7. 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, 2014, we could satisfy our redemption obligations by making an aggregate cash payment of approximately $89,943 or by issuing 4,374,637 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 $0 and $75,000 as of December 31, 2014 and 2013, respectively. We were 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. The Series F Preferred Stock was 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. On March 6, 2014, the Company fully redeemed the Series F Preferred Stock, at a redemption price of $1,000.00 per Depositary Share, and paid a pro-rated first quarter dividend of $11.3299 per Depositary Share, totaling $566. An equivalent number of Series F Preferred Units were redeemed on March 6, 2014 as well. The initial offering costs associated with the issuance of the Series F Preferred Units, as well as costs associated with the redemption, totaled $949 and are reflected as a deduction from net income in determining earnings per unit for the year ended December 31, 2014.

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. The Series G Preferred Stock was 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. On March 31, 2014, the Company fully redeemed the Series G Preferred Stock, at a redemption price of $1,000.00 per Depositary Share, and paid a semi-annual dividend of $36.18 per depositary share, totaling $905. An equivalent number of Series G Preferred Units were redeemed on March 31, 2014 as well. The initial offering costs associated with the issuance of the Series G Preferred Units, as well as costs associated with the redemption, totaled $513 and are reflected as a deduction from net income in determining earnings per unit for the year ended December 31, 2014.

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 was 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 was 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 unit for the year ended December 31, 2013.

The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2014, no preferred Units were outstanding. The following table summarizes the preferred Units outstanding at December 31, 2013:

Unit Contributions

For the years ended December 31, 2014, 2013 and 2012, 222,676, 105,028, and 535,026 limited partnership Units, respectively, were converted into an equivalent number of general partnership Units, resulting in a reclassification of $2,155, $996 and $4,763, respectively, between Limited Partners Units and General Partner Units.

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

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. On March 12, 2014, the 2012 ATM was terminated in preparation for the commencement of the 2014 ATM (defined hereafter).

On March 13, 2014, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 13,300,000 shares of the Company's common stock, for up to $200,000 aggregate gross sales proceeds, from time to time in "at-the-market" offerings (the "2014 ATM"). During the year ended December 31, 2014, the Company issued no shares of common stock under the 2014 ATM. Under the terms of the 2014 ATM, 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 13), for the three years ended December 31, 2014:



	General Partnership and Limited Partnership Units Outstanding
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
Issuance of General Partner Units	219,695
Issuance of General Partner Restricted Units	319,055
Repurchase and Retirement of Restricted Units	(141,410	)
Balance at December 31, 2014	114,975,503

Distributions

The coupon rate of our Series F Preferred Units reset 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 period January 1, 2014 through March 6, 2014 (the redemption date), the coupon rate was 6.275%.

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



	2014 Total Distribution*		2013 Total Distribution *		2012 Total Distribution *
General Partner/Limited Partner Units	$	47,263	$	38,862	$	—
Series F Preferred Units	$	566	$	2,896	$	2,728
Series G Preferred Units	$	453	$	1,809	$	1,809
Series J Preferred Units	N/A		$	2,034	$	10,785
Series K Preferred Units	N/A		$	1,994	$	3,625

________________________


*	See the "Preferred Contributions" section for the redemptions and discussion of pro-rated dividends for all series of preferred stock occurring during the years ended December 31, 2014, 2013 and 2012.

Units
Outstanding

Liquidation
Preference

Series F Preferred Units

Series G Preferred Units