8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

May 3, 2010

Douglas Emmett, Inc.

 (Exact name of registrant as specified in its charter)

Maryland	1-33106	20-3073047
(State or other jurisdiction of incorporation)	Commission file number	(I.R.S. Employer identification No.)

808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401

            (Address of principal executive offices)                        (Zip Code)

Registrant’s telephone number, including area code    (310) 255-7700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions

On May 3, 2010, Douglas Emmett, Inc. issued a press release setting forth the results for the Company for the quarter ended March 31, 2010 and provided certain Supplemental Financial and Operating Information. The press release is attached hereto as Exhibit 99.1 and the Supplemental Financial and Operating Information is attached hereto as Exhibit 99.2. The information contained in this report on Form 8-K, including the Exhibits, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Douglas Emmett, Inc. under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Douglas Emmett, Inc. dated May 3, 2010.

99.2 Supplemental Financial and Operating Information provided by Douglas Emmett, Inc. on May 3, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DOUGLAS EMMETT, INC.
Dated: May 3, 2010	By:	/s/ WILLIAM KAMER
		William Kamer
		Chief Financial Officer

EX-99.1

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

FOR IMMEDIATE RELEASE

Mary Jensen, Vice President – Investor Relations

310.255.7751 or mjensen@douglasemmett.com

Douglas Emmett, Inc. Announces

2010 First Quarter Earnings Results

Reports FFO of $0.31 Per Diluted Share

Maintains 2010 FFO Guidance

SANTA MONICA, CALIFORNIA – May 3, 2010 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT), today announced its 2010 first quarter financial results for the period ended March 31, 2010.

Financial Results

Funds From Operations (FFO) for the three months ended March 31, 2010 totaled $48.1 million, or $0.31 per diluted share, compared to $54.3 million, or $0.35 per diluted share, for the three months ended March 31, 2009.  The Company reported a GAAP net loss attributable to common stockholders of $8.3 million, or ($0.07) per diluted share, for the three months ended March 31, 2010, compared to a GAAP net loss attributable to common stockholders of $1.9 million, or ($0.02) per diluted share, for the three months ended March 31, 2009. The financial results for the three months ended March 31, 2009 include a $5.6 million gain from the disposition of an interest in an unconsolidated real estate fund managed by the company. Excluding this one-time gain for comparative purposes, the total GAAP net loss for the three months ended March 31, 2009 would have been $7.4 million.

Same Property Net Operating Income (NOI) on a cash basis decreased 2.2% for the three months ended March 31, 2010 compared to the three months ended March 31, 2009.  Same Property NOI on a GAAP basis for the three months ended March 31, 2010 decreased 3.1% compared to the three months ended March 31, 2009.

Company Operations

Office:  During the first quarter of 2010, the Company signed 73 new leases totaling 176,000 square feet, compared to 58 new leases totaling 192,000 square feet in the fourth quarter of 2009.  Total new and renewal leasing activity during the first quarter of 2010 totaled 511,000 square feet, or 155 transactions compared to the fourth quarter of 2009, which totaled 715,000 square feet, or 157 new and renewal leases.

As of March 31, 2010, the Company’s office portfolio was 91.3% leased and 90.4% occupied, compared to 91.7% leased and 90.6% occupied at December 31, 2009. This excludes six properties owned by an unconsolidated fund managed by the Company.  As of March 31, 2010, the Company’s office portfolio, including the fund-owned properties, was 89.7% leased and 88.6% occupied, compared to 90.3% leased and 89.0% occupied at December 31, 2009.  The occupied percentage represents the leased portion of the Company’s office portfolio less those leases where the rent commencement date has yet to occur.

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Douglas Emmett Fund X was deconsolidated from the Company’s results at the end of February 2009.  Therefore, the Company’s financial statements reflect the results of the Fund X properties for the months of January and February 2009 and exclude the results of the Fund X properties thereafter. The following same property financial information reflects the quarterly results of the Company’s office portfolio, excluding the Fund X properties, throughout the comparative periods.

Same property office revenues, on a cash basis, decreased to $112.2 million in the first quarter of 2010 from $114.9 million in the first quarter of 2009.  Same property office expenses, on a cash basis, decreased to $36.2 million in the first quarter of 2010 from $37.2 million in the first quarter of 2009.  Same property office revenues, on a GAAP basis, decreased to $120.8 million in the first quarter of 2010 from $124.6 million in the first quarter of 2009.  Same property office expenses, on a GAAP basis, decreased to $36.1 million in the first quarter of 2010 from $37.1 million in the first quarter of 2009.

Multifamily:  Same property multifamily revenues, on a cash basis, decreased to $16.1 million for the quarter ended March 31, 2010 from $16.4 million for the quarter ended March 31, 2009. Same property multifamily revenues, on a GAAP basis, decreased to $17.0 million for the quarter ended March 31, 2010 from $17.3 million for the quarter ended March 31, 2009.

As of March 31, 2010, the Company’s multifamily portfolio was 99.5% leased compared to 99.0% leased at December 31, 2009.

Cash Position

At March 31, 2010, the Company had $94.3 million in cash and cash equivalents on hand compared to $72.7 million at December 31, 2009.

Dividends

During the quarter, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per common share. The dividend was paid on April 15, 2010 to shareholders of record as of March 31, 2010. On an annualized basis, this represents a dividend of $0.40 per common share.

Guidance

The Company is maintaining its full year 2010 FFO guidance range of $1.19 - $1.25 per diluted share. This guidance excludes any impact from future acquisitions, dispositions, equity purchases, debt financings, recapitalizations, or similar matters.  Further, this also assumes that non-cash interest expense for 2010 relating to the Company’s pre-IPO interest rate swap contracts will approximate straight-line amortization and that one-month LIBOR will average 1.00% during the period from August 1, 2010 to December 31, 2010, the period following the expiration of $1.11 billion of interest rate swap contracts.

2

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Conference Call and Webcast Information

A conference call to discuss the Company’s 2010 first quarter financial results is scheduled for Tuesday, May 4, 2010 at 2:00 pm Eastern Time or 11:00 am Pacific Time.  Interested parties can access the live call or the replay via the:

·   Internet: Go to www.douglasemmett.com at least fifteen minutes prior to the start time of the call in order to register, download and install any necessary audio software; or

·   Phone: 877-298-7945 (U.S./Canada) or 706-758-2996 (International) – conference ID #65929188.

A replay of the live call will be available for 90 days on the Company’s website, at www.douglasemmett.com. Alternatively, a digital replay will be available at approximately 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time, on Tuesday, May 4, 2010 through Tuesday, May 11, 2010 using 800-642-1687 (U.S./Canada), or 706-645-9291 (International) and conference ID #65929188.

Supplemental Information

Supplemental financial information for the Company’s 2010 first quarter financial results can be accessed on the Company’s website under the Investor Relations section at www.douglasemmett.com.

About Douglas Emmett, Inc.

Douglas Emmett, Inc. (NYSE: DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in premier submarkets in Southern California and Hawaii. The Company’s properties are concentrated in ten submarkets – Brentwood, Olympic Corridor, Century City, Santa Monica, Beverly Hills, Westwood, Sherman Oaks/Encino, Warner Center/Woodland Hills, Burbank and Honolulu.  The Company focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. The Company maintains a website at www.douglasemmett.com.

Safe Harbor Statement

Except for the historical facts, the statements in this press release are forward-looking statements based on our beliefs about, assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect.  As a result, our actual future results can be expected to differ from our expectations, and those differences may be material.  Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.  For a discussion of some of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

--tables follow--

3

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Douglas Emmett, Inc.

Consolidated Balance Sheets

(in thousands)

	March 31, 2010			December 31, 2009
	(unaudited)
Assets
Investment in real estate:
Land	$	835,407		$	835,407
Buildings and improvements		5,018,804			5,017,569
Tenant improvements and lease intangibles		541,711			534,084
Investment in real estate, gross		6,395,922			6,387,060
Less: accumulated depreciation		(744,226	)		(688,893	)
Investment in real estate, net		5,651,696			5,698,167
Cash and cash equivalents		94,300			72,740
Tenant receivables, net		969			2,357
Deferred rent receivables, net		42,589			40,395
Interest rate contracts		91,748			108,027
Acquired lease intangible assets, net		10,523			11,691
Investment in unconsolidated real estate funds		94,708			97,127
Other assets		30,114			29,428
Total assets	$	6,016,647		$	6,059,932
Liabilities
Secured notes payable	$	3,258,000		$	3,258,000
Unamortized non-cash debt premium		14,157			15,459
Interest rate contracts		206,522			237,194
Accrued interest payable		26,191			26,263
Accounts payable and accrued expenses		47,293			46,630
Acquired lease intangible liabilities, net		130,882			139,340
Security deposits		32,109			32,501
Dividends payable		12,203			12,160
Total liabilities		3,727,357			3,767,547
Equity
Douglas Emmett, Inc. stockholders’ equity:
Common stock		1,220			1,216
Additional paid-in capital		2,299,372			2,290,419
Accumulated other comprehensive income (loss)		(171,662	)		(186,255	)
Accumulated deficit		(332,507	)		(312,017	)
Total Douglas Emmett, Inc. stockholders’ equity		1,796,423			1,793,363
Noncontrolling interests		492,867			499,022
Total equity		2,289,290			2,292,385
Total liabilities and equity	$	6,016,647		$	6,059,932

4

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Douglas Emmett, Inc.

Consolidated Statements of Operations

(unaudited and in thousands, except per share data)

	Three Months Ended March 31,
	2010			2009(1)
Revenues:
Office rental:
Rental revenues	$	98,747		$	108,546
Tenant recoveries		6,478			7,966
Parking and other income		15,551			17,634
Total office revenues		120,776			134,146
Multifamily rental:
Rental revenues		15,899			16,187
Parking and other income		1,112			1,084
Total multifamily revenues		17,011			17,271
Total revenues		137,787			151,417
Operating Expenses:
Office expenses		36,114			40,312
Multifamily expenses		4,568			4,517
General and administrative		5,850			6,351
Depreciation and amortization		55,332			61,074
Total operating expenses		101,864			112,254
Operating income		35,923			39,163
Gain on disposition of interest in unconsolidated real estate fund		―			5,573
Other income (loss)		246			(567	)
(Loss) Gain, including depreciation, from unconsolidated real estate funds		(1,504	)		2,803
Interest expense		(45,134	)		(49,222	)
Net loss		(10,469	)		(2,250	)
Less:  Net loss attributable to noncontrolling interests		2,182			383
Net loss attributable to common stockholders	$	(8,287	)	$	(1,867	)
Net loss per common share – basic and diluted(2)	$	(0.07	)	$	(0.02	)
Weighted average shares of common stock outstanding – basic and diluted(2)		121,644			121,842

(1)   Douglas Emmett Fund X, LLC (Fund X) was deconsolidated from our financial statements as of the end of February 2009 and is presented on an unconsolidated basis beginning March 2009.  As a result, the consolidated operating results of Douglas Emmett, Inc. for 2009 presented above reflect the impact of the properties owned by Fund X only for the months of January and February 2009 on a consolidated basis. For a comparison of quarterly results excluding Fund X, see our Same Property Financial Data.

(2)   Diluted shares are calculated in accordance with accounting principles generally accepted in the United States (GAAP) and include common stock plus dilutive equity instruments, as appropriate.  This amount excludes OP units and vested LTIP units (Long-Term Incentive Plan units that are limited partnership units in our OP), which are included in the non-GAAP calculation of diluted shares on the following page of this release.

5

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Douglas Emmett, Inc.

FFO Reconciliation

(unaudited and in thousands, except per share data)

	Three Months Ended March 31,
	2010			2009
Funds From Operations (FFO) (1)
Net loss attributable to common stockholders	$	(8,287	)	$	(1,867	)
Depreciation and amortization of real estate assets		55,332			61,074
Net loss attributable to noncontrolling interests		(2,182	)		(383	)
Gain on disposition of interest in unconsolidated real estate fund		―			(5,573	)
Less: adjustments attributable to consolidated joint venture and unconsolidated                 investment in real estate funds		3,209			1,065
FFO	$	48,072		$	54,316
Weighted average share equivalents outstanding - fully diluted		156,124			156,022
FFO per share - fully diluted	$	0.31		$	0.35

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

6

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Douglas Emmett, Inc.

Same Property Statistical and Financial Data

(unaudited and in thousands, except statistics)

	As of March 31,
	2010			2009
Same Property Office Statistics
Number of properties		49			49
Rentable square feet		11,891,147			11,888,917
% leased		91.3	%		92.6	%
% occupied		90.4	%		92.3	%
Same Property Multifamily  Statistics
Number of properties		9			9
Number of units		2,868			2,868
% leased		99.5	%		99.2	%

	Three Months Ended March 31,
	2010			2009			% Favorable (Unfavorable)
Same Property Net Operating Income – GAAP Basis (1)(3)
Total office revenues	$	120,776		$	124,570			(3.0	)%
Total multifamily revenues		17,011			17,271			(1.5	)
Total revenues		137,787			141,841			(2.9	)
Total office expense		(36,114	)		(37,122	)		2.7
Total multifamily expense		(4,568	)		(4,517	)		(1.1	)
Total property expense		(40,682	)		(41,639	)		2.3
Same Property NOI - GAAP basis	$	97,105		$	100,202			(3.1	)%
Same Property Net Operating Income - Cash Basis(1)(2)(3)
Total office revenues	$	112,216		$	114,917			(2.4	)%
Total multifamily revenues		16,132			16,389			(1.6	)
Total revenues		128,348			131,306			(2.3	)
Total office expense		(36,159	)		(37,167	)		2.7
Total multifamily expense		(4,568	)		(4,517	)		(1.1	)
Total property expense		(40,727	)		(41,684	)		2.3
Same Property NOI - cash basis	$	87,621		$	89,622			(2.2	)%

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

7

Douglas Emmett, Inc. Announces 2010 First Quarter Earnings Results

Douglas Emmett, Inc.

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

(unaudited and in thousands)

	Three Months Ended March 31,
	2010			2009
Same property office revenues - cash basis (1)(2)	$	112,216		$	114,917
GAAP adjustments		8,560			9,653
Same property office revenues - GAAP basis		120,776			124,570
Same property multifamily revenues - cash basis		16,132			16,389
GAAP adjustments		879			882
Same property multifamily revenues - GAAP basis		17,011			17,271
Same property revenues - GAAP basis		137,787			141,841
Same property office expenses - cash basis		(36,159	)		(37,167	)
GAAP adjustments		45			45
Same property office expenses - GAAP basis		(36,114	)		(37,122	)
Same property multifamily expenses - cash basis		(4,568	)		(4,517	)
GAAP adjustments		―			―
Same property multifamily expenses - GAAP basis		(4,568	)		(4,517	)
Same property expenses - GAAP basis		(40,682	)		(41,639	)
Same property Net Operating Income (NOI) (3)- GAAP basis		97,105			100,202
Non-comparable office revenues		―			9,576
Non-comparable office expenses		―			(3,190	)
Total property NOI - GAAP basis		97,105			106,588
General and administrative expenses		(5,850	)		(6,351	)
Depreciation and amortization		(55,332	)		(61,074	)
Operating income		35,923			39,163
Gain on disposition of interest in unconsolidated real estate fund		―			5,573
Other income (loss)		246			(567	)
(Loss) gain, including depreciation, from unconsolidated real estate funds		(1,504	)		2,803
Interest expense		(45,134	)		(49,222	)
Net loss		(10,469	)		(2,250	)
Less: Net loss attributable to noncontrolling interests		2,182			383
Net loss attributable to common stockholders	$	(8,287	)	$	(1,867	)

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

8

EX-99.2

Supplemental Operating and Financial Data

For the Quarter Ended March 31, 2010

Douglas Emmett, Inc. TABLE OF CONTENTS

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

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

Douglas Emmett, Inc.

CORPORATE DATA

Douglas Emmett, Inc. CORPORATE DATA as of March 31, 2010

Douglas Emmett, Inc. (NYSE: DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in submarkets in Southern California and Hawaii. The Company’s properties are concentrated in ten submarkets – Brentwood, Olympic Corridor, Century City, Santa Monica, Beverly Hills, Westwood, Sherman Oaks/Encino, Warner Center/Woodland Hills, Burbank, and Honolulu.  The Company focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities.

This Supplemental Operating and Financial Data supplements the information provided in our reports filed with the Securities and Exchange Commission.  We maintain a website at www.douglasemmett.com.

Number of office properties owned (1)		55
Square feet owned (in thousands) (1)		13,331
Office leased rate as of March 31, 2010 (1)		89.7	%
Office occupied rate as of March 31, 2010 (1) (2)		88.6	%
Office leased rate as of March 31, 2010 (excluding 6 properties owned by our unconsolidated real estate funds)		91.3	%
Office occupied rate as of March 31, 2010 (excluding 6 properties owned by our unconsolidated real estate funds) (2)		90.4	%
Number of multifamily properties owned		9
Number of multifamily units owned		2,868
Multifamily leased rate as of March 31, 2010		99.5	%
Market capitalization (in thousands):
	Total debt(3) (4)	3,430,193
	Common equity capitalization (5)	2,389,408
	Total market capitalization	5,819,601
Debt/total market capitalization		58.9	%
Common stock data (NYSE:DEI):
	Range of closing prices (6)	$13.00 - $16.07
	Closing price at quarter end	$15.37
	Weighted average fully diluted shares outstanding (in thousands)(6) (7)	156,124
	Shares of common stock outstanding on March 31, 2010 (in thousands) (8)	122,029

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a consolidated joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Represents percent leased less signed leases not yet commenced.
(3)	Excludes non-cash loan premium.
(4)	Excludes one-third of the $18 million debt attributable to the noncontrolling interest in a consolidated joint venture; includes $178 million of debt carried by our unconsolidated real estate funds in which our operating partnership (OP) owns an equity interest.
(5)	Common equity capitalization represents the total number of shares of common stock and OP units outstanding multiplied by the closing price of our stock at the end of the period.
(6)	For the quarter ended March 31, 2010.
(7)	Diluted shares represent ownership in our company through shares of common stock, OP units and other convertible equity instruments.
(8)	This amount represents undiluted shares, and does not include OP units and other convertible equity instruments.

2

Douglas Emmett, Inc. INVESTOR INFORMATION

CORPORATE

808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401

(310) 255-7700

BOARD OF DIRECTORS

Dan A. Emmett Chairman of the Board Douglas Emmett, Inc	Leslie E. Bider Chief Executive Officer PinnacleCare	Dr. Andrea L. Rich Former President and Chief Executive Officer Los Angeles Museum of Art (LACMA) Former Executive Vice Chancellor and Chief Operating Officer University of California Los Angeles (UCLA)
Jordan L. Kaplan Chief Executive Officer and President Douglas Emmett, Inc.	Ghebre Selassie Mehreteab Former Chief Executive Officer NHP Foundation	William Wilson III Managing Partner – Wilson Meany Sullivan, LLC Former Chairman – Cornerstone Properties, Inc.
Kenneth M. Panzer Chief Operating Officer Douglas Emmett, Inc.	Thomas E. O’Hern Senior Executive Vice President, Chief Financial Officer & Treasurer Macerich Company

EXECUTIVE AND SENIOR MANAGEMENT

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

INVESTOR RELATIONS

Mary C. Jensen

Vice President - Investor Relations

(310) 255-7751

Email Contact:  mjensen@douglasemmett.com

Please visit our corporate website at:  www.douglasemmett.com

3

Douglas Emmett, Inc.

CONSOLIDATED

FINANCIAL RESULTS

4

Douglas Emmett, Inc. BALANCE SHEETS (in thousands)

			March 31, 2010		December 31, 2009
			(unaudited)
Assets
Investment in real estate:
	Land	$	835,407	$	835,407
	Buildings and improvements		5,018,804		5,017,569
	Tenant improvements and lease intangibles		541,711		534,084
Investment in real estate, gross			6,395,922		6,387,060
	Less: accumulated depreciation		(744,226)		(688,893)
Investment in real estate, net			5,651,696		5,698,167
Cash and cash equivalents			94,300		72,740
Tenant receivables, net			969		2,357
Deferred rent receivables, net			42,589		40,395
Interest rate contracts			91,748		108,027
Acquired lease intangible assets, net			10,523		11,691
Investment in unconsolidated real estate funds			94,708		97,127
Other assets			30,114		29,428
	Total assets	$	6,016,647	$	6,059,932
Liabilities
Secured notes payable		$	3,258,000	$	3,258,000
Unamortized non-cash debt premium			14,157		15,459
Interest rate contracts			206,522		237,194
Accrued interest payable			26,191		26,263
Accounts payable and accrued expenses			47,293		46,630
Acquired lease intangible liabilities, net			130,882		139,340
Security deposits			32,109		32,501
Dividends payable			12,203		12,160
	Total liabilities		3,727,357		3,767,547
Equity
Douglas Emmett, Inc. stockholders' equity:
Common stock			1,220		1,216
Additional paid-in capital			2,299,372		2,290,419
Accumulated other comprehensive income (loss)			(171,662)		(186,255)
Accumulated deficit			(332,507)		(312,017)
	Total Douglas Emmett, Inc. stockholders' equity		1,796,423		1,793,363
	Noncontrolling interests		492,867		499,022
	Total equity		2,289,290		2,292,385
	Total liabilities and equity	$	6,016,647	$	6,059,932

5

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

	Three Months Ended March 31,
	2010			2009 (1)
Revenues:
Office rental:
Rental revenues	$	98,747		$	108,546
Tenant recoveries		6,478			7,966
Parking and other income		15,551			17,634
Total office revenues		120,776			134,146
Multifamily rental:
Rental revenues		15,899			16,187
Parking and other income		1,112			1,084
Total multifamily revenues		17,011			17,271
Total revenues		137,787			151,417
Operating Expenses:
Office expenses		36,114			40,312
Multifamily expenses		4,568			4,517
General and administrative		5,850			6,351
Depreciation and amortization		55,332			61,074
Total operating expenses		101,864			112,254
Operating income		35,923			39,163
Gain on disposition of interest in unconsolidated real estate fund		-			5,573
Other income (loss)		246			(567	)
(Loss) gain, including depreciation, from unconsolidated real estate funds		(1,504	)		2,803
Interest expense		(45,134	)		(49,222	)
Net loss		(10,469	)		(2,250	)
Less:  Net loss attributable to noncontrolling interests		2,182			383
Net loss attributable to common stockholders	$	(8,287	)	$	(1,867	)
Net loss per common share – basic and diluted(2)	$	(0.07	)	$	(0.02	)
Weighted average shares of common stock outstanding – basic and diluted(2)		121,644			121,842

(1)   Douglas Emmett Fund X, LLC (Fund X) was deconsolidated from our financial statements as of the end of February 2009 and is presented on an unconsolidated basis beginning March 2009.  As a result, the consolidated operating results of Douglas Emmett, Inc. for 2009 presented above reflect the impact of the properties owned by Fund X only for the months of January and February 2009 on a consolidated basis. For a comparison of quarterly results excluding Fund X, see our Same Property Financial Data.

(2)   Diluted shares are calculated in accordance with accounting principles generally accepted in the United States (GAAP) and include common stock plus dilutive equity instruments, as appropriate.  This amount excludes OP units and vested LTIP units (Long-Term Incentive Plan units that are limited partnership units in our OP), which are included in the non-GAAP calculation of diluted shares on the “Corporate Data” page preceding this section.

6

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

		Three Months Ended March 31,
		2010			2009
Funds From Operations (FFO)
Net loss attributable to common stockholders	$	(8,287)		$	(1,867)
Depreciation and amortization of real estate assets		55,332			61,074
Net loss attributable to noncontrolling interests		(2,182)			(383)
Gain on disposition of interest in unconsolidated real estate fund		-			(5,573)
Less: adjustments attributable to consolidated joint venture and unconsolidated                 investment in real estate funds		3,209			1,065
FFO	$	48,072		$	54,316
Adjusted Funds From Operations (AFFO)
FFO	$	48,072		$	54,316
Straight-line rent adjustment		(2,194)			(2,003)
Amortization of acquired above and below market leases		(7,290)			(10,101)
Amortization of interest rate contracts and loan premium		3,369			3,735
Amortization of prepaid financing		421			607
Recurring capital expenditures, tenant improvements and leasing commissions		(6,906)			(6,642)
Non-cash compensation expense		5,179			2,489
Less: adjustments attributable to consolidated joint venture and unconsolidated                 investment in real estate funds		(622)			(262)
AFFO	$	40,029		$	42,139
Weighted average share equivalents outstanding - fully diluted		156,124			156,022
FFO per share- fully diluted	$	0.31		$	0.35
Dividends per share declared	$	0.10		$	0.10
AFFO payout ratio		38.84	%		36.92	%
NOTE:  Our definitions of FFO and AFFO are contained on the page titled "Definitions" which follows.

7

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

			As of March 31,
			2010			2009
Same Property Office Statistics
Number of properties			49			49
Rentable square feet			11,891,147			11,888,917
% leased			91.3	%		92.6	%
% occupied			90.4	%		92.3	%
Same Property Multifamily Statistics
Number of properties			9			9
Number of units			2,868			2,868
% leased			99.5	%		99.2	%
			Three Months Ended March 31,					% Favorable
			2010			2009		(Unfavorable)
Same Property Net Operating Income - GAAP Basis
Total office revenues		$	120,776		$	124,570		(3.0	)	%
Total multifamily revenues			17,011			17,271		(1.5	)
	Total revenues		137,787			141,841		(2.9	)
Total office expense			(36,114)			(37,122)		2.7
Total multifamily expense			(4,568)			(4,517)		(1.1	)
	Total property expense		(40,682)			(41,639)		2.3
Same Property NOI - GAAP basis		$	97,105		$	100,202		(3.1	)	%
Same Property Net Operating Income - Cash Basis
Total office revenues		$	112,216		$	114,917		(2.4	)	%
Total multifamily revenues			16,132			16,389		(1.6	)
	Total revenues		128,348			131,306		(2.3	)
Total office expense			(36,159)			(37,167)		2.7
Total multifamily expense			(4,568)			(4,517)		(1.1	)
	Total property expense		(40,727)			(41,684)		2.3
Same Property NOI - cash basis		$	87,621		$	89,622		(2.2	)	%
NOTE:  Our definitions of NOI, same property and cash basis are contained on the page titled "Definitions" which follows.

8

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

	Three Months Ended March 31,
	2010			2009
Same property office revenues - cash basis	$	112,216		$	114,917
GAAP adjustments		8,560			9,653
Same property office revenues - GAAP basis		120,776			124,570
Same property multifamily revenues - cash basis		16,132			16,389
GAAP adjustments		879			882
Same property multifamily revenues - GAAP basis		17,011			17,271
Same property revenues - GAAP basis		137,787			141,841
Same property office expenses - cash basis		(36,159	)		(37,167	)
GAAP adjustments		45			45
Same property office expenses - GAAP basis		(36,114	)		(37,122	)
Same property multifamily expenses - cash basis		(4,568	)		(4,517	)
GAAP adjustments		-			-
Same property multifamily expenses - GAAP basis		(4,568	)		(4,517	)
Same property expenses - GAAP basis		(40,682	)		(41,639	)
Same property Net Operating Income (NOI) - GAAP basis		97,105			100,202
Non-comparable office revenues		-			9,576
Non-comparable office expenses		-			(3,190	)
Total property NOI - GAAP basis		97,105			106,588
General and administrative expenses		(5,850	)		(6,351	)
Depreciation and amortization		(55,332	)		(61,074	)
Operating income		35,923			39,163
Gain on disposition of interest in unconsolidated real estate fund		-			5,573
Other income (loss)		246			(567	)
(Loss) Gain, including depreciation, from unconsolidated real estate funds		(1,504	)		2,803
Interest expense		(45,134	)		(49,222	)
Net loss		(10,469	)		(2,250	)
Less: Net loss attributable to noncontrolling interests		2,182			383
Net loss attributable to common stockholders	$	(8,287	)	$	(1,867	)
NOTE:  Our definitions of NOI, same property and cash basis are contained on the page titled "Definitions" which follows.

9

Douglas Emmett, Inc. DEFINITIONS

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

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

Net Operating Income (NOI):  Reported net income (or loss) is computed in accordance with GAAP.  In contrast, net operating income (NOI) is a non-GAAP measure consisting of the revenue and expense attributable to the real estate properties that we own and operate.  Although NOI is considered a non-GAAP measure, we present NOI on a “GAAP basis” by using property revenues and expenses calculated in accordance with GAAP.  The most directly comparable GAAP measure to NOI is net income (or loss), adjusted to exclude general and administrative expense, depreciation and amortization expense, interest income, interest expense, income from unconsolidated partnerships, income (or loss) attributable to noncontrolling interests, gains (or losses) from sales of depreciable operating properties, net income from discontinued operations and extraordinary items.  We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or losses) from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.  We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI.  Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.  NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

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

Cash Basis NOI:  NOI as defined above includes the revenue and expense directly attributable to our real estate properties calculated in accordance with GAAP, and is specifically labeled as “GAAP basis.”  We also believe that NOI calculated on a cash basis is useful for investors to understand our operations.  Cash basis NOI is also a non-GAAP measure, which we calculate by excluding from GAAP basis NOI our straight-line rent adjustments and the amortization of above/below market lease intangible assets and liabilities.  Accordingly, cash basis NOI should be considered only as a supplement to net income as a measure of our performance.  Cash basis NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.  Cash basis NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

10

Douglas Emmett, Inc. DEBT BALANCES as of March 31, 2010 (unaudited and in thousands)

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

(1)	As of March 31, 2010, the weighted average remaining life of our consolidated outstanding debt is 2.8 years, and the weighted average remaining life of the interest rate swaps is 1.1 years.
(2)	Includes the effect of interest rate contracts.  Based on actual/360-day basis and excludes amortization of loan fees and unused fees on credit line.  The total consolidated effective rate on an actual/365-day basis is 5.17% at March 31, 2010.
(3)	Secured by four separate collateralized pools.  Fannie Mae Discount Mortgage-Backed Security (DMBS) has historically tracked 90-day LIBOR, although volatility may exist between the two rates, resulting in an immaterial amount of swap ineffectiveness.
(4)	Secured by seven separate collateralized pools.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(5)	Includes $1.11 billion swapped to 4.89% 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.  Each of these rates is based on actual/360-day basis.
(6)	Secured by four properties in a collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(7)	This is an $18 million loan held by a consolidated entity in which our Operating Partnership owns a two-thirds interest.
(8)	This credit facility is secured by nine properties and has no borrowings outstanding.  A one-year extension option remains available.
(9)	Represents the current maturity date of October 30, 2010 which we may extend to October 30, 2011.
(10)	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.
(11)	Excludes the unamortized non-cash debt premium of $14,157 which represents the mark-to-market adjustment recorded on all variable rate debt outstanding at the time of our IPO.
(12)	This is a $365 million loan held by our unconsolidated real estate funds in which our Operating Partnership owns an equity interest.  Secured by six properties in a cross-collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.

11

Douglas Emmett, Inc.

PORTFOLIO DATA

12

Douglas Emmett, Inc. OFFICE PORTFOLIO SUMMARY (1) as of March 31, 2010

Submarket	Number of Properties		Rentable Square Feet (2)		Square Feet as a Percent of Total
West Los Angeles
Brentwood		13		1,390,774		10.4	%
Olympic Corridor		5		1,097,921		8.2
Century City		3		915,980		6.9
Santa Monica		8		970,004		7.3
Beverly Hills		6		1,344,251		10.1
Westwood		2		396,807		3.0
San Fernando Valley
Sherman Oaks/Encino		11		3,181,039		23.9
Warner Center/Woodland Hills		3		2,855,870		21.4
Tri-Cities
Burbank		1		420,949		3.1
Honolulu		3		757,904		5.7
Total		55		13,331,499		100.0	%

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Based on BOMA 1996 remeasurement.  Total consists of 11,801,151 leased square feet, 1,378,766 available square feet, 76,546 building management use square feet, and 75,036 square feet of BOMA 1996 adjustment on leased space.

13

Douglas Emmett, Inc. OFFICE PORTFOLIO PERCENT LEASED AND IN-PLACE RENTS(1)as of March 31, 2010

Submarket	Percent Leased(2)			Annualized Rent(3)		Annualized Rent Per Leased Square Foot (4)		Monthly Rent Per Leased Square Foot
West Los Angeles
Brentwood		94.5	%	$	51,004,047	$	39.67	$	3.31
Olympic Corridor		91.3			33,260,461		33.76		2.81
Century City		97.9			33,715,534		38.13		3.18
Santa Monica (5)		93.7			46,511,904		51.79		4.32
Beverly Hills		88.3			45,834,624		40.74		3.39
Westwood		90.7			13,197,247		38.06		3.17
San Fernando Valley
Sherman Oaks/Encino		89.3			88,168,074		32.02		2.67
Warner Center/Woodland Hills		82.0			67,627,684		29.37		2.45
Tri-Cities
Burbank		100.0			14,099,515		33.49		2.79
Honolulu		89.8			22,896,097		34.69		2.89
Total / Weighted Average		89.7		$	416,315,187		35.70		2.97
Recurring Capital Expenditures (1)
- Office (per rentable square foot) for the three months ended March 31, 2010						$	0.03

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Includes 138,974 square feet with respect to signed leases not yet commenced.
(3)	Represents annualized monthly cash base rent under leases commenced as of March 31, 2010 (excluding 138,974 square feet with respect to signed leases not yet commenced).  The amount reflects total cash base rent before abatements.  For our Burbank and Honolulu office properties, annualized base rent is converted from triple net to gross by adding expense reimbursements to base rent.
(4)	Represents annualized rent divided by leased square feet (excluding 138,974 square feet with respect to signed leases not commenced) as set forth in note (2) above for the total.
(5)	Includes $1,287,232 of annualized rent attributable to our corporate headquarters at our Lincoln/Wilshire property.

14

Douglas Emmett, Inc. MULTIFAMILY PORTFOLIO SUMMARY as of March 31, 2010

Submarket	Number of Properties			Number of Units		Units as a Percent of Total
West Los Angeles
Brentwood		5			950		33	%
Santa Monica		2			820		29
Honolulu		2			1,098		38
Total		9			2,868		100	%
Submarket	Percent Leased			Annualized Rent (1)		Monthly Rent Per Leased Unit
West Los Angeles
Brentwood		99.8	%	$	22,412,025	$	1,970
Santa Monica(2)		100.0			20,557,716		2,089
Honolulu		99.0			17,782,512		1,363
Total / Weighted Average		99.5		$	60,752,253		1,773
Recurring Capital Expenditures
- Multifamily (per unit) for the three months ended March 31, 2010						$	31

(1)	Represents annualized monthly multifamily rental income under leases commenced as of March 31, 2010.
(2)	Excludes 10,013 square feet of ancillary retail space, which generates $302,370 of annualized rent as of March 31, 2010.

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Douglas Emmett, Inc. TENANT DIVERSIFICATION (1) (1.0% or Greater ofAnnualized Rent) as of March 31, 2010

	Number of Leases	Number of Properties	Lease Expiration(2)		Total Leased Square Feet	Percent of Rentable Square Feet		Annualized Rent(3)		Percent of Annualized Rent
Time Warner(4)	4	4		2010-2020	643,674	4.8	%	$	21,501,644	5.2	%
AIG (Sun America Life Insurance)	1	1		2013	182,010	1.4			5,725,351	1.4
William Morris Endeavor	2	1		2019	121,171	0.9			5,708,449	1.4
Bank of America(5)	13	9		2010-2018	134,561	1.0			5,516,040	1.3
The Macerich Partnership, L.P.	1	1		2018	90,832	0.7			4,316,881	1.0
Total	21	16			1,172,248	8.8	%	$	42,768,365	10.3	%

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Expiration dates are per leases and do not assume exercise of renewal, extension or termination options.  For tenants with multiple leases, expirations are shown as a range.
(3)	Represents annualized monthly cash base rent under leases commenced as of March 31, 2010.  The amount reflects total cash base rent before abatements. For our Burbank and Honolulu office properties, annualized base rent is converted from triple net to gross by adding expense reimbursements to base rent.
(4)	Includes a 63,000 square foot lease expiring in June 2010, in which 45,000 square feet was renewed with a new expiration date in December 2020, a 10,000 square foot lease expiring in October 2013, a 150,000 square foot lease expiring in April 2016, and a 421,000 square foot lease expiring in September 2019.
(5)	The notable leases include a 9,000 square foot lease expiring in September 2010, a 7,000 square foot lease expiring in December 2010, two leases totaling 19,000 square feet expiring in January 2011, a 2,000 square foot lease expiring in May 2011, a 16,000 square foot lease expiring in July 2011, a 41,000 square foot lease expiring in January 2012, a 6,000 square foot lease expiring in May 2012, an 8,000 square foot lease expiring in July 2013, a 11,000 square foot lease expiring in November 2014, a 4,000 square foot lease expiring in February 2015, and a 12,000 square foot lease expiring in March 2018; as well as a small ATM lease.

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Douglas Emmett, Inc. INDUSTRY DIVERSIFICATION (1) as of March 31, 2010

Industry	Number of Leases		Annualized Rent as a Percent of Total
Legal		352		16.5	%
Financial Services		247		14.3
Entertainment		114		12.2
Real Estate		156		9.5
Accounting & Consulting		216		8.7
Health Services		296		8.3
Insurance		87		7.8
Retail		157		6.9
Technology		69		4.0
Advertising		55		3.2
Public Administration		32		1.8
Educational Services		11		0.8
Other		240		6.0
Total		2,032		100.0	%

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

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Douglas Emmett, Inc. LEASE DISTRIBUTION (1) as of March 31, 2010

	Number of Leases	Leases as a Percent of Total		Rentable Square Feet (2)		Square Feet as a Percent of Total		Annualized Rent(3)	Annualized Rent as a Percent of Total
2,500 or less	1,032	50.8	%	1,401,788		10.5	%	$52,924,125	12.7	%
2,501-10,000	726	35.7		3,577,506		26.8		129,092,131	31.0
10,001-20,000	182	9.0		2,547,003		19.1		91,325,798	21.9
20,001-40,000	64	3.1		1,747,486		13.1		60,268,372	14.5
40,001-100,000	22	1.1		1,272,345		9.6		45,948,652	11.1
Greater than 100,000	6	0.3		1,116,049		8.4		36,756,109	8.8
Subtotal	2,032	100.0	%	11,662,177	(5)	87.5	%	416,315,187	100.0	%
Available	-	-		1,378,766		10.3		-	-
BOMA Adjustment(4)	-	-		75,036		0.6		-	-
Building Management Use	-	-		76,546		0.6		-	-
Signed leases not commenced	-	-		138,974		1.0		-	-
Total	2,032	100.0	%	13,331,499		100.0	%	$416,315,187	100.0	%

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Based on BOMA 1996 remeasurement. Total consists of 11,801,151 leased square feet (includes 138,974 square feet with respect to signed leases not commenced), 1,378,766 available square feet, 76,546 building management use square feet, and 75,036 square feet of BOMA 1996 adjustment on leased space.
(3)	Represents annualized monthly cash base rent (i.e., excludes tenant reimbursements, parking and other revenue) under leases commenced as of March 31, 2010 (does not include 138,974 square feet with respect to signed leases not yet commenced). The amount reflects total cash base rent before abatements. For our Burbank and Honolulu office properties, annualized base rent is converted from triple net to gross by adding expense reimbursements to base rent.
(4)	Represents square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.
(5)	Average tenant size is approximately 5,700 square feet. Median is approximately 2,500 square feet.

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Douglas Emmett, Inc. LEASE EXPIRATIONS (1) as of March 31, 2010

Year of Lease Expiration	Number of Leases Expiring	Rentable Square Feet(2)	Expiring Square Feet as a Percent of Total		Annualized Rent(3)		Annualized Rent as a Percent of Total		Annualized Rent Per Leased Square Foot(4)		Annualized Rent Per Leased Square Foot at Expiration(5)
Available	-	1,378,766	10.3	%	$	-	-	%	$	-	$	-
2010	358	1,366,237	10.2			46,636,482	11.2			34.13		34.25
2011	431	1,781,758	13.4			63,350,607	15.2			35.56		36.67
2012	361	1,634,307	12.3			57,124,094	13.7			34.95		37.43
2013	305	1,636,124	12.3			62,774,705	15.1			38.37		42.36
2014	234	1,420,757	10.6			49,089,216	11.8			34.55		39.39
2015	159	1,064,132	8.0			35,904,515	8.6			33.74		39.33
2016	59	764,029	5.7			25,713,132	6.2			33.65		39.60
2017	39	408,639	3.1			14,466,635	3.5			35.40		45.55
2018	31	350,766	2.6			16,202,089	3.9			46.19		61.53
2019	30	823,791	6.2			29,670,859	7.1			36.02		45.07
2020	18	223,194	1.7			8,203,404	2.0			36.75		46.17
Thereafter	7	188,443	1.4			7,179,449	1.7			38.10		51.26
BOMA Adjustment(6)	-	75,036	0.6			-	-			-		-
Building Management Use	-	76,546	0.6			-	-			-		-
Signed leases not commenced	-	138,974	1.0			-	-			-		-
Total/Weighted Average	2,032	13,331,499	100.0	%	$	416,315,187	100.0	%	$	35.70	$	40.13

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Based on BOMA 1996 remeasurement. Total consists of 11,801,151 leased square feet (includes 138,974 square feet with respect to signed leases not commenced), 1,378,766 available square feet, 76,546 building management use square feet, and 75,036 square feet of BOMA 1996 adjustment on leased space.
(3)	Represents annualized monthly base rent under leases commenced as of March 31, 2010.  The amount reflects total base rent before abatements.
(4)	Represents annualized base rent divided by leased square feet.
(5)	Represents annualized base rent at expiration divided by leased square feet.
(6)	Represents the square footage adjustments for leases that do not reflect BOMA 1996 remeasurement.

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Douglas Emmett, Inc. QUARTERLY LEASE EXPIRATIONS – NEXT FOUR QUARTERS (1) as of March 31, 2010

Submarket			Q2 2010			Q3 2010			Q4 2010			Q1 2011
West Los Angeles
Brentwood	Expiring SF		69,376			31,862			80,671			41,527
	Rent per SF(2)	$	34.64		$	37.36		$	42.17		$	34.60
Olympic Corridor	Expiring SF		55,573			68,398			41,698			70,331
	Rent per SF(2)	$	30.89		$	30.70		$	29.36		$	35.23
Century City	Expiring SF		24,865			36,941			59,983			18,660
	Rent per SF(2)	$	37.74		$	38.44		$	40.04		$	31.42
Santa Monica	Expiring SF		70,009			30,430			34,796			19,864
	Rent per SF(2)	$	36.25		$	43.76		$	56.82		$	58.35
Beverly Hills	Expiring SF		59,253			46,599			9,746			34,007
	Rent per SF(2)	$	33.57		$	39.53		$	35.18		$	39.46
Westwood	Expiring SF		21,352			29,387			41,518			9,824
	Rent per SF(2)	$	36.33		$	35.97		$	36.59		$	35.14
San Fernando Valley	Expiring SF
Sherman Oaks/Encino	Expiring SF		86,065			81,335			95,408			143,046
	Rent per SF(2)	$	30.05		$	30.51		$	30.75		$	30.34
Warner Center/Woodland Hills	Expiring SF		84,966			109,558			45,819			89,986
	Rent per SF(2)	$	28.77		$	30.67		$	24.60		$	30.31
Tri-Cities
Burbank	Expiring SF		-			-			-			-
	Rent per SF(2)		-			-			-			-
Honolulu	Expiring SF		19,270			13,018			18,341			12,830
	Rent per SF(2)	$	33.90		$	31.50		$	34.27		$	31.85
Total	Expiring SF		490,729	(3)		447,528	(4)		427,980	(5)		440,075	(6)
	Rent per SF(2)	$	32.69		$	33.95		$	36.35		$	33.69

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(2)	Represents annualized base rent (i.e., excludes tenant reimbursements, parking and other revenue) per leased square foot at expiration. The amount reflects total cash base rent before abatements. For our Burbank and Honolulu office properties, annualized base rent is converted from triple net to gross by adding expense reimbursements to base rent.
(3)	As of March 31, 2010, 217,959 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending June 30, 2010.
(4)	As of March 31, 2010, 53,660 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending September 30, 2010.
(5)	As of March 31, 2010, 127,003 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending December 31, 2010.
(6)	As of March 31, 2010, 46,844 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending March 31, 2011.

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Douglas Emmett, Inc. OFFICE PORTFOLIO LEASING ACTIVITY (1) for the three months ended March 31, 2010

Total Gross Leasing Activity
Rentable square feet				510,929
Number of leases				155
Gross New Leasing Activity
Rentable square feet				175,750
Number of leases				73
Gross Renewal Leasing Activity
Rentable square feet				335,179
Number of leases				82
Net Absorption
Leased rentable square feet				(78,679	)
Cash Rent Growth (2)
Expiring Rate			$	36.42
New/Renewal Rate			$	33.22
Change				(8.8	%)
Straight-Line Rent Growth (3)
Expiring Rate			$	34.19
New/Renewal Rate			$	34.05
Change				(0.4	%)
Weighted Average Lease Terms
New (in months)				62
Renewal (in months)				69
Tenant Improvement and Leasing Commissions (4)		Total Lease Transaction Costs	Annual Lease Transaction Costs
New leases	$	26.49	$	4.98
Renewal leases	$	17.45	$	2.82
Blended	$	20.67	$	3.51

(1)	All properties are 100% owned except Honolulu Club (78,000 square feet) owned by a joint venture in which we own a 66.7% interest and 6 properties totaling 1.4 million square feet owned by our unconsolidated real estate funds.
(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 and renewal leases on the same space.
(4)	Per rentable square foot. Represents weighted average lease transaction costs based on the leases executed in the current quarter in our properties, including repositioned properties.

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