|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Attributable to Parent
|
|
$95.6m
|
$85.6m
|
$227.4m
|
$279.9m
|
$183.3m
|
$382.6m
|
$113.8m
|
$30.4m
|
$44.5m
|
$113.2m
|
|
Net Income (Loss) Available to Common Stockholders, Basic
|
|
$89.1m
|
$79.1m
|
$220.8m
|
$273.2m
|
$176.8m
|
$375.8m
|
$107.3m
|
$23.9m
|
$37.9m
|
$106.5m
|
|
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
|
|
$96.5m
|
$86.6m
|
$230.9m
|
$285.3m
|
$186.4m
|
$385.1m
|
$116.2m
|
$35.9m
|
$42.8m
|
$117.6m
|
|
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest
|
|
$96.5m
|
$86.6m
|
$230.9m
|
$285.3m
|
$186.4m
|
$385.1m
|
$116.2m
|
$35.9m
|
$42.8m
|
$117.6m
|
|
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest
|
|
$0
|
$0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Net Income (Loss) Attributable to Noncontrolling Interest
|
|
$826k
|
$1.0m
|
$3.5m
|
$5.4m
|
$3.1m
|
$2.4m
|
$2.5m
|
$5.5m
|
($1.7m)
|
$4.5m
|
|
Depreciation, Depletion and Amortization
|
|
$170.0m
|
$177.6m
|
$172.1m
|
$150.4m
|
$164.3m
|
$179.5m
|
$183.4m
|
$186.5m
|
$196.6m
|
$200.1m
|
|
Amortization of right of use assets
|
|
—
|
—
|
$0
|
$3.6m
|
$3.8m
|
$3.7m
|
$4.0m
|
$4.1m
|
$4.2m
|
$4.5m
|
|
Principal amortization payments
|
|
($26.8m)
|
($30.1m)
|
($29.7m)
|
($24.3m)
|
($19.4m)
|
($13.6m)
|
($11.3m)
|
($12.3m)
|
($5.4m)
|
($5.6m)
|
|
Principal payments on debt, excluding normal amortization
|
|
($110.0m)
|
($50.8m)
|
($14.6m)
|
($89.2m)
|
$0
|
($14.6m)
|
$0
|
$0
|
$0
|
($50.0m)
|
|
Reduction of accumulated depreciation and amortization related to an expired Ground Lease in Palo Alto, California
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$29.4m
|
$0
|
$0
|
|
Share-based Payment Arrangement, Expense
|
|
$8.4m
|
$8.3m
|
$6.9m
|
$5.8m
|
$6.2m
|
$6.6m
|
$6.6m
|
$8.2m
|
$9.5m
|
$10.7m
|
|
Impairment charges
|
|
$100.2m
|
$45.0m
|
$95.8m
|
$5.3m
|
$14.5m
|
$5.5m
|
$3.0m
|
$16.5m
|
$0
|
$0
|
|
Income (Loss) from Equity Method Investments
|
|
$7.6m
|
($848k)
|
$1.7m
|
$2.9m
|
($169k)
|
($190k)
|
$16.0m
|
$1.4m
|
($3.2m)
|
($4.4m)
|
|
Gain (Loss) on Extinguishment of Debt
|
|
($975k)
|
$6.2m
|
($2.6m)
|
($4.5m)
|
$21.5m
|
($13.9m)
|
($119k)
|
($132k)
|
$0
|
($11.8m)
|
|
Gain (Loss) on Disposition of Property Plant Equipment
|
|
—
|
—
|
—
|
—
|
$139.0m
|
$367.3m
|
$59.1m
|
$33.0m
|
$39.8m
|
$145.6m
|
|
Income Tax Expense (Benefit)
|
|
$1.4m
|
$1.9m
|
$1.7m
|
$1.4m
|
$1.6m
|
$1.3m
|
$1.1m
|
$703k
|
($127k)
|
$163k
|
|
Interest Expense Nonoperating
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$66.5m
|
$62.9m
|
|
Operating Lease, Lease Income
|
|
—
|
—
|
—
|
$320.6m
|
$325.8m
|
$339.9m
|
$314.0m
|
—
|
—
|
—
|
|
Additional Financial Items
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of Financing Costs
|
|
$1.8m
|
$2.1m
|
$690k
|
$5.5m
|
$3.8m
|
$4.0m
|
$3.6m
|
$5.8m
|
$0
|
$0
|
|
Deconsolidation, Revaluation of Retained Investment, Gain (Loss), Amount
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$209k
|
$0
|
|
Gain (Loss) on Sale of Properties
|
|
$81.5m
|
$63.4m
|
$252.9m
|
$250.9m
|
$139.0m
|
$367.3m
|
$59.1m
|
$33.0m
|
$39.8m
|
$145.6m
|
|
Gain (Loss) Related to Litigation Settlement
|
|
—
|
($2.0m)
|
$0
|
$0
|
—
|
—
|
—
|
—
|
—
|
—
|
|
General and Administrative Expense
|
|
$31.1m
|
$34.2m
|
$31.7m
|
$30.8m
|
$30.4m
|
$35.5m
|
$38.7m
|
$36.3m
|
$40.0m
|
$40.1m
|
|
Nonoperating Income (Expense)
|
|
$13.0m
|
$10.4m
|
$3.5m
|
$2.3m
|
$743k
|
$1.4m
|
$935k
|
$3.0m
|
$7.7m
|
$2.8m
|
|
Sales-type Lease, Selling Profit (Loss)
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$47.1m
|
$0
|
$0
|
—
|
|
Gain on change in control of a subsidiary
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
($209k)
|
$0
|
|
Gain on sale or disposal of, and recovery on, real estate, net
|
|
($81.5m)
|
($63.4m)
|
($252.9m)
|
($250.9m)
|
($139.0m)
|
($367.3m)
|
($59.1m)
|
($33.0m)
|
($39.8m)
|
($145.6m)
|
|
Change in allowance for credit loss
|
|
—
|
—
|
—
|
—
|
$0
|
$0
|
$93k
|
($32k)
|
($61k)
|
$0
|
|
Debt satisfaction losses, net
|
|
—
|
($6.2m)
|
$2.6m
|
$4.5m
|
($21.5m)
|
$13.9m
|
$119k
|
$132k
|
$0
|
$11.8m
|
|
Straight-line rents
|
|
($37.4m)
|
($19.6m)
|
($20.2m)
|
($14.3m)
|
($13.6m)
|
($12.3m)
|
($11.4m)
|
($9.5m)
|
($7.1m)
|
($5.4m)
|
|
Other non-cash expense, net
|
|
$1.7m
|
$8.1m
|
($3.1m)
|
$6.1m
|
$6.2m
|
$6.7m
|
$6.1m
|
$5.9m
|
$7.5m
|
$11.8m
|
|
Equity in (earnings) losses of non-consolidated entities
|
|
($7.6m)
|
$848k
|
($1.7m)
|
($2.9m)
|
$169k
|
$190k
|
($16.0m)
|
($1.4m)
|
$3.2m
|
$4.4m
|
|
Distributions of accumulated earnings from non-consolidated entities
|
|
$815k
|
$403k
|
$2.1m
|
$2.6m
|
$0
|
$0
|
$17.0m
|
$4.6m
|
$1.6m
|
$0
|
|
Change in accounts payable and other liabilities
|
|
($1.7m)
|
($1.1m)
|
($129k)
|
($270k)
|
$2.9m
|
$8.0m
|
($1.6m)
|
$4.4m
|
$2.9m
|
$979k
|
|
Change in rent receivable and prepaid rent, net
|
|
($1.8m)
|
$2.9m
|
($3.9m)
|
$3.8m
|
$80k
|
$1.1m
|
$623k
|
($488k)
|
$5.6m
|
($4.8m)
|
|
Change in accrued interest payable
|
|
$808k
|
$16k
|
($891k)
|
$3.4m
|
$1.9m
|
$2.1m
|
$700k
|
$2.2m
|
($862k)
|
($1.3m)
|
|
Other adjustments, net
|
|
($1.2m)
|
$657k
|
($2.8m)
|
($4.5m)
|
($4.1m)
|
($6.0m)
|
($1.9m)
|
($6.5m)
|
($5.3m)
|
($5.3m)
|
|
Acquisition of real estate, including intangible assets
|
|
—
|
($558.6m)
|
($316.0m)
|
($662.0m)
|
($611.8m)
|
($758.4m)
|
($132.0m)
|
($15.0m)
|
($162.0m)
|
($32.7m)
|
|
Investment in real estate under construction
|
|
($132.2m)
|
($83.3m)
|
$0
|
($11.3m)
|
($54.0m)
|
($288.5m)
|
($276.7m)
|
($120.8m)
|
($105.7m)
|
($28.9m)
|
|
Insurance proceeds
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
$5.3m
|
|
Net proceeds from sale of properties
|
|
$370.0m
|
$223.9m
|
$898.5m
|
$504.1m
|
$192.6m
|
$728.4m
|
$194.5m
|
$97.8m
|
$177.5m
|
$380.2m
|
|
Principal payments on loans receivable
|
|
—
|
—
|
—
|
$0
|
$0
|
$8k
|
$27k
|
$1.5m
|
$0
|
$0
|
|
Investments in non-consolidated entities, net
|
|
($37.2m)
|
($9.9m)
|
($10.2m)
|
($8.0m)
|
($7.5m)
|
($4.5m)
|
($3.2m)
|
($3.6m)
|
($1.3m)
|
($546k)
|
|
Distributions from non-consolidated entities in excess of accumulated earnings
|
|
$8.2m
|
$531k
|
$3.3m
|
$17.1m
|
$8.1m
|
$8.3m
|
$19.9m
|
$10.0m
|
$7.3m
|
$5.0m
|
|
Payments of deferred leasing costs
|
|
($6.6m)
|
($6.5m)
|
($4.5m)
|
($8.2m)
|
($4.8m)
|
($7.3m)
|
($5.2m)
|
($6.2m)
|
($7.2m)
|
($4.5m)
|
|
Change in real estate deposits, net
|
|
($20.8m)
|
$20.8m
|
($760k)
|
($817k)
|
$379k
|
$947k
|
($1.7m)
|
$867k
|
($168k)
|
($891k)
|
|
Repurchase of senior notes
|
|
—
|
—
|
$0
|
$0
|
($112.3m)
|
($188.8m)
|
$0
|
$0
|
($198.9m)
|
($140.0m)
|
|
Revolving credit facility borrowings
|
|
$95.0m
|
$270.0m
|
$150.0m
|
$110.0m
|
$170.0m
|
$555.0m
|
$280.0m
|
$125.0m
|
$85.0m
|
$0
|
|
Revolving credit facility payments
|
|
($272.0m)
|
($110.0m)
|
($310.0m)
|
($110.0m)
|
($170.0m)
|
($555.0m)
|
($280.0m)
|
($125.0m)
|
($85.0m)
|
$0
|
|
Repurchase of trust preferred securities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
($26.7m)
|
|
Proceeds from issuance of senior notes
|
|
$0
|
—
|
$0
|
$0
|
$396.9m
|
$399.0m
|
$0
|
$298.3m
|
$0
|
$0
|
|
Deferred financing costs
|
|
($1.8m)
|
($2.1m)
|
($690k)
|
($5.5m)
|
($3.8m)
|
($4.0m)
|
($3.6m)
|
($5.8m)
|
$0
|
$0
|
|
Repurchase of common shares
|
|
($9.0m)
|
$0
|
($47.2m)
|
($3.6m)
|
($11.0m)
|
$0
|
($130.7m)
|
$0
|
$0
|
($4.0m)
|
|
Issuance of common shares, net of costs and repurchases to settle tax obligations
|
|
$12.2m
|
$16.8m
|
($2.8m)
|
$197.6m
|
$222.4m
|
$60.6m
|
$215.6m
|
($2.7m)
|
($2.0m)
|
($1.3m)
|
|
Accounts payable related to Investment in real estate under construction
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$21.1m
|
$14.7m
|
$4.7m
|
|
Reclassification of Real estate, net to Investments in real estate under construction
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
$24.6m
|
|
Deconsolidation of Lombard Street Lots, LLC in Real estate, at cost
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$4.6m
|
$0
|
|
Deconsolidation of Lombard Street Lots, LLC in Investments in non-consolidated entities
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$2.3m
|
$0
|
|
Reclassification to Real estate, net from Gain on sale or disposal of, and recovery on, real estate net
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$1.4m
|
$0
|
$389k
|
|
Reduction of Real estate, net related to an expired Ground Lease in Palo Alto, California
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$29.4m
|
$0
|
$0
|
|
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax
|
|
$0
|
$0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Net Cash Provided by (Used in) Operating Activities
|
|
$235.3m
|
$227.8m
|
$217.8m
|
$192.2m
|
$201.8m
|
$220.3m
|
$194.3m
|
$209.4m
|
$211.2m
|
$188.7m
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
($4.4m)
|
($15.2m)
|
($15.5m)
|
($17.8m)
|
($17.2m)
|
($15.2m)
|
($32.6m)
|
($17.9m)
|
($17.8m)
|
($24.9m)
|
|
Realization of net investment in a sales-type lease
|
|
—
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
$65.8m
|
$0
|
|
Investment in held-to-maturity securities
|
|
—
|
—
|
—
|
—
|
—
|
$0
|
$0
|
($130.0m)
|
$130.0m
|
$0
|
|
Net Cash Provided by (Used in) Investing Activities
|
|
($10.2m)
|
($259.1m)
|
$554.9m
|
($187.0m)
|
($494.4m)
|
($337.8m)
|
($236.9m)
|
($183.5m)
|
$86.4m
|
$298.2m
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from Issuance of Long-term Debt
|
|
$0
|
$95.0m
|
$0
|
$0
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Repayments of Long-term Debt
|
|
$110.0m
|
$50.8m
|
$14.6m
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Payments for early extinguishment of debt
|
|
($5.6m)
|
($1.3m)
|
($5k)
|
($3.5m)
|
($11.1m)
|
($12.7m)
|
$0
|
$0
|
$0
|
($11.3m)
|
|
Proceeds from Issuance of Common Stock
|
|
$12.2m
|
$16.8m
|
($2.8m)
|
$197.6m
|
$222.4m
|
$60.6m
|
$215.6m
|
($2.7m)
|
($2.0m)
|
—
|
|
Payments for Repurchase of Common Stock
|
|
—
|
—
|
—
|
$3.6m
|
$11.0m
|
$0
|
$130.7m
|
$0
|
$0
|
$4.0m
|
|
Proceeds from Noncontrolling Interests
|
|
—
|
—
|
—
|
$867k
|
$1.3m
|
$21.4m
|
$7.8m
|
$714k
|
$1.8m
|
$1.8m
|
|
Cash distributions to noncontrolling interests
|
|
($3.4m)
|
($3.2m)
|
($3.4m)
|
($2.8m)
|
($1.9m)
|
($1.7m)
|
($1.3m)
|
($7.3m)
|
($4.4m)
|
($17.0m)
|
|
Cash contributions from noncontrolling interests
|
|
—
|
$0
|
$0
|
$867k
|
$1.3m
|
$21.4m
|
$7.8m
|
$714k
|
$1.8m
|
$1.8m
|
|
Purchase of noncontrolling interest
|
|
—
|
—
|
—
|
—
|
$0
|
$0
|
($28.0m)
|
$0
|
($27.9m)
|
$0
|
|
Deconsolidation of Lombard Street Lots, LLC in Noncontrolling interests
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$7.8m
|
$2.5m
|
$0
|
|
Dividends paid
|
|
$166
|
$172
|
$176
|
$123
|
$118
|
$128
|
$142
|
$152
|
$158
|
$164
|
|
Dividends Payable
|
|
$47
|
$50
|
$49
|
$32
|
$35
|
$37
|
$38
|
$40
|
$41
|
$45
|
|
Dividends to common and preferred shareholders
|
|
($166)
|
($172)
|
($176)
|
($123)
|
($118)
|
($128)
|
($142)
|
($152)
|
($158)
|
($164)
|
|
Net Cash Provided by (Used in) Financing Activities
|
|
($231.7m)
|
$52.5m
|
($707.6m)
|
($53.2m)
|
$342.6m
|
$129.1m
|
($93.9m)
|
$119.0m
|
($395.0m)
|
($418.3m)
|
|
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect
|
|
—
|
—
|
$65.1m
|
($47.9m)
|
$50.1m
|
$11.7m
|
($136.5m)
|
$145.0m
|
($97.4m)
|
$68.6m
|
|
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
|
|
—
|
—
|
$177.2m
|
$129.3m
|
$179.4m
|
$191.0m
|
$54.5m
|
$199.5m
|
$102.1m
|
$170.7m
|
|
Change in cash, cash equivalents and restricted cash
|
|
$13.9m
|
($5.6m)
|
$65.1m
|
($47.9m)
|
$50.1m
|
$11.7m
|
($136.5m)
|
$145.0m
|
($97.4m)
|
$68.6m
|
|
Cash, cash equivalents and restricted cash at beginning of year
|
|
$117.8m
|
$112.2m
|
$177.2m
|
$129.3m
|
$179.4m
|
$191.0m
|
$54.5m
|
$199.5m
|
$102.1m
|
$170.7m
|
|
Cash and cash equivalents at beginning of year
|
|
$86.6m
|
$107.8m
|
—
|
—
|
—
|
—
|
—
|
$199.2m
|
$101.8m
|
$170.4m
|
|
Restricted cash at beginning of year
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$216k
|
$237k
|
$257k
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Paid, Excluding Capitalized Interest, Operating Activities
|
|
—
|
—
|
$76.6m
|
$59.0m
|
$52.1m
|
$44.2m
|
$48.7m
|
$51.8m
|
$66.7m
|
$60.4m
|
|
Income Taxes Paid, Net
|
|
$1.2m
|
$2.3m
|
$2.0m
|
$1.5m
|
$1.7m
|
$1.6m
|
$1.3m
|
$951k
|
$274k
|
$923k
|