Acquisition / Disposition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________________ FORM 8-K/A Amendment No. 1   ___________________________________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 13, 2011   WASHINGTON REAL ESTATE INVESTMENT TRUST (Exact name of registrant as specified in its charter) MARYLAND   53-0261100 (State of incorporation)   (IRS Employer Identification Number) 6110 EXECUTIVE BOULEVARD, SUITE 800, ROCKVILLE, MARYLAND 20852 (Address of principal executive office) (Zip code) Registrant’s telephone number, including area code: (301) 984-9400 ___________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets. Washington Real Estate Investment Trust (“WRIT”), in order to provide the financial statements required to be included in the Current Report on Form 8-K, filed on September 15, 2011, hereby amends the following items, as set forth in the pages attached hereto. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired 1. 1140 Connecticut Avenue - Audited Statement of Revenues and Certain Operating Expenses for the year ended December 31, 2010. 2. Braddock Metro Center - Audited Statement of Revenues and Certain Operating Expenses for the year ended December 31, 2010 and unaudited Statement of Revenues and Certain Operating Expenses for the nine months ended September 30, 2011. 3. John Marshall II - Audited Statement of Revenues and Certain Operating Expenses for the year ended December 31, 2010 and unaudited Statement of Revenues and Certain Operating Expenses for the nine months ended September 30, 2011. In acquiring the properties listed above, WRIT evaluated among other things, sources of revenue (including but not limited to, competition in the rental market, comparative rents and occupancy rates) and expenses (including but not limited to, utility rates, ad valorem tax rates, maintenance expenses and anticipated capital expenditures). The results of the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. However, after reasonable inquiry, management is not aware of any material factors affecting these properties that would cause the reported financial information not to be indicative of their future operating results. (b) Pro Forma Financial Information The following pro forma financial statements reflecting the property acquisitions listed above (as defined in Regulation S-X) are filed as an exhibit hereto: 1. WRIT Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2010 and the nine months ended September 30, 2011. (c) Exhibits 23. Consent of Baker Tilly Virchow Krause LLC SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WASHINGTON REAL ESTATE INVESTMENT TRUST      By: /s/ Laura M. Franklin                                            Laura M. Franklin Executive Vice President Accounting, Administration and Corporate Secretary Date: November 23, 2011 Independent Auditors’ Report To the Board of Trustees Washington Real Estate Investment Trust Rockville, Maryland We have audited the accompanying Statement of Revenues and Certain Operating Expenses of 1140 Connecticut Avenue (the "Property") for the year ended December 31, 2010. This financial statement is the responsibility of the Property’s management. Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1, and is not intended to be a complete presentation of the Property’s revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Property for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. /s/ Baker Tilly Virchow Krause, LLP Tysons Corner, Virginia November 21, 2011 1140 C ONNECTICUT A VENUE Statement of Revenues and Certain Operating Expenses Year Ended December 31, 2010 (in thousands) Revenues     Base rents   $ 6,637 Parking revenue   743 Expense recoveries   529 Other revenue   8       Total revenues   7,917 Certain Operating Expenses     Real estate taxes   1,265 Contract services   786 Repairs, maintenance and supplies   615 Utilities   557 Other expenses   217 Insurance   77       Total certain operating expenses   3,517       Revenues in Excess of Certain Operating Expenses   $ 4,400 The accompanying notes are an integral part of these financial statements. 1140 C ONNECTICUT A VENUE Notes to the Financial Statement December 31, 2010 N OTE 1 - B ASIS OF P RESENTATION 1140 Connecticut Avenue (the "Property") is an office building consisting of approximately 165,000 square feet of rentable office space, approximately 10,000 square feet of rentable street level retail space, and a three-level parking garage, located at 1140 Connecticut Avenue in Northwest Washington, D.C. Washington Real Estate Investment Trust (“WRIT”) purchased the Property on January 11, 2011. The Statement of Revenues and Certain Operating Expenses (the “Financial Statement”) has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission ("SEC"), which requires certain information with respect to real estate operations acquired to be included with certain filings made by WRIT with the SEC. This financial statement includes the revenue and certain operating expenses of the Property, exclusive of the following expenses which may not be comparable to the future operations: a) Interest expense on mortgages and borrowings, in existence prior to acquisition by WRIT b) Depreciation of property and equipment c) Management and leasing fees d) Certain corporate and administrative expenses e) Provision for income taxes N OTE 2 - S IGNIFICANT A CCOUNTING P OLICIES Revenue Recognition - The Property reports base rental revenue on a straight-line basis over the term of the respective leases. Base rent consists of minimum rental payments made by tenants, adjusted for minimum escalations in annual rent. The Property accounts for leases with its tenants as operating leases as substantially all of the benefits and risks of ownership of the property under lease have not been transferred to the respective tenants. Expense recoveries include real estate taxes and operating expenses and are recognized in the period in which they occur, and are computed based on final operating expenses for the year in accordance with the lease agreements. Parking revenue is recognized as services are rendered. As of December 31, 2010, the occupancy of the building was 97.7 percent. Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated amounts. N OTE 3 - M INIMUM F UTURE L EASE R ENTALS Future minimum base rent due under noncancelable operating leases in effect as of December 31, 2010 and expiring at various dates through 2020, is as follows (in thousands): Year ending December 31, 2011   6,300 2012   6,292 2013   4,991 2014   4,210 2015   3,140 Thereafter   8,507     $ 33,440 1140 C ONNECTICUT A VENUE Notes to the Financial Statement December 31, 2010 N OTE 3 - T ENANT C ONCENTRATION For the year ended December 31, 2010, four tenants accounted for 14 percent, 12 percent, 11 percent and 10 percent of the Property’s base rental revenue, with the respective leases expiring on various dates ranging from 2011 through 2015. N OTE 4 - S UBSEQUENT E VENTS In preparing the financial statement, the management has evaluated subsequent events and updated the financial statement, if appropriate, through November 21, 2011, the date the accompanying financial statements were available to be issued. Independent Auditors’ Report To the Board of Trustees Washington Real Estate Investment Trust Rockville, Maryland We have audited the accompanying Statements of Revenues and Certain Operating Expenses of Braddock Metro Center (the "Property") for the year ended December 31, 2010. These financial statements are the responsibility of the Property’s management. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. The accompanying financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1, and is not intended to be a complete presentation of the Property’s revenues and expenses. In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Property for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. /s/ Baker Tilly Virchow Krause, LLP Tysons Corner, Virginia November 21, 2011 B RADDOCK M ETRO C ENTER Statements of Revenues and Certain Operating Expenses Year Ended December 31, 2010 and the nine months ended September 30, 2011     Year Ended December 31, 2010   Nine Months Ended September 30, 2011 (unaudited)     (in thousands)   (in thousands) Revenues         Base rents   $ 9,506   $ 8,128 Parking revenue   605   462 Expense recoveries   197   88 Other revenue   17   23           Total revenues   10,325   8,701           Certain Operating Expenses         Real estate taxes   889   685 Utilities   866   640 Contract services   637   425 Salaries and wages   535   387 Other expenses   343   207 Repairs, maintenance and supplies   301   187 Insurance   66   105           Total certain operating expenses   3,637   2,636           Revenues in Excess of Certain Operating Expenses   $ 6,688   $ 6,065 The accompanying notes are an integral part of these financial statements. B RADDOCK M ETRO C ENTER Notes to the Financial Statements December 31, 2010 N OTE 1 - B ASIS OF P RESENTATION Braddock Metro Center (the "Property") consists of four office buildings consisting of approximately 345,000 square feet of rentable office space with a two-level parking garage located at 1310, 1320, 1330, and 1340 Braddock Place in Alexandria, Virginia. The operations of the Property primarily consist of leasing office space to fourteen tenants. Washington Real Estate Investment Trust (“WRIT”) purchased the Property on September 13, 2011. The Statements of Revenues and Certain Operating Expenses (the “Financial Statements”) have been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission ("SEC"), which requires certain information with respect to real estate operations acquired to be included with certain filings made by WRIT with the SEC. These Financial Statements include the revenues and certain operating expenses of the Property, exclusive of the following expenses which may not be comparable to the future operations: a) Interest expense on mortgages and borrowings, in existence prior to acquisition by WRIT b) Depreciation of property and equipment c) Management and leasing fees d) Certain corporate and administrative expenses e) Provision for income taxes N OTE 2 - S IGNIFICANT A CCOUNTING P OLICIES Revenue Recognition - The Property reports base rental revenue on a straight-line basis over the term of the respective leases. Base rent consists of minimum rental payments made by tenants, adjusted for minimum escalations in annual rent. The Property accounts for leases with its tenants as operating leases as substantially all of the benefits and risks of ownership of the property under lease have not been transferred to the respective tenants. Expense recoveries include real estate taxes and operating expenses and are recognized in the period in which they occur, and are computed based on final operating expenses for the year in accordance with the lease agreements. Parking revenue is recognized as services are rendered. As of December 31, 2010 and September 30, 2011, the occupancy of the building was 92.0 percent and 93.1 percent, respectively. Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated amounts. N OTE 3 - M INIMUM F UTURE L EASE R ENTALS Future minimum base rents due under noncancelable operating leases in effect as of December 31, 2010, and expiring at various dates through 2021, is as follows (in thousands): Year ending December 31, 2011   $ 10,126 2012   10,793 2013   9,226 2014   9,164 2015   8,342 Thereafter   19,043     $ 66,694 B RADDOCK M ETRO C ENTER Notes to the Financial Statements December 31, 2010 N OTE 4 - T ENANT C ONCENTRATION For the year ended December 31, 2010, three tenants account for 43 percent, 18 percent and 11 percent of the Property’s base rental revenue, with the respective leases expiring on various dates ranging from 2012 to 2017. N OTE 5 - S UBSEQUENT E VENTS In preparing the financial statements, management has evaluated subsequent events and updated the financial statements, if appropriate, through November 21, 2011, the date the accompanying financial statements were available to be issued. Independent Auditors’ Report To the Board of Trustees Washington Real Estate Investment Trust Rockville, Maryland We have audited the accompanying Statements of Revenues and Certain Operating Expenses of John Marshall II (the "Property") for the year ended December 31, 2010. These financial statements are the responsibility of the Property’s management. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. The accompanying financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1, and is not intended to be a complete presentation of the Property’s revenues and expenses. In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Property for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. /s/ Baker Tilly Virchow Krause, LLP Tysons Corner, Virginia November 21, 2011 J OHN M ARSHALL II Statements of Revenues and Certain Operating Expenses Year Ended December 31, 2010 and the Nine Months Ended September 30, 2011     Year Ended December 31, 2010   Nine Months Ended September 30, 2011 (unaudited)     (in thousands)   (in thousands) Revenues         Base rents   $ 4,721   $ 3,637 Expense recoveries   2,639   1,952 Other revenue   24   19           Total revenues   7,384   5,608           Certain Operating Expenses         Real estate taxes   837   602 Utilities   459   358 Contract services   359   259 Repairs, maintenance and supplies   272   122 Salaries and wages   270   199 Other expenses   187   159 Insurance   38   29           Total certain operating expenses   2,422   1,728           Revenues in Excess of Certain Operating Expenses   $ 4,962   $ 3,880 The accompanying notes are an integral part of these financial statements. J OHN M ARSHALL II Notes to the Financial Statements December 31, 2010 N OTE 1 - B ASIS OF P RESENTATION John Marshall II (the "Property") is a Class “A” office building consisting of approximately 223,000 square feet of rentable office space with a detached shared seven-level parking garage located at 8283 Greensboro Drive in Tysons Corner, Virginia. The operations of the Property primarily consist of leasing office space to a single tenant. Washington Real Estate Investment Trust (“WRIT”) purchased the Property on September 15, 2011. The Statements of Revenues and Certain Operating Expenses (the “Financial Statements”) have been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission ("SEC"), which requires certain information with respect to real estate operations acquired to be included with certain filings made by WRIT with the SEC. These Financial Statements include the revenues and certain operating expenses of the Property, exclusive of the following expenses which may not be comparable to the future operations: a) Interest expense on mortgages and borrowings, in existence prior to acquisition by WRIT b) Depreciation of property and equipment c) Management and leasing fees d) Certain corporate and administrative expenses e) Provision for income taxes N OTE 2 - S IGNIFICANT A CCOUNTING P OLICIES Revenue Recognition - The Property reports base rental revenue on a straight-line basis over the term of the respective leases. Base rent consists of minimum rental payments made by tenants, adjusted for minimum escalations in annual rent. The Property accounts for leases with its tenants as operating leases as substantially all of the benefits and risks of ownership of the property under lease have not been transferred to the respective tenants. Expense recoveries include real estate taxes and operating expenses and are recognized in the period in which they occur, and are computed based on final operating expenses for the year in accordance with the lease agreements. As of December 31, 2010 and September 30, 2011, the occupancy of the building was 100 percent. Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated amounts. N OTE 3 - M INIMUM F UTURE L EASE R ENTALS Future minimum base rents due under noncancelable operating leases (Note 5) in effect as of December 31, 2010, is as follows (in thousands): Year ending December 31, 2011   $ 4,882 2012   4,889 2013   4,890 2014   4,892 2015   4,893 Thereafter   430     $ 24,876 J OHN M ARSHALL II Notes to the Financial Statements December 31, 2010 N OTE 4 - T ENANT C ONCENTRATION For the year ended December 31, 2010, one tenant accounted for 99.7 percent of the Property’s rental income under one lease agreement expiring in 2016. N OTE 5 - S UBSEQUENT E VENTS In preparing the financial statements, management has evaluated subsequent events and updated the financial statements, if appropriate, through November 21, 2011, the date the accompanying financial statements were available to be issued. WASHINGTON REAL ESTATE INVESTMENT TRUST UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS The pro forma statements of operations for the year ended December 31, 2010, and the nine months ended September 30, 2011, present the pro forma results of operations as if the acquisitions had taken place as of the beginning of the year ended December 31, 2010. The pro forma statements of operations illustrate the operating results of 1140 Connecticut Avenue, Braddock Metro Center and John Marshall II, which represent the substantial majority of the properties previously acquired during 2011 necessary to develop the pro forma results for WRIT. Explanations or details of the pro forma adjustments are in the notes to the financial statements. WRIT purchased 1140 Connecticut Avenue, Braddock Metro Center and John Marshall II on the following dates: Acquisition Date Property Name January 11, 2011 1140 Connecticut Avenue September 13, 2011 Braddock Metro Center September 15, 2011 John Marshall II The unaudited consolidated pro forma financial information is not necessarily indicative of what WRIT's actual results of operations would have been had these transactions been consummated on the dates indicated, nor does it purport to represent WRIT's results of operations or financial position for any future period. The pro forma results of operations for the periods ended December 31, 2010 and September 30, 2011 are not necessarily indicative of the operating results for these periods. The unaudited consolidated pro forma financial information should be read in conjunction with WRIT's Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 15, 2011, announcing the acquisitions; the consolidated financial statements and notes thereto included in WRIT's Annual Report on Form 10-K for the year ended December 31, 2010 and WRIT's Quarterly Report on Form 10-Q for the period ended September 30, 2011; and the Statement of Revenues and Certain Operating Expenses included elsewhere in this Form 8-K/A. In management's opinion, all adjustments necessary to reflect these acquisitions and related transactions have been made. WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 (IN THOUSANDS, EXCEPT PER SHARE DATA)      WRIT   1140 Connecticut Avenue (7)   Braddock Metro Center (7)   John Marshall II (7)   Total All Properties     Pro Forma Revenue                           Real estate rental revenue   $ 212,819   $ 200   $ 8,125   $ 5,310   $ 13,635     $ 226,454         —   (366 )   204   (162 )    (1),(6) (162 )         —   (856 )   —   (856 )    (2),(6) (856 )     212,819   200   6,903   5,514   12,617     225,436 Expenses                           Real estate expenses   71,124   81   2,547   1,698   4,326     75,450         —   194   109   303    (3),(6) 303 Depreciation and amortization   67,899   112   3,938   3,034   7,084    (4),(6) 74,983 General and administrative   11,588               —     11,588     150,611   193   6,679   4,841   11,713     162,324 Other income (expense)                           Interest expense   (50,266 )   (87 )   —   (2,388 )   (2,475 )    (5),(6) (52,741 ) Acquisition costs   (3,571 )               —     (3,571 ) Other income   886               —     886     (52,951 )   (87 )   —   (2,388 )   (2,475 )     (55,426 ) Income from continuing operations   9,257   (80 )   224   (1,715 )   (1,571 )     7,686 Discontinued operations:                           Gain on sale of real estate   56,639                     56,639 Income from operations of properties held for sale   9,522                     9,522 Income tax benefit (expense)   (1,138 )                     (1,138 ) Net income   74,280   (80 )   224   (1,715 )   (1,571 )     72,709 Less: Net income attributable to noncontrolling interests in subsidiaries   (85 )                     (85 ) Net income attributable to the controlling interests   $ 74,195   $ (80 )   $ 224   $ (1,715 )   $ (1,571 )     $ 72,624 Basic net income attributable to the controlling interests per share:                           Continuing operations   $ 0.14                     $ 0.12 Discontinued operations   0.98                     0.98 Net income attributable to the controlling interests per share   $ 1.12                     $ 1.10 Diluted net income attributable to the controlling interests per share:                           Continuing operations   $ 0.14                     $ 0.12 Discontinued operations   0.98                     0.98 Net income attributable to the controlling interests per share   $ 1.12                     $ 1.10 Weighted average shares outstanding - basic   65,953                     65,953 Weighted average shares outstanding - diluted   65,987                     65,987 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (1)    Represents amortization of the net intangible lease asset or liability based on the remaining life of the acquired leases. (2)    Represents straight-line rent adjustment. (3)    Represents property management costs incurred by the properties. (4)     Represents depreciation over 30 years, based on the fair value of building and improvements, plus amortization of tenant origination costs, FAS 141 leasing commissions and FAS 141 absorption over the remaining life of the acquired leases. (5)     Represents interest expense on the mortgage assumed with the John Marshall II acquisition and the borrowing on unsecured lines of credit to partially fund the acquisitions of John Marshall II and 1140 Connecticut Avenue. (6)     The table below illustrates the pro forma adjustments for each property (in thousands):     1140 Connecticut Avenue   Braddock Metro Center   John Marshall II   Total All Properties (1) Amortization of lease intangibles, net $ —   $ (366 )   $ 204   $ (162 ) (2) Straight line rent adjustment $ —   $ (856 )   $ —   $ (856 ) (3) Property management costs $ —   $ 194   $ 109   $ 303 (4) Depreciation and amortization $ 112   $ 3,938   $ 3,034   $ 7,084 (5) Interest expense $ (87 )   $ —   $ (2,388 )   $ (2,475 ) (7)    Represents adjustments for 1/1/2011 through the dates of acquisition. WRIT's consolidated statements of income for the period ended September 30, 2011 already include the operating results of Braddock Metro Center and John Marshall II subsequent to their acquisition dates of September 13, 2011 and September 15, 2011, respectively. Accordingly, the gross income and direct operating expenses from the historical summaries for the period ended September 30, 2011 for these two properties have been adjusted to remove the operating results for portions of September 2011 subsequent to their respective acquisition dates, which are already included in WRIT's consolidated statements of income for the period ended September 30, 2011. WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2010 (IN THOUSANDS, EXCEPT PER SHARE DATA)      WRIT   1140 Connecticut Avenue   Braddock Metro Center   John Marshall II   Total All Properties     Pro Forma Revenue                           Real estate rental revenue   258,490   7,917   10,325   7,384   25,626     284,116         186   (488 )   271   (31 )    (1),(6) (31 )         286   672   —   958    (2),6) 958     258,490   8,389   10,509   7,655   26,553     285,043 Expenses                           Real estate expenses   86,660   3,517   3,637   2,422   9,576     96,236         192   273   142   607    (3),(6) 607 Depreciation and amortization   80,066   4,168   5,251   4,045   13,464    (4),(6) 93,530 General and administrative   14,406               —     14,406     181,132   7,877   9,161   6,609   23,647     204,779 Other income (expense)                           Interest expense   (67,229 )   (126 )   —   (3,239 )   (3,365 )    (5),(6) (70,594 ) Acquisition costs   (1,161 )               —     (1,161 ) Other income   1,193               —     1,193 Loss on extinguishment of debt   (9,176 )               —     (9,176 ) Gain from non-disposal activities   7               —     7     (76,366 )   (126 )   —   (3,239 )   (3,365 )     (79,731 ) Income from continuing operations   992   386   1,348   (2,193 )   (459 )     533 Discontinued operations:                           Gain on sale of real estate   21,599                     21,599 Income from operations of properties held for sale   14,968                     14,968 Net income   37,559   386   1,348   (2,193 )   (459 )     37,100 Less: Net income attributable to noncontrolling interests in subsidiaries   (133 )                     (133 ) Net income attributable to the controlling interests   $ 37,426   $ 386   $ 1,348   $ (2,193 )   $ (459 )     $ 36,967 Basic net income attributable to the controlling interests per share:                           Continuing operations   $ 0.01                     $ 0.01 Discontinued operations   0.59                     0.59 Net income attributable to the controlling interests per share   $ 0.60                     $ 0.60 Diluted net income attributable to the controlling interests per share:                           Continuing operations   $ 0.01                     $ 0.01 Discontinued operations   0.59                     0.59 Net income attributable to the controlling interests per share   $ 0.60                     $ 0.60 Weighted average shares outstanding - basic   62,140                     62,140 Weighted average shares outstanding - diluted   62,264                     62,264 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (1)    Represents amortization of the net intangible lease asset or liability based on the remaining life of the acquired leases. (2)    Represents straight-line rent adjustment. (3)    Represents property management costs incurred by the properties. (4)     Represents depreciation over 30 years, based on the fair value of building and improvements, plus amortization of tenant origination costs, FAS 141 leasing commissions and FAS 141 absorption over the remaining life of the acquired leases. (5)     Represents interest expense on the mortgage assumed with the John Marshall II acquisition and the borrowing on unsecured lines of credit to partially fund the acquisitions of John Marshall II and 1140 Connecticut Avenue. (6)     The table below illustrates the pro forma adjustments for each property (in thousands):     1140 Connecticut Avenue   Braddock Metro Center   John Marshall II   Total All Properties (1) Amortization of lease intangibles, net $ 186   $ (488 )   $ 271   $ (31 ) (2) Straight line rent adjustment $ 286   $ 672   $ —   $ 958 (3) Property management costs $ 192   $ 273   $ 142   $ 607 (4) Depreciation and amortization $ 4,168   $ 5,251   $ 4,045   $ 13,464 (5) Interest expense $ (126 )   $ —   $ (3,239 )   $ (3,365 )