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Funds from Operations (FFO) available to common shares and units in the third quarter of 2014 totaled $62.7 million or $0.36 per diluted share versus $63.0 million or $0.39 per diluted share in the third quarter of 2013. FFO for the three months of 2014 was impacted by a $3.8 million loss on the early extinguishment of debt and $0.2 million of various transaction costs. Our third quarter 2014 payout ratio ($0.15 common share distribution / $0.36 FFO per diluted share) was 41.7%.

▪	Net Income allocated to common shares totaled $6.9 million or $0.04 per diluted share in the third quarter of 2014 compared to a net income of $9.2 million or $0.06 per diluted share in the third quarter of 2013.

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In the third quarter of 2014, we incurred $13.8 million of revenue maintaining capital expenditures which along with other adjustments to FFO, resulted in $34.3 million or $0.20 per diluted share of Cash Available for Distribution (CAD). In the third quarter of 2013, we incurred $19.3 million of revenue maintaining capital expenditures that resulted in $27.1 million or $0.17 per diluted share of CAD. Our third quarter 2014 CAD payout ratio was 75.0% ($0.15 common share distribution / $0.20 CAD per diluted share).

▪	Our weighted-average fully-diluted shares and units outstanding increased to 174.9 million from 159.8 million for the three months ended September 30, 2014 and 2013, respectively.

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Our FFO available to common shares and units in the first nine months of 2014 totaled $173.6 million or $1.05 per diluted share versus $163.6 million or $1.06 per diluted share in the first nine months of 2013. FFO for the first nine months of 2014 was impacted by (i) $3.8 million loss on the early extinguishment of debt (ii) G&A expense includes $0.6 million due to employee severance costs, (iii) $1.2 million gain on the sale of a vacant land parcel, (iv) $0.8 million of unrecovered weather-related costs, primarily snow removal, and (v) $0.4 million of transaction

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▪	Net income allocated to common shares totaled $3.3 million or $0.02 per diluted share in the first nine months of 2014 compared to net income of $16.5 million or $0.11 per diluted share in the first nine months of 2013.

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In the first nine months of 2014, we incurred $51.5 million of revenue maintaining capital expenditures which along with other adjustments to FFO, resulted in $97.2 million or $0.59 per diluted share of CAD. In the first nine months of 2013, we incurred $47.0 million of revenue maintaining capital expenditures which resulted in $90.6 million, or $0.58 per diluted share of CAD. Our first nine months 2014 CAD payout ratio was 76.3% ($0.45 common share distribution / $0.59 CAD per diluted share).

▪	Our weighted-average fully-diluted shares and units outstanding increased to 165.1 million from 154.9 million for the nine months ended September 30, 2014 and 2013, respectively.

▪	At September 30, 2014, our core portfolio of 195 properties comprising 23.5 million square feet was 88.9% occupied and we are now 92.5% leased (reflecting new leases commencing after September 30, 2014). This executed forward leasing, of which 722,000 square feet commences in the fourth quarter, will result in a year-end occupancy of 91.3%.

▪	In the third quarter of 2014, our Net Operating Income (NOI) excluding termination revenues and other income items increased 2.2% on a GAAP basis and 4.2% on a cash basis for our 191 same store properties.

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We leased approximately 1.3 million square feet and commenced occupancy on over 1.1 million square feet during the third quarter of 2014. The third quarter occupancy activity includes 766,000 square feet of renewals, 262,000 square feet of new leases and 101,000 square feet of tenant expansions. We have an additional 863,000 square feet of executed new leasing scheduled to commence subsequent to September 30, 2014.

▪	We achieved a 72.4% tenant retention ratio in our core portfolio with net absorption of (68,000) square feet during the third quarter of 2014. Third quarter rental rate growth was 20.3% as our renewal rental rates increased 22.9% and our new lease/expansion rental rates increased 0.5%, both on a GAAP basis.

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We have formed a 50/50 joint venture partnership with LCOR/CalSTRS for a mixed-use development located at 1919 Market Street in Philadelphia, Pennsylvania. The joint venture is planning a 29-story, 455,000 square foot mixed-use development consisting of residential, office, retail and parking components. The project will be comprised of 321 luxury rental apartments with full concierge service and rooftop amenities that include fitness center, club room with demonstration kitchen, outdoor roof garden with fire pit and ledge pool, and fully-equipped game room including golf simulator. The office/commercial space will consist of 24,000 square feet and is 90% pre-leased to Independence Blue Cross and CVS. A 215-car structured parking facility will support the development and also offer parking to the public. As part of its land monetization program, we have contributed the land parcel at 1919 Market Street and will manage the retail and parking components of the project. The project has already closed on an $88.9 million floating-rate secured financing at LIBOR+ 2.25%.

▪	Our existing Austin Joint Venture (the “Venture”) with DRA Advisors LLC (“DRA”) has acquired the following office portfolios in Austin, Texas:

•	Crossings at Lakeline, which consists of two three-story buildings totaling 232,300 square feet located in the northwest submarket in Austin, for a purchase price of $48.2 million, or $208 PSF and was 94% occupied

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River Place, which consists of seven Class A office buildings totaling 590,900 square feet and two parking structures in Austin, for a purchase price of $128.1 million, or $217 PSF and was 81% occupied and 89% leased at the time of acquisition. In addition to partners’ equity of $40.1 million, to facilitate an expedited closing, Brandywine provided $88.0 million short-term financing to the Venture at 4% until a permanent secured financing is obtained which we expect to close by December 31, 2014.

▪	On September 30, 2014, we sold Campus Pointe in Reston, Virginia and we currently have under firm contract for sale to close October 24, 2014, Valleybrooke Office Park located in Malvern, Pennsylvania. The assets total 452,900 square feet for a total sales price of $80.5 million, or $178 per square foot.

▪	In June 2014, NAIOP, the Commercial Real Estate Development Association, announced the selection of Brandywine as the 2014 Developer of the Year - the association’s highest honor.

▪	On September 18, 2014, the Delaware Valley Green Building Council awarded Brandywine the 2014 Corporate Groundbreaker Award in recognition of our regional commitment to sustainable development and our role in the annual tri-state creation and success of the Sustainability Symposium.

▪	During the third quarter, Brandywine earned 10 new 2014 U.S. Environmental Protection Agency (EPA) Energy Star awards and 11 re-certifications for a total of 25 new stars and 37 re-certifications year-to-date. We currently have 138 owned or managed Energy Star-rated buildings (representing over 63% of our overall inventory) encompassing nearly 21.4 million square feet.

▪	On August 1, 2014, we completed our public offering of 21,850,000 common shares, including 2,850,000 shares issued and sold to the underwriters, realizing net proceeds of approximately $335.0 million.

▪	On September 8, 2014, we issued $250 million 4.10% ten-year guaranteed notes and $250 million 4.55% fifteen-year guaranteed notes, realizing net proceeds of approximately $492.0 million.

▪	On September 16, 2014, we completed a $117.8 million tender offer of our 5.40% Guaranteed Notes due 2014 and 7.50% Guaranteed Notes due 2015, collectively, the “Notes”. In addition, we paid off our unsecured term loans totaling $250 million that were due in 2015 and 2016.

▪	On October 16, 2014, we redeemed $258.4 million of all outstanding “Notes” not previously retired through the Tender Offer.

▪	At September 30, 2014, our net debt to gross assets measured 37.0%, reflecting no outstanding balance on our $600.0 million unsecured revolving credit facility and $671.9 million of cash and cash equivalents on hand.

▪	For the quarter ended September 30, 2014, we had a 2.7 EBITDA to interest coverage ratio and a 6.4 ratio of net debt to annualized quarterly consolidated EBITDA.

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•	Occupancy improving to 91.3% by year-end 2014 with 93 - 94% leased;

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

•	4.0 - 6.0% increase in 2014 same store cash NOI;

•	Solely for the purpose of computing guidance, no additional equity or debt capital markets activity, including no share issuances under our ATM Program, and no additional acquisition activity;

•	$150.0 million of sales activity at an 8.5% capitalization rate weighted to the second half of 2014; and

•	FFO per diluted share based on 169.6 million fully diluted weighted average common shares.

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•	Occupancy improving to a range of 92 - 93% by year-end 2015 with 93.5 - 94.5% leased;

•	6.0 - 8.0% GAAP increase in overall lease rates with a resulting 3.0 - 5.0% increase in 2015 same store NOI GAAP;

•	2.0 - 4.0% increase in 2015 same store cash NOI growth;

•	$250.0 million of aggregate acquisition activity at an assumed 7.0% capitalization rate;

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

•	FFO per diluted share based on 182.8 million fully diluted weighted average common shares.

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