TOTAL LEASED      ANNUALIZED       RENTABLE        ANNUAL BASE
                                               AREA SUBJECT    SQUARE FEET     BASE RENTAL      SQUARE FOOT      RENT UNDER
                                  NUMBER OF    TO EXPIRING   REPRESENTED BY   REVENUE UNDER     REPRESENTED       EXPIRING
           YEAR OF                 LEASES         LEASES        EXPIRING         EXPIRING       BY EXPIRING        LEASES
          EXPIRATION            EXPIRING (1)   (SQ. FT.)(1)  LEASES (%) (2)     LEASES (3)        LEASES             (%)
------------------------------  -------------  ------------  ---------------  --------------  ---------------  ---------------
<S>                             <C>            <C>           <C>              <C>             <C>              <C>
1999..........................          561      2,248,282            8.8     $   39,556,954     $   17.59              9.1
2000..........................          500      4,207,612           16.5         71,008,335         16.88             16.4
2001..........................          485      2,881,985           11.3         46,854,713         16.26             10.8
2002..........................          374      3,188,941           12.5         55,613,195         17.44             12.8
2003..........................          360      3,747,096           14.7         63,456,710         16.93             14.6
2004..........................           98      1,518,445            6.0         24,623,059         16.22              5.7
2005..........................           72      1,253,643            4.9         24,969,295         19.92              5.8
2006..........................           39        747,973            2.9         14,129,895         18.89              3.3
2007..........................           32      1,161,650            4.6         22,198,687         19.11              5.1
2008..........................           32      1,416,405            5.6         22,077,078         15.59              5.1
2009..........................           18      1,104,856            4.3         19,393,870         17.55              4.5
2010 and thereafter...........           28      1,962,960            7.9         29,696,020         15.13              6.8
                                      -----    ------------         -----     --------------        ------            -----
Totals/Weighted Average.......        2,599     25,439,848          100.0(4)  $  433,577,811     $   17.04            100.0
                                      -----    ------------         -----     --------------        ------            -----
                                      -----    ------------         -----     --------------        ------            -----
</TABLE>
 
------------------------
 
(1) Includes office, office/flex, industrial/warehouse and stand-alone retail
    property tenants only. Excludes leases for amenity, retail, parking and
    month-to-month tenants. Some tenants have multiple leases.
 
(2) Excludes all space vacant as of December 31, 1998.
 
(3) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rental revenue is based on the
    first month's billing times 12. As annualized base rental revenue is not
    derived from historical GAAP results, historical results for the year ended
    December 31, 1998 may differ from those set forth above.
 
(4) Reconciliation to Operating Partnership's total net rentable square footage
    is as follows:
 
<TABLE>
<CAPTION>
                                                                                  SQUARE FEET   PERCENTAGE OF TOTAL
                                                                                  ------------  -------------------
<S>                                                                               <C>           <C>
Square footage leased to commercial tenants.....................................    25,439,848            95.1%
Square footage used for corporate offices, management offices, building use,
  retail tenants, food services, other anciliary service tenants and occupancy
  adjustments...................................................................       407,609             1.5
Square footage vacant...........................................................       919,526             3.4
                                                                                  ------------           -----
Total net rentable square footage (does not include residential, land lease,
  retail or not-in-service properties)..........................................    26,766,983           100.0%
                                                                                  ------------           -----
                                                                                  ------------           -----
</TABLE>
 
                                       40
<PAGE>
SCHEDULE OF LEASE EXPIRATIONS: OFFICE PROPERTIES
 
    The following table sets forth a schedule of the lease expirations for the
Office Properties beginning January 1, 1999, assuming that none of the tenants
exercises renewal options:
 
<TABLE>
<CAPTION>
                                                                                              AVERAGE ANNUAL
                                                              PERCENTAGE OF                    RENT PER NET     PERCENTAGE OF
                                               NET RENTABLE   TOTAL LEASED      ANNUALIZED       RENTABLE        ANNUAL BASE
                                               AREA SUBJECT    SQUARE FEET     BASE RENTAL      SQUARE FOOT      RENT UNDER
                                  NUMBER OF    TO EXPIRING   REPRESENTED BY   REVENUE UNDER     REPRESENTED       EXPIRING
YEAR OF                            LEASES         LEASES        EXPIRING         EXPIRING       BY EXPIRING        LEASES
EXPIRATION                      EXPIRING (1)   (SQ. FT.)(1)  LEASES (%) (2)     LEASES (3)        LEASES             (%)
------------------------------  -------------  ------------  ---------------  --------------  ---------------  ---------------
<S>                             <C>            <C>           <C>              <C>             <C>              <C>
1999..........................          479      1,768,091            8.3     $   34,655,892     $   19.60              8.9
2000..........................          419      3,515,089           16.5         63,697,337         18.12             16.4
2001..........................          400      2,254,109           10.6         39,609,773         17.57             10.2
2002..........................          299      2,509,326           11.7         48,215,382         19.21             12.4
2003..........................          302      3,172,457           14.9         57,869,143         18.24             14.9
2004..........................           78      1,220,194            5.7         21,135,616         17.32              5.4
2005..........................           57      1,062,346            5.0         22,897,475         21.55              5.9
2006..........................           32        554,481            2.6         10,838,389         19.55              2.8
2007..........................           27      1,049,969            4.9         20,625,703         19.64              5.3
2008..........................           30      1,314,545            6.2         21,612,570         16.44              5.6
2009..........................           15      1,057,956            5.0         18,757,850         17.73              4.8
2010 and thereafter...........           25      1,878,272            8.6         28,580,471         15.22              7.4
                                      -----    ------------         -----     --------------        ------            -----
Totals/Weighted Average.......        2,163     21,356,835          100.0     $  388,495,601     $   18.19            100.0
                                      -----    ------------         -----     --------------        ------            -----
                                      -----    ------------         -----     --------------        ------            -----
</TABLE>
 
------------------------
 
(1) Includes office tenants only. Excludes leases for amenity, retail, parking
    and month-to-month office tenants. Some tenants have multiple leases.
 
(2) Excludes all space vacant as of December 31, 1998.
 
(3) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rental revenue is based on the
    first month's billing times 12. As annualized base rental revenue is not
    derived from historical GAAP results, historical results for the year ended
    December 31, 1998 may differ from those set forth above.
 
                                       41
<PAGE>
SCHEDULE OF LEASE EXPIRATIONS: OFFICE/FLEX PROPERTIES
 
    The following table sets forth a schedule of the lease expirations for the
Office/flex Properties beginning January 1, 1999, assuming that none of the
tenants exercises renewal options:
 
<TABLE>
<CAPTION>
                                                                                                AVERAGE ANNUAL
                                                 NET RENTABLE   PERCENTAGE OF                    RENT PER NET
                                                 AREA SUBJECT   TOTAL LEASED      ANNUALIZED       RENTABLE       PERCENTAGE OF
                                                 TO EXPIRING     SQUARE FEET     BASE RENTAL      SQUARE FOOT      ANNUAL BASE
                                   NUMBER OF        LEASES     REPRESENTED BY   REVENUE UNDER     REPRESENTED      RENT UNDER
YEAR OF                             LEASES        (SQ. FT.)       EXPIRING         EXPIRING       BY EXPIRING       EXPIRING
EXPIRATION                       EXPIRING (1)        (1)       LEASES (%) (2)     LEASES (3)        LEASES           LEASES
------------------------------  ---------------  ------------  ---------------  --------------  ---------------  ---------------
<S>                             <C>              <C>           <C>              <C>             <C>              <C>
1999..........................            77         471,356           12.7      $  4,810,642      $   10.21             11.7
2000..........................            76         626,479           16.9         6,651,722          10.62             16.2
2001..........................            81         599,329           16.2         6,676,885          11.14             16.2
2002..........................            74         669,465           18.1         7,293,268          10.89             17.7
2003..........................            55         483,165           13.0         5,161,814          10.68             12.5
2004..........................            14         132,031            3.6         1,697,843          12.86              4.1
2005..........................            15         191,297            5.2         2,071,820          10.83              5.0
2006..........................             7         193,492            5.2         3,291,506          17.01              8.0
2007..........................             5         111,681            3.0         1,572,984          14.08              3.8
2008..........................             2         101,860            2.8           464,508           4.56              1.1
2009..........................             3          46,900            1.3           636,020          13.56              1.5
2010 and thereafter...........             2          76,688            2.0           850,549          11.09              2.2
                                         ---     ------------         -----     --------------        ------            -----
Totals/Weighted Average.......           411       3,703,743          100.0      $ 41,179,561      $   11.12            100.0
                                         ---     ------------         -----     --------------        ------            -----
                                         ---     ------------         -----     --------------        ------            -----
</TABLE>
 
------------------------
 
(1) Includes office/flex tenants only. Excludes leases for amenity, retail,
    parking and month-to-month office/flex tenants. Some tenants have multiple
    leases.
 
(2) Excludes all space vacant as of December 31, 1998.
 
(3) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rental revenue is based on the
    first month's billing times 12. As annualized base rental revenue is not
    derived from historical GAAP results, historical results for the year ended
    December 31, 1998 may differ from those set forth above.
 
                                       42
<PAGE>
SCHEDULE OF LEASE EXPIRATIONS: INDUSTRIAL/WAREHOUSE PROPERTIES
 
    The following table sets forth a schedule of the lease expirations for the
Industrial/Warehouse Properties beginning January 1, 1999, assuming that none of
the tenants exercises renewal options:
 
<TABLE>
<CAPTION>
                                                                                                  AVERAGE ANNUAL
                                                   NET RENTABLE   PERCENTAGE OF                    RENT PER NET     PERCENTAGE OF
                                                   AREA SUBJECT   TOTAL LEASED      ANNUALIZED       RENTABLE        ANNUAL BASE
                                                   TO EXPIRING     SQUARE FEET     BASE RENTAL      SQUARE FOOT      RENT UNDER
                                    NUMBER OF         LEASES     REPRESENTED BY   REVENUE UNDER     REPRESENTED       EXPIRING
YEAR OF                              LEASES         (SQ. FT.)       EXPIRING         EXPIRING       BY EXPIRING        LEASES
EXPIRATION                        EXPIRING (1)         (1)       LEASES (%) (2)     LEASES (3)        LEASES             (%)
------------------------------  -----------------  ------------  ---------------  --------------  ---------------  ---------------
<S>                             <C>                <C>           <C>              <C>             <C>              <C>
1999..........................              5            8,835            2.4      $     90,420      $   10.23              2.6
2000..........................              5           66,044           18.2           659,276           9.98             19.2
2001..........................              4           28,547            7.9           568,055          19.90             16.5
2002..........................              1           10,150            2.8           104,545          10.30              3.0
2003..........................              3           91,474           25.3           425,753           4.65             12.4
2004..........................              5          156,920           43.4         1,594,600          10.16             46.3
                                           --
                                                   ------------         -----     --------------        ------            -----
Totals/Weighted Average.......             23          361,970          100.0      $  3,442,649      $    9.51            100.0
                                           --
                                           --
                                                   ------------         -----     --------------        ------            -----
                                                   ------------         -----     --------------        ------            -----
</TABLE>
 
------------------------
 
(1) Includes industrial/warehouse tenants only. Excludes leases for amenity,
    retail, parking and month-to-month industrial/warehouse. Some tenants have
    multiple leases.
 
(2) Excludes all space vacant as of December 31, 1998.
 
(3) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rent revenue is based on the first
    month's billing times 12. As annualized base rental revenue is not derived
    from historical GAAP results, the historical results for the year ended
    December 31, 1998 may differ from those set forth above.
 
SCHEDULE OF LEASE EXPIRATIONS: STAND-ALONE RETAIL PROPERTIES
 
    The following table sets forth a schedule of the lease expirations for the
stand-alone retail properties beginning January 1, 1999, assuming that none of
the tenants exercises renewal options:
 
<TABLE>
<CAPTION>
                                                                                                   AVERAGE ANNUAL
                                                                   PERCENTAGE OF                    RENT PER NET     PERCENTAGE OF
                                                   NET RENTABLE    TOTAL LEASED      ANNUALIZED       RENTABLE        ANNUAL BASE
                                                   AREA SUBJECT     SQUARE FEET     BASE RENTAL      SQUARE FOOT      RENT UNDER
                                    NUMBER OF       TO EXPIRING   REPRESENTED BY   REVENUE UNDER     REPRESENTED       EXPIRING
YEAR OF                              LEASES           LEASES         EXPIRING         EXPIRING       BY EXPIRING        LEASES
EXPIRATION                        EXPIRING (1)     (SQ. FT.) (1)    LEASES (%)       LEASES (2)        LEASES             (%)
------------------------------  -----------------  -------------  ---------------  --------------  ---------------  ---------------
<S>                             <C>                <C>            <C>              <C>             <C>              <C>
2004..........................              1            9,300            53.8      $    195,000      $   20.97             42.4
2010..........................              1            8,000            46.2           265,000          33.13             57.6
                                            -
                                                        ------           -----     --------------        ------            -----
Totals/Weighted Average.......              2           17,300           100.0      $    460,000      $   26.59            100.0
                                            -
                                            -
                                                        ------           -----     --------------        ------            -----
                                                        ------           -----     --------------        ------            -----
</TABLE>
 
------------------------
 
(1) Includes stand-alone retail property tenants only.
 
(2) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rental revenue is based on the
    first month's billing times 12. As annualized base rental revenue is not
    derived from historical GAAP results, historical results for the year ended
    December 31, 1998 may differ from those set forth above.
 
                                       43
<PAGE>
INDUSTRY DIVERSIFICATION
 
    The following table lists the Operating Partnership's 30 largest industry
classifications (NAICS) for its Properties, based on annualized base rent:
 
<TABLE>
<CAPTION>
                                                                           PERCENTAGE                      PERCENTAGE
                                                       ANNUALIZED          OF COMPANY          SQUARE      OF COMPANY
                                                       BASE RENTAL       ANNUALIZED BASE        FEET         LEASED
INDUSTRY CLASSIFICATION (NAICS)                       REVENUE(1)(2)    RENTAL REVENUE (%)    LEASED (2)    SQ. FT. (%)
---------------------------------------------------  ---------------  ---------------------  -----------  -------------
<S>                                                  <C>              <C>                    <C>          <C>
Manufacturing......................................   $  42,053,778               9.7         2,659,489          10.5
Securities, Commodity Contracts & Other
  Financial........................................      39,884,148               9.2         2,161,142           8.5
Telecommunications.................................      32,094,189               7.4         2,086,370           8.2
Computer System Design Svcs........................      31,629,774               7.3         1,745,622           6.9
Insurance Carriers & Related Activities............      30,595,287               7.1         1,647,337           6.5
Legal Services.....................................      23,218,635               5.4         1,156,108           4.5
Credit Intermediation & Related Activities.........      23,143,458               5.3         1,447,412           5.7
Wholesale Trade....................................      20,339,326               4.7         1,428,770           5.6
Information Services...............................      19,299,991               4.5           956,470           3.8
Health Care & Social Assistance....................      16,709,332               3.9           940,970           3.7
Accounting/Tax Prep................................      14,730,504               3.4           712,492           2.8
Other Professional.................................      13,300,651               3.1           853,559           3.4
Retail Trade.......................................      11,750,806               2.7           706,635           2.8
Transportation.....................................      11,020,770               2.5           794,014           3.1
Arts, Entertainment & Recreation...................      10,242,449               2.4           784,346           3.1
Public Administration..............................       8,703,697               2.0           311,210           1.2
Publishing Industries..............................       8,600,074               2.0           429,573           1.7
Other Services (except Public Adminsitration)......       8,267,854               1.9           702,168           2.8
Advertising/Related Services.......................       6,906,212               1.6           356,097           1.4
Real Estate & Rental & Leasing.....................       6,624,316               1.5           381,873           1.5
Management of Companies & Finance..................       6,528,595               1.5           381,392           1.5
Data Processing Services...........................       6,126,999               1.4           286,533           1.1
Architectural/Engineering..........................       5,940,726               1.4           375,371           1.5
Scientific Research/Development....................       5,052,728               1.2           323,815           1.3
Monetary Authorities--Central Banks................       4,520,606               1.0           266,340           1.0
Management/Scientific..............................       4,370,192               1.0           228,168           0.9
Educational Services...............................       4,194,159               1.0           254,678           1.0
Construction.......................................       3,911,270               0.9           234,335           0.9
Admin & Support, Waste Mgt. & Remediation Svcs.....       3,395,234               0.8           260,519           1.0
Utilities..........................................       3,250,727               0.7           170,797           0.7
Other..............................................       7,171,324               1.5           396,243           1.4
                                                     ---------------            -----        -----------        -----
Totals.............................................   $ 433,577,811             100.0        25,439,848         100.0
                                                     ---------------            -----        -----------        -----
                                                     ---------------            -----        -----------        -----
</TABLE>
 
------------------------------
 
(1) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rental revenue is based on the
    first month's billing times 12. As annualized base rental revenue is not
    derived from historical GAAP results, the historical results for the year
    ended December 31, 1998 may differ from those set forth above.
 
(2) Includes office, office/flex, industrial/warehouse and stand-alone retail
    property tenants only. Excludes leases for amenity, retail, parking and
    month-to-month tenants. Some tenants have multiple leases.
 
(3) The Operating Partnership's tenants are classified according to the U.S.
    Government's new North American Industrial Classification System (NAICS)
    which is replacing the Standard Industrial Code (SIC) system.
 
                                       44
<PAGE>
MARKET DIVERSIFICATION
 
    The following table lists the Company's 20 largest markets, by Metropolitan
Statistical Area (MSA), based on annualized base rent:
 
<TABLE>
<CAPTION>
                                                                PERCENTAGE OF
                                              ANNUALIZED           COMPANY            TOTAL          PERCENTAGE
                                              BASE RENTAL      ANNUALIZED BASE     SQUARE FEET        OF TOTAL
MARKET (MSA)                                REVENUE (1)(2)   RENTAL REVENUE (%)        (2)         SQUARE FEET (%)
------------------------------------------  ---------------  -------------------  --------------  -----------------
<S>                                         <C>              <C>                  <C>             <C>
Bergen-Passaic, NJ........................   $  76,274,305             17.6           4,423,130            16.5
Newark, NJ (Essex-Morris Counties)........      69,282,808             16.0           3,671,218            13.7
New York, NY (Westchester County).........      65,948,814             15.2           4,308,220            16.1
Jersey City, NJ...........................      43,335,031             10.0           2,508,700             9.4
Philadelphia, PA-NJ.......................      35,472,514              8.2           2,458,458             9.2
Denver, CO................................      16,299,545              3.8           1,007,931             3.8
Trenton, NJ (Mercer County)...............      14,278,963              3.3             742,915             2.8
Dallas, TX................................      14,208,226              3.3             959,463             3.6
Washington, DC-MD-VA......................      12,607,712              2.9             447,000             1.7
Middlesex-Somerset-Hunterdon, NJ..........      11,180,747              2.6             659,041             2.5
San Antonio, TX...........................      11,086,913              2.6             940,302             3.5
Stamford-Norwalk, CT......................       8,387,008              1.9             461,250             1.7
Houston, TX...............................       8,020,341              1.8             700,008             2.6
Monmouth-Ocean, NJ........................       6,724,616              1.6             577,423             2.2
Nassau-Suffolk, NY........................       6,215,482              1.4             261,849             1.0
Phoenix-Mesa, AZ..........................       6,067,186              1.4             536,268             2.0
Austin-San Marcos, TX.....................       5,322,896              1.2             270,703             1.0
Boulder-Longmont, CO......................       3,450,304              0.8             270,421             1.0
San Francisco, CA.........................       3,376,861              0.8             267,446             1.0
Omaha, NE-IA..............................       2,968,193              0.7             319,535             1.2
Other.....................................      13,069,346              2.9             975,702             3.5
                                            ---------------           -----       --------------          -----
    Totals................................   $ 433,577,811            100.0          26,766,983           100.0
                                            ---------------           -----       --------------          -----
                                            ---------------           -----       --------------          -----
</TABLE>
 
------------------------
 
(1) Annualized base rental revenue is based on actual December 1998 billings
    times 12. For leases in effect at December 31, 1998 whose rent commences
    after December 31, 1998, annualized base rental revenue is based on the
    first month's billing times 12. As annualized base rental revenue is not
    derived from historical GAAP results, the historical results for the year
    ended December 31, 1998 may differ from those set forth above.
 
(2) Includes office, office/flex, industrial/warehouse and stand-alone retail
    property tenants only. Excludes leases for amenity, retail, parking and
    month-to-month tenants. Some tenants have multiple leases.
 
THE OPERATING PARTNERSHIP'S REAL ESTATE MARKETS
 
    The Operating Partnership's Properties are located primarily in the
Northeast, including a predominant presence in New Jersey, New York and
Pennsylvania. The following is a discussion of the markets within which
substantially all of the Operating Partnership's properties are located:
 
NORTHERN NEW JERSEY
 
    The Northern New Jersey market consists of Bergen, Essex, Hudson, Morris and
Passaic Counties. Northern New Jersey's five counties are part of the greater
New York metropolitan area, are less than a 45 minute drive from Manhattan, and
are widely regarded as major centers for corporate and international business.
The region has direct access to New York City by public transportation and
extensive road
 
                                       45
<PAGE>
networks. In addition to being home to the two largest cities in New Jersey,
Newark and Jersey City, Newark International Airport and the New York/New Jersey
Harbor are also located within the five-county boundary. Overall vacancy rates
have declined in the Northern New Jersey market for six out of the last seven
years as a direct result of an increase in leasing activity and net absorption
levels. Build-to-suit activity is present, and selective speculative
construction exists. The Operating Partnership owns and operates approximately
10.1 million square feet of office and office/flex space in Northern New Jersey.
 
CENTRAL NEW JERSEY
 
    The Central New Jersey market consists of Union, Somerset, Hunterdon,
Middlesex, Mercer and Monmouth Counties. Encompassing approximately 2,000 square
miles in six counties, Central New Jersey is notable for its proximity to major
highway arteries, including Interstates 78 and 287, Route 1, the Garden State
Parkway and the New Jersey Turnpike. This market continues to be a prime
location for Fortune 500 headquarters, research & development operations and
information businesses. Central New Jersey vacancy rates are decreasing while
average asking rents are increasing. This is, in part, attributable to the
increase in demand, measured by leasing activity, which rose predominantly due
to corporate expansions. The Operating Partnership owns and operates
approximately 2.7 million square feet of office and office/flex space in the
Central New Jersey counties of Union, Middlesex, Somerset, Mercer and Monmouth.
 
SUBURBAN PHILADELPHIA, PENNSYLVANIA
 
    The Suburban Philadelphia market consists of six counties in Pennsylvania on
the west side of the Delaware River and eight counties in New Jersey on the east
side of the Delaware River. The Pennsylvania counties consist of Bucks, Chester,
Delaware, Montgomery, Lehigh and Northampton Counties. These six counties
surround the City of Philadelphia, are home to many affluent communities, and
are regarded as major centers for corporate and international business. The
areas are served by an extensive highway network allowing easy access to
Philadelphia International Airport and the Port of Philadelphia. Over the last
few years the overall vacancy rate in this region has declined as a result of
strong leasing activity and moderate new construction. The New Jersey counties
consist of Burlington, Camden, Atlantic, Ocean, Gloucester, Salem, Cumberland
and Cape May Counties. This market has extensive geographic boundaries,
stretching from the Delaware River to the Atlantic Ocean and Atlantic City. This
region is mainly suburban and is home to many affluent communities, and Atlantic
City, one of the nation's largest centers for gaming/tourism. The Operating
Partnership owns and operates approximately 2.5 million square feet of office
and office/flex space and a 327-unit multi-family residential complex in
Suburban Philadelphia.
 
WESTCHESTER COUNTY, NEW YORK
 
    Westchester County, New York, is located immediately north of New York City
and is accessible to New York City by public transportation and through an
extensive road network. Westchester County has a population of almost 900,000
and is considered to be one of the most prestigious counties surrounding New
York City. The Operating Partnership owns and operates approximately 3.7 million
square feet of office and office/flex space, 387,400 square feet of
industrial/warehouse space, a 124-unit multi-family residential property, two
stand-alone retail properties, and two land leases in Westchester County, New
York.
 
ROCKLAND COUNTY, NEW YORK
 
    Rockland County, New York is located north of the New Jersey/New York border
directly adjacent to Bergen County. Rockland County has excellent highway access
to both New York City via Interstate 87 and to New Jersey via Interstate 287.
The Operating Partnership owns or has an interest in approximately 412,000
square feet of office and office/flex space in Rockland County.
 
                                       46
<PAGE>
FAIRFIELD COUNTY, CONNECTICUT
 
    Fairfield County, Connecticut is the county in Connecticut closest in
proximity with New York City. It has direct access to New York City via public
transportation and through an extensive road network. The county is home to 10
Fortune 500 headquarters and there has been a substantial decline in vacancy
during the past three years. The Operating Partnership owns and operates
approximately 606,000 square feet of office and office/flex space in Fairfield
County.
 
DALLAS-FORT WORTH, TEXAS
 
    The Dallas-Fort Worth market includes Dallas, Tarrant and portions of Collin
and Denton Counties. The market includes the central business districts of both
Dallas and Fort Worth and the suburban areas primarily to the north of those
cities. Dallas-Forth Worth International Airport is one of the busiest airports
in the nation and is important to the growth of the area. This area is home to
the headquarters of numerous Fortune 500 high-technology and telecommunications
companies. The Operating Partnership owns and operates approximately 1.0 million
square feet of office space in Dallas, Tarrant and Collin Counties.
 
HOUSTON, TEXAS
 
    The Houston market is comprised primarily of the city of Houston and its
surrounding suburbs. Houston is a major location of Fortune 500 companies'
headquarters. Houston is also a major port serving the southern portion of the
United States. The Operating Partnership owns and operates approximately 1.0
million square feet of office space in the Houston market.
 
SAN ANTONIO, TEXAS
 
    The San Antonio market consists primarily of Bexar County. San Antonio is
located at the cross roads of two major arteries, Interstate 35 and Interstate
10, and is a primary location of military facilities. San Antonio is the third
largest metropolitan area in Texas, behind Dallas and Houston. The Operating
Partnership owns and operates approximately 940,000 square feet of office space
in Bexar County.
 
PHOENIX, ARIZONA
 
    The Phoenix market is comprised primarily of the city of Phoenix and several
suburbs to the north and west, including Scottsdale. Phoenix is the focal point
of Arizona, in addition to being the state capital. It is the location of
numerous corporate headquarters and regional headquarter facilities. The Phoenix
market has been considered one of the most rapidly growing markets in the
county. The Operating Partnership owns and operates approximately 536,000 square
feet of office space in the Phoenix market.
 
DENVER, COLORADO
 
    The Denver Market is comprised primarily of the city of Denver and several
suburbs to the north, east, and south. Denver is the focal point of Colorado, in
addition to being the state capital. It is the location of numerous corporate
headquarters, with a large emergence of high-technology and telecommunication
industries. Its new airport could become a major transportation artery for the
near-western states. The Operating Partnership owns and operates approximately
1.3 million square feet of office space in the Denver market.
 
                                       47
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
 
    There are no material pending legal proceedings, other than ordinary routine
litigation incidental to its business, to which the Operating Partnership is a
party or to which any of its Properties is subject.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    Not applicable.
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
 
    The Operating Partnership currently has no securities listed on any
securities exchange.
 
MARKET INFORMATION
 
    Not applicable
 
HOLDERS
 
    On March 1, 1999, the Operating Partnership had 123 owners of limited
partnership units.
 
RECENT SALES OF UNREGISTERED SECURITIES
 
    Reference is made to Notes 3 (1997 Transactions) and 11 of the Consolidated
Financial Statements contained in Item 14 of this Form 10-K for a description of
equity issuances of common and preferred units in the Operating Partnership (and
warrants exercisable for common units) which are redeemable, under certain
circumstances, for shares of Common Stock in the Corporation. All of such equity
issuances were issued to the holders directly by the Corporation without the use
of an underwriter or placement agent and without registration under the
Securities Act of 1933, as amended, pursuant to the private placement exemption
contained in Section 4(2) of such act.
 
DIVIDENDS AND DISTRIBUTIONS
 
    The distributions payable at December 31, 1998 represents distributions
payable to common unitholders of record on January 6, 1999 (66,353,322 units),
and preferred distributions to preferred unitholders (250,256 preferred units)
for the fourth quarter 1998. The fourth quarter 1998 common unit distribution of
$0.55 per common unit (pro-rated for units issued during the quarter), as well
as the fourth quarter preferred unit distribution of $16.875 per preferred unit,
were approved by the General Partner on December 15, 1998 and paid on January
26, 1999.
 
    The distributions payable at December 31, 1997 represent distributions
payable to common unitholders of record on January 5, 1998 (55,953,766 common
units) and preferred distributions to preferred unitholders (230,562 preferred
units) for the fourth quarter 1997. The fourth quarter 1997 common unit
distribution of $0.50 per common unit (pro-rated for units issued during the
quarter), as well as the pro-rated fourth quarter preferred unit distribution
aggregating $888, were approved by the General Partner on December 17, 1997 and
paid on January 16, 1998.
 
                                       48
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA
 
Mack-Cali Realty, L.P. and Subsidiaries
 
    The following table sets forth selected financial data on a consolidated
basis for the Operating Partnership and on a combined basis for the Cali Group.
The consolidated selected Operating, Balance sheet and Cash flow data of the
Operating Partnership as of December 31, 1998, 1997, 1996, 1995 and 1994, and
for the periods then ended, and the combined selected Operating and Cash flow
data of the Cali Group for the period ended August 30, 1994 have been derived
from financial statements audited by PricewaterhouseCoopers LLP, independent
accountants.
<TABLE>
<CAPTION>
                                                                        THE OPERATING PARTNERSHIP
                                                      --------------------------------------------------------------
                                                                                                         AUGUST 31,
                                                                  YEAR ENDED DECEMBER 31,                 1994 TO
                                                      ------------------------------------------------  DECEMBER 31,
                                                         1998         1997         1996        1995         1994
                                                      -----------  -----------  ----------  ----------  ------------
<S>                                                   <C>          <C>          <C>         <C>         <C>
OPERATING DATA
(in thousands, except per share data)
Total revenues......................................  $   493,699  $    23,135  $   13,180  $   11,060   $    4,039
Operating and other expenses........................  $   149,704  $     1,870  $      251  $       74   $       62
General and administrative..........................  $    25,572  $    15,061  $    5,637  $    3,343   $    1,081
Depreciation and amortization.......................  $    78,916  $       279  $       52  $       81   $       39
Interest expense....................................  $    88,043  $     9,670  $    4,672  $    1,175   $      301
Non-recurring merger-related charges................           --  $    46,519          --          --           --
Equity in net income of Majority-Owned
  Unconsolidated Property Partnerships..............           --  $    89,846  $   34,611  $   10,759   $    2,434
Income (loss) before extraordinary item.............  $   151,464  $    39,852  $   37,179  $   17,146   $    4,990
Basic earnings per unit--before extraordinary item..  $      2.13  $      0.22  $     1.76  $     1.23   $     0.38
Diluted earnings per unit--before extraordinary
  item..............................................  $      2.11  $      0.21  $     1.72  $     1.20   $     0.37
Distributions declared per common unit..............  $      2.10  $      1.90  $     1.75  $     1.66   $     0.54
Basic weighted average units outstanding............       63,438       43,356      21,171      13,986       13,302
Diluted weighted average units outstanding..........       63,893       44,409      21,651      14,254       13,325
 
<CAPTION>
                                                      THE CALI GROUP
                                                      ---------------
                                                        JANUARY 1,
                                                          1994 TO
                                                        AUGUST 30,
                                                           1994
                                                      ---------------
<S>                                                   <C>
OPERATING DATA
(in thousands, except per share data)
Total revenues......................................     $  33,637
Operating and other expenses........................     $  11,155
General and administrative..........................     $   2,228
Depreciation and amortization.......................     $   5,093
Interest expense....................................     $  13,969
Non-recurring merger-related charges................            --
Equity in net income of Majority-Owned
  Unconsolidated Property Partnerships..............            --
Income (loss) before extraordinary item.............     $    (110)
Basic earnings per unit--before extraordinary item..
Diluted earnings per unit--before extraordinary
  item..............................................
Distributions declared per common unit..............
Basic weighted average units outstanding............
Diluted weighted average units outstanding..........
</TABLE>
<TABLE>
<CAPTION>
                                                                        THE OPERATING PARTNERSHIP
                                                      --------------------------------------------------------------
                                                                               DECEMBER 31,
                                                      --------------------------------------------------------------
                                                         1998         1997         1996        1995         1994
                                                      -----------  -----------  ----------  ----------  ------------
<S>                                                   <C>          <C>          <C>         <C>         <C>
BALANCE SHEET DATA
(in thousands)
Rental property, before accumulated depreciation and
  amortization......................................  $ 3,467,799  $    65,592  $      712  $      570   $      463
Investments in Unconsolidated Majority-Owned
  Property Partnerships.............................           --  $ 1,821,614  $  488,585  $  182,724   $   57,010
Total assets........................................  $ 3,452,194  $ 1,901,174  $  776,220  $  268,918   $  148,849
Mortgages and loans payable.........................  $ 1,420,931  $   322,100  $   29,805  $   46,700   $    7,000
Total liabilities...................................  $ 1,526,974  $   364,489  $   47,877  $   55,027   $   11,635
Redeemable Partnership Units........................           --  $   522,812  $   83,052  $   61,045   $   44,830
Partners' capital...................................  $ 1,925,220  $ 1,013,873  $  645,291  $  152,846   $   92,384
 
<CAPTION>
<S>                                                   <C>
BALANCE SHEET DATA
(in thousands)
Rental property, before accumulated depreciation and
  amortization......................................
Investments in Unconsolidated Majority-Owned
  Property Partnerships.............................
Total assets........................................
Mortgages and loans payable.........................
Total liabilities...................................
Redeemable Partnership Units........................
Partners' capital...................................
</TABLE>
 
                                       49
<PAGE>
<TABLE>
<CAPTION>
                                                                        THE OPERATING PARTNERSHIP
                                                      --------------------------------------------------------------
                                                                                                         AUGUST 31,
                                                                  YEAR ENDED DECEMBER 31,                 1994 TO
                                                      ------------------------------------------------  DECEMBER 31,
                                                         1998         1997         1996        1995         1994
                                                      -----------  -----------  ----------  ----------  ------------
<S>                                                   <C>          <C>          <C>         <C>         <C>
OTHER DATA
  (in thousands)
Cash flows provided by operating activities.........  $   208,761  $    66,661  $   39,382  $   21,056   $    6,367
Cash flows (used in) provided by investing
  activities........................................  $  (749,067) $  (975,574) $ (305,891) $ (126,216)  $   (8,947)
Cash flows provided by (used in) financing
  activities........................................  $   543,411  $   706,368  $  470,893  $   99,863   $    8,974
Funds from operations (1), before distributions to
  preferred unitholders.............................  $   216,949  $   111,752  $   45,220  $   27,397   $    8,404
Funds from operations (1), after distributions to
  preferred unitholders.............................  $   200,636  $   110,864  $   45,220  $   27,397   $    8,404
 
<CAPTION>
                                                      THE CALI GROUP
                                                      ---------------
                                                        JANUARY 1,
                                                          1994 TO
                                                        AUGUST 30,
                                                           1994
                                                      ---------------
<S>                                                   <C>
OTHER DATA
  (in thousands)
Cash flows provided by operating activities.........     $   6,328
Cash flows (used in) provided by investing
  activities........................................     $   1,975
Cash flows provided by (used in) financing
  activities........................................     $  (1,038)
Funds from operations (1), before distributions to
  preferred unitholders.............................
Funds from operations (1), after distributions to
  preferred unitholders.............................
</TABLE>
 
------------------------------
 
(1) The Operating Partnership considers funds from operations (after adjustment
    for straight-lining of rents) one measure of REIT performance. Funds from
    operations ("FFO") is defined as net income (loss) before distribution to
    preferred unitholders computed in accordance with generally accepted
    accounting principles ("GAAP"), excluding gains (or losses) from debt
    restructuring, other extraordinary and significant non-recurring items and
    sales of property, plus real estate-related depreciation and amortization.
    Funds from operations should not be considered as an alternative for net
    income as an indication of the Operating Parntership's performance or to
    cash flows as a measure of liquidity. Funds from operations presented herein
    is not necessarily comparable to funds from operations presented by other
    real estate companies due to the fact that not all real estate companies use
    the same definition. However, the Operating Partnership's funds from
    operations is comparable to the funds from operations of real estate
    companies that use the current definition of the National Association of
    Real Estate Investment Trusts ("NAREIT"), after the adjustment for
    straight-lining of rents. Refer to "Management's Discussion and Analysis of
    Financial Condition and Results of Operations," contained elsewhere in this
    Report, for the calculation of FFO for the periods presented.
 
                                       50
<PAGE>
                ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    The following discussion should be read in conjunction with the Consolidated
Financial Statements of Mack-Cali Realty, L.P. and subsidiaries and the notes
thereto. Certain defined terms used herein have the meaning ascribed to them in
the Consolidated Financial Statements.
 
    The following comparisons for the year ended December 31, 1998 ("1998"), as
compared to the year ended December 31, 1997 ("1997") and for 1997, as compared
to the year ended December 31, 1996 ("1996") make reference to the following:
(i) the effect of the "Same-Store Properties," which represents all properties
owned by the Operating Partnership at December 31, 1996 (for the 1998 versus
1997 comparison), and which represents all properties owned by the Operating
Partnership at December 31, 1995 (for the 1997 versus 1996 comparison), (ii) the
effect of the acquisition of the RM Properties on January 31, 1997, (iii) the
effect of the acquisition of the Mack Properties on December 11, 1997, and (iv)
the effect of the "Acquired Properties," which represents all properties
acquired by the Operating Partneship from January 1, 1997 through December 31,
1998, excluding RM Properties and Mack Properties (for the 1998 versus 1997
comparison), and which represents all properties acquired by the Operating
Partnership from January 1, 1996 through December 31, 1997, excluding RM
Properties and Mack Properties (for the 1997 versus 1996 comparison) and (v) the
effect of the "Disposition" which refers to the Operating Partnership's sale of
its Essex Road Property on March 20, 1996.
 
    For 1998, the results of operations of the Operating Partnership and the
Property Partnerships are included in the Operating Partnership on a
consolidated basis. Prior to January 1, 1998, such results of operations were
accounted for by the Operating Partnership under the equity method of accounting
and reflected in its consolidated financial statements as Equity in Net Income
of Unconsolidated Majority-Owned Property Partnerships. Accordingly, to present
meaningful comparisons, the following discussion compares such consolidated 1998
results to the 1997 results of the Operating Partnership and Property
Partnerships on a combined basis and the 1997 results of the Operating
Partnership and Property Partnerships on a combined basis to the 1996 results of
the Operating Partnership and Property Partnerships on a combined basis (such
combining financial schedules are presented in the tables below).
 
                                       51
<PAGE>
 
<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31, 1997
                                                               ---------------------------------------------------
                                                                MACK-CALI    MACK-CALI
                                                                 REALTY,      PROPERTY
                                                                  L.P.      PARTNERSHIPS  ELIMINATIONS   COMBINED
                                                               -----------  ------------  ------------  ----------
<S>                                                            <C>          <C>           <C>           <C>
                                                                                 (IN THOUSANDS)
REVENUES
Base rents...................................................   $     524    $  205,903    $     (212)  $  206,215
Escalations and recoveries from tenants......................          84        31,060           (14)      31,130
Management fees from Property Partnerships...................       6,532            --        (6,532)          --
Parking and other............................................       2,268         4,642            --        6,910
Interest income..............................................      13,727             6        (8,187)       5,546
                                                               -----------  ------------  ------------  ----------
  Total revenues.............................................      23,135       241,611       (14,945)     249,801
                                                               -----------  ------------  ------------  ----------
EXPENSES
Real estate taxes............................................          68        25,924            --       25,992
Utilities....................................................          57        18,203           (14)      18,246
Operating services...........................................       1,745        29,167            --       30,912
Management fees to Operating Partnership.....................          --         6,532        (6,532)          --
General and administrative...................................      15,061         1,013          (212)      15,862
Depreciation and amortization................................         279        36,546            --       36,825
Interest expense.............................................       9,670        34,380        (4,972)      39,078
Non-recurring merger-related charges.........................      46,519            --            --       46,519
                                                               -----------  ------------  ------------  ----------
  Total expenses.............................................      73,399       151,765       (11,730)     213,434
                                                               -----------  ------------  ------------  ----------
(Loss) income before equity in net income of unconsolidated
  majority-owned Property Partnerships and extraordinary
  item.......................................................     (50,264)       89,846        (3,215)      36,367
Equity in net income of unconsolidated majority-owned
  Property Partnerships......................................      89,846            --       (89,846)          --
                                                               -----------  ------------  ------------  ----------
Income (loss) before extraordinary item......................      39,582        89,846       (93,061)      36,367
Extraordinary item--loss on early retirement of debt.........      (7,200)       (6,746)        9,961       (3,985)
                                                               -----------  ------------  ------------  ----------
Net income...................................................      32,382        83,100       (83,100)      32,382
Preferred unit distribution..................................        (888)           --            --         (888)
Beneficial conversion feature................................     (29,361)           --            --      (29,361)
                                                               -----------  ------------  ------------  ----------
Net income (loss) available to common unitholders............   $   2,133    $   83,100    $  (83,100)  $    2,133
                                                               -----------  ------------  ------------  ----------
                                                               -----------  ------------  ------------  ----------
</TABLE>
 
                                       52
<PAGE>
 
<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31, 1996
                                                               ---------------------------------------------------
                                                                MACK-CALI    MACK-CALI
                                                                 REALTY,      PROPERTY
                                                                  L.P.      PARTNERSHIPS  ELIMINATIONS   COMBINED
                                                               -----------  ------------  ------------  ----------
<S>                                                            <C>          <C>           <C>           <C>
                                                                                 (IN THOUSANDS)
REVENUES
Base rents...................................................   $      --    $   77,134    $     (212)  $   76,922
Escalations and recoveries from tenants......................          --        14,443           (14)      14,429
Management fees from Property Partnerships...................       2,862            --        (2,862)          --
Parking and other............................................         285         1,919            --        2,204
Interest income..............................................      10,033             3        (8,119)       1,917
                                                               -----------  ------------  ------------  ----------
  Total revenues.............................................      13,180        93,499       (11,207)      95,472
                                                               -----------  ------------  ------------  ----------
EXPENSES
Real estate taxes............................................          --         9,395            --        9,395
Utilities....................................................          14         8,138           (14)       8,138
Operating services...........................................         237        11,892            --       12,129
Management fees to Operating Partnership.....................          --         2,862        (2,862)          --
General and administrative...................................       5,637           375          (212)       5,800
Depreciation and amortization................................          52        14,679            --       14,731
Interest expense.............................................       4,672        17,205        (8,119)      13,758
                                                               -----------  ------------  ------------  ----------
  Total expenses.............................................      10,612        64,546       (11,207)      63,951
                                                               -----------  ------------  ------------  ----------
Income before equity in net income of unconsolidated
  majority-owned Property Partnerships, gain on sale of
  rental property and extraordinary item.....................       2,568        28,953            --       31,521
Equity in net income of unconsolidated majority-owned
  Property Partnerships......................................      34,611            --       (34,611)          --
                                                               -----------  ------------  ------------  ----------
Income (loss) before gain on sale of rental property and
  extraordinary item.........................................      37,179        28,953       (34,611)      31,521
Gain on sale of rental property..............................          --         5,658            --        5,658
                                                               -----------  ------------  ------------  ----------
Income (loss) before extraordinary item......................      37,179        34,611       (34,611)      37,179
Extraordinary item--loss on early retirement of debt.........        (561)         (287)          287         (561)
                                                               -----------  ------------  ------------  ----------
Net income (loss) available to common unitholders............   $  36,618    $   34,324    $  (34,324)  $   36,618
                                                               -----------  ------------  ------------  ----------
                                                               -----------  ------------  ------------  ----------
</TABLE>
 
     YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
 
    Total revenues increased by $243.9 million, or 97.6 percent, for 1998 over
1997. Base rents increased by $221.3 million, or 107.3 percent, of which an
increase of $138.9 million, or 67.3 percent, was due to the Mack Properties, an
increase of $75.1 million, or 36.4 percent, was attributable to the Acquired
Properties, an increase of $5.5 million, or 2.7 percent, was due to the RM
Properties, and an increase of $1.8 million, or 0.9 percent, was due to
occupancy and rental rate changes at the Same-Store Properties. Escalations and
recoveries from tenants increased by $20.8 million, or 67.0 percent, of which an
increase of $11.1 million, or 35.9 percent, was due to the Mack Properties, an
increase of $9.1 million, or 29.1 percent, was attributable to the Acquired
Properties, an increase of $0.4 million, or 1.3 percent, at the Same-Store
Properties, and an increase of $0.2 million, or 0.7 percent, due to the RM
Properties. Parking and other income increased by $3.8 million, or 55.0 percent,
of which $3.3 million, or 48.3 percent, is attributable to the Same-Store
Properties, and an increase of $0.5 million, or 6.7 percent, due to the RM
Properties. Interest income decreased by $3.1 million, or 56.3 percent, due
primarily to investment of the funds held from the Operating Partnership's
October 1997 common stock offering in 1997. Additionally, the Operating
Partnership recognized $1.1 million from equity in earnings of unconsolidated
joint ventures in 1998.
 
                                       53
<PAGE>
    Total expenses for 1998 increased by $128.8 million, or 60.3 percent, as
compared to 1997. Real estate taxes increased by $22.3 million, or 85.8 percent,
for 1998 over 1997, of which an increase of $11.7 million, or 44.9 percent, was
due to the Mack Properties, an increase of $8.8 million, or 33.8 percent, was
attributable to the Acquired Properties, an increase of $1.0 million, or 3.9
percent, due to the RM Properties, and an increase of $0.8 million, or 3.2
percent, attributable to the Same-Store Properties. Additionally, operating
services increased by $32.1 million, or 103.7 percent, and utilities increased
by $20.2 million, or 110.7 percent, for 1998 over 1997. The aggregate increase
in operating services and utilities of $52.3 million, or 106.3 percent, consists
of an increase of $33.9 million, or 69.0 percent, due to the Mack Properties, an
increase of $18.3 million, or 37.2 percent, attributable to the Acquired
Properties and an increase of $0.9 million, or 1.8 percent, due to the RM
Properties, offset by a decrease of $0.8 million, or 1.7 percent, attributable
to the Same-Store Properties. General and administrative expense increased $9.7
million, or 61.2 percent, of which $6.6 million, or 41.4 percent, is due
primarily to an increase in payroll and related costs as a result of the
Operating Partnership's expansion in late 1997 and 1998 and $3.1 million, or
19.8 percent, is attributable to additional costs related to the Mack
Properties. Depreciation and amortization increased by $42.1 million, or 114.3
percent, for 1998 over 1997, of which $22.6 million, or 61.1 percent, was due to
the Mack Properties, an increase of $16.2 million, or 44.0 percent, relates to
depreciation on the Acquired Properties, an increase of $1.8 million, or 5.0
percent, due to the RM Properties, and an increase of $1.5 million, or 4.2
percent, due to the Same-Store Properties. Interest expense increased by $48.9
million, or 125.3 percent, for 1998 over 1997, of which $23.4 million, or 60.0
percent, was due to assumed mortgages from the Mack Properties, an increase of
$23.2 million, or 59.5 percent, due to net additional drawings from the
Operating Partnership's credit facilities as a result of Operating Partnership
acquisitions and the $200 million Prudential Term Loan obtained in December
1997, as well as changes in LIBOR, $1.2 million, or 3.0 percent, was
attributable to assumed mortgages on Acquired Properties, and an increase of
$1.1 million, or 2.8 percent, due to the TIAA Mortgage. Non-recurring
merger-related charges of $46.5 million were incurred in 1997, as a result of
the Mack Transaction.
 
    Net income available to common unitholders increased by $130.4 million for
1998, from $2.1 million in 1997 to $132.5 million in 1998. The increase was due
to the factors discussed above including the effect of the beneficial conversion
of $29.4 million in 1997, preferred dividends of $0.9 million in 1997, and an
extraordinary item of $4.0 million, related to early retirement of debt in 1997,
offset by preferred dividends of $16.3 million in 1998 and an extraordinary item
of $2.7 million, related to early retirement of debt in 1998.
 
     YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
 
    Total revenues increased $154.3 million, or 161.6 percent, for 1997 over
1996. Base rents increased $129.3 million, or 168.1 percent, of which an
increase of $61.4 million, or 79.7 percent, was attributable to the Acquired
Properties, an increase of $58.4 million, or 75.9 percent, due to the RM
Properties, an increase of $8.0 million, or 10.4 percent, due to the Mack
Properties and an increase of $1.8 million, or 2.4 percent, due to occupancy and
rental rate changes at the Same-Store Properties, offset by a decrease of $0.3
million, or 0.3 percent, due to the Disposition. Escalations and recoveries
increased $16.7 million, or 115.7 percent, of which an increase of $11.2
million, or 77.4 percent, was attributable to the Acquired Properties, an
increase of $4.9 million, or 34.2 percent, due to the RM Properties, an increase
of $0.5 million, or 3.7 percent, due to the Mack Properties, and an increase of
$0.1 million, or 0.4 percent, due to occupancy changes at the Same-Store
Properties. Parking and other income increased $4.7 million, or 213.5 percent,
of which $4.0 million, or 182.1 percent, was attributable to the RM Properties
and $0.8 million, or 37.6 percent, was attributable to the Acquired Properties,
offset by a decrease of $0.1 million, or 6.2 percent, due to the Same-Store
Properties. Interest income increased $3.6 million, or 189.3 percent, due
primarily to investment of the funds held from the Operating Partnership's
October 1997 common stock offering.
 
                                       54
<PAGE>
    Total expenses for 1997 increased $149.4 million, or 233.7 percent, as
compared to 1996. Real estate taxes increased $16.6 million, or 176.7 percent,
for 1997 over 1996, of which an increase of $6.6 million, or 69.6 percent, was
attributable to the Acquired Properties, an increase of $9.0 million, or 95.9
percent, due to the RM Properties, an increase of $0.6 million, or 6.6 percent,
due to the Mack Properties, and an increase of $0.5 million, or 5.1 percent,
attributable to the Same-Store Properties, offset by a decrease of $0.1 million,
or 0.5 percent, due to the Disposition. Additionally, operating services
increased $18.7 million, or 154.9 percent, and utilities increased $10.1
million, or 124.2 percent, for 1997 over 1996. The aggregate increase in
operating services and utilities of $28.8 million, or 142.6 percent, consists of
$15.5 million, or 76.7 percent, attributable to the Acquired Properties, an
increase of $12.9 million, or 63.8 percent, due to the RM Properties, and an
increase of $1.7 million, or 8.2 percent, due to the Mack Properties, offset by
a decrease of $1.1 million, or 5.3 percent, attributable to the Same-Store
Properties and a decrease of $0.2 million, or 0.8 percent, due to the
Disposition. General and administrative expense increased $10.1 million, or
173.5 percent, of which $7.1 million, or 121.1 percent, is due primarily to an
increase in payroll and related costs as a result of the Operating Partnership's
expansion in late 1996 and 1997 and $3.0 million, or 52.4 percent, is
attributable to additional costs related to the RM Properties. Depreciation and
amortization increased $22.1 million, or 150.0 percent, for 1997 over 1996, of
which $10.4 million, or 70.4 percent, relates to depreciation on the Acquired
Properties, an increase of $10.0 million, or 67.7 percent, attributable to the
RM Properties, an increase of $1.0 million, or 6.6 percent, due to the Mack
Properties, and an increase of $0.8 million, or 5.8 percent, due to the
Same-Store Properties, offset by a decrease of $0.1 million, or 0.5 percent, due
to the Disposition. Interest expense increased $25.3 million, or 184.0 percent,
for 1997 over 1996, of which $12.2 million, or 88.6 percent, was attributable to
the TIAA Mortgage, $9.1 million, or 66.5 percent, due to the Harborside
Mortgages, an increase of $1.4 million, or 9.9 percent, due to assumed mortgages
from the Mack Properties, and an increase of $8.3 million, or 60.1 percent, due
to net additional drawings from the Operating Partnership's credit facilities as
a result of Operating Partnership acquisitions and the $200 million Prudential
Term Loan obtained in December 1997, as well as changes in LIBOR, offset by a
decrease of $5.7 million, or 41.1 percent, due to the August 1997 prepayment of
the Mortgage Financing. Non-recurring merger-related charges of $46.5 million
were incurred in 1997, as a result of the Mack Transaction.
 
    Net income available to common unitholders decreased by $34.5 million for
1997, from $36.6 million in 1996 to $2.1 million in 1997. The decrease was due
to the factors discussed above including the effect of the beneficial conversion
feature of $29.4 million and distributions to preferred unitholders of $0.9
million in 1997, a gain on the sale of the Disposition property of $5.7 million
in 1996 and the recognition in 1997 of an extraordinary loss of $4.0 million,
offset by the recognition in 1996 of an extraordinary loss of $0.6 million.
 
LIQUIDITY AND CAPITAL RESOURCES
 
STATEMENT OF CASH FLOWS
 
    During the year ended December 31, 1998, the Operating Partnership generated
$208.8 million in cash flows from operating activities, and together with $1.5
billion in borrowings from the Operating Partnership's credit facilities and
funds from additional mortgage debt, $288.4 million in net proceeds from
Mack-Cali Realty Corporation's ("Corporation") common stock offerings, $20.0
million received from a repayment of a mortgage note receivable, $5.5 million in
proceeds from stock options exercised, $1.7 million in distributions received
from unconsolidated joint ventures, and $0.8 million in restricted cash, used an
aggregate of approximately $2.0 billion to acquire properties, land parcels and
pay for other tenant improvements and building improvements totaling $692.8
million, repay outstanding borrowings on its credit facilities and other
mortgage debt of $1.1 billion, pay quarterly distributions of $139.8 million,
invest $58.8 million in unconsolidated joint ventures, repurchase 854,700 shares
of the Corporation's outstanding
 
                                       55
<PAGE>
common stock for $25.1 million, provide $20.0 million for a mortgage note
receivable, pay financing costs of $10.1 million, and redeem 82,880 common units
for $3.2 million.
 
CAPITALIZATION
 
    During 1998, the Corporation issued approximately 8.0 million shares in
several offerings and sales of its common stock (at a weighted average price of
$37.38 per share) raising aggregate net proceeds of approximately $288.4
million. Additionally, during 1998, in conjunction with the funding of several
of its property acquisitions as well as redemption of certain of the contingent
units issued in the Mack Transaction, the Operating Partnership issued a total
of approximately 3.1 million Common Units and 19,694 Preferred Units
(convertible into 568,369 Common Units), with a total value of approximately
$126.3 million at time of issuance.
 
    In August 1998, the Board of Directors of the Corporation authorized a share
repurchase program under which the Corporation was permitted to purchase up to
$100.0 million of the Corporation's outstanding common stock. Purchases could be
made from time to time in open market transactions at prevailing prices or
through privately negotiated transactions. Subsequently, the Corporation
purchased, for constructive retirement, 854,700 shares of its outstanding common
stock for an aggregate cost of approximately $25.1 million. Concurrent with
these purchases, the Corporation sold to the Operating Partnership 854,700
Common Units for approximately $25.1 million.
 
    At December 31, 1998, the Operating Partnership's total mortgages and loans
payable of $1.4 billion (weighted average interest rate of 6.93 percent) was
comprised of $751.8 million of credit line borrowings and other variable rate
mortgage debt (average rate of 6.61 percent), fixed rate mortgage debt of $663.0
million (average rate of 7.32 percent), and a Contingent Obligation of $6.2
million. The Operating Partnership's total mortgage debt of approximately $743.2
million was comprised of $663.0 million in fixed rate debt and $80.2 million of
variable rate mortgage debt with a weighted average annual interest rate of 65
basis points over LIBOR.
 
    At year-end, the Operating Partnership had outstanding borrowings of $671.6
million under its revolving credit facilities (with aggregate borrowing capacity
of $1.1 billion). The outstanding borrowings were comprised of $671.6 million
from its unsecured $1.0 billion facility ("1998 Unsecured Facility"), with no
outstanding borrowings on its $100.0 million credit facility with Prudential
Securities Corp. ("Prudential Facility"). The 1998 Unsecured Facility, with 28
lender banks, carries an interest rate of 90 basis points over LIBOR and matures
in April 2001. The Prudential Facility carries an interest rate of 110 basis
points over LIBOR and matures in December 1999.
 
    The terms of the 1998 Unsecured Facility include certain restrictions and
covenants which limit, among other things, the payment of dividends (as
discussed below), the incurrence of additional indebtedness, the incurrence of
liens and the disposition of assets, and which require compliance with financial
ratios relating to the maximum leverage ratio, the maximum amount of secured
indebtedness, the minimum amount of tangible net worth, the minimum amount of
debt service coverage, the minimum amount of fixed charge coverage, the maximum
amount of unsecured indebtedness, the minimum amount of unencumbered property
debt service coverage and certain investment limitations. The dividend
restriction referred to above provides that, except to enable the Corporation to
continue to qualify as a REIT under the Code, the Corporation will not during
any four consecutive fiscal quarters make distributions with respect to common
stock or other equity interests in an aggregate amount in excess of 90 percent
of funds from operations for such period, subject to certain other adjustments.
The 1998 Unsecured Facility also requires a 17.5 basis point fee on the unused
balance payable quarterly in arrears.
 
    The Operating Partnership has three investment grade credit ratings. Duff &
Phelps Credit Rating Co. ("DCR") and Standard & Poors Rating Services ("S&P")
have each assigned their BBB rating to prospective senior unsecured debt
offerings of the Operating Partnership. DCR and S&P have also assigned their
BBB- rating to prospective preferred stock offerings of the Corporation. Moody's
Investors
 
                                       56
<PAGE>
Service has assigned its Baa3 rating to prospective senior unsecured debt of the
Operating Partnership and its Ba1 rating to prospective preferred stock
offerings of the Corporation.
 
    In May 1995, the Operating Partnership entered into an interest rate swap
agreement with a commercial bank. The swap agreement fixes the Operating
Partnership's one-month LIBOR base for 6.285 percent per annum on a notional
amount of $24.0 million through August 1999.
 
    In October 1998, the Operating Partnership entered into a forward treasury
rate lock agreement with a commercial bank. The agreement locked an interest
rate of 4.089 percent per annum for the three-year U.S. Treasury Note effective
November 4, 1999, on a notional amount of $50.0 million. The agreement will be
used to fix the Index Rate on $50.0 million of the Harborside Mortgages, for
which the Operating Partnership's interest rate re-sets for three years
beginning November 4, 1999 to the interpolated three-year U.S. Treasury Note
plus 110 basis points (see Note 9 to the Financial Statements--"Harborside
Mortgages").
 
    As of December 31, 1998, the Operating Partnership had 167 unencumbered
properties, totaling 16.5 million square feet, representing 61.4 percent of the
Operating Partnership's total portfolio on a square footage basis. An additional
55 properties, aggregating 5.4 million square feet (20.3 percent of Operating
Partnership's portfolio) are currently encumbered by $335.3 million of mortgage
debt, which may be converted to unsecured debt at the Operating Partnership's
option. The Operating Partnership is currently reviewing its options to convert
any of the mortgage debt to unsecured debt.
 
    The Operating Partnership has an effective shelf registration statement with
the SEC for an aggregate of $2.0 billion in debt securities, preferred stock and
preferred stock represented by depositary shares. The Operating Partnership
presently has not issued any securities under these registration statements.
 
    Historically, rental revenue has been the principal source of funds to pay
operating expenses, debt service and capital expenditures, excluding
non-recurring capital expenditures. Management believes that the Operating
Partnership will have access to the capital resources necessary to expand and
develop its business. To the extent that the Operating Partnership's cash flow
from operating activities is insufficient to finance its non-recurring capital
expenditures such as property acquisition costs and other capital expenditures,
the Operating Partnership expects to finance such activities through borrowings
under its credit facilities and other debt and equity financing.
 
    The Operating Partnership expects to meet its short-term liquidity
requirements generally through its working capital and net cash provided by
operating activities, along with the 1998 Unsecured Facility and the Prudential
Facility. The Operating Partnership is frequently examining potential property
acquisitions and, at any given time, one or more of such acquisitions may be
under consideration. Accordingly, the ability to fund property acquisitions is a
major part of the Operating Partnership's financing requirements. The Operating
Partnership expects to meet its financing requirements through funds generated
from operating activities, long-term or short term borrowings (including draws
on the Operating Partnership's credit facilities) and the issuance of debt
securities or additional equity securities. In addition, the Operating
Partnership anticipates utilizing the 1998 Unsecured Facility and the Prudential
Facility primarily to fund property acquisitions.
 
    The Operating Partnership's total debt at December 31, 1998 had a weighted
average term to maturity of approximately 4.2 years. The Operating Partnership
expects to increase the average term to maturity on its debt in 1999. The
Operating Partnership has commitments to refinance $35.9 million of its
mortgages which mature in the first quarter of 1999 with $45.5 million of new
mortgage debt. The Operating Partnership does not intend to reserve funds to
retire its TIAA Mortgage, Harborside Mortgages, $150.0 Million Prudential
Mortgage Loan, its other property mortgages or other long-term mortgages and
loans payable upon maturity. Instead, the Operating Partnership will seek to
refinance such debt at maturity or retire such debt through the issuance of
additional debt or equity instruments. The Operating Partnership is considering
refinancing a portion of its outstanding borrowings from the 1998 Unsecured
Facility. The
 
                                       57
<PAGE>
Operating Partnership is reviewing various refinancing options, including the
issuance of unsecured public debt, preferred stock, and/or obtaining additional
mortgage debt, some or all of which may be completed during 1999. The Operating
Partnership anticipates that its available cash and cash equivalents and cash
flows from operating activities, together with cash available from borrowings
and other sources, will be adequate to meet the Operating Partnership's capital
and liquidity needs both in the short and long-term. However, if these sources
of funds are insufficient or unavailable, the Operating Partnership's ability to
make the expected distribution discussed below may be adversely affected.
 
    To maintain its qualification as a REIT, the Corporation must make annual
distributions to its stockholders of at least 95 percent of its REIT taxable
income, determined without regard to the dividends paid deduction and by
excluding net capital gains. The Corporation currently relies on the
distributions it receives from the Operating Partnership to make its
distributions to its stockholders. Moreover, the Operating Partnership intends
to continue to make regular quarterly distributions to its unitholders which,
based upon current policy, in the aggregate would equal approximately $128.2
million on an annualized basis. However, any such distribution would only be
paid out of available cash after meeting operating requirements, scheduled debt
service on mortgages and loans payable, and preferred unit distributions.
 
FUNDS FROM OPERATIONS
 
    The Operating Partnership considers funds from operations ("FFO"), after
adjustment for straight-lining of rents, one measure of REIT performance. Funds
from operations is defined as net income (loss) before distribution to preferred
unitholders, computed in accordance with generally accepted accounting
principles ("GAAP"), excluding gains (or losses) from debt restructuring, other
extraordinary and significant non-recurring items, and sales of property, plus
real estate-related depreciation and amortization. Funds from operations should
not be considered as an alternative to net income as an indication of the
Operating Partnership's performance or to cash flows as a measure of liquidity.
Funds from operations presented herein is not necessarily comparable to funds
from operations presented by other real estate companies due to the fact that
not all real estate companies use the same definition. However, the Operating
Partnership's funds from operations is comparable to the funds from operations
of real estate companies that use the current definition of the National
Association of Real Estate Investment Trusts ("NAREIT"), after the adjustment
for straight-lining of rents.
 
    NAREIT's definition of funds from operations indicates that the calculation
should be made before any extraordinary item (determined in accordance with
GAAP), and before any deduction of significant non-recurring events that
materially distort the comparative measurement of the Operating Partnership's
performance.
 
                                       58
<PAGE>
    Funds from operations for the years ended December 31, 1998 and 1997, as
calculated in accordance with NAREIT's definition as published in March 1995,
are summarized in the following table (IN THOUSANDS):
 
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                                             -------------------------------------
                                                                                1998         1997         1996
                                                                             -----------  -----------  -----------
<S>                                                                          <C>          <C>          <C>
Income before non-recurring merger-related charges, gain on sale of rental
  property, distribution to preferred unitholders, beneficial conversion
  feature and extraordinary item...........................................  $   151,464  $    82,886  $    31,521
Add: Real estate-related depreciation and amortization (1).................       79,169       36,599       14,677
Deduct: Rental income adjustment for straight-lining of rents (1)..........      (13,684)      (7,733)        (978)
                                                                             -----------  -----------  -----------
Funds from operations, after adjustment for straight-lining of rents,
  before distributions to preferred unitholders............................  $   216,949  $   111,752  $    45,220
Deduct: Distributions to preferred unitholders.............................      (16,313)        (888)          --
                                                                             -----------  -----------  -----------
Funds from operations, after adjustment for straight-lining of rents, after
  distributions to preferred unitholders...................................  $   200,636  $   110,864  $    45,220
                                                                             -----------  -----------  -----------
                                                                             -----------  -----------  -----------
Cash flows provided by operating activities................................  $   208,761  $    66,661  $    39,382
Cash flows used in investing activities....................................  $  (749,067) $  (975,574) $  (305,891)
Cash flows provided by financing activities................................  $   543,411  $   706,368  $   470,893
                                                                             -----------  -----------  -----------
Basic weighted average units outstanding (2)...............................       63,438       43,356       21,172
                                                                             -----------  -----------  -----------
Diluted weighted average units outstanding (2).............................       70,867       44,604       21,652
                                                                             -----------  -----------  -----------
</TABLE>
 
------------------------
 
(1) Includes FFO adjustments in 1998 related to the Operating Partnership's
    investments in unconsolidated joint ventures and in 1997, investments in
    unconsolidated majority-owned property partnerships.
 
(2) See calculations for the amounts presented in the reconciliation below.
 
    The following schedule reconciles the Operating Partnership's basic weighted
average units to the diluted weighted average units presented above:
 
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31,
                                                                                       -------------------------------
                                                                                         1998       1997       1996
                                                                                       ---------  ---------  ---------
<S>                                                                                    <C>        <C>        <C>
Basic weighted average units:........................................................     63,438     43,356     21,172
Add: Weighted average preferred units
  (after conversion to common units).................................................      6,974        383         --
Stock options........................................................................        411        579        264
Stock warrants.......................................................................         44         33         --
Redeemable partnership units.........................................................         --        253        216
                                                                                       ---------  ---------  ---------
Diluted weighted average units:......................................................     70,867     44,604     21,652
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
</TABLE>
 
INFLATION
 
    The Operating Partnership's leases with the majority of its tenants provide
for recoveries and escalation charges based upon the tenant's proportionate
share of, and/or increases in, real estate taxes and certain operating costs,
which reduce the Operating Partnership's exposure to increases in operating
costs resulting from inflation.
 
                                       59
<PAGE>
DISRUPTION IN OPERATIONS DUE TO YEAR 2000 PROBLEMS
 
GENERAL
 
    The Year 2000 problem is the result of computer programs and embedded chips
using a two-digit format, as opposed to four digits, to indicate the year. Such
computer systems may be unable to interpret dates beyond the year 1999, which
could cause a system failure or other computer errors, leading to disruptions in
operations. We have developed a three-phase Year 2000 project (the "Project") to
determine our Year 2000 systems compliance. Phase I is to identify those systems
with which we have exposure to Year 2000 problems. Phase II is the development
and implementation of action plans to be Year 2000 compliant in all areas by
early 1999. Phase III, to be completed by mid-1999, is the final testing of each
major area of exposure to assure compliance. We have identified three major
areas critical for successful Year 2000 compliance: (i) our central accounting
and operating computer system at our Cranford, New Jersey headquarters and local
networks and related systems in our regional offices, (ii) inquiries of our
tenants and key vendors as to their Year 2000 readiness and (iii) assessment of
our individual buildings as to the Year 2000 readiness of their operating
systems. We believe that progress in all such areas is proceeding on schedule
and that we will experience no material adverse effect as a result of the Year
2000 problem. There can, however, be no assurance that this will be the case.
Set forth below is a more detailed analysis of the Project and its anticipated
impact on us.
 
CENTRAL ACCOUNTING AND OPERATING SYSTEMS
 
    We have completed a review of key computer hardware and software and other
equipment, and have modified, upgraded or replaced all identified hardware and
equipment in our corporate and regional offices that we believe may be affected
by problems associated with Year 2000. Such hardware includes desktop and laptop
computers, servers, printers, telecopier machines and telephones. We, as part of
our routine modernization efforts, have completed necessary upgrades to
identified secondary software systems, such as word processing, spreadsheet
applications, telephone voicemail systems and computer calendar programs. The
software supplier of our accounting system is currently completing its Year 2000
upgrade and is scheduled to supply us with Year 2000 compliant software by March
31, 1999 at no cost to us. We are confident that such software will be delivered
as indicated. We anticipate internal testing of such software to be completed by
June 1999.
 
TENANT COMPLIANCE
 
    We believe that the completion of the Project as scheduled will minimize
Year 2000 related problems in our internal operations. However, we may still be
adversely impacted by Year 2000 related issues as a result of problems outside
our control, such as the inability of tenants to pay rent when due. In order to
gauge such risk, we sent questionnaires to each of our then existing tenants in
August 1998 to assess their Year 2000 compliance status. The responses to these
questionnaires continue to be received, reviewed and evaluated. Based on the
responses received, we do not anticipate any material adverse impact on the
orderly payment of monthly rent. Therefore, while there can be no assurance that
Year 2000 problems of tenants will not have a material adverse effect on our
operating results or financial condition, the information available to us
indicates such an occurrence is not likely.
 
PROPERTY COMPLIANCE
 
    Our property managers have completed Phase I of the Project, a building by
building survey of all of our properties to determine whether building support
systems such as heat, power, light, security, garages and elevators will be
affected by the advent of the Year 2000. Most of such systems either are already
Year 2000 compliant or contain no computerized parts. Our property managers are
currently completing Phase II of the Project, the development and implementation
of action plans to modify, upgrade or replace non-compliant building systems.
Once installed, these building systems will be tested for compliance pursuant to
Phase III of the Project.
 
                                       60
<PAGE>
    We have communicated with vendors of building systems or other services to
our buildings regarding their Year 2000 compliance. In many instances, we will
rely on the written representations from these
vendors regarding the Year 2000 compliance of their product or service. We are
also relying on assurances requested from utility providers of their Year 2000
compliance and their continued ability to provide uninterrupted service to our
buildings. We anticipate incurring a total of approximately $1.0 million in
costs to modify, upgrade and/or replace identified building support systems for
Year 2000 compliance.
 
WORST CASE EXPOSURE
 
    We are aware that it is generally believed that the Year 2000 problem, if
uncorrected, may result in a worldwide economic crisis. We are unable to
determine whether such predictions are true or false. However, if such
predictions prove true, we assume that all companies (including ours) will
experience the effects in one way or another. The most reasonably likely worst
case scenario we anticipate in connection with the Year 2000 problem relates to
the failure of the upgrade to our accounting system to effectively become Year
2000 compliant. We believe that such an event is unlikely, but an occurrence of
the foregoing might have a material adverse impact on our operations. We cannot
currently assess the financial impact of such a worst case scenario.
 
CONTINGENCY PLANS
 
    We are developing contingency plans to address the Year 2000 non-compliance
of (i) critical building support systems and (ii) our accounting system.
 
    CRITICAL BUILDING SYSTEMS.  We believe that the failure of any of the
following critical building support systems due to Year 2000 problems could have
a material adverse impact on the performance of an individual building: security
systems, elevator systems or fire/life safety systems. We believe that in the
event of a Year 2000 related failure in a building security system, we would be
able to maintain adequate security at the building through the use of security
guards. We believe that in the event of a Year 2000 related failure in a
building elevator system, adequate access would exist at most of our buildings
through existing stairways. We believe that in the event of a Year 2000 related
failure in a building fire/life safety system, our property management staff
would be able to manually operate such system.
 
    ACCOUNTING SOFTWARE.  We believe that failure of the Year 2000 compliance
upgrade to our accounting software might have a material adverse impact on our
operations. However, we believe that financial data within any given fiscal year
will remain intact and retrievable. We believe that alternative accounting
software and/or manual bookkeeping would minimize the impact of a Year 2000
related failure of our current accounting software.
 
RISKS
 
    The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect our results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 problem, resulting in part from the uncertainty of the
Year 2000 readiness of third-party vendors and tenants, we are unable to
determine at this time whether the consequences of Year 2000 failures will have
a material impact on our results of operations, liquidity or financial
condition. The Project is expected to significantly reduce our level of
uncertainty about the Year 2000 problem. We believe that, with the
implementation and completion of the Project as scheduled, the possibility of
significant interruptions of normal operations should be reduced.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    Approximately $669.1 million of the Operating Partnership's long-term debt
bears interest at fixed rates, and therefore the fair value of these instruments
is affected by changes in the market interest rates. The following table
presents principal cash flows (in thousands) based upon maturity dates of the
debt obligations and the related weighted-average interest rates by expected
maturity dates for the fixed rate
 
                                       61
<PAGE>
debt. The interest rate on the variable rate debt as of December 31, 1998 ranged
from LIBOR plus 0.65% to LIBOR plus 0.90%.
 
DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
LONG-TERM
DEBT, INCLUDING                                                                                                     FAIR
CURRENT PORTION                      1999       2000       2001       2002       2003     THEREAFTER     TOTAL      VALUE
---------------------------------  ---------  ---------  ---------  ---------  ---------  -----------  ---------  ---------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>          <C>        <C>
Fixed Rate.......................  $  47,450  $   9,069  $   8,003  $  11,783  $ 211,286   $ 381,536   $ 669,127  $ 679,156
Average Interest Rate............      7.65%      7.30%      7.28%      7.10%      7.31%       7.23%
 
Variable Rate....................  $   8,000             $ 671,600                         $  72,204   $ 751,804  $ 751,804
</TABLE>
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The response to this item is submitted as a separate section of this Form
10-K. See Item 14.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
    None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    The information required by Item 10 is incorporated by reference from the
Corporation's definitive proxy statement for its annual meeting of shareholders
to be held on May 19, 1999.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
    The information required by Item 11 is incorporated by reference from the
Corporation's definitive proxy statement for its annual meeting of shareholders
to be held on May 19, 1999.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The information required by Item 12 is incorporated by reference from the
Corporation's definitive proxy statement for its annual meeting of shareholders
to be held on May 19, 1999.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The information required by Item 13 is incorporated by reference from the
Corporation's definitive proxy statement for its annual meeting of shareholders
to be held on May 19, 1999.
 
                                       62
<PAGE>
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
 
<TABLE>
<S>        <C>
(A)1.      Financial Statements and Report of PricewaterhouseCoopers LLP, Independent
           Accountants
           Consolidated Balance Sheets as of December 31, 1998 and 1997
           Consolidated Statements of Operations for the Years Ended December 31, 1998, 1997 and
           1996
           Consolidated Statement of Changes in Partners' Capital for the Years Ended December
           31, 1998, 1997 and 1996
           Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and
           1996
           Notes to Consolidated Financial Statements
(A)2.      FINANCIAL STATEMENT SCHEDULE
           Schedule III--Real Estate Investments and Accumulated Depreciation as of December 31,
           1998
           All other schedules are omitted because they are not required or the required
           information is shown in the financial statements or notes thereto.
(A)3.      EXHIBITS
           The following exhibits are filed herewith or are incorporated by reference to
           exhibits previously filed:
</TABLE>
 
<TABLE>
<CAPTION>
 EXHIBIT NO.                                              EXHIBIT TITLE
-------------  ---------------------------------------------------------------------------------------------------
<C>            <S>
    10.1       Agreement of Limited Partnership of HPMC Development Partners, L.P., dated as of April 23, 1998, by
               and among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali California Development
               Associates L.P.
    10.2       Supplement to Agreement of Limited Partnership of HPMC Development Partners, L.P., dated as of
               April 23, 1998, by and among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali
               California Development Associates L.P.
    10.3       First Amendment to Agreement of Limited Partnership of HPMC Development Partners, L.P., dated as of
               October 8, 1998, by and among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali
               California Development Associates L.P.
    10.4       Agreement of Limited Partnership of HPMC Lava Ridge Partners, L.P., dated as of July 21, 1998, by
               and among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali California Development
               Associates L.P.
    10.5       Amendment No. 1 to Revolving Credit Agreement dated July 20, 1998, by and among Mack-Cali Realty,
               L.P. and The Chase Manhattan Bank, Fleet National Bank and Other Lenders Which May Become Parties
               Thereto
    10.6       Agreement No. 2 to Revolving Credit Agreement, dated as of December 30, 1998, among Mack-Cali
               Realty, L.P. and The Chase Manhattan Bank, Fleet National Bank and Other Lenders Which May Become
               Parties Thereto
     23        Consent of PricewaterhouseCoopers LLP, independent accountants
     27        Financial Data Schedule
</TABLE>
 
<TABLE>
<S>        <C>
(B)        REPORTS ON FORM 8-K
           None.
</TABLE>
 
<TABLE>
<S>        <C>
(D)        The documents listed below have been filed by the Operating Partnership on
           Registration Statement Form S-3 (File No. 333-57103) with the Commission and are
           incorporated by reference:
           (i)  The combined financial statements of Mack-Cali Realty, L.P. and Mack-Cali
           Property Partnerships as of December 31, 1997 and 1996 and the three years in the
                period ended December 31, 1997 and Report of Independent Accountants.
</TABLE>
 
                                       63
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Partners of Mack-Cali Realty, L.P.
 
    In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 (a) (1) on page 63 present fairly, in all material
respects, the financial position of Mack-Cali Realty L.P. and its subsidiaries
at December 31, 1998 and 1997, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule listed in the index appearing under
Item 14(a)(2) on page 63 presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Operating Partnership's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
 
/s/ PRICEWATERHOUSECOOPERS LLP
---------------------------------
 
PricewaterhouseCoopers LLP
 
New York, New York
February 23, 1999
 
                                       64
<PAGE>
                    MACK-CALI REALTY, L.P. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
                (DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                        --------------------------
<S>                                                                                     <C>           <C>
                                                                                            1998          1997
                                                                                        ------------  ------------
                                                      ASSETS
Rental property
  Land and leasehold interests........................................................  $    510,534  $      9,881
  Buildings and improvements..........................................................     2,887,115        52,113
  Tenant improvements.................................................................        64,464            --
  Furniture, fixtures and equipment...................................................         5,686         3,598
                                                                                        ------------  ------------
                                                                                           3,467,799        65,592
Less--accumulated depreciation and amortization.......................................      (177,934)         (644)
                                                                                        ------------  ------------
  Total rental property...............................................................     3,289,865        64,948
Cash and cash equivalents.............................................................         5,809         2,176
Investments in unconsolidated majority-owned Property Partnerships....................            --     1,821,614
Investments in unconsolidated joint ventures..........................................        66,508            --
Unbilled rents receivable.............................................................        41,038             6
Deferred charges and other assets, net................................................        39,020         4,666
Restricted cash.......................................................................         6,026            --
Accounts receivable, net of allowance for doubtful accounts of $670 and $327..........         3,928           514
Mortgage note receivable..............................................................            --         7,250
                                                                                        ------------  ------------
Total assets..........................................................................  $  3,452,194  $  1,901,174
                                                                                        ------------  ------------
                                                                                        ------------  ------------
                                        LIABILITIES AND PARTNERS' CAPITAL
Mortgages and loans payable...........................................................  $  1,420,931  $    322,100
Distributions payable.................................................................        40,564        28,089
Accounts payable and accrued expenses.................................................        33,253        11,814
Rents received in advance and security deposits.......................................        29,980         1,115
Accrued interest payable..............................................................         2,246         1,371
                                                                                        ------------  ------------
  Total liabilities...................................................................     1,526,974       364,489
                                                                                        ------------  ------------
Commitments and contingencies
Redeemable Partnership Units:
  Preferred units, none and 230,562 units outstanding at redemption value.............            --       272,815
  Limited partners, none and 6,097,477 common units outstanding at redemption value...            --       249,997
                                                                                        ------------  ------------
  Total redeemable partnership units..................................................            --       522,812
                                                                                        ------------  ------------
PARTNERS' CAPITAL:
  Preferred units, 250,256 and none units outstanding.................................       223,330            --
  General partner, 57,266,137 and 49,856,289 common units outstanding.................     1,387,674     1,005,349
  Limited partners, 9,086,585 and none common units outstanding.......................       305,692            --
  Unit warrants, 2,000,000 and 2,000,000 outstanding..................................         8,524         8,524
                                                                                        ------------  ------------
  Total partners' capital.............................................................     1,925,220     1,013,873
                                                                                        ------------  ------------
Total liabilities and partners' capital...............................................  $  3,452,194  $  1,901,174
                                                                                        ------------  ------------
                                                                                        ------------  ------------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       65
<PAGE>
                    MACK-CALI REALTY, L.P. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                    (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                      YEAR ENDED DECEMBER 31,
                                                                                  --------------------------------
<S>                                                                               <C>         <C>        <C>
                                                                                     1998       1997       1996
                                                                                  ----------  ---------  ---------
                                          REVENUES
Base rents......................................................................  $  427,528  $     524  $      --
Escalations and recoveries from tenants.........................................      51,981         84         --
Management fees from Property Partnerships......................................          --      6,532      2,862
Parking and other...............................................................      10,712      2,268        285
Interest income.................................................................       2,423     13,727     10,033
Equity in earnings of unconsolidated joint ventures.............................       1,055         --         --
                                                                                  ----------  ---------  ---------
    Total revenues..............................................................     493,699     23,135     13,180
                                                                                  ----------  ---------  ---------
                                          EXPENSES
Real estate taxes...............................................................      48,297         68         --
Utilities.......................................................................      38,440         57         14
Operating services..............................................................      62,967      1,745        237
General and administrative......................................................      25,572     15,061      5,637
Depreciation and amortization...................................................      78,916        279         52
Interest expense................................................................      88,043      9,670      4,672
Non-recurring merger-related charges............................................          --     46,519         --
                                                                                  ----------  ---------  ---------
    Total expenses..............................................................     342,235     73,399     10,612
                                                                                  ----------  ---------  ---------
Income (loss) before equity in net income of unconsolidated
  majority-owned Property Partnerships and extraordinary item...................     151,464    (50,264)     2,568
Equity in net income of unconsolidated majority-owned Property Partnerships.....          --     89,846     34,611
                                                                                  ----------  ---------  ---------
Income before extraordinary item................................................     151,464     39,582     37,179
Extraordinary item--loss on early retirement of debt............................      (2,670)    (7,200)      (561)
                                                                                  ----------  ---------  ---------
Net income......................................................................     148,794     32,382     36,618
Preferred unit distributions....................................................     (16,313)      (888)        --
Beneficial conversion feature...................................................          --    (29,361)        --
                                                                                  ----------  ---------  ---------
Net income available to common unitholders......................................  $  132,481  $   2,133  $  36,618
                                                                                  ----------  ---------  ---------
                                                                                  ----------  ---------  ---------
BASIC EARNINGS PER UNIT:
Income before extraordinary item................................................  $     2.13  $    0.22  $    1.76
Extraordinary item--loss on early retirement of debt............................       (0.04)     (0.17)     (0.03)
                                                                                  ----------  ---------  ---------
Net income......................................................................  $     2.09  $    0.05  $    1.73
                                                                                  ----------  ---------  ---------
                                                                                  ----------  ---------  ---------
DILUTED EARNINGS PER UNIT:
Income before extraordinary item................................................  $     2.11  $    0.21  $    1.72
Extraordinary item--loss on early retirement of debt............................       (0.04)     (0.16)     (0.03)
                                                                                  ----------  ---------  ---------
Net income......................................................................  $     2.07  $    0.05  $    1.69
                                                                                  ----------  ---------  ---------
                                                                                  ----------  ---------  ---------
Distributions declared per common unit..........................................  $     2.10  $    1.90  $    1.75
                                                                                  ----------  ---------  ---------
Basic weighted average units outstanding........................................      63,438     43,356     21,172
Diluted weighted average units outstanding......................................      63,893     44,409     21,652
                                                                                  ----------  ---------  ---------
</TABLE>
 
  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.
 
                                       66
<PAGE>
                    MACK-CALI REALTY, L.P. AND SUBSIDIARIES
 
             CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
 
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                     GENERAL      LIMITED
                                     PREFERRRED      PARTNER      PARTNER     PREFERRED    GENERAL     LIMITED      UNIT
                                        UNITS         UNITS        UNITS     UNITHOLDERS   PARTNER    PARTNERS    WARRANTS
                                    -------------  -----------  -----------  -----------  ----------  ---------  -----------
<S>                                 <C>            <C>          <C>          <C>          <C>         <C>        <C>
Balance at January 1, 1996........           --        15,105           --    $      --   $  152,846  $      --   $      --
Net income........................           --            --           --           --       31,944         --          --
Distributions.....................           --            --           --           --      (37,666)        --          --
Contributions--net proceeds from
  common stock offerings..........           --        20,987           --           --      518,219         --          --
Redemption of limited partner
  units for shares of common
  stock...........................           --           101           --           --        1,073         --          --
Contributions--proceeds from stock
  options exercised...............           --           126           --           --        2,001         --          --
Adjustment to reflect preferred
  unitholders'and limited
  partners' capital at redemption
  value...........................           --            --           --           --      (23,126)        --          --
                                            ---    -----------       -----   -----------  ----------  ---------  -----------
Balance as December 31, 1996......                     36,319           --           --      645,291         --          --
Net income........................           --            --           --           --        1,405         --          --
Distributions.....................           --            --           --           --      (76,311)        --          --
Contributions--net proceeds from
  common stock offerings..........           --        13,000           --           --      489,116         --          --
Redemption of limited partner
  units for shares of common
  stock...........................           --             1           --           --           17         --          --
Contributions--proceed from stock
  options exercised...............           --           337           --           --        7,187         --          --
Issuance of Stock Awards Rights
  and Stock Purchase Rights.......           --           351           --           --       12,526         --          --
Beneficial conversion feature.....           --            --           --           --       26,801         --          --
Issuance of 2,000 Unit Warrants...           --            --           --           --           --         --       8,524
Repurchase of common stock........           --          (152)          --           --       (4,680)        --          --
Adjustment to reflect preferred
  unitholders' and limited
  partners' capital at redemption
  value...........................           --            --           --           --      (96,003)        --          --
                                            ---    -----------       -----   -----------  ----------  ---------  -----------
Balance at December 31, 1997......           --        49,856           --           --    1,005,349         --       8,524
Net income........................           --            --           --        6,046      116,578      6,643          --
Distributions.....................           --            --           --       (8,417)    (119,950)    (9,204)         --
Contributions--net proceeds from
  common stock offerings..........           --         7,968           --           --      288,393         --          --
Redemption of limited partner
  units for shares of common
  stock...........................           --            29           (7)          --        1,029       (181)         --
Contributions--proceeds from stock
  options exercised...............           --           268           --           --        5,475         --          --
Issuance of units in connection
  with acquisitions...............           --            --        1,367           --           --     41,559          --
Issuance of Preferred Units.......            2            --           --        2,258           --         --          --
Repurchase of common stock........           --          (855)          --           --      (25,058)        --          --
Adjustment to reflect preferred
  unitholders'and limited
  partners' capital at redemption
  value...........................           --            --           --           --      115,858         --          --
Reclassification of previously
  redeemable partnership units....          248            --        7,727      223,443           --    266,875          --
                                            ---    -----------       -----   -----------  ----------  ---------  -----------
Balance at December 31, 1998......          250        57,266        9,087    $ 223,330   $1,387,674  $ 305,692   $   8,524
                                            ---    -----------       -----   -----------  ----------  ---------  -----------
                                            ---    -----------       -----   -----------  ----------  ---------  -----------
 
<CAPTION>
 
                                      TOTAL
                                    ----------
<S>                                 <C>
Balance at January 1, 1996........  $  152,846
Net income........................      31,944
Distributions.....................     (37,666)
Contributions--net proceeds from
  common stock offerings..........     518,219
Redemption of limited partner
  units for shares of common
  stock...........................       1,073
Contributions--proceeds from stock
  options exercised...............       2,001
Adjustment to reflect preferred
  unitholders'and limited
  partners' capital at redemption
  value...........................     (23,126)
                                    ----------
Balance as December 31, 1996......     645,291
Net income........................       1,405
Distributions.....................     (76,311)
Contributions--net proceeds from
  common stock offerings..........     489,116
Redemption of limited partner
  units for shares of common
  stock...........................          17
Contributions--proceed from stock
  options exercised...............       7,187
Issuance of Stock Awards Rights
  and Stock Purchase Rights.......      12,526
Beneficial conversion feature.....      26,801
Issuance of 2,000 Unit Warrants...       8,524
Repurchase of common stock........      (4,680)
Adjustment to reflect preferred
  unitholders' and limited
  partners' capital at redemption
  value...........................     (96,003)
                                    ----------
Balance at December 31, 1997......   1,013,873
Net income........................     129,267
Distributions.....................    (137,571)
Contributions--net proceeds from
  common stock offerings..........     288,393
Redemption of limited partner
  units for shares of common
  stock...........................         848
Contributions--proceeds from stock
  options exercised...............       5,475
Issuance of units in connection
  with acquisitions...............      41,559
Issuance of Preferred Units.......       2,258
Repurchase of common stock........     (25,058)
Adjustment to reflect preferred
  unitholders'and limited
  partners' capital at redemption
  value...........................     115,858
Reclassification of previously
  redeemable partnership units....     490,318
                                    ----------
Balance at December 31, 1998......  $1,925,220
                                    ----------
                                    ----------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       67
<PAGE>
                    MACK-CALI REALTY, L.P. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31,
                                                                              -----------------------------------------
                                                                                  1998           1997          1996
                                                                              -------------  -------------  -----------
<S>                                                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................................  $     148,794  $      32,382  $    36,618
Adjustments to reconcile net income to net cash provided by operating
  activities:
  Depreciation and amortization.............................................         78,916            279           52
    Amortization of stock compensation......................................             --         12,526           --
    Amortization of premium on loans receivable.............................             --            924        1,585
    Amortization of deferred financing costs................................          1,580            585          263
    Equity in earnings of unconsolidated joint ventures.....................         (1,055)            --           --
    Extraordinary item--loss on early retirement of debt....................          2,670          7,200          561
Changes in operating assets and liabilities:
    Increase in unbilled rents receivable...................................        (13,600)            (6)          --
    Increase in deferred charges and other assets, net......................        (17,811)        (1,035)         425
    (Increase) decrease in accounts receivable, net.........................           (192)            24           81
    Increase in accounts payable and accrued expenses.......................          2,117         11,414          (21)
    Increase in rents received in advance and security deposits.............          8,585          1,115           --
    (Decrease) increase in accrued interest payable.........................         (1,243)         1,253         (182)
                                                                              -------------  -------------  -----------
  Net cash provided by operating activities.................................  $     208,761  $      66,661  $    39,382
                                                                              -------------  -------------  -----------
                                                                              -------------  -------------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to rental property................................................  $    (692,766) $     (46,100) $      (142)
Issuance of mortgage note receivable........................................        (20,000)       (11,600)          --
Repayment of mortgage note receivable.......................................         20,000             --           --
Decrease in loans receivable from
Property Partnerships.......................................................             --         77,802           --
Distributions in excess of equity in net income of majority-owned Property
  Partnerships..............................................................             --        136,144       57,358
Contributions to Property Partnerships......................................             --     (1,131,820)    (363,506)
Investments in unconsolidated joint ventures................................        (58,844)            --           --
Distributions from unconsolidated joint ventures............................          1,725             --           --
Decrease in restricted cash.................................................            818             --          399
                                                                              -------------  -------------  -----------
  Net cash used in investing activities.....................................  $    (749,067) $    (975,574) $  (305,891)
                                                                              -------------  -------------  -----------
                                                                              -------------  -------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages and loans payable...................................  $   1,525,758  $     669,180  $   272,113
Repayments of mortgages and loans payable...................................     (1,098,065)      (376,885)    (289,007)
Redemption of common units..................................................         (3,163)            --           --
Payment of financing costs..................................................        (10,110)        (3,095)          --
Purchase of treasury units..................................................        (25,058)        (4,680)          --
Net proceeds from common stock offerings....................................        288,393        489,116      518,219
Proceeds from stock options exercised.......................................          5,475          7,187        2,001
Payment of distributions....................................................       (139,819)       (74,455)     (32,433)
                                                                              -------------  -------------  -----------
  Net cash provided by financing activities.................................  $     543,411  $     706,368  $   470,893
                                                                              -------------  -------------  -----------
                                                                              -------------  -------------  -----------
Net increase (decrease) in cash and cash equivalents........................  $       3,105  $    (202,545) $   204,384
Cash and cash equivalents, beginning of period..............................  $       2,704  $     204,721          337
                                                                              -------------  -------------  -----------
Cash and cash equivalents, end of period....................................  $       5,809  $       2,176  $   204,721
                                                                              -------------  -------------  -----------
                                                                              -------------  -------------  -----------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                       68
<PAGE>
                    MACK-CALI REALTY, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
 
1. ORGANIZATION AND BASIS OF PRESENTATION
 
ORGANIZATION
 
    Mack-Cali Realty, L.P., a Delaware limited partnership, and subsidiaries
(the "Operating Partnership"), was formed on August 31, 1994 to conduct the
business of leasing, management, acquisition, development, construction, and
tenant-related services for its sole general partner, Mack-Cali Realty
Corporation (the "Corporation" or "General Partner") and subsidiaries. The
Operating Partnership, through its operating divisions and subsidiaries,
including the Mack-Cali Property Partnerships (the "Property Partnerships"), as
described below, is the entity through which all of the General Partner's
operations are conducted.
 
    The Property Partnerships, not a legal entity, consist of partnerships which
are engaged in the ownership and operation of the Properties (as hereinafter
defined) of the Operating Partnership, excluding certain Properties which are
wholly-owned by the Operating Partnership. Prior to January 1, 1998 the Property
Partnerships were owned 99 percent by the Operating Partnership as a
non-controlling limited partner, and one percent by the General Partner, as a
controlling general partner. During 1998, the Operating Partnership obtained
control of the Property Partnerships pursuant to agreements with the General
Partner.
 
    The General Partner is a fully-integrated, self-administered, self-managed
real estate investment trust ("REIT"). The General Partner controls the
Operating Partnership as its sole general partner, and owned an 86.3 percent and
89.1 percent common unit interest in the Operating Partnership at December 31,
1998 and 1997, respectively.
 
    The General Partner's business is the ownership of interests in and
operation of the Operating Partnership, and all of the General Partner's
expenses are incurred for the benefit of the Operating Partnership. The General
Partner is reimbursed by the Operating Partnership for all expenses it incurs
relating to the ownership and operation of the Operating Partnership. The
Operating Partnership earns a management fee of between three percent and five
percent of revenues, as defined, for its management of the Property
Partnerships.
 
    As of December 31, 1998, the Operating Partnership owned or had interests in
249 properties plus developable land (collectively, the "Properties"). The
Properties aggregate approximately 27.8 million square feet, and are comprised
of 157 office and 80 office/flex buildings totaling approximately 27.4 million
square feet (which included four office properties and one office/flex property,
aggregating 1.0 million square feet, owned by unconsolidated joint ventures in
which the Operating Partnership has investment interests), six
industrial/warehouse buildings totaling approximately 387,400 square feet, two
multi-family residential complexes consisting of 453 units, two stand-alone
retail properties and two land leases. The Properties are located in 12 states,
primarily in the Northeast, plus the District of Columbia.
 
BASIS OF PRESENTATION
 
    The accompanying consolidated financial statements include all accounts of
the Operating Partnership and its subsidiaries, including the Property
Partnerships. During 1998, the Operating Partnership obtained control of the
Property Partnerships pursuant to agreements with the General Partner, as
discussed above. Accordingly, the accounts of the Property Partnerships are
consolidated with the financial statements of the Operating Partnership
effective January 1, 1998. Prior to January 1, 1998, the Operating Partnership
accounted for the Property Partnerships under the equity method of accounting.
All significant intercompany accounts and transactions have been eliminated. See
"Investments in Unconsolidated
 
                                       69
<PAGE>
1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
Majority-Owned Property Partnerships" and "Investments in Unconsolidated Joint
Ventures" in Note 2 for the Operating Partnership's accounting treatment of
unconsolidated partnership and joint venture interests.
 
    The preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
    RENTAL PROPERTY
 
    Rental properties are stated at cost less accumulated depreciation and
amortization. Costs directly related to the acquisition and development of
rental properties are capitalized. Capitalized development costs include
interest, property taxes, insurance and other project costs incurred during the
period of construction. Ordinary repairs and maintenance are expensed as
incurred; major replacements and betterments, which improve or extend the life
of the asset, are capitalized and depreciated over their estimated useful lives.
Fully-depreciated assets are removed from the accounts.
 
    Properties are depreciated using the straight-line method over the estimated
useful lives of the assets. The estimated useful lives are as follows:
 
<TABLE>
<S>                                            <C>
Leasehold interests                            Remaining lease term
--------------------------------------------------------------------------------------------
 
Buildings and improvements                     5 to 40 years
--------------------------------------------------------------------------------------------
 
Tenant improvements                            The shorter of the term of the related lease
                                               or useful life
--------------------------------------------------------------------------------------------
 
Furniture, fixtures and equipment              5 to 10 years
--------------------------------------------------------------------------------------------
</TABLE>
 
    On a periodic basis, management assesses whether there are any indicators
that the value of the real estate properties may be impaired. A property's value
is impaired only if management's estimate of the aggregate future cash flows
(undiscounted and without interest charges) to be generated by the property are
less than the carrying value of the property. To the extent an impairment has
occurred, the loss shall be measured as the excess of the carrying amount of the
property over the fair value of the property. Management does not believe that
the value of any of its rental properties is impaired.
 
    REDEEMABLE PARTNERSHIP UNITS
 
    Prior to August 21, 1998, the Operating Partnership accounted for the
outstanding common and preferred units not held by the Corporation as redeemable
partnership units. These units are classified outside of permanent partners'
capital in the accompanying December 31, 1997 balance sheet. These units were
initially recorded at their fair value and subsequently adjusted based on the
fair value at the balance sheet date as measured by the closing price of the
Corporation's common stock on that date multiplied by the total number of units
outstanding (see Note 11).
 
    Effective August 21, 1998, pursuant to an amendment to the Operating
Partnership agreement, in which the Operating Partnership obtained control over
the redemption rights of the units, these units were
 
                                       70
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
reclassified as a component of permanent partners' capital. The fair value of
the reclassified units was measured by the closing price of the Corporation's
common stock on that date multiplied by the total number of units outstanding.
 
    INVESTMENTS IN UNCONSOLIDATED MAJORITY-OWNED PROPERTY PARTNERSHIPS
 
    Prior to January 1, 1998, the Operating Partnership accounted for its
non-controlling 99 percent limited partner interest in the Property Partnerships
under the equity method of accounting. These investments were recorded initially
at cost, as Investments in Unconsolidated Majority-Owned Property Partnerships,
and subsequently adjusted for contributions and distributions and equity in
income. During 1998, the Operating Partnership obtained control of the Property
Partnerships pursuant to agreements with the General Partner. Accordingly, the
accounts of the Property Partnerships are consolidated with the Operating
Partnership effective January 1, 1998.
 
    INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
 
    The Operating Partnership accounts for its investments in unconsolidated
joint ventures under the equity method of accounting as the Operating
Partnership exercises significant influence, but does not control these
entities. These investments are recorded initially at cost, as Investments in
Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings
(loss) and cash contributions and distributions. See Note 5.
 
    CASH AND CASH EQUIVALENTS
 
    All highly liquid investments with a maturity of three months or less when
purchased are considered to be cash equivalents.
 
    DEFERRED FINANCING COSTS
 
    Costs incurred in obtaining financing are capitalized and amortized on a
straight-line basis, which approximates the effective interest method, over the
term of the related indebtedness. Amortization of such costs is included in
interest expense and was $1,580, $585 and $263 for the years ended December 31,
1998, 1997 and 1996, respectively.
 
    DEFERRED LEASING COSTS
 
    Costs incurred in connection with leases are capitalized and amortized on a
straight-line basis over the terms of the related leases and included in
depreciation and amortization. Unamortized deferred leasing costs are charged to
amortization expense upon early termination of the lease. Certain employees
provide leasing services to the Properties and receive compensation based on
space leased. Such compensation, which is capitalized and amortized,
approximated $3,509, for the year ended December 31, 1998 and $1,859 and $490,
for the Property Partnerships for the years ended December 31, 1997 and 1996,
respectively.
 
    REVENUE RECOGNITION
 
    Base rental revenue is recognized on a straight-line basis over the terms of
the respective leases. Unbilled rents receivable represents the amount by which
straight-line rental revenue exceeds rents currently billed in accordance with
the lease agreements. Parking revenue includes income from parking spaces leased
to tenants. Rental income on residential property under operating leases having
terms generally of one year or less is recognized when earned.
 
                                       71
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Reimbursements are received from tenants for certain costs as provided in
the lease agreements. These costs generally include real estate taxes,
utilities, insurance, common area maintenance and other recoverable costs (see
Note 15).
 
    INCOME AND OTHER TAXES
 
    The Operating Partnership is a partnership and, as a result, all income and
losses of the partnership are allocated to the partners for inclusion in their
respective income tax returns. Accordingly, no provision or benefit for income
taxes has been made in the accompanying financial statements.
 
    As of December 31, 1998, the net basis of the rental property for Federal
income tax purposes was lower than the net assets as reported in the Operating
Partnership's financial statements by approximately $975,683. The Operating
Partnership's taxable income for the years ended December 31, 1998, 1997 and
1996 was approximately $154,245, $68,800 and $34,558, respectively. The
differences between book income and taxable income primarily result from
differences in depreciation expense, the recording of rental income, the
nondeductibility of certain expenses for tax purposes, differences in revenue
recognition and the rules for tax purposes of a property exchange and issuance
of preferred convertible partnership units.
 
    INTEREST RATE CONTRACTS
 
    Interest rate contracts are utilized by the Operating Partnership to reduce
interest rate risks. The Operating Partnership does not hold or issue derivative
financial instruments for trading purposes. The differentials to be received or
paid under contracts designated as hedges are recognized in income over the life
of the contracts as adjustments to interest expense.
 
    In certain situations, the Operating Partnership uses forward treasury lock
agreements to mitigate the potential effects of changes in interest rates for
prospective transactions. Gains and losses are deferred and amortized as
adjustments to interest expense over the remaining life of the associated debt
to the extent that such debt remains outstanding.
 
    EARNINGS PER UNIT
 
    In accordance with the Statement of Financial Accounting Standards No. 128
("FASB No. 128"), the Operating Partnership presents both basic and diluted
earnings per unit ("EPU"). Basic EPU excludes dilution and is computed by
dividing net income available to common unitholders by the weighted average
number of units outstanding for the period. Diluted EPU reflects the potential
dilution that could occur if securities or other contracts to issue common units
were exercised or converted into common units, where such exercise or conversion
would result in a lower EPU amount.
 
    DISTRIBUTIONS PAYABLE
 
    The distributions payable at December 31, 1998 represents distributions
payable to common unitholders of record on January 6, 1999 (66,353,322 units),
and preferred distributions to preferred unitholders (250,256 preferred units)
for the fourth quarter 1998. The fourth quarter 1998 common unit distribution of
$0.55 per common unit (pro-rated for units issued during the quarter), as well
as the fourth quarter preferred unit distribution of $16.875 per preferred unit,
were approved by the General Partner on December 15, 1998 and paid on January
26, 1999.
 
    The distributions payable at December 31, 1997 represent distributions
payable to common unitholders of record on January 5, 1998 (55,953,766 common
units) and preferred distributions to preferred unitholders (230,562 preferred
units) for the fourth quarter 1997. The fourth quarter 1997 common unit
distribution of $0.50 per common unit (pro-rated for units issued during the
quarter), as well
 
                                       72
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
as the pro-rated fourth quarter preferred unit distribution aggregating $888,
were approved by the General Partner on December 17, 1997 and paid on January
16, 1998.
 
    EXTRAORDINARY ITEM
 
    Extraordinary item represents the effect resulting from the early settlement
of certain debt obligations, including related deferred financing costs,
prepayment penalties, yield maintenance payments and other related items.
 
    UNDERWRITING COMMISSIONS AND COSTS
 
    Underwriting commissions and costs incurred in connection with the
Corporation's stock offerings, and subsequent reinvestment in general partner
units are reflected as a reduction of these unit values.
 
    STOCK OPTIONS
 
    The Corporation accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations ("APB
No. 25"). Under APB No. 25, compensation cost is measured as the excess, if any,
of the quoted market price of the Corporation's stock at the date of grant over
the exercise price of the option granted. Compensation cost for stock options,
if any, is recognized ratably over the vesting period. The Corporation's policy
is to grant options with an exercise price equal to the quoted closing market
price of the Corporation's stock on the business day preceding the grant date.
Accordingly, no compensation cost has been recognized for the Corporation's
stock option plans. The Operating Partnership provides additional pro forma
disclosures as required under Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("FASB No. 123"). See Note 10.
 
    NON-RECURRING CHARGES
 
    The Operating Partnership considers non-recurring charges as costs incurred
specific to significant non-recurring events that would materially distort the
comparative measurement of the Operating Partnership's performance.
 
                                       73
<PAGE>
3. ACQUISITIONS/TRANSACTIONS
 
1998 TRANSACTIONS
 
OPERATING PROPERTY ACQUISITIONS
 
    The Operating Partnership acquired the following operating properties during
the year ended December 31, 1998:
 
<TABLE>
<CAPTION>
                                                                                                                   INVESTMENT BY
ACQUISITION                                                                                # OF       RENTABLE       OPERATING
   DATE            PROPERTY/PORTFOLIO NAME                      LOCATION                  BLDGS.     SQUARE FEET  PARTNERSHIP (A)
-----------  -----------------------------------  ------------------------------------  -----------  -----------  ---------------
<S>          <C>                                  <C>                                   <C>          <C>          <C>
    Office
-----------
   2/05/98   500 West Putnam Avenue (b)           Greenwich, Fairfield County, CT                1      121,250      $  20,125
   2/25/98   10 Mountainview Road                 Upper Saddle River, Bergen County,             1      192,000         24,754
                                                  NJ
   3/12/98   1250 Capital of Texas Highway South  Austin, Travis County, TX                      1      270,703         37,266
   3/27/98   Prudential Business Campus (c)       Parsippany, Morris County, NJ                  5      703,451        130,437
   3/27/98   Pacifica Portfolio- Phase I (d) (e)  Denver & Colorado Springs, CO                 10      620,017         74,966
   3/30/98   Morris County Financial Center       Parsippany, Morris County, NJ                  2      301,940         52,763
   5/13/98   3600 South Yosemite                  Denver, Denver County, CO                      1      133,743         13,555
   5/22/98   500 College Road East (f)            Princeton, Mercer County, NJ                   1      158,235         21,334
   6/01/98   1709 New York Ave./1400 L Street     Washington, D.C.                               2      325,000         90,385
             N.W.
   6/03/98   400 South Colorado Boulevard         Denver, Denver County, CO                      1      125,415         12,147
   6/08/98   Pacifica Portfolio--Phase II (d)     Denver & Colorado Springs, CO                  6      514,427         85,910
             (e) (g)
   7/16/98   4200 Parliament Drive (h)            Lanham, Prince George's County, MD             1      122,000         15,807
   9/10/98   40 Richards Avenue (d)               Norwalk, Fairfield County, CT                  1      145,487         19,587
   9/15/98   Seven Skyline Drive (i)              Hawthorne, Westchester County, NY              1      109,000         13,379
                                                                                               ---   -----------  ---------------
                                                  TOTAL OFFICE PROPERTY ACQUISITIONS:           34    3,842,668      $ 612,415
                                                                                               ---   -----------  ---------------
Office/flex
-----------
   1/30/98   McGarvey Portfolio (j)               Moorestown, Burlington County, NJ             17      748,660      $  47,526
   7/14/98   1510 Lancer Road (k)                 Moorestown, Burlington County, NJ              1       88,000          3,700
                                                                                               ---   -----------  ---------------
                                             TOTAL OFFICE/FLEX PROPERTY ACQUISITIONS:           18      836,660      $  51,226
                                                                                               ---   -----------  ---------------
                                               TOTAL OPERATING PROPERTY ACQUISITIONS:           52    4,679,328      $ 663,641
                                                                                               ---   -----------  ---------------
                                                                                               ---   -----------  ---------------
</TABLE>
 
PROPERTIES PLACED IN SERVICE
 
    The Operating Partnership placed in service the following properties through
the completion of development or redevelopment during the year ended December
31, 1998:
 
<TABLE>
<CAPTION>
                                                                                                                   INVESTMENT BY
DATE PLACED                                                                                # OF       RENTABLE       OPERATING
IN SERVICE              PROPERTY NAME                           LOCATION                  BLDGS.     SQUARE FEET  PARTNERSHIP (A)
-----------  -----------------------------------  ------------------------------------  -----------  -----------  ---------------
<S>          <C>                                  <C>                                   <C>          <C>          <C>
    Office
-----------
   1/15/98   224 Strawbridge Drive                Moorestown, Burlington County, NJ              1       74,000      $   7,796
   8/01/98   228 Strawbridge Drive                Moorestown, Burlington County, NJ              1       74,000          7,986
                                                                                               ---   -----------  ---------------
                                           TOTAL OFFICE PROPERTIES PLACED IN SERVICE:            2      148,000      $  15,782
                                                                                               ---   -----------  ---------------
Office/flex
-----------
   6/08/98   Two Center Court                     Totowa, Passaic County, NJ                     1       30,600      $   2,231
  10/23/98   650 West Avenue                      Stamford, Fairfield County, CT                 1       40,000          4,952
                                                                                               ---   -----------  ---------------
                                      TOTAL OFFICE/FLEX PROPERTIES PLACED IN SERVICE:            2       70,600      $   7,183
                                                                                               ---   -----------  ---------------
                                                  TOTAL PROPERTIES PLACED IN SERVICE:            4      218,600      $  22,965
                                                                                               ---   -----------  ---------------
                                                                                               ---   -----------  ---------------
</TABLE>
 
------------------------
 
SEE FOOTNOTES TO THESE SCHEDULES ON SUBSEQUENT PAGE.
 
                                       74
<PAGE>
3. ACQUISITIONS/TRANSACTIONS (CONTINUED)
    Footnotes to "1998 Transactions" schedules on previous page.
 
    (a) Unless otherwise noted, transactions were funded by the Operating
       Partnership with funds primarily made available through draws on the
       Operating Partnership's credit facilities.
 
    (b) The acquisition was funded with cash as well as the assumption of
       mortgage debt (estimated fair value of approximately $12,104, with annual
       effective interest rate of 6.52 percent.)
 
    (c) The acquisition was funded primarily from proceeds received from the
       sale of 2,705,628 shares of common stock (see Note 10). Also included in
       the acquisition, but excluded from this schedule, is (i) Nine Campus
       Drive, which the Operating Partnership has a 50 percent interest through
       an unconsolidated joint venture (see Note 5), and (ii) developable land
       adjacent to the acquired portfolio (see "Redevelopment
       Properties/Developable Land Acquisitions.")
 
    (d) The acquisition was funded with cash and the issuance of common units to
       the seller (see Note 11).
 
    (e) The Operating Partnership may be required to pay additional
       consideration due to earn-out provisions in the agreement. William L.
       Mack, a director and equity holder of the Operating Partnership, was an
       indirect owner of an interest in certain of the buildings contained in
       the Pacifica portfolio. The Operating Partnership is under contract to
       acquire two remaining office buildings, encompassing 95,360 square feet
       (for an aggregate price of approximately $12,300).
 
    (f) The property was acquired subject to a ground lease, which is prepaid
       through 2031, and has two 10-year renewal options, at rent levels as
       defined in the lease agreement.
 
    (g) Also included in the acquisition, but excluded from this schedule, is
       developable land adjacent to the acquired portfolio (see "Redevelopment
       Properties/Developable Land Acquisitions.")
 
    (h) Includes land adjacent to the operating property, which may be
       sub-divided for future development.
 
    (i) The property was acquired through the exercise of a purchase option
       obtained in the RM Transaction. The acquisition was funded with cash, net
       of the repayment by the seller of the remaining balance of the RM Note
       Receivable (see Note 8).
 
    (j) The acquisition was funded with cash as well as the assumption of
       mortgage debt (aggregate estimated fair value of approximately $8,354,
       with weighted average annual effective interest rate of 6.24 percent.)
       The Operating Partnership is under contract to acquire an additional four
       office/ flex properties and has a right of first refusal to acquire six
       additional office/flex properties.
 
    (k) The property was acquired through the exercise of a purchase option
       obtained in the acquisition of the McGarvey portfolio in January 1998.
 
    REDEVELOPMENT PROPERTIES/DEVELOPABLE LAND ACQUISITIONS
 
    On January 23, 1998, the Operating Partnership acquired 10 acres of vacant
land in the Stamford Executive Park, located in Stamford, Fairfield County,
Connecticut for approximately $1,341 funded from the Operating Partnership's
cash reserves. In October 1998, the Operating Partnership completed and placed
in service a 40,000 square-foot office/flex property on the acquired land (see
"Properties Placed in Service.")
 
    On February 2, 1998, the Operating Partnership acquired 2115 Linwood Avenue,
a 68,000 square-foot vacant office building located in Fort Lee, Bergen County,
New Jersey. The building was acquired for approximately $5,164, which was made
available from drawing on one of the Operating Partnership's credit
 
                                       75
<PAGE>
3. ACQUISITIONS/TRANSACTIONS (CONTINUED)
facilities. The Operating Partnership is currently redeveloping the property for
future lease-up and operation.
 
    On March 27, 1998, as part of the purchase of the Prudential Business Campus
(see "Operating Property Acquisitions"), the Operating Partnership acquired
approximately 95 acres of vacant land adjacent to the operating properties for
approximately $27,500.
 
    On June 8, 1998, as part of the Pacifica portfolio-phase II acquisition (see
"Operating Property Acquisitions"), the Operating Partnership acquired vacant
land adjacent to the operating properties for approximately $2,006.
 
    On September 4, 1998, the Operating Partnership acquired approximately 128
acres of vacant land located at the Horizon Center Business Park, Hamilton
Township, Mercer County, New Jersey, through the exercise of a purchase option
obtained in the Operating Partnership's acquisition of the Horizon Center
Business Park in November 1995. The land was acquired for approximately $1,698,
which was funded from the Operating Partnership's cash reserves.
 
    On November 10, 1998, the Operating Partnership acquired approximately 10.1
acres of land located at Three Vaughn Drive, Princeton, Mercer County, New
Jersey. The Operating Partnership acquired the land for approximately $2,146,
which was funded from the Operating Partnership's cash reserves.
 
    On December 3, 1998, the Operating Partnership acquired approximately 2.7
acres of land located at 12 Skyline Drive, Hawthorne, Westchester County, New
York. The Operating Partnership acquired the land for approximately, $1,540,
which was funded from the Operating Partnership's cash reserves.
 
    1997 TRANSACTIONS
 
    On January 31, 1997, the Operating Partnership acquired 65 properties,
aggregating approximately 4.1 million square feet, ("RM Properties") from Robert
Martin Company, LLC and affiliates ("RM") for a total cost of approximately
$450,000. The cost of the transaction ("RM Transaction") was financed through
the assumption of $185,283 of mortgage indebtedness, the payment of
approximately $220,000 in cash, substantially all of which was obtained from the
Operating Partnerhip's cash reserves, and the issuance of 1,401,225 common
units, valued at $43,788.
 
    On December 11, 1997, the Operating Partnership acquired 54 office
properties, aggregating approximately 9.2 million square feet, ("Mack
Properties") from the Mack Company and Patriot American Office Group, pursuant
to a Contribution and Exchange Agreement ("Agreement"), for a total cost of
approximately $1,102,024 ("Mack Transaction"). With the completion of the Mack
Transaction on December 11, 1997, the Cali Realty Corporation name was changed
to Mack-Cali Realty Corporation, and the name of the Operating Partnership was
changed from Cali Realty, L.P. to Mack-Cali Realty, L.P.
 
    The total cost of the Mack Transaction was financed as follows: (i) $498,757
in cash made available from the Operating Partnership's cash reserves and from
the $200,000 Prudential Term Loan (see Note 9), (ii) $291,879 in debt assumed by
the Property Partnerships ("Mack Mortgages"), (iii) the issuance of 1,965,886
common units, valued at approximately $66,373, (iv) the issuance of 15,237
Series A preferred units and 215,325 Series B preferred units, valued at
approximately $236,491 (collectively, the "Preferred Units"), (v) warrants to
purchase 2,000,000 common units ("Unit Warrants"), valued at approximately
$8,524, and (vi) the issuance of Contingent Units (see Note 11).
 
    In accordance with the Agreement, Thomas A. Rizk remained Chief Executive
Officer and resigned as President of the Corporation, and Mitchell E. Hersh was
appointed as President and Chief Operating Officer. The Corporation's other
officers retained their existing positions and responsibilities, except that
 
                                       76
<PAGE>
3. ACQUISITIONS/TRANSACTIONS (CONTINUED)
Brant Cali resigned as Chief Operating Officer and John R. Cali resigned as
Chief Administrative Officer. Brant Cali and John R. Cali remained as officers
of the Corporation as Executive Vice Presidents.
 
    Entering into new employment agreements with the Corporation after the Mack
Transaction were Thomas A. Rizk, Mitchell E. Hersh, Brant Cali and John R. Cali.
Entering into amended and restated employment agreements were Roger W. Thomas,
as Executive Vice President, General Counsel and Secretary, Barry Lefkowitz, as
Executive Vice President and Chief Financial Officer and Timothy M. Jones, as
Executive Vice President.
 
    In connection with the Mack Transaction, under each of the Corporation's
executive officer's then existing employment agreements, due to a change of
control of the Corporation (as defined in each employment agreement), each of
the aforementioned officers received the benefit of the acceleration of (i) the
immediate vesting and issuance of his restricted stock, including tax gross-up
payments associated therewith, (ii) the forgiveness of his Stock Purchase Rights
loan, including tax gross-up payments associated therewith, and (iii) the
vesting of his unvested employee stock options and warrants. Additionally, under
each of Thomas Rizk's, Brant Cali's and John R. Cali's employment agreements
with the Corporation, each of these officers became entitled to receive certain
severance-type payments, as a result of certain provisions in each of their
agreements, triggered as result of the Mack Transaction. Finally, certain
officers and employees of the Corporation were given transaction-based payments
as a reward for their efforts and performance in connection with the Mack
Transaction. The total expense associated with the acceleration of vesting of
restricted stock, the forgiveness of Stock Purchase Rights loans, and the
payment of certain severance-type payments, as well as performance payments and
related tax-obligation payments, which were approved by the Corporation's Board
of Directors and which took place simultaneous with completion of the Mack
Transaction, totaled $45,769. Such expenses are included in non-recurring
merger-related charges for the year ended December 31, 1997, (see Note 10).
 
    In 1997, the Operating Partnership also acquired 13 additional office and
office/flex properties, aggregating approximately 1.5 million square feet, in
nine separate transactions with separate sellers, for an aggregate cost of
approximately $204,446. Such acquisitions were funded primarily from drawings on
the Operating Partnership's credit facilities.
 
    1996 TRANSACTIONS
 
    In 1996, the Operating Partnership acquired 15 office properties and placed
in service two office/flex properties totaling approximately 3.3 million square
feet, for a total cost of approximately $451,623. The acquired and placed in
service properties are all located in New Jersey and Pennsylvania. Concurrently
with the acquisition of 103 Carnegie Center in Princeton, Mercer County, New
Jersey, the Operating Partnership sold its office building at 15 Essex Road in
Paramus, Bergen County, New Jersey. The concurrent transactions with unrelated
parties qualified as a tax-free exchange, as the Operating Partnership used
substantially all of the proceeds from the sale of 15 Essex Road to acquire 103
Carnegie Center.
 
    With respect to the acquisitions completed prior to January 1, 1998, except
for four Properties aggregating $61,994 which are wholly-owned by the Operating
Partnership, all acquisitions were made by the Property Partnerships, in which
the Operating Partnership owns a 99 percent limited partnership interest.
 
4. INVESTMENTS IN UNCONSOLIDATED MAJORITY-OWNED PROPERTY PARTNERSHIPS
 
    Prior to January 1, 1998, the Operating Partnership accounted for its
non-controlling 99 percent limited partner interests in the Property
Partnerships under the equity method of accounting. During 1998, the Operating
Partnership obtained control of the Property Partnerships pursuant to agreements
with the
 
                                       77
<PAGE>
4. INVESTMENTS IN UNCONSOLIDATED MAJORITY-OWNED PROPERTY PARTNERSHIPS
(CONTINUED)
General Partner. Accordingly, the accounts of the Property Partnerships are
consolidated with the Operating Partnership effective January 1, 1998. The
following is the summarized financial data of the Property Partnerships:
 
<TABLE>
<CAPTION>
                                                                                                      DECEMBER 31
                                                                                                          1997
                                                                                                      ------------
<S>                                                                                                   <C>
ASSETS:
Rental property, net................................................................................   $2,461,535
Other assets........................................................................................       52,349
                                                                                                      ------------
Total assets........................................................................................   $2,513,884
                                                                                                      ------------
                                                                                                      ------------
LIABILITIES AND PARTNERS' CAPITAL:
Mortgages and loans payable.........................................................................   $  650,550
Other liabilities...................................................................................       41,720
Partners' capital...................................................................................    1,821,614
                                                                                                      ------------
Total liabilities and partners' capital.............................................................   $2,513,884
                                                                                                      ------------
                                                                                                      ------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                              YEAR ENDED DECEMBER
                                                                                                      31,
                                                                                             ---------------------
<S>                                                                                          <C>         <C>
                                                                                                1997       1996
                                                                                             ----------  ---------
Rental and other revenues..................................................................  $  241,611  $  93,499
Operating and other expenses...............................................................     (80,839)   (32,662)
Interest expense...........................................................................     (34,380)   (17,205)
Depreciation and amortization..............................................................     (36,546)   (14,679)
Gain on sale of rental property............................................................          --      5,658
Extraordinary item.........................................................................      (6,746)      (287)
                                                                                             ----------  ---------
Net income.................................................................................  $   83,100  $  34,324
                                                                                             ----------  ---------
                                                                                             ----------  ---------
</TABLE>
 
5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
 
    PRU-BETA 3 (NINE CAMPUS DRIVE)
 
    On March 27, 1998, the Operating Partnership acquired a 50 percent interest
in an existing joint venture with The Prudential Insurance Company of America
("Prudential"), known as Pru-Beta 3, which owns and operates Nine Campus Drive,
a 156,495 square-foot office building, located in the Prudential Business Campus
office complex in Parsippany, Morris County, New Jersey, (see Note 3). The
Operating Partnership performs management and leasing services for the property
owned by the joint venture and received $114 in fees for such services in 1998.
 
    HPMC (CONTINENTAL GRAND II/SUMMIT RIDGE/LAVA RIDGE)
 
    On April 23, 1998, the Operating Partnership entered into a joint venture
agreement with HCG Development, L.L.C. and Summit Partners I, L.L.C. to form
HPMC Development Partners, L.P. and, on July 21, 1998, entered into a second
joint venture named HPMC Lava Ridge Partners, L.P. with these same parties. HPMC
Development Partners, L.P.'s efforts have focused on two development projects,
commonly referred to as Continental Grand II and Summit Ridge. Continental Grand
II is a 4.2 acre site located in El Segundo, Los Angeles County, California,
acquired by the venture upon which it has commenced construction of a 237,000
square-foot office property. Summit Ridge is a 7.3 acre site located in San
Diego,
 
                                       78
<PAGE>
5. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (CONTINUED)
San Diego County, California, acquired by the venture upon which it has
commenced construction of a 132,000 square-foot office/flex property. HPMC Lava
Ridge Partners, L.P. has commenced construction of three two-story buildings
aggregating 183,200 square-feet of office space on a 12.1 acre site located in
Roseville, Placer County, California. The Operating Partnership is required to
make capital contributions to the ventures totaling up to $26,566, pursuant to
the partnership agreements. Among other things, the partnership agreements
provide for a preferred return on the Operating Partnership's invested capital
in each venture, in addition to 50 percent of such venture's profit above the
preferred returns, as defined in each agreement.
 
    G&G MARTCO (CONVENTION PLAZA)
 
    On April 30, 1998, the Operating Partnership acquired a 49.9 percent
interest in an existing joint venture, known as G&G Martco, which owns
Convention Plaza, a 305,618 square-foot office building, located in San
Francisco, San Francisco County, California. A portion of its initial investment
was financed through the issuance of common units (see Note 11) as well as funds
drawn from the Operating Partnership's credit facilities. The Operating
Partnership performs management and leasing services for the property owned by
the joint venture and received $20 in fees for such services in 1998.
 
    AMERICAN FINANCIAL EXCHANGE L.L.C.
 
    On May 20, 1998, the Operating Partnership entered into a joint venture
agreement with Columbia Development Corp. to form American Financial Exchange
L.L.C. The venture was initially formed to acquire land for future development,
located on the Hudson River waterfront in Jersey City, Hudson County, New
Jersey, adjacent to the Operating Partnership's Harborside property. The
Operating Partnership holds a 50 percent interest in the joint venture. Among
other things, the partnership agreement provides for a preferred return on the
Operating Partnership's invested capital in the venture, in addition to the
Operating Partnership's proportionate share of the venture's profit, as defined
in the agreement. The joint venture acquired land on which it constructed a
parking facility, which is currently leased to a parking operator under a
10-year agreement. Such parking facility serves a ferry service between the
Operating Partnership's Harborside property and Manhattan.
 
    RAMLAND REALTY ASSOCIATES L.L.C. (ONE RAMLAND ROAD)
 
    On August 20, 1998, the Operating Partnership entered into a joint venture
agreement with S.B. New York Realty Corp. to form Ramland Realty Associates
L.L.C. The venture was formed to own, manage and operate One Ramland Road, a
232,000 square-foot office/flex building plus adjacent developable land, located
in Orangeburg, Rockland County, New York. The office/flex building is being
redeveloped for future lease-up and operation. The Operating Partnership holds a
50 percent interest in the joint venture.
 
    ASHFORD LOOP ASSOCIATES L.P. (1001 SOUTH DAIRY ASHFORD/2100 WEST LOOP SOUTH)
 
    On September 18, 1998, the Operating Partnership entered into a joint
venture agreement with Prudential to form Ashford Loop Associates L.P. The
venture was formed to own, manage and operate 1001 South Dairy Ashford, a
130,000 square-foot office building acquired on September 18, 1998 and 2100 West
Loop South, a 168,000 square-foot office building acquired on November 25, 1998,
both located in Houston, Harris County, Texas. The Operating Partnership holds a
20 percent interest in the joint venture. The joint venture may be required to
pay additional consideration due to earn-out provisions in the acquisition
contracts. The Operating Partnership performs management and leasing services
for the properties owned by the joint venture and received $30 in fees for such
services in 1998.
 
                                       79
<PAGE>
SUMMARIES OF UNCONSOLIDATED JOINT VENTURES
 
    The following is a summary of the financial position of the unconsolidated
joint ventures in which the Operating Partnership has investment interests as of
December 31, 1998:
 
<TABLE>
<CAPTION>
                                                                                  AMERICAN
                                                                         G&G      FINANCIAL    RAMLAND    ASHFORD    COMBINED
                                              PRU-BETA 3     HPMC      MARTCO     EXCHANGE     REALTY      LOOP       TOTAL
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
<S>                                           <C>          <C>        <C>        <C>          <C>        <C>        <C>
ASSETS:
Rental property, net........................   $  22,711   $  30,278  $  11,099   $  10,621   $   8,467  $  19,166  $  102,342
Other assets................................       3,995       1,097      4,058         389       1,101        378      11,018
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
Total assets................................   $  26,706   $  31,375  $  15,157   $  11,010   $   9,568  $  19,544  $  113,360
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
Liabilities and partners'/ members' capital:
Mortgage payable............................   $      --   $     632  $  39,762   $      --   $      --  $      --  $   40,394
Other liabilities...........................         484       3,522      2,096          79           6        509       6,696
Partners'/members' capital..................      26,222      27,221    (26,701)     10,931       9,562     19,035      66,270
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
Total liabilities and partners'/members'
  capital...................................   $  26,706   $  31,375  $  15,157   $  11,010   $   9,568  $  19,544  $  113,360
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
Operating Partnership's net investment in
  unconsolidated joint ventures.............   $  17,980   $  17,578  $  10,964   $  10,983   $   4,851  $   4,152  $   66,508
                                              -----------  ---------  ---------  -----------  ---------  ---------  ----------
</TABLE>
 
The following is a summary of the results of operations of the unconsolidated
joint ventures for the period in which the Operating Partnership has investment
interests during the year ended December 31, 1998:
<TABLE>
<CAPTION>
                                                                                          AMERICAN
                                                                                 G&G      FINANCIAL      RAMLAND       ASHFORD
                                                    PRU-BETA 3      HPMC       MARTCO     EXCHANGE       REALTY         LOOP
                                                    -----------  -----------  ---------  -----------  -------------  -----------
<S>                                                 <C>          <C>          <C>        <C>          <C>            <C>
Total revenues....................................   $   3,544    $      --   $   4,103   $     490     $      --     $     659
Operating and other expenses......................      (1,124)          --      (1,704)        (35)           --          (286)
Depreciation and amortization.....................      (1,000)          --        (604)         --            --           (76)
Interest expense..................................          --           --      (2,097)         --            --            --
                                                    -----------         ---   ---------       -----           ---         -----
Net income (loss).................................   $   1,420    $      --   $    (302)  $     455     $      --     $     297
                                                    -----------         ---   ---------       -----           ---         -----
                                                    -----------         ---   ---------       -----           ---         -----
Operating Partnership's equity in earnings (loss)
  of unconsolidated joint ventures................   $     723    $      --   $    (182)  $     455     $      --     $      59
                                                    -----------         ---   ---------       -----           ---         -----
 
<CAPTION>
 
                                                     COMBINED
                                                       TOTAL
                                                    -----------
<S>                                                 <C>
Total revenues....................................   $   8,796
Operating and other expenses......................      (3,149)
Depreciation and amortization.....................      (1,680)
Interest expense..................................      (2,097)
                                                    -----------
Net income (loss).................................   $   1,870
                                                    -----------
                                                    -----------
Operating Partnership's equity in earnings (loss)
  of unconsolidated joint ventures................   $   1,055
                                                    -----------
</TABLE>
 
6. DEFERRED CHARGES AND OTHER ASSETS
 
<TABLE>
<CAPTION>
                                                                                                   DECEMBER 31,
                                                                                               --------------------
<S>                                                                                            <C>        <C>
                                                                                                 1998       1997
                                                                                               ---------  ---------
Deferred leasing costs.......................................................................  $  35,151  $      45
Deferred financing costs.....................................................................      9,962      3,187
                                                                                               ---------  ---------
                                                                                                  45,113      3,232
Accumulated amortization.....................................................................    (13,527)      (490)
                                                                                               ---------  ---------
Deferred charges, net........................................................................     31,586      2,742
Prepaid expenses and other assets............................................................      7,434      1,924
                                                                                               ---------  ---------
Total deferred charges and other assets, net.................................................  $  39,020  $   4,666
                                                                                               ---------  ---------
                                                                                               ---------  ---------
</TABLE>
 
                                       80
<PAGE>
7. RESTRICTED CASH
 
    Restricted cash includes security deposits for the Operating Partnership's
residential properties and certain commercial properties, and escrow and reserve
funds for debt service, real estate taxes, property insurance, capital
improvements, tenant improvements, and leasing costs established pursuant to
certain mortgage financing arrangements, and is comprised of the following:
 
<TABLE>
<CAPTION>
                                                                                                         DECEMBER 31,
                                                                                                    ----------------------
<S>                                                                                                 <C>        <C>
                                                                                                      1998        1997
                                                                                                    ---------     -----
Security deposits.................................................................................  $   5,696   $      --
Escrow and other reserve funds....................................................................        330          --
                                                                                                    ---------         ---
Total restricted cash.............................................................................  $   6,026   $      --
                                                                                                    ---------         ---
                                                                                                    ---------         ---
</TABLE>
 
8. MORTGAGE NOTE RECEIVABLE
 
    In connection with the RM Transaction on January 31, 1997, the Operating
Partnership provided a $11,600 non-recourse mortgage loan ("RM Note Receivable")
to entities controlled by the RM principals, which bore interest at an annual
rate of 450 basis points over one-month London Inter-Bank Offered Rate ("LIBOR")
(5.75 percent at December 31, 1998). The RM Note Receivable, which was secured
by two properties under purchase options ("Option Properties") and guaranteed by
certain of the RM principals, was scheduled to mature on February 1, 2000. In
conjunction with the acquisition of one of the Option Properties on August 15,
1997, the sellers of the property, certain RM principals, prepaid $4,350 of the
RM Note Receivable. The RM Note Receivable was subsequently prepaid in full in
connection with the acquisition of the second Option Property on September 15,
1998 (see Note 3). The Operating Partnership received a prepayment fee of $152
with the retirement of the RM Note Receivable.
 
    On March 6, 1998, prior to the completion of the Pacifica portfolio-phase I
acquisition, the Operating Partnership provided a $20,000 mortgage loan to an
entity controlled by certain principals of Pacifica Holding Company. The
mortgage loan was secured by an office property in California and bore interest
at an annual rate of 9.25 percent. The mortgage loan was subsequently prepaid in
full by the borrower on June 10, 1998. The Operating Partnership received a
prepayment fee of $200 with the retirement of the mortgage loan.
 
9. MORTGAGES AND LOANS PAYABLE
 
<TABLE>
<CAPTION>
                                                                                                DECEMBER 31,
                                                                                          ------------------------
<S>                                                                                       <C>           <C>
                                                                                              1998         1997
                                                                                          ------------  ----------
Prudential Mortgages....................................................................  $    210,265  $  200,000
TIAA Mortgage...........................................................................       185,283          --
Harborside Mortgages....................................................................       150,000          --
Mitsubishi Mortgages....................................................................        72,204          --
CIGNA Mortgages.........................................................................        46,989          --
Other Mortgages.........................................................................        78,440          --
Revolving Credit Facilities.............................................................       671,600     122,100
Contingent Obligation...................................................................         6,150          --
                                                                                          ------------  ----------
Total mortgages and loans payable.......................................................  $  1,420,931  $  322,100
                                                                                          ------------  ----------
                                                                                          ------------  ----------
</TABLE>
 
                                       81
<PAGE>
9. MORTGAGES AND LOANS PAYABLE (CONTINUED)
PRUDENTIAL MORTGAGES
 
    The Operating Partnership has mortgage debt from Prudential and its
subsidiaries ("Prudential Mortgages") aggregating $210,265 and $200,000 as of
December 31, 1998 and 1997, respectively, comprised of the following:
 
    On April 30, 1998, the Operating Partnership obtained a $150,000,
interest-only, non-recourse mortgage loan from Prudential ("$150,000 Prudential
Mortgage Loan"). The loan, which is secured by 12 of the Operating Partnership's
properties, has an effective annual interest rate of 7.10 percent and a
seven-year term. The Operating Partnership has the option to convert the
mortgage loan to unsecured debt as a result of the achievement of an investment
grade credit rating. The mortgage loan is prepayable in whole or in part subject
to certain provisions, including yield maintenance. The proceeds of the new loan
were used, along with funds drawn from one of the Operating Partnership's credit
facilities, to retire the Prudential Term Loan (as defined below), as well as
approximately $48,224 of certain other mortgages.
 
    The Operating Partnership also has certain other non-recourse mortgage debt,
aggregating $60,265 and $62,205 in principal as of December 31, 1998 and 1997,
respectively, with Prudential. Such mortgages, which are secured by three
properties, bear interest at a weighted average fixed rate of 8.25 percent per
annum. The mortgages require monthly payments of interest and principal, and
mature between October 2003 and October 2005.
 
    On December 10, 1997, the Operating Partnership obtained a $200,000 term
loan ("Prudential Term Loan") from Prudential Securities Corp. ("PSC"). The
proceeds of the loan were used to fund a portion of the cash consideration in
completion of the Mack Transaction. The loan had a one-year term and interest
payments were required monthly at an interest rate of 110 basis points over
one-month LIBOR. The Prudential Term Loan was retired in April 1998,
simultaneous with the Operating Partnership obtaining the $150,000 Prudential
Mortgage Loan. On account of prepayment fees, loan origination fees, legal fees
and other costs incurred in the retirement of the Prudential Term Loan, an
extraordinary loss of $52 was recorded for the year ended December 31, 1998.
 
TIAA MORTGAGE
 
    In connection with the RM Transaction, on January 31, 1997, one of the
Property Partnerships assumed a $185,283 non-recourse mortgage loan with
Teachers Insurance and Annuity Association of America ("TIAA"), with interest
only payable monthly at a fixed annual rate of 7.18 percent (the "TIAA
Mortgage"). The TIAA Mortgage is secured and cross-collateralized by 43 of the
RM Properties and matures in December 2003. The Property Partnership has the
option to convert, without any yield maintenance obligation or prepayment
premium, the TIAA Mortgage to unsecured public debt as a result of the
achievement of an investment grade credit rating. The TIAA Mortgage is
prepayable in whole or in part subject to certain provisions, including yield
maintenance which is 100 basis points over United States Treasury obligations of
similar maturity to the remaining maturity of the TIAA Mortgage at the time
prepayment is being sought.
 
                                       82
<PAGE>
HARBORSIDE MORTGAGES
 
    In connection with the acquisition of Harborside Financial Center
("Harborside") on November 4, 1996, one of the Property Partnerships assumed
existing mortgage debt and was provided seller-financed mortgage debt
aggregating $150,000. The existing non-recourse mortgage financing, with a
principal balance of $101,852 and $104,768 as of December 31, 1998 and 1997,
respectively, bears interest at an annual fixed rate of 7.32 percent and matures
in January 2006. The seller-provided mortgage financing, with a principal
balance of $48,148 and $45,232 as of December 31, 1998 and 1997, respectively,
matures in January 2006 and currently bears interest at an annual rate of 6.99
percent. The interest rate on the seller-provided financing will be reset at the
end of the third and sixth loan years based on the yield of the interpolated
three-year treasury note at that time with spreads of 110 basis points in years
four through six and 130 basis points in years seven through maturity. See
"Interest Rate Contracts."
 
MITSUBISHI MORTGAGES
 
    The Property Partnerships have non-recourse, variable-rate mortgage debt
aggregating $72,204 in principal as of December 31, 1998 and 1997 with
Mitsubishi Trust and Banking Corporation ("Mitsubishi Mortgages"). Such
mortgages assumed in the Mack Transaction, which are secured by two of the Mack
Properties, bear interest at a variable rate of 65 basis points over LIBOR and
mature between January 2008 and January 2009.
 
CIGNA MORTGAGES
 
    The Property Partnerships have non-recourse mortgage debt aggregating
$46,989 and $86,650 in principal as of December 31, 1998 and 1997, respectively,
with Connecticut General Life Insurance Company ("CIGNA Mortgages"). Such
mortgages assumed in the Mack Transaction, which are secured by three of the
Mack Properties, bear interest at a weighted average annual fixed rate of 7.79
percent and require monthly payments of interest and principal on various term
amortization schedules. The various mortgages mature between March 1999 and
October 2003. In 1998, the Operating Partnership retired certain of the CIGNA
Mortgages with an aggregate principal balance of $37,773, of which $27,886 was
made available from the $150,000 Prudential Mortgage Loan and $9,887 from
drawing on the Operating Partnership's credit facilities.
 
OTHER MORTGAGES
 
    The Property Partnerships have mortgage debt aggregating $78,440 and $88,474
in principal as of December 31, 1998 and 1997, respectively, with six different
lenders, all of which were assumed in the Mack Transaction as well as certain
1998 property acquisitions, and are secured by 11 individual properties ("Other
Mortgages"). The Other Mortgages bear interest at a weighted average annual
fixed effective rate of 6.95 percent. Certain of the mortgages require monthly
payments of principal, in addition to interest on various term amortization
schedules. The Other Mortgages mature between May 1999 and October 2005.
Variable rate debt included in Other Mortgages at December 31, 1997, aggregating
$20,338, which bore interest at 115 basis points over LIBOR, was retired in
April 1998, simultaneous with the Operating Partnership obtaining the $150,000
Prudential Mortgage Loan. On account of prepayment fees, legal fees and other
costs incurred in the retirement of certain of the Other Mortgages in April
1998, an extraordinary loss of $140 was recorded for the year ended December 31,
1998.
 
REVOLVING CREDIT FACILITIES
 
    ORIGINAL UNSECURED FACILITY
 
    On August 6, 1997, the Operating Partnership obtained an unsecured revolving
credit facility ("Original Unsecured Facility") in the amount of $400,000 from a
group of 13 lender banks. The facility carried a three-year term and bore
interest at 125 basis points over one-month LIBOR.
 
                                       83
<PAGE>
    The terms of the Original Unsecured Facility included certain restrictions
and covenants which limited, among other things, dividend payments and
additional indebtedness and which required compliance with specified financial
ratios and other financial measurements. The facility also required a fee on the
unused balance payable quarterly in arrears, at a rate ranging from one-eighth
of one percent to one-quarter of one percent of such balance, depending on the
level of borrowings outstanding in relation to the total facility commitment.
 
    The Operating Partnership had outstanding borrowings of $122,100 at December
31, 1997, under the Original Unsecured Facility. The Original Unsecured Facility
was repaid in full and retired in connection with the Operating Partnership
obtaining the 1998 Unsecured Facility in April 1998, as described below. On
account of prepayment fees, loan origination fees, legal fees and other costs
incurred in the retirement of the Original Unsecured Facility, an extraordinary
loss of $2,478 was recorded for the year ended December 31, 1998.
 
    1998 UNSECURED FACILITY
 
    On April 17, 1998, the Operating Partnership repaid in full and terminated
the Original Unsecured Facility and obtained a new unsecured revolving credit
facility ("1998 Unsecured Facility") in the amount of $870,000 from a group of
26 lender banks. In July 1998, the 1998 Unsecured Facility was expanded to
$900,000 with the addition of two new lender banks into the facility, bringing
the total number of participants to 28. In December 1998, the 1998 Unsecured
Facility was further expanded to $1,000,000. The 1998 Unsecured Facility has a
three-year term and bore interest at 110 basis points over LIBOR. In November
1998, with the Operating Partnership's achievement of investment grade unsecured
debt ratings, the interest rate was reduced to 90 basis points over LIBOR.
 
    The terms of the 1998 Unsecured Facility include certain restrictions and
covenants which limit, among other things, the payment of dividends (as
discussed below), the incurrence of additional indebtedness, the incurrence of
liens and the disposition of assets, and which require compliance with financial
ratios relating to the maximum leverage ratio, the maximum amount of secured
indebtedness, the minimum amount of tangible net worth, the minimum amount of
debt service coverage, the minimum amount of fixed charge coverage, the maximum
amount of unsecured indebtedness, the minimum amount of unencumbered property
debt service coverage and certain investment limitations. The dividend
restriction referred to above provides that, except to enable the Corporation to
continue to qualify as a REIT under the Code, the Corporation will not during
any four consecutive fiscal quarters make distributions with respect to common
stock or other equity interests in an aggregate amount in excess of 90 percent
of funds from operations for such period, subject to certain other adjustments.
The 1998 Unsecured Facility also requires a 17.5 basis point fee on the unused
balance payable quarterly in arrears.
 
    The lending group for the 1998 Unsecured Facility consists of: The Chase
Manhattan Bank, as administrative agent; Fleet National Bank, as syndication
agent; PNC Bank, N.A. and NationsBank, as documentation agents; Bankers Trust,
Commerzbank, AG, The First National Bank of Chicago and First Union National
Bank, as managing agents; Creditanstalt Corporate Finance, Inc., Dresdner Bank,
AG, European American Bank, HypoBank, Societe Generale and Summit Bank, as
co-agents; and Kredietbank, N.V., Key Bank N.A., Mellon Bank, N.A., The Bank of
New York, Citizens Bank of Rhode Island, Crestar Bank, DG Bank Deutsche, The
Tokai Bank Limited, USTrust, Bayerische Landesbank Girozentrale, LaSalle
National Bank, Erste Bank, BankLeumi USA and Bank One, Arizona, NA.
 
    PRUDENTIAL FACILITY
 
    The Operating Partnership has a revolving credit facility ("Prudential
Facility") from PSC in the amount of $100,000, which currently bears interest at
110 basis points over one-month LIBOR, with a maturity date of December 31,
1999. The Prudential Facility is a recourse liability of the Operating
Partnership and is secured by the Operating Partnership's equity interest in
Harborside. The Prudential
 
                                       84
<PAGE>
Facility limits the ability of the Operating Partnership to make any
distributions during any fiscal quarter in an amount in excess of 100 percent of
the Operating Partnership's available funds from operations for the immediately
preceding fiscal quarter (except to the extent such excess distributions or
dividends are attributable to gains from the sale of the Operating Partnership's
assets or are required for the Corporation to maintain its status as a REIT
under the Code); provided, however, that the Operating Partnership may make
distributions and pay dividends in excess of 100 percent of available funds from
operations for the preceding fiscal quarter for not more than three consecutive
quarters. In addition to the foregoing, the Prudential Facility limits the liens
placed upon the subject property and certain collateral, the use of proceeds
from the Prudential Facility, and the maintenance of ownership of the subject
property and assets derived from said ownership. The Operating Partnership had
no outstanding borrowings at December 31, 1998 and 1997 under the Prudential
Facility.
 
CONTINGENT OBLIGATION
 
    As part of the Harborside acquisition in November 1996, a Property
Partnership agreed to make payments (with an estimated net present value of
approximately $5,252 at acquisition date) to the seller for development rights
("Contingent Obligation") if and when the Property Partnership commences
construction on the acquired site during the next several years. However, the
agreement provides, among other things, that even if the Property Partnership
does not commence construction, the seller may nevertheless require the Property
Partnership to acquire these rights during the six-month period after the end of
the sixth year. After such period, the seller's option lapses, but any
development in years 7 through 30 will require a payment, on an increasing
scale, for the development rights. The Property Partnership is currently in the
pre-development phase of a long-range plan to develop the Harborside site on a
multi-property, multi-use basis.
 
    For the year ended December 31, 1998, interest was imputed on the Contingent
Obligation, thereby increasing the balance of the Contingent Obligation from
$5,734 as of December 31, 1997 to $6,150 as of December 31, 1998.
 
MORTGAGE FINANCING
 
    Concurrent with the Corporation's initial public offering in August 1994
("IPO"), the Corporation's initial operating subsidiaries, which are certain
entities included in the Property Partnerships, issued five-year mortgage notes
with an aggregate principal balance of $144,500 secured and cross-collateralized
by the original properties included in the IPO ("Original Properties") to an
affiliate ("PSI") of Prudential Securities Inc. PSI then issued commercial
mortgage pay-through bonds ("Bonds") collateralized by the mortgage notes. Bonds
with an aggregate principal balance of $70,000 were purchased by unrelated third
parties. Bonds with an aggregate principal balance of $74,500 were purchased by
the Operating Partnership. As a result, the Corporation's combined initial
mortgage financing was $70,000 (the "Mortgage Financing"). Approximately $38,000
of the $70,000 was guaranteed under certain conditions by certain partners of
the Cali Group partnerships which owned the Original Properties. The Mortgage
Financing required monthly payments of interest only, with all principal and any
accrued but unpaid interest due in August 1999. $62,000 of loans bore interest
equal to a fixed rate of 8.02 percent per annum and the remaining $82,500 bore
interest at floating rates ranging from 100 basis points over one-month LIBOR to
290 basis points over one month LIBOR with a lifetime interest rate cap of 11.6
percent. Pursuant to the terms of the loans, the Property Partnerships were
required to escrow $143 per month for tenant improvements and leasing
commissions and $53 per month for capital improvements.
 
    In advance of the sale of 15 Essex Road, on March 12, 1996, $5,492 of the
loan was prepaid. On August 12, 1997, the Property Partnerships retired certain
Mortgage Financing and the Bonds held by the Operating Partnership with funds
made available primarily from drawing on the Original Unsecured Facility. On
account of prepayment fees, loan origination fees, legal fees and other costs
incurred in the retirement of the Mortgage Financing, an extraordinary loss of
$6,746 (including the prepayment of $3,425
 
                                       85
<PAGE>
paid to the Operating Partnership described below), was recorded by the Property
Partnerships for the year ended December 31, 1997. Prepayment fees of $3,425
were paid to the Operating Partnership to retire the $74,500 Bonds held by the
Operating Partnership, which was recorded by the Operating Partnership as
interest income in the accompanying financial statements.
 
INTEREST RATE CONTRACTS
 
    On May 24, 1995, the Operating Partnership entered into an interest rate
swap agreement with a commercial bank. The swap agreement fixes the Operating
Partnership's one-month LIBOR base to 6.285 percent per annum on a notional
amount of $24,000 through August 1999.
 
    On January 23, 1996, the Operating Partnership entered into an interest rate
swap agreement with a commercial bank. The swap agreement fixed the Operating
Partnership's one-month LIBOR base to 5.265 percent per annum on a notional
amount of $26,000. The swap agreement expired in January 1999.
 
    On November 20, 1997, the Operating Partnership entered into a forward
treasury rate lock agreement with a commercial bank. The agreement locked an
interest rate of 5.88 percent per annum for the interpolated seven-year U.S.
Treasury Note effective March 1, 1998, on a notional amount of $150,000. The
agreement was used to fix the interest rate on the $150,000 Prudential Mortgage
Loan. The Operating Partnership settled the agreement on March 2, 1998 for
$2,035 which is being amortized to interest expense over the term of the
$150,000 Prudential Mortgage Loan.
 
    On October 1, 1998, the Operating Partnership entered into a forward
treasury rate lock agreement with a commercial bank. The agreement locked an
interest rate of 4.089 percent per annum for the three-year U.S. Treasury Note
effective November 4, 1999, on a notional amount of $50,000. The agreement will
be used to fix the Index Rate on $50,000 of the Harborside mortgages, for which
the Operating Partnership's interest rate re-sets for three years beginning
November 4, 1999 to the three-year U.S. Treasury Note plus 110 basis points (see
"Harborside Mortgages").
 
    The Operating Partnership is exposed to credit loss in the event of
non-performance by the other parties to the interest rate contracts. However,
the Operating Partnership does not anticipate non-performance by either of the
counter parties. The Operating Partnership is also exposed to market risk from
movement in interest rates pertaining to the forward treasury rate lock
agreement.
 
SCHEDULED PRINCIPAL PAYMENTS
 
    Scheduled principal payments and related weighted average interest rates on
the mortgages and loans payable, as of December 31, 1998, are as follows:
 
<TABLE>
<CAPTION>
                                                                                                  WEIGHTED AVG.
                                                SCHEDULED     PRINCIPAL                         INTEREST RATE OF
YEAR                                           AMORTIZATION   MATURITIES        TOTAL         FUTURE REPAYMENTS(A)
---------------------------------------------  ------------  ------------  ----------------  -----------------------
<S>                                            <C>           <C>           <C>               <C>
1999.........................................   $    3,653   $     51,797  $         55,450              7.36%
2000.........................................        3,651          5,418             9,069              7.30%
2001.........................................        3,792        675,811           679,603              6.66%
2002.........................................        3,969          7,814            11,783              7.10%
2003.........................................        4,315        206,971           211,286              7.31%
Thereafter...................................        5,279        448,461           453,740              7.10%
                                               ------------  ------------  ----------------               ---
Totals/Weighted Average......................   $   24,659   $  1,396,272  $      1,420,931              6.93%
                                               ------------  ------------  ----------------               ---
                                               ------------  ------------  ----------------               ---
</TABLE>
 
------------------------
 
    (a) Assumes LIBOR rate at December 31, 1998 of 5.75 percent in calculating
       credit line and other variable rate debt interest rates.
 
                                       86
<PAGE>
LOAN COMMITMENTS
 
    The Operating Partnership has obtained mortgage commitments amounting to
$45,500 to refinance two of the CIGNA Mortgages with principal balances
aggregating $35,940 maturing in 1999. The new mortgages will have a weighted
average effective interest rate of 6.91 percent per annum, versus the average
rate of 7.60 percent per annum for the maturing mortgages.
 
CASH PAID FOR INTEREST & INTEREST CAPITALIZED
 
    Cash paid for interest for the years ended December 31, 1998, 1997 and 1996
was $92,441, $8,417 and $4,591, respectively. Interest capitalized by the
Operating Partnership for the years ended 1998, 1997 and 1996 was $3,547, $820
and $118, respectively.
 
10. PARTNERS' CAPITAL
 
    Partners' capital in the accompanying financial statements of the Operating
Partnership, prior to August 21, 1998, relates to common units held by the
Corporation in the Operating Partnership, in addition to certain unit warrants
in the Operating Partnership issued in conjunction with the Mack Transaction.
Subsequent to August 21, 1998, partners' capital also includes common units held
by the limited partners and Preferred Units held by the preferred unitholders.
 
    Net income allocated to the preferred unitholders and limited partners in
the accompanying Statement of Partners' Capital reflects their pro-rata share of
net income and distributions subsequent to August 21, 1998. Net income and
distributions for the period prior to August 21, 1998 is included in the changes
in redeemable partnership units (see Note 11).
 
COMMON STOCK
 
    On May 15, 1997, the stockholders of the Corporation approved an increase in
the authorized shares of common stock in the Corporation to 190,000,000.
 
    On October 15, 1997, the Corporation completed an underwritten public offer
and sale of 13,000,000 shares (the "1997 Offering") of its common stock. The
Corporation received approximately $489,116 in net proceeds (after offering
costs) from the 1997 Offering. The Corporation used $160,000 of such proceeds to
repay outstanding borrowings on its Original Unsecured Facility and the
remainder of the proceeds to fund a portion of the purchase price of the Mack
Transaction, for other potential acquisitions, and for general corporate
purposes.
 
    On February 25, 1998, the Corporation completed an underwritten public offer
and sale of 2,500,000 shares of its common stock and used the net proceeds,
which totaled approximately $92,194 (after offering costs) to pay down a portion
of its outstanding borrowings under the Operating Partnership's credit
facilities and fund the acquisition of 10 Mountainview Road (see Note 3).
 
    On March 18, 1998, in connection with the acquisition of Prudential Business
Campus, the Corporation completed an offer and sale of 2,705,628 shares of its
common stock using the net proceeds of approximately $99,899 (after offering
costs) in the funding of such acquisition (see Note 3).
 
    On March 27, 1998, the Corporation completed an underwritten public offer
and sale of 650,407 shares of its common stock and used the net proceeds, which
totaled approximately $23,690 (after offering costs) to pay down a portion of
its outstanding borrowings under the Operating Partnership's credit facilities.
 
    On April 29, 1998, the Corporation completed an underwritten offer and sale
of 994,228 shares of its common stock and used the net proceeds, which totaled
approximately $34,570 (after offering costs), primarily to pay down a portion of
its outstanding borrowings under the Operating Partnership's credit facilities.
 
                                       87
<PAGE>
    On May 29, 1998, the Corporation completed an underwritten offer and sale of
984,615 shares of its common stock and used the net proceeds, which totaled
approximately $34,100 (after offering costs), primarily to pay down a portion of
its outstanding borrowings under the Operating Partnership's credit facilities.
 
    On December 31, 1998, the Corporation completed an offer and sale of 132,710
shares of its common stock, using the net proceeds of approximately $3,940 for
general corporate purposes.
 
    The proceeds of the above offerings were contributed by the Corporation to
the Operating Partnership in exchange for units.
 
    On August 6, 1998, the Board of Directors of the Corporation authorized a
share repurchase program ("Repurchase Program") under which the Corporation was
permitted to purchase up to $100,000 of the Corporation's outstanding common
stock. Purchases could be made from time to time in open market transactions at
prevailing prices or through privately negotiated transactions. For the year
ended December 31, 1998, the Corporation purchased, for constructive retirement,
854,700 shares of its outstanding common stock for an aggregate cost of
approximately $25,058. Concurrent with these purchases, the Corporation sold to
the Operating Partnership 854,700 common units for approximately $25,058.
 
REGISTRATION STATEMENT
 
    The Operating Partnership filed a shelf registration statement with the
Securities and Exchange Commission ("SEC") for an aggregate of $2.0 billion in
debt securities, preferred stock and preferred stock represented by depositary
shares, which was declared effective in September 1998.
 
STOCK OPTION PLANS
 
    In 1994, and as subsequently amended, the Corporation established the
Mack-Cali Employee Stock Option Plan ("Employee Plan") and the Mack-Cali
Director Stock Option Plan ("Director Plan") under which a total of 5,380,188
shares (subject to adjustment) of the Corporation's common stock have been
reserved for issuance (4,980,188 shares under the Employee Plan and 400,000
shares under the Director Plan). Stock options granted under the Employee Plan
in 1994 and 1995 become exercisable over a three-year period and those options
granted under the Employee Plan in 1998, 1997 and 1996 become exercisable over a
five-year period. All stock options granted under the Director Plan become
exercisable in one year. All options were granted at the fair market value at
the dates of grant and have terms of ten years. As of December 31, 1998 and
1997, the stock options outstanding had a weighted average remaining contractual
life of approximately 8.5 and 9.0 years, respectively.
 
    As a result of certain provisions contained in certain of the Corporation's
executive officers' employment agreements, on December 11, 1997, the Mack
Transaction triggered the accelerated vesting of unvested stock options held by
such officers on that date.
 
                                       88
<PAGE>
    Information regarding the Corporation's stock option plans is summarized
below:
 
<TABLE>
<CAPTION>
                                                                                                          WEIGHTED
                                                                                               SHARES      AVERAGE
                                                                                               UNDER      EXERCISE
                                                                                              OPTIONS       PRICE
                                                                                             ----------  -----------
<S>                                                                                          <C>         <C>
Outstanding at January 1, 1995.............................................................     625,000   $   17.23
    Granted................................................................................     230,200       17.69
    Exercised..............................................................................          --          --
    Lapsed or canceled.....................................................................      (3,588)      17.25
                                                                                             ----------  -----------
Outstanding at December 31, 1995...........................................................     851,612       17.36
    Granted................................................................................     809,700       23.97
    Exercised..............................................................................    (126,041)      17.25
    Lapsed or canceled.....................................................................      (7,164)      19.52
                                                                                             ----------  -----------
Outstanding at December 31, 1996...........................................................   1,528,107       20.86
    Granted................................................................................   2,126,538       37.35
    Exercised..............................................................................    (337,282)      21.33
    Lapsed or canceled.....................................................................     (30,073)      22.62
                                                                                             ----------  -----------
Outstanding at December 31, 1997...........................................................   3,287,290       31.47
    Granted................................................................................   1,048,620       35.90
    Exercised..............................................................................    (267,660)      20.47
    Lapsed or canceled.....................................................................    (128,268)      36.61
                                                                                             ----------  -----------
Outstanding at December 31, 1998...........................................................   3,939,982   $   33.22
                                                                                             ----------  -----------
                                                                                             ----------  -----------
Options exercisable at December 31, 1997...................................................   1,004,618   $   25.22
Options exercisable at December 31, 1998...................................................   1,334,137   $   27.84
                                                                                             ----------  -----------
Available for grant at December 31, 1997...................................................   1,629,575
Available for grant at December 31, 1998...................................................     709,223
                                                                                             ----------  -----------
</TABLE>
 
    The weighted average fair value of options granted during 1998, 1997 and
1996 were $5.59, $6.66 and $2.41 per option, respectively. The fair value of
each significant option grant is estimated on the date of grant using the
Black-Scholes model. The following weighted average assumptions are included in
the Corporation's fair value calculations of stock options:
 
<TABLE>
<CAPTION>
                                                                                             1998       1997       1996
                                                                                           ---------  ---------  ---------
<S>                                                                                        <C>        <C>        <C>
Expected life (in years).................................................................          6          6          6
Risk-free interest rate..................................................................       5.41%      5.84%      6.11%
Volatility...............................................................................      23.37%     23.76%     19.14%
Dividend yield...........................................................................       5.78%      5.29%      7.58%
</TABLE>
 
STOCK WARRANTS
 
    On January 31, 1997, in conjunction with the completion of the RM
Transaction, the Corporation granted a total of 400,000 warrants to purchase an
equal number of shares of common stock ("Stock Warrants") at $33 per share (the
market price at date of grant) to Timothy Jones, Brad Berger and certain other
Corporation employees formerly with RM. Such warrants vest equally over a
three-year period and have a term of ten years. The unvested warrants held by
Timothy Jones and Brad Berger became immediately exercisable on December 11,
1997 as a result of provisions contained in their employment agreements, which
were triggered by the Mack Transaction.
 
    On December 12, 1997, in conjunction with the completion of the Mack
Transaction, the Corporation granted a total of 514,976 Stock Warrants to
purchase an equal number of shares of common stock at
 
                                       89
<PAGE>
$38.75 per share (the market price at date of grant) to Mitchell Hersh, and
certain Corporation executives formerly with the Patriot American Office Group.
Such warrants vest equally over a five-year period and have a term of ten years.
 
    As of December 31, 1998, there were 914,976 Stock Warrants outstanding, of
which 565,991 were exercisable. As of December 31, 1998, no vested Stock
Warrants were exercised or canceled.
 
    The weighted-average fair value of warrants granted during 1997 were $6.27
per warrant. No warrants were granted in 1998 or 1996. The fair value of each
warrant grant is estimated on the date of grant using the Black-Scholes model.
The following weighted average assumptions are included in the Corporation's
fair value calculation of warrants granted during 1997:
 
<TABLE>
<S>                                                                    <C>
Expected life (in years).............................................          6
Risk-free interest rate..............................................       5.96%
Volatility...........................................................      22.77%
Dividend yield.......................................................       5.29%
</TABLE>
 
FASB NO. 123
 
    Under the above models, the value of stock options and warrants granted
during 1998, 1997 and 1996 totaled approximately $5,281, $19,750 and $1,955,
respectively, which would be amortized ratably on a pro forma basis over the
appropriate vesting period. Had the Operating Partnership determined
compensation cost for these granted securities in accordance with FASB No. 123,
the Operating Partnership's pro forma net income (loss) and basic income (loss)
per unit and diluted income (loss) per unit share would have been $125,964,
$1.99 and $1.97 in 1998, ($2,425), ($0.06) and ($0.06) in 1997 and $36,115,
$1.71 and $1.67 in 1996, respectively.
 
STOCK COMPENSATION
 
    In January 1997, the Corporation entered into employment contracts with
seven of its key executives which provided for, among other things, compensation
in the form of stock awards ("Restricted Stock Awards") and Corporation-financed
stock purchase rights ("Stock Purchase Rights"), and associated tax obligation
payments. In connection with the Restricted Stock Awards, the executives were to
receive 199,070 shares of the Corporation's common stock vesting over a
five-year period contingent on the Corporation meeting certain performance
objectives. Additionally, pursuant to the terms of the Stock Purchase Rights,
the Corporation provided fixed rate, non-recourse loans, aggregating $4,750, to
such executives to finance their purchase of 152,000 shares of the Corporation's
common stock, which the Corporation agreed to forgive ratably over five years,
subject to continued employment. Such loans were for amounts equal to the fair
market value of the associated shares at the date of grant. Subsequently, from
April 18, 1997 through April 24, 1997, the Corporation purchased, for
constructive retirement, 152,000 shares of its outstanding common stock for
$4,680. The excess of the purchase price over par value was recorded as a
reduction to additional paid-in capital. Concurrent with this purchase, the
Corporation sold to the Operating Partnership 152,000 common units for $4,680.
 
    The value of the Restricted Stock Awards and the balance of the loans
related to the Stock Purchase Rights at the grant date were recorded as
unamortized stock compensation in stockholders' equity. As a result of
provisions contained in certain of the Corporation's executive officers'
employment agreements, which were triggered by the Mack Transaction on December
11, 1997, the loans provided by the Corporation under the Stock Purchase Rights
were forgiven by the Corporation, and the vesting and issuance of the restricted
stock issued under the Restricted Stock Awards was accelerated, and related tax
 
                                       90
<PAGE>
obligation payments were made. As a result, the accelerated cost of $16,788
affecting the stock compensation described above was included in non-recurring
merger-related charges for the year ended December 31, 1997. With such
accelerated vestings, there was no remaining balance in unamortized stock
compensation as of December 31, 1997.
 
    Included in general and administrative expense for the year ended December
31, 1997 was $2,257 relating to the normal cost of Restricted Stock Awards and
Stock Purchase Rights.
 
EARNINGS PER UNIT
 
    FASB No. 128 requires a dual presentation of basic and diluted EPU on the
face of the income statement for all companies with complex capital structures
even where the effect of such dilution is not material. Basic EPU excludes
dilution and is computed by dividing net income available to common unitholders
by the weighted average number of units outstanding for the period. Diluted EPU
reflects the potential dilution that could occur if securities or other
contracts to issue common units were exercised or converted into common units.
 
    The following information presents the Operating Partnership's results for
the years ended December 31, 1998, 1997 and 1996 in accordance with FASB No.
128.
<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31,
                                              --------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>          <C>            <C>          <C>
                                                        1998                        1997                       1996
                                              -------------------------  --------------------------  -------------------------
 
<CAPTION>
                                               BASIC EPU   DILUTED EPU    BASIC EPU    DILUTED EPU    BASIC EPU   DILUTED EPU
                                              -----------  ------------  -----------  -------------  -----------  ------------
<S>                                           <C>          <C>           <C>          <C>            <C>          <C>
Net income..................................   $ 132,481    $  132,481    $   2,133     $   2,133     $  36,618    $   36,618
Weighted average units......................      63,438        63,893       43,356        44,409        21,171        21,651
                                              -----------  ------------  -----------       ------    -----------  ------------
Per Unit....................................   $    2.09    $     2.07    $    0.05     $    0.05     $    1.73    $     1.69
                                              -----------  ------------  -----------       ------    -----------  ------------
                                              -----------  ------------  -----------       ------    -----------  ------------
</TABLE>
 
    The following schedule reconciles the units used in the basic EPU
calculation to the units used in the diluted EPU calculation.
 
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31,
                                                                                       -------------------------------
<S>                                                                                    <C>        <C>        <C>
                                                                                         1998       1997       1996
                                                                                       ---------  ---------  ---------
Basic EPU Units:.....................................................................     63,438     43,356     21,172
Add: Stock options...................................................................        411        579        264
    Restricted Stock Awards..........................................................         --        188         --
    Stock Warrants...................................................................         44         33         --
    Redeemable Partnership Units.....................................................         --        253        216
                                                                                       ---------  ---------  ---------
Diluted EPU Units:...................................................................     63,893     44,409     21,652
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
</TABLE>
 
    The Preferred Units issued in 1998 and 1997 and Contingent Units issued in
1997 were not included in the computation of diluted EPU as such units were
anti-dilutive during the period.
 
    Pursuant to the Repurchase Program, during 1998, the Corporation purchased
for constructive retirement, 854,700 shares of its outstanding common stock for
approximately $25,058.
 
11. REDEEMABLE PARTNERSHIP UNITS
 
    The outstanding preferred and common units, excluding those common units
held by the Corporation, have been classified as redeemable partnership units
outside of permanent partners' capital in the accompanying December 31, 1997
balance sheet of the Operating Partnership. These units were initially recorded
at fair value and subsequently adjusted based on the fair value at the balance
sheet date as measured by the closing price of the Corporation's common stock on
that date multiplied by the total number of units outstanding.
 
                                       91
<PAGE>
11. REDEEMABLE PARTNERSHIP UNITS (CONTINUED)
    Effective August 21, 1998, pursuant to an amendment to the Operating
Partnership's partnership agreement, in which the Operating Partnership obtained
the control over the redemption rights of the units, these units were
reclassified as a component of permanent partners' capital. The fair value of
the reclassified units was measured by the closing price of the Corporation's
common stock on that date multiplied by the total number of units outstanding.
 
PREFERRED UNITS
 
    As described in Note 3, in connection with the funding of the Mack
Transaction, the Operating Partnership issued 15,237 Series A Preferred Units
and 215,325 Series B Preferred Units, with an aggregate value of $236,491. The
Preferred Units have a stated value of $1,000 per unit and are preferred as to
assets over any class of common units or other class of preferred units of the
Operating Partnership, based on circumstances per the applicable unit
certificates.
 
    The quarterly distribution on each Preferred Unit (representing 6.75 percent
of the Preferred Unit stated value of $1,000 on an annualized basis) is an
amount equal to the greater of (i) $16.875 or (ii) the quarterly distribution
attributable to a Preferred Unit determined as if such unit had been converted
into common units, subject to adjustment for customary anti-dilution rights.
Each of the Series A Preferred Units may be converted at any time into common
units at a conversion price of $34.65 per unit, and, after the one year
anniversary of the date of the Series A Preferred Units' initial issuance,
common units received pursuant to such conversion may be redeemed into common
stock. Each of the Series B Preferred Units may be converted at any time into
common units at a conversion price of $34.65 per unit, and, after the three year
anniversary of the date of the Series B Preferred Units' initial issuance,
common units received pursuant to such conversion may be redeemed into common
stock. Each of the common units are redeemable after one year for an equal
number of shares of common stock.
 
    The Preferred Units, issued in the Mack Transaction, are convertible into
common units at $34.65 per common unit, which is an amount less than the
$39.0625 closing stock price on the date of closing of the Mack Transaction.
Accordingly, the Operating Partnership recorded, on December 11, 1997, the
financial value ascribed to the beneficial conversion feature inherent in the
Preferred Units upon issuance, which totaled $29,361, and was recorded as
beneficial conversion feature in partners' capital. The beneficial conversion
feature was amortized in full as the Preferred Units were immediately
convertible upon issuance; such amortization was included in the Statement of
Operations for the year ended December 31, 1997.
 
    During 1998, the Operating Partnership issued 19,694 additional Preferred
Units (11,895 of Series A and 7,799 of Series B), convertible into 568,369
common units and valued at approximately $20,200, in connection with the
achievement of certain performance goals at the Mack Properties in redemption of
an equivalent number of contingent Preferred Units. Such Preferred Units carry
the identical terms as those issued in the Mack Transaction. As of December 31,
1998, there are no contingent Preferred Units outstanding, as all contingent
Preferred Units were redeemed for Preferred Units.
 
    In January 1999, 20,952 Series A Preferred Units were converted into 604,675
common units.
 
COMMON UNITS
 
    Certain individuals and entities own common units in the Operating
Partnership. A common unit and a share of common stock of the General Partner
have substantially the same economic characteristics in as much as they
effectively share equally in the net income or loss of the Operating
Partnership.
 
    Common units are redeemable by the common unitholders (other than the
General Partner) at their option, subject to certain restrictions, on the basis
of one common unit for either one share of common
 
                                       92
<PAGE>
11. REDEEMABLE PARTNERSHIP UNITS (CONTINUED)
stock or cash equal to the fair market value of a share at the time of the
redemption. The General Partner has the option to deliver shares of common stock
in exchange for all or any portion of the cash requested. When a unitholder
redeems a common unit for common stock of the Corporation, limited partner's
capital is reduced and the General Partner's capital is increased. Effective
August 21, 1998, the partnership agreement was amended to vest this right in the
Operating Partnership, rather than in the General Partnership (see Note 2).
Common units held by the General Partner are not redeemable.
 
    During 1998, the Operating Partnership redeemed a total of 82,880 common
units in exchange for an aggregate of $3,163 in cash. Additionally, the
Operating Partnership redeemed an aggregate of 29,300 common units for an
equivalent number of shares of common stock in the General Partner.
 
    As described in Note 3, the Operating Partnership issued an aggregate of
3,408,532 common units in 1997 in connection with the completion of the RM
Transaction, the Mack Transaction and a 1997 single-property acquisition.
 
    On March 26, 1998, in connection with the Pacifica portfolio-phase I
acquisition, the Operating Partnership issued 100,175 common units, valued at
approximately $3,779.
 
    On April 30, 1998, in connection with the acquisition of a 49.9 percent
interest in the G&G Martco joint venture (see Note 5), the Operating Partnership
issued 218,105 common units, valued at approximately $8,334.
 
    On June 8, 1998, in connection with the Pacifica portfolio-phase II
acquisition, the Operating Partnership issued 585,263 common units, valued at
approximately $20,753.
 
    On July 20, 1998, in connection with the expansion of one of the Mack
Properties, the Operating Partnership issued 52,245 common units, valued at
approximately $1,632.
 
    On September 10, 1998, in connection with the acquisition of 40 Richards
Avenue, the Operating Partnership issued 414,114 common units, valued at
approximately $12,615.
 
    During 1998, the Operating Partnership also issued 1,731,386 common units,
valued at approximately $58,936, in connection with the achievement of certain
performance goals at the Mack Properties in redemption of an equivalent number
of contingent common units. There were 275,046 contingent common units
outstanding as of December 31, 1998.
 
    In January 1999, the Operating Partnership redeemed an aggregate of
1,000,000 common units for an equivalent number of shares of common stock in the
Corporation.
 
CONTINGENT COMMON & PREFERRED UNITS
 
    In conjunction with the completion of the Mack Transaction (see Note 3),
2,006,432 contingent common units, 11,895 Series A contingent Preferred Units
and 7,799 Series B contingent Preferred Units were issued as contingent
non-participating units. Such Contingent Units have no voting, distribution or
other rights until such time as they are redeemed into common units, Series A
Preferred Units, and Series B Preferred Units, respectively. Redemption of such
Contingent Units shall occur upon the achievement of certain performance goals
relating to certain of the Mack Properties, specifically the achievement of
certain leasing activity. When Contingent Units are redeemed for common and
Preferred Units, an adjustment to the purchase price of certain of the Mack
Properties is recorded, based on the value of the units issued. On account of
certain of the performance goals having been achieved during 1998, the Operating
Partnership redeemed 1,731,386 contingent common units and 19,694 contingent
Preferred Units and issued an equivalent number of common and Preferred Units,
as indicated above.
 
                                       93
<PAGE>
11. REDEEMABLE PARTNERSHIP UNITS (CONTINUED)
There were no contingent Preferred Units outstanding and 275,046 contingent
common units outstanding as of December 31, 1998.
 
UNIT WARRANTS
 
    As described in Note 3, in connection with the funding of the Mack
Transaction, the Operating Partnership granted warrants to purchase 2,000,000
common units. The Unit Warrants are exercisable at any time after one year from
the date of their issuance and prior to the fifth anniversary date thereof at an
exercise price of $37.80 per common unit.
 
CHANGES IN REDEEMABLE PARTNERSHIP UNITS
 
    The following table sets forth the changes in redeemable partnership units
for the years presented:
 
<TABLE>
<CAPTION>
                                                                         LIMITED
                                                           PREFERRED     PARTNER     PREFERRED    LIMITED
                                                             UNITS        UNITS     UNITHOLDERS   PARTNERS     TOTAL
                                                          -----------  -----------  -----------  ----------  ----------
<S>                                                       <C>          <C>          <C>          <C>         <C>
Balance at January 1, 1996..............................          --        2,791    $      --   $   61,045  $   61,045
  Net income............................................          --           --           --        4,674       4,674
  Distributions.........................................          --           --           --       (4,720)     (4,720)
  Redemption of units for shares of common stock........          --         (101)          --       (1,073)     (1,073)
  Adjustment to reflect preferred unitholders' and
    limited partners' capital at redemption value.......          --           --           --       23,126      23,126
                                                          -----------  -----------  -----------  ----------  ----------
Balance at December 31, 1996............................          --        2,690           --       83,052      83,052
  Net income............................................          --           --       30,249          728      30,977
  Distributions.........................................          --           --         (888)      (7,790)     (8,678)
  Beneficial conversion feature.........................                               (29,361)       2,560     (26,801)
  Issuance of units in connection with acquisitions.....          --        3,408           --      111,785     111,785
  Redemption of units for shares of common stock........          --           (1)          --          (17)        (17)
  Issuance of Preferred Units...........................         231           --      236,491           --     236,491
  Adjustment to reflect preferred unitholders' and
    limited partners' capital at redemption value.......          --           --       36,324       59,679      96,003
                                                          -----------  -----------  -----------  ----------  ----------
Balance at December 31, 1997............................         231        6,097      272,815      249,997     522,812
  Net income............................................          --           --       10,267        9,260      19,527
  Distributions.........................................          --           --       (7,896)      (6,827)    (14,723)
  Issuance of units in connection with acquisitions.....          --        1,735           --       64,628      64,628
  Redemption of units for shares of common stock........          --          (22)          --         (848)       (848)
  Redemption of units...................................          --          (83)          --       (3,163)     (3,163)
  Issuance of Preferred Units...........................          17           --       17,943           --      17,943
  Adjustment to reflect preferred unitholders' and
    limited partners' capital at redemption value.......          --           --      (69,686)     (46,172)   (115,858)
                                                          -----------  -----------  -----------  ----------  ----------
  Reclassification of redeemable partnership units as
    permanent partners' capital.........................        (248)      (7,727)    (223,443)    (266,875)   (490,318)
                                                          -----------  -----------  -----------  ----------  ----------
Balance at December 31, 1998............................          --           --    $      --   $       --  $       --
                                                          -----------  -----------  -----------  ----------  ----------
                                                          -----------  -----------  -----------  ----------  ----------
</TABLE>
 
                                       94
<PAGE>
12. EMPLOYEE BENEFIT PLAN
 
    All employees of the Corporation who meet certain minimum age and period of
service requirements are eligible to participate in a 401(k) defined
contribution plan (the "Plan"). The Plan allows eligible employees to defer up
to 15 percent of their annual compensation. The amounts contributed by employees
are immediately vested and non-forfeitable. The Corporation, at management's
discretion, may match employee contributions, although no employer contributions
have been made to date.
 
13. DISCLOSURE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The following disclosure of estimated fair value was determined by
management using available market information and appropriate valuation
methodologies. However, considerable judgement is necessary to interpret market
data and develop estimated fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts the Operating Partnership
and the Property Partnerships could realize on disposition of the financial
instruments at December 31, 1998 and 1997. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
 
    Cash equivalents, receivables, accounts payable, and accrued expenses and
other liabilities are carried at amounts which reasonably approximate their fair
values.
 
    Mortgages and loans payable had an aggregate carrying value of $1,420,931
and $322,100 as of December 31, 1998 and 1997, respectively, which approximates
their estimated aggregate fair value (excluding prepayment penalties) based upon
then current interest rates for debt with similar terms and remaining
maturities.
 
    The estimated amount to be received/(paid) to settle the Operating
Partnership's interest rate contracts, at December 31, 1998 and 1997, based on
quoted market prices of comparable contracts, was $339 and ($1,404),
respectively.
 
    Disclosure about fair value of financial instruments is based on pertinent
information available to management as of December 31, 1998 and 1997. Although
management is not aware of any factors that would significantly affect the fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since December 31, 1998 and current estimates of
fair value may differ significantly from the amounts presented herein.
 
14. COMMITMENTS AND CONTINGENCIES
 
TAX ABATEMENT AGREEMENTS
 
    GROVE STREET PROPERTY
 
    Pursuant to an agreement with the City of Jersey City, New Jersey, as
amended, expiring in 2004, the Operating Partnership is required to make
payments in lieu of property taxes ("PILOT") on its property at 95 Christopher
Columbus Drive, Jersey City, Hudson County, New Jersey. Such PILOT, as defined,
is $1,267 per annum through May 31, 1999 and $1,584 per annum through May 31,
2004.
 
    HARBORSIDE FINANCIAL CENTER PROPERTY
 
    Pursuant to an agreement with the City of Jersey City, New Jersey obtained
by the former owner of the Harborside property in 1988 and assumed by the
Property Partnerships as part of the acquisition of the property in November
1996, the Property Partnerships are required to make PILOT payments on its
Harborside property. The agreement, which commenced in 1990, is for a term of 15
years. Such PILOT is equal to two percent of Total Project Costs, as defined, in
year one and increases by $75 per annum
 
                                       95
<PAGE>
14. COMMITMENTS AND CONTINGENCIES (CONTINUED)
through year fifteen. Total Project Costs, as defined, are $145,644. Such PILOT
totaled $2,570, $2,502 and $393 for the years ended December 31, 1998, 1997 and
1996, respectively
 
GROUND LEASE AGREEMENTS
 
    Future minimum rental payments under the terms of all non-cancelable ground
leases, under which the Operating Partnership or Property Partnerships are the
lessees, as of December 31, 1998, are as follows:
 
<TABLE>
<CAPTION>
YEAR                                                                                  AMOUNT
-----------------------------------------------------------------------------------  ---------
<S>                                                                                  <C>
1999...............................................................................  $     422
2000...............................................................................        425
2001...............................................................................        427
2002...............................................................................        427
2003...............................................................................        427
Thereafter.........................................................................     21,934
                                                                                     ---------
Total..............................................................................  $  24,062
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
OTHER CONTINGENCIES
 
    On December 10, 1997, a Shareholder's Derivative Action was filed in
Maryland Court on behalf of a shareholder. The complaint questioned certain
executive compensation decisions made by the Corporation's Board of Directors in
connection with the Mack Transaction. The Board's compensation decisions were
discussed in the proxy materials distributed in connection with the Mack
Transaction and were approved by in excess of 99 percent of the voting
shareholders. Although the Corporation believed that this lawsuit was factually
and legally baseless, the Corporation on May 4, 1998 agreed to a settlement
which included making certain changes to employment agreements of certain of its
executive officers. The Corporation incurred $750 in costs associated with this
action, which was provided for at December 31, 1997.
 
    The Operating Partnership is a defendant in other certain litigation arising
in the normal course of business activities. Management does not believe that
the resolution of these matters will have a materially adverse effect upon the
Operating Partnership and the Property Partnerships.
 
15. TENANT LEASES
 
    The Properties are leased to tenants under operating leases with various
expiration dates through 2016. Substantially all of the leases provide for
annual base rents plus recoveries and escalation charges based upon the tenant's
proportionate share of and/or increases in real estate taxes and certain
operating costs, as defined, and the pass through of charges for electrical
usage.
 
                                       96
<PAGE>
15. TENANT LEASES (CONTINUED)
    Future minimum rentals to be received under non-cancelable operating leases
at December 31, 1998 are as follows:
 
<TABLE>
<CAPTION>
YEAR                                                                                 AMOUNT
--------------------------------------------------------------------------------  ------------
<S>                                                                               <C>
1999............................................................................  $    432,060
2000............................................................................       391,417
2001............................................................................       329,843
2002............................................................................       281,748
2003............................................................................       220,576
Thereafter......................................................................       825,762
                                                                                  ------------
Total...........................................................................  $  2,481,406
                                                                                  ------------
                                                                                  ------------
</TABLE>
 
16. SEGMENT REPORTING
 
    The Operating Partnership has adopted Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information ("FASB No. 131"), which establishes standards for the way that
public business enterprises report information about operating segments in
annual financial statements and require that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders.
 
    The Operating Partnership operates in one business segment--real estate. The
Operating Partnership provides leasing, management, acquisition, development,
construction and tenant-related services for its portfolio. The Operating
Partnership does not have any foreign operations. The accounting policies of the
segment are the same as those described in Note 2, excluding straight-line rent
adjustments and depreciation and amortization.
 
                                       97
<PAGE>
16. SEGMENT REPORTING (CONTINUED)
    The Operating Partnership evaluates performance based upon net operating
income from the combined properties in the segment. Prior period segment
information conforms to current year presentation.
 
<TABLE>
<CAPTION>
                                                                                                    TOTAL
                                                                    TOTAL      CORPORATE &        OPERATING
                                                                   SEGMENT      OTHER (E)        PARTNERSHIP
                                                                 ------------  ------------  --------------------
<S>                                                              <C>           <C>           <C>
TOTAL CONTRACT REVENUES (A):
    1998.......................................................  $    475,096   $    4,919      $   480,015 (f)
    1997.......................................................       234,434        7,634          242,068 (g)
    1996.......................................................        92,548        1,946           94,494 (h)
TOTAL OPERATING AND INTEREST EXPENSES (B):
    1998.......................................................  $    162,612   $  100,707      $      263,319
    1997.......................................................        81,058       49,032             130,090
    1996.......................................................        32,664       16,556              49,220
NET OPERATING INCOME (C):
    1998.......................................................  $    312,484   $  (95,788)     $   216,696 (f)
    1997.......................................................       153,376      (41,398)         111,978 (g)
    1996.......................................................        59,884      (14,610)          45,274 (h)
TOTAL ASSETS:
    1998.......................................................  $  3,430,865   $   21,329      $    3,452,194
    1997.......................................................     2,583,738        9,706           2,593,444
    1996.......................................................       822,989      203,339           1,026,328
TOTAL LONG-LIVED ASSETS (D):
    1998.......................................................  $  3,393,313   $    4,098      $    3,397,411
    1997.......................................................     2,550,961        2,960           2,553,921
    1996.......................................................       804,139          308             804,447
</TABLE>
 
------------------------
 
    (a) Total contract revenues represents all revenues during the period
       (including the Operating Partnership's equity in earnings of
       unconsolidated joint ventures), excluding adjustments for straight-lining
       of rents and the Operating Partnership's share of straight-line rent
       adjustments from unconsolidated joint ventures. All interest income is
       excluded from the segment amounts and is classified in Corporate and
       Other for all periods.
 
    (b) Total operating and interest expenses represents the sum of real estate
       taxes, utilities, operating services, general and administrative and
       interest expense. All interest expense (including for property-level
       mortgages) is excluded from the segment amounts and is classified in
       Corporate and Other for all periods. Amounts presented exclude
       depreciation and amortization of $78,916, $36,825 and $14,731 for 1998,
       1997 and 1996, respectively, and non-recurring merger-related charges of
       $46,519 in 1997.
 
    (c) Net operating income represents total contract revenues [as defined in
       Note (a)] less total operating and interest expenses [as defined in Note
       (b)] for the period.
 
    (d) Long-lived assets is comprised of total rental property, unbilled rents
       receivable and investments in unconsolidated joint ventures.
 
    (e) Corporate & Other represents all corporate-level items (including
       interest income, interest expense and non-property general and
       administrative expense) as well as intercompany eliminations necessary to
       reconcile to consolidated Operating Partnership totals.
 
    (f) Excludes $13,575 of adjustments for straight-lining of rents and $109
       for the Operating Partnership's share of straight-line rent adjustments
       from unconsolidated joint ventures.
 
                                       98
<PAGE>
16. SEGMENT REPORTING (CONTINUED)
    (g) Excludes $7,733 of adjustments for straight-lining of rents.
 
    (h) Excludes $978 of adjustments for straight-lining of rents.
 
17. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS
 
    In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities ("FASB No.
133"). FASB No. 133 is effective for all fiscal quarters of all fiscal years
beginning after June 15, 1999 (January 1, 2000 for the Operating Partnership).
FASB No. 133 requires that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction. Management of the Operating Partnership
anticipates that, due to its limited use of derivative instruments, the adoption
of FASB No. 133 will not have a significant effect on the Operating
Partnership's results of operations or its financial position.
 
18. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
 
    The following pro forma financial information for the years ended December
31, 1998 and 1997 are presented as if the RM Transaction, the Mack Transaction
and all other acquisitions and common stock offerings completed in 1998 and 1997
had all occurred on January 1, 1997. The pro forma financial information
excludes any deduction for the non-recurring merger-related charges and
beneficial conversion feature charge included in the Operating Partnership's
historical information for the year ended December 31, 1997. In management's
opinion, all adjustments necessary to reflect the effects of these transactions
have been made.
 
    This pro forma financial information is not necessarily indicative of what
the actual results of operations of the Operating Partnership would have been
assuming such transactions had been completed as of January 1, 1997, nor do they
represent the results of operations of future periods.
 
<TABLE>
<CAPTION>
                                                                                                  YEAR ENDED
                                                                                                 DECEMBER 31,
                                                                                            ----------------------
<S>                                                                                         <C>         <C>
                                                                                               1998        1997
                                                                                            ----------  ----------
Total revenues............................................................................  $  522,661  $   93,587
Operating and other expenses..............................................................     157,698      21,622
General and administrative................................................................      26,901      18,346
Depreciation and amortization.............................................................      83,410      12,000
Interest expense..........................................................................     102,828      55,938
                                                                                            ----------  ----------
Income (loss) before equity in net income of unconsolidated majority-owned Property
  Partnerships, extraordinary item and Preferred Unit distributions.......................     151,824     (14,319)
Equity in net income of unconsolidated majority-owned Property Partnerships...............          --     184,639
                                                                                            ----------  ----------
Income before extraordinary item and Preferred Unit distributions.........................     151,824     170,320
Preferred Units distributions.............................................................     (16,313)    (15,563)
                                                                                            ----------  ----------
Income before extraordinary item available to common unitholders..........................  $  135,511  $  154,757
                                                                                            ----------  ----------
                                                                                            ----------  ----------
Basic earnings per unit...................................................................  $     2.06  $     2.38
Diluted earnings per unit.................................................................  $     2.04  $     2.36
                                                                                            ----------  ----------
Basic weighted average units outstanding..................................................      65,884      64,926
Diluted weighted average units outstanding................................................      66,338      65,538
                                                                                            ----------  ----------
                                                                                            ----------  ----------
</TABLE>
 
                                       99
<PAGE>
19. CONDENSED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 
    The following summarizes the condensed quarterly financial information for
the Operating Partnership:
 
<TABLE>
<CAPTION>
QUARTER ENDED 1998:                                            DECEMBER 31   SEPTEMBER 30   JUNE 30     MARCH 31
-------------------------------------------------------------  ------------  ------------  ----------  ----------
<S>                                                            <C>           <C>           <C>         <C>
Total revenues...............................................   $  134,941    $  130,894   $  122,041  $  105,823
Equity in net income of unconsolidated majority-owned
  Property Partnerships......................................           --            --           --          --
Operating and other expenses.................................       41,444        40,595       36,598      31,067
General and administrative...................................        6,864         6,118        6,394       6,196
Depreciation and amortization................................       22,379        21,213       19,093      16,231
Interest expense.............................................       23,896        23,881       21,786      18,480
                                                               ------------  ------------  ----------  ----------
Income before extraordinary item.............................       40,358        39,087       38,170      33,849
Extraordinary item--loss on early retirement debt............           --            --       (2,670)         --
                                                               ------------  ------------  ----------  ----------
Net income...................................................   $   40,358    $   39,087   $   35,500  $   33,849
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
BASIC EARNINGS PER UNIT:
Income before extraordinary item.............................   $     0.55    $     0.53   $     0.53  $     0.52
Extraordinary item--loss on early retirement of debt.........           --            --        (0.04)         --
                                                               ------------  ------------  ----------  ----------
Net income...................................................   $     0.55    $     0.53   $     0.49  $     0.52
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
DILUTED EARNINGS PER UNIT:
Income before extraordinary item.............................   $     0.55    $     0.53   $     0.53  $     0.51
Extraordinary item--loss on early retirement of debt.........           --            --        (0.04)         --
                                                               ------------  ------------  ----------  ----------
Net income...................................................   $     0.55    $     0.53   $     0.49  $     0.51
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
Distributions declared per common unit.......................   $     0.55    $     0.55   $     0.50  $     0.50
                                                               ------------  ------------  ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
QUARTER ENDED 1997                                             DECEMBER 31   SEPTEMBER 30   JUNE 30     MARCH 31
-------------------------------------------------------------  ------------  ------------  ----------  ----------
<S>                                                            <C>           <C>           <C>         <C>
Total revenues...............................................   $    6,602    $    6,831   $    4,549  $    5,153
Equity in net income of unconsolidated majority-owned
Property Partnerships........................................       26,221        24,072       21,516      18,037
Operating and other expenses.................................          189           432          384         865
General and administrative...................................        4,720         3,593        3,609       3,139
Depreciation and amortization................................          240            13           13          13
Interest expense.............................................        2,893         3,677        2,022       1,078
Non-recurring merger-related charges.........................       46,519            --           --          --
                                                               ------------  ------------  ----------  ----------
(Loss) income before extraordinary item......................      (21,738)       23,188       20,037      18,095
Extraordinary item--loss on early retirement of debt.........           --        (7,200)          --          --
                                                               ------------  ------------  ----------  ----------
Net (loss) income............................................   $  (21,738)   $   15,988   $   20,037  $   18,095
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
BASIC EARNINGS PER UNIT:
(Loss) income before extraordinary item......................   $    (1.00)   $     0.57   $     0.49  $     0.45
Extraordinary item--loss on early retirement of debt.........           --         (0.18)          --          --
                                                               ------------  ------------  ----------  ----------
Net (loss) income............................................   $    (1.00)   $     0.39   $     0.49  $     0.45
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
DILUTED EARNINGS PER UNIT:
(Loss) income before extraordinary item......................   $    (1.00)   $     0.56   $     0.48  $     0.44
Extraordinary item--loss on early retirement of debt.........           --         (0.18)          --          --
                                                               ------------  ------------  ----------  ----------
Net (loss) income............................................   $    (1.00)   $     0.38   $     0.48  $     0.44
                                                               ------------  ------------  ----------  ----------
                                                               ------------  ------------  ----------  ----------
Distributions declared per common unit.......................   $     0.50    $     0.50   $     0.45  $     0.45
                                                               ------------  ------------  ----------  ----------
</TABLE>
 
                                      100
<PAGE>
EXHIBIT INDEX:
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER    EXHIBIT TITLE
---------  --------------------------------------------------------------------------------------------------------
<S>        <C>
10.1       Agreement of Limited Partnership HPMC Development Partners, L.P., dated as of April 23, 1998, by and
           among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali California Development Associates
           L.P.
 
10.2       Supplement to Agreement of Limited Partnership of HPMC Development Partners, L.P., dated as of April 23,
           1998, by and among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali California
           Development Associates L.P.
 
10.3       First Amendment to Agreement of Limited Partnership of HPMC Development Partners, L.P., dated as of
           October 8, 1998, by and among HCG Development, L.L.C., Summit Partners I, L.L.C. and Mack-Cali
           California Development Associates L.P.
 
10.4       Agreement of Limited Partnership of HPMC Lava Ridge Partners, L.P., dated as of July 21, 1998, by and
           among HCG Development L.L.C., Summit Partners I, L.L.C. and Mack-Cali California Development Associates
           L.P.
 
10.5       Amendment No. 1 to Revolving Credit Agreement dated July 20, 1998, by and among Mack-Cali Realty, L.P.
           and The Chase Manhattan Bank, Fleet National Bank and Other Lenders Which May Become Parties Thereto
 
10.6       Amendment No. 2 to Revolving Credit Agreement, dated as of December 30, 1998, among Mack-Cali Realty,
           L.P. and The Chase Manhattan Bank, Fleet National Bank and Other Lenders Which May Become Parties
           Thereto
 
23         Consent of PricewaterhouseCoopers LLP, independent accountants
 
27         Financial Data Schedule
</TABLE>
 
                                      101
<PAGE>
                             MACK-CALI REALTY, L.P.
 
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                MACK-CALI REALTY, L.P.
                                ---------------------------
                                (REGISTRANT)
                                By: Mack-Cali Realty
                                Corporation, its
                                General Partner
 
     Date: March 2, 1999        /s/ BARRY LEFKOWITZ
                                ---------------------------
                                Barry Lefkowitz
                                EXECUTIVE VICE PRESIDENT
                                AND CHIEF FINANCIAL OFFICER
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
 
<TABLE>
<CAPTION>
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------
 
<C>                             <S>                         <C>
       /s/ JOHN J. CALI
------------------------------  CHAIRMAN OF THE BOARD          March 2, 1999
         John J. Cali
 
      /s/ THOMAS A. RIZK
------------------------------  CHIEF EXECUTIVE OFFICER        March 2, 1999
        Thomas A. Rizk              AND DIRECTOR
 
    /s/ MITCHELL E. HERSH       PRESIDENT, CHIEF OPERATING
------------------------------    OFFICER                      March 2, 1999
      Mitchell E. Hersh             AND DIRECTOR
 
     /s/ BARRY LEFKOWITZ        EXECUTIVE VICE PRESIDENT
------------------------------      AND CHIEF FINANCIAL        March 2, 1999
       Barry Lefkowitz            OFFICER
 
  /s/ BRENDAN T. BYRNE, ESQ.
------------------------------  DIRECTOR                       March 2, 1999
    Brendan T. Byrne, Esq.
 
     /s/ MARTIN D. GRUSS
------------------------------  DIRECTOR                       March 2, 1999
       Martin D. Gruss
</TABLE>
 
                                      102
<PAGE>
<TABLE>
<CAPTION>
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------
 
<C>                             <S>                         <C>
     /s/ JEFFREY B. LANE
------------------------------  DIRECTOR                       March 2, 1999
       Jeffrey B. Lane
 
      /s/ EARLE I. MACK
------------------------------  DIRECTOR                       March 2, 1999
        Earle I. Mack
 
     /s/ WILLIAM L. MACK
------------------------------  DIRECTOR                       March 2, 1999
       William L. Mack
 
     /s/ PAUL A. NUSSBAUM
------------------------------  DIRECTOR                       March 2, 1999
       Paul A. Nussbaum
 
   /s/ ALAN G. PHILIBOSIAN
------------------------------  DIRECTOR                       March 2, 1999
     Alan G. Philibosian
 
    /s/ DR. IRVIN D. REID
------------------------------  DIRECTOR                       March 2, 1999
      Dr. Irvin D. Reid
 
       /s/ VINCENT TESE
------------------------------  DIRECTOR                       March 2, 1999
         Vincent Tese
 
     /s/ MARTIN S. BERGER
------------------------------  DIRECTOR                       March 2, 1999
       Martin S. Berger
</TABLE>
 
                                      103
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
ATLANTIC COUNTY, NEW JERSEY
EGG HARBOR
-----------------------------------------------------
100 Decadon Drive (O)................................  1987      1995            --      $   300    $ 3,282         $   130
200 Decadon Drive (O)................................  1991      1995            --          369      3,241             162
 
BERGEN COUNTY, NEW JERSEY
FAIR LAWN
-----------------------------------------------------
17-17 Rte 208 North (O)..............................  1987      1995       $17,586        3,067     19,415             394
FORT LEE
-----------------------------------------------------
2115 Linwood Avenue (O)..............................  1981      1998            --          474      4,419           2,543
One Bridge Plaza (O).................................  1981      1996            --        2,439     24,462           1,376
LITTLE FERRY
-----------------------------------------------------
200 Riser Road (O)...................................  1974      1997         6,849        3,888     15,551             231
MONTVALE
-----------------------------------------------------
135 Chestnut Ridge Road (O)..........................  1981      1997            --        2,587     10,350              27
95 Chestnut Ridge Road (O)...........................  1975      1997         2,135        1,227      4,907              44
PARAMUS
-----------------------------------------------------
140 Ridgewood Avenue (O).............................  1981      1997        15,392        7,932     31,463             150
15 East Midland Avenue (O)...........................  1988      1997        24,790       10,374     41,497              25
461 From Road (O)....................................  1988      1997        29,223       13,194     52,778              54
61 South Paramus Avenue (O)..........................  1985      1997        15,776        9,005     36,018           2,639
650 From Road (O)....................................  1978      1997        23,316       10,487     41,949             194
ROCHELLE PARK
-----------------------------------------------------
120 Passaic Street (O)...............................  1972      1997            --        1,354      5,415               6
365 West Passaic Street (O)..........................  1976      1997         7,468        4,148     16,592             661
SADDLE RIVER
-----------------------------------------------------
1 Lake Street (O)....................................  1994      1997        35,789       13,952     55,812               7
UPPER SADDLE RIVER
-
10 Mountainview Road (O).............................  1986      1998            --        3,683        835          20,991
WOODCLIFF LAKE
-----------------------------------------------------
300 Tice Boulevard (O)...............................  1991      1996            --        5,424     29,688             388
400 Chestnut Ridge Road (O)..........................  1982      1997        14,983        4,201     16,802               1
470 Chestnut Ridge Road (O)..........................  1987      1997         4,087        2,346      9,385               2
50 Tice Boulevard (O)................................  1984      1994            --        4,500         --          25,703
530 Chestnut Ridge Road (O)..........................  1986      1997         4,032        1,860      7,441               3
 
BURLINGTON COUNTY, NEW JERSEY
BURLINGTON
-----------------------------------------------------
3 Terri Lane (F).....................................  1991      1998         2,104          652      3,433             840
5 Terri Lane (F).....................................  1992      1998         2,372          564      3,792           1,265
DELRAN
-----------------------------------------------------
Tenby Chase Apartments (M)...........................  1970      1994            --          396         --           5,208
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
ATLANTIC COUNTY, NEW JERSEY
EGG HARBOR
-----------------------------------------------------
100 Decadon Drive (O)................................  $   300    $ 3,412      $ 3,712   $    273
200 Decadon Drive (O)................................      369      3,403        3,772        300
BERGEN COUNTY, NEW JERSEY
FAIR LAWN
-----------------------------------------------------
17-17 Rte 208 North (O)..............................    3,067     19,809       22,876      1,949
FORT LEE
-----------------------------------------------------
2115 Linwood Avenue (O)..............................      474      6,962        7,436         --
One Bridge Plaza (O).................................    2,439     25,838       28,277      1,434
LITTLE FERRY
-----------------------------------------------------
200 Riser Road (O)...................................    3,888     15,782       19,670        408
MONTVALE
-----------------------------------------------------
135 Chestnut Ridge Road (O)..........................    2,588     10,376       12,964        270
95 Chestnut Ridge Road (O)...........................    1,227      4,951        6,178        128
PARAMUS
-----------------------------------------------------
140 Ridgewood Avenue (O).............................    7,932     31,613       39,545        526
15 East Midland Avenue (O)...........................   10,374     41,522       51,896      1,083
461 From Road (O)....................................   13,194     52,832       66,026      1,378
61 South Paramus Avenue (O)..........................    9,005     38,657       47,662        946
650 From Road (O)....................................   10,487     42,143       52,630      1,096
ROCHELLE PARK
-----------------------------------------------------
120 Passaic Street (O)...............................    1,354      5,421        6,775        141
365 West Passaic Street (O)..........................    4,148     17,253       21,401        435
SADDLE RIVER
-----------------------------------------------------
1 Lake Street (O)....................................   13,953     55,818       69,771      1,457
UPPER SADDLE RIVER
-
10 Mountainview Road (O).............................    4,240     21,269       25,509        651
WOODCLIFF LAKE
-----------------------------------------------------
300 Tice Boulevard (O)...............................    5,424     30,076       35,500      1,572
400 Chestnut Ridge Road (O)..........................    4,201     16,803       21,004        436
470 Chestnut Ridge Road (O)..........................    2,346      9,387       11,733        245
50 Tice Boulevard (O)................................    4,500     25,703       30,203     10,401
530 Chestnut Ridge Road (O)..........................    1,860      7,444        9,304        194
BURLINGTON COUNTY, NEW JERSEY
BURLINGTON
-----------------------------------------------------
3 Terri Lane (F).....................................      658      4,267        4,925        151
5 Terri Lane (F).....................................      569      5,052        5,621        198
DELRAN
-----------------------------------------------------
Tenby Chase Apartments (M)...........................      396      5,208        5,604      3,283
</TABLE>
 
                                      104
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
MOORESTOWN
-----------------------------------------------------
1 Executive Drive (F)................................  1989      1998            --          226      1,453              95
101 Commerce Drive (F)...............................  1988      1998            --          422      3,528             237
101 Executive Drive (F)..............................  1990      1998         1,200          241      2,262              46
102 Executive Drive (F)..............................  1990      1998            --          353      3,607             117
1256 North Church (F)................................  1984      1998            --          354      3,098             227
1507 Lancer Drive (F)................................  1995      1998            --          119      1,106              37
1510 Lancer Drive (F)................................  1998      1998            --          732      2,928              15
201 Commerce Drive (F)...............................  1986      1998         1,121          254      1,694              74
224 Strawbridge Drive (O)............................  1984      1997            --          766      4,334           2,698
225 Executive Drive (F)..............................  1990      1998         1,353          323      2,477              91
228 Strawbridge Drive (O)............................  1984      1997            --          767      4,333           2,885
130 Twosome Drive (F)................................  1997      1998            --          234      1,954              38
40 Twosome Drive (F).................................  1996      1998            --          297      2,393              51
50 Twosome Drive (F).................................  1997      1998            --          301      2,330              35
MOORESTOWN
-----------------------------------------------------
840 North Lenola Road (F)............................  1995      1998            --          329      2,366              39
844 North Lenola Road (F)............................  1995      1998            --          239      1,714              29
97 Foster Road (F)...................................  1982      1998            --          208      1,382              44
WEST DEPTFORD
-----------------------------------------------------
1451 Metropolitan Drive (F)..........................  1996      1998            --          203      1,189              23
 
ESSEX COUNTY, NEW JERSEY
MILLBURN
-----------------------------------------------------
150 J.F.K. Parkway (O)...............................  1980      1997        27,696       12,606     50,425              55
ROSELAND
-----------------------------------------------------
101 Eisenhower Parkway (O)...........................  1980      1994            --          228         --          14,149
103 Eisenhower Parkway (O)...........................  1985      1994            --           --         --          14,113
 
HUDSON COUNTY, NEW JERSEY
JERSEY CITY
-----------------------------------------------------
95 Christopher Columbus Drive (O)....................  1989      1994            --        6,205         --          80,392
Harborside Financial Center Plaza I (O)..............  1983      1996        48,148        3,923     51,013              --
Harborside Financial Center Plaza II (O).............  1990      1996        54,001       17,655    101,546             987
Harborside Financial Center Plaza III (O)............  1990      1996        54,001       17,655    101,878             993
 
MERCER COUNTY, NEW JERSEY
HAMILTON TOWNSHIP
-----------------------------------------------------
100 Horizon Drive (F)................................  1989      1995            --          205      1,676              --
200 Horizon Drive (F)................................  1991      1995            --          205      3,027              --
300 Horizon Drive (F)................................  1989      1995            --          379      4,355               8
500 Horizon Drive (F)................................  1990      1995            --          379      3,395             100
PRINCETON
-----------------------------------------------------
5 Vaughn Drive (O)...................................  1987      1995            --          657      9,800             371
400 Alexander Road (O)...............................  1987      1995            --          344      3,917           2,413
103 Carnegie Center (O)..............................  1984      1996            --        2,566      7,868             498
100 Overlook Center (O)..............................  1988      1997            --        2,378     21,754              52
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
MOORESTOWN
-----------------------------------------------------
1 Executive Drive (F)................................      228      1,546        1,774         60
101 Commerce Drive (F)...............................      425      3,762        4,187        139
101 Executive Drive (F)..............................      243      2,306        2,549         82
102 Executive Drive (F)..............................      356      3,721        4,077        122
1256 North Church (F)................................      356      3,323        3,679        123
1507 Lancer Drive (F)................................      120      1,142        1,262         37
1510 Lancer Drive (F)................................      734      2,941        3,675         37
201 Commerce Drive (F)...............................      258      1,764        2,022         70
224 Strawbridge Drive (O)............................      767      7,031        7,798        126
225 Executive Drive (F)..............................      326      2,565        2,891         97
228 Strawbridge Drive (O)............................      767      7,218        7,985        170
130 Twosome Drive (F)................................      235      1,991        2,226         89
40 Twosome Drive (F).................................      300      2,441        2,741         89
50 Twosome Drive (F).................................      304      2,362        2,666         99
MOORESTOWN
-----------------------------------------------------
840 North Lenola Road (F)............................      333      2,401        2,734         94
844 North Lenola Road (F)............................      241      1,741        1,982         68
97 Foster Road (F)...................................      211      1,423        1,634         47
WEST DEPTFORD
-----------------------------------------------------
1451 Metropolitan Drive (F)..........................      206      1,209        1,415         51
ESSEX COUNTY, NEW JERSEY
MILLBURN
-----------------------------------------------------
150 J.F.K. Parkway (O)...............................   12,606     50,480       63,086      1,317
ROSELAND
-----------------------------------------------------
101 Eisenhower Parkway (O)...........................      228     14,149       14,377      7,363
103 Eisenhower Parkway (O)...........................    2,300     11,813       14,113      5,033
HUDSON COUNTY, NEW JERSEY
JERSEY CITY
-----------------------------------------------------
95 Christopher Columbus Drive (O)....................    6,205     80,392       86,597     21,666
Harborside Financial Center Plaza I (O)..............    3,923     51,013       54,936      2,763
Harborside Financial Center Plaza II (O).............   17,841    102,347      120,188      5,570
Harborside Financial Center Plaza III (O)............   17,821    102,705      120,526      5,569
MERCER COUNTY, NEW JERSEY
HAMILTON TOWNSHIP
-----------------------------------------------------
100 Horizon Drive (F)................................      205      1,676        1,881        133
200 Horizon Drive (F)................................      205      3,027        3,232        240
300 Horizon Drive (F)................................      379      4,363        4,742        348
500 Horizon Drive (F)................................      379      3,495        3,874        306
PRINCETON
-----------------------------------------------------
5 Vaughn Drive (O)...................................      657     10,171       10,828        886
400 Alexander Road (O)...............................      344      6,330        6,674        665
103 Carnegie Center (O)..............................    2,566      8,366       10,932        656
100 Overlook Center (O)..............................    2,378     21,806       24,184        635
</TABLE>
 
                                      105
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
MIDDLESEX COUNTY, NEW JERSEY
EAST BRUNSWICK
-----------------------------------------------------
377 Summerhill Road (O)..............................  1977      1997            --          649      2,594             143
PLAINSBORO
-----------------------------------------------------
500 College Road East (O)............................  1984      1998            --          614     20,626             148
SOUTH BRUNSWICK
-----------------------------------------------------
3 Independence Way (O)...............................  1983      1997            --        1,997     11,391              79
WOODBRIDGE
-----------------------------------------------------
581 Main Street (O)..................................  1991      1997        17,500        3,237     12,949          12,406
 
MONMOUTH COUNTY, NEW JERSEY
NEPTUNE
-----------------------------------------------------
3600 Route 66 (O)....................................  1989      1995            --        1,098     18,146              40
WALL TOWNSHIP
-----------------------------------------------------
1305 Campus Parkway (O)..............................  1988      1995            --          335      2,560              79
1320 Wykoff Avenue (F)...............................  1986      1995            --          255      1,285              19
1324 Wykoff Avenue (F)...............................  1987      1995            --          230      1,439             109
1325 Campus Parkway (F)..............................  1988      1995            --          270      2,928              61
1340 Campus Parkway (F)..............................  1992      1995            --          489      4,621             279
1350 Campus Parkway (O)..............................  1990      1995            --          454      7,134             407
1433 Highway 34 (F)..................................  1985      1995            --          889      4,321             303
1345 Campus Parkway (F)..............................  1995      1997            --        1,023      5,703              21
 
MORRIS COUNTY, NEW JERSEY
FLORHAM PARK
-----------------------------------------------------
325 Columbia Parkway (O).............................  1987      1994            --        1,564         --          15,596
MORRIS PLAINS
-----------------------------------------------------
201 Littleton Road (O)...............................  1979      1997            --        2,407      9,627              94
250 Johnson Road (O).................................  1977      1997         2,292        2,004      8,016             155
MORRIS TOWNSHIP
-----------------------------------------------------
340 Mt. Kemble Avenue (O)............................  1985      1997        32,178       13,624     54,496              39
412 Mt. Kemble Avenue (O)............................  1986      1997        40,025       15,737     62,954              30
PARSIPPANY
-----------------------------------------------------
2 Dryden Way (O).....................................  1990      1998            --          778        420              13
2 Hilton Court (O)...................................  1991      1998            --        1,971     32,007              83
600 Parsippany Road (O)..............................  1978      1994            --        1,257      5,594             569
7 Campus Drive (O)...................................  1982      1998            --        1,932     27,788             106
7 Sylvan Way (O).....................................  1987      1998            --        2,084     26,083              35
8 Campus Drive (O)...................................  1987      1998            --        1,865     35,456             142
5 Sylvan Way (O).....................................  1989      1998            --        1,160     25,214             169
1 Sylvan Way (O).....................................  1989      1998            --        1,689     24,699             681
 
PASSAIC COUNTY, NEW JERSEY
CLIFTON
-----------------------------------------------------
777 Passaic Avenue (O)...............................  1983      1994            --           --         --           7,135
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
MIDDLESEX COUNTY, NEW JERSEY
EAST BRUNSWICK
-----------------------------------------------------
377 Summerhill Road (O)..............................      649      2,737        3,386         69
PLAINSBORO
-----------------------------------------------------
500 College Road East (O)............................      614     20,774       21,388        376
SOUTH BRUNSWICK
-----------------------------------------------------
3 Independence Way (O)...............................    1,997     11,470       13,467        381
WOODBRIDGE
-----------------------------------------------------
581 Main Street (O)..................................    8,115     20,477       28,592        381
MONMOUTH COUNTY, NEW JERSEY
NEPTUNE
-----------------------------------------------------
3600 Route 66 (O)....................................    1,098     18,186       19,284      1,443
WALL TOWNSHIP
-----------------------------------------------------
1305 Campus Parkway (O)..............................      335      2,639        2,974        242
1320 Wykoff Avenue (F)...............................      255      1,304        1,559        103
1324 Wykoff Avenue (F)...............................      230      1,548        1,778        141
1325 Campus Parkway (F)..............................      270      2,989        3,259        248
1340 Campus Parkway (F)..............................      489      4,900        5,389        411
1350 Campus Parkway (O)..............................      454      7,541        7,995        677
1433 Highway 34 (F)..................................      889      4,624        5,513        458
1345 Campus Parkway (F)..............................    1,024      5,723        6,747        274
MORRIS COUNTY, NEW JERSEY
FLORHAM PARK
-----------------------------------------------------
325 Columbia Parkway (O).............................    1,564     15,596       17,160      5,558
MORRIS PLAINS
-----------------------------------------------------
201 Littleton Road (O)...............................    2,407      9,721       12,128        252
250 Johnson Road (O).................................    2,004      8,171       10,175        210
MORRIS TOWNSHIP
-----------------------------------------------------
340 Mt. Kemble Avenue (O)............................   13,624     54,535       68,159      1,423
412 Mt. Kemble Avenue (O)............................   15,738     62,983       78,721      1,644
PARSIPPANY
-----------------------------------------------------
2 Dryden Way (O).....................................      778        433        1,211         18
2 Hilton Court (O)...................................    1,971     32,090       34.061        741
600 Parsippany Road (O)..............................    1,257      6,163        7,420        685
7 Campus Drive (O)...................................    1,932     27,894       29,826        617
7 Sylvan Way (O).....................................    2,084     26,118       28,202        616
8 Campus Drive (O)...................................    1,865     35,598       37,463        784
5 Sylvan Way (O).....................................    1,160     25,383       26,543        541
1 Sylvan Way (O).....................................    1,689     25,380       27,069        554
PASSAIC COUNTY, NEW JERSEY
CLIFTON
-----------------------------------------------------
777 Passaic Avenue (O)...............................    1,100      6,035        7,135      2,449
</TABLE>
 
                                      106
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
TOTOWA
-----------------------------------------------------
11 Commerce Way (F)..................................  1989      1995            --          586      2,986              67
120 Commerce Way (F).................................  1994      1995            --          228         --           1,197
140 Commerce Way (F).................................  1994      1995            --          229         --           1,197
2 Center Court (F)...................................  1998      1998            --          191         --           2,537
20 Commerce Way (F)..................................  1992      1995            --          516      3,108              28
29 Commerce Way (F)..................................  1990      1995            --          586      3,092             227
40 Commerce Way (F)..................................  1987      1995            --          516      3,260             379
45 Commerce Way (F)..................................  1992      1995            --          536      3,379             138
60 Commerce Way (F)..................................  1988      1995            --          526      3,257             232
80 Commerce Way (F)..................................  1996      1996            --          227         --           1,648
100 Commerce Way (F).................................  1996      1996            --          226         --           1,647
999 Riverview Drive (O)..............................  1988      1995            --          476      6,024             132
WAYNE
-----------------------------------------------------
201 Willowbrook Boulevard (O)........................  1970      1997        10,918        3,103     12,410             418
 
SOMERSET COUNTY, NEW JERSEY
BASKING RIDGE
-----------------------------------------------------
222 Mt. Airy Road (O)................................  1986      1996            --          775      3,636              17
233 Mt. Airy Road (O)................................  1987      1996            --        1,034      5,033              16
BRIDGEWATER
-----------------------------------------------------
721 Route 202/206 (O)................................  1989      1997        23,000        6,730     26,919             101
 
UNION COUNTY, NEW JERSEY
CLARK
-----------------------------------------------------
100 Walnut Avenue (O)................................  1985      1994            --           --         --          17,608
CRANFORD
-----------------------------------------------------
11 Commerce Drive (O)................................  1981      1994            --          470         --           6,088
12 Commerce Drive (O)................................  1967      1997            --          887      3,549              26
20 Commerce Drive (O)................................  1990      1994            --        2,346         --          21,991
6 Commerce Drive (O).................................  1973      1994            --          250         --           2,704
65 Jackson Drive (O).................................  1984      1994            --          541         --           7,006
NEW PROVIDENCE
-----------------------------------------------------
890 Mountain Road (O)................................  1977      1997         8,027        2,796     11,185           4,037
 
DUTCHESS COUNTY, NEW YORK
FISHKILL
-----------------------------------------------------
300 South Lake Drive (O).............................  1987      1997            --        2,258      9,031              86
 
NASSAU COUNTY, NEW YORK
NORTH HEMPSTEAD
-----------------------------------------------------
111 East Shore Road (O)..............................  1980      1997         8,000        2,093      8,370              94
600 Community Drive (O)..............................  1983      1997            --       11,018     44,070              12
 
ROCKLAND COUNTY, NEW YORK
SUFFERN
-----------------------------------------------------
400 Rella Boulevard (O)..............................  1988      1995            --        1,090     13,412             975
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
TOTOWA
-----------------------------------------------------
11 Commerce Way (F)..................................      586      3,053        3,639        248
120 Commerce Way (F).................................      228      1,197        1,425         95
140 Commerce Way (F).................................      229      1,197        1,426         96
2 Center Court (F)...................................      191      2,537        2,728         56
20 Commerce Way (F)..................................      516      3,136        3,652        248
29 Commerce Way (F)..................................      586      3,319        3,905        324
40 Commerce Way (F)..................................      516      3,639        4,155        362
45 Commerce Way (F)..................................      536      3,517        4,053        327
60 Commerce Way (F)..................................      526      3,489        4,015        346
80 Commerce Way (F)..................................      227      1,648        1,875        203
100 Commerce Way (F).................................      226      1,647        1,873        202
999 Riverview Drive (O)..............................      476      6,156        6,632        515
WAYNE
-----------------------------------------------------
201 Willowbrook Boulevard (O)........................    3,103     12,828       15,931        325
SOMERSET COUNTY, NEW JERSEY
BASKING RIDGE
-----------------------------------------------------
222 Mt. Airy Road (O)................................      775      3,653        4,428        228
233 Mt. Airy Road (O)................................    1,034      5,049        6,083        305
BRIDGEWATER
-----------------------------------------------------
721 Route 202/206 (O)................................    6,730     27,020       33,750        703
UNION COUNTY, NEW JERSEY
CLARK
-----------------------------------------------------
100 Walnut Avenue (O)................................    1,822     15,786       17,608      6,395
CRANFORD
-----------------------------------------------------
11 Commerce Drive (O)................................      470      6,088        6,558      3,021
12 Commerce Drive (O)................................      887      3,575        4,462         93
20 Commerce Drive (O)................................    2,346     21,991       24,337      5,727
6 Commerce Drive (O).................................      250      2,704        2,954      1,545
65 Jackson Drive (O).................................      542      7,005        7,547      2,919
NEW PROVIDENCE
-----------------------------------------------------
890 Mountain Road (O)................................    3,600     14,418       18,018        361
DUTCHESS COUNTY, NEW YORK
FISHKILL
-----------------------------------------------------
300 South Lake Drive (O).............................    2,258      9,117       11,375        245
NASSAU COUNTY, NEW YORK
NORTH HEMPSTEAD
-----------------------------------------------------
111 East Shore Road (O)..............................    2,093      8,464       10,557        228
600 Community Drive (O)..............................   11,018     44,082       55,100      1,194
ROCKLAND COUNTY, NEW YORK
SUFFERN
-----------------------------------------------------
400 Rella Boulevard (O)..............................    1,090     14,387       15,477      1,397
</TABLE>
 
                                      107
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
WESTCHESTER COUNTY, NEW YORK
ELMSFORD
-----------------------------------------------------
1 Warehouse Lane (I).................................  1957      1997           161            3        268             100
1 Westchester Plaza (F)..............................  1967      1997         1,320          199      2,023              29
100 Clearbrook Road (O)..............................  1975      1997         1,281          220      5,366             463
101 Executive Boulevard (O)..........................  1971      1997         3,600          267      5,838              73
11 Clearbrook Road (F)...............................  1974      1997         1,367          149      2,159               5
150 Clearbrook Road (F)..............................  1975      1997         4,464          497      7,030              51
175 Clearbrook Road (F)..............................  1973      1997         4,826          655      7,473             210
2 Warehouse Lane (I).................................  1957      1997           402            4        672               5
2 Westchester Plaza (F)..............................  1968      1997         1,760          234      2,726               1
200 Clearbrook Road (F)..............................  1974      1997         4,263          579      6,620              85
250 Clearbrook Road (F)..............................  1973      1997         5,630          867      8,647             229
3 Warehouse Lane (I).................................  1957      1997         1,166           21      1,948               1
3 Westchester Plaza (F)..............................  1969      1997         5,080          655      7,936              --
300 Executive Boulevard (F)..........................  1970      1997         2,403          460      3,609              --
350 Executive Boulevard (F)..........................  1970      1997            --          100      1,793              --
399 Executive Boulevard (F)..........................  1962      1997         4,560          531      7,191              12
4 Warehouse Lane (I).................................  1957      1997         8,044           84     13,393              63
4 Westchester Plaza (F)..............................  1969      1997         2,400          320      3,729              59
400 Executive Boulevard (F)..........................  1970      1997         2,403        2,202      1,846             118
5 Warehouse Lane (I).................................  1957      1997         2,855           19      4,804               4
5 Westchester Plaza (F)..............................  1969      1997         1,200          118      1,949              --
50 Executive Boulevard (F)...........................  1969      1997         1,680          237      2,617              --
500 Executive Boulevard (F)..........................  1970      1997         2,643          258      4,183               1
525 Executive Boulevard (F)..........................  1972      1997            --          345      5,499               8
570 Taxter Road (O)..................................  1972      1997         3,847          438      6,078              40
6 Warehouse Lane (I).................................  1982      1997         2,654           10      4,419               6
6 Westchester Plaza (F)..............................  1968      1997         1,280          164      1,998              21
7 Westchester Plaza (F)..............................  1972      1997         2,720          286      4,321               9
700 Executive Boulevard (L)..........................   N/A      1997            --          970         --              --
75 Clearbrook Road (F)...............................  1990      1997            --        2,314      4,716              --
77 Executive Boulevard (F)...........................  1977      1997         3,982           34      1,104               6
8 Westchester Plaza (F)..............................  1971      1997         3,378          447      5,262             634
85 Executive Boulevard (F)...........................  1968      1997         1,562          155      2,507              12
HAWTHORNE
-----------------------------------------------------
1 Skyline Drive (O)..................................  1980      1997            --           66      1,711              11
10 Skyline Drive (F).................................  1985      1997         1,729          134      2,799              78
11 Skyline Drive (F).................................  1989      1997            --           --      4,788              66
15 Skyline Drive (F).................................  1989      1997            --           --      7,449             305
17 Skyline Drive (O).................................  1989      1997            --           --      7,269              65
2 Skyline Drive (O)..................................  1987      1997            --          109      3,128              10
200 Saw Mill River Road (F)..........................  1965      1997         2,172          353      3,353              68
30 Saw Mill River Road (O)...........................  1982      1997        21,553        2,355     34,254           2,802
4 Skyline Drive (F)..................................  1987      1997            --          363      7,513             371
7 Skyline Drive (O)..................................  1987      1998            --          330     13,013              36
8 Skyline Drive (F)..................................  1985      1997         2,734          212      4,410              85
TARRYTOWN
-----------------------------------------------------
200 White Plains Road (O)............................  1982      1997         5,150          378      8,367             557
220 White Plains Road (O)............................  1984      1997         5,030          367      8,112             156
230 White Plains Road (R)............................  1984      1997         1,158          124      1,845              --
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
WESTCHESTER COUNTY, NEW YORK
ELMSFORD
-----------------------------------------------------
1 Warehouse Lane (I).................................        3        368          371         13
1 Westchester Plaza (F)..............................      199      2,052        2,251        101
100 Clearbrook Road (O)..............................      220      5,829        6,049        273
101 Executive Boulevard (O)..........................      267      5,911        6,178        290
11 Clearbrook Road (F)...............................      149      2,164        2,313        104
150 Clearbrook Road (F)..............................      497      7,081        7,578        338
175 Clearbrook Road (F)..............................      655      7,683        8,338        396
2 Warehouse Lane (I).................................        4        677          681         32
2 Westchester Plaza (F)..............................      234      2,727        2,961        131
200 Clearbrook Road (F)..............................      579      6,705        7,284        324
250 Clearbrook Road (F)..............................      867      8,876        9,743        424
3 Warehouse Lane (I).................................       21      1,949        1,970         93
3 Westchester Plaza (F)..............................      655      7,936        8,591        380
300 Executive Boulevard (F)..........................      460      3,609        4,069        173
350 Executive Boulevard (F)..........................      100      1,793        1,893         86
399 Executive Boulevard (F)..........................      531      7,203        7,734        345
4 Warehouse Lane (I).................................       85     13,455       13,540        651
4 Westchester Plaza (F)..............................      320      3,788        4,108        188
400 Executive Boulevard (F)..........................    2,202      1,964        4,166         88
5 Warehouse Lane (I).................................       19      4,808        4,827        232
5 Westchester Plaza (F)..............................      118      1,949        2,067         93
50 Executive Boulevard (F)...........................      237      2,617        2,854        125
500 Executive Boulevard (F)..........................      258      4,184        4,442        200
525 Executive Boulevard (F)..........................      345      5,507        5,852        265
570 Taxter Road (O)..................................      438      6,118        6,556        301
6 Warehouse Lane (I).................................       10      4,425        4,435        212
6 Westchester Plaza (F)..............................      164      2,019        2,183         99
7 Westchester Plaza (F)..............................      286      4,330        4,616        211
700 Executive Boulevard (L)..........................      970         --          970         --
75 Clearbrook Road (F)...............................    2,314      4,716        7,030        226
77 Executive Boulevard (F)...........................       34      1,110        1,144         53
8 Westchester Plaza (F)..............................      447      5,896        6,343        321
85 Executive Boulevard (F)...........................      155      2,519        2,674        120
HAWTHORNE
-----------------------------------------------------
1 Skyline Drive (O)..................................       66      1,722        1,788         82
10 Skyline Drive (F).................................      134      2,877        3,011        148
11 Skyline Drive (F).................................       --      4,854        4,854        239
15 Skyline Drive (F).................................       --      7,754        7,754        454
17 Skyline Drive (O).................................       --      7,334        7,334        348
2 Skyline Drive (O)..................................      109      3,138        3,247        150
200 Saw Mill River Road (F)..........................      353      3,421        3,774        168
30 Saw Mill River Road (O)...........................    2,356     37,055       39,411      1,921
4 Skyline Drive (F)..................................      363      7,884        8,247        460
7 Skyline Drive (O)..................................      330     13,049       13,379        108
8 Skyline Drive (F)..................................      212      4,495        4,707        229
TARRYTOWN
-----------------------------------------------------
200 White Plains Road (O)............................      378      8,924        9,302        492
220 White Plains Road (O)............................      367      8,268        8,635        418
230 White Plains Road (R)............................      124      1,845        1,969         88
</TABLE>
 
                                      108
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
WHITE PLAINS
-----------------------------------------------------
1 Barker Avenue (O)..................................  1975      1997            --          207      9,629             143
1 Water Street (O)...................................  1979      1997         3,298          211      5,382             107
11 Martine Avenue (O)................................  1987      1997        15,465          127     26,833           1,900
25 Martine Avenue (M)................................  1987      1997            --          120     11,366             129
3 Barker Avenue (O)..................................  1983      1997            --          122      7,864             337
50 Main Street (O)...................................  1985      1997        27,918          564     48,105           1,425
YONKERS
-----------------------------------------------------
1 Enterprise Boulevard (L)...........................   N/A      1997            --        1,380         --              --
1 Executive Boulevard (O)............................  1982      1997           684        1,104     11,904             386
1 Odell Plaza (F)....................................  1980      1997            --        1,206      6,815              47
100 Corporate Boulevard (F)..........................  1987      1997         6,211          602      9,910              62
2 Executive Plaza (R)................................  1986      1997         7,722           89      2,439              --
200 Corporate Boulevard South (F)....................  1990      1997            --          502      7,575             137
3 Executive Plaza (O)................................  1987      1997            --          385      6,256              --
4 Executive Plaza (F)................................  1986      1997         1,528          584      6,134             275
5 Odell Plaza (F)....................................  1983      1997            --          331      2,988              --
6 Executive Plaza (F)................................  1987      1997            --          546      7,246              --
7 Odell Plaza (F)....................................  1984      1997            --          419      4,418              59
 
CHESTER COUNTY, PENNSYLVANIA
BERWYN
-----------------------------------------------------
1000 Westlakes Drive (O).............................  1989      1997            --          619      9,016              97
1055 Westlakes Drive (O).............................  1990      1997            --        1,951     19,046             200
1205 Westlakes Drive (O).............................  1988      1997            --        1,323     20,098             287
1235 Westlakes Drive (O).............................  1986      1997            --        1,417     21,215             332
 
DELAWARE COUNTY, PENNSYLVANIA
LESTER
-----------------------------------------------------
100 Stevens Drive (O)................................  1986      1996            --        1,349     10,018             114
200 Stevens Drive (O)................................  1987      1996            --        1,644     20,186             296
300 Stevens Drive (O)................................  1992      1996            --          491      9,490              76
MEDIA
-----------------------------------------------------
1400 Providence Rd--Center I (O).....................  1986      1996            --        1,042      9,054             616
1400 Providence Rd.--Center II (O)...................  1990      1996            --        1,543     16,464             797
 
MONTGOMERY COUNTY, PENNSYLVANIA
LOWER PROVIDENCE
-----------------------------------------------------
1000 Madison Avenue (O)..............................  1990      1997            --        1,713     12,559              88
PLYMOUTH MEETING
-----------------------------------------------------
Five Sentry East (O).................................  1984      1996            --          642      7,992             403
Five Sentry West (O).................................  1984      1996            --          268      3,334              34
1150 Plymouth Meeting Mall (O).......................  1970      1997            --          125        499          20,355
 
FAIRFIELD COUNTY, CONNECTICUT
GREENWICH
-----------------------------------------------------
500 West Putnam Avenue (O)...........................  1973      1998        11,471        3,300     16,734             200
NORWARK
-----------------------------------------------------
40 Richards Avenue (O)...............................  1985      1998            --        1,087     18,399             143
SHELTON
-----------------------------------------------------
1000 Bridgeport Avenue (O)...........................  1986      1997            --          773     14,934              12
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
WHITE PLAINS
-----------------------------------------------------
1 Barker Avenue (O)..................................      207      9,772        9,979        477
1 Water Street (O)...................................      211      5,489        5,700        263
11 Martine Avenue (O)................................      127     28,733       28,860      1,295
25 Martine Avenue (M)................................      120     11,495       11,615        545
3 Barker Avenue (O)..................................      122      8,201        8,323        413
50 Main Street (O)...................................      564     49,530       50,094      2,401
YONKERS
-----------------------------------------------------
1 Enterprise Boulevard (L)...........................    1,380         --        1,380         --
1 Executive Boulevard (O)............................    1,105     12,289       13,394        635
1 Odell Plaza (F)....................................    1,206      6,862        8,068        328
100 Corporate Boulevard (F)..........................      602      9,972       10,574        477
2 Executive Plaza (R)................................       89      2,439        2,528        117
200 Corporate Boulevard South (F)....................      502      7,712        8,214        283
3 Executive Plaza (O)................................      385      6,256        6,641        301
4 Executive Plaza (F)................................      584      6,409        6,993        342
5 Odell Plaza (F)....................................      331      2,988        3,319        143
6 Executive Plaza (F)................................      546      7,246        7,792        347
7 Odell Plaza (F)....................................      419      4,477        4,896        236
CHESTER COUNTY, PENNSYLVANIA
BERWYN
-----------------------------------------------------
1000 Westlakes Drive (O).............................      619      9,113        9,732        425
1055 Westlakes Drive (O).............................    1,951     19,246       21,197        904
1205 Westlakes Drive (O).............................    1,323     20,385       21,708        947
1235 Westlakes Drive (O).............................    1,418     21,546       22,964        979
DELAWARE COUNTY, PENNSYLVANIA
LESTER
-----------------------------------------------------
100 Stevens Drive (O)................................    1,349     10,132       11,481        507
200 Stevens Drive (O)................................    1,644     20,482       22,126      1,016
300 Stevens Drive (O)................................      491      9,566       10,057        479
MEDIA
-----------------------------------------------------
1400 Providence Rd--Center I (O).....................    1,042      9,670       10,712        676
1400 Providence Rd.--Center II (O)...................    1,544     17,260       18,804      1,258
MONTGOMERY COUNTY, PENNSYLVANIA
LOWER PROVIDENCE
-----------------------------------------------------
1000 Madison Avenue (O)..............................    1,714     12,646       14,360        418
PLYMOUTH MEETING
-----------------------------------------------------
Five Sentry East (O).................................      642      8,395        9,037        445
Five Sentry West (O).................................      268      3,368        3,636        184
1150 Plymouth Meeting Mall (O).......................      125     20,854       20,979        407
FAIRFIELD COUNTY, CONNECTICUT
GREENWICH
-----------------------------------------------------
500 West Putnam Avenue (O)...........................    3,300     16,934       20,234        352
NORWARK
-----------------------------------------------------
40 Richards Avenue (O)...............................    1,087     18,542       19,629        157
SHELTON
-----------------------------------------------------
1000 Bridgeport Avenue (O)...........................      773     14,946       15,719        505
</TABLE>
 
                                      109
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
STAMFORD
-----------------------------------------------------
419 West Avenue (F)..................................  1986      1997            --        4,538      9,246               5
500 West Avenue (F)..................................  1988      1997            --          415      1,679              --
550 West Avenue (F)..................................  1990      1997            --        1,975      3,856               4
650 West Avenue (F)..................................  1998      1998            --        1,328         --           3,624
 
BEXAR COUNTY, TEXAS
SAN ANTONIO
-----------------------------------------------------
111 Soledad (O)......................................  1918      1997            --        2,004      8,017              58
1777 N.E. Loop 410 (O)...............................  1986      1997            --        3,119     12,477             364
84 N.E. Loop 410 (O).................................  1971      1997            --        2,295     10,382              97
200 Concord Plaza Drive (O)..........................  1986      1997            --        2,387     31,825             318
 
COLLIN COUNTY, TEXAS
PLANO
-----------------------------------------------------
555 Republic Place (O)...............................  1986      1997            --          942      3,767               2
 
DALLAS COUNTY, TEXAS
DALLAS
-----------------------------------------------------
3030 LBJ Freeway (O).................................  1984      1997            --        6,098     24,366             734
3100 Monticello (O)..................................  1984      1997            --        1,940      7,762           4,084
8214 Westchester (O).................................  1983      1997            --        1,705      6,819              67
IRVING
-----------------------------------------------------
2300 Valley View (O).................................  1985      1997            --        1,913      7,651             342
RICHARDSON
-----------------------------------------------------
1122 Alma Road (O)...................................  1977      1997            --          754      3,015             100
 
HARRIS COUNTY, TEXAS
HOUSTON
-----------------------------------------------------
10497 Town & Country Way (O).........................  1981      1997            --        1,619      6,476              79
14511 Falling Creek (O)..............................  1982      1997            --          434      1,738              99
1717 St. James Place (O).............................  1975      1997            --          909      3,636             116
1770 St. James Place (O).............................  1973      1997            --          730      2,920             173
5225 Katy Freeway (O)................................  1983      1997            --        1,403      5,610             156
5300 Memorial (O)....................................  1982      1997            --        1,283      7,269              81
 
POTTER COUNTY, TEXAS
AMARILLO
-----------------------------------------------------
6900 IH--40 West (O).................................  1986      1997            --          287      1,147              48
 
TARRANT COUNTY, TEXAS
EULESS
-----------------------------------------------------
150 West Park Way (O)................................  1984      1997            --          852      3,410              56
 
TRAVIS COUNTY, TEXAS
AUSTIN
-----------------------------------------------------
1250 Capital of Texas Hwy. South (O).................  1985      1998            --        4,121     32,935             345
 
ARAPAHOE COUNTY, COLORADO
AURORA
-----------------------------------------------------
750 South Richfield Street (O).......................  1997      1998            --        2,680     23,125              27
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
STAMFORD
-----------------------------------------------------
419 West Avenue (F)..................................    4,538      9,251       13,789        445
500 West Avenue (F)..................................      415      1,679        2,094         80
550 West Avenue (F)..................................    1,975      3,860        5,835        185
650 West Avenue (F)..................................    1,328      3,624        4,952         30
BEXAR COUNTY, TEXAS
SAN ANTONIO
-----------------------------------------------------
111 Soledad (O)......................................    2,004      8,075       10,079        212
1777 N.E. Loop 410 (O)...............................    3,119     12,841       15,960        346
84 N.E. Loop 410 (O).................................    2,296     10,478       12,774        271
200 Concord Plaza Drive (O)..........................    2,393     32,137       34,530        840
COLLIN COUNTY, TEXAS
PLANO
-----------------------------------------------------
555 Republic Place (O)...............................      942      3,769        4,711         98
DALLAS COUNTY, TEXAS
DALLAS
-----------------------------------------------------
3030 LBJ Freeway (O).................................    6,098     25,100       31,198        685
3100 Monticello (O)..................................    2,511     11,275       13,786        257
8214 Westchester (O).................................    1,705      6,886        8,591        178
IRVING
-----------------------------------------------------
2300 Valley View (O).................................    1,913      7,993        9,906        200
RICHARDSON
-----------------------------------------------------
1122 Alma Road (O)...................................      754      3,115        3,869         80
HARRIS COUNTY, TEXAS
HOUSTON
-----------------------------------------------------
10497 Town & Country Way (O).........................    1,619      6,555        8,174        181
14511 Falling Creek (O)..............................      434      1,837        2,271         45
1717 St. James Place (O).............................      909      3,752        4,661        112
1770 St. James Place (O).............................      730      3,093        3,823         88
5225 Katy Freeway (O)................................    1,403      5,766        7,169        148
5300 Memorial (O)....................................    1,710      6,923        8,633        179
POTTER COUNTY, TEXAS
AMARILLO
-----------------------------------------------------
6900 IH--40 West (O).................................      287      1,195        1,482         34
TARRANT COUNTY, TEXAS
EULESS
-----------------------------------------------------
150 West Park Way (O)................................      852      3,466        4,318         89
TRAVIS COUNTY, TEXAS
AUSTIN
-----------------------------------------------------
1250 Capital of Texas Hwy. South (O).................    4,121     33,280       37,401        760
ARAPAHOE COUNTY, COLORADO
AURORA
-----------------------------------------------------
750 South Richfield Street (O).......................    2,682     23,150       25,832        444
</TABLE>
 
                                      110
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
DENVER
-----------------------------------------------------
400 South Colorado Boulevard (O).....................  1983      1998            --        1,461     10,620             133
ENGLEWOOD
-----------------------------------------------------
5350 South Roslyn Street (O).........................  1982      1998            --          862      6,831              30
9359 East Nichols Avenue (O).........................  1997      1998            --        1,155      8,171              19
 
BOULDER COUNTY, COLORADO
BROOMFIELD
-----------------------------------------------------
105 South Technology Court (O).......................  1997      1998            --          653      4,936              14
303 South Technology Court-A (O).....................  1997      1998            --          623      3,892               4
303 South Technology Court-B (O).....................  1997      1998            --          623      3,892               4
LOUISVILLE
-----------------------------------------------------
1172 Century Drive (O)...............................  1996      1998            --          707      4,647              16
248 Centennial Parkway (O)...........................  1996      1998            --          708      4,647              16
285 Century Place (O)................................  1997      1998            --          889     10,133              13
 
DENVER COUNTY, COLORADO
DENVER
-----------------------------------------------------
3600 South Yosemite (O)..............................  1974      1998            --          556     12,980              28
 
DOUGLAS COUNTY, COLORADO
ENGLEWOOD
-----------------------------------------------------
384 Inverness Drive South (O)........................  1985      1998            --          703      5,653              50
400 Inverness Drive (O)..............................  1997      1998            --        1,584     19,878              24
5975 South Quebec Street (O).........................  1996      1998            --          855     11,551              39
67 Inverness Drive East (O)..........................  1996      1998            --        1,034      5,516              10
PARKER
-----------------------------------------------------
9777 Pyramid Court (O)...............................  1995      1998            --        1,304     13,189              25
 
EL PASO COUNTY, COLORADO
COLORADO SPRINGS
-----------------------------------------------------
1975 Research Parkway (O)............................  1997      1998            --        1,397     13,221              --
 
JEFFERSON COUNTY, COLORADO
LAKEWOOD
-----------------------------------------------------
141 Union Boulevard (O)..............................  1985      1998            --          774      6,891             276
 
MARICOPA COUNTY, ARIZONA
GLENDALE
-----------------------------------------------------
5551 West Talavi Boulevard (O).......................  1991      1997         6,717        2,732     10,927           5,743
PHOENIX
-----------------------------------------------------
19640 North 31st Street (O)..........................  1990      1997         7,112        3,437     13,747               4
20002 North 19th Avenue (O)..........................  1986      1997         3,386        1,843      7,371              15
SCOTTSDALE
-----------------------------------------------------
9060 E. Via Linda Boulevard (O)......................  1984      1997            --        3,720     14,879              --
 
SAN FRANCISCO COUNTY, CALIFORNIA
SAN FRANCISCO
-----------------------------------------------------
760 Market Street (O)................................  1908      1997            --        5,588     22,352          36,844
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
DENVER
-----------------------------------------------------
400 South Colorado Boulevard (O).....................    1,461     10,753       12,214        176
ENGLEWOOD
-----------------------------------------------------
5350 South Roslyn Street (O).........................      862      6,861        7,723        169
9359 East Nichols Avenue (O).........................    1,155      8,190        9,345        154
BOULDER COUNTY, COLORADO
BROOMFIELD
-----------------------------------------------------
105 South Technology Court (O).......................      653      4,950        5,603        101
303 South Technology Court-A (O).....................      623      3,896        4,519         98
303 South Technology Court-B (O).....................      623      3,896        4,519         98
LOUISVILLE
-----------------------------------------------------
1172 Century Drive (O)...............................      707      4,663        5,370        122
248 Centennial Parkway (O)...........................      708      4,663        5,371        122
285 Century Place (O)................................      891     10,144       11,035        176
DENVER COUNTY, COLORADO
DENVER
-----------------------------------------------------
3600 South Yosemite (O)..............................      556     13,008       13,564        225
DOUGLAS COUNTY, COLORADO
ENGLEWOOD
-----------------------------------------------------
384 Inverness Drive South (O)........................      703      5,703        6,406        129
400 Inverness Drive (O)..............................    1,584     19,902       21,486        352
5975 South Quebec Street (O).........................      856     11,589       12,445        253
67 Inverness Drive East (O)..........................    1,035      5,525        6,560        139
PARKER
-----------------------------------------------------
9777 Pyramid Court (O)...............................    1,305     13,213       14,518        320
EL PASO COUNTY, COLORADO
COLORADO SPRINGS
-----------------------------------------------------
1975 Research Parkway (O)............................    1,397     13,221       14,618        256
JEFFERSON COUNTY, COLORADO
LAKEWOOD
-----------------------------------------------------
141 Union Boulevard (O)..............................      775      7,166        7,941        163
MARICOPA COUNTY, ARIZONA
GLENDALE
-----------------------------------------------------
5551 West Talavi Boulevard (O).......................    3,593     15,809       19,402        336
PHOENIX
-----------------------------------------------------
19640 North 31st Street (O)..........................    3,437     13,751       17,188        359
20002 North 19th Avenue (O)..........................    1,843      7,386        9,229        192
SCOTTSDALE
-----------------------------------------------------
9060 E. Via Linda Boulevard (O)......................    3,720     14,879       18,599        388
SAN FRANCISCO COUNTY, CALIFORNIA
SAN FRANCISCO
-----------------------------------------------------
760 Market Street (O)................................   13,499     51,285       64,784        852
</TABLE>
 
                                      111
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                                   SCHEDULE III
                                                                                             INITIAL COSTS           COSTS
                                                             YEAR                        ---------------------    CAPITALIZED
                                                       ----------------     RELATED               BUILDING AND     SUBSEQUENT
PROPERTY LOCATION (2)                                  BUILT   ACQUIRED   ENCUMBRANCES    LAND    IMPROVEMENTS   TO ACQUISITION
-----------------------------------------------------  -----   --------   ------------   -------  ------------   --------------
<S>                                                    <C>     <C>        <C>            <C>      <C>            <C>
HILLSBOROUGH COUNTY, FLORIDA
TAMPA
-----------------------------------------------------
501 Kennedy Boulevard (O)............................  1982      1997            --        3,959     15,837             127
 
POLK COUNTY, IOWA
WEST DES MOINES
-----------------------------------------------------
2600 Westown Parkway (O).............................  1988      1997            --        1,708      6,833              39
 
DOUGLAS COUNTY, NEBRASKA
OMAHA
-----------------------------------------------------
210 South 16th Street (O)............................  1894      1997            --        2,559     10,236              81
 
DISTRICT OF COLUMBIA
WASHINGTON
-----------------------------------------------------
1400 L Street, NW (O)................................  1987      1998            --       13,054     27,423             166
1709 New York Avenue, NW (O).........................  1972      1998            --       19,898     29,686             158
 
PRINCE GEORGE'S COUNTY, MARYLAND
LANHAM
-----------------------------------------------------
4200 Parliament Place (O)............................  1989      1998            --        2,114     13,546             198
 
PROJECTS UNDER DEVELOPMENT...........................                            --       40,200         --           4,418
 
FURNITURE, FIXTURES & EQUIPMENT......................                            --           --         --           5,686
                                                                          ------------   -------  ------------   --------------
TOTALS...............................................                       $749,331     $488,872 2,$584,351        $394,576
                                                                          ------------   -------  ------------   --------------
                                                                          ------------   -------  ------------   --------------
 
<CAPTION>
 
                                                        GROSS AMOUNT AT WHICH CARRIED
                                                           AT CLOSE OF PERIOD (1)
                                                       -------------------------------
                                                                BUILDING AND            ACCUMULATED
PROPERTY LOCATION (2)                                   LAND    IMPROVEMENTS    TOTAL   DEPRECIATION
-----------------------------------------------------  -------  ------------   -------  -----------
<S>                                                    <C>      <C>            <C>      <C>
HILLSBOROUGH COUNTY, FLORIDA
TAMPA
-----------------------------------------------------
501 Kennedy Boulevard (O)............................    3,959     15,964       19,923        415
POLK COUNTY, IOWA
WEST DES MOINES
-----------------------------------------------------
2600 Westown Parkway (O).............................    1,708      6,872        8,580        183
DOUGLAS COUNTY, NEBRASKA
OMAHA
-----------------------------------------------------
210 South 16th Street (O)............................    2,559     10,317       12,876        271
DISTRICT OF COLUMBIA
WASHINGTON
-----------------------------------------------------
1400 L Street, NW (O)................................   13,054     27,589       40,643        406
1709 New York Avenue, NW (O).........................   19,898     29,844       49,742        444
PRINCE GEORGE'S COUNTY, MARYLAND
LANHAM
-----------------------------------------------------
4200 Parliament Place (O)............................    2,114     13,744       15,858        164
PROJECTS UNDER DEVELOPMENT...........................   40,200      4,418       44,618          4
FURNITURE, FIXTURES & EQUIPMENT......................       --      5,686        5,686      1,716
                                                       -------  ------------   -------  -----------
TOTALS...............................................  $510,534 2,$957,265     $3,467,799  $177,934
                                                       -------  ------------   -------  -----------
                                                       -------  ------------   -------  -----------
</TABLE>
 
----------------------------------
 
(1) The aggregate cost for federal income tax purposes at December 31, 1998 was
    approximately $2.31 billion.
 
(2) Legend of Property Codes:
 
<TABLE>
<S>                                         <C>
(O)=Office Property                         (M)=Multi-family Residential Property
(F)=Office/Flex Property                    (R)=Stand-alone Retail Property
(I)=Industrial/Warehouse Property           (L)=Land Lease
</TABLE>
 
                                      112
<PAGE>
                             MACK-CALI REALTY, L.P.
 
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
 
                          MACK-CALI REALTY CORPORATION
                              NOTE TO SCHEDULE III
 
    Changes in rental properties and accumulated depreciation for the periods
ended December 31, 1998, 1997 and 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                                                            1998          1997         1996
                                                                                        ------------  ------------  ----------
<S>                                                                                     <C>           <C>           <C>
RENTAL PROPERTIES:
--------------------------------------------------------------------------------------
Balance at beginning of year..........................................................  $  2,629,616  $    853,352  $  387,675
  Additions...........................................................................       838,183     1,776,264     473,371
  Retirements/Disposals...............................................................            --            --      (7,694)
                                                                                        ------------  ------------  ----------
Balance at end of year................................................................  $  3,467,799  $  2,629,616  $  853,352
                                                                                        ------------  ------------  ----------
                                                                                        ------------  ------------  ----------
Accumulated Depreciation:
Balance at beginning of year..........................................................  $    103,133  $     68,610  $   59,095
  Depreciation expense................................................................        74,801        34,523      12,810
  Retirements/Disposals...............................................................            --            --      (3,295)
                                                                                        ------------  ------------  ----------
Balance at end of year................................................................  $    177,934  $    103,133  $   68,610
                                                                                        ------------  ------------  ----------
                                                                                        ------------  ------------  ----------
</TABLE>
 
                                      113