Equity | Equity Equity Transactions During the nine months ended September 30, 2017 , we (i) acquired 986 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, (ii) issued 1.3 million shares of our common stock for the exercise of 3.9 million stock options on a net settlement basis (net of the exercise price and related taxes) and (iii) issued 15.7 million shares of our common stock under our ATM program for net proceeds of $593.3 million . During the nine months ended September 30, 2016 , we (i) acquired 1.3 million OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, (ii) acquired 25 thousand OP Units for $826 thousand in cash, at an average price of $33.05 per OP Unit, (iii) issued 1.5 million shares of our common stock for the exercise of 7.6 million stock options on a net settlement basis (net of the exercise price and related taxes) and (iv) issued 1.4 million shares of our common stock under our ATM program for net proceeds of $49.4 million . We also created two JV's to acquire various properties: (i) in the first JV, which acquired the Westwood Portfolio, investors acquired an aggregate of seventy -percent of the capital interests, as a result of contributing $320.0 million directly to the JV for a forty -percent interest and acquiring a thirty -percent interest from us for $241.1 million (resulting in a gain of $1.1 million ), and (ii) in the second JV, which acquired properties during the third quarter, investors acquired an aggregate of eighty -percent of the capital interests, as a result of contributing $139.8 million directly to the JV and acquiring a thirty-five -percent interest from us for $51.6 million (resulting in a gain of $587 thousand ). See Note 3 . Condensed Consolidated Statements of Equity The tables below present (in thousands) our condensed consolidated statements of equity: DEI Stockholders' Equity Noncontrolling Interests Total Equity Balance as of January 1, 2017 $ 1,921,143 $ 1,092,928 $ 3,014,071 Net income 64,907 7,534 72,441 Cash flow hedge fair value adjustments 7,383 (254 ) 7,129 Contributions to consolidated JVs — 284,248 284,248 Dividends and distributions (111,177 ) (28,682 ) (139,859 ) Exchange of OP units for common stock 13,261 (13,261 ) — Exercise of stock options (1) (52,867 ) — (52,867 ) Stock-based compensation — 8,642 8,642 Sale of common stock, net of offering costs 593,272 — 593,272 Balance as of September 30, 2017 $ 2,435,922 $ 1,351,155 $ 3,787,077 __________________________________________________ (1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes). DEI Stockholders' Equity Noncontrolling Interests Total Equity Balance as of January 1, 2016 $ 1,926,211 $ 355,337 $ 2,281,548 Net income 65,696 7,928 73,624 Cash flow hedge fair value adjustments (14,376 ) (2,693 ) (17,069 ) Contributions to consolidated JV — 459,750 459,750 Sale of equity interest in consolidated JV — 291,029 291,029 Dividends and distributions (98,501 ) (26,185 ) (124,686 ) Exchange of OP units for common stock 17,733 (17,733 ) — Repurchase of OP units (498 ) (328 ) (826 ) Exercise of stock options (1) (53,467 ) — (53,467 ) Stock-based compensation — 7,759 7,759 Sale of common stock, net of offering costs 49,379 — 49,379 Balance as of September 30, 2016 $ 1,892,177 $ 1,074,864 $ 2,967,041 __________________________________________________ (1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes). Noncontrolling Interests Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. Noncontrolling interests in our Operating Partnership consist of OP Units and fully-vested LTIP Units, and represented approximately 13% of our Operating Partnership's total interests as of September 30, 2017 when we and our Operating Partnership had 169.5 million shares of common stock and 24.7 million OP Units and fully-vested LTIP Units outstanding. A share of our common stock, an OP Unit and an LTIP Unit (once vested and booked up) have essentially the same economic characteristics, sharing equally in the distributions from our Operating Partnership. Investors who own OP Units have the right to cause our Operating Partnership to redeem their OP Units for an amount of cash per unit equal to the market value of one share of our common stock at the date of redemption, or, at our election, exchange their OP Units for shares of our common stock on a one-for-one b asis. LTIP Units have been granted to our key employees and non-employee directors as part of their compensation. These awards generally vest over the service period and once vested can generally be converted to OP Units. Changes in our Ownership Interest in our Operating Partnership The table below presents (in thousands) the effect on our equity from net income attributable to common stockholders and changes in our ownership interest in our Operating Partnership: Nine Months Ended September 30, 2017 2016 Net income attributable to common stockholders $ 64,907 $ 65,696 Transfers from noncontrolling interests: Exchange of OP Units with noncontrolling interests 13,261 17,733 Repurchase of OP Units from noncontrolling interests — (498 ) Net transfers from noncontrolling interests 13,261 17,235 Change from net income attributable to common stockholders and transfers from noncontrolling interests $ 78,168 $ 82,931 AOCI Reconciliation (1) The table below presents (in thousands) a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges for the nine months ended September 30 : 2017 2016 Beginning balance $ 15,156 $ (9,285 ) Other comprehensive loss before reclassifications - our derivatives (4,027 ) (37,927 ) Other comprehensive income (loss) before reclassifications - our Funds' derivatives 610 (814 ) Reclassifications from AOCI - our derivatives (2) 10,353 21,361 Reclassifications from AOCI - our Funds' derivatives (3) 193 311 Net current period OCI 7,129 (17,069 ) OCI attributable to noncontrolling interests 254 2,693 OCI attributable to common stockholders 7,383 (14,376 ) Ending balance $ 22,539 $ (23,661 ) ___________________________________________________ (1) See Note 9 for the details of our derivatives and Note 12 for our derivative fair value disclosures. (2) Reclassification as an increase to Interest expense. (3) Reclassification as an (increase) decrease to Income, including depreciation, from unconsolidated real estate funds. Equity Compensation On June 2, 2016, the Douglas Emmett 2016 Omnibus Stock Incentive Plan ("2016 Plan") became effective after receiving stockholder approval, superseding our prior plan, the Douglas Emmett 2006 Omnibus Stock Incentive Plan ("2006 Plan"), both of which allow for awards to our directors, officers, employees and consultants. The key terms of the two plans are substantially identical, except for the date of expiration, the number of shares authorized for grants and various technical provisions. Grants after June 2, 2016 were awarded under the 2016 Plan, while grants prior to that date were awarded under the 2006 Plan (grants under the 2006 Plan remain outstanding according to their terms). Both plans are administered by the compensation committee of our board of directors. Total net stock-based compensation expense was $2.6 million and $2.3 million for the three months ended September 30, 2017 and 2016 , and $7.9 million and $7.1 million for the nine months ended September 30, 2017 and 2016 respectively. These amounts are net of capitalized stock-based compensation of $257 thousand and $235 thousand for the three months ended September 30, 2017 and 2016 , and $732 thousand and $683 thousand for the nine months ended September 30, 2017 and 2016 respectively. The intrinsic value of options exercised was $0.4 million and $2.1 million for the three months ended September 30, 2017 and 2016 , and $102.5 million and $104.0 million during the nine months ended September 30, 2017 and 2016 , respectively. |