Equity

Shareholders' Equity:

During 2013, 2012 and 2011, the Company issued 36,012,313, 18,289,557 and 11,109,760 common shares, respectively, through public offerings and under its direct share purchase plan, raising net proceeds of approximately $399,566, $164,429 and $98,953 respectively. During 2013, the Company implemented an At-The-Market offering program under which the Company may issue up to $100,000 in common shares over the term of this program. The Company issued 3,409,927 common shares under this program during 2013 and generated aggregate gross proceeds of $36,884. The proceeds from these issuances were primarily used for general working capital, to fund investments and retire indebtedness.

The Company had 1,935,400 shares of Series C Cumulative Convertible Preferred Stock (“Series C Preferred”), outstanding at December 31, 2013. The shares have a dividend of $3.25 per share per annum, have a liquidation preference of $96,770, and the Company, if certain common share prices are achieved, can force conversion into common shares of the Company. As of the date of filing this Annual Report, each share is currently convertible into 2.4339 common shares. This conversion ratio may increase over time if the Company's common share dividend exceeds certain quarterly thresholds.

If certain fundamental changes occur, holders may require the Company, in certain circumstances, to repurchase all or part of their shares of Series C Preferred. In addition, upon the occurrence of certain fundamental changes, the Company will, under certain circumstances, increase the conversion rate by a number of additional common shares or, in lieu thereof, may in certain circumstances elect to adjust the conversion rate upon the shares of Series C Preferred becoming convertible into shares of the public acquiring or surviving company.

The Company may, at the Company's option, cause shares of Series C Preferred to be automatically converted into that number of common shares that are issuable at the then prevailing conversion rate. The Company may exercise its conversion right only if, at certain times, the closing price of the Company's common shares equals or exceeds 125% of the then prevailing conversion price of the Series C Preferred.

Investors in shares of Series C Preferred generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters and under certain other circumstances. Upon conversion, the Company may choose to deliver the conversion value to investors in cash, common shares, or a combination of cash and common shares.

During 2013, 2012 and 2011, the Company issued 1,893,409, 643,450 and 609,182 of its common shares, respectively, to certain employees and trustees. Typically, trustee share grants vest immediately. Employee share grants generally vest ratably, on anniversaries of the grant date, however, in certain situations vesting is cliff-based after a specific number of years and/or subject to meeting certain performance criteria (see note 16).

During 2013, 2012 and 2011, the Company repurchased/redeemed and retired the following shares of its preferred stock:



	2013		2012			2011
8.05% Series B Cumulative Redeemable Preferred Stock:
Shares redeemed and retired	—		2,740,874			419,126
Redemption cost (2012)⁽¹⁾/repurchase cost (2011)	$	—	$	69,459		$	10,217
Deemed dividend⁽²⁾	$	—	$	2,346		$	95

6.50% Series C Cumulative Convertible Preferred Stock:
Shares repurchased and retired	—		34,800			125,000
Repurchase cost	$	—	$	1,462		$	5,239
Discount (Deemed negative dividend)⁽²⁾	$	—	$	(229	)	$	(833	)

7.55% Series D Cumulative Redeemable Preferred Stock:
Shares redeemed and retired	6,200,000		—			—
Redemption cost⁽¹⁾	$	155,621	$	—		$	—
Deemed dividend⁽²⁾	$	5,230	$	—		$	—


(1)	Includes accrued and unpaid dividends.


(2)	Represents the difference between the redemption/repurchase cost and historical GAAP cost. Accordingly, net income (loss) was adjusted for the deemed dividends/deemed negative dividends to arrive at net income (loss) attributable to common shareholders.

Accumulated other comprehensive income (loss) as of December 31, 2013 and 2012 represented $4,439 and $(6,224), respectively, of unrealized gain (loss) on interest rate swaps, net.

Changes in Accumulated Other Comprehensive Income (Loss)



	Gains and Losses on Cash Flow Hedges
Balance December 31, 2012	$	(6,224	)
Other comprehensive income before reclassifications	7,559
Amounts of loss reclassified from accumulated other comprehensive loss to interest expense	3,104
Balance December 31, 2013	$	4,439

Noncontrolling Interests:

In conjunction with several of the Company's acquisitions in prior years, sellers were issued OP units as a form of consideration. All OP units, other than OP units owned by the Company, are redeemable for common shares at certain times, at the option of the holders, and are generally not otherwise mandatorily redeemable by the Company. The OP units are classified as a component of permanent equity as the Company has determined that the OP units are not redeemable securities as defined by GAAP. Each OP unit is currently redeemable for approximately 1.13 common shares, subject to future adjustments.

During 2013, 2012 and 2011, 202,241, 257,427 and 398,927 common shares, respectively, were issued by the Company, in connection with OP unit redemptions, for an aggregate value of $1,053, $1,343 and $2,187, respectively.

Prior to the effective date of the LCIF and LCIF II merger (December 30, 2013), there were approximately 3,618,000 OP units outstanding other than OP units owned by the Company (see note 22). All OP units receive distributions in accordance with their respective partnership agreements. To the extent that the Company's dividend per common share is less than the stated distribution per OP unit per the applicable partnership agreement, the distributions per OP unit are reduced by the percentage reduction in the Company's dividend per common share. No OP units have a liquidation preference.

The following discloses the effects of changes in the Company's ownership interests in its noncontrolling interests:



	Net Income (Loss) Attributable to Shareholders and Transfers from Noncontrolling Interests
	2013		2012		2011
Net income (loss) attributable to Lexington Realty Trust shareholders	$	1,630	$	180,316	$	(79,584	)
Transfers from noncontrolling interests:
Increase in additional paid-in-capital for redemption of noncontrolling OP units	1,053		1,343		2,187
Change from net income (loss) attributable to shareholders and transfers from noncontrolling interests	$	2,683	$	181,659	$	(77,397	)