8. Partners’ Capital

We have issued general partnership units and limited partnership units and preferred general partnership units. The general partnership units resulted from capital contributions from the Company. The limited partnership units are issued in conjunction with the acquisition of certain properties (see discussion below). Subject to certain lock-up periods, holders of limited partner Units of the Operating Partnership can redeem their Units by providing written notification to the General Partner of the Operating Partnership. Unless the General Partner provides notice of a redemption restriction to the holder, redemption must be made within seven business days after receipt of the holder’s notice. The redemption can be effectuated, as determined by the General Partner, either by exchanging the Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of such shares. Prior requests for redemption have generally been fulfilled with shares of common stock of the Company, and we intend to continue this practice. If each Unit of the Operating Partnership were redeemed as of December 31, 2013, we could satisfy our redemption obligations by making an aggregate cash payment of approximately $80,223 or by issuing 4,597,313 shares of the Company’s common stock. The preferred general partnership units result from preferred capital contributions from the Company. The preferred general partnership units had an aggregate liquidation priority of $75,000 and $225,000 as of December 31, 2013 and 2012, respectively. We are required to make all required distributions on the preferred general partnership units prior to any distribution of cash or assets to the holders of the Units. The consent of the holder of the limited partnership units is required to alter such holder’s rights as to allocations and distributions, to alter or modify such holder’s rights with respect to redemption, to cause the early termination of the Consolidated Operating Partnership, or to amend the provisions of the partnership agreement which requires such consent.

Preferred Contributions:

On May 27, 2004, the Company issued 50,000 Depositary Shares, each representing 1/100th of a share of the Company’s 6.236%, Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series F Preferred Stock"), at an initial offering price of $1,000.00 per Depositary Share. The net proceeds from the issuance of the Series F Preferred Stock were contributed to us in exchange for 6.236% Series F Cumulative Preferred Units (the "Series F Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. Dividends on the Series F Preferred Stock are cumulative from the date of initial issuance and are payable quarterly in arrears. The coupon rate of the Series F Preferred Stock resets every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3-month LIBOR. For the fourth quarter of 2013, the coupon rate was 6.065%. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series F Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series G Preferred Stock (hereinafter defined). The Series F Preferred Stock is redeemable for cash at the Company's option, in whole or in part, at a redemption price of $1,000.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series F Preferred Units have no stated maturity and are not convertible into any other securities of the Company. In October 2008, we entered into an interest rate swap agreement to mitigate our exposure to floating interest rates related to the forecasted reset rate of the coupon rate of the Series F Preferred Stock, which matured on October 1, 2013 (see Note 16). On February 3, 2014, the Company called for the redemption of the Series F Preferred Stock (see Note 19).

On May 27, 2004, the Company issued 25,000 Depositary Shares, each representing 1/100th of a share of the Company’s 7.236%, Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series G Preferred Stock"), at an initial offering price of $1,000.00 per Depositary Share. The net proceeds from the issuance of the Series G Preferred Stock were contributed to us in exchange for 7.236% Series G Cumulative Preferred Units (the "Series G Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. Dividends on the Series G Preferred Stock are cumulative from the date of initial issuance and are payable semi-annually in arrears for the period from the date of original issuance of the Series G Preferred Stock through March 31, 2014 (the "Series G Initial Fixed Rate Period"), commencing on September 30, 2004, at a rate of 7.236% per annum of the liquidation preference (the "Series G Initial Distribution Rate") (equivalent to $72.36 per Depositary Share). On or after March 31, 2014, the Series G Initial Distribution Rate is subject to reset, at the Company’s option, subject to certain conditions and parameters, at fixed or floating rates and periods. Fixed rates and periods will be determined through a remarketing procedure. Floating rates during floating rate periods will equal 2.500% (the initial credit spread), plus the greater of (i) the 3-month LIBOR, (ii) the 10 year Treasury CMT Rate, and (iii) the 30 year Treasury CMT Rate, reseting quarterly. Dividends on the Series G Preferred Stock are payable quarterly in arrears for floating rate periods. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series G Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series F Preferred Stock. On or after March 31, 2014, the Series G Preferred Stock is redeemable for cash at the Company's option, in whole or in part, at a redemption price of $1,000.00 per Depositary Share, or $25,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series G Preferred Units have no stated maturity and are not convertible into any other securities of the Company. On February 3, 2014, the Company called for the redemption of the Series G Preferred Stock (see Note 19).

On January 13, 2006, the Company issued 6,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company’s 7.25%, Series J Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series J Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The net proceeds from the issuance of the Series J Preferred Stock were contributed to us in exchange for 7.25% Series J Cumulative Preferred Units (the "Series J Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. The Series J Preferred Stock is redeemable for cash at the Company's option, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $150,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On December 21, 2012, the Company redeemed 2,000,000 Depositary Shares of the Series J Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated fourth quarter dividend of $0.407812 per Depositary Share, totaling $816. An equivalent number of Series J Preferred Units were redeemed on December 21, 2012 as well. One-third of the initial offering costs associated with the issuance of the Series J Preferred Units, as well as costs associated with the partial redemption, totaled $1,804 and are reflected as a deduction from net loss in determining earnings per unit for the year ended December 31, 2012. The remaining 4,000,000 Depositary Shares of the Series J Preferred Stock were redeemed on April 11, 2013, at a redemption price of $25.00 per Depositary Share, and the Company paid a pro-rated second quarter dividend of $0.055382 per Depositary Share, totaling $221. An equivalent number of Series J Preferred Units were redeemed on April 11, 2013 as well. The remaining initial offering costs associated with the issuance of the Series J Preferred Units, as well as costs associated with the redemption, totaled $3,546 and are reflected as a deduction from net income in determining earnings per unit for the year ended December 31, 2013.

On August 21, 2006, the Company issued 2,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company’s 7.25%, Series K Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series K Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The net proceeds from the issuance of the Series K Preferred Stock were contributed to us in exchange for 7.25% Series K Cumulative Preferred Units (the "Series K Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. The Series K Preferred Stock is redeemable for cash at the Company's option, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On July 18, 2013, the Company fully redeemed the Series K Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated third quarter dividend of $0.090625 per Depositary Share, totaling $181. An equivalent number of Series K Preferred Units were redeemed on July 18, 2013 as well. The initial offering costs associated with the issuance of the Series K Preferred Units, as well as costs associated with the redemption, totaled $2,121 and are reflected as a deduction from net income in determining earnings per share for the year ended December 31, 2013.

The Company has 10,000,000 shares of preferred stock authorized. All series of preferred stock have no stated maturity (although the Company may redeem all such preferred stock on or following their optional redemption dates at its option, in whole or in part).

The following table summarizes the preferred units outstanding at December 31, 2013 and 2012:



	Year Ended 2013			Year Ended 2012
	Units Outstanding	Liquidation Preference		Units Outstanding	Liquidation Preference
Series F Preferred Units	500	$	50,000	500	$	50,000
Series G Preferred Units	250	$	25,000	250	$	25,000
Series J Preferred Units	N/A	N/A		400	$	100,000
Series K Preferred Units	N/A	N/A		200	$	50,000

Unit Contributions

For the years ended December 31, 2013, 2012 and 2011, 105,028, 535,026, and 125,784 limited partnership units, respectively, were converted into an equivalent number of general partnership units, resulting in a reclassification of $996, $4,763 and $1,109, respectively, between Limited Partners Units and General Partner Units.

During the years ended December 31, 2013, 2012 and 2011, the Company issued 8,400,000, 9,400,000 and 17,300,000 shares of the Company’s common stock in an underwritten public offering. Net proceeds to the Company for the years ended December 31, 2013, 2012 and 2011, were $132,050, $116,715 and $201,150, respectively. The proceeds were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution.

On February 28, 2011, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 10,000,000 shares of the Company’s common stock, for up to $100,000 aggregate gross sale proceeds, from time to time in "at-the-market" offerings (the "2011 ATM"). During the year ended December 31, 2011, the Company issued 115,856 shares of the Company’s common stock under the 2011 ATM resulting in net proceeds to the Company of $1,391. These net proceeds were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution. On February 29, 2012, we terminated the 2011 ATM in preparation for the commencement of the 2012 ATM (defined hereafter).

On March 1, 2012, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 12,500,000 shares of the Company’s common stock, for up to $125,000 aggregate gross sale proceeds, from time to time in "at-the-market" offerings (the "2012 ATM"). During the years ended December 31, 2013 and 2012, the Company issued 2,315,704 and 1,532,598 shares, respectively, of the Company’s common stock under the 2012 ATM resulting in net proceeds to the Company of $41,735 and $18,063. These net proceeds were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution.

Under the terms of the ATMs, sales are to be made primarily in transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or by privately negotiated transactions.

The following table is a roll-forward of the General Partnership and Limited Partnership Units outstanding, including unvested general partner restricted units (see Note 15), for the three years ended December 31, 2013:



	General Partnership and Limited Partnership Units Outstanding
Balance at December 31, 2010	74,204,447
Issuance of General Partner Units	17,646,586
Issuance of General Partner Restricted Units	292,339
Repurchase and Retirement of Restricted Units	(98,603	)
Balance at December 31, 2011	92,044,769
Issuance of General Partner Units	11,085,905
Issuance of General Partner Restricted Units	565,137
Repurchase and Retirement of Restricted Units	(225,557	)
Balance at December 31, 2012	103,470,254
Issuance of General Partner Units	10,853,693
Issuance of General Partner Restricted Units	284,461
Repurchase and Retirement of Restricted Units	(30,245	)
Balance at December 31, 2013	114,578,163

Distributions

The coupon rate of our Series F Preferred Units resets every quarter at 2.375% plus the greater of (i) the 30 year Treasury CMT Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3-month LIBOR. For the fourth quarter of 2013, the coupon rate was 6.065%. See Note 16 for additional derivative information related to the Series F Preferred Units coupon rate reset.

The following table summarizes distributions accrued during the past three years:



	2013		2012		2011
	Total Distribution *		Total Distribution *		Total Distribution
General Partner/Limited Partner Units	$	38,862	$	—	$	—
Series F Preferred Units	$	2,896	$	2,728	$	3,256
Series G Preferred Units	$	1,809	$	1,809	$	1,809
Series J Preferred Units	$	2,034	$	10,785	$	10,875
Series K Preferred Units	$	1,994	$	3,625	$	3,625

________________________


*	The second quarter 2013 and fourth quarter 2012 distribution related to the redeemed Series J Preferred Units was pro-rated as discussed in the "Preferred Contributions" section. The third quarter 2013 distribution related to the redeemed Series K Preferred Units was pro-rated as discussed in the "Preferred Contributions" section.