8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (date of earliest event reported)

February 11, 2008

Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-33106	20-3073047
(State or other jurisdiction of incorporation)	Commission file number	(I.R.S. Employer identification No.)

808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code

(310) 255-7700

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

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

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

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

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

Item 2.02 Results of Operations and Financial Conditions

On February 11, 2008, Douglas Emmett, Inc. issued a press release setting forth the results for the Company for the quarter and year ended December 31, 2007 and provided certain Supplemental Financial and Operating Information.  The press release is attached hereto as Exhibit 99.1 and the Supplemental Financial and Operating Information is attached hereto as Exhibit 99.2. The information contained in this report on Form 8-K, including the Exhibits, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Douglas Emmett, Inc. under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Douglas Emmett, Inc. dated February 11, 2008.

99.2 Supplemental Financial and Operating Information provided by Douglas Emmett, Inc. on February 11, 2008.

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 thereunto duly authorized.

	DOUGLAS EMMETT, INC.
Dated: November 6, 2007	By:	/s/ WILLIAM KAMER
		William Kamer
		Chief Financial Officer

EX-99.1

FOR IMMEDIATE RELEASE

Mary Jensen, Vice President – Investor Relations

310.255.7751 or mjensen@douglasemmett.com

Douglas Emmett, Inc. Announces

2007 Fourth Quarter and Year-End Earnings Results

Reports FFO For the Quarter of $0.31 Per Diluted Share and

FFO For the Year of $1.17 Per Diluted Share

SANTA MONICA, CALIFORNIA – February 11, 2008 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT) focused on owning and acquiring top-tier office properties and multifamily communities within targeted submarkets, today announced its fourth quarter and year-end financial results for the quarter and year ended December 31, 2007.

Financial Results

Funds From Operations (FFO) for the quarter ended December 31, 2007 totaled $49.2 million, or $0.31 per diluted share.  For the year ended December 31, 2007, FFO totaled $190.9 million, or $1.17 per diluted share. The Company reported a GAAP net loss of $5.7 million, or approximately ($0.05) per diluted share, for the quarter ended December 31, 2007 and a GAAP net loss of $13.0 million, or ($0.12) per diluted share, for the year ended December 31, 2007.

Company Operations

As of December 31, 2007, the Company’s office portfolio was 95.7% leased, which was consistent with the previous period ending September 30, 2007. Occupancy for the Company’s office portfolio was 95.0% as of December 31, 2007 compared to 93.9% occupied as of September 30, 2007.  The occupied percentage represents the leased portion of the Company’s office portfolio less those leases where the rent commencement date has yet to occur.  During the fourth quarter, the Company signed 91 new and renewal leases, totaling approximately 461,468 square feet. The Company’s multifamily portfolio was 99% leased as of December 31, 2007.

Acquisitions

During the fourth quarter, the Company acquired Cornerstone Plaza, an 8-story, Class A office building comprised of approximately 174,000 square feet, for a contract price of $84 million, or approximately $484 per square foot. This acquisition increases the Company’s assets within its Olympic Corridor submarket to 5 office buildings, totaling approximately 1.1 million rentable square feet. The building is located at 1990 South Bundy Drive in West Los Angeles, California.

Share Repurchases

During the fourth quarter, the Company repurchased approximately 1.7 million share equivalents in private transactions for a total consideration of approximately $40.0 million or $22.86 per share.  Subsequent to the end of the fourth quarter, the Company repurchased approximately one million share equivalents totaling $21.5 million, or $21.55 per share. To-date, the Company has repurchased a total of 9.1 million share equivalents totaling $215.9 million.

(1)

Dividends

During the quarter, the Company’s Board of Directors approved a $0.175 per share quarterly cash dividend, which was paid on January 15, 2008 to shareholders of record as of December 31, 2007. On an annualized basis, the dividend represents a distribution of $0.70 per common share.  The taxability of the Company’s 2007 dividends was issued in a separate press release on January 24, 2008 and can be obtained through the company Web site.

Conference Call and Web Cast Information

A conference call to discuss the Company’s 2007 fourth quarter and year-end results is scheduled for Tuesday, February 12, 2008 at 2:00 pm Eastern Time or 11:00 am Pacific Time. Interested parties can access the call via the Internet by going to the Investor Relations section of the Company’s Web site at www.douglasemmett.com or by dialing into the call at 800.218.0713 (domestic) or 303.275.2170 (international).   A replay of the live call will be available via the web site for 90 days. A digital replay will be available through Tuesday, February 19, 2008 at 800.405.2236 (domestic) or 303.590.3000 (international) and using the passcode 11107825.

Supplemental Information

Supplemental financial information for the Company’s 2007 fourth quarter and year-end financial results can be accessed on the Company’s Web site under the Investor Relations section at www.douglasemmett.com.

About Douglas Emmett, Inc.

Douglas Emmett, Inc. (NYSE: DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in targeted submarkets in California and Hawaii. The Company’s properties are concentrated in ten premier submarkets – Brentwood, Olympic Corridor, Century City, Santa Monica, Beverly Hills, Westwood, Sherman Oaks/Encino, Warner Center/Woodland Hills and Burbank and Honolulu, Hawaii.  The Company focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. For more information on Douglas Emmett, please visit the Company’s Web site at www.douglasemmett.com.

Safe Harbor Statement

Except for the historical facts, the statements in this press release regarding Douglas Emmett’s business activities are forward-looking statements based on the beliefs of, assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect.  As a result, our actual future results can be expected to differ from our expectations, and those differences may be material.  Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.  For a discussion of some of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

--tables follow—

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Douglas Emmett, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

	December 31, 2007			December 31, 2006
Assets	(unaudited)
Investments in real estate:
Land	$	825,560		$	813,599
Buildings and improvements		4,978,124			4,863,955
Tenant improvements and leasing costs		460,486			411,063
		6,264,170			6,088,617
Less: accumulated depreciation		(242,114	)		(32,521	)
Net investment in real estate		6,022,056			6,056,096
Cash and cash equivalents		5,843			4,536
Tenant receivables, net		955			4,160
Deferred rent receivables, net		20,805			3,587
Interest rate contracts		84,600			76,915
Acquired lease intangible assets, net		24,313			34,137
Other assets		31,396			20,687
Total Assets	$	6,189,968		$	6,200,118
Liabilities
Secured notes payable	$	3,080,450		$	2,760,000
Unamortized non-cash debt premium		25,227			29,702
Interest rate contracts		129,083			6,278
Accrued interest payable		13,963			12,701
Accounts payable and accrued expenses		48,741			39,035
Acquired lease intangible liabilities, net		218,371			263,649
Security deposits		31,309			28,670
Dividends payable		19,221			13,801
Total Liabilities		3,566,365			3,153,836
Minority interests		793,764			934,509
Stockholders’ equity
Common stock		1,098			1,150
Additional paid-in capital		2,144,849			2,144,600
Accumulated other comprehensive (loss) income		(101,163	)		415
Accumulated deficit		(214,945	)		(34,392	)
Total stockholders’ equity		1,829,839			2,111,773
Total liabilities and stockholders’ equity	$	6,189,968		$	6,200,118

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Douglas Emmett, Inc.

Consolidated Statements of Income

(unaudited and in thousands, except per share data)

	3-Months Ended December 31, 2007			Year Ended December 31, 2007
Revenues
Office rental:
Rental revenues	$	97,833		$	376,921
Tenant recoveries		5,253			25,177
Parking and other income		12,313			46,648
Total office revenues		115,399			448,746
Multifamily rental:
Rental revenues		17,040			67,427
Parking and other income		525			2,047
Total multifamily revenues		17,565			69,474
Total revenues		132,964			518,220
Operating Expenses
Office expenses		31,852			128,759
Multifamily expenses		4,023			17,150
General and administrative		5,462			21,486
Depreciation and amortization		57,349			209,593
Total operating expenses		98,686			376,988
Operating income		34,278			141,232
Interest and other income		36			695
Interest expense		(42,497	)		(160,616	)
Loss before minority interests		(8,183	)		(18,689	)
Minority interests		2,493			5,681
Net loss	$	(5,690	)	$	(13,008	)
Net loss per common share – basic and diluted	$	(0.05	)	$	(0.12	)
Weighted average shares of common stock outstanding – basic and diluted		109,834			112,646

(4)

FFO Reconciliation

	3-Months Ended December 31, 2007			Year Ended December 31, 2007
	(unaudited and in thousands)
Funds From Operations (FFO)(1):
Net loss	$	( 5,690	)	$	( 13,008	)
Depreciation and amortization of real estate assets		57,349			209,590
Minority interests		(2,493	)		(5,681	)
FFO	$	49,166		$	190,901
Weighted average share equivalents outstanding (in thousands) - diluted		159,111			162,935
FFO per share – diluted	$	0. 31		$	1.17

(1)We calculate funds from operations before minority interest (FFO) in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT). FFO represents net income (loss), computed in accordance with accounting principles generally accepted in the United States of America (GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

###

EX-99.2

Douglas Emmett, Inc.

(NYSE: DEI)

Supplemental Operating and

Financial Data

For the Quarter and Year Ended

December 31, 2007

TABLE OF CONTENTS

	PAGE
CORPORATE DATA
Company Background	2
Corporate Data	3
Investor Information	4
CONSOLIDATED FINANCIAL RESULTS
Balance Sheets	6
Quarterly and Annual Operating Results	7
Funds from Operations and Adjusted Funds from Operations	8
Debt Balances	9
PORTFOLIO DATA
Office Portfolio Summary	11
Office Portfolio Occupancy and In-Place Rents	12
Multifamily Portfolio Summary	13
Tenant Diversification	14
Industry Diversification	15
Lease Distribution	16
Lease Expirations	17
Quarterly Lease Expirations – Next Four Quarters	18
Office Portfolio Leasing Activity	19

This Supplemental Operating and Financial Data 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.  Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements.  You should not rely on forward-looking statements as predictions of future events. Forward-looking statements involve numerous risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statement made by us. These risks and uncertainties include, but are not limited to: adverse economic and real estate developments in Southern California and Honolulu; decreased rental rates or increased tenant incentives and vacancy rates; defaults on, early terminations of, or non-renewal of leases by tenants; increased interest rates and operating costs; failure to generate sufficient cash flows to service our outstanding indebtedness; difficulties in identifying properties to acquire and completing acquisitions; failure to successfully operate acquired properties and operations; failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended; possible adverse changes in rent control laws and regulations; environmental uncertainties; risks related to natural disasters; lack or insufficient amount of insurance; inability to successfully expand into new markets or submarkets; risks associated with property development; conflicts of interest with our officers; changes in real estate and zoning laws and increases in real property tax rates; the consequences of any future terrorist attacks; and other risks and uncertainties detailed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

CORPORATE DATA

as of December 31, 2007

CORPORATE DATA

COMPANY BACKGROUND

We are one of the largest owners and operators of high-quality office and multifamily properties in Los Angeles County, California and have a growing presence in Honolulu, Hawaii. Our presence in Los Angeles and Honolulu is the result of a consistent and focused strategy of identifying submarkets that are supply constrained, have high barriers to entry and exhibit strong economic characteristics such as population and job growth and a diverse economic base. In our office portfolio, we focus primarily on owning and acquiring a substantial share of top-tier office properties within submarkets located near high-end executive housing and key lifestyle amenities.  In our multifamily portfolio, we focus primarily on owning and acquiring select properties at premier locations within these same submarkets.

Our office portfolio consists of 48 properties with approximately 11.8 million rentable square feet and our multifamily portfolio consists of 9 properties with a total of 2,868 units.  As of December 31, 2007, our office portfolio was 95.7% leased, and our multifamily properties were 98.7% leased. Our office portfolio contributed approximately 85.3% of our annualized rent as of December 31, 2007, while our multifamily portfolio contributed the remaining 14.7%. As of December 31, 2007, our Los Angeles County office and multifamily portfolio contributed approximately 91.2% of our annualized rent, and our Honolulu, Hawaii office and multifamily portfolio contributed the remaining 8.8%.

Our properties are concentrated in nine premier Los Angeles County submarkets—Brentwood, Olympic Corridor, Century City, Santa Monica, Beverly Hills, Westwood, Sherman Oaks/Encino, Warner Center/Woodland Hills and Burbank—as well as in Honolulu, Hawaii.

This Supplemental Operating and Financial Data supplements the information provided in our reports filed with the Securities and Exchange Commission. Additional information about us and our properties is also available at our website www.douglasemmett.com.

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as of December 31, 2007

CORPORATE DATA

Number of office properties owned	48
Square feet owned (in thousands)	11,809
Office leased rate as of December 31, 2007	95.7%
Office occupied rate as of December 31, 2007(1)	95.0%
Number of multifamily properties owned	9
Number of multifamily units owned	2,868
Multifamily leased rate as of December 31, 2007	98.7
Market capitalization (in thousands):
Total debt(2)	$3,080,450
Common equity capitalization(3)	$3,549,394
Total market capitalization	$6,629,844
Debt/total market capitalization	46.5%
Common stock data (NYSE:DEI):
Range of closing prices(4)	$22.61 - $27.44
Closing price at quarter end	$22.61
Weighted average fully diluted shares outstanding(in thousands) (4) (5)	159,111
Shares of common stock outstanding on February 8, 2008(6)	120,181

(1)   Represents percent leased less signed leases not yet commenced.

(2)   Excludes non-cash loan premium.

(3)   Common equity capitalization represents the total number of common shares and operating partnership units outstanding multiplied by the closing price of our stock at the end of the period.

(4)   For the quarter ended December 31, 2007.

(5)   Fully diluted shares shown here represent ownership in our company through common stock and OP units.

(6)   This amount represents undiluted shares, and does not include OP units.

(3)

INVESTOR INFORMATION

CORPORATE

808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401

(310) 255-7700

BOARD OF DIRECTORS

Dan A. Emmett Chairman of the Board, Douglas Emmett, Inc	Leslie E. Bider Former Chairman and Chief Executive Officer, Warner Chapel Music, Inc. and Private Investor	Thomas E. O’Hern Executive Vice President, Chief Financial Officer and Treasurer, Macerich Company
Jordan L. Kaplan President and Chief Executive Officer	Victor J. Coleman Former President and Chief Operating Officer, Arden Realty, Inc. and Managing Director, Hudson Capital, LLC	Dr. Andrea L. Rich Former President and Chief Executive Officer, Los Angeles Museum of Art, and Former Executive Vice Chancellor and Chief Operating Officer, University of California Los Angeles
Kenneth M. Panzer Chief Operating Officer, Douglas Emmett, Inc.	Ghebre Selassie Mehreteab Chief Executive Officer, NHP Foundation	William Wilson III Former Chairman, Cornerstone Properties, Inc., Managing Partner, Wilson Meany Sullivan, LLC

EXECUTIVE AND SENIOR MANAGEMENT

Jordan L. Kaplan President and Chief Executive Officer	Kenneth M. Panzer Chief Operating Officer, Douglas Emmett, Inc.	William Kamer Chief Financial Officer
Allan B. Golad SVP, Property Management	Andres Gavinet Executive Vice President of Finance	Michael J. Means SVP, Commercial Leasing
	Gregory R. Hambly Chief Operating Accounting Officer

INVESTOR RELATIONS

Mary C. Jensen

Vice President - Investor Relations

(310) 255-7751

Email Contact: mjensen@douglasemmett.com

Please visit our corporate website at: www.douglasemmett.com

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CONSOLIDATED FINANCIAL RESULTS

(5)

as of December 31, 2007

BALANCE SHEETS

(unaudited and in thousands)

	December 31,
	2007			2006
Assets
Investment in real estate:
Land	$	825,560		$	813,599
Buildingsand improvements		4,978,124			4,863,955
Tenant improvements and leasing costs		460,486			411,063
		6,264,170			6,088,617
Less: accumulated depreciation		(242,114	)		(32,521	)
Net investment in real estate		6,022,056			6,056,096
Cash and cash equivalents		5,843			4,536
Tenant receivables, net		955			4,160
Deferred rent receivables, net		20,805			3,587
Interest rate contracts		84,600			76,915
Acquiredlease intangibleassets, net		24,313			34,137
Other assets		31,396			20,687
Total assets	$	6, 189 , 968		$	6, 200,118
Liabilities
Secured notes payable	$	3,080,450		$	2,760,000
Unamortizednon-cashdebt premium		25,227			29,702
Interest rate contracts		129,083			6,278
Accrued interest payable		13,963			12,701
Accounts payable and accrued expenses		48,741			39,035
Acquired lease intangibleliabilities, net		218,371			263,649
Security deposits		31,309			28,670
Dividends payable		19,221			13,801
Total liabilities		3,566,365			3,153,836
Minority interests		793,764			934,509
Stockholders’ Equity
Common stock		1,098			1,150
Additional paid-in capital		2,144,849			2,144,600
Accumulated other comprehensive(loss) income		(101,163	)		415
Accumulated deficit		(214,945	)		(34,392	)
Total stockholders’ equity		1,829,839			2,111,773
Total liabilities and stockholders’ equity	$	6, 189 , 968		$	6 ,200,118

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as of December 31, 2007

QUARTERLY AND ANNUAL OPERATING RESULTS

(unaudited and in thousands, except per share data)

	Three Months Ended												Year Ended
	Mar. 31, 2007			Jun. 30, 2007			Sep. 30, 2007			Dec. 31, 2007			Dec. 31, 2007
Revenues:
Office rental:
Rental revenues	$	91,612		$	92,884		$	94,592		$	97, 833		$	376, 921
Tenant recoveries		7,858			5,362			6,704			5,253			25,177
Parking and other income		11,100			11,098			12,137			12,313			46,648
Total office revenues		110,570			109,344			113,433			115,399			448,746
Multifamily rental:
Rental revenues		16,514			16,879			16,994			17,040			67,427
Parking and other income		491			526			505			525			2,047
Total multifamily revenues		17,005			17,405			17,499			17,565			69,474
Total revenues		127,575			126,749			130,932			132,964			518,220
Operating Expenses:
Office expenses		32,966			31,124			32,817			31,852			128,759
Multifamily expenses		4,923			3,872			4,332			4,023			17,150
General and administrative		5,042			5,120			5,862			5,462			21,486
Depreciation and amortization		51,121			50,494			50,629			57,349			209,593
Total operating expenses		94,052			90,610			93,640			98,686			376,988
Operating income		33,523			36,139			37,292			34,278			141,232
Interest and other income		82			372			205			36			695
Interest expense		(38,302	)		(38,313	)		(41,504	)		(42,497	)		(160,616	)
Loss before minority interests		(4,697	)		(1,802	)		(4,007	)		(8,183	)		(18,689	)
Minority interests		1,424			542			1,222			2,493			5,681
Net loss	$	(3,273	)	$	(1,260	)	$	(2,785	)	$	( 5 , 690	)	$	( 13 , 008	)
Net loss per common share –basic and diluted(1)	$	(0.03	)	$	(0.01	)	$	(0.03	)	$	(0.0 5	)	$	(0. 12	)
Weighted average shares of common stock outstanding –basic and diluted(1)		115,006			114,862			110,956			109,834			112,646

(1)Diluted shares are calculated in accordance with GAAP accounting literature, and include common stock plus dilutive equity instruments, as appropriate.  This amount excludes OP units, which are included in the non-GAAP calculation of fully diluted shares on page 3.

(7)

as of December 31, 2007

FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS

(unaudited and in thousands, except per share data)

	Three Months Ended												Year Ended
	Mar. 31, 2007			Jun. 30, 2007			Sep. 30, 2007			Dec. 31, 2007			Dec. 31, 2007
Funds From Operations (FFO)(1)
Net Loss	$	(3 , 273	)	$	(1 , 260	)	$	(2 , 785	)	$	( 5 , 690	)	$	( 13 , 008	)
Depreciation and amortization of real estate assets		51,118			50,494			50,629			57,349			209,590
Minority Interests		(1,424	)		(542	)		(1,222	)		(2,493	)		(5,681	)
FFO	$	46,421		$	48,692		$	46,622		$	49, 166		$	190, 901
Adjusted Funds From Operations (AFFO)(2)
FFO	$	46,421		$	48,692		$	46,622		$	49,166		$	190, 901
Straight-line rent adjustment		(4,505	)		(4,502	)		(4,075	)		(4,136	)		(17,218	)
Amortization of acquired above and below market leases		(9,863	)		(10,074	)		(9,996	)		(10,628	)		(40,561	)
Amortization of interest rate contracts and loan premium		2,474			1,850			2,232			2,511			9,067
Amortization of prepaid financing		249			251			282			353			1,135
Recurring capital expenditures, tenant improvements and leasing commissions		(5,929	)		(6,576	)		(7,377	)		(10,260	)		(30,142	)
Non-cash compensation expense		626			736			468			491			2,321
AFFO	$	29,473		$	30,377		$	28,156		$	27,497		$	115, 503
Weighted average share equivalents outstanding (in thousands)- diluted		166,391			165,709			160,625			159,111			162,935
FFO per share- diluted	$	0.28		$	0.29		$	0.29		$	0.31		$	1.17
Dividends per share declared	$	0.175		$	0.175		$	0.175		$	0.175		$	0.70
AFFO payout ratio		97.99	%		93.90	%		98.62	%		99.91	%		97.53	%

(1) We calculate funds from operations before minority interest (FFO) in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT). FFO represents net income (loss), computed in accordance with accounting principles generally accepted in the United States of America (GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that results from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

(2) Adjusted Funds From Operations (AFFO) is a non-GAAP financial measure we believe is a useful supplemental measure of our performance. We compute AFFO by adding to FFO the non-cash compensation expense, amortization of prepaid financing costs and straight-line rents, and then subtracting recurring capital expenditures, tenant improvements and leasing commissions. AFFO is not intended to represent cash flow for the period, and it only provides an additional perspective on our ability to fund cash needs and make distributions to shareholders by adjusting the effect of the non-cash items included in FFO, as well as recurring capital expenditures and leasing costs. We believe that net income is the most directly comparable GAAP financial measure to AFFO. We also believe that AFFO provides useful information to the investment community about the Company’s financial position as compared to other REITs since AFFO is a widely reported measure used by other REITs.  However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not be comparable to other REITs.

(8)

as of December 31, 2007

DEBT BALANCES

(unaudited and in thousands)

	Principal Balance			Fixed/Floating Rate	Hedged Annual Interest Rate	Maturity Date	Swap Maturity Date
Variable Rate Swapped to Fixed Rate:
Modified Term Loan(2)(3)	$	2,300,000		LIBOR + 0.85%	5.20%	08/31/12	08/01/10-08/01/12
Fannie Mae Loan I(4)		293,000		DMBS + 0.60%	4.76	06/01/12	08/01/11
Fannie Mae Loan II(4)		75,000		DMBS + 0.76%	4.93	02/01/15	08/01/11
Fannie Mae Loan III(4)		82,000		LIBOR + 0.62%	5.70	02/01/16	03/01/12
Fannie Mae Loan IV(4)		95,080		DMBS + 0.60%	5.86	06/01/12	08/01/11
Fannie Mae Loan V(4)		36,920		DMBS + 0.60%	5.86	02/01/15	08/01/11
Fannie Mae Loan VI(4)		18,000		LIBOR + 0.62%	5.90	06/01/17	06/01/12
Subtotal	$	2,900,000	(5)		5.20%
Variable Rate:
$370 Million Senior Secured Revolving Credit Facility		180,450		LIBOR / Fed Funds +(8)	--	10/30/09	--
Subtotal		3,080,450
Add:  Unamortized Non-Cash Loan Premium(7)		25,227
Total	$	3,105,677

(1)   Includes the effect of interest rate contracts.  Based on actual/365-day basis and excludes amortization of loan fees and unused fees on credit line.

(2)   Secured by seven separate cross collateralized pools.  Requires monthly payments of interest only, with outstanding principal due upon maturity.

(3)   Includes $1.11 billion swapped to 4.89% until August 1, 2010; $545.0 million swapped to 5.75% until December 1, 2010; $322.5 million swapped to 4.98% until August 1, 2011; and $322.5 million swapped to 5.02% until August 1, 2012.

(4)   Secured by four separate collateralized pools.  Fannie Mae Discount Mortgage-Backed Security (DMBS) generally tracks 90-day LIBOR.

(5)   The weighted average remaining life of our outstanding debt is 4.9 years.  The weighted average remaining life of the interest rate swaps associated with this balance is 3.2 years.

(6)   Credit Facility is secured by nine properties and has two-one year extension options available.

(7)   Represents non-cash mark-to-market adjustment on variable rate debt associated with office properties.

(8)   The revolving credit facility bears interest at either LIBOR + 0.70% or Fed Funds + 0.95% at our election.  If the amount outstanding exceeds $262.5 million, the credit facility bears interest at either LIBOR + 0.80% or Fed Funds + 1.05% at our election.

(9)

PORTFOLIO DATA

(10)

as of December 31, 2007

OFFICE PORTFOLIO SUMMARY

Submarket	Number of Properties	Rentable Square Feet (1)	Percent of Total
West Los Angeles
Brentwood	13	1,390,630	11.8	%
Olympic Corridor	5	1,096,014	9.3
CenturyCity	3	915,979	7.7
Santa Monica	7	860,200	7.3
Beverly Hills	4	572,446	4.8
Westwood	2	396,807	3.4
San Fernando Valley
ShermanOaks/Encino	9	2,879,170	24.4
Warner Center/Woodland Hills	2	2,597,843	22.0
Tri-Cities
Burbank	1	420,949	3.6
Honolulu	2	679,337	5.7
Total	48	11,809,375	100.0	%

(1)   Based on BOMA 1996 remeasurement.  Total consists of 11,169,174 leased square feet, 508,118 available square feet, 66,199 building management use square feet, and 65,884 square feet of BOMA 1996 adjustment on leased space.

(11)

as of December 31, 2007

OFFICE PORTFOLIO OCCUPANCY AND IN-PLACE RENTS

Submarket	Percent Leased			Annualized Rent(2)		Annualized Rent Per Leased Square Foot(3)		Monthly Rent Per Leased Square Foot
West Los Angeles
Brentwood		97.8	%	$	48,073,101	$	35.65	$	2.97
Olympic Corridor		94.8			29,910,408		29.50		2.46
CenturyCity		99.0			30,464,094		34.34		2.86
Santa Monica(4)		99.0			39,942,421		47.14		3.93
Beverly Hills		95.9			22,134,788		39.99		3.33
Westwood					13,022,028		34.64		2.89
San Fernando Valley
ShermanOaks/Encino		95.8			79,597,132		29.36		2.45
Warner Center/Woodland Hills		92.5			64,597,132		27.54		2.30
Tri-Cities
Burbank		100.0			14,118,629		33.54		2.79
Honolulu		90.4			18,581,686		31.33		2.61
Total		95.7	%	$	360,105,160	$	32.49	$	2.71
Recurring Capital Expenditures
- Office (per rentable square foot) for the three months ended December 31, 2007						$	0.19
- Office (per rentable square foot) for the twelve months ended December 31, 2007						$	0.46

(1)   Includes 84,684 square feet with respect to signed leases not yet commenced.

(2)   Represents annualized monthly cash rent under leases commenced as of December 31, 2007 (excluding 84,684 square feet with respect to signed leases not yet commenced).  The amount reflects total cash rent before abatements.  For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.

(3)   Represents annualized rent divided by leased square feet (excluding 84,684 square feet with respect to signed leases not commenced) as set forth in note (1) above for the total.

(4)   Includes $1,108,103 of annualized rent attributable to our corporate headquarters at our Lincoln/Wilshire property.

(12)

as of December 31, 2007

MULTIFAMILY PORTFOLIO SUMMARY

Submarket	Number of Properties			Number of Units		Percent of Total
West Los Angeles
Brentwood		5			950		33	%
Santa Monica		2			820		29
Honolulu		2			1,098		38
Total		9			2,868		100	%
Submarket	Percent Leased			Annualized Rent (1)		Monthly Rent Per Leased Unit
West Los Angeles
Brentwood		98.9	%	$	23,440,056	$	2,078
Santa Monica		99.8			19,948,278		2,032
Honolulu		97.7			18,481,044		1,435
Total		98.7	%	$	61,869,378	$	1,821
Recurring Capital Expenditures
- Multifamily (per unit) for the three months ended December 31, 2007						$	114
- Multifamily (per unit) for the twelve months ended December 31, 2007						$	470

(1)   Represents December 31, 2007 multifamily rental income annualized.

(2)   Excludes 10,013 square feet of ancillary retail space, which generated $285,766 of annualized rent as of December 31, 2007.

(13)

as of December 31, 2007

TENANT DIVERSIFICATION

(Greater than 1% of Annualized Rent)

	Number of Leases	Number of Properties	Lease Expiration(1)	Total Leased Square Feet	Percent of Rentable Square Feet	Annualized Rent(2)	Percent of Annualized Rent
Time Warner(3)	4	4	2008-2019	642,845	5.4	$21,734,656	6.0%
AIG SunAmerica	1	1	2013	182,010	1.5	5,211,950	1.4
The Endeavor Agency, LLC	2	1	2019	103,421	0.9	4,202,029	1.2
Blue Shield of California	1	1	2009	135,106	1.1	3,939,691	1.1
Metrocities Mortgage, LLC	2	2	2010-2015	138,040	1.2	3,895,165	1.1
Pacific Theatres Exhibition Corp(4)	1	1	2016	88,300	0.8	3,567,320	1.0
Total	11	10		1,289,722	10.9	$42,550,811	11.8%

(1)   Expiration dates are per leases and do not assume exercise of renewal, extension or termination options.  For tenants with multiple leases, expirations are shown as a range.

(2)   Represents annualized monthly cash rent under leases commenced as of December 31, 2007.  The amount reflects total cash rent before abatements. For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.

(3)   Includes a 10,000 square foot lease expiring in October 2008, a 62,000 square foot lease expiring in June 2010, a 150,000 square foot lease expiring in April 2016, and a 420,000 square foot lease expiring in September 2019.

(4)   Annualized rent excludes rent determined as a percentage of sales.

(14)

as of December 31, 2007

INDUSTRY DIVERSIFICATION

Industry	Number of Leases	Annualized Rent as a Percent of Total
Legal	306	15.9%
Financial Services	263	15.8
Entertainment	118	12.1
Real Estate	154	9.0
Accounting and Consulting	169	8.6
Health Services	269	8.1
Insurance	81	7.9
Retail	155	6.7
Technology	68	3.9
Advertising	49	3.0
Public Administration	31	2.2
Educational Services	9	0.7
Other	227	6.1
Total	1,899	100.0%

(15)

as of December 31, 2007

LEASE DISTRIBUTION

Square Feet Under Lease	Number of Leases	Leases as a Percent of Total	Rentable Square Feet (1)	Square Feet as a Percent of Total	Annualized Rent (2)	Annualized Rent as a Percent of Total
2,500 or less	934	49.2%	1,250,331	10.6%	42,573,897	11.8%
2,501-10,000	714	37.6	3,456,248	29.3	111,156,003	30.9
10,001-20,000	164	8.6	2,298,648	19.4	74,025,194	20.5
20,001-40,000	59	3.1	1,641,739	13.9	54,605,892	15.2
40,001-100,000	21	1.1	1,190,566	10.1	39,186,253	10.9
Greater than 100,000	7	0.4	1,246,958	10.5	38,557,921	10.7
Subtotal	1,899	100.0%	11,084,490	93.8%	360,105,160	100.0%
Available	-	-	508,118	4.3	-	-
BOMA Adjustment(3)	-	-	65,884	0.6	-	-
Building Management Use	-	-	66,199	0.6	-	-
Signed leases not commenced	-	-	84,684	0.7	-	-
Total	1,899	100.0%	11,809,375	100.0%	360,105,160	100.0%

(1)Based on BOMA 1996 remeasurement.  Total consists of  11,169,174 leased square feet (includes 84,684 square feet with respect to signed leases not commenced),

508,118 available square feet, 66,199 building management use square feet, and 65,884 square feet of BOMA 1996 adjustment on leased space.

(2)   Represents annualized monthly cash base rent (i.e., excludes tenant reimbursements, parking and other revenue) under leases commenced as of December 31, 2007 (excluding 84,684 square feet with respect to signed leases not yet commenced).  The amount reflects total cash rent before abatements. For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.

(3)   Represents square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.

(16)

as of December 31, 2007

LEASE EXPIRATIONS

Year of Lease Expiration	Number of Leases Expiring		Rentable Square Feet(1)		Expiring Square Feet as a Percent of Total			Annualized Rent(2)		Annualized Rent as a Percent of Total			Annualized Rent Per Leased Square Foot(3)		Annualized Rent Per Leased Square Foot at Expiration(4)
Available		-		508,118		4.3	%	$	-		-	%	$	-	$	-
2008		368		1,351,575		11.4			41,550,926		11.5			30.74		30.96
2009		374		1,524,053		12.9			48,256,616		13.4			31.66		32.83
2010		348		1,571,128		13.3			52,772,732		14.6			33.59		36.04
2011		283		1,440,723		12.2			46,723,697		13.0			32.43		36.18
2012		242		1,334,973		11.3			43,944,325		12.2			32.92		38.02
2013		115		1,047,698		8.9			34,848,233		9.7			33.26		40.94
2014		67		672,627		5.7			21,140,179		5.9			31.43		39.39
2015		33		428,269		3.6			13,311,846		3.7			31.08		39.45
2016		28		602,246		5.1			19,299,796		5.4			32.05		39.55
2017		22		233,831		2.0			7,481,197		2.1			31.99		42.55
Thereafter		19		877,367		7.4			30,775,613		8.5			35.08		46.67
BOMA Adjustment(5)		-		65,884		0.6			-		-			-		-
Building Management Use		-		66,199		0.6			-		-			-		-
Signed leases not commenced		-		84,684		0.7			-		-			-		-
Total/Weighted Average		1,899		11,809,375		100.0	%	$	360,105,160		100.0	%	$	32.49	$	39.92

(1)   Based on BOMA 1996 remeasurement.  Total consists of 11,169,174 leased square feet (includes 84,684 square feet with respect to signed leases not commenced),

508,118 available square feet, 66,199 building management use square feet, and 65,884 square feet of BOMA 1996 adjustment on leased space.

(2)   Represents annualized monthly base rent under leases commenced as of December 31, 2007.  The amount reflects total base rent before abatements.

(3)   Represents annualized rent divided by leased square feet.

(4)   Represents annualized rent at expiration divided by leased square feet.

(5)   Represents the square footage adjustments for leases that do not reflect BOMA 1996 remeasurement. 

(17)

as of December 31, 2007

QUARTERLY LEASE EXPIRATIONS - NEXT FOUR QUARTERS

Submarket			Q1-2008			Q2 2008			Q3 2008			Q4-2008
West Los Angeles
Brentwood	Expiring SF	$	33,737		$	38,898		$	41,150		$	41,387
	Rent per SF(1)		33.91			33.59			32.96			36.15
Olympic Corridor	Expiring SF		61,106			36,362			34,215			18,356
	Rent per SF(1)		30.78			30.00			28.05			28.32
Century City	Expiring SF		5,277			15,149			5,473			16,868
	Rent per SF(1)		34.18			41.94			33.31			34.08
Santa Monica	Expiring SF		25,048			1,447			75,943			18,014
	Rent per SF(1)		51.46			49.71			38.29			43.87
Beverly Hills	Expiring SF		1,911			11,428			19,063			14.286
	Rent per SF(1)		22.28			35.99			36.46			44.29
Westwood	Expiring SF		9,235			-			10,542			11,010
	Rent per SF(1)		38.06			-			36.13			35.77
San Fernando Valley
Sherman Oaks/Encino	Expiring SF		56,887			107,390			121,371			143,536
	Rent per SF(1)		32.93			27.63			30.15			26.96
Warner Center/Woodland Hills	Expiring SF		98,267			45,185			66,478			92,428
	Rent per SF(1)		23.83			29.03			25.87			27.95
Tri-Cities
Burbank	Expiring SF		-			-			-			-
	Rent per SF(1)		-			-			-			-
Honolulu	Expiring SF		7,734			26,835			10,183			29,376
	Rent per SF(1)		31.98			30.07			30.86			28.92
Total	Expiring SF		299,202	(2)		282,694	(3)		384,418	(4)		385,261	(5)
	Rent per SF(1)		31.25			30.43			31.67			30.40

(1)   Represents annualized base rent (i.e., excludes tenant reimbursements, parking and other revenue) per leased square foot at expiration.  The amount reflects total cash rent before abatements.  For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent. 

(2)   As of December 31, 2007, 121,754 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter.

(3)   As of December 31, 2007, 126,560 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter.

(4)   As of December 31, 2007, 142,819 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter.

(5)   As of December 31, 2007, 22,002 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter.

(18)

OFFICE PORTFOLIO LEASING ACTIVITY

(For the three months ended December 31, 2007)

Gross New Leasing Activity
Rentable square feet		222,128
Number of leases		52
Gross Renewal Leasing Activity
Rentable square feet		239,340
Number of leases		39
Net Absorption
Leased rentable square feet		13,313
Cash Rent Growth(1)
Expiring Rate		$34.89
New/Renewal Rate		$46.72
Increase		33.9%
Straight-Line Rent Growth(2)
Expiring Rate		$32.92
New/Renewal Rate		$51.01
Increase		55.0%
Weighted Average Lease Terms
New (in months)		54
Renewal (in months)		57
Tenant Improvement and Leasing Commissions(3)(per rentable square foot)	Total Lease Transaction Costs	Annual Lease Transaction Costs
New leases	$15.99	$3.59
Renewal leases	$13.95	$2.95
Blended	$14.93	$3.25

(1)   Represents the difference between initial stabilized cash rents on new and renewal leases as compared to the expiring cash rents on the same space. 

(2)   Represents a comparison between straight-line rent on expiring leases and the straight-line rent for new leases on the same space.

(3)   Represents weighted average  lease transaction costs based on the leases executed in the current quarter in our properties, including repositioned properties.

(19)