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(ARDEN REALTY, INC. LOGO)



Securities and Exchange Commission

Washington, D.C. 20549


FORM 10-K


     
x
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
 
For the fiscal year ended December 31, 2004
 
OR
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the transition period from           to

Commission File Number 1-12193

ARDEN REALTY, INC.

(Exact name of registrant as specified in its charter)
     
Maryland   95-4578533
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)

11601 Wilshire Boulevard, 4th Floor

Los Angeles, California 90025-1740
(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (310) 966-2600

Securities registered pursuant to Section 12(b) of the Act:

     
Title of each class Name of each exchange on which registered


Common Stock, $0.01 par value   New York Stock Exchange
Preferred Stock Purchase Rights
  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes x          No o

      The aggregate market value of the shares of common stock held by non-affiliates was approximately $1.9 billion based on the closing price on the New York Stock Exchange for such shares on June 30, 2004.

      The number of the Registrant’s shares of common stock outstanding was 66,364,703 as of March 10, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

      Part III of this report incorporates information by reference from the definitive Proxy Statement for the 2005 Annual Meeting of Stockholders.




ARDEN REALTY, INC.

TABLE OF CONTENTS

                 
Item Page
No. No.


 PART I
   1.      Business     1  
   2.      Properties     7  
   3.      Legal Proceedings     18  
   4.      Submission of Matters to a Vote of Security Holders     18  
 
 PART II
   5.      Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     19  
   6.      Selected Financial Data     20  
   7.      Management’s Discussion and Analysis of Financial Condition and Results of Operations     22  
   7A.      Quantitative and Qualitative Disclosure about Market Risk     40  
   8.      Financial Statements and Supplementary Data     49  
   9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     51  
   9A.      Controls and Procedures     51  
   9B.      Other Information     51  
 
 PART III
  10.      Directors and Executive Officers of the Registrant     52  
  11.      Executive Compensation     52  
  12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     52  
  13.      Certain Relationships and Related Transactions     52  
  14.      Principal Accountant Fees and Services     52  
 
 PART IV
  15.      Exhibits, Financial Statement Schedules and Reports on Form 8-K     53  
         Signatures     58  
 EX-10.49
 EX-12.1
 EX-23.1
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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PART I

Forward-Looking Statements

      This Form 10-K, including the documents incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act pertaining to, among other things, our future results of operations, cash available for distribution, acquisitions, lease renewals, property development, property renovation, capital requirements and general business, industry and economic conditions applicable to us. Also, documents we subsequently file with the SEC and incorporated herein by reference will contain forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth below and the matters set forth or incorporated in this Form 10-K generally. We caution you, however, that this list of factors may not be exhaustive, particularly with respect to future filings.

 
ITEM 1. Business
 
(a)  GENERAL

      The terms “Arden Realty”, “us”, “we” and “our” as used in this report refer to Arden Realty, Inc. We were incorporated in Maryland in May 1996 and completed our initial public offering in October 1996. Commencing with our taxable year ended December 31, 1996, we have operated and qualified as a real estate investment trust, or REIT, for federal income tax purposes. We are a self-administered and self-managed REIT that owns, manages, leases, develops, renovates and acquires commercial properties located in Southern California. We are the sole general partner of Arden Realty Limited Partnership, or the Operating Partnership, and as of December 31, 2004, we owned approximately 97.5% of the Operating Partnership’s common partnership units. We conduct substantially all of our operations through the Operating Partnership and its consolidated subsidiaries.

 
(b)  INDUSTRY SEGMENTS

      We are currently involved primarily in one industry segment, the operation of commercial real estate located in Southern California. The financial information contained in this report relates primarily to this industry segment.

 
(c)  DESCRIPTION OF BUSINESS

      We are a full-service real estate organization managed by 6 senior executive officers who have experience in the real estate industry ranging from 14 to 35 years and who collectively have an average of 20 years of experience. We perform all property management, construction management, accounting, finance and acquisition and disposition activities and a majority of our leasing transactions for our portfolio with our staff of approximately 300 employees.

      As of December 31, 2004, we were Southern California’s largest publicly traded office landlord as measured by total net rentable square feet owned. As of December 31, 2004, our portfolio of primarily suburban office properties consisted of 120 properties and 197 buildings containing approximately 18.2 million net rentable square feet and our operating portfolio was 91.2% occupied.

 
Portfolio Management

      We perform all portfolio management activities, including on-site property management, management of all lease negotiations, construction management of tenant improvements or tenant build-outs, property renovations and capital expenditures for our portfolio. We directly manage these activities from approximately 40 management offices located throughout our portfolio. The activities of these management offices are supervised by four regional offices with oversight by our corporate office to ensure consistent application of our operating policies and procedures. Each regional office is strategically located within the Southern California submarkets where our properties are located and is managed by a regional First Vice President who is

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responsible for supervising the day-to-day activities of our management offices. Each regional office is staffed with leasing, property management, building engineering, construction and information systems specialists, referred to as our Regional Service Teams. By maintaining a regionally focused organizational structure led by seasoned managers, we are able to quickly respond to our tenants’ needs and market opportunities.

      All of our management and regional offices are networked with our corporate office and have access to the Internet and our e-mail, accounting and lease management systems. Our accounting and lease management systems employ the latest technology and allow both corporate and field personnel access to tenant and prospective tenant-related information to enhance responsiveness and communication of marketing and leasing activity for each property.

      We currently lease approximately 59% of our portfolio’s net rentable space using our in-house staff. We employ outside brokers who are monitored by our Regional Service Teams for the remainder of our net rentable space. Our in-house leasing program allows us to closely monitor rental rates and lease terms for new and renewal leases and reduce third-party leasing commissions.

     Business Strategies

      Our primary business strategy is to actively manage our portfolio to achieve gains in rental rates and occupancy, control operating expenses and maximize income from ancillary operations and services. When market conditions permit, we may also selectively develop, renovate or acquire new properties in submarkets that add value and fit strategically into our portfolio. We may also sell existing properties and use the net proceeds to repay outstanding indebtedness or place into investments that we believe will generate higher long-term value.

      Through our corporate office and regional offices, we implement our business strategies by:

  •  using integrated decision making to provide proactive solutions to the space needs of tenants in the markets where we have extensive real estate expertise and relationships;
 
  •  emphasizing quality service, tenant satisfaction and retention;
 
  •  employing intensive property marketing and leasing programs; and
 
  •  implementing cost control management techniques and systems that capitalize on economies of scale and concentration arising from the size and geographic focus of our portfolio and our technical expertise in reducing energy consumption expenses.

      We believe the implementation of these operating practices has been instrumental in maximizing the operating results of our portfolio.

      Integrated Decision Making

      We use a multidisciplinary approach to our decision making by having our regional management, leasing, construction management, acquisition, disposition and finance teams coordinate their activities to enhance responsiveness to market opportunities and to provide proactive solutions to the space needs of tenants in the submarkets where we have extensive real estate and technical expertise. This integrated approach permits us to analyze the specific requirements of existing and prospective tenants and the economic terms and costs for each transaction on a timely and efficient basis. We are therefore able to commit to leasing, development, acquisition or disposition terms quickly, which facilitates an efficient completion of lease negotiation and tenant build-out, shorter vacancy periods after lease expirations and the timely completion of development, acquisition or disposition transactions.

      Quality Service and Tenant Satisfaction

      We strive to provide quality service through our multidisciplinary operating approach resulting in timely responses to our tenants’ needs. Our seasoned Regional Service Teams interact and resolve issues relating to tenant satisfaction and day-to-day operations. For portfolio-wide operational and administrative functions, our

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corporate office provides support to all regional offices and provides immediate response for critical operational issues. We believe providing quality service leads to enhanced tenant retention.

      Proactive Marketing and Leasing

      The concentration of many of our properties within particular office submarkets and our relationships with a broad array of businesses and outside brokers enables us to pursue proactive marketing and leasing strategies, to effectively monitor the demand for office space in our existing submarkets, to efficiently identify the office space requirements of existing and prospective tenants and to offer tenants a variety of space alternatives across our portfolio.

      Cost Control and Operating Efficiencies

      The size and geographic focus of our portfolio provides us with the opportunity to enhance portfolio value by controlling operating costs. We seek to capitalize on the economies of scale and concentration which result from the geographic focus of our portfolio through the ownership and management of multiple properties within particular submarkets and the maintenance of standardized processes and systems for cost control at each of our properties. These cost controls and operating efficiencies allowed us to achieve a 67.3% ratio of property operating results to total property revenues in 2004.

     Operating Strategies

      Based on our geographic focus in Southern California, experience in the local real estate markets and our evaluation of current market conditions, we believe the following key factors provide us with opportunities to maximize returns:

  •  the broad diversification and balance of the Southern California economy and our tenant base minimizes our dependence on any one industry segment or limited group of tenants;
 
  •  the relative resiliency of the Southern California real estate market, as measured by lower vacancy rates compared to the national average and a lower decline in rental rates in our key submarkets than the average decreases in rates reported for the nation since the beginning of the office real estate sector downturn in 2001; and
 
  •  the limited construction of new office properties in the Southern California region due to substantial building construction limitations and a minimal amount of developable land in many key submarkets.

      Internal Operating Strategy

      We believe that opportunities exist to increase cash flow from our existing portfolio. We intend to pursue this internal growth by:

  •  stabilizing occupancy throughout our portfolio and increasing rental rates, as market conditions permit;
 
  •  maintaining or increasing the retention rate of expiring leases;
 
  •  capitalizing on economies of scale and concentration due to the size and geographic focus of our portfolio;
 
  •  controlling operating expenses through active cost control management techniques and systems; and
 
  •  sourcing new and innovative revenue streams while providing high quality services to our tenants.

        Stabilizing Occupancy and Increasing Rental Rates

      Various published reports noted that Southern California achieved approximately 6.7 million square feet of positive net absorption in 2004 with average rental rates increasing approximately 3-4%. Our in-house leasing teams, working with outside leasing brokers, continuously monitor each market to identify strong prospective tenants who are in need of new or additional space. We also strive to be responsive to the needs of existing tenants through our on-site management staff and by providing alternatives within our portfolio to

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accommodate their changing space requirements. We strive to achieve growth in rental revenues by negotiating annual or mid-term increases in rental rates in a majority of our leases.

        Retaining Existing Tenants

      We also seek to retain our existing tenants when leases expire. Retention of existing tenants reduces the costs of lease rollover by eliminating the down-time required to find a replacement tenant and reducing build-out costs required for new tenants. We believe that we have been successful in attracting and retaining a diverse tenant base by actively managing our properties with an emphasis on tenant satisfaction and retention. During 2004, we retained approximately 64% of our leases that were scheduled to expire.

        Capitalizing on Economies of Scale and Concentration

      In order to capitalize on economies of scale and concentration arising from the size and geographic focus of our portfolio, each of our Regional Service Teams is responsible for several properties, which spreads administrative and maintenance costs over those properties and reduces per square foot expenses. In addition, contracting in bulk for parking operations, construction materials, building services and supplies on a portfolio-wide basis also reduces our overall operating expenses.

        Cost Control Management Techniques and Systems

      We plan to continue controlling our operating expenses through active management at all of our properties. We focus on cost control in various areas of our operations. We continuously monitor the operating performance of our properties and employ energy-enhancing purchasing and expense recovery technologies when appropriate. These system enhancements include:

  •  lighting retrofits;
 
  •  replacement of inefficient heating, ventilation and air conditioning systems;
 
  •  computer-driven energy management systems that monitor and react to the climatic requirements of individual properties;
 
  •  automated and roving security systems that allow us to provide security services to our tenants at a lower cost;
 
  •  online competitive bid purchasing of supplies, building materials and construction services;
 
  •  enhancement of billing systems, which enables us to more efficiently recover operating expenses from our tenants; and
 
  •  on-going preventive maintenance programs to operate our building systems efficiently, thereby reducing operating costs.

        Sourcing Additional Revenue While Providing High Quality Services to Tenants

      We operate one of the most energy efficient office portfolios in the country. We have invested in energy enhancement programs within our portfolio with the aim of reducing energy consumption, enhancing efficiency and lowering operating costs. We also participate annually in the Environmental Protection Agency’s, or the EPA, Energy Star Program. This program involves top commercial real estate landlords throughout the United States and rigorous bench-marking procedures that track individual building energy efficiency. Currently, of the 906 total Energy Star designated office buildings awarded nationally during 2004, 125 were awarded in California; of those, we had 62 EPA Energy Star Certified buildings in our portfolio.

      We have formed a taxable REIT subsidiary, Next>edge, to market our expertise in energy solutions and facilities management. Next>edge has begun to assist companies in increasing their energy efficiency and reducing costs by employing the latest technologies and the most energy-efficient operational strategies developed to date. These technologies include lighting, heating, ventilation and air conditioning retrofits, energy management system installations, on-site distributed generation and cogeneration projects and solar energy systems.

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External Operating Strategy

      We believe in the diversity and balance of the Southern California economy and commercial real estate market, and we intend to continue to focus our resources primarily in this region. We have assembled a management team that has extensive experience and knowledge in this market which we believe provides us with a competitive advantage in identifying and capitalizing on selective development, renovation and acquisition opportunities.

      Subject to capital availability and market conditions, our approach is to seek development, renovation and acquisition opportunities in markets where we have an existing presence and where the following conditions exist:

  •  low vacancy rates;
 
  •  opportunities for rising rents due to employment growth and population movements;
 
  •  a minimal amount of developable land; and
 
  •  significant barriers to entry due to constraints on new development, including strict entitlement processes, height and density restrictions or other governmental requirements.

     Competition

      We compete with other owners of office properties to attract tenants to our properties, to acquire new properties and to obtain suitable land for development. Ownership of competing properties is currently diversified among many different types, from publicly traded companies and institutional investors, including other REITs, to small enterprises and individual owners. No one owner or group of owners currently dominate or significantly influence the markets in which we operate. See “Risk Factors — Competition affects occupancy levels, rents and the cost of land which could adversely affect our revenues.”

     California Electric Utility Deregulation

      Problems associated with deregulation of the electric industry in California have resulted in significantly higher costs in some areas over the past few seasons. All of our properties are currently located in areas served by utilities that either produce their own electricity, or that have procured long-term, fixed-rate contracts with commercial electrical providers. While we have no information suggesting that any future service interruptions are expected, we believe that higher utility costs may continue as price increases are allowed by the California Public Utility Commission or other regulatory agencies.

      Approximately 26% of our properties and 19% of the total rentable square footage of our portfolio are subject to leases that require our tenants to pay all utility costs and the remainder provide that our tenants will reimburse us for utility costs in excess of a base year amount. See “Risk Factors — Rising energy costs and power outages in California may have an adverse effect on our operations and revenue.”

      We are also working with other companies to provide our properties with new applications of distributed generation, or on-site energy systems, such as solar photovoltaic panels, micro-turbine units, natural gas reciprocating engines, fuel cells and other “green” power alternatives. Lastly, we maintain ongoing communication with our tenants to assist them in ways to lower consumption in their workplace.

     Employees

      As of December 31, 2004, we had approximately 300 full-time employees that perform all of our property and construction management, accounting, finance, acquisition and disposition activities and a majority of our leasing transactions.

     Available Information

      We file with the Securities and Exchange Commission, or SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form  8-K and all amendments to those reports, proxy

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statements and registration statements. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may also obtain public information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at www.sec.gov that contains reports, proxy and information regarding registrants, including us, that file electronically. This annual report on Form 10-K and other periodic and current reports, and amendments to those reports, filed or furnished with the SEC, are also available, free of charge, by viewing the SEC filings available in the Investor Information section of our website at www.ardenrealty.com as soon as reasonably practicable after we file or furnish them with the SEC.
 
(d) FOREIGN OPERATIONS

      We do not engage in any foreign operations or derive any revenue from foreign sources.

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ITEM 2. Properties
 
Existing Portfolio

      Our portfolio consists of 120 primarily office properties, containing approximately 18.2 million net rentable square feet that individually range from approximately 12,000 to 600,000 net rentable square feet. Of the 120 properties currently in service in our portfolio, 119, or 99%, are office properties. All of our properties are located in Southern California and most are in suburban areas in close proximity to main thoroughfares. We believe that our properties are located within desirable and established business communities and are well maintained. Our properties offer an array of amenities including high-speed internet access, security, parking, conference facilities, on-site management, food services and health clubs.

      Following is a summary of our property portfolio as of December 31, 2004:

                                                                       
Property Operating
Results(2),(3)

Approximate Net
Number of Number of Rentable Square For the Year Ended
Properties(1) Buildings(1) Feet(1) December 31, 2004




% of % of % of % of
Location Total Total Total Total Total Total Total Total









($000’s and
unaudited)
Los Angeles County
                                                               
 
West(4)
    30       25 %     32       16 %     5,044,621       28 %   $ 107,688       39 %
 
North
    28       23 %     44       22 %     3,468,768       19 %     44,962       16 %
 
South
    13       11 %     17       9 %     2,851,215       15 %     37,052       14 %
     
     
     
     
     
     
     
     
 
   
Subtotal
    71       59 %     93       47 %     11,364,604       62 %     189,702       69 %
Orange County
    20       17 %     51       26 %     3,255,079       18 %     39,602       14 %
San Diego County
    23       19 %     35       18 %     2,695,678       15 %     36,418       13 %
Ventura/ Kern Counties
    6       5 %     17       9 %     795,299       4 %     9,831       4 %
     
     
     
     
     
     
     
     
 
   
Subtotal
    120       100 %     196       100 %     18,110,660       99 %   $ 275,553       100 %
Renovation Building(5)
                1             99,119       1 %     5        
     
     
     
     
     
     
     
     
 
     
Total
    120       100 %     197       100 %     18,209,779       100 %   $ 275,558       100 %
     
     
     
     
     
     
     
     
 


(1)  Includes one property with approximately 167,000 net rentable square feet held for disposition.
 
(2)  Property Operating Results is a non-GAAP measure of performance. Property Operating Results is used by investors and our management to evaluate and compare the performance of our office properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with Generally Accepted Accounting Principles, or GAAP, or (3) general and administrative expenses and other specific costs such as permanent impairments to carrying costs. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased in value as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our office properties as well as trends in occupancy rates, rental rates and operating costs.

However, the usefulness of Property Operating Results is limited because it excludes general and administrative costs, interest expense, interest income, depreciation and amortization expense and gains or losses from the sale of properties, changes in value in our real estate properties that result from use or permanent impairment to carrying costs as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. Property Operating Results may fail to capture significant trends in these components of net income which further limits its usefulness.

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Property Operating Results is a measure of the operating performance of our office properties but does not measure our performance as a whole. Property Operating Results is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the components of net income that are eliminated in the calculation of Property Operating Results. Other companies may use different methods for calculating Property Operating Results or similarly entitled measures and, accordingly, our Property Operating Results may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.
 
The following is a reconciliation of Property Operating Results to net income computed in accordance with GAAP (in thousands):

                           
Year Ended December 31,

2004 2003 2002



Net Income
  $ 73,775     $ 58,509     $ 70,175  
Add:
                       
 
General and administrative expense
    19,503       16,931       12,581  
 
Interest expense
    88,856       93,093       87,827  
 
Depreciation and amortization
    121,687       111,952       100,317  
 
Minority interest
    5,255       5,375       5,816  
 
Interest and other loss
    508       401        
 
Impairment on investment in securities
    2,700              
Less:
                       
 
Interest and other income
                (2,063 )
 
Gain on sale of discontinued properties
    (30,473 )     (5,937 )      
 
Discontinued operations, net of minority interest
    (6,253 )     (12,538 )     (15,570 )
 
Gain on sale of operating properties
                (1,967 )
     
     
     
 
Property Operating Results
  $ 275,558     $ 267,786     $ 257,116  
     
     
     
 

(3)  Excludes the operating results of two properties sold during the first quarter of 2004, one property sold during the third quarter of 2004, nine properties sold during the fourth quarter of 2004 and one property classified as held for disposition. The operating results for these properties are reported as part of discontinued operations in our consolidated statements of income.
 
(4)  Includes a retail property with approximately 37,000 net rentable square feet.
 
(5)  Comprised of one building in a business park containing a total of four buildings. After completion of the renovation, the total square footage of this building will expand to 130,000 square feet.

     The following is a summary of our occupancy and in-place rents as of December 31, 2004:

                                   
Annualized Base Rent Per
Leased Square Foot(1)

Percent Percent Portfolio Full Service
Location Occupied Leased Total Gross Leases(2)





Los Angeles County
                               
 
West
    93.5 %     94.8 %   $ 27.80     $ 27.81  
 
North
    91.9 %     94.7 %     22.26       22.96  
 
South
    89.5 %     91.0 %     19.03       20.15  
     
     
     
     
 
 
Subtotal/ Weighted Average
    92.0 %     93.8 %     23.96       24.67  
Orange County
    90.0 %     91.3 %     18.69       22.31  
San Diego County
    87.8 %     88.5 %     19.87       24.26  
Ventura/ Kern Counties
    95.0 %     96.1 %     18.84       19.61  
     
     
     
     
 
 
Subtotal/ Weighted Average
    91.2 %     92.7 %     22.21       24.08  
Renovation Building
          100.0 %     17.40        
     
     
     
     
 
 
Total/ Weighted Average
    90.5 %     92.7 %   $ 22.18     $ 24.08  
     
     
     
     
 


(1)  Based on monthly contractual base rent under existing leases as of December 31, 2004, multiplied by 12 and divided by leased net rentable square feet; for those leases where rent has not yet commenced or which are in a free rent period, the first month in which rent is to be received is used to determine annualized base rent.
 
(2)  Excludes 31 properties and approximately 3.5 million square feet under triple net and modified gross leases.

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Renovation Summary

      The following table summarizes information about the building under renovation as of December 31, 2004:

                                                                 
Estimated
Year 1 Estimated Estimated
Estimated Stabilized Year 1 Year 1
Construction Cash Property Annual Annual
Square Costs Incurred Estimated Percent Completion Operating Cash GAAP
Building Feet To Date Total Cost(1) Leased Date Results(2) Yield Yield(3)









(in thousands) (in thousands) (in thousands)
22745 Savi Ranch Parkway
    130,000     $ 7,659     $ 9,705       100 %     1st Qtr 2005     $ 1,881       9.6 %     11.2 %
     
     
     
     
             
     
     
 


(1)  Estimated total cost includes capital expenditures, tenant improvements, leasing commissions and carrying costs during renovation.
 
(2)  We consider stabilized Cash Property Operating Results to be the rental revenues from the property less the operating expenses of the property on a cash basis before deducting financing costs (interest and principal payments) after the property is at least 95% leased. Property Operating Results are discussed in greater detail in Note (2) to the Existing Portfolio summary table above.
 
(3)  Estimated Year 1 Annual GAAP Yield includes an adjustment for straight-line rents.

     This renovation was completed on February 15, 2005.

      In addition to the renovation building above, we have preliminary architectural designs completed for an additional 475,000 net rentable square feet of office space at the Howard Hughes Center in Los Angeles, California. We also have construction entitlements at the Howard Hughes Center for up to 600 hotel rooms. Build-to-suit projects consist of properties constructed to the tenant’s specifications in return for the tenant’s long-term commitment to the property. We do not intend to commence construction on any additional build-to-suit or multi-tenant projects at the Howard Hughes Center until development plans and budgets are finalized with terms allowing us to achieve yields commensurate with the project’s development risk.

      In addition to our development at the Howard Hughes Center, we have completed preliminary designs and are marketing an approximately 170,000 net rentable square foot build-to-suit office building at our Long Beach Airport Business Park. We also have a 5-acre developable land parcel in Torrance, California that we intend to market for a build-to-suit building. We currently do not intend to commence construction on these projects until build-to-suit tenant leases are signed with terms allowing us to achieve yields commensurate with the project’s development risk.

      We expect to finance our development/renovation activities over the next 24 months through net cash provided by operating activities, proceeds from asset sales, proceeds from our lines of credit or other secured borrowings.

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Dispositions

      The following table summarizes our disposition activity during 2004:

                                             
Property Square Gross Sales
Property County Submarket Date of Sale Type Feet Price







($000’s)
Tower Plaza Retail
    Riverside       Temecula     February 4, 2004     Retail       133,481     $ 17,050  
Univision — 5999 Center Drive
    Los Angeles       Culver City/Fox Hills     March 16, 2004     Office       161,650       52,500  
10251 Vista Sorrento
    San Diego       Sorrento Mesa     August 24, 2004     Office       69,386       9,250  
Waples Tech Center
    San Diego       Sorrento Mesa     December 29, 2004     Office       28,119       (A)  
Morehouse Center
    San Diego       Sorrento Mesa     December 29, 2004     Office       181,207       (A)  
91 Freeway Center
    Los Angeles       Artesia     December 29, 2004     Office       93,277       (A)  
Norwalk
    Los Angeles       Norwalk     December 29, 2004     Office       122,175       (A)  
1501 Hughes Way
    Los Angeles       Suburban Long Beach     December 29, 2004     Office       77,060       (A)  
3901 Via Oro
    Los Angeles       Suburban Long Beach     December 29, 2004     Office       53,195       (A)  
Glendale Corporate Center
    Los Angeles       Glendale     December 29, 2004     Office       108,209       (A)  
Whittier
    Los Angeles       Whittier     December 29, 2004     Office       135,415       (A)  
South Bay Tech
    Los Angeles       190th Corridor     December 29, 2004     Office       104,815       (A)  
                                 
     
 
Sub-total     1,267,989       78,800  
(A) Portfolio sale           126,000  
     
     
 
                                  1,267,989     $ 204,800  
                                 
     
 
 
Acquisitions

      The following table summarizes our acquisition activity during 2004:

                                             
Gross
Property Square Purchase
Property County Submarket Date of Purchase Type Feet Price







($000’s)
Homestore
    Los Angeles       Westlake Village     October 4, 2004     Office       137,762     $ 32,300  
Warner Corporate Center
    Los Angeles       Woodland Hills     October 11, 2004     Office       253,000       64,500  
                                 
     
 
                                  390,762     $ 96,800  
                                 
     
 

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     The following table presents specific information regarding our 120 properties as of December 31, 2004:

                                                                 
Annualized
Percentage of Base Rent
Total per Leased
Year(s) Approximate Portfolio Net Annualized Net Rentable
Property Built/ Net Rentable Rentable Percent Base Rent Number Square
Name Major Area Submarket Renovated Square Feet Square Feet Leased ($000s) of Leases Feet(1)










Los Angeles County
                                                               
Los Angeles West
                                                               
145 South Fairfax
  Hollywood/Wilshire Corridor   Miracle Mile     1984       54,398       0.3 %     95.5 %   $ 1,032       13     $ 19.86  
6100 Wilshire
  Hollywood/Wilshire Corridor   Miracle Mile     1986       202,675       1.1       100.0       5,051       57       24.43  
120 S. Spalding
  West Los Angeles   Beverly Hills Triangle     1984       64,877       0.4       97.5       2,700       15       42.67  
8383 Wilshire
  West Los Angeles   Beverly Hills     1971/93       424,588       2.3       91.7       10,100       134       25.93  
9100 Wilshire
  West Los Angeles   Beverly Hills     1971/90       328,697       1.8       92.7       8,300       76       27.25  
9665 Wilshire
  West Los Angeles   Beverly Hills Triangle     1972/92-93       159,645       0.9       100.0       6,140       24       38.34  
Beverly Atrium
  West Los Angeles   Beverly Hills     1989       59,582       0.3       96.6       1,718       15       29.85  
Wilshire Pacific Plaza
  West Los Angeles   Brentwood     1976/87       101,229       0.6       99.6       2,561       43       25.39  
World Savings Center(2)
  West Los Angeles   Brentwood     1983       473,581       2.6       86.4       12,440       54       30.41  
10350 Santa Monica
  West Los Angeles   West Los Angeles     1979       42,696       0.2       92.5       902       17       22.84  
10351 Santa Monica
  West Los Angeles   West Los Angeles     1984       96,899       0.5       87.3       1,998       14       23.63  
Century Park Center
  West Los Angeles   West Los Angeles     1972/94       235,178       1.3       100.0       5,606       98       23.33  
400 Corporate Pointe
  West Los Angeles   Culver City/Fox Hills     1987       165,487       0.9       85.9       2,732       19       19.23  
600 Corporate Pointe
  West Los Angeles   Culver City/Fox Hills     1989       275,113       1.5       95.1       5,523       19       21.10  
6060 Center Drive
  West Los Angeles   Culver City/Fox Hills     1999       256,665       1.4       99.1       8,280       8       32.55  
6080 Center Drive
  West Los Angeles   Culver City/Fox Hills     2001       286,568       1.6       93.2       9,643       15       36.11  
6100 Center Drive
  West Los Angeles   Culver City/Fox Hills     2002       284,798       1.6       99.4       7,278       24       25.72  
Bristol Plaza
  West Los Angeles   Culver City/Fox Hills     1982       84,033       0.5       95.3       1,640       28       20.47  
Howard Hughes Spectrum Club
  West Los Angeles   Culver City/Fox Hills     1993       36,959       0.2       100.0       967       1       26.16  
Howard Hughes Tower
  West Los Angeles   Culver City/Fox Hills     1987       316,014       1.7       87.0       7,541       33       27.44  
Northpoint
  West Los Angeles   Culver City/Fox Hills     1991       105,145       0.6       94.1       2,638       7       26.67  
1919 Santa Monica
  West Los Angeles   Santa Monica     1991       43,766       0.2       85.2       947       7       25.41  
2001 Wilshire Blvd. 
  West Los Angeles   Santa Monica     1980       99,565       0.5       100.0       2,805       23       27.47  
2730 Wilshire
  West Los Angeles   Santa Monica     1985       55,531       0.3       100.0       1,553       26       27.57  
2800 28th Street
  West Los Angeles   Santa Monica     1979       106,481       0.6       95.9       2,456       42       24.06  
10780 Santa Monica
  West Los Angeles   West Los Angeles     1984       93,211       0.5       97.0       2,193       33       24.26  
1950 Sawtelle
  West Los Angeles   West Los Angeles     1988/95       104,171       0.6       98.0       2,367       42       23.17  
11075 Santa Monica
  West Los Angeles   West Los Angeles     1983       35,996       0.2       99.1       877       8       24.57  
Westwood Center
  West Los Angeles   Westwood     1965/2000       314,366       1.7       99.6       11,366       45       36.30  
Westwood Terrace
  West Los Angeles   West Los Angeles     1988       136,707       0.8       98.3       3,549       22       26.41  
                     
     
     
     
     
     
 

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Annualized
Percentage of Base Rent
Total per Leased
Year(s) Approximate Portfolio Net Annualized Net Rentable
Property Built/ Net Rentable Rentable Percent Base Rent Number Square
Name Major Area Submarket Renovated Square Feet Square Feet Leased ($000s) of Leases Feet(1)










Subtotal/Weighted Average — Los Angeles West
                    5,044,621       27.7 %     94.8 %   $ 132,903       962     $ 27.80  
Los Angeles North
                                                               
303 Glenoaks
  Glendale/Tri-Cities   Burbank     1983/96       177,898       1.0 %     99.4 %   $ 4,028       28     $ 22.78  
333 N. Glenoaks
  Glendale/Tri-Cities   Burbank     1978       82,939       0.5       98.0       1,921       17       23.62  
601 S. Glenoaks
  Glendale/Tri-Cities   Burbank     1990       74,745       0.4       87.4       1,206       18       18.45  
Burbank Executive Plaza
  Glendale/Tri-Cities   Burbank     1983       63,320       0.3       99.0       1,437       19       22.92  
425 West Broadway
  Glendale/Tri-Cities   Glendale     1984       72,317       0.4       94.9       1,456       14       21.21  
535 N. Brand Blvd. 
  Glendale/Tri-Cities   Glendale     1973/92/99       109,104       0.6       96.6       2,233       44       21.19  
5161 Lankershim
  Glendale/Tri-Cities   North Hollywood     1985/97       180,940       1.0       99.4       3,964       9       22.05  
70 South Lake
  Glendale/Tri-Cities   Pasadena     1982/94       101,236       0.5       99.9       2,627       19       25.97  
150 East Colorado Boulevard
  Glendale/Tri-Cities   Pasadena     1979/97       61,657       0.3       100.0       1,447       20       23.47  
299 N. Euclid
  Glendale/Tri-Cities   Pasadena     1983       74,573       0.4       100.0       1,890       4       25.30  
Calabasas Commerce Center
  San Fernando Valley   Calabasas     1990       126,771       0.7       100.0       2,323       12       18.32  
Calabasas Tech
  San Fernando Valley   Calabasas     1990/2001       283,692       1.5       90.3       4,837       17       18.89  
16000 Ventura
  San Fernando Valley   Encino     1980/96       175,275       1.0       93.2       3,628       45       22.21  
15250 Ventura
  San Fernando Valley   Sherman Oaks     1970/90-91       112,142       0.6       93.1       2,438       41       23.35  
Noble Professional Center
  San Fernando Valley   Sherman Oaks     1985/93       52,599       0.3       92.8       1,129       18       23.11  
Sunset Pointe Plaza
  San Fernando Valley   Valencia     1988       59,186       0.3       99.7       1,500       27       25.42  
Tourney Pointe
  San Fernando Valley   Valencia     1985/98-2000       219,673       1.2       92.1       4,196       38       20.74  
Homestore
  San Fernando Valley   Westlake Village     2000       137,762       0.8       100.0       3,036       1       22.04  
Westlake — 5601 Lindero
  San Fernando Valley   Westlake Village     1989       106,144       0.6       95.3       1,894       5       18.73  
Clarendon Crest
  San Fernando Valley   Woodland Hills     1990       43,222       0.2       97.9       887       18       20.95  
Warner Corporate Center
  San Fernando Valley   Woodland Hills     1988       253,000       1.4       98.9       6,433       34       25.71  
Woodland Hills
  San Fernando Valley   Woodland Hills     1972/95       229,616       1.3       93.0       4,874       73       22.82  
Los Angeles Corporate Center
  San Gabriel Valley   Monterey Park     1984/86       389,615       2.1       90.6       7,552       45       21.40  
Conejo Business Center
  Ventura   Newbury Park/Thousand Oaks     1991       69,425       0.4       92.9       1,375       29       21.32  
Hillside Corporate Center
  Ventura   Newbury Park/Thousand Oaks     1998       61,000       0.3       97.3       1,564       10       26.36  
Marin Corporate Center
  Ventura   Newbury Park/Thousand Oaks     1986       51,776       0.3       64.9       778       27       23.14  
Westlake Gardens
  Ventura   Westlake Village     1998       50,267       0.3       94.0       1,288       19       27.27  
Westlake Gardens II
  Ventura   Westlake Village     1999       48,874       0.3       93.1       1,229       4       27.02  
                     
     
     
     
     
     
 
 
Subtotal/ Weighted Average  — Los Angeles North
                    3,468,768       19.0 %     94.7 %   $ 73,170       655     $ 22.26  
Los Angeles South
South Bay Centre
  South Bay   190th Corridor     1984       204,197       1.1 %     100.0 %   $ 4,150       36     $ 20.30  
Pacific Gateway
  South Bay   190th Corridor     1982/90       225,805       1.2       97.4       4,617       40       20.99  
Gateway Towers
  South Bay   190th Corridor     1984/86       433,545       2.4       95.3       9,448       74       22.88  

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Annualized
Percentage of Base Rent
Total per Leased
Year(s) Approximate Portfolio Net Annualized Net Rentable
Property Built/ Net Rentable Rentable Percent Base Rent Number Square
Name Major Area Submarket Renovated Square Feet Square Feet Leased ($000s) of Leases Feet(1)










100 West Broadway
  South Bay   Downtown Long Beach     1987/96       191,371       1.1       68.8       2,537       39       19.26  
Oceangate Tower
  South Bay   Downtown Long Beach     1971/93-94       218,554       1.2       79.7       3,067       40       17.62  
Continental Grand Plaza
  South Bay   El Segundo     1986       237,494       1.3       93.6       5,310       37       23.90  
Grand Avenue Plaza
  South Bay   El Segundo     1980       82,872       0.5       88.2       1,334       16       18.26  
5200 West Century
  South Bay   LAX     1982/98-99       312,700       1.7       93.0       5,325       30       18.30  
Skyview Center
  South Bay   LAX     1981/87/95       398,261       2.2       81.6       5,175       53       15.92  
Long Beach Airport Bldg D(2)
  South Bay   Suburban Long Beach     1987/95       121,610       0.7       100.0       1,211       1       9.96  
Long Beach Airport Bldg F & G(2)
  South Bay   Suburban Long Beach     1987/95       150,403       0.8       100.0       1,354       1       9.00  
5000 East Spring(2)
  South Bay   Suburban Long Beach     1989/95       168,967       0.9       96.9       3,693       44       22.55  
Mariner Court
  South Bay   Torrance     1989       105,436       0.6       98.7       2,150       38       20.67  
                     
     
     
     
     
     
 
 
Subtotal/ Weighted Average  — Los Angeles South
                    2,851,215       15.7 %     91.0 %   $ 49,371       449     $ 19.03  
Orange County
                                                               
1370 Valley Vista
  LA Central   Diamond Bar     1988       81,962       0.4 %     100.0 %   $ 1,814       13     $ 21.39  
Anaheim City Centre(2)
  Orange County   Central County     1986/91       177,266       1.0       100.0       3,569       27       19.72  
City Centre I
  Orange County   Central County     1985/97       141,903       0.8       100.0       2,849       33       19.85  
Orange Financial Center
  Orange County   Central County     1985/95       307,920       1.7       94.4       6,522       38       22.43  
Fountain Valley City Centre
  Orange County   Greater Airport     1982       303,267       1.7       63.4       4,591       18       23.86  
Fountain Valley Plaza
  Orange County   Greater Airport     1982       107,313       0.6       37.9       843       4       20.73  
Irvine Corporate Center
  Orange County   Greater Airport     1980/88       126,781       0.7       100.0       1,446       5       11.34  
Newport Irvine Center
  Orange County   Greater Airport     1981/97       75,184       0.4       88.6       1,642       28       24.65  
South Coast Executive Center
  Orange County   Greater Airport     1979/97       61,292       0.3       94.3       1,068       25       18.48  
Von Karman Corporate Center
  Orange County   Greater Airport     1981/84       452,378       2.5       86.8       8,419       31       21.44  
Centerpointe La Palma
  Orange County   North County     1986/88/90       603,582       3.3       97.8       11,074       98       18.76  
Savi Tech Center
  Orange County   North County     1989       242,327       1.3       100.0       2,538       3       10.47  
Yorba Linda Business Park
  Orange County   North County     1988       165,710       0.9       98.3       1,483       60       9.10  
Crown Cabot Financial Center
  Orange County   South County     1989       174,222       1.0       97.4       4,829       41       28.46  
5632 Bolsa
  Orange County   West County     1987       21,568       0.1       100.0       184       1       8.52  
5672 Bolsa
  Orange County   West County     1987       12,110       0.1       100.0       103       1       8.52  
5702 Bolsa
  Orange County   West County     1987/97       27,731       0.1       100.0       227       2       8.17  
5832 Bolsa
  Orange County   West County     1985       49,355       0.3       100.0       829       1       16.80  
Huntington Beach Plaza County
  Orange County 1984/96   West 53,459     0.3       89.6       850       18       17.75                  

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Annualized
Percentage of Base Rent
Total per Leased
Year(s) Approximate Portfolio Net Annualized Net Rentable
Property Built/ Net Rentable Rentable Percent Base Rent Number Square
Name Major Area Submarket Renovated Square Feet Square Feet Leased ($000s) of Leases Feet(1)










Huntington Commerce Center
  Orange County   West County     1987       69,749       0.4       98.4       638       23       9.29  
                     
     
     
     
     
     
 
Subtotal/ Weighted Average  — Orange County
                    3,255,079       17.9 %     91.3 %   $ 55,518       470     $ 18.69  
San Diego County
                                                               
Carlsbad Corporate Center
  San Diego County   Carlsbad     1996       129,000       0.7 %     100.0 %   $ 445       1     $ 3.45  
Carmel Valley Center
  San Diego County   Del Mar Heights     1987/89       109,518       0.6       93.8       3,410       17       33.20  
701 B Street(2)
  San Diego County   Downtown     1982/96       548,310       3.0       87.3       11,023       70       23.04  
5120 Shoreham
  San Diego County   Governor Park     1984       37,813       0.2       100.0       842       7       22.24  
Governor Executive Centre
  San Diego County   Governor Park     1988       52,828       0.3       85.1       1,175       10       26.12  
Governor Executive Centre II
  San Diego County   Governor Park     1989       101,433       0.6       100.0       3,006       17       29.64  
Governor Park Plaza
  San Diego County   Governor Park     1986       104,441       0.6       94.0       2,485       19       25.31  
10180 Scripps Ranch
  San Diego County   Scripps Ranch     1978/96       43,560       0.2       0       0       0       0  
Activity Business Center
  San Diego County   Miramar     1987       167,170       0.9       72.3       1,652       41       13.66  
Balboa Corporate Center
  San Diego County   Kearney Mesa     1990       70,987       0.4       75.8       777       2       14.44  
Panorama Corporate Center
  San Diego County   Kearney Mesa     1991       130,396       0.7       99.6       2,392       3       18.42  
Ruffin Corporate Center
  San Diego County   Kearney Mesa     1990       45,059       0.2       100.0       378       1       8.40  
Skypark Office Plaza
  San Diego County   Kearney Mesa     1986       203,946       1.1       96.9       4,423       24       22.39  
Crossroads
  San Diego County   Mission Valley     1979       134,477       0.7       65.8       2,093       8       23.64  
Poway Industrial
  San Diego County   Rancho Bernardo/Poway     1991/96       112,000       0.6       100.0       672       1       6.00  
Bernardo Regency
  San Diego County   Rancho Bernardo/Poway     1986       48,052       0.3       93.3       1,145       16       25.54  
Carmel View Office Plaza
  San Diego County   Rancho Bernardo/Poway     1985       77,672       0.4       84.1       1,497       16       22.92  
Cymer Technology Center
  San Diego County   Rancho Bernardo/Poway     1986       155,612       0.9       100.0       1,923       2       12.36  
Foremost Professional Plaza
  San Diego County   Rancho Bernardo/Poway     1992       60,311       0.3       73.6       1,113       29       25.06  
Via Frontera
  San Diego County   Rancho Bernardo/Poway     1982/97       77,920       0.4       100.0       914       6       11.60  
Westridge
  San Diego County   Sorrento Mesa     1984/96       48,955       0.3       82.4       551       3       13.65  
Torreyana Science Park
  San Diego County   Torrey Pines     1980/97       81,204       0.5       100.0       2,008       1       24.72  
Genesee Executive Plaza
  San Diego County   University Towne Centre     1984       155,014       0.9       87.5       3,493       23       25.75  
                     
     
     
     
     
     
 
 
Subtotal/ Weighted Average  — San Diego County
                    2,695,678       14.8 %     88.5 %   $ 47,417       317     $ 19.87  

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Annualized
Percentage of Base Rent
Total per Leased
Year(s) Approximate Portfolio Net Annualized Net Rentable
Property Built/ Net Rentable Rentable Percent Base Rent Number Square
Name Submarket Location Renovated Square Feet Square Feet Leased ($000s) of Leases Feet(1)










Ventura & Kern Counties
                                                               
4900 California
  Kern County   Bakersfield     1983       155,791       0.9 %     95.6 %   $ 2,385       23     $ 16.01  
Parkway Center I
  Kern County   Bakersfield     1992/95       61,289       0.3       90.8       1,038       11       18.64  
Camarillo Business Park
  Ventura   Camarillo     1984/97       154,298       0.8       97.5       3,134       29       20.83  
1000 Town Center
  Ventura   Oxnard     1989       108,508       0.6       99.8       2,379       10       21.96  
Solar Drive Business Center
  Ventura   Oxnard     1982       138,341       0.8       98.0       2,494       36       18.39  
Center Promenade
  Ventura   Ventura     1988       177,072       1.0       93.4       2,969       61       17.96  
                     
     
     
     
     
     
 
 
Subtotal/ Weighted Average — Ventura & Kern Counties
                    795,299       4.4 %     96.1 %   $ 14,399       170     $ 18.84  
Renovation Building
                                                               
Savi Tech Center(3)
  Orange County   North County     1989       99,119       0.5 %     100.0 %   $ 2,262       1     $ 17.40  
   
Portfolio Total/ Weighted Average
                    18,209,779       100.0 %     92.7 %   $ 375,040       3,024     $ 22.18  
                     
     
     
     
     
     
 


(1)  Calculated as monthly contractual base rent under existing leases as of December 31, 2004, multiplied by 12 and divided by leased net rentable square feet, for those leases where rent has not yet commenced or which are in a free rent period, the first month in which rent is to be received is used to determine annualized base rent.
 
(2)  We lease the land underlying these properties or their parking structures pursuant to long term ground leases.
 
(3)  Comprised of one building in a business park containing a total of four buildings. After completion of the renovation, the total square footage of this building will expand to 130,000 square feet. The annualized base rent and the annualized base rent per leased net rentable square feet amounts are calculated based on the expanded square footage of 130,000 square feet.

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Tenant Information

      As of December 31, 2004, we had approximately 3,000 tenants with no one tenant representing more than 2.2% of the aggregate annualized base rent of our properties and only 2 tenants individually representing more than 1.0% of our aggregate annualized base rent. Our properties are leased to local, national and international companies engaged in a variety of businesses including financial services, entertainment, health care services, accounting, law, education, publishing and local, state and federal government entities.

      Our leases are typically structured for terms of three to ten years. Leases typically contain provisions permitting tenants to renew expiring leases at prevailing market rates. Approximately 81% of our total rentable square footage is under full service gross leases under which tenants typically pay for all real estate taxes and operating expenses above those for an established base year or expense stop. Our remaining square footage is under triple net and modified gross leases. Triple net and modified gross leases are those where tenants pay not only base rent, but also some or all of real estate taxes and operating expenses of the leased property. Tenants generally reimburse us the full direct cost, without regard to a base year or expense stop, for use of lighting, heating and air conditioning during non-business hours, and for on-site monthly employee and visitor parking. We are generally responsible for structural repairs to our buildings.

      The following table presents information as of December 31, 2004 derived from our ten largest tenants based on the percentage of aggregate portfolio annualized base rent:

                                                   
Weighted Percentage of Percentage of
Average Aggregate Aggregate
Remaining Portfolio Portfolio Annualized
Number of Lease Term Leased Annualized Net Rentable Base Rent
Tenant Locations in Months Square Feet Base Rent(1) Square Feet (in thousands)







Vivendi Universal
    2       64       1.38 %     2.14 %     231,681     $ 7,980  
State of California
    18       51       1.63       1.61       274,065       5,992  
University of Phoenix
    6       52       0.99       1.00       166,195       3,733  
Ceridian Corporation
    2       64       0.91       0.99       152,612       3,706  
Atlantic Richfield
    1       21       0.86       0.93       143,885       3,465  
Pepperdine University
    1       167       0.68       0.87       113,488       3,251  
Homestore.com, Inc. 
    1       37       0.82       0.82       137,762       3,036  
Walt Disney Pictures and Television
    1       43       0.76       0.78       128,258       2,894  
Haight, Brown & Bonesteel, LLP
    2       77       0.38       0.73       63,262       2,736  
Westfield Corporation
    1       100       0.58       0.73       96,876       2,725  
     
     
     
     
     
     
 
 
Total/ Weighted Average(2)
    35       63       8.99 %     10.60 %     1,508,084     $ 39,518  
     
     
     
     
     
     
 

(1) Annualized base rent is calculated as monthly contractual base rent under existing leases as of December 31, 2004, multiplied by 12; for those leases where rent has not yet commenced or which are in a free rent period, the first month in which rent is to be received is used to determine annualized base rent.
 
(2) The weighted average calculation is based on net rentable square footage leased by each tenant.

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     The following table presents the diversification of the tenants occupying space in our portfolio by industry as of December 31, 2004:

                           
Percentage of
Total
NAICS Occupied Occupied
North American Industrial Classification System Description (NAICS) Code Square Feet Portfolio




Professional, Scientific, and Technical Services
    541       4,278,468       25.91 %
Finance and Insurance
    521-525       2,838,317       17.19  
Information
    511-519       1,625,403       9.84  
Manufacturing
    311-339       1,282,143       7.77  
Health Care and Social Assistance
    621-624       1,107,178       6.71  
Educational Services
    611       750,882       4.55  
Administrative and Support and Waste Management and Remediation Services
    561-562       742,831       4.50  
Real Estate, Rental and Leasing
    531-533       709,020       4.29  
Public Administration
    921-928       638,857       3.87  
Wholesale Trade
    423-425       564,150       3.42  
Construction
    236-238       334,098       2.02  
Transportation and Warehousing
    481-493       319,070       1.93  
Other Services (except Public Administration)
    811-814       295,987       1.79  
Arts, Entertainment, and Recreation
    711-713       287,027       1.74  
Accommodation and Food Services
    721-722       180,608       1.09  
Retail Trade
    441-454       112,738       0.68  
Mining
    211-213       41,291       0.25  
Management of Companies and Enterprises
    551       34,410       0.21  
Utilities
    221       8,975       0.05  
Agriculture, Forestry, Fishing and Hunting
    111-115       6,261       0.04  
Other — Uncategorized
          352,346       2.15  
             
     
 
 
Total Square Feet Occupied
            16,510,060       100.00 %
             
     
 
 
Lease Distribution

      The following table presents information relating to the distribution of the leases for our 120 properties, based on leased net rentable square feet, as of December 31, 2004:

                                                           
Percent of Annualized Percent of
Total Aggregate Base Rent Avg. Base Aggregate
Percent Leased Portfolio of Rent per Portfolio
Number of All Square Leased Leases(1) Leased Annualized
Square Feet Under Lease of Leases Leases Feet Square Feet (000’s) Square Foot Base Rent








2,500 and under
    1,490       49.29 %     2,114,663       12.60 %   $ 50,567     $ 23.91       12.42 %
2,501 - 5,000
    704       23.29       2,447,176       14.58       60,844       24.86       14.95  
5,001 - 7,500
    299       9.89       1,813,171       10.80       46,939       25.89       11.53  
7,501 - 10,000
    164       5.43       1,432,241       8.54       36,027       25.15       8.85  
10,001 - 20,000
    241       7.97       3,405,929       20.30       85,663       25.15       21.04  
20,001 - 40,000
    78       2.58       2,118,322       12.62       51,036       24.09       12.54  
40,001 and over
    47       1.55       3,451,173       20.56       76,002       22.02       18.67  
     
     
     
     
     
     
     
 
 
Total/ Weighted Average
    3,023       100.00 %     16,782,675       100.00 %   $ 407,078     $ 24.26       100.00 %
     
     
     
     
     
     
     
 


(1) Base rent is determined as of the date of lease expiration, including all fixed contractual base rent increases; increases tied to indices such as the Consumer Price Index are not included.

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Lease Expirations

      The following table presents a summary schedule of the total lease expirations for our 120 properties for leases in place at December 31, 2004. This table assumes that none of the tenants exercise renewal options or termination rights, if any, at or prior to the scheduled expirations:

                                                     
Average
Annualized
Annualized Base Rent Percentage
Square Percentage of Base Rent of per Square of Aggregate
Number of Footage of Aggregate Expiring Foot of Portfolio
Leases Expiring Leased Leases(1) Expiring Annualized
Year of Lease Expiration Expiring Leases Square Feet ($000s) Leases Base Rent







Month-to-Month
    113       499,517       2.98 %   $ 8,878     $ 17.77       2.18 %
Q1 2005
    136       465,009       2.77       9,421       20.26       2.31  
Q2 2005
    160       623,578       3.72       13,792       22.12       3.39  
Q3 2005
    167       624,148       3.72       14,522       23.27       3.57  
Q4 2005
    188       802,859       4.78       17,347       21.61       4.26  
     
     
     
     
     
     
 
 
2005 Sub-Total(2)
    651       2,515,594       14.99       55,082       21.90       13.53  
2006
    596       2,513,849       14.98       59,551       23.69       14.63  
2007
    529       2,416,185       14.40       56,854       23.53       13.97  
2008
    392       2,355,397       14.03       58,662       24.91       14.41  
2009
    344       2,139,029       12.74       51,137       23.91       12.56  
2010
    159       1,615,217       9.62       39,338       24.35       9.66  
2011
    53       704,942       4.20       22,102       31.35       5.43  
2012
    54       855,313       5.10       20,291       23.72       4.98  
2013
    34       411,142       2.45       12,195       29.66       3.00  
2014+
    98       756,490       4.51       22,988       30.39       5.65  
     
     
     
     
     
     
 
   
Total/ Weighted Average
    3,023       16,782,675       100.00 %   $ 407,078     $ 24.26       100.00 %
     
     
     
     
     
     
 


(1) Base rent is determined as of the date of lease expiration, including all fixed contractual base rent increases; increases tied to indices such as the Consumer Price Index are not included.
 
(2) Excludes month-to-month leases.

 
ITEM 3. Legal Proceedings

      We are presently subject to various lawsuits, claims and proceedings arising in the ordinary course of business none of which if determined unfavorably to us is expected to have a material adverse effect on our cash flows, financial condition or results of operations during the year ended December 31, 2004.

 
ITEM 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of our stockholders during the fourth quarter of the year ended December 31, 2004.

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PART II

 
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “ARI.” On March 10, 2005, the last reported sales price per share of common stock on the NYSE was $35.41 and there were approximately 226 registered holders of record of our common stock. The table below sets forth the quarterly high and low closing sales price per share of our common stock as reported on the NYSE and the cash dividends per share we declared with respect to each period.

                         
Per Share
Common Stock
Dividends
High Low Declared



2003
                       
First Quarter
  $ 23.69     $ 20.18     $ 0.505  
Second Quarter
  $ 26.23     $ 22.68     $ 0.505  
Third Quarter
  $ 27.92     $ 26.15     $ 0.505  
Fourth Quarter
  $ 30.34     $ 27.49     $ 0.505  
2004
                       
First Quarter
  $ 32.75     $ 29.30     $ 0.505  
Second Quarter
  $ 32.86     $ 26.89     $ 0.505  
Third Quarter
  $ 33.15     $ 29.54     $ 0.505  
Fourth Quarter
  $ 37.72     $ 32.66     $ 0.505  

      We pay quarterly cash dividends to common stockholders at the discretion of our Board of Directors. The amount of each quarterly cash dividend depends on our funds from operations, financial condition, capital requirements and annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors our Board of Directors deem relevant.

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ITEM 6. Selected Financial Data

      You should read the following consolidated financial and operating data for Arden Realty together with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this Form 10-K.

                                           
Year Ended December 31,

2004 2003 2002 2001 2000





(in thousands, except ratio and per share amounts)
Operating Data:
                                       
Property revenues
  $ 409,193     $ 393,765     $ 374,135     $ 382,839     $ 351,924  
Interest and other (loss) income
    (508 )     (401 )     2,063       2,135       3,290  
Property operating expenses
    (133,635 )     (125,979 )     (117,019 )     (110,421 )     (100,574 )
General and administrative expense
    (19,503 )     (16,931 )     (12,581 )     (11,496 )     (9,103 )
Depreciation and amortization
    (121,687 )     (111,952 )     (100,317 )     (92,613 )     (78,672 )
Interest expense
    (88,856 )     (93,093 )     (87,827 )     (85,949 )     (78,495 )
     
     
     
     
     
 
Income from continuing operations before gain on sale of operating properties, impairment on investment in securities, and minority interest
    45,004       45,409       58,454       84,495       88,370  
Gain on sale of operating properties(1)
                1,967       4,591       2,132  
     
     
     
     
     
 
Income from continuing operations before impairment on investment securities and minority interest
    45,004       45,409       60,421       89,086       90,502  
Impairment on investment in securities
    (2,700 )                        
Minority interest
    (5,255 )     (5,375 )     (5,816 )     (7,046 )     (7,158 )
     
     
     
     
     
 
Income from continuing operations
    37,049       40,034       54,605       82,040       83,344  
Discontinued operations, net of minority interest
    6,253       12,538       15,570       15,719       13,366  
Gain on sale of discontinued properties
    30,473       5,937                    
     
     
     
     
     
 
Net income
  $ 73,775     $ 58,509     $ 70,175     $ 97,759     $ 96,710  
     
     
     
     
     
 
Basic net income per common share:
                                       
 
Income from continuing operations
  $ 0.57     $ 0.63     $ 0.85     $ 1.28     $ 1.32  
 
Income from discontinued operations
    0.56       0.29       0.24       0.25       0.21  
     
     
     
     
     
 
Net income per common share-basic
  $ 1.13     $ 0.92     $ 1.09     $ 1.53     $ 1.53  
     
     
     
     
     
 
Weighed average number of common shares-basic
    65,372       63,553       64,151       63,754       63,408  
     
     
     
     
     
 
Diluted net income per common share:
                                       
 
Income from continuing operations
  $ 0.56     $ 0.63     $ 0.85     $ 1.28     $ 1.31  
 
Income from discontinued operations
    0.56       0.29       0.24       0.25       0.21  
     
     
     
     
     
 
Net income per common share-diluted
  $ 1.12     $ 0.92     $ 1.09     $ 1.53     $ 1.52  
     
     
     
     
     
 
Weighed average number of common shares- diluted
  $ 65,740     $ 63,815     $ 64,351     $ 64,014     $ 63,598  
     
     
     
     
     
 
Cash dividends declared per common share
  $ 2.02     $ 2.02     $ 2.02     $ 1.96     $ 1.86  
     
     
     
     
     
 
Other Data:
                                       
Cash provided by operating activities
  $ 184,907     $ 181,482     $ 199,922     $ 204,667     $ 192,152  
Cash used in investing activities
  $ (11,241 )   $ (20,355 )   $ (213,002 )   $ (115,854 )   $ (216,024 )
Cash (used in) provided by financing activities
  $ (165,333 )   $ (160,483 )   $ (19,898 )   $ (57,204 )   $ 22,248  
Funds from Operations(2)
  $ 171,777     $ 174,458     $ 181,549     $ 198,240     $ 185,146  


Selected financial data continues on next page.

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Year Ended December 31,

2004 2003 2002 2001 2000





Balance Sheet Data:
                                       
Net investment in real estate
  $ 2,551,981     $ 2,646,699     $ 2,741,624     $ 2,622,980     $ 2,603,566  
Total assets
  $ 2,659,997     $ 2,741,433     $ 2,832,409     $ 2,761,443     $ 2,705,597  
Total indebtedness
  $ 1,326,084     $ 1,349,781     $ 1,402,304     $ 1,251,483     $ 1,177,769  
Other liabilities(3)
  $ 83,713     $ 76,638     $ 76,350     $ 62,685     $ 56,885  
Minority interests
  $ 20,414     $ 72,194     $ 74,571     $ 78,661     $ 86,176  
Total stockholders’ equity
  $ 1,196,292     $ 1,210,285     $ 1,247,377     $ 1,337,206     $ 1,355,171  


(1)  Beginning with the adoption of the Statement of Financial Accounting Standard No. 144 in 2002, the operating results and gains and losses of real estate properties classified as held for disposition are included in discontinued operations.
 
(2)  We believe that funds from operations, or FFO, is a useful supplemental measure of our operating performance. We compute FFO in accordance with standards established by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, in April 2002. The white paper defines FFO as net income or loss computed in accordance with generally accepted accounting principles, or GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

  We believe that FFO, by excluding depreciation costs, the gains or losses from the sale of operating real estate properties and extraordinary items as defined by GAAP, provides an additional perspective on our operating results. However, because these items have real economic effect, FFO is a limited measure of performance.
 
  FFO captures trends in occupancy rates, rental rates and operating costs. FFO excludes depreciation and amortization costs and it does not capture the changes in value in our properties that result from use or changes in market conditions or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. Therefore, its ability to measure performance is limited.
 
  Because FFO excludes significant economic components of net income determined in accordance with GAAP, FFO should be used as an adjunct to net income and not as an alternative to net income. FFO should also not be used as an indicator of our financial performance, or as a substitute for cash flow from operating activities determined in accordance with GAAP or as a measure of our liquidity. FFO is not by itself indicative of funds available to fund our cash needs, including our ability to pay dividends or service our debt. Therefore, FFO only provides investors with an additional performance measure that when combined with measures computed in accordance with GAAP such as net income, cash flow from operating activities, investing activities and financing activities provides investors with an indication of our ability to service debt and to fund acquisitions and other expenditures.
 
  FFO is used by investors to compare our performance with other REITs. Other REITs may use different methodologies for calculating FFO and, accordingly, our FFO may not be comparable to other REITs. See a reconciliation of FFO to Net income in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.

(3)  Excludes dividends payable.

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview

      The following discussion should be read in conjunction with Item 6, “Selected Financial Data,” and our historical consolidated financial statements and related notes thereto included elsewhere in this Form 10-K.

      We are a self-administered and self-managed real estate investment trust that owns, manages, leases, develops, renovates and acquires commercial properties located in Southern California. We are a full-service real estate organization managed by 6 senior executive officers who have experience in the real estate industry ranging from 14 to 35 years and who collectively have an average of 20 years of experience. We perform all property management, construction management, accounting, finance, acquisition and disposition activities and a majority of our leasing transactions with our staff of approximately 300 employees.

      As of December 31, 2004, we were Southern California’s largest publicly traded office landlord as measured by total net rentable square feet owned. As of that date, our portfolio consisted of 120 primarily suburban office properties and 197 buildings containing approximately 18.2 million net rentable square feet. As of December 31, 2004, our operating portfolio was 91.2% occupied.

      Our primary business strategy is to actively manage our portfolio to achieve gains in rental rates and occupancy, control operating expenses and maximize income from ancillary operations and services. When market conditions permit, we may also selectively develop or acquire new properties that add value and fit strategically into our portfolio. We may also sell existing properties and use the net proceeds to repay outstanding indebtedness or place into investments that we believe will generate higher long-term value.

 
Critical Accounting Policies

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Certain accounting policies are considered to be critical accounting estimates, as they require management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in the accounting estimate are reasonably likely to occur from period to period. Management believes the following critical accounting policies reflect the Company’s more significant judgments and estimates used in the preparation of the consolidated financial statements. For a summary of all the Company’s significant accounting policies see note 2 to the Company’s consolidated financial statements included elsewhere in this report. We periodically evaluate our estimates and assumptions used in the preparation of our financial statements including our reported operating results. Because over 97% of our assets as of December 31, 2004 and 2003, respectively, consists of investments in real estate and amounts due from tenants, our primary evaluations consist of recoverability of amounts invested in real estate properties and collectability of amounts due from tenants.

Revenue Recognition

      We recognize minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related lease. The amount by which straight-line rental income differs from cash rents billed under the lease is included in deferred rents.

Allowance for Rents and Other Receivables

      We periodically evaluate the collectability of amounts due from particular tenants based on a variety of factors including the tenant’s payment history, our observation of space utilization, periodic discussions with the tenants regarding the tenant’s short and long-term business plan for the space under contract, the overall financial health of the business and/or parent company, available financial and other information regarding the tenant or its parent company and the amount of lease security on hand. Based on these factors, unless collection is reasonably assured, we fully reserve amounts due that are in excess of the lease security we hold. All of our allowances are tenant specific.

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      As of December 31, 2004 and 2003 we had a total of $5.7 million and $6.3 million in our allowance for doubtful accounts and other reserves, respectively, representing approximately 10% and 12% of the total rent and deferred rent balance outstanding at each respective balance sheet date. Including security deposits and existing letters of credit, as of December 31, 2004 and 2003, we had a total of $39.3 million and $33.5 million of total lease security available, respectively. For the years ended December 31, 2004, 2003 and 2002 our bad debt expense related to losses for uncollected rents, deferred rents, tenants reimbursements and other uncollectible charges were approximately 0.3%, 0.6% and 1.4% of total gross revenue, respectively, for each of those years. Our allowances have historically proved to be adequate; however, due to the uncertainty inherent in the tenant specific evaluation process, our allowance for doubtful accounts may not prove to be sufficient in all future periods.

Commercial Properties

 
Impairment of Assets

      The recoverability of amounts invested in real estate properties is highly dependent on the assumptions we use. For properties we intend to hold and operate, we recognize a write-down to estimated fair value whenever a property’s estimated undiscounted future cash flows are less than its depreciated cost. For properties we intend to sell, we recognize a write-down to estimated fair value whenever a property’s estimated sales price less costs to sell are less than its depreciated costs.

      We determine fair value of our properties using methods similar to those used by independent appraisers, including comparison of carrying costs on a per square foot basis to sales price on a per square foot basis on recently transacted properties that are similar in quality and location and also by comparing carrying costs to acquisition offers from prospective buyers. Based on our assessment, no write-downs to estimated fair value were necessary as of December 31, 2004 and 2003.

      Due to the availability of comparable sales information in most of our sub-markets, historically our fair value estimates have proven to be accurate. However, our estimates may vary from actual values, especially for real estate assets located in sub-markets where quoted per square foot market prices for comparable properties may not be readily available or real estate assets that become impaired due to non-recurring circumstances such as previously unknown environmental issues or casualty losses that result in damages in excess of our insurance coverage amount.

 
Property Acquisitions

      The amounts paid for properties acquired are allocated between the tangible and intangible assets. Tangible assets include land, building and tenant improvements. Intangible assets include the value of in place leases. To arrive at the value of in place leases, we compare estimates of current market rents to the in place rents. We also make assumptions regarding the amount of time that currently occupied space would remain vacant if we had to replace the existing tenants under current market conditions. We also reduce the value of each lease using a discount rate that we deem to be commensurate with each tenant’s credit profile. The assumptions we use are based on available market information, from independent sources and our own market knowledge and experience.

      The fair market value that we assign to acquired leases is amortized over the remaining lease terms. The tangible assets assigned to building improvements are depreciated over a much longer period of time, normally forty years. Consequently, the assumptions we use in this allocation have a significant impact on the operating results that we will report in future periods. We cannot guarantee that the initial assumptions that we use to any property’s purchase price will prove to be accurate. We also would not revise these estimates in future periods if our initial amounts were proven to be inaccurate.

Qualification as a REIT

      Since our taxable year ended December 31, 1996, we have been organized and operated, and intend to continue to operate, so as to qualify for taxation as a REIT under the Internal Revenue Code. Our qualification and taxation as a REIT depends on our ability to meet, through actual annual operating results,

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asset diversification, distribution levels and diversity of stock ownership, numerous requirements established under highly technical and complex Internal Revenue Code provisions subject to interpretation.

      If we failed to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Moreover, unless entitled to relief under specific statutory provisions, we also would be disqualified as a REIT for the four taxable years following the year during which qualification was lost. For additional information see “Risk Factors — We may suffer adverse tax consequences and be unable to attract capital if we fail to qualify as a REIT,” and “Our operating partnership intends to qualify as a partnership, but we cannot guarantee that it will qualify,” elsewhere in this Form 10-K.

Off-Balance Sheet Arrangements

      There are no off-balance sheet transactions, arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have a current or future material effect on our financial condition, changes in the financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Results Of Operations

      Our financial position and operating results are primarily comprised of our portfolio of properties and income derived from those properties. Therefore, the comparability of financial data from period to period will be affected by the timing of significant property development, acquisitions and dispositions.

Comparison of the year ended December 31, 2004 to the year ended December 31, 2003

(in thousands, except number of properties and percentages)
                                     
Year Ended December 31,

Percent
2004 2003 Change Change




Revenue from rental operations:
                               
 
Scheduled cash rents
  $ 351,465     $ 339,009     $ 12,456       4 %
 
Straight-line rents
    2,020       915       1,105       121  
 
Tenant reimbursements
    20,129       23,355       (3,226 )     (14 )
 
Parking, net of expense
    23,816       21,635       2,181       10  
 
Other rental operations
    11,763       8,851       2,912       33  
     
     
     
     
 
   
Total revenue from rental operations
    409,193       393,765       15,428       4  
     
     
     
     
 
Property expenses:
                               
 
Repairs and maintenance
    44,281       40,738       3,543       9  
 
Utilities
    32,835       32,497       338       1  
 
Real estate taxes
    30,569       28,156       2,413       9  
 
Insurance
    7,506       7,909       (403 )     (5 )
 
Ground rent
    746       961       (215 )     (22 )
 
Administrative
    17,698       15,718       1,980       13  
     
     
     
     
 
   
Total property expenses
    133,635       125,979       7,656       6  
     
     
     
     
 
Property operating results(1)
    275,558       267,786       7,772       3  
 
General and administrative
    19,503       16,931       2,572       15  
 
Interest
    88,856       93,093       (4,237 )     (5 )
 
Depreciation and amortization
    121,687       111,952       9,735       9  
 
Interest and other loss
    508       401       107       27  
     
     
     
     
 
 
Income from continuing operations before gain on sale of properties and minority interest
  $ 45,004     $ 45,409     $ (405 )     (1 )%
     
     
     
     
 
 
Discontinued operations, net of minority interest
  $ 6,253     $ 12,538     $ (6,285 )     (50 )%
     
     
     
     
 
Number of properties:
                               
 
Acquired during period
    2       1                  
 
Completed and placed in service during period
    1                        
 
Disposed of during period
    (12 )     (8 )                
 
Owned at end of period
    120       129                  
Net rentable square feet:
                               
 
Acquired during period
    391       101                  
 
Completed and placed in service during period
    283                        
 
Expansion space placed in service
    168                        
 
Disposed of during period
    (1,268 )     (598 )                
 
Owned at end of period
    18,210       18,636                  
Same Property Portfolio(2):
                               
 
Revenue from rental operations
  $ 397,842     $ 394,449     $ 3,393       1 %
 
Property expenses
    129,822       125,953       3,869       3  
     
     
     
     
 
    $ 268,020     $ 268,496     $ (476 )     %
     
     
     
     
 
 
Straight-line rents
  $ 315     $ 592                  
     
     
                 
 
Number of properties
    116                          
 
Number of buildings
    192                          
 
Average occupancy
    90.0 %     89.3 %                
 
Net rentable square feet
    17,334                          

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(1)  The components outlined above comprise our Property Operating Results. Property Operating Results is a non-GAAP measure of performance. Property Operating Results is used by investors and our management to evaluate and compare the performance of our office properties and to determine trends in earnings. Property Operating Results is also employed by investors as one of the components used to estimate the value of our properties. Property Operating Results is used for the purposes noted above because it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expense as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with Generally Accepted Accounting Principles, or GAAP or (3) general and administrative expenses and other specific costs such as permanent impairments to carrying costs. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital, which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased in value as a result of changes in overall economic conditions as well as the actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases and subsequent sales. General and administrative expenses and other owner specific costs such as impairment losses are eliminated because these costs are also in large part specific to the ownership structure and timing of purchases of the owner. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our office properties as well as trends in occupancy rates, rental rates and operating costs.

  However, the usefulness of Property Operating Results is limited because it excludes general and administrative costs, interest expense, interest income, depreciation and amortization expense and gains or losses from the sale of properties, changes in value in our real estate properties that result from use or permanent impairment to carrying costs as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. Property Operating Results may fail to capture significant trends in these components of net income which further limits its usefulness.
 
  Property Operating Results is a measure of the operating performance of our office properties but does not measure our performance as a whole. Property Operating Results is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the components of net income that are eliminated in the calculation of Property Operating Results. Other companies may use different methods for calculating Property Operating Results or similarly entitled measures and, accordingly, our Property Operating Results may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.

The following is a reconciliation of Property Operating Results to net income computed in accordance with GAAP (in thousands):

                           
Year Ended December 31,

2004 2003 2002



Net Income
  $ 73,775     $ 58,509     $ 70,175  
Add:
                       
 
General and administrative expense
    19,503       16,931       12,581  
 
Interest expense
    88,856       93,093       87,827  
 
Depreciation and amortization
    121,687       111,952       100,317  
 
Minority interest
    5,255       5,375       5,816  
 
Interest and other loss
    508       401        
 
Impairment on investment in securities
    2,700              
Less:
                       
 
Interest and other income
                (2,063 )
 
Gain on sale of discontinued properties
    (30,473 )     (5,937 )      
 
Discontinued operations, net of minority interest
    (6,253 )     (12,538 )     (15,570 )
 
Gain on sale of operating properties
                (1,967 )
     
     
     
 
Property Operating Results
  $ 275,558     $ 267,786     $ 257,116  
     
     
     
 

(2)  Consists of non-development/renovation properties classified as part of continuing and discontinued operations that were owned for the entirety of the periods presented.

Variances for Results of Operations

      Our Property Operating Results for the year ended December 31, 2004 compared to 2003 were primarily affected by our acquisitions and development activities since January 1, 2003.

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      As a result of these changes within our portfolio of properties since January 1, 2003, we do not believe the Property Operating Results presented above are comparable from period to period. Therefore, in the table above, we have also presented the Property Operating Results for our same property portfolio.

Revenue from Rental Operations

      Revenue from rental operations increased approximately $15.4 million, or 4%, for the year ended December 31, 2004 compared to 2003. This increase was primarily due to our December 2003 acquisition of a 101,000 square foot office property in San Diego County in December of 2003, revenues from our 6100 Center Drive development property which was placed in service during the second quarter of 2004, two office properties acquired in Los Angeles County in October of 2004 totaling approximately 391,000 square feet, an 0.8% point overall occupancy gain in 2004.

      Revenue from rental operations for the same store portfolio increased by approximately $3.4 million, or 1%, in 2004 as compared to 2003. The increase was due to an approximate $2.9 million increase in scheduled cash rents, a $2.9 million increase in other rental operations and a $1.6 million increase in parking income, all of which were partially offset by an approximate $3.7 million decrease in tenant reimbursements. The increase in scheduled cash rents was primarily attributable to scheduled rent increases in existing leases and by the 0.7% increase in average occupancy for these properties. Other rental operations increased primarily due to higher lease termination fees in 2004 and lower bad debt expense as a result of a reduced level of defaults in 2004. Parking income increased in 2004 primarily due to an increase in occupancy in 2004 and higher special event parking. Tenant reimbursements decreased primarily due to the resetting of base years for new leases in 2004.

Property Expenses

      Property expenses increased approximately $7.7 million, or 6%, for the year ended December 31, 2004 compared to 2003. This increase was partially due to our acquisition and development activities, gains in occupancy and increases in operating expenses for the same property portfolio described below.

      Property expenses for the same store portfolio increased by approximately $3.9 million, or 3%, in 2004 as compared to 2003. The increase was primarily due to an approximate $2.9 million increase in repairs and maintenance, a $1.6 million increase in real estate taxes and a $1.3 million increase in property administrative expenses, all of which were partially offset by a $1.2 million decrease in utilities expense and a $0.5 million decrease in insurance expense. The increase in repairs and maintenance expense was primarily due to higher costs for contracted services and the timing of certain projects. The increase in real estate taxes was primarily due to the timing of reassessments and property tax refunds received in 2003 as well as new property tax measures implemented in Los Angeles County. The increase in property administrative expense was primarily due to higher employee compensation costs and higher property legal expenses. The decrease in utilities expense was primarily due to lower than anticipated usage in 2004 as a result of a mild summer, partially offset by an increase in occupancy. The decrease in insurance expense was primarily due to lower premiums on a new insurance policy which began in March 2004.

General and Administrative

      General and administrative expenses increased approximately $2.6 million in 2004 as compared to 2003. This increase was primarily related to higher personnel costs associated with annual merit increases, non-cash compensation expense associated with restricted stock grants issued in 2004 and 2003 and Section 404 implementation costs in 2004.

Interest Expense

      Interest expense decreased approximately $4.2 million, or 5%, in 2004 as compared to 2003. This decrease was primarily due to a lower cost of debt in 2004 due to the refinancing of a $175 million, 7.52% secured loan with proceeds from property dispositions and from the issuance of $200 million, 5.20% (5.45% effective rate) unsecured senior notes in August 2004, partially offset by lower capitalized interest in 2004. Capitalized interest was lower in 2004 as we stopped capitalizing interest on our 6100 Center Drive development property in May 2003.

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Depreciation and Amortization

      Depreciation and amortization expense increased by approximately $9.7 million, or 9%, in 2004 as compared to 2003. The increase was primarily due to depreciation related to a property acquired in December 2003, two properties acquired in October 2004, a development property place in service in the second quarter of 2004 and depreciation related to capital expenditures, tenant improvements and leasing commissions placed in service in 2003 and 2004.

Discontinued Operations

      Financial Accounting Standards No. 144, (SFAS 144), requires, among other things, that the operating results of real estate properties classified as held for disposition subsequent to January 1, 2002 be included in discontinued operations in the statements of income for all periods presented.

      The results of operations for the properties disposed of or held for disposition during the years ended December 31, 2004 and 2003 are as follows (in thousands, except number of properties):

                                   
Year Ended
December 31,

Percent
2004 2003 Change Change




Discontinued Operations:
                               
 
Revenues
  $ 20,533     $ 33,794     $ (13,261 )     (39 )%
 
Property operating expenses
    7,781       11,711       (3,930 )     (34 )
     
     
     
     
 
      12,752       22,083       (9,331 )     (42 )
 
Depreciation and amortization
    4,895       8,372       (3,477 )     (42 )
 
Interest expense
    659       674       (15 )     (2 )
 
Interest and other income
    (2 )           (2 )     100  
 
Minority interest
    947       499       448       90  
     
     
     
     
 
 
Discontinued operations, net of minority interest
  $ 6,253     $ 12,538     $ (6,285 )     (50 )%
     
     
     
     
 
 
Gain on sale of discontinued properties
  $ 30,473     $ 5,937     $ 24,536       413 %
     
     
     
     
 
 
Properties sold
    12       8                  
 
Properties held for disposition at end of period
    1       2                  

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Comparison of the year ended December 31, 2003 to the year ended December 31, 2002

(in thousands, except number of properties and percentages)
                                     
Year Ended December 31,

Percent
2003 2002 Change Change




Revenue from rental operations:
                               
 
Scheduled cash rents
  $ 339,009     $ 320,505     $ 18,504       6 %
 
Straight-line rents
    915       4,629       (3,714 )     (80 )
 
Tenant reimbursements
    23,355       21,161       2,194       10  
 
Parking, net of expense
    21,635       20,350       1,285       6  
 
Other rental operations
    8,851       7,490       1,361       18  
     
     
     
     
 
   
Total revenue from rental operations
    393,765       374,135       19,630       5  
     
     
     
     
 
Property expenses:
                               
 
Repairs and maintenance
    40,738       35,294       5,444       15  
 
Utilities
    32,497       32,338       159       0  
 
Real estate taxes
    28,156       27,290       866       3  
 
Insurance
    7,909       7,291       618       8  
 
Ground rent
    961       895       66       7  
 
Administrative
    15,718       13,911       1,807       13  
     
     
     
     
 
   
Total property expenses
    125,979       117,019       8,960       8  
     
     
     
     
 
Property operating results(1)
    267,786       257,116       10,670       4  
 
General and administrative
    16,931       12,581       4,350       35  
 
Interest
    93,093       87,827       5,266       6  
 
Depreciation and amortization
    111,952       100,317       11,635       12  
 
Interest and other loss (income)
    401       (2,063 )     (2,464 )     (119 )
     
     
     
     
 
 
Income from continuing operations before gain on sale of properties and minority interest
  $ 45,409     $ 58,454     $ (13,045 )     (22 )%
     
     
     
     
 
 
Discontinued operations, net of minority interest
  $ 12,538     $ 15,570     $ (3,032 )     (19 )%
     
     
     
     
 
Number of properties:
                               
 
Acquired during period
    1       5                  
 
Completed and placed in service during period
          1                  
 
Disposed of during period
    (8 )     (3 )                
 
Owned at end of period
    129 (2)     136                  
Net rentable square feet:
                               
 
Acquired during period
    101       803                  
 
Completed and placed in service during period
          287                  
 
Disposed of during period
    (597 )     (205 )                
 
Owned at end of period
    18,636 (2)     19,132                  
Same Store Portfolio(3):
                               
 
Revenue from rental operations
  $ 391,960     $ 386,826     $ 5,134       1 %
 
Property expenses
    126,041       121,112       4,929       4  
     
     
     
     
 
    $ 265,919     $ 265,714     $ 205       %
     
     
     
     
 
 
Straight-line rents
  $ 721     $ 4,312                  
     
     
                 
 
Number of properties
    122       122                  
 
Average occupancy
    90.2 %     91.3 %                
 
Net rentable square feet
    17,444       17,444                  

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(1)  The components outlined above comprise our Property Operating Results. Property Operating Results is a non-GAAP measure of performance. Property Operating Results is used by investors and our management to evaluate and compare the performance of our office properties and to determine trends in earnings. Property Operating Results is also employed by investors as one of the components used to estimate the value of our properties. Property Operating Results is used for the purposes noted above because it is not affected by (1) the cost of funds of the property owner, (2) the impact of depreciation and amortization expense as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with Generally Accepted Accounting Principles, or GAAP or (3) general and administrative expenses and other specific costs such as permanent impairments to carrying costs. The cost of funds is eliminated from net income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital, which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased in value as a result of changes in overall economic conditions as well as the actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly timed purchases and subsequent sales. General and administrative expenses and other owner specific costs such as impairment losses are eliminated because these costs are also in large part specific to the ownership structure and timing of purchases of the owner. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our office properties as well as trends in occupancy rates, rental rates and operating costs.
 
     However, the usefulness of Property Operating Results is limited because it excludes general and administrative costs, interest expense, interest income, depreciation and amortization expense and gains or losses from the sale of properties, changes in value in our real estate properties that result from use or permanent impairment to carrying costs as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. Property Operating Results may fail to capture significant trends in these components of net income which further limits its usefulness.
 
     Property Operating Results is a measure of the operating performance of our office properties but does not measure our performance as a whole. Property Operating Results is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the components of net income that are eliminated in the calculation of Property Operating Results. Other companies may use different methods for calculating Property Operating Results or similarly entitled measures and, accordingly, our Property Operating Results may not be comparable to similarly entitled measures reported by other companies that do not define the measure exactly as we do.
 
     The following is a reconciliation of Property Operating Results to net income computed in accordance with GAAP (in thousands):

                           
2003 2002 2001



Net Income
  $ 58,509     $ 70,175     $ 97,759  
Add:
                       
 
General and administrative expense
    16,931       12,581       11,496  
 
Interest expense
    93,093       87,827       85,949  
 
Depreciation and amortization
    111,952       100,317       92,613  
 
Interest and other loss
    401              
 
Minority interest
    5,375       5,816       7,046  
Less:
                       
 
Interest and other income
          (2,063 )     (2,135 )
 
Discontinued operations, net of minority interest
    (12,538 )     (15,570 )     (15,719 )
 
Gain on sale of discontinued properties
    (5,937 )            
 
Gain on sale of operating properties
          (1,967 )     (4,591 )
     
     
     
 
Property Operating Results
  $ 267,786     $ 257,116     $ 272,418  
     
     
     
 

(2)  Excludes one development property containing approximately 283,000 net rentable square feet under lease-up.
 
(3)  Consists of non-development/renovation properties classified as part of continuing and discontinued operations that were owned for the entirety of the periods presented.

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Variances for Results of Operations

      Our Property Operating Results for the year ended December 31, 2003 compared to 2002 were primarily affected by our acquisitions and development activities since January 1, 2002.

      As a result of these changes within our portfolio of properties since January 1, 2002, we do not believe the Property Operating Results presented above are comparable from period to period. Therefore, in the table above, we have also presented the Property Operating Results for our same property portfolio.

Revenue from Rental Operations

      Revenue from rental operations increased approximately $19.6 million, or 5%, for the year ended December 31, 2003 compared to 2002. This increase was primarily due to our August 2002 acquisitions of a 430,00 square foot office property in Los Angeles County and four office properties in San Diego County totaling approximately 370,000 square feet and a December 2003 acquisition of a 101,000 square foot office property in San Diego County and the placement in service of our 6080 Center Drive development property in December of 2002.

      Revenue from rental operations for the same store portfolio increased by approximately $5.1 million, or 1%, in 2003 as compared to 2002. The increase was due to an approximate $6.0 million increase in scheduled cash rents, a $2.3 million increase in tenant reimbursements and a $0.9 million increased in parking income, all of which were partially offset by an approximate $3.6 million decrease in straight-line rents and a $0.5 million decrease in other rental operations. The increase in scheduled cash rents was primarily attributable to scheduled rent increases in existing leases that were partially offset by the 1.1% decrease in average occupancy for these properties. Tenant reimbursement increased primarily due to recovery billings for higher operating expenses in 2003 as discussed below. Parking income increased primarily due to an increase in demand for monthly parking in 2003 in some of our buildings. Straight-line rents decreased primarily due to the decline in occupancy and the scheduled reversal of straight-line rents for certain older leases. Other rental operations decreased primarily due to decreases in lease termination settlements in 2003.

Property Expenses

      Property expenses increased approximately $9.0 million, or 8%, for the year ended December 31, 2003 compared to 2002. This increase was partially due our acquisition and development activities described above.

      Property expenses for the same store portfolio increased by approximately $4.9 million, or 4%, in 2003 as compared to 2002. The increase was primarily due to an approximate $3.6 million increase in repairs and maintenance, a $1.6 million increase in property administrative expenses and a $0.4 million increase in insurance expense, partially offset by a $0.8 million decrease in real estate taxes. The increase in repairs and maintenance expense was primarily due to higher contractual costs for janitorial and other contract services as well as the timing of certain projects. The increase in property administrative expense was primarily due to higher employee compensation costs, higher property legal expenses and costs associated with training programs implemented in 2003. The increase in insurance expense was due to increases in industry-wide rates and premiums related to a $100 million terrorism insurance policy entered into in the second quarter of 2002. Real estate taxes decreased due to the timing of final reassessments of some properties in 2002.

General and Administrative

      General and administrative expenses increased approximately $4.4 million or, 35% in 2003 as compared to 2002. This increase was primarily due to employee compensation costs, including employee separation costs in the current year and non-cash compensation costs associated with annual restricted stock grants issued in 2003 as well as higher corporate governance costs in 2003.

Interest Expense

      Interest expense increased approximately $5.3 million, or 6%, in 2003 as compared to 2002. This increase was primarily due to an increase in borrowings in the last half of 2002 for property acquisitions, lower interest capitalized in 2003 and costs associated with interest rate swaps entered into at the end of 2002 to fix

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approximately $175 million of floating rate debt. Capitalized interest in 2003 was lower as we ceased capitalizing interest on our 6100 Center Drive property in May 2003.

Depreciation and Amortization

      Depreciation and amortization expense increased by approximately $11.6 million, or 12%, in 2003 as compared to 2002. The increase was primarily due to depreciation related to five properties acquired in August 2002, the placement in service of our 6080 Center Drive development property in the fourth quarter of 2002 and depreciation related to capital expenditures, tenant improvements and leasing commissions placed in service in 2002 and 2003.

Interest and Other Loss (Income)

      Interest and other loss (income) decreased by approximately $2.5 million, or 119%, in 2003 as compared to 2002, primarily due to the repayment by the borrower of a $13.7 million mortgage note receivable in the fourth quarter of 2002 and the reclassification of the operating results for Next>edge, our taxable REIT subsidiary that provides energy consulting services, into interest and other income for the years ended December 31, 2003 and 2002.

Discontinued Operations

      SFAS 144, effective January 1, 2002, requires, among other things, that the operating results of real estate properties classified as held for disposition subsequent to January 1, 2002 be included in discontinued operations in the statements of income for all periods presented.

      The results of operations for the properties disposed of or held for disposition during the years ended December 31, 2003 and 2002 are as follows (in thousands, except number of properties):

                                   
Year Ended
December 31,

Percent
2003 2002 Change Change




Discontinued Operations:
                               
 
Revenues
  $ 33,794     $ 41,978     $ (8,184 )     (19 )%
 
Property operating expenses
    11,711       14,199       (2,488 )     (18 )
     
     
     
     
 
      22,083       27,779       (5,696 )     (21 )
 
Depreciation and amortization
    8,372       11,100       (2,728 )     (25 )
 
Interest expense
    674       689       (15 )     (2 )
 
Minority interest
    499       420       79       19  
     
     
     
     
 
 
Discontinued operations, net of minority interest
  $ 12,538     $ 15,570     $ (3,032 )     (19 )%
     
     
     
     
 
 
Gain on sale of discontinued properties
  $ 5,937     $     $ 5,937       100 %
     
     
     
     
 
Properties sold
    8       3                  
Properties held for disposition at end of period
    2       1                  

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Liquidity and Capital Resources

 
Cash Flows

      Cash provided by operating activities increased by approximately $3.4 million to $184.9 million in 2004 as compared to $181.5 million in 2003. This increase was primarily due to lower financing costs in 2004 as a result of a $175 million 7.52% loan and a $50 million, 8.675% preferred equity issuance that were refinanced at lower carrying costs. In addition, our cash flow from operations was affected by the timing of our acquisitions and dispositions in 2004. Although during 2004 we had net property sales, $126 million of our $204.8 million in dispositions occurred in December of 2004.

      Cash used in investing activities decreased by approximately $9.2 million to $11.2 million in 2004 as compared to $20.4 million in 2003. The decrease was primarily due to higher net selling activities in 2004. In 2004, our cash flow used in investing activities was also affected by a higher level of tenant improvement and leasing commission expenditures as a result of approximately 485,000 square feet of additional leasing completed in 2004 over 2003.

      Cash used in financing activities increased by approximately $4.8 million to $165.3 million in 2004 as compared to $160.5 million in 2003. This increase was primarily due to higher net debt repayments in 2004 with proceeds generated from our capital recycling program.

 
Cash Balances and Available Borrowings

      As of December 31, 2004, we had approximately $27.8 million in cash and cash equivalents, including $14.8 million in restricted cash. Restricted cash consisted of $9.7 million in interest bearing cash deposits required by four of our mortgage loans and $5.1 million in cash impound accounts for real estate taxes and insurance as required by several of our mortgage loans.

      Through our Operating Partnership, we have access to a total of $330 million under two unsecured lines of credit. As of December 31, 2004, $121.5 million was outstanding and $208.5 million was available under these unsecured lines of credit.

 
Capital Recycling Program

      Under our capital recycling program, we evaluate our existing portfolio of properties and current market opportunities to determine if the sale or purchase of properties would improve the overall quality or return on invested capital of our existing portfolio. Proceeds from sales of properties may be used to pay down our borrowings until we identify attractive properties to purchase, renovate or develop. During 2004, we sold twelve properties totaling approximately 1.3 million square feet for approximately $204.8 million in gross sales proceeds. In October 2004, we acquired two office properties consisting of approximately 391,000 square feet for approximately $96.8 million. For additional information regarding the properties acquired and sold, see the accompanying notes to our financial statements elsewhere in this report.

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Debt Summary

      Following is a summary of scheduled principal payments for our total outstanding indebtedness as of December 31, 2004 (in thousands):

           
Year Amount


2005
  $ 216,871  
2006
    251,101  
2007
    158,035  
2008
    230,726  
2009
    112,291  
2010
    150,307  
2011
    200,538  
2012
    768  
2013
    845  
2014
    914  
Thereafter
    3,688  
     
 
 
Total
  $ 1,326,084  
     
 

      Following is other information related to our indebtedness as of December 31, 2004 (in thousands, except percentage and interest rate data):

          Unsecured and Secured Debt:

                                 
Weighted Average Weighted Average
Balance Percent Interest Rate(1) Maturity (in years)




(000’s)
Unsecured Debt
  $ 943,445       71 %     6.79 %     3.2  
Secured Debt
    382,639       29       7.16       3.8  
     
     
     
     
 
Total Debt
  $ 1,326,084       100 %     6.90       3.4  
     
     
     
     
 

          Floating and Fixed Rate Debt:

                                 
Weighted Average Weighted Average
Balance Percent Interest Rate(1) Maturity (in years)




(000’s)
Floating Rate Debt(2)
  $ 171,500       13 %     5.88 %     2.1  
Fixed Debt(3)
    1,154,584       87       7.05       3.5  
     
     
     
     
 
Total Debt
  $ 1,326,084       100 %     6.90 %     3.4  
     
     
     
     
 


(1)  Includes amortization of prepaid financing costs.
 
(2)  Includes $100 million of fixed rate debt that has been converted to floating rate through interest rate hedge agreements.
 
(3)  Includes $175 million of floating rate debt that has been fixed through interest rate hedge agreements.

          Interest Incurred:

                         
Year Ended December 31,

2004 2003 2002



Total interest incurred(1)
  $ 90,451     $ 96,263     $ 94,162  
Amount capitalized
    (936 )     (2,496 )     (5,646 )
     
     
     
 
Amount expensed(1)
  $ 89,515     $ 93,767     $ 88,516  
     
     
     
 


(1)  Includes interest expense for a property currently classified as “held for disposition”.

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Consolidated Income Available for Debt Service and Compliance with Principal Financial Covenants

      Consolidated Income Available for Debt Service is a non-GAAP measurement of our performance and liquidity. Consolidated Income Available for Debt Service is presented below because this data is used by investors and our management as a supplemental measure to (a) evaluate our operating performance and compare it to other real estate companies, (b) determine trends in earnings, (c) determine our ability to service debt and (d) determine our ability to fund future capital expenditure requirements. As discussed more fully below, Consolidated Income Available for Debt Service is also used in several financial covenants we are required to satisfy each quarter under the terms of our principal debt agreements.

      Consolidated Income Available for Debt Service permits investors and management to view income from our operations on an unleveraged basis before the effects of non-cash depreciation and amortization expense. By excluding interest expense, Consolidated Income Available for Debt Service measures our operating performance independent of our capital structure and indebtedness and, therefore, allows for a more meaningful comparison of our operating performance between quarters as well as annual periods and to compare our operating performance to that of other companies, and to more readily identify and evaluate trends in earnings.

      The usefulness of Consolidated Income Available for Debt Service is limited because it does not reflect interest expense, taxes, gains or losses on sales of property, losses on valuations of derivatives, asset impairment losses, cumulative effect of a change in accounting principle, extraordinary items as defined by GAAP and depreciation and amortization costs. These costs have been or may in the future be incurred by us, each of which affects or could effect our operating performance and ability to finance our investments at competitive borrowing costs, successfully maintain our REIT status, and acquire and dispose of real estate properties at favorable prices to us. Some of these costs also reflect changes in value in our properties that result from use or changes in market conditions and the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties. Due to the significance of the net income components excluded from Consolidated Income Available for Debt Service, this measure should not be considered an alternative to (and should be considered in conjunction with) net income, cash flow from operations, and other performance or liquidity measures prescribed by GAAP. This measure should also be analyzed in conjunction with discussions elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the items eliminated in the calculation of Consolidated Income Available for Debt Service.

      The reader is cautioned that Consolidated Income Available for Debt Service, as calculated by us, may not be comparable to similar measures reported by other companies (under names such as or similar to Consolidated Income Available for Debt Service, EBITDA or adjusted EBITDA) that do not define this measure exactly the same as we do.

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      We calculate Consolidated Income Available for Debt Service as follows:

                                           
Year Ended December 31,

2004 2003 2002 2001 2000





Net cash provided by operating activities
  $ 184,907     $ 181,482     $ 199,922     $ 204,667     $ 192,152  
Add:
                                       
 
Interest expense
    88,856       93,093       87,827       85,949       78,495  
 
Interest expense from discontinued operations
    659       674       689       (1,754 )     (89 )
 
Gain on repayment on mortgage note receivable
                750              
Less:
                                       
 
Amortization of loan costs and fees
    (3,801 )     (3,972 )     (3,807 )     (3,568 )     (3,568 )
 
Straight-line rent
    (1,841 )     (1,732 )     (5,465 )     (9,208 )     (8,077 )
Changes in operating assets and liabilities:
                                       
 
Rent and other receivables
    2,265       771       (6,768 )     (3,775 )     1,080  
 
Deferred rent
    1,015       557       4,657       7,401       7,656  
 
Prepaid financing costs, expenses and other assets
    4,783       1,494       2,997       4,366       7,480  
 
Accounts payable and accrued expenses
    (3,338 )     2,365       (9,729 )     (4,388 )     (11,359 )
 
Security deposits
    (3,285 )     (1,676 )     (962 )     (213 )     (3,397 )
     
     
     
     
     
 
Consolidated Income Available for Debt Service
  $ 270,220     $ 273,056     $ 270,111     $ 279,477     $ 260,373  
     
     
     
     
     
 
                                           
Year Ended December 31,

2004 2003 2002 2001 2000





Net Income
  $ 73,775     $ 58,509     $ 70,175     $ 97,759     $ 96,710  
Add:
                                       
 
Interest expense
    88,856       93,093       87,827       85,949       78,495  
 
Interest expense from discontinued operations
    659       674       689       (1,754 )     (89 )
 
Depreciation and amortization
    121,687       111,952       100,317       92,613       78,672  
 
Minority interest
    5,255       5,375       5,816       7,046       7,158  
 
Minority interest from discontinued operations
    947       499       420       519       455  
 
Amortization of deferred compensation
    3,760       2,251       1,199       1,938       586  
 
Depreciation from discontinued operations
    4,895       8,372       11,100       9,206       8,595  
 
Impairment on investment in securities
    2,700                          
Less:
                                       
 
Gain on sale of discontinued properties
    (30,473 )     (5,937 )                  
 
Gain on sale of operating properties
                (1,967 )     (4,591 )     (2,132 )
 
Straight-line rent
    (1,841 )     (1,732 )     (5,465 )     (9,208 )     (8,077 )
     
     
     
     
     
 
Consolidated Income Available for Debt Service
  $ 270,220     $ 273,056     $ 270,111     $ 279,477     $ 260,373  
     
     
     
     
     
 

      Consolidated Income Available for Debt Service is also presented because it is used in ratios contained in the principal financial covenants of the Indenture governing our publicly traded senior unsecured notes and our Credit Agreement with a syndicate of banks led by Wells Fargo. As of December 31, 2004, our senior unsecured notes represented approximately 53% of our total outstanding debt and amounts outstanding under our Wells Fargo unsecured line of credit represented approximately 9% of our total outstanding debt. The Consolidated Income Available for Debt Service ratios and the other ratios reported below are part of financial covenants we are required to satisfy each fiscal quarter. We believe information about these ratios is useful to

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(1) confirm that we are in compliance with the financial covenants of our principal loan agreements, (2) evaluate our ability to service our debt, (3) evaluate our ability to fund future capital expenditures, and (4) compare our ratios to other real estate companies, including other REITs, that present the same ratios.

      If we were to fail to satisfy these financial covenants, we would be in default under the terms of the Indenture for the senior unsecured notes and/or the Wells Fargo Credit Agreement. A default under those agreements could accelerate the obligation to repay such debt and could cause us to be in default under our other debt agreements. Depending on the circumstances surrounding such acceleration, we might not be able to repay the debt on terms that are favorable to us, or at all, which could have a material adverse affect on our financial condition and our ability to raise capital in the future.

      The reader is cautioned that these ratios, as calculated by us, may not be comparable to similarly entitled ratios reported by other companies that do not calculate these ratios exactly the same as we do. These ratios should not be considered as alternatives to the ratio of earnings to fixed charges.

      The following table summarizes the principal ratios contained in the financial covenants of our senior unsecured notes and Wells Fargo unsecured line of credit as of December 31, 2004 (in thousands, except percentage and covenant ratio data):

           
Net investment in real estate
  $ 2,551,981  
Cash and cash equivalents
    13,040  
Restricted cash
    14,788  
Accumulated depreciation and amortization
    488,808  
     
 
 
Total Assets
  $ 3,068,617  
     
 
 
Total unencumbered assets
  $ 2,097,592  
     
 
Mortgage loans payable(1)
  $ 382,639  
Unsecured lines of credit
    121,500  
Unsecured term loan
    125,000  
Unsecured senior notes, net of discount
    696,945  
     
 
 
Total Outstanding Debt
  $ 1,326,084  
     
 
Consolidated Income Available for Debt Service(2)
  $ 270,220  
     
 
Interest incurred(2)
  $ 90,451  
Loan fee amortization(2)
    (3,332 )
     
 
Debt Service(2)
  $ 87,119  
     
 
                 
Senior Unsecured Notes Covenant Ratios Test Actual



Ratio of Consolidated Income Available for Debt Service to Debt Service
    Greater than 1.5       3.1  
Total Outstanding Debt/ Total Assets
    Less than 60%       43 %
Secured Debt/ Total Assets
    Less than 40%       12 %
Unencumbered Assets/ Unsecured Debt
    Greater than 150%       222 %
                 
Wells Fargo Unsecured Line of Credit Covenant Ratios Test Actual



Ratio of Consolidated Income Available for Debt Service to interest expense(3)
    Greater than 2.0       3.0  
Ratio of Consolidated Income Available for Debt Service to fixed charges(4)
    Greater than 1.75       2.2  


(1)  Represents 9 secured loans that are secured by 53 properties in our portfolio.
 
(2)  Represents amounts for the most recent four consecutive quarters. Loan fee amortization excludes discount amortization on senior unsecured notes.
 
(3)  Interest expense consists of interest expense plus capitalized interest and less amortization of loan fees and discounts.
 
(4)  Fixed charges consist of interest costs, whether expensed or capitalized, principal payments on all debt, an amount equal to $0.3125 per quarter multiplied by the weighted average gross leasable square feet of the portfolio at the end of the period and preferred unit distributions.

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Future Capital Resources

      Depending on market conditions, we may sell assets over the next twelve to twenty-four months and it is difficult to predict the actual period and amount of these potential asset sales. At the time of any such sales, depending on market conditions, sales proceeds may be placed into investments that we believe will generate higher long-term value, which may include development or redevelopment of office buildings, acquisitions of existing buildings or repurchases of our common stock. In addition, we expect to use a portion of any proceeds to pay down portions of our debt in order to maintain our conservative leverage and coverage ratios.

      We expect to continue meeting our short-term liquidity and capital requirements generally through net cash provided by operating activities, proceeds from our lines of credit or from asset sales. We believe that the net cash provided by operating activities, sales proceeds and short-term borrowings, if necessary, will continue to be sufficient to pay any distributions necessary to enable us to continue qualifying as a REIT. We also believe the foregoing sources of liquidity will be sufficient to fund our short-term liquidity needs over the next twelve months, including recurring non-revenue enhancing capital expenditures, tenant improvements and leasing commissions.

      We expect to meet our long-term liquidity and capital requirements such as scheduled principal repayments, development costs, property acquisitions, if any, and other non-recurring capital expenditures through net cash provided by operations, refinancing of existing indebtedness, proceeds from asset sales and/or the issuance of long-term debt and equity securities.

      Recurring non-revenue enhancing capital expenditures represent building improvements and leasing costs required to maintain current revenue. Recurring capital expenditures do not include immediate building improvements that were taken into consideration when underwriting the purchase of a building or which are being incurred to bring a building up to our operating standards or to reach stabilization. We consider a property to be stabilized when the property is at least 95% leased. Recurring capital expenditures consist primarily of replacement components such as new elevators, roof replacements and upgrade requirements required by new safety codes such as new fire-life-emergency systems.

      Non-recurring capital expenditures represent improvement costs incurred to improve a property to our operating standards or reach stabilization. These costs are normally taken into consideration during the underwriting process for a given property’s acquisition. Non-recurring capital expenditures include improvements such as new building expansion and renovation costs.

      We capitalize both recurring capital expenditures and non-recurring capital expenditures due to the probable benefit derived in future years from both non-recurring as well as recurring capital expenditures.

     Contractual Obligations

      As of December 31, 2004, we were subject to significant contractual payment obligations as described in the table below.

                                                           
Payments Due by Period

Total 2005 2006 2007 2008 2009 Thereafter







(in thousands)
Contractual Obligations:
                                                       
Long-term debt
                                                       
 
Mortgage debt
  $ 382,639     $ 7,436     $ 15,140     $ 8,710     $ 231,109     $ 112,674     $ 7,570  
 
Unsecured senior notes(1)
    700,000       200,000             150,000                   350,000  
 
Unsecured term loan
    125,000             125,000                          
Unsecured line of credit
    121,500       10,000       111,500                          
Ground leases
    118,306       1,815       1,840       1,865       1,865       1,865       109,056  
Operating leases
    18,340       2,020       2,020       2,020       2,020       2,020       8,240  
Capital commitments
    26,498       26,498                                
     
     
     
     
     
     
     
 
Total Contractual Obligations
  $ 1,492,283     $ 247,769     $ 255,500     $ 162,595     $ 234,994     $ 116,559     $ 474,866  
     
     
     
     
     
     
     
 


(1)  Excludes amortization of discount on unsecured senior notes.

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Funds From Operations

      The following table reflects the calculation of our funds from operations for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 (in thousands, except percentages):

                                           
Year Ended December 31,

2004 2003 2002 2001 2000





(in thousands, except ratio and per share amounts)
Funds from Operations(1)
                                       
 
Net income
  $ 73,775     $ 58,509     $ 70,175     $ 97,759     $ 96,710  
 
Depreciation and minority interest from discontinued operations
    5,842       8,871       11,520       9,725       9,050  
 
Gain on sale of discontinued properties
    (30,473 )     (5,937 )                  
 
Depreciation and amortization
    121,687       111,952       100,317       92,613       78,672  
 
Gain on sale of operating properties
                (1,967 )     (4,591 )     (2,132 )
 
Minority interest
    4,180 (2)     5,375       5,816       7,046       7,158  
 
Income allocated to Preferred Operating Partnership Units
    (3,234 )(2)     (4,312 )     (4,312 )     (4,312 )     (4,312 )
     
     
     
     
     
 
Funds from Operations(3)
    171,777       174,458       181,549       198,240       185,146  
 
Arden Realty’s percentage share(4)
    97.5 %     97.4 %     97.3 %     96.8 %     96.7 %
     
     
     
     
     
 
 
Arden Realty’s share of Funds from Operations
  $ 167,483     $ 169,922     $ 176,647     $ 191,896     $ 179,036  
     
     
     
     
     
 
 
Weighted average common shares and operating partnership units outstanding — Diluted
    67,415       65,513       66,098       66,132       65,759  
     
     
     
     
     
 


(1)  We believe that funds from operations, or FFO, is a useful supplemental measure of our operating performance. We compute FFO in accordance with standards established by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, in April 2002. The White Paper defines FFO as net income or loss computed in accordance with generally accepted accounting principles, or GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.

  We believe that FFO, by excluding depreciation costs, the gains or losses from the sale of operating real estate properties and the extraordinary items as defined by GAAP, provides an additional perspective on our operating results. However, because these excluded items have a real economic effect, FFO is a limited measure of performance.
 
  FFO captures trends in occupancy rates, rental rates and operating costs. FFO excludes depreciation and amortization costs and it does not capture the changes in value in our properties that result from use or changes in market conditions or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. Therefore, its ability to measure performance is limited.
 
  Because FFO excludes significant economic components of net income determined in accordance with GAAP, FFO should be used as an adjunct to net income and not as an alternative to net income. FFO should also not be used as an indicator of our financial performance, or as a substitute for cash flow from operating activities determined in accordance with GAAP or as a measure of our liquidity. FFO is not by itself indicative of funds available to fund our cash needs, including our ability to pay dividends or service our debt. Therefore, FFO only provides investors with an additional performance measure that when combined with measures computed in accordance with GAAP such as net income, cash flow from operating activities, investing activities and financing activities provides investors with an indication of our ability to service debt and to fund acquisitions and other expenditures.
 
  FFO is used by investors to compare our performance with other REITs. Other REITs may use different methods for calculating FFO and, accordingly, our FFO may not be comparable to other REITs.

(2)  Excludes approximately $1.1 million of original issuance costs expensed in conjunction with the redemption of our Preferred Operating Partnership Units on September 28, 2004.
 
(3)  Includes approximately $3.8 million, $2.2 million, $1.2 million, $1.9 million and $586,000 in non-cash compensation expense for the years ended December 31, 2004, 2003, 2002, 2001 and 2000, respectively.
 
(4)  Represents Arden Realty’s weighted average ownership percentage during the respective twelve month period.

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Current Economic Climate

      Our short and long-term liquidity, ability to refinance existing indebtedness, ability to issue long-term debt and equity securities at favorable rates and our dividend policy are significantly impacted by the operating results of our properties, all of which are located in Southern California. Our ability to lease available space and increase rates when leases expire is largely dependent on the demand for office space in the markets where our properties are located.

      The timing and extent of future changes in the national and local economy and their effects on our properties and results of operations are difficult to accurately predict. It is possible, however, that these national and regional issues may more directly affect us and our operating results in the future, making it more difficult for us to lease and renew available space, to increase or maintain rental rates as leases expire and to collect amounts due from our tenants. For additional information, see “Risk Factors — Lack of non-farm job growth in Southern California or a deterioration of the local and national economy will adversely affect our operating results,” “— The financial condition and solvency of our tenants may reduce our cash flow,” and “— Rising energy costs and power outages in California may have an adverse effect on our operations and revenue.”

 
ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk

      Market risk is the exposure or loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we are exposed is interest rate risk, which is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.

      In order to modify and manage the interest characteristics of our outstanding debt and limit the effects of interest rates on our operations, we may use a variety of financial instruments, including interest rate hedges, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks such as counter-party credit risk and legal enforceability of hedging contracts. We do not enter into any transactions for speculative or trading purposes. During 2004, we entered into $300 million of forward-starting interest rate hedge agreements effectively fixing the 10-year Treasury Rate at approximately 4.37% for borrowings that are anticipated to occur in 2005 to refinance some of our scheduled debt maturities. In October and November of 2003, we also entered into reverse interest rate hedge agreements to float $100 million of the fixed interest rate associated with the 7.00% senior unsecured notes due in November 2007. Under these reverse hedges, we will receive interest at a fixed rate of 7.00% and pay interest at a variable rate averaging the six-month LIBOR in arrears plus 3.10%.

      Some of our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevailing market rates of interest, such as LIBOR. Based on interest rates and outstanding balances as of December 31, 2004, a 1% increase in interest rates on our $171.5 million of floating rate debt, including $100 million in fixed rate debt swapped to floating through interest rate hedges, would decrease annual future earnings and cash flows by approximately $1.7 million and would not have an impact on the fair value of the floating rate debt. A 1% decrease in interest rates on our $171.5 million of floating rate debt would increase annual future earnings and cash flows by approximately $1.7 million and would not have an impact on the fair value of the floating rate debt. The weighted average interest rate on our floating debt as of December 31, 2004 was 5.88%.

      Our fixed rate debt, including $175.0 million in floating rate debt swapped to fixed through interest rate hedges, totaled $1,154.6 million as of December 31, 2004 with a weighted average interest rate of 7.05% and a total fair value of approximately $1,177.0 million. A 1% decrease in interest rates on our $1,154.6 million of fixed rate debt would increase its fair value by approximately $36.3 million and would not have an impact on annual future earnings and cash flows. A 1% increase in interest rates on our $1,154.6 million of fixed rate debt would decrease its fair value by approximately $34.4 million and would not have an impact of annual future earnings and cash flows.

      These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in that environment. Further, in the event of a change of this magnitude, we would consider taking

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actions to further mitigate our exposure to any such change. Due to the uncertainty of the specific actions that would be taken and their possible effects, however, this sensitivity analysis assumes no changes in our capital structure.

RISK FACTORS

      In addition to the other information contained or incorporated by reference in this Form 10-K, readers should carefully consider the following risk factors.

Real Estate Investment Risks

 
An inability to retain tenants or rent space upon lease expirations may adversely affect our revenues and our ability to service our debt.

      Through 2009, 2,625 leases, including month-to-month leases, comprising approximately 74% of our leased net rentable square footage and approximately 71% of our annualized base rents at December 31, 2004 are scheduled to expire as follows:

                         
Percentage of Percentage of
Aggregate Portfolio Aggregate Portfolio
Number of Leased Square Annualized Base
Year Leases Expiring Feet Rent




2005
    764       18.0 %     15.7 %
2006
    596       15.0 %     14.6 %
2007
    529       14.4 %     14.0 %
2008
    392       14.0 %     14.4 %
2009
    344       12.8 %     12.6 %

      If we are unable to promptly renew or relet leases for all or a substantial portion of this space, or if the rent upon renewal or reletting are significantly lower than expected, our cash flow and business could be adversely affected which would limit our ability to service our debt.

 
  Lack of non-farm job growth in Southern California or a deterioration of the local and national economy will adversely affect our operating results.

      All of our properties are located in Southern California. In 2004, the Southern California economy experienced a 0.8% increase in job growth representing approximately 55,000 non-farm jobs. We believe non-farm job growth to be a leading indicator of office demand for the region. During 2005, a total of approximately 3.0 million square feet of occupied space, representing approximately 18.0% of our total net rentable space, including month-to-month leases, will expire. Negative non-farm job growth in our submarkets or a deterioration of the local and/or national economy may result in a decline in occupancy and rental rates and may cause tenant concessions to increase and would most likely negatively affect our operating performance and property values.

 
  Competition affects occupancy levels, rents and cost of land which could adversely affect our revenues.

      Many office properties compete with our properties in attracting tenants to lease space. Some of the competing properties may be newer, better located or owned by parties better capitalized than we are. Although ownership of these competing properties is currently diversified among many different types of owners, from publicly traded companies and institutional investors to small enterprises and individual owners, and no one or group of owners currently dominate or significantly influence the market, consolidation of owners could create efficiencies and marketing advantages for the consolidated group that could adversely affect us. These competitive advantages, the number of competitors and the number of competitive commercial properties in a particular area could have a material adverse effect on the rents we can charge, our ability to lease space in our existing properties or at newly acquired or developed properties and the prices we have to pay for developable land.

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  The financial condition and solvency of our tenants may reduce our cash flow.

      Tenants may experience a downturn in their business which may cause them to miss rental payments when due or to seek the protection of bankruptcy laws, which could result in rejection and termination of their leases or a delay in recovering possession of their premises. Although we have not experienced material losses from tenant bankruptcies, we cannot assure you that tenants will not file for bankruptcy protection in the future or, if any tenants file, that they will affirm their leases and continue to make rental payments in a timely manner.

 
  Because real estate investments are illiquid, we may not be able to sell properties when appropriate.

      Equity real estate investments are relatively illiquid. That illiquidity may tend to limit our ability to sell properties promptly in response to changes in economic or other conditions. In addition, the Internal Revenue Code of 1986, as amended, may under specified circumstances impose a 100% prohibited transaction tax on the profits derived from our sale of properties held for fewer than four years, which could affect our ability to sell our properties.

 
  Rising energy costs and power outages in California may have an adverse effect on our operations and revenue.

      Problems associated with deregulation of the electric industry in California have resulted in significantly higher costs in some areas. All of our properties are currently located in areas served by utilities that either produce their own electricity, or that have procured long-term, fixed rate contracts with commercial electrical providers. While we have no information suggesting that any future service interruptions are expected, we believe that higher utility costs may continue as price increases are allowed by the California Public Utility Commission or other regulatory agencies.

      Approximately 26% of our buildings and 19% of the total rentable square footage of our portfolio are subject to leases that require our tenants to pay all utility costs. The remainder of our leases provide that tenants will reimburse us for utility costs in excess of a base year amount.

      Although we have not experienced any material losses resulting from electric deregulation, it is possible that some or all of our tenants will not fulfill their lease obligations and reimburse us for their share of any significant electric rate increases and that we will not be able to retain or replace our tenants if energy problems in California continue.

 
  Increases in taxes and regulatory compliance costs may reduce our revenue.

      Except for our triple net leases, we may not be able to pass all real estate tax increases through to some or all of our tenants. Therefore, any tax increases may adversely affect our cash flow and our ability to pay or refinance our debt obligations. Our properties are also subject to various federal, California and local regulatory requirements, such as requirements of the Americans with Disabilities Act, and California and local fire and life safety requirements. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We believe that our properties are currently in substantial compliance with these regulatory requirements. We cannot assure you, however, that these requirements will not be changed or that new requirements will not be imposed that would require significant unanticipated expenditures by us and could have an adverse effect on our cash flow, the amounts available for distributions and on our business.

 
  We may acquire properties through partnerships or joint ventures with third parties that could result in financial dependency and management conflicts.

      We may participate with other entities in property ownership through joint ventures or partnerships in the future. Depending on the characteristics and business objectives of the joint venture or partnership, we may

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not have voting control over the joint venture or partnership. Partnership or joint venture investments may, under certain circumstances, involve risks not otherwise present, including:

  •  our partners or co-venturers might become bankrupt;
 
  •  our partners or co-venturers might at any time have economic or other business interests or goals which are inconsistent with our business interests or goals; and
 
  •  our partners or co-venturers may be in a position to take action contrary to our instructions or requests contrary to our policies or objectives.

      Neither the partnership agreement of our Operating Partnership nor our governing documents prevent us from participating in joint ventures with our affiliates. Because a joint venture with an affiliate may not be negotiated in a traditional arm’s length transaction, terms of the joint venture may not be as favorable to us as we could obtain if we entered into a joint venture with an outside third party.

 
  We may not be able to successfully integrate or finance our acquisitions.

      As we acquire additional properties, we will be subject to risks associated with managing new properties, including building systems not operating as expected, delay in or failure to lease vacant space and tenants failing to renew leases as they expire. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing accounting systems and property management structure. We cannot assure you that we will be able to succeed with that integration or effectively manage additional properties or that newly acquired properties will perform as expected. Changing market conditions, including competition from other purchasers of suburban office properties, may diminish our opportunities for attractive additional acquisitions. Moreover, acquisition costs of a property may exceed original estimates, possibly making the property uneconomical.

 
  Our acquisitions and renovations may not perform as expected.

      Although we currently have no plans to significantly expand or renovate our properties, we may do so in the future. Expansion and renovation projects may inconvenience and displace existing tenants, require us to engage in time consuming up-front planning and engineering activities and expend capital, and require us to obtain various government and other approvals, the receipt of which cannot be assured. While our policies with respect to expansion and renovation activities are intended to limit some of the risks otherwise associated with these activities, we will nevertheless incur risks, including expenditures of funds on, and devotion of our time to, projects that may not be completed.

 
  Our development activities may be more expensive than anticipated and may not yield our anticipated results.

      We have preliminary architectural designs completed for an additional 475,000 net rentable square feet at the Howard Hughes Center in Los Angeles, California and have completed preliminary designs on a build-to-suit office building at our Long Beach Airport Business Park. We have entitlements for up to 600 hotel rooms at the Howard Hughes Center. We also have a 5-acre developable land parcel in Torrance, California that we are also marketing for a build-to-suit building. We do not intend to commence construction on any of these projects until development plans and budgets are finalized and build-to-suit tenant leases are signed with terms allowing us to achieve yields commensurate with each project’s development risk. We also intend to review, from time to time, other opportunities for developing and constructing office buildings and other commercial properties in accordance with our development and underwriting policies.

      We expect to finance our development activities over the next 24 months through net cash provided by operating activities, proceeds from asset sales, proceeds from our lines of credit or other secured borrowings.

      Risks associated with our development activities may include:

  •  abandonment of development opportunities due to a lack of financing or other reasons;
 
  •  construction costs of a property exceeding original estimates, possibly making the property uneconomical;

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  •  occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;
 
  •  construction and lease-up may not be completed on schedule, resulting in increased debt service expense and construction costs; and
 
  •  development activities would also be subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations.

 
  We are not subject to any limit on the amount or percentage of our assets that may be invested in any single property or any single geographic area.

      Our governing documents do not restrict the amount or percentage of our assets that we may invest in a single property or geographic area. All of our properties are currently in Southern California and we have no immediate plans to invest outside of Southern California. Although the overall Southern California economy is diverse and well balanced, the geographic concentration of our portfolio may make us more susceptible to changes affecting the Southern California economy and real estate markets or damages from regional events such as earthquakes.

 
  We may not be able to expand into new markets successfully.

      While our business is currently limited to the Southern California market, it is possible that we will in the future expand our business to new geographic markets. We will not initially possess the same level of familiarity with new markets outside of Southern California, which could adversely affect our ability to manage, lease, develop or acquire properties in new localities.

Financing Risks

 
  Our amount of debt could limit our operational flexibility or otherwise adversely affect our financial condition.

      As of December 31, 2004, we had total debt of approximately $1.3 billion, consisting of approximately $382.6 million in secured debt and approximately $943.4 million of unsecured debt. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

      Our indebtedness could:

  •  require us to dedicate a substantial portion of our cash flow to pay our debt, thereby reducing the availability of our cash flow to fund distributions, working capital, capital expenditures, acquisition and development activity and other business purposes;
 
  •  make it more difficult for us to satisfy our debt obligations;
 
  •  limit our ability to refinance our debt and obtain additional debt financing; and
 
  •  increase our vulnerability to general adverse economic and real estate industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and the real estate industry.

      Despite current indebtedness levels, we may still be able to incur substantially more debt in the future, which would increase the risks associated with our substantial leverage. Neither the partnership agreement of our Operating Partnership nor our governing documents limit the amount or the percentage of indebtedness that we may incur. We may borrow up to a maximum of $330 million under our two lines of credit. As of December 31, 2004, we had the ability to borrow an additional $208.5 million under these two lines of credit. If new debt is added to our current debt levels, the related risks that we now face could intensify and could increase the risk of default on our indebtedness.

 
  Scheduled debt payments could adversely affect our financial condition.

      Our cash flow could be insufficient to meet required payments of principal and interest when due. In addition, we may not be able to refinance existing indebtedness, which in virtually all cases requires substantial principal payments at maturity, and, if we can refinance, the terms of the refinancing might not be as favorable

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as the terms of our existing indebtedness. As of March 10, 2005, approximately $102.4 million of principal will be coming due over the next eighteen months. If principal payments cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow will not be sufficient in all years to repay all maturing debt and continue to service and repay our debt obligations.
 
Rises in interest rates could adversely affect our financial condition.

      An increase in prevailing interest rates would have an immediate effect on the interest rates charged on our variable rate debt which rise and fall upon changes in interest rates. At December 31, 2004, approximately 13% of our debt was variable rate debt. Increases in interest rates would also impact the refinancing of our fixed rate debt. If interest rates are higher when our fixed debt becomes due, we may be forced to borrow at the higher rates. If prevailing interest rates or other factors result in higher interest rates, the increased interest expense would adversely affect our cash flow and our ability to service our debt. As a protection against rising interest rates, we may enter into agreements such as interest rate hedges, caps, floors and other interest rate exchange contracts. These agreements, however, increase our risks as to the other parties to the agreements not performing or that the agreements could be unenforceable. During 2004, we entered into $300 million of forward-starting interest rate hedge agreements effectively fixing the 10-year Treasury Rate at approximately 4.37% for borrowings that are anticipated to occur in 2005 to refinance some of our scheduled debt maturities. In October and November of 2003, we also entered into reverse interest rate hedge agreements to float $100 million of the fixed interest rate associated with the 7.00% senior unsecured notes due in November 2007. Under these reverse hedges, we will receive interest at a fixed rate of 7.00% and pay interest at a variable rate averaging the six-month LIBOR in arrears plus 3.10%.

 
Many of our properties are subject to mortgage financing which could result in foreclosure if we are unable to pay or refinance the mortgages when due.

      We currently have outstanding four mortgage financings totaling approximately $365.3 million that are secured by 49 of our properties. The properties in each of these financings are fully cross-collateralized and cross-defaulted. To the extent two or more mortgages are cross-defaulted, a default in one mortgage will trigger a default in the other mortgages. The cross-defaults can give the lender a number of remedies depending on the circumstances such as the right to increase the interest rate, demand additional collateral, accelerate the maturity date of the mortgages or foreclose on and sell the properties. To the extent two or more mortgages are cross-collateralized, a default in one mortgage will allow the mortgage lender to foreclose upon and sell the properties that are not the primary collateral for the loan in default. Four additional properties are subject to single property mortgages totaling approximately $17.3 million at December 31, 2004. If we are unable to meet our obligations under these mortgages, we could be forced to pay higher interest rates or provide additional collateral or the properties subject to the mortgages could be foreclosed upon and sold, which could have a material adverse effect on us and our ability to pay or refinance our debt obligations.

Tax Risks

 
Our desire to qualify as a REIT restricts our ability to accumulate cash that might be used in future periods to make debt payments or to fund future growth.

      In order to qualify as a REIT and avoid federal income tax liability, we must distribute to our stockholders at least 90% of our net taxable income, excluding net capital gain, and to avoid income taxation, our distributions must not be less than 100% of our net taxable income, including capital gains. To avoid excise tax liability, our distributions to our stockholders for the year must exceed the sum of 85% of its ordinary income, 95% of its capital gain net income, and any undistributed taxable income from prior years. As a result of these distribution requirements, we do not expect to accumulate significant amounts of cash. Accordingly, these distributions could significantly reduce the cash available to us in subsequent periods to make payments on our debt obligations and to fund future growth.

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Our Operating Partnership intends to qualify as a partnership, but we cannot guarantee that it will qualify.

      Our Operating Partnership intends to qualify as a partnership for federal income tax purposes. However, if the Operating Partnership were a “publicly traded partnership,” it would be treated as a corporation instead of a partnership for federal income tax purposes unless at least 90% of its income is qualifying income as defined in the Internal Revenue Code. The income requirements applicable to REITs and the definition of “qualifying income” for purposes of this 90% test are similar in most respects. Qualifying income for the 90% test generally includes passive income, such as specified types of real property rents, dividends and interest. We believe that the Operating Partnership would meet this 90% test, but we cannot guarantee that it would. If the Operating Partnership were to be taxed as a corporation, it would incur substantial tax liabilities and we would fail to qualify as a REIT for federal income tax purposes.

 
We may suffer adverse tax consequences and be unable to attract capital if we fail to qualify as a REIT.

      We believe that since our taxable year ended December 31, 1996, we have been organized and operated, and intend to continue to operate, so as to qualify for taxation as a REIT under the Internal Revenue Code. Although we believe that we have been and will continue to be organized and have operated and will continue to operate so as to qualify for taxation as a REIT, we cannot assure you that we have been or will continue to be organized or operated in a manner so as to qualify or remain so qualified. For us to qualify as a REIT, we must satisfy numerous requirements established under highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations and tests regarding various factual matters and circumstances not entirely within our control. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Internal Revenue Code is greater in the case of a REIT, like us, that holds its assets through an investment in a partnership. No assurance can be given that legislation, new regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to our qualification as a REIT or the federal income tax consequences of qualification. We are, however, not aware of any pending legislation that would adversely affect our ability to qualify as a REIT. Our qualification and taxation as a REIT depends on our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership, the various qualification tests imposed under the Internal Revenue Code, the results of which have not been and will not be reviewed by our tax counsel.

      If we failed to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Moreover, unless entitled to relief under specific statutory provisions, we also would be disqualified as a REIT for the four taxable years following the year during which qualification was lost. If we were disqualified as a REIT, our ability to raise additional capital could be significantly impaired. This could reduce the funds we would have available to pay distributions to our stockholders and to service our debt.

      Even if we qualify for and maintain our REIT status, we will be subject to certain federal, state and local taxes on our income and property. For example, if we have net income from a prohibited transaction, specifically sales or other taxable dispositions of property held primarily for sale to customers in the ordinary course of business, that income will be subject to a 100% tax.

Other Risks

 
We are subject to agreements and policies that may deter change in control offers that might be attractive to our stockholders.

      Certain provisions of our charter and bylaws may delay, defer or prevent a third party from making offers to acquire us or assume control over us. For example, such provisions may:

  •  deter tender offers for our common stock, which offers may be attractive to the stockholders; and
 
  •  deter purchases of large blocks of common stock, thereby limiting the opportunity for stockholders to receive a premium for their common stock over then-prevailing market prices.

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      Our charter contains a provision designed to prevent a concentration of ownership among our stockholders that would cause us to fail to qualify as a REIT. Under the Internal Revenue Code, not more than 50% in value of our outstanding shares of common stock may be owned, actually or constructively, by five or fewer individuals, including specific kinds of entities, at any time during the last half of our taxable year. In addition, if we, or an owner of 10% or more of our common stock, actually or constructively owns 10% or more of a tenant of ours, or a tenant of any partnership in which we are a partner, the rent received by us from that tenant will not be qualifying income for purposes of the REIT gross income tests. In order to protect us against the risk of losing REIT status, the ownership limit included in our charter limits actual or constructive ownership of our outstanding shares of common stock by any single stockholder to 9.0%, by value or by number of shares, whichever is more restrictive, of the then outstanding shares of common stock. Actual or constructive ownership of shares of common stock in excess of the ownership limit will cause the violative transfer or ownership to be void with respect to the transferee or owner as to that number of shares in excess of the ownership limit and such shares will be automatically transferred to a trust for the exclusive benefit of one or more qualified charitable organizations. That transferee or owner will have no right to vote such shares or be entitled to dividends or other distributions with respect to such shares.

      Although our Board of Directors presently has no intention of doing so, except as described below, our Board of Directors could waive this restriction with respect to a particular stockholder if it were satisfied, based upon the advice of counsel or a ruling from the Internal Revenue Service, that ownership by such stockholder in excess of the ownership limit would not jeopardize our status as a REIT and our Board of Directors otherwise decided such action would be in our best interests. Our Board of Directors has waived our ownership limit with respect to Mr. Ziman, our Chairman and CEO, and certain family members and affiliates and has permitted these parties to actually and constructively own up to 13.0% of the outstanding shares of common stock.

      Our charter authorizes our Board of Directors to cause us to issue authorized but unissued shares of common stock or preferred stock and to reclassify any unissued shares of common stock or classify any unissued and reclassify any previously classified but unissued shares of preferred stock and, with respect to the preferred stock, to set the preferences, rights and other terms of such classified or unclassified shares. Although our Board of Directors has no such intention at the present time, it could establish a series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change in control that might involve a premium price for the common stock or otherwise be in the best interest of our stockholders.

      Our Board of Directors is divided into three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of directors will be elected by the stockholders. The staggered terms of directors may reduce the possibility of a tender offer or an attempt to change control even though a tender offer or change in control might be in the best interest of our stockholders.

 
Losses in excess of our insurance coverage or uninsured losses could adversely affect our cash flow.

      We carry comprehensive liability, fire, extended coverage, terrorism and rental loss insurance policies which currently cover all of our properties with specifications and insured limits that we believe are adequate and appropriate under the circumstances. Some losses, however, are generally not insured against because it is not economically feasible to do so. Should an uninsured loss or a loss in excess of insured limits occur, we could lose our capital invested in the property, as well as the anticipated future revenue from the property and, in the case of debt which is recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the property. Any loss would adversely affect our cash flow with respect to the property subject to the loss. Moreover, we would generally be liable for any unsatisfied obligations other than non-recourse obligations with respect to the property subject to the loss.

 
Lack of availability of insurance coverage for biological, chemical or nuclear terrorist attacks could adversely affect our financial condition.

      Our current terrorism insurance policy, which has been extended to March 2006 subject to the continuation of the Terrorism Risk Insurance Act of 2002 (TRIA), specifically excludes biological, chemical

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or nuclear terrorist acts. We have been notified by our insurance broker that in the aftermath of the September 11th attacks, insurance carriers will continue to exclude these types of attacks from terrorism insurance policies or offer coverage for biological, chemical or nuclear attacks coverages at prohibitive costs. Although we did not derive more than 3.6% of our 2004 net operating income from any one of the properties in our portfolio, a biological, chemical or nuclear terrorist attack damaging several of our properties or negatively impacting the financial condition of our tenants could materially deteriorate our operating results and overall financial condition.
 
An earthquake could adversely affect our business.

      All of our properties are located in Southern California which is a high risk geographical area for earthquakes. Depending upon its magnitude, an earthquake could severely damage our properties which would adversely affect our business. We maintain earthquake insurance for our properties and the resulting business interruption. We cannot assure you that our insurance will be sufficient if there is a major earthquake.

 
Our properties may be subject to environmental liabilities.

      Under federal, state and local environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at the property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner knew of or caused the presence of the contaminants, and the liability under these laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. These costs may be substantial, and the presence of these substances, or the failure to remediate the contamination on the property, may adversely affect the owner’s ability to sell or rent the property or to borrow against the property. Finally, third parties may have claims against the owner of the site based on damages and costs resulting from environmental contamination emanating from that site.

      Specific federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos-containing materials when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for release of asbestos-containing material and may provide for third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials. In connection with the ownership and operation of our properties, we may be potentially liable for those costs.

      In the past few years, independent environmental consultants have conducted or updated Phase I environmental assessments and other environmental investigations as appropriate at some of our properties. The environmental site assessments and investigations have identified 35 properties in our portfolio, representing approximately 35% of the total rentable square feet in the portfolio, affected by environmental concerns. These environmental concerns include properties that may be impacted by known or suspected (a) contamination caused by third party sources or (b) soil and/or groundwater contamination which has been remediated, and (c) those containing underground storage tanks or asbestos.

      Of these properties, two are believed to be affected by contamination caused by third party sources and also house an underground storage tank, two contain friable asbestos, twenty-three contain non-friable asbestos, and eight house underground storage tanks only. The properties affected by contamination are primarily affected by petroleum and solvent substances, and in each case a third party has indemnified us for any and all problems associated with this contamination. With regard to those properties affected by asbestos, asbestos does not pose a health hazard if it is not disturbed in such a way to cause an airborne release of asbestos. Asbestos is friable when it can be crumbled, pulverized or reduced to powder by hand pressure, and non-friable when hand pressure cannot release encapsulated asbestos fibers. Friable asbestos is more likely to be released into the air than non-friable asbestos. We manage all asbestos in ways that minimize its potential to become airborne or otherwise threaten human health. Regarding underground storage tanks, subsurface leakage of the materials contained within the tank constitutes the primary risk posed by these devices. There are no known UST-related violations or outstanding compliance issues with regulatory agencies. We have also

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implemented a program to ensure appropriate double-wall construction, testing protocols, placement of tanks within bermed areas, and the installation of leak and spill detection equipment at relevant sites.

      Environmental site assessments and investigations completed to date have not, however, revealed any environmental liability that we believe would have a material adverse effect on our business, assets or results of operations taken as a whole, nor are we aware of any material environmental liability. Nevertheless, it is possible that our environmental site assessments do not reveal all environmental liabilities or that there are material environmental liabilities of which we are unaware.

      We believe that our properties are in compliance in all material respects with all federal, state and local laws regarding hazardous or toxic substances or petroleum products, except as noted above. We have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to hazardous or toxic substances or petroleum products in connection with any of our present properties, other than as noted above. It is possible that future laws will impose material environmental liabilities on us and that the current environmental condition of our properties will be affected by tenants, by the condition of land or operations in the vicinity of our properties, such as the presence of underground storage tanks, or by third parties unrelated to us.

 
We may incur increased costs as a result of enacted and proposed changes in laws and regulations.

      Enacted and proposed changes in the law and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules proposed by the SEC and by the New York Stock Exchange has resulted in significant increased compliance costs to us as we evaluate the implications of any new rules and comply to their requirements. The new rules could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. The compliance with and the provisions of the Sarbanes-Oxley Act in future years will result in significant continuing costs to us.

 
ITEM 8. Financial Statements and Supplementary Data

      The financial statements and supplementary data required by Regulation S-X are included in this Report on Form 10-K commencing on page F-1.

      The Board of Directors and Shareholders of Arden Realty, Inc.

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Arden Realty, Inc. maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Arden Realty, Inc.’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      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;

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(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.

      In our opinion, management’s assessment that Arden Realty, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Arden Realty, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2004 and 2003 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004 of Arden Realty, Inc. and our report dated March 10, 2005 expressed an unqualified opinion thereon.

  Ernst & Young LLP

Los Angeles, California

March 10, 2005

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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

 
ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

      We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by Arden Realty, Inc., including its consolidated entities, in its reports under the Securities and Exchange Act of 1934, as amended (the “Act”) is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

      As of and for the year ended December 31, 2004, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

      Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the board of directors, management and other personnel 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. 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; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

      Management is responsible for establishing and maintaining adequate internal control over financial reporting. Arden Realty, Inc.’s internal control over financial reporting is supported by written policies and procedures and by an appropriate segregation of responsibilities and duties. Arden Realty, Inc. has used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess its internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting is operating effectively as of December 31, 2004. Ernst & Young LLP has audited Arden Realty, Inc.’s financial statements and has issued an attestation report on management’s assessment of internal control over financial reporting.

      Submitted on March 10, 2005

 
ITEM 9B. Other Information

      None.

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PART III

      The information required by Part III is incorporated by reference from our definitive proxy statement for our 2005 Annual Meeting of Stockholders.

 
ITEM 10. Directors and Executive Officers of the Registrant

      The information contained in the sections captioned “Proposal I; Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of the definitive proxy statement is incorporated herein by reference.

 
ITEM 11. Executive Compensation

      The information contained in the section captioned “Executive Compensation” of the definitive proxy statement is incorporated herein by reference.

 
ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Equity Compensation Plan Information

      The following table provides information as of December 31, 2004 with respect to shares of our common stock that may be issued under our existing equity compensation plans (in thousands, except per share amounts):

                         
Number of shares of Number of shares of common stock
common stock to be issued Weighted-average exercise remaining available for future
upon exercise of price of outstanding issuance under equity compensation
outstanding options, options, warrants and plans (excluding shares reflected in
Plan Category warrants and rights rights column (a))(1)




(a) (b) (c)
Equity Compensation plans approved by shareholders
    1,556     $ 25.11       542  
Equity Compensation plans not approved by shareholders
    80 (2)     24.13        
     
     
     
 
Total
    1,636     $ 25.06       542  
     
     
     
 


(1)  Includes shares available for issuance under restricted stock grants.
 
(2)  On October 15, 1997, 10,000 options with an exercise price of $32.25, on December 15, 1998, 40,000 options with an exercise price of $22.50, and on November 30, 1999, 10,000 options with an exercise price of $19.25 were granted to each of our non-employee directors: Carl D. Covitz, Larry S. Flax, Steven C. Good and Kenneth B. Roath; Peter S. Gold participated only in the 1998 and 1999 grants. All of these options were granted with an exercise price equal to fair market value on the date of grant, vest during the non-employee directors’ continued service with Arden over a three-year period, with one third of the options vesting on each anniversary of the grant date and expire ten years from the anniversary of the grant date, subject to earlier termination upon the happening of certain events. From these grants, Mr. Roath and Mr. Good exercised 50,000 and 40,000 options, respectively, during 2003. In addition, Mr. Roath forfeited 10,000 options upon his retirement in 2003. Mr. Covitz, Mr. Flax and Mr. Good exercised 50,000, 40,000 and 20,000 options, respectively, during 2004.

     The other information contained in the section captioned “Security Ownership of Principal Stockholders and Management” of the definitive proxy statement is incorporated herein by reference.

 
ITEM 13. Certain Relationships and Related Transactions

      The information contained in the section captioned “Certain Relationships and Related Transactions” of the definitive proxy statement is incorporated herein by reference.

 
ITEM 14. Principal Accountant Fees and Services

      The information contained in the section captioned “Proposal 2: Ratification of Appointment of Independent Auditors” of the definitive proxy statement is incorporated herein by reference.

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PART IV

 
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Financial Statements

      The following consolidated financial information is included as a separate section of this Annual Report on Form 10-K:

         
Page No.

Report of Independent Auditors
    F-1  
Consolidated Balance Sheets as of December 31, 2004 and 2003
    F-2  
Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002
    F-3  
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002
    F-4  
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
    F-5  
Notes to Financial Statements
    F-6  

      All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.

(b) Reports on Form 8-K

      Form 8-K filed on November 4, 2004, furnishing a press release announcing the registrant’s earnings for the third quarter of 2004 (Item 12).

(c) Exhibits

             
Exhibit
Number Description


  3 .1*       Amended and Restated Articles of Incorporation as filed as an exhibit to Arden Realty’s registration statement on Form S-11 (No. 333-08163).
  3 .2*       Articles Supplementary of Class A Junior Participating Preferred Stock as filed as an exhibit to the current report on Form 8-K, dated August 26, 1998.
  3 .3*       Articles Supplementary of the 8 5/8 Series B Cumulative Redeemable Preferred Stock dated September 7, 1999, filed as an exhibit to Arden Realty’s annual report on Form 10-K dated March 27, 2000.
  3 .4*       Bylaws of Registrant as filed as an exhibit to Arden Realty’s registration statement on Form S-11 (No. 333-08163).
  3 .5*       Certificate of Amendment of the Bylaws of Arden Realty dated July 14, 1998, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q dated August 14, 1998.
  3 .6*       Certificate of Amendment of the Bylaws of Arden Realty dated March 17, 2000, filed as an exhibit on Arden Realty’s quarterly report on Form 10-Q dated May 11, 2000.
  4 .1*       Rights Agreement, dated August 14, 1998, between Arden Realty and The Bank of New York, as filed as an exhibit to Arden Realty’s current report on Form 8-K dated August 26, 1998.
  4 .2*       Indenture between Arden Realty Limited Partnership and The Bank of New York, as trustee, dated March 14, 2000 as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-35406).
  4 .3*       Form of Arden Realty Limited Partnership’s unsecured 8.875% senior note due 2005, dated March 17, 2000 filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-35406).
  4 .4*       Form of Arden Realty Limited Partnership’s unsecured 9.150% senior note due 2010, dated March 17, 2000 filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-35406).
  4 .5*       Form of Arden Realty Limited Partnership’s unsecured 8.50% senior note due 2010, dated November 20, 2000 as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-53376).

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Exhibit
Number Description


  4 .6*       Form of Arden Realty Limited Partnership’s 7.00% Note due 2007, dated November 9, 2002 as filed as an exhibit to Arden Realty Limited Partnership’s current report on Form 8-K filed on November 9, 2001.
  4 .7*       Officers’ certificate dated March 17, 2000 with respect to the terms of Arden Realty Limited Partnership’s 8.875% senior note due 2005 and 9.150% Senior Notes due 2010 as filed as an exhibit to Arden Realty’s annual report on Form 10-K filed on April 1, 2002.
  4 .8*       Officers’ certificate dated November 20, 2000 with respect to the terms of Arden Realty Limited Partnership’s 8.50% Senior Notes due 2010 as filed as an exhibit to Arden Realty’s annual report on Form 10-K filed on April 1, 2002.
  4 .9*       Officer’s certificate dated November 9, 2001 with respect to the terms of Arden Realty Limited Partnership’s 7.00% Note due 2007, filed as an exhibit to Arden Realty Limited Partnership’s current report on Form 8-K filed on November 9, 2001.
  4 .10*       Second Amendment to Rights Agreement, dated as of June 19, 2003, between Arden Realty and the Bank of New York, as filed as an exhibit to Arden Realty’s current report on From 8-K dated July 1, 2003.
  10 .1*^       1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership as filed as an exhibit to Arden Realty’s registration statement on Form S-11 (No. 333-08163).
  10 .2*^       Amendment Number 1 to the 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership as filed as an exhibit to Arden Realty’s Schedule 14A filed on June 23, 1998.
  10 .3*^       Form of Officers and Directors Indemnification Agreement as filed as an exhibit to Arden Realty’s registration statement on Form S-11 (No. 333-08163).
  10 .4*       Loan Agreement dated June 8, 1998 by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .5*       Mortgage Note, dated June 8, 1998 for $136,100,000 by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company, and Lehman Brothers Realty Corporation, a Delaware corporation. (Exhibit B. to Exhibit 10.4 above).
  10 .6*       Tenant Estoppel Certificate (Exhibit C. to Exhibit 10.4 above).
  10 .7*       Subordination, Non-Disturbance and Attornment Agreement (Exhibit D. to Exhibit 10.4 above).
  10 .8*       Deed of Trust, Assignment of Rents and Leases, Security Agreement, and Fixture Filing dated as of June 8, 1998 made by Arden Realty Finance III, L.L.C. as Grantor, to Commonwealth Land Title Company as Trustee for the benefit of Lehman Brothers Realty Corporation as Beneficiary, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .9*       Assignment of Leases and Rents dated June 8, 1998, by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation, its successors and assigns filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .10*       Collateral Assignment of Management Agreement and Subordination Agreement dated as of June 8, 1998 among Arden Realty Finance III, L.L.C., a Delaware limited liability company (“Borrower”), Lehman Brothers Realty Corporation, a Delaware corporation, (“Lender”), and Arden Realty Limited Partnership, a Maryland limited partnership (“Manager”), filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .11*       Security Agreement entered into as of June 8, 1998 by and between Arden Realty Finance III, L.L.C., a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.

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Exhibit
Number Description


  10 .12*       Environmental Indemnity Agreement dated June 8, 1998 by Arden Realty Finance III, L.L.C., a Delaware limited liability company, in favor of Lehman Brothers Realty Corporation, a Delaware corporation, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .13*       Letter Agreement dated June 8, 1998 between Lehman Brothers Realty Corporation, Arden Realty Finance III, L.L.C., Arden Realty and Arden Realty Limited Partnership, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .14*       Loan Agreement by and between Arden Realty Finance IV, LLC, a Delaware limited liability company and Lehman Brothers Realty Corporation, a Delaware corporation, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .15*       Mortgage Note, dated June 8, 1998 for $100,600,000 by and between Arden Realty Finance IV, L.L.C., a Delaware limited liability company (“Maker”), and Lehman Brothers Realty Corporation, a Delaware corporation (Exhibit B to Exhibit 10.14 above).
  10 .16*       Tenant Estoppel Certificate (Exhibit C. to Exhibit 10.14 above).
  10 .17*       Subordination, Non-Disturbance and Attornment Agreement (Exhibit D. to Exhibit 10.14 above).
  10 .18*       Deed of Trust, Assignment of Rents and Leases, Security Agreement, and Fixture Filing dated as of June 8, 1998 made by Arden Realty Finance IV, L.L.C. as Grantor, to Commonwealth Land Title Company as Trustee for the benefit of Lehman Brothers Realty Corporation as Beneficiary, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .19*       Assignment of Leases and Rents dated June 8, 1998, by and between Arden Realty Finance IV, L.L.C., a Delaware limited liability company (“Assignor”), and Lehman Brothers Realty Corporation, a Delaware corporation, its successors and assigns (“Assignee”), filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .20*       Collateral Assignment of Management Agreement and Subordination Agreement dated as of June 8, 1998 among Arden Realty Finance IV, L.L.C., a Delaware limited liability company (“Borrower”), Lehman Brothers Realty Corporation, a Delaware corporation, (“Lender”), and Arden Realty Limited Partnership, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .21*       Security Agreement entered into as of June 8, 1998 by and between Arden Realty Finance IV, L.L.C., a Delaware limited liability company (“Debtor”), and Lehman Brothers Realty Corporation, a Delaware corporation (“Secured Party”), filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .22*       Environmental Indemnity Agreement dated June 8, 1998 by Arden Realty Finance IV, L.L.C., a Delaware limited liability company (“Indemnitor”), in favor of Lehman Brothers Realty Corporation, a Delaware corporation (“Lender”), filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .23*       Letter Agreement dated June 8, 1998 between Lehman Brothers Realty Corporation, Arden Realty Finance IV, L.L.C., Arden Realty and Arden Realty Limited Partnership, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 14, 1998.
  10 .24*^       Amended and Restated Employment Agreement dated January 1, 1999, between Arden Realty and Mr. Robert Peddicord, filed as a exhibit to Arden Realty’s quarterly report on Form 10-Q filed on August 8, 2000.
  10 .25*       Miscellaneous Rights Agreement among Arden Realty, Arden Realty Limited Partnership, NAMIZ, Inc. and Mr. Ziman, filed as an exhibit to Arden Realty’s registration statement on Form S- 11 (No. 333-08163).
  10 .26*       Credit Facility documentation consisting of Second Amended and Restated Revolving Credit Agreement by and among Arden Realty Limited Partnership and a group of banks led by Wells Fargo Bank as filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed on May 12, 2000.

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Exhibit
Number Description


  10 .27*       Mortgage Financing documentation consisting of Loan Agreement by and between Arden Realty’s special purpose financing subsidiary and Lehman Brothers Realty Corporation (the Loan Agreement includes the Mortgage Note, Deed of Trust, and form of Tenant Estoppel Certificate and Agreement as exhibits) as filed as an exhibit to Arden Realty’s registration statement on Form S-11 (No. 333-30059).
  10 .28*       Promissory Note, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V, L.L.C. filed as an exhibit to Arden Realty’s current report on Form 8-K filed on April 20, 1999.
  10 .29*       Deed of Trust and Security Agreement, dated as of March 30, 1999, with Arden Realty Finance V, L.L.C. as the Trustor and Massachusetts Mutual Life Insurance Company as the Beneficiary filed as an exhibit to Arden Realty’s current report on Form  8-K filed on April 20, 1999.
  10 .30*       Assignment of Leases and Rents, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V, L.L.C. filed as an exhibit to Arden Realty’s current report on Form 8-K filed on April 20, 1999.
  10 .31*       Subordination of Management Agreement, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V. L.L.C. filed as an exhibit to Arden Realty’s current report on Form 8-K filed on April 20, 1999.
  10 .32*       Environmental Indemnification and Hold Harmless Agreement, dated as of March 30, 1999, between Massachusetts Mutual Life Insurance Company and Arden Realty Finance V, L.L.C. filed as an exhibit to Arden Realty’s current report on Form 8-K filed on April 20, 1999.
  10 .33*^       Amended and Restated Employment Agreement dated May 27, 1999, between Arden Realty and Mr. Randy J. Noblitt as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-53376).
  10 .34*^       Amended and Restated Employment Agreement dated July 27, 2000, by and between Arden Realty and Mr. Richard S. Ziman as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-53376).
  10 .35*^       Amended and Restated Employment Agreement dated July 27, 2000, by and between Arden Realty and Mr. Victor J. Coleman as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-4 (No. 333-53376).
  10 .36*^       Amendment to the 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership as filed as an exhibit to Arden Realty’s Schedule 14A filed on April 25, 2000.
  10 .37*^       Second Amended and Restated 1996 Stock Option and Incentive Plan of Arden Realty, Inc. and Arden Realty Limited Partnership dated September 20, 2001 as filed as an exhibit to Arden Realty, Inc.’s quarterly report on Form 10-Q filed on November 14, 2001.
  10 .38*^       Form of Promissory Note entered on July 19, 2001 and September 28, 2001 between Arden Realty Limited Partnership and Andrew Sobel and Robert Peddicord, respectively, as filed as an exhibit to Arden Realty Limited Partnership’s quarterly report on Form 10-Q filed on November 14, 2001.
  10 .39*^       Amended and Restated Employment Agreement dated June 2, 1999, between Arden Realty and Mr. Richard Davis as filed on an exhibit to Arden Realty Limited Partnership’s annual report on Form 10-K filed on April 1, 2002.
  10 .40*^       Amended and Restated Employment Agreement dated March 29, 2002, between Mr. Andrew Sobel and Arden Realty, Inc. as filed as an exhibit to Arden Realty, Inc.’s quarterly report on Form 10-Q filed on August 14, 2002.
  10 .41*^       Form of Promissory Note entered into on February 18, 2002 between Arden Realty, Inc. and Mr. Andrew Sobel as filed as on exhibit to Arden Realty, Inc.’s quarterly report on Form 10-Q filed on August 14, 2002.
  10 .42*       Term Loan Agreement between Arden Realty Limited Partnership and Wells Fargo Bank, National Association dated as of June 12, 2002 as filed as an exhibit to Arden Realty Limited Partnership’s quarterly report on Form 10-Q filed on August 14, 2002.

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Exhibit
Number Description


  10 .43*       Third Amended and Restated Revolving Credit Agreement between Arden Realty Limited Partnership and a group of lenders led by Wells Fargo Bank dated as of August 9, 2002 as filed as an exhibit to Arden Realty Limited Partnership’s quarterly report on Form 10-Q filed on November 12, 2002.
  10 .44*       Amendment to Term Loan Agreement between Arden Realty Limited Partnership and Wells Fargo Bank, National Association dated as of September 19, 2002 as filed as an exhibit to Arden Realty Limited Partnership’s quarterly report on Form 10-Q filed on November 12, 2002.
  10 .45*^       Amended and Restated Employment Agreement dated May 27, 1999, by and between Arden Realty Limited Partnership and Mr. David Swartz as filed as an exhibit to Arden Realty Limited Partnership’s annual report on Form 10-K filed on March 27, 2003.
  10 .46*       Second Amended and Restated Agreement of Limited Partnership of Arden Realty Limited Partnership, dated September 7, 1999, filed as an exhibit to Arden Realty’s quarterly report on Form 10-Q filed with the Commission on November 15, 1999.
  10 .47*       Admission of New Partners and Amendment to Limited Partnership Agreement entered into as of the 20th day of December, 2000, by and between Arden Realty Limited Partnership and the persons identified as the “New Partners” therein, filed as an exhibit to Arden Realty Limited Partnership’s annual report on Form 10-K filed with the Commission on March 30, 2001.
  10 .48*       Second Amendment to Limited Partnership Agreement entered into as of September 13, 2003, by Arden Realty Limited Partnership, filed as an exhibit to Arden Realty Limited Partnership’s quarterly report on Form 10-Q filed with the Commission on November 13, 2003.
  10 .49       Confidential Resignation Agreement and General Release dated as of March 4, 2005 by and between Arden Realty, Inc. and Arden Realty Limited Partnership and Andrew J. Sobel.
  12 .1       Statement regarding computation of ratios.
  21 .1*       Subsidiaries of Arden Realty Limited Partnership as filed as an exhibit to Arden Realty Limited Partnership’s annual report on Form 10-K filed on March 27, 2003 are incorporated here by reference and in addition, Arden Realty Limited Partnership is included herein as a subsidiary of Arden Realty, Inc.
  23 .1       Consent of independent auditors.
  31 .1       Certification of Chief Executive Officer, pursuant to Rule 13a-14 promulgated under the Exchange Act, as created by Section 302 of the Sarbanes-Oxley Act of 2002.
  31 .2       Certification of Chief Financial Officer, pursuant to Rule 13a-14 promulgated under the Exchange Act, as created by Section 302 of the Sarbanes-Oxley Act of 2002.
  32 .1       Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
  32 .2       Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.


(*) Incorporated by reference.

(^) Management contract or compensatory plan or arrangement required to be identified by Item 15(a)3.

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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 on March 10, 2005.

  ARDEN REALTY, INC.

  By:  /s/ RICHARD S. ZIMAN
 
  Richard S. Ziman
  Chairman of the Board
  and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

         
Name Title Date



 
/s/ RICHARD S. ZIMAN

Richard S. Ziman
  Chairman of the Board,
Chief Executive Officer
and Director
  March 10, 2005
 
/s/ VICTOR J. COLEMAN

Victor J. Coleman
  President, Chief Operating Officer and Director   March 10, 2005
 
/s/ RICHARD S. DAVIS

Richard S. Davis
  Executive Vice President and Chief Financial Officer   March 10, 2005
 
/s/ ROBERT C. PEDDICORD

Robert C. Peddicord
  Executive Vice President — Leasing and Property Operations   March 10, 2005
 
/s/ LESLIE E. BIDER

Leslie E. Bider
  Director   March 10, 2005
 
/s/ CARL D. COVITZ

Carl D. Covitz
  Director   March 10, 2005
 
/s/ LARRY S. FLAX

Larry S. Flax
  Director   March 10, 2005
 
/s/ STEVEN C. GOOD

Steven C. Good
  Director   March 10, 2005
 
/s/ ALAN I. ROTHENBERG

Alan I. Rothenberg
  Director   March 10, 2005

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Arden Realty, Inc.

      We have audited the accompanying consolidated balance sheets of Arden Realty, Inc. as of December 31, 2004 and 2003 and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the management of Arden Realty, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arden Realty, Inc. at December 31, 2004 and 2003 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

      We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Arden Realty, Inc.’s internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our reporting dated March 10, 2005 expressed an unqualified opinion thereon.

  /s/ ERNST & YOUNG LLP

Los Angeles, California

March 10, 2005

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ARDEN REALTY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)
                       
December 31,

2004 2003


Assets
               
Investment in real estate:
               
 
Land
  $ 450,439     $ 438,342  
 
Buildings and improvements
    2,175,571       2,029,276  
 
Tenant improvements and leasing commissions
    360,401       329,285  
     
     
 
      2,986,411       2,796,903  
 
Less: accumulated depreciation and amortization
    (488,808 )     (432,814 )
     
     
 
      2,497,603       2,364,089  
 
Properties under development or renovation
    16,295       75,627  
 
Land available for development
    23,795       23,723  
 
Properties held for disposition, net
    14,288       183,260  
     
     
 
   
Net investment in real estate
    2,551,981       2,646,699  
Cash and cash equivalents
    13,040       4,707  
Restricted cash
    14,788       19,694  
Rent and other receivables, net of allowance of $3,748 and $4,041 at December 31, 2004 and 2003, respectively
    5,953       3,688  
Deferred rent, net of allowance of $1,933 and $2,216 at December 31, 2004 and 2003, respectively
    42,886       44,203  
Prepaid financing costs, expenses and other assets, net of accumulated amortization of $13,244 and $13,781 at December 31, 2004 and 2003, respectively
    31,349       22,442  
     
     
 
     
Total assets
  $ 2,659,997     $ 2,741,433  
     
     
 
 
Liabilities
               
Mortgage loans payable
  $ 375,417     $ 557,435  
Mortgage loan payable — property held for disposition
    7,222       7,394  
Unsecured lines of credit
    121,500       161,000  
Unsecured term loan
    125,000       125,000  
Unsecured senior notes, net of discount
    696,945       498,952  
Accounts payable and accrued expenses
    58,215       54,317  
Security deposits
    25,498       22,321  
Dividends payable
    33,494       32,535  
     
     
 
     
Total liabilities
    1,443,291       1,458,954  
Minority interest
    20,414       72,194  
Stockholders’ Equity
               
Preferred stock, $.01 par value 20,000,000 shares authorized, none issued
           
Common stock, $.01 par value, 100,000,000 shares authorized, 66,325,709 and 64,425,450 issued and outstanding at December 31, 2004 and 2003, respectively
    664       646  
Additional paid-in capital
    1,212,508       1,225,192  
Deferred compensation
    (12,830 )     (14,952 )
Accumulated other comprehensive loss
    (4,050 )     (601 )
     
     
 
     
Total stockholders’ equity
    1,196,292       1,210,285  
     
     
 
     
Total liabilities and stockholders’ equity
  $ 2,659,997     $ 2,741,433  
     
     
 

See accompanying notes to financial statements.

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ARDEN REALTY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)
                           
Year Ended December 31,

2004 2003 2002



Property revenues
  $ 409,193     $ 393,765     $ 374,135  
Property operating expenses
    (133,635 )     (125,979 )     (117,019 )
     
     
     
 
      275,558       267,786       257,116  
General and administrative expenses
    19,503       16,931       12,581  
Interest expense
    88,856       93,093       87,827  
Depreciation and amortization
    121,687       111,952       100,317  
Interest income and other loss (income)
    508       401       (2,063 )
     
     
     
 
Income from continuing operations before gain on sale of properties and impairment on investment in securities and minority interest
    45,004       45,409       58,454  
Gain on sale of operating properties
                1,967  
     
     
     
 
Income from continuing operations before impairment on investment in securities and minority interest
    45,004       45,409       60,421  
Impairment on investment in securities
    (2,700 )            
Minority interest
    (5,255 )     (5,375 )     (5,816 )
     
     
     
 
Income from continuing operations
    37,049       40,034       54,605  
Discontinued operations, net of minority interest
    6,253       12,538       15,570  
Gain on sale of discontinued properties
    30,473       5,937        
     
     
     
 
Net income
  $ 73,775     $ 58,509     $ 70,175  
     
     
     
 
Basic net income per common share:
                       
 
Income from continuing operations
  $ 0.57     $ 0.63     $ 0.85  
 
Income from discontinued operations
    0.56       0.29       0.24  
     
     
     
 
Net income per common share — basic
  $ 1.13     $ 0.92     $ 1.09  
     
     
     
 
Weighted average number of common shares — basic
    65,372       63,553       64,151  
     
     
     
 
Diluted net income per common share:
                       
 
Income from continuing operations
  $ 0.56     $ 0.63     $ 0.85  
 
Income from discontinued operations
    0.56       0.29       0.24  
     
     
     
 
Net income per common share — diluted
  $ 1.12     $ 0.92     $ 1.09  
     
     
     
 
Weighted average number of common shares — diluted
    65,740       63,815       64,351  
     
     
     
 

See accompanying notes to financial statements.

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ARDEN REALTY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)
                                                           
Accumulated
Common Stock Additional Other Total

Paid in Retained Deferred Comprehensive Stockholders’
Shares Amount Capital Earnings Compensation Loss Equity







Balance at January 1, 2002
    64,098,110     $ 641     $ 1,345,698     $     $ (9,133 )   $     $ 1,337,206  
 
OP units converted
    121,875       2       2,488                         2,490  
 
Stock options exercised
    423,999       4       9,074                         9,078  
 
Stock compensation
    187,500       2       4,813             (4,815 )            
 
Amortization of stock compensation
                            1,444             1,444  
 
Forfeiture of stock compensation
    (51,267 )           (1,245 )           1,245              
 
Stock repurchases
    (1,796,000 )     (18 )     (40,675 )                       (40,693 )
 
Unrealized loss on interest rate hedges
                                  (2,995 )     (2,995 )
 
Reclassification adjustment for losses included in earnings
                                  227       227  
 
Net income
                      70,175                   70,175  
                                                     
 
 
Comprehensive income
                                        67,407  
 
Dividends declared and payable
                (59,380 )     (70,175 )                 (129,555 )
     
     
     
     
     
     
     
 
Balance at December 31, 2002
    62,984,217     $ 631     $ 1,260,773     $     $ (11,259 )   $ (2,768 )   $ 1,247,377  
     
     
     
     
     
     
     
 
 
OP units converted
    29,076             495                         495  
 
Stock options exercised
    1,162,523       12       27,934                         27,946  
 
Stock option expense
                41                         41  
 
Stock compensation
    252,500       3       6,276             (6,279 )            
 
Amortization of stock compensation
                            2,545             2,545  
 
Forfeiture of stock compensation
    (2,866 )           (41 )           41              
 
Unrealized loss on interest rate hedges
                                  (155 )     (155 )
 
Reclassification adjustment for losses included in earnings
                                  2,322       2,322  
 
Net income
                      58,509                   58,509  
                                                     
 
 
Comprehensive income
                                                    60,676  
 
Dividends declared and payable
                (70,286 )     (58,509 )                 (128,795 )
     
     
     
     
     
     
     
 
Balance at December 31, 2003
    64,425,450     $ 646     $ 1,225,192     $     $ (14,952 )   $ (601 )   $ 1,210,285  
     
     
     
     
     
     
     
 
 
OP units converted
    16,000             285                         285  
 
Stock options exercised
    1,750,592       18       42,727                         42,745  
 
Stock option expense
                44                         44  
 
Stock compensation
    136,500             1,596             (1,596 )            
 
Amortization of stock compensation
                665             3,641             4,306  
 
Forfeiture of stock compensation
    (2,833 )           (77 )           77              
 
Write-off of preferred OP units original issuance costs
                1,075                         1,075  
 
Unrealized loss on interest rate hedges
                                  (4,315 )     (4,315 )
 
Reclassification adjustment for losses included in earnings
                                  866       866  
 
Net income
                      73,775                   73,775  
                                                     
 
 
Comprehensive income
                                                    70,326  
 
Dividends declared and payable
                (58,999 )     (73,775 )                 (132,774 )
     
     
     
     
     
     
     
 
Balance at December 31, 2004
    66,325,709     $ 664     $ 1,212,508     $     $ (12,830 )   $ (4,050 )   $ 1,196,292  
     
     
     
     
     
     
     
 

See accompanying notes to financial statements.

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Table of Contents

ARDEN REALTY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
                             
Year Ended December 31,

2004 2003 2002



Operating Activities:
                       
Net income
  $ 73,775     $ 58,509     $ 70,175  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
 
Minority interest, including discontinued operations
    6,202       5,873       6,236  
 
Depreciation and amortization, including discontinued operations
    126,582       120,316       111,418  
 
Amortization of loan costs and fees
    3,801       3,972       3,807  
 
Gain on sale of property
    (30,473 )     (5,937 )     (1,967 )
 
Gain on repayment of mortgage loan receivable
                (750 )
 
Impairment on investment in securities
    2,700              
 
Amortization of deferred compensation
    3,760       2,251       1,199  
 
Changes in operating assets and liabilities:
                       
   
Rent and other receivables
    (2,265 )     (771 )     6,768  
   
Deferred rent
    (1,015 )     (557 )     (4,657 )
   
Prepaid financing costs, expenses and other assets
    (4,783 )     (1,494 )     (2,997 )
   
Accounts payable and accrued expenses
    3,338       (2,356 )     9,728  
   
Security deposits
    3,285       1,676       962  
     
     
     
 
Net cash provided by operating activities
    184,907       181,482       199,922  
     
     
     
 
Investing Activities:
                       
Acquisitions and improvements to commercial properties
    (198,309 )     (111,365 )     (251,534 )
Proceeds from sales of properties
    187,072       91,010       24,287  
Proceeds from repayment of mortgage note receivable
                14,245  
     
     
     
 
Net cash used in investing activities
    (11,237 )     (20,355 )     (213,002 )
     
     
     
 
Financing Activities:
                       
Proceeds from term loan
                125,000  
Repayments of mortgage loans
    (182,190 )     (5,825 )     (2,798 )
Proceeds from unsecured lines of credit
    465,500       102,500       255,937  
Repayments of unsecured lines of credit
    (505,000 )     (150,086 )     (227,700 )
Proceeds from issuances of unsecured senior notes, net of discount
    197,033              
Decrease (increase) in restricted cash
    5,012       804       (1,730 )
Proceeds from issuance of common stock, net of offering costs
    42,745       27,946       9,078  
Repurchase of common stock
                (40,693 )
Distributions to minority interests
    (3,388 )     (3,443 )     (3,527 )
Distributions to preferred operating partnership unit holders
    (3,234 )     (4,312 )     (4,312 )
Redemption of preferred operating partnership units
    (50,000 )            
Dividends paid
    (131,815 )     (128,067 )     (129,153 )
     
     
     
 
Net cash used in financing activities
    (165,337 )     (160,483 )     (19,898 )
     
     
     
 
Net increase (decrease) in cash and cash equivalents
    8,333       644       (32,978 )
Cash and cash equivalents at beginning of period
    4,707       4,063       37,041  
     
     
     
 
Cash and cash equivalents at end of period
  $ 13,040     $ 4,707     $ 4,063  
     
     
     
 
Supplemental Disclosure of Cash Flow Information:
                       
Cash paid during the period for interest, net of amount capitalized
  $ 87,572     $ 96,547     $ 94,007  
     
     
     
 

See accompanying notes to financial statements.

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ARDEN REALTY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
  1. Business
 
Description of Business

      The terms “Arden Realty”, “us”, “we” and “our” as used in these financial statements refer to Arden Realty, Inc. Through our controlling interest in Arden Realty Limited Partnership, or the Operating Partnership, and our other subsidiaries, we own, manage, lease, develop, renovate and acquire commercial office properties located in Southern California. As of December 31, 2004, our portfolio was comprised of 120 primarily suburban office properties and 197 buildings containing approximately 18.2 million net rentable square feet. As of December 31, 2004, our operating portfolio was 91.2% occupied.

      The minority interests at December 31, 2004 consist of limited partnership interests in the Operating Partnership of approximately 2.5%.

 
Organization and Formation of the Company

      We were incorporated in Maryland in May 1996 and are the sole general partner of Arden Realty Limited Partnership, or the Operating Partnership. We conduct substantially all of our business through the Operating Partnership and certain other owned subsidiaries, which hold our interests in our real estate assets. Commencing with our taxable year ended December 31, 1996, we have operated and qualified as a real estate investment trust (REIT) for federal income tax purposes.

 
  2. Basis of Presentation and Summary of Significant Accounting Policies
 
Basis of Presentation

      The accompanying consolidated financial statements include the accounts of Arden Realty, Inc., the Operating Partnership, and our subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

      We consolidate all entities for which we have controlling financial interest as measured by a majority of the voting interest. For entities in which the controlling financial interest is not clearly indicated by ownership of a majority of the voting interest, we would consolidate those entities for which we own a majority of the financial interest in profits or losses or entities that we control by agreement. We also consolidate all variable interest entities for which we are the primary beneficiary.

      Arden Realty and the Operating Partnership currently own 100% of all of our consolidated subsidiaries and do not have any unconsolidated investments.

 
Risks and Uncertainties

      The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

      Our properties are all located in Southern California. As a result of our geographic concentration, the operations of these properties could be affected by the economic conditions in this region.

 
Segment Information

      We view our operations as principally one segment, the operation of commercial real estate located in Southern California, and the financial information disclosed herein represents all of the financial information related to this principal operating segment.

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Commercial Properties

      Our properties are stated at depreciated cost. Write-downs to estimated fair value are recognized whenever a property’s estimated undiscounted future cash flows are less than its book value. We carry properties held for disposition at the lower of their depreciated cost or fair value less cost to sell. Based on our assessment, no write-downs to estimated fair value were necessary as of December 31, 2004 and 2003.

      Property acquisitions are accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations.” The fair value of the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases and value of tenant relationships, if any, based in each case on their fair values.

      The fair value of the tangible assets of an acquired property (which includes land, building and tenant improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements based on management’s determination of the relative fair values of these assets. We determine the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes estimates of lost rental revenue, real estate taxes, insurance and other operating expenses during the expected lease-up periods based on current market demand. We also estimate costs to execute similar leases including leasing commissions, concessions, legal and other related costs.

      In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market and below-market lease values are amortized into rental income over the remaining non-cancelable terms of the respective leases.

      The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationships, if any, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as if vacant, determined as set forth above. This aggregate value is allocated between in-place lease values and tenant relationships based on management’s evaluation of the specific characteristics of each tenant’s lease. Should acquisitions of properties result in allocating material amounts to the value of tenant relationships, an amount would be separately allocated and amortized over the estimated life of the relationship.

      Costs related to the acquisition, development, construction and improvement of properties are capitalized. Interest, real estate taxes, insurance and other development related costs incurred during construction periods are capitalized and depreciated on the same basis as the related asset.

      Repair and maintenance costs are charged to expenses as incurred and significant replacements and betterments are capitalized. Repairs and maintenance costs include all costs that do not extend the useful life of a an asset or increase its operating efficiency. Significant replacements and betterments represent costs that extend an asset’s useful life or increase its operating efficiency.

 
Depreciation

      Depreciation is calculated under the straight-line method using depreciable lives of ten to forty seven years for building and building improvements and five-year lives for furniture, fixtures and equipment. Amortization of tenant improvements is calculated using the straight-line method over the term of the related lease.

      Costs associated with leasing properties are capitalized and amortized to expense on a straight-line basis over the related lease term.

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Cash Equivalents

      Cash equivalents consist of highly liquid investments with original maturities of three months or less when acquired.

 
Restricted Cash

      Restricted cash at December 31, 2004 and 2003 consisted of $9.7 million and $13.7 million, respectively, in cash deposits as required by certain of our mortgage loans payable and $5.1 million and $6.0 million, respectively, in impound accounts for real estate taxes and insurance, as required by certain of our mortgage loans payable.

 
Prepaid Financing Costs

      Costs associated with obtaining long-term financing are capitalized and amortized to interest expense over the term of the related loan.

 
Revenue Recognition

      Minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, is recognized on a straight-line basis over the term of the related lease. Amounts expected to be received in later years are included in deferred rents. Property operating expense reimbursements due from tenants for common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred.

      The Company recognizes gains on sales of real estate pursuant to the provisions of SFAS No. 66 “Accounting for Sales for Real Estate.” The specific timing of a sale is measured against various criteria in SFAS No. 66 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the property. If the sales criteria are not met, the Company defers gain recognition and accounts for the continued operations of the property by applying the finance, installment or cost recovery methods, as appropriate, until the sales criteria are met.

 
Allowance for Rents and Other Receivables

      We periodically evaluate the collectibility of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. We also maintain an allowance for deferred rent receivable that arises from the straight-lining of rents. We exercise judgment in establishing these allowances and consider payment history and current credit status in developing these estimates.

 
Income Taxes

      We generally will not be subject to federal income taxes as long as we continue to qualify as a REIT. A REIT will generally not be subject to federal income taxation on that portion of income that qualifies as REIT taxable income and to the extent that it distributes such taxable income to its stockholders and complies with certain requirements. As a REIT, we are allowed to reduce taxable income by all or a portion of distributions to stockholders and must distribute at least 90% of our taxable income to qualify as a REIT. As dividends have eliminated taxable income, and compliance with certain requirements have been met, no Federal income tax provision has been reflected in the accompanying consolidated financial statements. State income tax requirements are essentially the equivalent of the Federal rules.

      During 2004, 2003 and 2002, we declared annual dividends of $2.02 per share.

 
Fair Value of Financial Instruments

      Our disclosures of estimated fair value of financial instruments at December 31, 2004 and 2003 were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

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      Our cash equivalents, mortgage notes receivable, unsecured lines of credit, interest rate hedge agreements, accounts payable and other financial instruments are carried at amounts that reasonably approximate their fair value amounts.

      The estimated fair value of our mortgage loans payable and unsecured senior notes is as follows (in thousands):

                                 
December 31, 2004 December 31, 2003


Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value




Mortgage loans payable
  $ 382,639     $ 389,755     $ 564,829     $ 581,945  
     
     
     
     
 
Unsecured senior notes
  $ 696,945     $ 712,137     $ 498,952     $ 540,904  
     
     
     
     
 

      The estimated fair value is based on interest rates available at each of the dates presented for issuance of debt with similar terms and remaining maturities. The estimated fair value amounts of our notes payable above are not necessarily indicative of the amounts that we could realize in a current market exchange.

 
Interest Rate Hedge Agreements

      We have periodically entered into interest rate hedge agreements to effectively convert floating rate debt into fixed rate debt or to remove the variability associated with forecasted issuances of fixed rate debt. Net amounts received or paid under these agreements are recognized as an adjustment to interest expense when such amounts are incurred or earned. Our objective in using interest rate hedge agreements is to manage our exposure to interest rate movements.

      During 2002, such agreements were used to fix the floating interest rate associated with $50 million of the Wells Fargo unsecured line of credit and the entire $125 million balance of the unsecured term loan. In August 2004, we settled $150 million of forward-starting swaps we entered into in 2003 in conjunction with a forecasted $200 million issuance of unsecured senior notes. We expensed approximately $130,000 of ineffectiveness relating to this settlement during 2004.

      In 2003, we also entered into reverse interest rate hedge agreements to float $100 million of the fixed interest rate associated with the 7.00% senior unsecured notes due in November of 2007. Under these reverse hedges, we will receive interest at a fixed rate of 7.00% and pay interest at a variable rate averaging the six-month LIBOR in arrears plus 3.10%. The interest rate hedges mature at the same time the notes are due. These hedges qualify as fair value hedges for accounting purposes. Net semi-annual interest payments will be recognized as increases or decreases in interest expense. The fair value of the interest rate hedges will be recognized on our balance sheet and the carrying value of the senior unsecured notes will be increased or decreased by an offsetting amount.

      In 2004, we entered into $300 million of forward-starting swaps that effectively fixed the 10-year Treasury rate at an average rate of approximately 4.37% for borrowings that are expected to occur in 2005 to primarily refinance some of our scheduled debt maturities. The forward-starting interest rate swaps were entered into at current market rates and, therefore, had no initial cost.

      Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133), as amended and interpreted, establishes accounting and reporting standards for derivative instruments and for hedging activities. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting destination. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

      For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (loss), outside of earnings and subsequently reclassified to earnings when the hedged transaction affects earnings.

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      Under SFAS 133, our $175 million in floating-to-fixed hedges and our $300 million in forward-starting hedges outstanding as of December 31, 2004 are classified as cash flow hedges. The fair value of these instruments of ($3.7) million at December 31, 2004 has been deferred in accumulated other comprehensive loss on our balance sheet. Of the amount deferred in other comprehensive loss at December 31, 2004, we estimate that approximately $4.8 million will be reclassified out of other comprehensive loss as an increase to interest expense during 2005. The estimated fair value of these interest rate hedge agreements are dependent on changes in market interest rates and other market factors that affect the value of such agreements. Consequently, the estimated current fair value may significantly change during the term of the agreements. Any estimated gain or loss from these agreements will be amortized into earnings as we recognize the interest expense for the underlying floating-rate loans at the fixed interest rate provided under our agreements in the case of the fixed-to-floating hedges or as part of interest expense for future borrowings in the case of the forward-starting hedges. If the underlying debt related to these hedges were to be repaid prior to maturity, we would recognize into interest expense any unamortized gain or loss at the time of such early repayment.

      Under SFAS 133, our $100 million in fixed-to-floating hedges are classified as fair value hedges with their fair value of approximately $162,000 reported in both the unsecured senior notes and accounts payable and accrued expenses line items on our balance sheet. The estimated fair value of these interest rate hedge agreements are dependent on changes in market interest rates and other market factors that affect the value of such agreements. Consequently, the estimated current fair value may significantly change during the term of the agreements. During the years ended December 31, 2004 and 2003, we recognized approximately $1.6 million and $400,000, respectively, as a reduction of interest expense related to our fair value hedges. If the underlying debt related to these hedges were to be repaid prior to maturity, we would recognize into interest expense any unamortized gain or loss at the time of such early repayment.

 
New Accounting Standards

      In December 2004, the FASB issued SFAS No. 123R, which is a revision of SFAS No. 123. SFAS No. 123R supersedes APB Opinion No. 25, and its related implementation guidance. SFAS No. 123R requires companies to record compensation expense for share-based payments to employees, including grants of employee stock options, at fair value. SFAS No. 123R is effective for most public companies at the beginning of the first interim or annual period beginning after June 15, 2005. We believe that the implementation of the provisions of SFAS No. 123R will not have a material impact on our financial position or results of operations.

 
Reclassifications

      Certain prior year amounts on our consolidated balance sheets and consolidated statements of income have been reclassified to confirm with the current year presentation for properties sold and classified as “held for disposition” pursuant to SFAS 144.

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  3. Commercial Properties
 
Property Dispositions
                                             
Sales
Property Square Price
Property Major Area Submarket Date of Sale Type Feet ($000’s)







Tower Plaza Retail
    Riverside       Temecula     February 4, 2004     Retail       133,481     $ 17,050  
Univision — 5999 Center Drive
    Los Angeles       Culver City/Fox Hills     March 16, 2004     Office       161,650       52,500  
10251 Vista Sorrento
    San Diego       Sorrento Mesa     August 24, 2004     Office       69,386       9,250  
Waples Center
    San Diego       Sorrento Mesa     December 29, 2004     Office       28,119       (A )
Morehouse Center
    San Diego       Sorrento Mesa     December 29, 2004     Office       181,207       (A )
91 Freeway Center
    Los Angeles       Artesia     December 29, 2004     Office       93,277       (A )
Norwalk
    Los Angeles       Norwalk     December 29, 2004     Office       122,175       (A )
1501 Hughes Way
    Los Angeles       Suburban Long Beach     December 29, 2004     Office       77,060       (A )
3901 Via Oro
    Los Angeles       Suburban Long Beach     December 29, 2004     Office       53,195       (A )
Glendale Corporate Center
    Los Angeles       Glendale     December 29, 2004     Office       108,209       (A )
Whittier
    Los Angeles       Whittier     December 29, 2004     Office       135,415       (A )
South Bay Tech
    Los Angeles       190th Corridor     December 29, 2004     Office       104,815       (A )
                                 
     
 
Sub-total     1,267,989       78,800  
                                        126,000 (B)
                                 
     
 
                                  1,267,989     $ 204,800  
                                 
     
 


(A) Portfolio sale.

(B)  Includes approximately $12.5 million in proceeds held in escrow at the end of 2004 as part of a 1031 exchange transaction to be completed in 2005.

 
Property Acquisitions
                                                 
Purchase
Date of Property Square Price
Property County Submarket Purchase Type Feet ($000’s)







Homestore
    Los Angeles       Westlake Village       October 4, 2004       Office       137,762     $ 32,300  
Warner Corporate Center
    Los Angeles       Woodland Hills       October 11, 2004       Office       253,000       64,500  
                                     
     
 
                                      390,762     $ 96,800  
                                     
     
 
 
Discontinued Operations and Properties held for Disposition

      SFAS 144, effective January 1, 2002, requires, among other things, that the operating results of real estate properties classified as held for disposition subsequent to January 1, 2002 be included in discontinued operations in the statements of income for all periods presented. SFAS 144 provides that long-lived assets classified as held for disposition as a result of disposal activities that were initiated prior to January 1, 2002, are to be accounted for in accordance with Financial Accounting Standards No. 121 (SFAS 121). Accordingly, the operating results for the properties classified as held for disposition prior to January 1, 2002 and sold prior to December 31, 2002 are included in income from continuing operations for the year ended December 31, 2002. In order to increase the comparability of our consolidated statements of income for the years ended December 31, 2004, 2003 and 2002, the tables below summarize the operating results of one property classified as “held for disposition” at December 31, 2004, twelve properties sold during 2004 and eight properties sold during 2003.

      As of December 31, 2004, properties held for disposition consisted of one property with approximately 167,000 square feet. See footnote 13.

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      The results of operations for the properties classified as discontinued operations for the years ended December 31, 2004, 2003 and 2002 are as follows (in thousands):

                         
For the Years Ended December 31,

2004 2003 2002



Revenues
  $ 20,533     $ 33,794     $ 41,978  
Property operating expenses
    (7,781 )     (11,711 )     (14,199 )
Depreciation and amortization
    (4,895 )     (8,372 )     (11,100 )
Interest expense
    (659 )     (674 )     (689 )
Interest and other income
    2              
Minority interest
    (947 )     (499 )     (420 )
     
     
     
 
Discontinued operations, net of minority interest
  $ 6,253     $ 12,538     $ 15,570  
     
     
     
 
Gain on sale of discontinued properties
  $ 30,473     $ 5,937     $  
     
     
     
 
 
Capitalized Interest

      We capitalize interest and taxes related to buildings under construction and renovation to the extent those assets qualify for capitalization.

      Total interest incurred and the amount capitalized was as follows (in thousands):

                         
For the Years Ended December 31,

2004 2003 2002



Total interest incurred(1)
  $ 90,451     $ 96,263     $ 94,162  
Amount capitalized
    (936 )     (2,496 )     (5,646 )
     
     
     
 
Amount expensed(1)
  $ 89,515     $ 93,767     $ 88,516  
     
     
     
 


(1)  Includes interest expense related to a property currently classified as “held for disposition.”
 
Future Minimum Lease Payments

      Future minimum lease payments to be received under noncancelable operating leases existing as of December 31, 2004, are as follows (in thousands):

           
2005
  $ 349,967  
2006
    305,034  
2007
    254,490  
2008
    196,735  
2009
    144,404  
Thereafter
    274,098  
     
 
 
Total
  $ 1,524,728  
     
 

      The above future minimum lease payments do not include payments received for tenant reimbursements of specified operating expenses.

      We lease the land underlying the office buildings or parking structures at six of our buildings. Ground lease expense, including amounts netted against parking revenues, was approximately $1.8 million, $2.0 mil-

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lion and $1.9 million for the years ended December 31, 2004, 2003 and 2002, respectively. Future minimum ground lease payments due under existing ground leases are as follows (in thousands):
           
2005
  $ 1,815  
2006
    1,840  
2007
    1,865  
2008
    1,865  
2009
    1,865  
Thereafter
    109,056  
     
 
 
Total
  $ 118,306  
     
 
 
  4.  Non-Real Estate Investments

      During the year ended December 31, 2004, an impairment of $2.7 million was recognized in connection with our investment in the securities of a non-publicly traded company that provides distributed energy generation to commercial property owners. This impairment represents our entire investment in this company.

      We recorded this impairment after analyzing information received from this company regarding their current business and financial strategies which indicated to us that the recoverability of our investment was unlikely.

 
  5.  Mortgage Loans and Unsecured Indebtedness

      A summary of mortgage loans payable, unsecured lines of credit and unsecured senior notes is as follows:

                                                 
Number of
Stated Annual Properties
December 31, December 31, Interest Rate at Fixed/Floating Securing
Type of Debt 2004 2003 December 31, 2004 Rate Loan Maturity Date







(in thousands)
Mortgage Loans Payable:
                                               
Fixed Rate
                                               
Mortgage Financing I(1)
  $     $ 175,000                          
Mortgage Financing III(2)
    132,323       134,544       6.74 %     Fixed       22       4/08  
Mortgage Financing IV(2)
    108,194       109,960       6.61 %     Fixed       12       4/08  
Mortgage Financing V(2)
    103,504       105,899       6.94 %     Fixed       12       4/09  
Mortgage Financing VI(2)
    21,325       21,578       7.54 %     Fixed       3       4/09  
Activity Business Center(2),(3)
    7,222       7,394       8.85 %     Fixed       1       5/06  
145 South Fairfax(2)
    3,869       3,912       8.93 %     Fixed       1       1/27  
Marin Corporate Center(2)
    2,585       2,724       9.00 %     Fixed       1       7/15  
Conejo Business Center(2)
    2,531       2,669       8.75 %     Fixed       (Note 4 )     7/15  
Conejo Business Center(2)
    1,086       1,149       7.88 %     Fixed       (Note 4 )     7/15  
     
     
                                 
      382,639       564,829                                  
Unsecured Lines of Credit:
                                               
Floating Rate
                                               
Wells Fargo — $310 mm(5)
    111,500       158,000       3.57 %   LIBOR + 0.90%
(Notes 6, 7)
          4/06  
City National Bank — $20 mm(5)
    10,000       3,000       3.21 %     LIBOR + 0.90%             8/05  
     
     
              Note 8                  
      121,500       161,000                                  
Unsecured Term Loan:
                                               
Fixed Rate
                                               
Wells Fargo — $125 mm(5)
    125,000       125,000       4.55 %     Fixed (Note 9)             2/12 (10)

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Number of
Stated Annual Properties
December 31, December 31, Interest Rate at Fixed/Floating Securing
Type of Debt 2004 2003 December 31, 2004 Rate Loan Maturity Date







(in thousands)
Unsecured Senior Notes:
                                               
Fixed Rate
                                               
2005 Notes(11),(12)
    199,974       199,872       8.88 %     Fixed             3/05  
2007 Notes(11)
    149,395       149,907       7.00 %     (Note 13)             11/07  
2010 Notes(11)
    49,785       49,744       9.15 %     Fixed             3/10  
2010 Notes(11)
    99,513       99,429       8.50 %     Fixed             11/10  
2011 Notes(11), (14)
    198,278             5.20 %     Fixed             9/11  
     
     
                                 
      696,945       498,952                                  
     
     
                                 
Total Debt
  $ 1,326,084     $ 1,349,781                                  
     
     
                                 


(1)  This mortgage financing was repaid in full on April 9, 2004.
 
(2)  Requires monthly payments of principal and interest.
 
(3)  This loan is secured by a property currently classified as held for disposition. This loan was repaid in January of 2005. See footnote 13.
 
(4)  Both mortgage loans are secured by the Conejo Business Center property.
 
(5)  Requires monthly payments of interest only, with outstanding principal balance due upon maturity.
 
(6)  This line of credit also has an annual 20 basis point facility fee on the entire $310 million commitment amount. In June 2004, we amended this line of credit to reduce the interest rate from LIBOR + 1.00% to LIBOR + 0.90%.
 
(7)  We have entered into interest rate swap agreements to fix the interest rate on $50 million of the outstanding balance on this line of credit at 3.95% through April of 2006.
 
(8)  On October 4, 2004, we amended this line of credit to reduce the interest rate from LIBOR + 1.00% or Prime Rate — 1.875% to LIBOR + 0.90% or Prime Rate — 1.975%.
 
(9)  In 2002, we entered into interest rate swap agreements that fixed the interest rate on the entire balance of this loan. In June 2004, we amended this loan to reduce it effective interest rate by 20 basis points. After this amendment and after taking into effect the interest rate swap agreements for this loan, it will have an effective interest rate of 4.55% in 2005 and 4.70% in 2006.

(10)  On February 18, 2005, we extended the maturity of this loan to February of 2012. See footnote 13.
 
(11)  Requires semi-annual interest payments only, with the principal balance due upon maturity.
 
(12)  These notes were redeemed in March of 2005. See footnote 13.
 
(13)  In 2003, we entered into interest rate swap agreements to float the interest rate on $100 million of the outstanding balance of these notes at a rate of LIBOR + 3.1% through November of 2007. Including these swap agreements, the effective interest rate on these notes was approximately 6.53% as of December 31, 2004.
 
(14)  On August 18, 2004, we issued $200 million of unsecured senior notes.

     Our Operating Partnership has an unsecured line of credit with a total commitment of $20 million from City National Bank. This line of credit accrues interest at LIBOR + 0.90% or the City National Bank Prime Rate less 1.975% and is scheduled to mature on August 1, 2005. Proceeds from this line of credit are used, among other things, to provide funds for tenant improvements and capital expenditures and provide for working capital and other corporate purposes. As of December 31, 2004 and 2003, there was $10.0 million and $3.0 million outstanding on this line of credit, respectively, and $10.0 and $17.0 million was available for additional borrowings, respectively.

      Our Operating Partnership also has an unsecured line of credit with a group of banks led by Wells Fargo. The line of credit provides for borrowings up to $310 million with an option to increase the amount to $350 million and bears interest at a rate ranging between LIBOR + 0.65% and LIBOR + 1.15% (including an annual facility fee ranging from 0.15% to 0.40% based on the aggregate amount of the line of credit) depending on the Operating Partnership’s unsecured debt rating. This line of credit matures in April 2006. In addition, as long as the Operating Partnership maintains an unsecured debt rating of BBB-/ Baa3 or better, the agreement contains a competitive bid option, whereby the lenders may bid on the interest rate to be charged for up to $150 million of the unsecured line of credit. The Operating Partnership also has the option to convert the interest rate on this line of credit to the higher of Wells Fargo’s prime rate or the Federal Funds rate plus 0.5%. As of December 31, 2004 and 2003, $111.5 million and $158.0 million was outstanding on this line of

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credit, respectively, and $198.5 million and $152.0 million was available for additional borrowings, respectively.

      Following is a summary of scheduled principal payments for our total debt outstanding as of December 31, 2004 (in thousands):

           
Year Amount


2005
  $ 216,871 (1)
2006
    251,101 (2),(3)
2007
    158,035  
2008
    230,726  
2009
    112,291  
Thereafter
    357,060  
     
 
 
Total
  $ 1,326,084  
     
 


(1)  Includes $200 million of unsecured senior notes redeemed in March of 2005. See footnote 13.
 
(2)  Includes $111.5 million outstanding on our Wells Fargo unsecured line of credit.
 
(3)  Includes $125 million outstanding on our Wells Fargo unsecured term loan. The maturity date of this loan was extended to February of 2012 subsequent to year- end. See footnote 13.
 
  6.  Stockholders’ Equity

      A common Operating Partnership unit, or common OP Unit, and a share of our common stock have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership. A common OP Unit may be redeemed for cash or, at the election of the Operating Partnership, for shares of our common stock on a one-for-one basis.

      During the years ended December 31, 2004 and 2003, we redeemed an aggregate of 16,000 and 29,076 common OP Units, respectively, of the Operating Partnership for shares of our common stock.

      During the years ended December 31, 2004 and 2003, we issued a total of 1,750,592 and 1,162,523 common shares, respectively, relating to exercises of stock options.

      In September 2004, we redeemed the $50 million of 5.625% Series B Cumulative Redeemable Preferred Operating Partnership Units at par plus accrued unpaid distributions. These Preferred OP Units were originally issued in September of 1999. In conjunction with this redemption, we expensed approximately $1.1 million of original issuance costs.

      During 2004, we issued a total of 136,500 restricted stock awards to several key executive officers, directors and employees. Holders of these shares have full voting rights and will receive any dividends but are prohibited from selling or transferring unvested shares. The fair market value on the dates of grants for these restricted shares ranged from $29.30 to $32.66. These restricted shares vest equally on the anniversary date of the awards over 3 years.

      We recorded compensation expense of approximately $600,000 during 2004 for the grants described above based upon the market value of these shares on the dates of the awards.

      On December 10, 2004, we declared a quarterly dividend of $0.505 per share to stockholders of record on December 31, 2004. This dividend was paid on January 19, 2005. We declared annual dividends of $2.02 per common share for each of the years ended December 31, 2004 and 2003.

 
  7.  Commitments and Contingencies
 
Capital Commitments

      As of December 31, 2004, we had approximately $44.8 million outstanding in capital commitments related to tenant improvements, renovation costs, operating leases and general property-related capital expenditures.

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Litigation

      We are presently subject to various lawsuits, claims and proceedings of a nature considered normal to our ordinary course of business, none of which if determined unfavorably to us is expected to have a material adverse effect on our cash flows, financial condition or results from operations. There were no material changes in our legal procedures during the year ended December 31, 2004.

 
Concentration of Credit Risk

      We maintain our cash and cash equivalents at financial institutions. The combined account balances at each institution periodically exceed FDIC insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Management believes that the risk is not significant.

      We generally do not require collateral or other security from our tenants, other than security deposits or letters of credit. As of December 31, 2004 and 2003, we had a total of approximately $39.3 million and $33.5 million, respectively, of total lease security available, including security deposits and existing letters of credit.

 
  8.  Related Party Transactions

      At December 31, 2004 and 2003, we have four promissory notes totaling approximately $486,000 relating to two of our officers. These notes originated during 2001 and 2002 and mature between July of 2006 and September of 2011. Two of these notes bear interest at fixed rates ranging from 5.75% to 6.00%. The remaining note bears interest at LIBOR + 1.10%. These notes are personally guaranteed by the respective officers and are included as part of other receivables in our balance sheets at December 31, 2004 and 2003.

      We lease approximately 7,300 square feet of office space to two companies in which three of our officers have investment interests. The total annual rents from these leases is approximately $175,000. We also lease approximately 34,000 square feet to a company related to one of our independent directors. The total annual rents from this lease is approximately $497,000. The terms under these leases are comparable to those that would have been negotiated at inception with unaffiliated third parties.

 
  9. Earnings Per Share

      The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2004, 2003 and 2002 (in thousands, except per share amounts):

                           
2004 2003 2002



Income from continuing operations
  $ 37,049     $ 40,034     $ 54,605  
Discontinued operations, net of minority interest
    6,253       12,538       15,570  
Gain on sale of discontinued properties
    30,473       5,937        
     
     
     
 
Net income
  $ 73,775     $ 58,509     $ 70,175  
     
     
     
 
Weighted average shares — basic
    65,372       63,553       64,151  
Weighted average diluted stock options
    368       262       200  
     
     
     
 
Weighted average shares — diluted
    65,740       63,815       64,351  
     
     
     
 
Basic net income per common share:
                       
 
Income from continuing operations
  $ 0.57     $ 0.63     $ 0.85  
 
Income from discontinued operations
    0.56       0.29       0.24  
     
     
     
 
Net income per common share — basic
  $ 1.13     $ 0.92     $ 1.09  
     
     
     
 
Diluted net income per common share:
                       
 
Income from continuing operations
  $ 0.56     $ 0.63     $ 0.85  
 
Income from discontinued operations
    0.56       0.29       0.24  
     
     
     
 
Net income per common share — diluted
  $ 1.12     $ 0.92     $ 1.09  
     
     
     
 

      See discussion of discontinued operations in footnote 3 above.

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  10.  Income (Loss) from Taxable REIT Subsidiary

      Beginning in 2004, we have reclassified in all periods presented for financial presentation purposes the operating results of Next>edge, our taxable REIT subsidiary, or TRS, from general and administrative expenses to interest income and other loss in our consolidated statements of income. Next>edge provides energy consulting services to commercial real estate owners. The following is a breakdown of the components of interest and other income (loss) for the years ended December 31, 2004, 2003 and 2002 (in thousands):

                         
2004 2003 2002



Net loss from Next>edge
  $ (960 )   $ (1,135 )   $ (478 )
Interest and other income
    452       734       2,541  
     
     
     
 
Interest income and other (loss)
  $ (508 )   $ (401 )   $ 2,063  
     
     
     
 
 
  11.  Stock Option Plan

      We established a stock option plan for the purpose of attracting and retaining executive officers, directors and other key employees. As of December 31, 2004, 6,500,000 of our authorized shares of common stock have been reserved for issuance under that plan. All holders of the above options have a ten-year period to exercise such options and all options were granted at exercise prices equal to the market prices at the date of the grant.

      A summary of stock option activity and related information for the years ended December 31, 2004, 2003 and 2002 follows:

                                                 
2004 2003 2002



Weighted- Weighted- Weighted-
Average Average Average
Options Exercise Options Exercise Options Exercise
(000’s) Price (000’s) Price (000’s) Price






Outstanding, beginning of period
    3,426     $ 24.77       4,479     $ 24.91       5,014     $ 24.63  
Granted
                268       20.81       164       25.60  
Exercised
    (1,750 )     24.42       (1,162 )     24.04       (424 )     21.40  
Forfeited
    (40 )     28.12       (159 )     27.37       (275 )     25.68  
     
     
     
     
     
     
 
Outstanding at end of year
    1,636     $ 25.06       3,426     $ 24.77       4,479     $ 24.91  
     
     
     
     
     
     
 
Exercisable at end of the period
    1,366     $ 25.71       2,952     $ 25.03       3,691     $ 24.75  
     
     
     
     
     
     
 
Weighted-average fair value of options granted
  $             $ 0.49             $ 1.66          
     
             
             
         

      Exercise prices for options outstanding as of December 31, 2004 ranged from $19.13 to $32.25. The weighted average remaining contractual life of those options is approximately 5 years.

      Prior to January 1, 2003 we elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related interpretations in accounting for our employee and directors stock options because, as discussed below, the alternative fair value accounting provided for under FASB Statement No. 123, “Accounting for Stock-Based Compensation” (SFAS 123) requires use of option valuation models that were not developed for use in valuing employee stock options and that do not necessarily provide a reliable single measure of the fair value of our employee and director stock options. Under APB 25, because the exercise price of employee and director stock options we granted equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

      Beginning on January 1, 2003, we adopted prospectively the provisions of SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” under which we began expensing the costs of new stock options granted to employees. There were no grants of stock options in 2004. We used the Black-Scholes option valuation model to estimate the fair value of the stock options granted in 2003 with the following weighted-average assumptions for 2003: risk-free interest rate of 2.92%, dividend yield of 9.70% and a volatility factor of the expected market price for our common stock of 0.186. During 2004 and 2003, we recognized approximately $44,000 and $41,000, respectively, of stock option based employee compensation costs for the stock options granted in 2003.

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      Below we also present pro forma information regarding net income and earnings per share as if we had expensed all of our stock options granted prior to 2003. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2002: risk-free interest rate of 4.28%, dividend yield of 7.80% and a volatility factor of the expected market price of our common stock of 0.190. The weighted average expected life of the options is approximately 7 to 10 years.

      For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. Our pro forma information for the years ended December 31, 2004, 2003 and 2002 follows (in thousands, except earnings per share information):

                           
2004 2003 2002



Net income available to common stockholders, as reported
  $ 73,775     $ 58,509     $ 70,175  
Stock based employee compensation costs for options granted prior to 2003 assuming fair value method
    (201 )     (843 )     (1,477 )
     
     
     
 
Net income available to common stockholders, as adjusted
  $ 73,574     $ 57,666     $ 68,698  
     
     
     
 
Earnings per share:
                       
 
Basic as reported
  $ 1.13     $ 0.92     $ 1.09  
     
     
     
 
 
Basic as adjusted
  $ 1.13     $ 0.91     $ 1.07  
     
     
     
 
 
Diluted as reported
  $ 1.12     $ 0.92     $ 1.09  
     
     
     
 
 
Diluted as adjusted
  $ 1.12     $ 0.90     $ 1.07  
     
     
     
 
 
  12.  Employee Retirement Savings Plan
 
401(k) Plan

      Effective June 12, 1997, we adopted a retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code whereby participants may contribute a portion of their compensation to their respective retirement accounts in an amount not to exceed the maximum allowed under the Internal Revenue Code. The plan provides for matching contributions by us, which amounted to approximately $1.0 million in 2004, $888,000 in 2003 and $844,000 in 2002. Plan participants are immediately vested in their contributions and are vested equally over four years in matching contributions by us.

 
Deferred Compensation Plan

      We also have a Deferred Compensation Plan, or the Plan. This plan provides certain key employees, with supplemental deferred benefits in the form of retirement payments.

      During 2004 and 2003, we made contributions to the Plan totaling approximately $600,000 and $400,000, respectively. The contributions made by us on behalf of the Plan participants vest 100% to the benefit of the Plan participants after seven years of service to us. A life insurance policy has been purchased on the life of each Plan participant naming us as sole beneficiary to provide a reimbursement to us for all or a portion of the contributions made under the Plan including the cost of the use of our money.

 
  13.  Subsequent Events

      On January 5, 2005, we sold an approximate 167,000 square foot property located in San Diego County for approximately $16.7 million. In conjunction with this sale we repaid a $7.2 million mortgage loan outstanding on this property. This property was classified as held for disposition in our balance sheet at December 31, 2004 and 2003. Also on this date, we acquired 707 Broadway, an approximate 170,000 square foot, 96.6% leased office property located in San Diego County for approximately $48.0 million. Approximately $2 million of the purchase price for 707 Broadway was funded with the issuance of OP Units.

      On January 5, 2005, Andrew Sobel, Executive Vice President — Strategic Planning, announced his resignation to pursue other business interests effective February 28, 2005. As part of his separation, Mr. Sobel

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entered into a Confidential Resignation Agreement and General Release and a Consulting Agreement with a term of 3 years. These agreements provide for the following:

  •  Severance pay in an amount equal to 24 months’ base salary, plus an amount equal to Mr. Sobel’s 2003 bonus and an amount equal to the value of 16,080 unvested stock options for a total amount of $1,503,487;
 
  •  The payment of premiums for Mr. Sobel and his dependents’ health and dental benefits coverage for no longer the duration of his Consulting Agreement;
 
  •  Monthly consulting fee of $25,000;
 
  •  The continued vesting over the term of the Consulting Agreement of 91,417 unvested restricted stock awards, which are held by Mr. Sobel pursuant to restricted stock agreements with Arden Realty, Inc.;
 
  •  An agreement by Mr. Sobel not to engage in any business activity, during the term of the Consulting Agreement, that is the same or similar to Mr. Sobel’s work for Arden Realty, Inc. and that is within the same geographic territory and which is directly competitive with the business conducted by Arden Realty, Inc. at the time of Mr. Sobel’s resignation; and
 
  •  Customary confidentiality, release of claims, non-disparagement, non-solicitation, and indemnification provisions.

      Upon the termination of his employment, Mr. Sobel forfeited 13,329 unvested restricted stock awards and 24,120 stock options (including the 16,080 for which he received payment as described above).

      On February 18, 2005, we extended the maturity of our Operating Partnership’s $125 million unsecured term loan with a group of banks led by Wells Fargo Bank from June of 2006 to February of 2012. In conjunction with this extension, our Operating Partnership also entered into a series of interest rate swap agreements to fix the interest rate through the extension period. Under these interest rate swap agreements, the interest rate on this loan is fixed at 5.29% from June of 2006 through May of 2007, 5.55% from June of 2007 through November of 2008, 5.76% from December of 2008 through May of 2010 and 5.99% from June of 2010 through February of 2012.

      On February 28, 2005, our Operating Partnership issued $300 million of senior unsecured notes due in March of 2015. Including offering expenses and the settlement of forward-starting swaps discussed in footnote 2, the all-in effective rate of these unsecured notes is approximately 5.5%. The proceeds from this issuance were used to redeem the notes discussed below and to reduce the outstanding balance on our Wells Fargo unsecured line of credit.

      On March 1, 2005, our Operating Partnership redeemed all of its $200 million, 8.875% senior unsecured notes, maturing March 1, 2005. The total paid for the redemption was 100% of the principal amount of $200 million, plus interest accrued through March 1, 2005.

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14.  Quarterly Results — unaudited

      Following is a quarterly summary of our revenue and expenses for the years ended December 31, 2004 and 2003. Revenue and expenses may fluctuate significantly from quarter to quarter due to our development, renovation, acquisition and sales activity.

                                   
For the Quarter Ended (in thousands, except per share amounts)

March 31, 2004 June 30, 2004 September 30, 2004 December 31, 2004




Revenue
  $ 99,829     $ 100,518     $ 103,277     $ 105,569  
Property operating expenses
    (32,465 )     (32,528 )     (34,657 )     (33,985 )
General and administrative
    (4,484 )     (4,665 )     (4,823 )     (5,531 )
Interest expense
    (23,147 )     (21,019 )     (21,352 )     (23,338 )
Depreciation and amortization
    (28,882 )     (30,481 )     (30,595 )     (31,729 )
Interest and other income
    766       (436 )     (178 )     (660 )
Impairment on investment in securities
          (2,700 )            
Minority interest
    (1,345 )     (1,267 )     (2,406 )     (237 )
Discontinued operations, net of minority interest
    2,160       1,305       973       1,815  
Gain on sale of discontinued properties
    6,429       400       937       22,707  
     
     
     
     
 
Net Income
  $ 18,861     $ 9,127     $ 11,176     $ 34,611  
     
     
     
     
 
Net income per share:
                               
 
Basic
  $ 0.29     $ 0.14     $ 0.17     $ 0.53  
     
     
     
     
 
 
Diluted
  $ 0.29     $ 0.14     $ 0.17     $ 0.52  
     
     
     
     
 
                                   
For the Quarter Ended (in thousands, except per share amounts)

March 31, 2003 June 30, 2003 September 30, 2003 December 31, 2003




Revenue
  $ 96,022     $ 97,361     $ 100,136     $ 100,246  
Property operating expenses
    (29,786 )     (31,077 )     (33,463 )     (31,653 )
General and administrative
    (3,590 )     (3,981 )     (4,391 )     (4,969 )
Interest expense
    (22,866 )     (23,085 )     (23,785 )     (23,357 )
Depreciation and amortization
    (26,973 )     (27,979 )     (28,998 )     (28,002 )
Interest and other income
    104       149       (171 )     (483 )
Minority interest
    (1,391 )     (1,354 )     (1,285 )     (1,345 )
Discontinued operations, net of minority interest
    4,557       2,848       2,498       2,635  
(Loss) Gain on sale of discontinued properties
    (639 )     6,021             555  
     
     
     
     
 
Net Income
  $ 15,438     $ 18,903     $ 10,541     $ 13,627  
     
     
     
     
 
Net income per share:
                               
 
Basic
  $ 0.24     $ 0.30     $ 0.17     $ 0.21  
     
     
     
     
 
 
Diluted
  $ 0.24     $ 0.30     $ 0.16     $ 0.21  
     
     
     
     
 

Note: Net income per share on a quarter by quarter basis may not sum to the year to date net income per share due to rounding.

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15. Schedule of Commercial Properties and Accumulated Depreciation

December 31, 2004
(in thousands, except square foot data)
                                                                                                 
Initial Costs Basis Step Up Total Costs



Buildings Buildings Costs Capitalized Buildings
Square and and Subsequent to and Accumulated Year Built/
Footage Land Improvements Land Improvements Acquisition(2) Land Improvements Total Depreciation(1) Encumbrances Renovated












Century Park Center
    235,178     $ 7,190     $ 17,262     $     $     $ 12,292     $ 7,190     $ 29,554     $ 36,744     $ 8,549     $       1972/94  
Beverly Atrium
    59,582       4,127       11,524       118       326       2,951       4,245       14,801       19,046       4,290             1989  
Woodland Hills
    229,616       6,566       14,765       365       880       7,992       6,931       23,637       30,568       7,853             1972/95  
Anaheim City Centre
    177,266       515       11,208       94       2,075       4,480       609       17,763       18,372       5,112             1986/91  
425 West Broadway
    72,317       1,500       4,462       305       918       2,201       1,805       7,581       9,386       2,164             1984  
1950 Sawtelle
    104,171       1,988       7,268                   2,761       1,988       10,029       12,017       2,655       6,671 (3)     1988/95  
Bristol Plaza
    84,033       1,820       3,381       257       485       1,957       2,077       5,823       7,900       1,763             1982  
16000 Ventura
    175,275       1,700       17,145       185       1,929       4,974       1,885       24,048       25,933       6,573       11,319 (3)     1980/96  
5000 East Spring
    168,967             10,903             424       6,151             17,478       17,478       5,133             1989/95  
70 South Lake
    101,236       1,360       9,086                   3,066       1,360       12,152       13,512       3,623             1982/94  
Westwood Terrace
    136,707       2,103       16,888                   4,073       2,103       20,961       23,064       5,485             1988  
Westlake — 5601 Lindero
    106,144       2,576       7,747                   4,148       2,576       11,895       14,471       3,714             1989  
6100 Wilshire
    202,675       1,200       19,886                   6,702       1,200       26,588       27,788       7,471             1986  
Calabasas Commerce Center
    126,771       1,262       9,721                   3,000       1,262       12,721       13,983       3,297       7,878 (3)     1990  
Long Beach Airport — DF&G
    272,013             14,457                   1,549             16,006       16,006       3,487             1987/95  
Skyview Center
    398,261       6,514       33,696                   9,232       6,514       42,928       49,442       10,830             1981/87/95  
400 Corporate Pointe
    165,487       3,383       17,779       74       391       6,494       3,457       24,664       28,121       6,041             1987  
5832 Bolsa
    49,355       690       3,611       15       80       1,541       705       5,232       5,937       1,936             1985  
9665 Wilshire
    159,645       6,697       22,574       139       473       10,396       6,836       33,443       40,279       8,666             1972/92/93  
701 B Street
    548,310       3,722       35,662       64       626       16,123       3,786       52,411       56,197       13,553             1982/96  
100 West Broadway
    191,371       4,570       15,276                   4,393       4,570       19,669       24,239       4,507             1987/96  
303 Glenoaks
    177,898       6,500       18,132                   6,617       6,500       24,749       31,249       5,706             1983/96  
10351 Santa Monica
    96,899       3,080       8,014                   1,961       3,080       9,975       13,055       2,330       5,388 (3)     1984  
2730 Wilshire
    55,531       3,515       4,413                   1,651       3,515       6,064       9,579       1,636       4,478 (3)     1985  
Grand Avenue Plaza
    82,872       620       2,909                   4,132       620       7,041       7,661       1,428       5,675 (3)     1980/98  

F-21


Table of Contents

                                                                                                 
Initial Costs Basis Step Up Total Costs



Buildings Buildings Costs Capitalized Buildings
Square and and Subsequent to and Accumulated Year Built/
Footage Land Improvements Land Improvements Acquisition(2) Land Improvements Total Depreciation(1) Encumbrances Renovated












Burbank Executive Plaza
    63,320       1,100       4,418                   2,511       1,100       6,929       8,029       2,026             1987/83  
333 N. Glenoaks
    82,939       1,500       5,976                   3,309       1,500       9,285       10,785       2,413             1978/83  
Center Promenade
    177,072       2,310       9,296                   3,433       2,310       12,729       15,039       2,992             1982  
Los Angeles Corporate Center
    389,615       26,781       15,165                   9,677       26,781       24,842       51,623       6,990             1986  
5200 West Century
    312,700       2,080       9,510                   15,728       2,080       25,238       27,318       4,907             1982/98/99  
15250 Ventura
    112,142       2,560       10,313                   3,800       2,560       14,113       16,673       3,430             1970/90-91  
10350 Santa Monica
    42,696       860       3,458                   855       860       4,313       5,173       971             1979  
535 N. Brand Blvd. 
    109,104       1,600       8,427                   11,739       1,600       20,166       21,766       2,951             1973/92/99  
10780 Santa Monica
    93,211       2,625       7,531                   2,880       2,625       10,411       13,036       2,668             1984  
4900 California
    155,791       4,680       14,133                   3,756       4,680       17,889       22,569       4,122             1983  
Clarendon Crest
    43,222       1,300       3,741                   1,529       1,300       5,270       6,570       1,279       3,106 (3)     1990  
Noble Professional Center
    52,599       1,657       4,817                   1,344       1,657       6,161       7,818       1,479       3,481 (3)     1985/93  
South Bay Centre
    204,197       4,775       13,646                   5,716       4,775       19,362       24,137       4,654       12,420 (3)     1984  
8383 Wilshire
    424,588       13,570       43,213                   14,756       13,570       57,969       71,539       13,573             1971/93  
Parkway Center I
    61,289       1,480       5,651                   1,053       1,480       6,704       8,184       1,563             1992/95  
Centerpointe La Palma
    603,582       16,011       60,874                   13,223       16,011       74,097       90,108       16,782       32,918 (3)     1986/88/90  
299 N. Euclid
    74,573       1,050       5,738                   5,700       1,050       11,438       12,488       2,790             1983/99  
2800 28th Street
    106,481       2,938       8,425                   4,054       2,938       12,479       15,417       2,919             1979  
1000 Town Center
    108,508       2,800       10,638                   2,029       2,800       12,667       15,467       2,793             1989  
Mariner Court
    105,436       2,350       9,176                   1,781       2,350       10,957       13,307       2,571       6,660 (3)     1989  
Pacific Gateway
    225,805       6,288       18,417                   6,818       6,288       25,235       31,523       6,832             1982/90  
Irvine Corporate Center
    126,781       1,808       5,295                   4,559       1,808       9,854       11,662       1,849             1980/88/99  
Crown Cabot Financial
    174,222       7,056       20,667                   9,352       7,056       30,019       37,075       7,064             1989  
120 S. Spalding
    64,877       2,775       8,287                   4,863       2,775       13,150       15,925       3,189       7,943 (3)     1984  
1370 Valley Vista
    81,962       2,698       7,900                   1,643       2,698       9,543       12,241       2,179       5,378 (3)     1988  
Foremost Professional Plaza
    60,311       2,049       6,001                   1,090       2,049       7,091       9,140       1,579       8,664       1992  
Northpoint
    105,145       1,800       19,022                   3,790       1,800       22,812       24,612       4,498             1991  
Conejo Business Center
    69,425       2,489       6,960                   1,740       2,489       8,700       11,189       1,677       3,617       1991  

F-22


Table of Contents

                                                                                                 
Initial Costs Basis Step Up Total Costs



Buildings Buildings Costs Capitalized Buildings
Square and and Subsequent to and Accumulated Year Built/
Footage Land Improvements Land Improvements Acquisition(2) Land Improvements Total Depreciation(1) Encumbrances Renovated












Marin Corporate Center
    51,776       1,956       5,589                   1,108       1,956       6,697       8,653       1,089       2,585       1986  
145 South Fairfax
    54,398       1,825       5,325                   2,473       1,825       7,798       9,623       1,513       3,869       1984  
Bernardo Regency
    48,052       1,625       4,764                   1,722       1,625       6,486       8,111       1,465             1986  
Fountain Valley City Centre
    303,267       8,250       23,513                   5,941       8,250       29,454       37,704       6,305             1982  
Wilshire Pacific Plaza
    101,229       3,750       10,996                   4,052       3,750       15,048       18,798       3,520             1976/87  
World Savings Center
    473,581             106,259                   27,569             133,828       133,828       26,957             1983  
Sunset Point Plaza
    59,186       2,075       6,077                   1,360       2,075       7,437       9,512       1,525       3,359 (3)     1988  
Activity Business Center
    167,170       3,650       10,690                   2,581       3,650       13,271       16,921       2,634       7,222       1987  
Westlake Gardens
    50,267       1,831       5,405                   2,311       1,831       7,716       9,547       2,226             1998  
9100 Wilshire
    328,697       16,250       47,593                   10,957       16,250       58,550       74,800       13,075             1971/90  
Westwood Center
    314,366       3,159       24,374                   85,669       3,159       110,043       113,202       13,432             1965/2000  
1919 Santa Monica
    43,766       2,580       7,623                   1,296       2,580       8,919       11,499       1,697       3,620 (3)     1991  
600 Corporate Pointe
    275,113       8,575       34,632                   8,273       8,575       42,905       51,480       8,556       17,214 (3)     1989  
150 East Colorado Boulevard
    61,657       1,988       5,880                   2,588       1,988       8,468       10,456       1,860       4,635 (3)     1979/97  
5161 Lankershim
    180,940       5,016       24,908                   4,723       5,016       29,631       34,647       6,136       13,196 (3)     1985/97  
Huntington Beach Plaza
    53,459       1,109       3,284                   1,335       1,109       4,619       5,728       1,068       1,468 (3)     1984/96  
Fountain Valley Plaza
    107,313       2,949       8,728                   3,282       2,949       12,010       14,959       2,302       4,699 (3)     1982  
Newport Irvine Center
    75,184       2,215       6,554                   1,784       2,215       8,338       10,553       1,895       3,154 (3)     1981/97  
Von Karman Corporate Center
    452,378       11,513       34,077                   11,792       11,513       45,869       57,382       10,219       18,592 (3)     1981/84  
South Coast Executive
                                                                                               
Center
    61,292       1,563       4,526                   1,369       1,563       5,895       7,458       1,281       2,199 (3)     1979/97  
City Centre I
    141,903       4,792       14,172                   3,724       4,792       17,896       22,688       3,491       6,859 (3)     1985/97  
Orange Financial Center
    307,920       10,379       34,714                   9,792       10,379       44,506       54,885       9,325       17,679 (3)     1985/95  
Carlsbad Corporate Center
    129,000       3,722       12,104                   8,882       3,722       20,986       24,708       3,836       9,068 (3)     1996  
Balboa Corporate Center
    70,987       2,759       7,884                   1,209       2,759       9,093       11,852       1,501       5,580 (3)     1990  

F-23


Table of Contents

                                                                                                 
Initial Costs Basis Step Up Total Costs



Buildings Buildings Costs Capitalized Buildings
Square and and Subsequent to and Accumulated Year Built/
Footage Land Improvements Land Improvements Acquisition(2) Land Improvements Total Depreciation(1) Encumbrances Renovated












Panorama Corporate Center
    130,396       6,512       19,249                   4,408       6,512       23,657       30,169       4,312       12,544 (3)     1991  
Ruffin Corporate Center
    45,059       1,766       5,222                   71       1,766       5,293       7,059       939       3,330 (3)     1990  
Skypark Office Plaza
    203,946       5,733       21,047                   7,322       5,733       28,369       34,102       5,719             1986  
Governor Park Plaza
    104,441       3,382       10,005                   3,299       3,382       13,304       16,686       3,265       4,890 (3)     1986  
5120 Shoreham
    37,813       1,224       3,621                   1,283       1,224       4,904       6,128       1,430       2,903 (3)     1984  
Torreyana Science Park
    81,204       5,035       14,878                   648       5,035       15,526       20,561       2,845       9,236 (3)     1980/97  
Camarillo Business Park
    154,298       3,522       10,427                   3,680       3,522       14,107       17,629       3,305       8,100 (3)     1984/97  
5702 Bolsa
    27,731       589       1,745                   178       589       1,923       2,512       382       915 (3)     1987/97  
5672 Bolsa
    12,110       254       753                   65       254       818       1,072       159       321 (3)     1987  
5632 Bolsa
    21,568       458       1,358                   92       458       1,450       1,908       275       822 (3)     1987  
Huntington Commerce Center
    69,749       992       2,941                   578       992       3,519       4,511       777       1,513 (3)     1987  
Savi Tech Center
    242,327       5,876       17,396                   3,390       5,876       20,786       26,662       4,630       14,320 (3)     1989  
Yorba Linda Business Park
    165,710       2,629       7,796                   1,230       2,629       9,026       11,655       1,904       4,057 (3)     1988  
Cymer Technology Center
    155,612       5,446       16,109                   2,819       5,446       18,928       24,374       3,324       10,615 (3)     1986  
Poway Industrial
    112,000       1,876       5,561                   305       1,876       5,866       7,742       1,091       3,397 (3)     1991/96  
10180 Scripps Ranch
    43,560       1,165       3,448                   298       1,165       3,746       4,911       688       1,941 (3)     1978/96  
Via Frontera
    77,920       1,792       5,306                   1,024       1,792       6,330       8,122       1,495       2,797 (3)     1982/97  
Westridge
    48,955       1,807       5,345                   616       1,807       5,961       7,768       1,204       2,890 (3)     1984/96  
6060 Center Drive
    256,665       4,299       48,701                   12,046       4,299       60,747       65,046       7,118             2000  
Howard Hughes — Spectrum Club
    36,959       2,500       7,500                   37       2,500       7,537       10,037       1,271             1993  
6080 Center Drive
    286,568       5,082       49,853                   23,702       5,082       73,555       78,637       7,209             2001  
6100 Center Drive
    284,798       2,513       57,079                   24,174       2,513       81,253       83,766       3,390             2002  
11075 Santa Monica
    35,996       1,225       3,588                   1,407       1,225       4,995       6,220       1,196             1983  
Continental Grand Plaza
    237,494       7,125       39,416                   9,252       7,125       48,668       55,793       9,634       26,011 (3)     1986  
Calabasas Tech
    283,692       11,513       32,696                   8,501       11,513       41,197       52,710       8,745             1990/2001  
Oceangate Tower
    218,554       3,080       19,838                   4,290       3,080       24,128       27,208       4,603             1971/93/94  

F-24


Table of Contents

                                                                                                 
Initial Costs Basis Step Up Total Costs



Buildings Buildings Costs Capitalized Buildings
Square and and Subsequent to and Accumulated Year Built/
Footage Land Improvements Land Improvements Acquisition(2) Land Improvements Total Depreciation(1) Encumbrances Renovated












Genesee Executive Plaza
    155,014       6,750       19,691                   5,651       6,750       25,342       32,092       5,295       15,908 (3)     1984  
Solar Drive Business Center
    138,341       4,250       12,447                   2,093       4,250       14,540       18,790       2,680             1982  
601 S. Glenoaks
    74,745       2,450       7,132                   1,712       2,450       8,844       11,294       1,574       5,535 (3)     1990  
Tourney Pointe
    219,673       6,047       20,312                   12,880       6,047       33,192       39,239       6,592             1985/98/2000  
Hillside Corporate Center
    61,000       2,213       7,336                   2,285       2,213       9,621       11,834       1,792             1998  
Westlake Gardens II
    48,874       1,831       5,493                   1,448       1,831       6,941       8,772       1,280             1999  
Howard Hughes Tower
    316,014       5,830       44,839                   14,405       5,830       59,244       65,074       11,543             1987  
2001 Wilshire Blvd. 
    99,565       5,006       14,540                   1,861       5,006       16,401       21,407       2,593             1980  
Carmel Valley Centre
    109,518       4,900       23,336                   1,794       4,900       25,130       30,030       1,440             1987/89  
Carmel View Office Plaza
    77,672       3,100       9,342                   972       3,100       10,314       13,414       675             1985  
Crossroads
    134,477       3,950       12,810                   1,723       3,950       14,533       18,483       969             1979  
Governor Executive Center
    52,828       1,500       9,670                   368       1,500       10,038       11,538       521             1988  
Gateway Towers
    433,545       5,585       56,892                   4,093       5,585       60,985       66,570       3,594             1984/86  
Governor Executive Center II
    101,433       1,959       17,958                   2,895       1,959       20,853       22,812       1,545             1989  
Homestore
    137,762       9,128       19,253                   3,790       9,128       23,043       32,171       386             2000  
Warner Corporate Center
    253,000       2,860       53,725                   8,806       2,860       62,531       65,391       603             1988  
     
     
     
     
     
     
     
     
     
     
     
         
      18,110,660     $ 452,473     $ 1,879,789     $ 1,616     $ 8,607     $ 660,848     $ 454,089     $ 2,549,244     $ 3,003,333     $ 491,442     $ 382,639          
     
     
     
     
     
     
     
     
     
     
     
         


(1)  The depreciable lives for buildings and improvements and furniture, fixtures and equipment range from five to forty seven years. Tenant improvements and leasing costs are depreciated over the remaining term of the lease.
 
(2)  Amounts shown net of write-offs of fully depreciated assets and include total capitalized interest of $54.6 million.
 
(3)  All of these properties are collateral for our $365.3 million mortgage financings. The encumbrance allocated to an individual property is based on the related individual release price.

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Table of Contents

ARDEN REALTY, INC.

15. Schedule of Commercial Properties and Accumulated Depreciation (continued)

      The changes in our investment in commercial properties and related accumulated depreciation for each of the periods in the three years ended December 31, 2004, 2003 and 2002 are as follows (in thousands):

                           
Arden Realty, Inc.

For the Years Ended December 31,

2004 2003 2002



Commercial Properties:
                       
 
Balance at beginning of period
  $ 3,008,081     $ 3,045,208     $ 2,797,052  
 
Improvements
    93,811       77,532       95,073  
 
Disposition of property
    (196,999 )     (97,632 )     (24,094 )
 
Write offs of fully depreciated assets
    (65,591 )     (37,913 )     (24,129 )
 
Acquisition of properties
    97,503       22,054       134,938  
 
Transfers from (to) properties under development and land available for development
    66,528             66,368  
 
Reclassification to other assets
          (1,168 )      
     
     
     
 
 
Balance at end of period
  $ 3,003,333     $ 3,008,081     $ 3,045,208  
     
     
     
 
Accumulated Depreciation:
                       
 
Balance at beginning of period
  $ (460,732 )   $ (392,611 )   $ (307,082 )
 
Depreciation for period
    (125,315 )     (118,416 )     (111,022 )
 
Disposition of property
    29,817       12,325       1,982  
 
Write offs of fully depreciated assets
    65,591       37,913       24,129  
 
Transfers to (from) properties under development and land available for development
    (803 )           (618 )
 
Reclassification to other assets
          57        
     
     
     
 
 
Balance at end of period
  $ (491,442 )   $ (460,732 )   $ (392,611 )
     
     
     
 

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