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

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

MARYLAND		001-9106		23-2413352
(Brandywine Realty Trust)
DELAWARE
(Brandywine Operating Partnership, L.P.)		000-24407		23-2862640
(State or Other Jurisdiction of Incorporation or Organization)		(Commission file number)		(I.R.S. Employer Identification Number)

(Address of principal executive offices)

(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 (see General Instruction A.2. below):

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 2.02 Results of Operations and Financial Condition

     The information in this Current Report on Form 8-K is furnished under Item 2.02 — “Results of Operations and Financial Condition.” Such information, including the exhibits attached hereto, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

     On July 28, 2009, we issued a press release announcing our financial results for the three- and six-months ending June 30, 2009. That press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

     The press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission’s Regulation G. With respect to such non-GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1

Brandywine Realty Trust Press Release dated July 28, 2009

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: July 29, 2009

EXHIBIT INDEX

Exhibit
No.		Description
99.1		Press Release dated July 28, 2009

Exhibit 99.1

Investor/Press Contact:				Company Contact:
Marge Boccuti Manager, Investor Relations 610-832-7702 marge.boccuti@bdnreit.com				Howard M. Sipzner EVP & CFO 610-832-4907 howard.sipzner@bdnreit.com

Brandywine Realty Trust Announces Second Quarter 2009 Earnings and
Increases FFO Guidance for 2009

Radnor, PA, July 28, 2009 — Brandywine Realty Trust (NYSE:BDN), a real estate investment trust focused on the ownership, management and development of Class A, suburban and urban office properties in the mid-Atlantic region and other selected markets throughout the United States, announced today its financial and operating results for the three and six-month periods ended June 30, 2009. The highlights are as follows:

Financial Highlights — Second Quarter

	•		Net income allocated to common shares totaled $3.5 million or $0.03 per diluted share in the second quarter of 2009 compared to net income of $5.7 million or $0.06 per diluted share in the second quarter of 2008. The second quarter of 2009 included $12.0 million of gains on the early extinguishment of debt and a charge of $1.2 million attributable to discontinued operations, while the second quarter of 2008 included $0.5 million of gains on the early extinguishment of debt and $8.5 million of income attributable to discontinued operations. Our weighted average diluted share count increased to 102.7 million shares in the second quarter of 2009 from 87.5 million shares in the second quarter of 2008 due to our issuance of 40.25 million common shares on June 2, 2009.
	•		Funds from operations available to common shares and units (FFO) in the second quarter of 2009 totaled $59.2 million or $0.56 per diluted share compared to $50.4 million or $0.55 per diluted share in the second quarter of 2008 ($57.3 million or $0.63 per diluted share excluding a $6.9 million impairment charge). Our second quarter 2009 FFO payout ratio was 17.9% ($0.10 common share dividend paid / $0.56 FFO per share). Our weighted average fully diluted share count for FFO (and CAD) calculations increased to 105.6 million shares in the second quarter of 2009 from 91.0 million shares in the second quarter of 2008 due to the aforementioned share issuance.
	•		In the second quarter of 2009, we incurred $12.9 million of revenue maintaining capital expenditures which along with our other adjustments to FFO, resulted in $44.9 million of cash available for distribution (CAD) or $0.43 per diluted share compared to $42.8 million of CAD or $0.47 per diluted share in the second quarter of 2008 when we incurred $9.3 million of revenue maintaining capital expenditures. Our second quarter 2009 CAD payout ratio was 23.3% ($0.10 common share dividend paid / $0.43 CAD per share).

Financial Highlights — Six Months

	•		Net income allocated to common shares totaled $0.7 million or $0.01 per diluted share in the first six months of 2009 compared to net income of $16.6 million or $0.19 per diluted share in the first six months of 2008. The 2009 period included $18.7 million of gains on the early extinguishment of debt, $1.1 million of termination revenues and a charge of $4.4 million attributable to discontinued operations, while the 2008 period included $3.1 million of gains on the early extinguishment of debt, $4.1 million of termination revenues and $19.6 million of income attributable to discontinued operations. Our weighted average diluted share count increased to 95.5 million shares in the first six months of 2009 from 87.3 million shares in the first six months of 2008 due to the afore-mentioned common share issuance.
	•		FFO available to common shares and units in the first six months of 2009 totaled $109.7 million or $1.12 per diluted share ($113.4 million or $1.15 per diluted share excluding a $3.7 million impairment charge) compared to $110.9 million or $1.22 per diluted share in the first six months of

555 East Lancaster Avenue, Suite 100; Radnor, PA 19087		Phone: (610) 325-5600 • Fax: (610) 325-5622

			2008 ($117.8 million or $1.30 per diluted share excluding a $6.9 million impairment charge). Our FFO payout ratio for the first six months of 2009 was 35.7% ($0.40 common share dividend paid / $1.12 FFO per share). Our weighted average fully diluted share count for FFO (and CAD) calculations increased to 98.3 million shares for the first half of 2009 from 90.9 million shares in the first half of 2008 due to the aforementioned share issuance.
	•		During the first six months of 2009, we incurred $21.4 million of revenue maintaining capital expenditures which along with our other adjustments to FFO, resulted in $88.8 million of CAD or $0.90 per diluted share compared to $89.2 million of CAD or $0.98 per diluted share for the first six months of 2008 when we incurred $16.1 million of revenue maintaining capital expenditures. Our CAD payout ratio for the first six months of 2009 was 44.4% ($0.40 common share dividend paid / $0.90 CAD per share).

Portfolio Highlights

	•		In the second quarter of 2009, our net operating income (NOI) excluding termination revenues and other income items decreased 4.0% on a GAAP basis and 1.0% on a cash basis for our 234 same store properties which were 89.7% and 92.9% occupied on June 30, 2009 and June 30, 2008, respectively.
	•		During the second quarter of 2009, we completed 1,014,928 square feet of total leasing activity including 520,002 square feet of renewals, 368,984 square feet of new leases and 125,942 square feet of tenant expansions. We currently have an additional 1,937,788 square feet of executed leasing which will commence subsequent to June 30, 2009. During the second quarter of 2009, we achieved a 67.1% retention rate in our core portfolio with positive net absorption of 52,553 square feet excluding 125,799 square feet of early terminations, or 59.4% overall. During the second quarter of 2009, we achieved a 3.4% increase on our renewal rental rates and a 7.8% increase on our new lease and expansion rental rates, both on a GAAP basis.
	•		At June 30, 2009, our core portfolio (excluding four recently completed but not yet stabilized developments) was 89.7% occupied and 90.9% leased (reflecting leases which will commence after June 30, 2009). With the four recently completed developments included, our core portfolio was 88.8% occupied and 90.8% leased at June 30, 2009. We owned 247 properties at June 30, 2009, encompassing 238 core properties aggregating 23.7 million square feet and nine development/ redevelopment properties aggregating 2.3 million square feet.

Investment Highlights

	•		In the second quarter of 2009, we sold one property, generating $26.5 million of gross consideration and bringing year to date sales to $36.6 million, or just over 25% of our $145 million 2009 sales goal. Net of transaction costs and a twelve month $1.0 million seller financing on one of the earlier sales, we have realized $33.5 million of aggregate net proceeds from these sales which we used for debt repayments and other general corporate purposes. We currently have approximately $300 million of sales transactions in the market with $85 million of that under contract and $35 million in active discussions with prospective buyers.
	•		At June 30, 2009, we were proceeding on two developments and seven redevelopments with total project costs of $455.1 million of which a total of $243.6 million remained to be funded — $113.6 million in the remainder of 2009 and $130.0 million in 2010. These amounts include $355.5 million of total project costs for the combined 30th Street Post Office (100% leased to the Internal Revenue Service) and Cira South Garage (up to 94.3% leased to the Internal Revenue Service) in Philadelphia, Pennsylvania of which $215.8 million remained to be funded at June 30, 2009. We are also finishing the lease-up of the four recently completed developments for which we expect to spend up to an additional $16.9 million, all in 2009.

Capital Markets Highlights

	•		During the second quarter of 2009, we completed a public offering of 40,250,000 of our common shares at an offering price of $6.30 per share, including 5,250,000 shares sold to the underwriters to cover overallotments. The net proceeds from the offering, after underwriting commissions, discounts and offering expenses totaled approximately $242.5 million which we used to reduce outstanding borrowings under our unsecured revolving credit facility and for general corporate purposes.
	•		During the second quarter of 2009, we repurchased $88.0 million face amount of our unsecured senior notes maturing in 2009, 2010, 2011 (our exchangeable notes due 2026 with a put date in October 2011) and 2012 in open-market transactions and completed a tender for $34.5 million of our 2010 Notes generating aggregate gains of $12.0 million on the early extinguishment of debt.
	•		During the second quarter of 2009, we closed an $89.8 million first mortgage financing on Two Logan Square, a 702,006 square foot, 99.1% leased, class A, office tower in Philadelphia, PA. The loan features a 7.57% rate and a seven-year term with three years of interest only payments followed by a thirty-year amortization schedule. $68.6 million of the proceeds was used to repay without penalty the balance of the former Two Logan first mortgage loan and $21.2 million was used for general corporate purposes including the repayment of existing indebtedness. Subsequent to quarter end, we closed a $60.0 million first mortgage financing on One Logan Square, a previously unencumbered, 594,361 square foot, 99% leased, class A, office tower in Philadelphia, PA. The loan features a floating rate of LIBOR plus 350 basis points (subject to a LIBOR floor) and a seven-year term with three years of interest only followed by a thirty-year amortization schedule derived using a 7.50% rate. The net proceeds of the One Logan loan were used for general corporate purposes including the repayment of existing indebtedness.
	•		During the second quarter of 2009, we completed definitive agreements for $256.5 million of aggregate forward financing commitments on the 30th Street Post Office and Cira South Garage projects in Philadelphia, Pennsylvania. The $256.5 million of aggregate proceeds was funded by the underlying lenders and was deposited along with our gross forward commitment fee of approximately $17.7 million into an escrow account to be administered by The Bank of New York Mellon, as trustee. The interest earned on the escrow account and the forward commitment fee will be used to pay the interest costs of the underlying loans through August 26, 2010, the anticipated completion date of the projects and the date on which the then remaining escrow balance of $256.5 million is expected to be released to us. The loans bear interest at 5.93% with interest-only through September 10, 2010 following which they will amortize monthly over a twenty-year period beginning with the October 10, 2010 debt service payment. The loans will be non-recourse and will be secured by mortgages on the Post Office and Garage and by the leases of space at those facilities upon completion of those projects by us and their acceptance by the IRS for occupancy along with other customary conditions, all expected to occur on or about August 26, 2010.
	•		At June 30, 2009, our net debt to gross assets measured 46.3% compared to a peak of 54.3% at September 30, 2007, reflecting a cumulative $753.9 million reduction in our net debt over that twenty-one-month period. At June 30, 2009, we had $495.5 million available for use and drawdown under our $600.0 million unsecured revolving credit facility.
	•		We achieved a 2.8 times EBITDA interest coverage ratio for the quarter ended June 30, 2009 versus the 2.6 ratio we achieved for the quarter ended June 30, 2008. We recorded a 6.1 net debt to annualized quarterly EBITDA ratio for the quarter ended June 30, 2009.

“Our common share equity issuance, the finalization of the terms and escrow funding of the Post Office/ Garage financing, our property financings and sales and steady property operations in the second quarter combined to further strengthen Brandywine’s financial foundation,” stated Gerard H. Sweeney, President and Chief Executive Officer of Brandywine Realty Trust. “While we recognize that economic conditions are likely to affect both our tenants and our leasing activity, we also note that it is during these down cycles that Brandywine has historically outperformed its competitors and emerged stronger than ever. We are committed to that same level of performance and tenacity in this current environment and are confident of our ability to meet and take advantage of the challenges and opportunities ahead.”

Distributions

Our dividend policy is to match aggregate 2009 common share dividends to 2009 taxable income and to evaluate the mix of cash and common shares on an ongoing basis. On June 2, 2009, our Board of Trustees declared a quarterly dividend distribution of $0.10 per common share that was paid on July 17, 2009 to shareholders of record as of July 3, 2009. Our Board also declared regular quarterly dividend distributions of $0.46875 per 7.50% Series C Cumulative Redeemable Preferred Share and $0.460938 per 7.375% Series D Cumulative Redeemable Preferred Share that were paid on July 15, 2009 to holders of record as of June 30, 2009 of the Series C and Series D Preferred Shares, respectively.

2009 Earnings and FFO Guidance

Based on current plans and assumptions and subject to the risks and uncertainties more fully described in our Securities and Exchange Commission filings, we are increasing our previously issued guidance for full year 2009 FFO per diluted share to be in a range of $1.75 to $1.80 versus the prior guidance of $1.60 to $1.74 including impairment charges in both instances. When applicable, we will report our FFO with and without impairment charges. Our earnings and FFO guidance is provided for informational purposes and is subject to change. The following is a reconciliation of the calculation of 2009 earnings and FFO per diluted share:

Guidance for 2009		Range or Value
Earnings (loss) per diluted share allocated to common shareholders		$	(0.12	)		to				$	(0.07	)
Plus:real estate depreciation and amortization			1.87								1.87
FFO per diluted share		$	1.75			to				$	1.80
Plus:impairment charges (incurred to date)			0.03								0.03
Adjusted FFO per diluted share		$	1.78			to				$	1.83

Our 2009 FFO guidance does not include income arising from future sales or impairments which may be taken in the future should the circumstances arise. Our 2009 FFO guidance does not include any income from the sale of undepreciated real estate, in accordance with our current practice. Our revised 2009 guidance is based on the expectation that our weighted average fully diluted shares for 2009 will be approximately 115.0 million.

Accounting Disclosures

On January 1, 2009, we adopted FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), which requires retrospective application. This adoption impacts our exchangeable notes due 2026 with a put date in 2011 that had an outstanding balance of $264.5 million as of March 31, 2009 and which were originally issued in October 2006. The retrospective treatment requires us to bifurcate the net proceeds of the exchangeable notes on a relative fair value basis (based on the then market “straight debt” interest rate) between unsecured debt and the equity conversion options issued in the transaction and affects previously recognized interest expense, capitalized interest and gain on extinguishment of debt associated with the convertible notes, and all related calculations such as net income per diluted share of the Company.

On January 1, 2009, we adopted FAS 160, Non-controlling Interests in Consolidated Financial Statements an Amendment to ARB 51, which affects the classification and potential recognition of any non-controlling interest (formerly called minority interest) relating to Operating Partnership unit-holders and outside owners of our three consolidated real estate ventures. The non-controlling interests related to the Operating Partnership are reflected as a component of the Equity section of our Consolidated Balance Sheet, instead of within the “mezzanine” section. In addition, the non-controlling interests’ portion of earnings is now presented below net income. This presentation is applied retrospectively.

Non-GAAP Supplemental Financial Measures

We compute our financial results in accordance with generally accepted accounting principles (GAAP). Although FFO, NOI and CAD are non-GAAP financial measures, we believe that FFO, NOI and CAD calculations are helpful to shareholders and potential investors and are widely recognized measures of real estate investment trust performance. At the end of this press release, we have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure.

Funds from Operations (FFO)

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than us. NAREIT defines FFO as net income (loss) before non-controlling interests and excluding gains (losses) on sales of property and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after similar adjustments for unconsolidated joint ventures. Net income, the GAAP measure that we believe to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales, extraordinary items and non-controlling interests. To facilitate a clear understanding of our historical operating results, FFO should be examined in conjunction with net income (determined in accordance with GAAP) as presented in the financial statements included elsewhere in this release. FFO does not represent cash flow from operating activities (determined in accordance with GAAP) and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions to shareholders.

For information purposes, we also provide FFO adjusted for impairment charges. Although our calculation of FFO as adjusted differs from NAREIT’s definition of FFO and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance because we believe that by excluding impairment charges, shareholders and potential investors are presented with an indicator of our operating performance that more closely achieves the objectives of the real estate industry in presenting FFO.

Net Operating Income (NOI)

NOI is a non-GAAP financial measure equal to net income available to common shareholders, the most directly comparable GAAP financial measure, plus corporate general and administrative expense, depreciation and amortization, interest expense, non-controlling interests and losses from early extinguishment of debt, less interest income, development and management income, gains from property dispositions, gains on sale from discontinued operations, gains on early extinguishment of debt, income from discontinued operations, income from unconsolidated joint ventures and non-controlling interests. In some cases, we also present NOI on a cash basis, which is NOI after eliminating the effect of straight-lining of rent and deferred market intangible amortization. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income as an indication of our performance, or as an alternative to cash flow from operating activities as a measure of our liquidity or ability to make cash distributions to shareholders.

Cash Available for Distribution (CAD)

CAD is a non-GAAP financial measure that is not intended as an alternative to cash flow from operating activities as determined under GAAP. CAD is presented solely as a supplemental disclosure with respect to liquidity because we believe it provides useful information regarding our ability to fund our distributions.

Because other companies do not necessarily calculate CAD the same way as we do, our presentation of CAD may not be comparable to similarly titled measures provided by other companies.

Revenue Maintaining Capital Expenditures

Revenue maintaining capital expenditures, a non-GAAP financial measure, are a component of our CAD calculation and represent the portion of capital expenditures required to maintain our current level of funds available for distribution. Revenue maintaining capital expenditures include current tenant improvement and allowance expenditures for all tenant spaces that have been owned for at least one year, and that were not vacant during the twelve-month period prior to the date that the tenant improvement or allowance expenditure was approved. Revenue maintaining capital expenditures also include other expenditures intended to maintain our current revenue base. Accordingly, we exclude capital expenditures related to development and redevelopment projects, as well as certain projects at our core properties that are intended to attract prospective tenants in order to increase revenues and/or occupancy rates.

Second Quarter Earnings Call and Supplemental Information Package

We will host a conference call on Wednesday, July 29, 2009 at 10:00 a.m. EDT. The conference call can be accessed by calling 1-800-683-1525 and referencing conference ID #12136187. Beginning two hours after the conference call, a taped replay of the call can be accessed 24 hours a day through Wednesday, August 12, 2009 by calling 1-800-642-1687 and providing access code 12136187. In addition, the conference call can be accessed via a webcast located on our website at www.brandywinerealty.com.

We have prepared a supplemental information package that includes financial results and operational statistics related to the second quarter earnings report. The supplemental information package is available in the “Investor Relations — Financial Reports” section of our website at www.brandywinerealty.com.

Looking Ahead — Third Quarter 2009 Conference Call

We anticipate that we will release our third quarter 2009 earnings on Wednesday, October 28, 2009, after the market close and will host our third quarter 2009 conference call on Thursday, October 29, 2009, at 11:00 a.m. EDT. We expect to issue a press release in advance of these events to confirm the dates and times and provide all related information.

About Brandywine Realty Trust

Brandywine Realty Trust is one of the largest, publicly traded, full-service, integrated real estate companies in the United States. Organized as a real estate investment trust and operating in select markets, Brandywine owns, develops and manages a primarily Class A, suburban and urban office portfolio aggregating approximately 37.3 million square feet, including 26.1 million square feet which it owns on a consolidated basis. For more information, visit our website at www.brandywinerealty.com.

Forward-Looking Statements

Estimates of future earnings per share, FFO per share, common share dividend distributions and certain other statements in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our and our affiliates’ actual results, performance, achievements or transactions to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others: our ability to lease vacant space and to renew or relet space under expiring leases at expected levels; competition with other real estate companies for tenants; the potential loss or bankruptcy of major tenants; interest rate levels; the availability of debt, equity or other financing; risks of acquisitions, dispositions and developments, including the cost of construction delays and cost overruns; unanticipated operating and capital costs; our ability to obtain adequate insurance, including coverage for terrorist acts; dependence upon certain geographic markets; and general and local economic and real estate conditions, including the extent and duration of adverse changes that affect the industries in which our tenants operate. Additional information on factors which could impact us and the forward-looking statements contained herein are included in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2008. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.

BRANDYWINE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

		June 30,				December 31,
		2009				2008
ASSETS
Real estate investments:
Operating properties		$	4,586,580			$	4,608,320
Accumulated depreciation			(690,490	)			(639,688	)
			3,896,090				3,968,632
Construction-in-progress			197,404				122,219
Land inventory			97,430				100,516
			4,190,924				4,191,367
Cash and cash equivalents			3,936				3,924
Cash in escrow			—				31,385
Accounts receivable, net			8,950				11,762
Accrued rent receivable, net			85,669				86,362
Investment in real estate ventures			75,688				71,028
Deferred costs, net			100,852				89,327
Intangible assets, net			124,106				145,757
Notes receivable			49,676				48,048
Other assets			47,831				59,008
Total assets		$	4,687,632			$	4,737,968
LIABILITIES AND EQUITY
Mortgage notes payable, including premiums		$	502,961			$	487,525
Borrowings under credit facilities			74,000				153,000
Unsecured term loan			183,000				183,000
Unsecured senior notes, net of discounts			1,724,582				1,917,970
Accounts payable and accrued expenses			85,474				74,824
Distributions payable			15,177				29,288
Tenant security deposits and deferred rents			54,595				58,692
Acquired lease intangibles, net			42,036				47,626
Other liabilities			53,696				63,545
Total liabilities			2,735,521				3,015,470
Brandywine Realty Trust’s equity:
Preferred shares — Series C			20				20
Preferred shares — Series D			23				23
Common shares			1,284				882
Additional paid-in capital			2,607,628				2,351,428
Deferred compensation payable in common stock			5,858				6,274
Common shares in treasury			(7,893	)			(14,121	)
Common shares held in grantor trust			(5,858	)			(6,274	)
Cumulative earnings			498,280				498,716
Accumulated other comprehensive loss			(10,652	)			(17,005	)
Cumulative distributions			(1,176,141	)			(1,150,406	)
Total Brandywine Realty Trust’s equity			1,912,549				1,669,537
Non-controlling interests			39,562				52,961
Total equity			1,952,111				1,722,498
Total liabilities and equity		$	4,687,632			$	4,737,968

BRANDYWINE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share and per share data)

		Three Months Ended June 30,									Six Months Ended June 30,
		2009				2008					2009				2008
Revenue
Rents		$	121,598			$	123,111				$	244,208			$	245,879
Tenant reimbursements			18,636				20,786					41,069				39,807
Termination fees			963				892					1,076				4,124
Third party management fees, labor reimbursement and leasing			4,097				5,170					8,861				10,849
Other			583				807					1,501				1,589
Total revenue			145,877				150,766					296,715				302,248
Operating Expenses
Property operating expenses			40,595				40,171					85,460				80,881
Real estate taxes			14,517				15,320					29,887				30,801
Third party management expenses			1,968				2,381					4,083				4,627
Depreciation and amortization			53,308				51,492					105,461				102,430
General & administrative expenses			5,515				6,127					10,473				11,039
Total operating expenses			115,903				115,491					235,364				229,778
Operating income			29,975				35,275					61,352				72,470
Other income (expense)
Interest income			642				179					1,222				382
Interest expense			(34,944	)			(36,742	)				(70,590	)			(73,785	)
Deferred financing costs			(1,894	)			(1,198	)				(3,146	)			(2,706	)
Recognized hedge activity			(305	)			—					(305	)			—
Equity in income of real estate ventures			1,533				1,664					2,119				2,779
Net (loss) on disposition of undepreciated real estate			—				—					—				(24	)
Gain on early extinguishment of debt			12,013				543					18,651				3,106
Income (loss) from continuing operations			7,020				(279	)				9,303				2,222
Discontinued operations:
Income from discontinued operations			(14	)			1,922					336				5,037
Net (loss) gain on disposition of discontinued operations			(1,225	)			13,420					(1,031	)			21,401
Provision for impairment			—				(6,850	)				(3,700	)			(6,850	)
Total discontinued operations			(1,239	)			8,492					(4,395	)			19,588
Net income (loss)			5,781				8,213					4,908				21,810
Net (loss) income from discontinued operations attributable to non-controlling interests — LP units			35				(324	)				132				(791	)
Net income (loss) attributable to non-controlling interests — partners’ share of consolidated real estate ventures			(28	)			(38	)				(22	)			(78	)
Net income (loss) attributable to non-controlling interests — LP units			(174	)			61					(183	)			41
Net (loss) income attributable to non-controlling interests			(168	)			(301	)				(73	)			(828	)
Net income (loss) attributable to Brandywine Realty Trust			5,614				7,912					4,836				20,982
Preferred share dividends			(1,998	)			(1,998	)				(3,996	)			(3,996	)
Amount allocated to unvested restricted shareholders			(73	)			(227	)				(110	)			(394	)
Net income (loss) available to Common Shareholders		$	3,543			$	5,687				$	730			$	16,592
PER SHARE DATA
Basic income per Common Share		$	0.03			$	0.07				$	0.01			$	0.19
Basic weighted-average shares outstanding			101,583,997				87,280,576					94,934,134				87,092,271
Diluted income per Common Share		$	0.03			$	0.06				$	0.01			$	0.19
Diluted weighted-average shares outstanding			102,742,343				87,512,345					95,495,392				87,300,005

BRANDYWINE REALTY TRUST
FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION
(unaudited, in thousands, except share and per share data)

		Three Months Ended June 30,									Six Months Ended June 30,
		2009				2008					2009				2008
Reconciliation of Net Income (Loss) to Funds from Operations:
Net income (loss) available to common shareholders		$	3,543			$	5,687				$	730			$	16,592
Add (deduct):
Net income (loss) attributable to non-controlling interests — LP units			174				(61	)				183				(41	)
Amount allocated to unvested restricted shareholders			73				227					110				394
Net loss on disposition of undepreciated real estate			—				—					—				24
Net (loss) income from discontinued operations attributable to non-controlling interests — LP units			(35	)			324					(132	)			791
Net loss (gain) on disposition of discontinued operations			1,225				(13,420	)				1,031				(21,401	)
Depreciation and amortization:
Real property — continuing operations			40,167				37,646					78,807				73,985
Leasing costs (includes acquired intangibles) — continuing operations			12,676				13,271					25,678				27,257
Real property — discontinued operations			71				3,363					324				6,773
Leasing costs (includes acquired intangibles) — discontinued operations			71				1,636					291				3,228
Company’s share of unconsolidated real estate ventures			1,852				2,256					3,707				4,323
Partners’ share of consolidated real estate ventures			(220	)			(226	)				(440	)			(444	)
Funds from operations		$	59,597			$	50,703				$	110,288			$	111,481
Funds from operations allocable to unvested restricted shareholders			(413	)			(286	)				(620	)		$	(539	)
Fund from operations available to common share and unit holders (FFO)		$	59,184			$	50,417				$	109,668			$	110,942
FFO per share — fully diluted		$	0.56			$	0.55				$	1.12			$	1.22
FFO, excluding provision for impairments		$	59,184			$	57,267				$	113,368			$	117,792
FFO per share, excluding provision for impairments — fully diluted		$	0.56			$	0.63				$	1.15			$	1.30
Weighted-average shares/units outstanding — fully diluted			105,558,964				90,979,203					98,312,013				90,944,076
Distributions paid per Common Share		$	0.10			$	0.44				$	0.40			$	0.88
Payout ratio of FFO (Dividends paid per Common Share divided / FFO per Share)			17.9	%			80.0	%				35.7	%			72.1	%
Payout ratio of FFO, excluding provision for impairments			17.9	%			69.8	%				34.8	%			67.7	%
CASH AVAILABLE FOR DISTRIBUTION (CAD):
Fund from operations available to common share and unit holders		$	59,184			$	50,417				$	109,668			$	110,942
Add (deduct):
Rental income from straight-line rent, including discontinued operations			(2,182	)			(4,624	)				(4,353	)			(11,233	)
Deferred market rental income, including discontinued operations			(1,746	)			(2,408	)				(3,487	)			(4,686	)
Company’s share of unconsolidated real estate ventures’ straight-line and deferred market rent			119				81					209				155
Partners’ share of consolidated real estate ventures’ straight-line and deferred market rent			(2	)			(39	)				(4	)			(78	)
Operating expense from straight-line rent			370				383					733				766
Net (loss) on disposition of undepreciated real estate			—				—					—				(24	)
Provision for impairment of discontinued operations			—				6,850					3,700				6,850
Deferred compensation costs			1,307				1,416					2,528				2,574
Fair market value amortization — mortgage notes payable			(360	)			(1,105	)				(788	)			(2,178	)
Recognized hedge activity			305				—					305				—
Debt discount amortization — exchangeable notes			810				1,135					1,766				2,182
Revenue maintaining capital expenditures
Building improvements			(944	)			(1,339	)				(2,319	)			(1,579	)
Tenant improvements			(6,442	)			(4,526	)				(11,102	)			(8,351	)
Lease commissions			(5,506	)			(3,453	)				(8,018	)			(6,184	)
Total revenue maintaining capital expenditures			(12,892	)			(9,318	)				(21,439	)			(16,114	)
Cash available for distribution		$	44,913			$	42,788				$	88,838			$	89,156
CAD per share — fully diluted		$	0.43			$	0.47				$	0.90			$	0.98
Weighted-average shares/units outstanding — fully diluted			105,558,964				90,979,203					98,312,013				90,944,076
Distributions per Common Share		$	0.10			$	0.44				$	0.40			$	0.88
Payout ratio of CAD (Dividends paid per Common Share / CAD per Share)			23.3	%			93.6	%				44.4	%			89.8	%

BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS — 2nd QUARTER
(unaudited and in thousands)

Of the 247 properties owned by the Company as of June 30, 2009, a total of 234 properties (“Same Store Properties”) containing an aggregate of 23.1 million net rentable square feet were owned for the entire three-month periods ended June 30, 2009 and 2008. Average occupancy for the Same Store Properties was 90.0% during 2009 and 92.8% during 2008. The following table sets forth revenue and expense information for the Same Store Properties:

		Three Months Ended June 30,
		2009				2008
Revenue
Rents		$	117,225			$	120,088
Tenant reimbursements			17,552				19,771
Termination fees			963				892
Other			419				383
			136,159				141,134
Operating expenses
Property operating expenses			39,730				40,298
Real estate taxes			13,362				14,449
Net operating income		$	83,067			$	86,387
Net operating income — percentage change over prior year			-3.8	%
Net operating income, excluding termination fees & other		$	81,685			$	85,112
Net operating income, excluding termination fees & other — percentage change over prior year			-4.0	%
Net operating income		$	83,067			$	86,387
Straight line rents			(1,454	)			(4,190	)
FAS 141R rents			(1,679	)			(1,589	)
Non-cash ground rent			370				383
Cash — Net operating income		$	80,304			$	80,991
Cash — Net operating income — percentage change over prior year			-0.8	%
Cash — Net operating income, excluding termination fees & other		$	78,922			$	79,716
Cash — Net operating income, excluding termination fees & other — percentage change over prior year			-1.0	%

The following table is a reconciliation of Net Income to Same Store net operating income:

		Three Months Ended June 30,
		2009				2008
Net income		$	5,781			$	8,213
Add/(deduct):
Interest income			(642	)			(179	)
Interest expense			34,944				36,742
Deferred financing costs			1,894				1,198
Recognized hedge activity			305				—
Equity in income of real estate ventures			(1,533	)			(1,664	)
Depreciation and amortization			53,308				51,492
Gain on early extinguishment of debt			(12,013	)			(543	)
General & administrative expenses			5,515				6,127
Total discontinued operations			1,239				(8,492	)
Consolidated net operating income			88,798				92,894
Less: Net operating income of non same store properties			(2,322	)			(2,362	)
Less: Eliminations and non-property specific net operating income			(3,409	)			(4,145	)
Same Store net operating income		$	83,067			$	86,387

BRANDYWINE REALTY TRUST
SAME STORE OPERATIONS — YEAR
(unaudited and in thousands)

Of the 247 properties owned by the Company as of June 30, 2009, a total of 234 properties (“Same Store Properties”) containing an aggregate of 23.1 million net rentable square feet were owned for the entire six month periods ended June 30, 2009 and 2008. Average occupancy for the Same Store Properties was 90.9% during 2009 and 93.1% during 2008. The following table sets forth revenue and expense information for the Same Store Properties:

		Six Months Ended June 30,
		2009				2008
Revenue
Rents		$	236,035			$	239,976
Tenant reimbursements			38,814				37,635
Termination fees			1,076				4,124
Other			765				908
			276,690				282,643
Operating expenses
Property operating expenses			81,343				79,368
Real estate taxes			27,598				28,991
Net operating income		$	167,749			$	174,284
Net operating income — percentage change over prior year			-3.7	%
Net operating income, excluding termination fees & other		$	165,908			$	169,252
Net operating income, excluding termination fees & other — percentage change over prior year			-2.0	%
Net operating income		$	167,749			$	174,284
Straight line rents			(3,067	)			(10,142	)
FAS 141 rents			(3,346	)			(3,010	)
Non-cash ground rent			733				766
Cash — Net operating income		$	162,069			$	161,898
Cash — Net operating income — percentage change over prior year			0.1	%
Cash — Net operating income, excluding termination fees & other		$	160,228			$	156,866
Cash — Net operating income, excluding termination fees & other — percentage change over prior year			2.1	%

The following table is a reconciliation of Net Income to Same Store net operating income:

		Six Months Ended June 30,
		2009				2008
Net Income		$	4,908			$	21,810
Add/(deduct):
Interest income			(1,222	)			(382	)
Interest expense			70,590				73,785
Deferred financing costs			3,146				2,706
Recognized hedge activity			305				—
Equity in income of real estate ventures			(2,119	)			(2,779	)
Depreciation and amortization			105,461				102,430
Net loss on sale of undepreciated real estate			—				24
Gain on early extinguishment of debt			(18,651	)			(3,106	)
General & administrative expenses			10,473				11,039
Total discontinued operations			4,395				(19,588	)
Consolidated net operating income			177,286				185,939
Less: Net operating income of non same store properties			(4,045	)			(4,530	)
Less: Eliminations and non-property specific net operating income (loss)			(5,492	)			(7,125	)
Same Store net operating income		$	167,749			$	174,284