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)

August 4, 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 August 4, 2009, Douglas Emmett, Inc. issued a press release setting forth the results for the Company for the quarter ended June 30, 2009 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 August 4, 2009.

99.2 Supplemental Financial and Operating Information provided by Douglas Emmett, Inc. on August 4, 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: August 4, 2009	By:	/s/ William Kamer
		William Kamer
		Chief Financial Officer

EX-99.1

808 Wilshire Boulevard 2nd Floor   T: 310.255.7700

Santa Monica, California 90401         F: 310.255.7702

FOR IMMEDIATE RELEASE

Mary Jensen, Vice President – Investor Relations

310.255.7751 or mjensen@douglasemmett.com

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Reports FFO of $0.32 Per Diluted Share

Narrows 2009 FFO Guidance

SANTA MONICA, CALIFORNIA – August 4, 2009 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT), today announced its 2009 second quarter financial results for the period ended June 30, 2009.

Financial Results

Funds From Operations (FFO) for the three months ended June 30, 2009 totaled $49.7 million, or $0.32 per diluted share, compared to $51.6 million, or $0.33 per diluted share, for the three months ended June 30, 2008.  Funds From Operations (FFO) for the six months ended June 30, 2009 totaled $104.0 million, or $0.67 per diluted share, compared to $105.0 million, or $0.67 per diluted share, for the six months ended June 30, 2008.

The Company reported a GAAP net loss attributable to common stockholders of $7.5 million, or ($0.06) per diluted share, for the three months ended June 30, 2009, compared to a GAAP net loss attributable to common stockholders of $9.4 million, or ($0.08) per diluted share, for the three months ended June 30, 2008.  For the six months ended June 30, 2009, the Company reported a GAAP net loss attributable to common stockholders of $9.3 million, or ($0.08) per diluted share, compared to $11.9 million, or ($0.10) per diluted share for the six months ended June 30, 2008.

Same Property Net Operating Income (NOI) on a cash basis increased 1.3% for the three months ended June 30, 2009 compared to the three months ended June 30, 2008.  Same Property NOI on a GAAP basis for the three months ended June 30, 2009 decreased 0.4% compared to the three months ended June 30, 2008.

Financings and Debt Structure

The Company did not engage in any financing or debt transactions and maintained a zero balance on its revolving credit facility during the second quarter.  None of the Company’s current term loan mortgage debt matures until June 1, 2012.  The only other loan obligation is an $18 million secured acquisition loan with an extended maturity date of March 1, 2011.

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Company Operations

Office:  Douglas Emmett Fund X, the Company’s institutional fund, was deconsolidated from the Company’s results at the end of February 2009.  As a result, the Company’s financial results reflect the results of the Fund X properties on a consolidated basis for the period from March 2008, when the Company acquired the properties, through February 2009 and on an unconsolidated basis for the period from March 2009 through June 2009.  If the results of the Fund X properties were reflected on an unconsolidated basis in all applicable periods, total office revenues for the Company would have decreased to $122.7 million for the three months ended June 30, 2009 from $123.1 million for the three months ended June 30, 2008 and total office revenues for the six months ended June 30, 2009 would have increased to $247.3 million compared to $243.8 million for the six months ended June 30, 2008.  Same property office revenues, on a cash basis, increased to $113.4 million for the three months ended June 30, 2009, representing an increase of 1.0% from the three months ended June 30, 2008.

As of June 30, 2009, the Company’s office portfolio was 90.7% leased and 89.9% occupied, compared to 91.5% leased and 91.1% occupied at March 31, 2009.  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 second quarter of 2009, there was a significant increase in leasing activity with the Company signing 150 new and renewal leases, totaling 549,000 square feet, compared to 93 leases totaling 331,000 square feet in the prior quarter.

Multifamily:  For the quarter ended June 30, 2009, same property total multifamily revenues, on a cash basis, decreased 2.1% to $16.2 million compared to the quarter ended June 30, 2008. For the quarter ended June 30, 2009, same property total multifamily revenues, on a GAAP basis, decreased 2.3% to $17.0 million, compared to the quarter ended June 30, 2008.

As of June 30, 2009, the Company’s multifamily portfolio was 99.1% leased compared to 99.2% leased at March 31, 2009.

Dividends

During the quarter, the Company’s Board of Directors approved a quarterly cash dividend of $0.10 per share, which was paid on July 15, 2009 to shareholders of record as of June 30, 2009.  On an annualized basis, the dividend totals $0.40 per common share.

Guidance

FFO for the last two quarters of 2009 is expected to range between $0.58 and $0.62 per diluted share.  Therefore, the Company is narrowing its full year 2009 FFO guidance range to $1.25 - $1.29 per diluted share from $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 non-cash interest expense for the last two quarters of 2009 relating to the Company’s pre-IPO interest rate swap contracts will approximate straight-line amortization.

Conference Call and Web Cast Information

A conference call to discuss the Company’s 2009 second quarter financial results is scheduled for Wednesday, August 5, 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 1-877-941-6009 (domestic) or 1-480-629-9770 (international) using conference ID# 4116113.   A replay of the live call will be available via the web site for 90 days. A digital replay will be available through Wednesday, August 12, 2009 at 800-406-7325 (domestic) or 303-590-3030 (international) and using the access code 4116113.

page 2 of 8

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Supplemental Information

Supplemental financial information for the Company’s 2009 second quarter 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. The Company maintains a website at www.douglasemmett.com.

Safe Harbor Statement

Except for the historical facts, the statements in this press release are forward-looking statements based on our beliefs about, and 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--

page 3 of 8

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Douglas Emmett, Inc.

Consolidated Balance Sheets

(unaudited and in thousands)

		June 30, 2009		December 31, 2008
Assets
Investment in real estate:
Land	$	835,407	$	900,213
Buildings and improvements		5,013,389		5,528,567
Tenant improvements and lease intangibles		513,836		552,536
		6,362,632		6,981,316
Less: accumulated depreciation		(578,594)		(490,125)
Net investment in real estate		5,784,038		6,491,191
Cash and cash equivalents		43,261		8,655
Tenant receivables, net		1,215		2,427
Deferred rent receivables, net		35,858		33,039
Interest rate contracts		139,015		176,255
Acquired lease intangible assets, net		14,240		18,163
Investment in unconsolidated real estate fund		102,168		―
Other assets		26,034		31,304
Total assets	$	6,145,829	$	6,761,034
Liabilities
Secured notes payable	$	3,258,000	$	3,672,300
Unamortized non-cash debt premium		18,009		20,485
Interest rate contracts		297,152		407,492
Accrued interest payable		26,088		22,982
Accounts payable and accrued expenses		39,332		46,463
Acquired lease intangible liabilities, net		156,418		195,036
Security deposits		31,928		35,890
Dividends payable		12,140		22,856
Other liabilities		―		57,316
Total liabilities		3,839,067		4,480,820
Equity
Douglas Emmett, Inc. stockholders’ equity:
Common stock		1,214		1,219
Additional paid-in capital		2,285,551		2,284,429
Accumulated other comprehensive income (loss)		(216,874)		(274,111)
Accumulated deficit		(269,987)		(236,348)
Total Douglas Emmett, Inc. stockholders’ equity		1,799,904		1,775,189
Noncontrolling interests		506,858		505,025
Total equity		2,306,762		2,280,214
Total liabilities and equity	$	6,145,829	$	6,761,034

page 4 of 8

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Douglas Emmett, Inc.

Consolidated Statements of Operations

(unaudited and in thousands, except per share data)

		Three Months Ended June 30,				Six Months Ended June 30,
		2009(1)		2008(2)		2009(1)		2008(2)
Revenues:
Office rental:
Rental revenues	$	99,210	$	111,213	$	207,756	$	210,229
Tenant recoveries		7,134		8,179		15,100		14,188
Parking and other income		16,404		18,229		34,038		34,805
Total office revenues		122,748	(3)	137,621	(3)	256,894	(4)	259,222	(4)
Multifamily rental:
Rental revenues		16,007		16,423		32,194		33,647
Parking and other income		1,040		1,019		2,124		2,002
Total multifamily revenues		17,047		17,442		34,318		35,649
Total revenues		139,795		155,063		291,212		294,871
Operating Expenses:
Office expenses		36,665	(5)	41,802	(5)	76,977	(6)	77,723	(6)
Multifamily expenses		4,286		4,219		8,803		8,519
General and administrative		5,959		5,729		12,310		11,014
Depreciation and amortization		55,729		63,858		116,803		120,607
Total operating expenses		102,639		115,608		214,893		217,863
Operating income		37,156		39,455		76,319		77,008
Gain on disposition of interest in unconsolidated           real estate fund		―		―		5,573		―
Interest and other income		60		123		2,974		532
Loss, including depreciation, from unconsolidated          real estate fund		(2,128)		―		(2,806)		―
Interest expense		(44,606)		(51,791)		(93,828)		(92,994)
Net loss		(9,518)		(12,213)		(11,768)		(15,454)
Less:  Net loss attributable to noncontrolling interests		2,036		2,785		2,419		3,526
Net loss attributable to common stockholders	$	(7,482)	$	(9,428)	$	(9,349)	$	(11,928)
Net loss per common share – basic and diluted(7)	$	(0.06)	$	(0.08)	$	(0.08)	$	(0.10)
Weighted average shares of common stock outstanding – basic and diluted(7)		121,319		121,314		121,579		119,799

(1)   Douglas Emmett Fund X, LLC (Fund X) was deconsolidated from our financial statements as of the end of February 2009.  As a result, the consolidated operating results of Douglas Emmett, Inc. for the six months ended June 30, 2009 presented above reflect the impact of the properties owned by Fund X only for the months of January and February 2009 on a consolidated basis.  Beginning March 2009, Fund X is presented on an unconsolidated basis.

(2)   The properties currently owned by Fund X were acquired by us at the end of March 2008.  As such, our consolidated operating results reflect the impact of the properties now owned by Fund X for the period from March 26, 2008 through June 30, 2008.

(3)   If the properties contributed to Fund X had been an unconsolidated equity investment for the entire second quarter of 2008, total office revenues for the second quarter of 2008 would have been $123,050 (after subtracting office revenues attributable to the properties contributed to Fund X of $14,571) in comparison to the total office revenues of $122,748 for the second quarter of 2009 shown above.

(4)   If the properties contributed to Fund X had been an unconsolidated equity investment for the period during the first six months of 2008 following our acquisition of the properties and for the entire first six months of 2009, total office revenues would have been $243,773 for the first six months of 2008 (after subtracting office revenues attributable to the properties contributed to Fund X of $15,449) in comparison to total office revenues of $247,318 for the first six months of 2009 (after subtracting office revenues attributable to the properties contributed to Fund X of $9,576).

(5)   If the properties contributed to Fund X had been an unconsolidated equity investment for the entire second quarter of 2008, total office expenses for the second quarter of 2008 would have been $37,029 (after subtracting office expenses attributable to the properties contributed to Fund X of $4,773) in comparison to the total office expenses of $36,665 for the second quarter of 2009 shown above.

(6)   If the properties contributed to Fund X had been an unconsolidated equity investment for the period during the first six months of 2008 following our acquisition of the properties and for the entire first six months of 2009, total office expenses would have been $72,331 for the first six months of 2008 (after subtracting office expenses attributable to the properties contributed to Fund X of $5,392) in comparison to total office expenses of $73,787 for the first six months of 2009 (after subtracting office expenses attributable to the properties contributed to Fund X of $3,190).

(7)   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 fully diluted shares on page 6 of this press release.

page 5 of 8

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Douglas Emmett, Inc.

FFO Reconciliation

(unaudited and in thousands, except per share data)

		Three Months Ended June 30,				Six Months Ended June 30,
		2009		2008		2009		2008
Funds From Operations (FFO) (1)
Net loss attributable to common stockholders	$	(7,482)	$	(9,428)	$	(9,349)	$	(11,928)
Depreciation and amortization of real estate assets		55,729		63,858		116,803		120,607
Net loss attributable to noncontrolling interests		(2,036)		(2,785)		(2,419)		(3,526)
Loss on asset disposition		―		32		―		32
Gain on disposition of interest in unconsolidated real estate fund		―		―		(5,573)		―
Less: adjustments attributable to consolidated joint venture and                  unconsolidated investment in real estate fund		3,503		(99)		4,568		(162)
FFO	$	49,714	$	51,578	$	104,030	$	105,023
Weighted average share equivalents outstanding - fully diluted		155,380		156,724		155,703		156,573
FFO per share- fully diluted	$	0.32	$	0.33	$	0.67	$	0.67

(1)   We calculate funds from operations before noncontrolling 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.

page 6 of 8

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Douglas Emmett, Inc.

Same Property Statistical and Financial Data

(unaudited and in thousands, except statistics)

			Three Months Ended June 30,
			2009			2008		% Favorable (Unfavorable)
Same Property Office Statistics
Number of properties			49			49
Rentable square feet			11,889,012			11,887,895
% leased (average for 3 months)			92.4	%		95.4	%
% occupied (average for 3 months)			91.7	%		94.4	%
Same Property Multifamily Statistics
Number of properties			9			9
Number of units			2,868			2,868
% leased (average for 3 months)			99.1	%		99.4	%
Same Property Net Operating Income - GAAP Basis (1)(3)
Total office revenues		$	122,748		$	123,050		(0.2)%
Total multifamily revenues			17,047			17,442		(2.3)
	Total revenues		139,795			140,492		(0.5)
Total office expense			(36,665)			(37,029)		1.0
Total multifamily expense			(4,286)			(4,219)		(1.6)
	Total property expense		(40,951)			(41,248)		0.7
Same Property NOI - GAAP basis		$	98,844		$	99,244		(0.4)%
Same Property Net Operating Income - Cash Basis(1)(2)(3)
Total office revenues		$	113,413		$	112,303		1.0%
Total multifamily revenues			16,166			16,518		(2.1)
	Total revenues		129,579			128,821		0.6
Total office expense			(36,711)			(37,194)		1.3
Total multifamily expense			(4,286)			(4,219)		(1.6)
	Total property expense		(40,997)			(41,413)		1.0
Same Property NOI - cash basis		$	88,582		$	87,408		1.3%

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

page 7 of 8

Douglas Emmett, Inc. Announces

2009 Second Quarter Earnings Results

Douglas Emmett, Inc.

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

(unaudited and in thousands)

		Three Months Ended June 30,
		2009		2008
Same property office revenues - cash basis (1)(2)		$	113,413	$	112,303
GAAP adjustments			9,335		10,747
	Same property office revenues - GAAP basis		122,748		123,050
Same property multifamily revenues - cash basis			16,166		16,518
GAAP adjustments			881		924
	Same property multifamily revenues - GAAP basis		17,047		17,442
Same property revenues - GAAP basis			139,795		140,492
Same property office expenses - cash basis			(36,711)		(37,194)
GAAP adjustments			46		165
	Same property office expenses - GAAP basis		(36,665)		(37,029)
Same property multifamily expenses - cash basis			(4,286)		(4,219)
GAAP adjustments			―		―
	Same property multifamily expenses - GAAP basis		(4,286)		(4,219)
Same property expenses - GAAP basis			(40,951)		(41,248)
Same property Net Operating Income (NOI) (3)- GAAP basis			98,844		99,244
Non-comparable office revenues			―		14,571
Non-comparable office expenses			―		(4,773)
	Total property NOI - GAAP basis		98,844		109,042
General and administrative expenses			(5,959)		(5,729)
Depreciation and amortization			(55,729)		(63,858)
	Operating income		37,156		39,455
Interest and other income			60		123
Loss, net of depreciation, from unconsolidated real estate fund			(2,128)		―
Interest expense			(44,606)		(51,791)
	Net loss		(9,518)		(12,213)
Less: Net loss attributable to noncontrolling interests			2,036		2,785
	Net loss attributable to common stockholders	$	(7,482)	$	(9,428)

(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 or unconsolidated 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 in the next footnote) 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, noncontrolling 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.

###

page 8 of 8

EX-99.2

Supplemental Operating and Financial Data

For the Quarter Ended June 30, 2009

  Douglas Emmett, Inc.   TABLE OF CONTENTS

	PAGE
Corporate Data	2
Investor Information	3
CONSOLIDATED FINANCIAL RESULTS
Balance Sheets	5
Quarterly 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 Percent Leased 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 possible 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 June 30, 2009

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.  We maintain a website at www.douglasemmett.com.

Number of office properties owned (1)		55
Square feet owned (in thousands) (1)		13,328
Office leased rate as of June 30, 2009 (1)		90.7	%
Office occupied rate as of June 30, 2009 (1) (2)		89.9	%
Number of multifamily properties owned		9
Number of multifamily units owned		2,868
Multifamily leased rate as of June 30, 2009		99.1	%
Market capitalization (in thousands):
	Total debt(3) (4)	3,430,193
	Common equity capitalization (5)	1,396,739
	Total market capitalization	4,826,932
Debt/total market capitalization		71.1	%
Common stock data (NYSE:DEI):
	Range of closing prices (6)	$7.45 - $10.42
	Closing price at quarter end	$8.99
	Weighted average fully diluted shares outstanding (in thousands)(6) (7)	155,380
	Shares of common stock outstanding on June 30, 2009 (in thousands)(8)	121,399

(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 an unconsolidated real estate fund.
(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 attributable to the noncontrolling interest in a consolidated joint venture; includes $178 million of debt carried by an unconsolidated entity in which our operating partnership (OP) owns an equity interest.
(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 June 30, 2009.
(7)	Diluted shares shown here represent ownership in our company through shares of common stock, OP units and other convertible equity instruments.
(8)	This amount represents undiluted shares, and does not include OP units.

2 

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

3 

Douglas Emmett, Inc.

CONSOLIDATED

FINANCIAL RESULTS

4 

Douglas Emmett, Inc. BALANCE SHEETS (unaudited and in thousands)

			June 30, 2009		December 31, 2008
Assets
Investment in real estate:
	Land	$	835,407	$	900,213
	Buildings and improvements		5,013,389		5,528,567
	Tenant improvements and lease intangibles		513,836		552,536
			6,362,632		6,981,316
Less: accumulated depreciation			(578,594)		(490,125)
	Net investment in real estate		5,784,038		6,491,191
Cash and cash equivalents			43,261		8,655
Tenant receivables, net			1,215		2,427
Deferred rent receivables, net			35,858		33,039
Interest rate contracts			139,015		176,255
Acquired lease intangible assets, net			14,240		18,163
Investment in unconsolidated real estate fund			102,168		-
Other assets			26,034		31,304
	Total assets	$	6,145,829	$	6,761,034
Liabilities
Secured notes payable		$	3,258,000	$	3,672,300
Unamortized non-cash debt premium			18,009		20,485
Interest rate contracts			297,152		407,492
Accrued interest payable			26,088		22,982
Accounts payable and accrued expenses			39,332		46,463
Acquired lease intangible liabilities, net			156,418		195,036
Security deposits			31,928		35,890
Dividends payable			12,140		22,856
Other liabilities			-		57,316
	Total liabilities		3,839,067		4,480,820
Equity
Douglas Emmett, Inc. stockholders' equity
Common stock			1,214		1,219
Additional paid-in capital			2,285,551		2,284,429
Accumulated other comprehensive income (loss)			(216,874)		(274,111)
Accumulated deficit			(269,987)		(236,348)
	Total Douglas Emmett, Inc. stockholders' equity		1,799,904		1,775,189
	Noncontrolling interests		506,858		505,025
	Total equity		2,306,762		2,280,214
	Total liabilities and equity	$	6,145,829	$	6,761,034

5 

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

		Three Months Ended June 30,						Six Months Ended June 30,
		2009	(1)		2008	(2)		2009	(1)		2008	(2)
Revenues:
Office rental:
Rental revenues	$	99,210		$	111,213		$	207,756		$	210,229
Tenant recoveries		7,134			8,179			15,100			14,188
Parking and other income		16,404			18,229			34,038			34,805
Total office revenues		122,748	(3)		137,621	(3)		256,894	(4)		259,222	(4)
Multifamily rental:
Rental revenues		16,007			16,423			32,194			33,647
Parking and other income		1,040			1,019			2,124			2,002
Total multifamily revenues		17,047			17,442			34,318			35,649
Total revenues		139,795			155,063			291,212			294,871
Operating Expenses:
Office expenses		36,665	(5)		41,802	(5)		76,977	(6)		77,723	(6)
Multifamily expenses		4,286			4,219			8,803			8,519
General and administrative		5,959			5,729			12,310			11,014
Depreciation and amortization		55,729			63,858			116,803			120,607
Total operating expenses		102,639			115,608			214,893			217,863
Operating income		37,156			39,455			76,319			77,008
Gain on disposition of interest in unconsolidated real estate fund		-			-			5,573			-
Interest and other income		60			123			2,974			532
Loss, including depreciation, from unconsolidated real estate fund		(2,128)			-			(2,806)			-
Interest expense		(44,606)			(51,791)			(93,828)			(92,994)
Net loss		(9,518)			(12,213)			(11,768)			(15,454)
Less:  Net loss attributable to noncontrolling interests		2,036			2,785			2,419			3,526
Net loss attributable to common stockholders	$	(7,482)		$	(9,428)		$	(9,349)		$	(11,928)
Net loss per common share – basic and diluted(7)	$	(0.06)		$	(0.08)		$	(0.08)		$	(0.10)
Weighted average shares of common stock outstanding – basic and diluted(7)		121,319			121,314			121,579			119,799

(1)   Douglas Emmett Fund X, LLC (Fund X) was deconsolidated from our financial statements as of the end of February 2009.  As a result, the consolidated operating results of Douglas Emmett, Inc. for the six months ended June 30, 2009 presented above reflect the impact of the properties owned by Fund X only for the months of January and February 2009 on a consolidated basis.  Beginning March 2009, Fund X is presented on an unconsolidated basis.

(2)   The properties currently owned by Fund X were acquired by us at the end of March 2008.  As such, our consolidated operating results reflect the impact of the properties now owned by Fund X for the period from March 26, 2008 through June 30, 2008.

(3)   If the properties contributed to Fund X had been an unconsolidated equity investment for the entire second quarter of 2008, total office revenues for the second quarter of 2008 would have been $123,050 (after subtracting office revenues attributable to the properties contributed to Fund X of $14,571) in comparison to the total office revenues of $122,748 for the second quarter of 2009 shown above.

(4)   If the properties contributed to Fund X had been an unconsolidated equity investment for the period during the first six months of 2008 following our acquisition of the properties and for the entire first six months of 2009, total office revenues would have been $243,773 for the first six months of 2008 (after subtracting office revenues attributable to the properties contributed to Fund X of $15,449) in comparison to total office revenues of $247,318 for the first six months of 2009 (after subtracting office revenues attributable to the properties contributed to Fund X of $9,576).

(5)   If the properties contributed to Fund X had been an unconsolidated equity investment for the entire second quarter of 2008, total office expenses for the second quarter of 2008 would have been $37,029 (after subtracting office expenses attributable to the properties contributed to Fund X of $4,773) in comparison to the total office expenses of $36,665 for the second quarter of 2009 shown above.

(6)   If the properties contributed to Fund X had been an unconsolidated equity investment for the period during the first six months of 2008 following our acquisition of the properties and for the entire first six months of 2009, total office expenses would have been $72,331 for the first six months of 2008 (after subtracting office expenses attributable to the properties contributed to Fund X of $5,392) in comparison to total office expenses of $73,787 for the first six months of 2009 (after subtracting office expenses attributable to the properties contributed to Fund X of $3,190).

(7)   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 the “Corporate Data” page preceding this section.

6 

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

		Three Months Ended June 30,						Six Months Ended June 30,
		2009			2008			2009			2008
Funds From Operations (FFO)
Net loss attributable to common stockholders	$	(7,482)		$	(9,428)		$	(9,349)		$	(11,928)
Depreciation and amortization of real estate assets		55,729			63,858			116,803			120,607
Net loss attributable to noncontrolling interests		(2,036)			(2,785)			(2,419)			(3,526)
Loss on asset disposition		─			32			─			32
Gain on disposition of interest in unconsolidated real estate fund		─			─			(5,573)			─
Less: adjustments attributable to consolidated joint venture and unconsolidated                 investment in real estate fund		3,503			(99)			4,568			(162)
FFO	$	49,714		$	51,578		$	104,030		$	105,023
Adjusted Funds From Operations (AFFO)
FFO	$	49,714		$	51,578		$	104,030		$	105,023
Straight-line rent adjustment		(2,422)			(3,371)			(4,425)			(7,642)
Amortization of acquired above and below market leases		(7,839)			(11,493)			(17,940)			(21,691)
Amortization of interest rate contracts and loan premium		3,778			4,362			7,513			5,002
Amortization of prepaid financing		483			478			1,090			840
Recurring capital expenditures, tenant improvements and leasing commissions		(6,645)			(6,341)			(13,287)			(11,899)
Non-cash compensation expense		1,277			1,049			3,766			4,340
Less: adjustments attributable to consolidated joint venture and unconsolidated                 investment in real estate fund		(1,004)			48			(1,266)			48
AFFO	$	37,342		$	36,310		$	79,481		$	74,021
Weighted average share equivalents outstanding - fully diluted		155,380			156,724			155,703			156,573
FFO per share- fully diluted	$	0.32		$	0.33		$	0.67		$	0.67
Dividends per share declared	$	0.10		$	0.1875		$	0.20		$	0.375
AFFO payout ratio		41.48	%		80.54	%		39.06	%		78.91	%
NOTE:  Our definitions of FFO and AFFO are contained on the page titled "Definitions" which follows.

7 

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

			Three Months Ended June 30,					% Favorable
			2009			2008		(Unfavorable)
Same Property Office Statistics
Number of properties			49			49
Rentable square feet			11,889,012			11,887,895
% leased (average for 3 months)			92.4	%		95.4	%
% occupied (average for 3 months)			91.7	%		94.4	%
Same Property Multifamily Statistics
Number of properties			9			9
Number of units			2,868			2,868
% leased (average for 3 months)			99.1	%		99.4	%
Same Property Net Operating Income - GAAP Basis
Total office revenues		$	122,748		$	123,050		(0.2)	%
Total multifamily revenues			17,047			17,442		(2.3)
	Total revenues		139,795			140,492		(0.5)
Total office expense			(36,665)			(37,029)		1.0
Total multifamily expense			(4,286)			(4,219)		(1.6)
	Total property expense		(40,951)			(41,248)		0.7
Same Property NOI - GAAP basis		$	98,844		$	99,244		(0.4)	%
Same Property Net Operating Income - Cash Basis
Total office revenues		$	113,413		$	112,303		1.0	%
Total multifamily revenues			16,166			16,518		(2.1)
	Total revenues		129,579			128,821		0.6
Total office expense			(36,711)			(37,194)		1.3
Total multifamily expense			(4,286)			(4,219)		(1.6)
	Total property expense		(40,997)			(41,413)		1.0
Same Property NOI - cash basis		$	88,582		$	87,408		1.3	%
NOTE:  Our definitions of NOI, same property and cash basis are contained on the page titled "Definitions" which follows.

8 

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

		Three Months Ended June 30,
		2009		2008
Same property office revenues - cash basis		$	113,413	$	112,303
GAAP adjustments			9,335		10,747
	Same property office revenues - GAAP basis		122,748		123,050
Same property multifamily revenues - cash basis			16,166		16,518
GAAP adjustments			881		924
	Same property multifamily revenues - GAAP basis		17,047		17,442
Same property revenues - GAAP basis			139,795		140,492
Same property office expenses - cash basis			(36,711)		(37,194)
GAAP adjustments			46		165
	Same property office expenses - GAAP basis		(36,665)		(37,029)
Same property multifamily expenses - cash basis			(4,286)		(4,219)
GAAP adjustments			-		-
	Same property multifamily expenses - GAAP basis		(4,286)		(4,219)
Same property expenses - GAAP basis			(40,951)		(41,248)
Same property Net Operating Income (NOI) - GAAP basis			98,844		99,244
Non-comparable office revenues			-		14,571
Non-comparable office expenses			-		(4,773)
	Total property NOI - GAAP basis		98,844		109,042
General and administrative expenses			(5,959)		(5,729)
Depreciation and amortization			(55,729)		(63,858)
	Operating income		37,156		39,455
Interest and other income			60		123
Loss, net of depreciation, from unconsolidated real estate fund			(2,128)		-
Interest expense			(44,606)		(51,791)
	Net loss		(9,518)		(12,213)
Less: Net loss attributable to noncontrolling interests			2,036		2,785
	Net loss attributable to common stockholders	$	(7,482)	$	(9,428)
NOTE:  Our definitions of NOI, same property and cash basis are contained on the page titled "Definitions" which follows.

9 

Douglas Emmett, Inc. DEFINITIONS

Funds From Operations (FFO):  We calculate funds from operations before noncontrolling 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. We use 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 our 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, income (or loss) attributable to noncontrolling interests, gains (or losses) from sales of depreciable operating properties, net income from discontinued operations and extraordinary items.  We use 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 NOI:  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, and reported in our consolidated results, during the entire span of both periods compared.  Therefore, any properties either acquired after the first day of the earlier comparison period or sold, contributed or otherwise removed from our consolidated financial statements 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:  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 June 30, 2009 (unaudited and in thousands)

		Maturity Date(1)			Principal Balance		Variable Rate	Effective Annual Fixed Rate(2)		Swap Maturity Date(1)
Variable Rate Swapped to Fixed Rate:
Fannie Mae Loan I(3)		06/01/12		$	293,000		DMBS + 0.60%	4.70%		08/01/11
Fannie Mae Loan II(3)		06/01/12			95,080		DMBS + 0.60%	5.78		08/01/11
Modified Term Loan(4)(5)		08/31/12			2,300,000		LIBOR + 0.85%	5.13		08/01/10 - 08/01/12
Fannie Mae Loan III(3)		02/01/15			36,920		DMBS + 0.60%	5.78		08/01/11
Fannie Mae Loan IV(3)		02/01/15			75,000		DMBS + 0.76%	4.86		08/01/11
Term Loan(6)		04/01/15			340,000		LIBOR + 1.50%	4.77		01/02/13
Fannie Mae Loan V(3)		02/01/16			82,000		LIBOR + 0.62%	5.62		03/01/12
Fannie Mae Loan VI(3)		06/01/17			18,000		LIBOR + 0.62%	5.82		06/01/12
	Subtotal				3,240,000	(6)		5.10%	(2)
Variable Rate:
Wells Fargo Loan(7)		03/01/11	(8)		12,000		LIBOR + 1.25%	--		--
Secured Revolving Credit Facility(9)		10/30/11	(10)		-		LIBOR / Fed Funds +(11)	--		--
	Subtotal				12,000
	Consolidated total, net of portion attributable to noncontrolling interest in consolidated joint venture				3,252,000	(12)
Debt Attributable from Unconsolidated Real Estate Fund:
Term Loan(13)		08/18/13			178,193		LIBOR + 1.65%	5.52%		09/04/12
Total consolidated and unconsolidated debt				$	3,430,193

(1)	As of June 30, 2009, the weighted average remaining life of our consolidated outstanding debt is 3.6 years, and the weighted average remaining life of the interest rate swaps is 1.9 years.
(2)	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 consolidated effective rate on an actual/365-day basis is 5.17% at June 30, 2009.
(3)	Secured by four separate collateralized pools.  Fannie Mae Discount Mortgage-Backed Security (DMBS) has historically tracked 90-day LIBOR, although volatility may exist between the two rates, resulting in an immaterial amount of swap ineffectiveness.
(4)	Secured by seven separate collateralized pools.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(5)	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.
(6)	Secured by four properties in a collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(7)	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.
(8)	Represents maturity date of March 1, 2010 which we may extend to March 1, 2011.
(9)	This $370 million credit facility is secured by nine properties and has no borrowings outstanding.  The facility has two one-year extension options available.
(10)	Represents maturity date of October 30, 2009 which we may extend to October 30, 2011.
(11)	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.
(12)	Excludes the unamortized non-cash debt premium of $18,009 which represents the mark-to-market adjustment recorded on all variable rate debt outstanding at the time of our IPO.
(13)	This is a $365 million loan held by an unconsolidated real estate fund in which our Operating Partnership owns an equity interest.  Secured by six properties in a cross-collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.

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Douglas Emmett, Inc.

PORTFOLIO DATA

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Douglas Emmett, Inc. OFFICE PORTFOLIO SUMMARY (1) as of June 30, 2009

Submarket		Number of Properties	Rentable Square Feet (2)	Square Feet as a Percent of Total
West Los Angeles
	Brentwood	13	1,390,772	10.4	%
	Olympic Corridor	5	1,096,080	8.2
	Century City	3	915,980	6.9
	Santa Monica	8	969,982	7.3
	Beverly Hills	6	1,343,185	10.1
	Westwood	2	396,807	3.0
San Fernando Valley
	Sherman Oaks/Encino	11	3,181,035	23.9
	Warner Center/Woodland Hills	3	2,855,865	21.4
Tri-Cities
	Burbank	1	420,949	3.1
Honolulu		3	757,641	5.7
Total		55	13,328,296	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 an unconsolidated real estate fund.
(2)	Based on BOMA 1996 remeasurement.  Total consists of 11,927,207 leased square feet, 1,242,595 available square feet, 76,441 building management use square feet, and 82,053 square feet of BOMA 1996 adjustment on leased space.

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Douglas Emmett, Inc. OFFICE PORTFOLIO PERCENT LEASED AND IN-PLACE RENTS (1)  as of June 30, 2009

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%	$	51,207,939	$	39.14	$	3.26
	Olympic Corridor	92.3		32,750,221		33.21		2.77
	Century City	98.4		32,937,644		37.07		3.09
	Santa Monica (5)	94.5		46,542,313		51.74		4.31
	Beverly Hills	88.0		45,271,377		39.30		3.28
	Westwood	90.8		13,356,430		37.52		3.13
San Fernando Valley
	Sherman Oaks/Encino	90.9		88,915,593		31.63		2.64
	Warner Center/Woodland Hills	83.9		68,315,461		29.11		2.43
Tri-Cities
	Burbank	100.0		13,415,742		31.87		2.66
Honolulu		88.9		22,108,489		34.08		2.84
Total / Weighted Average		90.7	$	414,821,209		35.10		2.93
Recurring Capital Expenditures (1)
	- Office (per rentable square foot) for the three months ended June 30, 2009				$	0.08
	- Office (per rentable square foot) for the six months ended June 30, 2009				$	0.12

(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 an unconsolidated real estate fund.
(2)	Includes 109,256 square feet with respect to signed leases not yet commenced.
(3)	Represents annualized monthly cash base rent under leases commenced as of June 30, 2009 (excluding 109,256 square feet with respect to signed leases not yet commenced).  The amount reflects total cash base rent before abatements.  For our Burbank and Honolulu office properties, annualized base 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 109,256 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 June 30, 2009

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	%	$	23,101,044	$	2,037
	Santa Monica(2)		99.3			20,410,488		2,090
Honolulu			98.5			17,995,474		1,386
Total / Weighted Average			99.1		$	61,507,006		1,804
Recurring Capital Expenditures
	- Multifamily (per unit) for the three months ended June 30, 2009						$	54
	- Multifamily (per unit) for the six months ended June 30, 2009						$	159

(1)	Represents annualized monthly multifamily rental income under leases commenced as of June 30, 2009.
(2)	Excludes 10,013 square feet of ancillary retail space, which generates $294,875 of annualized rent as of June 30, 2009.

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Douglas Emmett, Inc. TENANT DIVERSIFICATION (1) (1.0% or Greater ofAnnualized Rent) as of June 30, 2009

	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	%	$	21,386,790	5.2	%
AIG (Sun America Life Insurance)	1	1	2013	182,010	1.3			5,704,276	1.4
Bank of America(5)	13	9	2009-2018	129,018	1.0			5,104,769	1.2
The Endeavor Agency, LLC	2	1	2019	117,098	0.9			5,103,117	1.2
The Macerich Partnership, L.P.	1	1	2018	90,832	0.7			4,316,881	1.0
Total	21	16		1,161,803	8.7	%	$	41,615,833	10.0	%

(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 an unconsolidated real estate fund.
(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 base rent under leases commenced as of June 30, 2009.  The amount reflects total cash base rent before abatements. For our Burbank and Honolulu office properties, annualized base 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 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 totaling 19,000 square feet 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, an 8,000 square foot lease expiring in July 2013, a 4,000 square foot lease expiring in February 2015, and a 12,000 square foot lease expiring in March 2018.

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Douglas Emmett, Inc. INDUSTRY DIVERSIFICATION (1) as of June 30, 2009

Industry	Number of Leases		Annualized Rent as a Percent of Total
Legal		348		16.3	%
Financial Services		259		14.6
Entertainment		115		11.8
Real Estate		150		9.5
Accounting & Consulting		210		8.5
Health Services		289		8.3
Insurance		84		7.9
Retail		163		7.0
Technology		64		3.8
Advertising		53		3.3
Public Administration		31		1.8
Educational Services		10		0.7
Other		251		6.5
Total		2,027		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 an unconsolidated real estate fund.

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Douglas Emmett, Inc. LEASE DISTRIBUTION (1) as of June 30, 2009

	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	1,012	49.9%	1,380,870		10.4	%	$	51,360,956	12.4%
2,501-10,000	737	36.4	3,612,966		27.1			128,140,927	30.9
10,001-20,000	183	9.0	2,565,293		19.2			88,796,378	21.4
20,001-40,000	67	3.3	1,846,474		13.9			64,657,739	15.6
40,001-100,000	22	1.1	1,300,372		9.8			46,581,939	11.2
Greater than 100,000	6	0.3	1,111,976		8.3			35,283,270	8.5
Subtotal	2,027	100.0%	11,817,951	(5)	88.7	%		414,821,209	100.0%
Available	-	-	1,242,595		9.3			-	-
BOMA Adjustment(4)	-	-	82,053		0.6			-	-
Building Management Use	-	-	76,441		0.6			-	-
Signed leases not commenced	-	-	109,256		0.8			-	-
Total	2,027	100.0%	13,328,296		100.0	%	$	414,821,209	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 an unconsolidated real estate fund.
(2)	Based on BOMA 1996 remeasurement. Total consists of 11,927,207 leased square feet (includes 109,256 square feet with respect to signed leases not commenced), 1,242,595 available square feet, 76,441 building management use square feet, and 82,053 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 June 30, 2009 (does not include 109,256 square feet with respect to signed leases not yet commenced). The amount reflects total cash base rent before abatements. For our Burbank and Honolulu office properties, annualized base 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 June 30, 2009

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	-	1,242,595	9.3%	$	-	- %	$	-	$	-
2009	217	831,240	6.2		27,990,803	6.8		33.67		33.72
2010	461	1,827,740	13.7		62,757,121	15.1		34.34		35.08
2011	389	1,743,565	13.1		61,297,186	14.8		35.16		37.25
2012	328	1,625,092	12.2		55,482,005	13.4		34.14		37.59
2013	263	1,664,921	12.5		61,837,809	14.9		37.14		42.30
2014	184	1,229,842	9.2		41,548,198	10.0		33.78		39.92
2015	66	680,797	5.1		22,967,592	5.5		33.74		41.30
2016	36	646,923	4.9		21,583,626	5.2		33.36		39.70
2017	29	328,033	2.5		11,663,323	2.8		35.56		47.70
2018	28	308,798	2.3		14,601,804	3.5		47.29		64.62
2019	19	726,074	5.5		25,656,703	6.2		35.34		45.80
Thereafter	7	204,926	1.5		7,435,039	1.8		36.28		52.01
BOMA Adjustment(6)	-	82,053	0.6		-	-		-		-
Building Management Use	-	76,441	0.6		-	-		-		-
Signed leases not commenced	-	109,256	0.8		-	-		-		-
Total/Weighted Average	2,027	13,328,296	100.0%	$	414,821,209	100.0%	$	35.10	$	39.85

(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 an unconsolidated real estate fund.
(2)	Based on BOMA 1996 remeasurement. Total consists of 11,927,207 leased square feet (includes 109,256 square feet with respect to signed leases not commenced), 1,242,595 available square feet, 76,441 building management use square feet, and 82,053 square feet of BOMA 1996 adjustment on leased space.
(3)	Represents annualized monthly base rent under leases commenced as of June 30, 2009.  The amount reflects total base rent before abatements.
(4)	Represents annualized base rent divided by leased square feet.
(5)	Represents annualized base 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 June 30, 2009

Submarket				Q3 2009			Q4 2009			Q1 2010			Q2 2010
West Los Angeles
	Brentwood	Expiring SF		40,534			83,812			69,905			87,606
		Rent per SF(2)	$	34.49		$	30.59		$	39.00		$	46.52
	Olympic Corridor	Expiring SF		52,185			56,162			62,981			37,422
		Rent per SF(2)	$	30.40		$	32.57		$	31.13		$	30.89
	Century City	Expiring SF		23,235			16,765			35,262			17,847
		Rent per SF(2)	$	31.10		$	33.06		$	38.21		$	32.13
	Santa Monica	Expiring SF		2,595			43,314			8,691			78,108
		Rent per SF(2)	$	41.66		$	62.58		$	44.75		$	38.75
	Beverly Hills	Expiring SF		46,505			69,989			59,343			55,545
		Rent per SF(2)	$	32.42		$	33.33		$	31.53		$	37.72
	Westwood	Expiring SF		-			6,562			4,384			24,234
		Rent per SF(2)	$	-		$	36.24		$	37.04		$	36.33
San Fernando Valley
	Sherman Oaks/Encino	Expiring SF		122,644			111,518			90,615			81,216
		Rent per SF(2)	$	30.55		$	31.94		$	30.96		$	30.20
	Warner Center/Woodland Hills	Expiring SF		24,575			71,934			58,352			56,355
		Rent per SF(2)	$	26.92		$	28.99		$	29.72		$	27.52
Tri-Cities
	Burbank	Expiring SF		-			-			-			-
		Rent per SF(2)	$	-		$	-		$	-		$	-
Honolulu		Expiring SF		44,770			14,141			31,876			22,349
		Rent per SF(2)	$	43.85		$	32.25		$	30.82		$	32.93
Total		Expiring SF		357,043	(3)		474,197	(4)		421,409	(5)		460,682	(6)
		Rent per SF(2)	$	32.75		$	34.44		$	33.17		$	35.92

(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 an unconsolidated real estate fund.
(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 base rent before abatements. For our Burbank and Honolulu office properties, annualized base rent is converted from triple net to gross by adding expense reimbursements to base rent.
(3)	As of June 30, 2009, 160,285 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending September 30, 2009.
(4)	As of June 30, 2009, 126,017 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending December 31, 2009.
(5)	As of June 30, 2009, 56,704 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending March 31, 2010.
(6)	As of June 30, 2009, 47,096 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending June 30, 2010.

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Douglas Emmett, Inc. OFFICE PORTFOLIO LEASING ACTIVITY (1) for the three months ended June 30, 2009

Gross New Leasing Activity
Rentable square feet		131,581
Number of leases		56
Gross Renewal Leasing Activity
Rentable square feet		417,469
Number of leases		94
Net Absorption
Leased rentable square feet		(109,655)
Cash Rent Growth (2)
Expiring Rate		$32.50
New/Renewal Rate		$33.03
Increase		1.6%
Straight-Line Rent Growth (3)
Expiring Rate		$30.65
New/Renewal Rate		$35.09
Increase		14.5%
Weighted Average Lease Terms
New (in months)		64
Renewal (in months)		56
	Total Lease	Annual Lease
	Transaction	Transaction
Tenant Improvement and Leasing Commissions(per rentable square foot) (4)	Costs	Costs
New leases	$22.61	$4.26
Renewal leases	$13.15	$2.84
Blended	$15.41	$3.22

(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 an unconsolidated real estate fund.
(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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