Edgar Filing: Equity Commonwealth

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9317

EQUITY COMMONWEALTH

(Exact Name of Registrant as Specified in Its Charter)



Maryland		04-6558834
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)



Two North Riverside Plaza, Suite 2100, Chicago, IL		60606
(Address of Principal Executive Offices)		(Zip Code)

(312) 646-2800

(Registrant’s Telephone Number, Including Area Code)

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):



Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Number of registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of October 27, 2016: 125,532,523.

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EQUITY COMMONWEALTH

FORM 10-Q

September 30, 2016

INDEX



		Page

PART I	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensive Income	3

	Condensed Consolidated Statements of Cash Flows	4

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	37

PART II	Other Information

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

	Signatures	40

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EXPLANATORY NOTE

References in this Quarterly Report on Form 10-Q to the Company, EQC, we, us or our, refer to Equity Commonwealth and its consolidated subsidiaries as of September 30, 2016, unless the context indicates otherwise.

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PART I. Financial Information

Item 1. Financial Statements.

EQUITY COMMONWEALTH

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(unaudited)



	September 30, 2016			December 31, 2015
				(audited)
ASSETS
Real estate properties:
Land	$	293,225		$	389,410
Buildings and improvements	2,642,588			3,497,942
	2,935,813			3,887,352
Accumulated depreciation	(751,882		)	(898,939		)
	2,183,931			2,988,413
Properties held for sale	13,463			—
Acquired real estate leases, net	52,017			88,760
Cash and cash equivalents	2,405,174			1,802,729
Restricted cash	36,755			32,245
Rents receivable, net of allowance for doubtful accounts of $4,515 and $7,715, respectively	150,728			174,676
Other assets, net	123,699			144,341
Total assets	$	4,965,767		$	5,231,164

LIABILITIES AND SHAREHOLDERS’ EQUITY
Senior unsecured debt, net	$	1,313,267		$	1,450,606
Mortgage notes payable, net	243,993			246,510
Liabilities related to properties held for sale	667			—
Accounts payable and accrued expenses	87,003			123,587
Assumed real estate lease obligations, net	2,140			4,296
Rent collected in advance	21,529			27,340
Security deposits	8,128			10,338
Total liabilities	1,676,727			1,862,677

Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value: 50,000,000 shares authorized;
Series D preferred shares; 6 1/2% cumulative convertible; 4,915,196 shares issued and outstanding, aggregate liquidation preference of $122,880	119,263			119,263
Series E preferred shares; 7 1/4% cumulative redeemable on or after May 15, 2016; 0 and 11,000,000 shares issued and outstanding, respectively, aggregate liquidation preference $0 and $275,000, respectively	—			265,391
Common shares of beneficial interest, $0.01 par value: 350,000,000 shares authorized; 125,532,523 and 126,349,914 shares issued and outstanding, respectively	1,255			1,263
Additional paid in capital	4,402,927			4,414,611
Cumulative net income	2,554,343			2,333,709
Cumulative other comprehensive loss	(1,117		)	(3,687		)
Cumulative common distributions	(3,111,868		)	(3,111,868		)
Cumulative preferred distributions	(675,763		)	(650,195		)
Total shareholders’ equity	3,289,040			3,368,487
Total liabilities and shareholders’ equity	$	4,965,767		$	5,231,164

See accompanying notes.

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EQUITY COMMONWEALTH

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues:
Rental income	$	92,722		$	125,459		$	324,345		$	457,128
Tenant reimbursements and other income	21,910			33,749			72,789			118,829
Total revenues	114,632			159,208			397,134			575,957
Expenses:
Operating expenses	49,313			73,571			157,964			261,128
Depreciation and amortization	29,184			40,522			102,766			156,858
General and administrative	13,277			16,249			38,766			43,718
Loss on asset impairment	—			—			43,736			17,162
Total expenses	91,774			130,342			343,232			478,866
Operating income	22,858			28,866			53,902			97,091
Interest and other income	3,013			637			7,184			4,813
Interest expense (including net amortization of debt discounts, premiums and deferred financing fees of $948, $171, $2,880 and $23, respectively)	(21,427		)	(25,111		)	(65,074		)	(82,926		)
(Loss) gain on early extinguishment of debt	—			(3,887		)	(118		)	6,111
Foreign currency exchange loss	—			(9,809		)	(5		)	(8,953		)
Gain on sale of properties	82,169			39,793			225,210			42,953
Income before income taxes	86,613			30,489			221,099			59,089
Income tax expense	(225		)	(23		)	(465		)	(2,377		)
Net income	86,388			30,466			220,634			56,712
Preferred distributions	(1,997		)	(6,981		)	(15,959		)	(20,943		)
Excess fair value of consideration paid over carrying value of preferred shares	—			—			(9,609		)	—
Net income attributable to Equity Commonwealth common shareholders	$	84,391		$	23,485		$	195,066		$	35,769

Weighted average common shares outstanding — basic	125,533			128,739			125,627			129,386
Weighted average common shares outstanding — diluted	126,568			129,878			127,009			130,093
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic	$	0.67		$	0.18		$	1.55		$	0.28
Diluted	$	0.67		$	0.18		$	1.54		$	0.27

See accompanying notes.

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EQUITY COMMONWEALTH

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands)

(unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net income	$	86,388	$	30,466	$	220,634	$	56,712

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivative instruments and other assets	1,117		821		2,570		(843		)
Foreign currency translation adjustments	—		—		—		48,917
Total comprehensive income	$	87,505	$	31,287	$	223,204	$	104,786

See accompanying notes.

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EQUITY COMMONWEALTH

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)



	Nine Months Ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	220,634		$	56,712
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	79,128			117,239
Net amortization of debt discounts, premiums and deferred financing fees	2,880			23
Straight line rental income	(12,384		)	(3,512		)
Amortization of acquired real estate leases	18,289			28,386
Other amortization	11,219			17,224
Share-based compensation	13,871			11,765
Loss on asset impairment	43,736			17,162
Loss (gain) on early extinguishment of debt	118			(6,111		)
Foreign currency exchange loss	5			8,953
Net gain on sale of properties	(225,210		)	(42,953		)
Change in assets and liabilities:
Restricted cash	(6,119		)	(6,275		)
Rents receivable and other assets	(20,474		)	(46,607		)
Accounts payable and accrued expenses	(5,303		)	(5,769		)
Rent collected in advance	(3,912		)	(6,112		)
Security deposits	234			1,298
Cash provided by operating activities	116,712			141,423

CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate improvements	(92,106		)	(43,396		)
Principal payments received from direct financing lease	—			5,717
Proceeds from sale of properties, net	1,034,403			1,425,590
Proceeds from sale of securities	—			27,068
Decrease (increase) in restricted cash	1,609			(3,238		)
Cash provided by investing activities	943,906			1,411,741

CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase and retirement of common shares	(25,563		)	(87,983		)
Redemption of preferred shares	(275,000		)	—
Payments on borrowings	(141,591		)	(142,868		)
Deferred financing fees	(52		)	(7,143		)
Distributions to preferred shareholders	(15,959		)	(20,943		)
Cash used in financing activities	(458,165		)	(258,937		)

Effect of exchange rate changes on cash	(8		)	(9,581		)

Increase in cash and cash equivalents	602,445			1,284,646
Cash and cash equivalents at beginning of period	1,802,729			364,516
Cash and cash equivalents at end of period	$	2,405,174		$	1,649,162

See accompanying notes.

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EQUITY COMMONWEALTH

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(amounts in thousands)

(unaudited)



	Nine Months Ended September 30,
	2016		2015
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	69,373	$	93,598
Taxes paid	103		5,853

NON-CASH INVESTING ACTIVITIES:
Increase (decrease) in capital expenditures recorded as liabilities	$	3,191	$	(9,753	)

See accompanying notes.

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EQUITY COMMONWEALTH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of EQC have been prepared without audit. Certain information and footnote disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K (Annual Report) for the year ended December 31, 2015. Capitalized terms used, but not defined in this Quarterly Report, have the same meanings as in our Annual Report.

In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our subsidiaries have been eliminated. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior years’ financial statements to conform to the current year’s presentation.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and impairment of real estate and intangible assets.

Share amounts are presented in whole numbers, except where noted.

Note 2. Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This update is effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating the impact, if any, the adoption of this ASU will have on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires more timely recognition of credit losses associated with financial assets. This update is effective for fiscal years beginning after December 15, 2019, and for interim periods within those fiscal years. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. We are currently in the process of evaluating the impact, if any, the adoption of this ASU will have on our condensed consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This update is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, but early adoption is permitted. We are currently in the process of evaluating the impact the adoption of this ASU will have on our condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. The ASU also requires lessees or lessors to capitalize only initial direct costs of leases. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, but early adoption is permitted. We are currently in the process of evaluating the impact the adoption of this ASU will have on our condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. This update is effective for interim and annual reporting periods beginning after December 15, 2017. We

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EQUITY COMMONWEALTH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

are currently in the process of evaluating the impact, if any, the adoption of this ASU will have on our condensed consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. We adopted this standard on January 1, 2016 and made the following reclassifications to the prior years' consolidated balance sheet to conform to the current year's presentation (in thousands):



Balance Sheet as of December 31, 2015	Originally Reported	Effect of Change		As Adjusted
Other assets, net	157,549	(13,208	)	144,341
Senior unsecured debt, net	1,460,592	(9,986	)	1,450,606
Mortgage notes payable, net	249,732	(3,222	)	246,510

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. We adopted ASU 2014-08 on January 1, 2015, and determined that our 2016 dispositions, 2015 dispositions and properties held for sale as of September 30, 2016 do not individually represent a strategic shift, as defined by the standard, that has or will have a major effect on our operations and financial results. As a result, the 2016 and 2015 dispositions and properties held for sale have not been presented as discontinued operations in the statements of operations.

Note 3. Real Estate Properties

During the nine months ended September 30, 2016 and 2015, we made improvements, excluding tenant-funded improvements, to our properties totaling $88.5 million and $46.7 million, respectively.

Properties Held For Sale:

We classify all properties that meet the criteria outlined in the Property, Plant and Equipment Topic of the FASB Accounting Standards Codification (Codification) as held for sale on our condensed consolidated balance sheets. As of December 31, 2015, we had no properties classified as held for sale. As of September 30, 2016, we classified the following property as held for sale (dollars in thousands):

Asset

Date Sold

Number of
Properties

Number of
Buildings

Square

Footage

Gross Sales Price

7800 Shoal Creek Boulevard

October 2016

151,917

29,210

Summarized balance sheet information for the property classified as held for sale is as follows (in thousands):



	September 30, 2016
Real estate properties	$	12,952
Other assets, net	511
Properties held for sale	$	13,463

Accounts payable and accrued expenses	$	337
Rent collected in advance	19
Security deposits	311
Liabilities related to properties held for sale	$	667

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EQUITY COMMONWEALTH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Property Dispositions:

During the nine months ended September 30, 2016, we sold the following properties (dollars in thousands):



Asset	Date Sold	Number of Properties	Number of Buildings	Square Footage	Gross Sales Price		Gain (Loss) on Sale
Properties
Executive Park	February 2016	1	9	427,443	$	50,865	$	16,531
3330 N Washington Boulevard	March 2016	1	1	55,719	11,250		5,455
111 East Kilbourn Avenue	March 2016	1	1	373,669	60,500		14,677
1525 Locust Street	April 2016	1	1	98,009	17,700		8,956
633 Ahua Street	April 2016	1	1	93,141	29,000		15,963
Lakewood on the Park	May 2016	1	2	180,558	37,100		13,616
Leased Land	June 2016	1	7	—	48,450		15,914
9110 East Nichols Avenue	June 2016	1	1	143,958	17,200		642
111 River Street(1)	July 2016	1	1	566,215	235,000		78,240
Sky Park Centre	July 2016	1	2	63,485	13,700		4,745
Raintree Industrial Park	July 2016	1	12	563,182	11,500		(653		)
8701 N Mopac	August 2016	1	1	121,901	21,500		8,394

Portfolios of properties
812 San Antonio Street	May 2016	1	1	59,321
1601 Rio Grande Street	May 2016	1	1	56,219
Downtown Austin portfolio		2	2	115,540	$	32,600	$	20,584

785 Schilinger Road South	June 2016	1	1	72,000
401 Vine Street	June 2016	1	1	53,980
633 Frazier Drive	June 2016	1	1	150,000
9840 Gateway Boulevard North	June 2016	1	1	72,000
3003 South Expressway 281	June 2016	1	1	150,000
1331 North Center Parkway	June 2016	1	1	53,980
Movie theater portfolio		6	6	551,960	$	109,100	$	30,595

128 Crews Drive	July 2016	1	1	185,600
111 Southchase Boulevard	July 2016	1	1	168,087
1043 Global Avenue	July 2016	1	1	450,000
South Carolina industrial portfolio		3	3	803,687	$	30,000	$	7,244

100 East Wisconsin Avenue	August 2016	1	1	435,067
111 Monument Circle	August 2016	1	2	1,121,764
101-115 W. Washington Street	August 2016	1	1	634,058
North Point Office Complex	August 2016	1	2	873,335
Midwest portfolio		4	6	3,064,224	$	416,900	$	(15,808	)
		27	56	7,222,691	$	1,142,365	$	225,095


(1)	Property sale represented a leasehold interest.

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EQUITY COMMONWEALTH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During the year ended December 31, 2015, we disposed of 91 properties (135 buildings) and one land parcel with a combined 18.9 million square feet for an aggregate gross sales price of $2.0 billion, excluding closing costs.

Note 4. Real Estate Mortgages Receivable

As of September 30, 2016 and December 31, 2015, we had total real estate mortgages receivable with an aggregate carrying value of $8.1 million included in other assets in our condensed consolidated balance sheets. We provided mortgage financing totaling $7.7 million at 6.0% per annum in connection with our sale of three suburban office and industrial properties (18 buildings) in January 2013 in Dearborn, MI; this real estate mortgage requires monthly interest payments and matures on January 24, 2023. We also provided mortgage financing totaling $0.4 million at 6.0% per annum in connection with our sale of a suburban office property in Salina, NY in April 2012. This real estate mortgage requires monthly interest payments and matures on April 30, 2019.

We monitor the payment history of the borrowers and have determined that no allowance for losses related to these real estate mortgages receivable was necessary at September 30, 2016, and December 31, 2015.

Note 5. Indebtedness

Unsecured Revolving Credit Facility and Term Loan:

We are party to a credit agreement pursuant to which the lenders agreed to provide a $750.0 million unsecured revolving credit facility, a $200.0 million 5-year term loan facility, and a $200.0 million 7-year term loan facility. The revolving credit facility has a scheduled maturity date of January 28, 2019, which maturity date may be extended for up to two additional periods of six months at our option subject to satisfaction of certain conditions and the payment of an extension fee of 0.075% of the aggregate amount available under the revolving credit facility. The 5-year term loan and the 7-year term loan have scheduled maturity dates of January 28, 2020 and January 28, 2022, respectively.

The credit agreement permits us to utilize up to $100.0 million of the revolving credit facility for the issuance of letters of credit. Amounts outstanding under the credit agreement generally may be prepaid at any time without premium or penalty, subject to certain exceptions. We have the right to request increases in the aggregate maximum amount of borrowings available under the revolving credit facility and term loans up to an additional $1.15 billion, subject to certain conditions.

Borrowings under the 5-year term loan and 7-year term loan will, subject to certain exceptions, bear interest at a LIBOR rate plus a margin of 90 to 180 basis points for the 5-year term loan and 140 to 235 basis points for the 7-year term loan, in each case depending on our credit rating. Borrowings under the revolving credit facility will, subject to certain exceptions, bear interest at a rate equal to, at our option, either a LIBOR rate or a base rate plus a margin of 87.5 to 155 basis points for LIBOR rate advances and 0 to 55 basis points for base rate advances, in each case depending on our credit rating. In addition, we are required to pay a facility fee of 12.5 to 30 basis points, depending on our credit rating, on the borrowings available under the revolving credit facility, whether or not utilized.

Borrowings under our revolving credit facility currently bear interest at LIBOR plus a spread, which was 125 basis points as of September 30, 2016. As of September 30, 2016, the interest rate payable on borrowings under our revolving credit facility was 1.78%. As of September 30, 2016, we had no balance outstanding and $750.0 million available under our revolving credit facility and the facility fee as of September 30, 2016 was 0.25%. Our term loans currently bear interest at a rate of LIBOR plus a spread, which was 140 and 180 basis points for the 5-year and 7-year term loan, respectively, as of September 30, 2016. As of September 30, 2016, the interest rates for the amounts outstanding under our 5-year term loan and 7-year term loan were 1.93% and 2.33%, respectively. As of September 30, 2016, we had $200.0 million outstanding under each of our 5-year and 7-year term loans.

Debt Covenants:

Our public debt indenture and related supplements and our credit agreement contain a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to make distributions under certain circumstances and require us to maintain financial ratios and a minimum net worth. At September 30, 2016, we believe we

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EQUITY COMMONWEALTH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

were in compliance with all of our respective covenants under our public debt indenture and related supplements and our credit agreement.

Senior Unsecured Notes:

At September 30, 2016, we had senior unsecured notes of $925.0 million (excluding net discounts and unamortized deferred financing fees) maturing from 2017 through 2042.

On February 16, 2016, we redeemed at par $139.1 million of our 6.25% senior unsecured notes due 2016 and recognized a loss on early extinguishment of debt of $0.1 million from the write-off of an unamortized discount and unamortized deferred financing fees for the nine months ended September 30, 2016.

Mortgage Notes Payable:

At September 30, 2016, five of our properties (8 buildings) with an aggregate net book value of $293.3 million had secured mortgage notes totaling $244.0 million (including net premiums and unamortized deferred financing fees) maturing from 2017 through 2026.

Note 6. Shareholders’ Equity

Common Share Issuances:

See Note 10 for information regarding equity issuances related to share-based compensation.

Common Share Repurchases:

On August 24, 2015, our Board of Trustees approved a common share repurchase plan, which authorizes the repurchase of up to $100.0 million of our outstanding common shares over the twelve month period following the date of authorization. On September 14, 2015, our Board of Trustees authorized the repurchase of up to an additional $100.0 million of our outstanding common shares over the twelve month period following the date of authorization. On March 17, 2016, our Board of Trustees authorized the repurchase of up to an additional $150.0 million of our outstanding common shares over the twelve month period following the date of authorization. During the nine months ended September 30, 2016, we purchased and retired 983,789 of our common shares at a weighted average price of $25.94 per share, for a total of $25.5 million. Since the inception of the common share repurchase plan through September 30, 2016, we have purchased and retired a total of 4,394,089 of our common shares at a weighted average price of $25.80 per share, for a total of $113.4 million. In August and September 2016, the first two share repurchase authorizations, of which $86.6 million was not utilized, expired. The $150.0 million of remaining authorization available under our share repurchase program as of September 30, 2016 is scheduled to expire in March 2017.

Preferred Share Redemption:

On May 15, 2016, we redeemed all of our 11,000,000 outstanding series E preferred shares at a price of $25.00 per share, for a total of $275.0 million, plus any accrued and unpaid dividends. The redemption payment occurred on May 16, 2016 (the first business day following the redemption date). We recorded $9.6 million related to the excess fair value of consideration paid over the carrying value of the preferred shares as a reduction to net income attributable to common shareholders for the nine months ended September 30, 2016.

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Preferred Share Distributions:

In 2016, our Board of Trustees declared distributions on our series D preferred shares and series E cumulative redeemable preferred shares to date as follows:



Declaration Date	Record Date	Payment Date	Series D Dividend Per Share		Series E Dividend Per Share
January 26, 2016	February 5, 2016	February 16, 2016	$	0.40625	$	0.453125
April 15, 2016	April 25, 2016	May 16, 2016	$	0.40625	$	0.453125
July 11, 2016	July 29, 2016	August 15, 2016	$	0.40625	$	—
October 10, 2016	October 28, 2016	November 15, 2016	$	0.40625	$	—

Note 7. Cumulative Other Comprehensive Loss

The following tables present the amounts recognized in cumulative other comprehensive loss for the three and nine months ended September 30, 2016 (in thousands):



	Unrealized Loss on Derivative Instruments
Balance as of July 1, 2016	$	(2,234	)

Other comprehensive income before reclassifications	23
Amounts reclassified from cumulative other comprehensive loss to net income	1,094
Net current period other comprehensive income	1,117

Balance as of September 30, 2016	$	(1,117	)



	Unrealized Loss on Derivative Instruments
Balance as of January 1, 2016	$	(3,687	)

Other comprehensive loss before reclassifications	(748		)
Amounts reclassified from cumulative other comprehensive loss to net income	3,318
Net current period other comprehensive income	2,570

Balance as of September 30, 2016	$	(1,117	)

The following table presents reclassifications out of cumulative other comprehensive loss for the three and nine months ended September 30, 2016 (in thousands):



	Amounts Reclassified from Cumulative Other Comprehensive Loss to Net Income
Details about Cumulative Other Comprehensive Loss Components	Three Months Ended September 30, 2016		Nine Months Ended September 30, 2016		Affected Line Items in the Statement of Operations
Interest rate swap contracts	$	1,094	$	3,318	Interest expense

Note 8. Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and are generally not subject to federal and state income taxes provided we distribute a sufficient amount of our taxable income to our shareholders and meet other requirements for qualifying as a REIT. We are also subject to certain state and local taxes without regard to our REIT status. In prior periods, we were subject to Australian taxes.

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Our provision for income taxes consists of the following (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
Current:
State	$	225	$	90		$	465	$	270
Federal	—		—			—		525
Foreign	—		(67		)	—		2,337
	225		23			465		3,132
Deferred:
Foreign	—		—			—		(755		)
	—		—			—		(755		)
Income tax expense	$	225	$	23		$	465	$	2,377

Note 9. Derivative Instruments

Risk Management Objective of Using Derivatives

We are exposed to certain risks relating to our ongoing business operations, including the effect of changes in interest rates. The only risk we currently manage by using derivative instruments is related to our interest rate risk.

We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings or with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we periodically use interest rate swaps, caps, or other similar instruments as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in cumulative other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2016, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

Amounts reported in cumulative other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, we estimate that an additional $0.7 million will be reclassified from cumulative other comprehensive loss as an increase to interest expense.

We have interest rate swap agreements to manage our interest rate risk exposure on $168.1 million of mortgage debt due 2019, which require interest at a spread over LIBOR. The interest rate swap agreements utilized by us qualify as cash flow hedges and effectively modify our exposure to interest rate risk by converting our floating interest rate debt to a fixed interest rate basis for this loan through December 1, 2016, thus reducing the impact of interest rate changes on future interest expense.

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On March 4, 2016, we purchased an interest rate cap with a LIBOR strike price of 2.50%. The interest rate cap, effective April 1, 2016, has a notional amount of $400.0 million and a maturity date of March 1, 2019.

As of September 30, 2016, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:



Interest Rate Derivative	Number of Instruments	Notional Amount (in thousands)
Interest rate swap	2	$	168,103
Interest rate cap	1	$	400,000

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015 (amounts in thousands):



		Fair Value as of
Interest Rate Derivative Designated as Hedging Instrument	Balance Sheet Location	September 30, 2016			December 31, 2015
Pay-fixed swaps	Accounts payable and accrued expenses	$	(707	)	$	(3,687	)
Interest rate cap	Other assets	$	112		$	—

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2016 and 2015 (amounts in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
Amount of gain (loss) recognized in cumulative other comprehensive loss	$	23	$	(418	)	$	(748	)	$	(1,378	)
Amount of loss reclassified from cumulative other comprehensive loss into interest expense	1,094		1,239			3,318			3,698

Credit-risk-related Contingent Features

Our agreements with each of our derivative counterparties contain a provision providing that if we default or are capable of being declared in default on any of our indebtedness, we could also be declared in default on our derivative obligations.

As of September 30, 2016, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $1.1 million. As of September 30, 2016, we have not posted any collateral related to these agreements and were not in breach of any agreement provisions. If we had breached any of these provisions, we could have been required to settle our obligations under the agreements at their aggregate termination value of $1.1 million at September 30, 2016.

Note 10. Share-Based Compensation

Equity Commonwealth 2015 Omnibus Incentive Plan

On January 26, 2016, the Board of Trustees approved an amendment to the 2015 Omnibus Incentive Plan (as amended, the 2015 Incentive Plan) to allow the Compensation Committee (Committee) to authorize in an award agreement a transfer of all or a part of certain equity awards not for value to a “family member” (as defined in the 2015 Incentive Plan).

Recipients of the Company’s restricted shares have the same voting rights as any other common shareholder. During the period of restriction, the Company’s unvested restricted shareholders are eligible to receive dividend payments on their shares at the same rate and on the same date as any other common shareholder. Recipients of the Company’s restricted stock units (RSUs) are entitled to receive dividends with respect to the common shares underlying the RSUs if and when the RSUs are earned, at which time the recipient will be entitled to receive an amount in cash equal to the aggregate amount of cash dividends that would have been paid in respect of the common shares underlying the recipient’s earned RSUs had such common

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shares been issued to the recipient on the first day of the performance period. To the extent that an award does not vest, the dividends will be forfeited.

2016 Equity Award Activity

On June 16, 2016, in accordance with the Company’s compensation plan for independent Trustees, the Committee awarded each of the nine independent Trustees $0.1 million in restricted shares as part of their compensation for the 2016-2017 year of service on the Board of Trustees. These awards equated to 3,463 shares per Trustee, for a total of 31,167 shares, valued at $28.88 per share, the closing price of our common shares on the New York Stock Exchange (NYSE) on that day. These shares vest one year after the date of the award.

On January 26, 2016, the Committee approved a grant of 136,623 restricted common shares and 277,386 RSUs at target to the Company’s officers, certain employees and to Mr. Zell, the Chairman of our Board of Trustees, as part of their compensation for fiscal year 2015.

The restricted shares are service based awards and vest over a four-year period. The restricted shares were granted on January 26, 2016 and were valued at $26.93 per share, the closing price of our common shares on the NYSE on that day.

The RSUs are market based awards with a service condition and recipients may earn the RSU grants based on the Company’s total shareholder return (TSR) relative to the TSR's for the constituent REITs that comprise the NAREIT Office Index for the performance period of January 26, 2016 - January 26, 2019. Following the end of the performance period on January 26, 2019, the number of earned awards will be determined. The earned awards vest in two tranches with 50% of the earned award vesting on January 26, 2019 and the remaining 50% of the earned award vesting on January 26, 2020, subject to the grant recipient’s continued employment. Compensation expense for the RSU awards was determined using a Monte Carlo simulation model and is being recognized ratably from the grant date to the vesting date of each tranche.

During the nine months ended September 30, 2016, due to employee departures, 539 restricted shares were forfeited with an average price per share value at grant date of $26.82, and 1,094 RSUs were forfeited with an average per share fair value at grant date of $38.72.

2015 Equity Award Activity

On June 16, 2015, in accordance with the Company’s compensation plan for independent Trustees, the Committee awarded each of the nine independent Trustees $0.1 million in restricted shares as part of their compensation for the 2015-2016 year of service on the Board of Trustees. These awards equated to 3,843 shares per Trustee, for a total of 34,587 shares, valued at $26.02 per share, the closing price of our common shares on the NYSE on that day. These shares vested one year after the date of the award.

On January 28, 2015, the Committee approved a grant of 126,319 restricted common shares and 256,467 RSUs at target to the Company’s officers, certain employees and to Mr. Zell, the Chairman of our Board of Trustees, as part of their compensation for fiscal year 2014.

The restricted shares are service based awards and vest over a four-year period. The restricted shares were granted on January 28, 2015 and were valued at $26.58 per share, the closing price of our common shares on the NYSE on that day.

The RSUs are market based awards with a service condition and recipients may earn the RSU grants based on the Company’s total shareholder return (TSR) relative to the TSR's for the constituent REITs that comprise the NAREIT Office Index for the performance period of January 28, 2015 - January 28, 2018. Following the end of the performance period on January 28, 2018, the number of earned awards will be determined. The earned awards vest in two tranches with 50% of the earned award vesting on January 28, 2018 and the remaining 50% of the earned award vesting on January 28, 2019, subject to the grant recipient’s continued employment. Compensation expense for the RSU awards was determined using a Monte Carlo simulation model and is being recognized ratably from the grant date to the vesting date of each tranche.

During the nine months ended September 30, 2015, 8,115 restricted shares were forfeited with an average per share fair value at grant date of $26.64, and 16,475 RSUs were forfeited with an average per share fair value at grant date of $20.50.

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EQUITY COMMONWEALTH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Outstanding Equity Awards

As of September 30, 2016, the estimated future compensation expense for all unvested restricted share grants was $14.1 million. Compensation expense for the restricted share awards is being recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The weighted average period over which the future compensation expense will be recorded for the restricted shares is approximately 2.3 years.

As of September 30, 2016, the estimated future compensation expense for all unvested RSUs was $22.2 million. The weighted average period over which the future compensation expense will be recorded for the RSUs is approximately 2.2 years.

The assumptions and fair values for the RSUs granted for the nine months ended September 30, 2016 are included in the following table on a per share basis.



	2016
Fair value of RSUs granted	$	38.80
Expected term (years)	4
Expected volatility	—
Expected dividend yield	1.86		%
Risk-free rate	1.07		%

During the three months ended September 30, 2016 and 2015, we recorded $4.9 million and $3.7 million, respectively, and during the nine months ended September 30, 2016 and 2015, we recorded $13.9 million and $11.8 million, respectively, of compensation expense, net of forfeitures, in general and administrative expense for grants to our Board of Trustees and the Company's employees related to our Plan. At September 30, 2016, 2,358,464 common shares remain available for issuance under the Plan.

Note 11. Fair Value of Assets and Liabilities

The table below presents certain of our assets and liabilities measured at fair value during 2016, categorized by the level of inputs used in the valuation of each asset and liability (dollars in thousands):



				Fair Value at September 30, 2016 Using
				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	Total			(Level 1)		(Level 2)			(Level 3)
Recurring Fair Value Measurements:
Effective portion of interest rate swap contracts	$	(707	)	$	—	$	(707	)	$	—
Effective portion of interest rate cap contract	112			—		112			—

Effective Portion of Interest Rate Swap and Cap Contracts

The fair value of our interest rate swap and cap contracts is determined using the net discounted cash flows of each derivative based on the market based interest rate curve (level 2 inputs) and adjusted for our credit spread and the actual and estimated credit spreads of the counterparties (level 3 inputs). Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and the counterparties. As of September 30, 2016, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified as level 2 inputs in the fair value hierarchy.

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Derivative Liability

On July 31, 2014, our shareholders voted to approve the reimbursement of verified expenses incurred by Related Fund Management, LLC and Corvex Management LP (Related/Corvex) (see Note 14 for additional information). Approximately $16.7 million was paid during the year ended December 31, 2014. Up to $8.4 million was to be reimbursed only if the average closing price of our common shares was at least $26.00 (as adjusted for any share splits or share dividends) during the one year period after the date on which the reimbursement was approved by shareholders, and up to $8.4 million was to be reimbursed only if the average closing price of our common shares was at least $26.00 (as adjusted for any share splits or share dividends) during the one year period between the first and second anniversaries of the date on which the reimbursement was approved by shareholders. The average closing price of our common shares was at least $26.00 during both the first and second one year periods after the date on which the reimbursement was approved by shareholders, and as a result, in August 2016 and 2015 we paid an $8.2 million final payment and $8.4 million, respectively, to Related/Corvex.

Prior to the payment of the reimbursement in August 2016, the potential future reimbursement of $8.4 million for the second one year period represented a derivative instrument as codified in ASC 815 Derivatives and Hedging which required the potential future reimbursement to be recorded at fair value at each reporting date. The fair value of the derivative liability as of September 30, 2016 and December 31, 2015 was $0 and $7.2 million, respectively. We recognized (income) expense of $(0.1) million and $1.0 million for the three and nine months ended September 30, 2016, respectively, which was recorded in general and administrative expenses in our condensed consolidated statement of operations for such periods.

Properties Held and Used

As part of our disposition plan, and pursuant to our accounting policy, in 2016, we evaluated the recoverability of the carrying values of each of the real estate assets that comprised our portfolio and determined that due to the shortening of the expected periods of ownership as a result of the disposition plan and current estimates of market value, it was necessary to reduce the net book value of a portion of the real estate assets in our portfolio to their estimated fair values. We anticipate the potential disposition of certain properties prior to the end of their remaining useful lives. As a result, in the second quarter, we recorded an impairment charge related to 111 Monument Circle, 101-115 W. Washington Street and 100 East Wisconsin Avenue of $43.7 million for the nine months ended September 30, 2016 in accordance with our impairment analysis procedures. We determined these impairments based on third party offer prices and independent third party broker information, which are level 2 inputs according to the fair value hierarchy established in ASC 820. We reduced the aggregate carrying value of these properties from $308.6 million to their estimated fair value of $264.9 million. These properties were sold in August 2016 (see Note 3 for additional information). We evaluated each of our properties and determined there were no additional valuation adjustments necessary at September 30, 2016.

Financial Instruments

In addition to the assets and liabilities described in the above table, our financial instruments include our cash and cash equivalents, real estate mortgages receivable, restricted cash, senior unsecured debt and mortgage notes payable. At September 30, 2016 and December 31, 2015, the fair value of these additional financial instruments were not materially different from their carrying values, except as follows (in thousands):



	September 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior unsecured debt and mortgage notes payable, net	$	1,557,260	$	1,618,274	$	1,697,116	$	1,749,211

The fair values of our senior notes and mortgage notes payable are based on estimates using discounted cash flow analyses and currently prevailing interest rates adjusted by credit risk spreads (level 3 inputs).

Our cash and cash equivalents consists of cash maintained in time deposits, depository accounts and money market accounts. From time-to-time we may also invest in various U.S. government securities. We continually monitor the credit ratings of the financial institutions holding our deposits to minimize our exposure to credit risk. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We do not believe we are exposed to any significant credit risk on cash and cash equivalents.

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Other financial instruments that potentially subject us to concentrations of credit risk consist principally of rents receivable; however, as of September 30, 2016, no single tenant of ours is responsible for more than 5.5% of our total annualized rents.

Our derivative financial instruments, including interest rate swaps and cap, are entered with major financial institutions and we monitor the amount of credit exposure to any one counterparty.

Note 12. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share (amounts in thousands except per share amounts):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Numerator for earnings per common share - basic and diluted:
Net income	$	86,388		$	30,466		$	220,634		$	56,712
Preferred distributions	(1,997		)	(6,981		)	(15,959		)	(20,943		)
Excess fair value of consideration paid over carrying value of preferred shares	—			—			(9,609		)	—
Numerator for net income per share	$	84,391		$	23,485		$	195,066		$	35,769

Denominator for earnings per common share - basic and diluted:
Weighted average number of common shares outstanding - basic	125,533			128,739			125,627			129,386
Weighted average number of common shares outstanding - diluted(1)	126,568			129,878			127,009			130,093

Net income per common share attributable to Equity Commonwealth common shareholders:
Basic	$	0.67		$	0.18		$	1.55		$	0.28
Diluted	$	0.67		$	0.18		$	1.54		$	0.27

Anti-dilutive securities:
Effect of Series D preferred shares; 6 1/2% cumulative convertible(2)	2,363			2,363			2,363			2,363

(1)

As of September 30, 2016, we had granted RSUs to certain employees, officers, and the chairman of the Board of Trustees. The RSUs contain both service and market-based vesting components. None of the RSUs have vested. If the market-based vesting component was measured as of September 30, 2016, and 2015, 1,035 and 1,139 common shares would be issued to the RSU holders, respectively. Using a weighted average basis, 1,035 and 1,139 common shares are reflected in diluted earnings per share for the three months ended September 30, 2016 and 2015, respectively and 1,382 and 707 common shares are reflected in diluted earnings per share for the nine months ended September 30, 2016 and 2015, respectively.


(2)	The Series D preferred shares are excluded from the diluted earnings per share calculation because including the Series D preferred shares would also require that the preferred distributions be added back to net income, resulting in anti-dilution during the periods presented.

Note 13. Segment Information

Our primary business is the ownership and operation of office properties, and we currently have one reportable segment. Due to significant dispositions, during the fourth quarter of 2015, we changed the composition of our operating segments from two reportable segments (central business district properties and suburban properties) to one reportable segment. This change

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was made based on the financial information reviewed and used by the chief operating decision maker to make operating decisions, assess performance, develop strategy and allocate capital resources. More than 95% of our revenues for the nine months ended September 30, 2016 are from office properties.

Note 14. Related Person Transactions

The following discussion includes a description of our related person transactions for the nine months ended September 30, 2016 and 2015.

Related Person Transactions Following the Special Meeting:

Equity Group Investments and associated entities: We have a lease with Two North Riverside Plaza Joint Venture Limited Partnership, an entity associated with Mr. Zell, our Chairman, to occupy office space on the twentieth and twenty-first floors of Two North Riverside Plaza in Chicago, Illinois (20th/21st Floor Office Lease). The initial term of the lease is approximately five years, with one 5-year renewal option. We recently completed improvements to the office space utilizing the $0.7 million tenant improvement allowance provided for by the lease. In connection with the 20th/21st Floor Office Lease, we also have a lease with Two North Riverside Plaza Joint Venture Limited Partnership for storage space in the basement of Two North Riverside Plaza. The lease expires December 31, 2020, however each party has the right to terminate on 30 days' prior written notice. During the three and nine months ended September 30, 2016, we recognized expense of $0.2 million and $0.6 million, respectively, pursuant to the 20^th/21^st Floor Office Lease and the related storage space.

We had a license agreement with Equity Group Investments, a private investment firm (Equity Group), to use office space on the sixth floor at Two North Riverside Plaza. The license fee included the non-exclusive use of additional areas on the sixth floor (such as conference rooms and common areas), certain administrative services (such as mail room services and reception desk staffing), office equipment, office furniture, supplies, licensee’s share of building operating expenses and real estate taxes and access to one parking space. Mr. Zell, our Chairman, is the Chairman and Chief Executive Officer of Equity Group, and Mr. Helfand, our President and Chief Executive Officer, is the Co-President of Equity Group. The license agreement was terminated as of December 30, 2015. During the three and nine months ended September 30, 2015, we recognized expense of $46,000 and $0.1 million, respectively, pursuant to the license agreement.

We had a sublease with Equity Residential Management, L.L.C. to occupy office space on the tenth floor of Two North Riverside Plaza. Equity Residential Management, L.L.C. leases the space from Two North Riverside Plaza Joint Venture Limited Partnership. The sublease agreement was terminated as of December 30, 2015. During the three and nine months ended September 30, 2015, we recognized expense of $0.1 million and $0.3 million, respectively, pursuant to the tenth floor office sublease.

Related/Corvex: On July 31, 2014, at the reconvened session of our 2014 annual meeting of shareholders, our shareholders voted to approve the reimbursement of approximately $33.5 million of verified expenses incurred by Related/Corvex since February 2013 in connection with their consent solicitations to remove our former Trustees and elect the new Board of Trustees and to engage in related litigation. Approximately $16.7 million was paid during the year ended December 31, 2014. Up to $8.4 million was to be reimbursed only if the average closing price of our common shares was at least $26.00 (as adjusted for any share splits or share dividends) during the one year period after the date on which the reimbursement was approved by shareholders, and up to $8.4 million was to be reimbursed only if the average closing price of our common shares was at least $26.00 (as adjusted for any share splits or share dividends) during the one year period between the first and second anniversaries of the date on which the reimbursement was approved by shareholders. The average closing price of our common shares was at least $26.00 during both the first and second one year periods after the date on which the reimbursement was approved by shareholders, and as a result, in August 2016 and 2015 we paid an $8.2 million final payment and $8.4 million, respectively, to Related/Corvex.

Transactions with Prior Related Persons:

Certain related person transactions, and their approvals, relate to Reit Management & Research LLC (RMR) and RMR Australia Asset Management Pty Ltd (together, Former Manager) or occurred prior to the election of our new Board of Trustees at the special meeting of shareholders held on May 23, 2014 (Special Meeting) and the appointment of our current executive officers following the Special Meeting, as described below.

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Termination and Cooperation Agreement: On September 30, 2014, we entered into a termination and cooperation agreement (Cooperation Agreement) with Former Manager. Under the terms of the agreement, the existing business and property management agreements with RMR terminated effective September 30, 2014.

Pursuant to the Cooperation Agreement, through February 28, 2015, Former Manager agreed to use best efforts to assist us in the transition of our management and operations. We paid Former Manager $1.2 million per month for transition services from October 1, 2014 to February 28, 2015, which included continued management and other services for the Australian assets pursuant to the Australian Management Agreement. Beginning March 1, 2015, we agreed to pay Former Manager $0.1 million per month until we no longer required such services or until the Australia Management Agreement was terminated, which was terminated in the third quarter of 2015, effective October 31, 2015. There is no future obligation to pay any fees to Former Manager.

Note 15. Subsequent Events

In October 2016, we sold one property (four buildings), with 151,917 square feet for $29.2 million, excluding closing costs. This property was classified as held for sale as of September 30, 2016 (see Note 3).

In October 2016, we purchased a parcel of land adjacent to our Research Park property in Austin, Texas for $2.8 million.

On November 1, 2016, we delivered notice of our intent to redeem at par our $250 million 6.25% senior unsecured notes due 2017 on December 15, 2016. The notes will be redeemed for cash at a price equal to 100% of the principal amount of the notes plus any accrued and unpaid interest up to, but excluding, the redemption date.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included in this Quarterly Report, and in our Annual Report.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report constitute forward-looking statements within the meaning of the federal securities laws. Any forward-looking statements contained in this Quarterly Report are intended to be made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in market conditions are forward-looking statements. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this Quarterly Report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in our Annual Report on Form 10-K.

OVERVIEW

We are an internally managed and self-advised REIT engaged in the ownership and operation primarily of office buildings throughout the United States. We were formed in 1986 under Maryland law.

At September 30, 2016, our portfolio, excluding properties held for sale, included 37 properties (67 buildings) with a combined 16.7 million square feet for a total investment of $2.9 billion at cost and a depreciated book value of $2.2 billion.

As of September 30, 2016, our overall portfolio was 91.2% leased. During the three months ended September 30, 2016, we entered into leases for 237,000 square feet, including lease renewals for 46,000 square feet and new leases for 191,000 square feet. Renewal leases entered into during the three months ended September 30, 2016 had weighted average cash and GAAP rental rates that were approximately 14.6% higher and 24.2% higher, respectively, as compared to prior rental rates for the same space, and new leases entered into during the three months ended September 30, 2016 had weighted average cash and GAAP rental rates that were approximately 12.6% lower and 3.4% higher, respectively, than prior rental rates for the same space. The change in GAAP rents is different than the change in cash rents due to differences in the amount of rent abatements, the magnitude and timing of contractual rent increases over the lease term, and the years of term for the newly executed leases compared to the prior leases.

Throughout 2016, our management team has continued to focus on executing our plan to reshape our portfolio in order to create long-term value for shareholders. We are continuing to dispose of properties that do not meet our long-term goals. Specifically, we continue to implement the strategy adopted by our Board of Trustees to consider disposing of assets that have one or more of the following attributes:


•	assets that do not offer an opportunity to create a competitive advantage;


•	assets that are less than 150,000 square feet;


•	assets that are not office buildings;


•	assets that are not located in the U.S.; or


•	assets that produce a low cash yield or require significant capital expenditures.

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We are in the process of executing this strategy and, depending on market conditions, will likely sell additional properties. During the year ended December 31, 2015, we disposed of 91 properties (135 buildings) and one land parcel with a combined 18.9 million square feet for an aggregate gross sales price of $2.0 billion, excluding closing costs.

During the nine months ended September 30, 2016, we sold 27 properties (56 buildings) with a combined 7.2 million square feet for an aggregate gross sales price of $1.1 billion, excluding closing costs. In October 2016, we sold one property (four buildings), with 151,917 square feet for $29.2 million, excluding closing costs. This property was classified as held for sale as of September 30, 2016. For more information regarding this transaction, see Notes 3 and 15 to the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

We have generated significant proceeds from our dispositions to date and have a cash balance of $2.4 billion as of September 30, 2016. We expect to reinvest the capital received from dispositions to purchase new properties, repay debt, buy back common shares or make other investments or distributions that further our long-term strategic goals. However, we may not be able to make suitable acquisitions or other investments with the proceeds from the dispositions. In addition, as our real estate investments have decreased, our income from operations has also declined.

As part of the disposition plan noted above, and pursuant to our accounting policy, in 2016, we evaluated the recoverability of the carrying values of each of the real estate assets that comprised our portfolio and determined that due to the shortening of the expected periods of ownership as a result of the disposition plan and current estimates of market value, it was necessary to reduce the net book value of a portion of the real estate assets in our portfolio to their estimated fair values. As a result, we recorded an impairment charge of $43.7 million for the nine months ended September 30, 2016 in accordance with our impairment analysis procedures.

The Board of Trustees intends to make a decision about declaring a dividend on our common shares of beneficial ownership after evaluation of the Company's taxable income, including gains or losses from asset sales. The Board of Trustees has regularly reviewed our dividend policy and will continue to do so, at least annually.

We have engaged CBRE, Inc. (CBRE) to provide property management services for our properties. We pay CBRE a property-by-property management fee and may engage CBRE from time-to-time to perform project management services, such as coordinating and overseeing the completion of tenant improvements and other capital projects at the properties. We reimburse CBRE for certain expenses incurred in the performance of its duties, including certain personnel and equipment costs.

For the three months ended September 30, 2016 and 2015, we incurred expenses of $6.3 million and $9.8 million, respectively, and for the nine months ended September 30, 2016 and 2015, we incurred expenses of $20.6 million and $34.6 million, respectively, related to our property management agreement with CBRE, for property management fees, typically calculated as a portion of the properties' revenues, and salary and benefits reimbursements for property personnel, such as property managers, engineers and maintenance staff. As of September 30, 2016 and December 31, 2015, we had amounts payable pursuant to these services of $3.5 million.

Property Operations

Leased occupancy data for 2016 and 2015 are as follows (square feet in thousands):



	All Properties(1)				Comparable Properties(2)
	As of September 30,				As of September 30,
	2016		2015		2016		2015
Total properties	37		67		37		37
Total square feet	16,710		25,258		16,710		16,635
Percent leased(3)	91.2	%	91.9	%	91.2	%	92.5	%


(1)	Excludes properties sold or classified as held for sale in the period.


(2)	Based on properties owned continuously from January 1, 2015 through September 30, 2016, and excludes properties sold or classified as held for sale during the period.


(3)	Percent leased includes (i) space being fitted out for occupancy pursuant to existing leases and (ii) space which is leased but is not occupied or is being offered for sublease by tenants.

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The weighted average lease term based on square feet for leases entered into during the three months ended September 30, 2016 was 7.4 years. Commitments made for leasing expenditures and concessions, such as tenant improvements and leasing commissions, for leases entered into during the three months ended September 30, 2016 totaled $11.0 million, or $47.06 per square foot on average (approximately $6.37 per square foot per year of the lease term).

As of September 30, 2016, approximately 1.5% of our leased square feet and 0.6% of our annualized rental revenue, determined as set forth below, are included in leases scheduled to expire through December 31, 2016. Renewed and new leases and rental rates at which available space may be relet in the future will depend on prevailing market conditions at the times these leases are negotiated. We believe that the in-place cash rents for leases expiring for the remainder of 2016 are slightly above market. Lease expirations by year, as of September 30, 2016, are as follows (square feet and dollars in thousands):



Year	Number of Tenants Expiring	Leased Square Feet Expiring(1)	% of Leased Square Feet Expiring(1)		Cumulative % of Leased Square Feet Expiring(1)		Annualized Rental Revenue Expiring(2)		% of Annualized Rental Revenue Expiring		Cumulative % of Annualized Rental Revenue Expiring
2016	42	221	1.5	%	1.5	%	$	2,448	0.6	%	0.6	%
2017	88	974	6.4	%	7.9	%	26,180		6.9	%	7.5	%
2018	79	1,117	7.3	%	15.2	%	34,152		9.1	%	16.6	%
2019	89	1,269	8.3	%	23.5	%	31,916		8.5	%	25.1	%
2020	80	3,313	21.7	%	45.2	%	63,570		16.9	%	42.0	%
2021	71	1,641	10.8	%	56.0	%	46,947		12.4	%	54.4	%
2022	37	755	5.0	%	61.0	%	26,668		7.1	%	61.5	%
2023	46	1,602	10.5	%	71.5	%	45,963		12.2	%	73.7	%
2024	19	601	3.9	%	75.4	%	10,932		2.9	%	76.6	%
2025	18	729	4.8	%	80.2	%	20,039		5.3	%	81.9	%
Thereafter	44	3,011	19.8	%	100.0	%	68,227		18.1	%	100.0	%
	613	15,233	100.0	%			$	377,042	100.0	%

Weighted average remaining lease term (in years):		5.8					5.6


(1)	Square footage is pursuant to existing leases as of September 30, 2016, excluding leases related to properties classified as held for sale, and includes (i) space being fitted out for occupancy and (ii) space which is leased but is not occupied or is being offered for sublease.

(2)

Annualized rental revenue is annualized contractual rents from our tenants pursuant to leases which have commenced as of September 30, 2016, plus estimated recurring expense reimbursements; includes triple net lease rents and excludes lease value amortization, straight line rent adjustments, abated ("free") rent periods and parking revenue. We calculate annualized rental revenue by aggregating the recurring billings outlined above for the most recent month during the quarter reported, adding abated rent, and multiplying the sum by 12 to provide an estimation of near-term potentially-recurring revenues. Annualized rental revenue is a forward-looking non-GAAP measure. Annualized rental revenue cannot be reconciled to a comparable GAAP measure without unreasonable efforts, primarily due to the fact that it is calculated from the billings of tenants in the most recent month at the most recent rental rates during the quarter reported, whereas historical GAAP measures include billings from a potentially different group of tenants over multiple months at potentially different rental rates.

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A principal source of funds for our operations is rents from tenants at our properties. Rents are generally received from our tenants monthly in advance, except from our government tenants, who usually pay rents monthly in arrears. As of September 30, 2016, tenants representing 1% or more of our total annualized rental revenue were as follows (square feet in thousands):



Tenant(1)		Square Feet(2)	% of Total Square Feet(2)		% of Annualized Rental Revenue(3)		Weighted Average Remaining Lease Term
1.	Expedia, Inc.	427	2.8	%	5.3	%	3.2
2.	Office Depot, Inc.	640	4.2	%	4.4	%	7.1
3.	PNC Financial Services Group	368	2.4	%	3.2	%	4.7
4.	Groupon, Inc. ⁽⁴⁾	376	2.5	%	3.1	%	9.3
5.	Flextronics International Ltd.	1,051	6.9	%	2.9	%	3.2
6.	University of Pennsylvania Health System	267	1.8	%	2.2	%	9.1
7.	Ballard Spahr LLP	217	1.4	%	2.1	%	13.4
8.	RE/MAX Holdings, Inc.	248	1.6	%	2.0	%	11.6
9.	Exelon Corporation	183	1.2	%	1.8	%	1.7
10.	Georgetown University	240	1.6	%	1.7	%	3.0
11.	Towers Watson & Co	251	1.6	%	1.7	%	3.5
12.	M&T Bank Corporation	211	1.4	%	1.6	%	2.0
13.	Wm. Wrigley Jr. Company	150	1.0	%	1.5	%	5.3
14.	West Corporation	336	2.2	%	1.4	%	12.4
15.	Truven Health Analytics	179	1.2	%	1.3	%	0.4
16.	TheraCom, LLC	156	1.0	%	1.2	%	6.3
17.	Baxalta, Inc.	260	1.7	%	1.2	%	11.8
18.	Level 3 Communications, Inc.	95	0.6	%	1.1	%	9.3
19.	Capital One Financial Corp.	241	1.6	%	1.1	%	2.3
20.	The United States Government	107	1.6	%	1.1	%	0.9
21.	ProQuest, LLC	131	0.9	%	1.1	%	4.6
	Total	6,134	41.2	%	43.0	%	5.9


(1)	Tenants located in properties classified as held for sale are excluded.


(2)	Square footage is pursuant to existing leases as of September 30, 2016, and includes (i) space being fitted out for occupancy and (ii) space which is leased but is not occupied or is being offered for sublease.

(3)


(4)	Groupon, Inc. statistics include 207,536 square feet that are sublet from Bankers Life and Casualty Company.

Financing Activities

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For more information regarding our financing sources and activities, please see the section captioned “Liquidity and Capital Resources—Our Investment and Financing Liquidity and Resources” below.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2016, Compared to Three Months Ended September 30, 2015



	Comparable Properties Results(1)											Other Properties Results(2)						Consolidated Results
	Three Months Ended September 30,
	2016			2015			$ Change			% Change		2016			2015			2016			2015			$ Change			% Change
	(in thousands)
Rental income	$	81,574		$	77,465		$	4,109		5.3	%	$	11,148		$	47,994		$	92,722		$	125,459		$	(32,737	)	(26.1	)%
Tenant reimbursements and other income	18,783			20,777			(1,994		)	(9.6	)%	3,127			12,972			21,910			33,749			(11,839		)	(35.1	)%
Operating expenses	(42,408		)	(42,230		)	(178		)	0.4	%	(6,905		)	(31,341		)	(49,313		)	(73,571		)	24,258			(33.0	)%
Net operating income(3)	$	57,949		$	56,012		$	1,937		3.5	%	$	7,370		$	29,625		65,319			85,637			(20,318		)	(23.7	)%
Other expenses:
Depreciation and amortization																		29,184			40,522			(11,338		)	(28.0	)%
General and administrative																		13,277			16,249			(2,972		)	(18.3	)%
Total other expenses																		42,461			56,771			(14,310		)	(25.2	)%
Operating income																		22,858			28,866			(6,008		)	(20.8	)%
Interest and other income																		3,013			637			2,376			373.0	%
Interest expense																		(21,427		)	(25,111		)	3,684			(14.7	)%
Loss on early extinguishment of debt																		—			(3,887		)	3,887			(100.0	)%
Foreign currency exchange loss																		—			(9,809		)	9,809			(100.0	)%
Gain on sale of properties																		82,169			39,793			42,376			106.5	%
Income before income taxes																		86,613			30,489			56,124			184.1	%
Income tax expense																		(225		)	(23		)	(202		)	878.3	%
Net income																		86,388			30,466			55,922