nysedei-20230207
0001364250false00013642502023-02-072023-02-07

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): February 7, 2023
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Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)
Maryland001-3310620-3073047
(State or other jurisdiction of incorporation)Commission file number(I.R.S. Employer identification No.)
1299 Ocean Avenue, Suite 1000,Santa Monica,California90401
(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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.01 par value per shareDEINew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  


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




Item 2.02 Results of Operations and Financial Condition

On February 7, 2023, Douglas Emmett, Inc. released its financial results for the quarter ended December 31, 2022 by posting to its website its Fourth Quarter 2022 Earnings Results and Operating Information package (attached as Exhibit 99.1).  The information contained in this report on Form 8-K, including the attached 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: The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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:February 7, 2023By:/s/ PETER D. SEYMOUR
  Peter D. Seymour
  Chief Financial Officer




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Executive Summary

We own and operate 18.1 million square feet of Class A office properties and 5,013 apartment units (excluding our residential development pipeline) in the premier coastal submarkets of Los Angeles and Honolulu.
Quarterly Results: For the quarter ended December 31, 2022 compared to the quarter ended December 31, 2021:
Our revenues increased by 6.4% to $254.1 million.
Our net income attributable to common stockholders increased by 25.7% to $24.3 million, or $0.14 per diluted share.
Our FFO increased by 7.2% to $105.5 million, or $0.51 per fully diluted share.
Our AFFO decreased by 11.1% to $81.2 million, driven by more tenant improvement expenditures as a result of our robust leasing in Q2 and Q3.
Our same property Cash NOI increased by 1.4% to $154.7 million, primarily as a result of higher rental revenue and parking, partly offset by inflationary impacts on expenses and lower office occupancy.
Annual Results: For the year ended December 31, 2022 compared to the year ended December 31, 2021:
Our revenues increased by 8.2% to $993.7 million.
Our net income attributable to common stockholders increased by 48.8% to $97.1 million, or $0.55 per diluted share.
Our FFO increased by 9.4% to $419.7 million, or $2.03 per fully diluted share.
Our AFFO increased by 6.0% to $355.2 million.
Our same property Cash NOI increased by 4.2% to $608.2 million.
Leasing: During the fourth quarter, we signed 218 office leases covering approximately 772,000 square feet, including 244,000 square feet of new leases. This brings our total leasing for the year to 3,719,000 square feet, including 1,290,000 square feet of new leases. Comparing the office leases we signed during the fourth quarter to the expiring leases for the same space, straight-line rents increased by 1.8% and cash rents decreased by 9.9%. Our multifamily portfolio remains essentially fully leased at 99.4%, with average rent roll-up on new leases this quarter over 5% across our portfolio.
Dividends: On January 18, 2023, we paid a quarterly cash dividend of $0.19 per common share, or $0.76 on an annualized basis.
Guidance: Our guidance assumes that occupancy growth may not start in 2023, with average office occupancy remaining between 82% and 84%. Our guidance also assumes that interest expense in 2023 will increase to between $192 and $196 million. We expect 2023 Net Income Per Common Share - Diluted to be between $0.39 - $0.45, and FFO per fully diluted share to be between $1.87 - $1.93, with the FFO decline from 2022 reflecting higher NOI offset by approximately $0.16 per share of additional interest expense in 2023. Our guidance does not include the impact of future property acquisitions or dispositions, stock sales or repurchases, financings, property damage insurance recoveries, impairment charges or other possible capital markets activities. See page 22.






NOTE: See the non-GAAP reconciliations for FFO & AFFO on page 8 and same property NOI on page 10.
See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Table of Contents
COMPANY OVERVIEW
  
FINANCIAL RESULTS
  
PORTFOLIO DATA
GUIDANCE
  
            DEFINITIONS

Forward Looking Statements (FLS)
This Fourth Quarter 2022 Earnings Results and Operating Information, which we refer to as our Earnings Package (EP), supplements the information provided in our reports filed with the Securities and Exchange Commission (SEC).  It contains FLS 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, and we claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the expectations regarding the performance of our business, financial results, liquidity and capital resources and other non-historical statements. In some cases, these FLS can be identified by the use of words such as “expect,” "potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “project,” “intend,” “plan,” “estimate,” "anticipate,” or the negative version of these words or other similar words. FLS presented in this EP, and those that we may make orally or in writing from time to time, are based on our beliefs and assumptions.  Our actual results will be affected by known and unknown risks, trends, uncertainties and factors, some of which are beyond our control or ability to predict, including, but not limited to: adverse developments related to the Coronavirus (COVID-19) global pandemic; adverse economic and real estate developments in Southern California and Honolulu; a general downturn in the economy; decreased rental and occupancy rates or increased tenant incentives; defaults on, and early terminations and non-renewal of, leases by tenants; inflation; higher interest rates and operating costs; failure to generate sufficient cash flows to service our debt; difficulties in acquiring properties; failure to successfully operate properties; failure to maintain our REIT status; adverse changes in rent control laws and regulations; environmental uncertainties; risks related to natural disasters; fire and other property damage, lack of or insufficient 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; possible future terrorist attacks; and other risks and uncertainties detailed in our Annual Report on Form 10-K for 2021, and other documents filed with the SEC. Although we believe that our assumptions underlying our FLS 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 could be material.  Accordingly, please use caution in relying on any FLS in this EP to anticipate future results or trends. This EP and all subsequent written and oral FLS attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our FLS.
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Company Overview

Corporate Data
as of December 31, 2022

Office Portfolio
ConsolidatedTotal
Properties69 71 
Rentable square feet (in thousands)17,68118,067
Leased rate87.1 %87.0 %
Occupancy rate83.7 %83.7 %
Multifamily Portfolio
Total
Properties14 
Units5,013
Leased rate(1)
99.4 %
Market Capitalization (in thousands, except price per share)
Fully Diluted Shares outstanding as of December 31, 2022208,680 
Common stock closing price per share (NYSE:DEI)$15.68 
Equity Capitalization$3,272,099 
Net Debt (in thousands)
ConsolidatedOur Share
Debt principal(2)
$5,220,902 $4,245,720 
Less: cash and cash equivalents(3)
(268,837)(135,660)
Net Debt$4,952,065 $4,110,060 
Leverage Ratio (in thousands, except percentage)
Pro Forma Enterprise Value$7,382,159 
Our Share of Net Debt to Pro Forma Enterprise Value56 %
AFFO Payout Ratio(4)
Three months ended December 31, 202249.1 %
_______________________________________________
(1)    Both the numerator and denominator used in calculating the percentage of units leased do not include 94 units at one property temporarily unoccupied as a result of a fire and 376 units at one newly constructed property undergoing lease up.
(2)    See page 12 for a reconciliation of consolidated debt principal and our share of debt principal to consolidated debt on the balance sheet.
(3)    Our share of cash and cash equivalents is calculated starting with our consolidated cash and cash equivalents of $268.8 million, then deducting the other owners' share of our JVs' cash and cash equivalents of $137.5 million and then adding our share of our unconsolidated Fund's cash and cash equivalents of $4.4 million.
(4)    Payout ratio based on $0.19 cent dividend payable to shareholders of record as of December 30, 2022.

NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Company Overview

Property Map
as of December 31, 2022

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Company Overview

Board of Directors and Executive Officers
as of December 31, 2022

BOARD OF DIRECTORS
__________________________________________________________________________________________________________________________________
Dan A. EmmettOur Executive Chairman of the Board
Jordan L. KaplanOur Chief Executive Officer and President
Kenneth M. PanzerOur Chief Operating Officer
Leslie E. BiderRetired Executive and Investor
Dorene C. DominguezChairwoman and CEO of Vanir Group of Companies
Dr. David T. FeinbergPresident and Chief Executive Officer, Cerner Corporation
Ray C. LeonardPresident, Sugar Ray Leonard Foundation
Virginia A. McFerranTechnology and Data Science Advisor
Thomas E. O’HernChief Executive Officer, Macerich
William E. Simon, Jr.Partner Emeritus, Simon Quick Advisors
Shirley WangFounder and CEO, Plastpro Inc.

EXECUTIVE OFFICERS
__________________________________________________________________________________________________________________________________
Dan A. EmmettChairman of the Board
Jordan L. KaplanChief Executive Officer and President
Kenneth M. PanzerChief Operating Officer
Peter D. SeymourChief Financial Officer
Kevin A. CrummyChief Investment Officer


CORPORATE OFFICE
1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401
Phone: (310) 255-7700

For more information, please visit our website at www.douglasemmett.com or contact:
Stuart McElhinney, Vice President, Investor Relations
(310) 255-7751
[email protected]
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Financial Results

Consolidated Balance Sheets
(Unaudited; In thousands)

 December 31, 2022December 31, 2021
Assets  
Investment in real estate, gross$12,292,973 $11,819,077 
Less: accumulated depreciation and amortization(3,299,365)(3,028,645)
Investment in real estate, net8,993,608 8,790,432 
Ground lease right-of-use asset7,455 7,464 
Cash and cash equivalents268,837 335,905 
Tenant receivables6,879 13,127 
Deferred rent receivables114,980 115,148 
Acquired lease intangible assets, net3,536 4,168 
Interest rate contract assets270,234 15,473 
Investment in unconsolidated Fund47,976 46,594 
Other assets33,941 25,721 
Total assets$9,747,446 $9,354,032 
Liabilities 
Secured notes payable and revolving credit facility, net$5,191,893 $5,012,076 
Ground lease liability10,848 10,860 
Interest payable, accounts payable and deferred revenue140,925 145,460 
Security deposits61,429 55,285 
Acquired lease intangible liabilities, net31,364 24,710 
Interest rate contract liabilities1,790 69,930 
Dividends payable33,414 49,158 
Total liabilities5,471,663 5,367,479 
Equity 
Douglas Emmett, Inc. stockholders' equity: 
Common stock1,758 1,755 
Additional paid-in capital3,493,307 3,488,886 
Accumulated other comprehensive income (loss)187,063 (38,774)
Accumulated deficit(1,119,714)(1,035,798)
Total Douglas Emmett, Inc. stockholders' equity2,562,414 2,416,069 
Noncontrolling interests1,713,369 1,570,484 
Total equity4,275,783 3,986,553 
Total liabilities and equity$9,747,446 $9,354,032 





NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Financial Results

Consolidated Operating Results
(Unaudited; In thousands, except per share data)

 Three Months Ended December 31,Year Ended December 31,
2022202120222021
Revenues    
Office rental    
Rental revenues and tenant recoveries(1)
$181,596 $181,555 $724,131 $704,946 
Parking and other income26,233 22,890 100,442 81,924 
Total office revenues207,829 204,445 824,573 786,870 
Multifamily rental
Rental revenues42,079 31,162 152,314 116,095 
Parking and other income4,229 3,245 16,765 15,432 
Total multifamily revenues46,308 34,407 169,079 131,527 
Total revenues254,137 238,852 993,652 918,397 
Operating Expenses
Office expenses72,516 69,631 284,522 265,376 
Multifamily expenses13,570 9,797 49,299 38,025 
General and administrative expenses11,232 11,990 45,405 42,554 
Depreciation and amortization93,210 91,488 372,798 371,289 
Total operating expenses190,528 182,906 752,024 717,244 
Other income2,097 287 4,587 2,465 
Other expenses(153)(173)(714)(937)
Income from unconsolidated Fund303 233 1,224 946 
Interest expense(40,625)(37,478)(150,185)(147,496)
Net income25,231 18,815 96,540 56,131 
Net (income) loss attributable to noncontrolling interests(929)513 605 9,136 
Net income attributable to common stockholders$24,302 $19,328 $97,145 $65,267 
Net income per common share - basic and diluted$0.14 $0.11 $0.55 $0.37 
Dividends declared per common share$0.19 $0.28 $1.03 $1.12 
Weighted average shares of common stock outstanding - basic and diluted175,799175,496175,756175,478
_______________________________________________________________________
(1)Rental revenues and tenant recoveries include tenant recoveries for the following periods:
$14.0 million and $16.8 million for the three months ended December 31, 2022 and 2021, respectively, and
$58.2 million and $56.5 million for the years ended December 31, 2022 and 2021, respectively.




NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Financial Results

Funds From Operations & Adjusted Funds From Operations(1)
(Unaudited; in thousands, except per share data)

The table below presents a reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) to Net income attributable to common stockholders:

 Three Months Ended December 31,Year Ended December 31,
 2022202120222021
Funds From Operations (FFO)
Net income attributable to common stockholders$24,302 $19,328 $97,145 $65,267 
Depreciation and amortization of real estate assets93,210 91,488 372,798 371,289 
Net income (loss) attributable to noncontrolling interests929 (513)(605)(9,136)
Adjustments attributable to unconsolidated Fund(2)
736 701 2,848 2,796 
Adjustments attributable to consolidated JVs(2)
(13,640)(12,514)(52,503)(46,760)
FFO$105,537 $98,490 $419,683 $383,456 
Adjusted Funds From Operations (AFFO)
FFO$105,537 $98,490 $419,683 $383,456 
Straight-line rent1,049 1,268 169 1,051 
Net accretion of acquired above- and below-market leases(3,205)(1,873)(11,255)(9,541)
Loan costs, loan premium amortization and swap amortization1,921 2,515 6,846 9,525 
Recurring capital expenditures, tenant improvements and capitalized leasing expenses(3)
(33,133)(18,873)(92,862)(77,023)
Non-cash compensation expense4,553 7,591 21,025 21,696 
Adjustments attributable to unconsolidated Fund(2)
(303)(247)(1,090)(745)
Adjustments attributable to consolidated JVs(2)
4,740 2,404 12,732 6,651 
AFFO$81,159 $91,275 $355,248 $335,070 
Weighted average shares of common stock outstanding - diluted175,799 175,496 175,756 175,478 
Weighted average units in our operating partnership outstanding31,383 30,793 31,375 30,657 
Weighted average fully diluted shares outstanding207,182 206,289 207,131 206,135 
Net income per common share - basic and diluted$0.14 $0.11 $0.55 $0.37 
FFO per share - fully diluted$0.51 $0.48 $2.03 $1.86 
Dividends paid per share(4)
$0.28 $0.28 $1.12 $1.12 
__________________________________________________________
(1)Presents the FFO and AFFO attributable to our common stockholders and noncontrolling interests in our Operating Partnership, including our share of our consolidated JVs and our unconsolidated Fund.
(2)Adjusts for the portion of each other listed adjustment item on our share of the results of our unconsolidated Fund and for each other listed adjustment item that is attributed to the noncontrolling interests in our consolidated JVs.
(3)Under the GAAP lease accounting rules, we expense non-incremental leasing expenses (leasing expenses not directly related to the signing of a lease) and capitalize incremental leasing expenses. Since non-incremental leasing expenses are included in the calculation of net income attributable to common stockholders and FFO, the capitalized leasing expenses adjustment to AFFO only includes incremental leasing expenses.
(4)Reflects dividends paid within the respective periods.



NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Financial Results

Same Property Statistics & Net Operating Income (NOI)(1)
(Unaudited; in thousands, except statistics)

As of December 31,
20222021
Office Statistics
Number of properties67 67 
Rentable square feet (in thousands)17,561 17,561 
Ending % leased87.0 %87.5 %
Ending % occupied83.7 %84.9 %
Quarterly average % occupied83.7 %84.9 %
Multifamily Statistics
Number of properties10 10 
Number of units3,449 3,449 
Ending % leased99.4 %99.3 %


Three Months Ended December 31,% Favorable
20222021(Unfavorable)
Net Operating Income (NOI)
Office revenues$205,458 $201,582 1.9 %
Office expenses(71,465)(67,971)(5.1)%
Office NOI133,993 133,611 0.3 %
Multifamily revenues29,472 27,896 5.6 %
Multifamily expenses(8,349)(8,203)(1.8)%
Multifamily NOI21,123 19,693 7.3 %
Total NOI$155,116 $153,304 1.2 %
Cash Net Operating Income (NOI)
Office cash revenues$205,084 $200,875 2.1 %
Office cash expenses(71,465)(67,971)(5.1)%
Office cash NOI133,619 132,904 0.5 %
Multifamily cash revenues29,476 27,893 5.7 %
Multifamily cash expenses(8,349)(8,203)(1.8)%
Multifamily cash NOI21,127 19,690 7.3 %
Total Cash NOI$154,746 $152,594 1.4 %
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(1) The amounts presented include 100% (not our pro-rata share). See page 10 for a reconciliation of these non-GAAP measures to net income attributable to common stockholders.


NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Financial Results
Reconciliation of Same Property NOI to Net Income
(Unaudited and in thousands)


 Three Months Ended December 31,
 20222021
Same property office cash revenues$205,084 $200,875 
Non-cash adjustments per definition of NOI374 707 
Same property office revenues205,458 201,582 
Same property office expenses(71,465)(67,971)
Office NOI133,993 133,611 
Same property multifamily cash revenues29,476 27,893 
Non-cash adjustments per definition of NOI(4)
Same property multifamily revenues29,472 27,896 
Same property multifamily expenses(8,349)(8,203)
Multifamily NOI21,123 19,693 
Same Property NOI155,116 153,304 
Non-comparable office revenues2,371 2,863 
Non-comparable office expenses(1,051)(1,660)
Non-comparable multifamily revenues16,836 6,511 
Non-comparable multifamily expenses(5,221)(1,594)
NOI168,051 159,424 
General and administrative expenses(11,232)(11,990)
Depreciation and amortization(93,210)(91,488)
Other income2,097 287 
Other expenses(153)(173)
Income from unconsolidated Fund303 233 
Interest expense(40,625)(37,478)
Net income25,231 18,815 
Net (income) loss attributable to noncontrolling interests(929)513 
Net income attributable to common stockholders$24,302 $19,328 











NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Financial Results

Financial Data for JVs & Fund
(Unaudited, in thousands)


Three Months Ended December 31, 2022
Wholly-Owned Properties
Consolidated JVs(1)
Unconsolidated Fund(2)
Revenues$190,586 $63,551 $4,668 
Office and multifamily operating expenses$62,873 $23,213 $1,601 
Straight-line rent$(1,588)$539 $(2)
Above/below-market lease revenue$292 $2,913 $— 
Cash NOI attributable to outside interests(3)
$— $18,773 $1,792 
Our share of cash NOI(4)
$129,009 $18,113 $1,277 
Year Ended December 31, 2022
Wholly-Owned Properties
Consolidated JVs(1)
Unconsolidated Fund(2)
Revenues$745,747 $247,905 $18,561 
Office and multifamily operating expenses$243,919 $89,902 $6,318 
Straight-line rent$(3,465)$3,296 $193 
Above/below-market lease revenue$1,364 $9,891 $— 
Cash NOI attributable to outside interests(3)
$— $73,613 $7,015 
Our share of cash NOI(4)
$503,929 $71,203 $5,035 
______________________________________________________
(1)    Represents stand-alone financial data (with property management fees excluded from operating expenses as a consolidating entry) for four consolidated JVs that we manage. One of the JVs was created in the second quarter of 2022 to purchase a residential property on April 26, 2022. The results of the acquired property are included from the acquisition date. We own a weighted average interest of approximately 46% (based on square footage) in the four JVs, which owned a combined sixteen Class A office properties totaling 4.2 million square feet and two residential properties with 470 apartments in our submarkets. We are entitled to (i) distributions based on invested capital, (ii) fees for property management and other services, (iii) reimbursement of certain acquisition-related expenses and certain other costs and (iv) additional distributions based on Cash NOI.
(2)    Represents stand-alone financial data (with property management fees excluded from operating expenses as a consolidating entry) for one unconsolidated Fund that we manage. We own an interest of approximately 34% in the Fund, which owns two Class A office properties totaling 0.4 million square feet in our submarkets. We are entitled to (i) priority distributions, (ii) distributions based on invested capital, (iii) a carried interest if the investors’ distributions exceed a hurdle rate, (iv) fees for property management and other services and (v) reimbursement of certain costs.  
(3)    Represents the share of Cash NOI allocable under the applicable agreements to interests other than our Fully Diluted Shares.
(4)    Represents the share of Cash NOI allocable to our Fully Diluted Shares.









NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Financial Results
Loans
(As of December 31 2022, unaudited)
Maturity Date(1)
Principal Balance
(In Thousands)
Our Share(2)
(In Thousands)
Effective
Rate(3)
Swap Maturity Date
Consolidated Wholly-Owned Subsidiaries
3/3/2025(4)$335,000 $335,000 3.84%3/1/2023
4/1/2025(4)102,400 102,400 2.76%3/1/2023
8/15/2026415,000 415,000 3.07%8/1/2025
9/19/2026400,000 400,000 2.44%9/1/2024
9/26/2026200,000 200,000 2.36%10/1/2024
11/1/2026400,000 400,000 2.31%10/1/2024
6/1/2027550,000 550,000 LIBOR + 1.37%N/A
5/18/2028300,000 300,000 2.21%6/1/2026
1/1/2029300,000 300,000 2.66%1/1/2027
6/1/2029255,000 255,000 3.26%6/1/2027
6/1/2029125,000 125,000 3.25%6/1/2027
6/1/2038(5)28,502 28,502 4.55%N/A
8/21/2023(6)— — LIBOR + 1.15%N/A
Subtotal3,410,902 3,410,902  
Consolidated JVs
12/19/2024(4)400,000 80,000 3.47%1/1/2023
5/15/2027450,000 400,500 2.26%4/1/2025
8/19/2028625,000 187,500 2.12%6/1/2025
4/26/2029175,000 96,250 3.90%5/1/2026
6/1/2029160,000 32,000 3.25%7/1/2027
Total Consolidated Loans(7)$5,220,902 $4,207,152 
Unconsolidated Fund
9/14/2028$115,000 $38,568 2.19%10/1/2026
Total Loans$4,245,720 
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Except as noted below, our loans and revolving credit facility: (i) are non-recourse, (ii) are secured by separate collateral pools consisting of one or more properties, (iii) require interest-only monthly payments with the outstanding principal due at maturity, and (iv) contain certain financial covenants which could require us to deposit excess cash flow with the lender under certain circumstances unless we (at our option) either provide a guarantee or additional collateral or pay down the loan within certain parameters set forth in the loan documents.  Certain loans with maturity date extension options require us to meet minimum financial thresholds in order to exercise those extension options.
(1)Maturity dates include the effect of extension options.
(2)"Our Share" is calculated by multiplying the principal balance by our share of the borrowing entity's equity, and is used to calculate the non-GAAP measure "Our Share of Net Debt" - see Corporate Data on page 3.
(3)Effective rate as of December 31, 2022. Includes the effect of interest rate swaps and excludes the effect of prepaid loan costs.
(4)Related swaps expire in 2023. The loans (in order of the table) have the following LIBOR credit spreads: 1.30%, 1.25% and 1.30%.
(5)Requires monthly payments of principal and interest. Principal amortization is based upon a 30-year amortization schedule.
(6)$400.0 million revolving credit facility. The unused commitment fees range from 0.10% to 0.15%.
(7)Our consolidated debt on the balance sheet (see page 6) of $5.19 billion is calculated by adding $3.5 million of unamortized loan premium and deducting $32.6 million of unamortized deferred loan costs from our total consolidated loans of $5.22 billion.
Statistics for consolidated loans with interest fixed under the terms of the loan or a swap
Principal balance (in billions)$4.67
Weighted average remaining life (including extension options)4.5 years
Weighted average remaining fixed interest period2.4 years
Weighted average annual interest rate2.82%
NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            12                     Go to Table of Contents

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Portfolio Data

Office Portfolio Summary
Total Office Portfolio as of December 31, 2022

RegionNumber of PropertiesOur Rentable Square Feet
Region Rentable Square Feet(1)
Our Average Market Share(2)
Los Angeles
   Westside(3)
52 9,998,784 40,042,78034.7 %
   Valley16 6,790,777 21,755,73743.6 
Honolulu(3)
1,277,664 5,172,13924.7 
Total / Average71 18,067,225 66,970,65637.4 %
_________________________________________________
(1)    The rentable square feet in each region is based on the Rentable Square Feet as reported in the 2022 fourth quarter CBRE Marketview report for our submarkets in that region.
(2)    Our market share is calculated by dividing our Rentable Square Feet by the applicable Region's Rentable Square Feet, weighted in the case of averages based on the square feet of exposure in our total portfolio to each submarket as follows:
RegionSubmarketNumber of PropertiesOur Rentable Square Feet
Our Market Share(2)
WestsideBrentwood15 2,085,745 60.3 %
Westwood2,191,444 43.6 
Olympic Corridor1,142,885 29.5 
Beverly Hills(3)
11 2,196,067 27.8 
Santa Monica11 1,425,374 14.4 
Century City957,269 9.0 
ValleySherman Oaks/Encino12 3,488,995 53.6 
Warner Center/Woodland Hills2,845,577 37.5 
Burbank456,205 6.0 
Honolulu
Honolulu(3)
1,277,664 24.7 
Total / Weighted Average71 18,067,225 37.4 %
_______________________________________________
(3)    In calculating market share, we adjusted the rentable square footage by (i) removing approximately 406,000 rentable square feet of vacant space at an office building in Honolulu that we are converting to residential apartments from both our rentable square footage and that of the submarket and (ii) removing a 218,000 square foot property located just outside the Beverly Hills city limits from both the numerator and the denominator.
















NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            13                     Go to Table of Contents

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Portfolio Data

Office Percentage Leased and In-Place Rents
Total Office Portfolio as of December 31, 2022
chart-e3e90723a8684ed4a72.jpg
Region(1)
Percent Leased
Annualized Rent(2)
Annualized Rent Per Leased Square Foot(2)
Monthly Rent Per Leased Square Foot(2)
Los Angeles
   Westside87.1 %$465,109,266 $56.75 $4.73 
   Valley86.2 203,666,873 36.34 3.03 
Honolulu91.3 38,029,901 34.28 2.86 
Total / Weighted Average87.0 %$706,806,040 $47.41 $3.95 
_______________________________________________________________
(1)Regional data reflects the following underlying submarket data:
RegionSubmarket
Percent Leased
Monthly Rent Per Leased Square Foot(2)
WestsideBeverly Hills94.9 %$4.76 
Brentwood83.0 4.01 
Century City91.6 4.50 
Olympic Corridor80.2 3.40 
Santa Monica92.5 7.00 
Westwood81.2 4.54 
ValleyBurbank100.0 4.83 
Sherman Oaks/Encino88.9 3.09 
Warner Center/Woodland Hills80.7 2.58 
HonoluluHonolulu91.3 2.86 
Weighted Average87.0 %$3.95 

(2)    Does not include signed leases not yet commenced, which are included in percent leased but excluded from annualized rent.
Recurring Office Capital Expenditures per Rentable Square Foot
Three months ended December 31, 2022$0.06 
Year ended December 31, 2022$0.28 

NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Portfolio Data

Office Lease Diversification
Total Office Portfolio as of December 31, 2022


q42022leasedistributiongra.jpg


Portfolio Tenant Size
Median Average
Square feet2,5005,500


Office LeasesRentable Square FeetAnnualized Rent
Square Feet Under LeaseNumberPercent AmountPercent AmountPercent
2,500 or less1,345 49.6 %1,935,678 13.0 %$84,814,085 12.0 %
2,501-10,0001,034 38.1 5,056,569 33.9 232,673,212 32.9 
10,001-20,000210 7.7 2,905,325 19.5 137,034,451 19.4 
20,001-40,00091 3.4 2,453,302 16.5 117,019,233 16.6 
40,001-100,00030 1.1 1,745,925 11.7 90,760,299 12.8 
Greater than 100,0000.1 812,969 5.4 44,504,760 6.3 
Total for all leases2,713 100.0 %14,909,768 100.0 %$706,806,040 100.0 %





NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Portfolio Data

Largest Office Tenants
Total Office Portfolio as of December 31, 2022

Tenants paying 1% or more of our aggregate Annualized Rent:
TenantNumber of LeasesNumber of Properties
Lease Expiration(1)
Total Leased Square FeetPercent of Rentable Square FeetAnnualized RentPercent of Annualized Rent
Warner Bros. Discovery(2)
43 2023-2024 483,4122.7 %$27,477,617 3.9 %
UCLA(3)
2210 2023-2027 261,179 1.4 14,209,652 2.0 
William Morris Endeavor(4)
312023-2027219,3641.2 13,953,542 2.0 
Morgan Stanley(5)
552025-2028142,020 0.8 10,273,231 1.4 
Equinox Fitness(6)
652029-2038185,2361.0 10,142,330 1.4 
Macerich(7)
212023-202882,3680.5 7,501,247 1.1 
Total42251,373,5797.6 %$83,557,619 11.8 %
______________________________________________________
(1)    Expiration dates are per lease (expiration dates do not reflect storage and similar leases).
(2)    Square footage (rounded) expires as follows: 27,000 square feet in 2023; and 456,000 square feet in 2024.
(3)    Square footage (rounded) expires as follows: 8 leases totaling 59,000 square feet in 2023; 2 leases totaling 11,000 square feet in 2024; 4 leases totaling 89,000 square feet in 2025; 5 leases totaling 32,000 square feet in 2026; and 3 leases totaling 71,000 square feet in 2027. Tenant has options to terminate 15,000 square feet in 2024; and 51,000 square feet in 2025.
(4)    Square footage (rounded) expires as follows: 1,000 square feet in 2023; and 211,000 square feet in 2027.
(5)    Square footage (rounded) expires as follows: 26,000 square feet in 2025; and 86,000 square feet in 2027; and 30,000 square feet in 2028. Tenant has options to terminate 32,000 square feet in 2024.
(6)    Square footage (rounded) expires as follows: 34,000 square feet in 2029; 46,000 square feet in 2035, 31,000 square feet in 2037, and 74,000 square feet in 2038.
(7)    Square footage (rounded) expires as follows: 27,000 square feet in 2023, and 55,000 square feet in 2028.













NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            16                     Go to Table of Contents

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Portfolio Data
Office Industry Diversification
Total Office Portfolio as of December 31, 2022

Percentage of Annualized Rent by Tenant Industry
chart-e65d0b3d4594464497e.jpg
IndustryNumber of LeasesAnnualized Rent as a Percent of Total
Legal578 18.4 %
Financial Services366 15.6 
Entertainment173 14.5 
Real Estate317 12.3 
Accounting & Consulting294 9.5 
Health Services372 8.3 
Retail162 4.8 
Technology91 4.3 
Insurance94 3.8 
Educational Services47 2.6 
Public Administration76 2.4 
Other55 1.3 
Manufacturing & Distribution50 1.2 
Advertising38 1.0 
Total2,713 100.0 %
NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Portfolio Data
Office Lease Expirations
Total Office Portfolio as of December 31, 2022

chart-9c4ffc5d4c634d9fa51.jpg
(1)    Average of the percentage of leases expiring at December 31, 2019, 2020, and 2021 with the same remaining duration as the leases for the labeled year had at December 31, 2022. Acquisitions are included in the comparable average commencing in the quarter after the acquisition.
Year of Lease ExpirationNumber of LeasesRentable Square FeetExpiring Square Feet as a Percent of TotalAnnualized Rent at December 31, 2022Annualized Rent as a Percent of Total
Annualized Rent Per Leased Square Foot(1)
Annualized Rent Per Leased Square Foot at Expiration(2)
Short Term Leases90 346,608 1.9 %$12,892,329 1.8 %$37.20 $37.21 
2023647 2,491,715 13.8 112,973,008 16.0 45.34 45.72 
2024540 2,982,209 16.5 141,332,159 20.0 47.39 49.23 
2025478 2,246,320 12.4 102,529,281 14.5 45.64 49.40 
2026324 1,780,115 9.9 84,561,041 12.0 47.50 52.94 
2027270 1,941,468 10.7 96,798,669 13.7 49.86 57.31 
2028148 1,006,021 5.6 51,271,967 7.2 50.97 58.25 
202963 434,813 2.4 21,231,469 3.0 48.83 59.61 
203052 589,002 3.3 30,448,670 4.3 51.70 63.96 
203140 323,138 1.8 17,025,341 2.4 52.69 66.50 
203227 208,182 1.1 9,800,526 1.4 47.08 62.80 
Thereafter34 560,177 3.1 25,941,580 3.7 46.31 65.07 
Subtotal/weighted average2,713 14,909,768 82.5 %$706,806,040 100.0 %$47.41 $52.54 
Signed leases not commenced600,540 3.3 
Available2,338,608 12.9 
Building management use114,226 0.7 
BOMA adjustment(3)
104,083 0.6 
Total/weighted average2,713 18,067,225 100.0 %$706,806,040 100.0 %$47.41 $52.54 
___________________________________________________
(1)Represents annualized rent at December 31, 2022 divided by leased square feet.
(2)Represents annualized rent at expiration divided by leased square feet.
(3)Represents the square footage adjustments for leases that do not reflect BOMA remeasurement.
NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            18                     Go to Table of Contents

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Portfolio Data

Office Lease Expirations - Next Four Quarters
Total Office Portfolio as of December 31, 2022

Q1 2023Q2 2023Q3 2023Q4 2023
   Los Angeles
      Westside357,330321,436431,949314,171
      Valley152,568104,981396,418268,235
   Honolulu18,29856,66834,52535,136
Expiring Square Feet(1)
528,196483,085862,892617,542
Percentage of Portfolio2.9 %2.7 %4.8 %3.4 %
   Los Angeles
      Westside$61.43$50.93$45.60$61.30
      Valley$36.12$34.39$33.98$36.45
   Honolulu$28.88$28.38$29.76$31.64
Expiring Rent per Square Foot(2)
$53.00$44.69$39.62$48.82
________________________________________________________
(1)Includes leases with an expiration date in the applicable period where the space had not been re-leased as of December 31, 2022, other than 346,608 square feet of Short-Term Leases.
(2)Fluctuations in this number primarily reflect the mix of buildings/submarkets involved, as well as the varying terms and square footage of the individual leases expiring. As a result, the data in this table should only be extrapolated with caution. While the following table sets forth data for our underlying submarkets, that data is even more influenced by such issues:
Next Four Quarters
RegionSubmarketExpiring SFExpiring Rent per SF
WestsideBeverly Hills375,485 $54.51
Brentwood332,169 $46.90
Century City101,214 $49.75
Olympic Corridor232,286 $37.94
Santa Monica202,698 $85.44
Westwood181,034 $55.59
ValleySherman Oaks/Encino473,340 $38.45
Warner Center/Woodland Hills448,862 $31.56
HonoluluHonolulu144,627 $29.56







NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
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Portfolio Data

Office Leasing Activity
Total Office Portfolio during the Three Months ended December 31, 2022


Net Absorption During Quarter(0.46)%

Office Leases Signed During QuarterNumber of LeasesRentable Square Feet
Weighted Average Lease Term (months)1
New leases79243,925 63
Renewal leases139528,264 54
All leases218772,189 58

Change in Rental Rates for Office Leases Executed during the Quarter(1)
Expiring
Rate(1)
New/Renewal Rate(1)
Percentage Change
Cash Rent$47.13$42.48(9.9)%
Straight-line Rent$42.33$43.111.8%

Average Office Lease Transaction Costs
Lease Transaction Costs per SFLease Transaction Costs per Annum
New leases signed during the quarter$35.28$6.76
Renewal leases signed during the quarter$15.26$5.05
All leases signed during the quarter$21.58$5.80
________________________________________________________________
(1)Change in rental rate and average renewal lease term exclude leases with a term of twelve months or less. Change in rental rate represents the average annual initial stabilized cash and straight-line rents per square foot on new and renewed leases signed during the quarter compared to the prior leases for the same space. Change in rental rate metrics exclude leases where the prior lease was terminated more than a year before signing of the new lease, leases for tenants relocated at the landlord's request, leases in acquired buildings where we believe the information about the prior agreement is incomplete or where we believe the base rent reflects other off-market inducements to the tenant, and other non-comparable leases.











NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            20                     Go to Table of Contents

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Portfolio Data

Multifamily Portfolio Summary
as of December 31, 2022

Annualized Rent by Submarket
chart-f89d5ec119b74220be3.jpg
SubmarketNumber of PropertiesNumber of UnitsUnits as a Percent of Total
Los Angeles
Santa Monica940 19 %
West Los Angeles1,676 33 
Honolulu2,397 48 
Total14 5,013 100 %
SubmarketPercent Leased
Annualized Rent(1)(2)
Monthly Rent Per Leased Unit
Los Angeles
Santa Monica99.0 %$48,792,756 $4,372 
West Los Angeles(2)
99.0 44,809,560 3,133 
Honolulu99.8 61,607,256 2,151 
Total / Weighted Average99.4 %$155,209,572 $2,869 

Recurring Multifamily Capital Expenditures per Unit (2)
 
Three months ended December 31, 2022$298 
Year ended December 31, 2022$807 
________________________________________________________________
(1)    The multifamily portfolio also includes 10,495 square feet of ancillary retail space generating annualized rent of $449,224, which is not included in annualized rent.
(2)    Calculations exclude 94 units temporarily unoccupied as a result of a fire and 376 units at a newly constructed property undergoing lease up.


NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            21                     Go to Table of Contents

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Guidance

2023 Guidance(1)

MetricPer Share
Net income per common share - diluted
$0.39 to $0.45
FFO per share - fully diluted
$1.87 to $1.93


Assumptions
MetricCommentaryAssumption Range
Average Office Occupancy
Given current economic concerns, we assume meaningful office occupancy growth will not start this year.
82% to 84%
Residential Leased Rate
Essentially fully leased
Same Property Cash NOI Growth
 -1% to 0%
Above/Below Market Net Revenue
$8 to $12 million
Straight-line Revenue
$2 to $5 million
G&A
$45 to $49 million
Interest Expense
Reflects rising interest rates, the expiration of swaps, and the full year impact of the 1221 Ocean acquisition loan.
$192 to $196 million
Weighted average fully diluted shares outstanding209 million
________________________________________________________________
(1) All of our assumptions include 100% of our consolidated JVs share, not our pro rata share. Except as disclosed, our guidance does not include the impact of future property acquisitions or dispositions, stock sales or repurchases, financings, property damage insurance recoveries, impairment charges or other possible capital markets activities.
The guidance and representative assumptions on this page are forward looking statements, subject to the safe harbor contained at the beginning of this Earnings Package, and reflect our views of current and future market conditions. Ranges represent a set of likely assumptions, but actual results could fall outside the ranges presented. Only a few of our assumptions underlying our guidance are disclosed above, and our actual results will be affected by known and unknown risks, trends, uncertainties and other factors, some of which are beyond our control or ability to predict. Although we believe that the assumptions underlying our guidance are reasonable, they are not guarantees of future performance and some of them will inevitably prove to be incorrect.  As a result, our actual future results can be expected to differ from our expectations, and those differences could be material. See page 23 for a reconciliation of our Non-GAAP guidance.

NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            22                     Go to Table of Contents

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Guidance

Reconciliation of 2023 Non-GAAP Guidance(1)
(Unaudited; in millions, except per share amounts)


Reconciliation of our guided Net income per common share - diluted to FFO per share - fully diluted:

Reconciliation of net income attributable to common stockholders to FFOLowHigh
Net income attributable to common stockholders$68.6 $79.1 
Adjustments for depreciation and amortization of real estate assets380.0 370.0 
Adjustments for noncontrolling interests, consolidated JVs and unconsolidated Fund(57.8)(45.7)
FFO$390.8 $403.4 
Weighted average fully diluted shares outstandingHighLow
Weighted average shares of common stock outstanding - diluted175.8175.8
Weighted average units in our operating partnership outstanding33.233.2
Weighted average fully diluted shares outstanding209.0209.0
Per shareLowHigh
Net income per common share - diluted$0.39 $0.45 
FFO per share - fully diluted $1.87 $1.93 
_____________________________________________
(1) Our guidance does not include the impact of future property acquisitions or dispositions, financings, property damage insurance recoveries, if any, or other possible capital markets activities or impairment charges. The reconciliation should be used as an example only, with the numbers presented only as representative assumptions. Ranges represent a set of likely assumptions, but actual results could fall outside the ranges presented.

All assumptions are forward looking statements, subject to the safe harbor contained at the beginning of this Earnings Package, and reflect our views of current and future market conditions. Our actual results will be affected by known and unknown risks, trends, uncertainties and other factors, some of which are beyond our control or ability to predict. Although we believe that the assumptions underlying the guidance are reasonable, they are not guarantees of future performance and some of them will inevitably prove to be incorrect.  As a result, our actual future results can be expected to differ from our expectations, and those differences could be material.

















NOTE:  See the "Definitions" section for definitions of certain terms used in this Earnings Package.
                            23                     Go to Table of Contents

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Definitions
Adjusted Funds From Operations (AFFO):  We calculate AFFO from FFO by (i) eliminating the impact on FFO of straight-line rent; amortization/accretion of acquired above/below market leases; loan costs such as amortization/accretion of loan premiums/discounts; amortization and hedge ineffectiveness of interest rate contracts; amortization/expense of loan costs; non-cash compensation expense, and (ii) subtracting recurring capital expenditures, tenant improvements and capitalized leasing expenses (including adjusting for the effect of such items attributable to our consolidated JVs and our unconsolidated Fund, but not for noncontrolling interests included in our calculation of fully diluted equity). Recurring capital expenditures, tenant improvements and leasing expenses are those required to maintain current revenues once a property has been stabilized, generally excluding those for acquired buildings being stabilized, newly developed space and upgrades to improve revenues or operating expenses or significantly change the use of the space, as well as those resulting from casualty damage or bringing the property into compliance with governmental requirements. We report AFFO because it is a widely reported measure of the performance of equity Real Estate Investments Trusts (REITs), and is also used by some investors to compare our performance with other REITs.  However, the National Association of Real Estate Investment Trusts (NAREIT) has not defined AFFO, and other REITs may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to the AFFO of other REITs. AFFO is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. AFFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends.

AFFO Payout Ratio: Represents dividends announced divided by the AFFO for that period. We report AFFO Payout Ratio because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to compare our performance with other REITs.

Annualized Rent:  Represents annualized cash base rent (i.e. excludes tenant reimbursements, parking and other revenue) before abatement under leases commenced as of the reporting date and expiring after the reporting date (does not include 600,540 square feet with respect to signed leases not yet commenced at December 31, 2022).  For our triple net office properties (in Honolulu and one single tenant building in Los Angeles), annualized rent is calculated for triple net leases by adding expense reimbursements and estimates of normal building expenses paid by tenants to base rent. Annualized Rent does not include lost rent recovered from insurance and rent for building management use. Annualized Rent includes rent for our corporate headquarters in Santa Monica. We report Annualized Rent because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine tenant demand and to compare our performance and value with other REITs. We use Annualized Rent to manage and monitor the performance of our office and multifamily portfolios.

Average Office Occupancy: Calculated by averaging the Occupancy Rates on the last day of the current and prior quarter and, for reporting periods longer than a quarter, by averaging the Occupancy Rates for all the quarters in the respective reported period.

Consolidated Portfolio: Includes all of the properties included in our consolidated results, including our consolidated JVs. At December 30, 2022, we own 100% of our consolidated portfolio, except for sixteen office properties totaling 4.2 million square feet and two residential properties with 470 apartments, which we own through four consolidated JVs and in which we own a weighted average interest of approximately 46% based on square footage.

Consolidated Net Debt: Represents our consolidated debt, net of cash and cash equivalents, and before adding unamortized loan premium and deducting unamortized deferred loan costs. Cash and cash equivalents are subtracted because they could be used to reduce the debt obligations and unamortized loan premium and deferred loan costs are not adjusted for because they do not require cash settlement. Consolidated Net Debt is a non-GAAP financial measure for which we believe that consolidated debt is the most directly comparable GAAP financial measure. We report Consolidated Net Debt because some investors use it to evaluate and compare our leverage and financial position with that of other REITs. A limitation associated with using Consolidated Net Debt is that it subtracts cash and cash equivalents and may therefore imply that there is less debt than the most comparable GAAP financial measure indicates.

Equity Capitalization: Represents our Fully Diluted Shares multiplied by the closing price of our common stock on the New York Stock Exchange as of December 30, 2022.
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Definitions
Fully Diluted Shares:  Calculated according to the treasury stock method, based on our diluted outstanding stock and units in our Operating Partnership.

Fund: At December 31, 2022, we owned an interest of approximately 34% in Douglas Emmett Partnership X, LP (Partnership X). The Fund owns two office properties totaling 0.4 million square feet.

Funds From Operations (FFO):  We calculate FFO in accordance with the standards established by NAREIT by excluding gains (or losses) on sales of investments in real estate, gains (or losses) from changes in control of investments in real estate, real estate depreciation and amortization (other than amortization of right-of-use assets for which we are the lessee and amortization of deferred loan costs), and impairment write-downs of real estate from our net income (loss) (including adjusting for the effect of such items attributable to our consolidated JVs and our unconsolidated Fund, but not for noncontrolling interests included in our calculation of fully diluted equity). We report FFO because it is a widely reported measure of the performance of equity REITs, and is also used by some investors to identify the impact of trends in occupancy rates, rental rates and operating costs from year to year, excluding impacts from changes in the value of our real estate, and to compare our performance with other REITs. FFO is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure. FFO has limitations as a measure of our performance because it excludes depreciation and amortization of real estate, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing expenses necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. FFO should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to the FFO of other REITs.
   
GAAP: Refers to accounting principles generally accepted in the United States.

Joint Ventures (JVs): At December 31, 2022, we owned a weighted average interest of approximately 46% based on square footage in four consolidated JVs. The JVs owned sixteen office properties totaling 4.2 million square feet and two residential properties with 470 apartments. One of the JVs was created in the second quarter of 2022 to purchase a residential property on April 26, 2022. The results of the acquired property are included in our consolidated results from the acquisition date.

Lease Transaction Costs: Represents the weighted average of tenant improvements and leasing commissions for leases signed by us during the quarter, excluding leases substantially negotiated by the seller in the case of acquired properties and leases for tenants relocated from space being taken out of service. We report Lease Transaction Costs because it is a widely reported measure of the performance of equity REITs, and is used by some investors to determine our cash needs and to compare our performance with other REITs. We use Lease Transaction Costs to manage and monitor the performance of our office and multifamily portfolios.

Leased Rate: The percentage leased as of December 31, 2022. Management space is considered leased. Space taken out of service during a repositioning or which is vacant as a result of a fire or other damage is excluded from both the numerator and denominator for calculating percentage leased. We report Leased Rates because it is a widely reported measure of the performance of equity REITs, and is also used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Leased Rate to manage and monitor the performance of our office and multifamily portfolios.
Net Absorption: Represents the change in percentage leased between the last day of the current and prior quarter, excluding a property undergoing conversion from office to residential use, as well as properties acquired or sold during the current quarter. The calculation also excludes the impact of building remeasurement. We report Net Absorption because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Net Absorption to manage and monitor the performance of our office portfolio.

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Definitions
Net Income Per Common Share - Diluted: We calculate Net Income Per Common Share - Diluted in accordance with GAAP by dividing the net income attributable to common stockholders for the period by the weighted average number of common shares and dilutive instruments outstanding during the period using the treasury stock method. We account for unvested Long Term Incentive Plan Unit awards that contain non-forfeitable rights to dividends as participating securities and include these securities in the computation using the two-class method.

Net Operating Income (NOI):  We calculate NOI as revenue less operating expenses attributable to the properties that we own and operate. We present two forms of NOI:
NOI: is calculated by excluding the following from our net income (loss): general and administrative expenses, depreciation and amortization expense, other income, other expenses, income from unconsolidated Fund, interest expense, gains (losses) on sales of investments in real estate and net income attributable to noncontrolling interests.
Cash NOI: is calculated by excluding from NOI our straight-line rent and the amortization/accretion of acquired above/below market leases.
We report NOI because it is a widely recognized measure of the performance of equity REITs, and is used by some investors to identify trends in occupancy rates, rental rates and operating costs and to compare our operating performance with that of other REITs.  NOI is a non-GAAP financial measure for which we believe that net income (loss) is the most directly comparable GAAP financial measure.  NOI has limitations as a measure of our performance because it excludes depreciation and amortization expense, and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements and leasing expenses necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. NOI should be considered only as a supplement to net income (loss) as a measure of our performance and should not be used as a measure of our liquidity or cash flow, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends. Other REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to the NOI of other REITs.

Occupancy Rate:  We calculate Occupancy Rate by excluding signed leases not yet commenced from the Leased Rate. Management space is considered occupied. Space taken out of service during a repositioning or which is vacant as a result of a fire or other damage is excluded from both the numerator and denominator for calculating Occupancy Rate. We report Occupancy Rate because it is a widely reported measure of the performance of equity REITs, and is also used by some investors as a means to determine tenant demand and to compare our performance with other REITs. We use Occupancy Rate to manage and monitor the performance of our office and multifamily portfolios.

Operating Partnership: Douglas Emmett Properties, LP

Our Share of Net Debt: We calculate Our Share of Net Debt by multiplying the principal balance of our consolidated loans and our unconsolidated Fund's loan by our equity interest in the relevant borrower, and subtracting the product of cash and cash equivalents multiplied by our equity interest in the entity that owns the cash or cash equivalent. We subtract cash and cash equivalents because they could be used to reduce the debt obligations, and do not add unamortized loan premium or subtract unamortized deferred loan costs because they do not require cash settlement. Our Share of Net Debt is a non-GAAP financial measure for which we believe that consolidated debt is the most directly comparable GAAP financial measure. We report Our Share of Net Debt because some investors use it to evaluate and compare our leverage and financial position with that of other REITs.

Pro Forma Enterprise Value: We calculate Pro Forma Enterprise Value by adding Equity Capitalization to Our Share of Net Debt. Pro Forma Enterprise Value is a non-GAAP financial measure for which we believe that consolidated total equity and liabilities is the most directly comparable GAAP financial measure. We report Pro Forma Enterprise Value because some investors use it to evaluate and compare our financial position with that of other REITs.

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Definitions
Recurring Capital Expenditures:  Building improvements required to maintain revenues once a property has been stabilized, and excludes capital expenditures for (i) acquired buildings being stabilized, (ii) newly developed space, (iii) upgrades to improve revenues or operating expenses or significantly change the use of the space, (iv) casualty damage and (v) bringing the property into compliance with governmental or lender requirements. We report Recurring Capital Expenditures because it is a widely reported measure of the performance of equity REITs, and is used by some investors as a means to determine our cash flow requirements and to compare our performance with other REITs. We use Recurring Capital Expenditures to manage and monitor the performance of our office and multifamily portfolios.

Rental Rate: We report Rental Rate because it is a widely reported measure of the performance of equity REITs, and is used by some investors to compare our performance with other REITs. We use Rental Rate to manage and monitor the performance of our office and multifamily portfolios. We present two forms of Rental Rates:
Cash Rental Rate: is calculated by dividing the rent paid by the Rentable Square Feet.
Straight-Line Rental Rate: is calculated by dividing the average rent over the lease term by the Rentable Square Feet.

Rentable Square Feet:  Based on the Building Owners and Managers Association (BOMA) measurement.  At December 31, 2022, total consists of 15,510,308 leased square feet (including 600,540 square feet with respect to signed leases not commenced), 2,338,608 available square feet, 114,226 building management use square feet and 104,083 square feet of BOMA adjustment on leased space. We report Rentable Square Feet because it is a widely reported measure of the performance and value of equity REITs, and is also used by some investors to compare our performance and value with other REITs. We use Rentable Square Feet to manage and monitor the performance of our office portfolio.

Same Property NOI:  To facilitate a comparison of NOI between reported periods, we report NOI for a subset of our properties referred to as our “same properties,” which are properties that have been owned and operated by us during both periods being compared.  We exclude from our same property subset properties that during the comparable periods were: (i) acquired, (ii) sold, held for sale, contributed or otherwise removed from our consolidated financial statements, or (iii) that underwent a major repositioning project, were impacted by development activity, or suffered significant casualty loss that we believed significantly affected the properties' operating results. We also exclude rent received from ground leases. Our Same Property NOI is not adjusted for noncontrolling interests in properties which are not wholly owned.
Our same properties for 2022 and 2023 include all of our Consolidated Portfolio properties, other than: (1) a 493,000 square foot office property in Honolulu affected by development activity, (2) a residential property with 712 apartments and approximately 34,000 square feet of retail space in Los Angeles partially affected by fire damage, (3) a new residential property with 376 apartments in West Los Angeles that we placed into service in 2022, and (4) a residential property with 120 units that we acquired in the second quarter of 2022.
We report Same Property NOI because it is a widely reported measure of the performance and value of equity REITs, and it is used by some investors to: (i) analyze our operating results excluding the impact of properties not being operated on a consistent basis, and (ii) to compare our performance and value with other REITs. We use Same Property NOI to manage and monitor the performance of our office portfolio.

Short Term Leases:  Represents leases that expired on or before the reporting date or had a term of less than one year, including hold over tenancies, month to month leases and other short term occupancies.

Total Portfolio: At December 31, 2022, our Total Portfolio included our Consolidated Portfolio plus two office properties totaling 0.4 million square feet owned by one unconsolidated Fund in which we owned approximately 34%.

"We" and "our" refers to Douglas Emmett, Inc., our Operating Partnership and its subsidiaries, as well as our consolidated JVs and our unconsolidated Fund.
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