UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~September 30, 2018~~March 31, 2019


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

For the transition period from ______ to ______

Commission File Number: 001-34789 (Hudson Pacific Properties, Inc.)

Commission File Number: 333-202799-01 (Hudson Pacific Properties, L.P.)

Hudson Pacific Properties, Inc.

Hudson Pacific Properties, L.P.

(Exact name of registrant as specified in its charter)


Hudson Pacific Properties, Inc.	Maryland (State or other jurisdiction of incorporation or organization)	27-1430478 (I.R.S. Employer Identification Number)
Hudson Pacific Properties, L.P.	Maryland (State or other jurisdiction of incorporation or organization)	80-0579682 (I.R.S. Employer Identification Number)


11601 Wilshire Blvd., Ninth Floor Los Angeles, California 90025
(Address of principal executive offices) (Zip Code)

(310) 445-5700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and

former fiscal year, if changed since last report)

______________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Hudson Pacific Properties, Inc. Yes x No o			Hudson Pacific Properties, L.P. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Hudson Pacific Properties, Inc. Yes x No o			Hudson Pacific Properties, L.P. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Hudson Pacific Properties, Inc.


Large accelerated filer x						Accelerated filer o
Non-accelerated filer o

Smaller reporting company o
						Emerging growth company o

Hudson Pacific Properties, L.P.


Large accelerated filer o						Accelerated filer o
Non-accelerated filer x

Smaller reporting company o
						Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Hudson Pacific Properties, Inc. o			Hudson Pacific Properties, L.P. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Hudson Pacific Properties, Inc. Yes o No x			Hudson Pacific Properties, L.P. Yes o No x

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Hudson Pacific Properties, Inc.

Common Stock, $0.01 par value

HPP

New York Stock Exchange

The number of shares of common stock of Hudson Pacific Properties, Inc. outstanding at ~~October 30, 2018~~May 1, 2019 was ~~156,702,662.~~154,375,000.

Table of Contents

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended ~~September 30, 2018~~March 31, 2019 of Hudson Pacific Properties, Inc., a Maryland corporation, and Hudson Pacific Properties, L.P., a Maryland limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” or “our 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.

Hudson Pacific Properties, Inc. is a real estate investment trust, or REIT, and the sole general partner of our operating partnership. As of ~~September 30, 2018,~~March 31, 2019, Hudson Pacific Properties, Inc. owned approximately ~~99.6%~~99.2% of the ~~outstanding common units of~~ownership interest in our operating partnership ~~interest~~ (including unvested restricted units) ~~in our operating partnership, or common units.~~. The remaining approximately ~~0.4% of outstanding common units at September 30, 2018 were~~0.8% interest was owned by certain of our executive officers, directors and ~~directors, certain of their affiliates and other~~ outside ~~investors.~~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 quarterly reports on Form 10-Q of Hudson Pacific Properties, Inc. and the operating partnership into this single report results in the following benefits:

•enhancing investors’ understanding of our Company and our operating partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminating duplicative disclosure and providing a more streamlined and readable presentation because a substantial portion of the disclosures apply to both our Company and our operating partnership; and

•creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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 and Note ~~13—~~14—Earnings Per Share 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,~~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 I, Item 4

~~Table of Contents~~

~~“Controls~~ “Controls and Procedures” sections and separate Exhibit 31 and 32 certifications for each of Hudson Pacific Properties, Inc. and our operating partnership.

HUDSON PACIFIC PROPERTIES, INC. AND HUDSON PACIFIC PROPERTIES, L.P.

TABLE OF CONTENTS

Page

PART I—FINANCIAL INFORMATION

ITEM 1.

Financial Statements of Hudson Pacific Properties, Inc.

Consolidated Balance Sheets as of ~~September 30, 2018~~March 31, 2019 (unaudited) and December 31, ~~2017~~2018

Consolidated Statements of Operations (unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018

Consolidated Statements of Comprehensive (Loss) Income (unaudited) for the three months ended March 31, 2019 and ~~2017~~2018

Consolidated Statements of ~~Comprehensive Income (unaudited)~~Equity (un audited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

~~Consolidated Statements of Equity for the nine months ended September 30, 2018 (unaudited) and year ended December 31, 2017~~

Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

109

ITEM 1.

Financial Statements of Hudson Pacific Properties, L.P.

Consolidated Balance Sheets as of ~~September 30, 2018~~March 31, 2019 (unaudited) and December 31, ~~2017~~2018

1110

Consolidated Statements of Operations (unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018

Consolidated Statements of Comprehensive (Loss) Income (unaudited) for the three months ended March 31, 2019 and ~~2017~~2018

Consolidated Statements of ~~Comprehensive Income~~Capital (unaudited) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

~~Consolidated Statements of Capital for the nine months ended September 30, 2018 (unaudited) and year ended December 31, 2017~~

Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

1514

Notes to Unaudited Consolidated Financial Statements

1615

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4340

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

6356

ITEM 4.

Controls and Procedures

6356

PART II—OTHER INFORMATION

ITEM 1.

ITEM 1A.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

6558

ITEM 3.

Defaults Upon Senior Securities

6559

ITEM 4.

Mine Safety Disclosures

ITEM 5.

ITEM 6.

~~Signatures~~S ignatures

6761

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS OF HUDSON PACIFIC PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


		September 30, 2018 (unaudited)		December 31, 2017			March 31, 2019 (unaudited)		December 31, 2018
ASSETS	ASSETS					ASSETS
Investment in real estate, at cost	Investment in real estate, at cost	$	6,690,374	$	6,219,361	Investment in real estate, at cost	$	6,990,420	$	7,059,537
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(649,624)		(521,370)		Accumulated depreciation and amortization	(739,334)		(695,631)
Investment in real estate, net	Investment in real estate, net	6,040,750		5,697,991		Investment in real estate, net	6,251,086		6,363,906
Cash and cash equivalents	Cash and cash equivalents	52,456		78,922		Cash and cash equivalents	52,445		53,740
Restricted cash	Restricted cash	10,782		22,358		Restricted cash	13,626		14,451
Accounts receivable, net	Accounts receivable, net	12,125		4,234		Accounts receivable, net	17,969		14,004
Straight-line rent receivables, net	Straight-line rent receivables, net	131,713		106,466		Straight-line rent receivables, net	159,004		142,369
Deferred leasing costs and lease intangible assets, net	Deferred leasing costs and lease intangible assets, net	256,100		239,029		Deferred leasing costs and lease intangible assets, net	280,193		279,896
U.S. Government securities (Note 11)		148,315		—
U.S. Government securities						U.S. Government securities	144,992		146,880
Operating lease right-of-use asset						Operating lease right-of-use asset	272,051		—
Prepaid expenses and other assets, net	Prepaid expenses and other assets, net	92,609		61,139		Prepaid expenses and other assets, net	82,441		55,633
Assets associated with real estate held for sale	Assets associated with real estate held for sale	—		411,931		Assets associated with real estate held for sale	99,821		—
TOTAL ASSETS	TOTAL ASSETS	$	6,744,850	$	6,622,070	TOTAL ASSETS	$	7,373,628	$	7,070,879

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities	Liabilities					Liabilities
Unsecured and secured debt, net	Unsecured and secured debt, net	$	2,332,795	$	2,421,380	Unsecured and secured debt, net	$	2,711,632	$	2,623,835
In-substance defeased debt	In-substance defeased debt	139,003		—		In-substance defeased debt	137,417		138,223
Joint venture partner debt						Joint venture partner debt	66,136		66,136
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	193,941		162,346		Accounts payable, accrued liabilities and other	208,047		175,300
Operating lease liability						Operating lease liability	274,626		—
Lease intangible liabilities, net	Lease intangible liabilities, net	43,289		49,540		Lease intangible liabilities, net	41,112		45,612
Security deposits and prepaid rent	Security deposits and prepaid rent	64,169		62,760		Security deposits and prepaid rent	69,251		68,687
Liabilities associated with real estate held for sale	Liabilities associated with real estate held for sale	—		4,903		Liabilities associated with real estate held for sale	732		—
Total liabilities	Total liabilities	2,773,197		2,700,929		Total liabilities	3,508,953		3,117,793

Redeemable preferred units of the operating partnership	Redeemable preferred units of the operating partnership	9,815		10,177		Redeemable preferred units of the operating partnership	9,815		9,815
Redeemable non-controlling interest in consolidated real estate entity		50,092		—
Redeemable non-controlling interest in consolidated real estate entities						Redeemable non-controlling interest in consolidated real estate entities	114,616		113,141

Equity	Equity					Equity
Hudson Pacific Properties, Inc. stockholders’ equity	Hudson Pacific Properties, Inc. stockholders’ equity					Hudson Pacific Properties, Inc. stockholders’ equity
Common stock, $0.01 par value, 490,000,000 authorized, 155,649,125 shares and 155,602,508 shares outstanding at September 30, 2018 and December 31, 2017, respectively		1,556		1,556
Common stock, $0.01 par value, 490,000,000 authorized, 154,373,581 shares and 154,371,538 shares outstanding at March 31, 2019 and December 31, 2018, respectively						Common stock, $0.01 par value, 490,000,000 authorized, 154,373,581 shares and 154,371,538 shares outstanding at March 31, 2019 and December 31, 2018, respectively	1,543		1,543
Additional paid-in capital	Additional paid-in capital	3,597,904		3,622,988		Additional paid-in capital	3,485,307		3,524,502
Accumulated other comprehensive income	Accumulated other comprehensive income	27,834		13,227		Accumulated other comprehensive income	9,674		17,501

Accumulated deficit						Accumulated deficit	(41,189)		—
Total Hudson Pacific Properties, Inc. stockholders’ equity	Total Hudson Pacific Properties, Inc. stockholders’ equity	3,627,294		3,637,771		Total Hudson Pacific Properties, Inc. stockholders’ equity	3,455,335		3,543,546
Non-controlling interest—members in consolidated entities	Non-controlling interest—members in consolidated entities	266,986		258,602		Non-controlling interest—members in consolidated entities	267,039		268,246
Non-controlling interest—units in the operating partnership	Non-controlling interest—units in the operating partnership	17,466		14,591		Non-controlling interest—units in the operating partnership	17,870		18,338
Total equity	Total equity	3,911,746		3,910,964		Total equity	3,740,244		3,830,130
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	6,744,850	$	6,622,070	TOTAL LIABILITIES AND EQUITY	$	7,373,628	$	7,070,879

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

HUDSON PACIFIC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share data)


	Three Months Ended March 31,
	2019		2018
REVENUES
Office
Rental (Note 2)	$	170,197	$	130,082
Tenant recoveries (Note 2)	—		20,904
Service revenues (Note 2)	5,661		5,546
Total office revenues	175,858		156,532
Studio
Rental (Note 2)	12,394		10,383
Tenant recoveries (Note 2)	—		354
Service revenues and other (Note 2)	9,137		6,849
Total studio revenues	21,531		17,586
Total revenues	197,389		174,118
OPERATING EXPENSES
Office operating expenses	60,815		53,240
Studio operating expenses	11,109		9,664
General and administrative	18,094		15,564
Depreciation and amortization	68,505		60,553
Total operating expenses	158,523		139,021
OTHER EXPENSE (INCOME)
Interest expense	24,350		20,503
Interest income	(1,024)		(9)


Transaction-related expenses	128		118
Other expense (income)	106		(404)
Gains on sale of real estate	—		(37,674)
Impairment loss	52,201		—
Total other expense (income)	75,761		(17,466)
Net (loss) income	(36,895)		52,563
Net income attributable to preferred units	(153)		(159)
Net income attributable to participating securities	(308)		(327)
Net income attributable to non-controlling interest in consolidated real estate entities	(2,821)		(3,323)
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities	600		—
Net loss (income) attributable to non-controlling interest in the operating partnership	185		(177)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(39,392)	$	48,577

BASIC AND DILUTED PER SHARE AMOUNTS
Net (loss) income attributable to common stockholders—basic	$	(0.26)	$	0.31
Net (loss) income attributable to common stockholders—diluted	$	(0.26)	$	0.31
Weighted average shares of common stock outstanding—basic	154,396,159		155,626,055
Weighted average shares of common stock outstanding—diluted	154,396,159		156,714,822

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

HUDSON PACIFIC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~

~~(unaudited, in thousands, except share data)~~

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
REVENUES
Office
Rental $ 129,963 $ 139,157 $ 389,777 $ 406,275
Tenant recoveries 24,615 24,982 67,479 67,421
Parking and other 6,868 8,035 19,272 22,146
Total office revenues 161,446 172,174 476,528 495,842
Studio
Rental 11,731 11,012 32,822 26,802
Tenant recoveries 299 133 1,153 927
Other property-related revenue 6,988 6,561 18,724 14,964
Other 234 141 758 271
Total studio revenues 19,252 17,847 53,457 42,964
Total revenues 180,698 190,021 529,985 538,806
OPERATING EXPENSES
Office operating expenses 57,295 59,102 164,475 162,524
Studio operating expenses 10,511 10,588 28,714 24,842
General and administrative 14,280 13,013 46,047 41,329
Depreciation and amortization 62,224 71,158 183,483 217,340
Total operating expenses 144,310 153,861 422,719 446,035
Operating income 36,388 36,160 107,266 92,771
OTHER EXPENSE (INCOME)
Interest expense 20,131 22,461 59,965 66,086
Interest income (418) (44) (493) (90)
Unrealized gain on non-real estate investment — — (928) —
Unrealized loss on ineffective portion of derivative instrument
— 37 — 82
Transaction-related expenses 165 598 283 598
Other income (25) (1,402) (748) (2,656)
Total other expenses 19,853 21,650 58,079 64,020
Income before gains on sale of real estate 16,535 14,510 49,187 28,751
Gains on sale of real estate 3,735 — 43,337 16,866
Net income 20,270 14,510 92,524 45,617
Net income attributable to preferred units (153) (159) (465) (477)
Net income attributable to participating securities (118) (255) (555) (750)
Net income attributable to non-controlling interest in consolidated entities (2,569) (2,991) (9,059) (9,002)
Net income attributable to non-controlling interest in the operating partnership (63) (41) (299) (256)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 17,367 $ 11,064 $ 82,146 $ 35,132
BASIC AND DILUTED PER SHARE AMOUNTS
Net income attributable to common stockholders—basic $ 0.11 $ 0.07 $ 0.53 $ 0.23
Net income attributable to common stockholders—diluted $ 0.11 $ 0.07 $ 0.52 $ 0.23
Weighted average shares of common stock outstanding—basic 155,649,110 155,302,800 155,637,351 152,874,952
Weighted average shares of common stock outstanding—diluted 156,669,247 156,093,736 156,628,488 153,648,888

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

~~HUDSON PACIFIC PROPERTIES, INC.~~

~~CONSOLIDATED STATEMENTS OF~~ COMPREHENSIVE (LOSS) INCOME

(unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Net income $ 20,270 $ 14,510 $ 92,524 $ 45,617
Other comprehensive income: change in fair value of derivatives 1,432 507 14,429 611
Comprehensive income 21,702 15,017 106,953 46,228
Comprehensive income attributable to preferred units (153) (159) (465) (477)
Comprehensive income attributable to participating securities (128) (255) (652) (750)
Comprehensive income attributable to non-controlling interest in consolidated entities (2,569) (2,991) (9,059) (9,002)
Comprehensive income attributable to non-controlling interest in the operating partnership (68) (43) (351) (276)
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 18,784 $ 11,569 $ 96,426 $ 35,723


	Three Months Ended March 31,
	2019		2018
Net (loss) income	$	(36,895)	$	52,563
Other comprehensive (loss) income: change in fair value of derivatives	(7,864)		9,513
Comprehensive (loss) income	(44,759)		62,076
Comprehensive income attributable to preferred units	(153)		(159)
Comprehensive income attributable to participating securities	(308)		(391)
Comprehensive income attributable to non-controlling interest in consolidated entities	(2,821)		(3,323)
Comprehensive loss attributable to redeemable non-controlling interest in consolidated real estate entities	600		—
Comprehensive loss (income) attributable to non-controlling interest in the operating partnership	222		(211)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(47,219)	$	57,992

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

HUDSON PACIFIC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

Hudson Pacific Properties, Inc. Stockholders’ Equity Non-controlling Interest
Shares of Common Stock
Stock
Amount
Additional
Paid-in
Capital
Retained Earnings (Accumulated Deficit)
Accumulated
Other
Comprehensive Income
Units in the Operating Partnership Members in Consolidated Entities Total Equity
Balance at January 1, 2017 136,492,235 $ 1,364 $ 3,109,394 $ (16,971) $ 9,496 $ 294,859 $ 304,608 $ 3,702,750
Contributions — — — — — — 3,870 3,870
Distributions — — — — — — (74,836) (74,836)
Proceeds from sale of common stock, net of underwriters’ discount and transaction costs 18,656,575 187 647,195 — — — — 647,382
Issuance of unrestricted stock 917,086 9 (9) — — — — —
Shares withheld to satisfy tax withholding (463,388) (4) (16,037) — — — — (16,041)
Declared dividend — — (106,269) (51,619) — (656) — (158,544)
Amortization of stock-based compensation — — 13,249 — — 2,666 — 15,915
Net income — — — 68,590 — 375 24,960 93,925
Change in fair value of derivatives — — — — 7,353 45 — 7,398
Redemption of common units in the operating partnership — — (24,535) — (3,622) (282,698) — (310,855)
Balance at December 31, 2017 155,602,508 1,556 3,622,988 — 13,227 14,591 258,602 3,910,964
Cumulative adjustment related to adoption of ASU 2017-12 — — — (231) 230 1 — —
Contributions — — — — — — 2,486 2,486
Distributions — — — — — — (3,112) (3,112)
Issuance of unrestricted stock 66,970 — — — — — — —
Shares withheld to satisfy tax withholding (20,353) — (693) — — — — (693)
Declared dividend — — (35,055) (82,470) — (534) — (118,059)
Amortization of stock-based compensation — — 10,664 — — 3,057 — 13,721
Net income — — — 82,701 — 299 9,010 92,010
Change in fair value of derivatives — — — — 14,377 52 — 14,429
Balance at September 30, 2018 155,649,125 $ 1,556 $ 3,597,904 $ — $ 27,834 $ 17,466 $ 266,986 $ 3,911,746


	Hudson Pacific Properties, Inc. Stockholders’ Equity															Non-controlling interest
	Shares of Common Stock	Stock Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income		Units in the operating partnership		Members in Consolidated Entities		Total Equity
Balance, December 31, 2017	155,602,508	$	1,556	$	3,622,988	$	—	$	13,227	$	14,591	$	258,602	$	3,910,964
Cumulative adjustment related to adoption of ASU 2017-12	—	—		—		(231)		230		1		—		—
Contributions	—	—		—		—		—		—		2,691		2,691
Distributions	—	—		—		—		—		—		(1,060)		(1,060)
Proceeds from sale of common stock, net of underwriters discount and transaction costs	—	—		(173)		—		—		—		—		(173)
Issuance of unrestricted stock	43,900	—		—		—		—		—		—		—
Shares withheld to satisfy tax withholding	(20,353)	—		(693)		—		—		—		—		(693)
Declared dividend	—	—		—		(39,173)		—		(178)		—		(39,351)
Amortization of stock-based compensation	—	—		3,551				—		1,019		—		4,570
Net income	—	—		—		48,904		—		177		3,323		52,404
Change in fair value of derivatives	—	—		—		—		9,479		34		—		9,513
Balance, March 31, 2018	155,626,055	$	1,556	$	3,625,673	$	9,500	$	22,936	$	15,644	$	263,556	$	3,938,865

Balance at December 31, 2018	154,371,538	$	1,543	$	3,524,502	$	—	$	17,501	$	18,338	$	268,246	$	3,830,130
Cumulative adjustment related to adoption of ASC 842	—	—		—		(2,105)		—		—		—		(2,105)

Distributions	—	—		—		—		—		—		(4,028)		(4,028)
Issuance of unrestricted stock	128,923	1		(1)		—		—		—		—		—
Shares withheld to satisfy tax withholding	(126,880)	(1)		(3,667)		—		—		—		—		(3,668)
Declared dividend	—	—		(39,241)		—		—		(1,186)		—		(40,427)
Amortization of stock-based compensation	—	—		3,714		—		—		1,465		—		5,179
Net (loss) income	—	—		—		(39,084)		—		(185)		2,821		(36,448)
Change in fair value of derivatives	—	—		—		—		(7,827)		(37)		—		(7,864)
Redemption of common units in the operating partnership	—	—		—		—		—		(525)		—		(525)
Balance at March 31, 2019	154,373,581	$	1,543	$	3,485,307	$	(41,189)	$	9,674	$	17,870	$	267,039	$	3,740,244

The accompanying notes are an integral part of these consolidated financial statements.

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HUDSON PACIFIC PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


		Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017			2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	92,524	$	45,617
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income						Net (loss) income	$	(36,895)	$	52,563
Adjustments to reconcile net (loss) income to net cash provided by operating activities:						Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	183,483		217,340		Depreciation and amortization	68,505		60,553
Non-cash portion of interest expense	Non-cash portion of interest expense	4,527		3,558		Non-cash portion of interest expense	1,591		1,658
Amortization of stock-based compensation	Amortization of stock-based compensation	12,919		11,237		Amortization of stock-based compensation	5,150		4,338
Straight-line rents	Straight-line rents	(25,546)		(15,174)		Straight-line rents	(16,635)		(9,942)
Straight-line rent expenses	Straight-line rent expenses	368		296		Straight-line rent expenses	366		136
Amortization of above- and below-market leases, net	Amortization of above- and below-market leases, net	(10,271)		(14,326)		Amortization of above- and below-market leases, net	(4,179)		(3,811)
Amortization of above- and below-market ground lease, net	Amortization of above- and below-market ground lease, net	1,807		2,088		Amortization of above- and below-market ground lease, net	615		624
Amortization of lease incentive costs	Amortization of lease incentive costs	1,035		1,140		Amortization of lease incentive costs	326		303
Other non-cash adjustments⁽¹⁾	Other non-cash adjustments⁽¹⁾	49		598		Other non-cash adjustments⁽¹⁾	—		256
Impairment loss						Impairment loss	52,201		—
Gains on sale of real estate	Gains on sale of real estate	(43,337)		(16,866)		Gains on sale of real estate	—		(37,674)
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accounts receivable	Accounts receivable	(8,655)		1,649		Accounts receivable	(4,263)		(1,782)
Deferred leasing costs and lease intangibles	Deferred leasing costs and lease intangibles	(32,640)		(23,270)		Deferred leasing costs and lease intangibles	(13,675)		(6,614)
Prepaid expenses and other assets	Prepaid expenses and other assets	(630)		(3,000)		Prepaid expenses and other assets	2,771		3,313
Accounts payable and accrued liabilities		23,448		34,660
Accounts payable, accrued liabilities and other						Accounts payable, accrued liabilities and other	33,004		(33)
Security deposits and prepaid rent	Security deposits and prepaid rent	(1,201)		(5,943)		Security deposits and prepaid rent	564		559
Net cash provided by operating activities	Net cash provided by operating activities	197,880		239,604		Net cash provided by operating activities	89,446		64,447
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment property		(278,004)		(224,797)
Property acquisitions		(71,152)		(257,734)
Payments for U.S. Government securities		(149,176)		—
Additions to investment in real estate						Additions to investment in real estate	(94,615)		(103,512)

Maturities of U.S. Government securities						Maturities of U.S. Government securities	1,932		—
Proceeds from sale of real estate	Proceeds from sale of real estate	454,542		81,707		Proceeds from sale of real estate	—		237,004
Distributions from unconsolidated entity		14,036		17,416
Contributions to unconsolidated entity		—		(1,071)

Deposits for property acquisitions	Deposits for property acquisitions	(27,500)		—		Deposits for property acquisitions	(35,584)		—
Net cash used in investing activities		(57,254)		(384,479)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(128,267)		133,492
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt		360,000		270,000
Payments of debt		(448,792)		(321,892)
Proceeds from unsecured and secured debt						Proceeds from unsecured and secured debt	430,001		130,000
Payments of unsecured and secured debt						Payments of unsecured and secured debt	(335,145)		(308,529)
Payments of in-substance defeased debt						Payments of in-substance defeased debt	(806)		—
Proceeds from issuance of common stock, net	Proceeds from issuance of common stock, net	—		647,524		Proceeds from issuance of common stock, net	—		(173)
Payment for redemption of common units in the operating partnership		—		(310,855)
Redemption of series A preferred units		(362)		—
Distributions paid to common stock and unitholders		(118,059)		(118,408)
Distributions paid to preferred unitholders		(465)		(477)
Contributions from redeemable non-controlling member in consolidated entity		37,294		—
Contribution from non-controlling member in consolidated real estate entities		2,486		3,870
Distributions to non-controlling member in consolidated entities		(3,112)		(15,369)
Repurchase of common units in the operating partnership						Repurchase of common units in the operating partnership	(525)		—

Dividends paid to common stock and unit-holders						Dividends paid to common stock and unit-holders	(40,427)		(39,351)
Dividends paid to preferred unit-holders						Dividends paid to preferred unit-holders	(153)		(159)
Contribution of redeemable non-controlling member in consolidated real estate entities						Contribution of redeemable non-controlling member in consolidated real estate entities	2,075		—
Contribution of non-controlling member in consolidated real estate entities						Contribution of non-controlling member in consolidated real estate entities	—		2,691
Distribution to non-controlling member in consolidated real estate entities						Distribution to non-controlling member in consolidated real estate entities	(4,028)		(1,060)
Payments to satisfy tax withholding	Payments to satisfy tax withholding	(693)		(4,203)		Payments to satisfy tax withholding	(3,668)		(693)
Payments of loan costs		(6,965)		—
Net cash (used in) provided by financing activities		(178,668)		150,190
Net (decrease) increase in cash and cash equivalents and restricted cash		(38,042)		5,315
Payment of loan costs						Payment of loan costs	(10,623)		(6,965)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	36,701		(224,239)
Net decrease in cash and cash equivalents and restricted cash						Net decrease in cash and cash equivalents and restricted cash	(2,120)		(26,300)
Cash and cash equivalents and restricted cash—beginning of period	Cash and cash equivalents and restricted cash—beginning of period	101,280		108,192		Cash and cash equivalents and restricted cash—beginning of period	68,191		101,280
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$	63,238	$	113,507	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$	66,071	$	74,980

~~_____________~~

~~1. Represents bad debt expense/recovery, unrealized loss/gain on ineffective portion of derivatives and unrealized loss/gain on non-real estate investment.~~

The accompanying notes are an integral part of these consolidated financial statements.

109

Table of Contents

ITEM 1. FINANCIAL STATEMENTS OF HUDSON PACIFIC PROPERTIES, L.P.

HUDSON PACIFIC PROPERTIES, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)


		September 30, 2018 (unaudited)		December 31, 2017			March 31, 2019 (unaudited)		December 31, 2018
ASSETS	ASSETS					ASSETS
Investment in real estate, at cost	Investment in real estate, at cost	$	6,690,374	$	6,219,361	Investment in real estate, at cost	$	6,990,420	$	7,059,537
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(649,624)		(521,370)		Accumulated depreciation and amortization	(739,334)		(695,631)
Investment in real estate, net	Investment in real estate, net	6,040,750		5,697,991		Investment in real estate, net	6,251,086		6,363,906
Cash and cash equivalents	Cash and cash equivalents	52,456		78,922		Cash and cash equivalents	52,445		53,740
Restricted cash	Restricted cash	10,782		22,358		Restricted cash	13,626		14,451
Accounts receivable, net	Accounts receivable, net	12,125		4,234		Accounts receivable, net	17,969		14,004
Straight-line rent receivables, net	Straight-line rent receivables, net	131,713		106,466		Straight-line rent receivables, net	159,004		142,369
Deferred leasing costs and lease intangible assets, net	Deferred leasing costs and lease intangible assets, net	256,100		239,029		Deferred leasing costs and lease intangible assets, net	280,193		279,896
U.S. Government securities (Note 11)		148,315		—
U.S. Government securities						U.S. Government securities	144,992		146,880
Operating lease right-of-use asset						Operating lease right-of-use asset	272,051		—
Prepaid expenses and other assets, net	Prepaid expenses and other assets, net	92,609		61,139		Prepaid expenses and other assets, net	82,441		55,633
Assets associated with real estate held for sale	Assets associated with real estate held for sale	—		411,931		Assets associated with real estate held for sale	99,821		—
TOTAL ASSETS	TOTAL ASSETS	$	6,744,850	$	6,622,070	TOTAL ASSETS	$	7,373,628	$	7,070,879

LIABILITIES AND CAPITAL	LIABILITIES AND CAPITAL					LIABILITIES AND CAPITAL
Liabilities	Liabilities					Liabilities
Unsecured and secured debt, net	Unsecured and secured debt, net	$	2,332,795	$	2,421,380	Unsecured and secured debt, net	$	2,711,632	$	2,623,835
In-substance defeased debt	In-substance defeased debt	139,003		—		In-substance defeased debt	137,417		138,223
Joint venture partner debt						Joint venture partner debt	66,136		66,136
Accounts payable, accrued liabilities and other	Accounts payable, accrued liabilities and other	193,941		162,346		Accounts payable, accrued liabilities and other	208,047		175,300
Operating lease liability						Operating lease liability	274,626		—
Lease intangible liabilities, net	Lease intangible liabilities, net	43,289		49,540		Lease intangible liabilities, net	41,112		45,612
Security deposits and prepaid rent	Security deposits and prepaid rent	64,169		62,760		Security deposits and prepaid rent	69,251		68,687
Liabilities associated with real estate held for sale	Liabilities associated with real estate held for sale	—		4,903		Liabilities associated with real estate held for sale	732		—
Total liabilities	Total liabilities	2,773,197		2,700,929		Total liabilities	3,508,953		3,117,793

Redeemable preferred units of the operating partnership	Redeemable preferred units of the operating partnership	9,815		10,177		Redeemable preferred units of the operating partnership	9,815		9,815
Redeemable non-controlling interest in consolidated real estate entity		50,092		—
Redeemable non-controlling interest in consolidated real estate entities						Redeemable non-controlling interest in consolidated real estate entities	114,616		113,141

Capital	Capital					Capital
Hudson Pacific Properties, L.P. partners’ capital	Hudson Pacific Properties, L.P. partners’ capital					Hudson Pacific Properties, L.P. partners’ capital
Common units, 156,218,170 and 156,171,553 issued and outstanding at September 30, 2018 and December 31, 2017, respectively.		3,616,824		3,639,086
Common units, 155,094,354 and 154,940,583 issued and outstanding at March 31, 2019 and December 31, 2018, respectively.						Common units, 155,094,354 and 154,940,583 issued and outstanding at March 31, 2019 and December 31, 2018, respectively.	3,463,504		3,544,319
Accumulated other comprehensive income	Accumulated other comprehensive income	27,936		13,276		Accumulated other comprehensive income	9,701		17,565
Total Hudson Pacific Properties, L.P. partners’ capital	Total Hudson Pacific Properties, L.P. partners’ capital	3,644,760		3,652,362		Total Hudson Pacific Properties, L.P. partners’ capital	3,473,205		3,561,884
Non-controlling interest—members in consolidated entities	Non-controlling interest—members in consolidated entities	266,986		258,602		Non-controlling interest—members in consolidated entities	267,039		268,246
Total capital	Total capital	3,911,746		3,910,964		Total capital	3,740,244		3,830,130
TOTAL LIABILITIES AND CAPITAL	TOTAL LIABILITIES AND CAPITAL	$	6,744,850	$	6,622,070	TOTAL LIABILITIES AND CAPITAL	$	7,373,628	$	7,070,879

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

HUDSON PACIFIC PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except unit data)


	Three Months Ended March 31,
	2019		2018
REVENUES
Office
Rental (Note 2)	$	170,197	$	130,082
Tenant recoveries (Note 2)	—		20,904
Service revenues (Note 2)	5,661		5,546
Total office revenues	175,858		156,532
Studio
Rental (Note 2)	12,394		10,383
Tenant recoveries (Note 2)	—		354
Service revenues and other (Note 2)	9,137		6,849
Total studio revenues	21,531		17,586
Total revenues	197,389		174,118
OPERATING EXPENSES
Office operating expenses	60,815		53,240
Studio operating expenses	11,109		9,664
General and administrative	18,094		15,564
Depreciation and amortization	68,505		60,553
Total operating expenses	158,523		139,021
OTHER EXPENSE (INCOME)
Interest expense	24,350		20,503
Interest income	(1,024)		(9)


Transaction-related expenses	128		118
Other expense (income)	106		(404)
Gains on sale of real estate	—		(37,674)
Impairment loss	52,201		—
Total other expense (income)	75,761		(17,466)
Net (loss) income	(36,895)		52,563
Net income attributable to non-controlling interest in consolidated real estate entities	(2,821)		(3,323)
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities	600		—
Net (loss) income attributable to Hudson Pacific Properties, L.P.	(39,116)		49,240
Net income attributable to preferred units	(153)		(159)
Net income attributable to participating securities	(308)		(327)
NET (LOSS) INCOME AVAILABLE TO COMMON UNITHOLDERS	$	(39,577)	$	48,754

BASIC AND DILUTED PER UNIT AMOUNTS
Net (loss) income attributable to common unitholders—basic	$	(0.26)	$	0.31
Net (loss) income attributable to common unitholders—diluted	$	(0.26)	$	0.31
Weighted average shares of common units outstanding—basic	155,120,144		156,195,100
Weighted average shares of common units outstanding—diluted	155,120,144		157,283,867

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

HUDSON PACIFIC PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~

~~(unaudited, in thousands, except unit data)~~

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
REVENUES
Office
Rental $ 129,963 $ 139,157 $ 389,777 $ 406,275
Tenant recoveries 24,615 24,982 67,479 67,421
Parking and other 6,868 8,035 19,272 22,146
Total office revenues 161,446 172,174 476,528 495,842
Studio
Rental 11,731 11,012 32,822 26,802
Tenant recoveries 299 133 1,153 927
Other property-related revenue 6,988 6,561 18,724 14,964
Other 234 141 758 271
Total studio revenues 19,252 17,847 53,457 42,964
Total revenues 180,698 190,021 529,985 538,806
OPERATING EXPENSES
Office operating expenses 57,295 59,102 164,475 162,524
Studio operating expenses 10,511 10,588 28,714 24,842
General and administrative 14,280 13,013 46,047 41,329
Depreciation and amortization 62,224 71,158 183,483 217,340
Total operating expenses 144,310 153,861 422,719 446,035
Operating income 36,388 36,160 107,266 92,771
OTHER EXPENSE (INCOME)
Interest expense 20,131 22,461 59,965 66,086
Interest income (418) (44) (493) (90)
Unrealized gain on non-real estate investment — — (928) —
Unrealized loss on ineffective portion of derivative instrument — 37 — 82
Transaction-related expenses 165 598 283 598
Other income (25) (1,402) (748) (2,656)
Total other expenses 19,853 21,650 58,079 64,020
Income before gains on sale of real estate 16,535 14,510 49,187 28,751
Gains on sale of real estate 3,735 — 43,337 16,866
Net income 20,270 14,510 92,524 45,617
Net income attributable to non-controlling interest in consolidated entities (2,569) (2,991) (9,059) (9,002)
Net income attributable to Hudson Pacific Properties, L.P. 17,701 11,519 83,465 36,615
Net income attributable to preferred units (153) (159) (465) (477)
Net income attributable to participating securities (118) (255) (555) (750)
NET INCOME AVAILABLE TO COMMON UNITHOLDERS $ 17,430 $ 11,105 $ 82,445 $ 35,388
BASIC AND DILUTED PER UNIT AMOUNTS
Net income attributable to common unitholders—basic $ 0.11 $ 0.07 $ 0.53 $ 0.23
Net income attributable to common unitholders—diluted $ 0.11 $ 0.07 $ 0.52 $ 0.23
Weighted average shares of common units outstanding—basic 156,218,155 155,871,845 156,206,396 153,736,796
Weighted average shares of common units outstanding—diluted 157,238,292 156,662,781 157,197,533 154,510,732

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

~~HUDSON PACIFIC PROPERTIES, L.P.~~

~~CONSOLIDATED STATEMENTS OF~~ COMPREHENSIVE (LOSS) INCOME

(unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Net income $ 20,270 $ 14,510 $ 92,524 $ 45,617
Other comprehensive income: change in fair value of derivatives 1,432 507 14,429 611
Comprehensive income 21,702 15,017 106,953 46,228
Comprehensive income attributable to preferred units (153) (159) (465) (477)
Comprehensive income attributable to participating securities (128) (255) (652) (750)
Comprehensive income attributable to non-controlling interest in consolidated entities (2,569) (2,991) (9,059) (9,002)
COMPREHENSIVE INCOME ATTRIBUTABLE TO PARTNERS’ CAPITAL $ 18,852 $ 11,612 $ 96,777 $ 35,999


	Three Months Ended March 31,
	2019		2018
Net (loss) income	$	(36,895)	$	52,563
Other comprehensive (loss) income: change in fair value of derivatives	(7,864)		9,513
Comprehensive (loss) income	(44,759)		62,076
Comprehensive income attributable to preferred units	(153)		(159)
Comprehensive income attributable to participating securities	(308)		(391)
Comprehensive income attributable to non-controlling interest in consolidated entities	(2,821)		(3,323)
Comprehensive loss attributable to redeemable non-controlling interest in consolidated real estate entities	600		—
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO PARTNERS’ CAPITAL	$	(47,441)	$	58,203

The accompanying notes are an integral part of these consolidated financial statements.

1312

Table of Contents

HUDSON PACIFIC PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CAPITAL

(unaudited, in thousands, except unit data)


		Hudson Pacific Properties, L.P. Partners’ Capital																				Hudson Pacific Properties, L.P. Partners’ Capital
		Number of Common Units	Common Units		Accumulated Other Comprehensive Income			Total Partners’ Capital			Non-controlling Interest—Members in Consolidated Entities			Total Capital				Number of Common Units		Common Units		Accumulated Other Comprehensive Income		Total Partners’ Capital		Non-controlling Interest—Members in Consolidated Entities		Total Capital
Balance at January 1, 2017		145,942,855	$	3,392,264	$	5,878		$	3,398,142		$	304,608		$	3,702,750
Contributions		—			—			—			3,870
Distributions		—	—		—			—			(74,836)
Proceeds from sale of common units, net of underwriters’ discount and transaction costs		18,656,575	647,382		—			647,382			—			647,382
Issuance of unrestricted units		917,086	—		—			—
Units withheld to satisfy tax withholding		(463,388)	(16,041)		—			(16,041)			—			(16,041)
Declared distributions		—	(158,544)		—			(158,544)			—			(158,544)
Amortization of unit-based compensation		—	15,915		—			15,915			—			15,915
Net income		—	68,965		—			68,965			24,960			93,925
Change in fair value of derivatives		—	—		7,398						—			7,398
Redemption of common units		(8,881,575)	(310,855)		—			(310,855)			—			(310,855)
Balance at December 31, 2017	Balance at December 31, 2017	156,171,553	3,639,086		13,276			3,652,362			258,602			3,910,964			Balance at December 31, 2017	156,171,553		$	3,639,086	$	13,276	$	3,652,362	$	258,602	$	3,910,964
Cumulative adjustment related to adoption of ASU 2017-12	Cumulative adjustment related to adoption of ASU 2017-12	—	(231)		231			—									Cumulative adjustment related to adoption of ASU 2017-12	—		(231)		231		—		—
Contributions	Contributions	—									2,486						Contributions	—				—		—		2,691
Distributions	Distributions	—									(3,112)						Distributions	—		—		—		—		(1,060)
Proceeds from sale of common units, net of underwriters’ discount and transaction costs	Proceeds from sale of common units, net of underwriters’ discount and transaction costs	—															Proceeds from sale of common units, net of underwriters’ discount and transaction costs	—		(173)		—		(173)		—		(173)
Issuance of unrestricted units	Issuance of unrestricted units	66,970	—														Issuance of unrestricted units	43,900		—		—		—
Units withheld to satisfy tax withholding	Units withheld to satisfy tax withholding	(20,353)	(693)		—			(693)			—			(693)			Units withheld to satisfy tax withholding	(20,353)		(693)		—		(693)		—		(693)

Declared distributions	Declared distributions	—	(118,059)		—			(118,059)			—			(118,059)			Declared distributions	—		(39,351)		—		(39,351)		—		(39,351)
Amortization of unit-based compensation	Amortization of unit-based compensation	—	13,721		—			13,721			—			13,721			Amortization of unit-based compensation	—		4,570		—		4,570		—		4,570
Net income	Net income	—	83,000		—			83,000			9,010			92,010			Net income	—		49,081		—		49,081		3,323		52,404
Change in fair value of derivatives	Change in fair value of derivatives	—			14,429						—			14,429			Change in fair value of derivatives	—		—		9,513				—		9,513

Balance at September 30, 2018		156,218,170	$	3,616,824	$	27,936		$	3,644,760		$	266,986		$	3,911,746
Balance at March 31, 2018					Balance at March 31, 2018		156,195,100			$	3,652,289		$	23,020		$	3,675,309	$	263,556	$	3,938,865

Balance at December 31, 2018					Balance at December 31, 2018		154,940,583			3,544,319			17,565			3,561,884		268,246		3,830,130
Cumulative adjustment related to adoption of ASC 842					Cumulative adjustment related to adoption of ASC 842		—			(2,105)			—			(2,105)		—		(2,105)

Distributions					Distributions		—											(4,028)

Issuance of unrestricted units					Issuance of unrestricted units		298,727			—
Units withheld to satisfy tax withholding					Units withheld to satisfy tax withholding		(126,880)			(3,668)			—			(3,668)		—		(3,668)
Declared distributions					Declared distributions		—			(40,427)			—			(40,427)		—		(40,427)
Amortization of unit-based compensation					Amortization of unit-based compensation		—			5,179			—			5,179		—		5,179
Net (loss) income					Net (loss) income		—			(39,269)			—			(39,269)		2,821		(36,448)
Change in fair value of derivatives					Change in fair value of derivatives		—						(7,864)					—		(7,864)
Redemption of common units					Redemption of common units		(18,076)			(525)			—			(525)		—		(525)
Balance at March 31, 2019					Balance at March 31, 2019		155,094,354			$	3,463,504		$	9,701		$	3,473,205	$	267,039	$	3,740,244

The accompanying notes are an integral part of these consolidated financial statements.

1413

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HUDSON PACIFIC PROPERTIES, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


		Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017			2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	92,524	$	45,617
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income						Net (loss) income	$	(36,895)	$	52,563
Adjustments to reconcile net (loss) income to net cash provided by operating activities:						Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	183,483		217,340		Depreciation and amortization	68,505		60,553
Non-cash portion of interest expense	Non-cash portion of interest expense	4,527		3,558		Non-cash portion of interest expense	1,591		1,658
Amortization of unit-based compensation	Amortization of unit-based compensation	12,919		11,237		Amortization of unit-based compensation	5,150		4,338
Straight-line rents	Straight-line rents	(25,546)		(15,174)		Straight-line rents	(16,635)		(9,942)
Straight-line rent expenses	Straight-line rent expenses	368		296		Straight-line rent expenses	366		136
Amortization of above- and below-market leases, net	Amortization of above- and below-market leases, net	(10,271)		(14,326)		Amortization of above- and below-market leases, net	(4,179)		(3,811)
Amortization of above- and below-market ground lease, net	Amortization of above- and below-market ground lease, net	1,807		2,088		Amortization of above- and below-market ground lease, net	615		624
Amortization of lease incentive costs	Amortization of lease incentive costs	1,035		1,140		Amortization of lease incentive costs	326		303
Other non-cash adjustments⁽¹⁾		49		598
Other non-cash adjustments						Other non-cash adjustments	—		256
Impairment loss						Impairment loss	52,201		—
Gains on sale of real estate	Gains on sale of real estate	(43,337)		(16,866)		Gains on sale of real estate	—		(37,674)
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accounts receivable	Accounts receivable	(8,655)		1,649		Accounts receivable	(4,263)		(1,782)
Deferred leasing costs and lease intangibles	Deferred leasing costs and lease intangibles	(32,640)		(23,270)		Deferred leasing costs and lease intangibles	(13,675)		(6,614)
Prepaid expenses and other assets	Prepaid expenses and other assets	(630)		(3,000)		Prepaid expenses and other assets	2,771		3,313
Accounts payable and accrued liabilities		23,448		34,660
Accounts payable and accrued liabilities and other						Accounts payable and accrued liabilities and other	33,004		(33)
Security deposits and prepaid rent	Security deposits and prepaid rent	(1,201)		(5,943)		Security deposits and prepaid rent	564		559
Net cash provided by operating activities	Net cash provided by operating activities	197,880		239,604		Net cash provided by operating activities	89,446		64,447
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment property		(278,004)		(224,797)
Property acquisitions		(71,152)		(257,734)
Purchase of U.S. Government securities		(149,176)		—
Additions to investment in real estate						Additions to investment in real estate	(94,615)		(103,512)

Maturities of U.S. Government securities						Maturities of U.S. Government securities	1,932		—
Proceeds from sale of real estate	Proceeds from sale of real estate	454,542		81,707		Proceeds from sale of real estate	—		237,004
Distributions from unconsolidated entity		14,036		17,416
Contributions to unconsolidated entity		—		(1,071)

Deposits for property acquisitions	Deposits for property acquisitions	(27,500)		—		Deposits for property acquisitions	(35,584)		—
Net cash used in investing activities		(57,254)		(384,479)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(128,267)		133,492
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt		360,000		270,000
Payments of debt		(448,792)		(321,892)
Proceeds from unsecured and secured debt						Proceeds from unsecured and secured debt	430,001		130,000
Payments of unsecured and secured debt						Payments of unsecured and secured debt	(335,145)		(308,529)
Payments of in-substance defeased debt						Payments of in-substance defeased debt	(806)		—
Proceeds from issuance of common units, net	Proceeds from issuance of common units, net	—		647,524		Proceeds from issuance of common units, net	—		(173)
Payments for redemption of common units		—		(310,855)
Redemption of series A preferred units		(362)		—
Distributions paid to common unitholders		(118,059)		(118,408)
Distributions paid to preferred unitholders		(465)		(477)
Contributions from redeemable non-controlling member in consolidated entity		37,294		—
Contributions from non-controlling member in consolidated entities		2,486		3,870
Distributions to non-controlling member in consolidated entities		(3,112)		(15,369)
Repurchase of common units in the operating partnership						Repurchase of common units in the operating partnership	(525)		—

Dividends paid to common stock and unit-holders						Dividends paid to common stock and unit-holders	(40,427)		(39,351)
Dividends paid to preferred unit-holders						Dividends paid to preferred unit-holders	(153)		(159)
Contribution of redeemable non-controlling member in consolidated real estate entities						Contribution of redeemable non-controlling member in consolidated real estate entities	2,075		—
Contribution of non-controlling member in consolidated real estate entities						Contribution of non-controlling member in consolidated real estate entities	—		2,691
Distribution to non-controlling member in consolidated real estate entities						Distribution to non-controlling member in consolidated real estate entities	(4,028)		(1,060)
Payments to satisfy tax withholding	Payments to satisfy tax withholding	(693)		(4,203)		Payments to satisfy tax withholding	(3,668)		(693)
Payments of loan costs		(6,965)		—
Net cash (used in) provided by financing activities		(178,668)		150,190
Net (decrease) increase in cash and cash equivalents and restricted cash		(38,042)		5,315
Payment of loan costs						Payment of loan costs	(10,623)		(6,965)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	36,701		(224,239)
Net decrease in cash and cash equivalents and restricted cash						Net decrease in cash and cash equivalents and restricted cash	(2,120)		(26,300)
Cash and cash equivalents and restricted cash—beginning of period	Cash and cash equivalents and restricted cash—beginning of period	101,280		108,192		Cash and cash equivalents and restricted cash—beginning of period	68,191		101,280
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$	63,238	$	113,507	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$	66,071	$	74,980

~~_______________~~

~~1. Represents bad debt expense/recovery, unrealized loss/gain on ineffective portion of derivatives and unrealized loss/gain on non-real estate investment.~~

The accompanying notes are an integral part of these consolidated financial statements.

1514

Table of Contents

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

1. Organization

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.

On April 1, 2015, the Company completed the acquisition of the EOP Northern California Portfolio (“EOP Acquisition”) from Blackstone Real Estate Partners V and VI (“Blackstone”). The EOP Acquisition consisted of 26 high-quality office assets totaling approximately 8.2 million square feet and two development parcels located throughout Northern California. The total consideration paid for the EOP Acquisition before certain credits, prorations and closing costs included a cash payment of $1.75 billion and an aggregate of 63,474,791 shares of common stock of Hudson Pacific Properties, Inc. and common units in the operating partnership.

The Company’s portfolio consists of properties located throughout Northern and Southern California and the Pacific Northwest. The following table summarizes the Company’s portfolio as of ~~September 30, 2018:~~March 31, 2019:


Segments	Segments	Number of Properties	Square Feet (unaudited)	Segments	Number of Properties	Square Feet (unaudited)
Office	Office	51	13,498,837	Office	52	13,866,793
Studio	Studio	3	1,246,423	Studio	3	1,224,403
TOTAL⁽¹⁾	TOTAL⁽¹⁾	54	14,745,260	TOTAL⁽¹⁾	55	15,091,196

_________________

1.Includes redevelopment, development and ~~development~~held for sale properties.

2. Summary of Significant Accounting Policies

Basis of Presentation

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”) applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements reflect all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim periods presented. References to number of properties and square-feet are not covered by the auditor’s review procedures.

The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, ~~2018.~~2019. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements in the ~~2017~~2018 Annual Report on Form 10-K of Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. and the notes thereto.

Certain amounts in the consolidated financial statements for the prior period have been reclassified to conform to the current period presentation. Included in the reclassified amounts are properties held for sale. These amounts relate to our Peninsula Office Park property, which was sold on July 27, 2018.

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

Principles of Consolidation

The unaudited interim consolidated financial statements of the Company include the accounts of the Company, the operating partnership and all wholly owned and controlled subsidiaries. The consolidated financial statements of the operating partnership include the accounts of the operating partnership and all 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 ~~cost or~~ equity method of accounting. In addition, the Company continually evaluates each legal entity that is not wholly owned for reconsideration based on changing circumstances.

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

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

•the characteristics of a controlling financial interest;

•sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties; and/or

•the entity is structured with non-substantive voting rights.

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 ~~September 30, 2018,~~March 31, 2019, the Company has determined ~~that four~~its operating partnership and five joint ventures ~~and our operating partnership~~ met the definition of a VIE. ~~Three~~Four of the joint ventures are consolidated entities and one joint venture is ~~a non-consolidated~~an unconsolidated entity.

Consolidated Entities

As of ~~September 30, 2018,~~March 31, 2019, the operating partnership has determined that ~~three~~four of its joint ventures met the definition of a VIE and are consolidated:


Entity	Property	Ownership Interest
Hudson 1455 Market, L.P.	1455 Market	55.0	%
Hudson 1099 Stewart, L.P.	Hill7	55.0	%
HPP-MAC WSP, LLC	One Westside and 10850 Pico	75.0	%
Hudson One Ferry REIT, L.P.	Ferry Building	55.0	%

On March 1, 2018, the Company entered into a joint venture agreement with Macerich WSP, LLC (“Macerich”) to form HPP-MAC WSP, LLC (“HPP-MAC JV”). On August 31, 2018, Macerich contributed Westside Pavilion to the HPP-MAC JV. The Company intends to redevelop Westside Pavilion into approximately 500,000 square feet of state-of-the-art creative office space called One Westside, while maintaining approximately 95,987 square feet of retail and entertainment space at 10850 Pico. The HPP-MAC JV is held 75% by the Company and 25% by Macerich, with the Company serving as the managing member and developer. The joint venture agreement lacks substantive participating or kick-out rights and is therefore a VIE. The Company, through its subsidiaries, has the right to (i) receive benefits and absorb losses and (ii) has the power to direct the activities that most significantly affect the joint venture and, as a result, is the primary beneficiary and consolidates the joint venture.

As of ~~September 30,~~March 31, 2019 and December 31, 2018, 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 these VIEs.

On October 9, 2018, the Company entered into a joint venture with Allianz U.S. Private REIT LP (“Allianz”) to purchase the Ferry Building property located in San Francisco, California. The Company owns 55% of the joint venture. See Note 19 for details.Unconsolidated Entity

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

~~Non-consolidated Entities~~

~~On June 16, 2016, the Company entered into a joint venture to co-originate a loan secured by land in Santa Clara, California. The assets of the joint venture consist of notes receivable.~~ As of ~~September 30, 2018,~~March 31, 2019, the Company has determined it is not the primary beneficiary of ~~the~~one joint ~~venture that meets the definition of a VIE.~~venture. Due to its significant influence over the ~~non-consolidated~~unconsolidated entity, the Company accounts for it 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. On July 10, 2018, the Company received a return of capital related to its share of the repayment of the notes receivable. The Company’s net equity investment is reflected within prepaid expenses and other assets on the Consolidated Balance Sheets, which represents the Company’s maximum exposure for loss. As of September 30, 2018, the net equity investment was $92 thousand. The Company’s share of net income or loss from the entity is included within other income on the Consolidated Statements of Operations. The ~~Company owns 21%~~Company’s net equity investment of the ~~non-consolidated entity.~~unconsolidated entity of $86 thousand and $86 thousand as of March 31, 2019 and December 31, 2018, respectively, is reflected within prepaid expenses and other assets on the Consolidated Balance Sheets, which represents the Company’s maximum exposure for loss.

Use of Estimates

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 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.

Lease Accounting

In February 2016, the FASB issued guidance codified in ASC 842, Leases (“ASC 842”), which amends the guidance in former ASC 840, Leases (“ASC 840”). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). The new standard increases transparency and

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases. The Company adopted ASC 842 on January 1, 2019 using the modified retrospective transition approach that must be applied for leases that exist or are entered into after January 1, 2019.

ASC 842 provides transition practical expedients that must be elected together that allow entities to not (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. Additionally, the guidance allows an entity to elect a practical expedient to not assess whether an existing or expired land easement that was not previously accounted for as a lease under ASC 840 is considered in 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 could 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.

Lessee Accounting

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 and operating lease liabilities on the Consolidated Balance Sheets.

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 uses 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 we do not include in its minimum lease terms unless they are 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, as of March 31, 2019, was 33 years.

Lessor Accounting

As a lessor, the Company’s recognition of revenue remained consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. With the election of the lessor practical expedient, the presentation of revenues on the Consolidated Statement of Operations has changed to reflect a single lease component which combines rental, tenant recoveries, and other tenant-related revenues for the office portfolio. For the Company’s rentals at the studio properties, total lease consideration is allocated to lease and non-lease components on a relative standalone basis. The recognition of revenues related to lease components is governed by ASC 842, while revenue related to non-lease components is be subject to ASC 606.

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 will be 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

Table of Contents

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

million as a cumulative adjustment to accumulated deficit for costs associated with leases that have not commenced as of January 1, 2019, that were previously capitalized and no longer meet 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.

Revenue Recognition

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) guest parking revenues and (v) sale of real estate.

Revenue Stream

Components

Financial Statement Location⁽¹⁾

Rental revenues

Office rentals, stage rentals and storage rentals

Office and studio segments: rental

Tenant recoveries and other tenant-related revenues

Reimbursement of real estate taxes, insurance, repairs and maintenance, other operating expenses and ~~monthly~~must take parking revenues

Office segment: ~~tenant recoveries and parking and other~~

rental
Studio segment: ~~tenant recoveries~~rental and service revenue and other ~~property-related revenue~~

Ancillary revenues

Revenues derived from tenants’ use of lighting, equipment rental, power, HVAC and telecommunications (i.e., telephone and internet)

Studio segment: ~~other property-related~~service revenue and other

Guest parking revenues

Parking revenue that is not associated with lease agreements

Office segment: ~~parking and other~~service revenue
Studio segment: ~~other property-related~~service revenue and other

Sale of real estate

Gains on sales derived from cash consideration less cost basis

Gains on sale of real estate

_________________

1.The financial statement locations stated above are as of March 31, 2019 after the adoption of ASC 842 and do not reflect the locations as of December 31, 2018.

The Company’s 2018 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.

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 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 revenues have been accounted for under ASC 606 since the Company adopted this standard on January 1, 2018. These revenues have single performance obligations and are recognized at the point in time when services are rendered.

The following table summarizes the Company’s revenue streams that are accounted for under ASC 606:


	March 31, 2019		March 31, 2018
Ancillary revenues	$	8,086	$	5,320
Guest parking revenues	$	6,447	$	5,413
Studio related tenant recoveries⁽¹⁾	$	275	N/A

_________________

1.Studio related tenant recoveries are accounted for under ASC 606 effective January 1, 2019.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

~~Currently, rental revenues~~The following table summarizes the Company’s receivables that are accounted for under ASC ~~840,~~ 606:


	March 31, 2019		December 31, 2018
Ancillary revenues	$	5,836	$	3,752
Guest parking revenues	$	1,393	$	959
Studio related tenant recoveries	$	—	N/A

_________________

1.~~Leases. Rental revenues will be~~Studio related tenant recoveries are accounted for under ASC ~~842,~~ ~~Leases~~ ~~(“ASC 842”), which the Company plans to adopt on~~606 effective January 1, 2019.

~~Currently tenant recoveries are accounted for under ASC 605,~~ ~~Revenue Recognition~~ ~~(“ASC 605”). Tenant recoveries will be accounted for under ASC 606,~~ ~~Revenue from Contracts with Customers~~ (“ASC 606”), beginning on January 1, 2019, when the Company adopts ASC 842. Under the current ASC 842 guidance, the Company would be required to classify its tenant recoveries into lease and non-lease components. On March 28, 2018, the FASB agreed to issue an amendment to ASC 842, which, if elected, permits the Company to classify tenant recoveries as a single lease component and account for tenant recoveries with rental revenues in the Consolidated Statement of Operations. Please refer to our Update on ASC 842 implementation section below for details.

Ancillary revenues and guest parking revenues have been 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 will result in the consideration being recognized once all performance obligations are satisfied. The timing and pattern of revenue recognition as it relates to ancillary revenues and guest parking revenues have not changed from those under ASC 605.

Sale of real estate has 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 certain recognition and measurement principles in accordance with ASC 606 when it ~~de-recognizes~~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 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, 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 of sale of real estate if the sale includes continued involvement that represents a separate performance obligation.

Recently Issued Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of Accounting Standards Update (“ASU”). The following ASUs were adopted by the Company in ~~2018:~~2019:

Standard

Description

Effect on the Financial Statements or Other Significant Matters

ASU ~~2018-09,~~2016-02, Leases (Topic 842)

ASU 2019-01, Leases (Topic 842): Codification Improvements

ASU 2018-11, Leases (Topic 842): Targeted Improvements

ASU 2018-10, Codification Improvements to Topic 842, Leases

ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842

Issued on February 5, 2016, ASU 2016-02 amends the accounting guidance for leases and sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors).

The ~~amendment, among other things, clarifies when excess tax benefits should be recognized~~Company adopted ASC 842 during the first quarter of 2019 using the modified retrospective transition method with a cumulative adjustment to accumulated deficit. Refer to Lease Accounting section above for ~~share-based compensation awards, removes inconsistent guidance~~details.

ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

The amendments in ~~income tax~~this update permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting ~~for business combinations, clarifies~~purposes under Topic 815 in addition to the ~~circumstances when derivatives may be offset,~~UST, the LIBOR swap rate, the OIS rate based on the Fed Funds Effective Rate, and the measurement of liability or equity-classified financial instruments when an identical asset is held as an asset, and allows portfolios of financial instruments and nonfinancial instruments accounted for as derivatives to use the portfolio exception to valuation. SIFMA Municipal Swap Rate.

The Company adopted this guidance during ~~Q2 2018~~the first quarter of 2019 using the prospective approach. The adoption did not have an impact on the Consolidated Financial ~~Statements.~~ Statements since LIBOR is still in use, however, this is expected to have an impact in later periods once SOFR is adopted.

ASU ~~2018-07, Compensation—Stock Compensation~~2018-02, Income Statement—Reporting Comprehensive Income (Topic ~~718)~~220): ~~Improvements to Non-employee Share-Based Payment Accounting~~ Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

~~This amendment expands~~The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the ~~scope~~Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of ~~ASC 718~~information reported to ~~include all share-based payment arrangements. It simplifies~~financial statement users. However, because the ~~accounting for share-based payments granted~~amendments only relate to ~~non-employees for goods~~the reclassification of the income tax effects of the Tax Cuts and ~~services by aligning~~Jobs Act, the ~~accounting with~~underlying guidance that requires that the ~~requirements for share-based payments granted to employees.~~ effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects.

The Company adopted this guidance during ~~Q2 2018 using~~ the first quarter of 2019 on a prospective ~~approach.~~basis. The adoption did not have an impact on the Consolidated Financial Statements.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

Other Recently Issued ASUs

The Company considers the applicability and impact of all ASUs. The following table lists the recently issued ASUs that have not been disclosed in the Company’s 2018 Annual Report on Form 10-K and have not been adopted by the Company. The list excludes those ASUs that are not expected to have a material impact on the Company’s consolidated financial statements.

Standard

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

ASU 2018-04, Investments—Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273 (SEC Update)

ASU 2018-03, Technical Corrections and2019-04, Codification Improvements to Topic 326, Financial Instruments—~~Overall (Subtopic 825-10): Recognition~~Credit Losses, Topic 815, Derivatives and ~~Measurement of~~Hedging, and Topic 825, Financial Assets and Financial Liabilities

ASU 2016-01, Financial Instruments— Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities Instruments

The ~~guidance no longer allows the use of cost method of accounting~~FASB amended its standards on credit losses, hedging, and recognizing and
measuring financial instruments to clarify them and address implementation issues.

Effective for ~~equity instruments that do not have a readily determinable fair value,~~fiscal years beginning after December 15, 2020, and companies are now required to measure equity investments at fair value through net income. Companies are permitted to elect a measurement alternative that allows for measuring equity instruments at cost, less any impairment, plus or minus changes resulting from observable price changes, adjusted as of the date that an observable transaction takes place, rather than the report date. For equity investments that do not have a readily determinable fair value, this guidance is adopted prospectively for all investments that exist as of the date of adoption. The guidance allows entities to use a prospective transition approach only for securities they elect to measure using the measurement alternative. interim periods within those fiscal years.

The Company ~~adopted~~is currently evaluating the impact of this ~~guidance during Q1 2018 using the prospective approach. The Company has elected to measure our equity instruments using the measurement alternative. Please see Note 6 for details.~~

~~ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~

The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Therefore, a cumulative effect adjustment related to elimination of ineffectiveness measurement is required to be recorded to the opening balance of retained earnings as of the beginning of the fiscal year of adoption for a cash flow hedge. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. This guidance must be applied using a modified retrospective approach.

The Company adopted this guidance during Q1 2018 using the modified retrospective approach. As a result of the adoption, the concept of ineffectiveness from an accounting perspective is eliminated. Subsequent changes in fair value for a hedging instrument that has been designated and qualifies as a cash flow hedge will be recognized as a component in other comprehensive income. Additionally, the Company eliminated any previously recorded ineffectiveness with a cumulative effect adjustment. Please see Note 8 for details.

~~ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~

~~The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. This guidance must be applied prospectively.~~

~~The Company adopted this guidance during Q1 2018 on a prospective basis. The adoption did not have an impact on the Consolidated Financial Statements.~~

ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets

The guidance updates the definition of an in-substance nonfinancial asset and clarifies the scope of ASC 610-20 on the sale or transfer of nonfinancial assets to non-customers, including partial sales. It also clarifies the de-recognition guidance for nonfinancial assets to conform with the new revenue recognition standard. Either a full or modified retrospective approach can be applied.

The Company adopted this guidance during Q1 2018 using the modified retrospective approach. The Company has not had variable consideration in our sale of real estate, or partial sales of nonfinancial assets or contribution of a nonfinancial asset to form a joint venture with retained non-controlling interest. The adoption did not have an impact on the Consolidated Financial Statements. update.

3. Investment in Real Estate

The following table summarizes the Company’s investment in real estate, at cost as of:


	March 31, 2019		December 31, 2018
Land	$	1,313,411	$	1,372,872
Building and improvements	4,941,701		4,991,770
Tenant improvements	547,427		510,217
Furniture and fixtures	9,451		9,320
Property under development	178,430		175,358
INVESTMENT IN REAL ESTATE, AT COST⁽¹⁾	$	6,990,420	$	7,059,537

_____________

1.Excludes balances related to properties that have been classified as held for sale.

Acquisitions

The Company had no acquisitions during the three months ended March 31, 2019. On March 26, 2019, the Company entered into an agreement to purchase, through a joint venture with Blackstone Property Partners (“Blackstone”), the 1.45 million-square-foot Bentall Centre property located in Vancouver, Canada. The acquisition is expected to close during the second quarter of 2019.

Dispositions

The Company had no dispositions during the three months ended March 31, 2019.

Held for Sale

The Company had one property, Campus Center, classified as held for sale as of March 31, 2019. The Campus Center property, which includes the office property and developable land, is being sold to two separate, unrelated buyers for a combined amount of approximately $150 million (before certain credits, prorations and closing costs). Both sales are expected to close during the second quarter of 2019. The Company did not have any properties classified as held for sale as of December 31, 2018.

The following table summarizes the components of assets and liabilities associated with real estate held for sale as of:

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)


	March 31, 2019
ASSETS
Investment in real estate, net	$	99,703

~~Standard~~			~~Description~~	~~Effect on the Financial Statements or Other Significant Matters~~
ASU 2014-09, Revenue from Contracts with Customers amended by ASU 2016-08, Revenue from Contracts with Customers—Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Update 2016-20—Technical CorrectionsDeferred leasing costs and Improvements to (Topic 606), Revenue from Contracts with Customers Update 2016-12—Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Update 2016-10—Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Update 2016-08—Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)lease intangible assets, net	14
~~Issued on May 28, 2014, ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers~~Prepaid expenses and specifically notes that lease contracts with customers are a scope exception. Issued on March 17, 2016, ASU 2016-08 clarifies certain aspects of the principal-versus-agent guidance in its new revenue recognition standard related to the determination of whether an entity is a principal or agent and the determination of the nature of each specified good or service. The guidance provides for practical expedients associated with the determination of whether a significant financing component exists and the expedient for recording an immediate expense for certain incremental costs of obtaining a contract with a customer.other assets, net	104
~~The Company adopted this guidance during Q1 2018 using the modified retrospective approach~~ASSETS ASSOCIATED WITH REAL ESTATE HELD FOR SALE	$	99,821

LIABILITIES
Accounts payable, accrued liabilities and is using the practical expedients associated with expensing incremental costs of obtaining a contract with a customer with terms of one year or less. The adoption of this ASU did not result in any changes with respect to the timing and pattern of revenue recognition. Please refer to the revenue recognition policy note above for the additional disclosures. other	$	732


LIABILITIES ASSOCIATED WITH REAL ESTATE HELD FOR SALE	$	732

In August 2018, the SEC adopted a Disclosure Update and Simplification release, which outlines Regulation S-X amendments to eliminate outdated or duplicative disclosure requirements. The final rule also amends the interim financial statement requirements to require a reconciliationImpairment of changes in stockholders’ equity and capital in the notes or as a separate statements. These amendments are effective for all filings made 30 days after the amendments are published in the Federal Register, which was on October 4, 2018. The SEC announced that it would not object if the first presentation of the changes in stockholders’ equity and capital for a December 31st filer were made in the Company’s March 31, 2019 Form 10-Q. The Company plans to use the new presentation beginning in 2019.Long-Lived Assets

~~Update~~The Company assesses the carrying value of real estate assets and related intangibles 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 ~~ASC 842 implementation~~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. The Company recognizes impairment losses to the extent the carrying amount exceeds the fair value, based on Level 1 or Level 2 inputs, less estimated costs to sell. The Company recorded $52.2 million of impairment charges related to the Campus Center office property that was held for sale as March 31, 2019. The Company’s estimated fair value was based on the sale price. The Company did not recognize impairment losses during the three months ended March 31, 2018.

~~On February 25, 2016, the FASB issued ASU 2016-02,~~ ~~Leases, to amend the accounting guidance for leases~~

4. Deferred Leasing Costs and set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a lease agreement (i.e., lessees and lessors). This ASU is effective for annual reporting periods (including interim periods) beginning after December 15, 2018. Issuers have two options for adoption:Lease Intangibles, net

~~• a modified retrospective approach~~The following summarizes the Company’s deferred leasing costs and lease intangibles as of:


	March 31, 2019		December 31, 2018
Deferred leasing costs and in-place lease intangibles	$	340,634	$	336,535
Accumulated amortization	(126,298)		(123,432)
Deferred leasing costs and in-place lease intangibles, net	214,336		213,103
Below-market ground leases	72,916		72,916
Accumulated amortization	(9,558)		(8,932)
Below-market ground leases, net	63,358		63,984
Above-market leases	8,370		8,425
Accumulated amortization	(5,871)		(5,616)
Above-market leases, net	2,499		2,809
DEFERRED LEASING COSTS AND LEASE INTANGIBLE ASSETS, NET⁽¹⁾	$	280,193	$	279,896

Below-market leases	$	92,623	$	101,736
Accumulated amortization	(52,419)		(57,043)
Below-market leases, net	40,204		44,693
Above-market ground leases	1,095		1,095
Accumulated amortization	(187)		(176)
Above-market ground leases, net	908		919
LEASE INTANGIBLE LIABILITIES, NET⁽¹⁾	$	41,112	$	45,612

_____________

1.Excludes balances related to properties that ~~must be applied~~have been classified as held for leases that exist or are entered into after January 1, 2017, the beginning of the earliest comparative period presented in the 2019 consolidated financial statements, with a cumulative adjustment to the opening balance of retained earnings (accumulated deficit) on January 1, 2017, and restatement of the amounts presented prior to January 1, 2019.

sale.

• a modified retrospective transition method that, if the transition method is elected, must be applied for leases that existed or are entered into after January 1, 2019, the effective date of the ASU, with a cumulative adjustment to the opening balance of retained earnings (accumulated deficit) on January 1, 2019. Additional disclosures for the periods prior to adoption would follow ASC 840 disclosure requirements.

This guidance requires all lessees to record a lease liability at lease inception, with a corresponding right-of-use asset, except for short-term leases. Lessor accounting will not be fundamentally changed.

ASC 842 provides practical expedients that allow entities to not (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.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

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


	Three Months Ended March 31,
	2019		2018
Deferred leasing costs and in-place lease intangibles⁽¹⁾	$	(11,882)	$	(11,696)
Below-market ground leases⁽²⁾	$	(626)	$	(635)
Above-market leases⁽³⁾	$	(310)	$	(474)
Below-market leases⁽³⁾	$	4,489	$	4,285
Above-market ground leases⁽²⁾	$	11	$	11

__________________

1.Amortization is recorded in depreciation and amortization expenses and office rental revenues in the ~~standard~~Consolidated Statements of Operations.

2.Amortization is recorded in office operating expenses in the Consolidated Statements of Operations.

3.Amortization is recorded in rental revenues in the Consolidated Statements of Operations.

5. Receivables

The Company’s accounting policy and methodology used to estimate the allowance for doubtful accounts related to service revenues are discussed in the Company’s 2018 Annual Report on Form 10-K.

The Company's accounting policy and methodology used to assess collectibility 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 ~~expects~~subsequently, collectibility from its tenants of future lease payments. If the Company determines collectibility is not probable, it recognizes an adjustment to ~~elect the use of practical expedients. The Company plans to elect the transition method for adoption as described above.~~

~~Lessor Accounting~~

~~For the three months ended September 30, 2018 and September 30, 2017,~~lower income from rentals, whereas previously the Company recognized rental revenues and tenant recoveries of $166.6 million and $175.3 million, respectively. For the nine months ended September 30, 2018 and September 30, 2017, the Company recognized $491.2 million and $501.4 million, respectively.

Under current accounting standards, the Company recognizes rental revenue from tenants on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset. 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, which 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.

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. Total lease consideration is allocated to lease and non-lease components on a relative standalone basis. The recognition of revenues related to lease components will be governed by ASC 842, while revenue related to non-lease components will be subject to ASC 606. For lessors, the guidance provides for a practical expedient 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 plans to elect the practical expedient for non-lease components that qualify to be combined under a single lease component presentation.

ASC 842 also requires lessors to capitalize only those costs that are defined as initial direct costs. Under the current accounting standards, the Company capitalizes initial direct and indirect leasing costs. During the three months ended September 30, 2018 and September 30, 2017, the Company capitalized $1.7 million and $1.8 million of indirect leasing costs, respectively. During the nine months ended September 30, 2018 and September 30, 2017, the Company capitalized $5.5 million and $5.0 million of indirect leasing costs, respectively. Under ASC 842, and based on our current policies and processes, these costs will be expensed as incurred.bad debt expense.

~~Lessee Accounting~~

Accounts Receivable

As of ~~September 30,~~March 31, 2019, accounts receivable was $18.3 million and there was an allowance for doubtful accounts of $362 thousand. As of December 31, 2018, ~~the future undiscounted minimum lease payments under the Company’s ground leases totaled $505.1~~accounts receivable was $16.5 million and there was an allowance for doubtful accounts of $2.5 million. ~~This guidance requires lessees to record a lease liability at lease inception, with a corresponding right-of-use asset, except~~

Straight-Line Rent Receivable

As of March 31, 2019, straight-line rent receivable was $159.0 million and there was no allowance for ~~short-term leases. The Company continues to evaluate the amount~~doubtful accounts. As of ~~right-of-use asset~~December 31, 2018, straight-line rent receivables was $142.4 million and ~~lease liability that will ultimately be recorded with respect to its ground lease agreements.~~there was no allowance for doubtful accounts.

6. Prepaid Expenses and Other Assets, net

The ~~Company has not completed its analysis~~following table summarizes the Company’s prepaid expenses and other assets, net as of:


	March 31, 2019		December 31, 2018
Derivative assets	$	10,463	$	16,687
Goodwill	8,754		8,754
Non-real estate investments	3,138		2,713
Investment in unconsolidated joint venture	86		86
Other⁽¹⁾	60,000		27,393
PREPAID EXPENSES AND OTHER ASSETS, NET⁽²⁾	$	82,441	$	55,633

_____________

1.Includes deposits of ~~ASC 842.~~$35.6 million for future acquisitions as of March 31, 2019 and no deposits for future acquisitions at December 31, 2018.

2.Excludes balances related to properties that have been classified as held for sale.

Table of Contents

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

~~Other recently issued ASUs~~

The Company considers the applicability and impact of all ASUs. The following table lists the recently issued ASUs that have not been disclosed in the Company’s 2017 Annual Report on Form 10-K and have not been adopted by the Company. The list excludes those ASUs that are not expected to have a material impact on the Company’s consolidated financial statements.

~~Standard~~

~~Description~~

~~Effective Date~~

~~Effect on the Financial Statements or Other Significant Matters~~

ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

~~The amendment permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815.~~

~~Effective for fiscal years beginning after December~~

~~15, 2018, and interim periods within those fiscal years.~~

~~The Company is currently evaluating the impact of this update.~~

ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)

~~The amendment allows for capitalizing implementation costs incurred in a hosting arrangement that is a service contract.~~

~~Effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted including adoption in any interim period.~~

~~The Company is currently evaluating the impact of this update.~~

~~ASU 2018-11, Leases (Topic 842): Targeted Improvements~~

The amendment provides (i) a transition option to adopt ASC 842 using the modified retrospective transition provision and (ii) a practical expedient for lessors to elect a combined single lease component presentation.

~~The effective date and transition requirements are the same as that in Update 2016-02 (Effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.)~~

~~The Company expects to elect to use the transition method and practical expedient as described above in the Update on ASC 842 Implementation section.~~

~~ASU 2018-10, Codification Improvements to Topic 842, Leases~~

The amendments make 16 technical corrections to the lease standard, which include clarification of the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments.

~~The Company does not expect this update to have an impact on the Consolidated Financial Statements.~~

~~ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842~~

The amendments in this update permit an entity to elect an optional transition practical expedient to not evaluate under ASC 842 land easements that exist or expired before the entity’s adoption of ASC 842 and that were not previously accounted for as leases under ASC 840. An entity that elects this practical expedient should apply the practical expedient consistently to all of its existing or expired land easements that were not previously accounted for as leases under ASC 840. Once an entity adopts ASC 842, it should apply it prospectively to all new (or modified) land easements to determine whether the arrangement should be accounted for as a lease.

~~The Company expects to elect the transition practical expedient for land easements.~~

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

~~3. Investment in Real Estate~~

~~Real estate held for investment~~

~~The following table summarizes the Company’s investment in real estate, at cost as of:~~

September 30, 2018 December 31, 2017
Land $ 1,365,387 $ 1,204,700
Building and improvements 4,593,702 4,389,846
Tenant improvements 469,556 397,012
Furniture and fixtures 8,965 8,576
Property under development 252,764 219,227
INVESTMENT IN REAL ESTATE, AT COST⁽¹⁾
$ 6,690,374 $ 6,219,361

~~_____________~~

~~1. Excludes balances related to properties that have been classified as held for sale.~~

~~Acquisitions~~

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

The Company evaluates each acquisition to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination in accordance with ASC 805, ~~Business Combinations~~. An integrated set of assets and activities would fail to qualify as a business if either (i) substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets or (ii) the integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., revenue generated before and after the transaction). An acquired process is considered substantive if (i) the process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce) that is skilled, knowledgeable and experienced in performing the process, (ii) the process cannot be replaced without significant cost, effort, or delay or (iii) the process is considered unique or scarce.

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 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 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 leasing commissions, legal and other related costs. The fair value of any favorable/unfavorable mark-to-market adjustment 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 amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the assumed debt terms (ii) management’s estimate of fair market, measured over a period equal to the remaining term of the debt.

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

~~The following table summarizes the information on the acquisitions completed during the nine months ended September 30, 2018:~~

Property Submarket Segment Date of Acquisition Square Feet (unaudited)
Purchase Price⁽¹⁾(in millions)
6605 Eleanor Avenue⁽²⁾
Hollywood Studio 6/7/2018 22,823 $ 18.0
1034 Seward Street⁽²⁾
Hollywood Studio 6/7/2018 18,673 12.0
One Westside and 10850 Pico⁽³⁾
West Los Angeles Office 8/31/2018 595,987 190.0
TOTAL ACQUISITIONS 637,483 $ 220.0

~~_____________~~

~~1. Represents purchase price before certain credits, prorations and closing costs.~~

~~2. The properties are adjacent to, and now form part of, the Sunset Las Palmas Studios property and consist of sound stages, production office and support space.~~

~~3. The Company purchased the property through a joint venture with Macerich. The Company owns 75% of the ownership interest in the consolidated joint venture.~~

The Company’s acquisitions did not meet the definition of a business and were therefore accounted for as asset acquisitions. In accordance with asset acquisitions, the purchase price includes capitalized acquisition costs. The following table represents the Company’s final aggregate purchase price accounting, as of the respective acquisition dates, for each of the Company’s acquisitions completed in the nine months ended September 30, 2018:

6605 Eleanor Avenue 1034 Seward Street One Westside and 10850 Pico Total
Total consideration
Cash consideration for real estate investments $ 18,071 $ 12,095 $ 40,986 $ 71,152
Cash consideration for U.S. Government securities — — 149,176 149,176
Debt assumed — — 139,003 139,003
Redeemable non-controlling interest in consolidated real estate entity — — 12,749 12,749
TOTAL CONSIDERATION $ 18,071 $ 12,095 $ 341,914 $ 372,080
Allocation of consideration
Investment in real estate $ 18,071 $ 12,095 $ 196,444 $ 226,610
U.S. Government securities — — 149,176 149,176
Deferred leasing costs and in-place lease intangibles⁽¹⁾
— — 826 826
Above-market leases⁽²⁾
— — 605 605
Below-market leases⁽³⁾
— — (5,137) (5,137)
TOTAL $ 18,071 $ 12,095 $ 341,914 $ 372,080

~~_____________~~

~~1. Represents weighted-average amortization period of 4.22 years.~~

~~2. Represents weighted-average amortization period of 5.42 years.~~

~~3. Represents weighted-average amortization period of 17.19 years.~~

On October 9, 2018, the Company purchased, through a joint venture with Allianz, the Ferry Building property located in San Francisco, California. On October 23, 2018, the Company purchased the 6660 Santa Monica property located in Hollywood, California. See Note 19 for details.

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

~~Dispositions~~

~~The following table summarizes the properties sold during the nine months ended September 30, 2018. These properties were non-strategic assets to the Company’s portfolio:~~

Property Date of Disposal Approximate Square Feet
Sales Price⁽¹⁾
(in millions)
Embarcadero Place 1/25/2018 197,402 $ 136.0
2600 Campus Drive (building 6 of Peninsula Office Park) 1/31/2018 63,050 22.5
2180 Sand Hill 3/1/2018 45,613 82.5
9300 Wilshire 4/10/2018 61,422 13.8
Peninsula Office Park 7/27/2018 447,739 210.0
TOTAL DISPOSITIONS 815,226 $ 464.8

~~_________________~~

~~1. Represents gross sales price before certain credits, prorations and closing costs.~~

These dispositions met the criteria in ASC 610 for recognizing gains of $3.7 million and $43.3 million for the three and nine months ended September 30, 2018, which is included in the gains on sale of real estate line item in the Consolidated Statements of Operations.

~~Held for Sale~~

The Company had five properties classified as held for sale as of December 31, 2017. All five properties have been disposed of during 2018. The Company had no properties classified as held for sale as of September 30, 2018.

~~The following table summarizes the components of assets and liabilities associated with real estate held for sale as of:~~


	~~September 30, 2018~~		~~December 31, 2017~~
~~ASSETS~~
~~Investment in real estate, net~~	$	—	$	~~396,846~~
~~Accounts receivable, net~~	—		~~213~~
~~Straight-line rent receivables, net~~	—		~~5,225~~
~~Deferred leasing costs and lease intangible assets, net~~	—		~~9,589~~
~~Prepaid expenses and other assets, net~~	—		58
~~ASSETS ASSOCIATED WITH REAL ESTATE HELD FOR SALE~~	$	—	$	~~411,931~~

~~LIABILITIES~~
~~Accounts payable, accrued liabilities and other~~	$	—	$	~~1,808~~
~~Lease intangible liabilities, net~~	—		~~485~~
~~Security deposits and prepaid rent~~	—		~~2,610~~
~~LIABILITIES ASSOCIATED WITH REAL ESTATE HELD FOR SALE~~	$	—	$	~~4,903~~

~~Impairment of Long-Lived Assets~~

~~No impairment indicators have been noted and the Company recorded no impairment charges for the nine months ended September 30, 2018.~~

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

~~4. Deferred Leasing Costs and Lease Intangibles, net~~

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

September 30, 2018 December 31, 2017
Above-market leases $ 9,600 $ 18,028
Accumulated amortization (7,222) (15,131)
Above-market leases, net 2,378 2,897
Deferred leasing costs and in-place lease intangibles 315,232 301,945
Accumulated amortization (121,592) (127,703)
Deferred leasing costs and in-place lease intangibles, net 193,640 174,242
Below-market ground leases 68,388 68,388
Accumulated amortization (8,306) (6,498)
Below-market ground leases, net 60,082 61,890
DEFERRED LEASING COSTS AND LEASE INTANGIBLE ASSETS, NET⁽¹⁾
$ 256,100 $ 239,029
Below-market leases $ 95,533 $ 103,597
Accumulated amortization (53,173) (55,019)
Below-market leases, net 42,360 48,578
Above-market ground leases 1,095 1,095
Accumulated amortization (166) (133)
Above-market ground leases, net 929 962
LEASE INTANGIBLE LIABILITIES, NET⁽¹⁾
$ 43,289 $ 49,540

~~__________________~~

~~1. Excludes balances related to properties that have been classified as held for sale.~~

On October 9, 2018, the Company entered into a joint venture with Allianz to purchase the Ferry Building property located in San Francisco, California. The deferred leasing costs and lease intangibles related to this acquisition are excluded from the table above. See Note 19 for details.

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

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Above-market leases⁽¹⁾
$ (355) $ (1,855) $ (1,238) $ (5,122)
Deferred leasing costs and in-place lease intangibles⁽²⁾
$ (11,038) $ (17,376) $ (34,157) $ (57,813)
Below-market ground leases⁽³⁾
$ (602) $ (629) $ (1,840) $ (2,121)
Below-market leases⁽¹⁾
$ 3,584 $ 5,776 $ 11,509 $ 19,448
Above-market ground leases⁽³⁾
$ 11 $ 11 $ 33 $ 33

~~__________________~~

~~1. Amortization is recorded in revenues in the Consolidated Statements of Operations.~~

~~2. Amortization is recorded in depreciation and amortization expenses and office rental revenues in the Consolidated Statements of Operations.~~

~~3. Amortization is recorded in office operating expenses in the Consolidated Statements of Operations.~~

~~5. Receivables~~

~~The Company’s accounting policy and methodology used to estimate the allowance for doubtful accounts is discussed in the Company’s 2017 Annual Report on Form 10-K.~~

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

~~Accounts receivable~~

~~The following table summarizes the Company’s accounts receivable, net of allowance for doubtful accounts as of:~~

September 30, 2018 December 31, 2017
Accounts receivable $ 14,383 $ 6,706
Allowance for doubtful accounts (2,258) (2,472)
ACCOUNTS RECEIVABLE, NET⁽¹⁾
$ 12,125 $ 4,234

~~_____________~~

~~1. Excludes balances related to properties that have been classified as held for sale.~~

~~Straight-line rent receivable~~

~~The following table represents the Company’s straight-line rent receivables, net of allowance for doubtful accounts as of:~~

September 30, 2018 December 31, 2017
Straight-line rent receivables $ 131,713 $ 106,466
Allowance for doubtful accounts — —
STRAIGHT-LINE RENT RECEIVABLES, NET⁽¹⁾
$ 131,713 $ 106,466

~~_____________~~

~~1. Excludes balances related to properties that have been classified as held for sale.~~

~~6. Prepaid Expenses and Other Assets, net~~

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

September 30, 2018 December 31, 2017
Derivative assets $ 26,988 $ 12,586
Goodwill 8,754 8,754
Non-real estate investment 2,713 1,785
Investment in unconsolidated entities 92 14,240
Other 54,062 23,774
PREPAID EXPENSES AND OTHER ASSETS, NET⁽¹⁾
$ 92,609 $ 61,139

~~_____________~~

~~1. Excludes balances related to properties that have been classified as held for sale.~~

Goodwill

No goodwill impairment indicators have been ~~noted~~identified during the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019.

~~Non-real estate investment~~Non-Real Estate Investments

~~In September 2016,~~The Company holds investments in privately traded companies. The investments require accounting under the equity method unless the interest in the entity is deemed to be so insubstantial such that the Company ~~entered into an agreement to receive shares of a non-public company~~has virtually no influence over the entity’s operating and financial policies.

The Company holds investments in ~~lieu of rental revenues and tenant recoveries.~~entities that do not report NAV. The ~~shares were accounted for under~~Company marks the ~~cost method of accounting as there was no readily determinable fair value. The investment in the shares has been accounted for under ASC 825-10,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities, since the Company adopted ASU 2016-01 on January 1, 2018, at which point the Company elected the measurement alternative. This standard requires the Company to mark the investment in shares~~these investments to fair value based on Level 2 inputs, whenever fair value is readily available or observable. Changes in fair value are included in the unrealized gain on non-real estate investment line item on the Consolidated Statements of Operations. In the first quarter of 2019 and 2018, there was no gain or loss recognized due to observable changes in fair value. For one of the investments, the Company is committed to funding up to $20.0 million in a real estate technology venture capital fund. During the first quarter of 2019, the Company has contributed $425 thousand to this fund with $19.6 million remaining to be contributed.

Investment in Unconsolidated Joint Venture

As of March 31, 2019, the Company has determined it is not the primary beneficiary of one joint venture. Due to its significant influence over the unconsolidated entity, the Company accounts for it using the equity method of accounting.

On June 16, 2016, the Company entered into a joint venture to co-originate a loan secured by land in Santa Clara, California. The Company owns 21% of the unconsolidated entity. On July 10, 2018, the Company received a return of capital related to its share of the repayment of the notes receivable.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

7. Debt

The following table sets forth information with respect to ~~our~~the Company’s outstanding indebtedness:


		September 30, 2018		December 31, 2017		Interest Rate⁽¹⁾	Contractual Maturity Date			March 31, 2019		December 31, 2018		Interest Rate⁽¹⁾	Contractual Maturity Date
UNSECURED AND SECURED DEBT	UNSECURED AND SECURED DEBT								UNSECURED AND SECURED DEBT
Unsecured debt	Unsecured debt								Unsecured debt
Unsecured revolving credit facility⁽²⁾⁽³⁾	Unsecured revolving credit facility⁽²⁾⁽³⁾	$	110,000	$	100,000	LIBOR + 1.05% to 1.50%	3/13/2022	⁽⁴⁾	Unsecured revolving credit facility⁽²⁾⁽³⁾	$	220,000	$	400,000	LIBOR + 1.05% to 1.50%	3/13/2022	⁽⁴⁾
Term loan A⁽²⁾⁽⁵⁾	Term loan A⁽²⁾⁽⁵⁾	300,000		300,000		LIBOR + 1.20% to 1.70%	4/1/2020	⁽⁶⁾	Term loan A⁽²⁾⁽⁵⁾	300,000		300,000		LIBOR + 1.20% to 1.70%	4/1/2020	⁽⁶⁾
Term loan C⁽²⁾		75,000		75,000		LIBOR + 1.30% to 2.20%	11/17/2020
Term loan B⁽²⁾⁽⁷⁾	Term loan B⁽²⁾⁽⁷⁾	350,000		350,000		LIBOR + 1.20% to 1.70%	4/1/2022		Term loan B⁽²⁾⁽⁷⁾	350,000		350,000		LIBOR + 1.20% to 1.70%	4/1/2022
Term loan D⁽²⁾⁽⁸⁾	Term loan D⁽²⁾⁽⁸⁾	125,000		125,000		LIBOR + 1.20% to 1.70%	11/17/2022		Term loan D⁽²⁾⁽⁸⁾	125,000		125,000		LIBOR + 1.20% to 1.70%	11/17/2022
Series A notes	Series A notes	110,000		110,000		4.34%	1/2/2023		Series A notes	110,000		110,000		4.34%	1/2/2023
Series E notes	Series E notes	50,000		50,000		3.66%	9/15/2023		Series E notes	50,000		50,000		3.66%	9/15/2023
Series B notes	Series B notes	259,000		259,000		4.69%	12/16/2025		Series B notes	259,000		259,000		4.69%	12/16/2025
Series D notes	Series D notes	150,000		150,000		3.98%	7/6/2026		Series D notes	150,000		150,000		3.98%	7/6/2026
Registered senior notes		400,000		400,000		3.95%	11/1/2027
3.95% Registered senior notes									3.95% Registered senior notes	400,000		400,000		3.95%	11/1/2027
Series C notes	Series C notes	56,000		56,000		4.79%	12/16/2027		Series C notes	56,000		56,000		4.79%	12/16/2027
4.65% Registered senior notes⁽⁹⁾									4.65% Registered senior notes⁽⁹⁾	350,000		—		4.65%	4/1/2029
Term loan C									Term loan C	—		75,000		LIBOR + 1.30% to 2.20%	N/A
Total unsecured debt	Total unsecured debt	1,985,000		1,975,000					Total unsecured debt	2,370,000		2,275,000

Secured debt	Secured debt								Secured debt
Sunset Gower Studios/Sunset Bronson Studios⁽⁹⁾		5,001		5,001		LIBOR + 2.25%	3/4/2019	⁽⁴⁾
Met Park North⁽¹⁰⁾	Met Park North⁽¹⁰⁾	64,500		64,500		LIBOR + 1.55%	8/1/2020		Met Park North⁽¹⁰⁾	64,500		64,500		LIBOR + 1.55%	8/1/2020
10950 Washington⁽¹¹⁾	10950 Washington⁽¹¹⁾	27,018		27,418		5.32%	3/11/2022		10950 Washington⁽¹¹⁾	26,736		26,880		5.32%	3/11/2022
Sunset Bronson Studios/ICON/CUE⁽¹²⁾									Sunset Bronson Studios/ICON/CUE⁽¹²⁾	5,001		—		LIBOR + 1.35%	3/1/2024
Element LA	Element LA	168,000		168,000		4.59%	11/6/2025		Element LA	168,000		168,000		4.59%	11/6/2025
Hill7⁽¹²⁾		101,000		101,000		3.38%	11/6/2028
Rincon Center		—		98,392		5.13%	N/A
Hill7⁽¹³⁾									Hill7⁽¹³⁾	101,000		101,000		3.38%	11/6/2028
Sunset Gower Studios/Sunset Bronson Studios									Sunset Gower Studios/Sunset Bronson Studios	—		5,001		LIBOR + 2.25%	N/A
Total secured debt	Total secured debt	365,519		464,311					Total secured debt	365,237		365,381
Total unsecured and secured debt	Total unsecured and secured debt	2,350,519		2,439,311					Total unsecured and secured debt	2,735,237		2,640,381
Unamortized deferred financing costs and loan discounts⁽¹³⁾		(17,724)		(17,931)
Unamortized deferred financing costs and loan discounts⁽¹⁴⁾									Unamortized deferred financing costs and loan discounts⁽¹⁴⁾	(23,605)		(16,546)
TOTAL UNSECURED AND SECURED DEBT, NET	TOTAL UNSECURED AND SECURED DEBT, NET	$	2,332,795	$	2,421,380				TOTAL UNSECURED AND SECURED DEBT, NET	$	2,711,632	$	2,623,835

IN-SUBSTANCE DEFEASED DEBT⁽¹⁴⁾		$	139,003	$	—	4.47%	10/1/2022
IN-SUBSTANCE DEFEASED DEBT⁽¹⁵⁾									IN-SUBSTANCE DEFEASED DEBT⁽¹⁵⁾	$	137,417	$	138,223	4.47%	10/1/2022

JOINT VENTURE PARTNER DEBT⁽¹⁶⁾									JOINT VENTURE PARTNER DEBT⁽¹⁶⁾	$	66,136	$	66,136	4.50%	10/9/2028

_________________

1.Interest rate with respect to indebtedness is calculated on the basis of a 360-day year for the actual days elapsed. Interest rates are as of ~~September 30, 2018,~~March 31, 2019, which may be different than the interest rates as of December 31, ~~2017~~2018 for corresponding indebtedness.

2.The Company has an option to make an irrevocable election to change the interest rate depending on the Company’s credit rating or a specified base rate plus an applicable margin. As of ~~September 30, 2018,~~March 31, 2019, no such election had been made.

3.The Company has a total capacity of ~~$600.0~~$600.0 million under its unsecured revolving credit facility.

4.The maturity date may be extended once for an additional one-year term.

5.The interest rate on the outstanding balance of the term loan was effectively fixed at ~~2.56%~~2.65% to 3.06% per annum through the use of two interest rate swaps. See Note 8 for details.

6.The maturity date may be extended twice, each time for an additional one-year term.

7.The interest rate on the outstanding balance of the term loan was effectively fixed at 2.96% to 3.46% per annum through the use of two interest rate swaps. See Note 8 for details.

8.The interest rate on the outstanding balance of the term loan was effectively fixed at 2.63% to 3.13% per annum through the use of an interest rate swap. See Note 8 for details.

9. ~~The~~On February 27, 2019, the Company ~~has the ability to draw up to $257.0~~completed an underwritten public offering of $350.0 million ~~under its construction loan, subject to lender required submissions. This loan is also secured by the Company’s ICON and CUE properties.~~of senior notes, which were issued at 98.663% of par.

10. ~~This loan bears interest only. The interest rate~~Interest on the full loan amount has been effectively fixed at 3.71% per annum through the use of an interest rate swap. See Note 8 for details.

11.Monthly debt service includes annual debt amortization payments based on a 30-year amortization schedule with a balloon payment at maturity.

12.The Company has a total capacity of $235.0 million under the Sunset Bronson Studios/ICON/CUE revolving credit facility. This loan is secured by the Company’s Sunset Bronson Studios, ICON and CUE properties.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

~~12.~~ 13.The Company owns 55% of the ownership interest in the consolidated joint venture that owns the Hill7 property. The full amount of the loan is shown. This loan bears interest only at 3.38% until November 6, 2026, at which time the interest rate will increase and monthly debt service will include principal payments with a balloon payment at maturity.

~~13.~~ 14.Excludes deferred financing costs related to establishing the Company’s unsecured revolving credit ~~facility.~~facility and Sunset Bronson Studios/ICON/CUE revolving credit facility, which are reflected in prepaid and other assets, net line item in the Consolidated Balance Sheets. See Note 6 for details.

~~14. On August 31, 2018, the~~15.The Company ~~assumed the debt held by a trust subsidiary~~owns 75% of the ~~consolidated~~ownership interest in the joint venture that owns the One Westside and 10850 Pico properties. ~~While the Company owns 75% of the ownership interest in the joint venture, the~~The full amount of the loan is shown. The joint venture has, in-substance, defeased the debt by purchasing U.S. Government securities, which are intended to generate cash flows to fund loan obligations through the early prepayment date of the debt. Monthly debt service includes annual debt amortization payments based on a 10-year amortization schedule with a balloon payment at maturity.

16.This amount relates to debt attributable to Allianz U.S. Private REIT LP (“Allianz”), the Company’s partner in the joint venture that owns the Ferry Building property. The maturity date may be extended twice for an additional two-year term each.

Current ~~year activity~~Year Activity

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the outstanding borrowings on the unsecured revolving credit facility ~~increased~~decreased by ~~$10.0~~$180.0 million, net of ~~paydowns.~~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, the operating partnership completed an underwritten public offering of $350.0 million in senior notes due April 1, ~~2018,~~2029. The notes are fully and unconditionally guaranteed by the ~~Company paid in full~~Company. The net proceeds from the ~~debt secured by~~offering, after deducting the underwriting discount, were approximately $343.0 million and were used to repay outstanding borrowings under its ~~Rincon Center property, which was~~unsecured revolving credit facility and $75.0 million of its five-year term loan due ~~to mature in May 2018.~~November 17, 2020.

On March ~~13, 2018,~~1, 2019, the ~~operating partnership~~Company entered into a loan agreement to borrow up to $235.0 million on a revolving basis, maturing on March 1, 2024. The Company drew $5.0 million to pay down the ~~amended and restated credit agreement with various financial institutions.~~Sunset Gower Studios/Sunset Bronson Studios construction loan that matured on March 4, 2019. The ~~amended and restated credit agreement modifies the operating partnership’s unsecured revolving credit facility and its term loans as discussed under the Term Loan and Credit Facility section below.~~

On August 31, 2018, a trust subsidiary of the consolidated joint venture that owns One Westside and 10850 Pico purchased $149.2 million of government-backed securities and assumed $139.0 million of debt. The securities are intendedunused fee rate related to generate cash flows to fund loan obligations through the early prepayment date of the loan. This transaction does not qualify as an extinguishment of debt, since the Company will be responsible if thereSunset Bronson Studios/ICON/CUE is ~~a shortfall in the assets deposited into the trust. The securities are investments held to maturity and are carried at amortized cost on our Consolidated Balance Sheets.~~0.20%.

Indebtedness

The Company presents its financial statements on a consolidated basis. Notwithstanding such presentation, except to the extent expressly indicated, ~~such as in the case of the project financing for Sunset Gower Studios and Sunset Bronson Studios,~~ the Company’s separate property-owning subsidiaries are not obligors of or under the debt of their respective affiliates and each property-owning subsidiary’s separate liabilities do not constitute obligations of its respective affiliates.

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.

The following table ~~summarizes~~provides information regarding the Company’s minimum future principal payments due on the Company’s debt (before the impact of extension options, if applicable) ~~on the Company's debt~~ as of ~~September 30, 2018:~~March 31, 2019:


Year	Year	In-substance Defeased Debt		Unsecured and Secured Debt		Year	Unsecured and Secured Debt		In-substance Defeased Debt		Joint Venture Partner Debt
Remaining 2018		$	780	$	138
2019		3,193		5,569
Remaining 2019						Remaining 2019	$	424	$	2,387	$	—
2020	2020	3,323		440,095		2020	365,095		3,323		—
2021	2021	3,494		632		2021	632		3,494		—
2022	2022	128,213		610,085		2022	720,085		128,213		—
2023						2023	160,000		—		—
Thereafter	Thereafter	—		1,294,000		Thereafter	1,489,001		—		66,136
TOTAL	TOTAL	$	139,003	$	2,350,519	TOTAL	$	2,735,237	$	137,417	$	66,136

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

Unsecured Debt

Registered Senior Notes

On February 27, 2019, the operating partnership completed an underwritten public offering of $350.0 million in senior notes due April 1, 2029. The notes were issued at 98.663% of par, with a coupon of 4.65% and an effective interest rate of 4.82%. The notes are fully and unconditionally guaranteed by the Company.

On October 2, 2017, the operating partnership completed an underwritten public offering of $400.0 million in senior notes due November 1, 2027. The notes were issued at 99.815% of par, with a coupon of 3.95% and an effective interest rate of 3.97%. The notes are fully and unconditionally guaranteed by the Company.

Term Loan and Credit Facility

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, ~~(the “Prior Credit Agreement”),~~ 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, ~~(together with the Prior Credit Agreement, the “Existing Credit Agreements”),~~ which governed its $75.0 million unsecured 5-year term loan facility and $125.0 million unsecured 7-year term loan facility.

The Amended and Restated Credit Agreement provides for (i) the increase of the operating partnership’s unsecured revolving credit facility to $600.0 million and the extension of the term to March 13, 2022 and (ii) term loans in amount and tenor equal to the term loans outstanding under the ~~Existing Credit Agreements~~previous agreements ($300.0 million term loan A maturing April 1, 2020, $350.0 million term loan B maturing April 1, 2022, $75.0 million term loan C maturing November 17, 2020 and $125.0 million term loan D maturing November 17, 2022). The $75.0 million term loan was repaid with proceeds from the Company’s 4.65% registered senior notes.

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

September 30, 2018

December 31, 2017

March 31, 2019

December 31, 2018

Outstanding borrowings

110,000

100,000

Outstanding borrowings

220,000

400,000

Remaining borrowing capacity

490,000

300,000

Remaining borrowing capacity

380,000

200,000

TOTAL BORROWING CAPACITY

600,000

400,000

TOTAL BORROWING CAPACITY

600,000

Interest rate⁽¹⁾⁽²⁾

LIBOR + 1.05% to 1.50%

LIBOR + 1.15% to 1.85%

Interest rate⁽¹⁾⁽²⁾

LIBOR + 1.05% to 1.50%

Annual facility fee rate⁽¹⁾

0.15% or 0.30%

0.20% or 0.35%

Annual facility fee rate⁽¹⁾

0.15% or 0.30%

Contractual maturity date⁽³⁾

3/13/2022

4/1/2019

Contractual maturity date⁽³⁾

3/13/2022

_________________

1.The rate is based on the operating partnership’s leverage ratio. The Company has the option to make an irrevocable election to change the interest rate depending on the Company’s credit rating. As of ~~September 30, 2018,~~March 31, 2019, no such election had been made.

2.The Company has the option to make an irrevocable election to change the interest rate depending on the Company’s specified base rate plus an applicable margin. As of ~~September 30, 2018,~~March 31, 2019, no such election had been made.

3.The maturity date may be extended once for an additional one-year term.

Debt Covenants

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 the 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~~the unsecured revolving credit facility, term loans, and ~~series A, B, C, D and E notes,~~note purchase agreements, when considering the most restrictive terms:


~~Covenant Ratio~~						~~Covenant Level~~
~~Total liabilities to total asset value~~						~~≤ 60%~~
~~Unsecured indebtedness to unencumbered asset value~~						~~≤ 60%~~
~~Adjusted EBITDA to fixed charges~~						~~≥ 1.5x~~
~~Secured indebtedness to total asset value~~						~~≤ 45%~~
~~Unencumbered NOI to unsecured interest expense~~						~~≥ 2.0x~~

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

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Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)


Covenant Ratio						Covenant Level
~~Debt~~Total liabilities to total ~~assets~~ asset value						≤ 60%
Unsecured indebtedness to unencumbered asset value						≤ 60%
Adjusted EBITDA to fixed charges						≥ 1.5x
Secured indebtedness to total asset value						≤ 45%
Unencumbered NOI to unsecured interest expense						≥ 2.0x

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


Covenant Ratio						Covenant Level
Debt to total assets						≤ 60%
Total unencumbered assets to unsecured debt						≥ 150%
Consolidated income available for debt service to annual debt service charge						≥ 1.5x
Secured debt to total assets						≤ 45%

The operating partnership was in compliance with its financial covenants as of ~~September 30, 2018.~~March 31, 2019.

Repayment Guarantees

Registered Senior Notes

The Company has fully and unconditionally guaranteed the operating partnership’s ~~$400.0 million~~3.95% registered senior notes ~~due November 1, 2027.~~

~~Sunset Gower Studios~~ and ~~Sunset Bronson Studios Loan~~

In connection with the loan secured by the Sunset Gower Studios and Sunset Bronson Studios properties, the Company has guaranteed in favor of and promised to pay to the lender 19.5% of the principal payable under the loan in the event the borrower, a wholly-owned entity of the operating partnership, does not do so. As of September 30, 2018, the outstanding balance of the construction loan was $5.0 million, which results in a maximum guarantee amount for the principal under this loan of $1.0 million. The Company has the ability to draw up to $257.0 million under the construction loan, subject to lender required submissions. Furthermore, the Company agreed to guarantee the completion of the construction improvements, including tenant improvements, as defined in the agreement, in the event of any default of the borrower. If the borrower fails to complete the remaining required work, the guarantor agrees to perform timely all of the completion obligations, as defined in the agreement. As of the date of this filing, there has been no event of default associated with this loan.4.65% registered senior notes.

Other Loans

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.

Interest Expense

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017		2018		2017			2019		2018
Gross interest expense⁽¹⁾	Gross interest expense⁽¹⁾	$	22,136	$	24,107	$	66,081	$	70,345	Gross interest expense⁽¹⁾	$	27,465	$	22,431
Capitalized interest	Capitalized interest	(3,439)		(2,831)		(10,643)		(7,817)		Capitalized interest	(4,706)		(3,586)
Amortization of deferred financing costs and loan discount		1,434		1,185		4,527		3,558
Amortization of deferred financing costs and loan discounts										Amortization of deferred financing costs and loan discounts	1,591		1,658
INTEREST EXPENSE	INTEREST EXPENSE	$	20,131	$	22,461	$	59,965	$	66,086	INTEREST EXPENSE	$	24,350	$	20,503

_________________

1.Includes interest on the Company’s debt and hedging ~~activities.~~activities and extinguishment costs related to paydowns in the term loans.

8. Derivatives

The Company enters into derivatives in order to hedge interest rate risk. The Company had six interest rate swaps with aggregate notional amounts of $839.5 million as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. These derivatives were designated as effective cash flow hedges for accounting purposes.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

~~designated as effective cash flow hedges for accounting purposes. There is no impact on the Company’s Consolidated Statements of Cash Flows.~~

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.

The fair market value of derivatives is presented on a gross basis on the Consolidated Balance Sheets. The following table summarizes the Company’s derivative instruments as of ~~September 30,~~March 31, 2019 and December 31, 2018:


							Strike Rate Range⁽¹⁾											Interest Rate Range⁽¹⁾					Fair Value Asset
Underlying Debt Instrument	Underlying Debt Instrument	Number of Hedges	Notional Amount		Effective Date	Maturity Date	Low	High	Fair Value		Underlying Debt Instrument	Number of Hedges	Notional Amount		Effective Date	Maturity Date	Low	High	March 31, 2019		December 31, 2018
Met Park North	Met Park North	1	$	64,500	August 2013	August 2020	2.16%	2.16%	$	731	Met Park North	1	$	64,500	August 2013	August 2020	3.71%	3.71%	$	141	$	350
Term loan A⁽²⁾	Term loan A⁽²⁾	2	300,000		July 2016	April 2020	2.56%	3.06%	5,748		Term loan A⁽²⁾	2	300,000		July 2016	April 2020	2.65%	3.06%	2,813		4,038
Term loan B⁽³⁾		2	350,000		July 2016	April 2022	2.96%	3.46%	13,267
Term loan D⁽⁴⁾		1	125,000		June 2016	November 2022	2.63%	3.13%	7,242
Term loan B⁽²⁾											Term loan B⁽²⁾	2	350,000		April 2015	April 2022	2.96%	3.46%	4,264		7,543
Term loan D⁽²⁾											Term loan D⁽²⁾	1	125,000		June 2016	November 2022	2.63%	3.13%	3,245		4,756
TOTAL	TOTAL	6	$	839,500					$	26,988	TOTAL	6	$	839,500					$	10,463	$	16,687

_____________

1.The rate is based on the fixed rate from the swap and the spread based on the operating ~~partnership’s~~partnership’s leverage ratio.

2. On Interest rate with respect to indebtedness is calculated on the basis of a 360-day year for the actual days elapsed. Interest rates are as of March ~~13, 2018,~~31, 2019, which may be different than the ~~underlying debt instrument~~interest rates in prior periods for corresponding indebtedness.

In January 2019, the Company entered into a forward interest rate swap designated hedge. In February 2019, it was terminated, which resulted in a cash payment of approximately $1.6 million that was ~~hedged was amended. Prior~~recorded in accumulated other comprehensive (loss) income on the Consolidated Balance Sheets and will be recognized over the life of the 4.65% registered senior notes entered into in February 2019 as an adjustment to interest expense. The cash payment is included in the ~~amendment,~~payment of loan costs paid line item of the ~~interest rate was effectively fixed at 2.75% to 3.65%.~~

~~3. On March 13, 2018, the underlying debt instrument that was hedged was amended. Prior to the amendment, the interest rate was effectively fixed at 3.36% to 4.31%.~~

~~4. On March 13, 2018, the underlying debt instrument that was hedged was amended. Prior to the amendment, the interest rate was effectively fixed at 3.03% to 3.98%.~~Consolidated Statements of Cash Flows.

On January 1, 2018, the Company early adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). As a result of the adoption, the Company is no longer recognizing unrealized gains or losses related to ineffective portions of its derivatives. ~~The~~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). For the three and nine months ended September 30, 2017, the Company recognized an unrealized loss of $37 thousand and $82 thousand, respectively, reflected in the unrealized loss on ineffective portion of derivatives line item on the Consolidated Statements of Operations.

The Company reclassifies into earnings in the same period during which the hedged forecasted transaction affects earnings. As of ~~September 30, 2018,~~March 31, 2019, the Company expects ~~$8.6~~$6.5 million of unrealized gain included in accumulated other comprehensive income will be reclassified as a reduction to interest expense in the next 12 months.

9. U.S. Government Securities

The Company has U.S. Government securities of $145.0 million and $146.9 million as of March 31, 2019 and December 31, 2018. The One Westside and 10850 Pico properties acquisition in 2018 included the assumption of debt which 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 March 31, 2019, the Company had $2.9 million of gross unrealized gains and no gross unrealized losses.

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


	Carrying Value		Fair Value
Due in 1 year	$	4,274	$	4,281
Due in 1 year through 5 years	140,718		143,632
TOTAL	$	144,992	$	147,913

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

10. Income Taxes

Hudson Pacific Properties, Inc. has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended ~~(“the Code”~~(the “Code”), commencing with its taxable year ended December 31, 2010. Provided it continues to qualify for taxation as a REIT, Hudson Pacific Properties, Inc. is generally not subject to corporate level income tax on the earnings distributed currently to its stockholders. The Company has elected, together with one of its subsidiaries, to treat such subsidiary as a taxable REIT subsidiary (“TRS”) for federal income tax purposes.

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 ~~Hill7~~Ferry Building 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.

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

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 ~~September 30, 2018,~~March 31, 2019, the Company has not established a liability for uncertain tax positions.

The Company and its TRS file income tax returns with the U.S. federal government and various state and local jurisdictions. The Company and its TRS are no longer subject to tax examinations by tax authorities for years prior to ~~2013.~~2014. The Company has assessed its tax positions for all open years, which include ~~2013~~2014 to 2017, and concluded that there are no material uncertainties to be recognized.

~~10.~~11. Future Minimum Rents and Lease Payments

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 March 31, 2019:


Year Ended	Non-Cancellable		Subject to Early Termination Options		Total ⁽¹⁾
Remaining 2019	$	410,310	$	2,728	$	413,038
2020	530,493		14,245		544,738
2021	496,431		34,147		530,578
2022	453,315		39,098		492,413
2023	421,940		37,598		459,538
Thereafter	2,052,986		86,069		2,139,055
TOTAL	$	4,365,475	$	213,885	$	4,579,360

_____________

3.Excludes rents under leases at the Company’s studio properties with terms of one year or less.

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

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 March 31, 2019:

Property

Expiration Date

Notes

3400 Hillview

10/31/2040

The ground rent is the greater of the minimum annual rent or percentage annual rent. The minimum annual rent until October 31, 2017 is the lesser of 10% of Fair Market Value (“FMV”) of the land or $1.0 million grown at 75% of the cumulative increases in consumer price index (“CPI”) from October 1989. Thereafter, minimum annual rent, which resets annually, is the lesser of 10% of FMV of the land or the minimum annual rent as calculated as of November 1, 2017 plus 75% of subsequent cumulative CPI changes. The minimum annual rent cannot be less than a set amount. Percentage annual rent is gross income multiplied by 24.125%.

Clocktower Square

9/26/2056

The ground rent is minimum annual rent (adjusted every 10 years) plus 25% of adjusted gross income (“AGI”). Minimum rent adjustments adds 60% of the average annual participation rent payable over five years. Annual participation is the excess of 25% of AGI over the minimum annual rent for a given lease year.

Del Amo

6/30/2049

Rent under the ground sublease is $1.00 per year, with the sublessee being responsible for all impositions, insurance premiums, operating charges, maintenance charges, construction costs and other charges, costs and expenses that arise or may be contemplated under any provisions of the ground sublease.

Ferry Building

Various

The land on which the building is situated is subject to a ground lease agreement that expires on April 1, 2067. The minimum annual rent (adjusted every 5 years) is the prior year’s minimum annual rent plus cumulative increase in CPI with a floor of 10% and a cap of 20%.

Additionally, the parking lot is subject to a separate ground lease agreement that expires on April 1, 2023. The minimum annual rent adjusts each year for changes in CPI with a floor of 2% and a cap of 4%. The parking lot is subject to automatic renewals for 10-year periods at market.

Foothill Research Center

6/30/2039

The ground rent is the greater of the minimum annual rent or percentage annual rent. The minimum annual rent, which resets annually, is the lesser of 10% of FMV of the land or the previous year’s minimum annual rent plus 75% of CPI increase. The minimum annual rent cannot be less than a set amount. Percentage annual rent is gross income multiplied by 24.125%.

3176 Porter

7/31/2040

The ground rent is the greater of the minimum annual rent or percentage annual rent. The minimum annual rent, which resets annually, is the lesser of 10% of FMV of the land or the previous year’s minimum annual rent plus 75% of CPI increase. Percentage annual rent is Lockheed’s base rent multiplied by 24.125%. The minimum annual rent cannot be less than a set amount.

Metro Center

4/29/2054

Every 10 years rent adjusts to 7.233% of FMV of the land (since 2008) and adjusts to reflect the change in CPI from the preceding FMV adjustment date (since 2013). The CPI adjustment has a floor of the previous minimum rent. The Company has an option to extend the ground lease for four additional periods of 11 years each.

Page Mill Center

11/30/2041

The ground rent is minimum annual rent (adjusted on January 1, 2019 and January 1, 2029) plus 25% of AGI, less minimum annual rent. Minimum rent adjustments adds 60% of the average annual participation rent payable over five years. Annual participation is the excess of 25% of AGI over the minimum annual rent for a given lease year.

Page Mill Hill

11/17/2049

The ground rent is minimum annual rent (adjusted every 10 years) plus 60% of the average of the percentage annual rent for the previous 7 lease years. Minimum rent adjustments add 60% of the average annual percentage rent for the previous 7 years.

Palo Alto Square

11/30/2045

The ground rent is minimum annual rent (adjusted every 10 years starting January 1, 2022) plus 25% of AGI less minimum annual rent. The minimum annual rent adjustments add 50% of the average annual percentage rent from the previous 5 years.

Sunset Gower Studios

3/31/2060

Every 7 years rent adjusts to 7.5% of FMV of the land.

Techmart

5/31/2053

Rent subject to a 10% increase every 5 years. The Company has an option to extend the ground lease for two additional periods of 10 years each. This extension option was not included in the calculation of the right of use asset and lease liability.

Contingent rental expense is recorded in the period in which the contingent event becomes probable. The following table summarizes ~~rent~~rental expense for ground leases as follows:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017		2018		2017			2019		2018
Contingent rental expense	Contingent rental expense	$	2,149	$	2,191	$	7,697	$	6,025	Contingent rental expense	$	2,514	$	3,095
Minimum rental expense	Minimum rental expense	$	4,344	$	2,952	$	11,817	$	9,203	Minimum rental expense	$	4,603	$	3,337

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

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 ~~September 30, 2018:~~March 31, 2019:


Year	Year	Ground Leases⁽¹⁾		Year	Lease Payments⁽¹⁾
Remaining 2018		$	3,967
2019		15,866
Remaining 2019				Remaining 2019	$	13,808
2020	2020	15,866		2020	18,411
2021	2021	15,866		2021	18,411
2022	2022	15,866		2022	18,411
2023				2023	18,489
Thereafter	Thereafter	437,646		Thereafter	501,924
TOTAL	TOTAL	$	505,077	TOTAL	$	589,454

_________________

1.In situations where ground lease obligation adjustments are based on third-party appraisals of fair market land value, CPI adjustments and/or percentage of gross income that exceeds the minimum annual rent, the future minimum lease amounts above include the lease rental obligations in effect as of ~~September 30, 2018.~~March 31, 2019.

On ~~October 9, 2018,~~March 26, 2019, the Company entered into a joint venture with ~~Allianz~~Blackstone to purchase the ~~Ferry Building~~Bentall Centre property located in ~~San Francisco, California.~~Vancouver, Canada. The land on which the ~~Ferry Building~~Bentall Centre is located is subject to long-term non-cancellable ground lease agreements. The future minimum lease payments are excluded from the table above. See Note 193 for details.

~~11.~~

12. Fair Value of Financial Instruments

The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

•Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

•Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3: prices or valuation techniques where little or no market data is available that require inputs that are both significant to the fair value measurement and unobservable.

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Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

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

September 30, 2018 December 31, 2017
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Derivative assets⁽¹⁾
$ — $ 26,988 $ — $ 26,988 $ — $ 12,586 $ — $ 12,586
Derivative liabilities⁽²⁾
$ — $ — $ — $ — $ — $ 265 $ — $ 265
Non-real estate investment⁽¹⁾⁽³⁾
$ — $ 2,713 $ — $ 2,713 $ — $ — $ — $ —


	March 31, 2019														December 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Derivative assets⁽¹⁾	$	—	$	10,463	$	—	$	10,463	$	—	$	16,687	$	—	$	16,687

Non-real estate investments⁽¹⁾	$	—	$	3,138	$	—	$	3,138	$	—	$	2,713	$	—	$	2,713

~~_____________~~___________

1.Included in the prepaid expenses and other assets, net line item on the Consolidated Balance Sheets.

~~2. Included in the accounts payable, accrued liabilities and other line item on the Consolidated Balance Sheets.~~

3. Related to our investment in shares in a non-public company. Pursuant to our adoption of ASU 2016-01 during 2018, the Company marked the investment to fair value during the second quarter of 2018. The investment was not fair valued in 2017 and was accounted for under the cost method.

Other Financial Instruments

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 for investment in U.S. Government securities are estimates based on Level 1 inputs. Fair values for debt are ~~estimates~~estimated based on rates currently prevailing for similar instruments of similar maturities using Level 2 inputs.

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


		September 30, 2018						December 31, 2017							March 31, 2019				December 31, 2018
		Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value
Assets										Assets
U.S. Government securities	U.S. Government securities	$	148,315	$	148,328	$	—	$	—	U.S. Government securities	$	144,992	$	147,913	$	146,880	$	147,686
Liabilities										Liabilities
Unsecured debt⁽¹⁾⁽²⁾	Unsecured debt⁽¹⁾⁽²⁾	$	1,984,333	$	1,928,411	$	1,974,278	$	1,960,560	Unsecured debt⁽¹⁾⁽²⁾	$	2,364,728	$	2,354,445	$	2,274,352	$	2,227,265
Secured debt⁽¹⁾	Secured debt⁽¹⁾	$	365,519	$	353,810	$	464,311	$	458,441	Secured debt⁽¹⁾	$	365,237	$	357,572	$	365,381	$	354,109
In-substance defeased debt	In-substance defeased debt	$	139,003	$	136,515	$	—	$	—	In-substance defeased debt	$	137,417	$	136,287	$	138,223	$	135,894
Joint venture partner debt										Joint venture partner debt	$	66,136	$	68,259	$	66,136	$	66,136

_________________

1.Amounts represent debt excluding net deferred financing costs.

2.The ~~$400.0 million~~ 3.95% registered senior notes and the 4.65% registered senior notes were issued at a discount. The discount, net of amortization, was ~~$667 thousand~~$5.3 million and ~~$722 thousand~~$0.6 million at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, and is included within unsecured debt.

The One Westside and 10850 Pico acquisition included the assumption of debt which was, in-substance, defeased through the purchase of government-backed securities. As of September 30, 2018, the Company had $42 thousand of gross unrealized gains and $28 thousand of gross unrealized losses. The following table summarizes the carrying value and fair value of our securities by the contractual maturity date:

Carrying Value Fair Value
Due in 1 year $ 6,107 $ 6,120
Due in 1 year through 5 years 142,208 142,208
Total $ 148,315 $ 148,328

~~12.~~13. Stock-Based Compensation

The Company has various stock compensation arrangements, which are more fully described in the ~~2017~~2018 Annual Report on Form 10-K. Under the 2010 Incentive Plan, as amended (the “2010 Plan”), the Company’s board of directors (the “Board”) has the ability to grant, among other things, restricted stock, restricted stock units, operating partnership performance units and performance-based awards.

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

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

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.

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. ~~The~~These time-based awards are generally issued in the fourth quarter and ~~the individual share awards~~ vest in equal annual installments over the applicable service vesting period, which is generally three years. Additionally, certain ~~restricted share~~ awards are subject to a mandatory holding period upon vesting if the grantee is a named executive officer.

In December 2015, the compensation committee of the Board (the “Compensation Committee”) awarded a one-time special retention award to certain executives. The grants consist of time-based awards and performance-based awards. The time-based awards vest in equal 25% installments over a four-year period, subject to the participant’s continued employment. The performance-based awards vest over a four-year period, subject to the achievement of applicable performance goals and the participant’s continued employment.

The Compensation Committee annually adopts a Hudson Pacific Properties, Inc. Outperformance Program (“OPP Plan”) under the 2010 Plan. An award under the OPP Plan is ultimately earned to the extent the Company outperforms a predetermined total shareholder return (“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. OPP Plan awards granted are settled in common stock and in the case of certain executives, in performance units in our operating partnership. With respect to OPP Plan awards granted prior to 2017, to the extent an award is earned following the completion of a three-year performance period, 50% of the earned award will vest in full at the end of the three-year performance period and 25% of the earned award will vest in equal annual installments over the two years thereafter, subject to the participant’s continued employment. Commencing with the 2017 OPP Plan, the two-year post-performance vesting period was replaced with a two-year mandatory holding period upon vesting. In February 2018, the Compensation Committee adopted the 2018 OPP Plan. The 2018 OPP Plan is substantially similar to the 2017 OPP Plans except for (i) the performance period beginning on January 1, 2018 and ending on December 31, 2020, (ii) the maximum bonus pool is $25.0 million, (iii) the relative comparison index is the SNL US Office REIT index, (iv) the absolute TSR hurdle will be 21% (or 7% per annum) and (v) adjusted the sliding scale low return factor so that relative TSR pool can only be reduced by 75% under this feature.

~~The per unit fair value of the grants from the 2018 OPP Plan was estimated on the date of grant using the following assumptions in the Monte Carlo valuation:~~


			~~Assumption~~
~~Expected price volatility for the Company~~			~~20.00%~~
~~Expected price volatility for the particular REIT index~~			~~18.00%~~
~~Risk-free rate~~			~~2.37%~~
~~Dividend yield~~			~~2.90%~~

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

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Expensed stock compensation⁽¹⁾
$ 4,292 $ 3,449 $ 12,919 $ 11,237
Capitalized stock compensation⁽²⁾
282 217 802 635
TOTAL STOCK COMPENSATION⁽³⁾
$ 4,574 $ 3,666 $ 13,721 $ 11,872

~~_________________~~

~~1. Amounts are recorded in general and administrative expenses in the Consolidated Statements of Operations.~~

~~2. Amounts are recorded in deferred leasing costs and lease intangible assets, net and investment in real estate, at cost in the Consolidated Balance Sheets.~~

~~3. Amounts are recorded in additional paid-in capital and non-controlling interest—units in the operating partnership in the Consolidated Balance Sheets.~~

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Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

~~13.~~The Compensation Committee annually adopts a Hudson Pacific Properties, Inc. Outperformance Program (“OPP Plan”) under the 2010 Plan. With respect to OPP Plan awards granted through 2016, to the extent an award is earned following the completion of a three-year performance period, 50% of the earned award will vest in full at the end of the 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 post-performance vesting period was replaced with a two-year mandatory holding period upon vesting. In February 2019, the Compensation Committee adopted the 2019 OPP Plan. The 2019 OPP Plan is substantially similar to the 2018 OPP Plan except for (i) the performance period beginning on January 1, 2019 and ending on December 31, 2021 and (ii) the maximum bonus pool is $28.0 million.

The per unit fair value of the grants from the 2019 OPP Plan was estimated on the date of grant using the following assumptions in the Monte Carlo valuation:


			Assumption
Expected price volatility for the Company			22.00%
Expected price volatility for the particular REIT index			18.00%
Risk-free rate			2.57%
Dividend yield			3.00%

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


	Three Months Ended March 31,
	2019		2018
Expensed stock compensation⁽¹⁾	$	5,150	$	4,338
Capitalized stock compensation⁽²⁾	29		232
TOTAL STOCK COMPENSATION⁽³⁾	$	5,179	$	4,570

_________________

1.Amounts are recorded in general and administrative expenses in the Consolidated Statements of Operations.

2.Amounts are recorded in deferred leasing costs and lease intangible assets, net and investment in real estate, at cost in the Consolidated Balance Sheets.

3.Amounts are recorded in additional paid-in capital and non-controlling interest—units in the operating partnership in the Consolidated Balance Sheets.

14. Earnings Per Share

Hudson Pacific Properties, Inc.

~~Hudson Pacific Properties, Inc.~~The Company calculates basic earnings per share by dividing the net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period. ~~Hudson Pacific Properties, Inc.~~The Company calculates diluted earnings per share by dividing the diluted net income (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 ~~RSUs~~restricted stock awards, unvested time-based performance unit awards and unvested ~~OPP awards~~restricted stock units (“RSUs”) that contain nonforfeitable 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 Hudson Pacific Properties, Inc.’s basic and diluted earnings per share for net income available to common stockholders:~~

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Numerator:
Basic and diluted net income available to common stockholders $ 17,367 $ 11,064 $ 82,146 $ 35,132
Denominator:
Basic weighted average common shares outstanding 155,649,110 155,302,800 155,637,351 152,874,952
Effect of dilutive instruments⁽¹⁾
1,020,137 790,936 991,137 773,936
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 156,669,247 156,093,736 156,628,488 153,648,888
Basic earnings per common share $ 0.11 $ 0.07 $ 0.53 $ 0.23
Diluted earnings per common share $ 0.11 $ 0.07 $ 0.52 $ 0.23

~~________________~~

1. The Company includes unvested awards and convertible common units as contingently issuable shares in the computation of diluted earnings per share once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted earnings per share calculation.

~~Hudson Pacific Properties, L.P.~~

Hudson Pacific Properties, L.P. calculates basic earnings per share by dividing the net income available to common unitholders for the period by the weighted average number of common units outstanding during the period. Hudson Pacific Properties, L.P. calculates diluted earnings per share by dividing the diluted net income 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 RSUs and unvested OPP awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of earnings per unit pursuant to the two-class method.

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Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

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


	Three Months Ended March 31,
	2019		2018
Numerator:


Basic and diluted net (loss) income available to common stockholders	$	(39,392)	$	48,577
Denominator:
Basic weighted average common shares outstanding	154,396,159		155,626,055
Effect of dilutive instruments⁽¹⁾	—		1,088,767
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	154,396,159		156,714,822
Basic (loss) earnings per common share	$	(0.26)	$	0.31
Diluted (loss) earnings per common share	$	(0.26)	$	0.31

________________

1.The Company includes unvested awards and convertible common and participating units as contingently issuable shares in the computation of diluted earnings per share once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted earnings per share calculation.

Hudson Pacific Properties, L.P.’s

The Company calculates basic earnings per share by dividing the net income (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 by dividing the diluted net income (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 awards, unvested time-based performance unit awards and unvested RSUs that contain nonforfeitable rights to dividends are participating securities and are included in the computation of earnings per unit pursuant to the two-class method.

The following table reconciles the numerator and denominator in computing the Company’s basic and diluted earnings per unit for net (loss) income available to common unitholders:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017		2018		2017			2019		2018
Numerator:	Numerator:									Numerator:
Basic and diluted net income available to common unitholders		$	17,430	$	11,105	$	82,445	$	35,388
Basic and diluted net (loss) income available to common unitholders										Basic and diluted net (loss) income available to common unitholders	$	(39,577)	$	48,754
Denominator:	Denominator:									Denominator:
Basic weighted average common units outstanding	Basic weighted average common units outstanding	156,218,155		155,871,845		156,206,396		153,736,796		Basic weighted average common units outstanding	155,120,144		156,195,100
Effect of dilutive instruments⁽¹⁾	Effect of dilutive instruments⁽¹⁾	1,020,137		790,936		991,137		773,936		Effect of dilutive instruments⁽¹⁾	—		1,088,767
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING	DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING	157,238,292		156,662,781		157,197,533		154,510,732		DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING	155,120,144		157,283,867
Basic earnings per common unit		$	0.11	$	0.07	$	0.53	$	0.23
Diluted earnings per common unit		$	0.11	$	0.07	$	0.52	$	0.23
Basic (loss) earnings per common unit										Basic (loss) earnings per common unit	$	(0.26)	$	0.31
Diluted (loss) earnings per common unit										Diluted (loss) earnings per common unit	$	(0.26)	$	0.31

________________

1.The operating partnership includes unvested awards as contingently issuable units in the computation of diluted earnings per unit once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted earnings per unit calculation.

~~14.~~

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

15. Redeemable Non-Controlling Interest

Redeemable ~~preferred units~~Preferred Units of the ~~operating partnership~~Operating Partnership

As of March 31, 2019 and December 31, ~~2017,~~2018, there were ~~407,066~~392,598 series A preferred units of partnership interest in the operating partnership, or series A preferred units, issued and outstanding, which are not owned by the Company. On April 16, 2018, 14,468 series A preferred units of partnership interest were redeemed for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends to, but not including, the date of redemption.

These series A preferred units are entitled to preferential distributions at a rate of 6.25% per annum on the liquidation preference of $25.00 per unit and became convertible at the option of the holder into common units or redeemable into cash or, at the Company’s election, exchangeable for registered shares of common stock after June 29, 2013. For a description of the conversion and redemption rights of the series A preferred units, please see “Description of the Partnership Agreement of Hudson Pacific Properties, L.P.—~~Material Terms of Our Series A Preferred Units” in the Company’s June 23, 2010 Prospectus.~~stock.

Redeemable ~~non-controlling interest~~Non-Controlling Interest in ~~consolidated real estate entity~~Consolidated Real Estate Entities

On March 1, 2018, the Company entered into a joint venture agreement with Macerich WSP, LLC (“Macerich”) to form HPP-MAC WSP, LLC (“HPP-MAC 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 is probable, the carrying amount will be marked to market with the change in value reflected in additional paid-in capital.

~~15. Equity~~On October 9, 2018, the Company entered into a joint venture with Allianz to purchase the Ferry Building property. The Company has a 55% interest in the joint venture that owns the Ferry Building property. The Company has a put right, if certain events occur, to sell its interest at fair market value. Allianz has a put right, if certain events occur, 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 is probable, the carrying amount will be marked to market with the change in value reflected in additional paid-in capital.

The following table ~~below presents~~reconciles the ~~effect~~beginning and ending balances of ~~the Company’s derivatives on accumulated other comprehensive income (“OCI”):~~redeemable non-controlling interests:


	Series A Redeemable Preferred Units		Consolidated Entities
Balance at December 31, 2018	$	9,815	$	113,141
Contributions	—		2,075
Declared dividend	(153)		—
Net income (loss)	153		(600)

BALANCE AT MARCH 31, 2019	$	9,815	$	114,616

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Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

Hudson Pacific Properties, Inc. Stockholders’ Equity
Non-controlling
Interests
Total Equity
Balance at January 1, 2018 $ 13,227 $ 49 $ 13,276
Unrealized gain recognized in OCI due to change in fair value 16,159 58 16,217
Income reclassified from OCI into income (as interest expense) (1,782) (6) (1,788)
Net change in OCI 14,377 52 14,429
Cumulative adjustment related to adoption of ASU 2017-12 230 1 231
BALANCE AT SEPTEMBER 30, 2018 $ 27,834 $ 102 $ 27,936
16. Equity

~~Non-controlling~~The table below presents the effect of the Company’s derivatives on accumulated other comprehensive income (“OCI”):


	Hudson Pacific Properties, Inc. Stockholders’ Equity		Non-controlling interests		Total Equity
Balance at December 31, 2018	$	17,501	$	64	$	17,565
Unrealized loss recognized in OCI due to change in fair value	(5,926)		(28)		(5,954)
Gain reclassified from OCI into income (as interest expense)⁽¹⁾	(1,901)		(9)		(1,910)
Net change in OCI	(7,827)		(37)		(7,864)
BALANCE AT MARCH 31, 2019	$	9,674	$	27	$	9,701

_____________

1.The gains and losses on the Company’s derivatives are reported in the interest expense line item on the Consolidated Statements of Operations. Interest expense was $24.4 million for the three months ended March 31, 2019.

Non-Controlling Interests

Common ~~units~~Units in the ~~operating partnership~~Operating Partnership

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 basis.

~~The following table summarizes the ownership of common units, excluding unvested restricted units as of:~~

September 30, 2018 December 31, 2017
Company-owned common units in the operating partnership 155,649,125 155,602,508
Company’s ownership interest percentage 99.6 % 99.6 %
Non-controlling common units in the operating partnership⁽¹⁾
569,045 569,045
Non-controlling ownership interest percentage⁽¹⁾
0.4 % 0.4 %

~~_________________~~

~~1. Represents common units held by certain of the Company’s executive officers and directors, certain of their affiliates and other outside investors.~~

Performance ~~units~~Units in the ~~operating partnership~~Operating Partnership

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 one-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 basis.

Current Year Activity

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


	March 31, 2019		December 31, 2018
Company-owned common units in the operating partnership	154,373,581		154,371,538
Company’s ownership interest percentage	99.5	%	99.6	%
Non-controlling units in the operating partnership⁽¹⁾	720,773		569,045
Non-controlling ownership interest percentage⁽¹⁾	0.5	%	0.4	%

_________________

1.Represents units held by certain of the Company’s executive officers, directors and outside investors. As of March 31, 2019, this amount represents both common units and performance units of 550,969 and 169,804, respectively.

On January 17, 2019, a common unitholder requested the operating partnership repurchase 18,076 common units and the Company elected, in accordance with the limited partnership agreement of the operating partnership, to settle in cash to satisfy the redemption. On March 11, 2019, 169,804 performance units were granted and vested related to the completion of the 2016 OPP performance period.

Table of Contents

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

Common Stock Activity

The Company has not completed any common stock offerings in ~~2018.~~2019.

The Company’s at-the-market, or ATM, program permits sales of up to $125.0 million of common stock. The Company did not utilize the ATM program during the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. A cumulative total of $20.1 million has been sold as of ~~September 30, 2018.~~March 31, 2019.

Share ~~repurchase program~~Repurchase Program

There have been no repurchases in 2019. On ~~January 20, 2016,~~March 8, 2018, the Board increased the amountauthorized a under its share repurchase program to ~~buy up to $100.0 million of the outstanding common stock of Hudson Pacific Properties, Inc., which the Board increased to~~ a total of ~~$250.0~~$250.0 million on. A cumulative total of $50.0 million has been repurchased as of March ~~8, 2018.~~ 31, 2019. The Company may ~~determine to commence~~make repurchases under the program at any time in its discretion, subject to market conditions, applicable legal requirements and other factors. ~~No share repurchases have been made as of September 30, 2018.~~

Dividends

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:

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Common stock⁽¹⁾
$ 0.25 $ 0.25 $ 0.75 $ 0.75
Common units ⁽¹⁾
$ 0.25 $ 0.25 $ 0.75 $ 0.75
Series A preferred units ⁽¹⁾
$ 0.3906 $ 0.3906 $ 1.1718 $ 1.1718


	Three Months Ended March 31,
	2019		2018
Common stock⁽¹⁾	$	0.25	$	0.25
Common units⁽¹⁾	$	0.25	$	0.25
Series A preferred units⁽¹⁾	$	0.3906	$	0.3906
Performance units	$	0.25	$	0.25

_________________

1.The ~~third~~first quarter of 2019 dividends were paid on ~~September~~March 28, ~~2018~~2019 to shareholders and unitholders of record on ~~September~~March 18, ~~2018.~~2019.

Taxability of Dividends

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.

~~16.~~17. Segment Reporting

The Company’s reporting segments are based on the Company’s method of internal reporting, which classifies its operations into two 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 its 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, therefore, depreciation and amortization expense is not allocated among segments.

Table of Contents

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

The table below presents the operating activity of the Company’s reportable segments:


	Three Months Ended March 31,
	2019		2018
Office segment
Office revenues	$	175,858	$	156,532
Office expenses	(60,815)		(53,240)
Office segment profit	115,043		103,292
Studio segment
Studio revenues	21,531		17,586
Studio expenses	(11,109)		(9,664)
Studio segment profit	10,422		7,922
TOTAL SEGMENT PROFIT	$	125,465	$	111,214

Segment revenues	$	197,389	$	174,118
Segment expenses	(71,924)		(62,904)
TOTAL SEGMENT PROFIT	$	125,465	$	111,214

The table below is a reconciliation of the total profit from all segments to net (loss) income:


	Three Months Ended March 31,
	2019		2018
Total profit from all segments	$	125,465	$	111,214
General and administrative	(18,094)		(15,564)
Depreciation and amortization	(68,505)		(60,553)
Interest expense	(24,350)		(20,503)
Interest income	1,024		9


Transaction-related expenses	(128)		(118)
Other (loss) income	(106)		404
Gains on sale of real estate	—		37,674
Impairment loss	(52,201)		—
NET (LOSS) INCOME	$	(36,895)	$	52,563

18. Related Party Transactions

Employment Agreements

The Company has entered into employment agreements with certain executive officers, effective January 1, 2016, that provide for various severance and change in control benefits and other terms and conditions of employment.

Ferry Building Acquisition from an Affiliate of Blackstone

On October 9, 2018, the Company entered into a joint venture with Allianz to purchase the Ferry Building from certain affiliates of Blackstone for $291.0 million before prorations, credits and closing costs. At the time of the transaction, Michael Nash, ~~a director on the Board, is~~ a senior managing director of an affiliate of ~~Blackstone.~~Blackstone, was a director of the Board. Mr. Nash resigned from the Board on March 14, 2019.

~~Disposal of Pinnacle I and Pinnacle II to certain affiliates of Blackstone~~

On November 16, 2017, the consolidated joint venture that owned Pinnacle I and Pinnacle II sold the properties to certain affiliates of Blackstone for $350.0 million, before credits, prorations and closing costs, including the assumption of $216.0 million of secured debt. Michael Nash, a director on the Board, is a senior managing director of an affiliate of Blackstone.

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Notes to Unaudited Consolidated Financial Statements

(Unaudited, tabular amounts in thousands, except square footage, share and unit data)

~~Disposal of 222 Kearny to certain affiliates of Farallon Funds~~

On February 14, 2017, the Company sold its 222 Kearny property to a joint venture, a partner of which is an affiliate of the Farallon Funds. Richard B. Fried, a director on the Board, is a managing member of the Farallon Funds.

~~JMG Capital Lease at 11601 Wilshire~~

JMG Capital Management LLC leases approximately 6,638 square feet at the Company’s 11601 Wilshire property pursuant to an eight-year lease at an aggregate rate of approximately $279 thousand annualized rent per year. Jonathan M. Glaser, a director on the Board, is the founder and managing member of JMG Capital Management LLC. JMG Capital Management LLC was a tenant of the property at the time it was purchased by the Company in 2016.

~~During 2017, JMG Capital Management LLC assigned the lease to a third party and as a result is no longer a lessee at our 11601 Wilshire property as of December 31, 2017.~~

~~Agreement Related to EOP Acquisition~~

On April 1, 2015, the Company completed the EOP Acquisition from certain affiliates of Blackstone, which consisted of 26 high-quality office assets totaling approximately 8.2 million square feet and two development parcels located throughout the Northern California region. The total consideration paid for the EOP Acquisition before certain credits, prorations and closing costs, included a cash payment of $1.75 billion and an aggregate of 63,474,791 shares of common stock of Hudson Pacific Properties, Inc. and common units in the operating partnership. In connection with the EOP Acquisition, the Company, the operating partnership and Blackstone entered into a stockholders agreement, which conferred Blackstone certain rights, including the right to nominate up to three of the Company’s directors. Additionally, the Company entered into a registration rights agreement with Blackstone providing for customary registration rights with respect to the equity consideration paid in the EOP Acquisition. Following a common stock offering and common unit repurchase on January 10, 2017, the stockholders agreement and the registration rights agreement automatically terminated on that date.

~~Common Stock Offerings and Common Unit Redemptions~~

On January 10, 2017, the Company, Blackstone and the Farallon Funds completed a public offering of 18,673,808 shares of common stock, consisting of 8,881,575 shares offered by the Company and 9,792,233 shares offered by the selling stockholders. The offering generated net proceeds for the Company and the selling stockholders of approximately $310.9 million and $342.7 million, respectively, before expenses. The Company used the net proceeds that it received from the offering to redeem 8,881,575 common units held by Blackstone and the Farallon Funds.

The Company did not receive any proceeds from the sale of the common stock by the selling stockholders in the offerings described above but it paid approximately half of the expenses of the offerings with respect to the shares of common stock sold by the Farallon Funds 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.

~~17.~~19. Commitments and Contingencies

Legal

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

~~Table of Contents~~

~~Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~(Unaudited, tabular amounts in thousands, except square footage, share and unit data)~~

position or cash flows. As of ~~September 30, 2018,~~March 31, 2019, the risk of material loss from such legal actions impacting the Company’s financial condition or results from operations has been assessed as remote.

Letters of Credit

As of ~~September 30, 2018,~~March 31, 2019, the Company has outstanding letters of credit totaling approximately $2.6 million under the unsecured revolving credit facility. The letters of credit are primarily related to utility company security deposit requirements.

~~18.~~20. Supplemental Cash Flow Information

Supplemental cash flow information is included as follows:


		Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017			2019		2018
Cash paid for interest, net of capitalized interest	Cash paid for interest, net of capitalized interest	$	50,692	$	47,852	Cash paid for interest, net of capitalized interest	$	13,543	$	12,915
Non-cash investing and financing activities	Non-cash investing and financing activities					Non-cash investing and financing activities
Accounts payable and accrued liabilities for real estate investments	Accounts payable and accrued liabilities for real estate investments	$	12,624	$	(6,740)	Accounts payable and accrued liabilities for real estate investments	(813)		20,462
Reclassification of investment in unconsolidated entities for real estate investments		$	—	$	7,835
Assumption of debt in connection with property acquisitions		$	139,003	$	—
Redeemable non-controlling interest in consolidated real estate entity		$	12,749	$	—

Restricted cash primarily consists of amounts held by lenders to fund reserves such as capital improvements, taxes, insurance, debt service and operating expenditures. ~~Pursuant to the adoption of ASU 2016-18, the Company included restricted cash with cash and cash equivalents in the Consolidated Statements of Cash Flows.~~ The following table provides a reconciliation of cash and cash equivalents and restricted cash at the beginning and end of the periods presented:


		Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017			2019		2018
Beginning of period:	Beginning of period:					Beginning of period:
Cash and cash equivalents	Cash and cash equivalents	$	78,922	$	83,015	Cash and cash equivalents	$	53,740	$	78,922
Restricted cash	Restricted cash	22,358		25,177		Restricted cash	14,451		22,358
TOTAL	TOTAL	$	101,280	$	108,192	TOTAL	$	68,191	$	101,280

End of period:	End of period:					End of period:
Cash and cash equivalents	Cash and cash equivalents	$	52,456	$	87,723	Cash and cash equivalents	$	52,445	$	64,080
Restricted cash	Restricted cash	10,782		25,784		Restricted cash	13,626		10,900
TOTAL	TOTAL	$	63,238	$	113,507	TOTAL	$	66,071	$	74,980

~~19. Subsequent Events~~

~~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.~~

On October 9, 2018, the Company purchased, through a joint venture with Allianz, the Ferry Building property for $291.0 million (before credits, prorations and closing costs). The Company has a 55% interest in the joint venture. The Ferry Building property, which includes 192,532 square feet of Class A office and 75,486 square feet of retail, is located in San Francisco, California. The land on which the Ferry Building is located is subject to long-term non-cancellable ground lease agreements. The Company is currently in the process of determining the purchase price accounting.

On October 23, 2018, the Company purchased the 6660 Santa Monica property located in Hollywood, California for $10.0 million (before credits, prorations and closings costs). The 11,200-square-foot property is adjacent to, and now forms part of, the Sunset Las Palmas Studios property. The Company is currently in the process of determining the purchase price accounting.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 I, Item 1 “Financial Statements of Hudson Pacific Properties, Inc.”, “Financial Statements of Hudson Pacific Properties, L.P.” and “Notes to Unaudited Consolidated Financial Statements.” Statements in this Item 2 contain forward-looking statements. For a discussion of forward-looking statements, 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 refer to the forward-looking statements section in this Item 2.

~~Forward-Looking~~

Forward-looking Statements

Certain written and oral statements made or incorporated by reference from time to time by us or our representatives in this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q, 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. Additional information concerning these and other risks and uncertainties is contained in our other periodic filings with the SEC.

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:

•adverse economic or real estate developments in our target markets;

•general economic conditions;

•defaults on, early terminations of or non-renewal of leases by tenants;

•fluctuations in interest rates and increased operating costs;

•our failure to obtain necessary outside financing or maintain an investment grade rating;

•our failure to generate sufficient cash flows to service our outstanding indebtedness and maintain dividend payments;

•lack or insufficient amounts of insurance;

•decreased rental rates or increased vacancy rates;

•difficulties in identifying properties to acquire and completing acquisitions;

•our failure to successfully operate acquired properties and operations;

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•our failure to maintain our status as a REIT;

•environmental uncertainties and risks related to adverse weather conditions and natural disasters;

•financial market fluctuations;

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• risks related to acquisitions generally, including the diversion of management’s attention from ongoing business operations and the impact on customers, tenants, lenders, operating results and business;

•the inability to successfully integrate acquired properties, realize the anticipated benefits of acquisitions or capitalize on value creation opportunities;

•the impact of changes in the tax laws as a result of recent federal tax reform legislation and uncertainty as to how some of those changes may be applied;

•changes in real estate and zoning laws and increases in real property tax rates; and

•other factors affecting the real estate industry generally.

Additionally, 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.

Executive Summary

Through our interest in Hudson Pacific Properties, L.P. (our operating partnership) and its subsidiaries, at March 31, 2019, our consolidated office portfolio consisted of approximately 13.9 million square feet of in-service, redevelopment, development and held for sale properties. Additionally, as of March 31, 2019, our studio and land portfolio consisted of 1.2 million and 2.6 million, respectively, square feet of in-service. Our portfolio consists of 55 properties located in Northern and Southern California and the Pacific Northwest.

As of March 31, 2019, our consolidated in-service office portfolio was 92.9% leased (including leases not yet commenced). Our same-store studio properties were 92.4% leased for the average percent leased for the 12 months ended March 31, 2019.

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The following table summarizes our portfolio as of March 31, 2019:


In-Service Portfolio	Number of Buildings	Rentable Square Feet⁽¹⁾		Percent Occupied⁽²⁾		Percent Leased⁽³⁾		Annualized Base Rent per Square Foot⁽⁴⁾
Office
Same-store⁽⁵⁾	31	7,842,466		94.1	%	94.9	%	$	48.61
Stabilized non-same store⁽⁶⁾	9	2,590,210		95.4	%	96.2	%	$	51.94
Total stabilized	40	10,432,676		94.4	%	95.2	%	$	49.45
Lease-up⁽⁶⁾⁽⁷⁾	7	1,871,220		69.9	%	80.4	%	$	49.78
Total in-service	47	12,303,896		90.7	%	92.9	%	$	49.49
Redevelopment⁽⁶⁾	2	683,090
Development⁽⁶⁾	2	408,227
Held for sale⁽⁶⁾	1	471,580
Total office	52	13,866,793
Studio
Same-store⁽⁸⁾	3	1,171,707				92.4	%	$	38.89
Non-same-store⁽⁶⁾	—	52,696	⁽⁹⁾			100.0	%	$	40.70
Total studio	3	1,224,403
Land	—	2,639,562	⁽¹⁰⁾
TOTAL	55	17,730,758

____________

1.Determined by management based upon estimated leasable square feet, which may be less or more than the Building Owners and Managers Association (“BOMA”) rentable area. Square footage may change over time due to re-measurement or re-leasing.

2.Calculated as (i) square footage under commenced leases as of March 31, 2019, divided by (ii) total square feet, expressed as a percentage.

3.Calculated as (i) square footage under commenced and uncommenced leases as of March 31, 2019, divided by (ii) total square feet, expressed as a percentage.

4.Calculated as (i) annualized base rent divided by (ii) square footage under commenced leases as of March 31, 2019. Annualized base rent does not reflect tenant reimbursements.

5.Includes office properties owned and included in our stabilized portfolio as of January 1, 2018 and still owned and included in the stabilized portfolio as of March 31, 2019.

6.Included in our non-same-store property group.

7.Includes office properties that have not yet reached 92.0% occupancy since the date they were acquired or placed under redevelopment or development as of March 31, 2019.

8.Includes studio properties owned and included in our portfolio as of January 1, 2018 and still owned and included in our portfolio as of March 31, 2019.

9.This includes 41,496 square feet located at our 6605 Eleanor Avenue and 1034 Seward Street properties and 11,200 square feet located at our 6660 Santa Monica Boulevard property, included as part of Sunset Las Palmas Studios, that have not met the same-store studio threshold.

10.This includes 946,350 square feet of developable land adjacent to our Campus Center office property that was classified as held for sale as of March 31, 2019. The sale is expected to close during the second quarter of 2019.

Current Quarter Highlights

Acquisitions

We had no acquisitions during the three months ended March 31, 2019. On March 26, 2019, we entered into an agreement to purchase, through a joint venture with Blackstone Property Partners, the 1.45 million-square-foot Bentall Centre property located in Vancouver, Canada. The acquisition is expected to close during the second quarter of 2019.

Dispositions

We had no dispositions during the three months ended March 31, 2019.

Redevelopment/Development

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The following table summarizes the properties currently under redevelopment and development as well as future developments as of March 31, 2019:

Location

Submarket

Estimated Square Feet⁽¹⁾

Estimated Completion Date

Estimated Stabilization Date

Redevelopment:

Maxwell

Downtown Los Angeles

99,090

Q1-2019

Q4-2019

One Westside

West Los Angeles

584,000

TBD

Total redevelopment

683,090

Development:

EPIC

Hollywood

302,102

Q4-2019

Q3-2021

Harlow

Hollywood

106,125

Q1-2020

Q3-2021

Total development

408,227

TOTAL REDEVELOPMENT AND DEVELOPMENT

1,091,317

Future Development:

Element LA—Development

West Los Angeles

500,000

TBD

Sunset Bronson Studios Lot D—Development

Hollywood

19,816

TBD

Sunset Gower Studios—Development

Hollywood

423,396

TBD

Sunset Las Palmas Studios—Development

Hollywood

400,000

TBD

Cloud10

North San Jose

350,000

TBD

TOTAL FUTURE DEVELOPMENT

1,693,212

_____________

1.Determined by management based upon estimated leasable square feet, which may be less or more than the BOMA rentable area. Square footage may change over time due to re-measurement or re-leasing.

Held for Sale

As of March 31, 2019, we had one property that met the criteria to be classified as held for sale. The property was identified as a non-strategic asset to our portfolio. We entered into an agreement on March 28, 2019 to sell our Campus Center property, which includes the office property and developable land, to two separate, unrelated buyers for a combined amount of approximately $150 million (before certain credits, prorations and closing costs). We recorded $52.2 million of impairment charges related to the Campus Center office property that was held for sale as of March 31, 2019. Both sales are expected to close during the second quarter of 2019.

Lease Expirations

The following table summarizes the lease expirations for leases in place as of March 31, 2019 plus available space, for each of the nine full calendar years beginning January 1, 2019 at the properties in our office portfolio. Unless otherwise stated in the footnotes, the information set forth in the table assumes that tenants exercise no renewal options.

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Year of Lease Expiration	Expiring Leases	Square Footage of Expiring Leases	Percentage of Office Portfolio Square Feet		Annualized Base Rent⁽¹⁾		Percentage of Office Portfolio Annualized Base Rent		Annualized Base Rent Per Leased Square Foot⁽²⁾
Vacant	N/A	1,446,701	10.5	%	N/A		N/A		N/A
2019⁽³⁾	128	894,971	6.5		$	43,808,363	7.1	%	$	48.95
2020	145	938,298	6.8		47,353,172		7.6		50.47
2021	130	1,244,058	9.0		56,442,039		9.0		45.37
2022	117	1,183,158	8.6		55,768,863		8.9		47.14
2023	82	1,526,551	11.0		67,981,672		10.9		44.53
2024	88	1,455,604	10.5		72,366,297		11.6		49.72
2025	30	1,081,971	7.8		56,296,162		9.0		52.03
2026	17	326,691	2.4		17,688,631		2.8		54.14
2027	15	405,078	2.9		21,596,067		3.5		53.31
2028	17	555,792	4.0		34,527,781		5.5		62.12
Thereafter��	26	1,408,629	10.2		78,675,514		12.6		55.85
Building management use	21	146,361	1.1		—		—		—
Signed leases not commenced⁽⁴⁾	23	1,205,757	8.7		71,611,797		11.5		59.39
TOTAL/WEIGHTED AVERAGE⁽⁵⁾	839	13,819,620	100.0	%	$	624,116,358	100.0	%	$	50.44

_____________

1.Rent data for our office properties is presented on an annualized basis without regard to cancellation options. Annualized base rent for office properties is calculated by multiplying (i) base rental payments (defined as cash base rents (before abatements)) as of March 31, 2019, by (ii) 12. Annualized base rent does not reflect tenant reimbursements.

2.Annualized base rent per square foot for all lease expiration years is calculated as (i) base rental payments (defined as cash base rents (before abatements)) under commenced leases, divided by (ii) square footage under commenced leases as of March 31, 2019.

3.Excludes 22,553-square-foot management office occupied by Hudson Pacific Properties, Inc. The management office is being reflected under building management use in the table above.

4.Annualized base rent per leased square foot and annualized base rent per square foot at expiration for signed leases not commenced reflects uncommenced leases for space not occupied as of March 31, 2019 and is calculated as (i) base rental payments (defined as cash base rents (before abatements)) under uncommenced leases for vacant space as of March 31, 2019, divided by (ii) square footage under uncommenced leases as of March 31, 2019.

5.Total expiring square footage does not include 47,173 square feet of month-to-month leases.

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Historical Tenant Improvements and Leasing Commissions

The following table summarizes historical information regarding tenant improvement and leasing commission costs for tenants at our office properties:


	Three Months Ended March 31,
	2019		2018
Renewals⁽¹⁾
Number of leases	16		19
Square feet	97,123		302,401
Tenant improvement costs per square foot⁽²⁾⁽³⁾	$	8.26	$	44.31
Leasing commission costs per square foot⁽²⁾	7.92		14.12
Total tenant improvement and leasing commission costs⁽²⁾	$	16.18	$	58.43

New leases⁽⁴⁾
Number of leases	29		36
Square feet	947,013		253,855
Tenant improvement costs per square foot⁽²⁾⁽³⁾	$	92.57	$	46.95
Leasing commission costs per square foot⁽²⁾	33.58		14.53
Total tenant improvement and leasing commission costs⁽²⁾	$	126.15	$	61.48

TOTAL
Number of leases	45		55
Square feet	1,044,136		556,256
Tenant improvement costs per square foot⁽²⁾⁽³⁾	$	84.73	$	45.52
Leasing commission costs per square foot⁽²⁾	31.19		14.30
TOTAL TENANT IMPROVEMENT AND LEASING COMMISSION COSTS⁽²⁾	$	115.92	$	59.82

_____________

1.Excludes retained tenants that have relocated or expanded into new space within our portfolio.

2.Assumes all tenant improvement and leasing commissions are paid in the calendar year in which the lease is executed, which may be different than the year in which they were actually paid.

3.Tenant improvement costs are based on negotiated tenant improvement allowances set forth in leases, or, for any lease in which a tenant improvement allowance was not specified, the aggregate cost originally budgeted at the time the lease commenced.

4.Includes retained tenants that have relocated or expanded into new space within our portfolio.

Financings

During the three months ended March 31, 2019, the outstanding borrowings on the unsecured revolving credit facility decreased by $180.0 million, net of draws. We use 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, our operating partnership completed an underwritten public offering of $350.0 million in senior notes due April 1, 2029 that are fully and unconditionally guaranteed by Hudson Pacific Properties, Inc. The net proceeds from the offering, after deducting the underwriting discount, were approximately $343.0 million and were used to repay outstanding borrowings under our unsecured revolving credit facility and $75.0 million of its five-year term loan due November 17, 2020.

On March 1, 2019, we entered into a loan agreement to borrow up to $235.0 million on a revolving basis, maturing on March 1, 2024. We drew $5.0 million to pay down the Sunset Gower Studios/Sunset Bronson Studios construction loan that matured on March 4, 2019. The unused fee rate related to Sunset Bronson Studios/ICON/CUE is 0.20%.

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Historical Results of Operations

This Quarterly Report on Form 10-Q of Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. represents an update to the more detailed and comprehensive disclosures included in the ~~2017~~2018 Annual Report on Form 10-K of Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. Accordingly, you should read the following discussion in conjunction with the information included in our ~~2017~~2018 Annual Report on Form 10-K, as well as the unaudited financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

In addition, some of the statements and assumptions in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the quarter and beyond. See ~~“Forward-Looking~~“Forward-looking Statements.”

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~~Overview~~

~~The following table identifies the properties in our portfolio as of September 30, 2018:~~

Properties Acquisition Date Acquisition/Estimated Rentable Square Feet Consideration Paid (in thousands)
Acquired properties:
875 Howard 2/15/2007 286,270 $ —
Sunset Gower Studios 8/17/2007 543,709 —
6040 Sunset⁽¹⁾
8/17/2007 114,958 —
Sunset Bronson Studios 1/30/2008 313,723 —
Del Amo 8/13/2010 113,000 27,327
1455 Market⁽²⁾
12/16/2010 1,012,012 92,365
Rincon Center 12/16/2010 580,850 184,571
10950 Washington 12/22/2010 158,873 46,409
604 Arizona 7/26/2011 44,260 21,373
275 Brannan 8/19/2011 51,710 12,370
625 Second 9/1/2011 136,906 57,119
6922 Hollywood 11/22/2011 205,523 92,802
6050 Sunset & 1445 Beachwood 12/16/2011 20,761 6,502
10900 Washington 4/5/2012 9,919 2,605
901 Market 6/1/2012 212,319 90,871
Element LA (includes 1861 Bundy) 9/5/2012 & 9/23/2013 277,919 99,936
1455 Gordon 9/21/2012 6,000 2,385
3401 Exposition 5/22/2013 63,376 25,722
Seattle Portfolio (83 King, 505 First, Met Park North and Northview Center) 7/31/2013 845,200 368,389
411 First (formerly known as Merrill Place) 2/12/2014 193,153 57,034
EOP Northern California Portfolio (see table on next page for property list) 4/1/2015 6,366,882 3,048,601
Fourth & Traction⁽³⁾
5/22/2015 120,937 49,250
Maxwell⁽⁴⁾
8/17/2015 83,285 40,000
11601 Wilshire⁽⁵⁾
7/1/2016 & 6/15/2017 500,475 357,953
Hill7⁽⁶⁾
10/7/2016 285,680 180,167
Page Mill Hill 12/12/2016 182,676 149,895
Sunset Las Palmas Studios (includes 6666 Santa Monica, 6605 Eleanor Avenue and 1034 Seward Street) 5/1/2017 & 6/29/2017 & 6/7/2018 414,646 237,866
One Westside and 10850 Pico (collectively, formerly known as Westside Pavilion)⁽⁷⁾
8/31/2018 571,939 341,914
Development properties⁽⁸⁾:
ICON⁽⁹⁾
N/A 325,757 N/A
450 Alaskan⁽¹⁰⁾
N/A 170,974 N/A
CUE⁽¹¹⁾
N/A 91,953 N/A
95 Jackson⁽¹²⁾
N/A 31,659 N/A
EPIC⁽¹³⁾
N/A 302,102 N/A
Harlow⁽¹⁴⁾
N/A 106,125 N/A
TOTAL⁽¹⁵⁾
14,745,531 $ 5,593,426

~~_________________~~

~~1. This development was completed in June 2008.~~

~~2. We have a 55% ownership interest in the consolidated joint venture that owns the 1455 Market property.~~

~~3. This development was completed in the second quarter of 2017.~~

4. We estimate this redevelopment will be completed in the fourth quarter of 2018 and stabilized in the third quarter of 2019. As a result of this redevelopment, the estimated rentable square footage increased to 99,090.

~~5. We acquired the building and partial interest in the land on July 1, 2016 and acquired the remaining interest in the land on June 15, 2017.~~

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~~6. We have a 55% ownership interest in the consolidated joint venture that owns the Hill7 property.~~

7. We have a 75% ownership interest in the consolidated joint venture that owns the One Westside and 10850 Pico properties. We plan to redevelop our One Westside property which is anticipated to increase the rentable square footage to approximately 595,987.

~~8. Includes properties that were related to acquisitions that were subsequently developed by us.~~

~~9. The land related to this development was included in our acquisition of Sunset Bronson Studios. We completed this development in the fourth quarter of 2016.~~

~~10. The land related to this development was included in our acquisition of 411 First. We completed this development in the third quarter of 2017.~~

~~11. The land related to this development was included in our acquisition of Sunset Bronson Studios. We completed this development in the third quarter of 2017.~~

~~12. The land related to this development was included in our acquisition of 411 First. We completed this development in the second quarter of 2018.~~

13. The land related to this development was included in our acquisition of Sunset Bronson Studios. We estimate this development will be completed in the first quarter of 2020 and stabilized in the third quarter of 2021.

14. The land related to this development was included in our acquisition of Sunset Las Palmas Studios. We estimate this development will be completed in the first quarter of 2020 and stabilized in the fourth quarter of 2020.

15. Excludes the Ferry Building property which was acquired on October 9, 2018. We have a 55% ownership interest in the joint venture that owns the Ferry Building property. See Part I, Item 1 “Note 19 to our Consolidated Financial Statements—Subsequent events” for details.

~~The following table identifies the properties we own as of September 30, 2018 that were acquired as part of the EOP Acquisition:~~


~~Properties~~						~~Acquisition Square Feet~~
~~1740 Technology~~						~~206,876~~
~~333 Twin Dolphin~~						~~182,789~~
~~3176 Porter~~						~~42,899~~
~~3400 Hillview~~						~~207,857~~
~~555 Twin Dolphin~~						~~198,936~~
~~Campus Center~~						~~471,580~~
~~Clocktower Square~~						~~100,344~~
~~Concourse~~						~~944,386~~
~~Foothill Research Center~~						~~195,376~~
~~Gateway~~						~~609,093~~
~~Metro Center~~						~~730,215~~
~~Metro Plaza~~						~~456,921~~
~~Page Mill Center~~						~~176,245~~
~~Palo Alto Square~~						~~328,251~~
~~Shorebreeze~~						~~230,932~~
~~Skyport Plaza~~						~~418,086~~
~~Skyway Landing~~						~~247,173~~
~~Techmart~~						~~284,440~~
~~Towers at Shore Center~~						~~334,483~~
~~TOTAL~~						~~6,366,882~~

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~~The following table identifies the properties that were disposed through September 30, 2018:~~

Properties Disposition Date Approximate Square Feet
Sales Price⁽¹⁾ (in millions)
City Plaza 7/12/2013 333,922 $ 56.0
Tierrasanta 7/16/2014 112,300 19.5
First Financial 3/6/2015 223,679 89.0
Bay Park Plaza 9/29/2015 260,183 90.0
Bayhill Office Center 1/14/2016 554,328 215.0
Patrick Henry Drive 4/7/2016 70,520 19.0
One Bay Plaza 6/1/2016 195,739 53.4
12655 Jefferson 11/4/2016 100,756 80.0
222 Kearny 2/14/2017 148,797 51.8
3402 Pico 3/21/2017 50,687 35.0
Pinnacle I and Pinnacle II⁽²⁾
11/16/2017 623,777 350.0
Embarcadero Place 1/25/2018 197,402 136.0
2600 Campus Drive (building 6 of Peninsula Office Park) 1/31/2018 63,050 22.5
2180 Sand Hill 3/1/2018 45,613 82.5
9300 Wilshire 4/10/2018 61,422 13.8
Peninsula Office Park 7/27/2018 447,739 210.0
TOTAL⁽³⁾⁽⁴⁾
3,489,914 $ 1,523.5

~~_________________~~

~~1. Represents gross sales price before certain credits, prorations and closing costs.~~

~~2. We sold our 65% ownership interest in the consolidate joint venture.~~

~~3. Excludes the disposition of 45% interest in 1455 Market office property on January 7, 2015.~~

~~4. Excludes our sale of an option to acquire land at 9300 Culver on December 6, 2016.~~

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 Part I, Item 1 of this Quarterly 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.

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Comparison of the ~~three months ended September 30, 2018~~Three Months Ended March 31, 2019 to the ~~three months ended September 30, 2017~~Three Months Ended March 31, 2018

Net Operating Income

We evaluate performance based upon property net operating income (“NOI”) ~~from continuing operations.~~. 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 ~~operating~~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 ~~operating~~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.

Management further analyzes NOI by evaluating the performance from the following property groups:

•Same-store properties, which includes all of the properties owned and included in our stabilized portfolio as of ~~July~~January 1, ~~2017~~2018 and still owned and included in the stabilized portfolio as of ~~September 30, 2018;~~March 31, 2019; and

•Non-same-store properties ~~which includes held~~include:

•Stabilized non-same-store properties

•Lease-up properties

•Development properties

•Redevelopment properties

•Held for sale properties ~~development projects, redevelopment properties and lease-up properties~~

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The following table reconciles net (loss) income to NOI:


	Three Months Ended March 31,						Dollar Change		Percent Change
	2019		2018
Net (loss) income	$	(36,895)	$	52,563	$	(89,458)	(170.2)	%
Adjustments:
Interest expense	24,350		20,503		3,847		18.8
Interest income	(1,024)		(9)		(1,015)		11,277.8

Transaction-related expenses	128		118		10		8.5
Other expense (income)	106		(404)		510		(126.2)
Gains on sale of real estate	—		(37,674)		37,674		(100.0)
Impairment loss	52,201		—		52,201		100.0
General and administrative	18,094		15,564		2,530		16.3
Depreciation and amortization	68,505		60,553		7,952		13.1
NOI	$	125,465	$	111,214	$	14,251	12.8	%

Same-store NOI	$	89,061	$	81,707	$	7,354	9.0	%
Non-same-store NOI	36,404		29,507		6,897		23.4
NOI	$	125,465	$	111,214	$	14,251	12.8	%

Rental Components

We adopted ASC 842 using the modified retrospective approach as of ~~September 30, 2018~~January 1, 2019 and elected to apply the transition method of the standard at the beginning of the period of adoption. As such, the prior period amounts presented under ASC 840 were not restated to conform with the 2019 presentation. As we elected the practical expedient in ASC 842, which allows us to avoid separating lease and non-lease rental income, all office rental income earned pursuant to tenant leases in 2019 is reflected as one line, “Rental,” in the 2019 Consolidated Statement of Operations and as a result we do not disclose tenant recoveries as a separate GAAP revenue measure. However, we believe that tenant recoveries are useful to investors as a supplemental measure of our ability to recover operating expenses, property taxes, insurance and other ~~properties~~expenses. For our studio leases, we did not ~~owned or~~elect the lessor practical expedient to combine lease and non-lease components. Therefore, studio rentals includes property tax and insurance recoveries and all other recoveries are included in service revenues and other. The following table presents our revenues in accordance with GAAP:


	Three Months Ended March 31,
	2019		2018
Revenues
Office
Rental	$	170,197	$	130,082
Tenant recoveries	—		20,904
Service revenues	5,661		5,546
Total office revenues	175,858		156,532
Studio
Rental	12,394		10,383
Tenant recoveries	—		354
Service revenues and other	9,137		6,849
Total studio revenues	21,531		17,586
TOTAL REVENUES	$	197,389	$	174,118

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We evaluate rental and tenant recoveries separately. Tenant recoveries are not a measure of revenues as allowed by GAAP and should not be considered an alternative to our GAAP measures included in ~~operation from July 1, 2017 through September 30, 2018.~~our Consolidated Statement of Operations. The following table reports the breakdown of the 2019 rental income based on the 2018 presentation:


	Three Months Ended March 31,
	2019		2018
Revenues
Office
Rental	$	145,460	$	130,082
Tenant recoveries	24,737		20,904
Service revenues	5,661		5,546
Total office revenues	175,858		156,532

Studio
Rental	11,930		10,383
Tenant recoveries	464		354
Service revenues and other	9,137		6,849
Total studio revenues	21,531		17,586

TOTAL REVENUES	$	197,389	$	174,118

The following table ~~reconciles net income to NOI:~~summarizes certain statistics of our same-store office and studio properties:

Three Months Ended
September 30, Dollar Change Percent Change
2018 2017
Net income $ 20,270 $ 14,510 $ 5,760 39.7 %
Adjustments:
Interest expense 20,131 22,461 (2,330) (10.4)
Interest income (418) (44) (374) 850.0
Unrealized loss on ineffective portion of derivatives — 37 (37) (100.0)
Transaction-related expenses 165 598 (433) (72.4)
Other income (25) (1,402) 1,377 (98.2)
Gains on sale of real estate (3,735) — (3,735) (100.0)
Operating income 36,388 36,160 228 0.6
Adjustments:
General and administrative 14,280 13,013 1,267 9.7
Depreciation and amortization 62,224 71,158 (8,934) (12.6)
NOI $ 112,892 $ 120,331 $ (7,439) (6.2) %
Same-store NOI $ 82,457 $ 79,211 $ 3,246 4.1 %
Non-same-store NOI 30,435 41,120 (10,685) (26.0)
NOI $ 112,892 $ 120,331 $ (7,439) (6.2) %


	Three Months Ended March 31,
	2019			2018
Same-store office
Number of properties	31			31
Rentable square feet	7,842,466			7,842,466
Ending % leased	94.9		%	94.3		%
Ending % occupied	94.1		%	93.2		%
Average % occupied for the period	93.0		%	92.8		%
Average annual rental rate per square foot	$	48.61		$	45.77

Same-store studio
Number of properties	3			3
Rentable square feet	1,171,707			1,171,707
Average % occupied for the period⁽¹⁾	92.4		%	N/A

_____________

1.Percent occupied for same-store studio is the average percent occupied for the 12-months ended March 31, 2019. Trailing 12-month occupancy for March 31, 2018 is not applicable as the Sunset Las Palmas Studio property was acquired in May 2017.

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

Three Months Ended September 30,
2018 2017
Same-store office
Number of properties 31 31
Rentable square feet 7,833,206 7,833,206
Ending % leased 94.4 % 96.2 %
Ending % occupied 93.1 % 93.0 %
Average % occupied for the period 92.8 % 93.6 %
Average annual rental rate per square foot $ 46.74 $ 43.51
Same-store studio
Number of properties 3 3
Rentable square feet 1,204,927 1,204,927
Average % occupied for the period⁽¹⁾
88.9 % N/A

~~_____________~~

1. Percent occupied for same-store studio is the average percent occupied for the 12 months ended September 30, 2018. Trailing twelve-month occupancy for September 30, 2017 is not applicable as the Sunset Las Palmas property was acquired in May 2017.

~~The following table~~ gives further detail on our NOI:


		Three Months Ended September 30,																							Three Months Ended March 31,
		2018										2017											2019				2018
		Same-Store		Non-Same-Store		Total		Same-Store		Non-Same-Store		Total			Same-Store		Non-Same-Store		Total		Same-Store		Non-Same-Store		Total
REVENUES
Revenues														Revenues
Office	Office													Office
Rental	Rental	$	87,148	$	42,815	$	129,963	$	85,319	$	53,838	$	139,157	Rental	$	93,020	$	52,440	$	145,460	$	86,675	$	43,407	$	130,082
Tenant recoveries	Tenant recoveries	18,220		6,395		24,615		17,364		7,618		24,982		Tenant recoveries	17,344		7,393		24,737		16,445		4,459		20,904
Parking and other		4,997		1,871		6,868		3,959		4,076		8,035
Service revenues														Service revenues	4,166		1,495		5,661		4,104		1,442		5,546
Total office revenues	Total office revenues	110,365		51,081		161,446		106,642		65,532		172,174		Total office revenues	114,530		61,328		175,858		107,224		49,308		156,532

Studio	Studio													Studio
Rental	Rental	11,161		570		11,731		11,012		—		11,012		Rental	11,417		513		11,930		10,383		—		10,383
Tenant recoveries	Tenant recoveries	166		133		299		133		—		133		Tenant recoveries	146		318		464		354		—		354
Other property-related revenue		6,988		—		6,988		6,561		—		6,561
Other		234		—		234		141		—		141
Service revenues and other														Service revenues and other	9,348		(211)		9,137		6,849		—		6,849
Total studio revenues	Total studio revenues	18,549		703		19,252		17,847		—		17,847		Total studio revenues	20,911		620		21,531		17,586		—		17,586

Total revenues	Total revenues	128,914		51,784		180,698		124,489		65,532		190,021		Total revenues	135,441		61,948		197,389		124,810		49,308		174,118

OPERATING EXPENSES
Operating expenses														Operating expenses
Office operating expenses	Office operating expenses	36,080		21,215		57,295		34,690		24,412		59,102		Office operating expenses	35,397		25,418		60,815		33,439		19,801		53,240
Studio operating expenses	Studio operating expenses	10,377		134		10,511		10,588		—		10,588		Studio operating expenses	10,983		126		11,109		9,664		—		9,664
Total operating expenses	Total operating expenses	46,457		21,349		67,806		45,278		24,412		69,690		Total operating expenses	46,380		25,544		71,924		43,103		19,801		62,904

Office NOI	Office NOI	74,285		29,866		104,151		71,952		41,120		113,072		Office NOI	79,133		35,910		115,043		73,785		29,507		103,292
Studio NOI	Studio NOI	8,172		569		8,741		7,259		—		7,259		Studio NOI	9,928		494		10,422		7,922		—		7,922
NOI	NOI	$	82,457	$	30,435	$	112,892	$	79,211	$	41,120	$	120,331	NOI	$	89,061	$	36,404	$	125,465	$	81,707	$	29,507	$	111,214

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The following table gives further detail on our change in NOI:


		Three Months Ended September 30, 2018 as compared to Three Months Ended September 30, 2017																							Three Months Ended March 31, 2019 as compared to Three Months Ended March 31, 2018
		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		Percent Change		Dollar Change		Percent Change		Dollar Change		Percent Change
REVENUES
Revenues														Revenues
Office	Office													Office
Rental	Rental	$	1,829	2.1	%	$	(11,023)	(20.5)	%	$	(9,194)	(6.6)	%	Rental	$	6,345	7.3	%	$	9,033	20.8	%	$	15,378	11.8	%
Tenant recoveries	Tenant recoveries	856		4.9		(1,223)		(16.1)		(367)		(1.5)		Tenant recoveries	899		5.5		2,934		65.8		3,833		18.3
Parking and other		1,038		26.2		(2,205)		(54.1)		(1,167)		(14.5)
Service revenues														Service revenues	62		1.5		53		3.7		115		2.1
Total office revenues	Total office revenues	3,723		3.5		(14,451)		(22.1)		(10,728)		(6.2)		Total office revenues	7,306		6.8		12,020		24.4		19,326		12.3

Studio	Studio													Studio
Rental	Rental	149		1.4		570		100.0		719		6.5		Rental	1,034		10.0		513		100.0		1,547		14.9
Tenant recoveries	Tenant recoveries	33		24.8		133		100.0		166		124.8		Tenant recoveries	(208)		(58.8)		318		100.0		110		31.1
Other property-related revenue		427		6.5		—		100.0		427		6.5
Other		93		66.0		—		100.0		93		66.0
Service revenues and other														Service revenues and other	2,499		36.5		(211)		(100.0)		2,288		33.4
Total studio revenues	Total studio revenues	702		3.9		703		100.0		1,405		7.9		Total studio revenues	3,325		18.9		620		100.0		3,945		22.4

Total revenues	Total revenues	4,425		3.6		(13,748)		(21.0)		(9,323)		(4.9)		Total revenues	10,631		8.5		12,640		25.6		23,271		13.4

OPERATING EXPENSES
Operating expenses														Operating expenses
Office operating expenses	Office operating expenses	1,390		4.0		(3,197)		(13.1)		(1,807)		(3.1)		Office operating expenses	1,958		5.9		5,617		28.4		7,575		14.2
Studio operating expenses	Studio operating expenses	(211)		(2.0)		134		100.0		(77)		(0.7)		Studio operating expenses	1,319		13.6		126		100.0		1,445		15.0
Total operating expenses	Total operating expenses	1,179		2.6		(3,063)		(12.5)		(1,884)		(2.7)		Total operating expenses	3,277		7.6		5,743		29.0		9,020		14.3

Office NOI	Office NOI	2,333		3.2		(11,254)		(27.4)		(8,921)		(7.9)		Office NOI	5,348		7.2		6,403		21.7		11,751		11.4
Studio NOI	Studio NOI	913		12.6		569		100.0		1,482		20.4		Studio NOI	2,006		25.3		494		100.0		2,500		31.6
NOI	NOI	$	3,246	4.1	%	$	(10,685)	(26.0)	%	$	(7,439)	(6.2)	%	NOI	$	7,354	9.0	%	$	6,897	23.4	%	$	14,251	12.8	%

NOI ~~decreased $7.4~~increased $14.3 million, or ~~6.2%~~12.8%, for the three months ended ~~September 30, 2018~~March 31, 2019 as compared to the three months ended ~~September 30, 2017,~~March 31, 2018, primarily resulting ~~from a:~~from:

• ~~$2.3~~$7.4 million ~~or 3.2%,~~ increase in NOI from our same-store properties driven by:

•An increase in office ~~properties resulting~~NOI of $5.3 million primarily ~~from an~~due to:

•$6.3 million increase in rental revenues primarily relating to Salesforce.com subleasing to Twilio Inc. at our Rincon Center property and leases signed at our ~~Rincon Center (Google LLC) property~~1455 Market (Square, Inc. and WeWork Companies Inc.), Clocktower (Baker McKenzie) and Concourse (Nutanix, Inc. and Vital Connect, Inc.) properties at a higher rate than expiring ~~leases,~~leases;

•$0.9 million increase in tenant recoveries primarily relating to the commercial rents tax in San Francisco effective in 2019;

•$0.1 million increase in service revenues primarily relating to parking at our ICON property; partially offset by ~~lease expirations at our Foothill Research Center (Robert Bosch GmbH) property. In addition, the~~

•$2.0 million increase in ~~NOI was partially offset by an increase in office~~ operating expenses primarily relating to the commercial rents tax in San Francisco effective in 2019 and overall increased occupancy.

•An increase in studio NOI of $2.0 million primarily due to:

•$2.5 million increase in service revenues and other primarily relating to ~~ground rent expense~~lighting and grip revenues; partially offset by

•$1.3 million increase in operating expenses relating to increase in production activity at our ~~3400 Hillview property. Parking~~Studios.

•Rental revenues and ~~other revenues increased primarily due~~tenant recoveries of $11.4 million and $0.1 million, respectively, for the three months ended March 31, 2019 remained relatively flat as compared to ~~our ICON property.~~$10.4 million and $0.4 million, respectively, for the three months ended March 31, 2018.

•

~~• $11.3~~$6.9 million ~~or 27.4%, decrease~~ increase in NOI from our non-same-store properties driven by:

•Overall increase in office NOI of $6.4 million primarily due to:

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•Our acquisition of 10850 Pico (August 2018) and Ferry Building (October 2018) properties, ~~resulting primarily from our Campus Center property, which was taken off-line for a redevelopment project after an early termination (Cisco Systems Inc.), and~~partially offset by the sale of our ~~Pinnacle I and Pinnacle II (November 2017),~~ Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties. The decrease was partially offset by the commencement of leases at our CUE (Netflix, Inc.), Hill7 (WeWork Companies Inc.), 450 Alaskan (Saltchuk) and Metro Center (Qualys, Inc.) properties.properties; in addition to

•

~~• $0.9~~$9.0 million ~~or 12.6%, increase in NOI from our same-store studio properties resulting primarily from an~~ increase in rental revenues ~~increase in other property-related revenues and decrease in operating expenses. The increase was~~ primarily ~~a result of overall increase in rental rates and production activity.~~

~~• $0.6 million, or 100.0%, increase in NOI from our non-same-store studio properties resulting from~~relating to our acquisition of ~~6605 Eleanor Avenue~~10850 Pico (August 2018) and ~~1034 Seward Street in June 2018.~~

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~~Office NOI~~

~~Same-store~~

Same-store office rental revenues increased $1.8 million, or 2.1%, to $87.1 million for the three months ended September 30, 2018 compared to $85.3 million for the three months ended September 30, 2017. The increase was primarily due toFerry Building (October 2018) properties, leases signed at our ~~Rincon Center (Google LLC) property~~Gateway (Lumenis, Inc. and Santa Clara Valley Transportation Authority), Palo Alto Square (Orbital Insight, Inc) and Metro Plaza (Nutanix, Inc.) properties at a higher rate than expiring leases, ~~partially offset by lease expirations at~~higher occupancy due to lease-up of our ~~Foothill Research Center (Robert Bosch GmbH) property.~~450 Alaskan (Nestle USA, Inc. and Regus) property and CUE (Netflix, Inc.);

•

~~Same-store office~~$2.9 million increase in tenant recoveries primarily relating to our acquisition of ~~$18.2~~Ferry Building (October 2018); and

•Service revenues of $1.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 remained relatively flat as compared to ~~$17.4~~$1.4 million for the three months ended ~~September 30, 2017.~~March 31, 2018; partially offset by

•

~~Same-store office parking and other revenues increased $1.0~~$5.6 million ~~or 26.2%, to $5.0 million for the three months ended September 30, 2018 compared to $4.0 million for the three months ended September 30, 2017. The increase was primarily due to an~~ increase in ~~parking revenues at our ICON property.~~

~~Same-store office~~ operating expenses ~~increased $1.4 million, or 4.0%, to $36.1 million for the three months ended September 30, 2018 compared to $34.7 million for the three months ended September 30, 2017. The increase was~~ primarily ~~due to ground rent expense at our 3400 Hillview property.~~

~~Non-same-store~~

Non-same-store office rental revenues decreased by $11.0 million, or 20.5%, to $42.8 million for the three months ended September 30, 2018 compared to $53.8 million for the three months ended September 30, 2017. The decrease was primarily duerelating to our ~~Campus Center property, which was taken off-line for a redevelopment project after an early termination (Cisco Systems Inc.),~~acquisition of Ferry Building (October 2018); and

•the sale of our ~~Pinnacle I and Pinnacle II (November 2017),~~ Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) ~~properties. The decrease was partially offset by the commencement of leases at our CUE (Netflix, Inc.) and 450 Alaskan (Saltchuk) properties.~~properties.

•

Non-same-store office tenant recoveries decreased $1.2 million, or 16.1%, to $6.4 million for the three months ended September 30, 2018 compared to $7.6 million for the three months ended September 30, 2017. The decrease was primarily due to our Campus Center property, which was taken off-line for a redevelopment project, and the sale of our Pinnacle I and Pinnacle II (November 2017), Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties. The decrease was partially offset by the commencement of leases at our Hill7 (WeWork Companies Inc.), 450 Alaskan (Saltchuk) and Metro Center (Qualys, Inc.) properties.

Non-same-store office parking and other revenues decreased $2.2 million, or 54.1%, to $1.9 million for the three months ended September 30, 2018 compared to $4.1 million for the three months ended September 30, 2017. The decrease was primarily due to our Campus Center property, which was taken off-line for a redevelopment project after an early termination (Cisco Systems Inc.), and the sale of our Pinnacle I and Pinnacle II (November 2017) property.

Non-same-store office operating expenses decreased by $3.2 million, or 13.1%, to $21.2 million for the three months ended September 30, 2018 compared to $24.4 million for the three months ended September 30, 2017. The decrease was primarily due to our Campus Center property, which was taken off-line for a redevelopment project, and the sale of our Pinnacle I and Pinnacle II (November 2017), Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties. The decrease was partially offset by recently completed developments.

~~Studio NOI~~

~~Same-store~~

Same-store studio revenues of $18.5 million for the three months ended September 30, 2018 remained relatively flat as compared to $17.8 million for the three months ended September 30, 2017. The increase was primarily attributable to an

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An increase in ~~rental revenues, increase in other property-related revenues and decrease in operating expenses. The increase was primarily a result~~studio NOI of ~~overall increase in rental rates and production activity.~~

~~Same-store studio operating expenses of $10.4~~$0.5 million ~~for the three months ended September 30, 2018 remained relatively flat as compared to $10.6 million for the three months ended September 30, 2017.~~

~~Non-same-store~~

Non-same-store studio revenues were $0.7 million for the three months ended September 30, 2018. Non-same-store studio operating expenses were $0.1 million for the three months ended September 30, 2018. We acquiredresulting from our acquisition of 6605 Eleanor Avenue ~~and~~(June 2018), 1034 Seward Street ~~in June 2018, which caused the increase in revenues~~(June 2018) and ~~expenses.~~6660 Santa Monica (October 2018) properties.

Other Expenses (Income)

Interest Expense

The following table represents a reconciliation from the gross interest expense ~~decreased $2.3~~to the amount on the interest expense line item in the Consolidated Statements of Operations:


	Three Months Ended March 31,
	2019		2018		Dollar Change		Percent Change
Gross interest expense	$	27,465	$	22,431	$	5,034	22.4	%
Capitalized interest	(4,706)		(3,586)		(1,120)		31.2
Amortization of deferred financing costs/loan discounts	1,591		1,658		(67)		(4.0)
TOTAL	$	24,350	$	20,503	$	3,847	18.8	%

Gross interest expense increased by $5.0 million, or ~~10.4%~~22.4%, to ~~$20.1~~$27.5 million for the ~~three months~~quarter ended ~~September 30, 2018~~March 31, 2019 compared to ~~$22.5~~$22.4 million for the ~~three months~~quarter ended ~~September 30, 2017. We had total~~March 31, 2018. The increase is primarily driven by assumed debt ~~of $2.49 billion at September 30, 2018 compared to total debt of $2.66 billion at September 30, 2017. The decrease was primarily attributable to lower debt outstanding due to debt relief~~ associated with ~~the sale of our Pinnacle I~~One Westside and ~~Pinnacle II~~10850 Pico (August 2018) properties ~~(November 2017)~~ and ~~repayment of~~joint venture partner debt ~~relating~~related to our ~~Rincon Center~~Ferry Building (October 2018) property ~~(February 2018), a public offering of $400.0 million~~and our 4.65% registered senior notes (February 2019) at higher interest ~~rates~~rate than debt ~~paid down~~repaid with the ~~net proceeds from the offering (October 2017) and an amended and restated credit agreement (March 2018) which resulted in reduced interest rates. Additionally, capitalized~~proceeds.

Capitalized interest increased $1.1 million, or 31.2%, to $4.7 million for the quarter ended March 31, 2019 compared to $3.6 million for the quarter ended March 31, 2018. The increase was primarily ~~due to the Campus Center~~driven by our One Westside redevelopment property and ~~Maxwell redevelopment~~our EPIC and Harlow development properties, ~~and EPIC development property,~~ partially offset by recently completed redevelopment and development properties. ~~The increases were partially offset by assumed in-substance defeased debt (August 2018).~~

Other income decreased $1.4 million, or 98.2%, to $25 thousand for the three months ended September 30, 2018 compared to $1.4 million for the three months ended September 30, 2017. The decrease is primarily due to the repayment

Gains on Sale of ~~notes receivable in July 2018 relating to a joint venture to co-originate a loan secured by land in Santa Clara, California.~~Real Estate

We generated no gains on sale of real estate for three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~$3.7~~$37.7 million during the three months ended ~~September 30,~~March 31, 2018, which resulted from the sale of our ~~Peninsula Office Park property in July 2018.~~Embarcadero Place (January 2018), 2600 Campus Drive (January 2018) and 2180 Sand Hill (March 2018) properties.

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General and Administrative Expenses

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 ~~$1.3~~$2.5 million, or ~~9.7%~~16.3%, to ~~$14.3~~$18.1 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$13.0~~$15.6 million for the three months ended ~~September 30, 2017.~~March 31, 2018. The change was primarily attributable to ~~an increase in office expenses,~~ adoption of the ~~2018~~2019 Hudson Pacific Properties, Inc. Outperformance Program and an increase in staffing to meet operational needs. Additionally, we adopted ASC 842 on January 1, 2019, which resulted in more payroll being expensed rather than capitalized to deferred leasing costs.

Depreciation and Amortization Expense

Depreciation and amortization expense ~~decreased $8.9~~increased $8.0 million, or ~~12.6%~~13.1%, to ~~$62.2~~$68.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$71.2~~$60.6 million for the three months ended ~~September 30, 2017.~~March 31, 2018. The ~~decrease~~increase was primarily related to our acquisition of the ~~sale of our Pinnacle I and Pinnacle II (November 2017), Embarcadero Place (January 2018), 2600 Campus Drive (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April~~Ferry Building (October 2018) and ~~Peninsula Office Park (July 2018)~~recently completed redevelopment properties. The ~~remaining decrease is associated with our Campus Center property, which was taken off-line for redevelopment. The decrease~~increase was partially offset by ~~recently completed development properties.~~

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~~Comparison of the nine months endedSeptember 30, 2018 to the nine months endedSeptember 30, 2017~~

~~NOI~~

Management evaluates NOI by evaluating the performance of the following property groups as evidenced by the comparison of the nine months ended September 30, 2018 to the nine months ended September 30, 2017 results of operations:

• Same-store properties, which includes all of the properties owned and included in our stabilized portfolio as of January 1, 2017 and still owned and included in the stabilized portfolio as of September 30, 2018;

• Non-same-store properties, held for sale properties, development projects, redevelopment properties and lease-up properties as of September 30, 2018 and other properties not owned or not in operation from January 1, 2017 through September 30, 2018.

~~The following table reconciles net income to NOI:~~

Nine Months Ended September 30, Dollar Change Percent Change
2018 2017
Net income $ 92,524 $ 45,617 $ 46,907 102.8 %
Adjustments:
Interest expense 59,965 66,086 (6,121) (9.3)
Interest income (493) (90) (403) 447.8
Unrealized gain on non-real estate investment (928) — (928) (100.0)
Unrealized loss on ineffective portion of derivatives — 82 (82) (100.0)
Transaction-related expenses 283 598 (315) (52.7)
Other income (748) (2,656) 1,908 (71.8)
Gains on sale of real estate (43,337) (16,866) (26,471) 156.9
Operating income 107,266 92,771 14,495 15.6
Adjustments:
General and administrative 46,047 41,329 4,718 11.4
Depreciation and amortization 183,483 217,340 (33,857) (15.6)
NOI $ 336,796 $ 351,440 $ (14,644) (4.2) %
Same-store NOI $ 219,775 $ 213,921 $ 5,854 2.7 %
Non-same-store NOI 117,021 137,519 (20,498) (14.9)
NOI $ 336,796 $ 351,440 $ (14,644) (4.2) %

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

Nine Months Ended September 30,
2018 2017
Same-store office
Number of properties 29 29
Rentable square feet 7,308,513 7,308,513
Ending % leased 94.3 % 96.0 %
Ending % occupied 92.8 % 92.6 %
Average % occupied for the period 92.5 % 94.1 %
Average annual rental rate per square foot $ 46.10 $ 42.78
Same-store studio
Number of properties 2 2
Rentable square feet 873,002 873,002
Average % occupied for the period(1) 90.9 % 90.6 %

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~~_____________~~

~~1. Percent occupied for same-store studio is the average percent occupied for the 12 months ended September 30, 2018.~~

~~The following table gives further detail on our NOI:~~

Nine Months Ended September 30,
2018 2017
Same-Store Non-Same-Store Total Same-Store Non-Same-Store Total
REVENUES
Office
Rental $ 239,152 $ 150,625 $ 389,777 $ 230,602 $ 175,673 $ 406,275
Tenant recoveries 48,871 18,608 67,479 45,985 21,436 67,421
Parking and other 11,247 8,025 19,272 9,837 12,309 22,146
Total office revenues 299,270 177,258 476,528 286,424 209,418 495,842
Studio
Rental 23,287 9,535 32,822 22,014 4,788 26,802
Tenant recoveries 869 284 1,153 795 132 927
Other property-related revenue 11,771 6,953 18,724 12,143 2,821 14,964
Other 757 1 758 261 10 271
Total studio revenues 36,684 16,773 53,457 35,213 7,751 42,964
Total revenues 335,954 194,031 529,985 321,637 217,169 538,806
OPERATING EXPENSES
Office operating expenses 97,630 66,845 164,475 88,196 74,328 162,524
Studio operating expenses 18,549 10,165 28,714 19,520 5,322 24,842
Total operating expenses 116,179 77,010 193,189 107,716 79,650 187,366
Office NOI 201,640 110,413 312,053 198,228 135,090 333,318
Studio NOI 18,135 6,608 24,743 15,693 2,429 18,122
NOI $ 219,775 $ 117,021 $ 336,796 $ 213,921 $ 137,519 $ 351,440

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~~The following table gives further detail on our change to NOI:~~

Nine Months Ended September 30, 2018 as compared to Nine Months Ended September 30, 2017
Same-Store Non-Same-Store Total
Dollar Change Percent Change Dollar Change Percent Change Dollar Change Percent Change
REVENUES
Office
Rental $ 8,550 3.7 % $ (25,048) (14.3) % $ (16,498) (4.1) %
Tenant recoveries 2,886 6.3 (2,828) (13.2) 58 0.1
Parking and other 1,410 14.3 (4,284) (34.8) (2,874) (13.0)
Total office revenues 12,846 4.5 (32,160) (15.4) (19,314) (3.9)
Studio
Rental 1,273 5.8 4,747 99.1 6,020 22.5
Tenant recoveries 74 9.3 152 115.2 226 24.4
Other property-related revenue (372) (3.1) 4,132 146.5 3,760 25.1
Other 496 190.0 (9) (90.0) 487 179.7
Total studio revenues 1,471 4.2 9,022 116.4 10,493 24.4
Total revenues 14,317 4.5 (23,138) (10.7) (8,821) (1.6)
OPERATING EXPENSES
Office operating expenses 9,434 10.7 (7,483) (10.1) 1,951 1.2
Studio operating expenses (971) (5.0) 4,843 91.0 3,872 15.6
Total operating expenses 8,463 7.9 (2,640) (3.3) 5,823 3.1
Office NOI 3,412 1.7 (24,677) (18.3) (21,265) (6.4)
Studio NOI 2,442 15.6 4,179 172.0 6,621 36.5
NOI $ 5,854 2.7 % $ (20,498) (14.9) % $ (14,644) (4.2) %

~~NOI decreased $14.6 million, or 4.2%, for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017, primarily resulting from a:~~

• $3.4 million, or 1.7%, increase in NOI from our same-store office properties resulting primarily from an increase in rental revenues relating to leases signed at our Rincon Center (Google LLC), 875 Howard Street (Glu Mobile Inc. and Snap Inc.) and 901 Market (DoorDash) properties at a higher rate than expiring leases, partially offset by lease expirations at our Foothill Research Center (Robert Bosch GmbH) property. Tenant recoveries and office operating expenses increased primarily due to property tax adjustments recorded in 2017 for our Rincon Center property. Office operating expenses increased due to ground rent expense at our 3400 Hillview property. Parking and other revenues increased primarily due to lease termination fees related to our Concourse property.

• $24.7 million, or 18.3%, decrease in NOI from our non-same-store office properties resulting primarily from our Campus Center property, which was taken off-line for a redevelopment project after an early termination (Cisco Systems Inc.), and the sale of our ~~222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017),~~ Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties. The decrease was partially offset by the commencement of leases at our ICON (Netflix, Inc.), CUE (Netflix, Inc.), 450 Alaskan (Saltchuk), 604 Arizona (ZipRecruiter, Inc.) and Hill7 (WeWork Companies Inc.) properties and an increase in rental revenues relating to leases signed at our Palo Alto Square (Covington & Burling) property at a higher rate than expiring leases.

• $2.4 million, or 15.6%, increase in NOI from our same-store studio properties resulting primarily from an increase in rental revenues and a decrease in operating expenses. The increase was primarily a result of an increase in rental rates at our Sunset Gower Studios property and the decrease in operating expenses was due to a decrease in repairs and maintenance expense.Impairment Loss

~~Table~~We recorded $52.2 million of ~~Contents~~

• $4.2 million, or 172.0%, increase in NOI from our non-same-store studio properties resulting from the acquisition of Sunset Las Palmas Studios in May 2017 and 6605 Eleanor Avenue and 1034 Seward Street in June 2018.

~~Office NOI~~

~~Same-store~~

Same-store office rental revenues increased $8.6 million, or 3.7%, to $239.2 million for the nine months ended September 30, 2018 compared to $230.6 million for the nine months ended September 30, 2017. The increase was primarily due to leases signed at our Rincon Center (Google LLC), 875 Howard Street (Glu Mobile Inc. and Snap Inc.) and 901 Market (DoorDash) properties at a higher rate than expiring leases, partially offset by lease expirations at our Foothill Research Center (Robert Bosch GmbH) property.

Same-store office tenant recoveries increased $2.9 million, or 6.3%, to $48.9 million for nine months ended September 30, 2018 compared to $46.0 million for the nine months ended September 30, 2017. The increase was primarily due to property tax adjustments recorded in 2017 for our Rincon Center property.

Same-store office parking and other revenues increased $1.4 million, or 14.3%, to $11.2 million for the nine months ended September 30, 2018 compared to $9.8 million for the nine months ended September 30, 2017. The increase was primarily due to lease termination feesimpairment charges related ~~to our Concourse property.~~

Same-store office operating expenses increased $9.4 million, or 10.7%, to $97.6 million for the nine months ended September 30, 2018 compared to $88.2 million for the nine months ended September 30, 2017. The increase was primarily due to property tax adjustments recorded in 2017 for our Rincon Center property and increase in ground rent expense at our 3400 Hillview property.

~~Non-same-store~~

Non-same-store office rental revenues decreased by $25.0 million, or 14.3%, to $150.6 million for the nine months ended September 30, 2018 compared to $175.7 million for the nine months ended September 30, 2017. The decrease was primarily due to our Campus Center office property ~~which~~that was ~~taken off-line~~held for ~~a redevelopment project after an early termination (Cisco Systems Inc.), and~~sale as March 31, 2019. Our estimated fair value was based on the sale of our 222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017), Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties. The decrease was partially offset byprice. We did not recognize impairment losses during the commencement of leases at our ICON (Netflix, Inc.), CUE (Netflix, Inc.), 450 Alaskan (Saltchuk), Hill7 (WeWork Companies Inc.) and 604 Arizona (ZipRecruiter, Inc.) properties and an increase in rental revenues relating to leases signed at our Palo Alto Square (Covington & Burling) property at a higher rate than expiring leases.

~~Non-same-store office tenant recoveries decreased $2.8 million, or 13.2%, to $18.6 million for nine~~three months ended September 30, 2018 compared to $21.4 million for the nine months ended September 30, 2017. The decrease was primarily due to our Campus Center property, which was taken off-line for a redevelopment project, and the sale of our 222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017), Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties. The decrease was partially offset by the commencement of leases at our ICON (Netflix, Inc.), 450 Alaskan (Saltchuk) and Hill7 (WeWork Companies Inc.) properties.

Non-same-store office parking and other revenues decreased $4.3 million, or 34.8%, to $8.0 million for the nine months ended September 30, 2018 compared to $12.3 million for the nine months ended September 30, 2017. The decrease was primarily due to our Campus Center property, which was taken off-line for a redevelopment project after an early termination (Cisco Systems Inc.), and the sale of our 222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017) and 9300 Wilshire (April 2018) properties. The decrease was partially offset by the commencement of Netflix, Inc.’s leases at our ICON and CUE properties.

Non-same-store office operating expenses decreased by $7.5 million, or 10.1%, to $66.8 million for the nine months ended September 30, 2018 compared to $74.3 million for the nine months ended September 30, 2017. The decrease was

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primarily due to our Campus Center property, which was taken off-line for a redevelopment project, and the sale of our 222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017), Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) properties, partially offset by recently completed developments.

~~Studio NOI~~

~~Same-store~~

Same-store studio revenues increased by $1.5 million, or 4.2%, to $36.7 million for the nine months ended September 30, 2018 as compared to $35.2 million for the nine months ended September 30, 2017. The activity was primarily related to a $1.3 million increase in rental revenue to $23.3 million for the nine months ended September 30, 2018 as compared to $22.0 million for the nine months ended September 30, 2017 as a result of higher rental rates at our Sunset Gower Studios property. Tenant recoveries of $0.9 million for the nine months ended September 30, 2017 remained relatively flat as compared to $0.8 million for the nine months ended September 30, 2017. Other property-related revenues of $11.8 million for the nine months ended September 30, 2018 remained relatively flat as compared to $12.1 million for the nine months ended September 30, 2017.

Same-store studio operating expenses decreased by $1.0 million, 5.0%, to $18.5 million for the nine months ended September 30, 2018 compared to $19.5 million for the nine months ended September 30, 2017. The decrease was primarily due to a decrease in repairs and maintenance expense.

~~Non-same-store~~

~~Non-same-store studio revenues were $16.8 million for the nine months ended September 30,~~March 31, 2018. Non-same-store studio operating expenses were $10.2 million for the nine months ended September 30, 2018. We acquired Sunset Las Palmas Studios in May 2017 and 6605 Eleanor Avenue and 1034 Seward Street in June 2018, which caused the increase in revenues and expenses.

~~Other Expenses (Income)~~

Interest expense decreased $6.1 million, or 9.3%, to $60.0 million for the nine months ended September 30, 2018 compared to $66.1 million for the nine months ended September 30, 2017. We had total debt of $2.49 billion at September 30, 2018 compared to total debt of $2.66 billion at September 30, 2017. The decrease was primarily attributable to lower debt outstanding due to debt relief associated with the sale of our Pinnacle I and Pinnacle II properties (November 2017) and repayment of debt relating to our Rincon Center property (February 2018), a public offering of $400.0 million registered senior notes at higher interest rates than debt paid down with the net proceeds from the offering (October 2017) and an amended and restated credit agreement (March 2018) which resulted in reduced interest rates. Additionally, capitalized interest increased primarily due to the Campus Center and Maxwell redevelopment properties and EPIC development property, partially offset by recently completed development properties. The increases were partially offset by assumed in-substance defeased debt (August 2018).

Other income decreased $1.9 million, or 71.8%, to $748 thousand for the nine months ended September 30, 2018 compared to $2.7 million for the nine months ended September 30, 2017. The decrease is primarily due to the repayment of notes receivable in July 2018 relating to a joint venture to co-originate a loan secured by land in Santa Clara, California.

We recognized $43.3 million gains on sale of real estate for the nine months ended September 30, 2018 compared to $16.9 million for the nine months ended September 30, 2017. We completed the sale of 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 in 2018 and completed the sale of our 222 Kearny (February 2017) and 3402 Pico (March 2017) properties in 2017.

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2017. The change was primarily attributable to the adoption of the 2018 Hudson Pacific Properties, Inc. Outperformance Program, an increase in staffing to meet operational needs and an increase in travel and entertainment and shareholder relations costs driven by our 2018 investor day event.

Depreciation and amortization expense decreased $33.9 million, or 15.6%, to $183.5 million for the nine months ended September 30, 2018 compared to $217.3 million for the nine months ended September 30, 2017. The decrease was primarily related to the sale of our 222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017), 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. The remaining decrease is associated with our Campus Center property, which was taken off-line for redevelopment. The decrease was partially offset by increases in depreciation associated with the acquisition of Sunset Las Palmas Studios in May 2017 and recently completed development properties.

Liquidity and Capital Resources

We have remained capitalized since our initial public offering through public offerings, private placements and continuous offerings under our ~~at-the-market (“ATM”)~~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:

•Cash on hand, cash reserves and net cash provided by operations;

•Proceeds from additional equity securities;

•Our ATM program;

•Borrowings under the operating partnership’s unsecured revolving credit facility and Sunset Bronson Studios/ICON/CUE revolving credit facility; and

•Proceeds from additional secured, unsecured debt financings ~~construction loans~~ or offerings.

Liquidity Sources

We had ~~$52.5~~$52.4 million of cash and cash equivalents at ~~September 30, 2018.~~March 31, 2019. 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 ~~September 30, 2018.~~March 31, 2019. 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.

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As of ~~September 30, 2018,~~March 31, 2019, we had total borrowing capacity of $600.0 million under our unsecured revolving credit facility, ~~$110.0~~$220.0 million of which had been drawn. As of ~~September 30, 2018,~~March 31, 2019, we had total borrowing capacity ~~subject to lender required submissions,~~ of ~~$257.0~~$235.0 million ~~under our construction loan~~ secured by our Sunset ~~Gower Studios and Sunset~~ Bronson ~~Studios~~Studios/ICON/CUE properties, $5.0 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.

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The following table sets forth our ratio of debt to total market capitalization (counting series A preferred units as debt) as of ~~September 30, 2018.~~March 31, 2019.


	~~September 30, 2018~~March 31, 2019
~~Unsecured and secured debt~~Debt⁽¹⁾⁽¹⁾	$	~~2,350,519~~2,735,237
Series A preferred units	9,815
Common equity capitalization⁽²⁾	~~5,036,846~~5,406,531
TOTAL MARKET CAPITALIZATION	$			~~7,397,180~~8,151,583
Series A preferred units ~~and Debt/~~& debt/total market capitalization	~~31.9~~33.7		%

_____________

1. ~~Debt excludes~~Excludes in-substance defeased debt, joint venture partner debt and unamortized deferred financing costs and loan ~~discount.~~ discounts.

2.Common equity capitalization represents the shares of common stock (including unvested restricted shares), OP units outstanding, restricted performance units and dilutive shares multiplied by ~~$31.82, which is~~ the closing price of our stock, as reported by the NYSE, as of ~~September 30, 2018.~~March 31, 2019.

Outstanding Indebtedness

The following table sets forth information as of March 31, 2019 and December 31, 2018 with respect to our outstanding ~~indebtedness:~~

September 30, 2018 December 31, 2017
Interest Rate⁽¹⁾
Contractual Maturity Date
UNSECURED AND SECURED DEBT
Unsecured debt
Unsecured revolving credit facility⁽²⁾⁽³⁾
$ 110,000 $ 100,000 LIBOR + 1.05% to 1.50% 3/13/2022
⁽⁴⁾
Term loan A⁽²⁾⁽⁵⁾
300,000 300,000 LIBOR + 1.20% to 1.70% 4/1/2020
⁽⁶⁾
Term loan C⁽²⁾
75,000 75,000 LIBOR + 1.30% to 2.20% 11/17/2020
Term loan B⁽²⁾⁽⁷⁾
350,000 350,000 LIBOR + 1.20% to 1.70% 4/1/2022
Term loan D⁽²⁾⁽⁸⁾
125,000 125,000 LIBOR + 1.20% to 1.70% 11/17/2022
Series A notes 110,000 110,000 4.34% 1/2/2023
Series E notes 50,000 50,000 3.66% 9/15/2023
Series B notes 259,000 259,000 4.69% 12/16/2025
Series D notes 150,000 150,000 3.98% 7/6/2026
Registered senior notes 400,000 400,000 3.95% 11/1/2027
Series C notes 56,000 56,000 4.79% 12/16/2027
Total unsecured debt 1,985,000 1,975,000
Secured debt
Sunset Gower Studios/Sunset Bronson Studios⁽⁹⁾
5,001 5,001 LIBOR + 2.25% 3/4/2019
⁽⁴⁾
Met Park North⁽¹⁰⁾
64,500 64,500 LIBOR + 1.55% 8/1/2020
10950 Washington⁽¹¹⁾
27,018 27,418 5.32% 3/11/2022
Element LA 168,000 168,000 4.59% 11/6/2025
Hill7⁽¹²⁾
101,000 101,000 3.38% 11/6/2028
Rincon Center — 98,392 5.13% N/A
Total secured debt 365,519 464,311
Total unsecured and secured debt 2,350,519 2,439,311
Unamortized deferred financing costs and loan discounts⁽¹³⁾
(17,724) (17,931)
TOTAL UNSECURED AND SECURED DEBT, NET $ 2,332,795 $ 2,421,380
IN-SUBSTANCE DEFEASED DEBT⁽¹⁴⁾
$ 139,003 $ — 4.47% 10/1/2022

~~_________________~~

~~1. Interest rate with respect to~~ indebtedness is calculated on the basis of a 360-day year for the actual days elapsed. Interest rates are as of September 30, 2018, which may be different than the interest rates as of December 31, 2017 for corresponding indebtedness.

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2. We have an option to make an irrevocable election to change the interest rate depending on our credit rating or a specified base rate plus an applicable margin. As of September 30, 2018, no such election had been made.

~~3. We have a total capacity of $600.0 million under our unsecured revolving credit facility.~~

~~4. The maturity date may be extended once for an additional one-year term.~~

5. The interest rate on the outstanding balance of the term loan was effectively fixed at 2.56% to 3.06% per annum through the use of two interest rate swaps. See Part I, Item 1 “Note 8 to our Consolidated Financial Statements—Derivatives” for details.

~~6. The maturity date may be extended twice, each time for an additional one-year term.~~

7. The interest rate on the outstanding balance of the term loan was effectively fixed at 2.96% to 3.46% per annum through the use of two interest rate swaps. See Part I, Item 1 “Note 8 to our Consolidated Financial Statements—Derivatives” for details.

8. The interest rate on the outstanding balance of the term loan was effectively fixed at 2.63% to 3.13% per annum through the use of an interest rate swap. See Part I, Item 1 “Note 8 to our Consolidated Financial Statements—Derivatives” for details.

~~9. On October 2, 2017, we completed an underwritten public offering of $400.0 million of senior notes, which were issued at 99.815% of par.~~

~~10. We have the ability to draw up to $257.0 million under our construction loan, subject to lender required submissions. This loan is also secured by our ICON and CUE properties.~~

11. This loan bears interest only. The interest rate on the full loan amount was effectively fixed at 3.71% per annum through the use of an interest rate swap. See Part I, Item 1 “Note 8 to our Consolidated Financial Statements—Derivatives” for details.

~~12. Monthly debt service includes annual debt amortization payments based on a 30-year amortization schedule with a balloon payment at maturity.~~

13. We own 55% of the ownership interest in the consolidated joint venture that owns the Hill7 property. The full amount of the loan is shown. This loan bears interest only at 3.38% until November 6, 2026, at which time the interest rate will increase and monthly debt service will include principal payments with a balloon payment at maturity.

14. On August 31, 2018, we assumed the debt held by a trust subsidiary of our consolidated joint venture that owns the One Westside and 10850 Pico properties. While we own 75% of the ownership interest in the joint venture, the full amount of the loan is shown. The joint venture has, in-substance, defeased the debt by purchasing U.S. Government securities, which are intended to generate cash flows to fund loan obligations through the early prepayment date of the debt. Monthly debt service includes annual debt amortization payments based on a 10-year amortization schedule with a balloon payment at maturity.

~~15. Excludes~~(excluding unamortized deferred financing costs ~~related to establishing our unsecured revolving credit facility.~~and loan discounts):


	March 31, 2019		December 31, 2018
Unsecured debt	$	2,370,000	$	2,275,000
Secured debt	$	365,237	$	365,381
In-substance defeased debt	$	137,417	$	138,223
Joint venture partner debt	$	66,136	$	66,136

The operating partnership was in compliance with its financial covenants as of ~~September 30, 2018.~~March 31, 2019.

Liquidity Uses

Contractual Obligations

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, there were no material changes outside the ordinary course of business in the information regarding specified contractual obligations contained in our ~~2017~~2018 Annual Report on Form 10-K. See Part I, Item 1 “Note 7 to our Consolidated Financial Statements—Debt,” for information regarding our minimum future principal payments due on our outstanding debt. See Part I, Item 1 “Note 1011 to our Consolidated Financial Statements—Future Minimum Rents and Lease Payments” for information regarding our future minimum ground lease payments.

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Cash Flows

A comparison of our cash flow activity is as follows:

Nine Months Ended September 30,
2018 2017 Dollar Change Percent Change
Net cash provided by operating activities $ 197,880 $ 239,604 $ (41,724) (17.4) %
Net cash used in investing activities $ (57,254) $ (384,479) $ 327,225 85.1 %
Net cash (used in) provided by financing activities $ (178,668) $ 150,190 $ (328,858) (219.0) %


	Three Months Ended March 31,
	2019		2018		Dollar Change		Percent Change
Net cash provided by operating activities	$	89,446	$	64,447	$	24,999	38.8	%
Net cash (used in) provided by investing activities	$	(128,267)	$	133,492	$	(261,759)	(196.1)	%
Net cash provided by (used in) financing activities	$	36,701	$	(224,239)	$	260,940	(116.4)	%

Cash and cash equivalents and restricted cash were ~~$63.2~~$66.1 million and ~~$101.3~~$68.2 million at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Operating Activities

Net cash provided by operating activities ~~decreased~~increased by ~~$41.7~~$25.0 million, or ~~17.4%~~38.8%, to ~~$197.9~~$89.4 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$239.6~~$64.4 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The change resulted primarily from ~~a decrease~~an increase in cash ~~NOI, as defined,~~rents from our office and studio properties ~~driven~~related to our 10850 Pico and Ferry Building acquisitions in 2019 and lease-up related to our CUE (Netflix, Inc.) and 450 Alaskan (Nestle USA, Inc. and Regus) properties, partially offset by higher general and administrative expenses, interest expense and lower cash rents due to the sale of our ~~222 Kearny (February 2017), Pinnacle I and Pinnacle II (November 2017),~~ Embarcadero Place (January 2018), 2180 Sand Hill (March 2018), 9300 Wilshire (April 2018) and Peninsula Office Park (July 2018) ~~properties and redevelopment at our~~

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Campus Center property. The decrease was partially offset by higher cash NOI related to the commencement of Netflix, Inc.’s lease at our ICON and CUE properties, our 450 Alaskan (Saltchuk) development project and Sunset Las Palmas Studios.properties.

Investing Activities

Net cash used in investing activities ~~decreased~~increased by ~~$327.2~~$261.8 million, or ~~85.1%~~196.1%, to ~~$57.3~~$128.3 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to net cash ~~used in~~provided by investing activities of ~~$384.5~~$133.5 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The ~~decrease~~increase resulted primarily from ~~an increase in proceeds from~~no sales of real estate properties ~~and reduction~~ in 2019 compared to $237.0 million of proceeds from sales in 2018. In addition, cash used ~~to acquire~~for deposits for future real estate ~~partially~~acquisitions increased in 2019. The increase was offset by ~~payments for U.S. Government securities, an increase in~~lower cash used for additions to investment in real ~~estate and an increase in cash used for deposits for future real estate acquisitions.~~estate.

Financing Activities

Net cash provided by financing activities increased by $260.9 million, or 116.4%, to $36.7 million for the three months ended March 31, 2019 compared to net cash used in financing activities ~~increased by $328.9 million, or 219.0%, to $178.7~~of $224.2 million for the ~~nine~~three months ended ~~September 30, 2018 compared to net cash provided by financing activities of $150.2 million for the nine months ended September 30, 2017.~~March 31, 2018. The change resulted primarily from ~~a reduction~~an increase in proceeds from ~~sale of common stock and increase in paydowns of~~ debt, partially offset by ~~repurchases of common units in our operating partnership that occurred in 2017 and~~ increase in ~~proceeds from~~paydowns of debt.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our discussion and analysis of our historical financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements in conformity with GAAP requires us to make estimates of certain items and judgments as to certain future events, for example with respect to the assignment of the purchase price of an acquired property among land, buildings, improvements, equipment and any related intangible assets and liabilities, or the effect of a property tax reassessment of our properties. These determinations, even though inherently subjective and prone to change, affect the reported amounts of our assets, liabilities, revenues and expenses. While we believe that our estimates are based on reasonable assumptions and judgments at the time they are made, some of our assumptions, estimates and judgments will inevitably prove to be incorrect. As a result, actual outcomes will likely differ from our accruals and those differences—positive or negative—could be material. Some of our accruals are subject to adjustment, as we believe appropriate based on revised estimates and reconciliation to the actual results when available.

~~In addition,~~

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Effective January 1, 2019, we ~~identified certain~~adopted ASC 842 which resulted in changes to our critical accounting policy relating to lease accounting. Refer to Part I, Item 1 “Note 2 to our Consolidated Financial Statements—Summary of Significant Accounting Policies,” for information regarding our updated policies ~~that affect certain~~as a result of our more significant estimates and assumptions used in preparing our consolidated financial statements in our 2017 Annual Report on Form 10-K. We have not made any material changes to these policies during the ~~periods covered by this Report.~~adoption of ASC 842.

Non-GAAP Supplemental Financial Measure: Funds From Operations

We calculate FFO in accordance with the White Paper issued in December 2018 on FFO approved by the Board of Governors of the National Association of Real Estate Investment ~~Trusts.~~Trusts (“NAREIT”). The White Paper defines FFO as net income or loss calculated in accordance with GAAP, excluding ~~extraordinary items, as defined by GAAP,~~ 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 the fourth quarter of 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

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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 (loss) income to FFO:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2018		2017		2018		2017			2019		2018
Net income		$	20,270	$	14,510	$	92,524	$	45,617
Net (loss) income										Net (loss) income	$	(36,895)	$	52,563
Adjustments:	Adjustments:									Adjustments:
Depreciation and amortization of real estate assets		61,727		70,555		182,013		215,788
Depreciation and amortization										Depreciation and amortization	68,505		60,553
Corporate-related depreciation and amortization										Corporate-related depreciation and amortization	(523)		(484)
Gains on sale of real estate	Gains on sale of real estate	(3,735)		—		(43,337)		(16,866)		Gains on sale of real estate	—		(37,674)
Impairment loss										Impairment loss	52,201		—
FFO attributable to non-controlling interests	FFO attributable to non-controlling interests	(5,019)		(6,609)		(15,666)		(18,561)		FFO attributable to non-controlling interests	(6,738)		(5,331)
Net income attributable to preferred units		(153)		(159)		(465)		(477)
FFO attributable to preferred units										FFO attributable to preferred units	(153)		(159)
FFO TO COMMON STOCKHOLDERS AND UNITHOLDERS	FFO TO COMMON STOCKHOLDERS AND UNITHOLDERS	$	73,090	$	78,297	$	215,069	$	225,501	FFO TO COMMON STOCKHOLDERS AND UNITHOLDERS	$	76,397	$	69,468

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information about our market risk is disclosed in Part II, Item 7A, of our ~~2017~~2018 Annual Report on Form 10-K and is incorporated herein by reference. There have been no material changes for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 to the information provided in Part II, Item 7A, of our ~~2017~~2018 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures (Hudson Pacific Properties, Inc.)

Hudson Pacific Properties, Inc. maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Hudson Pacific Properties, Inc.’s reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, Hudson Pacific Properties, Inc. carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded, as of that time, that Hudson Pacific Properties, Inc.’s disclosure controls and procedures were effective in providing a reasonable level of assurance that information Hudson Pacific Properties, Inc. is required to disclose in reports that Hudson Pacific Properties, Inc. files under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Disclosure Controls and Procedures (Hudson Pacific Properties, L.P.)

Hudson Pacific Properties, L.P. maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Hudson Pacific Properties, L.P.’s reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of Hudson Pacific Properties, Inc. (the sole general partner of Hudson Pacific Properties, L.P.), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, Hudson Pacific Properties, L.P. carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of Hudson Pacific Properties, Inc. (the sole general partner of Hudson Pacific Properties, L.P.), of the effectiveness of the design and operation of the disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of Hudson Pacific Properties, Inc. (the sole general partner of Hudson Pacific Properties, L.P.) concluded, as of that time, that Hudson Pacific Properties, L.P.’s disclosure controls and procedures were effective in providing a reasonable level of assurance that information Hudson Pacific Properties, L.P. is required to disclose in reports that Hudson Pacific Properties, L.P. files under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial

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Officer of Hudson Pacific Properties, Inc. (the sole general partner of Hudson Pacific Properties, L.P.), as appropriate, to allow for timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting (Hudson Pacific Properties, Inc.)

There have been no changes that occurred during the ~~third~~first quarter of the year covered by this report in Hudson Pacific Properties, Inc.’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting (Hudson Pacific Properties, L.P.)

There have been no changes that occurred during the ~~third~~first quarter of the year covered by this report in Hudson Pacific Properties, L.P.’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors included in the section entitled “Risk Factors” in our ~~2017~~2018 Annual Report on Form 10-K. Please review the Risk Factors set forth in our ~~2017~~2018 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Recent Sales of Unregistered Securities:

During the ~~third~~first quarter of ~~2018,~~2019, 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:

During the ~~third~~first quarter of ~~2018,~~2019, the Company issued an aggregate of ~~1,392~~128,923 shares of its common stock ~~to certain of its non-employee directors as compensation~~ in ~~lieu of~~connection with restricted stock awards for no cash consideration, out of which no126,880 shares of common stock were forfeited to the Company in connection with ~~tax withholding obligations~~restricted stock awards for a net issuance of ~~1,392~~2,043 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 our operating partnership’s partnership agreement. During the ~~third~~first quarter of ~~2018,~~2019, our operating partnership issued an aggregate of ~~1,392~~128,923 common units to the Company. Additionally, during the first quarter of 2019 our operating partnership issued 169,804 operating partnership performance units pursuant to the 2016 OPP Plan.

All other issuances of unregistered equity securities of our operating partnership during the ~~third~~first quarter of ~~2018~~2019 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 over ~~$6.74~~$7.37 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.

(b) Use of Proceeds from Registered Securities: None

During the three months ended March 31, 2019, 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.

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The following table summarizes all of the repurchases of the Company equity securities during the first quarter of 2019:


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	Maximum Number (or Dollar Value) That May Yet Be Purchased Under The Plans or Programs⁽²⁾
January 1 - January 31, 2019	98,620	$	27.95	N/A	N/A
February 1 - February 28, 2019	—	—		N/A	N/A
March 1 - March 31, 2019	28,260	28.33		N/A	N/A
TOTAL	126,880	$	28.04	—	$	200,000,000

_____________

1.~~None~~The price paid per share is based on the closing price of our common stock, as reported by the NYSE, as of the date of the determination of the statutory federal tax income.

The following table summarizes all of the repurchases of operating partnership equity securities during the first quarter of 2019:


Period	Total Number of Units Purchased	Average Price Paid Per Unit⁽¹⁾		Total Number of Units Purchased As Part of Publicly Announced Plans or Programs	Maximum Number (or Dollar Value) That May Yet Be Purchased Under The Plans or Programs⁽²⁾
January 1 - January 31, 2019	98,620	$	27.95	N/A	N/A
February 1 - February 28, 2019	—	—		N/A	N/A
March 1 - March 31, 2019	28,260	28.33		N/A	N/A
TOTAL	126,880	$	28.04	—	$	200,000,000

_____________

1.The price paid per unit is based on the closing price of our common stock, as reported by the NYSE, as of the date of the determination of the statutory federal tax income.

2.On January 20, 2016, our board of directors authorized a share repurchase program to buy up to $100.0 million of the outstanding common stock of Hudson Pacific Properties, Inc., which our board of directors increased to a total of $250.0 million on March 8, 2018. The program does not have a termination date, and repurchases may be discontinued at any time. For each share of common stock repurchased pursuant to the program, the operating partnership redeems one common unit from Hudson Pacific Properties, Inc.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


			Incorporated by Reference										Incorporated by Reference
Exhibit No.	Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Exhibit No.	Description	Form	File No.		Exhibit No.	Filing Date
3.1	3.1	Articles of Amendment and Restatement of Hudson Pacific Properties, Inc.	S-11/A	333-164916	3.1	May 12, 2010	3.1	Articles of Amendment and Restatement of Hudson Pacific Properties, Inc.	S-11/A	333-164916		3.1	May 12, 2010
3.2	3.2	Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc.	8-K	001-34789	3.1	January 12, 2015	3.2	Second Amended and Restated Bylaws of Hudson Pacific Properties, Inc.	8-K	001-34789		3.1	January 12, 2015
3.3	3.3	Fourth Amended and Restated Agreement of Limited Partnership of Hudson Pacific Properties, L.P.	10-K	001-34789	10.1	February 26, 2016	3.3	Fourth Amended and Restated Agreement of Limited Partnership of Hudson Pacific Properties, L.P.	10-K	001-34789		10.1	February 26, 2016
3.4	3.4	Certificate of Limited Partnership of Hudson Pacific Properties, L.P.	10-Q	001-34789	3.4	November 4, 2016	3.4	Certificate of Limited Partnership of Hudson Pacific Properties, L.P.	10-Q	001-34789		3.4	November 4, 2016
10.1							10.1	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.	8-K	001-34789	4	4.2	February 27, 2019
10.2							10.2	Indemnification Agreement, dated March 14, 2019, by and between Hudson Pacific Properties, Inc. and Christy Haubegger*
31.1	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.					31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.
31.2	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.					31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.
31.3	31.3	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, L.P.					31.3	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, L.P.
31.4	31.4	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Hudson Pacific Properties, L.P.					31.4	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Hudson Pacific Properties, L.P.
32.1	32.1	Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.					32.1	Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, Inc.
32.2	32.2	Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, L.P.					32.2	Certifications by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hudson Pacific Properties, L.P.
101	101	The following financial information from Hudson Pacific Properties, Inc.’s and Hudson Pacific Properties, L.P.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Capital (unaudited), (vi) Consolidated Statements of Cash Flows (unaudited) and (vii) Notes to Unaudited Consolidated Financial Statements**					101	The following financial information from Hudson Pacific Properties, Inc.’s and Hudson Pacific Properties, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive (Loss) Income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Capital (unaudited), (vi) Consolidated Statements of Cash Flows (unaudited) and (vii) Notes to Unaudited Consolidated Financial Statements**

____________

Denotes a management contract or compensatory plan or arrangement.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		HUDSON PACIFIC PROPERTIES, INC.

Date:	~~November 2, 2018~~May 6, 2019	/S/ VICTOR J. COLEMAN
		Victor J. Coleman Chief Executive Officer (Principal Executive Officer)


		HUDSON PACIFIC PROPERTIES, INC.

Date:	~~November 2, 2018~~May 6, 2019	/S/ MARK T. LAMMAS
		Mark T. Lammas Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		HUDSON PACIFIC PROPERTIES, L.P.

Date:	~~November 2, 2018~~May 6, 2019	/S/ VICTOR J. COLEMAN
		Victor J. Coleman Chief Executive Officer (Principal Executive Officer)


		HUDSON PACIFIC PROPERTIES, L.P.

Date:	~~November 2, 2018~~May 6, 2019	/S/ MARK T. LAMMAS
		Mark T. Lammas Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer)

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	6605 Eleanor Avenue		1034 Seward Street		One Westside and 10850 Pico		Total
Total consideration
Cash consideration for real estate investments	$	18,071	$	12,095	$	40,986	$	71,152
Cash consideration for U.S. Government securities	—		—		149,176		149,176
Debt assumed	—		—		139,003		139,003
Redeemable non-controlling interest in consolidated real estate entity	—		—		12,749		12,749
TOTAL CONSIDERATION	$	18,071	$	12,095	$	341,914	$	372,080

Allocation of consideration
Investment in real estate	$	18,071	$	12,095	$	196,444	$	226,610
U.S. Government securities	—		—		149,176		149,176
Deferred leasing costs and in-place lease intangibles⁽¹⁾	—		—		826		826
Above-market leases⁽²⁾	—		—		605		605
Below-market leases⁽³⁾	—		—		(5,137)		(5,137)
TOTAL	$	18,071	$	12,095	$	341,914	$	372,080


Property	Date of Disposal	Approximate Square Feet	Sales Price⁽¹⁾ (in millions)
Embarcadero Place	1/25/2018	197,402	$	136.0
2600 Campus Drive (building 6 of Peninsula Office Park)	1/31/2018	63,050	22.5
2180 Sand Hill	3/1/2018	45,613	82.5
9300 Wilshire	4/10/2018	61,422	13.8
Peninsula Office Park	7/27/2018	447,739	210.0
TOTAL DISPOSITIONS		815,226	$	464.8


	September 30, 2018		December 31, 2017
Straight-line rent receivables	$	131,713	$	106,466
Allowance for doubtful accounts	—		—
STRAIGHT-LINE RENT RECEIVABLES, NET⁽¹⁾	$	131,713	$	106,466


Properties	Acquisition Date	Acquisition/Estimated Rentable Square Feet	Consideration Paid (in thousands)
Acquired properties:
875 Howard	2/15/2007	286,270	$	—
Sunset Gower Studios	8/17/2007	543,709	—
6040 Sunset⁽¹⁾	8/17/2007	114,958	—
Sunset Bronson Studios	1/30/2008	313,723	—
Del Amo	8/13/2010	113,000	27,327
1455 Market⁽²⁾	12/16/2010	1,012,012	92,365
Rincon Center	12/16/2010	580,850	184,571
10950 Washington	12/22/2010	158,873	46,409
604 Arizona	7/26/2011	44,260	21,373
275 Brannan	8/19/2011	51,710	12,370
625 Second	9/1/2011	136,906	57,119
6922 Hollywood	11/22/2011	205,523	92,802
6050 Sunset & 1445 Beachwood	12/16/2011	20,761	6,502
10900 Washington	4/5/2012	9,919	2,605
901 Market	6/1/2012	212,319	90,871
Element LA (includes 1861 Bundy)	9/5/2012 & 9/23/2013	277,919	99,936
1455 Gordon	9/21/2012	6,000	2,385
3401 Exposition	5/22/2013	63,376	25,722
Seattle Portfolio (83 King, 505 First, Met Park North and Northview Center)	7/31/2013	845,200	368,389
411 First (formerly known as Merrill Place)	2/12/2014	193,153	57,034
EOP Northern California Portfolio (see table on next page for property list)	4/1/2015	6,366,882	3,048,601
Fourth & Traction⁽³⁾	5/22/2015	120,937	49,250
Maxwell⁽⁴⁾	8/17/2015	83,285	40,000
11601 Wilshire⁽⁵⁾	7/1/2016 & 6/15/2017	500,475	357,953
Hill7⁽⁶⁾	10/7/2016	285,680	180,167
Page Mill Hill	12/12/2016	182,676	149,895
Sunset Las Palmas Studios (includes 6666 Santa Monica, 6605 Eleanor Avenue and 1034 Seward Street)	5/1/2017 & 6/29/2017 & 6/7/2018	414,646	237,866
One Westside and 10850 Pico (collectively, formerly known as Westside Pavilion)⁽⁷⁾	8/31/2018	571,939	341,914
Development properties⁽⁸⁾:
ICON⁽⁹⁾	N/A	325,757	N/A
450 Alaskan⁽¹⁰⁾	N/A	170,974	N/A
CUE⁽¹¹⁾	N/A	91,953	N/A
95 Jackson⁽¹²⁾	N/A	31,659	N/A
EPIC⁽¹³⁾	N/A	302,102	N/A
Harlow⁽¹⁴⁾	N/A	106,125	N/A
TOTAL⁽¹⁵⁾		14,745,531	$	5,593,426


Properties	Disposition Date	Approximate Square Feet	Sales Price⁽¹⁾ (in millions)
City Plaza	7/12/2013	333,922	$	56.0
Tierrasanta	7/16/2014	112,300	19.5
First Financial	3/6/2015	223,679	89.0
Bay Park Plaza	9/29/2015	260,183	90.0
Bayhill Office Center	1/14/2016	554,328	215.0
Patrick Henry Drive	4/7/2016	70,520	19.0
One Bay Plaza	6/1/2016	195,739	53.4
12655 Jefferson	11/4/2016	100,756	80.0
222 Kearny	2/14/2017	148,797	51.8
3402 Pico	3/21/2017	50,687	35.0
Pinnacle I and Pinnacle II⁽²⁾	11/16/2017	623,777	350.0
Embarcadero Place	1/25/2018	197,402	136.0
2600 Campus Drive (building 6 of Peninsula Office Park)	1/31/2018	63,050	22.5
2180 Sand Hill	3/1/2018	45,613	82.5
9300 Wilshire	4/10/2018	61,422	13.8
Peninsula Office Park	7/27/2018	447,739	210.0
TOTAL⁽³⁾⁽⁴⁾		3,489,914	$	1,523.5