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Equity | 12 Months Ended
--- | ---
Dec. 31, 2023
Equity [Abstract] |
Equity | 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 AOCI
Balance at January 1, 2021 | $ | (11,378) |  |  | $ | 3,245 |  |  | $ | (8,133) |
Unrealized gain (loss) recognized in AOCI | 169 |  |  | (1,049) |  |  | (880) |
Reclassification from AOCI into income(1) | 7,252 |  |  | — |  |  | 7,252 |
Net change in AOCI | 7,421 |  |  | (1,049) |  |  | 6,372 |
Balance at December 31, 2021 | (3,957) |  |  | 2,196 |  |  | (1,761) |
Unrealized gain (loss) recognized in AOCI | 612 |  |  | (12,188) |  |  | (11,576) |
Reclassification from AOCI into income(1) | 2,065 |  |  | — |  |  | 2,065 |
Net change in AOCI | 2,677 |  |  | (12,188) |  |  | (9,511) |
Balance at December 31, 2022 | (1,280) |  |  | (9,992) |  |  | (11,272) |
Unrealized gain recognized in AOCI | 9,462 |  |  | 6,149 |  |  | 15,611 |
Reclassification from AOCI into income(1) | (4,526) |  |  | — |  |  | (4,526) |
Net change in AOCI | 4,936 |  |  | 6,149 |  |  | 11,085 |
Balance at December 31, 2023 | $ | 3,656 |  |  | $ | (3,843) |  |  | $ | (187) |
_____________ 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, LP’s AOCI:
| Derivative Instruments |  | Currency Translation Adjustments |  | Total AOCI
Balance at January 1, 2021 | $ | (11,485) |  |  | $ | 3,239 |  |  | (8,246) |
Unrealized gain (loss) recognized in AOCI | 171 |  |  | (1,064) |  |  | (893) |
Reclassification from AOCI into income(1) | 7,360 |  |  | — |  |  | 7,360 |
Net change in AOCI | 7,531 |  |  | (1,064) |  |  | 6,467 |
Balance at December 31, 2021 | (3,954) |  |  | 2,175 |  |  | (1,779) |
Unrealized gain (loss) recognized in AOCI | 597 |  |  | (12,375) |  |  | (11,778) |
Reclassification from AOCI into income(1) | 2,097 |  |  | — |  |  | 2,097 |
Net change in AOCI | 2,694 |  |  | (12,375) |  |  | (9,681) |
Balance at December 31, 2022 | (1,260) |  |  | (10,200) |  |  | (11,460) |
Unrealized gain recognized in AOCI | 9,729 |  |  | 6,325 |  |  | 16,054 |
Reclassification from AOCI into income(1) | (4,656) |  |  | — |  |  | (4,656) |
Net change in AOCI | 5,073 |  |  | 6,325 |  |  | 11,398 |
Balance at December 31, 2023 | 3,813 |  |  | (3,875) |  |  | $ | (62) |
_____________ 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. 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:
|  | December 31, 2023 |  | December 31, 2022 |  | December 31, 2021
Company-owned common units in the operating partnership |  | 141,034,806 |  |  | 141,054,478 |  |  | 151,124,543 |
Company’s ownership interest percentage |  | 98.0 | % |  | 98.5 | % |  | 98.8 | %
Non-controlling common units in the operating partnership(1) |  | 2,810,433 |  |  | 2,191,842 |  |  | 1,842,898 |
Non-controlling ownership interest percentage |  | 2.0 | % |  | 1.5 | % |  | 1.2 | %
_________________ 1.Represents common units held by certain of the Company’s executive officers, directors and other outside investors. As of December 31, 2023, this amount represents both common units and performance units of 550,969 and 2,259,464, respectively. As of December 31, 2022, this amount represents both common units and performance units of 550,969 and 1,640,873, respectively. As of December 31, 2021, this amount represents both common units and performance units of 550,969 and 1,291,929, respectively. During the years ended December 31, 2023, 2022 and 2021, 618,591, 348,944 and 521,815 performance units, respectively, vested related to various performance-based awards to our employees and directors. Common Stock Activity The Company has not completed any common stock offerings during the years ended December 31, 2023, 2022 and 2021. The Company’s ATM program permits sales of up to $125.0 million of common stock. A cumulative total of $65.8 million has been sold as of December 31, 2023. The Company did not utilize the ATM program during the years ended December 31, 2023 and 2022. During the year ended December 31, 2021, the Company utilized the ATM program and sold 1,526,163 shares of common stock at sale prices ranging from $29.53 to $30.17 per share for total proceeds of $45.7 million, before transaction costs. 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 year ended December 31, 2023, the Company repurchased 0.2 million shares of its common stock at a weighted average price of $7.33 per share for $1.4 million, before transaction costs. During the year ended December 31, 2022, the Company repurchased 2.1 million shares of its common stock at a weighted average price of $17.65 per share for $37.2 million, before transaction costs. During the year ended December 31, 2021, the Company repurchased 1.9 million shares of its common stock at a weighted average price of $23.82 per share for $46.1 million, before transaction costs. Since the commencement of the program through December 31, 2023, a cumulative total of $214.7 million had been repurchased. Share repurchases are accounted for on the trade date. The Company may make repurchases under the program at any time in its discretion, subject to market conditions, applicable legal requirements and other factors. 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. At the conclusion of the ASR program in July 2022, a total of 8.1 million shares had been repurchased at an average price of $24.60. 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 of directors of the Company, 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. A complete description of the Series C preferred stock is contained in the Articles Supplementary which is included as Exhibit 3.7 to this Current Report on Form 10-K. 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:
| For the Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Common stock(1) | $ | 0.375 |  |  | $ | 1.00 |  |  | $ | 1.00 |
Common units(1) | $ | 0.375 |  |  | $ | 1.00 |  |  | $ | 1.00 |
Series A preferred units | $ | 1.5625 |  |  | $ | 1.5625 |  |  | $ | 1.5625 |
Series C preferred stock(2) | $ | 1.1875 |  |  | $ | 1.3359 |  |  | $ | — |
_________________ 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 the year ended December 31, 2022 include a $0.2968750 per share dividend declared and paid in each of the first, second, third and fourth quarters of 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. The Company’s dividends related to its common stock will be classified for U.S. federal income tax purposes as follows (unaudited):
|  |  |  | Dividends |  | Capital Gains |  | Section 897 |  |
Record Date | Payment Date | Distribution Per Share |  | Total | Qualified |  | Total | Unrecaptured Section 1250 |  | Ordinary Dividends | Capital Gains |  | Return of Capital
3/20/2023 | 3/30/2023 | $ | 0.250000 |  |  | $ | 0.000000 |  | $ | 0.000000 |  |  | $ | 0.250000 |  | $ | 0.115922 |  |  | $ | 0.000000 |  | $ | 0.250000 |  |  | $ | 0.000000 |
6/20/2023 | 6/30/2023 | 0.125000 |  |  | 0.000000 |  | 0.000000 |  |  | 0.125000 |  | 0.057961 |  |  | 0.000000 |  | 0.125000 |  |  | 0.000000 |
| TOTALS | $ | 0.375000 |  |  | $ | 0.000000 |  | $ | 0.000000 |  |  | $ | 0.375000 |  | $ | 0.173883 |  |  | $ | 0.000000 |  | $ | 0.375000 |  |  | $ | 0.000000 |
|  | 100.00 | % |  | 0.00 | % | 0.00 | % |  | 100.00 | % | 46.37 | % |  | 0.00 | % | 100.00 | % |  | 0.00 | %
The Company’s dividends related to its 4.750% series C preferred stock will be classified for U.S. federal income tax purposes as follows (unaudited):
|  |  |  | Dividends |  | Capital Gains |  | Section 897 |  |
Record Date | Payment Date | Distribution Per Share |  | Total | Qualified |  | Total | Unrecaptured Section 1250 |  | Ordinary Dividends | Capital Gains |  | Return of Capital
3/20/2023 | 3/30/2023 | $ | 0.296875 |  |  | $ | 0.000000 |  | $ | 0.000000 |  |  | $ | 0.296875 |  | $ | 0.137658 |  |  | $ | 0.000000 |  | $ | 0.296875 |  |  | $ | 0.000000 |
6/20/2023 | 6/30/2023 | 0.296875 |  |  | 0.000000 |  | 0.000000 |  |  | 0.296875 |  | 0.137658 |  |  | 0.000000 |  | 0.296875 |  |  | 0.000000 |
9/19/2023 | 9/29/2023 | 0.296875 |  |  | 0.000000 |  | 0.000000 |  |  | 0.296875 |  | 0.137658 |  |  | 0.000000 |  | 0.296875 |  |  | 0.000000 |
12/18/2023 | 12/28/2023 | 0.296875 |  |  | 0.000000 |  | 0.000000 |  |  | 0.296875 |  | 0.137658 |  |  | 0.000000 |  | 0.296875 |  |  | 0.000000 |
| TOTALS | $ | 1.187500 |  |  | $ | 0.000000 |  | $ | 0.000000 |  |  | $ | 1.187500 |  | $ | 0.550632 |  |  | $ | 0.000000 |  | $ | 1.187500 |  |  | $ | 0.000000 |
|  | 100.00 | % |  | 0.00 | % | 0.00 | % |  | 100.00 | % | 46.37 | % |  | 0.00 | % | 100.00 | % |  | 0.00 | %

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