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Equity
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Equity Equity
The table below presents the activity related to Hudson Pacific Properties, Inc.’s accumulated other comprehensive (loss) income (“AOCI”):
Derivative Instruments
Currency Translation Adjustments
Total Accumulated Other Comprehensive (Loss) Income
BALANCE AT DECEMBER 31, 2022
$(1,280)$(9,992)$(11,272)
Unrealized gains recognized in AOCI17,447 199 17,646 
Reclassification from AOCI into income(1)
(2,196)— (2,196)
Net change in AOCI15,251 199 15,450 
BALANCE AT SEPTEMBER 30, 2023
$13,971 $(9,793)$4,178 
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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) Income
BALANCE AT DECEMBER 31, 2022
$(1,260)$(10,200)$(11,460)
Unrealized gains recognized in AOCI17,943 205 18,148 
Reclassification from AOCI into income(1)
(2,258)— (2,258)
Net change in AOCI15,685 205 15,890 
BALANCE AT SEPTEMBER 30, 2023
$14,425 $(9,995)$4,430 
_____________
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, 2023December 31, 2022
Company-owned common units in the operating partnership
140,937,702 141,054,478 
Company’s ownership interest percentage
98.2 %98.5 %
Non-controlling common units in the operating partnership(1)
2,518,462 2,191,842 
Non-controlling ownership interest percentage
1.8 %1.5 %
_________________ 
1.Represents common units held by certain of the Company’s executive officers, directors and other outside investors. As of September 30, 2023, this amount represents both common units and performance units of 550,969 and 1,967,493, respectively. As of December 31, 2022, this amount represents both common units and performance units in the amount of 550,969 and 1,640,873, respectively.

Common Stock Activity

The Company has not completed any common stock offerings during the three and nine months ended September 30, 2023.

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 three and nine months ended September 30, 2023. A cumulative total of $65.8 million has been sold as of September 30, 2023.

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. During the three and nine months ended September 30, 2023, the Company repurchased $0 and $1.4 million, respectively, of its common stock, before transaction costs. 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.

Accelerated Share Repurchase Agreements

On February 25, 2022, the Company entered into an uncollared accelerated share repurchase (“ASR”) agreement to purchase $100 million of its outstanding common stock. During the first quarter 2022, the Company made an initial payment of $100 million and received an initial delivery of approximately 3.3 million shares of common stock representing 85% of the total $100 million agreement based on the closing price of our common stock on the transaction date. Final settlement of the agreement occurred during the second quarter 2022 based on the daily volume-weighted average price during the measurement period, less a negotiated discount.

On February 25, 2022, the Company entered into a collared ASR agreement to purchase $100 million of its outstanding common stock. During the first quarter 2022, the Company made an initial payment of $100 million and received an initial
delivery of approximately 3.3 million shares of common stock based on an estimated cap price calculated using the daily volume-weighted average price during an initial hedge period. Final settlement of the agreement occurred during the third quarter 2022 based on the daily volume-weighted average price during the measurement period, subject to a floor and cap, less a negotiated discount.

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,
2023202220232022
Common stock(1)
$— $0.25 $0.375 $0.75 
Common units(1)
$— $0.25 $0.375 $0.75 
Series A preferred units$0.3906 $0.3906 $1.1718 $1.1718 
Series C preferred stock(2)
$0.2968750 $0.2968750 $0.8906250 $1.0390625 
Performance units(1)
$— $0.25 $0.375 $0.75 
Payment dateSeptember 29, 2023September 29, 2022N/AN/A
Record dateSeptember 19, 2023September 19, 2022N/AN/A
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1.In September 2023, the Company temporarily suspended its quarterly common stock dividend. As a result, the common unit and performance unit dividends were also suspended.
2.Dividends paid during nine months ended September 30, 2022 include a $0.2968750 per share dividend declared and paid in each of the first, second and third quarters 2022 and a $0.1484375 per share dividend declared during the fourth quarter of 2021.

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.