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Executives

Tim Bonang – VP, IR

Adam Portnoy – President and Managing Trustee

John Popeo – CFO

Analysts

John Guinee – Stifel Nicolaus

Michael Bilerman – Citigroup

Josh Attie – Citigroup

CommonWealth REIT (CWH) Q2 2012 Earnings Call August 8, 2012 1:00 PM ET

Operator

Good day and welcome to the CommonWealth REIT Second Quarter 2012 Financial Results Conference Call. This call is being recorded.

At this time, for opening remarks and introductions, I would now like to turn the call over to the Vice President of Investor Relations, Mr. Tim Bonang. Please go ahead, sir.

Tim Bonang

Thank you and good afternoon. Joining me on today’s call are Adam Portnoy, President and Managing Trustee; and John Popeo, our Chief Financial Officer.

The agenda for today’s call includes a presentation by management, followed by a question-and-answer session. I would also note that the recording and retransmission of today’s conference call is strictly prohibited without prior written consent of CommonWealth.

Before we begin today’s call, I would like to read our Safe Harbor statement. Today’s conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on CommonWealth’s present beliefs and expectations as of today, August 8, 2012.

The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today’s conference call other than through filings with the Securities and Exchange Commission or SEC regarding this reporting period. In addition, this call may contain non-GAAP numbers, including funds from operations, or FFO, normalized FFO and cash available for distribution, or CAD.

A reconciliation of FFO, normalized FFO and CAD to net income is available in our supplemental package found in the Investor Relations section of the company’s website. Actual results may differ materially from those projected in any forward-looking statements. Additional information concerning factors that could cause those differences is contained in our Form 10-Q, which we expect to file tomorrow with the SEC, and in our Q2 supplemental operating and financial data package found on our website at www.cwhreit.com. Investors are cautioned not to place undue reliance upon any forward-looking statements.

And now, I’d like to turn the call over to Adam Portnoy.

Adam Portnoy

Thank you, Tim. Good afternoon and thank you for joining us on today’s call.

For the second quarter of 2012, we are reporting fully diluted normalized FFO of $0.83 per share, compared to $0.91 per share during the same period last year. During the quarter, we signed 146 individual leases for 1.6 million square feet with 65% representing renewals and 35% representing new leases. The average term for leases entered this quarter were 10 years and the weighted average rental rates were 2% above prior rent for the same space.

Capital cost commitments associated with leasing activity this quarter was $28.22 per square foot, or about $2.82 per lease year. Although we had a lot of success leasing space this quarter, we still had almost 2 million square feet expire, which produced a 30 basis point decline in consolidated occupancy to 84.5% as of June 30 compared to 84.8% as of – on March 31. Our occupancy rate for wholly-owned properties, which excludes results from a majority-owned subsidiary, Select Income REIT, or SIR, was 79.9% as of June 30.

Generally, our CBD office properties, which represent 54% of our wholly-owned portfolio NOI continues to perform better than our suburban office properties. Also it’s important to note that the Metro Chicago market now represents the company’s largest market area with 12% of our consolidated NOI followed by the Metro Philadelphia market, which represents 11.1% of our consolidated NOI. And these two markets combined almost 90% of the NOI comes from downtown office properties.

Within our other market segment, the stronger leasing areas are Australia, Austin, Seattle, Pittsburg, Boston, and Northern California. These six market areas represent a combined almost 16% of our consolidated NOI. On a consolidated same-store basis, our occupancy declined 50 basis points to 83.9% and NOI declined by 1.4%.

The decline in same-store NOI primarily reflects the decline in occupancy in our suburban office portfolio as well as some expected declines in occupancy in our downtown Chicago, and Denver portfolios. Even through almost all of our Oahu, Hawaii holdings are owned by SIR, we own almost 70% of this company and we continue to share in growth from rents in the Oahu market.

During the quarter, we signed leases for 184,000 square feet in Oahu and the weighted average rental rates were 52% above prior rents for the same locations. Looking forward to the rest of 2012, we have 3.4 million square feet scheduled to expire. About two-thirds of this expiring square feet is located in our CBD office portfolio or our industrial and other portfolio, including our industrial lands in Oahu.

We feel confident that we can renew or lease the space in these properties at rental rates that are equal to or higher than the current employees rents. In July 2012, we declared a dividend of $0.50 per share, which represents 60% of our second quarter normalized FFO. During the quarter, we spent $27.5 million on recurring capital expenditures, which included tenant improvements, leasing costs and recurring building improvements. We generate $37.5 million of cash available for distribution or CAD during the second quarter, resulting in a rolling four quarter CAD payout ratio of about 108%.

The remaining one-third of our square feet scheduled to expire in 2012 is located in suburban office buildings, which we think can be renewed to at least the new tenants, but the cost to do so maybe high based on the current market environment.

For the year-end 2012, we’ve previously guided the market to an expected consolidated occupancy rate of around 85%, because of the generally weak leasing market conditions. Today our best guess is that occupancy will continue to trend slightly downward to the end of the year and we currently estimate that year-end occupancy will be around 84% for the company.

With the weak leasing market conditions, declining occupancy in a CAD payout ratio above 100%, many investors may question the security of the company’s dividend rate going forward. Obviously, the stock price for the company has indicated that the market anticipates a possible dividend reduction, because the dividend yield has been over 10% for almost a year.

Given all these dynamics and unless market conditions start improving meaningfully, it may become necessary for the Board of Trustees to adjust the dividend rate during the next couple of quarters in order to retain more cash flow as we increase occupancy at our properties in the future.

As most of you know, for the last few years, we have been aggressively repositioning CommonWealth’s portfolio into high value CBD office properties with a focus on top performing downtown assets and secondary markets and second-tier CBD assets in gateway city markets. We believe this repositioning into downtown office buildings has helped CommonWealth’s financial results this quarter and we think it positions the company well for the future.

Since announcing first quarter results on May 3, we have entered into two new agreements to purchase downtown office properties for a combined purchase price of $255.5 million, including the assumption of approximately $156.6 million of mortgage debt. In May 2012, we entered into an agreement to acquire an office property located in downtown Columbia, South Carolina with approximately 334,000 square feet for $60 million, including the assumption of approximately $41 million in mortgage debt. This property is 92% leased to 17 tenants for a weighted average lease term of 8.8 years.

Also in May, we entered into an agreement to acquire an office property located in downtown Indianapolis, Indiana, with approximately 1.1 million square feet for $195.5 million, including the assumption of approximately $116 million of mortgage debt. This property is 93% leased to 47 tenants for a weighted average lease term of 6.6 years. Of course, these pending acquisitions are subject to customer and closing conditions and no assurances can be given that they will occur.

During the quarter, we also closed on a previously reported acquisition of an office property located in Downtown Austin, Texas, with approximately 170,000 square feet for $49 million, including the assumption of approximately $29 million of mortgage debt. This property is 98% leased to eight tenants with a weighted average lease term of 3.9 years. The going in cap rate was 9.1% and the purchase price was well below replacement cost at $288 per square foot.

The Company continues to market for sales some of our weaker suburban office and industrial properties and during the quarter we completed the sale of two suburban office properties leasing about 90,000 square feet for $1.8 million and recognized combined gains of $350,000.

Finally, I want to point out that as of today we have unrestricted cash totaling approximately $60 million and nothing outstanding on our $750 million revolving credit facility. This liquidity provides us with more than adequate financial flexibility to fund any capital requirements in the future, including approximately $100 million of net cash required to close on the pending acquisitions.

I’ll now turn the call over to John Popeo, our CFO.

John Popeo

Thank you, Adam. Net income available for CommonWealth REIT common shareholders for the second quarter of 2012 was $2.2 million compared to $9.5 million for the second quarter of 2011. The decline reflects the formation of select income REIT in March 2012 and the issuance of Series E preferred shares in July 2011.

Rental income increased by 17.2%, reflecting rental income from properties acquired since April 2011 offset by the decline in occupancy and same-store revenue from our suburban office properties.

Property operating expenses increased by 19.3%, primarily reflecting property acquisitions and other expenses increased by 21.7% also reflecting property acquisitions. Current quarter EBITDA increased by 6.9%. Interest expense increased by 4.2% primarily reflecting mortgage debt we assumed with properties acquired over the past year. The $1.6 million loss on early extinguishment of debt during the quarter reflects the write-off of unamortized discounts and deferred financing fees associated with the repayment of $12.7 million of 6.06% mortgage debt in May 2012.

Our percentage share of GOV’s net income and normalized FFO for the second quarter totaled $2.7 million and $5.1 million respectively. We received over $4 million in GOV dividends during the second quarter of 2012. Income from discontinued operations in the prior year reflects operating results from properties sold in 2011. The increase in preferred distributions reflects distributions on $11 million of our 7.25% Series E preferred shares issued in June 2011.

Net income and normalized FFO attributable to the non-controlling interests in SIR totaled $4.5 million and $5.6 million respectively during the second quarter. As discussed on our prior call, on March 12, our former wholly owned subsidiary, Select Income REIT or SIR issued 9.2 million common shares as part of its IPO. Today, CommonWealth continues to own $22 million or 70.5% of SIR common shares. And because of our retained interest in SIR exceeds 50%, we continue to consolidate SIR’s financial position and results in our consolidated financial statements.

SIR own substantially all of CommonWealth’s commercial and industrial properties located in Oahu, Hawaii, as well as 25 suburban office and industrial properties located throughout the U.S. as of June 30.

Normalized diluted FFO available for CommonWealth REIT common shareholders was $0.83 per share for the second quarter of 2012 compared to $0.91 per share for the second quarter of 2011. Year-over-year per share results primarily reflect the issuance of new preferred and common shares in 2011 in the SIR IPO offset by property acquisitions.

Turning to the balance sheet, on June 30, 2012, we hold $139 million of unrestricted cash, reflecting excess proceeds from the SIR IPO. We used cash on hand at quarter end and borrowings on our revolving credit facility to redeem $191 million of our 6.5% senior notes on July 16. On July 25, we completed a $175 million offering of 30-year 5.75% senior notes. Net proceeds from this offering were used to repay amounts outstanding on our revolver and the balance was deposited in short-term investments.

Simultaneously, with the closing of the bond offering in late July, we issued notice to redeem all $150 million of our 7.125% Series C preferred shares around August 24. We expect to use cash on hand and borrowings on our revolver to redeem the Series C preferred shares in August.

Rents receivable includes approximately $207 million of accumulated straight line rent accruals as of June 30. Other assets improved approximately $142 million of capitalized leasing and financing costs. On June 30, we had $878 million of floating rate debt, including $321 million outstanding on SIR’s revolver, $777 million of mortgage debt and $2.1 billion of fixed rate senior unsecured notes outstanding. The weighted average contractual interest rate on all of our debt was around 5% at the end of the quarter and the weighted average maturity was around four years.

Our senior unsecured notes are rated Baa2 by Moody’s and BBB minus by Standard & Poor’s. The un-depreciated book value of our unencumbered property pool totaled about $7.5 billion at the end of the quarter. Our secured debt represents 10% of total assets and our floating rate debt represents 23% of total debt.

At the end of the quarter, our ratio of debt to book capitalization was 51%. Our EBITDA and fixed charge coverage ratios were 2.7 times and 2.1 times respectively. As of the end of the quarter, we were comfortably within the requirements of our public debt and revolver covenants.

In summary, despite a challenging market environment, we continue to make meaningful progress towards repositioning our portfolio to be more heavily weighted to high value CBD properties. With the strong balance sheet, $60 million of unrestricted cash and nothing drawn on our $750 million revolving credit facility as of today, we are positioned to grow cash flow as the economy improves.

That concludes our prepared remarks. Operator, we are now ready to take questions.

Question-and-Answer Session

Operator

(Operator Instructions) And we do have a question from John Guinee.

John Guinee – Stifel Nicolaus

Okay, thank you. Just a couple of cleanup questions. John Popeo, taxable income in 2011, what was it? What do you think it’s going to be in 2012 and what do you think it’s going to be in 2013, so we can get a sense on a new dividend?

John Popeo

Well, in 2011, I don’t have the statistics of the top off of my head, but I believe we had a fairly sizable return of capital. In 2012, it’s still little early to tell for sure, but I don’t think we have any material compliance issues, John, that would affect any decisions that we’re making here. And then in 2013, we have an idea of what direction certain segments of the portfolio are heading, but we are beginning the 2013 budgeting process and we’ll have a better handle on that maybe on the next quarter’s call.

John Guinee – Stifel Nicolaus

Okay. And then, the GlaxoSmithKline lease in Center City, Philadelphia, when does that – when is that lease to expiration?

John Popeo

It’s scheduled to expire by the end of the – right around the end of the first quarter of 2013.

John Guinee – Stifel Nicolaus

And what would be – is that 600,000 square feet at about $30 gross, is that a good assumption?

Adam Portnoy

That sounds reasonable, might be a little less than that, but yeah, it’s 600,000 square feet and we’re looking at a number of different options that are available to us right now. Clearly it’s looking like it would be very difficult to fill all 600,000 square feet with another single tenant user, but we are hopeful that we can attract a couple of large Class A tenants. Of course that’s going to require some significant renovations for this property. So if we do decide to go that road, it would likely require a major renovation, John. Another option available to us is considering whether we want to sell it or not.

John Guinee – Stifel Nicolaus

Okay, okay. And then, Adam, we’re both fiduciaries to shareholders and we’re both fiduciaries to investors, so don’t take this personally and take it constructively please. But when I talk to investors about CommonWealth, the investment strategy, the balance sheet, the operations, there’s just zero investor confidence out there. The term that most people use is uninvestable. And should the Board, who I think is also a fiduciary to the shareholders and fiduciary to the investors, sort of retool the entire operation?

Adam Portnoy

John, should the Board be retooling the entire operation? I don’t believe so. I believe that our strategy makes sense in terms of trying to migrate away from the suburban assets and into the CBD assets. I just think that this was a very large battleship that we are trying to move.

We got 54% of our portfolio basically moved in to the CBD office. Unfortunately we still have a large minority of properties in the suburban assets, suburban office assets, and unfortunately a good chunk of them are underperforming. I don’t think anyone is questioning our strategy. Unfortunately I just think we weren’t able to implement as much of it, as fast as we would have liked. So I don’t think there’s a sense at the Board level that our strategy needs to change, if that’s the question.

John Guinee – Stifel Nicolaus

Well, you’ve managed to lever yourselves up so much, and operations are so weak and investor confidence is just so low. It just appears to me as fiduciaries whether it’s RMR or the Board, I’m assuming the Board is independent of RMR, it has to essentially reflect on the last four or five years and say, we need to make some major changes. And I just wonder if that’s something that goes through the Board’s thinking right now.

Adam Portnoy

I think the Board, including myself, we understand that things have not gone as well as we would have liked in the operations of CommonWealth. I don’t think the operations have underperformed significantly many of our peers that are in the suburban space as well, but I can guarantee you, we think myself, RMR, management, the Board, there is a tremendous amount of energy and thought put around trying to improve the situation.

John Popeo

To give you an example, if you look at it, we cover about 25, 26 office industrial REITs, it’s a depreciating asset, it’s a declining value for both office and industrial in all the best locations. For example, the better or the more aggressive companies are selling on an annual basis at least 10% of their portfolio to retool them, and they really have the foresight to try to get out of these assets and get out of these markets which are just a continual drag. And that just has been totally void of the CommonWealth strategy.

Adam Portnoy

Well, we have sold assets – maybe the amount of assets we have sold has not pleased the market, but we have sold assets and we have tried to sell assets. I mean in 2011, I think everyone recognized we had about 30 assets that were for sale, we put them in discontinued ops, we had an active campaign and marketing to sell them, we just didn’t get the offers that made any sense to move forward with many of those assets.

So, there is no reluctance upon RMR management or the Board to sell assets. We have tried and I think we are making small progress in doing it, and I expect that we’ll have more progress in doing it. John made a point saying, when he was answering your question about GlaxoSmithKline, the building in Philadelphia, one of the options we’re seriously considering is whether or not it makes sense to sell that building.

John Guinee – Stifel Nicolaus

Great. Okay, thank you very much.

Adam Portnoy

Yeah.

Operator

(Operator Instructions) And our next question comes from Josh Attie. Please go ahead.

Michael Bilerman – Citigroup

Good afternoon. It’s actually Michael Bilerman. I guess Adam; I’m trying to put everything into perspective. You had no problem buying assets and paying the highest price, both within CommonWealth, but if you think about any spun-offs here, which you just have 75% of, and quickly that entity has bought another $160 million of suburban asset, so I guess I find it a little bit hard to grasp what appears just to be an asset gathering strategy for RMR between all those entities and ultimately trying to get the shareholder return.

And I would have thought that looking at the performance of CommonWealth would have given you some pause in ramping leverage further. And I can understand that you do have the line of credit and you have capacity but that’s not a permanent solution for capital that you would have held off a little bit in terms of the acquisitions before that you could make meaningful dents on the disposition side?

Adam Portnoy

Well, keep in mind, Michael, that we also have significant ownership interest as you know in SIRs, you mentioned as well as GOV’s. There are other avenues for the company to raise money and de-lever besides doing capital markets activities. Our acquisition activities have – I mean yes, we have two buildings under agreement now.

Michael Bilerman – Citigroup

It’s $8 million. You have purchased $710 million in the first half of the year? That math doesn’t jive.

Adam Portnoy

As I said, we have two buildings in agreement now to acquire as I was going to say, but we have – as you pointed out we do have tremendous liquidity and the type of buildings we’re are trying to buy again trying to reposition and get better results out of the portfolio. If you look at our portfolio, the different segments, clearly the stuff we’ve been buying and the stuff that we have bought over the last – this year and the stuff that we have bought over the last few years have far outperformed some of the legacy assets that we’ve held.

And I know it’s not a great selling story to say, well, it would have been worse if we hadn’t bought the stuff. But that’s kind of the precision we’re in and what I’m trying just to point out is that, it would have been a lot – our results as – maybe as much as it bothers everybody and bothers us a lot with our results, it would have been worse if we had repositioned the portfolio and bought some of these CBD downtown office towers.

These are the buildings where we can raise rates. These are the buildings where we have – we always can keep high occupancy in them. These are the buildings that people are always migrating. Whatever sort of cycle you are in they always seem to do well. So, I know it’s not – it’s never a great selling strategy to say that we would have been worse if I hadn’t done X. But the truth is, it would have been worse if we had done a lot of the things we did in the first six months of this year or the last few years.

Michael Bilerman – Citigroup

But how do you think about the buy assets you need to fund it, right, and so you got to think about your cost and that availability of capital. Leverage has gone up, it’s pure math. Your leverage is higher today than it was a few years ago, your cost of equity obviously is very high, which is why you’ve done more of the spin-offs to take off pieces where you could raise capital off pieces of the CommonWealth portfolio. I’m just curious, I can understand your point of, I’d rather buy a good CBD asset which is well leased but that comes at a cost from the capital to buy it.

Adam Portnoy

No, I understand it, Michael, but also I know you’re harping that our leverage has gone up, yes, it’s gone up but remember, we have only $8 billion of assets and the vast majority of them are unencumbered. All of our leverage ratios in our conversation with the rating agencies, we’re comfortable. Maybe we are investment grade rated. I don’t think we are in alarming levels of leverage at this point. I agree with you, there is a point at which you keep executing on the strategy, because leverage gets too high. I don’t think we’re there yet. We might be approaching it, but we’re not in a dangerous position with our leverage today.

Michael Bilerman – Citigroup

How much assets are you looking to sell? I mean, what do you have on the market?

Adam Portnoy

We have, I would describe as several hundred million dollars, but I’m not sure all of it’s going to sell. I’m not sure that we’re going to be happy with the prices we get.

Michael Bilerman – Citigroup

In terms of dividend, I think, for sometime people have looked at it, saying it’s too high, it’s not covered. I think as of last call you defended it pretty strongly. What changed in the last three months?

Adam Portnoy

Last three months, the operating results and the results from the field and seeing what happened with leasing and just the sentiment that you’re hearing in the market and also the amount of showings we are having – just leasing activity. I mean, we were really – last quarter we felt better that things were going in a good direction, especially in the spring.

And as we’ve gotten through the summer, it’s – we don’t know whether or not this is just a summer slowdown in activity or whether there is something bigger going on in the marketplace. That’s why we have started to get a little bit more concerned, because if the operations don’t start to turn around, which is largely being driven by what’s going on in the economy. Then that has an effect on our cash flow and our occupancy.

And as I said in my prepared remarks, if occupancy is trending down and CAD is over 100%, that is not a good combination and that requires us to think long and hard about this dividend and its current levels make sense or should we be thinking about trying to retain more cash flow, so we can lease up the portfolio in what looks to be a prolonged difficult period in the office leasing market.

Josh Attie – Citigroup

Adam, this is Josh. Can you give us an update on the Australian portfolio, the industrial assets, are those assets that I think you were looking to sell at one point, are you still looking to sell them and if not what’s the strategy for that part of the business?

Adam Portnoy

The long-term strategy, it’s up for debate. The medium-term strategy is that portfolio that we bought it was 90% leased, now it’s 98% leased. We’re actually seeing great lease roll ups and renewals, we’ve even leased, as I said, about 8% of the portfolio that was vacant. So we’re actually seeing some pretty good just core results out of it.

So we’re quite pleased with that portfolio. We thought about selling it. The answer was, we didn’t get offers that we found compelling enough to execute or go forward with them. We did explore with the markets selling them, but when we got the offers, we decided that given the rental rates and the increased occupancy we were getting over the short to medium-term, it made more sense to hold them. Long-term, it’s a question whether or not we eventually sell those properties, spin them out or retain them in CommonWealth because of the increased cash flow we’re getting out of them.

Josh Attie – Citigroup

Is that an area where you consider doing more acquisitions in the near-term?

Adam Portnoy

We would – I’m not sure we’re looking at many acquisitions. Our acquisition activity is very, very select at CommonWealth, very, very laser focused and the short answer is yes. We will look at acquisitions in Australia, but I think overriding all that is the idea that I’m not sure we are doing a lot more acquisitions at CommonWealth in the near-term, full stop. Just because of what I said about what we may need to do with the dividend.

Josh Attie – Citigroup

And just lastly, can you just talk about the decision to pay down the preferred with debt. Do you want to reduce the amount of preferred in your capital stack or is this just a temporary reduction?

John Popeo

Josh, this is John. It really just came down to simple math, I mean raising debt at 5.75% paying off preferred shares at 7.125%.

Adam Portnoy

It’s a 30-year paper. It was a 30-year paper with five year non-call and the rating agencies they really – with our company, it’s not the leverage that they’re focused on as much as our fixed charge coverage ratio. And so this did a lot to help our fixed charge coverage ratio.

Josh Attie – Citigroup

Okay. Thank you.

Adam Portnoy

Yeah.

Operator

Thank you. And we do not have any further questions. I would like to turn the conference over to Adam Portnoy.

Adam Portnoy

Thank you all for joining us on our second quarter conference call. We look forward to seeing many of you at the Bank of America Global Real Estate Conference in New York City in September. Thank you.

Operator

And that does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect.

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