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Item 2.02	Results of Operations and Financial Condition

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▪	Net income allocated to common shares totaled $9.2 million or $0.06 per diluted share in the third quarter of 2013 compared to net income of $13.9 million or $0.10 per diluted share in the third quarter of 2012.

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Core Funds from Operations available to common shares and units (FFO) in the third quarter of 2013 totaled $63.2 million or $0.40 per diluted share versus $57.8 million or $0.39 per diluted share in the third quarter of 2012. Our third quarter 2013 Core FFO payout ratio was 37.5% ($0.15 common share distribution / $0.40 Core FFO per diluted share). FFO per the NAREIT definition totaled $63.0 million or $0.39 per diluted share in the third quarter of 2013 compared to $57.7 million or $0.39 per diluted share in the third quarter of 2012.

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In the third quarter of 2013, we incurred $19.3 million of revenue maintaining capital expenditures which along with other adjustments to FFO, resulted in $27.1 million or $0.17 per diluted share of Cash Available for Distribution (CAD) versus $30.3 million or $0.21 per diluted share in the third quarter of 2012 when we incurred $10.5 million of revenue maintaining capital expenditures. Our third quarter 2013 CAD payout ratio was 88.2% ($0.15 common share distribution / $0.17 CAD per diluted share).

▪	Net income allocated to common shares totaled $16.5 million or $0.11 per diluted share in the first nine months of 2013 compared to net income of $22.6 million or $0.16 per diluted share in the first nine months of 2012.

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Core FFO available to common shares and units in the first nine months of 2013 totaled $165.2 million or $1.07 per diluted share versus $153.1 million or $1.05 per diluted share in the first nine months of 2012. Our Core FFO payout ratio for the first nine months of 2013 was 42.1% ($0.45 common share distribution / $1.07 Core FFO per diluted share). FFO per the NAREIT definition totaled $163.6 million or $1.06 per diluted share in the first nine months of 2013 compared to $149.4 million or $1.02 per diluted share in the first nine months of 2012.

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In the first nine months of 2013, we incurred $47.0 million of revenue maintaining capital expenditures which along with other adjustments to FFO, resulted in $90.6 million or $0.58 per diluted share of CAD versus $88.7 million or $0.61 per diluted share in the first nine months of 2012 when we incurred $34.5 million of revenue maintaining capital expenditures. Our CAD payout ratio for the first nine months of 2013 was 77.6% ($0.45 common share distribution / $0.58 CAD per diluted share).

▪	In the third quarter of 2013, our net operating income (NOI) excluding termination revenues and other income items increased 4.6% on a GAAP basis and 4.9% on a cash basis for our 203 same store properties, which were 88.2% and 87.1% occupied on September 30, 2013 and September 30, 2012, respectively.

▪	During the third quarter of 2013, we commenced occupancy on 832,389 square feet of total leasing activity including 384,691 square feet of renewals, 279,464 square feet of new leases and 168,234 square feet of tenant expansions. We have an additional 707,694 square feet of executed new leasing scheduled to commence subsequent to September 30, 2013.

▪	During the third quarter of 2013, we achieved a 70.6% tenant retention ratio in our core portfolio with positive net absorption of 49,290 square feet. During the third quarter of 2013, we experienced a 9.5% increase on our renewal rental rates and a 9.3% increase on our new lease/expansion rental rates, both on a GAAP basis.

▪	At September 30, 2013, our core portfolio of 205 properties comprising 23.3 million square feet was 88.3% occupied and 91.3% leased (reflecting new leases commencing after September 30, 2013). We held a vacant, 39,330 square foot property for sale at September 30, 2013.

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During the third quarter of 2013 as previously announced, we entered into an agreement with Parkway Properties, Inc. to acquire 74% of their prospective 75% interests in One and Two Commerce Square, two 41-story office towers totaling 1,896,142 square feet, located in Philadelphia’s Central Business District in which we currently hold 25% interests and Thomas Properties Group Inc. affiliates hold 75% interests. Based on a $331.8 million valuation of the properties and subject to our assumption of two existing, first mortgage loans totaling $237.5 million, we expect to fund our required $69.1 million payment from available cash balances. The purchase of these interests is expected to close by the end of 2013, subject to customary closing conditions and completion of the pending merger between Parkway and Thomas.

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During the third quarter of 2013 as previously announced, we entered into an additional agreement with Parkway to acquire Four Points Centre, two three-story buildings totaling 193,862 square feet located in the northwest submarket of Austin, Texas, for $42.0 million and to acquire 19 acres of adjoining land for $9.0 million. These acquisitions are subject to satisfaction of our ongoing due diligence process, customary closing conditions and completion of the pending merger between Parkway and Thomas.

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On October 14, 2013 as previously announced, Brandywine and an affiliate of The Shooshan Company announced the formation of a 50/50 joint venture to build 4040 Wilson Boulevard, a 426,900 square foot office building representing the final phase of the eight-building, mixed-use, Liberty Center complex developed by Shooshan in the Ballston submarket of Arlington, Virginia. Shooshan contributed its land parcel to the venture, while Brandywine will contribute up to $36.0 million in cash of which $13.0 million has been funded to date. Groundbreaking will occur upon reaching certain pre-leasing levels, at which point the joint venture expects to seek third-party construction financing.

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On October 16, 2013 as previously announced, we closed on the formation of a 50/50 joint venture with an affiliate of DRA Advisors LLC which simultaneously acquired our wholly-owned Austin, Texas office portfolio comprising 7 properties and 1,398,826 square feet along with related assets for $330.0 million. The joint venture has completed $230.6 million of related mortgage financing with a weighted-average maturity of 5.0 years and an expected weighted-average interest rate of 3.75%, resulting in $271.5 million of net proceeds to us which we will use for general corporate purposes. We will provide property management and leasing services to the joint venture and are obligated to fund the first $5.2 million of capital expenditures related to these properties.

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We are continuing the $18.7 million redevelopment of 660 West Germantown Pike, a 154,392 square foot office building located in Plymouth Meeting, Pennsylvania that we acquired vacant in the first quarter of 2012 for $9.1 million. We will fund the remaining $1.9 million from available corporate funds as we complete the lease-up of this redevelopment in early 2014. As of September 30, 2013, 660 West Germantown Pike was 80.3% leased and occupied.

▪	We are continuing the $7.5 million development of 200 Radnor Chester Road, a 17,884 square foot restaurant and retail center adjoining our Radnor, Pennsylvania office properties. We will fund the remaining $2.9 million from available corporate funds in anticipation of the year-end 2013 completion date. As of September 30, 2013, 200 Radnor Chester Road was 80.1% pre-leased.

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We are continuing the $158.5 million development of evo at Cira South (formerly known as the Grove), a 33-story, 850-bed student housing tower in the University City submarket of Philadelphia, Pennsylvania, which we are developing in a 30/30/40 joint venture with Campus Crest Communities, Inc. (30%) and Harrison Street Real Estate Capital (40%), and which we expect to complete in the third quarter of 2014. The joint venture has arranged a $97.8 million construction loan which will begin to fund later this year once the partners have fulfilled their $60.7 million equity contributions, of which $46.4 million has been funded as of September 30, 2013. We have satisfied $13.9 million of our $18.2 million 30% share of the equity commitment and will fund our remaining $4.3 million commitment from available corporate funds.

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We are continuing the $77.0 million development of The Parc at Plymouth Meeting, a 398-unit multi-family project in Plymouth Meeting, Pennsylvania, in a 50/50 joint venture with Toll Brothers which we expect to complete by the end of 2015. The partners have fully funded $31.0 million of project equity with our share satisfied by our contribution of the underlying land parcel. The construction costs will be funded from a pending $56.0 million construction loan whose closing will provide a $4.0 million return of capital to us.

▪	At September 30, 2013, our net debt to gross assets measured 40.9%, reflecting the fact that we had no outstanding balance on our $600.0 million unsecured revolving credit facility and $185.5 million of cash and cash equivalents on hand.

▪	For the quarter ended September 30, 2013, we had a 2.7 EBITDA to interest coverage ratio and a 6.8 ratio of net debt to annualized quarterly EBITDA reflecting our consolidated EBITDA excluding certain capital market and transactional items and our pro rata share of unconsolidated EBITDA, interest and debt.

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•	Occupancy of 90% by year-end 2013 with 92% leased (89.3% occupied inclusive of the 0.7% adverse impact from the Austin JV and the One and Two Commerce Square acquisition);

•	5.0% - 7.0% increase (GAAP) in overall lease rates with a resulting 3.0% - 5.0% increase in 2013 same store NOI (GAAP);

•	No additional capital markets activity beyond $9.3 million of completed fourth quarter note repurchases, the completed Austin JV financings and the prospective One and Two Commerce Square debt assumption;

•	$342.1 million of completed sales activity incorporating $2.6 million for the recently closed 1336 Enterprise Drive sale and $162.4 million for 50% of the recently closed Austin joint venture (50% of $330.0 million less the $5.2 million funding obligation);

•	$34.2 million of completed acquisitions plus $245.5 million for the One and Two Commerce year-end acquisition (74% of $331.8 million) and $24.6 million for a pending fourth quarter acquisition; and

•	FFO and Core FFO per diluted share based on 156.2 million fully diluted weighted average common shares with Core FFO adjusted for items incurred through September 30, 2013.

•	Occupancy improving to a range of 91 - 92% by year-end 2014 with 93 - 94% leased each now incorporating the heretofore unplanned 0.7% reduction attributable to the Austin JV transaction and the One and Two Commerce acquisition;

•	6.0% - 8.0% increase (GAAP) in overall lease rates with a resulting 3.0% - 5.0% increase in 2014 same store NOI (GAAP);

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•	No capital markets or acquisition activity;

•	$150.0 million of aggregate sales activity at an assumed 8.5% capitalization rate; and

•	FFO per diluted share based on 160.4 million fully diluted weighted average common shares.

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