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): December 19, 2007

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

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

555 East Lancaster Avenue, Suite 100
Radnor, PA 19087
(Address of principal executive offices)

(610) 325-5600
(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 2.01. Completion of Acquisition or Disposition of Assets.

On December 19, 2007, we transferred 29 of our office properties to a new joint venture (the “Venture”) that we formed with G&I VI Investment Interchange Office LLC (“G&I VI”), an investment vehicle advised by DRA Advisors LLC. We received net cash proceeds from this transaction, net of transaction expenses, of approximately $230.9 million and a 20% ownership interest in the Venture. We used net proceeds that we received in this transaction to reduce outstanding indebtedness under our unsecured revolving credit facility. At the closing, the Venture obtained third party non-recourse debt financing of approximately $184 million, secured by mortgages on the office properties, and used proceeds of this financing, together with cash equity contributed to the Venture by G&I VI, to fund the cash paid to us. We have provided information on the location, square footage and occupancy of the 29 properties, and additional information regarding the Venture, in our Current Report on Form 8-K that we filed with the SEC on November 9, 2007.

As part of the transaction, our subsidiary management company executed an agreement with the Venture to provide property management and leasing services to the Venture in exchange for a market-based fee. The Venture also issued to the management company a “promoted interest” that will entitle the management company to receive a portion of the net proceeds distributed by the Venture from capital events (such as property sales) if, and after, each of G&I VI and we have received an agreed upon internal rate of return on our respective capital contributions to the Venture.

The Venture acquired the properties based on an aggregate valuation of the properties, determined through arm’s-length negotiation, of approximately $245.4 million. Our receipt of approximately $230.9 million of net cash at closing includes: (1) an advance from the Venture to us of approximately $3.2 million that we expect to repay, together with interest at 8.5% per annum, in approximately three years and (2) an interest-free advance from the Venture to us of $3.2 million on account of our agreement to fund an equal amount of capital expenditures on behalf of the Venture following the closing. We will not receive contingent consideration for the transfers. As part of the transaction, we retained an 11% equity interest in several of the properties transferred to the Venture.

We transferred the properties to the Venture pursuant to contribution and sale agreements. In these agreements we made customary representations, warranties and indemnities with respect to the properties for the benefit of the Venture.

Item 9.01. Financial Statements and Exhibits

	(a)		Not applicable.
	(b)		Pro Forma Financial Information.

The following pro forma financial information (unaudited) with respect to the Venture transactions is filed as Exhibit 99.1 hereto:

•

Pro Forma Consolidated Balance Sheet as of September 30, 2007.

	•		Pro Forma Consolidated Statement of Operations For the Nine Months Ended September 30, 2007.
	•		Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2006.
	•		Notes to Pro Forma Consolidated Financial Statements.

	(c)		Not applicable.
	(d)		Exhibits.

99.1		Pro forma financial information (unaudited) reflecting the closing of the Venture transactions for Brandywine Realty Trust
99.2		Pro forma financial information (unaudited) reflecting the closing of the Venture transactions for Brandywine Operating Partnership, L.P.

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.

		Brandywine Realty Trust
				By:		/s/ Howard M. Sipzner
						Howard M. Sipzner
						Executive Vice President and Chief Financial Officer

		Brandywine Operating Partnership, L.P.
				By:		Brandywine Realty Trust, Its Sole General Partner

				By:		/s/ Howard M. Sipzner
						Howard M. Sipzner
						Executive Vice President and Chief Financial Officer

Date: December 21, 2007

Exhibit 99.1

BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2007
(in thousands)

		Brandywine				Venture				Use of
		Historical				Transaction				Proceeds				Brandywine
		(A)				(B)				(C)				Pro Forma
ASSETS
Real estate investments:
Operating properties		$	4,997,025			$	(222,970	) (B1)		$	—			$	4,774,055
Accumulated depreciation			(583,843	)			57,344	(B1)			—				(526,499	)
Operating real estate investments, net			4,413,182				(165,626	)			—				4,247,556
Development land and construction-in-progress			406,732				(5,594	) (B1)			—				401,138
Total real estate investments, net			4,819,914				(171,220	)			—				4,648,694
Cash and cash equivalents			17,661				230,926	(B2)			(230,926	)			17,661
Accounts receivable, net			17,644				(850	) (B1)			—				16,794
Accrued rent receivable, net			81,529				(4,363	) (B1)			—				77,166
Investment in real estate ventures			72,237				—				—				72,237
Deferred costs, net			84,309				(2,539	) (B1)			—				81,770
Intangible assets, net			233,405				—				—				233,405
Other assets			79,358				(3,510	) (B1)			—				75,848
Total assets		$	5,406,057			$	48,444			$	(230,926	)		$	5,223,575
LIABILITIES AND BENEFICIARIES’ EQUITY
Mortgage notes payable		$	617,645			$	—			$	—			$	617,645
Unsecured notes			2,208,207				—				—				2,208,207
Unsecured credit facility			442,664				—				(230,926	)			211,738
Accounts payable and accrued expenses			111,480				(996	) (B3)			—				110,484
Distributions payable			42,253				—				—				42,253
Tenant security deposits and deferred rents			59,107				(1,663	) (B3)			—				57,444
Acquired below market leases, net			72,731				—				—				72,731
Other liabilities			17,899				10,405	(B4)			—				28,304
Total liabilities			3,571,986				7,746				(230,926	)			3,348,806
Minority Interest			81,583				—				—				81,583
Beneficiaries’ equity:
Preferred shares			43				—				—				43
Common shares			868				—				—				868
Additional paid in capital			2,269,250				—				—				2,269,250
Cumulative earnings			446,706				40,698	(B5)			—				487,404
Accumulated other comprehensive income (loss)			(2,865	)			—				—				(2,865	)
Cumulative distributions			(961,514	)			—				—				(961,514	)
Total beneficiaries’ equity			1,752,488				40,698				—				1,793,186
Total liabilities and beneficiaries’ equity		$	5,406,057			$	48,444			$	(230,926	)		$	5,223,575

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2007
(in thousands, except per share data)

						Venture Transaction
						Properties								Prentiss				Other				Other
		Historical				Sold				Other				Merger				Acquisitions				Dispositions
		(a)				(b)				(c)				(d)				(e)				(f)				Pro Forma
Revenue:
Rents		$	418,626			$	(19,941	)		$	—			$	—			$	14,662	(e1)		$	—			$	413,347
Tenant Reimbursements			63,254				(2,541	)			—				—				1,761	(e1)			—				62,474
Other			20,929				(75	)			541	(c1)			—				13	(e1)			—				21,408
Total revenue			502,809				(22,557	)			541				—				16,436				—				497,228
Operating Expenses
Property operating expenses			140,036				(4,476	)			—				—				3,048	(e1)			—				138,608
Real estate taxes			48,310				(2,386	)			—				—				981	(e1)			—				46,905
Depreciation and amortization			181,790				(8,789	)			—				—				6,733	(e2)			—				179,734
Administrative expenses			21,714				—				252	(c1)			—				—				—				21,966
Total operating expenses			391,850				(15,651	)			252				—				10,762				—				387,213
Operating income (loss)			110,959				(6,906	)			289				—				5,674				—				110,015
Other Income (Expense):
Interest income			3,450				—				—				—				—				—				3,450
Interest expense			(122,029	)			—				10,392	(c2)			—				(2,895	) (e3)			2,731	(f2)			(111,802	)
Interest expense — Deferred financing costs			(3,381	)			—				—				—				—				—				(3,381	)
Equity in income of real estate ventures			6,021				—				481	(c3)			—				—				—				6,502
Net gain on sale of real estate			421				—				—				—				—				—				421
Income (loss) before minority interest			(4,559	)			(6,906	)			11,162				—				2,779				2,731				5,205
Minority interest — partners’ share of consolidated real estate ventures			(103	)			—				—				—				69	(e4)			—				(34	)
Minority interest attributable to continuing operations — LP units (g)			456				295				(477	)			—				(119	)			(117	)			39
Income (loss) from continuing operations			(4,206	)			(6,611	)			10,685				—				2,729				2,614				5,210
Income allocated to Preferred Shares			(5,994	)			—				—				—				—				—				(5,994	)
Income (loss) allocated to Common Shares from continuing operations		$	(10,200	)		$	(6,611	)		$	10,685			$	—			$	2,729			$	2,614			$	(784	)
Per share data:
Basic earnings per Common Share from continuing operations		$	(0.12	)																						$	(0.01	)
Diluted earnings per Common Share from continuing operations		$	(0.12	)																						$	(0.01	)
Weighted average number of Common Shares outstanding			87,416																								87,416
Weighted average number of common and dilutive common equivalent shares outstanding			87,416																								87,416

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2006
(in thousands, except per share data)

						Venture Transaction
						Properties								Prentiss				Other				Other
		Historical				Sold				Other				Merger				Acquisitions				Dispositions
		(a)				(b)				(c)				(d)				(e)				(f)				Pro Forma
Revenue:
Rents		$	559,936			$	(23,499	)		$	—			$	3,209	(d1)		$	39,883	(e1)		$	(39,716	) (f1)		$	539,813
Tenant Reimbursements			80,470				(3,129	)			—				195	(d1)			2,941	(e1)			(1,537	) (f1)			78,940
Other			22,395				(878	)			660	(c1)			—				204	(e1)			(698	) (f1)			21,683
Total revenue			662,801				(27,506	)			660				3,404				43,028				(41,951	)			640,436
Operating Expenses
Property operating expenses			188,001				(6,177	)			—				769	(d1)			5,751	(e1)			(15,612	) (f1)			172,732
Real estate taxes			65,584				(3,118	)			—				342	(d1)			3,080	(e1)			(4,697	) (f1)			61,191
Depreciation and amortization			248,132				(9,830	)			—				1,644	(d2)			16,810	(e2)			(17,250	) (f1)			239,506
Administrative expenses			29,644				—				297	(c1)			—				—				—				29,941
Total operating expenses			531,361				(19,125	)			297				2,755				25,641				(37,559	)			503,370
Operating income (loss)			131,440				(8,381	)			363				649				17,387				(4,392	)			137,066
Other Income (Expense):
Interest income			9,513				—				—				—				—				—				9,513
Interest expense			(171,177	)			—				13,856	(c2)			(364	) (d3)			(16,466	) (e3)			24,774	(f2)			(149,378	)
Interest expense — Deferred financing costs			(4,607	)			—				—				—				—				—				(4,607	)
Equity in income of real estate ventures			2,165				—				73	(c3)			—				—				—				2,238
Net gain on sale of real estate			14,190				—				—				—				—				—				14,190
Gain on termination of purchase contract			3,147				—				—				—				—				—				3,147
Income (loss) before minority interest			(15,329	)			(8,381	)			14,291				285				920				20,382				12,168
Minority interest — partners’ share of consolidated real estate ventures			270				—				—				—				(442)	(e4)			—				(172	)
Minority interest attributable to continuing operations — LP units (g)			1,028				378				(645	)			(13	)			(61	)			(919	)			(232	)
Income (loss) from continuing operations			(14,031	)			(8,003	)			13,647				272				417				19,463				11,764
Income allocated to Preferred Shares			(7,992	)			—				—				—				—				—				(7,992	)
Income (loss) allocated to Common Shares from continuing operations		$	(22,023	)		$	(8,003	)		$	13,647			$	272			$	417			$	19,463			$	3,772
Per share data:
Basic earnings per Common Share from continuing operations		$	(0.25	)																						$	0.04
Diluted earnings per Common Share from continuing operations		$	(0.24	)																						$	0.04
Weighted average number of Common Shares outstanding			89,552																								89,552
Weighted average number of common and dilutive common equivalent shares outstanding			90,071																								90,071

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     Note 1: Presentation

On December 19, 2007, Brandywine Realty Trust and subsidiaries (collectively, “Brandywine”) transferred 29 office properties to a new joint venture (the “Venture”) that Brandywine formed with G&I VI Investment Interchange Office LLC (“G&I VI”), an investment vehicle advised by DRA Advisors LLC. Brandywine received cash proceeds from this transaction, net of its own transaction expenses, of approximately $230.9 million and a 20% ownership interest in the Venture. Brandywine used net proceeds that it received in this transaction to reduce outstanding indebtedness under its unsecured revolving credit facility. At the closing, the Venture obtained third party non-recourse debt financing of approximately $184 million, secured by mortgages on the office properties, and used proceeds of this financing, together with cash equity contributed to the Venture by G&I VI, to fund a portion of the cash paid to Brandywine.

As part of the transaction, Brandywine’s subsidiary management company executed an agreement with the Venture to provide property management and leasing services to the Venture in exchange for a market-based fee. The Venture also issued to Brandywine’s management company a “promoted interest” that will entitle the management company to receive a portion of the net proceeds distributed by the Venture from capital events (such as property sales) if, and after, each of G&I VI and Brandywine has received an agreed upon internal rate of return on their respective capital contributions to the Venture.

The Venture acquired the properties based on an aggregate valuation of the properties, determined through arm’s-length negotiation, of approximately $245.4 million. Brandywine’s receipt of approximately $230.9 million of net cash at closing includes: (1) an advance from the Venture to Brandywine of approximately $3.2 million that Brandywine expects to repay, together with interest at 8.5% per annum, in approximately three years and (2) an interest-free advance from the Venture to Brandywine of $3.2 million on account of Brandywine’s agreement to fund an equal amount of capital expenditures on behalf of the Venture following the closing. Brandywine will not receive contingent consideration for the transfers. As part of the transaction, Brandywine retained an 11% equity interest in several of the properties transferred to the Venture.

Certain other capital transactions were completed during the year ended December 31, 2006 and the nine-month period ended September 30, 2007, including the consummation of the Prentiss Merger (described below) on January 5, 2006, certain other acquisitions (collectively, the “Other Acquisitions” including: (i) the acquisition for approximately $63.7 million of the remaining 49% interest in ten office properties in which Brandywine owned the other 51% interest (ii) the acquisition by Brandywine of 11 office properties containing approximately 2.2 million net rentable square feet for an aggregate purchase price of $481.6 million in six transactions) and certain other property dispositions (collectively, the “Other Dispositions” including disposition by Brandywine of 18 properties containing 3.5 million net rentable square feet and seven land parcels containing an aggregate of 56.2 acres of land for an aggregate proceeds of $355.7 million in seven transactions). These transactions are significant to the understanding of Brandywine’s current financial position and operations.

On January 5, 2006, Brandywine acquired Prentiss pursuant to the Merger Agreement that Brandywine entered into with Prentiss on October 3, 2005. In conjunction with Brandywine’s acquisition of Prentiss, designees of The Prudential Insurance Company of America (“Prudential”) acquired certain of Prentiss’ properties that contain an aggregate of approximately 4.32 million net rentable square feet for a total consideration of approximately $747.7 million. Through its acquisition of Prentiss (and after giving effect to the Prudential acquisition of Prentiss’ properties), Brandywine acquired a portfolio of 79 office properties (including 13 properties that were owned by consolidated Real Estate Ventures and seven properties that were owned by an unconsolidated Real Estate Venture) that contain an aggregate of 14.0 million net rentable square feet. The results of the operations of Prentiss have been included in Brandywine’s consolidated financial statements since January 5, 2006.

Brandywine funded the approximately $1.05 billion cash portion of the merger consideration, related transaction costs and prepayments of approximately $543.3 million in Prentiss mortgage debt at the closing of the merger through (i) a $750 million unsecured term loan (ii) approximately $676.5 million of cash from Prudential’s acquisition of Prentiss properties; and (iii) approximately $195.0 million through borrowing under a revolving credit facility.

The Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2007 presents the historical amounts for Brandywine, adjusted for the effects of the Venture transactions, Prentiss Merger, Other Acquisitions, and Other Dispositions as if such transactions had occurred on September 30, 2007.

The Unaudited Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position of Brandywine would have been had the Venture transactions, Prentiss Merger, Other Acquisitions, and Other Dispositions actually occurred on September 30, 2007, nor does it purport to represent the future financial position of Brandywine.

The Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2007 and for the year ended December 31, 2006 present the historical amounts for Brandywine, adjusted for the effects of the Venture transactions, Prentiss Merger, Other Acquisitions, and Other Dispositions, as if such transactions had occurred at January 1, 2006.

The Unaudited Pro Forma Consolidated Statements of Operations for the nine-months ended September 30, 2007 and for the year ended December 31, 2006 are unaudited and are not necessarily indicative of what the actual results of operations of Brandywine would have been had the Venture transactions, Prentiss Merger, Other Acquisitions, and Other Dispositions actually occurred at January 1, 2006, nor does it purport to represent the future operations of Brandywine.

The pro forma financial information should be read in conjunction with the financial statements and related notes of each of Brandywine Realty Trust and Brandywine Operating Partnership, L.P. included in their respective reports filed under the Securities Exchange Act of 1934, as amended. In the opinion of management, all adjustments necessary to reflect the effects of the Venture transactions, Prentiss Merger, Other Acquisitions, and Other Dispositions have been made.

     Note 2: Pro Forma Consolidated Balance Sheet Notes and Management Assumptions

(A)		Reflects the consolidated historical balance sheet of Brandywine as of September 30, 2007 as contained in the historical consolidated financial statements and notes in Brandywine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(B)		Represents the adjustments to reflect the Venture transactions, as follows:
		(B1) Represents the transfer of the Properties’ assets and liabilities.
		(B2) Represents the net proceeds received by Brandywine, including adjustment for Brandywine’s equity interest in the Venture, the settlement of certain liabilities related to the Properties and transaction costs.
		(B3) Represents the settlement of certain liabilities relating to the Properties in the Venture transactions.
		(B4) Represents Brandywine’s agreement to fund $3.2 million of capital expenditures on behalf of the Venture, $4.0 million of tenant improvements and leasing commissions that Brandywine will fund, and Brandywine’s receipt of approximately $3.2 million at closing that Brandywine expects to repay in three years.

(B5) Represents the estimated gain on sale recognized by Brandywine upon completion of the Venture transactions calculated as follows:

Fair Value of interest in real estate sold ($245.5M x 80%) less 11% equity retained		$	193,079
Less: Cost of interest in real estate sold ($179.8M x 80%)			(143,858	)
Tenant improvement and leasing commission obligation			(4,000	)
Company’s aniticipated closing costs and prorations			(4,523	)
Subtotal			(152,381	)
Total gain recognized			40,698

(C)

Represents use of proceeds to reduce outstanding balances under Brandywine’s unsecured revolving credit facility.

     Note 3: Pro Forma Consolidated Statements of Operations Notes and Management Assumptions

(a)		Reflects the consolidated results of operations of Brandywine for the nine months ended September 30, 2007 and for the year ended December 31, 2006, as contained in the historical consolidated financial statements and notes thereto in Brandywine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and in Brandywine’s Annual Report on Form 10-K for the year ended December 31, 2006, respectively.
(b)		Represents the revenues and expenses of the Properties transferred by Brandywine in connection with the Venture transactions for the nine months ended September 30, 2007 and for the year ended December 31, 2006.
(c)		Represents additional adjustments made in connection with the Venture transactions as follows:

(c1) Other income represents management fee income pursuant to the management and leasing agreement. Prior to the Venture transactions, property management fee income was eliminated upon consolidation and property management operating expenses were reflected in property operating expenses. This management fee income after the Venture transactions will be reflected as other income after the Venture transactions. Administrative expense represents the costs of managing the Properties pursuant to the management agreement, net of contractual anticipated reimbursements of a portion of such costs, in addition to management fees received.

(c2) Interest expense represents the elimination of interest expense on the portion of Brandywine’s revolving credit facility that was repaid with proceeds from the Venture transactions.

(c3) Equity in income of real estate ventures represents Brandywine’s estimated allocable income from the Venture, after taking into account the Venture transactions activity, which includes preliminary allocations of the purchase price in accordance with FAS No. 141, Business Combinations.

(d)

Reflects the impact of the Prentiss Merger for the year ended December 31, 2006 as follows:

(d1) Represents incremental rental revenue, tenant reimbursement, operating expenses and real estate taxes for each of the acquired properties for the period from January 1 through January 5, 2006 as if the Prentiss Merger had occurred on January 1, 2006. The results of the operations of Prentiss have been included in Brandywine’s consolidated financial statements since January 5, 2006 and, therefore, no adjustment is necessary for the nine months ended September 30, 2007.

(d2) Represents depreciation and amortization of related intangibles from the Prentiss Merger for the period from January 1 through January 5, 2006 as if the Prentiss Merger had occurred on

January 1, 2006, computed over the estimated useful lives of the underlying assets. The results of the operations of Prentiss have been included in Brandywine’s consolidated financial statements since January 5, 2006 and, therefore, no adjustment is necessary for the nine months ended September 30, 2007.

(d3) Reflects the incremental interest expense for the Prentiss Merger for the period from January 1 through January 5, 2006 as if the Prentiss Merger had occurred on January 1, 2006, computed using the actual rates on debt financing utilized.

(e)

Reflects the impact of the Other Acquisitions for the nine months ended September 30, 2007 and the year ended December 31, 2006 as follows:

(e1) Represents incremental rental revenue, tenant reimbursement, operating expenses and real estate taxes for each of the acquired properties for the period from January 1 through the earlier of the actual date of acquisition or the end of the period reflected computed as if the acquisitions occurred on January 1, 2006.

(e2) Represents depreciation and amortization of related intangibles for acquired properties for the period from January 1 through the earlier of the actual date of acquisition or the end of the period reflected computed as if the acquisitions occurred on January 1, 2006 over the estimated useful lives of the underlying assets.

(e3) Reflects the incremental interest expense for the Other Acquisitions for the nine months ended September 30, 2007 and the year ended December 31, 2006 where the cash portion paid for each acquisition was funded using borrowings on Brandywine’s revolving credit facility for the period from January 1 through the earlier of the actual date of acquisition or the end of the period reflected computed as if the acquisitions occurred on January 1, 2006 using actual monthly rates on the line over the periods. Each 1/8 of 1% increase in the annual interest rate of the revolving credit facility will increase interest expense by approximately $0.1 million and $0.4 million for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.

(e4) Reflects the elimination of the minority interest in income relating to the acquired remaining 49% interest in ten office properties in which Brandywine owned the other 51% interest. Subsequent to this transaction, Brandywine owned 100% and no allocation was required.

(f)

Reflects the impact of the Other Dispositions for the nine months ended September 30, 2007 and the year ended December 31, 2006 as follows:

(f1) Represents the elimination of the actual historical results of operations of the Other Dispositions as if the dispositions occurred on January 1, 2006. This adjustment is not reflected in the Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2007 as these properties were classified as discontinued operations during that period and historical reported numbers already reflect the reclassification of revenues and expenses to results of discontinued operations.

(f2) Reflects the reduction in interest expense for the Other Dispositions for the nine months ended September 30, 2007 and the year ended December 31, 2006 where the cash proceeds for each disposition were used to reduce borrowings on Brandywine’s revolving credit facility computed as if the dispositions occurred on January 1, 2006 using actual monthly rates on the line over the periods. Each 1/8 of 1% decrease in the interest rate of the revolving credit facility will decrease interest expense by approximately $0.1 million and $0.5 million for the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively.

(g)

Represents the adjustment to reflect the impact of a 4.27% and 4.51% allocation at September 30, 2007 and December 31, 2006, respectively, to the minority interest in Brandywine Operating Partnership based on outside ownership.

Exhibit 99.2

BRANDYWINE OPERATING PARTNERSHIP, L.P.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2007
(in thousands)

		Brandywine				Venture				Use of
		Historical				Transaction				Proceeds				Brandywine
		(A)				(B)				(C)				Pro Forma
ASSETS
Real estate investments:
Operating properties		$	4,997,025			$	(222,970	) (B1)		$	—			$	4,774,055
Accumulated depreciation			(583,843	)			57,344	(B1)			—				(526,499	)
Operating real estate investments, net			4,413,182				(165,626	)			—				4,247,556
Development land and construction-in-progress			406,732				(5,594	) (B1)			—				401,138
Total real estate investments, net			4,819,914				(171,220	)			—				4,648,694
Cash and cash equivalents			17,661				230,926	(B2)			(230,926	)			17,661
Accounts receivable, net			17,644				(850	) (B1)			—				16,794
Accrued rent receivable, net			81,529				(4,363	) (B1)			—				77,166
Investment in real estate ventures			72,237				—				—				72,237
Deferred costs, net			84,309				(2,539	) (B1)			—				81,770
Intangible assets, net			233,405				—				—				233,405
Other assets			79,358				(3,510	) (B1)			—				75,848
Total assets		$	5,406,057			$	48,444			$	(230,926	)		$	5,223,575
LIABILITIES AND PARTNERS’ EQUITY
Mortgage notes payable		$	617,645			$	—			$	—			$	617,645
Unsecured notes			2,208,207				—				—				2,208,207
Unsecured credit facility			442,664				—				(230,926	)			211,738
Accounts payable and accrued expenses			111,480				(996	) (B3)			—				110,484
Distributions payable			42,253				—				—				42,253
Tenant security deposits and deferred rents			59,107				(1,663	) (B3)			—				57,444
Acquired below market leases, net			72,731				—				—				72,731
Other liabilities			17,899				10,405	(B4)			—				28,304
Total liabilities			3,571,986				7,746				(230,926	)			3,348,806
Partners’ equity:
Redeemable limited partnership units at redemption value			97,430				—				—				97,430
7.50% Series D Preferred Mirror Units			47,912				—				—				47,912
7.375% Series E Preferred Mirror Units			55,538				—				—				55,538
General Partnership Capital			1,636,056				40,698	(B5)			—				1,676,754
Accumulated other comprehensive loss			(2,865	)			—				—				(2,865	)
Total partners’ equity			1,834,071				40,698				—				1,874,769
Total liabilities and partners’ equity		$	5,406,057			$	48,444			$	(230,926	)		$	5,223,575

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

BRANDYWINE OPERATING PARTNERSHIP, L.P.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2007
(in thousands, except per share data)

						Venture Transaction
						Properties								Prentiss				Other				Other
		Historical				Sold				Other				Merger				Acquisitions				Dispositions
		(a)				(b)				(c)				(d)				(e)				(f)				Pro Forma
Revenue:
Rents		$	418,626			$	(19,941	)		$	—			$	—			$	14,662	(e1)		$	—			$	413,347
Tenant Reimbursements			63,254				(2,541	)			—				—				1,761	(e1)			—				62,474
Other			20,929				(75	)			541	(c1)			—				13	(e1)			—				21,408
Total revenue			502,809				(22,557	)			541				—				16,436				—				497,228
Operating Expenses
Property operating expenses			140,036				(4,476	)			—				—				3,048	(e1)			—				138,608
Real estate taxes			48,310				(2,386	)			—				—				981	(e1)			—				46,905
Depreciation and amortization			181,790				(8,789	)			—				—				6,733	(e2)			—				179,734
Administrative expenses			21,714				—				252	(c1)			—				—				—				21,966
Total operating expenses			391,850				(15,651	)			252				—				10,762				—				387,213
Operating income (loss)			110,959				(6,906	)			289				—				5,674				—				110,015
Other Income (Expense):
Interest income			3,450				—				—				—				—				—				3,450
Interest expense			(122,029	)			—				10,392	(c2)			—				(2,895	) (e3)			2,731	(f2)			(111,802	)
Interest expense — Deferred financing costs			(3,381	)			—				—				—				—				—				(3,381	)
Equity in income of real estate ventures			6,021				—				481	(c3)			—				—				—				6,502
Net gain on sale of real estate			421				—				—				—				—				—				421
Income (loss) before minority interest			(4,559	)			(6,906	)			11,162				—				2,779				2,731				5,205
Minority interest — partners’ share of consolidated real estate ventures			(103	)			—				—				—				69	(e4)			—				(34	)
Income (loss) from continuing operations			(4,662	)			(6,906	)			11,162				—				2,848				2,731				5,171
Income allocated to Preferred Units			(5,994	)			—				—				—				—				—				(5,994	)
Income (loss) allocated to Common Partnership Units from continuing operations		$	(10,656	)		$	(6,906	)		$	11,162			$	—			$	2,848			$	2,731			$	(823	)
Per share data:
Basic earnings per Common Partnership Unit from continuing operations		$	(0.12	)																						$	(0.01	)
Diluted earnings per Common Partnership Unit from continuing operations		$	(0.12	)																						$	(0.01	)
Weighted average number of Common Partnership Units outstanding			91,334																								91,334
Weighted average number of common and dilutive common equivalent units outstanding			91,334																								91,334

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

BRANDYWINE OPERATING PARTNERSHIP, L.P.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2006
(in thousands, except per share data)

						Venture Transaction
						Properties								Prentiss				Other				Other
		Historical				Sold				Other				Acquisition				Acquisitions				Dispositions
		(a)				(b)				(c)				(d)				(e)				(f)				Pro Forma
Revenue:
Rents		$	559,936			$	(23,499	)		$	—			$	3,209	(d1)		$	39,883	(e1)		$	(39,716	) (f1)		$	539,813
Tenant Reimbursements			80,470				(3,129	)			—				195	(d1)			2,941	(e1)			(1,537	) (f1)			78,940
Other			22,395				(878	)			660	(c1)			—				204	(e1)			(698	) (f1)			21,683
Total revenue			662,801				(27,506	)			660				3,404				43,028				(41,951	)			640,436
Operating Expenses
Property operating expenses			188,001				(6,177	)			—				769	(d1)			5,751	(e1)			(15,612	) (f1)			172,732
Real estate taxes			65,584				(3,118	)			—				342	(d1)			3,080	(e1)			(4,697	) (f1)			61,191
Depreciation and amortization			248,132				(9,830	)			—				1,644	(d2)			16,810	(e2)			(17,250	) (f1)			239,506
Administrative expenses			29,644				—				297	(c1)			—				—				—				29,941
Total operating expenses			531,361				(19,125	)			297				2,755				25,641				(37,559	)			503,370
Operating income (loss)			131,440				(8,381	)			363				649				17,387				(4,392	)			137,066
Other Income (Expense):
Interest income			9,513				—				—				—				—				—				9,513
Interest expense			(171,177	)			—				13,856	(c2)			(364	) (d3)			(16,466	) (e3)			24,774	(f2)			(149,378	)
Interest expense — Deferred financing costs			(4,607	)			—				—				—				—				—				(4,607	)
Equity in income of real estate ventures			2,165				—				73	(c3)			—				—				—				2,238
Net gain on sale of real estate			14,190				—				—				—				—				—				14,190
Gain on termination of purchase contract			3,147				—				—				—				—				—				3,147
Income (loss) before minority interest			(15,329	)			(8,381	)			14,291				285				920				20,382				12,168
Minority interest — partners’ share of consolidated real estate ventures			270				—				—				—				(442	) (e4)			—				(172	)
Income (loss) from continuing operations			(15,059	)			(8,381	)			14,291				285				478				20,382				11,996
Income allocated to Preferred Units			(7,992	)			—				—				—				—				—				(7,992	)
Income (loss) allocated to Common Partnership Units from continuing operations		$	(23,051	)		$	(8,381	)		$	14,291			$	285			$	478			$	20,382			$	4,004
Per share data:
Basic earnings per Common Partnership Unit from continuing operations		$	(0.25	)																						$	0.04
Diluted earnings per Common Partnership Unit from continuing operations		$	(0.24	)																						$	0.04
Weighted average number of Common Partnership Units outstanding			93,704																								93,704
Weighted average number of common and dilutive common equivalent units outstanding			94,222																								94,222