EX-99.2 3 eqc63023ex992.htm EX-99.2 Document
Exhibit 99.2



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Equity Commonwealth
Supplemental Operating
and Financial Information

Second Quarter 2023

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Corporate HeadquartersInvestor Relations
Two North Riverside Plaza(312) 646-2801
Suite 2100ir@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
41,520,94482.0%78.2%
 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
6/30/20233/31/202312/31/20229/30/20226/30/2022
OPERATING INFORMATION
Ending property count
Ending square footage (1)
1,521 1,507 1,507 1,507 1,507 
Percent leased
82.0 %81.6 %82.8 %83.4 %84.8 %
Percent commenced
78.2 %77.0 %78.7 %80.8 %82.9 %
Net income attributable to EQC common shareholders
$13,787 $20,688 $18,878 $10,193 $899 
Adjusted EBITDAre (2)
27,103 28,141 25,927 16,605 7,266 
SAME PROPERTY OPERATING INFORMATION
Ending square footage (1)
1,521 1,507 1,507 1,507 1,507 
Percent leased82.0 %81.6 %82.8 %83.4 %84.8 %
Percent commenced78.2 %77.0 %78.7 %80.8 %82.9 %
Same Property NOI (2)
$7,644 $8,316 $8,815 $9,101 $8,976 
Same Property Cash Basis NOI (2)
7,884 8,418 8,461 8,781 8,699 
Same Property NOI margin52.4 %53.4 %55.8 %60.2 %57.8 %
Same Property Cash Basis NOI margin53.2 %53.7 %54.8 %59.3 %57.0 %
SHARES OUTSTANDING AND PER SHARE DATA(3)
Shares Outstanding at End of Period
Common shares outstanding
109,730 109,702 109,428 110,652 111,242 
Dilutive restricted share units (RSUs), Operating Partnership Units, and LTIP Units (3)
1,891 2,068 1,842 1,657 1,741 
Preferred shares outstanding (4)
4,915 4,915 4,915 4,915 4,915 
Weighted Average Shares Outstanding - GAAP
Basic (5)
109,839 109,720 109,695 111,305 112,005 
Diluted (5)
111,237 111,300 111,171 112,596 113,380 
Distributions Declared Per Common Share$— $4.25 $— $1.00 $— 
BALANCE SHEET
Total assets$2,421,843 $2,399,324 $2,854,885 $2,968,520 $2,968,480 
Total liabilities30,016 30,252 31,153 137,925 22,658 
MARKET CAPITALIZATION
Market value of preferred shares
$124,846 $122,831 $123,126 $128,631 $128,090 
Market value of diluted common shares
2,261,441 2,314,757 2,778,412 2,735,847 3,110,422 
Total market capitalization$2,386,287 $2,437,588 $2,901,538 $2,864,478 $3,238,512 
(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 June 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)
June 30, 2023December 31, 2022
ASSETS
Real estate properties:
Land$44,060 $44,060 
Buildings and improvements365,247 364,063 
409,307 408,123 
Accumulated depreciation(174,399)(169,530)
234,908 238,593 
Cash and cash equivalents2,153,047 2,582,222 
Rents receivable16,151 16,009 
Other assets, net17,737 18,061 
Total assets$2,421,843 $2,854,885 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$20,016 $25,935 
Rent collected in advance3,132 2,355 
Distributions payable6,868 2,863 
Total liabilities$30,016 $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; 109,730,457 and 109,428,252 shares issued and outstanding, respectively
1,097 1,094 
Additional paid in capital3,984,681 3,979,566 
Cumulative net income3,874,284 3,835,815 
Cumulative common distributions(4,865,668)(4,393,522)
Cumulative preferred distributions(729,682)(725,688)
Total shareholders’ equity2,383,975 2,816,528 
Noncontrolling interest7,852 7,204 
Total equity$2,391,827 $2,823,732 
Total liabilities and equity$2,421,843 $2,854,885 

5


ADDITIONAL BALANCE SHEET INFORMATION
(Unaudited, amounts in thousands)
June 30, 2023December 31, 2022
Additional Balance Sheet Information
Straight-line rents receivable$14,349 $14,901 
Accounts receivable1,802 1,108 
Rents receivable$16,151 $16,009 
Capitalized lease incentives, net$1,294 $1,479 
Deferred leasing costs, net11,267 10,714 
Other5,176 5,868 
Other assets, net$17,737 $18,061 
Accounts payable$2,332 $2,884 
Accrued taxes5,724 10,948 
Accrued capital expenditures1,697 934 
Accrued leasing costs540 389 
Security deposits2,554 2,652 
Other accrued liabilities7,169 8,128 
Accounts payable, accrued expenses and other$20,016 $25,935 

6


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)
Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Revenues:
Rental revenue$13,358 $14,426 $27,584 $30,266 
Other revenue (1)
1,232 1,115 2,582 1,961 
Total revenues$14,590 $15,541 $30,166 $32,227 
Expenses:
Operating expenses$6,942 $6,592 $14,198 $11,125 
Depreciation and amortization4,514 4,313 8,824 8,725 
General and administrative13,854 7,646 22,409 15,648 
Total expenses$25,310 $18,551 $45,431 $35,498 
Interest and other income, net27,352 5,963 55,728 7,537 
Income before income taxes16,632 2,953 40,463 4,266 
Income tax expense(796)(50)(1,876)(58)
Net income$15,836 $2,903 $38,587 $4,208 
Net income attributable to noncontrolling interest(52)(7)(118)(10)
Net income attributable to Equity Commonwealth$15,784 $2,896 $38,469 $4,198 
Preferred distributions
(1,997)(1,997)(3,994)(3,994)
Net income attributable to Equity Commonwealth common shareholders$13,787 $899 $34,475 $204 
Weighted average common shares outstanding — basic (2)
109,839 112,005 109,779 112,868 
Weighted average common shares outstanding — diluted (2)
111,237 113,380 111,269 113,785 
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic$0.13 $0.01 $0.31 $0.00 
Diluted$0.12 $0.01 $0.31 $0.00 
(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
6/30/20233/31/202312/31/20229/30/20226/30/2022
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$13,358 $14,226 $14,628 $13,869 $14,426 
Other revenue (1)
1,232 1,350 1,159 1,257 1,115 
Operating expenses(6,942)(7,256)(6,986)(6,073)(6,592)
NOI$7,648 $8,320 $8,801 $9,053 $8,949 
Straight-line rent adjustments273 279 389 (61)(100)
Lease termination fees(33)(177)(743)(259)(177)
Cash Basis NOI$7,888 $8,422 $8,447 $8,733 $8,672 
Cash Basis NOI from non-same properties (2)
(4)(4)14 48 27 
Same Property Cash Basis NOI$7,884 $8,418 $8,461 $8,781 $8,699 
Non-cash rental income and lease termination fees from same properties
(240)(102)354 320 277 
Same Property NOI$7,644 $8,316 $8,815 $9,101 $8,976 
Reconciliation of Same Property NOI to GAAP Net Income:
Same Property NOI$7,644 $8,316 $8,815 $9,101 $8,976 
Non-cash rental income and lease termination fees from same properties
240 102 (354)(320)(277)
Same Property Cash Basis NOI$7,884 $8,418 $8,461 $8,781 $8,699 
Cash Basis NOI from non-same properties (2)
(14)(48)(27)
Cash Basis NOI$7,888 $8,422 $8,447 $8,733 $8,672 
Straight-line rent adjustments(273)(279)(389)61 100 
Lease termination fees33 177 743 259 177 
NOI$7,648 $8,320 $8,801 $9,053 $8,949 
Depreciation and amortization(4,514)(4,310)(4,634)(4,451)(4,313)
General and administrative(13,854)(8,555)(7,137)(7,593)(7,646)
Interest and other income, net27,352 28,376 24,263 15,145 5,963 
Gain on sale of properties, net— — 90 — 
Income before income taxes$16,632 $23,831 $21,300 $12,244 $2,953 
Income tax expense(796)(1,080)(372)(23)(50)
Net income$15,836 $22,751 $20,928 $12,221 $2,903 
(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 Six Months Ended June 30,
20232022
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$27,584 $30,266 
Other revenue (1)
2,582 1,961 
Operating expenses(14,198)(11,125)
NOI$15,968 $21,102 
Straight-line rent adjustments552 (90)
Lease termination fees(210)(502)
Cash Basis NOI$16,310 $20,510 
Cash Basis NOI from non-same properties (2)
(8)(1,672)
Same Property Cash Basis NOI$16,302 $18,838 
Non-cash rental income and lease termination fees from same properties
(342)592 
Same Property NOI$15,960 $19,430 
Reconciliation of Same Property NOI to GAAP Net Income:
Same Property NOI$15,960 $19,430 
Non-cash rental income and lease termination fees from same properties
342 (592)
Same Property Cash Basis NOI$16,302 $18,838 
Cash Basis NOI from non-same properties (2)
1,672 
Cash Basis NOI$16,310 $20,510 
Straight-line rent adjustments(552)90 
Lease termination fees210 502 
NOI$15,968 $21,102 
Depreciation and amortization(8,824)(8,725)
General and administrative(22,409)(15,648)
Interest and other income, net55,728 7,537 
Income before income taxes$40,463 $4,266 
Income tax expense(1,876)(58)
Net income$38,587 $4,208 
(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 June 30,
As of and for the Six Months Ended June 30,
20232022% Change20232022% Change
Properties
Square Feet
1,521 1,507 1,521 1,507 
% Leased82.0 %84.8 %(2.8)%82.0 %84.8 %(2.8)%
% Commenced78.2 %82.9 %(4.7)%78.2 %82.9 %(4.7)%
Rental revenue
$13,598 $14,149 (3.9)%$27,926 $29,823 (6.4)%
Other revenue (1)
1,228 1,115 10.1 %2,571 1,951 31.8 %
Straight-line rent adjustment
(273)100 (552)90 
Lease termination fees
33 177 210 502 
Total revenue
14,586 15,541 (6.1)%30,155 32,366 (6.8)%
Operating expenses
(6,942)(6,565)5.7 %(14,195)(12,936)9.7 %
NOI
$7,644 $8,976 (14.8)%$15,960 $19,430 (17.9)%
NOI Margin
52.4 %57.8 %52.9 %60.0 %
Straight-line rent adjustment
$273 $(100)$552 $(90)
Lease termination fees
(33)(177)(210)(502)
Cash Basis NOI$7,884 $8,699 (9.4)%16,302 18,838 (13.5)%
Cash Basis NOI Margin
53.2 %57.0 %53.5 %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 EndedSix Months Ended
June 30,June 30,
2023202220232022
Net income$15,836 $2,903 $38,587 $4,208 
Income tax expense
796 50 1,876 58 
Depreciation and amortization
4,514 4,313 8,824 8,725 
EBITDA and EBITDAre
$21,146 $7,266 $49,287 $12,991 
Adjustments to EBITDAre:
Former chairman accelerated compensation expense5,957 — 5,957 — 
Adjusted EBITDAre$27,103 $7,266 $55,244 $12,991 

11


CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands, except per share data)
Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Calculation of FFO
Net income$15,836 $2,903 $38,587 $4,208 
Real estate depreciation and amortization4,503 4,273 8,802 8,646 
FFO attributable to Equity Commonwealth20,339 7,176 47,389 12,854 
Preferred distributions(1,997)(1,997)(3,994)(3,994)
FFO attributable to EQC common shareholders and unitholders
$18,342 $5,179 $43,395 $8,860 
Calculation of Normalized FFO
FFO attributable to EQC common shareholders and unitholders$18,342 $5,179 $43,395 $8,860 
Straight-line rent adjustments273 (100)552 (90)
Former chairman accelerated compensation expense
5,957 — 5,957 — 
Normalized FFO attributable to EQC common shareholders and unitholders
$24,572 $5,079 $49,904 $8,770 
Weighted average common shares and units outstanding -- basic (1)
110,196 112,282 110,120 113,140 
Weighted average common shares and units outstanding -- diluted (1)
111,594 113,657 111,610 114,057 
FFO attributable to EQC common shareholders and unitholders per share and unit -- basic
$0.17 $0.05 $0.39 $0.08 
FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted
$0.16 $0.05 $0.39 $0.08 
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- basic
$0.22 $0.05 $0.45 $0.08 
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted
$0.22 $0.04 $0.45 $0.08 
(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 June 30, 2023 and 2022 include 357 and 277 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 six months ended June 30, 2023 and 2022 include 341 and 272 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 June 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, COOffice708,93793.2 %88.6 %$29,053 $175,004 $113,154 2009
(17th Street Plaza)
2Bridgepoint SquareAustin, TXOffice440,00774.7 %71.5 %13,367 105,173 46,444 1997
3206 East 9th StreetAustin, TXOffice175,51077.0 %70.6 %7,779 53,587 40,453 2012
(Capitol Tower)
41250 H Street, NWWashington, D.C.Office196,49062.2 %62.2 %7,379 75,543 34,857 1998
Total Same Properties8 1,520,94482.0 %78.2 %$57,578 $409,307 $234,908 
(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
6/30/20233/31/202312/31/20229/30/20226/30/2022
Properties
Total square feet
1,521 1,507 1,507 1,507 1,507 
Percentage leased82.0 %81.6 %82.8 %83.4 %84.8 %
Percentage commenced78.2 %77.0 %78.7 %80.8 %82.9 %
Total Leases
Square feet68 60 76 55 34 
Lease term (years)4.9 5.8 6.1 4.4 6.0 
Starting cash rent$48.34 $61.15 $47.43 $46.88 $42.28 
Percent change in cash rent (1)
(0.7)%3.6 %0.4 %(3.3)%4.9 %
Percent change in GAAP rent (1)
15.3 %13.8 %3.6 %2.2 %9.6 %
Total TI & LC per square foot (2)
$43.44 $64.87 $54.55 $29.49 $66.31 
Total TI & LC per sq. ft. per year of lease term (2)
$8.92 $11.22 $8.91 $6.73 $10.98 
Renewal Leases
Square feet54 37 30 30 
Lease term (years)4.7 5.3 3.2 3.5 1.3 
Starting cash rent$49.63 $63.26 $45.11 $49.67 $41.14 
Percent change in cash rent (1)
(0.7)%4.8 %(2.9)%(3.3)%4.9 %
Percent change in GAAP rent (1)
15.3 %16.8 %(1.6)%2.2 %9.6 %
Total TI & LC per square foot (2)
$25.17 $58.65 $7.56 $18.53 $2.22 
Total TI & LC per sq. ft. per year of lease term (2)
$5.40 $11.00 $2.39 $5.34 $1.73 
New Leases
Square feet14 23 46 25 28 
Lease term (years)5.7 6.5 8.1 5.5 7.0 
Starting cash rent$43.34 $57.87 $48.96 $43.45 $42.51 
Percent change in cash rent (1)
— 1.5 %3.4 %— — 
Percent change in GAAP rent (1)
— 8.9 %8.6 %— — 
Total TI & LC per square foot (2)
$114.17 $74.56 $85.43 $42.92 $79.53 
Total TI & LC per sq. ft. per year of lease term (2)
$20.15 $11.50 $10.59 $7.81 $11.33 
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
EXPENDITURES6/30/20233/31/202312/31/20229/30/20226/30/2022
Tenant improvements$1,351 $1,757 $822 $557 $1,447 
Leasing costs
673 1,162 977 501 831 
Building improvements (1)
533 195 231 59 42 
Total capital expenditures$2,557 $3,114 $2,030 $1,117 $2,320 
Average square feet during period
1,514 1,507 1,507 1,507 1,507 
Building improvements per average total sq. ft. during period
$0.35 $0.13 $0.15 $0.04 $0.03 
CAPITAL SUMMARYThree Months Ended
SAME PROPERTY LEASING COMMITMENTSJune 30, 2023
New LeasesRenewal LeasesTotal
Square feet leased during the period14 54 68 
Total TI & LC (2)
$1,598 $1,359 $2,957 
Total TI & LC per square foot (2)
$114.17 $25.17 $43.44 
Weighted average lease term by square foot (years)5.7 4.7 4.9 
Total TI & LC per square foot per year of lease term (2)
$20.15 $5.40 $8.92 
(1)Tenant-funded capital expenditures are excluded.
(2)Includes tenant improvements (TI) and leasing commissions (LC).

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TENANTS REPRESENTING 2.5% OR MORE OF ANNUALIZED RENTAL REVENUE
As of June 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.80 6.4 %5.9 %0.5
Salesforce.com, Inc.66 5.3 %5.4 %2.4
KPMG, LLP66 5.3 %4.9 %5.9
Crowdstrike, Inc.48 3.8 %3.8 %6.7
CBRE, Inc.41 3.3 %3.7 %4.8
RSM US LLP32 2.6 %3.3 %8.9
SonarSource US, Inc.28 2.2 %3.0 %4.2
Alden Torch Financial, LLC35 2.8 %2.7 %3.7
Wunderman Thompson, LLC24 1.9 %2.5 %4.1
Total420 33.6 %35.2 %4.2

(1)
Square footage as of June 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.

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SAME PROPERTY LEASE EXPIRATION SCHEDULE
As of June 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
20238483.8 %3.8 %$2,219 3.9 %3.9 %
20241719215.4 %19.2 %8,464 14.7 %18.6 %
20251217814.3 %33.5 %8,404 14.6 %33.2 %
20269725.8 %39.3 %3,703 6.4 %39.6 %
20271622618.0 %57.3 %11,043 19.2 %58.8 %
20281112810.3 %67.6 %6,101 10.5 %69.3 %
2029814211.4 %79.0 %6,114 10.6 %79.9 %
2030613110.5 %89.5 %5,458 9.5 %89.4 %
20313383.0 %92.5 %1,702 3.0 %92.4 %
20321322.6 %95.1 %1,908 3.3 %95.7 %
Thereafter5614.9 %100.0 %2,462 4.3 %100.0 %
    Total961,248100.0 %$57,578 100.0 %
Weighted average remaining
    lease term (in years)4.2 4.2 
(1)
Leased square footage as of June 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.

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COMMON & POTENTIAL COMMON SHARES
(Unaudited, share amounts in thousands)
Three Months EndedSix Months Ended
June 30,June 30,
Weighted Average Share Calculation - GAAP EPS2023202220232022
Weighted average common shares outstanding - basic (1)
109,839 112,005 109,779 112,868 
Weighted average dilutive RSUs and maket-based LTIP Units (2)
1,398 1,375 1,490 917 
Weighted average common shares outstanding - diluted (1)
111,237 113,380 111,269 113,785 
Three Months EndedSix Months Ended
June 30,June 30,
Weighted Average Share and Unit Calculation - FFO and Normalized FFO per share and unit2023202220232022
Weighted average EQC common shares outstanding (1)
109,839 112,005 109,779 112,868 
Weighted average Operating Partnership Units outstanding (3)
235 224 231 223 
Weighted average time-based LTIP Units (2)(3)
122 53 110 49 
Weighted average common shares and units outstanding - basic (1)
110,196 112,282 110,120 113,140 
Weighted average dilutive RSUs and market-based LTIP Units (2)
1,398 1,375 1,490 917 
Weighted average common shares and units outstanding - diluted (1)
111,594 113,657 111,610 114,057 
Rollforward of Share Count to June 30, 2023
Series D Preferred Shares (4)
EQC Common Shares (5)
Outstanding on December 31, 20224,915 109,428 
Share-based compensation grants and vesting, net (6)
— 302 
Outstanding on June 30, 2023
4,915 109,730 
Common shares issuable from RSUs, Operating Partnership Units, and LTIP Units as measured on June 30, 2023 (2)
1,891 
Potential common shares as measured on June 30, 2023 (7)
111,621 
(1)
Weighted average common shares outstanding for the three months ended June 30, 2023 and 2022 includes 131 and 86 unvested, earned RSUs, respectively. Weighted average common shares outstanding for the six months ended June 30, 2023 and 2022 includes 122 and 124 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 June 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 June 30, 2023 include unvested earned RSUs. The 4,915 series D preferred shares outstanding that were convertible into 4,032 common shares as of June 30, 2023 are excluded.
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DEFINITIONS
Annualized Rental Revenue
Annualized Rental Revenue is annualized contractual rents from our tenants pursuant to leases which have commenced as of June 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.
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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 April 1, 2022 through June 30, 2023. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 2022 through June 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 April 1, 2022 through June 30, 2023. Our year-to-date same property portfolio is comprised of those properties continuously owned from January 1, 2022 through June 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.


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