Douglas Emmett Inc
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2023
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from _____ to _____
Commission file number:1-33106
(Exact name of registrant as specified in its charter)
| Maryland | 20-3073047 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(310)255-7700
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | DEI | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes | ☑ | No | ☐ |
|---|---|---|---|---|
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes | ☐ | No | ☑ |
| Indicate by check mark 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 | ☑ | No | ☐ |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☑ | No | ☐ |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||
|---|---|---|---|---|---|
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ | Emerging growth company | ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☑ |
|---|---|
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ☐ |
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ☐ |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☑ |
|---|
The aggregate market value of the common stock held by non-affiliates of the registrant, as of June 30, 2023, was $2.00 billion. (This computation excludes the market value of all shares of Common Stock reported as beneficially owned by executive officers and directors of the registrant. Such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of the Registrant.)
The registrant had 167,351,920 shares of its common stock outstanding as of February 9, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed in conjunction with the registrant’s annual meeting of shareholders to be held in 2024 are incorporated by reference in Part III of this Report on Form 10-K. Such proxy statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2023.
DOUGLAS EMMETT, INC.
FORM 10-K
| Table of Contents | ||
|---|---|---|
| Page | ||
| Glossary | 2 | |
| Forward Looking Statements | 5 | |
| PART I | ||
| Item 1 | Business Overview | 6 |
| Item 1A | Risk Factors | 13 |
| Item 1B | Unresolved Staff Comments | 31 |
| Item 1C | Cybersecurity | 31 |
| Item 2 | Properties | 33 |
| Item 3 | Legal Proceedings | 39 |
| Item 4 | Mine Safety Disclosures | 39 |
| PART II | ||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 39 |
| Item 6 | [Reserved] | 40 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 55 |
| Item 8 | Financial Statements and Supplementary Data | 55 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 55 |
| Item 9A | Controls and Procedures | 55 |
| Item 9B | Other Information | 56 |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 56 |
| PART III | ||
| Item 10 | Directors, Executive Officers and Corporate Governance | 57 |
| Item 11 | Executive Compensation | 57 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 57 |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 57 |
| Item 14 | Principal Accounting Fees and Services | 57 |
| PART IV | ||
| Item 15 | Exhibits and Financial Statement Schedule | 58 |
| Signatures | 61 | |
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