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 10, 2009

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 10, 2009, Douglas Emmett, Inc. issued a press release setting forth the results for the Company for the quarter and year ended December 31, 2008 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 10, 2009

99.2 Supplemental Financial and Operating Information provided by Douglas Emmett, Inc. on February 10, 2009

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: February 10, 2009	By:	/s/ WILLIAM KAMER
		William Kamer
		Chief Financial Officer

EX-99.1

  808 Wilshire Boulevard, 2nd FloorT: 310.255.7700 Santa Monica, California 90401F: 310.255.7702  

FOR IMMEDIATE RELEASE

Mary Jensen, Vice President – Investor Relations

310.255.7751 or mjensen@douglasemmett.com

Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

Reports FFO of $0.36 Per Diluted Share For the Fourth Quarter and

FFO of $1.36 Per Diluted Share For the Full Year

SANTA MONICA, CALIFORNIA – February 10, 2009 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT), today announced its 2008 fourth quarter and year-end financial results for the period ended December 31, 2008.

Financial Results

Funds From Operations (FFO) for the three months ended December 31, 2008 totaled $55.6 million, or $0.36 per diluted share, compared to $49.2 million, or $0.31 per diluted share, for the three months ended December 31, 2007.  FFO for the fourth quarter includes approximately $3.3 million, or 2.1 cents per diluted share, resulting from unusually low non-cash interest expense from the amortization of pre-IPO interest rate swap contracts as compared to a straight-line amortization schedule. Until the pre-IPO interest rate swap contracts expire and this net asset is fully amortized, the Company anticipates that there will be continued fluctuation in non-cash interest expense. For the year ended December 31, 2008, FFO totaled $211.7 million, or $1.36 per diluted share, compared to $190.9 million, or $1.17 per diluted share, for the year ended December 31, 2007.

The Company reported a GAAP net loss of $6.4 million, or ($0.05) per diluted share, for the three months ended December 31, 2008, compared to a GAAP net loss of $5.7 million, or ($0.05) per diluted share, for the three months ended December 31, 2007. For the year ended December 31, 2008, the Company reported a GAAP net loss of $28.0 million, or ($0.23) per diluted share compared to a GAAP net loss of $13.0 million, or ($0.12) per diluted share, for the year ended December 31, 2007.

Same Property Net Operating Income (NOI) on a cash basis increased 5.7% for the three months ended December 31, 2008 compared to the three months ended December 31, 2007.  Same Property NOI on a GAAP basis for the three months ended December 31, 2008 declined 1.7%.  Adjusting GAAP NOI to exclude the additional straight-line rent reserves of approximately $2.4 million that were recorded in the fourth quarter of 2008, Same Property NOI increased 0.8% for the three months ended December 31, 2008 compared to the three months ended December 31, 2007.

Financings and Debt Structure

During the quarter, the Company maintained its solid balance sheet structure. None of the Company’s current term loan debt matures until June 1, 2012, and the interest rate on that debt is fixed by interest rate swap contracts at a weighted average rate of approximately 5.12% per annum.  The Company’s only other loan obligations are its senior secured revolving credit facility with an extended maturity date of October 30, 2011, and an $18 million secured acquisition loan with an extended maturity date of March 1, 2011.

Company Operations

Total revenues for the three months ended December 31, 2008 increased 11.9% to $155.6 million from $139.1 million for the three months ended December 31, 2007. For the year ended December 31, 2008, total revenues increased 12.7% to $608.1 million compared to the same period in 2007. Operating income increased 7.9% to $37.0 million for the three months ended December 31, 2008 compared to the three months ended December 31, 2007.  For the year ended December 31, 2008, operating income increased 9.2% to $154.2 million compared to the same period in 2007.

Office:  Total revenues from the Company’s office portfolio increased to $138.1 million for the three months ended December 31, 2008, an increase of 14.0% from the three months ended December 31, 2007.  For the year ended December 31, 2008 total revenues for the Company’s office portfolio increased 14.7% to $537.4 million, compared to $468.6 million for the year ended December 31, 2007.

For the quarter ended December 31, 2008 same property office revenues increased 3.9% on a cash basis compared to the fourth quarter of 2007.  For the quarter ended December 31, 2008, same property total office revenues declined 0.5% on a GAAP basis compared to the fourth quarter of 2007.  However, adjusting GAAP revenues to exclude the additional straight-line rent reserves recorded in the fourth quarter of 2008, same property total office revenues in the fourth quarter of 2008 increased 1.5% compared to the fourth quarter of 2007.

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 Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

As of December 31, 2008, the Company’s office portfolio was 93.1% leased and 92.4% occupied, compared to 94.0% leased and 93.3% occupied at September 30, 2008. 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 quarter, the Company signed 96 new and renewal leases totaling 323,159 square feet.

Multifamily:  Total revenues for the Company’s multifamily portfolio decreased 0.5% to $70.7 million for the year ended December 31, 2008 compared to the year ended December 31, 2007. For the quarter ended December 31, 2008, same property total multifamily revenues, on a GAAP basis, decreased 2.6% to $17.5 million, compared to the quarter ended December 31, 2007.  Same property total multifamily revenues on a cash basis increased 3.5% compared to the quarter ended December 31, 2007.

As of December 31, 2008, the Company’s multifamily portfolio was 99.1% leased compared to 99.6% leased at September 30, 2008.

Dividends

During the quarter, the Company’s Board of Directors declared a quarterly cash dividend of $0.1875 per common share. The dividend was paid on January 15, 2009 to shareholders of record as of December 31, 2008. On an annualized basis, this represents a dividend of $0.75 per common share.

On January 12, 2009, the Company announced that none of the Company’s 2008 dividends will be classified as ordinary income or capital gains for United States federal income tax purposes.  100% of the Company’s 2008 dividends will be classified as a return of capital. Additional information on the taxability of Douglas Emmett’s Common Stock dividends can be found on the Investor Relations section of the Company website at www.douglasemmett.com.

Guidance

The Company is establishing its full year 2009 FFO guidance range of $1.24 - $1.30 per diluted share. This guidance excludes any impact from future acquisitions, dispositions, equity purchases, debt financings, recapitalizations, or similar matters; and assumes that 2009 non-cash interest expense relating to the Company’s pre-IPO interest rate swap contracts will total approximately $18.5 million.

Conference Call and Web Cast Information

A conference call to discuss the Company’s 2008 fourth quarter and full year financial results is scheduled for Wednesday, February 11, 2009 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 800-218-0530 (domestic) or 303-205-0066 (international).   A replay of the live call will be available via the web site for 90 days. A digital replay will be available through Thursday, February 12, 2009 at 800-405-2236 (domestic) or 303-590-3000 (international) and using the passcode 11124572.

Supplemental Information

Supplemental financial information for the Company’s 2008 fourth quarter and full year 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 premier submarkets in California and Hawaii. The Company’s properties are concentrated in ten submarkets – Brentwood, Olympic Corridor, Century City, Santa Monica, Beverly Hills, Westwood, Sherman Oaks/Encino, Warner Center/Woodland Hills, Burbank and Honolulu.  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 it about known and unknown risks, trends, uncertainties and factors that are beyond its control or ability to predict. Although Douglas Emmett believes that its assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect.  As a result, Douglas Emmett’s actual future results can be expected to differ from its 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 Douglas Emmett’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

--tables follow--

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Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

Douglas Emmett, Inc.

Consolidated Balance Sheets

(in thousands)

	December 31, 2008			December 31, 2007
Assets	(unaudited)
Investment in real estate:
Land	$	900,213		$	825,560
Buildings and improvements		5,528,567			4,978,124
Tenant improvements and lease intangibles		552,536			460,486
		6,981,316			6,264,170
Less: accumulated depreciation		(490,125	)		(242,114	)
Net investment in real estate		6,491,191			6,022,056
Cash and cash equivalents		8,655			5,843
Tenant receivables, net		2,197			955
Deferred rent receivables, net		33,039			20,805
Interest rate contracts		176,255			84,600
Acquired lease intangible assets, net		18,163			24,313
Other assets		31,304			31,396
Total assets	$	6,760,804		$	6,189,968
Liabilities
Secured notes payable	$	3,672,300		$	3,080,450
Unamortized non-cash debt premium		20,485			25,227
Interest rate contracts		407,492			129,083
Accrued interest payable		22,982			13,963
Accounts payable and accrued expenses		46,233			48,741
Acquired lease intangible liabilities, net		195,036			218,371
Security deposits		35,890			31,309
Dividends payable		22,856			19,221
Other liabilities		57,316			-
Total liabilities		4,480,590			3,566,365
Minority interests		505,025			793,764
Stockholders’ Equity
Common stock		1,219			1,098
Additional paid-in capital		2,284,429			2,019,716
Accumulated other comprehensive income		(274,111	)		(101,163	)
Accumulated deficit		(236,348	)		(89,812	)
Total stockholders’ equity		1,775,189			1,829,839
Total liabilities and stockholders’ equity	$	6,760,804		$	6,189,968

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Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

Douglas Emmett, Inc.

Consolidated Statements of Operations

(unaudited and in thousands, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2008			2007			2008			2007
Revenues:
Office rental:
Rental revenues	$	110,471		$	97,833		$	433,487		$	376,921
Tenant recoveries		9,869			7,131			32,392			30,269
Parking and other income		17,726			16,124			71,498			61,379
Total office revenues		138,066			121,088			537,377			468,569
Multifamily rental:
Rental revenues		16,380			17,040			66,510			67,427
Parking and other income		1,124			930			4,207			3,632
Total multifamily revenues		17,504			17,970			70,717			71,059
Total revenues		155,570			139,058			608,094			539,628
Operating Expenses:
Office expenses		44,200			37,541			166,124			148,582
Multifamily expenses		4,191			4,428			17,079			18,735
General and administrative		6,389			5,462			22,646			21,486
Depreciation and amortization		63,793			57,349			248,011			209,593
Total operating expenses		118,573			104,780			453,860			398,396
Operating income		36,997			34,278			154,234			141,232
Interest and other income		3,091			36			3,580			695
Interest expense		(48,147	)		(42,497	)		(193,727	)		(160,616	)
Loss before minority interests		(8,059	)		(8,183	)		(35,913	)		(18,689	)
Minority interests		1,690			2,493			7,920			5,681
Net loss	$	(6,369	)	$	(5,690	)	$	(27,993	)	$	(13,008	)
Net loss per common share – basic and diluted(1)	$	(0.05	)	$	(0.05	)	$	(0.23	)	$	(0.12	)
Weighted average shares of common stock outstanding
– basic and diluted(1)		121,777			109,834			120,726			112,646

(1) Diluted shares are calculated in accordance with accounting principles generally accepted in the United States (GAAP), and include common stock plus dilutive equity instruments, as appropriate.  This amount excludes OP units, which are included in the non-GAAP calculation of diluted shares below.

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Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

Douglas Emmett, Inc.

FFO Reconciliation

(unaudited and in thousands, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2008			2007			2008			2007
Funds From Operations (FFO) (1)
Net loss	$	(6,369	)	$	(5,690	)	$	(27,993	)	$	(13,008	)
Depreciation and amortization of real estate assets		63,793			57,349			248,011			209,590
Minority interests		(1,690	)		(2,493	)		(7,920	)		(5,681	)
Loss on asset disposition		-			-			65			-
Less: adjustments attributable to minority interest
in consolidated joint venture		(157	)		-			(470	)		-
FFO	$	55,577		$	49,166		$	211,693		$	190,901
Weighted average share equivalents outstanding - fully diluted		156,062			159,111			156,172			162,935
FFO per share- fully diluted	$	0.36		$	0.31		$	1.36		$	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 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.

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Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

Douglas Emmett, Inc.

Same Property Statistical and Financial Data

(unaudited and in thousands, except statistics)

	Three Months Ended December 31,
	2008			2007			% Change
Same Property Office Statistics
Number of properties		47			47
Rentable square feet		11,637,122			11,635,785
% leased (average for 3 months)		94.3	%		95.7	%
% occupied (average for 3 months)		93.6	%		94.5	%
Same Property Multifamily Statistics
Number of properties		9			9
Number of units		2,868			2,868
% leased (average for 3 months)		99.3	%		99.0	%
Same Property Net Operating Income - GAAP Basis (1)(3)
Total office revenues	$	119,495		$	120,119			(0.5	) %
Total multifamily revenues		17,504			17,970			(2.6	)
Total revenues		136,999			138,089			(0.8	)
Total office expense		37,887			37,146			2.0
Total multifamily expense		4,191			4,428			(5.4	)
Total property expense		42,078			41,574			1.2
Same Property NOI - GAAP basis	$	94,921		$	96,515			(1.7	) %
Same Property Net Operating Income - Cash Basis (1)(2)(3)
Total office revenues	$	111,936		$	107,700			3.9	%
Total multifamily revenues		16,621			16,065			3.5
Total revenues		128,557			123,765			3.9
Total office expense		37,933			37,548			1.0
Total multifamily expense		4,191			4,428			(5.4	)
Total property expense		42,124			41,976			0.4
Same Property NOI - cash basis	$	86,433		$	81,789			5.7	%

NOTE:  See below for a description of same property, cash basis and NOI.

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Douglas Emmett, Inc. Announces

2008 Fourth Quarter and Year-End Earnings Results

Douglas Emmett, Inc.

Reconciliation of Same Property NOI to GAAP Net Income (Loss)

(unaudited and in thousands)

	Three Months Ended December 31,
	2008			2007
Same property office revenues - cash basis (1)(2)	$	111,936		$	107,700
GAAP adjustments		7,559			12,419
Same property office revenues - GAAP basis		119,495			120,119
Same property multifamily revenues - cash basis		16,621			16,065
GAAP adjustments		883			1,905
Same property multifamily revenues - GAAP basis		17,504			17,970
Same property revenues - GAAP basis		136,999			138,089
Same property office expenses - cash basis		(37,933	)		(37,548	)
GAAP adjustments		46			402
Same property office expenses - GAAP basis		(37,887	)		(37,146	)
Same property multifamily expenses - cash basis		(4,191	)		(4,428	)
GAAP adjustments		-			-
Same property multifamily expenses - GAAP basis		(4,191	)		(4,428	)
Same property expenses - GAAP basis		(42,078	)		(41,574	)
Same property Net Operating Income (NOI)(3) - GAAP basis		94,921			96,515
Non-comparable office revenues		18,571			947
Non-comparable office expenses		(6,313	)		(373	)
Total property NOI - GAAP basis		107,179			97,089
General and administrative expenses		(6,389	)		(5,462	)
Depreciation and amortization		(63,793	)		(57,349	)
Operating income		36,997			34,278
Interest and other income		3,091			36
Interest expense		(48,147	)		(42,497	)
Loss before minority interests		(8,059	)		(8,183	)
Minority interests		1,690			2,493
Net loss	$	(6,369	)	$	(5,690	)

(1)	To facilitate a more meaningful comparison of NOI between periods, we calculate comparable amounts for a subset of our owned properties referred to as same properties.  Same property amounts are calculated as the amounts attributable to properties which have been owned and operated by us during the entire span of both periods compared.  Therefore, any properties either acquired after the first day of the earlier comparison period or sold before the last day of the later comparison period are excluded from same properties.  We may also exclude from the same property set any property that is undergoing a major repositioning project that would impact the comparability of its results between two periods.
(2)	NOI as defined below includes the revenue and expense directly attributable to our real estate properties calculated in accordance with GAAP, and is specifically labeled as “GAAP basis.”  We also believe that NOI calculated on a cash basis is useful for investors to understand our operations.  Cash basis NOI is also a non-GAAP measure, which we calculate by excluding from GAAP basis NOI our straight-line rent adjustments and the amortization of above/below market lease intangible assets and liabilities.  Accordingly, cash basis NOI should be considered only as a supplement to net income as a measure of our performance.  Cash basis NOI 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.  Cash basis NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.
(3)	Reported net income (or loss) is computed in accordance with GAAP.  In contrast, net operating income (NOI) is a non-GAAP measure consisting of the revenue and expense attributable to the real estate properties that we own and operate.  Although NOI is considered a non-GAAP measure, we present NOI on a “GAAP basis” by using property revenues and expenses calculated in accordance with GAAP.  The most directly comparable GAAP measure to NOI is net income (or loss), adjusted to exclude general and administrative expense, depreciation and amortization expense, interest income, interest expense, income from unconsolidated partnerships, minority interests in consolidated partnerships, gains (or losses) from sales of depreciable operating properties, net income from discontinued operations and extraordinary items.  Management uses NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or 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 NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense 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 NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI.  Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI 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.  NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

###

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EX-99.2

Supplemental Operating and Financial Data

For the Quarter and Year Ended December 31, 2008

Douglas Emmett, Inc. TABLE OF CONTENTS

	PAGE
Corporate Data	2
Investor Information	3
CONSOLIDATED FINANCIAL RESULTS
Balance Sheets	5
Quarterly and Annual Operating Results	6
Funds from Operations and Adjusted Funds from Operations	7
Same Property Statistical and Financial Data	8
Reconciliation of Same Property NOI to GAAP Net Income (Loss)	9
Definitions	10
Debt Balances	11
PORTFOLIO DATA
Office Portfolio Summary	13
Office Portfolio Occupancy and In-Place Rents	14
Multifamily Portfolio Summary	15
Tenant Diversification	16
Industry Diversification	17
Lease Distribution	18
Lease Expirations	19
Quarterly Lease Expirations – Next Four Quarters	20
Office Portfolio Leasing Activity	21

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.

Douglas Emmett, Inc.

CORPORATE DATA

Douglas Emmett, Inc. CORPORATE DATA as of December 31, 2008

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 submarkets in California and Hawaii. The Company’s properties are concentrated in ten submarkets – Brentwood, Olympic Corridor, Century City, Santa Monica, Beverly Hills, Westwood, Sherman Oaks/Encino, Warner Center/Woodland Hills, Burbank, and Honolulu.  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.

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.

Number of office properties owned (1)		55
Square feet owned (in thousands) (1)		13,328
Office leased rate as of December 31, 2008 (1)		93.1	%
Office occupied rate as of December 31, 2008 (1) (2)		92.4	%
Number of multifamily properties owned		9
Number of multifamily units owned		2,868
Multifamily leased rate as of December 31, 2008		99.1	%
Market capitalization (in thousands):
	Total debt(3) (4)	3,483,800
	Common equity capitalization(5)	2,038,602
	Total market capitalization	5,522,402
Debt/total market capitalization		63.1	%
Common stock data (NYSE:DEI):
	Range of closing prices(6)	$8.26 - $22.45
	Closing price at quarter end	$13.06
	Weighted average diluted shares outstanding (in thousands) (6) (7)	156,062
	Shares of common stock outstanding on December 31, 2008 (in thousands) (8)	121,897

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	Represents percent leased less signed leases not yet commenced.
(3)	Excludes non-cash loan premium.
(4)	Excludes one-third of the $18 million debt and 50% of the $365 million debt carried by consolidated entities in which our operating partnership owns interests.
(5)	Common equity capitalization represents the total number of shares of common stock and OP units outstanding multiplied by the closing price of our stock at the end of the period.
(6)	For the quarter ended December 31, 2008.
(7)	Diluted shares shown here represent ownership in our company through shares of common stock and OP units.
(8)	This amount represents undiluted shares, and does not include OP units.

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Douglas Emmett, Inc. 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 Chief Executive Officer, PinnacleCare	Thomas E. O’Hern Executive Vice President, Chief Financial Officer and Treasurer, Macerich Company
Jordan L. Kaplan President and Chief Executive Officer, Douglas Emmett, Inc.	Victor J. Coleman 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	William Kamer Chief Financial Officer
Allan B. Golad SVP, Property Management	Gregory R. Hambly Chief Accounting Officer	Michael J. Means SVP, Commercial Leasing

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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Douglas Emmett, Inc.

CONSOLIDATED

FINANCIAL RESULTS

- 4 - -

Douglas Emmett, Inc. BALANCE SHEETS (in thousands)

	December 31, 2008			December 31, 2007
	(unaudited)
Assets
Investment in real estate:
Land	$	900,213		$	825,560
Buildings and improvements		5,528,567			4,978,124
Tenant improvements and lease intangibles		552,536			460,486
		6,981,316			6,264,170
Less: accumulated depreciation		(490,125	)		(242,114	)
Net investment in real estate		6,491,191			6,022,056
Cash and cash equivalents		8,655			5,843
Tenant receivables, net		2,197			955
Deferred rent receivables, net		33,039			20,805
Interest rate contracts		176,255			84,600
Acquired lease intangible assets, net		18,163			24,313
Other assets		31,304			31,396
Total assets	$	6,760,804		$	6,189,968
Liabilities
Secured notes payable	$	3,672,300		$	3,080,450
Unamortized non-cash debt premium		20,485			25,227
Interest rate contracts		407,492			129,083
Accrued interest payable		22,982			13,963
Accounts payable and accrued expenses		46,233			48,741
Acquired lease intangible liabilities, net		195,036			218,371
Security deposits		35,890			31,309
Dividends payable		22,856			19,221
Other liabilities		57,316			-
Total liabilities		4,480,590			3,566,365
Minority interests		505,025			793,764
Stockholders’ Equity
Common stock		1,219			1,098
Additional paid-in capital		2,284,429			2,019,716
Accumulated other comprehensive income		(274,111	)		(101,163	)
Accumulated deficit		(236,348	)		(89,812	)
Total stockholders’ equity		1,775,189			1,829,839
Total liabilities and stockholders’ equity	$	6,760,804		$	6,189,968

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Douglas Emmett, Inc. QUARTERLY AND ANNUAL OPERATING RESULTS (unaudited and in thousands, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2008			2007			2008			2007
Revenues:
Office rental:
Rental revenues	$	110,471		$	97,833		$	433,487		$	376,921
Tenant recoveries		9,869			7,131			32,392			30,269
Parking and other income		17,726			16,124			71,498			61,379
Total office revenues		138,066			121,088			537,377			468,569
Multifamily rental:
Rental revenues		16,380			17,040			66,510			67,427
Parking and other income		1,124			930			4,207			3,632
Total multifamily revenues		17,504			17,970			70,717			71,059
Total revenues		155,570			139,058			608,094			539,628
Operating Expenses:
Office expenses		44,200			37,541			166,124			148,582
Multifamily expenses		4,191			4,428			17,079			18,735
General and administrative		6,389			5,462			22,646			21,486
Depreciation and amortization		63,793			57,349			248,011			209,593
Total operating expenses		118,573			104,780			453,860			398,396
Operating income		36,997			34,278			154,234			141,232
Interest and other income		3,091			36			3,580			695
Interest expense		(48,147	)		(42,497	)		(193,727	)		(160,616	)
Loss before minority interests		(8,059	)		(8,183	)		(35,913	)		(18,689	)
Minority interests		1,690			2,493			7,920			5,681
Net loss	$	(6,369	)	$	(5,690	)	$	(27,993	)	$	(13,008	)
Net loss per common share – basic and diluted(1)	$	(0.05	)	$	(0.05	)	$	(0.23	)	$	(0.12	)
Weighted average shares of common stock outstanding – basic and diluted(1)		121,777			109,834			120,726			112,646

(1) Diluted shares are calculated in accordance with accounting principles generally accepted in the United States (GAAP) and include common stock plus dilutive equity instruments, as appropriate.  This amount excludes OP units, which are included in the non-GAAP calculation of diluted shares on page 2.

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Douglas Emmett, Inc. FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS (unaudited and in thousands, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2008			2007			2008			2007
Funds From Operations (FFO)
Net loss	$	(6,369	)	$	(5,690	)	$	(27,993	)	$	(13,008	)
Depreciation and amortization of real estate assets		63,793			57,349			248,011			209,590
Minority interests		(1,690	)		(2,493	)		(7,920	)		(5,681	)
Loss on asset disposition		-			-			65			-
Less: adjustments attributable to minority interest in consolidated joint venture		(157	)		-			(470	)		-
FFO	$	55,577		$	49,166		$	211,693		$	190,901
Adjusted Funds From Operations (AFFO)
FFO	$	55,577		$	49,166		$	211,693		$	190,901
Straight-line rent adjustment		(1,348	)		(4,136	)		(12,234	)		(17,218	)
Amortization of acquired above and below market leases		(10,577	)		(10,628	)		(42,907	)		(40,561	)
Amortization of interest rate contracts and loan premium		(315	)		2,511			9,063			9,067
Amortization of prepaid financing		666			353			2,083			1,135
Recurring capital expenditures, tenant improvements and leasing commissions		(10,618	)		(10,260	)		(29,018	)		(30,142	)
Non-cash compensation expense		1,137			491			6,596			2,321
Less: adjustments attributable to minority interest in consolidated joint venture		48			-			154			-
AFFO	$	34,570		$	27,497		$	145,430		$	115,503
Weighted average share equivalents outstanding - fully diluted		156,062			159,111			156,172			162,935
FFO per share- fully diluted	$	0.36		$	0.31		$	1.36		$	1.17
Dividends per share declared	$	0.1875		$	0.175		$	0.75		$	0.70
AFFO payout ratio		84.66	%		99.91	%		80.40	%		97.53	%
NOTE:  See page 10 for our definition of FFO and AFFO.

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Douglas Emmett, Inc. SAME PROPERTY STATISTICAL AND FINANCIAL DATA (unaudited and in thousands, except statistics)

	Three Months Ended December 31,
	2008			2007			% Change
Same Property Office Statistics
Number of properties		47			47
Rentable square feet		11,637,122			11,635,785
% leased (average for 3 months)		94.3	%		95.7	%
% occupied (average for 3 months)		93.6	%		94.5	%
Same Property Multifamily Statistics
Number of properties		9			9
Number of units		2,868			2,868
% leased (average for 3 months)		99.3	%		99.0	%
Same Property Net Operating Income - GAAP Basis
Total office revenues	$	119,495		$	120,119			(0.5	) %
Total multifamily revenues		17,504			17,970			(2.6	)
Total revenues		136,999			138,089			(0.8	)
Total office expense		37,887			37,146			2.0
Total multifamily expense		4,191			4,428			(5.4	)
Total property expense		42,078			41,574			1.2
Same Property NOI - GAAP basis	$	94,921		$	96,515			(1.7	) %
Same Property Net Operating Income - Cash Basis
Total office revenues	$	111,936		$	107,700			3.9	%
Total multifamily revenues		16,621			16,065			3.5
Total revenues		128,557			123,765			3.9
Total office expense		37,933			37,548			1.0
Total multifamily expense		4,191			4,428			(5.4	)
Total property expense		42,124			41,976			0.4
Same Property NOI - cash basis	$	86,433		$	81,789			5.7	%
NOTE:  See page 10 for our definition of NOI, same property and cash basis.

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Douglas Emmett, Inc. RECONCILIATION OF SAME PROPERTY NOI TO GAAP NET INCOME (LOSS) (unaudited and in thousands)

	Three Months Ended December 31,
	2008			2007
Same property office revenues - cash basis	$	111,936		$	107,700
GAAP adjustments		7,559			12,419
Same property office revenues - GAAP basis		119,495			120,119
Same property multifamily revenues - cash basis		16,621			16,065
GAAP adjustments		883			1,905
Same property multifamily revenues - GAAP basis		17,504			17,970
Same property revenues - GAAP basis		136,999			138,089
Same property office expenses - cash basis		(37,933	)		(37,548	)
GAAP adjustments		46			402
Same property office expenses - GAAP basis		(37,887	)		(37,146	)
Same property multifamily expenses - cash basis		(4,191	)		(4,428	)
GAAP adjustments		-			-
Same property multifamily expenses - GAAP basis		(4,191	)		(4,428	)
Same property expenses - GAAP basis		(42,078	)		(41,574	)
Same property Net Operating Income (NOI) - GAAP basis		94,921			96,515
Non-comparable office revenues		18,571			947
Non-comparable office expenses		(6,313	)		(373	)
Total property NOI - GAAP basis		107,179			97,089
General and administrative expenses		(6,389	)		(5,462	)
Depreciation and amortization		(63,793	)		(57,349	)
Operating income		36,997			34,278
Interest and other income		3,091			36
Interest expense		(48,147	)		(42,497	)
Loss before minority interests		(8,059	)		(8,183	)
Minority interests		1,690			2,493
Net loss	$	(6,369	)	$	(5,690	)
NOTE:  See page 10 for our definition of NOI, same property and cash basis.

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Douglas Emmett, Inc. DEFINITIONS

Funds From Operations (FFO):  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.

Adjusted Funds From Operations (AFFO):  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.

Net Operating Income (NOI):  Reported net income (or loss) is computed in accordance with GAAP.  In contrast, net operating income (NOI) is a non-GAAP measure consisting of the revenue and expense attributable to the real estate properties that we own and operate.  Although NOI is considered a non-GAAP measure, we present NOI on a “GAAP basis” by using property revenues and expenses calculated in accordance with GAAP.  The most directly comparable GAAP measure to NOI is net income (or loss), adjusted to exclude general and administrative expense, depreciation and amortization expense, interest income, interest expense, income from unconsolidated partnerships, minority interests in consolidated partnerships, gains (or losses) from sales of depreciable operating properties, net income from discontinued operations and extraordinary items.  Management uses NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or 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 NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense 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 NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI.  Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI 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.  NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

Same Property:  To facilitate a more meaningful comparison of NOI between periods, we calculate comparable amounts for a subset of our owned properties referred to as same properties.  Same property amounts are calculated as the amounts attributable to properties which have been owned and operated by us during the entire span of both periods compared.  Therefore, any properties either acquired after the first day of the earlier comparison period or sold before the last day of the later comparison period are excluded from same properties.  We may also exclude from the same property set any property that is undergoing a major repositioning project that would impact the comparability of its results between two periods.

Cash Basis:  NOI as defined above includes the revenue and expense directly attributable to our real estate properties calculated in accordance with GAAP, and is specifically labeled as “GAAP basis.”  We also believe that NOI calculated on a cash basis is useful for investors to understand our operations.  Cash basis NOI is also a non-GAAP measure, which we calculate by excluding from GAAP basis NOI our straight-line rent adjustments and the amortization of above/below market lease intangible assets and liabilities.  Accordingly, cash basis NOI should be considered only as a supplement to net income as a measure of our performance.  Cash basis NOI 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.  Cash basis NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

- 10 - -

Douglas Emmett, Inc. DEBT BALANCES as of December 31, 2008 (unaudited and in thousands)

		Maturity Date			Principal Balance		Variable Rate	Effective Annual Fixed Rate(1)	Swap Maturity Date
Variable Rate Swapped to Fixed Rate:
Fannie Mae Loan I(2)		06/01/12		$	293,000		DMBS + 0.60%	4.70%	08/01/11
Fannie Mae Loan II(2)		06/01/12			95,080		DMBS + 0.60%	5.78	08/01/11
Modified Term Loan I(3)(4)		08/31/12			2,300,000		LIBOR + 0.85%	5.13	08/01/10 - 08/01/12
Term Loan II(5)(6)		08/18/13			182,500		LIBOR + 1.65%	5.52	09/04/12
Fannie Mae Loan III(2)		02/01/15			36,920		DMBS + 0.60%	5.78	08/01/11
Fannie Mae Loan IV(2)		02/01/15			75,000		DMBS + 0.76%	4.86	08/01/11
Term Loan III(7)		04/01/15			340,000		LIBOR + 1.50%	4.77	01/02/13
Fannie Mae Loan V(2)		02/01/16			82,000		LIBOR + 0.62%	5.62	03/01/12
Fannie Mae Loan VI(2)		06/01/17			18,000		LIBOR + 0.62%	5.82	06/01/12
	Subtotal				3,422,500	(8)		5.12% (1)
Variable Rate:
Wells Fargo Loan(9)		03/01/11	(10)		12,000		LIBOR + 1.25%	--	--
$370 Million Senior Secured Revolving Credit Facility(11)		10/30/11	(12)		49,300		LIBOR / Fed Funds +(13)	--	--
	Subtotal				61,300
	Total, net of portion attributable to minority interest in    consolidated joint venture and fund			$	3,483,800	(14)

(1)	Includes the effect of interest rate contracts.  Based on actual/360-day basis and excludes amortization of loan fees and unused fees on credit line.  The total effective rate on an actual/365-day basis is 5.19% at December 31, 2008.
(2)	Secured by four separate collateralized pools.  Fannie Mae Discount Mortgage-Backed Security (DMBS) generally tracks 90-day LIBOR.
(3)	Secured by seven separate cross-collateralized pools.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(4)	Includes $1.11 billion swapped to 4.96% until August 1, 2010; $545.0 million swapped to 5.83% until December 1, 2010; $322.5 million swapped to 5.05% until August 1, 2011; and $322.5 million swapped to 5.09% until August 1, 2012.
(5)	Secured by six properties in a cross-collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(6)	This is a $365 million loan held by a consolidated entity in which our Operating Partnership owns one-half of the common equity.
(7)	Secured by four properties in a cross-collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(8)	As of December 31, 2008, the weighted average remaining life of our total outstanding debt is 4.1 years, and the weighted average remaining life of the interest rate swaps is 2.4 years.
(9)	This is an $18 million loan held by a consolidated entity in which our Operating Partnership owns a two-thirds interest.  The loan has a one-year extension option.
(10)	Represents maturity date of March 1, 2010 which we may extend to March 1, 2011.
(11)	This credit facility is secured by nine properties and has two one-year extension options available.
(12)	Represents maturity date of October 30, 2009 which we may extend to October 30, 2011.
(13)	This revolver 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.
(14)	Excludes the unamortized non-cash debt premium of $20,485 which represents the mark-to-market adjustment recorded on all variable rate debt outstanding at the time of our IPO.

- 11 - -

Douglas Emmett, Inc.

PORTFOLIO DATA

- 12 - -

Douglas Emmett, Inc. OFFICE PORTFOLIO SUMMARY (1) as of December 31, 2008

Submarket	Number of Properties		Rentable Square Feet (2)		Square Feet as a Percent of Total
West Los Angeles
Brentwood		13		1,390,768		10.4	%
Olympic Corridor		5		1,096,079		8.2
Century City		3		915,980		6.9
Santa Monica		8		969,971		7.3
Beverly Hills		6		1,343,094		10.1
Westwood		2		396,807		3.0
San Fernando Valley
Sherman Oaks/Encino		11		3,180,954		23.9
Warner Center/Woodland Hills		3		2,855,864		21.4
Tri-Cities
Burbank		1		420,949		3.1
Honolulu		3		757,636		5.7
Total		55		13,328,102		100.0	%

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	Based on BOMA 1996 remeasurement.  Total consists of 12,242,179 leased square feet, 923,081 available square feet, 76,251 building management use square feet, and 86,591 square feet of BOMA 1996 adjustment on leased space.

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Douglas Emmett, Inc. OFFICE PORTFOLIO OCCUPANCY AND IN-PLACE RENTS (1)  as of December 31, 2008

Submarket	Percent Leased(2)			Annualized Rent(3)		Annualized Rent Per Leased Square Foot (4)		Monthly Rent Per Leased Square Foot
West Los Angeles
Brentwood		95.8	%	$	50,139,136	$	38.06	$	3.17
Olympic Corridor		94.6			32,551,780		32.14		2.68
Century City		98.2			32,133,272		36.14		3.01
Santa Monica (5)		93.2			44,236,506		49.86		4.15
Beverly Hills		91.9			46,009,751		38.36		3.20
Westwood		94.9			13,611,481		36.59		3.05
San Fernando Valley
Sherman Oaks/Encino		93.6			89,929,729		31.07		2.59
Warner Center/Woodland Hills		89.0			71,516,533		28.71		2.39
Tri-Cities
Burbank		100.0			13,383,871		31.79		2.65
Honolulu		89.8			22,706,974		34.05		2.84
Total / Weighted Average		93.1		$	416,219,033		34.26		2.85
Recurring Capital Expenditures (1)
- Office (per rentable square foot) for the three months ended December 31, 2008						$	0.14
- Office (per rentable square foot) for the twelve months ended December 31, 2008						$	0.46

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	Includes 91,775 square feet with respect to signed leases not yet commenced.
(3)	Represents annualized monthly cash rent under leases commenced as of December 31, 2008 (excluding 91,775 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.
(4)	Represents annualized rent divided by leased square feet (excluding 91,775 square feet with respect to signed leases not commenced) as set forth in note (2) above for the total.
(5)	Includes $1,287,232 of annualized rent attributable to our corporate headquarters at our Lincoln/Wilshire property.

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Douglas Emmett, Inc. MULTIFAMILY PORTFOLIO SUMMARY as of December 31, 2008

Submarket	Number of Properties		Number of Units		Units as a 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		99.5	%	$	24,096,283	$	2,125
Santa Monica(2)		98.7			20,501,004		2,112
Honolulu		99.0			18,273,968		1,401
Total / Weighted Average		99.1		$	62,871,255		1,844
Recurring Capital Expenditures
- Multifamily (per unit) for the three months ended December 31, 2008						$	254
- Multifamily (per unit) for the twelve months ended December 31, 2008						$	547

(1)	Represents December 31, 2008 multifamily rental income annualized.
(2)	Excludes 10,013 square feet of ancillary retail space, which generates $293,022 of annualized rent as of December 31, 2008.

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Douglas Emmett, Inc. TENANT DIVERSIFICATION (1) (1.0% or Greater ofAnnualized Rent) as of December 31, 2008

	Number of Leases	Number of Properties	Lease Expiration(2)	Total Leased Square Feet	Percent of Rentable Square Feet		Annualized Rent(3)		Percent of Annualized Rent
Time Warner(4)	4	4	2010-2019	642,845	4.8	%	$	21,256,817	5.1	%
AIG (Sun America Life Insurance)	1	1	2013	182,010	1.4			5,704,276	1.3
The Endeavor Agency, LLC	2	1	2019	113,878	0.9			4,972,648	1.2
Metrocities Mortgage, LLC(5)	2	2	2010-2015	138,040	1.0			4,101,901	1.0
Bank of America(6)	11	8	2009-2013	112,925	0.8			4,039,137	1.0
Total(7)	20	16		1,189,698	8.9	%	$	40,074,779	9.6	%

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	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.
(3)	Represents annualized monthly cash rent under leases commenced as of December 31, 2008.  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.
(4)	Includes a 62,000 square foot lease expiring in June 2010, a 10,000 square foot lease expiring in October 2013, a 150,000 square foot lease expiring in April 2016, and a 421,000 square foot lease expiring in September 2019.
(5)	Includes a 8,000 square foot lease expiring in September 2010 and a 130,000 square foot lease expiring in February 2015.
(6)	Includes a 5,000 square foot lease expiring in September 2009, a 9,000 square foot lease expiring in September 2010, a 7,000 square foot lease expiring in December 2010, two leases total 19,000 square foot expiring in January 2011, a 2,000 square foot lease expiring in May 2011, a 16,000 square foot lease expiring in July 2011, a 41,000 square foot lease expiring in January 2012, a 6,000 square foot lease expiring in May 2012, and a 8,000 square foot lease expiring in July 2013.
(7)	Excludes Health Net that occupies 177,000 square feet.  Out of total square feet, 125,000 square feet expire in December 2014 and 51,000 square feet expired at the end of December 31, 2008.

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Douglas Emmett, Inc. INDUSTRY DIVERSIFICATION (1) as of December 31, 2008

Industry	Number of Leases		Annualized Rent as a Percent of Total
Legal		353		15.9	%
Financial Services		270		14.7
Entertainment		120		11.3
Real Estate		165		9.1
Health Services		297		9.0
Accounting & Consulting		213		8.4
Insurance		85		7.6
Retail		163		7.0
Technology		70		3.9
Advertising		57		3.3
Public Administration		29		1.8
Educational Services		10		0.7
Other		266		7.3
Total		2,098		100.0	%

(1) All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.

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Douglas Emmett, Inc. LEASE DISTRIBUTION (1) as of December 31, 2008

	Number of Leases	Leases as a Percent of Total	Rentable Square Feet (2)		Square Feet as a Percent of Total		Annualized Rent(3)	Annualized Rent as a Percent of Total
2,500 or less	1,033	49.2%	1,413,098		10.6%	$	51,154,968	12.3%
2,501-10,000	783	37.3	3,809,780		28.6		131,241,752	31.5
10,001-20,000	188	9.0	2,637,920		19.8		88,723,238	21.3
20,001-40,000	65	3.1	1,784,910		13.4		60,924,562	14.6
40,001-100,000	22	1.1	1,247,281		9.4		44,736,346	10.8
Greater than 100,000	7	0.3	1,257,415		9.4		39,438,167	9.5
Subtotal	2,098	100.0%	12,150,404	(5)	91.2%		416,219,033	100.0%
Available	-	-	923,081		6.9		-	-
BOMA Adjustment(4)	-	-	86,591		0.6		-	-
Building Management Use	-	-	76,251		0.6		-	-
Signed leases not commenced	-	-	91,775		0.7		-	-
Total	2,098	100.0%	13,328,102		100.0%	$	416,219,033	100.0%

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	Based on BOMA 1996 remeasurement. Total consists of 12,242,179 leased square feet (includes 91,775 square feet with respect to signed leases not commenced), 923,081 available square feet, 76,251 building management use square feet, and 86,591 square feet of BOMA 1996 adjustment on leased space.
(3)	Represents annualized monthly cash base rent (i.e., excludes tenant reimbursements, parking and other revenue) under leases commenced as of December 31, 2008 (does not include 91,775 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.
(4)	Represents square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.
(5)	Average tenant size is approximately 5,800 square feet. Median is approximately 2,500 square feet.

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Douglas Emmett, Inc. LEASE EXPIRATIONS (1) as of December 31, 2008

Year of Lease Expiration	Number of Leases Expiring	Rentable Square Feet(2)	Expiring Square Feet as a Percent of Total		Annualized Rent(3)	Annualized Rent as a Percent of Total		Annualized Rent Per Leased Square Foot(4)		Annualized Rent Per leased Square Foot at Expiration(5)
Available	-	923,081	6.9%	$	-	- %	$	-	$	-
2009	459	1,779,677	13.4		57,697,675	13.9		32.42		32.76
2010	424	1,764,955	13.2		59,400,755	14.3		33.66		34.97
2011	391	1,767,625	13.3		61,155,401	14.7		34.60		37.27
2012	292	1,546,975	11.6		52,106,515	12.5		33.68		37.72
2013	257	1,658,473	12.4		60,385,850	14.5		36.41		42.25
2014	121	962,824	7.2		31,550,518	7.6		32.77		41.14
2015	57	650,171	4.9		21,176,002	5.1		32.57		41.19
2016	30	615,805	4.6		20,131,321	4.8		32.69		39.46
2017	28	321,680	2.4		11,020,923	2.7		34.26		47.59
2018	28	289,460	2.2		13,511,401	3.2		46.68		65.37
2019	6	622,359	4.7		21,371,681	5.1		34.34		44.04
Thereafter	5	170,400	1.3		6,710,991	1.6		39.38		55.15
BOMA Adjustment(6)	-	86,591	0.6		-	-		-		-
Building Management Use	-	76,251	0.6		-	-		-		-
Signed leases not commenced	-	91,775	0.7		-	-		-		-
Total/Weighted Average	2,098	13,328,102	100.0%	$	416,219,033	100.0%	$	34.26	$	39.18

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	Based on BOMA 1996 remeasurement. Total consists of 12,242,179 leased square feet (includes 91,775 square feet with respect to signed leases not commenced), 923,081 available square feet, 76,251 building management use square feet, and 86,591 square feet of BOMA 1996 adjustment on leased space.
(3)	Represents annualized monthly base rent under leases commenced as of December 31, 2008.  The amount reflects total base rent before abatements.
(4)	Represents annualized rent divided by leased square feet.
(5)	Represents annualized rent at expiration divided by leased square feet.
(6)	Represents the square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.

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Douglas Emmett, Inc. QUARTERLY LEASE EXPIRATIONS – NEXT FOUR QUARTERS (1) as of December 31, 2008

Submarket				Q1 2009			Q2 2009			Q3 2009			Q4 2009
West Los Angeles
	Brentwood	Expiring SF		43,960			35,439			51,396			102,347
		Rent per SF(2)	$	35.63		$	37.14		$	32.81		$	32.76
	Olympic Corridor	Expiring SF		21,287			59,194			27,690			55,977
		Rent per SF(2)	$	27.38		$	29.48		$	34.46		$	31.99
	Century City	Expiring SF		9,261			56,491			23,235			22,130
		Rent per SF(2)	$	32.74		$	32.43		$	31.10		$	32.22
	Santa Monica	Expiring SF		979			16,802			5,649			47,310
		Rent per SF(2)	$	43.89		$	37.31		$	33.23		$	60.09
	Beverly Hills	Expiring SF		38,441			35,053			62,956			92,280
		Rent per SF(2)	$	35.13		$	33.47		$	32.81		$	37.01
	Westwood	Expiring SF		3,015			10,930			2,918			29,532
		Rent per SF(2)	$	36.41		$	33.95		$	34.58		$	36.52
San Fernando Valley
	Sherman Oaks/Encino	Expiring SF		83,498			62,058			119,288			121,262
		Rent per SF(2)	$	30.71		$	29.76		$	30.75		$	31.73
	Warner Center/Woodland Hills	Expiring SF		142,982			177,451			49,831			87,046
		Rent per SF(2)	$	29.58		$	28.99		$	29.28		$	29.01
Tri-Cities
	Burbank	Expiring SF		-			-			-			-
		Rent per SF(2)	$	-		$	-		$	-		$	-
Honolulu		Expiring SF		10,427			8,939			35,278			27,345
		Rent per SF(2)	$	31.97		$	39.63		$	44.46		$	30.20
Total		Expiring SF		353,850	(3)		462,357	(4)		378,241	(5)		585,229	(6)
		Rent per SF(2)	$	31.32		$	31.17		$	32.82		$	34.84

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	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.
(3)	As of December 31, 2008, 184,568 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending March 31, 2009.
(4)	As of December 31, 2008, 93,987 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending June 30, 2009.
(5)	As of December 31, 2008, 51,931 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending September 30, 2009.
(6)	As of December 31, 2008, 15,622 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending December 31, 2009.

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Douglas Emmett, Inc. OFFICE PORTFOLIO LEASING ACTIVITY (1) for the three months ended December 31, 2008

Gross New Leasing Activity
Rentable square feet		96,603
Number of leases		37
Gross Renewal Leasing Activity
Rentable square feet		226,556
Number of leases		59
Net Absorption
Leased rentable square feet		(129,768	)
Cash Rent Growth (2)
Expiring Rate	$	34.09
New/Renewal Rate	$	39.81
Increase		16.8	%
Straight-Line Rent Growth (3)
Expiring Rate	$	32.16
New/Renewal Rate	$	42.75
Increase		32.9	%
Weighted Average Lease Terms
New (in months)		55
Renewal (in months)		53

	Total Lease		Annual Lease
	Transaction		Transaction
Tenant Improvement and Leasing Commissions(per rentable square foot) (4)	Costs		Costs
New leases	$	21.93	$	4.79
Renewal leases	$	16.73	$	3.81
Blended	$	18.28	$	4.11

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by a fund in which we own a 50% interest.
(2)	Represents the difference between initial stabilized cash rents on new and renewal leases as compared to the expiring cash rents on the same space.
(3)	Represents a comparison between straight-line rent on expiring leases and the straight-line rent for new leases on the same space.
(4)	Represents weighted average lease transaction costs based on the leases executed in the current quarter in our properties, including repositioned properties.

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