Exhibit

Exhibit 99.2



Contact:	FOR RELEASE:
Tyler H. Rose	October 24, 2018
Executive Vice President
and Chief Financial Officer
(310) 481-8484 or
Michelle Ngo
Senior Vice President
and Treasurer
(310) 481-8581

KILROY REALTY CORPORATION REPORTS

THIRD QUARTER FINANCIAL RESULTS

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

LOS ANGELES, October 24, 2018 - Kilroy Realty Corporation (NYSE: KRC) today reported financial results for its third quarter ended September 30, 2018.

Third Quarter Highlights

Financial Results


•	Net income available to common stockholders per share of $0.33


•	Funds from operations available to common stockholders and unitholders (“FFO”) per share of $0.90


•	Revenues of $186.6 million

Stabilized Portfolio


•	Stabilized portfolio was 93.5% occupied and 96.6% leased at September 30, 2018


•	Signed approximately 335,000 square feet of new or renewing leases


•	Through the first three quarters of 2018, signed approximately 2.0 million square feet of new or renewing leases

Finance


•	In August, issued 98,000 shares of common stock under the company’s ATM offering program at a weighted average price of $73.24 per share, generating net proceeds of $7.1 million


•	In August, completed a public offering of 5,000,000 shares of common stock priced at $72.10 per share structured as a 12-month forward sale; no shares were sold during the third quarter

Recent Developments


•	In October, commenced GAAP revenue recognition on all 312,000 square feet of the office space at 100 Hooper, the company’s recently completed development project in the SOMA district of San

Francisco. The remaining production, distribution and repair “PDR” space is 38% leased, bringing the aggregate 400,000 square foot project to 86% leased


•	In October, drew the entire $200.0 million of eight-year, 4.35% unsecured senior notes privately placed in May 2018, the second of two such debt transactions completed and drawn down this year

Results for the Quarter Ended September 30, 2018

For the third quarter ended September 30, 2018, KRC reported net income available to common stockholders of $34.4 million, or $0.33 per share, compared to $66.6 million, or $0.67 per share, in the third quarter of 2017. Net income in the 2017 third quarter included $37.3 million, or $0.38 per share, of gains from operating property dispositions. FFO in the third quarter of 2018 was $94.2 million, or $0.90 per share, compared to $89.5 million, or $0.88 per share, in the third quarter of 2017. Both net income available to common stockholders and FFO in the third quarter of 2017 included a non-cash charge of $0.04 per share for the write-off of the original issuance costs in connection with redeeming the Series H preferred stock. Revenues in the third quarter of 2018 totaled $186.6 million, up from $181.5 million in the prior year’s quarter.

All per share amounts in this report are presented on a diluted basis.

Operating and Leasing Activity

At September 30, 2018, KRC’s stabilized office portfolio totaled approximately 13.9 million square feet of space located in Los Angeles, Orange County, San Diego, the San Francisco Bay Area and Greater Seattle. During the third quarter, the company signed new or renewing leases in the stabilized office portfolio totaling just under 335,000 square feet of space. At quarter-end, the stabilized office portfolio was 93.5% occupied and 96.6% leased, compared to occupancy of 94.0% at June 30, 2018 and September 30, 2017.

Real Estate Development Activity

At September 30, 2018, KRC had three projects under construction, including 333 Dexter in the South Lake Union submarket of Seattle, Phase I of Academy on Vine, a mixed-use project in the Hollywood submarket of Los Angeles, and Phases I and II of One Paseo, a mixed-use project in the Del Mar submarket of San Diego. These three projects encompass approximately 1.0 million square feet of office space, 608 residential units and 120,000 square feet of retail space and represent a total estimated investment of approximately $1.1 billion. Currently, 82% of the 96,000 square feet of retail space at One Paseo is leased. Further, the company had two projects in the tenant improvement phase totaling approximately 1.2 million square feet of office and PDR space. The office components of the two projects are fully leased to Adobe and Dropbox.

Net Income Available to Common Stockholders / FFO Guidance and Outlook

The company has updated its guidance range of NAREIT-defined FFO per diluted share for the full year 2018 to $3.54 to $3.61 per share, with a midpoint of $3.58 per share, reflecting management’s views on current and future market conditions, including assumptions with respect to rental rates, occupancy levels, and the earnings impact of events referenced in this press release.




	Full Year 2018 Range at September 30, 2018
	Low End			High End
Net income available to common stockholders per share - diluted	$	1.30		$	1.36

Weighted average common shares outstanding - diluted ⁽¹⁾	100,700			100,700

Net income available to common stockholders	$	131,000		$	137,000
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	2,600			3,000
Net income attributable to noncontrolling interests in consolidated property partnerships	14,500			15,500
Depreciation and amortization of real estate assets	244,000			244,000
Gains on sales of depreciable real estate	—			—
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(23,500		)	(24,500		)
Funds From Operations ⁽²⁾	$	368,600		$	375,000

Weighted average common shares/units outstanding – diluted ⁽³⁾	104,000			104,000

Funds From Operations per common share/unit – diluted ⁽²⁾⁽³⁾	$	3.54		$	3.61

Key 2018 assumptions include:


•	Dispositions of approximately $375.0 million


•	Same store cash net operating income growth of 2% to 3%


•	Year-end occupancy of 94.0% to 94.5%


•	Net operating income margin of approximately 70.5% to 71.0%


•	Remaining development spending of approximately $125.0 million to $150.0 million

________________________


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


(2)	See management statement for FFO on page 9.

(3)

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

The company’s guidance estimates for the full year 2018, 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. Although these guidance estimates reflect the impact on the company’s operating results of an assumed range of future disposition activity, these guidance estimates do not include any estimates of possible future gains or losses from possible future dispositions because the magnitude of gains or losses on sales of depreciable operating properties, if any, will depend on the sales price and depreciated cost basis of the disposed assets at the time of disposition, information that is not known at the time the company provides guidance, and the timing of any gain recognition will depend on the closing of the dispositions, information that is also not known at the time the company provides guidance and may occur after the relevant guidance period. We caution you not to place undue reliance on our assumed range of future disposition activity because any potential future disposition transactions will ultimately depend on the market conditions and other factors, including but not limited to the company’s capital needs, the particular assets being sold and the company’s ability to defer some or all of the taxable gain on the sales. These guidance estimates also do not include the impact on operating results from potential future acquisitions, possible capital markets activity, possible future impairment charges or any events outside of the company’s control. There can be no assurance that the company’s actual results will not differ materially from these estimates.

Conference Call and Audio Webcast

KRC management will discuss earnings guidance for fiscal year 2018 during the company’s October 25, 2018 earnings conference call. The call will begin at 10:00 a.m. Pacific Time and last approximately one hour. Those interested in listening via the Internet can access the conference call at https://services.choruscall.com/links/krc181025.html. It may be necessary to download audio software to hear the conference call. Those interested in listening via telephone can access the conference call at (866) 312-7299. International callers should dial (412) 317-1070. In order to bypass speaking to the operator on the day of the call, please pre-register anytime at http://dpregister.com/10115556. A replay of the conference call will be available via telephone on October 25, 2018 through November 1, 2018 by dialing (877) 344-7529 and entering passcode 10115556. International callers should dial (412) 317-0088 and enter the same passcode. The replay will also be available on our website at http://investors.kilroyrealty.com/CustomPage/Index?KeyGenPage=1073743647.

About Kilroy Realty Corporation

Kilroy Realty Corporation (KRC), a publicly traded real estate investment trust and member of the S&P MidCap 400 Index, is one of the West Coast’s premier landlords. The company has over 70 years of experience developing, acquiring and managing office and mixed-use real estate assets. The company provides physical work environments that foster creativity and productivity and serves a broad roster of dynamic, innovation-driven tenants, including technology, entertainment, digital media and health care companies.

At September 30, 2018, the company’s stabilized portfolio totaled approximately 13.9 million square feet of office space located in the coastal regions of Los Angeles, Orange County, San Diego, the San Francisco Bay Area and Greater Seattle and 200 residential units located in the Hollywood submarket of Los Angeles. In addition, KRC had three projects under construction totaling approximately 1.0 million square feet of office space, 608 residential units and 120,000 square feet of retail space as well as two projects in the tenant improvement phase totaling approximately 1.2 million square feet of office and PDR space. The office components of the two projects are fully leased to Adobe and Dropbox.

The company’s commitment and leadership position in sustainability has been recognized by various industry groups across the world. In September 2018, the company was recognized by GRESB both as North American leader across all asset classes and global world leader among all publicly traded real estate companies. Other sustainability accolades include NAREIT’s Leader in the Light award for the past four years, the EPA’s highest honor of Sustained Excellence and winner of Energy Star Partner of the Year for the past five years. The company is listed in the Dow Jones Sustainability World Index. At the end of the third quarter, the company’s stabilized portfolio was 59% LEED certified and 77% of eligible properties were ENERGY STAR certified. 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 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 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 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; our ability to re-lease property at or above current market rates; 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; 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 implementations of, 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; 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, 2017 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 date 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 September 30,				Nine Months Ended September 30,
	2018		2017		2018			2017
Revenues	$	186,562	$	181,534	$	556,456		$	541,440

Net income available to common stockholders ⁽¹⁾	$	34,400	$	66,558	$	98,195		$	122,720

Weighted average common shares outstanding – basic	100,677		98,352		99,711			98,009
Weighted average common shares outstanding – diluted	101,228		98,912		100,209			98,591

Net income available to common stockholders per share – basic ⁽¹⁾	$	0.34	$	0.67	$	0.97		$	1.24
Net income available to common stockholders per share – diluted ⁽¹⁾	$	0.33	$	0.67	$	0.97		$	1.23

Funds From Operations ^(1)(2)(3)	$	94,247	$	89,547	$	279,161		$	260,248

Weighted average common shares/units outstanding – basic⁽⁴⁾	103,841		101,618		102,923			101,353
Weighted average common shares/units outstanding – diluted⁽⁵⁾	104,393		102,178		103,421			101,936

Funds From Operations per common share/unit – basic ⁽³⁾	$	0.91	$	0.88	$	2.71		$	2.57
Funds From Operations per common share/unit – diluted ⁽³⁾	$	0.90	$	0.88	$	2.70		$	2.55

Common shares outstanding at end of period					100,747			98,382
Common partnership units outstanding at end of period					2,025			2,077
Total common shares and units outstanding at end of period					102,772			100,459

					September 30, 2018			September 30, 2017
Stabilized office portfolio occupancy rates: ⁽⁶⁾
Greater Los Angeles					94.7		%	91.0		%
Orange County					89.6		%	94.4		%
San Diego County					92.6		%	93.9		%
San Francisco Bay Area					93.8		%	95.9		%
Greater Seattle					91.5		%	95.2		%
Weighted average total					93.5		%	94.0		%

Total square feet of stabilized office properties owned at end of period: ⁽⁶⁾
Greater Los Angeles					4,182			4,182
Orange County					272			272
San Diego County					2,054			2,044
San Francisco Bay Area					5,317			5,157
Greater Seattle					2,066			2,066
Total					13,891			13,721

________________________

(1)

Net income available to common stockholders and funds from operations includes a provision for bad debts of $1.3 million and $6.7 million for the three and nine months ended September 30, 2018, respectively, and a non-cash charge for the original issuance costs of redeemed preferred stock of $3.7 million and $7.6 million for the three and nine months ended September 30, 2017. Net income available to common stockholders includes gains on sales of depreciable operating properties of $37.3 million and $39.5 million for the three and nine months ended September 30, 2017. Net income available to common stockholders and Funds From Operations include a gain on sale of land of $0.4 million for the three and nine months ended September 30, 2017.


(2)	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.


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


(4)	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.


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


(6)	Occupancy percentages and total square feet reported are based on the company’s stabilized office portfolio for the periods presented. Occupancy percentages and total square feet shown for September 30, 2017 include the office properties that were sold subsequent to September 30, 2017.

KILROY REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands)



	September 30, 2018			December 31, 2017
	(unaudited)
ASSETS
REAL ESTATE ASSETS:
Land and improvements	$	1,127,100		$	1,076,172
Buildings and improvements	5,056,050			4,908,797
Undeveloped land and construction in progress	2,146,430			1,432,808
Total real estate assets held for investment	8,329,580			7,417,777
Accumulated depreciation and amortization	(1,411,529		)	(1,264,162		)
Total real estate assets held for investment, net	6,918,051			6,153,615

Cash and cash equivalents	86,517			57,649
Restricted cash	—			9,149
Marketable securities	23,353			20,674
Current receivables, net	17,519			16,926
Deferred rent receivables, net	261,003			246,391
Deferred leasing costs and acquisition-related intangible assets, net	183,118			183,728
Prepaid expenses and other assets, net	72,675			114,706
TOTAL ASSETS	$	7,562,236		$	6,802,838

LIABILITIES AND EQUITY
LIABILITIES:
Secured debt, net	$	336,866		$	340,800
Unsecured debt, net	2,207,049			2,006,263
Unsecured line of credit	330,000			—
Accounts payable, accrued expenses and other liabilities	360,674			249,637
Accrued dividends and distributions	47,411			43,448
Deferred revenue and acquisition-related intangible liabilities, net	149,059			145,890
Rents received in advance and tenant security deposits	56,258			56,484
Total liabilities	3,487,317			2,842,522

EQUITY:
Stockholders’ Equity
Common stock	1,007			986
Additional paid-in capital	3,965,405			3,822,492
Distributions in excess of earnings	(161,654		)	(122,685		)
Total stockholders’ equity	3,804,758			3,700,793
Noncontrolling Interests
Common units of the Operating Partnership	76,486			77,948
Noncontrolling interests in consolidated property partnerships	193,675			181,575
Total noncontrolling interests	270,161			259,523
Total equity	4,074,919			3,960,316
TOTAL LIABILITIES AND EQUITY	$	7,562,236		$	6,802,838

KILROY REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
REVENUES
Rental income	$	162,288		$	159,954		$	489,674		$	475,527
Tenant reimbursements	21,754			19,665			60,471			58,228
Other property income	2,520			1,915			6,311			7,685
Total revenues	186,562			181,534			556,456			541,440

EXPENSES
Property expenses	35,163			33,070			99,401			97,615
Real estate taxes	17,462			16,371			52,421			50,878
Provision for bad debts	1,338			1,036			6,714			2,743
Ground leases	1,579			1,562			4,726			4,751
General and administrative expenses	19,277			14,514			56,599			43,750
Depreciation and amortization	62,700			62,567			189,421			185,737
Total expenses	137,519			129,120			409,282			385,474

OTHER (EXPENSES) INCOME
Interest income and other net investment gain/loss	342			1,526			1,147			3,629
Interest expense	(11,075		)	(16,151		)	(37,285		)	(51,476		)
Total other (expenses) income	(10,733		)	(14,625		)	(36,138		)	(47,847		)

INCOME FROM OPERATIONS BEFORE GAINS ON SALES OF REAL ESTATE	38,310			37,789			111,036			108,119
Net gain on sale of land	—			449			—			449
Gains on sale of depreciable operating properties	—			37,250			—			39,507
NET INCOME	38,310			75,488			111,036			148,075

Net income attributable to noncontrolling common units of the Operating Partnership	(691		)	(1,394		)	(2,008		)	(2,633		)
Net income attributable to noncontrolling interests in consolidated property partnerships	(3,219		)	(2,984		)	(10,833		)	(9,359		)
Total income attributable to noncontrolling interests	(3,910		)	(4,378		)	(12,841		)	(11,992		)

NET INCOME ATTRIBUTABLE TO KILROY REALTY CORPORATION	34,400			71,110			98,195			136,083

Preferred dividends	—			(808		)	—			(5,774		)
Original issuance costs of redeemed preferred stock	—			(3,744		)	—			(7,589		)
Total preferred dividends	—			(4,552		)	—			(13,363		)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	34,400		$	66,558		$	98,195		$	122,720

Weighted average common shares outstanding – basic	100,677			98,352			99,711			98,009
Weighted average common shares outstanding – diluted	101,228			98,912			100,209			98,591

Net income available to common stockholders per share – basic	$	0.34		$	0.67		$	0.97		$	1.24
Net income available to common stockholders per share – diluted	$	0.33		$	0.67		$	0.97		$	1.23

KILROY REALTY CORPORATION

FUNDS FROM OPERATIONS

(unaudited, in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income available to common stockholders	$	34,400		$	66,558		$	98,195		$	122,720
Adjustments:
Net income attributable to noncontrolling common units of the Operating Partnership	691			1,394			2,008			2,633
Net income attributable to noncontrolling interests in consolidated property partnerships	3,219			2,984			10,833			9,359
Depreciation and amortization of real estate assets	61,609			61,141			186,242			181,875
Gains on sales of depreciable real estate	—			(37,250		)	—			(39,507		)
Funds From Operations attributable to noncontrolling interests in consolidated property partnerships	(5,672		)	(5,280		)	(18,117		)	(16,832		)
Funds From Operations^(1)(2)(3)	$	94,247		$	89,547		$	279,161		$	260,248

Weighted average common shares/units outstanding – basic ⁽⁴⁾	103,841			101,618			102,923			101,353
Weighted average common shares/units outstanding – diluted ⁽⁵⁾	104,393			102,178			103,421			101,936

Funds From Operations per common share/unit – basic ⁽²⁾	$	0.91		$	0.88		$	2.71		$	2.57
Funds From Operations per common share/unit – diluted ⁽²⁾	$	0.90		$	0.88		$	2.70		$	2.55

________________________

(1)

We calculate Funds From Operations available to common stockholders and common unitholders (“FFO”) in accordance with the 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 extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets) and after adjustment for unconsolidated partnerships and joint ventures. 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 $4.8 million and $4.2 million for the three months ended September 30, 2018 and 2017, respectively, and $13.7 million and $12.4 million for the nine months ended September 30, 2018 and 2017, respectively.


(4)	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.


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