Douglas Emmett Inc 10-K

Item 9A. Controls and Procedures As of December 31, 2023, the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of management, including our CEO and CFO, regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the foregoing, our CEO and CFO concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our CEO and our CFO, as appropriate, to allow for timely decisions regarding required disclosure. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon appear at pages F-1 and F-4 , respectively, and are incorporated herein by reference. 55 Item 9B. Other Information (a) None. (b) During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 56 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors (Proposal 1) – Information Concerning Current Directors and Nominees”, “Information About Our Executive Officers”, “Corporate Governance”, “Board Meetings and Committees” and “Delinquent Section 16(a) Reports” (to the extent required), in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023. Item 11. Executive Compensation The information required by this item is incorporated by reference to the information set forth under the captions “Executive Compensation”, “Compensation Committee Report”, “Director Compensation”, and “Compensation Committee Interlocks and Insider Participation”, in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance Under Stock-Based Compensation Plan The following table presents information with respect to shares of our common stock that may be issued under our existing stock incentive plan as of December 31, 2023: Plan Category Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights (In thousands) Weighted-average exercise price of outstanding options, warrants and rights Number of shares of common stock remaining available for future issuance under stock-based compensation plans (excluding shares reflected in column (a)) (In thousands) (a) (b) (c) Stock-based compensation plans approved by stockholders (1) 4,734 (2) $— (3) 16,542 ___________________________________________________________ (1) For a description of our 2016 Omnibus Stock Incentive Plan, see Note 13 to our consolidated financial statements in Item 15 of this Report. We did not have any other stock-based compensation plans as of December 31, 2023. (2) Consists of 2.7 million vested and 2.0 million unvested LTIP Units. (3) We have no outstanding options. There are no exercise prices for LTIP Units. The remaining information required by this item is incorporated by reference to the information set forth under the caption “Voting Securities and Principal Stockholders—Security Ownership of Certain Beneficial Owners and Management”, in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the information set forth under the captions “Election of Directors (Proposal 1) – Information Concerning Current Directors and Nominees”, “Corporate Governance” and “Transactions With Related Persons”, in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023. Item 14. Principal Accounting Fees and Services Our Independent Registered Public Accounting Firm is Ernst & Young LLP , Los Angeles California , PCAOB Firm ID: 42 . The information required by this item is incorporated by reference to the information set forth under the caption “Independent Registered Public Accounting Firm” in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, 2023. 57 PART IV Item 15. Exhibits and Financial Statement Schedule (a)(1) and (2) Financial Statements and Schedules Index Page Exhibits 59 Signatures 61 Report of Management on Internal Control Over Financial Reporting F- 1 Report of Independent Registered Public Accounting Firm F- 2 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting F- 4 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Income (Loss) F- 7 Consolidated Statements of Equity F- 8 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 Overview F- 11 Summary of Significant Accounting Policies F- 12 Investment in Real Estate F- 19 Ground Lease F- 20 Acquired Lease Intangibles F- 21 Investments in Unconsolidated Fund F- 22 Other Assets F- 23 Secured Notes Payable, Net F- 24 Interest Payable, Accounts Payable and Deferred Revenue F- 26 Derivative Contracts F- 26 Equity F- 28 EPS F- 30 Stock-Based Compensation F- 31 Fair Value of Financial Instruments F- 33 Segment Reporting F- 35 Future Minimum Lease Receipts F- 36 Commitments, Contingencies and Guarantees F- 36 Schedule III - Consolidated Real Estate and Accumulated Depreciation F- 39 Note: All other schedules have been omitted because the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements or notes thereto. 58 Table of Contents Exhibits (a)(3) exhibits Number Description Footnote 3.1 Articles of Amendment and Restatement of Douglas Emmett, Inc. (1) 3.2 Bylaws of Douglas Emmett, Inc. (2) 3.3 Certificate of Correction to Articles of Amendment and Restatement of Douglas Emmett, Inc. (3) 3.4 Bylaws Amendment (4) 4.1 Form of Certificate of Common Stock of Douglas Emmett, Inc. (5) 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (6) 10.1 Form of Agreement of Limited Partnership of Douglas Emmett Properties, LP. (5) 10.2 Registration Rights Agreement among Douglas Emmett, Inc. and the Initial Holders named therein. + (7) 10.3 Form of Indemnification Agreement between Douglas Emmett, Inc. and its directors and officers. + (8) 10.4 Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan. + (9) 10.5 Form of Douglas Emmett Properties, LP Partnership Unit Designation – 2016 LTIP Units. + (10) 10.6 Form of Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan LTIP Unit Award Agreement. +* 10.7 Employment agreement dated January 1, 2024 between Douglas Emmett, Inc., Douglas Emmett Properties, LP and Jordan Kaplan. + (11) 10.8 Employment agreement dated January 1, 20 24 between Douglas Emmett, Inc., Douglas Emmett Properties, LP and Kenneth Panzer. + (11) 21.1 List of Subsidiaries of the Registrant. * 23.1 Consent of Independent Registered Public Accounting Firm. * 31.1 Certificate of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certificate of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32.1 Certificate of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * (12) 32.2 Certificate of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * (12) 97.1 Douglas Emmett, Inc. Policy for Recovery of Erroneously Awarded Compensation. * 101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)* * Filed with this Annual Report on Form 10-K . + Denotes management contract or compensatory plan, contract or arrangement. (1) Filed with Amendment No. 6 to Form S-11 on October 19, 2006 and incorporated herein by this reference. (File number 333-135082) (2) Filed with Form 8-K on September 6, 2013 and incorporated herein by this reference. (File number 001-33106) (3) Filed with Form 8-K on October 30, 2006 and incorporated herein by this reference. (File number 001-33106) (4) Filed with Form 8-K on April 9, 2018 and incorporated herein by this reference. (File number 001-33106) 59 Table of Contents Exhibits (continued) (5) Filed with Amendment No. 3 to Form S-11 on October 3, 2006 and incorporated herein by this reference. (File number 333-135082) (6) Filed with Form 10-K on February 18, 2022 and incorporated herein by this reference. (File number 001-33106) (7) Filed with Form S-11 on June 16, 2006 and incorporated herein by this reference. (File number 333-135082) (8) Filed with Amendment No. 2 to Form S-11 on September 20, 2006 and incorporated herein by this reference. (File number 333-135082) (9) Filed with Definitive Proxy Statement on April 14, 2023 and incorporated herein by this reference. (File number 001-33106) (10) Filed with Form 8-K on December 12, 2016 and incorporated herein by this reference. (File number 001-33106) (11) Filed with Form 8-K on January 3, 2024 and incorporated herein by this reference. (File number 001-33106) (12) In accordance with SEC Release No. 33-8212, these exhibits are being furnished, and are not being filed as part of this Report on Form 10-K or as a separate disclosure document, and are not being incorporated by reference into any Securities Act registration statement. Item 16. Form 10-K Summary None. 60 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: By: /s/ JORDAN L. KAPLAN February 16, 2024 Jordan L. Kaplan President and CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the persons below, in their respective capacities, on behalf of the registrant as of February 16, 2024. Signature Title /s/ JORDAN L. KAPLAN Jordan L. Kaplan President, CEO and Director (Principal Executive Officer) /s/ PETER D. SEYMOUR Peter D. Seymour CFO (Principal Financial and Accounting Officer) /s/ DAN A. EMMETT Dan A. Emmett Chairman of the Board /s/ KENNETH M. PANZER Kenneth M. Panzer COO and Director /s/ LESLIE E. BIDER Leslie E. Bider Director /s/ DORENE C. DOMINGUEZ Dorene C. Dominguez Director /s/ DR. DAVID T. FEINBERG Dr. David T. Feinberg Director /s/ RAY C. LEONARD Ray C. Leonard Director /s/ VIRGINIA A. MCFERRAN Virginia A. McFerran Director /s/ THOMAS E. O’HERN Thomas E. O’Hern Director /s/ WILLIAM E. SIMON, JR. William E. Simon, Jr. Director /s/ SHIRLEY WANG Shirley Wang Director 61 Table of Contents Report of Management on Internal Control over Financial Reporting The management of Douglas Emmett, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our system of internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of our financial statements for external reporting purposes in accordance with US GAAP. Our management, including the undersigned CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In conducting its assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control—Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria. Management, including our CEO and CFO, does not expect that our disclosure controls and procedures, or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report, as stated in their report appearing on page F-2 , which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2023. /s/ JORDAN L. KAPLAN Jordan L. Kaplan President and CEO /s/ PETER D. SEYMOUR Peter D. Seymour CFO February 16, 2024 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Douglas Emmett, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Douglas Emmett, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2023 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 16, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Impairment of investment in real estate Description of the Matter The Company’s net investment in real estate totaled $8.7 billion as of December 31, 2023. As discussed in Note 2 to the consolidated financial statements, on a periodic basis and whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable, the Company assesses whether there has been an impairment in the carrying value of its properties. When indicators of impairment are present for a property, management calculates the future undiscounted cash flows expected to be generated by the property and compares it to the property’s carrying value to determine whether an impairment occurred. Based on its assessment, management concluded that no impairments occurred for the year ended December 31, 2023. The Company’s evaluation of impairment indicators was based on qualitative and quantitative factors including consideration of significant decreases in the market prices of long-lived assets and the impact of current economic trends. Auditing the Company's impairment assessment for real estate assets was challenging because of the high degree of auditor judgment necessary to evaluate management’s identification of indicators of potential impairment. F- 2 Table of Contents How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s real estate asset impairment assessment process. Our testing of the Company’s impairment assessment included, among other procedures, evaluating significant judgments applied in determining whether indicators of impairment existed for the Company’s real estate assets. Our procedures included obtaining evidence to corroborate such judgments and consideration of contrary evidence. For example, we compared significant assumptions to historical operating results and market data, and considered the potential impact of debt maturities and lease expirations on management’s ability to hold the properties over the expected term. /s/ Ernst & Young LLP We have served as the Company's auditor since 1995. Los Angeles, California February 16, 2024 F- 3 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Douglas Emmett, Inc. Opinion on Internal Control Over Financial Reporting We have audited Douglas Emmett, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Douglas Emmett, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Douglas Emmett, Inc. as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2023 and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated February 16, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California February 16, 2024 F- 4 Table of Contents Douglas Emmett, Inc. Consolidated Balance Sheets (In thousands, except share data) December 31, 2023 December 31, 2022 Assets Investment in real estate, gross $ 12,405,814 $ 12,292,973 Less: accumulated depreciation and amortization ( 3,652,630 ) ( 3,299,365 ) Investment in real estate, net 8,753,184 8,993,608 Ground lease right-of-use asset 7,447 7,455 Cash and cash equivalents 523,082 268,837 Tenant receivables 6,096 6,879 Deferred rent receivables 115,321 114,980 Acquired lease intangible assets, net 2,971 3,536 Interest rate contract assets 170,880 270,234 Investment in unconsolidated Fund 15,977 47,976 Other assets 49,260 33,941 Total Assets $ 9,644,218 $ 9,747,446 Liabilities Secured notes payable, net $ 5,543,171 $ 5,191,893 Ground lease liability 10,836 10,848 Interest payable, accounts payable and deferred revenue 131,237 140,925 Security deposits 61,958 61,429 Acquired lease intangible liabilities, net 19,838 31,364 Interest rate contract liabilities — 1,790 Dividends payable 31,781 33,414 Total Liabilities 5,798,821 5,471,663 Equity Douglas Emmett, Inc. stockholders' equity: Common Stock, $ 0.01 par value, 750,000,000 authorized, 167,206,267 and 175,809,682 outstanding at December 31, 2023 and December 31, 2022, respectively 1,672 1,758 Additional paid-in capital 3,392,955 3,493,307 Accumulated other comprehensive income 115,917 187,063 Accumulated deficit ( 1,290,682 ) ( 1,119,714 ) Total Douglas Emmett, Inc. stockholders' equity 2,219,862 2,562,414 Noncontrolling interests 1,625,535 1,713,369 Total Equity 3,845,397 4,275,783 Total Liabilities and Equity $ 9,644,218 $ 9,747,446 See accompanying notes to the consolidated financial statements. F- 5 Table of Contents Douglas Emmett, Inc. Consolidated Statements of Operations (In thousands, except per share data) Year Ended December 31, 2023 2022 2021 Revenues Office rental Rental revenues and tenant recoveries $ 714,742 $ 724,131 $ 704,946 Parking and other income 115,203 100,442 81,924 Total office revenues 829,945 824,573 786,870 Multifamily rental Rental revenues 174,296 152,314 116,095 Parking and other income 16,247 16,765 15,432 Total multifamily revenues 190,543 169,079 131,527 Total revenues 1,020,488 993,652 918,397 Operating Expenses Office expenses 294,310 284,522 265,376 Multifamily expenses 67,323 49,299 38,025 General and administrative expenses 49,236 45,405 42,554 Depreciation and amortization 459,949 372,798 371,289 Total operating expenses 870,818 752,024 717,244 Other income 19,633 4,587 2,465 Other expenses ( 1,032 ) ( 714 ) ( 937 ) (Loss) income from unconsolidated Fund ( 34,643 ) 1,224 946 Interest expense ( 209,468 ) ( 150,185 ) ( 147,496 ) Net (loss) income ( 75,840 ) 96,540 56,131 Net loss attributable to noncontrolling interests 33,134 605 9,136 Net (loss) income attributable to common stockholders $ ( 42,706 ) $ 97,145 $ 65,267 Net (loss) income per common share – basic and diluted $ ( 0.26 ) $ 0.55 $ 0.37 See accompanying notes to the consolidated financial statements. F- 6 Table of Contents Douglas Emmett, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2023 2022 2021 Net (loss) income $ ( 75,840 ) $ 96,540 $ 56,131 Other comprehensive (loss) income: cash flow hedges ( 100,031 ) 325,548 158,923 Comprehensive (loss) income ( 175,871 ) 422,088 215,054 Comprehensive loss (income) attributable to noncontrolling interests 62,019 ( 99,106 ) ( 40,526 ) Comprehensive (loss) income attributable to common stockholders $ ( 113,852 ) $ 322,982 $ 174,528 See accompanying notes to the consolidated financial statements. F- 7 Table of Contents Douglas Emmett, Inc. Consolidated Statements of Equity (In thousands, except dividend per share data) Year Ended December 31, 2023 2022 2021 Shares of Common Stock Beginning balance 175,810 175,529 175,464 Exchange of OP Units for common stock 468 281 65 Repurchases of common stock ( 9,072 ) — — Ending balance 167,206 175,810 175,529 Common Stock Beginning balance $ 1,758 $ 1,755 $ 1,755 Exchange of OP Units for common stock 5 3 — Repurchases of common stock ( 91 ) — — Ending balance $ 1,672 $ 1,758 $ 1,755 Additional Paid-in Capital Beginning balance $ 3,493,307 $ 3,488,886 $ 3,487,887 Exchange of OP Units for common stock 7,736 4,597 1,056 Repurchases of OP Units with cash 1,054 ( 176 ) ( 57 ) Repurchases of common stock ( 109,142 ) — — Ending balance $ 3,392,955 $ 3,493,307 $ 3,488,886 Accumulated Other Comprehensive Income (Loss) Beginning balance $ 187,063 $ ( 38,774 ) $ ( 148,035 ) Cash flow hedge adjustments ( 71,146 ) 225,837 109,261 Ending balance $ 115,917 $ 187,063 $ ( 38,774 ) Accumulated Deficit Beginning balance $ ( 1,119,714 ) $ ( 1,035,798 ) $ ( 904,516 ) Net (loss) income attributable to common stockholders ( 42,706 ) 97,145 65,267 Dividends ( 128,262 ) ( 181,061 ) ( 196,549 ) Ending balance $ ( 1,290,682 ) $ ( 1,119,714 ) $ ( 1,035,798 ) Noncontrolling Interests Beginning balance $ 1,713,369 $ 1,570,484 $ 1,558,928 Net loss ( 33,134 ) ( 605 ) ( 9,136 ) Cash flow hedge adjustments ( 28,885 ) 99,711 49,662 Contributions 125 81,000 — Distributions ( 40,589 ) ( 58,969 ) ( 54,919 ) Exchange of OP Units for common stock ( 7,741 ) ( 4,600 ) ( 1,056 ) Repurchases of OP Units with cash ( 3,460 ) ( 161 ) ( 65 ) Stock-based compensation 25,850 26,509 27,070 Ending balance $ 1,625,535 $ 1,713,369 $ 1,570,484 Statement continues on the following page. F- 8 Table of Contents Douglas Emmett, Inc. Consolidated Statements of Equity (In thousands, except dividend per share data) Year Ended December 31, 2023 2022 2021 Total Equity Beginning balance $ 4,275,783 $ 3,986,553 $ 3,996,019 Net (loss) income ( 75,840 ) 96,540 56,131 Cash flow hedge adjustments ( 100,031 ) 325,548 158,923 Repurchases of OP Units with cash ( 2,406 ) ( 337 ) ( 122 ) Repurchases of common stock ( 109,233 ) — — Contributions 125 81,000 — Dividends ( 128,262 ) ( 181,061 ) ( 196,549 ) Distributions ( 40,589 ) ( 58,969 ) ( 54,919 ) Stock-based compensation 25,850 26,509 27,070 Ending balance $ 3,845,397 $ 4,275,783 $ 3,986,553 Dividends declared per common share $ 0.76 $ 1.03 $ 1.12 See accompanying notes to the consolidated financial statements. F- 9 Table of Contents Douglas Emmett, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2023 2022 2021 Operating Activities Net (loss) income $ ( 75,840 ) $ 96,540 $ 56,131 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Loss (income) from unconsolidated Fund 34,643 ( 1,224 ) ( 946 ) Depreciation and amortization 459,949 372,798 371,289 Net accretion of acquired lease intangibles ( 10,961 ) ( 11,255 ) ( 9,541 ) Straight-line rent ( 342 ) 169 1,051 Loan premium amortized and written off ( 460 ) ( 460 ) ( 460 ) Deferred loan costs amortized and written off 8,858 7,943 10,902 Amortization of stock-based compensation 19,834 21,025 20,887 Operating distributions from unconsolidated Fund 1,288 1,224 943 Purchase of interest rate caps ( 1,622 ) — — Change in working capital components: Tenant receivables 783 6,248 5,099 Interest payable, accounts payable and deferred revenue 6,248 ( 1,399 ) ( 2,842 ) Security deposits 529 4,832 ( 962 ) Other assets ( 15,943 ) 447 ( 4,600 ) Net cash provided by operating activities 426,964 496,888 446,951 Investing Activities Capital expenditures for improvements to real estate ( 189,157 ) ( 162,364 ) ( 108,499 ) Capital expenditures for developments ( 41,480 ) ( 75,754 ) ( 184,592 ) Insurance recoveries for damage to real estate 2,181 5,716 3,041 Property acquisition — ( 330,470 ) — Acquisition of additional interest in unconsolidated Fund ( 5,214 ) — — Capital distributions from unconsolidated Fund 80 1,919 1,342 Net cash used in investing activities ( 233,590 ) ( 560,953 ) ( 288,708 ) Financing Activities Proceeds from borrowings 505,000 245,000 1,345,000 Repayment of borrowings ( 155,862 ) ( 70,823 ) ( 1,075,787 ) Loan cost payments ( 6,269 ) ( 2,032 ) ( 12,397 ) Purchase of interest rate caps — ( 481 ) — Proceeds from sale of interest rate cap — 444 — Contributions from noncontrolling interests in consolidated JVs 125 81,000 — Distributions paid to noncontrolling interests ( 40,589 ) ( 58,969 ) ( 54,919 ) Dividends paid to common stockholders ( 129,895 ) ( 196,805 ) ( 196,529 ) Repurchases of OP Units ( 2,406 ) ( 337 ) ( 122 ) Repurchases of common stock ( 109,233 ) — — Net cash provided by (used in) financing activities 60,871 ( 3,003 ) 5,246 Increase (decrease) in cash and cash equivalents and restricted cash 254,245 ( 67,068 ) 163,489 Cash and cash equivalents and restricted cash - beginning balance 268,938 336,006 172,517 Cash and cash equivalents and restricted cash - ending balance $ 523,183 $ 268,938 $ 336,006 Reconciliation of Ending Cash Balance Year Ended December 31, 2023 2022 2021 Cash and cash equivalents $ 523,082 $ 268,837 $ 335,905 Restricted cash (included in Other assets on our consolidated balance sheets) 101 101 101 Cash and cash equivalents and restricted cash $ 523,183 $ 268,938 $ 336,006 Supplemental Cash Flows Information Year Ended December 31, 2023 2022 2021 Cash paid for interest, net of capitalized interest $ 195,952 $ 141,427 $ 136,999 Capitalized interest paid $ 1,474 $ 9,101 $ 8,814 Non-cash Investing Transactions Accrual for real estate and development capital expenditures $ 16,540 $ 33,783 $ 38,101 Capitalized stock-based compensation for improvements to real estate and developments $ 6,016 $ 5,479 $ 6,183 Removal of fully depreciated and amortized buildings, building improvements, tenant improvements and lease intangibles $ 102,114 $ 100,050 $ 157,325 Removal of fully amortized acquired lease intangible assets $ 427 $ 1,438 $ 442 Removal of fully accreted acquired lease intangible liabilities $ 16,843 $ 11,900 $ 23,725 Non-cash Financing Transactions Gain recorded in AOCI - consolidated derivatives $ 45,364 $ 326,396 $ 82,876 Gain recorded in AOCI - unconsolidated Fund's derivatives (our share) $ 585 $ 3,780 $ 569 Dividends declared $ 128,262 $ 181,061 $ 196,549 Exchange of OP Units for common stock $ 7,741 $ 4,600 $ 1,056 See accompanying notes to the consolidated financial statements. F- 10 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements 1. Overview Organization and Business Description Douglas Emmett, Inc. is a fully integrated, self-administered and self-managed REIT. We are one of the largest owners and operators of high-quality office and multifamily properties in Los Angeles County, California and Honolulu, Hawaii. Through our interest in our Operating Partnership and its subsidiaries, consolidated JVs and unconsolidated Fund, we focus on owning, acquiring, developing and managing a substantial market share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities. The terms "us," "we" and "our" as used in the consolidated financial statements refer to Douglas Emmett, Inc. and its subsidiaries on a consolidated basis. At December 31, 2023, our Consolidated Portfolio consisted of (i) a 17.6 million square foot office portfolio, (ii) 4,576 multifamily apartment units and (iii) fee interests in two parcels of land from which we receive rent under ground leases. We also manage and own an equity interest in an unconsolidated Fund which, at December 31, 2023, owned an additional 0.4 million square feet of office space. We manage our unconsolidated Fund alongside our Consolidated Portfolio, and we therefore present the statistics for our office portfolio on a Total Portfolio basis. As of December 31, 2023, our portfolio consisted of the following (including ancillary retail space and excluding two parcels of land from which we receive rent under ground leases): Consolidated Portfolio Total Portfolio Office Wholly-owned properties 52 52 Consolidated JV properties 16 16 Unconsolidated Fund properties — 2 68 70 Multifamily Wholly-owned properties 12 12 Consolidated JV properties 2 2 14 14 Total 82 84 Basis of Presentation The accompanying consolidated financial statements are the consolidated financial statements of Douglas Emmett, Inc. and its subsidiaries, including our Operating Partnership and our consolidated JVs. All significant intercompany balances and transactions have been eliminated in our consolidated financial statements. We consolidate entities in which we are considered to be the primary beneficiary of a VIE or have a majority of the voting interest of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of that VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We do not consolidate entities in which the other parties have substantive kick-out rights to remove our power to direct the activities, most significantly impacting the economic performance, of that VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, management representation, authority to control decisions, and contractual and substantive participating rights of each party. We consolidate our Operating Partnership through which we conduct substantially all of our business, and own, directly and through subsidiaries, substantially all of our assets, and are obligated to repay substantially all of our liabilities. The consolidated debt, excluding our consolidated JVs, was $ 3.76 billion and $ 3.41 billion, as of December 31, 2023 and December 31, 2022, respectively. See Note 8. We also consolidate four JVs through our Operating Partnership. We consolidate our Operating Partnership and our four JVs because they are VIEs and we or our Operating Partnership are the primary beneficiary for each. F- 11 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements As of December 31, 2023, our consolidated VIE entities, excluding our Operating Partnership, had: • aggregate consolidated assets of $ 3.83 billion (of which $ 3.47 billion related to investment in real estate), and • aggregate consolidated liabilities of $ 1.88 billion (of which $ 1.81 billion related to debt). As of December 31, 2022, our consolidated VIE entities, excluding our Operating Partnership, had: • aggregate consolidated assets of $ 3.94 billion (of which $ 3.54 billion related to investment in real estate), and • aggregate consolidated liabilities of $ 1.89 billion (of which $ 1.81 billion related to debt). The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC in conformity with US GAAP as established by the FASB in the ASC. The accompanying consolidated financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. Any references to the number or class of properties, square footage, per square footage amounts, apartment units and geography, are unaudited and outside the scope of our independent registered public accounting firm’s audit of our consolidated financial statements in accordance with the standards of the PCAOB. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Investment in Real Estate Acquisitions and Initial Consolidation of VIEs Acquisitions of properties generally do not meet the definition of a business and are accounted for as asset acquisitions, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. We include the acquired properties' results of operations in our results of operations from the respective acquisition date. We allocate the purchase price for asset acquisitions, which includes the capitalized transaction costs, and for the properties upon the initial consolidation of VIEs not determined to be a business, on a relative fair value basis to: (i) land, (ii) buildings and improvements, (iii) tenant improvements and identifiable intangible assets such as in-place at-market leases, (iv) acquired above- and below-market ground and tenant leases (including for renewal options), and if applicable (v) assumed debt and (vi) assumed interest rate swaps. The fair values are based upon comparable sales for land, and the income approach using our estimates of expected future cash flows and other valuation techniques, which include but are not limited to, our estimates of rental rates, revenue growth rates, capitalization rates and discount rates, for other assets and liabilities. We estimate the relative fair values of the tangible assets on an "as-if-vacant" basis. The estimated relative fair value of acquired in-place at-market leases are the estimated costs to lease the property to the occupancy level at the date of acquisition, including the fair value of leasing commissions and legal costs. We evaluate the time period over which we expect such occupancy level to be achieved and include an estimate of the net operating costs (primarily real estate taxes, insurance and utilities) incurred during the lease-up period. Above- and below-market ground and tenant leases are recorded as an asset or liability based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid or received pursuant to the in-place ground or tenant leases, respectively, and our estimate of the fair market rental rates for the corresponding in-place leases, over the remaining non-cancelable term of the lease. Assumed debt is recorded at fair value based upon the present value of the expected future payments and current interest rates. See Note 3 for our property acquisition disclosures. F- 12 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Depreciation and Amortization The assets and liabilities listed below are carried on our consolidated balance sheets net of the related accumulated depreciation or amortization/accretion, and any impairment charges. We accelerate depreciation for affected assets when we renovate our buildings or our buildings are impacted by new developments. When assets are sold or retired, their cost and related accumulated depreciation or amortization are removed from our consolidated balance sheets with the resulting gains or losses, if any, reflected in our results of operations for the respective period. • Buildings and improvements are depreciated on a straight-line basis using an estimated life of twenty-five to forty years for buildings and fifteen years for improvements. • Tenant improvements are depreciated on a straight-line basis over the life of the related lease, with any remaining balance depreciated in the period of any early lease termination. • Acquired in-place leases are amortized on a straight-line basis over the weighted average remaining term of the acquired in-place leases. • Acquired lease intangibles are amortized on a straight-line basis over the related lease term, with any remaining balance amortized in the period of any early lease termination. • Acquired above- and below-market tenant leases are amortized/accreted on a straight line basis over the life of the related lease and recorded as either an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. • Acquired above- and below-market ground leases, from which we earn ground rent income, are amortized/accreted on a straight line basis over the life of the related lease and recorded either as an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. • Acquired above- and below-market ground leases, for which we incur ground rent expense, are accreted/ amortized over the life of the related lease and recorded either as an increase (for below-market leases) or a decrease (for above-market leases) to expense. Real Estate Held for Sale Properties are classified as held for sale on our consolidated balance sheets when they meet certain requirements, including the approval of the sale of the property, the marketing of the property for sale, and our expectation that the sale will likely occur within the next 12 months. Properties classified as held for sale are carried at the lower of their carrying value or fair value less costs to sell, and we also cease to depreciate the property. As of December 31, 2023 and 2022, we did not have any properties held for sale. Dispositions Recognition of gains or losses from sales of investments in real estate requires that we meet certain revenue recognition criteria and transfer control of the real estate to the buyer. The gain or loss recorded is measured as the difference between the sales price, less costs to sell, and the carrying value of the real estate when we sell it. We did not sell any properties during 2023, 2022 and 2021. Cost Capitalization Costs incurred during the period of construction of real estate are capitalized. Cost capitalization of development and redevelopment activities begins during the predevelopment period, which we define as the activities that are necessary to begin the development of the property. We cease capitalization upon substantial completion of the project, but no later than one year from cessation of major construction activity. We also cease capitalization when activities necessary to prepare the property for its intended use have been suspended. Capitalized costs are included in Investment in real estate, gross, on our consolidated balance sheets. Demolition expenses and repairs and maintenance are recorded as expense when incurred. During 2023, 2022 and 2021, we capitalized $ 38.0 million, $ 59.7 million and $ 185.4 million of costs related to our developments, respectively, which included $ 1.5 million, $ 9.1 million and $ 8.8 million of capitalized interest, respectively. F- 13 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Ground Lease We account for our ground lease, for which we are the lessee, in accordance with Topic 842 "Leases". We classify the ground lease as an operating lease, and we recognize a right-of-use asset for the land and a lease liability for the future lease payments. We recognize the lease payments as expense, which is included in Office expenses in our consolidated statements of operations. See Note 4 for more information regarding this ground lease. See Note 14 for the fair value disclosures related to the ground lease liability. Investment in Unconsolidated Fund As of December 31, 2023 and 2022, we managed and owned an equity interest in one unconsolidated Fund. See Note 6. We account for our investment in our unconsolidated Fund using the equity method because we have significant influence but not control over the Fund. Under the equity method, we initially recorded our investment in our Fund at cost, which includes acquisition basis difference and additional basis for capital raising costs, and subsequently adjust the investment balance for: (i) our share of the Fund's net income or losses, (ii) our share of the Fund's other comprehensive income or losses, (iii) our cash contributions to the Fund and (iv) our distributions received from the Fund. If we sell our interest in the Fund, or if the Fund qualifies for consolidation, we would remove our investment in our unconsolidated Fund from our consolidated balance sheets. Our investment in our unconsolidated Fund is included in Investment in unconsolidated Fund on the consolidated balance sheets. Our share of our Fund's accumulated other comprehensive income or losses is included in Accumulated other comprehensive income (loss) on our consolidated balance sheets. As of December 31, 2023 and 2022, the total investment basis difference included in our investment balance in our unconsolidated Fund was $ 4.1 million and $ 27.8 million, respectively. Our share of the net income or losses from our Fund is included in Income (Loss) from unconsolidated Fund in our consolidated statements of operations. We periodically assess whether there has been any impairment that is other than temporary in our investment in our unconsolidated Fund. An impairment charge would be recorded if events or changes in circumstances indicate that a decline in the fair value below the carrying value has occurred and the decline is other-than-temporary. Based upon such periodic assessments, we recorded an impairment charge of $ 36.2 million during 2023, and no impairment charges occurred during 2022 or 2021. The impairment charge we recorded during 2023 is included in Income (loss) from unconsolidated Fund on our consolidated statement of operations. Impairment of Long-Lived Assets We periodically assess whether there has been any impairment in the carrying value of our properties and whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. An impairment charge would be recorded if events or changes in circumstances indicate that a decline in the fair value below the carrying value has occurred and the decline is not recoverable. Recoverability of the carrying value of our properties is measured by a comparison of the carrying value to the undiscounted future cash flows expected to be generated by the property. If the carrying value exceeds the estimated undiscounted future cash flows, an impairment loss is recorded equal to the difference between the property's carrying value and its fair value based on the estimated discounted future cash flows. Based upon such periodic assessments, no impairments occurred during 2023, 2022 or 2021. Cash and Cash Equivalents We consider short-term investments with maturities of three months or less when purchased to be cash equivalents. Revenue Recognition Rental Revenues and Tenant Recoveries We account for our rental revenues, and variable lease payments such as tenant recoveries and parking revenues, in accordance with Topic 842. We adopted a practical expedient which allows us to account for our rental revenues, tenant recoveries and parking revenues on a combined basis. Rental revenues and tenant recoveries from tenant leases are included in Rental revenues and tenant recoveries on our consolidated statements of operations. Parking revenues are included in office Parking and other income on our consolidated statements of operations. See "Office parking revenues" disclosure further below. All of our tenant leases are classified as operating leases. For lease terms exceeding one year, rental income is recognized on a straight-line basis over the lease term. Rental revenue from month-to-month leases or leases with no scheduled rent increases or other adjustments is recognized on a monthly basis when earned. F- 14 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Estimated tenant recoveries for real estate taxes, common area maintenance and other recoverable operating expenses, which are included in Rental revenues and tenant recoveries on our consolidated statements of operations, are recognized as revenue on a gross basis in the period that the recoverable expenses are incurred. Subsequent to year-end, in accordance with our policy, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed to the tenant and the actual expenses incurred. Tenant recoveries were $ 61.6 million, $ 58.2 million and $ 56.5 million in 2023, 2022 and 2021, respectively. Tenant receivables consist primarily of amounts due for contractual lease payments and reimbursements of common area maintenance expenses, property taxes, and other costs recoverable from tenants. Deferred rent receivables represent the amount by which the cumulative straight-line rental revenue recorded to date exceeds the cumulative cash rents billed to date under the lease agreement. Lease Terminations Lease termination fees, which are included in Rental revenues and tenant recoveries on our consolidated statements of operations, are recognized on a straight line basis over the new remaining lease term when the related lease is canceled. We recognized lease termination revenue of $ 5.2 million, $ 1.3 million and $ 1.2 million during 2023, 2022 and 2021, respectively. Tenant Improvements Tenant improvements constructed, and owned by us, and reimbursed by tenants are recorded as our assets, and the related revenue, which are included in Rental revenues and tenant recoveries on our consolidated statements of operations, is recognized over the related lease term. We recognized revenue for reimbursement of tenant improvements of $ 5.8 million, $ 4.8 million and $ 5.8 million during 2023, 2022 and 2021, respectively. Collectibility In accordance with Topic 842, we perform an assessment as to whether or not substantially all of the amounts due under a tenant’s lease agreement is deemed probable of collection. This assessment involves using a methodology that requires judgment and estimates about matters that are uncertain at the time the estimates are made, including tenant specific factors, specific industry conditions, and general economic trends and conditions. For leases where we have concluded it is probable that we will collect substantially all the lease payments due under those leases, we continue to record lease income on a straight-line basis over the lease term. For leases where we have concluded that it is not probable that we will collect substantially all the lease payments due under those leases, we limit the lease income to the lesser of the income recognized on a straight-line basis or cash basis. We write-off tenant receivables and deferred rent receivables as a charge against rental revenues and tenant recoveries in the period we conclude that substantially all of the lease payments are not probable of collection. If we subsequently collect amounts that were previously written off then the amounts collected are recorded as an increase to our rental revenues and tenant recoveries in the period they are collected. If our conclusion of collectibility changes, we will record the difference between the lease income that would have been recognized on a straight-line basis and cash basis as a current-period adjustment to rental revenues and tenant recoveries. Charges for uncollectible tenant receivables and deferred rent receivables reduced our office revenues by $ 0.8 million, $ 0.6 million, and $ 3.0 million in 2023, 2022, and 2021 respectively. We restored accrual basis accounting for certain office tenants that were previously determined to be uncollectible and accounted for on a cash basis of accounting, which increased our office revenues by $ 4.4 million and $ 3.6 million in 2023 and 2022, respectively. F- 15 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Parking and Other Income Office Parking Revenues Our lease contracts generally make a specified number of parking spaces available to the tenant, and we bill and recognize parking revenues on a monthly basis in accordance with the lease agreements, generally using the monthly parking rates in effect at the time of billing. Office parking revenues were $ 92.2 million, $ 84.9 million and $ 69.0 million in 2023, 2022 and 2021, respectively, and are included in office Parking and other income on our consolidated statements of operations. Office parking receivables were $ 0.8 million and $ 0.9 million as of December 31, 2023 and 2022, respectively, and are included in Tenant receivables on our consolidated balance sheets. Ground Lease Revenues We own two parcels of land from which we receive rent under ground leases. We account for our ground lease revenues as operating leases in accordance with Topic 842. Ground lease revenues were $ 7.9 million, $ 2.1 million and $ 0.3 million in 2023, 2022 and 2021, respectively, and are included in office Parking and other income on our consolidated statements of operations. Insurance Recoveries The amount by which insurance recoveries related to property damage exceed any losses recognized from that damage are recorded as Other income on our consolidated statements of operations when payment has been received or confirmation of the amount of proceeds has been received. In January 2020, there was a fire in one of our residential property buildings. We carry comprehensive liability and property insurance covering all of the properties in our portfolio under blanket insurance policies to cover these kinds of losses. We recorded $ 1.3 million, $ 3.9 million, and $ 4.8 million of business interruption revenues during 2023, 2022 and 2021, respectively, which is included in Multifamily rental - Parking and other income on our consolidated statements of operations. Interest Income Interest income from our short-term money market fund investments is recognized on an accrual basis. Interest income is included in Other income on our consolidated statements of operations. Leasing Costs We account for our leasing costs in accordance with Topic 842. In accordance with Topic 842, we capitalize initial direct costs of a lease, which are costs that would not have been incurred had the lease not been executed. Costs to negotiate a lease that would have been incurred regardless of whether the lease was executed, such as employee salaries, are not considered to be initial direct costs, and are expensed as incurred. Loan Costs Loan costs incurred directly with the issuance of secured notes payable are deferred and amortized to interest expense over the respective loan or credit facility term. Any unamortized amounts are written off upon early repayment of the secured notes payable, and the related cost and accumulated amortization are removed from our consolidated balance sheets. To the extent that a refinancing is considered an exchange of debt with the same lender, we account for loan costs based upon whether the old debt is determined to be modified or extinguished for accounting purposes. If the old debt is determined to be modified then we (i) continue to defer and amortize any unamortized deferred loan costs associated with the old debt at the time of the modification over the new term of the modified debt, (ii) defer and amortize the lender costs incurred in connection with the modification over the new term of the modified debt, and (iii) expense all other costs associated with the modification. If the old debt is determined to be extinguished then we (i) write off any unamortized deferred loan costs associated with the extinguished debt at the time of the extinguishment and remove the related cost and accumulated amortization from our consolidated balance sheets, (ii) expense all lender costs associated with the extinguishment, and (iii) defer and amortize all other costs incurred directly in connection with the extinguishment over the term of the new debt. F- 16 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Deferred loan costs are presented on the consolidated balance sheets as a deduction from the carrying amount of our secured notes payable. All loan costs expensed and deferred loan costs amortized are included in interest expense in our consolidated statements of operations. See Note 8 for our loan cost disclosures. Debt Discounts and Premiums Debt discounts and premiums related to recording debt assumed in connection with property acquisitions at fair value are generally amortized and accreted, respectively, over the remaining term of the related loan, which approximates the effective interest method. The amortization/accretion is included in interest expense in our consolidated statements of operations. Derivative Contracts We make use of interest rate swap and cap contracts to manage the risk associated with changes in interest rates on our floating-rate debt and to satisfy certain lender requirements. When we enter into a floating-rate term loan, we generally enter into an interest rate swap agreement for the equivalent principal amount, for a period covering the majority of the loan term, which effectively converts our floating-rate debt to a fixed-rate basis during that time. We also enter into interest rate cap agreements from time to time to cap the interest rates on our floating rate loans. We may enter into derivative contracts that are intended to hedge certain economics risks, even though hedge accounting does not apply or we elect to not apply hedge accounting. We do not speculate in derivatives and we do not make use of any other derivative instruments. When entering into derivative agreements, we generally elect to designate them as cash flow hedges for accounting purposes. Changes in fair value of hedging instruments designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) (AOCI), which is a component of equity outside of earnings. For our Fund's hedging instruments designated as cash flow hedges, we record our share of the changes in fair value of the hedging instrument in AOCI. Amounts recorded in AOCI related to our designated hedges are reclassified to Interest expense as interest payments are made on the hedged floating rate debt. Amounts reported in AOCI related to our Fund's hedges are reclassified to Income (loss) from unconsolidated Fund, as interest payments are made by our Fund on its hedged floating rate debt. Our derivatives are included in Interest rate contract assets and Interest rate contract liabilities on our consolidated balance sheets at fair value, on a gross basis, excluding accrued interest. The accrued interest is included in Interest Payable, accounts payable and deferred revenue on our consolidated balance sheets. Our share of the fair value of our Fund's derivatives is included in Investment in unconsolidated Fund on our consolidated balance sheets. See Note 10 for our derivative disclosures. Stock-Based Compensation We account for stock-based compensation, which includes grants of LTIP Units to certain employees and non-employee directors, using the fair value method of accounting. The estimated fair value of the awards is based upon the market value of our common stock on the grant date and a discount for post-vesting restrictions. The estimated fair value of LTIP Units granted, net of estimated forfeitures, is amortized over the vesting period, which is based upon service. See Note 13 for our stock-based compensation disclosures. EPS We calculate basic EPS by dividing the net income (loss) attributable to common stockholders for the period by the weighted average number of common shares outstanding during the respective period. We calculate diluted EPS by dividing the net income (loss) attributable to common stockholders for the period by the weighted average number of common shares and dilutive instruments outstanding during the respective period using the treasury stock method. Unvested LTIP Units contain non-forfeitable rights to dividends and we account for them as participating securities and include them in the computation of basic and diluted EPS using the two-class method. See Note 12 for our EPS disclosures. F- 17 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Segment Information Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate two business segments: the acquisition, development, ownership and management of office real estate, and the acquisition, development, ownership and management of multifamily real estate. The services for our office segment include primarily rental of office space and other tenant services, including parking and storage space rental. The services for our multifamily segment include primarily rental of apartments and other tenant services, including parking and storage space rental. See Note 15 for our segment disclosures. Income Taxes We have elected to be taxed as a REIT under the Code, commencing with our initial taxable year ended December 31, 2006. To qualify as a REIT, we are required (among other things) to distribute at least 90% of our REIT taxable income to our stockholders and meet various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to qualify as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at the regular corporate rate. We have elected to treat one of our subsidiaries as a TRS, which generally may engage in any business, including the provision of customary or non-customary services to our tenants. A TRS is treated as a regular corporation and is subject to federal income tax and applicable state income and franchise taxes at regular corporate rates. Our TRS did not have significant tax provision or deferred income tax items for 2023, 2022 or 2021. Our subsidiaries (other than our TRS), including our Operating Partnership, are partnerships, disregarded entities, QRSs or REITs, as applicable, for federal income tax purposes. Under applicable federal and state income tax rules, the allocated share of net income or loss from disregarded entities or flow-through entities is reportable in the income tax returns of the respective owners. Accordingly, no income tax provision is included in our consolidated financial statements for these entities. New Accounting Pronouncements Changes to US GAAP are implemented by the FASB in the form of ASUs. We consider the applicability and impact of all ASUs. Other than the ASU discussed below, the FASB has not issued any other ASUs that we expect to be applicable and have a material impact on our consolidated financial statements. ASUs Not Yet Adopted Adoption of ASU 2023-0 7 (Topic 280 - "Segment Reporting") In November 2023, the FASB issued ASU No. 2023-07, which provides guidance on improvements to reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The requirements in the ASU should be applied on a retrospective basis. We expect to adopt the ASU for our fiscal year ending December 31, 2024, and we expect to provide additional segment disclosures in our reporting to meet the requirements of the ASU. F- 18 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 3. Investment in Real Estate The table below summarizes our investment in real estate: (In thousands) December 31, 2023 December 31, 2022 Land (1) $ 1,185,977 $ 1,185,977 Buildings and improvements (1) 10,142,410 10,055,499 Tenant improvements and lease intangibles 1,020,988 981,460 Property under development (1) 56,439 70,037 Investment in real estate, gross $ 12,405,814 $ 12,292,973 __________________________________________________________________________________ (1) During 2023, Property under development balances transferred to Building and improvements for real estate placed into service were $ 51.6 million. During 2022, Property under development balances transferred to Land and Building and improvements for real estate placed into service were $ 13.1 million and $ 360.4 million, respectively. 2022 Property Acquisition Acquisition of 1221 Ocean Avenue On April 26, 2022, we paid $ 330.0 million, excluding acquisition costs, to acquire a luxury multifamily apartment building with 120 units, located at 1221 Ocean Avenue in Santa Monica. We acquired the property through a new consolidated JV that we manage and in which we own a 55 % interest. We accounted for the acquisition as an asset acquisition and the acquired property's operating results are included in our consolidated operating results from the date of acquisition. The table below summarizes the purchase price allocation for the acquisition. The contract price and the purchase price allocation total in the table below differ due to acquisition costs, prorations and similar adjustments: (In thousands) Purchase Price Allocation Land $ 22,086 Buildings and improvements 319,666 Tenant improvements and lease intangibles 8,879 Acquired below-market leases ( 18,542 ) Other liabilities assumed ( 1,619 ) Net assets and liabilities acquired $ 330,470 Property to be Removed from Service During the second quarter of 2023, we removed our Barrington Plaza Apartments property in Los Angeles from the rental market. In connection with the remova l of the property from the rental market, we accelerated and recorded additional depreciation expense of $ 82.1 million during 2023, which is included in Depreciation and amortization on our consolidated statements of operations. F- 19 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 4. Ground Lease We pay rent under a ground lease located in Honolulu, Hawaii, which expires on December 31, 2086. The rent is fixed at $ 733 thousand per year until February 28, 2029, after which it will reset to the greater of the existing ground rent or the market rent at that time. As of December 31, 2023, the ground lease right-of-use asset carrying value was $ 7.4 million, and the ground lease liability was $ 10.8 million. Ground rent expense, which is included in Office expenses on our consolidated statements of operations, was $ 733 thousand during 2023, 2022 and 2021. The table below, which assumes that the ground rent payments will continue to be $ 733 thousand per year after February 28, 2029, presents the future minimum ground lease payments as of December 31, 2023: Year ending December 31: (In thousands) 2024 $ 733 2025 733 2026 733 2027 733 2028 733 Thereafter 42,513 Total future minimum lease payments $ 46,178 F- 20 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 5. Acquired Lease Intangibles Summary of our Acquired Lease Intangibles (In thousands) December 31, 2023 December 31, 2022 Above-market tenant leases $ 4,541 $ 4,968 Above-market tenant leases - accumulated amortization ( 2,430 ) ( 2,309 ) Above-market ground lease where we are the lessor 1,152 1,152 Above-market ground lease - accumulated amortization ( 292 ) ( 275 ) Acquired lease intangible assets, net $ 2,971 $ 3,536 Below-market tenant leases $ 48,008 $ 64,851 Below-market tenant leases - accumulated accretion ( 28,170 ) ( 33,487 ) Acquired lease intangible liabilities, net $ 19,838 $ 31,364 Impact on the Consolidated Statements of Operations The table below summarizes the net amortization/accretion related to our above- and below-market leases: Year Ended December 31, (In thousands) 2023 2022 2021 Net accretion of above- and below-market tenant lease assets and liabilities (1) $ 10,978 $ 11,272 $ 9,558 Amortization of an above-market ground lease asset (2) ( 17 ) ( 17 ) ( 17 ) Total $ 10,961 $ 11,255 $ 9,541 _______________________________________________________________________________________ (1) Recorded as a net increase to office and multifamily rental revenues. (2) Recorded as a decrease to office parking and other income. The table below presents the future net accretion related to our above- and below-market leases at December 31, 2023. Year ending December 31: Net increase to revenues (In thousands) 2024 $ 7,914 2025 5,359 2026 2,574 2027 1,323 2028 769 Thereafter ( 1,072 ) Total $ 16,867 F- 21 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 6. Investment in Unconsolidated Fund Description of our Fund As of December 31, 2023, we managed and owned an equity interest of 53.8 % in an unconsolidated Fund, Partnership X, through which we and other investors in the Fund owned two office properties totaling 0.4 million square feet. During 2021, 2022 and 2023, we owned an interest of approximately 33.5 % in Partnership X. On December 31, 2023, we purchased an additional 20.2 % equity interest in the Fund. Partnership X pays us fees and reimburses us for certain expenses related to property management and other services we provide, which are included in Other income on our consolidated statements of operations. We also receive distributions based on invested capital and on any profits that exceed certain specified cash returns to the investors. The table below presents the cash distributions we received from Partnership X: Year Ended December 31, (In thousands) 2023 2022 2021 Operating distributions received $ 1,288 $ 1,224 $ 943 Capital distributions received 80 1,919 1,342 Total distributions received $ 1,368 $ 3,143 $ 2,285 Summarized Financial Information for Partnership X The tables below present selected financial information for Partnership X. The amounts presented reflect 100 % (not our pro-rata share) of the amounts related to the Fund, and are based upon historical book value: (In thousands) December 31, 2023 December 31, 2022 Total assets $ 146,945 $ 147,853 Total liabilities $ 118,822 $ 119,038 Total equity $ 28,123 $ 28,815 Year Ended December 31, (In thousands) 2023 2022 2021 Total revenues $ 19,879 $ 18,561 $ 17,185 Operating income $ 6,224 $ 5,722 $ 4,921 Net income $ 4,190 $ 3,158 $ 2,333 F- 22 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 7. Other Assets (In thousands) December 31, 2023 December 31, 2022 Restricted cash $ 101 $ 101 Prepaid expenses 20,594 19,871 Indefinite-lived intangibles 1,988 1,988 Deposit with lender (1) 13,440 — Furniture, fixtures and equipment, net 7,014 7,144 Other 6,123 4,837 Total other assets $ 49,260 $ 33,941 _______________________________________________________________________ (1) In connection with the Barrington Plaza loan, Barrington Plaza Apartments have been removed from the rental market. See Note 3, "Property to be removed from service". The lender required a $ 13.3 million cash deposit, which we placed in an interest-bearing collateral account during the third quarter of 2023. The lender will return the deposit at the earlier of August 2026 or when the loan is paid in full. See Note 8 for our debt disclosures. F- 23 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 8. Secured Notes Payable, Net Description Maturity Date (1) Principal Balance as of December 31, 2023 Principal Balance as of December 31, 2022 Variable Interest Rate (2) Fixed Interest Rate (3) Swap Maturity Date (In thousands) Consolidated Wholly-Owned Subsidiaries Term loan (4)(5) 3/3/2025 $ 335,000 $ 335,000 SOFR + 1.41 % N/A N/A Fannie Mae loan (4)(5) 4/1/2025 102,400 102,400 SOFR + 1.36 % N/A N/A Term loan (4) 8/15/2026 415,000 415,000 SOFR + 1.20 % 3.07 % 8/1/2025 Term loan (4) 9/19/2026 400,000 400,000 SOFR + 1.25 % 2.44 % 9/1/2024 Term loan (4) 9/26/2026 200,000 200,000 SOFR + 1.30 % 2.36 % 10/1/2024 Term loan (4) 11/1/2026 400,000 400,000 SOFR + 1.25 % 2.31 % 10/1/2024 Fannie Mae loan (4)(6) 6/1/2027 550,000 550,000 SOFR + 1.48 % N/A N/A Term loan (4) 5/18/2028 300,000 300,000 SOFR + 1.51 % 2.21 % 6/1/2026 Term loan (4) 1/1/2029 300,000 300,000 SOFR + 1.56 % 2.66 % 1/1/2027 Fannie Mae loan (4) 6/1/2029 255,000 255,000 SOFR + 1.09 % 3.26 % 6/1/2027 Fannie Mae loan (4) 6/1/2029 125,000 125,000 SOFR + 1.09 % 3.25 % 6/1/2027 Fannie Mae loan (4)(7) 8/1/2033 350,000 — SOFR + 1.37 % N/A N/A Term loan (8) 6/1/2038 27,640 28,502 N/A 4.55 % N/A Total Wholly-Owned Subsidiary Debt 3,760,040 3,410,902 Consolidated JVs Term loan (4)(9) 12/19/2024 400,000 400,000 SOFR + 1.40 % N/A N/A Term loan (4) 5/15/2027 450,000 450,000 SOFR + 1.45 % 2.26 % 4/1/2025 Term loan (4) 8/19/2028 625,000 625,000 SOFR + 1.45 % 2.12 % 6/1/2025 Term loan (4)(10) 4/26/2029 175,000 175,000 SOFR + 1.25 % 3.90 % 5/1/2026 Fannie Mae loan (4) 6/1/2029 160,000 160,000 SOFR + 1.09 % 3.25 % 7/1/2027 Total Consolidated Debt (11) 5,570,040 5,220,902 Unamortized loan premium, net (12) 3,087 3,547 Unamortized deferred loan costs, net (13) ( 29,956 ) ( 32,556 ) Total Consolidated Debt, net $ 5,543,171 $ 5,191,893 _____________________________________________________ Except as noted below, our loans: (i) are non-recourse, (ii) are secured by separate collateral pools consisting of one or more properties, (iii) require interest-only monthly payments with the outstanding principal due upon maturity, and (iv) contain certain financial covenants which could require us to deposit excess cash flow with the lender under certain circumstances unless we (at our option) either provide a guarantee or additional collateral or pay down the loan within certain parameters set forth in the loan documents. Certain loans with maturity date extension options require us to meet minimum financial thresholds in order to extend the loan maturity date. (1) Maturity dates include extension options. (2) LIBOR loans converted to SOFR during 2023 include a small SOFR adjustment to calculate the interest payable to the lender, which are included in the spreads. The SOFR conversion did not change the swap-fixed interest rates for our swap-fixed loans. (3) Effective rate as of December 31, 2023. Includes the effect of interest rate swaps (if applicable) and excludes the effect of prepaid loan fees and loan premiums. See Note 10 for details of our interest rate swaps. See further below for details of our loan costs and premiums. (4) The loan agreement includes a zero -percent SOFR floor. If the loan is swap-fixed then the related swaps do not include such a floor. (5) The swaps expired on March 1, 2023. (6) The loan is secured by four residential properties. A portion of the loan totaling $ 472.0 million has a lender-required out-of-the-money interest rate cap at a weighted average of 8.99 % until July 2026 . Barrington Plaza Apartments have been removed from the rental market. S ee Note 3, "Property to be removed from service." For the portion of the loan relating to Barrington Plaza, t he lender is treating the debt as a construction loan. They required a $ 13.3 million cash deposit, which we placed in an interest-bearing collateral account during the third quarter of 2023, and we signed a construction completion guarantee in January 2024. The lender will return the deposit at the earlier of August 2026 or when the loan is paid in full. The deposit is included in Other assets in our balance sheet. See Note 7. F- 24 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) (7) We closed the loan during the third quarter of 2023. The loan has a lender-required out-of-the-money interest rate cap at an interest rate of 7.84 % until August 2026. We used part of the proceeds from the loan to pay off the balance on our revolving credit facility, which expired in August 2023. There was no balance outstanding on the credit facility as of December 31, 2022. (8) The loan requires monthly payments of principal and interest. The principal amortization is based upon a 30 -year amortization schedule. (9) The swaps expired on January 1, 2023. (10) During the fourth quarter of 2023, we entered into a guarantee for this loan which guarantees the portion of the loan principal that would need to be paid down in order to meet the minimum debt yield in the loan agreement. See Note 17. (11) The table does not include our unconsolidated Fund's loan - see Note 17. See Note 14 for our fair value disclosures. (12) Balances are net of accumulated amortization of $ 4.1 million and $ 3.7 million at December 31, 2023 and December 31, 2022, respectively. (13) Balances are net of accumulated amortization of $ 56.0 million and $ 54.1 million at December 31, 2023 and December 31, 2022, respectively. Debt Statistics The table below summarizes our consolidated fixed and floating rate debt: (In thousands) Principal Balance as of December 31, 2023 Principal Balance as of December 31, 2022 Aggregate swapped to fixed rate loans $ 3,805,000 $ 4,642,400 Aggregate fixed rate loans 27,640 28,502 Aggregate capped rate loans 822,000 — Aggregate floating rate loans 915,400 550,000 Total Debt $ 5,570,040 $ 5,220,902 The table below summarizes certain consolidated debt statistics as of December 31, 2023: Statistics for consolidated loans with interest fixed under the terms of the loan or a swap Principal balance (in billions) $ 3.83 Weighted average remaining life (including extension options) 4.0 years Weighted average remaining fixed interest period 1.9 years Weighted average annual interest rate 2.65 % Future Principal Payments At December 31, 2023, the minimum future principal payments due on our consolidated secured notes payable were as follows: Year ending December 31: Including Maturity Extension Options (1) (In thousands) 2024 $ 400,902 2025 438,343 2026 1,415,987 2027 1,001,033 2028 926,081 Thereafter 1,387,694 Total future principal payments $ 5,570,040 ____________________________________________ (1) Some of our loan agreements require that we meet certain minimum financial thresholds to be able to extend the loan maturity. F- 25 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Loan Premium and Loan Costs The table below presents loan premium and loan costs, which are included in Interest expense on our consolidated statements of operations: Year Ended December 31, (In thousands) 2023 2022 2021 Loan premium amortized and written off $ ( 460 ) $ ( 460 ) $ ( 460 ) Deferred loan costs amortized and written off 8,858 7,943 10,902 Loan costs expensed 210 117 408 Total $ 8,608 $ 7,600 $ 10,850 9. Interest Payable, Accounts Payable and Deferred Revenue (In thousands) December 31, 2023 December 31, 2022 Interest payable $ 18,647 $ 13,529 Accounts payable and accrued liabilities 61,767 80,244 Deferred revenue 50,823 47,152 Total interest payable, accounts payable and deferred revenue $ 131,237 $ 140,925 10. Derivative Contracts Derivative Summary The table below summarizes our derivative contracts as of December 31, 2023: Number of Interest Rate Swaps Notional (In thousands) Derivatives Designated as Cash Flow Hedges: Consolidated derivatives - swaps (1)(2)(3) 24 $ 3,805,000 Consolidated derivatives - caps (2)(3)(4) 5 $ 822,000 Unconsolidated Fund's derivatives - swaps (2)(3)(5) 2 $ 115,000 Derivatives Not Designated as Cash Flow Hedges: Consolidated derivatives - caps (6) — $ — ___________________________________________________ (1) The notional amount includes 100 %, not our pro-rata share, of our consolidated JVs' derivatives. See Note 8 for more information about our hedged consolidated debt. (2) Our derivative contracts do not provide for right of offset between derivative contracts. (3) See Note 14 for our derivative fair value disclosures. (4) We purchased five interest rate caps with a notional amount of $ 822.0 million during the third quarter of 2023. See Note 8 for more information about our hedged consolidated debt. (5) The notional amount reflects 100 %, not our pro-rata share, of our unconsolidated Fund's derivatives. See Note 6 for more information about our Fund, including our equity interest percentage. (6) Five interest rate caps with a total aggregate notional amount of $ 1.10 billion expired on July 1, 2023. F- 26 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Counterparty Credit Risk We are subject to credit risk from the counterparties on our interest rate swap and cap contract assets because we do not receive collateral. We seek to minimize that risk by entering into agreements with a variety of counterparties with investment grade ratings. The fair value of our interest rate swap and cap contract assets, including accrued interest and excluding credit risk adjustments, was as follows: (In thousands) December 31, 2023 December 31, 2022 Consolidated derivatives (1) $ 184,700 $ 281,982 Unconsolidated Fund's derivatives (2) $ 9,643 $ 12,863 ___________________________________________________ (1) The amounts include 100 %, not our pro-rata share, of our consolidated JVs' derivatives. (2) The amounts reflect 100 %, not our pro-rata share, of our unconsolidated Fund's derivatives. For more information about our Fund, including our equity interest percentage, see Note 6. Impact of Hedges on AOCI and the Consolidated Statements of Operations The table below presents the effect of our derivatives on our AOCI and the consolidated statements of operations: (In thousands) Year Ended December 31, 2023 2022 2021 Derivatives Designated as Cash Flow Hedges: Consolidated derivatives: Gains recorded in AOCI before reclassifications (1) $ 45,364 $ 326,396 $ 82,876 (Gains) losses reclassified from AOCI to Interest Expense (1) $ ( 144,318 ) $ ( 4,287 ) $ 75,358 Interest expense presented on the consolidated statements of operations $ ( 209,468 ) $ ( 150,185 ) $ ( 147,496 ) Unconsolidated Fund's derivatives (our share) (2) : Gains recorded in AOCI before reclassifications (1) $ 585 $ 3,780 $ 569 (Gains) losses reclassified from AOCI to Income (loss) from unconsolidated Fund (1) $ ( 1,662 ) $ ( 341 ) $ 120 (Loss) income from unconsolidated Fund presented on the consolidated statements of operations $ ( 34,643 ) $ 1,224 $ 946 Derivatives Not Designated as Cash Flow Hedges: Consolidated derivatives: Loss recorded as interest expense (3) $ — $ 38 $ — __________________________________________________ (1) See Note 11 for our AOCI reconciliation. (2) We calculate our share by multiplying the total amount for the Fund by our equity interest in the Fund. For more information about our Fund, including our equity interest percentage, see Note 6. (3) Gains and losses from non-designated interest rate caps offset each other during the periods presented. The respective caps expired on July 1, 2023. F- 27 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Future Reclassifications from AOCI At December 31, 2023, our estimate of the AOCI related to derivatives designated as cash flow hedges that will be reclassified to earnings during the next year is as follows: (In thousands) Consolidated derivatives: Gains to be reclassified from AOCI to Interest Expense $ 120,101 Unconsolidated Fund's derivatives (our share) (1) : Gains to be reclassified from AOCI to Income (loss) from unconsolidated Fund $ 1,505 ______________________________________________ (1) We calculate our share by multiplying the total amount for our Fund by our equity interest in the Fund. For more information about our Fund, including our equity interest percentage, see Note 6. 11. Equity Transactions During 2023: • We repurchased 9.1 million shares of our common stock for $ 109.1 million in cash, excluding transaction costs, in open market transactions. The average purchase price was $ 12.03 per share. • We acquired 468 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 209 thousand OP Units for $ 2.4 million in cash. During 2022: • We acquired 281 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 10 thousand OP Units for $ 337 thousand in cash. • We acquired a multifamily apartment building through a new consolidated JV that we manage and in which we own a 55 % interest. See Note 3 for more information regarding the property we purchased. We contributed $ 99.0 million to the JV and an outside investor contributed $ 81.0 million to the JV. During 2021: • We acquired 65 thousand OP Units in exchange for issuing an equal number of shares of our common stock to the holders of the OP Units. • We acquired 4 thousand OP Units for $ 122 thousand in cash. Noncontrolling Interests Our noncontrolling interests consist of interests in our Operating Partnership and consolidated JVs which are not owned by us. As of December 31, 2023, noncontrolling interests in our Operating Partnership owned 33.8 million OP Units and fully-vested LTIP Units, which represented approximately 16.8 % of our Operating Partnership's total outstanding interests, and we owned 167.2 million OP Units (to match our 167.2 million shares of outstanding common stock), which represented approximately 83.2 % of our Operating Partnership's total outstanding interests. A share of our common stock, an OP Unit and an LTIP Unit (once vested and booked up) have essentially the same economic characteristics, sharing equally in the distributions from our Operating Partnership. Investors who own OP Units have the right to cause our Operating Partnership to acquire their OP Units for an amount of cash per unit equal to the market value of one share of our common stock at the date of acquisition, or, at our election, exchange their OP Units for shares of our common stock on a one -for-one b asis. LTIP Units have been granted to our employees and non-employee directors as part of their compensation. These awards generally vest over a service period and once vested can generally be converted to OP Units provided our stock price increases by more than a specified hurdle. F- 28 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Changes in our Ownership Interest in our Operating Partnership The table below presents the effect on our equity from net (loss) income attributable to common stockholders and changes in our ownership interest in our Operating Partnership: Year Ended December 31, (In thousands) 2023 2022 2021 Net (loss) income attributable to common stockholders $ ( 42,706 ) $ 97,145 $ 65,267 Transfers from noncontrolling interests: Exchange of OP Units with noncontrolling interests 7,741 4,600 1,056 Repurchases of OP Units from noncontrolling interests 1,054 ( 176 ) ( 57 ) Net transfers from noncontrolling interests 8,795 4,424 999 Change from net (loss) income attributable to common stockholders and transfers from noncontrolling interests $ ( 33,911 ) $ 101,569 $ 66,266 AOCI Reconciliation (1) The table below presents a reconciliation of our AOCI, which consists solely of adjustments related to derivatives designated as cash flow hedges: Year Ended December 31, (In thousands) 2023 2022 2021 Accumulated Other Comprehensive Income (Loss) - Beginning balance $ 187,063 $ ( 38,774 ) $ ( 148,035 ) Consolidated derivatives: Other comprehensive income before reclassifications 45,364 326,396 82,876 Reclassification of (gains) losses from AOCI to Interest Expense ( 144,318 ) ( 4,287 ) 75,358 Unconsolidated Fund's derivatives (our share) (2) : Other comprehensive income before reclassifications 585 3,780 569 Reclassification of (gains) losses from AOCI to Income (loss) from unconsolidated Fund ( 1,662 ) ( 341 ) 120 Net current period OCI ( 100,031 ) 325,548 158,923 OCI attributable to noncontrolling interests 28,885 ( 99,711 ) ( 49,662 ) OCI attributable to common stockholders ( 71,146 ) 225,837 109,261 Accumulated Other Comprehensive Income (Loss) - Ending balance $ 115,917 $ 187,063 $ ( 38,774 ) __________________________________________________ (1) See Note 10 for the details of our derivatives and Note 14 for our derivative fair value disclosures. (2) We calculate our share by multiplying the total amount for our Fund by our equity interest in the Fund. For more information about our Fund, including our equity interest percentage, see Note 6. F- 29 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Dividends (unaudited) Our common stock dividends paid during 2023 are classified for federal income tax purposes as follows: Record Date Paid Date Dividend Per Share Ordinary Income % Capital Gain % Return of Capital % Section 199A Dividend % 12/30/2022 1/18/2023 $ 0.19 20.0 % — % 80.0 % 20.0 % 3/31/2023 4/14/2023 0.19 20.0 % — % 80.0 % 20.0 % 6/30/2023 7/18/2023 0.19 20.0 % — % 80.0 % 20.0 % 9/29/2023 10/17/2023 0.19 20.0 % — % 80.0 % 20.0 % Total / Weighted Average $ 0.76 20.0 % — % 80.0 % 20.0 % 12. EPS The table below presents the calculation of basic and diluted EPS: Year Ended December 31, 2023 2022 2021 Numerator (In thousands): Net (loss) income attributable to common stockholders $ ( 42,706 ) $ 97,145 $ 65,267 Allocation to participating securities: Unvested LTIP Units ( 1,191 ) ( 912 ) ( 876 ) Net (loss) income attributable to common stockholders - basic and diluted $ ( 43,897 ) $ 96,233 $ 64,391 Denominator (In thousands): Weighted average shares of common stock outstanding - basic and diluted (1) 169,597 175,756 175,478 Net (loss) income per common share - basic and diluted $ ( 0.26 ) $ 0.55 $ 0.37 ____________________________________________________ (1) Outstanding OP Units and vested LTIP Units are not included in the denominator in calculating diluted EPS, even though they may be exchanged under certain conditions for common stock on a one -for-one basis, because their associated net income or loss (equal on a per unit basis to the Net income or loss per common share - diluted) was already deducted in calculating Net income (loss) attributable to common stockholders. Accordingly, any exchange would not have any effect on diluted EPS. The table below presents the weighted average OP Units and vested LTIP Units outstanding for the respective periods: Year Ended December 31, (In thousands) 2023 2022 2021 OP Units 30,931 29,756 28,643 Vested LTIP Units 1,585 1,120 1,439 F- 30 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 13. Stock-Based Compensation Stock Incentive Plan Plan description The Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan, as amended, our stock incentive plan (our "2016 Plan"), permits us to make grants of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, dividend equivalent rights and other stock-based awards. On May 24, 2023, our stockholders approved an amendment to the 2016 Plan to, among other things, increase the number of common shares for future awards by 19.0 million. We had an aggregate of 16.5 million shares available for grant as of December 31, 2023. Awards such as LTIP Units, deferred stock and restricted stock, which deliver the full value of the underlying shares, are counted against the Plan limits as two shares. Awards such as stock options and stock appreciation rights are counted as one share. The number of shares reserved under our 2016 Plan is also subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Shares of stock underlying any awards that are forfeited, canceled or otherwise terminated (other than by exercise) are added back to the shares of stock available for future issuance under the 2016 Plan. For options exercised, our policy is to issue common stock on a net settlement basis - net of the exercise price and related taxes. Plan administration Our 2016 Plan is administered by the compensation committee of our board of directors. The compensation committee may interpret our Plan and make all determinations necessary or desirable for the administration of our Plan. The committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award and to determine the specific terms and conditions of each award, subject to the provisions of our Plan. All officers, employees, directors and other key personnel (including consultants and prospective employees) are eligible to participate in our 2016 Plan. LTIP Units We have made certain awards in the form of a separate series of units of limited partnership interests in our Operating Partnership called LTIP Units, which can be granted either as free-standing awards or in tandem with other awards under our 2016 Plan. Our LTIP Units are valued by reference to the value of our common stock at the time of grant, and are subject to such conditions and restrictions as the compensation committee may determine, including continued employment or service, and/or achievement of pre-established performance goals, financial metrics and other objectives. Once vested, LTIP Units can generally be converted to OP Units on a one for one basis, provided our stock price increases by more than a specified hurdle. Employee Awards We grant stock-based compensation in the form of LTIP Units as a part of our annual incentive compensation to various employees each year, a portion which vests at the date of grant, and the remainder which vests in three equal annual installments over the three calendar years following the grant date. Compensation expense for LTIP Units which are not vested at the grant date is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. We have also made long-term grants in the form of LTIP Units to certain employees, which generally vest in equal annual installments over four to five calendar years following the grant date, and some of these grants include a portion which vests at the date of grant. In aggregate, we granted 2.2 million, 2.2 million, and 1.1 million LTIP Units to employees during 2023, 2022 and 2021, respectively. Non-Employee Director Awards As annual fees for their services, each of our non-employee directors receives a grant of LTIP Units that vests on a quarterly basis during the year the services are rendered, which is the calendar year following the grant date. In aggregate, we granted 146 thousand, 134 thousand, and 52 thousand LTIP Units to our non-employee directors during 2023, 2022 and 2021, respectively. F- 31 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Compensation Expense See Note 2 regarding our accounting policy for stock based compensation. At December 31, 2023, the total unrecognized stock-based compensation expense for unvested LTIP Unit awards was $ 19.0 million, which will be recognized over a weighted-average term of 2 years. The table below presents our stock-based compensation expense: Year Ended December 31, (In thousands) 2023 2022 2021 Stock-based compensation expense, net $ 19,834 $ 21,025 $ 20,887 Capitalized stock-based compensation $ 6,016 $ 5,479 $ 6,183 Stock-Based Award Activity The table below presents our unvested LTIP Units activity: Unvested LTIP Units: Number of Units (Thousands) Weighted Average Grant Date Fair Value Grant Date Fair Value (Thousands) Outstanding at December 31, 2020 984 $ 25.71 Granted 1,121 $ 24.64 $ 27,631 Vested ( 1,073 ) $ 25.05 $ 26,871 Forfeited ( 17 ) $ 28.69 $ 501 Outstanding at December 31, 2021 1,015 $ 25.17 Granted 2,310 $ 11.69 $ 26,987 Vested ( 1,705 ) $ 15.72 $ 26,794 Forfeited ( 20 ) $ 29.20 $ 587 Outstanding at December 31, 2022 1,600 $ 15.73 Granted 2,384 $ 10.89 $ 25,959 Vested ( 1,970 ) $ 12.97 $ 25,555 Forfeited ( 17 ) $ 18.70 $ 327 Outstanding at December 31, 2023 1,997 $ 12.64 F- 32 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 14. Fair Value of Financial Instruments Our estimates of the fair value of financial instruments were determined using available market information and widely used valuation methods. Considerable judgment is necessary to interpret market data and determine an estimated fair value. The use of different market assumptions or valuation methods may have a material effect on the estimated fair values. The FASB fair value framework hierarchy distinguishes between assumptions based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market-based inputs. The hierarchy is as follows: Level 1 - inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - inputs are observable either directly or indirectly for similar assets and liabilities in active markets. Level 3 - inputs are unobservable assumptions generated by the reporting entity. As of December 31, 2023, we did not have any fair value estimates of financial instruments using Level 3 inputs. Financial instruments disclosed at fair value Short term financial instruments The carrying amounts for cash and cash equivalents, tenant receivables, interest payable, accounts payable, security deposits and dividends payable approximate fair value because of the short-term nature of these instruments. Secured notes payable See Note 8 for the details of our secured notes payable. We estimate the fair value of our consolidated secured notes payable by calculating the credit-adjusted present value of the principal and interest payments for each secured note payable. The calculation incorporates observable market interest rates which we consider to be Level 2 inputs, assumes that the loans will be outstanding through maturity, and includes any maturity extension options. The table below presents the estimated fair value and carrying value of our secured notes payable, the carrying value includes unamortized loan premium and excludes unamortized deferred loan fees: (In thousands) December 31, 2023 December 31, 2022 Fair value $ 5,484,032 $ 5,115,548 Carrying value $ 5,573,127 $ 5,224,449 Ground lease liability See Note 4 for the details of our ground lease. We estimate the fair value of our ground lease liability by calculating the present value of the future lease payments disclosed in Note 4 using our incremental borrowing rate. The calculation incorporates observable market interest rates which we consider to be Level 2 inputs. The table below presents the estimated fair value and carrying value of our ground lease liability: (In thousands) December 31, 2023 December 31, 2022 Fair value $ 4,496 $ 4,466 Carrying value $ 10,836 $ 10,848 F- 33 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Financial instruments measured at fair value on a recurring basis Derivative instruments See Note 10 for the details of our derivatives. We present our derivatives on our consolidated balance sheets at fair value, on a gross basis, excluding accrued interest. We estimate the fair value of our derivative instruments by calculating the credit-adjusted present value of the expected future cash flows of each derivative. The calculation incorporates the contractual terms of the derivatives, observable market interest rates which we consider to be Level 2 inputs, and credit risk adjustments to reflect the counterparty's as well as our own nonperformance risk. Our derivatives are not subject to master netting arrangements. See Note 2 for our accounting policy for derivative instruments regarding the impact of the changes in fair value measurements on our financial statements. The table below presents the estimated fair value of our derivatives: (In thousands) December 31, 2023 December 31, 2022 Derivative Assets: Fair value - c onsolidated derivatives (1) $ 170,880 $ 270,234 Fair value - unconsolidated Fund's derivatives (2) $ 9,150 $ 12,426 Derivative Liabilities: Fair value - c onsolidated derivatives (1) $ — $ 1,790 Fair value - unconsolidated Fund's derivatives (2) $ — $ — ___________________________________________________________________________________ (1) Consolidated derivatives, which include 100 %, not our pro-rata share, of our consolidated JVs' derivatives, are included in interest rate contracts on our consolidated balance sheets. The fair values exclude accrued interest which is included in interest payable on our consolidated balance sheets. (2) The amounts reflect 100 %, not our pro-rata share, of our unconsolidated Fund's derivatives. Our pro-rata share of the amounts related to the unconsolidated Fund's derivatives is included in our Investment in unconsolidated Fund on our consolidated balance sheets. Our unconsolidated Fund did not have any derivatives in a liability position for the periods presented. See Note 6 for more information about our Fund, including our equity interest percentage, and see "Guarantees" in Note 17 regarding our Fund's derivatives. Items measured at fair value on a non-recurring basis Equity method investment As of December 31, 2023 and 2022, we managed and owned an equity interest in one unconsolidated Fund. See Note 6. We account for our investment in our unconsolidated Fund using the equity method. See Note 2. Our investment in our unconsolidated Fund is presented on the consolidated balance sheet at carrying value. On December 31, 2023, we recorded an impairment charge of $ 36.2 million, which reduced the carrying value of our investment in our unconsolidated Fund to it's fair value of $ 10.8 million. No impairment charges occurred during 2022 or 2021. The estimated fair value of our investment in the unconsolidated Fund, used to calculate the impairment charge, was calculated using level 3 inputs for the Fund's investment in real estate. The fair value of the Fund's investment in real estate was based upon the negotiated purchase price for our purchase of an additional 20.2 % equity interest in the Fund on December 31, 2023. As of December 31, 2023, the carrying value presented on our consolidated balance sheet of $ 16.0 million includes the acquisition of our additional interest. F- 34 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 15. Segment Reporting Segment information is prepared on the same basis that our management reviews information for operational decision-making purposes. We operate in two business segments: (i) the acquisition, development, ownership and management of office real estate and (ii) the acquisition, development, ownership and management of multifamily real estate. The services for our office segment primarily include rental of office space and other tenant services, including parking and storage space rental. The services for our multifamily segment include rental of apartments and other tenant services, including parking and storage space rental. Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources. Therefore, depreciation and amortization expense is not allocated among segments. General and administrative expenses and interest expense are not included in segment profit as our internal reporting addresses these items on a corporate level. The table below presents the operating activity of our reportable segments: (In thousands) Year Ended December 31, 2023 2022 2021 Office Segment Total office revenues $ 829,945 $ 824,573 $ 786,870 Office expenses ( 294,310 ) ( 284,522 ) ( 265,376 ) Office segment profit 535,635 540,051 521,494 Multifamily Segment Total multifamily revenues 190,543 169,079 131,527 Multifamily expenses ( 67,323 ) ( 49,299 ) ( 38,025 ) Multifamily segment profit 123,220 119,780 93,502 Total profit from all segments $ 658,855 $ 659,831 $ 614,996 The table below presents a reconciliation of the total profit from all segments to net (loss) income attributable to common stockholders: (In thousands) Year Ended December 31, 2023 2022 2021 Total profit from all segments $ 658,855 $ 659,831 $ 614,996 General and administrative expenses ( 49,236 ) ( 45,405 ) ( 42,554 ) Depreciation and amortization ( 459,949 ) ( 372,798 ) ( 371,289 ) Other income 19,633 4,587 2,465 Other expenses ( 1,032 ) ( 714 ) ( 937 ) (Loss) Income from unconsolidated Fund ( 34,643 ) 1,224 946 Interest expense ( 209,468 ) ( 150,185 ) ( 147,496 ) Net (loss) income ( 75,840 ) 96,540 56,131 Net loss attributable to noncontrolling interests 33,134 605 9,136 Net (loss) income attributable to common stockholders $ ( 42,706 ) $ 97,145 $ 65,267 F- 35 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) 16. Future Minimum Lease Rental Receipts We lease space to tenants primarily under non-cancelable operating leases that generally contain provisions for a base rent plus reimbursement of certain operating expenses, and we own fee interests in two parcels of land from which we receive rent under ground leases. The table below presents the future minimum base rentals on our non-cancelable office tenant and ground leases for our consolidated properties at December 31, 2023: Year ending December 31: (In thousands) 2024 $ 603,197 2025 496,486 2026 396,251 2027 309,999 2028 225,451 Thereafter 700,681 Total future minimum base rentals (1) $ 2,732,065 _____________________________________________________ (1) Does not include (i) residential leases, which typically have a term of one year or less, (ii) holdover rent, (iii) other types of rent such as storage and antenna rent, (iv) tenant reimbursements, (v) straight line rent, (vi) amortization/accretion of acquired above/below-market lease intangibles, and (vii) percentage rents. The amounts assume that early termination options held by tenants will not be exercised. 17. Commitments, Contingencies and Guarantees Legal Proceedings From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are currently in litigation with the insurance providers in 2020 for Barrington Plaza to recover certain costs associated with reconstruction. Excluding ordinary, routine litigation incidental to our business, we are not currently a party to any legal proceedings that we believe would reasonably be expected to have a materially adverse effect on our business, financial condition or results of operations. Concentration of Risk Tenant Receivables We are subject to credit risk with respect to our tenant receivables and deferred rent receivables related to our tenant leases. Our tenants' ability to honor the terms of their respective leases remains dependent upon economic, regulatory and social factors. We seek to minimize our credit risk from our tenant leases by: (i) targeting smaller, more affluent office tenants, from a diverse mix of industries, (ii) performing credit evaluations of prospective tenants, and (iii) obtaining security deposits or letters of credit from our tenants. During 2023, 2022 and 2021, no tenant accounted for more than 10% of our total revenues. See our "Rental Revenues and Tenant Recoveries" accounting policy in Note 2 for the charges to revenue for uncollectible amounts for tenant receivables and deferred rent receivables. Geographic Risk All of our properties, including our consolidated JVs and our unconsolidated Fund's properties, are located in Los Angeles County, California and Honolulu, Hawaii, and we are therefore susceptible to adverse economic and regulatory developments, as well as natural disasters, in those markets. F- 36 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Derivative Counterparty Credit Risk We are subject to credit risk with respect to our derivative counterparties. We do not post or receive collateral with respect to our derivative transactions. Our derivative contracts do not provide for right of offset between derivative contracts. See Note 10 for the details of our derivative contracts. We seek to minimize our credit risk by entering into agreements with a variety of counterparties with investment grade ratings. Cash Balances We have significant cash balances invested in a variety of short-term money market funds that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. These investments are not insured against loss of principal and there is no guarantee that our investments in these funds will be redeemable at par value. We also have significant cash balances in bank accounts with high quality financial institutions with investment grade ratings. Interest bearing bank accounts at each U.S. banking institution are insured by the FDIC up to $250 thousand. Asset Retirement Obligations Conditional asset retirement obligations represent a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within our control. A liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments have identified thirty-three buildings in our Consolidated Portfolio which contain asbestos, and would have to be removed in compliance with applicable environmental regulations if these properties are demolished or undergo major renovations. As of December 31, 2023, the obligations to remove the asbestos from properties which are currently undergoing major renovations, or that we plan to renovate in the future, are not material to our consolidated financial statements. As of December 31, 2023, the obligations to remove the asbestos from our other properties have indeterminable settlement dates, and we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligations. Contractual Commitments Development Projects In downtown Honolulu, we are converting a 25 story, 493,000 square foot office tower into approximately 493 apartments in phases over a number of years as the office space is vacated. As of December 31, 2023, we had an aggregate remaining contractual commitment for this development project and other development projects of approximately $ 17.9 million. Other Contractual Commitments As of December 31, 2023, we had an aggregate remaining contractual commitment for repositionings, capital expenditure projects and tenant improvements of approximately $ 12.7 million. Guarantees Loan Guarantees We signed a guarantee for the $ 175.0 million consolidated JV loan which guarantees the portion of the loan principal that would need to be paid down to meet the minimum debt yield in the loan agreement. The loan matures in April 2029. The guarantee will remain in effect until either the guarantee obligation or the loan is paid in full. As of December 31, 2023, we estimate the risk of loss for this guarantee to be low. See Note 8 for more information regarding our debt. During the second quarter of 2023, we removed our Barrington Plaza Apartments property in Los Angeles from the rental market. See Note 3, "Property to be removed from service." The reconstruction of this property is expected to take a number of years at a cost of several hundred million dollars. The lender is treating the $ 210.0 million Barrington Plaza loan, which matures in June 2027, as a construction loan, and we signed a construction completion guarantee in January 2024. The guarantee will remain in effect until either the construction is completed or the loan is paid in full. See Note 8 for more information regarding our debt. F- 37 Table of Contents Douglas Emmett, Inc. Notes to Consolidated Financial Statements (continued) Unconsolidated Fund Guarantees Our unconsolidated Fund, Partnership X, has a $ 115.0 million floating-rate term loan that matures on September 14, 2028 . The loan carries interest at SOFR + 1.46 % (with a zero -percent SOFR floor), which has been effectively fixed at 2.19 % until October 1, 2026 with interest rate swaps (which do not have zero -percent SOFR floors). The loan and related swaps were converted to SOFR from LIBOR during the third quarter of 2023, resulting in a small SOFR adjustment to calculate the interest payable to the lender (which is included in the loan spread above). The conversion to SOFR did not change the swap-fixed interest rate. The loan is secured by two properties held by Partnership X and is non-recourse. We have made certain environmental and other limited indemnities and guarantees covering customary non-recourse carve-outs for Partnership X's loan, and we have also guaranteed the related swaps. Partnership X has agreed to indemnify us for any amounts that we would be required to pay under these agreements. As of December 31, 2023, assuming that SOFR does not decrease below zero -percent, the maximum future interest payments for the swaps were $ 2.7 million. As of December 31, 2023, all of the obligations under the related loan and swap agreements have been performed in accordance with the terms of those agreements. As of December 31, 2023, we estimate the risk of loss for the various indemnities and guarantees to be low. See Note 6 for more information regarding Partnership X. F- 38 Table of Contents Douglas Emmett, Inc. Schedule III - Consolidated Real Estate and Accumulated Depreciation and Amortization As of December 31, 2023 (In thousands) Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount Property Name Encumb-rances Land Building & Improve-ments (1) Improve-ments (1)(2) Land Building & Improve-ments (1)(2) Total (3) Accumulated Depreciation & Amortization (2) (4) Year Built / Renovated Year Acquired Office Properties 100 Wilshire $ 252,034 $ 12,769 $ 78,447 $ 158,133 $ 27,108 $ 222,241 $ 249,349 $ 95,152 1968/2002/2019 1999 233 Wilshire 62,962 9,263 130,426 4,116 9,263 134,542 143,805 27,389 1975/2008-2009 2016 401 Wilshire — 9,989 29,187 130,718 21,787 148,107 169,894 62,030 1981/2000/2020 1996 429 Santa Monica 33,691 4,949 72,534 4,163 4,949 76,697 81,646 15,471 1982/2016 2017 1132 Bishop Place — 8,317 105,651 ( 53,704 ) 8,833 51,431 60,264 28,334 1992 2004 1299 Ocean 124,699 22,748 265,198 26,151 22,748 291,349 314,097 54,361 1980/2006/2020 2017 1901 Avenue of the Stars 193,502 18,514 131,752 120,234 26,163 244,337 270,500 110,421 1968/2001 2001 2001 Wilshire 37,411 5,711 81,622 5,183 5,711 86,805 92,516 11,234 1980/2013 2008 8383 Wilshire 175,314 18,004 328,118 6,982 18,005 335,099 353,104 45,936 1971/2009 2008 8484 Wilshire — 8,846 77,780 16,073 8,846 93,853 102,699 30,588 1972/2013 2013 9100 Wilshire 142,264 13,455 258,329 10,593 13,455 268,922 282,377 36,440 1971/2016 2008 9401 Wilshire 27,640 6,740 152,310 19,745 6,740 172,055 178,795 31,419 1971/2020 2017 9601 Wilshire — 16,597 54,774 107,640 17,658 161,353 179,011 74,988 1962/2004 2001 9665 Wilshire 77,445 5,568 177,072 23,600 5,568 200,672 206,240 38,262 1971/2020 2017 10880 Wilshire 207,712 29,995 437,514 43,944 29,988 481,465 511,453 105,658 1970/2009/2020 2016 10960 Wilshire 209,575 45,844 429,769 33,896 45,852 463,657 509,509 111,688 1971/2006 2016 11777 San Vicente 44,412 5,032 15,768 29,929 6,714 44,015 50,729 20,477 1974/1998 1999 12100 Wilshire 101,203 20,164 208,755 9,848 20,164 218,603 238,767 47,662 1985 2016 12400 Wilshire — 5,013 34,283 75,936 8,828 106,404 115,232 47,534 1985 1996 15250 Ventura 22,369 2,130 48,908 3,577 2,130 52,485 54,615 7,185 1970/2012 2008 16000 Ventura 37,971 1,936 89,531 3,760 1,936 93,291 95,227 13,017 1980/2011 2008 16501 Ventura 42,944 6,759 53,112 13,658 6,759 66,770 73,529 21,475 1986/2012 2013 Beverly Hills Medical Center 46,180 4,955 27,766 30,727 6,435 57,013 63,448 26,513 1964/2004 2004 Bishop Square 200,000 16,273 213,793 59,004 16,273 272,797 289,070 96,436 1972/1983 2010 Brentwood Court — 2,564 8,872 1,329 2,563 10,202 12,765 4,590 1984 2006 Brentwood Executive Plaza — 3,255 9,654 35,263 5,921 42,251 48,172 19,056 1983/1996 1995 Brentwood Medical Plaza — 5,934 27,836 2,144 5,933 29,981 35,914 14,058 1975 2006 Brentwood San Vicente Medical — 5,557 16,457 3,062 5,557 19,519 25,076 8,545 1957/1985 2006 Brentwood/Saltair — 4,468 11,615 10,993 4,775 22,301 27,076 9,881 1986 2000 Bundy/Olympic — 4,201 11,860 29,410 6,030 39,441 45,471 17,904 1991/1998 1994 Camden Medical Arts 42,276 3,102 12,221 29,313 5,298 39,338 44,636 18,025 1972/1992 1995 Carthay Campus — 6,595 70,454 4,691 6,594 75,146 81,740 22,069 1965/2008 2014 Century Park Plaza 173,000 10,275 70,761 140,797 16,153 205,680 221,833 86,783 1972/1987/2020 1999 Century Park West — 3,717 29,099 463 3,667 29,612 33,279 14,210 1971 2007 Columbus Center — 2,096 10,396 11,215 2,333 21,374 23,707 9,303 1987 2001 Coral Plaza — 4,028 15,019 18,947 5,366 32,628 37,994 15,212 1981 1998 Cornerstone Plaza — 8,245 80,633 6,550 8,263 87,165 95,428 36,889 1986 2007 Encino Gateway — 8,475 48,525 54,335 15,653 95,682 111,335 44,481 1974/1998 2000 Encino Plaza — 5,293 23,125 50,097 6,165 72,350 78,515 33,521 1971/1992 2000 Encino Terrace 105,565 12,535 59,554 101,103 15,533 157,659 173,192 71,772 1986 1999 Executive Tower — 6,660 32,045 57,802 9,471 87,036 96,507 39,919 1989 1995 F- 39 Table of Contents Douglas Emmett, Inc. Schedule III - Consolidated Real Estate and Accumulated Depreciation and Amortization As of December 31, 2023 (In thousands) Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount Property Name Encumb-rances Land Building & Improve-ments (1) Improve-ments (1)(2) Land Building & Improve-ments (1)(2) Total (3) Accumulated Depreciation & Amortization (2) (4) Year Built / Renovated Year Acquired Office Properties (continued) First Financial Plaza 54,077 12,092 81,104 6,425 12,092 87,529 99,621 23,667 1986 2015 Gateway Los Angeles — 2,376 15,302 63,580 5,119 76,139 81,258 29,020 1987/2022 1994 Harbor Court — 51 41,001 54,054 12,060 83,046 95,106 34,709 1994 2004 Landmark II — 6,086 109,259 69,288 13,070 171,563 184,633 79,816 1989 1997 Lincoln/Wilshire — 3,833 12,484 26,816 7,475 35,658 43,133 15,044 1996 2000 MB Plaza — 4,533 22,024 34,089 7,503 53,143 60,646 24,970 1971/1996 1998 Olympic Center 52,000 5,473 22,850 34,945 8,247 55,021 63,268 25,850 1985/1996 1997 One Westwood — 10,350 29,784 66,421 9,194 97,361 106,555 43,673 1987/2004 1999 Palisades Promenade 60,318 5,253 15,547 53,185 9,664 64,321 73,985 30,252 1990 1995 Saltair/San Vicente 21,533 5,075 6,946 18,056 7,557 22,520 30,077 10,470 1964/1992 1997 San Vicente Plaza — 7,055 12,035 581 7,055 12,616 19,671 5,926 1985 2006 Santa Monica Square 48,500 5,366 18,025 21,856 6,863 38,384 45,247 17,536 1983/2004 2001 Second Street Plaza — 4,377 15,277 35,705 7,421 47,938 55,359 22,646 1991 1997 Sherman Oaks Galleria 300,000 33,213 17,820 429,060 48,328 431,765 480,093 193,263 1981/2002 1997 Studio Plaza — 9,347 73,358 122,286 15,015 189,976 204,991 91,959 1988/2004 1995 The Tower 67,064 9,643 160,602 7,104 9,643 167,706 177,349 37,443 1988/1998 2016 The Trillium (5) — 20,688 143,263 85,673 21,989 227,635 249,624 101,297 1988/2021 2005 Valley Executive Tower 104,000 8,446 67,672 110,841 11,737 175,222 186,959 77,859 1984 1998 Valley Office Plaza — 5,731 24,329 49,352 8,957 70,455 79,412 33,085 1966/2002 1998 Verona — 2,574 7,111 15,934 5,111 20,508 25,619 9,327 1991 1997 Village on Canon 61,745 5,933 11,389 50,822 13,303 54,841 68,144 24,206 1989/1995 1994 Warner Center Towers 335,000 43,110 292,147 415,784 59,418 691,623 751,041 316,269 1982-1993/2004 2002 Warner Corporate Center 34,671 11,035 65,799 2,245 11,035 68,044 79,079 10,136 1988/2015 2008 Westside Towers 141,915 8,506 79,532 80,815 14,568 154,285 168,853 69,506 1985 1998 Westwood Center 140,648 9,512 259,341 20,053 9,513 279,393 288,906 63,870 1965/2000 2016 Westwood Place 71,000 8,542 44,419 69,450 11,448 110,963 122,411 42,369 1987/2023 1999 Multifamily Properties 555 Barrington 50,000 6,461 27,639 42,765 14,903 61,962 76,865 28,520 1989 1999 1221 Ocean Avenue 175,000 22,086 328,545 2,281 22,086 330,826 352,912 19,864 1971/2000 2022 Barrington Plaza (6) 210,000 28,568 81,485 146,318 58,208 198,163 256,371 172,603 1963/1998 1998 Barrington/Kiowa 13,940 5,720 10,052 1,374 5,720 11,426 17,146 5,242 1974 2006 Barry 11,370 6,426 8,179 912 6,426 9,091 15,517 4,291 1973 2006 Kiowa 5,470 2,605 3,263 1,029 2,605 4,292 6,897 1,882 1972 2006 Moanalua Hillside Apartments 255,000 24,791 157,353 127,801 35,365 274,580 309,945 77,010 1968/2004/2019 2005 The Residences at Bishop Place 110,000 — — 180,347 — 180,347 180,347 13,670 2020-2022 2004 Pacific Plaza 78,000 10,091 16,159 77,762 27,816 76,196 104,012 33,242 1963/1998 1999 The Glendon 160,000 32,773 335,925 287 32,775 336,210 368,985 40,214 2008 2019 The Landmark Los Angeles 240,000 — — 331,693 13,070 318,623 331,693 11,881 2018-2022 N/A The Shores 212,000 20,809 74,191 207,358 60,555 241,803 302,358 105,926 1965-67/2002 1999 Villas at Royal Kunia 94,220 42,887 71,376 18,258 35,163 97,358 132,521 48,499 1990/1995 2006 Waena Apartments 102,400 26,864 119,273 2,540 26,864 121,813 148,677 29,695 1970/2009-2014 2014 F- 40 Table of Contents Douglas Emmett, Inc. Schedule III - Consolidated Real Estate and Accumulated Depreciation and Amortization As of December 31, 2023 (In thousands) Initial Cost Cost Capitalized Subsequent to Acquisition Gross Carrying Amount Property Name Encumb-rances Land Building & Improve-ments (1) Improve-ments (1)(2) Land Building & Improve-ments (1)(2) Total (3) Accumulated Depreciation & Amortization (2) (4) Year Built / Renovated Year Acquired Ground Lease Owensmouth/Warner (5) — 23,848 — 1,725 23,848 1,725 25,573 35 N/A 2006 Total Operating Properties $ 5,570,040 $ 898,700 $ 6,922,385 $ 4,528,290 $ 1,185,977 $ 11,163,398 $ 12,349,375 $ 3,652,630 Property Under Development The Residences at Bishop Place $ — $ — $ — $ 3,037 $ — $ 3,037 $ 3,037 N/A N/A Other Developments 53,402 53,402 53,402 N/A N/A Total Property Under Development $ — $ — $ — $ 56,439 $ — $ 56,439 $ 56,439 $ — Total $ 5,570,040 $ 898,700 $ 6,922,385 $ 4,584,729 $ 1,185,977 $ 11,219,837 $ 12,405,814 $ 3,652,630 _____________________________________________________ (1) Includes tenant improvements and lease intangibles. (2) Net of fully depreciated and amortized buildings, building improvements, tenant improvements and lease intangibles removed from our books. (3) At December 31, 2023, the aggregate federal income tax cost basis for consolidated real estate was $ 8.79 billion (unaudited). (4) See our depreciation and amortization policy in Note 2 to our consolidated financial statements. (5) The property includes a parcel of land from which we receive rent under a ground lease. (6) During the second quarter of 2023, we removed our Barrington Plaza Apartments property in Los Angeles from the rental market. See Note 3, "Property to be removed from service", for more detail. The table below presents a reconciliation of our investment in real estate: (In thousands) Year Ended December 31, 2023 2022 2021 Investment in real estate, gross Beginning balance $ 12,292,973 $ 11,819,077 $ 11,678,638 Property acquisitions — 350,631 — Improvements and developments 214,955 223,315 297,764 Removal of fully depreciated and amortized buildings, building improvements, tenant improvements and lease intangibles ( 102,114 ) ( 100,050 ) ( 157,325 ) Ending balance $ 12,405,814 $ 12,292,973 $ 11,819,077 Accumulated depreciation and amortization Beginning balance $ ( 3,299,365 ) $ ( 3,028,645 ) $ ( 2,816,193 ) Depreciation and amortization ( 459,949 ) ( 372,798 ) ( 371,289 ) Other accumulated depreciation and amortization 4,570 2,028 1,512 Removal of fully depreciated and amortized buildings, building improvements, tenant improvements and lease intangibles 102,114 100,050 157,325 Ending balance $ ( 3,652,630 ) $ ( 3,299,365 ) $ ( 3,028,645 ) Investment in real estate, net $ 8,753,184 $ 8,993,608 $ 8,790,432 F- 41