0000803649false00008036492023-02-082023-02-080000803649us-gaap:CommonClassAMember2023-02-082023-02-080000803649us-gaap:SeriesDPreferredStockMember2023-02-082023-02-08



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): February 8, 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 2100,Chicago,IL

60606
(Address of Principal Executive Offices)(Zip Code)
(312) 646-2800
(Registrant’s Telephone Number, Including Area Code)

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 February 8, 2023, Equity Commonwealth, or the Company, issued a press release setting forth the Company’s results of operations and financial condition for the quarter and year ended December 31, 2022, and also provided certain supplemental operating and financial information for the quarter and year ended December 31, 2022.  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         Press Release Dated February 8, 2023.
99.2         Full Year 2022 Supplemental Operating and Financial Information.
104     The 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: February 8, 2023
Exhibit 99.1
earningslogoa15.jpg
Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606


Equity Commonwealth Reports Fourth Quarter and Full Year 2022 Results

Chicago – February 8, 2023 – Equity Commonwealth (NYSE: EQC) today reported financial results for the quarter and year ended December 31, 2022.

Financial results for the quarter ended December 31, 2022
Net income attributable to common shareholders was $18.9 million, or $0.17 per diluted share, for the quarter ended December 31, 2022. This compares to net loss attributable to common shareholders of $3.6 million, or $0.03 per diluted share, for the quarter ended December 31, 2021. 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 December 31, 2022, were $23.5 million, or $0.21 per diluted share. This compares to FFO for the quarter ended December 31, 2021 of $0.7 million, or $0.01 per diluted share. The following items impacted FFO for the quarter ended December 31, 2022, compared to the corresponding 2021 period:

•$0.20 per diluted share increase in interest and other income, net; and
•$0.01 per diluted share increase in same property NOI.

Normalized FFO was $23.9 million, or $0.21 per diluted share, for the quarter ended December 31, 2022. This compares to Normalized FFO for the quarter ended December 31, 2021 of $0.4 million, or $0.00 per diluted share. The following items impacted Normalized FFO for the quarter ended December 31, 2022, compared to the corresponding 2021 period:

•$0.20 per diluted share increase in interest and other income, net; and
•$0.01 per diluted share increase in same property NOI.

Same property results for the quarter ended December 31, 2022
The company’s 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 82.8% leased as of December 31, 2022, compared to 83.4% as of September 30, 2022, and 82.3% as of December 31, 2021.
•The same property portfolio commenced occupancy was 78.7% as of December 31, 2022, compared to 80.8% as of September 30, 2022, and 79.2% as of December 31, 2021.
•Same property NOI increased 14.5% when compared to the same period in 2021, primarily due to higher parking revenue and higher lease termination fees.
•Same property cash NOI increased 14.9% when compared to the same period in 2021, primarily due higher parking revenue and a decrease in free rent.
•The company entered into leases for approximately 76,000 square feet, including renewal leases for approximately 30,000 square feet and new leases for approximately 46,000 square feet.
•The GAAP rental rate on new and renewal leases was 3.6% higher compared to the prior GAAP rental rate for the same space.
•The cash rental rate on new and renewal leases was 0.4% higher compared to the prior cash rental rate for the same space.

1

The definitions and reconciliations of same property NOI and same property cash NOI to net income (loss), 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 October 1, 2021 through December 31, 2022.

Financial results for the year ended December 31, 2022
Net income attributable to common shareholders was $29.3 million, or $0.26 per diluted share, for the year ended December 31, 2022. This compares to net loss attributable to common shareholders of $24.4 million, or $0.20 per diluted share, for the year ended December 31, 2021. The increase in net income was primarily due to an increase in interest income from higher average interest rates.

FFO for the year ended December 31, 2022, was $46.9 million, or $0.41 per diluted share. This compares to FFO for the year ended December 31, 2021 of $(6.8) million, or $(0.06) per diluted share. The following items impacted FFO for the year ended December 31, 2022, compared to the corresponding 2021 period:

•$0.35 per diluted share increase in interest income and other, net;
•$0.06 per diluted share decrease in general and administrative expense, including executive severance;
•$0.05 per diluted share increase in same property NOI; and
•$0.01 per diluted share increase in NOI from properties sold.

Normalized FFO was $47.2 million, or $0.42 per diluted share, for the year ended December 31, 2022. This compares to Normalized FFO for the year ended December 31, 2021 of $(1.3) million, or $(0.01) per diluted share. The following items impacted Normalized FFO for the year ended December 31, 2022, compared to the corresponding 2021 period:

•$0.36 per diluted share increase in interest income and other, net;
•$0.06 per diluted share increase in same property cash NOI and lease termination fees; and
•$0.01 per diluted share increase in NOI from properties sold.

As of December 31, 2022, the company’s cash and cash equivalents balance was $2.6 billion.

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 company’s operating performance. Definitions of FFO, Normalized FFO and reconciliations to net income (loss), determined in accordance with U.S. generally accepted accounting principles, or GAAP, are included at the end of this press release.

Same property results for the year ended December 31, 2022
The company’s same property portfolio at the end of the year consisted of 4 properties totaling 1.5 million square feet. Operating results were as follows:
•Same property NOI increased 17.0% when compared to the same period in 2021, primarily due to the collection of $1.9 million of a previously reserved receivable in the year ended December 31, 2022, higher parking revenue and higher lease termination fees.
•Same property cash NOI increased 19.1% when compared to the same period in 2021, primarily due to the collection of the previously reserved receivable described above, higher parking revenue and a decrease in free rent.
•Excluding the collection of the previously reserved receivable, same property NOI and same property cash NOI increased 11.1% and 12.8%, respectively, when compared to the same period in 2021.
•The company entered into leases for approximately 205,000 square feet, including renewal leases for approximately 96,000 square feet and new leases for approximately 109,000 square feet.
•The GAAP rental rate on new and renewal leases was 3.8% higher compared to the prior GAAP rental rate for the same space.
•The cash rental rate on new and renewal leases was 0.3% higher 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 (loss), determined in accordance with GAAP, are included at the end of this press release. The same property portfolio at the end of the year included properties continuously owned from January 1, 2021 through December 31, 2022.

2

Significant events during the year ended December 31, 2022
•On March 15, 2022, the Board of Trustees authorized the repurchase, through June 30, 2023, of an additional $150 million of its outstanding common shares under the company’s existing share repurchase program.
•On September 8, 2022, the company declared a special, one-time cash distribution of $1.00 per common share, which was paid on October 18, 2022 to shareholders of record on September 29, 2022.
•During the year ended December 31, 2022, the company repurchased 6,110,646 of its common shares at a weighted average dividend adjusted price of $24.64 per share, for a total investment of $155.5 million. The company has $120.4 million of remaining authorization available under its share repurchase program, as of February 7, 2023.

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

A copy of EQC’s Full Year 2022 Supplemental Operating and Financial Information is available in the Investor Relations section of EQC’s 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 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)

December 31,
ASSETS20222021
Real estate properties:
Land$44,060 $44,060 
Buildings and improvements364,063 362,042 
408,123 408123000406,102 
Accumulated depreciation(169,530)(156,439)
238,593 249,663 
Cash and cash equivalents2,582,222 2,800,998 
Rents receivable16,009 15,549 
Other assets, net18,061 15,173 
Total assets$2,854,885 2854885000$3,081,383 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$25,935 $19,762 
Rent collected in advance2,355 3,986 
Distributions payable2,863 2,365 
Total liabilities$31,153 $26,113 
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; 109,428,252 and 115,205,818 shares issued and outstanding, respectively1,094 1,152 
Additional paid in capital3,979,566 4,128,656 
Cumulative net income3,835,815 3,798,552 
Cumulative common distributions(4,393,522)(4,281,195)
Cumulative preferred distributions(725,688)(717,700)
Total shareholders’ equity2,816,528 3,048,728 
Noncontrolling interest7,204 6,542 
Total equity$2,823,732 $3,055,270 
Total liabilities and equity$2,854,885 $3,081,383 




4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)


Three Months EndedYear Ended
December 31,December 31,
2022202120222021
Revenues:
Rental revenue$14,628 $13,503 $58,763 $54,927 
Other revenue (1)
1,159 892 4,377 3,075 
Total revenues$15,787 $14,395 $63,140 $58,002 
Expenses:
Operating expenses$6,986 $6,582 $24,184 $25,893 
Depreciation and amortization4,634 4,403 17,810 17,774 
General and administrative7,137 6,753 30,378 37,444 
Total expenses$18,757 $17,738 $72,372 $81,111 
Interest and other income, net24,263 1,732 46,945 6,800 
Gain on sale of properties, net7 — 97 — 
Income (loss) before income taxes21,300 (1,611)37,810 (16,309)
Income tax expense(372)(26)(453)(120)
Net income (loss)$20,928 $(1,637)$37,357 $(16,429)
Net (income) loss attributable to noncontrolling interest(53)3 (94)33 
Net income (loss) attributable to Equity Commonwealth$20,875 $(1,634)$37,263 $(16,396)
Preferred distributions(1,997)(1,997)(7,988)(7,988)
Net (loss) income attributable to Equity Commonwealth common shareholders$18,878 $(3,631)$29,275 $(24,384)
Weighted average common shares outstanding — basic (2)
109,695 119,285 111,674 121,411 
Weighted average common shares outstanding — diluted (2)(3)
111,171 119,285 112,825 121,411 
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic$0.17 $(0.03)$0.26 $(0.20)
Diluted
$0.17 $(0.03)$0.26 $(0.20)
(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 December 31, 2022 and 2021 includes 86 and 260 unvested, earned RSUs, respectively. Weighted average common shares outstanding for the year ended December 31, 2022 and 2021 includes 105 and 256 unvested, earned RSUs, respectively.
(3)As of December 31, 2022, we had 4,915 series D preferred shares outstanding. The series D preferred shares were convertible into 3,365 common shares as of December 31, 2022 and 3,237 common shares as of December 31, 2021. The series D preferred shares are antidilutive for GAAP EPS for the three months and years ended December 31, 2022 and 2021.

5
CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands, except per share data)


Three Months EndedYear Ended
December 31,December 31,
2022202120222021
Calculation of FFO
Net income (loss)$20,928 $(1,637)$37,357 $(16,429)
Real estate depreciation and amortization4,594 4,361 17,652 17,593 
Gain on sale of properties, net(7)— (97)— 
FFO attributable to Equity Commonwealth25,515 255150002,724 54,912 1,164 
Preferred distributions(1,997)(1,997)(7,988)(7,988)
FFO attributable to EQC common shareholders and unitholders$23,518 $727 $46,924 $(6,824)
Calculation of Normalized FFO
FFO attributable to EQC common shareholders and unitholders$23,518 $727 $46,924 $(6,824)
Straight-line rent adjustments389 (130)238 (1,407)
Sold property expense included in interest and other income, net— (225)— (225)
Executive severance expense— — — 7,107 
Normalized FFO attributable to EQC common shareholders and unitholders$23,907 23907000$372 $47,162 $(1,349)
Weighted average common shares and units outstanding -- basic (1)
109,975 119,532 111,950 121,656 
Weighted average common shares and units outstanding -- diluted (1)
111,451 119,958 113,101 121,656 
 FFO attributable to EQC common shareholders and unitholders per share and unit -- basic$0.21 $0.01 $0.42 $(0.06)
FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted$0.21 $0.01 $0.41 $(0.06)
 Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- basic$0.22 $0.00 $0.42 $(0.01)
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted$0.21 $0.00 $0.42 $(0.01)
(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 December 31, 2022 and 2021 include 280 and 247 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 year ended December 31, 2022 and 2021 include 276 and 245 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)

Three Months Ended
12/31/20229/30/20226/30/20223/31/202212/31/2021
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$14,628 $13,869 $14,426 $15,840 $13,503 
Other revenue (1)
1,159 1,257 1,115 846 892 
Operating expenses(6,986)(6,073)(6,592)(4,533)(6,582)
NOI$8,801 $9,053 $8,949 $12,153 $7,813 
Straight-line rent adjustments389 (61)(100)10 (130)
Lease termination fees(743)(259)(177)(325)(209)
Cash Basis NOI$8,447 $8,733 $8,672 $11,838 $7,474 
Cash Basis NOI from non-same properties (2)
14 48 27 (1,699)(111)
Same Property Cash Basis NOI$8,461 $8,781 $8,699 $10,139 $7,363 
Non-cash rental income and lease termination fees from same properties354 320 277 315 338 
Same Property NOI$8,815 $9,101 $8,976 $10,454 $7,701 
Reconciliation of Same Property NOI to GAAP Net Income (Loss):
Same Property NOI$8,815 $9,101 $8,976 $10,454 $7,701 
Non-cash rental income and lease termination fees from same properties (354)(320)(277)(315)(338)
Same Property Cash Basis NOI$8,461 $8,781 $8,699 $10,139 $7,363 
Cash Basis NOI from non-same properties (2)
(14)(48)(27)1,699 111 
Cash Basis NOI$8,447 $8,733 $8,672 $11,838 $7,474 
Straight-line rent adjustments(389)61 100 (10)130 
Lease termination fees743 259 177 325 209 
NOI$8,801 $9,053 $8,949 $12,153 $7,813 
Depreciation and amortization(4,634)(4,451)(4,313)(4,412)(4,403)
General and administrative (7,137)(7,593)(7,646)(8,002)(6,753)
Interest and other income, net24,263 15,145 5,963 1,574 1,732 
Gain on sale of properties, net7 90 — — — 
Income (loss) before income taxes$21,300 $12,244 $2,953 $1,313 $(1,611)
Income tax expense(372)(23)(50)(8)(26)
Net income (loss)$20,928 $12,221 $2,903 $1,305 $(1,637)
(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 Year Ended December 31,
20222021
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$58,763 $54,927 
Other revenue (1)
4,377 3,075 
Operating expenses(24,184)(25,893)
NOI$38,956 $32,109 
Straight-line rent adjustments238 (1,407)
Lease termination fees(1,504)(216)
Cash Basis NOI$37,690 $30,486 
Cash Basis NOI from non-same properties (2)
(1,610)(201)
Same Property Cash Basis NOI$36,080 $30,285 
Non-cash rental income and lease termination fees from same properties1,266 1,622 
Same Property NOI$37,346 $31,907 
 Reconciliation of Same Property NOI to GAAP Net Income (Loss):
Same Property NOI$37,346 $31,907 
Non-cash rental income and lease termination fees from same properties (1,266)(1,622)
Same Property Cash Basis NOI$36,080 $30,285 
Cash Basis NOI from non-same properties (2)
1,610 201 
Cash Basis NOI$37,690 $30,486 
Straight-line rent adjustments(238)1,407 
Lease termination fees1,504 216 
NOI$38,956 38956000$32,109 
Depreciation and amortization(17,810)(17,774)
General and administrative (30,378)(37,444)
Interest and other income, net46,945 6,800 
Gain on sale of properties, net97 — 
Income (loss) before income taxes$37,810 $(16,309)
Income tax expense(453)(120)
Net income (loss)$37,357 $(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.
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 October 1, 2021 through December 31, 2022. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 2021 through December 31, 2022. 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.

9
Exhibit 99.2


eqcsitebannerfebruary2020.jpg

Equity Commonwealth
Supplemental Operating
and Financial Information

Full Year 2022

eqcblueboxonlya05.jpg

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
41,507,37982.8%78.7%

 NYSE Trading Symbols
 Common Stock: EQC
 Preferred Stock Series D: EQCpD

Board of Trustees
 Sam Zell (Chairman) David A. Helfand Gerald A. Spector
 Ellen-Blair Chube Peter Linneman (Lead Independent Trustee) James A. Star
 Martin L. Edelman Mary Jane Robertson

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(416) 369-2140camille.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
12/31/20229/30/20226/30/20223/31/202212/31/2021
OPERATING INFORMATION
Ending property count4 4 4 4 4 
Ending square footage1,507 1,507 1,507 1,507 1,507 
Percent leased82.8 %83.4  %84.8  %83.3  %82.3  %
Percent commenced78.7 %80.8  %82.9  %79.5  %79.2  %
Net income (loss) attributable to EQC common shareholders$18,878 $10,193 $899 $(695)$(3,631)
Adjusted EBITDAre (1)
25,927 16,605 7,266 5,725 2,792 
SAME PROPERTY OPERATING INFORMATION
Ending square footage1,507 1,507 1,507 1,507 1,507 
Percent leased82.8 %83.4 %84.8 %83.3 %82.3 %
Percent commenced78.7 %80.8 %82.9 %79.5 %79.2 %
Same Property NOI (1)
8,815 9,101 8,976 10,454 7,701 
Same Property Cash Basis NOI (1)
8,461 8,781 8,699 10,139 7,363 
Same Property NOI margin55.8 %60.2 %57.8 %62.1 %53.6 %
Same Property Cash Basis NOI margin54.8 %59.3 %57.0 %61.4 %52.5 %
SHARES OUTSTANDING AND PER SHARE DATA (2)
Shares Outstanding at End of Period
Common shares outstanding109,428 110,652 111,242 112,670 115,206 
Dilutive restricted share units (RSUs), Operating Partnership Units, and LTIP Units (2)
1,842 1,657 1,741 822 933 
Preferred shares outstanding (3)
4,915 4,915 4,915 4,915 4,915 
Weighted Average Shares Outstanding - GAAP
Basic (4)
109,695 111,305 112,005 113,740 119,285 
Diluted (4)
111,171 112,596 113,380 113,740 119,285 
Distributions Declared Per Common Share$— $1.00 $— $— $— 
BALANCE SHEET
Total assets$2,854,885 $2,968,520 $2,968,480 $3,000,018 $3,081,383 
Total liabilities31,153 137,925 22,658 19,751 26,113 
MARKET CAPITALIZATION
Market value of preferred shares$123,126 $128,631 $128,090 $135,414 $145,981 
Market value of diluted common shares2,778,412 2,735,847 3,110,422 3,201,609 3,008,000 
Total market capitalization$2,901,538 $2,864,478 $3,238,512 $3,337,023 $3,153,981 
(1)Non-GAAP financial measures are defined and reconciled to the most directly comparable GAAP measure herein.
(2)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.
(3)As of December 31 2022, we had 4,915 series D preferred shares outstanding that were convertible into 3,365 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.
(4)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)
December 31,
ASSETS20222021
Real estate properties:
Land$44,060 $44,060 
Buildings and improvements364,063 362,042 
408,123 406,102 
Accumulated depreciation(169,530)(156,439)
238,593 249,663 
Cash and cash equivalents2,582,222 2,800,998 
Rents receivable
16,009 15,549 
Other assets, net18,061 15,173 
Total assets$2,854,885 $3,081,383 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$25,935 $19,762 
Rent collected in advance2,355 3,986 
Distributions payable2,863 2,365 
Total liabilities$31,153 $26,113 
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; 109,428,252 and 115,205,818 shares issued and outstanding, respectively1,094 1,152 
Additional paid in capital3,979,566 4,128,656 
Cumulative net income3,835,815 3,798,552 
Cumulative common distributions(4,393,522)(4,281,195)
Cumulative preferred distributions(725,688)(717,700)
Total shareholders’ equity2,816,528 3,048,728 
Noncontrolling interest7,204 6,542 
Total equity$2,823,732 $3,055,270 
Total liabilities and equity$2,854,885 $3,081,383 

5
ADDITIONAL BALANCE SHEET INFORMATION
(Unaudited, amounts in thousands)
December 31,
Additional Balance Sheet Information20222021
Straight-line rents receivable$14,901 $15,140 
Accounts receivable1,108 409 
Rents receivable$16,009 $15,549 
Capitalized lease incentives, net$1,479 $1,306 
Deferred leasing costs, net10,714 10,394 
Other5,868 3,473 
Other assets, net$18,061 $15,173 
Accounts payable$2,884 $2,696 
Accrued taxes10,948 6,328 
Accrued capital expenditures934 509 
Accrued leasing costs389 154 
Security deposits2,652 2,192 
Other accrued liabilities8,128 7,883 
Accounts payable, accrued expenses and other$25,935 $19,762 

6

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, amounts in thousands, except per share data)
Three Months EndedYear Ended
December 31,December 31,
2022202120222021
Revenues:
Rental revenue$14,628 $13,503 $58,763 $54,927 
Other revenue (1)
1,159 892 4,377 3,075 
Total revenues$15,787 $14,395 $63,140 $58,002 
Expenses:
Operating expenses$6,986 $6,582 $24,184 $25,893 
Depreciation and amortization4,634 4,403 17,810 17,774 
General and administrative7,137 6,753 30,378 37,444 
Total expenses$18,757 $17,738 $72,372 $81,111 
Interest and other income, net24,263 1,732 46,945 6,800 
Gain on sale of properties, net7 — 97 — 
Income (loss) before income taxes21,300 (1,611)37,810 (16,309)
Income tax expense(372)(26)(453)(120)
Net income (loss)$20,928 $(1,637)$37,357 $(16,429)
Net (income) loss attributable to noncontrolling interest(53)3 (94)33 
Net income (loss) attributable to Equity Commonwealth$20,875 $(1,634)$37,263 $(16,396)
Preferred distributions
(1,997)(1,997)(7,988)(7,988)
Net income (loss) attributable to Equity Commonwealth common shareholders$18,878 $(3,631)$29,275 $(24,384)
Weighted average common shares outstanding — basic (2)
109,695 119,285 111,674 121,411 
Weighted average common shares outstanding — diluted (2)
111,171 119,285 112,825 121,411 
Earnings per common share attributable to Equity Commonwealth common shareholders:
Basic$0.17 $(0.03)$0.26 $(0.20)
Diluted$0.17 $(0.03)$0.26 $(0.20)
(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)
Three Months Ended
12/31/20229/30/20226/30/20223/31/202212/31/2021
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$14,628 $13,869 $14,426 $15,840 $13,503 
Other revenue (1)
1,159 1,257 1,115 846 892 
Operating expenses(6,986)(6,073)(6,592)(4,533)(6,582)
NOI$8,801 $9,053 $8,949 $12,153 $7,813 
Straight-line rent adjustments389 (61)(100)10 (130)
Lease termination fees(743)(259)(177)(325)(209)
Cash Basis NOI$8,447 $8,733 $8,672 $11,838 $7,474 
Cash Basis NOI from non-same properties (2)
14 48 27 (1,699)(111)
Same Property Cash Basis NOI$8,461 $8,781 $8,699 $10,139 $7,363 
Non-cash rental income and lease termination fees from same properties354 320 277 315 338 
Same Property NOI$8,815 $9,101 $8,976 $10,454 $7,701 
Reconciliation of Same Property NOI to GAAP Net Income (Loss):
Same Property NOI$8,815 $9,101 $8,976 $10,454 $7,701 
Non-cash rental income and lease termination fees from same properties (354)(320)(277)(315)(338)
Same Property Cash Basis NOI$8,461 $8,781 $8,699 $10,139 $7,363 
Cash Basis NOI from non-same properties (2)
(14)(48)(27)1,699 111 
Cash Basis NOI$8,447 $8,733 $8,672 $11,838 $7,474 
Straight-line rent adjustments(389)61 100 (10)130 
Lease termination fees743 259 177 325 209 
NOI$8,801 $9,053 $8,949 $12,153 $7,813 
Depreciation and amortization(4,634)(4,451)(4,313)(4,412)(4,403)
General and administrative (7,137)(7,593)(7,646)(8,002)(6,753)
Interest and other income, net24,263 15,145 5,963 1,574 1,732 
Gain on sale of properties, net7 90 — — — 
Income (loss) before income taxes$21,300 $12,244 $2,953 $1,313 $(1,611)
Income tax expense(372)(23)(50)(8)(26)
Net income (loss)$20,928 $12,221 $2,903 $1,305 $(1,637)
(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 Year Ended December 31,
20222021
Calculation of Same Property NOI and Same Property Cash Basis NOI:
Rental revenue$58,763 $54,927 
Other revenue (1)
4,377 3,075 
Operating expenses(24,184)(25,893)
NOI$38,956 $32,109 
Straight-line rent adjustments238 (1,407)
Lease termination fees(1,504)(216)
Cash Basis NOI$37,690 $30,486 
Cash Basis NOI from non-same properties (2)
(1,610)(201)
Same Property Cash Basis NOI$36,080 $30,285 
Non-cash rental income and lease termination fees from same properties
1,266 1,622 
Same Property NOI$37,346 $31,907 
Reconciliation of Same Property NOI to GAAP Net Income (Loss):
Same Property NOI$37,346 $31,907 
Non-cash rental income and lease termination fees from same properties
(1,266)(1,622)
Same Property Cash Basis NOI$36,080 $30,285 
Cash Basis NOI from non-same properties (2)
1,610 201 
Cash Basis NOI$37,690 $30,486 
Straight-line rent adjustments(238)1,407 
Lease termination fees1,504 216 
NOI$38,956 $32,109 
Depreciation and amortization(17,810)(17,774)
General and administrative(30,378)(37,444)
Interest and other income, net46,945 6,800 
Gain on sale of properties, net97 — 
Income (loss) before income taxes$37,810 $(16,309)
Income tax expense(453)(120)
Net income (loss)$37,357 $(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 December 31,
As of and for the Year Ended December 31,
20222021% Change20222021% Change
Properties4 4 4 4 
Square Feet1,507 1,507 1,507 1,507 
% Leased82.8 %82.3 %0.5  %82.8 %82.3 %0.5  %
% Commenced78.7 %79.2 %(0.5) %78.7 %79.2 %(0.5) %
Rental revenue
$14,275 $13,167 8.4  %$57,646 $53,165 8.4  %
Other revenue (1)
1,159 865 34.0  %4,362 3,047 43.2  %
Straight-line rent adjustments
(389)130 (238)1,407 
Lease termination fees
743 208 1,504 215 
Total revenue
15,788 14,370 9.9  %63,274 57,834 9.4  %
Operating expenses
(6,973)(6,669)4.6  %(25,928)(25,927)0.0  %
NOI
$8,815 $7,701 14.5  %$37,346 $31,907 17.0  %
NOI Margin
55.8  %53.6  %59.0  %55.2  %
Straight-line rent adjustments
389 (130)238 (1,407)
Lease termination fees
(743)(208)(1,504)(215)
Cash Basis NOI$8,461 $7,363 14.9  %$36,080 $30,285 19.1  %
Cash Basis NOI Margin
54.8  %52.5  %58.2  %53.9  %
(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 EndedYear Ended
December 31,December 31,
2022202120222021
Net income (loss)$20,928 $(1,637)$37,357 $(16,429)
Income tax expense
372 26 453 120 
Depreciation and amortization
4,634 4,403 17,810 17,774 
EBITDA
$25,934 $2,792 $55,620 $1,465 
Gain on sale of properties, net
(7)— (97)— 
EBITDAre
$25,927 $2,792 $55,523 $1,465 
Adjustments to EBITDAre:
Executive severance expense— — — 7,107 
Adjusted EBITDAre$25,927 $2,792 $55,523 $8,572 



11

CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO
(Unaudited, amounts in thousands, except per share data)
Three Months EndedYear Ended
December 31,December 31,
2022202120222021
Calculation of FFO
Net income (loss)$20,928 $(1,637)$37,357 $(16,429)
Real estate depreciation and amortization4,594 4,361 17,652 17,593 
Gain on sale of properties, net(7)— (97)— 
FFO attributable to Equity Commonwealth25,515 2,724 54,912 1,164 
Preferred distributions(1,997)(1,997)(7,988)(7,988)
FFO attributable to EQC common shareholders and unitholders$23,518 $727 $46,924 $(6,824)
Calculation of Normalized FFO
FFO attributable to EQC common shareholders and unitholders$23,518 $727 $46,924 $(6,824)
Straight-line rent adjustments389 (130)238 (1,407)
Sold property expense included in interest and other income, net— (225)— (225)
Executive severance expense— — — 7,107 
Normalized FFO attributable to EQC common shareholders and unitholders$23,907 $372 $47,162 $(1,349)
Weighted average common shares and units outstanding -- basic (1)
109,975 119,532 111,950 121,656 
Weighted average common shares and units outstanding -- diluted (1)
111,451 119,958 113,101 121,656 
 FFO attributable to EQC common shareholders and unitholders per share and unit -- basic$0.21 $0.01 $0.42 $(0.06)
FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted$0.21 $0.01 $0.41 $(0.06)
 Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- basic$0.22 $0.00 $0.42 $(0.01)
Normalized FFO attributable to EQC common shareholders and unitholders per share and unit -- diluted$0.21 $0.00 $0.42 $(0.01)
(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 December 31, 2022 and 2021 include 280 and 247 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 year ended December 31, 2022 and 2021 include 276 and 245 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 December 31, 2022
(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, COOffice1 695,37293.5 %91.4 %$29,062 $175,914 $116,201 2009
(17th Street Plaza)
2Bridgepoint SquareAustin, TXOffice5 440,00778.9 %68.0 %13,206 103,183 46,076 1997
3206 East 9th StreetAustin, TXOffice1 175,51070.6 %70.6 %7,837 52,466 40,128 2012
(Capitol Tower)
41250 H Street, NWWashington, D.C.Office1 196,49065.1 %65.1 %7,607 76,560 36,188 1998
Total Same Properties81,507,379 82.8 %78.7 %$57,712 $408,123 $238,593 
(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
12/31/20229/30/20226/30/20223/31/202212/31/2021
Properties4 4 4 4 4 
Total square feet1,507 1,507 1,507 1,507 1,507 
Percentage leased82.8 %83.4 %84.8 %83.3 %82.3 %
Percentage commenced78.7 %80.8 %82.9 %79.5 %79.2 %
Total Leases
Square feet76 55 34 40 51 
Lease term (years)6.1 4.4 6.0 5.2 4.8 
Starting cash rent$47.43 $46.88 $42.28 $52.73 $56.04 
Percent change in cash rent (1)
0.4  %(3.3) %4.9  %2.8  %(0.0) %
Percent change in GAAP rent (1)
3.6  %2.2  %9.6  %5.0  %2.8  %
Total TI & LC per square foot (2)
$54.55 $29.49 $66.31 $35.71 $36.68 
Total TI & LC per sq. ft. per year of lease term (2)
$8.91 $6.73 $10.98 $6.85 $7.71 
Renewal Leases
Square feet30 30 6 30 16 
Lease term (years)3.2 3.5 1.3 4.9 4.8 
Starting cash rent$45.11 $49.67 $41.14 $56.84 $48.78 
Percent change in cash rent (1)
(2.9) %(3.3) %4.9  %2.8  %(1.2) %
Percent change in GAAP rent (1)
(1.6) %2.2  %9.6  %5.0  %(5.3) %
Total TI & LC per square foot (2)
$7.56 $18.53 $2.22 $40.05 $21.57 
Total TI & LC per sq. ft. per year of lease term (2)
$2.39 $5.34 $1.73 $8.11 $4.48 
New Leases
Square feet46 25 28 10 35 
Lease term (years)8.1 5.5 7.0 6.0 4.7 
Starting cash rent$48.96 $4.45 $42.51 $40.84 $59.32 
Percent change in cash rent (1)
3.4  %— — — 0.5  %
Percent change in GAAP rent (1)
8.6  %— — — 6.4  %
Total TI & LC per square foot (2)
$85.43 $42.92 $79.53 $23.12 $43.51 
Total TI & LC per sq. ft. per year of lease term (2)
$10.59 $7.81 $11.33 $3.85 $9.21 
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
(Unaduited, dollars and square feet in thousands)
CAPITAL SUMMARYThree Months Ended
EXPENDITURES12/31/20229/30/20226/30/20223/31/202212/31/2021
Tenant improvements$822 $557 $1,447 $579 $828 
Leasing costs977 501 831 590 695 
Building improvements (1)
231 59 42 265 336 
Total capital expenditures$2,030 $1,117 $2,320 $1,434 $1,859 
Average square feet during period1,507 1,507 1,507 1,507 1,507 
Building improvements per average total sq. ft. during period
$0.15 $0.04 $0.03 $0.18 $0.22 
CAPITAL SUMMARYThree Months Ended
SAME PROPERTY LEASING COMMITMENTSDecember 31, 2022
New LeasesRenewal LeasesTotal
Square feet leased during the period46 30 76 
Total TI & LC (2)
$3,930 $227 $4,157 
Total TI & LC per square foot (2)
$85.43 $7.56 $54.55 
Weighted average lease term by square foot (years)8.1 3.2 6.1 
Total TI & LC per square foot per year of lease term (2)
$10.59 $2.39 $8.91 
(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 December 31, 2022
(Unaudited, square feet in thousands)

Tenant
Square Feet (1)
% of Total Sq. Ft. (1)
% of Annualized Rental RevenueWeighted Average Remaining Lease Term
1 Equinor Energy Services, Inc.80 6.4 %6.1 %1.0
2 
KPMG, LLP(2)
71 5.7 %5.3 %5.8
3 Salesforce.com, Inc.65 5.2 %5.2 %2.9
4 
Crowdstrike, Inc.(3)
36 2.9 %3.9 %1.8
5 CBRE, Inc.40 3.2 %3.6 %5.3
6 RSM US LLP32 2.6 %3.3 %9.4
7 SonarSource US, Inc.28 2.2 %3.0 %4.7
8 Alden Torch Financial, LLC34 2.7 %2.7 %4.2
9 New York Life Insurance Company32 2.6 %2.5 %2.5
10 Comcast Cable Communications30 2.4 %2.5 %4.0
11 Wunderman Thompson, LLC24 1.9 %2.5 %4.6
Total472 37.8 %40.6 %3.9
(1)
Square footage as of December 31, 2022 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 7,000 square feet of KPMG, LLP’s space expiring in 2023 has been backfilled and will expire in 2034. The remaining 64,000 square feet expire in 2029.
(3)Subsequent to December 31, 2022, Crowdstrike, Inc.’s lease was amended to expand the square footage by approximately 11,000 square feet and extend the weighted average remaining term to 7.2 years. The expansion is expected to commence late in 2023.

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SAME PROPERTY LEASE EXPIRATION SCHEDULE
As of December 31, 2022
(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
20231513210.5 %10.5 %$6,174 10.7 %10.7 %
20241722217.8 %28.3 %10,552 18.3 %29.0 %
20251214411.5 %39.8 %6,809 11.8 %40.8 %
20269725.8 %45.6 %3,730 6.5 %47.3 %
20271622718.2 %63.8 %11,008 19.0 %66.3 %
20281112610.1 %73.9 %4,946 8.6 %74.9 %
2029713711.0 %84.9 %6,844 11.9 %86.8 %
20306877.0 %91.9 %3,140 5.4 %92.2 %
20312221.8 %93.7 %590 1.0 %93.2 %
20321322.5 %96.2 %1,877 3.3 %96.5 %
Thereafter4473.8 %100.0 %2,042 3.5 %100.0 %
    Total1001,248100.0 %$57,712 100.0 %
Weighted average remaining
    lease term (in years)4.2 4.1 
(1)
Leased square footage as of December 31, 2022 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 EndedYear Ended
December 31,December 31,
Weighted Average Share Calculation - GAAP EPS2022202120222021
Weighted average common shares outstanding - basic (1)
109,695 119,285 111,674 121,411 
Weighted average dilutive RSUs and market-based LTIP Units (2)
1,476 — 1,151 — 
Weighted average common shares outstanding - diluted (1)
111,171 119,285 112,825 121,411 
Three Months EndedYear Ended
December 31,December 31,
Weighted Average Share and Unit Calculation - FFO and Normalized FFO per share and unit
2022202120222021
Weighted average EQC common shares outstanding (1)
109,695 119,285 111,674 121,411 
Weighted average Operating Partnership Units outstanding (3)
227 223 225 208 
Weighted average time-based LTIP Units (2)(3)
53 24 51 37 
Weighted average common shares and units outstanding -
   basic (1)
109,975 119,532 111,950 121,656 
Weighted average dilutive RSUs and market-based LTIP
   Units (2)
1,476 426 1,151 — 
Weighted average common shares and units outstanding -
   diluted (1)
111,451 119,958 113,101 121,656 
Rollforward of Share Count to December 31, 2022
Series D Preferred Shares (4)
EQC Common Shares (5)
Outstanding on December 31, 2021
4,915 115,206 
Repurchase of common shares— (6,111)
Share-based compensation grants and vesting, net (6)
— 333 
Outstanding on December 31, 2022
4,915 109,428 
Common shares issuable from RSUs, Operating Partnership Units, and LTIP
   Units as measured on December 31, 2022 (2)
1,842 
Potential common shares as measured on December 31, 2022 (7)
111,270 
(1)
Weighted average common shares outstanding for the three months ended December 31, 2022 and 2021 includes 86 and 260 unvested, earned RSUs, respectively. Weighted average common shares outstanding for the year ended December 31, 2022 and 2021 includes 105 and 256 unvested, earned RSUs, respectively.
(2)We have granted RSUs and LTIP Units to certain employees, officers, eligible consultants and trustees. 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 December 31, 2022, we had 4,915 series D preferred shares that were convertible into 3,365 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 FFO per common share and Normalized FFO per common share for all periods presented.
(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 December 31, 2022 include unvested earned RSUs. The 4,915 series D preferred shares outstanding that were convertible into 3,365 common shares as of December 31, 2022 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 December 31, 2022, 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 October 1, 2021 through December 31, 2022. The year-to-date same property versions of these measures include the results of properties continuously owned from January 1, 2021 through December 31, 2022. 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 October 1, 2021 through December 31, 2022. Our year-to-date same property portfolio is comprised of those properties continuously owned from January 1, 2021 through December 31, 2022. 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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