Partners' Capital of the Operating Partnership

6 Months Ended

Jun. 30, 2018

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 June 30, 2018, 85,725,135 shares of common stock and no shares of excess stock were issued and outstanding.

Stock Repurchase Program

In August 2016, our Board of Directors approved a stock repurchase plan under which we can repurchase up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized two separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017 and the second quarter of 2018 bringing the program total to $2.0 billion.

At June 30, 2018, repurchases executed under the plan were as follows:



Period	Shares repurchased	Average price paid per share	Cumulative number of shares repurchased as part of the repurchase plan or programs	Maximum approximate dollar value of shares that may yet be repurchased under the plan (in millions)⁽¹⁾
2017	8,342,411	$101.64	8,342,411	$1,152.0
First quarter 2018	3,653,928	$97.07	11,996,339	$797.2
Second quarter 2018 ⁽²⁾	3,479,552	$97.22	15,475,891	$458.9


(1)	Reflective of $2.0 billion plan maximum as of June 30, 2018.


(2)	Includes 101,421 shares of common stock repurchased by the Company in June 2018 that were settled in July 2018.

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. 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 ("DRSPP")

In February 2018, 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 our 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 six months ended June 30, 2018 and 2017, respectively (dollars in thousands):



	Six Months Ended June 30,
	2018		2017
Shares of common stock issued	674		1,036
Dividend reinvestments/stock purchases under the DRSPP	$	64	$	111

Earnings per Share

SL Green's earnings per share for the three and six months ended June 30, 2018 and 2017 are computed as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
Numerator	2018		2017		2018		2017
Basic Earnings:
Income attributable to SL Green common stockholders	$	103,556	$	8,222	$	205,322	$	19,573
Effect of Dilutive Securities:
Redemption of units to common shares	5,586		419		10,858		895
Diluted Earnings:
Income attributable to SL Green common stockholders	$	109,142	$	8,641	$	216,180	$	20,468



	Three Months Ended June 30,		Six Months Ended June 30,
Denominator	2018	2017	2018	2017
Basic Shares:
Weighted average common stock outstanding	87,176	99,900	88,772	100,268
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares	4,706	4,562	4,695	4,584
Stock-based compensation plans	201	270	200	288
Diluted weighted average common stock outstanding	92,083	104,732	93,667	105,140

SL Green has excluded 1,158,317 and 1,184,735 common stock equivalents from the diluted shares outstanding for the three and six months ended June 30, 2018, respectively, as they were anti-dilutive. SL Green has excluded 986,390 and 979,676 common stock equivalents from the diluted shares outstanding for the three and six months ended June 30, 2017, respectively, as they were anti-dilutive.

Accumulated Other Comprehensive Income

The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of June 30, 2018 (in thousands):



	Net unrealized gain on derivative instruments ⁽¹⁾		SL Green’s share of joint venture net unrealized gain on derivative instruments ⁽²⁾			Net unrealized gain on marketable securities			Total
Balance at December 31, 2017	$	12,542	$	5,020		$	1,042		$	18,604
Other comprehensive (loss) income before reclassifications	9,837		4,097			(14		)	13,920
Amounts reclassified from accumulated other comprehensive income	237		(139		)	—			98
Balance at June 30, 2018	$	22,616	$	8,978		$	1,028		$	32,622

(1)

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of June 30, 2018 and December 31, 2017, 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 $2.2 million and $3.2 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 operations.

SL Green Operating Partnership

Stockholders' Equity

Partners' Capital of the Operating Partnership

The Company is the sole general partner of the Operating Partnership and at June 30, 2018 owned 85,725,135 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 June 30, 2018, limited partners other than SL Green owned 5.20%, or 4,699,872 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 three and six months ended June 30, 2018 and 2017, respectively, are computed as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
Numerator	2018		2017		2018		2017
Basic and Diluted Earnings:
Income attributable to SLGOP common unitholders	$	109,142	$	8,641	$	216,180	$	20,468



	Three Months Ended June 30,		Six Months Ended June 30,
Denominator	2018	2017	2018	2017
Basic units:
Weighted average common units outstanding	91,882	104,462	93,467	104,852
Effect of Dilutive Securities:
Stock-based compensation plans	201	270	200	288
Diluted weighted average common units outstanding	92,083	104,732	93,667	105,140

The Operating Partnership has excluded 1,158,317 and 1,184,735 common unit equivalents from the diluted units outstanding for the three and six months ended June 30, 2018, respectively, as they were anti-dilutive. The Operating Partnership has excluded 986,390 and 979,676 common unit equivalents from the diluted units outstanding for the three and six months ended June 30, 2017, respectively, as they were anti-dilutive.