CommonWealth REIT Announces 2013 Third Quarter Results

  CommonWealth REIT Announces 2013 Third Quarter Results  Business Wire  NEWTON, Mass. -- November 6, 2013  CommonWealth REIT (NYSE:CWH) today announced financial results for the quarter and nine months ended September 30, 2013.  Results for the Quarter Ended September 30, 2013:  Normalized funds from operations, or Normalized FFO, available for CommonWealth REIT common shareholders for the quarter ended September 30, 2013 was $67.3 million, or $0.57 per share basic and diluted, compared to Normalized FFO available for CommonWealth REIT common shareholders for the quarter ended September 30, 2012 of $69.3 million, or $0.83 per share basic and diluted. Normalized FFO excludes shareholder litigation costs and related expenses totaling $13.8 million, or $0.12 per share, for the quarter ended September 30, 2013.  Net (loss) income available for CommonWealth REIT common shareholders was ($227.5) million for the quarter ended September 30, 2013, compared to ($122,000) for the same quarter last year. Net (loss) income available for CommonWealth REIT common shareholders per share, basic and diluted (EPS), for the quarters ended September 30, 2013 and 2012 was ($1.92) and $0.00, respectively. Net loss for the quarter ended September 30, 2013 includes a loss from asset impairment of $217.1 million, or $1.83 per share, and $13.8 million, or $0.12 per share, of shareholder litigation costs and related expenses.  The weighted average number of basic and diluted common shares outstanding for the quarters ended September 30, 2013 and 2012, was 118,328,439 and 83,745,315, respectively.  A reconciliation of net (loss) income attributable to CommonWealth REIT, determined according to U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, available for CommonWealth REIT common shareholders and Normalized FFO available for CommonWealth REIT common shareholders for the quarters ended September 30, 2013 and 2012 appears later in this press release.  Adam Portnoy, Managing Trustee and President of CWH, made the following statement:  “During the third quarter, we continued to make significant progress in executing our business plan to reposition CWH’s portfolio into high value office properties located in central business district, or CBD, locations and away from properties located in suburban markets. During the quarter ended September 30, 2013, approximately 64% of CWH’s cash net operating income, or Cash Basis NOI, from continuing operations came from office properties located in CBD locations.  “We have also made several changes to our financial statements and reporting this quarter, which is available in our Third Quarter 2013 Supplemental Operating and Financial Data, and in our Quarterly Report on Form 10-Q, which we expect to file later this week with the Securities and Exchange Commission, or the SEC. Some of these changes are the result of accounting rules and some represent our continuing effort to enhance our public disclosures. Starting this quarter, we have deconsolidated the results of operations from Select Income REIT, or SIR, from CWH’s financial statements because beginning in July 2013 we owned less than 50% of SIR. We now account for CWH’s ownership in SIR under the equity method pursuant to GAAP accounting rules. Also, to help investors better understand our results of operations and because SIR’s operating results are no longer consolidated into CWH’s financial statements, we have simplified our reporting into only two operating segments: CBD Properties and Suburban Properties. We have also eliminated reporting by geographic market area and replaced it with a list of properties which individually represent one percent or more of NOI or Cash Basis NOI. Finally, we have simplified how we count our properties so that multiple buildings located at the same location are counted as one property instead of multiple properties. As of September 30, 2013, CWH’s continuing operations included 128 properties (235 buildings) with 38.9 million square feet. Thirty-three of these properties (68 buildings) with 23.8 million square feet individually generated one percent or more of NOI or Cash Basis NOI and collectively generated 75% of our third quarter 2013 Cash Basis NOI from continuing operations. As a result of these changes to our financial statements and reporting this quarter, we hope that investors may be able to better evaluate our results of operations and better understand CWH’s portfolio of properties.”  A reconciliation of NOI and Cash Basis NOI to net (loss) income determined according to GAAP for the three and nine months ended September 30, 2013 and 2012 appears later in this press release.  Results for the Nine Months Ended September 30, 2013:  Normalized FFO available for CommonWealth REIT common shareholders for the nine months ended September 30, 2013 was $225.7 million, or $2.05 per share basic and diluted, compared to Normalized FFO available for CommonWealth REIT common shareholders for the nine months ended September 30, 2012 of $215.1 million, or $2.57 per share basic and diluted. Normalized FFO excludes shareholder litigation costs and related expenses totaling $23.9 million, or $0.22 per share, for the nine months ended September 30, 2013.  Net (loss) income available for CommonWealth REIT common shareholders was ($205.2) million for the nine months ended September 30, 2013, compared to $12.0 million for the same period last year. Net (loss) income available for CommonWealth REIT common shareholders per share, basic and diluted (EPS), for the nine months ended September 30, 2013 and 2012 was ($1.86) and $0.14, respectively. Net loss for the nine months ended September 30, 2013 includes a loss from asset impairment of $225.6 million, or $2.04 per share, a loss on early extinguishment of debt of $60.0 million, or $0.54 per share, and shareholder litigation costs and related expenses of $23.9 million, or $0.22 per share, partially offset by a gain of $66.3 million, or $0.60 per share, from the sale of an equity investment.  The weighted average number of basic and diluted common shares outstanding for the nine months ended September 30, 2013 and 2012, was 110,352,501 and 83,731,371, respectively.  A reconciliation of net (loss) income attributable to CommonWealth REIT determined according to GAAP to FFO available for CommonWealth REIT common shareholders and Normalized FFO available for CommonWealth REIT common shareholders for the nine months ended September 30, 2013 and 2012 appears later in this press release.  Operating Results (excluding SIR):  As of September 30, 2013, 88.6% of CWH’s total square feet from continuing operations was leased, compared to 89.0% as of June 30, 2013 and 88.4% as of September 30, 2012.  CWH entered into lease renewals for 1,201,000 square feet and new leases for 340,000 square feet during the quarter ended September 30, 2013, which had weighted average cash rental rates that were approximately 4.3% below prior rates for the same leasable space. The weighted average lease term based on square feet for leases entered into during the third quarter of 2013 was 8.9 years. Commitments for tenant improvements, leasing commission costs and concessions for leases entered into during the quarter ended September 30, 2013 totaled approximately $46.7 million, or $3.41 per square foot per year of the lease term.  Same property occupancy for properties owned continuously since July 1, 2012 increased 0.1 percentage points from 88.4% as of September 30, 2012, to 88.5% as of September 30, 2013. Same property Cash Basis NOI decreased by 0.8% during the third quarter of 2013.  Recent Acquisitions and Sales Activities (excluding activities of SIR):  Since January 1, 2013, CWH has not acquired or entered into any agreements to purchase properties.  In early 2013, CWH announced that it would offer for sale 40 primarily suburban office and industrial properties (94 buildings) with a combined 6,673,851 square feet. As of today, 38 of these properties (92 buildings) with a combined 6,596,457 square feet have been sold for an aggregate sale price of $156.3 million, excluding closing costs. In addition, CWH has the remaining two properties (two buildings) with a combined 77,394 square feet under agreement to sell for a total of $2.1 million, excluding closing costs. CWH expects to sell these two properties before year end 2013.  During September 2013, the CWH Board of Trustees approved a plan to sell an additional 45 non-core properties (110 buildings) with a combined 8,425,548 square feet as part of its business plan to reposition CWH’s portfolio towards high quality office buildings located in central business districts and away from suburban office and industrial properties. As of September 30, 2013, these 45 properties were reclassified to discontinued operations, and CWH recorded asset impairment charges totaling $217.1 million, primarily relating to certain of these properties. CWH expects to sell these 45 properties by mid-year 2014.  Recent Financing Activities (excluding activities of SIR):  In October 2013, CWH prepaid at par all $99.0 million of its 5.75% unsecured senior notes due in 2014, using borrowings under its revolving credit facility.  Presentation:  As of September 30, 2013, CWH owned approximately 44.2% of the common shares of SIR, a publicly traded real estate investment trust, or REIT, that primarily owns net leased, single tenant office and industrial properties. On July 2, 2013, SIR issued and sold to the public 10,500,000 of its common shares of beneficial interest in an underwritten public offering. Prior to this offering, CWH’s 22,000,000 common shares of SIR represented more than 50% of SIR's outstanding common shares and SIR’s financial position and results of operations were consolidated in CWH’s financial statements. Beginning on July 2, 2013, CWH no longer consolidates its investment in SIR and its investment is accounted for under the equity method. Unless the context indicates otherwise, the amounts reported in this press release include SIR’s financial position and results of operations for periods prior to July 2, 2013, when SIR was CWH’s consolidated subsidiary.  For further information about SIR and its subsidiaries, please see SIR’s periodic reports and other filings with the SEC, which are available at the SEC’s website at www.sec.gov. References in this press release to SIR’s filings with the SEC are included to identify the source of SIR information only, and the information in SIR’s filings with the SEC is not incorporated by reference into this press release.  Conference Call:  Later today, at 1:00 p.m. Eastern Time, Adam Portnoy, President and Managing Trustee, and John Popeo, Chief Financial Officer, will host a conference call to discuss the financial results for the quarter ended September 30, 2013.  The conference call telephone number is (877) 260-8900. Participants calling from outside the United States and Canada should dial (612) 332-1210. No pass code is necessary to access either call. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. Eastern Time on Wednesday, November 13, 2013. To hear the replay, dial (320) 365-3844. The replay pass code is 305206.  A live audio webcast of the conference call will also be available in a listen only mode on CWH’s website, which is located at www.cwhreit.com. Participants wanting to access the webcast should visit CWH’s website about five minutes before the call. The archived webcast will be available for replay on CWH’s website for about one week after the call.  The transcription, recording and retransmission in any way of CWH’s third quarter conference call are strictly prohibited without the prior written consent of CWH.  Supplemental Data:  A copy of CWH’s Third Quarter 2013 Supplemental Operating and Financial Data is available for download at CWH’s website, www.cwhreit.com. CWH’s website is not incorporated as part of this press release.  CWH is a REIT which primarily owns office properties located throughout the United States. CWH is headquartered in Newton, MA.  Please see the pages attached hereto for a more detailed statement of CWH’s operating results and financial condition, for an explanation of CWH’s calculation of FFO and Normalized FFO and for a reconciliation of net (loss) income attributable to CommonWealth REIT to those non-GAAP amounts, and for an explanation of CWH’s calculation of NOI and Cash Basis NOI and for a reconciliation of net (loss) income to that non-GAAP amount.                  WARNING CONCERNING FORWARD LOOKING STATEMENTS  THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER CWH USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, CWH IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:    *ON JUNE 21, 2013, CORVEX MANAGEMENT LP, OR CORVEX, DELIVERED A LETTER TO     CWH ASSERTING THAT CWH’S BOARD OF TRUSTEES HAD BEEN REMOVED AND NO LONGER     HAS AUTHORITY TO ACT FOR CWH BY REASON OF A PURPORTED SHAREHOLDERS’     CONSENT SOLICITATION BY CORVEX, RELATED FUND MANAGEMENT, LLC AND CERTAIN     OF THEIR AFFILIATES, OR TOGETHER WITH CORVEX, CORVEX/RELATED. CWH BELIEVES     THIS PURPORTED SHAREHOLDERS’ CONSENT SOLICITATION HAS NO LEGAL EFFECT. THE     LEGAL EFFECTIVENESS OF THE CORVEX/RELATED ACTIVITIES TO REMOVE CWH’S     ENTIRE BOARD OF TRUSTEES IS CURRENTLY THE SUBJECT OF LEGAL PROCEEDINGS     BEFORE AN ARBITRATION PANEL UNDER THE AUSPICES OF THE AMERICAN ARBITRATION     ASSOCIATION. A DETERMINATION BY THE ARBITRATION PANEL THAT CWH’S ENTIRE     BOARD OF TRUSTEES HAS BEEN REMOVED AS A RESULT OF THE CORVEX/RELATED     CONSENT SOLICITATION COULD CAUSE SEVERAL ADVERSE CONSEQUENCES TO CWH’S     CONTINUED OPERATIONS, INCLUDING: (I) DEFAULT OF CWH’S REVOLVING CREDIT     FACILITY AND TERM LOAN AGREEMENTS PERMITTING CWH’S LENDERS TO ACCELERATE     REPAYMENTS, (II) ACTIVATION OF DILUTIVE EQUITY CONVERSION RIGHTS UNDER     CWH’S SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES, (III) POSSIBLE     DEFAULTS OF CERTAIN MORTGAGE DEBT OBLIGATIONS, (IV) POSSIBLE CROSS     DEFAULTS OF CWH’S OTHER DEBT OBLIGATIONS INCLUDING CWH’S APPROXIMATELY     $1.5 BILLION OF UNSECURED NOTES, AND (V) CWH’S FAILURE TO MEET NYSE AND     SEC REQUIREMENTS TO ALLOW CWH’S SECURITIES TO CONTINUE TO BE PUBLICLY     TRADED. ON JUNE 19, 2013, CORVEX/RELATED FILED WITH THE SEC A PUBLIC     STATEMENT INDICATING THAT IN THE EVENT CWH’S BOARD OF TRUSTEES IS REMOVED     AS A RESULT OF THE CORVEX/RELATED CONSENT SOLICITATION, THEY WILL OFFER TO     BUY 51% OF THE DEBT OUTSTANDING UNDER CWH'S REVOLVING CREDIT FACILITY AND     TERM LOAN AGREEMENTS AT PAR VALUE TO PREVENT THE ACCELERATION OF SUCH     LOANS. HOWEVER, WAIVERS OF DEFAULTS UNDER CWH’S REVOLVING CREDIT FACILITY     AND TERM LOAN AGREEMENTS REQUIRE THE APPROVAL OF TWO THIRDS OF CWH’S     LENDERS BY AMOUNT. CWH CANNOT GUARANTEE THAT CORVEX/RELATED WILL BE     SUCCESSFUL IN BUYING ANY OF CWH’S OUTSTANDING DEBTS OR CREDIT COMMITMENTS     OR IN PREVENTING THE ACCELERATION OF SUCH LOANS. THE RESULTS OF LITIGATION     AND ARBITRATION ARE DIFFICULT TO PREDICT AND CWH IS UNABLE TO PROVIDE ANY     ASSURANCES REGARDING SUCH RESULTS;   *THIS PRESS RELEASE STATES THAT CWH HAS ENTERED INTO AGREEMENTS TO SELL     PROPERTIES. THESE TRANSACTIONS ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS     TYPICAL OF COMMERCIAL REAL ESTATE TRANSACTIONS. THE TERMS AND CONDITIONS     MAY NOT BE MET. AS A RESULT, THESE TRANSACTIONS MAY NOT OCCUR OR MAY BE     DELAYED OR THE TERMS MAY CHANGE; AND   *THIS PRESS RELEASE STATES THAT CWH EXPECTS TO SELL IN 2013 AND 2014 THE     REMAINING PROPERTIES NOT ALREADY SOLD THAT ARE CLASSIFIED AS HELD FOR SALE     AS OF SEPTEMBER 30, 2013. HOWEVER, CWH MAY BE UNABLE TO SELL SOME OR ALL     OF THESE PROPERTIES IN 2013 OR 2014 OR EVER, ON TERMS CWH IS WILLING TO     ACCEPT OR OTHERWISE. ALSO, THE DETERMINATION TO SELL PROPERTIES AND ANY     AGREEMENTS ENTERED INTO WITH RESPECT TO ANY OF CWH’S PROPERTIES MAY BE     CHALLENGED IN THE EVENT THAT THE ARBITRATION PANEL DETERMINES THAT THE     CORVEX/RELATED CONSENT SOLICITATION IS LEGALLY EFFECTIVE AND CWH'S ENTIRE     BOARD OF TRUSTEES HAS BEEN REMOVED. ACCORDINGLY, SOME OR ALL OF THE     PROPERTIES CWH HAS IDENTIFIED FOR SALE MAY NOT BE SOLD OR THE SALES OF     THESE PROPERTIES MAY BE DELAYED.  THE INFORMATION CONTAINED IN CWH’S FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION "RISK FACTORS" IN CWH’S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM CWH’S FORWARD LOOKING STATEMENTS. CWH’S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.  YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.  EXCEPT AS REQUIRED BY LAW, CWH DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.                                                                                                                                                                CommonWealth REIT  Condensed Consolidated Statements of Operations, Funds from Operations and  Normalized Funds from Operations  (amounts in thousands)  (unaudited)                                                                               Quarter Ended September        Nine Months Ended September                    30,                            30,                    2013           2012            2013           2012                                                                                Rental income      $ 201,741     $ 226,802      $ 699,207     $ 662,587                                                                                  Expenses: Operating            94,632         92,005          287,650        265,227 expenses Depreciation and                  52,150         52,353          169,930        154,623 amortization General and          25,069         12,565          61,445         34,190 administrative Acquisition         (436     )    1,066         337          5,002     related costs Total expenses      171,415      157,989       519,362      459,042                                                                                  Operating            30,326         68,813          179,845        203,545 income                                                                                Interest and         227            399             931            1,020 other income Interest expense (including net amortization of debt discounts, premiums and         (39,359  )     (50,736 )       (134,824 )     (148,924 ) deferred financing fees of ($589), $1,001, $321 and $2,717, respectively) Loss on early extinguishment       -              (220    )       (60,027  )     (287     ) of debt Equity in earnings of          10,492         2,868           14,913         8,655 investees Gain on sale of equity           -            -             66,293       -         investment Income from continuing operations           1,686          21,124          67,131         64,009 before income tax expense Income tax          (785     )    (1,322  )      (2,527   )    (1,906   ) expense Income from continuing           901            19,802          64,604         62,103 operations Discontinued operations: (Loss) income from                 (28      )     774             4,390          4,891 discontinued operations Loss on asset impairment from                 (217,080 )     -               (225,615 )     - discontinued operations Loss on early extinguishment of debt from         -              -               -              (1,608   ) discontinued operations Net gain on sale of properties          -            1,689         3,359        2,039     from discontinued operations (Loss) income before gain on       (216,207 )     22,265          (153,262 )     67,425 sale of properties Gain on sale        -            -             1,596        -         of properties Net (loss)           (216,207 )     22,265          (151,666 )     67,425 income Net income attributable to noncontrolling      (108     )    (4,647  )      (20,093  )    (10,062  ) interest in consolidated subsidiary Net (loss) income attributable         (216,315 )     17,618          (171,759 )     57,363 to CommonWealth REIT Preferred            (11,151  )     (12,755 )       (33,453  )     (40,401  ) distributions Excess redemption price paid over carrying       -            (4,985  )      -            (4,985   ) value of preferred shares Net (loss) income available for      $ (227,466 )   $ (122    )     $ (205,212 )   $ 11,977    CommonWealth REIT common shareholders                                                                                                                                                               Amounts attributable to CommonWealth REIT common shareholders: (Loss) income from               $ (10,358  )   $ (2,585  )     $ 12,654       $ 6,655 continuing operations (Loss) income from                 (28      )     774             4,390          4,891 discontinued operations Loss on asset impairment from                 (217,080 )     -               (225,615 )     - discontinued operations Loss on early extinguishment of debt from         -              -               -              (1,608   ) discontinued operations Net gain on sale of properties          -            1,689         3,359        2,039     from discontinued operations Net (loss)         $ (227,466 )   $ (122    )     $ (205,212 )   $ 11,977    income                                                                                                                                                                              CommonWealth REIT  Condensed Consolidated Statements of Operations, Funds from Operations and  Normalized Funds from Operations  (amounts in thousands)  (unaudited)                                                                                              Quarter Ended September        Nine Months Ended                            30,                            September 30,                            2013           2012            2013           2012 Calculation of FFO:^(1) Net (loss) income attributable to            $ (216,315 )   $ 17,618        $ (171,759 )   $ 57,363 CommonWealth REIT         depreciation         and Plus:   amortization         52,150         52,353          169,930        154,623         from         continuing         operations         depreciation         and Plus:   amortization         8,157          11,084          24,289         33,717         from         discontinued         operations         loss on asset         impairment Plus:   from                 217,080        -               225,615        -         discontinued         operations Plus:   FFO from             14,095         5,472           18,996         16,070         investees         net income         attributable Plus:   to                   108            4,647           20,093         10,062         noncontrolling         interest         FFO         attributable Less:   to                   (142     )     (5,796  )       (26,270  )     (12,270 )         noncontrolling         interest Less:   gain on sale         -              -               (1,596   )     -         of properties         net gain on         sale of Less:   properties           -              (1,689  )       (3,359   )     (2,039  )         from         discontinued         operations         equity in Less:   earnings of         (10,492  )    (2,868  )      (14,913  )    (8,655  )         investees FFO attributable to          64,641         80,821          241,026        248,871 CommonWealth REIT Less:   preferred           (11,151  )    (12,755 )      (33,453  )    (40,401 )         distributions FFO available for CommonWealth REIT          $ 53,490      $ 68,066       $ 207,573     $ 208,470  common shareholders                                                                                       Calculation of Normalized FFO:^(1) FFO attributable to        $ 64,641       $ 80,821        $ 241,026      $ 248,871 CommonWealth REIT         acquisition         related costs Plus:   from                 (436     )     1,066           337            5,002         continuing         operations Plus:   normalized FFO       14,444         5,633           19,350         16,293         from investees         loss on early         extinguishment Plus:   of debt from         -              220             60,027         287         continuing         operations         loss on early         extinguishment Plus:   of debt from         -              -               -              1,608         discontinued         operations         shareholder         litigation Plus:   costs and            13,792         -               23,917         -         related         expenses         average         minimum rent Plus:   from direct          329            329             987            987         financing         lease         FFO         attributable Plus:   to                   142            5,796           26,270         12,270         noncontrolling         interest         normalized FFO         attributable Less:   to                   (142     )     (5,968  )       (26,573  )     (12,641 )         noncontrolling         interest Less:   FFO from             (14,095  )     (5,472  )       (18,996  )     (16,070 )         investees         interest         earned from Less:   direct               (272     )     (353    )       (877     )     (1,119  )         financing         lease         gain on sale Less:   of equity           -            -             (66,293  )    -                investment Normalized FFO attributable to              78,403         82,072          259,175        255,488 CommonWealth REIT Less:   preferred           (11,151  )    (12,755 )      (33,453  )    (40,401 )         distributions Normalized FFO available for              $ 67,252      $ 69,317       $ 225,722     $ 215,087  CommonWealth REIT common shareholders                                                                                       Weighted average common shares               118,328      83,745        110,353      83,731   outstanding – basic and diluted^(2)                                                                                       Per common share: (Loss) income from continuing operations attributable to            $ (0.09    )   $ (0.03   )     $ 0.11         $ 0.08 CommonWealth REIT common shareholders – basic and diluted (Loss) income from discontinued operations attributable to            $ (1.83    )   $ 0.03          $ (1.97    )   $ 0.06 CommonWealth REIT common shareholders – basic and diluted Net (loss) income available for CommonWealth REIT          $ (1.92    )   $ -             $ (1.86    )   $ 0.14 common shareholders – basic and diluted FFO available for CommonWealth REIT          $ 0.45         $ 0.81          $ 1.88         $ 2.49 common shareholders – basic and diluted Normalized FFO available for CommonWealth REIT          $ 0.57         $ 0.83          $ 2.05         $ 2.57 common shareholders – basic and diluted                                                                                                                                                              CommonWealth REIT  Condensed Consolidated Statements of Operations, Funds from Operations and  Normalized Funds from Operations (continued)  (amounts in thousands)  (unaudited)              CWH calculates FFO and Normalized FFO as shown above. FFO is        calculated on the basis defined by The National Association of Real        Estate Investment Trusts, or NAREIT, which is net income, calculated        in accordance with GAAP, plus real estate depreciation and        amortization, loss on real estate asset impairment, net income        attributable to noncontrolling interest and FFO from equity        investees, excluding any gain or loss on sale of properties, equity        in earnings from investees and FFO attributable to noncontrolling        interests. CWH’s calculation of Normalized FFO differs from NAREIT's        definition of FFO because CWH excludes acquisition related costs,        gain from sale of equity investment, loss on early extinguishment of        debt, shareholder litigation costs and related expenses, the        difference between average minimum rent and interest earned from        CWH’s direct financing lease and the difference between FFO and        Normalized FFO from equity investees and noncontrolling interests.        CWH considers FFO and Normalized FFO to be appropriate measures of        operating performance for a REIT, along with net (loss) income, net        (loss) income attributable to CommonWealth REIT, net (loss) income        available for CommonWealth REIT common shareholders, operating income        and cash flow from operating activities. CWH believes that FFO and        Normalized FFO provide useful information to investors because by        excluding the effects of certain historical amounts, such as        depreciation expense, FFO and Normalized FFO may facilitate a        comparison of CWH’s operating performance between periods and between ^(1)   CWH and other REITs. FFO and Normalized FFO are among the factors        considered by CWH’s Board of Trustees when determining the amount of        distributions to CWH’s shareholders. Other factors include, but are        not limited to, requirements to maintain CWH’s status as a REIT,        limitations in CWH’s revolving credit facility and term loan        agreement and public debt covenants, the availability of debt and        equity capital to CWH, CWH’s cash available for distribution, CWH’s        expectation of its future capital requirements and operating        performance, and CWH’s expected needs and availability of cash to pay        its obligations. FFO and Normalized FFO do not represent cash        generated by operating activities in accordance with GAAP and should        not be considered as alternatives to net (loss) income, net (loss)        income attributable to CommonWealth REIT, net (loss) income available        for CommonWealth REIT common shareholders, operating income or cash        flow from operating activities, determined in accordance with GAAP,        or as indicators of CWH’s financial performance or liquidity, nor are        these measures necessarily indicative of sufficient cash flow to fund        all of CWH’s needs. These measures should be considered in        conjunction with net (loss) income, net (loss) income attributable to        CommonWealth REIT, net (loss) income available for CommonWealth REIT        common shareholders, operating income and cash flow from operating        activities as presented in CWH’s Condensed Consolidated Statements of        Operations, Condensed Consolidated Statements of Comprehensive (Loss)        Income and Condensed Consolidated Statements of Cash Flows. Other        REITs and real estate companies may calculate FFO and Normalized FFO        differently than CWH does.                                                                                      Assuming no fundamental change has occurred, as of September 30,        2013, CWH’s 15,180 outstanding series D cumulative convertible        preferred shares were convertible into 7,298 common shares and the        effect of a conversion of CWH’s series D cumulative convertible        preferred shares on income from continuing operations attributable to        CommonWealth REIT common shareholders per share is anti-dilutive to        income, FFO and Normalized FFO for all periods presented. Set forth        below is the calculation of diluted net income available for common        shareholders, diluted FFO available for common shareholders, diluted ^(2)   Normalized FFO available for common shareholders and diluted weighted        average common shares outstanding. If the arbitration panel        determines that the Corvex/Related consent solicitation is legally        effective and CWH’s entire Board of Trustees has been removed, such        removal would constitute a fundamental change under the 6.5% series D        cumulative convertible preferred shares giving holders of such shares        the option to convert these shares into common shares at a ratio        based on 98% of the average closing market price for a period before        such removal is effective unless CWH repurchases these shares for        their par value plus accrued and unpaid distributions.                                                                    Quarter Ended September 30,     Nine Months Ended                                                    September 30,                    2013            2012           2013           2012                                                                               Net (loss) income available for      $  (227,466  )   $ (122   )     $  (205,212 )   $ 11,977 CommonWealth REIT common shareholders Add - Series D convertible          6,167         6,167         18,501       18,501 preferred distributions Net (loss) income available for CommonWealth       $  (221,299  )   $ 6,045       $  (186,711 )   $ 30,478 REIT common shareholders – diluted                                                                               FFO available for CommonWealth       $  53,490        $ 68,066       $  207,573      $ 208,470 REIT common shareholders Add - Series D convertible          6,167         6,167         18,501       18,501 preferred distributions FFO available for CommonWealth       $  59,657       $ 74,233      $  226,074     $ 226,971 REIT common shareholders – diluted                                                                               Normalized FFO available for CommonWealth       $  67,252        $ 69,317       $  225,722      $ 215,087 REIT common shareholders Add - Series D convertible           6,167           6,167           18,501         18,501 preferred distributions Normalized FFO available for CommonWealth       $  73,419       $ 75,484      $  244,223     $ 233,588 REIT common shareholders – diluted                                                                               Weighted average common shares                118,328         83,745          110,353        83,731 outstanding – basic Effect of dilutive Series D             7,298         7,298         7,298        7,298 preferred shares Weighted average common shares               125,626       91,043        117,651      91,029 outstanding – diluted                                                                                                                                                                CommonWealth REIT  Calculation of Property Net Operating Income (NOI) and Cash Basis NOI  (amounts in thousands)  (unaudited)                                                                               Quarter Ended September        Nine Months Ended September                    30,                            30,                    2013           2012            2013           2012 Calculation of NOI and Cash Basis NOI:^(1) Rental income      $ 201,741      $ 226,802       $ 699,207      $ 662,587 Operating           (94,632  )    (92,005 )      (287,650 )    (265,227 ) expenses Property net operating            107,109        134,797         411,557        397,360 income (NOI) Non cash straight line        (6,679   )     (11,752 )       (26,944  )     (31,064  ) rent adjustments Lease value          2,207          2,306           7,061          6,970 amortization Lease termination         (434     )    (1,242  )      (1,737   )    (3,226   ) fees Cash Basis NOI     $ 102,203     $ 124,109      $ 389,937     $ 370,040                                                                                  Reconciliation of Cash Basis NOI to Net (Loss) Income: Cash Basis NOI     $ 102,203      $ 124,109       $ 389,937      $ 370,040 Non cash straight line        6,679          11,752          26,944         31,064 rent adjustments Lease value          (2,207   )     (2,306  )       (7,061   )     (6,970   ) amortization Lease termination         434          1,242         1,737        3,226     fees Property NOI         107,109        134,797         411,557        397,360 Depreciation and                  (52,150  )     (52,353 )       (169,930 )     (154,623 ) amortization General and          (25,069  )     (12,565 )       (61,445  )     (34,190  ) administrative Acquisition         436          (1,066  )      (337     )    (5,002   ) related costs Operating            30,326         68,813          179,845        203,545 income                                                                                Interest and         227            399             931            1,020 other income Interest             (39,359  )     (50,736 )       (134,824 )     (148,924 ) expense Loss on early extinguishment       -              (220    )       (60,027  )     (287     ) of debt Equity in earnings of          10,492         2,868           14,913         8,655 investees Gain on sale of equity           -            -             66,293       -         investment Income from continuing operations           1,686          21,124          67,131         64,009 before income tax expense Income tax          (785     )    (1,322  )      (2,527   )    (1,906   ) expense Income from continuing           901            19,802          64,604         62,103 operations Discontinued operations: (Loss) income from                 (28      )     774             4,390          4,891 discontinued operations Loss on asset impairment from                 (217,080 )     -               (225,615 )     - discontinued operations Loss on early extinguishment of debt from         -              -               -              (1,608   ) discontinued operations Net gain on sale of properties          -            1,689         3,359        2,039     from discontinued operations (Loss) income before gain on       (216,207 )     22,265          (153,262 )     67,425 sale of properties Gain on sale        -            -             1,596        -         of properties Net (loss)         $ (216,207 )   $ 22,265       $ (151,666 )   $ 67,425    income               CWH calculates NOI on a GAAP and cash basis as shown above. CWH        defines NOI as income from CWH’s real estate including lease        termination fees received from tenants less CWH’s property operating        expenses, which expenses include property marketing costs. NOI        excludes amortization of capitalized tenant improvement costs and        leasing commissions. CWH defines Cash Basis NOI as NOI less non cash        straight line rent adjustments, lease value amortization and lease        termination fees. CWH considers NOI and Cash Basis NOI to be        appropriate supplemental measures to net (loss) income because they        may help both investors and management to understand the operations of        CWH’s properties. CWH uses NOI and Cash Basis NOI internally to        evaluate individual, regional and company wide property level        performance, and CWH believes that NOI and Cash Basis NOI provide        useful information to investors regarding CWH’s results of operations        because they reflect only those income and expense items that are        incurred at the property level and may facilitate comparisons of CWH’s        operating performance between periods and with other REITs. The        calculation of NOI and Cash Basis NOI exclude certain components of ^(1)   net (loss) income in order to provide results that are more closely        related to CWH’s properties' results of operations. NOI and Cash Basis        NOI do not represent cash generated by operating activities in        accordance with GAAP, and should not be considered as alternatives to        net (loss) income, net (loss) income attributable to CommonWealth        REIT, net (loss) income available for CommonWealth REIT common        shareholders, operating income or cash flow from operating activities,        determined in accordance with GAAP, or as indicators of CWH’s        financial performance or liquidity, nor are these measures necessarily        indicative of sufficient cash flow to fund all of CWH’s needs. These        measures should be considered in conjunction with net (loss) income,        net (loss) income attributable to CommonWealth REIT, net (loss) income        available for CommonWealth REIT common shareholders, operating income        and cash flow from operating activities as presented in CWH’s        Condensed Consolidated Statements of Operations, Condensed        Consolidated Statements of Comprehensive (Loss) Income and Condensed        Consolidated Statements of Cash Flows. Other REITs and real estate        companies may calculate NOI and Cash Basis NOI differently than CWH        does.                                                                                                                                                              CommonWealth REIT  Condensed Consolidated Balance Sheets  (amounts in thousands, except share data)  (unaudited)                                                                                                     September 30,      December 31,                                            2013               2012 ASSETS Real estate properties: Land                                       $ 740,613          $ 1,531,416 Buildings and improvements                  4,890,457        6,297,993                                                5,631,070          7,829,409 Accumulated depreciation                    (874,032   )      (1,007,606 )                                              4,757,038          6,821,803 Properties held for sale                     678,250            171,832 Acquired real estate leases, net             272,381            427,756 Equity investments                           517,254            184,711 Cash and cash equivalents                    165,990            102,219 Restricted cash                              17,443             16,626 Rents receivable, net of allowance for doubtful accounts of $7,750 and          218,301            253,394 $9,962, respectively Other assets, net                           195,330          211,293     Total assets                               $ 6,821,987       $ 8,189,634                                                                                 LIABILITIES AND SHAREHOLDERS' EQUITY Revolving credit facility                  $ 235,000          $ 297,000 SIR revolving credit facility                -                  95,000 Senior unsecured debt, net                   1,954,701          2,972,994 Mortgage notes payable, net                  925,120            984,827 Liabilities related to properties            30,322             2,339 held for sale Accounts payable and accrued                 169,498            194,184 expenses Assumed real estate lease                    38,087             69,304 obligations, net Rent collected in advance                    29,220             35,700 Security deposits                            12,442             23,860 Due to related persons                      6,564            12,958      Total liabilities                           3,400,954        4,688,166                                                                                 Shareholders' equity: Shareholder's equity attributable to CommonWealth REIT: Preferred shares of beneficial interest, $0.01 par value: 50,000,000 shares authorized; Series D preferred shares; 6 1/2% cumulative convertible; 15,180,000 shares issued and outstanding,               368,270            368,270 aggregate liquidation preference $379,500 Series E preferred shares; 7 1/4% cumulative redeemable on or after May 15, 2016; 11,000,000 shares              265,391            265,391 issued and outstanding, aggregate liquidation preference $275,000 Common shares of beneficial interest, $0.01 par value: 350,000,000 shares authorized; 118,387,518 and 83,804,068 shares            1,184              838 issued and outstanding, respectively Additional paid in capital                   4,213,472          3,585,400 Cumulative net income                        2,215,141          2,386,900 Cumulative other comprehensive               (26,930    )       565 (loss) income Cumulative common distributions              (3,052,675 )       (2,972,569 ) Cumulative preferred distributions          (562,820   )      (529,367   ) Total shareholders' equity                   3,421,033          3,105,428 attributable to CommonWealth REIT Noncontrolling interest in                  -                396,040     consolidated subsidiary Total shareholders' equity                  3,421,033        3,501,468   Total liabilities and shareholders'        $ 6,821,987       $ 8,189,634   equity                                                                                A Maryland Real Estate Investment Trust with transferable shares of beneficial   interest listed on the New York Stock Exchange. No shareholder, Trustee or      officer is personally liable for any act or obligation of the Trust.  Contact:  CommonWealth REIT Timothy A. Bonang, 617-796-8222 Vice President, Investor Relations www.cwhreit.com  
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