Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 12, 2024
Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-34789
Entity Registrant Name	Hudson Pacific Properties, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-1430478
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	310
Local Phone Number	445-5700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		141,232,361
Entity Central Index Key	0001482512
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock, $0.01 par value
Entity Information
Title of each class	Common Stock, $0.01 par value
Trading Symbol(s)	HPP
Name of each exchange on which registered	NYSE
4.750% Series C Cumulative Redeemable Preferred Stock
Entity Information
Title of each class	4.750% Series C Cumulative Redeemable Preferred Stock
Trading Symbol(s)	HPP Pr C
Name of each exchange on which registered	NYSE
Hudson Pacific Partners L.P.
Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	333-202799-01
Entity Registrant Name	Hudson Pacific Properties, L.P.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	80-0579682
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	310
Local Phone Number	445-5700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001496264
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Investment in real estate, at cost	$ 8,318,085	$ 8,212,896
Accumulated depreciation and amortization	(1,769,128)	(1,728,437)
Investment in real estate, net	6,548,957	6,484,459
Non-real estate property, plant and equipment, net	122,958	118,783
Cash and cash equivalents	90,692	100,391
Restricted cash	23,243	18,765
Accounts receivable, net	14,985	24,609
Straight-line rent receivables, net	205,779	220,787
Deferred leasing costs and intangible assets, net	324,498	326,950
Operating lease right-of-use assets	359,266	376,306
Prepaid expenses and other assets, net	95,517	94,145
Investment in unconsolidated real estate entities	227,418	252,711
Goodwill	264,144	264,144
Assets associated with real estate held for sale	39,935	0
TOTAL ASSETS	8,317,392	8,282,050
Liabilities
Accounts payable, accrued liabilities and other	264,645	203,736
Operating lease liabilities	366,599	389,210
Intangible liabilities, net	23,550	27,751
Security deposits, prepaid rent and other	79,397	88,734
Liabilities associated with real estate held for sale	31,064	0
Total liabilities	4,971,093	4,720,881
Commitments and contingencies (note 20)
Redeemable preferred units of the operating partnership	9,815	9,815
Redeemable non-controlling interest in consolidated real estate entities	50,172	57,182
Hudson Pacific Properties, Inc. stockholders' equity:
Common stock, $0.01 par value, 481,600,000 authorized, 141,232,361 and 141,034,806 shares outstanding at September 30, 2024 and December 31, 2023, respectively	1,403	1,403
Additional paid-in capital	2,603,414	2,651,798
Accumulated other comprehensive loss	(2,344)	(187)
Total Hudson Pacific Properties, Inc. stockholders’ equity	3,027,473	3,078,014
Total equity	3,286,312	3,494,172
TOTAL LIABILITIES AND EQUITY	8,317,392	8,282,050
Non-controlling interest—members in consolidated real estate entities
Hudson Pacific Properties, Inc. stockholders' equity:
Non-controlling interest	166,477	335,439
Non-controlling interest—units in the operating partnership
Hudson Pacific Properties, Inc. stockholders' equity:
Non-controlling interest	92,362	80,719
4.750% Series C Cumulative Redeemable Preferred Stock
Hudson Pacific Properties, Inc. stockholders' equity:
4.750% Series C cumulative redeemable preferred stock, $0.01 par value, $25.00 per share liquidation preference, 18,400,000 authorized, 17,000,000 shares outstanding at September 30, 2024 and December 31, 2023	425,000	425,000
Unsecured and secured debt, net
Liabilities
Debt, net	4,139,702	3,945,314
Joint venture partner debt
Liabilities
Debt, net	$ 66,136	$ 66,136

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	481,600,000	481,600,000
Common stock, outstanding (in shares)	141,232,361	141,034,806
4.750% Series C Cumulative Redeemable Preferred Stock
Preferred stock, interest rate (as a percent)	4.75%	4.75%
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, liquidation preference (in dollars per share)	$ 25.00	$ 25.00
Preferred stock, authorized (in shares)	18,400,000	18,400,000
Preferred stock, outstanding (in shares)	17,000,000	17,000,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
REVENUES
Revenues	$ 200,393	$ 231,443	$ 632,416	$ 728,874
OPERATING EXPENSES
Operating expenses	114,841	112,176	338,153	334,920
General and administrative	19,544	17,512	59,959	55,177
Depreciation and amortization	86,672	98,580	265,324	294,654
Total operating expenses	221,057	228,268	663,436	684,751
OTHER INCOME (EXPENSES)
Loss from unconsolidated real estate entities	(3,219)	(759)	(6,443)	(2,219)
Fee income	1,437	340	3,933	5,026
Interest expense	(45,005)	(53,581)	(133,253)	(162,036)
Interest income	542	800	1,975	1,407
Management services reimbursement income—unconsolidated real estate entities	989	1,015	3,187	3,138
Management services expense—unconsolidated real estate entities	(989)	(1,015)	(3,187)	(3,138)
Transaction-related expenses	(269)	0	(2,306)	1,344
Unrealized loss on non-real estate investments	(1,081)	(2,265)	(3,024)	(2,269)
Gain on extinguishment of debt	0	0	0	10,000
Gain on sale of real estate	0	16,108	0	23,154
Impairment loss	(36,543)	0	(36,543)	0
Other (expense) income	(28)	5	1,449	139
Total other expenses	(84,166)	(39,352)	(174,212)	(125,454)
Loss before income tax (provision) benefit	(104,830)	(36,177)	(205,232)	(81,331)
Income tax (provision) benefit	(2,183)	425	(2,693)	(715)
Net loss	(107,013)	(35,752)	(207,925)	(82,046)
Net income attributable to participating securities	0	0	(409)	(850)
Net loss attributable to non-controlling interest in consolidated real estate entities	10,777	1,752	18,697	375
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities	968	931	3,086	2,333
Net loss attributable to common units in the operating partnership	2,550	672	5,004	1,600
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (97,918)	$ (37,597)	$ (197,147)	$ (94,188)
BASIC AND DILUTED PER SHARE AMOUNTS
Net loss attributable to common stockholders—basic (in dollars per share)	$ (0.69)	$ (0.27)	$ (1.40)	$ (0.67)
Net loss attributable to common stockholders—diluted (in dollars per share)	$ (0.69)	$ (0.27)	$ (1.40)	$ (0.67)
Weighted average shares of common stock outstanding—basic (in shares)	141,232,361	140,937,702	141,178,912	140,957,170
Weighted average shares of common stock outstanding—diluted (in shares)	141,232,361	140,937,702	141,178,912	140,957,170
Series A preferred units
OTHER INCOME (EXPENSES)
Net income attributable to preferred shares	$ (153)	$ (153)	$ (459)	$ (459)
Series C preferred stock
OTHER INCOME (EXPENSES)
Net income attributable to preferred shares	(5,047)	(5,047)	(15,141)	(15,141)
Office
REVENUES
Rental revenues	162,908	199,633	506,931	605,776
Service and other revenues	4,034	3,954	11,125	11,735
Revenues	166,942	203,587	518,056	617,511
OPERATING EXPENSES
Operating expenses	79,502	80,521	227,753	231,342
Studio
REVENUES
Rental revenues	13,720	13,482	41,761	46,109
Service and other revenues	19,731	14,374	72,599	65,254
Revenues	33,451	27,856	114,360	111,363
OPERATING EXPENSES
Operating expenses	$ 35,339	$ 31,655	$ 110,400	$ 103,578

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss	$ (107,013)	$ (35,752)	$ (207,925)	$ (82,046)
Currency translation adjustments	7,397	(5,571)	4,017	203
Net unrealized (losses) gains on derivative instruments:
Unrealized (losses) gains	(10,059)	5,007	2,152	18,040
Reclassification adjustment for realized gains	(2,944)	(2,049)	(8,358)	(2,297)
Total net unrealized (losses) gains on derivative instruments	(13,003)	2,958	(6,206)	15,743
Total other comprehensive (loss) income	(5,606)	(2,613)	(2,189)	15,946
Comprehensive loss	(112,619)	(38,365)	(210,114)	(66,100)
Comprehensive income attributable to participating securities	0	0	(409)	(850)
Comprehensive loss attributable to non-controlling interest in consolidated real estate entities	10,956	2,067	18,612	319
Comprehensive loss attributable to redeemable non-controlling interest in consolidated real estate entities	968	931	3,086	2,333
Comprehensive loss attributable to non-controlling interest in the operating partnership	2,809	735	5,121	1,160
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(103,086)	(39,832)	(199,304)	(78,738)
Series A preferred units
Net unrealized (losses) gains on derivative instruments:
Comprehensive income attributable to preferred units/stock	(153)	(153)	(459)	(459)
Series C preferred stock
Net unrealized (losses) gains on derivative instruments:
Comprehensive income attributable to preferred units/stock	$ (5,047)	$ (5,047)	$ (15,141)	$ (15,141)

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Series C Cumulative Redeemable Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interest - Members in Consolidated Real Estate Entities	Non-controlling Interest - Real Estate Entities
Beginning balance at Dec. 31, 2022	$ 3,749,831	$ 425,000	$ 1,409	$ 2,889,967	$ 0	$ (11,272)	$ 66,971	$ 377,756
Beginning balance (in shares) at Dec. 31, 2022			141,054,478
Increase (Decrease) in Stockholders' Equity
Contributions	21,531							21,531
Distributions	(53,910)							(53,910)
Issuance of unrestricted stock (in shares)			82,861
Shares withheld to satisfy tax withholding obligations (in shares)			(12,237)
Shares withheld to satisfy tax withholding obligations	(87)			(87)
Shares repurchased (in shares)			(187,400)
Shares repurchased	(1,369)		$ (6)	(1,363)
Declared dividend	(70,101)	(15,141)		(146,556)	93,335		(1,739)
Amortization of stock-based compensation	19,153			6,348			12,805
Net income (loss)	(80,169)	15,141			(93,335)		(1,600)	(375)
Other comprehensive (loss) income	15,946					15,450	440	56
Ending balance at Sep. 30, 2023	3,600,825	425,000	$ 1,403	2,748,309	0	4,178	76,877	345,058
Ending balance (in shares) at Sep. 30, 2023			140,937,702
Beginning balance at Jun. 30, 2023	3,645,352	425,000	$ 1,403	2,783,858	0	6,413	73,408	355,270
Beginning balance (in shares) at Jun. 30, 2023			140,937,702
Increase (Decrease) in Stockholders' Equity
Contributions	7,326							7,326
Distributions	(15,471)							(15,471)
Declared dividend	(5,047)	(5,047)		(37,597)	37,597		0
Amortization of stock-based compensation	6,252			2,048			4,204
Net income (loss)	(34,974)	5,047			(37,597)		(672)	(1,752)
Other comprehensive (loss) income	(2,613)					(2,235)	(63)	(315)
Ending balance at Sep. 30, 2023	3,600,825	425,000	$ 1,403	2,748,309	0	4,178	76,877	345,058
Ending balance (in shares) at Sep. 30, 2023			140,937,702
Beginning balance at Dec. 31, 2023	$ 3,494,172	425,000	$ 1,403	2,651,798	0	(187)	80,719	335,439
Beginning balance (in shares) at Dec. 31, 2023	141,034,806		141,034,806
Increase (Decrease) in Stockholders' Equity
Contributions	$ 19,588							19,588
Distributions	(24,013)							(24,013)
Effect of consolidation of previously unconsolidated real estate entity	55,593							55,593
Purchase of non-controlling interest	(40,937)			160,581				(201,518)
Transaction costs	(79)			(79)
Issuance of unrestricted stock (in shares)			263,014
Issuance of unrestricted stock	0		$ 1	(1)
Shares withheld to satisfy tax withholding obligations (in shares)			(72,157)
Shares withheld to satisfy tax withholding obligations	(495)		$ (1)	(494)
Declared dividend	(30,518)	(15,141)		(211,076)	196,738		(1,039)
Amortization of stock-based compensation	20,488			2,552			17,936
Net income (loss)	(205,298)	15,141			(196,738)		(5,004)	(18,697)
Other comprehensive (loss) income	(2,189)					(2,157)	(117)	85
Redemption of common units in operating partnership (in shares)			6,698
Redemption of common units in operating partnership	0			133			(133)
Ending balance at Sep. 30, 2024	$ 3,286,312	425,000	$ 1,403	2,603,414	0	(2,344)	92,362	166,477
Ending balance (in shares) at Sep. 30, 2024	141,232,361		141,232,361
Beginning balance at Jun. 30, 2024	$ 3,395,808	425,000	$ 1,403	2,700,907	0	2,824	89,328	176,346
Beginning balance (in shares) at Jun. 30, 2024			141,232,361
Increase (Decrease) in Stockholders' Equity
Contributions	6,403							6,403
Distributions	(5,316)							(5,316)
Declared dividend	(5,047)	(5,047)		(97,918)	97,918
Amortization of stock-based compensation	6,268			425			5,843
Net income (loss)	(106,198)	5,047			(97,918)		(2,550)	(10,777)
Other comprehensive (loss) income	(5,606)					(5,168)	(259)	(179)
Ending balance at Sep. 30, 2024	$ 3,286,312	$ 425,000	$ 1,403	$ 2,603,414	$ 0	$ (2,344)	$ 92,362	$ 166,477
Ending balance (in shares) at Sep. 30, 2024	141,232,361		141,232,361

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (207,925)	$ (82,046)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	265,324	294,654
Non-cash interest expense	5,896	19,390
Amortization of stock-based compensation	19,446	17,087
Loss from unconsolidated real estate entities	6,443	2,219
Unrealized loss on non-real estate investments	3,024	2,269
Straight-line rents	14,045	(11,248)
Straight-line rent expense	3,075	3,846
Amortization of above- and below-market leases, net	(3,899)	(4,764)
Amortization of above- and below-market ground leases, net	1,986	2,064
Amortization of lease incentive costs	1,018	892
Impairment loss	36,543	0
Earnout liability fair value adjustment	0	(3,017)
Gain on sale of real estate	0	(23,154)
Deferred tax provision	2,702	549
Change in operating assets and liabilities:
Accounts receivable	9,668	(2,398)
Deferred leasing costs and lease intangibles	(17,926)	(12,571)
Prepaid expenses and other assets	(12,635)	(18,374)
Accounts payable, accrued liabilities and other	45,503	37,137
Security deposits, prepaid rent and other	(7,793)	503
Net cash provided by operating activities	164,495	223,038
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of real estate	0	167,045
Additions to investment in real estate	(136,703)	(229,298)
Cash acquired from consolidation of previously unconsolidated real estate entity	8,814	0
Settlement of earnout liability	5,000	0
Contributions to non-real estate investments	(2,939)	(4,184)
Proceeds from sales of non-real estate investments	0	503
Distributions from unconsolidated real estate entities	55	1,895
Contributions to unconsolidated real estate entities	(41,668)	(56,017)
Additions to non-real estate property, plant and equipment	(18,315)	(4,449)
Net cash used in investing activities	(195,756)	(124,505)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from unsecured and secured debt	136,724	338,356
Payments of unsecured and secured debt	(30,000)	(517,000)
Transaction costs	(79)	0
Repurchases of common stock	0	(1,369)
Dividends paid to common stock and unitholders	(15,377)	(54,960)
Dividends paid to preferred stock and unitholders	(15,447)	(15,600)
Contributions from redeemable non-controlling members in consolidated real estate entities	0	1,125
Distributions to redeemable non-controlling members in consolidated real estate entities	(3,924)	(8,256)
Contributions from non-controlling members in consolidated real estate entities	19,588	21,531
Purchase of non-controlling interest	(40,937)	0
Distributions to non-controlling members in consolidated real estate entities	(24,013)	(53,910)
Payments to satisfy tax withholding obligations	(495)	(87)
Net cash provided by (used in) financing activities	26,040	(290,170)
Net decrease in cash and cash equivalents and restricted cash	(5,221)	(191,637)
Cash and cash equivalents and restricted cash—beginning of period	119,156	285,731
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$ 113,935	$ 94,094

CONSOLIDATED BALANCE SHEETS L.P. - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Investment in real estate, at cost	$ 8,318,085	$ 8,212,896
Accumulated depreciation and amortization	(1,769,128)	(1,728,437)
Investment in real estate, net	6,548,957	6,484,459
Non-real estate property, plant and equipment, net	122,958	118,783
Cash and cash equivalents	90,692	100,391
Restricted cash	23,243	18,765
Accounts receivable, net	14,985	24,609
Straight-line rent receivables, net	205,779	220,787
Deferred leasing costs and intangible assets, net	324,498	326,950
Operating lease right-of-use assets	359,266	376,306
Prepaid expenses and other assets, net	95,517	94,145
Investment in unconsolidated real estate entities	227,418	252,711
Goodwill	264,144	264,144
Assets associated with real estate held for sale	39,935	0
TOTAL ASSETS	8,317,392	8,282,050
Liabilities
Accounts payable, accrued liabilities and other	264,645	203,736
Operating lease liabilities	366,599	389,210
Intangible liabilities, net	23,550	27,751
Security deposits, prepaid rent and other	79,397	88,734
Liabilities associated with real estate held for sale	31,064	0
Total liabilities	4,971,093	4,720,881
Commitments and contingencies (note 20)
Redeemable preferred units of the operating partnership	9,815	9,815
Redeemable non-controlling interest in consolidated real estate entities	50,172	57,182
Hudson Pacific Properties, L.P. partners’ capital
Accumulated other comprehensive loss	(2,344)	(187)
TOTAL LIABILITIES AND EQUITY	8,317,392	8,282,050
Unsecured and secured debt, net
Liabilities
Debt, net	4,139,702	3,945,314
Joint venture partner debt
Liabilities
Debt, net	66,136	66,136
Hudson Pacific Partners L.P.
ASSETS
Investment in real estate, at cost	8,318,085	8,212,896
Accumulated depreciation and amortization	(1,769,128)	(1,728,437)
Investment in real estate, net	6,548,957	6,484,459
Non-real estate property, plant and equipment, net	122,958	118,783
Cash and cash equivalents	90,692	100,391
Restricted cash	23,243	18,765
Accounts receivable, net	14,985	24,609
Straight-line rent receivables, net	205,779	220,787
Deferred leasing costs and intangible assets, net	324,498	326,950
Operating lease right-of-use assets	359,266	376,306
Prepaid expenses and other assets, net	95,517	94,145
Investment in unconsolidated real estate entities	227,418	252,711
Goodwill	264,144	264,144
Assets associated with real estate held for sale	39,935	0
TOTAL ASSETS	8,317,392	8,282,050
Liabilities
Accounts payable, accrued liabilities and other	264,645	203,736
Operating lease liabilities	366,599	389,210
Intangible liabilities, net	23,550	27,751
Security deposits, prepaid rent and other	79,397	88,734
Liabilities associated with real estate held for sale	31,064	0
Total liabilities	4,971,093	4,720,881
Commitments and contingencies (note 20)
Redeemable preferred units of the operating partnership	9,815	9,815
Redeemable non-controlling interest in consolidated real estate entities	50,172	57,182
Hudson Pacific Properties, L.P. partners’ capital
Common units, 144,910,188 and 143,845,239 outstanding at September 30, 2024 and December 31, 2023, respectively	2,697,171	2,733,795
Accumulated other comprehensive loss	(2,336)	(62)
Total Hudson Pacific Properties, L.P. partners’ capital	3,119,835	3,158,733
Non-controlling interest—members in consolidated real estate entities	166,477	335,439
Total capital	3,286,312	3,494,172
TOTAL LIABILITIES AND EQUITY	8,317,392	8,282,050
Hudson Pacific Partners L.P. \| Unsecured and secured debt, net
Liabilities
Debt, net	4,139,702	3,945,314
Hudson Pacific Partners L.P. \| Joint venture partner debt
Liabilities
Debt, net	66,136	66,136
Hudson Pacific Partners L.P. \| 4.750% Series C Cumulative Redeemable Preferred Stock
Hudson Pacific Properties, L.P. partners’ capital
4.750% Series C cumulative redeemable preferred units, $25.00 per unit liquidation preference, 17,000,000 units outstanding at September 30, 2024 and December 31, 2023	$ 425,000	$ 425,000

CONSOLIDATED BALANCE SHEETS L.P. (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Common Stock:
Common units, outstanding (in shares)	141,232,361	141,034,806
4.750% Series C Cumulative Redeemable Preferred Stock
Common Stock:
Preferred stock, interest rate (as a percent)	4.75%	4.75%
Preferred stock, liquidation preference (in dollars per share)	$ 25.00	$ 25.00
Preferred stock, outstanding (in shares)	17,000,000	17,000,000
Hudson Pacific Partners L.P.
Common Stock:
Common units, outstanding (in shares)	144,910,188	143,845,239
Hudson Pacific Partners L.P. \| 4.750% Series C Cumulative Redeemable Preferred Stock
Common Stock:
Preferred stock, interest rate (as a percent)	4.75%	4.75%
Preferred stock, liquidation preference (in dollars per share)	$ 25.00	$ 25.00
Preferred stock, outstanding (in shares)	17,000,000	17,000,000

CONSOLIDATED STATEMENTS OF OPERATIONS L.P. - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
REVENUES
Revenues	$ 200,393	$ 231,443	$ 632,416	$ 728,874
OPERATING EXPENSES
Operating expenses	114,841	112,176	338,153	334,920
General and administrative	19,544	17,512	59,959	55,177
Depreciation and amortization	86,672	98,580	265,324	294,654
Total operating expenses	221,057	228,268	663,436	684,751
OTHER INCOME (EXPENSES)
Loss from unconsolidated real estate entities	(3,219)	(759)	(6,443)	(2,219)
Fee income	1,437	340	3,933	5,026
Interest expense	(45,005)	(53,581)	(133,253)	(162,036)
Interest income	542	800	1,975	1,407
Management services reimbursement income—unconsolidated real estate entities	989	1,015	3,187	3,138
Management services expense—unconsolidated real estate entities	(989)	(1,015)	(3,187)	(3,138)
Transaction-related expenses	(269)	0	(2,306)	1,344
Unrealized loss on non-real estate investments	(1,081)	(2,265)	(3,024)	(2,269)
Gain on sale of real estate	0	16,108	0	23,154
Impairment loss	(36,543)	0	(36,543)	0
Gain on extinguishment of debt	0	0	0	10,000
Other (expense) income	(28)	5	1,449	139
Total other expenses	(84,166)	(39,352)	(174,212)	(125,454)
Loss before income tax (provision) benefit	(104,830)	(36,177)	(205,232)	(81,331)
Income tax (provision) benefit	(2,183)	425	(2,693)	(715)
Net loss	(107,013)	(35,752)	(207,925)	(82,046)
Net loss attributable to non-controlling interest in consolidated real estate entities	10,777	1,752	18,697	375
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities	968	931	3,086	2,333
Net income attributable to participating securities	0	0	(409)	(850)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(97,918)	(37,597)	(197,147)	(94,188)
Series A preferred units
OTHER INCOME (EXPENSES)
Net income attributable to preferred units	(153)	(153)	(459)	(459)
Series C preferred stock
OTHER INCOME (EXPENSES)
Net income attributable to preferred units	(5,047)	(5,047)	(15,141)	(15,141)
Office
REVENUES
Rental revenues	162,908	199,633	506,931	605,776
Service and other revenues	4,034	3,954	11,125	11,735
Revenues	166,942	203,587	518,056	617,511
OPERATING EXPENSES
Operating expenses	79,502	80,521	227,753	231,342
Studio
REVENUES
Rental revenues	13,720	13,482	41,761	46,109
Service and other revenues	19,731	14,374	72,599	65,254
Revenues	33,451	27,856	114,360	111,363
OPERATING EXPENSES
Operating expenses	35,339	31,655	110,400	103,578
Hudson Pacific Partners L.P.
REVENUES
Revenues	200,393	231,443	632,416	728,874
OPERATING EXPENSES
General and administrative	19,544	17,512	59,959	55,177
Depreciation and amortization	86,672	98,580	265,324	294,654
Total operating expenses	221,057	228,268	663,436	684,751
OTHER INCOME (EXPENSES)
Loss from unconsolidated real estate entities	(3,219)	(759)	(6,443)	(2,219)
Fee income	1,437	340	3,933	5,026
Interest expense	(45,005)	(53,581)	(133,253)	(162,036)
Interest income	542	800	1,975	1,407
Management services reimbursement income—unconsolidated real estate entities	989	1,015	3,187	3,138
Management services expense—unconsolidated real estate entities	(989)	(1,015)	(3,187)	(3,138)
Transaction-related expenses	(269)	0	(2,306)	1,344
Unrealized loss on non-real estate investments	(1,081)	(2,265)	(3,024)	(2,269)
Gain on sale of real estate	0	16,108	0	23,154
Impairment loss	(36,543)	0	(36,543)	0
Gain on extinguishment of debt	0	0	0	10,000
Other (expense) income	(28)	5	1,449	139
Total other expenses	(84,166)	(39,352)	(174,212)	(125,454)
Loss before income tax (provision) benefit	(104,830)	(36,177)	(205,232)	(81,331)
Income tax (provision) benefit	(2,183)	425	(2,693)	(715)
Net loss	(107,013)	(35,752)	(207,925)	(82,046)
Net loss attributable to non-controlling interest in consolidated real estate entities	10,777	1,752	18,697	375
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities	968	931	3,086	2,333
Net loss attributable to Hudson Pacific Properties, L.P.	(95,268)	(33,069)	(186,142)	(79,338)
Net income attributable to participating securities	0	0	(409)	(850)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (100,468)	$ (38,269)	$ (202,151)	$ (95,788)
BASIC AND DILUTED PER UNIT AMOUNTS
Net loss attributable to common unitholders —basic (in dollars per share)	$ (0.69)	$ (0.27)	$ (1.40)	$ (0.67)
Net loss attributable to common unitholders —diluted (in dollars per share)	$ (0.69)	$ (0.27)	$ (1.40)	$ (0.67)
Weighted average shares of common units outstanding—basic (in shares)	144,910,188	143,456,164	144,753,121	143,405,044
Weighted average shares of common units outstanding—diluted (in shares)	144,910,188	143,456,164	144,753,121	143,405,044
Hudson Pacific Partners L.P. \| Series A preferred units
OTHER INCOME (EXPENSES)
Net income attributable to preferred units	$ (153)	$ (153)	$ (459)	$ (459)
Hudson Pacific Partners L.P. \| Series C preferred stock
OTHER INCOME (EXPENSES)
Net income attributable to preferred units	(5,047)	(5,047)	(15,141)	(15,141)
Hudson Pacific Partners L.P. \| Office
REVENUES
Rental revenues	162,908	199,633	506,931	605,776
Service and other revenues	4,034	3,954	11,125	11,735
Revenues	166,942	203,587	518,056	617,511
OPERATING EXPENSES
Operating expenses	79,502	80,521	227,753	231,342
Hudson Pacific Partners L.P. \| Studio
REVENUES
Rental revenues	13,720	13,482	41,761	46,109
Service and other revenues	19,731	14,374	72,599	65,254
Revenues	33,451	27,856	114,360	111,363
OPERATING EXPENSES
Operating expenses	$ 35,339	$ 31,655	$ 110,400	$ 103,578

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS L.P. - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss	$ (107,013)	$ (35,752)	$ (207,925)	$ (82,046)
Currency translation adjustments	7,397	(5,571)	4,017	203
Net unrealized (losses) gains on derivative instruments:
Unrealized (losses) gains	(10,059)	5,007	2,152	18,040
Reclassification adjustment for realized gains	(2,944)	(2,049)	(8,358)	(2,297)
Total net unrealized (losses) gains on derivative instruments	(13,003)	2,958	(6,206)	15,743
Total other comprehensive (loss) income	(5,606)	(2,613)	(2,189)	15,946
Comprehensive loss	(112,619)	(38,365)	(210,114)	(66,100)
Comprehensive income attributable to participating securities	0	0	(409)	(850)
Comprehensive loss attributable to non-controlling interest in consolidated real estate entities	10,956	2,067	18,612	319
Comprehensive loss attributable to redeemable non-controlling interest in consolidated real estate entities	968	931	3,086	2,333
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(103,086)	(39,832)	(199,304)	(78,738)
Series A preferred units
Net unrealized (losses) gains on derivative instruments:
Comprehensive income attributable to preferred units	(153)	(153)	(459)	(459)
Series C preferred stock
Net unrealized (losses) gains on derivative instruments:
Comprehensive income attributable to preferred units	(5,047)	(5,047)	(15,141)	(15,141)
Hudson Pacific Partners L.P.
Net loss	(107,013)	(35,752)	(207,925)	(82,046)
Currency translation adjustments	7,397	(5,571)	4,017	203
Net unrealized (losses) gains on derivative instruments:
Unrealized (losses) gains	(10,059)	5,007	2,152	18,040
Reclassification adjustment for realized gains	(2,944)	(2,049)	(8,358)	(2,297)
Total net unrealized (losses) gains on derivative instruments	(13,003)	2,958	(6,206)	15,743
Total other comprehensive (loss) income	(5,606)	(2,613)	(2,189)	15,946
Comprehensive loss	(112,619)	(38,365)	(210,114)	(66,100)
Comprehensive income attributable to participating securities	0	0	(409)	(850)
Comprehensive loss attributable to non-controlling interest in consolidated real estate entities	10,956	2,067	18,612	319
Comprehensive loss attributable to redeemable non-controlling interest in consolidated real estate entities	968	931	3,086	2,333
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(105,895)	(40,567)	(204,425)	(79,898)
Hudson Pacific Partners L.P. \| Series A preferred units
Net unrealized (losses) gains on derivative instruments:
Comprehensive income attributable to preferred units	(153)	(153)	(459)	(459)
Hudson Pacific Partners L.P. \| Series C preferred stock
Net unrealized (losses) gains on derivative instruments:
Comprehensive income attributable to preferred units	$ (5,047)	$ (5,047)	$ (15,141)	$ (15,141)

CONSOLIDATED STATEMENTS OF CAPITAL L.P. - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Increase (Decrease) in Partners' Capital
Beginning balance (in shares)			141,034,806
Contributions	$ 6,403	$ 7,326	$ 19,588	$ 21,531
Distributions	(5,316)	(15,471)	(24,013)	(53,910)
Purchase of non-controlling interest			(40,937)
Effect of consolidation of previously unconsolidated real estate entity			55,593
Transaction costs			(79)
Repurchase of common units				(1,369)
Units withheld to satisfy tax withholding obligations			(495)	(87)
Declared distributions	(5,047)	(5,047)	(30,518)	(70,101)
Amortization of unit-based compensation	6,268	6,252	20,488	19,153
Net income (loss)	(106,198)	(34,974)	(205,298)	(80,169)
Other comprehensive (loss) income	$ (5,606)	(2,613)	$ (2,189)	15,946
Ending balance (in shares)	141,232,361		141,232,361
Hudson Pacific Partners L.P.
Increase (Decrease) in Partners' Capital
Beginning balance	$ 3,395,808	3,645,352	$ 3,494,172	3,749,831
Beginning balance (in shares)			143,845,239
Contributions	6,403	7,326	$ 19,588	21,531
Distributions	(5,316)	(15,471)	(24,013)	(53,910)
Purchase of non-controlling interest			(40,937)
Effect of consolidation of previously unconsolidated real estate entity			55,593
Transaction costs			(79)
Repurchase of common units				(1,369)
Units withheld to satisfy tax withholding obligations			(495)	(87)
Declared distributions	(5,047)	(5,047)	(30,518)	(70,101)
Amortization of unit-based compensation	6,268	6,252	20,488	19,153
Net income (loss)	(106,198)	(34,974)	(205,298)	(80,169)
Other comprehensive (loss) income	(5,606)	(2,613)	(2,189)	15,946
Ending balance	$ 3,286,312	3,600,825	$ 3,286,312	3,600,825
Ending balance (in shares)	144,910,188		144,910,188
Hudson Pacific Partners L.P. \| Total Partners’ Capital
Increase (Decrease) in Partners' Capital
Beginning balance	$ 3,219,462	3,290,082	$ 3,158,733	3,372,075
Purchase of non-controlling interest			160,581
Transaction costs			(79)
Repurchase of common units				(1,369)
Units withheld to satisfy tax withholding obligations			(495)	(87)
Declared distributions	(5,047)	(5,047)	(30,518)	(70,101)
Amortization of unit-based compensation	6,268	6,252	20,488	19,153
Net income (loss)	(95,421)	(33,222)	(186,601)	(79,794)
Other comprehensive (loss) income	(5,427)	(2,298)	(2,274)	15,890
Ending balance	3,119,835	3,255,767	3,119,835	3,255,767
Hudson Pacific Partners L.P. \| Preferred Units
Increase (Decrease) in Partners' Capital
Beginning balance	425,000	425,000	425,000	425,000
Declared distributions	(5,047)	(5,047)	(15,141)	(15,141)
Net income (loss)	5,047	5,047	15,141	15,141
Ending balance	425,000	425,000	425,000	425,000
Hudson Pacific Partners L.P. \| Common units
Increase (Decrease) in Partners' Capital
Beginning balance	$ 2,791,371	$ 2,858,354	$ 2,733,795	$ 2,958,535
Beginning balance (in shares)	144,910,188	143,456,164	143,845,239	143,246,320
Purchase of non-controlling interest			$ 160,581
Transaction costs			$ (79)
Issuance of unrestricted units (in shares)			1,137,106	409,481
Repurchase of common units (in shares)				(187,400)
Repurchase of common units				$ (1,369)
Units withheld to satisfy tax withholding obligations (in shares)			(72,157)	(12,237)
Units withheld to satisfy tax withholding obligations			$ (495)	$ (87)
Declared distributions	$ 0		(15,377)	(54,960)
Amortization of unit-based compensation	6,268	$ 6,252	20,488	19,153
Net income (loss)	(100,468)	(38,269)	(201,742)	(94,935)
Ending balance	$ 2,697,171	$ 2,826,337	$ 2,697,171	$ 2,826,337
Ending balance (in shares)	144,910,188	143,456,164	144,910,188	143,456,164
Hudson Pacific Partners L.P. \| Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Partners' Capital
Beginning balance	$ 3,091	$ 6,728	$ (62)	$ (11,460)
Other comprehensive (loss) income	(5,427)	(2,298)	(2,274)	15,890
Ending balance	(2,336)	4,430	(2,336)	4,430
Hudson Pacific Partners L.P. \| Non-controlling Interest - Real Estate Entities
Increase (Decrease) in Partners' Capital
Beginning balance	176,346	355,270	335,439	377,756
Contributions	6,403	7,326	19,588	21,531
Distributions	(5,316)	(15,471)	(24,013)	(53,910)
Purchase of non-controlling interest			(201,518)
Effect of consolidation of previously unconsolidated real estate entity			55,593
Net income (loss)	(10,777)	(1,752)	(18,697)	(375)
Other comprehensive (loss) income	(179)	(315)	85	56
Ending balance	$ 166,477	$ 345,058	$ 166,477	$ 345,058

CONSOLIDATED STATEMENTS OF CASH FLOWS L.P. - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (207,925)	$ (82,046)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	265,324	294,654
Non-cash interest expense	5,896	19,390
Amortization of unit-based compensation	19,446	17,087
Loss from unconsolidated real estate entities	6,443	2,219
Unrealized loss on non-real estate investments	3,024	2,269
Straight-line rents	14,045	(11,248)
Straight-line rent expense	3,075	3,846
Amortization of above- and below-market leases, net	(3,899)	(4,764)
Amortization of above- and below-market ground leases, net	1,986	2,064
Amortization of lease incentive costs	1,018	892
Impairment loss	36,543	0
Earnout liability fair value adjustment	0	(3,017)
Gain on sale of real estate	0	(23,154)
Deferred tax provision	2,702	549
Change in operating assets and liabilities:
Accounts receivable	9,668	(2,398)
Deferred leasing costs and lease intangibles	(17,926)	(12,571)
Prepaid expenses and other assets	(12,635)	(18,374)
Accounts payable, accrued liabilities and other	45,503	37,137
Security deposits, prepaid rent and other	(7,793)	503
Net cash provided by operating activities	164,495	223,038
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of real estate	0	167,045
Additions to investment in real estate	(136,703)	(229,298)
Cash acquired from consolidation of previously unconsolidated real estate entity	8,814	0
Settlement of earnout liability	(5,000)	0
Contributions to non-real estate investments	(2,939)	(4,184)
Proceeds from sales of non-real estate investments	0	503
Distributions from unconsolidated real estate entities	55	1,895
Contributions to unconsolidated real estate entities	(41,668)	(56,017)
Additions to non-real estate property, plant and equipment	(18,315)	(4,449)
Net cash used in investing activities	(195,756)	(124,505)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from unsecured and secured debt	136,724	338,356
Payments of unsecured and secured debt	(30,000)	(517,000)
Transaction costs	(79)	0
Repurchases of common stock	0	(1,369)
Distributions paid to common unitholders	(15,377)	(54,960)
Distributions paid to preferred unitholders	(15,447)	(15,600)
Contributions from redeemable non-controlling members in consolidated real estate entities	0	1,125
Distributions to redeemable non-controlling members in consolidated real estate entities	(3,924)	(8,256)
Contributions from non-controlling members in consolidated real estate entities	19,588	21,531
Purchase of non-controlling interest	(40,937)	0
Distributions to non-controlling members in consolidated real estate entities	(24,013)	(53,910)
Payments to satisfy tax withholding obligations	(495)	(87)
Net cash provided by (used in) financing activities	26,040	(290,170)
Net decrease in cash and cash equivalents and restricted cash	(5,221)	(191,637)
Cash and cash equivalents and restricted cash—beginning of period	119,156	285,731
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	113,935	94,094
Hudson Pacific Partners L.P.
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	(207,925)	(82,046)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	265,324	294,654
Non-cash interest expense	5,896	19,390
Amortization of unit-based compensation	19,446	17,087
Loss from unconsolidated real estate entities	6,443	2,219
Unrealized loss on non-real estate investments	3,024	2,269
Straight-line rents	14,045	(11,248)
Straight-line rent expense	3,075	3,846
Amortization of above- and below-market leases, net	(3,899)	(4,764)
Amortization of above- and below-market ground leases, net	1,986	2,064
Amortization of lease incentive costs	1,018	892
Impairment loss	36,543	0
Earnout liability fair value adjustment	0	(3,017)
Gain on sale of real estate	0	(23,154)
Deferred tax provision	2,702	549
Change in operating assets and liabilities:
Accounts receivable	9,668	(2,398)
Deferred leasing costs and lease intangibles	(17,926)	(12,571)
Prepaid expenses and other assets	(12,635)	(18,374)
Accounts payable, accrued liabilities and other	45,503	37,137
Security deposits, prepaid rent and other	(7,793)	503
Net cash provided by operating activities	164,495	223,038
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of real estate	0	167,045
Additions to investment in real estate	(136,703)	(229,298)
Cash acquired from consolidation of previously unconsolidated real estate entity	8,814	0
Settlement of earnout liability	(5,000)	0
Contributions to non-real estate investments	(2,939)	(4,184)
Proceeds from sales of non-real estate investments	0	503
Distributions from unconsolidated real estate entities	55	1,895
Contributions to unconsolidated real estate entities	(41,668)	(56,017)
Additions to non-real estate property, plant and equipment	(18,315)	(4,449)
Net cash used in investing activities	(195,756)	(124,505)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from unsecured and secured debt	136,724	338,356
Payments of unsecured and secured debt	(30,000)	(517,000)
Transaction costs	(79)	0
Repurchases of common stock	0	(1,369)
Distributions paid to common unitholders	(15,377)	(54,960)
Distributions paid to preferred unitholders	(15,447)	(15,600)
Contributions from redeemable non-controlling members in consolidated real estate entities	0	1,125
Distributions to redeemable non-controlling members in consolidated real estate entities	(3,924)	(8,256)
Contributions from non-controlling members in consolidated real estate entities	19,588	21,531
Purchase of non-controlling interest	(40,937)	0
Distributions to non-controlling members in consolidated real estate entities	(24,013)	(53,910)
Payments to satisfy tax withholding obligations	(495)	(87)
Net cash provided by (used in) financing activities	26,040	(290,170)
Net decrease in cash and cash equivalents and restricted cash	(5,221)	(191,637)
Cash and cash equivalents and restricted cash—beginning of period	119,156	285,731
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$ 113,935	$ 94,094

Organization

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.

The Company’s portfolio consists of properties primarily located throughout the United States, Western Canada and Greater London, United Kingdom. The following table summarizes the Company’s portfolio as of September 30, 2024:


Segments	Number of Properties	Square Feet (unaudited)
Consolidated portfolio
Office	45	13,138,404
Studio	4	1,477,412
Future development	5	1,616,242
Total consolidated portfolio	54	16,232,058
Unconsolidated portfolio(1)
Office(2)	1	1,533,492
Studio(3)	1	232,000
Future development(4)	2	1,617,347
Total unconsolidated portfolio	4	3,382,839
TOTAL	58	19,614,897

__________________

1.The Company owns 20% of the unconsolidated joint venture entity that owns the Bentall Centre property, 35% of the unconsolidated joint venture entity that owns Sunset Waltham Cross Studios and approximately 26% of the unconsolidated joint venture entity that owns the Sunset Pier 94 Studios development. The square footage shown above represents 100% of the properties.

2.Includes Bentall Centre.

3.Includes Sunset Pier 94 Studios.

4.Includes land for the Burrard Exchange and Sunset Waltham Cross Studios.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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.

The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements in the 2023 Annual Report on Form 10-K of Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. and the notes thereto.

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 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:

•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, 2024, the Company has determined that its operating partnership and 19 joint ventures met the definition of a VIE. 13 of these joint ventures are consolidated and six are unconsolidated.

Consolidated Joint Ventures

During the three months ended March 31, 2024, the Company purchased a 45% ownership interest in Hudson 1455 Market, L.P., a consolidated joint venture, from its joint venture partner for $43.5 million, before certain credits, prorations and closing costs. Following the transaction, the Company owns 100% of the ownership interests in Hudson 1455 Market, L.P.

During the three months ended June 30, 2024, the Company completed development of Sunset Glenoaks Studios and the property commenced operations. The Company updated its VIE assessment of Sun Valley Peoria, LLC, the owner of Sunset Glenoaks Studios, and concluded that it is the VIE’s primary beneficiary. Therefore, as of the second quarter, this investment is no longer accounted for under the equity method and is now treated as a consolidated joint venture. Initial consolidation of Sun Valley Peoria, LLC was accounted for in accordance with provisions of Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). As a result, the Company recognized on its Consolidated Balance Sheet identifiable assets of $198.0 million, assumed liabilities of $86.6 million and noncontrolling interest of $55.6 million. No gain or loss was recognized upon initial consolidation as the fair value of the newly consolidated net assets approximated the carrying value of the previous equity method investment.

As of September 30, 2024, the operating partnership has determined that 13 of its joint ventures met the definition of a VIE and are consolidated:


Entity	Property	Ownership Interest
Hudson 1099 Stewart, L.P.	Hill7	55.0	%
HPP-MAC WSP, LLC	None(1)	75.0	%
Hudson One Ferry REIT, L.P.	Ferry Building	55.0	%
Sunset Bronson Entertainment Properties, LLC	Sunset Bronson Studios, ICON, CUE	51.0	%
Sunset Gower Entertainment Properties, LLC	Sunset Gower Studios	51.0	%
Sunset 1440 North Gower Street, LLC	Sunset Gower Studios	51.0	%
Sunset Las Palmas Entertainment Properties, LLC	Sunset Las Palmas Studios, Harlow	51.0	%
Sunset Services Holdings, LLC	None(2)	51.0	%
Sunset Studios Holdings, LLC	EPIC	51.0	%
Hudson Media and Entertainment Management, LLC	None(3)	51.0	%
Hudson 6040 Sunset, LLC	6040 Sunset	51.0	%
Sun Valley Peoria, LLC	Sunset Glenoaks Studios	50.0	%
Hudson 1918 Eighth, L.P.	1918 Eighth	55.0	%

__________________

1.HPP-MAC WSP, LLC owned 100% of the One Westside and Westside Two properties prior to their sale in December 2023.

2.Sunset Services Holdings, LLC wholly owns Services Holdings, LLC, which owns 100% interests in Sunset Bronson Services, LLC, Sunset Gower Services, LLC and Sunset Las Palmas Services, LLC, which provide services to Sunset Bronson Entertainment Properties, LLC, Sunset Gower Entertainment Properties, LLC and Sunset Las Palmas Entertainment Properties, LLC, respectively.

3.Hudson Media and Entertainment Management, LLC manages the following properties: Sunset Gower Studios, Sunset Bronson Studios, Sunset Las Palmas Studios, 6040 Sunset, ICON, CUE, EPIC and Harlow (collectively “Hollywood Media Portfolio”), as well as Sunset Glenoaks Studios.

As of September 30, 2024 and December 31, 2023, the Company has determined that its operating partnership met the definition of a VIE and is consolidated.

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

Unconsolidated Joint Ventures

As of September 30, 2024, the Company has determined it is not the primary beneficiary of six of its joint ventures that are VIEs. Due to its significant influence over the unconsolidated entities, the Company accounts for them using the equity method of accounting. Under the equity method, the Company initially records the investment at cost and subsequently adjusts for equity in earnings or losses and cash contributions and distributions.

The Company’s net equity investment in its unconsolidated joint ventures is reflected within investment in unconsolidated real estate entities on the Consolidated Balance Sheets. The Company’s share of net income or loss from the joint ventures is included within loss from unconsolidated real estate entities on the Consolidated Statements of Operations. The Company uses the cumulative earnings approach for determining cash flow presentation of distributions from unconsolidated joint ventures. Under this approach, distributions up to the amount of cumulative equity in earnings recognized are classified as cash inflows from operating activities, and those in excess of that amount are classified as cash inflows from investing activities. Refer to Note 5 for further details regarding our investments in unconsolidated joint ventures.

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 and assessing the carrying values of its real estate properties, the fair value measurement of contingent consideration, assets acquired and liabilities assumed in business combination transactions, determining the incremental borrowing rate used in the present value calculations of its new or modified operating lessee agreements, its accrued liabilities, and the valuation of 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

The Company accounts for its leases under ASC 842, Leases (“ASC 842”), which 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.

Lessee Accounting

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

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Many of the Company’s lease agreements include options to extend the lease, which the Company does not include in its minimum lease terms unless the option is reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. The weighted average remaining lease term was 22 years as of September 30, 2024

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. ROU assets further include any lease payments made and exclude lease incentives. ROU assets acquired in connection with business combination transactions are also adjusted for above- and below- market lease

terms.

As the Company’s leases do not provide an implicit rate, the Company calculates the present value of lease payments using its incremental borrowing rate based on the information available at commencement date, or the date of the ASC 842 adoption. The weighted average incremental borrowing rate used to calculate the ROU assets and lease liabilities was 5.6% as of September 30, 2024.

Lessor Accounting

The presentation of revenues on the Consolidated Statements of Operations reflects a single lease component that combines rental, tenant recoveries and other tenant-related revenues for the office portfolio, with the election of the lessor practical expedient. 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 subject to ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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) other revenues (v) sale of real estate (vi) management fee income and (vii) management services reimbursement income.

Revenue Stream

Components

Financial Statement Location

Rental revenues

Office, stage 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 must-take parking revenues

Office segment: rental
Studio segment: rental and service and other revenues

Ancillary revenues

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

Studio segment: service and other revenues

Other revenues

Parking revenue that is not associated with lease agreements and other

Office and Studio segments: service and other revenues

Sale of real estate

Gains on sales derived from cash consideration less cost basis

Gain on sale of real estate

Management fee income

Income derived from management services provided to unconsolidated joint venture entities

Fee income

Management services reimbursement income

Reimbursement of costs incurred by the Company in the management of unconsolidated joint venture entities

Management services reimbursement income—unconsolidated real estate entities

The Company recognizes 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 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 include parking stipulated in lease agreements as must-take parking rentals. These revenues are recognized over the term of the lease.

Ancillary revenues, other revenues, management fee income and management services reimbursement income are accounted for under ASC 606. 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 for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Ancillary revenues	$	18,434	$	13,337	$	68,821	$	61,651
Other revenues	$	4,571	$	4,302	$	13,182	$	13,643
Studio-related tenant recoveries	$	760	$	689	$	1,721	$	1,695
Management fee income	$	1,437	$	340	$	3,933	$	5,026
Management services reimbursement income	$	989	$	1,015	$	3,187	$	3,138

The following table summarizes the Company’s receivables that are accounted for under ASC 606 as of:


	September 30, 2024		December 31, 2023
Ancillary revenues	$	4,115	$	5,478
Other revenues	$	1,510	$	954

In regard to sales of real estate, the Company applies certain recognition and measurement principles in accordance with ASC 606. 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 with the sold property by the seller, the seller must evaluate each promised good or service under the contract to determine whether it represents a performance obligation, constitutes a guarantee or prevents the transfer of control. The timing and pattern of revenue recognition might change as it relates to gains on sale of real estate if the sale includes continued involvement that represents a separate performance obligation.

Acquisitions

The Company applies the acquisition method for acquisitions that meet the definition of a business combination. Under the acquisition method, the Company estimates the fair value of the identifiable assets and liabilities of the acquired entity on the acquisition date. The difference between the fair value of the consideration transferred for the acquisition and the fair value of the net assets acquired is recorded as goodwill and acquisition-related expenses arising from the transaction are expensed as incurred. The Company includes the results of operations of the businesses that it acquires beginning on the acquisition date.

The Company applies a cost accumulation and allocation model to acquisitions that meet the definition of an asset acquisition. Under this model, the purchase price is allocated based on the relative fair value of the assets acquired and liabilities assumed. Additionally, acquisition-related expenses associated with an asset acquisition are capitalized as part of the purchase price.

Goodwill and Acquired Intangible Assets

Goodwill is an unidentifiable intangible asset and is recognized as a residual, generally measured as the excess of consideration transferred in a business combination over the identifiable assets acquired and liabilities assumed. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination.

The Company tests its goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill is tested for impairment at the reporting unit to which it is assigned, which can be an operating segment or one level below an operating segment. The Company has three operating segments: the management entity, Office and Studio, each of which is a reporting unit. The assessment of goodwill for impairment may initially be performed based on qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value, including goodwill. If so, a quantitative assessment is performed, and to the extent the carrying value of the reporting unit exceeds its fair value, impairment is recognized for the excess up to the amount of goodwill assigned to the reporting unit. Alternatively, the Company may bypass a qualitative assessment and proceed directly to a quantitative assessment.

A qualitative assessment considers various factors such as macroeconomic, industry and market conditions to the extent they affect the earnings performance of the reporting unit, changes in business strategy and/or management of the reporting unit, changes in composition or mix of revenues and/or cost structure of the reporting unit, financial performance and business prospects of the reporting unit, among other factors.

In a quantitative assessment, significant judgment, assumptions and estimates are applied in determining the fair value of reporting units. The Company generally uses the income approach to estimate fair value by discounting the projected net cash flows of the reporting unit, and may corroborate with market-based data where available and appropriate. Projection of future cash flows

is based upon various factors, including, but not limited to, our strategic plans in regard to our business and operations, internal forecasts, terminal year residual revenue multiples, operating profit margins, pricing of similar businesses and comparable transactions where applicable, and risk-adjusted discount rates to present value future cash flows. Given the level of sensitivity in the inputs, a change in the value of any one input, in isolation or in combination, could significantly affect the overall estimation of fair value of the reporting unit.

As of September 30, 2024 and December 31, 2023, the carrying value of goodwill was $264.1 million. Goodwill was not impaired as of September 30, 2024.

Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method, which reflects the pattern in which the assets are consumed. The estimated useful lives for acquired intangible assets range from five to seven years. The Company assesses its intangible assets with finite lives for impairment when indicators of impairment are identified.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within segment profit and loss, as well as the title and position of the CODM. The amendments are effective for the Company's annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments will require public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The amendments are effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

Investment in Real Estate

9 Months Ended

Sep. 30, 2024

Real Estate [Abstract]

Investment in Real Estate

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


	September 30, 2024		December 31, 2023
Land	$	1,244,284	$	1,220,339
Building and improvements	6,162,832		5,969,364
Tenant improvements	734,929		818,653
Furniture and fixtures	6,118		8,609
Property under development	169,922		195,931
INVESTMENT IN REAL ESTATE, AT COST	$	8,318,085	$	8,212,896

Acquisitions of Real Estate

The Company had no acquisitions of real estate during the nine months ended September 30, 2024.

Impairment of Long-Lived Assets

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 over the life of the asset or its intended holding period. If impairment indicators are present for a specific real estate asset, we perform a recoverability test by comparing the carrying value of the asset group to the asset group’s estimated undiscounted future cash flows over the anticipated hold period. If the carrying value exceeds the estimated undiscounted future cash flows, we then compare the carrying value to the asset group’s estimated fair value and recognize an impairment loss for the amount by which the carrying value exceeds the fair value. The future cash flows utilized in the evaluation of recoverability and the measurement of fair value are highly subjective and are based on assumptions regarding anticipated hold periods, future occupancy, future rental rates, future capital requirements, discount rates and capitalization rates, which are considered Level 2 and Level 3 inputs within the fair value hierarchy.

During the three and nine months ended September 30, 2024, the Company recorded impairment charges totaling $34.4 million related to the real estate assets of certain office properties. The impairment charges reflect a shortened expected holding period for the properties and a reduction in the carrying value of the properties to their estimated fair value based on non-binding purchase offers from third party buyers, which is considered a Level 2 measurement. The impairment charges are recorded within impairment loss on the Consolidated Statements of Operations.

The Company had no impairments of real estate during the nine months ended September 30, 2023.

Dispositions of Real Estate

The Company had no dispositions of real estate during the nine months ended September 30, 2024.

The following table summarizes information on dispositions completed during the nine months ended September 30, 2023. These properties were considered non-strategic to the Company’s portfolio:


Property	Segment	Date of Disposition	Square Feet (unaudited)	Sales Price(1) (in millions)		Gain on Sale(2) (in millions)
Skyway Landing	Office	2/6/2023	246,997	$	102.0	$	7.0
604 Arizona	Office	8/24/2023	44,260	$	32.5	$	10.3
3401 Exposition	Office	8/25/2023	63,376	$	40.0	$	5.8

__________________

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

2.Included within gain on sale of real estate on the Consolidated Statement of Operations.

Held for Sale

As of September 30, 2024, the Company classified its 195,121 square-foot (unaudited) Foothill Research Center office property located in the Palo Alto submarket as held for sale. The property was identified as a non-strategic asset to the Company’s portfolio. The following table summarizes the components of assets and liabilities associated with real estate held for sale as of September 30, 2024:




Investment in real estate, net	$	31,387
Straight-line rent receivables, net	964
Deferred leasing costs and intangible assets, net	1,328
Operating lease right-of-use asset	5,991
Prepaid expenses and other assets, net	265
ASSETS ASSOCIATED WITH REAL ESTATE HELD FOR SALE	$	39,935

LIABILITIES
Accounts payable, accrued liabilities and other	$	13,284
Operating lease liabilities	16,007
Intangible liabilities, net	228
Security deposits and prepaid rent	1,545
LIABILITIES ASSOCIATED WITH REAL ESTATE HELD FOR SALE	$	31,064

Non-Real Estate Property, Plant and Equipment, net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Non-Real Estate Property, Plant and Equipment, net

The following table summarizes the Company’s non-real estate property, plant and equipment, net as of:


	September 30, 2024		December 31, 2023
Trailers	$	75,310	$	70,462
Production equipment	38,601		37,100
Trucks and other vehicles	21,927		20,044
Leasehold improvements	19,498		15,888
Other equipment	14,484		6,959
Furniture, fixtures and equipment	5,991		6,112

Non-real estate property, plant and equipment, at cost	175,811		156,565
Accumulated depreciation	(52,853)		(37,782)
NON-REAL ESTATE PROPERTY, PLANT AND EQUIPMENT, NET	$	122,958	$	118,783

Non-real estate property, plant and equipment is carried at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to 20 years. The Company evaluates its non-real estate property, plant and equipment, net for impairment using the same accounting model that it applies to its real estate assets and related intangibles. Refer to Note 2 for details. The Company did not recognize any impairment charges for non-real estate property, plant and equipment during the nine months ended September 30, 2024 and 2023.

Investment in Unconsolidated Real Estate Entities

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Real Estate Entities

The following table summarizes the Company’s investments in unconsolidated joint ventures:

Property

Property Type

Submarket

Ownership Interest

Functional Currency

Sunset Waltham Cross Studios

Development

Broxbourne, United Kingdom

35%

Pound sterling

(1)

Bentall Centre

Operating Property

Downtown Vancouver

20%

Canadian dollar

(2)(3)

Sunset Pier 94 Studios

Development

Manhattan

51%

U.S. dollar

(3)(4)

__________________

1.The Company owns 35% of the ownership interests in each of the joint venture entities that own the Sunset Waltham Cross Studios and the joint venture entities formed to serve as the general partner and management services company for the property-owning joint venture entity.

2.The Company serves as the operating member of this joint venture.

3.The Company has guaranteed the joint ventures’ outstanding indebtedness in the amount of $95.3 million at Bentall Centre and $26 thousand at Sunset Pier 94 Studios, respectively. The likelihood of loss relating to the guarantees is remote as of September 30, 2024.

4.The Company owns 51% of the ownership interests in an upper-tier joint venture entity that owns 50.1% of the ownership interests in the lower-tier joint venture entity that owns the Sunset Pier 94 Studios development. The Company’s resulting economic interest in the development is 25.6%. The Company has provided various guarantees for the lower-tier joint venture’s construction loan, including a completion guarantee, recourse guarantee and guaranty of interest and carry. The likelihood of loss relating to the completion guarantee is remote as of September 30, 2024.

The Company’s maximum exposure related to its unconsolidated joint ventures is limited to its investment and the guarantees provided in relation to the joint ventures’ indebtedness. The Company’s investments in foreign real estate entities are subject to foreign currency fluctuation risk. Such investments are translated into U.S. dollars at the exchange rate in effect as of the financial statement date. The Company’s share of the loss from foreign unconsolidated real estate entities is translated using the monthly-average exchange rate for the periods presented. Gains or losses resulting from the translation are classified in accumulated other comprehensive loss as a separate component of total equity and are excluded from net loss.

The Company held ownership interests in other immaterial unconsolidated joint ventures in the total of $0.2 million and $0.1 million as of September 30, 2024 and December 31, 2023, respectively.

The table below presents the combined and condensed balance sheets for the Company’s unconsolidated joint ventures:


	September 30, 2024		December 31, 2023(1)
ASSETS
Investment in real estate, net	$	1,151,886	$	1,295,449
Other assets	47,747		40,790
TOTAL ASSETS	$	1,199,633	$	1,336,239

LIABILITIES
Secured debt, net	$	478,360	$	564,949
Other liabilities	56,953		46,947
TOTAL LIABILITIES	535,313		611,896

Company’s capital(2)	201,012		225,898
Partner’s capital	463,308		498,445
TOTAL CAPITAL	664,320		724,343

TOTAL LIABILITIES AND CAPITAL	$	1,199,633	$	1,336,239

__________________

1.Includes balances related to Sunset Glenoaks Studios, which was accounted for as an equity method investment as of December 31, 2023 but was accounted for as a consolidated entity as of September 30, 2024.

2.To the extent the Company’s cost basis is different from the basis reflected at the joint venture level, the basis is amortized over the life of the related asset and is included in the loss from unconsolidated real estate entities line item on the Consolidated Statements of Operations.

The table below presents the combined and condensed statements of operations for the Company’s unconsolidated joint ventures:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
TOTAL REVENUES	$	17,010	$	18,478	$	56,075	$	56,220

TOTAL EXPENSES	32,358		22,427		86,054		67,104

NET LOSS	$	(15,348)	$	(3,949)	$	(29,979)	$	(10,884)

Deferred Leasing Costs and Intangible Assets, net and Intangible Liabilities, net

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Deferred Leasing Costs and Intangible Assets, net and Intangible Liabilities, net

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


	September 30, 2024		December 31, 2023
Deferred leasing costs and in-place lease intangibles	$	245,805	$	290,969
Accumulated amortization	(115,263)		(150,457)
Deferred leasing costs and in-place lease intangibles, net	130,542		140,512
Lease incentives	23,209		—
Accumulated amortization	(606)		—
Lease incentives, net	22,603		—
Below-market ground leases	74,930		77,943
Accumulated amortization	(20,985)		(20,733)
Below-market ground leases, net	53,945		57,210
Above-market leases	636		673
Accumulated amortization	(412)		(376)
Above-market leases, net	224		297
Customer relationships	97,900		97,900
Accumulated amortization	(36,875)		(26,363)
Customer relationships, net	61,025		71,537
Non-competition agreements	8,200		8,200
Accumulated amortization	(4,514)		(3,279)
Non-competition agreements, net	3,686		4,921
Trade name	37,200		37,200
Parking easement	15,273		15,273
DEFERRED LEASING COSTS AND INTANGIBLE ASSETS, NET	$	324,498	$	326,950

Below-market leases	$	41,557	$	58,833
Accumulated amortization	(18,678)		(31,785)
Below-market leases, net	22,879		27,048
Above-market ground leases	1,095		1,095
Accumulated amortization	(424)		(392)
Above-market ground leases, net	671		703
INTANGIBLE LIABILITIES, NET	$	23,550	$	27,751

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Deferred leasing costs and in-place lease intangibles(1)	$	(7,711)	$	(9,382)	$	(24,211)	$	(28,439)
Lease incentives(2)	$	(384)	$	—	$	(606)	$	—
Below-market ground leases(3)	$	(673)	$	(698)	$	(2,018)	$	(2,096)
Above-market leases(2)	$	(14)	$	(15)	$	(43)	$	(47)
Customer relationships(1)	$	(3,504)	$	(3,504)	$	(10,512)	$	(10,512)
Non-competition agreements(1)	$	(412)	$	(412)	$	(1,235)	$	(1,235)
Below-market leases(2)	$	1,210	$	1,540	$	3,942	$	4,811
Above-market ground leases(3)	$	11	$	11	$	32	$	32

__________________

1.Amortization is recorded in depreciation and amortization expenses on the Consolidated Statements of Operations.

2.Amortization is recorded in office rental revenues on the Consolidated Statements of Operations.

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

During the three and nine months ended September 30, 2024, the Company recorded $0.7 million of impairment charges related to the deferred leasing costs and intangible assets of certain office properties. See Note 3 for details. The impairment charges are recorded within impairment loss on the Consolidated Statements of Operations.

Receivables	9 Months Ended
Receivables	Sep. 30, 2024
Receivables [Abstract]
Receivables	Receivables The Company’s accounting policy and methodology used to estimate the allowance for doubtful accounts related to receivables are discussed in the Company’s 2023 Annual Report on Form 10-K. Accounts Receivable As of September 30, 2024, accounts receivable was $15.4 million and there was a $0.5 million allowance for doubtful accounts. As of December 31, 2023, accounts receivable was $25.0 million and there was a $0.4 million allowance for doubtful accounts. Straight-Line Rent Receivables As of September 30, 2024, straight-line rent receivables was $205.8 million and there was no allowance for doubtful accounts. As of December 31, 2023, straight-line rent receivables was $220.8 million and there was no allowance for doubtful accounts.

Prepaid Expenses and Other Assets, net

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Assets, net

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


	September 30, 2024		December 31, 2023
Non-real estate investments	$	48,496	$	48,581
Deferred tax assets, net	209		2,412
Interest rate derivative assets	1,032		6,441
Deferred financing costs, net	2,702		4,316

Prepaid property tax	3,193		2,075
Prepaid insurance	16,307		10,611


Other	23,578		19,709
PREPAID EXPENSES AND OTHER ASSETS, NET	$	95,517	$	94,145

Non-Real Estate Investments

The Company measures its investments in funds that do not have a readily determinable fair value using the Net Asset Value (“NAV”) practical expedient and uses NAV reported without adjustment unless it is aware of information indicating the NAV reported does not accurately reflect the fair value of the investment. Changes in the fair value of these non-real estate investments are included in unrealized loss on non-real estate investments on the Consolidated Statements of Operations. During the three and nine months ended September 30, 2024, the Company recognized an unrealized loss of $1.1 million and $3.0 million, respectively, on its non-real estate investments due to the changes in fair value. The Company recognized an unrealized loss of $2.2 million on its non-real estate investments due to the observable changes in fair value during the three and nine months ended September 30, 2023.

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

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


	September 30, 2024		December 31, 2023		Interest Rate(1)	Contractual Maturity Date(2)
UNSECURED AND SECURED DEBT
Unsecured debt
Unsecured revolving credit facility(3)(4)	$	295,000	$	192,000	SOFR + 1.15% to 1.60%	12/21/2026	(5)
Series B notes	259,000		259,000		4.69%	12/16/2025
Series C notes	56,000		56,000		4.79%	12/16/2027
Series D notes	150,000		150,000		3.98%	7/6/2026
3.95% Registered senior notes	400,000		400,000		3.95%	11/1/2027
4.65% Registered senior notes	500,000		500,000		4.65%	4/1/2029
3.25% Registered senior notes	400,000		400,000		3.25%	1/15/2030
5.95% Registered senior notes(6)	350,000		350,000		5.95%	2/15/2028
Total unsecured debt	2,410,000		2,307,000

Secured debt
Hollywood Media Portfolio	$	1,100,000	$	1,100,000	SOFR + 1.10%	8/9/2026	(7)
Acquired Hollywood Media Portfolio debt	(30,233)		(30,233)		SOFR + 2.11%	8/9/2026	(7)
Hollywood Media Portfolio, net(8)(9)	1,069,767		1,069,767
Element LA	168,000		168,000		4.59%	11/6/2025
1918 Eighth(10)	314,300		314,300		SOFR + 1.40%	12/18/2025
Hill7(11)	101,000		101,000		3.38%	11/6/2028
Sunset Glenoaks Studios(12)(13)	88,583		—		SOFR + 3.10%	1/9/2027	(14)
Total secured debt	1,741,650		1,653,067
Total unsecured and secured debt	4,151,650		3,960,067
Unamortized deferred financing costs/loan discounts(15)	(11,948)		(14,753)
TOTAL UNSECURED AND SECURED DEBT, NET	$	4,139,702	$	3,945,314

JOINT VENTURE PARTNER DEBT(16)	$	66,136	$	66,136	4.50%	10/9/2032	(17)

_________________

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, 2024, which may be different than the interest rates as of December 31, 2023 for corresponding indebtedness.

2.Maturity dates include the effect of extension options. The extension options are subject to certain criteria and/or lender discretion.

3.The annual facility fee rate ranges from 0.15% or 0.30% based on the operating partnership’s leverage ratio. 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, 2024, no such election had been made and the unsecured revolving credit facility bore interest at SOFR + 1.35%.

4.The Company has a total capacity of $900.0 million available under its unsecured revolving credit facility, up to $225.0 million of which can be used for borrowings in pounds sterling or Canadian dollars. Subject to the satisfaction of certain conditions and lender commitments, the operating partnership may increase the commitments held under the Fourth Amended and Restated Credit Agreement up to a total of $2.0 billion either in the form of an increase to an existing unsecured revolving credit facility or a new loan, including a term loan.

5.Includes the option to extend the initial maturity date of December 21, 2025 twice for an additional six-month term each.

6.An amount equal to the net proceeds from the 5.95% registered senior notes has been allocated to new or existing eligible green projects.

7.Includes the option to extend the initial maturity date of August 9, 2023 three times for an additional one-year term each. The first and second extension options were executed on of August 9, 2023 and June 13, 2024, respectively.

8.The Company purchased bonds comprising the loan in the amount of $30.2 million.

9.The floating interest rate on $539.0 million of principal has been capped at 6.01% through the use of an interest rate cap. The floating interest rate on $351.2 million of principal is effectively fixed at 3.31% through the use of an interest rate swap. The floating interest rate on $180.0 million of principal is effectively fixed at 4.13% through the use of an interest rate swap.

10.This loan is interest-only through its term. The floating interest rate on $141.4 million of principal has been capped at 5.00% through the use of an interest rate cap. The floating interest rate on the remaining $172.9 million of principal has been effectively fixed at 3.75% through the use of an interest rate swap.

11.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.

12.This loan has a total capacity of $100.6 million and an initial interest rate of SOFR + 3.10% per annum until the construction at Sunset Glenoaks Studios is complete and certain performance targets have been met, at which time the effective interest rate will decrease to SOFR + 2.50%. This loan is interest-only through its term. The floating interest rate on the full principal amount has been effectively capped at 4.50% through the use of an interest rate cap. The Company has provided various guarantees for this loan, including a completion guarantee, equity guarantee and recourse carve-out guarantee. The Company believes likelihood of loss relating to the completion guarantee is remote as of September 30, 2024.

13.Sunset Glenoaks Studios was consolidated as of September 30, 2024 and unconsolidated as of December 31, 2023. Therefore, the December

31, 2023 balance is reported at $0.

14.Includes the option to extend the initial maturity date of January 9, 2025 twice for an additional one-year term each.

15.Excludes deferred financing costs related to the Company’s unsecured revolving credit facility, which are reflected in prepaid expenses and other assets, net on the Consolidated Balance Sheets. Refer to Note 8 for details.

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.

17.Includes the option to extend the initial maturity date of October 9, 2028 twice for an additional two-year term each.

Current Year Activity

During the nine months ended September 30, 2024, there were $103.0 million of borrowings on the unsecured revolving credit facility, net of repayments. The Company generally uses the unsecured revolving credit facility to finance the acquisition of properties and businesses, to provide funds for tenant improvements and capital expenditures and to provide for working capital and other corporate purposes.

Indebtedness

The Company presents its financial statements on a consolidated basis. Notwithstanding such presentation, except to the extent expressly indicated, 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 provides information regarding the Company’s future minimum principal payments due on the Company’s debt (after the impact of extension options, if applicable) as of September 30, 2024:


Year	Unsecured and Secured Debt		Joint Venture Partner Debt
Remaining 2024	$	—	$	—
2025	741,300		—
2026	1,514,767		—
2027	544,583		—
2028	451,000		—
Thereafter	900,000		66,136
TOTAL	$	4,151,650	$	66,136

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 as of September 30, 2024 related to our unsecured revolving credit facility and term loans:

Covenant Ratio

Covenant Level

Actual Performance

Total liabilities to total asset value(1)

≤ 65%

48.7%

Unsecured indebtedness to unencumbered asset value(1)

≤ 65%

45.3%

Adjusted EBITDA to fixed charges

≥ 1.5x

1.7x

Secured indebtedness to total asset value

≤ 45%

21.2%

Unencumbered NOI to unsecured interest expense

≥ 2.0x

2.3x

_________________

1.Based on the provisions of the fourth quarter 2023 amendment to the unsecured revolving credit facility, the total leverage and the

unsecured leverage thresholds have been extended from 60% to 65% through December 31, 2024 (or until such time as the

private placement covenant calculations are amended to reflect the recent adjustments to the credit facility covenants, if sooner).

The following table summarizes existing covenants and their covenant levels as of September 30, 2024 related to our private placement notes:

Covenant Ratio(1)

Covenant Level

Actual Performance

Total liabilities to total asset value

≤ 60%

52.7%

Unsecured indebtedness to unencumbered asset value(2)

≤ 65%

55.8%

Adjusted EBITDA to fixed charges

≥ 1.5x

1.7x

Secured indebtedness to total asset value

≤ 45%

22.9%

Unencumbered NOI to unsecured interest expense

≥ 2.0x

2.3x

_________________

1.The covenant and actual performance metrics above represent terms and definitions reflected in the indentures governing the Series B, Series C and Series D notes.

2.Based on the provisions of the fourth quarter 2023 amendment to the unsecured revolving credit facility, the total leverage and the

unsecured leverage thresholds have been extended from 60% to 65% through December 31, 2024 (or until such time as the

private placement covenant calculations are amended to reflect the recent adjustments to the credit facility covenants, if sooner).

The following table summarizes existing covenants and their covenant levels related to the registered senior notes as of September 30, 2024:

Covenant Ratio(1)

Covenant Level

Actual Performance

Debt to total assets

≤ 60%

44.0%

Total unencumbered assets to unsecured debt

≥ 150%

263.2%

Consolidated income available for debt service to annual debt service charge

≥ 1.5x

1.7x

Secured debt to total assets

≤ 45%

19.0%

_________________

1.The covenant and actual performance metrics above represent terms and definitions reflected in the indentures governing the 3.25% Senior Notes, 3.95% Senior Notes, 4.65% Senior Notes and 5.95% Senior Notes.

The operating partnership was in compliance with its financial covenants as of September 30, 2024.

Repayment Guarantees

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

The Company and certain of its subsidiaries guarantee the operating partnership’s unsecured debt. The likelihood of loss relating to this guarantee is remote as of September 30, 2024.

Interest Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Gross interest expense(1)	$	53,539	$	57,702	$	157,272	$	165,425
Capitalized interest	(10,521)		(8,606)		(29,915)		(22,779)
Non-cash interest expense(2)	1,987		4,485		5,896		19,390
INTEREST EXPENSE	$	45,005	$	53,581	$	133,253	$	162,036

_________________

1.Includes interest on the Company’s debt and hedging activities.

2.Includes the amortization of deferred financing costs and fair market value adjustments for our mark-to-market interest rate derivatives.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Derivatives

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

The Company enters into derivatives in order to hedge interest rate risk. Derivative assets are recorded in prepaid expenses and other assets and derivative liabilities are recorded in accounts payable, accrued liabilities and other on the Consolidated Balance Sheets.

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, 2024 and December 31, 2023:


								Fair Value Assets (Liabilities)
Underlying Debt Instrument	Type of Instrument	Accounting Policy	Notional Amount		Effective Date	Maturity Date	Interest Rate	September 30, 2024		December 31, 2023
Sunset Glenoaks Studios(1)	Cap	Cash flow hedge	$	100,600	August 2022	January 2025	4.50%	$	65	$	—
1918 Eighth	Swap	Cash flow hedge	$	172,865	February 2023	October 2025	3.75%	(14)		1,075
1918 Eighth	Cap	Partial cash flow hedge(2)	$	314,300	June 2023	December 2025	5.00%	48		952
1918 Eighth	Sold cap(3)	Mark-to-market	$	172,865	June 2023	December 2025	5.00%	(26)		(520)
Hollywood Media Portfolio	Cap	Partial cash flow hedge(2)	$	1,100,000	August 2023	August 2024	5.70%	—		59
Hollywood Media Portfolio	Sold cap(3)	Mark-to-market	$	561,000	August 2023	August 2024	5.70%	—		(29)
Hollywood Media Portfolio	Swap	Cash flow hedge	$	351,186	August 2023	June 2026	3.31%	907		4,355
Hollywood Media Portfolio	Swap	Cash flow hedge	$	180,000	February 2024	August 2026	4.13%	(2,219)		—
Hollywood Media Portfolio	Cap	Partial cash flow hedge(2)	$	1,100,000	August 2024	August 2025	6.01%	12		—
Hollywood Media Portfolio	Sold cap(3)	Mark-to-market	$	561,000	August 2024	August 2025	6.01%	(6)		—
TOTAL								$	(1,233)	$	5,892

__________________

1.Sunset Glenoaks Studios was consolidated as of September 30, 2024 and unconsolidated as of December 31, 2023. Therefore, the December 31, 2023 fair value is reported at $0.

2.$141,435 and $539,000 of the notional amounts of the 1918 Eighth and Hollywood Media Portfolio caps, respectively, have been designated as effective cash flow hedges for accounting purposes. The remainder of each is accounted for under mark-to-market accounting.

3.The sold caps serve to offset the changes in fair value of the portions of the 1918 Eighth and Hollywood Media Portfolio caps that are not designated as cash flow hedges for accounting purposes.

The Company reclassifies unrealized gains and losses related to cash flow hedges into earnings in the same period during which the hedged forecasted transaction affects earnings. As of September 30, 2024, the Company expects $0.4 million of unrealized gain included in accumulated other comprehensive loss will be reclassified as a reduction to interest expense in the next 12 months.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

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”), commencing with its taxable year ended December 31, 2010. Provided that 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.

In general, 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, Ferry Building and 1918 Eighth properties, REITs) for federal income tax purposes. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements for the activities of these entities. In the case of the Bentall Centre property and the Sunset Waltham Cross Studios development, the Company owns its interest in the properties through non-U.S. entities treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes. Accordingly, a provision for foreign income taxes has been

recorded in the accompanying consolidated financial statements based on the local tax laws and regulations of the respective tax jurisdictions.

The Company has elected, together with certain of its subsidiaries, to treat each such subsidiary as a TRS for federal income tax purposes. Certain activities that the Company may undertake, such as non-customary services for the Company’s tenants and holding assets that the Company cannot hold directly, will be conducted by a TRS. A TRS is subject to federal and, where applicable, state income taxes on its net income. The Company recorded an income tax provision of $2.2 million and $2.7 million for the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2023, the Company recorded an income tax benefit of $0.4 million and a provision of $0.7 million, respectively.

Deferred tax assets and liabilities are recognized for the net tax effect of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. A valuation allowance is recognized when it is determined that it is more likely than not that a deferred tax asset will not be realized.

The following table presents the components of the deferred tax liabilities, net recognized on the Company’s Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Deferred tax assets, net(1)	$	209	$	2,412
Deferred tax liabilities, net(2)	(4,204)		(3,705)
Deferred tax liabilities, net	$	(3,995)	$	(1,293)

Total deferred tax assets(3)	$	74,237	$	54,163
Valuation allowance	(47,384)		(29,477)
Net deferred tax assets	26,853		24,686
Total deferred tax liabilities(3)	(30,848)		(25,979)
Deferred tax liabilities, net	$	(3,995)	$	(1,293)

__________________

1.Deferred tax assets, net are recorded within prepaid expenses and other assets, net on the Consolidated Balance Sheets.

2.Deferred tax liabilities, net are recorded within accounts payable, accrued liabilities and other on the Consolidated Balance Sheets.

3.Significant components of the Company’s deferred tax assets and liabilities relate to depreciation and amortization, unrealized gains and losses on non-real estate investments and net operating loss carryforwards.

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

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of September 30, 2024, the Company has not established a liability for uncertain tax positions.

The Company and certain of its TRSs file income tax returns with the U.S. federal government and various state and local jurisdictions. The Company and its TRSs are no longer subject to tax examinations by tax authorities for years prior to 2019. The Company has assessed its tax positions for all open years, which as of September 30, 2024 included 2020 to 2022 for federal purposes and 2019 to 2022 for state purposes, and concluded that there are no material uncertainties to be recognized.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Future Minimum Rents and Lease Payments

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Future Minimum Rents and Lease Payments

The Company’s properties are leased to tenants under operating leases with initial term expiration dates ranging from 2024 to 2040.

The following table summarizes the future minimum base rents (excluding tenant reimbursements for operating expenses and termination fees related to tenants exercising early termination options) for properties as of September 30, 2024:


Year	Amount
Remaining 2024	$	143,307
2025	504,795
2026	458,284
2027	401,969
2028	335,214
Thereafter	852,553
TOTAL	$	2,696,122

Operating Lease Agreements

The Company is party to long-term non-cancellable operating lease agreements in which it is a lessee, consisting of 12 ground leases, 10 sound stage leases, seven office leases and 16 other leases as of September 30, 2024. The Company’s operating lease obligations have expiration dates ranging from 2025 through 2067, including extension options which the Company is reasonably certain to exercise. Certain leases provide for variable rental payments based on third-party appraisals of fair market land value, CPI adjustments or a percentage of annual gross income. There are no notable restrictions or covenants imposed by the leases, nor guarantees of residual value.

As of September 30, 2024, the present value of the remaining contractual payments of $695.5 million under the Company’s operating lease agreements was $366.6 million. The corresponding operating lease right-of-use assets amounted to $359.3 million.

During the three and nine months ended September 30, 2024, the Company recorded $1.4 million of impairment charges related to the right-of-use assets for ground leases at certain office properties. See Note 3 for details. The impairment charges are recorded within impairment loss on the Consolidated Statements of Operations.

The following table provides information regarding the Company’s future minimum lease payments for its operating leases (including the impact of the extension options which the Company is reasonably certain to exercise) as of September 30, 2024:


Year	Lease Payments(1)
Remaining 2024	$	10,402
2025	41,662
2026	40,615
2027	38,895
2028	37,145
Thereafter	526,754
Total operating lease payments	695,473
Less: interest portion	(328,874)
PRESENT VALUE OF OPERATING LEASE LIABILITIES	$	366,599

__________________

1.Future minimum lease payments for operating leases denominated in a foreign currency are translated to U.S. dollars using the exchange rate in effect as of the financial statement date.

The following table summarizes rental expense for operating leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Variable rental expense	$	2,586	$	2,691	$	7,443	$	8,870
Minimum rental expense	$	11,507	$	11,372	$	34,140	$	33,760

Future Minimum Rents and Lease Payments

The Company’s properties are leased to tenants under operating leases with initial term expiration dates ranging from 2024 to 2040.

The following table summarizes the future minimum base rents (excluding tenant reimbursements for operating expenses and termination fees related to tenants exercising early termination options) for properties as of September 30, 2024:


Year	Amount
Remaining 2024	$	143,307
2025	504,795
2026	458,284
2027	401,969
2028	335,214
Thereafter	852,553
TOTAL	$	2,696,122

Operating Lease Agreements

The Company is party to long-term non-cancellable operating lease agreements in which it is a lessee, consisting of 12 ground leases, 10 sound stage leases, seven office leases and 16 other leases as of September 30, 2024. The Company’s operating lease obligations have expiration dates ranging from 2025 through 2067, including extension options which the Company is reasonably certain to exercise. Certain leases provide for variable rental payments based on third-party appraisals of fair market land value, CPI adjustments or a percentage of annual gross income. There are no notable restrictions or covenants imposed by the leases, nor guarantees of residual value.

As of September 30, 2024, the present value of the remaining contractual payments of $695.5 million under the Company’s operating lease agreements was $366.6 million. The corresponding operating lease right-of-use assets amounted to $359.3 million.

During the three and nine months ended September 30, 2024, the Company recorded $1.4 million of impairment charges related to the right-of-use assets for ground leases at certain office properties. See Note 3 for details. The impairment charges are recorded within impairment loss on the Consolidated Statements of Operations.

The following table provides information regarding the Company’s future minimum lease payments for its operating leases (including the impact of the extension options which the Company is reasonably certain to exercise) as of September 30, 2024:


Year	Lease Payments(1)
Remaining 2024	$	10,402
2025	41,662
2026	40,615
2027	38,895
2028	37,145
Thereafter	526,754
Total operating lease payments	695,473
Less: interest portion	(328,874)
PRESENT VALUE OF OPERATING LEASE LIABILITIES	$	366,599

__________________

1.Future minimum lease payments for operating leases denominated in a foreign currency are translated to U.S. dollars using the exchange rate in effect as of the financial statement date.

The following table summarizes rental expense for operating leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Variable rental expense	$	2,586	$	2,691	$	7,443	$	8,870
Minimum rental expense	$	11,507	$	11,372	$	34,140	$	33,760

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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.

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


	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate derivative assets(1)	$	—	$	1,032	$	—	$	1,032	$	—	$	6,441	$	—	$	6,441
Interest rate derivative liabilities(2)	$	—	$	(2,265)	$	—	$	(2,265)	$	—	$	(549)	$	—	$	(549)
Non-real estate investments measured at fair value(1)	$	—	$	—	$	—	$	—	$	1	$	—	$	—	$	1

Earnout liability(2)	$	—	$	—	$	—	$	—	$	—	$	—	$	(5,000)	$	(5,000)
Non-real estate investments measured at NAV(1)(3)	$	—	$	—	$	—	$	48,496	$	—	$	—	$	—	$	48,580

__________________

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

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

3.According to the relevant accounting standards, certain investments that are measured at fair value using the NAV practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.

Level 1 items include an investment in the common stock of a publicly traded company, which is valued on a quarterly basis using the closing stock price. Level 2 items include interest rate caps and swaps, which are valued on a quarterly basis using a linear regression model, as well as investments in preferred stock of a publicly traded company, which are valued on a quarterly basis using the closing stock price and a Black-Scholes model, respectively. Level 3 items include the earnout liability, which is valued on a quarterly basis using a probability-weighted discounted cash flow model. Inputs to the model include the discount rate and probability-weighted earnout payments based on a Monte Carlo simulation with one million trials. Fair value measurement using unobservable inputs is inherently uncertain, and a change in significant inputs could result in different fair values.

The following table summarizes changes in the carrying amount of the earnout liability during the nine months ended September 30, 2024:


Balance, December 31, 2023	$	(5,000)
Settlement	5,000
Balance, September 30, 2024	$	—

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. The fair values of debt are estimates 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 debt as of:


	September 30, 2024				December 31, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value


LIABILITIES
Unsecured debt(1)	$	2,410,000	$	2,131,471	$	2,307,000	$	1,971,410
Secured debt(1)	$	1,741,650	$	1,729,865	$	1,653,067	$	1,634,668

Consolidated joint venture partner debt	$	66,136	$	61,944	$	66,136	$	59,966

_________________

1.Amounts represent debt excluding unamortized deferred financing costs and loan discounts/premiums.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

The Company’s 2010 Incentive Plan permits the Company’s board of directors (the “Board”) to grant, among other things, restricted stock, restricted stock units, operating partnership performance units and performance-based awards. As of September 30, 2024, 2.2 million common shares were available for grant under the 2010 Plan. The calculation of shares available for grant is determined after taking into account unvested restricted stock, unvested operating partnership performance units and unvested RSUs, assuming the maximum bonus pool eligible ultimately is earned and based on a stock price of $4.78.

The Board awards restricted shares to non-employee Board members on an annual basis as part of such Board members’ annual compensation and to newly elected non-employee Board members in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter, in conjunction with the director’s election to the Board, and the individual share awards vest in equal annual installments over the applicable service vesting period, which is three years. Additionally, certain non-employee Board members elect to receive operating partnership performance units in lieu of their annual cash retainer fees. These awards are generally issued in the first quarter of the year subsequent to the year in which they were earned and are fully-vested upon their issuance.

The Board awards time-based restricted stock units, including certain restricted stock unit grants that are settled in cash, or time-based operating partnership performance units to certain employees on an annual basis as part of the employees’ annual compensation. These time-based awards are generally issued in the first or fourth quarter and vest in equal annual installments over the applicable service vesting period, which is generally three years. Additionally, certain awards are subject to a mandatory holding period upon vesting if the grantee is an executive officer. Lastly, certain employees elect to receive operating partnership performance units in lieu of their annual cash bonus. These awards are generally issued in the first quarter of the year subsequent to the year in which they were earned and are fully-vested upon their issuance.

For the years 2020 through 2023, the compensation committee of the Board (the “Compensation Committee”) adopted an annual Hudson Pacific Properties, Inc. Performance Stock Unit Plan (“PSU Plan”). Under the PSU Plan, the Compensation Committee awarded restricted stock units or performance units in the operating partnership to certain employees. Annual PSU Plan grants made prior to 2023 consist of two portions. A portion of each award, the Relative Total Shareholder Return (“TSR”) Performance Unit, is eligible to vest based on the achievement of the Company’s TSR compared to the TSR of the FTSE NAREIT All Equity REITs index over a three-year performance period, with the vesting percentage subject to certain percentage targets. The remaining portion of each award, the Operational Performance Unit, becomes eligible to vest based on the achievement of operational performance metrics over a one-year performance period and vests over three years. The number of Operational Performance Units that becomes eligible to vest based on the achievement of operational performance metrics may be adjusted based on the Company’s achievement of absolute TSR goals over a three-year performance period by applying the applicable vesting percentages. The 2023 PSU Plan grants contain only an Operational Performance Unit, which is eligible to vest based on the achievement of operational metrics over a one-year performance period and vests over three years. The number of Operational Performance Units that becomes eligible to vest based on the achievement of operational performance metrics may be adjusted based on the Company’s achievement of the Company’s TSR compared to the TSR of the FTSE NAREIT All Equity REITs index over a three-year performance period. Certain of the awards granted under the PSU Plan are subject to a two-year post-vesting restriction period, during which any awards earned may not be sold or transferred.

For 2024, the Compensation Committee adopted an annual equity award program for its top three executive officers consisting of a grant of time-based operating partnership performance units and a grant of market-based operating partnership performance units. The time-based awards vest in equal annual installments over the applicable service vesting period, which is five years. The market-based awards vest upon the satisfaction of both performance and service-based requirements. The quantity earned is based on the achievement of stock price performance hurdles over the five-year performance period commencing on the second anniversary of the grant date. The earned awards will satisfy the service-based requirement in increments of 60%, 20% and 20% on the third, fourth and fifth anniversaries of the grant date, respectively. The awards are also subject to a two-year post-vesting restriction period, during which any awards earned may not be sold or transferred.

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,
	2024		2023		2024		2023
Expensed stock compensation(1)	$	5,961	$	5,540	$	19,446	$	17,087
Capitalized stock compensation(2)	481		712		1,570		2,066
TOTAL STOCK COMPENSATION(3)	$	6,442	$	6,252	$	21,016	$	19,153

_________________

1.Amounts are recorded in general and administrative expenses, office operating expenses and studio operating expenses on the Consolidated Statements of Operations.

2.Amounts are recorded in investment in real estate, at cost on the Consolidated Balance Sheets.

3.A portion of the stock compensation expense incurred during the three and nine months ended September 30, 2024 is settled in cash and is recorded in accounts payable, accrued liabilities and other on the Consolidated Balance Sheet. The remainder of the expense is recorded in additional paid-in capital and non-controlling interest—units in the operating partnership on the Consolidated Balance Sheets.

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Hudson Pacific Properties, Inc.

The Company calculates basic earnings per share using the two-class method by dividing the net income available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Unvested time-based restricted stock awards, unvested time-based performance unit awards and unvested restricted stock units (“RSUs”) that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The Company calculates diluted earnings per share using the two-class method or the treasury stock and if-converted method, whichever results in more dilution. For the three and nine months ended September 30, 2024 and 2023, both methods of calculation yielded the same diluted earnings per share amount. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Basic and diluted net loss available to common stockholders	$	(97,918)	$	(37,597)	$	(197,147)	$	(94,188)


Denominator:
Basic weighted average common shares outstanding	141,232,361		140,937,702		141,178,912		140,957,170
Effect of dilutive instruments(1)	—		—		—		—
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	141,232,361		140,937,702		141,178,912		140,957,170
Basic earnings per common share	$	(0.69)	$	(0.27)	$	(1.40)	$	(0.67)
Diluted earnings per common share	$	(0.69)	$	(0.27)	$	(1.40)	$	(0.67)

__________________

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 or performance 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.

The operating partnership calculates basic earnings per unit using the two-class method by dividing the net income available to common unitholders for the period by the weighted average number of common units outstanding during the period. Unvested time-based restricted stock awards, unvested time-based performance unit awards and unvested RSUs that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per unit pursuant to the two-class method. The operating partnership calculates diluted earnings per unit using the two-class method or the treasury stock and if-converted method, whichever results in more dilution. For the three and nine months ended September 30, 2024 and 2023, both methods of calculation yielded the same diluted earnings per unit amount. Diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units, where such exercise or conversion would result in a lower earnings per unit amount.

The following table reconciles the numerator and denominator in computing the operating partnership’s basic and diluted earnings per unit to net loss available to common unitholders:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Basic and diluted net loss available to common unitholders	$	(100,468)	$	(38,269)	$	(202,151)	$	(95,788)
Denominator:
Basic weighted average common units outstanding	144,910,188		143,456,164		144,753,121		143,405,044
Effect of dilutive instruments(1)	—		—		—		—
DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING	144,910,188		143,456,164		144,753,121		143,405,044
Basic earnings per common unit	$	(0.69)	$	(0.27)	$	(1.40)	$	(0.67)
Diluted earnings per common unit	$	(0.69)	$	(0.27)	$	(1.40)	$	(0.67)

__________________

1.The operating partnership includes unvested awards as contingently issuable units in the computation of diluted earnings per unit once the market or performance 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.

Redeemable Non-Controlling Interest

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Redeemable Non-Controlling Interest

Redeemable Non-controlling Interest

Redeemable Preferred Units of the Operating Partnership

As of September 30, 2024 and December 31, 2023, there were 392,598 Series A preferred units of partnership interest in the operating partnership, or Series A preferred units, which are not owned by the Company.

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. The units are 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.

Redeemable Non-controlling Interest in Consolidated Real Estate Entities

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. Therefore, the non-controlling interest related to this joint venture is included as temporary equity. The put right is not currently redeemable.

The following table reconciles the beginning and ending balances of redeemable non-controlling interests:


	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	Series A Redeemable Preferred Units		Consolidated Real Estate Entity		Series A Redeemable Preferred Units		Consolidated Real Estate Entity
BEGINNING OF PERIOD	$	9,815	$	51,140	$	9,815	$	57,182

Distributions	—		—		—		(3,924)
Declared dividend	(153)		—		(459)		—
Net income (loss)	153		(968)		459		(3,086)

END OF PERIOD	$	9,815	$	50,172	$	9,815	$	50,172

Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

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


	Derivative Instruments		Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss
BALANCE AT DECEMBER 31, 2023	$	3,656	$	(3,843)	$	(187)
Unrealized gains recognized in AOCI	2,112		3,826		5,938
Reclassification from AOCI into income(1)	(8,095)		—		(8,095)
Net change in AOCI	(5,983)		3,826		(2,157)
BALANCE AT SEPTEMBER 30, 2024	$	(2,327)	$	(17)	$	(2,344)

__________________

1.The gains and losses on the Company’s derivative instruments classified as hedges are reported in interest expense on the Consolidated Statements of Operations.

The table below presents the activity related to Hudson Pacific Properties, L.P.’s AOCI:


	Derivative Instruments		Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss
BALANCE AT DECEMBER 31, 2023	$	3,813	$	(3,875)	$	(62)
Unrealized gains recognized in AOCI	2,209		4,017		6,226
Reclassification from AOCI into income(1)	(8,500)		—		(8,500)
Net change in AOCI	(6,291)		4,017		(2,274)
BALANCE AT SEPTEMBER 30, 2024	$	(2,478)	$	142	$	(2,336)

__________________

1.The gains and losses on the operating partnership’s derivative instruments classified as hedges are reported in interest expense on the Consolidated Statements of Operations.

Non-controlling Interests

Common Units in the 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 at a value equal to the then-current market value of one share of common stock. However, in lieu of such payment of cash, the Company may, at its election, issue shares of its common stock in exchange for such common units on a one-for-one basis.

Performance Units in the 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.

Ownership Interest in the Operating Partnership

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


	September 30, 2024		December 31, 2023
Company-owned common units in the operating partnership	141,232,361		141,034,806
Company’s ownership interest percentage	97.5	%	98.0	%
Non-controlling common units in the operating partnership(1)	3,677,827		2,810,433
Non-controlling ownership interest percentage	2.5	%	2.0	%

_________________

1.Represents common units held by certain of the Company’s executive officers, directors and other outside investors. As of September 30, 2024, this amount represents both common units and performance units of 550,969 and 3,126,858, respectively. As of December 31, 2023, this amount represents both common units and performance units in the amount of 550,969 and 2,259,464, respectively.

Common Stock Activity

The Company has not completed any common stock offerings during the nine months ended September 30, 2024.

The Company’s ATM program permits sales of up to $125.0 million of common stock. The Company did not utilize the ATM program during the nine months ended September 30, 2024. A cumulative total of $65.8 million has been sold as of September 30, 2024.

Share Repurchase Program

The Company is authorized to repurchase shares of its common stock up to a total of $250.0 million under the share repurchase program. The Company did not utilize the share repurchase program during the nine months ended September 30, 2024. Since commencement of the program, a cumulative total of $214.7 million has been repurchased. Share repurchases are accounted for on the trade date. The Company may make repurchases under the program at any time in its discretion, subject to market conditions, applicable legal requirements and other factors.

Series C Cumulative Redeemable Preferred Stock

Series C cumulative redeemable preferred stock relates to the 17,000,000 shares of our Series C preferred stock, $0.01 par value per share. Holders of Series C preferred stock, when and as authorized by the Board, are entitled to cumulative cash dividends at the rate of 4.750% per annum of the $25.00 per share, equivalent to $1.1875 per annum per share. Dividends are payable quarterly in arrears on or about the last day of December, March, June and September of each year. In addition to other preferential rights, the holders of Series C preferred stock are entitled to receive the liquidation preference, which is $25.00 per share, before the holders of common stock in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company’s affairs. Generally, shares of Series C preferred stock are not redeemable by the Company prior to November 16, 2026. However, upon the occurrence of a change of control, holders of the Series C preferred stock will have the right, (unless the Company has elected to redeem the Series C preferred stock) to convert into a specified number of shares of common stock.

Dividends

The Board has historically declared dividends on a quarterly basis and the Company has paid the dividends during the quarters in which the dividends were declared. Declaration of any future dividends will be determined by the Company’s Board of Directors after considering the Company’s obligations under its various financing agreements, projected taxable income, compliance with its debt covenants, long-term operating projections, expected capital requirements and the risks affecting the Company’s business. The following table summarizes dividends per share declared and paid for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Common stock(1)	$	—	$	—	$	0.10	$	0.375
Common units and vested performance units(1)	$	—	$	—	$	0.10	$	0.375
Series A preferred units	$	0.3906	$	0.3906	$	1.1718	$	1.1718
Series C preferred stock	$	0.296875	$	0.296875	$	0.890625	$	0.890625

Unvested performance units(1)(2)	$	—	$	—	$	0.01	$	0.04
Payment date	September 30, 2024		September 29, 2023		N/A		N/A
Record date	September 20, 2024		September 19, 2023		N/A		N/A

_________________

1.In September 2024, the Company suspended its quarterly common stock dividend. As a result, the common unit and performance unit dividends were also suspended.

2.Performance units are entitled to dividends equal to the common stock dividends declared by the Company. During their vesting period, unvested performance units receive 10% of the declared dividend, with the remainder payable as soon as practicable after the vesting date.

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.

- Definition

The entire disclosure for equity.

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+ Details

Segment Reporting

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Reporting

The Company’s reporting segments are based on the Company’s method of internal reporting, which classifies its operations into two reportable segments: (i) office properties and related operations and (ii) studio properties and related operations. The Company evaluates performance based upon net operating income of the segment operations. General and administrative expenses and interest expense are not included in segment profit as the Company’s 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.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Office segment
Office revenues	$	166,942	$	203,587	$	518,056	$	617,511
Office expenses	(79,502)		(80,521)		(227,753)		(231,342)
Office segment profit	87,440		123,066		290,303		386,169
Studio segment
Studio revenues	33,451		27,856		114,360		111,363
Studio expenses	(35,339)		(31,655)		(110,400)		(103,578)
Studio segment profit	(1,888)		(3,799)		3,960		7,785
TOTAL SEGMENT PROFIT	$	85,552	$	119,267	$	294,263	$	393,954

Segment revenues	$	200,393	$	231,443	$	632,416	$	728,874
Segment expenses	(114,841)		(112,176)		(338,153)		(334,920)
TOTAL SEGMENT PROFIT	$	85,552	$	119,267	$	294,263	$	393,954

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
NET LOSS	$	(107,013)	$	(35,752)	$	(207,925)	$	(82,046)
General and administrative	19,544		17,512		59,959		55,177
Depreciation and amortization	86,672		98,580		265,324		294,654
Loss from unconsolidated real estate entities	3,219		759		6,443		2,219
Fee income	(1,437)		(340)		(3,933)		(5,026)
Interest expense	45,005		53,581		133,253		162,036
Interest income	(542)		(800)		(1,975)		(1,407)
Management services reimbursement income—unconsolidated real estate entities	(989)		(1,015)		(3,187)		(3,138)
Management services expense—unconsolidated real estate entities	989		1,015		3,187		3,138
Transaction-related expenses	269		—		2,306		(1,344)
Unrealized loss on non-real estate investments	1,081		2,265		3,024		2,269

Gain on sale of real estate	—		(16,108)		—		(23,154)
Impairment loss	36,543		—		36,543		—
Gain on extinguishment of debt	—		—		—		(10,000)
Other expense (income)	28		(5)		(1,449)		(139)
Income tax provision (benefit)	2,183		(425)		2,693		715
TOTAL PROFIT FROM ALL SEGMENTS	$	85,552	$	119,267	$	294,263	$	393,954

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Employment Agreements The Company has entered into employment agreements with certain of its executive officers, effective January 1, 2020, that provide for various severance and change in control benefits and other terms and conditions of employment. Cost Reimbursements from Unconsolidated Real Estate Entities The Company is reimbursed for certain costs incurred in managing certain of its unconsolidated real estate entities. During the three and nine months ended September 30, 2024, the Company recognized $1.0 million and $3.2 million, respectively, of reimbursement income in management services reimbursement income—unconsolidated real estate entities on the Consolidated Statement of Operations. During the three and nine months ended September 30, 2023, the Company recognized $1.0 million and $3.1 million, respectively, of such reimbursement income. Related Party Leases The Company’s wholly-owned subsidiary is party to long-term operating lease agreements with an unconsolidated joint venture for office space and fitness and conference facilities. As of September 30, 2024, the Company’s right-of-use assets and lease liabilities related to these lease obligations were $5.4 million and $5.6 million, respectively, as compared to right-of-use assets and lease liabilities of $6.2 million and $6.4 million, respectively, as of December 31, 2023. During the three and nine months ended September 30, 2024, the Company recognized $0.3 million and $0.8 million, respectively, of related rental expense in management services expense—unconsolidated real estate entities on the Consolidated Statement of Operations related to these leases. During the three and nine months ended September 30, 2023, the Company recognized $0.3 million and $0.8 million, respectively, of related rental expense.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Fund Investments The Company invests in several non-real estate funds with an aggregate commitment to contribute up to $51.0 million. As of September 30, 2024, the Company has contributed $41.1 million to these funds, net of distributions, with $9.9 million remaining to be contributed. 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 position or cash flows. As of September 30, 2024, 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, 2024, the Company had $4.3 million in outstanding letters of credit under the unsecured revolving credit facility. The letters of credit are largely related to utility company security deposit requirements. Contractual Obligations The Company has entered into a number of construction agreements related to its development activities at various properties and its obligations under executed leases. As of September 30, 2024, the Company had $119.6 million in related commitments.

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

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


	Nine Months Ended September 30,
	2024		2023
Cash paid for interest, net of capitalized interest	$	129,544	$	134,478
Non-cash investing and financing activities
Accounts payable and accrued liabilities for real estate investments	$	103,969	$	116,478
Operating lease liability remeasurements	$	7,750	$	5,751
Operating lease liabilities recorded in connection with right-of-use assets	$	2,809	$	2,117
Redemption of common units in the operating partnership	$	133	$	—
Assets recognized upon consolidation of previously unconsolidated real estate entity	$	197,968	$	—
Liabilities recognized upon consolidation of previously unconsolidated real estate entity	$	86,565	$	—
Derecognition of equity method investment upon consolidation of previously unconsolidated real estate entity	$	55,593	$	—

Restricted cash primarily consists of amounts held by lenders to fund reserves such as capital improvements, taxes, insurance, debt service and operating expenditures. The following table provides a reconciliation of cash and cash equivalents and restricted cash at the beginning and end of the periods presented for Hudson Pacific Properties, Inc and Hudson Pacific Properties, L.P.:


	Nine Months Ended September 30,
	2024		2023
BEGINNING OF PERIOD
Cash and cash equivalents	$	100,391	$	255,761
Restricted cash	18,765		29,970
TOTAL	$	119,156	$	285,731

END OF PERIOD
Cash and cash equivalents	$	90,692	$	75,040
Restricted cash	23,243		19,054
TOTAL	$	113,935	$	94,094

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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.

The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements in the 2023 Annual Report on Form 10-K of Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. and the notes thereto.

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 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:

•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, 2024, the Company has determined that its operating partnership and 19 joint ventures met the definition of a VIE. 13 of these joint ventures are consolidated and six are unconsolidated.

As of September 30, 2024 and December 31, 2023, the Company has determined that its operating partnership met the definition of a VIE and is consolidated.

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

Unconsolidated Joint Ventures

As of September 30, 2024, the Company has determined it is not the primary beneficiary of six of its joint ventures that are VIEs. Due to its significant influence over the unconsolidated entities, the Company accounts for them using the equity method of accounting. Under the equity method, the Company initially records the investment at cost and subsequently adjusts for equity in earnings or losses and cash contributions and distributions.

The Company’s net equity investment in its unconsolidated joint ventures is reflected within investment in unconsolidated real estate entities on the Consolidated Balance Sheets. The Company’s share of net income or loss from the joint ventures is included within loss from unconsolidated real estate entities on the Consolidated Statements of Operations. The Company uses the cumulative earnings approach for determining cash flow presentation of distributions from unconsolidated joint ventures. Under this approach, distributions up to the amount of cumulative equity in earnings recognized are classified as cash inflows from operating activities, and those in excess of that amount are classified as cash inflows from investing activities. Refer to Note 5 for further details regarding our investments in unconsolidated joint ventures.

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 and assessing the carrying values of its real estate properties, the fair value measurement of contingent consideration, assets acquired and liabilities assumed in business combination transactions, determining the incremental borrowing rate used in the present value calculations of its new or modified operating lessee agreements, its accrued liabilities, and the valuation of 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.

Lessee Accounting

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

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Many of the Company’s lease agreements include options to extend the lease, which the Company does not include in its minimum lease terms unless the option is reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. The weighted average remaining lease term was 22 years as of September 30, 2024

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. ROU assets further include any lease payments made and exclude lease incentives. ROU assets acquired in connection with business combination transactions are also adjusted for above- and below- market lease

terms.

As the Company’s leases do not provide an implicit rate, the Company calculates the present value of lease payments using its incremental borrowing rate based on the information available at commencement date, or the date of the ASC 842 adoption. The weighted average incremental borrowing rate used to calculate the ROU assets and lease liabilities was 5.6% as of September 30, 2024.

Lessor Accounting

The presentation of revenues on the Consolidated Statements of Operations reflects a single lease component that combines rental, tenant recoveries and other tenant-related revenues for the office portfolio, with the election of the lessor practical expedient. 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 subject to ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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) other revenues (v) sale of real estate (vi) management fee income and (vii) management services reimbursement income.

Revenue Stream

Components

Financial Statement Location

Rental revenues

Office, stage 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 must-take parking revenues

Office segment: rental
Studio segment: rental and service and other revenues

Ancillary revenues

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

Studio segment: service and other revenues

Other revenues

Parking revenue that is not associated with lease agreements and other

Office and Studio segments: service and other revenues

Sale of real estate

Gains on sales derived from cash consideration less cost basis

Gain on sale of real estate

Management fee income

Income derived from management services provided to unconsolidated joint venture entities

Fee income

Management services reimbursement income

Reimbursement of costs incurred by the Company in the management of unconsolidated joint venture entities

Management services reimbursement income—unconsolidated real estate entities

The Company recognizes 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 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 include parking stipulated in lease agreements as must-take parking rentals. These revenues are recognized over the term of the lease.

Ancillary revenues, other revenues, management fee income and management services reimbursement income are accounted for under ASC 606. These revenues have single performance obligations and are recognized at the point in time when services are rendered.

In regard to sales of real estate, the Company applies certain recognition and measurement principles in accordance with ASC 606. 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 with the sold property by the seller, the seller must evaluate each promised good or service under the contract to determine whether it represents a performance obligation, constitutes a guarantee or prevents the transfer of control. The timing and pattern of revenue recognition might change as it relates to gains on sale of real estate if the sale includes continued involvement that represents a separate performance obligation.

Acquisitions

The Company applies the acquisition method for acquisitions that meet the definition of a business combination. Under the acquisition method, the Company estimates the fair value of the identifiable assets and liabilities of the acquired entity on the acquisition date. The difference between the fair value of the consideration transferred for the acquisition and the fair value of the net assets acquired is recorded as goodwill and acquisition-related expenses arising from the transaction are expensed as incurred. The Company includes the results of operations of the businesses that it acquires beginning on the acquisition date.

The Company applies a cost accumulation and allocation model to acquisitions that meet the definition of an asset acquisition. Under this model, the purchase price is allocated based on the relative fair value of the assets acquired and liabilities assumed. Additionally, acquisition-related expenses associated with an asset acquisition are capitalized as part of the purchase price.

Goodwill and Acquired Intangible Assets

Goodwill is an unidentifiable intangible asset and is recognized as a residual, generally measured as the excess of consideration transferred in a business combination over the identifiable assets acquired and liabilities assumed. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination.

The Company tests its goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill is tested for impairment at the reporting unit to which it is assigned, which can be an operating segment or one level below an operating segment. The Company has three operating segments: the management entity, Office and Studio, each of which is a reporting unit. The assessment of goodwill for impairment may initially be performed based on qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value, including goodwill. If so, a quantitative assessment is performed, and to the extent the carrying value of the reporting unit exceeds its fair value, impairment is recognized for the excess up to the amount of goodwill assigned to the reporting unit. Alternatively, the Company may bypass a qualitative assessment and proceed directly to a quantitative assessment.

A qualitative assessment considers various factors such as macroeconomic, industry and market conditions to the extent they affect the earnings performance of the reporting unit, changes in business strategy and/or management of the reporting unit, changes in composition or mix of revenues and/or cost structure of the reporting unit, financial performance and business prospects of the reporting unit, among other factors.

In a quantitative assessment, significant judgment, assumptions and estimates are applied in determining the fair value of reporting units. The Company generally uses the income approach to estimate fair value by discounting the projected net cash flows of the reporting unit, and may corroborate with market-based data where available and appropriate. Projection of future cash flows

is based upon various factors, including, but not limited to, our strategic plans in regard to our business and operations, internal forecasts, terminal year residual revenue multiples, operating profit margins, pricing of similar businesses and comparable transactions where applicable, and risk-adjusted discount rates to present value future cash flows. Given the level of sensitivity in the inputs, a change in the value of any one input, in isolation or in combination, could significantly affect the overall estimation of fair value of the reporting unit.

As of September 30, 2024 and December 31, 2023, the carrying value of goodwill was $264.1 million. Goodwill was not impaired as of September 30, 2024.

Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method, which reflects the pattern in which the assets are consumed. The estimated useful lives for acquired intangible assets range from five to seven years. The Company assesses its intangible assets with finite lives for impairment when indicators of impairment are identified.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within segment profit and loss, as well as the title and position of the CODM. The amendments are effective for the Company's annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments will require public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The amendments are effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements.

Organization (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Company's Portfolio

The following table summarizes the Company’s portfolio as of September 30, 2024:


Segments	Number of Properties	Square Feet (unaudited)
Consolidated portfolio
Office	45	13,138,404
Studio	4	1,477,412
Future development	5	1,616,242
Total consolidated portfolio	54	16,232,058
Unconsolidated portfolio(1)
Office(2)	1	1,533,492
Studio(3)	1	232,000
Future development(4)	2	1,617,347
Total unconsolidated portfolio	4	3,382,839
TOTAL	58	19,614,897

__________________

1.The Company owns 20% of the unconsolidated joint venture entity that owns the Bentall Centre property, 35% of the unconsolidated joint venture entity that owns Sunset Waltham Cross Studios and approximately 26% of the unconsolidated joint venture entity that owns the Sunset Pier 94 Studios development. The square footage shown above represents 100% of the properties.

2.Includes Bentall Centre.

3.Includes Sunset Pier 94 Studios.

4.Includes land for the Burrard Exchange and Sunset Waltham Cross Studios.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Variable Interest Entities

As of September 30, 2024, the operating partnership has determined that 13 of its joint ventures met the definition of a VIE and are consolidated:


Entity	Property	Ownership Interest
Hudson 1099 Stewart, L.P.	Hill7	55.0	%
HPP-MAC WSP, LLC	None(1)	75.0	%
Hudson One Ferry REIT, L.P.	Ferry Building	55.0	%
Sunset Bronson Entertainment Properties, LLC	Sunset Bronson Studios, ICON, CUE	51.0	%
Sunset Gower Entertainment Properties, LLC	Sunset Gower Studios	51.0	%
Sunset 1440 North Gower Street, LLC	Sunset Gower Studios	51.0	%
Sunset Las Palmas Entertainment Properties, LLC	Sunset Las Palmas Studios, Harlow	51.0	%
Sunset Services Holdings, LLC	None(2)	51.0	%
Sunset Studios Holdings, LLC	EPIC	51.0	%
Hudson Media and Entertainment Management, LLC	None(3)	51.0	%
Hudson 6040 Sunset, LLC	6040 Sunset	51.0	%
Sun Valley Peoria, LLC	Sunset Glenoaks Studios	50.0	%
Hudson 1918 Eighth, L.P.	1918 Eighth	55.0	%

__________________

1.HPP-MAC WSP, LLC owned 100% of the One Westside and Westside Two properties prior to their sale in December 2023.

2.Sunset Services Holdings, LLC wholly owns Services Holdings, LLC, which owns 100% interests in Sunset Bronson Services, LLC, Sunset Gower Services, LLC and Sunset Las Palmas Services, LLC, which provide services to Sunset Bronson Entertainment Properties, LLC, Sunset Gower Entertainment Properties, LLC and Sunset Las Palmas Entertainment Properties, LLC, respectively.

3.Hudson Media and Entertainment Management, LLC manages the following properties: Sunset Gower Studios, Sunset Bronson Studios, Sunset Las Palmas Studios, 6040 Sunset, ICON, CUE, EPIC and Harlow (collectively “Hollywood Media Portfolio”), as well as Sunset Glenoaks Studios.

The following table summarizes the Company’s investments in unconsolidated joint ventures:

Property

Property Type

Submarket

Ownership Interest

Functional Currency

Sunset Waltham Cross Studios

Development

Broxbourne, United Kingdom

35%

Pound sterling

(1)

Bentall Centre

Operating Property

Downtown Vancouver

20%

Canadian dollar

(2)(3)

Sunset Pier 94 Studios

Development

Manhattan

51%

U.S. dollar

(3)(4)

__________________

1.The Company owns 35% of the ownership interests in each of the joint venture entities that own the Sunset Waltham Cross Studios and the joint venture entities formed to serve as the general partner and management services company for the property-owning joint venture entity.

2.The Company serves as the operating member of this joint venture.

3.The Company has guaranteed the joint ventures’ outstanding indebtedness in the amount of $95.3 million at Bentall Centre and $26 thousand at Sunset Pier 94 Studios, respectively. The likelihood of loss relating to the guarantees is remote as of September 30, 2024.

4.The Company owns 51% of the ownership interests in an upper-tier joint venture entity that owns 50.1% of the ownership interests in the lower-tier joint venture entity that owns the Sunset Pier 94 Studios development. The Company’s resulting economic interest in the development is 25.6%. The Company has provided various guarantees for the lower-tier joint venture’s construction loan, including a completion guarantee, recourse guarantee and guaranty of interest and carry. The likelihood of loss relating to the completion guarantee is remote as of September 30, 2024.

Schedule of Revenue Streams

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

Revenue Stream

Components

Financial Statement Location

Rental revenues

Office, stage 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 must-take parking revenues

Office segment: rental
Studio segment: rental and service and other revenues

Ancillary revenues

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

Studio segment: service and other revenues

Other revenues

Parking revenue that is not associated with lease agreements and other

Office and Studio segments: service and other revenues

Sale of real estate

Gains on sales derived from cash consideration less cost basis

Gain on sale of real estate

Management fee income

Income derived from management services provided to unconsolidated joint venture entities

Fee income

Management services reimbursement income

Reimbursement of costs incurred by the Company in the management of unconsolidated joint venture entities

Management services reimbursement income—unconsolidated real estate entities

The following table summarizes the Company’s revenue streams that are accounted for under ASC 606 for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Ancillary revenues	$	18,434	$	13,337	$	68,821	$	61,651
Other revenues	$	4,571	$	4,302	$	13,182	$	13,643
Studio-related tenant recoveries	$	760	$	689	$	1,721	$	1,695
Management fee income	$	1,437	$	340	$	3,933	$	5,026
Management services reimbursement income	$	989	$	1,015	$	3,187	$	3,138

The following table summarizes the Company’s receivables that are accounted for under ASC 606 as of:


	September 30, 2024		December 31, 2023
Ancillary revenues	$	4,115	$	5,478
Other revenues	$	1,510	$	954

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Investment in Real Estate (Tables)

9 Months Ended

Sep. 30, 2024

Real Estate [Abstract]

Schedule of Investment in Real Estate

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


	September 30, 2024		December 31, 2023
Land	$	1,244,284	$	1,220,339
Building and improvements	6,162,832		5,969,364
Tenant improvements	734,929		818,653
Furniture and fixtures	6,118		8,609
Property under development	169,922		195,931
INVESTMENT IN REAL ESTATE, AT COST	$	8,318,085	$	8,212,896

Schedule of Dispositions of Real Estate

The following table summarizes information on dispositions completed during the nine months ended September 30, 2023. These properties were considered non-strategic to the Company’s portfolio:


Property	Segment	Date of Disposition	Square Feet (unaudited)	Sales Price(1) (in millions)		Gain on Sale(2) (in millions)
Skyway Landing	Office	2/6/2023	246,997	$	102.0	$	7.0
604 Arizona	Office	8/24/2023	44,260	$	32.5	$	10.3
3401 Exposition	Office	8/25/2023	63,376	$	40.0	$	5.8

__________________

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

2.Included within gain on sale of real estate on the Consolidated Statement of Operations.

Schedule of Held For Sale

The following table summarizes the components of assets and liabilities associated with real estate held for sale as of September 30, 2024:




Investment in real estate, net	$	31,387
Straight-line rent receivables, net	964
Deferred leasing costs and intangible assets, net	1,328
Operating lease right-of-use asset	5,991
Prepaid expenses and other assets, net	265
ASSETS ASSOCIATED WITH REAL ESTATE HELD FOR SALE	$	39,935

LIABILITIES
Accounts payable, accrued liabilities and other	$	13,284
Operating lease liabilities	16,007
Intangible liabilities, net	228
Security deposits and prepaid rent	1,545
LIABILITIES ASSOCIATED WITH REAL ESTATE HELD FOR SALE	$	31,064

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
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-Publisher FASB
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
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-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-3

+ Details

Non-Real Estate Property, Plant and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment Net

The following table summarizes the Company’s non-real estate property, plant and equipment, net as of:


	September 30, 2024		December 31, 2023
Trailers	$	75,310	$	70,462
Production equipment	38,601		37,100
Trucks and other vehicles	21,927		20,044
Leasehold improvements	19,498		15,888
Other equipment	14,484		6,959
Furniture, fixtures and equipment	5,991		6,112

Non-real estate property, plant and equipment, at cost	175,811		156,565
Accumulated depreciation	(52,853)		(37,782)
NON-REAL ESTATE PROPERTY, PLANT AND EQUIPMENT, NET	$	122,958	$	118,783

Investment in Unconsolidated Real Estate Entities (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Variable Interest Entities

As of September 30, 2024, the operating partnership has determined that 13 of its joint ventures met the definition of a VIE and are consolidated:


Entity	Property	Ownership Interest
Hudson 1099 Stewart, L.P.	Hill7	55.0	%
HPP-MAC WSP, LLC	None(1)	75.0	%
Hudson One Ferry REIT, L.P.	Ferry Building	55.0	%
Sunset Bronson Entertainment Properties, LLC	Sunset Bronson Studios, ICON, CUE	51.0	%
Sunset Gower Entertainment Properties, LLC	Sunset Gower Studios	51.0	%
Sunset 1440 North Gower Street, LLC	Sunset Gower Studios	51.0	%
Sunset Las Palmas Entertainment Properties, LLC	Sunset Las Palmas Studios, Harlow	51.0	%
Sunset Services Holdings, LLC	None(2)	51.0	%
Sunset Studios Holdings, LLC	EPIC	51.0	%
Hudson Media and Entertainment Management, LLC	None(3)	51.0	%
Hudson 6040 Sunset, LLC	6040 Sunset	51.0	%
Sun Valley Peoria, LLC	Sunset Glenoaks Studios	50.0	%
Hudson 1918 Eighth, L.P.	1918 Eighth	55.0	%

__________________

1.HPP-MAC WSP, LLC owned 100% of the One Westside and Westside Two properties prior to their sale in December 2023.

2.Sunset Services Holdings, LLC wholly owns Services Holdings, LLC, which owns 100% interests in Sunset Bronson Services, LLC, Sunset Gower Services, LLC and Sunset Las Palmas Services, LLC, which provide services to Sunset Bronson Entertainment Properties, LLC, Sunset Gower Entertainment Properties, LLC and Sunset Las Palmas Entertainment Properties, LLC, respectively.

3.Hudson Media and Entertainment Management, LLC manages the following properties: Sunset Gower Studios, Sunset Bronson Studios, Sunset Las Palmas Studios, 6040 Sunset, ICON, CUE, EPIC and Harlow (collectively “Hollywood Media Portfolio”), as well as Sunset Glenoaks Studios.

The following table summarizes the Company’s investments in unconsolidated joint ventures:

Property

Property Type

Submarket

Ownership Interest

Functional Currency

Sunset Waltham Cross Studios

Development

Broxbourne, United Kingdom

35%

Pound sterling

(1)

Bentall Centre

Operating Property

Downtown Vancouver

20%

Canadian dollar

(2)(3)

Sunset Pier 94 Studios

Development

Manhattan

51%

U.S. dollar

(3)(4)

__________________

1.The Company owns 35% of the ownership interests in each of the joint venture entities that own the Sunset Waltham Cross Studios and the joint venture entities formed to serve as the general partner and management services company for the property-owning joint venture entity.

2.The Company serves as the operating member of this joint venture.

3.The Company has guaranteed the joint ventures’ outstanding indebtedness in the amount of $95.3 million at Bentall Centre and $26 thousand at Sunset Pier 94 Studios, respectively. The likelihood of loss relating to the guarantees is remote as of September 30, 2024.

4.The Company owns 51% of the ownership interests in an upper-tier joint venture entity that owns 50.1% of the ownership interests in the lower-tier joint venture entity that owns the Sunset Pier 94 Studios development. The Company’s resulting economic interest in the development is 25.6%. The Company has provided various guarantees for the lower-tier joint venture’s construction loan, including a completion guarantee, recourse guarantee and guaranty of interest and carry. The likelihood of loss relating to the completion guarantee is remote as of September 30, 2024.

Schedule of Financial Information of Unconsolidated Real Estate Entity

The table below presents the combined and condensed balance sheets for the Company’s unconsolidated joint ventures:


	September 30, 2024		December 31, 2023(1)
ASSETS
Investment in real estate, net	$	1,151,886	$	1,295,449
Other assets	47,747		40,790
TOTAL ASSETS	$	1,199,633	$	1,336,239

LIABILITIES
Secured debt, net	$	478,360	$	564,949
Other liabilities	56,953		46,947
TOTAL LIABILITIES	535,313		611,896

Company’s capital(2)	201,012		225,898
Partner’s capital	463,308		498,445
TOTAL CAPITAL	664,320		724,343

TOTAL LIABILITIES AND CAPITAL	$	1,199,633	$	1,336,239

__________________

1.Includes balances related to Sunset Glenoaks Studios, which was accounted for as an equity method investment as of December 31, 2023 but was accounted for as a consolidated entity as of September 30, 2024.

2.To the extent the Company’s cost basis is different from the basis reflected at the joint venture level, the basis is amortized over the life of the related asset and is included in the loss from unconsolidated real estate entities line item on the Consolidated Statements of Operations.

The table below presents the combined and condensed statements of operations for the Company’s unconsolidated joint ventures:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
TOTAL REVENUES	$	17,010	$	18,478	$	56,075	$	56,220

TOTAL EXPENSES	32,358		22,427		86,054		67,104

NET LOSS	$	(15,348)	$	(3,949)	$	(29,979)	$	(10,884)

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Deferred Leasing Costs and Intangible Assets, net and Intangible Liabilities, net (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-lived Intangible Assets and Liabilities

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


	September 30, 2024		December 31, 2023
Deferred leasing costs and in-place lease intangibles	$	245,805	$	290,969
Accumulated amortization	(115,263)		(150,457)
Deferred leasing costs and in-place lease intangibles, net	130,542		140,512
Lease incentives	23,209		—
Accumulated amortization	(606)		—
Lease incentives, net	22,603		—
Below-market ground leases	74,930		77,943
Accumulated amortization	(20,985)		(20,733)
Below-market ground leases, net	53,945		57,210
Above-market leases	636		673
Accumulated amortization	(412)		(376)
Above-market leases, net	224		297
Customer relationships	97,900		97,900
Accumulated amortization	(36,875)		(26,363)
Customer relationships, net	61,025		71,537
Non-competition agreements	8,200		8,200
Accumulated amortization	(4,514)		(3,279)
Non-competition agreements, net	3,686		4,921
Trade name	37,200		37,200
Parking easement	15,273		15,273
DEFERRED LEASING COSTS AND INTANGIBLE ASSETS, NET	$	324,498	$	326,950

Below-market leases	$	41,557	$	58,833
Accumulated amortization	(18,678)		(31,785)
Below-market leases, net	22,879		27,048
Above-market ground leases	1,095		1,095
Accumulated amortization	(424)		(392)
Above-market ground leases, net	671		703
INTANGIBLE LIABILITIES, NET	$	23,550	$	27,751

Schedule of Amortization Related to Deferred Leasing Costs and Intangibles

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Deferred leasing costs and in-place lease intangibles(1)	$	(7,711)	$	(9,382)	$	(24,211)	$	(28,439)
Lease incentives(2)	$	(384)	$	—	$	(606)	$	—
Below-market ground leases(3)	$	(673)	$	(698)	$	(2,018)	$	(2,096)
Above-market leases(2)	$	(14)	$	(15)	$	(43)	$	(47)
Customer relationships(1)	$	(3,504)	$	(3,504)	$	(10,512)	$	(10,512)
Non-competition agreements(1)	$	(412)	$	(412)	$	(1,235)	$	(1,235)
Below-market leases(2)	$	1,210	$	1,540	$	3,942	$	4,811
Above-market ground leases(3)	$	11	$	11	$	32	$	32

__________________

1.Amortization is recorded in depreciation and amortization expenses on the Consolidated Statements of Operations.

2.Amortization is recorded in office rental revenues on the Consolidated Statements of Operations.

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

Prepaid Expenses and Other Assets, net (Tables)

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Assets, Net

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


	September 30, 2024		December 31, 2023
Non-real estate investments	$	48,496	$	48,581
Deferred tax assets, net	209		2,412
Interest rate derivative assets	1,032		6,441
Deferred financing costs, net	2,702		4,316

Prepaid property tax	3,193		2,075
Prepaid insurance	16,307		10,611


Other	23,578		19,709
PREPAID EXPENSES AND OTHER ASSETS, NET	$	95,517	$	94,145

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	September 30, 2024		December 31, 2023		Interest Rate(1)	Contractual Maturity Date(2)
UNSECURED AND SECURED DEBT
Unsecured debt
Unsecured revolving credit facility(3)(4)	$	295,000	$	192,000	SOFR + 1.15% to 1.60%	12/21/2026	(5)
Series B notes	259,000		259,000		4.69%	12/16/2025
Series C notes	56,000		56,000		4.79%	12/16/2027
Series D notes	150,000		150,000		3.98%	7/6/2026
3.95% Registered senior notes	400,000		400,000		3.95%	11/1/2027
4.65% Registered senior notes	500,000		500,000		4.65%	4/1/2029
3.25% Registered senior notes	400,000		400,000		3.25%	1/15/2030
5.95% Registered senior notes(6)	350,000		350,000		5.95%	2/15/2028
Total unsecured debt	2,410,000		2,307,000

Secured debt
Hollywood Media Portfolio	$	1,100,000	$	1,100,000	SOFR + 1.10%	8/9/2026	(7)
Acquired Hollywood Media Portfolio debt	(30,233)		(30,233)		SOFR + 2.11%	8/9/2026	(7)
Hollywood Media Portfolio, net(8)(9)	1,069,767		1,069,767
Element LA	168,000		168,000		4.59%	11/6/2025
1918 Eighth(10)	314,300		314,300		SOFR + 1.40%	12/18/2025
Hill7(11)	101,000		101,000		3.38%	11/6/2028
Sunset Glenoaks Studios(12)(13)	88,583		—		SOFR + 3.10%	1/9/2027	(14)
Total secured debt	1,741,650		1,653,067
Total unsecured and secured debt	4,151,650		3,960,067
Unamortized deferred financing costs/loan discounts(15)	(11,948)		(14,753)
TOTAL UNSECURED AND SECURED DEBT, NET	$	4,139,702	$	3,945,314

JOINT VENTURE PARTNER DEBT(16)	$	66,136	$	66,136	4.50%	10/9/2032	(17)