HINES REAL ESTATE INVESTMENT TRUST INC - FORM 8-K - July 16, 2013

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EX-99.1 - PRESS RELEASE - HINES REAL ESTATE INVESTMENT TRUST INConewilshireelsegundoclosin.htm


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
 
Date of Report (Date of Earliest Event Reported):
 
July 10, 2013
 
Hines Real Estate Investment Trust, Inc.
__________________________________________
 (Exact name of registrant as specified in its charter)
 
 
 
 
Maryland
000-50805
20-0138854
____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
2800 Post Oak Blvd, Suite 5000, Houston, Texas
 
77056-6118
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code:
 
(888) 220-6121
 
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.01 Completion of Acquisition or Disposition of Assets.

Hines REIT One Wilshire LP and Hines REIT El Segundo LP, subsidiaries of Hines REIT Properties, L.P. (the "Operating Partnership"), which is a subsidiary of Hines Real Estate Investment Trust, Inc. ("Hines REIT"), sold One Wilshire and the Raytheon and DIRECTV buildings on July 10 and 12, 2013, respectively, to GI TC One Wilshire, LLC (the "Purchaser"). One Wilshire is a 30-story office building and retail space with a subterranean parking garage located in Los Angeles, California, and the Raytheon and DIRECTV buildings comprise a two-building office complex in the South Bay submarket in El Segundo, California. The Purchaser is not affiliated with Hines REIT or its affiliates.

The aggregate contract sale price for One Wilshire and the Raytheon and DIRECTV buildings was approximately $550.0 million, exclusive of transaction costs and closing prorations. Hines REIT originally acquired its interest in One Wilshire in August 2007 for $287.0 million and acquired its interest in the Raytheon and DIRECTV buildings in March 2008 for $120.0 million. The net proceeds received by Hines REIT from this sale were $266.2 million after transaction costs.

Item 7.01 Regulation FD Disclosure.

On July 16, 2013, Hines Interests Limited Partnership (“Hines”) issued a press release relating to Hines REIT's sale of One Wilshire and the Raytheon and DIRECTV buildings. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein are deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information. The following financial information is submitted at the end of this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:

Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2013
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and the Years Ended December 31, 2012, 2011 and 2010
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

(d) Exhibits:

99.1 Press Release of Hines, dated July 16, 2013.






1


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 thereunto duly authorized.

 
 
HINES REAL ESTATE INVESTMENT TRUST, INC.
 
 
 
 
 
July 16, 2013
 
By:
/s/ J. Shea Morgenroth
 
 
 
 
J. Shea Morgenroth
 
 
 
 
Chief Accounting Officer and Treasurer
 




2



Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
 
Subsidiaries of Hines Real Estate Investment Trust, Inc. ("Hines REIT"), sold One Wilshire, a 30-story office building and retail space with a subterranean parking garage located in Los Angeles, California, and the Raytheon and DIRECTV buildings, a two-building office complex in the South Bay submarket in El Segundo, California on July 10 and 12, 2013, respectively, to GI TC One Wilshire, LLC (the "Purchaser"). The net proceeds received from this sale were $266.2 million after transaction costs. The Purchaser is not affiliated with Hines REIT or its affiliates.
 
The following unaudited pro forma condensed consolidated financial information gives effect to the dispositions of One Wilshire and the Raytheon and DIRECTV buildings, including the receipt of proceeds from the sale.  In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.

3


Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2013
(In thousands)
 
The following unaudited Pro Forma Condensed Consolidated Balance Sheet is presented assuming the dispositions of One Wilshire and the Raytheon and DIRECTV buildings had occurred as of March 31, 2013.  This unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Statements of Operations appearing herein and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2013.  This unaudited Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been had we completed this transaction on March 31, 2013, nor does it purport to represent our future financial position.
 
 
As of
 March 31, 2013 (a)
 
Adjustments for
One Wilshire and Raytheon & DIRECTV Buildings
 
 
 
Pro Forma
ASSETS
 
 
 
 
 
 
 
 
Investment property, at cost:
 
 
 
 
 
 
 
 
Buildings and improvements, net
 
$
1,316,666

 
$
(267,244
)
 
(b)
 
$
1,049,422

Land
 
330,708

 
(69,984
)
 
(b)
 
260,724

Total investment property
 
1,647,374

 
(337,228
)
 
 
 
1,310,146

 
 
 
 
 
 
 
 
 
Investment in unconsolidated entities
 
300,888

 
—

 
 
 
300,888

Cash and cash equivalents
 
311,796

 
261,741

 
(c)
 
573,537

Restricted cash
 
120,051

 
(779
)
 
 
 
119,272

Distributions receivable
 
5,589

 
—

 
 
 
5,589

Tenant and other receivables
 
57,409

 
(12,120
)
 
(b)
 
45,289

Intangible lease assets, net
 
105,667

 
(25,276
)
 
(b) 
 
80,391

Deferred leasing costs, net
 
144,204

 
(30,031
)
 
(b) 
 
114,173

Deferred financing costs, net
 
8,041

 
(3,793
)
 
(b) 
 
4,248

Other assets
 
4,140

 
(1,420
)
 
(b) 
 
2,720

TOTAL ASSETS
 
$
2,705,159

 
$
(148,906
)
 
 
 
$
2,556,253

 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
 
$
72,137

 
$
(23,122
)
 
(b) 
 
$
49,015

Due to affiliates
 
13,590

 
(1,756
)
 
(b) 
 
11,834

Intangible lease liabilities, net
 
28,102

 
(15,391
)
 
(b) 
 
12,711

Other liabilities
 
12,844

 
(2,519
)
 
(b) 
 
10,325

Interest rate swap contracts
 
94,925

 
—

 
 
 
94,925

Participation interest liability
 
85,644

 
—

 
 
 
85,644

Distributions payable
 
226,205

 
—

 
 
 
226,205

Notes payable
 
1,166,095

 
(249,578
)
 
(b) 
 
916,517

Total liabilities
 
1,699,542

 
(292,366
)
 
 
 
1,407,176

 
 
 
 
 
 
 
 
 
Commitments and Contingencies
 
—

 
—

 
 
 
—

 
 
 
 
 
 
 
 
 
Shareholders' equity:
 
 
 
 
 
 
 
 
Preferred shares
 
—

 
—

 
 
 
—

Common shares
 
234

 
—

 
 
 
234

Additional paid-in capital
 
1,226,106

 
—

 
 
 
1,226,106

Retained deficit
 
(220,336
)
 
143,460

 
(d)
 
(76,876
)
Accumulated other comprehensive income (loss)
 
(387
)
 
—

 
 
 
(387
)
Total shareholders' equity
 
1,005,617

 
143,460

 
 
 
1,149,077

Noncontrolling interests
 
—

 
—

 
 
 
—

Total equity
 
1,005,617

 
143,460

 
 
 
1,149,077

TOTAL LIABILITIES AND EQUITY
 
$
2,705,159

 
$
(148,906
)
 
 
 
$
2,556,253


See notes to unaudited pro forma condensed consolidated financial statements.

4


Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2013
(In thousands, except per share amounts)
 
The following unaudited Pro Forma Condensed Consolidated Statement of Operations is presented assuming the dispositions of One Wilshire and the Raytheon and DIRECTV buildings had occurred as of January 1, 2010.  This unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the three months ended March 31, 2013.  This unaudited Pro Forma Condensed Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2010, nor does it purport to represent our future operations.
 
 
 
Three Months Ended March 31, 2013 (a)
 
Adjustments for
One Wilshire and Raytheon & DIRECTV Buildings (b)
 
Pro Forma
Revenues:
 
 

 
 
 
 

Rental revenue
 
$
51,420

 
$
(11,322
)
 
$
40,098

Other revenue
 
5,051

 
(2,802
)
 
2,249

Total revenues 
 
56,471

 
(14,124
)
 
42,347

Expenses:
 
 
 
 
 
 
Property operating expenses
 
17,131

 
(3,443
)
 
13,688

Real property taxes
 
7,539

 
(1,374
)
 
6,165

Property management fees
 
1,323

 
(329
)
 
994

Depreciation and amortization
 
16,240

 
(3,194
)
 
13,046

Asset management and acquisition fees
 
8,457

 
—

 
8,457

General and administrative expenses
 
1,668

 
—

 
1,668

Impairment losses
 
—

 
—

 
—

Total expenses
 
52,358

 
(8,340
)
 
44,018

Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net
 
4,113

 
(5,784
)
 
(1,671
)
Gain (loss) on derivative instruments, net
 
6,286

 
—

 
6,286

Interest expense
 
(16,720
)
 
2,659

 
(14,061
)
Interest income
 
185

 
(1
)
 
184

Income (loss) before other income (expense), benefit (provision) for income taxes and equity in earnings (losses) of unconsolidated entities, net
 
(6,136
)
 
(3,126
)
 
(9,262
)
Benefit (provision) for income taxes
 
(67
)
 
—

 
(67
)
Equity in earnings (losses) of unconsolidated entities, net
 
2,595

 
—

 
2,595

Income (loss) from continuing operations
 
$
(3,608
)
 
$
(3,126
)
 
$
(6,734
)
Income (loss) from continuing operations per common share
 
$
(0.02
)
 
 
 
$
(0.03
)
Weighted average number common shares outstanding
 
232,870

 
 
 
232,870

 
See notes to unaudited pro forma condensed consolidated financial statements.

5


Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2012
(In thousands, except per share amounts)
 
The following unaudited Pro Forma Condensed Consolidated Statement of Operations is presented assuming the dispositions of One Wilshire and the Raytheon and DIRECTV buildings had occurred as of January 1, 2010.  This unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2012.  This unaudited Pro Forma Condensed Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2010, nor does it purport to represent our future operations.
 
 
 
Year Ended December 31, 2012 (a)
 
Prior Disposition Pro Forma Adjustments (b)
 
Adjustments for
One Wilshire and Raytheon & DIRECTV Buildings (c)
 
Pro Forma
Revenues:
 
 

 
 
 
 
 
 

Rental revenue
 
$
249,062

 
$
(41,177
)
 
$
(44,760
)
 
$
163,125

Other revenue
 
22,401

 
(2,207
)
 
(11,002
)
 
9,192

Total revenues 
 
271,463

 
(43,384
)
 
(55,762
)
 
172,317

Expenses:
 
 
 
 
 
 
 
 
Property operating expenses
 
80,019

 
(12,781
)
 
(13,052
)
 
54,186

Real property taxes
 
33,536

 
(6,092
)
 
(5,198
)
 
22,246

Property management fees
 
6,402

 
(1,040
)
 
(1,497
)
 
3,865

Depreciation and amortization
 
79,720

 
(10,728
)
 
(13,950
)
 
55,042

Asset management and acquisition fees
 
29,651

 
—

 
—

 
29,651

General and administrative expenses
 
6,874

 
—

 
—

 
6,874

Impairment losses
 
53,483

 
—

 
—

 
53,483

Total expenses
 
289,685

 
(30,641
)
 
(33,697
)
 
225,347

Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net
 
(18,222
)
 
(12,743
)
 
(22,065
)
 
(53,030
)
Gain (loss) on derivative instruments, net
 
8,680

 
—

 
—

 
8,680

Interest expense
 
(78,022
)
 
9,228

 
12,807

 
(55,987
)
Interest income
 
743

 
(4
)
 
(3
)
 
736

Income (loss) before other income (expense), benefit (provision) for income taxes and equity in earnings (losses) of unconsolidated entities, net
 
(86,821
)
 
(3,519
)
 
(9,261
)
 
(99,601
)
Benefit (provision) for income taxes
 
(544
)
 
287

 
—

 
(257
)
Equity in earnings (losses) of unconsolidated entities, net
 
9,460

 
—

 
—

 
9,460

Income (loss) from continuing operations
 
$
(77,905
)
 
$
(3,232
)
 
$
(9,261
)
 
$
(90,398
)
Income (loss) from continuing operations per common share
 
$
(0.34
)
 
 
 
 
 
$
(0.39
)
Weighted average number common shares outstanding
 
230,049

 
 
 
 
 
230,049


 See notes to unaudited pro forma condensed consolidated financial statements.


6


Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2011
(In thousands, except per share amounts)
 
The following unaudited Pro Forma Condensed Consolidated Statement of Operations is presented assuming the dispositions of One Wilshire and the Raytheon and DIRECTV buildings had occurred as of January 1, 2010.  This unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2011.  This unaudited Pro Forma Condensed Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2010, nor does it purport to represent our future operations.
 
 
 
Year Ended December 31, 2011 (a)
 
Prior Disposition Pro Forma Adjustments (b)
 
Adjustments for
One Wilshire and Raytheon & DIRECTV Buildings (c)
 
Pro Forma
Revenues:
 
 

 
 
 
 
 
 

Rental revenue
 
$
256,249

 
$
(38,513
)
 
$
(44,703
)
 
$
173,033

Other revenue
 
22,083

 
(2,399
)
 
(10,706
)
 
8,978

Total revenues 
 
278,332

 
(40,912
)
 
(55,409
)
 
182,011

Expenses:
 
 
 
 
 
 
 
 
Property operating expenses
 
78,904

 
(11,817
)
 
(12,631
)
 
54,456

Real property taxes
 
31,591

 
(5,286
)
 
(4,927
)
 
21,378

Property management fees
 
6,361

 
(911
)
 
(1,562
)
 
3,888

Depreciation and amortization
 
92,518

 
(12,774
)
 
(15,225
)
 
64,519

Asset management and acquisition fees
 
16,173

 
—

 
—

 
16,173

General and administrative expenses
 
6,740

 
—

 
—

 
6,740

Impairment losses
 
—

 
—

 
—

 
—

Total expenses
 
232,287

 
(30,788
)
 
(34,345
)
 
167,154

Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net
 
46,045

 
(10,124
)
 
(21,064
)
 
14,857

Gain (loss) on derivative instruments, net
 
(24,590
)
 
—

 
—

 
(24,590
)
Interest expense
 
(81,207
)
 
9,228

 
12,810

 
(59,169
)
Interest income
 
514

 
(4
)
 
(3
)
 
507

Income (loss) before other income (expense), benefit (provision) for income taxes and equity in earnings (losses) of unconsolidated entities, net
 
(59,238
)
 
(900
)
 
(8,257
)
 
(68,395
)
Benefit (provision) for income taxes
 
(494
)
 
229

 
—

 
(265
)
Equity in earnings (losses) of unconsolidated entities, net
 
(5,138
)
 
—

 
—

 
(5,138
)
Income (loss) from continuing operations
 
$
(64,870
)
 
$
(671
)
 
$
(8,257
)
 
$
(73,798
)
Income (loss) from continuing operations per common share
 
$
(0.29
)
 
 
 
 
 
$
(0.33
)
Weighted average number common shares outstanding
 
225,442

 
 
 
 
 
225,442


 See notes to unaudited pro forma condensed consolidated financial statements.

7


Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2010
(In thousands, except per share amounts)
 
The following unaudited Pro Forma Condensed Consolidated Statement of Operations is presented assuming the dispositions of One Wilshire and the Raytheon and DIRECTV buildings had occurred as of January 1, 2010.  This unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2010.  This unaudited Pro Forma Condensed Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2010, nor does it purport to represent our future operations.
  
 
 
Year Ended December 31, 2010 (a)
 
Prior Disposition Pro Forma Adjustments (b)
 
Adjustments for
One Wilshire and Raytheon & DIRECTV Buildings (c)
 
Pro Forma
Revenues:
 
 

 
 
 
 
 
 

Rental revenue
 
$
267,168

 
$
(38,280
)
 
$
(44,043
)
 
$
184,845

Other revenue
 
23,377

 
(2,279
)
 
(10,770
)
 
10,328

Total revenues 
 
290,545

 
(40,559
)
 
(54,813
)
 
195,173

Expenses:
 
 
 
 
 
 
 
 
Property operating expenses
 
80,022

 
(12,519
)
 
(12,852
)
 
54,651

Real property taxes
 
32,084

 
(5,022
)
 
(4,860
)
 
22,202

Property management fees
 
6,410

 
(872
)
 
(1,614
)
 
3,924

Depreciation and amortization
 
102,012

 
(15,488
)
 
(15,643
)
 
70,881

Asset management and acquisition fees
 
30,544

 
—

 
—

 
30,544

General and administrative expenses
 
6,925

 
—

 
—

 
6,925

Impairment losses
 
811

 
—

 
—

 
811

Other (gains) losses, net
 
(9
)
 
—

 
—

 
(9
)
Total expenses
 
258,799

 
(33,901
)
 
(34,969
)
 
189,929

Income (loss) before other income (expense), provision for income taxes and equity in losses of unconsolidated entities, net
 
31,746

 
(6,658
)
 
(19,844
)
 
5,244

Gain (loss) on derivative instruments, net
 
(18,525
)
 
—

 
—

 
(18,525
)
Interest expense
 
(80,889
)
 
9,228

 
12,866

 
(58,795
)
Interest income
 
270

 
(7
)
 
(6
)
 
257

Income (loss) before other income (expense), benefit (provision) for income taxes and equity in earnings (losses) of unconsolidated entities, net
 
(67,398
)
 
2,563

 
(6,984
)
 
(71,819
)
Benefit (provision) for income taxes
 
(543
)
 
231

 
—

 
(312
)
Equity in earnings (losses) of unconsolidated entities, net
 
5,513

 
—

 
—

 
5,513

Income (loss) from continuing operations
 
$
(62,428
)
 
$
2,794

 
$
(6,984
)
 
$
(66,618
)
Income (loss) from continuing operations per common share
 
$
(0.28
)
 
 
 
 
 
$
(0.30
)
Weighted average number common shares outstanding
 
220,896

 
 
 
 
 
220,896


See notes to unaudited pro forma condensed consolidated financial statements.


8


Hines Real Estate Investment Trust, Inc.
Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2013
a.
Reflects the Company's historical condensed consolidated balance sheet as of March 31, 2013.
b.
Reflects the Company's disposition of One Wilshire and the Raytheon and DIRECTV buildings. Amounts represent the adjustments necessary to remove the assets and liabilities associated with One Wilshire and the Raytheon and DIRECTV buildings.
c.
Reflects the proceeds received from the sale of One Wilshire and the Raytheon and DIRECTV buildings less any cash on hand at One Wilshire and the Raytheon and DIRECTV buildings as of March 31, 2013.
d.
Reflects the adjustments related to the disposition of One Wilshire and the Raytheon and DIRECTV buildings and the gain on sale.
 
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2013
a.
Reflects the Company's historical condensed consolidated statement of operations for the three months ended March 31, 2013.
b.
Reflects the Company's disposition of One Wilshire and the Raytheon and DIRECTV buildings. Amounts represent the adjustments necessary to remove the historical revenues and expenses of One Wilshire and the Raytheon and DIRECTV buildings, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with One Wilshire and the Raytheon and DIRECTV buildings. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.

 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2012
a.
Reflects the Company's historical condensed consolidated statement of operations for the year ended December 31, 2012.
b.
Reflects the Company's disposition of Williams Tower, which was sold in March 2013. Amounts represent the adjustments necessary to remove the historical revenues and expenses of Williams Tower, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with Williams Tower. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.
c.
Reflects the Company's disposition of One Wilshire and the Raytheon and DIRECTV buildings. Amounts represent the adjustments necessary to remove the historical revenues and expenses of One Wilshire and the Raytheon and DIRECTV buildings, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with One Wilshire and the Raytheon and DIRECTV buildings. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.

 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2011
a.
Reflects the Company's historical condensed consolidated statement of operations for the year ended December 31, 2011.
b.
Reflects the Company's disposition of Williams Tower. Amounts represent the adjustments necessary to remove the historical revenues and expenses of Williams Tower, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with Williams Tower. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.
c.
Reflects the Company's disposition of One Wilshire and the Raytheon and DIRECTV buildings. Amounts represent the adjustments necessary to remove the historical revenues and expenses of One Wilshire and the Raytheon and DIRECTV buildings, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with One Wilshire and the Raytheon and DIRECTV buildings. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2010
a.
Reflects the Company's historical condensed consolidated statement of operations for the year ended December 31, 2010.
b.
Reflects the Company's disposition of Williams Tower. Amounts represent the adjustments necessary to remove the historical revenues and expenses of Williams Tower, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with Williams Tower. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.
c.
Reflects the Company's disposition of One Wilshire and the Raytheon and DIRECTV buildings. Amounts represent the adjustments necessary to remove the historical revenues and expenses of One Wilshire and the Raytheon and DIRECTV buildings, including

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property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with One Wilshire and the Raytheon and DIRECTV buildings. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction.



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Exhibit Index

Exhibit No.
 
Description
99.1
 
Press Release of Hines, dated July 16, 2013


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HINES REAL ESTATE INVESTMENT TRUST INC Reports