Partners' Capital of the Operating Partnership

9 Months Ended

Sep. 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 September 30, 2018, 85,593,863 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 September 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⁾
Year ended 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	3,479,552	$97.22	15,475,891	$458.9
Third quarter 2018	252,947	$99.75	15,728,838	$433.6


(1)	Reflective of $2.0 billion plan maximum as of September 30, 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 nine months ended September 30, 2018 and 2017, respectively (dollars in thousands):



	Nine Months Ended September 30,
	2018		2017
Shares of common stock issued	1,183		1,771
Dividend reinvestments/stock purchases under the DRSPP	$	64	$	185

Earnings per Share

We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
Numerator	2018			2017			2018			2017
Basic Earnings:
Income attributable to SL Green common stockholders	$	88,209		$	38,869		$	293,531		$	58,442
Less: distributed earnings allocated to participating securities	(125		)	(109		)	(371		)	(330		)
Less: undistributed earnings allocated to participating securities	(33		)	—			(138		)	—
Net income attributable to SL Green common stockholders (numerator for basic earnings per share)	$	88,051		$	38,760		$	293,022		$	58,112
Add back: undistributed earnings allocated to participating securities	33			—			138			—
Add back: distributed earnings allocated to participating securities	125			109			371			330
Add back: Effect of dilutive securities (redemption of units to common shares)	4,797			1,812			15,656			2,707
Income attributable to SL Green common stockholders (numerator for diluted earnings per share)	$	93,006		$	40,681		$	309,187		$	61,149



	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator	2018	2017	2018	2017
Basic Shares:
Weighted average common stock outstanding	85,566	97,783	87,692	99,431
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares	4,643	4,543	4,677	4,570
Stock-based compensation plans	219	244	211	279
Diluted weighted average common stock outstanding	90,428	102,570	92,580	104,280

SL Green has excluded 941,636 and 1,137,971 common stock equivalents from the diluted shares outstanding for the three and nine months ended September 30, 2018, respectively, as they were anti-dilutive. SL Green has excluded 1,175,708 and 1,076,695 common stock equivalents from the diluted shares outstanding for the three and nine months ended September 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 September 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	11,876			6,266			(44		)	18,098
Amounts reclassified from accumulated other comprehensive income	(36		)	(367		)	—			(403		)
Balance at September 30, 2018	$	24,382		$	10,919		$	998		$	36,299

(1)

Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of September 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 $1.8 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 managing general partner of the Operating Partnership and at September 30, 2018 owned 85,593,863 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 September 30, 2018, limited partners other than SL Green owned 5.10%, or 4,600,521 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 nine months ended September 30, 2018 and 2017, respectively, are computed as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
Numerator	2018			2017			2018			2017
Basic Earnings:
Income attributable to SLGOP common unitholders	$	93,006		$	40,681		$	309,187		$	61,149
Less: distributed earnings allocated to participating securities	(125		)	(109		)	(371		)	(330		)
Less: undistributed earnings allocated to participating securities	(33		)	—			(138		)	—
Net Income attributable to SLGOP common unitholders (numerator for basic earnings per unit)	$	92,848		$	40,572		$	308,678		$	60,819
Add back: undistributed earnings allocated to participating securities	33			—			138			—
Add back: distributed earnings allocated to participating securities	125			109			371			330
Income attributable to SLGOP common unitholders (numerator for diluted earnings per unit)	$	93,006		$	40,681		$	309,187		$	61,149



	Three Months Ended September 30,		Nine Months Ended September 30,
Denominator	2018	2017	2018	2017
Basic units:
Weighted average common units outstanding	90,209	102,326	92,369	104,001
Effect of Dilutive Securities:
Stock-based compensation plans	219	244	211	279
Diluted weighted average common units outstanding	90,428	102,570	92,580	104,280

The Operating Partnership has excluded 941,636 and 1,137,971 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2018, respectively, as they were anti-dilutive. The Operating Partnership has excluded 1,175,708 and 1,076,695 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2017, respectively, as they were anti-dilutive.