Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

Stockholders' Equity

4. Stockholders' Equity

        As of December 31, 2012 and 2011, the Company's charter had authorized for issuance a total of 140,000,000 shares of common stock and 50,000,000 shares of preferred stock.

        During the year ended December 31, 2012, the Company:

• (i)

  issued 18,840,206 shares of common stock through underwritten public offerings and public offerings under CEP II and CEP III;
  
  

  (ii)

  issued 407,784 shares of common stock in connection with stock options exercised;
  
  

  (iii)

  issued 2,331 common shares through the Company's dividend reinvestment plan;
  
  

  (iv)

  issued 96,592 common shares in connection with stock grants;

• (v)

  withheld 121,351 common shares to satisfy employees' tax withholding and other liabilities;
  
  

  (vi)

  cancelled 4,027 shares of restricted common stock upon forfeiture; and
  
  

  (vii)

  issued 6,260 shares through the Employee Stock Purchase Plan.

        In addition, the Company granted 115,303 options for common stock to employees. Any deferred compensation related to the Company's stock option and restricted stock grants during 2012 is not reflected on the Company's Consolidated Balance Sheet as of December 31, 2012, and will not be reflected until earned as compensation cost.

        In December 2012, the Company issued 16,675,000 shares of common stock at $130.00 per share. Net proceeds of approximately $2,102,718,000 are to prefund the expected Archstone Acquisition and related matters, discussed further in Note 7. "Commitments and Contingencies".

        In November 2010, the Company commenced a second continuous equity program ("CEP II"), under which the Company was authorized to sell up to $500,000,000 of its common stock from time to time during a 36-month period. During the year ended December 31, 2012, the Company completed the sale of common stock authorized under CEP II, selling 1,435,215 shares at an average sales price of $140.41 per share, for aggregate net proceeds of $198,489,000. From program inception in November 2010 through completion in 2012, the Company issued 3,925,980 common shares at an average price of $127.36 per share for net proceeds of $492,490,000.

        In August 2012, the Company commenced a third continuous equity program ("CEP III"), under which the Company is authorized to sell up to $750,000,000 of shares of its common stock from time to time during a 36-month period. Actual sales will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company's common stock and determinations by the Company of the appropriate sources of funding for the Company. In conjunction with CEP III, the Company engaged sales agents who receive compensation of approximately 1.5% of the gross sales price for shares sold. During the year ended December 31, 2012, the Company sold 729,991 shares at an average sales price of $142.09 per share, for net proceeds of $102,168,000.