Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Shareholders' Equity [Abstract]

Shareholders' Equity

8.Shareholders’ Equity

Preferred Shares

At December  31, 2013 and 2012, we had the following series of Cumulative Preferred Shares (“Preferred Shares”) outstanding:

			At December 31, 2013			At December 31, 2012
Series	Earliest Redemption Date	Dividend Rate	Shares Outstanding	Liquidation Preference		Shares Outstanding	Liquidation Preference
			(Dollar amounts in thousands)
Series O	4/15/2015	6.875%	5,800	$	145,000	5,800	$	145,000
Series P	10/7/2015	6.500%	5,000		125,000	5,000		125,000
Series Q	4/14/2016	6.500%	15,000		375,000	15,000		375,000
Series R	7/26/2016	6.350%	19,500		487,500	19,500		487,500
Series S	1/12/2017	5.900%	18,400		460,000	18,400		460,000
Series T	3/13/2017	5.750%	18,500		462,500	18,500		462,500
Series U	6/15/2017	5.625%	11,500		287,500	11,500		287,500
Series V	9/20/2017	5.375%	19,800		495,000	19,800		495,000
Series W	1/16/2018	5.200%	20,000		500,000	-		-
Series X	3/13/2018	5.200%	9,000		225,000	-		-
Total Preferred Shares			142,500	$	3,562,500	113,500	$	2,837,500

The holders of our Preferred Shares have general preference rights with respect to liquidation, quarterly distributions and any accumulated unpaid distributions.  Except under certain conditions and as noted below, holders of the Preferred Shares will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional members to serve on our Board of Trustees until the arrearage has been cured.  At December  31, 2013, there were no dividends in arrears.

Except under certain conditions relating to the Company’s qualification as a REIT, the Preferred Shares are not redeemable prior to the dates indicated on the table above.  On or after the respective dates, each of the series of Preferred Shares is redeemable at our option, in whole or in part, at $25.00 per depositary share, plus accrued and unpaid dividends.  Holders of the Preferred Shares cannot require us to redeem such shares.

Upon issuance of our Preferred Shares, we classify the liquidation value as preferred equity on our balance sheet with any issuance costs recorded as a reduction to paid-in capital.

During 2013, we issued an aggregate 29.0 million depositary shares, each representing 1/1,000 of a share of our Series W and Series X Preferred Shares, at an issuance price of $25.00 per depositary share, for a total of $725.0 million in gross proceeds, and we incurred $23.3 million in issuance costs. 

During 2012, we issued an aggregate 68.2 million depositary shares, each representing 1/1,000 of a share of our Series S, Series T, Series U, and Series V Preferred Shares, at an issuance price of $25.00 per depositary share, for a total of $1.7 billion in gross proceeds, and we incurred $53.5 million in issuance costs. 

In 2012, we redeemed our Series A, Series C, Series D, Series E, Series F, Series L, Series M, Series N, Series W, Series X, Series Y and Series Z Preferred Shares, at par.  The aggregate redemption amount, before payment of accrued dividends, was $2.0 billion. 

During 2011, we issued an aggregate 34.5 million depositary shares, each representing 1/1,000 of a share of our Series Q and Series R Preferred Shares, at an issuance price of $25.00 per depositary share, for a total of $862.5 million in gross proceeds, and we incurred $26.9 million in issuance costs. 

In 2011, we redeemed our Series G, Series I and Series K Preferred Shares, at par.  The aggregate redemption amount, before payment of accrued dividends, was $1.1 billion.

We recorded $61.7 million and $35.6 million in EITF D-42 allocations of income from our common shareholders to the holders of our Preferred Shares in 2012 and 2011, respectively, (none in 2013).

Common Shares

During 2013, 2012 and 2011, activity with respect to the issuance or repurchase of our common shares was as follows (amounts in thousands):

	2013				2012				2011
		Shares		Amount		Shares		Amount		Shares		Amount
Employee stock-based compensation and exercise of stock options (Note 10)		388,005	$	21,111		437,081	$	23,185		508,058	$	26,416
Issuance of commons shares in connection with acquisition of Permanent Noncontrolling Interest (Note 7)		-		-		-		-		477,928		57,108
Issuance of commons shares for cash		-		-		712,400		101,262		-		-
		388,005	$	21,111		1,149,481	$	124,447		985,986	$	83,524

Our Board of Trustees previously authorized the repurchase from time to time of up to 35.0 million of our common shares on the open market or in privately negotiated transactions.  Through December 31, 2013, we repurchased approximately 23.7 million shares pursuant to this authorization; none of which were repurchased during the three years ended December 31, 2013.

In December 2012, we sold 712,400 of our common shares for aggregate proceeds of approximately $101.3 million in cash. 

At December 31, 2013 and 2012, we had 2,810,540 and 2,896,157, respectively, of common shares reserved in connection with our share-based incentive plans (see Note 10), and 231,978 shares reserved for the conversion of Convertible Partnership Units.

The unaudited characterization of dividends for Federal income tax purposes is made based upon earnings and profits of the Company, as defined by the Internal Revenue Code.  Common share dividends including amounts paid to our restricted share unitholders totaled $887.1 million ($5.15 per share), $753.9 million ($4.40 per share) and $621.4 million ($3.65 per share), for the years ended December 31, 2013, 2012 and 2011, respectively.  Preferred share dividends totaled $204.3 million, $205.2 million and $224.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

For the tax year ended December 31, 2013, distributions for the common shares and all the various series of preferred shares were classified as follows:

	2013 (unaudited)
		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
Ordinary Income		100.00	%	100.00	%	99.83	%	99.95	%
Long-Term Capital Gain		0.00	%	0.00	%	0.17	%	0.05	%
Total		100.00	%	100.00	%	100.00	%	100.00	%

The ordinary income dividends distributed for the tax year ended December 31, 2013 do not constitute qualified dividend income.