Accumulated Other Comprehensive Loss of the Operating Partnership

12 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Loss of the Company

Stockholders’ Equity of the Company

Common Stock

Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2013, 94,993,284 shares of common stock and no shares of excess stock were issued and outstanding.

In November 2013, the Company completed an offering of 2,600,000 shares of its common stock, par value $0.01 per share, at a price of $95.94 per share. The Company received net proceeds of approximately $248.9 million, after deducting offering expenses. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 2,600,000 common units of limited partnership interest and were used to repay debt, fund new investments and for other corporate purposes.

At-The-Market Equity Offering Program

In July 2011, the Company, along with the Operating Partnership, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate of $250.0 million of SL Green's common stock. During the year ended December 31, 2013, the Company sold 462,276 shares of SL Green's common stock through the ATM Program for aggregate gross proceeds of approximately $42.5 million ($41.8 million of net proceeds after related expenses). The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 462,276 common units of limited partnership interest and were used to repay debt, fund new investments and for other corporate purposes. As of December 31, 2013, $2.8 million remained available for issuance of common stock under the ATM Program.

Perpetual Preferred Stock

We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at par for cash at our option on or after August 10, 2017. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.

In June 2013, we redeemed the remaining 7,700,000 outstanding shares of our 7.625% Series C Cumulative Redeemable Preferred stock, or the Series C Preferred Stock at a redemption price of $25.00 per share plus $0.3495 in accumulated and unpaid dividends on such Preferred Stock through June 21, 2013. We recognized $12.2 million of costs to redeem the remaining Series C Preferred Stock. In September 2012, we had redeemed 4,000,000 shares of our 11,700,000 shares of Series C Preferred Stock, at a redemption price of $25.00 per share plus $0.3707 in accumulated and unpaid dividends on such Preferred Stock through September 24, 2012. We recognized $6.3 million of costs to redeem partially the Series C Preferred Stock. Simultaneously with each redemption, an equal number of 7.625% Series C Cumulative Redeemable Preferred Units of limited partnership interest of the Operating Partnership, or the Series C Preferred Units, were redeemed at the redemption price paid by us to the Series C Preferred stockholders. The Series C Preferred stockholders received annual dividends of $1.90625 per share paid on a quarterly basis and dividends were cumulative, subject to certain provisions.

In July 2012, we redeemed all 4,000,000 shares of our 7.875% Series D Cumulative Redeemable Preferred stock, or Series D Preferred Stock, at a redemption price of $25.00 per share plus $0.4922 in accumulated and unpaid dividends on such Preferred Stock through July 14, 2012 and recognized $3.7 million of costs to redeem the Series D Preferred Stock. Simultaneously with that redemption, an equal number of 7.875% Series D Cumulative Redeemable Preferred Units of limited partnership interest of the Operating Partnership, or the Series D Preferred Units, were redeemed at the redemption price paid by SL Green to the Series D Preferred stockholders. The Series D Preferred stockholders received annual dividends of $1.96875 per share paid on a quarterly basis and dividends were cumulative, subject to certain provisions.

Dividend Reinvestment and Stock Purchase Plan

In March 2012, we filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRIP, which automatically became effective upon filing. We registered 3,500,000 shares of SL Green's common stock under the DRIP. The DRIP commenced on September 24, 2001.

During the years ended December 31, 2013 and 2012, we issued approximately 761 and 1,300,000 shares of SL Green's common stock and received approximately $66,600 and $99.6 million of proceeds, respectively, from dividend reinvestments and/or stock purchases under the DRIP. DRIP shares may be issued at a discount to the market price.

Earnings per Share

Earnings per share for the years ended December 31, 2013, 2012 and 2011 is computed as follows (in thousands):

	December 31,
Numerator	2013		2012		2011
Basic Earnings:
Income attributable to SL Green common stockholders	$	101,330	$	155,984	$	617,232
Effect of Dilutive Securities:
Redemption of units to common shares	3,023		5,597		14,629
Stock options	—		—		—
Diluted Earnings:
Income attributable to SL Green common stockholders	$	104,353	$	161,581	$	631,861

	December 31,
Denominator	2013	2012	2011
Basic Shares:
Weighted average common stock outstanding	92,269	89,319	83,762
Effect of Dilutive Securities:
Redemption of units to common shares	2,735	3,207	1,985
3.0% exchangeable senior debentures due 2017	—	—	—
3.0% exchangeable senior debentures due 2027	—	—	—
4.0% exchangeable senior debentures due 2025	—	—	—
Stock-based compensation plans	262	347	497
Diluted weighted average common stock outstanding	95,266	92,873	86,244

We have excluded approximately 964,789, 627,000 and 680,000 common stock equivalents from the diluted shares outstanding for the years ended December 31, 2013, 2012 and 2011, respectively, as they were anti-dilutive.

Partners' Capital of the Operating Partnership

The Company is the sole general partner of the Operating Partnership and at December 31, 2013 owned 94,993,284 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.

Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income (loss) and distributions.

Limited Partner Units

As of December 31, 2013, limited partners other than SL Green owned approximately 2.96% (2,902,317 common units) of the Operating Partnership.

Preferred Units

Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”

Earnings per Unit

Earnings per unit for the years ended December 31, 2013, 2012 and 2011 is computed as follows (in thousands):

	December 31,
Numerator	2013		2012		2011
Basic Earnings:
Income attributable to SLGOP common unitholders	$	104,353	$	161,581	$	631,861
Effect of Dilutive Securities:
Stock options	—		—		—
Diluted Earnings:
Income attributable to SLGOP common unitholders	$	104,353	$	161,581	$	631,861

	December 31,
Denominator	2013	2012	2011
Basic units:
Weighted average common units outstanding	95,004	92,526	85,747
Effect of Dilutive Securities:
3.0% exchangeable senior debentures due 2017	—	—	—
3.0% exchangeable senior debentures due 2027	—	—	—
4.0% exchangeable senior debentures due 2025	—	—	—
Stock-based compensation plans	262	347	497
Diluted weighted average common units outstanding	95,266	92,873	86,244

We have excluded approximately 964,789 ,627,000 and 680,000 common unit equivalents from the diluted units outstanding for the years ended December 31, 2013, 2012 and 2011, respectively, as they were anti-dilutive.

SL Green Operating Partnership

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Loss of the Company

Accumulated Other Comprehensive Loss of the Operating Partnership

The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of December 31, 2013, 2012 and 2011:

	Net unrealized loss on derivative instruments (1)			SLGOP’s share of joint venture net unrealized loss on derivative instruments (2)			Unrealized gains and loss on marketable securities			Total
Balance at December 31, 2010	$	(14,246	)	$	(18,613	)	$	9,817		$	(23,042	)
Other comprehensive loss before reclassifications	(5,699		)	(10,273		)	(4,261		)	(20,233		)
Amounts reclassified from accumulated other comprehensive income (loss)	1,554			11,072			1,530			$	14,156
Balance at December 31, 2011	$	(18,391	)	$	(17,814	)	$	7,086		$	(29,119	)
Other comprehensive loss before reclassifications	(912		)	(9,637		)	(5,442		)	(15,991		)
Amounts reclassified from accumulated other comprehensive income (loss)	1,865			10,811			1,785			14,461
Balance at December 31, 2012	$	(17,438	)	$	(16,640	)	$	3,429		$	(30,649	)
Other comprehensive (loss) income before reclassifications	(68		)	6,553			1,497			7,982
Amounts reclassified from accumulated other comprehensive income (loss)	1,933			5,072			—			7,005
Balance at December 31, 2013	$	(15,573	)	$	(5,015	)	$	4,926		$	(15,662	)

___________________________

(1) Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of income. As of December 31, 2013, 2012 and 2011, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was approximately $14.2 million, $15.5 million and $16.7 million, respectively.

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