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Washington Real Estate Investment Trust (NYSE:WRE)

2013 Strategic Initiatives, Expected CEO Retirement At End Of 2013 & 2013 Guidance Conference Call

January 30, 2013, 01:00 pm ET

Executives

Skip McKenzie - President & CEO

Kelly Shiflett - Director, Finance

Bill Camp - EVP & CFO

Analysts

John Guinee - Stifel Nicolaus

Brendan Maiorana - Wells Fargo

Dave Rodgers - Robert W. Baird

Michael Knott - Green Street Advisors

Operator

Welcome to the Washington Real Estate Investment Trust 2013 Strategy Conference Call. As a reminder, today’s call is being recorded. Before turning over the call to the company’s President and Chief Executive Officer, Skip McKenzie, Kelly Shiflett, Director of Finance will provide some introductory information. Ms. Shiflett, please go ahead.

Kelly Shiflett

Thank you and good morning, everyone. After the market closed yesterday, we issued a press release detailing 2013 strategic initiatives, expected CEO retirement and 2013 guidance. If there is anyone on the call who would like a copy of the release, please contact me at 301-984-9400 or you may access the document from our website at www.writ.com.

Our conference call today will contain financial measures such as core FFO and NOI that are non-GAAP measures as defined in Reg G. Please refer to the definition found in our most recent financial supplement. The per share information being discussed on today's call is reported on a fully diluted share basis.

Please bear in mind that certain statements during the call are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. We provide a detailed discussion of these risks from time-to-time in our filings with the SEC. Please refer to pages eight to 15 of our Form 10-K for a complete risk factor disclosures.

Participating in today’s call with me will be Skip McKenzie, President and Chief Executive Officer; Bill Camp, Executive Vice President and Chief Financial Officer; Laura Franklin, Executive Vice President and Chief Accounting and Administrative Officer and Tom Morey, Senior Vice President and General Counsel.

Now, I would like to turn the call over to Skip.

Skip McKenzie

Thanks Kelly, and thank you everyone for joining us on our call today. As we announced in our press release last evening, there are three matters we would like to discuss with you today in advance of our fourth quarter earnings call. The first is strategic initiatives, the second, management transition and the third is 2013 earnings guidance. I will discuss matters one and two, then pass the baton over to Bill Camp who will cover in greater detail 2013 guidance.

Over the past five and a half years, we have become a more active asset recycler using our Washington DC sharpshooter mentality to harvest significant value for our shareholders. Nearly every disposition we executed over the past several years has resulted in significant gains. The classic example to illustrate the DC sharpshooter ability was the 2011 strategic sale of our Industrial Portfolio. We sold this collection of assets for $350 million, generating a gain on sale of $99 million. This was a portfolio that was assembled over the years and we recognized an opportunity to capitalize on the strength of the Washington DC real estate and the appetite investors had to pay for a sizeable portfolio in this asset class to gain operating platforms in Washington DC metro market. To further our success on this transaction, we quickly reinvested nearly all the proceeds into higher quality Downtown or Metro centric office buildings and exceptional shopping center. The improvements were overall quality of earnings were significant.

As we look back on that transaction, we feel like we hit the market right and created tremendous value for our shareholders. Over the course of 2012, as we continue to execute on our overall strategy, evaluate market conditions and assess the valuations of our assets, we began to recognize that one of our most successful divisions, the MOB portfolio was exceedingly difficult to grow if we continue to strictly focus in the DC region. We faced the reality that to continue to pursue reasonable expectations of external growth in the MOB sector, we would have to expand beyond the DC region. This potential expansion would be contrary to our long established strategy of focusing on the DC metropolitan area. It would also create a scenario of having a separate geographic strategy for this one sector.

Concurrent with that reality as the market environment characterized by historically low interest rates and with many investors focused on healthcare that have exceedingly low cost of capital and ample access to that capital. In addition, we think some public market participants valuing our MOB portfolio may not be capturing all these variables in their analysis of the full value of the WRIT portfolio. These factors ultimately forced us to do some soul searching, reevaluating portions of the strategy and ultimately concluding that would get us truly a Washington DC sharpshooter and has created enormous value to the construct of the largest MOB portfolio in the most affluent region in the country. The timing was right for us to realize this value for our shareholders and to investigate the potential sale of the portfolio.

But very different from the industrial sale, we anticipate that this transaction once executed will be among our cheapest sources of investment capital, providing us the ability to reinvest the proceeds into higher quality investments and the remaining three sectors focused on urban office, multifamily and well located shopping centers; so live, work, play strategy. As a result, we are working with advisors who will be marketing this portfolio for us with the expectations of contacting potential investors beginning in February.

Also in 2013, we will be breaking ground on our two multifamily JV development projects totaling 430 (inaudible) class apartment units in two of the most desirable metro service submarkets in the metropolitan area Boston and Alexandria, Virginia. We are excited about these projects as the employment in population growth in the Greater Washington DC area continues to exceed our expectations.

Regarding the management transition; as we released last evening, I intend to retire in 2013 upon the hiring of my successor. I would like to provide a little color on my decision and will be happy to answer your questions after Bill discusses our 2013 guidance. As I look back at my tenure as CEO which commenced in June of 2007, as the world approached precipitous of the financial meltdown of 2009, I am immensely proud of the initiatives we have as a company have achieved over the period which will be my sixth anniversary as CEO in June.

We delevered the balance sheet and improved it and survived the financial crisis. We significantly upgraded the quality of our assets, selling commodity suburban office assets and focusing investment inside the Beltway or in metros. We sold the industrial portfolio recognizing a gain of $99 million and redeployed the capital to higher quality assets with better growth potential. And now we are continuing the strategy to intensify our focus and reduce our verticals by selling the medical office portfolio which I anticipate will be at a significant premium to valuations our analysts are representing.

We have accomplished much over this period, thanks the outstanding team we have here with. On a personal level, as this year began I contemplated a number of variables; ultimate truth if you will that I was facing in 2013. Professionally, I have been running full speed non-stop for the past four years. I have been continuously employed for last 36 and the last 20 have been in real estate. My youngest child Petra graduated from college this June and is off the family payroll and I’ll be building house on the bay also will be finished this summer from which I would like to sometime to enjoy the view. And lastly, this year I will be 58 years old not getting any younger. It’s time to think about slowing down and spending more time with my family.

So after discussing the matter with the Board this past week, they have requested and I have agreed to continue as CEO until such time as my successor can be found. I plan to execute the strategy articulated regarding the sale of the MOB division through the reinvestment of the proceeds. I expect the Board to embark upon the process to source my successor as soon as possible, although no claims has been initiated at this point. I expect this process to take the better part of the year, but since this has not even begun, I don't know precisely the timetable.

With that said, I’ll turn the call over to Bill Camp to discuss our guidance for the year.

Bill Camp

Thanks Skip, good afternoon everybody. 2013 will be a strategic year that continues our ongoing commitment to upgrading our portfolio. We are focused on how this strategy will positively impact 2014 and 2015, and we acknowledge that this years results will be a little far again, as we move through what is expect to be our largest acquisition disposition year in our 53 year history.

In terms of the actual guidance let me start by reiterating our statement from last quarter when we announced revised guidance for 2012. As we said, we expect our quarterly core FFO per share to range between $0.45 and $0.47 for the next several quarters until we begin landing this with some acquisitions. Therefore, we are reiterating our 2012 guidance on a $1.87 to a $1.90 which will be reporting actual results on February ‘13.

For 2013, we project full-year core FFO per share to be a $1.82 to $1.90. The following are the major assumptions going into the guidance beginning with same-store NOI. Residential remains on a steady pace with growth ranging between 3% and 5%.

Retail will continue on a positive trajectory and we are projecting growth rate of 1% to 3%. Office should be modestly negative ranging between negative 2% and negative 1%.

G&A is expected to be around $16.5 million, an increase over the third quarter 2012 run rate due to our projected three year long-term incentive compensation plan payout in the fourth quarter of 2013.

Interest expense is projected to be approximately $66 million, an increase over the third quarter of 2012 run rate due to the full-year impact of our third quarter issuance of the $300 million unsecured debt deal. Offset in part by recent mortgage repayments totaling approximately $88.5 million.

Generally, this guidance does not include any new acquisition or disposition activity for ’13 nor does it include any external capital that would be necessary to fund any of the net new acquisitions. Given the market conditions over the last several years, it is proven to be difficult to predict the amount or timing of any transaction.

Now, we would like to open up the call for some questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question is from John Guinee of Stifel Nicolaus. Please go ahead.

John Guinee - Stifel Nicolaus

Skip, John Guinee here first and foremost thank you for your service to the firm, you did a great job and we are all going to miss you.

Skip McKenzie

Thanks John.

John Guinee - Stifel Nicolaus

The phone was ringing off the hook this morning and everybody asked the same darn question so I've got to ask it of you or of WRIT, you sell the MOB, the CEO transition issue, you are creating at a big discount to NAV, the DC office markets clearly is going to be slow for a number of years, 20,000 or 30,000 apartment deliveries in the next few years, plenty of cheap debt out there to lever off a portfolio, what's the thought of just putting the entire company up for sale?

Skip McKenzie

John, I mean certainly we are always going to do what's in the best interest of our shareholders, that's certainly not the design, the initiatives we just outlined today. Our initiatives are to continue the growth path that we set forth over almost six years ago. If something happens in the meantime, we will always consider it if it’s in the best interest of the shareholders but that certainly was not the fundamental reason for the initiatives that we've outlined.

John Guinee - Stifel Nicolaus

I just had to ask the question because everybody has been asking it off me. Thank you.

Operator

Our next question is from Brendan Maiorana of Wells Fargo. Please go ahead.

Brendan Maiorana - Wells Fargo

The question I had is if you look at the MOB proceeds that you are likely to get, probably, I agree with you. It's probably an attractive time to sell it. Where do you think it's attractive to deploy capital into? Is it more multi-family development, I know you put the two in the press release but those are already known, is it on retail, it seems like it's been challenging for you guys to acquire of late, even though I think the fundamentals there have been pretty good. Or you know, is it more office, which maybe a little bit counter cyclical now given that there is been some sluggishness in office fundamentals?

Skip McKenzie

Brendan, obviously, we're going to be looking at all three sectors. I would say that one of the comments you made that would be acknowledged, just by the nature of the 1031, it's probably not going to be that you said something about multi-family development. It's not like we're going to use these proceeds and buy a bunch a land out there. So I [want] to see going into multi-family development but certainly all the three categories would be of our interest but you have to think of this logically.

You are going to have, say how much but pile of capital to invest over a reasonable amount of time. I would expect this to be in sort of stagger scenario where this is not going to be an imminent pile of capital but it will be capital that will come to us over a period of time and logically, it's probably mostly going to be in the office building sector and remember our strategy is to improve the quality of our portfolio and it's not that hard of your buying downtown office building.

Those are big numbers. I mean, often times they are three digits. So while I expect to be active acquirers in all three of those sectors, honestly or probably most are going to be office buildings more than 50% of it but obviously we will be looking now that we have what I would say cheaper capital, we will be much more of the (inaudible) to buy performing when I say performing I mean not development apartment buildings, we will be more equipped to be more aggressive for the best shopping centers. So the bottom line is, this is to be huge positive for us to upgrade the quality of the remaining three portions of our portfolio and was a major reason for this initiative.

Brendan Maiorana - Wells Fargo

Sure, that’s helpful and then Skip I just wanted to clarify, you said that you would be reinvesting in time or capital would come to you in time, but just for my understanding the MOB portfolio is being marketed as a portfolio, this isn’t a one-off or couple of buildings at a time, this is a portfolio package, is that correct?

Skip McKenzie

That’s right, I mean obviously Brendan we haven’t even started marketing yet. So it’s hard for me to say exactly how this is going to play out, but I think if you think of it just the way our industrial portfolio went down, if you remember that trends I know you do because you are here but may be some of the other participants don't, but we signed one contract with one purchaser and with takedowns over the course of a year.

And I don’t know if that’s was going to happen this time around, someone (inaudible) just knocked our socks off with some numbers so crazy that we sell it all at once but the likelihood is, is that this will be a staggered series of closings over an extended period of time that will allow us to buy who knows it might be year and a half, I don’t know, but we are certainly going to be in a good position to position us in the best position for our interest and our shareholders that’s my belief.

Brendan Maiorana - Wells Fargo

That’s helpful and then as we sort of think about where the taxation where your book value from tax perspective is for this portfolio, is it something where maybe 50% of the assets are likely to be, where you are going to have taxable gain and will need to 1031 those and but then you might be afforded more time for other of the buildings that maybe there is not a taxable gain and you can be a little bit more deliberate in redeploying those proceeds to defer taxes for 1031 purposes?

Skip McKenzie

Well, interestingly not, I mean, I guess this is all good news, but when I say its good news and bad news. I mean the good news is that, we anticipate significant gains in virtually every property. So that is the good news. I mean the good news as we believe we were expecting some substantial bookings in virtually every single property.

So the bad news is it's going to require pretty much complete 1031s, so it just makes it sort of the back side of that transaction, little more challenging but we got a team that has done it, we have already done this. All folks that did at the last time here, and we've assembled a team here within the office as well as our advisors. We feel very comfortable with that scenario.

Operator

Thank you. The next question is from Dave Rodgers of Robert W. Baird. Please go ahead.

Dave Rodgers - Robert W. Baird

Yeah, Skip and Bill, I just wanted to kind of maybe dive into the MOB sale timing a little bit more with regard to your historical views, I don't want to put words in your mouth, but I think you guys have kind of anticipated caps rates moving up may be we have seen that, may be we haven’t it. So I guess what gives you more confidence today that it’s a better environment to reinvest these proceeds relative to maybe what you have thought previously, and then I will ask another question?

Skip McKenzie

These [rates] are specifically under reinvestments side. Yeah, I mean, I have anything specific but I mean we have assets we've looked at, you know larger assets, larger opportunities that quite frankly we've had a hard time buying because the source of capital is so expensive, our stock price hasn't been performing as well as we’d like. We certainly are not going to go out there and buy everything with 100% leverage. So this is going to give us the opportunity to buy those opportunities, and they are out there. We've seen them, it was on our property tour last week for a very substantial asset we love to own. But we need to sort of get some clarity as to what the amount proceeds we are actually going to have.

Dave Rodgers - Robert W. Baird

And what do you sense in terms of the volume of activity that could be poised to come out in the DC area, do you sense that it’s improving and that this is a good time for this.

Skip McKenzie

I think its improving but again Dave I don't think this is something that we are going to be back in the quarter where we have to do everything in the first six months of the year. This is a process that's probably going to take the better part of the year or longer.

Dave Rodgers - Robert W. Baird

That's fair. And I will throw the question because I don't know that it related too much to any sensitivity around the sale, but have you provided or can you provide at some point if not today in the near future maybe what the depreciated book value of the MOV is Bill?

Bill Camp

Yeah, you know what I will get it kind of ready and hopefully we could do it on the 14th when we have our earnings call. I don't have a precise number, but I will say this Dave the gains, our expected gains on this will make the industrial gains look small. That's our expectation.

Dave Rodgers - Robert W. Baird

Okay, thanks for the color and putting those numbers together and yes Skip it’s been great working with you and look forward to the next couple of months working with you as well.

Operator

(Operator Instructions) The next question is from Michael Knott of Green Street Advisors.

Michael Knott - Green Street Advisors

Skip congratulations on your retirement, but I do have some questions for you. It did seem rather sudden and it almost seemed like you woke up one day and decided to retire and the board had to beg you to stay. Rather unplanned, are you or the Board guilty here of not properly planning for succession.

Skip McKenzie

It’s a difficult thing Michael, I mean I have never retired before so I can't say I've got a lot of experience doing this. But its not the type of thing that you start talking about broadcasting to the world, while I'm dreaming about this, I'm thinking about this. I think by the very nature of it in the public company format, it ends up being a sudden thing. It’s not like in private with you or with others, I could have said hey I'm thinking about this or it’s not like on a conference call I would have broadcast something like that. So I know it looks sudden, but I don't know by the very nature of it, it had to be sudden. And I thought about a number of things coming out of the New Year, I mean if anybody is guilty or I guess it would be, but I think the very nature, the summary is the very nature of that process provides suddenness and I don't really have anything more to add to it.

Michael Knott - Green Street Advisors

Was it sudden from the Board’s perspective? I mean its different…

Skip McKenzie

I mean obviously we have to go through a process that’s just going to begin now. So we are starting from square one right now.

Michael Knott - Green Street Advisors

Okay and then since you are around I’d bet that if you can maybe talk about the succession swing and miss with Chris Mundy hire in 2005, what gives you confidence that the Board will maybe get the choice right this time not that he was wrong but obviously it didn't work out in that scenario.

Skip McKenzie

Well, I hope I am not going to sound like a wimp here, but I don’t think it’s appropriate for me to comment on personal matters or why somebody worked out or some didn’t work out. I just don’t think that’s right. So I apologize but I am going to take a pass on that.

Michael Knott - Green Street Advisors

Okay, fair enough. But maybe what do you think the Board will be looking for?

Skip McKenzie

I think they will be looking for, obviously, again I don’t want to speak for a committee that hasn’t even been formed yet. But I think they want someone with real estate depth and very obviously it's going to be downgrade off of me, but maybe not as good looking but you know, there is a lot of criteria and you know, as well as I do that a strong leader, someone who knows the market, someone who is financially astute and, has all of the characteristics that it will all attribute to good leader. Again the committee hasn’t been formed yet. I don’t want to put words in their mouth. They got a lot of work to do.

I think the important takeaway for you, though Michael is there is no sense of urgency here. They're going to do what's right for the company. They are going to do what's right for the shareholders. They are going to be orderly. They're going to take their time and get it right and because of the way we've done this, I am going to stay through the end of the year, they are going to [afford] at that time and I think this will be a home run. I think this process will be a home run. That’s all I can say. Again, I don’t know exactly how the end results going to be, but I am very confident that we have the talent in the market place and in the world that we're going to find them, they're going to be found by our search committee, the search committee is going to be very diligent, organized and take their time and (inaudible).

Michael Knott - Green Street Advisors

Okay thanks and then on the MOBs can you remind us and sort of an aggregate level what percent of the portfolio is sort of on versus off campus.

Skip McKenzie

Well a lot of people use that on and off campus word, literally some others use it figuratively depending on how close they are. If you use the literal word on campus, we don’t have any ground leases, we don’t have any buildings that are on property owned by hospital. So using the literal definition of what I would consider on campus, we have zero on campus. Using the more figurative which are right across the street, it’s a much higher significant percentage, off hand I don’t have it but it’s the vast majority of it like for example the bulk of our properties are around the best hospital in the region over Fairfax Hospital. None of the buildings would (inaudible) isn’t on campus, but it’s across the street from its main gate. The prosperity is on the back side of the campus, 8301 Arlington is also on the back side. So they are all there, but none of them are per say on ground leases on the campus, and we like it that way to be quite honest with you. We don’t have people telling us with practices we can lease too, so.

Michael Knott - Green Street Advisors

Okay, that’s helpful and then last question would be obviously your disposition to do this just got a lot bigger with MOB portfolio. What about the prior expressions of interest of getting out of to some extent the suburban Maryland office market, how does this news about MOB change or not change the strategy there?

Skip McKenzie

Well it certainly doesn’t change the long-term strategy.

Michael Knott - Green Street Advisors

(Inaudible) from a timing standpoint I think that well.

Skip McKenzie

I think our perspective right now is that the markets generally saw the Maryland assets and especially if they are not leased long term to somebody. So we are probably not a seller right now. We reduce that portfolio significantly. I wish I had the number of same, but Bill do you remember the percentage of portfolio that’s Maryland, I believe its less then 10%, so (inaudible). I believe in concept Michael that our strategy right now is to roll off our sleeves and get the leasing there, and perhaps so at a later point in time. We do have the property that’s under contract, the Atrium building which is the small one but….

Bill Camp

We are under 10% of totals NOI Michael in Maryland…

Skip McKenzie

The total amount.

Bill Camp

The total NOI of 10% of NOI comes from Maryland office. So as Skip said, if you look at it more strategically, we do view ourselves as somewhat of a local sharpshooter here, and when we looked at the portfolio and we started to see what we are giving away, so to speak in terms of pricing and the amount of occupants we had. We actually like to take the best that we can fill up the space and create some value before we sell some of these buildings.

Michael Knott - Green Street Advisors

Okay, thanks a lot.

Operator

Thank you. Our next question is from (inaudible), please go ahead.

Unidentified Analyst

Hey, good afternoon. Quick question, if you go back 10 years, your funds from operations per share was 2 bucks, you are guiding to a $1.82 to right around the $1.94 for next year. It looks like - just bigger picture, when do you expect to see a resumption of the growth along that line, and then maybe building on that if you think about all of the possibilities that you have before you, where would you target kind of FFO to be over the next three to five years if that worked out the way you hoped?

Bill Camp

That's an interesting question. I think I'd rather start that question by not looking back 10 years but looking back to 2007 and really try and explain where we were and where we are today and where we will go from there. So in 2007, we delivered basically 221, from that point we redid the balance sheet which cost us about $0.68 in dilution.

We increased NOI by about $0.65 and we took occupancy hit by about $0.26 or $0.25 or $0.26. So then that results were down, there are some other rounding things but those are the three big items. So we are down basically from 221 to where we are guiding for ’13.

We think that the market is such that we can grow through occupancy gains and through repositioning and better properties better located they have better growth prospects. For that repositioning obviously it's adding some dilution, I mean, if you look at the industrial sale for instance that was probably a $0.03 dilution or $0.04 dilution somewhere there.

So part of this is a quality of earnings, I would actually argue the 221 was artificially inflated and if you look at almost I would say 90% of the reach out there most of them are trading down at a much more significant down [draft] in earnings than ours. So I'm fairly confident we can start building off at this space but when you can tell me when the government can come up with a budget that's logical. I will tell you when we can grow earnings.

Unidentified Analyst

So where do you think you will be in three to five years and where would you hope to be, what's kind of your target.

Bill Camp

We would like to be let's start with asset base we would like to be significantly larger than we are today potentially up to $5 billion or more, we are at $2.5 billion to $3 billion company right now. We'd like to be in that $5 billion plus range, all in DC, all in higher quality assets. What that translates into earnings I can't tell you at this point. That's forecasting way too far in the future where we give guidance year in year out.

Unidentified Analyst

Okay, then just maybe not going back quite to 2007 but to 2010 when the industrial portfolio was when you started thinking about disposing off that. As this transition has played out, do you think, if you are doing a self evaluation here, do you think that has this gone about according to plan or is it a little bit is it a bit more cumbersome and cloudy than you like or have you exceeded kind of everything that you would hope that you would have achieved at this point with the disposal so I think…

Skip McKenzie

I don't think anybody is happy with where we are and for us or any other companies. It’s an exceedingly difficult financial environment, I would be hard pressed to say that anybody is happy about it, I guess that's the short answer.

Unidentified Analyst

Okay. So what I guess just so I fully understand what are kind of the impediments or the barriers that have kind of cropped up along the way that have stood in your way of achieving success or where you’d hope to be at this point.

Skip McKenzie

Well part of it is, as Bill mentioned we went through a significant deleveraging process as did every virtually every other REIT through the financial crisis, that increased our share count dramatically from the period 2007 through last year. We've been in an environment where its hard to get any office tenants at all to consider growing space because no one knows what the federal government is doing. Last year for example, I don't know but it’s the first year in my life time that its one of only several where the entire month Washington Metropolitan region had negative absorption. So it's been, we are swimming upstream, trying to fill that vacancy that Bill talked about that we need. So it's been an incredibly disappointing market and it's an incredibly challenging market right now. I don't think I’ve seen a market research report written recently that was anything other than that. So, yes, the market conditions are difficult, the financial crisis was difficult and no one’s happy with the path we've been down on a macro level over the last few years.

Operator

Thank you. We have no further questions in the queue at this time. I would like to turn the floor back over to management for any closing remarks.

Skip McKenzie

Okay, thank you for joining us this afternoon. We look forward and usually we will be talking back at the end of short period of time. I believe, February 14th. So we will be talking with you guys February 14th. Thanks for your continued interest in the company.

Operator

Thank you. Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation.

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