UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2009

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number		001-9106 (Brandywine Realty Trust)
		000-24407 (Brandywine Operating Partnership, L.P.)

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in its charter)

MARYLAND (Brandywine Realty Trust)		23-2413352
DELAWARE (Brandywine Operating Partnership L.P.)		23-2862640
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or organization)

555 East Lancaster Avenue
Radnor, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (610) 325-5600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Brandywine Realty Trust		Yes þ No o
Brandywine Operating Partnership, L.P.		Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Brandywine Realty Trust		Yes o No o
Brandywine Operating Partnership, L.P.		Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Brandywine Realty Trust:		Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o
Brandywine Operating Partnership, L.P.:		Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Brandywine Realty Trust		Yes o No þ
Brandywine Operating Partnership, L.P.		Yes o No þ

A total of 88,307,741 Common Shares of Beneficial Interest, par value $0.01 per share, were outstanding as of May 5, 2009.

 

 

TABLE OF CONTENTS

			Page
		Brandywine Realty Trust
		PART I — FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
		Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008			3
		Consolidated Statements of Operations for the three-month periods ended March 31, 2009 and 2008			4
		Consolidated Statements of Other Comprehensive Income for the three-month periods ended March 31, 2009 and 2008			5
		Consolidated Statements of Equity for the three-month periods ended March 31, 2009 and 2008			6
		Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2009 and 2008			7
		Notes to Unaudited Consolidated Financial Statements			8
		Brandywine Operating Partnership, L.P.
Item 1.		Financial Statements (unaudited)
		Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008			36
		Consolidated Statements of Operations for the three-month periods ended March 31, 2009 and 2008			37
		Consolidated Statements of Other Comprehensive Income for the three-month periods ended March 31, 2009 and 2008			38
		Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2009 and 2008			39
		Notes to Unaudited Consolidated Financial Statements			40
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			67
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			81
Item 4.		Controls and Procedures			81
		PART II — OTHER INFORMATION
Item 1.		Legal Proceedings			81
Item 1A.		Risk Factors			81
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			82
Item 3.		Defaults Upon Senior Securities			82
Item 4.		Submission of Matters to a Vote of Security Holders			82
Item 5.		Other Information			82
Item 6.		Exhibits			82
		Signatures			84

Filing Format

This combined Form 10-Q is being filed separately by Brandywine Realty Trust and Brandywine Operating Partnership, L.P.

PART I — FINANCIAL INFORMATION

BRANDYWINE REALTY TRUST

		March 31,				December 31,
		2009				2008 (as adjusted)
ASSETS
Real estate investments:
Rental properties		$	4,586,941			$	4,596,137
Accumulated depreciation			(663,843	)			(639,688	)
Operating real estate investments, net			3,923,098				3,956,449
Construction-in-progress			138,310				122,219
Land inventory			112,902				112,699
Total real estate invesmtents, net			4,174,310				4,191,367
Cash and cash equivalents			4,083				3,924
Cash in escrow			—				31,385
Accounts receivable, net			10,068				11,762
Accrued rent receivable, net			85,072				86,362
Investment in real estate ventures, at equity			86,090				71,028
Deferred costs, net			82,935				89,327
Intangible assets, net			135,415				145,757
Notes receivable			49,343				48,048
Other assets			60,673				59,008
Total assets		$	4,687,989			$	4,737,968
LIABILITIES AND BENEFICIARIES’ EQUITY
Mortgage notes payable		$	484,320			$	487,525
Borrowing under credit facilities			200,000				153,000
Unsecured term loan			183,000				183,000
Unsecured senior notes, net of discounts			1,844,016				1,917,970
Accounts payable and accrued expenses			89,094				74,824
Distributions payable			11,138				29,288
Tenant security deposits and deferred rents			58,973				58,692
Acquired below market leases, net			44,794				47,626
Other liabilities			51,064				63,545
Total liabilities			2,966,399				3,015,470
Commitments and contingencies (Note 15)
Brandywine Realty Trust’s equity:
Preferred Shares (shares authorized-20,000,000):
7.50% Series C Preferred Shares, $0.01 par value; issued and outstanding- 2,000,000 in 2009 and 2008			20				20
7.375% Series D Preferred Shares, $0.01 par value; issued and outstanding- 2,300,000 in 2008 and 2008			23				23
Common Shares of Brandywine Realty Trust’s beneficial interest, $0.01 par value; shares authorized 200,000,000; 88,600,253 and 88,610,053 issued in 2009 and 2008, respectively and 88,216,061 and 88,158,937 outstanding in 2009 and 2008, respectively			882				882
Additional paid-in capital			2,351,859				2,351,428
Deferred compensation payable in common stock			5,662				6,274
Common shares in treasury, at cost, 384,192 and 451,116 in 2009 and 2008, respectively			(11,808	)			(14,121	)
Common shares in grantor trust, 205,045 in 2009 and 215,742 in 2008			(5,662	)			(6,274	)
Cumulative earnings			496,077				498,716
Accumulated other comprehensive loss			(6,534	)			(17,005	)
Cumulative distributions			(1,161,459	)			(1,150,406	)
Total Brandywine Realty Trust’s equity			1,669,060				1,669,537
Non-controlling interests			52,530				52,961
Total equity			1,721,590				1,722,498
Total liabilities and equity		$	4,687,989			$	4,737,968

The accompanying notes are an integral part of these consolidated financial statements.

BRANDYWINE REALTY TRUST

		For the three-month periods ended
		March 31,
		2009				2008 (as adjusted)
Revenue:
Rents		$	123,604			$	123,511
Tenant reimbursements			22,464				19,039
Termination fees			113				3,232
Third party management fees, labor reimbursement and leasing			4,764				5,679
Other			923				783
Total revenue			151,868				152,244
Operating Expenses:
Property operating expenses			45,155				40,920
Real estate taxes			15,463				15,565
Third party management expenses			2,115				2,246
Depreciation and amortization			52,569				51,304
General & administrative expenses			4,958				4,912
Provision for impairment on real estate			3,700				—
Total operating expenses			123,960				114,947
Operating income			27,908				37,297
Other Income (Expense):
Interest income			579				203
Interest expense			(35,646	)			(37,043	)
Interest expense — Deferred financing costs			(1,252	)			(1,508	)
Equity in income of real estate ventures			586				1,115
Net loss on disposition of undepreciated real estate			—				(24	)
Gain on early extinguishment of debt			6,639				2,563
(Loss) income from continuing operations			(1,186	)			2,603
Discontinued operations:
Income from discontinued operations			119				3,013
Net gain on disposition of discontinued operations			194				7,981
			313				10,994
Net (loss) income			(873	)			13,597
Net (income) from discontinued operations attributable to non-controlling interests			(10	)			(463	)
Net loss (income) from continuing operations attributable to non-controlling interests			105				(64	)
Net loss (income) attributable to non-controlling interests			95				(527	)
Net (loss) income attributable to Brandywine Realty Trust			(778	)			13,070
Preferred share dividends			(1,998	)			(1,998	)
Amount allocated to unvested restricted shareholders			(37	)			(167	)
(Loss) income available to Common Shareholders		$	(2,813	)		$	10,905
Basic earnings (loss) per Common Share:
Continuing operations		$	(0.03	)		$	0.00
Discontinued operations			0.00				0.13
		$	(0.03	)		$	0.13
Diluted earnings (loss) per Common Share:
Continuing operations		$	(0.03	)		$	0.00
Discontinued operations			0.00				0.13
		$	(0.03	)		$	0.13
Dividends declared per Common Share		$	0.10			$	0.44
Basic weighted average shares outstanding			88,210,384				87,073,721
Diluted weighted average shares outstanding			88,210,384				87,088,131
Net (loss) income attributable to Brandywine Realty Trust
Income (loss) from continuing operations		$	(1,081	)		$	2,539
Income from discontinued operations			303				10,531
Net (loss) income		$	(778	)		$	13,070

The accompanying notes are an integral part of these consolidated financial statements.

BRANDYWINE REALTY TRUST

		For the three-month periods
		ended March 31,
		2009				2008 (as adjusted)
Net (loss) income		$	(873	)		$	13,597
Other comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments			10,287				(4,832	)
Reclassification of realized (gains) on derivative financial instruments to operations, net			(20	)			(20	)
Unrealized gain on available-for-sale securities			—				248
Total other comprehensive income (loss)			10,267				(4,604	)
Comprehensive income		$	9,394			$	8,993
Comprehensive income (loss) attributable to non-controlling interests			299				(527	)
Comprehensive income attributable to Brandywine Realty Trust		$	9,693			$	8,466

The accompanying notes are an integral part of these consolidated financial statements.

BRANDYWINE REALTY TRUST

For the Three-Month Periods Ended March 31, 2009 and 2008
(unaudited, in thousands, except number of shares)

March 31, 2009

																										Number of Rabbi																Additional Paid-in												Accumulated
		Number of				Par Value of				Number of				Par Value of												Trust/Deferred												Additional Paid-in				Capital - Deferred				Additional Paid-in								Other
		Preferred C				Preferred C				Preferred D				Preferred D				Number of				Number of				Compensation				Par Value of				Additional Paid-in				Capital - Treasury				Compensation Plan				Capital - Rabbi				Cumulative				Comprehensive				Cumulative				Non-Controlling
		Shares				Shares				Shares				Shares				Common Shares				Treasury Shares				Shares				Shares				Capital				Shares				Shares				Trust Shares				Earnings				Income (Loss)				Distributions				Interests				Total
BALANCE, December 31, 2008			2,000,000			$	20				2,300,000			$	23				88,610,053				451,116				215,742			$	882			$	2,351,428			$	(14,121	)		$	6,274			$	(6,274	)		$	498,716			$	(17,005	)		$	(1,150,406	)		$	52,961			$	1,722,498
Net loss																																																			(778	)											(95	)			(873	)
Other comprehensive income																																																							10,471								(204	)			10,267
Vesting of Restricted Stock																							(66,924	)			8,971				—				(657	)			2,313				56				(56	)			(1,861	)															(205	)
Restricted Stock Amortization																																			737																																737
Share Issuance from Deferred Compensation Plan																			(2,719	)							(19,668	)			—				(21	)							(668	)			668																				(21	)
Share Choice Plan Issuance																			(7,081	)															(46	)																															(46	)
Amortize Options																																			112																																112
Outperformance Plan Amortization																																			306																																306
Other consolidated real estate ventures																																																															149				149
Preferred Share distributions																																																											(1,998	)							(1,998	)
Distributions declared ($0.10 per share)																																																											(9,055	)			(281	)			(9,336	)
BALANCE, March 31, 2009			2,000,000			$	20				2,300,000			$	23				88,600,253				384,192				205,045			$	882			$	2,351,859			$	(11,808	)		$	5,662			$	(5,662	)		$	496,077			$	(6,534	)		$	(1,161,459	)		$	52,530			$	1,721,590

March 31, 2008

																										Number of Rabbi																Additional Paid-in												Accumulated
		Number of				Par Value of				Number of				Par Value of												Trust/Deferred												Additional Paid-in				Capital - Deferred				Additional Paid-in								Other
		Preferred C				Preferred C				Preferred D				Preferred D				Number of				Number of				Compensation				Par Value of				Additional Paid-in				Capital - Treasury				Compensation Plan				Capital - Rabbi				Cumulative				Comprehensive				Cumulative				Non-Controlling
		Shares				Shares				Shares				Shares				Common Shares				Treasury Shares				Shares				Shares				Capital				Shares				Shares				Trust Shares				Earnings				Income (Loss)				Distributions				Interests				Total
BALANCE, December 31, 2007			2,000,000			$	20				2,300,000			$	23				88,614,322				1,599,637				171,650			$	870			$	2,348,153			$	(53,449	)		$	5,651			$	(5,651	)		$	471,902			$	(1,885	)		$	(999,654	)		$	84,076			$	1,850,056
Net income																																																			13,070												527				13,597
Other comprehensive income																																																							(4,604	)											(4,604	)
Vesting of Restricted Stock																							(65,474	)			9,895				2				(860	)			2,218				167				(167	)			(1,068	)															292
Restricted Stock Amortization																																			505																																505
Conversion of LP units to Common Shares																							(118,611	)							1								2,031																								(2,032	)			—
Share Cancellation/Forfeiture																			(308	)							(308	)															(10	)			10																				—
Share Issuance from Deferred Compensation Plan																											(6,428	)															(211	)			211																				—
Share Choice Plan Issuance																			(1,575	)															(27	)																															(27	)
Deferred Compensation Obligation																							(4,445	)			4,445												228				77				(77	)			(151	)															77
Outperformance Plan Amortization																																			381																																381
Preferred Share distributions																																																											(1,998	)							(1,998	)
Distributions declared ($0.44 per share)																																																											(38,473	)			(1,769	)			(40,242	)
BALANCE, March 31, 2008			2,000,000			$	20				2,300,000			$	23				88,612,439				1,411,107				179,254			$	873			$	2,348,152			$	(48,972	)		$	5,674			$	(5,674	)		$	483,753			$	(6,489	)		$	(1,040,125	)		$	80,802			$	1,818,037

The accompanying notes are an intergral part of these consolidated financial statements.

(unaudited, in thousands)

		Three-month periods
		ended March 31,
		2009				2008 (as adjusted)
Cash flows from operating activities:
Net (loss) income		$	(873	)		$	13,597
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation			39,403				40,363
Amortization:
Deferred financing costs			1,252				1,509
Deferred leasing costs			4,493				4,090
Acquired above (below) market leases, net			(1,741	)			(2,278	)
Acquired lease intangibles			8,729				11,488
Deferred compensation costs			1,021				1,215
Straight-line rent			(1,912	)			(6,609	)
Provision for doubtful accounts			3,234				1,250
Provision for impairment of real estate			3,700				—
Real estate venture income in excess of distributions			(656	)			(544	)
Net gain on sale of interests in real estate			(194	)			(7,957	)
Gain on early extinguishment of debt			(6,639	)			(2,563	)
Cummulative interest accretion on repayments of unsecured notes			(202	)			(435	)
Changes in assets and liabilities:
Accounts receivable			1,376				3,906
Other assets			(2,258	)			(2,808	)
Accounts payable and accrued expenses			15,430				20,165
Tenant security deposits and deferred rents			1,129				1,032
Other liabilities			(2,525	)			(2,732	)
Net cash from operating activities			62,767				72,689
Cash flows from investing activities:
Sales of properties, net			8,650				26,172
Capital expenditures			(30,484	)			(38,901	)
Investment in unconsolidated real estate ventures			(14,961	)			(249	)
Escrowed cash			31,385				—
Cash distributions from unconsolidated real estate ventures in excess of equity in income			555				81
Leasing costs			(5,146	)			(3,851	)
Net cash used in investing activities			(10,001	)			(16,748	)
Cash flows from financing activities:
Proceeds from Credit Facility borrowings			140,000				57,000
Repayments of Credit Facility borrowings			(93,000	)			(49,280	)
Repayments of mortgage notes payable			(3,205	)			(3,561	)
Repayments of unsecured notes			(68,243	)			(21,385	)
Amortization of debt discount			1,111				1,840
Debt financing costs			18				(85	)
Distributions paid to shareholders			(28,443	)			(40,414	)
Distributions paid to non-controlling interests			(845	)			(1,804	)
Net cash used in financing activities			(52,607	)			(57,689	)
Increase (decrease) in cash and cash equivalents			159				(1,748	)
Cash and cash equivalents at beginning of period			3,924				5,600
Cash and cash equivalents as of end of period		$	4,083			$	3,852
Supplemental disclosure:
Cash paid for interest, net of capitalized interest		$	13,108			$	18,163
Supplemental disclosure of non-cash activity:
Note receivable issued in a property sale transaction			950				—
Capital expenditures financed through accounts payable at period end			5,899				19,349

The accompanying notes are an integral part of these consolidated financial statements.

BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

1. THE COMPANY

Brandywine Realty Trust, a Maryland real estate investment trust, or REIT, is a self-administered and self-managed real estate investment trust, or REIT, that provides leasing, property management, development, redevelopment, acquisition and other tenant-related services for a portfolio of office and industrial properties. Brandywine Realty Trust owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. a Delaware limited partnership (the “Operating Partnership”) and subsidiaries of the Operating Partnership. Brandywine Realty Trust, the Operating Partnership and their consolidated subsidiaries are collectively referred to below as the “Company.” The Company’s common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol “BDN”.

As of March 31, 2009, the Company owned 211 office properties, 22 industrial facilities and one mixed-use property (collectively, the “Properties”) containing an aggregate of approximately 23.5 million net rentable square feet. The Company also has two properties under development and six properties under redevelopment containing an aggregate 2.3 million net rentable square feet. As of March 31, 2009, the Company consolidates three office properties owned by real estate ventures containing 0.4 million net rentable square feet. Therefore, the Company owns and consolidates 245 properties with an aggregate of 26.2 million net rentable square feet. As of March 31, 2009, the Company owned economic interests in 13 unconsolidated real estate ventures that contain approximately 4.3 million net rentable square feet (collectively, the “Real Estate Ventures”). The Properties and the properties owned by the Real Estate Ventures are located in or near Philadelphia, Pennsylvania, Metropolitan Washington, D.C., Southern and Central New Jersey, Richmond, Virginia, Wilmington, Delaware, Austin, Texas and Oakland, Carlsbad and Rancho Bernardo, California.

Brandywine Realty Trust is the sole general partner of the Operating Partnership and, as of March 31, 2009, owned a 96.9% interest in the Operating Partnership. The Company conducts its third-party real estate management services business primarily through wholly-owned management company subsidiaries.

As of March 31, 2009, the management company subsidiaries were managing properties containing an aggregate of approximately 36.9 million net rentable square feet, of which approximately 25.8 million net rentable square feet related to Properties owned by the Company and approximately 11.1 million net rentable square feet related to properties owned by third parties and Real Estate Ventures.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting solely of normal recurring matters) for a fair statement of the financial position of the Company as of March 31, 2009, the results of its operations for the three-month periods ended March 31, 2009 and 2008 and its cash flows for the three-month periods ended March 31, 2009 and 2008 have been included. The results of operations for such interim periods are not necessarily indicative of the results for a full year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and footnotes included in the Company’s 2008 Annual Report on Form 10-K filed with the SEC on March 2, 2009.

Reclassifications and Revisions

During the year ended December 31, 2008 the Company identified certain instances dating back to 1998 in which the Company canceled, upon the vesting of restricted shares, a portion of such shares in settlement of employee tax withholdings in excess of minimum statutory rates. As a result, the Company has changed the classification of the affected restricted share grants from equity to liability awards (the “tax withholding adjustment”) in accordance with

BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

FASB Statement No. 123(R), Share-Based Payment (“FAS 123(R)”), and its predecessors. For the three month period ended March 31, 2008, general and administrative expenses decreased by $(0.1) million for the tax withholding adjustment. For the three month period ended March 31, 2008, the tax withholding adjustment changed the distributions paid to shareholders on the Company’s consolidated statements of cash flows by $0.1 million.

Certain amounts have been reclassified in prior years to conform to the current year presentation. The reclassifications are primarily due to the treatment of sold properties as discontinued operations on the statement of operations for all periods presented and the adoption of new accounting pronouncements.

See “Accounting Pronouncements Adopted January 1, 2009 on a Retrospective Basis” and “Accounting Pronouncements Adopted January 1, 2009 on a Prospective Basis” for details pertaining to the changes to prior periods resulting from the adoption of new accounting pronouncements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue, impairment of long-lived assets, allowance for doubtful accounts and deferred costs.

Operating Properties

Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The cost of operating properties reflects their purchase price or development cost. Costs incurred for the acquisition and renovation of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

Purchase Price Allocation

The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease (includes the below market fixed renewal period). Capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining non-cancelable terms of the respective leases, including any below market fixed-rate renewal periods.

Other intangible assets also include amounts representing the value of tenant relationships and in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases. Company estimates of value are made using methods similar to those used by independent appraisers or by using independent appraisals. Factors considered by the Company in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from three to twelve months. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair

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March 31, 2009

value of the tangible and intangible assets acquired. The Company also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of FIN 47 Accounting for Conditional Asset Retirement Obligations (“FIN 47”), and when necessary, will record a conditional asset retirement obligation as part of its purchase price.

Characteristics considered by the Company in allocating value to its tenant relationships include the nature and extent of the Company’s business relationship with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The value of tenant relationship intangibles is amortized over the remaining initial lease term and expected renewals, but in no event longer than the remaining depreciable life of the building. The value of in-place leases is amortized over the remaining non-cancelable term of the respective leases and any fixed-rate renewal periods.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values and tenant relationship values, would be charged to expense and market rate adjustments (above or below) would be recorded to revenue.

Impairment or Disposal of Long-Lived Assets

Statement of Financial Accounting Standard No. 144 (“SFAS 144”), Accounting for the Impairment or Disposal of Long-Lived Assets, provides a single accounting model for long-lived assets as held-for-sale, broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such operations.

The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The review of recoverability is based on an estimate of the future undiscounted cash flows (excluding interest charges) expected to result from the long-lived asset’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a long-lived asset, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair-value of the property. The Company is required to make subjective assessments as to whether there are impairments in the values of the investments in long-lived assets. These assessments have a direct impact on its net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Although the Company’s strategy is generally to hold its properties over the long-term, the Company will dispose of properties to meet its liquidity needs or for other strategic needs. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair value less costs to sell, and such loss could be material. If the Company determines that impairment has occurred, the affected assets must be reduced to their fair-value.

Where properties have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. Management determines the amounts to be included based on a probability weighted cash flow. This requires significant judgment. In some cases, the results of whether an impairment is indicated are sensitive to changes in assumptions input into the estimates, including the hold period until expected sale.

At March 31, 2009, during the Company’s impairment review, it determined that one of the properties tested for impairment under the held and used model had a historical cost greater than the probability weighted undiscounted cash flows. Accordingly, the recorded amount was reduced to an amount based on management’s estimate of the current fair value.

Revenue Recognition

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

Rental revenue is recognized on the straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. The straight-line rent adjustment increased revenue by approximately $1.1 million and $6.1 million for the three-month periods ended March 31, 2009 and 2008. Deferred rents on the balance sheet represent rental revenue received prior to their due dates and amounts paid by the tenant for certain improvements considered to be landlord assets that will remain the Company’s property at the end of the tenant’s lease term. The amortization of the amounts paid by the tenant for such improvements is calculated on a straight-line basis over the term of the tenant’s lease and is a component of straight-line rental income and increased revenue by $0.8 million and $0.5 million for the three-month periods ended March 31, 2009 and 2008. Leases also typically provide for tenant reimbursement of a portion of common area maintenance and other operating expenses to the extent that a tenant’s pro rata share of expenses exceeds a base year level set in the lease or to the extent that the tenant has a lease on a triple net basis. Termination fees received from tenants, bankruptcy settlement fees, third party management fees, labor reimbursement and leasing income are recorded when earned.

Stock-Based Compensation Plans

The Company maintains a shareholder-approved equity-incentive plan known as the Amended and Restated 1997 Long-Term Incentive Plan (the “1997 Plan”). The 1997 Plan is administered by the Compensation Committee of the Company’s Board of Trustees. Under the 1997 Plan, the Compensation Committee is authorized to award equity and equity-based awards, including incentive stock options, non-qualified stock options, restricted shares and performance-based shares. As of March 31, 2009, 3.3 million common shares remained available for future awards under the 1997 Plan. Through March 31, 2009, all options awarded under the 1997 Plan had a one to ten-year term.

The Company recognized stock-based compensation expense of $1.0 million and $1.2 million during the three-month periods ended March 31, 2009 and 2008, respectively, and such amounts are included in general and administrative expense on the Company’s consolidated income statement in the respective periods.

Accounting for Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments and hedging activities under SFAS No. 133 (“SFAS 133”), Accounting for Derivative Instruments and Hedging Activities, and its corresponding amendments under SFAS No. 138, Accounting for Certain Derivative Instruments and Hedging Activities – An Amendment of SFAS 133. SFAS 133 requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability. See disclosures below related to the Company’s adoption of Statement of Financial Accounting Standard No. 157, “Fair Value Measurements”. For derivatives designated as fair value hedges, the changes in fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income. The ineffective portions of hedges are recognized in earnings in the current period.

The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

Fair Value Measurements

The Company adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”) as amended by FASB Staff Position SFAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (“FSP FAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). SFAS 157 defines fair value, establishes a framework

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

for measuring fair value in GAAP and provides for expanded disclosure about fair value measurements. SFAS 157 is applied prospectively, including to all other accounting pronouncements that require or permit fair value measurements. FSP FAS 157-1 amends SFAS 157 to exclude from the scope of SFAS 157 certain leasing transactions accounted for under Statement of Financial Accounting Standards No. 13, “Accounting for Leases” for purposes of measurements and classifications. FSP FAS 157-2 amends SFAS 157 to defer the effective date of SFAS 157 for all non-financial assets and non-financial liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis to fiscal years beginning after November 15, 2008. Accordingly, the Company adopted SFAS 157 for non-financial assets effective January 1, 2009.

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. SFAS 157 was applied to the Company’s outstanding derivatives and available-for-sale-securities effective January 1, 2008 and to all non-financial assets and non-financial liabilities effective January 1, 2009.

The following table sets forth the Company’s financial and non-financial assets and liabilities that were accounted for, at fair value on a recurring and non-recurring basis as of March 31, 2009:

		Fair Value Measurements at Reporting
		Date Using:
						Quoted Prices in
						Active Markets for				Significant Other				Unobservable
		March 31,				Identical Assets				Observable Inputs				Inputs
Description		2009				(Level 1)				(Level 2)				(Level 3)
Recurring
Assets:
Available-for-Sale Securities		$	256			$	256			$	—			$	—
Liabilities:
Interest Rate Swaps		$	5,422			$	—			$	5,422				—
Forward Starting Interest Rate Swaps			2,757				—				2,757				—
		$	8,179			$	—			$	8,179			$	—
Non-Recurring
Real Estate Held for Investment		$	25,500			$	—			$	—			$	25,500

The Company determined the fair value of the real estate held for investment using the held and used model as discussed in the Impairment or Disposal of Long-Lived Assets section in Note 2.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2008:

		Fair Value Measurements at Reporting
		Date Using:
						Quoted Prices in
						Active Markets for				Significant Other				Unobservable
		December 31,				Identical Assets				Observable Inputs				Inputs
Description		2008				(Level 1)				(Level 2)				(Level 3)
Assets:
Available-for-Sale Securities		$	423			$	423			$	—			$	—
Liabilities:
Interest Rate Swaps		$	10,985			$	—			$	10,985			$	—
Forward Starting Interest Rate Swaps			7,481				—				7,481				—
		$	18,466			$	—			$	18,466			$	—

The adoption of SFAS 157 under FSP FAS 157-2 did not have a material impact on the Company’s financial and non-financial assets and liabilities. Non-financial assets and liabilities recorded at fair value on a non-recurring basis to which the Company would apply SFAS 157 where a measurement was required under fair value would include:

	•		Non-financial assets and liabilities initially measured at fair value in an acquisition or business combination that are not remeasured at least annually at fair value,
	•		Long-lived assets measured at fair value due to an impairment under Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” and
	•		Asset retirement obligations initially measured at fair value under Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations”.

Income Taxes

Brandywine Realty Trust has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to continue to qualify as a REIT, Brandywine Realty Trust is required to, among other things, distribute at least 90% of its annual REIT taxable income to its stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, Brandywine Realty Trust is not subject to federal and state income taxes with respect to the portion of its income that meets certain criteria and is distributed annually to its stockholders. Accordingly, no provision for federal and state income taxes is included in the accompanying consolidated financial statements with respect to the operations of Brandywine Realty Trust. Brandywine Realty Trust intends to continue to operate in a manner that allows it to meet the requirements for taxation as a REIT. If Brandywine Realty Trust fails to qualify as a REIT in any taxable year, Brandywine Realty Trust will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent tax years. Brandywine Realty Trust is subject to certain local income taxes. Provision for such taxes has been included in general and administrative expenses in Brandywine Realty Trust’s Consolidated Statements of Operations and Comprehensive Income.

Brandywine Realty Trust has elected to treat several of its subsidiaries as REITs under Sections 856 through 860 of the Code. As a result, each subsidiary REIT generally is not subject to federal and state income taxation at the corporate level to the extent it distributes annually at least 100% of its REIT taxable income to its stockholders and satisfies certain other organizational and operational requirements. Each subsidiary REIT has met these requirements and, accordingly, no provision has been made for federal and state income taxes in the accompanying consolidated financial statements. If any subsidiary REIT fails to qualify as a REIT in any taxable year, that subsidiary REIT will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent taxable years. In addition, this may adversely impact Brandywine Realty Trust’s ability to qualify as a REIT. Also, each subsidiary REIT may be subject to local income taxes.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

Brandywine Realty Trust has elected to treat several of its subsidiaries as taxable REIT subsidiaries (each a “TRS”). A TRS is subject to federal, state and local income tax. In general, a TRS may perform additional non-customary services for tenants and generally may engage in any real estate or non-real estate related businesses that are not permitted REIT activities.

Accounting Pronouncements Adopted January 1, 2009 on a Retrospective Basis

Effective January 1, 2009, the Company adopted the FASB Staff Position APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled Upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). This new standard requires the initial proceeds from convertible debt that may be settled in cash to be bifurcated between a liability component and an equity component. The objective of the guidance is to require the liability and equity components of convertible debt to be separately accounted for in a manner such that the interest expense recorded on the convertible debt would not equal the contractual rate of interest on the convertible debt, but instead would be recorded at a rate that would reflect the issuer’s conventional debt borrowing rate. This is accomplished through the creation of a discount on the debt that would be accreted using the effective interest method as additional non-cash interest expense over the period the debt is expected to remain outstanding (i.e. through the first optional redemption date). The provisions of FSP APB 14-1 were adopted on January 1, 2009 and applied retrospectively.

FSP APB 14-1 impacted the Company’s accounting for its 3.875% Exchangeable Notes and has a material impact on the Company’s consolidated financial statements and results of operations. The principal liability outstanding was $275.5 million at March 31, 2009 and $282.3 million at December 31, 2008. At certain times and upon certain events, the notes are exchangeable for cash up to their principal amount and, with respect to the remainder, if any, of the exchange value in excess of such principal amount, cash or common shares. The initial exchange rate is 25.4065 shares per $1,000 principal amount of notes (which is equivalent to an initial exchange price of $39.36 per share). The carrying amount of the equity component was $11.1 million at March 31, 2009 and $12.2 million at December 31, 2008. The debt discount of the liability will be amortized through October 15, 2011. The effective interest rate at March 31, 2009 and 2008 was 5.5%. The Company recognized $2.7 million and $3.3 million of contractual coupon interest during the three-month periods ended March 31, 2009 and 2008, respectively. During the three-month periods ended March 31, 2009 and 2008, the Company recognized $1.0 million of interest on amortization of the debt discount. The application of FSP APB 14-1 resulted in an aggregate of approximately $3.9 million (net of incremental capitalized interest) of additional non-cash interest expense retrospectively applied for fiscal 2008. Excluding the impact of capitalized interest, the additional non-cash interest expense was approximately $4.3 million for fiscal 2008, and this amount (before netting) increased in subsequent reporting periods through the first optional redemption dates as the debt accretes to its par value over the same period. The application of FSP APB 14-1 required the Company to reduce the amount of gain recognized on early extinguishment of debt in the twelve-months ended December 31, 2008 by approximately $2.6 million.

Accordingly, in accordance with the Company’s retrospective adoption of FSP APB 14-1, the December 31, 2008 balance sheet herein has been revised as follows:

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

						APB 14-1
		As Reported				Adjustment				As Revised
Construction-in-progress		$	121,402			$	817			$	122,219
Deferred costs, net			89,866				(539	)			89,327
Unsecured bonds, net of discount			1,930,147				(12,177	)			1,917,970
Additional paid-in capital			2,327,617				23,811				2,351,428
Cumulative earnings			509,834				(11,118	)			498,716
Non-controlling interests			53,199				(238	)			52,961
Total equity		$	1,710,043			$	12,455			$	1,722,498

Effective January 1, 2009, the Company adopted the FASB Staff Position EITF No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). This new standard requires that non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents be treated as participating securities in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 was applied retrospectively to all periods presented for fiscal years beginning after December 15, 2008. FSP EITF 03-6-1 required the Company to include the impact of its unvested restricted shares in earnings per share using this more dilutive methodology. The face of the Company’s consolidated statement of operations and earnings per share disclosure (See Note 11) has been updated to reflect the adoption of FSP EITF 03-6-1 and are presented as amounts allocated to unvested restricted shareholders.

Effective January 1, 2009, the Company adopted the FASB issued SFAS No. 160, “Accounting for Non-controlling Interests” (“SFAS No. 160”). Under this statement, non-controlling interests are presented as a component of consolidated shareholders’ equity unless these interests are considered redeemable. Also, under SFAS No. 160, net income will encompass the total income of all consolidated subsidiaries and there will be separate disclosure on the face of the income statement of the attribution of that income between controlling and non-controlling interests. Lastly, increases and decreases in non-controlling interests will be treated as equity transactions. The face of the Company’s consolidated balance sheet, statement of operations and statements of other comprehensive income has been updated to reflect the adoption of SFAS No. 160. SFAS No. 160 did not have material impact on the Company’s financial position or results of operations. The Company also adopted the recent revisions on EITF Topic D-98, “Classification and Measurement of Redeemable Securities”, which became effective upon its adoption of SFAS 160. As a result of the Company’s adoption of these standards, amounts previously reported as minority interests in consolidated real estate ventures on its balance sheets are now presented as non-controlling interests within equity. There has been no change in the measurement of this line item from amounts previously reported. During the three months ended March 31, 2009, the Company allocated $0.5 million to non-controlling interests, which related to the accumulated other comprehensive income balance as of December 31, 2008 attributable to the non-controlling interests. The Company determined the out of period adjustment was not material to prior periods or to the current period.

Accounting Pronouncements Adopted January 1, 2009 on a Prospective Basis

Effective January 1, 2009, the Company adopted the FASB issued Statement of Financial Accounting Standards No. 161 “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). This new standard enhances disclosure requirements for derivative instruments in order to provide users of financial statements with an enhanced understanding of (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities” and its related interpretations and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is to be applied prospectively for the first annual reporting period beginning on or after November 15, 2008. See Note 8 for further discussion.

In April 2008, the FASB Staff Position 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 is to be applied prospectively for fiscal years beginning after December 15, 2008. The Company has not

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

entered into any acquisition transactions during the quarter ended March 31, 2009, therefore the adoption of FSP 142-3 did not have a material impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued Statement No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”), which establishes principles and requirements for how the acquirer shall recognize and measure in its financial statements the identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree and goodwill acquired in a business combination. This statement is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company did not complete any acquisitions during the quarter ended March 31, 2009, therefore adoption of SFAS 141(R) has not yet impacted the Company.

New Pronouncements

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1”). FSP FAS 107-1 amends SFAS No. 107 to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. FSP FAS 107-1 also amends APB No. 28 to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 is effective for interim periods ending after June 30, 2009. Prior period presentation is not required for comparative purposes at initial adoption. The Company does not expect the adoption of FSP FAS 107-1 on April 1, 2009 to have a material impact on its consolidated financial position or results of operations.

In April 2009, the FASB issued FSP Financial Accounting Standard 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 and FAS 124-2 are effective for fiscal years and interim periods beginning after June 15, 2009. The Company does not expect the adoption of FSP FAS 115-2 and FAS 124-2 on July 1, 2009 to have a material impact on its consolidated financial position or results of operations.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for both financial and nonfinancial assets or liabilities have significantly decreased. FSP FAS 157-4 is effective for fiscal years and interim periods beginning after June 15, 2009 and shall be applied prospectively. Early adoption for periods ending before March 15, 2009, is not permitted. The Company does not expect the adoption of FSP FAS 157-4 for the quarter ending after June 15, 2009 to have a material impact on its consolidated financial position or results of operations.

3. REAL ESTATE INVESTMENTS

As of March 31, 2009 and December 31, 2008 the gross carrying value of the Company’s operating properties was as follows (amounts in thousands):

		March 31, 2009				December 31, 2008
Land		$	694,126			$	695,408
Building and improvements			3,473,987				3,481,289
Tenant improvements			418,828				419,440
			4,586,941			$	4,596,137

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

Acquisitions and Dispositions

The Company’s acquisitions are accounted for by the purchase method in accordance with SFAS 141(R). The results of each acquired property are included in the Company’s results of operations from their respective purchase dates. The Company did not complete any acquisitions during the periods covered in these financial statements.

On March 16, 2009, the Company sold 305 Harper Drive, a 14,980 net rentable square feet office property located in Moorestown, New Jersey, for a sales price of $1.1 million.

On February 4, 2009, the Company sold two office properties, totaling 66,664 net rentable square feet in Exton, Pennsylvania, for an aggregate sales price of $9.0 million.

All sales above are included within discontinued operations.

4. INVESTMENT IN UNCONSOLIDATED VENTURES

As of March 31, 2009, the Company had an aggregate investment of approximately $86.1 million in its 13 unconsolidated Real Estate Ventures. The Company formed these ventures with unaffiliated third parties, or acquired them, to develop office properties or to acquire land in anticipation of possible development of office properties. Ten of the Real Estate Ventures own 44 office buildings that contain an aggregate of approximately 4.3 million net rentable square feet, one Real Estate Venture developed a hotel property that contains 137 rooms in Conshohocken, PA and one Real Estate Venture constructed and sold condominiums in Charlottesville, VA.

The Company accounts for its unconsolidated interests in its Real Estate Ventures using the equity method. Unconsolidated interests range from 5% to 50%, subject to specified priority allocations in certain of the Real Estate Ventures.

The amounts reflected in the following tables (except for the Company’s share of equity and income) are based on the historical financial information of the individual Real Estate Ventures. One of the Real Estate Ventures, acquired in connection with the Prentiss Properties Trust merger in 2006, had a negative equity balance on a historical cost basis as a result of historical depreciation and distribution of excess financing proceeds. The Company reflected its acquisition of this Real Estate Venture interest at its relative fair value as of the date of the purchase of Prentiss. The difference between allocated cost and the underlying equity in the net assets of the investee is accounted for as if the entity were consolidated (i.e., allocated to the Company’s relative share of assets and liabilities with an adjustment to recognize equity in earnings for the appropriate additional depreciation/amortization). The Company does not record operating losses of the Real Estate Ventures in excess of its investment balance unless the Company is liable for the obligations of the Real Estate Venture or is otherwise committed to provide financial support to the Real Estate Venture.

The following is a summary of the financial position of the Real Estate Ventures as of March 31, 2009 and December 31, 2008 (in thousands):

		March 31,				December 31,
		2009				2008
Net property		$	549,771			$	553,833
Other assets			92,095				94,165
Other Liabilities			38,824				37,863
Debt			437,141				515,832
Equity			165,901				94,164
Company’s share of equity (Company’s basis)			86,090				71,028

The following is a summary of results of operations of the Real Estate Ventures for the three-month periods ended March 31, 2009 and 2008 (in thousands):

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

		Three-month periods
		ended March 31,
		2009				2008
Revenue		$	26,564			$	26,461
Operating expenses			9,566				9,509
Interest expense, net			7,152				7,646
Depreciation and amortization			8,822				9,410
Net income (loss)			1,024				(104	)
Company’s share of income (Company basis)			586				1,115

As of March 31, 2009, the Company had guaranteed repayment of approximately $2.2 million of loans on behalf of certain Real Estate Ventures. The Company also provides customary environmental indemnities in connection with construction and permanent financing both for its own account and on behalf of its Real Estate Ventures.

5. DEFERRED COSTS

As of March 31, 2009 and December 31, 2008, the Company’s deferred costs were comprised of the following (in thousands):

		March 31, 2009
						Accumulated				Deferred Costs,
		Total Cost				Amortization				net
Leasing Costs		$	113,022			$	(42,410	)		$	70,612
Financing Costs			24,422				(12,099	)			12,323
Total		$	137,444			$	(54,509	)		$	82,935

		December 31, 2008
						Accumulated				Deferred Costs,
		Total Cost				Amortization				net
Leasing Costs		$	115,262			$	(39,528	)		$	75,734
Financing Costs			25,170				(11,577	)			13,593
Total		$	140,432			$	(51,105	)		$	89,327

6. INTANGIBLE ASSETS

As of March 31, 2009 and December 31, 2008, the Company’s intangible assets were comprised of the following (in thousands):

BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

		March 31, 2009
						Accumulated				Deferred Costs,
		Total Cost				Amortization				net
In-place lease value		$	140,659			$	(72,211	)		$	68,448
Tenant relationship value			103,077				(43,747	)			59,330
Above market leases acquired			20,371				(12,734	)			7,637
Total		$	264,107			$	(128,692	)		$	135,415
Below market leases acquired		$	81,390			$	(36,596	)		$	44,794