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, 2006

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

Commission File Number: 1-13274

MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as specified in its charter)

Maryland 
22-3305147
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)

343 Thornall Street, Edison, New Jersey
08837-2206
(Address of principal executive offices)
(Zip code)

(732) 590-1000
(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)

Common Stock, $0.01 par value
New York Stock Exchange
Preferred Share Purchase Rights
  

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No ___

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

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 ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer X  Accelerated filer ___ Non-accelerated filer ___

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

As of June 30, 2006, the aggregate market value of the voting stock held by non-affiliates of the registrant was $2,384,277,179. As of February 16, 2007, the aggregate market value of the voting stock held by non-affiliates of the registrant was $3,628,695,380. The aggregate market values were computed with references to the closing prices on the New York Stock Exchange on such dates. These calculations do not reflect a determination that persons are affiliates for any other purpose.

As of February 16, 2007, 67,792,367 shares of common stock, $0.01 par value, of the Company (“Common Stock”) were outstanding.

LOCATION OF EXHIBIT INDEX: The index of exhibits is contained herein on page number 126.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s definitive proxy statement for fiscal year ended December 31, 2006 to be issued in conjunction with the registrant’s annual meeting of shareholders expected to be held on May 23, 2007 are incorporated by reference in Part III of this Form 10-K. The definitive proxy statement will be filed by the registrant with the SEC not later than 120 days from the end of the registrant’s fiscal year ended December 31, 2006.




FORM 10-K

Table of Contents


PART I
  
Page No.
  
Item 1
Business
3
  
Item 1A
Risk Factors
10
  
Item 1B
Unresolved Staff Comments
17
  
Item 2
Properties
18
  
Item 3
Legal Proceedings
38
  
Item 4
Submission of Matters to a Vote of Security Holders
39
  
       
PART II
      
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters
    
 
and Issuer Purchases of Equity Securities
40
  
Item 6
Selected Financial Data
42
  
Item 7
Management’s Discussion and Analysis of Financial Condition and
   
 
Results of Operations
43
  
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
63
  
Item 8
Financial Statements and Supplementary Data
64
  
Item 9
Changes in and Disagreements with Accountants on Accounting and
   
 
Financial Disclosure
64
  
Item 9A
Controls and Procedures
64
  
Item 9B
Other Information
65
  
       
PART III
      
Item 10
Directors, Executive Officers and Corporate Governance
65
  
Item 11
Executive Compensation
65
  
Item 12
Security Ownership of Certain Beneficial Owners and Management
   
 
and Related Stockholder Matters
65
  
Item 13
Certain Relationships and Related Transactions, and Director Independence
65
  
Item 14
Principal Accountant Fees and Services
65
  
       
PART IV
      
Item 15
Exhibits and Financial Statement Schedules
66
  
       
SIGNATURES
  
124
  
       
EXHIBIT INDEX
  
126
  




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PART I

ITEM 1. BUSINESS

GENERAL
Mack-Cali Realty Corporation, a Maryland corporation (together with its subsidiaries, the “Company”), is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) that owns and operates a real estate portfolio comprised predominantly of Class A office and office/flex properties located primarily in the Northeast. The Company performs substantially all commercial real estate leasing, management, acquisition, development and construction services on an in-house basis. Mack-Cali Realty Corporation was incorporated on May 24, 1994. The Company’s executive offices are located at 343 Thornall Street, Edison, New Jersey 08837-2206, and its telephone number is (732) 590-1000. The Company has an internet website at www.mack-cali.com.

As of December 31, 2006, the Company owned or had interests in 300 properties, aggregating approximately 34.3 million square feet, plus developable land (collectively, the “Properties”), which are leased to over 2,200 tenants. The Properties are comprised of: (a) 255 wholly-owned or Company-controlled properties consisting of 150 office buildings and 95 office/flex buildings aggregating approximately 28.5 million square feet, six industrial/warehouse buildings totaling approximately 387,400 square feet, two stand-alone retail properties totaling approximately 17,300 square feet, and two land leases (collectively, the “Consolidated Properties”); and (b) 44 buildings, which are primarily office properties, aggregating approximately 5.4 million square feet, and a 350-room hotel, which are owned by unconsolidated joint ventures in which the Company has investment interests. Unless otherwise indicated, all references to square feet represent net rentable area. As of December 31, 2006, the office, office/flex, industrial/warehouse and stand-alone retail properties included in the Consolidated Properties were 92.0 percent leased. Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future (including, at December 31, 2006, a lease with a commencement date substantially in the future consisting of 8,590 square feet scheduled to commence in 2009), and leases that expire at the period end date. Leases that expire as of December 31, 2006 aggregate 103,477 square feet, or 0.4 percent of the net rentable square footage. The Properties are located in seven states, primarily in the Northeast, and the District of Columbia. See Item 2: Properties.

The Company’s strategy has been to focus its operations, acquisition and development of office properties in high-barrier-to-entry markets and sub-markets where it believes it is, or can become, a significant and preferred owner and operator. The Company plans to continue this strategy by expanding through acquisitions and/or development in Northeast markets where it has, or can achieve, similar status. The Company believes that its Properties have excellent locations and access and are well-maintained and professionally managed. As a result, the Company believes that its Properties attract high quality tenants and achieve among the highest rental, occupancy and tenant retention rates within their markets. The Company also believes that its extensive market knowledge provides it 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.”

In May 2006, in conjunction with the completion of the Gale Company acquisition, the Company acquired The Gale Construction Company and its related companies, which offer a full complement of professional services in the areas of construction management, general contracting and advisory services.

As of December 31, 2006, executive officers and directors of the Company and their affiliates owned approximately 8.8 percent of the Company’s outstanding shares of Common Stock (including Units redeemable into shares of Common Stock). As used herein, the term “Units” refers to limited partnership interests in Mack-Cali Realty, L.P., a Delaware limited partnership (the “Operating Partnership”) through which the Company conducts its real estate activities. The Company’s executive officers have been employed by the Company and/or its predecessor companies for an average of approximately 19 years.


BUSINESS STRATEGIES 
Operations
Reputation: The Company has established a reputation as a highly-regarded landlord with an emphasis on delivering quality tenant services in buildings it owns and/or manages. The Company 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 Company believes it provides a superior level of service to its tenants, which should in turn, allow the Company to outperform the market with respect to occupancy rates, as well as improve tenant retention.

3

 

Communication with tenants: The Company emphasizes frequent communication with tenants to ensure first-class service to the Properties. Property management personnel 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 to ensure that buildings are operated at peak efficiency in order to meet both the Company’s and tenants’ needs and expectations. Property management personnel additionally budget and oversee capital improvements and building system upgrades to enhance the Properties’ competitive advantages in their markets and to maintain the quality of the Company’s properties.

Additionally, the Company’s in-house leasing representatives develop and maintain long-term relationships with the Company’s diverse tenant base and coordinate leasing, expansion, relocation and build-to-suit opportunities within the Company’s portfolio. This approach allows the Company to offer office space in the appropriate size and location to current or prospective tenants in any of its sub-markets.

Growth
The Company plans to continue to own and operate a portfolio of properties in high-barrier-to-entry markets, with a primary focus in the Northeast. The Company’s primary objectives are to maximize operating cash flow and to enhance the value of its portfolio through effective management, acquisition, development and property sales strategies, as follows:

Internal Growth: The Company seeks to maximize the value of its existing portfolio through implementing operating strategies designed to produce the highest effective rental and occupancy rates and lowest tenant installation cost within the markets that it operates. The Company continues to pursue 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, including New Cingular Wireless PCS LLC, Morgan Stanley and The United States of America - GSA. In addition, the Company seeks economies of scale through volume discounts to take advantage of its size and dominance in particular sub-markets, and operating efficiencies through the use of in-house management, leasing, marketing, financing, accounting, legal, development and construction services.

Acquisitions: The Company also believes that growth opportunities exist through acquiring operating properties or properties for redevelopment with attractive returns in its core Northeast sub-markets where, based on its expertise in leasing, managing and operating properties, it believes it is, or can become, a significant and preferred owner and operator. The Company intends either directly or through joint ventures to acquire, invest in or redevelop additional properties that: (i) are expected to provide attractive initial yields with 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 Company can become a significant and preferred owner and operator; and (iv) it believes have been under-managed or are otherwise capable of improved performance through intensive management, capital improvements and/or leasing that should result in increased effective rental and occupancy rates.

Development: The Company seeks to selectively develop additional properties either directly or through joint ventures where it believes such development will result in a favorable risk-adjusted return on investment in coordination with the above operating strategies. Such development primarily will occur: (i) when leases have been executed prior to construction; (ii) in stable core Northeast sub-markets where the demand for such space exceeds available supply; and (iii) where the Company is, or can become, a significant and preferred owner and operator.

Property Sales: While management’s principal intention is to own and operate its properties on a long-term basis, it periodically assesses the attributes of each of its properties, with a particular focus on the supply and demand fundamentals of the sub-markets in which they are located. Based on these ongoing assessments, the Company may, from time to time, decide to sell any of its properties.

Financial
The Company currently intends to maintain a ratio of debt-to-undepreciated assets (total debt of the Company as a percentage of total undepreciated assets) of 50 percent or less. As of December 31, 2006, the Company’s total debt constituted

4

approximately 41.4 percent of total undepreciated assets of the Company. The Company has three investment grade credit ratings. Standard & Poor’s Rating Services (“S&P”) and Fitch, Inc. (“Fitch”) have each assigned their BBB rating to existing and prospective senior unsecured debt of the Operating Partnership. S&P and Fitch have also assigned their BBB- rating to existing and prospective preferred stock offerings of the Company. Moody’s Investors Service (“Moody’s”) has assigned its Baa2 rating to existing and prospective senior unsecured debt of the Operating Partnership and its Baa3 rating to existing and prospective preferred stock offerings of the Company. Although there is no limit in the Company’s organizational documents on the amount of indebtedness that the Company may incur or a requirement for the maintenance of investment grade credit ratings, the Company has entered into certain financial agreements which contain covenants that limit the Company’s ability to incur indebtedness under certain circumstances. The Company intends to conduct its operations so as to best be able to maintain its investment grade rated status. The Company intends to utilize the most appropriate sources of capital for future acquisitions, development, capital improvements and other investments, which may include funds from operating activities, proceeds from property and land sales, short-term and long-term borrowings (including draws on the Company’s revolving credit facility), and the issuance of additional debt or equity securities.

EMPLOYEES

As of December 31, 2006, the Company had approximately 540 full-time employees.

COMPETITION

The leasing of real estate is highly competitive. The Properties compete for tenants with lessors and developers of similar properties located in their respective markets primarily on the basis of location, rent charged, services provided, and the design and condition of the Properties. The Company also experiences competition when attempting to acquire or dispose of real estate, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension trusts, trust funds, partnerships, individual investors and others.

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 re-moval 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 the 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 Company 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 Company, or (iii) the Company’s assessments reveal all environmental liabilities and that there are no material environmental liabilities of which the Company is aware. If compliance with the various laws and regulations, now existing or hereafter adopted, exceeds the Company’s budgets for such items, the Company’s ability to make expected distributions to stockholders could be adversely affected.

There are no other laws or regulations which have a material effect on the Company’s operations, other than typical federal, state and local laws affecting the development and operation of real property, such as zoning laws.

5

 

INDUSTRY SEGMENTS

The Company operates in two industry segments: (i) real estate; and (ii) construction services. As of December 31, 2006, the Company does not have any foreign operations and its business is not seasonal. In May 2006, in conjunction with the Company’s acquisition of the Gale Company and related businesses, the Company acquired a business specializing solely in construction and related services whose operations comprise the Company’s construction services segment. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segments.

RECENT DEVELOPMENTS

The Company’s core markets continue to be weak. The percentage leased in the Company’s consolidated portfolio of stabilized operating properties increased to 92.0 percent at December 31, 2006 as compared to 91.0 percent at December 31, 2005 and 91.2 percent at December 31, 2004. Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future (including, at December 31, 2006, a lease with a commencement date substantially in the future consisting of 8,590 square feet scheduled to commence in 2009), and leases that expire at the period end date. Leases that expire as of the period end date aggregate 103,477 square feet, or 0.4 percent of the net rentable square footage. Excluded from percentage leased at December 31, 2004 was a non-strategic, non-core 318,224 square foot property acquired through a deed in lieu of foreclosure, which was 12.7 percent leased at December 31, 2004 and subsequently sold on February 4, 2005. Market rental rates have declined in most markets from peak levels in late 2000 and early 2001. Rental rates on the Company’s space that was re-leased (based on first rents payable) during the year ended December 31, 2006 decreased an average of 0.2 percent compared to rates that were in effect under expiring leases, as compared to a 8.2 percent decrease in 2005 and a 8.7 percent decrease in 2004. The Company believes that vacancy rates may continue to increase in most of its markets in 2007. As a result, the Company’s future earnings and cash flow may continue to be negatively impacted by current market conditions.

Gale/Green Transactions
On May 9, 2006, the Company completed the acquisitions of: (i) The Gale Company and certain of its related businesses, which engage in construction, property management, facilities management, and leasing services (collectively, the “Gale Company”); (ii) three office properties; and (iii) indirect interests in a portfolio of office properties, located primarily in New Jersey, which were owned indirectly by The Gale Company and its affiliates (“Gale”) and affiliates of SL Green Realty Corp. (“SL Green”). The agreements (“Gale/Green Agreements”) to complete the aforementioned acquisitions (collectively, the “Gale/Green Transactions”) required that the Company complete all of the acquisitions. Simultaneous with the completion of the Gale/Green Transactions, The Gale Company’s President, Mark Yeager, was named an executive vice president of the Company.

Under the Gale/Green Agreements, the Company acquired 100 percent of the ownership interests in three office properties located in New Jersey, aggregating 518,257 square feet (the “Wholly-Owned Properties”).

Also, as part of the Gale/Green Agreements, the Company entered into a joint venture with an entity controlled by SL Green (in which Stanley C. Gale has an interest), known as Mack-Green-Gale LLC (“Mack-Green”), to hold an approximate 96 percent interest and act as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OP LP”). The OP LP owns 100 percent of entities which own 25 office properties (collectively, the“OP LP Properties”) which aggregate 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan), as well as a minor, non-controlling interest in four office properties aggregating 419,000 square feet located in Naperville, Illinois.

Mr. Gale has agreed to pay Mark Yeager, an executive officer of the Company, 49 percent of any payments he receives on account of Mr. Gale’s interest with SL Green in Mack-Green.

The Gale Company, the Wholly-Owned Properties, and the interest in Mack-Green were acquired by the Company for a total initial acquisition cost of approximately $245 million consisting of: (i) the issuance by the Company of 224,719 common units of the Operating Partnership; (ii) the payment of a total of approximately $194 million in cash, which was primarily funded through borrowing under the Company’s revolving credit facility; and (iii) the assumption of $39.9 million in existing mortgage indebtedness on two of the Wholly-Owned Properties. Mr. Gale has agreed to transfer to Mark Yeager 33,700 of his common units of the Operating Partnership on April 30, 2009, provided that Mr. Yeager’s employment with the Company has not been terminated involuntarily without cause (“Employment Continuation”) prior to such date. Additionally, the agreement to acquire the Gale Company (“Gale Agreement”) contains earn-out provisions providing for the payment of contingent purchase consideration of up to $18 million in cash based upon the achievement of Gross Income and NOI (as such terms are defined in the Gale Agreement) targets and other events for The Gale Company for the three years following the closing date.

6

 

Mr. Gale has agreed to pay to Mr. Yeager 49 percent of all amounts he receives pursuant to the Gale Agreement earn-out provisions, subject to certain conditions including Mr. Yeager’s Employment Continuation.

The Company has not yet obtained all the information necessary to finalize its estimates to complete the purchase price allocations related to the Gale/Green Transactions. The purchase price allocations will be finalized once the information identified by the Company has been received, which should not be longer than one year from the date of acquisition.

In addition, the Gale Agreement provides for the Company to acquire certain other ownership interests in up to 11 real estate projects (the “Non-Portfolio Properties”), subject to obtaining certain third party consents and the satisfaction of various project-related and/or other conditions. Each of the Company’s acquired interests in the Non-Portfolio Properties will provide for the initial distributions of net cash flow solely to the Company, and thereafter an affiliate of Mr. Gale (“Gale Affiliate”) has participation rights (“Gale Participation Rights”) in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an internal rate of return (“IRR”) of 10 percent per annum, accruing on the date or dates of the Company’s investments.

Mr. Gale has agreed to pay to Mr. Yeager 49 percent of any payments he receives with respect to the Gale Participation Rights, subject to adjustments for payments Mr. Yeager receives from his direct interests in such rights and subject to, in certain cases, Mr. Yeager’s Employment Continuation. Mr. Gale has also agreed to pay to Mr. Yeager 49 percent of the distributions he receives with respect to Mr. Gale’s interest in certain land located in Florham Park, New Jersey, which is one of the Non-Portfolio Properties not yet acquired by the Company. Such distribution may include the amounts Mr. Gale receives from the conveyance of his interest in the Florham Park land to the Company.

With respect to the arrangements between Mr. Gale and Mr. Yeager regarding the Gale Agreement earn-out provisions and the Florham Park land, they have agreed to consider offering payments to certain persons that have been employed by certain subsidiaries of The Gale Company, which may include current employees of the Company.

Through December 31, 2006, the Company has completed acquisitions of eight of the interests in the Non-Portfolio Properties, which included the acquisitions of interests in: a 527,015 square foot, mixed-use office/retail complex; a 416,429 square-foot multi-tenanted office property; a 139,750 square-foot fully-leased office property; an office property in development; two vacant land parcels (one of which Mr. Yeager has a 16.49 percent interest in the Participation Rights) and two pre-developed projects. The aggregate cost of the completed acquisitions was approximately $25.6 million.

Pursuant to Mr. Gale’s agreements with Mr. Yeager, as described herein, Mr. Yeager received approximately $5.6 million during the year ended December 31, 2006.

In connection with the Company’s acquisition of the Gale Company, Mr. Gale and certain other affiliates of Gale are restricted from competing with the Company or hiring the Company’s employees for a period of four years expiring on May 9, 2010.

7


Property Acquisitions
The Company acquired the following office properties during the year ended December 31, 2006: (dollars in thousands)

Acquisition
    
# of
Rentable
Acquisition
Date
Property/Address
Location
Bldgs.
Square Feet
Cost
02/28/06
Capital Office Park (a)
Greenbelt, Maryland
7
842,258
$166,011
05/09/06
35 Waterview Boulevard (b) (c)
Parsippany, New Jersey
1
172,498
33,586
05/09/06
105 Challenger Road (b) (d)
Ridgefield Park, New Jersey
1
150,050
34,960
05/09/06
343 Thornall Street (b) (e)
Edison, New Jersey
1
195,709
46,193
07/31/06
395 W. Passaic Street (f)
Rochelle Park, New Jersey
1
100,589
22,219
         
Total Property Acquisitions:
  
11
1,461,104
$302,969
 
(a)  This transaction was funded primarily through the assumption of $63.2 million of mortgage debt and the issuance of 1.9 million common operating partnership units valued at $87.2 million.
(b) The property was acquired as part of the Gale/Green Transactions.
(c) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $20.4 million of mortgage debt.
(d) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $19.5 million of mortgage debt.
(e) Transaction was funded primarily through borrowing on the Company’s revolving credit facility.
(f) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $13.1 million of mortgage debt.

For a discussion of the ownership interests in Mack-Green, see Note 4: Investments in Unconsolidated Joint Ventures - Mack-Green-Gale LLC - to our financial statements included within this annual report on Form 10-K.

Sales
The Company sold the following office properties during the year ended December 31, 2006: (dollars in thousands)
       
Rentable
Net
Net
Realized
Sale
    
# of
Square
Sales
Book
Gain/
Date
Property/Address
Location
Bldgs.
Feet
Proceeds
Value
(Loss)
06/28/06
Westage Business Center
Fishkill, New York
1
118,727
$ 14,765
$ 10,872
$ 3,893
06/30/06
1510 Lancer Drive
Moorestown, New Jersey
1
88,000
4,146
3,134
1,012
11/10/06
Colorado portfolio
Various cities, Colorado
19
1,431,610
193,404
165,072
28,332
12/21/06
California portfolio
San Francisco, California
2
450,891
124,182
97,814
26,368
             
Total Office Property Sales:
  
23
2,089,228
$336,497
$276,892
$59,605

On November 6, 2006, the Company sold substantially all of its 50-percent interest in G&G Martco, a joint venture which owned a 305,618 square foot office building located in San Francisco, California for approximately $16.3 million, realizing a gain on the sale of approximately $10.8 million.

On November 7, 2006, the Company sold 10.1 acres of developable land adjacent to its Horizon Center properties in Hamilton Township, New Jersey, for net sales proceeds of approximately $1.5 million, realizing a gain of approximately $1.1 million from the sale.

Investments in Marketable Securities
In 2005, the Company purchased approximately 1.5 million shares of common stock in CarrAmerica Realty Corporation. From January 1, 2006 through January 25, 2006, the Company purchased an additional 336,500 shares in CarrAmerica for a total purchase price of approximately $11.9 million. During the three months ended March 31, 2006, the Company sold all of its 1,804,800 shares of CarrAmerica common stock, realizing a gain of approximately $15.1 million.

8


FINANCING ACTIVITY

On January 24, 2006, the Company issued $100 million face amount of 5.80 percent senior unsecured notes due January 15, 2016 with interest payable semi-annually in arrears, and $100 million face amount of 5.25 percent senior unsecured notes due January 15, 2012 with interest payable semi-annually in arrears. The total proceeds from the issuances, including accrued interest on the 5.80 percent notes of approximately $200.8 million, were used to reduce outstanding borrowings under the Company’s unsecured facility.

On February 7, 2007, the Company completed an underwritten offer and sale of 4,650,000 shares of its common stock and used the net proceeds, which totaled approximately $252 million (after offering costs), primarily to pay down its outstanding borrowings under the Company’s revolving credit facility and for general corporate purposes.

AVAILABLE INFORMATION

The Company’s internet website is www.mack-cali.com. The Company makes available free of charge on or through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission. In addition, the Company’s internet website includes other items related to corporate governance matters, including, among other things, the Company’s corporate governance guidelines, charters of various committees of the Board of Directors, and the Company’s code of business conduct and ethics applicable to all employees, officers and directors. The Company intends to disclose on its internet website any amendments to or waivers from its code of business conduct and ethics as well as any amendments to its corporate governance principles or the charters of various committees of the Board of Directors. Copies of these documents may be obtained, free of charge, from our internet website. Any shareholder also may obtain copies of these documents, free of charge, by sending a request in writing to: Mack-Cali Investor Relations Department, 343 Thornall Street, Edison, NJ 08837-2206.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this report, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

·  
changes in the general economic climate and conditions, including those affecting industries in which our principal tenants operate;

·  
the extent of any tenant bankruptcies or of any early lease terminations;

·  
our ability to lease or re-lease space at current or anticipated rents;

·  
changes in the supply of and demand for office, office/flex and industrial/warehouse properties;

·  
changes in interest rate levels;
    
·  
changes in operating costs;
 
·  
our ability to obtain adequate insurance, including coverage for terrorist acts;

·  
the availability of financing;

·  
changes in governmental regulation, tax rates and similar matters; and

·  
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
 
 
9
 

 
For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events.

ITEM 1A. RISK FACTORS

Our results from operations and ability to make 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 Company. The Company refers to itself as “we” or “our” in the following risk factors.

Declines in economic activities in the Northeastern office markets could adversely affect our operating results.
A majority of our revenues are derived from our properties located in the Northeast, particularly in New Jersey, New York and Pennsylvania. Adverse economic developments in this region 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 business and our ability to make distributions or payments to our investors depend on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditures). 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 an oversupply of office space, a reduction in demand for office space, or reductions in office market rental rates;
·  
decreased attractiveness of our properties to tenants;
·  
competition from other office and office/flex properties;
·  
our inability to provide adequate maintenance;
·  
increased operating costs, including insurance premiums, utilities 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, zoning and building codes, 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, acts of terrorism 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.

10

 

Renewing leases or re-letting space could be costly: If a tenant does not renew its lease upon expiration or terminates its lease early, we may not be able to re-lease the space. If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease, including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms which could adversely affect our ability to make distributions or payments to our investors.

Our insurance coverage on our properties may be inadequate: We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood. We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties. We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, while our current insurance policies insure us against loss from terrorist acts and toxic mold, in the future insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive. If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties. Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties. We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property. Such events 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 investment. The prohibition in the Internal Revenue Code of 1986, as amended (the “Code”), 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 Units as part of the purchase price. In connection with the acquisition of these properties, in order to preserve such individual’s income tax deferral, we contractually agreed not to sell or otherwise transfer the properties for a specified period of time, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate individuals for the income tax consequences of the recognition of such built-in-gains. As of December 31, 2006, 50 of our properties, with an aggregate net book value of approximately $1.3 billion, were subject to these restrictions, which expire periodically through 2016. For those properties where such restrictions have lapsed, we are generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate individuals. 88 of our properties, with an aggregate net book value of approximately $809.0 million, have lapsed restrictions and are subject to these conditions. 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 (“ADA”), 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 (such as toxic mold) may adversely affect our ability to rent, sell or borrow against contaminated property and may impose liability upon us for personal injury to persons exposed to such substances. Various laws and regulations

11

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 or other materials into the air, water or otherwise into the environment. 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. 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.

Development of real estate could be costly: As part of our operating strategy, we may acquire land for development or construct on owned land, 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.

Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers: We, from time to time, invest in joint ventures or partnerships in which we do not hold a controlling interest in the assets underlying the entities in which we invest, including joint ventures in which (i) we own a direct interest in an entity which controls such assets, or (ii) we own a direct interest in an equity which owns indirect interests, through one or more intermediaries, of such assets. These investments involve risks that do not exist with properties in which we own a controlling interest with respect to the underlying assets, including the possibility that our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives. Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions. Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships. If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors.

Our real estate construction management activities are subject to risks particular to third-party construction projects.
As a result of the Gale/Green Transactions, we now perform fixed price construction services for third parties and we are subject to a variety of risks unique to these activities. If construction costs of a project exceed original estimates, such costs may have to be absorbed by us, thereby making the project less profitable than originally estimated, or possibly not profitable at all. In addition, a construction project may be delayed due to government or regulatory approvals, supply shortages, or other events and circumstances beyond our control, or the time required to complete a construction project may be greater than originally anticipated. If any such excess costs or project delays were to be material, such events may adversely effect our cash flow and liquidity and thereby impact our ability to pay dividends or make distributions to our investors.

12

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, 2006, we had total outstanding indebtedness of $2.2 billion comprised of $1.6 billion of senior unsecured notes, outstanding borrowings of $145.0 million under our $600.0 million revolving credit facility and approximately $383.5 million of mortgage loans payable and other obligations indebtedness. We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so.

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.

We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities: The mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases. In addition, our credit facility contains customary requirements, including restrictions and other limitations on our ability to incur debt, debt to assets ratios, secured debt to total assets ratios, interest coverage ratios and minimum ratios of unencumbered assets to unsecured debt. The indentures under which our senior unsecured debt have been issued contain financial and operating covenants including coverage ratios and limitations on our ability to incur secured and unsecured debt. These covenants limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them.

Rising interest rates may adversely affect our cash flow: As of December 31, 2006, outstanding borrowings of approximately $145.0 million under our revolving credit facility 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 and/or cause us to default under certain debt covenants.

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 facility), as well as from proceeds from property sales and 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. Our Board of Directors has a general policy of limiting the ratio of our indebtedness to total undepreciated assets (total debt as a percentage of total undepreciated assets) to 50 percent or less, although there is no limit in Mack-Cali Realty, L.P.’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/or could cause an increased risk of default on our obligations.

13

 

We are dependent on external sources of capital for future growth: To qualify as a real estate investment trust, we must distribute to our shareholders each year at least 90 percent of our net taxable income, excluding any net capital gain. Because of this distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations. Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings. Moreover, additional equity offerings may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage.

Competition for skilled personnel could increase our labor costs. 
We compete with various other companies in attracting and retaining qualified and skilled personnel. We depend on our ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our company. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to offset such added costs by increasing the rates we charge our tenants. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

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 four-year employment term with each of Mitchell E. Hersh, Barry Lefkowitz and Roger W. Thomas, a continuous one-year employment term with Michael A. Grossman, and a three-year employment term with Mark Yeager which, as of May 9, 2009, shall convert to a continuous one-year employment term. We do not have key man life insurance for our executive officers.

Certain provisions of Maryland law and our charter and bylaws as well as our stockholder rights plan could hinder, delay or prevent changes in control.
Certain provisions of Maryland law, our charter and our bylaws, as well as our stockholder rights plan have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control. These provisions include the following:

Classified Board of Directors: Our Board of Directors is divided into three classes with staggered terms of office of three years each. The classification and staggered terms of office of our directors make it more difficult for a third party to gain control of our board of directors. At least two annual meetings of stockholders, instead of one, generally would be required to affect a change in a majority of the board of directors.

Removal of Directors: Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors. Neither the Maryland General Corporation Law nor our charter define the term “cause.” As a result, removal for “cause” is subject to Maryland common law and to judicial interpretation and review in the context of the facts and circumstances of any particular situation.

Number of Directors, Board Vacancies, Term of Office: We have, in our bylaws, elected to be subject to certain provisions of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the board. These provisions of Maryland law, which are applicable even if other provisions of Maryland law or the charter or bylaws provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of stockholders as would otherwise be the case, and until his or her successor is elected and qualifies.

Stockholder Requested Special Meetings: Our bylaws provide that our stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast by the stockholders at such meeting.

14


Advance Notice Provisions for Stockholder Nominations and Proposals: Our bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders. This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Exclusive Authority of the Board to Amend the Bylaws: Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of the bylaws or to make new bylaws. Thus, our stockholders may not effect any changes to our bylaws.

Preferred Stock: Under our charter, our Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.

Duties of Directors with Respect to Unsolicited Takeovers: Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition. Moreover, under Maryland law the act of a director of a Maryland corporation relating to or affecting an acquisition or potential acquisition of control is not subject to any higher duty or greater scrutiny than is applied to any other act of a director. Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

Ownership Limit: In order to preserve our status as a real estate investment trust under the Code, our charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9.8 percent of our outstanding capital stock unless our Board of Directors waives or modifies this ownership limit.

Maryland Business Combination Act: The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10 percent or more of its assets, certain issuances of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation. Our board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities. However, unless our board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons.

Maryland Control Share Acquisition Act: Maryland law provides that “control shares” of a corporation acquired in a “control share acquisition” shall have no voting rights except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share Acquisition Act. “Control Shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions.

If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value. If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any acquisitions of shares by certain affiliated individuals and entities, any directors, officers or employees of the Company and any person approved by the board of directors prior to the acquisition by such person of control shares. Any control shares acquired in a control share acquisition which are not exempt under the foregoing provisions of our bylaws will be subject to the Maryland Control Share Acquisition Act.

15


Stockholder Rights Plan: We have adopted a stockholder rights plan that may discourage any potential acquirer from acquiring more than 15 percent of our outstanding common stock since, upon this type of acquisition without approval of our board of directors, all other common stockholders will have the right to purchase a specified amount of common stock at a substantial discount from market price.

Consequences of failure to qualify as a real estate investment trust could adversely affect our financial condition. Failure to maintain ownership limits could cause us to lose our qualification as a real estate investment trust: In order for us to maintain our qualification as a real estate investment trust, not more than 50 percent in value of our outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the Code to include certain entities). We have limited the ownership of our outstanding shares of our common stock by any single stockholder to 9.8 percent of the outstanding shares of our common stock. Our Board of Directors could waive this restriction if they were satisfied, based upon the advice of tax counsel or otherwise, that such action would be in our best interests and would not affect our qualification as a real estate investment trust. Common stock acquired or transferred in breach of the limitation may be redeemed by us 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 us. We may elect to redeem such shares of common stock for Units, which are nontransferable except in very limited circumstances. Any transfer of shares of common stock which, as a result of such transfer, causes us to be in violation of any ownership limit will be deemed void. Although we currently intend to continue to operate in a manner which will enable us to continue to qualify as a real estate investment trust, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke the election for us to qualify as a real estate investment trust. Under our organizational documents, our Board of Directors can make such revocation without the consent of our stockholders.

In addition, the consent of the holders of at least 85 percent of Mack-Cali Realty, L.P.’s partnership units is required: (i) to merge (or permit the merger of) us with another unrelated person, pursuant to a transaction in which Mack-Cali Realty, L.P. is not the surviving entity; (ii) to dissolve, liquidate or wind up Mack-Cali Realty, L.P.; or (iii) to convey or otherwise transfer all or substantially all of Mack-Cali Realty, L.P.’s assets. As of February 16, 2007, as general partner, we own approximately 81.6 percent of Mack-Cali Realty, L.P.’s outstanding common partnership units.

Tax liabilities as a consequence of failure to qualify as a real estate investment trust: We have elected to be treated and have operated so as to qualify as a real estate investment trust for federal income tax purposes since our taxable year ended December 31, 1994. Although we believe we will continue to operate in such manner, we cannot guarantee that we will do so. Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a 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 we will qualify as a real estate investment trust for any taxable year.

If we fail to qualify as a real estate investment trust in any taxable year, we will be subject to the following:

·  
we will not be allowed a deduction for dividends paid to shareholders;
·  
we will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and
·  
unless we are entitled to relief under certain statutory provisions, we will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which we were disqualified.

A loss of our 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 we pay dividends to our stockholders.

16


Other tax liabilities: Even if we qualify as a real estate investment trust, we are subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes. In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties.

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, L.P.’s tax treatment and, therefore, may adversely affect taxation of us, Mack-Cali Realty, L.P., and/or our investors.


ITEM 1B. UNRESOLVED STAFF COMMENTS

None.



17



ITEM 2. PROPERTIES

PROPERTY LIST

As of December 31, 2006, the Company’s Consolidated Properties consisted of 251 in-service office, office/flex and industrial/warehouse properties, as well as two stand-alone retail properties and two land leases. The Consolidated Properties are located primarily in the Northeast. The Consolidated Properties are easily accessible from major thoroughfares and are in close proximity to numerous amenities. The Consolidated Properties contain a total of approximately 28.9 million square feet, with the individual properties ranging from 6,216 to 1,246,283 square feet. The Consolidated Properties, managed by on-site employees, generally have attractively landscaped sites and atriums in addition to quality design and construction. The Company’s tenants include many service sector employers, including a large number of professional firms and national and international businesses. The Company believes that all of its properties are well-maintained and do not require significant capital improvements.


18



 
Office Properties
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
NEW JERSEY
                
                 
Atlantic County
                
Egg Harbor
                
100 Decadon Drive
1987
40,422
100.0
954
907
0.18
23.60
22.44
200 Decadon Drive
1991
39,922
100.0
936
872
0.17
23.45
21.84
                 
Bergen County
                
Fair Lawn
                
17-17 Route 208 North
1987
143,000
100.0
3,463
2,960
0.64
24.22
20.70
Fort Lee
                
One Bridge Plaza
1981
200,000
54.4
2,549
2,371
0.47
23.43
21.79
2115 Linwood Avenue
1981
68,000
62.6
1,253
1,017
0.23
29.44
23.89
Little Ferry
                
200 Riser Road
1974
286,628
100.0
2,066
1,916
0.38
7.21
6.68
Montvale
                
95 Chestnut Ridge Road
1975
47,700
100.0
796
729
0.15
16.69
15.28
135 Chestnut Ridge Road
1981
66,150
88.9
1,440
1,173
0.26
24.49
19.95
Paramus
                
15 East Midland Avenue
1988
259,823
100.0
5,597
5,440
1.03
21.54
20.94
140 East Ridgewood Avenue
1981
239,680
92.1
4,844
4,218
0.89
21.94
19.11
461 From Road
1988
253,554
98.6
6,064
6,044
1.11
24.26
24.18
650 From Road
1978
348,510
93.8
7,884
6,894
1.45
24.12
21.09
61 South Paramus Avenue
1985
269,191
99.0
6,649
5,906
1.22
24.95
22.16
Ridgefield Park
                
105 Challenger Road (g)
1992
150,050
87.5
2,759
2,527
0.51
32.36
29.64
Rochelle Park
                
120 Passaic Street
1972
52,000
99.6
1,402
1,322
0.26
27.07
25.53
365 West Passaic Street
1976
212,578
97.6
4,177
3,742
0.77
20.13
18.04
395 West Passaic Street (g)
1979
100,589
90.2
918
794
0.17
23.98
20.74
Upper Saddle River
                
1 Lake Street
1973/94
474,801
100.0
7,465
7,465
1.37
15.72
15.72
10 Mountainview Road
1986
192,000
100.0
4,352
4,045
0.80
22.67
21.07
Woodcliff Lake
                
400 Chestnut Ridge Road
1982
89,200
100.0
1,950
1,456
0.36
21.86
16.32
470 Chestnut Ridge Road
1987
52,500
81.2
479
455
0.09
11.24
10.67
530 Chestnut Ridge Road
1986
57,204
100.0
1,166
1,166
0.21
20.38
20.38
50 Tice Boulevard
1984
235,000
100.0
6,155
5,570
1.13
26.19
23.70
300 Tice Boulevard
1991
230,000
100.0
6,155
5,504
1.13
26.76
23.93
                 
Burlington County
                
Moorestown
                
224 Strawbridge Drive
1984
74,000
98.4
1,309
1,218
0.24
17.98
16.73
228 Strawbridge Drive
1984
74,000
100.0
1,043
896
0.19
14.09
12.11
232 Strawbridge Drive
1986
74,258
98.8
1,446
1,400
0.27
19.71
19.08
                 
Essex County
                
Millburn
                
150 J.F. Kennedy Parkway
1980
247,476
100.0
7,454
6,462
1.37
30.12
26.11


19



Office Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
Roseland
                
101 Eisenhower Parkway
1980
237,000
93.9
5,522
5,014
1.01
24.81
22.53
103 Eisenhower Parkway
1985
151,545
87.5
3,026
2,629
0.56
22.82
19.83
105 Eisenhower Parkway
2001
220,000
85.8
4,126
3,088
0.76
21.86
16.36
                 
Hudson County
                
Jersey City
                
Harborside Financial Center Plaza 1
1983
400,000
92.8
3,930
3,475
0.72
10.59
9.36
Harborside Financial Center Plaza 2
1990
761,200
100.0
17,838
16,694
3.27
23.43
21.93
Harborside Financial Center Plaza 3
1990
725,600
98.5
17,870
16,780
3.28
25.00
23.48
Harborside Financial Center Plaza 4-A
2000
207,670
99.1
6,749
5,903
1.24
32.79
28.68
Harborside Financial Center Plaza 5
2002
977,225
97.5
35,570
29,406
6.53
37.33
30.86
101 Hudson Street
1992
1,246,283
100.0
29,822
26,212
5.47
23.93
21.03
                 
Mercer County
                
Hamilton Township
                
600 Horizon Drive
2002
95,000
100.0
1,373
1,373
0.25
14.45
14.45
Princeton
                
103 Carnegie Center
1984
96,000
84.9
2,311
2,029
0.42
28.35
24.89
3 Independence Way
1983
111,300
49.9
884
702
0.16
15.92
12.64
100 Overlook Center
1988
149,600
100.0
3,975
3,431
0.73
26.57
22.93
5 Vaughn Drive
1987
98,500
94.0
2,431
2,120
0.45
26.26
22.90
                 
Middlesex County
                
East Brunswick
                
377 Summerhill Road
1977
40,000
100.0
353
346
0.06
8.83
8.65
Edison
                
343 Thornall Street (c) (g)
1991
195,709
100.0
1,953
1,608
0.36
15.37
12.65
Piscataway
                
30 Knightsbridge Road, Bldg 3
1977
160,000
100.0
2,465
2,465
0.45
15.41
15.41
30 Knightsbridge Road, Bldg 4
1977
115,000
100.0
1,771
1,771
0.33
15.40
15.40
30 Knightsbridge Road, Bldg 5
1977
332,607
43.6
1,275
1,080
0.23
8.79
7.45
30 Knightsbridge Road, Bldg 6
1977
72,743
62.9
--
--
--
--
--
Plainsboro
                
500 College Road East
1984
158,235
95.7
4,031
3,807
0.74
26.62
25.14
Woodbridge
                
581 Main Street
1991
200,000
100.0
4,586
4,346
0.84
22.93
21.73
                 
Monmouth County
                
Freehold
                
2 Paragon Way
1989
44,524
64.8
648
502
0.12
22.46
17.40
3 Paragon Way
1991
66,898
58.4
770
699
0.14
19.71
17.89
4 Paragon Way
2002
63,989
100.0
1,168
900
0.21
18.25
14.06
100 Willbowbrook
1988
60,557
74.8
812
721
0.15
17.93
15.92
Holmdel
                
23 Main Street
1977
350,000
100.0
4,039
3,187
0.74
11.54
9.11
                 


20


Office Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
Middletown
                
One River Center Bldg 1
1983
122,594
100.0
3,064
2,633
0.56
24.99
21.48
One River Center Bldg 2
1983
120,360
100.0
2,775
2,738
0.51
23.06
22.75
One River Center Bldg 3
1984
214,518
93.6
4,374
4,329
0.80
21.78
21.56
Neptune
                
3600 Route 66
1989
180,000
100.0
2,400
2,171
0.44
13.33
12.06
Wall Township
                
1305 Campus Parkway
1988
23,350
92.4
393
368
0.07
18.22
17.06
1350 Campus Parkway
1990
79,747
99.9
1,564
1,423
0.29
19.63
17.86
                 
Morris County
                
Florham Park
                
325 Columbia Turnpike
1987
168,144
99.4
4,093
3,652
0.75
24.49
21.85
Morris Plains
                
250 Johnson Road
1977
75,000
100.0
1,579
1,385
0.29
21.05
18.47
201 Littleton Road
1979
88,369
88.9
1,783
1,582
0.33
22.70
20.14
Morris Township
                
412 Mt. Kemble Avenue
1986
475,100
33.5
81
81
0.01
0.51
0.51
Parsippany
                
4 Campus Drive
1983
147,475
96.9
2,634
2,308
0.48
18.43
16.15
6 Campus Drive
1983
148,291
87.2
2,376
1,906
0.44
18.37
14.74
7 Campus Drive
1982
154,395
--
--
--
--
--
--
8 Campus Drive
1987
215,265
100.0
6,306
5,534
1.16
29.29
25.71
9 Campus Drive
1983
156,495
86.9
3,720
3,149
0.68
27.35
23.16
4 Century Drive
1981
100,036
71.9
1,592
1,444
0.29
22.13
20.08
5 Century Drive
1981
79,739
67.2
1,951
1,950
0.36
36.41
36.39
6 Century Drive
1981
100,036
69.9
28
22
0.01
0.40
0.31
2 Dryden Way
1990
6,216
100.0
93
93
0.02
14.96
14.96
4 Gatehall Drive
1988
248,480
85.4
5,190
4,707
0.95
24.46
22.18
2 Hilton Court
1991
181,592
100.0
5,089
4,600
0.93
28.02
25.33
1633 Littleton Road
1978
57,722
100.0
1,131
1,131
0.21
19.59
19.59
600 Parsippany Road
1978
96,000
94.7
1,235
1,020
0.23
13.58
11.22
1 Sylvan Way
1989
150,557
100.0
3,499
3,103
0.64
23.24
20.61
5 Sylvan Way
1989
151,383
100.0
3,929
3,592
0.72
25.95
23.73
7 Sylvan Way
1987
145,983
100.0
3,219
2,803
0.59
22.05
19.20
35 Waterview Boulevard (g)
1990
172,498
92.2
2,774
2,491
0.51
26.86
24.12
5 Wood Hollow Road
1979
317,040
96.7
5,758
4,963
1.06
18.78
16.19
                 
Passaic County
                
Clifton
                
777 Passaic Avenue
1983
75,000
100.0
1,517
1,375
0.28
20.23
18.33
Totowa
                
999 Riverview Drive
1988
56,066
100.0
1,079
962
0.20
19.25
17.16
                 
Somerset County
                
Basking Ridge
                
222 Mt. Airy Road
1986
49,000
60.7
615
462
0.11
20.68
15.53
233 Mt. Airy Road
1987
66,000
100.0
1,315
1,103
0.24
19.92
16.71


21


Office Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
Bernards
                
106 Allen Road
2000
132,010
97.0
3,027
2,273
0.56
23.64
17.75
Bridgewater
                
721 Route 202/206
1989
192,741
97.0
3,984
3,757
0.73
21.31
20.10
                 
Union County
                
Clark
                
100 Walnut Avenue
1985
182,555
99.8
4,737
4,145
0.87
26.00
22.75
Cranford
                
6 Commerce Drive
1973
56,000
88.1
1,116
988
0.20
22.62
20.03
11 Commerce Drive (c)
1981
90,000
92.7
1,020
860
0.19
12.23
10.31
12 Commerce Drive
1967
72,260
95.1
991
817
0.18
14.42
11.89
14 Commerce Drive
1971
67,189
87.3
1,232
1,190
0.23
21.00
20.29
20 Commerce Drive
1990
176,600
100.0
4,332
3,806
0.80
24.53
21.55
25 Commerce Drive
1971
67,749
100.0
1,436
1,351
0.26
21.20
19.94
65 Jackson Drive
1984
82,778
95.5
1,918
1,706
0.35
24.26
21.58
New Providence
                
890 Mountain Avenue
1977
80,000
87.1
1,775
1,672
0.33
25.47
24.00
                 
Total New Jersey Office
  
17,537,754
91.7
354,747
316,402
65.13
22.40
19.97
                 
NEW YORK
                
                 
Rockland County
                
Suffern
                
400 Rella Boulevard
1988
180,000
100.0
4,296
3,826
0.79
23.87
21.26
                 
Westchester County
                
Elmsford
                
100 Clearbrook Road (c)
1975
60,000
99.5
1,131
1,040
0.21
18.94
17.42
101 Executive Boulevard
1971
50,000
45.3
511
462
0.09
22.56
20.40
555 Taxter Road
1986
170,554
100.0
4,173
3,499
0.77
24.47
20.52
565 Taxter Road
1988
170,554
100.0
4,052
3,511
0.74
23.76
20.59
570 Taxter Road
1972
75,000
95.9
1,843
1,708
0.34
25.62
23.75
Hawthorne
                
1 Skyline Drive
1980
20,400
99.0
388
365
0.07
19.21
18.07
2 Skyline Drive
1987
30,000
98.9
475
412
0.09
16.01
13.89
7 Skyline Drive
1987
109,000
95.3
2,532
2,324
0.46
24.37
22.37
17 Skyline Drive
1989
85,000
51.7
719
713
0.13
16.36
16.22
19 Skyline Drive
1982
248,400
100.0
4,471
4,174
0.82
18.00
16.80
                 
                 


22


Office Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
Tarrytown
                
200 White Plains Road
1982
89,000
97.9
1,824
1,655
0.33
20.93
18.99
220 White Plains Road
1984
89,000
92.0
1,819
1,670
0.33
22.22
20.40
White Plains
                
1 Barker Avenue
1975
68,000
97.3
1,743
1,621
0.32
26.34
24.50
3 Barker Avenue
1983
65,300
91.0
1,631
1,494
0.30
27.45
25.14
50 Main Street
1985
309,000
98.0
9,249
8,496
1.70
30.54
28.06
11 Martine Avenue
1987
180,000
90.8
4,889
4,368
0.90
29.91
26.73
1 Water Street
1979
45,700
100.0
1,011
878
0.19
22.12
19.21
Yonkers
                
1 Executive Boulevard
1982
112,000
100.0
2,779
2,484
0.51
24.81
22.18
3 Executive Plaza
1987
58,000
100.0
1,472
1,281
0.27
25.38
22.09
                 
Total New York Office
  
2,214,908
94.7
51,008
45,981
9.36
24.31
21.92
                 
PENNSYLVANIA
                
                 
Chester County
                
Berwyn
                
1000 Westlakes Drive
1989
60,696
95.7
1,592
1,515
0.29
27.41
26.08
1055 Westlakes Drive
1990
118,487
90.2
2,885
2,334
0.53
26.99
21.84
1205 Westlakes Drive
1988
130,265
63.8
2,234
1,954
0.41
26.88
23.51
1235 Westlakes Drive
1986
134,902
97.7
2,789
2,436
0.51
21.16
18.48
                 
Delaware County
                
Lester
                
100 Stevens Drive
1986
95,000
100.0
2,551
2,358
0.47
26.85
24.82
200 Stevens Drive
1987
208,000
100.0
5,598
5,252
1.03
26.91
25.25
300 Stevens Drive
1992
68,000
100.0
1,592
1,254
0.29
23.41
18.44
Media
                
1400 Providence Road - Center I
1986
100,000
96.8
2,038
1,838
0.37
21.05
18.99
1400 Providence Road - Center II
1990
160,000
95.8
3,346
2,921
0.61
21.83
19.06
                 
Montgomery County
                
Bala Cynwyd
                
150 Monument Road
1981
125,783
98.4
2,387
2,286
0.44
19.29
18.47
Blue Bell
                
4 Sentry Parkway
1982
63,930
94.1
1,373
1,368
0.25
22.82
22.74
5 Sentry Parkway East
1984
91,600
30.5
1,185
1,152
0.22
42.42
41.23
5 Sentry Parkway West
1984
38,400
100.0
590
572
0.11
15.36
14.90
16 Sentry Parkway
1988
93,093
100.0
2,268
2,156
0.42
24.36
23.16
18 Sentry Parkway
1988
95,010
97.6
2,040
1,900
0.37
22.00
20.49
King of Prussia
                
2200 Renaissance Boulevard
1985
174,124
74.9
3,329
3,052
0.61
25.53
23.40
Lower Providence
                
1000 Madison Avenue
1990
100,700
75.8
768
622
0.14
10.06
8.15
Plymouth Meeting
                
1150 Plymouth Meeting Mall
1970
167,748
92.9
2,981
2,446
0.55
19.13
15.70
                 
Total Pennsylvania Office
  
2,025,738
88.8
41,546
37,416
7.62
23.09
20.79
                 


23


Office Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
CONNECTICUT
                
                 
Fairfield County
               
Greenwich
                
500 West Putnam Avenue
1973
121,250
96.3
3,337
3,153
0.61
28.58
27.00
Norwalk
                
40 Richards Avenue
1985
145,487
80.6
2,544
2,239
0.47
21.69
19.09
Shelton
                
1000 Bridgeport Avenue
1986
133,000
93.6
2,188
1,775
0.40
17.58
14.26
Stamford
                
1266 East Main Street
1984
179,260
76.2
3,627
3,453
0.67
26.55
25.28
                 
Total Connecticut Office
  
578,997
85.5
11,696
10,620
2.15
23.62
21.45
                 
DISTRICT OF COLUMBIA
                
                 
Washington
                
1201 Connecticut Avenue, NW
1940
169,549
100.0
5,090
4,758
0.93
30.02
28.06
1400 L Street, NW
1987
159,000
90.6
4,839
4,667
0.89
33.59
32.40
                 
Total District of Columbia Office
  
328,549
95.5
9,929
9,425
1.82
31.66
30.05
                 
MARYLAND
                
                 
Prince George’s County
                
Greenbelt
                
9200 Edmonston Road (g)
1973
38,690
100.0
774
699
0.14
23.78
21.48
6301 Ivy Lane (g)
1979
112,003
86.1
1,564
1,335
0.29
19.28
16.46
6303 Ivy Lane (g)
1980
112,047
87.4
2,040
1,826
0.37
24.77
22.17
6305 Ivy Lane (g)
1982
112,022
73.6
1,387
1,127
0.25
20.00
16.25
6404 Ivy Lane (g)
1987
165,234
77.9
2,274
1,815
0.42
21.00
16.76
6406 Ivy Lane (g)
1991
163,857
100.0
2,275
2,066
0.42
16.51
14.99
6411 Ivy Lane (g)
1984
138,405
90.8
2,359
2,067
0.43
22.32
19.55
Lanham
                
4200 Parliament Place
1989
122,000
91.2
2,832
2,627
0.52
25.45
23.61
                 
Total Maryland Office
  
964,258
87.6
15,505
13,562
2.84
21.18
18.49
                 
TOTAL OFFICE PROPERTIES
  
23,650,204
91.4
484,431
433,406
88.92
22.76
20.35
                 
                 


24


Office/Flex Properties
 
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
NEW JERSEY
                
                 
Burlington County
                
Burlington
                
3 Terri Lane
1991
64,500
90.4
452
369
0.08
7.75
6.33
5 Terri Lane
1992
74,555
91.7
608
516
0.11
8.89
7.55
Moorestown
                
2 Commerce Drive
1986
49,000
76.3
330
301
0.06
8.83
8.05
101 Commerce Drive
1988
64,700
100.0
275
249
0.05
4.25
3.85
102 Commerce Drive
1987
38,400
87.5
232
184
0.04
6.90
5.48
201 Commerce Drive
1986
38,400
75.0
163
112
0.03
5.66
3.89
202 Commerce Drive
1988
51,200
100.0
307
237
0.06
6.00
4.63
1 Executive Drive
1989
20,570
81.1
156
101
0.03
9.35
6.05
2 Executive Drive
1988
60,800
84.7
384
364
0.07
7.46
7.07
101 Executive Drive
1990
29,355
99.7
274
258
0.05
9.36
8.82
102 Executive Drive
1990
64,000
100.0
273
229
0.05
4.27
3.58
225 Executive Drive
1990
50,600
48.6
116
112
0.02
4.72
4.55
97 Foster Road
1982
43,200
75.5
152
137
0.03
4.66
4.20
1507 Lancer Drive
1995
32,700
100.0
117
108
0.02
3.58
3.30
1245 North Church Street
1998
52,810
62.1
362
349
0.07
11.04
10.64
1247 North Church Street
1998
52,790
77.5
398
360
0.07
9.73
8.80
1256 North Church Street
1984
63,495
100.0
435
360
0.08
6.85
5.67
840 North Lenola Road
1995
38,300
100.0
367
300
0.07
9.58
7.83
844 North Lenola Road
1995
28,670
100.0
180
133
0.03
6.28
4.64
915 North Lenola Road
1998
52,488
100.0
296
224
0.05
5.64
4.27
2 Twosome Drive
2000
48,600
100.0
408
378
0.07
8.40
7.78
30 Twosome Drive
1997
39,675
100.0
144
125
0.03
3.63
3.15
31 Twosome Drive
1998
84,200
100.0
471
470
0.09
5.59
5.58
40 Twosome Drive
1996
40,265
100.0
278
229
0.05
6.90
5.69
41 Twosome Drive
1998
43,050
77.7
224
220
0.04
6.70
6.58
50 Twosome Drive
1997
34,075
100.0
245
228
0.04
7.19
6.69
                 
Gloucester County
                
West Deptford
                
1451 Metropolitan Drive
1996
21,600
100.0
148
148
0.03
6.85
6.85
                 
Mercer County
                
Hamilton Township
                
100 Horizon Center Boulevard
1989
13,275
100.0
192
166
0.04
14.46
12.50
200 Horizon Drive
1991
45,770
100.0
591
537
0.11
12.91
11.73
300 Horizon Drive
1989
69,780
100.0
1,123
1,029
0.21
16.09
14.75
500 Horizon Drive
1990
41,205
100.0
613
584
0.11
14.88
14.17
                 


25



Office/Flex Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
Monmouth County
                
Wall Township
                
1325 Campus Parkway
1988
35,000
100.0
655
476
0.12
18.71
13.60
1340 Campus Parkway
1992
72,502
100.0
917
684
0.17
12.65
9.43
1345 Campus Parkway
1995
76,300
100.0
933
685
0.17
12.23
8.98
1433 Highway 34
1985
69,020
68.3
373
317
0.07
7.91
6.72
1320 Wyckoff Avenue
1986
20,336
100.0
178
168
0.03
8.75
8.26
1324 Wyckoff Avenue
1987
21,168
100.0
220
202
0.04
10.39
9.54
                 
Passaic County
                
Totowa
                
1 Center Court
1999
38,961
100.0
534
415
0.10
13.71
10.65
2 Center Court
1998
30,600
99.3
244
230
0.04
8.03
7.57
11 Commerce Way
1989
47,025
100.0
552
511
0.10
11.74
10.87
20 Commerce Way
1992
42,540
38.5
99
94
0.02
6.04
5.74
29 Commerce Way
1990
48,930
100.0
711
563
0.13
14.53
11.51
40 Commerce Way
1987
50,576
100.0
687
651
0.13
13.58
12.87
45 Commerce Way
1992
51,207
64.5
360
290
0.07
10.90
8.78
60 Commerce Way
1988
50,333
85.8
580
499
0.11
13.43
11.55
80 Commerce Way
1996
22,500
88.7
305
271
0.06
15.28
13.58
100 Commerce Way
1996
24,600
100.0
333
296
0.06
13.54
12.03
120 Commerce Way
1994
9,024
100.0
125
114
0.02
13.85
12.63
140 Commerce Way
1994
26,881
99.5
374
342
0.07
13.98
12.79
                 
Total New Jersey Office/Flex
  
2,189,531
90.6
18,494
15,925
3.40
9.32
8.03
                 
NEW YORK
                
                 
Westchester County
                
Elmsford
                
11 Clearbrook Road
1974
31,800
100.0
415
392
0.08
13.05
12.33
75 Clearbrook Road
1990
32,720
100.0
702
672
0.13
21.45
20.54
125 Clearbrook Road
2002
33,000
100.0
712
592
0.13
21.58
17.94
150 Clearbrook Road
1975
74,900
100.0
931
857
0.17
12.43
11.44
175 Clearbrook Road
1973
98,900
100.0
1,553
1,444
0.29
15.70
14.60
200 Clearbrook Road
1974
94,000
99.8
1,222
1,118
0.22
13.03
11.92
250 Clearbrook Road
1973
155,000
97.3
1,427
1,262
0.26
9.46
8.37
50 Executive Boulevard
1969
45,200
98.2
480
464
0.09
10.81
10.45
77 Executive Boulevard
1977
13,000
100.0
233
222
0.04
17.92
17.08
85 Executive Boulevard
1968
31,000
93.8
343
317
0.06
11.80
10.90
300 Executive Boulevard
1970
60,000
100.0
581
550
0.11
9.68
9.17
350 Executive Boulevard
1970
15,400
98.8
296
272
0.05
19.45
17.88
399 Executive Boulevard
1962
80,000
100.0
968
941
0.18
12.10
11.76
400 Executive Boulevard
1970
42,200
100.0
782
703
0.14
18.53
16.66
500 Executive Boulevard
1970
41,600
100.0
641
578
0.12
15.41
13.89


26


Office/Flex Properties
(Continued)
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
525 Executive Boulevard
1972
61,700
83.6
807
714
0.15
15.65
13.84
1 Westchester Plaza
1967
25,000
100.0
332
316
0.06
13.28
12.64
2 Westchester Plaza
1968
25,000
100.0
502
482
0.09
20.08
19.28
3 Westchester Plaza
1969
93,500
100.0
556
468
0.10
5.95
5.01
4 Westchester Plaza
1969
44,700
99.8
645
605
0.12
14.46
13.56
5 Westchester Plaza
1969
20,000
88.9
297
260
0.05
16.70
14.62
6 Westchester Plaza
1968
20,000
100.0
330
312
0.06
16.50
15.60
7 Westchester Plaza
1972
46,200
100.0
790
778
0.14
17.10
16.84
8 Westchester Plaza
1971
67,200
100.0
935
861
0.17
13.91
12.81
Hawthorne
                
200 Saw Mill River Road
1965
51,100
100.0
656
602
0.12
12.84
11.78
4 Skyline Drive
1987
80,600
92.2
1,248
1,092
0.23
16.79
14.69
5 Skyline Drive
1980
124,022
100.0
1,629
1,511
0.30
13.13
12.18
6 Skyline Drive
1980
44,155
100.0
312
311
0.06
7.07
7.04
8 Skyline Drive
1985
50,000
98.7
711
362
0.13
14.41
7.34
10 Skyline Drive
1985
20,000
100.0
240
204
0.04
12.00
10.20
11 Skyline Drive
1989
45,000
100.0
803
760
0.15
17.84
16.89
12 Skyline Drive
1999
46,850
85.1
663
440
0.12
16.63
11.04
15 Skyline Drive
1989
55,000
73.3
632
630
0.12
15.68
15.63
Yonkers
                
100 Corporate Boulevard
1987
78,000
98.3
1,432
1,348
0.26
18.68
17.58
200 Corporate Boulevard South
1990
84,000
99.8
1,401
1,324
0.26
16.71
15.79
4 Executive Plaza
1986
80,000
100.0
1,006
805
0.18
12.58
10.06
6 Executive Plaza
1987
80,000
100.0
1,341
1,268
0.25
16.76
15.85
1 Odell Plaza
1980
106,000
96.8
1,486
1,409
0.27
14.48
13.73
3 Odell Plaza
1984
71,065
100.0
1,597
1,481
0.29
22.47
20.84
5 Odell Plaza
1983
38,400
99.6
614
592
0.11
16.05
15.48
7 Odell Plaza
1984
42,600
99.6
734
704
0.13
17.30
16.59
                 
Total New York Office/Flex
  
2,348,812
97.7
32,985
30,023
6.03
14.37
13.08
                 
CONNECTICUT
                
                 
Fairfield County
                
Stamford
                
419 West Avenue
1986
88,000
100.0
1,263
1,106
0.23
14.35
12.57
500 West Avenue
1988
25,000
82.3
389
345
0.07
18.91
16.77
550 West Avenue
1990
54,000
100.0
884
879
0.16
16.37
16.28
600 West Avenue
1999
66,000
100.0
804
767
0.15
12.18
11.62
650 West Avenue
1998
40,000
100.0
555
424
0.10
13.88
10.60
                 
Total Connecticut Office/Flex
  
273,000
98.4
3,895
3,521
0.71
14.50
13.11
                 
                 
TOTAL OFFICE/FLEX PROPERTIES
4,811,343
94.5
55,374
49,469
10.14
12.18
10.88



27



Industrial/Warehouse, Retail and Land Lease Properties
 
               
2006
     
Percentage
2006
2006
  
2006
Average
   
Net
Leased
Base
Effective
  
Average
Effective
   
Rentable
as of
Rent
Rent
Percentage
Base Rent
Rent
 
Year
Area
12/31/06
($000’s)
($000’s)
of Total 2006
Per Sq. Ft.
Per Sq. Ft.
Property Location
Built
(Sq. Ft.)
(%) (a)
(b) (c)
(c) (d)
Base Rent (%)
($) (c) (e)
($) (c) (f)
                 
NEW YORK
                
                 
Westchester County
                
Elmsford
                
1 Warehouse Lane
1957
6,600
100.0
86
84
0.02
13.03
12.73
2 Warehouse Lane
1957
10,900
100.0
159
133
0.03
14.59
12.20
3 Warehouse Lane
1957
77,200
100.0
324
293
0.06
4.20
3.80
4 Warehouse Lane
1957
195,500
97.4
2,164
1,964
0.40
11.36
10.31
5 Warehouse Lane
1957
75,100
97.1
964
857
0.18
13.22
11.75
6 Warehouse Lane
1982
22,100
100.0
513
509
0.09
23.21
23.03
                 
Total Industrial/Warehouse Properties
387,400
98.1
4,210
3,840
0.78
11.07
10.10
                 
Westchester County
                
Tarrytown
                
230 White Plains Road
1984
9,300
100.0
195
183
0.04
20.97
19.68
Yonkers
                
2 Executive Boulevard
1986
8,000
100.0
361
361
0.07
45.13
45.13
                 
Total Retail Properties
  
17,300
100.0
556
544
0.11
32.14
31.45
                 
Westchester County
                
Elmsford
                
700 Executive Boulevard
--
--
--
114
114
0.02
--
--
Yonkers
                
1 Enterprise Boulevard
--
--
--
185
183
0.03
--
--
                 
Total Land Leases
  
--
--
299
297
0.05
--
--
                 
                 
TOTAL PROPERTIES
  
28,866,247
92.0
544,870
487,556
100.00
20.80
18.57

(a)
Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future (including, at December 31, 2006, a lease with a commencement date substantially in the future consisting of 8,590 square feet scheduled to commence in 2009), and leases expiring December 31, 2006 aggregating 103,477 square feet (representing 0.4 percent of the Company’s total net rentable square footage) for which no new leases were signed.
(b)
Total base rent for 2006, 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.
(c) Excludes space leased by the Company.
(d) Total base rent for 2006 minus total 2006 amortization of tenant improvements, leasing commissions and other concessions and costs, determined in accordance with GAAP.
(e)
Base rent for 2006 divided by net rentable square feet leased at December 31, 2006. For those properties acquired during 2006, amounts are annualized, as per Note g.
(f)  
Effective rent for 2006 divided by net rentable square feet leased at December 31, 2006. For those properties acquired during 2006, amounts are annualized, as described in Note g.
(g)  
As this property was acquired by the Company during 2006, the amounts represented in 2006 base rent and 2006 effective rent reflect only that portion of the year during which the Company owned the property. Accordingly, these amounts may not be indicative of the property’s full year results. For comparison purposes, the amounts represented in 2006 average base rent per sq. ft. and 2006 average effective rent per sq. ft. for this property have been calculated by taking 2006 base rent and 2006 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, 2006. These annualized per square foot amounts may not be indicative of the property’s results had the Company owned the property for the entirety of 2006.

28

PERCENTAGE LEASED

The following table sets forth the year-end percentages of square feet leased in the Company’s stabilized operating Consolidated Properties for the last five years:

 
Percentage of
December 31,
Square Feet Leased (%) (a)
2006
92.0
   
2005
91.0
   
2004 (b)
91.2
   
2003
91.5
   
2002
92.3
   

(a)  
Percentage of square-feet leased includes all leases in effect as of the period end date, some of which have commencement dates in the future and leases that expire at the period end date.
(b)  
Excluded from percentage leased at December 31, 2004 is a non-strategic, non-core 318,224 square foot property acquired through a deed in lieu of foreclosure, which was 12.7 percent leased at December 31, 2004 and subsequently sold on February 4, 2005.



29


SIGNIFICANT TENANTS

The following table sets forth a schedule of the Company’s 50 largest tenants for the Consolidated Properties as of December 31, 2006 based upon annualized base rental revenue:

     
Percentage of
      
   
Annualized
Company
Square
Percentage
Year of
 
Number of
Base Rental
Annualized Base
Feet
Total Company
Lease
 
Properties
Revenue ($) (a)
Rental Revenue (%)
Leased
Leased Sq. Ft. (%)
Expiration
New Cingular Wireless PCS LLC
4
9,743,293
1.6
460,973
1.9
2014
(b)
Morgan Stanley D.W. Inc.
5
9,395,415
1.6
381,576
1.6
2013
(c)
United States Of America-GSA
12
8,621,861
1.5
285,684
1.1
2015
(d)
Merrill Lynch Pierce Fenner
3
8,613,150
1.5
501,500
1.9
2017
(e)
Credit Suisse First Boston
1
7,940,235
1.4
234,331
0.9
2012
(f)
Keystone Mercy Health Plan
2
7,897,031
1.4
303,149
1.2
2015
  
National Union Fire Insurance
1
7,711,023
1.3
317,799
1.2
2012
  
Prentice-Hall Inc.
1
7,694,097
1.3
474,801
1.8
2014
  
DB Services New Jersey, Inc.
1
7,551,990
1.3
281,920
1.1
2017
  
Forest Laboratories Inc.
2
6,961,107
1.2
202,857
0.8
2017
(g)
Cendant Operations Inc.
2
6,839,418
1.2
296,934
1.1
2011
(h)
Allstate Insurance Company
10
6,455,295
1.1
269,594
1.0
2017
(i)
Toys 'R' Us - NJ Inc.
1
6,072,651
1.1
242,518
0.9
2012
  
ICAP Securities USA LLC
1
5,973,008
1.0
159,834
0.6
2017
  
American Institute of Certified Public
              
Accountants
1
5,817,181
1.0
249,768
1.0
2012
  
TD Ameritrade Online Holdings
1
5,637,193
1.0
184,222
0.7
2015
  
IBM Corporation
3
5,562,770
1.0
310,263
1.2
2012
(j)
KPMG, LLP
3
4,784,243
0.8
181,025
0.7
2012
(k)
National Financial Services
1
4,346,765
0.8
112,964
0.4
2012
  
Bank Of Tokyo-Mitsubishi Ltd.
1
4,228,795
0.7
137,076
0.5
2009
  
AT&T Corp.
1
3,805,000
0.7
275,000
1.1
2014
  
Vonage America Inc.
1
3,780,000
0.7
350,000
1.3
2017
  
Samsung Electronics America
1
3,678,028
0.6
131,300
0.5
2010
  
Citigroup Global Markets Inc.
5
3,492,988
0.6
132,475
0.5
2016
(l)
E*Trade Financial Corporation
1
3,456,141
0.6
106,573
0.4
2022
  
Lehman Brothers Holdings Inc.
1
3,420,667
0.6
207,300
0.8
2010
  
Montefiore Medical Center
5
3,397,583
0.6
163,529
0.6
2019
(m)
Hewlett-Packard Company
1
3,346,048
0.6
163,857
0.6
2007
  
SSB Realty LLC
1
3,321,051
0.6
114,519
0.4
2009
  
Dow Jones & Company Inc.
1
3,057,773
0.5
92,312
0.4
2012
  
Daiichi Sankyo Inc.
2
2,872,353
0.5
90,366
0.3
2012
(n)
High Point Safety & Insurance
2
2,694,417
0.5
116,358
0.4
2020
  
American Home Assurance Co.
2
2,686,732
0.5
131,174
0.5
2019
(o)
SunAmerica Asset Management
1
2,680,409
0.5
69,621
0.3
2018
  
Moody’s Investors Service
1
2,671,149
0.5
91,344
0.3
2011
(p)
United States Life Ins. Co.
1
2,520,000
0.4
180,000
0.7
2013
  
New Jersey Turnpike Authority
1
2,455,463
0.4
100,223
0.4
2016
  
Barr Laboratories Inc.
2
2,450,087
0.4
109,510
0.4
2015
(q)
IXIS North America Inc.
1
2,408,679
0.4
83,629
0.3
2021
  
Movado Group Inc
1
2,283,547
0.4
90,050
0.3
2013
  
Lonza Inc.
1
2,236,200
0.4
89,448
0.3
2007
  
Deloitte & Touche USA LLP
1
2,171,275
0.4
86,851
0.3
2007
  
Regus Business Centre Corp.
2
2,159,029
0.4
79,805
0.3
2011
  
Computer Sciences Corporation
3
2,136,129
0.4
109,825
0.4
2011
(r)
Nextel of New York Inc.
2
2,093,440
0.4
97,436
0.4
2014
(s)
Bearingpoint Inc.
1
2,065,834
0.4
77,956
0.3
2011
  
GAB Robins North America Inc.
2
2,049,674
0.4
84,649
0.3
2009
(t)
Norris McLaughlin & Marcus PA
1
2,045,307
0.4
86,913
0.3
2017
  
Sumitomo Mitsui Banking Corp.
2
2,027,861
0.4
71,153
0.3
2016
  
UBS Financial Services Inc.
3
1,949,797
0.3
73,250
0.3
2016
(u)
             
Totals
  
219,259,182
38.3
9,245,214
35.3
  

See footnotes on subsequent page.

30


Significant Tenants Footnotes

(a)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(b)  
50,660 square feet expire 2007; 4,783 square feet expire in 2008; 333,145 square feet expire in 2013; 72,385 square feet expire in 2014.
(c)  
19,500 square feet expire in 2008; 7,000 square feet expire in 2009; 48,906 square feet expire in 2010; 306,170 square feet expire in 2013.
(d)  
51,049 square feet expire in 2007; 26,710 square feet expire in 2008; 9,901 square feet expire in 2011; 38,690 square feet expire in 2013; 4,879 square feet expire in 2014; 154,455 square feet expire in 2015.
(e)  
253,214 square feet expire in 2007; 7,485 square feet expire in 2008; 4,451 square feet expires in 2009; 236,350 square feet expire in 2017.
(f)  
152,378 feet expire in 2011; 81,953 square feet expire in 2012.
(g)  
22,785 square feet expire in 2010; 180,072 square feet expire in 2017.
(h)  
150,951 square feet expire in 2008; 145,983 square feet expire in 2011.
(i)  
32,035 square feet expire in 2007; 31,143 square feet expire in 2008; 22,185 square feet expire in 2009; 46,555 square feet expire in 2010; 83,693 square feet expire in 2011; 53,983 square feet expire in 2017.
(j)  
61,864 square feet expire in 2010; 248,399 square feet expire in 2012.
(k)  
23,807 square feet expire in 2007; 46,440 square feet expire in 2009; 33,397 square feet expires in 2010; 77,381 square feet expire in 2012.
(l)  
19,668 square feet expire in 2007; 59,711 square feet expire in 2009; 26,834 square feet expire in 2014; 26,262 square feet expire in 2016.
(m)  
48,542 square feet expire in 2009; 5,850 square feet expire in 2014; 7,200 square feet expire in 2016; 30,872 square feet expire in 2017; 71,065 square feet expire in 2019.
(n)  
5,315 square feet expire in 2011; 85,051 square feet expire in 2012.
(o)  
14,056 square feet expire in 2008; 117,118 square feet expire in 2019.
(p)  
43,344 square feet expire in 2009; 36,193 square feet expire in 2010; 11,807 square feet expire in 2011.
(q)  
20,000 square feet expire in 2008; 89,510 square feet expire in 2015.
(r)  
26,975 square feet expire in 2007; 82,850 square feet expire in 2011.
(s)  
62,436 square feet expire in 2010; 35,000 square feet expire in 2014.
(t)  
75,049 square feet expire in 2008; 9,600 square feet expire in 2009.
(u)  
21,554 square feet expire in 2010; 17,383 square feet expire in 2013; 34,313 square feet expire in 2016.


31


SCHEDULE OF LEASE EXPIRATIONS: ALL CONSOLIDATED PROPERTIES

The following table sets forth a schedule of lease expirations for the total of the Company’s office, office/flex, industrial/warehouse and stand-alone retail properties included in the Consolidated Properties beginning January 1, 2007, assuming that none of the tenants exercise renewal or termination options:

         
Average
  
         
Annual
  
     
Percentage Of
  
Rent Per Net
  
   
Net Rentable
Total Leased
Annualized
Rentable
Percentage Of
   
Area Subject
Square Feet
Base Rental
Square Foot
Annual Base
 
Number Of
To Expiring
Represented
Revenue Under
Represented
Rent Under
Year Of
Leases
Leases
By Expiring
Expiring
By Expiring
Expiring
Expiration
Expiring (a)
(Sq. Ft.)
Leases (%)
Leases ($) (b)
Leases ($)
Leases (%)
             
2007 (c)
272
2,091,378
8.0
44,243,148
21.16
7.8
             
2008
375
2,686,853
10.4
54,923,081
20.44
9.6
             
2009
346
2,419,053
9.2
54,356,856
22.47
9.5
             
2010
343
2,850,749
10.9
60,230,025
21.13
10.5
             
2011
339
3,438,716
13.1
77,117,443
22.43
13.5
             
2012
206
2,511,774
9.6
58,548,780
23.31
10.2
             
2013
145
2,436,006
9.3
54,142,108
22.23
9.5
             
2014
75
1,524,878
5.8
32,788,456
21.50
5.7
             
2015
57
2,136,593
8.2
45,924,670
21.49
8.0
             
2016
47
756,090
2.9
14,439,966
19.10
2.5
             
2017
52
1,869,363
7.1
43,255,052
23.14
7.6
             
2018 and thereafter
53
1,449,768
5.5
32,086,350
22.13
5.6
Totals/Weighted
            
Average
2,310
26,171,221 (d)
100.0
572,055,935
21.86
100.0

(a)  
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.
(b)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(c)  
Includes leases expiring December 31, 2006 aggregating 103,477 square feet and representing annualized rent of $1,909,260 for which no new leases were signed.
(d)  
Reconciliation to the Company’s total net rentable square footage is as follows:

 
Square Feet
  
Square footage leased to commercial tenants
26,171,221
  
Square footage used for corporate offices, management offices,
    
building use, retail tenants, food services, other ancillary
    
service tenants and occupancy adjustments
399,991
  
Square footage unleased
2,295,035
  
Total net rentable square footage (does not include
    
land leases)
28,866,247
  


32


SCHEDULE OF LEASE EXPIRATIONS: OFFICE PROPERTIES

The following table sets forth a schedule of lease expirations for the office properties beginning January 1, 2007, assuming that none of the tenants exercise renewal or termination options:

         
Average
  
         
Annual
  
     
Percentage Of
  
Rent Per Net
  
   
Net Rentable
Total Leased
Annualized
Rentable
Percentage Of
   
Area Subject
Square Feet
Base Rental
Square Foot
Annual Base
 
Number Of
To Expiring
Represented By
Revenue Under
Represented
Rent Under
Year Of
Leases
Leases
Expiring
Expiring
By Expiring
Expiring
Expiration
Expiring (a)
(Sq. Ft.)
Leases (%)
Leases ($) (b)
Leases ($)
Leases (%)
             
2007 (c)
214
1,642,707
7.7
38,852,100
23.65
7.6
             
2008
285
1,911,710
9.0
46,403,461
24.27
9.1
             
2009
271
1,812,739
8.5
46,270,273
25.53
9.1
             
2010
263
1,997,684
9.4
48,563,899
24.31
9.6
             
2011
276
2,897,514
13.7
70,958,531
24.49
14.0
             
2012
157
2,077,170
9.8
52,378,087
25.22
10.3
             
2013
108
2,010,703
9.5
48,194,962
23.97
9.5
             
2014
62
1,371,378
6.5
30,612,320
22.32
6.0
             
2015
44
1,974,442
9.3
43,908,667
22.24
8.6
             
2016
34
455,091
2.1
10,428,710
22.92
2.1
             
2017
44
1,795,270
8.5
42,191,404
23.50
8.3
             
2018 and thereafter
45
1,278,703
6.0
29,663,825
23.20
5.8
Totals/Weighted
            
Average
1,803
21,225,111
100.0
508,426,239
23.95
100.0

(a)  
Includes office tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.
(b)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(c)  
Includes leases expiring December 31, 2006 aggregating 85,823 square feet and representing annualized rent of $1,691,239 for which no new leases were signed.


33

SCHEDULE OF LEASE EXPIRATIONS: OFFICE/FLEX PROPERTIES

The following table sets forth a schedule of lease expirations for the office/flex properties beginning January 1, 2007, assuming that none of the tenants exercise renewal or termination options:

         
Average
  
         
Annual
  
     
Percentage Of
  
Rent Per Net
  
   
Net Rentable
Total Leased
Annualized
Rentable
Percentage Of
   
Area Subject
Square Feet
Base Rental
Square Foot
Annual Base
 
Number Of
To Expiring
Represented By
Revenue Under
Represented
Rent Under
Year Of
Leases
Leases
Expiring
Expiring
By Expiring
Expiring
Expiration
Expiring (a)
(Sq. Ft.)
Leases (%)
Leases ($) (b)
Leases ($)
Leases (%)
             
2007 (c)
54
434,671
9.6
5,160,091
11.87
8.7
             
2008
87
683,774
15.0
8,043,229
11.76
13.6
             
2009
69
548,031
12.0
7,102,195
12.96
12.0
             
2010
79
825,065
18.1
11,358,126
13.77
19.2
             
2011
62
533,602
11.7
6,063,912
11.36
10.2
             
2012
49
434,604
9.6
6,170,693
14.20
10.4
             
2013
30
370,067
8.1
5,248,671
14.18
8.9
             
2014
13
153,500
3.4
2,176,136
14.18
3.7
             
2015
13
162,151
3.6
2,016,003
12.43
3.4
             
2016
11
165,917
3.7
2,592,895
15.63
4.4
             
2017
8
74,093
1.6
1,063,648
14.36
1.8
             
2018 and thereafter
7
163,065
3.6
2,197,525
13.48
3.7
Totals/Weighted
            
Average
482
4,548,540
100.0
59,193,124
13.01
100.0

(a)  
Includes office/flex tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.
(b)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above. Includes office/flex tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.
(c)  
Includes leases expiring December 31, 2006 aggregating 17,654 square feet and representing annualized rent of $218,021 for which no new leases were signed.



34


SCHEDULE OF LEASE EXPIRATIONS: INDUSTRIAL/WAREHOUSE PROPERTIES

The following table sets forth a schedule of lease expirations for the industrial/warehouse properties beginning January 1, 2007, assuming that none of the tenants exercise renewal or termination options:

         
Average
  
         
Annual
  
     
Percentage Of
  
Rent Per Net
  
   
Net Rentable
Total Leased
Annualized
Rentable
Percentage Of
   
Area Subject
Square Feet
Base Rental
Square Foot
Annual Base
 
Number Of
To Expiring
Represented By
Revenue Under
Represented
Rent Under
Year Of
Leases
Leases
Expiring
Expiring
By Expiring
Expiring
Expiration
Expiring (a)
(Sq. Ft.)
Leases (%)
Leases ($) (b)
Leases ($)
Leases (%)
             
2007
4
14,000
3.7
230,957
16.50
5.7
             
2008
3
91,369
24.0
476,391
5.21
11.8
             
2009
5
48,983
12.9
789,388
16.12
19.7
             
2010
1
28,000
7.4
308,000
11.00
7.7
             
2011
1
7,600
2.0
95,000
12.50
2.4
             
2013
7
55,236
14.5
698,475
12.65
17.4
             
2016
2
135,082
35.5
1,418,361
10.50
35.3
Totals/Weighted
            
Average
23
380,270
100.0
4,016,572
10.56
100.0

(a)  
Includes industrial/warehouse tenants only. Excludes leases for amenity, retail, parking and month-to-month industrial/warehouse tenants. Some tenants have multiple leases.
(b)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, the historical results may differ from those set forth above.


SCHEDULE OF LEASE EXPIRATIONS: STAND-ALONE RETAIL PROPERTIES

The following table sets forth a schedule of lease expirations for the stand-alone retail properties beginning January 1, 2007, assuming that none of the tenants exercise renewal or termination options:

         
Average
  
         
Annual
  
     
Percentage Of
  
Rent Per Net
  
   
Net Rentable
Total Leased
Annualized
Rentable
Percentage Of
   
Area Subject
Square Feet
Base Rental
Square Foot
Annual Base
 
Number Of
To Expiring
Represented By
Revenue Under
Represented
Rent Under
Year Of
Leases
Leases
Expiring
Expiring
By Expiring
Expiring
Expiration
Expiring (a)
(Sq. Ft.)
Leases (%)
Leases ($) (b)
Leases ($)
Leases (%)
             
2009
1
9,300
53.8
195,000
20.97
46.4
             
2018 and thereafter
1
8,000
46.2
225,000
28.13
53.6
Totals/Weighted
            
Average
2
17,300
100.0
420,000
24.28
100.0

(a)  
Includes stand-alone retail property tenants only.
(b)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007 annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.


35



INDUSTRY DIVERSIFICATION

The following table lists the Company’s 30 largest industry classifications based on annualized contractual base rent of the Consolidated Properties:

 
Annualized
Percentage of
  
Percentage of
 
Base Rental
Company
Square
Total Company
 
Revenue
Annualized Base
Feet
Leased
Industry Classification (a)
($) (b) (c) (d)
Rental Revenue (%)
Leased (d)
Sq. Ft. (%)
Securities, Commodity Contracts
        
& Other Financial
101,287,164
17.7
3,801,890
14.6
Manufacturing
48,710,080
8.5
2,324,704
9.0
Insurance Carriers & Related Activities
46,461,377
8.1
2,070,823
7.9
Computer System Design Services
31,816,449
5.6
1,504,890
5.8
Credit Intermediation & Related Activities
28,501,580
5.0
1,148,669
4.4
Telecommunications
25,970,292
4.5
1,261,689
4.8
Legal Services
24,471,697
4.3
980,359
3.7
Health Care & Social Assistance
24,343,912
4.3
1,212,140
4.6
Wholesale Trade
21,918,707
3.8
1,419,040
5.4
Scientific Research/Development
21,336,995
3.7
957,503
3.7
Other Professional
18,050,828
3.2
799,887
3.1
Accounting/Tax Prep.
17,217,047
3.0
727,887
2.8
Retail Trade
16,272,370
2.8
980,650
3.7
Public Administration
15,819,365
2.8
610,340
2.3
Advertising/Related Services
15,240,009
2.7
634,569
2.4
Other Services (except Public Administration)
12,383,016
2.2
685,321
2.6
Information Services
10,476,463
1.8
453,549
1.7
Real Estate & Rental & Leasing
9,745,287
1.7
451,915
1.7
Arts, Entertainment & Recreation
9,199,907
1.6
563,141
2.2
Broadcasting
7,428,246
1.3
474,532
1.8
Architectural/Engineering
7,392,806
1.3
336,549
1.3
Construction
7,187,628
1.3
359,355
1.4
Utilities
6,316,637
1.1
312,222
1.2
Data Processing Services
5,725,405
1.0
245,949
0.9
Transportation
5,431,003
0.9
297,239
1.1
Educational Services
5,388,364
0.9
272,450
1.0
Publishing Industries
4,392,580
0.8
221,179
0.8
Admin & Support, Waste Mgt.
        
& Remediation Services
4,023,252
0.7
258,929
1.0
Specialized Design Services
3,824,875
0.7
177,950
0.7
Management of Companies & Finance
3,611,995
0.6
146,335
0.6
Other
12,110,599
2.1
479,566
1.8
         
Totals
572,055,935
100.0
26,171,221
100.0

(a)  
The Company’s tenants are classified according to the U.S. Government’s North American Industrial Classification System (NAICS) which has replaced the Standard Industrial Code (SIC) system.
(b)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(c)  
Includes office, office/flex, industrial/warehouse and stand-alone retail tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.
(d)  
Includes leases in effect as of the period end date, some of which have commencement dates in the future (including, at December 31, 2006, a lease with a commencement date substantially in the future consisting of 8,590 square feet scheduled to commence in 2009), and leases expiring December 31, 2006 aggregating 103,477 square feet and representing annualized rent of $1,909,260 for which no new leases were signed.



36


MARKET DIVERSIFICATION

The following table lists the Company’s markets (MSAs), based on annualized contractual base rent of the Consolidated Properties:

   
Percentage Of
    
   
Company
    
 
Annualized Base
Annualized
Total Property
  
 
Rental Revenue
Base Rental
Size Rentable
Percentage Of
Market (MSA)
($) (a) (b) (c)
Revenue (%)
Area (b) (c)
Rentable Area (%)
Newark, NJ
        
(Essex-Morris-Union Counties)
111,232,535
19.5
5,847,318
20.3
Jersey City, NJ
111,092,277
19.5
4,317,978
15.0
New York, NY
        
(Westchester-Rockland Counties)
92,351,278
16.1
4,968,420
17.2
Bergen-Passaic, NJ
91,713,438
16.0
4,602,401
15.9
Philadelphia, PA-NJ
54,788,117
9.6
3,529,994
12.2
Washington, DC-MD-VA-WV
30,725,147
5.4
1,292,807
4.5
Monmouth-Ocean, NJ
25,299,731
4.4
1,620,863
5.6
Middlesex-Somerset-Hunterdon, NJ
20,111,613
3.5
986,760
3.4
Trenton, NJ
16,985,745
3.0
767,365
2.7
Stamford-Norwalk, CT
13,317,359
2.3
706,510
2.4
Bridgeport, CT
2,558,828
0.4
145,487
0.5
Atlantic-Cape May, NJ
1,879,867
0.3
80,344
0.3
         
Totals
572,055,935
100.0
28,866,247
100.0


(a)  
Annualized base rental revenue is based on actual December 2006 billings times 12. For leases whose rent commences after January 1, 2007, annualized base rental revenue is based on the first full month’s billing times 12. As annualized base rental revenue is not derived from historical GAAP results, historical results may differ from those set forth above.
(b)  
Includes leases in effect as of the period end date, some of which have commencement dates in the future (including, at December 31, 2006, a lease with a commencement date substantially in the future consisting of 8,590 square feet scheduled to commence in 2009), and leases expiring December 31, 2006 aggregating 103,477 and representing annualized rent of $1,909,260 for which no new leases were signed.
(c)  
Includes office, office/flex, industrial/warehouse and stand-alone retail tenants only. Excludes leases for amenity, retail, parking and month-to-month tenants. Some tenants have multiple leases.


37

ITEM 3. LEGAL PROCEEDINGS

On February 12, 2003, the NJSEA selected The Mills Corporation and the Company to redevelop the Continental Airlines Arena site (“Arena Site”) for mixed uses, including retail. In March 2003, Hartz Mountain Industries, Inc., (“Hartz”), filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin NJSEA from entering into a contract with the Meadowlands Venture for the redevelopment of the Continental Airlines Arena site. In May 2003, the court denied Hartz’s request for an injunction and dismissed its suit for failure to exhaust administrative remedies. In June 2003, the NJSEA held hearings on Hartz’s protest, and on a parallel protest filed by another rejected developer, Westfield, Inc. (“Westfield”). On September 10, 2003, the NJSEA ruled against Hartz’s and Westfield’s protests. Hartz and Westfield, as well as Elliot Braha and three other taxpayers (collectively “Braha”), thereafter filed appeals from the NJSEA’s final decision. By decision dated May 14, 2004, the Appellate Division of the Superior Court of New Jersey rejected the appellants’ contention that the NJSEA lacks statutory authority to allow retail development of its property. The Appellate Division also remanded Hart’s claim under the Open Public Records Acts, seeking disclosure of additional documents from NJSEA, to the Law Division for further proceedings. The Supreme Court of New Jersey declined to review the Appellate Division’s decision. On August 19, 2004, the Law Division issued a decision resolving Hartz’s Open Public Records Act claim and ordered NJSEA to disclose some, but not all, of the documents Hartz was seeking. The Appellate Division, in a decision rendered on November 24, 2004, upheld the findings of the Law Division in the remand proceeding. The Supreme Court of New Jersey declined to review the Appellate Division’s decision. At Hartz’s request, the NJSEA thereafter held further hearings on December 15 and 16, 2004, to review certain additional facts in support of Hartz’s and Westfield’s bid protest. Braha, as a taxpayer, did not have standing to participate in the supplemental protest hearing. On March 4, 2005, the Hearing Officer rendered his Supplemental Report and Recommendation to the NJSEA, finding no merit in the protests presented by Hartz and Westfield. The NJSEA accepted the Hearing Officer’s Supplemental Report and Recommendation on March 30, 2005 and Hartz and Braha have appealed that decision to the Appellate Division.

In January 2004, Hartz and Westfield also appealed to the Appellate Division of the Superior Court of New Jersey from the NJSEA’s December 2003 approval and execution of the Redevelopment Agreement with the Meadowlands Venture.

In November 2004, Hartz and Westfield filed additional appeals in the Appellate Division challenging NJSEA’s resolution authorizing the execution of the First Amendment to the Redevelopment Agreement with Meadowlands Venture and the ground lease with the Meadowlands Venture.

All of the above appeals were consolidated by the Appellate Division. On August 17, 2006, the Appellate Division issued an opinion affirming NJSEA’s selection of the Meadowlands Venture and rejecting the appellants’ arguments in all respects. On August 28, 2006, Hartz made a motion before the Appellate Division for reconsideration of this decision and for supplementation of the record. That motion was denied, and neither Hartz nor Braha has sought review in the New Jersey Supreme Court. These consolidated appeals are now resolved.

On September 30, 2004, the Borough of Carlstadt filed an action in the Superior Court of New Jersey Law Division, challenging Meadowlands Xanadu, which asserted claims that are substantially the same as claims asserted by Hartz and Braha in the above appeals. By Order dated November 19, 2004, the Law Division transferred that matter to the Superior Court of New Jersey, Appellate Division. This matter was voluntarily dismissed by Carlstadt in accordance with a March 22, 2006, Settlement Agreement and Release between Carlstadt and the Meadowlands Venture.

Several appeals filed by Hartz, the Sierra Club and others, including certain environmental groups, that challenge certain approvals received by the Meadowlands Venture from the NJSEA, the New Jersey Meadowlands Commission (“NJMC”) and the New Jersey Department of Environmental Protection (“NJDEP”) remain pending before the Appellate Division. Some of these appeals challenge NJDEP’s issuance of a stream encroachment permit, waterfront development permit, and coastal zone consistency determination for Meadowlands Xanadu. Other of these appeals are from NJDEP’s and NJMC’s issuance of reports in connection with a consultation process the NJSEA was statutorily required to undertake in connection with any NJSEA-development project.

A Hartz affiliate and a trade association have filed an appeal from an advisory opinion favorable to the Meadowlands Venture issued by the Director of the Division of Alcoholic Beverage Control concerning the availability of special concessionaire permits. That appeal is also pending in the Appellate Division of the Superior Court of New Jersey.

38

Three separate lawsuits have been filed in the United States District Court for the District of New Jersey, challenging a permit issued by the U.S. Army Corps of Engineers (“USACE”) in connection with the project. The first suit was filed on March 30, 2005, by the Sierra Club, the New Jersey Public Interest Research Group, Citizen Lobby, Inc. and the New Jersey Environmental Federation. Additional suits were filed on May 16 and May 31, 2005, respectively, by Hartz (together with one of its officers as an individually-named plaintiff) and the Borough of Carlstadt. The Sierra Club also filed a motion for a preliminary injunction to stop certain construction activities on the project, which the Court denied on July 6, 2005. On October 26, 2005, the court granted the motions of the Meadowlands Venture and the USACE to dismiss the Hartz complaint for lack of standing. The deadline for appealing that decision has passed, so the Hartz action is ended. On October 31, 2005, the USACE filed a motion to dismiss the complaint filed by the Borough of Carlstadt for lack of standing. On February 7, 2006, the Court granted the motion and dismissed the Borough of Carlstadt’s complaint in its entirety. On March 9, 2006, Carlstadt filed a notice of appeal of this decision to the United States Court of Appeals for the Third Circuit. This appeal has been dismissed pursuant to the Settlement Agreement and Release executed by Carlstadt and the Meadowlands Venture.

On April 5, 2005, the New York Football Giants (“Giants”) filed an emergent application with the Supreme Court of New Jersey, Chancery Division, seeking an injunction stopping all work on the Meadowlands Xanadu project as being in violation of its existing lease with the NJSEA. After hearing oral argument on the application on August 5, 2005, the court denied the Giants’ motion for preliminary injunctive relief. On June 22, 2006, the court entered a Stipulation and Consent Order that dismissed without prejudice the parties’ respective claims.

The New Jersey Builders’ Association (“NJBA”) has commenced an action, which is pending in the Appellate Division, alleging that the NJSEA has failed to meet a purported obligation to provide affordable housing at the Meadowlands Complex and seeking, among other relief, an order enjoining the construction of Meadowlands Xanadu. NJBA filed an application for preliminary injunctive relief seeking to enjoin further construction of Meadowlands Xanadu, which the Appellate Division denied on July 28, 2005. The Meadowlands Venture is not a party to that action.

On January 25, 2006, the Bergen Cliff Hawks Baseball Club, LLC (the “Cliff Hawks”), filed a complaint against the Company and Mills, alleging that the Company and Mills breached an agreement to provide the Cliff Hawks with a minor league baseball park as part of the Xanadu Project. This matter is pending.

The Company believes that the Meadowlands Venture’s proposal and the planned project comply with applicable laws, and the Meadowlands Venture intends to continue its vigorous defense of its rights under the Redevelopment Agreement and Ground Lease. Although there can be no assurance, the Company does not believe that the pending lawsuits will have any material affect on its ability to develop the Meadowlands Xanadu project.

There are no other material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company is a party or to which any of the Properties is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

39

PART II

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

MARKET INFORMATION
The shares of the Company’s Common Stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “CLI.”

The following table sets forth the quarterly high, low, and closing price per share of Common Stock reported on the NYSE for the years ended December 31, 2006 and 2005, respectively:

For the Year Ended December 31, 2006:
       
 
High
Low
Close
First Quarter
$48.37
$42.34
$48.00
Second Quarter
$47.47
$42.17
$45.92
Third Quarter
$53.66
$45.47
$51.80
Fourth Quarter
$55.37
$48.24
$51.00
       
For the Year Ended December 31, 2005:
       
 
High
Low
Close
First Quarter
$45.97
$41.53
$42.35
Second Quarter
$46.99
$41.00
$45.30
Third Quarter
$48.25
$43.22
$44.94
Fourth Quarter
$44.80
$40.21
$43.20

On February 16, 2007, the closing Common Stock price reported on the NYSE was $54.13 per share.

On June 16, 2006, the Company filed with the NYSE its annual CEO Certification and Annual Written Affirmation pursuant to Section 303A.12 of the NYSE Listed Company Manual, each certifying that the Company was in compliance with all of the listing standards of the NYSE.

HOLDERS

On February 16, 2007, the Company had 596 common shareholders of record.

RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM REGISTERED SECURITIES

During the three months ended December 31, 2006, the Company issued 253,542 shares of common stock to holders of common units in the Operating Partnership upon the redemption of such common units in private offerings pursuant to Section 4(2) of the Securities Act. The holders of the common units were limited partners of the Operating Partnership and accredited investors under Rule 501 of the Securities Act. The common units were converted into an equal number of shares of common stock. The Company has registered the resale of such shares under the Securities Act.

DIVIDENDS AND DISTRIBUTIONS

During the year ended December 31, 2006, the Company declared four quarterly common stock dividends and common unit distributions in the amounts of $0.63, $0.63, $0.64 and $0.64 per share and per unit from the first to the fourth quarter, respectively. Additionally, in 2006, the Company declared quarterly preferred stock dividends of $50.00 per preferred share from the first to the fourth quarter.


40


During the year ended December 31, 2005, the Company declared four quarterly common stock dividends and common unit distributions of $0.63 per share and per unit from the first to the fourth quarter. Additionally, in 2005, the Company declared quarterly preferred stock dividends of $50.00 per preferred share from the first to the fourth quarter. The Company also declared one quarterly preferred unit distribution of $18.1818 per preferred unit for the first quarter.

The declaration and payment of dividends and distributions will continue to be determined by the Board of Directors in light of conditions then existing, including the Company’s earnings, financial condition, capital requirements, applicable REIT and legal restrictions and other factors.

PERFORMANCE GRAPH

The following graph compares total stockholder returns from the last five fiscal years to the Standard & Poor’s 500 Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s Equity REIT Total Return Index (“NAREIT”). The graph assumes that the value of the investment in the Company’s Common Stock and in the S&P 500 and NAREIT indices was $100 at December 31, 2001 and that all dividends were reinvested. The price of the Company’s Common Stock on December 31, 2001 (on which the graph is based) was $31.02. The stockholder return shown on the following graph is not necessarily indicative of future performance.

Comparison of Five-Year Cumulative Total Return





SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Information regarding securities authorized for issuance under our equity compensation plans is disclosed in Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.


41



ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data on a consolidated basis for the Company. The consolidated selected operating, balance sheet and other data of the Company as of December 31, 2006, 2005, 2004, 2003 and 2002, and for the years then ended have been derived from the Company’s financial statements for the respective periods.

Operating Data (a)
Year Ended December 31,
In thousands, except per share data
2006
2005
2004
2003
2002
Total revenues
$ 740,309
$ 600,131
$ 537,239
$ 516,536
$ 474,765
Property expenses (b)
$ 238,112
$ 210,473
$ 170,814
$ 158,755
$ 138,332
Direct construction costs
$ 53,602
--
--
--
--
General and administrative
$ 49,077
$ 32,441
$ 31,324
$ 30,843
$ 26,344
Interest expense
$ 136,357
$ 119,337
$ 109,649
$ 115,430
$ 105,385
Income from continuing operations
$ 86,360
$ 76,594
$ 80,780
$ 113,146
$ 100,601
Net income available to common shareholders
$ 142,666
$ 93,488
$ 100,453
$ 141,381
$ 139,722
Income from continuing operations
         
per share - basic
$ 1.35
$ 1.21
$ 1.30
$ 1.93
$ 1.80
Income from continuing operations
          
per share - diluted
$ 1.35
$ 1.20
$ 1.29
$ 1.92
$ 1.79
Net income per share - basic
$ 2.29
$ 1.52
$ 1.66
$ 2.45
$ 2.44
Net income per share - diluted
$ 2.28
$ 1.51
$ 1.65
$ 2.43
$ 2.43
Dividends declared per common share
$ 2.54
$ 2.52
$ 2.52
$ 2.52
$ 2.50
Basic weighted average shares outstanding
62,237
61,477
60,351
57,724
57,227
Diluted weighted average shares outstanding
77,901
74,189
68,743
65,980
65,475

Balance Sheet Data
December 31,
In thousands
2006
2005
2004
2003
2002
Rental property, before accumulated
          
depreciation and amortization
$4,573,587
$4,491,752
$4,160,959
$3,954,632
$3,857,657
Rental property held for sale, net
--
--
$ 19,132
--
--
Total assets
$4,422,889
$4,247,502
$3,850,165
$3,749,570
$3,796,429
Total debt (c)
$2,159,959
$2,126,181
$1,702,300
$1,628,584
$1,752,372
Total liabilities
$2,412,762
$2,335,396
$1,877,096
$1,779,983
$1,912,199
Minority interests
$ 482,220
$ 400,819
$ 427,958
$ 428,099
$ 430,036
Stockholders’ equity
$1,527,907
$1,511,287
$1,545,111
$1,541,488
$1,454,194
________________________

(a)
Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.
(b)
Property expenses is calculated by taking the sum of real estate taxes, utilities and operating services for each of the periods presented.
(c)
Total debt is calculated by taking the sum of senior unsecured notes, revolving credit facilities, and mortgages, loans payable and other obligations.


42


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 Corporation and the notes thereto (collectively, the “Financial Statements”). Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.


Executive Overview

Mack-Cali Realty Corporation (the “Company”) is one of the largest real estate investment trusts (REITs) in the United States, with a total market capitalization of approximately $6.2 billion at December 31, 2006. The Company has been involved in all aspects of commercial real estate development, management and ownership for over 50 years and has been a publicly-traded REIT since 1994. The Company owns or has interests in 300 properties (collectively, the “Properties”), primarily class A office and office/flex buildings, totaling approximately 34.3 million square feet, leased to over 2,200 tenants. The Properties are located primarily in suburban markets of the Northeast, some with adjacent, Company-controlled developable land sites able to accommodate up to 11.5 million square feet of additional commercial space.

The Company’s strategy is to be a significant real estate owner and operator in its core, high-barriers-to-entry markets, primarily in the Northeast.

As an owner of real estate, almost all of the Company’s earnings and cash flow is derived from rental revenue received pursuant to leased office space at the Properties. Key factors that affect the Company’s business and financial results include the following:

·  
the general economic climate;
·  
the occupancy rates of the Properties;
·  
rental rates on new or renewed leases;
·  
tenant improvement and leasing costs incurred to obtain and retain tenants;
·  
the extent of early lease terminations;
·  
operating expenses;
·  
cost of capital; and
·  
the extent of acquisitions, development and sales of real estate.

Any negative effects of the above key factors could potentially cause a deterioration in the Company’s revenue and/or earnings. Such negative effects could include: (1) failure to renew or execute new leases as current leases expire; (2) failure to renew or execute new leases with rental terms at or above the terms of in-place leases; and (3) tenant defaults.

A failure to renew or execute new leases as current leases expire or to execute new leases with rental terms at or above the terms of in-place leases may be affected by several factors such as: (1) the local economic climate, which may be adversely impacted by business layoffs or downsizing, industry slowdowns, changing demographics and other factors; and (2) local real estate conditions, such as oversupply of office and office/flex space or competition within the market.

The Company’s core markets continue to be weak. The percentage leased in the Company’s consolidated portfolio of stabilized operating properties increased to 92.0 percent at December 31, 2006 as compared to 91.0 percent at December 31, 2005 and 91.2 percent at December 31, 2004. Percentage leased includes all leases in effect as of the period end date, some of which have commencement dates in the future (including, at December 31, 2006, a lease with a commencement date substantially in the future consisting of 8,590 square feet scheduled to commence in 2009), and leases that expire at the period end date. Excluded from percentage leased at December 31, 2004 was a non-strategic, non-core 318,224 square foot property acquired through a deed in lieu of foreclosure, which was 12.7 percent leased at December 31, 2004 and subsequently sold on February 4, 2005. Leases that expired as of December 31, 2006, 2005 and 2004 aggregate 103,477, 311,623 and 439,697 square feet, respectively, or 0.4, 1.1 and 1.5 percentage of the net rentable square footage, respectively. Market rental rates have declined in most markets from peak levels in late 2000 and early 2001. Rental rates on the Company’s space that was re-leased (based on first rents payable) during the year ended December 31, 2006 decreased an average of 0.2 percent compared to rates that were in effect under expiring leases, as compared to a 8.2 percent decrease in 2005 and a 8.7 percent decrease in 2004. The Company believes that vacancy rates may continue to increase in most of its markets in 2007. As a result, the Company’s future earnings and cash flow may continue to be negatively impacted by current market conditions.

43

 

The remaining portion of this Management’s Discussion and Analysis of Financial Condition and Results of Operations should help the reader understand:

·  
property transactions during the period;
·  
critical accounting policies and estimates;
·  
results of operations for the year ended December 31, 2006, as compared to the year ended December 31, 2005;
·  
results of operations for the year ended December 31, 2005, as compared to the year ended December 31, 2004; and
·  
liquidity and capital resources.


Summary of Transactions

Gale/Green Transactions
On May 9, 2006, the Company completed the acquisitions of: (i) The Gale Company and certain of its related businesses, which engage in construction, property management, facilities management, and leasing services (collectively, the “Gale Company”); (ii) three office properties; and (iii) indirect interests in a portfolio of office properties, located primarily in New Jersey, which were owned indirectly by The Gale Company and its affiliates (“Gale”) and affiliates of SL Green Realty Corp. (“SL Green”). The agreements (“Gale/Green Agreements”) to complete the aforementioned acquisitions (collectively, the “Gale/Green Transactions”) required that the Company complete all of the acquisitions. Simultaneous with the completion of the Gale/Green Transactions, The Gale Company’s President, Mark Yeager, was named an executive vice president of the Company.

Under the Gale/Green Agreements, the Company acquired 100 percent of the ownership interests in three office properties located in New Jersey, aggregating 518,257 square feet (the “Wholly-Owned Properties”).

Also, as part of the Gale/Green Agreements, the Company entered into a joint venture with an entity controlled by SL Green (in which Stanley C. Gale has an interest), known as Mack-Green-Gale LLC (“Mack-Green”), to hold an approximate 96 percent interest and act as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OP LP”). The OP LP owns 100 percent of entities which own 25 office properties (collectively, the“OP LP Properties”) which aggregate 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan), as well as a minor, non-controlling interest in four office properties aggregating 419,000 square feet located in Naperville, Illinois. For a discussion of the ownership interests in Mack-Green, see Note 4: Investments in Unconsolidated Joint Ventures - Mack-Green-Gale LLC - to our financial statements included within this annual report on Form 10-K.

Mr. Gale has agreed to pay Mark Yeager, an executive officer of the Company, 49 percent of any payments he receives on account of Mr. Gale’s interest with SL Green in Mack-Green.

The Gale Company, the Wholly-Owned Properties, and the interest in Mack-Green were acquired by the Company for a total initial acquisition cost of approximately $245 million consisting of: (i) the issuance by the Company of 224,719 common units of the Operating Partnership; (ii) the payment of a total of approximately $194 million in cash, which was primarily funded through borrowing under the Company’s revolving credit facility; and (iii) the assumption of $39.9 million in existing mortgage indebtedness on two of the Wholly-Owned Properties. Mr. Gale has agreed to transfer to Mark Yeager 33,700 of his common units of the Operating Partnership on April 30, 2009, provided that Mr. Yeager’s employment with the Company has not been terminated involuntarily without cause (“Employment Continuation”) prior to such date. Additionally, the agreement to acquire the Gale Company (“Gale Agreement”) contains earn-out provisions providing for the payment of contingent purchase consideration of up to $18 million in cash based upon the achievement of Gross Income and NOI (as such terms are defined in the Gale Agreement) targets and other events for The Gale Company for the three years following the closing date.

44


Mr. Gale has agreed to pay to Mr. Yeager 49 percent of all amounts he receives pursuant to the Gale Agreement earn-out provisions, subject to certain conditions including Mr. Yeager’s Employment Continuation.

The Company has not yet obtained all the information necessary to finalize its estimates to complete the purchase price allocations related to the Gale/Green Transactions. The purchase price allocations will be finalized once the information identified by the Company has been received, which should not be longer than one year from the date of acquisition.

In addition, the Gale Agreement provides for the Company to acquire certain other ownership interests in up to 11 real estate projects (the “Non-Portfolio Properties”), subject to obtaining certain third party consents and the satisfaction of various project-related and/or other conditions. Each of the Company’s acquired interests in the Non-Portfolio Properties will provide for the initial distributions of net cash flow solely to the Company, and thereafter an affiliate of Mr. Gale (“Gale Affiliate”) has participation rights (“Gale Participation Rights”) in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an internal rate of return (“IRR”) of 10 percent per annum, accruing on the date or dates of the Company’s investments.

Mr. Gale has agreed to pay to Mr. Yeager 49 percent of any payments he receives with respect to the Gale Participation Rights, subject to adjustments for payments Mr. Yeager receives from his direct interests in such rights and subject to, in certain cases, Mr. Yeager’s Employment Continuation. Mr. Gale has also agreed to pay to Mr. Yeager 49 percent of the distributions he receives with respect to Mr. Gale’s interest in certain land located in Florham Park, New Jersey, which is one of the Non-Portfolio Properties not yet acquired by the Company. Such distribution may include the amounts Mr. Gale receives from the conveyance of his interest in the Florham Park land to the Company.

With respect to the arrangements between Mr. Gale and Mr. Yeager regarding the Gale Agreement earn-out provisions and the Florham Park land, they have agreed to consider offering payments to certain persons that have been employed by certain subsidiaries of The Gale Company, which may include current employees of the Company.

Through December 31, 2006, the Company has completed acquisitions of eight of the interests in the Non-Portfolio Properties, which included the acquisitions of interests in: a 527,015 square foot, mixed-use office/retail complex; a 416,429 square-foot multi-tenanted office property; a 139,750 square-foot fully-leased office property; an office property in development; two vacant land parcels (one of which Mr. Yeager has a 16.49 percent interest in the Participation Rights) and two pre-developed projects. The aggregate cost of the completed acquisitions was approximately $25.6 million.

Pursuant to Mr. Gale’s agreements with Mr. Yeager, as described herein, Mr. Yeager received approximately $5.6 million during the year ended December 31, 2006.

In connection with the Company’s acquisition of the Gale Company, Mr. Gale and certain other affiliates of Gale are restricted from competing with the Company or hiring the Company’s employees for a period of four years expiring on May 9, 2010.

Property Acquisitions
The Company acquired the following office properties during the year ended December 31, 2006: (dollars in thousands)

           
Acquisition
    
# of
Rentable
Acquisition
Date
Property/Address
Location
Bldgs.
Square Feet
Cost
02/28/06
Capital Office Park (a)
Greenbelt, Maryland
7
842,258
$166,011
05/09/06
35 Waterview Boulevard (b) (c)
Parsippany, New Jersey
1
172,498
33,586
05/09/06
105 Challenger Road (b) (d)
Ridgefield Park, New Jersey
1
150,050
34,960
05/09/06
343 Thornall Street (b) (e)
Edison, New Jersey
1
195,709
46,193
07/31/06
395 W. Passaic Street (f)
Rochelle Park, New Jersey
1
100,589
22,219
         
Total Property Acquisitions:
  
11
1,461,104
$302,969
         
(a)  This transaction was funded primarily through the assumption of $63.2 million of mortgage debt and the issuance of 1.9 million common operating partnership units valued at $87.2 million.
(b) The property was acquired as part of the Gale/Green Transactions.
(c) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $20.4 million of mortgage debt.
(d) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $19.5 million of mortgage debt.
(e) Transaction was funded primarily through borrowing on the Company’s revolving credit facility.
(f) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $13.1 million of mortgage debt.

Sales
The Company sold the following office properties during the year ended December 31, 2006: (dollars in thousands)

               
       
Rentable
Net
Net
Realized
Sale
    
# of
Square
Sales
Book
Gain/
Date
Property/Address
Location
Bldgs.
Feet
Proceeds
Value
(Loss)
06/28/06
Westage Business Center
Fishkill, New York
1
118,727
$ 14,765
$ 10,872
$ 3,893
06/30/06
1510 Lancer Drive
Moorestown, New Jersey
1
88,000
4,146
3,134
1,012
11/10/06
Colorado portfolio
Various cities, Colorado
19
1,431,610
193,404
165,072
28,332
12/21/06
California portfolio
San Francisco, California
2
450,891
124,182
97,814
26,368
             
Total Office Property Sales:
  
23
2,089,228
$336,497
$276,892
$59,605

On November 6, 2006, the Company sold its 50-percent interest in G&G Martco, a joint venture which owned a 305,618 square foot office building located in San Francisco, California for approximately $16.3 million, realizing a gain on the sale of approximately $10.8 million.

On November 7, 2006, the Company sold 10.1 acres of developable land adjacent to its Horizon Center properties in Hamilton Township, New Jersey, for net sales proceeds of approximately $1.5 million, realizing a gain of approximately $1.1 million from the sale.


Critical Accounting Policies and Estimates

The Financial Statements have been prepared in conformity with generally accepted accounting principles. The preparation of the Financial Statements 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 reported period. These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. The Company’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Company’s financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.

Rental Property:
Rental properties are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Interest capitalized by the Company for the years ended December 31, 2006, 2005 and 2004 was $6.1 million, $5.5 million and $3.9 million, respectively. 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.

The Company considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially

45

completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy and capitalizes only those costs associated with the portion under construction.

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

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

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their relative fair values. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles will be amortized to expense over the anticipated life of the relationships.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s rental 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 is less than the carrying value of the property. To the extent 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. The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved. Management does not believe that the value of any of the Company’s rental properties is impaired.

46


Rental Property Held for Sale and Discontinued Operations:
When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management’s opinion, the net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.

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. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. Parking and other revenue includes income from parking spaces leased to tenants, income from tenants for additional services provided by the Company, income from tenants for early lease terminations and income from managing and/or leasing properties for third parties. Escalations and recoveries 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.

Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients. Construction services revenue is recognized on the percentage of completion method. Using this method, profits are recorded on the basis of estimates of the overall profit and percentage of completion of individual contracts. A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract. This revenue recognition method involves inherent risks relating to profit and cost estimates. Real estate services revenue includes property management, facilities management, leasing commission fees and other services, and payroll and related costs reimbursed from clients. Other income includes income from parking spaces leased to tenants, income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

Allowance for Doubtful Accounts:
Management periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the collectibility of those balances. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.

47



Results From Operations

The following comparisons for the year ended December 31, 2006 (“2006”), as compared to the year ended December 31, 2005 (“2005”), and for 2005, as compared to the year ended December 31, 2004 (“2004”), make reference to the following: (i) the effect of the “Same-Store Properties,” which represents all in-service properties owned by the Company at December 31, 2004, (for the 2006 versus 2005 comparison) and which represents all in-service properties owned by the Company at December 31, 2003, (for the 2005 versus 2004 comparison), excluding properties sold or held for sale through December 31, 2006, and (ii) the effect of the “Acquired Properties,” which represents all properties acquired by the Company or commencing initial operations from January 1, 2005 through December 31, 2006 (for the 2006 versus 2005 comparison) and which represent all properties acquired by the Company or commencing initial operation from January 1, 2004 through December 31, 2005 (for the 2005 versus 2004 comparison).

48


Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

   
Year Ended
          
   
December 31,
  
Dollar
  
Percent
  
(dollars in thousands)
  
2006
  
2005
  
Change
  
Change
  
Revenue from rental operations:
                  
Base rents
  
$
544,870
  
$
508,227
  
$
36,643
    
7.2
%
Escalations and recoveries from tenants
    
91,044
    
77,900
    
13,144
    
16.9
  
Other income
    
17,125
    
11,087
    
6,038
    
54.5
  
Total revenues from rental operations
    
653,039
    
597,214
    
55,825
    
9.4
  
                           
Property expenses:
                          
Real estate taxes
    
86,612
    
77,252
    
9,360
    
12.1
  
Utilities
    
60,487
    
52,401
    
8,086
    
15.4
  
Operating services
    
91,013
    
80,820
    
10,193
    
12.6
  
Total property expenses
    
238,112
    
210,473
    
27,639
    
13.1
  
                           
Non-property revenues:
                          
Construction services
    
56,225
    
--
    
56,225
    
--
  
Real estate services
    
31,045
    
2,917
    
28,128
    
964.3
  
Total non-property revenues
    
87,270
    
2,917
    
84,353
    
2,891.8
  
                           
Non-property expenses:
                          
Direct constructions costs
    
53,602
    
--
    
53,602
    
--
  
Real estate services and salaries, wages
                          
and other costs
    
18,600
    
--
    
18,600
    
--
  
General and administrative
    
49,077
    
32,441
    
16,636
    
51.3
  
Depreciation and amortization
    
160,859
    
143,593
    
17,266
    
12.0
  
Total non-property expenses
    
282,138
    
176,034
    
106,104
    
60.3
  
Operating Income
    
220,059
    
213,624
    
6,435
    
3.0
  
Other (expense) income:
                          
Interest expense
    
(136,357
)
  
(119,337
)
  
(17,020
)
  
(14.3
)
Interest and other investment income
    
3,054
    
856
    
2,198
    
256.8
  
Equity in earnings (loss) of unconsolidated
                          
joint ventures
    
(5,556
)
  
248
    
(5,804
)
  
(2,340.3
)
Minority interest in consolidated joint ventures
    
218
    
(74
)
  
292
    
394.6
  
Gain on sale of investment in marketable securities
    
15,060
    
--
    
15,060
    
--
  
Gain on sale of investment in joint ventures
    
10,831
    
35
    
10,796
    
30,845.7
  
Gain/(loss) on sale of land and other assets
    
(416
)
  
--
    
(416
)
  
--
  
Total other (expense) income
    
(113,166
)
  
(118,272
)
  
5,106
    
4.3
  
Income from continuing operations before minority
                          
interest in Operating Partnership
   
106,893
    
95,352
    
11,541
    
12.1
  
Minority interest in Operating Partnership
    
(20,533
)
  
(18,758
)
  
(1,775
)
  
(9.5
)
Income from continuing operations
    
86,360
    
76,594
    
9,766
    
12.8
  
Discontinued operations (net of minority interest):
                          
Income (loss) from discontinued operations
    
10,591
    
14,468
    
(3,877
)
  
(26.8
)
Realized gains (losses) and unrealized losses
                          
on disposition of rental property, net
    
47,715
    
4,426
    
43,289
    
978.1
  
Total discontinued operations, net
    
58,306
    
18,894
    
39,412
    
208.6
  
Net income
    
144,666
    
95,488
    
49,178
    
51.5
  
Preferred stock dividends
    
(2,000
)
  
(2,000
)
  
--
    
--
  
                           
Net income available to common shareholders
  
$
142,666
  
$
93,488
  
$
49,178
    
52.6
%


49



The following is a summary of the changes in revenue from rental operations and property expenses in 2006 as compared to 2005 divided into Same-Store Properties and Acquired Properties (dollars in thousands):
 

   
Total Company
  
Same-Store Properties
  
Acquired Properties
  
   
Dollar
  
Percent
  
Dollar
  
Percent
  
Dollar
  
Percent
  
   
Change
  
Change
  
Change
  
Change
  
Change
  
Change
  
Revenue from rental operations:
                          
Base rents
  
$
36,643
    
7.2
%
$
7,277
    
1.4
%
$
29,366
    
5.8
%
Escalations and recoveries
                                      
from tenants
    
13,144
    
16.9
    
6,596
    
8.5
    
6,548
    
8.4
  
Other income
    
6,038
    
54.5
    
5,177
    
46.7
    
861
    
7.8
  
Total
  
$
55,825
    
9.4
%
$
19,050
    
3.2
%
$
36,775
    
6.2
%
                                       
Property expenses:
                                      
Real estate taxes
  
$
9,360
    
12.1
%
$
5,229
    
6.8
%
$
4,131
    
5.3
%
Utilities
    
8,086
    
15.4
    
3,821
    
7.3
    
4,265
    
8.1
  
Operating services
    
10,193
    
12.6
    
1,875
    
2.3
    
8,318
    
10.3
  
Total
  
$
27,639
    
13.1
%
$
10,925
    
5.2
%
$
16,714
    
7.9
%
                                       
OTHER DATA:
                                      
Number of Consolidated Properties
    
255
          
238
          
17
        
Square feet (in thousands)
    
28,866
          
25,573
          
3,293
        
 
 
Base rents for the Same-Store Properties increased $7.3 million, or 1.4 percent, for 2006 as compared to 2005, due primarily to an increase in the percentage of space leased at the properties in 2006 from 2005. Escalations and recoveries from tenants for the Same-Store Properties increased $6.6 million, or 8.5 percent, for 2006 over 2005, due primarily to an increased amount of total property expenses in 2006. Other income for the Same-Store Properties increased $5.2 million, or 46.7 percent, due primarily to an increase in lease breakage fees of $3.1 million in 2006 and $1.4 million recognized in 2006 for additional purchase consideration earned from a past sale of a joint venture.

Real estate taxes on the Same-Store Properties increased $5.2 million, or 6.8 percent, for 2006 as compared to 2005, due primarily to property tax rate increases in certain municipalities in 2006. Utilities for the Same-Store Properties increased $3.8 million, or 7.3 percent, for 2006 as compared to 2005, due primarily to increased electric rates in 2006 as compared to 2005. Operating services for the Same-Store Properties increased $1.9 million, or 2.3 percent, due primarily to increased maintenance and related labor costs of $5.1 million for 2006 as compared to 2005, partially offset by a decrease in snow removal costs in 2006 of $3.1 million.

Construction services amounted to $56.2 million in 2006, due to the effect of the Gale/Green Transactions. Real estate services increased by $28.1 million, or 964.3 percent, for 2006 as compared to 2005, also due primarily to the effect of the Gale/Green Transactions.

Direct construction costs totaled $53.6 million in 2006, due primarily to the effect of the Gale/Green Transactions. Real estate services salaries, wages and other costs equaled $18.6 million in 2006, also due primarily to the effect of the Gale/Green Transactions. General and administrative increased by $16.6 million, or 51.3 percent, for 2006 as compared to 2005 due primarily to the effect of the Gale/Green Transactions.

Depreciation and amortization increased by $17.3 million, or 12.0 percent, for 2006 over 2005. Of this increase, $2.9 million, or 2.0 percent, was attributable to the Same-Store Properties and $14.4 million, or 10.0 percent, was due to the Acquired Properties.

Interest expense increased $17.0 million, or 14.3 percent, for 2006 as compared to 2005. This increase was primarily as a result of higher average debt balances in 2006 as compared to 2005.

50

Interest and other investment income increased $2.2 million, or 256.8 percent, for 2006 as compared to 2005. This increase was due primarily to the receipt of approximately $0.9 million in dividends on the Company’s investment in marketable securities, as well as higher cash balances invested in 2006 due primarily to property sales proceeds as compared to 2005.

Equity in earnings of unconsolidated joint ventures decreased $5.8 million, or 2,340.3 percent, for 2006 as compared to 2005. The decrease was due primarily to a loss of $4.9 million in 2006 in the Mack-Green joint venture and a loss of $1.9 million in 2006 in the Meadowlands Xanadu joint venture, partially offset by an increase of $1.1 million in the Harborside South Pier joint venture.

The Company recognized a gain on sale of investment in marketable securities of $15.1 million in 2006.

Gain on sale of investment in unconsolidated joint ventures amounted to $10.8 million in 2006 from the sale of the Company’s interest in the G&G Martco joint venture. Gain on sale of investment in unconsolidated joint ventures amounted to $35,000 in 2005 from the sale of the Company’s interest in the Ashford Loop joint venture.

Gain (loss) on sale of land and other assets amounted to a loss of $0.4 million in 2006 due to a loss on the sale of Gale Global Facilities and related companies in 2006 of $1.5 million, partially offset by a gain of $1.1 million from the sale of a parcel of land in Hamilton, New Jersey.

Income from continuing operations before minority interest in Operating Partnership increased to $106.9 million in 2006 from $95.4 million in 2005. The increase of approximately $11.5 million was due to the factors discussed above.

Net income available to common shareholders increased by $49.2 million, or 52.6 percent, from $93.5 million in 2005 to $142.7 million in 2006. This increase was primarily the result of realized gains on disposition of rental property of $47.7 million in 2006 and an increase in income from continuing operations before minority interest in Operating Partnership of $11.5 million. These were partially offset by realized gains on disposition of rental property of $4.4 million in 2005, a decrease in income from discontinued operations of approximately $3.8 million in 2006 as compared to 2005, and an increase in minority interest in Operating Partnership in 2006 of $1.8 million as compared to 2005.


51


Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

   
Year Ended
          
   
December 31,
  
Dollar
  
Percent
  
(dollars in thousands)
  
2005
  
2004
  
Change
  
Change
  
Revenue from rental operations:
                  
Base rents
  
$
508,227
  
$
464,303
  
$
43,924
    
9.5
%
Escalations and recoveries from tenants
    
77,900
    
60,492
    
17,408
    
28.8
  
Other income
   
11,087
    
7,950
    
3,137
    
39.5
  
Total revenues from rental operations
    
597,214
    
532,745
    
64,469
    
12.1
  
                           
Property expenses:
                          
Real estate taxes
    
77,252
    
64,036
    
13,216
    
20.6
  
Utilities
    
52,401
    
38,456
    
13,945
    
36.3
  
Operating services
    
80,820
    
68,322
    
12,498
    
18.3
  
Total property expenses
    
210,473
    
170,814
    
39,659
    
23.2
  
                           
Non-property revenues:
                          
Construction services
    
--
    
--
    
--
    
--
  
Real estate services
    
2,917
    
4,494
    
(1,577
)
  
(35.1
)
Total non-property revenues
    
2,917
    
4,494
    
(1,577
)
  
(35.1
)
                           
Non-property expenses:
                          
Direct constructions costs
    
--
    
--
    
--
    
--
  
Real estate services and salaries, wages
                          
and other costs
    
--
    
--
    
--
    
--
  
General and administrative
    
32,441
    
31,324
    
1,117
    
3.6
  
Depreciation and amortization
    
143,593
    
117,097
    
26,496
    
22.6
  
Total non-property expenses
    
176,034
    
148,421
    
27,613
    
18.6
  
Operating Income
    
213,624
    
218,004
    
(4,380
)
  
(2.0
)
Other (expense) income:
                          
Interest expense
    
(119,337
)
  
(109,649
)
  
(9,688
)
  
8.8
  
Interest and other investment income
    
856
    
1,367
    
(511
)
  
(37.4
)
Equity in earnings (loss) of unconsolidated
                          
joint ventures
    
248
    
(3,886
)
  
4,134
    
106.4
  
Minority interest in consolidated joint ventures
    
(74
)
  
--
    
(74
)
  
--
  
Gain on sale of investment in marketable
                          
securities
    
--
    
--
    
--
    
--
  
Gain on sale of investment in joint ventures
    
35
    
720
    
(685
)
  
(95.1
)
Total other (expense) income
    
(118,272
)
  
(111,448
)
  
(6,824
)
  
(6.1
)
Income from continuing operations before minority
                          
interest in Operating Partnership
   
95,352
    
106,556
    
(11,204
)
  
(10.5
)
Minority interest in Operating Partnership
    
(18,758
)
  
(25,776
)
  
7,018
    
27.2
  
Income from continuing operations
    
76,594
    
80,780
    
(4,186
)
  
(5.2
)
Discontinued operations (net of minority interest):
                          
Income (loss) from discontinued operations
    
14,468
    
22,292
    
(7,824
)
  
(35.1
)
Realized gains (losses) and unrealized losses
                          
on disposition of rental property, net
    
4,426
    
(619
)
  
5,045
    
815.0
  
Total discontinued operations, net
    
18,894
    
21,673
    
(2,779
)
  
(12.8
)
Net income
    
95,488
    
102,453
    
(6,965
)
  
(6.8
)
Preferred stock dividends
    
(2,000
)
  
(2,000
)
  
--
    
--
  
                           
Net income available to common shareholders
  
$
93,488
  
$
100,453
  
$
(6,965
)
  
(6.9
)%


52


The following is a summary of the changes in revenue from rental operations and property expenses in 2005 as compared to 2004 divided into Same-Store Properties and Acquired Properties (dollars in thousands):

   
Total Company
  
Same-Store Properties
  
Acquired Properties
  
   
Dollar
  
Percent
  
Dollar
  
Percent
  
Dollar
  
Percent
  
   
Change
  
Change
  
Change
  
Change
  
Change
  
Change
  
Revenue from rental operations:
                          
Base rents
  
$
43,924
    
9.5
%
$
(191
)
  
--
  
$
44,115
    
9.5
%
Escalations and recoveries
                                      
from tenants
    
17,408
    
28.8
    
6,816
    
11.3
%
  
10,592
    
17.5
  
Other income
    
3,137
    
39.5
    
1,294
    
16.3
    
1,843
    
23.2
  
Total
  
$
64,469
    
12.1
%
$
7,919
    
1.5
%
$
56,550
    
10.6
%
                                       
Property expenses:
                                      
Real estate taxes
  
$
13,216
    
20.6
%
$
4,074
    
6.4
%
$
9,142
    
14.2
%
Utilities
    
13,945
    
36.3
    
8,755
    
22.8
    
5,190
    
13.5
  
Operating services
    
12,498
    
18.3
    
2,485
    
3.6
    
10,013
    
14.7
  
Total
  
$
39,659
    
23.2
%
$
15,314
    
9.0
%
$
24,345
    
14.2
%
                                       
OTHER DATA:
                                      
Number of Consolidated Properties
    
244
          
224
          
20
        
Square feet (in thousands)
    
27,405
          
23,163
          
4,242
        

Base rents for the Same-Store Properties decreased $0.2 million, for 2005 as compared to 2004, due primarily to decreased rental rates for new leases in 2005 as compared to 2004. Escalations and recoveries from tenants for the Same-Store Properties increased $6.8 million, or 11.3 percent, for 2005 over 2004, due primarily to an increased amount of total property expenses in 2005. Other income for the Same-Store Properties increased $1.3 million, or 16.3 percent, due primarily to an increase in lease termination fees in 2005 as compared to 2004.

Real estate taxes on the Same-Store Properties increased $4.1 million, or 6.4 percent, for 2005 as compared to 2004, due primarily to property tax rate increases in certain municipalities in 2005, partially offset by lower assessments on certain properties in 2005. Utilities for the Same-Store Properties increased $8.8 million, or 22.8 percent, for 2005 as compared to 2004, due primarily to increased electric rates and increased usage in 2005. Operating services for the Same-Store Properties increased $2.5 million, or 3.6 percent, due primarily to increases in 2005 as compared to 2004 in snow removal costs of $2.0 million, and property management compensation and related expenses of $0.8 million.

General and administrative increased by $1.1 million, or 3.6 percent, for 2005 as compared to 2004. This was due primarily to increases in 2005 as compared to 2004 in compensation costs and related expenses of $0.9 million and state income tax expense of $0.5 million, as well as compensation costs and related expenses in 2005 of $0.6 million in connection with the resignation of a non-executive officer, and a write-down in 2005 of a technology investment of $0.5 million. These increases were partially offset by compensation costs and related expenses incurred in 2004 in connection with the resignation of the Company’s president of $1.3 million.

Depreciation and amortization increased by $26.5 million, or 22.6 percent, for 2005 over 2004. Of this increase, $5.4 million, or 4.6 percent, was attributable to the Same-Store Properties primarily on account of the amortization of additional tenant installation costs in 2005 and $21.1 million, or 18.0 percent, was due to the Acquired Properties.

Interest expense increased $9.7 million, or 8.8 percent, for 2005 as compared to 2004. This increase was primarily as a result of higher average debt balances in 2005, as well as an overall increase in interest rates on the Company’s debt.

Interest and other investment income decreased $0.5 million, or 37.4 percent, for 2005 as compared to 2004. This decrease was due primarily to lower interest income from mortgage notes receivable in 2005 and lower average cash balances in 2005.

53

Equity in earnings of unconsolidated joint ventures increased $4.1 million, or 106.4 percent, for 2005 as compared to 2004. This increase was due primarily to the following: an increase of $5.2 million in 2005 on account of the Ashford Loop joint venture having a loss in 2004, with no activity in 2005 due to the Company’s sale of its interest in the venture in early 2005; an increase of $0.8 million from increased earnings in 2005 at the Harborside South Pier Hyatt Hotel Venture; and an increase of $0.6 million in 2005 on account of equity in loss in 2004 at the Ramland Realty joint venture, with no equity in earnings in 2005. These increases were partially offset by a decrease in equity in earnings of $1.9 million at the G&G Martco joint venture on account of equity in loss in 2005; and a decrease of $0.7 million in 2005 on account of equity in earnings in the HPMC joint venture in 2004, with no activity in 2005 due to the joint venture’s sale of the Pacific Plaza I & II complex in 2004.

Gain on sale of investment in unconsolidated joint ventures amounted to $35,000 in 2005 from the sale of the Company’s interest in the Ashford Loop joint venture. Gain on sale of investment in unconsolidated joint venture amounted to $0.7 million in 2004 on account of the receipt of additional contingent purchase consideration from the Harborside North Pier sale.

Income from continuing operations before minority interest in Operating Partnership decreased to $95.4 million in 2005 from $106.6 million in 2004. The decrease of approximately $11.2 million was due to the factors discussed above.

Net income available to common shareholders decreased by $7.0 million, or 6.9 percent, from $100.5 million in 2004 to $93.5 million in 2005. This decrease was primarily the result of a decrease in 2005 from 2004 in income from continuing operations before minority interest in Operating Partnership of $11.2 million, and a decrease in income from discontinued operations of approximately $7.8 million. These were partially offset by a decrease in minority interest in Operating Partnership of $7.0 million, realized gains on disposition of rental property of $4.4 million in 2005, and realized gains and unrealized losses on disposition of rental property of $0.6 million in 2004.


LIQUIDITY AND CAPITAL RESOURCES


Liquidity

Overview:
Historically, rental revenue has been the principal source of funds to pay operating expenses, debt service, capital expenditures and dividends, excluding non-recurring capital expenditures. To the extent that the Company’s cash flow from operating activities is insufficient to finance its non-recurring capital expenditures such as property acquisitions, development and construction costs and other capital expenditures, the Company has and expects to continue to finance such activities through borrowings under its revolving credit facility and other debt and equity financings.

The Company believes that with the general downturn in the Company’s markets in recent years, it is reasonably likely that vacancy rates may continue to increase, effective rental rates on new and renewed leases may continue to decrease and tenant installation costs, including concessions, may continue to increase in most or all of its markets in 2007. As a result of the potential negative effects on the Company’s revenue from the overall reduced demand for office space, the Company’s cash flow could be insufficient to cover increased tenant installation costs over the short-term. If this situation were to occur, the Company expects that it would finance any shortfalls through borrowings under its revolving credit facility and other debt and equity financings.

The Company expects to meet its short-term liquidity requirements generally through its working capital, net cash provided by operating activities and from its revolving credit facility. The Company frequently examines potential property acquisitions and development projects and, at any given time, one or more of such acquisitions or development projects may be under consideration. Accordingly, the ability to fund property acquisitions and development projects is a major part of the Company’s financing requirements. The Company expects to meet its financing requirements through funds generated from operating activities, proceeds from property sales, long-term and short-term borrowings (including draws on the Company’s revolving credit facility) and the issuance of additional debt and/or equity securities.

54

 

Gale Company Earn-Out:
The agreement under which the Company acquired the Gale Company on May 9, 2006 (“Gale Agreement”), contains earn-out provisions providing for the payment of contingent purchase consideration of up to $18 million in cash based upon the achievement of Gross Income and NOI (as such terms are defined in the Gale Agreement) targets and other events for the three years following the closing date.

Construction Projects:
The Company entered into a 15-year lease with AAA Mid-Atlantic (“AAA”) for a 120,000 square foot office building being constructed by the Company in its Horizon Center Business Park located in Hamilton Township, New Jersey. The building is expected to be completed during the early part of 2007 at an estimated cost of approximately $19.2 million (of which the Company has incurred $15.7 million through December 31, 2006), which is expected to be funded through borrowings on the Company’s unsecured credit facility. Concurrent with the signing of the lease, the Company executed a purchase and sale agreement with AAA pursuant to which the Company, upon the commencement of the 120,000 square foot lease, will acquire AAA’s three office and office/flex buildings, totaling approximately 84,000, square feet and certain vacant, developable land, all located in Hamilton Township, New Jersey, for a total purchase price of approximately $10 million, subject to certain conditions.

Additionally, the Company, through a joint venture with the PRC Group, is constructing a 92,878 square-foot office property, to be known as Red Bank Corporate Plaza, located in Red Bank, New Jersey, on land contributed by its joint venture partner. The project is fully leased to Hovnanian Enterprise, Inc. for a 10-year term. The total cost of the project, which is expected to be completed in the third quarter 2007, is estimated to be approximately $27 million, of which the Company currently expects to fund approximately $3 million. On October 20, 2006, the venture entered into a $22.0 million construction loan with a commercial bank. The loan carries an interest rate of LIBOR plus 130 basis points and matures in April 2008. The loan currently has three one-year extension options subject to certain conditions, each of which require payment of a fee.

The Company owns a 15 percent indirect interest in a joint venture which plans to develop a 1.2 million square foot mixed-use project in downtown Boston consisting of office and retail space, condominium apartments, a hotel and garage. The development project, which is subject to government approval, is currently projected to cost approximately $630 million, of which the Company is currently projected to invest a total of approximately $20.3 million (of which the Company has invested $14.8 million through February 16, 2007).

REIT Restrictions:
To maintain its qualification as a REIT, the Company must make annual distributions to its stockholders of at least 90 percent of its REIT taxable income, determined without regard to the dividends paid deduction and by excluding net capital gains. Moreover, the Company intends to continue to make regular quarterly distributions to its common stockholders which, based upon current policy, in the aggregate would equal approximately $173.5 million on an annualized basis. However, any such distribution, whether for federal income tax purposes or otherwise, would only be paid out of available cash, including borrowings and other sources, after meeting operating requirements, preferred stock and unit dividends and distributions, and scheduled debt service on the Company’s debt.

Property Lock-Ups:
The Company may not dispose of or distribute certain of its properties, currently comprising 50 properties with an aggregate net book value of approximately $1.3 billion, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the Company’s Board of Directors; David S. Mack, director; Earle I. Mack, a former director; and Mitchell E. Hersh, president, chief executive officer and director), the Robert Martin Group (which includes Robert F. Weinberg, director; Martin S. Berger, a former director; and Timothy M. Jones, former president), the Cali Group (which includes John R. Cali, director, and John J. Cali, a former director) or certain other common unitholders, without the express written consent of a representative of the Mack Group, the Robert Martin Group, the Cali Group or the specific certain other common unitholders, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate Mack Group, Robert Martin Group, Cali Group members or the specific certain other common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”). The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company’s Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property. The Property Lock-Ups expire periodically through 2016. Upon the expiration of the Property Lock-Ups, the Company generally is required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate Mack Group, Robert Martin Group, Cali Group members or the specific certain other common unitholders. 88 of our properties, with an aggregate net book value of approximately $809.0 million, have lapsed restrictions and are subject to these conditions.

55

 

Unencumbered Properties:
As of December 31, 2006, the Company had 236 unencumbered properties, totaling 24.8 million square feet, representing 85.8 percent of the Company’s total portfolio on a square footage basis.

Credit Ratings:
The Company has three investment grade credit ratings. Standard & Poor’s Rating Services (“S&P”) and Fitch, Inc. (“Fitch”) have each assigned their BBB rating to existing and prospective senior unsecured debt of the Operating Partnership. S&P and Fitch have also assigned their BBB- rating to existing and prospective preferred stock offerings of the Company. Moody’s Investors Service (“Moody’s”) has assigned its Baa2 rating to existing and prospective senior unsecured debt of the Operating Partnership and its Baa3 rating to its existing and prospective preferred stock offerings of the Company.


Cash Flows

Cash and cash equivalents increased by $40.8 million to $101.2 million at December 31, 2006, compared to $60.4 million at December 31, 2005. This increase is comprised of the following net cash flow items:

1)  
$235.9 million provided by operating activities.

2)  
$74.2 million provided by investing activities, consisting primarily of the following:
(a)  
$217.8 million used for additions to rental property; minus
(b)  
$163.4 million used for investments in unconsolidated joint ventures; minus
(c)  
$11.9 million used for the purchase of marketable securities; plus
(d)  
$338.5 million received from proceeds from sale of rental properties; plus
(e)  
$78.6 million received from proceeds from the sale of marketable securities; plus
(f)  
$16.3 million received from proceeds from the sale of investment in unconsolidated joint ventures; plus
(g)  
$40 million received from distributions from investments in unconsolidated joint ventures.

 
         3)
$269.3 million used in financing activities, consisting primarily of the following:
(a)  
$983 million from borrowings under the revolving credit facility; minus
(b)  
$200 million from proceeds from the sale of senior unsecured notes; minus
(c)  
$10.4 million from proceeds received from stock options and warrants exercised; plus
(d)  
$1.1 billion used for repayments of borrowings under the Company’s unsecured credit facility; plus
(e)  
$197 million used for payments of dividends and distributions; plus
(f)  
$160.6 million used for repayments of mortgages, loans payable and other obligations.


56

Debt Financing

Summary of Debt:
The following is a breakdown of the Company’s debt between fixed and variable-rate financing as of December 31, 2006:

 
Balance
  
Weighted Average
Weighted Average Maturity
 
($000’s)
% of Total
Interest Rate (a)
in Years
Fixed Rate Unsecured Debt
$1,670,225
77.33%
6.28%
5.29
Fixed Rate Secured Debt and
       
Other Obligations
344,734
15.96%
5.43%
5.11
Variable Rate Unsecured Debt
145,000
6.71%
5.76%
2.90
         
Totals/Weighted Average:
$2,159,959
100.00%
6.11%
5.10

Debt Maturities:
Scheduled principal payments and related weighted average annual interest rates for the Company’s debt as of December 31, 2006 are as follows:

   
Scheduled
  
Principal
      
Weighted Avg.
  
   
Amortization
  
Maturities
  
Total
  
Interest Rate of
  
Period
  
($000’s)
  
($000’s)
  
($000’s)
  
Future Repayments (a)
  
2007
  
$
19,126
  
$
15,152
  
$
34,278
    
5.67
%
2008
    
17,971
    
12,563
    
30,534
    
5.25
%
2009
    
10,100
    
445,000
    
455,100
    
6.89
%
2010
    
2,795
    
334,500
    
337,295
    
5.26
%
2011
    
3,580
    
300,000
    
303,580
    
7.91
%
Thereafter
    
11,685
    
993,091
    
1,004,776
    
5.57
%
Sub-total
    
65,257
    
2,100,306
    
2,165,563
    
6.11
%
Adjustment for unamortized debt
                          
discount/premium, net, as of
                         
December 31, 2006
    
(5,604
)
  
--
    
(5,604
)
  
--
  
                           
Totals/Weighted Average
  
$
59,653
  
$
2,100,306
  
$
2,159,959
    
6.11
%
                           
(a) Actual weighted average LIBOR contract rates relating to the Company’s outstanding debt as of December 31, 2006 of 5.35 percent was used in calculating revolving credit facility.

Senior Unsecured Notes:
On January 24, 2006, the Company issued $100 million face amount of 5.80 percent senior unsecured notes due January 15, 2016 with interest payable semi-annually in arrears, and $100 million face amount of 5.25 percent senior unsecured notes due January 15, 2012 with interest payable semi-annually in arrears. The Company’s total proceeds from the issuances, including accrued interest on the 5.80 percent notes of approximately $200.8 million, were used to reduce outstanding borrowings under the total unsecured facility.

The terms of the Company’s senior unsecured notes (which totaled approximately $1.6 billion as of December 31, 2006) include certain restrictions and covenants which require compliance with financial ratios relating to the maximum amount of debt leverage, the maximum amount of secured indebtedness, the minimum amount of debt service coverage and the maximum amount of unsecured debt as a percent of unsecured assets.

Unsecured Revolving Credit Facility:
The Company has an unsecured revolving credit facility with a borrowing capacity of $600 million (expandable to $800 million). The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) under the unsecured facility is currently LIBOR plus 65 basis points. The facility has a competitive bid feature, which allows the Company to solicit bids from lenders under the facility to borrow up to $300 million at interest rates less than the current LIBOR plus 65 basis point spread. As of December 31, 2006, the Company’s outstanding borrowings carried a weighted

57

average interest rate of LIBOR plus 41 basis points. The Company may also elect an interest rate representing the higher of the lender’s prime rate or the Federal Funds rate plus 50 basis points. The unsecured facility, which also requires a 15 basis point facility fee on the current borrowing capacity payable quarterly in arrears, is scheduled to mature in November 2009 and has an extension option of one year, which would require a payment of 25 basis points of the then borrowing capacity of the facility upon exercise.

The interest rate and the facility fee are subject to adjustment, on a sliding scale, based upon the operating partnership’s unsecured debt ratings. In the event of a change in the Operating Partnership’s unsecured debt rating, the interest and facility fee rates will be adjusted in accordance with the following table:

Operating Partnership’s
Interest Rate -
 
Unsecured Debt Ratings:
Applicable Basis Points
Facility Fee
S&P Moody’s/Fitch (a)
Above LIBOR
Basis Points
No ratings or less than BBB-/Baa3/BBB-
112.5
25.0
BBB-/Baa3/BBB-
80.0
20.0
BBB/Baa2/BBB (current)
65.0
15.0
BBB+/Baa1/BBB+
55.0
15.0
A-/A3/A- or higher
50.0
15.0
     
(a) If the Operating Partnership has debt ratings from two rating agencies, one of which is Standard & Poor’s Rating Services (“S&P”) or Moody’s Investors Service (“Moody’s”), the rates per the above table shall be based on the lower of such ratings. If the Operating Partnership has debt ratings from three rating agencies, one of which is S&P or Moody’s, the rates per the above table shall be based on the lower of the two highest ratings. If the Operating Partnership has debt ratings from only one agency, it will be considered to have no rating or less than BBB-/Baa3/BBB- per the above table.

The terms of the 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 real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), 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 fixed charge coverage, the maximum amount of unsecured indebtedness, the minimum amount of unencumbered property interest coverage and certain investment limitations. The dividend restriction referred to above provides that, except to enable the Company to continue to qualify as a REIT under the Code, the Company will not during any four consecutive fiscal quarters make distributions with respect to common stock or other common equity interests in an aggregate amount in excess of 90 percent of funds from operations (as defined in the facility agreement) for such period, subject to certain other adjustments.

The lending group for the unsecured facility consists of: JPMorgan Chase Bank, N.A., as administrative agent; Bank of America, N. A., as syndication agent; The Bank of Nova Scotia, New York Agency; Wachovia Bank, National Association; and Wells Fargo Bank, National Association, as documentation agents; SunTrust Bank, as senior managing agent; US Bank National Association; Citicorp North America, Inc.; and PNC Bank National Association, as managing agents; and Bank of China, New York Branch; The Bank of New York; Chevy Chase Bank, F.S.B.; The Royal Bank of Scotland, plc; Mizuho Corporate Bank, Ltd.; UFJ Bank Limited, New York Branch; The Governor and Company of the Bank of Ireland; Bank Hapoalim B.M.; Comerica Bank; Chang Hwa Commercial Bank, Ltd., New York Branch; First Commercial Bank, New York Agency; Chiao Tung Bank Co., Ltd., New York Agency; Deutsche Bank Trust Company Americas; and Hua Nan Commercial Bank, New York Agency.

Mortgages, Loans Payable and Other Obligations:
The Company has mortgages, loans payable and other obligations which consist principally of various loans collateralized by certain of the Company’s rental properties. Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only.


58

Debt Strategy:
The Company does not intend to reserve funds to retire the Company’s senior unsecured notes or its mortgages, loans payable and other obligations upon maturity. Instead, the Company will seek to refinance such debt at maturity or retire such debt through the issuance of additional equity or debt securities on or before the applicable maturity dates. If it cannot raise sufficient proceeds to retire the maturing debt, the Company may draw on its revolving credit facility to retire the maturing indebtedness, which would reduce the future availability of funds under such facility. As of February 16, 2007, the Company had $75.0 million of outstanding borrowings under its $600 million unsecured revolving credit facility. The Company is reviewing various refinancing options, including the purchase of its senior unsecured notes in privately-negotiated transactions, the issuance of additional, or exchange of current, unsecured debt, preferred stock, and/or obtaining additional mortgage debt, some or all of which may be completed during 2007. The Company 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 Company’s capital and liquidity needs both in the short and long-term. However, if these sources of funds are insufficient or unavailable, the Company’s ability to make the expected distributions discussed below may be adversely affected.


Equity Financing and Registration Statements

Equity Activity:
The following table presents the changes in the Company’s issued and outstanding shares of Common Stock and the Operating Partnership’s common units since December 31, 2005:

 
Common
Common
  
 
Stock
Units
Total
Outstanding at December 31, 2005
62,019,646
13,650,439
75,670,085
Stock options exercised
352,699
--
352,699
Common units redeemed for Common Stock
475,208
(475,208)
--
Common units redeemed for cash
--
(1)
(1)
Common units issued
--
2,167,053
2,167,053
Shares issued under Dividend Reinvestment
      
and Stock Purchase Plan
5,154
--
5,154
Restricted shares issued, net of cancellations
72,484
--
72,484
 
 
    
Outstanding at December 31, 2006
62,925,191
15,342,283
78,267,474
       

On February 7, 2007, the Company completed an underwritten offer and sale of 4,650,000 shares of its common stock and used the net proceeds, which totaled approximately $252 million (after offering costs), primarily to pay down its outstanding borrowings under the Company’s revolving credit facility and for general corporate purposes.

Share Repurchase Program:
The Company has authorization to repurchase up to $45.5 million of its outstanding common stock, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions.

Shelf Registration Statements:
The Company has an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) for an aggregate amount of $2.0 billion in common stock, preferred stock, depositary shares, and/or warrants of the Company, under which $260.1 million of securities have been sold through February 16, 2007 and $1.7 billion remains available for future issuances.

The Company and the Operating Partnership also have an effective shelf registration statement on Form S-3 filed with the SEC for an aggregate amount of $2.5 billion in common stock, preferred stock, depositary shares and guarantees of the Company and debt securities of the Operating Partnership, under which $600 million of securities have been sold through February 16, 2007 and $1.9 billion remains available for future issuances.

59

Off-Balance Sheet Arrangements

Unconsolidated Joint Venture Debt:
The debt of the Company’s unconsolidated joint ventures aggregating $571.7 million, at December 31, 2006, is non-recourse to the Company except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations. The Company has posted a $7.3 million letter of credit in support of the Harborside South Pier joint venture, $3.6 million of which is indemnified by Hyatt.

The Company’s off-balance sheet arrangements are further discussed in Note 4 to our financial statements filed with this annual report on Form 10-K: Investments in Unconsolidated Joint Ventures to the Financial Statements.


Contractual Obligations

The following table outlines the timing of payment requirements related to the Company’s debt (principal and interest), PILOT agreements, and ground lease agreements as of December 31, 2006 (dollars in thousands):

 
Payments Due by Period
   
Less than 1
1 - 3
4 - 5
6 - 10
After 10
 
Total
year
years
years
years
years
Senior unsecured notes
$2,197,175
$100,494
$490,114
$598,326
$1,008,241
--
Revolving credit facility (1)
169,369
8,355
161,014
--
--
--
Mortgages, loans payable
            
and other obligations
472,847
52,057
72,262
190,734
127,280
$30,514
Payments in lieu of taxes (PILOT)
70,102
4,193
12,680
8,587
23,229
21,413
Operating lease payments
499
412
87
--
--
--
Ground lease payments
37,950
508
1,488
1,002
2,525
32,427
Total
$2,947,942
$166,019
$737,645
$798,649
$1,161,275
$84,354
             
(1) Interest payments assume current revolving credit facility borrowings and interest rates remain at the December 31, 2006 level until maturity.


Other Commitments and Contingencies

Legal Proceedings:
On February 12, 2003, the NJSEA selected The Mills Corporation and the Company to redevelop the Continental Airlines Arena site (“Arena Site”) for mixed uses, including retail. In March 2003, Hartz Mountain Industries, Inc., (“Hartz”), filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin NJSEA from entering into a contract with the Meadowlands Venture for the redevelopment of the Continental Airlines Arena site. In May 2003, the court denied Hartz’s request for an injunction and dismissed its suit for failure to exhaust administrative remedies. In June 2003, the NJSEA held hearings on Hartz’s protest, and on a parallel protest filed by another rejected developer, Westfield, Inc. (“Westfield”). On September 10, 2003, the NJSEA ruled against Hartz’s and Westfield’s protests. Hartz and Westfield, as well as Elliot Braha and three other taxpayers (collectively “Braha”), thereafter filed appeals from the NJSEA’s final decision. By decision dated May 14, 2004, the Appellate Division of the Superior Court of New Jersey rejected the appellants’ contention that the NJSEA lacks statutory authority to allow retail development of its property. The Appellate Division also remanded Hart’s claim under the Open Public Records Acts, seeking disclosure of additional documents from NJSEA, to the Law Division for further proceedings. The Supreme Court of New Jersey declined to review the Appellate Division’s decision. On August 19, 2004, the Law Division issued a decision resolving Hartz’s Open Public Records Act claim and ordered NJSEA to disclose some, but not all, of the documents Hartz was seeking. The Appellate Division, in a decision rendered on November 24, 2004, upheld the findings of the Law Division in the remand proceeding. The Supreme Court of New Jersey declined to review the Appellate Division’s decision. At Hartz’s request, the NJSEA thereafter held further hearings on December 15 and 16, 2004, to review certain additional facts in support of Hartz’s and Westfield’s bid protest. Braha, as a taxpayer, did not have standing to participate in the supplemental protest hearing. On March 4, 2005, the Hearing Officer rendered his Supplemental Report and Recommendation to the NJSEA, finding no merit in the protests presented by Hartz and Westfield. The NJSEA accepted the Hearing Officer’s Supplemental Report and Recommendation on March 30, 2005 and Hartz and Braha have appealed that decision to the Appellate Division.

60

 

In January 2004, Hartz and Westfield also appealed to the Appellate Division of the Superior Court of New Jersey from the NJSEA’s December 2003 approval and execution of the Redevelopment Agreement with the Meadowlands Venture.

In November 2004, Hartz and Westfield filed additional appeals in the Appellate Division challenging NJSEA’s resolution authorizing the execution of the First Amendment to the Redevelopment Agreement with Meadowlands Venture and the ground lease with the Meadowlands Venture.

All of the above appeals were consolidated by the Appellate Division. On August 17, 2006, the Appellate Division issued an opinion affirming NJSEA’s selection of the Meadowlands Venture and rejecting the appellants’ arguments in all respects. On August 28, 2006, Hartz made a motion before the Appellate Division for reconsideration of this decision and for supplementation of the record. That motion was denied, and neither Hartz nor Braha has sought review in the New Jersey Supreme Court. These consolidated appeals are now resolved.

On September 30, 2004, the Borough of Carlstadt filed an action in the Superior Court of New Jersey Law Division, challenging Meadowlands Xanadu, which asserted claims that are substantially the same as claims asserted by Hartz and Braha in the above appeals. By Order dated November 19, 2004, the Law Division transferred that matter to the Superior Court of New Jersey, Appellate Division. This matter was voluntarily dismissed by Carlstadt in accordance with a March 22, 2006, Settlement Agreement and Release between Carlstadt and the Meadowlands Venture.

Several appeals filed by Hartz, the Sierra Club and others, including certain environmental groups, that challenge certain approvals received by the Meadowlands Venture from the NJSEA, the New Jersey Meadowlands Commission (“NJMC”) and the New Jersey Department of Environmental Protection (“NJDEP”) remain pending before the Appellate Division. Some of these appeals challenge NJDEP’s issuance of a stream encroachment permit, waterfront development permit, and coastal zone consistency determination for Meadowlands Xanadu. Other of these appeals are from NJDEP’s and NJMC’s issuance of reports in connection with a consultation process the NJSEA was statutorily required to undertake in connection with any NJSEA-development project.

A Hartz affiliate and a trade association have filed an appeal from an advisory opinion favorable to the Meadowlands Venture issued by the Director of the Division of Alcoholic Beverage Control concerning the availability of special concessionaire permits. That appeal is also pending in the Appellate Division of the Superior Court of New Jersey.

Three separate lawsuits have been filed in the United States District Court for the District of New Jersey, challenging a permit issued by the U.S. Army Corps of Engineers (“USACE”) in connection with the project. The first suit was filed on March 30, 2005, by the Sierra Club, the New Jersey Public Interest Research Group, Citizen Lobby, Inc. and the New Jersey Environmental Federation. Additional suits were filed on May 16 and May 31, 2005, respectively, by Hartz (together with one of its officers as an individually-named plaintiff) and the Borough of Carlstadt. The Sierra Club also filed a motion for a preliminary injunction to stop certain construction activities on the project, which the Court denied on July 6, 2005. On October 26, 2005, the court granted the motions of the Meadowlands Venture and the USACE to dismiss the Hartz complaint for lack of standing. The deadline for appealing that decision has passed, so the Hartz action is ended. On October 31, 2005, the USACE filed a motion to dismiss the complaint filed by the Borough of Carlstadt for lack of standing. On February 7, 2006, the Court granted the motion and dismissed the Borough of Carlstadt’s complaint in its entirety. On March 9, 2006, Carlstadt filed a notice of appeal of this decision to the United States Court of Appeals for the Third Circuit. This appeal has been dismissed pursuant to the Settlement Agreement and Release executed by Carlstadt and the Meadowlands Venture.

On April 5, 2005, the New York Football Giants (“Giants”) filed an emergent application with the Supreme Court of New Jersey, Chancery Division, seeking an injunction stopping all work on the Meadowlands Xanadu project as being in violation of its existing lease with the NJSEA. After hearing oral argument on the application on August 5, 2005, the court denied the Giants’ motion for preliminary injunctive relief. On June 22, 2006, the court entered a Stipulation and Consent Order that dismissed without prejudice the parties’ respective claims.

61

The New Jersey Builders’ Association (“NJBA”) has commenced an action, which is pending in the Appellate Division, alleging that the NJSEA has failed to meet a purported obligation to provide affordable housing at the Meadowlands Complex and seeking, among other relief, an order enjoining the construction of Meadowlands Xanadu. NJBA filed an application for preliminary injunctive relief seeking to enjoin further construction of Meadowlands Xanadu, which the Appellate Division denied on July 28, 2005. The Meadowlands Venture is not a party to that action.

On January 25, 2006, the Bergen Cliff Hawks Baseball Club, LLC (the “Cliff Hawks”), filed a complaint against the Company and Mills, alleging that the Company and Mills breached an agreement to provide the Cliff Hawks with a minor league baseball park as part of the Xanadu Project. This matter is pending.

The Company believes that the Meadowlands Venture’s proposal and the planned project comply with applicable laws, and the Meadowlands Venture intends to continue its vigorous defense of its rights under the Redevelopment Agreement and Ground Lease. Although there can be no assurance, the Company does not believe that the pending lawsuits will have any material affect on its ability to develop the Meadowlands Xanadu project.

There are no other material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company is a party or to which any of the Properties is subject.


Inflation

The Company’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 Company’s exposure to increases in operating costs resulting from inflation.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We consider portions of this information, including the documents incorporated by reference, to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of such act. Such forward-looking statements relate to, without limitation, our future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Among the factors about which we have made assumptions are:

·  
changes in the general economic climate and conditions, including those affecting industries in which our principal tenants operate;

·  
the extent of any tenant bankruptcies or of any early lease terminations;

·  
our ability to lease or re-lease space at current or anticipated rents;

·  
changes in the supply of and demand for office, office/flex and industrial/warehouse properties;

·  
changes in interest rate levels;

·  
changes in operating costs;
   
·  
our ability to obtain adequate insurance, including coverage for terrorist acts;

·  
the availability of financing;

·  
changes in governmental regulation, tax rates and similar matters; and

·  
other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated.
 
 
 
62

 
For further information on factors which could impact us and the statements contained herein, see Item 1A: Risk Factors. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. In pursuing its business plan, the primary market risk to which the Company is exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between the Company’s yield on invested assets and cost of funds and, in turn, its ability to make distributions or payments to its investors.

Approximately $2.0 billion of the Company’s long-term debt bears interest at fixed rates and therefore the fair value of these instruments is affected by changes in 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 debt. The average interest rate on the variable rate debt as of December 31, 2006 was LIBOR plus 41 basis points.

December 31, 2006
                
Debt,
                
including current portion
($’s in thousands)
2007
2008
2009
2010
2011
Thereafter
Total
Fair Value
                 
Fixed Rate
$ 32,967
$29,377
$309,246
$336,398
$302,766
$1,004,205
$2,014,959
$2,033,913
Average Interest Rate
5.67%
5.25%
7.41%
5.26%
7.91%
5.57%
6.14%
  
                 
Variable Rate
    
$145,000
      
$ 145,000
$ 145,000

While the Company has not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in losses to the Company which could adversely affect its operating results and liquidity.


63


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is contained in the Consolidated Financial Statements, together with the notes to the Consolidated Financial Statements and the report of independent registered public accounting firm.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.


ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company's chief executive officer and chief financial officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting.  Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company’s chief executive officer and chief financial officer, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has established and maintained policies and procedures designed to maintain the adequacy of the Company’s internal control over financial reporting, and includes those policies and procedures that: 

 
(1)
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
 
(2)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 
(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 based on the criteria established in a report entitled Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, the Company’s management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2006.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

64

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes In Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


ITEM 9B.      OTHER INFORMATION

Not Applicable.


PART III

ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on May 23, 2007, and is incorporated herein by reference.


ITEM 11.      EXECUTIVE COMPENSATION

The information required by Item 11 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on May 23, 2007, and is incorporated herein by reference.


ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on May 23, 2007, and is incorporated herein by reference.


ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on May 23, 2007, and is incorporated herein by reference.


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 will be set forth in the Company’s definitive proxy statement for its annual meeting of shareholders expected to be held on May 23, 2007, and is incorporated herein by reference.



65

PART IV


ITEM 15.      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a) 1.
Financial Statements and Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2006 and 2005

Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

(a) 2. Financial Statement Schedules

Schedule III - Real Estate Investments and Accumulated Depreciation as of December 31, 2006

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 exhibits required by this item are set forth on the Exhibit Index attached hereto.

66


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To Board of Directors and Shareholders
of Mack-Cali Realty Corporation:


We have completed integrated audits of Mack-Cali Realty Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Mack-Cali Realty Corporation and its subsidiaries (collectively, the “Company”) at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) 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 Company’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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

67



A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ PricewaterhouseCoopers LLP
New York, New York
February 21, 2007


68


MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts)

   
December 31,
  
ASSETS
  
2006
  
2005
  
Rental property
          
Land and leasehold interests
  
$
659,169
  
$
637,653
  
Buildings and improvements
    
3,549,699
    
3,539,003
  
Tenant improvements
    
356,495
    
307,664
  
Furniture, fixtures and equipment
    
8,224
    
7,432
  
     
4,573,587
    
4,491,752
  
Less - accumulated depreciation and amortization
    
(796,793
)
  
(722,980
)
Net investment in rental property
    
3,776,794
    
3,768,772
  
Cash and cash equivalents
    
101,223
    
60,397
  
Marketable securities available for sale at fair value
    
--
    
50,847
  
Investments in unconsolidated joint ventures
    
160,301
    
62,138
  
Unbilled rents receivable, net
    
100,847
    
92,692
  
Deferred charges and other assets, net
    
240,637
    
197,634
  
Restricted cash
    
15,448
    
9,221
  
Accounts receivable, net of allowance for doubtful accounts
              
of $1,260 and $1,088
    
27,639
    
5,801
  
               
Total assets
  
$
4,422,889
  
$
4,247,502
  
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
              
Senior unsecured notes
 
$
1,631,482
  
$
1,430,509
  
Revolving credit facilities
    
145,000
    
227,000
  
Mortgages, loans payable and other obligations
    
383,477
    
468,672
  
Dividends and distributions payable
    
50,591
    
48,178
  
Accounts payable, accrued expenses and other liabilities
    
122,134
    
85,481
  
Rents received in advance and security deposits
    
45,972
    
47,685
  
Accrued interest payable
    
34,106
    
27,871
  
Total liabilities
    
2,412,762
    
2,335,396
  
               
Minority interests:
              
Operating Partnership
    
480,103
    
400,819
  
Consolidated joint ventures
    
2,117
    
--
  
               
Total minority interests
    
482,220
    
400,819
  
               
Commitments and contingencies
              
               
Stockholders’ equity:
              
Preferred stock, $0.01 par value, 5,000,000 shares authorized, 10,000
              
and 10,000 shares outstanding, at liquidation preference
    
25,000
    
25,000
  
Common stock, $0.01 par value, 190,000,000 shares authorized,
              
62,925,191 and 62,019,646 shares outstanding
    
629
    
620
  
Additional paid-in capital
    
1,708,053
    
1,682,141
  
Unamortized stock compensation
    
--
    
(6,105
)
Dividends in excess of net earnings
    
(205,775
)
  
(189,579
)
Accumulated other comprehensive loss
    
--
    
(790
)
Total stockholders’ equity
    
1,527,907
    
1,511,287
  
               
Total liabilities and stockholders’ equity
  
$
4,422,889
  
$
4,247,502
  
               
               
The accompanying notes are an integral part of these consolidated financial statements.


69


MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)

   
Year Ended December 31,
  
REVENUES
  
2006
  
2005
  
2004
  
Base rents
  
$
544,870
  
$
508,227
  
$
464,303
  
Escalations and recoveries from tenants
    
91,044
    
77,900
    
60,492
  
Construction services
    
56,225
    
--
    
--
  
Real estate services
    
31,045
    
2,917
    
4,494
  
Other income
    
17,125
    
11,087
    
7,950
  
Total revenues
    
740,309
    
600,131
    
537,239
  
                     
EXPENSES
                    
Real estate taxes
   
86,612
    
77,252
    
64,036
  
Utilities
    
60,487
    
52,401
    
38,456
  
Operating services
    
91,013
    
80,820
    
68,322
  
Direct construction costs
    
53,602
    
--
    
--
  
Real estate services salaries, wages and other costs
    
18,600
    
--
    
--
  
General and administrative
    
49,077
    
32,441
    
31,324
  
Depreciation and amortization
    
160,859
    
143,593
    
117,097
  
Total expenses
    
520,250
    
386,507
    
319,235
  
Operating Income
    
220,059
    
213,624
    
218,004
  
                     
OTHER (EXPENSE) INCOME
                    
Interest expense
    
(136,357
)
  
(119,337
)
  
(109,649
)
Interest and other investment income
    
3,054
    
856
    
1,367
  
Equity in earnings (loss) of unconsolidated joint ventures
    
(5,556
)
  
248
    
(3,886
)
Minority interest in consolidated joint ventures
    
218
    
(74
)
  
--
  
Gain on sale of investment in marketable securities
    
15,060
    
--
        
Gain on sale of investment in unconsolidated joint ventures
    
10,831
    
35
    
720
  
Gain/(loss) on sale of land and other assets
    
(416
)
  
--
    
--
  
Total other (expense) income
    
(113,166
)
  
(118,272
)
  
(111,448
)
Income from continuing operations before minority interest
                    
in Operating Partnership
    
106,893
    
95,352
    
106,556
  
Minority interest in Operating Partnership
    
(20,533
)
  
(18,758
)
  
(25,776
)
Income from continuing operations
    
86,360
    
76,594
    
80,780
  
Discontinued operations (net of minority interest):
                    
Income from discontinued operations
    
10,591
    
14,468
    
22,292
  
Realized gains (losses) and unrealized losses
                    
on disposition of rental property, net
    
47,715
    
4,426
    
(619
)
Total discontinued operations, net
    
58,306
    
18,894
    
21,673
  
Net income
    
144,666
    
95,488
    
102,453
  
Preferred stock dividends
    
(2,000
)
  
(2,000
)
  
(2,000
)
Net income available to common shareholders
  
$
142,666
  
$
93,488
  
$
100,453
  
                     
Basic earnings per common share:
                    
Income from continuing operations
  
$
1.35
  
$
1.21
  
$
1.30
  
Discontinued operations
    
0.94
    
0.31
    
0.36
  
Net income available to common shareholders
  
$
2.29
  
$
1.52
  
$
1.66
  
                     
Diluted earnings per common share:
                    
Income from continuing operations
  
$
1.35
  
$
1.20
  
$
1.29
  
Discontinued operations
    
0.93
    
0.31
    
0.36
  
Net income available to common shareholders
  
$
2.28
  
$
1.51
  
$
1.65
  
                     
Dividends declared per common share
  
$
2.54
  
$
2.52
  
$
2.52
  
                     
Basic weighted average shares outstanding
    
62,237
    
61,477
    
60,351
  
                     
Diluted weighted average shares outstanding
    
77,901
    
74,189
    
68,743
  
                     
                     
The accompanying notes are an integral part of these consolidated financial statements.


70


MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands)


                                   
                       
Accumulated
          
           
Additional
  
Unamortized
  
Dividends in
  
Other
  
Total
      
   
Preferred Stock
  
Common Stock
  
Paid-In
  
Stock
  
Excess of
  
Comprehensive
  
Stockholders’
  
Comprehensive
  
   
Shares
  
Amount
  
Shares
  
Par Value
  
Capital
  
Compensation
  
Net Earnings
  
Income (Loss)
  
Equity
  
Income
  
Balance at January 1, 2004
    
10
  
$
25,000
    
59,420
  
$
594
  
$
1,597,785
  
$
(7,170
)
$
(74,721
)
  
--
  
$
1,541,488
    
--
  
Net income
    
--
    
--
    
--
    
--
    
--
    
--
    
102,453
    
--
    
102,453
  
$
102,453
  
Preferred stock dividends
    
--
    
--
    
--
    
--
    
--
    
--
    
(2,000
)
  
--
    
(2,000
)
  
--
  
Common stock dividends
    
--
    
--
    
--
    
--
    
--
    
--
    
(153,097
)
  
--
    
(153,097
)
  
--
  
Redemption of common units
                                                              
for common stock
    
--
    
--
    
179
    
2
    
4,642
    
--
    
--
    
--
    
4,644
    
--
  
Shares issued under Dividend
                                                              
Reinvestment and Stock
                                                             
Purchase Plan
    
--
    
--
    
12
    
--
    
481
    
--
    
--
    
--
    
481
    
--
  
Stock options exercised
    
--
    
--
    
1,251
    
13
    
40,507
    
--
    
--
    
--
    
40,520
    
--
  
Stock warrants exercised
    
--
    
--
    
149
    
1
    
4,924
    
--
    
--
    
--
    
4,925
    
--
  
Stock options expense
    
--
    
--
    
--
    
--
    
415
    
--
    
--
    
--
    
415
    
--
  
Directors Deferred comp. plan
    
--
    
--
    
--
    
--
    
265
    
--
    
--
    
--
    
265
    
--
  
Issuance of restricted stock
   
--
    
--
    
47
    
--
    
2,106
    
(578
)
  
--
    
--
    
1,528
    
--
  
Amortization of stock comp.
    
--
    
--
    
--
    
--
    
--
    
3,489
    
--
    
--
    
3,489
    
--
  
Adj. to fair value of
                                                              
restricted stock
    
--
    
--
    
--
    
--
    
284
    
(284
)
  
--
    
--
    
--
    
--
  
Cancellation of restricted stock
    
--
    
--
    
(19
)
  
--
    
(575
)
  
575
    
--
    
--
    
--
    
--
  
Balance at December 31, 2004
    
10
  
$
25,000
    
61,039
  
$
610
  
$
1,650,834
  
$
(3,968
)
$
(127,365
)
  
--
  
$
1,545,111
  
$
102,453
  
Net income
    
--
    
--
    
--
    
--
    
--
    
--
    
95,488
    
--
    
95,488
    
95,488
  
Preferred stock dividends
    
--
    
--
    
--
    
--
    
--
    
--
    
(2,000
)
  
--
    
(2,000
)
  
--
  
Common stock dividends
    
--
    
--
    
--
    
--
    
--
    
--
    
(155,702
)
  
--
    
(155,702
)
  
--
  
Redemption of common units
                                                              
for common stock
    
--
    
--
    
235
    
2
    
6,788
    
--
    
--
    
--
    
6,790
    
--
  
Shares issued under Dividend
                                                              
Reinvestment and Stock
                                                             
Purchase Plan
    
--
    
--
    
9
    
--
    
390
    
--
    
--
    
--
    
390
    
--
  
Stock options exercised
    
--
    
--
    
574
    
6
    
16,597
    
--
    
--
    
--
    
16,603
    
--
  
Stock options expense
    
--
    
--
    
--
    
--
    
448
    
--
    
--
    
--
    
448
    
--
  
Comprehensive Loss:
                                                              
Unrealized holding loss
                                                             
on marketable securities
                                                              
available for sale
    
--
    
--
    
--
    
--
    
--
    
--
    
--
    
(790
)
  
(790
)
  
(790
)
Directors Deferred comp. plan
    
--
    
--
    
5
    
--
    
288
    
--
    
--
    
--
    
288
    
--
  
Issuance of restricted stock
   
--
    
--
    
166
    
2
    
7,189
    
(7,191
)
  
--
    
--
    
--
    
--
  
Amortization of stock comp.
    
--
    
--
    
--
    
--
    
--
    
4,661
    
--
    
--
    
4,661
    
--
  
Adj. to fair value of
                                                              
restricted stock
    
--
    
--
    
--
    
--
    
(37
)
  
37
    
--
    
--
    
--
    
--
  
Cancellation of restricted stock
    
--
    
--
    
(8
)
  
--
    
(356
)
  
356
    
--
    
--
    
--
    
--
  
Balance at December 31, 2005
    
10
  
$
25,000
    
62,020
  
$
620
  
$
1,682,141
  
$
(6,105
)
$
(189,579
)
$
(790
)
$
1,511,287
  
$
94,698
  
Reclassification upon the
                                                             
adoption of FASB No. 123(R)
    
--
    
--
    
--
    
--
    
(6,105
)
  
6,105
    
--
    
--
    
--
    
--
  
Net income
    
--
    
--
    
--
    
--
    
--
    
--
    
144,666
    
--
    
144,666
    
144,666
  
Preferred stock dividends
    
--
    
--
    
--
    
--
    
--
    
--
    
(2,000
)
  
--
    
(2,000
)
  
--
  
Common stock dividends
    
--
    
--
    
--
    
--
    
--
    
--
    
(158,862
)
  
--
    
(158,862
)
  
--
  
Redemption of common units
                                                              
for common stock
    
--
    
--
    
475
    
5
    
14,669
    
--
    
--
    
--
    
14,674
    
--
  
Shares issued under Dividend
                                                              
Reinvestment and Stock
                                                             
Purchase Plan
    
--
    
--
    
5
    
--
    
244
    
--
    
--
    
--
    
244
    
--
  
Stock options exercised
    
--
    
--
    
353
    
3
    
10,442
    
--
    
--
    
--
    
10,445
    
--
  
Stock options expense
    
--
    
--
    
--
    
--
    
465
    
--
    
--
    
--
    
465
    
--
  
Comprehensive Gain:
                                                              
Unrealized holding gain
                                                              
on marketable securities
                                                              
available for sale
    
--
    
--
    
--
    
--
    
--
    
--
    
--
    
15,850
    
15,850
    
15,850
  
Directors Deferred comp. plan
    
--
    
--
    
--
    
--
    
302
    
--
    
--
    
--
    
302
    
--
  
Issuance of restricted stock
   
--
    
--
    
81
    
1
    
--
    
--
    
--
    
--
    
1
    
--
  
Amortization of stock comp.
    
--
    
--
    
--
    
--
    
5,895
    
--
    
--
    
--
    
5,895
    
--
  
Cancellation of restricted stock
    
--
    
--
    
(9
)
  
--
    
--
    
--
    
--
    
--
    
--
    
--
  
Reclassification adjustment
                                                              
for realized gain included
                                                              
in net income
    
--
    
--
    
--
    
--
    
--
    
--
    
--
    
(15,060
)
  
(15,060
)
  
(15,060)--
  
Balance at December 31, 2006
    
10
  
$
25,000
    
62,925
  
$
629
  
$
1,708,053
  
$
--
  
$
(205,775
)
$
--
  
$
1,527,907
  
$
145,456
  


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


71


MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

   
Year Ended December 31,
  
CASH FLOWS FROM OPERATING ACTIVITIES
  
2006
  
2005
  
2004
  
Net income
  
$
144,666
  
$
95,488
  
$
102,453
  
Adjustments to reconcile net income to net cash provided by
                    
Operating activities:
                    
Depreciation and amortization
    
160,859
    
143,593
    
117,097
  
Depreciation and amortization on discontinued operations
    
7,090
    
12,506
    
15,477
  
Stock options expense
    
465
    
448
    
415
  
Amortization of stock compensation
    
5,895
    
4,661
    
3,489
  
Amortization of deferred financing costs and debt discount
    
3,157
    
3,271
    
4,163
  
Equity in earnings of unconsolidated joint venture, net
    
5,556
    
(248
)
  
3,886
  
Gain on sale of investment in unconsolidated joint ventures
    
(10,831
)
  
(35
)
  
(720
)
Gain on sale of marketable securities available for sale
    
(15,060
)
  
--
    
--
  
Loss on sale of land and other assets
    
416
    
--
    
--
  
(Realized gains) unrealized losses on disposition of rental property
                    
(net of minority interest)
    
(47,715
)
  
(4,426
)
  
619
  
Distributions of cumulative earnings from unconsolidated joint ventures
    
2,302
    
--
    
--
  
Minority interest in Operating Partnership
    
20,533
    
18,758
    
25,776
  
Minority interest in consolidated joint ventures
    
(218
)
  
74
    
--
  
Minority interest in income from discontinued operations
    
2,603
    
2,777
    
2,869
  
Changes in operating assets and liabilities:
                    
Increase in unbilled rents receivable, net
    
(15,989
)
  
(13,283
)
  
(11,230
)
Increase in deferred charges and other assets, net
    
(40,084
)
  
(40,566
)
  
(48,306
)
Decrease (increase) in accounts receivable, net
    
3,162
    
(1,237
)
  
(106
)
Increase in accounts payable, accrued expenses and
   
4,598
    
15,674
    
15,579
  
other liabilities
                    
(Decrease) increase in rents received in advance and security deposits
    
(1,713
)
  
(253
)
  
7,839
  
Increase (decrease) in accrued interest payable
    
6,235
    
5,727
    
(860
)
                     
Net cash provided by operating activities
  
$
235,927
  
$
242,929
  
$
238,440
  
                     
CASH FLOWS FROM INVESTING ACTIVITIES
                    
Additions to rental property, related intangibles and service companies
  
$
(217,804
)
$
(451,335
)
$
(200,033
)
Repayment of mortgage note receivable
    
150
    
81
    
850
  
Investment in unconsolidated joint ventures
    
(163,428
)
  
(17,788
)
  
(27,945
)
Distributions from unconsolidated joint ventures
    
39,982
    
--
    
25,942
  
Proceeds from sale of investment in unconsolidated joint venture
    
16,324
    
2,676
    
720
  
Acquisition of minority interest in consolidated joint venture
    
--
    
(7,713
)
  
--
  
Proceeds from sales of rental property and service company
    
338,546
    
102,980
    
110,141
  
Purchase of marketable securities available for sale
    
(11,912
)
  
(51,637
)
  
--
  
Proceeds from sale of marketable securities available for sale
    
78,609
    
--
    
--
  
Funding of note receivable
    
--
    
--
    
(13,042
)
(Increase) decrease in restricted cash
    
(6,227
)
  
1,256
    
(2,388
)
                     
Net cash provided by (used in) investing activities
  
$
74,240
  
$
(421,480
)
$
(105,755
)
                     
CASH FLOW FROM FINANCING ACTIVITIES
                    
Proceeds from senior unsecured notes
  
$
199,914
  
$
398,480
  
$
202,363
  
Borrowings from revolving credit facility
    
983,250
    
1,041,560
    
612,475
  
Proceeds from mortgages
    
--
    
58,500
    
--
  
Repayment of senior unsecured notes
    
--
    
--
    
(300,000
)
Repayment of revolving credit facility
    
(1,104,643
)
  
(921,560
)
  
(505,475
)
Repayment of mortgages, loans payable and other obligations
    
(160,626
)
  
(169,935
)
  
(58,553
)
Payment of financing costs
    
(646
)
  
(5,071
)
  
(5,648
)
Proceeds from stock options exercised
    
10,445
    
16,603
    
40,520
  
Proceeds from stock warrants exercised
    
--
    
--
    
4,925
  
Payment of dividends and distributions
    
(197,035
)
  
(191,899
)
  
(189,397
)
                     
Net cash (used in) provided by financing activities
  
$
(269,341
)
$
226,678
  
$
(198,790
)
                     
Net increase (decrease) in cash and cash equivalents
  
$
40,826
  
$
48,127
  
$
(66,105
)
Cash and cash equivalents, beginning of period
    
60,397
    
12,270
    
78,375
  
                     
Cash and cash equivalents, end of period
  
$
101,223
  
$
60,397
  
$
12,270
  
                     
                     
The accompanying notes are an integral part of these consolidated financial statements.


72


MACK-CALI REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  
ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION
Mack-Cali Realty Corporation, a Maryland corporation, together with its subsidiaries (collectively, the “Company”), is a fully-integrated, self-administered, self-managed real estate investment trust (“REIT”) providing leasing, management, acquisition, development, construction and tenant-related services for its properties. As of December 31, 2006, the Company owned or had interests in 300 properties plus developable land (collectively, the “Properties”). The Properties aggregate approximately 34.3 million square feet, which are comprised of 289 buildings, primarily office and office/flex buildings totaling approximately 33.9 million square feet (which include 44 buildings, primarily office buildings aggregating approximately 5.4 million square feet owned by unconsolidated joint ventures in which the Company has investment interests), six industrial/warehouse buildings totaling approximately 387,400 square feet, two retail properties totaling approximately 17,300 square feet, one hotel (which is owned by an unconsolidated joint venture in which the Company has an investment interest) and two parcels of land leased to others. The Properties are located in seven states, primarily in the Northeast, plus the District of Columbia.

BASIS OF PRESENTATION
The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of Mack-Cali Realty, L.P. (the “Operating Partnership”) and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any. See Note 2: Significant Accounting Policies - Investments in Unconsolidated Joint Ventures, Net for the Company’s treatment of unconsolidated joint venture interests. Intercompany accounts and transactions have been eliminated.

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.

Certain reclassifications have been made to prior period amounts in order to conform with current period presentation.


2.  
SIGNIFICANT ACCOUNTING POLICIES

Rental
Property
Rental properties are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. Included in total rental property is construction and development in-progress of $116,151,000 and $118,815,000 (including land of $63,136,000 and $58,883,000) as of December 31, 2006 and 2005, respectively. 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.

The Company considers a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity (as distinguished from activities such as routine maintenance and cleanup). If portions of a rental project are substantially completed and occupied by tenants, or held available for occupancy, and other portions have not yet reached that stage, the substantially completed portions are accounted for as a separate project. The Company allocates costs incurred between the portions under construction and the portions substantially completed and held available for occupancy, and capitalizes only those costs associated with the portion under construction.

73

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

 
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
  

Upon acquisition of rental property, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Company allocates the purchase price to the assets acquired and liabilities assumed based on their relative fair values. In estimating the fair value of the tangible and intangible assets acquired, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Above-market and below-market lease values for acquired properties are recorded based on the present value, (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases.

Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s real estate properties held for use 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 is less than the carrying value of the property. To the extent 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. The Company’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved. Management does not believe that the value of any of the Company’s rental properties is impaired.

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Rental Property
Held for Sale and
Discontinued
Operations
When assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management’s opinion, the net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented. See Note 7: Discontinued Operations.

                                            If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at  
                                            the  lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the
                                            subsequent decision not to sell.

Investments in
Unconsolidated
Joint Ventures, Net
The Company accounts for its investments in unconsolidated joint ventures for which Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46”) does not apply under the equity method of accounting as the Company 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 and cash contributions and distributions.

 
FIN 46 provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIE (the “primary beneficiary”). Generally, FIN 46 applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The Company has evaluated its joint ventures with regards to FIN 46. The adoption and application of FIN 46 and FIN 46R has not had a material impact on the Company’s consolidated financial statements.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. Management does not believe that the value of any of the Company’s investments in unconsolidated joint ventures is impaired. See Note 4: Investments in Unconsolidated Joint Ventures.

Cash and Cash
Equivalents
All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

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Marketable
Securities
The Company classifies its marketable securities among three categories: Held-to-maturity, trading and available-for-sale. Unrealized holding gains and losses relating to available-for-sale securities are excluded from earnings and reported as other comprehensive income (loss) in stockholders’ equity until realized. A decline in the market value of any marketable security below cost that is deemed to be other than temporary results in a reduction in the carrying amount to fair value. Any impairment would be charged to earnings and a new cost basis for the security established.

The Company’s marketable securities at December 31, 2005 carried a value of $50.8 million and consisted of 1,468,300 shares of common stock in CarrAmerica Realty Corporation, which were all acquired in 2005. The Company’s marketable securities at December 31, 2005 were all classified as available-for-sale and were carried at fair value based on quoted market prices. The Company recorded an unrealized holding loss of $790,000 as other comprehensive loss in 2005. From January 1, 2006 through January 25, 2006, the Company purchased an additional 336,500 shares of common stock in CarrAmerica for a total purchase price of $11.9 million.

The Company received dividend income of approximately $902,000 from its holdings in CarrAmerica stock during the three months ended March 31, 2006, which is included in interest and other investment income. During the three months ended March 31, 2006, the Company sold all of its 1,804,800 shares of CarrAmerica common stock realizing a gain of approximately $15.1 million.

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 $3,157,000, $3,271,000 and $4,163,000 for the years ended December 31, 2006, 2005 and 2004, 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 of the Company are compensated for providing leasing services to the Properties. The portion of such compensation, which is capitalized and amortized, approximated $3,749,000, $3,855,000 and $3,907,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

Derivative
Instruments
The Company measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

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. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term

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            of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases. The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases. Escalations and recoveries from tenants 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: Tenant Leases. Construction services revenue includes fees earned and reimbursements received by the Company for providing construction management and general contractor services to clients. Construction services revenue is recognized on the percentage of completion method. Using this method, profits are recorded on the basis of estimates of the overall profit and percentage of completion of individual contracts. A portion of the estimated profits is accrued based upon estimates of the percentage of completion of the construction contract. This revenue recognition method involves inherent risks relating to profit and cost estimates. Real estate services revenue includes property management, facilities management, leasing commission fees and other services, and payroll and related costs reimbursed from clients. Other income includes income from parking spaces leased to tenants, income from tenants for additional services arranged for by the Company and income from tenants for early lease terminations.

Allowance for
Doubtful Accounts
Management periodically performs a detailed review of amounts due from tenants to determine if accounts receivable balances are impaired based on factors affecting the collectibility of those balances. Management’s estimate of the allowance for doubtful accounts requires management to exercise significant judgment about the timing, frequency and severity of collection losses, which affects the allowance and net income.

Income and
Other Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company generally will not be subject to corporate federal income tax (including alternative minimum tax) on net income that it currently distributes to its shareholders, provided that the Company satisfies certain organizational and operational requirements including the requirement to distribute at least 90 percent of its REIT taxable income to its shareholders. The Company has elected to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (each a “TRS”). In general, a TRS of the Company may perform additional services for tenants of the Company and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or lodging facilities or the providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes.

Earnings
Per Share
The Company presents both basic and diluted earnings per share (“EPS”). Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount.

Dividends and
Distributions
Payable
The dividends and distributions payable at December 31, 2006 represents dividends payable to preferred shareholders (10,000 shares) and common shareholders (62,925,271 shares), and distributions payable to minority interest common unitholders of the Operating Partnership

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                       (15,342,283 common units) for all such holders of record as of January 4, 2007 with respect to the fourth quarter 2006. The fourth quarter 2006 preferred stock dividends of $50.00 per share, common stock dividends and common unit distributions of $0.64 per common share and unit were approved by the Board of Directors on December 5, 2006. The common stock dividends and common unit distributions payable were paid on January 12, 2007. The preferred stock dividends payable were paid on January 16, 2007.

The dividends and distributions payable at December 31, 2005 represents dividends payable to preferred shareholders (10,000 shares) and common shareholders (62,028,306 shares), and distributions payable to minority interest common unitholders of the Operating Partnership (13,650,439 common units) for all such holders of record as of January 5, 2006 with respect to the fourth quarter 2005. The fourth quarter 2005 preferred stock dividends of $50.00 per share, common stock dividends and common unit distributions of $0.63 per common share and unit were approved by the Board of Directors on December 6, 2005. The common stock dividends and common unit distributions payable were paid on January 13, 2006. The preferred stock dividends payable were paid on January 17, 2006.

The Company has determined that the $2.53 dividend per common share paid during the year ended December 31, 2006 represented approximately 81 percent ordinary income and approximately 19 percent capital gain to its stockholders; the $2.52 dividend per common share paid during the year ended December 31, 2005 represented 100 percent ordinary income to its stockholders; and the $2.52 dividend per common share paid during the year ended December 31, 2004 represented approximately 91 percent ordinary income and approximately 9 percent capital gain to its stockholders.

Costs Incurred
For Preferred
Stock Issuances
Costs incurred in connection with the Company’s preferred stock issuances are reflected as a reduction of additional paid-in capital.

Stock
Compensation
The Company accounts for stock options and restricted stock awards granted prior to 2002 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 for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the exercise price of the option granted. Compensation cost for stock options is recognized ratably over the vesting period. The Company’s policy is to grant options with an exercise price equal to the quoted closing market price of the Company’s stock on the business day preceding the grant date. Accordingly, no compensation cost has been recognized under the Company’s stock option plans for the granting of stock options made prior to 2002. Restricted stock awards granted prior to 2002 are valued at the vesting dates of such awards with compensation cost for such awards recognized ratably over the vesting period.

In 2002, the Company adopted the provisions of FASB No. 123, and in 2006, the Company adopted the provisions of FASB No. 123(R), which did not have a material effect on the Company’s financial position and results of operations. These provisions require that the estimated fair value of restricted stock (“Restricted Stock Awards”) and stock options at the grant date be amortized ratably into expense over the appropriate vesting period. For the years ended December 31, 2006, 2005 and 2004, the Company recorded restricted stock and stock options expense of $6,360,000, $5,109,000 and $5,432,000, respectively. FASB No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, was issued in December 2002 and amends FASB No. 123, Accounting for Stock Based Compensation. FASB No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock based compensation. In addition, this Statement amends the disclosure requirements of FASB No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. FASB No. 148 disclosure requirements are presented below:

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The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested stock awards in each period: (dollars in thousands)

   
Year Ended December 31,
  
   
2005
  
2004
  
Net income, as reported
  
$
95,488
  
$
102,453
  
Add:     Stock-based compensation expense included in reported
              
net income (net of minority interest)
    
4,260
    
4,813
  
Deduct: Total stock-based compensation expense determined
             
under fair value based method for all awards
    
(5,391
)
  
(6,308
)
Add:    Minority interest on stock-based compensation expense
              
under fair value based method
    
896
    
719
  
Pro forma net income
    
95,253
    
101,677
  
Deduct: Preferred stock dividends
    
(2,000
)
  
(2,000
)
Pro forma net income available to common shareholders - basic
  
$
93,253
  
$
99,677
  
               
Earnings Per Share:
              
Basic - as reported
  
$
1.52
  
$
1.66
  
Basic - pro forma
  
$
1.52
  
$
1.65
  
               
Diluted - as reported
  
$
1.51
  
$
1.65
  
Diluted - pro forma
  
$
1.51
  
$
1.64
  

Other
Comprehensive
Income
Other comprehensive income (loss) includes items that are recorded in equity, such as unrealized holding gains or losses on marketable securities available for sale.


3.  
REAL ESTATE TRANSACTIONS

Gale/Green Transactions
On May 9, 2006, the Company completed the acquisitions of: (i) The Gale Company and certain of its related businesses, which engage in construction, property management, facilities management, and leasing services (collectively, the “Gale Company”); (ii) three office properties; and (iii) indirect interests in a portfolio of office properties, located primarily in New Jersey, which were owned indirectly by The Gale Company and its affiliates (“Gale”) and affiliates of SL Green Realty Corp. (“SL Green”). The agreements (“Gale/Green Agreements”) to complete the aforementioned acquisitions (collectively, the “Gale/Green Transactions”) required that the Company complete all of the acquisitions. Simultaneous with the completion of the Gale/Green Transactions, The Gale Company’s President, Mark Yeager, was named an executive vice president of the Company.

Under the Gale/Green Agreements, the Company acquired 100 percent of the ownership interests in three office properties located in New Jersey, aggregating 518,257 square feet (the “Wholly-Owned Properties”).

Also, as part of the Gale/Green Agreements, the Company entered into a joint venture with an entity controlled by SL Green (in which Stanley C. Gale has an interest), known as Mack-Green-Gale LLC (“Mack-Green”), to hold an approximate 96 percent interest and act as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OP LP”). The OP LP owns 100 percent of entities which own 25 office properties (collectively, the“OP LP Properties”) which aggregate 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan), as well as a minor, non-controlling interest in four office properties aggregating 419,000 square feet located in Naperville, Illinois.

Mr. Gale has agreed to pay Mark Yeager, an executive officer of the Company, 49 percent of any payments he receives on account of Mr. Gale’s interest with SL Green in Mack-Green.

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The Gale Company, the Wholly-Owned Properties, and the interest in Mack-Green were acquired by the Company for a total initial acquisition cost of approximately $245 million consisting of: (i) the issuance by the Company of 224,719 common units of the Operating Partnership; (ii) the payment of a total of approximately $194 million in cash, which was primarily funded through borrowing under the Company’s revolving credit facility; and (iii) the assumption of $39.9 million in existing mortgage indebtedness on two of the Wholly-Owned Properties. Mr. Gale has agreed to transfer to Mark Yeager 33,700 of his common units of the Operating Partnership on April 30, 2009, provided that Mr. Yeager’s employment with the Company has not been terminated involuntarily without cause (“Employment Continuation”) prior to such date. Additionally, the agreement to acquire the Gale Company (“Gale Agreement”) contains earn-out provisions providing for the payment of contingent purchase consideration of up to $18 million in cash based upon the achievement of Gross Income and NOI (as such terms are defined in the Gale Agreement) targets and other events for The Gale Company for the three years following the closing date.

Mr. Gale has agreed to pay to Mr. Yeager 49 percent of all amounts he receives pursuant to the Gale Agreement earn-out provisions, subject to certain conditions including Mr. Yeager’s Employment Continuation.

The Company has not yet obtained all the information necessary to finalize its estimates to complete the purchase price allocations related to the Gale/Green Transactions. The purchase price allocations will be finalized once the information identified by the Company has been received, which should not be longer than one year from the date of acquisition.

In addition, the Gale Agreement provides for the Company to acquire certain other ownership interests in up to 11 real estate projects (the “Non-Portfolio Properties”), subject to obtaining certain third party consents and the satisfaction of various project-related and/or other conditions. Each of the Company’s acquired interests in the Non-Portfolio Properties will provide for the initial distributions of net cash flow solely to the Company, and thereafter an affiliate of Mr. Gale (“Gale Affiliate”) has participation rights (“Gale Participation Rights”) in 50 percent of the excess net cash flow remaining after the distribution to the Company of the aggregate amount equal to the sum of: (a) the Company’s capital contributions, plus (b) an internal rate of return (“IRR”) of 10 percent per annum, accruing on the date or dates of the Company’s investments.

Mr. Gale has agreed to pay to Mr. Yeager 49 percent of any payments he receives with respect to the Gale Participation Rights, subject to adjustments for payments Mr. Yeager receives from his direct interests in such rights and subject to, in certain cases, Mr. Yeager’s Employment Continuation. Mr. Gale has also agreed to pay to Mr. Yeager 49 percent of the distributions he receives with respect to Mr. Gale’s interest in certain land located in Florham Park, New Jersey, which is one of the Non-Portfolio Properties not yet acquired by the Company. Such distribution may include the amounts Mr. Gale receives from the conveyance of his interest in the Florham Park land to the Company.

With respect to the arrangements between Mr. Gale and Mr. Yeager regarding the Gale Agreement earn-out provisions and the Florham Park land, they have agreed to consider offering payments to certain persons that have been employed by certain subsidiaries of The Gale Company, which may include current employees of the Company.

Through December 31, 2006, the Company has completed acquisitions of eight of the interests in the Non-Portfolio Properties, which included the acquisitions of interests in: a 527,015 square foot, mixed-use office/retail complex; a 416,429 square-foot multi-tenanted office property; a 139,750 square-foot fully-leased office property; an office property in development; two vacant land parcels (one of which Mr. Yeager has a 16.49 percent interest in the Participation Rights) and two pre-developed projects. The aggregate cost of the completed acquisitions was approximately $25.6 million.

Pursuant to Mr. Gale’s agreements with Mr. Yeager, as described herein, Mr. Yeager received approximately $5.6 million during the year ended December 31, 2006.

In connection with the Company’s acquisition of the Gale Company, Mr. Gale and certain other affiliates of Gale are restricted from competing with the Company or hiring the Company’s employees for a period of four years expiring on May 9, 2010.





80

Property Acquisitions
The Company acquired the following office properties during the year ended December 31, 2006: (dollars in thousands)

Acquisition
    
# of
Rentable
Acquisition
Date
Property/Address
Location
Bldgs.
Square Feet
Cost
02/28/06
Capital Office Park (a)
Greenbelt, Maryland
7
842,258
$166,011
05/09/06
35 Waterview Boulevard (b) (c)
Parsippany, New Jersey
1
172,498
33,586
05/09/06
105 Challenger Road (b) (d)
Ridgefield Park, New Jersey
1
150,050
34,960
05/09/06
343 Thornall Street (b) (e)
Edison, New Jersey
1
195,709
46,193
07/31/06
395 W. Passaic Street (f)
Rochelle Park, New Jersey
1
100,589
22,219
         
Total Property Acquisitions:
  
11
1,461,104
$302,969
         
(a) This transaction was funded primarily through the assumption of $63.2 million of mortgage debt and the issuance of 1.9 million common operating partnership units valued at $87.2 million.
(b) The property was acquired as part of the Gale/Green Transactions.
(c) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $20.4 million of mortgage debt.
(d) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $19.5 million of mortgage debt.
(e) Transaction was funded primarily through borrowing on the Company’s revolving credit facility.
(f) Transaction was funded primarily through borrowing on the Company’s revolving credit facility and the assumption of $13.1 million of mortgage debt.

Property Sales
The Company sold the following office properties during the year ended December 31, 2006: (dollars in thousands)

       
Rentable
Net
Net
Realized
Sale
    
# of
Square
Sales
Book
Gain/
Date
Property/Address
Location
Bldgs.
Feet
Proceeds
Value
(Loss)
06/28/06
Westage Business Center
Fishkill, New York
1
118,727
$ 14,765
$ 10,872
$ 3,893
06/30/06
1510 Lancer Drive
Moorestown, New Jersey
1
88,000
4,146
3,134
1,012
11/10/06
Colorado portfolio
Various cities, Colorado
19
1,431,610
193,404
165,072
28,332
12/21/06
California portfolio
San Francisco, California
2
450,891
124,182
97,814
26,368
             
Total Sales:
  
23
2,089,228
$336,497
$276,892
$59,605
             
On November 7, 2006, the Company sold 10.1 acres of developable land adjacent to its Horizon Center properties in Hamilton Township, New Jersey for net sales proceeds of approximately $1.5 million, realizing a gain of approximately $1.1 million.


4.  
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The debt of the Company’s unconsolidated joint ventures aggregating $571.7 million as of December 31, 2006 is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations, and except as otherwise indicated below.
 
MEADOWLANDS XANADU
On November 25, 2003, the Company and affiliates of The Mills Corporation (“Mills”) entered into a joint venture agreement (“Meadowlands Xanadu Venture Agreement”) to form Meadowlands Mills/Mack-Cali Limited Partnership (“Meadowlands Venture”) for the purpose of developing a $1.3 billion family entertainment, recreation and retail complex with an office and hotel component to be built at the Meadowlands sports complex in East Rutherford, New Jersey (“Meadowlands Xanadu”). The First Amendment to the Meadowlands Xanadu Venture Agreement was entered into as of June 30, 2005. Meadowlands Xanadu’s approximately 4.76 million-square-foot complex is expected to feature a family entertainment, recreation and retail destination comprising five themed zones: sports; entertainment; children’s education; fashion; and food and home, in addition to four office buildings, aggregating approximately 1.8 million square feet, and a 520-room hotel.

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On December 3, 2003, the Meadowlands Venture entered into a redevelopment agreement (the “Redevelopment Agreement”) with the New Jersey Sports and Exposition Authority (“NJSEA”) for the redevelopment of the area surrounding the Continental Airlines Arena in East Rutherford, New Jersey and the construction of the Meadowlands Xanadu project. The Redevelopment Agreement provides for a 75-year ground lease and requires the Meadowlands Venture to pay the NJSEA a $160 million development rights fee and fixed rent over the term. Fixed rent will be in the amount of $1,000 per year for the first 15 years, increasing to $7.5 million from the 16th to the 18th years, increasing to $8.4 million in the 19th year, increasing to $8.7 million in the 20th year, increasing to $9.0 million in the 21st year, then to $9.2 million in the 23rd to 26th years, with additional increases over the remainder of the term, as set forth in the ground lease. The ground lease also allows for the potential for participation rent payments by the Meadowlands Venture, as described in the ground lease agreement. The First Amendment to the Redevelopment Agreement and the ground lease, itself, were signed on October 5, 2004. The Meadowlands Venture received all necessary permits and approvals from the NJSEA and U.S. Army Corps of Engineers in March 2005 and commenced construction in the same month. As a condition to fill wetlands pursuant to the permit issued by the U.S. Army Corps of Engineers and pursuant to the Redevelopment Agreement, as amended, Mills conveyed certain vacant land, known as the Empire Tract, to a conservancy trust. On June 30, 2005, the $160 million development rights fee was deposited into an escrow account by the Meadowlands Venture in accordance with the terms of the First Amendment to the Redevelopment Agreement. On such date, the following amounts were paid from escrow: (i) approximately $37.2 million to defease certain debt obligations of the NJSEA; and (ii) $26.8 million to the NJSEA, which, in turn, paid such amount to the Meadowlands Venture for the Empire Tract. Subsequently, the remainder of the monies were released from the escrow account to the NJSEA.

The Company and Mills owned a 20 percent and 80 percent interest, respectively, in the Meadowlands Venture. These interests were subject to certain participation rights by The New York Giants, which were subsequently terminated in April 2004. The Meadowlands Xanadu Venture Agreement required the Company to make an equity contribution up to a maximum of $32.5 million, which it fulfilled in April 2005. Pursuant to the Meadowlands Xanadu Venture Agreement, Mills received subordinated capital credit in the venture of approximately $118.0 million, which represented certain costs incurred by Mills in connection with the Empire Tract prior to the creation of the Meadowlands Venture. However, under the First Amendment to the Meadowlands Xanadu Venture Agreement, the Company and Mills agreed that due to the expected receipt by the Meadowlands Venture of certain other sums and certain development costs savings in connection with Meadowlands Xanadu, Mills’ subordinated capital credit in the venture for the Empire Tract should be reduced to $60.0 million as of the date of the First Amendment to the Meadowlands Xanadu Venture Agreement. The Meadowlands Xanadu Venture Agreement required Mills to contribute the balance of the capital required to complete the entertainment phase, subject to certain limitations. The Company was to receive a 9 percent preferred return on its equity investment, only after Mills received a 9 percent preferred return on its equity investment. Residual returns, subject to participation by other parties, were to be in proportion to each partner’s respective percentage interest.

Mills was to develop, lease and operate the entertainment phase of the Meadowlands Xanadu project. The Meadowlands Venture has formed and owns, directly and indirectly, all of the partnership interests in and to the component ventures which were formed for the future development of the office and hotel phases, which the Company may develop, lease and operate. Upon the Company’s exercise of its rights under the Meadowlands Xanadu Venture Agreement to develop the office and hotel phases, the Meadowlands Venture was to convey ownership of the component ventures to the Company and Mills or its affiliate, and the Company or its affiliate was to own an 80 percent interest and Mills or its affiliate was to own a 20 percent interest in such component ventures. However, under the First Amendment to the Meadowlands Xanadu Venture Agreement, if the Meadowlands Venture developed a hotel that had video lottery terminals (or “slots”), or any other legalized form of gaming on or in its premises, then the Company or its affiliate would own a 50 percent interest in such component venture and Mills or its affiliate would own a 50 percent interest. The Meadowlands Xanadu Venture Agreement required that the Company exercise its rights with respect to the first office and hotel phase no later than four years after the grand opening of the entertainment phase, and required that the Company exercise all of its rights with respect to the office and hotel phases no later than 10 years from such date, but did not require that any or all components be developed. However, under the Meadowlands Xanadu Venture Agreement, Mills had the right to accelerate such exercise schedule, subject to certain conditions. Should the Company fail to meet the time schedule described above for the exercise of its rights with respect to the office and hotel phases, the Company would forfeit its rights to control future development. If this occurs, Mills will have the right to develop the additional phases, subject to the Company’s right to participate, or to cause the Meadowlands Venture to sell such components to a third party, subject to a sales price limitation of 95 percent of the value that would have been required to form such component ventures.

Commencing three years after the grand opening of the entertainment phase of the Meadowlands Xanadu project, either Mills or the Company could sell its partnership interest to a third party subject to the following provisions:

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·  
Mills had certain “drag-along” rights and the Company had certain “tag-along” rights in connection with such sale of interest to a third party; and
·  
Mills had a right of first refusal with respect of a sale by the Company of its partnership interests.

In addition, commencing on the sixth anniversary of the opening, the Company could cause Mills to purchase, and Mills may cause the Company to sell to Mills, all of the Company’s partnership interests at a price based on the then fair market value of the project. Notwithstanding the exercise by Mills or the Company of any of the foregoing rights with respect to the sale of the Company’s partnership interest to Mills or a third party, the Company would retain its right to component ventures for the future development of the office and hotel phases.

On August 21, 2006, The Mills Corporation (“TMC”) announced that it had signed a non-binding letter of intent with Colony Capital Acquisitions, LLC (“Colony”) and Kan Am USA Management XXII Limited Partnership (“Kan Am”) under which Colony would arrange for construction financing for Meadowlands Xanadu and make a significant equity infusion into the Meadowlands Venture, and TMC would not have any financial obligations post closing (“Colony Transaction”). Kan Am has been a partner with Mills in the Meadowlands Venture.

On November 22, 2006, the Company entered into and consummated a Redemption Agreement (the “Redemption Agreement”) with the Meadowlands Venture, Meadowlands Developer Holding Corp., a limited partner in the Meadowlands Venture, and the Meadowlands Limited Partnership (f/k/a Meadowlands/Mills Limited Partnership, and hereafter “MLP”), a general partner and a limited partner in the Meadowlands Venture. Immediately prior to entering into the Redemption Agreement, the investors in MLP undertook a restructuring of MLP whereby Colony became an indirect owner of MLP.

In connection with the Colony Transaction and pursuant to the Redemption Agreement, the Meadowlands Venture redeemed (the “Redemption”) the Company’s entire interest in the Meadowlands Venture and its right to participate in the development of the ERC Component in exchange for (i) $22.5 million in cash and (ii) a non-economic partner interest in each of the office and hotel components of Meadowlands Xanadu. In connection with the Redemption, the Operating Partnership also received a non-interest bearing promissory note for an additional $2.5 million, which note is payable in full by MLP only at such time as the Operating Partnership exercises one of its options to develop the first of the office and hotel components of Meadowlands Xanadu. The Company’s remaining investment of approximately $11.9 million is included in deferred charges and other assets, net, as of December 31, 2006.

Concurrent with the execution of the Redemption Agreement, the Company also entered into the Mack-Cali Rights, Obligations and Option Agreement (the “Rights Agreement”) by and among the Meadowlands Venture, MLP, Meadowlands Mack-Cali GP, L.L.C., Mack-Cali, Baseball Meadowlands Limited Partnership, A-B Office Meadowlands Mack-Cali Limited Partnership, C-D Office Meadowlands Limited Partnership, Hotel Meadowlands Mack-Cali Limited Partnership and ERC Meadowlands Mills/Mack-Cali Limited Partnership. Pursuant to the Rights Agreement, the Operating Partnership retained certain rights and obligations it held under the Meadowlands Xanadu Venture Agreement with respect to the development of the office and hotel components of Meadowlands Xanadu, including an option to develop any of the office or hotel components of Meadowlands Xanadu (each, a “Take Down Option”). Upon the exercise of an initial Take Down Option, the Operating Partnership will receive economic interests in each of the office or hotel component partnerships as both a general partner and a limited partner in the applicable office or hotel component, and following receipt of $2.5 million in full payment of the note from MLP, the Operating Partnership’s ownership interest in each of the office or hotel component partnerships will be reduced from 80 percent (as provided in the Meadowlands Xanadu Venture Agreement) to 75 percent.

In October 2006, Mills, the then manager of the Meadowlands Venture, provided the Company information regarding the restatements of financial information it had previously presented to the Company for the period from November 25, 2003 (the inception of the Meadowlands Venture) through December 31, 2005. Included in the Company’s equity in loss of unconsolidated joint ventures from the Meadowlands Venture of $1.8 million for the three and nine months ended September 30, 2006 is $1.4 million related to the Company’s allocated share of the loss arising from the restatement for the period referenced above.

 

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On February 12, 2003, the NJSEA selected The Mills Corporation and the Company to redevelop the Continental Airlines Arena site (“Arena Site”) for mixed uses, including retail. In March 2003, Hartz Mountain Industries, Inc., (“Hartz”), filed a lawsuit in the Superior Court of New Jersey, Law Division, for Bergen County, seeking to enjoin NJSEA from entering into a contract with the Meadowlands Venture for the redevelopment of the Continental Airlines Arena site. In May 2003, the court denied Hartz’s request for an injunction and dismissed its suit for failure to exhaust administrative remedies. In June 2003, the NJSEA held hearings on Hartz’s protest, and on a parallel protest filed by another rejected developer, Westfield, Inc. (“Westfield”). On September 10, 2003, the NJSEA ruled against Hartz’s and Westfield’s protests. Hartz and Westfield, as well as Elliot Braha and three other taxpayers (collectively “Braha”), thereafter filed appeals from the NJSEA’s final decision. By decision dated May 14, 2004, the Appellate Division of the Superior Court of New Jersey rejected the appellants’ contention that the NJSEA lacks statutory authority to allow retail development of its property. The Appellate Division also remanded Hart’s claim under the Open Public Records Acts, seeking disclosure of additional documents from NJSEA, to the Law Division for further proceedings. The Supreme Court of New Jersey declined to review the Appellate Division’s decision. On August 19, 2004, the Law Division issued a decision resolving Hartz’s Open Public Records Act claim and ordered NJSEA to disclose some, but not all, of the documents Hartz was seeking. The Appellate Division, in a decision rendered on November 24, 2004, upheld the findings of the Law Division in the remand proceeding. The Supreme Court of New Jersey declined to review the Appellate Division’s decision. At Hartz’s request, the NJSEA thereafter held further hearings on December 15 and 16, 2004, to review certain additional facts in support of Hartz’s and Westfield’s bid protest. Braha, as a taxpayer, did not have standing to participate in the supplemental protest hearing. On March 4, 2005, the Hearing Officer rendered his Supplemental Report and Recommendation to the NJSEA, finding no merit in the protests presented by Hartz and Westfield. The NJSEA accepted the Hearing Officer’s Supplemental Report and Recommendation on March 30, 2005 and Hartz and Braha have appealed that decision to the Appellate Division.

In January 2004, Hartz and Westfield also appealed to the Appellate Division of the Superior Court of New Jersey from the NJSEA’s December 2003 approval and execution of the Redevelopment Agreement with the Meadowlands Venture.

In November 2004, Hartz and Westfield filed additional appeals in the Appellate Division challenging NJSEA’s resolution authorizing the execution of the First Amendment to the Redevelopment Agreement with Meadowlands Venture and the ground lease with the Meadowlands Venture.

All of the above appeals were consolidated by the Appellate Division. On August 17, 2006, the Appellate Division issued an opinion affirming NJSEA’s selection of the Meadowlands Venture and rejecting the appellants’ arguments in all respects. On August 28, 2006, Hartz made a motion before the Appellate Division for reconsideration of this decision and for supplementation of the record. That motion was denied, and neither Hartz nor Braha has sought review in the New Jersey Supreme Court. These consolidated appeals are now resolved.

On September 30, 2004, the Borough of Carlstadt filed an action in the Superior Court of New Jersey Law Division, challenging Meadowlands Xanadu, which asserted claims that are substantially the same as claims asserted by Hartz and Braha in the above appeals. By Order dated November 19, 2004, the Law Division transferred that matter to the Superior Court of New Jersey, Appellate Division. This matter was voluntarily dismissed by Carlstadt in accordance with a March 22, 2006, Settlement Agreement and Release between Carlstadt and the Meadowlands Venture.

Several appeals filed by Hartz, the Sierra Club and others, including certain environmental groups, that challenge certain approvals received by the Meadowlands Venture from the NJSEA, the New Jersey Meadowlands Commission (“NJMC”) and the New Jersey Department of Environmental Protection (“NJDEP”) remain pending before the Appellate Division. Some of these appeals challenge NJDEP’s issuance of a stream encroachment permit, waterfront development permit, and coastal zone consistency determination for Meadowlands Xanadu. Other of these appeals are from NJDEP’s and NJMC’s issuance of reports in connection with a consultation process the NJSEA was statutorily required to undertake in connection with any NJSEA-development project.

A Hartz affiliate and a trade association have filed an appeal from an advisory opinion favorable to the Meadowlands Venture issued by the Director of the Division of Alcoholic Beverage Control concerning the availability of special concessionaire permits. That appeal is also pending in the Appellate Division of the Superior Court of New Jersey.

Three separate lawsuits have been filed in the United States District Court for the District of New Jersey, challenging a permit issued by the U.S. Army Corps of Engineers (“USACE”) in connection with the project. The first suit was filed on March 30, 2005, by the Sierra Club, the New Jersey Public Interest Research Group, Citizen Lobby, Inc. and the New Jersey Environmental Federation. Additional suits were filed on May 16 and May 31, 2005, respectively, by Hartz (together with one of its officers as an individually-named plaintiff) and the Borough of Carlstadt. The Sierra Club also filed a motion for a

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preliminary injunction to stop certain construction activities on the project, which the Court denied on July 6, 2005. On October 26, 2005, the court granted the motions of the Meadowlands Venture and the USACE to dismiss the Hartz complaint for lack of standing. The deadline for appealing that decision has passed, so the Hartz action is ended. On October 31, 2005, the USACE filed a motion to dismiss the complaint filed by the Borough of Carlstadt for lack of standing. On February 7, 2006, the Court granted the motion and dismissed the Borough of Carlstadt’s complaint in its entirety. On March 9, 2006, Carlstadt filed a notice of appeal of this decision to the United States Court of Appeals for the Third Circuit. This appeal has been dismissed pursuant to the Settlement Agreement and Release executed by Carlstadt and the Meadowlands Venture.

On April 5, 2005, the New York Football Giants (“Giants”) filed an emergent application with the Supreme Court of New Jersey, Chancery Division, seeking an injunction stopping all work on the Meadowlands Xanadu project as being in violation of its existing lease with the NJSEA. After hearing oral argument on the application on August 5, 2005, the court denied the Giants’ motion for preliminary injunctive relief. On June 22, 2006, the court entered a Stipulation and Consent Order that dismissed without prejudice the parties’ respective claims.

The New Jersey Builders’ Association (“NJBA”) has commenced an action, which is pending in the Appellate Division, alleging that the NJSEA has failed to meet a purported obligation to provide affordable housing at the Meadowlands Complex and seeking, among other relief, an order enjoining the construction of Meadowlands Xanadu. NJBA filed an application for preliminary injunctive relief seeking to enjoin further construction of Meadowlands Xanadu, which the Appellate Division denied on July 28, 2005. The Meadowlands Venture is not a party to that action.

On January 25, 2006, the Bergen Cliff Hawks Baseball Club, LLC (the “Cliff Hawks”), filed a complaint against the Company and Mills, alleging that the Company and Mills breached an agreement to provide the Cliff Hawks with a minor league baseball park as part of the Xanadu Project. This matter is pending.

The Company believes that the Meadowlands Venture’s proposal and the planned project comply with applicable laws, and the Meadowlands Venture intends to continue its vigorous defense of its rights under the Redevelopment Agreement and Ground Lease. Although there can be no assurance, the Company does not believe that the pending lawsuits will have any material affect on its ability to develop the Meadowlands Xanadu project.

G&G MARTCO (Convention Plaza)
The Company held a 50 percent interest in G&G Martco, which owns Convention Plaza, a 305,618 square foot office building, located in San Francisco, California. On November 6, 2006, the Company sold substantially all of its interest in the venture to an affiliate of its joint venture partner for approximately $16.3 million, realizing a gain on the sale of approximately $10.8 million. The Company performed management and leasing services for the property owned by the joint venture through the date of sale and recognized $132,000, $161,000 and $143,000 in fees for such services in the years ended December 31, 2006, 2005 and 2004, respectively.

PLAZA VIII AND IX ASSOCIATES, L.L.C./AMERICAN FINANCIAL EXCHANGE L.L.C.
On May 20, 1998, the Company entered into a joint venture with Columbia Development Company, L.L.C. (“Columbia”) to form American Financial Exchange L.L.C. (“AFE”). The venture was formed to acquire land for future development, located on the Hudson River waterfront in Jersey City, New Jersey, adjacent to the Company’s Harborside Financial Center office complex. Among other things, the partnership agreement provides for a preferred return on the Company’s invested capital in the venture, in addition to the Company’s proportionate share of the venture’s profit, as defined in the agreement.

AFE distributed its interests in Plaza VIII and IX Associates, L.L.C., which owned the undeveloped land currently used as a parking facility, to its then partners, the Company and Columbia. The Company and Columbia subsequently entered into a new joint venture to own and manage the undeveloped land and related parking operations through Plaza VIII and IX Associates, L.L.C. The Company and Columbia each hold a 50 percent interest in the new venture.

RAMLAND REALTY ASSOCIATES L.L.C. (One Ramland Road)
On August 20, 1998, the Company entered into a joint venture 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 and adjacent developable land, located in Orangeburg, New York. In August 1999, the joint venture completed redevelopment of the property and placed the office/flex building in service. The Company holds a 50 percent interest in the joint venture. The venture has a mortgage loan with a $14.9 million balance at December 31, 2006 secured by

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its office/flex property. The mortgage bears interest at a rate of LIBOR plus 175 basis points and was scheduled to mature in January 2007, with one two-year extension option, subject to certain conditions. In November 2006, the venture exercised its option to extend the term of the loan until January 2009.

The Company performs management, leasing and other services for the property owned by the joint venture and recognized $100,000, $93,000 and $165,000 in fees for such services in the years ended December 31, 2006, 2005 and 2004, respectively.

ASHFORD LOOP ASSOCIATES L.P. (1001 South Dairy Ashford/2100 West Loop South)
On September 18, 1998, the Company entered into a joint venture 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, Texas. The Company held a 20 percent interest in the joint venture. On February 25, 2005, the Company sold its interest in the venture to Prudential for $2.7 million.

SOUTH PIER AT HARBORSIDE - HOTEL DEVELOPMENT
On November 17, 1999, the Company entered into a joint venture with Hyatt Corporation (“Hyatt”) to develop a 350-room hotel on the South Pier at Harborside Financial Center, Jersey City, New Jersey, which was completed and commenced initial operations in July 2002. The Company owns a 50 percent interest in the venture.

On October 12, 2006, the venture obtained a $70.0 million mortgage loan collateralized by the hotel property using the proceeds principally to retire $38.9 million of floating-rate debt and to make distributions to partners. The new loan carries an interest rate of 6.15 percent and matures in November 2016. The venture has a loan with a balance as of December 31, 2006 of $7.3 million with the City of Jersey City, provided by the U.S. Department of Housing and Urban Development. The loan currently bears interest at fixed rates ranging from 6.09 percent to 6.62 percent and matures in August 2020. The Company has posted a $7.3 million letter of credit in support of this loan, $3.6 million of which is indemnified by Hyatt.

RED BANK CORPORATE PLAZA L.L.C./RED BANK CORPORATE PLAZA II, L.L.C.
On March 23, 2006, the Company entered into a joint venture with the PRC Group (“PRC”) to form Red Bank Corporate Plaza L.L.C. The venture was formed to develop Red Bank Corporate Plaza, a 92,878 square foot office building located in Red Bank, New Jersey, which has been fully pre-leased to Hovnanian Enterprises, Inc. for a 10-year term. The Company holds a 50 percent interest in the venture. PRC contributed the vacant land for the development of the office building as its initial capital in the venture. The Company funded the costs of development up to the value of the land contributed by PRC of $3.5 million as its initial capital. PRC and the Company each funded development costs of the venture of $1.1 million in excess of their initial capital contributed.

On October 20, 2006, the venture entered into a $22.0 million construction loan with a commercial bank collateralized by the land and development project. The loan (with a balance as of December 31, 2006 of $8.7 million), carries an interest rate of LIBOR plus 130 basis points and matures in April 2008. The loan currently has three one-year extension options subject to certain conditions, each of which requires payment of a fee.

On July 20, 2006, the Company entered into a second joint venture agreement with PRC to form Red Bank Corporate Plaza II L.L.C. The venture was formed to hold land on which it plans to develop Red Bank Corporate Plaza II, an 18,561 square foot office building located in Red Bank, New Jersey. The Company holds a 50 percent interest in the venture. The terms of the venture are similar to Red Bank Corporate Plaza L.L.C. PRC contributed the vacant land as its initial capital in the venture.

MACK-GREEN-GALE LLC
On May 9, 2006, as part of the Gale/Green Transactions, the Company entered into a joint venture, Mack-Green-Gale LLC (“Mack-Green”), with SL Green, pursuant to which Mack-Green holds a 96 percent interest and acts as general partner of Gale SLG NJ Operating Partnership, L.P. (the “OP LP”). The Company’s acquisition cost for its interest in Mack-Green was approximately $125 million, which was funded primarily through borrowing under the Company’s revolving credit facility. The OP LP owns 100 percent of entities which own 25 office properties (the “OP LP Properties”) which aggregate 3.5 million square feet (consisting of 17 office properties aggregating 2.3 million square feet located in New Jersey and eight properties aggregating 1.2 million square feet located in Troy, Michigan), as well as a minor, non-controlling interest in four office properties aggregating 419,000 square feet located in Naperville, Illinois.

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As defined in the Mack-Green operating agreement, the Company shares decision-making equally with SL Green regarding: (i) all major decisions involving the operations of Mack-Green; and (ii) overall general partner responsibilities in operating the OP LP.

The Mack-Green operating agreement generally provides for profits and losses to be allocated as follows:

(i)  
99 percent of Mack-Green’s share of the profits and losses from 10 specific OP LP Properties allocable to the Company and one percent allocable to SL Green;
(ii)  
one percent of Mack-Green’s share of the profits and losses from eight specific OP LP Properties and its minor interest in four office properties allocable to the Company and 99 percent allocable to SL Green; and
(iii)  
50 percent of all other profits and losses allocable to the Company and 50 percent allocable to SL Green.

Substantially all of the OP LP Properties are encumbered by mortgage loans with an aggregate outstanding principal balance of $358.1 million. $189.8 million of the mortgage loans bear interest at a weighted average fixed interest rate of 6.32 percent per annum and mature at various times through May 2016. $168.3 million of the mortgage loans bear interest at a floating rate ranging from LIBOR plus 185 basis points to LIBOR plus 275 basis points per annum and mature at various times through August 2008. Included in the floating rate mortgage loans are $90.3 million provided by an affiliate of SL Green.

On August 9, 2006, $69.7 million of mortgage loans were refinanced. The new loan has a maximum principal amount of $90.0 million with $78.0 million drawn at December 31, 2006. The loan provides the ability to draw funds for qualified leasing and capital improvement costs. The loan bears interest at a rate of LIBOR plus 185 basis points and matures on August 8, 2008 with a two-year extension option.

The Company performs management, leasing, and construction services for the properties owned by the joint venture and recognized $2.3 million in income (net of $2.2 million in direct costs) for such services in the year ended December 31, 2006.

GE/GALE FUNDING LLC (PFV)
On May 9, 2006, as part of the Gale/Green Transactions, the Company acquired from a Gale Affiliate for $1.8 million a 50 percent controlling interest in GMW Village Associates, LLC (“GMW Village”). GMW Village holds a 20 percent interest in GE/Gale Funding LLC (“GE Gale”). GE Gale owns a 100 percent interest in the entity owning Princeton Forrestal Village, a mixed-use, office/retail complex aggregating 527,015 square feet and located in Plainsboro, New Jersey (“Princeton Forrestal Village” or “PFV”).

In addition to the cash consideration paid to acquire the interest, the Company provided a Gale Affiliate with the Gale Participation Rights.

The operating agreement of GE Gale, which is owned 80 percent by GEBAM, Inc., provides for, among other things, distributions of net cash flow, initially, in proportion to each member’s interest and subject to adjustment upon achievement of certain financial goals, as defined in the operating agreement.

GE Gale has a mortgage loan in an amount not to exceed $52.8 million, which has a balance at December 31, 2006, of $47.8 million. The loan provides the venture the ability to draw funds for qualified leasing and capital improvement costs. The loan bears interest at a rate of LIBOR plus 275 basis points and matures on January 9, 2009, with an extension option through January 9, 2011.

The Company performs management, leasing, and construction services for PFV and recognized $956,000 in income (net of $7.0 million in direct costs) for such services in the year ended December 31, 2006.

ROUTE 93 MASTER LLC (“Route 93 Participant”)/ROUTE 93 BEDFORD MASTER LLC (with the Route 93 Participant, collectively, the “Route 93 Venture”)
On June 1, 2006, the Route 93 Venture was formed between the Route 93 Participant, a majority-owned subsidiary of the Company, having a 30 percent interest and the Commingled Pension Trust Fund (Special Situation Property) of JPMorgan Chase Bank having a 70 percent interest, for the purpose of acquiring seven office buildings, aggregating 666,697 square feet, located in the towns of Andover, Bedford and Billerica, Massachusetts. Profits and losses are shared by the partners in proportion to their respective interests until the investment yields an 11 percent IRR, then sharing will shift to 40/60, and when the IRR reaches 15 percent, then sharing will shift to 50/50.

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The Route 93 Participant is a joint venture between the Company and a Gale affiliate. Profits and losses are shared by the partners under this venture in proportion to their respective interests until the investment yields an 11 percent IRR, then sharing will shift to 50/50.

The Route 93 Ventures have mortgage loans with an amount not to exceed $58.6 million, with a $39.4 million balance at December 31, 2006 collateralized by its office properties. The loan provides the venture the ability to draw additional monies for qualified leasing and capital improvement costs. The loan bears interest at a rate of LIBOR plus 220 basis points and matures on July 11, 2008, with three one-year extension options.

The Company performs management and construction services for the properties owned by the Route 93 Ventures and recognized $17,800 for such services in the year ended December 31, 2006.

GALE KIMBALL, L.L.C.
On June 15, 2006, the Company entered into a joint venture with a Gale Affiliate to form M-C Kimball, LLC (“M-C Kimball”). M-C Kimball was formed for the sole purpose of acquiring a Gale Affiliate’s 33.33 percent membership interest in Gale Kimball, L.L.C. (“Gale Kimball”), an entity holding a 25 percent interest in 100 Kimball Drive LLC (“100 Kimball”), which is developing a 175,000 square foot office property located at 100 Kimball Drive, Parsippany, New Jersey (the “Kimball Property”).

The operating agreement of M-C Kimball provides, among other things, for the Gale Participation Rights (of which Mr. Yeager has a direct 26 percent interest).

Gale Kimball is owned 33.33 percent by M-C Kimball and 66.67 percent by the Hampshire Generational Fund, L.L.C. (“Hampshire”). The operating agreement of Gale Kimball provides, among other things, for the distribution of net cash flow, initially, in accordance with its members’ respective membership interests and, upon achievement of certain financial conditions, 50 percent to each of the Company and Hampshire.

100 Kimball is owned 25 percent by Gale Kimball and 75 percent by 100 Kimball Drive Realty Member LLC, an affiliate of JP Morgan (“JPM”). The operating agreement of 100 Kimball provides, among other things, for the distributions to be made in the following order:

(i)  
first, to JPM, such that JPM is provided with an annual 12 percent compound preferred return on Preferred Equity Capital Contributions (as such term is defined in the operating agreement of 100 Kimball and largely comprised of development and construction costs);

(ii)  
second, to JPM, as return of Preferred Equity Capital Contributions until complete repayment of such Preferred Equity Capital Contributions;

(iii)  
third, to each of JPM and Gale Kimball in proportion to their respective membership interests until each member is provided, as a result of such distributions, with an annual twelve percent compound return on the Member’s Capital Contributions (as defined in the operating agreement of 100 Kimball, and excluding Preferred Equity Capital Contributions, if any); and

(iv)  
fourth, 50 percent to each of JPM and Gale Kimball.

100 Kimball has a construction loan in an amount not to exceed $29 million, with a balance at December 31, 2006 of $15.3 million. The loan bears interest at a rate of LIBOR plus 195 basis points and matures on December 8, 2008 with a one-year extension option.

The Company performs construction and development services for the property owned by 100 Kimball for which it recognized $271,000 in income (net of $6.6 million in direct costs) in the year ended December 31, 2006.

 

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55 CORPORATE PARTNERS, LLC
On June 9, 2006, the Company entered into a joint venture with a Gale Affiliate to form 55 Corporate Partners, LLC (“55 Corporate”). 55 Corporate was formed for the sole purpose of acquiring from a Gale Affiliate a 50 percent interest in SLG 55 Corporate Drive II, LLC (“SLG 55”), an entity indirectly holding a condominium interest in a vacant land parcel located in Bridgewater, New Jersey, which can accommodate development of an approximately 200,000 square foot office building. Sanofi-Aventis, which occupies neighboring buildings, has an option to cause the venture to construct the building, which it would lease on a long-term basis. Sanofi-Aventis is required to pay a penalty of $7 million, subject to certain conditions, in the event it fails to exercise the option by November 2007. The remaining 50 percent in SLG 55 is owned by SLG Gale 55 Corporate LLC, an affiliate of SL Green Realty Corp (“SLG Gale 55”).

The operating agreement of 55 Corporate provides, among other things, for the Gale Participation Rights (of which Mr. Yeager has a direct 26 percent interest). If Mr. Gale receives any commission payments with respect to a Sanofi lease on the development property, Mr. Gale has agreed to pay to Mr. Yeager 26 percent of such payments.

The operating agreement of SLG 55 provides, among other things, for the distribution of the available net cash flow to each of 55 Corporate and SLG Gale 55 in proportion to their respective membership interests in SLG 55 (50 percent each).

12 VREELAND ASSOCIATES, L.L.C.
On September 8, 2006, the Company entered into a joint venture with a Gale Affiliate to form M-C Vreeland, LLC (“M-C Vreeland”). M-C Vreeland was formed for the sole purpose of acquiring a Gale Affiliate’s 50 percent membership interest in 12 Vreeland Associates, L.L.C., an entity owning an office property located at 12 Vreeland Road, Florham Park, New Jersey.

The operating agreement of M-C Vreeland provides, among other things, for the Gale Participation Rights (of which Mr. Yeager has a direct 15 percent interest).

The office property at 12 Vreeland is a 139,750 square foot office building that is fully leased to a single tenant through June 15, 2012. The property is subject to a mortgage loan, which matures on July 1, 2012, in the initial amount of $18.1 million bearing interest at 6.9 percent per annum. As of December 31, 2006 the outstanding balance on the mortgage note was $10.3 million.

Under the operating agreement of 12 Vreeland Associates, L.L.C., M-C Vreeland has a 50 percent interest, with S/K Florham Park Associates, L.L.C. (the managing member) and its affiliate holding the other 50 percent.

BOSTON-FILENES
On October 20, 2006, the Company formed a joint venture (the “MC/Gale JV LLC”) with Gale International/426 Washington St. LLC (“Gale/426”), which, in turn, entered into a joint venture (the “Vornado JV LLC”) with VNO 426 Washington Street JV LLC (“Vornado”), an affiliate of Vornado Realty LP, which was formed to acquire and redevelop the Filenes property located in the Downtown Crossing district of Boston, Massachusetts (the “Filenes Property”).

On January 25, 2007, (i) each of M-C/Gale JV LLC, Gale and Washington Street Realty Member LLC (“JPM”) formed a joint venture (“JPM JV LLC”), (ii) M-C/Gale JV LLC assigned its entire 50 percent ownership interest in the Vornado JV LLC to JPM JV LLC, (iii) the Limited Liability Company Agreement of Vornado JV LLC was amended to reflect, among other things, the change in the ownership structure described in subsection (ii) above, and (iv) the Limited Liability Company Agreement of MC/Gale JV LLC was amended and restated to reflect, among other things, the change in the ownership structure described in subsection (ii) above. In January 2007, the Company funded an additional $9.6 million in the venture. The Vornado JV LLC acquired the Filenes Property on January 29, 2007, for approximately $100 million.

As a result of the foregoing transactions, as of January 29, 2007, (i) the Filenes Property is owned by Vornado JV LLC, (ii) Vornado JV LLC is owned 50 percent by each of Vornado and JPM JV LLC, (iii) JPM JV LLC is owned 30 percent by M-C/Gale, 70 percent by JPM and managed by Gale/426, which has no ownership interest in JPM JV LLC, and (iv) MC/Gale JV LLC is owned 99.99 percent by the Company and 0.01 percent by Gale/426. Thus, the Company holds approximately a 15 percent indirect ownership interest in the Vornado JV LLC and the Filenes Property.

 

89

Distributions are made (i) by Vornado JV LLC in proportion to its members’ respective ownership interests, (ii) by JPM JV LLC (a) initially, in proportion to its members’ respective ownership interests until JPM’s investment yields an 11 percent IRR, (b) thereafter, 60/40 to JPM and MC/Gale JV LLC, respectively, until JPM’s investment yields a 15 percent IRR and (c) thereafter, 50/50 to JPM and MC/Gale JV LLC, respectively, and (iii) by MC/Gale JV LLC (w) initially, in proportion to its members’ respective ownership interests until each member has received a 10 percent IRR on its investment, (x) thereafter, 65/35 to the Company and Gale/426, respectively, until the Company’s investment yields a 15 percent IRR, (y) if by the time the Company receives a 15 percent IRR on its investment, Gale/426 has not done so, 100 percent to Gale/426 until Gale/426’s investment yields a 15 percent IRR, and (z) thereafter, 50/50 to each of the Company and Gale/426.

The joint venture’s current plans for the development of the Filenes Property include over 1.2 million square feet consisting of office, retail, condominium apartments, hotel and a garage. The project is subject to governmental approvals.

NKFGMS OWNERS, LLC
On December 28, 2006, the Company contributed its facilities management business, which was acquired on May 9, 2006 as part of the Gale/Green Transactions, to a newly-formed joint venture called NKFGMS Owners, LLC. With the contribution, the Company received $600,000 in cash and a 40 percent interest in the joint venture. The Company and a joint venture partner agreed to loan up to $3 million in total to the venture from time to time until December 28, 2009, which shall be funded by each of the Company and the joint venture partner on a pro-rata basis in an amount not to exceed $1.5 million, respectively. The joint venture operating agreement provides for, among other things, profits and losses generally to be allocated in proportion to each member’s interest. In connection with the Contribution, the Company recognized a loss of approximately $1.5 million, which is included in gain (loss) on sale of land and other assets for the year ended December 31, 2006.


90


SUMMARIES OF UNCONSOLIDATED JOINT VENTURES
The following is a summary of the financial position of the unconsolidated joint ventures in which the Company had investment interests as of December 31, 2006 and 2005: (dollars in thousands)


 
December 31, 2006
     
Plaza
    
Red Bank
Mack-
Princeton
          
NKFGMS
  
 
Meadowlands
G&G
VIII & IX
Ramland
Harborside
Corporate
Gale-
Forrestal
Route 93
Gale
55
12
Boston-
Owners
Combined
 
Xanadu
Martco
Associates
Realty
South Pier
Plaza
Green
Village
Portfolio
Kimball
Corporate
Vreeland
Filenes
LLC
Total
Assets:
                              
Rental property, net
--
--
$ 11,404
$ 12,029
$ 69,302
$ 12,462
$ 480,905
$ 39,549
$ 54,620
$ 26,601
$ 8,500
$ 8,221
--
$ 239
$ 723,832
Other assets
--
--
1,408
950
11,485
3,309
75,392
25,015
7,189
654
--
909
$ 10,500
2,638
139,449
Total assets
--
--
$ 12,812
$ 12,979
$ 80,787
$ 15,771
$ 556,297
$ 64,564
$ 61,809
$ 27,255
$ 8,500
$ 9,130
$ 10,500
$ 2,877
$ 863,281
Liabilities and
                             
partners’/members’
                              
capital (deficit):
                              
Mortgages, loans
                             
payable and other
                              
obligations
--
--
--
$ 14,936
$ 77,217
$ 8,673
$ 358,063
$ 47,761
$ 39,435
$ 15,350
--
$ 10,253
--
--
$ 571,688
Other liabilities
--
--
$ 532
254
1,045
8
39,525
6,553
836
--
--
--
--
$ 1,329
50,082
Partners’/members’
                              
capital (deficit)
--
--
12,280
(2,211)
2,525
7,090
158,709
10,250
21,538
11,905
$ 8,500
(1,123)
$ 10,500
1,548
241,511
Total liabilities and
                              
partners’/members’
                              
capital (deficit)
--
--
$ 12,812
$ 12,979
$ 80,787
$ 15,771
$ 556,297
$ 64,564
$ 61,809
$ 27,255
$ 8,500
$ 9,130
$ 10,500
$ 2,877
$ 863,281
Company’s
                             
investment
                              
in unconsolidated
                              
joint ventures, net
--
--
$ 6,060
--
--
$ 3,647
$ 119,061
$ 2,560
$ 6,669
$ 1,024
$ 8,500
$ 7,130
$ 5,250
$ 400
$ 160,301


 
December 31, 2005
     
Plaza
    
Red Bank
Mack-
Princeton
          
NKFGMS
  
 
Meadowlands
G&G
VIII & IX
Ramland
Harborside
Corporate
Gale-
Forrestal
Route 93
Gale
55
12
Boston-
Owners
Combined
 
Xanadu
Martco
Associates
Realty
South Pier
Plaza
Green
Village
Portfolio
Kimball
Corporate
Vreeland
Filenes
LLC
Total
Assets:
                              
Rental property, net
$390,488
$ 10,628
$12,024
$ 12,511
$ 74,466
--
--
--
--
--
--
--
--
--
$500,117
Other assets
171,029
6,427
1,661
1,188
11,393
--
--
--
--
--
--
--
--
--
191,698
Total assets
$561,517
$ 17,055
$13,685
$ 13,699
$ 85,859
--
--
--
--
--
--
--
--
--
691,815
Liabilities and
                             
partners’/members’
                              
capital (deficit):
                              
Mortgages, loans
                             
payable and other
                              
obligations
--
$ 46,588
--
$ 14,936
$ 56,970
--
--
--
--
--
--
--
--
--
$118,494
Other liabilities
$ 60,447
876
$ 1,358
220
4,341
--
--
--
--
--
--
--
--
--
67,242
Partners’/members’
                              
capital (deficit)
501,070
(30,409)
12,327
(1,457)
24,548
--
--
--
--
--
--
--
--
--
506,079
Total liabilities and
                              
partners’/members’
                              
capital (deficit)
$561,517
$ 17,055
$13,685
$ 13,699
$ 85,859
--
--
--
--
--
--
--
--
--
$691,815
Company’s
                             
investment
                              
in unconsolidated
                              
joint ventures, net
$ 34,640
$ 6,438
$ 6,084
$ --
$ 14,976
--
--
--
--
--
--
--
--
--
$ 62,138


91


SUMMARIES OF UNCONSOLIDATED JOINT VENTURES
The following is a summary of the results of operations of the unconsolidated joint ventures for the period in which the Company had investment interests during the years ended December 31, 2006, 2005 and 2004: (dollars in thousands)

 
Year Ended December 31, 2006
       
Plaza
      
Red Bank
Mack-
Princeton
          
 
Meadowlands
  
G&G
VIII & IX
Ramland
Ashford
Harborside
Corporate
Green-
Forrestal
Route 93
Gale
55
12
Combined
 
Xanadu
HPMC
Martco
Associates
Realty
Loop
South Pier
Plaza
Gale
Village
Portfolio
Kimball
Corporate
Vreeland
Total
Total revenues
--
--
$ 5,990
$ 755
$ 2,158
--
$ 39,268
$ 15
$ 44,121
$ 8,904
$ 3,609
$ 4
--
$ 2,102
$106,926
Operating and
                              
other expenses
--
--
(2,702)
(186)
(1,497)
--
(23,533)
--
(19,639)
(5,832)
(1,502)
(1)
--
(76)
(54,968)
Depreciation and
                              
amortization
--
--
(1,216)
(616)
(836)
--
(5,853)
--
(21,129)
(2,883)
(811)
--
--
(352)
(33,696)
Interest expense
--
--
(2,499)
--
(1,029)
--
(3,962)
--
(17,117)
(3,059)
(1,890)
--
--
(755)
(30,311)
                               
Net income
--
--
$ (427)
$ (47)
$ (1,204)
--
$ 5,920
$ 15
$(13,764)
$ (2,870)
$ (594)
$ 3
--
$ 919
$ (12,049)
Company’s equity
                              
in earnings (loss)
                              
of unconsolidated
                              
joint ventures
$(1,876)
--
$ (930)
$ (24)
$ (225)
  
$ 2,820
--
$ (4,945)
$ (436)
$ (148)
--
  
$ 208
$ (5,556)

 
Year Ended December 31, 2005
       
Plaza
      
Red Bank
Mack-
Princeton
          
 
Meadowlands
  
G&G
VIII & IX
Ramland
Ashford
Harborside
Corporate
Green-
Forrestal
Route 93
Gale
55
12
Combined
 
Xanadu
HPMC
Martco
Associates
Realty
Loop
South Pier
Plaza
Gale
Village
Portfolio
Kimball
Corporate
Vreeland
Total
Total revenues
--
--
$ 6,767
$ 396
$ 2,028
--
$ 35,198
--
--
--
--
--
--
--
$ 44,389
Operating and
                              
other expenses
--
--
(3,662)
(169)
(1,407)
--
(22,251)
--
--
--
--
--
--
--
(27,489)
Depreciation and
                              
amortization
--
--
(1,205)
(616)
(638)
--
(5,778)
--
--
--
--
--
--
--
(8,237)
Interest expense
--
--
(2,270)
--
(759)
--
(4,176)
--
--
--
--
--
--
--
(7,205)
                               
Net income
--
  
$ (370)
$ (389)
$ (776)
--
$ 2,993
--
--
--
--
--
--
--
$ 1,458
Company’s equity
                              
in earnings (loss)
                              
of unconsolidated
                              
joint ventures
--
--
$(1,219)
$ (196)
--
$ (30)
$ 1,693
--
--
--
--
--
--
--
$ 248

 
Year Ended December 31, 2004
       
Plaza
      
Red Bank
Mack-
Princeton
          
 
Meadowlands
  
G&G
VIII & IX
Ramland
Ashford
Harborside
Corporate
Green-
Forrestal
Route 93
Gale
55
12
Combined
 
Xanadu
HPMC
Martco
Associates
Realty
Loop
South Pier
Plaza
Gale
Village
Portfolio
Kimball
Corporate
Vreeland
Total
Total revenues
--
$ 10,755
$ 7,113
$ 91
$ 1,958
$ 2,937
$ 30,345
--
--
--
--
--
--
--
$ 53,199
Operating and
                              
other expenses
--
(259)
(3,676)
(166)
(1,516)
(3,403)
(19,613)
--
--
--
--
--
--
--
(28,633)
Depreciation and
                              
amortization
--
--
(1,002)
(616)
(630)
(25,550)
(5,767)
--
--
--
--
--
--
--
(33,565)
Interest expense
--
--
(1,342)
--
(479)
--
(3,146)
--
--
--
--
--
--
--
(4,967)
                               
Net income
--
$ 10,496
$ 1,093
$ (691)
$ (667)
$(26,016)
$ 1,819
--
--
--
--
--
--
--
$(13,966)
Company’s equity
                              
in earnings (loss)
                              
of unconsolidated
                              
joint ventures
--
$ 661
$ 730
$ (346)
$ (600)
$ (5,203)
$ 872
--
--
--
--
--
--
--
$ (3,886)



92


5.  
DEFERRED CHARGES AND OTHER ASSETS

 
December 31,
(dollars in thousands)
2006
2005
Deferred leasing costs
$184,175
$182,975
Deferred financing costs
21,252
21,764
 
205,427
204,739
Accumulated amortization
(76,407)
(73,410)
Deferred charges, net
129,020
131,329
Notes receivable
11,769
11,919
In-place lease values and related intangible assets, net
58,495
37,028
Prepaid expenses and other assets, net
41,353
17,358
     
Total deferred charges and other assets, net
$240,637
$197,634


6.  
RESTRICTED CASH

Restricted cash includes security deposits for certain of the Company’s 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: (dollars in thousands)

 
December 31,
 
2006
2005
Security deposits
$ 8,496
$8,398
Escrow and other reserve funds
6,952
823
     
Total restricted cash
$15,448
$9,221


7.  
DISCONTINUED OPERATIONS

On March 23, 2006, the Company entered into an agreement to sell its 118,727 square-foot office building located at 300 Westage Business Center Drive in Fishkill, New York. On June 28, 2006, the Company completed the sale of the building, received net sales proceeds of approximately $14.8 million, and recognized a gain of approximately $3.9 million on the sale.

On June 30, 2006, the Company sold 1510 Lancer Drive, an 88,000 square-foot office/flex building located in Moorestown, New Jersey, for $4.2 million, and recognized a gain of approximately $1.0 million on the sale.

On August 9, 2006, the Company entered into an agreement to sell its entire Colorado portfolio, which consists of 19 office buildings totaling approximately 1.4 million square feet, plus 7.1 acres of vacant land and a 1.6 acre site being developed for additional parking at one of the office buildings. On November 10, 2006, the Company completed the sale of the portfolio, received net sales proceeds of approximately $193.4 million, and recognized a gain of approximately $28.3 million on the sale.

On September 25, 2006, the Company entered into an agreement to sell its California portfolio, which consists of two office buildings totaling approximately 450,891 square feet. On December 21, 2006, the Company completed the sale of the portfolio, received net sales proceeds of $124.2 million, and recognized a gain of approximately $26.4 million on the sale.

As the Company sold 111 East Shore Road and 600 Community Drive in North Hempstead, New York; 210 South 16th Street in Omaha, Nebraska; 3600 South Yosemite in Denver, Colorado; 201 Willowbrook Boulevard in Wayne, New Jersey; 1122 Alma Road in Richardson, Texas; and 3 Skyline Drive in Hawthorne, New York during the year ended December 31, 2005; and 3030 L.B.J. Freeway in Dallas, Texas; 84 N.E. Loop 410 in San Antonio, Texas; and 340 Mt. Kemble Avenue in Morris Township, New Jersey during the year ended December 31, 2004; the Company has presented these assets as discontinued operations in the statement of operations for all periods presented.

93

 

There are no properties identified as held for sale as of December 31, 2006.

The following tables summarize income from discontinued operations (net of minority interest) and the related realized gains (losses) and unrealized losses on disposition of rental property (net of minority interest), net for the years ended December 31, 2006, 2005 and 2004: (dollars in thousands)

 
Year Ended December 31,
 
2006
2005
2004
Total revenues
$ 35,348
$ 48,527
$ 65,916
Operating and other expenses
(15,166)
(18,818)
(24,871)
Depreciation and amortization
(7,090)
(12,506)
(15,477)
Interest expense (net of interest income)
102
42
(407)
Minority interest
(2,603)
(2,777)
(2,869)
       
Income from discontinued operations (net of minority interest)
$ 10,591
$ 14,468
$ 22,292

 
Year Ended December 31,
 
2006
2005
2004
Realized gains (losses) on disposition of rental property, net
$ 59,605
$ 7,136
$ 11,130
Unrealized losses on disposition of rental property
--
(1,613)
(11,856)
Minority interest
(11,890)
(1,097)
107
       
Realized gains (losses) and unrealized losses on disposition
      
of rental property (net of minority interest), net
$ 47,715
$ 4,426
$ (619)


8.  
SENIOR UNSECURED NOTES

A summary of the Company’s senior unsecured notes as of December 31, 2006 and 2005 is as follows: (dollars in thousands)

   
December 31,
  
Effective
  
   
2006
  
2005
  
Rate (1)
  
7.250% Senior Unsecured Notes, due March 15, 2009
  
$
299,481
  
$
299,246
    
7.49
%
5.050% Senior Unsecured Notes, due April 15, 2010
    
149,819
    
149,765
    
5.27
%
7.835% Senior Unsecured Notes, due December 15, 2010
    
15,000
    
15,000
    
7.95
%
7.750% Senior Unsecured Notes, due February 15, 2011
    
299,295
    
299,122
    
7.93
%
5.250% Senior Unsecured Notes, due January 15, 2012
    
99,015
    
--
    
5.46
%
6.150% Senior Unsecured Notes, due December 15, 2012
    
91,981
    
91,488
    
6.89
%
5.820% Senior Unsecured Notes, due March 15, 2013
    
25,420
    
25,309
    
6.45
%
4.600% Senior Unsecured Notes, due June 15, 2013
    
99,815
    
99,787
    
4.74
%
5.125% Senior Unsecured Notes, due February 15, 2014
    
201,708
    
201,948
    
5.11
%
5.125% Senior Unsecured Notes, due January 15, 2015
    
149,256
    
149,164
    
5.30
%
5.800% Senior Unsecured Notes, due January 15, 2016
    
200,692
    
99,680
    
5.81
%
                     
Total Senior Unsecured Notes
  
$
1,631,482
  
$
1,430,509
    
6.28
%
                     
(1) Includes the cost of terminated treasury lock agreements (if any), offering and other transaction costs and the discount on the notes, as applicable.


94

On January 24, 2006, the Company issued $100 million face amount of 5.80 percent senior unsecured notes due January 15, 2016 with interest payable semi-annually in arrears, and $100 million face amount of 5.25 percent senior unsecured notes due January 15, 2012 with interest payable semi-annually in arrears. The total proceeds from the issuances, including accrued interest on the 5.80 percent notes, of approximately $200.8 million were used to reduce outstanding borrowings under the Company’s unsecured facility.

On November 15, 2005, the Company issued $100 million face amount of 5.80 percent senior unsecured notes due January 15, 2016 with interest payable semi-annually in arrears. The proceeds from the issuance (net of selling commissions and discount) of approximately $99 million were used to reduce outstanding borrowings under the Company’s unsecured facility.

On April 15, 2005, the Company issued $150 million face amount of 5.05 percent senior unsecured notes due April 15, 2010 with interest payable semi-annually in arrears. The proceeds from the issuance (net of selling commissions and discount) of approximately $148.8 million were used to reduce outstanding borrowings under the Company’s unsecured facility.

On January 25, 2005, the Company issued $150 million face amount of 5.125 percent senior unsecured notes due January 15, 2015 with interest payable semi-annually in arrears. The proceeds from the issuance (including premium and net of selling commissions) of approximately $148.1 million were used primarily to reduce outstanding borrowings under the Company’s unsecured facility.


9.  
UNSECURED REVOLVING CREDIT FACILITY

The Company has an unsecured revolving credit facility with a borrowing capacity of $600 million, (expandable to $800 million). The interest rate on outstanding borrowings (not electing the Company’s competitive bid feature) under the unsecured facility is currently LIBOR plus 65 basis points. The facility has a competitive bid feature, which allows the Company to solicit bids from lenders under the facility to borrow up to $300 million at interest rates less than the current LIBOR plus 65 basis point spread. As of December 31, 2006, the Company’s outstanding borrowings carried a weighted average interest rate of LIBOR plus 41 basis points. The Company may also elect an interest rate representing the higher of the lender’s prime rate or the Federal Funds rate plus 50 basis points. The unsecured facility, which also requires a 15 basis point facility fee on the current borrowing capacity payable quarterly in arrears, is scheduled to mature in November 2009 and has an extension option of one year, which would require a payment of 25 basis points of the then borrowing capacity of the facility upon exercise.

The interest rate and the facility fee are subject to adjustment, on a sliding scale, based upon the operating partnership’s unsecured debt ratings. In the event of a change in the Operating Partnership’s unsecured debt rating, the interest and facility fee rates will be adjusted in accordance with the following table:

Operating Partnership’s
Interest Rate -
 
Unsecured Debt Ratings:
Applicable Basis Points
Facility Fee
S&P Moody’s/Fitch (a)
Above LIBOR
Basis Points
No ratings or less than BBB-/Baa3/BBB-
112.5
25.0
BBB-/Baa3/BBB-
80.0
20.0
BBB/Baa2/BBB (current)
65.0
15.0
BBB+/Baa1/BBB+
55.0
15.0
A-/A3/A- or higher
50.0
15.0
     
(a) If the Operating Partnership has debt ratings from two rating agencies, one of which is Standard & Poor’s Rating Services (“S&P”) or Moody’s Investors Service (“Moody’s”), the rates per the above table shall be based on the lower of such ratings. If the Operating Partnership has debt ratings from three rating agencies, one of which is S&P or Moody’s, the rates per the above table shall be based on the lower of the two highest ratings. If the Operating Partnership has debt ratings from only one agency, it will be considered to have no rating or less than BBB-/Baa3/BBB- per the above table.

The terms of the 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 real estate properties (to the extent that: (i) such property dispositions cause the Company to default on any of the financial ratios

95

of the facility described below, or (ii) the property dispositions are completed while the Company is under an event of default under the facility, unless, under certain circumstances, such disposition is being carried out to cure such default), 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 fixed charge coverage, the maximum amount of unsecured indebtedness, the minimum amount of unencumbered property interest coverage and certain investment limitations. The dividend restriction referred to above provides that, except to enable the Company to continue to qualify as a REIT under the Code, the Company will not during any four consecutive fiscal quarters make distributions with respect to common stock or other common equity interests in an aggregate amount in excess of 90 percent of funds from operations (as defined in the facility agreement) for such period, subject to certain other adjustments.

The lending group for the credit facility consists of: JPMorgan Chase Bank, N.A., as administrative agent; Bank of America, N.A., as syndication agent; The Bank of Nova Scotia, New York Agency; Wachovia Bank, National Association; and Wells Fargo Bank, National Association, as documentation agents; SunTrust Bank, as senior managing agent; US Bank National Association; Citicorp North America, Inc.; and PNC Bank National Association, as managing agents; and Bank of China, New York Branch; The Bank of New York; Chevy Chase Bank, F.S.B.; The Royal Bank of Scotland, plc; Mizuho Corporate Bank, Ltd.; UFJ Bank Limited, New York Branch; The Governor and Company of the Bank of Ireland; Bank Hapoalim B.M.; Comerica Bank; Chang Hwa Commercial Bank, Ltd., New York Branch; First Commercial Bank, New York Agency; Chiao Tung Bank Co., Ltd., New York Agency; Deutsche Bank Trust Company Americas; and Hua Nan Commercial Bank, New York Agency.

SUMMARY
As of December 31, 2006 and 2005, the Company had outstanding borrowings of $145 million and $227 million, respectively, under its unsecured revolving credit facility.


10.  
MORTGAGES, LOANS PAYABLE AND OTHER OBLIGATIONS

The Company has mortgages, loans payable and other obligations which primarily consist of various loans collateralized by certain of the Company’s rental properties. As of December 31, 2006, 20 of the Company’s properties, with a total book value of approximately $600.9 million, are encumbered by the Company’s mortgages and loans payable. Payments on mortgages, loans payable and other obligations are generally due in monthly installments of principal and interest, or interest only.

96


A summary of the Company’s mortgages, loans payable and other obligations as of December 31, 2006 and 2005 is as follows: (dollars in thousands)

   
Effective
Principal Balance at
 
   
Interest
December 31,
  
Property Name
Lender
Rate (a)
2006
2005
    Maturity
Mack-Cali Airport
Allstate Life Insurance Co.
7.05%
$ 9,422
$ 9,644
04/01/07 (b)
6303 Ivy Lane
State Farm Life Insurance Co.
5.57%
6,020
--
07/01/07 (c)
6404 Ivy Lane
TIAA
5.58%
13,665
--
08/01/08
Assumed obligations
Various
4.90%
38,742
53,241
05/01/09 (d)
Various (e)
Prudential Insurance Co.
4.84%
150,000
150,000
01/15/10
105 Challenger Road
Archon Financial CMBS
6.24%
18,748
--
06/06/10
2200 Renaissance Boulevard
TIAA
5.89%
17,819
18,174
12/01/12
Soundview Plaza
TIAA
6.02%
18,013
18,427
01/01/13
9200 Edmonston Road
Principal Commercial Funding, L.L.C.
5.53%
5,232
--
05/01/13
6305 Ivy Lane
John Hancock Life Insurance Co.
5.53%
7,285
--
01/01/14
395 West Passaic
State Farm Life Insurance Co.
6.00%
12,996
--
05/01/14
6301 Ivy Lane
John Hancock Life Insurance Co.
5.52%
6,821
--
07/01/14
35 Waterview
Wachovia CMBS
6.35%
20,318
--
08/11/14
500 West Putnam Avenue
New York Life Ins. Co.
5.57%
25,000
25,000
01/10/16
23 Main Street
JP Morgan CMBS
5.59%
33,396
33,500
09/01/18
Harborside - Plaza 2 and 3
Northwestern/Principal
--
--
144,642
01/01/06 (f)
Monmouth Executive Center
Lehman Brothers CMBS
--
--
16,044
09/01/06 (g)
           
Total Mortgages, loans payable and other obligations:
    
$383,477
$468,672
  
           
(a) Reflects effective rate of debt, including deferred financing costs, comprised of the cost of terminated treasury lock agreements (if any), debt initiation costs and other transaction costs, as applicable.
(b) On February 5, 2007, the Company repaid this mortgage loan at par, using available cash.
(c) On February 15, 2007, the Company repaid this mortgage loan at par, using available cash.
(d) The obligations mature at various times through May 2009.
(e) Mortgage is collateralized by seven properties.
(f) On January 3, 2006, the Company repaid this mortgage loan at par, using borrowings under the Unsecured Facility.
(g) On August 1, 2006, the Company repaid the loan at par, using borrowings under the Company’s revolving credit facility.


97


SCHEDULED PRINCIPAL PAYMENTS
Scheduled principal payments and related weighted average annual interest rates for the Company’s senior unsecured notes (see Note 8), unsecured revolving credit facility and mortgages, loans payable and other obligations as of December 31, 2006 are as follows: (dollars in thousands)

               
Weighted Avg.
  
   
Scheduled
  
Principal
      
Interest Rate of
  
Period
  
Amortization
  
Maturities
  
Total
  
Future Repayments (a)
  
2007
  
$
19,126
  
$
15,152
  
$
34,278
    
5.67
%
2008
    
17,971
    
12,563
    
30,534
    
5.25
%
2009
    
10,100
    
445,000
    
455,100
    
6.89
%
2010
    
2,795
    
334,500
    
337,295
    
5.26
%
2011
    
3,580
    
300,000
    
303,580
    
7.91
%
Thereafter
    
11,685
    
993,091
    
1,004,776
    
5.57
%
Sub-total
    
65,257
    
2,100,306
    
2,165,563
    
6.11
%
Adjustment for unamortized debt
                          
discount/premium, net, as of
                          
December 31, 2006
    
(5,604
)
  
--
    
(5,604
)
  
--
  
                           
Totals/Weighted Average
  
$
59,653
  
$
2,100,306
  
$
2,159,959
    
6.11
%

(a)  
Actual weighted average LIBOR contract rates relating to the Company’s outstanding debt as of December 31, 2005 of 5.35 percent was used in calculating revolving credit facility and other variable rate debt interest rates.

CASH PAID FOR INTEREST AND INTEREST CAPITALIZED
Cash paid for interest for the years ended December 31, 2006, 2005 and 2004 was $132,904,000, $115,359,000 and $110,092,000, respectively. Interest capitalized by the Company for the years ended December 31, 2006, 2005 and 2004 was $6,058,000, $5,518,000 and $3,920,000, respectively.

SUMMARY OF INDEBTEDNESS
As of December 31, 2006, the Company’s total indebtedness of $2,159,959,000 (weighted average interest rate of 6.11 percent) was comprised of $145,000,000 of revolving credit facility borrowings (weighted average rate of 5.76 percent) and fixed rate debt and other obligations of $2,014,959,000 (weighted average rate of 6.14 percent).

As of December 31, 2005, the Company’s total indebtedness of $2,126,181,000 (weighted average interest rate of 6.15 percent) was comprised of $227,000,000 of revolving credit facility borrowings (weighted average rate of 4.84 percent) and fixed rate debt and other obligations of $1,899,181,000 (weighted average rate of 6.30 percent).


11.  
MINORITY INTERESTS

OPERATING PARTNERSHIP
Minority interests in the accompanying consolidated financial statements relate to (i) preferred units (“Preferred Units”) and common units in the Operating Partnership, held by parties other than the Company, and (ii) interests in consolidated joint ventures for the portion of such properties not owned by the Company.

Preferred Units
The Operating Partnership has one class of outstanding Preferred Units, the Series C Preferred Units, and one class of Preferred Units, the Series B Preferred Units, which were converted to common units on June 13, 2005, each of which are described as follows:

Series C
In connection with the Company’s issuance of $25 million of Series C cumulative redeemable perpetual preferred stock, the Company acquired from the Operating Partnership $25 million of Series C Preferred Units (the “Series C Preferred Units”), which have terms essentially identical to the Series C preferred stock. See Note 14: Stockholders’ Equity - Preferred Stock.

98

 

Series B
The Series B Preferred Units had a stated value of $1,000 per unit and were preferred as to assets over any class of common units or other class of preferred units of the Company, based on circumstances per the applicable unit certificates. The quarterly distribution on each Series B Preferred Unit was an amount equal to the greater of (i) $16.875 (representing 6.75 percent of the Series B Preferred Unit stated value of an annualized basis) or (ii) the quarterly distribution attributable to a Series B Preferred Unit determined as if such unit had been converted into common units, subject to adjustment for customary anti-dilution rights.

On June 13, 2005, the Operating Partnership caused the mandatory conversion (the “Conversion”) of all 215,018 outstanding Series B Preferred Units into 6,205,425.72 Common Units. Each Series B Preferred Unit was converted into whole and fractional Common Units equal to (x) the $1,000 stated value, divided by (y) the conversion price of $34.65. A description of the rights, preferences and privileges of the Common Units is set forth below.

Common Units
Certain individuals and entities own common units in the Operating Partnership. A common unit and a share of common stock of the Company 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 at their option, subject to certain restrictions, on the basis of one common unit for either one share of common stock or cash equal to the fair market value of a share at the time of the redemption. The Company has the option to deliver shares of common stock in exchange for all or any portion of the cash requested. The common unitholders may not put the units for cash to the Company or the Operating Partnership. When a unitholder redeems a common unit, minority interest in the Operating Partnership is reduced and the Company’s investment in the Operating Partnership is increased. 

Unit Transactions
The following table sets forth the changes in minority interest which relate to the Series B Preferred Units and common units in the Operating Partnership for the years ended December 31, 2006, 2005 and 2004: (dollars in thousands)

   
Series B
      
Series B
          
   
Preferred
  
Common
  
Preferred
  
Common
      
   
Units
  
Units
  
Unitholders
  
Unitholders
  
Total
  
Balance at January 1, 2004
    
215,018
    
7,795,498
  
$
220,547
  
$
207,552
  
$
428,099
  
Net income
    
--
    
--
    
15,636
    
12,901
    
28,537
  
Distributions
    
--
    
--
    
(15,636
)
  
(19,501
)
  
(35,137
)
Redemption of common
                                
units for shares of
                                
common stock
    
--
    
(179,051
)
  
--
    
(4,644
)
  
(4,644
)
Balance at December 31, 2004
    
215,018
    
7,616,447
  
$
220,547
  
$
196,308
  
$
416,855
  
Net income
    
--
    
--
    
3,909
    
18,722
    
22,631
  
Distributions
    
--
    
--
    
(3,909
)
  
(30,754
)
  
(34,663
)
Conversion of Preferred Units
                                
into common units
    
(215,018
)
  
6,205,426
    
(220,547
)
  
220,547
    
--
  
Issuance of common units
    
--
    
63,328
    
--
    
2,786
    
2,786
  
Redemption of common
                                
units for shares of
                                
common stock
    
--
    
(234,762
)
  
--
    
(6,790
)
  
(6,790
)
Balance at December 31, 2005
    
--
    
13,650,439
    
--
  
$
400,819
  
$
400,819
  
Net income
    
--
    
--
    
--
    
35,026
    
35,026
  
Distributions
    
--
    
--
    
--
    
(38,585
)
  
(38,585
)
Issuance of common units
    
--
    
2,167,053
    
--
    
97,517
    
97,517
  
Redemption of common
                                
units for shares of
                                
common stock
    
--
    
(475,209
)
  
--
    
(14,674
)
  
(14,674
)
                                 
Balance at December 31, 2006
    
--
    
15,342,283
    
--
  
$
480,103
  
$
480,103
  


99

Minority Interest Ownership
As of December 31, 2006 and December 31, 2005, the minority interest common unitholders owned 19.6 percent and 18.0 percent of the Operating Partnership, respectively.

CONSOLIDATED JOINT VENTURES
The Company has ownership interests in certain joint ventures which it consolidates. Various entities and/or individuals hold minority interests in many of these ventures.


12.  
EMPLOYEE BENEFIT 401(k) PLAN

Employees of the Company, other than those assigned to the Gale Company and affiliated employers, who meet certain minimum age and period of service requirements are eligible to participate in a 401(k) defined contribution plan (the “401(k) Plan”). The 401(k) Plan allows eligible employees to defer from 1 to 30 percent of their annual compensation, subject to certain limitations imposed by federal law. The amounts contributed by employees are immediately vested and non-forfeitable. The Company, at management’s discretion, may match employee contributions and/or make discretionary contributions. Total expense recognized by the Company for the 401(k) Plan for each of the three years ended December 31, 2006, 2005 and 2004 was $400,000.

All employees of the Gale Company and other affiliated participating employers, other than certain employees who are represented for collective bargaining purposes by a labor organization, who meet certain minimum age and period of service requirements are eligible to participate in a 401(k) defined contribution plan (the “Gale Plan”). The Gale Plan allows eligible employees to defer from their annual compensation, the maximum amount permitted under federal law. The amounts contributed by employees are immediately vested and non-forfeitable. The Gale Company or the participant’s employer matches the employee’s deferral at the rate of 50 percent on the first six percent of the employee’s annual compensation for employees who have at least 1,000 hours of service and are employed on the last day of the plan year. In addition, the Company, at management’s discretion, may make discretionary contributions. Participants become 50 percent vested in employer contributions after two years of service and become 100 percent vested after three years of service. Total expense recognized after the completion of the Gale/Green Transactions by the Company for the Gale Plan for the year ended December 31, 2006 was $370,000.


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 judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments at December 31, 2006 and 2005. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash equivalents, marketable securities, receivables, accounts payable, and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of December 31, 2006 and 2005.

The fair value of the fixed-rate mortgage debt and unsecured notes as of December 31, 2006 approximated the book value of approximately $2.0 billion. As of December 31, 2005, the fair value of fixed-rate mortgage debt and unsecured notes was approximately $39.4 million higher than the book value of approximately $1.9 billion. The fair value of the mortgage debt and the unsecured notes was determined by discounting the future contractual interest and principal payments by a market rate.

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2006 and 2005. 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, 2006 and current estimates of fair value may differ significantly from the amounts presented herein.

100


14.  
COMMITMENTS AND CONTINGENCIES

TAX ABATEMENT AGREEMENTS
Harborside Financial Center
Pursuant to agreements with the City of Jersey City, New Jersey, the Company is required to make payments in lieu of property taxes (“PILOT”) on certain of its properties located in Jersey City, as follows:


The Harborside Plaza 4-A agreement, which commenced in 2000, is for a term of 20 years. The PILOT is equal to two percent of Total Project costs, as defined, and increases by 10 percent in years 7, 10 and 13 and by 50 percent in year 16. Total Project costs, as defined, are $45.5 million. The PILOT totaled $910,000 for each of the years ended December 31, 2006, 2005 and 2004.

The Harborside Plaza 5 agreement, as amended, which commenced in 2002 upon substantial completion of the property, as defined, is for a term of 20 years. The PILOT is equal to two percent of Total Project Costs. Total Project Costs, as defined, are $159.6 million. The PILOT totaled $3.2, $3.2 and $3.2 million for each of the years ended December 31, 2006, 2005 and 2004.

At the conclusion of the above-referenced PILOT agreements, it is expected that the properties will be assessed by the municipality and be subject to real estate taxes at the then prevailing rates.

LITIGATION
The Company is a defendant in litigation arising in the normal course of its business activities. Management does not believe that the ultimate resolution of these matters will have a materially adverse effect upon the Company’s financial condition taken as whole.

OPERATING LEASE AGREEMENTS
Future minimum rental payments under the terms of all non-cancelable operating leases under which the Company is the lessee, as of December 31, 2006, are as follows: (dollars in thousands)

Year
     Amount
2007
     $412
2008
        68
2009
        16
2010
          3
   
Total
     $499

GROUND LEASE AGREEMENTS
Future minimum rental payments under the terms of all non-cancelable ground leases under which the Company is the lessee, as of December 31, 2006, are as follows: (dollars in thousands)

Year
     Amount
2007
     $ 508
2008
        486
2009
        501
2010
        501
2011
        501
2012 through 2084
   35,453
   
Total
 $37,950


101

Ground lease expense incurred by the Company during the years ended December 31, 2006, 2005 and 2004 amounted to $698,000, $606,000 and $583,000, respectively.

OTHER
The Company may not dispose of or distribute certain of its properties, currently comprising 50 properties with an aggregate net book value of approximately $1.3 billion, which were originally contributed by members of either the Mack Group (which includes William L. Mack, Chairman of the Company’s Board of Directors; David S. Mack, director; Earle I. Mack, a former director; and Mitchell E. Hersh, president, chief executive officer and director), the Robert Martin Group (which includes, Robert F. Weinberg director; Martin S. Berger, a former director; and Timothy M. Jones, former president), the Cali Group (which includes John R. Cali, director, and John J. Cali, a former director) or certain other common unitholders without the express written consent of a representative of the Mack Group, the Robert Martin Group, the Cali Group or the specific certain other common unitholders, as applicable, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate Mack Group, Robert Martin Group, Cali Group members or the specific certain other common unitholders for the tax consequences of the recognition of such built-in-gains (collectively, the “Property Lock-Ups”). The aforementioned restrictions do not apply in the event that the Company sells all of its properties or in connection with a sale transaction which the Company’s Board of Directors determines is reasonably necessary to satisfy a material monetary default on any unsecured debt, judgment or liability of the Company or to cure any material monetary default on any mortgage secured by a property. The Property Lock-Ups expire periodically through 2016. Upon the expiration of the Property Lock-Ups, the Company is generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate Mack Group, Robert Martin Group, Cali Group members or the specific certain other common unitholders. 88 of our properties, with an aggregate net book value of approximately $809.0 million, have lapsed restrictions and are subject to these conditions.


15.  
TENANT LEASES

The Properties are leased to tenants under operating leases with various expiration dates through 2026. 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.

Future minimum rentals to be received under non-cancelable operating leases at December 31, 2006 are as follows: (dollars in thousands)

Year
     Amount         
2007
     $550,259
2008
       510,918
2009
       463,182
2010
       408,125
2011
       340,610
2012 and thereafter
    1,016,936
 
 
Total
  $3,290,030


16.  
STOCKHOLDERS’ EQUITY

To maintain its qualification as a REIT, not more than 50 percent in value of the outstanding shares of the Company may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of any taxable year of the Company, other than its initial taxable year (defined to include certain entities), applying certain constructive ownership rules. To help ensure that the Company will not fail this test, the Company’s Articles of Incorporation provide for, among other things, certain restrictions on the transfer of common stock to prevent further concentration of stock ownership. Moreover, to evidence compliance with these requirements, the Company must maintain records that disclose the actual ownership of its outstanding common stock and demands written statements each year from the holders of record of designated percentages of its common stock requesting the disclosure of the beneficial owners of such common stock.

102

 

COMMON STOCK
On February 7, 2007, the Company completed an underwritten offer and sale of 4,650,000 shares of its common stock and used the net proceeds, which totaled approximately $252 million (after offering costs), primarily to pay down its outstanding borrowings under the Company’s revolving credit facility and general corporate purposes.

PREFERRED STOCK
On March 14, 2003, in a publicly registered transaction with a single institutional buyer, the Company completed the sale and issuance of 10,000 shares of eight-percent Series C cumulative redeemable perpetual preferred stock (“Series C Preferred Stock”) in the form of 1,000,000 depositary shares ($25 stated value per depositary share). Each depositary share represents 1/100th of a share of Series C Preferred Stock. The Company received net proceeds of approximately $24.8 million from the sale. See Note 11: Minority Interests - Operating Partnership - Preferred Units.

The Series C Preferred Stock has preference rights with respect to liquidation and distributions over the common stock. Holders of the Series C Preferred Stock, except under certain limited conditions, will not be entitled to vote on any matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Series C Preferred Stock will have the right to elect two additional members to serve on the Company’s Board of Directors until dividends have been paid in full. At December 31, 2006, there were no dividends in arrears. The Company may issue unlimited additional preferred stock ranking on a parity with the Series C Preferred Stock but may not issue any preferred stock senior to the Series C Preferred Stock without the consent of two-thirds of its holders. The Series C Preferred Stock is essentially on an equivalent basis in priority with the Preferred Units.

Except under certain conditions relating to the Company’s qualification as a REIT, the Series C Preferred Stock is not redeemable prior to March 14, 2008. On and after such date, the Series C Preferred Stock will be redeemable at the option of the Company, in whole or in part, at $25 per depositary share, plus accrued and unpaid dividends.

SHARE REPURCHASE PROGRAM
The Company has authorization to repurchase up to $45.5 million of its outstanding common stock, which it may repurchase from time to time in open market transactions at prevailing prices or through privately negotiated transactions.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Company has a dividend reinvestment and stock purchase plan, which commenced in March 1999.

SHAREHOLDER RIGHTS PLAN
On June 10, 1999, the Board of Directors of the Company authorized a dividend distribution of one preferred share purchase right (“Right”) for each outstanding share of common stock which were distributed to all holders of record of the common stock on July 6, 1999. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A junior participating preferred stock, par value $0.01 per share (“Preferred Shares”), at a price of $100.00 per one one-thousandth of a Preferred Share (“Purchase Price”), subject to adjustment as provided in the rights agreement. The Rights expire on July 6, 2009, unless the expiration date is extended or the Right is redeemed or exchanged earlier by the Company.

The Rights are attached to each share of common stock. The Rights are generally exercisable only if a person or group becomes the beneficial owner of 15 percent or more of the outstanding common stock or announces a tender offer for 15 percent or more of the outstanding common stock (“Acquiring Person”). In the event that a person or group becomes an Acquiring Person, each holder of a Right will have the right to receive, upon exercise, common stock having a market value equal to two times the Purchase Price of the Right.

STOCK OPTION PLANS
In May 2004, the Company established the 2004 Incentive Stock Plan under which a total of 2,500,000 shares have been reserved for issuance. No options have been granted through December 31, 2006 under this plan. In September 2000, the Company established the 2000 Employee Stock Option Plan (“2000 Employee Plan”) and the Amended and Restated 2000 Director Stock Option Plan (“2000 Director Plan”). In May 2002, shareholders of the Company approved amendments to

103

both plans to increase the total shares reserved for issuance under both of the 2000 plans from 2,700,000 to 4,350,000 shares of the Company’s common stock (from 2,500,000 to 4,000,000 shares under the 2000 Employee Plan and from 200,000 to 350,000 shares under the 2000 Director Plan). In 1994, and as subsequently amended, the Company 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 Company’s common stock had been reserved for issuance (4,980,188 shares under the Employee Plan and 400,000 shares under the Director Plan). As the Employee Plan and Director Plan expired in 2004, stock options may no longer be issued under those plans. Stock options granted under the Employee Plan in 1994 and 1995 became exercisable over a three-year period. Stock options granted under the 2000 Employee Plan and those options granted subsequent to 1995 under the Employee Plan become exercisable over a five-year period. All stock options granted under both the 2000 Director Plan and 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, 2006 and December 31, 2005, the stock options outstanding had a weighted average remaining contractual life of approximately 4.7 and 5.7 years, respectively. Stock options exercisable at December 31, 2006 and December 31, 2005 had a weighted average remaining contractual life of approximately 4.5 and 5.2 years, respectively.

Information regarding the Company’s stock option plans is summarized below:

   
Weighted
Aggregate
 
Shares
Average
Intrinsic
 
Under
Exercise
Value
 
Options
Price
$(000’s)
Outstanding at January 1, 2004
2,990,135
$30.56
  
Granted
10,000
$38.07
  
Exercised
(1,250,864)
$32.40
  
Lapsed or canceled
(45,640)
$28.49
  
Outstanding at December 31, 2004
1,703,631
$29.31
  
Granted
5,000
$45.47
  
Exercised
(574,506)
$28.92
  
Lapsed or canceled
(50,540)
$28.60
  
Outstanding at December 31, 2005
1,083,585
$29.63
  
Exercised
(352,699)
$29.65
  
Lapsed or canceled
(40,580)
$28.53
  
Outstanding at December 31, 2006 ($24.63 - $45.47)
690,306
$29.68
$14,717
Options exercisable at December 31, 2005
782,905
$29.96
$10,366
Options exercisable at December 31, 2006
571,026
$29.94
$12,017
Available for grant at December 31, 2005
4,590,098
    
Available for grant at December 31, 2006
4,547,214
--
--

The weighted average fair value of options granted during 2005 and 2004 was $3.62 and $3.28 per option. 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 Company’s fair value calculations of stock options granted in 2005 and 2004:

   
2005
2004
Expected life (in years)
  
6
6
Risk-free interest rate
  
3.97%
3.74%
Volatility
  
15.00%
19.50%
Dividend yield
  
5.54%
6.65%

No stock options were granted during the year ended December 31, 2006.

Cash received from options exercised under all stock option plans was $10.5 million, $16.6 million and $40.5 million for the years ended December 31, 2006, 2005 and 2004, respectively. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004 was $6.2 million, $9.1 million and $12.3 million, respectively. The Company has a policy of issuing new shares to satisfy stock option exercises.

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The Company recognized stock options expense of $465,000, $448,000 and $415,000 for the years ended December 31, 2006, 2005 and 2004, respectively. Included in stock options expense for the year ended December 31, 2006 was a stock option charge of $323,000, which resulted from the accelerated vesting of 16,840 unvested options during the year ended December 31, 2006. As of December 31, 2006, the Company had 4.4 million of total unrecognized compensation cost related to unvested stock compensation granted under the Company’s stock compensation plans. That cost is expected to be recognized over a weighted average period of 1.8 years.

STOCK COMPENSATION
The Company has granted stock awards (“Restricted Stock Awards”) to officers, certain other employees, and non-employee members of the Board of Directors of the Company, which allow the holders to each receive a certain amount of shares of the Company’s common stock generally over a one to five-year vesting period and generally based on time and service, of which 216,620 shares were outstanding at December 31, 2006. Of the outstanding Restricted Stock Awards granted to executive officers and senior management, 93,746 are contingent upon the Company meeting certain performance and/or stock price appreciation objectives. All Restricted Stock Awards provided to the officers and certain other employees were granted under the 2000 Employee Plan and the Employee Plan. Restricted Stock Awards granted to directors were granted under the 2000 Director Plan.

Information regarding the Restricted Stock Awards is summarized below:

   
Weighted-Average
   
Grant - Date
 
Shares
Fair Value
Outstanding at January 1, 2004
280,869
$ 32.51
Granted (a)
47,056
$ 40.51
Vested
(109,938)
$ 35.17
Forfeited
(19,284)
$ 29.84
Outstanding at December 31, 2004
198,703
$ 33.19
Granted (b)
165,660
$ 43.41
Vested
(109,419)
$ 40.36
Forfeited
(8,000)
$ 43.85
Outstanding at December 31, 2005
246,944
$ 37.17
Granted (c)
81,034
$ 52.94
Vested
(102,808)
$ 43.72
Forfeited
(8,550)
$ 43.59
     
Outstanding at December 31, 2006
216,620
$ 39.78
   
(a) Included in the 47,056 Restricted Stock Awards granted in 2004 were 34,056 awards granted to the Company’s four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Michael Grossman.
(b) Included in the 165,660 Restricted Stock Awards granted in 2005 were 37,960 awards granted to the Company’s four executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas and Michael Grossman.
(c) Included in the 81,034 Restricted Stock Awards granted in 2006 were 67,834 awards granted to the Company’s five executive officers, Mitchell E. Hersh, Barry Lefkowitz, Roger W. Thomas, Michael Grossman and Mark Yeager.

DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS
The Deferred Compensation Plan for Directors, which commenced January 1, 1999, allows non-employee directors of the Company to elect to defer up to 100 percent of their annual retainer fee into deferred stock units. The deferred stock units are convertible into an equal number of shares of common stock upon the directors’ termination of service from the Board of Directors or a change in control of the Company, as defined in the plan. Deferred stock units are credited to each director quarterly using the closing price of the Company’s common stock on the applicable dividend record date for the respective quarter. Each participating director’s account is also credited for an equivalent amount of deferred stock units based on the dividend rate for each quarter.

During the years ended December 31, 2006, 2005 and 2004, 6,266, 6,655 and 6,230 deferred stock units were earned, respectively. As of December 31, 2006 and 2005, there were 37,263 and 30,903 director stock units outstanding, respectively.
 
105

 

EARNINGS PER SHARE
Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

The following information presents the Company’s results for the years ended December 31, 2006, 2005 and 2004 in accordance with FASB No. 128: (dollars in thousands)

   
Year Ended December 31,
  
Computation of Basic EPS
  
2006
  
2005
 
2004
  
Income from continuing operations
  
$
86,360
  
$
76,594
  
$
80,780
  
Deduct: Preferred stock dividends
    
(2,000
)
  
(2,000
)
  
(2,000
)
Income from continuing operations available to common shareholders
    
84,360
    
74,594
    
78,780
  
Income from discontinued operations
    
58,306
    
18,894
    
21,673
  
Net income available to common shareholders
  
$
142,666
  
$
93,488
  
$
100,453
  
                     
Weighted average common shares
    
62,237
    
61,477
    
60,351
  
                     
Basic EPS:
                    
Income from continuing operations
  
$
1.35
  
$
1.21
  
$
1.30
  
Income from discontinued operations
    
0.94
    
0.31
    
0.36
  
Net income available to common shareholders
  
$
2.29
  
$
1.52
  
$
1.66
  


   
Year Ended December 31,
  
Computation of Diluted EPS
  
2006
  
2005
  
2004
  
Income from continuing operations available to common shareholders
  
$
84,360
  
$
74,594
  
$
78,780
  
Add: Income from continuing operations attributable to
                   
Operating Partnership - common units
    
20,533
    
14,851
    
10,139
  
Income from continuing operations for diluted earnings per share
    
104,893
    
89,445
    
88,919
  
Income from discontinued operations for diluted earnings per share
    
72,799
    
22,765
    
24,435
  
Net income available to common shareholders
  
$
177,692
  
$
112,210
  
$
113,354
  
                     
Weighted average common shares
    
77,901
    
74,189
    
68,743
  
                     
Diluted EPS:
                    
Income from continuing operations
  
$
1.35
  
$
1.20
  
$
1.29
  
Income from discontinued operations
    
0.93
    
0.31
    
0.36
  
Net income available to common shareholders
  
$
2.28
  
$
1.51
  
$
1.65
  


106


The following schedule reconciles the shares used in the basic EPS calculation to the shares used in the diluted EPS calculation:

 
Year Ended December 31,
 
2006
2005
2004
Basic EPS shares
62,237
61,477
60,351
Add: Operating Partnership - common units
15,286
12,252
7,759
Stock options
310
401
569
Restricted Stock Awards
68
59
58
Stock Warrants
--
--
6
Diluted EPS Shares
77,901
74,189
68,743

Not included in the computations of diluted EPS were 0, 1,507, and 0 stock options as such securities were anti-dilutive during the years ended December 31, 2006, 2005 and 2004, respectively. Also excluded from diluted EPS computations were 1,530,105 and 6,205,426 Series B Preferred Units, on an as converted basis into common units, as such securities were anti-dilutive during the years ended December 31, 2005 and 2004, respectively. Unvested restricted stock outstanding as of December 31, 2006, 2005 and 2004 were 216,620, 246,944 and 198,703, respectively.


17.  
SEGMENT REPORTING

The Company operates in two business segments: (i) real estate and (ii) construction services. The Company provides leasing, property and facilities management, acquisition, development, construction and tenant-related services for its portfolio. In May 2006, in conjunction with the Company’s acquisition of the Gale Company and related businesses, the Company acquired a business specializing solely in construction and related services whose operations comprise the Company’s construction services segment. Included in the Company’s revenues for the year end December 31, 2006 was $4,806,000 derived from foreign countries. The Company had no long lived assets in foreign locations as of December 31, 2006 and December 31, 2005. The accounting policies of the segments are the same as those described in Note 2: Significant Accounting Policies, excluding depreciation and amortization.

The Company evaluates performance based upon net operating income from the combined properties in the real estate segment and net operating income from its construction services segment.

107

Selected results of operations for the years ended December 31, 2006, 2005 and 2004 and selected asset information as of December 31, 2006 and 2005 regarding the Company’s operating segments are as follows: (dollars in thousands)

   
 
Real Estate
 
Construction
Services
  
Corporate
& Other (d)
  
Total Company
      
Total revenues:
                      
2006
  
$
676,593
  
$
56,582
  
$
7,134
  
$
740,309
        
2005
    
597,381
    
--
    
2,750
    
600,131
        
2004
    
533,358
    
--
    
3,881
    
537,239
        
                                 
Total operating and interest expenses (a):
                                
2006
  
$
260,736
  
$
55,871
  
$
176,087
  
$
492,694
    
(e
)
2005
    
210,445
    
--
    
150,950
    
361,395
    
(f
)
2004
    
168,433
    
--
    
141,987
    
310,420
    
(g
)
                                 
Equity in earnings of unconsolidated
                               
joint ventures:
                                
2006
  
$
(5,556
)
$
--
  
$
--
  
$
(5,556
)
      
2005
    
248
    
--
    
--
    
248
        
2004
    
(3,886
)
  
--
    
--
    
(3,886
)
      
                                 
Net operating income (b):
                                
2006
  
$
410,301
  
$
711
  
$
(168,953
)
$
242,059
    
(e
)
2005
    
387,184
    
--
    
(148,200
)
  
238,984
    
(f
)
2004
    
361,039
    
--
    
(138,106
)
  
222,933
    
(g
)
                                 
Total assets:
                                
2006
  
$
4,281,222
  
$
28,353
  
$
113,314
  
$
4,422,889
        
2005
    
4,097,098
    
--
    
150,404
    
4,247,502
        
                                 
Total long-lived assets (c):
                                
2006
  
$
4,036,393
  
$
--
  
$
1,550
  
$
4,037,943
        
2005
    
3,921,536
    
--
    
2,066
    
3,923,602
        
                                 

(a)
Total operating and interest expenses represent the sum of: real estate taxes; utilities; operating services; direct construction costs; real estate services salaries, wages and other costs; general and administrative and interest expense (net of interest income). All interest expense, net of interest income, (including for property-level mortgages) is excluded from segment amounts and classified in Corporate & Other for all periods.
(b)
Net operating income represents total revenues less total operating and interest expenses [as defined in Note (a)], plus equity in earnings (loss) of unconsolidated joint ventures, for the period.
(c)
Long-lived assets are comprised of net investment in rental property, unbilled rents receivable and investments in unconsolidated joint ventures.
(d)  
Corporate & Other represents all corporate-level items (including interest and other investment income, interest expense and non-property general and administrative expense) as well as intercompany eliminations necessary to reconcile to consolidated Company totals.
(e)  
Excludes $160,859 of depreciation and amortization.
(f)  
Excludes $143,593 of depreciation and amortization.
(g)  
Excludes $117,097 of depreciation and amortization.


18.  
RELATED PARTY TRANSACTIONS

William L. Mack, Chairman of the Board of Directors of the Company (“W. Mack”), David S. Mack, a director of the Company, and Earle I. Mack, a former director of the Company (“E. Mack”), are the executive officers, directors and stockholders of a corporation that leases approximately 7,801 square feet at one of the Company’s office properties, which is scheduled to expire in November 2008. The Company has recognized $228,000, $242,000 and $227,000 in revenue under this lease for the years ended December 31, 2006, 2005 and 2004, respectively, and had no accounts receivable from the corporation as of December 31, 2006 and 2005.

108

 

The Company has conducted business with certain entities (“RMC Entity” or “RMC Entities”), whose principals include Timothy M. Jones, Robert F. Weinberg and Martin S. Berger, each of whom are affiliated with the Company as the former president of the Company, a current member of the Board of Directors and a former member of the Board of Directors of the Company, respectively. In connection with the Company’s acquisition of 65 Class A properties from The Robert Martin Company (“Robert Martin”) on January 31, 1997, as subsequently modified, the Company granted Robert Martin the right to designate one seat on the Company’s Board of Directors (“RM Board Seat”), which right has since expired. The RM Board Seat had historically been shared between Robert F. Weinberg and Martin S. Berger, each of whom had agreed that, for so long as either of them serves on the Board of Directors, that such board seat would be rotated among Mr. Berger and Mr. Weinberg annually at the time of each annual meeting of stockholders. At the Company’s 2003 annual meeting of stockholders, Mr. Berger was elected to the Board of Directors and he continued to share his board seat with Mr. Weinberg. At the Company’s 2006 annual meeting of stockholders, Mr. Weinberg was elected to the Board of Directors and he intends to continue sharing his board seat with Mr. Berger. The business that the Company has conducted with RMC Entities was as follows:


(1)  
The Company provides management, leasing and construction-related services to properties in which RMC Entities have an ownership interest. The Company recognized approximately $2 million, $1.1 million and $2 million in revenue from RMC Entities for the years ended December 31, 2006, 2005 and 2004, respectively. As of December 31, 2006 and 2005, respectively, the Company had $131,000 and zero accounts receivable from RMC Entities.
(2)  
An RMC Entity leased space at one of the Company’s office properties for approximately 3,330 square feet, which, after a three-year renewal and expansion signed with the Company in 2005, now leases 4,860 square feet which is scheduled to expire in October 2008. The Company has recognized $119,000, $89,000 and $91,000, in revenue under this lease for the years ended December 31, 2006, 2005 and 2004, respectively, and had zero accounts receivable due from the RMC Entity, as of December 31, 2006 and 2005, respectively.

Mr. Berger holds a 24 percent interest, acts as chairman and chief executive officer, Mr. Weinberg also holds a 24 percent interest and is a director, and W. Mack holds a nine percent interest and is a director of City and Suburban Federal Savings Bank and/or one of its affiliates, which leases a total of 15,879 square feet of space at two of the Company’s office properties, comprised of 3,037 square feet scheduled to expire in June 2008 and 12,842 square feet scheduled to expire in April 2013. As of February 13, 2004, City & Suburban assigned its lease with respect to 3,037 square feet of office space to an unaffiliated third party and has no continuing obligations under such lease. The Company recognized $404,000, $396,000 and $398,000 in revenue under the leases for the years ended December 31, 2006, 2005 and 2004, respectively, and had no accounts receivable from the company as of December 31, 2006 and 2005.

The son of Mr. Berger, a former officer of the Company, served as an officer and had a financial interest which was sold in 2004 in a company which provides cleaning and other related services to certain of the Company’s properties. The Company has incurred costs from this company of approximately $5.9 million and $6.2 million for the years ended December 31, 2004 and 2003, respectively. As of December 31, 2004, the Company had no accounts payable to this company.

Pursuant to an agreement between the Company and certain members and associates of the Cali family executed June 27, 2000, John J. Cali served as the Chairman Emeritus and a Board member of the Company, and as a consultant to the Company and was paid an annual salary of $150,000 from June 27, 2000 through June 27, 2003. Additionally, the Company provided office space and administrative support to John J. Cali, Angelo Cali, his brother, and Ed Leshowitz, his business partner (the “Cali Group”). Such services were in effect from June 27, 2000 through June 27, 2004. From June 27, 2004 through June 26, 2005, the Company agreed to provide office space at no cost to the Cali Group, as well as provide administrative support and related services for which it was reimbursed $184,000 and $115,000 from the Cali Group for the years ended December 31, 2006 and 2005, respectively. On June 27, 2005, an affiliate of the Cali Group entered into a three-year lease for 1,825 square feet of space at one of the Company’s office properties, which is scheduled to expire in June 2008. On September 18, 2006, an affiliate of the Cali Group entered into another lease agreement for 806 additional square feet, in the same building, commencing on December 29, 2006, which is scheduled to expire at the end of 2011.

109

Furthermore, it extended the term of its current lease to expire on that date as well. The Company recognized approximately $47,000 and $24,000 in total revenue under this lease for the year ended December 31, 2006 and 2005, respectively, and had no accounts receivable from the affiliate as of December 31, 2006 and 2005.


19.  
IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS

FASB INTERPRETATION No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect that the implementation of FIN 48 will have a material effect on the Company's consolidated financial position or results of operations.

FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) STATEMENT NO. 157 (“FASB No. 157”), Fair Value Measurements
FASB No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. FASB No. 157 applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is their relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements for fiscal years beginning after November 15, 2007. The Company does not expect that the implementation of FASB No. 157 will have a material effect on the Company’s consolidated financial position or results of operations.

STAFF ACCOUNTING BULLETIN NO. 108 (“SAB No. 108”)
The interpretations in SAB 108 express the staff’s views regarding the process of quantifying financial statement misstatements. The SEC staff is aware of diversity in practice. For example, certain registrants do not consider the effects of prior year errors on current year financial statements, thereby allowing improper assets or liabilities to remain unadjusted. While these errors may not be material if considered only in relation to the balance sheet, correcting the errors could be material to the current year income statement. Certain registrants have proposed to the staff that allowing these errors to remain on the balance sheet as assets or liabilities in perpetuity is an appropriate application of generally accepted accounting principles. The staff believes that approach is not in the best interest of the users of financial statements. The interpretations in this SAB 108 are being issued to address diversity in practice in quantifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. There have been two widely-recognized methods for quantifying the effects of financial statement errors: the “roll-over” method and the “iron curtain” method. The roll-over method focuses primarily on the impact of a misstatement on the income statement--including the reversing effect of prior year misstatements--but its use can lead to the accumulation of misstatements in the balance sheet. The iron-curtain method, on the other hand, focuses primarily on the effect of correcting the period-end balance sheet with less emphasis on the reversing effects of prior year errors on the income statement. In SAB 108, the SEC staff establishes an approach that requires quantification of financial statement errors based on the effects of the error on each of the company's financial statements and the related financial statement disclosures. This model is commonly referred to as a "dual approach" because it essentially requires quantification of errors under both the iron-curtain and the roll-over methods. SAB 108 is effective for financial statements for fiscal years ending after November 15, 2006. SAB 108 did not have a material effect on the Company’s consolidated financial position or results of operations.


110



20.  
CONDENSED QUARTERLY FINANCIAL INFORMATION (unaudited)

The following summarizes the condensed quarterly financial information for the Company: (dollars in thousands)

Quarter Ended 2006:
December 31
September 30
June 30
March 31
Total revenues
$ 198,172
$ 203,217
$ 184,953
$ 153,967
Operating and other expenses
60,093
65,057
56,833
56,129
Direct construction costs
18,454
22,568
12,580
--
Real estate services, salaries, wages and other costs
7,780
6,686
4,134
--
General and administrative
16,280
12,173
11,849
8,775
Depreciation and amortization
43,879
40,132
39,918
36,930
Total expenses
146,486
146,616
125,314
101,834
Operating Income
51,686
56,601
59,639
52,133
Interest expense
(35,737)
(35,815)
(33,382)
(31,423)
Interest and other investment income
696
513
399
1,446
Equity in earnings (loss) of unconsolidated
       
joint ventures
(200)
(4,757)
(846)
247
Minority interest in consolidated joint ventures
75
113
30
--
Gain on sale of investment in marketable securities
--
--
--
15,060
Gain on sale of investment in unconsolidated
        
joint ventures
10,831
--
--
--
Gain/(loss) on sale of land and other assets
(416)
--
--
--
Total other (expense) income
(24,751)
(39,946)
(33,799)
(14,670)
Income from continuing operations before minority
        
interest in Operating Partnership
26,935
16,655
25,840
37,463
Minority interest in Operating Partnership
(5,270)
(3,241)
(5,082)
(6,940)
Income from continuing operations
21,665
13,414
20,758
30,523
Discontinued operations (net of minority interest):
        
Income from discontinued operations
2,465
3,097
2,455
2,574
Realized gains (losses) and unrealized losses
        
on disposition of rental property, net
43,794
--
3,921
--
Total discontinued operations, net
46,259
3,097
6,376
2,574
Net income
67,924
16,511
27,134
33,097
Preferred stock dividends
(500)
(500)
(500)
(500)
Net income available to common shareholders
$ 67,424
$ 16,011
$ 26,634
$ 32,597
         
Basic earnings per common share:
        
Income from continuing operations
$ 0.34
$ 0.21
$ 0.33
$ 0.48
Discontinued operations
0.74
0.05
0.10
0.04
Net income available to common shareholders
$ 1.08
$ 0.26
$ 0.43
$ 0.52
         
Diluted earnings per common share:
        
Income from continuing operations
$ 0.34
$ 0.21
$ 0.33
$ 0.48
Discontinued operations
0.73
0.05
0.10
0.04
Net income available to common shareholders
$ 1.07
$ 0.26
$ 0.43
$ 0.52
         
Dividends declared per common share
$ 0.64
$ 0.64
$ 0.63
$ 0.63


111



Quarter Ended 2005:
  
December 31
  
September 30
  
June 30
  
March 31
  
Total revenues
$
153,059
  
$
154,193
  
$
150,096
  
$
142,783
  
Operating and other expenses
  
55,132
    
55,421
    
51,409
    
48,511
  
Direct construction costs
  
--
    
--
    
--
    
--
  
Real estate services, salaries, wages and other costs
  
--
    
--
    
--
    
--
  
General and administrative
  
8,991
    
7,952
    
8,187
    
7,311
  
Depreciation and amortization
  
37,527
    
37,838
    
35,186
    
33,042
  
Total expenses
  
101,650
    
101,211
    
94,782
    
88,864
  
Operating Income
  
51,409
    
52,982
    
55,314
    
53,919
  
Interest expense
  
(30,418
)
  
(30,158
)
  
(30,363
)
  
(28,398
)
Interest and other investment income
  
364
    
308
    
120
    
64
  
Equity in earnings (loss) of unconsolidated
                       
joint ventures
  
(304
)
  
322
    
542
    
(312
)
Minority interest in consolidated joint ventures
  
--
    
--
    
--
    
(74
)
Gain on sale of investment in marketable securities
  
--
    
--
    
--
    
--
  
Gain on sale of investment in unconsolidated
                        
joint ventures
                   
35
  
Total other (expense) income
  
(30,358
)
  
(29,528
)
  
(29,701
)
  
(28,685
)
Income from continuing operations before minority
                        
interest in Operating Partnership
  
21,051
    
23,454
    
25,613
    
25,234
  
Minority interest in Operating Partnership
  
(3,732
)
  
(4,189
)
  
(4,622
)
  
(6,215
)
Income from continuing operations
  
17,319
    
19,265
    
20,991
    
19,019
  
Discontinued operations (net of minority interest):
                        
Income from discontinued operations
  
2,129
    
1,839
    
5,778
    
4,722
  
Realized gains (losses) and unrealized losses
                        
on disposition of rental property, net
 
(4,547
)
  
--
    
9,771
    
(798
)
Total discontinued operations, net
  
(2,418
)
  
1,839
    
15,549
    
3,924
  
Net income
  
14,901
    
21,104
    
36,540
    
22,943
  
Preferred stock dividends
  
(500
)
  
(500
)
  
(500
)
  
(500
)
Net income available to common shareholders
$
14,401
  
$
20,604
  
$
36,040
  
$
22,443
  
                         
Basic earnings per common share:
                        
Income from continuing operations
$
0.27
  
$
0.30
  
$
0.33
  
$
0.30
  
Discontinued operations
  
(0.04
)
  
0.03
    
0.26
    
0.07
  
Net income available to common shareholders
$
0.23
  
$
0.33
  
$
0.59
  
$
0.37
  
                         
Diluted earnings per common share:
                        
Income from continuing operations
$
0.27
  
$
0.30
  
$
0.33
  
$
0.30
  
Discontinued operations
  
(0.04
)
  
0.03
    
0.25
    
0.06
  
Net income available to common shareholders
$
0.23
  
$
0.33
  
$
0.58
  
$
0.36
  
                         
Dividends declared per common share
$
0.63
  
$
0.63
  
$
0.63
  
$
0.63
  



112



                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
NEW JERSEY
                    
Atlantic County
                    
Egg Harbor
                    
100 Decadon Drive (O)
1987
1995
--
300
3,282
458
300
3,740
4,040
1,220
200 Decadon Drive (O)
1991
1995
--
369
3,241
604
369
3,845
4,214
1,192
                     
Bergen County
                    
Fair Lawn
                    
17-17 Rte 208 North (O)
1987
1995
--
3,067
19,415
2,334
3,067
21,749
24,816
7,335
Fort Lee
                    
One Bridge Plaza (O)
1981
1996
--
2,439
24,462
4,062
2,439
28,524
30,963
7,751
2115 Linwood Avenue (O)
1981
1998
--
474
4,419
4,293
474
8,712
9,186
2,145
Little Ferry
                    
200 Riser Road (O)
1974
1997
9,422
3,888
15,551
415
3,888
15,966
19,854
3,720
Montvale
                    
95 Chestnut Ridge Road (O)
1975
1997
--
1,227
4,907
718
1,227
5,625
6,852
1,470
135 Chestnut Ridge Road (O)
1981
1997
--
2,587
10,350
2,370
2,588
12,719
15,307
3,583
Paramus
                    
15 East Midland Avenue (O)
1988
1997
20,600
10,375
41,497
173
10,374
41,671
52,045
9,396
461 From Road (O)
1988
1997
--
13,194
52,778
243
13,194
53,021
66,215
12,006
650 From Road (O)
1978
1997
25,600
10,487
41,949
6,326
10,487
48,275
58,762
12,091
140 East Ridgewood
                    
Avenue (O)
1981
1997
16,100
7,932
31,463
3,784
7,932
35,247
43,179
8,054
61 South Paramus Avenue (O)
1985
1997
20,800
9,005
36,018
6,114
9,005
42,132
51,137
9,598
Ridgefield Park
                    
105 Challenger Road (O)
--
2006
18,748
4,740
29,893
--
4,740
29,893
34,633
706
Rochelle Park
                    
120 Passaic Street (O)
1972
1997
--
1,354
5,415
102
1,357
5,514
6,871
1,260
365 West Passaic Street (O)
1976
1997
12,250
4,148
16,592
3,030
4,148
19,622
23,770
4,967
395 West Passaic Street (O)
1979
2006
12,996
2,550
17,131
23
2,550
17,154
19,704
289
Upper Saddle River
    
--
              
1 Lake Street (O)
1994
1997
35,550
13,952
55,812
51
13,953
55,862
69,815
12,625
10 Mountainview Road (O)
1986
1998
--
4,240
20,485
2,300
4,240
22,785
27,025
5,070
Woodcliff Lake
                    
400 Chestnut Ridge Road (O)
1982
1997
--
4,201
16,802
5,080
4,201
21,882
26,083
5,089
470 Chestnut Ridge Road (O)
1987
1997
--
2,346
9,385
939
2,346
10,324
12,670
2,122
530 Chestnut Ridge Road (O)
1986
1997
--
1,860
7,441
3
1,860
7,444
9,304
1,683
300 Tice Boulevard (O)
1991
1996
--
5,424
29,688
3,198
5,424
32,886
38,310
9,029
50 Tice Boulevard (O)
1984
1994
19,100
4,500
--
27,333
4,500
27,333
31,833
15,877
                     


113


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
Burlington County
                    
Burlington
                    
3 Terri Lane (F)
1991
1998
--
652
3,433
1,636
658
5,063
5,721
1,223
5 Terri Lane (F)
1992
1998
--
564
3,792
2,026
569
5,813
6,382
1,750
Moorestown
 
                  
2 Commerce Drive (F)
1986
1999
--
723
2,893
389
723
3,282
4,005
540
101 Commerce Drive (F)
1988
1998
--
422
3,528
437
426
3,961
4,387
899
102 Commerce Drive (F)
1987
1999
--
389
1,554
321
389
1,875
2,264
341
201 Commerce Drive (F)
1986
1998
--
254
1,694
482
258
2,172
2,430
568
202 Commerce Drive (F)
1988
1999
--
490
1,963
350
490
2,313
2,803
487
1 Executive Drive (F)
1989
1998
--
226
1,453
418
228
1,869
2,097
494
2 Executive Drive (F)
1988
2000
--
801
3,206
733
801
3,939
4,740
744
101 Executive Drive (F)
1990
1998
--
241
2,262
524
244
2,783
3,027
627
102 Executive Drive (F)
1990
1998
--
353
3,607
217
357
3,820
4,177
919
225 Executive Drive (F)
1990
1998
--
323
2,477
427
326
2,901
3,227
713
97 Foster Road (F)
1982
1998
--
208
1,382
222
211
1,601
1,812
399
1507 Lancer Drive (F)
1995
1998
--
119
1,106
51
120
1,156
1,276
269
840 North Lenola Road (F)
1995
1998
--
329
2,366
527
333
2,889
3,222
767
844 North Lenola Road (F)
1995
1998
--
239
1,714
260
241
1,972
2,213
533
915 North Lenola Road (F)
1998
2000
--
508
2,034
275
508
2,309
2,817
534
1245 North Church Street (F)
1998
2001
--
691
2,810
17
691
2,827
3,518
406
1247 North Church Street (F)
1998
2001
--
805
3,269
203
805
3,472
4,277
494
1256 North Church (F)
1984
1998
--
354
3,098
528
357
3,623
3,980
1,026
224 Strawbridge Drive (O)
1984
1997
--
766
4,335
3,464
767
7,798
8,565
2,693
228 Strawbridge Drive (O)
1984
1997
--
766
4,334
2,208
767
6,541
7,308
1,592
232 Strawbridge Drive (O)
1986
2004
--
1,521
7,076
1,919
1,521
8,995
10,516
423
2 Twosome Drive (F)
2000
2001
--
701
2,807
18
701
2,825
3,526
400
30 Twosome Drive (F)
1997
1998
--
234
1,954
78
236
2,030
2,266
500
31 Twosome Drive (F)
1998
2001
--
815
3,276
102
815
3,378
4,193
502
40 Twosome Drive (F)
1996
1998
--
297
2,393
274
301
2,663
2,964
685
41 Twosome Drive (F)
1998
2001
--
605
2,459
12
605
2,471
3,076
370
50 Twosome Drive (F)
1997
1998
--
301
2,330
89
304
2,416
2,720
616
West Deptford
        
 
          
1451 Metropolitan Drive (F)
1996
1998
--
203
1,189
30
206
1,216
1,422
296
                     
Essex County
          
 
        
Millburn
                    
150 J.F. Kennedy Parkway (O)
1980
1997
--
12,606
50,425
8,705
12,606
59,130
71,736
14,234
                     


114


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
Roseland
                    
101 Eisenhower Parkway (O)
1980
1994
--
228
--
15,690
228
15,690
15,918
9,574
103 Eisenhower Parkway (O)
1985
1994
--
--
--
14,293
2,300
11,993
14,293
6,882
105 Eisenhower Parkway (O)
2001
2001
--
4,430
42,898
5,729
3,835
49,222
53,057
8,745
                     
Hudson County
                    
Jersey City
                    
Harborside Financial Center
                    
Plaza 1 (O)
1983
1996
--
3,923
51,013
19,786
3,923
70,799
74,722
13,109
Harborside Financial Center
                    
Plaza 2 (O)
1990
1996
--
17,655
101,546
13,990
15,039
118,152
133,191
30,698
Harborside Financial Center
                    
Plaza 3 (O)
1990
1996
--
17,655
101,878
13,659
15,040
118,152
133,192
30,698
Harborside Financial Center
                    
Plaza 4A (O)
2000
2000
--
1,244
56,144
8,683
1,244
64,827
66,071
11,516
Harborside Financial Center
                    
Plaza 5 (O)
2002
2002
--
6,218
170,682
56,321
5,705
227,516
233,221
26,797
101 Hudson Street (O)
1992
2004
--
45,530
271,376
3,285
45,530
274,661
320,191
17,649
                     
Mercer County
                    
Hamilton Township
                    
100 Horizon Drive (F)
1989
1995
--
205
1,676
248
294
1,835
2,129
549
200 Horizon Drive (F)
1991
1995
--
205
3,027
335
327
3,240
3,567
961
300 Horizon Drive (F)
1989
1995
--
379
4,355
1,157
502
5,389
5,891
1,725
500 Horizon Drive (F)
1990
1995
--
379
3,395
767
467
4,074
4,541
1,236
600 Horizon Drive (F)
2002
2002
--
--
7,549
651
685
7,515
8,200
767
Princeton
 
                  
103 Carnegie Center (O)
1984
1996
--
2,566
7,868
1,710
2,566
9,578
12,144
2,701
100 Overlook Center (O)
1988
1997
--
2,378
21,754
2,163
2,378
23,917
26,295
6,064
5 Vaughn Drive (O)
1987
1995
--
657
9,800
1,681
657
11,481
12,138
3,728
                     
Middlesex County
                    
East Brunswick
                    
377 Summerhill Road (O)
1977
1997
--
649
2,594
374
649
2,968
3,617
669
Edison
 
                  
343 Thornall Street (O)
1991
2006
--
5,870
38,336
2,272
5,870
40,608
46,478
907
Piscataway
                    
30 Knightsbridge Road,
                   
Building 3 (O)
1977
2004
--
1,030
7,269
312
1,030
7,581
8,611
472
30 Knightsbridge Road,
                   
Building 4 (O)
1977
2004
--
1,433
10,121
348
1,433
10,469
11,902
653
                     


115


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
30 Knightsbridge Road,
                   
Building 5 (O)
1977
2004
--
2,979
21,035
4,776
2,979
25,811
28,790
1,470
30 Knightsbridge Road,
       
 
          
Building 6 (O)
1977
2004
--
448
3,161
3,914
448
7,075
7,523
205
Plainsboro
 
                  
500 College Road East (O)
1984
1998
--
614
20,626
1,426
614
22,052
22,666
4,795
South Brunswick
                    
3 Independence Way (O)
1983
1997
--
1,997
11,391
1,177
1,997
12,568
14,565
2,906
Woodbridge
                    
581 Main Street (O)
1991
1997
--
3,237
12,949
24,225
8,115
32,296
40,411
6,280
                     
Monmouth County
                    
Middletown
                    
23 Main Street (O)
1977
2005
33,396
4,336
19,544
8,853
4,336
28,397
32,733
1,502
2 Paragon Way (O)
1989
2005
--
999
4,619
346
999
4,965
5,964
376
3 Paragon Way (O)
1991
2005
--
1,423
6,041
721
1,423
6,762
8,185
307
4 Paragon Way (O)
2002
2005
--
1,961
8,827
12
1,961
8,839
10,800
703
One River Center,
                    
Building 1 (O)
1983
2004
--
3,070
17,414
4,659
3,054
22,089
25,143
1,510
One River Center,
        
 
          
Building 2 (O)
1983
2004
--
2,468
15,043
663
2,452
15,722
18,174
772
One River Center,
                    
Building 3 (O)
1984
2004
--
4,051
24,790
778
4,024
25,595
29,619
1,363
100 Willowbrook Road (O)
1988
2005
--
1,264
5,573
748
1,264
6,321
7,585
329
Neptune
                    
3600 Route 66 (O)
1989
1995
--
1,098
18,146
1,459
1,098
19,605
20,703
5,211
Wall Township
                    
1305 Campus Parkway (O)
1988
1995
--
335
2,560
482
335
3,042
3,377
762
1325 Campus Parkway (F)
1988
1995
--
270
2,928
1,203
270
4,131
4,401
1,509
1340 Campus Parkway (F)
1992
1995
--
489
4,621
1,506
489
6,127
6,616
1,587
1345 Campus Parkway (F)
1995
1997
--
1,023
5,703
1,591
1,024
7,293
8,317
2,103
1350 Campus Parkway (O)
1990
1995
--
454
7,134
1,437
454
8,571
9,025
2,301
1433 Highway 34 (F)
1985
1995
--
889
4,321
924
889
5,245
6,134
1,398
1320 Wyckoff Avenue (F)
1986
1995
--
255
1,285
68
255
1,353
1,608
370
1324 Wyckoff Avenue (F)
1987
1995
--
230
1,439
246
230
1,685
1,915
456
                     


116


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
Morris County
                    
Florham Park
                    
325 Columbia Parkway (O)
1987
1994
--
1,564
--
14,851
1,564
14,851
16,415
6,898
Morris Plains
                    
250 Johnson Road (O)
1977
1997
--
2,004
8,016
1,517
2,004
9,533
11,537
2,346
201 Littleton Road (O)
1979
1997
--
2,407
9,627
1,063
2,407
10,690
13,097
2,567
Morris Township
                    
412 Mt. Kemble Avenue (O)
1985
2004
--
4,360
33,167
803
4,360
33,970
38,330
2,148
Parsippany
                    
4 Campus Drive (O)
1983
2001
--
5,213
20,984
1,485
5,213
22,469
27,682
3,419
6 Campus Drive (O)
1983
2001
--
4,411
17,796
2,247
4,411
20,043
24,454
3,400
7 Campus Drive (O)
1982
1998
--
1,932
27,788
107
1,932
27,895
29,827
6,196
8 Campus Drive (O)
1987
1998
--
1,865
35,456
3,994
1,865
39,450
41,315
9,333
9 Campus Drive (O)
1983
2001
--
3,277
11,796
17,191
5,842
26,422
32,264
5,654
4 Century Drive (O)
1981
2004
--
1,787
9,575
917
1,787
10,492
12,279
599
5 Century Drive (O)
1981
2004
--
1,762
9,341
331
1,762
9,672
11,434
471
6 Century Drive (O)
1981
2004
--
1,289
6,848
425
1,289
7,273
8,562
352
2 Dryden Way (O)
1990
1998
--
778
420
13
778
433
1,211
105
4 Gatehall Drive (O)
1988
2000
--
8,452
33,929
2,232
8,452
36,161
44,613
6,379
2 Hilton Court (O)
1991
1998
--
1,971
32,007
2,259
1,971
34,266
36,237
8,073
1633 Littleton Road (O)
1978
2002
--
2,283
9,550
163
2,355
9,641
11,996
1,453
600 Parsippany Road (O)
1978
1994
--
1,257
5,594
2,262
1,257
7,856
9,113
2,504
1 Sylvan Way (O)
1989
1998
--
1,689
24,699
394
1,021
25,761
26,782
6,985
5 Sylvan Way (O)
1989
1998
--
1,160
25,214
1,826
1,161
27,039
28,200
6,145
7 Sylvan Way (O)
1987
1998
--
2,084
26,083
2,092
2,084
28,175
30,259
6,612
35 Waterview Boulevard (O)
1990
2006
20,318
4,996
27,218
256
4,996
27,474
32,470
685
5 Wood Hollow Road (O)
1979
2004
--
5,302
26,488
11,710
5,302
38,198
43,500
2,212
                     
Passaic County
                    
Clifton
                    
777 Passaic Avenue (O)
1983
1994
--
--
--
7,204
1,100
6,104
7,204
3,405
Totowa
                    
1 Center Court (F)
1999
1999
--
270
1,824
713
270
2,537
2,807
939
2 Center Court (F)
1998
1998
--
191
--
2,459
191
2,459
2,650
795
11 Commerce Way (F)
1989
1995
--
586
2,986
228
586
3,214
3,800
1,028
20 Commerce Way (F)
1992
1995
--
516
3,108
52
516
3,160
3,676
875
29 Commerce Way (F)
1990
1995
--
586
3,092
950
586
4,042
4,628
1,280
40 Commerce Way (F)
1987
1995
--
516
3,260
356
516
3,616
4,132
1,247
45 Commerce Way (F)
1992
1995
--
536
3,379
461
536
3,840
4,376
1,198
60 Commerce Way (F)
1988
1995
--
526
3,257
422
526
3,679
4,205
1,099
                     


117


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
80 Commerce Way (F)
1996
1996
--
227
--
1,567
227
1,567
1,794
734
100 Commerce Way (F)
1996
1996
--
226
--
1,566
226
1,566
1,792
734
120 Commerce Way (F)
1994
1995
--
228
--
1,299
228
1,299
1,527
372
140 Commerce Way (F)
1994
1995
--
229
--
1,299
229
1,299
1,528
372
999 Riverview Drive (O)
1988
1995
--
476
6,024
2,154
1,102
7,552
8,654
2,148
                     
Somerset County
                    
Basking Ridge
                    
106 Allen Road (O)
2000
2000
--
3,853
14,465
3,813
4,093
18,038
22,131
4,467
222 Mt. Airy Road (O)
1986
1996
--
775
3,636
2,147
775
5,783
6,558
1,212
233 Mt. Airy Road (O)
1987
1996
--
1,034
5,033
1,646
1,034
6,679
7,713
2,101
Bridgewater
                    
721 Route 202/206 (O)
1989
1997
--
6,730
26,919
4,346
6,730
31,265
37,995
6,494
                     
Union County
                    
Clark
                    
100 Walnut Avenue (O)
1985
1994
--
--
--
16,932
1,822
15,110
16,932
8,252
Cranford
                    
6 Commerce Drive (O)
1973
1994
--
250
--
2,791
250
2,791
3,041
1,790
11 Commerce Drive (O)
1981
1994
--
470
--
6,097
470
6,097
6,567
3,485
12 Commerce Drive (O)
1967
1997
--
887
3,549
1,662
887
5,211
6,098
1,479
14 Commerce Drive (O)
1971
2003
--
1,283
6,344
35
1,283
6,379
7,662
519
20 Commerce Drive (O)
1990
1994
--
2,346
--
21,833
2,346
21,833
24,179
9,175
25 Commerce Drive (O)
1971
2002
--
1,520
6,186
265
1,520
6,451
7,971
1,456
65 Jackson Drive (O)
1984
1994
--
541
--
6,169
542
6,168
6,710
3,111
New Providence
 
                  
890 Mountain Road (O)
1977
1997
--
2,796
11,185
4,896
3,765
15,112
18,877
3,452
                     
NEW YORK
                    
Rockland County
                    
Suffern
                    
400 Rella Boulevard (O)
1988
1995
--
1,090
13,412
3,601
1,090
17,013
18,103
5,781
                     
Westchester County
                    
Elmsford
                    
11 Clearbrook Road (F)
1974
1997
--
149
2,159
392
149
2,551
2,700
632
75 Clearbrook Road (F)
1990
1997
--
2,314
4,716
107
2,314
4,823
7,137
1,179
100 Clearbrook Road (O)
1975
1997
--
220
5,366
902
220
6,268
6,488
1,736
125 Clearbrook Road (F)
2002
2002
--
1,055
3,676
(51)
1,055
3,625
4,680
769
150 Clearbrook Road (F)
1975
1997
--
497
7,030
951
497
7,981
8,478
1,977
                     


118


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
175 Clearbrook Road (F)
1973
1997
--
655
7,473
877
655
8,350
9,005
2,191
200 Clearbrook Road (F)
1974
1997
--
579
6,620
1,066
579
7,686
8,265
2,052
250 Clearbrook Road (F)
1973
1997
--
867
8,647
1,189
867
9,836
10,703
2,622
50 Executive Boulevard (F)
1969
1997
--
237
2,617
97
237
2,714
2,951
678
77 Executive Boulevard (F)
1977
1997
--
34
1,104
129
34
1,233
1,267
334
85 Executive Boulevard (F)
1968
1997
--
155
2,507
536
155
3,043
3,198
673
101 Executive Boulevard (O)
1971
1997
--
267
5,838
873
267
6,711
6,978
1,733
300 Executive Boulevard (F)
1970
1997
--
460
3,609
153
460
3,762
4,222
953
350 Executive Boulevard (F)
1970
1997
--
100
1,793
153
100
1,946
2,046
550
399 Executive Boulevard (F)
1962
1997
--
531
7,191
66
531
7,257
7,788
1,836
400 Executive Boulevard (F)
1970
1997
--
2,202
1,846
427
2,202
2,273
4,475
684
500 Executive Boulevard (F)
1970
1997
--
258
4,183
682
258
4,865
5,123
1,396
525 Executive Boulevard (F)
1972
1997
--
345
5,499
722
345
6,221
6,566
1,625
700 Executive Boulevard (L)
N/A
1997
--
970
--
--
970
--
970
--
3 Odell Plaza (O)
1984
2003
--
1,322
4,777
1,963
1,322
6,740
8,062
779
5 Skyline Drive (F)
1980
2001
--
2,219
8,916
704
2,219
9,620
11,839
1,747
6 Skyline Drive (F)
1980
2001
--
740
2,971
23
739
2,995
3,734
816
555 Taxter Road (O)
1986
2000
--
4,285
17,205
5,451
4,285
22,656
26,941
3,974
565 Taxter Road (O)
1988
2000
--
4,285
17,205
3,464
4,233
20,721
24,954
3,658
570 Taxter Road (O)
1972
1997
--
438
6,078
963
438
7,041
7,479
2,077
1 Warehouse Lane (I)
1957
1997
--
3
268
215
3
483
486
111
2 Warehouse Lane (I)
1957
1997
--
4
672
189
4
861
865
275
3 Warehouse Lane (I)
1957
1997
--
21
1,948
526
21
2,474
2,495
701
4 Warehouse Lane (I)
1957
1997
--
84
13,393
2,837
85
16,229
16,314
4,040
5 Warehouse Lane (I)
1957
1997
--
19
4,804
1,379
19
6,183
6,202
1,636
6 Warehouse Lane (I)
1982
1997
--
10
4,419
322
10
4,741
4,751
1,153
1 Westchester Plaza (F)
1967
1997
--
199
2,023
170
199
2,193
2,392
551
2 Westchester Plaza (F)
1968
1997
--
234
2,726
182
234
2,908
3,142
718
3 Westchester Plaza (F)
1969
1997
--
655
7,936
585
655
8,521
9,176
2,219
4 Westchester Plaza (F)
1969
1997
--
320
3,729
86
320
3,815
4,135
962
5 Westchester Plaza (F)
1969
1997
--
118
1,949
194
118
2,143
2,261
619
6 Westchester Plaza (F)
1968
1997
--
164
1,998
167
164
2,165
2,329
621
7 Westchester Plaza (F)
1972
1997
--
286
4,321
201
286
4,522
4,808
1,114
8 Westchester Plaza (F)
1971
1997
--
447
5,262
859
447
6,121
6,568
1,543
Hawthorne
                    
200 Saw Mill River Road (F)
1965
1997
--
353
3,353
496
353
3,849
4,202
993
1 Skyline Drive (O)
1980
1997
--
66
1,711
301
66
2,012
2,078
509
2 Skyline Drive (O)
1987
1997
--
109
3,128
471
109
3,599
3,708
1,024
4 Skyline Drive (F)
1987
1997
--
363
7,513
1,686
363
9,199
9,562
2,254
7 Skyline Drive (O)
1987
1998
--
330
13,013
1,407
330
14,420
14,750
3,260
                     


119


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
8 Skyline Drive (F)
1985
1997
--
212
4,410
2,205
212
6,615
6,827
2,575
10 Skyline Drive (F)
1985
1997
--
134
2,799
563
134
3,362
3,496
705
11 Skyline Drive (F)
1989
1997
--
--
4,788
430
--
5,218
5,218
1,420
12 Skyline Drive (F)
1999
1999
--
1,562
3,254
1,597
1,320
5,093
6,413
1,786
14 Skyline Drive (L)
N/A
2002
--
964
 
16
980
 
980
--
15 Skyline Drive (F)
1989
1997
--
--
7,449
328
--
7,777
7,777
2,050
16 Skyline Drive (L)
N/A
2002
--
850
 
31
881
 
881
--
17 Skyline Drive (O)
1989
1997
--
--
7,269
716
--
7,985
7,985
1,857
19 Skyline Drive (O)
1982
1997
--
2,355
34,254
3,612
2,356
37,865
40,221
11,041
Tarrytown
                    
200 White Plains Road (O)
1982
1997
--
378
8,367
1,235
378
9,602
9,980
2,516
220 White Plains Road (O)
1984
1997
--
367
8,112
1,062
367
9,174
9,541
2,414
230 White Plains Road (R)
1984
1997
--
124
1,845
107
124
1,952
2,076
457
White Plains
                    
1 Barker Avenue (O)
1975
1997
--
208
9,629
1,168
207
10,798
11,005
2,813
3 Barker Avenue (O)
1983
1997
--
122
7,864
1,976
122
9,840
9,962
2,787
50 Main Street (O)
1985
1997
--
564
48,105
6,680
564
54,785
55,349
14,412
11 Martine Avenue (O)
1987
1997
--
127
26,833
4,872
127
31,705
31,832
9,291
1 Water Street (O)
1979
1997
--
211
5,382
1,211
211
6,593
6,804
1,736
Yonkers
                    
100 Corporate Boulevard (F)
1987
1997
--
602
9,910
744
602
10,654
11,256
2,865
200 Corporate Boulevard
 
                  
South (F)
1990
1997
--
502
7,575
445
502
8,020
8,522
1,914
250 Corporate Boulevard
                   
South (L)
N/A
2002
--
1,028
--
171
1,139
60
1,199
--
1 Enterprise Boulevard (L)
N/A
1997
--
1,379
--
1
1,380
--
1,380
--
1 Executive Boulevard (O)
1982
1997
--
1,104
11,904
2,355
1,105
14,258
15,363
3,951
2 Executive Plaza (R)
1986
1997
--
89
2,439
3
89
2,442
2,531
605
3 Executive Plaza (O)
1987
1997
--
385
6,256
1,624
385
7,880
8,265
2,423
4 Executive Plaza (F)
1986
1997
--
584
6,134
1,862
584
7,996
8,580
2,061
6 Executive Plaza (F)
1987
1997
--
546
7,246
318
546
7,564
8,110
1,935
1 Odell Plaza (F)
1980
1997
--
1,206
6,815
681
1,206
7,496
8,702
1,988
5 Odell Plaza (F)
1983
1997
--
331
2,988
241
331
3,229
3,560
819
7 Odell Plaza (F)
1984
1997
--
419
4,418
301
419
4,719
5,138
1,190
                     
PENNSYLVANIA
                    
Chester County
                   
Berwyn
                    
1000 Westlakes Drive (O)
1989
1997
--
619
9,016
559
619
9,575
10,194
2,489
1055 Westlakes Drive (O)
1990
1997
--
1,951
19,046
3,579
1,951
22,625
24,576
6,313
                     


120


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
1205 Westlakes Drive (O)
1988
1997
--
1,323
20,098
1,636
1,323
21,734
23,057
5,510
1235 Westlakes Drive (O)
1986
1997
--
1,417
21,215
3,357
1,418
24,571
25,989
5,974
                     
Delaware County
                    
Lester
                    
100 Stevens Drive (O)
1986
1996
--
1,349
10,018
2,817
1,349
12,835
14,184
3,666
200 Stevens Drive (O)
1987
1996
--
1,644
20,186
4,668
1,644
24,854
26,498
6,948
300 Stevens Drive (O)
1992
1996
--
491
9,490
1,880
491
11,370
11,861
3,212
Media
                    
1400 Providence Rd,
                    
Center I (O)
1986
1996
--
1,042
9,054
2,209
1,042
11,263
12,305
3,335
1400 Providence Rd,
                    
Center II (O)
1990
1996
--
1,543
16,464
2,941
1,544
19,404
20,948
5,704
                     
Montgomery County
                    
Bala Cynwyd
                    
150 Monument Road (O)
1981
2004
--
2,845
14,780
2,473
2,845
17,253
20,098
818
Blue Bell
                    
4 Sentry Parkway (O)
1982
2003
--
1,749
7,721
189
1,749
7,910
9,659
656
16 Sentry Parkway (O)
1988
2002
--
3,377
13,511
1,064
3,377
14,575
17,952
2,458
18 Sentry Parkway (O)
1988
2002
--
3,515
14,062
1,699
3,515
15,761
19,276
2,478
King of Prussia
                    
2200 Renaissance Blvd (O)
1985
2002
17,819
5,347
21,453
2,242
5,347
23,695
29,042
4,897
Lower Providence
                    
1000 Madison Avenue (O)
1990
1997
--
1,713
12,559
2,247
1,714
14,805
16,519
3,295
Plymouth Meeting
                    
1150 Plymouth Meeting
                    
Mall (O)
1970
1997
--
125
499
30,808
6,219
25,213
31,432
5,951
Five Sentry Parkway East (O)
1984
1996
--
642
7,992
525
642
8,517
9,159
2,164
Five Sentry Parkway West (O)
1984
1996
--
268
3,334
86
268
3,420
3,688
870
                     
CONNETICUT
                   
Fairfield County
                    
Greenwich
                    
500 West Putnam Avenue (O)
1973
1998
25,000
3,300
16,734
1,755
3,300
18,489
21,789
4,588
Norwalk
                    
40 Richards Avenue (O)
1985
1998
--
1,087
18,399
3,038
1,087
21,437
22,524
4,876
Shelton
                    
1000 Bridgeport Avenue (O)
1986
1997
--
773
14,934
2,306
744
17,269
18,013
4,632
Stamford
                    
1266 East Main Street (O)
1984
2002
18,013
6,638
26,567
2,595
6,638
29,162
35,800
4,537
                     


121


                     
MACK-CALI REALTY CORPORATION
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
December 31, 2006
(dollars in thousands)
                     
                 
SCHEDULE III
                     
             
Gross Amount at Which
  
           
Costs
Carried at Close of
  
       
Initial Costs
Capitalized
Period (a)
  
 
Year
  
Related
  
Building and
Subsequent
  
Building and
  
Accumulated
Property Location (b)
Built
Acquired
Encumbrances
Land
Improvements
to Acquisition
Land
Improvements
Total
Depreciation (c)
                     
419 West Avenue (F)
1986
1997
--
4,538
9,246
1,266
4,538
10,512
15,050
2,784
500 West Avenue (F)
1988
1997
--
415
1,679
194
415
1,873
2,288
519
550 West Avenue (F)
1990
1997
--
1,975
3,856
22
1,975
3,878
5,853
960
600 West Avenue (F)
1999
1999
--
2,305
2,863
833
2,305
3,696
6,001
664
650 West Avenue (F)
1998
1998
--
1,328
--
3,929
1,328
3,929
5,257
1,590
                     
DISTRICT OF COLUMBIA
                    
Washington,
                    
1201 Connecticut Avenue,
                   
NW (O)
1940
1999
--
14,228
18,571
2,732
14,228
21,303
35,531
4,071
1400 L Street, NW (O)
1987
1998
--
13,054
27,423
6,643
13,054
34,066
47,120
6,196
                     
MARYLAND
                    
Prince George’s County
                    
Greenbelt
                    
9200 Edmonston Road (O)
1973/03
2006
5,232
1,547
4,131
--
1,547
4,131
5,678
149
6301 Ivy Lane (O)
1979/95
2006
6,821
5,168
14,706
2
5,168
14,708
19,876
516
6303 Ivy Lane (O)
1980/03
2006
6,020
5,115
13,860
--
5,115
13,860
18,975
471
6305 Ivy Lane (O)
1982/95
2006
7,285
5,615
14,420
158
5,615
14,578
20,193
539
6404 Ivy Lane (O)
1987
2006
13,665
7,578
20,785
71
7,578
20,856
28,434
838
6406 Ivy Lane (O)
1991
2006
--
7,514
21,152
--
7,514
21,152
28,666
641
6411 Ivy Lane (O)
1984/05
2006
--
6,867
17,470
16
6,867
17,486
24,353
625
Lanham
                    
4200 Parliament Place (O)
1989
1998
--
2,114
13,546
626
1,393
14,893
16,286
3,749
                     
                     
Projects Under Development
                    
 and Developable Land
    
--
98,617
25,631
--
98,617
25,631
124,248
 
                     
Furniture, Fixtures
                   
 and Equipment
    
--
--
--
8,224
 
8,224
8,224
6,352
                     
TOTALS
    
344,735
645,278
3,267,589
660,720
659,169
3,914,418
4,573,587
796,793
                     

(a)
The aggregate cost for federal income tax purposes at December 31, 2006 was approximately $2.9 billion.

(b) Legend of Property Codes:
(O)=Office Property (R)=Stand-alone Retail Property
(F)=Office/Flex Property (L)=Land Lease
(I)=Industrial/Warehouse Property 

(c) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to 40 years.


122


MACK-CALI REALTY CORPORATION
NOTE TO SCHEDULE III



Changes in rental properties and accumulated depreciation for the periods ended December 31, 2006, 2005 and 2004 are as follows: (dollars in thousands)

   
2006
  
2005
  
2004
 
Rental Properties
              
Balance at beginning of year
  
$
4,491,752
  
$
4,160,959
  
$
3,954,632
  
Additions
    
405,883
    
485,680
    
340,472
  
Rental property held for sale -
                   
before accumulated depreciation
    
--
    
--
    
(21,929
)
Properties sold
    
(313,345
)
  
(120,755
)
  
(112,179
)
Retirements/disposals
    
(10,703
)
  
(34,132
)
  
(37
)
Balance at end of year
  
$
4,573,587
  
$
4,491,752
  
$
4,160,959
  
                     
                     
Accumulated Depreciation
                    
Balance at beginning of year
  
$
722,980
  
$
641,626
  
$
546,007
  
Depreciation expense
    
131,848
    
128,814
    
111,975
  
Rental property held for sale
    
--
    
--
    
(1,550
)
Properties sold
    
(53,037
)
  
(16,691
)
  
(14,797
)
Retirements/disposals
    
(4,998
)
  
(30,769
)
  
(9
)
Balance at end of year
  
$
796,793
  
$
722,980
  
$
641,626
  


123


MACK-CALI REALTY CORPORATION

Signatures


Pursuant to the requirements of Section 13 or 15(d) 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 Corporation
(Registrant)


Date: February 21, 2007                      /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:


Name
Title
Date
     
/s/ William L. Mack
Chairman of the Board
February 21, 2007
William L. Mack
    
     
/s/ Mitchell E. Hersh
President and Chief Executive
February 21, 2007
Mitchell E. Hersh
Officer and Director
  
     
/s/ Barry Lefkowitz
Executive Vice President and
February 21, 2007
Barry Lefkowitz
Chief Financial Officer
  
     
/s/ Alan S. Bernikow
Director
February 21, 2007
Alan S. Bernikow
    
     
/s/ John R. Cali
Director
February 21, 2007
John R. Cali
    
     
/s/ Kenneth M. Duberstein
Director
February 21, 2007
Kenneth M. Duberstein
    
     
/s/ Nathan Gantcher
Director
February 21, 2007
Nathan Gantcher
    



124



Name
Title
Date
     
/s/ David S. Mack
Director
February 21, 2007
David S. Mack
    
     
/s/ Alan G. Philibosian
Director
February 21, 2007
Alan G. Philibosian
    
     
/s/ Irvin D. Reid
Director
February 21, 2007
Irvin D. Reid
    
     
/s/ Vincent Tese
Director
February 21, 2007
Vincent Tese
    
     
/s/ Robert F. Weinberg
Director
February 21, 2007
Robert F. Weinberg
    
     
/s/ Roy J. Zuckerberg
Director
February 21, 2007
Roy J. Zuckerberg
    




125


MACK-CALI REALTY CORPORATION

EXHIBIT INDEX



Number
 
Exhibit Title
 
 
 
3.1
 
Restated Charter of Mack-Cali Realty Corporation dated June 11, 2001 (filed as Exhibit 3.1 to the Company’s Form 10-Q dated June 30, 2001 and incorporated herein by reference).
 
 
 
3.2
 
Amended and Restated Bylaws of Mack-Cali Realty Corporation dated June 10, 1999 (filed as Exhibit 3.2 to the Company’s Form 8-K dated June 10, 1999 and incorporated herein by reference).
 
 
 
3.3
 
Amendment No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty Corporation dated March 4, 2003, (filed as Exhibit 3.3 to the Company’s Form 10-Q dated March 31, 2003 and incorporated herein by reference).
     
3.4
  
Amendment No. 2 to the Mack-Cali Realty Corporation Amended and Restated Bylaws dated May 24, 2006 (filed as Exhibit 3.1 to the Company’s Form 8-K dated May 24, 2006 and incorporated herein by reference).
 
 
 
3.5
 
Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
 
 
 
3.6
 
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as Exhibit 3.1 to the Company’s and the Operating Partnership’s Registration Statement on Form S-3, Registration No. 333-57103, and incorporated herein by reference).
 
 
 
3.7
 
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 6, 1999 and incorporated herein by reference).
 
 
 
3.8
 
Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed as Exhibit 3.7 to the Company’s Form 10-Q dated September 30, 2003 and incorporated herein by reference).
 
 
 
3.9
 
Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership Interest of Mack-Cali Realty, L.P. (filed as Exhibit 10.101 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
 
 
 
3.10
 
Articles Supplementary for the 8% Series C Cumulative Redeemable Perpetual Preferred Stock dated March 11, 2003 (filed as Exhibit 3.1 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
 
 
 
3.11
 
Certificate of Designation for the 8% Series C Cumulative Redeemable Perpetual Preferred Operating Partnership Units dated March 14, 2003 (filed as Exhibit 3.2 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
     
4.1
 
Amended and Restated Shareholder Rights Agreement, dated as of March 7, 2000, between Mack-Cali Realty Corporation and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Company’s Form 8-K dated March 7, 2000 and incorporated herein by reference).
 
 
 

 
 Exhibit
Number
 
Exhibit Title
     
4.2
 
Amendment No. 1 to the Amended and Restated Shareholder Rights Agreement, dated as of June 27, 2000, by and among Mack-Cali Realty Corporation and EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the Company’s Form 8-K dated June 27, 2000 and incorporated herein by reference).
 
 
 
4.3
 
Indenture dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
 
 
 
4.4
 
Supplemental Indenture No. 1 dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated March 16, 1999 and incorporated herein by reference).
 
 
 
4.5
 
Supplemental Indenture No. 2 dated as of August 2, 1999, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to the Operating Partnership’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
 
 
 
4.6
 
Supplemental Indenture No. 3 dated as of December 21, 2000, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 21, 2000 and incorporated herein by reference).
 
 
 
4.7
 
Supplemental Indenture No. 4 dated as of January 29, 2001, by and among Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated January 29, 2001 and incorporated herein by reference).
 
 
 
4.8
 
Supplemental Indenture No. 5 dated as of December 20, 2002, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Operating Partnership’s Form 8-K dated December 20, 2002 and incorporated herein by reference).
 
 
 
4.9
 
Supplemental Indenture No. 6 dated as of March 14, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
 
 
 
4.10
 
Supplemental Indenture No. 7 dated as of June 12, 2003, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated June 12, 2003 and incorporated herein by reference).
 
 
 
4.11
 
Supplemental Indenture No. 8 dated as of February 9, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated February 9, 2004 and incorporated herein by reference).
     
4.12
 
Supplemental Indenture No. 9 dated as of March 22, 2004, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 22, 2004 and incorporated herein by reference).
     
4.13
 
Supplemental Indenture No. 10 dated as of January 25, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 25, 2005 and incorporated herein by reference).
 
 
 
4.14
 
Supplemental Indenture No. 11 dated as of April 15, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated April 15, 2005 and incorporated herein by reference).
 
 
 
 

126


Exhibit
Number
 
Exhibit Title
     
4.15
 
Supplemental Indenture No. 12 dated as of November 30, 2005, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated November 30, 2005 and incorporated herein by reference).
 
 
 
4.16
 
Supplemental Indenture No. 13 dated as of January 24, 2006, by and between Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated January 18, 2006 and incorporated herein by reference).
 
 
 
4.17
 
Deposit Agreement dated March 14, 2003 by and among Mack-Cali Realty Corporation, EquiServe Trust Company, N.A., and the holders from time to time of the Depositary Receipts described therein (filed as Exhibit 4.1 to the Company’s Form 8-K dated March 14, 2003 and incorporated herein by reference).
 
 
 
10.1
 
Amended and Restated Employment Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
 
 
 
10.2
 
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.6 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
 
 
 
10.3
 
Second Amended and Restated Employment Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.7 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
 
 
 
10.4
 
Employment Agreement dated as of December 5, 2000 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.5 to the Company’s Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
     
10.5
  
Employment Agreement dated as of May 9, 2006 by and between Mark Yeager and Mack-Cali Realty Corporation (filed as Exhibit 10.15 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.6
 
Restricted Share Award Agreement dated as of July 1, 1999 between Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.8 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
 
 
 
10.7
 
Restricted Share Award Agreement dated as of July 1, 1999 between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.12 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
     
10.8
 
Restricted Share Award Agreement dated as of July 1, 1999 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.13 to the Company’s Form 10-Q dated June 30, 1999 and incorporated herein by reference).
 
 
 
10.9
 
Restricted Share Award Agreement dated as of March 12, 2001 between Roger W. Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.10 to the Company’s Form 10-Q dated March 31, 2001 and incorporated herein by reference).
     
10.10
 
Restricted Share Award Agreement dated as of March 12, 2001 between Michael Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.11 to the Company’s Form 10-Q dated March 31, 2001 and incorporated herein by reference).
 
 
 

127


Exhibit
Number
 
Exhibit Title
 
 
 
10.11
 
Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.12
 
Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.13
 
First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.14
 
Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.7 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.15
 
Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.16
 
First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.9 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
     
10.17
 
Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.10 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.18
 
Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.11 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
     
10.19
 
First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated July 1, 1999 between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.12 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
     
10.20
 
First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated March 12, 2001 between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.13 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
     
10.21
 
Restricted Share Award Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.14 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.22
 
Tax Gross Up Agreement effective as of January 2, 2003 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.15 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
     
10.23
 
Restricted Share Award Agreement dated December 6, 1999 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.16 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 

128


Exhibit
Number
 
Exhibit Title
     
10.24
 
First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated December 6, 1999 between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.17 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.25
 
First Amendment effective as of January 2, 2003 to the Restricted Share Award Agreement dated March 12, 2001 between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.18 to the Company’s Form 8-K dated January 2, 2003 and incorporated herein by reference).
 
 
 
10.26
 
Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
     
10.27
 
Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
 
 
 
10.28
 
Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
 
 
 
10.29
 
Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.6 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
     
10.30
 
Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.7 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
     
10.31
 
Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.8 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
     
10.32
 
Restricted Share Award Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.9 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
 
 
 
10.33
 
Tax Gross Up Agreement effective as of December 2, 2003 by and between Mack-Cali Realty Corporation and Michael Grossman (filed as Exhibit 10.10 to the Company’s Form 8-K dated December 2, 2003 and incorporated herein by reference).
 
 
 
10.34
 
Restricted Share Award Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
 
 
 
10.35
 
Tax Gross Up Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
     
10.36
 
Restricted Share Award Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.4 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
 
 
 


129


Exhibit
Number
 
Exhibit Title
     
10.37
 
Tax Gross Up Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
 
 
 
10.38
 
Restricted Share Award Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.6 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
 
 
 
10.39
 
Tax Gross Up Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.7 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
     
10.40
 
Restricted Share Award Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.8 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
 
 
 
10.41
 
Tax Gross Up Agreement effective December 7, 2004 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.9 to the Company’s Form 8-K dated December 7, 2004 and incorporated herein by reference).
 
 
 
10.42
 
Restricted Share Award Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
 
 
 
10.43
 
Tax Gross Up Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
     
10.44
 
Restricted Share Award Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.4 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
 
 
 
10.45
 
Tax Gross Up Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
 
 
 
10.46
 
Restricted Share Award Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.6 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
 
 
 
10.47
 
Tax Gross Up Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.7 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
     
10.48
 
Restricted Share Award Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.8 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
     
10.49
 
Tax Gross Up Agreement effective December 6, 2005 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.9 to the Company’s Form 8-K dated December 6, 2005 and incorporated herein by reference).
     


130


Exhibit
Number
 
Exhibit Title
 
 
 
10.50
  
Restricted Share Award Agreement by and between Mack-Cali Realty Corporation and Mark Yeager (filed as Exhibit 10.16 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.51
  
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.52
  
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.53
 
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.54
 
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.4 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.55
 
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.56
  
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.6 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.57
 
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.7 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.58
 
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.59
 
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.9 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
     
10.60
 
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.10 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
 
10.61
  
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.11 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     

131


Exhibit
Number
 
Exhibit Title
     
10.62
  
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Roger W. Thomas (filed as Exhibit 10.12 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.63
  
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.13 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.64
  
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.14 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.65
  
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.15 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.66
 
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Michael A. Grossman (filed as Exhibit 10.16 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.67
 
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mark Yeager (filed as Exhibit 10.17 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.68
 
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mark Yeager (filed as Exhibit 10.18 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
     
10.69
  
Restricted Share Award Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mark Yeager (filed as Exhibit 10.19 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.70
 
Tax Gross Up Agreement effective December 5, 2006 by and between Mack-Cali Realty Corporation and Mark Yeager (filed as Exhibit 10.20 to the Company’s Form 8-K dated December 5, 2006 and incorporated herein by reference).
 
 
  
10.71
 
Amended and Restated Revolving Credit Agreement dated as of September 27, 2002, among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, Fleet National Bank and Other Lenders Which May Become Parties Thereto with JPMorgan Chase Bank, as administrative agent, swing lender and fronting bank, Fleet National Bank and Commerzbank AG, New York and Grand Cayman branches as syndication agents, Bank of America, N.A. and Wells Fargo Bank, National Association, as documentation agents, and J.P. Morgan Securities Inc. and Fleet Securities, Inc, as arrangers (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 27, 2002 and incorporated herein by reference).
     
10.72
 
Second Amended and Restated Revolving Credit Agreement among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., Bank of America, N.A., and other lending institutions that are or may become a party to the Second Amended and Restated Revolving Credit Agreement dated as of November 23, 2004 (filed as Exhibit 10.1 to the Company’s Form 8-K dated November 23, 2004 and incorporated herein by reference).
     

132


Exhibit
Number
 
Exhibit Title
     
10.73
 
Extension and Modification Agreement dated as of September 16, 2005 by and among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the several Lenders Party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K dated September 16, 2005 and incorporated herein by reference).
 
 
 
10.74
  
Second Modification Agreement dated as of July 14, 2006 by and among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the several Lenders party thereto (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 14, 2006 and incorporated herein by reference).
     
10.75
  
Amended and Restated Master Loan Agreement dated as of November 12, 2004 among Mack-Cali Realty, L.P., and Affiliates of Mack-Cali Realty Corporation and Mack-Cali Realty, L.P., as Borrowers, Mack-Cali Realty Corporation and Mack-Cali Realty L.P., as Guarantors and The Prudential Insurance Company of America, as Lender (filed as Exhibit 10.1 to the Company’s Form 8-K dated November 12, 2004 and incorporated herein by reference).
     
10.76
 
Contribution and Exchange Agreement among The MK Contributors, The MK Entities, The Patriot Contributors, The Patriot Entities, Patriot American Management and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated September 18, 1997 (filed as Exhibit 10.98 to the Company’s Form 8-K dated September 19, 1997 and incorporated herein by reference).
 
 
 
10.77
 
First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997, by and among the Company and the Mack Group (filed as Exhibit 10.99 to the Company’s Form 8-K dated December 11, 1997 and incorporated herein by reference).
     
10.78
 
Employee Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.1 to the Company’s Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).
     
10.79
  
Director Stock Option Plan of Mack-Cali Realty Corporation (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Form S-8, Registration No. 333-44443, and incorporated herein by reference).
 
 
  
10.80
 
2000 Employee Stock Option Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-52478, and incorporated herein by reference), as amended by the First Amendment to the 2000 Employee Stock Option Plan (filed as Exhibit 10.17 to the Company’s Form 10-Q dated June 30, 2002 and incorporated herein by reference).
 
 
 
10.81
 
Amended and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-100244, and incorporated herein by reference).
     
 
 
 
10.82
 
Mack-Cali Realty Corporation 2004 Incentive Stock Plan (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-116437, and incorporated herein by reference).
     
10.83
 
Deferred Compensation Plan for Directors (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, Registration No. 333-80081, and incorporated herein by reference).
     

133


Exhibit
Number
 
Exhibit Title
     
10.84
  
Form of Indemnification Agreement by and between Mack-Cali Realty Corporation and each of William L. Mack, John J. Cali, Mitchell E. Hersh, John R. Cali, David S. Mack, Martin S. Berger, Alan S. Bernikow, Kenneth M. Duberstein, Martin D. Gruss, Nathan Gantcher, Vincent Tese, Roy J. Zuckerberg, Alan G. Philibosian, Irvin D. Reid, Robert F. Weinberg, Barry Lefkowitz, Roger W. Thomas, Michael A. Grossman, Mark Yeager, Anthony Krug, Dean Cingolani, Anthony DeCaro Jr., Mark Durno, William Fitzpatrick, John Kropke, Nicholas Mitarotonda, Jr., Michael Nevins, Virginia Sobol, Albert Spring, Daniel Wagner, Deborah Franklin, John Marazzo, Christopher DeLorenzo, Jeffrey Warner, Diane Chayes and James Corrigan (filed as Exhibit 10.28 to the Company’s Form 10-Q dated September 30, 2002 and incorporated herein by reference).
     
10.85
  
Indemnification Agreement dated October 22, 2002 by and between Mack-Cali Realty Corporation and John Crandall (filed as Exhibit 10.29 to the Company’s Form 10-Q dated September 30, 2002 and incorporated herein by reference).
     
10.86
  
Second Amendment to Contribution and Exchange Agreement, dated as of June 27, 2000, between RMC Development Company, LLC f/k/a Robert Martin Company, LLC, Robert Martin Eastview North Company, L.P., the Company and the Operating Partnership (filed as Exhibit 10.44 to the Company’s Form 10-K dated December 31, 2002 and incorporated herein by reference).
     
10.87
 
Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership by and between Meadowlands Mills Limited Partnership, Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C. dated November 25, 2003 (filed as Exhibit 10.1 to the Company’s Form 8-K dated December 3, 2003 and incorporated herein by reference).
     
10.88
 
Redevelopment Agreement by and between the New Jersey Sports and Exposition Authority and Meadowlands Mills/Mack-Cali Limited Partnership dated December 3, 2003 (filed as Exhibit 10.2 to the Company’s Form 8-K dated December 3, 2003 and incorporated herein by reference).
 
 
 
10.89
 
First Amendment to Redevelopment Agreement by and between the New Jersey Sports and Exposition Authority and Meadowlands Mills/Mack-Cali Limited Partnership dated October 5, 2004 (filed as Exhibit 10.54 to the Company’s Form 10-Q dated September 30, 2004 and incorporated herein by reference).
 
 
  
10.90
 
Letter Agreement by and between Mack-Cali Realty Corporation and The Mills Corporation dated October 5, 2004 (filed as Exhibit 10.55 to the Company’s Form 10-Q dated September 30, 2004 and incorporated herein by reference).
 
 
 
10.91
 
First Amendment to Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership by and between Meadowlands Mills Limited Partnership, Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C. dated as of June 30, 2005 (filed as Exhibit 10.66 to the Company’s Form 10-Q dated June 30, 2005 and incorporated herein by reference).
 
 
 
10.92*
  
Mack-Cali Rights, Obligations and Option Agreement by and between Meadowlands Developer Limited Partnership, Meadowlands Limited Partnership, Meadowlands Developer Holding Corp., Meadowlands Mack-Cali GP, L.L.C., Mack-Cali Meadowlands Special, L.L.C., Baseball Meadowlands Mills/Mack-Cali Limited Partnership, A-B Office Meadowlands Mack-Cali Limited Partnership, C-D Office Meadowlands Mack-Cali Limited Partnership, Hotel Meadowlands Mack-Cali Limited Partnership and ERC Meadowlands Mills/Mack-Cali Limited Partnership dated November 22, 2006.
     
10.93*
  
Redemption Agreement by and among Meadowlands Developer Limited Partnership, Meadowlands Developer Holding Corp., Mack-Cali Meadowlands entertainment L.L.C., Mack-Cali Meadowlands Special L.L.C., and Meadowlands Limited Partnership dated November 22, 2006.
     

134


Exhibit
Number
 
Exhibit Title
     
10.94
 
Contribution and Exchange Agreement by and between Mack-Cali Realty, L.P. and Tenth Springhill Lake Associates L.L.L.P., Eleventh Springhill Lake Associates L.L.L.P., Twelfth Springhill Lake Associates L.L.L.P., Fourteenth Springhill Lake Associates L.L.L.P., each a Maryland limited liability limited partnership, Greenbelt Associates, a Maryland general partnership, and Sixteenth Springhill Lake Associates L.L.L.P., a Maryland limited liability limited partnership, and certain other natural persons, dated as of November 21, 2005 (filed as Exhibit 10.69 to the Company’s Form 10-K dated December 31, 2005 and incorporated herein by reference).
 
 
 
10.95
 
Membership Interest Purchase and Contribution Agreement by and among Mr. Stanley C. Gale, SCG Holding Corp., Mack-Cali Realty Acquisition Corp. and Mack-Cali Realty, L.P. dated as of March 7, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated March 7, 2006 and incorporated herein by reference).
     
10.96
 
Amendment No. 1 to Membership Interest Purchase and Contribution Agreement dated as of March 31, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated March 28, 2006 and incorporated herein by reference).
 
 
 
10.97
 
Amendment No. 2 to Membership Interest Purchase and Contribution Agreement dated as of May 9, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
     
10.98
  
Contribution and Sale Agreement by and among Gale SLG NJ LLC, a Delaware limited liability company, Gale SLG NJ MEZZ LLC, a Delaware limited liability company, and Gale SLG RIDGEFIELD MEZZ LLC, a Delaware limited liability company and Mack-Cali Ventures L.L.C. dated as of March 7, 2006 (filed as Exhibit 10.2 to the Company’s Form 8-K dated March 7, 2006 and incorporated herein by reference).
     
10.99
  
First Amendment to Contribution and Sale Agreement by and among GALE SLG NJ LLC, a Delaware limited liability company, GALE SLG NJ MEZZ LLC, a Delaware limited liability company, and GALE SLG RIDGEFIELD MEZZ LLC, a Delaware limited liability company, and Mack-Cali Ventures L.L.C., a Delaware limited liability company, dated as of May 9, 2006 (filed as Exhibit 10.4 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.100
  
Non-Portfolio Property Interest Contribution Agreement by and among Mr. Stanley C. Gale, Mr. Mark Yeager, GCF II Investor LLC, The Gale Investments Company, LLC, Gale & Wentworth Vreeland, LLC, Gale Urban Solutions LLC, MSGW-ONE Campus Investors, LLC, Mack-Cali Realty Acquisition Corp. and Mack-Cali Realty, L.P. dated as of May 9, 2006 (filed as Exhibit 10.2 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.101
  
Loan Agreement by and among the entities set forth on Exhibit A, collectively, as Borrowers, and Gramercy Warehouse Funding I LLC, as Lender, dated May 9, 2006 (filed as Exhibit 10.5 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.102
  
Promissory Note of One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5 Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, as Borrowers, in favor of Gramercy Warehouse Funding I, LLC, as Lender, in the principal amount of $90,286,551 dated May 9, 2006 (filed as Exhibit 10.6 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.103
  
Mortgage, Security Agreement and Fixture Filing by and between 4 Becker SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.7 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     

135


Exhibit
Number
 
Exhibit Title
     
10.104
  
Promissory Note of 4 Becker SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $43,000,000 dated May 9, 2006 (filed as Exhibit 10.8 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.105
  
Mortgage, Security Agreement and Fixture Filing by and between 210 Clay SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.9 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.106
  
Promissory Note of 210 Clay SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $16,000,000 dated May 9, 2006 (filed as Exhibit 10.10 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.107
  
Mortgage, Security Agreement and Fixture Filing by and between 5 Becker SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.11 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.108
  
Promissory Note of 5 Becker SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $15,500,000 dated May 9, 2006 (filed as Exhibit 10.12 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.109
  
Mortgage, Security Agreement and Fixture Filing by and between 51 CHUBB SPE LLC, as Borrower, and Wachovia Bank, National Association, as Lender, dated May 9, 2006 (filed as Exhibit 10.13 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.110
  
Promissory Note of 51 CHUBB SPE LLC, as Borrower, in favor of Wachovia Bank, National Association, as Lender, in the principal amount of $4,500,000 dated May 9, 2006 (filed as Exhibit 10.14 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.111
  
Form of Amended and Restated Limited Liability Company Agreement of Mack-Green-Gale LLC dated                 , 2006 (filed as Exhibit 10.3 to the Company’s Form 8-K dated March 7, 2006 and incorporated herein by reference).
     
10.112
  
Form of Limited Liability Company Operating Agreement (filed as Exhibit 10.3 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein by reference).
     
10.113
  
Agreement of Sale and Purchase dated August 9, 2006 by and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.91 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
     
10.114
  
First Amendment to Agreement of Sale and Purchase dated September 6, 2006 by and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.92 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
     
10.115
  
Second Amendment to Agreement of Sale and Purchase dated September 15, 2006 by and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.93 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
     
10.116
  
Agreement of Sale and Purchase dated September 25, 2006 by and between Phelan Realty Associates L.P., 795 Folsom Realty Associates L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.94 to the Company’s Form 10-Q dated September 30, 2006 and incorporated herein by reference).
     


136


Exhibit
Number
 
Exhibit Title
     
10.117*
  
Membership Interest Purchase and Contribution Agreement dated as of December 28, 2006, by and among NKFGMS Owners, LLC, The Gale Construction Services Company, L.L.C., NKFFM Limited Liability Company, Scott Panzer, Ian Marlow, Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank, and Mack-Cali Realty, L.P.
     
10.118*
  
Operating Agreement of NKFGMS Owners, LLC.
     
10.119*
  
Loans, Sale and Services Agreement dated December 28, 2006 by and between Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank, Mack-Cali Realty, L.P., and Newmark Knight Frank Global Management Services, LLC.
     
10.120*
  
Term Loan Agreement among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, N.A. as Administrative Agent, J.P. Morgan Securities Inc. as Arranger, and other lender which may become parties to this Agreement dated November 29, 2006.
     
21.1*
   Subsidiaries of the Company.
     
23.1*
  
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
     
31.1*
 
Certification of the Company’s President and Chief Executive Officer, Mitchell E. Hersh, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2*
 
Certification of the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1*
 
Certification of the Company’s President and Chief Executive Officer, Mitchell E. Hersh, and the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*filed herewith


137