These terms and conditions govern your use of the website alphaminr.com and its related
services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr,
(“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms
include the provisions in this document as well as those in the Privacy Policy. These terms may
be modified at any time.
Subscription
Your subscription will be on a month to month basis and automatically renew every month. You may
terminate your subscription at any time through your account.
Fees
We will provide you with advance notice of any change in fees.
Usage
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Limitation of Liability
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The
service is provided “As is”. The materials and information accessible through the Service are
solely for informational purposes. While we strive to provide good information and data, we make
no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO
YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY
OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR
(2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE
CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR
CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision
shall not affect the validity or enforceability of the remaining provisions herein.
Privacy Policy
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal
information when we provide our service (“Service”). This Privacy Policy explains how
information is collected about you either directly or indirectly. By using our service, you
acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy
Policy, please do not use our Service. You should contact us if you have questions about it. We
may modify this Privacy Policy periodically.
Personal Information
When you register for our Service, we collect information from you such as your name, email
address and credit card information.
Usage
Like many other websites we use “cookies”, which are small text files that are stored on your
computer or other device that record your preferences and actions, including how you use the
website. You can set your browser or device to refuse all cookies or to alert you when a cookie
is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not
function properly. We collect information when you use our Service. This includes which pages
you visit.
Sharing of Personal Information
We use Google Analytics and we use Stripe for payment processing. We will not share the
information we collect with third parties for promotional purposes.
We may share personal information with law enforcement as required or permitted by law.
(Exact name of registrant as specified in its charter)
Kilroy Realty Corporation
Maryland
95-4598246
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Kilroy Realty, L.P.
Delaware
95-4612685
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
12200 W. Olympic Boulevard
,
Suite 200
,
Los Angeles
,
California
,
90064
(Address of principal executive offices) (Zip Code)
(
310
)
481-8400
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Name of each exchange on which registered
Ticker Symbol
Kilroy Realty Corporation
Common Stock, $.01 par value
New York Stock Exchange
KRC
Securities registered pursuant to Section 12(g) of the Act:
Registrant
Title of each class
Kilroy Realty, L.P.
Common Units Representing Limited Partnership Interests
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Kilroy Realty Corporation
Yes
☑
No
☐
Kilroy Realty, L.P.
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Kilroy Realty Corporation
Yes
☑
No
☐
Kilroy Realty, L.P.
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Kilroy Realty Corporation
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Kilroy Realty, L.P.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☑
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Kilroy Realty Corporation Yes
☐
No
☑
Kilroy Realty, L.P. Yes
☐
No
☑
As of July 25, 2025,
118,294,328
shares of Kilroy Realty Corporation common stock, par value $.01 per share, were outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2025 of Kilroy Realty Corporation and Kilroy Realty, L.P. Unless stated otherwise or the context otherwise requires, references to “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” mean Kilroy Realty Corporation, a Maryland corporation, and its controlled and consolidated subsidiaries, and references to “Kilroy Realty, L.P.” or the “Operating Partnership” mean Kilroy Realty, L.P., a Delaware limited partnership and its controlled and consolidated subsidiaries.
The Company is a real estate investment trust, or REIT, and the general partner of the Operating Partnership. As of June 30, 2025, the Company owned an approximate 99.0% common general partnership interest in the Operating Partnership. The remaining approximate 1.0% common limited partnership interests are owned by non-affiliated investors. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership’s day-to-day management and control and can cause it to enter into certain major transactions, including acquisitions, dispositions, and refinancings and cause changes in its line of business, capital structure, and distribution policies.
There are a few differences between the Company and the Operating Partnership that are reflected in the disclosures in this Form 10-Q. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The Company is a REIT, the only material asset of which is the partnership interests it holds in the Operating Partnership. As a result, the Company generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. The Company itself is not directly obligated under any indebtedness, but generally guarantees all of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company either directly or through its subsidiaries, conducts the operations of the Company’s business, and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Company, which the Company generally contributes to the Operating Partnership in exchange for units of partnership interest, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness, or through the issuance of units of partnership interest.
Noncontrolling interests, stockholders’ equity, and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The common limited partnership interests in the Operating Partnership are accounted for as partners’ capital in the Operating Partnership’s financial statements and, to the extent not held by the Company, as noncontrolling interests in the Company’s financial statements. The differences between stockholders’ equity, partners’ capital, and noncontrolling interests result from the differences in the equity issued by the Company and the Operating Partnership.
We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:
•
Combined reports better reflect how management and the analyst community view the business as a single operating unit;
•
Combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;
•
Combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort, and expense; and
•
Combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
•
consolidated financial statements;
•
the following notes to the consolidated financial statements:
◦
Note 11, Net Income Available to Common Stockholders Per Share of the Company;
◦
Note 12, Net Income Available to Common Unitholders Per Unit of the Operating Partnership;
◦
Note 13, Supplemental Cash Flows Information of the Company; and
◦
Note 14, Supplemental Cash Flows Information of the Operating Partnership;
i
•
“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
◦
—Liquidity and Capital Resources of the Company;” and
◦
—Liquidity and Capital Resources of the Operating Partnership.”
This report also includes separate sections under “Part I – Financial Information, Item 4. Controls and Procedures” and separate Exhibit 31 and Exhibit 32 certifications for the Company and the Operating Partnership to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.
Available Information
We use our website (www.kilroyrealty.com) as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings, and public conference calls and webcasts. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.
ii
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
QUARTERLY REPORT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) OF KILROY REALTY CORPORATION
KILROY REALTY CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except share data)
June 30, 2025
December 31, 2024
ASSETS
REAL ESTATE ASSETS:
Land and improvements
$
1,627,754
$
1,750,820
Buildings and improvements
8,427,405
8,598,751
Undeveloped land and construction in progress
2,364,938
2,309,624
Total real estate assets held for investment
12,420,097
12,659,195
Accumulated depreciation and amortization
(
2,877,165
)
(
2,824,616
)
Total real estate assets held for investment, net
9,542,932
9,834,579
REAL ESTATE AND OTHER ASSETS HELD FOR SALE, NET (Note 2)
255,795
—
CASH AND CASH EQUIVALENTS (Note 13)
193,129
165,690
MARKETABLE SECURITIES (Note 10)
31,629
27,965
CURRENT RECEIVABLES, NET
11,718
11,033
DEFERRED RENT RECEIVABLES, NET
436,964
451,996
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET
208,266
225,937
RIGHT OF USE GROUND LEASE ASSETS
128,674
129,222
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 3)
58,725
51,935
TOTAL ASSETS
$
10,867,832
$
10,898,357
LIABILITIES AND EQUITY
LIABILITIES:
Secured debt, net (Notes 4 and 10)
$
595,212
$
598,199
Unsecured debt, net (Notes 4 and 10)
4,002,507
3,999,566
Accounts payable, accrued expenses, and other liabilities
273,600
285,011
Ground lease liabilities
128,030
128,422
Accrued dividends and distributions
64,985
64,850
Deferred revenue and acquisition-related intangible liabilities, net
131,606
142,437
Rents received in advance and tenant security deposits
73,561
71,003
Liabilities related to real estate assets held for sale (Note 2)
4,887
—
Total liabilities
5,274,388
5,289,488
COMMITMENTS AND CONTINGENCIES (Note 9)
EQUITY:
Stockholders’ Equity (Note 5):
Common stock, $
.01
par value,
280,000,000
shares authorized,
118,294,328
and
118,046,674
shares issued and outstanding
1,183
1,181
Additional paid-in capital
5,216,320
5,209,653
Retained earnings
148,952
171,212
Total stockholders’ equity
5,366,455
5,382,046
Noncontrolling Interests (Notes 1 and 6):
Common units of the Operating Partnership
52,192
52,472
Noncontrolling interests in consolidated property partnerships
174,797
174,351
Total noncontrolling interests
226,989
226,823
Total equity
5,593,444
5,608,869
TOTAL LIABILITIES AND EQUITY
$
10,867,832
$
10,898,357
See accompanying notes to consolidated financial statements.
1
KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share and per share data)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
REVENUES
Rental income (Note 8)
$
285,071
$
275,919
$
551,315
$
550,809
Other property income
4,821
4,812
9,421
8,503
Total revenues
289,892
280,731
560,736
559,312
EXPENSES
Property expenses
58,575
59,279
117,289
116,599
Real estate taxes
26,765
29,009
55,130
58,248
Ground leases
3,019
2,996
6,039
5,748
General and administrative expenses (Note 7)
18,475
18,824
35,376
36,116
Leasing costs
2,277
2,119
5,150
4,398
Depreciation and amortization
87,625
87,151
174,744
175,182
Total expenses
196,736
199,378
393,728
396,291
OTHER INCOME (EXPENSES)
Interest income
512
10,084
1,646
23,274
Interest expense (Note 4)
(
30,844
)
(
36,763
)
(
61,992
)
(
75,634
)
Other income (expense) (Note 1)
190
(
127
)
33
(
414
)
Gain on sale of depreciable operating property (Note 2)
16,554
—
16,554
—
Total other expenses
(
13,588
)
(
26,806
)
(
43,759
)
(
52,774
)
NET INCOME
79,568
54,547
123,249
110,247
Net income attributable to noncontrolling common units of the Operating Partnership
(
663
)
(
458
)
(
1,038
)
(
960
)
Net income attributable to noncontrolling interests in consolidated property partnerships
(
10,456
)
(
4,878
)
(
14,754
)
(
10,156
)
Total income attributable to noncontrolling interests
(
11,119
)
(
5,336
)
(
15,792
)
(
11,116
)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
$
68,449
$
49,211
$
107,457
$
99,131
Net income available to common stockholders per share – basic (Note 11)
$
0.58
$
0.41
$
0.91
$
0.83
Net income available to common stockholders per share – diluted (Note 11)
$
0.57
$
0.41
$
0.90
$
0.83
Weighted average shares of common stock outstanding – basic (Note 11)
118,285,328
117,375,262
118,240,208
117,356,464
Weighted average shares of common stock outstanding – diluted (Note 11)
118,683,337
117,663,190
118,673,935
117,810,298
See accompanying notes to consolidated financial statements.
2
KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited; in thousands, except share and per share/unit data)
Common Stock
Total
Stock-
holders’
Equity
Noncontrolling Interests
Total
Equity
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Retained Earnings
BALANCE AS OF DECEMBER 31, 2024
118,046,674
$
1,181
$
5,209,653
$
171,212
$
5,382,046
$
226,823
$
5,608,869
Net income
39,008
39,008
4,673
43,681
Issuance of share-based compensation awards
1,476
1,476
1,476
Non-cash amortization of share-based compensation (Note 7)
5,176
5,176
5,176
Settlement of restricted stock units for shares of common stock
377,801
4
(
4
)
—
—
Repurchase of common stock and restricted stock units
(
155,716
)
(
2
)
(
6,007
)
(
6,009
)
(
6,009
)
Distributions to noncontrolling interests in consolidated property partnerships
—
(
7,234
)
(
7,234
)
Adjustment for noncontrolling interest
121
121
(
121
)
—
Dividends declared per share of common stock and common unit ($
0.54
per share/unit)
(
65,353
)
(
65,353
)
(
621
)
(
65,974
)
BALANCE AS OF MARCH 31, 2025
118,268,759
1,183
5,210,415
144,867
5,356,465
223,520
5,579,985
Net income
68,449
68,449
11,119
79,568
Issuance of share-based compensation awards
477
477
477
Non-cash amortization of share-based compensation (Note 7)
5,670
5,670
5,670
Settlement of restricted stock units for shares of common stock
31,774
—
—
—
—
Repurchase of common stock and restricted stock units
(
6,205
)
—
(
197
)
(
197
)
(
197
)
Distributions to noncontrolling interests in consolidated property partnerships
—
(
7,074
)
(
7,074
)
Adjustment for noncontrolling interest
(
45
)
(
45
)
45
—
Dividends declared per common share and common unit ($
0.54
per share/unit)
(
64,364
)
(
64,364
)
(
621
)
(
64,985
)
BALANCE AS OF JUNE 30, 2025
118,294,328
$
1,183
$
5,216,320
$
148,952
$
5,366,455
$
226,989
$
5,593,444
3
Common Stock
Total
Stock-
holders’
Equity
Noncontrolling Interests
Total
Equity
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Retained Earnings
BALANCE AS OF DECEMBER 31, 2023
117,239,558
$
1,173
$
5,205,839
$
221,149
$
5,428,161
$
231,532
$
5,659,693
Net income
49,920
49,920
5,780
55,700
Issuance of share-based compensation awards
4,017
4,017
4,017
Non-cash amortization of share-based compensation
4,727
4,727
4,727
Settlement of restricted stock units for shares of common stock
217,496
2
(
2
)
—
—
Repurchase of common stock and restricted stock units
(
90,649
)
(
1
)
(
5,897
)
(
5,898
)
(
5,898
)
Distributions to noncontrolling interests in consolidated property partnerships
—
(
6,898
)
(
6,898
)
Adjustment for noncontrolling interest
69
69
(
69
)
—
Dividends declared per share of common stock and common unit ($
0.54
per share/unit)
(
67,989
)
(
67,989
)
(
621
)
(
68,610
)
BALANCE AS OF MARCH 31, 2024
117,366,405
1,174
5,208,753
203,080
5,413,007
229,724
5,642,731
Net income
49,211
49,211
5,336
54,547
Issuance of share-based compensation awards
1,085
1,085
1,085
Non-cash amortization of share-based compensation
6,942
6,942
6,942
Settlement of restricted stock units for shares of common stock
19,395
—
—
—
—
Repurchase of common stock and restricted stock units
(
569
)
—
(
20
)
(
20
)
(
20
)
Distributions to noncontrolling interests in consolidated property partnerships
—
(
5,911
)
(
5,911
)
Adjustment for noncontrolling interest
(
61
)
(
61
)
61
—
Dividends declared per common share and common unit ($
0.54
per share/unit)
(
64,495
)
(
64,495
)
(
621
)
(
65,116
)
BALANCE AS OF JUNE 30, 2024
117,385,231
$
1,174
$
5,216,699
$
187,796
$
5,405,669
$
228,589
$
5,634,258
See accompanying notes to consolidated financial statements.
4
KILROY REALTY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(
Unaudited; in thousands)
Six Months Ended June 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
123,249
$
110,247
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs
171,978
172,049
Depreciation of non-real estate furniture, fixtures, and equipment
2,766
3,133
Revenues deemed uncollectible
820
3,889
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements
(
7,458
)
(
9,327
)
Straight-line rents, net
7,967
(
2,755
)
Non-cash amortization of net below market rents
(
1,691
)
(
1,790
)
Non-cash amortization of deferred financing costs and debt discounts
2,397
3,317
Non-cash amortization of share-based compensation awards
8,509
8,691
Amortization of right of use ground lease assets
548
528
Gain on sale of depreciable operating property
(
16,554
)
—
Net change in other operating assets
(
15,347
)
(
13,097
)
Net change in other operating liabilities
3,483
(
18,323
)
Net cash provided by operating activities
280,667
256,562
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for development and redevelopment properties and undeveloped land
(
81,743
)
(
180,571
)
Expenditures for operating properties and other capital assets
(
46,621
)
(
35,195
)
Net proceeds received from dispositions (Note 2)
28,021
—
Maturity of certificates of deposit
—
256,581
Net cash (used in) provided by investing activities
(
100,343
)
40,815
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interests in consolidated property partnerships
(
14,324
)
(
12,825
)
Dividends and distributions paid to common stockholders and common unitholders
(
128,855
)
(
127,930
)
Repurchase of common stock and restricted stock units
(
6,206
)
(
5,918
)
Financing costs
(
407
)
(
17,517
)
Principal payments and repayments of secured debt
(
3,093
)
(
2,973
)
Proceeds from the issuance of unsecured debt
—
395,516
Repayments of unsecured debt
—
(
200,000
)
Net cash (used in) provided by financing activities
(
152,885
)
28,353
Net increase in cash and cash equivalents and restricted cash
27,439
325,730
Cash and cash equivalents and restricted cash, beginning of period
165,690
510,163
Cash and cash equivalents and restricted cash, end of period
$
193,129
$
835,893
See accompanying notes to consolidated financial statements.
5
ITEM 1: FINANCIAL STATEMENTS (UNAUDITED) OF KILROY REALTY, L.P.
KILROY REALTY, L.P.
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except unit data)
June 30, 2025
December 31, 2024
ASSETS
REAL ESTATE ASSETS:
Land and improvements
$
1,627,754
$
1,750,820
Buildings and improvements
8,427,405
8,598,751
Undeveloped land and construction in progress
2,364,938
2,309,624
Total real estate assets held for investment
12,420,097
12,659,195
Accumulated depreciation and amortization
(
2,877,165
)
(
2,824,616
)
Total real estate assets held for investment, net
9,542,932
9,834,579
REAL ESTATE AND OTHER ASSETS HELD FOR SALE, NET (Note 2)
255,795
—
CASH AND CASH EQUIVALENTS (Note 14)
193,129
165,690
MARKETABLE SECURITIES (Note 10)
31,629
27,965
CURRENT RECEIVABLES, NET
11,718
11,033
DEFERRED RENT RECEIVABLES, NET
436,964
451,996
DEFERRED LEASING COSTS AND ACQUISITION-RELATED INTANGIBLE ASSETS, NET
208,266
225,937
RIGHT OF USE GROUND LEASE ASSETS
128,674
129,222
PREPAID EXPENSES AND OTHER ASSETS, NET (Note 3)
58,725
51,935
TOTAL ASSETS
$
10,867,832
$
10,898,357
LIABILITIES AND CAPITAL
LIABILITIES:
Secured debt, net (Notes 4 and 10)
$
595,212
$
598,199
Unsecured debt, net (Notes 4 and 10)
4,002,507
3,999,566
Accounts payable, accrued expenses, and other liabilities
273,600
285,011
Ground lease liabilities
128,030
128,422
Accrued distributions
64,985
64,850
Deferred revenue and acquisition-related intangible liabilities, net
131,606
142,437
Rents received in advance and tenant security deposits
73,561
71,003
Liabilities related to real estate assets held for sale (Note 2)
4,887
—
Total liabilities
5,274,388
5,289,488
COMMITMENTS AND CONTINGENCIES (Note 9)
CAPITAL:
Partner's Capital - Common units,
118,294,328
and
118,046,674
held by the general partner and
1,150,574
held by common limited partners issued and outstanding
5,418,647
5,434,518
Noncontrolling interests in consolidated property partnerships (Note 1)
174,797
174,351
Total capital
5,593,444
5,608,869
TOTAL LIABILITIES AND CAPITAL
$
10,867,832
$
10,898,357
See accompanying notes to consolidated financial statements.
6
KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(
Unaudited; in thousands, except unit and per unit data)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
REVENUES
Rental income (Note 8)
$
285,071
$
275,919
$
551,315
$
550,809
Other property income
4,821
4,812
9,421
8,503
Total revenues
289,892
280,731
560,736
559,312
EXPENSES
Property expenses
58,575
59,279
117,289
116,599
Real estate taxes
26,765
29,009
55,130
58,248
Ground leases
3,019
2,996
6,039
5,748
General and administrative expenses (Note 7)
18,475
18,824
35,376
36,116
Leasing costs
2,277
2,119
5,150
4,398
Depreciation and amortization
87,625
87,151
174,744
175,182
Total expenses
196,736
199,378
393,728
396,291
OTHER INCOME (EXPENSES)
Interest income
512
10,084
1,646
23,274
Interest expense (Note 4)
(
30,844
)
(
36,763
)
(
61,992
)
(
75,634
)
Other income (expense) (Note 1)
190
(
127
)
33
(
414
)
Gain on sale of depreciable operating property (Note 2)
16,554
—
16,554
—
Total other expenses
(
13,588
)
(
26,806
)
(
43,759
)
(
52,774
)
NET INCOME
79,568
54,547
123,249
110,247
Net income attributable to noncontrolling interests in consolidated property partnerships
(
10,456
)
(
4,878
)
(
14,754
)
(
10,156
)
NET INCOME AVAILABLE TO COMMON UNITHOLDERS
$
69,112
$
49,669
$
108,495
$
100,091
Net income available to common unitholders per unit – basic (Note 12)
$
0.58
$
0.41
$
0.91
$
0.83
Net income available to common unitholders per unit – diluted (Note 12)
$
0.57
$
0.41
$
0.90
$
0.83
Weighted average common units outstanding – basic (Note 12)
119,435,902
118,525,836
119,390,782
118,507,038
Weighted average common units outstanding – diluted (Note 12)
119,833,911
118,813,764
119,824,509
118,960,872
See accompanying notes to consolidated financial statements.
7
KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF CAPITAL
(Unaudited; in thousands, except unit and per unit data)
Partners’ Capital
Noncontrolling
Interests in
Consolidated
Property
Partnerships
Number of
Common
Units
Common
Units
Total
Capital
BALANCE AS OF DECEMBER 31, 2024
119,197,248
$
5,434,518
$
174,351
$
5,608,869
Net income
39,383
4,298
43,681
Issuance of share-based compensation awards
1,476
1,476
Non-cash amortization of share-based compensation (Note 7)
5,176
5,176
Settlement of restricted stock units
377,801
—
—
Repurchase of common units and restricted stock units
(
155,716
)
(
6,009
)
(
6,009
)
Distributions to noncontrolling interests in consolidated property partnerships
(
7,234
)
(
7,234
)
Distributions declared per common unit ($
0.54
per unit)
(
65,974
)
(
65,974
)
BALANCE AS OF MARCH 31, 2025
119,419,333
5,408,570
171,415
5,579,985
Net income
69,112
10,456
79,568
Issuance of share-based compensation awards
477
477
Non-cash amortization of share-based compensation (Note 7)
5,670
5,670
Settlement of restricted stock units
31,774
—
—
Repurchase of common units and restricted stock units
(
6,205
)
(
197
)
(
197
)
Contributions from noncontrolling interests in consolidated property partnerships
—
Distributions to noncontrolling interests in consolidated property partnerships
(
7,074
)
(
7,074
)
Distributions declared per common unit ($
0.54
per unit)
(
64,985
)
(
64,985
)
BALANCE AS OF JUNE 30, 2025
119,444,902
$
5,418,647
$
174,797
$
5,593,444
Partners’ Capital
Noncontrolling
Interests in
Consolidated
Property
Partnerships
Total
Capital
Number of
Common
Units
Common
Units
BALANCE AS OF DECEMBER 31, 2023
118,390,132
$
5,481,436
$
178,257
$
5,659,693
Net income
50,422
5,278
55,700
Issuance of share-based compensation awards
4,017
4,017
Non-cash amortization of share-based compensation
4,727
4,727
Settlement of restricted stock units
217,496
—
—
Repurchase of common units and restricted stock units
(
90,649
)
(
5,898
)
(
5,898
)
Distributions to noncontrolling interests in consolidated property partnerships
(
6,898
)
(
6,898
)
Distributions declared per common unit ($
0.54
per unit)
(
68,610
)
(
68,610
)
BALANCE AS OF MARCH 31, 2024
118,516,979
5,466,094
176,637
5,642,731
Net income
49,669
4,878
54,547
Issuance of share-based compensation awards
1,085
1,085
Non-cash amortization of share-based compensation
6,942
6,942
Settlement of restricted stock units
19,395
—
—
Repurchase of common units and restricted stock units
(
569
)
(
20
)
(
20
)
Distributions to noncontrolling interests in consolidated property partnerships
(
5,911
)
(
5,911
)
Distributions declared per common unit ($
0.54
per unit)
(
65,116
)
(
65,116
)
BALANCE AS OF JUNE 30, 2024
118,535,805
$
5,458,654
$
175,604
$
5,634,258
See accompanying notes to consolidated financial statements.
8
KILROY REALTY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(
Unaudited; in thousands)
Six Months Ended June 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
123,249
$
110,247
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets and leasing costs
171,978
172,049
Depreciation of non-real estate furniture, fixtures, and equipment
2,766
3,133
Revenues deemed uncollectible
820
3,889
Non-cash amortization of deferred revenue related to tenant-funded tenant improvements
(
7,458
)
(
9,327
)
Straight-line rents, net
7,967
(
2,755
)
Non-cash amortization of net below market rents
(
1,691
)
(
1,790
)
Non-cash amortization of deferred financing costs and debt discounts
2,397
3,317
Non-cash amortization of share-based compensation awards
8,509
8,691
Amortization of right of use ground lease assets
548
528
Gain on sale of depreciable operating property
(
16,554
)
—
Net change in other operating assets
(
15,347
)
(
13,097
)
Net change in other operating liabilities
3,483
(
18,323
)
Net cash provided by operating activities
280,667
256,562
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for development and redevelopment properties and undeveloped land
(
81,743
)
(
180,571
)
Expenditures for operating properties and other capital assets
(
46,621
)
(
35,195
)
Net proceeds received from dispositions (Note 2)
28,021
—
Maturity of certificates of deposit
—
256,581
Net cash (used in) provided by investing activities
(
100,343
)
40,815
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interests in consolidated property partnerships
(
14,324
)
(
12,825
)
Distributions paid to common unitholders
(
128,855
)
(
127,930
)
Repurchase of common units and restricted stock units
(
6,206
)
(
5,918
)
Financing costs
(
407
)
(
17,517
)
Principal payments and repayments of secured debt
(
3,093
)
(
2,973
)
Proceeds from the issuance of unsecured debt
—
395,516
Repayments of unsecured debt
—
(
200,000
)
Net cash (used in) provided by financing activities
(
152,885
)
28,353
Net increase in cash and cash equivalents and restricted cash
27,439
325,730
Cash and cash equivalents and restricted cash, beginning of period
165,690
510,163
Cash and cash equivalents and restricted cash, end of period
$
193,129
$
835,893
See accompanying notes to consolidated financial statements.
9
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.
Organization, Ownership, and Basis of Presentation
Kilroy Realty Corporation (the “Company”) is a self-administered real estate investment trust (“REIT”) active in premier office, life science, and mixed-use property types in the United States. The Company’s approach to modern business environments is designed to drive creativity and productivity for some of the world’s leading technology, entertainment, life science, and business services companies and we have been consistently recognized for our leadership in sustainability and building operations. The Company owns, develops, acquires, and manages real estate assets, consisting primarily of premier properties in Los Angeles, San Diego, the San Francisco Bay Area, Seattle, and Austin, which are markets it believes have strategic advantages and strong barriers to entry. The Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “KRC.”
We own our interests in all of our real estate assets through Kilroy Realty, L.P. (the “Operating Partnership”) and conduct substantially all of our operations through the Operating Partnership. Unless stated otherwise or the context otherwise requires, the terms “Kilroy Realty Corporation” or the “Company,” “we,” “our,” and “us” refer to Kilroy Realty Corporation and its consolidated subsidiaries, including the Operating Partnership, and the term “Operating Partnership” refers to Kilroy Realty, L.P. and its consolidated subsidiaries. The descriptions of our business, employees, and properties apply to both the Company and the Operating Partnership.
Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction, or in the tenant improvement phase, undeveloped land, and real estate assets held for sale, if any. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs pursuant to a formal plan to change its use, the intended result of which is a higher economic return on the property. We define a property in the tenant improvement phase as a development or redevelopment property where the project has reached “cold shell condition” and is ready for tenant improvements, which may require additional major base building modifications before being placed in service. Projects in the tenant improvement phase are moved into our stabilized portfolio once the project reaches the earlier of
95
% occupancy or
one year
from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the projects or phases of projects are placed in service.
Our stabilized portfolio of operating properties was comprised of the following properties at June 30, 2025:
Number of
Buildings
Rentable
Square Feet
Number of
Tenants
Percentage
Occupied
(1)
Stabilized Office Properties
(2)
118
16,395,491
440
80.8
%
________________________
(1)
Represents economic occupancy for space where we have achieved revenue recognition for the associated lease agreements.
(2)
Includes stabilized life science and retail space.
Number of
Properties
Number of
Units
2025 Average Occupancy
Stabilized Residential Properties
3
1,001
94.5
%
As of June 30, 2025, the following properties were excluded from our stabilized portfolio:
Number of
Properties / Projects
Actual / Estimated Rentable
Square Feet
(1)
Properties held for sale
(2)
1
663,460
In-process development projects - tenant improvement
(1)
For the property classified as held for sale, represents actual rentable square feet and consists of
four
buildings. For the in-process development and redevelopment projects in the tenant improvement phase, represents estimated rentable square feet upon completion.
(2)
See Note 2 “Dispositions and Real Estate Held for Sale” for additional information.
Our stabilized portfolio also excludes our future development pipeline, which, as of June 30, 2025, was comprised of
eight
potential future development sites, representing approximately
64
gross acres of undeveloped land.
10
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of June 30, 2025, all of our properties and development and redevelopment projects, and all of our business was conducted in the state of California, with the exception of
ten
stabilized office properties and
one
future development project located in the state of Washington, and
one
stabilized office property and
one
future development project located in Austin, Texas. All of our properties, and development and redevelopment projects are
100
% owned, excluding the following
four
office properties owned by the following
three
consolidated property partnerships:
Consolidated Property Partnership
Property Address
Ownership Interest
(1)
100 First Street Member, LLC
100 1st Street, San Francisco, CA 94105
56
%
303 Second Street Member, LLC
303 2nd Street, San Francisco, CA 94107
56
%
Redwood City Partners, LLC
900 Jefferson Avenue, Redwood City, CA 94063
93
%
900 Middlefield Road, Redwood City, CA 94063
________________________
(1)
The remaining interests in all
three
property partnerships were owned by unrelated third parties.
The consolidated financial statements of the Company include the consolidated financial position and results of operations of the Company, the Operating Partnership, 100 First Street Member, LLC (“100 First LLC”), 303 Second Street Member, LLC (“303 Second LLC”), Redwood City Partners, LLC (“Redwood LLC”), and all of our wholly-owned and controlled subsidiaries. The consolidated financial statements of the Operating Partnership include the consolidated financial position and results of operations of the Operating Partnership, 100 First LLC, 303 Second LLC, Redwood LLC, and all of our wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements.
As of June 30, 2025, the Company owned an approximate
99.0
% common general partnership interest in the Operating Partnership. The remaining approximate
1.0
% common limited partnership interest in the Operating Partnership as of June 30, 2025 was owned by non-affiliated investors. Both the general and limited common partnership interests in the Operating Partnership are denominated in common units. Generally, the number of common units held by the Company is equivalent to the number of outstanding shares of the Company’s common stock, and the rights of all the common units to quarterly distributions and payments in liquidation mirror those of the Company’s common stockholders. The common limited partners have certain redemption rights as provided in the Operating Partnership’s Seventh Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”). With the exception of the Operating Partnership and our consolidated property partnerships, all of our subsidiaries are wholly-owned.
The accompanying interim financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to 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. However, 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, 2025. The interim financial statements for the Company and the Operating Partnership should be read in conjunction with the audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2024.
Commencing January 1, 2025, the Company began presenting a new line item, Other income (expense), which includes tax expenses, acquisition and disposition expenses, and income or expenses related to environmental and sustainability initiatives, which were previously included in General and administrative expenses. Historical amounts for General and administrative expenses and Other income (expense) have been revised to conform with the current period presentation.
Variable Interest Entities
The Operating Partnership is a variable interest entity (“VIE”) that is consolidated by the Company as the primary beneficiary, as the Operating Partnership is a limited partnership in which the common limited partners do not have substantive kick-out or participating rights.
At June 30, 2025, the consolidated financial statements of the Company included
two
VIEs in addition to the Operating Partnership: 100 First LLC and 303 Second LLC. At June 30, 2025, the Company and the Operating Partnership were determined to be the primary beneficiaries of these
two
VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. As of June 30, 2025, the
two
VIEs’ total assets,
11
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
liabilities, and noncontrolling interests included on our consolidated balance sheet were approximately $
403.1
million (of which $
326.5
million related to real estate held for investment), approximately $
17.7
million, and approximately $
169.9
million, respectively. Revenues, income, and net assets generated by 100 First LLC and 303 Second LLC may only be used to settle their contractual obligations, which primarily consist of operating expenses, capital expenditures, and required distributions.
At December 31, 2024, the consolidated financial statements of the Company included
three
VIEs in addition to the Operating Partnership: 100 First LLC, 303 Second LLC, and
one
entity established during the third quarter of 2024 to facilitate a potential future Section 1031 Exchange. At December 31, 2024, the Company and the Operating Partnership were determined to be the primary beneficiaries of these
three
VIEs since we had the ability to control the activities that most significantly impact each of the VIEs’ economic performance. At December 31, 2024, the impact of consolidating the VIEs increased the Company’s total assets, liabilities, and noncontrolling interests on our consolidated balance sheet by approximately $
435.5
million (of which $
357.3
million related to real estate held for investment), approximately $
18.0
million, and approximately $
169.4
million, respectively.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Tax Disclosures.” The ASU is effective for annual periods beginning after December 15, 2024. The Company does not currently anticipate that the guidance will have a material impact on our consolidated financial statements or notes to our 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 ASU is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating whether the guidance will have a material impact on our consolidated financial statements or notes to our consolidated financial statements.
12
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
2.
Dispositions and Real Estate Held for Sale
Operating Property Dispositions
The following table summarizes the
one
operating property sold during the six months ended June 30, 2025:
Property
Month of Disposition
Number of Buildings
Rentable
Square Feet
Sales Price
(in millions)
(1)
501 Santa Monica Boulevard
June
1
78,509
$
40.0
___________________________
(1)
Represents gross sales price before the impact of broker commissions, closing costs, and purchase price credits.
The total gain on the sale of the operating property sold during the six months ended June 30, 2025 was $
16.6
million
.
Real Estate Assets Held for Sale
During the three months ended June 30, 2025, we classified a
four
-building office property in Silicon Valley as Held for Sale. The property totals
663,460
square feet and is expected to close late in the third quarter for a gross sales price of $
365.0
million.
The major classes of assets and liabilities of the property classified as held for sale as of June 30, 2025 were as follows:
Real estate and other assets held for sale, net
(in thousands)
Land and improvements
$
118,514
Buildings and improvements
194,357
Total real estate held for sale
312,871
Accumulated depreciation and amortization
(
72,526
)
Total real estate held for sale, net
240,345
Current receivables, net
36
Deferred rent receivables, net
6,525
Deferred leasing costs and acquisition-related intangibles, net
7,782
Prepaid expenses and other assets, net
1,107
Total real estate and other assets held for sale, net
$
255,795
Liabilities related to real estate assets held for sale
Accounts payable, accrued expenses, and other liabilities
$
591
Deferred revenue and acquisition-related intangible liabilities, net
1,091
Rents received in advance and tenant security deposits
3,205
Total liabilities related to real estate assets held for sale
$
4,887
13
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
3.
Prepaid Expenses and Other Assets, Net
Prepaid expenses and other assets, net consisted of the following at June 30, 2025 and December 31, 2024:
June 30, 2025
December 31, 2024
(in thousands)
Furniture, fixtures and other long-lived assets, net
$
25,300
$
26,316
Prepaid expenses, net
18,369
8,470
Deferred financing costs, net
(1)
10,921
12,692
Other assets
4,135
4,457
Total prepaid expenses and other assets, net
$
58,725
$
51,935
________________________
(1)
Refer to Note 4 “Secured and Unsecured Debt of the Operating Partnership” for a discussion of the deferred financing costs for the unsecured revolving credit facility.
4.
Secured and Unsecured Debt of the Operating Partnership
The Company generally guarantees all of the Operating Partnership’s unsecured debt obligations, including the unsecured revolving credit facility, the unsecured term loan facility, and all of the unsecured senior notes.
Unsecured Revolving Credit Facility and Term Loan Facility
The following table summarizes the balance and terms of our unsecured revolving credit facility as of June 30, 2025 and December 31, 2024:
Unsecured Revolving Credit Facility
June 30, 2025
December 31, 2024
($ in thousands)
Outstanding borrowings
$
—
$
—
Remaining borrowing capacity
(1)
1,100,000
1,100,000
Total borrowing capacity
(1)
$
1,100,000
$
1,100,000
Interest rate
(2)
5.65
%
5.69
%
Facility fee-annual rate
(3)
0.250
%
Unamortized deferred financing costs
(3)
$
10,921
$
12,692
Maturity date
(4)
July 31, 2028
________________________
(1)
Remaining and total borrowing capacity are further reduced by the amount of our outstanding letters of credit which total approximately $
5.2
million as of June 30, 2025 and December 31, 2024. We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $
500.0
million under an accordion feature pursuant to the terms of the unsecured revolving credit facility.
(2)
Our unsecured revolving credit facility interest rate was calculated using the Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of
0.10
% (“Adjusted SOFR”) and a margin of
1.100
% based on our credit rating as of June 30, 2025 and December 31, 2024. We may be entitled to a temporary
0.01
% reduction in the interest rate provided we meet certain sustainability goals with respect to the ongoing reduction of greenhouse gas emissions.
(3)
Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs in connection with the amendment and restatement of the unsecured revolving credit facility in 2024. These costs are included in Prepaid expenses and other assets, net on our consolidated balance sheets, which remain to be amortized through the maturity date of our unsecured revolving credit facility.
(4)
The maturity date may be extended by
two
six-month
periods, at the Operating Partnership’s election.
The Operating Partnership intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, including to finance development and redevelopment expenditures, to fund potential acquisitions, to repay long-term debt, and to supplement cash balances in response to market conditions.
14
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following table summarizes the balance and terms of our 2024 Term Loan Facility as of June 30, 2025:
2024 Term Loan Facility
June 30, 2025
December 31, 2024
($ in thousands)
Outstanding borrowings
(1)
$
200,000
$
200,000
Interest rate
(2)
5.62
%
5.70
%
Unamortized deferred financing costs
(3)
$
419
$
1,229
Maturity date
(4)
October 3, 2025
____________________
(1)
We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $
130.0
million as of June 30, 2025 and December 31, 2024, under an accordion feature pursuant to the terms of the 2024 Term Loan Facility.
(2)
Our 2024 Term Loan Facility interest rate was calculated using Adjusted SOFR plus a margin of
1.200
% based on our credit rating as of June 30, 2025 and December 31, 2024.
(3)
We incurred debt origination and legal costs in connection with the amendment and restatement of the unsecured revolving credit facility in 2024, which remain to be amortized through the maturity date of the 2024 Term Loan Facility.
(4)
The maturity date may be extended by
two
12-month
periods, at the Operating Partnership’s election.
Financial Covenants and Restrictions
The unsecured revolving credit facility, unsecured term loan facility, unsecured senior notes, including the private placement notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. Some of the more restrictive financial covenants include a maximum ratio of total debt to total asset value, a minimum fixed-charge coverage ratio, a maximum ratio of secured debt to total asset value, a minimum unsecured debt ratio, and a minimum unencumbered asset pool debt service coverage ratio. Noncompliance with
one
or more of the covenants and restrictions could result in the full principal balance of the associated debt becoming immediately due and payable. We were in compliance with all of our financial covenants as of June 30, 2025.
Debt Maturities
The following table summarizes the stated debt maturities and scheduled amortization payments for all outstanding debt as of June 30, 2025:
Year
(in thousands)
Remaining 2025
$
603,153
2026
401,317
2027
249,125
2028
400,000
2029
475,000
2030
500,000
Thereafter
2,000,000
Total aggregate principal value
4,628,595
Less: unamortized net discounts and deferred financing costs
(1)
(
30,876
)
Total debt, net
$
4,597,719
________________________
(1)
Includes $
23.1
million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes, and secured debt, and
$
7.7
million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in Prepaid expenses and other assets, net on our consolidated balance sheets.
Capitalized Interest
The following table sets forth gross interest expense and capitalized interest for the three and six months ended June 30, 2025 and 2024. The interest expense capitalized was recorded as a cost of development and redevelopment and increased the carrying value of undeveloped land and construction in progress currently under construction.
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands)
Gross interest expense
$
52,177
$
57,278
$
103,873
$
115,956
Capitalized interest
(
21,333
)
(
20,515
)
(
41,881
)
(
40,322
)
Interest expense
$
30,844
$
36,763
$
61,992
$
75,634
15
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
5.
Stockholders’ Equity of the Company
At-The-Market Stock Offering Program
Under our at-the-market (“ATM”) stock offering program (the “2024 ATM Program”), which commenced in March 2024, we may offer and sell shares of our common stock having an aggregate gross sales price up to $
500.0
million from time to time in “at-the-market” offerings. In connection with the 2024 ATM Program, the Company may also, at its discretion, enter into forward equity sale agreements. The use of forward equity sale agreements allows the Company to lock in a share price on the sale of shares of our common stock at the time an agreement is executed, but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. The Company did not have any outstanding forward equity sale agreements to be settled at June 30, 2025. Since commencement of the 2024 ATM Program, we have not completed any sales of common stock.
Share Repurchase Program
Under our current share repurchase program, which commenced in February 2024 (the “Share Repurchase Program”), we are authorized to repurchase shares of the Company’s common stock having an aggregate gross purchase price of up to $
500.0
million. Under the Share Repurchase Program, repurchases may be made from time to time using a variety of methods, which may include open market purchases and privately negotiated transactions. The specific timing, price, and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The Share Repurchase Program does not have a termination date and repurchases may be discontinued at any time. Since commencement of the Share Repurchase Program, we have not completed any common stock repurchases.
6.
Noncontrolling Interests on the Company’s Consolidated Financial Statements
Common Units of the Operating Partnership
The Company owned an approximate
99.0
% common general partnership interest in the Operating Partnership as of June 30, 2025 and December 31, 2024. The remaining approximate
1.0
% common limited partnership interest as of June 30, 2025 and December 31, 2024 was owned by non-affiliated investors in the form of noncontrolling common units. There were
1,150,574
common units outstanding held by these investors as of June 30, 2025 and December 31, 2024.
The noncontrolling common units may be redeemed by unitholders for cash. Except under certain circumstances, we, at our option, may satisfy the cash redemption obligation with shares of the Company’s common stock on a
one
-for-one basis. If satisfied in cash, the value for each noncontrolling common unit upon redemption is the amount equal to the average of the closing quoted price per share of the Company’s common stock, par value $
0.01
per share, as reported on the NYSE for the
ten
trading days immediately preceding the applicable redemption date. The aggregate value upon redemption of the then-outstanding noncontrolling common units was $
40.1
million
and $
46.8
million as of June 30, 2025 and December 31, 2024, respectively. This redemption value does not necessarily represent the amount that would be distributed with respect to each noncontrolling common unit in the event of our termination or liquidation. In the event of our termination or liquidation, it is generally expected that each common unit would be entitled to a liquidating distribution equal to the liquidating distribution payable in respect of each share of the Company’s common stock.
16
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
7.
Share-Based Compensation
Share-Based Incentive Compensation Plan
As of June 30, 2025, we maintained
one
share-based incentive compensation plan, the Kilroy Realty 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Company has a currently effective registration statement registering
12.6
million shares of our common stock for possible issuance under our 2006 Plan. As of June 30, 2025, approximately
1.9
million shares were available for grant under the 2006 Plan. The calculation of shares available for grant is presented after taking into account a reserve for a sufficient number of shares to cover the vesting and payment of 2006 Plan awards that were outstanding on that date, including performance-based vesting awards at (i) levels actually achieved for the performance conditions (as defined below) for which the performance period has been completed, and (ii) at maximum levels for the other performance and market conditions (as defined below) for awards still in a performance period.
2025 Share-Based Compensation Grants
In February 2025, the Executive Compensation Committee of the Company’s Board of Directors awarded
535,398
restricted stock units to certain officers of the Company under the 2006 Plan, which included
308,671
RSUs (at the target level of performance) that are subject to time, market, and/or performance-based vesting requirements (the “2025 Performance-Based RSUs”) and
226,727
RSUs that are subject to time-based vesting requirements (the “2025 Time-Based RSUs”). Each RSU granted is entitled to earn dividend equivalents in the form of RSUs that vest upon vesting of the underlying RSU award.
2025 Performance-Based RSU Grant
The 2025 Performance-Based RSUs are scheduled to vest at the end of a
three year
period (consisting of calendar years 2025-2027. A target number of 2025 Performance-Based RSUs were awarded, and the final number of 2025 Performance-Based RSUs that vest (which may be more or less than the target number) will be based upon (i) during the first calendar year of the
three year
performance measurement period, the achievement of pre-set FFO per share goals that applies to
100
% of the Performance-Based RSUs awarded (the “FFO Performance Condition”), and (ii) a performance measure that applies to
50
% of the award based upon a measure of the Company’s average net debt to EBITDAre ratio for the
three year
performance period (the “Net Debt to EBITDAre Ratio Performance Condition”), and a market measure that applies to the other
50
% of the award based upon the relative ranking of the Company’s total stockholder return for the
three year
performance period compared to the total stockholder returns of an established comparison group of companies over the same period (the “Market Condition”). The 2025 Performance-Based RSUs are also subject to a
three year
service vesting provision (the “service vesting condition”) and are scheduled to cliff vest on the date the final vesting percentage is determined following the end of the
three year
performance period under the awards. The number of 2025 Performance-Based RSUs ultimately earned could fluctuate from the target number of 2025 Performance-Based RSUs granted based upon the levels of achievement for the FFO Performance Condition, the Net Debt to EBITDAre Ratio Performance Condition, the Market Condition, and the extent to which the service vesting condition is satisfied. The estimate of the number of 2025 Performance-Based RSUs earned is evaluated quarterly during the performance period based on our estimate for each of the performance conditions measured against the applicable goals.
Compensation expense for the 2025 Performance-Based RSUs is recognized on a straight-line basis over the requisite service period for each participant, which is generally the
three year
service period. During the three and six months ended June 30, 2025, we recognized $
0.8
million and $
1.2
million of compensation expense, respectively, for the 2025 Performance-Based RSUs assuming the 2025 FFO Performance Condition is met at
100
% of target level of achievement and the 2025 Net Debt to EBITDAre Ratio Performance Condition is met at
100
% of the target level of achievement. In the event we achieve a lower level of performance or fail to meet the FFO Performance Condition, we would reverse a portion or all of the $
0.8
million and $
1.2
million of compensation expense.
Each 2025 Performance-Based RSU represents the right to receive
one
share of our common stock in the future subject to, and as modified by, the Company’s level of achievement of the applicable performance and market conditions. The fair value of the portion of the award subject to the Net Debt to EBITDAre Ratio Performance Condition was calculated using the closing price of the Company’s common stock on the valuation date noted below.
The fair value of the portion of the award subject to the Market Condition was calculated using a Monte Carlo simulation pricing model based on the assumptions in the table below, which resulted in the following grant date fair value per share.
17
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Fair Value Assumptions
Valuation date
February 14, 2025
Fair value per share on valuation date
(1)
$
37.76
Expected share price volatility
38.0
%
Risk-free interest rate
4.35
%
________________________
(1)
For one participant, the fair value per share on the valuation date for their 2025 Performance-Based RSUs is $
38.93
.
The computation of expected volatility was based on a blend of the historical volatility of our shares of common stock over a period of twice the remaining performance period as of the grant date and implied volatility data based on the observed pricing of
six month
publicly-traded options on shares of our common stock. The risk-free interest rate was based on the yield curve on zero-coupon U.S. Treasury STRIP securities in effect at February 14, 2025.
The fair value of the 2025 Performance-Based RSU grant as of the valuation date noted above, based on a target level of achievement, was $
11.2
million. For the three and six months ended June 30, 2025, we recorded compensation expense based upon the grant date fair value per share for each component multiplied by the estimated number of RSUs to be earned.
2025 Time-Based RSU Grants
The 2025 Time-Based RSUs are scheduled to vest in
three
equal annual installments beginning on January 5, 2026 through January 5, 2028. Compensation expense for the 2025 Time-Based RSUs is recognized on a straight-line basis over the requisite service period, which is generally the explicit service period. Each 2025 Time-Based RSU represents the right to receive
one
share of our common stock in the future, subject to continued employment through the applicable vesting date, unless accelerated upon separation of employment, provided certain conditions are met. The total grant date fair value of the 2025 Time-Based RSU awards was $
7.9
million, which was based on the $
34.91
closing share price of the Company’s common stock on the NYSE on the February 14, 2025 grant date.
2024 and 2023 Performance-Based RSUs
Consistent with the 2025 Performance-Based RSU grant discussed above, the final number of 2024 and 2023 Performance-Based RSUs that vest will be based upon (i) the FFO Performance Condition that applies to
100
% of the Performance-Based RSUs awarded as determined at the end of the first calendar year of the performance measurement period, and (ii) the Net Debt to EBITDA Ratio Performance Condition that applies to
50
% of the award and the Market Condition that applies to the other
50
% of the award, both of which are based on the full
three-year
performance measurement period. The 2024 FFO Performance Condition was achieved at
175
% of the target level of achievement for
one
participant and
150
% for all other participants. The 2023 FFO Performance Condition was achieved at
150
% of the target level of achievement for all participants.
Compensation cost for the 2024 Performance-Based RSUs for the three and six months ended June 30, 2025 assumes the 2024 Net Debt to EBITDA Ratio Performance Condition is met at
158
% of the target level of achievement for
one
participant and
139
% for all other participants. Compensation cost for the 2023 Performance-Based RSUs for the three and six months ended June 30, 2025 assumes the 2023 Net Debt to EBITDA Ratio Performance Condition is met at
150
% of the target level of achievement.
Share-Based Compensation Cost Recorded During the Period
The total compensation cost for all share-based compensation programs was $
5.7
million and $
6.9
million for the three months ended June 30, 2025 and 2024, respectively, and
$
10.8
million and $
11.7
million for the six months ended June 30, 2025 and 2024, respectively. Of the total share-based compensation costs, $
1.1
million and $
2.3
million were capitalized as part of real estate assets for the three and six months ended June 30, 2025, respectively, and $
1.6
million and $
3.0
million was capitalized as part of real estate assets for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, there was approximately $
33.4
million of total unrecognized compensation cost related to nonvested RSUs granted under share-based compensation arrangements. Such amount is based in part upon the estimated future outcome of the performance metrics as of June 30, 2025, and the actual compensation cost ultimately recognized could increase or decrease from this estimate based upon actual performance results. These costs are expected to be recognized over a weighted-average period of
2.0
years. The remaining compensation cost related to these nonvested RSU awards had been recognized in periods prior to June 30, 2025.
18
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
8.
Rental Income and Future Minimum Rent
Our rental income is primarily comprised of payments defined under leases and generally are subject to scheduled fixed increases. Additionally, rental income includes variable payments for tenant reimbursements of property-related expenses and payments based on a percentage of tenant sales.
The table below sets forth the allocation of rental income between fixed and variable payments and net collectability recoveries or reserves for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands)
Fixed lease payments
$
236,910
$
226,469
$
457,925
$
456,784
Variable lease payments
48,086
49,456
94,507
97,914
Net collectability recoveries (reserves)
(1)
75
(
6
)
(
1,117
)
(
3,889
)
Total rental income
$
285,071
$
275,919
$
551,315
$
550,809
_____________________
(1)
Represents adjustments to rental income related to our assessment of the collectability of amounts due under leases with our tenants, including recognition of deferred rent balances associated with tenants moved to / restored from a cash basis of revenue recognition and allowances for uncollectible receivables.
We have operating leases with tenants that expire at various dates through
2055 and may be subject to scheduled fixed increases and future renewal options. Generally, the leases grant tenants renewal options. Leases also provide for additional rents based on certain operating expenses.
Future contractual minimum rent under operating leases, which includes amounts contractually due from leases that are on a cash basis of reporting due to creditworthiness considerations, as of June 30, 2025 for future periods is summarized as follows:
Year Ending
(in thousands)
Remaining 2025
$
389,469
2026
768,433
2027
746,063
2028
701,989
2029
609,393
2030
527,275
Thereafter
1,117,031
Total
(1)
$
4,859,653
_____________________
(1)
Excludes residential leases, leases at properties classified as held for sale, and leases with a term of one year or less.
19
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
9.
Commitments and Contingencies
Development and Construction Commitments
As of June 30, 2025, we had commitments of approximately $
158.0
million, excluding our ground lease commitments, for contracts and executed leases directly related to our operating and development and redevelopment properties.
Environmental Matters and Asset Retirement Obligations
As of June 30, 2025 and December 31, 2024, we had the following accrued environmental remediation liabilities
in connection with certain of our in-process and future development projects, and the following asset retirement obligations associated with certain of our stabilized portfolio properties and in-process and future development projects:
June 30, 2025
December 31, 2024
(in thousands)
Environmental liabilities
$
70,163
$
72,003
Asset retirement obligations
$
4,440
$
4,634
10.
Fair Value Measurements and Disclosures
Assets and Liabilities Reported at Fair Value
The only assets we record at fair value on a recurring basis in our consolidated financial statements are the marketable securities related to our Deferred Compensation Plan.
The following table sets forth the fair value of our Deferred Compensation Plan assets as of June 30, 2025 and December 31, 2024:
Fair Value (Level 1)
(1)
June 30, 2025
December 31, 2024
Description
(in thousands)
Deferred Compensation Plan assets
(2)
$
31,629
$
27,965
________________________
(1) Based on quoted prices in active markets for identical securities.
(2) The Deferred Compensation Plan assets are held in a limited rabbi trust.
Financial Instruments Disclosed at Fair Value
The following table sets forth the carrying value and the fair value of our other financial instruments as of June 30, 2025 and December 31, 2024:
June 30, 2025
December 31, 2024
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(in thousands)
Liabilities
Secured debt, net
$
595,212
$
581,153
$
598,199
$
569,061
Unsecured debt, net
$
4,002,507
$
3,750,933
$
3,999,566
$
3,681,914
Fair value is calculated using Level 2 inputs, which are based on model-derived valuations in which significant inputs and significant value drivers are observable in active markets.
20
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
11.
Net Income Available to Common Stockholders Per Share of the Company
The following table reconciles the numerator and denominator in computing the Company’s basic and diluted per-share computations for net income available to common stockholders for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands, except share and per share amounts)
Numerator:
Net income available to common stockholders
$
68,449
$
49,211
$
107,457
$
99,131
Allocation to participating securities
(1)
(
228
)
(
820
)
(
440
)
(
1,619
)
Numerator for basic and diluted net income available to common stockholders
$
68,221
$
48,391
$
107,017
$
97,512
Denominator:
Basic weighted average vested shares outstanding
118,285,328
117,375,262
118,240,208
117,356,464
Effect of dilutive securities
398,009
287,928
433,727
453,834
Diluted weighted average vested shares and common stock equivalents outstanding
118,683,337
117,663,190
118,673,935
117,810,298
Basic earnings per share:
Net income available to common stockholders per share
$
0.58
$
0.41
$
0.91
$
0.83
Diluted earnings per share:
Net income available to common stockholders per share
$
0.57
$
0.41
$
0.90
$
0.83
________________________
(1)
Participating securities include certain time-based RSUs and vested market measure-based RSUs.
Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common shares, including RSUs, are considered in our diluted earnings per share calculation for the three and six months ended June 30, 2025 and 2024. Certain market measure-based RSUs are not included in dilutive securities for the three and six months ended June 30, 2025 and 2024, as not all performance metrics had been met by the end of the applicable reporting periods. Additionally, certain unvested time-based RSUs are not included in dilutive securities for the six months ended June 30, 2024, as they were anti-dilutive. See Note 7 “Share-Based Compensation” for additional information regarding share-based compensation.
21
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
12.
Net Income Available to Common Unitholders Per Unit of the Operating Partnership
The following table reconciles the numerator and denominator in computing the Operating Partnership’s basic and diluted per-unit computations for net income available to common unitholders for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands, except unit and per unit amounts)
Numerator:
Net income available to common unitholders
$
69,112
$
49,669
$
108,495
$
100,091
Allocation to participating securities
(1)
(
228
)
(
820
)
(
440
)
(
1,619
)
Numerator for basic and diluted net income available to common unitholders
$
68,884
$
48,849
$
108,055
$
98,472
Denominator:
Basic weighted average vested units outstanding
119,435,902
118,525,836
119,390,782
118,507,038
Effect of dilutive securities
398,009
287,928
433,727
453,834
Diluted weighted average vested units and common unit equivalents outstanding
119,833,911
118,813,764
119,824,509
118,960,872
Basic earnings per unit:
Net income available to common unitholders per unit
$
0.58
$
0.41
$
0.91
$
0.83
Diluted earnings per unit:
Net income available to common unitholders per unit
$
0.57
$
0.41
$
0.90
$
0.83
________________________
(1)
Participating securities include certain time-based RSUs and vested market measure-based RSUs.
Share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities. The impact of potentially dilutive common units, including RSUs, are considered in our diluted earnings per share calculation for the three and six months ended June 30, 2025 and 2024. Certain market measure-based RSUs are not included in dilutive securities for the three and six months ended June 30, 2025 and 2024, as not all performance metrics had been met by the end of the applicable reporting periods. Additionally, certain unvested time-based RSUs are not included in dilutive securities for the six months ended June 30, 2024, as they were anti-dilutive. See Note 7 “Share-Based Compensation” for additional information regarding share-based compensation.
22
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
13.
Supplemental Cash Flows Information of the Company
Supplemental cash flows information as follows (in thousands):
Six Months Ended June 30,
2025
2024
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $
39,053
and $
38,115
as of June 30, 2025 and 2024, respectively
$
58,692
$
59,946
Cash paid for amounts included in the measurement of ground lease liabilities
$
4,669
$
3,525
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties
$
32,027
$
74,624
Tenant improvements funded directly by tenants
$
1,652
$
857
Remeasurement of ground lease liability and related right of use ground lease asset
$
—
$
4,782
NON-CASH FINANCING TRANSACTIONS:
Accrual of dividends and distributions payable to common stockholders and common unitholders
$
64,985
$
65,118
The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
2025
2024
(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period
$
165,690
$
510,163
Restricted cash at beginning of period
—
—
Cash and cash equivalents and restricted cash at beginning of period
$
165,690
$
510,163
Cash and cash equivalents at end of period
$
193,129
$
835,893
Restricted cash at end of period
—
—
Cash and cash equivalents and restricted cash at end of period
$
193,129
$
835,893
14.
Supplemental Cash Flows Information of the Operating Partnership
Supplemental cash flows information as follows (in thousands):
Six Months Ended June 30,
2025
2024
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest, net of capitalized interest of $
39,053
and
$
38,115
as of June 30, 2025 and 2024, respectively
$
58,692
$
59,946
Cash paid for amounts included in the measurement of ground lease liabilities
$
4,669
$
3,525
NON-CASH INVESTING TRANSACTIONS:
Accrual for expenditures for operating properties and development and redevelopment properties
$
32,027
$
74,624
Tenant improvements funded directly by tenants
$
1,652
$
857
Remeasurement of ground lease liability and related right of use ground lease asset
$
—
$
4,782
NON-CASH FINANCING TRANSACTIONS:
Accrual of distributions payable to common unitholders
$
64,985
$
65,118
23
KILROY REALTY CORPORATION AND KILROY REALTY, L.P.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following is a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
2025
2024
(in thousands)
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period
$
165,690
$
510,163
Restricted cash at beginning of period
—
—
Cash and cash equivalents and restricted cash at beginning of period
$
165,690
$
510,163
Cash and cash equivalents at end of period
$
193,129
$
835,893
Restricted cash at end of period
—
—
Cash and cash equivalents and restricted cash at end of period
$
193,129
$
835,893
15.
Segments
Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”). The CODM decides how resources are allocated and assesses performance on a recurring basis, at least quarterly. Our CODM is our CEO, who evaluates the operating performance and financial results of our consolidated portfolio based on Net Income through the monthly operations meetings.
We conduct our business in
one
operating segment and therefore have
one
reportable segment. Asset information by segment is not reported because the Company does not use this measure to assess performance.
Our reportable segment derives its revenues primarily from rental revenue and other related income through the leasing of office space to tenants. We recognize revenue from base rent (fixed lease payments), additional rent (variable lease payments, which consist of amounts due from tenants for common area maintenance, real estate taxes, and other recoverable costs), parking, and other lease-related revenue.
The following table presents Net Income for the three and six months June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands)
REVENUES:
Rental income
$
285,071
$
275,919
$
551,315
$
550,809
Other property income
4,821
4,812
9,421
8,503
Total revenues
289,892
280,731
560,736
559,312
EXPENSES:
Property expenses
58,575
59,279
117,289
116,599
Real estate taxes
26,765
29,009
55,130
58,248
Ground leases
3,019
2,996
6,039
5,748
General and administrative expenses
18,475
18,824
35,376
36,116
Leasing costs
2,277
2,119
5,150
4,398
Depreciation and amortization
87,625
87,151
174,744
175,182
Total expenses
196,736
199,378
393,728
396,291
OTHER INCOME (EXPENSES):
Interest income
512
10,084
1,646
23,274
Interest expense
(
30,844
)
(
36,763
)
(
61,992
)
(
75,634
)
Other income (expense)
190
(
127
)
33
(
414
)
Gain on sale of depreciable operating property
16,554
—
16,554
—
Total other expenses
(
13,588
)
(
26,806
)
(
43,759
)
(
52,774
)
NET INCOME
$
79,568
$
54,547
$
123,249
$
110,247
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion relates to our consolidated financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The results of operations discussion is combined for the Company and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.
Forward-Looking Statements
Statements contained in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Forward-looking statements include, among other things, statements or information concerning our plans, objectives, capital resources, portfolio performance, results of operations, projected future occupancy and rental rates, lease expirations, debt maturities, potential investments, strategies such as capital recycling, development and redevelopment activity, projected construction costs, projected construction commencement and completion dates, projected square footage of space that could be constructed on undeveloped land that we own, projected rentable square footage of or number of units in properties under construction or in the development pipeline, anticipated proceeds from capital recycling activity or other dispositions and anticipated dates of those activities or dispositions, projected increases in the value of properties, dispositions, future executive incentive compensation, pending, potential or proposed acquisitions, plans to grow our Net Operating Income and FFO, our ability to re-lease properties at or above current market rates, anticipated market conditions and demographics and other forward-looking financial data, as well as the discussion in “—Factors That May Influence Future Results of Operations,” “—Liquidity and Capital Resource of the Company,” and “—Liquidity and Capital Resources of the Operating Partnership.” Forward-looking statements can be identified by the use of words such as “believes,” “expects,” “projects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates”, or “anticipates” and the negative of these words and phrases and similar expressions that do not relate to historical matters. Forward-looking statements are based on our current expectations, beliefs, and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends, and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results, and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results, or events. Numerous factors could cause actual future performance, results, and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions, including actual and potential tariffs and periods of heightened inflation, and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the states of California, Texas, and Washington; risks associated with our investment in real estate assets, which are illiquid, and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants’ businesses, including bankruptcy, lack of liquidity or lack of funding, and the impact labor disruptions or strikes, such as episodic strikes in the entertainment industry, may have on our tenants’ businesses; our ability to re-lease property at or above current market rates; reduced demand for office space, including as a result of remote working and flexible working arrangements that allow work from remote locations other than an employer’s office premises; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service, and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; changes in interest rates and the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment, and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices, or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed, and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use, and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement, and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations, or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; risks associated with climate change and our sustainability strategies, and our ability to achieve our sustainability goals; and our ability to maintain our status as a REIT. The factors included in this report are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that
25
could materially adversely affect the Company’s and the Operating Partnership’s business and financial performance, see the discussion below, as well as in “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s and the Operating Partnership’s annual report on Form 10-K for the year ended December 31, 2024, and their respective other filings with the SEC. All forward-looking statements are based on currently available information and speak only as of the dates on which they are made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information, or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.
Overview and Background
We are a self-administered REIT active in premier office, life science, and mixed-use property types in the United States. We own, develop, acquire, and manage real estate assets, consisting primarily of premier properties in Los Angeles, San Diego, the San Francisco Bay Area, Seattle, and Austin, which are markets we believe have strategic advantages and strong barriers to entry. We own our interests in all of our real estate assets through the Operating Partnership and conduct substantially all of our operations through the Operating Partnership. We owned an approximate 99.0% common general partnership interest in the Operating Partnership as of June 30, 2025 and December 31, 2024. As of June 30, 2025, all of our properties are held in fee except for the fourteen office buildings that are held subject to long-term ground leases.
Stabilized Portfolio Information
As of June 30, 2025, our stabilized portfolio was comprised of 118 office, life science, and mixed-use buildings encompassing an aggregate of approximately 16.4 million rentable square feet and 1,001 residential units. Our stabilized portfolio includes all of our properties with the exception of development and redevelopment properties currently committed for construction, under construction, or in the tenant improvement phase, undeveloped land, and real estate assets held for sale, if any. We define redevelopment properties as those properties for which we expect to spend significant development and construction costs pursuant to a formal plan to change its use, the intended result of which is a higher economic return on the property. We define a property in the tenant improvement phase as a development or redevelopment property where the project has reached “cold shell condition” and is ready for tenant improvements, which may require additional major base building modifications before being placed in service. Projects in the tenant improvement phase are moved into our stabilized portfolio once the project reaches the earlier of 95% occupancy or one year from the date of the cessation of major base building construction activities. Costs capitalized to construction in progress for development and redevelopment properties are transferred to land and improvements, buildings and improvements, and deferred leasing costs on our consolidated balance sheets as the projects or phases of projects are placed in service.
As of June 30, 2025, the following properties were excluded from our stabilized portfolio:
Number of
Properties / Projects
Actual / Estimated Rentable
Square Feet
(1)
Properties held for sale
(2)
1
663,460
In-process development projects - tenant improvement
(1)
For the property classified as held for sale, represents actual rentable square feet and consists of four buildings. For the in-process development and redevelopment projects in the tenant improvement phase, represents estimated rentable square feet upon completion.
(2)
See Note 2 “Dispositions and Real Estate Held for Sale” to our consolidated financial statements included in this report for additional information.
Our stabilized portfolio also excludes our future development pipeline, which, as of June 30, 2025, was comprised of eight potential development sites, representing approximately 64 gross acres of undeveloped land, on which we believe we could develop more than 6.0 million rentable square feet of office space and approximately 1,750 residential units.
26
The following table reconciles the changes in the rentable square feet in our stabilized office portfolio of operating properties from June 30, 2024 to June 30, 2025:
Number of
Buildings
Rentable
Square Feet
Total as of June 30, 2024
(1)
121
17,040,239
Acquisitions
2
103,731
Dispositions and Properties Held for Sale
(5)
(741,969)
Remeasurement
—
(6,510)
Total as of June 30, 2025
(1)
118
16,395,491
________________________
(1)
Includes four properties owned by consolidated property partnerships (see Note 1 “Organization, Ownership, and Basis of Presentation” to our consolidated financial statements included in this report for additional information).
Occupancy Information
The following table sets forth certain information regarding our stabilized portfolio as of the end of the period presented:
6/30/2025
3/31/2025
Region
Number of
Buildings
Rentable
Square Feet
Occupancy
Number of
Buildings
Rentable
Square Feet
Occupancy
Los Angeles
52
4,261,793
74.4
%
53
4,340,302
72.7
%
San Diego
26
2,871,241
85.0
%
26
2,869,598
87.5
%
San Francisco Bay Area
29
5,507,135
84.8
%
33
6,170,595
86.8
%
Seattle
10
2,996,347
78.5
%
10
2,996,347
78.6
%
Austin
1
758,975
79.9
%
1
758,975
76.4
%
Total Stabilized Portfolio
118
16,395,491
80.8
%
123
17,135,817
81.4
%
The following table sets forth the average occupancy of certain property groups within our stabilized portfolio for the periods presented:
Average Occupancy
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Stabilized Office Portfolio
(1)
80.8
%
83.8
%
81.1
%
84.1
%
Same Property Portfolio
(1)(2)
80.5
%
83.2
%
80.8
%
83.5
%
Residential Portfolio
(3)
93.8
%
92.8
%
94.5
%
92.9
%
________________________
(1)
Occupancy percentages reported are calculated as the average of the daily ending occupancy percentages for the period presented. Represents economic occupancy for space where we have achieved revenue recognition for the associated lease agreements.
(2)
Occupancy percentages reported are based on properties owned and stabilized as of January 1, 2024 and still owned and stabilized as of June 30, 2025, and exclude our residential portfolio. See discussion under “Results of Operations” for additional information.
(3)
Our residential portfolio consists of our 200-unit residential tower and 193-unit Jardine property in Hollywood, California and 608 residential units at our One Paseo mixed-use property in Del Mar, California.
27
Significant Tenants
The following table sets forth information about our 20 largest tenants based upon annualized base rental revenues, as defined below, as of June 30, 2025:
Tenant Name
(1)
Region
Annualized Base Rental
Revenue
(in thousands)
(2)
Rentable Square Feet
Percentage
of Total
Annualized
Base Rental
Revenue
(2)
Percentage of Total Rentable Square Feet
Year(s) of
Significant
Lease
Expiration(s)
(3)
Weighted
Average
Remaining
Lease
Term
(Years)
1
Global technology company
Seattle / San Diego
$
44,851
849,826
5.9
%
5.2
%
2032 - 2033 / 2037
8.1
2
Cruise LLC
San Francisco Bay Area
35,449
374,618
4.7
%
2.3
%
2031
6.4
3
Stripe, Inc.
San Francisco Bay Area
33,110
425,687
4.4
%
2.6
%
2034
9.0
4
Adobe Systems, Inc.
San Francisco Bay Area / Seattle
27,897
537,799
3.7
%
3.3
%
2027 / 2031
5.9
5
Salesforce, Inc.
San Francisco Bay Area / Seattle
24,706
472,988
3.3
%
2.9
%
2029 - 2030 / 2032
4.9
6
Okta, Inc.
San Francisco Bay Area
24,206
293,001
3.2
%
1.8
%
2028
3.3
7
DoorDash, Inc.
San Francisco Bay Area
23,842
236,759
3.2
%
1.4
%
2032
6.6
8
Netflix, Inc.
Los Angeles
21,854
361,388
2.9
%
2.2
%
2032
7.1
9
Cytokinetics, Inc.
San Francisco Bay Area
18,167
234,892
2.4
%
1.4
%
2033
8.3
10
Box, Inc.
San Francisco Bay Area
16,853
287,680
2.2
%
1.8
%
2028
3.0
11
Neurocrine Biosciences, Inc.
(4)
San Diego
16,365
299,064
2.2
%
1.8
%
2025 / 2029 / 2031
5.2
12
DIRECTV, LLC
(5)
Los Angeles
16,085
532,956
2.1
%
3.3
%
2026 - 2027
2.2
13
Tandem Diabetes Care, Inc.
San Diego
15,884
181,949
2.1
%
1.1
%
2035
9.8
14
Synopsys, Inc.
San Francisco Bay Area
15,492
342,891
2.1
%
2.1
%
2030
5.2
15
Viacom International, Inc.
Los Angeles
13,718
220,330
1.8
%
1.3
%
2028
3.5
16
Indeed, Inc.
Austin CBD
13,430
330,394
1.8
%
2.0
%
2034
9.5
17
Sony Interactive Entertainment, LLC
San Francisco Bay Area
13,059
127,760
1.7
%
0.8
%
2030
4.8
18
Amazon.com
Seattle
12,921
284,307
1.7
%
1.7
%
2030
4.6
19
Nektar Therapeutics, Inc.
San Francisco Bay Area
12,297
135,974
1.6
%
0.8
%
2030
4.6
20
Riot Games, Inc.
(6)
Los Angeles
12,234
197,676
1.6
%
1.2
%
2026 / 2031
3.2
Total
$
412,420
6,727,939
54.6
%
41.0
%
5.9
________________________
(1)
Includes subsidiaries of the tenant listed. Excludes tenants at properties classified as held for sale.
(2)
Annualized base rental revenue is calculated as the annualized monthly contractual rents from existing tenants, including the impact of straight-lined rent escalations and the amortization of free rent periods and excluding the impact of the following: amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases, and expense reimbursement revenue.
Includes 100% of the annualized base rental revenues of consolidated property partnerships.
(3)
Significant lease expirations include those greater than 25,000 rentable square feet.
(4)
The 2025 lease expiration represents 26,043 rentable square feet that expired on June 30, 2025.
(5)
The 2026 lease expiration represents 49,255 rentable square feet that expires on September 30, 2026.
(6)
The 2026 lease expiration represents 110,834 rentable square feet that expires on November 30, 2026.
28
Factors That May Influence Future Results of Operations
Leasing Activity and Changes in Rental Rates
The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly developed or redeveloped properties, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates at our properties. Negative trends in one or more of these factors could adversely affect our rental income in future periods. The following tables set forth certain information regarding leasing activity during the three and six months ended June 30, 2025:
Leases Executed
(1)(2)
Quarter to Date
Number of Leases
Rentable Square Feet
Weighted Average Lease Term (in months)
TI / LC per
Sq. Ft.
(3)
TI / LC per
Sq. Ft. /
Year
(3)
Changes
in
Rents
(4)
Changes in
Cash
Rents
(5)
New
Renewal
New
Renewal
Total
2nd Gen Leasing
(6)
17
12
161,845
120,634
282,479
54
$
46.69
$
10.38
(11.2)
%
(15.2)
%
1st Gen / Major Repositioning /
In-Process Development & Redevelopment Leasing
(7)
5
—
63,464
—
63,464
139
$
147.86
$
12.76
Total
22
12
225,309
120,634
345,943
Number of Leases
Rentable Square Feet
Weighted Average Lease Term (in months)
TI / LC per
Sq. Ft.
(3)
TI / LC per
Sq. Ft. /
Year
(3)
Changes
in
Rents
(4)
Changes in
Cash
Rents
(5)
Year to Date
New
Renewal
New
Renewal
Total
2nd Gen Leasing
(6)
35
26
276,425
208,435
484,860
59
$
48.75
$
9.91
(13.1)
%
(18.5)
%
1st Gen / Major Repositioning /
In-Process Development & Redevelopment Leasing
(7)
8
—
105,272
—
105,272
111
$
146.57
$
15.85
Total
43
26
381,697
208,435
590,132
Retention Rate Calculations
(8)
Quarter to Date
Year to Date
Retention Rate
32.5
%
25.2
%
Retention Rate, including subtenants
(9)
35.0
%
34.4
%
________________________
(1)
Includes 100% of consolidated property partnerships. Excludes leases with a lease term of less than one year.
(2)
During the three months ended June 30, 2025, 13 new leases totaling 123,963 rentable square feet were signed and commenced. During the six months ended June 30, 2025, 40 new leases totaling 241,827 rentable square feet were signed and commenced.
(3)
Includes tenant improvements and third-party leasing commissions. Amounts exclude tenant-funded tenant improvements and indirect leasing costs.
(4)
Calculated as the change between the expiring GAAP rent and the new GAAP rent for the same space. Space that was vacant when the property was acquired is excluded from our change in rents calculations to provide a more meaningful market comparison.
(5)
Calculated as the change between the expiring cash rent and the new cash rent for the same space. Space that was vacant when the property was acquired is excluded from our change in rents calculations to provide a more meaningful market comparison.
(6)
Represents leases executed at properties in the stabilized portfolio during the period, excluding leases with a lease term of less than one year. Excludes leases executed at space not previously leased at recently completed development projects that have been added to the stabilized portfolio and at space in the stabilized portfolio for which we are incurring significant non-recurring capital expenditures to reposition and is expected to result in additional revenue generated when re-leased. Tenant improvement and leasing commission capital expenditures for projects classified as Major Repositioning are captured in 2nd Gen Capital Expenditures.
(7)
Represents leases executed at space not previously leased, recently completed development projects that have been added to the stabilized portfolio, at space in the stabilized portfolio for which we are incurring significant non-recurring capital expenditures to reposition and is expected to result in additional revenue generated when re-leased, and at projects in our development and redevelopment portfolios.
(8)
Calculated as the percentage of square footage renewed by existing tenants at lease expiration or termination divided by the square footage of space renewed by existing tenants and lease expirations during the period.
(9)
Represents the retention rate, inclusive of leases with subtenants where the Company does not expect to experience significant downtime in occupancy between leases.
29
Lease Expirations
(1)(2)
The following tables set forth certain information regarding our scheduled lease expirations for our stabilized portfolio, excluding our residential properties, for the remainder of 2025 and the next five years and by region for the remainder of 2025 and in 2026:
Year of Lease Expiration
Number of
Expiring
Leases
Total Square
Feet
% of Total
Leased Sq. Ft.
Annualized
Base Rent
(in thousands)
(3)
% of Total
Annualized
Base Rent
(3)
Annualized Base
Rent per Sq. Ft.
(3)
Month-to-Month
20
19,020
N/A
N/A
N/A
N/A
Remainder of 2025
(4)
38
321,100
2.4
%
$
16,980
2.2
%
$
52.88
2026
(4)
69
1,303,220
10.0
%
60,747
8.1
%
46.61
2027
(4)
72
1,004,126
7.7
%
39,109
5.1
%
38.95
2028
64
1,169,196
8.9
%
72,687
9.6
%
62.17
2029
52
1,261,850
9.6
%
68,648
9.1
%
54.40
2030
68
1,690,170
12.9
%
99,332
13.1
%
58.77
Total
363
6,749,662
51.5
%
$
357,503
47.2
%
$
52.97
Year
Region
Number of
Expiring Leases
Total
Square Feet
% of Total
Leased Sq. Ft.
Annualized
Base Rent
(in thousands)
(3)
% of Total
Annualized
Base Rent
(3)
Annualized Rent
per Sq. Ft.
(3)
2025
(4)
Los Angeles
23
67,982
0.5
%
$
2,817
0.4
%
$
41.44
San Diego
6
60,485
0.5
%
4,042
0.5
%
66.82
San Francisco Bay Area
6
93,381
0.6
%
6,332
0.8
%
67.81
Seattle
3
99,252
0.8
%
3,789
0.5
%
38.17
Austin
—
—
—
%
—
—
%
—
Total
38
321,100
2.4
%
$
16,980
2.2
%
$
52.88
2026
(4)
Los Angeles
31
532,611
4.1
%
$
20,487
2.7
%
$
38.46
San Diego
11
158,231
1.2
%
8,648
1.1
%
54.66
San Francisco Bay Area
13
316,514
2.4
%
20,241
2.8
%
63.95
Seattle
14
295,864
2.3
%
11,371
1.5
%
38.43
Austin
—
—
—
%
—
—
%
—
Total
69
1,303,220
10.0
%
$
60,747
8.1
%
$
46.61
________________________
(1)
Represents all in-place leases as of June 30, 2025, except intercompany leases.
(2)
Includes 100% of annualized base rent of consolidated property partnerships.
(3)
Represents annualized monthly contractual rents from existing tenants, including the impact of straight-lined rent escalations and the amortization of free rent periods and excluding the impact of the following: amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases, and expense reimbursement revenue. Additionally, the underlying leases contain various expense structures including full service gross, modified gross, and triple net. Amounts represent percentage of total portfolio annualized contractual base rental revenue. For additional information on tenant improvement and leasing commission costs incurred by the Company for the current reporting period, please see further discussion under the caption “Leases Executed.”
(4)
Adjusting for leases that have been backfilled or renewed by a subtenant as of June 30, 2025 but not yet commenced, the 2025, 2026, and 2027 expirations would be reduced by 90,492, 1,272, and 5,875 square feet, respectively.
In addition to the 3.2 million rentable square feet, or 19.2%, of unoccupied space in our stabilized portfolio as of June 30, 2025, leases representing approximately 12.4% of the occupied square footage of our stabilized portfolio are scheduled to expire during the remainder of 2025 and in 2026. The leases scheduled to expire during the remainder of 2025 and in 2026 represent approximately 1.6 million rentable square feet, or 10.3% of our total annualized base rental revenue. Adjusting for leases that have been backfilled or renewed by a subtenant as of June 30, 2025 but not yet commenced, the remaining 2025, 2026, and 2027 expirations would be 230,608, 1,301,948, and 998,251 square feet, respectively.
Our rental rates and occupancy are impacted by general economic conditions, including the pace of regional economic growth and access to capital. Therefore, we cannot guarantee that leases will be renewed or that available space will be re-leased at rental rates equal to or above the current market rates.
30
Sublease Space
Of our occupied space as of June 30, 2025, approximately 2.0 million rentable square feet, or 12.1% of the square footage in our stabilized portfolio, was available for sublease, primarily in the San Francisco Bay Area, in addition to the rentable square feet currently subleased. Of the approximately 2.0 million rentable square feet available for sublease as of June 30, 2025, approximately 18,663 rentable square feet representing one lease is scheduled to expire in 2025 and approximately 117,369 rentable square feet representing two leases are scheduled to expire in 2026.
Capital Recycling Program
We continuously evaluate opportunities for the potential disposition of non-core properties and undeveloped land in our portfolio, or the formation of strategic ventures, with the intent of using the proceeds generated to acquire new operating and development properties, to finance development and redevelopment expenditures, to repay long-term debt, and for other general corporate purposes. We continue to evaluate strategic opportunities and remain a disciplined buyer of core, value-add, and strategic operating properties. We historically have focused on markets populated by knowledge and creative-based tenants in a variety of industries, including technology, entertainment, healthcare, life sciences, and business services. As part of our capital recycling strategy, we may attempt to enter into transactions intended to qualify as like-kind exchanges pursuant to Section 1031 of the Code (“Section 1031 Exchanges”), and other tax deferred transaction structures, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes. See the “Liquidity and Capital Resources of the Operating Partnership – Liquidity Sources” section for further discussion of our capital recycling activities.
As of June 30, 2025, we had one operating property, comprised of four buildings, classified as held for sale, with an expected sales price of $365.0 million. The sale of this property is expected to close late in the third quarter of 2025. The timing of any potential future disposition or strategic venture transactions will depend on market conditions and other factors, including, but not limited to, our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained due to current economic and market conditions), and our ability to absorb or defer some or all of the taxable gains on the sales. We cannot assure that we will dispose of any additional properties, enter into any additional strategic ventures, or that we will be able to effect a Section 1031 Exchange or be able to use other tax deferred structures in connection with our strategy. See the “Liquidity and Capital Resources of the Operating Partnership – Liquidity Sources” section for further information.
In connection with our capital recycling strategy, we may have one or more potential acquisitions of properties and/or undeveloped land under consideration that are in varying stages of negotiation and due diligence review, or under contract, at any point in time. However, we cannot guarantee that we will enter into any agreements to acquire properties or undeveloped land, or that the potential acquisitions contemplated by any agreements we may enter into in the future will be completed. In addition, acquisitions are subject to various risks and uncertainties, and we may be unable to complete an acquisition after making a nonrefundable deposit or incurring acquisition-related costs.
Development and Redevelopment Programs
We believe that a portion of our long-term future growth will indirectly continue to come from the completion of our in-process development and redevelopment projects and, subject to market conditions, from identifying new redevelopment opportunities and executing on our future development pipeline. Our future development pipeline may also expand in the future through targeted acquisitions of development opportunities on the West Coast and in Austin, Texas, subject to market conditions.
We have a proactive planning process by which we continually evaluate the size, timing, costs, and scope of our development and redevelopment programs and, as necessary, scale activity to reflect the economic conditions and the real estate fundamentals that exist in our submarkets. We expect to execute on our development and redevelopment programs with prudence and will be pursuing opportunities with attractive economic returns in strategic locations with proximity to public transportation or transportation access, retail amenities, and in markets with strong fundamentals and visible demand. We generally plan to develop projects in phases, as appropriate, and we favor starting projects with significant pre-leasing activity.
31
In-Process Development - Tenant Improvement
As of June 30, 2025, we had one development project in the tenant improvement phase:
•
Kilroy Oyster Point (Phase 2), South San Francisco, California. In June 2021, we commenced construction on Phase 2 of this 39-acre life science campus situated on the waterfront in South San Francisco and progressed the property to the tenant improvement phase during the first quarter of 2025. The second phase encompasses approximately 875,000
square feet of office and life science space across three buildings with a total estimated investment of $1.0 billion. We expect this property to be added to the stabilized portfolio upon the completion of the 12-month lease up period which is expected to end in the first quarter of 2026.
In-Process Redevelopment - Tenant Improvement
As of June 30, 2025, we had
two redevelopment projects in the tenant improvement phase:
•
4690 Executive Drive, University Towne Center, San Diego, California. In March 2022, we began the phased redevelopment of this property and completed base building components and moved the building to the tenant improvement phase during the third quarter of 2024. This project is comprised of approximately 52,000 square feet of life science space with a total estimated investment of $30.0 million, inclusive of the depreciated basis of the building. We expect this property to be added to the stabilized portfolio upon the completion of the 12-month lease up period which is expected to end in the third quarter of 2025. We executed one lease this quarter for one floor of the building, bringing the project to 47% leased.
•
4400 Bohannon Drive, Menlo Park, California. In December 2022, we began the redevelopment of this property in the Other Peninsula submarket and completed base building components and moved the building to the tenant improvement phase during the third quarter of 2024. This project is comprised of approximately 48,000 square feet of life science space with a total estimated investment of $55.0 million, inclusive of the depreciated basis of the building. We expect this property to be added to the stabilized portfolio upon the completion of the 12-month lease up period which is expected to end in the third quarter of 2025.
Future Development Pipeline
As of June 30, 2025, our future development pipeline included eight future projects located in Los Angeles, San Diego, the San Francisco Bay Area, Seattle, and Austin with an aggregate cost basis of approximately $1.5 billion, at which we believe we could develop more than 6.0 million rentable square feet of office space and approximately 1,750 residential units.
The following table sets forth information about our future development pipeline:
Future Development Pipeline
Location
Approx. Developable Square Feet / Residential Units
(1)
Total Costs
as of 6/30/2025
($ in millions)
(2)
Los Angeles
1633 26th Street
(3)
West Los Angeles
190,000
$
15.1
San Diego
Santa Fe Summit
(3)(4)
56 Corridor
600,000 - 650,000
116.3
2045 Pacific Highway
Little Italy / Point Loma
275,000
61.1
Kilroy East Village
East Village
1,100 units
68.0
San Francisco Bay Area
Kilroy Oyster Point - Phases 3 and 4
South San Francisco
875,000 - 1,000,000
243.4
Flower Mart
San Francisco CBD
2,300,000
683.6
Seattle
SIX0
Lake Union / Denny Regrade
925,000 and 650 units
201.4
Austin
Stadium Tower
Stadium District / Domain
493,000
75.8
TOTAL:
$
1,464.7
________________________
(1)
Project scope, including the estimated developable square feet or number of residential units, could change materially from estimates provided due to one or more of the following: significant changes in the economy, market conditions, tenant requirements and demands, construction costs, new supply, regulatory and entitlement processes, or project design.
32
(2)
Represents costs incurred, net of municipal bonds proceeds received related to public infrastructure improvements, including accrued liabilities in accordance with GAAP, as of June 30, 2025.
(3)
Subject to a signed agreement and non-refundable deposit as of the date of this filing. Both development sites are anticipated to close upon receipt of entitlements, which is likely to occur in 2026.
(4)
Approximately five acres of the 22-acre future development site is under contract.
Fluctuations in our development activities could cause fluctuations in the average development asset balances qualifying for interest and other carrying cost and internal cost capitalization in future periods. A slowdown in development activities could result in fewer projects qualifying for interest capitalization under GAAP, resulting in higher interest expense. The following table sets forth our capitalized interest and internal overhead cost capitalization in our stabilized portfolio:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands)
Capitalized Interest
Average Qualifying Costs
$
1,914,978
$
1,863,652
$
1,890,610
$
1,819,653
Capitalized Interest
$
21,333
$
20,515
$
41,881
$
40,322
Capitalized Internal Overhead Costs
Development & Redevelopment Projects
$
1,840
$
3,067
$
4,107
$
5,942
Capital Improvement Projects
$
1,967
$
2,267
$
4,334
$
4,616
Incentive Compensation
Our Executive Compensation Committee determines compensation, including cash bonuses and equity incentives, for our executive officers, as defined in Rule 16 under the Exchange Act. For 2025, the annual cash bonus program was structured to allow the Executive Compensation Committee to evaluate the Company’s performance against pre-established goals under a variety of key quantitative and qualitative metrics at the end of the year and make a determination based on the Company’s and management’s overall performance. Our Executive Compensation Committee also grants equity incentive awards from time to time that include performance-based and/or market-measure based vesting requirements and time-based vesting requirements. As a result, accrued incentive compensation and compensation expense for future awards may be affected by our operating and development performance, financial results, stock price, market conditions, liquidity measures, and other factors. Consequently, we cannot predict the amounts that will be recorded in future periods related to such incentive compensation.
As of June 30, 2025, there was approximately $33.4 million of total unrecognized compensation costs related to outstanding nonvested RSUs granted under share-based compensation arrangements. Such amount is based in part upon the estimated future outcome of the performance metrics as of June 30, 2025, and the actual compensation cost ultimately recognized could increase or decrease from this estimate based upon actual performance results. These costs are expected to be recognized over a weighted-average period of 2.0 years. The $33.4 million of unrecognized compensation cost does not reflect the future compensation costs for any share-based awards that may be granted subsequent to June 30, 2025. Share-based compensation expense for potential future awards could be affected by our operating and development performance, financial results, stock price, market conditions, and other factors. For additional information regarding our equity incentive awards, see Note 7 “Share-Based Compensation” to our consolidated financial statements included in this report.
33
Results of Operations
Net Operating Income
Management internally evaluates the operating performance and financial results of our stabilized portfolio based on Net Operating Income. We define “Net Operating Income” as consolidated operating revenues (rental income and other property income) less consolidated operating expenses (property expenses, real estate taxes, and ground leases). Commencing January 1, 2025, the Company also began excluding lease termination fees from the calculation of rental income for Net Operating Income as they are non-recurring in nature and its exclusion will provide a measure that we believe is more indicative of our core operating performance. Historical amounts for Net Operating Income have been revised to conform with current period presentation.
Net Operating Income is considered by management to be an important and appropriate supplemental performance measure to net income because we believe it helps both investors and management to understand the core operations of our properties excluding corporate and financing-related costs and non-cash depreciation and amortization. Net Operating Income is an unlevered operating performance metric of our properties and allows for a useful comparison of the operating performance of individual assets or groups of assets. This measure thereby provides an operating perspective not immediately apparent from net income. In addition, Net Operating Income is considered by many in the real estate industry to be a useful starting point for determining the value of a real estate asset or group of assets. Other real estate companies may use different methodologies for calculating Net Operating Income and, accordingly, our presentation of Net Operating Income may not be comparable to other real estate companies. Because of the exclusion of the items shown in the reconciliation below, Net Operating Income should only be used as a supplemental measure of our financial performance and not as an alternative to GAAP net income.
Management further evaluates Net Operating Income by evaluating the performance from the following property groups:
•
Same Property Portfolio – includes the consolidated results of all of the properties that were owned and included in our stabilized portfolio for two comparable reporting periods, i.e., owned and included in our stabilized portfolio as of
January 1, 2024 and still owned and included in the stabilized portfolio as of June 30, 2025, including our three residential properties in Hollywood and Del Mar, California;
•
Acquisition Properties – includes the results, from the date of acquisition through the periods presented, for the one property acquired in the third quarter of 2024;
•
Development Properties – includes the results generated by certain of our in-process development and redevelopment projects, and expenses for certain of our future development projects; and
•
Disposition & Held for Sale Properties – includes the results of one property disposed of in the second quarter of 2025 and one property, comprised of four buildings, classified as held for sale as of June 30, 2025.
The following table sets forth certain information regarding the property groups within our stabilized office portfolio as of June 30, 2025:
Group
# of Buildings
Rentable
Square Feet
Same Property Portfolio
116
16,291,760
Acquisition Properties
2
103,731
Total Stabilized Portfolio
118
16,395,491
34
Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024
The following table summarizes our Net Operating Income for our total portfolio for the three months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Dollar
Change
Percentage
Change
2025
2024
($ in thousands)
Reconciliation of Net Income Available to Common Stockholders to Net Operating Income, as defined:
Net Income Available to Common Stockholders
$
68,449
$
49,211
$
19,238
39.1
%
Net income attributable to noncontrolling common units of the Operating Partnership
663
458
205
44.8
%
Net income attributable to noncontrolling interests in consolidated property partnerships
10,456
4,878
5,578
114.4
%
Net income
$
79,568
$
54,547
$
25,021
45.9
%
Unallocated expense (income):
Lease termination fees
(1)
(10,754)
(1,451)
(9,303)
641.1
%
General and administrative expenses
18,475
18,824
(349)
(1.9)
%
Leasing costs
2,277
2,119
158
7.5
%
Depreciation and amortization
87,625
87,151
474
0.5
%
Interest income
(512)
(10,084)
9,572
(94.9)
%
Interest expense
30,844
36,763
(5,919)
(16.1)
%
Other income (expense)
(190)
127
(317)
(249.6)
%
Gain on sale of depreciable operating property
(16,554)
—
(16,554)
(100.0)
%
Net Operating Income
$
190,779
$
187,996
$
2,783
1.5
%
____________________
(1)
Commencing January 1, 2025, the Company began excluding lease termination fees from the calculation of rental income for Net Operating Income. Net Operating Income as presented has been conformed to our new definition.
The following tables summarize our Net Operating Income for our total portfolio for the three months ended June 30, 2025 and 2024:
Three Months Ended June 30,
2025
2024
Same
Property
Develop-
ment
Acquisi-
tion
Disposition
& Held for
Sale
Total
Same
Property
Develop-
ment
Acquisi-
tion
Disposition
& Held for
Sale
Total
(in thousands)
Operating revenues:
Rental income
(1)
$
263,060
$
109
$
1,542
$
9,606
$
274,317
$
262,471
$
819
$
—
$
11,178
$
274,468
Other property income
4,576
183
—
62
4,821
4,711
77
—
24
4,812
Total
267,636
292
1,542
9,668
279,138
267,182
896
—
11,202
279,280
Property and related expenses:
Property expenses
56,751
338
280
1,206
58,575
57,672
250
—
1,357
59,279
Real estate taxes
24,677
724
107
1,257
26,765
27,307
456
—
1,246
29,009
Ground leases
3,019
—
—
—
3,019
2,996
—
—
—
2,996
Total
84,447
1,062
387
2,463
88,359
87,975
706
—
2,603
91,284
Net Operating Income
$
183,189
$
(770)
$
1,155
$
7,205
$
190,779
$
179,207
$
190
$
—
$
8,599
$
187,996
____________________
(1)
Beginning January 1, 2025, the Company began excluding lease termination fees from the calculation of rental income for Net Operating Income. Net Operating Income as presented has been conformed to our new definition. The three months ended June 30, 2025 and 2024 excludes $10.8 million and
$1.5 million of lease termination fees from total Net Operating Income, respectively, related to the Same Property portfolio.
35
Three Months Ended June 30, 2025 as compared to the Three Months Ended June 30, 2024
Same Property
Development
Acquisition
Disposition &
Held for Sale
Total
Dollar
Change
Percent
Change
Dollar
Change
Percent
Change
Dollar Change
Percent Change
Dollar
Change
Percent
Change
Dollar
Change
Percent
Change
($ in thousands)
Operating revenues:
Rental income
(1)
$
589
0.2
%
$
(710)
(86.7)
%
$
1,542
100.0
%
$
(1,572)
(14.1)
%
$
(151)
(0.1)
%
Other property income
(135)
(2.9)
%
106
137.7
%
—
—
%
38
158.3
%
9
0.2
%
Total
454
0.2
%
(604)
(67.4)
%
1,542
100.0
%
(1,534)
(13.7)
%
(142)
(0.1)
%
Property and related expenses:
Property expenses
(921)
(1.6)
%
88
35.2
%
280
100.0
%
(151)
(11.1)
%
(704)
(1.2)
%
Real estate taxes
(2,630)
(9.6)
%
268
58.8
%
107
100.0
%
11
0.9
%
(2,244)
(7.7)
%
Ground leases
23
0.8
%
—
—
%
—
—
%
—
—
%
23
0.8
%
Total
(3,528)
(4.0)
%
356
50.4
%
387
100.0
%
(140)
(5.4)
%
(2,925)
(3.2)
%
Net Operating Income
$
3,982
2.2
%
$
(960)
(505.3)
%
$
1,155
100.0
%
$
(1,394)
(16.2)
%
$
2,783
1.5
%
____________________
(1)
Beginning January 1, 2025, the Company began excluding lease termination fees from the calculation of rental income for Net Operating Income. The three months ended June 30, 2025 and 2024 excludes
$10.8 million and $1.5 million of lease termination fees from total Net Operating Income, respectively, related to the Same Property portfolio.
Net Operating Income increased $2.8 million, or 1.5%, for the three months ended June 30, 2025 as compared to the
three
months ended June 30, 2024, primarily resulting from:
•
An increase in Net Operating Income of $4.0 million, or 2.2%, attributable to the Same Property portfolio, which was driven by the following activity:
•
An increase in total operating revenues of $0.5 million, or 0.2%, primarily due to a(n):
•
$5.7 million increase in revenue associated with tenant creditworthiness considerations that resulted in higher non-recurring charges in 2024; and
•
$2.2 million increase in restoration fee income in 2025;
Partially offset by:
•
$5.7 million decrease in straight-line rent, primarily due to the burn-off of $2.2 million in abated rent, mainly in the San Francisco Bay Area and San Diego regions, and aging leases where cash rent now exceeds GAAP rent on a straight-line basis;
•
$1.0 million decrease in revenues from recoverable operating expenses; and
•
$0.7 million decrease in net base rent, primarily due to a $5.1 million decrease due to lease expirations, partially offset by a $2.2 million increase from higher rates and a $2.2 million increase in cash rent due to the burn-off of abated rent mentioned above.
•
A decrease in property and related expenses of $3.5 million, or 4.0%, primarily due to a(n):
•
$2.6 million decrease in real estate taxes, primarily due to a net increase in refunds of $1.2 million received in 2025 and a $1.4 million decrease resulting from lower assessed property values; and
•
$0.9 million decrease in property expenses, primarily due to a decrease in insurance premiums.
•
An increase in Net Operating Income of $1.2 million, or 100.0%, attributable to the Acquisition Properties.
Partially offset by:
•
A decrease in Net Operating Income of $1.4 million, or 16.2%, attributable to the Disposition & Held for Sale Properties.
36
•
A decrease in Net Operating Income of $1.0 million, or 505.3%, attributable to the Development Properties.
Unallocated Expenses and Income
Lease Termination Fees
Lease termination fees increased $9.3 million, or 641.1%, for the three months ended June 30, 2025 as compared to the
three
months ended June 30, 2024, primarily due to a lease termination fee recognized for one tenant in 2025 in the San Francisco Bay Area region.
General and Administrative Expenses
General and administrative expenses remained generally consistent for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Depreciation and Amortization
Depreciation and amortization increased $0.5 million, or 0.5%, for the three months ended June 30, 2025 as compared to the three
months ended June 30, 2024, primarily due to the following:
•
An increase of $1.0 million attributable to the Acquisition Properties; and
•
An increase of $0.5 million attributable to the Development Properties; partially offset by
•
A decrease of $0.3 million attributable to the Same Property Portfolio, primarily due to early lease terminations and fully depreciated assets; and
•
A decrease of $0.7 million attributable to the Disposition & Held for Sale Properties.
Interest Income
Interest income decreased $9.6 million, or 94.9%, for the three months ended June 30, 2025 as compared to the three
months ended June 30, 2024, primarily due to carrying lower balances in our interest-bearing accounts.
Interest Expense
The following table sets forth our gross interest expense and capitalized interest for the three months ended June 30, 2025 and 2024:
Three Months Ended June 30,
2025
2024
Dollar Change
Percentage
Change
($ in thousands)
Gross interest expense
$
52,177
$
57,278
$
(5,101)
(8.9)
%
Capitalized interest
(21,333)
(20,515)
(818)
4.0
%
Interest expense
$
30,844
$
36,763
$
(5,919)
(16.1)
%
Average Qualifying Costs
$
1,914,978
$
1,863,652
$
51,326
2.8
%
Weighted Average Interest and Loan Fee Amortization Rate
4.47
%
4.43
%
0.04
%
Gross interest expense, before the effect of capitalized interest, decreased $5.1 million, or 8.9%, for the
three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to a decrease in the average outstanding debt balance for the three months ended June 30, 2025.
Capitalized interest increased $0.8 million, or 4.0%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to an increase in the average aggregate cost basis on in-process development and redevelopment projects and future development pipeline projects during the three months ended June 30, 2025. Capitalized interest will vary based on the current status of active development or redevelopment projects and our future development
37
pipeline. For additional information about the potential impact of inflation on our interest expense and construction costs, and the impact on our business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy our debt service obligations, refer to “Part I, Item IA. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024.
Net Income Attributable to Noncontrolling Interests in Consolidated Property Partnerships
Net income attributable to noncontrolling interests in consolidated property partnerships increased $5.6 million, or 114.4%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to lease termination fee income from one tenant in 2025. The amounts reported for the three months ended June 30, 2025 and 2024 are comprised of the share of net income attributable to noncontrolling interests for 100 First LLC, 303 Second LLC, and Redwood LLC. See Note 1 “Organization, Ownership, and Basis of Presentation” to our consolidated financial statements included in this report for additional information.
38
Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
The following table summarizes our Net Operating Income for our total portfolio for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
Dollar
Change
Percentage
Change
2025
2024
($ in thousands)
Reconciliation of Net Income Available to Common Stockholders to Net Operating Income, as defined:
Net Income Available to Common Stockholders
$
107,457
$
99,131
$
8,326
8.4
%
Net income attributable to noncontrolling common units of the Operating Partnership
1,038
960
78
8.1
%
Net income attributable to noncontrolling interests in consolidated property partnerships
14,754
10,156
4,598
45.3
%
Net income
$
123,249
$
110,247
$
13,002
11.8
%
Unallocated expense (income):
Lease termination fees
(1)
(11,260)
(3,136)
(8,124)
259.1
%
General and administrative expenses
35,376
36,116
(740)
(2.0)
%
Leasing costs
5,150
4,398
752
17.1
%
Depreciation and amortization
174,744
175,182
(438)
(0.3)
%
Interest income
(1,646)
(23,274)
21,628
(92.9)
%
Interest expense
61,992
75,634
(13,642)
(18.0)
%
Other income (expense)
(33)
414
(447)
(108.0)
%
Gain on sale of depreciable operating property
(16,554)
—
(16,554)
100.0
%
Net Operating Income
$
371,018
$
375,581
$
(4,563)
(1.2)
%
____________________
(1)
Commencing January 1, 2025, the Company began excluding lease termination fees from the calculation of rental income for Net Operating Income. Net Operating Income as presented has been conformed to our new definition.
The following tables summarize our Net Operating Income for our total portfolio for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
2025
2024
Same
Property
Develop-
ment
Acquisi-
tion
Disposition
& Held for
Sale
Total
Same
Property
Develop-
ment
Acquisi-
tion
Disposition
& Held for
Sale
Total
(in thousands)
Operating revenues:
Rental income
(1)
$
517,424
$
264
$
3,124
$
19,243
$
540,055
$
524,669
$
957
$
—
$
22,047
$
547,673
Other property income
8,797
440
—
184
9,421
8,250
188
—
65
8,503
Total
526,221
704
3,124
19,427
549,476
532,919
1,145
—
22,112
556,176
Property and related expenses:
Property expenses
113,645
730
520
2,394
117,289
113,690
528
—
2,381
116,599
Real estate taxes
50,875
1,526
213
2,516
55,130
54,813
942
—
2,493
58,248
Ground leases
6,039
—
—
—
6,039
5,748
—
—
—
5,748
Total
170,559
2,256
733
4,910
178,458
174,251
1,470
—
4,874
180,595
Net Operating Income
$
355,662
$
(1,552)
$
2,391
$
14,517
$
371,018
$
358,668
$
(325)
$
—
$
17,238
$
375,581
____________________
(1)
Beginning January 1, 2025, the Company began excluding lease termination fees from the calculation of rental income for Net Operating Income. Net Operating Income as presented has been conformed to our new definition. The six months ended June 30, 2025 and 2024 excludes $11.3 million and $3.1 million of lease termination fees from total Net Operating Income, respectively, related to the Same Property portfolio.
39
Six Months Ended June 30, 2025 as compared to the Six Months Ended June 30, 2024
Same Property
Development
Acquisition
Disposition &
Held for Sale
Total
Dollar
Change
Percent
Change
Dollar
Change
Percent
Change
Dollar Change
Percent Change
Dollar
Change
Percent
Change
Dollar
Change
Percent
Change
($ in thousands)
Operating revenues:
Rental income
(1)
$
(7,245)
(1.4)
%
$
(693)
(72.4)
%
$
3,124
100.0
%
$
(2,804)
(12.7)
%
$
(7,618)
(1.4)
%
Other property income
547
6.6
%
252
134.0
%
—
—
%
119
183.1
%
918
10.8
%
Total
(6,698)
(1.3)
%
(441)
(38.5)
%
3,124
100.0
%
(2,685)
(12.1)
%
(6,700)
(1.2)
%
Property and related expenses:
Property expenses
(45)
—
%
202
38.3
%
520
100.0
%
13
0.5
%
690
0.6
%
Real estate taxes
(3,938)
(7.2)
%
584
62.0
%
213
100.0
%
23
0.9
%
(3,118)
(5.4)
%
Ground leases
291
5.1
%
—
—
%
—
—
%
—
—
%
291
5.1
%
Total
(3,692)
(2.1)
%
786
53.5
%
733
100.0
%
36
0.7
%
(2,137)
(1.2)
%
Net Operating Income
$
(3,006)
(0.8)
%
$
(1,227)
377.5
%
$
2,391
100.0
%
$
(2,721)
(15.8)
%
$
(4,563)
(1.2)
%
____________________
(1)
Beginning January 1, 2025, the Company began excluding lease termination fees from the calculation of rental income for Net Operating Income. The six months ended June 30, 2025 and 2024 excludes $11.3 million and $3.1 million
of lease termination fees from total Net Operating Income, respectively, related to the Same Property portfolio.
Net Operating Income decreased $4.6 million, or 1.2%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily resulting from:
•
A decrease in Net Operating Income of $3.0 million, or 0.8%, attributable to the Same Property portfolio, which was driven by the following activity:
•
A decrease in total operating revenues of $6.7 million, or 1.3%, primarily due to a(n):
•
$12.1 million decrease in straight-line rent, primarily due to the burn-off of $6.1 million in abated rent, mainly in the San Francisco Bay Area and San Diego regions, and aging leases where cash rent now exceeds GAAP rent on a straight-line basis;
•
$2.9 million decrease in revenues from recoverable operating expenses, primarily related to a $1.5 million non-recurring reimbursement in 2024; and
•
$1.9 million decrease in amortization of deferred revenue, mainly resulting from tenant move outs;
Partially offset by:
•
$7.4 million increase in revenue associated with tenant creditworthiness considerations that resulted in higher non-recurring charges in 2024;
•
$1.6 million increase due to increase in restoration fee income in 2025, partially offset by higher settlement fee income in 2024; and
•
$1.2 million increase in net base rent, primarily due to a $6.2 million increase from higher rates and the above-mentioned $6.1 million increase in cash rent due to the burn-off of abated rent, partially offset by a net $11.1 million decrease due to lease expirations.
•
A decrease in property and related expenses of $3.7 million, or 2.1%, primarily due to a(n):
•
$3.9 million decrease in real estate taxes, primarily due to a net increase in refunds of $1.3 million received in 2025 and a $2.8 million decrease resulting from lower assessed property values.
•
A decrease in Net Operating Income of $2.7 million, or 15.8%, attributable to the Disposition & Held for Sale Properties.
40
Partially offset by:
•
An increase in Net Operating Income of $2.4 million, or 100.0%, attributable to the Acquisition Properties.
•
An increase in Net Operating Income of $1.2 million, or 377.5%, attributable to the Development Properties.
Unallocated Expenses and Income
Lease Termination Fees
Lease termination fees increased $8.1 million, or 259.1%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a lease termination fee recognized for one tenant in 2025 in the San Francisco Bay Area region.
General and Administrative Expenses
General and administrative expenses remained generally consistent for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024
.
Leasing Costs
Leasing costs increased $0.8 million, or 17.1%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to an increase in leasing overhead during the six months ended June 30, 2025.
Depreciation and Amortization
Depreciation and amortization decreased $0.4 million, or 0.3%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the following:
•
A decrease of $2.0 million attributable to the Same Property Portfolio, primarily due to early lease terminations and fully depreciated assets; and
•
A decrease of $0.7 million attributable to Disposition & Held for Sale Properties; partially offset by
•
An increase of $2.1 million attributable to Acquisition Properties; and
•
An increase of $0.2 million attributable to the Development Properties.
Interest Income
Interest income decreased $21.6 million, or 92.9%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to carrying lower balances in our interest-bearing accounts.
Interest Expense
The following table sets forth our gross interest expense and capitalized interest for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30,
2025
2024
Dollar Change
Percentage
Change
($ in thousands)
Gross interest expense
$
103,873
$
115,956
$
(12,083)
(10.4)
%
Capitalized interest
(41,881)
(40,322)
(1,559)
3.9
%
Interest expense
$
61,992
$
75,634
$
(13,642)
(18.0)
%
Average Qualifying Costs
$
1,890,610
$
1,819,653
$
70,957
3.9
%
Weighted Average Interest and Loan Fee Amortization Rate
4.47
%
4.46
%
0.01
%
41
Gross interest expense, before the effect of capitalized interest, decreased $12.1 million, or 10.4%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in the average outstanding debt balance for the six months ended June 30, 2025.
Capitalized interest increased $1.6 million, or 3.9%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to an increase in the average aggregate cost basis on in-process development and redevelopment projects and future development pipeline projects during the six months ended June 30, 2025. Capitalized interest will vary based on the current status of active development or redevelopment projects and our future development pipeline. For additional information about the potential impact of inflation on our interest expense and construction costs, and the impact on our business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy our debt service obligations, refer to “Part I, Item IA. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024.
Net Income Attributable to Noncontrolling Interests in Consolidated Property Partnerships
Net income attributable to noncontrolling interests in consolidated property partnerships increased $4.6 million, or 45.3%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to lease termination fee income from one tenant in 2025. The amounts reported for the six months ended June 30, 2025 and 2024 are comprised of the share of net income attributable to noncontrolling interests for 100 First LLC, 303 Second LLC, and Redwood LLC. See Note 1 “Organization, Ownership, and Basis of Presentation” to our consolidated financial statements included in this report for additional information.
42
Liquidity and Capital Resources of the Company
In this “Liquidity and Capital Resources of the Company” section, the term the “Company” refers only to Kilroy Realty Corporation on an unconsolidated basis and excludes the Operating Partnership and all other subsidiaries.
The Company’s business is operated primarily through the Operating Partnership. Distributions from the Operating Partnership are the Company’s primary source of capital. The Company believes the Operating Partnership’s sources of working capital, specifically its cash flows from operations, borrowings available under its unsecured revolving credit facility, and funds from its capital recycling program, including strategic ventures, are adequate for it to make its distribution payments to the Company to make dividend payments to its common stockholders for the next twelve months. Cash flows from operating activities generated by the Operating Partnership for the six months ended June 30, 2025 were sufficient to cover the Company’s payment of cash dividends to its stockholders. However, there can be no assurance that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distributions to the Company. The unavailability of capital could adversely affect the Operating Partnership’s ability to make distributions to the Company, which would in turn, adversely affect the Company’s ability to pay cash dividends to its stockholders.
The Company is a well-known, seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for the public offering and sale from time to time by the Company of its preferred stock, common stock, depositary shares, warrants, and guarantees of debt securities and by the Operating Partnership of its debt securities, in each case in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, as circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing, and capital needs. Capital raising could be more challenging under current market conditions as uncertainty related to interest rates, inflation rates, economic outlook, geopolitical events, and other factors have contributed and may continue to contribute to significant volatility and negative pressures in financial markets. When the Company receives proceeds from the sales of its preferred or common stock, it generally contributes the net proceeds from those sales to the Operating Partnership in exchange for corresponding preferred or common partnership units of the Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the sale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility and unsecured term loan facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes.
As the sole general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes, and the Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are substantially the same on their respective financial statements. The section entitled “Liquidity and Capital Resources of the Operating Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.
Liquidity Highlights
As of June 30, 2025, we had approximately $193.1 million in cash and cash equivalents and $1.1 billion available under our unsecured revolving credit facility. We believe that our available liquidity makes us well positioned to navigate any additional future uncertainties. In addition, the Company is a well-known, seasoned issuer and has historically been able to raise capital on a timely basis in the public markets, as well as the private markets. Any future financings, however, will depend on market conditions for both capital raises and the investment of such proceeds and there can be no assurances that we will successfully obtain such financings.
43
Distribution Requirements
The Company is required to distribute 90% of its taxable income (subject to certain adjustments and excluding net capital gains) on an annual basis to maintain qualification as a REIT for federal income tax purposes and is required to pay income tax at regular corporate rates to the extent it distributes less than 100% of its taxable income (including capital gains). As a result of these distribution requirements, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent as other companies whose parent companies are not REITs. In addition, the Company may be required to use borrowings under the Operating Partnership’s revolving credit facility, if necessary, to meet REIT distribution requirements and maintain its REIT status. The Company may also need to raise capital to fund the Operating Partnership’s working capital needs, as well as potential developments of new or existing properties or acquisitions.
The Company intends to continue to make, but has not committed to make, regular quarterly cash distributions to common stockholders and, through the Operating Partnership, to common unitholders from the Operating Partnership’s cash flows from operating activities. All such distributions are at the discretion of the Board of Directors. As the Company intends to maintain distributions at a level sufficient to meet the REIT distribution requirements and minimize its obligation to pay income and excise taxes, it will continue to evaluate whether the current levels of distribution are appropriate to do so throughout 2025. In addition, in the event the Company completes additional dispositions in the future and is unable to successfully complete Section 1031 Exchanges to defer some or all of the taxable gains related to property dispositions (or in the event additional legislation is enacted that further modifies or repeals laws with respect to Section 1031 Exchanges), the Company may be required to distribute a special dividend to its common stockholders and common unitholders in order to minimize or eliminate income taxes on such gains. The Company considers market factors and its performance in addition to REIT requirements in determining its distribution levels. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which is consistent with the Company’s intention to maintain its qualification as a REIT. Such investments may include, for example, obligations of the Government National Mortgage Association, other governmental agency securities, certificates of deposit, and interest-bearing bank deposits.
On May 20, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.54 per share of common stock. The regular quarterly cash dividend is payable to stockholders of record on June 30, 2025 and a corresponding cash distribution of $0.54
per Operating Partnership unit is payable to holders of the Operating Partnership’s common limited partnership interests of record on June 30, 2025, including those owned by the Company. The total cash quarterly dividends and distributions paid on July 9, 2025 were
$64.5 million.
Debt Covenants
The covenants contained within certain of our unsecured debt obligations generally prohibit the Company from paying dividends during an event of default in excess of an amount which results in distributions to us in an amount sufficient to permit us to pay dividends to our stockholders that we reasonably believe are necessary to (i) maintain our qualification as a REIT for federal and state income tax purposes, and (ii) avoid the payment of federal or state income or excise tax.
44
Capitalization
As of June 30, 2025, our total debt as a percentage of total market capitalization was 53.0%, which was calculated based on the closing price per share of the Company’s common stock of $34.31 on June 30, 2025 as shown in the following table:
Shares / Units at
June 30, 2025
Aggregate
Principal
Amount or
$ Value
Equivalent
% of Total
Market
Capitalization
($ in thousands)
Debt:
(1)(2)
Unsecured Term Loan Facility due 2025
(3)
$
200,000
2.3
%
Unsecured Senior Notes Series A & B due 2026
250,000
2.9
%
Unsecured Senior Notes Series A & B due 2027 & 2029
250,000
2.9
%
Unsecured Senior Notes due 2031
350,000
3.9
%
Unsecured Senior Notes due 2025
400,000
4.6
%
Unsecured Senior Notes due 2028
(4)
400,000
4.6
%
Unsecured Senior Notes due 2029
400,000
4.6
%
Unsecured Senior Notes due 2030
500,000
5.6
%
Unsecured Senior Notes due 2032
(4)
425,000
4.9
%
Unsecured Senior Notes due 2033
(4)
450,000
5.2
%
Unsecured Senior Notes due 2036
400,000
4.6
%
Secured debt
603,595
6.9
%
Total debt
$
4,628,595
53.0
%
Equity and Noncontrolling Interests in the Operating Partnership:
(5)
Common limited partnership units outstanding
(6)
1,150,574
$
39,476
0.5
%
Shares of common stock outstanding
118,294,328
4,058,678
46.5
%
Total Equity and Noncontrolling Interests in the Operating Partnership
$
4,098,154
47.0
%
Total Market Capitalization
$
8,726,749
100.0
%
________________________
(1) Represents gross aggregate principal amount due at maturity before the effect of the following at June 30, 2025: $23.1 million of unamortized deferred financing costs for the unsecured term loan facility, unsecured senior notes, and secured debt and $7.7 million of unamortized discounts for the unsecured senior notes.
(2) As of June 30, 2025, there was no outstanding balance on the unsecured revolving credit facility.
(3) The maturity date may be extended by two 12-month periods, at the Operating Partnership’s election.
(4) Green bond.
(5) Value based on closing price per share of our common stock of
$34.31, as of June 30, 2025.
(6) Includes common units of the Operating Partnership not owned by the Company; does not include noncontrolling interests in consolidated property partnerships.
45
Liquidity and Capital Resources of the Operating Partnership
In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we,” “our,” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the context requires.
General
Our primary liquidity sources and uses are as follows:
Liquidity Sources
•
Net cash flows from operations;
•
Borrowings under the Operating Partnership’s unsecured revolving credit facility;
•
Proceeds from our capital recycling program, including the disposition of assets and the formation of strategic ventures;
•
Proceeds from additional secured or unsecured debt financings; and
•
Proceeds from equity or preferred equity securities.
Liquidity Uses
•
Property operating and corporate expenses;
•
Capital expenditures, tenant improvements, and leasing costs;
•
Development and redevelopment costs;
•
Operating property or undeveloped land acquisitions;
•
Debt service and principal payments, including debt maturities, debt repurchases, and redemptions;
•
Distributions to common security holders; and
•
Repurchases and redemptions of outstanding common stock of the Company.
General Strategy
Our general strategy is to maintain a conservative balance sheet with a strong credit profile and to maintain a capital structure that allows for financial flexibility and diversification of capital resources. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our long-term capital requirements. We believe that our current projected liquidity requirements for the next twelve-month period, as set forth above under the caption “—Liquidity Uses,” will be satisfied using a combination of the liquidity sources listed above, although there can be no assurance in this regard. We believe our conservative leverage and staggered debt maturities provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities, although there can be no assurance in this regard.
46
Liquidity Sources
Unsecured Revolving Credit Facility and Term Loan Facility
The following table summarizes the balance and terms of our unsecured revolving credit facility as of June 30, 2025 and December 31, 2024:
Unsecured Revolving Credit Facility
June 30, 2025
December 31, 2024
($ in thousands)
Outstanding borrowings
$
—
$
—
Remaining borrowing capacity
(1)
1,100,000
1,100,000
Total borrowing capacity
(1)
$
1,100,000
$
1,100,000
Interest rate
(2)
5.65
%
5.69
%
Facility fee-annual rate
(3)
0.250%
Unamortized deferred financing costs
(3)
$
10,921
$
12,692
Maturity date
(4)
July 31, 2028
________________________
(1)
Remaining and total borrowing capacity are further reduced by the amount of our outstanding letters of credit which total approximately $5.2 million as of June 30, 2025 and December 31, 2024. We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $500.0 million under an accordion feature pursuant to the terms of the unsecured revolving credit facility.
(2)
Our unsecured revolving credit facility interest rate was calculated using the Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% (“Adjusted SOFR”) and a margin of 1.100% based on our credit rating as of June 30, 2025 and December 31, 2024. We may be entitled to a temporary 0.01% reduction in the interest rate provided we meet certain sustainability goals with respect to the ongoing reduction of greenhouse gas emissions.
(3)
Our facility fee is paid on a quarterly basis and is calculated based on the total borrowing capacity. In addition to the facility fee, we incurred debt origination and legal costs in connection with the amendment and restatement of the unsecured revolving credit facility in 2024. These costs are included in Prepaid expenses and other assets, net on our consolidated balance sheets, which remain to be amortized through the maturity date of our unsecured revolving credit facility.
(4)
The maturity date may be extended by two six-month periods, at the Operating Partnership’s election.
The Operating Partnership intends to borrow under the unsecured revolving credit facility from time to time for general corporate purposes, including to finance development and redevelopment expenditures, to fund potential acquisitions, to repay long-term debt, and to supplement cash balances in response to market conditions.
The following table summarizes the balance and terms of our 2024 Term Loan Facility as of June 30, 2025:
2024 Term Loan Facility
June 30, 2025
December 31, 2024
($ in thousands)
Outstanding borrowings
(1)
$
200,000
$
200,000
Interest rate
(2)
5.62
%
5.70
%
Unamortized deferred financing costs
(3)
$
419
$
1,229
Maturity date
(4)
October 3, 2025
____________________
(1)
We may elect to borrow, subject to bank approval and obtaining commitments for any additional borrowing capacity, up to an additional $130.0 million as of June 30, 2025 and December 31, 2024, under an accordion feature pursuant to the terms of the 2024 Term Loan Facility.
(2)
Our 2024 Term Loan Facility interest rate was calculated using Adjusted SOFR plus a margin of 1.200%
based on our credit rating as of June 30, 2025 and December 31, 2024.
(3)
We incurred debt origination and legal costs in connection with the amendment and restatement of the unsecured revolving credit facility in 2024, which remain to be amortized through the maturity date of the 2024 Term Loan Facility.
(4)
The maturity date may be extended by two 12-month periods, at the Operating Partnership’s election.
47
Capital Recycling Program
As discussed in the section
“Factors That May Influence Future Results of Operations - Capital Recycling Program,”
we continuously evaluate opportunities for the potential disposition of non-core properties and undeveloped land in our portfolio, or the formation of strategic ventures, with the intent of using the proceeds generated to acquire new operating and development properties, to finance development and redevelopment expenditures, to repay long-term debt, and for other general corporate purposes. As part of this strategy, we may attempt to enter into Section 1031 Exchanges, and other tax deferred transaction structures, when possible, to defer some or all of the taxable gains on the sales, if any, for federal and state income tax purposes.
In connection with our capital recycling strategy, during the six months ended June 30, 2025, we completed the sale of one operating property to an unaffiliated third party for gross proceeds of $40.0 million. As of June 30, 2025, we had one operating property, comprised of four buildings, classified as held for sale, with an expected gross sales price of $365.0 million. The sale of this property is expected to close late in the third quarter of 2025. The timing of any potential future disposition or strategic venture transactions will depend on market conditions and other factors, including, but not limited to, our capital needs, the availability of financing for potential buyers (which has been and may continue to be constrained due to current economic and market conditions), and our ability to absorb or defer some or all of the taxable gains on the sales. We cannot assure that we will dispose of any additional properties, enter into any additional strategic ventures, or that we will be able to effect a Section 1031 Exchange or be able to use other tax deferred structures in connection with our strategy. In the event we are unable to complete dispositions as planned, we may raise capital through other sources of liquidity including our available unsecured revolving credit facility or the public or private issuance of unsecured debt.
Shelf Registration Statement
The Company is a well-known, seasoned issuer and the Company and the Operating Partnership have an effective shelf registration statement that provides for the public offering and sale from time to time by the Company of its preferred stock, common stock, depository shares, warrants, and guarantees of debt securities and by the Operating Partnership of its debt securities, in each case in unlimited amounts. The Company evaluates the capital markets on an ongoing basis for opportunities to raise capital, and, as circumstances warrant, the Company and the Operating Partnership may issue securities of all of these types in one or more offerings at any time and from time to time on an opportunistic basis, depending upon, among other things, market conditions, available pricing, and capital needs. Capital raising could be more challenging under current market conditions as uncertainty related to interest rates, inflation rates, economic outlook, geopolitical events, and other factors have contributed and may continue to contribute to significant volatility and negative pressures in financial markets. When the Company receives proceeds from the sales of its preferred or common stock, it generally contributes the net proceeds from those sales to the Operating Partnership in exchange for corresponding preferred or common partnership units of the Operating Partnership. The Operating Partnership may use these proceeds and proceeds from the sale of its debt securities to repay debt, including borrowings under its unsecured revolving credit facility and unsecured term loan facility, to develop new or redevelop existing properties, to make acquisitions of properties or portfolios of properties, or for general corporate purposes.
At-The-Market Stock Offering Program
Under our current at-the-market stock offering program (the “2024 ATM Program”), we may currently offer and sell shares of our common stock having an aggregate gross sales price up to $500.0 million from time to time in “at-the-market” offerings. In connection with the 2024 ATM Program, the Company may also, at its discretion, enter into forward equity sale agreements. The use of forward equity sale agreements allows the Company to lock in a share price on the sale of shares of our common stock at the time an agreement is executed, but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. The Company did not have any outstanding forward equity sale agreements to be settled at June 30, 2025. Since commencement of the 2024 ATM Program, we have not completed any sales of common stock.
48
Liquidity Uses
Contractual Obligations
Refer to our 2024 Annual Report on Form 10-K for a discussion of our contractual obligations. There have been no material changes outside of the ordinary course of business to these contractual obligations during the six months ended June 30, 2025.
Other Liquidity Uses
Potential Future Leasing Costs and Capital Improvements
The amounts we incur for tenant improvements and leasing costs depend on leasing activity in each period. Tenant improvements and leasing costs generally fluctuate in any given period depending on factors such as the type and condition of the property, the term of the lease, the type of the lease, the involvement of external leasing agents, and overall market conditions, including the level of inflation. Capital expenditures may fluctuate in any given period subject to the nature, extent, and timing of improvements required to maintain our properties and may be impacted by inflationary pressures on the cost of construction materials.
Development
We believe we may spend between $50.0 million to $150.0 million on development projects throughout the remainder of 2025. The ultimate timing of these expenditures may fluctuate given construction progress and leasing status of the projects, or as a result of events outside our control, such as delays or increased costs as a result of heightened inflation and market conditions. We expect that any material additional development activities will be funded with borrowings under the unsecured revolving credit facility, the public or private issuance of debt or equity securities, the disposition of assets under our capital recycling program, or strategic venture opportunities. We cannot provide assurance that development projects will be completed on the terms, for the amounts, or on the timelines currently contemplated, or at all.
Potential Future Acquisitions
As discussed in the section
“
—
Factors That May Influence Future Results of Operations - Capital Recycling Program,”
we continue to evaluate strategic opportunities and remain a disciplined buyer of core, value-add, and strategic operating properties and land, dependent on market conditions and business cycles, among other factors. We focus on growth opportunities primarily in markets populated by knowledge and creative based tenants in a variety of industries, including technology, entertainment, healthcare, life sciences, and business services. We expect that any material acquisitions will be funded with borrowings under the unsecured revolving credit facility, the public or private issuance of debt or equity securities, the disposition of assets under our capital recycling program, the formation of strategic ventures, or through the assumption of existing debt, although there can be no assurance in this regard.
We cannot provide assurance that we will enter into any agreements to acquire properties or undeveloped land, or that potential acquisitions contemplated by any agreements we may enter into in the future will be completed.
Debt Maturities
Our next debt maturities include the $200.0 million term loan facility and the $400.0 million unsecured senior notes, both of which mature in October 2025 (before the exercise of the two 12-month extension options under the 2024 Term Loan Facility). We believe our conservative leverage, staggered debt maturities, and our unsecured revolving credit facility provide us with financial flexibility and enhance our ability to obtain additional sources of liquidity if necessary, and, therefore, we believe we are well-positioned to refinance or repay maturing debt and to pursue our strategy of seeking attractive acquisition opportunities, which we may finance, as necessary, with future public and private issuances of debt and equity securities. However, we can provide no assurance that we will have access to the public or private debt or equity markets in the future on favorable terms or at all. We may, however, repurchase certain of our unsecured senior notes from time to time prior to maturity (depending on prevailing market conditions, our liquidity, contractual restrictions, and other factors) through cash purchases, open-market purchases, privately negotiated transactions, tender offers, or otherwise.
49
Unsecured and Secured Debt
The aggregate principal amount of the unsecured and secured debt of the Operating Partnership outstanding as of June 30, 2025 was as follows:
Aggregate Principal
Amount Outstanding
(in thousands)
Unsecured Term Loan Facility due 2025
(1)
$
200,000
Unsecured Senior Notes Series A & B due 2026
250,000
Unsecured Senior Notes Series A & B due 2027 & 2029
250,000
Unsecured Senior Notes due 2031
350,000
Unsecured Senior Notes due 2025
400,000
Unsecured Senior Notes due 2028
(2)
400,000
Unsecured Senior Notes due 2029
400,000
Unsecured Senior Notes due 2030
500,000
Unsecured Senior Notes due 2032
(2)
425,000
Unsecured Senior Notes due 2033
(2)
450,000
Unsecured Senior Notes due 2036
400,000
Secured Debt
603,595
Total Unsecured and Secured Debt
(3)
4,628,595
Less: Unamortized Net Discounts and Deferred Financing Costs
(4)
(30,876)
Total Debt, Net
$
4,597,719
________________________
(1)
The maturity date may be extended by two 12-month periods, at the Operating Partnership’s election.
(2)
Green bond.
(3)
As of June 30, 2025, there was no outstanding balance on the unsecured revolving credit facility.
(4)
Includes $23.1 million of unamortized deferred financing costs on the unsecured term loan facility, unsecured senior notes, and secured debt and $7.7 million of unamortized discounts for the unsecured senior notes. Excludes unamortized deferred financing costs on the unsecured revolving credit facility, which are included in Prepaid expenses and other assets, net on our consolidated balance sheets.
Debt Composition
The composition of the Operating Partnership’s aggregate debt balances between secured and unsecured and fixed-rate and variable-rate debt as of June 30, 2025 and December 31, 2024 was as follows:
Percentage of Total Debt
(1)(2)
Weighted Average Interest Rate
(1)(2)
June 30, 2025
December 31, 2024
June 30, 2025
December 31, 2024
Secured vs. unsecured:
Unsecured
87.0
%
86.9
%
4.0
%
4.0
%
Secured
13.0
%
13.1
%
5.1
%
5.1
%
Variable-rate vs. fixed-rate:
Variable-rate
4.3
%
4.3
%
5.6
%
5.7
%
Fixed-rate
(3)
95.7
%
95.7
%
4.1
%
4.1
%
Stated rate
4.2
%
4.2
%
Effective rate
(3)
4.5
%
4.5
%
________________________
(1) As of the end of the period presented.
(2) As of June 30, 2025 and December 31, 2024, there was no outstanding balance on the unsecured revolving credit facility.
(3) Includes the amortization of deferred financing costs for the unsecured term loan facility, unsecured senior notes, and secured debt, as well as the unused facility fee on the unsecured revolving credit facility, and the amortization of discounts for the unsecured senior notes.
Share Repurchases
Under our current share repurchase program, which commenced in February 2024 (the “Share Repurchase Program”), we are authorized to repurchase shares of the Company’s common stock having an aggregate gross purchase price of up to $500.0 million. Under the Share Repurchase Program, repurchases may be made from time to time using a variety of methods, which may include open market purchases and privately negotiated transactions. The specific timing, price, and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The Share Repurchase Program does not have a termination date and repurchases may be discontinued at any time. Since commencement of the Share Repurchase Program, we have not completed any common stock repurchases.
50
Factors That May Influence Future Sources of Capital and Liquidity of the Company and the Operating Partnership
We continue to evaluate sources of financing for our business activities, including borrowings under the unsecured revolving credit facility, the unsecured term loan facility, issuance of public and private equity securities, unsecured debt and fixed-rate secured mortgage financing, proceeds from the disposition of selective assets through our capital recycling program, and the formation of strategic ventures. However, our ability to obtain new financing or refinance existing borrowings on favorable terms could be impacted by various factors, including the state of the macro economy, the state of the credit and equity markets, significant tenant defaults, a decline in the demand for office properties, a decrease in market rental rates or market values of real estate assets in our submarkets, the amount of our future borrowings and uncertainty related to interest rates, inflation rates, geopolitical events, and other factors (refer to “Part I, Item IA. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024 for additional information). These events could result in the following:
•
Decreases in our cash flows from operations, which could create further dependence on the unsecured revolving credit facility;
•
An increase in the proportion of variable-rate debt, which could increase our sensitivity to interest rate fluctuations in the future; and
•
A decrease in the value of our properties, which could have an adverse effect on the Operating Partnership’s ability to incur additional debt, refinance existing debt at competitive rates, or comply with its existing debt obligations.
In addition to the factors noted above, the Operating Partnership’s credit ratings are subject to ongoing evaluation by credit rating agencies and may be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant.
Financial Covenants and Restrictions
The unsecured revolving credit facility, unsecured term loan facility, unsecured senior notes, and certain other secured debt arrangements contain covenants and restrictions requiring us to meet certain financial ratios and reporting requirements. The Operating Partnership was in compliance with all of its financial covenants as of June 30, 2025. Our current expectation is that the Operating Partnership will continue to meet the requirements of its financial covenants in both the short and long term. However, in the event of an economic slowdown or continued volatility in the credit markets, there is no certainty that the Operating Partnership will be able to continue to satisfy all the covenant requirements.
51
Consolidated Historical Cash Flows Summary
The following summary discussion of our consolidated historical cash flows is based on the consolidated statements of cash flows in Item 1. “Financial Statements” and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below. Changes in our cash flows include changes in cash and cash equivalents and restricted cash. Our historical cash flow activity for the six months ended
June 30, 2025 as compared to the six months ended June 30, 2024 is as follows:
Six Months Ended June 30,
2025
2024
Dollar
Change
Percentage
Change
($ in thousands)
Net cash provided by operating activities
$
280,667
$
256,562
$
24,105
9.4
%
Net cash (used in) provided by investing activities
(100,343)
40,815
(141,158)
(345.8)
%
Net cash (used in) provided by financing activities
(152,885)
28,353
(181,238)
(639.2)
%
Net increase in cash and cash equivalents
$
27,439
$
325,730
$
(298,291)
(91.6)
%
Operating Activities
Our cash flows from operating activities depends on numerous factors including the occupancy level of our portfolio, the rental rates achieved on our leases, the collectability of rent and recoveries from our tenants, the level of operating expenses, the impact of property acquisitions, completed development projects and related financing activities, and other general and administrative costs. See additional information under the caption “—Results of Operations.” Our net cash provided by operating activities increased by $24.1 million, or 9.4%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the timing of receipt and application of prepaid rent, as well as an increase in accrued property taxes during the six months ended June 30, 2025, partially offset by a decrease in interest accruals during the six months ended June 30, 2025 due to the repayment of the senior notes in the fourth quarter of 2024.
Investing Activities
Our cash flows from investing activities are generally used to fund development and operating property acquisitions, expenditures for development and redevelopment projects, and recurring and nonrecurring capital expenditures for our operating properties, net of proceeds received from dispositions of real estate assets. During the six months ended June 30, 2025, we had net cash used in investing activities of $100.3 million as compared to net cash provided by investing activities of $40.8 million during the six months ended June 30, 2024, primarily due to the maturity of certificates of deposit during the six months ended June 30, 2024, offset by proceeds received from the disposition of an operating property in the six months ended June 30, 2025.
Financing Activities
Our cash flows from financing activities are principally impacted by our capital raising activities, net of dividends and distributions paid to common stockholders and common unitholders. During the six months ended June 30, 2025, we had net cash used in financing activities of $152.9 million as compared to net cash provided by financing activities of $28.4 million during the six months ended June 30, 2024, primarily due to the issuance of the $400.0 million 6.250% unsecured senior notes due 2036 in 2024, offset by the $200.0 million repayment of the 2022 Term Loan Facility during the six months ended June 30, 2024. We did not complete any capital raising activities during the six months ended June 30, 2025.
52
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods. We base our estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from these estimates.
In our Annual Report on Form 10-K for the year ended December 31, 2024, we identified certain critical accounting policies that affect certain of our more significant estimates and assumptions used in preparing our consolidated financial statements. We have not made any material changes to our critical accounting policies and estimates during the period covered by this report.
Non-GAAP Supplemental Financial Measure: Funds From Operations (“FFO”)
We calculate FFO available to common stockholders and common unitholders in accordance with the 2018 Restated White Paper on FFO approved by the Board of Governors of Nareit. The White Paper defines FFO as net income or loss (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO. Our calculation of FFO includes the amortization of deferred revenue related to tenant-funded tenant improvements and excludes the depreciation of the related tenant improvement assets. We also add back net income attributable to noncontrolling common units of the Operating Partnership because we report FFO attributable to common stockholders and common unitholders.
We believe that FFO is a useful supplemental measure of our operating performance. The exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of our activity and assists in comparing those operating results between periods. Also, because FFO is generally recognized as the industry standard for reporting the operations of REITs, it facilitates comparisons of operating performance to other REITs. However, other REITs may use different methodologies to calculate FFO, and accordingly, our FFO may not be comparable to all other REITs.
Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets, we believe that FFO along with the required GAAP presentations provides a more complete measurement of our performance relative to our competitors and a more appropriate basis on which to make decisions involving operating, financing, and investing activities than the required GAAP presentations alone would provide.
FFO should not be viewed as an alternative measure of our operating performance since it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, which are significant economic costs and could materially impact our results from operations.
53
The following table presents our FFO for the three and six months ended June 30, 2025
and
2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
(in thousands)
Net income available to common stockholders
$
68,449
$
49,211
$
107,457
$
99,131
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership
663
458
1,038
960
Net income attributable to noncontrolling interests in consolidated property partnerships
10,456
4,878
14,754
10,156
Depreciation and amortization of real estate assets
86,243
85,589
171,978
172,049
Gain on sale of depreciable operating property
(16,554)
—
(16,554)
—
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships
(13,366)
(7,549)
(20,472)
(15,986)
Funds From Operations
(1)(2)
$
135,891
$
132,587
$
258,201
$
266,310
________________________
(1) Reported amounts are attributable to common stockholders, common unitholders, and restricted stock unitholders.
(2) FFO available to common stockholders and unitholders includes amortization of deferred revenue related to tenant-funded tenant improvements of $3.8 million and $4.4 million for the three months ended June 30, 2025 and 2024, respectively, and $7.5 million and $10.9 million for the six months ended June 30, 2025 and 2024, respectively.
54
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information about our market risk is disclosed in “Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and is incorporated herein by reference. There have been no material changes for the six months ended June 30, 2025, to the information provided in “Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Kilroy Realty Corporation
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of June 30, 2025, the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of that time, the disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes that occurred during the period covered by this report in the Company’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Kilroy Realty, L.P.
The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Operating Partnership’s reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer of its general partner, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), the Operating Partnership carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of its general partner, of the effectiveness of the design and operation of the disclosure controls and procedures as of June 30, 2025, the end of the period covered by this report. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of its general partner concluded, as of that time, the disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes that occurred during the period covered by this report in the Operating Partnership’s internal control over financial reporting identified in connection with the evaluation referenced above that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
55
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We and our properties are subject to routine litigation incidental to our business. These matters are generally covered by insurance. As of June 30, 2025, we are not a defendant in, and our properties are not subject to, any legal proceedings that we believe, if determined adversely to us, would have a material adverse effect upon our financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors included in the Company’s and the Operating Partnership’s annual report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Recent Sales of Unregistered Securities: None.
(b) Use of Proceeds from Registered Securities: None.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers:
The following table reflects our purchases of common stock during each of the three months in the three-month period ended June 30, 2025:
Period
Total Number of
Shares of Stock
Purchased
(1)
Weighted Average
Price Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number
(or Approximate
Dollar Value) that
May Yet be
Purchased Under the
Plans or Programs
April 1, 2025 - April 30, 2025
6,205
$
31.89
—
—
May 1, 2025 - May 31, 2025
—
—
—
—
June 1, 2025 - June 30, 2025
—
—
—
—
Total
6,205
$
31.89
—
—
________________________
(1)
Represents shares of common stock remitted to the Company to satisfy tax withholding obligations in connection with the distribution of, or the vesting and distribution of, restricted stock units or restricted stock in shares of common stock. The value of such shares of common stock remitted to the Company was based on the closing price of the Company’s common stock on the applicable withholding date.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
ITEM 5.
OTHER INFORMATION
(a).
None
(b).
None
(c).
During the three months ended June 30, 2025, no director or officer of the Company
adopted
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.
The following Kilroy Realty Corporation and Kilroy Realty, L.P. financial information for the quarter ended June 30, 2025, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Equity (unaudited), (iv) Consolidated Statements of Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to the Consolidated Financial Statements (unaudited).
(1)
104.1*
Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
_______________
*
Filed herewith.
†
Management contract or compensatory plan or arrangement.
(1)
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
57
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2025.
KILROY REALTY CORPORATION
By:
/s/ Angela M. Aman
Angela M. Aman
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Jeffrey R. Kuehling
Jeffrey R. Kuehling
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:
/s/ Merryl E. Werber
Merryl E. Werber
Senior Vice President,
Chief Accounting Officer and Controller
(Principal Accounting Officer)
58
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2025.
KILROY REALTY, L.P.
BY: KILROY REALTY CORPORATION
Its general partner
By:
/s/ Angela M. Aman
Angela M. Aman
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Jeffrey R. Kuehling
Jeffrey R. Kuehling
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:
/s/ Merryl E. Werber
Merryl E. Werber
Senior Vice President,
Chief Accounting Officer and Controller
(Principal Accounting Officer)
Customers and Suppliers of KILROY REALTY CORP
Beta
No Customers Found
No Suppliers Found
Bonds of KILROY REALTY CORP
Price Graph
Price
Yield
Insider Ownership of KILROY REALTY CORP
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of KILROY REALTY CORP
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)