8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 2, 2011

WASHINGTON REAL ESTATE INVESTMENT TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland	1-6622	53-0261100
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6110 Executive Boulevard, Suite 800, Rockville, Maryland 20852

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (301) 984-9400

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))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 9, 2011, Washington Real Estate Investment Trust (“WRIT”) reported in a Current Report on Form 8-K that it had entered into five separate purchase and sale agreements with AP AG Portfolio, LLC to effectuate the sale of WRIT’s entire industrial portfolio and two office assets encompassing in total approximately 3.1 million square feet. The sales prices under the five agreements aggregate to $350,000,000.

On September 2, 2011, WRIT closed on the first three of the purchase and sale agreements. The sales prices under the three agreements aggregate to $235,760,443. Projected closing dates for the two remaining transactions are October 3, 2011 (one transaction totaling $44,554,233) and November 1, 2011 (one transaction totaling $69,685,324).

The properties, purchase prices and actual/projected closing dates under each of the purchase and sale agreements are as follows:

Purchase and Sale Agreement #1 ($51,674,074; closed on September 2, 2011):

1. 8880 Gorman Road

2. Dulles South IV

3. Fullerton Business Center

4. Hampton Overlook

5. Alban Business Center

Purchase and Sale Agreement #2 ($51,667,308; closed on September 2, 2011):

1. Pickett Industrial Park

2. Northern Virginia Industrial Park I

Purchase and Sale Agreement #3 ($132,419,061; closed on September 2, 2011):

1. Albemarle Point

2. 270 Technology Park I

3. 270 Technology Park II

4. The Crescent

5. Fullerton Industrial Center

6. Sully Square

7. 9950 Business Parkway

8. Hampton South Phase I

9. Hampton South Phase II

10. 8900 Telegraph Road

Purchase and Sale Agreement #4 ($44,554,233; closing expected on or about October 3, 2011):

1. Northern Virginia Industrial Park II

Purchase and Sale Agreement #5 ($69,685,324; closing expected on or about November 1, 2011):

1. 6100 Columbia Park Road

2. Dulles Business Park I

3. Dulles Business Park II

The foregoing description of the purchase and sale agreements does not purport to be complete and is qualified in its entirety by reference to the purchase and sale agreements, copies of which were filed as Exhibits to the Current Report on Form 8-K filed on August 9, 2011. Purchase and Sale Agreements #4 and #5 are subject to closing conditions and other terms and conditions customary for real estate transactions.

ITEM 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following pro forma financial statements reflecting the disposition of the properties included in all five of the purchase and sale agreements listed above, as well as for Dulles Station, Phase I, which was sold on April 5, 2011, are filed as exhibit 99.1 hereto:

1. WRIT Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2011.

2. WRIT Unaudited Pro Forma Condensed Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008, and the six months ended June 30, 2011.

(d) Exhibits

The following exhibits are filed herewith:

EXHIBIT NO.	DESCRIPTION OF EXHIBITS
99.1	Unaudited pro forma condensed consolidated financial statements of Washington Real Estate Investment Trust.
99.2	Press release issued September 6, 2011 regarding the completion of the first phase of the Industrial Portfolio sale.

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.

WASHINGTON REAL ESTATE INVESTMENT TRUST
By:	/s/ Laura M. Franklin
	Laura M. Franklin
	Executive Vice President Accounting,
	Administration and Corporate Secretary

Date: September 9, 2011

EX-99.1

Exhibit 99.1

WASHINGTON REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

JUNE 30, 2011

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	WRIT			Disposition Group			Pro Forma
Assets
Land	$	475,458		$	(50,811	) (a)	$	424,647
Income producing property		2,022,986			(268,493	) (a)		1,754,493
		2,498,444			(319,304	)		2,179,140
Accumulated depreciation and amortization		(576,605	)		78,867	(a)		(497,738	)
Net income producing property		1,921,839			(240,437	)		1,681,402
Development in progress, including land held for development		39,413			—			39,413
Total real estate held for investment, net		1,961,252			(240,437	)		1,720,815
Cash and cash equivalents		42,886			327,242	(b)		370,128
Restricted cash		23,550			(1,237	) (a)		22,313
Rents and other receivables, net of allowance for doubtful accounts		56,461			(3,961	) (a)		52,500
Prepaid expenses and other assets		103,027			(3,637	) (a)		99,390
Total assets	$	2,187,176			77,970		$	2,265,146
Liabilities
Notes payable	$	659,934		$	—		$	659,934
Mortgage notes payable		378,469			(17,976	) (a), (c)		360,493
Lines of credit		245,000			—			245,000
Accounts payable and other liabilities		57,445			(763	) (a)		56,682
Advance rents		13,619			—			13,619
Tenant security deposits		9,988			—			9,988
Total liabilities		1,364,455			(18,739	)		1,345,716
Equity
Shareholders’ equity
Shares of beneficial interest, $0.01 par value; 100,000 shares authorized		661			—			661
Additional paid-in capital		1,133,823			—			1,133,823
Distributions in excess of net income		(316,134	)		98,636	(d)		(217,498	)
Accumulated other comprehensive income (loss)		(636	)		—			(636	)
Total shareholders’ equity		817,714			98,636			916,350
Noncontrolling interests in subsidiaries		5,007			(1,927	) (e)		3,080
Total equity		822,721			96,709			919,430
Total liabilities and shareholders’ equity	$	2,187,176		$	77,970		$	2,265,146

See note 3 to the pro forma condensed consolidated financial statements.

WASHINGTON REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	WRIT			Disposition Group			Pro Forma
Revenue
Real estate rental revenue	$	158,725		$	(17,837	)(f)	$	140,888
Expenses
Real estate expenses		52,302			(5,249	) (f)		47,053
Real estate depreciation and amortization		50,209			(5,788	) (f)		44,421
General and administrative		7,751						7,751
		110,262			(11,037	)		99,225
Real estate operating income		48,463			(6,800	)		41,663
Other income (expense)
Other income		616						616
Acquisition costs		(1,971	)					(1,971	)
Interest expense		(34,223	)		465	(c),(f)		(33,758	)
		(35,578	)		465			(35,113	)
Income from continuing operations		12,885			(6,335	)		6,550
Less: Income from continuing operations attributable to noncontrolling interests		(57	)		57	(f)		—
Income from continuing operations attributable to the controlling interests		12,828						6,550
Income from continuing operations attributable to the controlling interests per share:
Basic	$	0.19					$	0.10
Diluted	$	0.19					$	0.10
Weighted average shares outstanding - basic		65,920						65,920
Weighted average shares outstanding - diluted		65,948						65,948

See note 3 to the pro forma condensed consolidated financial statements.

WASHINGTON REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2010

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	WRIT			Dulles Station, Phase I			Disposition Group			Pro Forma
Revenue
Real estate rental revenue	$	297,977		$	(4,427	)(g)	$	(35,060	)(f)	$	258,490
Expenses
Real estate expenses		98,922			(1,961	)(g)		(10,301	)(f)		86,660
Real estate depreciation and amortization		93,992			(1,974	)(g)		(11,952	)(f)		80,066
General and administrative		14,406									14,406
		207,320			(3,935	)		(22,253	)		181,132
Real estate operating income		90,657			(492	)		(12,807	)		77,358
Other income (expense)
Interest expense		(68,389	)					1,160	(c), (f)		(67,229	)
Other income		1,193									1,193
Acquisition costs		(1,161	)								(1,161	)
Loss on extinguishment of debt, net		(9,176	)								(9,176	)
Gain from non-disposal activities		7									7
		(77,526	)					1,160			(76,366	)
Income from continuing operations		13,131			(492	)		(11,647	)		992
Less: Income from continuing operations attributable to noncontrolling interests		(133	)					133	(f)		—
Income from continuing operations attributable to the controlling interests		12,998									992
Income from continuing operations attributable to the controlling interests per share:
Basic	$	0.21								$	0.01
Diluted	$	0.21								$	0.01
Weighted average shares outstanding - basic		62,140									62,140
Weighted average shares outstanding - diluted		62,264									62,264

See note 3 to the pro forma condensed consolidated financial statements.

WASHINGTON REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2009

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	WRIT			Dulles Station, Phase I			Disposition Group			Pro Forma
Revenue
Real estate rental revenue	$	298,161		$	(3,945	) (g)	$	(37,667	) (f)	$	256,549
Expenses
Real estate expenses		101,304			(1,515	) (g)		(10,500	) (f)		89,289
Real estate depreciation and amortization		91,668			(1,981	) (g)		(12,138	) (f)		77,549
General and administrative		13,118									13,118
		206,090			(3,496	)		(22,638	)		179,956
Real estate operating income		92,071			(449	)		(15,029	)		76,593
Other income (expense)
Interest expense		(74,074	)					1,380	(c), (f)		(72,694	)
Other income		1,205									1,205
Acquisition costs		(788	)								(788	)
Gain on extinguishment of debt, net		5,336									5,336
Gain from non-disposal activities		73						(2	) (f)		71
		(68,248	)					1,378			(66,870	)
Income from continuing operations		23,823			(449	)		(13,651	)		9,723
Less: Income from continuing operations attributable to noncontrolling interests		(203	)					203	(f)		—
Income from continuing operations attributable to the controlling interests		23,620									9,723
Income from continuing operations attributable to the controlling interests per share:
Basic	$	0.41								$	0.17
Diluted	$	0.41								$	0.17
Weighted average shares outstanding - basic		56,894									56,894
Weighted average shares outstanding - diluted		56,968									56,968

See note 3 to the pro forma condensed consolidated financial statements.

WASHINGTON REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2008

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	WRIT			Dulles Station, Phase I			Disposition Group			Pro Forma
Revenue
Real estate rental revenue	$	268,709		$	(1,122	)(g)	$	(38,091	)(f)	$	229,496
Expenses
Real estate expenses		90,222			(924	)(g)		(9,987	)(f)		79,311
Real estate depreciation and amortization		82,982			(1,089	)(g)		(12,156	)(f)		69,737
General and administrative		12,110									12,110
		185,314			(2,013	)		(22,143	)		161,158
Real estate operating income		83,395			891			(15,948	)		68,338
Other income (expense)
Interest expense		(74,095	)					1,408	(c), (f)		(72,687	)
Other income		1,073									1,073
Loss on extinguishment of debt, net		(5,583	)								(5,583	)
Gain from non-disposal activities		17							(f)		17
		(78,588	)					1,408			(77,180	)
Income (loss) from continuing operations		4,807			891			(14,540	)		(8,842	)
Less: Income from continuing operations attributable to noncontrolling interests		(211	)					211	(f)		-
Income from continuing operations attributable to the controlling interests		4,596									(8,842	)
Income from continuing operations attributable to the controlling interests per share:
Basic	$	0.09								$	(0.18	)
Diluted	$	0.09								$	(0.18	)
Weighted average shares outstanding - basic		49,138									49,138
Weighted average shares outstanding - diluted		49,217									49,138

See note 3 to the pro forma condensed consolidated financial statements.

WASHINGTON REAL ESTATE INVESTMENT TRUST

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed consolidated statement of income for the six months ended June 30, 2011 of Washington Real Estate Investment Trust (“WRIT”) gives effect to the disposition of WRIT’s entire industrial segment and two office properties as if the dispositions had occurred on January 1, 2008. The accompanying unaudited pro forma consolidated balance sheet at June 30, 2011 gives effect to these dispositions as if they had occurred on June 30, 2011.

The accompanying unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2010, 2009 and 2008 give effect to the disposition of WRIT’s entire industrial segment and two office properties, as well as to the disposition of Dulles Station, Phase I, as if these dispositions had occurred on January 1, 2008.

This unaudited condensed consolidated pro forma financial information is not necessarily indicative of what WRIT’s actual results of operations or financial position would have been had these transactions been consummated on the dates indicated, nor does it purport to represent WRIT’s results of operations or financial position for any future period. The pro forma results of operations for the periods ended December 31, 2010, 2009 and 2008 and June 30, 2011 are not necessarily indicative of the operating results for these periods.

The unaudited condensed consolidated pro forma financial information should be read in conjunction with the consolidated financial statements and notes thereto included in WRIT’s Annual Report on Form 10-K for the year ended December 31, 2010 and WRIT’s Quarterly Report on Form 10-Q for the period ended June 30, 2011. In management’s opinion, all adjustments necessary to reflect these dispositions and related transactions have been made.

Note 2: Description of Transactions

Industrial Segment

On August 9, 2011, WRIT entered into five separate purchase and sale agreements with AP AG Portfolio, LLC to effectuate the sale of WRIT’s entire industrial portfolio and two office assets (collectively, the “Disposition Group”) encompassing in total approximately 3.1 million square feet. The sales prices under the five agreements aggregate to $350,000,000.

On September 2, 2011, Washington Real Estate Investment Trust (“WRIT”) closed on the first three of the purchase and sale agreements. The sales prices under the three agreements aggregate to $235,760,443. Projected closing dates for the two remaining transactions are October 3, 2011 (one transaction totaling $44,554,233) and November 1, 2011 (one transaction totaling $69,685,324).

The properties, purchase prices and projected closing dates under each of the purchase and sale agreements are as follows:

Purchase and Sale Agreement #1 ($51,674,074; closed on September 2, 2011):

1. 8880 Gorman Road

2. Dulles South IV

3. Fullerton Business Center

4. Hampton Overlook

5. Alban Business Center

Purchase and Sale Agreement #2 ($51,667,308; closed on September 2, 2011):

1. Pickett Industrial Park

2. Northern Virginia Industrial Park I

Purchase and Sale Agreement #3 ($132,419,061; closed on September 2, 2011):

1. Albemarle Point

2. 270 Technology Park I

3. 270 Technology Park II

4. The Crescent

5. Fullerton Industrial Center

6. Sully Square

7. 9950 Business Parkway

8. Hampton South Phase I

9. Hampton South Phase II

10. 8900 Telegraph Road

Purchase and Sale Agreement #4 ($44,554,233; closing expected on or about October 3, 2011):

1. Northern Virginia Industrial Park II

Purchase and Sale Agreement #5 ($69,685,324; closing expected on or about November 1, 2011):

1. 6100 Columbia Park Road

2. Dulles Business Park I

3. Dulles Business Park II

Dulles Station, Phase I

On April 5, 2011, WRIT settled on the sale of Dulles Station, Phase I, for the contract purchase price of $58.8 million.

Note 3: Unaudited Pro Forma Adjustments to Condensed Consolidated Financial Statements

(a) Reflects the elimination of assets and liabilities associated with the Disposition Group, as defined in note 2 to these pro forma consolidated financial statements.

(b) Reflects the estimated net sales proceeds for the disposition group.

(c) Reflects the elimination of mortgage notes secured by Dulles Business Park, and interest expense associated with mortgage notes secured by Dulles Business Park and the Crescent. The mortgage notes secured by Dulles Business Park will be assumed by the buyer of the Disposition Group.

(d) Reflects the estimated gain on of real estate for the disposition group.

(e) Reflects the elimination of noncontrolling interests related to an operating partnership agreement with a member of the entity that previously owned Northern Virginia Industrial Park, and associated net income attributable to noncontrolling interests.

(f) Reflects the elimination of income and expenses associated with the disposition group.

(g) Reflects the elimination of income and expenses associated with Dulles Station, Phase I.

EX-99.2

Exhibit 99.2

NEWS RELEASE

CONTACT: William T. Camp	6110 Executive Blvd., Suite 800 Rockville, Maryland 20852
Executive Vice President and Chief Financial Officer	Tel 301-984-9400 Fax 301-984-9610
E-Mail: bcamp@writ.com	www.writ.com
	September 6, 2011

WASHINGTON REAL ESTATE INVESTMENT TRUST COMPLETES SALES OF

FIRST PHASE OF INDUSTRIAL PORTFOLIO FOR $235.8 MILLION

Washington Real Estate Investment Trust (WRIT) (NYSE: WRE) has completed three separate sale transactions involving an aggregate of approximately 2 million square feet of its industrial portfolio as well as two office assets. The aggregate sales proceeds for the three transactions were $235.8 million.

The first sale transaction included 8880 Gorman Road, Alban Business Center, Dulles South IV, Fullerton Business Center, and Hampton Overlook. The second transaction included NVIP I and Pickett Industrial Park. The third transaction included 270 Technology Park, 8900 Telegraph Road, 9950 Business Parkway, Albemarle Point, Fullerton Industrial Center, Hampton South, and Sully Square, as well as the Albemarle Point and Crescent office buildings. The buyers are affiliates of a joint venture between AREA Property Partners (AREA) and the Adler Group (Adler).

As previously announced, WRIT’s remaining industrial properties are also under two additional contracts with AREA/Adler and are projected to close as follows: Northern Virginia Industrial Park II on or about October 3, 2011 for approximately $44.5 million, and 6100 Columbia Park Road and Dulles Business Park on or about November 1, 2011 for approximately $69.7 million.

“Completing this first phase of our industrial portfolio disposition provides WRIT the flexibility to invest in assets that better fit our long term strategy of acquiring properties inside the Beltway, near major transportation nodes and in areas with strong employment drivers and superior growth demographics. We look forward to executing the two remaining industrial sales transactions in the coming months,” stated George F. “Skip” McKenzie, President and Chief Executive Officer of WRIT.

WRIT is a self-administered, self-managed, equity real estate investment trust investing in income-producing properties in the greater Washington metro region. WRIT owns a diversified portfolio of 74 properties totaling approximately 9 million square feet of commercial space and 2,540 residential units, and land held for development. These 74 properties consist of 26 office properties, 3 industrial/flex properties, 18 medical office properties, 16 retail centers and 11 multifamily properties. WRIT shares are publicly traded on the New York Stock Exchange (NYSE:WRE).

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to, the potential for federal government budget reductions, changes in general and local economic and real estate market conditions, the timing and pricing of lease transactions, the effect of the current credit and financial market conditions, the availability and cost of capital, fluctuations in interest rates, tenants’ financial conditions, levels of competition, the effect of government regulation, the impact of newly adopted accounting principles, and other risks and uncertainties detailed from time to time in our filings with the SEC, including our 2010 Form 10-K and second quarter 2011 Form 10-Q. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.