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Securities and Exchange Commission

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, 2002

OR

[ ] 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 000-30571

ARDEN REALTY LIMITED PARTNERSHIP

11601 Wilshire Boulevard Fourth Floor
Los Angeles, California 90025-1740
(address of principal executive office)

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

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

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   [ ]

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. [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes   [ ]   No   [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: Not applicable. No market for the Registrant’s common equity exists and, therefore, a market value for such units cannot be determined.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates by reference Arden Realty, Inc.’s Proxy Statement for its Annual Meeting of Stockholders which the Registrant anticipates will be filed no later than 120 days after the end of Arden Realty, Inc.’s fiscal year pursuant to Regulation 14A

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ARDEN REALTY LIMITED PARTNERSHIP
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PART I

ITEM 1. Business

(a) GENERAL

     The terms “us”, “we” and “our” as used in this report refer to Arden Realty Limited Partnership. The term “Arden Realty” refers to Arden Realty, Inc. We are an operating partnership that owns, manages, leases, develops, renovates and acquires commercial properties located in Southern California. Arden Realty, a real estate investment trust, or REIT, is our sole general partner and, as of December 31, 2002, owned approximately 97.3% of our common operating partnership units, or common OP Units.

(b) INDUSTRY SEGMENTS

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

(c) DESCRIPTION OF BUSINESS

     We are a full-service real estate organization managed by 8 senior executive officers who have experience in the real estate industry ranging from 11 to 33 years and who collectively have an average of 19 years of experience. We perform all property management, construction management, accounting, finance, acquisition activities and a majority of our leasing transactions for our portfolio with our staff of approximately 300 employees.

     As of December 31, 2002, Arden Realty was Southern California’s largest publicly traded office landlord as measured by total net rentable square feet owned. As of December 31, 2002, our portfolio of primarily suburban office properties consisted of 137 properties and 223 buildings containing approximately 19.4 million net rentable square feet including one development property with approximately 283,000 net rentable square feet under lease-up. As of December 31, 2002, our properties were 90.1% occupied.

Portfolio Management

     We perform all portfolio management activities, including management of all lease negotiations, construction management of tenant improvement, or tenant build-outs, property renovations, capital expenditures and on-site property management for our portfolio. We directly manage these activities from approximately 44 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 consistency of the 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 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, 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 70% 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.

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Business Strategies

     Our primary business strategy is to actively manage our portfolio to seek 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 in submarkets that add value and fit strategically into our portfolio. We may also sell existing properties and deploy the proceeds 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 users in the markets where we have extensive real estate and technical expertise;
	•		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.

     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 users 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 corporate office provides support to all regional offices and provides immediate response for critical operational issues.

     Proactive 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 leasing strategies, to effectively monitor the demand of office space in our existing submarkets, to efficiently examine 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 permits us to enhance portfolio value by controlling operating

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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 process and systems for cost control at each of our properties. These cost controls and operating efficiencies allowed us to achieve a 68.5% ratio of property operating results to total property revenues in 2002.

  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 small 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 current national economic downturn; 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 most key submarkets.

     Internal Operating Strategy

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

	•		stabilizing occupancy throughout our portfolio;
	•		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 and systems; and
	•		sourcing new and innovative revenue streams while providing high quality services to our tenants.

          Stabilizing Portfolio Occupancy

     Although our overall occupancy declined during 2002 by approximately 2.1% as a result of a continued downturn in the national and Southern California economic activity, 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. 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 professional management staff and by providing them with alternative space within our portfolio to accommodate their changing space requirements.

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          Cost Control Management 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 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 security systems that allow us to provide security services to our tenants at a lower cost;
	•		enhancement of billing systems, which enable 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.

          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, building services and supplies on a portfolio-wide basis also reduces our overall operating expenses.

          Sourcing Additional Revenue While Providing High Quality Services to Tenants

     We have invested in energy enhancement programs within our portfolio with the aim of reducing energy consumption, enhancing efficiency and lowering operating costs. Over the past three years, we have been recognized by the Environmental Protection Agency with the national Commercial Real Estate Partner of the Year award for our performance in the Energy Star Program. The competition involves top commercial real estate landlords throughout the United States and rigorous bench-marking procedures that track individual building energy efficiency. Of the 673 total Energy Star designated office buildings awarded nationally, 309 were awarded in California; of those, we had 83 award-winning buildings and were cited for having the most energy efficient buildings within a single portfolio in the nation.

     In 2001, we formed our taxable REIT subsidiary, Next>edge, to market our expertise in energy solutions and facilities management. In 2002, Next>edge began to assist companies to increase their energy efficiency and reduce 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.

     External Operating Strategy

     We believe in the diversity and balance of the Southern California 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 that 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:

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	•		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 and developers of office properties to attract tenants to our 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. 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 28% of our properties and 21% 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 microturbines, 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, 2002, we had approximately 300 full-time employees that perform all of our property management, construction management, accounting, finance and acquisition activities and a majority of our leasing transactions.

  Available Information

     This annual report on Form 10-K and other periodic and current reports filed with the Securities and Exchange Commission, or SEC, are 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 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 136 primarily office properties, containing approximately 19.1 million net rentable square feet, excluding a newly developed property with approximately 283,000 net rentable square feet currently under lease-up, that individually range from approximately 12,000 to 600,000 net rentable square feet. Of the 136 properties currently in service in our portfolio, 134 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, 2002:

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The following is a reconciliation of income from continuing operations before gain on sale of properties and minority interest to Property Operating Results (in thousands):

(3)		Excludes the operating results of one property classified as held for disposition. The operating results for this property 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)		Includes a retail property with approximately 133,000 net rentable square feet.
(6)		Including one development property currently under lease-up, our total portfolio consists of 137 properties with 223 buildings and approximately 19.4 million rentable square feet.

          The following is a summary of our occupancy and in-place rents as of December 31, 2002:

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Development Properties

     In addition to the properties listed above, we currently have one development property containing approximately 283,000 net rentable square feet under lease-up. This property is located in the Howard Hughes Center, a 70-acre commercial development located two miles north of Los Angeles International Airport and immediately adjacent to the San Diego Freeway (I-405), with on- and off-ramps that directly serve the site.

     The following table summarizes information about this property as of December 31, 2002:

(1)		Estimated total cost includes purchase and closing costs, capital expenditures, tenant improvements, leasing commissions and carrying costs during development, as well as an allocation of land and master plan costs.
(2)		We consider a property to be stabilized in the quarter when the property is at least 95% leased.
(3)		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 principle 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.
(4)		Estimated Year 1 Annual GAAP Yield includes an adjustment for straight-line rents.

     In addition to the property above, we have entitlements and preliminary architectural designs completed for additional build-to-suit buildings at the Howard Hughes Center totaling an additional 425,000 net rentable square feet. We also have construction entitlements at the Howard Hughes Center for up to 600 hotel rooms. Build-to-suit buildings 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 buildings or hotels at the Howard Hughes Center 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.

     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. Also, as part of our Gateway Towers acquisition in August 2002, we acquired 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 these projects until build-to-suit tenant leases are signed with terms allowing us to achieve yields commensurate with each project’s development risk.

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

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     Acquisitions

     The following table summarizes our acquisition activity during 2002:

     Dispositions

     The following table summarizes our disposition activity during 2002:

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     The following table presents specific information regarding our 136 stabilized properties as of December 31, 2002:

[Additional columns below]

[Continued from above table, first column(s) repeated]

																			Annualized
			Percentage of																Base Rent
			Total																per Leased
			Portfolio Net								Annualized				Number				Net Rentable
			Rentable				Percent				Base Rent				of				Square
Property Name			Square Feet				Leased				($000s)				Leases				Foot(1)
Los Angeles County
Los Angeles West
9665 Wilshire				0.8	%			99.3	%		$	5,900				21			$	37.44
Beverly Atrium				0.3				94.1				1,578				14				28.10
8383 Wilshire				2.2				90.2				9,700				124				25.75
120 S. Spalding				0.3				100.0				2,408				14				38.27
9100 Wilshire Blvd				1.7				91.7				8,160				71				27.26
Century Park Center				1.3				91.3				5,131				92				23.08
10350 Santa Monica				0.2				83.9				828				15				23.32
10351 Santa Monica				0.5				87.7				1,929				15				22.86
Westwood Terrace				0.7				98.5				3,726				26				27.82
1950 Sawtelle				0.5				88.1				2,266				35				24.96
10780 Santa Monica				0.5				95.4				2,135				34				24.21
Wilshire Pacific Plaza				0.5				92.2				2,434				39				26.37
World Savings Center(2)				2.5				94.2				13,468				55				30.49
11075 Santa Monica				0.2				91.3				799				6				24.53
2730 Wilshire				0.3				100.0				1,496				32				26.57
2800 28th Street				0.5				82.3				2,328				37				27.32
1919 Santa Monica				0.2				70.9				910				3				29.32
2001 Wilshire Blvd				0.5				93.2				2,626				19				27.87
Westwood Center				1.7				83.1				9,818				36				37.75
400 Corporate Pointe				0.9				100.0				3,179				21				19.32
600 Corporate Pointe				1.4				91.1				5,736				21				23.05
Bristol Plaza				0.4				97.7				1,687				28				20.55
Northpoint				0.5				78.4				2,569				7				31.43
Howard Hughes Spectrum Club				0.2				100.0				909				1				24.60
Howard Hughes Tower				1.6				74.3				6,922				30				29.70
6060 Center Drive				1.3				100.0				8,473				8				34.14
6080 Center Drive				1.5				96.0				9,684				14				36.26
Univision-5999 Center Drive				0.9				100.0				4,247				2				25.53
6100 Wilshire				1.1				100.0				5,397				55				26.03
145 South Fairfax				0.3				90.0				1,066				13				21.92
Beverly Sunset Medical Plaza(3)				0.7				74.7				3,137				55				30.06
	Subtotal/Weighted Average – Los Angeles West			26.2	%			91.4	%		$	130,646				943			$	28.46

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