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COMMONWEALTH REIT FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

July 15, 2014

Item 2.01. Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A amends and supplements the registrant's Current Report on Form 8-K, as filed on July 9, 2014, to include the pro forma financial information required by Item 9.01(b) with respect thereto as set forth below. Item 9.01. Financial Statements and Exhibits. This Current Report on Form 8-K includes unaudited pro forma condensed consolidated financial statements, which include the sale by the Company of its entire stake of 22,000,000 common shares of beneficial interest of Select Income REIT ("SIR"), and the previously disclosed reclassification of certain properties from discontinued operations to continuing operations reported in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2014. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the expected results of operations for any future period. Differences could result from many factors, including future changes in the Company's portfolio of investments, changes in interest rates, changes in capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received pursuant to existing leases or entered into during 2014, and for other reasons. Consequently, actual future results are likely to be different than amounts presented in the unaudited pro forma condensed consolidated financial statements and such differences could be significant. (b) Pro Forma Financial Information.



Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

F-1

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2014

F-2

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2014

F-3

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2013

F-4

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements F-5 2

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COMMONWEALTH REIT



Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2014 is intended to present the Company's consolidated financial position as if the sale by the Company of its entire stake of 22,000,000 common shares of beneficial interest of SIR had been completed as of March 31, 2014, and the estimated net proceeds are deposited in cash accounts pending the Company's evaluation of other options, including debt repayments and other corporate purposes. The following unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2014 and the year ended December 31, 2013 are intended to present the Company's results of continuing operations as if the sale by the Company of its entire stake of 22,000,000 common shares of beneficial interest of SIR had been completed as of January 1, 2013. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2013 also presents the Company's results of continuing operations as if the reclassification of certain properties from discontinued operations to continuing operations as previously disclosed in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2014 had been completed as of January 1, 2013. The following unaudited pro forma condensed consolidated statements of operations excludes certain data relating to discontinued operations and should be read in conjunction with the financial statements included in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and Annual Report on Form 10-K for the year ended December 31, 2013, which include certain data relating to discontinued operations not included in the unaudited pro forma condensed consolidated statements of operations included in this Current Report on Form 8-K. These unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and are not necessarily indicative of the Company's expected financial position and results of operations for any future period. Differences could result from many factors, including future changes in the Company's portfolio of investments, changes in interest rates, changes in capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received pursuant to existing leases or entered into during 2014, and for other reasons. Consequently, actual future results are likely to be different than amounts presented in the unaudited pro forma condensed consolidated financial statements and such differences could be significant. F-1 -------------------------------------------------------------------------------- COMMONWEALTH REIT Unaudited Pro Forma Condensed Consolidated Balance Sheet March 31, 2014 (dollars in thousands) Sale of SIR Historical Shares (A) Pro Forma ASSETS: Real estate properties $ 5,915,516 $ - $ 5,915,516 Accumulated depreciation (934,776 ) - (934,776 ) 4,980,740 - 4,980,740 Properties held for sale 214,677 - 214,677 Acquired real estate leases, net 244,634 - 244,634 Equity investments 518,934 (513,099 ) 5,835 Cash and cash equivalents 177,555 704,715 882,270 Other assets, net 464,174 - 464,174 Total assets $ 6,600,714$ 191,616$ 6,792,330 LIABILITIES AND SHAREHOLDERS' EQUITY: Revolving credit facility $ 235,000 $ - $ 235,000 Senior unsecured debt, net 1,856,135 - 1,856,135 Mortgage notes payable, net 898,804 - 898,804 Liabilities related to properties held for sale 23,066 - 23,066 Assumed real estate lease obligations, net 33,064 - 33,064 Other liabilities 195,575 - 195,575 Shareholders' equity: Preferred shares 633,661 - 633,661 Common shares 1,184 - 1,184 Additional paid in capital 4,217,651 - 4,217,651 Cumulative net income 2,230,288 191,616 2,421,904 Cumulative other comprehensive loss (26,724 ) - (26,724 ) Cumulative common distributions (3,111,868 ) - (3,111,868 ) Cumulative preferred distributions (585,122 ) - (585,122 ) Total shareholders' equity 3,359,070



191,616 3,550,686 Total liabilities and shareholders' equity $ 6,600,714$ 191,616$ 6,792,330

See accompanying notes to unaudited pro forma condensed consolidated financial statements. F-2

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COMMONWEALTH REIT Unaudited Pro Forma Condensed Consolidated Statement of Operations Three Months Ended March 31, 2014 (amounts in thousands, except per share data) Sale of SIR Pro Historical Shares (B) Forma REVENUES: Rental income $ 172,040 $ - $ 172,040 Tenant reimbursements and other income 45,220 - 45,220 Total revenues 217,260 - 217,260 EXPENSES: Operating expenses 101,731 - 101,731 Depreciation and amortization 51,649 - 51,649 General and administrative 24,848 - 24,848 Reversal of loss on asset impairment (4,761 ) - (4,761 ) Acquisition related costs 5 - 5 Total expenses 173,472 - 173,472 Operating income 43,788 - 43,788 Interest and other income 384 - 384 Interest expense (37,935 ) - (37,935 ) Gain on issuance of shares by an equity investee 109 - 109 Income from continuing operations before income tax expense and equity in earnings of investees 6,346 - 6,346 Income tax expense (555 ) - (555 ) Equity in earnings (losses) of investees 10,934 (11,032 ) (98 ) Income from continuing operations 16,725 (11,032 ) 5,693 Preferred distributions (11,151 ) - (11,151 ) Income (loss) from continuing operations available for CommonWealth REIT common shareholders $ 5,574 $



(11,032 ) $ (5,458 )

Weighted average common shares outstanding - basic and diluted 118,400



118,400

Basic and diluted earnings per common share attributable to CommonWealth REIT common shareholders: Income (loss) from continuing operations $ 0.05$ (0.05 ) See accompanying notes to unaudited pro forma condensed consolidated financial statements. F-3

-------------------------------------------------------------------------------- COMMONWEALTH REIT Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended December 31, 2013 (amounts in thousands, except per share data) Reclassification from Sale of SIR Discontinued Historical Shares (C) Operations (D) Pro Forma REVENUES: Rental income $ 707,380$ (76,611 ) $ 55,882 $ 686,651 Tenant reimbursements and other income 178,156 (13,690 ) 11,611 176,077 Total revenues 885,536 (90,301 ) 67,493 862,728 EXPENSES: Operating expenses 370,869 (16,981 ) 39,176 393,064 Depreciation and amortization 218,854 (14,038 ) 15,548 220,364 General and administrative 77,209 (5,710 ) 3,295 74,794 Loss on asset impairment - - 124,253 124,253 Acquisition related costs 318 (689 ) - (371 ) Total expenses 667,250 (37,418 ) 182,272 812,104 Operating income 218,286 (52,883 ) (114,779 ) 50,624 Interest and other income 1,229 - - 1,229 Interest expense (173,011 ) 7,294 - (165,717 ) Loss on early extinguishment of debt (60,052 ) - - (60,052 ) Gain on sale of equity investment 66,293 - - 66,293 Income (loss) from continuing operations before income tax expense and equity in earnings of investees 52,745 (45,589 ) (114,779 ) (107,623 ) Income tax expense (2,634 ) 80 - (2,554 ) Equity in earnings of investees 25,754 (21,308 ) - 4,446 Income (loss) from continuing operations before gain on sale of properties 75,865 (66,817 ) (114,779 ) (105,731 ) Gain on sale of properties 1,596 - - 1,596 Income (loss) from continuing operations 77,461 (66,817 ) (114,779 ) (104,135 ) Income from continuing operations attributable to noncontrolling interest in consolidated subsidiary (20,093 ) 20,093 - - Income (loss) from continuing operations attributable to CommonWealth REIT 57,368 (46,724 ) (114,779 ) (104,135 ) Preferred distributions (44,604 ) - - (44,604 ) Income (loss) from continuing operations available for CommonWealth REIT common shareholders $ 12,764$ (46,724 ) $ (114,779 ) $ (148,739 ) Weighted average common shares outstanding - basic and diluted 112,378 112,378 Basic and diluted earnings per common share attributable to CommonWealth REIT common shareholders: Income (loss) from continuing operations $ 0.11$ (1.32 ) See accompanying notes to unaudited pro forma condensed consolidated financial statements. F-4

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COMMONWEALTH REIT



Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(dollars in thousands)



Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

(A) Represents the sale by the Company of its entire stake of 22,000,000 common shares of beneficial interest of SIR for $31.51 per share, plus accrued dividends, raising aggregate gross proceeds of $704,813 ($704,715 net of estimated expenses). The Company is currently evaluating options for the use of proceeds from the sale, including potential debt repayments and other corporate purposes. The pro forma adjustment to cumulative net income represents the estimated gain on sale of this transaction resulting from the per share sales price exceeding the Company's per share carrying value. The estimated gain is calculated as follows: Estimated net proceeds $ 704,715 Carrying value of equity investment (513,099 ) Estimated gain on sale $ 191,616



SIR is a real estate investment trust that is primarily focused on owning and investing in net leased, single tenant properties and was a consolidated subsidiary of the Company until July 2, 2013.

Unaudited Pro Forma Condensed Consolidated Statement of Operations Adjustments for the Three Months Ended March 31, 2014

(B) Represents the effect on equity in earnings of investees from the sale by the Company of its entire stake of 22,000,000 common shares of beneficial interest of SIR, as if this sale occurred as of January 1, 2013.



Unaudited Pro Forma Condensed Consolidated Statement of Operations Adjustments for the Year Ended December 31, 2013

(C) Represents the effect on the condensed consolidated statement of operations from the sale by the Company of its entire stake of 22,000,000 common shares of beneficial interest of SIR, as if this sale occurred as of January 1, 2013. The pro forma adjustments include the operating results of SIR during the period when SIR was the Company's consolidated subsidiary, which was until July 2, 2013, and subsequent to July 2, 2013, when the Company began accounting for its investment in SIR under the equity method. (D) Represents the operating results of two central business district properties (two buildings) and 29 suburban properties (65 buildings) with a combined 5,641,450 square feet that were reclassified to properties held and used in operations from discontinued operations during the three months ended March 31, 2014, as if that reclassification occurred as of January 1, 2013. These properties were previously classified as held for sale and included in discontinued operations as of December 31, 2013. As a result of the removal of the Company's prior Board of Trustees, the Company ceased to actively market these properties for sale during the three months ended March 31, 2014. Therefore, for this and other reasons, these properties no longer met the requirements under U.S. generally accepted accounting principles for classification as held for sale. F-5



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