Partners' Capital of the Operating Partnership

12 Months Ended

Dec. 31, 2016

Stockholders' Equity

Partners' Capital of the Operating Partnership

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, 2016, 100,562,349 shares of common stock and no shares of excess stock were issued and outstanding.

In August 2016, our board of directors approved a stock repurchase plan under which we can buy up to $1.0 billion of shares of our common stock. As of December 31, 2016, we have not repurchased any shares under the plan.

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, 2015, we sold 25,659 shares of our common stock out of the remaining balance of the ATM Program for aggregate net proceeds of $2.8 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 25,659 units of limited partnership interest of the Operating Partnership.

In June 2014, the Company, along with the Operating Partnership, entered into an "at-the-market" equity offering program, or ATM Program, to sell an aggregate of $300.0 million of SL Green's common stock. During the year ended December 31, 2014, we sold 1,626,999 shares of our common stock for aggregate net proceeds of $182.9 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 1,626,999 units of limited partnership interest of the Operating Partnership. During the year ended December 31, 2015, we sold 895,956 shares of our common stock for aggregate net proceeds of $113.4 million comprising the remaining balance of this ATM Program. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 895,956 units of limited partnership interest of the Operating Partnership.

In March 2015, the Company, along with the Operating Partnership, entered into a new ATM Program to sell an aggregate of $300.0 million of SL Green's common stock. During the year ended December 31, 2015 we sold 91,180 shares of our common stock for aggregate net proceeds of $12.0 million. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 91,180 units of limited partnership interest of the Operating Partnership. The Company did not make any sales of its common stock under an ATM program in the year ended December 31, 2016.

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.

Dividend Reinvestment and Stock Purchase Plan

In February 2015, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of SL Green's common stock under the DRSPP. The DRSPP commenced on September 24, 2001.

The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the year ended December 31, 2016, 2015, and 2014, respectively (in thousands):

	Year Ended December 31,
	2016		2015		2014
Common Stock Shares Issued	2,687		775,760		608
Dividend reinvestments/stock purchases under the DRSPP	$	277	$	99,555	$	64

Earnings per Share

SL Green's earnings per share for the years ended December 31, 2016, 2015, and 2014 are computed as follows (in thousands):

	Year Ended December 31,
Numerator	2016		2015		2014
Basic Earnings:
Income attributable to SL Green common stockholders	$	234,946	$	269,132	$	503,104
Effect of Dilutive Securities:
Redemption of units to common shares	10,136		10,565		18,467
Diluted Earnings:
Income attributable to SL Green common stockholders	$	245,082	$	279,697	$	521,571

	Year Ended December 31,
Denominator	2016	2015	2014
Basic Shares:
Weighted average common stock outstanding	100,185	99,345	95,774
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares	4,323	3,899	3,514
Stock-based compensation plans	373	490	408
Diluted weighted average common stock outstanding	104,881	103,734	99,696

SL Green has excluded 774,782, 263,991 and 737,361 common stock equivalents from the diluted shares outstanding for the years ended December 31, 2016, 2015, and 2014 respectively, as they were anti-dilutive.

SL Green Operating Partnership

Stockholders' Equity

Partners' Capital of the Operating Partnership

Partners' Capital of the Operating Partnership

The Company is the sole general partner of the Operating Partnership and at December 31, 2016 owned 100,562,349 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, 2016, limited partners other than SL Green owned 4.16%, or 4,363,716 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

The Operating Partnership's earnings per unit for the years ended December 31, 2016, 2015, and 2014 respectively are computed as follows (in thousands):

	Year Ended December 31,
Numerator	2016		2015		2014
Basic and Diluted Earnings:
Income attributable to SLGOP common unitholders	$	245,082	$	279,697	$	521,571

	Year Ended December 31,
Denominator	2016	2015	2014
Basic units:
Weighted average common units outstanding	104,508	103,244	99,288
Effect of Dilutive Securities:
Stock-based compensation plans	373	490	408
Diluted weighted average common units outstanding	104,881	103,734	99,696

The Operating Partnership has excluded 774,782, 263,991, and 737,361 common unit equivalents from the diluted units outstanding for the years ended December 31, 2016, 2015, and 2014 respectively, as they were anti-dilutive.