キルロイリアルティの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2024

KILROY REALTY CORPORATION

KILROY REALTY, L.P.

(Exact name of registrant as specified in its charter)

Kilroy Realty Corporation

Maryland

001-12675

95-4598246

(State or other jurisdiction of
incorporation or organization)

(Commission File No.)

(I.R.S. Employer
Identification No.)

Kilroy Realty, L.P.

Delaware

000-54005

95-4612685

(State or other jurisdiction of
incorporation or organization)

(Commission File No.)

(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Kilroy Realty Corporation:

Emerging growth company ☐

Kilroy Realty, L.P.:

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 Corporation ☐			Kilroy Realty, L.P. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2024, Kilroy Realty Corporation (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2024 and distributed certain supplemental financial information. On July 31, 2024, the Company also posted the supplemental information on its website located at www.kilroyrealty.com. The text of the supplemental information and the related press release are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Exhibits 99.1 and 99.2 are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chief Financial Officer Appointment; Chief Financial Officer Employment Agreement

On July 30, 2024, the Board of Directors (the “Board”) of the Company appointed Jeffrey Kuehling to serve as Executive Vice President, Chief Financial Officer, effective on a date on or before September 3, 2024, to be mutually agreed between Mr. Kuehling and the Company (the “Transition Date”). In such capacity, Mr. Kuehling shall serve as the principal financial officer of the Company and Kilroy Realty, L.P. (the “Operating Partnership”), the Company’s operating partnership.

Jeffrey Kuehling, age 39, joins the Company from Brixmor Property Group (“Brixmor”), a publicly-traded real estate investment trust, where he has served as the Vice President, Corporate Strategy and then the Senior Vice President, Corporate Strategy since 2018. Prior to Brixmor, Mr. Kuehling served as the Director of Corporate Finance at RPT Realty and held several finance positions at Retail Properties of America, Inc. Mr. Kuehling received his bachelor’s degree from Indiana University, his master of science from the University of Florida, and his master of business administration from the University of Chicago. Mr. Kuehling is also a Certified Public Accountant and a Chartered Financial Analyst.

There are no arrangements or understandings between Mr. Kuehling and any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Kuehling and any director or executive officer of the Company, and Mr. Kuehling does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On July 30, 2024, the Company, the Operating Partnership, and Mr. Kuehling entered into an Employment Agreement (the “Employment Agreement”) that provides for Mr. Kuehling’s employment with the Operating Partnership and to serve in the position of Executive Vice President, Chief Financial Officer of the Company beginning on the Transition Date. The Employment Agreement includes the following compensation and benefits for Mr. Kuehling while he serves in these positions:

•Mr. Kuehling will be entitled to an annual base salary of $475,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time.

•Mr. Kuehling will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Mr. Kuehling’s annual target and maximum bonus opportunities will be 100% and 150%, respectively, of his base salary for the corresponding fiscal year.

•On or promptly following the Transition Date, the Company will grant Mr. Kuehling a stock unit award under the Company’s Amended and Restated 2006 Incentive Award Plan, as amended. The award will cover a number of shares of Company common stock equal to $700,000 divided by the closing price for a share of the Company’s common stock (in regular trading) on the New York Stock Exchange on the Transition Date (or, if the Transition Date is not a trading day, the last trading day prior to such date). The award will vest in one installment on January 6, 2026, subject to Mr. Kuehling’s continued employment through that date.

•Additional equity awards for Mr. Kuehling, commencing with awards for fiscal year 2025, will be in the discretion of the Board (or a committee thereof), provided that Mr. Kuehling’s annual equity award for fiscal year 2025 will have a grant date fair value (as determined in accordance with the Company’s equity award valuation methodology used for its financial reporting purposes) of not less than $750,000.

•Mr. Kuehling will be entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers generally.

•In connection with his relocation to the Los Angeles area, Mr. Kuehling will also be entitled to reimbursement for up to $50,000 in the aggregate for relocation costs, plus reimbursement for any taxes he may incur in connection with such reimbursements, provided that Mr. Kuehling must complete his relocation by September 30, 2024.

The term of Mr. Kuehling’s employment under the Employment Agreement will be for an initial term commencing on the Transition Date and ending on March 1, 2027, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company (which term includes the Operating Partnership, as the context may require, for purposes of employment and severance benefit provisions) or Mr. Kuehling.

The Employment Agreement generally provides that if Mr. Kuehling’s employment with the Company is terminated by the Company without Cause or by Mr. Kuehling for Good Reason, Mr. Kuehling will be entitled to receive the following separation benefits: (1) a severance payment equal to one times the sum of his annual base salary and target annual incentive bonus, paid out in installments over the one-year period following his separation date; (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the number of days of employment during the year); and (3) payment or reimbursement of Mr. Kuehling’s premiums to continue healthcare coverage under COBRA for up to 18 months. If such a termination of Mr. Kuehling’s employment by the Company without Cause or by him for Good Reason occurs during the period within 60 days before a Change in Control (as defined in the Employment Agreement) of the Company or at any time after such a Change in Control, Mr. Kuehling will be entitled to (a) a severance payment equal to one times the sum of his annual base salary and his target annual incentive bonus (with such amount to be paid generally in a lump sum if the termination occurs on or within two years after the Change in Control); (b) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the number of days of employment during the year); (c) payment or reimbursement of Mr. Kuehling’s premiums to continue healthcare coverage under COBRA for up to 18 months; (d) as to each then-outstanding equity-based award granted by the Company to Mr. Kuehling that vests based solely on continued service with the Company, accelerated vesting of the entire outstanding and unvested portion of the award; and (e) as to each outstanding equity-based award granted by the Company to Mr. Kuehling that is subject to performance-based vesting requirements, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement. Mr. Kuehling’s receipt of the separation benefits described above is conditioned on him delivering a release of claims in favor of the Company. Mr. Kuehling is not entitled to a tax gross-up payment if any of his benefits are subject to taxation under Sections 280G and 4999 of the Internal Revenue Code, but his benefits will be reduced to the extent necessary to avoid such taxes if such a reduction in benefits would put Mr. Kuehling in a better after-tax position than receiving the benefits in full.

If Mr. Kuehling’s employment terminates due to his death or disability, he would be entitled to payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends.

The foregoing description of the Employment Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Chief Investment Officer Employment Agreement

In connection with Mr. Kuehling’s appointment as the Company’s Executive Vice President, Chief Financial Officer as of the Transition Date, Eliott Trencher, the Company’s current Executive Vice President, Chief Financial Officer and Chief Investment Officer, will no longer serve as the Company’s Chief Financial Officer, effective as of the Transition Date. Mr. Trencher will continue to serve as the Company’s Executive Vice President, Chief Investment Officer.

On July 30, 2024, the Company, the Operating Partnership and Mr. Trencher entered into an amendment (the “Amendment”) to Mr. Trencher’s employment agreement with the Company and the Operating Partnership dated March 3, 2023. The Amendment reflects such change in Mr. Trencher’s position effective as of the Transition Date.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

As discussed in Item 2.02 above, the Company issued a press release announcing its earnings for the quarter ended June 30, 2024 and distributed certain supplemental information. On July 31, 2024, the Company also posted the supplemental information on its website located at www.kilroyrealty.com.

The information being furnished pursuant to Item 7.01 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit						Description
10.1*						Employment Agreement, dated as of July 30, 2024, between Kilroy Realty Corporation, Kilroy Realty, L.P., and Jeffrey Kuehling
10.2*						Amendment to Employment Agreement, dated as of July 30, 2024, between Kilroy Realty Corporation, Kilroy Realty, L.P., and Eliott Trencher
99.1*						Supplemental Operating and Financial Data for the quarter ended June 30, 2024
99.2*						Press Release dated July 31, 2024 regarding second quarter 2024 earnings
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______________

* Filed herewith.

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 hereunto duly authorized.

Kilroy Realty Corporation

Date: July 31, 2024

By:

/s/ Merryl E. Werber

Merryl E. Werber
Senior Vice President,
Chief Accounting Officer and Controller

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 hereunto duly authorized.

Kilroy Realty, L.P.

Date: July 31, 2024

By:

Kilroy Realty Corporation,

Its general partner

By:

/s/ Merryl E. Werber

Merryl E. Werber
Senior Vice President,
Chief Accounting Officer and Controller

EX-10.1 2 exhibit101.htm EX-10.1 Document

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 30th day of July, 2024, by and among Kilroy Realty Corporation, a Maryland corporation (“Kilroy”), Kilroy Realty, L.P., a Delaware limited partnership (“KRLP”), and Jeffrey Kuehling (the “Executive”). (For purposes of this Agreement, the term “Company” means Kilroy, KRLP, either of them, or both of them together, as the context may require.)

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. KRLP desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

B. This Agreement shall be effective as set forth herein and shall govern the relationship between the Executive, on the one hand, and Kilroy and KRLP, on the other hand, from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements and understandings between them with respect to such relationship.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Retention and Duties.

1.1 Retention. KRLP does hereby hire, engage and employ the Executive for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement. Certain capitalized terms used herein are defined in Section 5.5 of this Agreement.

1.2 Duties. While the Executive shall be employed by KRLP during the Period of Employment, during such Period of Employment the Executive shall also serve as Kilroy’s Executive Vice President, Chief Financial Officer and shall have such powers, authorities, duties and obligations commensurate with such position as Kilroy’s Board of Directors (the “Board”) or its Chief Executive Officer (the “CEO”) may assign from time to time, all subject to the directives of the Board (or a committee thereof) or the CEO, and to the corporate policies of Kilroy, and the corporate and employment policies of KRLP, as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Company’s Code of Business Conduct and Ethics, Insider Trading Compliance Policy, and Related Party Transactions Policy, as they may change from time to time). The Executive agrees to comply with such corporate and employment policies as they are in effect from time to time throughout the Period of Employment. During the Period of Employment, the Executive shall report to the CEO.

1.3 No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for Kilroy and KRLP, (ii) perform such duties in a faithful, effective and efficient manner to the best of the Executive’s abilities, and (iii) hold no other employment. The Executive’s service on the boards of directors (or similar body) of other business entities is subject to the prior written approval of the Board (or a committee thereof). The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which the Executive may then serve if the CEO or the Board (or a committee thereof) reasonably determines that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in direct or indirect competition with any business of the Company or any of its Affiliates, successors or assigns.

1.4 No Breach of Contract. The Executive hereby represents to each of Kilroy and KRLP and agrees that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) the Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; (iii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other Person which would prevent, or be violated by, the Executive entering into this Agreement or carrying out the Executive’s duties hereunder; (iv) the Executive is not bound by any consulting, non-compete, non-solicitation, confidentiality, trade secret or similar agreement (other than this Agreement and the Restrictive Covenants Agreement (as defined below)) with any other Person (other than ongoing, customary confidentiality obligations as to confidential information obtained from prior employers in the course of the Executive’s prior employment with them) which would prevent, or be violated by, the Executive entering into this Agreement or carrying out the Executive’s duties hereunder; (v) to the extent the Executive has any confidential or similar information that the Executive is not free to disclose to the Company, the Executive will not disclose or bring on to the Company’s premises, computer networks, communications or systems, computers or any other devices or accounts, any such information to the extent such disclosure or transmission would violate applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound; and (vi) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance.

1.5 Location. The Executive’s principal place of employment shall be the Company’s principal executive office (currently located in Los Angeles, California) as it may be located from time to time. The Executive agrees that the Executive will be regularly present at that office during regular business hours (except for required business travel, holidays, vacation and other leaves consistent with this Agreement). The Executive acknowledges that the Executive will be required to travel from time to time in the course of performing the Executive’s duties for the Company.

2. Period of Employment. The “Period of Employment” shall be a period of time commencing on a date, no later than September 3, 2024, to be mutually agreed between the Executive and the CEO (the date the Executive actually commences employment with KRLP, the “Effective Date”) and ending at the close of business on March 1, 2027 (the “Termination Date”); provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter, unless the Executive or the Company gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “Period of Employment” shall include any extension thereof pursuant to the preceding sentence. Provision of notice that the Period of Employment shall not be extended or further extended, as the case may be, shall not constitute a breach of this Agreement and, in the case of a provision of such notice by the Company, shall not constitute either a termination of the Executive’s employment by the Company without “Cause” or grounds for a termination by the Executive for “Good Reason” for purposes of this Agreement.

Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay the Executive a base salary (“Base Salary”), which shall be paid in accordance with the Company’s regular payroll practices in effect from time to time but not less frequently than in monthly installments. The Executive’s Base Salary shall be at an annualized rate of Four Hundred Seventy Five Thousand Dollars ($475,000). The Board (or a committee thereof) may, in its sole discretion, increase (but not decrease) the Executive’s rate of Base Salary.

The allocation of the rights and obligations between Kilroy and KRLP shall be determined by separate agreement of those parties. (For clarity, as to any specific salary, award, benefit, severance or other compensation provided for in this Agreement, Executive shall be entitled to the amount specified in this Agreement from either Kilroy or KRLP, as Kilroy and KRLP may determine in their discretion unless otherwise expressly provided in this Agreement, and not from each of them.)

3.2 Incentive Bonus. The Executive shall be eligible to receive an incentive bonus for each fiscal year of the Company that occurs during the Period of Employment (“Incentive Bonus”). Notwithstanding the foregoing and except as otherwise expressly provided in this Agreement, the Executive must be employed by the Company at the time the Company pays incentive bonuses to employees generally with respect to a particular fiscal year in order to earn and be eligible for an Incentive Bonus for that year (and, if the Executive is not so employed at such time, in no event shall the Executive have been considered to have “earned” any Incentive Bonus with respect to the fiscal year). The Executive’s target Incentive Bonus amount for a particular fiscal year of the Company shall equal One Hundred Percent (100%) of the Executive’s Base Salary paid by the Company to the Executive for that fiscal year; provided that the Executive’s actual Incentive Bonus amount for a particular fiscal year (which may range from 0% of the target Incentive Bonus amount for that year up to a maximum percentage of the target Incentive Bonus amount for such year, with the maximum amount being One Hundred and Fifty Percent (150%) of the target annual Incentive Bonus amount) shall be determined by the Board (or a committee thereof) in its sole discretion, based on specific performance objectives (which may include corporate, business unit or division, financial, strategic, individual or other objectives) established with respect to that particular fiscal year by the Board (or a committee thereof) or such other factors it may consider relevant in the circumstances.

3.3 Initial Equity Award. On or promptly following the Effective Date, Kilroy will grant the Executive a restricted stock unit award covering a number of shares of Kilroy common stock equal to Seven Hundred Thousand Dollars ($700,000) divided by the closing price (in regular trading) of a share of Kilroy common stock on the New York Stock Exchange on the Effective Date (or, if the Effective Date is not a trading day on the New York Stock Exchange, on the last trading day prior to the Effective Date) and rounded to the nearest whole unit (such award, the “Initial Award”). The restricted stock units subject to the Initial Award will be scheduled to vest in full on January 5, 2026, subject to the Executive’s continued employment with the Company through such date (except as otherwise provided in Section 5.3(b)). The Initial Award will be granted under Kilroy’s Amended and Restated 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Initial Award will be subject to the terms and conditions of the 2006 Plan as well as the terms and conditions of a written restricted stock unit award agreement (in substantially the form provided by the Company to the Executive) to be entered into by Kilroy and the Executive to evidence the Initial Award.

3.4 Annual Equity Awards. Additional equity awards for the Executive during the Period of Employment, commencing with awards for fiscal year 2025, will be in the sole discretion of the Board (or a committee thereof), except as provided below with respect to the annual equity awards for fiscal year 2025. Provided that the Executive is employed with the Company on the date Kilroy grants annual equity awards to its executive officers generally for that fiscal year, Kilroy will grant the Executive an annual equity award for fiscal year 2025 with a grant date fair value (as determined by Kilroy applying the equity award valuation methodology used by Kilroy for its financial reporting purposes) of an amount no less than Seven Hundred and Fifty Thousand Dollars ($750,000) (subject to rounding for whole share increments). The types of equity awards granted, the allocation of that value between those types of awards granted, specific vesting terms, and other terms and conditions of the awards will be determined by the Board (or a committee thereof).

4. Benefits.

4.1 Retirement, Welfare and Fringe Benefits. During the Period of Employment, the Executive shall be entitled to participate in all employee retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to Kilroy’s then-current executive officers generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

4.2 Reimbursement of Business Expenses. The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time. The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses.

4.3 Paid Time Office and Other Leave. During the Period of Employment, the Executive’s annual rate of vacation accrual shall be twenty (20) business days per year, with such vacation to accrue and be subject to the Company’s vacation policies in effect from time to time, including any policy which may limit vacation accruals and/or limit the amount of accrued but unused vacation to carry over from year to year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

4.4 Relocation. The Executive agrees to relocate, promptly following the Effective Date, to a residence that is proximate to the Company’s principal executive office in Los Angeles, California. The Company agrees that it will pay or reimburse the Executive up to $50,000 in the aggregate for the Executive’s reasonable and customary costs incurred in the Executive’s relocation from the Executive’s current principal residence to a location that is proximate to the Company’s principal executive office; provided that (i) the Company shall not be obligated to pay or reimburse any expense incurred after the Period of Employment ends, (ii) the Executive provides the Company with customary supporting documentation for such expenses, (iii) the Executive reasonably cooperates with the Company and its third party providers regarding the Executive’s relocation and reimbursement (including, without limitation, in reviewing and selecting vendors), and (iv) such relocation is completed promptly after the Effective Date and in all events no later than September 30, 2024. The Executive understands and acknowledges that the expenses contemplated by this Section 4.4 should generally be coordinated through and paid directly by the Company so that, to the extent feasible and practicable, they should be non-taxable. In the event that any payment or reimbursement provided by the Company pursuant to this Section 4.4 should be taxable to the Executive, the Company shall provide a tax gross-up payment to the Executive to cover any income, FICA, Medicare or other payroll taxes on any relocation benefits (including any income, FICA, Medicare or other payroll taxes on the gross-up payment) and all such payments and reimbursements and gross-up payments shall be made no later than the end of the calendar year in which the Effective Date occurs. The Executive agrees to promptly submit such expenses, together with customary supporting documentation, to facilitate such payment timing. Should the Executive’s employment with the Company end before the first anniversary of the date such relocation is completed or should the Executive fail to complete such relocation (in each case, other than due to a termination of employment described in Section 5.3(b) or 5.3(c) or on account of the Executive’s death or Disability), the Executive agrees to promptly repay to the Company the Company’s costs incurred in providing such relocation benefits (including any related tax gross-up payment as provided above).

5. Termination.

5.1 Termination by the Company. During the Period of Employment, the Executive’s employment by the Company, and the Period of Employment, may be terminated at any time by the Company: (i) with Cause, or (ii) with no less than sixty (60) days advance written notice to the Executive (such notice to be delivered in accordance with Section 18), without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board (or a committee thereof) determines in good faith that the Executive has a Disability.

5.2 Termination by the Executive. During the Period of Employment, the Executive’s employment by the Company, and the Period of Employment, may be terminated by the Executive with no less than sixty (60) days advance written notice to the Company (such notice to be delivered in accordance with Section 18); provided, however, that in the case of a termination for Good Reason, the Executive may provide immediate written notice of termination once the applicable cure period (as contemplated by the definition of Good Reason) has lapsed.

5.3 Benefits upon Termination. If the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (whether or not during or following the expiration of the Period of Employment) (the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

(a) The Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any Accrued Obligations;

(b) If the Executive’s employment with the Company terminates during the Period of Employment as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, and in either case Section 5.3(c) does not apply, the Executive shall be entitled to the following benefits:

(ii) The Company will pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth (18th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, the Executive shall complete any continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(b)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences (such as, without limitation, rendering participation in a Company health and welfare plan taxable to participants or resulting in unintended material (relative to the amount of the benefit) tax penalties for the Company).

(iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had the Executive’s employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid.

(iv) The Company shall pay, on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service, an amount in cash equal to (x) the Executive’s target Incentive Bonus for the fiscal year in which the Severance Date occurs, multiplied by (y) a fraction, the numerator of which is the total number of days in such fiscal year in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year.

(v) The Initial Award provided in Section 3.3, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date.

(c) If the Executive’s employment with the Company terminates during the Period of Employment as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, and in either case such termination occurs within sixty (60) days prior to, upon, or at any time following a Change in Control of the Company, the Executive shall be entitled to the following benefits:

(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one (1) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus one (1) times the Executive’s target level of annual Incentive Bonus as in effect on the Severance Date. Subject to Section 22(b), the Company shall pay such severance benefit to the Executive in equal monthly installments (each representing the applicable fraction of such total benefit amount, rounded down to the nearest whole cent) over a period of twelve (12) consecutive months commencing with the month following the month in which the Executive’s Separation from Service occurs, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment; provided, however, that if such Separation from Service occurs on or within two (2) years following a Change in Control that constitutes a change in the ownership or effective control of Kilroy, or in the ownership of a substantial portion of the assets of Kilroy (in each case, such a change in ownership, in effective control or of a substantial portion of assets to be determined within the meaning of Code Section 409A (as defined below)), then (subject to Section 22(b)) the Company shall pay such severance benefit to the Executive in a lump sum on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service.

(ii) The Company will pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth (18th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, the Executive shall complete any continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(c)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences (such as, without limitation, rendering participation in a Company health and welfare plan taxable to participants or resulting in unintended material (relative to the amount of the benefit) tax penalties for the Company).

(v) Each equity award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. As to any equity award granted by the Company to the Executive that is then (on the Executive’s Severance Date) outstanding and subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that any service-based vesting requirement under such outstanding equity-based award shall be deemed satisfied in full as of the Severance Date.

(d) If the Executive’s employment with the Company terminates during the Period of Employment as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv).

(e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive materially breaches the Executive’s obligations under the Restrictive Covenants Agreement or this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid amount contemplated by Section 5.3(b) or 5.3(c); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b)(i) or 5.3(c)(i), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.

(f) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

5.4 Release; Resignations; No Other Severance; Leave.

(a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or 5.3(c), or any other obligation to accelerate vesting of any equity award in connection with the termination of the Executive’s employment, the Executive shall timely provide each of Kilroy and KRLP with a valid, executed general release agreement in substantially the form attached hereto as Exhibit A (with such changes thereto as the Company may make, consistent with the intent of such release, to address changes in the law or to otherwise help ensure the validity and enforceability of the agreement) provided by the Company (the “Release”), and such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to both Kilroy and KRLP within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive.

(b) The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign (and hereby does so resign), effective on the Severance Date, as an officer and director of each of Kilroy and KRLP, as well as any Affiliate of either of them, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company. The Executive further agrees to promptly execute and provide to the Company any further documentation, as reasonably requested by the Company, to confirm such resignations, and to remove the Executive as a signatory on any accounts maintained by Kilroy, KRLP, or any Affiliates of either of them (or any of their respective benefit plans).

(c) The Executive shall not be entitled to severance benefits pursuant to any other severance plan, policy or arrangement of Kilroy, KRLP, or any Affiliates of either of them.

(d) In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.

5.5 Certain Defined Terms.

(a) As used herein, “Accrued Obligations” means:

(i) any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; and

(ii) any reimbursement due to the Executive pursuant to Section 4.2 or Section 4.4 (for clarity, no reimbursement will be due to the Executive pursuant to Section 4.4 for a termination of employment other than a termination of employment (x) described in Section 5.3(b) or 5.3(c) or (y) on account of the Executive’s death or Disability) for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.

(b) As used herein, “Affiliate” of Kilroy, KRLP, or the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Kilroy, KRLP, or either of them. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

(c) As used herein, “Cause” shall mean, as reasonably determined by the Board (or a committee thereof) based on the information then known to it, that one or more of the following has occurred:

(i) the Executive is convicted of, pled guilty or pled nolo contendere to a felony or any crime involving fraud or dishonesty (in each case, under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);

(ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of the Executive’s duties hereunder;

(iii) the Executive willfully fails to perform or uphold the Executive’s duties under this Agreement and/or willfully fails to comply with reasonable directives of the Board (or a committee thereof) or the CEO; or

(iv) a breach in any material respect by the Executive of this Agreement, the Restrictive Covenants Agreement, or any other contract the Executive is a party to with Kilroy, KRLP, or any Affiliate of either of them, or any written policy of Kilroy, KRLP, or any Affiliate of either of them that is applicable to Company executives or employees generally; provided, however, that any condition or conditions, as applicable, referenced in clause (iii) or clause (iv) above shall not (if a cure is reasonably possible in the circumstances) constitute Cause unless both (x) the Company provides written notice to the Executive of such condition(s) claimed to constitute Cause (such notice to be delivered in accordance with Section 18), and (y) the Executive fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof (or, if a cure is reasonably possible in the circumstances but more than thirty (30) days is required to cure such circumstances, the Executive fails to commence taking reasonable steps to cure such condition(s) if it is not reasonably possible to remedy such condition within such thirty (30) day period, or the Executive fails to cure such condition(s) as promptly as reasonably possible and in all cases not more than ninety (90) days of receiving such written notice thereof). For purposes of the foregoing definition of Cause, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

(d) As used herein, “Change in Control” shall mean:

(i) A transaction or series of transactions (other than an offering of Kilroy’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other than Kilroy, any of its subsidiaries, an employee benefit plan maintained by the Kilroy, KRLP, or any of its or their subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Kilroy) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Kilroy and immediately after such acquisition possesses more than 50% of the total combined voting power of Kilroy’s securities outstanding immediately after such acquisition; or

(ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Kilroy to effect a transaction described in Section 5.5(d)(i) hereof or Section 5.5(d)(iii) hereof) whose election by the Board or nomination for election by Kilroy’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii) The consummation by Kilroy (whether directly involving Kilroy or indirectly involving Kilroy through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Kilroy’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(x) Which results in Kilroy’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Kilroy or the person that, as a result of the transaction, controls, directly or indirectly, Kilroy or owns, directly or indirectly, all or substantially all of Kilroy’s assets or otherwise succeeds to the business of Kilroy (Kilroy or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction; and

(y) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5.5(d)(iii)(y) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in Kilroy prior to the consummation of the transaction; or

(iv) Kilroy’s stockholders approve a liquidation or dissolution of Kilroy and all material contingencies to such liquidation or dissolution have been satisfied or waived.

(e) As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board (or a committee thereof), renders the Executive unable to perform the essential functions of the Executive’s employment with KRLP, even with reasonable accommodation, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period would apply. The Executive agrees to reasonably cooperate with the Board (and any committee thereof) in making any such determination as to the existence of Disability.

(f) As used herein, “Good Reason” shall mean the occurrence (without the Executive’s consent) of any one or more of the following conditions:

(i) a material diminution by the Company in the Executive’s rate of Base Salary or target level of annual Incentive Bonus opportunity pursuant to Section 3.2, or (as to fiscal year 2025) the failure by the Company to grant any annual equity award required to be awarded by the Company pursuant to Section 3.4;

(ii) a material diminution by the Company in the Executive’s authority, duties, or responsibilities;

(iii) a material change by the Company in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall a relocation of such office to a new location that is not more than fifty (50) miles from the current location of the Company’s executive offices constitute a “material change”); or

(iv) a material breach by the Company of this Agreement;

provided, however, that any such condition or conditions, as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred and twenty (120) days following the initial existence of the condition claimed to constitute Good Reason.

(g) As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(h) As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

5.6. Notice of Termination; Employment Following Expiration of Period of Employment. Any termination of the Executive’s employment, and the Period of Employment, under this Agreement shall be communicated by written notice of termination from the Executive to the Company, or from the Company to the Executive, as the case may be. This notice of termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this Agreement relied upon in effecting the termination. If the Company or the Executive delivers notice of non-renewal of the Period of Employment pursuant to Section 2 and the Executive continues to be employed by the Company following the expiration of the Period of Employment, the Executive’s employment by the Company following the expiration of the Period of Employment shall be on an at-will basis and may be terminated by the Company or by the Executive at any time, for any reason (or for no reason), with or without advance notice.

5.7 Limitation on Benefits.

(a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive elects a different order of reduction, any such election to be consistent with the requirements of Section 409A of the Code, to the extent that a reduction in payments or benefits is required pursuant to this Section 5.7(a), the Company shall reduce or eliminate amounts which are payable first from any cash severance and cash bonuses, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below). Any election given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. Nothing in this Section 5.7(a) shall require the Company or any of its affiliates to be responsible for, or have any liability or obligation with respect to, the Executive’s excise tax liabilities under Section 4999 of the Code so long as this Section 5.7(a) is correctly applied by the Company.

(b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations (including the value of any post-termination non-compete and other obligations of the Executive taken into account for purposes of the Determination) and documentation to the Company and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable, or such other time as reasonably requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the delivery of the Determination to the Executive that the Executive disputes such Determination, the Determination shall be binding, final and conclusive upon the Company and the Executive.

6. Confidentiality and Indemnification Agreements; Liability Insurance. Concurrently herewith, the Executive shall execute and deliver to each of Kilroy and KRLP a Non-Competition, Non-Solicitation and Non-Disclosure Agreement in the form previously provided by the Company to the Executive (the “Restrictive Covenants Agreement”). No later than on the Effective Date, the Company shall execute and deliver to the Executive an Indemnification Agreement in the form previously provided by the Company to the Executive (the “Indemnification Agreement”).

The Company shall cover the Executive under directors and officers liability insurance both during and after the Period of Employment in the same amount and to the same extent as the Company covers its other active officers and directors (except that, in no event shall the Company be required to maintain such coverage for a period of more than six years after the later of the last day on which the Executive served as an employee of the Company).

7. Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability that may arise with respect to the compensation provided under or pursuant to this Agreement.

8. Successors and Assigns.

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. Number and Gender; Examples. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.

10. Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflicting provision or rule (whether of the state of California or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of California to be applied.

12. Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or determined by an arbitrator pursuant to Section 16 to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

13. Entire Agreement. This Agreement, the Restrictive Covenants Agreement and the Indemnification Agreement (together, the “Integrated Agreement”) embody the entire agreement of the parties hereto respecting the matters within its scope. The Integrated Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into the Integrated Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth in the Integrated Agreement.

14. Modifications. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

15. Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

16. Arbitration. Except as provided in Section 17 and Section 7 of the Restrictive Covenants Agreement, any non-time barred, legally actionable controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other non-time barred, legally actionable controversy or claim arising out of or relating to the Executive’s employment or association with the Company or termination of the same, including, without limiting the generality of the foregoing, any alleged violation of state or federal statute, common law or constitution, shall be submitted to individual, final and binding arbitration, to be held in Los Angeles County, California, before a single arbitrator selected from Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in accordance with the then-current JAMS Arbitration Rules and Procedures for employment disputes, as modified by the terms and conditions in this Section (which may be found at www.jamsadr.com under the Rules/Clauses tab). The parties will select the arbitrator by mutual agreement or, if the parties cannot agree, then by obtaining a list of nine qualified arbitrators supplied by JAMS from their labor and employment law panel, with each party confidentially submitting a “rank and strike” list that ranks in order of priority six arbitrators and strikes three arbitrators, and the most favored arbitrator based on the cumulative rankings who was not struck by either party shall be appointed arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that is provided for through any applicable state or federal statutes, or common law. Statutes of limitations shall be the same as would be applicable were the action to be brought in court. The arbitrator selected pursuant to this Agreement may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator under this Agreement shall be final and binding on the parties to this Agreement and may be enforced by any court of competent jurisdiction. The Company will pay those arbitration costs that are unique to arbitration, including the arbitrator’s fee (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). If, however, any party prevails on a statutory claim, which affords the prevailing party attorneys’ fees and costs, then the arbitrator may (to the extent required by law in order for this arbitration provision to be enforceable) award reasonable fees and costs to the prevailing party. The arbitrator may not award attorneys’ fees to a party that would not otherwise be entitled to such an award under the applicable statute (for clarity, the arbitrator may not award attorneys’ fees for contractual claims). The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost. Except as provided in Section 7 of the Restrictive Covenants Agreement, the parties acknowledge and agree that they are hereby waiving any rights to trial by jury or a court in any action or proceeding brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the Executive’s employment.

17. Remedies. Each of the parties to this Agreement and any Person granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that monetary damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party (as well as each other Person granted rights hereunder) may in its sole discretion obtain permanent injunctive or equitable relief in any arbitration filed pursuant to Section 16 and enforce any such relief awarded by the arbitrator in any court of competent jurisdiction. In addition, each party may also apply to any court of law or equity of competent jurisdiction for provisional injunctive or equitable relief, including a temporary restraining or preliminary injunction (without any requirement to post any bond or deposit), to ensure that the relief sought in arbitration is not rendered ineffectual by interim harm. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party.

18. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

if to Kilroy and/or KRLP:

Kilroy Realty Corporation
12200 West Olympic Boulevard, Suite 200

Los Angeles, CA 90064 Attention: Senior Vice President, Corporate Counsel if to the Executive, to the address most recently on file in the payroll records of KRLP.

19. Counterparts; Electronic Signature. This Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. The parties further consent and agree that (1) to the extent a party signs this Agreement using electronic signature technology, by clicking “sign” (or similar acknowledgement of acceptance), such party is signing this Agreement electronically, and (2) that electronic signatures appearing on this Agreement shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

20. Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that the Executive has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

21. Clawback Policy. Any amounts awarded or payable pursuant to this Agreement are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or other compensation (or cash, shares or other property received pursuant to awards, or value received from a disposition or such shares or other property). The Executive agrees to comply with, and promptly repay to the Company any amounts that are required to be repaid pursuant to, such policy.

22. Section 409A.

(a) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Any installment payments provided for in this Agreement shall be treated as a series of separate payments for purposes of Code Section 409A.

(b) If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b), 5.3(c), or 5.3(d) until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. The provisions of this Section 22(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 22(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death).

(c) To the extent that any benefits pursuant to Section 5.3(b)(ii), 5.3(c)(ii) or reimbursements pursuant to Section 4.2 or Section 4.4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred (except as to any different payment timeframe provided for in Section 4.4 as to amounts subject thereto). The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

[The remainder of this page has intentionally been left blank.]

IN WITNESS WHEREOF, the Executive, Kilroy and KRLP have executed this Agreement as of the date first set forth above.


						“Executive”

						/s/ Jeffrey Kuehling
						Jeffrey Kuehling


						“Kilroy”
						Kilroy Realty Corporation
						a Maryland corporation


						By:			/s/ Heidi R. Roth
									Heidi R. Roth
									Executive Vice President, Chief Administrative Officer


						By:			/s/ Lauren N. Stadler
									Lauren N. Stadler
									Senior Vice President, Corporate Counsel

						“KRLP”
						Kilroy Realty, L.P.
						a Delaware limited partnership

						By:			KILROY REALTY CORPORATION
									a Maryland corporation,
									its General Partner

						By:			/s/ Heidi R. Roth
									Heidi R. Roth
									Executive Vice President, Chief Administrative Officer


						By:			/s/ Lauren N. Stadler
									Lauren N. Stadler
									Senior Vice President, Corporate Counsel

EXHIBIT A

FORM OF RELEASE

1. Release. Jeffrey Kuehling (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue Kilroy Realty Corporation (“Kilroy”), Kilroy Realty, L.P. (“KRLP”), each of their respective divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their assignees, successors, directors, officers, stockholders, partners, representatives, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with Executive’s employment or any other relationship with or interest in Kilroy, KRLP, or either of them, or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”) set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Fair Employment and Housing Act, California Labor Code Section 132a, the California Family Rights Act, or any other federal, state or local law, regulation, ordinance, constitution or common law (collectively, the “Claims”); provided, however, that the foregoing release does not apply to any obligation of the Company (as defined in the Employment Agreement (as such term is defined below)) to Executive pursuant to any of the following:

(1) Section 5.3 of the Employment Agreement dated as of July 30th, 2024 by and among Kilroy, KRLP and Executive (the “Employment Agreement”);

(2) any equity-based awards previously granted by Kilroy to Executive, to the extent that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards;

(3) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates;

(4) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy;

(5) any rights to continued medical and dental coverage that Executive may have under COBRA;

(6) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended; or

(7) any deferred compensation that Executive may be entitled to under a nonqualified deferred compensation plan of the Company.

In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Notwithstanding anything to the contrary herein, nothing in this Agreement prohibits Executive from filing a charge with or participating in an investigation conducted by any state or federal government agencies.

A-1

However, Executive does waive, to the maximum extent permitted by law, the right to receive any monetary or other recovery, should any agency or any other person pursue any claims on Executive’s behalf arising out of any claim released pursuant to this Agreement. For clarity, and as required by law, such waiver does not prevent Executive from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that Executive has received any and all leave and other benefits that Executive has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

2. Acknowledgement of Payment of Wages. Executive acknowledges that the Executive has received all amounts owed for Executive’s regular and usual salary (including, but not limited to, any bonus, incentive or other wages), and usual benefits through the date of this Agreement.

3. Waiver of Unknown Claims. This Agreement is intended to be effective as a general release of and bar to each and every Claim hereinabove specified. Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code and any similar provision of any other applicable state law as to the Claims. Section 1542 of the California Civil Code provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Executive acknowledges that the Executive later may discover claims, demands, causes of action or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

4. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Agreement, Executive is waiving any and all rights or claims that Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive further expressly acknowledges and agrees that:

(a) In return for this Agreement, Executive will receive consideration beyond that which Executive was already entitled to receive before executing this Agreement;

(b) Executive is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;

(c) Executive was given a copy of this Agreement on [_________, 202__], and informed that Executive had [twenty-one (21)] days within which to consider this Agreement and that if Executive wished to execute this Agreement prior to the expiration of such [21]-day period Executive will have done so voluntarily and with full knowledge that Executive is waiving Executive’s right to have [twenty-one (21)] days to consider this Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one (21)] day period after Executive received it;

A-2

(d) Executive was informed that Executive had seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to the Company (attention [_____________]), [Address], so that it is received within the seven-day period following execution of this Agreement by Executive.

(e) Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.

5. No Transferred Claims. Executive represents and warrants to the Company that Executive has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

6. Miscellaneous. The following provisions shall apply for purposes of this Agreement:

(a) Number and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

(b) Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

(c) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of law provision to the contrary.

(d) Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

(e) Modifications. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

(f) Waiver. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

(g) Arbitration. Any controversy arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the arbitration provisions of the Employment Agreement.

(h) Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

[Remainder of page intentionally left blank]

A-3

The undersigned have read and understand the consequences of this Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.


						“Executive”


						Jeffrey Kuehling

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.


						“Kilroy”
						Kilroy Realty Corporation
						a Maryland corporation


						By:
									[Name]
									[Title]


						By:
									[Name]
									[Title]

						“KRLP”
						Kilroy Realty, L.P.
						a Delaware limited partnership

						By:			KILROY REALTY CORPORATION
									a Maryland corporation,
									its General Partner

						By:
									[Name]
									[Title]


						By:
									[Name]
									[Title]

A-4

EX-10.2 3 exhibit102.htm EX-10.2 Document

Exhibit 10.2

July 30, 2024

Eliott Trencher

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, CA 90064

Re: Amendment of Employment Agreement

Dear Eliott:

Reference is made to that certain employment agreement between you, Kilroy Realty Corporation, a Maryland corporation, and Kilroy Realty, L.P., a Delaware limited partnership, dated March 3, 2023 (the “Employment Agreement”). This letter agreement (this “Amendment”) is to confirm our agreement regarding the amendment of the Employment Agreement as set forth below. Capitalized terms used in this Amendment are used as defined in the Employment Agreement if not otherwise defined in this Amendment.

The Employment Agreement currently provides that you will be employed as “Executive Vice President, Chief Financial Officer and Chief Investment Officer,” and that you will have duties and authorities consistent with your position as Chief Financial Officer. The Employment Agreement also provides that the Company and the Operating Partnership have the ability to reassign the title of Chief Investment Officer. Effective immediately, Section 1 (Position/Title) of the Employment Agreement is amended in its entirety to read as follows:

“During the Term (as defined below), you will be employed as Executive Vice President, Chief Financial Officer and Chief Investment Officer, and you will have duties and authorities consistent with such positions. You acknowledge and agree, however, that from time to time and at any time the Company and the Operating Partnership may reassign the title and duties and authorities of Chief Financial Officer to another executive; provided that any such reassignment shall not reduce your then-current Base Salary or target level of Annual Cash Award. In the event of such reassignment, you will be employed solely as the Executive Vice President, Chief Investment Officer and have duties and authorities consistent with such position.”

Further, the second clause of the definition of “Good Reason” in the Employment Agreement is amended in its entirety to read as follows:

“a material diminution of your position with the Company as Executive Vice President, Chief Investment Officer (for clarity, you no longer serving as Chief Financial Officer shall not constitute Good Reason);”

You hereby waive any claim that “Good Reason” exists under the Employment Agreement (including, without limitation, for purposes of determining whether a “Qualifying Termination” occurs for purposes of your restricted stock unit awards granted by the Company) in connection with any change in your title, position, duties, authorities, or responsibilities should the Company and the Operating Partnership appoint another executive as Chief Financial Officer of the Company and the Operating Partnership (with such other executive to have the customary duties, authorities and responsibilities associated with such position).

Except as expressly set forth above, the Employment Agreement remains in full force and effect in accordance with its terms.

This Amendment will be governed by and construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflicting provision or rule (whether of the state of California or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of California to be applied. This Amendment (together with the Employment Agreement) embodies the entire agreement of the parties hereto respecting the amendment of the Employment Agreement and supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon such subject matter.

There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to such subject matter except as expressly set forth in this Amendment and in the Employment Agreement. This Amendment may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Amendment or the Employment Agreement, which agreement is executed by all of the parties hereto.

This Amendment may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. The parties further consent and agree that (1) to the extent a party signs this Amendment using electronic signature technology, by clicking “sign” (or similar acknowledgement of acceptance), such party is signing this Amendment electronically, and (2) that electronic signatures appearing on this Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

[Remainder of page left blank]

If this Amendment sets forth our agreement with respect to the foregoing matters, please sign this Amendment where indicated below.


	KILROY REALTY CORPORATION


	By:	/s/ Heidi R. Roth
		Name: Heidi R. Roth
		Title: Executive Vice President, Chief Administrative Officer


	By:	/s/ Lauren N. Stadler
		Name: Lauren N. Stadler
		Title: Senior Vice President, Corporate Counsel


	KILROY REALTY, L.P.
	By:	KILROY REALTY CORPORATION
		Its: General Partner

	By:	/s/ Heidi R. Roth
		Name: Heidi R. Roth
		Title: Executive Vice President, Chief Administrative Officer


	By:	/s/ Lauren N. Stadler
		Name: Lauren N. Stadler
		Title: Senior Vice President, Corporate Counsel


Accepted and Agreed:


/s/ Eliott Trencher
Eliott Trencher

EX-99.1 4 exhibit991.htm EX-99.1 Document


Q2 2024 Supplemental Financial Report

KILROY REALTY CORPORATION REPORTS

SECOND QUARTER FINANCIAL RESULTS

---------------

LOS ANGELES, July 31, 2024 - Kilroy Realty Corporation (NYSE: KRC) today reported financial results for its second quarter ended June 30, 2024.

Second Quarter Highlights

Financial Results

•Revenues of $280.7 million

•Net income available to common stockholders of $0.41 per diluted share

•Funds from operations available to common stockholders and unitholders (“FFO”) of $132.6 million, or $1.10 per diluted share

Leasing and Occupancy

•Stabilized portfolio was 83.7% occupied and 85.4% leased at June 30, 2024

•Signed approximately 235,000 square feet of leases, comprised of 122,000 square feet of new leasing on previously vacant space, 55,000 square feet of new leasing on currently occupied space, and 58,000 square feet of renewal leasing

◦Includes 16,000 square feet of short-term leasing, comprised of 11,000 square feet of short-term new leasing and 5,000 square feet of short-term renewal leasing

◦GAAP rents increased 7.2% and cash rents decreased 4.6% from prior levels on second generation leasing, excluding short-term leasing

Balance Sheet / Liquidity

•As of June 30, 2024, the Company had approximately $1.9 billion of total liquidity comprised of approximately $0.8 billion of cash and approximately $1.1 billion available under the unsecured revolving credit facility

Dividend

•The Board declared and paid a regular quarterly cash dividend on its common stock of $0.54 per share, equivalent to an annual rate of $2.16

Recent Developments

•In July, signed approximately 184,000 square feet of leases, inclusive of 46,000 square feet of short-term renewal leases


Q2 2024 Supplemental Financial Report

Net Income Available to Common Stockholders / FFO Guidance and Outlook

The Company is providing an updated Nareit-defined FFO per diluted share guidance for the full year 2024 of $4.21 to $4.31 per share, with a midpoint of $4.26 per share.



	Full Year 2024 Range as of May 2024				Full Year 2024 Range as of July 2024
	Low End		High End		Low End		High End
	$ and shares/units in thousands, except per share/unit amounts
Net income available to common stockholders per share - diluted	$	1.46	$	1.61	$	1.50	$	1.59

Weighted average common shares outstanding - diluted (1)	118,000		118,000		118,000		118,000

Net income available to common stockholders	$	172,500	$	190,000	$	177,000	$	188,000
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	1,900		2,000		1,800		1,900
Net income attributable to noncontrolling interests in consolidated property partnerships	20,500		21,000		20,500		21,000
Depreciation and amortization of real estate assets	335,000		336,000		338,000		339,000
Gains on sales of depreciable real estate	—		—		—		—
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(31,000)		(32,000)		(31,500)		(32,000)
Funds From Operations (2)	$	498,900	$	517,000	$	505,800	$	517,900

Weighted average common shares/units outstanding – diluted (3)	120,250		120,250		120,200		120,200

Funds From Operations per common share/unit – diluted (3)	$	4.15	$	4.30	$	4.21	$	4.31

Key Assumptions

May 2024 Assumptions

July 2024 Assumptions

Change in same store cash NOI (2)

(3.5%) to (5.5%)

(3.0%) to (4.0%)

Average full year occupancy

82.50% to 84.00%

82.75% to 83.75%

General and administrative expenses

$72 million to $80 million

Total development spending (4)

$200 million to $300 million

$225 million to $275 million

Weighted average common shares/units outstanding – diluted (in thousands) (3)

120,250

120,200

________________________

(1)Calculated based on estimated weighted average shares outstanding, including non-participating share-based awards.

(2)See pages 32-33 for Management Statements on Funds From Operations and Same Store Cash Net Operating Income.

(3)Calculated based on weighted average shares outstanding, including participating and non-participating share-based awards, and the dilutive impact of contingently issuable shares, and assuming the exchange of all common limited partnership units outstanding. Reported amounts are attributable to common stockholders, common unitholders and restricted stock unitholders.

(4)Remaining 2024 development spending is $100 million to $150 million.

The Company’s guidance estimates for the full year 2024, and the reconciliation of net income available to common stockholders per share - diluted and FFO per share and unit - diluted included within this press release, reflect management’s views on current and future market conditions, including assumptions with respect to rental rates, occupancy levels, and the earnings impact of the events referenced in this press release. These guidance estimates do not include the impact on the Company’s operating results from potential future acquisitions, dispositions (including any associated gains or losses), capital markets activity, impairment charges, or any events outside of the Company’s control, as the timing and magnitude of any such events are not known at the time the Company provides guidance.


Q2 2024 Supplemental Financial Report

There can be no assurance that the Company’s actual results will not differ materially from these estimates.

Conference Call and Audio Webcast

The Company’s management will discuss second quarter results and the current business environment during the Company’s August 1, 2024 earnings conference call. The call will begin at 10:00 a.m. Pacific Time and last approximately one hour. To participate and obtain conference call dial-in details, register by using the following link, https://www.netroadshow.com/events/login?show=f15f60b2&confId=58185. Those interested in listening via the Internet can access the conference call at https://events.q4inc.com/attendee/326412379. It may be necessary to download audio software to hear the conference call.

iii


Q2 2024 Supplemental Financial Report

Table of Contents


			Page
Corporate Data and Financial Highlights
Company Background			2
Financial Highlights			3
Consolidated Balance Sheets			4
Consolidated Statements of Operations			5
Funds From Operations and Funds Available for Distribution			6
Net Operating Income			7
Portfolio Data
Same Store Analysis			9
Stabilized Portfolio Occupancy Overview by Region			10-14
Information on Leases Commenced & Leases Executed			15-16
Stabilized Portfolio Capital Expenditures			17
Stabilized Portfolio Lease Expirations			18-19
Top 20 Tenants			20
Tenant Industry Diversification			21
Consolidated Ventures (Noncontrolling Property Partnerships)			22
Development

In-Process Development & Redevelopment			24
Future Development Pipeline			25
Debt and Capitalization Data
Capital Structure			27
Debt Analysis			28-29
Non-GAAP Supplemental Measures			31-33
Definitions & Reconciliations			35-41

This Supplemental Financial Report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, among other things, information concerning lease expirations, debt maturities, potential investments, development and redevelopment activity, projected construction costs, dispositions, and other forward-looking financial data. In some instances, forward-looking statements can be identified by the use of forward-looking terminology such as “expect,” “future,” “will,” “would,” “pursue,” or “project”, and variations of such words and similar expressions that do not relate to historical matters. Forward-looking statements are based on Kilroy Realty Corporation’s 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 Kilroy Realty Corporation’s 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 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. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect Kilroy Realty Corporation’s business and financial performance, see the factors included under the caption “Risk Factors” in Kilroy Realty Corporation’s annual report on Form 10-K for the year ended December 31, 2023, and its other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the dates on which they are made. Kilroy Realty Corporation assumes no obligation to update any forward-looking statement made in this Supplemental Financial Report 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.

Pictured on cover page, in order of appearance: 2100 Kettner, San Diego, CA | 100 Hooper, San Francisco, CA | Kilroy Sabre Springs, San Diego, CA –Funds From Operations and Funds Available for Distribution

Corporate Data and Financial Highlights

–Company Background

–Financial Highlights

–Consolidated Balance Sheets

–Consolidated Statements of Operations

–Net Operating Income


Q2 2024 Supplemental Financial Report

Company Background

Kilroy Realty Corporation (NYSE: KRC), a publicly traded real estate investment trust and member of the S&P MidCap 400 Index, is a leading U.S. landlord and developer, with operations in San Diego, Los Angeles, the San Francisco Bay Area, Seattle, and Austin. The Company has over seven decades of experience developing, acquiring and managing office, life science, and mixed-use real estate assets. At June 30, 2024, the Company’s stabilized portfolio comprised of 121 buildings encompassing an aggregate of approximately 17.0 million square feet of primarily office and life science space that was 83.7% occupied and 85.4% leased. The Company also has 1,001 residential units in the Los Angeles and San Diego regions, which had an average occupancy of 92.8% for the quarter ended June 30, 2024.

Board of Directors

Executive and Senior Management Team

Investor Relations

Edward F. Brennan, PhD

Chair

Angela M. Aman

Chief Executive Officer

12200 W. Olympic Blvd., Suite 200
Los Angeles, CA 90064
(310) 481-8400
Web: www.kilroyrealty.com
E-mail: investorrelations@kilroyrealty.com

Angela M. Aman

Justin W. Smart

President

Daryl J. Carter

Eliott Trencher

EVP, Chief Financial Officer and Chief Investment Officer

Jolie Hunt

Robert Paratte

EVP, Chief Leasing Officer

Scott S. Ingraham

Heidi R. Roth

EVP, Chief Administrative Officer

Louisa G. Ritter

Lauren N. Stadler

EVP, General Counsel and Secretary

Taylor Friend

SVP, Capital Markets and Treasurer

Gary R. Stevenson

John Osmond

EVP, Head of Asset Management

Peter B. Stoneberg

Merryl Werber

SVP, Chief Accounting Officer and Controller

Equity Research Coverage

Barclays

Jefferies LLC

Brendan Lynch

(212) 526-9428

Peter Abramowitz

(212) 336-7241

BofA Securities

J.P. Morgan

Camille Bonnel

(646) 855-5042

Anthony Paolone

(212) 622-6682

BMO Capital Markets Corp.

Keybanc Capital Markets

John P. Kim

(212) 885-4115

Upal Rana

(917) 368-2316

BTIG

Mizuho Securities USA LLC

Thomas Catherwood

(212) 738-6140

Vikram Malhotra

(212) 282-3827

Citigroup Investment Research

RBC Capital Markets

Michael Griffin

(212) 816-5871

Mike Carroll

(440) 715-2649

Deutsche Bank Securities, Inc.

Scotiabank

Omotayo Okusanya

(212) 250-9284

Nicholas Yulico

(212) 225-6904

Evercore ISI

Wells Fargo

Steve Sakwa

(212) 446-9462

Blaine Heck

(410) 662-2556

Goldman Sachs & Co. LLC

Wolfe Research

Caitlin Burrows

(212) 902-4736

Andrew Rosivach

(646) 582-9250

Green Street Advisors

Dylan Burzinski

(949) 640-8780

Kilroy Realty Corporation is followed by the analysts listed above. Please note that any opinions, estimates, or forecasts regarding Kilroy Realty Corporation’s performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of Kilroy Realty Corporation or its management. Kilroy Realty Corporation does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.


Q2 2024 Supplemental Financial Report

Financial Highlights

(unaudited, $ in thousands, except per share amounts)


	Three Months Ended
	6/30/2024			3/31/2024			12/31/2023			9/30/2023			6/30/2023

INCOME ITEMS:
Revenues	$	280,731		$	278,581		$	269,016		$	283,594		$	284,282
Capitalized Interest and Debt Costs	20,515			19,807			21,510			20,056			19,470
Cash Lease Termination Fees (1)	2,465			3,851			3,437			1,682			225
EARNINGS METRICS:
Net Income Available to Common Stockholders	$	49,211		$	49,920		$	47,284		$	52,762		$	55,587
Net Operating Income (2)	189,447			189,270			184,725			193,396			198,584
EBITDA, as adjusted (3)	178,461			182,602			171,387			173,798			178,020
Company's Share of EBITDA, as adjusted (3)	170,860			173,942			163,059			165,408			169,858
Company's Share of EBITDA, as adjusted less interest income (3)	160,776			160,752			152,363			158,393			166,437
Funds From Operations (4)	132,587			133,723			129,257			134,047			141,853
Funds Available for Distribution (4)	114,834			125,328			109,528			118,698			119,546
PER SHARE INFORMATION (5):
Net Income Available to Common Stockholders per common share – diluted	$	0.41		$	0.42		$	0.40		$	0.45		$	0.47
Funds From Operations per common share – diluted (4)	1.10			1.11			1.08			1.12			1.19
Dividends declared per common share	0.54			0.54			0.54			0.54			0.54
RATIOS (6):
Net Operating Income Margin (2)	67.5		%	67.9		%	68.7		%	68.2		%	69.9		%
Net Debt to Company's Share of EBITDA, as adjusted Ratio (3)(7)	6.4x			6.3x			6.2x			6.1x			6.1x
Net Debt to Company's Share of EBITDA, as adjusted less interest income Ratio (3)(7)	6.8x			6.6x			6.5x			6.2x			6.2x
Fixed Charge Coverage Ratio - Net Income	1.0x			1.0x			1.0x			1.2x			1.4x
Fixed Charge Coverage Ratio - EBITDA, as adjusted (3)	3.3x			3.3x			3.4x			3.7x			4.1x
Net Income Payout Ratio	117.3		%	114.9		%	120.5		%	108.8		%	104.3		%
FFO / FAD Payout Ratio (4)	48.3% / 55.7%			47.9% / 51.1%			49.5% / 58.4%			47.7% / 53.9%			45.0% / 53.4%

STABILIZED PORTFOLIO INFORMATION:
Change in Same Store Net Operating Income (8)	(5.7)		%	(9.4)		%	(10.6)		%	(5.0)		%	(2.3)		%
Change in Same Store Cash Net Operating Income (8)	0.2		%	(7.2)		%	(1.2)		%	0.2		%	2.7		%
Period End Occupancy Percentage	83.7		%	84.2		%	85.0		%	86.2		%	86.6		%
Period End Leased Percentage	85.4		%	85.7		%	86.4		%	87.5		%	88.6		%
Lease Composition (Net / Gross) (9)	51% / 49%			51% / 49%			51% / 49%			49% / 51%			49% / 51%

________________________

Note: Definitions for commonly used terms in this Supplemental Financial Report are on pages 35-37 “Definitions Included in Supplemental.” Refer to pages 31-33 for Management Statements on non-GAAP supplemental measures.

(1)Represents cash receipts of lease termination fees in the period they are received, which may not correspond to the timing of GAAP revenue recognition of the lease termination fee over the remaining term of the lease.

(2)Please refer to page 38 for a reconciliation of GAAP Net Income Available to Common Stockholders to Net Operating Income.

(3)Please refer to page 40 for a reconciliation of GAAP Net Income Available to Common Stockholders to the Company's EBITDA metrics.

(4)Please refer to page 6 for reconciliations of GAAP Net Income Available to Common Stockholders to Funds From Operations available to common stockholders and unitholders and Funds Available for Distribution to common stockholders and unitholders and page 41 for a reconciliation of GAAP Net Cash Provided by Operating Activities to Funds Available for Distribution to common stockholders and unitholders.

(5)Reported amounts are attributable to common stockholders, common unitholders and restricted stock unitholders.

(6)Ratios are calculated based on current quarter annualized amounts unless otherwise noted.

(7)Calculated on a trailing-12 month basis. Please refer to page 29 for the calculation of this ratio.

(8)Calculated as the change over the same prior year period. For all quarterly periods in 2024, the Same Store Portfolio was comprised of 119 properties. For all quarterly periods in 2023, the Same Store Portfolio was comprised of 115 properties.

(9)Based upon annualized base rent, including 100% of consolidated property partnerships, as of the period end. Excludes leases at our three residential properties.


Q2 2024 Supplemental Financial Report

Consolidated Balance Sheets

(unaudited, $ in thousands)


	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023

ASSETS:
Land and improvements	$	1,743,170	$	1,743,170	$	1,743,170	$	1,743,170	$	1,738,242
Buildings and improvements	8,501,976		8,479,359		8,463,674		8,431,499		8,353,596
Undeveloped land and construction in progress	2,207,180		2,114,242		2,034,804		1,950,424		1,894,545
Total real estate assets held for investment	12,452,326		12,336,771		12,241,648		12,125,093		11,986,383
Accumulated depreciation and amortization	(2,671,141)		(2,594,996)		(2,518,304)		(2,443,659)		(2,369,515)
Total real estate assets held for investment, net	9,781,185		9,741,775		9,723,344		9,681,434		9,616,868

Cash and cash equivalents	835,893		855,007		510,163		618,794		361,885

Marketable securities	32,648		109,513		284,670		278,789		25,786
Current receivables, net	10,229		13,291		13,609		11,383		10,686
Deferred rent receivables, net	458,177		457,494		460,979		466,073		463,640
Deferred leasing costs and acquisition-related intangible assets, net	220,485		226,506		229,705		228,742		230,559
Right of use ground lease assets	129,760		130,026		125,506		125,765		126,022
Prepaid expenses and other assets, net	75,379		65,588		53,069		60,141		75,588

TOTAL ASSETS	$	11,543,756	$	11,599,200	$	11,401,045	$	11,471,121	$	10,911,034

LIABILITIES AND EQUITY:
Liabilities:
Secured debt, net	$	600,741	$	601,990	$	603,225	$	604,480	$	240,142
Unsecured debt, net	4,519,796		4,518,297		4,325,153		4,330,326		4,172,833

Accounts payable, accrued expenses and other liabilities	361,759		401,892		371,179		426,662		377,733
Ground lease liabilities	128,787		128,966		124,353		124,517		124,678
Accrued dividends and distributions	65,118		65,111		64,440		64,423		64,438
Deferred revenue and acquisition-related intangible liabilities, net	160,284		166,436		173,638		178,542		185,429
Rents received in advance and tenant security deposits	73,013		73,777		79,364		74,646		78,187
Total liabilities	5,909,498		5,956,469		5,741,352		5,803,596		5,243,440
Equity:
Stockholders’ Equity
Common stock	1,174		1,174		1,173		1,173		1,172
Additional paid-in capital	5,216,699		5,208,753		5,205,839		5,195,106		5,184,227
Retained earnings	187,796		203,080		221,149		237,665		248,695
Total stockholders’ equity	5,405,669		5,413,007		5,428,161		5,433,944		5,434,094
Noncontrolling Interests
Common units of the Operating Partnership	52,985		53,087		53,275		53,328		53,358
Noncontrolling interests in consolidated property partnerships	175,604		176,637		178,257		180,253		180,142
Total noncontrolling interests	228,589		229,724		231,532		233,581		233,500
Total equity	5,634,258		5,642,731		5,659,693		5,667,525		5,667,594
TOTAL LIABILITIES AND EQUITY	$	11,543,756	$	11,599,200	$	11,401,045	$	11,471,121	$	10,911,034


Q2 2024 Supplemental Financial Report

Consolidated Statements of Operations

(unaudited, $ and shares in thousands, except per share amounts)


	Three Months Ended										Six Months Ended
	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023		6/30/2024		6/30/2023
REVENUES
Rental income	$	275,919	$	274,890	$	265,643	$	280,681	$	281,309	$	550,809	$	571,413
Other property income	4,812		3,691		3,373		2,913		2,973		8,503		5,671
Total revenues	280,731		278,581		269,016		283,594		284,282		559,312		577,084
EXPENSES
Property expenses	59,279		57,320		60,731		59,445		55,008		116,599		108,788
Real estate taxes	29,009		29,239		21,000		28,363		28,277		58,248		56,505
Ground leases	2,996		2,752		2,560		2,390		2,413		5,748		4,782
General and administrative expenses (1)	18,951		17,579		22,078		24,761		22,659		36,530		46,595
Leasing costs	2,119		2,279		1,956		1,852		1,326		4,398		2,698
Depreciation and amortization	87,151		88,031		86,016		85,224		90,362		175,182		184,038
Total expenses	199,505		197,200		194,341		202,035		200,045		396,705		403,406
OTHER INCOME (EXPENSES)
Interest income	10,084		13,190		10,696		7,015		3,421		23,274		4,881
Interest expense	(36,763)		(38,871)		(32,325)		(29,837)		(26,383)		(75,634)		(52,054)




Total other expenses	(26,679)		(25,681)		(21,629)		(22,822)		(22,962)		(52,360)		(47,173)
NET INCOME	54,547		55,700		53,046		58,737		61,275		110,247		126,505
Net income attributable to noncontrolling common units of the Operating Partnership	(458)		(502)		(471)		(515)		(537)		(960)		(1,097)
Net income attributable to noncontrolling interests in consolidated property partnerships	(4,878)		(5,278)		(5,291)		(5,460)		(5,151)		(10,156)		(13,213)
Total income attributable to noncontrolling interests	(5,336)		(5,780)		(5,762)		(5,975)		(5,688)		(11,116)		(14,310)




NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	49,211	$	49,920	$	47,284	$	52,762	$	55,587	$	99,131	$	112,195
Weighted average common shares outstanding – basic	117,375		117,338		117,240		117,185		117,155		117,356		117,107
Weighted average common shares outstanding – diluted	117,663		117,961		117,816		117,495		117,360		117,810		117,383
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE
Net income available to common stockholders per share – basic	$	0.41	$	0.42	$	0.40	$	0.45	$	0.47	$	0.83	$	0.95
Net income available to common stockholders per share – diluted	$	0.41	$	0.42	$	0.40	$	0.45	$	0.47	$	0.83	$	0.95

_______________________

(1)The three months ended December 31, 2023, September 30, 2023, and June 30, 2023 includes $4.9 million, $5.8 million, and $3.1 million, respectively, of retirement costs for our former CEO, primarily comprised of accelerated stock compensation expense. The six months ended June 30, 2023 includes $6.3 million of retirement costs for our former CEO and former President, primarily comprised of accelerated stock compensation expense.


Q2 2024 Supplemental Financial Report

Funds From Operations and Funds Available for Distribution

(unaudited, $ in thousands, except per share amounts)


	Three Months Ended										Six Months Ended
	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023		6/30/2024		6/30/2023

FUNDS FROM OPERATIONS (1):
Net income available to common stockholders	$	49,211	$	49,920	$	47,284	$	52,762	$	55,587	$	99,131	$	112,195
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	458		502		471		515		537		960		1,097
Net income attributable to noncontrolling interests in consolidated property partnerships	4,878		5,278		5,291		5,460		5,151		10,156		13,213
Depreciation and amortization of real estate assets	85,589		86,460		84,402		83,518		88,473		172,049		180,144
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(7,549)		(8,437)		(8,191)		(8,208)		(7,895)		(15,986)		(18,837)
Funds From Operations (1)	$	132,587	$	133,723	$	129,257	$	134,047	$	141,853	$	266,310	$	287,812
Weighted average common shares/units outstanding – basic (2)	120,034		119,660		118,896		118,934		118,930		119,847		118,874
Weighted average common shares/units outstanding – diluted (3)	120,322		120,283		119,473		119,245		119,134		120,301		119,149
FFO per common share/unit – basic (1)	$	1.10	$	1.12	$	1.09	$	1.13	$	1.19	$	2.22	$	2.42
FFO per common share/unit – diluted (1)	$	1.10	$	1.11	$	1.08	$	1.12	$	1.19	$	2.21	$	2.42

FUNDS AVAILABLE FOR DISTRIBUTION (1):
Funds From Operations (1)	$	132,587	$	133,723	$	129,257	$	134,047	$	141,853	$	266,310	$	287,812
Adjustments:
Recurring tenant improvements, leasing commissions and capital expenditures	(22,069)		(11,763)		(31,411)		(20,519)		(17,850)		(33,832)		(35,616)
Amortization of deferred revenue related to tenant-funded tenant improvements (4)	(4,358)		(6,502)		(5,717)		(4,883)		(4,912)		(10,860)		(10,097)
Net effect of straight-line rents	(634)		3,536		5,143		(2,382)		(5,720)		2,902		(11,339)
Amortization of net below market rents (5)	(886)		(904)		(973)		(1,034)		(1,608)		(1,790)		(4,641)
Amortization of deferred financing costs and net debt discount/premium	1,560		1,757		1,279		1,312		1,254		3,317		2,609
Non-cash amortization of share-based compensation awards	5,889		3,381		8,498		10,596		7,721		9,270		17,764
Lease related adjustments, leasing costs and other (6)	830		1,216		1,966		(401)		(2,106)		2,046		3,356
Adjustments attributable to noncontrolling interests in consolidated property partnerships	1,915		884		1,486		1,962		914		2,799		2,231
Funds Available for Distribution (1)	$	114,834	$	125,328	$	109,528	$	118,698	$	119,546	$	240,162	$	252,079

________________________

(1)Please refer to pages 31-33 for Management Statements on non-GAAP supplemental measures. Reported per common share/unit amounts are attributable to common stockholders, common unitholders and restricted stock unitholders.

(2)Calculated based on weighted average shares outstanding including participating share-based awards and assuming the exchange of all common limited partnership units outstanding.

(3)Calculated based on weighted average shares outstanding including participating and non-participating share-based awards, dilutive impact of contingently issuable shares, and assuming the exchange of all common limited partnership units outstanding.

(4)Represents revenue recognized during the period as a result of the amortization of deferred revenue recorded for tenant-funded tenant improvements.

(5)Represents the non-cash adjustment related to the acquisition of buildings with above and/or below market rents.

(6)Includes other cash and non-cash adjustments attributable to lease-related matters including GAAP revenue recognition timing differences, leasing costs, and other.


Q2 2024 Supplemental Financial Report

Net Operating Income

(unaudited, $ in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2024		2023		% Change		2024		2023		% Change
Operating Revenues:
Rental income (1)	$	226,492	$	234,571	(3.4)	%	$	453,078	$	478,078	(5.2)	%
Tenant reimbursements (1)	49,427		46,738		5.8	%	97,731		93,335		4.7	%
Other property income	4,812		2,973		61.9	%	8,503		5,671		49.9	%
Total operating revenues	280,731		284,282		(1.2)	%	559,312		577,084		(3.1)	%
Operating Expenses:
Property expenses	59,279		55,008		7.8	%	116,599		108,788		7.2	%
Real estate taxes	29,009		28,277		2.6	%	58,248		56,505		3.1	%

Ground leases	2,996		2,413		24.2	%	5,748		4,782		20.2	%
Total operating expenses	91,284		85,698		6.5	%	180,595		170,075		6.2	%
Net Operating Income (2)	$	189,447	$	198,584	(4.6)	%	$	378,717	$	407,009	(7.0)	%

________________________

(1)Revenue from tenant reimbursements is included in rental income on our consolidated statements of operations.

(2)Please refer to page 31-33 for Management Statements on non-GAAP supplemental measures and page 38 for a reconciliation of GAAP Net Income Available to Common Stockholders to Net Operating Income.

Portfolio Data

–Same Store Analysis

–Stabilized Portfolio Occupancy Overview by Region

–Information on Leases Commenced & Leases Executed

–Stabilized Portfolio Capital Expenditures

–Stabilized Portfolio Lease Expirations

–Top 20 Tenants

–Tenant Industry Diversification

–Consolidated Ventures (Noncontrolling Property Partnerships)


Q2 2024 Supplemental Financial Report

Same Store Analysis

(unaudited, $ in thousands)



		Three Months Ended June 30,								Six Months Ended June 30,
		2024			2023			% Change		% Contribution		2024			2023			% Change		% Contribution

	Total Same Store Portfolio (1)
	Number of properties	119			119							119			119
	Square Feet	16,210,648			16,210,648							16,210,648			16,210,648
	Average Occupancy	84.2		%	87.4		%					84.7		%	88.6		%
	Percent of Stabilized Portfolio (2)	95.1		%								95.1		%

	Operating Revenues:
	Rental income (3)	$	216,421		$	227,579		(4.9)	%	(5.8)	%	$	434,197		$	464,050		(6.4)	%	(7.6)	%
	Tenant reimbursements (3)	45,374			42,809			6.0	%	1.3	%	90,183			86,209			4.6	%	1.0	%
	Other property income	4,197			2,686			56.3	%	0.8	%	7,330			5,112			43.4	%	0.6	%
	Total operating revenues	265,992			273,074			(2.6)	%	(3.7)	%	531,710			555,371			(4.3)	%	(6.0)	%
	Operating Expenses:
	Property expenses	56,960			53,172			7.1	%	(2.0)	%	112,339			105,730			6.3	%	(1.7)	%
	Real estate taxes	26,035			26,155			(0.5)	%	0.1	%	51,738			52,481			(1.4)	%	0.2	%
	Ground leases	2,036			1,923			5.9	%	(0.1)	%	3,980			3,778			5.3	%	(0.1)	%
	Total operating expenses	85,031			81,250			4.7	%	(2.0)	%	168,057			161,989			3.7	%	(1.6)	%
	Net Operating Income	$	180,961		$	191,824		(5.7)	%	(5.7)	%	$	363,653		$	393,382		(7.6)	%	(7.6)	%


Same Store Analysis (Cash Basis)

		Three Months Ended June 30,								Six Months Ended June 30,
		2024			2023			% Change		% Contribution		2024			2023			% Change		% Contribution
	Total operating revenues (4)	$	263,296		$	259,185		1.6	%	2.3	%	$	526,477		$	534,124		(1.4)	%	(2.1)	%
	Total operating expenses	84,955			81,150			4.7	%	(2.1)	%	167,885			161,788			3.8	%	(1.6)	%
	Cash Net Operating Income (5)	$	178,341		$	178,035		0.2	%	0.2	%	$	358,592		$	372,336		(3.7)	%	(3.7)	%

________________________

(1)Same Store is defined as all properties owned and included in our stabilized portfolio as of January 1, 2023 and still owned and included in the stabilized portfolio as of June 30, 2024. Same Store includes 100% of consolidated property partnerships as well as our three residential properties.

(2)Based on rentable square feet at the end of the period.

(3)Revenue from tenant reimbursements is included in rental income on our consolidated statements of operations.

(4)For same store cash basis, lease termination and restoration fees are recognized in the period they are received, which may not correspond to the timing of GAAP revenue recognition. Tenant prepayments are recognized in the applicable lease billing period.

(5)Please refer to pages 31-33 for Management Statements on non-GAAP supplemental measures. Please refer to page 38 for a reconciliation of GAAP Net Income Available to Common Stockholders to Same Store Net Operating Income and Same Store Cash Net Operating Income. Adjustments to GAAP operating revenues include the net effect of straight-line rents, amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above and below market lease intangibles, and revenue reversals (recoveries) related to tenant creditworthiness.


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Occupancy Overview by Region


	Portfolio Breakdown				Total Rentable Square Feet (3)	Occupied at				Leased at (4)
STABILIZED PORTFOLIO (1)(2)	YTD NOI %		Rentable Square Feet %			6/30/2024		3/31/2024		6/30/2024		3/31/2024

Los Angeles
Hollywood / West Hollywood	8.7	%	8.1	%	1,383,563	84.9	%	85.9	%	86.1	%	87.1	%
El Segundo	3.4	%	6.5	%	1,103,595	74.4	%	76.0	%	74.4	%	76.0	%
Long Beach	2.3	%	5.6	%	957,706	79.3	%	80.5	%	83.8	%	83.8	%
West Los Angeles	2.4	%	4.3	%	726,975	58.8	%	58.8	%	58.8	%	58.8	%
Culver City	0.0	%	1.0	%	166,207	13.4	%	55.6	%	18.6	%	55.6	%
Total Los Angeles	16.8	%	25.5	%	4,338,046	73.9	%	76.5	%	75.5	%	77.6	%
San Diego
Del Mar	11.4	%	10.5	%	1,791,486	96.8	%	96.5	%	97.7	%	98.1	%
I-15 Corridor	1.5	%	2.5	%	433,851	81.8	%	79.9	%	81.8	%	83.8	%
Little Italy / Point Loma	0.3	%	1.9	%	319,879	42.6	%	41.7	%	50.0	%	43.7	%
University Towne Center	1.8	%	1.4	%	231,060	100.0	%	100.0	%	100.0	%	100.0	%
Total San Diego	15.0	%	16.3	%	2,776,276	88.5	%	87.9	%	89.9	%	89.7	%
San Francisco Bay Area
San Francisco CBD	26.3	%	20.0	%	3,400,600	84.8	%	84.7	%	85.5	%	84.8	%
Silicon Valley	8.9	%	7.5	%	1,286,100	100.0	%	100.0	%	100.0	%	100.0	%
South San Francisco	8.8	%	4.7	%	806,109	100.0	%	100.0	%	100.0	%	100.0	%
Other Peninsula	4.5	%	4.0	%	677,786	86.6	%	85.3	%	98.0	%	96.6	%
Total San Francisco Bay Area	48.5	%	36.2	%	6,170,595	90.1	%	89.9	%	91.8	%	91.3	%
Seattle
Lake Union / Denny Regrade	10.3	%	12.1	%	2,077,052	78.0	%	78.8	%	78.7	%	79.2	%
Bellevue	5.9	%	5.4	%	919,295	94.4	%	94.5	%	95.0	%	95.1	%
Total Seattle	16.2	%	17.5	%	2,996,347	83.1	%	83.6	%	83.7	%	84.1	%
Austin
Austin CBD	3.5	%	4.5	%	758,975	72.3	%	71.5	%	79.9	%	78.2	%
Total Austin	3.5	%	4.5	%	758,975	72.3	%	71.5	%	79.9	%	78.2	%
TOTAL STABILIZED PORTFOLIO	100.0	%	100.0	%	17,040,239	83.7	%	84.2	%	85.4	%	85.7	%


Average Occupancy
Quarter-to-Date						Year-to-Date
83.8%						84.1%

________________________

(1)Excludes residential properties.

(2)Buildings within a complex of properties are analyzed at the complex level.

(3)Occupied and leased percentage calculations presented throughout this report are based on rentable square feet at the end of the period, inclusive of all remeasurements that occurred during the period.

(4)Leases with a lease term less of than one year are included in the leased percentage upon lease commencement.


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Occupancy Overview by Region, continued


		Rentable Square Feet	Occupied at				Leased at
	Submarket		6/30/2024		3/31/2024		6/30/2024		3/31/2024

Los Angeles, California
1350 Ivar Avenue	Hollywood / West Hollywood	16,448	100.0	%	100.0	%	100.0	%	100.0	%
1355 Vine Street	Hollywood / West Hollywood	183,129	100.0	%	100.0	%	100.0	%	100.0	%
1375 Vine Street	Hollywood / West Hollywood	159,236	100.0	%	100.0	%	100.0	%	100.0	%
1395 Vine Street	Hollywood / West Hollywood	2,575	100.0	%	100.0	%	100.0	%	100.0	%
1500 N. El Centro Avenue	Hollywood / West Hollywood	113,447	63.6	%	63.6	%	63.6	%	63.6	%
1525 N. Gower Street	Hollywood / West Hollywood	9,610	100.0	%	100.0	%	100.0	%	100.0	%
1575 N. Gower Street	Hollywood / West Hollywood	264,430	98.3	%	100.0	%	98.3	%	100.0	%
6115 W. Sunset Boulevard	Hollywood / West Hollywood	26,238	23.8	%	23.8	%	23.8	%	23.8	%
6121 W. Sunset Boulevard	Hollywood / West Hollywood	93,418	100.0	%	100.0	%	100.0	%	100.0	%
6255 W. Sunset Boulevard	Hollywood / West Hollywood	325,772	63.6	%	66.5	%	65.0	%	67.0	%
8560 W. Sunset Boulevard	Hollywood / West Hollywood	76,359	83.4	%	77.4	%	93.6	%	91.7	%
8570 W. Sunset Boulevard	Hollywood / West Hollywood	49,276	94.5	%	94.5	%	99.0	%	99.0	%
8580 W. Sunset Boulevard	Hollywood / West Hollywood	6,875	0.0	%	59.0	%	0.0	%	59.0	%
8590 W. Sunset Boulevard	Hollywood / West Hollywood	56,750	97.4	%	97.4	%	99.7	%	99.7	%
2240 E. Imperial Highway	El Segundo	122,870	100.0	%	100.0	%	100.0	%	100.0	%
2250 E. Imperial Highway	El Segundo	298,728	46.2	%	46.2	%	46.2	%	46.2	%
2260 E. Imperial Highway	El Segundo	298,728	100.0	%	100.0	%	100.0	%	100.0	%
909 N. Pacific Coast Highway	El Segundo	244,880	79.3	%	79.3	%	79.3	%	79.3	%
999 N. Pacific Coast Highway	El Segundo	138,389	48.4	%	61.3	%	48.4	%	61.3	%
3750 Kilroy Airport Way	Long Beach	10,718	100.0	%	100.0	%	100.0	%	100.0	%
3760 Kilroy Airport Way	Long Beach	166,761	78.3	%	77.0	%	80.4	%	77.0	%
3780 Kilroy Airport Way	Long Beach	221,452	89.4	%	89.9	%	94.1	%	91.8	%
3800 Kilroy Airport Way	Long Beach	192,476	89.3	%	89.3	%	89.3	%	89.3	%
3840 Kilroy Airport Way	Long Beach	138,441	77.6	%	77.6	%	77.6	%	77.6	%
3880 Kilroy Airport Way	Long Beach	96,923	51.9	%	51.9	%	51.9	%	51.9	%
3900 Kilroy Airport Way	Long Beach	130,935	69.3	%	78.7	%	91.4	%	100.0	%
12100 W. Olympic Boulevard	West Los Angeles	155,679	74.1	%	74.1	%	74.1	%	74.1	%
12200 W. Olympic Boulevard	West Los Angeles	154,544	32.0	%	32.0	%	32.0	%	32.0	%
12233 W. Olympic Boulevard	West Los Angeles	156,746	48.4	%	48.5	%	48.4	%	48.5	%
12312 W. Olympic Boulevard	West Los Angeles	76,644	100.0	%	100.0	%	100.0	%	100.0	%
2100/2110 Colorado Avenue	West Los Angeles	104,853	55.4	%	55.4	%	55.4	%	55.4	%
501 Santa Monica Boulevard	West Los Angeles	78,509	66.5	%	66.5	%	66.5	%	66.5	%
3101-3243 La Cienega Boulevard	Culver City	166,207	13.4	%	55.6	%	18.6	%	55.6	%
Total Los Angeles		4,338,046	73.9	%	76.5	%	75.5	%	77.6	%


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Occupancy Overview by Region, continued


		Rentable Square Feet	Occupied at				Leased at
	Submarket		6/30/2024		3/31/2024		6/30/2024		3/31/2024

San Diego, California
12225 El Camino Real	Del Mar	58,401	100.0	%	100.0	%	100.0	%	100.0	%
12235 El Camino Real	Del Mar	53,751	100.0	%	100.0	%	100.0	%	100.0	%
12340 El Camino Real	Del Mar	109,307	100.0	%	100.0	%	100.0	%	100.0	%
12390 El Camino Real	Del Mar	73,238	100.0	%	100.0	%	100.0	%	100.0	%
12770 El Camino Real	Del Mar	75,035	100.0	%	100.0	%	100.0	%	100.0	%
12780 El Camino Real	Del Mar	140,591	100.0	%	100.0	%	100.0	%	100.0	%
12790 El Camino Real	Del Mar	87,944	100.0	%	100.0	%	100.0	%	100.0	%
12830 El Camino Real	Del Mar	196,444	100.0	%	100.0	%	100.0	%	100.0	%
12860 El Camino Real	Del Mar	92,042	100.0	%	100.0	%	100.0	%	100.0	%
12348 High Bluff Drive	Del Mar	39,192	51.5	%	100.0	%	51.5	%	100.0	%
12400 High Bluff Drive	Del Mar	216,518	100.0	%	91.7	%	100.0	%	100.0	%
3579 Valley Centre Drive	Del Mar	54,960	94.7	%	94.7	%	94.7	%	94.7	%
3611 Valley Centre Drive	Del Mar	132,425	100.0	%	100.0	%	100.0	%	100.0	%
3661 Valley Centre Drive	Del Mar	131,662	100.0	%	95.3	%	100.0	%	100.0	%
3721 Valley Centre Drive	Del Mar	115,193	78.4	%	78.4	%	90.0	%	78.4	%
3811 Valley Centre Drive	Del Mar	118,912	100.0	%	100.0	%	100.0	%	100.0	%
3745 Paseo Place	Del Mar	95,871	89.6	%	89.6	%	91.2	%	93.2	%
13480 Evening Creek Drive North	I-15 Corridor	143,401	57.1	%	63.1	%	57.1	%	63.1	%
13500 Evening Creek Drive North	I-15 Corridor	143,749	92.9	%	81.0	%	92.9	%	92.9	%
13520 Evening Creek Drive North	I-15 Corridor	146,701	95.2	%	95.2	%	95.2	%	95.2	%
2100 Kettner Boulevard	Little Italy / Point Loma	212,423	22.6	%	21.2	%	30.6	%	24.2	%
2305 Historic Decatur Road	Little Italy / Point Loma	107,456	82.1	%	82.1	%	88.3	%	82.1	%
9455 Towne Centre Drive	University Towne Center	160,444	100.0	%	100.0	%	100.0	%	100.0	%
9514 Towne Centre Drive *	University Towne Center	70,616	100.0	%	100.0	%	100.0	%	100.0	%
Total San Diego		2,776,276	88.5	%	87.9	%	89.9	%	89.7	%

________________________

* Excluded from our Same Store portfolio.


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Occupancy Overview by Region, continued


		Rentable Square Feet	Occupied at				Leased at
	Submarket		6/30/2024		3/31/2024		6/30/2024		3/31/2024

San Francisco Bay Area, California
100 Hooper Street	San Francisco CBD	417,914	95.5	%	95.5	%	100.0	%	95.5	%
100 First Street	San Francisco CBD	480,457	93.4	%	92.8	%	94.2	%	93.6	%
303 Second Street	San Francisco CBD	784,658	73.2	%	73.2	%	73.5	%	73.2	%
201 Third Street	San Francisco CBD	346,538	68.2	%	68.2	%	68.2	%	68.2	%
360 Third Street	San Francisco CBD	436,357	66.6	%	66.6	%	66.6	%	66.6	%
250 Brannan Street	San Francisco CBD	100,850	100.0	%	100.0	%	100.0	%	100.0	%
301 Brannan Street	San Francisco CBD	82,834	100.0	%	100.0	%	100.0	%	100.0	%
333 Brannan Street	San Francisco CBD	185,602	100.0	%	100.0	%	100.0	%	100.0	%
345 Brannan Street	San Francisco CBD	110,050	99.7	%	99.7	%	99.7	%	99.7	%
350 Mission Street	San Francisco CBD	455,340	99.7	%	99.7	%	99.7	%	99.7	%
1290-1300 Terra Bella Avenue	Silicon Valley	114,175	100.0	%	100.0	%	100.0	%	100.0	%
680 E. Middlefield Road	Silicon Valley	171,676	100.0	%	100.0	%	100.0	%	100.0	%
690 E. Middlefield Road	Silicon Valley	171,215	100.0	%	100.0	%	100.0	%	100.0	%
1701 Page Mill Road	Silicon Valley	128,688	100.0	%	100.0	%	100.0	%	100.0	%
3150 Porter Drive	Silicon Valley	36,886	100.0	%	100.0	%	100.0	%	100.0	%
505 Mathilda Avenue	Silicon Valley	212,322	100.0	%	100.0	%	100.0	%	100.0	%
555 Mathilda Avenue	Silicon Valley	212,322	100.0	%	100.0	%	100.0	%	100.0	%
599 Mathilda Avenue	Silicon Valley	76,031	100.0	%	100.0	%	100.0	%	100.0	%
605 Mathilda Avenue	Silicon Valley	162,785	100.0	%	100.0	%	100.0	%	100.0	%
345 Oyster Point Boulevard	South San Francisco	40,410	100.0	%	100.0	%	100.0	%	100.0	%
347 Oyster Point Boulevard	South San Francisco	39,780	100.0	%	100.0	%	100.0	%	100.0	%
349 Oyster Point Boulevard	South San Francisco	65,340	100.0	%	100.0	%	100.0	%	100.0	%
350 Oyster Point Boulevard	South San Francisco	234,892	100.0	%	100.0	%	100.0	%	100.0	%
352 Oyster Point Boulevard	South San Francisco	232,215	100.0	%	100.0	%	100.0	%	100.0	%
354 Oyster Point Boulevard	South San Francisco	193,472	100.0	%	100.0	%	100.0	%	100.0	%
4100 Bohannon Drive	Other Peninsula	47,643	100.0	%	100.0	%	100.0	%	100.0	%
4200 Bohannon Drive	Other Peninsula	43,600	69.4	%	69.4	%	69.4	%	69.4	%
4300 Bohannon Drive	Other Peninsula	63,430	63.5	%	48.8	%	100.0	%	85.1	%

4500 Bohannon Drive	Other Peninsula	63,429	100.0	%	100.0	%	100.0	%	100.0	%
4600 Bohannon Drive	Other Peninsula	48,413	100.0	%	100.0	%	100.0	%	100.0	%
4700 Bohannon Drive	Other Peninsula	63,429	100.0	%	100.0	%	100.0	%	100.0	%
900 Jefferson Avenue	Other Peninsula	228,226	100.0	%	100.0	%	100.0	%	100.0	%
900 Middlefield Road	Other Peninsula	119,616	54.6	%	54.7	%	100.0	%	100.0	%
Total San Francisco Bay Area		6,170,595	90.1	%	89.9	%	91.8	%	91.3	%


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Occupancy Overview by Region, continued


		Rentable Square Feet	Occupied at				Leased at
	Submarket		6/30/2024		3/31/2024		6/30/2024		3/31/2024

Seattle, Washington
333 Dexter Avenue North	Lake Union / Denny Regrade	618,766	100.0	%	100.0	%	100.0	%	100.0	%
701 N. 34th Street	Lake Union / Denny Regrade	141,860	95.1	%	100.0	%	100.0	%	100.0	%
801 N. 34th Street	Lake Union / Denny Regrade	173,615	100.0	%	100.0	%	100.0	%	100.0	%
837 N. 34th Street	Lake Union / Denny Regrade	112,487	94.0	%	100.0	%	100.0	%	100.0	%
320 Westlake Avenue North	Lake Union / Denny Regrade	184,644	94.3	%	94.3	%	94.3	%	94.3	%
321 Terry Avenue North	Lake Union / Denny Regrade	135,755	100.0	%	100.0	%	100.0	%	100.0	%
401 Terry Avenue North	Lake Union / Denny Regrade	174,530	100.0	%	100.0	%	100.0	%	100.0	%
2001 8th Avenue	Lake Union / Denny Regrade	535,395	19.3	%	20.0	%	19.3	%	21.6	%
601 108th Avenue NE	Bellevue	490,738	99.0	%	98.6	%	99.0	%	98.6	%
10900 NE 4th Street	Bellevue	428,557	89.1	%	89.7	%	90.5	%	91.1	%
Total Seattle		2,996,347	83.1	%	83.6	%	83.7	%	84.1	%
Austin, Texas
200 W. 6th Street *	Austin CBD	758,975	72.3	%	71.5	%	79.9	%	78.2	%
Total Austin		758,975	72.3	%	71.5	%	79.9	%	78.2	%
TOTAL STABILIZED PORTFOLIO		17,040,239	83.7	%	84.2	%	85.4	%	85.7	%

________________________

* Excluded from our Same Store portfolio.


			Average Residential Occupancy
			Quarter-to-Date		Year-to-Date
RESIDENTIAL PROPERTIES	Submarket	Total No. of Units	6/30/2024	3/31/2024	6/30/2024

Los Angeles, California
1550 N. El Centro Avenue	Hollywood	200	91.0%	90.6%	90.8%
6390 De Longpre Avenue	Hollywood	193	91.3%	92.4%	91.9%
San Diego, California
3200 Paseo Village Way	Del Mar	608	93.8%	94.1%	94.0%
TOTAL RESIDENTIAL PROPERTIES		1,001	92.8%	93.1%	92.9%


Q2 2024 Supplemental Financial Report

Information on Leases Commenced (1)


Quarter to Date	# of Leases		Square Feet			Weighted Average Lease Term (Mo.)	TI/LC Per Sq.Ft. (2)		TI/LC Per Sq.Ft. /Year (2)		Changes in GAAP Rents (3)		Changes in Cash Rents (3)
	New	Renewal	New	Renewal	Total
2nd Gen Leasing (4)	15	11	88,973	53,258	142,231	42	$	22.68	$	6.48	9.0	%	2.7	%

1st Gen / Major Repositioning / In-Process Development & Redevelopment Leasing (4)	3	—	17,397	—	17,397	71	$	67.93	$	11.48
TOTAL	18	11	106,370	53,258	159,628


Year to Date	# of Leases		Square Feet			Weighted Average Lease Term (Mo.)	TI/LC Per Sq.Ft. (2)		TI/LC Per Sq.Ft. /Year (2)		Changes in GAAP Rents (3)		Changes in Cash Rents (3)
	New	Renewal	New	Renewal	Total
2nd Gen Leasing (4)	25	23	198,463	183,034	381,497	49	$	32.58	$	7.98	6.0	%	(3.6)	%

1st Gen / Major Repositioning / In-Process Development & Redevelopment Leasing (4)	5	—	70,866	—	70,866	154	$	166.78	$	13.00
TOTAL:	30	23	269,329	183,034	452,363

________________________

(1)Includes 100% of consolidated property partnerships. Excludes leases with a lease term of less than one year. During the three and six months ended June 30, 2024, 14,236 and 51,002 square feet of leases commenced with a lease term less than one year, respectively.

(2)Includes tenant improvement costs and third-party leasing commissions. Amounts exclude tenant-funded tenant improvements and indirect leasing costs.

(3)Calculated as the change between GAAP rents / stated rents for new / renewed leases and the expiring GAAP rents 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.

(4)Refer to pages 35-37 “Definitions Included in Supplemental.”


Q2 2024 Supplemental Financial Report

Information on Leases Executed (1)


Quarter to Date (2)	# of Leases		Square Feet			Weighted Average Lease Term (Mo.)	TI/LC Per Sq.Ft. (3)		TI/LC Per Sq.Ft. /Year (3)		Changes in GAAP Rents (4)		Changes in Cash Rents (4)		Retention Rates
	New	Renewal	New	Renewal	Total
2nd Gen Leasing (5)	21	11	139,586	53,258	192,844	67	$	42.72	$	7.65	7.2	%	(4.6)	%	21.6	%
1st Gen / Major Repositioning / In-Process Development & Redevelopment Leasing (5)	2	—	26,371	—	26,371	99	$	132.16	$	16.02
TOTAL	23	11	165,957	53,258	219,215


Year to Date (6)	# of Leases		Square Feet			Weighted Average Lease Term (Mo.)	TI/LC Per Sq.Ft. (3)		TI/LC Per Sq.Ft. /Year (3)		Changes in GAAP Rents (4)		Changes in Cash Rents (4)		Retention Rates
	New	Renewal	New	Renewal	Total
2nd Gen Leasing (5)	37	23	279,987	183,034	463,021	60	$	42.83	$	8.57	8.1	%	(3.6)	%	27.5	%
1st Gen / Major Repositioning / In-Process Development & Redevelopment Leasing (5)	6	—	40,088	—	40,088	89	$	104.13	$	14.04
TOTAL:	43	23	320,075	183,034	503,109

________________________

(1)Includes 100% of consolidated property partnerships. Excludes leases with a lease term of less than one year. During the three and six months ended June 30, 2024, we signed 15,848 and 131,712 square feet of leases with a lease term less than one year, respectively.

(2)During the three months ended June 30, 2024, 16 new leases totaling 138,219 square feet were signed but not commenced as of June 30, 2024.

(3)Includes tenant improvement costs and third-party leasing commissions. Amounts exclude tenant-funded tenant improvements and indirect leasing costs.

(4)Calculated as the change between GAAP rents / stated rents for new / renewed leases and the expiring GAAP rents 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)Refer to pages 35-37 “Definitions Included in Supplemental.”

(6)During the six months ended June 30, 2024, 25 new leases totaling 211,440 square feet were signed but not commenced as of June 30, 2024.


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Capital Expenditures

($ in thousands)


	Q2 2024			Q1 2024		Q4 2023		Q3 2023		Q2 2023

2nd Gen Capital Expenditures: (1) (2)
Capital Improvements	$	10,029		$	4,962	$	12,872	$	6,361	$	7,263
Tenant Improvements & Leasing Commissions	12,040			6,801		18,539		14,158		10,587

Total	$	22,069		$	11,763	$	31,411	$	20,519	$	17,850

Average Capital Expenditures to Average NOI Ratio - Trailing Five Quarters	10.8		%


	Q2 2024			Q1 2024		Q4 2023		Q3 2023		Q2 2023

Major Repositioning Capital Expenditures: (1) (3)
Capital Improvements	$	9,940		$	7,130	$	1,411	$	2,092	$	1,298
Tenant Improvements & Leasing Commissions	—			89		(329)		—		—

Total	$	9,940		$	7,219	$	1,082	$	2,092	$	1,298


	Q2 2024			Q1 2024		Q4 2023		Q3 2023		Q2 2023

1st Gen Capital Expenditures: (1) (4)
Tenant Improvements & Leasing Commissions	$	3,773		$	10,063	N/A		N/A		N/A

Total	$	3,773		$	10,063	N/A		N/A		N/A

________________________

(1)Refer to pages 35-37 “Definitions Included in Supplemental.”

(2)Includes 100% of capital expenditures of consolidated property partnerships.

(3)Prior to Q1 2024, this category was titled “1st Generation (Nonrecurring) Capital Expenditures.” This category represents significant non-recurring capital expenditures for repositioning space that is expected to result in additional revenue generated when the space is re-leased.

(4)New category of capital expenditures beginning in Q1 2024.


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Lease Expiration Summary (1)(2)

($ in thousands, except for annualized rent per sq. ft.)


# of Expiring Leases	29		73		65		72		54		42		45		42		16		13		22
% of Total Leased Sq. Ft.	3.8	%	5.5	%	14.2	%	7.6	%	8.0	%	8.1	%	11.5	%	14.9	%	7.9	%	8.2	%	10.3	%
Annualized Base Rent (“ABR”)	$27,903		$33,372		$94,971		$43,800		$70,037		$62,175		$95,775		$138,098		$74,023		$69,184		$89,827
% of Total ABR (3)	3.5	%	4.2	%	11.9	%	5.5	%	8.8	%	7.7	%	12.0	%	17.3	%	9.2	%	8.7	%	11.2	%
Annualized Rent per Sq. Ft.	$51.70		$43.71		$47.58		$40.92		$61.91		$54.93		$59.37		$65.91		$66.29		$59.81		$62.15

________________________

(1)For leases that have been renewed early with existing tenants, the expiration date and annualized base rent information presented takes into consideration the renewed lease terms. Excludes leases not commenced as of June 30, 2024, space leased under month-to-month leases, storage leases, vacant space, leases with a lease term of less than one year, and future lease renewal options not executed as of June 30, 2024.

(2)Adjusting for leasing transactions executed as of June 30, 2024 but not yet commenced, the 2024, 2025, and 2026 expirations would be reduced by 63,439, 66,321, and 156,785 square feet, respectively.

(3)Includes 100% of annualized base rent of consolidated property partnerships.


Q2 2024 Supplemental Financial Report

Stabilized Portfolio Lease Expiration Schedule by Region

($ in thousands, except for annualized rent per sq. ft.)


Year	Region	# of Expiring Leases	Total Square Feet	% of Total Leased Sq. Ft.		Annualized Base Rent (1)		% of Total Annualized Base Rent		Annualized Rent per Sq. Ft.

2024	Los Angeles	15	138,919	1.0	%	$	6,146	0.8	%	$	44.24
	San Diego	5	35,967	0.3	%	1,260		0.2	%	35.03
	San Francisco Bay Area	5	227,845	1.5	%	15,328		1.9	%	67.27
	Seattle	4	136,986	1.0	%	5,169		0.6	%	37.73
	Austin	—	—	—	%	—		—	%	—
	Total	29	539,717	3.8	%	$	27,903	3.5	%	$	51.70

2025	Los Angeles	36	218,478	1.6	%	$	9,117	1.1	%	$	41.73
	San Diego	18	233,461	1.6	%	9,429		1.2	%	40.39
	San Francisco Bay Area	8	120,729	0.9	%	8,604		1.1	%	71.27
	Seattle	11	190,769	1.4	%	6,222		0.8	%	32.62
	Austin	—	—	—	%	—		—	%	—
	Total	73	763,437	5.5	%	$	33,372	4.2	%	$	43.71

2026	Los Angeles	27	489,626	3.5	%	$	20,247	2.5	%	$	41.35
	San Diego	8	153,559	1.1	%	8,479		1.1	%	55.22
	San Francisco Bay Area	17	944,325	6.7	%	49,522		6.2	%	52.44
	Seattle	13	408,454	2.9	%	16,723		2.1	%	40.94
	Austin	—	—	—	%	—		—	%	—
	Total	65	1,995,964	14.2	%	$	94,971	11.9	%	$	47.58

2027	Los Angeles	40	741,606	5.3	%	$	27,711	3.5	%	$	37.37
	San Diego	18	158,530	1.1	%	7,666		1.0	%	48.36
	San Francisco Bay Area	5	84,355	0.6	%	5,179		0.6	%	61.40
	Seattle	9	85,888	0.6	%	3,244		0.4	%	37.77
	Austin	—	—	—	%	—		—	%	—
	Total	72	1,070,379	7.6	%	$	43,800	5.5	%	$	40.92

2028	Los Angeles	23	125,479	0.9	%	$	6,693	0.8	%	$	53.34
	San Diego	12	214,134	1.5	%	12,173		1.5	%	56.85
	San Francisco Bay Area	11	730,462	5.2	%	49,244		6.3	%	67.41
	Seattle	8	61,231	0.4	%	1,927		0.2	%	31.47
	Austin	—	—	—	%	—		—	%	—
	Total	54	1,131,306	8.0	%	$	70,037	8.8	%	$	61.91

2029 and Beyond	Los Angeles	46	1,400,197	10.0	%	$	80,199	10.0	%	$	57.28
	San Diego	60	1,650,202	11.7	%	102,058		12.8	%	61.85
	San Francisco Bay Area	37	3,393,213	24.1	%	250,115		31.2	%	73.71
	Seattle	26	1,573,740	11.2	%	72,383		9.1	%	45.99
	Austin	11	541,795	3.9	%	24,327		3.0	%	44.90
	Total	180	8,559,147	60.9	%	$	529,082	66.1	%	$	61.81

________________________

(1)Includes 100% of annualized base rent of consolidated property partnerships.


Q2 2024 Supplemental Financial Report

Top 20 Tenants

($ in thousands)


Tenant Name (1)	Region	Annualized Base Rental Revenue (2)		Rentable Square Feet	Percentage of Total Annualized Base Rental Revenue		Percentage of Total Rentable Square Feet		Year(s) of Significant Lease Expiration(s) (3)	Weighted Average Remaining Lease Term (Years)
Global technology company	Seattle / San Diego	$	44,851	849,826	5.6	%	5.0	%	2032 - 2033 / 2037	9.1
Cruise LLC	San Francisco Bay Area	35,449		374,618	4.4	%	2.2	%	2031	7.4
Stripe, Inc.	San Francisco Bay Area	33,110		425,687	4.1	%	2.5	%	2034	10.0
LinkedIn Corporation / Microsoft Corporation (4)	San Francisco Bay Area	29,752		663,460	3.7	%	3.9	%	2024 / 2026	2.0
Salesforce, Inc. (5)	San Francisco Bay Area / Seattle	29,460		599,836	3.7	%	3.5	%	2024 / 2029 - 2030 / 2032	4.7
Adobe Systems, Inc.	San Francisco Bay Area / Seattle	27,897		522,879	3.5	%	3.1	%	2027 / 2031	6.9
Okta, Inc.	San Francisco Bay Area	24,206		293,001	3.0	%	1.7	%	2028	4.3
DoorDash, Inc.	San Francisco Bay Area	23,842		236,759	3.0	%	1.4	%	2032	7.6
Netflix, Inc.	Los Angeles	21,854		361,388	2.7	%	2.1	%	2032	8.1
Cytokinetics, Inc.	San Francisco Bay Area	18,167		234,892	2.3	%	1.4	%	2033	9.3
Box, Inc.	San Francisco Bay Area	16,853		287,680	2.1	%	1.7	%	2028	4.0
DIRECTV, LLC	Los Angeles	16,085		532,956	2.0	%	3.1	%	2026 - 2027	3.2
Synopsys, Inc.	San Francisco Bay Area	15,492		342,891	1.9	%	2.0	%	2030	6.2
Neurocrine Biosciences, Inc.	San Diego	14,046		254,578	1.8	%	1.5	%	2025 / 2031	6.5
Amazon.com	Seattle	13,926		340,705	1.7	%	2.0	%	2025 / 2030	4.9
Riot Games, Inc. (6)	Los Angeles	13,829		210,133	1.7	%	1.2	%	2024 / 2026 / 2031	3.6
Viacom International, Inc.	Los Angeles	13,718		220,330	1.7	%	1.3	%	2028	4.5
Indeed, Inc.	Austin	13,430		330,394	1.7	%	1.9	%	2034	10.5
Sony Interactive Entertainment, LLC	San Francisco Bay Area	13,059		127,760	1.6	%	0.7	%	2030	5.8
Tandem Diabetes Care, Inc.	San Diego	12,409		143,850	1.6	%	0.8	%	2035	10.8
Total Top 20 Tenants		$	431,435	7,353,623	53.8	%	43.0	%		6.3

________________________

(1)Includes subsidiaries of the tenant listed.

(2)The information presented is based upon annualized base rental revenues as of June 30, 2024 and includes 100% of annualized base rental revenues of consolidated property partnerships.

(3)We define significant lease expirations as those with space expiring greater than 25,000 rentable square feet.

(4)The 2024 lease expiration represents 76,031 rentable square feet expiring on October 31, 2024.

(5)The 2024 lease expiration represents 126,848 rentable square feet expiring on August 31, 2024.

(6)The 2024 lease expiration represents 6,411 rentable square feet that expired on July 31, 2024 and 40,236 rentable square feet expiring on November 30, 2024.


Q2 2024 Supplemental Financial Report

Tenant Industry Diversification (1)


Annualized Base Rent (2)			Square Feet (3)

________________________

(1)Based on the North American Industry Classification System as of June 30, 2024.

(2)Includes 100% of annualized base rent of consolidated property partnerships.

(3)Based on occupied square footage as of June 30, 2024.


Q2 2024 Supplemental Financial Report

Consolidated Ventures (Noncontrolling Property Partnerships)

Property

Venture Partner

Submarket

Rentable
Square Feet

KRC
Ownership %

100 First Street, San Francisco, CA

Norges Bank Real Estate Management

San Francisco

480,457

56%

303 Second Street, San Francisco, CA

Norges Bank Real Estate Management

San Francisco

784,658

56%

900 Jefferson Avenue and 900 Middlefield Road,

Redwood City, CA (1)

Local developer

Redwood City

347,842

93%



	Quarter-to-Date		Year-to-Date
Total operating revenues	$	30,087	$	60,534
Total operating expenses	8,855		17,093
Net Operating Income - Consolidated Ventures (2)(3)	$	21,232	$	43,441
Adjustments:
Amortization of deferred revenue related to tenant-funded tenant improvements	(433)		(1,367)
Net effect of straight-line rents	(127)		(499)
Lease related adjustments, leasing costs and other	(598)		1,272
Other (4)	—		81
Cash Net Operating Income - Consolidated Ventures (3)	$	20,074	$	42,928

Company's Share of Cash Net Operating Income - Consolidated Ventures (3)	$	13,000	$	28,685

____________________

(1)Reflects the KRC ownership percentage at time of agreement. Actual percentage may vary depending on cash flows or promote structure.

(2)For breakout of Net Operating Income by partnership, refer to page 38, Reconciliation of Net Income Available to Common Stockholders to Same Store Net Operating Income.

(3)Please refer to pages 31-33 for Management Statements on non-GAAP supplemental measures.

(4)Includes revenue reversals (recoveries) related to tenant creditworthiness.

Development

–In-Process Development & Redevelopment

–Future Development Pipeline


Q2 2024 Supplemental Financial Report

In-Process Development & Redevelopment

($ in millions)



UNDER CONSTRUCTION	Location	Construction Start Date	Estimated Stabilization Date (1)	Estimated Rentable Square Feet	Total Estimated Investment		Total Cash Costs Incurred as of 6/30/2024 (2)(3)		% Leased

Office / Life Science
San Francisco Bay Area
Kilroy Oyster Point - Phase 2	South San Francisco	2Q 2021	4Q 2025	875,000	$	1,000	$	695	—%
4400 Bohannon Drive (4)	Other Peninsula	4Q 2022	3Q 2025	48,000	55		32		—%
San Diego County

4690 Executive Drive (4)	University Towne Center	1Q 2022	2Q 2025	52,000	25		21		—%

TOTAL:				975,000	$	1,080	$	748	—%

________________________

(1)For office and retail, represents the earlier of anticipated 95% occupancy date or one year from substantial completion of base building components. For multi-phase projects, interest and carry cost capitalization may cease and recommence driven by various factors, including tenant improvement construction and other tenant related timing or project scope. For projects being redeveloped, redevelopment will occur in phases based on existing lease expiration dates and timing of the tenant improvement build-out.

(2)Represents costs incurred as of June 30, 2024, excluding accrued liabilities recorded in accordance with GAAP.

(3)For redevelopment properties, includes the existing depreciated basis for the buildings to be redeveloped.

(4)Redevelopment property.


Q2 2024 Supplemental Financial Report

Future Development Pipeline

($ in millions)

FUTURE DEVELOPMENT PIPELINE

Location

Approx. Developable

Square Feet / Resi Units (1)

Total Cash Costs Incurred as of 6/30/2024 (2)

Los Angeles

1633 26th Street

West Los Angeles

190,000

San Diego

Santa Fe Summit South / North

56 Corridor

600,000 - 650,000

116

2045 Pacific Highway

Little Italy

275,000

Kilroy East Village

East Village

1,100 units

San Francisco Bay Area

Kilroy Oyster Point - Phases 3 and 4

South San Francisco

875,000 - 1,000,000

227

Flower Mart

SOMA

2,300,000

590

Seattle

SIX0

Denny Regrade

925,000 and 650 units

187

Austin

Stadium Tower

Stadium District / Domain

493,000

TOTAL:

1,332

________________________

(1)Represents developable office/life science square feet and/or residential units. The developable square feet, residential units, and scope of projects could change materially from estimated data provided due to one or more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new supply, regulatory and entitlement processes, or project design.

(2)Represents costs incurred as of June 30, 2024, excluding accrued liabilities recorded in accordance with GAAP.

Debt and

Capitalization Data

–Capital Structure

–Debt Analysis


Q2 2024 Supplemental Financial Report

Capital Structure

As of June 30, 2024 ($ in thousands)



	Shares/Units	Aggregate Principal Amount (1) or $ Value Equivalent		% of Total Market Capitalization		Stated Rate (2)		Maturity Date

Unsecured Debt
Revolving Credit Facility		$	—	—	%	6.33	%	7/31/2028 (3)
Term Loan Facility		120,000		1.4	%	6.39	%	10/3/2026 (4)
Term Loan Facility		200,000		2.3	%	6.38	%	10/3/2027 (4)
Private Placement Senior Notes Series A due 2026		50,000		0.5	%	4.30	%	7/18/2026
Private Placement Senior Notes Series B due 2026		200,000		2.3	%	4.35	%	10/18/2026
Private Placement Senior Notes Series A due 2027		175,000		2.0	%	3.35	%	2/17/2027
Private Placement Senior Notes Series B due 2029		75,000		0.8	%	3.45	%	2/17/2029
Private Placement Senior Notes due 2031		350,000		4.0	%	4.27	%	1/31/2031
Senior Notes due 2024		403,712		4.6	%	3.45	%	12/15/2024
Senior Notes due 2025		400,000		4.5	%	4.38	%	10/1/2025
Senior Notes due 2028 (5)		400,000		4.5	%	4.75	%	12/15/2028
Senior Notes due 2029		400,000		4.5	%	4.25	%	8/15/2029
Senior Notes due 2030		500,000		5.6	%	3.05	%	2/15/2030
Senior Notes due 2032 (5)		425,000		4.8	%	2.50	%	11/15/2032
Senior Notes due 2033 (5)		450,000		5.1	%	2.65	%	11/15/2033
Senior Notes due 2036		400,000		4.5	%	6.25	%	1/15/2036
		$	4,548,712	51.4	%	4.06	%
Secured Debt (6)
12100,12200, and 12312 W. Olympic Blvd., Los Angeles		$	154,543	1.8	%	3.57	%	12/1/2026
320 Westlake Ave. N. and 321 Terry Ave. N., Seattle		80,177		0.9	%	4.48	%	7/1/2027
One Paseo Mixed-Use Campus, San Diego		375,000		4.2	%	5.90	%	8/10/2034
		$	609,720	6.9	%	5.12	%

Total Debt		$	5,158,432	58.3	%	4.19	%

Equity and Noncontrolling Interest in the Operating Partnership (7)
Common limited partnership units outstanding (8)	1,150,574	$	35,863	0.4	%
Shares of common stock outstanding	117,385,231	3,658,898		41.3	%
Total Equity and Noncontrolling Interest in the Operating Partnership		$	3,694,761	41.7	%

Total Market Capitalization		$	8,853,193	100.0	%

________________________

(1)Represents the gross aggregate principal amount due at maturity before the effect of unamortized deferred financing costs and premiums and discounts.

(2)Our unsecured revolving credit facility and unsecured term loan facilities' interest rates were calculated using the Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment of 0.10% and a margin of 0.900% and 0.950%, respectively, based on our credit rating as of June 30, 2024. All other stated rates are fixed interest rates.

(3)Does not assume the exercise of the Company's two six-month extension options.

(4)The maturity dates of the each of the unsecured term loans assumes the exercise of the two twelve-month extensions, at the Company’s election.

(5)Green bond.

(6)The mortgage notes are secured by the properties listed.

(7)Value based on closing share price of $31.17 as of June 30, 2024.

(8)Includes common units of the Operating Partnership not owned by the Company; does not include noncontrolling interests in consolidated property partnerships.


Q2 2024 Supplemental Financial Report

Debt Analysis

As of June 30, 2024 ($ in thousands)


Total Debt	$406,744	$406,246	$521,317	$449,125	$400,000	$475,000	$500,000	$350,000	$425,000	$450,000	$375,000	—	$400,000
Weighted Average Stated Rate	3.45%	4.37%	4.59%	4.88%	4.75%	4.12%	3.05%	4.27%	2.50%	2.65%	5.90%	—%	6.25%
% of Total	8%	8%	10%	8%	8%	9%	10%	7%	8%	9%	7%	—%	8%

________________________

(1)The maturity dates of the unsecured term loans assume the exercise of the two twelve-month extensions, at the Company's election.

(2)As of June 30, 2024, there was no outstanding balance on our unsecured revolving credit facility maturing on July 31, 2028, before two six-month extensions, at the Company's election.


Q2 2024 Supplemental Financial Report

Debt Analysis, continued

As of June 30, 2024 ($ in thousands)



NET DEBT TO COMPANY'S SHARE OF EBITDA, AS ADJUSTED RATIOS (1)
	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023

Total principal amount of debt	$	5,158,432	$	5,159,926	$	4,961,406	$	4,969,869	$	4,440,610
Cash and cash equivalents	(835,893)		(855,007)		(510,163)		(618,794)		(361,885)
Certificates of deposit	—		(78,256)		(256,581)		(252,830)		—
Net debt	$	4,322,539	$	4,226,663	$	4,194,662	$	4,098,245	$	4,078,725

Trailing 12-months Company's share of EBITDA, as adjusted (2)	$	673,269	$	672,267	$	671,343	$	673,324	$	668,950

Trailing 12-months Company's share of EBITDA, as adjusted less interest income (2)	$	632,284	$	637,945	$	648,751	$	656,196	$	658,543

Net debt to Company's share of EBITDA, as adjusted Ratio	6.4x		6.3x		6.2x		6.1x		6.1x

Net debt to Company's share of EBITDA, as adjusted less interest income Ratio	6.8x		6.6x		6.5x		6.2x		6.2x

KEY DEBT COVENANTS (3)

Covenant

Actual Performance

as of June 30, 2024

Unsecured Credit and Term Loan Facilities and Private Placement Notes:

Total debt to total asset value

less than 60%

33%

Fixed charge coverage ratio

greater than 1.5x

3.3x

Unsecured debt ratio

greater than 1.67x

3.16x

Unencumbered asset pool debt service coverage

greater than 1.75x

3.64x

Unsecured Senior Notes due 2024, 2025, 2028, 2029, 2030, 2032, 2033, and 2036:

Total debt to total asset value

less than 60%

38%

Interest coverage

greater than 1.5x

5.3x

Secured debt to total asset value

less than 40%

Unencumbered asset pool value to unsecured debt

greater than 150%

277%

________________________

(1)Please refer to pages 31-33 for Management Statements on non-GAAP supplemental measures.

(2)Calculated as the sum of the Company's share of EBITDA, as adjusted for the trailing four quarters. Please refer to page 40 for a reconciliation of GAAP Net Income Available to Common Stockholders to the Company's Share of EBITDA, as adjusted and the Company's Share of EBITDA, as adjusted less interest income.

(3)All covenant ratio titles utilize terms and are calculated as defined in the respective debt and credit agreements.

Non-GAAP Supplemental

Measures


Q2 2024 Supplemental Financial Report

Management Statements on Non-GAAP Supplemental Measures

Included in this section are management’s statements regarding certain non-GAAP financial measures provided in this supplemental financial report and, with respect to Funds From Operations available to common stockholders and common unitholders (“FFO”), in the Company’s earnings release on July 31, 2024 and the reasons why management believes that these measures provide useful information to investors about the Company’s financial condition and results of operations.

Net Operating Income:

Management believes that Net Operating Income (“NOI”) is a useful supplemental measure of the Company’s operating performance. The Company defines NOI as follows: consolidated operating revenues (rental income and other property income) less consolidated property and related expenses (property expenses, real estate taxes and ground leases). Other real estate investment trusts (“REITs”) may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs.

Because NOI excludes leasing costs, general and administrative expenses, interest expense, depreciation and amortization, other nonproperty income and losses, and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, reflects the consolidated revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. The Company uses NOI to evaluate its operating performance on a portfolio basis since NOI allows the Company to evaluate the impact that factors such as occupancy levels, lease structure, rental rates, and tenant base have on the Company’s results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about the Company’s financial and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of performance in the real estate industry.

However, NOI should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect general and administrative expenses, leasing costs, interest expense, depreciation and amortization costs, other nonproperty income and losses and the level of capital expenditures necessary to maintain the operating performance of the Company’s properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact the Company’s results from operations.

Same Store Net Operating Income:

Management believes that Same Store NOI is a useful supplemental measure of the Company’s operating performance. Same Store NOI represents the consolidated NOI for all of the properties that were owned and included in the Company's stabilized portfolio for two comparable reporting periods. Because Same Store NOI excludes the change in NOI from developed, redeveloped, acquired and disposed of and held for sale properties, it highlights operating trends such as occupancy levels, rental rates and operating costs on properties. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, the Company’s Same Store NOI may not be comparable to other REITs.

However, Same Store NOI should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect the operations of the Company’s entire portfolio, nor does it reflect the impact of general and administrative expenses, leasing costs, interest expense, depreciation and amortization costs, other nonproperty income and losses and the level of capital expenditures necessary to maintain the operating performance of the Company’s properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact the Company’s results from operations.


Q2 2024 Supplemental Financial Report

Management Statements on Non-GAAP Supplemental Measures, continued

Same Store Cash Net Operating Income:

Management believes that Same Store Cash NOI is a useful supplemental measure of the Company’s operating performance. Same Store Cash NOI represents the consolidated NOI for all of the properties that were owned and included in the Company’s stabilized portfolio for two comparable reporting periods, adjusted for the net effect of straight-line rents, amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above and below market lease intangibles, and the provision for bad debts. Because Same Store Cash NOI excludes the change in NOI from developed, redeveloped, acquired and disposed of and held for sale properties, it highlights operating trends on a cash basis such as occupancy levels, rental rates and operating costs on properties. Other REITs may use different methodologies for calculating Same Store Cash NOI, and accordingly, our Same Store Cash NOI may not be comparable to other REITs.

However, Same Store Cash NOI should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect the operations of the Company's entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact the Company's results from operations.

EBITDA, as adjusted, Company's Share of EBITDA, as adjusted, and Company's Share of EBITDA, as adjusted less interest income:

Management believes that consolidated earnings before interest expense, depreciation and amortization, gain/loss on early extinguishment of debt, gains and losses on depreciable real estate, net income attributable to noncontrolling interests, preferred dividends and distributions, original issuance costs of redeemed preferred stock and preferred units, and impairment losses (“EBITDA, as adjusted”) is a useful supplemental measure of the Company’s operating performance. When considered with other GAAP measures and FFO, management believes EBITDA, as adjusted, gives the investment community a more complete understanding of the Company’s consolidated operating results, including the impact of general and administrative expenses and acquisition-related expenses, before the impact of investing and financing transactions and facilitates comparisons with competitors. Management also believes it is appropriate to present EBITDA, as adjusted, as it is used in several of the Company’s financial covenants for both its secured and unsecured debt. However, EBITDA, as adjusted, should not be viewed as an alternative measure of the Company’s operating performance since it excludes financing costs as well as depreciation and amortization costs which are significant economic costs that could materially impact the Company’s results of operations and liquidity. Other REITs may use different methodologies for calculating EBITDA, as adjusted, and, accordingly, the Company’s EBITDA, as adjusted, may not be comparable to other REITs. The Company’s calculation of EBITDA, as adjusted, is the same as EBITDAre, as defined by Nareit, as the Company does not have any unconsolidated joint ventures. The Company’s Share of EBITDA, as adjusted, is EBITDA, as adjusted less amounts attributable to noncontrolling interests in consolidated property partnerships. The Company’s Share of EBITDA, as adjusted less interest income also deducts interest income.

Net Debt to Company's Share of EBITDA, as adjusted Ratio and Net Debt to Company's Share of EBITDA, as adjusted less interest income Ratio:

Management believes that the ratios of our principal balance of debt, less cash and cash equivalents and certificates of deposit, divided by the Company’s share of EBITDA, as adjusted, as well as the Company's share of EBITDA, as adjusted less interest income are useful supplemental measures of the level of borrowed capital being used to increase the potential return of our real estate investments and proxies for a measure we believe is used by many lenders and rating agencies to evaluate our ability to repay and service our debt obligations. We believe the ratios are beneficial disclosure to investors as supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Other REITs may use different methodologies for calculating these ratios and, accordingly, the Company’s Net Debt to Company’s Share of EBITDA, as adjusted Ratio and Net Debt to Company's Share of EBITDA, as adjusted less interest income Ratio may not be comparable to other REITs.


Q2 2024 Supplemental Financial Report

Management Statements on Non-GAAP Supplemental Measures, continued

Funds From Operations:

The Company calculates Funds From Operations available to common stockholders and common unitholders (“FFO”) 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.

Management believes that FFO is a useful supplemental measure of the Company’s 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 the Company’s 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, the Company’s 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, management believes that FFO along with the required GAAP presentations provides a more complete measurement of the Company’s performance relative to its 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.

However, FFO should not be viewed as an alternative measure of the Company’s 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 the Company’s properties, which are significant economic costs and could materially impact the Company’s results from operations.

Funds Available for Distribution:

Management believes that Funds Available for Distribution available to common stockholders and common unitholders (“FAD”) is a useful supplemental measure of the Company’s liquidity. The Company computes FAD by adding to FFO the non-cash amortization of deferred financing costs, debt discounts and premiums and share-based compensation awards, amortization of above (below) market rents for acquisition properties, then subtracting recurring tenant improvements, leasing commissions and capital expenditures and eliminating the net effect of straight-line rents, amortization of deferred revenue related to tenant improvements, adjusting for other lease related items and amounts of gain or loss on marketable securities related to the Company’s executive deferred compensation plan that are capitalized as development costs, and after adjustment for amounts attributable to noncontrolling interests in consolidated property partnerships. FAD provides an additional perspective on the Company’s ability to fund cash needs and make distributions to stockholders by adjusting FFO for the impact of certain cash and non-cash items, as well as adjusting FFO for recurring capital expenditures and leasing costs. Management also believes that FAD provides useful information to the investment community about the Company’s financial position as compared to other REITs since FAD is a liquidity measure used by other REITs. However, other REITs may use different methodologies for calculating FAD and, accordingly, the Company’s FAD may not be comparable to other REITs.

Definitions and Reconciliations


Q2 2024 Supplemental Financial Report

Definitions Included in Supplemental

Annualized Base Rent:

Includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes 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.

Capital Expenditures:

Expenditures for capital improvements, tenant improvements costs (excluding tenant-funded tenant improvements), and leasing commissions.

Change in GAAP / Cash Rents (Leases Commenced):

Calculated as the change between GAAP / cash rents for new/renewed leases and the expiring GAAP / cash rents for the same space. May include leases for which re-leasing timing was impacted by the COVID-19 pandemic and restrictions intended to prevent its spread. Excludes leases for which the space was vacant when the property was acquired by the Company.

Change in GAAP / Cash Rents (Leases Executed):

Calculated as the change between GAAP / cash rents for signed leases and the expiring GAAP / cash rents for the same space. May include leases for which re-leasing timing was impacted by the COVID-19 pandemic and restrictions intended to prevent its spread. Excludes leases for which the space was vacant when the property was acquired by the Company.

Estimated Stabilization Date (Development):

Management’s estimation of the earlier of stabilized occupancy (95%) or one year from the date of the cessation of major base building construction activities for office and retail properties and upon substantial completion for residential properties.

FAD Payout Ratio:

Calculated as current-quarter dividends accrued to common stockholders and common unitholders (excluding dividend equivalents accrued to restricted stock unitholders) divided by FAD.

First Generation ("1st Gen"):

Space not yet leased at recently completed development and redevelopment properties that have been added to the stabilized portfolio. Capital expenditures for first generation space do not include expenditures for in-process development and redevelopment projects and these costs are not subtracted in our calculation of FAD.

Fixed Charge Coverage Ratio - EBITDA, as adjusted:

Calculated as EBITDA, as adjusted, divided by gross interest expense (excluding amortization of deferred debt costs and debt discounts/premiums) and current year accrued preferred dividends.

Fixed Charge Coverage Ratio - Net Income:

Calculated as net income, divided by gross interest expense (excluding amortization of deferred debt costs and debt discounts/premiums) and current year accrued preferred dividends.


Q2 2024 Supplemental Financial Report

Definitions Included in Supplemental, continued

FFO Payout Ratio:

Calculated as current-quarter dividends accrued to common stockholders and common unitholders (excluding dividend equivalents accrued to restricted stock unitholders) divided by FFO attributable to common stockholders and unitholders.

GAAP Effective Rate:

The rate at which interest expense is recorded for financial reporting purposes, which reflects the amortization of any discounts/premiums, excluding debt issuance costs.

Gross Lease Types:

Represents leases where the landlord is obligated to pay the tenant's proportionate share of certain operating expenses.

Interest Coverage Ratio:

Calculated as EBITDA, as adjusted, divided by gross interest expense (excluding amortization of deferred debt costs and debt discounts/premiums).

Major Repositioning:

Space for which we are incurring significant non-recurring capital expenditures to reposition and is expected to result in additional revenue generated when re-leased. Capital expenditures for this space are not subtracted in our calculation of FAD.

Net Effect of Straight-Line Rents:

Represents the straight-line rent income recognized during the period offset by cash received during the period that was applied to deferred rents receivable balances for terminated leases and the provision for bad debts recorded for deferred rent receivable balances.

Net Income Payout Ratio:

Calculated as current-quarter dividends accrued to common stockholders and common unitholders (excluding dividend equivalents accrued to restricted stock unitholders) divided by net income.

Net Leases Types:

Represents leases where the tenant is obligated to pay their proportionate share of certain operating expenses.

Net Operating Income Margins:

Calculated as net operating income divided by total revenues.

Redevelopment Properties:

Properties for which we expect to spend significant development and construction costs pursuant to a formal plan to change its use.

Rentable Square Feet:

Reflects the latest Building Owners and Managers Association (“BOMA”) measurement. All occupied and leased percentages presented throughout this report are calculated based on rentable square feet at the end of the period(s) presented.


Q2 2024 Supplemental Financial Report

Definitions Included in Supplemental, continued

Retention Rates (Leases Executed):

Calculated as the percentage of space renewed by existing tenants at lease expiration or termination.

Same Store Portfolio:

Our Same Store Portfolio includes all of our properties 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, 2023 and still owned and included in the stabilized portfolio as of June 30, 2024. It includes our residential portfolio, which consists of our 200-unit residential tower and 193-unit Jardine project in Hollywood, California and 608 residential units at our One Paseo mixed-use project in Del Mar, California. It does not include undeveloped land, development and redevelopment properties currently committed for construction, under construction, or in the tenant improvement phase, completed residential developments not yet stabilized, and properties held-for-sale. We define redevelopment properties as those projects for which we expect to spend significant development and construction costs on existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property.














Same Store Portfolio Rollforward
	Number of Buildings	Square Feet

Same Store Portfolio as of December 31, 2023	115	15,063,419
Stabilized Development and Redevelopment Properties Added	4	1,151,118
Remeasurements	—	(3,889)
Same Store Portfolio as of June 30, 2024	119	16,210,648
Stabilized Development and Redevelopment Properties Excluded from Same Store	2	829,591
Stabilized Portfolio as of June 30, 2024	121	17,040,239

Second Generation ("2nd Gen"):

Space at properties in the stabilized portfolio for which capital expenditures are generally recurring in nature or relate to space previously occupied.

Stated Interest Rate:

The rate at which interest expense is recorded per the respective loan documents, excluding the impact of the amortization of any debt discounts/premiums.

Tenant Improvement Phase:

Represents projects that have reached cold shell condition and are ready for tenant improvements, which may require additional major base building construction before being placed in service.


Q2 2024 Supplemental Financial Report

Reconciliation of Net Income Available to Common Stockholders to Same Store Net Operating Income

(unaudited, $ in thousands)


	Three Months Ended (1)										Six Months Ended (2)
	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023		6/30/2024		6/30/2023
Net Income Available to Common Stockholders	$	49,211	$	49,920	$	47,284	$	52,762	$	55,587	$	99,131	$	112,195
Net income attributable to noncontrolling common units of the Operating Partnership	458		502		471		515		537		960		1,097
Net income attributable to noncontrolling interests in consolidated property partnerships	4,878		5,278		5,291		5,460		5,151		10,156		13,213
Net Income	54,547		55,700		53,046		58,737		61,275		110,247		126,505
Adjustments:
General and administrative expenses	18,951		17,579		22,078		24,761		22,659		36,530		46,595
Leasing costs	2,119		2,279		1,956		1,852		1,326		4,398		2,698
Depreciation and amortization	87,151		88,031		86,016		85,224		90,362		175,182		184,038
Interest income	(10,084)		(13,190)		(10,696)		(7,015)		(3,421)		(23,274)		(4,881)
Interest expense	36,763		38,871		32,325		29,837		26,383		75,634		52,054
Net Operating Income, as defined (3)	189,447		189,270		184,725		193,396		198,584		378,717		407,009
Wholly-Owned Properties	168,215		167,061		162,348		170,492		176,582		335,276		356,102
Consolidated property partnerships: (4)
100 First Street (5)	6,073		5,958		6,561		6,782		6,075		12,031		12,077
303 Second Street (5)	10,467		10,794		10,099		10,243		9,706		21,261		26,942
Crossing/900 (6)	4,692		5,457		5,717		5,879		6,221		10,149		11,888
Net Operating Income, as defined (3)	189,447		189,270		184,725		193,396		198,584		378,717		407,009
Non-Same Store Net Operating Income (7)	(8,486)		(6,578)		(20,892)		(21,052)		(21,127)		(15,064)		(13,627)
Same Store Net Operating Income	180,961		182,692		163,833		172,344		177,457		363,653		393,382
Adjustments:
Amortization of deferred revenue related to tenant-funded tenant improvements	(4,035)		(6,190)		(5,215)		(4,384)		(4,461)		(10,225)		(9,538)
Net effect of straight-line rents	2,084		5,443		8,140		617		(1,992)		7,527		(10,628)
Amortization of net below market rents	(335)		(353)		(422)		(483)		(1,057)		(688)		(3,362)
Lease related adjustments	(467)		(194)		2,236		(805)		(3,374)		(661)		853
Other (8)	133		(1,147)		1,144		432		1,003		(1,014)		1,629
Same Store Cash Net Operating Income	$	178,341	$	180,251	$	169,716	$	167,721	$	167,576	$	358,592	$	372,336

________________________

(1)For all quarterly periods in 2024, the Same Store Portfolio was comprised of 119 properties. For all quarterly periods in 2023, the Same Store Portfolio was comprised of 115 properties.

(2)Based upon the Same Store Portfolio as of June 30, 2024, which was comprised of 119 properties.

(3)Please refer to page 31-33 for Management Statements on non-GAAP supplemental measures.

(4)Reflects Net Operating Income for all periods presented.

(5)For all periods presented, an unrelated third party entity owned approximately 44% common equity interests in two properties located at 100 First Street and 303 Second Street in San Francisco, CA.

(6)For all periods presented, an unrelated third party entity owned an approximate 7% common equity interest in two properties located at 900 Jefferson Avenue and 900 Middlefield Road in Redwood City, CA.

(7)Includes the results of one office development building added to the stabilized portfolio during the third quarter of 2023, one office development building added to the stabilized portfolio during the fourth quarter of 2023, and our in-process and future development projects.

(8)Includes revenue reversals (recoveries) related to tenant creditworthiness and other.


Q2 2024 Supplemental Financial Report

Reconciliation of Net Income Available to Common Stockholders to Same Store Net Operating Income, continued

(unaudited, $ in thousands)


	Three Months Ended (1)
	3/31/2023		12/31/2022		9/30/2022		6/30/2022
Net Income Available to Common Stockholders	$	56,608	$	52,625	$	79,757	$	47,105
Net income attributable to noncontrolling common units of the Operating Partnership	560		588		664		515
Net income attributable to noncontrolling interests in consolidated property partnerships	8,062		6,262		6,239		6,355
Net Income	65,230		59,475		86,660		53,975
Adjustments:
General and administrative expenses	23,936		25,217		23,524		22,120
Leasing costs	1,372		1,404		1,015		1,447
Depreciation and amortization	93,676		91,396		81,140		96,415
Interest income	(1,460)		(1,264)		(295)		(125)
Interest expense	25,671		23,550		19,982		20,121
Gain on sale of depreciable operating property	—		—		(17,329)		—
Net Operating Income, as defined (2)	208,425		199,778		194,697		193,953
Wholly-Owned Properties	179,500		174,983		170,166		168,721
Consolidated property partnerships: (3)
100 First Street (4)	6,011		6,116		5,791		5,745
303 Second Street (4)	17,247		12,702		12,941		13,333
Crossing/900 (5)	5,667		5,977		5,799		6,154
Net Operating Income, as defined (2)	208,425		199,778		194,697		193,953
Non-Same Store Net Operating Income (6)	(6,866)		(16,435)		(13,335)		(12,239)
Same Store Net Operating Income	201,559		183,343		181,362		181,714
Adjustments:
Amortization of deferred revenue related to tenant-funded tenant improvements	(4,893)		(4,607)		(4,646)		(4,631)
Net effect of straight-line rents	(5,359)		(3,689)		(6,992)		(12,183)
Amortization of net below market rents	(2,305)		(2,287)		(2,520)		(2,720)
Lease related adjustments	4,673		(2,010)		(194)		401
Other (7)	626		1,008		400		530
Same Store Cash Net Operating Income	$	194,301	$	171,758	$	167,410	$	163,111

________________________

(1)Same Store Portfolio as of the most recent comparative period. For the quarter ended March 31, 2023, the Same Store Portfolio was comprised of 119 properties. For all quarterly periods in 2022, the Same Store Portfolio was comprised of 115 properties.

(2)Please refer to page 31-33 for a Management Statements on non-GAAP supplemental measures.

(3)Reflects Net Operating Income for all periods presented.

(4)For all periods presented, an unrelated third party entity owned approximately 44% common equity interests in two properties located at 100 First Street and 303 Second Street in San Francisco, CA.

(5)For all periods presented, an unrelated third party entity owned an approximate 7% common equity interest in two properties located at 900 Jefferson Avenue and 900 Middlefield Road in Redwood City.

(6)Includes the results of one office development building added to the stabilized portfolio during the fourth quarter of 2023 and our in-process and future development projects.

(7)Includes revenue reversals (recoveries) related to tenant creditworthiness and other.


Q2 2024 Supplemental Financial Report

Reconciliation of Net Income Available to Common Stockholders to Company's Share of EBITDA, as adjusted

(unaudited, $ in thousands)


	Three Months Ended
	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023
Net Income Available to Common Stockholders	$	49,211	$	49,920	$	47,284	$	52,762	$	55,587
Interest expense	36,763		38,871		32,325		29,837		26,383
Depreciation and amortization	87,151		88,031		86,016		85,224		90,362

Net income attributable to noncontrolling common units of the Operating Partnership	458		502		471		515		537
Net income attributable to noncontrolling interests in consolidated property partnerships	4,878		5,278		5,291		5,460		5,151


EBITDA, as adjusted (1)	178,461		182,602		171,387		173,798		178,020

EBITDA, as adjusted (1), attributable to noncontrolling interests in consolidated property partnerships	(7,601)		(8,660)		(8,328)		(8,390)		(8,162)

Company's share of EBITDA, as adjusted (1)	$	170,860	$	173,942	$	163,059	$	165,408	$	169,858

Interest income	(10,084)		(13,190)		(10,696)		(7,015)		(3,421)

Company's share of EBITDA, as adjusted less interest income (1)	$	160,776	$	160,752	$	152,363	$	158,393	$	166,437

________________________

(1)Please refer to pages 31-33 for Management Statements on non-GAAP supplemental measures.


Q2 2024 Supplemental Financial Report

Reconciliation of GAAP Net Cash Provided by Operating Activities to Funds Available for Distribution

(unaudited, $ in thousands)


	Three Months Ended										Six Months Ended June 30,
	6/30/2024		3/31/2024		12/31/2023		9/30/2023		6/30/2023		2024		2023
GAAP Net Cash Provided by Operating Activities	$	88,693	$	167,869	$	110,223	$	208,816	$	101,414	$	256,562	$	283,550
Adjustments:
Recurring tenant improvements, leasing commissions and capital expenditures	(22,069)		(11,763)		(31,411)		(20,519)		(17,850)		(33,832)		(35,616)
Depreciation of non-real estate furniture, fixtures and equipment	(1,562)		(1,571)		(1,614)		(1,706)		(1,889)		(3,133)		(3,894)
Net changes in operating assets and liabilities (1)	55,471		(21,554)		39,064		(58,450)		41,727		33,917		21,202
Noncontrolling interests in consolidated property partnerships’ share of FFO and FAD	(5,634)		(7,553)		(6,705)		(6,246)		(6,981)		(13,187)		(16,606)
Cash adjustments related to investing and financing activities	(65)		(100)		(29)		(3,197)		3,125		(165)		3,443
Funds Available for Distribution (2)	$	114,834	$	125,328	$	109,528	$	118,698	$	119,546	$	240,162	$	252,079

_______________________

(1)Primarily includes changes in the following assets and liabilities: marketable securities, current receivables, prepaid expenses and other assets, accounts payable, accrued expenses and other liabilities, and rents received in advance and tenant security deposits.

(2)Please refer to page 31-33 for Management Statements on non-GAAP supplemental measures.

EX-99.2 5 exhibit992.htm EX-99.2 Document

Exhibit 99.2


Contact:			FOR RELEASE:
Eliott Trencher			July 31, 2024
Executive Vice President,
Chief Financial Officer
and Chief Investment Officer
(310) 481-8587
or
Taylor Friend
Senior Vice President,
Capital Markets and Treasurer
(310) 481-8574

KILROY REALTY CORPORATION REPORTS

SECOND QUARTER FINANCIAL RESULTS

---------------

LOS ANGELES, July 31, 2024 - Kilroy Realty Corporation (NYSE: KRC) today reported financial results for its second quarter ended June 30, 2024.

Second Quarter Highlights

Financial Results

•Revenues of $280.7 million

•Net income available to common stockholders of $0.41 per diluted share

•Funds from operations available to common stockholders and unitholders (“FFO”) of $132.6 million, or $1.10 per diluted share

Leasing and Occupancy

•Stabilized portfolio was 83.7% occupied and 85.4% leased at June 30, 2024

◦Includes 16,000 square feet of short-term leasing, comprised of 11,000 square feet of short-term new leasing and 5,000 square feet of short-term renewal leasing

◦GAAP rents increased 7.2% and cash rents decreased 4.6% from prior levels on second generation leasing, excluding short-term leasing

Balance Sheet / Liquidity

Dividend

•The Board declared and paid a regular quarterly cash dividend on its common stock of $0.54 per share, equivalent to an annual rate of $2.16

Recent Developments

•In July, signed approximately 184,000 square feet of leases, inclusive of 46,000 square feet of short-term renewal leases

Personnel Updates

•Eliott Trencher who currently serves as EVP, Chief Financial Officer and Chief Investment Officer, will remain as Chief Financial Officer through August 18, 2024 after which he will continue as EVP, Chief Investment Officer. In addition to his investment responsibilities, Mr. Trencher will also oversee asset level strategic planning across the portfolio

•Jeffrey Kuehling has been appointed EVP, Chief Financial Officer effective August 19, 2024. Mr. Kuehling joins the Company from Brixmor Property Group (“Brixmor”, NYSE: BRX) where he has worked since 2018 holding a variety of roles, most recently SVP, Corporate Strategy & Finance. Prior to Brixmor, Mr. Kuehling held various finance and capital markets positions at two publicly-traded REITs

•Lauren Stadler has been promoted to EVP, General Counsel and Secretary effective immediately. Ms. Stadler has been with the Company for over 10 years most recently serving as SVP, Corporate Counsel and Assistant Secretary. Prior to joining Kilroy, Ms. Stadler was an Associate at Latham & Watkins LLP

•Michael Schmidt has been hired as SVP, Leasing – Northern California Region effective August 19, 2024. Mr. Schmidt brings over 23 years of office experience across various West Coast markets. Prior to joining Kilroy, Mr. Schmidt worked at Lake Washington Partners and Columbia Property Trust where he led Leasing and Asset Management across the West Coast

“I am thrilled to welcome Jeffrey and Lauren to Kilroy’s executive team. They are both talented and collaborative leaders who will work closely with their counterparts across the Company to deliver value for our shareholders. In addition, I want to thank Eliott for his leadership in his combined CIO and CFO roles. I am excited to continue to partner with Eliott on all of our capital allocation initiatives going forward,” said Angela Aman, CEO. “I would also like to welcome Michael to the Kilroy leasing team. His expertise, relationships, and track record of execution across the West Coast will optimally position Kilroy to capitalize on the recovery we see taking hold across our markets.”

Net Income Available to Common Stockholders / FFO Guidance and Outlook

The Company is providing an updated Nareit-defined FFO per diluted share guidance for the full year 2024 of $4.21 to $4.31 per share, with a midpoint of $4.26 per share.



	Full Year 2024 Range as of May 2024				Full Year 2024 Range as of July 2024
	Low End		High End		Low End		High End
	$ and shares/units in thousands, except per share/unit amounts
Net income available to common stockholders per share - diluted	$	1.46	$	1.61	$	1.50	$	1.59

Weighted average common shares outstanding - diluted (1)	118,000		118,000		118,000		118,000

Net income available to common stockholders	$	172,500	$	190,000	$	177,000	$	188,000
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	1,900		2,000		1,800		1,900
Net income attributable to noncontrolling interests in consolidated property partnerships	20,500		21,000		20,500		21,000
Depreciation and amortization of real estate assets	335,000		336,000		338,000		339,000
Gains on sales of depreciable real estate	—		—		—		—
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(31,000)		(32,000)		(31,500)		(32,000)
Funds From Operations (2)	$	498,900	$	517,000	$	505,800	$	517,900

Weighted average common shares/units outstanding – diluted (3)	120,250		120,250		120,200		120,200

Funds From Operations per common share/unit – diluted (3)	$	4.15	$	4.30	$	4.21	$	4.31

Key Assumptions

May 2024 Assumptions

July 2024 Assumptions

Change in same store cash NOI (4)

(3.5%) to (5.5%)

(3.0%) to (4.0%)

Average full year occupancy

82.50% to 84.00%

82.75% to 83.75%

General and administrative expenses

$72 million to $80 million

Total development spending (5)

$200 million to $300 million

$225 million to $275 million

Weighted average common shares/units outstanding – diluted

(in thousands) (3)

120,250

120,200

________________________

(1)Calculated based on estimated weighted average shares outstanding, including non-participating share-based awards.

(2)See management statement for Funds From Operations at end of release.

(4)See management statement for Same Store Cash Net Operating Income on page 32 of our Supplemental Financial Report furnished on Form 8-K with this press release.

(5)Remaining 2024 development spending is $100 million to $150 million.

Conference Call and Audio Webcast

Those interested in listening via the Internet can access the conference call at https://events.q4inc.com/attendee/326412379. It may be necessary to download audio software to hear the conference call.

About Kilroy Realty Corporation

Kilroy Realty Corporation (NYSE: KRC, the “Company”, “Kilroy”) is a leading U.S. landlord and developer, with operations in San Diego, Los Angeles, the San Francisco Bay Area, Seattle, and Austin. The Company has earned global recognition for sustainability, building operations, innovation, and design. As a pioneer and innovator in the creation of a more sustainable real estate industry, the Company’s approach to modern business environments helps drive creativity and productivity for some of the world’s leading technology, entertainment, life science, and business services companies.

The Company is a publicly traded real estate investment trust (“REIT”) and member of the S&P MidCap 400 Index with more than seven decades of experience developing, acquiring, and managing office, life science, and mixed-use projects.

As of June 30, 2024, Kilroy’s stabilized portfolio totaled approximately 17.0 million square feet of primarily office and life science space that was 83.7% occupied and 85.4% leased. The Company also had approximately 1,000 residential units in Hollywood and San Diego, which had a quarterly average occupancy of 92.8%. In addition, the Company had two in-process life science redevelopment projects totaling approximately 100,000 square feet with total estimated redevelopment costs of $80.0 million, and one approximately 875,000 square foot in-process development project with a total estimated investment of $1.0 billion.

A Leader in Sustainability and Commitment to Corporate Social Responsibility

Kilroy has a longstanding commitment to sustainability and continues to be a recognized leader in our sector. For over a decade, the Company and its sustainability initiatives have been recognized with numerous honors, including earning the GRESB five star rating and being named a sector and regional leader in the Americas. Other honors have included the Nareit Leader in the Light Award, being listed on the Dow Jones Sustainability World Index, being named ENERGY STAR Partner of the Year, and receiving the ENERGY STAR highest honor of Sustained Excellence.

Kilroy is proud to have achieved carbon neutral operations across our portfolio since 2020. The Company also has a longstanding commitment to maintain high levels of LEED, Fitwel, and ENERGY STAR certifications across the portfolio.

A significant part of the Company’s foundation is its commitment to enhancing employee growth, satisfaction, and wellness while maintaining a diverse and thriving culture. For four consecutive years, the Company has been named to Bloomberg’s Gender Equality Index, which recognizes companies committed to supporting gender equality through policy development, representation, and transparency.

More information is available at http://www.kilroyrealty.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 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. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023, and our other filings with the Securities and Exchange Commission. 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 made in this press release 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.

KILROY REALTY CORPORATION

SUMMARY OF QUARTERLY RESULTS

(unaudited; in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024			2023
Revenues	$	280,731	$	284,282	$	559,312		$	577,084

Net income available to common stockholders	$	49,211	$	55,587	$	99,131		$	112,195

Weighted average common shares outstanding – basic	117,375		117,155		117,356			117,107
Weighted average common shares outstanding – diluted	117,663		117,360		117,810			117,383

Net income available to common stockholders per share – basic	$	0.41	$	0.47	$	0.83		$	0.95
Net income available to common stockholders per share – diluted	$	0.41	$	0.47	$	0.83		$	0.95

Funds From Operations (1)(2)	$	132,587	$	141,853	$	266,310		$	287,812

Weighted average common shares/units outstanding – basic (3)	120,034		118,930		119,847			118,874
Weighted average common shares/units outstanding – diluted (4)	120,322		119,134		120,301			119,149

Funds From Operations per common share/unit – basic (2)	$	1.10	$	1.19	$	2.22		$	2.42
Funds From Operations per common share/unit – diluted (2)	$	1.10	$	1.19	$	2.21		$	2.42

Common shares outstanding at end of period					117,385			117,178
Common partnership units outstanding at end of period					1,151			1,151
Total common shares and units outstanding at end of period					118,536			118,329

					June 30, 2024			June 30, 2023
Stabilized office portfolio occupancy rates: (5)
Los Angeles					73.9		%	81.5		%
San Diego					88.5		%	85.4		%
San Francisco Bay Area					90.1		%	92.3		%
Seattle					83.1		%	83.4		%
Austin					72.3		%	—		%
Weighted average total					83.7		%	86.6		%

Total square feet of stabilized office properties owned at end of period: (5)
Los Angeles					4,338			4,344
San Diego					2,776			2,700
San Francisco Bay Area					6,171			6,170
Seattle					2,996			3,000
Austin					759			—
Total					17,040			16,214

________________________

(1)Reconciliation of Net income available to common stockholders to Funds From Operations available to common stockholders and unitholders and management statement on Funds From Operations are included after the Consolidated Statements of Operations.

(2)Reported amounts are attributable to common stockholders, common unitholders and restricted stock unitholders.

(3)Calculated based on weighted average shares outstanding, including participating share-based awards (i.e. nonvested stock and certain time-based restricted stock units) and assuming the exchange of all common limited partnership units outstanding.

(4)Calculated based on weighted average shares outstanding, including participating and non-participating share-based awards, dilutive impact of contingently issuable shares, and assuming the exchange of all common limited partnership units outstanding.

(5)Occupancy percentages and total square feet reported are based on the Company’s stabilized office portfolio for the periods presented.

KILROY REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands)


	June 30, 2024		December 31, 2023
ASSETS
REAL ESTATE ASSETS:
Land and improvements	$	1,743,170	$	1,743,170
Buildings and improvements	8,501,976		8,463,674
Undeveloped land and construction in progress	2,207,180		2,034,804
Total real estate assets held for investment	12,452,326		12,241,648
Accumulated depreciation and amortization	(2,671,141)		(2,518,304)
Total real estate assets held for investment, net	9,781,185		9,723,344


Cash and cash equivalents	835,893		510,163

Marketable securities	32,648		284,670
Current receivables, net	10,229		13,609
Deferred rent receivables, net	458,177		460,979
Deferred leasing costs and acquisition-related intangible assets, net	220,485		229,705
Right of use ground lease assets	129,760		125,506
Prepaid expenses and other assets, net	75,379		53,069

TOTAL ASSETS	$	11,543,756	$	11,401,045

LIABILITIES AND EQUITY
LIABILITIES:
Secured debt, net	$	600,741	$	603,225
Unsecured debt, net	4,519,796		4,325,153

Accounts payable, accrued expenses and other liabilities	361,759		371,179
Ground lease liabilities	128,787		124,353
Accrued dividends and distributions	65,118		64,440
Deferred revenue and acquisition-related intangible liabilities, net	160,284		173,638
Rents received in advance and tenant security deposits	73,013		79,364

Total liabilities	5,909,498		5,741,352

EQUITY:
Stockholders’ Equity
Common stock	1,174		1,173
Additional paid-in capital	5,216,699		5,205,839
Retained earnings	187,796		221,149
Total stockholders’ equity	5,405,669		5,428,161
Noncontrolling Interests
Common units of the Operating Partnership	52,985		53,275
Noncontrolling interests in consolidated property partnerships	175,604		178,257
Total noncontrolling interests	228,589		231,532
Total equity	5,634,258		5,659,693
TOTAL LIABILITIES AND EQUITY	$	11,543,756	$	11,401,045

KILROY REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
REVENUES
Rental income	$	275,919	$	281,309	$	550,809	$	571,413

Other property income	4,812		2,973		8,503		5,671
Total revenues	280,731		284,282		559,312		577,084

EXPENSES
Property expenses	59,279		55,008		116,599		108,788
Real estate taxes	29,009		28,277		58,248		56,505

Ground leases	2,996		2,413		5,748		4,782
General and administrative expenses (1)	18,951		22,659		36,530		46,595

Leasing costs	2,119		1,326		4,398		2,698
Depreciation and amortization	87,151		90,362		175,182		184,038
Total expenses	199,505		200,045		396,705		403,406

OTHER INCOME (EXPENSES)
Interest income	10,084		3,421		23,274		4,881
Interest expense	(36,763)		(26,383)		(75,634)		(52,054)



Total other expenses	(26,679)		(22,962)		(52,360)		(47,173)

NET INCOME	54,547		61,275		110,247		126,505

Net income attributable to noncontrolling common units of the Operating Partnership	(458)		(537)		(960)		(1,097)
Net income attributable to noncontrolling interests in consolidated property partnerships	(4,878)		(5,151)		(10,156)		(13,213)
Total income attributable to noncontrolling interests	(5,336)		(5,688)		(11,116)		(14,310)






NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	49,211	$	55,587	$	99,131	$	112,195

Weighted average shares of common stock outstanding – basic	117,375		117,155		117,356		117,107
Weighted average shares of common stock outstanding – diluted	117,663		117,360		117,810		117,383

Net income available to common stockholders per share – basic	$	0.41	$	0.47	$	0.83	$	0.95
Net income available to common stockholders per share – diluted	$	0.41	$	0.47	$	0.83	$	0.95

________________________

(1)The three and six months ended June 30, 2023 includes $3.1 million and $6.3 million, respectively, of retirement costs for our former CEO and former President, primarily comprised of accelerated stock compensation expense.

KILROY REALTY CORPORATION

FUNDS FROM OPERATIONS

(unaudited; in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income available to common stockholders	$	49,211	$	55,587	$	99,131	$	112,195
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	458		537		960		1,097
Net income attributable to noncontrolling interests in consolidated property partnerships	4,878		5,151		10,156		13,213
Depreciation and amortization of real estate assets	85,589		88,473		172,049		180,144

Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(7,549)		(7,895)		(15,986)		(18,837)
Funds From Operations(1)(2)(3)	$	132,587	$	141,853	$	266,310	$	287,812

Weighted average common shares/units outstanding – basic (4)	120,034		118,930		119,847		118,874
Weighted average common shares/units outstanding – diluted (5)	120,322		119,134		120,301		119,149

Funds From Operations per common share/unit – basic (2)	$	1.10	$	1.19	$	2.22	$	2.42
Funds From Operations per common share/unit – diluted (2)	$	1.10	$	1.19	$	2.21	$	2.42

________________________

(1)We calculate Funds From Operations available to common stockholders and common unitholders (“FFO”) 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.

However, FFO should not be viewed as an alternative measure of our operating performance because 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.

(2)Reported amounts are attributable to common stockholders, common unitholders, and restricted stock unitholders.

(3)FFO available to common stockholders and unitholders includes amortization of deferred revenue related to tenant-funded tenant improvements of $4.4 million and $4.9 million for the three months ended June 30, 2024 and 2023, respectively, and $10.9 million and $10.1 million for the six months ended June 30, 2024 and 2023, respectively.

(4)Calculated based on weighted average shares outstanding, including participating share-based awards (i.e. certain time-based restricted stock units) and assuming the exchange of all common limited partnership units outstanding.

(5)Calculated based on weighted average shares outstanding, including participating and non-participating share-based awards, dilutive impact of contingently issuable shares, and assuming the exchange of all common limited partnership units outstanding.