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)

November 2, 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 November 2, 2010, Douglas Emmett, Inc. issued a press release setting forth the results for the Company for the quarter ended September 30, 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 November 2, 2010.

99.2 Supplemental Financial and Operating Information provided by Douglas Emmett, Inc. on November 2, 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: November 2, 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 Third Quarter Earnings Results

Reports FFO of $0.36 Per Diluted Share

Revises 2010 FFO Guidance

SANTA MONICA, CALIFORNIA – November 2, 2010 – Douglas Emmett, Inc. (NYSE:DEI), a real estate investment trust (REIT), today announced its 2010 third quarter financial results for the period ended September 30, 2010.

Financial Results

Funds From Operations (FFO) for the three months ended September 30, 2010 totaled $55.9 million, or $0.36 per diluted share, compared to $47.8 million, or $0.31 per diluted share, for the three months ended September 30, 2009.  Funds From Operations (FFO) for the nine months ended September 30, 2010 totaled $150.8 million, or $0.96 per diluted share, compared to $151.8 million, or $0.98 per diluted share, for the nine months ended September 30, 2009.

The Company reported a GAAP net loss attributable to common stockholders of $3.9 million, or ($0.03) per diluted share, for the three months ended September 30, 2010, compared to a GAAP net loss attributable to common stockholders of $8.8 million, or ($0.07) per diluted share, for the three months ended September 30, 2009.  For the nine months ended September 30, 2010, the Company reported a GAAP net loss attributable to common stockholders of $21.2 million, or ($0.17) per diluted share, compared to $18.2 million, or ($0.15) per diluted share, for the nine months ended September 30, 2009.

Same Property Net Operating Income (NOI) on a cash basis decreased 1.0% for the three months ended September 30, 2010 compared to the three months ended September 30, 2009.  Same Property NOI on a GAAP basis for the three months ended September 30, 2010 decreased 2.3% compared to the three months ended September 30, 2009.

Company Operations

Office:  Total leasing activity during the third quarter of 2010 totaled 680,794 square feet in 190 leases signed by the Company, compared to the second quarter of 2010, which totaled 732,837 square feet, or 167 leases.  Total leasing activity included 70 new leases signed by the Company during the third quarter totaling 203,959 square feet, compared to 69 new leases totaling 257,123 square feet in the second quarter of 2010.

As of September 30, 2010, the Company’s office portfolio was 89.9% leased and 88.7% occupied, compared to 91.1% leased and 89.7% occupied at June 30, 2010. These figures exclude six properties owned by an unconsolidated fund managed by the Company.  As of September 30, 2010, the Company’s office portfolio, including the fund-owned properties, was 88.9% leased and 87.4% occupied, compared to 89.6% leased and 88.0% occupied at June 30, 2010.  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 Third Quarter Earnings Results

Company Operations (cont’d)

Same property office revenues, on a cash basis, increased to $114.8 million in the third quarter of 2010 from $114.6 million in the third quarter of 2009.  Same property office expenses, on a cash basis, increased to $39.9 million in the third quarter of 2010 from $38.7 million in the third quarter of 2009.  Same property office revenues, on a GAAP basis, decreased to $122.4 million in the third quarter of 2010 from $123.5 million in the third quarter of 2009.  Same property office expenses, on a GAAP basis, increased to $39.8 million in the third quarter of 2010 from $38.7 million in the third quarter of 2009.

Multifamily:  Same property multifamily revenues, on a cash basis, were essentially flat at $16.1 million for the quarter ended September 30, 2010 compared to the quarter ended September 30, 2009. Same property multifamily revenues, on a GAAP basis, were essentially flat at $17.0 million for the quarter ended September 30, 2010 compared to the quarter ended September 30, 2009.

As of September 30, 2010, the Company’s multifamily portfolio was 99.3% leased, which is flat compared to the percentage leased at June 30, 2010.

Cash Position

As of September 30, 2010, the Company had $281.7 million in cash and cash equivalents on hand compared to $72.7 million at December 31, 2009.

Financings

On September 30, 2010, the Company announced that it had obtained a seven-year $400 million term loan, which bears interest at a floating rate equal to one-month LIBOR plus 200 basis points. However, the Company has entered into an interest rate swap contract that effectively fixes the interest rate at 4.45% until July 1, 2015. The loan facility matures on October 2, 2017.  The term loan is secured by six of the Company’s office properties in Los Angeles and by Bishop Square in Honolulu, which was acquired by the Company on June 29, 2010.  A portion of the loan proceeds have been utilized to repay the outstanding balance of the Company’s credit facility, which is now retired, and the balance of the loan proceeds have been retained for other corporate opportunities.

Subsequent to the end of the third quarter, on November 1, 2010, the Company announced that it had obtained ten-year, cross-collateralized term loans aggregating $388.08 million.  The loans bear interest at a floating rate equal to one-month LIBOR plus 165 basis points. However, the Company has entered into interest rate swap contracts that effectively fix the interest rate at approximately 3.65% for seven years expiring on November 1, 2017.  The loans mature on November 2, 2020.  The term loans are secured by four of the Company’s multifamily properties in Brentwood and Santa Monica.  The loan proceeds fully repaid four loans totaling $388.08 million that were scheduled to mature on June 1, 2012.  The Company has also terminated the existing interest rate swap contracts that were sc heduled to mature on August 1, 2011 and were related to the repaid loans.

Acquisitions

On October 22, 2010, the Company announced that its closed-end fund acquired Wilshire Bundy Plaza, a class “A” office building totaling more than 310,000 square feet for a contract price of $111 million, or approximately $358 per square foot.  The asset is located in the Company’s Brentwood submarket along the Wilshire Corridor.  In conjunction with this transaction, the fund assumed an amortizing term loan with a current principal balance of approximately $56.4 million and a 5.67% interest rate. The loan matures on April 1, 2016.

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 October 15, 2010 to shareholders of record as of September 30, 2010. On an annualized basis, this represents a dividend of $0.40 per common share.

page 2 of 8

Douglas Emmett, Inc. Announces 2010 Third Quarter Earnings Results

Guidance

As previously noted, the Company has obtained new $388.08 million financing at an effective 3.65% interest rate and repaid existing loans totaling $388.08 million.  The Company terminated the interest rate swap contracts related to the loans that were repaid on November 1, 2010 for net cash payments totaling approximately $11.9 million.  The Company contemplates that, as a result of the swap contract terminations, there will be a one-time impact to FFO of cash and non-cash interest expense totaling approximately $13.9 million in the fourth quarter of 2010.  The Company is revising its full year 2010 FFO guidance range to $1.19 - $1.23 per diluted share from the previous range of $1.24 - $1.28. This guidance excludes any impact from future acquisitions, dispositions, equity purchases, debt financings or repaym ents, recapitalizations, or similar matters.

Conference Call and Webcast Information

A conference call to discuss the Company’s 2010 third quarter financial results is scheduled for Wednesday, November 3, 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.

§   Phone: 877-298-7945 (U.S./Canada) or 706-758-2996 (International) – conference ID #14472714.

§   Replay: A rebroadcast 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 beginning at approximately 5:00 p.m. Eastern Time, on Wednesday, November 3, 2010 and ending at 11:59 pm Eastern Time, Wednesday, November 10, 2010 using 800-642-1687 (U.S./Canada), or 706-645-9291 (International) and conference ID #14472714.

Supplemental Information

Supplemental financial information for the Company’s 2010 third 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, and assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect.  As a result, our actual future results can be expected to differ from our expectations, and those differences may be material.  Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.  For a discussion of some of the risks and uncertainties that could cause actual results to differ from t hose contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

--tables follow--

page 3 of 8

Douglas Emmett, Inc. Announces 2010 Third Quarter Earnings Results

Douglas Emmett, Inc.

Consolidated Balance Sheets

(in thousands)

	September 30, 2010		December 31, 2009
		(unaudited)
Assets
Investment in real estate:
Land	$	851,679	$	835,407
Buildings and improvements		5,222,462		5,017,569
Tenant improvements and lease intangibles		576,761		534,084
Investment in real estate, gross		6,650,902		6,387,060
Less: accumulated depreciation		(856,767)		(688,893)
Investment in real estate, net		5,794,135		5,698,167
Cash and cash equivalents		281,681		72,740
Tenant receivables, net		1,921		2,357
Deferred rent receivables, net		46,937		40,395
Interest rate contracts		59,390		108,027
Acquired lease intangible assets, net		10,396		11,691
Investment in unconsolidated real estate funds		98,327		97,127
Other assets		27,542		29,428
Total assets	$	6,320,329	$	6,059,932
Liabilities
Secured notes payable	$	3,658,000	$	3,258,000
Unamortized non-cash debt premium		11,494		15,459
Interest rate contracts		159,918		237,194
Accrued interest payable		18,075		26,263
Accounts payable and accrued expenses		44,552		46,630
Acquired lease intangible liabilities, net		117,113		139,340
Security deposits		32,319		32,501
Dividends payable		12,350		12,160
Total liabilities		4,053,821		3,767,547
Equity
Douglas Emmett, Inc. stockholders’ equity:
Common stock		1,235		1,216
Additional paid-in capital		2,322,276		2,290,419
Accumulated other comprehensive income (loss)		(153,482)		(186,255)
Accumulated deficit		(370,007)		(312,017)
Total Douglas Emmett, Inc. stockholders’ equity		1,800,022		1,793,363
Noncontrolling interests		466,486		499,022
Total equity		2,266,508		2,292,385
Total liabilities and equity	$	6,320,329	$	6,059,932

page 4 of 8

Douglas Emmett, Inc. Announces 2010 Third Quarter Earnings Results

Douglas Emmett, Inc.

Consolidated Statements of Operations

(unaudited and in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009 (1)
Revenues:
Office rental:
Rental revenues	$	101,509	$	99,463	$	298,951	$	307,219
Tenant recoveries		12,087		8,059		26,275		23,159
Parking and other income		17,485		15,939		48,874		49,977
Total office revenues		131,081		123,461		374,100		380,355
Multifamily rental:
Rental revenues		15,824		15,980		47,602		48,174
Parking and other income		1,165		986		3,364		3,110
Total multifamily revenues		16,989		16,966		50,966		51,284
Total revenues		148,070		140,427		425,066		431,639
Operating Expenses:
Office expenses		43,441		38,691		116,753		115,668
Multifamily expenses		4,596		4,560		13,598		13,363
General and administrative		7,101		5,585		18,895		17,895
Depreciation and amortization		57,621		55,529		167,874		172,332
Total operating expenses		112,759		104,365		317,120		319,258
Operating income		35,311		36,062		107,946		112,381
Gain on disposition of interest in unconsolidated real estate fund		―		―		―		5,573
Other income (loss)		257		56		654		(451)
Loss, including depreciation, from unconsolidated real estate funds		(1,810)		(1,904)		(5,514)		(1,229)
Interest expense		(38,498)		(45,326)		(129,308)		(139,154)
Acquisition-related expenses		(3)		―		(295)		―
Net loss		(4,743)		(11,112)		(26,517)		(22,880)
Less:  Net loss attributable to noncontrolling interests		847		2,306		5,343		4,725
Net loss attributable to common stockholders	$	(3,896)	$	(8,806)	$	(21,174)	$	(18,155)
Net loss per common share – basic and diluted (2)	$	(0.03)	$	(0.07)	$	(0.17)	$	(0.15)
Weighted average shares of common stock outstanding – basic and diluted (2)		123,077		121,486		122,356		121,548

(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)   Basic and 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.

page 5 of 8

Douglas Emmett, Inc. Announces 2010 Third Quarter Earnings Results

Douglas Emmett, Inc.

FFO Reconciliation

(unaudited and in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Funds From Operations (FFO) (1)
Net loss attributable to common stockholders	$	(3,896)	$	(8,806)	$	(21,174)	$	(18,155)
Depreciation and amortization of real estate assets		57,621		55,529		167,874		172,332
Net loss attributable to noncontrolling interests		(847)		(2,306)		(5,343)		(4,725)
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		3,068		3,366		9,445		7,934
FFO	$	55,946	$	47,783	$	150,802	$	151,813
Weighted average share equivalents outstanding - fully diluted		156,564		155,439		156,340		155,622
FFO per share - fully diluted	$	0.36	$	0.31	$	0.96	$	0.98

(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 recognize d measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.  However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that results from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

page 6 of 8

Douglas Emmett, Inc. Announces 2010 Third Quarter Earnings Results

Douglas Emmett, Inc.

Same Property Statistical and Financial Data

(unaudited and in thousands, except statistics)

	As of September 30,
	2010		2009
Same Property Office Statistics
Number of properties	49		49
Rentable square feet	11,891,405		11,889,279
% leased	89.9	%	91.8	%
% occupied	88.6	%	90.7	%
Same Property Multifamily  Statistics
Number of properties	9		9
Number of units	2,868		2,868
% leased	99.3	%	99.4	%

	Three Months Ended September 30,
	2010		2009		% Favorable (Unfavorable)
Same Property Net Operating Income – GAAP Basis (1) (3)
Total office revenues	$	122,386	$	123,461	(0.9)	%
Total multifamily revenues		16,989		16,966	0.1
Total revenues		139,375		140,427	(0.7)
Total office expense		(39,840)		(38,691)	(3.0)
Total multifamily expense		(4,596)		(4,560)	(0.8)
Total property expense		(44,436)		(43,251)	(2.7)
Same Property NOI - GAAP basis	$	94,939	$	97,176	(2.3)	%
Same Property Net Operating Income - Cash Basis (1) (2) (3)
Total office revenues	$	114,844	$	114,608	0.2	%
Total multifamily revenues		16,121		16,085	0.2
Total revenues		130,965		130,693	0.2
Total office expense		(39,885)		(38,736)	(3.0)
Total multifamily expense		(4,596)		(4,560)	(0.8)
Total property expense		(44,481)		(43,296)	(2.7)
Same Property NOI - cash basis	$	86,484	$	87,397	(1.0)	%

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

page 7 of 8

Douglas Emmett, Inc. Announces 2010 Third Quarter Earnings Results

Douglas Emmett, Inc.

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

(unaudited and in thousands)

		Three Months Ended September 30,
		2010		2009
Same property office revenues - cash basis (1) (2)		$	114,844	$	114,608
GAAP adjustments			7,542		8,853
	Same property office revenues - GAAP basis		122,386		123,461
Same property multifamily revenues - cash basis			16,121		16,085
GAAP adjustments			868		881
	Same property multifamily revenues - GAAP basis		16,989		16,966
Same property revenues - GAAP basis			139,375		140,427
Same property office expenses - cash basis			(39,885)		(38,736)
GAAP adjustments			45		45
	Same property office expenses - GAAP basis		(39,840)		(38,691)
Same property multifamily expenses - cash basis			(4,596)		(4,560)
GAAP adjustments			―		―
	Same property multifamily expenses - GAAP basis		(4,596)		(4,560)
Same property expenses - GAAP basis			(44,436)		(43,251)
Same property Net Operating Income (NOI) (3)- GAAP basis			94,939		97,176
Non-comparable office revenues			8,695		―
Non-comparable office expenses			(3,601)		―
	Total property NOI - GAAP basis		100,033		97,176
General and administrative expenses			(7,101)		(5,585)
Depreciation and amortization			(57,621)		(55,529)
	Operating income		35,311		36,062
Gain on disposition of interest in unconsolidated real estate fund			―		―
Other income (loss)			257		56
Loss, including depreciation, from unconsolidated real estate funds			(1,810)		(1,904)
Interest expense			(38,498)		(45,326)
Acquisition-related expenses			(3)		―
	Net loss		(4,743)		(11,112)
Less: Net loss attributable to noncontrolling interests			847		2,306
	Net loss attributable to common stockholders	$	(3,896)	$	(8,806)

(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 e xtraordinary 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, acco rdingly, our NOI may not be comparable to such other REITs’ NOI.  Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.  NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

page 8 of 8

EX-99.2

Supplemental Operating and Financial Data

For the Quarter Ended September 30, 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 i n 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 r isks 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 September 30, 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)		56
Square feet owned (in thousands) (1)		14,290
Office leased rate as of September 30, 2010 (1)		88.9	%
Office occupied rate as of September 30, 2010 (1) (2)		87.4	%
Office leased rate as of September 30, 2010 (excluding 6 properties owned by an unconsolidated real estate fund)		89.9	%
Office occupied rate as of September 30, 2010 (excluding 6 properties owned by an unconsolidated real estate fund) (2)		88.7	%
Number of multifamily properties owned		9
Number of multifamily units owned		2,868
Multifamily leased rate as of September 30, 2010		99.3	%
Market capitalization (in thousands):
	Total debt (3) (4)	3,830,193
	Common equity capitalization (5)	2,722,265
	Total market capitalization	6,552,458
Debt/total market capitalization		58.5	%
Common stock data (NYSE:DEI):
	Range of closing prices (6)	$13.27 - $17.69
	Closing price at quarter end	$17.51
	Weighted average fully diluted shares outstanding (in thousands)(6) (7)	156,564
	Shares of common stock outstanding on September 30, 2010 (in thousands) (8)	123,497

(1)	All properties are 100% owned except a 78,000 square foot property 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 an unconsolidated real estate fund.
(2)	Represents percent leased less signed leases not yet commenced.
(3)	Excludes non-cash loan premium.
(4)	Excludes one-third of the $18 million debt attributable to the noncontrolling interest in a consolidated joint venture; includes $178 million of debt attributable to the equity interests in unconsolidated real estate funds owned by our operating partnership (OP).
(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 September 30, 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)

	September 30, 2010			December 31, 2009
	(unaudited)
Assets
Investment in real estate:
Land	$	851,679		$	835,407
Buildings and improvements		5,222,462			5,017,569
Tenant improvements and lease intangibles		576,761			534,084
Investment in real estate, gross		6,650,902			6,387,060
Less: accumulated depreciation		(856,767	)		(688,893	)
Investment in real estate, net		5,794,135			5,698,167
Cash and cash equivalents		281,681			72,740
Tenant receivables, net		1,921			2,357
Deferred rent receivables, net		46,937			40,395
Interest rate contracts		59,390			108,027
Acquired lease intangible assets, net		10,396			11,691
Investment in unconsolidated real estate funds		98,327			97,127
Other assets		27,542			29,428
Total assets	$	6,320,329		$	6,059,932
Liabilities
Secured notes payable	$	3,658,000		$	3,258,000
Unamortized non-cash debt premium		11,494			15,459
Interest rate contracts		159,918			237,194
Accrued interest payable		18,075			26,263
Accounts payable and accrued expenses		44,552			46,630
Acquired lease intangible liabilities, net		117,113			139,340
Security deposits		32,319			32,501
Dividends payable		12,350			12,160
Total liabilities		4,053,821			3,767,547
Equity
Douglas Emmett, Inc. stockholders' equity:
Common stock		1,235			1,216
Additional paid-in capital		2,322,276			2,290,419
Accumulated other comprehensive income (loss)		(153,482	)		(186,255	)
Accumulated deficit		(370,007	)		(312,017	)
Total Douglas Emmett, Inc. stockholders' equity		1,800,022			1,793,363
Noncontrolling interests		466,486			499,022
Total equity		2,266,508			2,292,385
Total liabilities and equity	$	6,320,329		$	6,059,932

5 

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009 (1)
Revenues:
Office rental:
Rental revenues	$	101,509		$	99,463		$	298,951		$	307,219
Tenant recoveries		12,087			8,059			26,275			23,159
Parking and other income		17,485			15,939			48,874			49,977
Total office revenues		131,081			123,461			374,100			380,355
Multifamily rental:
Rental revenues		15,824			15,980			47,602			48,174
Parking and other income		1,165			986			3,364			3,110
Total multifamily revenues		16,989			16,966			50,966			51,284
Total revenues		148,070			140,427			425,066			431,639
Operating Expenses:
Office expenses		43,441			38,691			116,753			115,668
Multifamily expenses		4,596			4,560			13,598			13,363
General and administrative		7,101			5,585			18,895			17,895
Depreciation and amortization		57,621			55,529			167,874			172,332
Total operating expenses		112,759			104,365			317,120			319,258
Operating income		35,311			36,062			107,946			112,381
Gain on disposition of interest in unconsolidated real estate fund		-			-			-			5,573
Other income (loss)		257			56			654			(451	)
Loss, including depreciation, from unconsolidated real estate funds		(1,810	)		(1,904	)		(5,514	)		(1,229	)
Interest expense		(38,498	)		(45,326	)		(129,308	)		(139,154	)
Acquisition-related expenses		(3	)		-			(295	)		-
Net loss		(4,743	)		(11,112	)		(26,517	)		(22,880	)
Less:  Net loss attributable to noncontrolling interests		847			2,306			5,343			4,725
Net loss attributable to common stockholders	$	(3,896	)	$	(8,806	)	$	(21,174	)	$	(18,155	)
Net loss per common share – basic and diluted (2)	$	(0.03	)	$	(0.07	)	$	(0.17	)	$	(0.15	)
Weighted average shares of common stock outstanding – basic and diluted (2)		123,077			121,486			122,356			121,548

(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.

(2)   Basic and 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 September 30,							Nine Months Ended September 30,
		2010			2009			2010			2009
Funds From Operations (FFO)
Net loss attributable to common stockholders	$	(3,896)		$	(8,806)		$	(21,174)		$	(18,155)
Depreciation and amortization of real estate assets		57,621			55,529			167,874			172,332
Net loss attributable to noncontrolling interests		(847)			(2,306)			(5,343)			(4,725)
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		3,068			3,366			9,445			7,934
FFO	$	55,946		$	47,783		$	150,802		$	151,813
Adjusted Funds From Operations (AFFO)
FFO	$	55,946		$	47,783		$	150,802		$	151,813
Straight-line rent adjustment		(2,134)			(2,249)			(6,542)			(6,674)
Amortization of acquired above and below market leases		(6,504)			(7,530)			(20,431)			(25,470)
Amortization of interest rate contracts and loan premium		1,770			3,716			8,600			11,229
Amortization of prepaid financing		506			483			1,336			1,573
Recurring capital expenditures, tenant improvements and leasing commissions		(10,398)			(6,839)			(26,243)			(20,126)
Non-cash compensation expense		1,893			1,226			9,010			4,992
Less: adjustments attributable to consolidated joint venture and unconsolidated investment in real estate funds		(497)			(870)			(1,747)			(2,136)
AFFO	$	40,582		$	35,720		$	114,785		$	115,201
Weighted average share equivalents outstanding - fully diluted		156,564			155,439			156,340			155,622
FFO per share- fully diluted	$	0.36		$	0.31		$	0.96		$	0.98
Dividends per share declared	$	0.10		$	0.10		$	0.30		$	0.30
AFFO payout ratio		38.31	%		43.43	%		40.63	%		40.42	%
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 September 30,
	2010			2009
Same Property Office Statistics
Number of properties		49			49
Rentable square feet		11,891,405			11,889,279
% leased		89.9	%		91.8	%
% occupied		88.6	%		90.7	%
Same Property Multifamily Statistics
Number of properties		9			9
Number of units		2,868			2,868
% leased		99.3	%		99.4	%
	Three months ended September 30,						% Favorable
		2010			2009		(Unfavorable)
Same Property Net Operating Income - GAAP Basis
Total office revenues	$	122,386		$	123,461			(0.9	)%
Total multifamily revenues		16,989			16,966			0.1
Total revenues		139,375			140,427			(0.7	)
Total office expense		(39,840	)		(38,691	)		(3.0	)
Total multifamily expense		(4,596	)		(4,560	)		(0.8	)
Total property expense		(44,436	)		(43,251	)		(2.7	)
Same Property NOI - GAAP basis	$	94,939		$	97,176			(2.3	)%
Same Property Net Operating Income - Cash Basis
Total office revenues	$	114,844		$	114,608			0.2	%
Total multifamily revenues		16,121			16,085			0.2
Total revenues		130,965			130,693			0.2
Total office expense		(39,885	)		(38,736	)		(3.0	)
Total multifamily expense		(4,596	)		(4,560	)		(0.8	)
Total property expense		(44,481	)		(43,296	)		(2.7	)
Same Property NOI - cash basis	$	86,484		$	87,397			(1.0	)%
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 September 30,
	2010			2009
Same property office revenues - cash basis	$	114,844		$	114,608
GAAP adjustments		7,542			8,853
Same property office revenues - GAAP basis		122,386			123,461
Same property multifamily revenues - cash basis		16,121			16,085
GAAP adjustments		868			881
Same property multifamily revenues - GAAP basis		16,989			16,966
Same property revenues - GAAP basis		139,375			140,427
Same property office expenses - cash basis		(39,885	)		(38,736	)
GAAP adjustments		45			45
Same property office expenses - GAAP basis		(39,840	)		(38,691	)
Same property multifamily expenses - cash basis		(4,596	)		(4,560	)
GAAP adjustments		-			-
Same property multifamily expenses - GAAP basis		(4,596	)		(4,560	)
Same property expenses - GAAP basis		(44,436	)		(43,251	)
Same property Net Operating Income (NOI) - GAAP basis		94,939			97,176
Non-comparable office revenues		8,695			-
Non-comparable office expenses		(3,601	)		-
Total property NOI - GAAP basis		100,033			97,176
General and administrative expenses		(7,101	)		(5,585	)
Depreciation and amortization		(57,621	)		(55,529	)
Operating income		35,311			36,062
Gain on disposition of interest in unconsolidated real estate fund		-			-
Other income (loss)		257			56
Loss, including depreciation, from unconsolidated real estate funds		(1,810	)		(1,904	)
Interest expense		(38,498	)		(45,326	)
Acquisition-related expenses		(3	)		-
Net loss		(4,743	)		(11,112	)
Less: Net loss attributable to noncontrolling interests		847			2,306
Net loss attributable to common stockholders	$	(3,896	)	$	(8,806	)
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 dispositi ons, 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 ne t 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 int erests, 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 a ny 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 September 30, 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)		08/31/12		545,000		LIBOR + 0.85%	5.75		12/01/10
Modified Term Loan (5)		08/31/12		322,500		LIBOR + 0.85%	4.98		08/01/11
Modified Term Loan (5)		08/31/12		322,500		LIBOR + 0.85%	5.02		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
Term Loan (7)		10/02/17		400,000		LIBOR + 2.00%	4.45		07/01/15
	Subtotal			2,530,000			5.08%	(2)
Variable Rate:
Modified Term Loan (8)		08/31/12		1,110,000		LIBOR + 0.85%	--		--
Wells Fargo Loan (9)		03/01/11		12,000		LIBOR + 1.25%	--		--
	Subtotal			1,122,000
	Consolidated total, net of portion attributable to noncontrolling interest in consolidated joint venture			3,652,000	(10)
Debt Attributable from Unconsolidated Real Estate Funds:
Term Loan (11)		08/18/13		178,193		LIBOR + 1.65%	5.52%		09/04/12
Total consolidated and unconsolidated debt			$	3,830,193

(1)	As of September 30, 2010, the weighted average remaining life of our consolidated outstanding debt is 2.9 years, and the weighted average remaining life of the interest rate swaps is 1.3 years.
(2)	Includes the effect of interest rate contracts.  Based on actual/360-day basis and excludes amortization of loan fees.  The total consolidated effective rate on an actual/365-day basis is 5.15% at September 30, 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)	Secured by three separate collateralized pools.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(6)	Secured by four properties in a collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(7)	Secured by eight properties in a collateralized pool.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(8)	Secured by four separate collateralized pools.  Requires monthly payments of interest only, with outstanding principal due upon maturity.
(9)	This is an $18 million loan held by a consolidated entity in which our Operating Partnership owns a two-thirds interest.
(10)	Excludes the unamortized non-cash debt premium of $11,494 which represents the mark-to-market adjustment recorded on all variable rate debt outstanding at the time of our IPO.
(11)	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

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Douglas Emmett, Inc. OFFICE PORTFOLIO SUMMARY (1) as of September 30, 2010

Submarket		Number of Properties	Rentable Square Feet (2)	Square Feet as a Percent of Total
West Los Angeles
	Brentwood	13	1,390,822	9.7	%
	Olympic Corridor	5	1,097,921	7.7
	Century City	3	915,980	6.4
	Santa Monica	8	970,185	6.8
	Beverly Hills	6	1,344,274	9.4
	Westwood	2	396,807	2.8
San Fernando Valley
	Sherman Oaks/Encino	11	3,181,042	22.3
	Warner Center/Woodland Hills	3	2,855,871	20.0
Tri-Cities
	Burbank	1	420,949	2.9
Honolulu		4	1,716,259	12.0
Total		56	14,290,110	100.0	%

(1)	All properties are 100% owned except a 78,000 square foot property 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 12,492,323 leased square feet, 1,593,005 available square feet, 93,431 building management use square feet, and 111,351 square feet of BOMA 1996 adjustment on leased space.

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Douglas Emmett, Inc. OFFICE PORTFOLIO PERCENT LEASED AND IN-PLACE RENTS(1)as of September 30, 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	92.0%	$	50,418,613	$	40.02	$	3.33
	Olympic Corridor	84.9		31,064,824		34.18		2.85
	Century City	97.6		33,568,898		38.51		3.21
	Santa Monica (5)	93.2		47,141,962		53.12		4.43
	Beverly Hills	89.3		47,780,283		41.50		3.46
	Westwood	90.6		13,375,566		37.92		3.16
San Fernando Valley
	Sherman Oaks/Encino	89.1		87,930,341		32.10		2.67
	Warner Center/Woodland Hills	81.2		65,519,048		29.44		2.45
Tri-Cities
	Burbank	100.0		14,099,515		33.49		2.79
Honolulu		90.5		48,511,424		33.12		2.76
Total / Weighted Average		88.9	$	439,410,474		35.78		2.98
Recurring Capital Expenditures (1)
	- Office (per rentable square foot) for the three months ended September 30, 2010				$	0.02
	- Office (per rentable square foot) for the nine months ended Septmber 30, 2010				$	0.12

(1)	All properties are 100% owned except a 78,000 square foot property 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 209,724 square feet with respect to signed leases not yet commenced.
(3)	Represents annualized monthly cash base rent (i.e., excludes tenant reimbursements, parking and other revenue) under leases commenced as of September 30, 2010 (does not include 209,724 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 209,724 square feet with respect to signed leases not commenced) as set forth in note (2) above for the total.
(5)	Includes $1,301,533 of annualized rent attributable to our corporate headquarters at our Lincoln/Wilshire property.

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Douglas Emmett, Inc. MULTIFAMILY PORTFOLIO SUMMARY as of September 30, 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		99.3%	$	22,193,402	$	1,961
Santa Monica (2)		99.6		20,914,308		2,133
Honolulu		99.2		17,791,920		1,361
Total / Weighted Average		99.3	$	60,899,630		1,781
Recurring Capital Expenditures
- Multifamily (per unit) for the three months ended September 30, 2010					$	111
- Multifamily (per unit) for the nine months ended September 30, 2010					$	268

(1)	Represents annualized monthly multifamily rental income under leases commenced as of September 30, 2010.
(2)	Excludes 10,013 square feet of ancillary retail space, which generates $308,340 of annualized rent as of September 30, 2010.

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Douglas Emmett, Inc. TENANT DIVERSIFICATION (1) (1.0% or Greater ofAnnualized Rent) as of September 30, 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	2013-2020	625,748	4.4%	$	20,856,308	4.8%
William Morris Endeavor (5)	2	1	2014-2019	136,171	0.9		6,527,370	1.5
Bank of America (6)	14	10	2011-2018	157,594	1.1		6,326,877	1.4
AIG (Sun America Life Insurance)	1	1	2013	182,010	1.3		5,725,351	1.3
The Macerich Partnership, L.P.	1	1	2018	90,832	0.6		4,446,387	1.0
Total	22	17		1,192,355	8.3%	$	43,882,293	10.0%

(1)	All properties are 100% owned except a 78,000 square foot property 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 September 30, 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 10,000 square foot lease expiring in October 2013, a 150,000 square foot lease expiring in April 2016, a 421,000 square foot lease expiring in September 2019, and a 45,000 square foot lease expiring in December 2020.
(5) (6)	Includes a 2,000 square foot lease expiring in March 2014 and a 134,000 square foot lease expiring in June 2019. The notable leases include 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 7,000 square foot lease expiring in March 2014, a 9,000 square foot lease expiring in September 2014, an 11,000 square foot lease expiring in November 2014, a 4,000 square foot lease expiring in February 2015, a 23,000 square foot lease expiring in December 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 September 30, 2010

Industry	Number of Leases		Annualized Rent as a Percent of Total
Legal		439		18.0%
Financial Services		283		14.6
Entertainment		126		12.6
Real Estate		175		9.8
Accounting & Consulting		264		9.5
Health Services		316		8.3
Insurance		103		7.9
Retail		191		7.1
Technology		85		3.9
Advertising		62		2.9
Public Administration		57		2.2
Educational Services		18		1.2
Other		86		2.0
Total		2,205		100.0%

(1) All properties are 100% owned except a 78,000 square foot property 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 September 30, 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	1,140	51.7%	1,502,860		10.5%	$	56,146,623	12.8%
2,501-10,000	776	35.2	3,791,200		26.5		136,503,907	31.1
10,001-20,000	190	8.6	2,671,783		18.7		95,662,063	21.8
20,001-40,000	73	3.3	1,996,514		14.0		69,671,764	15.8
40,001-100,000	20	0.9	1,191,003		8.3		43,861,869	10.0
Greater than 100,000	6	0.3	1,129,239		7.9		37,564,248	8.5
Subtotal	2,205	100.0%	12,282,599	(5)	85.9%		439,410,474	100.0%
Available	-	-	1,593,005		11.1		-	-
BOMA Adjustment (4)	-	-	111,351		0.8		-	-
Building Management Use	-	-	93,431		0.7		-	-
Signed leases not commenced	-	-	209,724		1.5		-	-
Total	2,205	100.0%	14,290,110		100.0%	$	439,410,474	100.0%

(1)	All properties are 100% owned except a 78,000 square foot property 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 12,492,323 leased square feet (includes 209,724 square feet with respect to signed leases not commenced), 1,593,005 available square feet, 93,431 building management use square feet, and 111,351 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 September 30, 2010 (does not include 209,724 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 5,600 square feet. Median is approximately 2,400 square feet.

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Douglas Emmett, Inc. LEASE EXPIRATIONS (1) as of September 30, 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	-	1,593,005	11.1%	$	-	- %	$	-	$	-
2010	162	421,326	2.9		13,983,491	3.2		33.19		33.20
2011	449	1,817,823	12.7		64,557,750	14.7		35.51		35.88
2012	420	1,805,765	12.6		63,202,062	14.4		35.00		36.70
2013	367	1,809,029	12.7		68,883,282	15.7		38.08		41.04
2014	273	1,530,977	10.7		53,401,448	12.1		34.88		38.81
2015	243	1,446,123	10.1		48,249,833	11.0		33.36		38.00
2016	114	1,034,562	7.2		35,432,930	8.1		34.25		39.00
2017	60	546,564	3.8		19,057,037	4.3		34.87		42.97
2018	36	407,152	2.9		18,485,832	4.2		45.40		56.26
2019	29	836,036	5.9		30,721,601	7.0		36.75		45.46
2020	34	337,765	2.4		11,917,204	2.7		35.28		43.76
Thereafter	18	289,477	2.0		11,518,004	2.6		39.79		49.74
BOMA Adjustment (6)	-	111,351	0.8		-	-		-		-
Building Management Use	-	93,431	0.7		-	-		-		-
Signed leases not commenced	-	209,724	1.5		-	-		-		-
Total/Weighted Average	2,205	14,290,110	100.0%		439,410,474	100.0%	$	35.78	$	39.73

(1)	All properties are 100% owned except a 78,000 square foot property 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 12,492,323 leased square feet (includes 209,724 square feet with respect to signed leases not commenced), 1,593,005 available square feet, 93,431 building management use square feet, and 111,351 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 September 30, 2010 (does not include 209,724 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 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 September 30, 2010

Submarket			Q4 2010			Q1 2011			Q2 2011			Q3 2011
West Los Angeles
Brentwood	Expiring SF		57,333			38,990			80,415			55,921
	Rent per SF(2)	$	39.34		$	34.68		$	46.77		$	35.17
Olympic Corridor	Expiring SF		29,065			77,702			35,935			40,019
	Rent per SF(2)	$	26.42		$	34.78		$	34.31		$	33.77
Century City	Expiring SF		33,261			19,328			50,193			33,505
	Rent per SF(2)	$	39.33		$	37.56		$	39.96		$	34.22
Santa Monica	Expiring SF		27,069			7,898			17,109			21,444
	Rent per SF(2)	$	47.58		$	53.90		$	26.71		$	44.36
Beverly Hills	Expiring SF		31,340			30,347			16,957			94,103
	Rent per SF(2)	$	36.10		$	41.55		$	36.49		$	45.46
Westwood	Expiring SF		14,479			9,824			15,186			21,925
	Rent per SF(2)	$	36.85		$	35.14		$	35.98		$	43.40
San Fernando Valley
Sherman Oaks/Encino	Expiring SF		76,279			119,747			74,748			88,004
	Rent per SF(2)	$	30.75		$	30.42		$	32.97		$	33.20
Warner Center/Woodland Hills	Expiring SF		87,521			74,539			58,576			34,555
	Rent per SF(2)	$	27.35		$	30.38		$	29.22		$	32.71
Tri-Cities
Burbank	Expiring SF		-			-			-			-
	Rent per SF(2)		-			-			-			-
Honolulu	Expiring SF		64,979			79,844			55,024			54,463
	Rent per SF(2)	$	30.23		$	32.20		$	34.60		$	33.04
Total	Expiring SF		421,326	(3)		458,219	(4)		404,143	(5)		443,939	(6)
	Rent per SF(2)	$	33.20		$	33.37		$	36.38		$	37.16

(1)	All properties are 100% owned except a 78,000 square foot property 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 September 30, 2010, 405,167 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending December 31, 2010.
(4)	As of September 30, 2010, 108,171 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending March 31, 2011.
(5)	As of September 30, 2010, 53,796 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending June 30, 2011.
(6)	As of September 30, 2010, 58,143 rentable square feet had been renewed for leases that were previously scheduled to expire in the quarter ending September 30, 2011.

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Douglas Emmett, Inc. OFFICE PORTFOLIO LEASING ACTIVITY (1) for the three months ended September 30, 2010

Total Gross Leasing Activity
Rentable square feet				680,794
Number of leases				190
Gross New Leasing Activity
Rentable square feet				203,959
Number of leases				70
Gross Renewal Leasing Activity
Rentable square feet				476,835
Number of leases				120
Net Absorption
Leased rentable square feet				(106,446)
Cash Rent Change (2)
Expiring Rate			$	35.35
New/Renewal Rate			$	31.12
Change				-12.0	%
Straight-Line Rent Change (3)
Expiring Rate			$	33.18
New/Renewal Rate			$	32.05
Change				-3.4	%
Weighted Average Lease Terms
New (in months)				54
Renewal (in months)				64
		Total Lease		Annual Lease
		Transaction		Transaction
Tenant Improvement and Leasing Commissions (4)		Costs		Costs
New leases	$	24.92	$	4.99
Renewal leases	$	17.58	$	3.14
Blended	$	19.68	$	3.63

(1)	All properties are 100% owned except a 78,000 square foot property 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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