0000803649false00008036492023-10-302023-10-300000803649dei:FormerAddressMember2023-10-302023-10-300000803649us-gaap:CommonClassAMember2023-10-302023-10-300000803649us-gaap:SeriesDPreferredStockMember2023-10-302023-10-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported): October 30, 2023

EQUITY COMMONWEALTH
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation)
1-931704-6558834
(Commission File Number)(IRS Employer Identification No.)
Two North Riverside Plaza, Suite 2000, Chicago, IL

60606
(Address of principal executive offices)(Zip Code)
(312) 646-2800
(Registrant’s telephone number, including area code)
Two North Riverside Plaza, Suite 2100
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title Of Each ClassTrading SymbolName of Each Exchange On Which Registered
Common Shares of Beneficial InterestEQCNew York Stock Exchange
6.50% Series D Cumulative Convertible Preferred Shares of Beneficial InterestEQCpDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 2.02. Results of Operations and Financial Condition.
On October 30, 2023, Equity Commonwealth, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter ended September 30, 2023, and also provided certain supplemental operating and financial information for the quarter ended September 30, 2023.  Copies of the Company’s press release and supplemental operating and financial information are furnished as Exhibits 99.1 and 99.2 hereto, respectively.
Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits
99.1
99.2
104The cover page from this Current Report on form 8-K, formatted in Inline XBRL.

2




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EQUITY COMMONWEALTH
By:/s/ William H. Griffiths
Name:William H. Griffiths
Title:Executive Vice President, Chief
Financial Officer and Treasurer
Date: October 30, 2023


Exhibit 99.1
image1.jpg
Two North Riverside Plaza, Suite 2000, Chicago, Illinois 60606

Equity Commonwealth Reports Third Quarter 2023 Results
Chicago October 30, 2023 - Equity Commonwealth (NYSE: EQC) today reported financial results for the quarter ended September 30, 2023.

Financial results for the quarter ended September 30, 2023
Net income attributable to common shareholders was $24.1 million, or $0.22 per diluted share, for the quarter ended September 30, 2023. This compares to net income attributable to common shareholders of $10.2 million, or $0.09 per diluted share, for the quarter ended September 30, 2022. The increase in net income was primarily due to an increase in interest income from higher average interest rates.

Funds from Operations, or FFO, as defined by the National Association of Real Estate Investment Trusts, for the quarter ended September 30, 2023, were $28.7 million, or $0.26 per diluted share. This compares to FFO for the quarter ended September 30, 2022 of $14.5 million, or $0.13 per diluted share. The following items impacted FFO for the quarter ended September 30, 2023, compared to the corresponding 2022 period:
$0.13 per diluted share increase in interest and other income, net; and
$(0.01) per diluted share decrease in same property NOI.

Normalized FFO was $28.6 million, or $0.26 per diluted share, for the quarter ended September 30, 2023. This compares to Normalized FFO for the quarter ended September 30, 2022 of $14.5 million, or $0.13 per diluted share. The following items impacted Normalized FFO for the quarter ended September 30, 2023, compared to the corresponding 2022 period:
$0.13 per diluted share increase in interest and other income, net; and
$(0.01) per diluted share decrease in same property NOI.

Normalized FFO begins with FFO and eliminates certain items that, by their nature, are not comparable from period to period, non-cash items, and items that obscure the companys operating performance. Definitions of FFO, Normalized FFO and reconciliations to net income, determined in accordance with U.S. generally accepted accounting principles, or GAAP, are included at the end of this press release.

As of September 30, 2023, the company’s cash and cash equivalents balance was $2.1 billion.

Same property results for the quarter ended September 30, 2023
The companys same property portfolio at the end of the quarter consisted of 4 properties totaling 1.5 million square feet. Operating results were as follows:
The same property portfolio was 80.8% leased as of September 30, 2023, compared to 82.0% as of June 30, 2023, and 83.4% as of September 30, 2022.
The same property portfolio commenced occupancy was 79.9% as of September 30, 2023, compared to 78.2% as of June 30, 2023, and 80.8% as of September 30, 2022.
Same property NOI decreased 6.8% when compared to the same period in 2022, primarily due to a decrease in commenced occupancy and an increase in pre-leasing demolition costs.
Same property cash NOI decreased 6.6% when compared to the same period in 2022, primarily due to a decrease in commenced occupancy and an increase in pre-leasing demolition costs.
1


The company entered into leases for approximately 54,000 square feet, including renewal leases for approximately 39,000 square feet and new leases for approximately 15,000 square feet.
The GAAP rental rate on new and renewal leases was 6.0% higher compared to the prior GAAP rental rate for the same space.
The cash rental rate on new and renewal leases was 1.8% lower compared to the prior cash rental rate for the same space.

The definitions and reconciliations of same property NOI and same property cash NOI to net income, determined in accordance with GAAP, are included at the end of this press release. The same property portfolio at the end of the quarter included properties continuously owned from July 1, 2022 through September 30, 2023.

Significant events during the quarter ended September 30, 2023
During the quarter ended September 30, 2023, the company repurchased 3,018,411 of its common shares at a weighted average price of $18.78 for a total investment of $56.7 million. The company has $93.3 million of remaining authorization available under its share repurchase program, as of October 24, 2023.

Earnings Conference Call & Supplemental Operating and Financial Information
Equity Commonwealth will host a conference call to discuss third quarter results on Tuesday, October 31, 2023, at 9:00 A.M. CT. The conference call will be available via live audio webcast on the Investor Relations section of the companys website (www.eqcre.com). A replay of the audio webcast will also be available following the call.

A copy of EQCs Third Quarter 2023 Supplemental Operating and Financial Information is available in the Investor Relations section of EQCs website at www.eqcre.com.

About Equity Commonwealth
Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties in the United States. EQC’s portfolio is comprised of four properties totaling 1.5 million square feet.

Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.

Forward-Looking Statements
Some of the statements contained in this press release constitute forward-looking statements within the meaning of the federal securities laws. Any forward-looking statements contained in this press release are intended to be made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. You can identify forward-looking statements by the use of forward-looking terminology, including but not limited to, “may,” “will,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

The forward-looking statements contained in this press release reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking
2


statements, see the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q.


Contact:
Bill Griffiths
(312) 646-2801
ir@eqcre.com













3

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except share data)

September 30, 2023December 31, 2022
ASSETS
Real estate properties:
Land$44,060 $44,060 
Buildings and improvements366,908 364,063 
410,968 408,123 
Accumulated depreciation(178,201)(169,530)
232,767 238,593 
Cash and cash equivalents2,127,788 2,582,222 
Rents receivable15,174 16,009 
Other assets, net18,057 18,061 
Total assets$2,393,786 $2,854,885 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$23,027 $25,935 
Rent collected in advance2,133 2,355 
Distributions payable6,390 2,863 
Total liabilities$31,550 $31,153 
Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value: 50,000,000 shares authorized;
Series D preferred shares; 6.50% cumulative convertible; 4,915,196 shares issued and outstanding, aggregate liquidation preference of $122,880$119,263 $119,263 
Common shares of beneficial interest, $0.01 par value: 350,000,000 shares authorized; 106,712,046 and 109,428,252 shares issued and outstanding, respectively
1,067 1,094 
Additional paid in capital3,930,372 3,979,566 
Cumulative net income3,900,430 3,835,815 
Cumulative common distributions(4,865,190)(4,393,522)
Cumulative preferred distributions(731,679)(725,688)
Total shareholders’ equity2,354,263 2,816,528 
Noncontrolling interest7,973 7,204 
Total equity$2,362,236 $2,823,732 
Total liabilities and equity$2,393,786 $2,854,885 

4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)


Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Revenues:
Rental revenue$13,928 $13,869 $41,512 $44,135 
Other revenue (1)
1,284 1,257 3,866 3,218 
Total revenues$15,212 $15,126 $45,378 $47,353 
Expenses:
Operating expenses$6,722 $6,073 $20,920 $17,198 
Depreciation and amortization4,436 4,451 13,260 13,176 
General and administrative7,061 7,593 29,470 23,241 
Total expenses$18,219 $18,117 $63,650 $53,615 
Interest and other income, net29,269 15,145 84,997 22,682 
Gain on sale of properties, net— 90 — 90 
Income before income taxes26,262 12,244 66,725 16,510 
Income tax expense(30)(23)(1,906)(81)
Net income$26,232 $12,221 $64,819 $16,429 
Net income attributable to noncontrolling interest(86)(31)(204)(41)
Net income attributable to Equity Commonwealth$26,146 $12,190 $64,615 $16,388 
Preferred distributions(1,997)(1,997)(5,991)(5,991)
Net income attributable to Equity Commonwealth common shareholders$24,149 $10,193 $58,624 $10,397 
Weighted average common shares outstanding — basic (2)
108,931 111,305 109,494 112,341 
Weighted average common shares outstanding — diluted (2)(3)
110,217 112,596 110,916 113,383 
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic$0.22 $0.09 $0.54 $0.09 
Diluted$0.22 $0.09 $0.53 $0.09 
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
(2)Weighted average common shares outstanding for the three months ended September 30, 2023 and 2022 includes 131 and 86 unvested, earned RSUs, respectively. Weighted average common shares outstanding for the nine months ended September 30, 2023 and 2022 includes 125 and 111 unvested, earned RSUs, respectively.
(3)
As of September 30, 2023, we had 4,915 series D preferred shares outstanding. The series D preferred shares were convertible into 4,032 common shares as of September 30, 2023 and 3,365 common shares as of September 30, 2022. The series D preferred shares are anti-dilutive for GAAP EPS for all periods presented.

5

CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands, except per share data)

Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Calculation of FFO
Net income$26,232 $12,221 $64,819 $16,429 
Real estate depreciation and amortization4,429 4,412 13,231 13,058 
Gain on sale of properties, net— (90)— (90)
FFO attributable to Equity Commonwealth30,661 16,543 78,050 29,397 
Preferred distributions(1,997)(1,997)(5,991)(5,991)
FFO attributable to EQC common shareholders and unitholders$28,664 $14,546 $72,059 $23,406 
Calculation of Normalized FFO
FFO attributable to EQC common shareholders and unitholders$28,664 $14,546 $72,059 $23,406 
Straight-line rent adjustments(107)(61)445 (151)
Former chairman accelerated compensation expense— — 5,957 — 
Normalized FFO attributable to EQC common shareholders and unitholders
$28,557 $14,485 $78,461 $23,255 
Weighted average common shares and units outstanding — basic (1)
109,292 111,585 109,842 112,616 
Weighted average common shares and units outstanding — diluted (1)
110,578 112,876 111,264 113,658 
FFO attributable to EQC common shareholders and unitholders per share and unit — basic
$0.26 $0.13 $0.66 $0.21 
FFO attributable to EQC common shareholders and unitholders per share and unit — diluted
$0.26 $0.13 $0.65 $0.21 
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit — basic
$0.26 $0.13 $0.71 $0.21 
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit — diluted
$0.26 $0.13 $0.71 $0.20 
(1)
Our calculations of FFO and Normalized FFO attributable to EQC common shareholders and unitholders per share and unit - basic for the three months ended September 30, 2023 and 2022 include 361 and 280 LTIP/Operating Partnership Units, respectively, that are excluded from the calculation of basic earnings per common share attributable to EQC common shareholders (only). Our calculations of FFO and Normalized FFO attributable to EQC common shareholders and unitholders per share and unit - basic for the nine months ended September 30, 2023 and 2022 include 348 and 275 LTIP/Operating Partnership Units, respectively, that are excluded from the calculation of basic earnings per common share attributable to EQC common shareholders (only).




6


We compute FFO in accordance with standards established by Nareit. Nareit defines FFO as net income (loss), calculated in accordance with GAAP, excluding real estate depreciation and amortization, gains (or losses) from sales of depreciable property, impairment of depreciable real estate and our portion of these items related to equity investees and noncontrolling interests.  Our calculation of Normalized FFO differs from Nareit’s definition of FFO because we exclude certain items that we view as nonrecurring or impacting comparability from period to period.  FFO and Normalized FFO are supplemental non-GAAP financial measures. We consider FFO and Normalized FFO to be appropriate measures of operating performance for a REIT, along with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities.
We believe that FFO and Normalized FFO provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO and Normalized FFO may facilitate a comparison of our operating performance between periods and with other REITs.  FFO and Normalized FFO do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income (loss), net income (loss) attributable to EQC common shareholders or cash flow from operating activities, determined in accordance with GAAP, or as indicators of our financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs.  These measures should be considered in conjunction with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities as presented in our condensed consolidated statements of operations and condensed consolidated statements of cash flows.  Other REITs and real estate companies may calculate FFO and Normalized FFO differently than we do.



7

CALCULATION OF SAME PROPERTY NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in thousands)

For the Three Months Ended
9/30/20236/30/20233/31/202312/31/20229/30/2022
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$13,928 $13,358 $14,226 $14,628 $13,869 
Other revenue (1)
1,284 1,232 1,350 1,159 1,257 
Operating expenses(6,722)(6,942)(7,256)(6,986)(6,073)
NOI$8,490 $7,648 $8,320 $8,801 $9,053 
Straight-line rent adjustments(107)273 279 389 (61)
Lease termination fees(173)(33)(177)(743)(259)
Cash Basis NOI$8,210 $7,888 $8,422 $8,447 $8,733 
Cash Basis NOI from non-same properties (2)
(5)(4)(4)14 48 
Same Property Cash Basis NOI$8,205 $7,884 $8,418 $8,461 $8,781 
Non-cash rental income and lease termination fees from same properties280 (240)(102)354 320 
Same Property NOI$8,485 $7,644 $8,316 $8,815 $9,101 
Reconciliation of Same Property NOI to GAAP Net Income:
Same Property NOI$8,485 $7,644 $8,316 $8,815 $9,101 
Non-cash rental income and lease termination fees from same properties(280)240 102 (354)(320)
Same Property Cash Basis NOI$8,205 $7,884 $8,418 $8,461 $8,781 
Cash Basis NOI from non-same properties (2)
(14)(48)
Cash Basis NOI$8,210 $7,888 $8,422 $8,447 $8,733 
Straight-line rent adjustments107 (273)(279)(389)61 
Lease termination fees173 33 177 743 259 
NOI$8,490 $7,648 $8,320 $8,801 $9,053 
Depreciation and amortization(4,436)(4,514)(4,310)(4,634)(4,451)
General and administrative(7,061)(13,854)(8,555)(7,137)(7,593)
Interest and other income, net29,269 27,352 28,376 24,263 15,145 
Gain on sale of properties, net— — — 90 
Income before income taxes$26,262 $16,632 $23,831 $21,300 $12,244 
Income tax expense(30)(796)(1,080)(372)(23)
Net income$26,232 $15,836 $22,751 $20,928 $12,221 
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
(2)Cash Basis NOI from non-same properties for all periods presented includes the operations of disposed properties.


8

CALCULATION OF SAME PROPERTY NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in thousands)

For the Nine Months Ended September 30,
20232022
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$41,512 $44,135 
Other revenue (1)
3,866 3,218 
Operating expenses(20,920)(17,198)
NOI$24,458 $30,155 
Straight-line rent adjustments445 (151)
Lease termination fees(383)(761)
Cash Basis NOI$24,520 $29,243 
Cash Basis NOI from non-same properties (2)
(13)(1,624)
Same Property Cash Basis NOI$24,507 $27,619 
Non-cash rental income and lease termination fees from same properties(62)912 
Same Property NOI$24,445 $28,531 
Reconciliation of Same Property NOI to GAAP Net Income:
Same Property NOI$24,445 $28,531 
Non-cash rental income and lease termination fees from same properties62 (912)
Same Property Cash Basis NOI$24,507 $27,619 
Cash Basis NOI from non-same properties (2)
13 1,624 
Cash Basis NOI$24,520 $29,243 
Straight-line rent adjustments(445)151 
Lease termination fees383 761 
NOI$24,458 $30,155 
Depreciation and amortization(13,260)(13,176)
General and administrative(29,470)(23,241)
Interest and other income, net84,997 22,682 
Gain on sale of properties, net— 90 
Income before income taxes$66,725 $16,510 
Income tax expense(1,906)(81)
Net income$64,819 $16,429 
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
(2)Cash Basis NOI from non-same properties for all periods presented includes the operations of disposed properties.




9


NOI is income from our real estate including lease termination fees received from tenants less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions and corporate level expenses. Cash Basis NOI is NOI excluding the effects of straight-line rent adjustments, lease value amortization and lease termination fees. The quarter-to-date same property versions of these measures include the results of properties continuously owned from July 1, 2022 through September 30, 2023. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 2022 through September 30, 2023.Properties classified as held for sale within our condensed consolidated balance sheets are excluded from the same property versions of these measures.
We consider these supplemental non-GAAP financial measures to be appropriate supplemental measures to net income (loss) because they may help to understand the operations of our properties. We use these measures internally to evaluate property level performance, and we believe that they provide useful information to investors regarding our results of operations because they reflect only those income and expense items that are incurred at the property level and may facilitate comparisons of our operating performance between periods and with other REITs. Cash Basis NOI is among the factors considered with respect to acquisition, disposition and financing decisions. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss), net income (loss) attributable to Equity Commonwealth common shareholders or cash flow from operating activities, determined in accordance with GAAP, or as indicators of our financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. These measures should be considered in conjunction with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities as presented in our condensed consolidated statements of operations and condensed consolidated statements of cash flows. Other REITs and real estate companies may calculate these measures differently than we do.

10
Exhibit 99.2



eqcsitebannerfebruary2020.jpg

Equity Commonwealth
Supplemental Operating
and Financial Information

Third Quarter 2023

image2.jpg



Corporate HeadquartersInvestor Relations
Two North Riverside Plaza(312) 646-2801
Suite 2000ir@eqcre.com
Chicago, IL 60606www.eqcre.com
(312) 646-2800




TABLE OF CONTENTS
Corporate Information
Company Profile and Investor Information
Financial Information
Key Financial Data
Condensed Consolidated Balance Sheets
Additional Balance Sheet Information
Condensed Consolidated Statements of Operations
Calculation of Same Property Net Operating Income (NOI) and Same Property Cash Basis NOI
Same Property Results of Operations
Calculation of EBITDA, EBITDAre, and Adjusted EBITDAre
Calculation of Funds from Operations (FFO) and Normalized FFO
Portfolio Information
Property Detail
Leasing Summary
Capital Summary - Expenditures & Same Property Leasing Commitments
Tenants Representing 2.5% or More of Annualized Rental Revenue
Same Property Lease Expiration Schedule
Additional Support
Common & Potential Common Shares
Definitions
Forward-Looking Statements
Some of the statements contained in this presentation constitute forward-looking statements within the meaning of the federal securities laws including, but not limited to, statements pertaining to our capital resources, portfolio performance, lease expirations schedules, results of operations or anticipated market conditions, including statements regarding the overall impact of COVID-19 and other external factors on the foregoing. Any forward-looking statements contained in this presentation are intended to be made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. You can identify forward-looking statements by the use of forward-looking terminology, including but not limited to, “may,” “will,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Any forward-looking statements contained in this presentation reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q.
Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.eqcre.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.

2


COMPANY PROFILE AND INVESTOR INFORMATION
Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties in the United States.
Same Property Statistics
No. of
 PropertiesSq. Feet% Leased% Commenced
41,520,94480.8%79.9%
 NYSE Trading Symbols
 Common Stock: EQC
 Preferred Stock Series D: EQCpD
Board of Trustees
David Helfand (Chair)Peter Linneman (Lead Independent Trustee)James A. Star
Ellen-Blair ChubeMary Jane Robertson
Martin L. EdelmanGerald A. Spector
Senior Management
David A. HelfandDavid S. Weinberg
President and Chief Executive OfficerExecutive Vice President and
Chief Operating Officer
William H. GriffithsOrrin S. Shifrin
Executive Vice President,Executive Vice President,
Chief Financial Officer and TreasurerGeneral Counsel and Secretary
Equity Research Coverage (1)
Bank of America / Merrill LynchCamille Bonnel(646) 855-5042camille.bonnel@bofa.com
CitigroupNicholas Joseph(212) 816-1909nicholas.joseph@citi.com
Green Street AdvisorsDaniel Ismail(949) 640-8780dismail@greenstreetadvisors.com




Certain terms are defined in the definitions section of this document. All financial data included herein is unaudited.
(1)Any opinions, estimates or forecasts regarding EQC's performance made by these analysts do not represent opinions, forecasts or predictions of EQC or its management. EQC does not by its reference to the analysts above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts.

3


KEY FINANCIAL DATA
(Unaudited, amounts in thousands, except per share data)
As of and for the Three Months Ended
9/30/20236/30/20233/31/202312/31/20229/30/2022
OPERATING INFORMATION
Ending property count
Ending square footage (1)
1,521 1,521 1,507 1,507 1,507 
Percent leased
80.8 %82.0 %81.6 %82.8 %83.4 %
Percent commenced
79.9 %78.2 %77.0 %78.7 %80.8 %
Net income attributable to EQC common shareholders
$24,149 $13,787 $20,688 $18,878 $10,193 
Adjusted EBITDAre (2)
30,698 27,103 28,141 25,927 16,605 
SAME PROPERTY OPERATING INFORMATION
Ending square footage (1)
1,521 1,521 1,507 1,507 1,507 
Percent leased80.8 %82.0 %81.6 %82.8 %83.4 %
Percent commenced79.9 %78.2 %77.0 %78.7 %80.8 %
Same Property NOI (2)
$8,485 $7,644 $8,316 $8,815 $9,101 
Same Property Cash Basis NOI (2)
8,205 7,884 8,418 8,461 8,781 
Same Property NOI margin55.8 %52.4 %53.4 %55.8 %60.2 %
Same Property Cash Basis NOI margin55.0 %53.2 %53.7 %54.8 %59.3 %
SHARES OUTSTANDING AND PER SHARE DATA(3)
Shares Outstanding at End of Period
Common shares outstanding
106,712 109,730 109,702 109,428 110,652 
Dilutive restricted share units (RSUs), Operating Partnership Units, and LTIP Units (3)
1,779 1,891 2,068 1,842 1,657 
Preferred shares outstanding (4)
4,915 4,915 4,915 4,915 4,915 
Weighted Average Shares Outstanding - GAAP
Basic (5)
108,931 109,839 109,720 109,695 111,305 
Diluted (5)
110,217 111,237 111,300 111,171 112,596 
Distributions Declared Per Common Share$— $— $4.25 $— $1.00 
BALANCE SHEET
Total assets$2,393,786 $2,421,843 $2,399,324 $2,854,885 $2,968,520 
Total liabilities31,550 30,016 30,252 31,153 137,925 
MARKET CAPITALIZATION
Market value of preferred shares
$122,929 $124,846 $122,831 $123,126 $128,631 
Market value of diluted common shares
1,992,980 2,261,441 2,314,757 2,778,412 2,735,847 
Total market capitalization$2,115,909 $2,386,287 $2,437,588 $2,901,538 $2,864,478 
(1)Changes in total square footage result from remeasurement.
(2)Non-GAAP financial measures are defined and reconciled to the most directly comparable GAAP measure herein.
(3)Restricted share units (RSUs) and LTIP Units are equity awards that contain both service and market-based vesting components. Refer to the schedule of Common & Potential Common Shares for information regarding RSUs and LTIP Units and their impact on weighted average shares outstanding.
(4)
As of September 30, 2023, we had 4,915 series D preferred shares outstanding that were convertible into 4,032 common shares. The series D preferred shares are anti-dilutive for GAAP EPS for all periods presented. Refer to the schedule of Common & Potential Common Shares for information regarding the series D preferred shares and their impact on diluted weighted average shares outstanding for EPS, FFO per share and Normalized FFO per share.
(5)Refer to the schedule of Common & Potential Common Shares for information regarding the components of our weighted average common shares outstanding.

4


CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, amounts in thousands, except share data)
September 30, 2023December 31, 2022
ASSETS
Real estate properties:
Land$44,060 $44,060 
Buildings and improvements366,908 364,063 
410,968 408,123 
Accumulated depreciation(178,201)(169,530)
232,767 238,593 
Cash and cash equivalents2,127,788 2,582,222 
Rents receivable15,174 16,009 
Other assets, net18,057 18,061 
Total assets$2,393,786 $2,854,885 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$23,027 $25,935 
Rent collected in advance2,133 2,355 
Distributions payable6,390 2,863 
Total liabilities$31,550 $31,153 
Shareholders’ equity:
Preferred shares of beneficial interest, $0.01 par value: 50,000,000 shares authorized;
Series D preferred shares; 6.50% cumulative convertible; 4,915,196 shares issued and outstanding, aggregate liquidation preference of $122,880$119,263 $119,263 
Common shares of beneficial interest, $0.01 par value: 350,000,000 shares authorized; 106,712,046 and 109,428,252 shares issued and outstanding, respectively
1,067 1,094 
Additional paid in capital3,930,372 3,979,566 
Cumulative net income3,900,430 3,835,815 
Cumulative common distributions(4,865,190)(4,393,522)
Cumulative preferred distributions(731,679)(725,688)
Total shareholders’ equity2,354,263 2,816,528 
Noncontrolling interest7,973 7,204 
Total equity$2,362,236 $2,823,732 
Total liabilities and equity$2,393,786 $2,854,885 

5


ADDITIONAL BALANCE SHEET INFORMATION
(Unaudited, amounts in thousands)
September 30, 2023December 31, 2022
Additional Balance Sheet Information
Straight-line rents receivable$14,457 $14,901 
Accounts receivable717 1,108 
Rents receivable$15,174 $16,009 
Capitalized lease incentives, net$1,231 $1,479 
Deferred leasing costs, net11,287 10,714 
Other5,539 5,868 
Other assets, net$18,057 $18,061 
Accounts payable$2,302 $2,884 
Accrued taxes7,474 10,948 
Accrued capital expenditures1,819 934 
Accrued leasing costs850 389 
Security deposits2,474 2,652 
Other accrued liabilities8,108 8,128 
Accounts payable, accrued expenses and other$23,027 $25,935 

6


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Revenues:
Rental revenue$13,928 $13,869 $41,512 $44,135 
Other revenue (1)
1,284 1,257 3,866 3,218 
Total revenues$15,212 $15,126 $45,378 $47,353 
Expenses:
Operating expenses$6,722 $6,073 $20,920 $17,198 
Depreciation and amortization4,436 4,451 13,260 13,176 
General and administrative7,061 7,593 29,470 23,241 
Total expenses$18,219 $18,117 $63,650 $53,615 
Interest and other income, net29,269 15,145 84,997 22,682 
Gain on sale of properties, net— 90 — 90 
Income before income taxes26,262 12,244 66,725 16,510 
Income tax expense(30)(23)(1,906)(81)
Net income$26,232 $12,221 $64,819 $16,429 
Net income attributable to noncontrolling interest(86)(31)(204)(41)
Net income attributable to Equity Commonwealth$26,146 $12,190 $64,615 $16,388 
Preferred distributions
(1,997)(1,997)(5,991)(5,991)
Net income attributable to Equity Commonwealth common shareholders$24,149 $10,193 $58,624 $10,397 
Weighted average common shares outstanding — basic (2)
108,931 111,305 109,494 112,341 
Weighted average common shares outstanding — diluted (2)
110,217 112,596 110,916 113,383 
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic$0.22 $0.09 $0.54 $0.09 
Diluted$0.22 $0.09 $0.53 $0.09 
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
(2)Refer to the schedule of Common & Potential Common Shares for information regarding the components of our weighted average common shares outstanding.

7


CALCULATION OF SAME PROPERTY NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in thousands)
For the Three Months Ended
9/30/20236/30/20233/31/202312/31/20229/30/2022
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$13,928 $13,358 $14,226 $14,628 $13,869 
Other revenue (1)
1,284 1,232 1,350 1,159 1,257 
Operating expenses(6,722)(6,942)(7,256)(6,986)(6,073)
NOI$8,490 $7,648 $8,320 $8,801 $9,053 
Straight-line rent adjustments(107)273 279 389 (61)
Lease termination fees(173)(33)(177)(743)(259)
Cash Basis NOI$8,210 $7,888 $8,422 $8,447 $8,733 
Cash Basis NOI from non-same properties (2)
(5)(4)(4)14 48 
Same Property Cash Basis NOI$8,205 $7,884 $8,418 $8,461 $8,781 
Non-cash rental income and lease termination fees from same properties
280 (240)(102)354 320 
Same Property NOI$8,485 $7,644 $8,316 $8,815 $9,101 
Reconciliation of Same Property NOI to GAAP Net Income:
Same Property NOI$8,485 $7,644 $8,316 $8,815 $9,101 
Non-cash rental income and lease termination fees from same properties
(280)240 102 (354)(320)
Same Property Cash Basis NOI$8,205 $7,884 $8,418 $8,461 $8,781 
Cash Basis NOI from non-same properties (2)
(14)(48)
Cash Basis NOI$8,210 $7,888 $8,422 $8,447 $8,733 
Straight-line rent adjustments107 (273)(279)(389)61 
Lease termination fees173 33 177 743 259 
NOI$8,490 $7,648 $8,320 $8,801 $9,053 
Depreciation and amortization(4,436)(4,514)(4,310)(4,634)(4,451)
General and administrative(7,061)(13,854)(8,555)(7,137)(7,593)
Interest and other income, net29,269 27,352 28,376 24,263 15,145 
Gain on sale of properties, net— — — 90 
Income before income taxes$26,262 $16,632 $23,831 $21,300 $12,244 
Income tax expense(30)(796)(1,080)(372)(23)
Net income$26,232 $15,836 $22,751 $20,928 $12,221 
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
(2)Cash Basis NOI from non-same properties for all periods presented includes the operations of disposed properties.

8


CALCULATION OF SAME PROPERTY NET OPERATING INCOME (NOI) AND SAME PROPERTY CASH BASIS NOI
(Unaudited, amounts in thousands)
For the Nine Months Ended September 30,
20232022
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$41,512 $44,135 
Other revenue (1)
3,866 3,218 
Operating expenses(20,920)(17,198)
NOI$24,458 $30,155 
Straight-line rent adjustments445 (151)
Lease termination fees(383)(761)
Cash Basis NOI$24,520 $29,243 
Cash Basis NOI from non-same properties (2)
(13)(1,624)
Same Property Cash Basis NOI$24,507 $27,619 
Non-cash rental income and lease termination fees from same properties
(62)912 
Same Property NOI$24,445 $28,531 
Reconciliation of Same Property NOI to GAAP Net Income:
Same Property NOI$24,445 $28,531 
Non-cash rental income and lease termination fees from same properties
62 (912)
Same Property Cash Basis NOI$24,507 $27,619 
Cash Basis NOI from non-same properties (2)
13 1,624 
Cash Basis NOI$24,520 $29,243 
Straight-line rent adjustments(445)151 
Lease termination fees383 761 
NOI$24,458 $30,155 
Depreciation and amortization(13,260)(13,176)
General and administrative(29,470)(23,241)
Interest and other income, net84,997 22,682 
Gain on sale of properties, net— 90 
Income before income taxes$66,725 $16,510 
Income tax expense(1,906)(81)
Net income$64,819 $16,429 
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
(2)Cash Basis NOI from non-same properties for all periods presented includes the operations of disposed properties.

9


SAME PROPERTY RESULTS OF OPERATIONS
(Unaudited, dollars and square feet in thousands)
As of and for the Three Months Ended September 30,
As of and for the Nine Months Ended September 30,
20232022% Change20232022% Change
Properties
Square Feet
1,521 1,507 1,521 1,507 
% Leased80.8 %83.4 %(2.6)%80.8 %83.4 %(2.6)%
% Commenced79.9 %80.8 %(0.9)%79.9 %80.8 %(0.9)%
Rental revenue
$13,647 $13,548 0.7 %$41,573 $43,371 (4.1)%
Other revenue (1)
1,277 1,252 2.0 %3,848 3,203 20.1 %
Straight-line rent adjustment
107 61 (445)151 
Lease termination fees
173 259 383 761 
Total revenue
15,204 15,120 0.6 %45,359 47,486 (4.5)%
Operating expenses
(6,719)(6,019)11.6 %(20,914)(18,955)10.3 %
NOI
$8,485 $9,101 (6.8)%$24,445 $28,531 (14.3)%
NOI Margin
55.8 %60.2 %53.9 %60.1 %
Straight-line rent adjustment
$(107)$(61)$445 $(151)
Lease termination fees
(173)(259)(383)(761)
Cash Basis NOI$8,205 $8,781 (6.6)%$24,507 $27,619 (11.3)%
Cash Basis NOI Margin
55.0 %59.3 %54.0 %59.3 %
(1)Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.

10


CALCULATION OF EBITDA, EBITDAre, AND ADJUSTED EBITDAre
(Unaudited, amounts in thousands)
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Net income$26,232 $12,221 $64,819 $16,429 
Income tax expense
30 23 1,906 81 
Depreciation and amortization
4,436 4,451 13,260 13,176 
EBITDA
$30,698 $16,695 $79,985 $29,686 
Gain on sale of properties, net
— (90)— (90)
EBITDAre
$30,698 $16,605 $79,985 $29,596 
Adjustments to EBITDAre:
Former chairman accelerated compensation expense— — 5,957 — 
Adjusted EBITDAre$30,698 $16,605 $85,942 $29,596 

11


CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands, except per share data)
Three Months EndedNine Months Ended
September 30,September 30,
2023202220232022
Calculation of FFO
Net income$26,232 $12,221 $64,819 $16,429 
Real estate depreciation and amortization4,429 4,412 13,231 13,058 
Gain on sale of properties, net— (90)— (90)
FFO attributable to Equity Commonwealth30,661 16,543 78,050 29,397 
Preferred distributions(1,997)(1,997)(5,991)(5,991)
FFO attributable to EQC common shareholders and unitholders
$28,664 $14,546 $72,059 $23,406 
Calculation of Normalized FFO
FFO attributable to EQC common shareholders and unitholders$28,664 $14,546 $72,059 $23,406 
Straight-line rent adjustments(107)(61)445 (151)
Former chairman accelerated compensation expense
— — 5,957 — 
Normalized FFO attributable to EQC common shareholders and unitholders
$28,557 $14,485 $78,461 $23,255 
Weighted average common shares and units outstanding -- basic (1)
109,292 111,585 109,842 112,616 
Weighted average common shares and units outstanding -- diluted (1)
110,578 112,876 111,264 113,658 
FFO attributable to EQC common shareholders and unitholders per share and unit -- basic
$0.26 $0.13 $0.66 $0.21 
FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted
$0.26 $0.13 $0.65 $0.21 
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- basic
$0.26 $0.13 $0.71 $0.21 
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted
$0.26 $0.13 $0.71 $0.20 
(1)
Our calculations of FFO and Normalized FFO attributable to EQC common shareholders and unitholders per share and unit - basic for the three months ended September 30, 2023 and 2022 include 361 and 280 LTIP/Operating Partnership Units, respectively, that are excluded from the calculation of basic earnings per common share attributable to EQC common shareholders (only). Our calculations of FFO and Normalized FFO attributable to EQC common shareholders and unitholders per share and unit - basic for the nine months ended September 30, 2023 and 2022 include 348 and 275 LTIP/Operating Partnership Units, respectively, that are excluded from the calculation of basic earnings per common share attributable to EQC common shareholders (only). Refer to the schedule of Common & Potential Common Shares for information regarding the components of our weighted average common shares and units outstanding.

12


PROPERTY DETAIL
As of September 30, 2023
(Unaudited, sorted by annualized rental revenue, dollars in thousands)

Same Property Portfolio(1)
PropertyCity, StateTypeNo. of BuildingsSquare Feet% Leased% CommencedAnnualized Rental RevenueUndepreciated Book ValueNet Book ValueYear Acquired
11225 Seventeenth StreetDenver, COOffice708,93792.7 %92.7 %$30,653 $175,230 $111,607 2009
(17th Street Plaza)
2Bridgepoint SquareAustin, TXOffice440,00771.9 %68.8 %12,763 105,534 45,866 1997
3206 East 9th StreetAustin, TXOffice175,51077.0 %77.0 %8,502 54,390 40,824 2012
(Capitol Tower)
41250 H Street, NWWashington, D.C.Office196,49061.3 %61.3 %7,330 75,814 34,470 1998
Total Same Properties8 1,520,94480.8 %79.9 %$59,248 $410,968 $232,767 
(1)Refer to the definitions section of this document for a description of our same property portfolio.


13


LEASING SUMMARY
(Unaudited, dollars and square feet in thousands, except per square foot data)
As of and for the Three Months Ended
9/30/20236/30/20233/31/202312/31/20229/30/2022
Properties
Total square feet
1,521 1,521 1,507 1,507 1,507 
Percentage leased80.8 %82.0 %81.6 %82.8 %83.4 %
Percentage commenced79.9 %78.2 %77.0 %78.7 %80.8 %
Total Leases
Square feet54 68 60 76 55 
Lease term (years)6.4 4.9 5.8 6.1 4.4 
Starting cash rent$48.17 $48.34 $61.15 $47.43 $46.88 
Percent change in cash rent (1)
(1.8)%(0.7)%3.6 %0.4 %(3.3)%
Percent change in GAAP rent (1)
6.0 %15.3 %13.8 %3.6 %2.2 %
Total TI & LC per square foot (2)
$40.57 $43.44 $64.87 $54.55 $29.49 
Total TI & LC per sq. ft. per year of lease term (2)
$6.38 $8.92 $11.22 $8.91 $6.73 
Renewal Leases
Square feet39 54 37 30 30 
Lease term (years)7.0 4.7 5.3 3.2 3.5 
Starting cash rent$49.47 $49.63 $63.26 $45.11 $49.67 
Percent change in cash rent (1)
(1.7)%(0.7)%4.8 %(2.9)%(3.3)%
Percent change in GAAP rent (1)
8.8 %15.3 %16.8 %(1.6)%2.2 %
Total TI & LC per square foot (2)
$41.02 $25.17 $58.65 $7.56 $18.53 
Total TI & LC per sq. ft. per year of lease term (2)
$5.84 $5.40 $11.00 $2.39 $5.34 
New Leases
Square feet15 14 23 46 25 
Lease term (years)4.6 5.7 6.5 8.1 5.5 
Starting cash rent$44.73 $43.34 $57.87 $48.96 $43.45 
Percent change in cash rent (1)
(2.2)%— 1.5 %3.4 %— 
Percent change in GAAP rent (1)
(1.3)%— 8.9 %8.6 %— 
Total TI & LC per square foot (2)
$39.38 $114.17 $74.56 $85.43 $42.92 
Total TI & LC per sq. ft. per year of lease term (2)
$8.50 $20.15 $11.50 $10.59 $7.81 
The above leasing summary is based on leases executed during the periods indicated and excludes leasing activity for assets during the quarter in which the asset was sold or classified as held for sale. Our same property leasing activity is identical to the information above for all periods presented. Refer to the definitions section of this document for a description of our same property portfolio.
(1)
Percent change in GAAP and cash rents is a comparison of current rent, including estimated tenant expense reimbursements, if any, to the rent, including actual/projected tenant expense reimbursements, if any, last received for the same space on a GAAP and cash basis, respectively. Cash rent during the reporting period is calculated before deducting any initial period free rent. Leasing in suites vacant longer than two years was excluded from the calculation.
(2)Includes tenant improvements (TI) and leasing commissions (LC).

14


CAPITAL SUMMARY
EXPENDITURES & SAME PROPERTY LEASING COMMITMENTS
(Unaudited, dollars and square feet in thousands)
CAPITAL SUMMARYThree Months Ended
EXPENDITURES9/30/20236/30/20233/31/202312/31/20229/30/2022
Tenant improvements$224 $1,351 $1,757 $822 $557 
Leasing costs
646 673 1,162 977 501 
Building improvements (1)
1,438 533 195 231 59 
Total capital expenditures$2,308 $2,557 $3,114 $2,030 $1,117 
Average square feet during period
1,521 1,514 1,507 1,507 1,507 
Building improvements per average total sq. ft. during period
$0.95 $0.35 $0.13 $0.15 $0.04 
CAPITAL SUMMARYThree Months Ended
SAME PROPERTY LEASING COMMITMENTSSeptember 30, 2023
New LeasesRenewal LeasesTotal
Square feet leased during the period15 39 54 
Total TI & LC (2)
$591 $1,600 $2,191 
Total TI & LC per square foot (2)
$39.38 $41.02 $40.57 
Weighted average lease term by square foot (years)4.6 7.0 6.4 
Total TI & LC per square foot per year of lease term (2)
$8.50 $5.84 $6.38 
(1)Tenant-funded capital expenditures are excluded.
(2)Includes tenant improvements (TI) and leasing commissions (LC).

15


TENANTS REPRESENTING 2.5% OR MORE OF ANNUALIZED RENTAL REVENUE
As of September 30, 2023
(Unaudited, square feet in thousands)

Tenant
Square Feet (1)
% of Total Sq. Ft. (1)
% of Annualized Rental RevenueWeighted Average Remaining Lease Term
Equinor Energy Services, Inc. (2)
80 6.5 %5.8 %0.3
Salesforce.com, Inc.66 5.4 %5.3 %2.2
Crowdstrike, Inc.48 3.9 %4.9 %6.4
KPMG, LLP66 5.4 %4.8 %5.7
CBRE, Inc.41 3.3 %3.6 %4.5
RSM US LLP32 2.6 %3.3 %8.7
Jones Lang LaSalle Americas, Inc.42 3.4 %3.0 %6.8
SonarSource US, Inc.28 2.3 %2.9 %3.9
Alden Torch Financial, LLC35 2.8 %2.7 %3.4
Total438 35.6 %36.3 %4.2

(1)
Square footage as of September 30, 2023 includes space subject to leases that have commenced for revenue recognition purposes in accordance with GAAP, space being fitted out for occupancy pursuant to existing leases, and space which is leased but is not occupied or is being offered for sublease by tenants.
(2)Approximately 4,000 square feet of Equinor Energy Services, Inc.'s space has been backfilled and will expire in 2026.

16


SAME PROPERTY LEASE EXPIRATION SCHEDULE
As of September 30, 2023
(Unaudited, dollars and sq. ft. in thousands)
YearNumber of Tenants Expiring
Leased Sq. Ft. Expiring (1)
% of Leased Sq. Ft. ExpiringCumulative % of Leased Sq. Ft. Expiring
Annualized Rental Revenue Expiring (2)
% of Annualized Rental Revenue ExpiringCumulative % of Annualized Rental Revenue Expiring
2023360.5 %0.5 %$339 0.6 %0.6 %
20242122418.2 %18.7 %10,045 17.0 %17.6 %
202561159.4 %28.1 %5,441 9.2 %26.8 %
202611806.5 %34.6 %4,083 6.9 %33.7 %
20271622618.3 %52.9 %11,242 19.0 %52.7 %
20281112810.4 %63.3 %6,016 10.1 %62.8 %
2029814211.6 %74.9 %6,185 10.4 %73.2 %
2030814712.0 %86.9 %7,233 12.2 %85.4 %
20314584.7 %91.6 %2,553 4.3 %89.7 %
20321322.6 %94.2 %1,954 3.3 %93.0 %
Thereafter6715.8 %100.0 %4,157 7.0 %100.0 %
    Total951,229100.0 %$59,248 100.0 %
Weighted average remaining
    lease term (in years)4.3 4.4 
(1)
Leased square footage as of September 30, 2023 includes space subject to leases that have commenced for revenue recognition purposes in accordance with GAAP, space being fitted out for occupancy pursuant to existing leases, and space which is leased but is not occupied or is being offered for sublease by tenants. The year expiring corresponds to the latest-expiring signed lease for a given suite. Thus, backfilled suites expire in the year stipulated by the new lease.
(2)Excludes the Annualized Rental Revenue of space that is leased but not commenced.

17


COMMON & POTENTIAL COMMON SHARES
(Unaudited, share amounts in thousands)
Three Months EndedNine Months Ended
September 30,September 30,
Weighted Average Share Calculation - GAAP EPS2023202220232022
Weighted average common shares outstanding - basic (1)
108,931 111,305 109,494 112,341 
Weighted average dilutive RSUs and maket-based LTIP Units (2)
1,286 1,291 1,422 1,042 
Weighted average common shares outstanding - diluted (1)
110,217 112,596 110,916 113,383 
Three Months EndedNine Months Ended
September 30,September 30,
Weighted Average Share and Unit Calculation - FFO and Normalized FFO per share and unit2023202220232022
Weighted average EQC common shares outstanding (1)
108,931 111,305 109,494 112,341 
Weighted average Operating Partnership Units outstanding (3)
256 227 240 225 
Weighted average time-based LTIP Units (2)(3)
105 53 108 50 
Weighted average common shares and units outstanding - basic (1)
109,292 111,585 109,842 112,616 
Weighted average dilutive RSUs and market-based LTIP Units (2)
1,286 1,291 1,422 1,042 
Weighted average common shares and units outstanding - diluted (1)
110,578 112,876 111,264 113,658 
Rollforward of Share Count to September 30, 2023
Series D Preferred Shares (4)
EQC Common Shares (5)
Outstanding on December 31, 20224,915 109,428 
Repurchase of common shares— (3,018)
Share-based compensation grants and vesting, net (6)
— 302 
Outstanding on September 30, 2023
4,915 106,712 
Common shares issuable from RSUs, Operating Partnership Units, and LTIP Units as measured on September 30, 2023 (2)
1,779 
Potential common shares as measured on September 30, 2023 (7)
108,491 
(1)
Weighted average common shares outstanding for the three months ended September 30, 2023 and 2022 includes 131 and 86 unvested, earned RSUs, respectively. Weighted average common shares outstanding for the nine months ended September 30, 2023 and 2022 includes 125 and 111 unvested, earned RSUs, respectively.
(2)
We have granted RSUs and LTIP Units to certain trustees, employees and eligible consultants. RSUs and market-based LTIP Units contain service and market-based vesting components. Time-based LTIP Units contain service-based vesting components. Each LTIP Unit will convert automatically into an OP Unit on a one-for-one basis when the LTIP Unit becomes vested and its capital account is equalized with the per-unit capital account of the OP Units.
(3)
Our calculations of FFO and Normalized FFO attributable to EQC common shareholders and unitholders per share and unit - basic include time-based LTIP Units and OP Units that are excluded from the calculation of basic earnings per common share attributable to EQC common shareholders (only).
(4)
As of September 30, 2023, we had 4,915 series D preferred shares that were convertible into 4,032 common shares. The series D preferred shares are anti-dilutive for GAAP EPS for all periods presented. The series D preferred shares are anti-dilutive for all periods presented with respect to FFO and Normalized FFO per common share and unit.
(5)EQC common shares include unvested restricted shares.
(6)This amount is net of forfeitures and shares surrendered to satisfy statutory tax withholding obligations.
(7)
Potential common shares as measured on September 30, 2023 include unvested earned RSUs. The 4,915 series D preferred shares outstanding that were convertible into 4,032 common shares as of September 30, 2023 are excluded.
18


DEFINITIONS
Annualized Rental Revenue
Annualized Rental Revenue is annualized contractual rents from our tenants pursuant to leases which have commenced as of September 30, 2023, plus estimated recurring expense reimbursements; excludes lease value amortization, straight-line rent adjustments, abated (free) rent periods and parking revenue. We calculate annualized rental revenue by aggregating the recurring billings outlined above for the most recent month during the quarter reported, adding abated rent, and multiplying the sum by 12 to provide an estimation of near-term potentially-recurring revenues. The annualized rental revenue of disposed properties, if any, is presented for the quarter-ended preceding each disposition.
Annualized rental revenue is a forward-looking non-GAAP measure. Annualized rental revenue cannot be reconciled to a comparable GAAP measure without unreasonable efforts, primarily due to the fact that it is calculated from the billings of tenants in the most recent month at the most recent rental rates during the quarter reported, whereas historical GAAP measures include billings from a potentially different group of tenants over multiple months at potentially different rental rates.
Building Improvements
Building improvements are expenditures to replace obsolete building components or extend the useful life of existing assets. Tenant-funded capital expenditures are excluded.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDAre and Adjusted EBITDAre
We calculate EBITDA as net income (loss) excluding interest expense, income tax expense and depreciation and amortization.
We calculate EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts (Nareit). Nareit defines EBITDAre as net income (loss), calculated in accordance with GAAP, plus interest expense, plus income tax expense, plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property, plus impairment write-downs of depreciated property and investments in unconsolidated joint ventures, plus adjustments to reflect the entity's share of EBITDAre of unconsolidated joint ventures. Our calculation of Adjusted EBITDAre differs from our calculations of EBITDA and EBITDAre because we exclude certain items that we view as nonrecurring or impacting comparability from period to period. EBITDA, EBITDAre and Adjusted EBITDAre are supplemental non-GAAP financial measures.
We consider EBITDA, EBITDAre and Adjusted EBITDAre to be appropriate measures of our operating performance, along with net income (loss), net income (loss) attributable to EQC common shareholders, and cash flow from operating activities. We believe that EBITDA, EBITDAre and Adjusted EBITDAre provide useful information to investors because by excluding the effects of certain historical amounts, such as interest, depreciation and amortization expense, EBITDA, EBITDAre and Adjusted EBITDAre may facilitate a comparison of current operating performance with our past operating performance. EBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss), net income (loss) attributable to EQC common shareholders or cash flow from operating activities, determined in accordance with GAAP, or as indicators of our financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. These measures should be considered in conjunction with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities as presented in our condensed consolidated statements of operations and condensed consolidated statements of cash flows. Other REITs and real estate companies may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do.
Funds from Operations (FFO) and Normalized FFO
We compute FFO in accordance with standards established by Nareit. Nareit defines FFO as net income (loss), calculated in accordance with GAAP, excluding real estate depreciation and amortization, gains (or losses) from sales of depreciable property, impairment of depreciable real estate and our portion of these items related to equity investees and noncontrolling interests.  Our calculation of Normalized FFO differs from Nareit’s definition of FFO because we exclude certain items that we view as nonrecurring or impacting comparability from period to period.  FFO and Normalized FFO are supplemental non-GAAP financial measures. We consider FFO and Normalized FFO to be appropriate measures of operating performance for a REIT, along with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities.
We believe that FFO and Normalized FFO provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO and Normalized FFO may facilitate a comparison of our operating performance between periods and with other REITs.  FFO and Normalized FFO do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income (loss), net income (loss) attributable to EQC common shareholders or cash flow from operating activities, determined in accordance with GAAP, or as indicators of our financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs.  These measures should be considered in conjunction with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities as presented in our condensed consolidated statements of operations and condensed consolidated statements of cash flows.  Other REITs and real estate companies may calculate FFO and Normalized FFO differently than we do.
Leasing Costs
Leasing costs include leasing commissions (LCs) and related legal expenses.
19


DEFINITIONS
LTIP Units
LTIP Units are a class of beneficial interests in EQC Operating Trust (the Operating Trust) that may be issued to employees, officers or trustees of the Operating Trust, EQC, or their subsidiaries.
Net Operating Income (NOI), Same Property NOI, Cash Basis NOI and Same Property Cash Basis NOI
NOI is income from our real estate including lease termination fees received from tenants less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions and corporate level expenses. Cash Basis NOI is NOI excluding the effects of straight-line rent adjustments, lease value amortization and lease termination fees. The quarter-to-date same property versions of these measures include the results of properties continuously owned from July 1, 2022 through September 30, 2023. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 2022 through September 30, 2023. Properties classified as held for sale within our condensed consolidated balance sheets are excluded from the same property versions of these measures.
We consider these supplemental non-GAAP financial measures to be appropriate supplemental measures to net income (loss) because they may help to understand the operations of our properties. We use these measures internally to evaluate property level performance, and we believe that they provide useful information to investors regarding our results of operations because they reflect only those income and expense items that are incurred at the property level and may facilitate comparisons of our operating performance between periods and with other REITs. Cash Basis NOI is among the factors considered with respect to acquisition, disposition and financing decisions. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss), net income (loss) attributable to Equity Commonwealth common shareholders or cash flow from operating activities, determined in accordance with GAAP, or as indicators of our financial performance or liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. These measures should be considered in conjunction with net income (loss), net income (loss) attributable to EQC common shareholders and cash flow from operating activities as presented in our condensed consolidated statements of operations and condensed consolidated statements of cash flows. Other REITs and real estate companies may calculate these measures differently than we do.
Net Book Value
Net book value represents the carrying value of real estate properties after depreciation and amortization, purchase price allocations and impairment write-downs, if any.
NOI Margin
NOI Margin is NOI (or the same property or cash basis derivations of NOI defined above) divided by the total revenues used to calculate NOI (or its derivation).
Operating Partnership Units
Operating Partnership Units are beneficial interests in the Operating Trust.
Other Revenue
Other revenue is primarily comprised of parking revenue that does not represent a component of a lease.
Percentage Commenced
Percentage commenced is the percentage of space subject to leases that have commenced for revenue recognition purposes in accordance with GAAP, which includes the space of tenants in a free rent period.
Percentage Leased
Percentage leased is the percentage of space subject to signed leases.
Rental Revenue
Rental revenue is primarily comprised of minimum lease payments from tenants, including tenant reimbursements. In addition, rental revenue includes lease termination fees and straight-line rent adjustments.
Same Properties
Our quarter-to-date same property portfolio is comprised of those properties continuously owned from July 1, 2022 through September 30, 2023. Our year-to-date same property portfolio is comprised of those properties continuously owned from January 1, 2022 through September 30, 2023. Properties classified as held for sale within our condensed consolidated balance sheets are excluded.
Tenant Improvements
Tenant improvements are capital expenditures to improve tenant spaces.

20


DEFINITIONS
Total Market Capitalization
Total market capitalization is the market value of preferred shares plus the market value of diluted common shares. The market value of preferred shares is the product of the number of Series D preferred shares outstanding at the end of the period and the closing share price of the Series D preferred shares (EQCpD) at the end of the period. The market value of diluted common shares is the product of the number of diluted common shares outstanding at the end of the period and the closing share price of the common shares (EQC) at the end of the period.
Undepreciated Book Value
Undepreciated book value represents the carrying value of real estate properties after purchase price allocations, and impairment write-downs, if any.


21
v3.23.3
Cover Page
Oct. 30, 2023
Document Information [Line Items]  
Entity Central Index Key 0000803649
Amendment Flag false
Document Type 8-K
Document Period End Date Oct. 30, 2023
Entity Registrant Name EQUITY COMMONWEALTH
Entity Incorporation, State or Country Code MD
Entity File Number 1-9317
Entity Tax Identification Number 04-6558834
Entity Address, Address Line One Two North Riverside Plaza, Suite 2000
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60606
City Area Code (312)
Local Phone Number 646-2800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Former Address  
Document Information [Line Items]  
Entity Address, Address Line One Two North Riverside Plaza, Suite 2100
Common Shares of Beneficial Interest  
Document Information [Line Items]  
Title of 12(b) Security Common Shares of Beneficial Interest
Trading Symbol EQC
Security Exchange Name NYSE
6 1/2% Series D Cumulative Convertible Preferred Shares of Beneficial Interest  
Document Information [Line Items]  
Title of 12(b) Security 6.50% Series D Cumulative Convertible Preferred Shares of Beneficial Interest
Trading Symbol EQCpD
Security Exchange Name NYSE

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