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Executives

Robert E. Bowers – Chief Financial Officer

Donald A. Miller – Chief Executive Officer

Raymond L. Owens – Executive Vice President, Capital Markets

Analysts

Chris Caton – Morgan Stanley & Co. LLC

John W. Guinee – Stifel, Nicolaus & Co., Inc.

Anthony Paolone – JPMorgan Securities LLC

John J. Stewart – Green Street Advisors, Inc.

Paul E. Adornato – BMO Capital Markets

Dave Rodgers – RBC Capital Markets

Young Ku – Wells Fargo Advisors LLC

Piedmont Office Realty Trust (PDM) Q2 2011 Earnings Call August 10, 2011 10:00 AM ET

Operator

Greetings, and welcome to the Piedmont Office Realty Trust’s Second Quarter 2011 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. (Operator Instructions) As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Bobby Bowers, Chief Financial Officer of Piedmont Office Realty Trust. Thank you, Mr. Bowers. You may begin.

Robert E. Bowers

Thank you, operator. Good morning everyone and welcome to Piedmont's second quarter 2011 conference call. Last night, in addition to posting our earnings release, we also filed our quarterly Form 10-Q and a Form 8-K including our unaudited quarterly supplemental information. This information is also available for your review on our website at www.piedmontreit.com under the Investor Relations section.

On today’s call, the company’s prepared remarks and answers to your questions will contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address matters, which are subject to risk and uncertainties that may cause actual results to differ from those discussed today. Examples of forward-looking statements include those related to Piedmont Office Realty Trust revenues, operating income, financial guidance, as well as leasing and acquisition activity. You should not place any undue reliance on any of these forward-looking statements and those statements speak only as of the date they are made.

In addition, during this call, we’ll refer to non-GAAP financial measures such as funds from operations, core FFO, AFFO, and EBITDA. We encourage all of our listeners to review the more detailed discussion related to risk associated with forward-looking statements contained in the company’s filings with the SEC and the definitions and reconciliations of our non-GAAP measures contained in the supplemental financial information available on the company’s website.

I’ll review our financial results in detail after Don Miller, our CEO, discusses some of the quarter’s activities, including progress towards our strategic operating objectives. In addition, we’re joined today by Ray Owens, our EVP of Capital Markets; Laura Moon, our Chief Accounting Officer; Eddie Guilbert, our Vice President of Financial Strategies; and Bo Reddic, our EVP of Real Estate Operations, all of whom will provide additional perspective during the question-and-answer portion of the call.

I’ll now turn the call over to Don Miller.

Donald A. Miller

Good morning. Thanks for joining us everyone as we review our second quarter 2011 results. We are pleased with the company's progress this quarter and have several updates for you this morning. We have had a busy quarter as we worked to lease up our vacancy and advance our strategic plan. We’ve had a strong balance sheet and a portfolio of high-quality well-located properties and we continued to execute on our disciplined approach to acquisitions and capital recycling.

Last evening, we reported core funds from operations of $0.38 on a per share basis, in line with our pervious guidance. Bobby will discuss our financial results in further detail later. However, I’d like to update you on our leasing and capital transaction accomplishments this quarter.

First, in adjusting our second quarter leasing activity, we had a strong quarter, signing almost 1.2 million square feet of office leases, including 439,000 square feet of new leasing and 741,000 square feet of renewals, achieving an 80% retention rate. Year-to-date we have signed over 2 million square feet of leases covering almost 10% of our portfolio. Piedmont’s office portfolio was 86.5% leased at June 30, 2011, as compared to 89.2% leased at the beginning of the year.

The main driver for this decline in lease percentage is due to our success in acquiring several value-added buildings including 500 West Monroe in Chicago, which was 67% leased at acquisition with several near-term lease expirations, 1200 Enclave Parkway in Houston, which is 18% leased at the time of acquisition, and The Medici building in Atlanta 22% leased at the time of acquisition. If you remove the effect of these acquired properties, which are detailed on page 31 of our supplemental information, our stabilized portfolio of office properties was 89% leased at June 30, 2011.

At the end of the second quarter, our weighted average remaining lease term was 6.3 years, up from 5.8 years at the end of 2010. The office markets where we completed the most leasing activity in the quarter were Washington D.C., Detroit, Michigan, and the Central Business District of Chicago, although we’ve seen positive momentum in leasing transactions in a number of markets. In the Washington D.C. market, The Office of the Comptroller of the Currency renewed 334,000 square feet for two years with double-digit increases on both a cash and accrual basis with no capital expended to extend the lease.

Also in Bethesda, Maryland, outside of Washington, the regional accounting firm of Watkins Meegan signed a new 12-year lease for 35,000 square feet at our Piedmont Pointe property bringing that project to over 50% occupancy.

Moving to Detroit, the Chrysler Group signed a new lease for seven years and will be occupying 100% of our 210,000 square foot Auburn Hills, Michigan property at 1075 West Entrance. In the Chicago market, Jones Lang LaSalle extended their current lease on 164,000 square feet at Aon Center until 2017. And after quarter end, we were pleased to announce that Entegris, Midwest utility company, will be moving its headquarters to Aon Center and leasing approximately 150,000 square feet for 15 years commencing in 2014.

In some of our other opportunistic markets, we also delivered strong leasing results. In Portland, Oregon, Nike renewed for 105,000 square feet for a little over five years and in Phoenix, Arizona, we signed a three-year 63,000 square foot extension with AmeriCredit and a seven-year 46,000 square foot lease expansion with Grand Canyon Education.

In Fort Lauderdale, Florida, we successfully retendered our Hiatus Drive building by renewing Convergys in a 50,000 foot lease for five years and adding State Farm to 550,000 square feet for five years.

Overall, we are still seeing downward pressure on rental rates, including potentially higher concession packages particularly in the suburban markets. For the quarter, however, the stated contractual rental rates on newly executed leases were up by 5.5% on an accrual basis and 3.0% on a cash basis. Year-to-date with 1.8 million square feet of executed leases, rents were up 8.6% on a GAAP basis and 5.4% on a cash basis. Many of these leases, however, don’t commence until after mid-2012, so we won’t see the benefit from their execution immediately. Obviously, we will closely monitor market conditions and adjust our leasing strategy accordingly.

Turning to our transaction activity, we continue to execute on our mission of building value through stewardship, by narrowing our footprint to identify concentration in opportunistic markets and adding assets to our portfolio that have the opportunity to contribute both value appreciation and FFO growth over time. Our acquisition growth philosophy is a balanced plan with tactical value-added transactions where we can leverage our extensive lease-up and operational expertise and with core strategic transactions, which we believe will result in positive long-term risk adjusted returns.

We believe there are attractive opportunities for buyers like us with balance sheet capacity and the ability to creatively finance and structure transactions. In doing so, we will maintain our disciplined approach to underwriting and remain selective with the utilization of our resources.

During the second quarter and subsequently we have been active in acquisitions and asset recycling. During the quarter, we purchased two buildings in Atlanta, an opportunistic market for us.

We purchased The Dupree Building, a Class-A 138,000 square foot building for $20.5 million. This building is 83% leased and is conveniently located both in terms of being inside the Atlanta Northside Perimeter Expressway and in relation to executive housing in Atlanta. Additionally, we purchased The Medici Building, a Class-A 152,000 square foot building with 22% leased and located in the upscale Buckhead office market. We purchased the building for $13.2 million. Our low cost basis in these buildings combined with our knowledge of the market should allow us to capture superior risk adjusted returns from these transactions.

As I indicated, we have also been very active in our capital recycling. As part of a longer process of moving out of non-core markets, Piedmont intends to free up capital for assets that are strategic additions to our operating platform. (Inaudible) three buildings in non-core markets. These properties include a joint venture at 360 Interlocken Boulevard in suburban Denver, Colorado, which was sold for $9.15 million, and the day after the end of the quarter we sold Eastpointe Corporate Center in suburban Seattle, Washington for $32 million completing our exit from the Seattle market. And as we’ve previously reported, we’re also under contract to sell our interest in 35 West Wacker in Chicago, Illinois at a gross sale price of $401 million.

To summarize, our goal is to drive stable returns by combining high-quality well-located and well-leased buildings in concentration markets with quality value-add properties that will drive both FFO growth and asset appreciation. This strategy means we might be buying vacancy in the near-term as well as selling FFO as we recycle out of our non-core markets.

Looking narrowly, this approach will put short-term pressure on FFO in 2012. However, we’re confident that this approach will create enterprise value over time. As I stated earlier, we’ll continue to closely monitor market conditions and adjust this approach if appropriate. Regardless throughout this process we will remain low leveraged and be able to take advantage of opportunities as they arise. We have a strong balance sheet and experienced management team focused exclusively upon the office sector.

I’ll now turn the call over to Bobby to discuss our financial performance and balance sheet in more detail.

Robert E. Bowers

Thank you, Don. Last night Piedmont reported our second quarter results and I encourage you to carefully review the earnings release, the supplemental information, and the financial results filed on Form 10-Q. I’ll briefly discuss our financial performance over the quarter and our guidance for the remainder of 2011.

For the second quarter, FFO was $65.1 million or $0.38 per diluted share. Core FFO was also $0.38 per diluted share as compared to $0.38 per share for core FFO for the second quarter of 2010. AFFO for the quarter totaled $47 million or $0.27 per diluted share for the quarter versus $0.32 per diluted share in 2010. This decrease in AFFO was primarily attributed to increased capital expenditures associated with our leasing activities. Total non-incremental capital expenditures were $16.9 million during the second quarter of 2011.

Turning to our income statement for the second quarter, our total operating revenues were up 4.4% to $150.5 million as compared to the same quarter in 2010. This increase was driven by both rental revenue and tenant reimbursements related primarily to our acquisitions.

On the expense side, operating expenses were roughly a $110 million, which is a 10.5% increase from the prior year and can be attributed directly to the recent activities – acquisition activities and related depreciation and amortization expense.

On a same-store basis, quarterly net operating income declined 4% year-over-year due to modestly lower lease occupancy percentage and rental rate reductions from previously executed lease renewals, which commenced during the last few quarters. In particular, the State Street Bank lease in Boston and the Nestlé lease in Los Angeles, which were both discussed in previous quarters.

Corporate general and administrative expenses for the quarter were in line with expectations and included the annual meeting and proxy cost. Interest income and other expense reflects one of the effects of the March 31 acquisition of the 500 West Monroe building.

With the termination of the mezzanine loan receivables and related interest income, this expense category also contains the recognition of $700,000 of acquisition costs, which rather than being capitalized are now being expensed under new accounting standards.

Don updated everyone on our success this quarter in leasing. However, I’d like to draw your attention to pages 26 and 27 of our supplemental information, which disclose our capital commitment and detail the projected capital expenditures and tenant improvements related to leases signed during the quarter.

Total capital commitments that we have as of the end of the quarter are $129 million, but I’ll note as we expect this total to decrease approximately $40 million later this year with the disposition of 35 West Wacker, due primarily to the short-term lease extensions by the OCC without a tenant improvement package, we had a favorable below-average capital requirement for executed leases during the second quarter of $2.87 per square foot per year of leaser term. The six-month capital cost of $4.85 per square foot per year of lease term is slightly above average due primarily to the $40 million of building and tenant improvement package associated with the 600,000 square foot 15-year renewal by NASA.

Now, looking at our balance sheet, it remains extremely strong and leaves us well positioned to execute on our acquisition and disposition plans. We currently have more than $200 million of buying capacity with cash and on our line of credit. With regard to our debt at June 30, we had approximately $300 million drawn on our $500 million unsecured facility. We utilized this line of credit, which is priced at 47.5 basis points over LIBOR during the quarter to pay off our $250 million unsecured term loan, which matured on June 28.

Depending upon future acquisition opportunities, we anticipate paying down the line of credit with proceeds from the sale of the 35 West Wacker building which is scheduled to close later this year. We also have approximately $1.3 billion of secured debt at quarter end with a weighted average interest rate of 4.63%.

Regarding near-term maturities, our credit facility in two loans totaling $185 million, which are associated with the 500 West Monroe building will mature during the third quarter of 2011. All have one year extensions – option, excuse me, and we are in the process of extending these leases.

Pages 17 and 18 of our supplemental information provide more detailed explanation of our debt and associated maturities. Additionally, our debt coverage ratio has remained very stable and well within the debt covenant limits. We ended the quarter with a net debt to core EBITDA ratio of 4.7. Our fixed charge coverage ratio is 4.4, and we are very low leveraged with a debt to gross asset ratio of 29.8% at quarter end. While no new financing is currently required, we have a number of financing options that are available to the company should various acquisition opportunities materialize. We currently anticipate that any such need would be funded through an unsecured public debt offering.

Finally, we are reiterating the guidance for 2011 that we provided on our last quarter’s call with core FFO in the range of $256 million to $269 million or $1.48 to $1.56 per diluted share. I want to point out that we may update this guidance in the future due to significant acquisitions or dispositions. We’d also like to remind you that the results may vary quarter-to-quarter on both a cash basis and accrual basis due to the timing of various one-time items.

Now, as Don mentioned, several previously executed leases and lower rental rates coupled with the prospects of other large leases scheduled to expire over the next two years, the anticipated capital that we believe will be necessary to retain these tenants or retenant the spaces will impact our cash flow going into fiscal 2012. Although we covered our dividend on an AFFO basis in 2010 and then the first quarter of 2011, we did not cover the dividend on an AFFO basis in the second quarter and do not anticipate covering our dividend at our current quarterly payout rate for the rest of the year or for the year 2012.

Further, while we believe that the acquisitions of select value-add properties and attractive core market assets will create the optimal long-term risk adjusted return for shareholders, this investment strategy will also create near-term pressure on cash flow and our current dividend rate. Our current cash flow generation is being closely monitored and we anticipate adjusting this dividend closer to industry payout ratios beginning in 2012. Our current taxable income for 2011 without capital gains is estimated to be between $0.80 and $0.90 per share. This concludes our prepared remarks.

I will now ask the operator to provide our listeners with instructions on how they may ask questions at management. We’ll endeavour to answer all of your questions now or make appropriate later public disclosure, if necessary. We do ask that our listeners limit their questions to one follow-on question so that we can address as many of our listeners as possible. Thank you.

Question-and-Answer Session

Operator

Thank you. Ladies and gentlemen, we will now be conducting a question-and-answer session. (Operator Instructions) Our first question is coming from the line of Chris Caton with Morgan Stanley. Please state your question.

Chris Caton – Morgan Stanley & Co. LLC

Hey, Don. I was hoping you could spend a little more time talking about the leasing environment in Chicago, or a couple of highlights maybe if you could talk about Aon Center and [Entegris], I wonder where they’re leasing in the building and how – as I believe that’d be a triple-net lease, how much expenses are you carrying there? And then over at West Monroe, you changed your language in that quarter in terms of expanding GE. Can you provide a little more color on those negotiations and if there is a potential for them to move in, as Marsh moved out, I believe, at the end of this year?

Donald A. Miller

Okay. Hey, Chris, how are you doing? Let’s see, starting with Chicago, I’ll caveat all conversations today, we didn’t do in our prepared remarks because I’m not – everything changes on an hourly basis, it seems like, in this environment. But we’ll caveat everything on sort of saying given the volatility that we’ve seen in the last few days and then certainly with the downgrade, we are not seeing a lot of impact to the transaction or leasing markets yet.

We wouldn’t be surprised if there is an impact, but at least at this point obviously we have not seen anything. So I’ll address comments almost as if these are a week old, because we don’t have any updated information that would suggest things have changed yet. So, with that caveat, Chris, I’ll try to address your questions. Entegris, as we signed that lease a week or two ago, they are taking some floors up in the 20s that are floors that ultimately BP will be – BP/Aon will be giving up at the end of their lease in 2013 and Entegris will be moving in middle of 2014.

So, very much like the KPMG situation with Kirkland & Ellis, we’ve been fortunate enough to get well ahead of the curve and get a lot of that space taken off the market if you will by signing a really good credit tenant into a long-term lease in the space. So we’re really thrilled about the Entegris situation. It’s a wonderful company and we’re really thrilled to have them as a tenant. And then additional activity in Aon Center has been very positive recently; we haven’t done anything that we’ve announced, but we’re very optimistic on some additional activity in the building that we hope will be concluded in the next couple of quarters.

So we feel pretty good about where things are going with Aon Center. So Chicago continues to be, I would say, a bright spot in terms of the activity levels that we’ve seen downtown. I think we have said many times before the suburbs are a different kettle of fish all together, but downtown continues to do pretty well.

On the GE negotiations, I prefer not to get into that other than to say we did comment that we’re hopeful to renew and maybe even expand GE, but obviously we’re in the early stages of a negotiation there. So I wouldn’t want to comment any further on that, just so that we don’t talk about anything that we shouldn’t.

Chris Caton – Morgan Stanley & Co. LLC

Okay, thanks. One follow-up question maybe for Bobby, you talked about looking at the dividend and you talked about the taxable and right sizing versus industry norm payouts, are you also going to be looking at AFFO and what do you – what would you view as an industry norm for the payout ratio?

Robert E. Bowers

Certainly (inaudible) start with taxable income and that’s why I put that information out there, because you need to do that much. We do have those spikes in our leasing that have capital requirements, but sometimes from an AFFO standpoint we may have more TI requirements just like we have in 2012, remember we have a $20 million commitment to expenditure there in the Aon Center as we move in KPMG. So I’m not going to peg a certain amount towards AFFO, but obviously on a long-term basis, we want to be covering substantially the AFFO.

Chris Caton – Morgan Stanley & Co. LLC

And so will you look through to a normalized AFFO run rate, as you say because of the leases that are starting in mid ’12 or later, will you look into ‘13 when you think about or ‘14 and think about?

Robert E. Bowers

Yes, that’s exactly right, Chris.

Chris Caton – Morgan Stanley & Co. LLC

Okay. Thanks guys.

Operator

Our next question is coming from the line of John Guinee with Stifel Nicolaus. Please state your question.

John W. Guinee – Stifel, Nicolaus & Co., Inc.

Bobby, just a great job of telling a wonderful story, but not giving the punch line. I guess it’s pretty safe to say though that $0.80 to $0.90 is the range you expect in 2012 for the dividend?

Donald A. Miller

Let me jump in, John. We purposefully are not telling you what we think the dividend is going to be yet.

John W. Guinee – Stifel, Nicolaus & Co., Inc.

Oh, really?

Donald A. Miller

That’s correct. Yes.

John W. Guinee – Stifel, Nicolaus & Co., Inc.

Okay, all right. Second, you guys have done a great job of buying vacancy in high quality buildings. And I’m looking at page 20 and then selling a number of assets. I’m looking at page 25, which is just your – 18 different markets you’re in excluding Seattle. And then I’m looking at my list of the higher quality REITs out there. For example (inaudible) in two markets, SL Green is essentially in two markets. [VTO] is in 10 markets, Vornado is in two office markets. On the suburban side, Highwoods is in 10 different office markets. In the next three years, do you see an ability to get yourself down to 18 markets, 15 markets, 10 markets, how concentrated do you want to be over the next – do you want to get over the next three years?

Donald A. Miller

John, I think we’ve talked about this a little before, but I’m glad you asked the question, this is something that we are continuing to try to make sure that everybody hears from us. I think we actually have a list of 22 markets specifically today, may be 21 after selling off Seattle, and we intend to move to no more than 10 to 12 in the next three to four years. Obviously, market activity and the ability to move product for reasonable prices will have a big influence on that and after the last week’s activity, I don’t know if that will impact us or not, but our goal is in a normalized environment to be able to move down to that 10 to 12 market range in the next three to four years.

John W. Guinee – Stifel, Nicolaus & Co., Inc.

Great, all right. Thank you very much. Enjoy your August vacation.

Donald A. Miller

All right.

Robert E. Bowers

Thanks, hopefully we’ll see you soon.

Operator

Our next question is coming from the line of Anthony Paolone with JPMorgan Chase. Please state your question.

Anthony Paolone – JPMorgan Securities LLC

Thanks. Good morning everyone. Don, can you talk a little bit about how you guys view Piedmont’s cost of capital, you return hurdles, and the types of growth assumptions you’ve been using in your underwriting, just trying to understand kind of where the difference has been given that we just haven’t seen a lot of transactions out of you guys in what’s been a fairly heated transaction environment over the last call it six months?

Donald A. Miller

Okay, let me start with the last part it first. I mean I think we’ve been a pretty consistent acquirer of products here in last few months now, not big splashy, aggressively priced transactions, but I think we hope you think that we’re doing exactly what we said we’re going to do, which is to find value in the markets, value-added opportunities in those opportunistic markets, and the few things that we’ve done in our core markets are going to be much more core oriented. So I think, we’ve actually been a pretty consistent deployer of capital and we hope we continue to be so here in the near-term. But getting back to sort of the cost of capital issue, we kind of look at our business model, if you will, is obviously a little lower risk, a little lower – potentially lower reward, but hopefully a strong risk adjusted return at the end of the day. And so if you think about the fact that we look at our cost of debt capital today, although our blended rate is around 4.6, I think we’re probably a low five borrower in the public markets even after this dislocation. If you were to get mortgage debt today, it’s probably low five mortgage debt, at those kind of lower leverage levels that we participate at. And so if you look at blending 35% to 40% of our capital structure at a low five with an equity goal, I think, of say low double-digits say a 10% equity goal, then I think you come up with a blended cost of capital that looks pretty close to eight-ish, I think on a blended basis.

Anthony Paolone – JPMorgan Securities LLC

And where do you think some of these larger transactions, I know you’ve done some of the value-added stuff and some of the very specific deals in markets you know, but just wondering where you think some of these larger trades have been, where that underwriting has been like how far off you’ve been on those things?

Robert E. Bowers

Yeah, on the really large transactions that we’ve been looking at in some of the core concentration markets where the yields are dropping down into the fives, unfortunately in most of those deals you’re still seeing rents that we at least forecast are at or above market. And so it’s really hard to foresee without extraordinary growth in the rents in those markets and in most places we are not seeing that to specifically get a – getting an IRR that’s dramatically above that over a period of time and so we are seeing consistently in those core concentration markets IRRs that are more in the sixes and seven range, which obviously blows our cost of capital. That doesn’t mean we wouldn’t do something below our cost of capital in our concentration markets, but we haven’t seen anything that we felt like was as good a value proposition as we’ve seen elsewhere.

Anthony Paolone – JPMorgan Securities LLC

Got it. And my follow-up is just as it relates to 35 West Wacker, it seems like a decent amount of time between now and year-end to get it closed. Is there any risk to that or is this just the normal length of time that is going to take to get the thing done?

Donald A. Miller

Well, it is a complicated transaction from a number of different standpoints, as you know, because we’ve got a debt assumption on it, we have got a joint venture structure in place, some tax protection issues, and then a management agreement. And so I remember when I actually joined the company, and while we were in the process of buying the asset and it seems like it took forever to close it when we brought it. I think there is just a lot of processes to go through to get this transaction closed. I think our best estimate right now is end of the third quarter, early fourth quarter, but obviously there are things that could come up that could extend it. [We remain reasonably] that won’t move forward at this point, but the world is a funny place.

Anthony Paolone – JPMorgan Securities LLC

Okay. Thank you for that color.

Donald A. Miller

Okay.

Operator

Our next question is coming from the line of John Stewart with Green Street Advisors. Please state your question.

John J. Stewart – Green Street Advisors, Inc.

Thank you. Just following up on 35 West Wacker, how much money is hard and what are – I know there is a $120 million mortgage on that, but what are the expected net proceeds?

Robert E. Bowers

John, I probably won’t comment on what’s hard today. We haven’t released any of that information. In terms of net proceeds, I’m looking down the table; it looks like Eddie Guilbert is showing me around $225 million of net proceeds.

John J. Stewart – Green Street Advisors, Inc.

Okay. And with respect to the $300 million outstanding on the line at the end of the quarter, would you expect to use 100% of the proceeds to pay that down and what’s the current thinking in terms of a longer-term refinancing?

Robert E. Bowers

Yes, I’d think if we got the proceeds in the next 60 days or so, I would think we would do nothing but just go ahead and pay down the line at this point. There is no reason to hold cash and be dilutive on that basis. As it relates to the financing, obviously the last week or so has had a lot of impact on our thought process. We’re needling on a number of different ideas we have here, probably a little premature to make a comment, because I’m not quite sure we know exactly, but I think the last few days has had some impact on our thinking, and we’re going to be working through that and hopefully we will have little more clarity when things settle down a little bit. But lot of ideas come out of a very volatile equity market and a very attractive long-term treasury rate.

John J. Stewart – Green Street Advisors, Inc.

Right. And then just following up on a couple of questions that have already been asked or at least seems that have been touched on, Don, can you share with us what the current acquisition pipeline looks like and likewise I know you addressed your sort of longer-term plans for non-core asset sales, but what can we expect to see in the near-term?

Donald A. Miller

I’m going to give you the same caveat I gave in the leasing front if you don’t mind, which is just obviously that everything I comment on at this point is going to presume a relatively stable environment going forward.

John J. Stewart – Green Street Advisors, Inc.

Yeah.

Donald A. Miller

Which probably isn’t going to be the case, but we’ll deal with it as we can. We do have a pipeline of handful transactions that we’re optimistic on going forward, be a mixture of the strategies that we’ve talked about. We’re hopeful that we will get some clarity on those transactions here in the next of couple weeks. But as a buyer, obviously, we’re looking at those deals the same way, [we’re as a seller] which is just to make sure that moving forward is the right thing to do in this environment. And so we’re thinking about those things right now as we speak, but we’re not hard on anything, so we’re not locked in if don’t – if we didn’t want to move forward. And then on the disposition pipeline, as we’ve talked about it for some time, the fall hunting season is about to begin, if you will, and we are lining up a handful of transactions that again if we think the timing is still right given the capital markets, that we’re going to be bringing to market that will reflect asset sales that are in our non-strategic markets. And it wouldn’t be surprising to you that they probably match up with some of our recently completed successful leasing as well.

John J. Stewart – Green Street Advisors, Inc.

Right, okay. And then lastly, if I may, I understand that $4.85 per square foot per year lease term for the year-to-date activities obviously secured by the NASA deal, but what’s your expectation for this portfolio on a normalized basis? What do you think that number looks like on a normalized level?

Robert E. Bowers

John, if you look back at the last four or five years of numbers, I think they bounced around mostly in the threes. Hold on, give me one second, I’ll give you exact numbers here.

John J. Stewart – Green Street Advisors, Inc.

No, that’s what I got.

Robert E. Bowers

2010 was $3.88; 2009 was $3.41; 2008 was also $3.88. I think we feel like that’s a pretty good long-term number whether we start – whether we see a little bit of a blip here in this environment where capital concessions have been up, I can’t forecast exactly. But I would say it’ll be in the higher-end in the short-term and then I think it’ll normalize and maybe even go back to a little bit more normalized basis as the market start to improve. But I would say low to mid 3s feels like a pretty good number.

John J. Stewart – Green Street Advisors, Inc.

And you think that is appropriate in terms of a net effect of rent?

Donald A. Miller

I don’t have deemed it appropriate. All I can tell you is that we’re dealing in the markets and we’re reacting to what we have to do to keep our portfolio well occupied and keep the current credit tenants in our portfolio we like. Obviously, I think a company with a strategy like ours that has mostly largely tenant leases with credit is going to see a larger capital outlay in markets like this and then we’re going to benefit substantially when the markets are stronger when you have large leases and a little bit more leverage. And so, we might see a little more volatility in our capital than others because we do mostly larger leases and right now we’re in the bad part of the cycle.

John J. Stewart – Green Street Advisors, Inc.

Okay. Thank you.

Operator

Our next question is coming from the line of Paul Adornato with BMO Capital Markets. Please state your question.

Paul E. Adornato – BMO Capital Markets

Thanks. Good morning. On the OCC lease with the renewal of just two years, I was wondering if you could give us a little insight into that. Is that a direct result of what’s going on in terms of budget discussion in Washington or what’s going on in the tenant’s mind there?

Donald A. Miller

Yeah Paul, as you may have followed, OCC, if you remember back, I’m going to guess a couple of quarters ago, was right to the end of the year in fact, OCC made an announcement that they are going to be combining with the Office of Thrift Supervision and taking a 600,000 foot lease at Constitution Center down the street from us. OTS was moving over to take some of the SEC space that was over-leased, if you will, there was a large lease that was done and then SEC got [spanked] for that, and as a result needed to lay off some of that to others in the combination of Office of Thrift Supervision and OCC was a good backfill candidate, if you will, for the government space in that project. So OCC at that point in time told us that they’d be leaving. We came out and let everybody know that a couple of quarters ago, but they also acknowledged that they needed the space for a couple of more years to get ready to move over to Constitution Center. And so that’s when we started moving towards a lease renewal with them over a couple of years. Obviously, only having – only getting a little bit of short-term renewal with them gave us the ability to sort of demand a little bit higher pricing and no capital expenditure. And so from that standpoint, it’s a nice windfall, if you will, at least for the next couple of years. And interestingly early leasing activity on that space has been fairly strong, but it’s very preliminary at this point.

Paul E. Adornato – BMO Capital Markets

Okay. And any insight into what’s happening in Washington, has that stalled government talks especially for that space?

Donald A. Miller

Yeah, I would tell you that generally we continue to see a fairly paralytic environment, if you will, it’s very slow for people to come out with new requirements, some of the FFOs that we have heard are coming still haven’t come out. For example, our National Park Service, their RFP if you will has not come out to the market and then that lease expires next year. So I would think that it would be natural to assume that at a minimum they would be hard pressed to get out of our building next year.

So I don’t know what that means for our longer-term tenancy there with them, but at a minimum I would think they’re going to have stay for a period of time. And then just more generally, we’re seeing a lot of requirements either canceled or put on hold from the Federal government and similarly a lot of contractors saying that their contract awards or contract procurement is getting delayed and as a result they’re delaying their commitments to the space. And so from what we’re seeing at least, it’s a pretty soft market in Washington right now in terms of demand, now that could start to free up as the Federal government starts to get back into the business and making decisions again.

Paul E. Adornato – BMO Capital Markets

And, thanks, just one more follow-up. As you look to reposition the portfolio, sell assets and then buy perhaps a little bit more vacancy, on the disposition side, are you looking to reduce exposure to buildings with large tenants or at this point are you agnostic when it comes to tenant size?

Donald A. Miller

No, I would say we’re probably fairly agnostic when it comes to tenant size. I think it does. We are actively trying to sell assets in those non-strategic markets particularly if they’re well positioned to what we think is maximize the value of the asset at this point in the cycle, but there isn’t a goal or a mission to get rid of larger leases or smaller leases per se.

Paul E. Adornato – BMO Capital Markets

Okay, thank you.

Operator

(Operator Instructions) Our next question is coming from the line of Dave Rodgers with RBC Capital Markets.

Dave Rodgers – RBC Capital Markets

Good morning guys. With regard to 35 West Wacker, I think on the previous calls you really talked about may be some of the volatility in the dividend or the lack of clarity on the dividend maybe I should say stems from the gain related to that asset. Do you think that you would be able to do at 1031 given some clarity on when you are going to sell that asset at this point in time and give yourself basically a year from now to invest those proceeds? Is that a plot at this point?

Robert E. Bowers

Hi there. If you may remember, we said when Don was talking earlier that that’s a joint venture and we’re only selling out our portion of that joint venture interest that’s about 96.5% and therefore it’s not going to qualify for 1031 and certainly that’s one of the drivers that’s requiring us to keep our dividend where it is.

Dave Rodgers – RBC Capital Markets

Okay, great. Thank you for that color, I forgot that. And then I guess Don maybe a broader question, getting into the core markets obviously is probably getting more and more challenging making those bids. One, do you view the exit of non-core assets and the reinvestment of those proceeds i.e., new acquisitions that mutually exclusive, did they have to go together, i.e., do you mind deleveraging further? And how do you get into those core markets going forward, as I think vacancy opportunities are probably fleeting at this point in time and more and more bidders seem to be pursuing those same markets. So do you have continued confidence that you can still allocate money to those markets or should we have a maybe a longer term view that opportunistic is the growth bubble of the company for now?

Donald A. Miller

No, Dave, I think that’s sort of a consistent challenge that we all have if you look at what’s going on. The handful of assets that are coming out in those core markets that almost everybody wants to buy are still extremely sought after, and so it’s been a – it’s a soft environment to take those down particularly if you are looking for what we’d say is good value. Having said that, we’re refining at the margins, a deal here or a deal there that sort of fit our profile and with our asset sales going on, I think we think we’re going to be successful in getting to that 60% to 70% core concentration market exposure within the time frames that we talked about before. It’s never going to be easy, but we do think we can do that. And so I think we’re still pretty confident that that challenge is going to be met.

Raymond L. Owens

Yeah. And Dave, this is Ray. How are you doing? I think some of the things that we have looked at before in the concentration markets have been a combination of pure core plays (inaudible) value-added components to it and we’re really curious and anticipating following what’s going happen given dislocation in the market that’s going on now, whether that will move some of the sellers to actually transact, especially on things that have more value-added characteristics to them in the concentration market. Those deals are few and far between, we have seen a number of them, have taken run at them and for reasons that the sellers have on their own, they’ve decided they didn’t want to transact at that point in time. Some of the things that are going on in the current market right now and the economic climate without job growth being as robust as people might have thought it would be, maybe that freezed some things up and make sellers change their mind, but we certainly are going to continue to look at both core type of deals in those markets and then things that have the opportunistic characteristics to them because we can’t take on some that vacancy.

Donald A. Miller

Dave, I don’t want to be presumptuous in terms of what’s going to happen in the markets, but I’ll tell you with Washington softening that we’ve talked about a lot and New York potentially heading in the same direction with some of the financial market issues going on, I think it’s sort of fastening. A, it validates that what we’ve been trying to do in terms of maintaining our discipline, we feel that much better about, A. B, we’re not concentrating in any of those markets, so any one market starting to turn down doesn’t affect us in the same way.

So we feel really good about that. And C, if there are better opportunities that come out of this cycle because of this renewed downturn, although better from a standpoint of someone who’s lower leveraged and has the opportunity to take advantage of these situations. So we – the last thing we wanted to see is what happened last week, but on a relative basis it should be pretty good for us.

Dave Rodgers – RBC Capital Markets

Great. Thank you.

Operator

Our next question is coming from Young Ku with Wells Fargo. Please state your question.

Young Ku – Wells Fargo Advisors LLC

Yes. Good morning. Thank you. My first question, maybe this is for Bobby, is regards to your CapEx, you have about $130 million, $40 of that should go away with the 35 West Wacker sale, but you do have a lot of pending vacancies out there, which should require a lot of CapEx. My question in terms of a normalized CapEx level that $130 million, what do you think would be a better ongoing run rate on a normalized basis and when can we expect you guys to get there?

Robert E. Bowers

You’re talking about a pretty hard number to peg with the normalized number right now. Let me tell you that $128 million does have a couple of larger items in it, though. There is the NASA lease that’s got a $40 million and then there is $40 million that’s associated with 500 West Monroe. Without those two items (inaudible) generally is out there. But you’ve got large leases to come up and it’s going to spike up and down.

Young Ku – Wells Fargo Advisors LLC

Okay. That’s fair. And somewhat related I guess, you guys are looking to dispose some of your non-core assets and what are your thoughts on selling some of the large pending move out, for example the (inaudible) space, are those on the shopping box as well?

Donald A. Miller

Young, could you restated that, you came in and out when you were saying that question, I’ sorry.

Young Ku – Wells Fargo Advisors LLC

Yeah, for example the (inaudible) space, would with be – would you guys consider selling those as well since you might be having some large vacancies there?

Donald A. Miller

No, Young, I don’t think so. Unless we lost confidence in the ability of that building to compete in the marketplace, I don’t think we would be a seller. You never say never because you may have the tenant that comes along that really wants the space and is willing to pay a huge pricing for it or something like that. And they are the occasional small buildings that we have looked at selling off to users in our portfolio where they have lower occupancy than average. And so, it’s not that every building we sell will be 100% leased. I think Eastpointe Corporate Center sale was a great example, that it was a partial user sale for someone who is willing to pay what we thought was a very fair price because they want the lease partially move into it. So there will be situations where we will do that. I don’t think (inaudible) would be buildings that we would sell off in their current condition, again unless a user came along with a very aggressive price to try to take down this space.

Raymond L. Owens

This is Ray Owens, again. Again, I think given the benefit of having a strong balance sheet like that we do have and not having a lot of debt, we don’t have a gun to our head to have to force us to do something into market like that. So we’ll continue to be disciplined, especially on those deals that we believe are good quality buildings, we’ll be able to fight through the downturn and fight the leasing game and be able to recover tenancy. Then if it fits our strategic objectives to move them out, we’ll consider selling them. Just because it has vacancy in this current environment, we don’t have a gun to our head to have to move those kind of deals out.

Young Ku – Wells Fargo Advisors LLC

Great, that’s helpful. Just one quick follow-up, if I may. What kind of demand are you guys seeing in some of the non-core assets or markets that you guys are looking to sell out, for example in Victoria and Cleveland, are you seeing any actual demand there?

Donald A. Miller

You know, Young, it’s kind of funny. We’ve said this, I think, on a couple other calls before, but Detroit has been one of our most active markets this year. Now, I think that was one of those markets we’re very fortunate and we had some pretty good occupancy in that market through ‘09, and ‘10, and ‘11 even and then we had some vacancy starting to come up or some leases starting to roll last year and this year. And we’re fortunate enough in the timing of those leases starting to come up that those tenants were now ready to renew and/or what we’ve seen a lot of other new activity. And so Detroit has actually somewhat surprisingly been a very positive market for us over the last 12 months. We’ve leased up as we’ve announced this quarter, the Chrysler building, and then a building just down to street from it, we’ve renewed two tenants and done a lease with another new tenant that basically filled that building up on a longer-term basis as well. So those will be the kinds of efforts we’ll think about selling as we move forward here. Cleveland, we actually have only one little small project there that will be on a selling box at some point, if we can re-stabilize the asset. But more recently, we’ve actually seen a good little level of activity in that project as well. And so it’s almost market-by-market and project-by-project, but we’ve actually seen some pretty good activity in places like that that not at great rents of course, but at least at good activities levels.

Young Ku – Wells Fargo Advisors LLC

Actually, I was actually asking in regard to potential buyers for the assets, not…

Donald A. Miller

Oh, I’ m sorry. I apologize. Obviously, we would not typically solicit buyers until we’re ready to bring an asset to market and fully and broadly broker it. And so we wouldn’t know the answer to that question until we hired a broker and tuck to the marketplace.

Young Ku – Wells Fargo Advisors LLC

Okay, got it.

Raymond L. Owens

I think just an adjunct to that; it also is fairly market specific. In the better secondary cities that don’t fit in our strategic objectives, you‘ll probably have a wider buyer pool that may include some of the institutions, some of the other lesser viewed secondary markets, you probably have regional and local players. But once again as Don said we will go through the full marketing process and then really evaluate the best buyer for those particular assets.

Young Ku – Wells Fargo Advisors LLC

Got it. It’s helpful. Thank you.

Operator

(Operator Instructions) Our next question is coming from Chris Caton with Morgan Stanley. Please state your question.

Chris Caton – Morgan Stanley & Co. LLC

Hi, just a follow-up with the discussion of acquisitions, dispositions. Bobby, what assumptions, if any, have you layered into guidance in terms of transaction activity?

Robert E. Bowers

Well, certainly I have looked at the 35 West Wacker building, that’s in there and that’s the significant one that contributes a lot to the FFO. But other than that, the major ones, I’ll come out with some sort of announcement if something becomes happening, certainly something outside of our range.

Donald A. Miller

But yeah, I think there is a modest amount of smaller activity in the numbers today, Chris, as we forecast our guidance for the remainder of the year. The big one –Bobby’s point is the big one is 35 West Wacker that’s in guidance, obviously if 35 West Wacker didn’t go forward, our guidance would be higher.

Chris Caton – Morgan Stanley & Co. LLC

And what – Bobby, what date have you put in for 35 West Wacker?

Robert E. Bowers

I don’t have it, but it’s late in the year, so it’s late third quarter, early fourth quarter.

Chris Caton – Morgan Stanley & Co. LLC

Got it. And then just in terms of the dilution, if we look in the sup, (inaudible) page 20, you’ve got Leo Burnett and Winston & Strawn on there, is that – if you gross that – those rents up, it looks like it’s $46 million, for this in my head, maybe it’s a little less $44 million, that’s a gross range?

Donald A. Miller

Yes.

Robert E. Bowers

It’s about $45.7 million, it looks like Chris.

Chris Caton – Morgan Stanley & Co. LLC

And that’s a gross number?

Donald A. Miller

And it’s a gross number.

Robert E. Bowers

That’s correct, yes.

Chris Caton – Morgan Stanley & Co. LLC

Okay. Thanks, guys.

Operator

Gentlemen, there are no further questions at this time. I’ll now turn the floor over to Donald Miller for closing comments.

Donald A. Miller

Well, as always, we really appreciate your support and interest in calling in today. And obviously if you have any questions do follow up on, we will be glad to do so within the bounds of what we can talk about. So we look forward to seeing you all between quarters and look forward to the next call as well. Thank you for attending today.

Operator

This does conclude today’s teleconference. A replay of this call will be available later today and will remain available until August 24, 2011. You may access this replay by dialing 877-870-5176 and entering the passcode of 375750. Ladies and gentlemen, you may disconnect your lines at this time and we thank you for your participation.

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