ex99-2.htm

This Supplemental Operating and Financial Data contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. You should not rely on forward looking statements as predictions of future events. Forward looking statements involve numerous risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward looking statement made by us. These risks and uncertainties include, but are not limited to: adverse economic and real estate developments in Southern California and Honolulu; decreased rental rates or increased tenant incentives and vacancy rates; defaults on, early terminations of, or non-renewal of leases by tenants; increased interest rates and operating costs; failure to generate sufficient cash flows to service our outstanding indebtedness; difficulties in identifying properties to acquire and completing acquisitions; failure to successfully operate acquired properties and operations; failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended; possible adverse changes in rent control laws and regulations; environmental uncertainties; risks related to natural disasters; lack or insufficient amount of insurance; inability to successfully expand into new markets or submarkets; risks associated with property development; conflicts of interest with our officers; changes in real estate and zoning laws and increases in real property tax rates; the consequences of any future terrorist attacks; and other risks and uncertainties detailed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Number of office properties owned (1)	55
Square feet owned (in thousands) (1)	13,327
Office leased rate as of June 30, 2008 (excluding 6 properties acquired at the end of March 2008)	95.5	%
Office occupied rate as of June 30, 2008 (excluding 6 properties acquired at the end of March 2008) (2)	94.5	%
Office leased rate as of June 30, 2008 (including 6 properties acquired at the end of March 2008)	94.8	%
Office occupied rate as of June 30, 2008 (including 6 properties acquired at the end of March 2008) (2)	93.8	%
Number of multifamily properties owned	9
Number of multifamily units owned	2,868
Multifamily leased rate as of June 30, 2008	99.2	%
Market capitalization (in thousands):
Total debt(3) (4)	3,706,050
Common equity capitalization(5)	3,426,820
Total market capitalization	7,132,870
Debt/total market capitalization	52.0	%
Common stock data (NYSE:DEI):
Range of closing prices(6)	$21.64 - $24.81
Closing price at quarter end	$21.97
Weighted average fully diluted shares outstanding (in thousands) (6) (7)	156,724
Shares of common stock outstanding on June 30, 2008 (in thousands) (8)	121,386

(1)	Includes 6 properties totaling 1.4 million square feet acquired at the end of March 2008. All properties are 100% owned except Honolulu Club where we own a two-thirds interest.
(2)	Represents percent leased less signed leases not yet commenced.
(3)	Excludes non-cash loan premium.
(4)	Excludes one-third of the $18 million debt balance carried by a consolidated joint venture formed in 2008, of which our Operating Partnership (OP) owns a two-thirds interest.
(5)	Common equity capitalization represents the total number of shares of common stock and OP units outstanding multiplied by the closing price of our stock at the end of the period.
(6)	For the quarter ended June 30, 2008.
(7)	Fully diluted shares shown here represent ownership in our company through shares of common stock and OP units.
(8)	This amount represents undiluted shares, and does not include OP units.

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

	June 30, 2008			December 31, 2007
	(unaudited)
Assets
Investment in real estate:
Land	$	890,148		$	825,560
Buildings and improvements		5,515,561			4,978,124
Tenant improvements and lease intangibles		530,368			460,486
		6,936,077			6,264,170
Less: accumulated depreciation		(362,721	)		(242,114	)
Net investment in real estate		6,573,356			6,022,056

Cash and cash equivalents		2,764			5,843
Tenant receivables, net		553			955
Deferred rent receivables, net		28,447			20,805
Interest rate contracts		94,932			84,600
Acquired lease intangible assets, net		21,701			24,313
Other assets		25,636			31,396
Total assets	$	6,747,389		$	6,189,968

Liabilities
Secured notes payable	$	3,712,050		$	3,080,450
Unamortized non-cash debt premium		22,891			25,227
Interest rate contracts		133,769			129,083
Accrued interest payable		20,723			13,963
Accounts payable and accrued expenses		37,539			48,741
Acquired lease intangible liabilities, net		219,730			218,371
Security deposits		35,298			31,309
Dividends payable		22,760			19,221
Total liabilities		4,204,760			3,566,365

Minority interests		568,844			793,764

Stockholders’ Equity
Common stock		1,214			1,098
Additional paid-in capital		2,275,364			2,019,716
Accumulated other comprehensive income		(88,178	)		(101,163	)
Accumulated deficit		(214,615	)		(89,812	)
Total stockholders’ equity		1,973,785			1,829,839
Total liabilities and stockholders’ equity	$	6,747,389		$	6,189,968

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenues:
Office rental:
Rental revenues	$	111,213		$	92,884		$	210,229		$	184,496
Tenant recoveries		7,269			5,575			12,637			13,761
Parking and other income		13,911			11,098			26,571			22,198
Total office revenues		132,393			109,557			249,437			220,455

Multifamily rental:
Rental revenues		16,423			16,879			33,647			33,393
Parking and other income		559			526			1,119			1,017
Total multifamily revenues		16,982			17,405			34,766			34,410

Total revenues		149,375			126,962			284,203			254,865

Operating Expenses:
Office expenses		36,574			31,337			67,938			64,631
Multifamily expenses		3,759			3,872			7,636			8,795
General and administrative		5,729			5,120			11,014			10,162
Depreciation and amortization		63,858			50,494			120,607			101,615
Total operating expenses		109,920			90,823			207,195			185,203

Operating income		39,455			36,139			77,008			69,662

Interest and other income		123			372			532			454
Interest expense		(51,791	)		(38,313	)		(92,994	)		(76,615	)
Loss before minority interests		(12,213	)		(1,802	)		(15,454	)		(6,499	)
Minority interests		2,785			542			3,526			1,966
Net loss	$	(9,428	)	$	(1,260	)	$	(11,928	)	$	(4,533	)

Net loss per common share – basic and diluted(1)	$	(0.08	)	$	(0.01	)	$	(0.10	)	$	(0.04	)

Weighted average shares of common stock outstanding – basic and diluted(1)		121,314			114,862			119,799			114,933

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Funds From Operations (FFO) (1)
Net Loss	$	(9,428	)	$	(1,260	)	$	(11,928	)	$	(4,533	)
Depreciation and amortization of real estate assets		63,858			50,494			120,607			101,612
Minority interests		(2,785	)		(542	)		(3,526	)		(1,966	)
Loss on asset disposition		32			-			32			-
Less: adjustments attributable to minority interest in consolidated joint venture		(99	)		-			(162	)		-
FFO	$	51,578		$	48,692		$	105,023		$	95,113
Adjusted Funds From Operations (AFFO) (2)
FFO	$	51,578		$	48,692		$	105,023		$	95,113
Straight-line rent adjustment		(3,371	)		(4,502	)		(7,642	)		(9,007	)
Amortization of acquired above and below market leases		(11,493	)		(10,074	)		(21,691	)		(19,937	)
Amortization of interest rate contracts and loan premium		4,362			1,850			5,002			4,324
Amortization of prepaid financing		478			251			840			500
Recurring capital expenditures, tenant improvements and leasing commissions		(6,341	)		(6,576	)		(11,899	)		(12,505	)
Non-cash compensation expense		1,049			736			4,340			1,362
Less: adjustments attributable to minority interest in consolidated joint venture		48			-			48			-
AFFO	$	36,310		$	30,377		$	74,021		$	59,850
Weighted average share equivalents outstanding (in thousands) - diluted		156,724			165,709			156,573			166,048
FFO per share- diluted	$	0.33		$	0.29		$	0.67		$	0.57
Dividends per share declared	$	0.1875		$	0.1750		$	0.3750		$	0.3500
AFFO payout ratio		80.54	%		93.90	%		78.91	%		95.92	%

(1)

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

(2)

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

	Three Months Ended June 30,
	2008			2007			% Change

Number of properties		46			46
Rentable square feet		11,586,150			11,585,250
Average % leased		95.4	%		95.4	%
Average % occupied		94.4	%		93.4	%

Same Property Net Operating Income - GAAP Basis(1)(3)
Total office revenues	$	114,790		$	109,102			5.2	%
Total multifamily revenues		16,982			17,405			(2.4	)
Total revenues		131,772			126,507			4.2

Total office expense		31,072			31,238			(0.5	)
Total multifamily expense		3,759			3,872			(2.9	)
Total property expense		34,831			35,110			(0.8	)

Same Property NOI - GAAP basis	$	96,941		$	91,397			6.1	%

Same Property Net Operating Income - Cash Basis(1)(2)(3)
Total office revenues	$	104,659		$	96,867			8.0	%
Total multifamily revenues		16,058			15,501			3.6
Total revenues		120,717			112,368			7.4

Total office expense		31,237			31,639			(1.3	)
Total multifamily expense		3,759			3,872			(2.9	)
Total property expense		34,996			35,511			(1.5	)

Same Property NOI - cash basis	$	85,721		$	76,857			11.5	%

NOTE: See page 10 for our description of same property, cash basis and NOI.

	Three Months Ended June 30,
	2008			2007
Same property office revenues - cash basis (1)(2)	$	104,659		$	96,867
GAAP adjustments		10,131			12,235
Same property office revenues - GAAP basis		114,790			109,102

Same property multifamily revenues - cash basis		16,058			15,501
GAAP adjustments		924			1,904
Same property multifamily revenues - GAAP basis		16,982			17,405

Same property revenues - GAAP basis		131,772			126,507
Same property office expenses - GAAP basis		(31,072	)		(31,238	)
Same property multifamily expenses - GAAP basis		(3,759	)		(3,872	)
Same property Net Operating Income (NOI)(3) - GAAP basis		96,941			91,397

Non-same property NOI - GAAP Basis		12,101			356

Total property NOI - GAAP basis		109,042			91,753
General and administrative expenses		(5,729	)		(5,120	)
Depreciation and amortization		(63,858	)		(50,494	)
Operating income		39,455			36,139
Interest and other income		123			372
Interest expense		(51,791	)		(38,313	)
Loss before minority interests		(12,213	)		(1,802	)
Minority interests		2,785			542
Net loss	$	(9,428	)	$	(1,260	)

NOTE: See page 10 for our description of same property, cash basis and NOI.

(1)	To facilitate a more meaningful comparison of net operating income (NOI), as defined below, between periods, we calculate the amounts attributable to comparable properties, which we call same properties, that have been owned and operated by us during the entire span of both periods compared. Therefore, any properties either acquired after the first day of the earlier comparison period or sold before the last day of the later comparison period are excluded from same properties. We may also exclude from the same property set any property that is undergoing a major repositioning project that would impact the comparability of its results between two periods.
(2)	NOI as defined below includes the revenue and expense directly attributable to our real estate properties calculated in accordance with accounting principles generally accepted in the United States of America (GAAP), and is specifically labeled as GAAP basis. We also believe that NOI calculated on a cash basis is useful for investors to understand our operations. Cash basis NOI is also a non-GAAP measure, which we calculate by excluding from GAAP basis NOI our straight-line rent adjustments and the amortization of above/below market lease intangible assets and liabilities. Accordingly, cash basis NOI should be considered only as a supplement to net income as a measure of our performance. Cash basis NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. Cash basis NOI should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.
(3)	Reported net income (or loss) is computed in accordance with GAAP. In contrast, NOI is a non-GAAP measure consisting of the revenue and expense attributable to the real estate properties that we own and operate. The most directly comparable GAAP measure to NOI is net income (or loss), adjusted to exclude general and administrative expense, depreciation and amortization expense, interest income, interest expense, income from unconsolidated partnerships, minority interests in consolidated partnerships, gains (or losses) from sales of depreciable operating properties, net income from discontinued operations and extraordinary items. Management uses NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or losses) from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. NOI should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

		Principal Balance		Variable Rate	Effective Annual Fixed Rate(1)	Maturity Date	Swap Maturity Date
Variable Rate Swapped to Fixed Rate:
Modified Term Loan I(2)(3)	$	2,300,000		LIBOR + 0.85%	5.20%	08/31/12	08/01/10 - 08/01/12
Term Loan II(4)		340,000		LIBOR + 1.50%	4.84	04/01/15	01/02/13
Fannie Mae Loan I(5)		293,000		DMBS + 0.60%	4.76	06/01/12	08/01/11
Fannie Mae Loan II(5)		95,080		DMBS + 0.60%	5.86	06/01/12	08/01/11
Fannie Mae Loan III(5)		36,920		DMBS + 0.60%	5.86	02/01/15	08/01/11
Fannie Mae Loan IV(5)		75,000		DMBS + 0.76%	4.93	02/01/15	08/01/11
Fannie Mae Loan V(5)		82,000		LIBOR + 0.62%	5.70	02/01/16	03/01/12
Fannie Mae Loan VI(5)		18,000		LIBOR + 0.62%	5.90	06/01/17	06/01/12
Subtotal		3,240,000	(6)		5.17%

Variable Rate:
General Electric Bridge Loan		380,000		LIBOR + 2.00%	--	01/02/09	--
Wells Fargo Loan(7)		18,000		LIBOR + 1.25%	--	03/01/10	--
$370 Million Senior Secured Revolving Credit Facility(8)		74,050		LIBOR / Fed Funds +(9)	--	10/30/09	--
Subtotal		3,712,050
Add: Unamortized Non-Cash Loan Premium(10)		22,891
Total	$	3,734,941

(1)	Includes the effect of interest rate contracts. Based on actual/365-day basis and excludes amortization of loan fees and unused fees on credit line.
(2)	Secured by seven separate cross-collateralized pools. Requires monthly payments of interest only, with outstanding principal due upon maturity.
(3)	Includes $1.11 billion swapped to 4.89% until August 1, 2010; $545.0 million swapped to 5.75% until December 1, 2010; $322.5 million swapped to 4.98% until August 1, 2011; and $322.5 million swapped to 5.02% until August 1, 2012.
(4)	Secured by four properties in a cross-collateralized pool. Requires monthly payments of interest only, with outstanding principal due upon maturity.
(5)	Secured by four separate collateralized pools. Fannie Mae Discount Mortgage-Backed Security (DMBS) generally tracks 90-day LIBOR.
(6)	As of June 30, 2008, the weighted average remaining life of our total outstanding debt is 4.2 years, and the weighted average remaining life of the interest rate swaps is 2.9 years.
(7)	This loan is carried by a consolidated joint venture formed in 2008, of which our Operating Partnership owns a two-thirds interest.
(8)	This credit facility is secured by nine properties and has two-one year extension options available.
(9)	This revolver bears interest at either LIBOR +0.70% or Fed Funds +0.95% at our election. If the amount outstanding exceeds $262.5 million, the credit facility bears interest at either LIBOR +0.80% or Fed Funds +1.05% at our election.
(10)	Represents non-cash mark-to-market adjustment on variable rate debt associated with office properties.

						Annualized		Monthly
						Rent Per		Rent Per
	Percent			Annualized		Leased		Leased
Submarket	Leased(1)			Rent(2)		Square Foot (3)		Square Foot
West Los Angeles
Brentwood		97.5	%	$	49,030,057	$	36.62	$	3.05
Olympic Corridor		94.1			31,132,431		30.71		2.56
Century City		98.8			31,383,728		35.17		2.93
Santa Monica (4)		98.3			43,315,820		46.76		3.90
Beverly Hills		95.3			44,218,876		36.11		3.01
Westwood		96.5			13,304,248		35.29		2.94
San Fernando Valley
Sherman Oaks/Encino		94.3			88,140,549		30.05		2.50
Warner Center/Woodland Hills		91.2			71,345,278		28.14		2.34
Tri-Cities
Burbank		100.0			13,383,871		31.79		2.65
Honolulu		92.3			22,026,943		33.51		2.79
Total /Weighted Average(5)		94.8		$	407,281,801		33.06		2.76


Recurring Capital Expenditures
- Office (per rentable square foot) for the three months ended June 30, 2008						$	0.13
- Office (per rentable square foot) for the six months ended June 30, 2008						$	0.20

(1)	Includes 136,995 square feet with respect to signed leases not yet commenced.
(2)	Represents annualized monthly cash rent under leases commenced as of June 30, 2008 (excluding 136,995 square feet with respect to signed leases not yet commenced). The amount reflects total cash rent before abatements. For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.
(3)	Represents annualized rent divided by leased square feet (excluding 136,995 square feet with respect to signed leases not commenced) as set forth in note (1) above for the total.
(4)	Includes $1,287,232 of annualized rent attributable to our corporate headquarters at our Lincoln/Wilshire property.
(5)	Office portfolio occupancy and in-place rents include the 6 properties acquired at the end of March 2008. Office portfolio occupancy and in-place rents excluding the 6 properties at the end of June 2008 were 95.5% and $370,061,847, respectively.

	Number of Leases	Number of Properties	Lease Expiration(1)	Total Leased Square Feet	Percent Rentable Square Feet			Annualized Rent(2)	Percent of Annualized Rent

Time Warner(3)	4	4	2010-2019	642,845	4.8	%	$	21,096,069	5.2%
AIG SunAmerica	1	1	2013	182,010	1.4			5,211,950	1.3
Health Net Inc.(4)	2	1	2008-2014	176,530	1.3			4,671,172	1.1
The Endeavor Agency, LLC	2	1	2019	103,421	0.8			4,202,029	1.0
Metrocities Mortgage, LLC(5)	2	2	2010-2015	138,040	1.0			3,942,564	1.0
Blue Shield of California	1	1	2009	135,106	1.0			3,939,691	1.0
Total	12	10		1,377,952	10.3	%	$	43,063,475	10.6%

(1)	Expiration dates are per leases and do not assume exercise of renewal, extension or termination options. For tenants with multiple leases, expirations are shown as a range.
(2)	Represents annualized monthly cash rent under leases commenced as of June 30, 2008. The amount reflects total cash rent before abatements. For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.
(3)	Includes a 62,000 square foot lease expiring in June 2010, a 10,000 square foot lease expiring in October 2013, a 150,000 square foot lease expiring in April 2016, and a 421,000 square foot lease expiring in September 2019.
(4)	Includes a 51,000 square foot lease expiring in December 2008 and a 125,000 square foot lease expiring in December 2014.
(5)	Includes a 8,000 square foot lease expiring in September 2010 and a 130,000 square foot lease expiring in February 2015.

	Number of Leases	Leases as a Percent of Total	Rentable Square Feet (1)	Square Feet as a Percent of Total		Annualized Rent(2)	Annualized Rent as a Percent of Total

2,500 or less	1,049	49.0%	1,437,730	10.8%	$	50,126,361	12.3%
2,501-10,000	810	37.9	3,921,817	29.4		128,908,417	31.7
10,001-20,000	183	8.6	2,586,223	19.4		83,651,271	20.5
20,001-40,000	67	3.1	1,840,441	13.8		60,673,191	14.9
40,001-100,000	23	1.1	1,285,952	9.6		45,905,570	11.3
Greater than 100,000	7	0.3	1,246,958	9.4		38,016,991	9.3
Subtotal	2,139	100.0%	12,319,121	92.4%		407,281,801	100.0%
Available	-	-	695,153	5.2		-	-
BOMA Adjustment(3)	-	-	99,916	0.8		-	-
Building Management Use	-	-	75,800	0.6		-	-
Signed leases not commenced	-	-	136,995	1.0		-	-
Total	2,139	100.0%	13,326,985	100.0%	$	407,281,801	100.0%

(1)	Based on BOMA 1996 remeasurement. Total consists of 12,456,116 leased square feet (includes 136,995 square feet with respect to signed leases not commenced), 695,153 available square feet, 75,800 building management use square feet, and 99,916 square feet of BOMA 1996 adjustment on leased space.
(2)	Represents annualized monthly cash base rent (i.e., excludes tenant reimbursements, parking and other revenue) under leases commenced as of June 30, 2008 (excluding 136,995 square feet with respect to signed leases not yet commenced). The amount reflects total cash rent before abatements. For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.
(3)	Represents square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.
(4)	Average tenant size is approximately 5,800 square feet. Median is approximately 2,600 square feet.

Year of Lease Expiration	Number of Leases Expiring	Rentable Square Feet(1)	Expiring Square Feet as a Percent of Total		Annualized Rent(2)	Annualized Rent as a Percent of Total		Annualized Rent Per Leased Square Foot(3)		Annualized Rent Per leased Square Foot at Expiration(4)

Available	-	695,153	5.2%	$	-	- %	$	-	$	-
2008	203	796,045	6.0		24,491,385	6.0		30.77		30.87
2009	469	1,847,897	13.9		58,584,813	14.4		31.70		32.41
2010	420	1,800,442	13.5		60,689,803	14.9		33.71		35.68
2011	352	1,722,736	12.9		57,423,067	14.1		33.33		36.90
2012	277	1,509,537	11.3		49,965,475	12.3		33.10		37.69
2013	197	1,407,048	10.6		48,197,279	11.8		34.25		41.43
2014	86	793,284	5.9		25,579,454	6.3		32.25		39.12
2015	47	571,058	4.3		17,934,623	4.4		31.41		39.64
2016	30	615,805	4.6		20,044,683	4.9		32.55		39.45
2017	27	275,460	2.1		9,003,663	2.2		32.69		43.36
2018	21	223,744	1.7		9,414,194	2.3		42.08		63.63
Thereafter	10	756,065	5.7		25,953,362	6.4		34.33		44.91
BOMA Adjustment(5)	-	99,916	0.7		-	-		-		-
Building Management Use	-	75,800	0.6		-	-		-		-
Signed leases not commenced	-	136,995	1.0		-	-		-		-
Total/Weighted Average	2,139	13,326,985	100.0%	$	407,281,801	100.0%	$	33.06	$	37.79

Submarket				Q3 2008			Q4 2008			Q1 2009			Q2 2009

West Los Angeles
	Brentwood	Expiring SF		46,116			34,555			44,644			35,784
		Rent per SF(1)	$	33.12		$	35.16		$	35.07		$	37.18
	Olympic Corridor	Expiring SF		40,640			18,356			40,002			59,194
		Rent per SF(1)	$	28.04		$	28.32		$	27.98		$	29.48
	Century City	Expiring SF		5,473			7,193			24,995			61,403
		Rent per SF(1)	$	33.31		$	33.06		$	34.37		$	32.42
	Santa Monica	Expiring SF		80,873			14,371			979			28,576
		Rent per SF(1)	$	37.56		$	42.89		$	43.89		$	47.92
	Beverly Hills	Expiring SF		43,899			40,108			29,693			41,681
		Rent per SF(1)	$	32.33		$	32.22		$	32.26		$	33.10
	Westwood	Expiring SF		10,542			9,011			14,460			10,930
		Rent per SF(1)	$	36.13		$	36.22		$	33.26		$	33.95
San Fernando Valley
	Sherman Oaks/Encino	Expiring SF		94,819			109,449			75,667			83,948
		Rent per SF(1)	$	29.14		$	28.41		$	30.18		$	29.12
	Warner Center/Woodland Hills	Expiring SF		69,688			153,657			96,770			221,841
		Rent per SF(1)	$	24.93		$	29.79		$	28.41		$	27.23
Tri-Cities
	Burbank	Expiring SF		-			-			-			-
		Rent per SF(1)	$	-		$	-		$	-		$	-
Honolulu		Expiring SF		7,392			9,903			4,484			10,772
		Rent per SF(1)	$	26.01		$	29.94		$	30.87		$	36.17
Total		Expiring SF		399,442	(2)		396,603	(3)		331,694	(4)		554,129	(5)
		Rent per SF(1)	$	30.99		$	30.74		$	30.74		$	30.79

(1)	Represents annualized base rent (i.e., excludes tenant reimbursements, parking and other revenue) per leased square foot at expiration. The amount reflects total cash rent before abatements. For our Burbank and Honolulu office properties, annualized rent is converted from triple net to gross by adding expense reimbursements to base rent.
(2)	As of June 30, 2008, 313,156 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending September 30, 2008.
(3)	As of June 30, 2008, 126,655 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending December 31, 2008.
(4)	As of June 30, 2008, 65,962 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending March 31, 2009.
(5)	As of June 30, 2008, 13,466 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending June 30, 2009.

(1)	Excludes a 46,000 square foot fitness center lease at Honolulu Club. The 240-month new lease was executed in April 2008 as part of the sale of the fitness center by Douglas Emmett, Inc. to a third-party fitness center operator. This lease replaced a lease entered into between two subsidiaries of Douglas Emmett, Inc. in February 2008.
(2)	Represents the difference between initial stabilized cash rents on new and renewal leases as compared to the expiring cash rents on the same space.
(3)	Represents a comparison between straight-line rent on expiring leases and the straight-line rent for new leases on the same space.
(4)	Represents weighted average lease transaction costs based on the leases executed in the current quarter in our properties, including repositioned properties.

	PAGE

Corporate Data	2
Investor Information	3

CONSOLIDATED FINANCIAL RESULTS

Balance Sheets	5
Quarterly Operating Results	6
Funds from Operations and Adjusted Funds from Operations	7
Same Property Statistical and Financial Data	8
Reconciliation of Same Property NOI to GAAP Net Income (Loss)	9
Same Property Definitions	10
Debt Balances	11

PORTFOLIO DATA

Office Portfolio Summary	13
Office Portfolio Occupancy and In-Place Rents	14
Multifamily Portfolio Summary	15
Tenant Diversification	16
Industry Diversification	17
Lease Distribution	18
Lease Expirations	19
Quarterly Lease Expirations – Next Four Quarters	20
Office Portfolio Leasing Activity	21

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

	Percent			Annualized		Monthly Rent
Submarket	Leased			Rent (1)		Per Leased Unit

West Los Angeles
Brentwood		99.5	%	$	23,921,722	$	2,109
Santa Monica (2)		99.8			20,265,552		2,065
Honolulu		98.6			18,681,333		1,437
Total / Weighted Average		99.2	%	$	62,868,607		1,841

Recurring Capital Expenditures
- Multifamily (per unit) for the three months ended June 30, 2008						$	100
- Multifamily (per unit) for the six months ended June 30, 2008						$	192

Gross New Leasing Activity
Rentable square feet		186,184
Number of leases		47
Gross Renewal Leasing Activity
Rentable square feet		209,971
Number of leases		67
Net Absorption
Leased rentable square feet		37,312
Cash Rent Growth(1)(2)
Expiring Rate	$	31.82
New/Renewal Rate	$	40.35
Increase		26.8	%
Straight-Line Rent Growth(1)(3)
Expiring Rate	$	30.02
New/Renewal Rate	$	43.05
Increase		43.4	%
Weighted Average Lease Terms
New (in months)(1)		59
Renewal (in months)		52

Tenant Improvement and Leasing Commissions (per rentable square foot) (1)(4)	Total Lease Transaction Costs		Annual Lease Transaction Costs
New leases	$	18.14	$	3.66
Renewal leases	$	10.67	$	2.45
Blended	$	13.66	$	2.97

Submarket	Number of Properties		Rentable Square Feet (1)		Percent of Total

West Los Angeles
Brentwood		13		1,390,630		10.4	%
Olympic Corridor		05		1,096,016		8.2
Century City		03		915,979		6.9
Santa Monica		08		969,942		7.3
Beverly Hills		06		1,342,980		10.1
Westwood		02		396,807		3.0
San Fernando Valley
Sherman Oaks/Encino		11		3,180,949		23.9
Warner Center/Woodland Hills		03		2,855,097		21.4
Tri-Cities
Burbank		01		420,949		3.1
Honolulu		03		757,636		5.7
Total		55		13,326,985		100.0	%

Submarket	Number of Properties		Number of Units		Percent of Total

West Los Angeles
Brentwood		5		950		33	%
Santa Monica		2		820		29
Honolulu		2		1,098		38
Total		9		2,868		100	%

(1)	Represents June 30, 2008 multifamily rental income annualized.
(2)	Excludes 10,013 square feet of ancillary retail space, which generates $287,566 of annualized rent as of June 30, 2008.

Industry	Number of Leases		Annualized Rent as a Percent of Total

Legal		356		15.9	%
Financial Services		286		15.3
Entertainment		135		11.4
Health Services		296		8.9
Real Estate		172		8.9
Accounting & Consulting		213		8.8
Insurance		89		7.6
Retail		173		7.2
Technology		75		4.1
Advertising		61		3.2
Public Administration		28		1.8
Educational Services		10		0.7
Other		245		6.2
Total		2,139		100.0	%

(1)	Based on BOMA 1996 remeasurement. Total consists of 12,456,116 leased square feet (includes 136,995 square feet with respect to signed leases not commenced), 695,153 available square feet, 75,800 building management use square feet, and 99,916 square feet of BOMA 1996 adjustment on leased space.
(2)	Represents annualized monthly base rent under leases commenced as of June 30, 2008. The amount reflects total base rent before abatements.
(3)	Represents annualized rent divided by leased square feet.
(4)	Represents annualized rent at expiration divided by leased square feet.
(5)	Represents the square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.