Partners' Capital

12 Months Ended

Dec. 31, 2012

Shareholders' Equity [Abstract]

Partners' Capital

12. Partners' Capital

Class A Units

As of December 31, 2012, and 2011 there were 186,734,711 and 185,080,020Class A units outstanding, respectively, that were held by Vornado. These units are classified as “partners' capital” on our consolidated balance sheets. As of December 31, 2012 and 2011, there were 11,215,682 and 12,160,771 Class A units outstanding, respectively, that were held by third parties. These units are classified outside of “partners' capital” as “redeemable partnership units” on our consolidated balance sheets (See Note 11 - Redeemable Partnership Units).During 2012, we paid an aggregate of $699,318,000 of distributions to Vornadocomprised of quarterly common distributions of $0.69 per unit, and a special long-term capital gain distribution of $1.00 per unit.On January 17, 2013, weincreased our quarterlyClass A unit distributionto $0.73per unit(anew indicated annual rate of $2.92 per unit).

12. Partners' Capital – continued

Preferred Shares

On July 11, 2012, Vornadosold 12,000,000 5.70% Series K Cumulative Redeemable Preferred Shares at a price of $25.00 per share in an underwritten public offering pursuant to an effective registration statement. Vornado retained aggregate net proceeds of $290,971,000, after underwriters' discounts and issuance costs and contributed the net proceeds to us in exchange for 12,000,000 Series K Preferred Units (with economic terms that mirror those of the Series K Preferred Shares). Distributions on the Series K Preferred Units are cumulative and payable quarterly in arrears. The Series K Preferred Units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), Vornado may require us to redeem the Series K Preferred Units at a redemption price of $25.00 per unit, plus accrued and unpaid distributions through the date of redemption. The Series K Preferred Units have no maturity date and will remain outstanding indefinitely unless redeemed.

On August 16, 2012, we redeemed all of the outstanding 7.0% Series E Cumulative Redeemable Preferred Units at par, for an aggregate of $75,000,000 in cash, plus accrued and unpaid distributions through the date of redemption.

The following table sets forth the details of our preferred units of beneficial interest as of December 31,2012and2011.

(Amounts in thousands, except unit and
per unit amounts)		Balance as of				Units Outstanding at		Per Unit		Annual
		December 31,				December 31,		Liquidation		Distribution
Preferred Units		2012		2011		2012	2011	Preference		Rate(1)
Convertible Preferred:
	6.5% Series A: authorized 83,977 units(2)	$	1,682	$	1,787	34,609	36,709	$	50.00	$	3.25
Cumulative Redeemable:
	6.75% Series F: authorized 6,000,000 units(3)		144,720		144,720	6,000,000	6,000,000	$	25.00	$	1.6875
	6.625% Series G: authorized 8,000,000 units(4)		193,135		193,135	8,000,000	8,000,000	$	25.00	$	1.656
	6.75% Series H: authorized 4,500,000 units(3)		108,549		108,549	4,500,000	4,500,000	$	25.00	$	1.6875
	6.625% Series I: authorized 10,800,000 units(4)		262,379		262,379	10,800,000	10,800,000	$	25.00	$	1.656
	6.875% Series J: authorized 9,850,000 units(4)		238,842		238,842	9,850,000	9,850,000	$	25.00	$	1.71875
	5.70% Series K: authorized 12,000,000 units(4)		290,971		-	12,000,000	-	$	25.00	$	1.425
	7.0% Series E: authorized 3,000,000 units(4)		-		72,248	-	3,000,000	$	25.00	$	1.75
		$	1,240,278	$	1,021,660	51,184,609	42,186,709
(1)	Distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)	Redeemable at the option of Vornado, under certain circumstances, at a redemption price plus accrued and unpaid distributions or, convertible at anytime at the option of the holder for 1.4334 Class A units per Series A Preferred unit.
(3)	Redeemed on February 19, 2013 (See Note 25 - Subsequent Events).
(4)	Redeemable at Vornado's option at a redemption price of $25.00 per unit, plus accrued and unpaid distributiuon through the date of redemption.

Accumulated Other Comprehensive Income

Accumulated other comprehensive (loss) income was $(18,946,000) and $73,729,000 as of December 31, 2012 and 2011, respectively, and primarily consists of (i) accumulated unrealized gains from the mark-to-market of marketable securities classified as available-for-sale, (ii) our prorata share of other comprehensive income of non-consolidated subsidiaries and (iii) changes in the value of our interest rate swap.