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		000-24407		23-2862640
(Brandywine Operating Partnership, L.P.)
(State or Other Jurisdiction of Incorporation or		(Commission file number)		(I.R.S. Employer
Organization)				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 2.02 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 31, 2008, we issued a press release announcing our financial results for the three- and six-months ending June 30, 2008. 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 31, 2008

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 31, 2008

EXHIBIT INDEX

Exhibit
No.		Description
99.1		Press Release dated July 31, 2008

Exhibit 99.1

Brandywine Realty Trust Reports Second Quarter 2008 Results

Radnor, PA, July 31, 2008 — 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, 2008. The highlights are as follows:

Financial Highlights — Second Quarter

	§		Net income allocated to common shares totaled $7.4 million or $0.08 per diluted share in the second quarter of 2008 compared to a loss of $0.8 million or ($0.01) per diluted share in the second quarter of 2007. Net income in the second quarter of 2008 included a $13.4 million gain on the disposition of discontinued real estate offset by a previously disclosed, $6.85 million impairment charge related to a portfolio of five held-for-sale properties, while net income in the second quarter of 2007 included a $0.9 million loss on the disposition of discontinued real estate.
	§		Funds from operations (FFO) in the second quarter of 2008 totaled $52.2 million ($59.0 million excluding the $6.85 million impairment charge) or $0.57 per diluted share ($0.65 per diluted share excluding the impairment charge), compared to $59.0 million or $0.65 per diluted share in the second quarter of 2007. FFO in the second quarter of 2008 included a $1.0 million gain ($0.01 per diluted share) attributable to the early extinguishment of a portion of an unsecured debt obligation.
	§		In the second quarter of 2008, we incurred $9.3 million of revenue maintaining capital expenditures which along with other adjustments to FFO, resulted in $43.4 million of cash available for distribution (CAD) or $0.48 per diluted share compared to $33.5 million of CAD or $0.37 per diluted share in the second quarter of 2007 when we incurred $17.3 million of revenue maintaining capital expenditures. Our second quarter 2008 CAD payout ratio ($0.44 common share dividend / $0.48 CAD) was 91.7%.

Financial Highlights — Six Months

	§		Net income allocated to common shares totaled $20.1 million or $0.23 per diluted share in the first six months of 2008 compared to $16.4 million or $0.19 per diluted share in the first six months of 2007. Net income in the first six months of 2008 included $21.4 million of gains on the disposition of discontinued real estate offset by the $6.85 million impairment charge, while net income in the first six months of 2007 included $25.2 million of gains on the disposition of discontinued real estate.
	§		FFO for the first six months of 2008 totaled $114.7 million ($121.5 million excluding the $6.85 million impairment charge) or $1.26 per diluted share ($1.34 per diluted share excluding the impairment charge), compared to $117.5 million or $1.27 per diluted share for the first six months of 2007. FFO in the first half of 2008 included a $4.3 million gain ($0.05 per diluted share) attributable to the early extinguishment of a portion of an unsecured debt obligation.
	§		For the first six months of 2008, CAD totaled $90.7 million or $1.00 per diluted share versus $65.4 million or $0.71 per diluted share for the first six months of 2007. Our CAD payout ratio (on $0.88 of aggregate common share dividends) for the first six months of 2008 was 88.0%.

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

Portfolio Highlights

	§		At June 30, 2008, our core portfolio was 92.9% occupied and 94.2% leased (reflecting leases commencing after June 30, 2008). We owned 254 properties at June 30, 2008, encompassing 237 core portfolio properties aggregating 23.7 million square feet, 12 development/redevelopment properties aggregating 3.2 million square feet and 5 properties aggregating 1.7 million square feet designated as held for sale.
	§		During the second quarter of 2008, our net operating income (NOI) declined 0.9% on a GAAP basis and increased 0.9% on a cash basis for our 225 same store properties which were 92.9% and 93.8% occupied on June 30, 2008 and June 30, 2007, respectively. For the first six months of 2008, NOI for our same store portfolio increased 0.7% on a GAAP basis and increased 3.4% on a cash basis.
	§		Our overall NOI margin on a GAAP basis for the second quarter of 2008 was 61.5% versus 61.2% for the second quarter of 2007.
	§		For the second quarter of 2008, our core portfolio retention rate was 62.5% with overall negative net absorption of 115,404 square feet. During the second quarter of 2008, we achieved a 5.9% increase on our renewal rental rates and a 5.0% increase on our new lease rental rates, both on a GAAP basis.

Investment Highlights

	§		We acquired no properties in the second quarter of 2008.
	§		During the second quarter of 2008, we sold 100 Brandywine Boulevard in Newtown, Pennsylvania for $28.0 million with a gain on sale of $13.4 million, bringing year-to-date sales to $56.2 million with aggregate gains of $21.4 million. We also announced the pending sale of a five-property portfolio in Oakland, California for an aggregate gross price of $412.5 million, which we expect to close in the third quarter of 2008.
	§		At June 30, 2008, we were actively proceeding on six ground-up developments and six redevelopments with total estimated costs of $637.3 million of which $376.0 million remained to be funded. These amounts include $365.0 million of costs for the combined 30th Street Post Office and garage development in Philadelphia, Pennsylvania of which $296.6 million remained to be funded at June 30, 2008, primarily in 2009 and 2010. As of July 25, 2008, our six ground-up developments and six redevelopments were collectively 74.6% leased, reflecting a recently completed 195,000 square foot lease at our South Lake at Dulles Corner project and other leasing activity.

Capital Markets Highlights

	§		During the second quarter of 2008, we repurchased $7.0 million of our $345.0 million 3.875% Guaranteed Exchangeable Notes at an average price of 85.9% which resulted in a $1.0 million gain for the early extinguishment of debt. We funded this repurchase from a combination of proceeds from asset sales, cash flow from operations and borrowings under our unsecured revolving credit facilities. We now have $313.5 million of this note issue outstanding, reflecting cumulative repurchase activity.
	§		During the second quarter of 2008, we exercised the accordion feature on our $150.0 million unsecured term loan and funded an additional $33.0 million, bringing its total outstanding balance to $183.0 million. All amounts outstanding under the term loan bear interest at a periodic rate of LIBOR plus 80 basis points. The net proceeds of the term loan increase were used to reduce indebtedness under our unsecured revolving credit facilities.

	§		At June 30, 2008, our net debt to gross assets measured 52.4% compared to 53.6% at December 31, 2007, marking three consecutive quarters during which we have reduced this leverage metric. At June 30, 2008, we had $442.5 million available for use and drawdown under our various credit facilities.
	§		We achieved a 2.7 times interest coverage ratio for the quarter ended June 30, 2008 versus 2.5 for the quarter ended June 30, 2007.

“The second quarter of 2008 reflects our continued focus on core portfolio performance, ongoing lease-up of our development projects and prudent balance sheet management,” stated Gerard H. Sweeney, President and Chief Executive Officer of Brandywine Realty Trust. “These activities, punctuated by the pending sale of a portfolio of five Oakland assets, the substantial lease-up of our Metro DC development and efficient use of our capital to support our leasing program bolster our ability to successfully navigate the challenging economic climate.”

Distributions

On June 18, 2008, our Board of Trustees declared a quarterly dividend distribution of $0.44 per common share that was paid on July 18, 2008 to shareholders of record as of July 3, 2008. Our Board also declared 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, 2008 to holders of record as of June 30, 2008 of the Series C and Series D Preferred Shares, respectively.

Share Repurchase Program

We are authorized to purchase an additional 539,200 common shares and may make repurchases from time to time in the open market or in privately negotiated transactions, subject to market conditions and compliance with legal requirements. The share repurchase program does not contain any time limitation and does not obligate us to repurchase any shares. We did not purchase any shares in the second quarter of 2008 and may discontinue the program at any time.

2008 Earnings and FFO Guidance

Based on current plans and assumptions including the expected closing of our five-property Oakland sale on or about August 31, 2008 and subject to the risks and uncertainties more fully described in Brandywine’s reports filed with the Securities and Exchange Commission, we are maintaining our previously announced guidance for full year 2008 FFO per diluted share to be in a range of $2.40 to $2.50 reflecting the add-back of the $6.85 million (approximately $0.08 per diluted share) impairment charge. Going forward, we will report FFO both with and without the impairment charge. This guidance is provided for informational purposes and is subject to change. The following is a reconciliation of the calculation of FFO per diluted share (with and without the impairment charge) and earnings per diluted share:

Guidance for 2008		Range or Value
Earnings per diluted share allocated to common shareholders		$	0.14			to				$	0.24
Less: gains on the sale of real estate			(0.24	)							(0.24	)
Plus: real estate depreciation and amortization			2.42								2.42
FFO per diluted share		$	2.32			to				$	2.42
Plus: impairment charge			0.08								0.08
Adjusted FFO per diluted share		$	2.40			to				$	2.50

For guidance purposes, we have not considered any future gains, losses or impairments from the sale of real estate not previously disclosed. Our 2008 FFO guidance does not include any income from the sale of undepreciated real estate, in accordance with our current practice.

Forward-Looking Statements

Estimates of future earnings per share and FFO per share 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; competition for real estate acquisitions; 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 and Form 10-K/A for the year ended December 31, 2007. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.

Accounting Disclosure

During the quarter ended June 30, 2008, we identified certain instances dating back to 1998 in which we canceled, upon the vesting of restricted shares, a portion of such shares in settlement of tax withholdings in excess of statutory rates. As a result, we have changed the classification of the affected restricted share grants from equity to liability awards with corresponding immaterial changes in individual period net income amounts. While no single period impact is material, the error requires correction. We will make corresponding revisions as appropriate to our prior period financial statements in our supplemental information package and in future SEC filings. No Form 8-K or prior period restatement filings are required.

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 minority interest of unit holders (preferred and common) 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 minority interest. 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, minority interest in the Operating Partnership 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 minority interest in property partnerships. 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 the Company’s CAD calculation and represent the portion of capital expenditures required to maintain the Company’s 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, the Company excludes 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 Thursday, July 31, 2008 at 11:00 a.m. EDT. The conference call can be accessed by calling 1-800-683-1525 and referencing conference ID #52019041. Beginning two hours after the conference call, a taped replay of the call can be accessed 24 hours a day through Thursday, August 14, 2008 by calling 1-800-642-1687 and providing access code 52019041. 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 2008 Conference Call

We anticipate that we will release our third quarter 2008 earnings on Wednesday, October 29, 2008, after the market close and will host our third quarter 2008 conference call on Thursday, October 30, 2008, 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 40 million square feet, including 29 million square feet which it currently owns on a consolidated basis. For more information, visit our website at www.brandywinerealty.com.

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

		June 30,				December 31,
		2008				2007
ASSETS
Real estate investments:
Operating properties		$	4,478,032			$	4,813,563
Accumulated depreciation			(595,209	)			(558,908	)
			3,882,823				4,254,655
Development land and construction-in-progress			363,936				402,270
			4,246,759				4,656,925
Cash and cash equivalents			4,791				5,600
Accounts receivable, net			11,888				17,057
Accrued rent receivable, net			86,783				83,098
Assets held for sale, net			417,127				—
Investment in real estate ventures			71,078				71,598
Deferred costs, net			85,665				87,123
Intangible assets, net			167,115				218,149
Other assets			59,712				74,549
Total assets		$	5,150,918			$	5,214,099
LIABILITIES AND BENEFICIARIES’ EQUITY
Mortgage notes payable, including premiums		$	493,505			$	611,898
Unsecured term loan			183,000				150,000
Borrowings under credit facilities			163,000				130,727
Unsecured senior notes, net of discounts			2,177,118				2,208,344
Accounts payable and accrued expenses			68,267				80,732
Distributions payable			42,419				42,368
Tenant security deposits and deferred rents			58,469				65,241
Acquired lease intangibles, net			53,662				67,281
Other liabilities			26,719				29,586
Mortgage note payable and other liabilities held for sale, net			113,897				—
Total liabilities			3,380,056				3,386,177
Minority interest			66,940				83,990
Beneficiaries’ equity:
Preferred shares — Series C			20				20
Preferred shares — Series D			23				23
Common shares			877				870
Additional paid-in capital			2,320,305				2,320,857
Common shares in treasury			(29,970	)			(53,449	)
Cumulative earnings			494,704				477,150
Accumulated other comprehensive loss			(1,151	)			(1,885	)
Cumulative distributions			(1,080,886	)			(999,654	)
Total beneficiaries’ equity			1,703,922				1,743,932
Total liabilities and beneficiaries’ equity		$	5,150,918			$	5,214,099

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,
		2008				2007					2008				2007
Revenue
Rents		$	126,051			$	125,660				$	251,656			$	251,315
Tenant reimbursements			20,859				19,419					39,966				38,744
Termination fees			892				498					4,124				1,764
Third party management fees, labor reimbursement and leasing			5,170				5,369					10,849				9,704
Other			815				1,274					1,599				2,439
Total revenue			153,787				152,220					308,194				303,966
Operating Expenses
Property operating expenses			41,282				41,280					82,904				82,299
Real estate taxes			15,581				15,214					31,328				29,956
Management expenses			2,381				2,496					4,627				4,991
Depreciation and amortization			52,472				53,542					104,324				111,340
General & administrative expenses			6,127				7,007					11,039				14,417
Total operating expenses			117,843				119,539					234,222				243,003
Operating income			35,944				32,681					73,972				60,963
Other income (expense)
Interest income			179				1,597					382				2,378
Interest expense			(35,709	)			(39,423	)				(71,807	)			(78,396	)
Deferred financing costs			(1,198	)			(1,065	)				(2,706	)			(2,323	)
Equity in income of real estate ventures			1,664				4,504					2,779				5,258
Net gain on disposition of undepreciated real estate			—				—					(24	)			—
Gain on early extinguishment of debt			986				—					4,342				—
Income (loss) before minority interest and discontinued operations			1,866				(1,706	)				6,938				(12,120	)
Minority interest — partners’ share of consolidated real estate ventures			(38	)			8					(78	)			(108	)
Minority interest attributable to continuing operations — LP units			16				158					(103	)			681
Income (loss) from continuing operations			1,844				(1,540	)				6,757				(11,547	)
Discontinued operations:
Income from discontinued operations			1,253				3,708					3,535				8,235
Net gain on disposition of discontinued operations			13,420				(856	)				21,401				25,153
Provision for impairment			(6,850	)			—					(6,850	)			—
Minority interest attributable to discontinued operations — LP units			(299	)			(123	)				(731	)			(1,427	)
			7,524				2,729					17,355				31,961
Net income (loss)			9,368				1,189					24,112				20,414
Income allocated to Preferred Shares			(1,998	)			(1,998	)				(3,996	)			(3,996	)
Income (loss) allocated to Common Shares		$	7,370			$	(809	)			$	20,116			$	16,418
PER SHARE DATA
Basic income (loss) per Common Share		$	0.08			$	(0.01	)			$	0.23			$	0.19
Basic weighted-average shares outstanding			87,280,576				87,080,785					87,092,271				87,680,773
Diluted income (loss) per Common Share		$	0.08			$	(0.01	)			$	0.23			$	0.19
Diluted weighted-average shares outstanding			87,512,345				87,080,785					87,300,005				88,298,521

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,
		2008				2007					2008				2007
Reconciliation of Net Income to Funds from Operations (FFO):
Net income (loss) allocated to common shares		$	7,370			$	(809	)			$	20,116			$	16,418
Add (deduct):
Minority interest attributable to continuing operations — LP units			(16	)			(158	)				103				(681	)
Net gains on sale of undepreciated real estate			—				—					24				—
Minority interest attributable to discontinued operations — LP units			299				123					731				1,427
Net loss (gain) on disposition of discontinued operations			(13,420	)			856					(21,401	)			(25,153	)
Loss before net gains on sale of interests in real estate and minority interest			(5,767	)			12					(427	)			(7,989	)
Add:
Depreciation and amortization:
Real property — continuing operations			38,382				38,010					75,419				80,530
Leasing costs (includes acquired intangibles) - continuing operations			13,515				14,933					27,717				29,529
Real property — discontinued operations			2,627				3,151					5,339				8,499
Leasing costs (includes acquired intangibles) - discontinued operations			1,392				1,534					2,768				5,029
Company’s share of unconsolidated real estate ventures			2,256				1,596					4,323				3,040
Partners’ share of consolidated real estate ventures			(226	)			(218	)				(444	)			(1,172	)
Funds from operations		$	52,179			$	59,018				$	114,695			$	117,466
FFO per share — fully diluted		$	0.57			$	0.65				$	1.26			$	1.27
FFO, excluding provision for impairment		$	59,029			$	59,018				$	121,545			$	117,466
FFO per share, excluding provision for impairment — fully diluted		$	0.65			$	0.65				$	1.34			$	1.27
Weighted-average shares/units outstanding — fully diluted			90,979,203				91,418,933					90,944,076				92,237,966
Distributions per Common Share		$	0.44			$	0.44				$	0.88			$	0.88
Payout ratio of FFO (Distribution per Common Share divided by FFO per Share)			77.2	%			67.7	%				69.8	%			69.3	%
Payout ratio of FFO, excluding provision for impairment			67.7	%			67.7	%				65.7	%			69.3	%
CASH AVAILABLE FOR DISTRIBUTION (CAD):
Funds from operations		$	52,179			$	59,018				$	114,695			$	117,466
Add (deduct):
Rental income from straight-line rent, including discontinued operations			(4,624	)			(6,143	)				(11,233	)			(14,775	)
Deferred market rental income, including discontinued operations			(2,408	)			(2,692	)				(4,686	)			(6,305	)
Company’s share of unconsolidated real estate ventures’ straight-line rent and deferred market rent (1)			81				133					155				327
Partners’ share of consolidated real estate ventures’ straight-line rent and deferred market rent			(39	)			(39	)				(78	)			(78	)
Operating expense from straight-line rent			383				383					766				757
Net gains on sale of undepreciated real estate			—				—					(24	)			—
Provision for impairment			6,850				—					6,850				—
Deferred compensation costs			1,416				1,280					2,574				2,552
Fair market value amortization — mortgage notes payable			(1,105	)			(1,069	)				(2,178	)			(2,088	)
Revenue maintaining capital expenditures
Building improvements			(1,339	)			(2,201	)				(1,579	)			(2,908	)
Tenant improvements			(4,526	)			(12,121	)				(8,351	)			(23,357	)
Lease commissions			(3,453	)			(3,006	)				(6,184	)			(6,149	)
Total revenue maintaining capital expenditures			(9,318	)			(17,328	)				(16,114	)			(32,414	)
Cash available for distribution		$	43,415			$	33,543				$	90,727			$	65,442
CAD per share — fully diluted		$	0.48			$	0.37				$	1.00			$	0.71
Weighted-average shares/units outstanding — fully diluted			90,979,203				91,418,933					90,944,076				92,237,966
Distributions per Common Share		$	0.44			$	0.44				$	0.88			$	0.88
Payout ratio of CAD (Distribution per Common Share divided by CAD per Share)			91.7	%			118.9	%				88.0	%			123.9	%

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

Of the 249 properties owned by the Company as of June 30, 2008, a total of 225 properties (“Same Store Properties”) containing an aggregate of 21.9 million net rentable square feet were owned for the entire three month periods ended June 30, 2008 and 2007. Average occupancy for the Same Store Properties was 92.9% during 2008 and 93.3% during 2007. The following table sets forth revenue and expense information for the Same Store Properties:

		Three Months Ended June 30,
		2008				2007
Revenue
Rents		$	112,205			$	112,118
Tenant reimbursements			18,919				17,454
Termination fees			792				1,123
Other			347				652
			132,263				131,347
Operating expenses
Property operating expenses			38,135				36,745
Real estate taxes			13,382				13,089
Net operating income		$	80,746			$	81,513
Net operating income — percentage change over prior year			-0.9	%
Net operating income, excluding termination fees & other		$	79,607			$	79,738
Net operating income, excluding termination fees & other — percentage change over prior year			-0.2	%
Net operating income		$	80,746			$	81,513
Straight line rents			(3,264	)			(4,242	)
FAS 141 rents			(1,637	)			(2,109	)
Cash — Net operating income		$	75,845			$	75,162
Cash — Net operating income — percentage change over prior year			0.9	%
Cash — Net operating income, excluding termination fees & other		$	74,706			$	73,387
Cash — Net operating income, excluding termination fees & other - percentage change over prior year			1.8	%

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

		Three Months Ended June 30,
		2008				2007
Net Income		$	9,368			$	1,189
Add/(deduct):
Interest income			(179	)			(1,597	)
Interest expense			35,709				39,423
Deferred financing costs			1,198				1,065
Equity in income of real estate ventures			(1,664	)			(4,504	)
Depreciation and amortization			52,472				53,542
Gain on early extinguishment of debt			(986	)			—
General & administrative expenses			6,127				7,007
Minority interest — partners’ share of consolidated real estate ventures			38				(8	)
Minority interest attributable to continuing operations — LP units			(16	)			(158	)
Income from discontinued operations			(7,524	)			(2,729	)
Consolidated net operating income			94,543				93,230
Less: Net operating income of non same store properties			(9,566	)			(4,373	)
Less: Eliminations and non-property specific net operating income			(4,231	)			(7,344	)
Same Store net operating income		$	80,746			$	81,513

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

Of the 249 properties owned by the Company as of June 30, 2008, a total of 225 properties (“Same Store Properties”) containing an aggregate of 21.9 million net rentable square feet were owned for the entire six month periods ended June 30, 2008 and 2007. Average occupancy for the Same Store Properties was 93.1% during 2008 and 93.0% during 2007. The following table sets forth revenue and expense information for the Same Store Properties:

		Six Months Ended June 30,
		2008				2007
Revenue
Rents		$	224,058			$	223,889
Tenant reimbursements			35,753				34,859
Termination fees			4,024				1,617
Other			858				1,347
			264,693				261,712
Operating expenses
Property operating expenses			74,778				74,421
Real estate taxes			26,949				25,478
Net operating income		$	162,966			$	161,813
Net operating income — percentage change over prior year			0.7	%
Net operating income, excluding termination fees & other		$	158,084			$	158,849
Net operating income, excluding termination fees & other — percentage change over prior year			-0.5	%
Net operating income		$	162,966			$	161,813
Straight line rents			(7,292	)			(9,615	)
FAS 141 rents			(3,107	)			(4,581	)
Cash — Net operating income		$	152,567			$	147,617
Cash — Net operating income — percentage change over prior year			3.4	%
Cash — Net operating income, excluding termination fees & other		$	147,685			$	144,653
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,
		2008				2007
Net Income		$	24,112			$	20,414
Add/(deduct):
Interest income			(382	)			(2,378	)
Interest expense			71,807				78,396
Deferred financing costs			2,706				2,323
Equity in income of real estate ventures			(2,779	)			(5,258	)
Depreciation and amortization			104,324				111,340
Net gain on sale of undepreciated real estate			24				—
Gain on early extinguishment of debt			(4,342	)			—
General & administrative expenses			11,039				14,417
Minority interest — partners’ share of consolidated real estate ventures			78				108
Minority interest attributable to continuing operations — LP units			103				(681	)
Income from discontinued operations			(17,355	)			(31,961	)
Consolidated net operating income			189,335				186,720
Less: Net operating income of non same store properties			(19,090	)			(9,113	)
Less: Eliminations and non-property specific net operating income (loss)			(7,279	)			(15,794	)
Same Store net operating income		$	162,966			$	161,813