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 June 30, 2021

or

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

For the transition period from _____ to _____

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.)

1299 Ocean Avenue, Suite 1000, 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	DEI	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ 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	☒	Accelerated filer	☐
Non-accelerated filer	☐	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 ☒

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	July 30, 2021
Common Stock, $0.01 par value per share	175,472,472	shares

1

DOUGLAS EMMETT, INC. FORM 10-Q
Table of Contents
		Page
	Glossary	3
	Forward Looking Statements	6
	PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)	7
	Consolidated Balance Sheets	7
	Consolidated Statements of Operations	8
	Consolidated Statements of Comprehensive Income (Loss)	9
	Consolidated Statements of Equity	10
	Consolidated Statements of Cash Flows	11
	Notes to Consolidated Financial Statements	13
	Overview	13
	Summary of Significant Accounting Policies	14
	Investment in Real Estate	15
	Ground Lease	16
	Acquired Lease Intangibles	17
	Investment in Unconsolidated Fund	18
	Other Assets	18
	Secured Notes Payable and Revolving Credit Facility, Net	19
	Interest Payable, Accounts Payable and Deferred Revenue	21
	Derivative Contracts	21
	Equity	23
	EPS	25
	Fair Value of Financial Instruments	26
	Segment Reporting	28
	Future Minimum Lease Rental Receipts	29
	Commitments, Contingencies & Guarantees	29
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4	Controls and Procedures	46
	PART II. OTHER INFORMATION
Item 1	Legal Proceedings	47
Item 1A	Risk Factors	47
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3	Defaults Upon Senior Securities	47
Item 4	Mine Safety Disclosures	47
Item 5	Other Information	47
Item 6	Exhibits	47
	SIGNATURES	48

2

Glossary

Abbreviations used in this Report:

AOCI	Accumulated Other Comprehensive Income (Loss)
ASC	Accounting Standards Codification
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
COVID-19	Coronavirus Disease 2019
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
Fund	Unconsolidated Institutional Real Estate Fund
GAAP	Generally Accepted Accounting Principles (United States)
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
USD	United States Dollar
VIE	Variable Interest Entity(ies)

3

Glossary

Defined terms used in this Report:

Annualized Rent	Annualized cash base rent (excludes tenant reimbursements, parking and other revenue) before abatements under leases commenced as of the reporting date and expiring after the reporting date. Annualized Rent for our triple net office properties (in Honolulu and one single tenant building in Los Angeles) is calculated by adding expense reimbursements and estimates of normal building expenses paid by tenants to base rent. Annualized Rent does not include lost rent recovered from insurance and rent for building management use. Annualized Rent includes rent for our corporate headquarters in Santa Monica. We report Annualized Rent because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine tenant demand and to compare our performance and value with other REITs. We use Annualized Rent to manage and monitor the performance of our office and multifamily portfolios.
Consolidated Portfolio	Includes all of the properties included in our consolidated results, including our consolidated JVs.
Funds From Operations (FFO)	We calculate FFO in accordance with the standards established by NAREIT by excluding gains (or losses) on sales of investments in real estate, gains (or losses) from changes in control of investments in real estate, real estate depreciation and amortization (other than amortization of right-of-use assets for which we are the lessee and amortization of deferred loan costs), and impairment write-downs of real estate from our net income (loss) (including adjusting for the effect of such items attributable to our consolidated JVs and our unconsolidated Fund, but not for noncontrolling interests included in our Operating Partnership). FFO is a non-GAAP supplemental financial measure that we report because we believe it is useful to our investors. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this Report for a discussion of FFO.
Leased Rate	The percentage leased as of the reporting date. Management space is considered leased. Space taken out of service during a repositioning or which is vacant as a result of a fire or other damage is excluded from both the numerator and denominator for calculating percentage leased. We report Leased Rate because it is a widely reported measure of the performance of equity REITs, and is also used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Leased Rate to manage and monitor the performance of our office and multifamily portfolios.
Net Operating Income (NOI)	We calculate NOI as revenue less operating expenses attributable to the properties that we own and operate. NOI is calculated by excluding the following from our net income (loss): general and administrative expense, depreciation and amortization expense, other income, other expenses, income from unconsolidated Fund, interest expense, gains (or losses) on sales of investments in real estate and net income (loss) attributable to noncontrolling interests. NOI is a non-GAAP supplemental financial measure that we report because we believe it is useful to our investors. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this Report for a discussion of our Same Property NOI.
Occupancy Rate	We calculate the Occupancy Rate by excluding signed leases not yet commenced from the Leased Rate. Management space is considered occupied. Space taken out of service during a repositioning or which is vacant as a result of a fire or other damage is excluded from both the numerator and denominator for calculating Occupancy Rate. We report Occupancy Rate because it is a widely reported measure of the performance of equity REITs, and is also used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Occupancy Rate to manage and monitor the performance of our office and multifamily portfolios.
Recurring Capital Expenditures	Building improvements required to maintain revenues once a property has been stabilized, and excludes capital expenditures for (i) acquired buildings being stabilized, (ii) newly developed space, (iii) upgrades to improve revenues or operating expenses or significantly change the use of the space, (iv) casualty damage and (v) bringing the property into compliance with governmental or lender requirements. We report Recurring Capital Expenditures because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine our cash flow requirements and to compare our performance with other REITs. We use Recurring Capital Expenditures to manage and monitor the performance of our office and multifamily portfolios.

4

Glossary

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. We report Rentable Square Feet because it is a widely reported measure of the performance and value of equity REITs, and is also used by some investors to compare our performance and value with other REITs. We use Rentable Square Feet to manage and monitor the performance of our office portfolio.
Rental Rate	We present two forms of Rental Rates - Cash Rental Rates and Straight-Line Rental Rates. Cash Rental Rate is calculated by dividing the rent paid by the Rentable Square Feet. Straight-Line Rental Rate is calculated by dividing the average rent over the lease term by the Rentable Square Feet.
Same Properties	Our consolidated properties that have been owned and operated by us in a consistent manner, and reported in our consolidated results during the entire span of both periods being compared. We exclude from our same property subset any properties that during the comparable periods were: (i) acquired, (ii) sold, held for sale, contributed or otherwise removed from our consolidated financial statements, (iii) that underwent a major repositioning project or were impacted by development activity, or suffered significant casualty loss that we believed significantly affected the properties' operating results. We also exclude rent received from ground leases.
Short-Term Leases	Represents leases that expired on or before the reporting date or had a term of less than one year, including hold over tenancies, month to month leases and other short-term occupancies.
Total Portfolio	Includes our Consolidated Portfolio plus the properties owned by our Fund.

5

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 developments related to the COVID-19 pandemic;

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

•competition from other real estate investors in our markets;

•decreasing rental rates or increasing tenant incentive and vacancy rates;

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

•increases in interest rates or operating costs;

•insufficient cash flows to service our outstanding debt or pay rent on ground leases;

•difficulties in raising capital;

•inability to liquidate real estate or other investments quickly;

•adverse changes to rent control laws and regulations;

•environmental uncertainties;

•natural disasters;

•fire and other property damage;

•insufficient insurance, or increases in insurance costs;

•inability to successfully expand into new markets and submarkets;

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

•failure to successfully operate acquired properties;

•risks associated with property development;

•risks associated with JVs;

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

•changes in zoning and other land use laws;

•adverse results of litigation or governmental proceedings;

•failure to comply with laws, regulations and covenants that are applicable to our business;

•possible terrorist attacks or wars;

•possible cyber attacks or intrusions;

•adverse changes to accounting rules;

•weaknesses in our internal controls over financial reporting;

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

•adverse changes to tax laws, including those related to property taxes.

For further discussion of these and other risk factors see Item 1A. "Risk Factors” in our 2020 Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and Item 1A. "Risk Factors" in this Report. 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.

6

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Douglas Emmett, Inc. Consolidated Balance Sheets (In thousands, except share data)
	June 30, 2021		December 31, 2020
	Unaudited		Audited
Assets
Investment in real estate, gross	$	11,799,021	$	11,678,638
Less: accumulated depreciation and amortization	(2,961,307)		(2,816,193)
Investment in real estate, net	8,837,714		8,862,445
Ground lease right-of-use asset	7,468		7,472
Cash and cash equivalents	330,934		172,385
Tenant receivables	15,622		18,226
Deferred rent receivables	117,094		116,199
Acquired lease intangible assets, net	4,628		5,141
Interest rate contract assets	303		—
Investment in unconsolidated Fund	47,107		47,374
Other assets	12,484		21,583
Total Assets	$	9,373,354	$	9,250,825
Liabilities
Secured notes payable and revolving credit facility, net	$	4,969,659	$	4,744,967
Ground lease liability	10,865		10,871
Interest payable, accounts payable and deferred revenue	149,245		144,344
Security deposits	53,254		56,247
Acquired lease intangible liabilities, net	29,204		35,223
Interest rate contract liabilities	132,854		214,016
Dividends payable	49,141		49,138
Total liabilities	5,394,222		5,254,806
Equity
Douglas Emmett, Inc. stockholders' equity:
Common Stock, $0.01 par value, 750,000,000 authorized, 175,470,767 and 175,463,887 outstanding at June 30, 2021 and December 31, 2020, respectively	1,755		1,755
Additional paid-in capital	3,487,950		3,487,887
Accumulated other comprehensive loss	(93,345)		(148,035)
Accumulated deficit	(974,982)		(904,516)
Total Douglas Emmett, Inc. stockholders' equity	2,421,378		2,437,091
Noncontrolling interests	1,557,754		1,558,928
Total equity	3,979,132		3,996,019
Total Liabilities and Equity	$	9,373,354	$	9,250,825

See accompanying notes to the consolidated financial statements.

7

Douglas Emmett, Inc.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues
Office rental
Rental revenues and tenant recoveries	$	173,757	$	158,813	$	341,936	$	344,640
Parking and other income	18,169		18,176		36,633		52,238
Total office revenues	191,926		176,989		378,569		396,878
Multifamily rental
Rental revenues	27,972		25,872		55,055		54,958
Parking and other income	5,108		4,935		7,677		7,310
Total multifamily revenues	33,080		30,807		62,732		62,268
Total revenues	225,006		207,796		441,301		459,146
Operating Expenses
Office expenses	63,541		60,301		125,719		129,965
Multifamily expenses	9,251		8,856		18,562		18,212
General and administrative expenses	9,558		9,863		19,129		20,198
Depreciation and amortization	93,900		98,765		186,697		196,542
Total operating expenses	176,250		177,785		350,107		364,917
Other income	1,329		325		1,680		2,314
Other expenses	(454)		(478)		(617)		(1,874)
Income (Loss) from unconsolidated Fund	286		(140)		453		183
Interest expense	(35,935)		(35,190)		(71,140)		(70,610)
Net income (loss)	13,982		(5,472)		21,570		24,242
Less: Net loss attributable to noncontrolling interests	2,215		7,502		6,228		4,711
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953
Net income per common share – basic and diluted	$	0.09	$	0.01	$	0.16	$	0.16

See accompanying notes to the consolidated financial statements.

8

Douglas Emmett, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited and in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income (loss)	$	13,982	$	(5,472)	$	21,570	$	24,242
Other comprehensive income (loss): cash flow hedges	4,397		(20,795)		80,866		(228,254)
Comprehensive income (loss)	18,379		(26,267)		102,436		(204,012)
Less: Comprehensive (income) loss attributable to noncontrolling interests	1,805		14,698		(19,948)		70,956
Comprehensive income (loss) attributable to common stockholders	$	20,184	$	(11,569)	$	82,488	$	(133,056)

See accompanying notes to the consolidated financial statements.

9

Douglas Emmett, Inc.

Consolidated Statements of Equity

(Unaudited; in thousands, except per share data)

		Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Shares of Common Stock	Beginning balance	175,471		175,375		175,464		175,370
	Exchange of OP Units for common stock	—		—		7		5
	Ending balance	175,471		175,375		175,471		175,375
Common Stock	Beginning balance	$	1,755	$	1,754	$	1,755	$	1,754
	Ending balance	$	1,755	$	1,754	$	1,755	$	1,754
Additional Paid-in Capital	Beginning balance	$	3,487,948	$	3,486,442	$	3,487,887	$	3,486,356
	Exchange of OP Units for common stock	2		—		111		90
	Repurchase of OP Units with cash	—		—		(48)		(4)
	Ending balance	$	3,487,950	$	3,486,442	$	3,487,950	$	3,486,442
AOCI	Beginning balance	$	(97,332)	$	(165,872)	$	(148,035)	$	(17,462)
	Cash flow hedge adjustments	3,987		(13,599)		54,690		(162,009)
	Ending balance	$	(93,345)	$	(179,471)	$	(93,345)	$	(179,471)
Accumulated Deficit	Beginning balance	$	(942,046)	$	(780,562)	$	(904,516)	$	(758,576)
	Net income attributable to common stockholders	16,197		2,030		27,798		28,953
	Dividends	(49,133)		(49,216)		(98,264)		(98,125)
	Ending balance	$	(974,982)	$	(827,748)	$	(974,982)	$	(827,748)
Noncontrolling Interests	Beginning balance	$	1,570,200	$	1,587,945	$	1,558,928	$	1,658,862
	Net loss attributable to noncontrolling interests	(2,215)		(7,502)		(6,228)		(4,711)
	Cash flow hedge adjustments	410		(7,196)		26,176		(66,245)
	Distributions	(13,745)		(13,448)		(27,469)		(31,814)
	Exchange of OP Units for common stock	(2)		—		(111)		(90)
	Repurchase of OP Units with cash	—		—		(57)		(3)
	Stock-based compensation	3,106		3,563		6,515		7,363
	Ending balance	$	1,557,754	$	1,563,362	$	1,557,754	$	1,563,362
Total Equity	Beginning balance	$	4,020,525	$	4,129,707	$	3,996,019	$	4,370,934
	Net income (loss)	13,982		(5,472)		21,570		24,242
	Cash flow hedge adjustments	4,397		(20,795)		80,866		(228,254)
	Repurchase of OP Units with cash	—		—		(105)		(7)
	Dividends	(49,133)		(49,216)		(98,264)		(98,125)
	Distributions	(13,745)		(13,448)		(27,469)		(31,814)
	Stock-based compensation	3,106		3,563		6,515		7,363
	Ending balance	$	3,979,132	$	4,044,339	$	3,979,132	$	4,044,339
	Dividends declared per common share	$	0.28	$	0.28	$	0.56	$	0.56

See accompanying notes to the consolidated financial statements.

10

Douglas Emmett, Inc.

Consolidated Statements of Cash Flows

(Unaudited and in thousands)

	Six Months Ended June 30,
	2021		2020
Operating Activities
Net income	$	21,570	$	24,242
Adjustments to reconcile net income to net cash provided by operating activities:
Income from unconsolidated Fund	(453)		(183)
Depreciation and amortization	186,697		196,542
Net accretion of acquired lease intangibles	(5,505)		(8,571)
Straight-line rent	(894)		16,758
Loan premium amortized and written off	(228)		(2,043)
Deferred loan costs amortized and written off	4,192		3,791
Amortization of stock-based compensation	5,041		5,753
Operating distributions from unconsolidated Fund	450		394
Change in working capital components:
Tenant receivables	2,604		(11,694)
Interest payable, accounts payable and deferred revenue	2,439		9,811
Security deposits	(2,993)		(2,504)
Other assets	8,918		4,513
Net cash provided by operating activities	221,838		236,809
Investing Activities
Capital expenditures for improvements to real estate	(53,862)		(74,151)
Capital expenditures for developments	(105,852)		(53,780)
Insurance recoveries for damage to real estate	1,297		4,015
Acquisition of additional interests in unconsolidated Fund	—		(6,591)
Capital distributions from unconsolidated Fund	256		548
Net cash used in investing activities	(158,161)		(129,959)
Financing Activities
Proceeds from borrowings	420,000		544,000
Repayment of borrowings	(195,389)		(494,372)
Loan cost payments	(3,904)		(3,824)
Distributions paid to noncontrolling interests	(27,469)		(31,814)
Dividends paid to common stockholders	(98,261)		(98,123)
Repurchase of OP Units	(105)		(7)
Net cash provided by (used in) financing activities	94,872		(84,140)
Increase in cash and cash equivalents and restricted cash	158,549		22,710
Cash and cash equivalents and restricted cash - beginning balance	172,517		153,804
Cash and cash equivalents and restricted cash - ending balance	$	331,066	$	176,514

11

Douglas Emmett, Inc.

Consolidated Statements of Cash Flows

(Unaudited and in thousands)

Reconciliation of Ending Cash Balance
	Six Months Ended June 30,
	2021		2020
Cash and cash equivalents - ending balance	$	330,934	$	176,393
Restricted cash - ending balance	132		121
Cash and cash equivalents and restricted cash - ending balance	$	331,066	$	176,514

Supplemental Cash Flows Information

	Six Months Ended June 30,
	2021		2020
Operating Activities
Cash paid for interest, net of capitalized interest	$	67,215	$	68,837
Capitalized interest paid	$	3,846	$	1,992
Non-cash Investing Transactions
Accrual for real estate and development capital expenditures	$	38,684	$	31,400
Capitalized stock-based compensation for improvements to real estate and developments	$	1,474	$	1,610
Removal of fully depreciated and amortized tenant improvements and lease intangibles	$	41,419	$	32,305
Removal of fully amortized acquired lease intangible assets	$	112	$	175
Removal of fully accreted acquired lease intangible liabilities	$	11,097	$	3,604
Non-cash Financing Transactions
Gain (loss) recorded in AOCI - consolidated derivatives	$	44,219	$	(241,189)
Loss recorded in AOCI - unconsolidated Fund's derivatives (our share)	$	(1)	$	(403)
Dividends declared	$	98,264	$	98,125
Exchange of OP Units for common stock	$	111	$	90

See accompanying notes to the consolidated financial statements.

12

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. Through our interest in our Operating Partnership and its subsidiaries, consolidated JVs and unconsolidated Fund, we focus on owning, acquiring, developing and managing a substantial market share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. The terms "us," "we" and "our" as used in the consolidated financial statements refer to Douglas Emmett, Inc. and its subsidiaries on a consolidated basis.

At June 30, 2021, our Consolidated Portfolio consisted of (i) a 17.8 million square foot office portfolio, (ii) 4,335 multifamily apartment units and (iii) fee interests in two parcels of land from which we receive rent under ground leases. We also manage and own an equity interest in an unconsolidated Fund which, at June 30, 2021, owned an additional 0.4 million square feet of office space. We manage our unconsolidated Fund alongside our Consolidated Portfolio, and we therefore present the statistics for our office portfolio on a Total Portfolio basis. As of June 30, 2021, our portfolio (not including two parcels of land from which we receive rent under ground leases), consisted of the following properties (including ancillary retail space):

	Consolidated Portfolio	Total Portfolio
Office
Wholly-owned properties	53	53
Consolidated JV properties	16	16
Unconsolidated Fund properties	—	2
	69	71
Multifamily
Wholly-owned properties	11	11
Consolidated JV properties	1	1
	12	12
Total	81	83

Basis of Presentation

The accompanying consolidated 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.

We consolidate entities in which we are considered to be the primary beneficiary of a VIE or have a majority of the voting interest of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of that VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove our power to direct the activities, most significantly impacting the economic performance, of that VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party.

We consolidate our Operating Partnership through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets, and are obligated to repay substantially all of our liabilities, including $3.41 billion of consolidated debt. See Note 8. We also consolidate three JVs. As of June 30, 2021, these consolidated entities had aggregate total consolidated assets of $9.37 billion (of which $8.84 billion related to investment in real estate), aggregate total consolidated liabilities of $5.39 billion (of which $4.97 billion related to debt), and aggregate total consolidated equity of $3.98 billion (of which $1.56 billion related to noncontrolling interests).

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC in conformity with US GAAP as established by the FASB in the ASC. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in conformity with US 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 consolidated 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, 2021. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements in our 2020 Annual Report on Form 10-K and the notes thereto. Any references to the number or class 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 consolidated financial statements in accordance with the standards of the PCAOB.

2. Summary of Significant Accounting Policies

We have not made any changes to our significant accounting policies disclosed in our 2020 Annual Report on Form 10-K.

Use of Estimates

The preparation of consolidated financial statements in conformity with US 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.

Revenue Recognition

Rental revenues and tenant recoveries

We account for our rental revenues and tenant recoveries in accordance with Topic 842 "Leases". Rental revenues and tenant recoveries are included in: (i) Rental revenues and tenant recoveries under Office rental, and (ii) Rental revenues under Multifamily rental, in our consolidated statements of operations.

In accordance with Topic 842, we perform an assessment as to whether or not substantially all of the amounts due under a tenant’s lease agreement is deemed probable of collection. This assessment involves using a methodology that requires judgment and estimates about matters that are uncertain at the time the estimates are made, including tenant specific factors, specific industry conditions, and general economic trends and conditions.

For leases where we have concluded it is probable that we will collect substantially all the lease payments due under those leases, we continue to record lease income on a straight-line basis over the lease term. For leases where we have concluded that it is not probable that we will collect substantially all the lease payments due under those leases, we limit the lease income to the lesser of the income recognized on a straight-line basis or cash basis. If our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental revenues and tenant recoveries. We write-off tenant receivables and deferred rent receivables as a charge against rental revenues and tenant recoveries in the period we conclude that substantially all of the lease payments are not probable of collection. If we subsequently collect amounts that were previously written off then the amounts collected are recorded as an increase to our rental revenues and tenant recoveries.

Charges for uncollectible tenant receivables and deferred rent receivables, which were primarily due to the impact of the COVID-19 pandemic, reduced our office revenues by $0.8 million and $29.8 million for the three months ended June 30, 2021 and 2020, and $2.5 million and $35.0 million for the six months ended June 30, 2021 and 2020, respectively.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Office parking revenues

We account for our office parking revenues in accordance with ASC 606 "Revenue from Contracts with Customers". Office parking revenues are included in Parking and other income under Office rental in our consolidated statements of operations. Our lease contracts generally make a specified number of parking spaces available to the tenant, and we bill and recognize parking revenues on a monthly basis in accordance with the lease agreements, generally using the monthly parking rates in effect at the time of billing.

Office parking revenues were $16.2 million and $14.7 million for the three months ended June 30, 2021 and 2020, $31.1 million and $44.9 million for the six months ended June 30, 2021 and 2020, respectively. Office parking receivables were $0.7 million and $0.6 million as of June 30, 2021 and December 31, 2020, respectively, and are included in Tenant receivables in our consolidated balance sheets.

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 US GAAP are implemented by the FASB in the form of ASUs.  We consider the applicability and impact of all ASUs. As of the date of this Report, the FASB has not issued any ASUs that we expect to be applicable and have a material impact on our consolidated financial statements.

3. Investment in Real Estate

The table below summarizes our investment in real estate:

(In thousands)	June 30, 2021		December 31, 2020
Land	$	1,150,821	$	1,150,821
Buildings and improvements	9,391,155		9,344,653
Tenant improvements and lease intangibles	934,004		928,867
Property under development	323,041		254,297
Investment in real estate, gross	$	11,799,021	$	11,678,638

Acquisitions and Dispositions

During the six months ended June 30, 2021, we did not purchase or sell any properties.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

4. Ground Lease

We pay rent under a ground lease located in Honolulu, Hawaii, which expires on December 31, 2086. The rent is fixed at $733 thousand per year until February 28, 2029, after which it will reset to the greater of the existing ground rent or the market rent at the time.

As of June 30, 2021, the ground lease right-of-use asset carrying value was $7.5 million and the ground lease liability was $10.9 million.

We incurred ground rent expense of $183 thousand for each of the three month periods ended June 30, 2021 and 2020, and $365 thousand for each of the the six months ended June 30, 2021 and 2020, respectively, which is included in Office expenses in our consolidated statements of operations.

The table below, which assumes that the ground rent payments will continue to be $733 thousand per year after February 28, 2029, presents the future minimum ground lease payments as of June 30, 2021:

Twelve months ending June 30:	(In thousands)
2022	$	733
2023	733
2024	733
2025	733
2026	733
Thereafter	44,345
Total future minimum lease payments	$	48,010

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

5. Acquired Lease Intangibles

Summary of our Acquired Lease Intangibles

(In thousands)	June 30, 2021		December 31, 2020
Above-market tenant leases	$	6,736	$	6,848
Above-market tenant leases - accumulated amortization	(3,011)		(2,618)
Above-market ground lease where we are the lessor	1,152		1,152
Above-market ground lease - accumulated amortization	(249)		(241)
Acquired lease intangible assets, net	$	4,628	$	5,141
Below-market tenant leases	$	70,837	$	81,934
Below-market tenant leases - accumulated accretion	(41,633)		(46,711)
Acquired lease intangible liabilities, net	$	29,204	$	35,223

Impact on the Consolidated Statements of Operations

The table below summarizes the net amortization/accretion related to our above- and below-market leases:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Net accretion of above- and below-market tenant lease assets and liabilities(1)	$	2,395	$	4,320	$	5,513	$	8,579
Amortization of an above-market ground lease asset(2)	(4)		(5)		(8)		(8)
Total	$	2,391	$	4,315	$	5,505	$	8,571

______________________________________________

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

(2)    Recorded as a decrease to office parking and other income.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

6. Investment in Unconsolidated Fund

Description of our Fund

As of June 30, 2021 and 2020, we managed and owned an equity interest of 33.5% in an unconsolidated Fund, Partnership X, through which we and other investors in the Fund owned two office properties totaling 0.4 million square feet. We purchased an additional interest of 3.6% in Partnership X for $6.6 million during the six months ended June 30, 2020.

Partnership X pays us fees and reimburses us for certain expenses related to property management and other services we provide, which are included in Other income in our consolidated statements of operations. 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 cash distributions we received from Partnership X:

	Six Months Ended June 30,
(In thousands)	2021		2020
Operating distributions received	$	450	$	394
Capital distributions received	256		548
Total distributions received	$	706	$	942

Summarized Financial Information for Partnership X

The tables below present selected financial information for Partnership X.  The amounts presented reflect 100% (not our pro-rata share) of amounts related to Partnership X, and are based upon historical acquired book value:

(In thousands)	June 30, 2021		December 31, 2020
Total assets	$	128,707	$	133,617
Total liabilities	$	107,200	$	112,706
Total equity	$	21,507	$	20,911

	Six Months Ended June 30,
(In thousands)	2021		2020
Total revenues	$	8,211	$	7,597
Operating income	$	2,229	$	1,686
Net income	$	1,140	$	372

7. Other Assets

(In thousands)	June 30, 2021		December 31, 2020
Restricted cash	$	132	$	132
Prepaid expenses	4,499		13,774
Other indefinite-lived intangibles	1,988		1,988
Furniture, fixtures and equipment, net	2,255		2,358
Other	3,610		3,331
Total other assets	$	12,484	$	21,583

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

8. Secured Notes Payable and Revolving Credit Facility, Net

Description	Maturity Date(1)	Principal Balance as of June 30, 2021		Principal Balance as of December 31, 2020		Variable Interest Rate	Fixed Interest Rate(2)	Swap Maturity Date
		(In thousands)
Consolidated Wholly Owned Subsidiaries
Term loan(3)	1/1/2024	$	300,000	$	300,000	LIBOR + 1.55%	3.46%	1/1/2022
Term loan(3)	3/3/2025	335,000		335,000		LIBOR + 1.30%	3.84%	3/1/2023
Fannie Mae loan(3)	4/1/2025	102,400		102,400		LIBOR + 1.25%	2.76%	3/1/2023
Term loan(3)	8/15/2026	415,000		415,000		LIBOR + 1.10%	3.07%	8/1/2025
Term loan(3)	9/19/2026	400,000		400,000		LIBOR + 1.15%	2.44%	9/1/2024
Term loan(3)	9/26/2026	200,000		200,000		LIBOR + 1.20%	2.36%	10/1/2024
Term loan(3)(4)	11/1/2026	400,000		400,000		LIBOR + 1.15%	2.18%	10/1/2024
Fannie Mae loan(3)	6/1/2027	550,000		550,000		LIBOR + 1.37%	3.16%	6/1/2022
Term loan(3)(5)	5/18/2028	300,000		—		LIBOR + 1.40%	2.21%	6/1/2026
Fannie Mae loan(3)	6/1/2029	255,000		255,000		LIBOR + 0.98%	3.26%	6/1/2027
Fannie Mae loan(3)	6/1/2029	125,000		125,000		LIBOR + 0.98%	3.25%	6/1/2027
Term loan(6)	6/1/2038	29,723		30,112		N/A	4.55%	N/A
Revolving credit facility(7)	8/21/2023	—		75,000		LIBOR + 1.15%	N/A	N/A
Total Wholly Owned Subsidiary Debt		3,412,123		3,187,512
Consolidated JVs
Term loan(3)(8)	2/28/2023	580,000		580,000		LIBOR + 1.40%	2.17%	6/1/2025
Term loan(3)	12/19/2024	400,000		400,000		LIBOR + 1.30%	3.47%	1/1/2023
Term loan(3)(9)	5/15/2027	450,000		450,000		LIBOR + 1.35%	3.04%	4/1/2025
Fannie Mae loan(3)	6/1/2029	160,000		160,000		LIBOR + 0.98%	3.25%	7/1/2027
Total Consolidated Debt(10)		5,002,123		4,777,512
Unamortized loan premium, net(11)		4,239		4,467
Unamortized deferred loan costs, net(12)		(36,703)		(37,012)
Total Consolidated Debt, net		$	4,969,659	$	4,744,967

_______________________________________________________________________

Except as noted below, our loans and revolving credit facility: (i) are non-recourse, (ii) are secured by separate collateral pools consisting of one or more properties, (iii) require interest-only monthly payments with the outstanding principal due upon maturity, and (iv) contain certain financial covenants which could require us to deposit excess cash flow with the lender under certain circumstances unless we (at our option) either provide a guarantee or additional collateral or pay down the loan within certain parameters set forth in the loan documents.  Certain loans with maturity date extensions require us to meet minimum financial thresholds in order to exercise those extensions.

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

(2)Effective rate as of June 30, 2021. Includes the effect of interest rate swaps and excludes the effect of prepaid loan fees. See Note 10 for details of our interest rate swaps. See below for details of our loan costs.

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

(4)Effective rate will increase to 2.31% on July 1, 2021.

(5)We closed this loan during the second quarter of 2021.

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

(7)$400.0 million revolving credit facility. Unused commitment fees range from 0.10% to 0.15%. The facility has a zero-percent LIBOR floor.

(8)Swaps expired during the first quarter of 2021 and were replaced by forward swaps executed in 2020, which reduced the swap-fixed rate from 2.37% to 2.17%.

(9)The effective rate will decrease to 2.26% on July 1, 2022.

(10)The table does not include our unconsolidated Fund's loan - see Note 16. See Note 13 for our fair value disclosures.

(11)Balances are net of accumulated amortization of $3.0 million and $2.7 million at June 30, 2021 and December 31, 2020, respectively.

(12)Balances are net of accumulated amortization of $42.4 million and $38.3 million at June 30, 2021 and December 31, 2020, respectively.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Debt Statistics

The table below summarizes our consolidated fixed and floating rate debt:

(In thousands)	Principal Balance as of June 30, 2021		Principal Balance as of December 31, 2020
Aggregate swapped to fixed rate loans	$	4,972,400	$	4,672,400
Aggregate fixed rate loans	29,723		30,112
Aggregate floating rate loans	—		75,000
Total Debt	$	5,002,123	$	4,777,512

The table below summarizes certain consolidated debt statistics as of June 30, 2021:

Statistics for consolidated loans with interest fixed under the terms of the loan or a swap
Principal balance (in billions)	$5.00
Weighted average remaining life (including extension options)	5.0 years
Weighted average remaining fixed interest period	3.0 years
Weighted average annual interest rate	2.94%

Future Principal Payments

At June 30, 2021, the minimum future principal payments due on our consolidated secured notes payable and revolving credit facility were as follows:

Twelve months ending June 30:	Including Maturity Extension Options(1)
	(In thousands)
2022	$	805
2023	580,842
2024	300,881
2025	838,322
2026	965
Thereafter	3,280,308
Total future principal payments	$	5,002,123

________________________________________________

(1)     Some of our loan agreements require that we meet certain minimum financial thresholds to be able to extend the loan maturity.

Loan Premium and Loan Costs

The table below presents loan premium and loan costs, which are included in Interest expense in our consolidated statements of operations:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Loan premium amortized and written off	$	(115)	$	(1,828)	$	(228)	$	(2,043)
Deferred loan costs amortized and written off	2,171		1,915		4,192		3,791
Loan costs expensed	35		965		35		965
Total	$	2,091	$	1,052	$	3,999	$	2,713

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

9. Interest Payable, Accounts Payable and Deferred Revenue

(In thousands)	June 30, 2021		December 31, 2020
Interest payable	$	12,160	$	12,199
Accounts payable and accrued liabilities	91,938		81,595
Deferred revenue	45,147		50,550
Total interest payable, accounts payable and deferred revenue	$	149,245	$	144,344

10. Derivative Contracts

We make use of interest rate swap contracts to manage the risk associated with changes in interest rates on our floating-rate debt. When we enter into a floating-rate term loan, we generally enter into an interest rate swap agreement for the equivalent principal amount, for a period covering the majority of the loan term, which effectively converts our floating-rate debt to a fixed-rate basis during that time. We do not speculate in derivatives and we do not make use of any other derivative instruments. See Note 8 regarding our debt and our consolidated JVs' debt that is hedged.

Derivative Summary

As of June 30, 2021, our interest rate swaps, which include the interest rate swaps of our consolidated JVs, were designated as cash flow hedges:

	Number of Interest Rate Swaps	Notional (In thousands)
Consolidated derivatives(1)(2)(3)(4)	38	$	5,017,400

___________________________________________________

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

(2)The notional amount includes four swaps with a combined initial notional amount of $90.0 million which will increase to $850.0 million in the future to replace existing swaps as they expire.

(3)Our derivative contracts do not provide for right of offset between derivative contracts.

(4)See Note 13 for our derivative fair value disclosures.

Credit-risk-related Contingent Features

Our swaps include credit-risk related contingent features. For example, we have agreements with certain of our interest rate swap counterparties that contain a provision under which we could be declared in default on our derivative obligations if repayment of the underlying indebtedness that we are hedging is accelerated by the lender due to our default on the indebtedness. As of June 30, 2021, there have been no events of default with respect to our interest rate swaps or our consolidated JVs' interest rate swaps. We do not post collateral for our interest rate swap contract liabilities. The fair value of our interest rate swap contract liabilities, including accrued interest and excluding credit risk adjustments, was as follows:

(In thousands)	June 30, 2021		December 31, 2020
Consolidated derivatives(1)	$	141,417	$	225,166
Partnership X's derivative(2)	$	—	$	208

___________________________________________________

(1)The amounts reflect 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(2)The amounts reflect 100%, not our pro-rata share, of our unconsolidated Fund's derivative.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Counterparty Credit Risk

We are subject to credit risk from the counterparties on our interest rate swap contract assets because we do not receive collateral. We seek to minimize that risk by entering into agreements with a variety of counterparties with investment grade ratings. The fair value of our interest rate swap contract assets, including accrued interest and excluding credit risk adjustments, was as follows:

(In thousands)	June 30, 2021		December 31, 2020
Consolidated derivatives(1)	$	129	$	—

___________________________________________________

(1)The amounts reflect 100%, not our pro-rata share, of our consolidated JVs' derivatives.

Impact of Hedges on AOCI and the Consolidated Statements of Operations

The table below presents the effect of our derivatives on our AOCI and the consolidated statements of operations:

(In thousands)	Six Months Ended June 30,
	2021		2020
Derivatives Designated as Cash Flow Hedges:
Consolidated derivatives:
Gains (losses) recorded in AOCI before reclassifications(1)	$	44,219	$	(241,189)
Losses reclassified from AOCI to Interest Expense(1)	$	36,602	$	13,373
Interest Expense presented in the consolidated statements of operations	$	(71,140)	$	(70,610)
Unconsolidated Fund's derivative (our share)(2):
Losses recorded in AOCI before reclassifications(1)	$	(1)	$	(403)
Losses (gains) reclassified from AOCI to Income from unconsolidated Fund(1)	$	46	$	(35)
Income from unconsolidated Fund presented in the consolidated statements of operations	$	453	$	183

___________________________________________________

(1)See Note 11 for our AOCI reconciliation.

(2)We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund.

Future Reclassifications from AOCI

At June 30, 2021, 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 interest rate swap payments are made is as follows:

	(In thousands)
Consolidated derivatives:
Losses to be reclassified from AOCI to Interest Expense	$	(70,905)

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

11.  Equity

Transactions

Six Months Ended June 30, 2021

During the six months ended June 30, 2021, (i) we acquired 7 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, and (ii) we acquired 3,548 OP Units for $105 thousand in cash.

Six Months Ended June 30, 2020

During the six months ended June 30, 2020, (i) we acquired 5 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, and (ii) we acquired 150 OP Units for $7 thousand in cash.

Noncontrolling Interests

Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. As of June 30, 2021, noncontrolling interests in our Operating Partnership owned 30.1 million OP Units and fully-vested LTIP Units, which represented approximately 15% of our Operating Partnership's total outstanding interests, and we owned 175.5 million OP Units (to match our 175.5 million shares of outstanding common stock).

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 acquire 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 acquisition, or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis. LTIP Units have been granted to our employees and non-employee directors as part of their compensation. These awards generally vest over a service period and once vested can generally be converted to OP Units provided our stock price increases by more than a specified hurdle.

Changes in our Ownership Interest in our Operating Partnership

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

	Six Months Ended June 30,
(In thousands)	2021		2020
Net income attributable to common stockholders	$	27,798	$	28,953
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests	111		90
Repurchase of OP Units from noncontrolling interests	(48)		(4)
Net transfers from noncontrolling interests	63		86
Change from net income attributable to common stockholders and transfers from noncontrolling interests	$	27,861	$	29,039

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

AOCI Reconciliation(1)

The table below presents a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges:

	Six Months Ended June 30,
(In thousands)	2021		2020
Beginning balance	$	(148,035)	$	(17,462)
Consolidated derivatives:
Other comprehensive income (loss) before reclassifications	44,219		(241,189)
Reclassification of loss from AOCI to Interest Expense	36,602		13,373
Unconsolidated Fund's derivatives (our share)(2):
Other comprehensive loss before reclassifications	(1)		(403)
Reclassification of loss (gain) from AOCI to Income from unconsolidated Fund	46		(35)
Net current period OCI	80,866		(228,254)
OCI attributable to noncontrolling interests	(26,176)		66,245
OCI attributable to common stockholders	54,690		(162,009)
Ending balance	$	(93,345)	$	(179,471)

___________________________________________________

(1)See Note 10 for the details of our derivatives and Note 13 for our derivative fair value disclosures.

(2)We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund.

Equity Compensation

On June 2, 2016, the Douglas Emmett 2016 Omnibus Stock Incentive Plan, as amended (the "2016 Plan"), became effective after receiving stockholder approval, superseding our prior plan, the Douglas Emmett 2006 Omnibus Stock Incentive Plan (the "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. The table below presents our stock-based compensation expense:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Stock-based compensation expense, net	$	2,347	$	2,812	$	5,041	$	5,753
Capitalized stock-based compensation	$	759	$	751	$	1,474	$	1,610

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

12. 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 non-forfeitable 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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator (In thousands):
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953
Allocation to participating securities: Unvested LTIP Units	(215)		(206)		(435)		(413)
Net income attributable to common stockholders - basic and diluted	$	15,982	$	1,824	$	27,363	$	28,540
Denominator (In thousands):
Weighted average shares of common stock outstanding - basic and diluted(1)	175,471		175,375		175,468		175,374
Net income per common share - basic and diluted	$	0.09	$	0.01	$	0.16	$	0.16

____________________________________________________

(1) Outstanding OP Units and vested LTIP Units are not included in the denominator in calculating diluted EPS, even though they may be exchanged under certain conditions for common stock on a one-for-one basis, because their associated net income (equal on a per unit basis to the Net income per common share - diluted) was already deducted in calculating Net income attributable to common stockholders. Accordingly, any exchange would not have any effect on diluted EPS. The table below presents the weighted average OP Units and vested LTIP Units outstanding for the respective periods:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2021	2020	2021	2020
OP Units	28,194	28,293	28,199	28,294
Vested LTIP Units	1,885	808	1,878	803

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

13. 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 June 30, 2021, 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 8 for the details of our secured notes payable. We estimate the fair value of our consolidated secured notes payable 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 includes any maturity extension options. The table below presents the estimated fair value and carrying value of our secured notes payable (excluding our revolving credit facility), the carrying value includes unamortized loan premium and excludes unamortized deferred loan fees:

(In thousands)	June 30, 2021		December 31, 2020
Fair value	$	4,970,685	$	4,719,462
Carrying value	$	5,006,362	$	4,706,979

Ground lease liability: See Note 4 for the details of our ground lease. We estimate the fair value of our ground lease liability by calculating the present value of the future lease payments disclosed in Note 4 using our incremental borrowing rate. The calculation incorporates observable market interest rates which we consider to be Level 2 inputs. The table below presents the estimated fair value and carrying value of our ground lease liability:

(In thousands)	June 30, 2021		December 31, 2020
Fair value	$	8,541	$	11,865
Carrying value	$	10,865	$	10,871

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Financial instruments measured at fair value

Derivative instruments: See Note 10 for the details of our derivatives. We present our derivatives in our consolidated balance sheets 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 non-performance risk. Our derivatives are not subject to master netting arrangements.  The table below presents the estimated fair value of our derivatives:

(In thousands)	June 30, 2021		December 31, 2020
Derivative Assets:
Fair value - consolidated derivatives(1)	$	303	$	—
Derivative Liabilities:
Fair value - consolidated derivatives(1)	$	132,854	$	214,016
Fair value - unconsolidated Fund's derivatives(2)	$	—	$	137

____________________________________________________

(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 sheets. The fair values exclude accrued interest which is included in interest payable in the consolidated balance sheets.

(2)    The amounts reflect 100%, not our pro-rata share, of our unconsolidated Fund's derivatives. Our pro-rata share of the amounts related to the unconsolidated Fund's derivatives is included in our Investment in unconsolidated Fund in our consolidated balance sheets.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

14. 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. The table below presents the operating activity of our reportable segments:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Office Segment
Total office revenues	$	191,926	$	176,989	$	378,569	$	396,878
Office expenses	(63,541)		(60,301)		(125,719)		(129,965)
Office segment profit	128,385		116,688		252,850		266,913
Multifamily Segment
Total multifamily revenues	33,080		30,807		62,732		62,268
Multifamily expenses	(9,251)		(8,856)		(18,562)		(18,212)
Multifamily segment profit	23,829		21,951		44,170		44,056
Total profit from all segments	$	152,214	$	138,639	$	297,020	$	310,969

The table below presents a reconciliation of the total profit from all segments to net income attributable to common stockholders:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Total profit from all segments	$	152,214	$	138,639	$	297,020	$	310,969
General and administrative expenses	(9,558)		(9,863)		(19,129)		(20,198)
Depreciation and amortization	(93,900)		(98,765)		(186,697)		(196,542)
Other income	1,329		325		1,680		2,314
Other expenses	(454)		(478)		(617)		(1,874)
Income (loss) from unconsolidated Fund	286		(140)		453		183
Interest expense	(35,935)		(35,190)		(71,140)		(70,610)
Net income (loss)	13,982		(5,472)		21,570		24,242
Less: Net loss attributable to noncontrolling interests	2,215		7,502		6,228		4,711
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

15. 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 from which we receive rent under ground leases. The table below presents the future minimum base rentals on our non-cancelable office tenant and ground leases for our consolidated properties at June 30, 2021:

Twelve months ending June 30:	(In thousands)
2022	$	631,454
2023	545,711
2024	439,075
2025	339,145
2026	255,188
Thereafter	676,260
Total future minimum base rentals(1)	$	2,886,833

___________________________________

(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 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 will not be exercised.

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

Tenant Receivables

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 office 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 six months ended June 30, 2021 and 2020, no tenant accounted for more than 10% of our total revenues.  See Note 2 for the details of our charges to revenue for uncollectible amounts for tenant receivables and deferred rent receivables.

Geographic Risk

All of our properties, including the properties of our consolidated JVs and unconsolidated Fund, 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.

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Douglas Emmett, Inc.

Notes to Consolidated Financial Statements (unaudited) (continued)

Swap Counterparty Credit Risk

We are 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. Our swap contracts do not provide for right of offset between derivative contracts. See Note 10 for the details of our interest rate contracts. We seek to minimize our credit risk by entering into agreements with a variety of counterparties with investment grade ratings.

Cash Balances

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 thirty-two buildings in our Consolidated Portfolio 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 June 30, 2021, the obligations to remove the asbestos from properties which are currently undergoing major renovations, or that we plan to renovate in the future, are not material to our consolidated financial statements. As of June 30, 2021, the obligations to remove the asbestos from our other properties have indeterminable settlement dates, and we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligations.

Contractual Commitments

Development Projects

In West Los Angeles, we are building a high-rise apartment building with 376 apartments. In downtown Honolulu, we are converting a 25 story, 490,000 square foot office tower into approximately 493 apartments in phases over a number of years as the office space is vacated. As of June 30, 2021, we had an aggregate remaining contractual commitment for these and other development projects of approximately $136.8 million.

Other Contractual Commitments

As of June 30, 2021, we had an aggregate remaining contractual commitment for repositionings, capital expenditure projects and tenant improvements of approximately $20.9 million.

Guarantees

As of June 30, 2021, our unconsolidated Fund, Partnership X, had $104.8 million floating-rate term loan outstanding. The loan matures on March 1, 2023 and carries interest at LIBOR + 1.40% (with a zero-percent LIBOR floor). The debt is secured by two properties. We have made certain environmental and other limited indemnities and guarantees covering customary non-recourse carve-outs for Partnership X's term loan, and Partnership X has agreed to indemnify us for any amounts that we would be required to pay under the term loan. As of June 30, 2021, all of the obligations under the related term loan agreement have been performed in accordance with its terms. See Note 6 for more information regarding Partnership X.

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

The following discussion should be read in conjunction with our Forward Looking Statements disclaimer, and our consolidated financial statements and related notes in Part I, Item 1 of this Report. During the six months ended June 30, 2021, our results of operations were impacted by the COVID-19 pandemic and transactions - see "Impacts of the COVID-19 Pandemic on our Business" and "Financings, Developments and Repositionings" further below.

Business Description

Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. Through our interest in our Operating Partnership and its subsidiaries, our consolidated JVs and our unconsolidated Fund, 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 market 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 June 30, 2021, our portfolio consisted of the following (including ancillary retail space):

	Consolidated Portfolio(1)	Total Portfolio(2)
Office
Class A Properties	69	71
Rentable Square Feet (in thousands)(3)	17,810	18,195
Leased rate	87.3%	87.3%
Occupancy rate	84.9%	84.8%
Multifamily
Properties	12	12
Units	4,335	4,335
Leased rate	99.4%	99.4%
Occupied rate	97.6%	97.6%

______________________________________________________________________

(1) Our Consolidated Portfolio includes the properties in our consolidated results. Through our subsidiaries, we wholly-own 53 office properties totaling 13.6 million square feet and 11 residential properties with 3,985 apartments. Through three consolidated JVs, we partially own 16 office properties totaling 4.2 million square feet and one residential property with 350 apartments. Our Consolidated Portfolio also includes two wholly-owned land parcels from which we receive ground rent from ground leases to the owners of a Class A office building and a hotel (the land parcels are not included in the number of Class A Properties).

(2) Our Total Portfolio includes our Consolidated Portfolio as well as two properties totaling 0.4 million square feet owned by our unconsolidated Fund, Partnership X. See Note 6 to our consolidated financial statements in Item 1 of this Report for more information about Partnership X.

(3) As of June 30, 2021, we removed approximately 274,000 Rentable Square Feet of vacant space at an office building that we are converting to residential apartments. See "Financings, Developments and Repositionings" further below.

Revenues by Segment and Location

During the six months ended June 30, 2021, revenues from our Consolidated Portfolio were derived as follows:

____

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Impacts of the COVID-19 Pandemic on our Business

Our buildings have remained open and available to our tenants throughout the pandemic. While improving, our rent collections continue to be negatively impacted by the pandemic and our markets' very tenant-oriented lease enforcement moratoriums, which remain considerably out of sync with other gateway markets. This quarter saw increased leasing activity compared with prior quarters.

Our Los Angeles submarkets are subject to unusually punitive ordinances prohibiting evictions and allowing rent deferral for residential, retail, and office tenants, regardless of financial distress. The ordinances cover our residential, retail and office tenants (with some carveouts for large tenants) and generally prohibit landlords not only from evicting tenants but also from imposing any late fees or interest and allow tenants to pay back the deferred rent over a certain period.

We wrote off certain tenant receivables and deferred rent receivables, and we continued to experience a significant decrease in our parking revenues due to lower utilization during the pandemic. For the three and six months ended June 30, 2021, charges for uncollectible tenant receivables and deferred rent receivables, which were primarily due to the COVID-19 pandemic, reduced our rental revenues and tenant recoveries by $0.8 million and $2.5 million, respectively. If we subsequently collect amounts that were previously written off, then the amounts collected will be recorded as an increase to our rental revenues and tenant recoveries. See "Revenue Recognition" in Note 2 to our consolidated financial statements in Item 1 of this Report. It is unclear how the COVID-19 pandemic will impact our future collections. During the six months ended June 30, 2021, we had lower variable expenses which partly offset the write-offs of tenant receivables and deferred rent receivables and the decrease in our parking revenues.

Despite record leasing volume for the three months ended June 30, 2021, our total office portfolio leased percentage declined by 0.4% to 87.3%. Our multifamily portfolio remains essentially fully leased at 99.4%.

Other considerations that could impact our future leasing, rent collections, and revenue include:

•How long the pandemic continues.

•Whether the local governments that have authorized rent deferrals in our markets modify or extend the deferral terms, or alternatively allow them to expire as written.

•Whether more tenants stop paying rent if the impact to their business worsens.

•How attendance in our buildings changes and impacts parking revenue or rent collection.

•How leasing activity and occupancy will evolve, including any long-term trends after the pandemic ends.

On the capital front, construction is continuing on our two large multifamily development projects. See "Developments" further below.

Overall, we expect the COVID-19 pandemic to continue to adversely impact many parts of our business, and those impacts have been, and will continue, to be material. For more information about the risks to our business, please see Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

32

Financings, Developments and Repositionings

Financings

During the first quarter of 2021:

◦We paid down the principal balance of our unconsolidated Fund's term loan by $5.25 million from $110.0 million to $104.75 million. See "Off-Balance Sheet Arrangements" further below.

◦Interest rate swaps which hedged the $580.0 million term interest-only loan of one of our consolidated JV's expired and were replaced by forward swaps executed in 2020. This reduced the term-loan swap-fixed rate from 2.37% to 2.17%.

During the second quarter of 2021:

◦We closed a secured, non-recourse $300.0 million interest-only term loan scheduled to mature in May 2028. The loan bears interest at LIBOR + 1.40%, which was effectively fixed through interest rate swaps at 2.21% until June 2026. The loan is secured by three office properties that were previously unencumbered. We used $175.0 million of the proceeds to pay off our revolving credit facility balance.

See Notes 8 and 10 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt and derivatives, respectively.

Developments

•Residential High-Rise Tower, Brentwood, California - "The Landmark"

In West Los Angeles, we are nearing completion of a 34-story high-rise apartment building with 376 apartments. The tower is being built on a site that is directly adjacent to an existing office building, a one acre park, and a 712 unit residential property, all of which we own. The cost to complete the project is approximately $40.0 million and we expect to begin delivering units during the fourth quarter of 2021.

•1132 Bishop Street, Honolulu, Hawaii - "The Residences at Bishop Place"

In downtown Honolulu, we are converting a 25-story, 490 thousand square foot office tower into 493 rental apartments. This project is helping to address the severe shortage of rental housing in Honolulu and revitalize the central business district, where we own a significant portion of the Class A office space.

As of June 30, 2021, we had delivered and leased 174 units, and the conversion will continue in phases through 2025 as the remaining office space is vacated. In select cases, we may relocate tenants to our other office buildings in Honolulu, although we do not have enough vacancy to accommodate all of them. Currently, the estimate to deliver the remaining 319 units is approximately $60.0 million, though the ultimate cost will depend on construction timing and costs over the next few years.

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. In addition, we may reposition properties already in our portfolio. 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. During the repositioning, the affected property may display depressed rental revenue and occupancy levels that impact our results and, therefore, comparisons of our performance from period to period.

33

Rental Rate Trends - Total Portfolio

Office Rental Rates

Our office rental rates for 2020 and the six months ended June 30, 2021 were adversely impacted by the COVID-19 pandemic, although these declines were partly offset by lower tenant improvements.

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 during the respective periods:

	Six Months Ended	Year Ended December 31,
	June 30, 2021	2020	2019	2018	2017
Average straight-line rental rate(1)(2)	$44.64	$45.26	$49.65	$48.77	$44.48
Annualized lease transaction costs(3)	$4.36	$5.11	$6.02	$5.80	$5.68

___________________________________________________

(1)These average rental rates are not directly comparable from year to year because the averages are 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. Because straight-line rent takes into account the full economic value during the full term 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.

(2)Reflects the weighted average straight-line Annualized Rent.

(3)Reflects the weighted average leasing commissions and tenant improvement allowances divided by the weighted average number of years for the leases. Excludes leases substantially negotiated by the seller in the case of acquired properties and leases for tenants relocated from space at the landlord's request.

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:

	Six Months Ended June 30, 2021
Rent Roll(1)(2)	Expiring Rate(2)	New/Renewal Rate(2)	Percentage Change
Cash Rent	$46.49	$43.01	(7.5)%
Straight-line Rent	$42.08	$44.64	6.1%

___________________________________________________

(1)Represents the average annual initial stabilized cash and straight-line rents per square foot on new and renewed leases signed during the quarter compared to the prior leases for the same space. Excludes leases with a term of twelve months or less, leases where the prior lease was terminated more than a year before signing of the new lease, leases for tenants relocated at the landlord's request, leases in acquired buildings where we believe the information about the prior agreement is incomplete or where we believe the base rent reflects other off-market inducements to the tenant, and other non-comparable leases.

(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.

34

Multifamily Rental Rates

Our multifamily rental rates in 2020 and the six months ended June 30, 2021 were adversely impacted by the COVID-19 pandemic.

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

	Six Months Ended	Year Ended December 31,
	June 30, 2021	2020	2019	2018	2017
Average annual rental rate - new tenants(1)	$28,044	$28,416	$28,350	$27,542	$28,501

_____________________________________________________

(1)    These average rental rates are not directly comparable from year to year because of changes in the properties and units included. For example: (i) the average for 2018 decreased from 2017 because we added a significant number of units at our Moanalua Hillside Apartments development in Honolulu, where the rental rates are lower than the average in our portfolio, and (ii) the average for 2019 increased from 2018 because we acquired The Glendon where higher rental rates offset the effect of adding additional units at our Moanalua Hillside Apartments development.

Multifamily Rent Roll

The rent on leases subject to rent change during the six months ended June 30, 2021 (new tenants and existing tenants undergoing annual rent review) was 0.2% higher on average than the prior rent on the same unit.

Occupancy Rates - Total Portfolio

Our office occupancy rates for 2020 and the six months ended June 30, 2021 were adversely impacted by the COVID-19 pandemic. Our multifamily occupancy rates for 2020 were adversely impacted by the COVID-19 pandemic but have improved in the six months ended June 30, 2021.

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

		December 31,
Occupancy Rates(1) as of:	June 30, 2021	2020	2019	2018	2017
Office portfolio	84.8%	87.4%	91.4%	90.3%	89.8%
Multifamily portfolio(2)	97.6%	94.2%	95.2%	97.0%	96.4%

	Six Months Ended	Year Ended December 31,
Average Occupancy Rates(1)(3):	June 30, 2021	2020	2019	2018	2017
Office portfolio	86.2%	89.5%	90.7%	89.4%	89.5%
Multifamily portfolio(2)	96.1%	94.2%	96.5%	96.6%	97.2%

___________________________________________________

(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)The Occupancy Rate for our multifamily portfolio was impacted by our acquisition of The Glendon property in 2019, and new units at our Moanalua Hillside Apartments development in Honolulu in 2019 and 2018.

(3)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.

35

Office Lease Expirations

As of June 30, 2021, assuming non-exercise of renewal options and early termination rights, we expect to see expiring square footage in our total office portfolio as follows:

____________________________________________________

(1) Average of the percentage of leases at June 30, 2018, 2019, and 2020 with the same remaining duration as the leases for the labeled year had at June 30, 2021. Acquisitions are included in the prior year average commencing in the quarter after the acquisition.

36

Results of Operations

Comparison of three months ended June 30, 2021 to three months ended June 30, 2020

Our results in both periods were adversely affected by the COVID-19 pandemic. The current period generally compares favorably with the comparable period due to the gradual recovery and lower write-offs of uncollectible receivables.

	Three Months Ended June 30,				Favorable (Unfavorable)
	2021		2020		Change		%		Commentary
	(In thousands)
Revenues
Office rental revenue and tenant recoveries	$	173,757	$	158,813	$	14,944	9.4	%	The increase was primarily due to better collections and a decrease in write-offs of uncollectible receivables and in an increase in tenant recoveries. This was partly offset by a decrease in rental revenues due to a decrease in occupancy and lower accretion from below-market leases.
Office parking and other income	$	18,169	$	18,176	$	(7)	—	%	The decrease was primarily due to a decrease in other income, partly offset by an increase in parking income.
Multifamily revenue	$	33,080	$	30,807	$	2,273	7.4	%	The increase was primarily due to rental revenues from new units at our Bishop Place development project in Hawaii, and an increase in rental revenues at our other residential properties due to an increase in occupancy and better collections.
Operating expenses
Office rental expenses	$	63,541	$	60,301	$	(3,240)	(5.4)	%	The increase was primarily due to an increase in insurance expense, property taxes and utility expenses.
Multifamily rental expenses	$	9,251	$	8,856	$	(395)	(4.5)	%	The increase was primarily due to an increase in insurance expense, property taxes, and rental expenses from our new units at our Bishop Place development project in Hawaii.
General and administrative expenses	$	9,558	$	9,863	$	305	3.1	%	The decrease was primarily due to a decrease in personnel expenses.
Depreciation and amortization	$	93,900	$	98,765	$	4,865	4.9	%	The expense was higher in the second quarter of 2020 due to accelerated depreciation for an office building in Honolulu that we are converting to a residential building.
Non-Operating Income and Expenses
Other income	$	1,329	$	325	$	1,004	308.9	%	The increase was primarily due to recoveries of transaction fees.
Other expenses	$	(454)	$	(478)	$	24	5.0	%	The decrease was due to the elimination of expenses from a health club in Honolulu that we closed permanently in the fourth quarter of 2020, partly offset by higher transaction expenses.
Income (loss) from unconsolidated Fund	$	286	$	(140)	$	426	304.3	%	The increase was due to an increase in the net income of Partnership X, which was primarily due to a decrease in write-offs of uncollectible receivables.
Interest expense	$	(35,935)	$	(35,190)	$	(745)	(2.1)	%	The increase was primarily due to an increase in debt and lower debt premium accretion, partly offset by a decrease in loan costs and an increase in interest capitalized related to development activity.

37

Comparison of six months ended June 30, 2021 to six months ended June 30, 2020

Our comparison of results was adversely impacted by the COVID-19 pandemic. Despite a gradual recovery and significantly lower write-offs during the current six month period, the first three months of the prior period results were largely unaffected by the COVID-19 pandemic.

	Six Months Ended June 30,				Favorable (Unfavorable)
	2021		2020		Change		%		Commentary
	(In thousands)
Revenues
Office rental revenue and tenant recoveries	$	341,936	$	344,640	$	(2,704)	(0.8)	%	The decrease was primarily due to (i) a decrease in rental revenues due to lower occupancy and a decrease in accretion from below-market leases, and (ii) a decrease in tenant recoveries due to lower recoverable operating expenses. The decrease was partly offset by better collections and a decrease in write-offs of uncollectible receivables.
Office parking and other income	$	36,633	$	52,238	$	(15,605)	(29.9)	%	The decrease was primarily due to a decrease in parking activity.
Multifamily revenue	$	62,732	$	62,268	$	464	0.7	%	The increase was primarily due to rental revenues from new units at our Bishop Place development project in Hawaii, partly offset by a decrease in revenues from our other properties due to lower collections.
Operating expenses
Office rental expenses	$	125,719	$	129,965	$	4,246	3.3	%	The decrease was primarily due to a decrease in parking, janitorial and utility expenses, which were all due to lower tenant utilization. The decrease in those expenses was partly offset by an increase in insurance expense and property taxes.
Multifamily rental expenses	$	18,562	$	18,212	$	(350)	(1.9)	%	The increase was primarily due to rental expenses from our new units at our Bishop Place development project in Hawaii, and an increase in expenses at our other residential properties. The increase in expenses at our other properties was due to an in increase in insurance expense and property taxes, which was partly offset by a decrease in personnel expenses, scheduled services expenses and repairs and maintenance expenses .
General and administrative expenses	$	19,129	$	20,198	$	1,069	5.3	%	The decrease was primarily due to a decrease in personnel expenses.
Depreciation and amortization	$	186,697	$	196,542	$	9,845	5.0	%	The expense was higher in the second quarter of 2020 due to accelerated depreciation for an office building in Honolulu that we are converting to a residential building.
Non-Operating Income and Expenses
Other income	$	1,680	$	2,314	$	(634)	(27.4)	%	The decrease was primarily due to (i) revenues included during the six months ended June 30, 2020 from a health club in Honolulu that we closed permanently in the fourth quarter of 2020, and (ii) a decrease in interest income, partly offset by (iii) recoveries of transaction fees.

38

	Six Months Ended June 30,				Favorable (Unfavorable)
	2021		2020		Change		%		Commentary
	(In thousands)
Other expenses	$	(617)	$	(1,874)	$	1,257	67.1	%	The decrease was primarily due to (i) expenses during the six months ended June 30, 2020 for the health club in Honolulu that we closed, partly offset by (ii) higher transaction expenses in the current period.
Income from unconsolidated Fund	$	453	$	183	$	270	147.5	%	The increase was due to an increase in the net income of Partnership X, which was primarily due to a decrease in write-offs of uncollectible receivables.
Interest expense	$	(71,140)	$	(70,610)	$	(530)	(0.8)	%	The increase was primarily due to an increase in debt and lower debt premium accretion, partly offset by a decrease in loan costs and an increase in interest capitalized related to development activity.

39

Non-GAAP Supplemental Financial Measure: FFO

Usefulness to Investors

We report FFO because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to identify the impact of trends in occupancy rates, rental rates and operating costs from year to year, excluding impacts from changes in the value of our real estate, and to compare our performance with other REITs. FFO is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. FFO has limitations as a measure of our performance because it excludes depreciation and amortization of real estate, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. 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. See "Results of Operations" above for a discussion of the items that impacted our net income.

Comparison of three months ended June 30, 2021 to three months ended June 30, 2020

For the three months ended June 30, 2021, FFO increased by $12.1 million, or 14.3%, to $96.5 million, compared to $84.4 million for the three months ended June 30, 2020. The increase was primarily due to (i) an increase in revenues from our office portfolio due to higher collections and lower write-offs of uncollectible receivables and an increase in tenant recoveries, and (ii) an increase in revenues from our residential portfolio due to higher occupancy and better collections.

Comparison of six months ended June 30, 2021 to six months ended June 30, 2020

For the six months ended June 30, 2021, FFO decreased by $9.8 million, or 5.0%, to $186.5 million, compared to $196.3 million for the six months ended June 30, 2020. The decrease was primarily due to a decrease in parking income as a result of lower parking activity due to the COVID-19 pandemic.

Reconciliation to GAAP

The table below reconciles our FFO (the FFO attributable to our common stockholders and noncontrolling interests in our Operating Partnership - which includes our share of our consolidated JVs and our unconsolidated Fund's FFO) to net income attributable to common stockholders (the most directly comparable GAAP measure):

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953
Depreciation and amortization of real estate assets	93,900		98,765		186,697		196,542
Net loss attributable to noncontrolling interests	(2,215)		(7,502)		(6,228)		(4,711)
Adjustments attributable to unconsolidated Fund(1)	692		696		1,400		1,350
Adjustments attributable to consolidated JVs(2)	(12,061)		(9,581)		(23,217)		(25,844)
FFO	$	96,513	$	84,408	$	186,450	$	196,290

_______________________________________________

(1)Adjusts for our share of Partnership X's depreciation and amortization of real estate assets.

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

40

Non-GAAP Supplemental Financial Measure: Same Property NOI

Usefulness to Investors

We report Same Property NOI to facilitate a comparison of our operations between reported periods. Many investors use Same Property NOI to evaluate our operating performance and to compare our operating performance with other REITs, because it can reduce the impact of investing transactions on operating trends. Same Property NOI is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure.  We report Same Property NOI because it is a widely recognized measure of the performance of equity REITs, and is used by some investors to identify trends in occupancy rates, rental rates and operating costs and to compare our operating performance with that of other REITs.  Same Property NOI has limitations as a measure of our performance because it excludes depreciation and amortization expense, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. Other REITs may not calculate Same Property NOI in the same manner. As a result, our Same Property NOI may not be comparable to the Same Property NOI of other REITs. Same Property NOI should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.

Comparison of three months ended June 30, 2021 to three months ended June 30, 2020

Our Same Properties for 2021 included 67 office properties, aggregating 17.6 million Rentable Square Feet, and 10 multifamily properties with an aggregate 3,449 units. The amounts presented reflect 100% (not our pro-rata share).

	Three Months Ended June 30,				Favorable (Unfavorable)
	2021		2020		Change		%		Commentary
	(In thousands)
Office revenues	$	190,590	$	173,313	$	17,277	10.0	%	The increase was primarily due to (i) better collections and a decrease in write-offs of uncollectible receivables, (ii) an increase in tenant recoveries, and (iii) an increase in parking income. This was partly offset by a decrease in rental revenues due to a decrease in occupancy and lower accretion from below-market leases.
Office expenses	(61,677)		(58,296)		(3,381)		(5.8)	%	The increase was primarily due to an increase in insurance, property taxes and utilities.
Office NOI	128,913		115,017		13,896		12.1	%
Multifamily revenues	25,658		24,699		959		3.9	%	The increase was primarily due to an increase in rental revenues due to an increase in occupancy and better collections.
Multifamily expenses	(7,805)		(7,515)		(290)		(3.9)	%	The increase was primarily due to an increase in insurance, personnel expenses and property taxes, which was partly offset by a decrease in scheduled services and repairs and maintenance.
Multifamily NOI	17,853		17,184		669		3.9	%
Total NOI	$	146,766	$	132,201	$	14,565	11.0	%

41

Reconciliation to GAAP

The table below presents a reconciliation of our Same Property NOI to net income attributable to common stockholders:

	Three Months Ended June 30,
(In thousands)	2021		2020
Same Property NOI	$	146,766	$	132,201
Non-comparable office revenues	1,336		3,676
Non-comparable office expenses	(1,864)		(2,005)
Non-comparable multifamily revenues	7,422		6,108
Non-comparable multifamily expenses	(1,446)		(1,341)
NOI	152,214		138,639
General and administrative expenses	(9,558)		(9,863)
Depreciation and amortization	(93,900)		(98,765)
Operating income	48,756		30,011
Other income	1,329		325
Other expenses	(454)		(478)
Income (loss) from unconsolidated Fund	286		(140)
Interest expense	(35,935)		(35,190)
Net income (loss)	13,982		(5,472)
Less: Net loss attributable to noncontrolling interests	2,215		7,502
Net income attributable to common stockholders	$	16,197	$	2,030

42

Comparison of six months ended June 30, 2021 to six months ended June 30, 2020

Our Same Properties for 2021 included 67 office properties, aggregating 17.6 million Rentable Square Feet, and 10 multifamily properties with an aggregate 3,449 units. The amounts presented include 100% (not our pro-rata share). Our Same Property comparison of results was adversely impacted by the COVID-19 pandemic. Despite a gradual recovery and significantly lower write-offs during the current six month period, the first three months of the prior period results were largely unaffected by the COVID-19 pandemic.

	Six Months Ended June 30,				Favorable (Unfavorable)
	2021		2020		Change		%	Commentary
	(In thousands)
Office revenues	$	374,121	$	388,931	$	(14,810)	(3.8)%	The decrease was primarily due to (i) a decrease in parking income due to lower parking activity, and (ii) a decrease in tenant recoveries due to lower recoverable operating expenses, partly offset by an increase in rental revenues due to better collections and lower write-offs of uncollectible receivables.
Office expenses	(122,139)		(125,821)		3,682		2.9%	The decrease was primarily due to a decrease in parking, janitorial and utility expenses, which were all due to lower tenant utilization. The decrease in those expenses was partly offset by an increase in insurance expenses and property taxes.
Office NOI	251,982		263,110		(11,128)		(4.2)%
Multifamily revenues	50,601		51,413		(812)		(1.6)%	The decrease was primarily due to a decrease in rental revenues due to lower rental rates and collections.
Multifamily expenses	(15,565)		(15,299)		(266)		(1.7)%	The increase was primarily due to an increase in insurance expenses and property taxes, partly offset by a decrease in legal fees, repairs and maintenance and scheduled services expenses.
Multifamily NOI	35,036		36,114		(1,078)		(3.0)%
Total NOI	$	287,018	$	299,224	$	(12,206)	(4.1)%

43

Reconciliation to GAAP

The table below presents a reconciliation of our Same Property NOI to net income attributable to common stockholders:

	Six Months Ended June 30,
(In thousands)	2021		2020
Same Property NOI	$	287,018	$	299,224
Non-comparable office revenues	4,448		7,947
Non-comparable office expenses	(3,580)		(4,144)
Non-comparable multifamily revenues	12,131		10,855
Non-comparable multifamily expenses	(2,997)		(2,913)
NOI	297,020		310,969
General and administrative expenses	(19,129)		(20,198)
Depreciation and amortization	(186,697)		(196,542)
Operating income	91,194		94,229
Other income	1,680		2,314
Other expenses	(617)		(1,874)
Income from unconsolidated Fund	453		183
Interest expense	(71,140)		(70,610)
Net income	21,570		24,242
Less: Net loss attributable to noncontrolling interests	6,228		4,711
Net income attributable to common stockholders	$	27,798	$	28,953

Liquidity and Capital Resources

Short-term liquidity

During the six months ended June 30, 2021, we generated cash from operations of $221.8 million. As of June 30, 2021, we had $330.9 million of cash and cash equivalents, and we had no balance outstanding on our $400.0 million revolving credit facility. Our earliest debt maturity is February 28, 2023. Excluding acquisitions, development projects and debt refinancings, we expect to meet our short-term liquidity requirements through cash on hand, cash generated by operations and our revolving credit facility. See Note 8 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt.

Long-term liquidity

Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, development projects and debt refinancings. We do not expect to have sufficient funds on hand to cover these long-term cash requirements due to the requirement to distribute at least 90% of our income on an annual basis imposed by REIT federal tax rules. 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, as well as property dispositions and JV transactions. We have an ATM program which would allow us, subject to market conditions, to sell up to $400.0 million of shares of common stock.

We only use property level, non-recourse debt. As of June 30, 2021, approximately 46% of our total office portfolio is unencumbered. To mitigate the impact of changing interest rates on our cash flows from operations, 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 8 and 10 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt and derivative contracts, respectively.  

44

Certain Contractual Obligations

See the following notes to our consolidated financial statements in Item 1 of this Report for information regarding our contractual commitments:

•Note 4 - minimum future ground lease payments;

•Note 8 - minimum future principal payments for our secured notes payable and revolving credit facility, and the interest rates that determine our future periodic interest payments; and

•Note 16 - contractual commitments.

Off-Balance Sheet Arrangements

Debt

Our Fund, Partnership X, has its 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 that loan. Partnership X has agreed to indemnify us for any amounts that we would be required to pay under this agreement. As of June 30, 2021, all of the obligations under the loan agreement have been performed in accordance with its terms. See Note 16 to our consolidated financial statements in Item 1 of this Report for more information about Partnership X.

Cash Flows

Comparison of six months ended June 30, 2021 to six months ended June 30, 2020

Our comparison of results was adversely impacted by the COVID-19 pandemic. Despite a gradual recovery and significantly lower write-offs during the current six month period, the first three months of the prior period results were largely unaffected by the COVID-19 pandemic.

	Six Months Ended June 30,				Increase (Decrease) In Cash
	2021		2020				%
	(In thousands)
Net cash provided by operating activities(1)	$	221,838	$	236,809	$	(14,971)	(6.3)	%
Net cash used in investing activities(2)	$	(158,161)	$	(129,959)	$	(28,202)	(21.7)	%
Net cash provided by (used in) financing activities(3)	$	94,872	$	(84,140)	$	179,012	212.8	%

________________________________________________________________________

(1)    Our cash flows from operating activities are primarily dependent upon the occupancy and rental rates of our portfolio, the collectibility of tenant receivables, the level of our operating and general and administrative expenses, and interest expense.  The decrease in cash from operating activities was primarily due to the decrease in the operating income from our office portfolio (office revenues less office rental expenses). The decrease in the operating income from our office portfolio was primarily due to a decrease in parking income due to a decrease in parking activity as a result of the COVID-19 pandemic.

(2)    Our cash flows from investing activities is generally used to fund property acquisitions, developments and redevelopment projects, and Recurring and non-Recurring Capital Expenditures. The decrease in cash from investing activities was primarily due to an increase in capital expenditures for developments of $52.1 million and insurance recoveries for damage to real estate in 2020 of $2.7 million, partly offset by a decrease in capital expenditures for improvements to real estate of $20.3 million and the acquisition of an additional interest in our fund in 2020 for $6.6 million.

(3)    Our cash flows from 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 increase in cash from financing activities was primarily due to an increase in net borrowings of $175.0 million and a decrease in distributions paid to noncontrolling interests of $4.3 million.

45

Critical Accounting Policies

We have not made any changes to our critical accounting policies disclosed in our 2020 Annual Report on Form 10-K. 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 US 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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

We use interest rate swaps to hedge interest rate risk related to our floating rate borrowings. However, our use of these instruments exposes 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 financial counterparties with investment grade ratings. See Notes 8 and 10 to our consolidated financial statements in Item 1 of this Report for more information regarding our debt and interest rate swaps. As of June 30, 2021, we had no consolidated floating rate debt outstanding.

Market Transition to SOFR from USD-LIBOR

In July 2017, the Financial Conduct Authority ("FCA" - the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after December 31, 2021. As a result, the Federal Reserve Board ("FRB") and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee ("ARRC"), which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry-wide and company-specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR.

The administrator of LIBOR has proposed stopping publication of the one-week and two-month USD-LIBOR settings after December 31, 2021, and the remaining USD LIBOR settings (i.e., the overnight and the one- , three-, six- and 12- month settings) after June 30, 2023. After the announcement, the FCA, FRB and other regulators issued statements encouraging banks to cease entering into new contracts referencing USD-LIBOR as soon as practicable, but no later than December 31, 2021, to facilitate an orderly transition from USD-LIBOR.

Our floating rate borrowings and interest rate swaps are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks in connection with transitioning contracts to a new alternative rate - which include: (i) loan interest payments, (ii) amounts received and paid on interest rate swaps, and (iii) the value of loans or derivative instruments. While we currently expect USD-LIBOR to be available in substantially its current form until at least June 30, 2023, it is possible that USD-LIBOR will become unavailable prior to that time. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and potentially magnified.

Item 4.  Controls and Procedures

As of June 30, 2021, 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 June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

46

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

We are not aware of any 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, 2020.

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
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	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL 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.

47

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:	August 6, 2021	By:	/s/ JORDAN L. KAPLAN
			Jordan L. Kaplan
			President and CEO
Date:	August 6, 2021	By:	/s/ PETER D. SEYMOUR
			Peter D. Seymour
			CFO

48

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:	August 6, 2021	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, Peter D. Seymour, 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:	August 6, 2021	By:	/s/ PETER D. SEYMOUR
			Peter D. Seymour
			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 June 30, 2021 (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:	August 6, 2021	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 June 30, 2021 (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:	August 6, 2021	By:	/s/ PETER D. SEYMOUR
			Peter D. Seymour
			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.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Jul. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-33106
Entity Registrant Name	Douglas Emmett, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-3073047
Entity Address, Address Line One	1299 Ocean Avenue
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90401
City Area Code	310
Local Phone Number	255-7700
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	DEI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		175,472,472
Entity Central Index Key	0001364250
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets
Investment in real estate, gross	$ 11,799,021	$ 11,678,638
Less: accumulated depreciation and amortization	(2,961,307)	(2,816,193)
Investment in real estate, net	8,837,714	8,862,445
Ground lease right-of-use asset	7,468	7,472
Cash and cash equivalents	330,934	172,385
Tenant receivables	15,622	18,226
Deferred rent receivables	117,094	116,199
Acquired lease intangible assets, net	4,628	5,141
Interest rate contract assets	303	0
Investment in unconsolidated Fund	47,107	47,374
Other assets	12,484	21,583
Total Assets	9,373,354	9,250,825
Liabilities
Secured notes payable and revolving credit facility, net	4,969,659	4,744,967
Ground lease liability	10,865	10,871
Interest payable, accounts payable and deferred revenue	149,245	144,344
Security deposits	53,254	56,247
Acquired lease intangible liabilities, net	29,204	35,223
Interest rate contract liabilities	132,854	214,016
Dividends payable	49,141	49,138
Total liabilities	5,394,222	5,254,806
Douglas Emmett, Inc. stockholders' equity:
Common Stock, $0.01 par value, 750,000,000 authorized, 175,470,767 and 175,463,887 outstanding at June 30, 2021 and December 31, 2020, respectively	1,755	1,755
Additional paid-in capital	3,487,950	3,487,887
Accumulated other comprehensive loss	(93,345)	(148,035)
Accumulated deficit	(974,982)	(904,516)
Total Douglas Emmett, Inc. stockholders' equity	2,421,378	2,437,091
Noncontrolling interests	1,557,754	1,558,928
Total equity	3,979,132	3,996,019
Total Liabilities and Equity	$ 9,373,354	$ 9,250,825

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	750,000,000	750,000,000
Common stock, outstanding (in shares)	175,470,767	175,463,887

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues
Revenues	$ 225,006	$ 207,796	$ 441,301	$ 459,146
Operating Expenses
General and administrative expenses	9,558	9,863	19,129	20,198
Depreciation and amortization	93,900	98,765	186,697	196,542
Total operating expenses	176,250	177,785	350,107	364,917
Other income	1,329	325	1,680	2,314
Other expenses	(454)	(478)	(617)	(1,874)
Income (Loss) from unconsolidated Fund	286	(140)	453	183
Interest expense	(35,935)	(35,190)	(71,140)	(70,610)
Net income (loss)	13,982	(5,472)	21,570	24,242
Less: Net loss attributable to noncontrolling interests	2,215	7,502	6,228	4,711
Net income attributable to common stockholders	$ 16,197	$ 2,030	$ 27,798	$ 28,953
Earnings per share, basic (in dollars per share)	$ 0.09	$ 0.01	$ 0.16	$ 0.16
Earnings per share, diluted (in dollars per share)	$ 0.09	$ 0.01	$ 0.16	$ 0.16
Office rental
Revenues
Revenues	$ 191,926	$ 176,989	$ 378,569	$ 396,878
Operating Expenses
Expenses	63,541	60,301	125,719	129,965
Office rental | Rental revenues and tenant recoveries
Revenues
Revenues	173,757	158,813	341,936	344,640
Office rental | Parking and other income
Revenues
Revenues	18,169	18,176	36,633	52,238
Multifamily rental
Revenues
Revenues	33,080	30,807	62,732	62,268
Operating Expenses
Expenses	9,251	8,856	18,562	18,212
Multifamily rental | Parking and other income
Revenues
Revenues	5,108	4,935	7,677	7,310
Multifamily rental | Rental revenues
Revenues
Revenues	$ 27,972	$ 25,872	$ 55,055	$ 54,958

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 13,982	$ (5,472)	$ 21,570	$ 24,242
Other comprehensive income (loss): cash flow hedges	4,397	(20,795)	80,866	(228,254)
Comprehensive income (loss)	18,379	(26,267)	102,436	(204,012)
Less: Comprehensive (income) loss attributable to noncontrolling interests	1,805	14,698	(19,948)	70,956
Comprehensive income (loss) attributable to common stockholders	$ 20,184	$ (11,569)	$ 82,488	$ (133,056)

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Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	AOCI	Accumulated Deficit	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2019		175,370,000
Stockholders' Equity [Roll Forward]
Exchange of OP units for common stock (in shares)	5,000	5,000
Ending balance (in shares) at Jun. 30, 2020		175,375,000
Beginning balance at Dec. 31, 2019	$ 4,370,934	$ 1,754	$ 3,486,356	$ (17,462)	$ (758,576)	$ 1,658,862
Stockholders' Equity [Roll Forward]
Exchange of OP Units for common stock			90			(90)
Repurchase of OP Units with cash	(7)		(4)			(3)
Cash flow hedge adjustments	(228,254)			(162,009)		(66,245)
Net income attributable to common stockholders	24,242				28,953	(4,711)
Dividends	(98,125)				(98,125)
Distributions	(31,814)					(31,814)
Stock-based compensation	7,363					7,363
Ending balance at Jun. 30, 2020	$ 4,044,339	$ 1,754	3,486,442	(179,471)	(827,748)	1,563,362
Stockholders' Equity [Roll Forward]
Dividends declared per common share (in usd per share)	$ 0.56
Beginning balance (in shares) at Mar. 31, 2020		175,375,000
Ending balance (in shares) at Jun. 30, 2020		175,375,000
Beginning balance at Mar. 31, 2020	$ 4,129,707	$ 1,754	3,486,442	(165,872)	(780,562)	1,587,945
Stockholders' Equity [Roll Forward]
Cash flow hedge adjustments	(20,795)			(13,599)		(7,196)
Net income attributable to common stockholders	(5,472)				2,030	(7,502)
Dividends	(49,216)				(49,216)
Distributions	(13,448)					(13,448)
Stock-based compensation	3,563					3,563
Ending balance at Jun. 30, 2020	$ 4,044,339	$ 1,754	3,486,442	(179,471)	(827,748)	1,563,362
Stockholders' Equity [Roll Forward]
Dividends declared per common share (in usd per share)	$ 0.28
Beginning balance (in shares) at Dec. 31, 2020	175,463,887	175,464,000
Stockholders' Equity [Roll Forward]
Exchange of OP units for common stock (in shares)	7,000	7,000
Ending balance (in shares) at Jun. 30, 2021	175,470,767	175,471,000
Beginning balance at Dec. 31, 2020	$ 3,996,019	$ 1,755	3,487,887	(148,035)	(904,516)	1,558,928
Stockholders' Equity [Roll Forward]
Exchange of OP Units for common stock			111			(111)
Repurchase of OP Units with cash	(105)		(48)			(57)
Cash flow hedge adjustments	80,866			54,690		26,176
Net income attributable to common stockholders	21,570				27,798	(6,228)
Dividends	(98,264)				(98,264)
Distributions	(27,469)					(27,469)
Stock-based compensation	6,515					6,515
Ending balance at Jun. 30, 2021	$ 3,979,132	$ 1,755	3,487,950	(93,345)	(974,982)	1,557,754
Stockholders' Equity [Roll Forward]
Dividends declared per common share (in usd per share)	$ 0.56
Beginning balance (in shares) at Mar. 31, 2021		175,471,000
Ending balance (in shares) at Jun. 30, 2021	175,470,767	175,471,000
Beginning balance at Mar. 31, 2021	$ 4,020,525	$ 1,755	3,487,948	(97,332)	(942,046)	1,570,200
Stockholders' Equity [Roll Forward]
Exchange of OP Units for common stock			2			(2)
Cash flow hedge adjustments	4,397			3,987		410
Net income attributable to common stockholders	13,982				16,197	(2,215)
Dividends	(49,133)				(49,133)
Distributions	(13,745)					(13,745)
Stock-based compensation	3,106					3,106
Ending balance at Jun. 30, 2021	$ 3,979,132	$ 1,755	$ 3,487,950	$ (93,345)	$ (974,982)	$ 1,557,754
Stockholders' Equity [Roll Forward]
Dividends declared per common share (in usd per share)	$ 0.28

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Operating Activities
Net income (loss)	$ 13,982	$ (5,472)	$ 21,570	$ 24,242
Adjustments to reconcile net income to net cash provided by operating activities:
Income from unconsolidated Fund	(286)	140	(453)	(183)
Depreciation and amortization	93,900	98,765	186,697	196,542
Net accretion of acquired lease intangibles	(2,391)	(4,315)	(5,505)	(8,571)
Straight-line rent			(894)	16,758
Loan premium amortized and written off			(228)	(2,043)
Deferred loan costs amortized and written off			4,192	3,791
Amortization of stock-based compensation	2,347	2,812	5,041	5,753
Operating distributions from unconsolidated Fund			450	394
Change in working capital components:
Tenant receivables			2,604	(11,694)
Interest payable, accounts payable and deferred revenue			2,439	9,811
Security deposits			(2,993)	(2,504)
Other assets			8,918	4,513
Net cash provided by operating activities			221,838	236,809
Investing Activities
Capital expenditures for improvements to real estate			(53,862)	(74,151)
Capital expenditures for developments			(105,852)	(53,780)
Insurance recoveries for damage to real estate			1,297	4,015
Acquisition of additional interests in unconsolidated Fund			0	(6,591)
Capital distributions from unconsolidated Fund			256	548
Net cash used in investing activities			(158,161)	(129,959)
Financing Activities
Proceeds from borrowings			420,000	544,000
Repayment of borrowings			(195,389)	(494,372)
Loan cost payments			(3,904)	(3,824)
Distributions paid to noncontrolling interests			(27,469)	(31,814)
Dividends paid to common stockholders			(98,261)	(98,123)
Repurchase of OP Units			(105)	(7)
Net cash provided by (used in) financing activities			94,872	(84,140)
Increase in cash and cash equivalents and restricted cash			158,549	22,710
Cash and cash equivalents and restricted cash - beginning balance			172,517	153,804
Cash and cash equivalents and restricted cash - ending balance	331,066	176,514	331,066	176,514
Cash and cash equivalents	330,934	176,393	330,934	176,393
Restricted cash	132	121	132	121
Operating Activities
Cash paid for interest, net of capitalized interest			67,215	68,837
Capitalized interest paid			3,846	1,992
Non-cash Investing Transactions
Accrual for real estate and development capital expenditures			38,684	31,400
Capitalized stock-based compensation for improvements to real estate and developments	759	751	1,474	1,610
Removal of fully depreciated and amortized tenant improvements and lease intangibles			41,419	32,305
Removal of fully amortized acquired lease intangible assets			112	175
Removal of fully accreted acquired lease intangible liabilities			11,097	3,604
Non-cash Financing Transactions
Loss recorded in AOCI - derivatives			44,219	(241,189)
Dividends declared	$ 49,133	$ 49,216	98,264	98,125
Exchange of OP Units for common stock			111	90
Unconsolidated Funds
Non-cash Financing Transactions
Loss recorded in AOCI - derivatives			$ (1)	$ (403)

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Overview

6 Months Ended

Jun. 30, 2021

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. Through our interest in our Operating Partnership and its subsidiaries, consolidated JVs and unconsolidated Fund, we focus on owning, acquiring, developing and managing a substantial market share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. The terms "us," "we" and "our" as used in the consolidated financial statements refer to Douglas Emmett, Inc. and its subsidiaries on a consolidated basis.

At June 30, 2021, our Consolidated Portfolio consisted of (i) a 17.8 million square foot office portfolio, (ii) 4,335 multifamily apartment units and (iii) fee interests in two parcels of land from which we receive rent under ground leases. We also manage and own an equity interest in an unconsolidated Fund which, at June 30, 2021, owned an additional 0.4 million square feet of office space. We manage our unconsolidated Fund alongside our Consolidated Portfolio, and we therefore present the statistics for our office portfolio on a Total Portfolio basis. As of June 30, 2021, our portfolio (not including two parcels of land from which we receive rent under ground leases), consisted of the following properties (including ancillary retail space):

	Consolidated Portfolio	Total Portfolio
Office
Wholly-owned properties	53	53
Consolidated JV properties	16	16
Unconsolidated Fund properties	—	2
	69	71
Multifamily
Wholly-owned properties	11	11
Consolidated JV properties	1	1
	12	12
Total	81	83

Basis of Presentation

The accompanying consolidated 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.

We consolidate entities in which we are considered to be the primary beneficiary of a VIE or have a majority of the voting interest of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of that VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove our power to direct the activities, most significantly impacting the economic performance, of that VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party.

We consolidate our Operating Partnership through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets, and are obligated to repay substantially all of our liabilities, including $3.41 billion of consolidated debt. See Note 8. We also consolidate three JVs. As of June 30, 2021, these consolidated entities had aggregate total consolidated assets of $9.37 billion (of which $8.84 billion related to investment in real estate), aggregate total consolidated liabilities of $5.39 billion (of which $4.97 billion related to debt), and aggregate total consolidated equity of $3.98 billion (of which $1.56 billion related to noncontrolling interests).

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC in conformity with US GAAP as established by the FASB in the ASC. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in conformity with US 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 consolidated 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, 2021. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements in our 2020 Annual Report on Form 10-K and the notes thereto. Any references to the number or class 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 consolidated financial statements in accordance with the standards of the PCAOB.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

We have not made any changes to our significant accounting policies disclosed in our 2020 Annual Report on Form 10-K.

Use of Estimates

The preparation of consolidated financial statements in conformity with US 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.

Revenue Recognition

Rental revenues and tenant recoveries

We account for our rental revenues and tenant recoveries in accordance with Topic 842 "Leases". Rental revenues and tenant recoveries are included in: (i) Rental revenues and tenant recoveries under Office rental, and (ii) Rental revenues under Multifamily rental, in our consolidated statements of operations.

In accordance with Topic 842, we perform an assessment as to whether or not substantially all of the amounts due under a tenant’s lease agreement is deemed probable of collection. This assessment involves using a methodology that requires judgment and estimates about matters that are uncertain at the time the estimates are made, including tenant specific factors, specific industry conditions, and general economic trends and conditions.

For leases where we have concluded it is probable that we will collect substantially all the lease payments due under those leases, we continue to record lease income on a straight-line basis over the lease term. For leases where we have concluded that it is not probable that we will collect substantially all the lease payments due under those leases, we limit the lease income to the lesser of the income recognized on a straight-line basis or cash basis. If our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental revenues and tenant recoveries. We write-off tenant receivables and deferred rent receivables as a charge against rental revenues and tenant recoveries in the period we conclude that substantially all of the lease payments are not probable of collection. If we subsequently collect amounts that were previously written off then the amounts collected are recorded as an increase to our rental revenues and tenant recoveries.

Charges for uncollectible tenant receivables and deferred rent receivables, which were primarily due to the impact of the COVID-19 pandemic, reduced our office revenues by $0.8 million and $29.8 million for the three months ended June 30, 2021 and 2020, and $2.5 million and $35.0 million for the six months ended June 30, 2021 and 2020, respectively.

Office parking revenues

We account for our office parking revenues in accordance with ASC 606 "Revenue from Contracts with Customers". Office parking revenues are included in Parking and other income under Office rental in our consolidated statements of operations. Our lease contracts generally make a specified number of parking spaces available to the tenant, and we bill and recognize parking revenues on a monthly basis in accordance with the lease agreements, generally using the monthly parking rates in effect at the time of billing.

Office parking revenues were $16.2 million and $14.7 million for the three months ended June 30, 2021 and 2020, $31.1 million and $44.9 million for the six months ended June 30, 2021 and 2020, respectively. Office parking receivables were $0.7 million and $0.6 million as of June 30, 2021 and December 31, 2020, respectively, and are included in Tenant receivables in our consolidated balance sheets.

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 US GAAP are implemented by the FASB in the form of ASUs.  We consider the applicability and impact of all ASUs. As of the date of this Report, the FASB has not issued any ASUs that we expect to be applicable and have a material impact on our consolidated financial statements.

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Investment in Real Estate

6 Months Ended

Jun. 30, 2021

Real Estate [Abstract]

Investment in Real Estate

Investment in Real Estate

The table below summarizes our investment in real estate:

(In thousands)	June 30, 2021		December 31, 2020
Land	$	1,150,821	$	1,150,821
Buildings and improvements	9,391,155		9,344,653
Tenant improvements and lease intangibles	934,004		928,867
Property under development	323,041		254,297
Investment in real estate, gross	$	11,799,021	$	11,678,638

Acquisitions and Dispositions

During the six months ended June 30, 2021, we did not purchase or sell any properties.

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Ground Lease

6 Months Ended

Jun. 30, 2021

Lessee Disclosure [Abstract]

Ground Lease

Ground Lease

We pay rent under a ground lease located in Honolulu, Hawaii, which expires on December 31, 2086. The rent is fixed at $733 thousand per year until February 28, 2029, after which it will reset to the greater of the existing ground rent or the market rent at the time.

As of June 30, 2021, the ground lease right-of-use asset carrying value was $7.5 million and the ground lease liability was $10.9 million.

We incurred ground rent expense of $183 thousand for each of the three month periods ended June 30, 2021 and 2020, and $365 thousand for each of the the six months ended June 30, 2021 and 2020, respectively, which is included in Office expenses in our consolidated statements of operations.

The table below, which assumes that the ground rent payments will continue to be $733 thousand per year after February 28, 2029, presents the future minimum ground lease payments as of June 30, 2021:

Twelve months ending June 30:	(In thousands)
2022	$	733
2023	733
2024	733
2025	733
2026	733
Thereafter	44,345
Total future minimum lease payments	$	48,010

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Acquired Lease Intangibles

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Acquired Lease Intangibles

Acquired Lease Intangibles

Summary of our Acquired Lease Intangibles

(In thousands)	June 30, 2021		December 31, 2020
Above-market tenant leases	$	6,736	$	6,848
Above-market tenant leases - accumulated amortization	(3,011)		(2,618)
Above-market ground lease where we are the lessor	1,152		1,152
Above-market ground lease - accumulated amortization	(249)		(241)
Acquired lease intangible assets, net	$	4,628	$	5,141
Below-market tenant leases	$	70,837	$	81,934
Below-market tenant leases - accumulated accretion	(41,633)		(46,711)
Acquired lease intangible liabilities, net	$	29,204	$	35,223

Impact on the Consolidated Statements of Operations

The table below summarizes the net amortization/accretion related to our above- and below-market leases:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Net accretion of above- and below-market tenant lease assets and liabilities(1)	$	2,395	$	4,320	$	5,513	$	8,579
Amortization of an above-market ground lease asset(2)	(4)		(5)		(8)		(8)
Total	$	2,391	$	4,315	$	5,505	$	8,571

______________________________________________

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

(2)    Recorded as a decrease to office parking and other income.

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Investment in Unconsolidated Fund

6 Months Ended

Jun. 30, 2021

Real Estate Investments, Net [Abstract]

Investment in Unconsolidated Fund

Investment in Unconsolidated Fund

Description of our Fund

As of June 30, 2021 and 2020, we managed and owned an equity interest of 33.5% in an unconsolidated Fund, Partnership X, through which we and other investors in the Fund owned two office properties totaling 0.4 million square feet. We purchased an additional interest of 3.6% in Partnership X for $6.6 million during the six months ended June 30, 2020.

Partnership X pays us fees and reimburses us for certain expenses related to property management and other services we provide, which are included in Other income in our consolidated statements of operations. 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 cash distributions we received from Partnership X:

	Six Months Ended June 30,
(In thousands)	2021		2020
Operating distributions received	$	450	$	394
Capital distributions received	256		548
Total distributions received	$	706	$	942

Summarized Financial Information for Partnership X

The tables below present selected financial information for Partnership X.  The amounts presented reflect 100% (not our pro-rata share) of amounts related to Partnership X, and are based upon historical acquired book value:

(In thousands)	June 30, 2021		December 31, 2020
Total assets	$	128,707	$	133,617
Total liabilities	$	107,200	$	112,706
Total equity	$	21,507	$	20,911

	Six Months Ended June 30,
(In thousands)	2021		2020
Total revenues	$	8,211	$	7,597
Operating income	$	2,229	$	1,686
Net income	$	1,140	$	372

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Other Assets

6 Months Ended

Jun. 30, 2021

Other Assets [Abstract]

Other Assets

Other Assets

(In thousands)	June 30, 2021		December 31, 2020
Restricted cash	$	132	$	132
Prepaid expenses	4,499		13,774
Other indefinite-lived intangibles	1,988		1,988
Furniture, fixtures and equipment, net	2,255		2,358
Other	3,610		3,331
Total other assets	$	12,484	$	21,583

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Secured Notes Payable and Revolving Credit Facility, Net

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Secured Notes Payable and Revolving Credit Facility, Net

Secured Notes Payable and Revolving Credit Facility, Net

Description	Maturity Date(1)	Principal Balance as of June 30, 2021		Principal Balance as of December 31, 2020		Variable Interest Rate	Fixed Interest Rate(2)	Swap Maturity Date
		(In thousands)
Consolidated Wholly Owned Subsidiaries
Term loan(3)	1/1/2024	$	300,000	$	300,000	LIBOR + 1.55%	3.46%	1/1/2022
Term loan(3)	3/3/2025	335,000		335,000		LIBOR + 1.30%	3.84%	3/1/2023
Fannie Mae loan(3)	4/1/2025	102,400		102,400		LIBOR + 1.25%	2.76%	3/1/2023
Term loan(3)	8/15/2026	415,000		415,000		LIBOR + 1.10%	3.07%	8/1/2025
Term loan(3)	9/19/2026	400,000		400,000		LIBOR + 1.15%	2.44%	9/1/2024
Term loan(3)	9/26/2026	200,000		200,000		LIBOR + 1.20%	2.36%	10/1/2024
Term loan(3)(4)	11/1/2026	400,000		400,000		LIBOR + 1.15%	2.18%	10/1/2024
Fannie Mae loan(3)	6/1/2027	550,000		550,000		LIBOR + 1.37%	3.16%	6/1/2022
Term loan(3)(5)	5/18/2028	300,000		—		LIBOR + 1.40%	2.21%	6/1/2026
Fannie Mae loan(3)	6/1/2029	255,000		255,000		LIBOR + 0.98%	3.26%	6/1/2027
Fannie Mae loan(3)	6/1/2029	125,000		125,000		LIBOR + 0.98%	3.25%	6/1/2027
Term loan(6)	6/1/2038	29,723		30,112		N/A	4.55%	N/A
Revolving credit facility(7)	8/21/2023	—		75,000		LIBOR + 1.15%	N/A	N/A
Total Wholly Owned Subsidiary Debt		3,412,123		3,187,512
Consolidated JVs
Term loan(3)(8)	2/28/2023	580,000		580,000		LIBOR + 1.40%	2.17%	6/1/2025
Term loan(3)	12/19/2024	400,000		400,000		LIBOR + 1.30%	3.47%	1/1/2023
Term loan(3)(9)	5/15/2027	450,000		450,000		LIBOR + 1.35%	3.04%	4/1/2025
Fannie Mae loan(3)	6/1/2029	160,000		160,000		LIBOR + 0.98%	3.25%	7/1/2027
Total Consolidated Debt(10)		5,002,123		4,777,512
Unamortized loan premium, net(11)		4,239		4,467
Unamortized deferred loan costs, net(12)		(36,703)		(37,012)
Total Consolidated Debt, net		$	4,969,659	$	4,744,967

_______________________________________________________________________

Except as noted below, our loans and revolving credit facility: (i) are non-recourse, (ii) are secured by separate collateral pools consisting of one or more properties, (iii) require interest-only monthly payments with the outstanding principal due upon maturity, and (iv) contain certain financial covenants which could require us to deposit excess cash flow with the lender under certain circumstances unless we (at our option) either provide a guarantee or additional collateral or pay down the loan within certain parameters set forth in the loan documents.  Certain loans with maturity date extensions require us to meet minimum financial thresholds in order to exercise those extensions.

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

(2)Effective rate as of June 30, 2021. Includes the effect of interest rate swaps and excludes the effect of prepaid loan fees. See Note 10 for details of our interest rate swaps. See below for details of our loan costs.

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

(4)Effective rate will increase to 2.31% on July 1, 2021.

(5)We closed this loan during the second quarter of 2021.

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

(7)$400.0 million revolving credit facility. Unused commitment fees range from 0.10% to 0.15%. The facility has a zero-percent LIBOR floor.

(8)Swaps expired during the first quarter of 2021 and were replaced by forward swaps executed in 2020, which reduced the swap-fixed rate from 2.37% to 2.17%.

(9)The effective rate will decrease to 2.26% on July 1, 2022.

(10)The table does not include our unconsolidated Fund's loan - see Note 16. See Note 13 for our fair value disclosures.

(11)Balances are net of accumulated amortization of $3.0 million and $2.7 million at June 30, 2021 and December 31, 2020, respectively.

(12)Balances are net of accumulated amortization of $42.4 million and $38.3 million at June 30, 2021 and December 31, 2020, respectively.

Debt Statistics

The table below summarizes our consolidated fixed and floating rate debt:

(In thousands)	Principal Balance as of June 30, 2021		Principal Balance as of December 31, 2020
Aggregate swapped to fixed rate loans	$	4,972,400	$	4,672,400
Aggregate fixed rate loans	29,723		30,112
Aggregate floating rate loans	—		75,000
Total Debt	$	5,002,123	$	4,777,512

The table below summarizes certain consolidated debt statistics as of June 30, 2021:

Statistics for consolidated loans with interest fixed under the terms of the loan or a swap
Principal balance (in billions)	$5.00
Weighted average remaining life (including extension options)	5.0 years
Weighted average remaining fixed interest period	3.0 years
Weighted average annual interest rate	2.94%

Future Principal Payments

At June 30, 2021, the minimum future principal payments due on our consolidated secured notes payable and revolving credit facility were as follows:

Twelve months ending June 30:	Including Maturity Extension Options(1)
	(In thousands)
2022	$	805
2023	580,842
2024	300,881
2025	838,322
2026	965
Thereafter	3,280,308
Total future principal payments	$	5,002,123

________________________________________________

(1)     Some of our loan agreements require that we meet certain minimum financial thresholds to be able to extend the loan maturity.

Loan Premium and Loan Costs

The table below presents loan premium and loan costs, which are included in Interest expense in our consolidated statements of operations:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Loan premium amortized and written off	$	(115)	$	(1,828)	$	(228)	$	(2,043)
Deferred loan costs amortized and written off	2,171		1,915		4,192		3,791
Loan costs expensed	35		965		35		965
Total	$	2,091	$	1,052	$	3,999	$	2,713

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Interest Payable, Accounts Payable and Deferred Revenue

6 Months Ended

Jun. 30, 2021

Accounts Payable and Accrued Liabilities [Abstract]

Interest Payable, Accounts Payable and Deferred Revenue

Interest Payable, Accounts Payable and Deferred Revenue

(In thousands)	June 30, 2021		December 31, 2020
Interest payable	$	12,160	$	12,199
Accounts payable and accrued liabilities	91,938		81,595
Deferred revenue	45,147		50,550
Total interest payable, accounts payable and deferred revenue	$	149,245	$	144,344

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Derivative Contracts

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Contracts

Derivative Contracts

We make use of interest rate swap contracts to manage the risk associated with changes in interest rates on our floating-rate debt. When we enter into a floating-rate term loan, we generally enter into an interest rate swap agreement for the equivalent principal amount, for a period covering the majority of the loan term, which effectively converts our floating-rate debt to a fixed-rate basis during that time. We do not speculate in derivatives and we do not make use of any other derivative instruments. See Note 8 regarding our debt and our consolidated JVs' debt that is hedged.

Derivative Summary

As of June 30, 2021, our interest rate swaps, which include the interest rate swaps of our consolidated JVs, were designated as cash flow hedges:

	Number of Interest Rate Swaps	Notional (In thousands)
Consolidated derivatives(1)(2)(3)(4)	38	$	5,017,400

___________________________________________________

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

(2)The notional amount includes four swaps with a combined initial notional amount of $90.0 million which will increase to $850.0 million in the future to replace existing swaps as they expire.

(3)Our derivative contracts do not provide for right of offset between derivative contracts.

(4)See Note 13 for our derivative fair value disclosures.

Credit-risk-related Contingent Features

Our swaps include credit-risk related contingent features. For example, we have agreements with certain of our interest rate swap counterparties that contain a provision under which we could be declared in default on our derivative obligations if repayment of the underlying indebtedness that we are hedging is accelerated by the lender due to our default on the indebtedness. As of June 30, 2021, there have been no events of default with respect to our interest rate swaps or our consolidated JVs' interest rate swaps. We do not post collateral for our interest rate swap contract liabilities. The fair value of our interest rate swap contract liabilities, including accrued interest and excluding credit risk adjustments, was as follows:

(In thousands)	June 30, 2021		December 31, 2020
Consolidated derivatives(1)	$	141,417	$	225,166
Partnership X's derivative(2)	$	—	$	208

___________________________________________________

(1)The amounts reflect 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(2)The amounts reflect 100%, not our pro-rata share, of our unconsolidated Fund's derivative.

Counterparty Credit Risk

We are subject to credit risk from the counterparties on our interest rate swap contract assets because we do not receive collateral. We seek to minimize that risk by entering into agreements with a variety of counterparties with investment grade ratings. The fair value of our interest rate swap contract assets, including accrued interest and excluding credit risk adjustments, was as follows:

(In thousands)	June 30, 2021		December 31, 2020
Consolidated derivatives(1)	$	129	$	—

___________________________________________________

(1)The amounts reflect 100%, not our pro-rata share, of our consolidated JVs' derivatives.

Impact of Hedges on AOCI and the Consolidated Statements of Operations

The table below presents the effect of our derivatives on our AOCI and the consolidated statements of operations:

(In thousands)	Six Months Ended June 30,
	2021		2020
Derivatives Designated as Cash Flow Hedges:
Consolidated derivatives:
Gains (losses) recorded in AOCI before reclassifications(1)	$	44,219	$	(241,189)
Losses reclassified from AOCI to Interest Expense(1)	$	36,602	$	13,373
Interest Expense presented in the consolidated statements of operations	$	(71,140)	$	(70,610)
Unconsolidated Fund's derivative (our share)(2):
Losses recorded in AOCI before reclassifications(1)	$	(1)	$	(403)
Losses (gains) reclassified from AOCI to Income from unconsolidated Fund(1)	$	46	$	(35)
Income from unconsolidated Fund presented in the consolidated statements of operations	$	453	$	183

___________________________________________________

(1)See Note 11 for our AOCI reconciliation.

(2)We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund.

Future Reclassifications from AOCI

At June 30, 2021, 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 interest rate swap payments are made is as follows:

	(In thousands)
Consolidated derivatives:
Losses to be reclassified from AOCI to Interest Expense	$	(70,905)

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Equity

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Equity

Equity

Transactions

Six Months Ended June 30, 2021

During the six months ended June 30, 2021, (i) we acquired 7 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, and (ii) we acquired 3,548 OP Units for $105 thousand in cash.

Six Months Ended June 30, 2020

During the six months ended June 30, 2020, (i) we acquired 5 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units, and (ii) we acquired 150 OP Units for $7 thousand in cash.

Noncontrolling Interests

Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. As of June 30, 2021, noncontrolling interests in our Operating Partnership owned 30.1 million OP Units and fully-vested LTIP Units, which represented approximately 15% of our Operating Partnership's total outstanding interests, and we owned 175.5 million OP Units (to match our 175.5 million shares of outstanding common stock).

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 acquire 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 acquisition, or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis. LTIP Units have been granted to our employees and non-employee directors as part of their compensation. These awards generally vest over a service period and once vested can generally be converted to OP Units provided our stock price increases by more than a specified hurdle.

Changes in our Ownership Interest in our Operating Partnership

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

	Six Months Ended June 30,
(In thousands)	2021		2020
Net income attributable to common stockholders	$	27,798	$	28,953
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests	111		90
Repurchase of OP Units from noncontrolling interests	(48)		(4)
Net transfers from noncontrolling interests	63		86
Change from net income attributable to common stockholders and transfers from noncontrolling interests	$	27,861	$	29,039

AOCI Reconciliation(1)

The table below presents a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges:

	Six Months Ended June 30,
(In thousands)	2021		2020
Beginning balance	$	(148,035)	$	(17,462)
Consolidated derivatives:
Other comprehensive income (loss) before reclassifications	44,219		(241,189)
Reclassification of loss from AOCI to Interest Expense	36,602		13,373
Unconsolidated Fund's derivatives (our share)(2):
Other comprehensive loss before reclassifications	(1)		(403)
Reclassification of loss (gain) from AOCI to Income from unconsolidated Fund	46		(35)
Net current period OCI	80,866		(228,254)
OCI attributable to noncontrolling interests	(26,176)		66,245
OCI attributable to common stockholders	54,690		(162,009)
Ending balance	$	(93,345)	$	(179,471)

___________________________________________________

(1)See Note 10 for the details of our derivatives and Note 13 for our derivative fair value disclosures.

(2)We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund.

Equity Compensation

On June 2, 2016, the Douglas Emmett 2016 Omnibus Stock Incentive Plan, as amended (the "2016 Plan"), became effective after receiving stockholder approval, superseding our prior plan, the Douglas Emmett 2006 Omnibus Stock Incentive Plan (the "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. The table below presents our stock-based compensation expense:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Stock-based compensation expense, net	$	2,347	$	2,812	$	5,041	$	5,753
Capitalized stock-based compensation	$	759	$	751	$	1,474	$	1,610

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EPS

6 Months Ended

Jun. 30, 2021

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 non-forfeitable 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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator (In thousands):
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953
Allocation to participating securities: Unvested LTIP Units	(215)		(206)		(435)		(413)
Net income attributable to common stockholders - basic and diluted	$	15,982	$	1,824	$	27,363	$	28,540
Denominator (In thousands):
Weighted average shares of common stock outstanding - basic and diluted(1)	175,471		175,375		175,468		175,374
Net income per common share - basic and diluted	$	0.09	$	0.01	$	0.16	$	0.16

____________________________________________________

(1) Outstanding OP Units and vested LTIP Units are not included in the denominator in calculating diluted EPS, even though they may be exchanged under certain conditions for common stock on a one-for-one basis, because their associated net income (equal on a per unit basis to the Net income per common share - diluted) was already deducted in calculating Net income attributable to common stockholders. Accordingly, any exchange would not have any effect on diluted EPS. The table below presents the weighted average OP Units and vested LTIP Units outstanding for the respective periods:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2021	2020	2021	2020
OP Units	28,194	28,293	28,199	28,294
Vested LTIP Units	1,885	808	1,878	803

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2021

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 June 30, 2021, 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 8 for the details of our secured notes payable. We estimate the fair value of our consolidated secured notes payable 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 includes any maturity extension options. The table below presents the estimated fair value and carrying value of our secured notes payable (excluding our revolving credit facility), the carrying value includes unamortized loan premium and excludes unamortized deferred loan fees:

(In thousands)	June 30, 2021		December 31, 2020
Fair value	$	4,970,685	$	4,719,462
Carrying value	$	5,006,362	$	4,706,979

Ground lease liability: See Note 4 for the details of our ground lease. We estimate the fair value of our ground lease liability by calculating the present value of the future lease payments disclosed in Note 4 using our incremental borrowing rate. The calculation incorporates observable market interest rates which we consider to be Level 2 inputs. The table below presents the estimated fair value and carrying value of our ground lease liability:

(In thousands)	June 30, 2021		December 31, 2020
Fair value	$	8,541	$	11,865
Carrying value	$	10,865	$	10,871

Financial instruments measured at fair value

Derivative instruments: See Note 10 for the details of our derivatives. We present our derivatives in our consolidated balance sheets 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 non-performance risk. Our derivatives are not subject to master netting arrangements.  The table below presents the estimated fair value of our derivatives:

(In thousands)	June 30, 2021		December 31, 2020
Derivative Assets:
Fair value - consolidated derivatives(1)	$	303	$	—
Derivative Liabilities:
Fair value - consolidated derivatives(1)	$	132,854	$	214,016
Fair value - unconsolidated Fund's derivatives(2)	$	—	$	137

____________________________________________________

(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 sheets. The fair values exclude accrued interest which is included in interest payable in the consolidated balance sheets.

(2)    The amounts reflect 100%, not our pro-rata share, of our unconsolidated Fund's derivatives. Our pro-rata share of the amounts related to the unconsolidated Fund's derivatives is included in our Investment in unconsolidated Fund in our consolidated balance sheets.

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Segment Reporting

6 Months Ended

Jun. 30, 2021

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. The table below presents the operating activity of our reportable segments:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Office Segment
Total office revenues	$	191,926	$	176,989	$	378,569	$	396,878
Office expenses	(63,541)		(60,301)		(125,719)		(129,965)
Office segment profit	128,385		116,688		252,850		266,913
Multifamily Segment
Total multifamily revenues	33,080		30,807		62,732		62,268
Multifamily expenses	(9,251)		(8,856)		(18,562)		(18,212)
Multifamily segment profit	23,829		21,951		44,170		44,056
Total profit from all segments	$	152,214	$	138,639	$	297,020	$	310,969

The table below presents a reconciliation of the total profit from all segments to net income attributable to common stockholders:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Total profit from all segments	$	152,214	$	138,639	$	297,020	$	310,969
General and administrative expenses	(9,558)		(9,863)		(19,129)		(20,198)
Depreciation and amortization	(93,900)		(98,765)		(186,697)		(196,542)
Other income	1,329		325		1,680		2,314
Other expenses	(454)		(478)		(617)		(1,874)
Income (loss) from unconsolidated Fund	286		(140)		453		183
Interest expense	(35,935)		(35,190)		(71,140)		(70,610)
Net income (loss)	13,982		(5,472)		21,570		24,242
Less: Net loss attributable to noncontrolling interests	2,215		7,502		6,228		4,711
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953

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Future Minimum Lease Rental Receipts

6 Months Ended

Jun. 30, 2021

Lessor Disclosure [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 from which we receive rent under ground leases. The table below presents the future minimum base rentals on our non-cancelable office tenant and ground leases for our consolidated properties at June 30, 2021:

Twelve months ending June 30:	(In thousands)
2022	$	631,454
2023	545,711
2024	439,075
2025	339,145
2026	255,188
Thereafter	676,260
Total future minimum base rentals(1)	$	2,886,833

___________________________________

(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 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 will not be exercised.

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Commitments, Contingencies and Guarantees

6 Months Ended

Jun. 30, 2021

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

Tenant Receivables

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 office 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 six months ended June 30, 2021 and 2020, no tenant accounted for more than 10% of our total revenues.  See Note 2 for the details of our charges to revenue for uncollectible amounts for tenant receivables and deferred rent receivables.

Geographic Risk

All of our properties, including the properties of our consolidated JVs and unconsolidated Fund, 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.

Swap Counterparty Credit Risk

We are 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. Our swap contracts do not provide for right of offset between derivative contracts. See Note 10 for the details of our interest rate contracts. We seek to minimize our credit risk by entering into agreements with a variety of counterparties with investment grade ratings.

Cash Balances

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 thirty-two buildings in our Consolidated Portfolio 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 June 30, 2021, the obligations to remove the asbestos from properties which are currently undergoing major renovations, or that we plan to renovate in the future, are not material to our consolidated financial statements. As of June 30, 2021, the obligations to remove the asbestos from our other properties have indeterminable settlement dates, and we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligations.

Contractual Commitments

Development Projects

In West Los Angeles, we are building a high-rise apartment building with 376 apartments. In downtown Honolulu, we are converting a 25 story, 490,000 square foot office tower into approximately 493 apartments in phases over a number of years as the office space is vacated. As of June 30, 2021, we had an aggregate remaining contractual commitment for these and other development projects of approximately $136.8 million.

Other Contractual Commitments

As of June 30, 2021, we had an aggregate remaining contractual commitment for repositionings, capital expenditure projects and tenant improvements of approximately $20.9 million.

Guarantees

As of June 30, 2021, our unconsolidated Fund, Partnership X, had $104.8 million floating-rate term loan outstanding. The loan matures on March 1, 2023 and carries interest at LIBOR + 1.40% (with a zero-percent LIBOR floor). The debt is secured by two properties. We have made certain environmental and other limited indemnities and guarantees covering customary non-recourse carve-outs for Partnership X's term loan, and Partnership X has agreed to indemnify us for any amounts that we would be required to pay under the term loan. As of June 30, 2021, all of the obligations under the related term loan agreement have been performed in accordance with its terms. See Note 6 for more information regarding Partnership X.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated 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.

We consolidate entities in which we are considered to be the primary beneficiary of a VIE or have a majority of the voting interest of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of that VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove our power to direct the activities, most significantly impacting the economic performance, of that VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party.

Basis of Accounting

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC in conformity with US GAAP as established by the FASB in the ASC. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in conformity with US 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 consolidated 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, 2021. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements in our 2020 Annual Report on Form 10-K and the notes thereto. Any references to the number or class 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 consolidated financial statements in accordance with the standards of the PCAOB.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with US 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.

Revenue Recognition

Revenue Recognition

Rental revenues and tenant recoveries

We account for our rental revenues and tenant recoveries in accordance with Topic 842 "Leases". Rental revenues and tenant recoveries are included in: (i) Rental revenues and tenant recoveries under Office rental, and (ii) Rental revenues under Multifamily rental, in our consolidated statements of operations.

In accordance with Topic 842, we perform an assessment as to whether or not substantially all of the amounts due under a tenant’s lease agreement is deemed probable of collection. This assessment involves using a methodology that requires judgment and estimates about matters that are uncertain at the time the estimates are made, including tenant specific factors, specific industry conditions, and general economic trends and conditions.

For leases where we have concluded it is probable that we will collect substantially all the lease payments due under those leases, we continue to record lease income on a straight-line basis over the lease term. For leases where we have concluded that it is not probable that we will collect substantially all the lease payments due under those leases, we limit the lease income to the lesser of the income recognized on a straight-line basis or cash basis. If our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental revenues and tenant recoveries. We write-off tenant receivables and deferred rent receivables as a charge against rental revenues and tenant recoveries in the period we conclude that substantially all of the lease payments are not probable of collection. If we subsequently collect amounts that were previously written off then the amounts collected are recorded as an increase to our rental revenues and tenant recoveries.

Charges for uncollectible tenant receivables and deferred rent receivables, which were primarily due to the impact of the COVID-19 pandemic, reduced our office revenues by $0.8 million and $29.8 million for the three months ended June 30, 2021 and 2020, and $2.5 million and $35.0 million for the six months ended June 30, 2021 and 2020, respectively.

Office parking revenues

We account for our office parking revenues in accordance with ASC 606 "Revenue from Contracts with Customers". Office parking revenues are included in Parking and other income under Office rental in our consolidated statements of operations. Our lease contracts generally make a specified number of parking spaces available to the tenant, and we bill and recognize parking revenues on a monthly basis in accordance with the lease agreements, generally using the monthly parking rates in effect at the time of billing.

Office parking revenues were $16.2 million and $14.7 million for the three months ended June 30, 2021 and 2020, $31.1 million and $44.9 million for the six months ended June 30, 2021 and 2020, respectively. Office parking receivables were $0.7 million and $0.6 million as of June 30, 2021 and December 31, 2020, respectively, and are included in Tenant receivables in our consolidated balance sheets.

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 US GAAP are implemented by the FASB in the form of ASUs.  We consider the applicability and impact of all ASUs. As of the date of this Report, the FASB has not issued any ASUs that we expect to be applicable and have a material impact on our consolidated 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)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Real Estate Properties

As of June 30, 2021, our portfolio (not including two parcels of land from which we receive rent under ground leases), consisted of the following properties (including ancillary retail space):

	Consolidated Portfolio	Total Portfolio
Office
Wholly-owned properties	53	53
Consolidated JV properties	16	16
Unconsolidated Fund properties	—	2
	69	71
Multifamily
Wholly-owned properties	11	11
Consolidated JV properties	1	1
	12	12
Total	81	83

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Investment in Real Estate (Tables)

6 Months Ended

Jun. 30, 2021

Real Estate [Abstract]

Schedule of Investment in Real Estate

The table below summarizes our investment in real estate:

(In thousands)	June 30, 2021		December 31, 2020
Land	$	1,150,821	$	1,150,821
Buildings and improvements	9,391,155		9,344,653
Tenant improvements and lease intangibles	934,004		928,867
Property under development	323,041		254,297
Investment in real estate, gross	$	11,799,021	$	11,678,638

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Ground Lease (Tables)

6 Months Ended

Jun. 30, 2021

Lessee Disclosure [Abstract]

Schedule of Future Minimum Ground Lease Payments

The table below, which assumes that the ground rent payments will continue to be $733 thousand per year after February 28, 2029, presents the future minimum ground lease payments as of June 30, 2021:

Twelve months ending June 30:	(In thousands)
2022	$	733
2023	733
2024	733
2025	733
2026	733
Thereafter	44,345
Total future minimum lease payments	$	48,010

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Acquired Lease Intangibles (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Acquired Lease Intangibles

Summary of our Acquired Lease Intangibles

(In thousands)	June 30, 2021		December 31, 2020
Above-market tenant leases	$	6,736	$	6,848
Above-market tenant leases - accumulated amortization	(3,011)		(2,618)
Above-market ground lease where we are the lessor	1,152		1,152
Above-market ground lease - accumulated amortization	(249)		(241)
Acquired lease intangible assets, net	$	4,628	$	5,141
Below-market tenant leases	$	70,837	$	81,934
Below-market tenant leases - accumulated accretion	(41,633)		(46,711)
Acquired lease intangible liabilities, net	$	29,204	$	35,223

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

The table below summarizes the net amortization/accretion related to our above- and below-market leases:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Net accretion of above- and below-market tenant lease assets and liabilities(1)	$	2,395	$	4,320	$	5,513	$	8,579
Amortization of an above-market ground lease asset(2)	(4)		(5)		(8)		(8)
Total	$	2,391	$	4,315	$	5,505	$	8,571

______________________________________________

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

(2)    Recorded as a decrease to office parking and other income.

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Investment in Unconsolidated Fund (Tables)

6 Months Ended

Jun. 30, 2021

Real Estate Investments, Net [Abstract]

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

The table below presents cash distributions we received from Partnership X:

	Six Months Ended June 30,
(In thousands)	2021		2020
Operating distributions received	$	450	$	394
Capital distributions received	256		548
Total distributions received	$	706	$	942

The tables below present selected financial information for Partnership X.  The amounts presented reflect 100% (not our pro-rata share) of amounts related to Partnership X, and are based upon historical acquired book value:

(In thousands)	June 30, 2021		December 31, 2020
Total assets	$	128,707	$	133,617
Total liabilities	$	107,200	$	112,706
Total equity	$	21,507	$	20,911

	Six Months Ended June 30,
(In thousands)	2021		2020
Total revenues	$	8,211	$	7,597
Operating income	$	2,229	$	1,686
Net income	$	1,140	$	372

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2021

Other Assets [Abstract]

Schedule of Other Assets

(In thousands)	June 30, 2021		December 31, 2020
Restricted cash	$	132	$	132
Prepaid expenses	4,499		13,774
Other indefinite-lived intangibles	1,988		1,988
Furniture, fixtures and equipment, net	2,255		2,358
Other	3,610		3,331
Total other assets	$	12,484	$	21,583

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

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of Secured Notes Payable and Revolving Credit Facility

Description	Maturity Date(1)	Principal Balance as of June 30, 2021		Principal Balance as of December 31, 2020		Variable Interest Rate	Fixed Interest Rate(2)	Swap Maturity Date
		(In thousands)
Consolidated Wholly Owned Subsidiaries
Term loan(3)	1/1/2024	$	300,000	$	300,000	LIBOR + 1.55%	3.46%	1/1/2022
Term loan(3)	3/3/2025	335,000		335,000		LIBOR + 1.30%	3.84%	3/1/2023
Fannie Mae loan(3)	4/1/2025	102,400		102,400		LIBOR + 1.25%	2.76%	3/1/2023
Term loan(3)	8/15/2026	415,000		415,000		LIBOR + 1.10%	3.07%	8/1/2025
Term loan(3)	9/19/2026	400,000		400,000		LIBOR + 1.15%	2.44%	9/1/2024
Term loan(3)	9/26/2026	200,000		200,000		LIBOR + 1.20%	2.36%	10/1/2024
Term loan(3)(4)	11/1/2026	400,000		400,000		LIBOR + 1.15%	2.18%	10/1/2024
Fannie Mae loan(3)	6/1/2027	550,000		550,000		LIBOR + 1.37%	3.16%	6/1/2022
Term loan(3)(5)	5/18/2028	300,000		—		LIBOR + 1.40%	2.21%	6/1/2026
Fannie Mae loan(3)	6/1/2029	255,000		255,000		LIBOR + 0.98%	3.26%	6/1/2027
Fannie Mae loan(3)	6/1/2029	125,000		125,000		LIBOR + 0.98%	3.25%	6/1/2027
Term loan(6)	6/1/2038	29,723		30,112		N/A	4.55%	N/A
Revolving credit facility(7)	8/21/2023	—		75,000		LIBOR + 1.15%	N/A	N/A
Total Wholly Owned Subsidiary Debt		3,412,123		3,187,512
Consolidated JVs
Term loan(3)(8)	2/28/2023	580,000		580,000		LIBOR + 1.40%	2.17%	6/1/2025
Term loan(3)	12/19/2024	400,000		400,000		LIBOR + 1.30%	3.47%	1/1/2023
Term loan(3)(9)	5/15/2027	450,000		450,000		LIBOR + 1.35%	3.04%	4/1/2025
Fannie Mae loan(3)	6/1/2029	160,000		160,000		LIBOR + 0.98%	3.25%	7/1/2027
Total Consolidated Debt(10)		5,002,123		4,777,512
Unamortized loan premium, net(11)		4,239		4,467
Unamortized deferred loan costs, net(12)		(36,703)		(37,012)
Total Consolidated Debt, net		$	4,969,659	$	4,744,967

_______________________________________________________________________

Except as noted below, our loans and revolving credit facility: (i) are non-recourse, (ii) are secured by separate collateral pools consisting of one or more properties, (iii) require interest-only monthly payments with the outstanding principal due upon maturity, and (iv) contain certain financial covenants which could require us to deposit excess cash flow with the lender under certain circumstances unless we (at our option) either provide a guarantee or additional collateral or pay down the loan within certain parameters set forth in the loan documents.  Certain loans with maturity date extensions require us to meet minimum financial thresholds in order to exercise those extensions.

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

(2)Effective rate as of June 30, 2021. Includes the effect of interest rate swaps and excludes the effect of prepaid loan fees. See Note 10 for details of our interest rate swaps. See below for details of our loan costs.

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

(4)Effective rate will increase to 2.31% on July 1, 2021.

(5)We closed this loan during the second quarter of 2021.

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

(7)$400.0 million revolving credit facility. Unused commitment fees range from 0.10% to 0.15%. The facility has a zero-percent LIBOR floor.

(8)Swaps expired during the first quarter of 2021 and were replaced by forward swaps executed in 2020, which reduced the swap-fixed rate from 2.37% to 2.17%.

(9)The effective rate will decrease to 2.26% on July 1, 2022.

(10)The table does not include our unconsolidated Fund's loan - see Note 16. See Note 13 for our fair value disclosures.

(11)Balances are net of accumulated amortization of $3.0 million and $2.7 million at June 30, 2021 and December 31, 2020, respectively.

(12)Balances are net of accumulated amortization of $42.4 million and $38.3 million at June 30, 2021 and December 31, 2020, respectively.

Debt Statistics

The table below summarizes our consolidated fixed and floating rate debt:

(In thousands)	Principal Balance as of June 30, 2021		Principal Balance as of December 31, 2020
Aggregate swapped to fixed rate loans	$	4,972,400	$	4,672,400
Aggregate fixed rate loans	29,723		30,112
Aggregate floating rate loans	—		75,000
Total Debt	$	5,002,123	$	4,777,512

The table below summarizes certain consolidated debt statistics as of June 30, 2021:

Statistics for consolidated loans with interest fixed under the terms of the loan or a swap
Principal balance (in billions)	$5.00
Weighted average remaining life (including extension options)	5.0 years
Weighted average remaining fixed interest period	3.0 years
Weighted average annual interest rate	2.94%

Schedule of Future Minimum Principal Payments Due on Secured Notes Payable and Revolving Credit Facility

At June 30, 2021, the minimum future principal payments due on our consolidated secured notes payable and revolving credit facility were as follows:

Twelve months ending June 30:	Including Maturity Extension Options(1)
	(In thousands)
2022	$	805
2023	580,842
2024	300,881
2025	838,322
2026	965
Thereafter	3,280,308
Total future principal payments	$	5,002,123

________________________________________________

(1)     Some of our loan agreements require that we meet certain minimum financial thresholds to be able to extend the loan maturity.

Schedule of Loan Costs and Amortization of Deferred Loan Costs

The table below presents loan premium and loan costs, which are included in Interest expense in our consolidated statements of operations:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Loan premium amortized and written off	$	(115)	$	(1,828)	$	(228)	$	(2,043)
Deferred loan costs amortized and written off	2,171		1,915		4,192		3,791
Loan costs expensed	35		965		35		965
Total	$	2,091	$	1,052	$	3,999	$	2,713

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Interest Payable, Accounts Payable and Deferred Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Accounts Payable and Accrued Liabilities [Abstract]

Schedule of Interest Payable, Accounts Payable and Deferred Revenue

(In thousands)	June 30, 2021		December 31, 2020
Interest payable	$	12,160	$	12,199
Accounts payable and accrued liabilities	91,938		81,595
Deferred revenue	45,147		50,550
Total interest payable, accounts payable and deferred revenue	$	149,245	$	144,344

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Derivative Contracts (Tables)

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swap Derivatives

As of June 30, 2021, our interest rate swaps, which include the interest rate swaps of our consolidated JVs, were designated as cash flow hedges:

	Number of Interest Rate Swaps	Notional (In thousands)
Consolidated derivatives(1)(2)(3)(4)	38	$	5,017,400

___________________________________________________

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

(2)The notional amount includes four swaps with a combined initial notional amount of $90.0 million which will increase to $850.0 million in the future to replace existing swaps as they expire.

(3)Our derivative contracts do not provide for right of offset between derivative contracts.

(4)See Note 13 for our derivative fair value disclosures.

Schedule of Fair Value of Interest Rate Swap Contract Liabilities

The fair value of our interest rate swap contract liabilities, including accrued interest and excluding credit risk adjustments, was as follows:

(In thousands)	June 30, 2021		December 31, 2020
Consolidated derivatives(1)	$	141,417	$	225,166
Partnership X's derivative(2)	$	—	$	208

___________________________________________________

(1)The amounts reflect 100%, not our pro-rata share, of our consolidated JVs' derivatives.

(2)The amounts reflect 100%, not our pro-rata share, of our unconsolidated Fund's derivative.

Schedule of Fair Value of Interest Rate Swap Contract Assets

The fair value of our interest rate swap contract assets, including accrued interest and excluding credit risk adjustments, was as follows:

(In thousands)	June 30, 2021		December 31, 2020
Consolidated derivatives(1)	$	129	$	—

___________________________________________________

(1)The amounts reflect 100%, not our pro-rata share, of our consolidated JVs' derivatives.

Effect of Derivative Instruments on Consolidated Statements of Operations

The table below presents the effect of our derivatives on our AOCI and the consolidated statements of operations:

(In thousands)	Six Months Ended June 30,
	2021		2020
Derivatives Designated as Cash Flow Hedges:
Consolidated derivatives:
Gains (losses) recorded in AOCI before reclassifications(1)	$	44,219	$	(241,189)
Losses reclassified from AOCI to Interest Expense(1)	$	36,602	$	13,373
Interest Expense presented in the consolidated statements of operations	$	(71,140)	$	(70,610)
Unconsolidated Fund's derivative (our share)(2):
Losses recorded in AOCI before reclassifications(1)	$	(1)	$	(403)
Losses (gains) reclassified from AOCI to Income from unconsolidated Fund(1)	$	46	$	(35)
Income from unconsolidated Fund presented in the consolidated statements of operations	$	453	$	183

___________________________________________________

(1)See Note 11 for our AOCI reconciliation.

(2)We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund.

Schedule of Future Reclassifications from AOCI

At June 30, 2021, 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 interest rate swap payments are made is as follows:

	(In thousands)
Consolidated derivatives:
Losses to be reclassified from AOCI to Interest Expense	$	(70,905)

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Equity (Tables)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

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

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

	Six Months Ended June 30,
(In thousands)	2021		2020
Net income attributable to common stockholders	$	27,798	$	28,953
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests	111		90
Repurchase of OP Units from noncontrolling interests	(48)		(4)
Net transfers from noncontrolling interests	63		86
Change from net income attributable to common stockholders and transfers from noncontrolling interests	$	27,861	$	29,039

Schedule of Accumulated Other Comprehensive Income (Loss)

The table below presents a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges:

	Six Months Ended June 30,
(In thousands)	2021		2020
Beginning balance	$	(148,035)	$	(17,462)
Consolidated derivatives:
Other comprehensive income (loss) before reclassifications	44,219		(241,189)
Reclassification of loss from AOCI to Interest Expense	36,602		13,373
Unconsolidated Fund's derivatives (our share)(2):
Other comprehensive loss before reclassifications	(1)		(403)
Reclassification of loss (gain) from AOCI to Income from unconsolidated Fund	46		(35)
Net current period OCI	80,866		(228,254)
OCI attributable to noncontrolling interests	(26,176)		66,245
OCI attributable to common stockholders	54,690		(162,009)
Ending balance	$	(93,345)	$	(179,471)

___________________________________________________

(1)See Note 10 for the details of our derivatives and Note 13 for our derivative fair value disclosures.

(2)We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund.

Schedule of Stock-based Compensation Expense

The table below presents our stock-based compensation expense:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Stock-based compensation expense, net	$	2,347	$	2,812	$	5,041	$	5,753
Capitalized stock-based compensation	$	759	$	751	$	1,474	$	1,610

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EPS (Tables)

6 Months Ended

Jun. 30, 2021

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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator (In thousands):
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953
Allocation to participating securities: Unvested LTIP Units	(215)		(206)		(435)		(413)
Net income attributable to common stockholders - basic and diluted	$	15,982	$	1,824	$	27,363	$	28,540
Denominator (In thousands):
Weighted average shares of common stock outstanding - basic and diluted(1)	175,471		175,375		175,468		175,374
Net income per common share - basic and diluted	$	0.09	$	0.01	$	0.16	$	0.16

____________________________________________________

(1) Outstanding OP Units and vested LTIP Units are not included in the denominator in calculating diluted EPS, even though they may be exchanged under certain conditions for common stock on a one-for-one basis, because their associated net income (equal on a per unit basis to the Net income per common share - diluted) was already deducted in calculating Net income attributable to common stockholders. Accordingly, any exchange would not have any effect on diluted EPS. The table below presents the weighted average OP Units and vested LTIP Units outstanding for the respective periods:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2021	2020	2021	2020
OP Units	28,194	28,293	28,199	28,294
Vested LTIP Units	1,885	808	1,878	803

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Estimated Fair Value and Carrying Value of Liabilities

The table below presents the estimated fair value and carrying value of our secured notes payable (excluding our revolving credit facility), the carrying value includes unamortized loan premium and excludes unamortized deferred loan fees:

(In thousands)	June 30, 2021		December 31, 2020
Fair value	$	4,970,685	$	4,719,462
Carrying value	$	5,006,362	$	4,706,979

The table below presents the estimated fair value and carrying value of our ground lease liability:

(In thousands)	June 30, 2021		December 31, 2020
Fair value	$	8,541	$	11,865
Carrying value	$	10,865	$	10,871

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

The table below presents the estimated fair value of our derivatives:

(In thousands)	June 30, 2021		December 31, 2020
Derivative Assets:
Fair value - consolidated derivatives(1)	$	303	$	—
Derivative Liabilities:
Fair value - consolidated derivatives(1)	$	132,854	$	214,016
Fair value - unconsolidated Fund's derivatives(2)	$	—	$	137

____________________________________________________

(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 sheets. The fair values exclude accrued interest which is included in interest payable in the consolidated balance sheets.

(2)    The amounts reflect 100%, not our pro-rata share, of our unconsolidated Fund's derivatives. Our pro-rata share of the amounts related to the unconsolidated Fund's derivatives is included in our Investment in unconsolidated Fund in our consolidated balance sheets.

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Summary of Operating Activity of Reportable Segments

The table below presents the operating activity of our reportable segments:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Office Segment
Total office revenues	$	191,926	$	176,989	$	378,569	$	396,878
Office expenses	(63,541)		(60,301)		(125,719)		(129,965)
Office segment profit	128,385		116,688		252,850		266,913
Multifamily Segment
Total multifamily revenues	33,080		30,807		62,732		62,268
Multifamily expenses	(9,251)		(8,856)		(18,562)		(18,212)
Multifamily segment profit	23,829		21,951		44,170		44,056
Total profit from all segments	$	152,214	$	138,639	$	297,020	$	310,969

Reconciliation of Segment Profit to Net Income Attributable to Common Stockholders

The table below presents a reconciliation of the total profit from all segments to net income attributable to common stockholders:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Total profit from all segments	$	152,214	$	138,639	$	297,020	$	310,969
General and administrative expenses	(9,558)		(9,863)		(19,129)		(20,198)
Depreciation and amortization	(93,900)		(98,765)		(186,697)		(196,542)
Other income	1,329		325		1,680		2,314
Other expenses	(454)		(478)		(617)		(1,874)
Income (loss) from unconsolidated Fund	286		(140)		453		183
Interest expense	(35,935)		(35,190)		(71,140)		(70,610)
Net income (loss)	13,982		(5,472)		21,570		24,242
Less: Net loss attributable to noncontrolling interests	2,215		7,502		6,228		4,711
Net income attributable to common stockholders	$	16,197	$	2,030	$	27,798	$	28,953

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Future Minimum Lease Rental Receipts (Tables)

6 Months Ended

Jun. 30, 2021

Lessor Disclosure [Abstract]

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

The table below presents the future minimum base rentals on our non-cancelable office tenant and ground leases for our consolidated properties at June 30, 2021:

Twelve months ending June 30:	(In thousands)
2022	$	631,454
2023	545,711
2024	439,075
2025	339,145
2026	255,188
Thereafter	676,260
Total future minimum base rentals(1)	$	2,886,833

___________________________________

(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 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 will not be exercised.

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Overview - Narrative (Details) $ in Thousands, ft² in Millions	Jun. 30, 2021 USD ($) ft² unit land_parcel joint_venture	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 30, 2020 USD ($) ft²	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Real Estate Properties [Line Items]
Consolidated debt	$ 5,002,123		$ 4,777,512
Number of joint ventures consolidated | joint_venture	3
Consolidated assets	$ 9,373,354		9,250,825
Consolidated investment in real estate	8,837,714		8,862,445
Consolidated liabilities	5,394,222		5,254,806
Consolidated liabilities related to debt	4,969,659		4,744,967
Consolidated equity	3,979,132	$ 4,020,525	3,996,019	$ 4,044,339	$ 4,129,707	$ 4,370,934
Consolidated equity related to noncontrolling interest	1,557,754		1,558,928
Subsidiaries
Real Estate Properties [Line Items]
Consolidated debt	3,412,123		$ 3,187,512
Consolidated entities
Real Estate Properties [Line Items]
Consolidated assets	9,370,000
Consolidated investment in real estate	8,840,000
Consolidated liabilities	5,390,000
Consolidated liabilities related to debt	4,970,000
Consolidated equity	3,980,000
Consolidated equity related to noncontrolling interest	$ 1,560,000
Wholly owned and Consolidated properties
Real Estate Properties [Line Items]
Number of land parcels subject to ground lease | land_parcel	2
Wholly owned and Consolidated properties | Office
Real Estate Properties [Line Items]
Area of real estate portfolio (sq ft) | ft²	17.8
Wholly owned and Consolidated properties | Multifamily
Real Estate Properties [Line Items]
Number of multifamily apartment units | unit	4,335
Unconsolidated Fund properties | Office
Real Estate Properties [Line Items]
Area of real estate portfolio (sq ft) | ft²	0.4			0.4

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Overview - Schedule of Properties Portfolio (Details) - property	Jun. 30, 2021	Jun. 30, 2020
Real Estate Properties [Line Items]
Number of properties	83
Office
Real Estate Properties [Line Items]
Number of properties	71
Office | Wholly-owned properties
Real Estate Properties [Line Items]
Number of properties	53
Office | Consolidated JV properties
Real Estate Properties [Line Items]
Number of properties	16
Office | Unconsolidated Fund properties
Real Estate Properties [Line Items]
Number of properties	2	2
Multifamily
Real Estate Properties [Line Items]
Number of properties	12
Multifamily | Wholly-owned properties
Real Estate Properties [Line Items]
Number of properties	11
Multifamily | Consolidated JV properties
Real Estate Properties [Line Items]
Number of properties	1
Consolidated Portfolio
Real Estate Properties [Line Items]
Number of properties	81
Consolidated Portfolio | Office
Real Estate Properties [Line Items]
Number of properties	69
Consolidated Portfolio | Office | Wholly-owned properties
Real Estate Properties [Line Items]
Number of properties	53
Consolidated Portfolio | Office | Consolidated JV properties
Real Estate Properties [Line Items]
Number of properties	16
Consolidated Portfolio | Office | Unconsolidated Fund properties
Real Estate Properties [Line Items]
Number of properties	0
Consolidated Portfolio | Multifamily
Real Estate Properties [Line Items]
Number of properties	12
Consolidated Portfolio | Multifamily | Wholly-owned properties
Real Estate Properties [Line Items]
Number of properties	11
Consolidated Portfolio | Multifamily | Consolidated JV properties
Real Estate Properties [Line Items]
Number of properties	1

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
Charge for uncollectible amounts	$ 0.8	$ 29.8	$ 2.5	$ 35.0
Office parking revenue	16.2	$ 14.7	31.1	$ 44.9
Office parking receivables	$ 0.7		$ 0.7		$ 0.6

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Investment in Real Estate - Investment in Real Estate (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Investment in real estate
Land	$ 1,150,821	$ 1,150,821
Buildings and improvements	9,391,155	9,344,653
Tenant improvements and lease intangibles	934,004	928,867
Property under development	323,041	254,297
Investment in real estate, gross	$ 11,799,021	$ 11,678,638

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Ground Lease - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Lessee Disclosure [Abstract]
Fixed rent payments due per year on ground lease	$ 733		$ 733
Ground lease right-of-use asset	7,468		7,468		$ 7,472
Ground lease liability	10,865		10,865		$ 10,871
Ground rent expense	$ 183	$ 183	$ 365	$ 365

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Ground Lease - Future Minimum Ground Lease Payments (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Future minimum ground lease payments for twelve months ending June 30:
2022	$ 733
2023	733
2024	733
2025	733
2026	733
Thereafter	44,345
Total future minimum lease payments	$ 48,010

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Acquired Lease Intangibles - Summary of Acquired Lease Intangibles (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired lease intangible assets, net	$ 4,628	$ 5,141
Acquired lease intangible liabilities, net	29,204	35,223
Above Market Tenant Leases
Acquired Finite-Lived Intangible Assets [Line Items]
Off-market lease, assets	6,736	6,848
Accumulated amortization	(3,011)	(2,618)
Above Market Ground Leases
Acquired Finite-Lived Intangible Assets [Line Items]
Off-market lease, assets	1,152	1,152
Accumulated amortization	(249)	(241)
Below Market Tenant Leases
Acquired Finite-Lived Intangible Assets [Line Items]
Below-market tenant leases	70,837	81,934
Below-market tenant leases - accumulated accretion	$ (41,633)	$ (46,711)

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Acquired Lease Intangibles - Impact on Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization/accretion of above/below-market leases	$ 2,391	$ 4,315	$ 5,505	$ 8,571
Rental revenues | Tenant Lease
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization/accretion of above/below-market leases	2,395	4,320	5,513	8,579
Office parking and other income | Above Market Ground Leases
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization/accretion of above/below-market leases	$ (4)	$ (5)	$ (8)	$ (8)

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Investment in Unconsolidated Fund - Narrative (Details) $ in Thousands, ft² in Millions	6 Months Ended
	Jun. 30, 2021 USD ($) ft² property	Jun. 30, 2020 USD ($) ft² property
Schedule of Equity Method Investments [Line Items]
Number of properties	83
Acquisition of additional interests in unconsolidated Fund | $	$ 0	$ 6,591
Percentage of amounts related to the Fund	100.00%
Partnership X
Schedule of Equity Method Investments [Line Items]
Equity interest of the fund (percent)	33.50%	33.50%
Purchase of additional equity interest (percent)		3.60%
Acquisition of additional interests in unconsolidated Fund | $		$ 6,600
Office Buildings
Schedule of Equity Method Investments [Line Items]
Number of properties	71
Office Buildings | Unconsolidated Fund properties
Schedule of Equity Method Investments [Line Items]
Number of properties	2	2
Area of real estate portfolio (sq ft) | ft²	0.4	0.4

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Investment in Unconsolidated Fund - Summary of Cash Distributions Received from Funds (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Real Estate Investments, Net [Abstract]
Operating distributions received	$ 450	$ 394
Capital distributions received	256	548
Total distributions received	$ 706	$ 942

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Investment in Unconsolidated Fund - Selected Financial Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Balance Sheet
Total assets	$ 9,373,354		$ 9,373,354		$ 9,250,825
Total liabilities	5,394,222		5,394,222		5,254,806
Total equity	2,421,378		2,421,378		2,437,091
Statement of Operations
Total revenues	225,006	$ 207,796	441,301	$ 459,146
Net income	16,197	$ 2,030	27,798	28,953
Unconsolidated Funds
Balance Sheet
Total assets	128,707		128,707		133,617
Total liabilities	107,200		107,200		112,706
Total equity	$ 21,507		21,507		$ 20,911
Statement of Operations
Total revenues			8,211	7,597
Operating income			2,229	1,686
Net income			$ 1,140	$ 372

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Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020
Other Assets [Abstract]
Restricted cash, balance sheet line item	Total other assets	Total other assets
Restricted cash	$ 132	$ 132	$ 121
Prepaid expenses	4,499	13,774
Other indefinite-lived intangibles	1,988	1,988
Furniture, fixtures and equipment, net	2,255	2,358
Other	3,610	3,331
Total other assets	$ 12,484	$ 21,583

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Secured Notes Payable and Revolving Credit Facility, Net - Schedule of Secured Notes Payable and Revolving Credit Facility (Details)	6 Months Ended
	Jun. 30, 2021 USD ($) property	Jul. 01, 2022	Jul. 01, 2021	Mar. 31, 2021	Dec. 31, 2020 USD ($)	Mar. 31, 2020
Debt Instrument [Line Items]
Principal balance	$ 5,002,123,000				$ 4,777,512,000
Unamortized loan premium, net	4,239,000				4,467,000
Unamortized deferred loan costs, net	(36,703,000)				(37,012,000)
Secured notes payable and revolving credit facility, net	$ 4,969,659,000				4,744,967,000
Minimum number of separate collateral pools used to secure loans | property	1
Loan premium accumulated amortization	$ 3,000,000.0				2,700,000
Accumulated amortization on deferred loan costs	$ 42,400,000				38,300,000
Secured Debt | LIBOR
Debt Instrument [Line Items]
Loan agreement LIBOR floor	0.00%
Secured Debt | Term Loan at 4.55% Jun 01 2038
Debt Instrument [Line Items]
Principal amortization period (in years)	30 years
Floating rate term loan | Partnership X
Debt Instrument [Line Items]
Maturity date	Mar. 01, 2023
Principal balance	$ 104,800,000
Loan agreement LIBOR floor	0.00%
Floating rate term loan | LIBOR | Partnership X
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.40%
Wholly Owned Subsidiaries
Debt Instrument [Line Items]
Principal balance	$ 3,412,123,000				3,187,512,000
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.46% Jan 01 2024
Debt Instrument [Line Items]
Maturity date	Jan. 01, 2024
Principal balance	$ 300,000,000				300,000,000
Fixed interest rate	3.46%
Swap Maturity Date	Jan. 01, 2022
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.46% Jan 01 2024 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.55%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.84% Mar 03 2025
Debt Instrument [Line Items]
Maturity date	Mar. 03, 2025
Principal balance	$ 335,000,000				335,000,000
Fixed interest rate	3.84%
Swap Maturity Date	Mar. 01, 2023
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.84% Mar 03 2025 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.30%
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 2.76% Apr 01 2025
Debt Instrument [Line Items]
Maturity date	Apr. 01, 2025
Principal balance	$ 102,400,000				102,400,000
Fixed interest rate	2.76%
Swap Maturity Date	Mar. 01, 2023
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 2.76% Apr 01 2025 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.07% Aug 15 2026
Debt Instrument [Line Items]
Maturity date	Aug. 15, 2026
Principal balance	$ 415,000,000				415,000,000
Fixed interest rate	3.07%
Swap Maturity Date	Aug. 01, 2025
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.07% Aug 15 2026 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.10%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.44% Sep 19 2026
Debt Instrument [Line Items]
Maturity date	Sep. 19, 2026
Principal balance	$ 400,000,000				400,000,000
Fixed interest rate	2.44%
Swap Maturity Date	Sep. 01, 2024
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.44% Sep 19 2026 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.15%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.36% Sep 26 2026
Debt Instrument [Line Items]
Maturity date	Sep. 26, 2026
Principal balance	$ 200,000,000				200,000,000
Fixed interest rate	2.36%
Swap Maturity Date	Oct. 01, 2024
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.36% Sep 26 2026 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.20%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.18% Nov 01 2026
Debt Instrument [Line Items]
Maturity date	Nov. 01, 2026
Principal balance	$ 400,000,000				400,000,000
Fixed interest rate	2.18%
Swap Maturity Date	Oct. 01, 2024
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.18% Nov 01 2026 | Subsequent Event
Debt Instrument [Line Items]
Fixed interest rate			2.31%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.18% Nov 01 2026 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.15%
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 3.16% Jun 01 2027
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2027
Principal balance	$ 550,000,000				550,000,000
Fixed interest rate	3.16%
Swap Maturity Date	Jun. 01, 2022
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 3.16% Jun 01 2027 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.37%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.21% May 18 2028
Debt Instrument [Line Items]
Maturity date	May 18, 2028
Principal balance	$ 300,000,000
Fixed interest rate	2.21%
Swap Maturity Date	Jun. 01, 2026
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 2.21% May 18 2028 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.40%
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 3.26% Jun 01 2029
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2029
Principal balance	$ 255,000,000				255,000,000
Fixed interest rate	3.26%
Swap Maturity Date	Jun. 01, 2027
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 3.26% Jun 01 2029 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.98%
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 3.25% Jun 01 2029
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2029
Principal balance	$ 125,000,000				125,000,000
Fixed interest rate	3.25%
Swap Maturity Date	Jun. 01, 2027
Wholly Owned Subsidiaries | Secured Debt | Fannie Mae Loan at 3.25% Jun 01 2029 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.98%
Wholly Owned Subsidiaries | Secured Debt | Term Loan at 4.55% Jun 01 2038
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2038
Principal balance	$ 29,723,000				30,112,000
Fixed interest rate	4.55%
Wholly Owned Subsidiaries | Line of Credit | Revolving Credit Facility with Maturity Aug 21 2023
Debt Instrument [Line Items]
Maturity date	Aug. 21, 2023
Principal balance	$ 0				75,000,000
Maximum borrowing capacity	$ 400,000,000.0
Wholly Owned Subsidiaries | Line of Credit | Revolving Credit Facility with Maturity Aug 21 2023 | Minimum
Debt Instrument [Line Items]
Unused commitment fees (as a percent)	0.10%
Wholly Owned Subsidiaries | Line of Credit | Revolving Credit Facility with Maturity Aug 21 2023 | Maximum
Debt Instrument [Line Items]
Unused commitment fees (as a percent)	0.15%
Wholly Owned Subsidiaries | Line of Credit | Revolving Credit Facility with Maturity Aug 21 2023 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.15%
Consolidated JV | Secured Debt | Term Loan at 2.17% Feb 28 2023
Debt Instrument [Line Items]
Maturity date	Feb. 28, 2023
Principal balance	$ 580,000,000				580,000,000
Fixed interest rate				2.17%		2.37%
Swap Maturity Date	Jun. 01, 2025
Consolidated JV | Secured Debt | Term Loan at 2.17% Feb 28 2023 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.40%
Consolidated JV | Secured Debt | Term Loan at 3.47% Dec 19 2024
Debt Instrument [Line Items]
Maturity date	Dec. 19, 2024
Principal balance	$ 400,000,000				400,000,000
Fixed interest rate	3.47%
Swap Maturity Date	Jan. 01, 2023
Consolidated JV | Secured Debt | Term Loan at 3.47% Dec 19 2024 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.30%
Consolidated JV | Secured Debt | Term Loan at 3.04% May 15 2027
Debt Instrument [Line Items]
Maturity date	May 15, 2027
Principal balance	$ 450,000,000				450,000,000
Fixed interest rate	3.04%
Swap Maturity Date	Apr. 01, 2025
Consolidated JV | Secured Debt | Term Loan at 3.04% May 15 2027 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.35%
Consolidated JV | Secured Debt | Fannie Mae at 3.25% Jun 01 2029
Debt Instrument [Line Items]
Maturity date	Jun. 01, 2029
Principal balance	$ 160,000,000				$ 160,000,000
Fixed interest rate	3.25%
Swap Maturity Date	Jul. 01, 2027
Consolidated JV | Secured Debt | Fannie Mae at 3.25% Jun 01 2029 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.98%
Forecast | Wholly Owned Subsidiaries | Secured Debt | Term Loan at 3.04% May 15 2027
Debt Instrument [Line Items]
Fixed interest rate		2.26%

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Secured Notes Payable and Revolving Credit Facility, Net - Debt by Type (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Principal balance	$ 5,002,123	$ 4,777,512
Aggregate swapped to fixed rate loans
Debt Instrument [Line Items]
Principal balance	4,972,400	4,672,400
Aggregate fixed rate loans
Debt Instrument [Line Items]
Principal balance	29,723	30,112
Aggregate floating rate loans
Debt Instrument [Line Items]
Principal balance	$ 0	$ 75,000

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Secured Notes Payable and Revolving Credit Facility, Net - Debt Statistics (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($)
Debt Disclosure [Abstract]
Principal balance	$ 5,000,000
Weighted average remaining life (including extension options)	5 years
Weighted average remaining fixed interest period	3 years
Weighted average annual interest rate	2.94%

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Secured Notes Payable and Revolving Credit Facility, Net - Future Principal Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Minimum Future Principal Payments Due
2022	$ 805
2023	580,842
2024	300,881
2025	838,322
2026	965
Thereafter	3,280,308
Total future principal payments	$ 5,002,123	$ 4,777,512

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Secured Notes Payable and Revolving Credit Facility, Net - Loan Costs and Accumulated Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Loan Costs Included In Interest Expense
Loan premium amortized and written off			$ (228)	$ (2,043)
Deferred loan costs amortized and written off			4,192	3,791
Interest Expense
Loan Costs Included In Interest Expense
Loan premium amortized and written off	$ (115)	$ (1,828)	(228)	(2,043)
Deferred loan costs amortized and written off	2,171	1,915	4,192	3,791
Loan costs expensed	35	965	35	965
Total	$ 2,091	$ 1,052	$ 3,999	$ 2,713

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Interest Payable, Accounts Payable and Deferred Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accounts Payable and Accrued Liabilities [Abstract]
Interest payable	$ 12,160	$ 12,199
Accounts payable and accrued liabilities	91,938	81,595
Deferred revenue	45,147	50,550
Total interest payable, accounts payable and deferred revenue	$ 149,245	$ 144,344

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Derivative Contracts - Derivative Summary (Details)	Jun. 30, 2021 USD ($) instrument
Derivative [Line Items]
Percentage of notional amount disclosed	100.00%
Interest Rate Swap | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging
Derivative [Line Items]
Number of Interest Rate Swaps | instrument	38
Notional	$ 5,017,400,000
Percentage of notional amount disclosed	100.00%
Swaps with increasing notional value | Interest Rate Swap | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging
Derivative [Line Items]
Number of Interest Rate Swaps | instrument	4
Notional	$ 90,000,000.0
Future notional	$ 850,000,000.0

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Derivative Contracts - Credit-risk related Contingent Features (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Percentage of notional amount disclosed	100.00%
Unconsolidated Funds
Derivative Instruments, Gain (Loss) [Line Items]
Percentage of notional amount disclosed	100.00%
Interest Rate Swap | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Fair value derivatives in net liability position	$ 141,417	$ 225,166
Percentage of notional amount disclosed	100.00%
Interest Rate Swap | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging | Unconsolidated Funds
Derivative Instruments, Gain (Loss) [Line Items]
Fair value derivatives in net liability position	$ 0	$ 208
Percentage of notional amount disclosed	100.00%

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Derivative Contracts - Counterparty Credit Risk (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives in an asset position	$ 303	$ 0
Percentage of notional amount disclosed	100.00%
Interest Rate Swap | Derivatives Designated as Cash Flow Hedges | Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives in an asset position	$ 129	$ 0
Percentage of notional amount disclosed	100.00%

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Derivative Contracts - Impact of Hedges on AOCI and Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Derivative [Line Items]
Loss recorded in AOCI before reclassifications			$ 44,219	$ (241,189)
Interest Expense presented in the consolidated statements of operations	$ (35,935)	$ (35,190)	(71,140)	(70,610)
Income from unconsolidated Fund presented in the consolidated statements of operations	$ 286	$ (140)	453	183
Unconsolidated Funds
Derivative [Line Items]
Loss recorded in AOCI before reclassifications			(1)	(403)
Cash Flow Hedging | Derivatives Designated as Cash Flow Hedges
Derivative [Line Items]
Loss recorded in AOCI before reclassifications			44,219	(241,189)
Loss (gain) reclassified from AOCI			36,602	13,373
Cash Flow Hedging | Derivatives Designated as Cash Flow Hedges | Unconsolidated Funds
Derivative [Line Items]
Loss recorded in AOCI before reclassifications			(1)	(403)
Loss (gain) reclassified from AOCI			$ 46	$ (35)

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Derivative Contracts - Future Reclassifications from AOCI (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Losses to be reclassified from AOCI	$ (70,905)

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Equity - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Number common shares issued in exchange for equal number of OP units (in shares)	7,000	5,000
Number of OP units and fully-vested LTIP units redeemed (in shares)	3,548	150
Cash paid for repurchase OP units	$ 105	$ 7
Outstanding common stock (in shares)	175,470,767		175,463,887
Number of shares of common stock issued upon redemption of one OP unit (in shares)	1
Operating Partnership
Schedule of Equity Method Investments [Line Items]
Noncontrolling interests ownership in the operating partnership (in shares)	30,100,000
Noncontrolling interests ownership in the operating partnership (percent)	15.00%
Outstanding common stock (in shares)	175,500,000

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Equity - Changes in Ownership Interest in Operating Partnership (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stockholders' Equity Note [Abstract]
Net income attributable to common stockholders	$ 16,197	$ 2,030	$ 27,798	$ 28,953
Transfers from noncontrolling interests:
Exchange of OP Units with noncontrolling interests			111	90
Repurchase of OP Units from noncontrolling interests			(48)	(4)
Net transfers from noncontrolling interests			63	86
Change from net income attributable to common stockholders and transfers from noncontrolling interests			$ 27,861	$ 29,039

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Equity - AOCI Reconciliation (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 3,996,019	$ 4,370,934
Other comprehensive income (loss) before reclassifications	44,219	(241,189)
Reclassification of loss from AOCI to Interest Expense	36,602	13,373
Net current period OCI	80,866	(228,254)
OCI attributable to noncontrolling interests	(26,176)	66,245
OCI attributable to common stockholders	54,690	(162,009)
Ending balance	3,979,132	4,044,339
Unconsolidated Funds
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Other comprehensive income (loss) before reclassifications	(1)	(403)
Reclassification of loss from AOCI to Interest Expense	46	(35)
AOCI
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(148,035)	(17,462)
Ending balance	$ (93,345)	$ (179,471)

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Equity - Equity Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stockholders' Equity Note [Abstract]
Stock-based compensation expense, net	$ 2,347	$ 2,812	$ 5,041	$ 5,753
Capitalized stock-based compensation	$ 759	$ 751	$ 1,474	$ 1,610

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EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net income attributable to common stockholders	$ 16,197	$ 2,030	$ 27,798	$ 28,953
Allocation to participating securities: Unvested LTIP Units	(215)	(206)	(435)	(413)
Net income attributable to common stockholders - basic	15,982	1,824	27,363	28,540
Net income attributable to common stockholders - diluted	$ 15,982	$ 1,824	$ 27,363	$ 28,540
Weighted average number of shares outstanding, basic (in shares)	175,471,000	175,375,000	175,468,000	175,374,000
Weighted average number of shares outstanding, diluted (in shares)	175,471,000	175,375,000	175,468,000	175,374,000
Earnings per share, basic (in dollars per share)	$ 0.09	$ 0.01	$ 0.16	$ 0.16
Earnings per share, diluted (in dollars per share)	$ 0.09	$ 0.01	$ 0.16	$ 0.16
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares of common stock issued upon exchange of one OP unit or one vested LTIP unit (in shares)			1	1
OP Units
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)	28,194,000	28,293,000	28,199,000	28,294,000
Vested LTIP Units
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)	1,885,000	808,000	1,878,000	803,000

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Fair Value of Financial Instruments - Financial Instruments Disclosed at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Ground lease liability	$ 10,865	$ 10,871
Fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Secured notes payable	4,970,685	4,719,462
Ground lease liability	8,541	11,865
Carrying value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Secured notes payable	5,006,362	4,706,979
Ground lease liability	$ 10,865	$ 10,871

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Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Derivative Assets:
Interest rate contract assets	$ 303	$ 0
Derivative Liabilities:
Fair value - derivatives	$ 132,854	214,016
Percentage of notional amount disclosed	100.00%
Unconsolidated Funds
Derivative Liabilities:
Percentage of notional amount disclosed	100.00%
Level 2
Derivative Assets:
Interest rate contract assets	$ 303	0
Derivative Liabilities:
Fair value - derivatives	132,854	214,016
Level 2 | Unconsolidated Funds
Derivative Liabilities:
Fair value - derivatives	$ 0	$ 137

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Segment Reporting - Narrative (Details)	6 Months Ended
	Jun. 30, 2021 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		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Total revenues	$ 225,006	$ 207,796	$ 441,301	$ 459,146
Segment profit	152,214	138,639	297,020	310,969
Office Segment
Segment Reporting Information [Line Items]
Total revenues	191,926	176,989	378,569	396,878
Expenses	(63,541)	(60,301)	(125,719)	(129,965)
Segment profit	128,385	116,688	252,850	266,913
Multifamily Segment
Segment Reporting Information [Line Items]
Total revenues	33,080	30,807	62,732	62,268
Expenses	(9,251)	(8,856)	(18,562)	(18,212)
Segment profit	$ 23,829	$ 21,951	$ 44,170	$ 44,056

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Segment Reporting - Reconciliation of Segment Profit to Net Income Attributable to Common Stockholders (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting [Abstract]
Total profit from all segments	$ 152,214	$ 138,639	$ 297,020	$ 310,969
General and administrative expenses	(9,558)	(9,863)	(19,129)	(20,198)
Depreciation and amortization	(93,900)	(98,765)	(186,697)	(196,542)
Other income	1,329	325	1,680	2,314
Other expenses	(454)	(478)	(617)	(1,874)
Income (Loss) from unconsolidated Fund	286	(140)	453	183
Interest expense	(35,935)	(35,190)	(71,140)	(70,610)
Net income (loss)	13,982	(5,472)	21,570	24,242
Less: Net loss attributable to noncontrolling interests	2,215	7,502	6,228	4,711
Net income attributable to common stockholders	$ 16,197	$ 2,030	$ 27,798	$ 28,953

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Future Minimum Lease Rental Receipts (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($) land_parcel
Future minimum base rentals to be received for twelve months ending June 30:
2022	$ 631,454
2023	545,711
2024	439,075
2025	339,145
2026	255,188
Thereafter	676,260
Total future minimum base rentals	$ 2,886,833
Future minimum payments receivable maximum term	1 year
Wholly-owned properties
Lessor, Lease, Description [Line Items]
Number of land parcels subject to ground lease | land_parcel	2

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Commitments, Contingencies and Guarantees - Narrative (Details) ft² in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($) ft² apartment building property	Dec. 31, 2020 USD ($)
Other Commitments [Line Items]
Number of buildings containing asbestos | building	32
Principal balance	$ 5,002,123	$ 4,777,512
Partnership X | Floating rate term loan
Other Commitments [Line Items]
Principal balance	$ 104,800
Maturity date	Mar. 01, 2023
Number of properties secured by debt | property	2
Partnership X | Floating rate term loan | LIBOR
Other Commitments [Line Items]
Debt instrument, basis spread on variable rate	1.40%
Development Projects
Other Commitments [Line Items]
Aggregate remaining contractual commitment	$ 136,800
Development Projects | California
Other Commitments [Line Items]
Number of apartments under construction | apartment	376
Development Projects | Hawaii
Other Commitments [Line Items]
Number of apartments under construction | apartment	493
Retail square footage (sq ft) | ft²	490
Repositionings, Capital Expenditure Projects, and Tenant Improvements
Other Commitments [Line Items]
Aggregate remaining contractual commitment	$ 20,900