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)

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 8, 2008 we sold five properties in Oakland, California (the “Northern California or NCA transaction”) for an aggregate gross sales price of $412.5 million. The five properties contain approximately 1.7 million net rentable square feet and are comprised of: One Kaiser Plaza (“The Ordway”); 1901 Harrison Street; 1333 Broadway; 2101 Webster Street; and 2100 Franklin Street. The sale also included our condominium interest in a parking garage at 2353 Webster Street. The purchaser of the portfolio, an affiliate of the CIM Group (“CIM”), is unaffiliated with us.

The purchaser funded the purchase price through (i) the assumption of three mortgage loans aggregating approximately $95.3 million; (ii) an interest free loan of $40.0 million (with an imputed interest rate of 4.0%), due in August 2010 which is secured by a deed of trust on each of 2101 Webster Street and 2100 Franklin Street (the “$40.0 million loan”); and (iii) a cash payment to us of approximately $271.6 million (or approximately $269.4 million after estimated transaction costs). We used proceeds of the sale to repay existing debt and to provide cash balances for general corporate purposes.

We have also granted CIM a 15 year purchase option (the “purchase option”) for the Two Kaiser Plaza land parcel adjacent to The Ordway and we have committed to lease to CIM 150 parking spaces on that same parcel for a period of 99 years for the benefit of The Ordway’s tenants. We will be paid to manage and lease the five properties for at least one year following the closing in exchange for a market based fee.

As used in this Form 8-K, the terms “we” and “our” refer to Brandywine Realty Trust and Brandywine Operating Partnership, L.P., the limited partnership through which Brandywine Realty Trust owns its assets and conducts its operations, together with direct and indirect wholly-owned subsidiaries of Brandywine Operating Partnership, L.P.

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 above transactions is filed as Exhibit 99.1 hereto:

	•		Pro Forma Consolidated Balance Sheet as of June 30, 2008.
	•		Pro Forma Consolidated Statement of Operations For the Six Months Ended June 30, 2008 and 2007.
	•		Pro Forma Consolidated Statement of Operations For the Years Ended December 31, 2007, 2006 and 2005.
	•		Notes to Pro Forma Consolidated Financial Statements.

	(c)		Not applicable.
	(d)		Exhibits.

			99.1			Pro forma financial information (unaudited) reflecting the closing of the Northern California transaction for Brandywine Realty Trust
			99.2			Pro forma financial information (unaudited) reflecting the closing of the Northern California transaction 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: October 14, 2008

Exhibit 99.1

BRANDYWINE REALTY TRUST
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 2008
(in thousands)

						NCA				Use of
		Historical				transaction				Proceeds
		(A)				(B)				(C)				Pro Forma
ASSETS
Real estate investments:
Operating properties		$	4,478,032			$	—			$	—			$	4,478,032
Accumulated depreciation			(595,209	)			—				—				(595,209	)
Operating real estate investments, net			3,882,823				—				—				3,882,823
Development land and construction-in-progress			363,936				—				—				363,936
Total real estate investments, net			4,246,759				—				—				4,246,759
Cash and cash equivalents			4,791				269,399	(B1)			(124,000	)			150,190
Accounts receivable, net			11,888				246	(B2)			—				12,134
Accrued rent receivable, net			86,783				—				—				86,783
Assets held for sale, net			417,127				(417,127)	(B3)			—				—
Investment in real estate ventures			71,078				—				—				71,078
Deferred costs, net			85,665				—				—				85,665
Intangible assets, net			167,115				—				—				167,115
Other assets			59,712				37,067	(B4)			—				96,779
Total assets		$	5,150,918			$	(110,415	)		$	(124,000	)		$	4,916,503
LIABILITIES AND BENEFICIARIES’ EQUITY
Mortgage notes payable		$	493,505			$	—			$	—			$	493,505
Unsecured term loans			183,000				—				—				183,000
Unsecured credit facility			163,000				—				(124,000	)			39,000
Unsecured notes, net of discounts			2,177,118				—				—				2,177,118
Accounts payable and accrued expenses			67,946				1,997	(B2)			—				69,943
Distributions payable			42,419				—				—				42,419
Tenant security deposits and deferred rents			58,469				—				—				58,469
Acquired below market leases, net			53,662				—				—				53,662
Other liabilities			27,040				500	(B5)			—				27,540
Mortgage notes payable and other liabilities held for sale			113,897				(113,897)	(B3)			—				—
Total liabilities			3,380,056				(111,400	)			(124,000	)			3,144,656
Minority Interest			66,940				—				—				66,940
Beneficiaries’ equity:
Preferred shares			43				—				—				43
Common shares			877				—				—				877
Additional paid in capital			2,320,305				—				—				2,320,305
Common shares in treasury			(29,970	)			—				—				(29,970	)
Cumulative earnings			494,704				985	(B6)			—				495,689
Accumulated other comprehensive loss			(1,151	)			—				—				(1,151	)
Cumulative distributions			(1,080,886	)			—				—				(1,080,886	)
Total beneficiaries’ equity			1,703,922				985				—				1,704,907
Total liabilities and beneficiaries’ equity		$	5,150,918			$	(110,415	)		$	(124,000	)		$	4,916,503

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 six months ended June 30, 2008
(in thousands, except per share data)

						NCA transaction								Other
		Historical				Sold				Other				Dispositions
		(a)				(b)				(c)				(d)				Pro Forma
Revenue:
Rents		$	251,656			$	—			$	—			$	—			$	251,656
Tenant Reimbursements			39,966				—				—				—				39,966
Termination fees			4,124				—				—				—				4,124
Third party management fees, labor reimbursement and leasing			10,849				—				—				23	(d2)			10,872
Other			1,599				—				—				—				1,599
Total revenue			308,194				—				—				23				308,217
Operating Expenses
Property operating expenses			82,904				—				—				—				82,904
Real estate taxes			31,328				—				—				—				31,328
Management expenses			4,627				—				—				10	(d2)			4,637
Depreciation and amortization			104,324				—				—				—				104,324
Administrative expenses			11,039				—				—				—				11,039
Total operating expenses			234,222				—				—				10				234,232
Operating income (loss)			73,972				—				—				13				73,985
Other Income (Expense):
Interest income			382				—				—				—				382
Interest expense			(71,807	)			—				2,950	(c3)			—				(68,857	)
Interest expense — Deferred financing costs			(2,706	)			—				—				—				(2,706	)
Equity in income of real estate ventures			2,779				—				—				—				2,779
Net gain on disposition of undepreciated real estate			(24	)			—				—				—				(24	)
Gain on early extinguishmnet of debt			4,342				—				—				—				4,342
Income (loss) before minority interest			6,938				—				2,950				13				9,901
Minority interest — partners’ share of consolidated real estate ventures			(78	)			—				—				—				(78	)
Minority interest attributable to continuing operations — LP units			(103	)			—				(113)	(e)			—				(216	)
Income (loss) from continuing operations			6,757				—				2,837				13				9,607
Income allocated to Preferred Shares			(3,996	)			—				—				—				(3,996	)
Income (loss) allocated to Common Shares from continuing operations		$	2,761			$	—			$	2,837			$	13			$	5,611
Per share data:
Basic earnings per Common Share from continuing operations		$	0.03															$	0.06
Diluted earnings per Common Share from continuing operations		$	0.03															$	0.06
Weighted average number of Common Shares outstanding			87,092																87,092
Weighted average number of common and dilutive common equivalent shares outstanding			87,300																87,300

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 six months ended June 30, 2007
(in thousands, except per share data)

														Other
														Dispositions
						NCA transaction								and Venture
		Historical				Sold				Other				transaction
		(a)				(b)				(c)				(d)				Pro Forma
Revenue:
Rents		$	251,315			$	—			$	—			$	(13,107)	(d1)		$	238,208
Tenant Reimbursements			38,744				—				—				(1,601)	(d1)			37,143
Termination fees			1,764				—				—				—				1,764
Third party management fees, labor reimbursement and leasing			9,704				—				—				963	(d2)			10,667
Other			2,439				—				—				(18)	(d1)			2,421
Total revenue			303,966				—				—				(13,763	)			290,203
Operating Expenses
Property operating expenses			82,299				—				—				(4,303)	(d1)			77,996
Real estate taxes			29,956				—				—				(1,574)	(d1)			28,382
Management expenses			4,991				—				—				643	(d2)			5,634
Depreciation and amortization			111,340				—				—				(5,833)	(d1)			105,507
Administrative expenses			14,417				—				—				—				14,417
Total operating expenses			243,003				—				—				(11,067	)			231,936
Operating income (loss)			60,963				—				—				(2,696	)			58,267
Other Income (Expense):
Interest income			2,378				—				733	(c2)			—				3,111
Interest expense			(78,396	)			—				7,584	(c3)			2,486	(d3)			(68,326	)
Interest expense — Deferred financing costs			(2,323	)			—				—				—				(2,323	)
Equity in income of real estate ventures			5,258				—				—				321	(d4)			5,579
Income (loss) before minority interest			(12,120	)			—				8,317				111				(3,692	)
Minority interest — partners’ share of consolidated real estate ventures			(108	)			—				—				—				(108	)
Minority interest attributable to continuing operations — LP units			681				—				(360	)(e)			(5)	(e)			316
Income (loss) from continuing operations			(11,547	)			—				7,957				106				(3,484	)
Income allocated to Preferred Shares			(3,996	)			—				—				—				(3,996	)
Income (loss) allocated to Common Shares from continuing operations		$	(15,543	)		$	—			$	7,957			$	106			$	(7,480	)
Per share data:
Basic earnings per Common Share from continuing operations		$	(0.18	)														$	(0.09	)
Diluted earnings per Common Share from continuing operations		$	(0.18	)														$	(0.08	)
Weighted average number of Common Shares outstanding			87,681																87,681
Weighted average number of common and dilutive common equivalent shares outstanding			88,299																88,299

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, 2007
(in thousands, except per share data)

														Other
														Dispositions
						NCA transaction								and Venture
		Historical				Sold				Other				transaction
		(a)				(b)				(c)				(d)				Pro Forma
Revenue:
Rents		$	562,514			$	(44,616	)		$	—			$	(30,352	)(d1)		$	487,546
Tenant Reimbursements			85,404				(3,384	)			—				(4,129	)(d1)			77,891
Termination fees			10,236				(188	)			—				(54	)(d1)			9,994
Third party management fees, labor reimbursement and leasing			19,691				—				—				1,925	(d2)			21,616
Other			6,127				(163	)			—				(45	)(d1)			5,919
Total revenue			683,972				(48,351	)			—				(32,655	)			602,966
Operating Expenses
Property operating expenses			189,130				(16,866	)			—				(9,602	)(d1)			162,662
Real estate taxes			64,895				(3,832	)			—				(3,696	)(d1)			57,367
Management expenses			10,361				—				—				1,284	(d2)			11,645
Depreciation and amortization			242,312				(16,411	)			—				(12,230	)(d1)			213,671
Administrative expenses			28,182				—				—				—				28,182
Total operating expenses			534,880				(37,109	)			—				(24,244	)			473,527
Operating income (loss)			149,092				(11,242	)			—				(8,411	)			129,439
Other Income (Expense):
Interest income			4,040				(22	)			1,467	(c2)			—				5,485
Interest expense			(162,675	)			5,497				14,937	(c3)			5,803	(d3)			(136,438	)
Interest expense — Deferred financing costs			(4,496	)			—				—				—				(4,496	)
Loss on settlement of treasury lock agreements			(3,698	)			—				—				—				(3,698	)
Equity in income of real estate ventures			6,955				—				—				641	(d4)			7,596
Net gain on disposition of depreciated real estate			40,498				—				—				—				40,498
Net gain on disposition of undepreciated real estate			421				—				—				—				421
Income (loss) before minority interest			30,137				(5,767	)			16,404				(1,967	)			38,807
Minority interest — partners’ share of consolidated real estate ventures			(465	)			—				—				—				(465	)
Minority interest attributable to continuing operations — LP units			(911	)			247	(e)			(694	)(e)			83	(e)			(1,275	)
Income (loss) from continuing operations			28,761				(5,520	)			15,710				(1,884	)			37,067
Income allocated to Preferred Shares			(7,992	)			—				—				—				(7,992	)
Income (loss) allocated to Common Shares from continuing operations		$	20,769			$	(5,520	)		$	15,710			$	(1,884	)		$	29,075
Per share data:
Basic earnings per Common Share from continuing operations		$	0.24															$	0.33
Diluted earnings per Common Share from continuing operations		$	0.24															$	0.33
Weighted average number of Common Shares outstanding			87,272																87,272
Weighted average number of common and dilutive common equivalent shares outstanding			87,321																87,321

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)

						NCA transaction								Other
		Historical				Sold				Other				Dispositions
		(a)				(b)				(c)				(d)				Pro Forma
Revenue:
Rents		$	519,282			$	(44,082	)		$	—			$	(4,540)	(d1)		$	470,660
Tenant Reimbursements			78,817				(4,162	)			—				(505)	(d1)			74,150
Termination fees			7,231				(531	)			—				—				6,700
Third party management fees, labor reimbursement and leasing			19,453				—				4,318	(c1)			126	(d2)			23,897
Other			5,502				(143	)			—				1	(d1)			5,360
Total revenue			630,285				(48,918	)			4,318				(4,918	)			580,767
Operating Expenses
Property operating expenses			171,924				(17,175	)			—				(632)	(d1)			154,117
Real estate taxes			60,808				(4,097	)			—				(557)	(d1)			56,154
Management expenses			10,675				—				2,850	(c1)			57	(d2)			13,582
Depreciation and amortization			230,710				(17,727	)			—				(682)	(d1)			212,301
Administrative expenses			29,644				—				—				—				29,644
Total operating expenses			503,761				(38,999	)			2,850				(1,814	)			465,798
Operating income (loss)			126,524				(9,919	)			1,468				(3,104	)			114,969
Other Income (Expense):
Interest income			9,513				(24	)			1,467	(c2)			—				10,956
Interest expense			(171,177	)			5,570				10,094	(c3)			—				(155,513	)
Interest expense — Deferred financing costs			(4,607	)			—				—				—				(4,607	)
Equity in income of real estate ventures			2,165				—				—				—				2,165
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			(20,245	)			(4,373	)			13,029				(3,104	)			(14,693	)
Minority interest — partners’ share of consolidated real estate ventures			270				—				—				—				270
Minority interest attributable to continuing operations — LP units			1,246				192	(e)			(588	)(e)			140	(e)			990
Income (loss) from continuing operations			(18,729	)			(4,181	)			12,441				(2,964	)			(13,433	)
Income allocated to Preferred Shares			(7,992	)			—				—				—				(7,992	)
Income (loss) allocated to Common Shares from continuing operations		$	(26,721	)		$	(4,181	)		$	12,441			$	(2,964	)		$	(21,425	)
Per share data:
Basic earnings per Common Share from continuing operations		$	(0.30	)														$	(0.24	)
Diluted earnings per Common Share from continuing operations		$	(0.30	)														$	(0.24	)
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
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31, 2005
(in thousands, except per share data)

						NCA transaction								Other
		Historical				Sold				Other				Dispositions
		(a)				(b)				(c)				(d)				Pro Forma
Revenue:
Rents		$	302,530			$	—			$	—			$	(3,589)	(d1)		$	298,941
Tenant Reimbursements			48,069				—				—				(306)	(d1)			47,763
Termination fees			6,083				—				—				—				6,083
Third party management fees, labor reimbursement and leasing			3,582				—				—				23	(d2)			3,605
Other			4,171				—				—				(1)	(d1)			4,170
Total revenue			364,435				—				—				(3,873	)			360,562
Operating Expenses
Property operating expenses			103,968				—				—				(619)	(d1)			103,349
Real estate taxes			36,356				—				—				(335)	(d1)			36,021
Management expenses			1,394				—				—				—				1,394
Depreciation and amortization			106,175				—				—				(606)	(d1)			105,569
Administrative expenses			17,982				—				—				—				17,982
Total operating expenses			265,875				—				—				(1,560	)			264,315
Operating income (loss)			98,560				—				—				(2,313	)			96,247
Other Income (Expense):
Interest income			1,370				—				—				—				1,370
Interest expense			(70,380	)			—				—				2,231	(d3)			(68,149	)
Interest expense — Deferred financing costs			(3,540	)			—				—				—				(3,540	)
Equity in income of real estate ventures			3,171				—				—				—				3,171
Net gain on sale of real estate			4,640				—				—				—				4,640
Income (loss) before minority interest			33,821				—				—				(82	)			33,739
Minority interest attributable to continuing operations — LP units			(1,043	)			—				—				3	(e)			(1,040	)
Income (loss) from continuing operations			32,778				—				—				(79	)			32,699
Income allocated to Preferred Shares			(7,992	)			—				—				—				(7,992	)
Income (loss) allocated to Common Shares from continuing operations		$	24,786			$	—			$	—			$	(79	)		$	24,707
Per share data:
Basic earnings per Common Share from continuing operations		$	0.44															$	0.44
Diluted earnings per Common Share from continuing operations		$	0.44															$	0.44
Weighted average number of Common Shares outstanding			55,846																55,846
Weighted average number of common and dilutive common equivalent shares outstanding			56,105																56,105

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 October 8, 2008 Brandywine Realty Trust (the “Company”) sold five properties in Oakland, California (the “Northern California or NCA transaction”) for an aggregate gross sales price of $412.5 million. The five properties contain approximately 1.7 million net rentable square feet and are comprised of: One Kaiser Plaza (“The Ordway”); 1901 Harrison Street; 1333 Broadway; 2101 Webster Street; and 2100 Franklin Street. The sale also included the Company’s condominium interest in a parking garage at 2353 Webster Street. The purchaser of the portfolio, an affiliate of the CIM Group (“CIM”), is unaffiliated with the Company.

The purchaser funded the purchase price through (i) the assumption of three mortgage loans aggregating approximately $95.3 million; (ii) an interest free loan of $40.0 million (with an imputed interest rate of 4.0%), due in August 2010 which is secured by a deed of trust on each of 2101 Webster Street and 2100 Franklin Street (the “$40.0 million loan”); and (iii) a cash payment to the Company of approximately $271.6 million (or approximately $269.4 million after estimated transaction costs). The Company used proceeds of the sale to repay existing debt and to provide cash balances for general corporate purposes.

The Company has also granted CIM a 15 year purchase option (the “purchase option”) for the Two Kaiser Plaza land parcel adjacent to The Ordway and it has committed to lease to CIM 150 parking spaces on that same parcel for a period of 99 years for the benefit of The Ordway’s tenants. The Company will be paid to manage and lease the five properties for at least one year following the closing in exchange for a market based fee. The Company has not included any estimated parking revenues associated with the purchase option in the pro forma information, as the revenues from Two Kaiser Plaza are already included in the historical operations of the Company.

These Northern California properties were acquired in the Prentiss merger on January 5, 2006. Accordingly, no pro forma information for the year ended December 31, 2005 is required for the Northern California properties.

Certain other capital transactions were completed during the six-month period ended June 30, 2008 and the year ended December 31, 2007. Certain other property dispositions (the “Other Dispositions”) including three properties containing 0.3 million net rentable square feet and a 3.2 acre land parcel for an aggregate proceed of $56.2 million in four transactions were completed during the six-month period ended June 30, 2008. On December 19, 2007, the Company completed the transfer of 29 office properties to a new joint venture (the “Venture”) formed with G&I VI Investment Interchange Office LLC (“G&I VI”), an investment vehicle advised by DRA Advisors LLC (the “Venture transaction”). These transactions are significant to the understanding of the Company’s current financial position and operations.

The pro forma effects of the Prentiss Merger on the year ending December 31, 2006 have previously been included in a Form 8-K filed on December 21, 2007 as such the details have not been repeated.

The Company’s continuing involvement with the properties transferred in the Venture transaction through its ownership interest and management fees and leasing commissions represents a significant continuing involvement in the properties. Accordingly, under EITF 03-13, “Applying the Conditions in Paragraph 42 of FASB Statement No. 144 in Determining Whether to Report Discontinued Operations”, the Company has determined that the operations of the properties should not be included in discontinued operations for the six-months ended June 30, 2007 and the year ended December 31, 2007 in its Quarterly Report on Form 10-Q filed on August 8, 2008 and in its Annual Report on Form 10-K filed on February 28, 2008. As a result, pro forma adjustments related to the Venture transaction are necessary in those periods to reflect the operations of the Company as if the Venture transaction occurred on January 1, 2007.

The Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2008 presents the historical amounts for the Company, adjusted for the effects of the Northern California transaction as if the transaction had occurred on June 30, 2008.

The Unaudited Pro Forma Consolidated Balance Sheet is unaudited and is not necessarily indicative of what the actual financial position of the Company would have been had the Northern California transaction actually occurred on June 30, 2008, nor does it purport to represent the future financial position of the Company.

The Unaudited Pro Forma Consolidated Statements of Operations for the six month period ended June 30, 2008 and the year ended December 31, 2006 present the historical amounts for the Company, adjusted for the effects of the Northern California transaction and Other Dispositions, as if such transactions had occurred on January 1, 2006. The Unaudited Pro Forma Consolidated Statements of Operations for the six month period ended June 30, 2007 and for the year ended December 31, 2007 present the historical amounts for the Company, adjusted for the effects of the Northern California transaction, the Venture transaction and Other Dispositions, as if such transactions had occurred at January 1, 2007. The Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2005 present the historical amounts for the Company, adjusted for the Other Dispositions, as if such transactions had occurred at January 1, 2005.

The Unaudited Pro Forma Consolidated Statements of Operations for the six month periods ended June 30, 2008 and 2007 and for the years ended December 31, 2007, 2006 and 2005 are unaudited and are not necessarily indicative of what the actual results of operations of the Company would have been had the Venture transaction actually occurred at January 1, 2007, the Northern California transaction actually occurred at January 1, 2006 and the Other Dispositions actually occurred at January 1, 2005, nor does it purport to represent the future operations of the Company.

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 Northern California transaction, the Venture transaction, 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 the Company as of June 30, 2008 as contained in the historical consolidated financial statements and notes in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
	(B)		Represents the adjustments to reflect the Northern California transaction, as follows:

(B1) Represents the net proceeds received by the Company, including the settlement of certain liabilities related to the Northern California properties and transaction costs.

(B2) Represents certain assets and liabilities associated with the Northern California properties that were not sold as part of the NCA transaction.

(B3) Represents the sale of certain Northern California assets and liabilities, net of amounts presented in (B2).

(B4) Represents the $40.0 million loan, net of imputed interest of $2.9 million calculated using a 4.0% rate. The Company believes this rate is appropriate considering the low loan to value of the properties held as security, a guarantee from the buyer and the fact that the loan will mature in 22 months.

(B5) Represents the value ascribed to the purchase option based on its estimated fair value at the closing of the NCA transaction.

(B6) Represents the estimated gain on sale recognized by the Company if the Northern California transaction was completed on June 30, 2008, however the amount presented in these pro forma financial statements does not consider changes in the recorded amounts of the Northern California assets and liabilities since June 30, 2008. The Company recorded an impairment charge of $6.9 million resulting from the reclassification of the assets from held for use to held for sale at June 30, 2008 based on the estimated fair value of the Northern California assets and liabilities at that date.

(C)

Represents use of a portion of the proceeds to reduce outstanding balances under the Company’s unsecured revolving credit facility. The $124.0 million payment reduces the Company’s balance on its unsecured credit facility to $0 as the amount outstanding decreased from June 30, 2008 through the completion of the NCA transaction.

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

The presentation of the pro forma Consolidated Statement of Operations presents income from continuing operations. Accordingly, no adjustment is required for dispositions which are presented within discontinued operations in the historical presentation for the applicable periods.

	(a)		Reflects the consolidated results of operations of the Company for the six month periods ended June 30, 2008 and 2007 and for the years ended December 31, 2007, 2006 and 2005, as contained in the historical consolidated financial statements and notes thereto in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, respectively.
	(b)		Represents the revenues and expenses of the properties sold in the Northern California transaction for the years ended December 31, 2007 and 2006. For the six month periods ended June 30, 2008 and 2007, the revenues and expenses for the Northern California properties were reclassified to discontinued operations in the June 30, 2008 Quarterly Report on Form 10-Q that was filed by the Company on August 8, 2008, as such no adjustment is necessary. Interest expense being eliminated represents interest charged to expense related to the mortgages being assumed as part of the NCA transaction as if they were assumed on January 1, 2006.

(c)

Represents additional adjustments made in connection with the Northern California transaction as follows:

(c1) Third party management fees, labor reimbursement and leasing income represent the management fee income pursuant to the management and leasing agreement. Prior to the Northern California transaction, 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 Northern California transaction will be reflected as third party management fees, labor reimbursement and leasing income. Management expenses represent the direct incremental costs of managing the Properties for which the Company is fully reimbursed pursuant to the management agreement. The agreement can be terminated by CIM any time after the first year without penalty, and therefore this amount is only included for the year ended December 31, 2006.

(c2) Interest income represents the imputed interest income on the $40.0 million loan.

(c3) Interest expense represents the elimination of interest expense on the Company’s revolving credit facility that was assumed to be repaid with proceeds from the Northern California transaction.

(d)

Reflects the impact of the Other Dispositions and the Venture transaction as follows:

(d1) Represents the elimination of the actual historical results of operations as if the Other Dispositions occurred on January 1, 2005 and the Venture transaction occurred on January 1, 2007. The historical reported numbers already reflect the reclassification of revenues and expenses to results of discontinued operations for the Other Dispositions for the six month periods ending June 30, 2008 and 2007.

(d2) Third party management fees, labor reimbursement and leasing income represent income pursuant to the management and leasing agreement with the Venture. 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 (relating to portion not owned) is reflected as third party management fees, labor reimbursement and leasing income after the Venture transactions. Management expenses represent the direct incremental costs of managing the Properties for which the Company is fully reimbursed pursuant to the management agreement.

(d3) Reflects the reduction in interest expense for the Other Dispositions and the Venture transaction where the cash proceeds for each were used to reduce outstanding borrowings on the Company’s revolving credit facility computed as if the Other Dispositions occurred on January 1, 2005 and the Venture transaction occurred on January 1, 2007 using actual monthly rates on the line over the respective periods. This adjustment assumes that such outstanding borrowings were first paid down with proceeds from the NCA transaction as noted in (c3) above.

(d4) Equity in income of real estate ventures represents the Company’s allocable income from the Venture.

(e)

Represents the adjustment to reflect the impact of a 3.82% and 4.33% allocation for the six month periods ended June 30, 2008 and 2007, respectively, and a 4.23%, 4.51% and 3.49% allocation for the years ended December 31, 2007, 2006 and 2005 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 June 30, 2008
(in thousands)

						NCA				Use of
		Historical				transaction				Proceeds
		(A)				(B)				(C)				Pro Forma
ASSETS
Real estate investments:
Operating properties		$	4,478,032			$	—			$	—			$	4,478,032
Accumulated depreciation			(595,209	)			—				—				(595,209	)
Operating real estate investments, net			3,882,823				—				—				3,882,823
Development land and construction-in-progress			363,936				—				—				363,936
Total real estate investments, net			4,246,759				—				—				4,246,759
Cash and cash equivalents			4,791				269,399	(B1)			(124,000	)			150,190
Accounts receivable, net			11,888				246	(B2)			—				12,134
Accrued rent receivable, net			86,783				—				—				86,783
Assets held for sale, net			417,127				(417,127)	(B3)			—				—
Investment in real estate ventures			71,078				—				—				71,078
Deferred costs, net			85,665				—				—				85,665
Intangible assets, net			167,115				—				—				167,115
Other assets			59,712				37,067	(B4)			—				96,779
Total assets		$	5,150,918			$	(110,415	)		$	(124,000	)		$	4,916,503
LIABILITIES AND BENEFICIARIES’ EQUITY
Mortgage notes payable		$	493,505			$	—			$	—			$	493,505
Unsecured term loans			183,000				—				—				183,000
Unsecured credit facility			163,000				—				(124,000	)			39,000
Unsecured notes, net of discounts			2,177,118				—				—				2,177,118
Accounts payable and accrued expenses			67,946				1,997	(B2)			—				69,943
Distributions payable			42,419				—				—				42,419
Tenant security deposits and deferred rents			58,469				—				—				58,469
Acquired below market leases, net			53,662				—				—				53,662
Other liabilities			27,040				500	(B5)			—				27,540
Mortgage notes payable and other liabilities held for sale			113,897				(113,897)	(B3)			—				—
Total liabilities			3,380,056				(111,400	)			(124,000	)			3,144,656
Beneficiaries’ equity:
Redeemable limited partnership units at redemption value			51,640				—				—				51,640
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			1,616,923				985	(B6)			—				1,617,908
Accumulated other comprehensive loss			(1,151	)			—				—				(1,151	)
Total beneficiaries’ equity			1,770,862				985				—				1,771,847
Total liabilities and beneficiaries’ equity		$	5,150,918			$	(110,415	)		$	(124,000	)		$	4,916,503