Hudson Pacific Properties, Inc. is a real estate investment trust, or REIT, and the sole general partner of our operating partnership. As of December 31, ~~2019,~~2020, Hudson Pacific Properties, Inc. owned approximately ~~99.0%~~98.6% of the ownership interest in our operating partnership (including unvested restricted units). The remaining approximately ~~1.0%~~1.4% interest was owned by certain of our executive officers and directors, certain of their affiliates and other outside investors, including unvested operating partnership performance units. As the sole general partner of our operating partnership, Hudson Pacific Properties, Inc. has the full, exclusive and complete responsibility for our operating partnership’s day-to-day management and control.

We believe combining the annual reports on Form 10-K of Hudson Pacific Properties, Inc. and the operating partnership into this single report results in the following benefits:

There are a few differences between our Company and our operating partnership, which are reflected in the disclosures in this report. We believe it is important to understand the differences between our Company and our operating partnership in the context of how we operate as an interrelated, consolidated company. Hudson Pacific Properties, Inc. is a REIT, the only material assets of which are the units of partnership interest in our operating partnership. As a result, Hudson Pacific Properties, Inc. does not conduct business itself, other than acting as the sole general partner of our operating partnership, issuing equity from time to time and guaranteeing certain debt of our operating partnership. Hudson Pacific Properties, Inc. itself does not issue any indebtedness but guarantees some of the debt of our operating partnership. Our operating partnership, which is structured as a partnership with no publicly traded equity, holds substantially all of the assets of our Company and conducts substantially all of our business. Except for net proceeds from equity issuances by Hudson Pacific Properties, Inc., which are generally contributed to our operating partnership in exchange for units of partnership interest in our operating partnership, our operating partnership generates the capital required by our Company’s business through its operations, its incurrence of indebtedness or through the issuance of units of partnership interest in our operating partnership.

Non-controlling interest, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of our Company and those of our operating partnership. The common units in our operating partnership are accounted for as partners’ capital in our operating partnership’s consolidated financial statements and, to the extent not held by our Company, as a non-controlling interest in our Company’s consolidated financial statements. The differences between stockholders’ equity, partners’ capital and non-controlling interest result from the differences in the equity issued by our Company and our operating partnership.

To help investors understand the significant differences between our Company and our operating partnership, this report presents the consolidated financial statements separately for our Company and our operating partnership. All other sections of this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” are presented together for our Company and our operating partnership.

In order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that our Company and our operating partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, or the Exchange Act and 18 U.S.C. §1350, this report also includes separate Part II, Item 9A “Controls and Procedures” sections and separate Exhibit 31 and 32 certifications for each of Hudson Pacific Properties, Inc. and our operating partnership.

Certain written and oral statements made or incorporated by reference from time to time by us or our representatives in this Annual Report on Form 10-K, other filings or reports filed with the SEC, press releases, conferences, or otherwise, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, as amended, and Section 21E of the Exchange Act). In particular, statements relating to our liquidity and capital resources, portfolio performance and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including anticipated funds from operations, or FFO, market conditions and demographics) are forward-looking statements. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any such forward-looking statements. We caution investors that any forward-looking statements presented in this Annual Report on Form 10-K, or that management may make orally or in writing from time to time, are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, liquidity or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

Set forth below are some (but not all) of the factors that could adversely affect our business and financial performance. Moreover, we operate in a highly competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

We are a vertically integrated real estate company focused on acquiring, repositioning, developing and operating high-quality office and state-of-the-art studio properties in high-growth, high-barrier-to-entry submarkets throughout Northern and Southern California, the Pacific Northwest and Western Canada. We invest across the risk-return spectrum, favoring opportunities where we can employ leasing, capital investment and management expertise to create additional value. As of December 31, ~~2019,~~2020, our portfolio included office properties, comprising an aggregate of approximately ~~14.9~~15.6 million square feet, and studio properties, comprising approximately 1.2 million square feet of sound-stage, office and supporting production facilities. We also own undeveloped density rights for approximately ~~2.7~~3.2 million square feet of future office and residential space.

We were formed as a Maryland corporation in 2009 to succeed to the business of Hudson Capital, LLC, a Los Angeles-based real estate investment firm founded by Victor J. Coleman, our Chief Executive Officer. On June 29, 2010, we completed our initial public offering (“IPO”). We own our interests in all of our properties and conduct substantially all of our business through our operating partnership, of which we serve as the sole general partner.

This Annual Report on Form 10-K includes financial measures that are not in accordance with generally accepted accounting principles in the United States (“GAAP”), which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company presents the “Company’s share” of certain of these measures, which are non-GAAP financial measures that are calculated as the consolidated amount calculated in accordance with GAAP, plus the Company’s share of the amount from the Company’s unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest), minus the Company’s partners’ share of the amount from the Company’s consolidated joint ventures (calculated based upon the partners’ percentage ownership interests). Management believes that presenting the “Company’s share” of these measures provides useful information to investors regarding the Company’s financial condition and/or results of operations because the Company has several significant joint ventures, and in some cases the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company ~~account~~accounts for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. In other cases, GAAP requires that the Company consolidate the joint venture even though the Company’s partner(s) owns a significant percentage interest. As a result, management believes that presenting the Company’s share of various financial measures in this manner can help investors better understand the Company’s financial condition and/or results of operations after taking into account its true economic interest in these joint ventures.

We invest in Class-A office and studio properties located in high barrier-to-entry, innovation-centric submarkets with significant growth potential. Our positioning within these submarkets allows us to attract and retain quality growth companies as tenants, many in the technology and media and entertainment sectors. The purchase of properties with a value-add component, typically through off-market transactions, also facilitates our growth. These types of assets afford us the opportunity to capture embedded rent growth and occupancy upside, and to strategically invest capital to reposition and redevelop assets to generate additional cash flow. We take a more measured approach to ground-up development, with most under-construction, planned or potential projects located on ancillary sites that are part of existing operating assets. Management expertise across disciplines supports execution at all levels of our operations. In particular, aggressive leasing and proactive asset management, combined with a focus on conservatively managing our balance sheet, are central to our strategy.

As of December 31, ~~2019, our~~2020, the 15 largest tenants in our office portfolio represented approximately 38.6% of the Company’s share of total annualized base rent generated by our office properties. As of December 31, ~~2019,~~2020, our two largest tenants were ~~Netflix,~~Google, Inc. and ~~Google,~~Netflix, Inc., which together accounted for ~~15.2%~~12.8% of the Company’s share of the annualized base rent generated by our office properties.

For further detail regarding major tenants, see Item 2 “Properties—Tenant Diversification.”

We believe the following competitive strengths distinguish us from other real estate owners and operators and will enable us to capitalize on opportunities in the market to successfully expand and operate our portfolio.

We have access to and are actively pursuing a pipeline of potential acquisitions consistent with our investment strategy. We believe our significant expertise in operating in the Northern and Southern California, the Pacific Northwest and Western Canada office sectors and extensive, long-term relationships with real estate owners, developers and lenders, coupled with our conservative capital structure and access to capital, will allow us to capitalize on current market opportunities.

We compete with a number of developers, owners and operators of office and commercial real estate, many of which own properties similar to ours in the same markets in which our properties are located and some of which have greater financial resources than we do. In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates, security, flexibility and expertise to design space to meet prospective tenants’ needs and the manner in which our properties are operated, maintained and marketed. As leases at our properties expire, we may encounter significant competition to renew or re-let space in light of competing properties within the markets in which we operate. As a result, we may be required to provide rent concessions or abatements, incur charges for tenant improvements and other inducements, including early termination rights or below-market renewal options, or we may not be able to timely lease vacant space. In that case, our financial condition, results of operations and cash flows may be adversely affected.

We also face competition when pursuing acquisition and disposition opportunities. Our competitors may be able to pay higher property acquisition prices, may have private access to acquisition opportunities not available to us and may otherwise be in a better position to acquire a property. Competition may also increase the price required to consummate an acquisition opportunity and generally reduce the demand for commercial office space in our markets. Likewise, competition with sellers of similar properties to locate suitable purchasers may result in us receiving lower proceeds from a sale or in us not being able to dispose of a property at a time of our choosing due to the lack of an acceptable return.

For further discussion of the potential impact of competitive conditions on our business, see Item 1A “Risk Factors.”

Our principal executive offices are located at 11601 Wilshire Blvd., Ninth Floor, Los Angeles, California 90025 and our telephone number is (310) 445-5700. We believe that our current facilities are adequate for our present operations.

Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that each of the properties in our portfolio have the necessary permits and approvals to operate its business.

Our properties located in the United States must comply with Title III of the Americans with Disabilities Act (“ADA”) to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We have developed and undertaken continuous capital improvement programs at various properties, some of which have included ADA-related modifications. As capital improvement programs progress, certain ADA upgrades will continue to be integrated into the planned improvements, specifically at the studio properties where we are able to utilize in-house construction crews to minimize costs for required ADA-related improvements. However, some of our properties may currently be in noncompliance with the ADA. Such noncompliance could result in the incurrence of additional costs to attain compliance, the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.

Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under, or migrating from such property, including costs to investigate and clean up such contamination and liability for natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines, or other costs could exceed the value of the property and/or our aggregate assets. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal or property damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which the property may be used or businesses may be operated, and these restrictions may require substantial expenditures.

Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties were used in the past for commercial or industrial purposes, or are currently used for commercial purposes, that involve or involved the use of petroleum products or other hazardous or toxic substances, or are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. As a result, some of our properties have been or may be impacted by contamination arising from the release of such hazardous substances or petroleum products. Where we have deemed appropriate, we have taken steps to address identified contamination or mitigate risks associated with such contamination; however, we are unable to ensure that further actions will not be necessary. As a result of the foregoing, we could potentially incur material liabilities.

Independent environmental consultants have conducted Phase I Environmental Site Assessments at all of our properties located in the United States using the American Society for Testing and Materials (“ASTM”) Practice E 1527-05. A Phase I Environmental Site Assessment is a report prepared for real estate holdings that identifies potential or existing environmental contamination liabilities. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or asbestos or lead surveys. None of the recent site assessments identified any known past or present contamination that we believe would have a material adverse effect on our business, assets or operations. However, the assessments are limited in scope and may have failed to identify all environmental conditions or concerns. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability.

Environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials (“ACBM”) or lead-based paint (“LBP”) and may impose fines and penalties for failure to comply with these requirements or expose us to third party liability (e.g., liability for personal injury associated with exposure to asbestos). Such laws require that owners or operators of buildings containing ACBM and LBP (and employers in such buildings) properly manage and maintain the asbestos and lead, adequately notify or train those who may come into contact with asbestos or lead, and undertake special precautions, including removal or other abatement, if asbestos or lead would be disturbed during renovation or demolition of a building. Some of our properties contain ACBM and/or LBP and we could be liable for such damages, fines or penalties.

In addition, the properties in our portfolio also are subject to various federal, state and local environmental and health and safety requirements, such as state and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and waste as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential liability for noncompliance. We sometimes require our tenants to comply with environmental and health and safety laws and regulations and to indemnify us for any related liabilities. But in the event of the bankruptcy or inability of any of our tenants to satisfy such obligations, we may be required to satisfy such obligations. In addition, we may be held directly liable for any such damages or claims regardless of whether we knew of, or were responsible for, the presence or disposal of hazardous or toxic substances or waste and irrespective of tenant lease provisions. The costs associated with such liability could be substantial and could have a material adverse effect on us.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties.

We ~~believe we have~~are committed to leadership in sustainability—whether designing a ~~responsibility to minimize the~~new property, reimagining a dated building, or managing our existing portfolio. Our sustainability initiatives focus specifically on carbon and energy ~~carbon, water~~ and waste ~~impacts~~and water. In 2020, we met our goal to achieve net zero carbon across operations and achieved this five years ahead of ~~our business and recognize that these impacts occur not just~~schedule, making us one of the first large real estate organizations in the ~~daily operations of our portfolio but also through our entire value chain. As a result,~~world to go fully carbon neutral. While we ~~strive~~continue to reduce ~~environmental impacts across~~our energy use through innovative, tech-enabled solutions, we are also focused on reducing the ~~full life cycle of~~carbon embodied in our ~~buildings~~building materials like steel and concrete and achieving our ~~corporate operations.~~goal to be net zero waste by 2025.

We aim to set our properties apart by providing safe environments that promote wellness and resilience for our employees, tenants and neighbors. Our healthy buildings initiatives focus specifically on Building Design and Operations and Community Engagement. We are a Fitwel Champion, committed to the healthy building principles outlined in Fitwel’s evidence-based certification framework developed in partnership with the U.S. Centers for Disease Control, and we were one of the first major North American landlords to achieve portfolio-wide certification under Fitwel’s Viral Response Module (“VRM”). We also have developed a comprehensive Healthy Building Checklist, which our entire in-service office portfolio will meet by 2025.

We ~~know that the first step in hiring and retaining the best talent is~~seek to create ~~safe~~ and ~~inspiring workplaces where people feel valued.~~cultivate communities that champion diversity and inclusivity and afford ample opportunity for everyone to succeed. Our equity and inclusion initiatives focus specifically on workplace opportunity and homelessness and housing. We offer a highly competitive approach to compensation, benefits, workplace and ~~benefits~~culture, and we have an established diversity, equity and inclusion (“DEI”) program focused both internally and externally. Our employees are actively engaged in their communities, and as a company we are committed to ~~all~~donating at least 1% of net earnings annually to charitable causes.

In alignment with our Company values, we believe people are our greatest asset and ~~create spirited work environments~~we embrace a recruitment process that ~~reward innovation~~strives to attract top-tier, diverse talent. Through a series of behavioral-based interviews, Company recruiters assess candidates for skills, competencies and ~~collaboration.~~ cultural fit. The hiring team comprises a recruiter, hiring manager and other peers or stakeholders to ensure a collaborative process.

We ~~also aim to foster both personal and professional growth for~~value employees at all levels of the ~~organization.~~

Upon joining the Company, our ~~communities: We have~~employees from all regions attend Hudson U, a ~~long history of providing meaningful support~~two-day orientation program that is a fun, interactive way for new hires to get to know the Company, its strategy, values and leadership. Senior executives speak candidly about the Company and their roles.

In addition to traditional employee development programs like annual performance reviews and role-specific training programs, we offer individualized curriculums through an online platform at no cost to the ~~communities in~~employees, interactive leadership development programs for junior and mid-career/senior team members and off-site team retreats that foster team-building and skills training. The Company regularly honors top performers, and generous Company policies encourage work/life balance through paid time off, subsidized gym memberships, fitness programs and events and healthy dining options.

We are a pay-for-performance organization, which ~~we operate. Our philanthropic~~means that compensation decisions are made based on individual, team/department, and overall company performance. This includes consideration of contributions and accomplishments as well as how these were achieved (values, skills and competencies). The objective is to emphasize corporate goals and individual contributions to the achievement of those goals for the year.

We award merit salary increases as recognition for the past year’s performance, sustained contributions and/or the attainment of new skills. Discretionary bonuses are designed to reward employees for fulfilling their responsibilities, delivering superior results and making significant contributions. Discretionary performance bonus amounts are based on job level and should be dependent on the nature and significance of the employee’s contribution and accomplishment.

We offer competitive compensation and benefits, including, but not limited to, retirement savings plans and medical, dental and vision coverage. We offer multiple flexible spending accounts, an employee referral bonus program ~~Hudson Helps, provides grants to leading non-profit organizations, primarily in the areas of housing~~ and ~~shelter, health~~a comprehensive charitable giving program with matching donations and wellness, equity and inclusion, and the environment. We also provide extensive charitable support to key industry and professional organizations. Finally, we provide a matching donation program that encourages our employees to support the causes most important to them, host frequent volunteer opportunities throughout our regions, and provide each employee with 32 hours of paid time off each year for ~~volunteering each year.~~volunteering. We have generous policies to encourage work/life balance, including paid holiday, vacation and sick time as well as an employee assistance program that offers confidential assistance 24 hours a day, 365 days a year to assist with personal and work-related problems.

At December 31, 2020, we had 375 employees, of which six were subject to collective bargaining agreements. Each of the six employees are on-site at the Sunset Bronson Studios property. We ~~view good governance as essential to creating and preserving value for~~believe that relations with our shareholders and other stakeholders. This includes compliance with all applicable laws, rules, regulations and policies as well as unwavering adherence to our values. We have an effective and highly skilled Board of Directors with five committees: Audit, Compensation, Nominating and Corporate Governance, Investment and Sustainability. We promote board independence and embrace board diversity in all its facets, including skills, experience, gender, ethnicity and race.employees are good.

~~Certain written~~The following section sets forth material factors that may adversely affect our business and ~~oral statements made or incorporated by reference from time to time by us or our representatives~~financial performance. The following factors, as well as the factors discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors That May Influence Our Operating Results” and other information contained in this Annual Report on Form 10-K, other filings or reports filed with the SEC, press releases, conferences, or otherwise, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forthshould be considered in ~~Section 27A of the Securities Act of 1933, as amended, or the Securities Act, as amended,~~evaluating us and ~~Section 21E of the Exchange Act). In particular, statements relating to~~ our liquidity and capital resources, portfolio performance and results of operations contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including anticipated funds from operations, or FFO, market conditions and demographics) are forward-looking statements. We are including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any such forward-looking statements. We caution investors that any forward-looking statements presented in this Annual Report on Form 10-K, or that management may make orally or in writing from time to time, are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends.business.

Our business is subject to a number of ~~the~~ risks, ~~and uncertainties~~including risks that may ~~cause~~prevent us from achieving our ~~actual results, performance, liquidity~~business objectives or ~~achievements~~may adversely affect our business and financial performance. These risks are discussed more fully below and include, but are not limited to, ~~differ materially from those expressed or implied by forward-looking statements include, among others,~~ the following:

Our properties are located in Northern and Southern California, the Pacific Northwest and Western Canada, which exposes us to greater economic risks than if we owned a more geographically dispersed portfolio. Further, our properties are concentrated in certain areas, including Los Angeles, San Francisco, Silicon Valley, Seattle and Vancouver, exposing us to risks associated with those specific areas. We are susceptible to adverse developments in the economic and regulatory environments of Northern and Southern California, the Pacific Northwest and Western Canada (such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes, costs of complying with governmental regulations or increased regulation), as well as to natural disasters that occur in our markets (such as earthquakes, ~~wind,~~windstorms, landslides, droughts, fires and other events). In addition, the State of California has had historical periods of budgetary constraints and is

We are required to pay property taxes on our properties. These taxes could increase as property tax rates increase or as properties are reassessed by the taxing authorities. For example, under the existing California law commonly referred to as Proposition 13, property tax reassessments generally occur as a result of a “change of ownership” of a property. Because the property tax authorities may take extensive time to determine if there has a been a “change of ownership” or the actual reassessed value of the property, the potential reassessment may not be determined until a period after the transaction has occurred. From time to time, including recently, lawmakers and voters have initiated efforts to repeal or amend Proposition 13, which, if successful, would increase the assessed value or tax rates for our properties in California. Additionally, there is similar legislation being proposed in other state and local jurisdictions in which our properties are located. An increase in the assessed value of our properties, property tax rates, or potential other new taxes could adversely affect our financial condition, cash flows and our ability to pay dividends to our stockholders.

A significant portion of our rental revenue is derived from tenants in the technology and media and entertainment industries. Consequently, we are susceptible to adverse developments affecting the demand by tenants in these industries for office, production and support space in Northern and Southern California, the Pacific Northwest and Western Canada and, more particularly, in Hollywood and the South of Market area of the San Francisco submarket. As we continue our development and potential acquisition activities in markets populated by knowledge-and creative-based tenants in the technology and media and entertainment industries, our tenant mix could become more concentrated, further exposing us to risks in those industries. Any adverse development in the technology and media and entertainment industries could adversely affect our financial condition, results of operations, cash flow and the per share trading price of our securities.

Our business strategy includes the acquisition of underperforming office properties. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. We continue to evaluate the market of available properties and may attempt to acquire properties when strategic opportunities exist. However, we may be unable to acquire any of the properties that we may identify as potential acquisition opportunities in the future. Our ability to acquire properties on favorable terms, or at all, may be exposed to the following significant risks:

If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flow and the per share trading price of our securities could be adversely affected. In addition, failure to identify or complete acquisitions of suitable properties could slow our growth.

Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant risks:

If we cannot operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flow and the per share trading price of our securities could be adversely affected.

In the future we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

In order to maintain our qualification as a REIT, we are required to meet various requirements under the Internal Revenue Code of 1986, as amended, or the Code, including that we distribute annually at least 90% of our ~~net~~REIT taxable income, excluding any net capital gain. In addition, we will be subject to federal corporate income tax to the extent that we distribute less than 100% of our ~~net~~REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

The credit markets can experience significant disruptions. If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure of any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds.

Our unsecured revolving credit facility, registered senior notes, term loan facility and note purchase agreements contain customary negative covenants and other financial and operating covenants that, among other things:

These limitations restrict our ability to engage in some business activities, which could adversely affect our financial condition, results of operations, cash flow, cash available for distributions to our stockholders, and per share trading price of our securities. In addition, failure to meet any of these covenants, including the financial coverage ratios, could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us. Furthermore, our unsecured revolving credit facility and term loan facility contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances.

Properties are selected for repositioning when a portion of the asset is reclassified for purposes of improving its quality and value through investment of significant capital, resulting in substantial down time in occupancy. Properties are selected for redevelopment or development when we believe the result will render a higher economic return. A redevelopment can consist of a range of improvements to a property, and may constitute a complete structural renovation of a building or remodeling select areas to make the property more attractive to tenants. Repositioning, redevelopment and development properties are excluded from our in-service portfolio to maintain consistency in evaluating our performance from period to period. The repositioning, redevelopment and development processes are generally capital-intensive and ~~occurs~~occur over the course of several months or years. Commonly associated with newly-acquired properties, redevelopment efforts may also occur at properties we currently own.

The following table summarizes information regarding the 15 largest tenants in our office portfolio based on Company’s share of annualized base rent as of December 31, ~~2019:~~2020:

Our office portfolio is currently leased to a variety of companies. The following table summarizes information relating to the industry diversification in our office portfolio as of December 31, ~~2019:~~2020:

The following table sets forth information relating to the distribution of leases in our office portfolio, based on net rentable square feet under lease as of December 31, ~~2019:~~2020:

The following table summarizes the lease expirations for leases in place as of December 31, ~~2019,~~2020, including vacancies. Unless otherwise stated in the footnotes, the information set forth in the table assumes that tenants did not exercise any renewal options.

The following table represents 100% share of consolidated and unconsolidated joint ventures, summarizing historical information regarding tenant improvement and leasing commission costs for tenants at our office properties:

Our studio portfolio consists of three properties, comprising an aggregate of 1.2 million square feet located in the heart of Hollywood in Southern California. We define our studio properties as those properties in our portfolio that are primarily used for the physical production of media content, such as television programs, feature films, commercials, music videos and photographs. These properties feature a fully-integrated environment within which our studio-focused tenants can access production, post-production, traditional office component and support facilities that enables them to conduct their business in a collaborative and efficient setting. In addition, we require tenants at our studio properties to use our facilities for items such as lighting, equipment rental, parking, power, HVAC and telecommunications (telephone and internet). Accordingly, our other property-related revenues typically track overall occupancy of our studio properties.

The following table summarizes information relating to each of the studio properties owned as of December 31, ~~2019:~~2020:

The following table summarizes information relating to each of the consolidated and unconsolidated land properties owned as of December 31, ~~2019:~~2020:

From time to time, we are a party to various lawsuits, claims and other legal proceedings arising out of, or incident to, our ordinary course of business. We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or that, individually or in the aggregate, would be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows if determined adversely to us.

As of February 15, ~~2020,~~2021, Hudson Pacific Properties, Inc. had 9095 stockholders of record of our common stock. Hudson Pacific Properties, Inc. common stock has traded on the NYSE under the symbol “HPP” since June 24, 2010.

We intend to pay dividends each taxable year (not including a return of capital for federal income tax purposes) equal to at least 90% of ~~our~~REIT taxable income. We intend to pay regular quarterly dividends to our stockholders. Currently, we pay dividends to our stockholders quarterly in March, June, September and December. Dividends are ~~made~~paid to those stockholders who are stockholders as of the dividend record date. Dividends are paid at the discretion of our board of directors and dividend amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors asthat our board of directors ~~deem~~deems relevant.

During the fourth quarter of ~~2019,~~2020, certain employees surrendered common shares owned by them to satisfy their statutory federal income tax obligation associated with the vesting of restricted common shares of beneficial interest issued under our 2010 Incentive Award Plan.

The following table summarizes all of the repurchases of Hudson Pacific Properties, Inc. equity securities during the fourth quarter of ~~2019:~~2020:

Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.

We intend to make distributions each taxable year. We intend to ~~pay~~make regular quarterly distributions to our unitholders. Currently, we ~~pay~~make distributions to our unitholders quarterly in March, June, September and December. ~~Dividends~~Distributions are ~~paid~~made to those unitholders who are unitholders as of the distribution record date. Distributions are ~~paid~~made at the discretion of our board of directors and distribution amounts depend on our available cash flows, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors asthat our board of directors ~~deem~~deems relevant.

During the fourth quarter of ~~2019,~~2020, our operating partnership issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth ~~below:~~below.

During the fourth quarter of ~~2019,~~2020, the Company issued an aggregate of ~~384,685~~240,679 shares of its common stock in connection with restricted stock awards for no cash consideration, out of which ~~107,843~~88,597 shares of common stock were forfeited to the Company in connection with restricted stock awards for a net issuance of ~~276,842~~152,082 shares of common stock. For each share of common stock issued by the Company in connection with such an award, our operating partnership issued a restricted common unit to the Company as provided in the partnership agreement of our operating ~~partnership’s partnership agreement.~~partnership. During the fourth quarter of ~~2019,~~2020, our operating partnership issued an aggregate of ~~384,685~~240,679 common units to the Company. The operating partnership also issued ~~191,085~~409,225 long-term incentive plan units during the fourth quarter of ~~2019.~~2020.

All other issuances of unregistered equity securities of our operating partnership during the year ended December 31, ~~2019~~2020 have previously been disclosed in filings with the SEC. For all issuances of units to the Company, our operating partnership relied on the Company’s status as a publicly traded NYSE-listed company with approximately ~~$7.47~~$8.35 billion in total consolidated assets and as our operating partnership’s majority owner and sole general partner as the basis for the exemption under Section 4(a)(2) of the Securities Act.

Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.

The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

The following graph shows our cumulative total stockholder return for the five-year period ending on December 31, ~~2019.~~2020. The graph assumes a $100 investment in each of the indices on December 31, ~~2014~~2015 and the reinvestment of all dividends. The graph also shows the cumulative total returns of the Standard & Poor’s 500 Stock Index (“S&P 500”), and industry peer groups. Our stock price performance shown in the following graph is not indicative of future stock price performance.

The following tables summarize consolidated financial and operating data. The financial information has been derived from our historical Consolidated Balance Sheets, Statements of Operations, and Statements of Cash Flows and is adjusted for the impact of subsequent accounting changes that require retrospective applications, if any. We also periodically adopt new accounting standards that may impact the comparability of the information reflected below. The following data should be read in conjunction with our financial statements and the related notes, see Part IV, Item 15(a) and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included below in this report.

The following discussion relates to our consolidated financial statements and should be read in conjunction with the consolidated financial statements and the related notes, see Part IV, Item 15(a) “Exhibits, Financial Statement Schedules.” Statements in this Item 7 contain forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In particular, information concerning projected future occupancy rates, rental rate increases, property development timing and investment amounts contain forward-looking statements. Furthermore, all of the statements regarding future financial performance (including anticipated funds from operations (“FFO”) market conditions and demographics) are forward-looking statements. Numerous factors will affect our actual results, some of which are beyond our control. These include the impact of the COVID-19 pandemic, the breadth and duration of the current economic recession and its impact on our tenants, the strength of commercial and industrial real estate markets, market conditions affecting tenants, competitive market conditions, interest rate levels, volatility in our stock price and capital market conditions. Accordingly, investors should use caution and not place undue reliance on this information, which speaks only as of the date of this report. We expressly disclaim any responsibility to update any forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws to disclose material information.

For a discussion of important risks related to our business, and related to investing in our securities, including risks that could cause actual results and events to differ materially from results and events referred to in the forward-looking statements see Part I, Item 1A “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

Through our interest in Hudson Pacific Properties, L.P. (our operating partnership) and its subsidiaries, at December 31, ~~2019,~~2020, our office portfolio consisted of approximately ~~14.9~~15.6 million square feet of in-service, repositioning, redevelopment and development properties. Additionally, as of December 31, ~~2019,~~2020, our studio portfolio consisted of 1.2 million square feet of in-service and development properties and our land portfolio consisted of ~~2.7~~3.2 million developable square feet.

As of December 31, ~~2019,~~2020, our in-service office portfolio was ~~95.1%~~93.5% leased (including leases not yet commenced). Our same-store studio properties were ~~92.3%~~90.2% leased for the average percent leased for the 12 months ended December 31, ~~2019.~~2020.

The following discussion is intended to provide stockholders with certain information regarding the impact of the COVID-19 pandemic on our business and management’s efforts to respond to that impact. Unless otherwise specified, the statistical and other information regarding our portfolio and tenants are estimates based on information available to us as of February 10, 2021. As a result of the continued uncertainty surrounding this situation, we expect that such statistical and other information will change, potentially significantly, going forward and may not be indicative of the actual impact of the COVID-19 pandemic on our business, operations, cash flows and financial condition for future periods.

We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our tenants and business partners. While we did not incur significant disruptions during the year ended December 31, 2020 from the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The spread of COVID-19 is having a significant impact on the global economy, the U.S. economy, the economies of the local markets throughout the west coast in which our properties are located, and the broader financial markets. The commercial real estate market has come under pressure due to numerous factors, including preventative measures taken by local, state and federal authorities to alleviate the public health crisis such as mandatory business closures, quarantines, restrictions on travel and “shelter-in-place” or “stay-at-home” orders. These containment measures, which generally do not apply to businesses designated as “essential,” are affecting the operations of different categories of our tenancy to varying degrees with, for example, “essential businesses” generally permitted to remain open and operational, storefront retail and restaurants generally limited to take-out and delivery services only, and non-essential businesses generally forced to temporarily close, curtail operations and/or implement work-from-home strategies. There is uncertainty as to the time, date and extent to which these restrictions will be relaxed or lifted, businesses of tenants that have temporarily been disrupted, either voluntarily or by mandate, will resume normal operations or when customers will re-engage

~~During~~We had no dispositions during the year ended December 31, 2019, we sold our Campus Center property, which included the office property and developable land, to two separate and unrelated buyers. The office property and developable land were sold on July 24, 2019 and July 30, 2019, respectively, for $70.3 million and $78.1 million (before credits, prorations, and closing costs), respectively. During the year ended December 31, 2019, we recognized an impairment loss of $52.2 million related to the office property and a gain on sale of $47.1 million related to the developable land. The loss and gain are included in the impairment loss and gains on sale of real estate line items in the Consolidated Statements of Operations, respectively. The Campus Center property was part of our office segment prior to disposition.2020.

On July 30, 2020, funds affiliated with Blackstone Property Partners (“Blackstone”) acquired a 49% interest in our three Hollywood studios and five on-lot or adjacent Class A office properties (collectively, the “Hollywood Media Portfolio”) at a gross portfolio valuation of $1.65 billion, before closing credits, prorations and costs (the “Studio Joint Venture”). The transaction included Sunset Gower, Sunset Bronson and Sunset Las Palmas Studios, as well as 6040 Sunset, ICON, CUE, EPIC and Harlow, along with 1.1 million square feet of development rights associated with Sunset Gower and Sunset Las Palmas Studios. We retained a 51% ownership stake and remain responsible for day-to-day operations, leasing and development, and the joint venture will look to partner on studio acquisitions in Los Angeles and other key markets.

In conjunction with closing the transaction, the joint venture closed a $900.0 million mortgage loan secured by the portfolio. This loan has an initial term of two years from the first payment date, with three one-year extension options, subject to certain requirements. With an initial interest rate of LIBOR plus 2.15% per annum, it bears interest only payable every month during the term of the loan with principal payable at maturity. The loan is non-recourse, except as to customary non-recourse carveout guaranties from us and the Blackstone affiliate.

The combined proceeds from the sale of the 49% interest in the Hollywood Media Portfolio and our share of asset-level financing was approximately $1.27 billion before closing credits, prorations and costs. We used approximately $849.5 million to repay all outstanding amounts under our revolving credit facilities, Met Park North loan and Term Loans B and D, which were originally due in the second and fourth quarter 2022, respectively. The remainder is available for potential future investments and/or share repurchases, and general corporate purposes.

The following table summarizes the properties currently under construction and future developments as of December 31, ~~2019:~~2020:

During the ~~12 months~~year ended December 31, ~~2019,~~2020, the outstanding borrowings on our unsecured revolving credit facility decreased by ~~$325.0~~$75.0 million, net of draws. We use the unsecured revolving credit facility to finance the acquisition of properties, to provide funds for tenant improvements and capital expenditures and to provide for working capital and other corporate purposes. See Part IV, Item 15(a) “Exhibits, Financial Statement Schedules—Note 6 to the Consolidated Financial Statements—Debt” for details on our debt.

On ~~February 27, 2019,~~July 30, 2020, in conjunction with closing the ~~operating partnership completed~~Studio Joint Venture transaction with Blackstone, the joint venture closed a $900.0 million mortgage loan secured by our Hollywood Media Portfolio. This loan has an ~~underwritten public offering~~initial term of ~~$350.0 million in senior notes due April 1, 2029.~~two years from the first payment date, with three one-year extension options, subject to certain requirements. With an initial interest rate of LIBOR plus 2.15% per annum, it bears interest only payable every month during the term of the loan with principal payable at maturity. The ~~notes were issued at 98.663% of par value, with a coupon of 4.65%. We fully~~loan is non-recourse, except as to customary non-recourse carveout guaranties from the Company and ~~unconditionally guaranteed the notes.~~Blackstone. The ~~net~~combined proceeds from sale of the ~~offering, after deducting~~49% interest in the ~~underwriting discount,~~Hollywood Media Portfolio and our share of asset-level financing were approximately ~~$343.0~~$1.27 billion before closing credits, prorations and costs. We used approximately $849.5 million to repay all outstanding amounts under our revolving credit facilities, Met Park North loan and Term Loans B and D, which were originally due in the second and fourth quarter 2022, respectively. The remainder is available for potential future investments and/or share repurchases, and general corporate purposes. The Company and Blackstone also subsequently purchased bonds comprising the loan in the amounts of $107.8 million and ~~were used to repay outstanding borrowings under our unsecured revolving credit facility and $75.0~~$12.5 million, ~~of our five-year term loan due November 17, 2020.~~

On ~~June 14, 2019,~~December 18, 2020, we acquired, through a joint venture with CPPIB, the ~~operating partnership completed an underwritten public offering~~1918 Eighth office property located in Seattle, Washington. We own 55% of ~~$150.0~~the ownership interest in the consolidated joint venture. In conjunction with closing the transaction, the joint venture closed a $314.3 million in senior notes due April 1, 2029. The notes were issued at 104.544% of par value, with a coupon of 4.65%. These notes were issued as additional notes under the indenture, pursuant to which the operating partnership previously issued $350.0 million of 4.65% senior notes due 2029. We fully and unconditionally guaranteed the notes. The net proceeds from the offering, after deducting the underwriting discount and commissions, were approximately $155.3 million, $150.0 million of which were usedmortgage loan secured by the ~~operating partnership to repay outstanding borrowings under our unsecured revolving credit facility.~~

We invest in Class-A office and studio properties located in high barrier-to-entry, innovation-centric submarkets with significant growth potential. Our positioning within these submarkets allows us to attract and retain quality growth companies as tenants, many of which are in the technology and studio sectors. The purchase of properties with a value-add component, typically through off-market transactions, also facilitates our growth. These types of assets afford us the opportunity to capture embedded rent growth and occupancy upside, and to strategically invest capital to reposition and redevelop assets to generate additional cash flow. We take a more measured approach to ground-up development, with most under-construction, planned or potential projects located on ancillary sites part of existing operating assets. Management expertise across disciplines supports execution at all levels of our operations. In particular, aggressive leasing and proactive asset management, combined with a focus on conservatively managing our balance sheet, are central to our strategy.

The amount of net rental revenue generated by the properties in our portfolio depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that becomes available from lease terminations. As of December 31, ~~2019,~~2020, the percent leased for our in-service office properties was approximately ~~95.1%~~93.5% (or ~~93.5%~~92.7%, excluding leases signed but not commenced as of that date). As of December 31, ~~2019,~~2020, the percent leased, based on a 12-month trailing average, was approximately ~~92.3% and 96.0%~~90.2% for same-store studio ~~and non-same-store studio properties, respectively.~~properties. The amount of rental revenue generated by us also depends on our ability to maintain or increase rental rates at our properties. We believe that the average rental rates for our office properties are generally below the current average quoted market rate. We believe the average rental rates for our studio properties are generally equal to current average quoted market rates. Negative trends in one or more of these factors could adversely affect our rental revenue in future periods. Future economic downturns or regional downturns affecting our submarkets or downturns in our tenants’ industries that impair our ability to renew or re-let space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. In addition, growth in rental revenue will also partially depend on our ability to acquire additional properties that meet our investment criteria.

The properties in our portfolio are all located in Northern and Southern California, the Pacific Northwest and Western Canada. Positive or negative changes in economic or other conditions in Northern and Southern California, the Pacific Northwest or Western Canada, including state budgetary shortfalls, employment rates, natural hazards and other factors, may impact our overall performance.

Hudson Pacific Services, Inc., or our services company, is a Maryland corporation that is ~~wholly owned~~wholly-owned by our operating partnership. We have elected, together with our services company and certain of our subsidiaries, to treat our services company and such other subsidiaries as a taxable REIT ~~subsidiary~~subsidiaries for federal income tax purposes, and we may form additional taxable REIT subsidiaries in the future. Our ~~services company~~taxable REIT subsidiaries generally may provide both customary and non-customary services

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to acquiring, developing and assessing the carrying values of our real estate properties, our accrued liabilities, and our performance-based equity compensation awards. We base our estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from these estimates. The following critical accounting policies discussion reflects what we believe are the most significant estimates, assumptions and judgments used in the preparation of our consolidated financial statements. See Part IV, Item 15(a) “Exhibits, Financial Statement Schedules—Note 2 to the Consolidated Financial Statements—Summary of Significant Accounting Policies” for details on our significant accounting policies.

Our acquisitions are accounted for using the acquisition method. The results of operations for each of these acquisitions are included in our Consolidated Statements of Operations from the date of acquisition.

51

When we acquire properties that are considered asset acquisitions, the purchase price, which includes transaction-related expenses, is allocated based on relative fair value of the assets acquired and liabilities assumed. Assets acquired and liabilities assumed include, but are not limited to, land, building and improvements, intangible assets related to above-and below-market leases, intangible assets related to in-place leases, debt and other assumed assets and liabilities. The purchase price accounting is finalized in the period of acquisition.

The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant. The fair value of acquired “above- and below-” market leases are based on the estimated cash flow projections utilizing discount rates that reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the extended below-market term for any leases with below-market renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, we include estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related costs. The fair value debt assumed is based on the estimated cash flow projections utilizing interest rates available for the issuance of debt with similar terms and remaining maturities.

We capitalize costs associated with development and redevelopment activities, capital improvements, tenant improvements and leasing activity. Costs associated with development and redevelopment that are capitalized include interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate project. Indirect development costs, including salaries and benefits, office rent, and associated costs for those individuals directly responsible for and who spend their time on development activities are also capitalized and allocated to the projects to which they relate. Construction and development costs are capitalized while substantial activities are ongoing to prepare an asset for its intended use. We consider a construction project as substantially complete and held available for occupancy upon the completion of tenant improvements but no later than one year after cessation of major construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as they are incurred. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as they are incurred.

The properties are generally carried at cost less accumulated depreciation and amortization. We compute depreciation and amortization using the straight-line method over the estimated useful lives of the assets as represented in the table below:

We amortize above- and below-market lease intangibles over the remaining non-cancellable lease terms and bargain renewal periods, if applicable. The in-place lease intangibles are amortized over the remaining non-cancellable lease term. When tenants vacate prior to the expiration of their lease, the amortization of intangible assets and liabilities is accelerated. We amortize above- and below-market ground lease intangibles over the remaining non-cancellable lease terms.

We assess the carrying value of real estate assets and related intangibles for impairment on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with GAAP. Impairment losses are recorded on real estate assets held for investment when indicators of impairment are present and the future undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. We recognize impairment losses to the extent the carrying amount exceeds the fair value of the properties.

Upon adoption of ASC 842 on January 1, 2019, our revenue recognition model remained consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. The new standard defines initial direct costs as only the incremental costs of signing a lease. Internal direct compensation costs and external legal fees related to the execution of successful lease agreements that no longer meet the definition of initial direct costs under ASC 842 are accounted for as office operating expense or studio operating expense in our Consolidated Statements of Operations.

We elected the lessor’s practical expedient that changed the presentation of revenues on the Consolidated Statement of Operations to reflect a single lease component that combines rental, tenant recoveries, and other tenant-related revenues for the office portfolio. For our rentals at the studio properties, total lease consideration is allocated to lease and non-lease components on a relative standalone basis.

We recognize rental revenue from tenants on a straight-line basis over the lease term when collectability is probable and the tenant has taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

Other property-related revenue is revenue that is derived from the tenants’ use of lighting, equipment rental, parking, power, HVAC and telecommunications (telephone and internet). Other property-related revenue is recognized based on a five-step model and revenue is recognized once all performance obligations are satisfied.

Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period during which the applicable expenses are incurred. The reimbursements are recognized and presented gross, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and bear the associated credit risk.

We evaluate the sales of real estate based on transfer of control. If a real estate sale contract includes ongoing involvement by the seller with the sold property, we evaluate each promised good or service under the contract to determine whether it represents a performance obligation, constitutes a guarantee or prevents the transfer of control.

The stock-based compensation is amortized through the final vesting period on a straight-line basis and graded vesting basis for time-based awards and performance-based awards, respectively. We account for forfeitures of awards as they occur. Share-based payments granted to non-employees are accounted for in the same manner as share-based payments granted to employees.

Our compensation committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

Our property-owning subsidiaries are limited liability companies and are treated as pass-through entities or disregarded entities (or, in the case of the entities that own the 1455 Market, Hill7, ~~and~~ Ferry Building and 1918 Eighth properties, REITs) for federal income tax purposes. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements for the activities of these entities.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with our taxable year ended December 31, 2010. We believe that we have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with such taxable year, and we intend to continue operating in such manner. To qualify as a REIT, we are required to distribute at least 90% of our ~~net~~REIT taxable income, excluding net capital gains, to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.

Provided that we continue to qualify for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders. If we were to fail to qualify as a REIT in any taxable year, and ~~are~~were unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal corporate income tax, including any applicable alternative minimum tax for taxable years prior to 2018. Unless entitled to relief under specific statutory provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

We own and may acquire direct or indirect interests in one or more Subsidiary REITs. A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

We believe that our operating partnership is properly treated as a partnership for federal income tax purposes. As a partnership, our operating partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income. As such, no provision for federal income taxes has been included for the operating partnership.

We have elected, together with ~~two~~certain of our subsidiaries, to treat such subsidiaries as taxable REIT subsidiaries (“~~TRS”~~TRSs”) for federal income tax purposes. Certain activities that we may undertake, such as non-customary services for our tenants and holding assets that we cannot hold directly, will be conducted by a TRS. A TRS is subject to federal and, where applicable, state and local income taxes on its net income.

We are subject to the statutory requirements of the states in which we conduct business.

54

We and our ~~TRS~~TRSs file income tax returns with the U.S. federal government and various state and local jurisdictions. We and our ~~TRS~~TRSs are no longer subject to tax examinations by tax authorities for years prior to ~~2015.~~2016. Generally, we have assessed our tax positions for all open years, which as of December 31, 2020 include ~~2015~~2017 to ~~2018,~~2019 for Federal purposes and 2016 to 2019 for state purposes, and concluded that there are no material uncertainties to be recognized.

As of December 31, ~~2019~~2020, our ~~consolidated~~ portfolio consists of 6064 properties ~~(49~~(41 wholly-owned properties, ~~five~~15 properties owned by joint ventures and ~~six~~eight land properties) located in eleven California, three Seattle and one Western Canada submarkets, totaling approximately ~~16.8~~20.0 million square ~~feet located in Northern and Southern California and the Pacific Northwest.~~feet.

The following table summarizes our consolidated and unconsolidated portfolio as of December 31, ~~2019:~~2020:

All amounts and percentages used in this discussion of our results of operations are calculated using the numbers presented in the financial statements contained in this report rather than the rounded numbers appearing in this discussion. The dollar amounts included in the tables in this discussion of our results of operations are presented in thousands.

We evaluate performance based upon property net operating income (“NOI”). NOI is not a measure of operating results or cash flows from operating activities or cash flows as measured by GAAP and should not be considered an alternative to net income, as an indication of our performance, or as an alternative to cash flows as a measure of liquidity, or our ability to make distributions. All companies may not calculate NOI in the same manner. We consider NOI to be a useful performance measure to investors and management because when compared across periods, NOI reflects the revenues and expenses directly associated with owning and operating our properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing a perspective not immediately apparent from net income. We calculate NOI as net income (loss) excluding corporate general and administrative expenses, depreciation and amortization, impairments, gains/losses on sales of real estate, interest expense, transaction-related expenses and other non-operating items. We define NOI as operating revenues (including rental revenues, other property-related revenue, tenant recoveries and other operating revenues), less property-level operating expenses (which includes external management fees, if any, and property-level general and administrative expenses). NOI on a cash basis is NOI adjusted to exclude the effect of straight-line rent and other non-cash adjustments required by GAAP. We believe that NOI on a cash basis is helpful to investors as an additional measure of operating performance because it eliminates straight-line rent and other non-cash adjustments to revenue and expenses.

The following table reconciles net income to ~~NOI:~~NOI (in thousands, except percentage change):

The following table summarizes certain statistics of our consolidated same-store office and studio properties:

The following table gives further detail on our consolidated ~~NOI:~~NOI (in thousands):

The following table gives further detail on our change in consolidated ~~NOI:~~NOI (in thousands, except percentage change):

Income from our unconsolidated real estate entities increased by $1.5 million, or 198.5%, to $0.7 million of ~~$719.0 thousand to $6.5 million~~income for the year ended December 31, ~~2019, which remained relatively flat~~2020 compared to ~~$7.2~~$0.7 million ~~for the year ended December 31, 2018; and~~

Comparison of the year ended December 31, ~~2019~~2020 to the year ended December 31, ~~2018~~2019 is as ~~follows:~~follows (in thousands, except percentage change):

Gross interest expense increased by ~~$23.8~~$10.6 million, or ~~25.9%~~9.2%, to $126.4 million for the year ended December 31, 2020 compared to $115.8 million for the year ended December 31, ~~2019 compared to $92.0 million for the year ended December 31, 2018.~~2019. The increase was primarily driven by the closing of a $900.0 million loan secured by the Hollywood Media Portfolio (July 2020), the issuance of ~~our~~$500.0 million 4.65% registered senior notes ~~(February~~(June 2019) and ~~June 2019) and~~$400.0 million 3.25% registered senior notes (October 2019) and the closing of a $314.3 million loan secured by our 1918 Eighth property (December 2020), partially offset by the paydown of Term Loan A (October 2019), Term Loan B, Term Loan D, Met Park North loan, ~~A, Term loan C~~Revolving Sunset Bronson Studios/ICON/CUE facility and ~~$80.0 million~~outstanding borrowings on our unsecured revolving credit ~~facility.~~facility all in July 2020.

Capitalized interest increased ~~$1.4~~$3.3 million, or ~~9.7%~~20.0%, to $19.5 million for the year ended December 31, 2020 compared to $16.3 million for the year ended December 31, ~~2019 compared~~2019. The increase was primarily driven by our Harlow development property, Del Amo redevelopment property and our Rincon Center, Page Mill Center, Metro Plaza and 10850 Pico repositioning projects.

Amortization of deferred financing costs and loan discounts/premiums increased by $3.3 million, or 52.4% to ~~$14.8~~$9.5 million for the year ended December 31, 2018. The increase was primarily driven by our One Westside redevelopment property and our EPIC and Harlow development properties, partially offset by recently completed redevelopment and development properties.

We recognized a $47.1 million gain on the sale of our Campus Center property during the year ended December 31, 2019. We did not recognize any gains or losses on sale of real estate for the year ended December 31, 2019 compared to $43.3 million for the year ended December 31, 2018, which resulted from the sale of our Campus Center (July 2019), Embarcadero Place (January 2018), 2600 Campus Drive (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties.2020.

We recorded $52.2 million of impairment charges during the year ended December 31, 2019 related to our Campus Center office property. Our estimated fair value was based on the sale price. We did not recognize any impairment charges for the year ended December 31, ~~2018.~~2020.

General and administrative expenses include wages and salaries for corporate-level employees, accounting, legal and other professional services, office supplies, entertainment, travel and automobile expenses, telecommunications and computer-related expenses and other miscellaneous items. General and administrative expenses increased ~~$10.9~~$5.9 million, or ~~17.9%~~8.2%, to $77.9 million for the year ended December 31, 2020 compared to $71.9 million for the year ended December 31, ~~2019 compared to $61.0 million for the year ended December 31, 2018.~~2019. The increase was primarily attributable to the adoption of the 2019 Hudson Pacific Properties, Inc. Outperformance Program and due to the incremental costs of signing a lease no longer capitalized as a result of our adoption of ASC 842. For additional discussion refer to Part IV, Item 15(a) “Financial Statement Schedules—Note 2 to the Consolidated Financial Statements—Summary of Significant Accounting Policies.”political contributions made for statewide ballot measures.

Refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the year ended December 31, ~~2018~~2019 to the year ended December 31, ~~2017”~~2018” of the Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

We have remained capitalized since our initial public offering through public offerings, private placements, joint ventures and continuous offerings under our at-the-market (“ATM”) program. We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, strategic acquisitions, capital expenditures, tenant improvements, leasing costs, dividends and distributions, share repurchases and repayments of outstanding debt financing will include:

We had approximately ~~$46.2~~$113.7 million of cash and cash equivalents at December 31, ~~2019.~~2020. Our principal source of operating cash flow is related to leasing and operating the properties in our portfolio. Our properties provide a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund quarterly dividend and distribution requirements.

Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

We have an ATM program that allows us to sell up to $125.0 million of common stock, $20.1 million of which has been sold through December 31, ~~2019.~~2020. Any future sales will depend on several factors, including, but not limited to, market conditions, the trading price of our common stock and our capital needs. We have no obligation to sell the remaining shares available for sale under this program.

As of December 31, ~~2019,~~2020, we had total borrowing capacity of $600.0 million under our unsecured revolving credit facility, ~~$75.0 million~~none of which had been drawn. As of December 31, ~~2019,~~2020, we had total borrowing capacity of ~~$235.0~~$414.6 million ~~secured by~~under our ~~Sunset Bronson Studios/ICON/CUE properties, $5.0 million of which had been drawn. On December 18, 2019, we closed a four-year~~ construction loan, ~~totaling $414.6 million~~ secured by our One Westside and 10850 Pico ~~properties. As of December 31, 2019, we had total borrowing capacity of $414.6 million, $5.6~~properties, $106.1 million of which had been drawn.

Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. If we incur additional debt, the risks associated with our leverage, including our ability to service our debt, would increase.

The following table sets forth our ratio of debt to total market capitalization (counting series A preferred units as debt) as of December 31, ~~2019:~~2020 (in thousands, except percentage):

The following table sets forth information as of December 31, ~~2019~~2020 and December 31, ~~2018~~2019 with respect to our outstanding indebtedness, ~~(excluding~~excluding unamortized deferred financing costs and loan ~~discounts)~~discounts (in thousands):

The operating partnership was in compliance with its financial covenants as of December 31, ~~2019.~~2020.

In October 2019, Moody’s Investors Service upgraded the Company’s long-term corporate credit rating from Baa3 to Baa2, with a stable outlook. A corporate credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The following table provides information with respect to our commitments at December 31, ~~2019,~~2020, including any guaranteed or minimum commitments under contractual ~~obligations.~~obligations (in thousands):

We have one investment in an unconsolidated real estate entity, pursuant to a co-ownership agreement with an affiliate of Blackstone Property Partners Lower Fund 1 LP (“Blackstone 1 LP”), the Bentall Centre property located in Vancouver, Canada. We own 20% of this joint venture and we serve as the operating partner. The unconsolidated real estate entity has mortgage indebtedness. Due to our significant influence over the unconsolidated entity, the Company accounts for the entity using the equity method of accounting. As of December 31, ~~2019,~~2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by the unconsolidated entity was approximately ~~$485.3~~$499.9 million and our proportionate share is approximately ~~$97.1~~$100.0 million.

Comparison of the cash flow activity for the year ended December 31, ~~2019~~2020 to the year ended December 31, ~~2018~~2019 is as ~~follows:~~follows (in thousands, except percentage change):

Cash and cash equivalents and restricted cash were ~~$58.3~~$149.5 million and ~~$68.2~~$58.3 million at December 31, ~~2019~~2020 and ~~2018,~~2019, respectively.

Net cash provided by operating activities increased by ~~$73.4~~$14.0 million, or ~~34.2%~~4.9%, to $302.0 million for the year ended December 31, 2020 as compared to $288.0 million for the year ended December 31, ~~2019 as compared to $214.6 million for~~2019. The change resulted primarily from lower cash rents during the year ended December 31, ~~2018. The change resulted primarily from~~2019 due to free rent and beneficial occupancy periods for several tenants in the prior year that did not reoccur in the current year, partially offset by an increase in ~~cash NOI related to our recent acquisitions and commencement of leases at the Rincon Center,~~Palo Alto Square, Gateway, Metro Plaza and Metro Center properties, as well as a net increase in operating assets and liabilities, partially offset by lower cash rents due to the sale of our Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties.interest expense.

Net cash used in investing activities ~~decreased~~increased by ~~$75.9~~$690.4 million, or ~~19.4%~~218.2%, to $1.0 billion for the year ended December 31, 2020 as compared to $316.4 million for the year ended December 31, ~~2019 as compared to $392.3 million for year ended December 31, 2018.~~2019. The change resulted primarily from ~~2018 acquisitions~~$593.9 million spent on the 2020 acquisition of 1918 Eighth and ~~purchases of U.S. Government securities~~$147.8 million proceeds from the Campus Center disposition in 2019, partially offset by ~~2019 deposits for property acquisitions and~~$47.7 million lower contributions to an unconsolidated ~~joint venture,~~entities in 2020 as ~~well as lower proceeds from sales of real estate and higher spend on investment property in 2019~~ compared to ~~2018.~~2019.

We calculate FFO in accordance with the White Paper issued in December 2018 on FFO approved by the Board of Governors of NAREIT. The White Paper defines FFO as net income or loss calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding gains and losses from sales of depreciable real estate, gains and losses from sale of certain real estate assets and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets) and after adjustment for unconsolidated partnerships and joint ventures. The calculation of FFO includes the amortization of deferred revenue related to tenant-funded tenant improvements and excludes the depreciation of the related tenant improvement assets. In the December 2018 White Paper, NAREIT provided an option to include value changes in mark-to-market equity securities in the calculation of FFO. We elected this option retroactively during fourth quarter 2018. We believe that FFO is a useful supplemental measure of our operating performance. The exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of our activity and assists in comparing those operating results between periods. Also, because FFO is generally recognized as the industry standard for reporting the operations of REITs, it facilitates comparisons of operating performance to other REITs. However, other REITs may use different methodologies to calculate FFO, and accordingly, our FFO may not be comparable to all other REITs.

Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets, we believe that FFO along with the required GAAP presentations provides a more complete measurement of our performance relative to our competitors and a more appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide. We use FFO per share to calculate annual cash bonuses for certain employees.

However, FFO should not be viewed as an alternative measure of our operating performance because it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, which are significant economic costs and could materially impact our results from operations.

The following table presents a reconciliation of net income to ~~FFO:~~FFO (in thousands):

The primary market risk we face is interest rate risk. Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. As more fully described below, we use derivatives to manage, or hedge, interest rate risks related to our borrowings. We only enter into contracts with major financial institutions based on their credit rating and other factors. For a summary of our outstanding indebtedness, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” For a summary of our derivatives, refer to Part IV, Item 15(a) “Exhibits, Financial Statement Schedules—Note 7 to the Consolidated Financial Statements—Derivatives.”

66

The following table summarizes our derivative instruments used to hedge interest rate risk as of December 31, ~~2019:~~

The following table summarizes our fixed and variable rate debt as of December 31, ~~2019:~~2020 (in thousands):

For sensitivity purposes, if one-month LIBOR as of December 31, ~~2019~~2020 was to increase by 100 basis points, or 1.0%, the resulting increase in annual interest expense would decrease our future earnings and cash flows by ~~$6.3 million. If one-month LIBOR as~~$8.5 million, after considering the effects of ~~December 31, 2019 was to decrease by 100 basis points, or 1.0%, the resulting decrease in annual~~our interest ~~expense would increase our future earnings and cash flows by $6.3 million.~~rate swap agreements.

We have exposure to foreign currency exchange rate risk related to our unconsolidated real estate entity operating in Canada. The unconsolidated real estate entity’s functional currency is the local ~~currency.~~currency, or Canadian dollars. Any gains or losses resulting from the translation of Canadian dollars to U.S. dollars are classified on our Consolidated Balance ~~Sheet~~Sheets as a separate component of other comprehensive income and are excluded from net income.

Our consolidated financial statements included in this Annual Report on Form 10-K are listed in Part IV, Item 15(a) of this report.

Not applicable.

The information required by Item 10 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May ~~2020.~~2021. We intend to disclose any amendment to, or waiver from, our code of ethics within four business days following the date of the amendment or waiver.

The information required by Item 11 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May ~~2020.~~2021.

The information required by Item 12 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May ~~2020.~~2021.

The information required by Item 14 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting presently scheduled to be held in May ~~2020.~~2021.

All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.

Not Applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Hudson Pacific Properties, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Victor J. Coleman and Mark T. Lammas, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Hudson Pacific Properties, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Hudson Pacific Properties, L.P. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Victor J. Coleman and Mark T. Lammas, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Hudson Pacific Properties, Inc. as sole general partner and on behalf of Hudson Pacific Properties, L.P., to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

The management of Hudson Pacific Properties, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Our system of internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of our financial statements for external reporting purposes in accordance with United States generally accepted accounting principles. Our management, including the undersigned Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2019.~~2020. In conducting its assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control—Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of December 31, ~~2019,~~2020, our internal control over financial reporting was effective based on those criteria.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

The effectiveness of our internal control over financial reporting as of December 31, ~~2019,~~2020, has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report, as stated in their report appearing on page F-2, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, ~~2019.~~2020.

Hudson Pacific Properties, Inc. is a Maryland corporation formed on November 9, 2009 as a fully integrated, self-administered and self-managed real estate investment trust (“REIT”). Through its controlling interest in the operating partnership and its subsidiaries, Hudson Pacific Properties, Inc. owns, manages, leases, acquires and develops real estate, consisting primarily of office and studio properties. Unless otherwise indicated or unless the context requires otherwise, all references in these financial statements to “the Company” refer to Hudson Pacific Properties, Inc. together with its consolidated subsidiaries, including Hudson Pacific Properties, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “our operating partnership” or “the operating partnership” refer to Hudson Pacific Properties, L.P. together with its consolidated subsidiaries.

The Company’s portfolio consists of properties located throughout Northern and Southern California, the Pacific Northwest and Western Canada. The following table summarizes the Company’s portfolio as of December 31, ~~2019:~~2020:

As of December 31, ~~2019,~~2020, the Company’s office properties were located in Northern and Southern California, the Pacific Northwest and Western Canada. The Company’s studio properties were located in Hollywood in Southern California. ~~81.5%~~78.2% of the Company’s consolidated and unconsolidated properties were located in California, which exposes the Company to greater economic risks than if it owned a more geographically dispersed portfolio.

A significant portion of the Company’s rental revenue is derived from tenants in the technology and media and entertainment industries. As of December 31, ~~2019,~~2020, approximately ~~30.3%~~29.0% and ~~18.5%~~18.0% of consolidated and unconsolidated rentable square feet were related to the tenants in the technology and media and entertainment industries, respectively.

As of December 31, ~~2019,~~2020, the Company’s 15 largest tenants represented approximately ~~31.8%~~34.4% of consolidated and unconsolidated rentable square feet and no single tenant accounted for more than 10%.

As of December 31, ~~2019,~~2020, no single tenant in the Company’s office or studio segment had rental revenues representing more than 10% of the respective segment’s total revenue.

The accompanying consolidated financial statements of the Company and the operating partnership are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Any references to the number of properties, acres and square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm’s audit of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”).

Certain amounts in the consolidated financial statements for the prior periods have been reclassified to conform to the current year presentation.

The consolidated financial statements of the Company include the accounts of the Company, the operating partnership and all ~~wholly owned~~wholly-owned and controlled subsidiaries. The consolidated financial statements of the operating partnership include the accounts of the operating partnership and all ~~wholly owned~~wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Under the consolidation guidance, the Company first evaluates an entity using the variable interest model, then the voting model. The Company ultimately consolidates all entities that the Company controls through either majority ownership or voting rights, including all variable interest entities (“VIEs”) of which the Company is considered the primary beneficiary. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. In addition, the Company continually evaluates each legal entity that is not ~~wholly owned~~wholly-owned for reconsideration based on changing circumstances.

VIEs are defined as entities in which equity investors do not have:

The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with both the power to direct the activities that most significantly affect the VIE’s economic performance and the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. As of December 31, ~~2019,~~2020, the Company has determined that its operating partnership and 514 joint ventures met the definition of a VIE. NaN of ~~the~~these joint ventures are consolidated and ~~1 of the joint ventures is~~2 are unconsolidated.

On November 22, 2020, the Company entered into a joint venture agreement with CPPIB US RE-3, Inc., a subsidiary of Canada Pension Plan Investment Board (“CPPIB”), to form Hudson 1918 Eighth, L.P. On December 18, 2020, the joint venture purchased the 1918 Eighth property through a wholly-owned subsidiary. The Company owns 55% of the joint venture. As of December 31, ~~2019,~~2020, the Company has determined that this joint venture met the definition of a VIE and is consolidated.

On July 30, 2020, funds affiliated with Blackstone Property Partners (“Blackstone”) acquired a 49% interest in the Hollywood Media Portfolio. The Company retained a 51% ownership stake and remains responsible for day-to-day operations, leasing and development. As of December 31, 2020, the Company has determined that the entities included in the Hollywood Media Portfolio and the related entities met the definition of a VIE and are consolidated.

As of December 31, 2020, the operating partnership has determined that 412 of its joint ventures met the definition of a VIE and are consolidated:

As of December 31, ~~2019~~2020 and ~~2018,~~2019, the Company has determined that its operating partnership met the definition of a VIE and is consolidated.

Substantially all of the assets and liabilities of the Company are related to the operating partnership ~~VIEs.~~VIE. The assets and credit of certain VIEs can only be used to satisfy those VIEs’ own contractual obligations, and the VIEs’ creditors have no recourse to the general credit of the Company.

As of December 31, ~~2019,~~2020, the Company has determined it is not the primary beneficiary of 12 of its joint ~~venture.~~ventures. Due to its significant influence over the unconsolidated ~~entity,~~entities, the Company accounts for ~~the entity~~them using the equity method of accounting. Under the equity method, the Company initially records the investment at cost and subsequently adjusts for equity in earnings or losses and cash contributions and distributions.

As of December 24, 2020, the Company owns 50% of the ownership interests in the joint venture which owns the Sunset LA development. The Company serves as the operating member.

On June 5, 2019, the Company purchased, pursuant to a co-ownership agreement with Blackstone 1 LP, an affiliate of Blackstone, 20% of the ownership interest in the Bentall Centre ~~property located in Vancouver, Canada.~~property. The joint venture property-owning entity is structured as a tenancy in common under applicable tax laws. The Company owns 20% of this joint venture and serves as the operating partner.

The Company’s net equity investment ~~of this~~in these unconsolidated ~~entity~~entities is reflected within investment in unconsolidated real estate ~~entity~~entities on the Consolidated Balance Sheets. The Company’s share of net income or loss from the ~~entity~~entities is included within ~~loss~~income (loss) from unconsolidated real estate ~~entity~~entities on the Consolidated Statements of Operations. Refer to Note 4 for details.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties, determining the incremental borrowing rate used in the present value calculations of its new or modified operating lessee agreements, its accrued liabilities, and its performance-based equity compensation awards. The Company bases its

Acquisitions of real estate will generally not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e., land, buildings and improvements and related intangible assets or liabilities) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

~~F-18~~

When the Company acquires properties that are considered business combinations, assets acquired and liabilities assumed are fair valued at the acquisition date. The initial accounting for a business combination is based on management’s preliminary assessment, which may change when final information becomes available. Subsequent adjustments made to the initial purchase price assignment are made within the measurement period, which typically does not exceed one year, within the Consolidated Balance Sheets. Acquisition-related expenses associated with business combinations are expensed in the period incurred which is included in the transaction-related expenses line item of the Consolidated Statements of Operations.

The Company assesses fair value based on Level 2 and Level 3 inputs within the fair value framework, which includes estimated cash flow projections that utilize appropriate discount, capitalization rates, renewal probability and available market information, which includes market rental rate and market rent growth rates. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions.

The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant. The fair values of acquired “above- and below-” market leases are based on the estimated cash flow projections utilizing discount rates that reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the extended below-market term for any leases with below-market renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions. In estimating costs to execute similar leases, the Company considers commissions, legal and other ~~leasing related~~leasing-related costs. The fair value of debt assumed is based on the estimated cash flow projections utilizing interest rates available for the issuance of debt with similar terms and remaining maturities.

The Company capitalizes costs associated with development and redevelopment activities, capital improvements, tenant improvements and leasing activity. Costs associated with development and redevelopment that are capitalized include interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate project. Indirect development costs, including salaries and benefits, office rent, and associated costs for those individuals directly responsible for and who spend their time on development activities are also capitalized and allocated to the projects to which they relate. Construction and development costs are capitalized while substantial activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of tenant improvements but no later than one year after cessation of major construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as they are incurred. Costs previously capitalized that related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as they are incurred.

The Company recognized the following capitalized ~~costs:~~costs associated with development and redevelopment activities:

The properties are generally carried at cost, less accumulated depreciation and amortization. The Company computes depreciation and amortization using the straight-line method over the estimated useful lives of the assets as represented in the table below:

The Company amortizes above- and below-market lease intangibles over the remaining non-cancellable lease terms and bargain renewal periods, if applicable. The in-place lease intangibles are amortized over the remaining non-cancellable lease term. When tenants vacate prior to the expiration of lease, the amortization of intangible assets and liabilities is accelerated. The Company amortizes above- and below-market ground lease intangibles over the remaining non-cancellable lease terms.

Goodwill represents the excess of acquisition cost over the fair value of net tangible and identifiable intangible assets acquired and liabilities assumed in business acquisitions. The Company does not amortize this asset but instead analyzes it on a quarterly basis for impairment. NaN impairment indicators have been identified during the years ended December 31, 2020, 2019 ~~2018~~ and ~~2017.~~2018. Goodwill is included in the prepaid expenses and other assets, net line item on the Consolidated Balance Sheets.

Cash and cash equivalents are defined as cash on hand and in banks, plus all short-term investments with a maturity of three months or less when purchased. Restricted cash primarily consists of amounts held by lenders to fund reserves such as capital improvements, taxes, insurance, debt service and operating expenditures.

The Company maintains some of its cash in bank deposit accounts that, at times, may exceed the federally insured limit. No losses have been experienced related to such accounts.

The following table provides a reconciliation of cash and cash equivalents and restricted cash at the beginning and end of the periods presented:

The Company’s accounting policy and methodology used to assess collectability related to rental revenues changed on January 1, 2019 when the Company adopted ASC 842. The guidance requires the Company to assess, at lease commencement and subsequently, collectability from its tenants of future lease payments. If the Company determines collectability is not probable, it recognizes an adjustment to lower income from rentals, whereas previously the Company recognized bad debt expense. In addition, for amounts deemed probable of collection, the Company also may record an allowance under other authoritative GAAP based on the evaluation of individual receivables, including specific credit enhancements and other relevant factors.

~~The following table represents the Company’s~~As of December 31, 2020, accounts receivable ~~net as of:~~

As of December 31, 2020, straight-line rent receivables was $226.0 million and there was a $0.3 million allowance for doubtful accounts. As of December 31, 2019, straight-line rent receivables was $195.3 million and there was 0 allowance for doubtful accounts.

The Company holds U.S. Government securities related to assumed debt held by a trust subsidiary. These securities are considered held to maturity investments and are carried at amortized cost on the Consolidated Balance Sheets. The Company has both the intent and ability to hold to maturity. ~~As of December 31, 2019, the Company had $3.8 million of gross unrealized gains and 0 gross unrealized losses related to these U.S. Government securities.~~

The following table represents the Company’s prepaid expenses and other assets, net as of:

The Company ~~holds investments~~held an investment in an entity that ~~does~~did not report NAV. The Company ~~marks~~marked this investment to fair value based on Level 2 inputs, whenever fair value iswas readily available or observable. Changes in fair value are included in the unrealized (loss) gain on non-real estate investment line item on the Consolidated Statements of Operations. During the year ended December 31, 2020, the Company disposed of the investment. The Company recognized an unrealized loss of $1.6 million due to observable changes in fair value for the year ended December 31, 2020 and 0 gain or loss for the year ended December 31, 2019. Over the life of this investment, the Company recognized a net unrealized loss of $0.6 million due to observable changes in fair value.

The Company also invests in an entity that reports NAV. The investment, which is in a real estate technology venture capital fund, involves a commitment of funding from the Company of up to $20.0 million. The Company uses NAV reported without adjustment unless it is aware of information indicating the NAV reported does not accurately reflect the fair value for the investment. As of December 31, ~~2019,~~2020, the Company has contributed ~~$2.8~~$4.2 million, ~~to this fund~~net of distributions, with ~~$17.2~~$15.8 million remaining to be contributed. ~~There has been no change in NAV since the initial investment.~~

ASC 842 requires companies to identify lease and non-lease components of a lease agreement. Lease components relate to the right to use the leased asset whereas non-lease components relate to payments for goods or services that are transferred separately from the right to use the underlying asset.

ASC 842 provides transition practical expedients that must be elected together, which allows relief from the requirement to (i) reassess whether any expired or existing contracts are considered or contain leases; (ii) reassess the lease classification for any expired or existing leases; and (iii) reassess initial direct costs for any existing leases that are in effect as of the date of adoption. The guidance also permits an entity to elect a practical expedient that provides relief from the requirement to assess whether an existing or expired land easement that was not previously accounted for as a lease under ASC 840 is considered a lease under ASC 842. For lessors, the guidance provides for a practical expedient, by class of underlying asset, to elect a combined single lease component presentation if (i) the timing and pattern of the transfer of the combined single lease component is the same, and (ii) the related lease component, if accounted for separately, would be classified as an operating lease.

The Company elected the practical expedients above. The lessor practical expedient to combine lease and non-lease components was elected only for the Company’s leases related to the office properties. For the Company’s studio properties, the timing and pattern of the transfer of the lease components and non-lease components for studio properties are not the same and therefore the Company did not elect this practical expedient for the Company’s studio properties. The standalone selling price related to the studio non-lease components is readily available and does not require estimates.

The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements relate to ground lease assets and are reflected in operating lease ~~ROU assets~~right-of-use asset and operating lease ~~liabilities~~liability on the Consolidated Balance Sheets. For leases with a term of 12 months or less the Company made an accounting policy election by class of underlying asset not to recognize ROU assets and lease liabilities. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As the Company’s leases do not provide an implicit rate, the Company determines its incremental borrowing rate based on the information available at commencement date, or the date of the ASC 842 adoption, in determining the present value of lease payments. The weighted average incremental borrowing rate used to calculate the ROU assets and liabilities was 5.7%. ROU assets also include any lease payments made and exclude lease incentives. Many of the Company’s lessee agreements include options to extend the lease, which the Company does not include in its minimum lease terms unless the option is reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. The weighted average remaining lease term was 31 years as of December 31, ~~2019, was 32 years.~~2020.

~~The new standard~~ASC 842 defines initial direct costs as only the incremental costs of signing a lease. Internal direct compensation costs and external legal fees related to the execution of successful lease agreements that no longer meet the definition of initial direct costs under ASC 842 are accounted for as office operating expense or studio operating expense in the Company’s Consolidated Statements of Operations. ~~Additionally, the Company may elect the practical expedients only for leases that have commenced before the effective date of the adoption of ASC 842.~~ As a result of the adoption, the Company recognized $1.8 million as a cumulative adjustment to accumulated deficit for costs associated with leases that ~~have~~had not commenced as of January 1, 2019, that were previously capitalized and no longer ~~meet~~met the definition of initial direct costs in accordance with ASC 842. The Company recognized $0.3 million as cumulative adjustments to accumulated deficit related to other transition adjustments.

The Company has compiled an inventory of its sources of revenues and has identified the following material revenue streams: (i) rental revenues (ii) tenant recoveries and other tenant-related revenues (iii) ancillary revenues (iv) other revenues and (v) sale of real estate.

The Company’s revenues from 2020 and 2019 ~~revenues~~ are accounted for under ~~ASU~~ASC 842 while the 2018 ~~and 2017~~ rental revenues are accounted for under ASC 840. The Company continues to recognize rental revenue from tenants on a straight-line basis over the lease term when collectability is probable and the tenant has taken possession of or controls the physical use of the leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:

The Company recognizes tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance and other operating expenses are recognized as revenue in the period during which the applicable expenses are incurred. The reimbursements are recognized and presented gross, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

Other tenant-related revenues ~~includes~~include parking stipulated in lease agreements as must-take parking rentals. These revenues are recognized over the term of the lease.

Ancillary revenues and ~~guest parking~~other revenues ~~have been~~are accounted for under ASC 606 since the Company adopted this standard on January 1, 2018. This standard requires the Company to recognize revenues based on a five-step model and results in the consideration being recognized once the performance obligations are satisfied.606. These revenues have single performance obligations and are recognized at the point in time when services are rendered. The ~~timing and pattern of~~following table summarizes the Company’s revenue ~~recognition as it relates to ancillary revenues and guest parking revenues have not changed from those~~streams that are accounted for under ASC ~~605, Revenue Recognition.~~

~~Sales~~In regards to sales of real estate, ~~have been accounted for under ASC 610, Other Income, since~~ the Company ~~adopted this standard on January 1, 2018. As a result of the adoption, there was no change in respect to the timing and pattern of revenue recognition. This standard requires the Company to apply~~applies certain recognition and measurement principles in accordance with ASC 606 when it de-recognizes nonfinancial assets and in-substance nonfinancial assets, and the counterparty is not a customer. This is the case for the Company’s sales of real estate, and as a result the606. The Company is required to evaluate the sales of real estate based on transfer of control. If a real estate sale contract includes ongoing involvement ~~by the seller~~ with the sold property by the seller, the seller must evaluate each promised good or service under the contract to determine whether it represents a performance obligation, constitutes a guarantee or prevents the transfer of control. The timing and pattern of revenue recognition might change as it relates to gains ofon sale of real estate if the sale includes continued involvement that represents a separate performance obligation.

Deferred financing costs are amortized over the contractual loan term into interest expense on the Consolidated Statements of Operations. Deferred financing costs, and related amortization, related to the unsecured revolving credit facility and undrawn term loans are presented within prepaid expenses and other assets, net inon the Consolidated Balance Sheets. All other deferred financing costs and related amortization are included within the respective debt line ~~item in~~items on the Consolidated Balance Sheets.

Debt discounts and premiums are amortized ~~and accreted on a straight-line basis~~ over the contractual loan term ~~which approximates the effective interest method,~~ into interest expense on the Consolidated Statements of Operations. ~~Discounts are~~The amortization of discounts is recorded as additional interest expense and the accretion of premiums ~~are~~is recorded as a reduction to interest expense.

The Company manages interest rate risk associated with borrowings by entering into derivative instruments. The Company recognizes all derivative instruments on the Consolidated Balance Sheets on a gross basis at fair value. Derivative instruments ~~that are not effective hedges~~ are adjusted to fair value ~~and~~at the ~~changes in fair value are reflected as income or expense. If the derivative instrument is an effective hedge, depending on the nature of the hedge, changes~~balance sheet date. The change in the fair value ~~are either offset against the change~~of derivatives designated as cash flow hedges is recorded in ~~fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in~~accumulated other comprehensive income (loss)~~, which~~ and is ~~a component of equity. In 2018,~~subsequently reclassified into earnings in the ~~Company early adopted ASU 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.~~ ~~As a result of~~period that the ~~adoption,~~hedged forecasted transaction affects earnings. The change in the ~~Company no longer recognizes unrealized gains or losses related to ineffective portions of~~fair value derivatives ~~in earnings.~~not designated as hedges is recorded within earnings immediately.

The Company’s property-owning subsidiaries are limited liability companies and are treated as pass-through entities or disregarded entities (or, in the case of the entities that own the 1455 Market, Hill7, ~~and~~ Ferry Building and 1918 Eighth properties, REITs) for federal income tax purposes. Accordingly, 0 provision has been made for federal income taxes in the accompanying consolidated financial statements for the activities of these entities.

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with its taxable year ended December 31, 2010. The Company believes that it has operated in a manner that has allowed the Company to qualify as a REIT for federal income tax purposes commencing with such taxable year, and the Company intends to continue operating in such manner. To qualify as a REIT, the Company is required to distribute at least 90% of its ~~net~~REIT taxable income, excluding net capital gains, to the Company’s stockholders and to meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.

Provided that it continues to qualify for taxation as a REIT, the Company is generally not subject to corporate level income tax on the earnings distributed currently to its stockholders. If the Company ~~fails~~were to fail to qualify as a REIT in any taxable year, and iswere unable to avail itself of certain savings provisions set forth in the Code, all of its taxable income would be subject to federal corporate income tax, ~~at regular corporate rates,~~ including any applicable alternative minimum ~~tax.~~tax for taxable years prior to 2018. Unless entitled to relief under specific statutory provisions, the Company would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which the Company loses its qualification. It is not possible to state whether in all circumstances the Company would be entitled to this statutory relief.

The Company may acquire direct or indirect interests in one or more Subsidiary REITs. A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to the Company. If a subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs and (iii) it is possible that the Company would fail certain of the asset tests applicable to REITs, in which event the Company would fail to qualify as a REIT unless the Company could avail itself of certain relief provisions.

The Company believes that its operating partnership is properly treated as a partnership for federal income tax purposes. As a partnership, the Company’s operating partnership is not subject to federal income tax on its income. Instead, each of its partners, including the Company, is allocated, and may be required to pay tax with respect to, its share of the operating partnership’s income. As such, no provision for federal income taxes has been included for the operating partnership.

The Company has elected, together with ~~two~~certain of the Company’s subsidiaries, to treat such subsidiaries as taxable REIT subsidiaries (“~~TRS”~~TRSs”) for federal income tax purposes. Certain activities that the Company may undertake, such as non-customary services for the Company’s tenants and holding assets that the Company cannot hold directly, will be conducted by a TRS. A TRS is subject to federal and, where applicable, state income taxes on its net income. The Company’s ~~TRS~~TRSs did not have significant tax provisions or deferred income tax items for 2020, 2019 ~~2018~~ or ~~2017.~~2018.

The Company is subject to the statutory requirements of the states in which it conducts business.

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of December 31, ~~2019,~~2020, the Company has not established a liability for uncertain tax positions.

The Company and its ~~TRS~~TRSs file income tax returns with the U.S. federal government and various state and local jurisdictions. The Company and its ~~TRS~~TRSs are no longer subject to tax examinations by tax authorities for years prior to ~~2015.~~2016. Generally, the Company has assessed its tax positions for all open years, which as of December 31, 2020 include ~~2015~~2017 to ~~2018,~~2019 for Federal purposes and 2016 to 2019 for state purposes, and concluded that there are no material uncertainties to be recognized.

~~Under GAAP, the~~The Company ~~is required to measure~~measures certain financial instruments at fair value on a recurring ~~basis. In addition, the Company is required to measure other~~basis while certain financial instruments and balances are measured at fair value on a non-recurring basis (e.g., carrying value of impaired real estate and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. ~~The GAAP fair value framework uses a three-tiered approach.~~ Fair value measurements are classified and disclosed in one of the following three categories:

When available, the Company utilizes quoted market prices from an independent ~~third-party~~third party source to determine fair value and classifies such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company uses several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establishes a fair value by assigning weights to the various valuation sources.

Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.

On December 18, 2020, the ~~acquisitions completed~~Company purchased, pursuant to a joint venture agreement with a subsidiary of CPPIB, the 668,109 square-foot 1918 Eighth office property located in ~~2018:~~

As of ~~11.1 years.~~December 24, 2020, the Company owns 50% of the ownership interests in the joint venture which owns the Sunset LA development in Los Angeles, California. The Company serves as the operating member.

On June 5, 2019, the Company purchased, pursuant to a co-ownership agreement with Blackstone 1 LP, an affiliate of Blackstone, 20% of the ownership interest in the Bentall Centre office property and retail complex in Vancouver, Canada.

Refer to Note 4 for details.

On July 30, 2020, funds affiliated with Blackstone acquired a 49% interest in the Hollywood Media Portfolio, a 2.2 million-square-foot collection of studio and office properties with a gross portfolio valuation of $1.65 billion before closing credits, prorations and costs, resulting in cash proceeds to the Company of $808.5 million. The transaction included Sunset Gower, Sunset Bronson and Sunset Las Palmas Studios, as well as 6040 Sunset, ICON, CUE, EPIC and Harlow, along with 1.1 million square feet of development rights associated with Sunset Gower and Sunset Las Palmas Studios. The Company retained a 51% ownership stake in the Hollywood Media Portfolio.

During the year ended December 31, 2019, the Company recorded $52.2 million of impairment charges related to the Campus Center office property that was held for sale at March 31, 2019 and was subsequently sold. The Company’s estimated fair value was based on the sale price (Level 2 input). The Company did 0t recognize impairment charges during the ~~year~~years ended December 31, ~~2018~~2020 and ~~2017.~~2018.

The Company did not complete any dispositions related to consolidated entities during the year ended December 31, 2020. The following table summarizes information on dispositions completed during the ~~properties sold in~~years ended December 31, 2019 ~~2018~~ and ~~2017. These properties were considered non-strategic to the Company’s portfolio:~~2018:

These properties were considered non-strategic to the Company’s portfolio. The disposition of these properties resulted in gains of $47.1 million ~~$43.3 million~~ and ~~$45.6~~$43.3 million for the years ended December 31, 2019 ~~2018~~ and ~~2017,~~2018, respectively. These amounts are included in the gains on sale of real estate line item in the Consolidated Statements of Operations.

As of December 31, ~~2019~~2020 and ~~2018,~~2019, the Company had 0 properties that met the criteria to be classified as held for sale.

As of December 24, 2020, the Company owns 50% of the ownership interests in the joint venture which owns the Sunset LA development in Los Angeles, California. The Company serves as the operating member.

On June 5, 2019, the Company purchased, through a joint venture with Blackstone 1 LP, the 20% ownership interest in the Bentall Centre office property and retail complex in Vancouver, Canada. The Company ~~owns 20% of this joint venture and~~ serves as the operating partner.

The table below presents the combined and condensed balance ~~sheet of~~sheets for the Company’s unconsolidated ~~real estate entity represents the combined entities for Bentall Centre as of December 31, 2019:~~joint ventures:

The ~~summarized statement~~table below presents the combined and condensed statements of ~~operation of~~operations for the Company’s unconsolidated ~~real estate entity represents the combined entities for Bentall Centre for the June 5, 2019 acquisition date through December 31, 2019:~~joint ventures:

The following summarizes the Company’s deferred leasing costs and lease intangibles as of:

The Company recognized the following amortization related to deferred leasing costs and lease intangibles:

The following table provides information regarding the Company’s estimated amortization of deferred leasing costs and lease intangibles as of December 31, ~~2019:~~2020:

The following table sets forth information with respect to our outstanding indebtedness:

During the ~~12 months~~year ended December 31, ~~2019,~~2020, the outstanding borrowings on the unsecured revolving credit facility decreased by ~~$325.0~~$75.0 million, net of draws. The Company uses the unsecured revolving credit facility to finance the acquisition of other properties, to provide funds for tenant improvements and capital expenditures and to provide for working capital and other corporate purposes.

On ~~February 27, 2019,~~July 30, 2020, funds affiliated with Blackstone acquired a 49% interest in the ~~operating partnership completed an underwritten public offering of $350.0~~Hollywood Media Portfolio. The Company retained a 51% ownership stake and remains responsible for day-to-day operations, leasing and development. In conjunction with closing this transaction, the joint venture closed a $900.0 million ~~in senior notes due April 1, 2029. The notes were issued at 98.663% of par value, with a coupon of 4.65%. The notes are fully and unconditionally guaranteed~~mortgage loan secured by the ~~Company.~~Hollywood Media Portfolio. The ~~net~~Company and Blackstone purchased bonds comprising the loan in the amounts of $107.8 million and $12.5 million, respectively. This loan has an initial term of two years from the first payment date, with 3 one-year extension options, subject to certain requirements. With an initial interest rate of LIBOR plus 2.15% per annum, the mortgage loan bears interest only payable every month during the term of the loan with principal payable at maturity. The loan is non-recourse, except as to customary non-recourse carveout guaranties from the Company and Blackstone. The combined proceeds from sale of the 49% interest in the Hollywood Media Portfolio and the Company’s share of asset-level financing were approximately $1.27 billion before closing credits, prorations and costs. The proceeds from the ~~offering, after deducting the underwriting discount, were approximately $343.0 million and~~sale were used to ~~repay~~pay down the outstanding borrowings ~~under its~~on the unsecured revolving credit facility and ~~$75.0 million of its~~ ~~five-year term loan due November 17, 2020.~~to pay off Term Loan B, Term Loan D, Met Park North and the Revolving Sunset Bronson Studios/ICON/CUE facility.

Loan agreements include events of default that the Company believes are usual for loans and transactions of this type. As of the date of this filing, there have been no events of default associated with the Company’s loans.

On March 13, 2018, the operating partnership entered into a third amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with various financial institutions. The Amended and Restated Credit Agreement amends and restates and replaces (i) the operating partnership’s existing second amended and restated credit agreement, entered into on March 31, 2015, which governed its $400.0 million unsecured revolving credit facility, $300.0 million unsecured 5-year term loan facility and $350.0 million unsecured 7-year term loan facility, and (ii) the operating partnership’s Term Loan Credit Agreement, entered into on November 17, 2015, which governed its $75.0 million unsecured 5-year term loan facility and $125.0 million unsecured 7-year term loan facility.

The following table summarizes the balance and key terms of the unsecured revolving credit facility as of:

Subject to the satisfaction of certain conditions and lender commitments, the operating partnership may increase the commitments held under the Amended and Restated Credit Agreement so long as the aggregate commitments do not exceed $2.0 billion.

The operating partnership continues to be the borrower under the Amended and Restated Credit Facility Agreement, and the Company and all subsidiaries that own unencumbered properties will continue to provide guarantees unless the Company obtains and maintains a credit rating of at least BBB- from S&P or Baa3 from Moody’s, in which case such guarantees are not required except under limited circumstances.

In October 2019, Moody’s Investors Service upgraded the Company’s long-term corporate credit rating from Baa3 to Baa2, with a stable outlook.

On November 16, 2015, the operating partnership entered into a note purchase agreement with various purchasers, which provides for $425.0 million of guaranteed senior notes by the operating partnership, of which (i) $110.0 million are designated as 4.34% series A guaranteed senior notes due January 2, 2023 (the “Series A Notes”), (ii) $259.0 million are designated as 4.69% series B guaranteed senior notes due December 16, 2025 (the “Series B Notes”) and (iii) $56.0 million are designated as 4.79% series C guaranteed senior notes due December 16, 2027 (the “Series C Notes”).

On July 6, 2016, the Company entered into a note purchase agreement of debt for $150.0 million of 3.98% guaranteed senior notes due July 6, 2026 (the “Series D Notes”). Upon issuance, the notes pay interest semi-annually on the 6th day of January and July in each year until maturity. The Company also secured an additional $50.0 million of funds from a note purchase agreement of 3.66% guaranteed senior notes due September 15, 2023 (the “Series E Notes”), which were drawn on September 15, 2016.

The operating partnership may prepay at any time all or, from time to time, any part of the note purchase agreements in an amount not less than 5% of the aggregate principal amount of any series of note purchase agreements then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a make-whole premium.

The operating partnership’s obligations under note purchase agreements will be fully and unconditionally guaranteed by the Company. Subsidiaries of the Company will also issue unconditional guarantees upon the occurrence of certain conditions, including such subsidiaries providing guarantees under the Amended and Restated Credit Facility Agreement, by and among the operating partnership, the financial institutions party thereto, and Wells Fargo Bank, National Association as administrative agent.

The operating partnership’s ability to borrow under its unsecured loan arrangements remains subject to ongoing compliance with financial and other covenants as defined in their respective agreements. Certain financial covenant ratios are subject to change in the occurrence of material acquisitions as defined in the respective agreements. Other covenants include certain limitations on dividend payouts and distributions, limits on certain types of investments outside of the operating partnership’s primary business and other customary affirmative and negative covenants.

The following table summarizes existing covenants and their covenant levels related to our unsecured revolving credit facility, term loans and note purchase agreements, when considering the most restrictive terms:

The following table summarizes existing covenants and their covenant levels related to our registered senior notes:

The operating partnership was in compliance with its financial covenants as of December 31, ~~2019.~~2020.

Although the rest of the operating partnership’s loans are secured and non-recourse, the operating partnership provides limited customary secured debt guarantees for items such as voluntary bankruptcy, fraud, misapplication of payments and environmental liabilities.

The Company guaranteed the operating partnership’s unsecured debt.

The following table represents a reconciliation from the gross interest expense to the amount on the interest expense line item inon the Consolidated Statements of Operations:

The Company enters into derivatives in order to hedge interest rate risk. The Company had 3 interest rate swaps with aggregate notional amounts of $475.0 million as of December 31, 2020 and 4 interest rate swaps with aggregate notional amounts of $539.5 million as of December 31, ~~2019 and 6 interest rate swaps with aggregate notional amounts of $839.5 million as of December 31, 2018.~~2019. These derivatives were designated as effective cash flow hedges for accounting purposes. The derivative assets are recorded in prepaid expenses and other assets and derivative liabilities are recorded in accounts payable, accrued liabilities and other on the Consolidated Balance Sheets.

On July 29, 2020, the Company entered into an interest rate cap contract, required by the lender, with respect to the Hollywood Media Portfolio loan due August 2022. The aggregate notional amount is $900.0 million as of December 31, 2020. The interest rate cap is not designated under hedge accounting and is accounted for under mark-to-market accounting.

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

The Company’s derivatives are classified as Level 2 and their fair values are derived from estimated values obtained from observable market data for similar instruments.

~~On October 3, 2019, the operating partnership completed an underwritten public offering~~The fair market value of ~~$400.0 million of senior notes due January 15, 2030. The net proceeds from the offering were used to repay the $300.0 million Term loan A due April 1, 2020, therefore, the derivative was terminated~~derivatives is presented on ~~October 4, 2019, which resulted in~~ a ~~cash payment of $393.9 thousand.~~

On ~~January 1, 2018,~~July 31, 2020, the Company ~~early adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. As a result~~paid off the principal outstanding of $64.5 million on the ~~adoption,~~Met Park North mortgage loan. The derivative on the Company is no longer recognizing unrealized gains or losses related to ineffective portions of its derivatives. In 2018, the Company recognized a $231 thousand cumulative-effect adjustment to other comprehensive income, with a corresponding adjustment to the opening balance of retained earnings (accumulated deficit).Met Park North mortgage loan matured on August 1, 2020.

The Company has U.S. Government securities of ~~$140.7~~$135.1 million and ~~$146.9~~$140.7 million as of December 31, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The One Westside and 10850 Pico properties acquisition in 2018 included the assumption of debt that was, in-substance, defeased through the purchase of U.S. Government-backed securities. The securities are investments held to maturity and are carried at amortized cost on the Consolidated Balance Sheets. As of December 31, ~~2019,~~2020, the Company ~~had $3.8~~incurred $5.2 million of gross unrealized gains and 0 gross unrealized ~~losses.~~losses related to the U.S. Government securities.

The following table summarizes the carrying value and fair value of the Company’s securities by the contractual maturity date as of December 31, ~~2019:~~2020:

The Company’s properties are leased to tenants under operating leases with initial term expiration dates ranging from ~~2020~~2021 to ~~2036.~~2040.

The following table summarizes the future minimum base rents (excluding tenant reimbursements for operating expenses and termination fees related to tenants exercising early termination options) for properties as of December 31, ~~2019:~~2020:

The following table summarizes the Company’s ground lease terms related to properties that are held subject to long-term non-cancellable ground lease obligations as of December 31, ~~2019:~~2020:

Contingent rental expense is recorded in the period in which the contingent event becomes probable. The following table summarizes rental expense for ground leases and a corporate office lease:

The following table provides information regarding the Company’s future minimum lease payments for its ground leases (before the impact of extension options, if applicable) as of December 31, ~~2019:~~2020:

The Company’s financial assets and liabilities measured and reported at fair value on a recurring basis include the following as of:

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of fair value, using Level 1 inputs, because of the short-term nature of these instruments. Fair ~~value~~

The table below represents the carrying value and fair value of the Company’s investment in securities and debt as of:

The Company’s 2010 Incentive Plan permits the Company’s board of directors (the “Board”) to grant, among other things, restricted stock, restricted stock units, operating partnership performance units and performance-based awards. As of December 31, ~~2019, 2.0~~2020, 2.7 million common shares were available for grant under the 2010 Plan. The calculation of shares available for grant is determined after taking into account unvested restricted stock, unvested operating partnership performance units, unvested RSUs, awards under our one-time retention performance-based awards and awards under our outstanding outperformance programs, assuming the maximum bonus pool eligible ultimately is earned and based on a stock price of ~~$37.65.~~$24.02.

The Board awards restricted shares to non-employee Board members on an annual basis as part of such Board members’ annual compensation and to newly elected non-employee board members in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter, in conjunction with the director’s election to the Board and the individual share awards vest in equal annual installments over the applicable service vesting period, which is three years.

During the year ended December 31, 2020, certain non-employee Board members elected to receive operating partnership performance units in lieu of their annual cash retainer fees. These awards were issued in the fourth quarter and were fully-vested upon their issuance.

The Board awards time-based restricted shares or time-based operating partnership performance units to certain employees on an annual basis as part of the employees’ annual compensation. These time-based awards are generally issued in the fourth quarter and vest in equal annual installments over the applicable service vesting period, which is generally three years. Additionally, certain awards are subject to a mandatory holding period upon vesting if the grantee is a named executive officer.

During the year ended December 31, 2020, certain employees elected to receive operating partnership performance units in lieu of their annual cash bonus. These awards were issued in the fourth quarter and were fully-vested upon their issuance.

The compensation committee of our Board (the “Compensation Committee”) ~~annually adopts~~adopted a Hudson Pacific Properties, Inc. Outperformance Program (“OPP Plan”) under the 2010 ~~Plan.~~Plan through 2019. With respect to OPP Plan awards granted through 2016, to the extent an award is earned following the completion of a ~~three-year~~three-year performance period, 50% of the earned award will vest in full at the end of the ~~three-year~~three-year performance period and 50% of the earned award will vest in equal annual installments over the two years thereafter, subject to the participant’s continued employment. OPP Plan awards are settled in common stock and, in the case of certain executives, in operating partnership performance units. Commencing with the 2017 OPP Plan, the ~~two-year~~two-year post performance vesting period was replaced with a ~~two-year~~two-year mandatory holding period upon vesting. ~~In February 2019,~~

Beginning in 2020, the Compensation Committee adopted an annual Hudson Pacific Properties, Inc. Performance Stock Unit Plan (“PSU Plan”) under the ~~2019 OPP~~2010 Plan. ~~The 2019 OPP Plan is substantially similar to the 2018 OPP Plan except for (i) the performance period beginning on~~Effective January 1, ~~2019 and ending on December 31, 2021 and (ii) the maximum bonus pool is $28.0 million.~~

The stock-based compensation is valued based on the quoted closing price of the Company’s common stock on the applicable grant date and discounted for the hold restriction in accordance with ASC 718. The stock-based compensation is amortized through the final vesting period on a straight-line basis. Forfeitures of awards are recognized as they occur.

The following table outlines key components of the 2020 PSU Plan:

The stock-based compensation cost of the 2020 PSU Plan was valued in accordance with ASC 718 utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The stock-based compensation is amortized through the final vesting period under a graded vesting expense recognition schedule. Forfeitures of awards are recognized as they occur.

The per unit fair value of the 2020 PSU awards granted was estimated on the date of grant using the following assumptions in the Monte Carlo simulation:

An award under the OPP Plan is ultimately earned to the extent the Company outperforms a predetermined ~~total shareholder return (“TSR”)~~TSR goal and/or achieves goals with respect to the outperformance of its peers in a particular REIT index. The ultimate aggregate award cannot exceed the predetermined maximum bonus pool. The following table outlines key components of the 2019 and 2018 OPP Plans:

The stock-based compensation costs of the OPP Plans were valued in accordance with ASC 718 utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The stock-based compensation is amortized through the final vesting period under a graded vesting expense recognition schedule. Forfeitures of awards are recognized as they occur.

The per unit fair value of OPP ~~award~~awards granted was estimated on the date of grant using the following assumptions in the Monte Carlo ~~valuation:~~simulation:

At the end of each year in the ~~four-year~~four-year performance period and over the ~~four-year~~four-year performance period, the ultimate award is earned if the Company outperforms a predetermined TSR goal and/or achieves goals with respect to its outperformance of its peers in a particular REIT index.

The stock-based compensation costs were valued in accordance with ASC 718, utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The stock-based compensation is amortized through the final vesting period under a graded vesting expense recognition schedule. Forfeitures of awards are recognized as they occur. These awards were fully-vested as of December 31, 2019.

The per unit fair value of one-time retention ~~award~~awards granted was estimated on the date of grant using the following assumptions in the Monte Carlo ~~valuation:~~simulation:

The following table summarizes the activity and status of all unvested stock awards:

Year Ended December 31, Non-Vested Shares Issued Weighted Average Grant-Date Fair Value Vested Shares Total Vest-Date Fair Value (in thousands)
2019 247,521 $ 35.50 (470,019) $ 17,009
2018 190,557 $ 29.53 (571,481) $ 16,735
2017 918,884 $ 34.37 (705,508) $ 24,155

The following table presents the classification and amount recognized for stock-based compensation related to the Company’s awards:

As of December 31, ~~2019,~~2020, total unrecognized compensation cost related to unvested share-based payments was ~~$35.6 million, and~~$44.8 million. It is expected to be recognized over a weighted-average period of two years.

The Company calculates basic earnings per share by dividing the net income or loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. The Company calculates diluted earnings per share by dividing the diluted net income or loss available to common stockholders for the period by the weighted average number of common shares and dilutive instruments outstanding during the period using the treasury stock method or the if-converted method, whichever is more dilutive. Unvested time-based restricted stock awards, unvested time-based performance unit awards and unvested ~~OPP~~ RSUs that contain ~~nonforfeitable~~non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method.

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted earnings per share for net income available to common stockholders:

The ~~Company~~operating partnership calculates basic earnings per ~~share~~unit by dividing the net income or loss available to common unitholders for the period by the weighted average number of common units outstanding during the period. The Company calculates diluted earnings per ~~share~~unit by dividing the diluted net income or loss available to common unitholders for the period by the weighted average number of common units and dilutive instruments outstanding during the period using the treasury stock method or the if-converted method, whichever is more dilutive. Unvested time-based restricted ~~stock~~unit awards, unvested time-based performance unit awards and unvested ~~OPP~~ RSUs that contain ~~nonforfeitable~~non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per unit pursuant to the two-class method.

As of December 31, 2020 and 2019, there were 392,598 series A preferred units of partnership interest in the operating partnership, or series A preferred units, which are not owned by the Company. ~~On April 16, 2018, 14,468~~These series A preferred units ~~of partnership interest were redeemed for cash~~are entitled to preferential distributions at a ~~redemption price~~rate of 6.25% per annum on the liquidation preference of $25.00 per ~~share, plus accrued and unpaid dividends to, but not including, the date of redemption.~~

On March 1, 2018, the Company entered into a joint venture agreement with Macerich ~~WSP, LLC (“Macerich”)~~ to form the HPP-MAC ~~WSP, LLC (“HPP-MAC JV”).~~JV. On August 31, 2018, Macerich contributed Westside Pavilion to the HPP-MAC JV. The Company has a 75% interest in the joint venture that owns the One Westside and 10850 Pico properties. The Company has a put right, after a specified time, to sell its interest at fair market value. Macerich has a put right, after a specified time, to sell its interest at fair market value, which is a redemption right that is not solely within the control of the Company. ~~The put right is not currently redeemable.~~ Therefore, the non-controlling interest related to this joint venture is included as temporary equity. ~~Once the redemption~~The put right is ~~probable, the carrying amount will be marked to market with the change in value reflected in additional paid-in capital.~~not currently redeemable.

The table below presents the activity related to Hudson Pacific Properties, Inc.’s accumulated other comprehensive (loss) income (“OCI”):

The table below presents the activity related to Hudson Pacific Properties, LP’s accumulated OCI:

Common units of the operating partnership and shares of common stock of the Company have essentially the same economic characteristics, as they share equally in the total net income or loss distributions of the operating partnership. Investors who own common units have the right to cause the operating partnership to repurchase any or all of their common units for cash equal to the then-current market value of one share of common stock or, at the Company’s election, issue shares of the Company’s common stock in exchange for common units on a ~~one-for-one~~1-for-one basis.

Performance units are partnership interests in the operating partnership. Each performance unit awarded will be deemed equivalent to an award of one share of common stock under the 2010 Plan, reducing the availability for other equity awards on a 1-for-one basis. Under the terms of the performance units, the operating partnership will revalue its assets for tax purposes upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of performance units to equalize the capital accounts of such holders with the capital accounts of common unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with common unitholders, performance units are convertible into common units in the operating partnership on a ~~one-for-one~~1-for-one basis.

The following table summarizes the ownership interest in the operating partnership, excluding unvested restricted units as of:

During the years ended December 31, 2020 and 2019, 409,225 and 360,889 performance units, respectively, were granted and vested related to various performance-based awards to our employees and directors. NaN performance units were granted during the year ended December 31, 2018.

During the year ended December 31, 2019, ~~360,889 performance~~18,076 common units ~~were granted and vested related to the completion~~ of ~~the 2016 OPP performance period and the 2018 employee grants.~~

The Company has not completed any common stock offerings ~~in 2018~~during the years ended December 31, 2020, 2019 and ~~2019.~~2018.

~~There have been 0 repurchases in 2019. On March 8, 2018, the Board increased the~~The Company is authorized ~~share~~to repurchase ~~program~~shares of its common stock up to a total of $250.0 ~~million. In November~~million of its common stock under the share repurchase program. During the year ended December 31, 2020, the Company repurchased 3.5 million shares at a weighted average price of $23.00 per share for $80.1 million, before transaction costs. NaN shares were repurchased during the year ended December 31, 2019. During the year ended December 31, 2018, the Company repurchased 1.6 million shares ~~for~~at a weighted average price of $30.48 per share for $50.0 ~~million.~~million, before transaction costs. Since the commencement of the program through December 31, 2020, a cumulative total of $130.1 million had been repurchased. Share repurchases are accounted for on the trade date. The Company may make repurchases under the program at any time in its discretion, subject to market conditions, applicable legal requirements and other factors.

The Board declared dividends on a quarterly basis and the Company paid the dividends during the quarters in which the dividends were declared. The following table summarizes dividends declared and paid for the periods presented:

Earnings and profits, which determine the taxability of distributions to stockholders, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition, compensation expense and the basis of depreciable assets and estimated useful lives used to compute depreciation.

The Company’s dividends related to its common stock will be classified for U.S. federal income tax purposes as follows (unaudited):

The Company’s reporting segments are based on the Company’s method of internal reporting, which classifies its operations into 2 reporting segments: (i) office properties and (ii) studio properties. The Company evaluates performance based upon net operating income of the combined properties in each segment. General and administrative expenses and interest expense are not included in segment profit as our internal reporting addresses these items on a corporate level. Asset information by segment is not reported because the Company does not use this measure to assess performance or make decisions to allocate ~~resources,~~resources; therefore, depreciation and amortization expense is not allocated among segments.

~~F-48~~

The table below is a reconciliation of the total profit from all segments to net income attributable to common stockholders:

The Company ~~did not receive any proceeds from~~has entered into employment agreements with certain executive officers, effective January 1, 2020, that provide for various severance and change in control benefits and other terms and conditions of employment.

On July 30, 2020, funds affiliated with Blackstone acquired a 49% interest in the ~~sale of~~Hollywood Media Portfolio. The Company retained a 51% ownership stake and remains responsible for day-to-day operations, leasing and development. In conjunction with closing this transaction, the ~~common stock~~joint venture closed a $900.0 million mortgage loan secured by the ~~selling stockholders~~Hollywood Media Portfolio. The Company and Blackstone purchased bonds comprising the loan in the ~~offerings described above but it paid approximately half~~amounts of ~~the expenses of the offerings with respect to the shares of common stock sold by the Farallon Funds~~$107.8 million and ~~all of the expenses with respect to the shares of common stock sold by Blackstone, in each case, other than underwriting discounts, which were borne by the selling stockholders.~~$12.5 million, respectively.

On October 5, 2018, the Company entered into an agreement to invest in a real estate technology venture capital fund. The Company is committed to funding up to $20.0 million. As of December 31, ~~2019,~~2020, the Company has contributed ~~$2.8~~$4.2 million, net of distributions, to this fund with ~~$17.2~~$15.8 million remaining to be contributed.

From time to time, the Company is party to various lawsuits, claims and other legal proceedings arising out of, or incident to, the ordinary course of business. Management believes, based in part upon consultation with legal counsel, that the ultimate resolution of all such claims will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. As of December 31, ~~2019,~~2020, the risk of material loss from such legal actions impacting the Company’s financial condition or results from operations has been assessed as remote.

As of December 31, ~~2019,~~2020, the Company has outstanding letters of credit totaling approximately $3.4 million under the unsecured revolving credit facility. The letters of credit are primarily related to utility company security deposit requirements.

Supplemental cash flow information for Hudson Pacific Properties, Inc. is included as follows:

Supplemental cash flow information for Hudson Pacific Properties, L.P. is included as follows:

The aggregate gross cost of property included above for federal income tax purposes approximated ~~$7.0~~$8.0 billion, unaudited as of December 31, ~~2019.~~2020.

The following table reconciles the historical cost of total real estate held for investment and accumulated depreciation from January 1, ~~2017~~2018 to December 31, ~~2019:~~2020:


~~Registrant~~						~~Title of each class~~
~~Hudson Pacific Properties, L.P.~~						~~Common Units Representing Limited Partnership Interests~~


Large accelerated filer x						Accelerated filer o

Non-accelerated filer o						Smaller reporting company ☐
						Emerging growth company ☐


Large accelerated filer o						Accelerated filer o

Non-accelerated filer x						Smaller reporting company ☐
						Emerging growth company ☐


				Percent Occupied⁽²⁾			Percent Leased⁽³⁾			Annualized Base Rent⁽⁴⁾				Annualized Base Rent Per Square Foot⁽⁵⁾
Location								Location				Submarket					Square Feet(1)			Percent Occupied(2)				Percent Leased(3)			Annualized Base Rent(4)				Annualized Base Rent Per Square Foot(5)
	Location	Submarket	Square Feet⁽¹⁾			Percent Occupied⁽²⁾					Percent Leased⁽³⁾				Annualized Base Rent⁽⁴⁾								Annualized Base Rent Per Square Foot⁽⁵⁾																Annualized Base Rent(4)	Annualized Base Rent Per Square Foot(5)
Same-store:	Same-store:							Same-store:
Greater Seattle, Washington	Greater Seattle, Washington															Greater Seattle, Washington
Northview Center	Northview Center	Lynnwood	182,009	80.1	%			80.1	%				$	3,229,710		$	22.15	Northview Center			Lynnwood				182,009			63.6		%		63.6		%	$	2,730,690	$	23.60
Met Park North	Met Park North	Denny Triangle	183,355	100.0			100.0			5,581,789				30.44	Met Park North			Denny Triangle				183,355				100.0			100.0				5,723,658			31.22
Hill7(6)															Hill7(6)			Denny Triangle				285,310				99.1			99.1				11,023,376			39.01
450 Alaskan															450 Alaskan			Pioneer Square				170,974				95.4			95.4				6,700,074			41.08
411 First	411 First	Pioneer Square	163,768	85.0			85.0			4,228,683				30.39	411 First			Pioneer Square				163,768				87.3			89.6				4,987,839			34.90
505 First	505 First	Pioneer Square	288,009	100.0			100.0			7,024,518				24.39	505 First			Pioneer Square				288,009				100.0			100.0				7,260,428			25.21
83 King	83 King	Pioneer Square	183,939	96.4			96.4			7,241,685				40.84	83 King			Pioneer Square				183,939				91.5			91.5				7,226,240			42.94
Subtotal	Subtotal		1,001,080	93.3			93.3			27,306,385				29.25	Subtotal							1,457,364				92.2			92.5				45,652,305			33.97
San Francisco Bay Area, California	San Francisco Bay Area, California																		San Francisco Bay Area, California
1455 Market⁽⁶⁾	1455 Market⁽⁶⁾	San Francisco	1,034,977	99.2			99.2			51,506,914				50.15	1455 Market(6)			San Francisco				1,034,977				99.3			99.3				54,373,248			52.92
275 Brannan	275 Brannan	San Francisco	57,120	100.0			100.0			3,459,968				60.57	275 Brannan			San Francisco				57,120				100.0			100.0				4,646,712			81.35
625 Second	625 Second	San Francisco	138,094	100.0			100.0			8,630,715				62.50	625 Second			San Francisco				138,094				100.0			100.0				8,299,424			60.10
875 Howard	875 Howard	San Francisco	286,003	100.0			100.0			14,915,914				52.15	875 Howard			San Francisco				286,003				99.9			99.9				15,353,671			53.74
901 Market	901 Market	San Francisco	205,530	100.0			100.0			12,393,922				60.30	901 Market			San Francisco				205,530				100.0			100.0				12,764,083			62.10
Rincon Center⁽⁷⁾	Rincon Center⁽⁷⁾	San Francisco	545,754	96.4			96.4			30,325,912				57.66	Rincon Center(7)			San Francisco				539,461				96.4			96.4				32,086,340			61.68
Ferry Building(6)															Ferry Building(6)			San Francisco				268,018				92.9			92.9				21,279,024			85.50
Towers at Shore Center	Towers at Shore Center	Redwood Shores	334,483	91.9			94.8			21,102,354				68.66	Towers at Shore Center			Redwood Shores				334,483				91.1			91.1				21,772,467			71.45
Skyway Landing	Skyway Landing	Redwood Shores	247,173	97.1			97.1			12,577,564				52.39	Skyway Landing			Redwood Shores				247,173				80.8			80.8				11,529,578			57.70
555 Twin Dolphin	555 Twin Dolphin	Redwood Shores	198,936	87.9			87.9			9,950,892				56.87	555 Twin Dolphin			Redwood Shores				198,936				84.7			84.7				10,645,308			63.15
3176 Porter		Palo Alto	42,899	100.0			100.0			3,195,129				74.48
3400 Hillview		Palo Alto	207,857	100.0			100.0			14,571,358				70.10
Clocktower Square		Palo Alto	100,344	44.7			44.7			3,950,874				88.09
Foothill Research Center		Palo Alto	195,376	100.0			100.0			14,037,570				71.85
Page Mill Center		Palo Alto	176,245	64.1			64.1			8,429,895				74.64
Page Mill Hill		Palo Alto	182,676	88.2			92.5			11,841,560				73.53
1740 Technology		North San Jose	206,879	99.6			99.6			8,284,100				40.20
Concourse		North San Jose	944,386	95.4			96.4			34,010,453				37.75
Skyport Plaza		North San Jose	418,086	96.2			96.2			14,955,161				37.18
Subtotal			5,522,818	94.8			95.3			278,140,255				53.12
Los Angeles, California
6922 Hollywood		Hollywood	202,528	99.9			99.9			10,434,964				51.58
6040 Sunset		Hollywood	114,958	100.0			100.0			5,592,201				48.65
ICON		Hollywood	325,757	100.0			100.0			18,874,176				57.94
3401 Exposition		West Los Angeles	63,376	100.0			100.0			2,953,500				46.60
10900 Washington		West Los Angeles	9,919	100.0			100.0			435,642				43.92
10950 Washington		West Los Angeles	159,198	100.0			100.0			6,925,613				43.50


				Percent Occupied⁽²⁾		Percent Leased⁽³⁾		Annualized Base Rent⁽⁴⁾		Annualized Base Rent Per Square Foot⁽⁵⁾
Location	Location	Submarket	Square Feet⁽¹⁾															Location			Submarket		Square Feet(1)	Percent Occupied(2)	Percent Leased(3)	Annualized Base Rent(4)	Annualized Base Rent Per Square Foot(5)
Location												Location		Submarket			Square Feet(1)
																333,254			88.1			88.1		26,530,599	90.33
3176 Porter												3176 Porter				Palo Alto				42,899			100.0	100.0	3,290,983	76.71
3400 Hillview												3400 Hillview		Palo Alto			207,857				100.0		100.0	15,008,606	72.21
Clocktower Square												Clocktower Square		Palo Alto			100,655				44.6		100.0	4,069,401	90.73
Foothill Research Center												Foothill Research Center		Palo Alto			195,385				100.0		100.0	14,291,460	73.15
Page Mill Center(8)												Page Mill Center(8)		Palo Alto			94,542				100.0		100.0	6,074,841	64.26
Page Mill Hill												Page Mill Hill		Palo Alto			182,676				82.0		82.0	11,704,377	78.14
Gateway												Gateway		North San Jose			609,093				87.3		87.3	22,287,416	41.90
1740 Technology												1740 Technology		North San Jose			206,879				99.5		99.5	8,597,223	41.76
Concourse												Concourse		North San Jose			944,386				92.0		92.2	34,413,114	39.61
Skyport Plaza												Skyport Plaza		North San Jose			418,086				96.2		96.2	15,256,242	37.92
Techmart												Techmart		Santa Clara			284,440				78.8		78.8	10,938,343	48.77
Subtotal												Subtotal					6,929,947				92.6		93.5	365,212,460	56.90

Los Angeles, California												Los Angeles, California
6922 Hollywood												6922 Hollywood		Hollywood			202,528				75.7		75.7	8,290,673	54.06
6040 Sunset(9)												6040 Sunset(9)		Hollywood			114,958				100.0		100.0	6,414,656	55.80
ICON(9)												ICON(9)		Hollywood			326,792				100.0		100.0	19,492,518	59.65
CUE(9)												CUE(9)		Hollywood			94,386				100.0		100.0	5,696,484	60.35
604 Arizona												604 Arizona		West Los Angeles			44,260				100.0		100.0	3,129,220	70.70
3401 Exposition												3401 Exposition		West Los Angeles			63,376				100.0		100.0	3,042,105	48.00
10900 Washington												10900 Washington		West Los Angeles			9,919				100.0		100.0	448,736	45.24
10950 Washington												10950 Washington		West Los Angeles			159,198				100.0		100.0	7,133,760	44.81
11601 Wilshire												11601 Wilshire		West Los Angeles			500,475				89.6		92.7	20,954,152	46.73
Element LA	Element LA	West Los Angeles	284,037	100.0		100.0		16,838,535		59.28		Element LA		West Los Angeles			284,037				100.0		100.0	17,343,691	61.06
Del Amo		Torrance	113,000	100.0		100.0		3,327,208		29.44
Subtotal	Subtotal		1,272,773	100.0		100.0		65,381,839		51.38		Subtotal					1,799,929				94.4		95.2	91,945,995	54.13
Total same-store	Total same-store		7,796,671	95.5		95.8		370,828,479		49.82		Total same-store					10,187,240				92.9		93.6	502,810,760	53.15

NON-SAME-STORE	NON-SAME-STORE											NON-SAME-STORE
Vancouver, British Columbia	Vancouver, British Columbia														Vancouver, British Columbia
Bentall Centre⁽⁸⁾		Downtown Vancouver	1,477,142	89.5		96.3		34,389,306		26.01
Bentall Centre(10)												Bentall Centre(10)		Downtown Vancouver			1,488,266				97.8		98.4	40,724,699	27.97
Subtotal	Subtotal		1,477,142	89.5		96.3		34,389,306		26.01		Subtotal					1,488,266				97.8		98.4	40,724,699	27.97
Greater Seattle, Washington	Greater Seattle, Washington											Greater Seattle, Washington
Hill7⁽⁶⁾		Denny Triangle	285,310	100.0		100.0		10,901,893		38.21
450 Alaskan		Pioneer Square	170,974	95.4		95.4		6,526,897		40.02
1918 Eighth(6)												1918 Eighth(6)		Denny Triangle			668,109				98.1		99.6	20,075,870	30.62
Subtotal	Subtotal		456,284	98.3		98.3		17,428,790		38.87		Subtotal					668,109				98.1		99.6	20,075,870	30.62
San Francisco Bay Area, California	San Francisco Bay Area, California														San Francisco Bay Area, California
Ferry Building⁽⁶⁾		San Francisco	268,018	98.5		98.7		24,803,695		93.93
Palo Alto Square		Palo Alto	333,254	97.8		98.9		28,984,513		88.89
Techmart		Santa Clara	284,440	97.3		97.3		13,210,533		47.74
Metro Plaza⁽⁹⁾		North San Jose	439,297	92.6		95.4		16,549,963		40.70
Gateway		North San Jose	609,093	95.7		96.9		23,306,752		39.99
Metro Plaza(11)												Metro Plaza(11)		North San Jose			408,594				91.0		91.0	15,912,333	42.78
Shorebreeze												Shorebreeze		Redwood Shores			230,932				89.0		89.0	13,009,783	63.26
Subtotal	Subtotal		1,934,102	96.0		97.2		106,855,456		57.56		Subtotal					639,526				90.3		90.3	28,922,116	50.07
Los Angeles, California	Los Angeles, California											Los Angeles, California
EPIC		Hollywood	302,102	100.0		100.0		20,786,585		68.81
CUE		Hollywood	94,386	100.0		100.0		5,530,567		58.60
604 Arizona		West Los Angeles	44,260	100.0		100.0		3,023,401		68.31
11601 Wilshire		West Los Angeles	500,475	94.9		96.4		21,656,496		45.60
EPIC(9)												EPIC(9)		Hollywood			301,127				100.0		100.0	20,597,087	68.40
Fourth & Traction	Fourth & Traction	Downtown Los Angeles	131,701	93.5		100.0		5,238,665		42.56		Fourth & Traction		Downtown Los Angeles			131,701				93.5		100.0	5,383,660	43.74
Maxwell		Downtown Los Angeles	102,963	94.8		94.8		4,818,976		49.39
Maxwell(12)												Maxwell(12)		Downtown Los Angeles			102,963				94.8		94.8	—	—
10850 Pico(13)												10850 Pico(13)		West Los Angeles			55,650				100.0		100.0	2,179,567	39.17
Subtotal	Subtotal		1,175,887	96.6		98.0		61,054,690		53.73		Subtotal					591,441				97.6		99.1	28,160,314	48.77
Total non-same-store	Total non-same-store			5,043,415		94.4		97.2		219,728,242			46.13		Total non-same-store						3,387,342		96.4	97.2	117,882,999	36.09
Total stabilized	Total stabilized		12,840,086	95.1		96.4		590,556,721		48.38		Total stabilized					13,574,582				93.8		94.5	620,693,759	48.77
Company’s Share of Total Stabilized	Company’s Share of Total Stabilized			10,943,635		95.4		96.2		523,799,650			50.18		Company’s Share of Total Stabilized						10,944,413		92.7	93.5	513,952,560	50.67

LEASE-UP
Greater Seattle, Washington
95 Jackson		Pioneer Square	35,904	74.3		74.3		1,077,904		40.43
Subtotal			35,904	74.3		74.3		1,077,904		40.43
San Francisco Bay Area, California
Metro Center		Foster City	736,986	75.1		82.0		33,029,663		59.70
333 Twin Dolphin		Redwood Shores	182,789	68.9		74.9		7,307,552		57.99
Shorebreeze		Redwood Shores	230,932	88.7		90.0		12,266,027		59.91
Subtotal			1,150,707	76.8		82.4		52,603,242		59.51
Los Angeles, California
10850 Pico⁽¹⁰⁾		West Los Angeles	95,987	84.9		84.9		2,685,391		32.96
Subtotal			95,987	84.9		84.9		2,685,391		32.96
Total lease-up			1,282,598	77.4		82.4		56,366,537		56.81
TOTAL IN-SERVICE			14,122,684	93.5	%	95.1	%	$	646,923,258	$	49.02


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Property					Company’s Share
Tenant⁽¹⁾			Lease Expiration		Total Leased Square Feet		Total Leased Square Feet			Percent of Rentable Square Feet			Annualized Base Rent⁽²⁾			Percent of Annualized Base Rent
Netflix, Inc.	Various	9/30/2031		722,245	(3)	722,245		5.7	%		$	45,191,328		7.8	%
Google, Inc.	Various	Various		593,558	(4)	574,949		4.5	%		42,717,123			7.4	%
Nutanix, Inc.	Various	5/31/2024		429,045	(5)	429,045		3.4	%		17,021,086			2.9	%
Riot Games, Inc.	Element LA	3/31/2030		284,037	(6)	284,037		2.2	%		16,838,535			2.9	%
Qualcomm	Skyport Plaza	7/31/2022		376,817		376,817		2.9	%		14,080,898			2.4	%
Salesforce.com	Rincon Center	Various		265,394	(7)	265,394		2.1	%		13,845,682			2.4	%
Square, Inc.	1455 Market	9/27/2023		469,056	(8)	257,981		2.0	%		12,614,197			2.2	%
WeWork Companies Inc.	Various	Various		379,876	(9)	208,411		1.6	%		10,608,732			1.8	%
Dell EMC Corporation	Various	Various		294,756	(10)	294,756		2.3	%		10,578,595			1.8	%
Uber Technologies, Inc.	1455 Market	2/28/2025		325,445	(8)	178,995		1.4	%		9,090,854			1.6	%
NFL Enterprises	Various	12/31/2023		167,606	(11)	167,606		1.3	%		7,361,255			1.3	%
Regus	Various	Various		150,081	(12)	150,081		1.2	%		6,588,011			1.1	%
GitHub, Inc.	Various	6/30/2025		92,450	(13)	92,450		0.7	%		5,776,331			1.0	%
Stanford	Various	Various		69,295	(14)	69,295		0.5	%		5,731,253			1.0	%
Technicolor Creative Services USA, Inc.	6040 Sunset	5/31/2032		114,958	(15)	114,958		0.9	%		5,592,201			1.0	%
TOTAL				4,734,619		4,187,020		32.7	%		$	223,636,081		38.6	%


	Tenant(1)	Property	Lease Expiration	Total Occupied Square Feet		Company’s Share
						Total Occupied Square Feet	Percent of Rentable Square Feet		Annualized Base Rent(2)		Percent of Annualized Base Rent
1	Google, Inc.	Various	Various	640,726	(3)	622,117	4.9	%	$	47,709,365	8.6	%
2	Netflix, Inc.	Various	9/30/2031	722,305	(4)	368,376	2.9		23,350,905		4.2
3	Nutanix, Inc.	Various	5/31/2024	439,406	(5)	439,406	3.5		17,964,505		3.2
4	Riot Games, Inc.	Element LA	3/31/2030	284,037	(6)	284,037	2.2		17,343,691		3.1
5	Qualcomm	Skyport Plaza	7/31/2022	376,817		376,817	3.0		14,505,947		2.6
6	Salesforce.com	Rincon Center	Various	265,394	(7)	265,394	2.1		14,140,695		2.5
7	Amazon	Various	Various	700,917	(8)	448,425	3.5		13,546,786		2.4
8	Square, Inc.	1455 Market(9)	9/27/2023	469,056		257,981	2.0		12,973,776		2.3
9	Dell EMC Corporation	Various	Various	311,795	(10)	311,795	2.5		12,198,893		2.2
10	Uber Technologies, Inc.	1455 Market(9)	2/28/2025	325,445		178,995	1.4		9,363,617		1.7
11	NFL Enterprises	Various	12/31/2023	167,606	(11)	167,606	1.3		7,582,495		1.4
12	GitHub, Inc.	Various	6/30/2025	92,450	(12)	92,450	0.7		6,554,532		1.2
13	Regus	Various	Various	150,081	(13)	150,081	1.2		6,537,247		1.2
14	Weil, Gotshal & Manges LLP	Towers at Shore Center	8/31/2026	76,278		76,278	0.6		5,580,351		1.0
15	WeWork Companies Inc.	Various	Various	374,542	(14)	203,077	1.6		5,425,467		1.0
	TOTAL			5,396,855		4,242,835	33.4	%	$	214,778,272	38.6	%


					Company’s Share									Company’s Share
Industry⁽¹⁾	Industry⁽¹⁾	Square Feet⁽²⁾⁽³⁾	Annualized Base Rent as Percent of Total		Square Feet⁽²⁾⁽⁴⁾	Annualized Base Rent as Percent of Total		Industry(1)	Square Feet(2)(3)		Annualized Base Rent as Percent of Total		Square Feet(2)(4)		Annualized Base Rent as Percent of Total
Technology	Technology	4,875,074	37.7	%	4,373,555	37.8	%	Technology	4,861,008		37.9	%	4,290,135		40.1	%
Media and Entertainment	Media and Entertainment	1,830,500	15.7		1,752,533	17.1		Media and Entertainment	1,789,641		15.6		1,308,040		13.4
Business Services	Business Services	1,372,628	10.2		1,107,136	9.7		Business Services	1,343,008	(5)	9.3		1,073,228	(6)	9.2
Legal	Legal	755,991	7.5		691,973	8.1		Legal	707,089		7.2		645,855		8.2
Financial Services	Financial Services	1,095,338	8.0		812,151	7.3		Financial Services	1,163,792		8.3		824,816		7.7
Retail								Retail	1,256,072	(7)	6.5		952,442	(8)	6.0
Other	Other	758,827	5.4		583,082	5.2		Other	727,231		5.2		561,164		5.5
Retail		742,203	4.9		681,671	4.8
Real Estate	Real Estate	458,607	2.8		249,684	2.1		Real Estate	491,764		3.1		263,231		2.4
Healthcare	Healthcare	190,612	1.7		179,511	1.8		Healthcare	210,236		1.9		199,085		2.2
Insurance	Insurance	293,415	1.8		238,617	1.8		Insurance	247,377		1.6		192,579		1.7
Educational	Educational	177,997	1.6		173,042	1.7		Educational	161,567		1.2		156,612		1.5
Government	Government	292,218	1.6		228,385	1.4		Government	264,441		1.6		200,177		1.4
Advertising	Advertising	174,978	1.1		170,559	1.2		Advertising	60,075		0.6		55,656		0.7
Total	Total	13,018,388	100.0	%	11,241,899	100.0	%	Total	13,283,301		100.0	%	10,723,020		100.0	%


						Company’s Share											Company’s Share
Square Feet Under Lease	Square Feet Under Lease	Number of Leases	Total Leased Square Feet	Annualized Base Rent⁽¹⁾		Number of Leases	Total Leased Square Feet	Annualized Base Rent⁽¹⁾		Square Feet Under Lease	Number of Leases	Total Leased Square Feet	Annualized Base Rent(1)		Number of Leases	Total Leased Square Feet	Annualized Base Rent(1)
10,000 or Less	10,000 or Less	766	2,643,560	$	127,297,956	799	2,367,071	$	117,524,942	10,000 or Less	663	2,363,208	$	115,181,319	695	2,113,311	$	107,082,076
10,001-25,000	10,001-25,000	127	1,997,010	97,450,238		107	1,694,812	94,068,139		10,001-25,000	118	1,877,843	90,492,801		100	1,566,954	85,376,524
25,001-50,000	25,001-50,000	63	2,299,215	126,648,928		57	2,030,669	111,606,551		25,001-50,000	57	2,126,840	123,413,532		53	1,910,761	111,327,238
50,001-100,000	50,001-100,000	27	1,954,689	90,982,167		22	1,608,170	78,235,537		50,001-100,000	31	2,278,210	106,707,088		24	1,752,662	86,040,390
Greater than 100,000	Greater than 100,000	21	4,123,914	204,543,970		19	3,541,177	178,059,671		Greater than 100,000	21	4,637,200	228,830,200		18	3,379,332	168,057,513
Building Management Use	Building Management Use	28	179,877	—		28	168,706	—		Building Management Use	35	190,707	—		35	165,499	—
Signed Leases Not Commenced	Signed Leases Not Commenced	30	816,210	47,162,947		30	589,580	35,407,702		Signed Leases Not Commenced	14	691,005	43,462,205		14	533,377	33,910,362
Total	Total	1,062	14,014,475	$	694,086,206	1,062	12,000,185	$	614,902,542	Total	939	14,165,013	$	708,087,145	939	11,421,896	$	591,794,103


				Company’s Share																											Company’s Share
Year of Lease Expiration	Year of Lease Expiration	Number of Leases Expiring⁽¹⁾	Square Footage of Expiring Leases⁽²⁾⁽³⁾	Square Footage of Expiring Leases⁽²⁾⁽⁴⁾	Percent of Office Portfolio Square Feet		Annualized Base Rent⁽²⁾		Percentage of Office Portfolio Annualized Base Rent		Annualized Base Rent Per Leased Square Foot⁽⁵⁾		Annualized Base Rent at Expiration		Annualized Base Rent Per Lease Square Foot at Expiration⁽⁶⁾		Year of Lease Expiration	Number of Leases Expiring(1)	Square Footage of Expiring Leases(2)(3)	Square Footage of Expiring Leases(2)(4)	Percent of Office Portfolio Square Feet		Annualized Base Rent(2)		Percentage of Office Portfolio Annualized Base Rent		Annualized Base Rent Per Leased Square Foot(5)		Annualized Base Rent at Expiration		Annualized Base Rent Per Lease Square Foot at Expiration(6)
Vacant	Vacant		836,005	783,847	6.3	%											Vacant		1,385,737	1,290,600	10.2	%
2019		27	238,630	231,500	1.8		$	9,944,512	1.5	%	$	42.96	$	9,953,317	$	42.99
2020⁽⁷⁾		164	860,539	783,670	6.1		39,223,422		6.4		50.05		40,318,449		51.45
2020																	2020	17	90,936	75,725	0.6		$	3,976,555	0.7	%	$	52.51	$	3,976,552	$	52.51
2021	2021	168	1,492,725	1,324,616	10.4		62,159,559		10.1		46.93		64,397,109		48.62		2021	180	1,451,755	1,320,045	10.4		63,243,523		10.7		47.91		64,102,897		48.56
2022	2022	184	1,539,408	1,359,613	10.7		66,684,400		10.9		49.05		71,869,473		52.86		2022	188	1,634,875	1,426,448	11.2		72,244,934		12.2		50.65		76,215,872		53.43
2023	2023	116	1,802,327	1,396,043	10.9		62,958,328		10.3		45.10		70,219,402		50.30		2023	126	1,856,568	1,437,580	11.3		66,674,198		11.4		46.38		72,220,786		50.24
2024	2024	125	1,820,251	1,623,804	12.7		81,501,949		13.3		50.19		92,914,558		57.22		2024	123	1,804,468	1,607,366	12.7		82,322,671		13.9		51.22		91,600,964		56.99
2025	2025	62	1,452,634	1,173,716	9.2		64,903,856		10.6		55.30		77,392,885		65.94		2025	82	1,622,973	1,311,465	10.3		75,643,914		12.8		57.68		86,032,021		65.60
2026	2026	28	410,873	369,212	2.9		22,075,552		3.6		59.79		26,616,723		72.09		2026	43	597,351	508,136	4.0		29,553,544		5.0		58.16		34,299,588		67.50
2027	2027	22	548,457	474,454	3.7		25,793,343		4.2		54.36		32,706,289		68.93		2027	28	612,778	524,702	4.1		30,036,504		5.1		57.24		35,695,866		68.03
2028	2028	23	644,016	571,892	4.5		35,229,878		5.7		61.60		44,242,176		77.36		2028	22	704,768	630,748	5.0		40,966,681		6.9		64.95		50,119,796		79.46
2029																	2029	16	311,382	217,548	1.7		16,247,673		2.7		74.69		19,897,605		91.46
Thereafter	Thereafter	38	2,168,404	1,905,308	14.9		107,830,990		17.6		56.60		148,751,992		78.07		Thereafter	30	2,567,756	1,646,671	13.0		76,522,538		12.9		46.47		106,069,467		64.41
Building management use(7)	Building management use(7)	28	179,877	168,706	1.3		—		—		—		—		—		Building management use(7)	35	190,707	165,499	1.3		—		—		—		—		—
Signed leases not commenced⁽⁸⁾	Signed leases not commenced⁽⁸⁾	30	816,210	589,580	4.6		35,407,702		5.8		60.06		50,986,167		86.48		Signed leases not commenced(8)	14	691,005	533,377	4.2		33,910,362		5.7		63.58		48,935,826		91.75
Portfolio Total/Weighted Average	Portfolio Total/Weighted Average	1,015	14,810,356	12,755,961	100.0	%	$	613,713,491	100.0	%	$	51.26	$	730,368,540	$	61.01	Portfolio Total/Weighted Average	904	15,523,059	12,695,910	100.0	%	$	591,343,097	100.0	%	$	51.85	$	689,167,240	$	60.43


		Year Ended December 31,											Year Ended December 31,
		2019		2018		2017			2020		2019		2018
Renewals⁽¹⁾	Renewals⁽¹⁾							Renewals(1)
Number of leases	Number of leases	122		101		110		Number of leases	90		122		101
Square feet(2)	Square feet(2)	749,483		1,560,700		865,937		Square feet(2)	459,921		749,483		1,560,700
Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	$	10.78	$	30.39	$	5.46	Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	$	4.40	$	10.78	$	30.39
Leasing commission costs per square foot⁽²⁾⁽³⁾	Leasing commission costs per square foot⁽²⁾⁽³⁾	8.62		15.05		5.63		Leasing commission costs per square foot⁽²⁾⁽³⁾	5.04		8.62		15.05
Total tenant improvement and leasing commission costs⁽²⁾	Total tenant improvement and leasing commission costs⁽²⁾	$	19.40	$	45.44	$	11.09	Total tenant improvement and leasing commission costs⁽²⁾	$	9.44	$	19.40	$	45.44

New leases⁽⁴⁾⁽⁵⁾	New leases⁽⁴⁾⁽⁵⁾							New leases⁽⁴⁾⁽⁵⁾
Number of leases	Number of leases	137		153		135		Number of leases	72		137		153
Square feet	Square feet	1,785,606		1,806,170		1,263,707		Square feet	340,415		1,785,606		1,806,170
Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	$	79.93	$	57.57	$	50.32	Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	$	66.09	$	79.93	$	57.57
Leasing commission costs per square foot⁽²⁾⁽³⁾	Leasing commission costs per square foot⁽²⁾⁽³⁾	23.11		18.61		15.81		Leasing commission costs per square foot⁽²⁾⁽³⁾	12.30		23.11		18.61
Total tenant improvement and leasing commission costs⁽²⁾	Total tenant improvement and leasing commission costs⁽²⁾	$	103.04	$	76.18	$	66.13	Total tenant improvement and leasing commission costs⁽²⁾	$	78.39	$	103.04	$	76.18

TOTAL	TOTAL							TOTAL
Number of leases	Number of leases	259		254		245		Number of leases	162		259		254
Square feet	Square feet	2,535,089		3,366,870		2,129,644		Square feet	800,336		2,535,089		3,366,870
Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	$	60.18	$	44.97	$	32.08	Tenant improvement costs per square foot⁽³⁾⁽⁴⁾	$	29.13	$	60.18	$	44.97
Leasing commission costs per square foot⁽²⁾⁽³⁾	Leasing commission costs per square foot⁽²⁾⁽³⁾	18.97		16.96		11.67		Leasing commission costs per square foot⁽²⁾⁽³⁾	7.95		18.97		16.96
TOTAL TENANT IMPROVEMENT AND LEASING COMMISSION COSTS⁽²⁾	TOTAL TENANT IMPROVEMENT AND LEASING COMMISSION COSTS⁽²⁾	$	79.15	$	61.93	$	43.75	TOTAL TENANT IMPROVEMENT AND LEASING COMMISSION COSTS⁽²⁾	$	37.08	$	79.15	$	61.93


Period	Total Number of Shares Purchased		Average Price Paid Per Share⁽¹⁾		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs⁽²⁾
October 1 - October 31, 2019	—		$	—	N/A
November 1 - November 30, 2019	—		—		N/A
December 1 - December 31, 2019	107,843	⁽³⁾	37.33		N/A
TOTAL	107,843		$	37.33	—


Period	Total Number of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
October 1 - October 31, 2020	—		$	—		—	$	138,137,965
November 1 - November 30, 2020	894,209		20.41			894,209	119,886,344
December 1 - December 31, 2020	88,597	(2)	23.49		(3)	—	119,886,344
TOTAL	982,806		$	20.69		894,209


	Period Ending
Index	12/31/14	12/31/15	12/31/16	12/31/17	12/31/18	12/31/19
Hudson Pacific Properties, Inc.	100.00	95.45	121.08	122.78	107.43	143.26
S&P 500	100.00	101.38	113.51	138.29	132.23	173.86
MSCI U.S. REIT	100.00	102.52	111.34	116.98	111.64	140.48
SNL U.S. REIT Equity	100.00	102.76	111.89	121.25	115.57	148.49
SNL U.S. REIT Office	100.00	100.88	112.58	115.61	95.36	121.57
NAREIT All Equity REITs	100.00	102.83	111.70	121.39	116.48	149.86


	Period Ending
Index	12/31/15	12/31/16	12/31/17	12/31/18	12/31/19	12/31/20
Hudson Pacific Properties, Inc.	100.00	126.86	128.64	112.55	150.09	99.97
S&P 500	100.00	111.96	136.40	130.42	171.49	203.04
MSCI U.S. REIT	100.00	108.60	114.11	108.89	137.03	126.65
SNL U.S. REIT Equity	100.00	108.88	118.00	112.46	144.54	137.09
SNL U.S. REIT Office	100.00	111.59	114.60	94.53	120.51	95.69
FTSE NAREIT All Equity REITs	100.00	108.63	118.05	113.28	145.75	138.28


	Year Ended December 31,
	2019		2018		2017		2016		2015
STATEMENTS OF OPERATIONS DATA
Total office revenues	$	733,735	$	652,517	$	667,110	$	593,236	$	481,718
Total studio revenues	$	84,447	$	75,901	$	61,029	$	46,403	$	39,132
Office operating expenses	$	256,209	$	226,820	$	218,873	$	202,935	$	166,131
Studio operating expenses	$	45,313	$	40,890	$	34,634	$	25,810	$	23,726
Net income (loss)	$	55,846	$	111,781	$	94,561	$	43,758	$	(16,082)



	Year Ended December 31,
	2019		2018		2017		2016		2015
BASIC AND DILUTED PER SHARE AMOUNTS
Net income (loss) attributable to common stockholders—basic	$	0.28	$	0.63	$	0.44	$	0.26	$	(0.19)
Net income (loss) attributable to common stockholders—diluted	$	0.28	$	0.63	$	0.44	$	0.25	$	(0.19)
Weighted average shares of common stock outstanding—basic	154,404,427		155,445,247		153,488,730		106,188,902		85,927,216
Weighted average shares of common stock outstanding—diluted	156,602,408		155,696,486		153,882,814		110,369,055		85,927,216
Dividends declared per common share	$	1.000	$	1.000	$	1.000	$	0.800	$	0.575




	As of December 31,
	2019			2018			2017			2016			2015
BALANCE SHEET DATA⁽¹⁾
Investment in real estate, net	$	6,370,849		$	6,363,906		$	5,889,943		$	6,050,933		$	5,500,462
Total assets	$	7,466,568		$	7,070,879		$	6,622,070		$	6,678,998		$	6,254,035
Unsecured and secured debt, net	$	2,817,910		$	2,623,835		$	2,421,380		$	2,688,010		$	2,260,716
In-substance defeased debt	$	135,030		$	138,223		$	—		$	—		$	—
Joint venture partner debt	$	66,136		$	66,136		$	—		$	—		$	—
Operating lease liability	$	272,701		$	—		$	—		$	—		$	—
Total liabilities	$	3,622,131		$	3,117,793		$	2,700,929		$	2,966,071		$	2,514,821
Redeemable preferred units of the operating partnership	$	9,815		$	9,815		$	10,177		$	10,177		$	10,177
Redeemable non-controlling interest in consolidated real estate entities	$	125,260		$	113,141		$	—		$	—		$	—
Non-controlling interest—units in the operating partnership	$	23,082		$	18,338		$	14,591		$	294,859		$	1,800,578
Non-controlling interest—members in consolidated real estate entities	$	269,487		$	268,246		$	258,602		$	304,608		$	262,625

OTHER DATA
Cash flows provided by (used in)
Operating activities	$	288,011		$	214,626		$	292,959		$	226,774		$	175,783
Investing activities	$	(316,409)		$	(392,333)		$	(333,038)		$	(524,897)		$	(1,797,699)
Financing activities	$	18,465		$	144,618		$	33,167		$	334,754		$	1,658,641
Stabilized office properties leased rate as of end of period⁽²⁾	96.4		%	95.4		%	96.7		%	96.4		%	95.3		%
In-Service office properties leased rate as of end of period⁽³⁾	95.0		%	93.0		%	92.1		%	91.2		%	90.1		%
Same-store studio leased rate as of end of period	92.3		%	93.1		%	90.7		%	89.1		%	78.5		%
Non-same-store studio leased rate as of end of period⁽⁴⁾	96.0		%	89.2		%	76.1		%	N/A			N/A


	Office		Studio		Storefront Retail		Total
Percent of contractual rents collected1
Second quarter 2020	99.0	%	100.0	%	48.7	%	97.3	%
Third quarter 2020	97.9	%	100.0	%	51.9	%	96.6	%
Fourth quarter 2020	97.7	%	99.9	%	50.8	%	96.7	%
January 2021	97.9	%	99.1	%	48.0	%	96.6	%


Asset Description						Estimated ~~useful life (years)~~Useful Life (Years)
Building and improvements						Shorter of the ground lease term or 39
Land improvements						15
Furniture and fixtures						5 to 7
Tenant improvements						Shorter of the estimated useful life or the lease term


		Number of Properties	Rentable Square Feet⁽¹⁾	Percent Occupied⁽²⁾		Percent Leased⁽²⁾		Annualized Base Rent per Square Foot⁽³⁾			Number of Properties	Rentable Square Feet(1)	Percent Occupied(2)		Percent Leased(2)		Annualized Base Rent per Square Foot(3)
OFFICE	OFFICE									OFFICE
Same-store⁽⁴⁾	Same-store⁽⁴⁾	31	7,796,671	95.5	%	95.8	%	$	49.82	Same-store(4)	39	10,187,240	92.9	%	93.6	%	$	53.15
Stabilized non-same store⁽⁵⁾	Stabilized non-same store⁽⁵⁾	13	3,566,273	96.5		97.6		53.86		Stabilized non-same store(5)	8	3,387,342	96.4		97.2		36.09
Total stabilized	Total stabilized	44	11,362,944	95.8		96.4		50.81		Total stabilized	47	13,574,582	93.8		94.5		48.77
Lease-up⁽⁵⁾⁽⁶⁾	Lease-up⁽⁵⁾⁽⁶⁾	5	1,282,598	77.4		82.4		56.81		Lease-up(5)(6)	3	955,679	78.1		78.3		58.86
Total in-service	Total in-service	49	12,645,542	93.9		95.0		51.58		Total in-service	50	14,530,261	92.7		93.5		49.33
Repositioning⁽⁵⁾⁽⁷⁾	Repositioning⁽⁵⁾⁽⁷⁾	—	37,671	—		—				Repositioning(5)(7)	—	217,364	—		—
Redevelopment⁽⁵⁾	Redevelopment⁽⁵⁾	1	584,000	—		100.0				Redevelopment(5)	2	697,000	—		83.8
Development⁽⁶⁾	Development⁽⁶⁾	1	106,125	—		—				Development(6)	1	106,125	—		—
Total office	Total office	51	13,373,338							Total office	53	15,550,750
STUDIO	STUDIO									STUDIO
Same-store⁽⁸⁾	Same-store⁽⁸⁾	3	1,171,707	92.3		92.3		41.28		Same-store(8)	3	1,224,403	90.2		90.2		40.74
Non-same-store⁽⁹⁾⁽⁵⁾	Non-same-store⁽⁹⁾⁽⁵⁾	—	52,696	96.0		96.0		39.75		Non-same-store⁽⁹⁾⁽⁵⁾	—	—	—		—		—
Total studio	Total studio	3	1,224,403							Total studio	3	1,224,403
Total office and studio properties	Total office and studio properties	54	14,597,741							Total office and studio properties	56	16,775,153
Land	Land	6	2,231,376	⁽¹⁰⁾						Land	8	3,187,261	(9)
TOTAL	TOTAL	60	16,829,117							TOTAL	64	19,962,414


		Year Ended December 31, 2019 as compared to the Year Ended December 31, 2018																							Year Ended December 31, 2020 as compared to the Year Ended December 31, 2019
		Same-store						Non-same-store						Total					Same-store				Non-same-store				Total
		Dollar change		Percent change		Dollar change		Percent change		Dollar change		Percent change			Dollar change		Percentage change		Dollar change		Percentage change		Dollar change		Percentage change
REVENUES	REVENUES													REVENUES
Office	Office													Office
Rental	Rental	$	27,922	8.0	%	$	39,990	21.8	%	$	67,912	12.7	%	Rental	$	(4,859)	(0.8)	%	$	17,581	18.6	%	$	12,722	1.8	%
Tenant recoveries		5,847		8.4		8,861		37.9		14,708		15.9
Service and other revenues	Service and other revenues	(683)		(3.5)		(719)		(10.0)		(1,402)		(5.3)		Service and other revenues	(10,341)		(43.5)		(197)		(14.1)		(10,538)		(41.9)
Total office revenues	Total office revenues	33,086		7.5		48,132		22.5		81,218		12.4		Total office revenues	(15,200)		(2.4)		17,384		18.2		2,184		0.3

Studio	Studio													Studio
Rental	Rental	4,672		10.7		946		88.6		5,618		12.6		Rental	(2,584)		(5.0)		—		—		(2,584)		(5.0)
Tenant recoveries		1,008		56.9		229		95.0		1,237		61.5
Service and other revenues	Service and other revenues	1,691		5.8		—		—		1,691		5.8		Service and other revenues	(12,817)		(38.7)		—		—		(12,817)		(38.7)
Total studio revenues	Total studio revenues	7,371		9.9		1,175		89.8		8,546		11.3		Total studio revenues	(15,401)		(18.2)		—		—		(15,401)		(18.2)

Total revenues	Total revenues	40,457		7.9		49,307		22.9		89,764		12.3		Total revenues	(30,601)		(4.2)		17,384		18.2		(13,217)		(1.6)

OPERATING EXPENSES	OPERATING EXPENSES													OPERATING EXPENSES
Office operating expenses	Office operating expenses	6,375		4.5		23,014		26.7		29,389		13.0		Office operating expenses	6,302		3.0		(312)		(0.7)		5,990		2.3
Studio operating expenses	Studio operating expenses	4,251		10.5		172		65.6		4,423		10.8		Studio operating expenses	(7,733)		(17.1)		—		—		(7,733)		(17.1)
Total operating expenses	Total operating expenses	10,626		5.9		23,186		26.8		33,812		12.6		Total operating expenses	(1,431)		(0.6)		(312)		(0.7)		(1,743)		(0.6)

Office NOI	Office NOI	26,711		9.0		25,118		19.7		51,829		12.2		Office NOI	(21,502)		(5.0)		17,696		34.9		(3,806)		(0.8)
Studio NOI	Studio NOI	3,120		9.2		1,003		95.8		4,123		11.8		Studio NOI	(7,668)		(19.6)		—		—		(7,668)		(19.6)
NOI	NOI	$	29,831	9.0	%	$	26,121	20.3	%	$	55,952	12.1	%	NOI	$	(29,170)	(6.3)	%	$	17,696	34.9	%	$	(11,474)	(2.2)	%


Market ~~capitalization~~Capitalization	December 31, ~~2019~~2020
Unsecured and secured debt⁽¹⁾	$	~~2,845,459~~3,432,276
Series A preferred units	9,815
Total consolidated debt	~~2,855,274~~3,442,091
Common equity capitalization⁽²⁾	~~5,948,473~~3,705,869
TOTAL CONSOLIDATED MARKET CAPITALIZATION	$	~~8,803,747~~7,147,960
Total consolidated debt/total consolidated market capitalization	~~32.4~~48.2		%


		December 31, 2019		December 31, 2018			December 31, 2020		December 31, 2019
Unsecured debt	Unsecured debt	$	2,475,000	$	2,275,000	Unsecured debt	$	1,925,000	$	2,475,000
Secured debt	Secured debt	$	370,459	$	365,381	Secured debt	$	1,507,276	$	370,459
In-substance defeased debt	In-substance defeased debt	$	135,030	$	138,223	In-substance defeased debt	$	131,707	$	135,030
Joint venture partner debt	Joint venture partner debt	$	66,136	$	66,136	Joint venture partner debt	$	66,136	$	66,136


		Payments Due by Period																			Payments Due by Period
Contractual Obligation	Contractual Obligation	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Contractual Obligation	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Principal payments on unsecured and secured debt	Principal payments on unsecured and secured debt	$	2,845,459	$	65,095	$	575,717	$	170,647	$	2,034,000	Principal payments on unsecured and secured debt	$	3,432,276	$	632	$	1,083,344	$	741,300	$	1,607,000
Principal payments on in-substance defeased debt	Principal payments on in-substance defeased debt	135,030		3,323		131,707		—		—		Principal payments on in-substance defeased debt	131,707		3,494		128,213		—		—
Principal payments on joint venture partner debt	Principal payments on joint venture partner debt	66,136		—		—		—		66,136		Principal payments on joint venture partner debt	66,136		—		—		—		66,136
Interest payments—fixed rate⁽¹⁾	Interest payments—fixed rate⁽¹⁾	744,339		101,035		199,507		175,215		268,582		Interest payments—fixed rate(1)	643,304		100,827		186,940		172,244		183,293
Interest payments—variable rate⁽²⁾	Interest payments—variable rate⁽²⁾	40,301		17,471		22,462		368		—		Interest payments—variable rate(2)	67,800		28,429		27,956		11,415		—
Capital improvements⁽³⁾	Capital improvements⁽³⁾	351,342		351,342		—		—		—		Capital improvements(3)	241,623		241,623		—		—		—
Ground leases⁽⁴⁾	Ground leases⁽⁴⁾	626,925		18,488		37,258		36,826		534,353		Ground leases(4)	608,468		18,622		37,101		36,784		515,961
TOTAL	TOTAL	$	4,809,532	$	556,754	$	966,651	$	383,056	$	2,903,071	TOTAL	$	5,191,314	$	393,627	$	1,463,554	$	961,743	$	2,372,390


						Interest Rate Range
Underlying Debt Instrument	Number of Hedges	Notional Amount		Effective Date	Maturity Date	Low		High
Met Park North	1	$	64,500	August 2013	August 2020	3.71	%	3.71	%
Term loan B	2	350,000		April 2015	April 2022	2.96	%	3.46	%
Term loan D	1	125,000		June 2016	November 2022	2.63	%	3.13	%
		$	539,500


						Interest Rate Range				Fair Value (Liabilities)/Assets
Underlying Debt Instrument	Number of Derivatives	Notional Amount		Effective Date	Maturity Date	Low		High
Interest rate swaps
Hollywood Media Portfolio (formerly Term Loan B)	2	$	350,000	April 2015	April 2022	2.96	%	3.46	%	$	(7,112)
Hollywood Media Portfolio (formerly Term Loan D)	1	125,000		June 2016	November 2022	2.63	%	3.13	%	(2,994)
Interest rate cap						Strike rate
Hollywood Media Portfolio	1	$	900,000	July 2020	August 2022	3.50%				$	5
TOTAL		$	1,375,000							$	(10,101)


		Unsecured and Secured Debt						In-Substance Defeased Debt							Joint Venture Partner Debt							Unsecured and Secured Debt				In-Substance Defeased Debt		Joint Venture Partner Debt
		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value				Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Variable rate⁽¹⁾	Variable rate⁽¹⁾	$	625,147	$	625,147	$	—	$	—	$	—	$	—	Variable rate(1)		$	1,212,559	$	1,212,560	$	—	$	—	$	—	$	—
Fixed rate	Fixed rate	2,220,312		2,281,935		135,030		134,936		66,136		68,557		Fixed rate		2,219,717		2,364,233		131,707		131,633		66,136		68,346
TOTAL⁽²⁾	TOTAL⁽²⁾	$	2,845,459	$	2,907,082	$	135,030	$	134,936	$	66,136	$	68,557	TOTAL(2)		$	3,432,276	$	3,576,793	$	131,707	$	131,633	$	66,136	$	68,346


FINANCIAL STATEMENTS OF HUDSON PACIFIC PROPERTIES, INC.
Report of Management on Internal Control Over Financial Reporting						1
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting						2
Report of Independent Registered Public Accounting Firm						3
Consolidated Balance Sheets as of December 31, ~~201~~20 920 and 201 89						5
Consolidated Statements of Operations for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						6
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						7
Consolidated Statements of Equity for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						8
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						9
FINANCIAL STATEMENTS OF HUDSON PACIFIC PROPERTIES, L.P.
Report of Independent Registered Public Accounting Firm						10
Consolidated Balance Sheets as of December 31, ~~201~~20 920 and 201 89						1112
Consolidated Statements of Operations for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						1213
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						1314
Consolidated Statements of Capital for the Years Ended December 31, ~~201~~20 920 , 201 8 9 and 201 78						1415
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~201~~20 920 , 201 89 and 201 78						1516

Notes to Consolidated Financial Statements						1617
Schedule III - Real Estate and Accumulated Depreciation						5352


		Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date

3.1	Articles of Amendment and Restatement of Hudson Pacific Properties, Inc.	S-11/A	333-164916	3.1	May 12, 2010
3.2	Form of Articles Supplementary of Hudson Pacific Properties, Inc.	S-11/A	333-170751	3.3	December 6, 2010
3.3	Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc.	8-K	001-34789	3.1	January 12, 2015
3.4	Fourth Amended and Restated Agreement of Limited Partnership of Hudson Pacific Properties, L.P. dated as of December 17, 2015.	10-K	001-34789	10.1	February 26, 2016
3.5	Certificate of Limited Partnership of Hudson Pacific Properties, L.P.	10-Q	001-34789	3.4	November 4, 2016
4.1	Form of Certificate of Common Stock of Hudson Pacific Properties, Inc.	S-11/A	333-164916	4.1	June 14, 2010
4.2	Indenture, dated October 2, 2017, among Hudson Pacific Properties, L.P., and U.S. Bank National Association	8-K	001-34789	4.1	October 2, 2017
4.3	Supplemental Indenture No. 1, dated October 2, 2017, among Hudson Pacific Properties, L.P., Hudson Pacific Properties, Inc. and U.S. Bank National Association	8-K	001-34789	4.2	October 2, 2017
4.4	Supplemental Indenture No. 2, dated as of February 27, 2019, among Hudson Pacific Properties, L.P., as issuer, Hudson Pacific Properties, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of 4.650% Senior Notes due 2029 and the guarantee.	10-Q	001-34789	10.1	May 7, 2019
4.5	Supplemental Indenture No. 3, dated as of October 3, 2019, among Hudson Pacific Properties, L.P., as issuer, Hudson Pacific Properties, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of 3.250% Senior Notes due 2030 and the guarantee.	8-K	001-34789	4.2	October 3, 2019


			HUDSON PACIFIC PROPERTIES, INC.

February ~~24, 2020~~22, 2021			/s/ VICTOR J. COLEMAN
			VICTOR J. COLEMAN
			Chief Executive Officer (Principal Executive Officer)


			HUDSON PACIFIC PROPERTIES, L.P.

February ~~24, 2020~~22, 2021			/s/ VICTOR J. COLEMAN
			VICTOR J. COLEMAN
			Chief Executive Officer (Principal Executive Officer)


/S/ VICTOR J. COLEMAN
Victor J. Coleman
Chief Executive Officer and Chairman of the Board of Directors


/S/ HAROUT K. DIRAMERIAN
Harout K. Diramerian
Chief Financial Officer


			Impairment of investment in real estate
Description of the Matter			The Company’s net investment in real estate totaled ~~$6.4~~$7.1 billion as of December 31, ~~2019.~~2020. As discussed in Note 2 to the consolidated financial statements, the Company assesses for impairment on a real estate asset by real estate asset basis whenever events or changes in circumstances indicate that the carrying value of a real estate asset may not be recoverable. Impairment is recognized on real estate assets held for investment when indicators of impairment are present and the future undiscounted cash flows for a real estate asset are less than its carrying amount, at which time the real estate asset is written down to its estimated fair value. There were ~~$52.2 million of~~no impairment charges recognized during the year ended December 31, ~~2019.~~2020.
			Auditing the Company's impairment assessment for real estate assets is challenging because of the subjective auditor judgment necessary in evaluating management’s identification of indicators of potential impairment and the related assessment of the severity of such indicators, either individually or in combination, in determining whether a triggering event has occurred that requires the Company to evaluate the recoverability of the real estate asset.


How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s real estate asset impairment assessment process. For example, we tested controls over management’s process for identifying and evaluating potential impairment indicators.
		Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment were present at any given real estate asset by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments. For example, we searched for any tenants or groups of tenants with significant allowances for doubtful accounts or upcoming lease expirations that occupy a substantial portion of a real estate asset.We also searched for any significant declines in operating results of a real estate asset due to occupancy changes, tenant bankruptcies, environmental issues, physical damage, change in intended use or adverse changes in legal factors.
	Purchase price accounting
Description of the Matter	During the year ended December 31, 2020, the Company completed the acquisition of one real estate property through a consolidated joint venture for a total purchase price of $593.9 million, which was accounted for as an asset acquisition. As discussed in Note 2 to the consolidated financial statements, the purchase price, including capitalized acquisition-related costs, was allocated based on the relative fair value of the assets acquired and liabilities assumed. As part of the purchase price allocation, the Company estimated market rental rates and market rent growth rates that reflect the risks associated with the leases acquired. The estimated market rental rates and market rent growth rates are utilized as inputs in estimating the fair value of “above- and below-” market leases using the income approach. Amortization of “above- and below-” market lease intangible assets and liabilities are recorded in rental revenue over the related lease term.
	Auditing the Company’s purchase price allocation was complex due to the significant estimation required by management in determining the fair value assigned to assets acquired and liabilities assumed. In particular, significant estimation was used in management’s selection of market rental rates and market rent growth rates due to the judgmental nature of the inputs as well as the sensitivity of the related lease intangible assets and liabilities to the underlying assumptions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over management’s purchase price accounting, including controls over the Company’s review of the assumptions underlying the purchase price allocation, the cash flow projections, and the accuracy of the underlying data used.
	Our testing of the Company’s purchase price allocation included, among other procedures, assessing the valuation methods and significant assumptions used by management in developing the fair value estimates of the assets acquired and liabilities assumed. For example, we involved our valuation specialists in evaluating the appropriateness of management’s selected estimated market rental rates and market rent growth rates by comparing the selected assumptions to data from independently identified external market data sources. We also evaluated the completeness and accuracy of the underlying data supporting management’s purchase price allocation, tested the incorporation of the significant assumptions in the purchase price allocation, and recalculated the model’s results for clerical accuracy.


	December 31, 2019		December 31, 2018
ASSETS
Investment in real estate, at cost	$	7,269,128	$	7,059,537
Accumulated depreciation and amortization	(898,279)		(695,631)
Investment in real estate, net	6,370,849		6,363,906
Cash and cash equivalents	46,224		53,740
Restricted cash	12,034		14,451
Accounts receivable, net	13,007		14,004
Straight-line rent receivables, net	195,328		142,369
Deferred leasing costs and lease intangible assets, net	285,448		279,896
U.S. Government securities	140,749		146,880
Operating lease right-of-use asset	269,029		—
Prepaid expenses and other assets, net	68,974		55,633
Investment in unconsolidated real estate entity	64,926		—
TOTAL ASSETS	$	7,466,568	$	7,070,879

LIABILITIES AND EQUITY
Liabilities
Unsecured and secured debt, net	$	2,817,910	$	2,623,835
In-substance defeased debt	135,030		138,223
Joint venture partner debt	66,136		66,136
Accounts payable, accrued liabilities and other	212,673		175,300
Operating lease liability	272,701		—
Lease intangible liabilities, net	31,493		45,612
Security deposits and prepaid rent	86,188		68,687
Total liabilities	3,622,131		3,117,793

Redeemable preferred units of the operating partnership	9,815		9,815
Redeemable non-controlling interest in consolidated real estate entities	125,260		113,141

Equity
Hudson Pacific Properties, Inc. stockholders’ equity:
Common stock, $0.01 par value, 490,000,000 authorized, 154,691,052 and 154,371,538 shares outstanding at December 31, 2019 and 2018, respectively	1,546		1,543
Additional paid-in capital	3,415,808		3,524,502
Accumulated other comprehensive (loss) income	(561)		17,501
Total Hudson Pacific Properties, Inc. stockholders’ equity	3,416,793		3,543,546
Non-controlling interest—members in consolidated real estate entities	269,487		268,246
Non-controlling interest—units in the operating partnership	23,082		18,338
Total equity	3,709,362		3,830,130
TOTAL LIABILITIES AND EQUITY	$	7,466,568	$	7,070,879