10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

Commission file number 001-33106

Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)

Maryland	20-3073047
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

808 Wilshire Boulevard, Suite 200, Santa Monica, California	90401
(Address of principal executive offices)	(Zip Code)

(310) 255-7700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at	November 3, 2017
Common Stock, $0.01 par value per share	169,525,292	shares

1

DOUGLAS EMMETT, INC. FORM 10-Q
Table of Contents
		Page
	Glossary	3
	Forward Looking Statements	4
	PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Income	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4	Controls and Procedures	45
	PART II. OTHER INFORMATION
Item 1	Legal Proceedings	46
Item 1A	Risk Factors	46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3	Defaults Upon Senior Securities	46
Item 4	Mine Safety Disclosures	46
Item 5	Other Information	46
Item 6	Exhibits	46
	SIGNATURES	47

2

Glossary

Abbreviations used in this document:

AOCI	Accumulated Other Comprehensive Income (Loss)
ASU	Accounting Standards Update
ATM	At-the-Market
BOMA	Building Owners and Managers Association
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Code	Internal Revenue Code of 1986, as amended
DEI	Douglas Emmett, Inc.
EPS	Earnings Per Share
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
FFO	Funds from Operations
Fund X	Douglas Emmett Fund X, LLC
Funds	Unconsolidated institutional real estate funds (Fund X, Partnership X and Opportunity Fund)
GAAP	Generally Accepted Accounting Principles (United States)
IPO	Initial Public Offering
JV	Joint Venture
LIBOR	London Interbank Offered Rate
LTIP Units	Long-Term Incentive Plan Units
NAREIT	National Association of Real Estate Investment Trusts
OCI	Other Comprehensive Income (Loss)
OP Units	Operating Partnership Units
Operating Partnership	Douglas Emmett Properties, LP
Opportunity Fund	Fund X Opportunity Fund, LLC
Partnership X	Douglas Emmett Partnership X, LP
PCAOB	Public Company Accounting Oversight Board (United States)
REIT	Real Estate Investment Trust
Report	Quarterly Report on Form 10-Q
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
TRS	Taxable REIT subsidiary(ies)
US	United States
VIE	Variable Interest Entity(ies)

Defined terms used in this document:

Annualized rent	Annualized cash base rent (excludes tenant reimbursements, parking income, lost rent recovered from insurance and other revenue) before abatements under leases commenced as of the reporting date. For our triple net Burbank and Honolulu office properties, annualized rent is calculated by adding expense reimbursements to base rent.
Consolidated Portfolio	Includes the properties in our consolidated results, which includes the properties owned by our consolidated JVs.
Rentable Square Feet	Based on the BOMA remeasurement and consists of leased square feet (including square feet with respect to signed leases not commenced as of the reporting date), available square feet, building management use square feet and square feet of the BOMA adjustment on leased space.
Total Portfolio	Includes our Consolidated Portfolio plus the properties owned by our Funds.

3

Forward Looking Statements

This Report contains forward-looking statements within the meaning of the Section 27A of the Securities Act and Section 21E of the Exchange Act. You can find many (but not all) of these statements by looking for words such as “believe”, “expect”, “anticipate”, “estimate”, “approximate”, “intend”, “plan”, “would”, “could”, “may”, “future” or other similar expressions in this Report. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any forward-looking statements used in this Report, or those that we make orally or in writing from time to time, are based on our beliefs and assumptions, as well as information currently available to us. Actual outcomes will be affected by known and unknown risks, trends, uncertainties and factors 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 future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution when relying on previously reported forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends. Some of the risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following:

• adverse economic or real estate developments in Southern California and Honolulu, Hawaii;

• a general downturn in the economy, such as the global financial crisis that commenced in 2008;

• competition from other real estate investors in our markets;

• decreased rental rates or increased tenant incentive and vacancy rates;

• defaults on, early termination of, or non-renewal of leases by tenants;

• increased interest rates and operating costs;

• failure to generate sufficient cash flows to service our outstanding debt;

• failure to generate sufficient cash flows to make payments on a ground lease for one of our properties;

• difficulties in raising capital;

• difficulties in identifying properties to acquire and failure to complete acquisitions successfully;

• failure to successfully operate acquired properties;

• real estate investments are generally illiquid and difficult to sell quickly;

• possible adverse changes in rent control laws and regulations;

• environmental uncertainties;

• risks related to natural disasters;

• lack or insufficient amount of insurance, or increases in the cost of maintaining existing insurance coverage;

• inability to successfully expand into new markets and submarkets;

• risks associated with property development;

• risks associated with JVs;

• conflicts of interest with our officers and reliance on key personnel;    

• changes in real estate zoning laws and increases in real property tax rates;

• adverse results of litigation or governmental proceedings;

• complying with laws, regulations and covenants that are applicable to our properties;

• difficulty in liquidating our short term investments;

• the consequences of any possible terrorist attacks or wars;

• the consequences of any possible cyber attacks or intrusions;

• adoption of new accounting pronouncements could adversely affect our operating results;

• weaknesses in our internal controls over financial reporting could result in restatements of our operating results;

• failure to maintain our REIT status under federal tax laws; and

• changes to tax laws that could adversely affect us.

For further discussion of these and other risk factors see Item 1A. "Risk Factors” in our 2016 Annual Report on Form 10-K. This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Report.

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Douglas Emmett, Inc. Consolidated Balance Sheets (in thousands, except share data)
	September 30, 2017			December 31, 2016
	Unaudited			Audited
Assets
Investment in real estate:
Land	$	1,055,604		$	1,022,340
Buildings and improvements	7,735,718			7,221,124
Tenant improvements and lease intangibles	737,606			696,197
Property under development	106,891			58,459
Investment in real estate, gross	9,635,819			8,998,120
Less: accumulated depreciation and amortization	(1,959,448		)	(1,789,678		)
Investment in real estate, net	7,676,371			7,208,442
Cash and cash equivalents	167,742			112,927
Tenant receivables, net	2,856			2,165
Deferred rent receivables, net	102,178			93,165
Acquired lease intangible assets, net	4,616			5,147
Interest rate contract assets	37,115			35,656
Investment in unconsolidated real estate funds	105,016			144,289
Other assets	17,278			11,914
Total Assets	$	8,113,172		$	7,613,705
Liabilities
Secured notes payable and revolving credit facility, net	$	4,048,828		$	4,369,537
Interest payable, accounts payable and deferred revenue	118,363			75,229
Security deposits	48,799			45,990
Acquired lease intangible liabilities, net	69,114			67,191
Interest rate contract liabilities	2,002			6,830
Dividends payable	38,989			34,857
Total liabilities	4,326,095			4,599,634
Equity
Douglas Emmett, Inc. stockholders' equity:
Common Stock, $0.01 par value, 750,000,000 authorized, 169,487,292 and 151,530,210 outstanding at September 30, 2017 and December 31, 2016, respectively	1,695			1,515
Additional paid-in capital	3,278,642			2,725,157
Accumulated other comprehensive income	22,539			15,156
Accumulated deficit	(866,954		)	(820,685		)
Total Douglas Emmett, Inc. stockholders' equity	2,435,922			1,921,143
Noncontrolling interests	1,351,155			1,092,928
Total equity	3,787,077			3,014,071
Total Liabilities and Equity	$	8,113,172		$	7,613,705

See accompanying notes to the consolidated financial statements.

5

Douglas Emmett, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues
Office rental
Rental revenues	$	140,993		$	128,744		$	409,674		$	366,400
Tenant recoveries	15,854			12,914			39,705			34,111
Parking and other income	27,771			25,950			81,129			74,572
Total office revenues	184,618			167,608			530,508			475,083
Multifamily rental
Rental revenues	22,282			22,801			66,760			67,634
Parking and other income	1,849			1,712			5,594			5,191
Total multifamily revenues	24,131			24,513			72,354			72,825
Total revenues	208,749			192,121			602,862			547,908
Operating Expenses
Office expenses	62,468			56,926			175,240			158,190
Multifamily expenses	6,041			5,950			17,866			17,322
General and administrative	8,441			8,099			27,189			25,573
Depreciation and amortization	69,974			63,827			206,141			181,947
Total operating expenses	146,924			134,802			426,436			383,032
Operating income	61,825			57,319			176,426			164,876
Other income	2,659			2,295			7,152			6,527
Other expenses	(1,659		)	(2,916		)	(5,156		)	(7,828		)
Income, including depreciation, from unconsolidated real estate funds	1,137			2,334			4,427			5,564
Interest expense	(35,454		)	(36,479		)	(110,408		)	(109,842		)
Income before gains	28,508			22,553			72,441			59,297
Gains on sales of investments in real estate	—			13,245			—			14,327
Net income	28,508			35,798			72,441			73,624
Less:  Net income attributable to noncontrolling interests	(2,894		)	(3,950		)	(7,534		)	(7,928		)
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696
Net income attributable to common stockholders per share – basic	$	0.154		$	0.210		$	0.409		$	0.440
Net income attributable to common stockholders per share – diluted	$	0.154		$	0.206		$	0.408		$	0.428
Dividends declared per common share	$	0.23		$	0.22		$	0.69		$	0.66

See accompanying notes to the consolidated financial statements.

6

Douglas Emmett, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited and in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income	$	28,508		$	35,798		$	72,441		$	73,624
Other comprehensive income (loss): cash flow hedges	1,493			18,429			7,129			(17,069		)
Comprehensive income	30,001			54,227			79,570			56,555
Less: Comprehensive income attributable to noncontrolling interests	(2,719		)	(9,048		)	(7,280		)	(5,235		)
Comprehensive income attributable to common stockholders	$	27,282		$	45,179		$	72,290		$	51,320

See accompanying notes to the consolidated financial statements.

7

Douglas Emmett, Inc.
Consolidated Statements of Cash Flows
(Unaudited and in thousands)

	Nine Months Ended September 30,
	2017			2016
Operating Activities
Net income	$	72,441		$	73,624
Adjustments to reconcile net income to net cash provided by operating activities:
Income, including depreciation, from unconsolidated real estate funds	(4,427		)	(5,564		)
Gains on sales of investments in real estate	—			(14,327		)
Depreciation and amortization	206,141			181,947
Net accretion of acquired lease intangibles	(13,290		)	(13,415		)
Straight-line rent	(9,012		)	(10,915		)
Bad debt expense	139			1,190
Amortization of deferred loan costs	6,865			5,470
Non-cash market value adjustments on interest rate contracts	38			—
Amortization of stock-based compensation	7,910			7,077
Operating distributions from unconsolidated real estate funds	4,427			1,356
Change in working capital components:
Tenant receivables	(830		)	(1,451		)
Interest payable, accounts payable and deferred revenue	40,110			37,389
Security deposits	2,809			7,461
Other assets	(4,639		)	(4,179		)
Net cash provided by operating activities	308,682			265,663
Investing Activities
Capital expenditures for improvements to real estate	(80,102		)	(57,771		)
Capital expenditures for developments	(42,143		)	(18,635		)
Property acquisitions	(532,324		)	(1,619,760		)
Proceeds from sale of investments in real estate, net	—			348,203
Loan payments received from related parties	—			763
Acquisitions of additional interests in unconsolidated real estate funds	(2,571		)	—
Capital distributions from unconsolidated real estate funds	41,965			21,973
Net cash used in investing activities	(615,175		)	(1,325,227		)
Financing Activities
Proceeds from borrowings	1,010,500			1,589,500
Repayment of borrowings	(1,330,945		)	(786,156		)
Loan cost payments	(7,173		)	(18,239		)
Contributions from noncontrolling interests in consolidated JVs	284,248			459,750
Distributions paid to noncontrolling interests	(28,682		)	(26,185		)
Dividends paid to common stockholders	(107,045		)	(97,575		)
Taxes paid on exercise of stock options	(52,867		)	(53,467		)
Repurchase of OP Units	—			(826		)
Proceeds from issuance of common stock, net	593,272			49,379
Net cash provided by financing activities	361,308			1,116,181
Increase in cash and cash equivalents	54,815			56,617
Cash and cash equivalents at the beginning of the year	112,927			101,798
Cash and cash equivalents at quarter end	$	167,742		$	158,415

8

Douglas Emmett, Inc.
Consolidated Statements of Cash Flows
(Unaudited and in thousands)

	Nine Months Ended September 30,
	2017			2016
Supplemental Cash Flows Information
Cash paid for interest, net of capitalized interest	$	103,305		$	104,205
Capitalized interest paid	$	1,906		$	793
Non-cash Investing Transactions
Accrual increase for capital expenditures for improvements to real estate and developments	$	3,024		$	68
Capitalized stock-based compensation for improvements to real estate and developments	$	732		$	683
Removal of fully depreciated and amortized tenant improvements and lease intangibles	$	36,367		$	13,746
Removal of fully amortized acquired lease intangible assets	$	85		$	1,241
Removal of fully accreted acquired lease intangible liabilities	$	4,026		$	11,142
Application of deposit to purchase price of property	$	—		$	75,000
Non-cash Financing Transactions
Loss from market value adjustments - consolidated derivatives	$	(4,027	)	$	(37,927	)
Gain (loss) from market value adjustments - unconsolidated Funds' derivatives	$	610		$	(814	)
Dividends declared	$	111,177		$	98,501
Common stock issued in exchange for OP Units	$	13,261		$	17,733

See accompanying notes to the consolidated financial statements.

9

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited)

1. Overview

Organization and Business Description

Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. We are one of the largest owners and operators of high-quality office and multifamily properties in Los Angeles County, California and Honolulu, Hawaii. We focus on owning, acquiring, developing and managing 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.

Through our interest in our Operating Partnership and its subsidiaries, our consolidated JVs and our unconsolidated Funds, we own or partially own, acquire, develop and manage real estate, consisting primarily of office and multifamily properties in Los Angeles, California and Honolulu, Hawaii. The terms "us," "we" and "our" as used in the financial statements refer to Douglas Emmett, Inc. and its subsidiaries on a consolidated basis. As of September 30, 2017, our portfolio of properties consisted of the following properties (not including two parcels of land from which we receive rent under ground leases):

	Consolidated Portfolio	Total Portfolio
Office(includes ancillary retail space)
Wholly-owned properties	52	52
Consolidated JV properties	10	10
Unconsolidated Fund properties	—	8
	62	70
Multifamily
Wholly-owned properties	10	10
Total	72	80

Basis of Presentation

The accompanying financial statements are the consolidated financial statements of Douglas Emmett, Inc. and its subsidiaries, including our Operating Partnership and our consolidated JVs.  All significant intercompany balances and transactions have been eliminated in our consolidated financial statements. Our Operating Partnership and consolidated JVs are VIEs and we are the primary beneficiary. As of September 30, 2017, the total consolidated assets, liabilities and equity of the VIEs was $8.11 billion  (of which $7.68 billion related to investment in real estate), $4.33 billion and $3.79 billion (of which $1.35 billion related to noncontrolling interests), respectively.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP may have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make their presentation not misleading. The accompanying unaudited interim financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The interim financial statements should be read in conjunction with the consolidated financial statements in our 2016 Annual Report on Form 10-K and the notes thereto. References in this Report to the number of properties, square footage, per square footage amounts, apartment units and geography, are outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the PCAOB.

10

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

2. Summary of Significant Accounting Policies

We adopted ASU No. 2017-01, "Clarifying the Definition of a Business" in the first quarter of 2017. The ASU changed our accounting policy "Investment in Real Estate" disclosed in our 2016 Annual Report on Form 10-K. The ASU generally requires that our property acquisitions be accounted for as asset purchases, and the related acquisition expenses be capitalized as part of the respective asset. We historically accounted for our property acquisitions as business combinations and expensed the related acquisition expenses as incurred. During the nine months ended September 30, 2016, we expensed $2.9 million of acquisition-related expenses. We have not made any other changes during the period covered by this Report to our significant accounting policies disclosed in our 2016 Annual Report on Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Income Taxes

We have elected to be taxed as a REIT under the Code. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. We are subject to corporate-level tax on the earnings that we derive through our TRS.

New Accounting Pronouncements 

Changes to GAAP are established by the FASB in the form of ASUs.  We consider the applicability and impact of all ASUs.

Recently Issued Accounting Pronouncements

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities". The purpose of the ASU is to better align financial reporting for hedging activities with the economic objectives of those activities. The ASU requires periodic hedge ineffectiveness for derivatives designated as cash flow hedges and net investment hedges to be recognized in AOCI and no longer in earnings. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, which for us would be the first quarter of 2019, and early adoption is permitted. The ASU requires the cumulative effect of initially applying the ASU as an adjustment to AOCI with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the ASU is adopted. The amended presentation and disclosure guidance is required on a prospective basis. We do not expect the ASU to have a material impact on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842). The primary difference between Topic 842 and current GAAP is the recognition of lease assets and liabilities by lessees for leases classified as operating leases under current GAAP. The accounting applied by lessors is largely unchanged from current GAAP. For example, the vast majority of operating leases will remain classified as operating leases, and lessors will continue to recognize lease income for those leases on a straight-line basis over the lease term. Topic 842 requires an entity to separate the lease components from the non-lease components (for example, maintenance services or other activities that transfer a good or service to the customer) in a contract. Only the lease components must be accounted for in accordance with Topic 842. The consideration in the contract is allocated to the lease and non-lease components on a relative standalone price basis for lessees, or in accordance with the allocation guidance in Topic 606 for lessors. Topic 842 defines initial direct costs of a lease (which may be capitalized) as costs that would not have been incurred had the lease not been executed. Costs to negotiate a lease that would have been incurred regardless of whether the lease was executed, such as fixed employee salaries, are not considered to be initial direct costs, and may not be capitalized. The ASU is effective for annual and interim periods beginning after December 15, 2018, which for us would be the first quarter of 2019, and early adoption is permitted. The ASU is required to be adopted using a modified retrospective approach which includes optional practical expedients related to leases that commenced before the effective date. We are currently evaluating the impact of this ASU on our financial statements.

11

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which provides guidance for the accounting of revenue from contracts with customers. The guidance supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition", and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. In March 2016, the FASB issued ASU No. 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" which amends Topic 606 and clarifies the guidance for principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, "Identifying Performance Obligations and Licensing" which amends Topic 606 and provides guidance for identifying performance obligations and licensing. In May 2016, the FASB issued ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients" which amends Topic 606 and provides guidance for a variety of revenue recognition related topics. In February 2017, the FASB issued ASU No. 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" (Subtopic 610-20), which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The various ASU's are effective for annual and interim periods beginning after December 15, 2017, which for us is the first quarter of 2018. Earlier application is permitted for annual and interim periods beginning after December 15, 2016, which for us was the first quarter of 2017. The amendments in these ASU's should be applied retrospectively. We are not planning on early adopting the ASU's and we currently evaluating method of adoption. We do not expect the ASU's to have a material impact on our financial statements.

The FASB has not issued any other ASUs during 2017 that we expect to be applicable and have a material impact on our financial statements.

3. Investment in Real Estate

We generally account for our property acquisitions as asset purchases. Prior to January 1, 2017 we accounted for our acquisitions as business combinations. The results of operations from our acquisitions are included in our consolidated statements of operations after the respective acquisition dates.

Acquisitions during the nine months ended September 30, 2017

On April 25, 2017, a consolidated JV that we manage and in which we own an equity interest acquired two Class A office properties located in downtown Santa Monica, California for a total contract price of $352.8 million. The two properties are located at 1299 Ocean Avenue and 429 Santa Monica Boulevard. On July 20, 2017, the same JV acquired a Class A office property in Beverly Hills, California located at 9665 Wilshire Boulevard, for a contract price of $177.0 million. The table below (in thousands) summarizes our purchase price allocations for the acquisitions. The difference between the contract prices and respective purchase prices below relates to prorations and similar matters:

	1299 Ocean			429 Santa Monica			9665 Wilshire
Building square footage	206			87			171
Investment in real estate:
Land	$	22,748		$	4,949		$	5,568
Buildings and improvements	260,188			69,286			175,960
Tenant improvements and lease intangibles	5,010			3,248			1,112
Acquired above and below-market leases, net	(10,683		)	(723		)	(4,339		)
Net assets and liabilities acquired	$	277,263		$	76,760		$	178,301

12

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Acquisitions during the nine months ended September 30, 2016

Westwood Portfolio Acquisition

On February 29, 2016 (Acquisition Date), a consolidated JV which we manage and in which we own an equity interest acquired four Class A office properties located in Westwood, California (Westwood Portfolio) for a contract price of $1.34 billion. As of the Acquisition Date, we had contributed sixty-percent of the equity to the JV, which was subsequently reduced to thirty-percent on May 31, 2016 (Sell Down Date) when we sold half of our equity interest to a third party investor. The table below (in thousands) summarizes our purchase accounting and funding sources for the acquisition:

Sources and Uses of Funds	Actual at Closing(1)			Pro Forma Sell Down Adjustments(2)			Pro Forma
Building square footage	1,725						1,725
Uses of funds - Investment in real estate:
Land	$	94,996					$	94,996
Buildings and improvements	1,236,786						1,236,786
Tenant improvements and lease intangibles	50,439						50,439
Acquired above and below-market leases, net(3)	(49,708		)				(49,708		)
Net assets and liabilities acquired(4)	$	1,332,513					$	1,332,513
Source of funds:
Cash on hand(5)	$	153,745		$	—		$	153,745
Credit facility(6)	290,000			(240,000		)	50,000
Non-recourse term loan, net(7)	568,768			—			568,768
Noncontrolling interests	320,000			240,000			560,000
Total source of funds	$	1,332,513		$	—		$	1,332,513

________________________________________________    

(1) Reflects the purchase of the Westwood Portfolio on the Acquisition Date when we contributed sixty-percent of the equity to the consolidated JV.

(2) Reflects our sale of thirty-percent of the equity in the JV on the Sell Down Date, presented as of the Acquisition Date, treated as in-substance real estate, which reduced our ownership interest in the JV to thirty-percent. We sold the interest for the $240.0 million we contributed plus an additional $1.1 million to compensate us for our costs of holding the investment. We recognized a gain on the sale of $1.1 million. We used the proceeds from the sale to pay down the balance owed on our revolving credit facility.

(3) As of the Acquisition Date, the weighted average remaining life of the acquired above-and below-market leases was approximately 4.4 years.

(4) The difference between the contract and purchase price related to credits received for prorations and similar matters.

(5) Cash paid included a $75.0 million deposit, $67.5 million paid at closing and $11.2 million spent on loan costs in connection with securing the $580.0 million term loan.

(6) Reflects borrowings using the Company's credit facility, which bears interest at LIBOR + 1.40%.

(7) Reflects 100% (not the Company's pro rata share) of a $580.0 million interest-only non-recourse loan, net of deferred loan costs of $11.2 million incurred to secure the loan. The loan has a seven-year term and is secured by the Westwood Portfolio. Interest on the loan is floating at LIBOR + 1.40%, which has been effectively fixed at 2.37% per annum forfive years through interest rate swaps. See Note 7 for information regarding our consolidated debt.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

The table below (in thousands) presents the revenues and net income attributable to common stockholders from the

Westwood Portfolio included in the consolidated statement of operations after the Acquisition Date:

	Nine Months Ended September 30,
	2017		2016
Total office revenues	$	71,530	$	56,045
Net income attributable to common stockholders(1)	$	4,449	$	1,444

______________________________________________________

(1) Excluding transaction costs, net income attributable to common stockholders was $4.4 million and $3.5 million for the nine months ended September 30, 2017 and 2016, respectively.

The table below (in thousands, except per share information) presents the historical results of Douglas Emmett, Inc. and the Westwood Portfolio on a combined basis as if the acquisition was completed on January 1, 2016, based on our thirty-percent ownership interest and includes adjustments that give effect to events that are (i) directly attributable to the acquisition, (ii)  expected to have a continuing impact on us, and (iii) are factually supportable. The pro forma reflects the hypothetical impact of the acquisition on us and does not purport to represent what our results of operations would have been had the acquisition occurred on January 1, 2016, or project the results of operations for any future period. The information does not reflect cost savings or operating synergies that may result from the acquisition or the costs to achieve any such potential cost savings or operating synergies. Transaction costs related to the acquisition have been excluded.

	Nine Months Ended September 30, 2016
Pro forma revenues	$	561,235
Pro forma net income attributable to common stockholders	$	64,623
Pro forma net income attributable to common stockholders per share – basic	$	0.433
Pro forma net income attributable to common stockholders per share – diluted	$	0.421

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Other 2016 Acquisitions

During the nine months ended September 30, 2016, a consolidated JV that we manage and in which we own an equity interest acquired two Class A properties: (i) on July 21, 2016, the JV acquired a multi-tenant office property located in Brentwood, California (12100 Wilshire Boulevard) for a contract price of $225.0 million, and (ii) on September 27, 2016 the JV acquired a multi-tenant office property located in Santa Monica, California (233 Wilshire Boulevard) for a contract price of $139.5 million. As of July 21, 2016, we had contributed fifty-five percent of the equity to the JV, which was reduced to twenty-percent when we sold thirty-five percent to a third party investor for $51.6 million, which included $194 thousand to compensate us for our costs of holding the investment. We recognized a gain of $587 thousand on the sale, which is included in Gains on sales of investments in real estate in our consolidated statements of operations. In addition to purchasing a thirty-five percent interest from us, investors contributed $139.8 million to the JV. As of September 30, 2016, including the effect of the sale of our interest, investors hold an aggregate of eighty-percent of the capital interests in the JV. As part of the acquisitions, the JV borrowed a total of $146.0 million under a three year, interest only, non-recourse loan bearing interest at LIBOR + 1.55%. The loan is secured by the acquired properties. See Note 7. The table below (in thousands) summarizes our purchase accounting for the acquisitions. The difference between the contract prices and respective purchase prices relate to credits received for prorations and similar matters:

	233 Wilshire			12100 Wilshire
Building square footage	129			365
Investment in real estate:
Land	$	9,263		$	20,164
Buildings and improvements	126,938			199,698
Tenant improvements and lease intangibles	3,488			9,057
Acquired above and below-market leases, net	(1,838		)	(4,523		)
Net assets and liabilities acquired	$	137,851		$	224,396

2016 Disposition

During the third quarter of 2016, we sold a 168,000 square foot Class A office property located in Sherman Oaks, California with a carrying value of $42.8 million for a contract price of $56.7 million, and we incurred transaction costs of $1.2 million resulting in a net gain of $12.7 million. The gain is included in Gains on sales of investments in real estate in our consolidated statements of operations.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

4. Acquired Lease Intangibles

Summary of our Acquired Lease Intangibles

The table below (in thousands) summarizes our above/below-market leases:

	September 30, 2017			December 31, 2016
Above-market tenant leases	$	5,461		$	5,110
Accumulated amortization - above-market tenant leases	(3,203		)	(2,379		)
Below-market ground leases	3,198			3,198
Accumulated amortization - below-market ground leases	(840		)	(782		)
Acquired lease intangible assets, net	$	4,616		$	5,147
Below-market tenant leases	$	117,077		$	104,925
Accumulated accretion - below-market tenant leases	(51,433		)	(41,241		)
Above-market ground leases	4,017			16,200
Accumulated accretion - above-market ground leases	(547		)	(12,693		)
Acquired lease intangible liabilities, net	$	69,114		$	67,191

Impact on the Consolidated Statements of Operations

The table below (in thousands) summarizes the net amortization/accretion related to our above/below-market leases:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net accretion of above/below-market tenant leases(1)	$	4,805		$	5,093		$	13,265		$	13,390
Amortization of above-market ground lease(2)	(4		)	(4		)	(13		)	(13		)
Accretion of above-market ground lease(3)	13			13			38			38
Total	$	4,814		$	5,102		$	13,290		$	13,415

_______________________________________________

(1) Recorded as a net increase to office and multifamily rental revenues.

(2) The amortization of the above-market rent we receive under this ground lease is recorded as a decrease to office parking and other income.

(3) The accretion of the above-market rent we pay under this ground lease is recorded as a decrease to office expense.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

5. Investments in Unconsolidated Real Estate Funds

Description of our Funds

We manage and own equity interests in three unconsolidated Funds, the Opportunity Fund, Fund X and Partnership X, through which we and investors own eight office properties totaling 1.8 million square feet.  We purchased a 3.7% interest in the Opportunity Fund during the second quarter of 2017. The Opportunity Fund's only investment is a 13.1% equity interest in Fund X. At September 30, 2017, we held direct and indirect equity interests of 3.7% of the Opportunity Fund, 69.1% of Fund X and 24.3% of Partnership X. Our Funds pay us fees and reimburse us for certain expenses related to property management and other services we provide. We also receive distributions based on invested capital and on any profits that exceed certain specified cash returns to the investors. The table below presents (in thousands) cash distributions received from our Funds:

	Nine Months Ended September 30,
	2017		2016
Operating distributions received	$	4,427	$	1,356
Capital distributions received	41,965		21,973
Total distributions received	$	46,392	$	23,329

Summarized Financial Information for our Funds

The accounting policies of the Funds are consistent with ours. The tables below present (in thousands) selected financial information for the Funds on a combined basis.  The amounts presented represent 100% (not our pro-rata share) of amounts related to the Funds, and are based upon historical acquired book value:

	September 30, 2017		December 31, 2016
Total assets	$	703,776	$	690,028
Total liabilities	$	524,968	$	448,544
Total equity	$	178,808	$	241,484

	Nine Months Ended September 30,
	2017		2016
Total revenues	$	56,550	$	54,104
Operating income	$	14,918	$	14,235
Net income	$	3,974	$	6,539

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

6. Other Assets

Other assets consisted of the following (in thousands):

	September 30, 2017		December 31, 2016
Restricted cash	$	121	$	121
Prepaid expenses	11,481		6,779
Other indefinite-lived intangible	1,988		1,988
Furniture, fixtures and equipment, net	1,078		1,093
Other	2,610		1,933
Total other assets	$	17,278	$	11,914

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

7. Secured Notes Payable and Revolving Credit Facility, Net

The following table summarizes (in thousands) our secured notes payable and revolving credit facility:

Description	Maturity Date(1)	Principal Balance as of September 30, 2017			Principal Balance as of December 31, 2016			Variable Interest Rate	Fixed Interest Rate(2)	Swap Maturity Date
Wholly Owned Subsidiaries
Term loan(3)	—	$	—		$	1,000		—	—	—
Term loan(3)	—	—			349,933			—	—	—
Fannie Mae loans(3)	—	—			388,080			—	—	—
Term loan(3)	—	—			345,759			—	—	—
Term loan(4)	2/1/2019	147,719			149,911			N/A	4.00%	—
Term loan(4)	6/5/2019	282,019			285,000			N/A	3.85%	—
Fannie Mae loan	10/1/2019	145,000			145,000			LIBOR + 1.25%	N/A	—
Term loan(5)	4/15/2022	340,000			340,000			LIBOR + 1.40%	2.77%	4/1/2020
Term loan(5)	7/27/2022	180,000			180,000			LIBOR + 1.45%	3.06%	7/1/2020
Term loan(5)	11/1/2022	400,000			400,000			LIBOR + 1.35%	2.64%	11/1/2020
Term loan(5)	6/23/2023	360,000			360,000			LIBOR + 1.55%	2.57%	7/1/2021
Term loan(5)	12/23/2023	220,000			220,000			LIBOR + 1.70%	3.62%	12/23/2021
Term loan(5)	1/1/2024	300,000			300,000			LIBOR + 1.55%	3.46%	1/1/2022
Fannie Mae loan(5)	4/1/2025	102,400			102,400			LIBOR + 1.25%	2.84%	3/1/2020
Fannie Mae loans(5)	12/1/2025	115,000			115,000			LIBOR + 1.25%	2.76%	12/1/2020
Fannie Mae loans(5)(6)	6/1/2027	550,000			—			LIBOR + 1.37%	3.51%	6/1/2022
Revolving credit facility(7)	8/21/2020	—			—			LIBOR + 1.40%	N/A	—
Total Wholly Owned Subsidiary Debt		3,142,138			3,682,083
Consolidated JVs
Term loan	7/21/2019	365,500			146,000			LIBOR + 1.55%	N/A	—
Term loan(5)	2/28/2023	580,000			580,000			LIBOR + 1.40%	2.37%	3/1/2021
Total Consolidated Debt(8)		4,087,638			4,408,083
Deferred loan costs, net		(38,810		)	(38,546		)
Total Consolidated Debt, net		$	4,048,828		$	4,369,537

___________________________________________________

Except as noted below, each loan (including our revolving credit facility) is non-recourse and secured by one or more separate collateral pools consisting of one or more properties, and requires monthly payments of interest only with the outstanding principal due upon maturity.

(1) Maturity dates include the effect of extension options.

(2) Includes the effect of interest rate swaps and excludes the effect of prepaid loan fees. See Note 9 for details of our interest rate swaps.

(3) At September 30, 2017, this loan had been paid off.

(4) Require monthly payments of principal and interest. Principal amortization is based upon a 30-year amortization schedule.

(5) Loan agreement includes a zero-percent LIBOR floor. The corresponding swaps do not include such a floor.

(6) Effective rate decreases to 3.16% on November 1, 2017.

(7) $400.0 million revolving credit facility. Unused commitment fees range from 0.15% to 0.20%.

(8) See Note 12 for our fair value disclosures.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Debt Statistics

The following table summarizes (in thousands) our fixed and floating rate debt:

	Principal Balance as of September 30, 2017		Principal Balance as of December 31, 2016
Aggregate swapped to fixed rate loans	$	3,147,400	$	2,985,480
Aggregate fixed rate loans	429,738		1,131,603
Aggregate floating rate loans	510,500		291,000
Total Debt	$	4,087,638	$	4,408,083

The following table summarizes our fixed rate debt statistics:

Fixed Rate Debt(fixed under the terms of the loan or a swap)
Principal balance (in billions)	$3.58
Weighted average remaining life (including extension options)	5.8 years
Weighted average remaining fixed interest period	3.3 years
Weighted average annual interest rate	3.08%

Future Principal Payments

At September 30, 2017, the minimum future principal payments due on our secured notes payable and revolving credit facility, excluding the impact of any maturity extension options, were as follows (in thousands):

Twelve months ending September 30:
2018	$	8,294
2019	786,944
2020	325,000
2021	115,000
2022	640,000
Thereafter	2,212,400
Total future principal payments	$	4,087,638

Loan Costs

Deferred loan costs are net of accumulated amortization of $15.9 million and $15.4 million at September 30, 2017 and December 31, 2016, respectively. The table below presents (in thousands) our loan costs, which are included in Interest Expense in our consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Loan costs expensed	$	163	$	—	$	539	$	818
Deferred loan cost amortization	2,343		2,227		6,865		5,470
Total	$	2,506	$	2,227	$	7,404	$	6,288

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

8. Interest Payable, Accounts Payable and Deferred Revenue

Interest payable, accounts payable and deferred revenue consisted of the following (in thousands):

	September 30, 2017		December 31, 2016
Interest payable	$	9,760	$	9,561
Accounts payable and accrued liabilities	80,572		36,880
Deferred revenue	28,031		28,788
Total interest payable, accounts payable and deferred revenue	$	118,363	$	75,229

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

9. Derivative Contracts

Derivative Summary

As of September 30, 2017, all of our interest rate swaps, which include the interest rate swaps of our consolidated JVs and our unconsolidated Funds, were designated as cash flow hedges:

	Number of Interest Rate Swaps	Notional   (in thousands)
Consolidated derivatives(1)	26	$	3,147,400
Unconsolidated Funds' derivatives(2)	4	$	510,000

___________________________________________________

(1) The notional amount includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(2) The notional amount includes 100%, not our pro-rata share, of our unconsolidated Funds' derivatives.

Credit-risk-related Contingent Features

We have agreements with each of our interest rate swap counterparties that contain a provision under which we could also be declared in default on our derivative obligations if we default on the underlying indebtedness that we are hedging. As of September 30, 2017, there have been no events of default with respect to our interest rate swaps or our unconsolidated Funds' interest rate swaps. We do not post collateral for our swaps in a liability position. The fair value of our interest rate swaps in a liability position were as follows (in thousands):

Fair value of derivatives in a liability position(1)	September 30, 2017		December 31, 2016
Consolidated derivatives(2)	$	2,636	$	7,689
Unconsolidated Funds' derivatives(3)	$	—	$	—

__________________________________________________________________________________

(1) Includes accrued interest and excludes adjustments for credit risk.

(2) Includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(3) Our unconsolidated Funds did not have any derivatives in a liability position.

Counterparty Credit Risk

We are also subject to credit risk from the counterparties on our interest rate swap and interest rate cap contracts. We seek to minimize our credit risk by entering into agreements with a variety of high quality counterparties with investment grade ratings. We do not receive collateral for our swaps in an asset position. The fair value of our interest rate swaps in an asset position were as follows (in thousands):

Fair value of derivatives in an asset position(1)	September 30, 2017		December 31, 2016
Consolidated derivatives(2)	$	37,258	$	35,144
Unconsolidated Funds' derivatives(3)	$	4,437	$	3,724

___________________________________________________

(1) Includes accrued interest and excludes adjustments for credit risk.

(2) Includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(3) Includes 100%, not our pro-rata share, of our unconsolidated Funds' derivatives.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Impact of Hedges on AOCI and Consolidated Statements of Operations

The table below presents (in thousands) the effect of derivative instruments on our AOCI and statements of operations:

	Nine Months Ended September 30,
	2017			2016
Derivatives Designated as Cash Flow Hedges:
Loss recorded in AOCI - consolidated derivatives(1)(5)	$	(4,027	)	$	(37,927	)
Gain (loss) recorded in AOCI - unconsolidated Funds' derivatives(2)(5)	$	610		$	(814	)
Loss reclassified from AOCI - consolidated derivatives(3)(5)	$	(10,353	)	$	(21,361	)
Loss reclassified from AOCI - unconsolidated Funds' derivatives(4)(5)	$	(193	)	$	(311	)
Gain recorded - consolidated derivatives(6)	$	38		$	—
Derivatives Not Designated as Cash Flow Hedges:
Gain (loss) recorded as interest expense(7)	$	—		$	—

___________________________________________________

(1) Represents the effective portion of the change in fair value of interest rate swaps.

(2) Represents our share of the effective portion of the change in fair value of our unconsolidated Funds' interest rate swaps.

(3) Reclassified from AOCI as an increase to Interest expense.

(4) Reclassified from AOCI as an increase (decrease) to Income, including depreciation, from unconsolidated real estate funds (our share).

(5) See the reconciliation of our AOCI in Note 10.

(6) Represents the ineffective portion of the change in fair value of interest rate swaps, which is recorded as a decrease (increase) to interest expense. Our unconsolidated Funds did not have any ineffectiveness related to their interest rate swaps.

(7) We and our unconsolidated Funds do not have any derivatives that are not designated as cash flow hedges.

Future Reclassifications from AOCI

At September 30, 2017, our estimate of the AOCI related to derivatives, designated as cash flow hedges, that will be reclassified to earnings during the next twelve months as swap interest payments are made, is presented in the table below (in thousands):

Consolidated derivatives(1)	$	(702	)
Unconsolidated Funds' derivatives(2)	$	772

________________________________________

(1) Reclassified as an increase to Interest expense.

(2) Reclassified as an increase to Income, including depreciation, from unconsolidated real estate funds (our share).

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

10.  Equity

Equity Transactions

During the nine months ended September 30, 2017, we (i) acquired 986 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, (ii) issued 1.3 million shares of our common stock for the exercise of 3.9 million stock options on a net settlement basis (net of the exercise price and related taxes) and (iii) issued 15.7 million shares of our common stock under our ATM program for net proceeds of $593.3 million.

During the nine months ended September 30, 2016, we (i) acquired 1.3 million OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, (ii) acquired 25 thousand OP Units for $826 thousand in cash, at an average price of $33.05 per OP Unit, (iii) issued 1.5 million shares of our common stock for the exercise of 7.6 million stock options on a net settlement basis (net of the exercise price and related taxes) and (iv) issued 1.4 million shares of our common stock under our ATM program for net proceeds of $49.4 million. We also created two JV's to acquire various properties: (i) in the first JV, which acquired the Westwood Portfolio, investors acquired an aggregate of seventy-percent of the capital interests, as a result of contributing $320.0 million directly to the JV for a forty-percent interest and acquiring a thirty-percent interest from us for $241.1 million (resulting in a gain of $1.1 million), and (ii) in the second JV, which acquired properties during the third quarter, investors acquired an aggregate of eighty-percent of the capital interests, as a result of contributing $139.8 million directly to the JV and acquiring a thirty-five-percent interest from us for $51.6 million (resulting in a gain of $587 thousand). See Note 3.

Condensed Consolidated Statements of Equity

The tables below present (in thousands) our condensed consolidated statements of equity:

	DEI Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance as of January 1, 2017	$	1,921,143		$	1,092,928		$	3,014,071
Net income	64,907			7,534			72,441
Cash flow hedge fair value adjustments	7,383			(254		)	7,129
Contributions to consolidated JVs	—			284,248			284,248
Dividends and distributions	(111,177		)	(28,682		)	(139,859		)
Exchange of OP units for common stock	13,261			(13,261		)	—
Exercise of stock options(1)	(52,867		)	—			(52,867		)
Stock-based compensation	—			8,642			8,642
Sale of common stock, net of offering costs	593,272			—			593,272
Balance as of September 30, 2017	$	2,435,922		$	1,351,155		$	3,787,077

__________________________________________________

(1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes).

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

	DEI Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance as of January 1, 2016	$	1,926,211		$	355,337		$	2,281,548
Net income	65,696			7,928			73,624
Cash flow hedge fair value adjustments	(14,376		)	(2,693		)	(17,069		)
Contributions to consolidated JV	—			459,750			459,750
Sale of equity interest in consolidated JV	—			291,029			291,029
Dividends and distributions	(98,501		)	(26,185		)	(124,686		)
Exchange of OP units for common stock	17,733			(17,733		)	—
Repurchase of OP units	(498		)	(328		)	(826		)
Exercise of stock options(1)	(53,467		)	—			(53,467		)
Stock-based compensation	—			7,759			7,759
Sale of common stock, net of offering costs	49,379			—			49,379
Balance as of September 30, 2016	$	1,892,177		$	1,074,864		$	2,967,041

__________________________________________________

(1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes).

Noncontrolling Interests

Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. Noncontrolling interests in our Operating Partnership consist of OP Units and fully-vested LTIP Units, and represented approximately 13% of our Operating Partnership's total interests as of September 30, 2017 when we and our Operating Partnership had 169.5 million shares of common stock and 24.7 million OP Units and fully-vested LTIP Units outstanding. A share of our common stock, an OP Unit and an LTIP Unit (once vested and booked up) have essentially the same economic characteristics, sharing equally in the distributions from our Operating Partnership.  Investors who own OP Units have the right to cause our Operating Partnership to redeem their OP Units for an amount of cash per unit equal to the market value of one share of our common stock at the date of redemption, or, at our election, exchange their OP Units for shares of our common stock on aone-for-one basis. LTIP Units have been granted to our key employees and non-employee directors as part of their compensation. These awards generally vest over the service period and once vested can generally be converted to OP Units.

Changes in our Ownership Interest in our Operating Partnership

The table below presents (in thousands) the effect on our equity from net income attributable to common stockholders and changes in our ownership interest in our Operating Partnership:

	Nine Months Ended September 30,
	2017		2016
Net income attributable to common stockholders	$	64,907	$	65,696
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests	13,261		17,733
Repurchase of OP Units from noncontrolling interests	—		(498		)
Net transfers from noncontrolling interests	13,261		17,235
Change from net income attributable to common stockholders and transfers from noncontrolling interests	$	78,168	$	82,931

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

AOCI Reconciliation⁽¹⁾ 

The table below presents (in thousands) a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges for the nine months ended September 30:

	2017			2016
Beginning balance	$	15,156		$	(9,285	)
Other comprehensive loss before reclassifications - our derivatives	(4,027		)	(37,927		)
Other comprehensive income (loss) before reclassifications - our Funds' derivatives	610			(814		)
Reclassifications from AOCI - our derivatives(2)	10,353			21,361
Reclassifications from AOCI - our Funds' derivatives(3)	193			311
Net current period OCI	7,129			(17,069		)
OCI attributable to noncontrolling interests	254			2,693
OCI attributable to common stockholders	7,383			(14,376		)
Ending balance	$	22,539		$	(23,661	)

___________________________________________________

(1) See Note 9 for the details of our derivatives and Note 12 for our derivative fair value disclosures.

(2) Reclassification as an increase to Interest expense.

(3) Reclassification as an (increase) decrease to Income, including depreciation, from unconsolidated real estate funds.

Equity Compensation

On June 2, 2016, the Douglas Emmett 2016 Omnibus Stock Incentive Plan ("2016 Plan") became effective after receiving stockholder approval, superseding our prior plan, the Douglas Emmett 2006 Omnibus Stock Incentive Plan ("2006 Plan"), both of which allow for awards to our directors, officers, employees and consultants. The key terms of the two plans are substantially identical, except for the date of expiration, the number of shares authorized for grants and various technical provisions. Grants after June 2, 2016 were awarded under the 2016 Plan, while grants prior to that date were awarded under the 2006 Plan (grants under the 2006 Plan remain outstanding according to their terms). Both plans are administered by the compensation committee of our board of directors.  

Total net stock-based compensation expense was $2.6 million and $2.3 million for the three months ended September 30, 2017 and 2016, and $7.9 million and $7.1 million for the nine months ended September 30, 2017 and 2016 respectively. These amounts are net of capitalized stock-based compensation of $257 thousand and $235 thousand for the three months ended September 30, 2017 and 2016, and $732 thousand and $683 thousand for the nine months ended September 30, 2017 and 2016 respectively. The intrinsic value of options exercised was $0.4 million and $2.1 million for the three months ended September 30, 2017 and 2016, and $102.5 million and $104.0 million during the nine months ended September 30, 2017 and 2016, respectively.

26

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

11. EPS

We calculate basic EPS by dividing the net income attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. We calculate diluted EPS by dividing the net income attributable to common stockholders for the period by the weighted average number of common shares and dilutive instruments outstanding during the period using the treasury stock method. We account for unvested LTIP awards that contain nonforfeitable rights to dividends as participating securities and include these securities in the computation of basic and diluted EPS using the two-class method. The table below presents the calculation of basic and diluted EPS:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Numerator (in thousands):
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696
Allocation to participating securities: Unvested LTIP Units	(158		)	(180		)	(345		)	(365		)
Numerator for basic and diluted net income attributable to common stock holders	$	25,456		$	31,668		$	64,562		$	65,331
Denominator (in thousands):
Weighted average shares of common stock outstanding - basic	165,471			150,753			158,000			148,578
Effect of dilutive securities: Stock options(1)	49			2,666			419			4,241
Weighted average shares of common stock and common stock equivalents outstanding - diluted	165,520			153,419			158,419			152,819
Basic EPS:
Net income attributable to common stockholders per share	$	0.154		$	0.210		$	0.409		$	0.440
Diluted EPS:
Net income attributable to common stockholders per share	$	0.154		$	0.206		$	0.408		$	0.428

____________________________________________________

(1) The following securities (in thousands) were excluded from the computation of the weighted average shares of common stock and common stock equivalents outstanding - diluted because the effect of including them would be anti-dilutive to the calculation of diluted EPS:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016
OP Units	24,790	24,788	24,750	25,148
Vested LTIP Units	8	675	358	766

27

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

12. Fair Value of Financial Instruments

Our estimates of the fair value of financial instruments were determined using available market information and widely used valuation methods.  Considerable judgment is necessary to interpret market data and determine an estimated fair value.  The use of different market assumptions or valuation methods may have a material effect on the estimated fair values. The FASB fair value framework hierarchy distinguishes between assumptions based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market-based inputs.  The hierarchy is as follows:

Level 1 - inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities.  

Level 2 - inputs are observable either directly or indirectly for similar assets and liabilities in active markets.  

Level 3 - inputs are unobservable assumptions generated by the reporting entity

As of September 30, 2017, we did not have any fair value estimates of financial instruments using Level 3 inputs.

Financial instruments disclosed at fair value

Short term financial instruments:The carrying amounts for cash and cash equivalents, tenant receivables, revolving credit line, interest payable, accounts payable, security deposits and dividends payable approximate fair value because of the short-term nature of these instruments.

Secured notes payable:See Note 7 for the details of our secured notes payable. We estimate the fair value of our secured notes payable, which includes the secured notes payable of our consolidated JVs, by calculating the credit-adjusted present value of the principal and interest payments for each secured note payable. The calculation incorporates observable market interest rates which we consider to be Level 2 inputs, assumes that the loans will be outstanding through maturity, and excludes any maturity extension options. The table below presents (in thousands) the estimated fair value of our secured notes payable:

Secured Notes Payable:	September 30, 2017		December 31, 2016
Fair value	$	4,080,901	$	4,429,224
Carrying value	$	4,087,638	$	4,408,083

Financial instruments measured at fair value

Derivative instruments:See Note 9 for the details of our derivatives. We present our derivatives on the balance sheet at fair value, on a gross basis, excluding accrued interest.  We estimate the fair value of our derivative instruments by calculating the credit-adjusted present value of the expected future cash flows of each derivative.  The calculation incorporates the contractual terms of the derivatives, observable market interest rates which we consider to be Level 2 inputs, and credit risk adjustments to reflect the counterparty's as well as our own nonperformance risk. Our derivatives are not subject to master netting arrangements.  The table below presents (in thousands) the estimated fair value of our derivatives:

	September 30, 2017		December 31, 2016
Derivative Assets:
Fair value - consolidated derivatives(1)	$	37,115	$	35,656
Fair value - unconsolidated Funds' derivatives(2)	$	4,632	$	3,605
Derivative Liabilities:
Fair value - consolidated derivatives(1)	$	2,002	$	6,830
Fair value - unconsolidated Funds' derivatives(2)	$	—	$	—

____________________________________________________

(1) Consolidated derivatives, which include 100%, not our pro-rata share, of our consolidated JVs' derivatives, are included in interest rate contracts in our consolidated balance sheet. The fair value excludes accrued interest which is included in interest payable in the consolidated balance sheet.

(2) Represents 100%, not our pro-rata share, of our unconsolidated Funds' derivatives. Our pro-rata share of the amounts related to the unconsolidated Funds' derivatives is included in our Investment in unconsolidated real estate funds in our consolidated balance sheet. See Note 5 for more information regarding our unconsolidated Funds.

28

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

13. Segment Reporting

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes.  We operate in two business segments: (i) the acquisition, development, ownership and management of office real estate and (ii) the acquisition, development, ownership and management of multifamily real estate.  The services for our office segment primarily include rental of office space and other tenant services, including parking and storage space rental.  The services for our multifamily segment include rental of apartments and other tenant services, including parking and storage space rental.

Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources.  Therefore, depreciation and amortization expense is not allocated among segments.  General and administrative expenses and interest expense are not included in segment profit as our internal reporting addresses these items on a corporate level. Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, it is not indicative of cash available to fund cash needs, and it should not be considered as an alternative to cash flows as a measure of liquidity.  Not all companies may calculate segment profit in the same manner.  We consider segment profit to be an appropriate supplemental measure to net income because it can assist both investors and management in understanding the core operations of our properties. The table below presents (in thousands) the operating activity of our reportable segments:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Office Segment
Total office revenues	$	184,618		$	167,608		$	530,508		$	475,083
Office expenses	(62,468		)	(56,926		)	(175,240		)	(158,190		)
Office segment profit	122,150			110,682			355,268			316,893
Multifamily Segment
Total multifamily revenues	24,131			24,513			72,354			72,825
Multifamily expenses	(6,041		)	(5,950		)	(17,866		)	(17,322		)
Multifamily segment profit	18,090			18,563			54,488			55,503
Total profit from all segments	$	140,240		$	129,245		$	409,756		$	372,396

The table below (in thousands) is a reconciliation of the total profit from all segments to net income attributable to common stockholders:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Total profit from all segments	$	140,240		$	129,245		$	409,756		$	372,396
General and administrative	(8,441		)	(8,099		)	(27,189		)	(25,573		)
Depreciation and amortization	(69,974		)	(63,827		)	(206,141		)	(181,947		)
Other income	2,659			2,295			7,152			6,527
Other expenses	(1,659		)	(2,916		)	(5,156		)	(7,828		)
Income, including depreciation, from unconsolidated real estate funds	1,137			2,334			4,427			5,564
Interest expense	(35,454		)	(36,479		)	(110,408		)	(109,842		)
Income before gains	28,508			22,553			72,441			59,297
Gains on sales of investments in real estate	—			13,245			—			14,327
Net income	28,508			35,798			72,441			73,624
Less: Net income attributable to noncontrolling interests	(2,894		)	(3,950		)	(7,534		)	(7,928		)
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696

29

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

14. Future Minimum Lease Rental Receipts

We lease space to tenants primarily under non-cancelable operating leases that generally contain provisions for a base rent plus reimbursement of certain operating expenses, and we own fee interests in two parcels of land subject to ground leases from which we earn ground rent income. The table below presents (in thousands) the future minimum base rentals on our non-cancelable office tenant and ground leases at September 30, 2017:

Twelve months ending September 30:
2018	$	528,867
2019	477,732
2020	416,289
2021	333,742
2022	251,975
Thereafter	657,646
Total future minimum base rentals(1)	$	2,666,251

_____________________________________________________

(1) Does not include (i) residential leases, which typically have a term of one year or less, (ii) holdover rent, (iii) other types of rent such as storage rent and antenna rent, (iv) tenant reimbursements, (v) straight line rent, (vi) amortization/accretion of acquired above/below-market lease intangibles and (vii) percentage rents.  The amounts assume that early termination options held by tenants are not exercised.

15. Future Minimum Lease Rental Payments

We incurred ground rent expense for a ground lease of $183 thousand for the three months ended September 30, 2017 and 2016 and $550 thousand for the nine months ended September 30, 2017 and 2016. The table below (in thousands) presents the future minimum ground lease payments as of September 30, 2017:

Twelve months ending September 30:
2018	$	733
2019	733
2020	733
2021	733
2022	733
Thereafter	47,094
Total future minimum lease payments(1)	$	50,759

___________________________________________________

(1) Lease term ends on December 31, 2086. Ground rent is fixed at $733 thousand per year until February 28, 2019, and will then reset to the greater of the existing ground rent or market. The table above assumes that the rental payments will continue to be $733 thousand per year after February 28, 2019.

30

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

16. Commitments, Contingencies and Guarantees

Legal Proceedings

From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.  Excluding ordinary, routine litigation incidental to our business, we are not currently a party to any legal proceedings that we believe would reasonably be expected to have a materially adverse effect on our business, financial condition or results of operations.

Concentration of Risk

We are subject to credit risk with respect to our tenant receivables and deferred rent receivables related to our tenant leases. Our tenants' ability to honor the terms of their respective leases remains dependent upon economic, regulatory and social factors. We seek to minimize our credit risk from our tenant leases by (i) targeting smaller, more affluent tenants, from a diverse mix of industries, (ii) performing credit evaluations of prospective tenants and (iii) obtaining security deposits or letters of credit from our tenants.  For the nine months ended September 30, 2017 and 2016, no tenant accounted for more than 10% of our total revenues.  

All of our properties, including the properties of our consolidated JVs and unconsolidated Funds, are located in Los Angeles County, California and Honolulu, Hawaii, and we are therefore susceptible to adverse economic and regulatory developments, as well as natural disasters, in those markets.

We are also subject to credit risk with respect to our interest rate swap counterparties that we use to manage the risk associated with our floating rate debt. We do not post or receive collateral with respect to our swap transactions. See Note 9 for the details of our interest rate contracts. We seek to minimize our credit risk by entering into agreements with a variety of high quality counterparties with investment grade ratings.

We have significant cash balances invested in a variety of short-term money market funds that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. These investments are not insured against loss of principal and there is no guarantee that our investments in these funds will be redeemable at par value. We also have significant cash balances in bank accounts with high quality financial institutions with investment grade ratings.  Interest bearing bank accounts at each U.S. banking institution are insured by the FDIC up to $250 thousand.

Asset Retirement Obligations

Conditional asset retirement obligations represent a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within our control.  A liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated.  Environmental site assessments have identified twenty-seven buildings in our Consolidated Portfolio and four buildings owned by our unconsolidated Funds which contain asbestos, and would have to be removed in compliance with applicable environmental regulations if these properties are demolished or undergo major renovations.  As of September 30, 2017, the obligations to remove the asbestos from these properties have indeterminable settlement dates, and we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation.

Development Contracts

During the first quarter of 2016, we commenced building an additional 475 apartments (net of existing apartments removed) at our Moanalua Hillside Apartments in Honolulu, Hawaii. The $120.0 million estimated cost of the new apartments does not include the cost of the land which we already owned before beginning the project. We are also investing additional capital to upgrade the existing apartments, improve the parking and landscaping, building a new leasing and management office, and construct a new recreation and fitness facility with a new pool.

In West Los Angeles, we plan to build a high-rise apartment building with 376 apartments. We expect the cost of the development to be approximately $180.0 million to $200.0 million, which does not include the cost of the land or the existing underground parking garage, both of which we owned before beginning the project.

As of September 30, 2017, we had an aggregate remaining contractual commitment for these development projects of approximately $73.1 million.

31

Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Other Contracts

As of September 30, 2017, we had an aggregate remaining contractual commitment for capital expenditure projects and repositionings of approximately $4.8 million.

Guarantees

We made certain environmental and other limited indemnities and guarantees covering customary non-recourse carve- outs for our unconsolidated Funds' debt. We also guaranteed the related swaps. Our Funds have agreed to indemnify us for any amounts that we would be required to pay under these agreements. As of September 30, 2017, all of the obligations under the related debt and swap agreements have been performed in accordance with the terms of those agreements. The table below summarizes our Funds' debt as of September 30, 2017. The amounts represent 100% (not our pro-rata share) of amounts related to our Funds:

Fund(1)	Loan Maturity Date	Principal Balance (in millions)		Variable Interest Rate	Swap Fixed Interest Rate	Swap Maturity Date
Partnership X(2)(4)	3/1/2023	$	110.0	LIBOR + 1.40%	2.30%	3/1/2021
Fund X(3)(4)(5)	7/1/2024	400.0		LIBOR + 1.65%	3.44%	7/1/2022
		$	510.0

___________________________________________________

(1) See Note 5 for more information regarding our unconsolidated Funds.

(2) Floating rate term loan, swapped to fixed, which is secured by two properties and requires monthly payments of interest only, with the outstanding principal due upon maturity. As of September 30, 2017, assuming a zero-percent LIBOR interest rate during the remaining life of the swap, the maximum future payments under the swap agreement were $3.4 million.

(3) Floating rate term loan, swapped to fixed, which is secured by six properties and requires monthly payments of interest only, with the outstanding principal due upon maturity. As of September 30, 2017, assuming a zero-percent LIBOR interest rate during the remaining life of the swap, the maximum future payments under the swap agreement were $34.5 million.

(4) Loan agreement includes a zero-percent LIBOR floor. The corresponding swaps do not include such a floor.

(5) Loan agreement includes the requirement to purchase an interest rate cap if one month LIBOR equals or exceeds 3.56% for fourteen consecutive days after the related swap matures.

32

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

The following discussion should be read in conjunction with our consolidated financial statements and related notes in Part I, Item 1 of this Report, and our Forward Looking Statements disclaimer. Our results of operations were affected by property acquisitions - see Note 3 to our consolidated financial statements.

Business Description

Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. We are one of the largest owners and operators of high-quality office and multifamily properties in Los Angeles County, California and in Honolulu, Hawaii. We focus on owning, acquiring, developing and managing 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.

As of September 30, 2017, our portfolio consisted of the following:

	Consolidated Portfolio(1)	Total Portfolio(2)
Office
Class A Properties(3)	62	70
Rentable square feet (in thousands)	16,390	18,220
Leased rate	91.1%	91.1%
Occupied rate	88.9%	88.9%
Multifamily
Properties	10	10
Units	3,320	3,320
Leased rate	98.5%	98.5%
Occupied rate	96.5%	96.5%

__________________________________________________

(1) Our Consolidated Portfolio includes the properties in our consolidated results. We own 100% of these properties except for ten office properties totaling 2.8 million square feet, which we own through three consolidated JVs. Our Consolidated Portfolio also includes two parcels of land from which we earn ground rent income from ground leases to the owners of a Class A office building and a hotel.

(2) Our Total Portfolio includes our Consolidated Portfolio as well as eight properties totaling 1.8 million square feet owned by our unconsolidated Funds, in which we own a weighted average of approximately 60% based on square footage. See Note 5 to our consolidated financial statements in Item 1 of this Report for our unconsolidated Funds' disclosures.

(3) Office portfolio includes ancillary retail space.

Annualized rent

As of September 30, 2017, annualized rent from our Consolidated Portfolio was derived as follows:

______

33

Acquisitions, Financings, Developments and Repositionings

Acquisitions

• During the second quarter of 2017, a consolidated JV that we manage, in which we own a 20% interest, paid $352.8 million to acquire two Class A office properties in Santa Monica, California.

• During the third quarter of 2017, the same consolidated JV paid $177.0 million to acquire a Class A office property located in Beverly Hills, California.

See Note 3 to our consolidated financial statements in Item 1 of this Report for more information regarding these acquisitions.

Financings

• During the second quarter of 2017:

◦ We closed a secured, non-recourse $550 million interest-only loan, scheduled to mature in June 2027. The loan bears interest at LIBOR + 1.37%, which we have effectively fixed through an interest rate swap at 3.51% until November 1, 2017 and 3.16% thereafter until June 1, 2022. The loan is secured by four residential properties. Part of the proceeds were used to pay off the existing $388.1 million loan secured by the same four properties.

◦ One of our Funds closed a secured, non-recourse $400.0 million interest-only loan, scheduled to mature in July 2024. The loan bears interest at LIBOR + 1.65%, which we have effectively fixed at 3.44% for five years through an interest rate swap. The loan is secured by six office properties. Part of the proceeds were used to pay off the existing $325 million loan secured by the same six properties.

◦ We paid off a $347 million loan that was scheduled to mature in August 2018.

◦ We issued 9.1 million shares of common stock under our ATM program for net proceeds of $346.0 million (of which $69.0 million was received shortly after June 30, 2017).

• During the third quarter of 2017:

◦ We paid off a $342 million loan that was scheduled to mature in March 2020.

◦ We issued 6.6 million shares of common stock under our ATM program for net proceeds of $247.4 million.

See Notes 7 and 10 to our consolidated financial statements in Item 1 of this Report for more detail regarding our debt and equity, respectively.

Developments

We are developing two multifamily projects, one in our Brentwood submarket in Los Angeles, California, and one in Honolulu, Hawaii. Each development is on land which we already own:

• In West Los Angeles, we are planning to build a high-rise apartment building with 376 apartments. We expect the cost of the development to be approximately $180.0 million to $200.0 million, which does not include the cost of the land or the existing underground parking garage, both of which we owned before beginning the project.

• At our Moanalua Hillside Apartments in Honolulu, we are building an additional 475 apartments (net of existing apartments removed), which we expect will cost approximately $120.0 million excluding the cost of the land which we already owned before beginning the project. We also plan to invest additional capital to upgrade the existing apartments, improve the parking and landscaping, build a new leasing and management office, and construct a new recreation and fitness facility with a new pool.

Repositionings

We often strategically purchase properties with large vacancies or expected near-term lease roll-over and use our knowledge of the property and submarket to reposition the property for the optimal use and tenant mix. The work we undertake to reposition a building typically takes months or even years, and could involve a range of improvements from a complete structural renovation to a targeted remodeling of selected spaces. We generally select a property for repositioning at the time we purchase it, although repositioning efforts can also occur at properties that we already own. During the repositioning, the affected property may display depressed rental revenue and occupancy levels which impacts our results and, therefore, comparisons of our performance from period to period. In addition to our Moanalua Hillside Apartments in Honolulu, described above under "Developments", as of September 30, 2017, we were repositioning two properties: (i) a 668,000 square foot office property in Woodland Hills, California, which included a 35,000 square foot gym, and (ii) an 80,000 square foot office property in Honolulu, Hawaii owned by a consolidated JV in which we own a two-thirds interest.

34

Rental Rate Trends - Total Portfolio

Office Rental Rates

The table below presents the average annual rental rate per leased square foot and the annualized lease transaction costs per leased square foot for leases executed in our total office portfolio:

	Nine Months Ended	Twelve Months Ended December 31,
Historical straight-line rents:(1)	September 30, 2017	2016	2015	2014	2013
Average rental rate(2)	$43.69	$43.21	$42.65	$35.93	$34.72
Annualized lease transaction costs(3)	$5.51	$5.74	$4.77	$4.66	$4.16

___________________________________________________

(1) Because straight-line rent takes into account the full economic value of each lease, including rent concessions and escalations, we believe that it may provide a better comparison than ending cash rents, which include the impact of the annual escalations over the entire term of the lease. However, care should be taken in any comparison, as the averages are often significantly affected from period to period by factors such as the buildings, submarkets, and types of space and terms involved in the leases executed during the respective reporting period.

(2) Reflects the weighted average straight-line annualized base rent (excludes tenant reimbursements, parking and other revenue) per leased square foot.  For our triple net leases, annualized rent is calculated by adding estimated expense reimbursements to base rent.

(3) Reflects the weighted average leasing commissions and tenant improvement allowances divided by the weighted average number of years for the leases.

Office Rent Roll

The table below presents the rent roll for new and renewed leases per leased square foot executed in our total office portfolio during the nine months ended September 30, 2017:

Rent Roll (1)(2)	Straight-line Rent	Starting Cash Rent	Expiring Cash Rent
Leases signed during the period	$43.69	$42.10	$—
Prior leases for the same space	$34.54	$33.75	$38.17
Percentage change	26.5%	24.8%	10.3%	(3)

___________________________________________________

(1) Represents the average initial stabilized cash and straight-line rents on new and renewal leases signed during the quarter compared to the prior lease on the same space, excluding short term leases and leases on space where the prior lease was terminated more than a year before signing of the new lease.

(2) Our office rent roll can fluctuate from period to period as a result of changes in our submarkets, buildings and term of the expiring leases, making these metrics difficult to predict.

(3) The percentage change for expiring cash rent represents the comparison between the starting cash rent on leases executed during the respective period and the expiring cash rent on the prior leases for the same space.

35

Multifamily Rental Rates

The table below presents the average annual rental rate per leased unit for new tenants.

	Nine Months Ended	Twelve Months Ended December 31,
Average annual rental rate - new tenants:	September 30, 2017	2016	2015	2014	2013
Rental rate(1)	$29,465	$28,435	$27,936	$28,870	$27,392

_____________________________________________________

(1) 2016 and 2015 include the impact of a property acquisition in Honolulu at the end of the 2014, so the numbers are not directly comparable with prior years.

Multifamily Rent Roll

During the nine months ended September 30, 2017, average rent on leases to new tenants were 4.4%higher for the same unit at the time it became vacant.

Occupancy Rates - Total Portfolio

The tables below present the occupancy rates for our total office portfolio and multifamily portfolio:

		December 31,
Occupancy Rates(1) as of:	September 30, 2017	2016	2015	2014	2013
Office portfolio	88.9%	90.4%	91.2%	90.5%	90.4%
Multifamily portfolio	96.6%	97.9%	98.0%	98.2%	98.7%

	Nine Months Ended	Twelve Months Ended December 31,
Average OccupancyRates(1)(2):	September 30, 2017	2016	2015	2014	2013
Office portfolio	89.5%	90.6%	90.9%	90.0%	89.7%
Multifamily portfolio	97.4%	97.6%	98.2%	98.5%	98.6%

___________________________________________________

(1) Occupancy rates include the impact of property acquisitions, most of whose occupancy rates at the time of acquisition were below that of our existing portfolio.

(2) Average occupancy rates are calculated by averaging the occupancy rates at the end of each of the quarters in the period and at the end of the quarter immediately prior to the start of the period.

36

Office Lease Expirations

As of September 30, 2017, assuming non-exercise of renewal options and early termination rights, we expect to see expiring cash rents in our total office portfolio as presented in the graph below:

____________________________________________________

(1) Average of the percentage of leases at September 30, 2014, 2015, 2016 with the same remaining duration as the leases for the labeled year had at September 30, 2017. Acquisitions are included in the prior year average commencing in the quarter after the acquisition.

37

Comparison of three months ended September 30, 2017 to three months ended September 30, 2016

	(in thousands)
	2017		2016		Increase (Decrease)			Percentage		Commentary
Revenues
Office rental revenue	$	140,993	$	128,744	$	12,249		9.5	%	The increase was due to rental revenues of $9.8 million from properties that we acquired in 2016 and 2017 and an increase in rental revenues of $3.4 million from the properties that we owned throughout both periods, partially offset by a decrease of $0.9 million in rental revenues from a property that we sold during 2016. The increase from properties that we owned throughout both periods was primarily due to an increase in rental rates, partially offset by a decrease in occupancy and a decrease of $0.4 million in the accretion from below-market leases.
Office tenant recoveries	$	15,854	$	12,914	$	2,940		22.8	%	The increase was due to tenant recoveries of $1.1 million from properties that we acquired in 2016 and 2017 and an increase in tenant recoveries of $1.8 million from the properties that we owned throughout both periods. The increase from properties that we owned throughout both periods was primarily due to an increase in operating costs.
Office parking and other income	$	27,771	$	25,950	$	1,821		7.0	%	The increase was due to parking and other income of $1.1 million from properties that we acquired in 2016 and 2017 and an increase of $0.8 million in parking and other income from properties that we owned throughout both periods, partially offset by a decrease of $0.2 million in parking and other income from a property that we sold during 2016. The increase in parking and other income from properties that we owned throughout both periods primarily reflects increases in rates, partially offset by a decrease in occupancy.
Multifamily revenue	$	24,131	$	24,513	$	(382	)	(1.6	)%	The decrease was due to a decrease of $840 thousand in the accretion from below-market leases, partially offset by an increase of $460 thousand in rental revenues and parking income. The decrease in the accretion from below-market leases was due to the completion in the fourth quarter 2016 of the amortization of below-market lease intangibles recorded at the time of our IPO. The increase in rental revenues and parking income was primarily due to an increase in rental rates.
Operating expenses
Office rental expenses	$	62,468	$	56,926	$	5,542		9.7	%	The increase was due to rental expenses of $4.0 million from properties that we acquired during 2016 and 2017 and an increase of $2.0 million from properties that we owned throughout both periods, partially offset by a decrease of $0.4 million from a property that we sold during 2016. The increase from properties that we owned throughout both periods was primarily due to an increase in scheduled services, repairs & maintenance, payroll, utilities and real estate taxes.
Multifamily rental expenses	$	6,041	$	5,950	$	91		1.5	%	The increase was primarily due to an increase in scheduled services and utilities, partially offset by a decrease in repairs & maintenance.

38

	(in thousands)
	2017			2016			Increase (Decrease)			Percentage		Commentary
General and administrative	$	8,441		$	8,099		$	342		4.2	%	The increase was primarily due to an increase in personnel expenses.
Depreciation and amortization	$	69,974		$	63,827		$	6,147		9.6	%	The increase was primarily due to depreciation and amortization of $5.5 million from properties that we acquired during 2016 and 2017 and an increase of $600 thousand from properties that we owned throughout both periods. The increase from the properties that we owned throughout both periods was primarily due to an increase in building improvements, tenant improvements and leasing commissions.
Non-Operating Income and Expenses
Other income	$	2,659		$	2,295		$	364		15.9	%	The increase was primarily due to an increase in interest income and revenue from the health club that we own and operate.
Other expenses	$	(1,659	)	$	(2,916	)	$	(1,257	)	(43.1	)%	The decrease was primarily due to $1.2 million of acquisition-related expenses incurred in connection with the acquisition of properties by one of our consolidated JVs in 2016. Acquisition-related expenses were capitalized in 2017 as a result of a change in accounting policy - see "Critical Accounting Policies" below.
Income, including depreciation, from unconsolidated real estate funds	$	1,137		$	2,334		$	(1,197	)	(51.3	)%	The decrease was primarily due to an increase in interest expense and loan costs for one of our unconsolidated Funds related to a 2017 loan refinancing.
Interest expense	$	(35,454	)	$	(36,479	)	$	(1,025	)	(2.8	)%	The decrease was due to a decrease in our operating partnership interest expense of $3.5 million as a result of lower debt balances, partially offset by interest expense of $2.5 million on debt related to our JV acquisitions in 2016 and 2017.
Gains on sales of investments in real estate	$	—		$	13,245		$	(13,245	)	(100.0	)%	In 2016 we sold (i) a thirty-five percent ownership interest in one of our consolidated joint ventures to a third party investor and recognized a gain of $0.6 million and (ii) a consolidated wholly-owned office property and recognized a gain of $12.7 million.

39

Comparison of nine months ended September 30, 2017 to nine months ended September 30, 2016

	(in thousands)
	2017		2016		Increase (Decrease)			Percentage		Commentary
Revenues
Office rental revenue	$	409,674	$	366,400	$	43,274		11.8	%	The increase was due to rental revenues of $37.4 million from properties that we acquired in 2016 and 2017 and an increase in rental revenues of $9.0 million from the properties that we owned throughout both periods, partially offset by $3.1 million in rental revenues from a property that we sold during 2016. The increase from properties that we owned throughout both periods was primarily due to an increase in rental rates, partially offset by a decrease in occupancy and a decrease of $1.3 million in the accretion from below-market leases.
Office tenant recoveries	$	39,705	$	34,111	$	5,594		16.4	%	The increase was due to tenant recoveries of $2.8 million from properties that we acquired in 2016 and 2017 and an increase in tenant recoveries of $2.8 million from properties that we owned throughout both periods. The increase from the properties that we owned throughout both periods was primarily due to an increase in operating costs.
Office parking and other income	$	81,129	$	74,572	$	6,557		8.8	%	The increase was due to parking and other income of $4.3 million from properties that we acquired in 2016 and 2017 and an increase of $2.8 million in parking and other income from properties that we owned throughout both periods, partially offset by a decrease of $0.5 million in parking and other income from a property that we sold during 2016. The increase in parking and other income from properties that we owned throughout both periods primarily reflects increases in rates, partially offset by a decrease in occupancy.
Multifamily revenue	$	72,354	$	72,825	$	(471	)	(0.6	)%	The decrease was due to a decrease of $2.5 million in the accretion from below-market leases, partially offset by an increase of $2.0 million in rental revenues and parking income. The decrease in the accretion from below-market leases was due to the completion in the fourth quarter of 2016 of the amortization of below-market lease intangibles recorded at the time of our IPO. The increase in rental revenues and parking income was primarily due to an increase in rental rates.
Operating expenses
Office rental expenses	$	175,240	$	158,190	$	17,050		10.8	%	The increase was due to rental expenses of $14.6 million from properties that we acquired during 2016 and 2017 and an increase of $3.8 million from properties that we owned throughout both periods, partially offset by a decrease of $1.4 million from a property that we sold during 2016. The increase from properties that we owned throughout both periods was primarily due to an increase in scheduled services, payroll, utilities and real estate taxes.
Multifamily rental expenses	$	17,866	$	17,322	$	544		3.1	%	The increase was due to an excise tax refund of $0.5 million in 2016, increases in scheduled services and utilities, partially offset by decreases in repairs and maintenance and payroll.

40

	(in thousands)
	2017			2016			Increase (Decrease)			Percentage		Commentary
General and administrative expenses	$	27,189		$	25,573		$	1,616		6.3	%	The increase was primarily due to an increase in personnel expenses, partially offset by a decrease in legal fees.
Depreciation and amortization	$	206,141		$	181,947		$	24,194		13.3	%	The increase was primarily due to depreciation and amortization of $20.6 million from properties that we acquired during 2016 and 2017 and an increase of $4.0 million from properties that we owned throughout both periods, partially offset by a decrease of $0.5 million from a property that we sold during 2016. The increase from properties that we owned throughout both periods was primarily due to an increase in building improvements, tenant improvements and leasing commissions, as well as $1.6 million of accelerated depreciation of units that were demolished at our Moanalua Hillside Apartments in connection with the development.
Non-Operating Income and Expenses
Other income	$	7,152		$	6,527		$	625		9.6	%	The increase was primarily due to an increase in interest income and revenue from the health club that we own and operate.
Other expenses	$	(5,156	)	$	(7,828	)	$	(2,672	)	(34.1	)%	The decrease was primarily due to $2.9 million of acquisition-related expenses incurred in connection with the acquisition of properties by our consolidated JVs in 2016. Acquisition-related expenses were capitalized in 2017 as a result of a change in accounting policy - see "Critical Accounting Policies" below.
Income, including depreciation, from unconsolidated real estate funds	$	4,427		$	5,564		$	(1,137	)	(20.4	)%	The decrease was primarily due to an increase in interest expense and loan costs for one of our unconsolidated Funds related to a 2017 loan refinancing, partially offset by an increase in operating income from our funds which reflected an increase in rental revenues as a result of increasing rental rates.
Interest expense	$	(110,408	)	$	(109,842	)	$	566		0.5	%	The increase was due to interest expense of $8.5 million on debt related to our JV acquisitions in 2016 and 2017, partially offset by a decrease in our operating partnership interest expense of $7.9 million as a result of lower debt balances, refinancing at lower interest rates during 2016 and 2017 and lower debt refinancing costs.
Gains on sales of investments in real estate	$	—		$	14,327		$	(14,327	)	(100.0	)%	In 2016, we sold (i) a thirty-percent ownership interest in one of our consolidated joint ventures to a third party investor and recognized a gain of $1.1 million, (ii) a thirty-five percent ownership interest in one of our consolidated joint ventures to a third party investor and recognized a gain of $0.6 million and (iii) a consolidated wholly-owned office property and recognized a gain of $12.7 million.

41

Non-GAAP Supplemental Financial Measure: FFO

Usefulness to Investors

Many investors use FFO as one performance measure to compare the operating performance of REITs.  FFO represents net income (loss), computed in accordance with GAAP, excluding (i) gains (or losses) from sales of depreciable operating property, (ii) impairments of depreciable operating property, (iii) real estate depreciation and amortization (other than amortization of deferred financing costs), and (iv) the same adjustments for unconsolidated funds and consolidated JVs. We calculate FFO in accordance with the standards established by NAREIT. Like any metric, FFO has limitations as a measure of our performance, because it excludes depreciation and amortization, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our operating results.  Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to the FFO of other REITs. 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 cash available to fund our cash needs, including our ability to pay dividends.  FFO should not be used as a supplement to or a substitute measure for cash flow from operating activities computed in accordance with GAAP.

Comparison of Results

For the three months ended September 30, 2017, FFO increased by $6.9 million, or 8.2%, to $90.8 million, compared to $83.9 million for the three months ended September 30, 2016. The increase was primarily due to (i) an increase in operating income from our office portfolio due to acquisitions in 2016 and 2017 and increasing rental rates, (ii) a decrease in other expenses as a result of $1.2 million of acquisition-related costs we expensed in 2016, while similar costs in 2017 were capitalized as a result of a change in accounting policy and (iii) a decrease in interest expense due to lower debt balances, partially offset by a decrease in the FFO of our Funds due to an increase in interest expense and loan costs related to the refinancing of a loan for one of our Funds during 2017.

For the nine months ended September 30, 2017, FFO increased by $17.5 million, or 7.2%, to $259.4 million, compared to $241.9 million for the nine months ended September 30, 2016. The increase was primarily due to (i) an increase in operating income from our office portfolio due to acquisitions in 2016 and 2017 and increasing rental rates, (ii) a decrease in other expenses as a result of $2.9 million of acquisition-related costs we expensed in 2016, while similar costs in 2017 were capitalized as a result of a change in accounting policy, partially offset by (a) an increase in multifamily rental expenses due to a tax refund during 2016, (b) an increase in general and administrative expenses due to an increase in personnel expenses, (c) a decrease in the FFO of our Funds due to an increase in interest expense and loan costs related to the refinancing of a loan for one of our Funds during 2017 and (d) an increase in interest expense due to new debt related to our joint venture acquisitions during 2016 and 2017.

Reconciliation to GAAP

The table below (in thousands) reconciles our FFO (the FFO attributable to our common stockholders and noncontrolling interests in our Operating Partnerships - which includes our share of our consolidated JVs and our unconsolidated Funds FFO) to net income attributable to common stockholders computed in accordance with GAAP:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696
Depreciation and amortization of real estate assets	69,974			63,827			206,141			181,947
Net income attributable to noncontrolling interests	2,894			3,950			7,534			7,928
Adjustments attributable to unconsolidated Funds(1)	4,084			4,037			12,140			11,935
Adjustments attributable to consolidated JVs(2)	(11,798		)	(6,510		)	(31,363		)	(11,326		)
Gain on sale of investments in real estate	—			(13,245		)	—			(14,327		)
FFO	$	90,768		$	83,907		$	259,359		$	241,853

_____________________________________________________

(1) Adjusts for our share of our unconsolidated Funds depreciation and amortization of real estate assets.

(2) Adjusts for the net income and depreciation and amortization of real estate assets that is attributable to the noncontrolling interests in our consolidated JVs.

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Liquidity and Capital Resources

Short-term liquidity

Excluding potential acquisitions and debt refinancings, we expect to meet our short term liquidity requirements, which includes our development projects, repositioning of properties and non-recurring capital expenditures, through cash on hand, cash generated by operations and our revolving credit facility. See Note 7 to our consolidated financial statements in Item 1 of this Report for more information regarding our revolving credit facility.

Long-term liquidity

Our long-term liquidity needs consist primarily of funding for acquisitions and debt refinancings. We do not expect to have sufficient funds on hand to cover these long-term cash requirements due to the nature of our business and the REIT federal tax rules that require us to distribute a substantial majority of our income on an annual basis. We plan to meet our long-term liquidity needs through long-term secured non-recourse indebtedness, the issuance of equity securities, including common stock and OP Units, property dispositions and JV transactions. We have an ATM program which would allow us, subject to market conditions, to sell up to $150.0 million in shares of common stock as of the date of this Report.

To mitigate the impact of changing interest rates on our cash flows from operations, some of our long-term secured loans carry fixed interest rates, and we generally enter into interest rate swap agreements with respect to our loans with floating interest rates.  These swap agreements generally expire between one to two years before the maturity date of the related loan, during which time we can refinance the loan without any interest penalty. See Notes 7 and 9 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt and derivative contracts, respectively.  

Contractual Obligations

See Note 7 to our consolidated financial statements in Item 1 of this Report for information regarding our minimum future principal payments due on our secured notes payable and revolving credit facility, as well as the interest rates that determine our future periodic interest payments, Note 15 for information regarding our minimum future ground lease payments, and Note 16 for information regarding our contractual obligations related to our developments, capital expenditure projects and repositionings.

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Cash Flows

Comparison of nine months ended September 30, 2017 to nine months ended September 30, 2016

(In thousands)	2017			2016			Increase (Decrease)			Percentage
Cash flows from operating activities(1)	$	308,682		$	265,663		$	43,019		16.2	%
Cash flows from investing activities(2)	$	(615,175	)	$	(1,325,227	)	$	710,052		53.6	%
Cash flows from financing activities(3)	$	361,308		$	1,116,181		$	(754,873	)	(67.6	)%

___________________________________________________

(1) Our cash flows provided by operating activities are primarily dependent upon the occupancy and rental rates of our portfolio, the collectability of rent and recoveries from our tenants, and the level of our operating expenses and general and administrative costs.  The increase was primarily due to (i) an increase in operating income from our office portfolio due to acquisitions in 2016 and 2017 and increasing rental rates, (ii) an increase in the operating distributions from our Funds and (iii) a decrease in other expenses as a result of expensing acquisition-related costs in 2016, while similar costs were capitalized in 2017 as a result of a change in accounting policy, partially offset by (a) an increase in multifamily rental expenses due to a tax refund during 2016 and (b) an increase in general and administrative expenses due to an increase in personnel expenses.

(2) Our cash flows used in investing activities is generally used to fund property acquisitions, developments and redevelopment projects, and recurring and non-recurring capital expenditures. The decrease is primarily due to a decrease of $1.09 billion paid for properties acquired, partially offset by $348.2 million that we received during 2016 from the sale of investments in real estate.

(3) Our cash flows provided by financing activities are generally impacted by our borrowings and capital activities, as well as dividends and distributions paid to common stockholders and noncontrolling interests, respectively.  The decrease is primarily due to a decrease in net borrowings of $1.12 billion and a decrease in contributions from non-controlling interests of $175.5 million, partially offset by an increase of $543.9 million from the net proceeds from the issuance of common stock.

Off-Balance Sheet Arrangements

Our Unconsolidated Funds Debt

Our unconsolidated Funds have their own secured non-recourse debt, and we have made certain environmental and other limited indemnities and guarantees covering customary non-recourse carve-outs related to those loans. We have also guaranteed the related swaps. Our Funds have agreed to indemnify us for any amounts that we would be required to pay under these agreements. As of September 30, 2017, all of the obligations under these loans and swap agreements have been performed in accordance with the terms of those agreements. See Note 16 to our consolidated financial statements in Item 1 of this Report.

Critical Accounting Policies

We adopted ASU No. 2017-01, "Clarifying the Definition of a Business" in the first quarter of 2017. The ASU changes our accounting policy "Investment in Real Estate" disclosed in our 2016 Annual Report on Form 10-K. The ASU requires that our property acquisitions be accounted for as asset purchases, and the related acquisition expenses be capitalized as part of the respective asset. We historically accounted for our property acquisitions as business combinations and expensed the related acquisition expenses as incurred. We have not made any other changes during the period covered by this Report to our critical accounting policies disclosed in our 2016 Annual Report on Form 10-K. For a discussion of recently issued and adopted accounting literature, see Note 2 to our consolidated financial statements in Item 1 of this Report. Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP, and which requires us to make estimates of certain items, which affect the reported amounts of our assets, liabilities, revenues and expenses. While we believe that our estimates are based upon reasonable assumptions and judgments at the time that they are made, some of our estimates could prove to be incorrect, and those differences could be material. Some of our estimates are subject to adjustment as we believe appropriate, based on revised estimates, and reconciliation to actual results when available.

44

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

We use derivative instruments to hedge interest rate risk related to our floating rate borrowings. However, our use of these instruments does expose us to credit risk from the potential inability of our counterparties to perform under the terms of those agreements. We attempt to minimize this credit risk by contracting with a variety of high-quality financial counterparties. See Notes 7 and 9 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt and derivatives. At September 30, 2017, 12.5% of our consolidated debt was unhedged floating rate debt. A fifty-basis point change in the one month USD LIBOR interest rate would result in an annual impact to our earnings (through interest expense) of  $2.6 million. We calculate interest sensitivity by multiplying the amount of unhedged floating rate debt by fifty-basis points.

Item 4.  Controls and Procedures

As of September 30, 2017, the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of management, including our CEO and CFO, regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Report. Based on the foregoing, our CEO and CFO concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our CEO and our CFO, as appropriate, to allow for timely decisions regarding required disclosure. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

45

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. Excluding ordinary routine litigation incidental to our business, we are not currently a party to any legal proceedings that we believe would reasonably be expected to have a materially adverse effect on our business, financial condition or results of operations.

Item 1A.  Risk Factors

Except for any additional relevant information disclosed in our public reports during 2017, we are not aware of any other material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

Exhibit Number	Description
1.1	Equity Distribution Agreement, dated August 4, 2017, by and among Douglas Emmett, Inc., Douglas Emmett Management, Inc., Douglas Emmett Properties, LP, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (filed with Form 8-K on August 7, 2017 and incorporated herein by this reference).
31.1	Certificate of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certificate of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certificate of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certificate of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

________________________________________________

*    In accordance with SEC Release No. 33-8212, these exhibits are being furnished, and are not being filed as part of this Report on Form 10-Q or as a separate disclosure document, and are not being incorporated by reference into any Securities Act registration statement.

46

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		DOUGLAS EMMETT, INC.
Date:	November 8, 2017	By:	/s/ JORDAN L. KAPLAN
			Jordan L. Kaplan
			President and CEO
Date:	November 8, 2017	By:	/s/ MONA M. GISLER
			Mona M. Gisler
			CFO

47

EX-31.1

EXHIBIT 31.1

CEO Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jordan L. Kaplan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Douglas Emmett, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;    

3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 8, 2017	By:	/s/ JORDAN L. KAPLAN
			Jordan L. Kaplan
			President and CEO

EX-31.2

EXHIBIT 31.2

CFO Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mona M. Gisler, certify that: 

1. I have reviewed this Quarterly Report on Form 10-Q of Douglas Emmett, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 8, 2017	By:	/s/ MONA M. GISLER
			Mona M. Gisler
			CFO

EX-32.1

EXHIBIT 32.1

OFFICERS’ CERTIFICATIONS

CEO Certification

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Douglas Emmett, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that:

(i) the accompanying quarterly report on Form 10-Q of the Company for the period ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 8, 2017	By:	/s/ JORDAN L. KAPLAN
			Jordan L. Kaplan
			President and CEO

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

EXHIBIT 32.2

OFFICERS’ CERTIFICATIONS

CFO Certification

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Douglas Emmett, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that:

(i) the accompanying quarterly report on Form 10-Q of the Company for the period ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 8, 2017	By:	/s/ MONA M. GISLER
			Mona M. Gisler
			CFO

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 03, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	Douglas Emmett Inc
Entity Central Index Key	0001364250
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		169,525,292

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Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Investment in real estate:
Land	$ 1,055,604	$ 1,022,340
Buildings and improvements	7,735,718	7,221,124
Tenant improvements and lease intangibles	737,606	696,197
Property under development	106,891	58,459
Investment in real estate, gross	9,635,819	8,998,120
Less: accumulated depreciation and amortization	(1,959,448)	(1,789,678)
Investment in real estate, net	7,676,371	7,208,442
Cash and cash equivalents	167,742	112,927
Tenant receivables, net	2,856	2,165
Deferred rent receivables, net	102,178	93,165
Acquired lease intangible assets, net	4,616	5,147
Interest rate contract assets	37,115	35,656
Investment in unconsolidated real estate funds	105,016	144,289
Other assets	17,278	11,914
Total Assets	8,113,172	7,613,705
Liabilities
Secured notes payable and revolving credit facility, net	4,048,828	4,369,537
Interest payable, accounts payable and deferred revenue	118,363	75,229
Security deposits	48,799	45,990
Acquired lease intangible liabilities, net	69,114	67,191
Interest rate contract liabilities	2,002	6,830
Dividends payable	38,989	34,857
Total liabilities	4,326,095	4,599,634
Douglas Emmett, Inc. stockholders' equity:
Common Stock, $0.01 par value, 750,000,000 authorized, 169,487,292 and 151,530,210 outstanding at September 30, 2017 and December 31, 2016, respectively	1,695	1,515
Additional paid-in capital	3,278,642	2,725,157
Accumulated other comprehensive income	22,539	15,156
Accumulated deficit	(866,954)	(820,685)
Total Douglas Emmett, Inc. stockholders' equity	2,435,922	1,921,143
Noncontrolling interests	1,351,155	1,092,928
Total equity	3,787,077	3,014,071
Total Liabilities and Equity	$ 8,113,172	$ 7,613,705

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common Stock, par value (usd per share)	$ 0.01	$ 0.01
Common Stock, shares authorized (in shares)	750,000,000	750,000,000
Common Stock, shares outstanding (in shares)	169,487,292	151,530,210

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Office rental
Rental revenues	$ 140,993	$ 128,744	$ 409,674	$ 366,400
Tenant recoveries	15,854	12,914	39,705	34,111
Parking and other income	27,771	25,950	81,129	74,572
Total office revenues	184,618	167,608	530,508	475,083
Multifamily rental
Rental revenues	22,282	22,801	66,760	67,634
Parking and other income	1,849	1,712	5,594	5,191
Total multifamily revenues	24,131	24,513	72,354	72,825
Total revenues	208,749	192,121	602,862	547,908
Operating Expenses
Office expenses	62,468	56,926	175,240	158,190
Multifamily expenses	6,041	5,950	17,866	17,322
General and administrative	8,441	8,099	27,189	25,573
Depreciation and amortization	69,974	63,827	206,141	181,947
Total operating expenses	146,924	134,802	426,436	383,032
Operating income	61,825	57,319	176,426	164,876
Other income	2,659	2,295	7,152	6,527
Other expenses	(1,659)	(2,916)	(5,156)	(7,828)
Income, including depreciation, from unconsolidated real estate funds	1,137	2,334	4,427	5,564
Interest expense	(35,454)	(36,479)	(110,408)	(109,842)
Income before gains	28,508	22,553	72,441	59,297
Gains on sales of investments in real estate	0	13,245	0	14,327
Net income	28,508	35,798	72,441	73,624
Less: Net income attributable to noncontrolling interests	(2,894)	(3,950)	(7,534)	(7,928)
Net income attributable to common stockholders	$ 25,614	$ 31,848	$ 64,907	$ 65,696
Net income attributable to common stockholders per share – basic (usd per share)	$ 0.154	$ 0.210	$ 0.409	$ 0.440
Net income attributable to common stockholders per share – diluted (usd per share)	0.154	0.206	0.408	0.428
Dividends declared per common share (usd per share)	$ 0.23	$ 0.22	$ 0.69	$ 0.66

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 28,508	$ 35,798	$ 72,441	$ 73,624
Other comprehensive income (loss): cash flow hedges	1,493	18,429	7,129	(17,069)
Comprehensive income	30,001	54,227	79,570	56,555
Less: Comprehensive income attributable to noncontrolling interests	(2,719)	(9,048)	(7,280)	(5,235)
Comprehensive income attributable to common stockholders	$ 27,282	$ 45,179	$ 72,290	$ 51,320

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Operating Activities
Net income	$ 72,441	$ 73,624
Adjustments to reconcile net income to net cash provided by operating activities:
Income, including depreciation, from unconsolidated real estate funds	(4,427)	(5,564)
Gains on sales of investments in real estate	0	(14,327)
Depreciation and amortization	206,141	181,947
Net accretion of acquired lease intangibles	(13,290)	(13,415)
Straight-line rent	(9,012)	(10,915)
Bad debt expense	139	1,190
Amortization of deferred loan costs	6,865	5,470
Non-cash market value adjustments on interest rate contracts	38	0
Amortization of stock-based compensation	7,910	7,077
Operating distributions from unconsolidated real estate funds	4,427	1,356
Change in working capital components:
Tenant receivables	(830)	(1,451)
Interest payable, accounts payable and deferred revenue	40,110	37,389
Security deposits	2,809	7,461
Other assets	(4,639)	(4,179)
Net cash provided by operating activities	308,682	265,663
Investing Activities
Capital expenditures for improvements to real estate	(80,102)	(57,771)
Capital expenditures for developments	(42,143)	(18,635)
Property acquisitions	(532,324)	(1,619,760)
Proceeds from sale of investments in real estate, net	0	348,203
Loan payments received from related parties	0	763
Acquisitions of additional interests in unconsolidated real estate funds	(2,571)	0
Capital distributions from unconsolidated real estate funds	41,965	21,973
Net cash used in investing activities	(615,175)	(1,325,227)
Financing Activities
Proceeds from borrowings	1,010,500	1,589,500
Repayment of borrowings	(1,330,945)	(786,156)
Loan cost payments	(7,173)	(18,239)
Contributions from noncontrolling interests in consolidated JVs	284,248	459,750
Distributions paid to noncontrolling interests	(28,682)	(26,185)
Dividends paid to common stockholders	(107,045)	(97,575)
Taxes paid on exercise of stock options	(52,867)	(53,467)
Repurchase of OP Units	0	(826)
Proceeds from issuance of common stock, net	593,272	49,379
Net cash provided by financing activities	361,308	1,116,181
Increase in cash and cash equivalents	54,815	56,617
Cash and cash equivalents at the beginning of the year	112,927	101,798
Cash and cash equivalents at quarter end	167,742	158,415
Supplemental Cash Flows Information
Cash paid for interest, net of capitalized interest	103,305	104,205
Capitalized interest paid	1,906	793
Non-cash Investing Transactions
Accrual increase for capital expenditures for improvements to real estate and developments	3,024	68
Capitalized stock-based compensation for improvements to real estate and developments	732	683
Removal of fully depreciated and amortized tenant improvements and lease intangibles	36,367	13,746
Removal of fully amortized acquired lease intangible assets	85	1,241
Removal of fully accreted acquired lease intangible liabilities	4,026	11,142
Application of deposit to purchase price of property	0	75,000
Non-cash Financing Transactions
Gain (loss) from market value adjustments	(4,027)	(37,927)
Dividends declared	111,177	98,501
Common stock issued in exchange for OP Units	13,261	17,733
Unconsolidated Funds [Member]
Non-cash Financing Transactions
Gain (loss) from market value adjustments	$ 610	$ (814)

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Overview

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Overview

Overview

Organization and Business Description

Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. We are one of the largest owners and operators of high-quality office and multifamily properties in Los Angeles County, California and Honolulu, Hawaii. We focus on owning, acquiring, developing and managing 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.

Through our interest in our Operating Partnership and its subsidiaries, our consolidated JVs and our unconsolidated Funds, we own or partially own, acquire, develop and manage real estate, consisting primarily of office and multifamily properties in Los Angeles, California and Honolulu, Hawaii. The terms "us," "we" and "our" as used in the financial statements refer to Douglas Emmett, Inc. and its subsidiaries on a consolidated basis. As of September 30, 2017, our portfolio of properties consisted of the following properties (not including two parcels of land from which we receive rent under ground leases):

	Consolidated Portfolio	Total Portfolio
Office(includes ancillary retail space)
Wholly-owned properties	52	52
Consolidated JV properties	10	10
Unconsolidated Fund properties	—	8
	62	70
Multifamily
Wholly-owned properties	10	10
Total	72	80

Basis of Presentation

The accompanying financial statements are the consolidated financial statements of Douglas Emmett, Inc. and its subsidiaries, including our Operating Partnership and our consolidated JVs.  All significant intercompany balances and transactions have been eliminated in our consolidated financial statements. Our Operating Partnership and consolidated JVs are VIEs and we are the primary beneficiary. As of September 30, 2017, the total consolidated assets, liabilities and equity of the VIEs was $8.11 billion  (of which $7.68 billion related to investment in real estate), $4.33 billion and $3.79 billion (of which $1.35 billion related to noncontrolling interests), respectively.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP may have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make their presentation not misleading. The accompanying unaudited interim financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The interim financial statements should be read in conjunction with the consolidated financial statements in our 2016 Annual Report on Form 10-K and the notes thereto. References in this Report to the number of properties, square footage, per square footage amounts, apartment units and geography, are outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the PCAOB.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

We adopted ASU No. 2017-01, "Clarifying the Definition of a Business" in the first quarter of 2017. The ASU changed our accounting policy "Investment in Real Estate" disclosed in our 2016 Annual Report on Form 10-K. The ASU generally requires that our property acquisitions be accounted for as asset purchases, and the related acquisition expenses be capitalized as part of the respective asset. We historically accounted for our property acquisitions as business combinations and expensed the related acquisition expenses as incurred. During the nine months ended September 30, 2016, we expensed $2.9 million of acquisition-related expenses. We have not made any other changes during the period covered by this Report to our significant accounting policies disclosed in our 2016 Annual Report on Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Income Taxes

We have elected to be taxed as a REIT under the Code. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. We are subject to corporate-level tax on the earnings that we derive through our TRS.

New Accounting Pronouncements 

Changes to GAAP are established by the FASB in the form of ASUs.  We consider the applicability and impact of all ASUs.

Recently Issued Accounting Pronouncements

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities". The purpose of the ASU is to better align financial reporting for hedging activities with the economic objectives of those activities. The ASU requires periodic hedge ineffectiveness for derivatives designated as cash flow hedges and net investment hedges to be recognized in AOCI and no longer in earnings. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, which for us would be the first quarter of 2019, and early adoption is permitted. The ASU requires the cumulative effect of initially applying the ASU as an adjustment to AOCI with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the ASU is adopted. The amended presentation and disclosure guidance is required on a prospective basis. We do not expect the ASU to have a material impact on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842). The primary difference between Topic 842 and current GAAP is the recognition of lease assets and liabilities by lessees for leases classified as operating leases under current GAAP. The accounting applied by lessors is largely unchanged from current GAAP. For example, the vast majority of operating leases will remain classified as operating leases, and lessors will continue to recognize lease income for those leases on a straight-line basis over the lease term. Topic 842 requires an entity to separate the lease components from the non-lease components (for example, maintenance services or other activities that transfer a good or service to the customer) in a contract. Only the lease components must be accounted for in accordance with Topic 842. The consideration in the contract is allocated to the lease and non-lease components on a relative standalone price basis for lessees, or in accordance with the allocation guidance in Topic 606 for lessors. Topic 842 defines initial direct costs of a lease (which may be capitalized) as costs that would not have been incurred had the lease not been executed. Costs to negotiate a lease that would have been incurred regardless of whether the lease was executed, such as fixed employee salaries, are not considered to be initial direct costs, and may not be capitalized. The ASU is effective for annual and interim periods beginning after December 15, 2018, which for us would be the first quarter of 2019, and early adoption is permitted. The ASU is required to be adopted using a modified retrospective approach which includes optional practical expedients related to leases that commenced before the effective date. We are currently evaluating the impact of this ASU on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which provides guidance for the accounting of revenue from contracts with customers. The guidance supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition", and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. In March 2016, the FASB issued ASU No. 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" which amends Topic 606 and clarifies the guidance for principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, "Identifying Performance Obligations and Licensing" which amends Topic 606 and provides guidance for identifying performance obligations and licensing. In May 2016, the FASB issued ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients" which amends Topic 606 and provides guidance for a variety of revenue recognition related topics. In February 2017, the FASB issued ASU No. 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" (Subtopic 610-20), which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The various ASU's are effective for annual and interim periods beginning after December 15, 2017, which for us is the first quarter of 2018. Earlier application is permitted for annual and interim periods beginning after December 15, 2016, which for us was the first quarter of 2017. The amendments in these ASU's should be applied retrospectively. We are not planning on early adopting the ASU's and we currently evaluating method of adoption. We do not expect the ASU's to have a material impact on our financial statements.

The FASB has not issued any other ASUs during 2017 that we expect to be applicable and have a material impact on our financial statements.

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Investment in Real Estate

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Investment in Real Estate

Investment in Real Estate

We generally account for our property acquisitions as asset purchases. Prior to January 1, 2017 we accounted for our acquisitions as business combinations. The results of operations from our acquisitions are included in our consolidated statements of operations after the respective acquisition dates.

Acquisitions during the nine months ended September 30, 2017

On April 25, 2017, a consolidated JV that we manage and in which we own an equity interest acquired two Class A office properties located in downtown Santa Monica, California for a total contract price of $352.8 million. The two properties are located at 1299 Ocean Avenue and 429 Santa Monica Boulevard. On July 20, 2017, the same JV acquired a Class A office property in Beverly Hills, California located at 9665 Wilshire Boulevard, for a contract price of $177.0 million. The table below (in thousands) summarizes our purchase price allocations for the acquisitions. The difference between the contract prices and respective purchase prices below relates to prorations and similar matters:

	1299 Ocean			429 Santa Monica			9665 Wilshire
Building square footage	206			87			171
Investment in real estate:
Land	$	22,748		$	4,949		$	5,568
Buildings and improvements	260,188			69,286			175,960
Tenant improvements and lease intangibles	5,010			3,248			1,112
Acquired above and below-market leases, net	(10,683		)	(723		)	(4,339		)
Net assets and liabilities acquired	$	277,263		$	76,760		$	178,301

Acquisitions during the nine months ended September 30, 2016

Westwood Portfolio Acquisition

On February 29, 2016 (Acquisition Date), a consolidated JV which we manage and in which we own an equity interest acquired four Class A office properties located in Westwood, California (Westwood Portfolio) for a contract price of $1.34 billion. As of the Acquisition Date, we had contributed sixty-percent of the equity to the JV, which was subsequently reduced to thirty-percent on May 31, 2016 (Sell Down Date) when we sold half of our equity interest to a third party investor. The table below (in thousands) summarizes our purchase accounting and funding sources for the acquisition:

Sources and Uses of Funds	Actual at Closing(1)			Pro Forma Sell Down Adjustments(2)			Pro Forma
Building square footage	1,725						1,725
Uses of funds - Investment in real estate:
Land	$	94,996					$	94,996
Buildings and improvements	1,236,786						1,236,786
Tenant improvements and lease intangibles	50,439						50,439
Acquired above and below-market leases, net(3)	(49,708		)				(49,708		)
Net assets and liabilities acquired(4)	$	1,332,513					$	1,332,513
Source of funds:
Cash on hand(5)	$	153,745		$	—		$	153,745
Credit facility(6)	290,000			(240,000		)	50,000
Non-recourse term loan, net(7)	568,768			—			568,768
Noncontrolling interests	320,000			240,000			560,000
Total source of funds	$	1,332,513		$	—		$	1,332,513

________________________________________________    

(1) Reflects the purchase of the Westwood Portfolio on the Acquisition Date when we contributed sixty-percent of the equity to the consolidated JV.

(2) Reflects our sale of thirty-percent of the equity in the JV on the Sell Down Date, presented as of the Acquisition Date, treated as in-substance real estate, which reduced our ownership interest in the JV to thirty-percent. We sold the interest for the $240.0 million we contributed plus an additional $1.1 million to compensate us for our costs of holding the investment. We recognized a gain on the sale of $1.1 million. We used the proceeds from the sale to pay down the balance owed on our revolving credit facility.

(3) As of the Acquisition Date, the weighted average remaining life of the acquired above-and below-market leases was approximately 4.4 years.

(4) The difference between the contract and purchase price related to credits received for prorations and similar matters.

(5) Cash paid included a $75.0 million deposit, $67.5 million paid at closing and $11.2 million spent on loan costs in connection with securing the $580.0 million term loan.

(6) Reflects borrowings using the Company's credit facility, which bears interest at LIBOR + 1.40%.

(7) Reflects 100% (not the Company's pro rata share) of a $580.0 million interest-only non-recourse loan, net of deferred loan costs of $11.2 million incurred to secure the loan. The loan has a seven-year term and is secured by the Westwood Portfolio. Interest on the loan is floating at LIBOR + 1.40%, which has been effectively fixed at 2.37% per annum forfive years through interest rate swaps. See Note 7 for information regarding our consolidated debt.

The table below (in thousands) presents the revenues and net income attributable to common stockholders from the

Westwood Portfolio included in the consolidated statement of operations after the Acquisition Date:

	Nine Months Ended September 30,
	2017		2016
Total office revenues	$	71,530	$	56,045
Net income attributable to common stockholders(1)	$	4,449	$	1,444

______________________________________________________

(1) Excluding transaction costs, net income attributable to common stockholders was $4.4 million and $3.5 million for the nine months ended September 30, 2017 and 2016, respectively.

The table below (in thousands, except per share information) presents the historical results of Douglas Emmett, Inc. and the Westwood Portfolio on a combined basis as if the acquisition was completed on January 1, 2016, based on our thirty-percent ownership interest and includes adjustments that give effect to events that are (i) directly attributable to the acquisition, (ii)  expected to have a continuing impact on us, and (iii) are factually supportable. The pro forma reflects the hypothetical impact of the acquisition on us and does not purport to represent what our results of operations would have been had the acquisition occurred on January 1, 2016, or project the results of operations for any future period. The information does not reflect cost savings or operating synergies that may result from the acquisition or the costs to achieve any such potential cost savings or operating synergies. Transaction costs related to the acquisition have been excluded.

	Nine Months Ended September 30, 2016
Pro forma revenues	$	561,235
Pro forma net income attributable to common stockholders	$	64,623
Pro forma net income attributable to common stockholders per share – basic	$	0.433
Pro forma net income attributable to common stockholders per share – diluted	$	0.421

Other 2016 Acquisitions

During the nine months ended September 30, 2016, a consolidated JV that we manage and in which we own an equity interest acquired two Class A properties: (i) on July 21, 2016, the JV acquired a multi-tenant office property located in Brentwood, California (12100 Wilshire Boulevard) for a contract price of $225.0 million, and (ii) on September 27, 2016 the JV acquired a multi-tenant office property located in Santa Monica, California (233 Wilshire Boulevard) for a contract price of $139.5 million. As of July 21, 2016, we had contributed fifty-five percent of the equity to the JV, which was reduced to twenty-percent when we sold thirty-five percent to a third party investor for $51.6 million, which included $194 thousand to compensate us for our costs of holding the investment. We recognized a gain of $587 thousand on the sale, which is included in Gains on sales of investments in real estate in our consolidated statements of operations. In addition to purchasing a thirty-five percent interest from us, investors contributed $139.8 million to the JV. As of September 30, 2016, including the effect of the sale of our interest, investors hold an aggregate of eighty-percent of the capital interests in the JV. As part of the acquisitions, the JV borrowed a total of $146.0 million under a three year, interest only, non-recourse loan bearing interest at LIBOR + 1.55%. The loan is secured by the acquired properties. See Note 7. The table below (in thousands) summarizes our purchase accounting for the acquisitions. The difference between the contract prices and respective purchase prices relate to credits received for prorations and similar matters:

	233 Wilshire			12100 Wilshire
Building square footage	129			365
Investment in real estate:
Land	$	9,263		$	20,164
Buildings and improvements	126,938			199,698
Tenant improvements and lease intangibles	3,488			9,057
Acquired above and below-market leases, net	(1,838		)	(4,523		)
Net assets and liabilities acquired	$	137,851		$	224,396

2016 Disposition

During the third quarter of 2016, we sold a 168,000 square foot Class A office property located in Sherman Oaks, California with a carrying value of $42.8 million for a contract price of $56.7 million, and we incurred transaction costs of $1.2 million resulting in a net gain of $12.7 million. The gain is included in Gains on sales of investments in real estate in our consolidated statements of operations.

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Acquired Lease Intangibles

9 Months Ended

Sep. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired Lease Intangibles

Acquired Lease Intangibles

Summary of our Acquired Lease Intangibles

The table below (in thousands) summarizes our above/below-market leases:

	September 30, 2017			December 31, 2016
Above-market tenant leases	$	5,461		$	5,110
Accumulated amortization - above-market tenant leases	(3,203		)	(2,379		)
Below-market ground leases	3,198			3,198
Accumulated amortization - below-market ground leases	(840		)	(782		)
Acquired lease intangible assets, net	$	4,616		$	5,147
Below-market tenant leases	$	117,077		$	104,925
Accumulated accretion - below-market tenant leases	(51,433		)	(41,241		)
Above-market ground leases	4,017			16,200
Accumulated accretion - above-market ground leases	(547		)	(12,693		)
Acquired lease intangible liabilities, net	$	69,114		$	67,191

Impact on the Consolidated Statements of Operations

The table below (in thousands) summarizes the net amortization/accretion related to our above/below-market leases:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net accretion of above/below-market tenant leases(1)	$	4,805		$	5,093		$	13,265		$	13,390
Amortization of above-market ground lease(2)	(4		)	(4		)	(13		)	(13		)
Accretion of above-market ground lease(3)	13			13			38			38
Total	$	4,814		$	5,102		$	13,290		$	13,415

_______________________________________________

(1) Recorded as a net increase to office and multifamily rental revenues.

(2) The amortization of the above-market rent we receive under this ground lease is recorded as a decrease to office parking and other income.

(3) The accretion of the above-market rent we pay under this ground lease is recorded as a decrease to office expense.

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Investments in Unconsolidated Real Estate Funds

9 Months Ended

Sep. 30, 2017

Real Estate Investments, Net [Abstract]

Investments In Unconsolidated Real Estate Funds

Investments in Unconsolidated Real Estate Funds

Description of our Funds

We manage and own equity interests in three unconsolidated Funds, the Opportunity Fund, Fund X and Partnership X, through which we and investors own eight office properties totaling 1.8 million square feet.  We purchased a 3.7% interest in the Opportunity Fund during the second quarter of 2017. The Opportunity Fund's only investment is a 13.1% equity interest in Fund X. At September 30, 2017, we held direct and indirect equity interests of 3.7% of the Opportunity Fund, 69.1% of Fund X and 24.3% of Partnership X. Our Funds pay us fees and reimburse us for certain expenses related to property management and other services we provide. We also receive distributions based on invested capital and on any profits that exceed certain specified cash returns to the investors. The table below presents (in thousands) cash distributions received from our Funds:

	Nine Months Ended September 30,
	2017		2016
Operating distributions received	$	4,427	$	1,356
Capital distributions received	41,965		21,973
Total distributions received	$	46,392	$	23,329

Summarized Financial Information for our Funds

The accounting policies of the Funds are consistent with ours. The tables below present (in thousands) selected financial information for the Funds on a combined basis.  The amounts presented represent 100% (not our pro-rata share) of amounts related to the Funds, and are based upon historical acquired book value:

	September 30, 2017		December 31, 2016
Total assets	$	703,776	$	690,028
Total liabilities	$	524,968	$	448,544
Total equity	$	178,808	$	241,484

	Nine Months Ended September 30,
	2017		2016
Total revenues	$	56,550	$	54,104
Operating income	$	14,918	$	14,235
Net income	$	3,974	$	6,539

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Other Assets

9 Months Ended

Sep. 30, 2017

Other Assets [Abstract]

Other Assets

Other Assets

Other assets consisted of the following (in thousands):

	September 30, 2017		December 31, 2016
Restricted cash	$	121	$	121
Prepaid expenses	11,481		6,779
Other indefinite-lived intangible	1,988		1,988
Furniture, fixtures and equipment, net	1,078		1,093
Other	2,610		1,933
Total other assets	$	17,278	$	11,914

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Secured Notes Payable and Revolving Credit Facility, Net

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Secured Notes Payable and Revolving Credit Facility, Net

Secured Notes Payable and Revolving Credit Facility, Net

The following table summarizes (in thousands) our secured notes payable and revolving credit facility:

Description	Maturity Date(1)	Principal Balance as of September 30, 2017			Principal Balance as of December 31, 2016			Variable Interest Rate	Fixed Interest Rate(2)	Swap Maturity Date
Wholly Owned Subsidiaries
Term loan(3)	—	$	—		$	1,000		—	—	—
Term loan(3)	—	—			349,933			—	—	—
Fannie Mae loans(3)	—	—			388,080			—	—	—
Term loan(3)	—	—			345,759			—	—	—
Term loan(4)	2/1/2019	147,719			149,911			N/A	4.00%	—
Term loan(4)	6/5/2019	282,019			285,000			N/A	3.85%	—
Fannie Mae loan	10/1/2019	145,000			145,000			LIBOR + 1.25%	N/A	—
Term loan(5)	4/15/2022	340,000			340,000			LIBOR + 1.40%	2.77%	4/1/2020
Term loan(5)	7/27/2022	180,000			180,000			LIBOR + 1.45%	3.06%	7/1/2020
Term loan(5)	11/1/2022	400,000			400,000			LIBOR + 1.35%	2.64%	11/1/2020
Term loan(5)	6/23/2023	360,000			360,000			LIBOR + 1.55%	2.57%	7/1/2021
Term loan(5)	12/23/2023	220,000			220,000			LIBOR + 1.70%	3.62%	12/23/2021
Term loan(5)	1/1/2024	300,000			300,000			LIBOR + 1.55%	3.46%	1/1/2022
Fannie Mae loan(5)	4/1/2025	102,400			102,400			LIBOR + 1.25%	2.84%	3/1/2020
Fannie Mae loans(5)	12/1/2025	115,000			115,000			LIBOR + 1.25%	2.76%	12/1/2020
Fannie Mae loans(5)(6)	6/1/2027	550,000			—			LIBOR + 1.37%	3.51%	6/1/2022
Revolving credit facility(7)	8/21/2020	—			—			LIBOR + 1.40%	N/A	—
Total Wholly Owned Subsidiary Debt		3,142,138			3,682,083
Consolidated JVs
Term loan	7/21/2019	365,500			146,000			LIBOR + 1.55%	N/A	—
Term loan(5)	2/28/2023	580,000			580,000			LIBOR + 1.40%	2.37%	3/1/2021
Total Consolidated Debt(8)		4,087,638			4,408,083
Deferred loan costs, net		(38,810		)	(38,546		)
Total Consolidated Debt, net		$	4,048,828		$	4,369,537

___________________________________________________

Except as noted below, each loan (including our revolving credit facility) is non-recourse and secured by one or more separate collateral pools consisting of one or more properties, and requires monthly payments of interest only with the outstanding principal due upon maturity.

(1) Maturity dates include the effect of extension options.

(2) Includes the effect of interest rate swaps and excludes the effect of prepaid loan fees. See Note 9 for details of our interest rate swaps.

(3) At September 30, 2017, this loan had been paid off.

(4) Require monthly payments of principal and interest. Principal amortization is based upon a 30-year amortization schedule.

(5) Loan agreement includes a zero-percent LIBOR floor. The corresponding swaps do not include such a floor.

(6) Effective rate decreases to 3.16% on November 1, 2017.

(7) $400.0 million revolving credit facility. Unused commitment fees range from 0.15% to 0.20%.

(8) See Note 12 for our fair value disclosures.

Debt Statistics

The following table summarizes (in thousands) our fixed and floating rate debt:

	Principal Balance as of September 30, 2017		Principal Balance as of December 31, 2016
Aggregate swapped to fixed rate loans	$	3,147,400	$	2,985,480
Aggregate fixed rate loans	429,738		1,131,603
Aggregate floating rate loans	510,500		291,000
Total Debt	$	4,087,638	$	4,408,083

The following table summarizes our fixed rate debt statistics:

Fixed Rate Debt(fixed under the terms of the loan or a swap)
Principal balance (in billions)	$3.58
Weighted average remaining life (including extension options)	5.8 years
Weighted average remaining fixed interest period	3.3 years
Weighted average annual interest rate	3.08%

Future Principal Payments

At September 30, 2017, the minimum future principal payments due on our secured notes payable and revolving credit facility, excluding the impact of any maturity extension options, were as follows (in thousands):

Twelve months ending September 30:
2018	$	8,294
2019	786,944
2020	325,000
2021	115,000
2022	640,000
Thereafter	2,212,400
Total future principal payments	$	4,087,638

Loan Costs

Deferred loan costs are net of accumulated amortization of $15.9 million and $15.4 million at September 30, 2017 and December 31, 2016, respectively. The table below presents (in thousands) our loan costs, which are included in Interest Expense in our consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Loan costs expensed	$	163	$	—	$	539	$	818
Deferred loan cost amortization	2,343		2,227		6,865		5,470
Total	$	2,506	$	2,227	$	7,404	$	6,288

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Interest Payable, Accounts Payable and Deferred Revenue

9 Months Ended

Sep. 30, 2017

Accounts Payable and Accrued Liabilities [Abstract]

Interest Payable, Accounts Payable and Deferred Revenue

Interest Payable, Accounts Payable and Deferred Revenue

Interest payable, accounts payable and deferred revenue consisted of the following (in thousands):

	September 30, 2017		December 31, 2016
Interest payable	$	9,760	$	9,561
Accounts payable and accrued liabilities	80,572		36,880
Deferred revenue	28,031		28,788
Total interest payable, accounts payable and deferred revenue	$	118,363	$	75,229

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Derivative Contracts

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Contracts

Derivative Contracts

Derivative Summary

As of September 30, 2017, all of our interest rate swaps, which include the interest rate swaps of our consolidated JVs and our unconsolidated Funds, were designated as cash flow hedges:

	Number of Interest Rate Swaps	Notional   (in thousands)
Consolidated derivatives(1)	26	$	3,147,400
Unconsolidated Funds' derivatives(2)	4	$	510,000

___________________________________________________

(1) The notional amount includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(2) The notional amount includes 100%, not our pro-rata share, of our unconsolidated Funds' derivatives.

Credit-risk-related Contingent Features

We have agreements with each of our interest rate swap counterparties that contain a provision under which we could also be declared in default on our derivative obligations if we default on the underlying indebtedness that we are hedging. As of September 30, 2017, there have been no events of default with respect to our interest rate swaps or our unconsolidated Funds' interest rate swaps. We do not post collateral for our swaps in a liability position. The fair value of our interest rate swaps in a liability position were as follows (in thousands):

Fair value of derivatives in a liability position(1)	September 30, 2017		December 31, 2016
Consolidated derivatives(2)	$	2,636	$	7,689
Unconsolidated Funds' derivatives(3)	$	—	$	—

__________________________________________________________________________________

(1) Includes accrued interest and excludes adjustments for credit risk.

(2) Includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(3) Our unconsolidated Funds did not have any derivatives in a liability position.

Counterparty Credit Risk

We are also subject to credit risk from the counterparties on our interest rate swap and interest rate cap contracts. We seek to minimize our credit risk by entering into agreements with a variety of high quality counterparties with investment grade ratings. We do not receive collateral for our swaps in an asset position. The fair value of our interest rate swaps in an asset position were as follows (in thousands):

Fair value of derivatives in an asset position(1)	September 30, 2017		December 31, 2016
Consolidated derivatives(2)	$	37,258	$	35,144
Unconsolidated Funds' derivatives(3)	$	4,437	$	3,724

___________________________________________________

(1) Includes accrued interest and excludes adjustments for credit risk.

(2) Includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(3) Includes 100%, not our pro-rata share, of our unconsolidated Funds' derivatives.

Impact of Hedges on AOCI and Consolidated Statements of Operations

The table below presents (in thousands) the effect of derivative instruments on our AOCI and statements of operations:

	Nine Months Ended September 30,
	2017			2016
Derivatives Designated as Cash Flow Hedges:
Loss recorded in AOCI - consolidated derivatives(1)(5)	$	(4,027	)	$	(37,927	)
Gain (loss) recorded in AOCI - unconsolidated Funds' derivatives(2)(5)	$	610		$	(814	)
Loss reclassified from AOCI - consolidated derivatives(3)(5)	$	(10,353	)	$	(21,361	)
Loss reclassified from AOCI - unconsolidated Funds' derivatives(4)(5)	$	(193	)	$	(311	)
Gain recorded - consolidated derivatives(6)	$	38		$	—
Derivatives Not Designated as Cash Flow Hedges:
Gain (loss) recorded as interest expense(7)	$	—		$	—

___________________________________________________

(1) Represents the effective portion of the change in fair value of interest rate swaps.

(2) Represents our share of the effective portion of the change in fair value of our unconsolidated Funds' interest rate swaps.

(3) Reclassified from AOCI as an increase to Interest expense.

(4) Reclassified from AOCI as an increase (decrease) to Income, including depreciation, from unconsolidated real estate funds (our share).

(5) See the reconciliation of our AOCI in Note 10.

(6) Represents the ineffective portion of the change in fair value of interest rate swaps, which is recorded as a decrease (increase) to interest expense. Our unconsolidated Funds did not have any ineffectiveness related to their interest rate swaps.

(7) We and our unconsolidated Funds do not have any derivatives that are not designated as cash flow hedges.

Future Reclassifications from AOCI

At September 30, 2017, our estimate of the AOCI related to derivatives, designated as cash flow hedges, that will be reclassified to earnings during the next twelve months as swap interest payments are made, is presented in the table below (in thousands):

Consolidated derivatives(1)	$	(702	)
Unconsolidated Funds' derivatives(2)	$	772

________________________________________

(1) Reclassified as an increase to Interest expense.

(2) Reclassified as an increase to Income, including depreciation, from unconsolidated real estate funds (our share).

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Equity

9 Months Ended

Sep. 30, 2017

Stockholders' Equity Note [Abstract]

Equity

Equity

Equity Transactions

During the nine months ended September 30, 2017, we (i) acquired 986 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, (ii) issued 1.3 million shares of our common stock for the exercise of 3.9 million stock options on a net settlement basis (net of the exercise price and related taxes) and (iii) issued 15.7 million shares of our common stock under our ATM program for net proceeds of $593.3 million.

During the nine months ended September 30, 2016, we (i) acquired 1.3 million OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, (ii) acquired 25 thousand OP Units for $826 thousand in cash, at an average price of $33.05 per OP Unit, (iii) issued 1.5 million shares of our common stock for the exercise of 7.6 million stock options on a net settlement basis (net of the exercise price and related taxes) and (iv) issued 1.4 million shares of our common stock under our ATM program for net proceeds of $49.4 million. We also created two JV's to acquire various properties: (i) in the first JV, which acquired the Westwood Portfolio, investors acquired an aggregate of seventy-percent of the capital interests, as a result of contributing $320.0 million directly to the JV for a forty-percent interest and acquiring a thirty-percent interest from us for $241.1 million (resulting in a gain of $1.1 million), and (ii) in the second JV, which acquired properties during the third quarter, investors acquired an aggregate of eighty-percent of the capital interests, as a result of contributing $139.8 million directly to the JV and acquiring a thirty-five-percent interest from us for $51.6 million (resulting in a gain of $587 thousand). See Note 3.

Condensed Consolidated Statements of Equity

The tables below present (in thousands) our condensed consolidated statements of equity:

	DEI Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance as of January 1, 2017	$	1,921,143		$	1,092,928		$	3,014,071
Net income	64,907			7,534			72,441
Cash flow hedge fair value adjustments	7,383			(254		)	7,129
Contributions to consolidated JVs	—			284,248			284,248
Dividends and distributions	(111,177		)	(28,682		)	(139,859		)
Exchange of OP units for common stock	13,261			(13,261		)	—
Exercise of stock options(1)	(52,867		)	—			(52,867		)
Stock-based compensation	—			8,642			8,642
Sale of common stock, net of offering costs	593,272			—			593,272
Balance as of September 30, 2017	$	2,435,922		$	1,351,155		$	3,787,077

__________________________________________________

(1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes).

	DEI Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance as of January 1, 2016	$	1,926,211		$	355,337		$	2,281,548
Net income	65,696			7,928			73,624
Cash flow hedge fair value adjustments	(14,376		)	(2,693		)	(17,069		)
Contributions to consolidated JV	—			459,750			459,750
Sale of equity interest in consolidated JV	—			291,029			291,029
Dividends and distributions	(98,501		)	(26,185		)	(124,686		)
Exchange of OP units for common stock	17,733			(17,733		)	—
Repurchase of OP units	(498		)	(328		)	(826		)
Exercise of stock options(1)	(53,467		)	—			(53,467		)
Stock-based compensation	—			7,759			7,759
Sale of common stock, net of offering costs	49,379			—			49,379
Balance as of September 30, 2016	$	1,892,177		$	1,074,864		$	2,967,041

__________________________________________________

(1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes).

Noncontrolling Interests

Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. Noncontrolling interests in our Operating Partnership consist of OP Units and fully-vested LTIP Units, and represented approximately 13% of our Operating Partnership's total interests as of September 30, 2017 when we and our Operating Partnership had 169.5 million shares of common stock and 24.7 million OP Units and fully-vested LTIP Units outstanding. A share of our common stock, an OP Unit and an LTIP Unit (once vested and booked up) have essentially the same economic characteristics, sharing equally in the distributions from our Operating Partnership.  Investors who own OP Units have the right to cause our Operating Partnership to redeem their OP Units for an amount of cash per unit equal to the market value of one share of our common stock at the date of redemption, or, at our election, exchange their OP Units for shares of our common stock on aone-for-one basis. LTIP Units have been granted to our key employees and non-employee directors as part of their compensation. These awards generally vest over the service period and once vested can generally be converted to OP Units.

Changes in our Ownership Interest in our Operating Partnership

The table below presents (in thousands) the effect on our equity from net income attributable to common stockholders and changes in our ownership interest in our Operating Partnership:

	Nine Months Ended September 30,
	2017		2016
Net income attributable to common stockholders	$	64,907	$	65,696
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests	13,261		17,733
Repurchase of OP Units from noncontrolling interests	—		(498		)
Net transfers from noncontrolling interests	13,261		17,235
Change from net income attributable to common stockholders and transfers from noncontrolling interests	$	78,168	$	82,931

AOCI Reconciliation⁽¹⁾ 

The table below presents (in thousands) a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges for the nine months ended September 30:

	2017			2016
Beginning balance	$	15,156		$	(9,285	)
Other comprehensive loss before reclassifications - our derivatives	(4,027		)	(37,927		)
Other comprehensive income (loss) before reclassifications - our Funds' derivatives	610			(814		)
Reclassifications from AOCI - our derivatives(2)	10,353			21,361
Reclassifications from AOCI - our Funds' derivatives(3)	193			311
Net current period OCI	7,129			(17,069		)
OCI attributable to noncontrolling interests	254			2,693
OCI attributable to common stockholders	7,383			(14,376		)
Ending balance	$	22,539		$	(23,661	)

___________________________________________________

(1) See Note 9 for the details of our derivatives and Note 12 for our derivative fair value disclosures.

(2) Reclassification as an increase to Interest expense.

(3) Reclassification as an (increase) decrease to Income, including depreciation, from unconsolidated real estate funds.

Equity Compensation

On June 2, 2016, the Douglas Emmett 2016 Omnibus Stock Incentive Plan ("2016 Plan") became effective after receiving stockholder approval, superseding our prior plan, the Douglas Emmett 2006 Omnibus Stock Incentive Plan ("2006 Plan"), both of which allow for awards to our directors, officers, employees and consultants. The key terms of the two plans are substantially identical, except for the date of expiration, the number of shares authorized for grants and various technical provisions. Grants after June 2, 2016 were awarded under the 2016 Plan, while grants prior to that date were awarded under the 2006 Plan (grants under the 2006 Plan remain outstanding according to their terms). Both plans are administered by the compensation committee of our board of directors.  

Total net stock-based compensation expense was $2.6 million and $2.3 million for the three months ended September 30, 2017 and 2016, and $7.9 million and $7.1 million for the nine months ended September 30, 2017 and 2016 respectively. These amounts are net of capitalized stock-based compensation of $257 thousand and $235 thousand for the three months ended September 30, 2017 and 2016, and $732 thousand and $683 thousand for the nine months ended September 30, 2017 and 2016 respectively. The intrinsic value of options exercised was $0.4 million and $2.1 million for the three months ended September 30, 2017 and 2016, and $102.5 million and $104.0 million during the nine months ended September 30, 2017 and 2016, respectively.

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EPS

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

EPS

EPS

We calculate basic EPS by dividing the net income attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. We calculate diluted EPS by dividing the net income attributable to common stockholders for the period by the weighted average number of common shares and dilutive instruments outstanding during the period using the treasury stock method. We account for unvested LTIP awards that contain nonforfeitable rights to dividends as participating securities and include these securities in the computation of basic and diluted EPS using the two-class method. The table below presents the calculation of basic and diluted EPS:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Numerator (in thousands):
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696
Allocation to participating securities: Unvested LTIP Units	(158		)	(180		)	(345		)	(365		)
Numerator for basic and diluted net income attributable to common stock holders	$	25,456		$	31,668		$	64,562		$	65,331
Denominator (in thousands):
Weighted average shares of common stock outstanding - basic	165,471			150,753			158,000			148,578
Effect of dilutive securities: Stock options(1)	49			2,666			419			4,241
Weighted average shares of common stock and common stock equivalents outstanding - diluted	165,520			153,419			158,419			152,819
Basic EPS:
Net income attributable to common stockholders per share	$	0.154		$	0.210		$	0.409		$	0.440
Diluted EPS:
Net income attributable to common stockholders per share	$	0.154		$	0.206		$	0.408		$	0.428

____________________________________________________

(1) The following securities (in thousands) were excluded from the computation of the weighted average shares of common stock and common stock equivalents outstanding - diluted because the effect of including them would be anti-dilutive to the calculation of diluted EPS:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016
OP Units	24,790	24,788	24,750	25,148
Vested LTIP Units	8	675	358	766

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Our estimates of the fair value of financial instruments were determined using available market information and widely used valuation methods.  Considerable judgment is necessary to interpret market data and determine an estimated fair value.  The use of different market assumptions or valuation methods may have a material effect on the estimated fair values. The FASB fair value framework hierarchy distinguishes between assumptions based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market-based inputs.  The hierarchy is as follows:

Level 1 - inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities.  

Level 2 - inputs are observable either directly or indirectly for similar assets and liabilities in active markets.  

Level 3 - inputs are unobservable assumptions generated by the reporting entity

As of September 30, 2017, we did not have any fair value estimates of financial instruments using Level 3 inputs.

Financial instruments disclosed at fair value

Short term financial instruments:The carrying amounts for cash and cash equivalents, tenant receivables, revolving credit line, interest payable, accounts payable, security deposits and dividends payable approximate fair value because of the short-term nature of these instruments.

Secured notes payable:See Note 7 for the details of our secured notes payable. We estimate the fair value of our secured notes payable, which includes the secured notes payable of our consolidated JVs, by calculating the credit-adjusted present value of the principal and interest payments for each secured note payable. The calculation incorporates observable market interest rates which we consider to be Level 2 inputs, assumes that the loans will be outstanding through maturity, and excludes any maturity extension options. The table below presents (in thousands) the estimated fair value of our secured notes payable:

Secured Notes Payable:	September 30, 2017		December 31, 2016
Fair value	$	4,080,901	$	4,429,224
Carrying value	$	4,087,638	$	4,408,083

Financial instruments measured at fair value

Derivative instruments:See Note 9 for the details of our derivatives. We present our derivatives on the balance sheet at fair value, on a gross basis, excluding accrued interest.  We estimate the fair value of our derivative instruments by calculating the credit-adjusted present value of the expected future cash flows of each derivative.  The calculation incorporates the contractual terms of the derivatives, observable market interest rates which we consider to be Level 2 inputs, and credit risk adjustments to reflect the counterparty's as well as our own nonperformance risk. Our derivatives are not subject to master netting arrangements.  The table below presents (in thousands) the estimated fair value of our derivatives:

	September 30, 2017		December 31, 2016
Derivative Assets:
Fair value - consolidated derivatives(1)	$	37,115	$	35,656
Fair value - unconsolidated Funds' derivatives(2)	$	4,632	$	3,605
Derivative Liabilities:
Fair value - consolidated derivatives(1)	$	2,002	$	6,830
Fair value - unconsolidated Funds' derivatives(2)	$	—	$	—

____________________________________________________

(1) Consolidated derivatives, which include 100%, not our pro-rata share, of our consolidated JVs' derivatives, are included in interest rate contracts in our consolidated balance sheet. The fair value excludes accrued interest which is included in interest payable in the consolidated balance sheet.

(2) Represents 100%, not our pro-rata share, of our unconsolidated Funds' derivatives. Our pro-rata share of the amounts related to the unconsolidated Funds' derivatives is included in our Investment in unconsolidated real estate funds in our consolidated balance sheet. See Note 5 for more information regarding our unconsolidated Funds.

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Segment Reporting

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes.  We operate in two business segments: (i) the acquisition, development, ownership and management of office real estate and (ii) the acquisition, development, ownership and management of multifamily real estate.  The services for our office segment primarily include rental of office space and other tenant services, including parking and storage space rental.  The services for our multifamily segment include rental of apartments and other tenant services, including parking and storage space rental.

Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources.  Therefore, depreciation and amortization expense is not allocated among segments.  General and administrative expenses and interest expense are not included in segment profit as our internal reporting addresses these items on a corporate level. Segment profit is not a measure of operating income or cash flows from operating activities as measured by GAAP, it is not indicative of cash available to fund cash needs, and it should not be considered as an alternative to cash flows as a measure of liquidity.  Not all companies may calculate segment profit in the same manner.  We consider segment profit to be an appropriate supplemental measure to net income because it can assist both investors and management in understanding the core operations of our properties. The table below presents (in thousands) the operating activity of our reportable segments:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Office Segment
Total office revenues	$	184,618		$	167,608		$	530,508		$	475,083
Office expenses	(62,468		)	(56,926		)	(175,240		)	(158,190		)
Office segment profit	122,150			110,682			355,268			316,893
Multifamily Segment
Total multifamily revenues	24,131			24,513			72,354			72,825
Multifamily expenses	(6,041		)	(5,950		)	(17,866		)	(17,322		)
Multifamily segment profit	18,090			18,563			54,488			55,503
Total profit from all segments	$	140,240		$	129,245		$	409,756		$	372,396

The table below (in thousands) is a reconciliation of the total profit from all segments to net income attributable to common stockholders:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Total profit from all segments	$	140,240		$	129,245		$	409,756		$	372,396
General and administrative	(8,441		)	(8,099		)	(27,189		)	(25,573		)
Depreciation and amortization	(69,974		)	(63,827		)	(206,141		)	(181,947		)
Other income	2,659			2,295			7,152			6,527
Other expenses	(1,659		)	(2,916		)	(5,156		)	(7,828		)
Income, including depreciation, from unconsolidated real estate funds	1,137			2,334			4,427			5,564
Interest expense	(35,454		)	(36,479		)	(110,408		)	(109,842		)
Income before gains	28,508			22,553			72,441			59,297
Gains on sales of investments in real estate	—			13,245			—			14,327
Net income	28,508			35,798			72,441			73,624
Less: Net income attributable to noncontrolling interests	(2,894		)	(3,950		)	(7,534		)	(7,928		)
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696

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Future Minimum Lease Rental Receipts

9 Months Ended

Sep. 30, 2017

Operating Leases, Future Minimum Payments Receivable [Abstract]

Future Minimum Lease Rental Receipts

Future Minimum Lease Rental Receipts

We lease space to tenants primarily under non-cancelable operating leases that generally contain provisions for a base rent plus reimbursement of certain operating expenses, and we own fee interests in two parcels of land subject to ground leases from which we earn ground rent income. The table below presents (in thousands) the future minimum base rentals on our non-cancelable office tenant and ground leases at September 30, 2017:

Twelve months ending September 30:
2018	$	528,867
2019	477,732
2020	416,289
2021	333,742
2022	251,975
Thereafter	657,646
Total future minimum base rentals(1)	$	2,666,251

_____________________________________________________

(1) Does not include (i) residential leases, which typically have a term of one year or less, (ii) holdover rent, (iii) other types of rent such as storage rent and antenna rent, (iv) tenant reimbursements, (v) straight line rent, (vi) amortization/accretion of acquired above/below-market lease intangibles and (vii) percentage rents.  The amounts assume that early termination options held by tenants are not exercised.

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Future Minimum Lease Rental Payments

9 Months Ended

Sep. 30, 2017

Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]

Future Minimum Lease Rental Payments

Future Minimum Lease Rental Payments

We incurred ground rent expense for a ground lease of $183 thousand for the three months ended September 30, 2017 and 2016 and $550 thousand for the nine months ended September 30, 2017 and 2016. The table below (in thousands) presents the future minimum ground lease payments as of September 30, 2017:

Twelve months ending September 30:
2018	$	733
2019	733
2020	733
2021	733
2022	733
Thereafter	47,094
Total future minimum lease payments(1)	$	50,759

___________________________________________________

(1) Lease term ends on December 31, 2086. Ground rent is fixed at $733 thousand per year until February 28, 2019, and will then reset to the greater of the existing ground rent or market. The table above assumes that the rental payments will continue to be $733 thousand per year after February 28, 2019.

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Commitments, Contingencies and Guarantees

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Guarantees

Commitments, Contingencies and Guarantees

Legal Proceedings

From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.  Excluding ordinary, routine litigation incidental to our business, we are not currently a party to any legal proceedings that we believe would reasonably be expected to have a materially adverse effect on our business, financial condition or results of operations.

Concentration of Risk

We are subject to credit risk with respect to our tenant receivables and deferred rent receivables related to our tenant leases. Our tenants' ability to honor the terms of their respective leases remains dependent upon economic, regulatory and social factors. We seek to minimize our credit risk from our tenant leases by (i) targeting smaller, more affluent tenants, from a diverse mix of industries, (ii) performing credit evaluations of prospective tenants and (iii) obtaining security deposits or letters of credit from our tenants.  For the nine months ended September 30, 2017 and 2016, no tenant accounted for more than 10% of our total revenues.  

All of our properties, including the properties of our consolidated JVs and unconsolidated Funds, are located in Los Angeles County, California and Honolulu, Hawaii, and we are therefore susceptible to adverse economic and regulatory developments, as well as natural disasters, in those markets.

We are also subject to credit risk with respect to our interest rate swap counterparties that we use to manage the risk associated with our floating rate debt. We do not post or receive collateral with respect to our swap transactions. See Note 9 for the details of our interest rate contracts. We seek to minimize our credit risk by entering into agreements with a variety of high quality counterparties with investment grade ratings.

We have significant cash balances invested in a variety of short-term money market funds that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. These investments are not insured against loss of principal and there is no guarantee that our investments in these funds will be redeemable at par value. We also have significant cash balances in bank accounts with high quality financial institutions with investment grade ratings.  Interest bearing bank accounts at each U.S. banking institution are insured by the FDIC up to $250 thousand.

Asset Retirement Obligations

Conditional asset retirement obligations represent a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within our control.  A liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated.  Environmental site assessments have identified twenty-seven buildings in our Consolidated Portfolio and four buildings owned by our unconsolidated Funds which contain asbestos, and would have to be removed in compliance with applicable environmental regulations if these properties are demolished or undergo major renovations.  As of September 30, 2017, the obligations to remove the asbestos from these properties have indeterminable settlement dates, and we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation.

Development Contracts

During the first quarter of 2016, we commenced building an additional 475 apartments (net of existing apartments removed) at our Moanalua Hillside Apartments in Honolulu, Hawaii. The $120.0 million estimated cost of the new apartments does not include the cost of the land which we already owned before beginning the project. We are also investing additional capital to upgrade the existing apartments, improve the parking and landscaping, building a new leasing and management office, and construct a new recreation and fitness facility with a new pool.

In West Los Angeles, we plan to build a high-rise apartment building with 376 apartments. We expect the cost of the development to be approximately $180.0 million to $200.0 million, which does not include the cost of the land or the existing underground parking garage, both of which we owned before beginning the project.

As of September 30, 2017, we had an aggregate remaining contractual commitment for these development projects of approximately $73.1 million.

Other Contracts

As of September 30, 2017, we had an aggregate remaining contractual commitment for capital expenditure projects and repositionings of approximately $4.8 million.

Guarantees

We made certain environmental and other limited indemnities and guarantees covering customary non-recourse carve- outs for our unconsolidated Funds' debt. We also guaranteed the related swaps. Our Funds have agreed to indemnify us for any amounts that we would be required to pay under these agreements. As of September 30, 2017, all of the obligations under the related debt and swap agreements have been performed in accordance with the terms of those agreements. The table below summarizes our Funds' debt as of September 30, 2017. The amounts represent 100% (not our pro-rata share) of amounts related to our Funds:

Fund(1)	Loan Maturity Date	Principal Balance (in millions)		Variable Interest Rate	Swap Fixed Interest Rate	Swap Maturity Date
Partnership X(2)(4)	3/1/2023	$	110.0	LIBOR + 1.40%	2.30%	3/1/2021
Fund X(3)(4)(5)	7/1/2024	400.0		LIBOR + 1.65%	3.44%	7/1/2022
		$	510.0

___________________________________________________

(1) See Note 5 for more information regarding our unconsolidated Funds.

(2) Floating rate term loan, swapped to fixed, which is secured by two properties and requires monthly payments of interest only, with the outstanding principal due upon maturity. As of September 30, 2017, assuming a zero-percent LIBOR interest rate during the remaining life of the swap, the maximum future payments under the swap agreement were $3.4 million.

(3) Floating rate term loan, swapped to fixed, which is secured by six properties and requires monthly payments of interest only, with the outstanding principal due upon maturity. As of September 30, 2017, assuming a zero-percent LIBOR interest rate during the remaining life of the swap, the maximum future payments under the swap agreement were $34.5 million.

(4) Loan agreement includes a zero-percent LIBOR floor. The corresponding swaps do not include such a floor.

(5) Loan agreement includes the requirement to purchase an interest rate cap if one month LIBOR equals or exceeds 3.56% for fourteen consecutive days after the related swap matures.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements are the consolidated financial statements of Douglas Emmett, Inc. and its subsidiaries, including our Operating Partnership and our consolidated JVs.  All significant intercompany balances and transactions have been eliminated in our consolidated financial statements. Our Operating Partnership and consolidated JVs are VIEs and we are the primary beneficiary.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

Income Taxes

Income Taxes

We have elected to be taxed as a REIT under the Code. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. We are subject to corporate-level tax on the earnings that we derive through our TRS.

New Accounting Pronouncements

New Accounting Pronouncements 

Changes to GAAP are established by the FASB in the form of ASUs.  We consider the applicability and impact of all ASUs.

Recently Issued Accounting Pronouncements

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities". The purpose of the ASU is to better align financial reporting for hedging activities with the economic objectives of those activities. The ASU requires periodic hedge ineffectiveness for derivatives designated as cash flow hedges and net investment hedges to be recognized in AOCI and no longer in earnings. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, which for us would be the first quarter of 2019, and early adoption is permitted. The ASU requires the cumulative effect of initially applying the ASU as an adjustment to AOCI with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the ASU is adopted. The amended presentation and disclosure guidance is required on a prospective basis. We do not expect the ASU to have a material impact on our financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842). The primary difference between Topic 842 and current GAAP is the recognition of lease assets and liabilities by lessees for leases classified as operating leases under current GAAP. The accounting applied by lessors is largely unchanged from current GAAP. For example, the vast majority of operating leases will remain classified as operating leases, and lessors will continue to recognize lease income for those leases on a straight-line basis over the lease term. Topic 842 requires an entity to separate the lease components from the non-lease components (for example, maintenance services or other activities that transfer a good or service to the customer) in a contract. Only the lease components must be accounted for in accordance with Topic 842. The consideration in the contract is allocated to the lease and non-lease components on a relative standalone price basis for lessees, or in accordance with the allocation guidance in Topic 606 for lessors. Topic 842 defines initial direct costs of a lease (which may be capitalized) as costs that would not have been incurred had the lease not been executed. Costs to negotiate a lease that would have been incurred regardless of whether the lease was executed, such as fixed employee salaries, are not considered to be initial direct costs, and may not be capitalized. The ASU is effective for annual and interim periods beginning after December 15, 2018, which for us would be the first quarter of 2019, and early adoption is permitted. The ASU is required to be adopted using a modified retrospective approach which includes optional practical expedients related to leases that commenced before the effective date. We are currently evaluating the impact of this ASU on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which provides guidance for the accounting of revenue from contracts with customers. The guidance supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition", and most industry-specific guidance throughout the Industry Topics of the Codification. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. In March 2016, the FASB issued ASU No. 2016-08, "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" which amends Topic 606 and clarifies the guidance for principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, "Identifying Performance Obligations and Licensing" which amends Topic 606 and provides guidance for identifying performance obligations and licensing. In May 2016, the FASB issued ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients" which amends Topic 606 and provides guidance for a variety of revenue recognition related topics. In February 2017, the FASB issued ASU No. 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" (Subtopic 610-20), which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The various ASU's are effective for annual and interim periods beginning after December 15, 2017, which for us is the first quarter of 2018. Earlier application is permitted for annual and interim periods beginning after December 15, 2016, which for us was the first quarter of 2017. The amendments in these ASU's should be applied retrospectively. We are not planning on early adopting the ASU's and we currently evaluating method of adoption. We do not expect the ASU's to have a material impact on our financial statements.

The FASB has not issued any other ASUs during 2017 that we expect to be applicable and have a material impact on our financial statements.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Our estimates of the fair value of financial instruments were determined using available market information and widely used valuation methods.  Considerable judgment is necessary to interpret market data and determine an estimated fair value.  The use of different market assumptions or valuation methods may have a material effect on the estimated fair values. The FASB fair value framework hierarchy distinguishes between assumptions based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market-based inputs.  The hierarchy is as follows:

Level 1 - inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities.  

Level 2 - inputs are observable either directly or indirectly for similar assets and liabilities in active markets.  

Level 3 - inputs are unobservable assumptions generated by the reporting entity

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Overview (Tables)

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Real Estate Properties

As of September 30, 2017, our portfolio of properties consisted of the following properties (not including two parcels of land from which we receive rent under ground leases):

	Consolidated Portfolio	Total Portfolio
Office(includes ancillary retail space)
Wholly-owned properties	52	52
Consolidated JV properties	10	10
Unconsolidated Fund properties	—	8
	62	70
Multifamily
Wholly-owned properties	10	10
Total	72	80

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Investment in Real Estate (Tables)

9 Months Ended

Sep. 30, 2017

Santa Monica Properties [Member]

Real Estate Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The table below (in thousands) summarizes our purchase price allocations for the acquisitions. The difference between the contract prices and respective purchase prices below relates to prorations and similar matters:

	1299 Ocean			429 Santa Monica			9665 Wilshire
Building square footage	206			87			171
Investment in real estate:
Land	$	22,748		$	4,949		$	5,568
Buildings and improvements	260,188			69,286			175,960
Tenant improvements and lease intangibles	5,010			3,248			1,112
Acquired above and below-market leases, net	(10,683		)	(723		)	(4,339		)
Net assets and liabilities acquired	$	277,263		$	76,760		$	178,301

Westwood Portfolio [Member]

Real Estate Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The table below (in thousands) summarizes our purchase accounting and funding sources for the acquisition:

Sources and Uses of Funds	Actual at Closing(1)			Pro Forma Sell Down Adjustments(2)			Pro Forma
Building square footage	1,725						1,725
Uses of funds - Investment in real estate:
Land	$	94,996					$	94,996
Buildings and improvements	1,236,786						1,236,786
Tenant improvements and lease intangibles	50,439						50,439
Acquired above and below-market leases, net(3)	(49,708		)				(49,708		)
Net assets and liabilities acquired(4)	$	1,332,513					$	1,332,513
Source of funds:
Cash on hand(5)	$	153,745		$	—		$	153,745
Credit facility(6)	290,000			(240,000		)	50,000
Non-recourse term loan, net(7)	568,768			—			568,768
Noncontrolling interests	320,000			240,000			560,000
Total source of funds	$	1,332,513		$	—		$	1,332,513

________________________________________________    

(1) Reflects the purchase of the Westwood Portfolio on the Acquisition Date when we contributed sixty-percent of the equity to the consolidated JV.

(2) Reflects our sale of thirty-percent of the equity in the JV on the Sell Down Date, presented as of the Acquisition Date, treated as in-substance real estate, which reduced our ownership interest in the JV to thirty-percent. We sold the interest for the $240.0 million we contributed plus an additional $1.1 million to compensate us for our costs of holding the investment. We recognized a gain on the sale of $1.1 million. We used the proceeds from the sale to pay down the balance owed on our revolving credit facility.

(3) As of the Acquisition Date, the weighted average remaining life of the acquired above-and below-market leases was approximately 4.4 years.

(4) The difference between the contract and purchase price related to credits received for prorations and similar matters.

(5) Cash paid included a $75.0 million deposit, $67.5 million paid at closing and $11.2 million spent on loan costs in connection with securing the $580.0 million term loan.

(6) Reflects borrowings using the Company's credit facility, which bears interest at LIBOR + 1.40%.

(7) Reflects 100% (not the Company's pro rata share) of a $580.0 million interest-only non-recourse loan, net of deferred loan costs of $11.2 million incurred to secure the loan. The loan has a seven-year term and is secured by the Westwood Portfolio. Interest on the loan is floating at LIBOR + 1.40%, which has been effectively fixed at 2.37% per annum forfive years through interest rate swaps. See Note 7 for information regarding our consolidated debt.

Revenue and Net Income Attributable to Common Stockholders from the Westwood Portfolio

The table below (in thousands) presents the revenues and net income attributable to common stockholders from the

Westwood Portfolio included in the consolidated statement of operations after the Acquisition Date:

	Nine Months Ended September 30,
	2017		2016
Total office revenues	$	71,530	$	56,045
Net income attributable to common stockholders(1)	$	4,449	$	1,444

______________________________________________________

(1) Excluding transaction costs, net income attributable to common stockholders was $4.4 million and $3.5 million for the nine months ended September 30, 2017 and 2016, respectively.

Business Acquisition, Pro Forma Information

The table below (in thousands, except per share information) presents the historical results of Douglas Emmett, Inc. and the Westwood Portfolio on a combined basis as if the acquisition was completed on January 1, 2016, based on our thirty-percent ownership interest and includes adjustments that give effect to events that are (i) directly attributable to the acquisition, (ii)  expected to have a continuing impact on us, and (iii) are factually supportable. The pro forma reflects the hypothetical impact of the acquisition on us and does not purport to represent what our results of operations would have been had the acquisition occurred on January 1, 2016, or project the results of operations for any future period. The information does not reflect cost savings or operating synergies that may result from the acquisition or the costs to achieve any such potential cost savings or operating synergies. Transaction costs related to the acquisition have been excluded.

	Nine Months Ended September 30, 2016
Pro forma revenues	$	561,235
Pro forma net income attributable to common stockholders	$	64,623
Pro forma net income attributable to common stockholders per share – basic	$	0.433
Pro forma net income attributable to common stockholders per share – diluted	$	0.421

233 Wilshire and 12100 Wilshire Properties [Member]

Real Estate Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The table below (in thousands) summarizes our purchase accounting for the acquisitions. The difference between the contract prices and respective purchase prices relate to credits received for prorations and similar matters:

	233 Wilshire			12100 Wilshire
Building square footage	129			365
Investment in real estate:
Land	$	9,263		$	20,164
Buildings and improvements	126,938			199,698
Tenant improvements and lease intangibles	3,488			9,057
Acquired above and below-market leases, net	(1,838		)	(4,523		)
Net assets and liabilities acquired	$	137,851		$	224,396

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Acquired Lease Intangibles (Tables)

9 Months Ended

Sep. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Acquired Lease Intangibles

The table below (in thousands) summarizes our above/below-market leases:

	September 30, 2017			December 31, 2016
Above-market tenant leases	$	5,461		$	5,110
Accumulated amortization - above-market tenant leases	(3,203		)	(2,379		)
Below-market ground leases	3,198			3,198
Accumulated amortization - below-market ground leases	(840		)	(782		)
Acquired lease intangible assets, net	$	4,616		$	5,147
Below-market tenant leases	$	117,077		$	104,925
Accumulated accretion - below-market tenant leases	(51,433		)	(41,241		)
Above-market ground leases	4,017			16,200
Accumulated accretion - above-market ground leases	(547		)	(12,693		)
Acquired lease intangible liabilities, net	$	69,114		$	67,191

Schedule of Net Amortization or Accretion of Above/Below-Market Leases

The table below (in thousands) summarizes the net amortization/accretion related to our above/below-market leases:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net accretion of above/below-market tenant leases(1)	$	4,805		$	5,093		$	13,265		$	13,390
Amortization of above-market ground lease(2)	(4		)	(4		)	(13		)	(13		)
Accretion of above-market ground lease(3)	13			13			38			38
Total	$	4,814		$	5,102		$	13,290		$	13,415

_______________________________________________

(1) Recorded as a net increase to office and multifamily rental revenues.

(2) The amortization of the above-market rent we receive under this ground lease is recorded as a decrease to office parking and other income.

(3) The accretion of the above-market rent we pay under this ground lease is recorded as a decrease to office expense.

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Investments in Unconsolidated Real Estate Funds (Tables)

9 Months Ended

Sep. 30, 2017

Real Estate Investments, Net [Abstract]

Summary of Statement of Operations for Investments in Unconsolidated Real Estate Funds and Cash Received from Funds

The table below presents (in thousands) cash distributions received from our Funds:

	Nine Months Ended September 30,
	2017		2016
Operating distributions received	$	4,427	$	1,356
Capital distributions received	41,965		21,973
Total distributions received	$	46,392	$	23,329

The tables below present (in thousands) selected financial information for the Funds on a combined basis.  The amounts presented represent 100% (not our pro-rata share) of amounts related to the Funds, and are based upon historical acquired book value:

	September 30, 2017		December 31, 2016
Total assets	$	703,776	$	690,028
Total liabilities	$	524,968	$	448,544
Total equity	$	178,808	$	241,484

	Nine Months Ended September 30,
	2017		2016
Total revenues	$	56,550	$	54,104
Operating income	$	14,918	$	14,235
Net income	$	3,974	$	6,539

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Other Assets (Tables)

9 Months Ended

Sep. 30, 2017

Other Assets [Abstract]

Schedule of Other Assets

Other assets consisted of the following (in thousands):

	September 30, 2017		December 31, 2016
Restricted cash	$	121	$	121
Prepaid expenses	11,481		6,779
Other indefinite-lived intangible	1,988		1,988
Furniture, fixtures and equipment, net	1,078		1,093
Other	2,610		1,933
Total other assets	$	17,278	$	11,914

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Secured Notes Payable and Revolving Credit Facility, Net (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of Secured Notes Payable and Revolving Credit Facility

The following table summarizes (in thousands) our secured notes payable and revolving credit facility:

Description	Maturity Date(1)	Principal Balance as of September 30, 2017			Principal Balance as of December 31, 2016			Variable Interest Rate	Fixed Interest Rate(2)	Swap Maturity Date
Wholly Owned Subsidiaries
Term loan(3)	—	$	—		$	1,000		—	—	—
Term loan(3)	—	—			349,933			—	—	—
Fannie Mae loans(3)	—	—			388,080			—	—	—
Term loan(3)	—	—			345,759			—	—	—
Term loan(4)	2/1/2019	147,719			149,911			N/A	4.00%	—
Term loan(4)	6/5/2019	282,019			285,000			N/A	3.85%	—
Fannie Mae loan	10/1/2019	145,000			145,000			LIBOR + 1.25%	N/A	—
Term loan(5)	4/15/2022	340,000			340,000			LIBOR + 1.40%	2.77%	4/1/2020
Term loan(5)	7/27/2022	180,000			180,000			LIBOR + 1.45%	3.06%	7/1/2020
Term loan(5)	11/1/2022	400,000			400,000			LIBOR + 1.35%	2.64%	11/1/2020
Term loan(5)	6/23/2023	360,000			360,000			LIBOR + 1.55%	2.57%	7/1/2021
Term loan(5)	12/23/2023	220,000			220,000			LIBOR + 1.70%	3.62%	12/23/2021
Term loan(5)	1/1/2024	300,000			300,000			LIBOR + 1.55%	3.46%	1/1/2022
Fannie Mae loan(5)	4/1/2025	102,400			102,400			LIBOR + 1.25%	2.84%	3/1/2020
Fannie Mae loans(5)	12/1/2025	115,000			115,000			LIBOR + 1.25%	2.76%	12/1/2020
Fannie Mae loans(5)(6)	6/1/2027	550,000			—			LIBOR + 1.37%	3.51%	6/1/2022
Revolving credit facility(7)	8/21/2020	—			—			LIBOR + 1.40%	N/A	—
Total Wholly Owned Subsidiary Debt		3,142,138			3,682,083
Consolidated JVs
Term loan	7/21/2019	365,500			146,000			LIBOR + 1.55%	N/A	—
Term loan(5)	2/28/2023	580,000			580,000			LIBOR + 1.40%	2.37%	3/1/2021
Total Consolidated Debt(8)		4,087,638			4,408,083
Deferred loan costs, net		(38,810		)	(38,546		)
Total Consolidated Debt, net		$	4,048,828		$	4,369,537

___________________________________________________

Except as noted below, each loan (including our revolving credit facility) is non-recourse and secured by one or more separate collateral pools consisting of one or more properties, and requires monthly payments of interest only with the outstanding principal due upon maturity.

(1) Maturity dates include the effect of extension options.

(2) Includes the effect of interest rate swaps and excludes the effect of prepaid loan fees. See Note 9 for details of our interest rate swaps.

(3) At September 30, 2017, this loan had been paid off.

(4) Require monthly payments of principal and interest. Principal amortization is based upon a 30-year amortization schedule.

(5) Loan agreement includes a zero-percent LIBOR floor. The corresponding swaps do not include such a floor.

(6) Effective rate decreases to 3.16% on November 1, 2017.

(7) $400.0 million revolving credit facility. Unused commitment fees range from 0.15% to 0.20%.

(8) See Note 12 for our fair value disclosures.

Debt Statistics

The following table summarizes (in thousands) our fixed and floating rate debt:

	Principal Balance as of September 30, 2017		Principal Balance as of December 31, 2016
Aggregate swapped to fixed rate loans	$	3,147,400	$	2,985,480
Aggregate fixed rate loans	429,738		1,131,603
Aggregate floating rate loans	510,500		291,000
Total Debt	$	4,087,638	$	4,408,083

The following table summarizes our fixed rate debt statistics:

Fixed Rate Debt(fixed under the terms of the loan or a swap)
Principal balance (in billions)	$3.58
Weighted average remaining life (including extension options)	5.8 years
Weighted average remaining fixed interest period	3.3 years
Weighted average annual interest rate	3.08%

Future Principal Payments

At September 30, 2017, the minimum future principal payments due on our secured notes payable and revolving credit facility, excluding the impact of any maturity extension options, were as follows (in thousands):

Twelve months ending September 30:
2018	$	8,294
2019	786,944
2020	325,000
2021	115,000
2022	640,000
Thereafter	2,212,400
Total future principal payments	$	4,087,638

Loan Costs

Deferred loan costs are net of accumulated amortization of $15.9 million and $15.4 million at September 30, 2017 and December 31, 2016, respectively. The table below presents (in thousands) our loan costs, which are included in Interest Expense in our consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Loan costs expensed	$	163	$	—	$	539	$	818
Deferred loan cost amortization	2,343		2,227		6,865		5,470
Total	$	2,506	$	2,227	$	7,404	$	6,288

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Interest Payable, Accounts Payable and Deferred Revenue (Tables)

9 Months Ended

Sep. 30, 2017

Accounts Payable and Accrued Liabilities [Abstract]

Schedule of Interest Payable, Accounts Payable and Deferred Revenue

Interest payable, accounts payable and deferred revenue consisted of the following (in thousands):

	September 30, 2017		December 31, 2016
Interest payable	$	9,760	$	9,561
Accounts payable and accrued liabilities	80,572		36,880
Deferred revenue	28,031		28,788
Total interest payable, accounts payable and deferred revenue	$	118,363	$	75,229

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Derivative Contracts (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Other Derivatives

As of September 30, 2017, all of our interest rate swaps, which include the interest rate swaps of our consolidated JVs and our unconsolidated Funds, were designated as cash flow hedges:

	Number of Interest Rate Swaps	Notional   (in thousands)
Consolidated derivatives(1)	26	$	3,147,400
Unconsolidated Funds' derivatives(2)	4	$	510,000

___________________________________________________

(1) The notional amount includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(2) The notional amount includes 100%, not our pro-rata share, of our unconsolidated Funds' derivatives.

Schedule of Derivative Liabilities at Fair Value

The fair value of our interest rate swaps in a liability position were as follows (in thousands):

Fair value of derivatives in a liability position(1)	September 30, 2017		December 31, 2016
Consolidated derivatives(2)	$	2,636	$	7,689
Unconsolidated Funds' derivatives(3)	$	—	$	—

__________________________________________________________________________________

(1) Includes accrued interest and excludes adjustments for credit risk.

(2) Includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(3) Our unconsolidated Funds did not have any derivatives in a liability position.

Schedule of Derivative Assets at Fair Value

The fair value of our interest rate swaps in an asset position were as follows (in thousands):

Fair value of derivatives in an asset position(1)	September 30, 2017		December 31, 2016
Consolidated derivatives(2)	$	37,258	$	35,144
Unconsolidated Funds' derivatives(3)	$	4,437	$	3,724

___________________________________________________

(1) Includes accrued interest and excludes adjustments for credit risk.

(2) Includes 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(3) Includes 100%, not our pro-rata share, of our unconsolidated Funds' derivatives.

Effect of Derivative Instruments on Consolidated Statements of Operations

The table below presents (in thousands) the effect of derivative instruments on our AOCI and statements of operations:

	Nine Months Ended September 30,
	2017			2016
Derivatives Designated as Cash Flow Hedges:
Loss recorded in AOCI - consolidated derivatives(1)(5)	$	(4,027	)	$	(37,927	)
Gain (loss) recorded in AOCI - unconsolidated Funds' derivatives(2)(5)	$	610		$	(814	)
Loss reclassified from AOCI - consolidated derivatives(3)(5)	$	(10,353	)	$	(21,361	)
Loss reclassified from AOCI - unconsolidated Funds' derivatives(4)(5)	$	(193	)	$	(311	)
Gain recorded - consolidated derivatives(6)	$	38		$	—
Derivatives Not Designated as Cash Flow Hedges:
Gain (loss) recorded as interest expense(7)	$	—		$	—

___________________________________________________

(1) Represents the effective portion of the change in fair value of interest rate swaps.

(2) Represents our share of the effective portion of the change in fair value of our unconsolidated Funds' interest rate swaps.

(3) Reclassified from AOCI as an increase to Interest expense.

(4) Reclassified from AOCI as an increase (decrease) to Income, including depreciation, from unconsolidated real estate funds (our share).

(5) See the reconciliation of our AOCI in Note 10.

(6) Represents the ineffective portion of the change in fair value of interest rate swaps, which is recorded as a decrease (increase) to interest expense. Our unconsolidated Funds did not have any ineffectiveness related to their interest rate swaps.

(7) We and our unconsolidated Funds do not have any derivatives that are not designated as cash flow hedges.

Schedule of Future Reclassifications from AOCI

At September 30, 2017, our estimate of the AOCI related to derivatives, designated as cash flow hedges, that will be reclassified to earnings during the next twelve months as swap interest payments are made, is presented in the table below (in thousands):

Consolidated derivatives(1)	$	(702	)
Unconsolidated Funds' derivatives(2)	$	772

________________________________________

(1) Reclassified as an increase to Interest expense.

(2) Reclassified as an increase to Income, including depreciation, from unconsolidated real estate funds (our share).

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Equity (Tables)

9 Months Ended

Sep. 30, 2017

Stockholders' Equity Note [Abstract]

Condensed Consolidated Statements of Equity

The tables below present (in thousands) our condensed consolidated statements of equity:

	DEI Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance as of January 1, 2017	$	1,921,143		$	1,092,928		$	3,014,071
Net income	64,907			7,534			72,441
Cash flow hedge fair value adjustments	7,383			(254		)	7,129
Contributions to consolidated JVs	—			284,248			284,248
Dividends and distributions	(111,177		)	(28,682		)	(139,859		)
Exchange of OP units for common stock	13,261			(13,261		)	—
Exercise of stock options(1)	(52,867		)	—			(52,867		)
Stock-based compensation	—			8,642			8,642
Sale of common stock, net of offering costs	593,272			—			593,272
Balance as of September 30, 2017	$	2,435,922		$	1,351,155		$	3,787,077

__________________________________________________

(1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes).

	DEI Stockholders' Equity			Noncontrolling Interests			Total Equity
Balance as of January 1, 2016	$	1,926,211		$	355,337		$	2,281,548
Net income	65,696			7,928			73,624
Cash flow hedge fair value adjustments	(14,376		)	(2,693		)	(17,069		)
Contributions to consolidated JV	—			459,750			459,750
Sale of equity interest in consolidated JV	—			291,029			291,029
Dividends and distributions	(98,501		)	(26,185		)	(124,686		)
Exchange of OP units for common stock	17,733			(17,733		)	—
Repurchase of OP units	(498		)	(328		)	(826		)
Exercise of stock options(1)	(53,467		)	—			(53,467		)
Stock-based compensation	—			7,759			7,759
Sale of common stock, net of offering costs	49,379			—			49,379
Balance as of September 30, 2016	$	1,892,177		$	1,074,864		$	2,967,041

__________________________________________________

(1) Reflects withholding taxes. We issued shares of our common stock for the exercise of stock options on a net settlement basis (net of the exercise price and related taxes).

Net Income Attributable to Common Stockholders and Transfers (to) from Noncontrolling Interests

The table below presents (in thousands) the effect on our equity from net income attributable to common stockholders and changes in our ownership interest in our Operating Partnership:

	Nine Months Ended September 30,
	2017		2016
Net income attributable to common stockholders	$	64,907	$	65,696
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests	13,261		17,733
Repurchase of OP Units from noncontrolling interests	—		(498		)
Net transfers from noncontrolling interests	13,261		17,235
Change from net income attributable to common stockholders and transfers from noncontrolling interests	$	78,168	$	82,931

Schedule of Accumulated Other Comprehensive Income (Loss)

The table below presents (in thousands) a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges for the nine months ended September 30:

	2017			2016
Beginning balance	$	15,156		$	(9,285	)
Other comprehensive loss before reclassifications - our derivatives	(4,027		)	(37,927		)
Other comprehensive income (loss) before reclassifications - our Funds' derivatives	610			(814		)
Reclassifications from AOCI - our derivatives(2)	10,353			21,361
Reclassifications from AOCI - our Funds' derivatives(3)	193			311
Net current period OCI	7,129			(17,069		)
OCI attributable to noncontrolling interests	254			2,693
OCI attributable to common stockholders	7,383			(14,376		)
Ending balance	$	22,539		$	(23,661	)

___________________________________________________

(1) See Note 9 for the details of our derivatives and Note 12 for our derivative fair value disclosures.

(2) Reclassification as an increase to Interest expense.

(3) Reclassification as an (increase) decrease to Income, including depreciation, from unconsolidated real estate funds.

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EPS (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The table below presents the calculation of basic and diluted EPS:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Numerator (in thousands):
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696
Allocation to participating securities: Unvested LTIP Units	(158		)	(180		)	(345		)	(365		)
Numerator for basic and diluted net income attributable to common stock holders	$	25,456		$	31,668		$	64,562		$	65,331
Denominator (in thousands):
Weighted average shares of common stock outstanding - basic	165,471			150,753			158,000			148,578
Effect of dilutive securities: Stock options(1)	49			2,666			419			4,241
Weighted average shares of common stock and common stock equivalents outstanding - diluted	165,520			153,419			158,419			152,819
Basic EPS:
Net income attributable to common stockholders per share	$	0.154		$	0.210		$	0.409		$	0.440
Diluted EPS:
Net income attributable to common stockholders per share	$	0.154		$	0.206		$	0.408		$	0.428

____________________________________________________

(1) The following securities (in thousands) were excluded from the computation of the weighted average shares of common stock and common stock equivalents outstanding - diluted because the effect of including them would be anti-dilutive to the calculation of diluted EPS:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016
OP Units	24,790	24,788	24,750	25,148
Vested LTIP Units	8	675	358	766

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Estimated Fair Value of Secured Notes Payable

The table below presents (in thousands) the estimated fair value of our secured notes payable:

Secured Notes Payable:	September 30, 2017		December 31, 2016
Fair value	$	4,080,901	$	4,429,224
Carrying value	$	4,087,638	$	4,408,083

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The table below presents (in thousands) the estimated fair value of our derivatives:

	September 30, 2017		December 31, 2016
Derivative Assets:
Fair value - consolidated derivatives(1)	$	37,115	$	35,656
Fair value - unconsolidated Funds' derivatives(2)	$	4,632	$	3,605
Derivative Liabilities:
Fair value - consolidated derivatives(1)	$	2,002	$	6,830
Fair value - unconsolidated Funds' derivatives(2)	$	—	$	—

____________________________________________________

(1) Consolidated derivatives, which include 100%, not our pro-rata share, of our consolidated JVs' derivatives, are included in interest rate contracts in our consolidated balance sheet. The fair value excludes accrued interest which is included in interest payable in the consolidated balance sheet.

(2) Represents 100%, not our pro-rata share, of our unconsolidated Funds' derivatives. Our pro-rata share of the amounts related to the unconsolidated Funds' derivatives is included in our Investment in unconsolidated real estate funds in our consolidated balance sheet. See Note 5 for more information regarding our unconsolidated Funds.

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Summary of Operating Activity of Reportable Segments

The table below presents (in thousands) the operating activity of our reportable segments:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Office Segment
Total office revenues	$	184,618		$	167,608		$	530,508		$	475,083
Office expenses	(62,468		)	(56,926		)	(175,240		)	(158,190		)
Office segment profit	122,150			110,682			355,268			316,893
Multifamily Segment
Total multifamily revenues	24,131			24,513			72,354			72,825
Multifamily expenses	(6,041		)	(5,950		)	(17,866		)	(17,322		)
Multifamily segment profit	18,090			18,563			54,488			55,503
Total profit from all segments	$	140,240		$	129,245		$	409,756		$	372,396

Reconciliation of Segment Profit to Net Income Attributable to Common Stockholders

The table below (in thousands) is a reconciliation of the total profit from all segments to net income attributable to common stockholders:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Total profit from all segments	$	140,240		$	129,245		$	409,756		$	372,396
General and administrative	(8,441		)	(8,099		)	(27,189		)	(25,573		)
Depreciation and amortization	(69,974		)	(63,827		)	(206,141		)	(181,947		)
Other income	2,659			2,295			7,152			6,527
Other expenses	(1,659		)	(2,916		)	(5,156		)	(7,828		)
Income, including depreciation, from unconsolidated real estate funds	1,137			2,334			4,427			5,564
Interest expense	(35,454		)	(36,479		)	(110,408		)	(109,842		)
Income before gains	28,508			22,553			72,441			59,297
Gains on sales of investments in real estate	—			13,245			—			14,327
Net income	28,508			35,798			72,441			73,624
Less: Net income attributable to noncontrolling interests	(2,894		)	(3,950		)	(7,534		)	(7,928		)
Net income attributable to common stockholders	$	25,614		$	31,848		$	64,907		$	65,696

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Future Minimum Lease Rental Receipts (Tables)

9 Months Ended

Sep. 30, 2017

Operating Leases, Future Minimum Payments Receivable [Abstract]

Schedule of Future Minimum Base Rentals on Non-Cancelable Office and Ground Operating Leases

The table below presents (in thousands) the future minimum base rentals on our non-cancelable office tenant and ground leases at September 30, 2017:

Twelve months ending September 30:
2018	$	528,867
2019	477,732
2020	416,289
2021	333,742
2022	251,975
Thereafter	657,646
Total future minimum base rentals(1)	$	2,666,251

_____________________________________________________

(1) Does not include (i) residential leases, which typically have a term of one year or less, (ii) holdover rent, (iii) other types of rent such as storage rent and antenna rent, (iv) tenant reimbursements, (v) straight line rent, (vi) amortization/accretion of acquired above/below-market lease intangibles and (vii) percentage rents.  The amounts assume that early termination options held by tenants are not exercised.

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Future Minimum Lease Rental Payments (Tables)

9 Months Ended

Sep. 30, 2017

Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]

Schedule of Future Minimum Ground Lease Payments

The table below (in thousands) presents the future minimum ground lease payments as of September 30, 2017:

Twelve months ending September 30:
2018	$	733
2019	733
2020	733
2021	733
2022	733
Thereafter	47,094
Total future minimum lease payments(1)	$	50,759

___________________________________________________

(1) Lease term ends on December 31, 2086. Ground rent is fixed at $733 thousand per year until February 28, 2019, and will then reset to the greater of the existing ground rent or market. The table above assumes that the rental payments will continue to be $733 thousand per year after February 28, 2019.

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Commitments, Contingencies and Guarantees (Tables)

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Debt Related to Unconsolidated Funds

The table below summarizes our Funds' debt as of September 30, 2017. The amounts represent 100% (not our pro-rata share) of amounts related to our Funds:

Fund(1)	Loan Maturity Date	Principal Balance (in millions)		Variable Interest Rate	Swap Fixed Interest Rate	Swap Maturity Date
Partnership X(2)(4)	3/1/2023	$	110.0	LIBOR + 1.40%	2.30%	3/1/2021
Fund X(3)(4)(5)	7/1/2024	400.0		LIBOR + 1.65%	3.44%	7/1/2022
		$	510.0

___________________________________________________

(1) See Note 5 for more information regarding our unconsolidated Funds.

(2) Floating rate term loan, swapped to fixed, which is secured by two properties and requires monthly payments of interest only, with the outstanding principal due upon maturity. As of September 30, 2017, assuming a zero-percent LIBOR interest rate during the remaining life of the swap, the maximum future payments under the swap agreement were $3.4 million.

(3) Floating rate term loan, swapped to fixed, which is secured by six properties and requires monthly payments of interest only, with the outstanding principal due upon maturity. As of September 30, 2017, assuming a zero-percent LIBOR interest rate during the remaining life of the swap, the maximum future payments under the swap agreement were $34.5 million.

(4) Loan agreement includes a zero-percent LIBOR floor. The corresponding swaps do not include such a floor.

(5) Loan agreement includes the requirement to purchase an interest rate cap if one month LIBOR equals or exceeds 3.56% for fourteen consecutive days after the related swap matures.

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Overview - Narrative (Details) $ in Millions	Sep. 30, 2017 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable interest entity, assets	$ 8,110
Variable interest entity, assets related to real estate held for investment	7,680
Variable interest entity, liabilities	4,330
Variable interest entity, equity	3,790
Variable interest entity, equity, portion attributable to noncontrolling interest	$ 1,350

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Overview - Schedule of Properties Portfolio (Details)	Sep. 30, 2017 land_parcel office_property
Real Estate Properties [Line Items]
Number of office properties owned	70
Total properties	80
Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of office properties owned	52
Number of multifamily properties owned	10
Number of land parcels not included in portfolio | land_parcel	2
Consolidated JV Properties [Member]
Real Estate Properties [Line Items]
Number of office properties owned	10
Unconsolidated Fund Properties [Member]
Real Estate Properties [Line Items]
Number of office properties owned	8
Reportable Legal Entities [Member]
Real Estate Properties [Line Items]
Number of office properties owned	62
Total properties	72
Reportable Legal Entities [Member] | Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of office properties owned	52
Number of multifamily properties owned	10
Reportable Legal Entities [Member] | Consolidated JV Properties [Member]
Real Estate Properties [Line Items]
Number of office properties owned	10
Reportable Legal Entities [Member] | Unconsolidated Fund Properties [Member]
Real Estate Properties [Line Items]
Number of office properties owned	0

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Summary of Significant Accounting Policies - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Accounting Policies [Abstract]
Acquisition-related expenses	$ 2.9

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Investment in Real Estate - Narrative (Details) $ in Millions	Jul. 20, 2017 USD ($)	Apr. 25, 2017 USD ($) property	Feb. 29, 2016 USD ($) property	Sep. 30, 2017 office_property	Sep. 30, 2016 property	Jul. 21, 2016	May 31, 2016
Real Estate Acquisition [Line Items]
Number of office properties | office_property				80
Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Percentage of equity contributed in joint venture					20.00%	55.00%
Consolidated JV [Member] | Office Building [Member]
Real Estate Acquisition [Line Items]
Number of office properties | property					2
Consolidated JV [Member] | Santa Monica Properties [Member]
Real Estate Acquisition [Line Items]
Contract price | $		$ 352.8
Consolidated JV [Member] | Santa Monica Properties [Member] | Office Building [Member]
Real Estate Acquisition [Line Items]
Number of office properties | property		2
Consolidated JV [Member] | Beverly Hills Property [Member]
Real Estate Acquisition [Line Items]
Contract price | $	$ 177.0
Consolidated JV [Member] | Westwood Portfolio [Member]
Real Estate Acquisition [Line Items]
Contract price | $			$ 1,340.0
Percentage of equity contributed in joint venture			60.00%		30.00%		30.00%
Consolidated JV [Member] | Westwood Portfolio [Member] | Office Building [Member]
Real Estate Acquisition [Line Items]
Number of office properties | property			4

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Investment in Real Estate - Summary of Preliminary Purchase Accounting and Funding Sources for Acquisitions (Details) ft² in Thousands, $ in Thousands				2 Months Ended	3 Months Ended		9 Months Ended
	Sep. 27, 2016 USD ($)	May 31, 2016 USD ($)	Feb. 29, 2016 USD ($) ft²	Sep. 30, 2016 USD ($) ft²	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($) ft²	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($) ft²	Jul. 20, 2017 USD ($) ft²	Apr. 25, 2017 USD ($) ft²	Dec. 31, 2016 USD ($)	Jul. 21, 2016
Source of funds:
Credit facility					$ 4,087,638		$ 4,087,638				$ 4,408,083
Long-term debt					4,048,828		4,048,828				4,369,537
Proceeds from sale of interest in joint venture				$ 51,600
Gain on sale of investment in real estate					0	$ 13,245	0	$ 14,327
Line of Credit [Member] | Revolving Credit Facility With Maturity Date of August 21, 2020 [Member] | LIBOR [Member]
Source of funds:
Basis spread			1.40%
Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member]
Source of funds:
Credit facility			$ 580,000
Loan costs			$ 11,200
Percentage of loan			100.00%
Debt instrument, term			7 years
Fixed interest rate			2.37%
Fixed interest rate, term			5 years
Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member] | LIBOR [Member]
Source of funds:
Basis spread			1.40%
Consolidated JV [Member]
Source of funds:
Percentage of equity contributed in joint venture				20.00%		20.00%		20.00%				55.00%
Percentage of joint venture sold				35.00%		35.00%		35.00%
Gain on sale of investment in real estate	$ 587
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member]
Source of funds:
Credit facility					$ 580,000		$ 580,000				$ 580,000
Variable Interest Rate							LIBOR + 1.40%
Fixed interest rate					2.37%		2.37%
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member] | LIBOR [Member]
Source of funds:
Basis spread							1.40%
1299 Ocean [Member] | Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²										206
Uses of funds - Investment in real estate:
Land										$ 22,748
Buildings and improvements										260,188
Tenant improvements and lease intangibles										5,010
Acquired above and below-market leases, net(3)										(10,683)
Net assets and liabilities acquired										$ 277,263
429 Santa Monica [Member] | Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²										87
Uses of funds - Investment in real estate:
Land										$ 4,949
Buildings and improvements										69,286
Tenant improvements and lease intangibles										3,248
Acquired above and below-market leases, net(3)										(723)
Net assets and liabilities acquired										$ 76,760
9665 Wilshire [Member] | Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²									171
Uses of funds - Investment in real estate:
Land									$ 5,568
Buildings and improvements									175,960
Tenant improvements and lease intangibles									1,112
Acquired above and below-market leases, net(3)									(4,339)
Net assets and liabilities acquired									$ 178,301
Westwood Portfolio [Member]
Source of funds:
Proceeds from sale of interest in joint venture		$ 240,000
Additional proceeds for compensation of costs		1,100
Gain on sale of investment in real estate		$ 1,100
Weighted average useful live of above and below market leases			4 years 5 months
Deposits in escrow			$ 75,000
Cash paid at closing			$ 67,500
Westwood Portfolio [Member] | Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²			1,725
Uses of funds - Investment in real estate:
Land			$ 94,996
Buildings and improvements			1,236,786
Tenant improvements and lease intangibles			50,439
Acquired above and below-market leases, net(3)			(49,708)
Net assets and liabilities acquired			1,332,513
Source of funds:
Cash on hand			153,745
Noncontrolling interests			320,000
Total source of funds			$ 1,332,513
Percentage of equity contributed in joint venture		30.00%	60.00%	30.00%		30.00%		30.00%
Percentage of joint venture sold		30.00%
Westwood Portfolio [Member] | Consolidated JV [Member] | Line of Credit [Member]
Source of funds:
Credit facility			$ 290,000
Westwood Portfolio [Member] | Consolidated JV [Member] | Secured Debt [Member]
Source of funds:
Long-term debt			$ 568,768
Westwood Portfolio [Member] | Consolidated JV [Member] | Pro Forma Sell Down Adjustment [Member]
Source of funds:
Noncontrolling interests		$ 240,000
Westwood Portfolio [Member] | Consolidated JV [Member] | Pro Forma Sell Down Adjustment [Member] | Line of Credit [Member]
Source of funds:
Credit facility		$ (240,000)
Westwood Portfolio [Member] | Consolidated JV [Member] | Pro Forma [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²				1,725		1,725		1,725
Uses of funds - Investment in real estate:
Land				$ 94,996		$ 94,996		$ 94,996
Buildings and improvements				1,236,786		1,236,786		1,236,786
Tenant improvements and lease intangibles				50,439		50,439		50,439
Acquired above and below-market leases, net(3)				(49,708)		(49,708)		(49,708)
Net assets and liabilities acquired				1,332,513		1,332,513		1,332,513
Source of funds:
Cash on hand								153,745
Noncontrolling interests								560,000
Total source of funds								1,332,513
Westwood Portfolio [Member] | Consolidated JV [Member] | Pro Forma [Member] | Line of Credit [Member]
Source of funds:
Credit facility				50,000		50,000		50,000
Westwood Portfolio [Member] | Consolidated JV [Member] | Pro Forma [Member] | Secured Debt [Member]
Source of funds:
Long-term debt				$ 568,768		$ 568,768		$ 568,768

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Investment in Real Estate - Revenue and Net Income Attributable to Common Stockholders from Westwood Portfolio (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Real Estate Acquisition [Line Items]
Total office revenues	$ 184,618	$ 167,608	$ 530,508	$ 475,083
Net income attributable to common stockholders(1)	$ 25,614	$ 31,848	64,907	65,696
Westwood Portfolio [Member]
Real Estate Acquisition [Line Items]
Total office revenues			71,530	56,045
Net income attributable to common stockholders(1)			4,449	1,444
Net income attributable to common stockholders excluding transaction costs			$ 4,400	$ 3,500

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Investment in Real Estate - Pro Forma Results (Details) - Westwood Portfolio [Member] $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares
Real Estate Acquisition [Line Items]
Pro forma revenues | $	$ 561,235
Pro forma net income attributable to common stockholders | $	$ 64,623
Pro forma net income attributable to common stockholders per share – basic (usd per share) | $ / shares	$ 0.433
Pro forma net income attributable to common stockholders per share – diluted (usd per share) | $ / shares	$ 0.421

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Investment in Real Estate - Other 2016 Acquisitions (Details) - Consolidated JV [Member] ft² in Thousands, $ in Thousands	Sep. 27, 2016 USD ($) ft²	Jul. 21, 2016 USD ($) ft²
233 Wilshire Boulevard [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²	129
Land	$ 9,263
Buildings and improvements	126,938
Tenant improvements and lease intangibles	3,488
Acquired above and below-market leases, net	(1,838)
Net assets and liabilities acquired	$ 137,851
12100 Wilshire Boulevard [Member]
Real Estate Acquisition [Line Items]
Building square footage | ft²		365
Land		$ 20,164
Buildings and improvements		199,698
Tenant improvements and lease intangibles		9,057
Acquired above and below-market leases, net		(4,523)
Net assets and liabilities acquired		$ 224,396

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Investment in Real Estate - Other 2016 Acquisitions and Dispositions Narrative (Details) ft² in Thousands, $ in Thousands				2 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) ft² property	Sep. 27, 2016 USD ($) ft²	Jul. 21, 2016 USD ($) ft²	Sep. 30, 2016 USD ($) ft² property	Sep. 30, 2017 USD ($) office_property	Sep. 30, 2016 USD ($) ft² property	Sep. 30, 2017 USD ($) office_property	Sep. 30, 2016 USD ($) ft² property
Real Estate Acquisition [Line Items]
Number of office properties | office_property					80		80
Proceeds from sale of interest in joint venture				$ 51,600
Proceeds from sale of interest in real estate held for investment, compensation				$ 194
Gain on sale of investment in real estate					$ 0	$ 13,245	$ 0	$ 14,327
Sherman Oaks [Member] | Office Building [Member]
Real Estate Acquisition [Line Items]
Gain on sale of investment in real estate						$ 12,700
Building square footage | ft²	168			168		168		168
Real estate held-for-sale, carrying value	$ 42,800			$ 42,800		$ 42,800		$ 42,800
Sale of real estate						56,700
Sale of real estate, transaction costs						$ 1,200
Investor [Member]
Real Estate Acquisition [Line Items]
Joint venture, contributions received				$ 139,800
Investors ownership percentage in joint venture	80.00%
Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Percentage of equity contributed in joint venture	20.00%		55.00%	20.00%		20.00%		20.00%
Percentage of joint venture sold	35.00%			35.00%		35.00%		35.00%
Gain on sale of investment in real estate		$ 587
Consolidated JV [Member] | Office Building [Member]
Real Estate Acquisition [Line Items]
Number of office properties | property	2			2		2		2
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of July 21, 2019 [Member]
Real Estate Acquisition [Line Items]
Proceeds from non-recourse loan								$ 146,000
Debt instrument, term							3 years
Variable interest rate							LIBOR + 1.55%
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of July 21, 2019 [Member] | LIBOR [Member]
Real Estate Acquisition [Line Items]
Basis spread							1.55%	1.55%
12100 Wilshire Boulevard [Member] | Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Contract price			$ 225,000
Building square footage | ft²			365
233 Wilshire Boulevard [Member] | Consolidated JV [Member]
Real Estate Acquisition [Line Items]
Contract price		$ 139,500
Building square footage | ft²		129

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Acquired Lease Intangibles - Summary of Acquired Lease Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired lease intangible assets, net	$ 4,616		$ 4,616		$ 5,147
Acquired lease intangible liabilities, net	69,114		69,114		67,191
Amortization/accretion of above/below-market leases	4,814	$ 5,102	13,290	$ 13,415
Above Market Tenant Leases [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Off-market lease, assets	5,461		5,461		5,110
Accumulated amortization	(3,203)		(3,203)		(2,379)
Below Market Ground Leases [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Off-market lease, assets	3,198		3,198		3,198
Accumulated amortization	(840)		(840)		(782)
Below Market Tenant Leases [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Off-market lease, liabilities	117,077		117,077		104,925
Accumulated accretion	(51,433)		(51,433)		(41,241)
Tenant Lease [Member] | Operating Lease Revenue [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization/accretion of above/below-market leases	4,805	5,093	13,265	13,390
Above Market Ground Leases [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Off-market lease, liabilities	4,017		4,017		16,200
Accumulated accretion	(547)		(547)		$ (12,693)
Above Market Ground Leases [Member] | Office Parking and Other Income [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization/accretion of above/below-market leases	(4)	(4)	(13)	(13)
Above Market Ground Leases [Member] | Office Expense [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization/accretion of above/below-market leases	$ 13	$ 13	$ 38	$ 38

XML

Investments in Unconsolidated Real Estate Funds - Narrative (Details) ft² in Millions	3 Months Ended	9 Months Ended
	Jun. 30, 2017	Sep. 30, 2017 ft² office_property Number_of_funds_managed
Schedule of Equity Method Investments [Line Items]
Number of office properties		80
Percentage of amounts related to the Fund		100.00%
Opportunity Fund [Member]
Schedule of Equity Method Investments [Line Items]
Purchase of equity interest, percent	3.70%
Equity interest of the Fund, percent		3.70%
Fund X [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest of the Fund, percent		69.10%
Fund X Indirect [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest of the Fund, percent		13.10%
Partnership X [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest of the Fund, percent		24.30%
Unconsolidated Properties [Member]
Schedule of Equity Method Investments [Line Items]
Number of real estate funds owned and managed | Number_of_funds_managed		3
Number of office properties		8
Building square footage | ft²		1.8

XML

Investments in Unconsolidated Real Estate Funds - Summary of Cash Distributions Received from Funds (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Real Estate Investments, Net [Abstract]
Operating distributions received	$ 4,427	$ 1,356
Capital distributions received	41,965	21,973
Total distributions received	$ 46,392	$ 23,329

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Investments in Unconsolidated Real Estate Funds - Summary of Statement of Financial Position for Investments in Unconsolidated Real Estate Funds (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Real Estate Investments, Net [Abstract]
Total assets	$ 703,776	$ 690,028
Total liabilities	524,968	448,544
Total equity	$ 178,808	$ 241,484

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Investments in Unconsolidated Real Estate Funds - Summary of Statement of Operations for Investments in Unconsolidated Real Estate Funds (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Real Estate Investments, Net [Abstract]
Total revenues	$ 56,550	$ 54,104
Operating income	14,918	14,235
Net income	$ 3,974	$ 6,539

XML

Other Assets - Summary of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Other Assets [Abstract]
Restricted cash	$ 121	$ 121
Prepaid expenses	11,481	6,779
Other indefinite-lived intangible	1,988	1,988
Furniture, fixtures and equipment, net	1,078	1,093
Other	2,610	1,933
Total other assets	$ 17,278	$ 11,914

XML

Secured Notes Payable and Revolving Credit Facility, Net - Schedule of Secured Notes Payable and Revolving Credit Facility (Details) - USD ($)		9 Months Ended
	Feb. 29, 2016	Sep. 30, 2017	Sep. 30, 2016	Nov. 01, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Principal Balance		$ 4,087,638,000			$ 4,408,083,000
Deferred loan costs, net		(38,810,000)			(38,546,000)
Total Debt, Net		4,048,828,000			4,369,537,000
Revolving Credit Facility With Maturity Date of August 21, 2020 [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 400,000,000
Revolving Credit Facility With Maturity Date of August 21, 2020 [Member] | Minimum [Member]
Debt Instrument [Line Items]
Unused commitment fees (as a percent)		0.15%
Revolving Credit Facility With Maturity Date of August 21, 2020 [Member] | Maximum [Member]
Debt Instrument [Line Items]
Unused commitment fees (as a percent)		0.20%
Secured Debt [Member] | LIBOR [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread		0.00%
Secured Debt [Member] | Term Loans With Effective Annual Fixed Interest Rate At 4.00% And 3.85% [Member]
Debt Instrument [Line Items]
Fixed rate debt amortization period		30 years
Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member]
Debt Instrument [Line Items]
Principal Balance	$ 580,000,000
Fixed interest rate	2.37%
Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread	1.40%
Line of Credit [Member] | Revolving Credit Facility With Maturity Date of August 21, 2020 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread	1.40%
Wholly Owned Subsidiaries [Member]
Debt Instrument [Line Items]
Principal Balance		$ 3,142,138,000			3,682,083,000
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.00% [Member]
Debt Instrument [Line Items]
Principal Balance		0			1,000,000
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 4.14% [Member]
Debt Instrument [Line Items]
Principal Balance		0			349,933,000
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loans With Maturity Date of November 1, 2020 [Member]
Debt Instrument [Line Items]
Principal Balance		0			388,080,000
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 4.46% [Member]
Debt Instrument [Line Items]
Principal Balance		$ 0			345,759,000
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 4.00% [Member]
Debt Instrument [Line Items]
Maturity Date		Feb. 01, 2019
Principal Balance		$ 147,719,000			149,911,000
Fixed interest rate		4.00%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.85% [Member]
Debt Instrument [Line Items]
Maturity Date		Jun. 05, 2019
Principal Balance		$ 282,019,000			285,000,000
Fixed interest rate		3.85%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loan With Maturity Date of October 1, 2019 [Member]
Debt Instrument [Line Items]
Maturity Date		Oct. 01, 2019
Principal Balance		$ 145,000,000			145,000,000
Variable Interest Rate		LIBOR + 1.25%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loan With Maturity Date of October 1, 2019 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.25%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 2.77% [Member]
Debt Instrument [Line Items]
Maturity Date		Apr. 15, 2022
Principal Balance		$ 340,000,000			340,000,000
Variable Interest Rate		LIBOR + 1.40%
Fixed interest rate		2.77%
Swap Maturity Date		Apr. 01, 2020
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 2.77% [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.40%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.06% [Member]
Debt Instrument [Line Items]
Maturity Date		Jul. 27, 2022
Principal Balance		$ 180,000,000			180,000,000
Variable Interest Rate		LIBOR + 1.45%
Fixed interest rate		3.06%
Swap Maturity Date		Jul. 01, 2020
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.06% [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.45%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 2.64% [Member]
Debt Instrument [Line Items]
Maturity Date		Nov. 01, 2022
Principal Balance		$ 400,000,000			400,000,000
Variable Interest Rate		LIBOR + 1.35%
Fixed interest rate		2.64%
Swap Maturity Date		Nov. 01, 2020
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 2.64% [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.35%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 2.57% [Member]
Debt Instrument [Line Items]
Maturity Date		Jun. 23, 2023
Principal Balance		$ 360,000,000			360,000,000
Variable Interest Rate		LIBOR + 1.55%
Fixed interest rate		2.57%
Swap Maturity Date		Jul. 01, 2021
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 2.57% [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.55%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.62% [Member]
Debt Instrument [Line Items]
Maturity Date		Dec. 23, 2023
Principal Balance		$ 220,000,000			220,000,000
Variable Interest Rate		LIBOR + 1.70%
Fixed interest rate		3.62%
Swap Maturity Date		Dec. 23, 2021
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.62% [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.70%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.46% [Member]
Debt Instrument [Line Items]
Maturity Date		Jan. 01, 2024
Principal Balance		$ 300,000,000			300,000,000
Variable Interest Rate		LIBOR + 1.55%
Fixed interest rate		3.46%
Swap Maturity Date		Jan. 01, 2022
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Term Loan With Effective Annual Fixed Interest Rate At 3.46% [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.55%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loan With Maturity Date of April 1, 2025 [Member]
Debt Instrument [Line Items]
Maturity Date		Apr. 01, 2025
Principal Balance		$ 102,400,000			102,400,000
Variable Interest Rate		LIBOR + 1.25%
Fixed interest rate		2.84%
Swap Maturity Date		Mar. 01, 2020
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loan With Maturity Date of April 1, 2025 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.25%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loans With Maturity Date of December 1, 2025 [Member]
Debt Instrument [Line Items]
Maturity Date		Dec. 01, 2025
Principal Balance		$ 115,000,000			115,000,000
Variable Interest Rate		LIBOR + 1.25%
Fixed interest rate		2.76%
Swap Maturity Date		Dec. 01, 2020
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loans With Maturity Date of December 1, 2025 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.25%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loans With Maturity Date of June 1, 2027 [Member]
Debt Instrument [Line Items]
Maturity Date		Jun. 01, 2027
Principal Balance		$ 550,000,000			0
Variable Interest Rate		LIBOR + 1.37%
Fixed interest rate		3.51%
Swap Maturity Date		Jun. 01, 2022
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loans With Maturity Date of June 1, 2027 [Member] | Forecast [Member]
Debt Instrument [Line Items]
Fixed interest rate				3.16%
Wholly Owned Subsidiaries [Member] | Secured Debt [Member] | Fannie Mae Loans With Maturity Date of June 1, 2027 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.37%
Wholly Owned Subsidiaries [Member] | Line of Credit [Member] | Revolving Credit Facility With Maturity Date of August 21, 2020 [Member]
Debt Instrument [Line Items]
Maturity Date		Aug. 21, 2020
Principal Balance		$ 0			0
Variable Interest Rate		LIBOR + 1.40%
Wholly Owned Subsidiaries [Member] | Line of Credit [Member] | Revolving Credit Facility With Maturity Date of August 21, 2020 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.40%
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of July 21, 2019 [Member]
Debt Instrument [Line Items]
Maturity Date		Jul. 21, 2019
Principal Balance		$ 365,500,000			146,000,000
Variable Interest Rate		LIBOR + 1.55%
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of July 21, 2019 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.55%	1.55%
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member]
Debt Instrument [Line Items]
Maturity Date		Feb. 28, 2023
Principal Balance		$ 580,000,000			$ 580,000,000
Variable Interest Rate		LIBOR + 1.40%
Fixed interest rate		2.37%
Swap Maturity Date		Mar. 01, 2021
Consolidated JV [Member] | Secured Debt [Member] | Term Loan With Maturity Date of February 28, 2023 [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread		1.40%

XML

Secured Notes Payable and Revolving Credit Facility, Net - Schedule of Debt Statistics (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Principal balance of consolidated fixed rate debt	$ 3,580,000
Weighted average remaining life (including extension options) of consolidated fixed rate debt (in years)	5 years 10 months
Weighted average remaining fixed interest period of consolidated fixed rate debt (in years)	3 years 4 months
Weighted average annual interest rate of consolidated fixed rate debt (as a percent)	3.08%
Debt Instrument [Line Items]
Principal Balance	$ 4,087,638	$ 4,408,083
Aggregate Swapped to Fixed Rate Loans [Member]
Debt Instrument [Line Items]
Principal Balance	3,147,400	2,985,480
Aggregate Fixed Rate Loans [Member]
Debt Instrument [Line Items]
Principal Balance	429,738	1,131,603
Aggregate Floating Rate Loans [Member]
Debt Instrument [Line Items]
Principal Balance	$ 510,500	$ 291,000

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Secured Notes Payable and Revolving Credit Facility, Net - Schedule of Minimum Future Principal Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
2018	$ 8,294
2019	786,944
2020	325,000
2021	115,000
2022	640,000
Thereafter	2,212,400
Total future principal payments	$ 4,087,638	$ 4,408,083

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Secured Notes Payable and Revolving Credit Facility, Net - Schedule of Loan Costs and Accumulated Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Debt Disclosure [Abstract]
Accumulated amortization on deferred loan costs	$ 15,900		$ 15,900		$ 15,400
Loan Costs Included In Interest Expense
Deferred loan cost amortization			6,865	$ 5,470
Interest Expense [Member]
Loan Costs Included In Interest Expense
Loan costs expensed	163	$ 0	539	818
Deferred loan cost amortization	2,343	2,227	6,865	5,470
Total	$ 2,506	$ 2,227	$ 7,404	$ 6,288

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Interest Payable, Accounts Payable and Deferred Revenue - Summary of Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accounts Payable and Accrued Liabilities [Abstract]
Interest payable	$ 9,760	$ 9,561
Accounts payable and accrued liabilities	80,572	36,880
Deferred revenue	28,031	28,788
Total interest payable, accounts payable and deferred revenue	$ 118,363	$ 75,229

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Derivative Contracts - Summary of Derivatives (Details) - Interest Rate Swap [Member] - Derivatives Designated as Cash Flow Hedges [Member] - Cash Flow Hedging [Member] $ in Thousands	Sep. 30, 2017 USD ($) instrument
Derivative [Line Items]
Number of Interest Rate Swaps | instrument	26
Notional | $	$ 3,147,400
Percent of notional amount related to the Fund	100.00%
Unconsolidated Funds [Member]
Derivative [Line Items]
Number of Interest Rate Swaps | instrument	4
Notional | $	$ 510,000
Percent of notional amount related to the Fund	100.00%

XML

Derivative Contracts - Credit-risk-related Contingent Features (Details) - Interest Rate Swap [Member] - Derivatives Designated as Cash Flow Hedges [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Fair value derivatives in a liability position	$ 2,636	$ 7,689
Percent of notional amount related to the Fund	100.00%
Unconsolidated Funds [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value derivatives in a liability position	$ 0	$ 0
Percent of notional amount related to the Fund	100.00%

XML

Derivative Contracts - Counterparty Credit Risk (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives in an asset position	$ 37,115	$ 35,656
Interest Rate Swap [Member] | Derivatives Designated as Cash Flow Hedges [Member] | Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives in an asset position	$ 37,258	35,144
Percent of notional amount related to the Fund	100.00%
Interest Rate Swap [Member] | Derivatives Designated as Cash Flow Hedges [Member] | Cash Flow Hedging [Member] | Unconsolidated Funds [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives in an asset position	$ 4,437	$ 3,724
Percent of notional amount related to the Fund	100.00%

XML

Derivative Contracts - Impact of Hedges on AOCI and Statements of Operations (Details) - Cash Flow Hedging [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Derivatives Designated as Cash Flow Hedges [Member]
Derivative [Line Items]
Gain (loss) recorded in AOCI	$ (4,027)	$ (37,927)
Gain (loss) reclassified from AOCI	(10,353)	(21,361)
Derivatives Designated as Cash Flow Hedges [Member] | Interest Expense [Member]
Derivative [Line Items]
Gain recorded	38	0
Derivatives Designated as Cash Flow Hedges [Member] | Unconsolidated Funds [Member]
Derivative [Line Items]
Gain (loss) recorded in AOCI	610	(814)
Gain (loss) reclassified from AOCI	(193)	(311)
Derivatives Not Designated as Cash Flow Hedges [Member] | Interest Expense [Member]
Derivative [Line Items]
Gain (loss) recorded as interest expense	$ 0	$ 0

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Derivative Contracts - Future Reclassifications from AOCI (Details) $ in Thousands	Sep. 30, 2017 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative designated as cash flow hedge to be reclassified	$ (702)
Unconsolidated Funds [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative designated as cash flow hedge to be reclassified	$ 772

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Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Number of operating partnership units converted to shares of common stock (shares)		986,000	1,300,000
Shares of common stock issued for exercise of stock options (shares)		1,300,000	1,500,000
Number of stock options exercised (shares)		3,900,000	7,600,000
Shares of common stock sold (shares)		15,700,000	1,400,000
Net proceeds from common stock issued		$ 593,300	$ 49,400
Number of operating partnership units redeemed for cash (shares)			25,000
Aggregate purchase price for redemption of operating partnership units			$ 826
Average price of units (usd per share)			$ 33.05
Common stock, shares outstanding (in shares)		169,487,292		151,530,210
Number of OP units and fully-vested LTIP units outstanding		24,700,000
Number of shares of common stock issued upon redemption of one OP unit (shares)		1
Partnership Interest [Member]
Schedule of Equity Method Investments [Line Items]
Investors' ownership in joint venture (percent)		13.00%
Westwood Portfolio [Member] | Investor [Member]
Schedule of Equity Method Investments [Line Items]
Investors' ownership in joint venture (percent)	70.00%		70.00%
Investors' contribution to joint venture	$ 320,000		$ 320,000
Investors' ownership acquired during period with direct investment (percent)			40.00%
Westwood Portfolio [Member] | Corporate Joint Venture [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of joint venture sold	30.00%		30.00%
Proceeds from divestiture of partial interest in joint venture			$ 241,100
Gain on sale of interest in joint venture			$ 1,100
Third Quarter Acquisitions [Member] | Investor [Member]
Schedule of Equity Method Investments [Line Items]
Investors' ownership in joint venture (percent)	80.00%		80.00%
Investors' contribution to joint venture	$ 139,800		$ 139,800
Third Quarter Acquisitions [Member] | Corporate Joint Venture [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of joint venture sold	35.00%		35.00%
Proceeds from divestiture of partial interest in joint venture	$ 51,600
Gain on sale of interest in joint venture	$ 587

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Equity - Condensed Consolidated Statements of Equity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Douglas Emmett, Inc. Stockholders' Equity, Beginning Balance			$ 1,921,143
Noncontrolling Interests, Beginning Balance			1,092,928
Total Equity, Beginning Balance			3,014,071	$ 2,281,548
Net income attributable to common stockholders	$ 25,614	$ 31,848	64,907	65,696
Noncontrolling Interests, Net Income	2,894	3,950	7,534	7,928
Net income	28,508	35,798	72,441	73,624
Cash flow hedge fair value adjustment, total equity	1,493	18,429	7,129	(17,069)
Contributions to consolidated JVs			284,248	459,750
Sale of equity interest in consolidated JV				291,029
Dividends and distributions, Douglas Emmett, Inc. Stockholders' Equity			(111,177)	(98,501)
Dividends and distributions, total equity			(139,859)	(124,686)
Exchange of OP units for common stock			0	0
Repurchase of OP units				(826)
Exercise of stock options(1)			(52,867)	(53,467)
Stock-based compensation, total equity			8,642	7,759
Sale of common stock, net of offering costs			593,272	49,379
Douglas Emmett, Inc. Stockholders' Equity, Ending Balance	2,435,922		2,435,922
Noncontrolling Interests, Ending Balance	1,351,155		1,351,155
Total Equity, Ending Balance	3,787,077	2,967,041	3,787,077	2,967,041
Douglas Emmett Inc Stockholders' Equity [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Douglas Emmett, Inc. Stockholders' Equity, Beginning Balance			1,921,143	1,926,211
Net income attributable to common stockholders			64,907	65,696
Cash flow hedge fair value adjustment, Douglas Emmett, Inc. Stockholders' Equity			7,383	(14,376)
Contributions to consolidated JVs			0	0
Sale of equity interest in consolidated JV				0
Dividends and distributions, Douglas Emmett, Inc. Stockholders' Equity			(111,177)	(98,501)
Exchange of OP units for common stock			13,261	17,733
Repurchase of OP units				(498)
Exercise of stock options(1)			(52,867)	(53,467)
Stock-based compensation, Douglas Emmett Stockholders' Equity			0	0
Sale of common stock, net of offering costs			593,272	49,379
Douglas Emmett, Inc. Stockholders' Equity, Ending Balance	2,435,922	1,892,177	2,435,922	1,892,177
Noncontrolling Interest [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Noncontrolling Interests, Beginning Balance			1,092,928	355,337
Noncontrolling Interests, Net Income			7,534	7,928
Cash flow hedge fair value adjustment, noncontrolling interest			(254)	(2,693)
Contributions to consolidated JVs			284,248	459,750
Sale of equity interest in consolidated JV				291,029
Dividends and distributions, noncontrolling interest			(28,682)	(26,185)
Exchange of OP units for common stock			(13,261)	(17,733)
Repurchase of OP units				(328)
Exercise of stock options(1)			0	0
Stock-based compensation, noncontrolling interest			8,642	7,759
Sale of common stock, net of offering costs			0	0
Noncontrolling Interests, Ending Balance	$ 1,351,155	$ 1,074,864	$ 1,351,155	$ 1,074,864

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Equity - Net Income Attributable to Common Stockholders and Transfers (to) from Noncontrolling Interests (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Net income attributable to common stockholders	$ 25,614	$ 31,848	$ 64,907	$ 65,696
Exchange of OP Units with noncontrolling interests			13,261	17,733
Repurchase of OP Units from noncontrolling interests			0	(498)
Net transfers from noncontrolling interests			13,261	17,235
Change from net income attributable to common stockholders and transfers from noncontrolling interests			$ 78,168	$ 82,931

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Equity - Accumulated Other Comprehensive Income Schedule (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance			$ 15,156
Net current period OCI	$ 1,493	$ 18,429	7,129	$ (17,069)
Ending balance	22,539		22,539
Cash Flow Hedging [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance			15,156	(9,285)
Other comprehensive income (loss) before reclassifications			(4,027)	(37,927)
Reclassifications from AOCI			10,353	21,361
Net current period OCI			7,129	(17,069)
OCI attributable to noncontrolling interests			254	2,693
OCI attributable to common stockholders			7,383	(14,376)
Ending balance	$ 22,539	$ (23,661)	22,539	(23,661)
Cash Flow Hedging [Member] | Fund X [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Other comprehensive income (loss) before reclassifications			610	(814)
Reclassifications from AOCI			$ 193	$ 311

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Equity - Equity Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Net stock-based compensation expense	$ 2,600	$ 2,300	$ 7,910	$ 7,077
Capitalized stock-based compensation for improvements to real estate and developments	257	235	732	683
Intrinsic value of options exercised	$ 400	$ 2,100	$ 102,500	$ 104,000

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EPS - Summary of EPS Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Net income attributable to common stockholders	$ 25,614	$ 31,848	$ 64,907	$ 65,696
Allocation to participating securities: Unvested LTIP Units	(158)	(180)	(345)	(365)
Numerator for basic and diluted net income attributable to common stock holders	$ 25,456	$ 31,668	$ 64,562	$ 65,331
Weighted average shares of common stock outstanding - basic (in shares)	165,471	150,753	158,000	148,578
Effect of dilutive securities: Stock options (in shares)	49	2,666	419	4,241
Weighted average shares of common stock and common stock equivalents outstanding - diluted (in shares)	165,520	153,419	158,419	152,819
Basic EPS:
Net income attributable to common stockholders per share (usd per share)	$ 0.154	$ 0.210	$ 0.409	$ 0.440
Diluted EPS:
Net income attributable to common stockholders per share (usd per share)	$ 0.154	$ 0.206	$ 0.408	$ 0.428
Operating Partnership Units and Vested LTIP Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of weighted average diluted shares (in shares)	24,790	24,788	24,750	25,148
Vested LTIP Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the computation of weighted average diluted shares (in shares)	8	675	358	766

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Fair Value of Financial Instruments - Estimated Fair Value of Secured Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Secured notes payable	$ 4,080,901	$ 4,429,224
Reported Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Secured notes payable	$ 4,087,638	$ 4,408,083

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Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Derivative Assets:
Fair value - derivatives	$ 37,115	$ 35,656
Derivative Liabilities:
Fair value - derivatives	$ 2,002	6,830
Fund X [Member] | Interest Rate Swap [Member]
Derivative Liabilities:
Percent of notional amount related to the Fund	100.00%
Level 2
Derivative Assets:
Fair value - derivatives	$ 37,115	35,656
Derivative Liabilities:
Fair value - derivatives	2,002	6,830
Level 2 | Fund X [Member]
Derivative Assets:
Fair value - unconsolidated Funds' derivatives	4,632	3,605
Derivative Liabilities:
Fair value - unconsolidated Funds' derivatives	$ 0	$ 0

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Segment Reporting - Narrative (Details)	9 Months Ended
	Sep. 30, 2017 segment
Segment Reporting [Abstract]
Number of reportable business segments	2

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Segment Reporting - Operating Activity Within Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Total office revenues	$ 184,618	$ 167,608	$ 530,508	$ 475,083
Office expenses	(62,468)	(56,926)	(175,240)	(158,190)
Total multifamily revenues	24,131	24,513	72,354	72,825
Multifamily expenses	(6,041)	(5,950)	(17,866)	(17,322)
Segment profit	140,240	129,245	409,756	372,396
Office segment [Member]
Segment Reporting Information [Line Items]
Total office revenues	184,618	167,608	530,508	475,083
Office expenses	(62,468)	(56,926)	(175,240)	(158,190)
Segment profit	122,150	110,682	355,268	316,893
Multifamily segment [Member]
Segment Reporting Information [Line Items]
Total multifamily revenues	24,131	24,513	72,354	72,825
Multifamily expenses	(6,041)	(5,950)	(17,866)	(17,322)
Segment profit	$ 18,090	$ 18,563	$ 54,488	$ 55,503

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Segment Reporting - Reconciliation of Segment Profit to Net Income Attributable to Common Stockholders (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting [Abstract]
Total profit from all segments	$ 140,240	$ 129,245	$ 409,756	$ 372,396
General and administrative	(8,441)	(8,099)	(27,189)	(25,573)
Depreciation and amortization	(69,974)	(63,827)	(206,141)	(181,947)
Other income	2,659	2,295	7,152	6,527
Other expenses	(1,659)	(2,916)	(5,156)	(7,828)
Income, including depreciation, from unconsolidated real estate funds	1,137	2,334	4,427	5,564
Interest expense	(35,454)	(36,479)	(110,408)	(109,842)
Income before gains	28,508	22,553	72,441	59,297
Gains on sales of investments in real estate	0	13,245	0	14,327
Net income	28,508	35,798	72,441	73,624
Less: Net income attributable to noncontrolling interests	(2,894)	(3,950)	(7,534)	(7,928)
Net income attributable to common stockholders	$ 25,614	$ 31,848	$ 64,907	$ 65,696

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Future Minimum Lease Rental Receipts - Summary of Minimum Rental Receipts (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) land_parcel
Real Estate Properties [Line Items]
2018	$ 528,867
2019	477,732
2020	416,289
2021	333,742
2022	251,975
Thereafter	657,646
Total future minimum base rentals	$ 2,666,251
Term of residential leases	1 year
Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of land parcels | land_parcel	2

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Future Minimum Lease Rental Payments - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Ground lease payments	$ 183	$ 183	$ 550	$ 550

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Future Minimum Lease Rental Payments - Summary of Ground Lease Payments (Details) $ in Thousands	Sep. 30, 2017 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2018	$ 733
2019	733
2020	733
2021	733
2022	733
Thereafter	47,094
Total future minimum lease payments	50,759
Future ground rent payments per year	$ 733

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Commitments, Contingencies and Guarantees - Narrative (Details)	3 Months Ended	9 Months Ended
	Mar. 31, 2016 USD ($) apartment	Sep. 30, 2017 USD ($) property apartment
Loss Contingencies [Line Items]
Amount accounts are insured for by Federal Deposit Insurance Corporation		$ 250,000
Number of properties containing Asbestos | property		27
Contractual amount for development project		$ 4,800,000
Apartment Building [Member]
Loss Contingencies [Line Items]
Contractual amount for development project		$ 73,100,000
Apartment Building [Member] | HAWAII
Loss Contingencies [Line Items]
Number of apartments under construction | apartment	475
Estimated construction costs	$ 120,000,000
Apartment Building [Member] | CALIFORNIA
Loss Contingencies [Line Items]
Expected number of apartments to be constructed | apartment		376
Minimum [Member] | Apartment Building [Member] | CALIFORNIA
Loss Contingencies [Line Items]
Estimated construction costs		$ 180,000,000
Maximum [Member] | Apartment Building [Member] | CALIFORNIA
Loss Contingencies [Line Items]
Estimated construction costs		$ 200,000,000
Unconsolidated Funds [Member]
Loss Contingencies [Line Items]
Number of properties containing Asbestos | property		4

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Commitments, Contingencies and Guarantees - Schedule of Debt Related to Unconsolidated Funds (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) property	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Long-term debt	$ 4,048,828	$ 4,369,537
Partnership X [Member]
Debt Instrument [Line Items]
Loan Maturity Date	Mar. 01, 2023
Long-term debt	$ 110,000
Collateral, number of properties | property	2
Maximum future payments under the swap agreement	$ 3,400
Partnership X [Member] | Interest Rate Swap [Member]
Debt Instrument [Line Items]
Variable Interest Rate - basis spread	1.40%
Swap Fixed Interest Rate	2.30%
Swap Maturity Date	Mar. 01, 2021
Fund X [Member]
Debt Instrument [Line Items]
Loan Maturity Date	Jul. 01, 2024
Long-term debt	$ 400,000
Collateral, number of properties | property	6
Maximum future payments under the swap agreement	$ 34,500
Loan agreement, one month LIBOR maximum for interest rate cap requirement	3.56%
Loan agreement, number of consecutive days	14 days
Fund X [Member] | Interest Rate Swap [Member]
Debt Instrument [Line Items]
Variable Interest Rate - basis spread	1.65%
Swap Fixed Interest Rate	3.44%
Swap Maturity Date	Jul. 01, 2022
Unconsolidated Funds [Member]
Debt Instrument [Line Items]
Long-term debt	$ 510,000
LIBOR [Member] | Partnership X [Member]
Debt Instrument [Line Items]
Loan agreement LIBOR floor	0.00%
LIBOR [Member] | Fund X [Member]
Debt Instrument [Line Items]
Loan agreement LIBOR floor	0.00%