<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


        FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 1-12528


                            SPIEKER PROPERTIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                  MARYLAND                                  94-3185802
       ------------------------------                   -------------------
       (State or other jurisdiction of                    (IRS Employer
       incorporation or organization)                   Identification No.)


     2180 SAND HILL ROAD, MENLO PARK, CA                       94025
   ----------------------------------------                  ----------
   (Address of principal executive offices)                  (Zip code)


                                 (650) 854-5600
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  . No     .
                                      -----    -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:


65,202,967 shares of Common Stock, $0.0001 par value as of May 8, 2000.

Page 1 of 20
Exhibit Index is located on Page 19.


<PAGE>   2

                            SPIEKER PROPERTIES, INC.

              QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2000

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                    Page No.
                                                                                                                    --------
<S>                 <C>                                                                                               <C>
PART I.   FINANCIAL INFORMATION

      Item 1.        Financial Statements (unaudited) ...............................................................   3

                     Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 .........................   4
                     Consolidated Statements of Operations for the Three months ended
                          March 31, 2000 and 1999 ...................................................................   6
                     Consolidated Statement of Stockholders' Equity for the Three months ended
                          March 31, 2000 ............................................................................   7
                     Consolidated Statements of Cash Flows for the Three months ended
                          March 31, 2000 and 1999 ...................................................................   8
                     Notes to Consolidated Financial Statements .....................................................   9

      Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations ..........  14

      Item 3.        Quantitative and Qualitative Disclosures About Market Risk .....................................  19

PART II.             OTHER INFORMATION

      Item 6.        Exhibits and Reports on Form 8-K ...............................................................  19
      Signatures ....................................................................................................  20
</TABLE>



                                       2

<PAGE>   3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


Attached are the following unaudited financial statements of Spieker Properties,
Inc. (the "Company"):


        (i)     Consolidated Balance Sheets as of March 31, 2000, and December
                31, 1999

        (ii)    Consolidated Statements of Operations for the Three months ended
                March 31, 2000 and 1999

        (iii)   Consolidated Statement of Stockholders' Equity for the Three
                months ended March 31, 2000

        (iv)    Consolidated Statements of Cash Flows for the Three months ended
                March 31, 2000 and 1999

        (v)     Notes to Consolidated Financial Statements

The financial statements referred to above should be read in conjunction with
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.




                                       3
<PAGE>   4

                            SPIEKER PROPERTIES, INC.

                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2000, AND DECEMBER 31, 1999
                        (unaudited, dollars in thousands)

                                     ASSETS



<TABLE>
<CAPTION>
                                                                                         March 31,          December 31,
                                                                                           2000                 1999
                                                                                        -----------         ------------
<S>                                                                                     <C>                 <C>
INVESTMENTS IN REAL ESTATE
   Land, land improvements and leasehold interests                                      $   811,220         $   816,136
   Buildings and improvements                                                             3,239,633           3,174,430
   Construction in progress                                                                 195,493             180,407
                                                                                        -----------         -----------
                                                                                          4,246,346           4,170,973
   Less - Accumulated depreciation                                                         (331,114)           (316,240)
                                                                                        -----------         -----------
                                                                                          3,915,232           3,854,733
                                                                                        -----------         -----------
   Land held for investment                                                                 129,224             125,356
   Investments in mortgages                                                                  16,104              18,725
   Properties held for disposition, net                                                     112,803              89,220
                                                                                        -----------         -----------

         Net investments in real estate                                                   4,173,363           4,088,034

CASH AND CASH EQUIVALENTS                                                                    11,575              17,114

ACCOUNTS RECEIVABLE, net of allowance for doubtful accounts of $2,023 as of
March 31, 2000 and $2,139 as of December 31, 1999                                             7,489               4,846

DEFERRED RENT RECEIVABLE                                                                     25,331              22,911

RECEIVABLE FROM AFFILIATES                                                                      156                 144

DEFERRED FINANCING AND LEASING COSTS, net of accumulated amortization of $23,027
   as of March 31, 2000 and $20,901 as of December 31, 1999                                  62,778              59,655

FURNITURE, FIXTURES AND EQUIPMENT, net                                                        5,165               5,107

PREPAID EXPENSES, DEPOSITS ON PROPERTIES AND OTHER ASSETS                                    17,416              50,091

INVESTMENT IN AFFILIATES                                                                     20,559              20,583
                                                                                        -----------         -----------

                                                                                        $ 4,323,832         $ 4,268,485
                                                                                        ===========         ===========
</TABLE>



  The accompanying notes are an integral part of these consolidated statements.


                                       4
<PAGE>   5

                            SPIEKER PROPERTIES, INC.

                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2000, AND DECEMBER 31, 1999
              (unaudited, dollars in thousands, except share data)

                      LIABILITIES AND STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                                                March 31,       December 31,
                                                                                                  2000             1999
                                                                                               -----------      ------------
<S>                                                                                            <C>              <C>
DEBT
   Unsecured notes                                                                             $ 1,836,500      $ 1,836,500
   Unsecured short-term borrowings                                                                  73,000           63,012
   Mortgage loans                                                                                   93,289           97,331
                                                                                               -----------      -----------
         Total debt                                                                              2,002,789        1,996,843
                                                                                               -----------      -----------

ASSESSMENT BONDS PAYABLE                                                                             9,679           10,172
ACCOUNTS PAYABLE                                                                                    11,250           13,548
ACCRUED REAL ESTATE TAXES                                                                           13,931            2,628
ACCRUED INTEREST                                                                                    36,988           28,634
UNEARNED RENTAL INCOME                                                                              36,315           33,244
DIVIDENDS AND DISTRIBUTIONS PAYABLE                                                                 54,636           46,977
OTHER ACCRUED EXPENSES AND LIABILITIES                                                              72,245           76,192
                                                                                               -----------      -----------
   Total liabilities                                                                             2,237,833        2,208,238
                                                                                               -----------      -----------

MINORITY INTERESTS                                                                                 273,512          266,802
                                                                                               -----------      -----------

STOCKHOLDERS' EQUITY:
   Series A Preferred Stock: convertible,  cumulative, $.0001 par value, 1,000,000
      shares authorized, issued and outstanding,  $25,000 liquidation preference                    23,949           23,949
   Series B Preferred Stock: cumulative,  redeemable, $.0001 par value, 5,000,000
      shares authorized, 4,250,000 issued and outstanding, $106,250 liquidation preference         102,064          102,064
   Series C Preferred Stock: cumulative,  redeemable, $.0001 par value, 6,000,000
      shares authorized, issued and outstanding,  $150,000 liquidation preference                  145,959          145,959
   Series E Preferred Stock: cumulative,  redeemable, $.0001 par value, 4,000,000
      shares authorized, issued and outstanding,  $100,000 liquidation preference                   96,401           96,401
   Common Stock: $.0001 par value, 660,500,000 shares authorized,  65,128,517 and
      64,961,052 shares issued and outstanding as of March 31, 2000, and December 31,
      1999, respectively                                                                                 6                6
   Excess Stock: $.0001 par value per share, 330,000,000
      shares authorized, no shares issued or outstanding                                                --               --
   Additional paid-in capital                                                                    1,410,834        1,400,550
   Deferred compensation                                                                            (8,366)          (6,347)
   Retained earnings                                                                                41,640           30,863
                                                                                               -----------      -----------
         Total stockholders' equity                                                              1,812,487        1,793,445
                                                                                               -----------      -----------

                                                                                               $ 4,323,832      $ 4,268,485
                                                                                               ===========      ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated statements.


                                       5
<PAGE>   6

                            SPIEKER PROPERTIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
             (unaudited, dollars in thousands, except share amounts)




<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                     ----------------------------
                                                                        2000               1999
                                                                     ---------          ---------
<S>                                                                  <C>                <C>
REVENUES:
   Rental income                                                     $ 167,413          $ 149,214
   Interest and other income                                             2,099              1,434
                                                                     ---------          ---------
                                                                       169,512            150,648
                                                                     ---------          ---------
OPERATING EXPENSES:
   Rental expenses                                                      35,510             31,641
   Real estate taxes                                                    12,497             11,554
   Interest expense, including amortization of finance costs            31,263             28,805
   Depreciation and amortization                                        30,416             25,404
   General and administrative expenses                                   6,569              5,650
                                                                     ---------          ---------
                                                                       116,255            103,054
                                                                     ---------          ---------
   Income from operations before disposition of
      real estate and minority interests                                53,257             47,594
                                                                     ---------          ---------

GAIN ON DISPOSITION OF REAL ESTATE                                      22,209              5,166
                                                                     ---------          ---------

   Income from operations before minority interests                     75,466             52,760
                                                                     ---------          ---------

MINORITY INTERESTS' SHARE OF NET INCOME                                 (9,342)            (7,717)
                                                                     ---------          ---------

   Net income                                                           66,124             45,043
                                                                     ---------          ---------

PREFERRED DIVIDENDS:
   Series A Preferred Stock                                               (854)              (744)
   Series B Preferred Stock                                             (2,510)            (2,510)
   Series C Preferred Stock                                             (2,953)            (2,953)
   Series E Preferred Stock                                             (2,000)            (2,000)
                                                                     ---------          ---------
   Net income available to Common Stockholders                       $  57,807          $  36,836
                                                                     =========          =========

INCOME PER SHARE OF COMMON STOCK:
         Net income - basic                                          $    0.89          $    0.58
                                                                     =========          =========
         Net income - diluted                                        $    0.87          $    0.58
                                                                     =========          =========

DIVIDENDS PER SHARE:
   Series A Preferred Stock                                          $    0.85          $    0.74
                                                                     =========          =========
   Series B Preferred Stock                                          $    0.59          $    0.59
                                                                     =========          =========
   Series C Preferred Stock                                          $    0.49          $    0.49
                                                                     =========          =========
   Series E Preferred Stock                                          $    0.50          $    0.50
                                                                     =========          =========
   Common Stock, including Class C                                   $    0.70          $    0.61
                                                                     =========          =========
</TABLE>



  The accompanying notes are an integral part of these consolidated statements.


                                       6
<PAGE>   7

                            SPIEKER PROPERTIES, INC.

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000
                        (unaudited, dollars in thousands)



<TABLE>
<CAPTION>
                             Series A, B,      Common        Common      Additional
                               C and E          Stock       Stock Par      Paid-in       Deferred      Retained
                            Preferred Stock    Shares         Value        Capital     Compensation     Earnings       Total
                            ---------------  -----------   -----------   -----------   ------------   -----------    -----------
<S>                          <C>             <C>          <C>           <C>           <C>            <C>            <C>
BALANCE AT
  DECEMBER 31, 1999           $   368,373     64,961,052   $         6   $ 1,400,550   $    (6,347)   $    30,863    $ 1,793,445
  Conversion of
  Operating Partnership
  Units                                --         12,500            --           274            --             --            274
  Allocation to
    Minority Interests                 --             --            --         4,690            --             --          4,690
  Restricted Stock Grant               --         80,386            --         2,929        (2,929)            --             --
  Exercise of Stock options            --         74,579            --         2,391            --             --          2,391
  Deferred Compensation
   amortization                        --             --            --            --           910             --            910
  Dividends Declared               (8,317)            --            --            --            --        (47,030)       (55,347)
  Net Income                        8,317             --            --            --            --         57,807         66,124
                              -----------    -----------   -----------   -----------   -----------    -----------    -----------
BALANCE AT
  MARCH 31, 2000              $   368,373     65,128,517   $         6   $ 1,410,834   $    (8,366)   $    41,640    $ 1,812,487
                              ===========    ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>



  The accompanying notes are an integral part of these consolidated statements.



                                       7
<PAGE>   8

                            SPIEKER PROPERTIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                        (unaudited, dollars in thousands)




<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                 March 31
                                                                                      -------------------------------
                                                                                        2000                   1999
                                                                                      ---------             ---------
<S>                                                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income                                                                         $  66,124             $  45,043
   Adjustments to reconcile net income to net cash
     provided by operating activities-
   Depreciation and amortization                                                         30,416                25,404
   Amortization of discount and deferred financing costs                                    544                   599
   Loss from affiliate                                                                       24                    89
   Non-cash compensation                                                                    910                   246
   Minority interests' share of net income                                                9,342                 7,717
   Gain on disposition of real estate                                                   (22,209)               (5,166)
   (Increase) decrease in accounts receivable and other assets                           (4,168)                  807
   Increase in receivable from related parties                                              (13)                   (1)
   Decrease in assessment bonds payable                                                    (214)                 (226)
   Decrease in accounts payable and other accrued expenses and liabilities               (4,084)              (10,775)
   Increase in accrued real estate taxes                                                 11,303                10,512
   Increase in accrued interest                                                           8,354                 7,209
                                                                                      ---------             ---------
         Net cash provided by operating activities                                       96,329                81,458
                                                                                      ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to properties                                                             (128,543)             (106,943)
   Reductions (additions) to deposits on properties, net                                 31,573                  (175)
   Reductions in investment in mortgages                                                  2,621                    --
   Additions to leasing costs                                                            (6,408)               (4,269)
   Proceeds from disposition of real estate                                              44,584                41,268
   Distributions from affiliates                                                             --                   295
                                                                                      ---------             ---------
         Net cash used for investing activities                                         (56,173)              (69,824)
                                                                                      ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from debt                                                                    30,000                65,000
   Payments on debt                                                                     (24,091)              (10,527)
   Payments of dividends and distributions                                              (53,995)              (51,714)
   Proceeds from stock options exercised                                                  2,391                   319
                                                                                      ---------             ---------
         Net cash (used for) provided by financing activities                           (45,695)                3,078
                                                                                      ---------             ---------
         Net increase (decrease) in cash and cash equivalents                            (5,539)               14,712

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                         17,114                 4,916
                                                                                      ---------             ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $  11,575             $  19,628
                                                                                      =========             =========

SUPPLEMENTAL CASH FLOW DISCLOSURE
   Cash paid for interest                                                             $  27,739             $  26,003
</TABLE>



  The accompanying notes are an integral part of these consolidated statements.


                                        8
<PAGE>   9

                            SPIEKER PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 and 1999
                        (unaudited, dollars in thousands)



1.      ORGANIZATION AND BASIS OF PRESENTATION

        Spieker Properties, Inc. (the "Company") was organized in the state of
        Maryland on August 20, 1993, and commenced operations effective with the
        completion of its initial public offering on November 18, 1993. The
        Company qualifies as a real estate investment trust, REIT, under the
        Internal Revenue Code of 1986, as amended. As of March 31, 2000, the
        Company owned an approximate 87.8 percent general and limited
        partnership interest in Spieker Properties, L.P. (the "Operating
        Partnership"). The Company and the Operating Partnership are
        collectively referred to as the "Company."

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Consolidation

        The Company's consolidated financial statements include the consolidated
        financial position of the Operating Partnership and its subsidiaries as
        of March 31, 2000, and December 31, 1999, and its consolidated results
        of operations and cash flows for the three months ended March 31, 2000
        and 1999. The Company's investment in Spieker Northwest, Inc., an
        unconsolidated Preferred Stock subsidiary of the Company, and its
        investment in Spieker Griffin/W9 Associates, LLC are accounted for under
        the equity method. All significant intercompany balances and
        transactions have been eliminated in the consolidated financial
        statements.

        Interim Financial Information

        The consolidated financial statements as of, and for the three months
        ended March 31, 2000 and 1999, have been prepared pursuant to the rules
        and regulations of the Securities and Exchange Commission and, in
        management's opinion, include all adjustments necessary for a fair
        presentation of results for such interim periods. Certain information
        and note disclosures normally included in annual financial statements,
        prepared in accordance with accounting principles generally accepted in
        the United States have been condensed or omitted pursuant to SEC rules
        or regulations; however, the Company believes that adequate disclosures
        have been made.

        The interim results for the three months ended March 31, 2000 and 1999,
        are not necessarily indicative of results for the full year. It is
        suggested that these financial statements be read in conjunction with
        the consolidated financial statements and notes thereto included in the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1999.

        Land Held for Investment

        The Company has incurred costs related to land parcels that are either
        held for investment or are in a design and approval process. As of March
        31, 2000, approximately $26.2 million of construction in progress is
        associated with these land parcels.

        Minority Interests

        Minority interests in the Company consists of the limited partners'
        interest in the Operating Partnership of approximately 12.2% at March
        31, 2000 and 12.0% at December 31, 1999.



                                        9
<PAGE>   10

        Net Income Per Share of Common Stock

        Per share amounts for the Company are computed using the weighted
        average common shares outstanding during the period. Additionally,
        earnings used in the calculation are reduced by dividends owed to
        preferred stockholders. The diluted weighted average common shares
        outstanding include the dilutive effect of stock options and Series A
        Preferred Stock. The basic and diluted weighted average common shares
        outstanding for the three months ended March 31, 2000 and 1999 are as
        follows:


<TABLE>
<CAPTION>
                                           Basic Weighted Average               Diluted Weighted Average
                                        Common Shares Outstanding               Common Shares Outstanding
                                        -------------------------               -------------------------
<S>                                             <C>                                     <C>
          Three Months Ended:
               March 31, 2000                   65,071,321                               67,247,908
               March 31, 1999(1)                63,223,217                               65,048,670
</TABLE>

        (1)     Includes the weighted average effect of Class C Common Stock.
                The Class C Common Stock was converted into Common Stock during
                the first quarter of 1999.


        Reclassifications

        Certain items in the 1999 financial statements have been reclassified to
        conform to the 2000 presentation.

        Use of Estimates

        The preparation of financial statements, in conformity with accounting
        principles generally accepted in the United States, requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosure of contingent assets and
        liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results could differ from those estimates.

3.      ACQUISITIONS AND DISPOSITIONS

        Acquisitions

        The Company acquired the following properties (the "2000 Acquisitions")
        during the three months ended March 31, 2000:


<TABLE>
<CAPTION>
                                                                           Property         Total Rentable
               Project Name           Region-Location                       Type(1)           Square Feet        Initial Cost(2)
               ------------           ---------------                      ---------        ---------------      ----------------
<S>                                  <C>                                     <C>               <C>                  <C>
               Larkspur Landing       Peninsula/NorthBay-Larkspur, CA          O                189,040              $42,083
               Quadrant Plaza         Pacific Northwest-Bellevue, WA           O                145,585               33,447
                                                                                                -------              -------
                                                                                                334,625              $75,530
                                                                                                =======              =======
</TABLE>

                (1)     "O" indicates office property.

                (2)     Represents the initial acquisition costs of the
                        properties excluding any additional repositioning costs.

        During the quarter, the Company also acquired an asset to be redeveloped
        in Southern California at an initial cost of $11.5 million.

        During the three months ended March 31, 1999, the Company acquired two
        office properties totaling 393,739 square feet at an initial cost was
        $58,901.



                                       10
<PAGE>   11

        Dispositions

        The Company disposed of the following properties (the "2000
        Dispositions") during the three months ended March 31, 2000.

<TABLE>
<CAPTION>
                                                                                              Property     Total Rentable
               Project Name                             Region- Location                      Type(1)        Square Feet
               ------------                             ----------------                      --------     --------------
<S>                                                    <C>                                       <C>         <C>
               City Commerce Park                       Pacific Northwest-Seattle, WA             I           179,413
               Commerce Park West III                   East-Bay/Sacramento-Sacramento, CA        L                --(2)
               Front Street                             East-Bay/Sacramento-Sacramento, CA        I            47,322
               Vasco Landing                            East-Bay/Sacramento-Livermore, CA         L                --(3)
               Woodinville Corporate Center I           Pacific Northwest-Woodinville, WA         I           170,793
               Woodinville Corporate Center III         Pacific Northwest-Woodinville, WA         I           250,502
</TABLE>

                (1)     I- Industrial; L- Land.

                (2)     Represents sale of approximately 4.7 acres.

                (3)     Represents sale of approximately 0.8 acres.

        The gross proceeds for land and property dispositions were $45,819 for
        the three months ended March 31, 2000. Cash proceeds, net of closing
        costs, received from the dispositions were $44,584. These proceeds were
        used to fund the Company's recent acquisitions. Gain recognized on
        disposition of real estate for the three months ended March 31, 2000 was
        $22,209.

        During the three months ended March 31, 1999, the aggregated disposition
        proceeds for the land and property were $42,420. Included in the
        proceeds were $5,170 recognized for a condemnation gain. Cash proceeds,
        net of closing costs, received from the disposition of the property and
        land were $5,166.

4.      TRANSACTIONS WITH AFFILIATES

        Revenues and Expenses

        The Company received $313 for the three months ended March 31, 2000 and
        $337 for the three months ended March 31, 1999, for management services
        provided to certain properties that are controlled and operated by
        either Spieker Northwest, Inc., Spieker Griffin/W9 Associates, LLC or
        Spieker Partners. Certain officers of the Company are partners in
        Spieker Partners.

        Receivable From Affiliates

        The $156 receivable from affiliates at March 31, 2000, and the $144 at
        December 31, 1999, represents management fees and reimbursements due
        from Spieker Northwest, Inc., Spieker Griffin/W9 Associates, LLC and
        Spieker Partners.

        Investments in Mortgages

        Included in Investments in Mortgages of $16,104 at March 31, 2000 and
        $18,725 at December 31, 1999 are loans to Spieker Northwest, Inc., or
        SNI. The loans are secured by deeds of trust on real property, bear
        interest at 8.5%, and mature in 2012. Interest income on the notes of
        $342 is included in interest and other income for the three months ended
        March 31, 2000 and $342 for 1999.

        Investment in Affiliates

        The investment in affiliates represents an investment in SNI. The
        Company owns 95% of the non-voting Preferred Stock of SNI. Certain
        senior officers and one former officer of the Company own 100% of the
        voting stock of SNI. At March 31, 2000, SNI owned 225,815 square feet of
        office and industrial property located in California. In addition, SNI
        owns 1 parcel of land totaling 3.4 acres. In addition to property
        ownership, SNI provides property management services to certain
        properties owned by Spieker Partners.

        Additionally, investment in affiliates represents the 12.5% common
        interest and 37.5% preferred interest in Spieker Griffin/W9 Associates,
        LLC. Spieker Griffin/W9, LLC Associates owns a 535,000 square foot
        office complex, located in Orange County, California, which is managed
        by the Company.


                                       11
<PAGE>   12

5.      PROPERTIES HELD FOR DISPOSITION

        The Company continues to review its portfolio and its long-term strategy
        for properties. The Company will dispose of, over time, assets that do
        not have a strategic fit within the portfolio. Included in properties
        held for disposition of $112,803 at March 31, 2000, are twelve
        properties and two land parcels. Three industrial properties are located
        in the Pacific Northwest. Three industrial properties, one office
        property, and one land parcel are located in Southern California. Four
        industrial properties, one office property and one land parcel are
        located in Northern California.

        The following summarizes the condensed results of operations of the
        properties held for disposition at March 31, 2000 for the three months
        ended March 31, 2000 and 1999.


<TABLE>
<CAPTION>
                                                         2000            1999
                                                       -------          -------
<S>                                                    <C>              <C>
               Revenues                                $ 4,772          $ 4,473
               Property Operating Expenses(1)           (1,087)          (1,033)
                                                       -------          -------
               Net Operating Income                    $ 3,685          $ 3,440
                                                       =======          =======
</TABLE>

                (1)     Property Operating Expenses includes property related
                        rental expenses and real estate taxes.

6.      DEBT


<TABLE>
<CAPTION>
                                                                                                         MARCH 31,
                                                                                                            2000
                                                                                                        ----------
<S>                                                                                                    <C>
               Unsecured investment grade notes, fixed interest rates varying from
                 6.65% to 8.00% payable semi-annually, due from 2000 to 2027                            $1,836,500
               Unsecured short-term borrowings (see "Facility" below), due 2001                             73,000
               Mortgage loans, fixed interest rates varying from 7.00% to 9.88%,
               due 2001 to 2013(1)                                                                          93,289
                                                                                                        ----------
                                                                                                        $2,002,789
                                                                                                        ==========
</TABLE>

                (1)     Mortgage loans generally require monthly principal and
                        interest payments.

        The Company has a $250,000 Unsecured Line of Credit Facility, Facility,
        which matures in August 2001. The Facility carries interest at the
        London Interbank Offering Rate plus 0.80%. The one-month LIBOR at March
        31, 2000 was 6.13%. The Facility also includes an annual administrative
        fee of $50 and an annual Facility fee of 0.20%. The Facility is subject
        to financial covenants concerning leverage, interest coverage and
        certain other ratios. The Company is currently in compliance with all of
        the covenants of the Facility concerning its indebtedness.

        The Company's unsecured investment grade notes are subject to financial
        covenants concerning leverage, interest coverage and certain other
        ratios. The Company is currently in compliance with all of the covenants
        in the unsecured note agreements governing its indebtedness.

        The Company capitalized interest of $5,389 for the three months ended
        March 31, 2000 and $5,022 for the same period in 1999.



                                       12
<PAGE>   13

7.      DIVIDENDS AND DISTRIBUTIONS PAYABLE

        The dividends and distributions payable at March 31, 2000, and December
        31, 1999, represent amounts payable to stockholders of record and
        distributions payable to minority interest holders as of the same dates.
        The stockholders of record and minority interests holders are as
        follows:


<TABLE>
<CAPTION>
                                                                             March 31,               December 31,
                                                                               2000                      1999
                                                                            ----------               ------------
<S>                                                                         <C>                      <C>
               Shares of:
                        Common Stock                                        65,128,517               64,961,052
                        Series A Preferred Stock                             1,000,000                1,000,000
                        Series B Preferred Stock                             4,250,000                4,250,000
                        Series C Preferred Stock                             6,000,000                6,000,000
                        Series E Preferred Stock                             4,000,000                4,000,000
               Units of:
                        Minority Interest Holders                            9,033,303                8,822,915
                        Minority Interest Holders - Preferred                1,500,000                1,500,000
</TABLE>


8.      RESTRICTED STOCK

        Effective June 9, 1999, the Board of Directors passed a resolution
        authorizing the issuance of up to 3,164,935 restricted shares of common
        stock of the Company pursuant to Restricted Stock Agreements, and
        immediately issued 201,610 of the newly authorized shares in exchange
        for previously outstanding unvested restricted shares granted in 1997,
        1998 and 1999 under the Stock Incentive Plan. As of March 31, 2000, a
        total of 283,095 restricted shares have been issued.

9.      SEGMENT INFORMATION

        The Company has five reportable segments: Pacific Northwest; East
        Bay/Sacramento, California; Peninsula/NorthBay, California; Silicon
        Valley, California; and Southern California. Each region has a Regional
        President who is directly responsible for managing all phases of the
        region's operations including acquisition, development, leasing and
        property management. Each reportable segment includes both office and
        industrial properties which are leased to tenants engaged in various
        types of businesses. The accounting policies of the five regions are the
        same as those described in the summary of significant accounting
        policies. The Company evaluates performance based upon the combined net
        operating income of the properties in each segment. Each of the five
        operating regions consists of differing mixes of office and industrial
        properties. The rental income and net operating income for the regions
        is not comparable, given the differing mixes of properties within the
        regions.

        During the first quarter of 2000, the Company split the North-East
        Bay/Sacramento region into two regions. The two new regions are now
        called East Bay/Sacramento and Peninsula/NorthBay. The 1999 rental
        income and net operating income disclosure below has been restated to
        reflect these new regions. Significant information used by the Company
        in the reportable segments for the three months ended March 31, 2000 and
        1999 is as follows:


<TABLE>
<CAPTION>
                                             Pacific        East Bay/      Peninsula/       Silicon         Southern
                                            Northwest     Sacramento(1)    NorthBay(1)       Valley        California       Total
                                            ---------    ---------------  ------------     ----------      ----------     ---------

<S>                                         <C>             <C>             <C>            <C>            <C>            <C>
         2000 Rental Income                 $  33,134       $  28,281       $  19,525      $  39,247      $  47,226      $ 167,413
         1999 Rental Income                    32,158          22,121          16,936         34,627         43,372        149,214

         2000 Net Operating Income(2)          23,345          20,687          13,293         31,156         30,925        119,406
         1999 Net Operating Income(2)          23,095          15,067          11,829         27,332         28,696        106,019

         2000 Additions to Properties(3)       33,447              --                             --             --         33,447
         2000 Reductions to Properties(3)     (19,600)         (2,176)             --             --             --        (21,776)
</TABLE>

        (1)    The basis of the assets transferred from the split of the
               North-East Bay/Sacramento region was $803,710 to the East
               Bay/Sacramento region and $477,242 to the Peninsula/North Bay
               region

        (2)    Net operating income for the properties is calculated by
               subtracting property related rental expenses and real estate
               taxes from rental income on the accompanying consolidated
               statements of operations

        (3)    See Note 3 to the consolidated financial statements for the
               related square footage by region of the additions and reductions
               to properties


                                       13
<PAGE>   14

10.     SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS


<TABLE>
<CAPTION>
                                                                                                   Three Months Ended
                                                                                                        March 31,
                                                                                                   -------------------
                                                                                                    2000         1999
                                                                                                   ------       ------
<S>                                                                                                <C>          <C>
        Increase to land and assessment bonds payable                                              $   34       $   82
        Write-off of fully depreciated property                                                     7,027        1,362
        Write-off of fully depreciated furniture, fixtures and equipment                              204           89
        Write-off of fully amortized deferred financing and leasing costs                             921          281
        Restricted Stock grants, net of amortization                                                2,019           --
        Capital recorded in relation to properties acquired with Operating Partnership Units        8,638           --
</TABLE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        Statements contained in this Item 2, "Management's Discussion and
        Analysis of Financial Conditions and Results of Operations," and
        elsewhere in this Quarterly Report on Form 10-Q which are not historical
        facts may be forward-looking statements. Such statements are subject to
        certain risks and uncertainties which could cause actual results to
        differ materially from those projected, including, but not limited to,
        those risks and special considerations set forth in the Company's other
        SEC filings. Readers are cautioned not to place undue reliance on these
        forward-looking statements which speak only as of the date hereof. The
        Company undertakes no obligation to publicly release any revisions to
        these forward-looking statements to reflect events or circumstances
        after the date hereof or to reflect the occurrence of unanticipated
        events.

        RESULTS OF OPERATIONS

        The following comparison is of the Company's consolidated operations for
        the three month period ended March 31, 2000, as compared to the
        corresponding period ended March 31, 1999 (amounts in tables are
        presented in millions).



<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED MARCH 31,
                                              --------------------------------------------------------------
           Rental Revenues                                                                   CHANGE
           ---------------                                                        --------------------------
                                               2000              1999                $                   %
                                              ------            ------            ------              ------
<S>                                           <C>               <C>               <C>                    <C>
               1999 Core Portfolio            $155.3            $141.8            $ 13.5                 9.5%
               1999 Acquisitions                 4.1               0.6               3.5               583.3
               2000 Acquisitions                 0.8                --               0.8                  --
               Developments                      6.9               0.8               6.1               762.5
               Dispositions                      0.3               6.0              (5.7)              (95.0)
                                              ------            ------            ------              ------
                                              $167.4            $149.2            $ 18.2                12.2%
                                              ======            ======            ======              ======
</TABLE>

For the quarter ended March 31, 2000 rental revenues increased by $18.2 million.
$13.5 million of the rental revenue increase is generated by the "1999 Core
Portfolio", defined as properties owned at January 1, 1999 and still owned at
March 31, 2000. The increase in the 1999 Core Portfolio revenue was attributable
to higher rental rates realized on the renewal and re-leasing of the Company's
rentable space.

During the quarter, the Company completed 348 lease transactions for the renewal
and re-lease of 2.1 million square feet of second generation space. Rollover
effective rent growth on these leases was on average, 60.2% higher than the
previous rents received on those same spaces. This rent growth is the
measurement of the difference between effective (average) rents on new and
renewed leases as compared to the expiring coupon rent on those same spaces.

The Developments contributed $6.1 million to the rental revenue increase for the
quarter. This increase in income is due to the growing occupancy levels of the
completed developments. The Developments include both properties completed and
added to the Company's portfolio of stabilized properties, as well as properties
currently in the development pipeline. The Company considers properties
"stabilized" at the earlier of eighteen months after shell completion or when a
95.0% occupancy rate has been reached. The Company's development pipeline at
March 31, 2000 consists of seventeen properties totaling 2.7 million square feet
and representing an estimated cost of $471.7 million. These developments were
81.4% preleased at March 31, 2000.



                                       14
<PAGE>   15

The 1999 Acquisitions contributed $3.5 million to the rental revenue increase
for the quarter. During 1999, the Company acquired five office properties
totaling 807,037 square feet for a total investment of $134.3 million. The
properties were acquired at various dates throughout the year, therefore a full
quarter's worth of revenue and expense may not be reflected in the three months
ended March 31, 2000.

The 2000 Acquisitions contributed $0.8 million of the increase in rental
revenues for the quarter ended March 31, 2000. The 2000 Acquisitions include two
office properties totaling 334,625 square feet for a total investment of $79.5
million. These properties were acquired on various dates throughout the quarter
and, as such, a full quarter's revenues and expenses were not recognized during
the period. As used herein, the term "total investment" represents the initial
purchase price of acquisitions, plus projected costs of certain repositioning
and rehab capital expenditures anticipated at the time of purchase.

The increases in rental revenues are partially offset by a decrease of $5.7
million attributable to properties which the Company disposed of during the
three months ended March 31, 2000. The 2000 Dispositions took place at various
dates during the quarter, therefore a full quarter's worth of revenues and
expenses may not be reflected in the 2000 rental revenues. During the quarter
the Company disposed of four properties totaling 648,030 square feet and two
land parcels. Three properties totaling 600,708 square feet represent the
continuing disposition of approximately 3.6 million square feet of the Seattle
industrial portfolio. To date, 2.8 million square feet of this portfolio has
been disposed.


<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED MARCH 31,
                                                    -------------------------------------------------------
                                                                                             CHANGE
                                                                                    -----------------------
                                                     2000            1999             $                 %
                                                    ------          ------          ------            ----
<S>                                                 <C>             <C>             <C>               <C>
               Interest and Other Income            $  2.1          $  1.4          $  0.7            50.0%
</TABLE>


Interest and other income increased due to additional management fees collected
from outside parties, and from interest income on deposits held in escrow from
sold properties. Average cash balances for the three month period ended March
31, 2000 were $20.9 million and for 1999 were $21.9.


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED MARCH 31,
                                            ---------------------------------------------------------
                                                                                     CHANGE
                                                                              -----------------------
          Property Operating Expenses        2000            1999               $                  %
          ---------------------------       -----            -----            -----             -----
<S>                                        <C>              <C>              <C>                <C>
               Rental Expenses              $35.5            $31.6            $ 3.9              12.3%
               Real Estate Taxes             12.5             11.6              0.9               7.8
                                            =====            =====            =====             =====
                                            $48.0            $43.2            $ 4.8              11.1%
                                            =====            =====            =====             =====
</TABLE>



                                       15
<PAGE>   16


<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED MARCH 31,
                                                      -----------------------------------------------------------
                                                                                                 CHANGE
                                                                                         ------------------------
               Property Operating Expenses             2000              1999              $                  %
               ---------------------------            -----             -----            -----              -----
<S>                                                  <C>               <C>              <C>                <C>
                     1999 Core Portfolio              $44.4             $41.2            $ 3.2                7.8%
                     1999 Acquisitions                  1.3               0.2              1.1              550.0
                     2000 Acquisitions                  0.2                --              0.2                 --
                     Developments                       2.0               0.7              1.3              185.7
                     Dispositions                       0.1               1.1             (1.0)             (90.9)
                                                      -----             -----            -----              -----
                                                      $48.0             $43.2            $ 4.8               11.1%
                                                      =====             =====            =====              =====
               Property Operating Expenses
                  as % of Rental Revenues              28.7%             29.0%
                                                      =====             =====
</TABLE>


        The overall increase in rental expenses and real estate taxes,
        collectively referred to as "property operating expenses", is primarily
        a result of the growth in the square footage of the Company's portfolio
        of office properties, as well as higher compensation costs included in
        the Company's rental expenses. These increases are consistent with the
        increases in rental revenue.

        Rental revenues net of property operating expenses, referred to as "net
        operating income," is presented in the following table:



<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED MARCH 31,
                                              ------------------------------------------------------------------
                                                                                               CHANGE
                                                                                    ----------------------------
       Net Operating Income                     2000               1999                $                    %
       --------------------                   -------            -------            -------              -------
<S>                                           <C>                <C>                <C>                     <C>
               1999 Core Portfolio            $ 110.9            $ 100.6            $  10.3                 10.2%
               1999 Acquisitions                  2.8                0.4                2.4                600.0
               2000 Acquisitions                  0.6                 --                0.6                   --
               Developments                       4.9                0.1                4.8              4,800.0
               Dispositions                       0.2                4.9               (4.7)               (95.9)
                                              -------            -------            -------              -------
                                              $ 119.4            $ 106.0            $  13.4                 12.6%
                                              =======            =======            =======              =======
</TABLE>


<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED MARCH 31,
                                                                -----------------------------------------------------------
                                                                                                              CHANGE
                                                                                                   ------------------------
       Other Expenses                                             2000             1999            $ CHANGE             %
       --------------                                           -------           -------          --------           -----
<S>                                                             <C>               <C>               <C>                <C>

               Interest Expense, including
                  Amortization of Finance Costs                 $  31.3           $  28.8           $  2.5             8.7%
               Depreciation and Amortization Expense               30.4              25.4              5.0            19.7
               G & A Expenses                                       6.6               5.6              1.0            17.9
               G & A Expenses as % of
                  Rental Revenues                                   3.9%              3.8%
               Capitalized Interest                             $   5.4           $   5.0
</TABLE>


        Interest expense increased due to a higher total average outstanding
        debt balance in the first quarter of 2000. This increase is the net
        effect of additions to interest expense from additional note offerings,
        which occurred during the second quarter of 1999, offset by lower
        balances in the Company's unsecured short-term borrowings and a slight
        increase in interest capitalized in relation to the Developments that
        the Company had in process. The average outstanding debt for the three
        months was $2.0 billion in 2000 compared to $1.9 billion in 1999.



                                       16
<PAGE>   17

        Depreciation and amortization expense increased by $5.0 million for the
        three month period ended March 31, 2000, compared with the same period
        in 1999, due primarily to the 1999 Acquisitions and the Developments.

        General and administrative expenses increased by $1.0 million for the
        three month period ended March 31, 2000 as compared with the same period
        in 1999, primarily as a result of increases in salaries given current
        wage pressures experienced on the West Coast. General and administrative
        expenses during 2000 have, however remained consistent with 1999 levels
        on a percentage of revenue basis.


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                        --------------------------------------------------------
                                                                                                   CHANGE
                                                                                         -----------------------
                                                         2000              1999          $ CHANGE            %
                                                        -------          -------         --------           ----
<S>                                                     <C>              <C>              <C>               <C>
               Income from Operations before
                  Disposition of Real Estate
                  and Minority Interests                $  53.3          $  47.6          $  5.7            12.0%
</TABLE>

        The increase in income from operations before disposition of real estate
        and minority interests of $5.7 million for the three month period ended
        March 31, 2000 is principally due to rent increases in the 1999 Core
        Portfolio, 1999 Acquisitions and the Developments.

        During the first quarter of 2000, the Company recorded gains on the
        dispositions of two land parcels and four industrial properties totaling
        $22.2 million (see Note 3 to the consolidated statements).

        LIQUIDITY AND CAPITAL RESOURCES

        For the quarter ended March 31, 2000, the Company generated $96.3
        million in cash flows from operating activities. These cash flows were
        primarily generated by net income provided by its operating properties.
        The cash flows from investing activities of ($56.2) million was the net
        effect of the additions of real estate assets offset by proceeds from
        the disposition of assets. The cash flows from financing activities of
        ($45.7) million can be attributed to the payments of dividends and
        distributions. During the first three months of 2000, net cash provided
        by financing activities consisted of net borrowings of approximately
        $10.0 million under its Facility and principal payments of $4.0 million
        on mortgage loans. Payments of dividends and distributions increased by
        $2.3 million due to a 14.8% increase in common share and operating
        partnership unit distribution rate to $.70 per share and unit for 2000
        from $.61 per share in 1999, as well as a higher number of common and
        preferred shares outstanding.

        The principal sources of funding for acquisitions, development,
        expansion and renovation of the properties and debt maturities are the
        Company's unsecured short-term borrowings, public and privately placed
        equity financing, public unsecured debt financing, the issuance of
        partnership units in the Operating Partnership, proceeds from
        dispositions, the assumption of secured debt on properties acquired and
        cash flow provided by operations. The Company believes that its
        liquidity and its ability to access capital and proceeds from
        disposition of non-strategic assets are adequate to continue to meet
        liquidity requirements for the foreseeable future.

        At March 31, 2000, the Company had no material commitments for capital
        expenditures related to the renewal or re-leasing of space. The Company
        believes that the cash provided by operations and its Facility provide
        sufficient sources of liquidity to fund capital expenditure costs
        associated with the renewal or re-leasing of space.

        As of March 31, 2000, the Operating Partnership had $1.8 billion of
        investment grade rated unsecured debt securities outstanding. The debt
        securities have interest rates which vary from 6.65% to 8.0%, and
        maturity dates which range from 2000 to 2027. The Company is currently
        in compliance with all of the covenants in the unsecured note
        agreements.

        The Company has a $250.0 million Unsecured Line of Credit Facility, or
        Facility, bearing interest at the London Interbank Offering Rate plus
        .80%. The Facility matures in August 2001 and has a competitive bid
        option that allows the Company to request bids from the lenders for
        advances up to $150.0 million. At March 31, 2000, the Company had $73.0
        million outstanding under the Facility. The Facility is subject to
        financial covenants concerning leverage, interest coverage and certain
        other ratios. The Company is currently in compliance with all of the
        covenants in the Facility.



                                       17
<PAGE>   18

        In addition to the unsecured debt securities and the Facility, the
        Company has $93.3 million of secured indebtedness (the "Mortgages") at
        March 31, 2000. The Mortgages have interest rates varying from 7.00% to
        9.88% and maturity dates from 2001 to 2013. The Mortgages are secured by
        a first or second deed of trust on the related properties and generally
        require monthly principal and interest payments. The Company also has
        $9.7 million of assessment bonds outstanding as of March 31, 2000.

        The Company has the capacity pursuant to shelf registration statements
        to issue up to approximately $663.8 million in equity securities and the
        Operating Partnership has the capacity to issue up to $413.5 million in
        debt securities.

        FUNDS FROM OPERATIONS

        The Company considers Funds from Operations to be a useful financial
        measure of the operating performance of an equity REIT because, together
        with net income and cash flows, Funds from Operations provides investors
        with an additional basis to evaluate the ability of a REIT to incur and
        service debt and to fund acquisitions, developments, and other capital
        expenditures. Funds from Operations does not represent net income or
        cash flows from operations as defined by generally accepted accounting
        principles, or GAAP, and Funds from Operations should not be considered
        as an alternative to net income as an indicator of the Company's
        operating performance or as an alternative to cash flows as a measure of
        liquidity. Funds from Operations does not measure whether cash flow is
        sufficient to fund all of the Company's cash needs including principal
        amortization, capital improvements, and distributions to stockholders.
        Funds from Operations does not represent cash flows from operating,
        investing, or financing activities as defined by GAAP. Further, Funds
        from Operations as disclosed by other REITs may not be comparable to the
        Company's calculation of Funds from Operations, as described below.

        Pursuant to the National Association of Real Estate Investment Trusts
        revised definition of Funds from Operations, the Company calculates
        Funds from Operations by adjusting net income before minority interest,
        calculated in accordance with GAAP, for certain non-cash items,
        principally the amortization and depreciation of real property and for
        dividends on shares and other equity interests that are not convertible
        into shares of Common Stock. The Company does not add back the
        depreciation of corporate items, such as computers or furniture and
        fixtures, or the amortization of deferred financing costs or debt
        discount. However, the Company eliminates the effect of straight-line
        rents, as defined under GAAP, in its FFO calculation, as management
        believes this presents a more meaningful picture of rental income over
        the reporting period.

        Funds from Operations per share is calculated based on weighted average
        shares outstanding, assuming the conversion of all shares of dilutive
        Series A Preferred Stock, and all Operating Partnership units
        outstanding into shares of Common Stock and including the dilutive
        effect of stock option equivalents computed using the treasury stock
        method.

                       STATEMENT OF FUNDS FROM OPERATIONS
                             (amounts in thousands)



<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                ------------------------------
                                                                                March 31,            March 31,
                                                                                  2000                 1999
                                                                                ---------            ---------
<S>                                                                            <C>                  <C>
        Income from operations before disposition of real estate
        and minority interests:                                                 $ 53,257             $ 47,594
        Dividends on Series B Preferred Stock                                     (2,510)              (2,510)
        Dividends on Series C Preferred Stock                                     (2,953)              (2,953)
        Dividends on Series E Preferred Stock                                     (2,000)              (2,000)
        Distributions on Preferred Operating Partnership Units                    (1,441)              (2,527)
                                                                                --------             --------
           Income from Operations after Series B, C and E dividends,
           and Preferred Operating Partnership Unit distributions                 44,353               37,604
                                                                                --------             --------
        Add:
           Depreciation and Amortization                                          30,064               25,102
           Other, net                                                                422                   38
                                                                                --------             --------
              Funds from Operations before Straight-line rent                     74,839               62,744
                                                                                --------             --------
           Straight-line rent                                                     (2,420)              (2,548)
                                                                                --------             --------
           Funds from Operations                                                $ 72,419             $ 60,196
                                                                                ========             ========

        Weighted average diluted share equivalents outstanding                    76,141               73,919
                                                                                ========             ========
</TABLE>



                                       18
<PAGE>   19

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company uses fixed and variable rate debt to finance its operations.
        The information below summarizes the Company's market risks associated
        with debt outstanding as of March 31, 2000. The following table presents
        principal cash flows and related weighted average interest rates by year
        of maturity.



<TABLE>
<CAPTION>
                                                   EXPECTED MATURITY DATE
                                                       (in millions)

                                     2000          2001          2002           2003        2004      THEREAFTER       TOTAL
                                  ---------     ---------     ---------         ----     ---------    ----------     ---------
<S>                               <C>           <C>           <C>              <C>      <C>           <C>           <C>
        Fixed Rate Debt(1)        $   100.0     $   151.3     $   110.0          --      $   300.0     $ 1,268.5     $ 1,929.8
        Average Interest Rate          6.65%         7.22%         6.95%         --           6.83%         7.29%         7.16%
        Variable Rate Debt(2)            --     $    73.0            --          --             --            --     $    73.0
        Average Interest Rate            --          6.77%           --          --             --            --          6.77%
</TABLE>

        (1)     Represents 96.4% of all debt outstanding.

        (2)     Represents 3.6% of all debt outstanding.

        The carrying amount of the Company's debt approximates fair value. The
        Company's fixed and variable rate debt is described in "Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations." At March 31, 2000, the Company had no interest rate caps or
        swaps.

        PART II. OTHER INFORMATION

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (A)     Exhibits

                The exhibits listed below are filed as part of this quarterly
                report on Form 10-Q.

        Exhibit Number

        27.1    Financial Data Schedule (EDGAR Filing Only)

        (B)     Reports on Form 8-K

                None.






                                       19
<PAGE>   20

                                   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 there unto duly authorized.




                                           Spieker Properties, Inc.
                                           (Registrant)




Dated: May 12, 2000                        /s/  Elke Strunka
                                           ----------------------------------
                                           Elke Strunka
                                           Vice President and
                                           Principal Accounting Officer





                                       20
<PAGE>   21
                                 EXHIBIT INDEX


Exhibit No.       Description
-----------       -----------
   27.1           Financial Data Schedule