What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2021-02-16 compared with 2020-02-14 · 124 added, 100 removed, 115 unchanged (66% of the section changed)

3 unchanged sentences

Retail and Office Portfolios

Property Location Year Built/

Renovated Number

Buildings Net

Feet Percentage

Leased Annualized

Base Rent Annualized

OFFICE PROPERTIES

1 unchanged sentence

San Diego, CA 2008/2014 2 724,186 98.0 % $ 39,961,852 $ 56.31

Torrey Reserve Campus

San Diego, CA

1996-2000/2014-2016

Torrey Reserve Campus San Diego, CA 1996-2000/2014-2016 14 521,678 85.0 % 22,113,241 49.87

San Diego, CA 2017 2 92,195 94.6 3,246,011 37.22

3 unchanged sentences

San Francisco, CA 1917/2000 1 422,426 100.0 37,345,312 88.41

One Beach Street

San Francisco, CA

1924/1972/1987/1992

Lloyd District Portfolio

City Center Bellevue

One Beach Street San Francisco, CA 1924/1972/1987/1992 1 100,270 15.4 950,488 61.55

First & Main Portland, OR 2010 1 360,314 93.0 10,442,975 31.16

Lloyd District Portfolio Portland, OR 1940-2015 3 515,929 99.8 16,454,913 31.96

City Center Bellevue Bellevue, WA 1987 1 497,666 96.5 23,679,927 49.31

Subtotal / Weighted Average Office Portfolio (3)

29 3,447,278 93.0 % $ 162,883,878 $ 50.81

RETAIL PROPERTIES

Carmel Country Plaza

San Diego, CA

Carmel Country Plaza San Diego, CA 1991 9 78,098 89.4 % $ 3,731,651 $ 53.45

Carmel Mountain Plaza (4)

2 unchanged sentences

San Diego, CA 1997 9 132,877 94.4 1,914,333 15.26

Gateway Marketplace

San Diego, CA

Lomas Santa Fe Plaza

Solana Beach, CA

Solana Beach Towne Centre

Solana Beach, CA

1973/2000/2004

Gateway Marketplace San Diego, CA 1997/2016 3 127,861 100.0 2,483,725 19.43

Lomas Santa Fe Plaza Solana Beach, CA 1972/1997 9 208,030 94.7 5,907,553 29.99

Solana Beach Towne Centre Solana Beach, CA 1973/2000/2004 12 246,730 94.4 6,250,003 26.83

Del Monte Center (4)

1967/1984/2006

Geary Marketplace

Walnut Creek, CA

The Shops at Kalakaua

Waikele Center

Monterey, CA 1967/1984/2006 16 673,155 81.7 8,403,833 15.28

Geary Marketplace Walnut Creek, CA 2012 3 35,159 100.0 1,187,924 33.79

The Shops at Kalakaua Honolulu, HI 1971/2006 3 11,671 100.0 1,894,936 162.36

Waikele Center Waipahu, HI 1993/2008 9 418,047 100.0 11,524,589 27.57

Alamo Quarry Market (4)

1 unchanged sentence

Hassalo on Eighth - Retail (5)

Portland, OR 2015 3 44,236 71.0 940,668 29.95

Subtotal / Weighted Average Retail Portfolio (1)

107 3,092,428 90.7 % $ 70,074,503 $ 24.98

Total / Weighted Average Retail and Office Portfolio (1)

136 6,539,706 91.9 % $ 232,958,381 $ 38.76

Mixed-Use Portfolio

Retail Portion

Retail Portion Location Year Built/

Renovated Number

Buildings Net

Leased Annualized

Base Rent Annualized

Waikiki Beach Walk—Retail (6)

Hotel Portion

Honolulu, HI 2006 3 96,707 89.2 % $ 9,411,407 $ 109.10

Hotel Portion Location Year Built/

Renovated Number

Buildings Units Average

Occupancy Average

Daily Rate Revenue

Waikiki Beach Walk—Embassy Suites TM

Honolulu, HI 2008/2020 2 369 51.3 % $ 248.52 $ 127.42

Multifamily Portfolio

Average Monthly Base Rent per Leased Unit

Loma Palisades

San Diego, CA

1958/2001-2008

Imperial Beach Gardens

Imperial Beach, CA

Mariner’s Point

Imperial Beach, CA

Property Location Year Built/

Renovated Number

Buildings Units Percentage

Leased Annualized

Base Rent Average Monthly Base Rent per Leased Unit

Loma Palisades San Diego, CA 1958/2001-2008 80 548 95.3 % $ 14,420,472 $ 2,301

Imperial Beach Gardens Imperial Beach, CA 1959/2008 26 160 94.4 3,920,016 2,163

Mariner’s Point Imperial Beach, CA 1986 8 88 96.6 1,860,348 1,824

Santa Fe Park RV Resort (7)

San Diego, CA 1971/2007-2008 1 126 77.8 1,250,460 1,063

1971/2007-2008

Pacific Ridge Apartments

San Diego, CA

Pacific Ridge Apartments San Diego, CA 2013 3 533 93.1 18,171,132 3,052

Hassalo on Eighth - Multifamily (5)

Portland, OR 2015 3 657 71.2 9,278,952 1,653

Total / Weighted Average Multifamily 121 2,112 86.2 % $ 48,901,380 $ 2,238

1 unchanged sentence

(2) This property contains 422,426 net rentable square feet consisting of The Landmark at One Market (378,206 net rentable square feet) as well as a separate long-term leasehold interest in approximately 44,220 net rentable square feet of space located in an adjacent six-story leasehold known as the Annex.

We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through June 30, 2021 , which we have the option to extend until 2031 pursuant to two five-year extension options.

We currently lease the Annex from an affiliate of the Paramount Group pursuant to a long-term master lease effective through June 30, 2026, which we have the option to extend until 2031 pursuant to one five-year extension option.

(3) Lease data for signed but not commenced leases as of December 31, 2020 is in the following table:

Leased Square Feet

Annualized Base

Pro Forma Annualized

Under Signed But

Base Rent per

Not Commenced Leases (a)

Base Rent (b)

Leased Square Foot (b)

Leased Square Foot (c)

Leased Square Feet Annualized Base Pro Forma Annualized

Under Signed But Annualized Rent per Base Rent per

Not Commenced Leases (a) Base Rent (b) Leased Square Foot (b) Leased Square Foot (c)

Office Portfolio $ 32,253 $ 1,897,001 $ 58.82 $ 51.40

1 unchanged sentence

Total Retail and Office Portfolio $ 36,656 $ 2,045,794 $ 55.81 $ 39.10

Office portfolio leases signed but not commenced of 197,415, 46,846, 48,784, and 5,124 square feet are expected to commence during the first, second and third quarters of 2020 and the first quarter of 2021, respectively.

Retail portfolio leases signed but not commenced of 5,653, 4,821 and 17,775 square feet are expected to commence during the first, second and fourth quarters of 2020, respectively.

Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for signed but not commenced leases as of December 31, 2019 by 12.

(a) Office portfolio leases signed but not commenced of 32,253 square feet are expected to commence during the first quarter of 2021.

Retail portfolio leases signed but not commenced of 505 and 3,898 square feet are expected to commence during the first and second quarters of 2021, respectively.

(b) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for signed but not commenced leases as of December 31, 2020 by 12.

In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.

1 unchanged sentence

Annualized base rent per leased square foot is calculated by dividing annualized base rent, by square footage for signed by not commenced leases.

Pro forma annualized base rent is calculated by dividing annualized base rent for commenced leases and for signed but not commenced leases as of December 31, 2019, by square footage under lease as of December 31, 2019 .

(c) Pro forma annualized base rent is calculated by dividing annualized base rent for commenced leases and for signed but not commenced leases as of December 31, 2020, by square footage under lease as of December 31, 2020.

(4) Net rentable square feet at certain of our retail properties includes square footage leased pursuant to ground leases, as described in the following table:

Number of Ground Leases

Square Footage Leased Pursuant to Ground Leases

Aggregate Annualized Base Rent

Property Number of Ground Leases Square Footage Leased Pursuant to Ground Leases Aggregate Annualized Base Rent

Carmel Mountain Plaza 5 17,607 $ 741,962

20 unchanged sentences

Total abatements for leases in effect as of December 31, 2020 for our retail and office portfolio equaled approximately $19.0 million for the year ended December 31, 2020.

There were no abatements for the retail portion of our mixed-use portfolio for the year ended December 31, 2019 .

Total abatements for leases in effect as of December 31, 2020 for our mixed-use portfolio equaled approximately $0.9 million for the year ended December 31, 2020.

Total abatements for leases in effect as of December 31, 2020 for our multifamily portfolio equaled approximately $0.8 million for the year ended December 31, 2020.

7 unchanged sentences

At December 31, 2020, our operating portfolio had approximately 752 leases with office and retail tenants, of which 6 expired on December 31, 2020 and there were 6 that had not yet commenced as of such date.

Our residential properties had approximately 1,849 leases with residential tenants at December 31, 2019 , excluding Santa Fe Park RV Resort.

Our residential properties had 1,722 leases with residential tenants at December 31, 2020, excluding Santa Fe Park RV Resort.

The retail portion of our mixed-use property had approximately 64 leases with retailers.

No one tenant or affiliated group of tenants accounted for more than 7.5% of our annualized base rent as of December 31, 2019 for our office, retail and retail portion of our mixed-use property portfolio.

Only one tenant or affiliated group of tenants accounted for more than 10.0% of our annualized base rent as of December 31, 2020 for our office, retail and retail portion of our mixed-use property portfolio.

The following table sets forth information regarding the 25 tenants with the greatest annualized base rent for our combined retail, office and retail portion of our mixed-use property portfolios as of December 31, 2020.

Property(ies)

Tenant Property(ies) Lease

Expiration Total Leased

Square Feet Rentable

of Total Annualized

Base Rent (1)

Google LLC The Landmark at One Market 12/31/2029 253,198 3.8 % $ 24,178,824 10.0 %

LPL Holdings, Inc.

La Jolla Commons 4/30/2029 421,001 6.3 18,143,812 7.5

Google LLC (2)

The Landmark at One Market

Autodesk, Inc.

The Landmark at One Market 12/31/2022

Waikele Center

12/31/2023 138,615 2.1 12,273,512 5.1

Smartsheet, Inc.

City Center Bellevue 12/31/2026

4/30/2029 124,217 1.9 6,572,101 2.7

City Center Bellevue 11/30/2022

Veterans Benefits Administration

Clearesult Operating, LLC

9/30/2027 109,985 1.7 5,579,954 2.3

Illumina, Inc.

La Jolla Commons 10/31/2027 73,176 1.1 4,302,751 1.8

Lowe's Waikele Center 5/31/2028 155,000 2.3 3,720,000 1.5

Clearesult Operating, LLC First & Main 4/30/2025 101,848 1.5 2,902,976 1.2

State of Oregon:

Department of Environmental Quality

Lloyd District Portfolio

Nordstrom Rack

Carmel Mountain Plaza,

Alamo Quarry Market

Treasury Call Center (3)

Department of Environmental Quality Lloyd District Portfolio 10/31/2031 87,787 1.3 2,766,541 1.1

Genentech, Inc.

Lloyd District Portfolio 10/31/2026 66,852 1.0 2,203,442 0.9

Waikiki Beach Walk

Sprouts Farmers Market

Solana Beach Towne Centre,

Internal Revenue Service (2)

First & Main 8/31/2030 63,648 1.0 2,200,553 0.9

Nordstrom Rack Carmel Mountain Plaza,

Alamo Quarry Market 9/30/2022

10/31/2022 69,047 1.0 2,189,648 0.9

Quiksilver Waikiki Beach Walk 12/31/2021 8,365 0.1 2,175,177 0.9

Sprouts Farmers Market Solana Beach Towne Centre,

Carmel Mountain Plaza,

Geary Marketplace 6/30/2024

California Bank & Trust

Torrey Reserve Campus

City Center Bellevue

Perkins Coie, LLP

Torrey Reserve Campus

Troutman Sanders, LLP

Torrey Reserve Campus

Solana Beach Towne Centre,

Carmel Mountain Plaza

Lomas Santa Fe Plaza

Waikele Center,

South Bay Marketplace,

Alamo Quarry Market

At Home Stores

9/30/2032 71,431 1.1 2,121,187 0.9

Veterans Benefits Administration (2)

First & Main 8/31/2030 74,885 1.1 2,009,451 0.8

California Bank & Trust Torrey Reserve Campus 2/29/2024 34,731 0.5 1,917,767 0.8

WeWork Lloyd District Portfolio 1/31/2032 55,395 0.8 1,883,430 0.8

Industrious City Center Bellevue 3/31/2034 37,166 0.6 1,833,468 0.8

Perkins Coie, LLP Torrey Reserve Campus 12/31/2028 36,980 0.6 1,805,438 0.7

Marshalls Solana Beach Towne Centre,

Carmel Mountain Plaza 1/31/2025

GE Healthcare

City Center Bellevue

1/31/2029 68,055 1.0 1,728,228 0.7

Troutman Sanders, LLP Torrey Reserve Campus

First & Main 3/31/2025

4/30/2025 33,812 0.5 1,695,429 0.7

MEI Pharma, Inc.

Torrey Reserve Campus 3/31/2028 32,775 0.5 1,474,875 0.6

Vons Lomas Santa Fe Plaza 12/31/2022 49,895 0.8 1,399,205 0.6

At Home Stores Carmel Mountain Plaza 7/31/2029 107,870 1.6 1,384,552 0.6

Cisco Systems, Inc.

City Center Bellevue 2/28/2023 29,415 0.4 1,341,874 0.6

Ruth's Chris Steak House

Waikiki Beach Walk,

Torrey Reserve Campus

TOTAL 2,305,149 34.6 % $ 109,804,195 45.4 %

* Data withheld at tenant’s request.

(1) Annualized base rent is calculated by multiplying (i) base rental payments (defined as cash base rents before abatements) for the month ended December 31, 2020 for the applicable lease(s) by (ii) 12.

The annualized base rent does not include the base rent from 75,336 square feet as the rent commencement date begins January 1, 2020.

The tenant may terminate its lease at any time with 90 days' notice.

(2) The earliest option termination date under this lease is August 31, 2028.

Geographic Diversification

3 unchanged sentences

The hotel portion of our mixed-use property is also excluded and is located in Hawaii.

Number of Properties

Net Rentable Square Feet

Percentage of Net Rentable Square Feet (1)

Region Number of Properties Net Rentable Square Feet Percentage of Net Rentable Square Feet (1)

Southern California 10 2,872,685 43.3 %

Northern California 4 1,231,010 18.5

Oregon 3 920,479 13.9

Washington 1 497,666 7.5

Texas 1 588,148 8.9

3 526,425 7.9

Total 22 6,636,413 100.0 %

(1) Percentage of Net Rentable Square Feet is calculated based on the total net rentable square feet available in our retail portfolio, office portfolio and the retail portion of our mixed-use portfolio.

2 unchanged sentences

The following table sets forth information regarding the total property operating income for each of our segments for the year ended December 31, 2020 (dollars in thousands).

Number of Properties

Property Operating Income

Percentage of Property Operating Income

Segment Number of Properties Property Operating Income Percentage of Property Operating Income

Office 9 $ 130,130 58.2 %

Retail 12 60,906 27.3

Mixed-Use 1 28,253 12.6

Multifamily 6 4,165 1.9

Total 28 $ 223,454 100.0 %

Lease Expirations

5 unchanged sentences

The information set forth in the table assumes that tenants do not exercise any renewal options.

Year of Lease Expiration

Annualized Base

Annualized Base Rent Per Leased Square Foot (2)

Year of Lease Expiration Square

Leases Percentage

Feet Annualized Base

Base Rent Annualized Base Rent Per Leased Square Foot (2)

Available 540,119 8.1 % $ — — % $ —

Month to Month 45,437 0.7 1,125,338 0.5 24.77

2021 329,507 5.0 17,075,850 7.4 51.82

2022 707,206 10.7 27,743,291 11.9 39.23

2023 566,734 8.5 23,025,741 9.9 40.63

2024 659,439 9.9 23,863,295 10.3 36.19

2025 630,399 9.5 22,158,482 9.5 35.15

2026 490,605 7.4 17,313,063 7.5 35.29

2027 322,692 4.9 13,905,325 6.0 43.09

2028 712,361 10.7 15,900,916 6.8 22.32

2029 935,874 14.1 50,072,627 21.6 53.50

2030 236,661 3.6 7,173,274 3.1 30.31

Thereafter 422,723 6.4 12,848,149 5.5 30.39

Signed Leases Not Commenced 36,656 0.6 — — —

6,636,413 100.0 % $ 232,205,351 100.0 % $ 34.99

(1) Annualized base rent is calculated by multiplying base rental payments (defined as cash base rents (before abatements)) for the month ended December 31, 2020 for the leases expiring during the applicable period, by 12.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties