##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 Commission File Number: 1-32261
 
 BIOMED REALTY TRUST, INC.
  Maryland(State or other jurisdiction of 
incorporation or organization)
    
    20-1142292(I.R.S. Employer
Identification No.)17190 Bernardo Center Drive 
San Diego, California(Address of Principal Executive Offices)
    
    92128(Zip Code)
 (858) 485-9840  (Registrants telephone number, including area code)
 Yes þ No o
 Yes
o No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



BIOMED REALTY TRUST, INC.
 FORM 10-Q  QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008 (Unaudited)
    
    
    3Consolidated Statements of Income for the three and six months ended June 30, 2009 and 2008 (Unaudited)
    
    
    4Consolidated Statements of Equity for the six months ended June 30, 2009 (Unaudited)
    
    
    5Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2009 and
2008 (Unaudited)
    
    
    6Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008 (Unaudited)
    
    
    7Notes to Consolidated Financial Statements (Unaudited)
    
    
    8Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 4 Controls and Procedures
    
    
    41PART II  OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    42Item 1A Risk Factors
    
    
    42Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    42Item 3 Defaults Upon Senior Securities
    
    
    42Item 4 Submission of Matters to a Vote of Security Holders
    
    
    43Item 5 Other Information
    
    
    43Item 6 Exhibits
    
    
    43SIGNATURES
    
    
    44Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    CONSOLIDATED FINANCIAL STATEMENTS
 BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 (Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008(Revised)ASSETSInvestments in real estate, net
    
    $
    2,994,072
    
    
    $
    2,960,429Investments in unconsolidated partnerships
    
    
    49,243
    
    
    
    18,173Cash and cash equivalents
    
    
    34,101
    
    
    
    21,422Restricted cash
    
    
    15,638
    
    
    
    7,877Accounts receivable, net
    
    
    10,178
    
    
    
    9,417Accrued straight-line rents, net
    
    
    69,046
    
    
    
    58,138Acquired above-market leases, net
    
    
    3,688
    
    
    
    4,329Deferred leasing costs, net
    
    
    90,472
    
    
    
    101,519Deferred loan costs, net
    
    
    8,535
    
    
    
    9,754Other assets
    
    
    36,939
    
    
    
    38,256Total assets
    
    $
    3,311,912
    
    
    $
    3,229,314LIABILITIES AND EQUITYMortgage notes payable, net
    
    $
    717,764
    
    
    $
    353,161Secured construction loan
    
    
    
    
    
    
    507,128Secured term loan
    
    
    250,000
    
    
    
    250,000Exchangeable senior notes, net
    
    
    103,077
    
    
    
    122,043Unsecured line of credit
    
    
    292,404
    
    
    
    108,767Security deposits
    
    
    7,660
    
    
    
    7,623Dividends and distributions payable
    
    
    15,383
    
    
    
    32,445Accounts payable, accrued expenses, and other liabilities
    
    
    66,406
    
    
    
    66,821Derivative instruments
    
    
    17,910
    
    
    
    126,091Acquired below-market leases, net
    
    
    13,550
    
    
    
    17,286Total liabilities
    
    
    1,484,154
    
    
    
    1,591,365Equity:Stockholders equity:Preferred stock, $.01 par value, 15,000,000 shares
authorized: 7.375% Series A cumulative redeemable
preferred stock, $230,000,000 liquidation preference
($25.00 per share), 9,200,000 shares issued and
outstanding at June 30, 2009 and December 31, 2008
    
    
    222,413
    
    
    
    222,413Common stock, $.01 par value, 150,000,000 and
100,000,000 shares authorized, 98,118,639 and
80,757,421 shares issued and outstanding at June 30,
2009 and December 31, 2008, respectively
    
    
    981
    
    
    
    808Additional paid-in capital
    
    
    1,833,026
    
    
    
    1,661,009Accumulated other comprehensive loss
    
    
    (91,525
    )
    
    
    (112,126
    )Dividends in excess of earnings
    
    
    (147,306
    )
    
    
    (146,536
    )Total stockholders equity
    
    
    1,817,589
    
    
    
    1,625,568Noncontrolling interests
    
    
    10,169
    
    
    
    12,381Total equity
    
    
    1,827,758
    
    
    
    1,637,949Total liabilities and equity
    
    $
    3,311,912
    
    
    $
    3,229,314
   3




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except share data)
 (Unaudited)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Revised)
    
    
    
    
    
    
    (Revised)Revenues:Rental
    
    $
    65,716
    
    
    $
    54,223
    
    
    $
    134,135
    
    
    $
    104,565Tenant recoveries
    
    
    17,189
    
    
    
    15,804
    
    
    
    38,270
    
    
    
    32,386Other income
    
    
    3,175
    
    
    
    744
    
    
    
    7,626
    
    
    
    1,178Total revenues
    
    
    86,080
    
    
    
    70,771
    
    
    
    180,031
    
    
    
    138,129Expenses:Rental operations
    
    
    14,661
    
    
    
    13,454
    
    
    
    36,813
    
    
    
    27,318Real estate taxes
    
    
    7,613
    
    
    
    4,915
    
    
    
    14,846
    
    
    
    10,185Depreciation and amortization
    
    
    24,501
    
    
    
    19,331
    
    
    
    51,813
    
    
    
    37,018General and administrative
    
    
    5,126
    
    
    
    5,645
    
    
    
    10,407
    
    
    
    11,839Total expenses
    
    
    51,901
    
    
    
    43,345
    
    
    
    113,879
    
    
    
    86,360Income from operations
    
    
    34,179
    
    
    
    27,426
    
    
    
    66,152
    
    
    
    51,769Equity in net (loss)/ income of unconsolidated
partnerships
    
    
    (465
    )
    
    
    43
    
    
    
    (766
    )
    
    
    (130
    )Interest income
    
    
    101
    
    
    
    106
    
    
    
    164
    
    
    
    261Interest expense
    
    
    (12,875
    )
    
    
    (9,009
    )
    
    
    (24,955
    )
    
    
    (16,181
    )Gain on derivative instruments
    
    
    360
    
    
    
    
    
    
    
    303
    
    
    
    Gain on extinguishment of debt
    
    
    1,781
    
    
    
    
    
    
    
    6,152
    
    
    
    Net income
    
    
    23,081
    
    
    
    18,566
    
    
    
    47,050
    
    
    
    35,719Net income attributable to noncontrolling interests
    
    
    (645
    )
    
    
    (620
    )
    
    
    (1,350
    )
    
    
    (1,202
    )Net income attributable to Company
    
    
    22,436
    
    
    
    17,946
    
    
    
    45,700
    
    
    
    34,517Preferred stock dividends
    
    
    (4,241
    )
    
    
    (4,241
    )
    
    
    (8,481
    )
    
    
    (8,481
    )Net income available to common stockholders
    
    $
    18,195
    
    
    $
    13,705
    
    
    $
    37,219
    
    
    $
    26,036Net income per share available to common stockholders:Basic and diluted earnings per share
    
    $
    0.20
    
    
    $
    0.19
    
    
    $
    0.44
    
    
    $
    0.38Weighted-average common shares outstanding:Basic
    
    
    88,503,295
    
    
    
    70,094,003
    
    
    
    84,403,582
    
    
    
    67,722,258Diluted
    
    
    92,615,935
    
    
    
    73,811,597
    
    
    
    88,580,072
    
    
    
    71,418,266
   4




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF EQUITY
 (In thousands, except share data)
 (Unaudited)
 AccumulatedSeries A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    Other
    
    
    Dividends in
    
    
    TotalPreferred
    
    
    Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Excess of
    
    
    Stockholders
    
    
    Noncontrolling
    
    
    TotalStock
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    (Loss)/Income
    
    
    Earnings
    
    
    Equity
    
    
    Interests
    
    
    EquityBalance at December 31, 2008 (Revised)
    
    $
    222,413
    
    
    
    80,757,421
    
    
    $
    808
    
    
    $
    1,661,009
    
    
    $
    (112,126
    )
    
    $
    (146,536
    )
    
    $
    1,625,568
    
    
    $
    12,381
    
    
    $
    1,637,949Net proceeds from sale of common stock
    
    
    
    
    
    
    16,754,854
    
    
    
    168
    
    
    
    166,758
    
    
    
    
    
    
    
    
    
    
    
    166,926
    
    
    
    
    
    
    
    166,926Net issuances of unvested restricted common stock
    
    
    
    
    
    
    344,554
    
    
    
    3
    
    
    
    (33
    )
    
    
    
    
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    (30
    )Conversion of operating partnership units to common stock
    
    
    
    
    
    
    261,810
    
    
    
    2
    
    
    
    1,869
    
    
    
    
    
    
    
    
    
    
    
    1,871
    
    
    
    (2,212
    )
    
    
    (341
    )Vesting of share-based awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,787
    
    
    
    
    
    
    
    
    
    
    
    2,787
    
    
    
    
    
    
    
    2,787Allocation of equity to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    636
    
    
    
    
    
    
    
    
    
    
    
    636
    
    
    
    (636
    )
    
    
    Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,989
    )
    
    
    (37,989
    )
    
    
    
    
    
    
    (37,989
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,700
    
    
    
    45,700
    
    
    
    1,350
    
    
    
    47,050Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,481
    )
    
    
    (8,481
    )
    
    
    
    
    
    
    (8,481
    )OP unit distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,475
    )
    
    
    (1,475
    )Unrealized gain on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,680
    
    
    
    
    
    
    
    1,680
    
    
    
    60
    
    
    
    1,740Unrealized gains on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,921
    
    
    
    
    
    
    
    18,921
    
    
    
    701
    
    
    
    19,622Balance at June 30, 2009
    
    $
    222,413
    
    
    
    98,118,639
    
    
    $
    981
    
    
    $
    1,833,026
    
    
    $
    (91,525
    )
    
    $
    (147,306
    )
    
    $
    1,817,589
    
    
    $
    10,169
    
    
    $
    1,827,758
   5




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (In thousands)
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Revised)
    
    
    
    
    
    
    (Revised)Net income available to common stockholders and noncontrolling
interests
    
    $
    18,840
    
    
    $
    14,325
    
    
    $
    38,569
    
    
    $
    27,238Other comprehensive income/(loss):Unrealized gain/(loss) on derivative instruments
    
    
    8,671
    
    
    
    30,565
    
    
    
    21,458
    
    
    
    (1,502
    )Equity in other comprehensive income of unconsolidated
partnerships
    
    
    (23
    )
    
    
    312
    
    
    
    (236
    )
    
    
    312Deferred settlement payments derivative instruments, net
    
    
    (725
    )
    
    
    (1,831
    )
    
    
    (1,600
    )
    
    
    (2,826
    )Unrealized gain on marketable securities
    
    
    1,170
    
    
    
    
    
    
    
    1,740
    
    
    
    Total other comprehensive income/(loss)
    
    
    9,093
    
    
    
    29,046
    
    
    
    21,362
    
    
    
    (4,016
    )Comprehensive income
    
    
    27,933
    
    
    
    43,371
    
    
    
    59,931
    
    
    
    23,222Comprehensive (income)/loss attributable to noncontrolling interests
    
    
    (949
    )
    
    
    1,844
    
    
    
    (2,111
    )
    
    
    944Comprehensive income attributable to common stockholders
    
    $
    26,984
    
    
    $
    45,215
    
    
    $
    57,820
    
    
    $
    24,166
   6




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Six Months EndedJune 30,2009
    
    
    2008(Revised)Operating activities:Net income
    
    $
    47,050
    
    
    $
    35,719Adjustments to reconcile net income to net cash provided by operating activities:Gain on extinguishment of debt
    
    
    (6,152
    )
    
    
    Gain on derivative instruments
    
    
    (303
    )
    
    
    Depreciation and amortization
    
    
    51,813
    
    
    
    37,018Allowance for doubtful accounts
    
    
    3,824
    
    
    
    39Revenue reduction attributable to acquired above-market leases
    
    
    641
    
    
    
    728Revenue recognized related to acquired below-market leases
    
    
    (5,114
    )
    
    
    (3,006
    )Revenue reduction attributable to lease incentives
    
    
    637
    
    
    
    290Compensation expense related to restricted common stock and LTIP units
    
    
    2,787
    
    
    
    2,839Amortization of deferred loan costs
    
    
    2,363
    
    
    
    1,524Amortization of debt premium on mortgage notes payable
    
    
    (920
    )
    
    
    (397
    )Amortization of debt discount on exchangeable senior notes
    
    
    936
    
    
    
    1,345Loss from unconsolidated partnerships
    
    
    766
    
    
    
    130Distributions representing return on capital from unconsolidated partnerships
    
    
    61
    
    
    
    306Changes in operating assets and liabilities:Restricted cash
    
    
    (7,761
    )
    
    
    876Accounts receivable
    
    
    (1,230
    )
    
    
    1,041Accrued straight-line rents
    
    
    (14,263
    )
    
    
    (10,582
    )Deferred leasing costs
    
    
    (4,955
    )
    
    
    (4,332
    )Other assets
    
    
    2,975
    
    
    
    (1,422
    )Security deposits
    
    
    37
    
    
    
    521Accounts payable, accrued expenses and other liabilities
    
    
    (507
    )
    
    
    (10,299
    )Net cash provided by operating activities
    
    
    72,685
    
    
    
    52,338Investing activities:Purchases of interests in and additions to investments in real estate and related intangible assets
    
    
    (69,369
    )
    
    
    (130,827
    )Distributions representing return of capital from unconsolidated partnerships
    
    
    
    
    
    
    1,373Contributions to unconsolidated partnerships, net
    
    
    (32,135
    )
    
    
    (67
    )Receipts of master lease payments
    
    
    
    
    
    
    103Additions to non-real estate assets
    
    
    (31
    )
    
    
    (5,038
    )Net cash used in investing activities
    
    
    (101,535
    )
    
    
    (134,456
    )Financing activities:Proceeds from common stock offering
    
    
    174,250
    
    
    
    156,289Payment of common stock offering costs
    
    
    (7,324
    )
    
    
    (6,594
    )Payment of deferred loan costs
    
    
    (1,735
    )
    
    
    Unsecured line of credit proceeds
    
    
    350,617
    
    
    
    91,801Unsecured line of credit payments
    
    
    (166,980
    )
    
    
    (149,538
    )Mortgage loan proceeds
    
    
    368,000
    
    
    
    Principal payments on mortgage notes payable
    
    
    (2,477
    )
    
    
    (4,992
    )Repurchases of exchangeable senior notes
    
    
    (12,605
    )
    
    
    Settlement of derivative instruments
    
    
    (86,482
    )
    
    
    Secured construction loan proceeds
    
    
    
    
    
    
    58,837Secured construction loan payments
    
    
    (507,128
    )
    
    
    Deferred settlement payments, net on interest rate swaps
    
    
    (1,600
    )
    
    
    (2,826
    )Distributions to operating partnership unit and LTIP unit holders
    
    
    (2,277
    )
    
    
    (2,200
    )Dividends paid to common stockholders
    
    
    (54,249
    )
    
    
    (42,299
    )Dividends paid to preferred stockholders
    
    
    (8,481
    )
    
    
    (8,482
    )Net cash provided by financing activities
    
    
    41,529
    
    
    
    89,996Net increase in cash and cash equivalents
    
    
    12,679
    
    
    
    7,878Cash and cash equivalents at beginning of period
    
    
    21,422
    
    
    
    13,479Cash and cash equivalents at end of period
    
    $
    34,101
    
    
    $
    21,357Supplemental disclosure of cash flow information:Cash paid during the period for interest (net of amounts capitalized of $7,601 and $26,908, respectively)
    
    $
    21,734
    
    
    $
    15,768Supplemental disclosure of non-cash investing and financing activities:Accrual for preferred stock dividends declared
    
    $
    4,241
    
    
    $
    4,241Accrual for common stock dividends declared
    
    
    10,793
    
    
    
    24,025Accrual for distributions declared for operating partnership unit and LTIP unit holders
    
    
    349
    
    
    
    1,174Accrued additions to real estate and related intangible assets
    
    
    26,565
    
    
    
    44,926
   7




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Organization and Description of Business
  2. Basis of Presentation and Summary of Significant Accounting Policies
  Principles of Consolidation
  Investments in Partnerships
 Consolidation of Variable Interest Entities Consolidated Financial Statements
 Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited
Partnership or Similar Entity When the Limited Partners Have Certain Rights
  8




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##### Table of Contents



Investments in Real Estate
  June 30,
    
    
    December 31,2009
    
    
    2008(Revised)Land
    
    $
    374,468
    
    
    $
    347,878Land under development
    
    
    42,933
    
    
    
    69,529Buildings and improvements
    
    
    2,306,668
    
    
    
    2,104,072Construction in progress
    
    
    296,013
    
    
    
    439,221Tenant improvements
    
    
    172,987
    
    
    
    161,8393,193,069
    
    
    
    3,122,539Accumulated depreciation
    
    
    (198,997
    )
    
    
    (162,110
    )$
    2,994,072
    
    
    $
    2,960,429
  Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
   9




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##### Table of Contents



Deferred Leasing Costs
   Balance atJune 30,
    
    
    Accumulated2009
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    168,390
    
    
    $
    (104,332
    )
    
    $
    64,058Acquired management agreements
    
    
    12,921
    
    
    
    (9,883
    )
    
    
    3,038Deferred leasing and other direct costs
    
    
    30,152
    
    
    
    (6,776
    )
    
    
    23,376$
    211,463
    
    
    $
    (120,991
    )
    
    $
    90,472
  Balance atDecember 31,
    
    
    Accumulated2008
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    168,390
    
    
    $
    (92,072
    )
    
    $
    76,318Acquired management agreements
    
    
    12,921
    
    
    
    (8,602
    )
    
    
    4,319Deferred leasing and other direct costs
    
    
    26,364
    
    
    
    (5,482
    )
    
    
    20,882$
    207,675
    
    
    $
    (106,156
    )
    
    $
    101,519
 Revenue Recognition
  
    
    whether the lease stipulates how and on what a tenant improvement allowance may be spent;
 
    
    whether the tenant or landlord retains legal title to the improvements;
 
    
    the uniqueness of the improvements;
 
    
    the expected economic life of the tenant improvements relative to the length of the
lease;
 
    
    the responsible party for construction cost overruns; and
 
    
    who constructs or directs the construction of the improvements.
   10




---



##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008Acquired above-market leases
    
    $
    12,729
    
    
    $
    12,729Accumulated amortization
    
    
    (9,041
    )
    
    
    (8,400
    )$
    3,688
    
    
    $
    4,329
  June 30,
    
    
    December 31,2009
    
    
    2008Acquired below-market leases
    
    $
    39,339
    
    
    $
    37,961Accumulated amortization
    
    
    (25,789
    )
    
    
    (20,675
    )$
    13,550
    
    
    $
    17,286
  June 30,
    
    
    December 31,2009
    
    
    2008Lease incentives
    
    $
    11,920
    
    
    $
    11,698Accumulated amortization
    
    
    (2,848
    )
    
    
    (2,211
    )$
    9,072
    
    
    $
    9,487
 Reporting Revenue Gross as a Principal
versus Net as an Agent
  11




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Rental revenues
    
    $
    
    
    
    $
    
    
    
    $
    2,619
    
    
    $
    Other revenue
    
    
    2,643
    
    
    
    
    
    
    
    6,543
    
    
    
    Total revenue
    
    
    2,643
    
    
    
    
    
    
    
    9,162
    
    
    
    Rental operations expense
    
    
    520
    
    
    
    
    
    
    
    4,204
    
    
    
    Depreciation and amortization
    
    
    325
    
    
    
    
    
    
    
    4,005
    
    
    
    Total expenses
    
    
    845
    
    
    
    
    
    
    
    8,209
    
    
    
    Net effect of lease terminations
    
    $
    1,798
    
    
    $
    
    
    
    $
    953
    
    
    $
    
  Investments
 Accounting for
Certain Investments in Debt and Equity Securities Fair Value Measurements
  June 30,
    
    
    December 31,2009
    
    
    2008Equity securities, initial cost basis
    
    $
    620
    
    
    $
    Unrealized gain
    
    
    1,740
    
    
    
    Equity securities, fair-value
    
    $
    2,360
    
    
    $
    
 Share-Based Payments
 Share-Based Payment
 Assets and Liabilities Measured at Fair-Value
   12




---



##### Table of Contents



The Fair Value Option for Financial
Assets and Financial Liabilities
        13




---



##### Table of Contents



Derivative Instruments
 Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities
       14




---



##### Table of Contents



Managements Estimates
  Segment Information
 Disclosures about Segments of an Enterprise and Related Information
 Reclassifications and Adoption of New Accounting Pronouncements
 Noncontrolling Interests in Consolidated Financial Statements Accounting for Convertible Debt Instruments That May Be
Settled in Cash Upon Conversion (Including Partial Cash Settlement) Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities
 3. Equity
    Common Stock, Partnership Units and LTIP Units
   15




---



##### Table of Contents



7.375% Series A Cumulative Redeemable Preferred Stock
  Dividends and Distributions
  Dividend and
    
    Dividend andAmount Per
    
    
    
    
    Distribution
    
    Distribution AmountDeclaration Date
    
    Securities Class
    
    Share/Unit
    
    
    Period Covered
    
    Payable Date
    
    (in thousands)March 16, 2009
    
    Common stock and
    
    $
    0.33500
    
    
    January 1, 2009 to
    
    April 15, 2009
    
    $
    28,322partnership and
    
    
    
    
    
    March 31, 2009LTIP unitsMarch 16, 2009
    
    Series A preferred
    
    $
    0.46094
    
    
    January 16, 2009 to
    
    April 15, 2009
    
    $
    4,240Stock
    
    
    
    
    
    April 15, 2009June 15, 2009
    
    Common stock and
    
    $
    0.11000
    
    
    April 1, 2009 to
    
    July 15, 2009
    
    $
    11,142partnership and
    
    
    
    
    
    June 30, 2009LTIP unitsJune 15, 2009
    
    Series A preferred
    
    $
    0.46094
    
    
    April 16, 2009 to
    
    July 15, 2009
    
    $
    4,241Stock
    
    
    
    
    
    July 15, 2009
  Common stock, partnership units, and LTIP units
    
    $
    39,464Series A preferred stock
    
    
    8,481$
    47,945
 Noncontrolling Interests
 Classification and Measurement of Redeemable Securities
  16




---



##### Table of Contents



Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled
in, a Companys Own Stock
    June 30, 2009
    
    
    December 31, 2008Partnership Units
    
    
    Percentage of
    
    
    Partnership Units
    
    
    Percentage ofand LTIP Units
    
    
    Total
    
    
    and LTIP Units
    
    
    TotalBioMed Realty Trust
    
    
    97,293,984
    
    
    
    97.1
    %
    
    
    80,208,533
    
    
    
    96.3
    %Noncontrolling interest consisting of:Partnership and LTIP units held by
employees and related parties
    
    
    2,273,386
    
    
    
    2.3
    %
    
    
    2,961,369
    
    
    
    3.5
    %Partnership and LTIP units held by
third parties(1)
    
    
    665,802
    
    
    
    0.6
    %
    
    
    122,192
    
    
    
    0.2
    %Total
    
    
    100,233,172
    
    
    
    100.0
    %
    
    
    83,292,094
    
    
    
    100.0
    %
 
 (1)
    
    Includes vested ownership interests held by a former employee, which are now classified as
held by a third party.     17




---



##### Table of Contents



4. Mortgage Notes Payable
  Stated Fixed
    
    
    Effective
    
    
    Principal BalanceInterest
    
    
    Interest
    
    
    June 30,
    
    
    December 31,Rate
    
    
    Rate
    
    
    2009
    
    
    2008
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,409
    
    
    $
    4,464
    
    
    July 1, 2012Bayshore Boulevard
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    14,709
    
    
    
    14,923
    
    
    January 1, 2010Bridgeview Technology Park I
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,315
    
    
    
    11,384
    
    
    January 1, 2011Center for Life Science | Boston
    
    
    7.75
    %
    
    
    7.75
    %
    
    
    350,000
    
    
    
    
    
    
    June 30, 2014500 Kendall Street (Kendall D)
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    66,958
    
    
    
    67,810
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,237
    
    
    
    5,341
    
    
    January 21, 2015Monte Villa Parkway
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    8,954
    
    
    
    9,084
    
    
    January 1, 20106828 Nancy Ridge Drive
    
    
    7.15
    %
    
    
    5.38
    %
    
    
    6,645
    
    
    
    6,694
    
    
    September 1, 2012Road to the Cure
    
    
    6.70
    %
    
    
    5.78
    %
    
    
    15,080
    
    
    
    15,200
    
    
    January 31, 2014Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    11,065
    
    
    
    11,148
    
    
    July 1, 2011Shady Grove Road
    
    
    5.97
    %
    
    
    5.97
    %
    
    
    147,000
    
    
    
    147,000
    
    
    September 1, 2016Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    28,761
    
    
    
    29,184
    
    
    June 1, 20129865 Towne Centre Drive
    
    
    7.95
    %
    
    
    7.95
    %
    
    
    18,000
    
    
    
    
    
    
    June 30, 20139885 Towne Centre Drive
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    20,452
    
    
    
    20,749
    
    
    January 1, 2010900 Uniqema Boulevard
    
    
    8.61
    %
    
    
    5.61
    %
    
    
    1,276
    
    
    
    1,357
    
    
    May 1, 2015709,861
    
    
    
    344,338Unamortized premiums
    
    
    
    
    
    
    
    
    
    
    7,903
    
    
    
    8,823$
    717,764
    
    
    $
    353,161
     5. Credit Facilities, Exchangeable Senior Notes, and Other Debt Instruments
 Unsecured Line of Credit
   18




---



##### Table of Contents



Secured Term Loan
   Exchangeable Senior Notes, net
    19




---



##### Table of Contents



June 30,
    
    
    December 31,2009
    
    
    2008(Revised)Exchangeable senior notes
    
    $
    107,420
    
    
    $
    128,250Unamortized debt discount(1)
    
    
    (4,343
    )
    
    
    (6,207
    )$
    103,077
    
    
    $
    122,043
 
 (1)
    
    The unamortized debt discount will be amortized through October 1, 2011, the first date at
which the holders of the Notes may require the Operating Partnership to repurchase the Notes.
Amortization of the debt discount during the three and six months ended June 30, 2009 and 2008
resulted in an effective interest rate of 6.5% on the Notes and additional interest expense of
approximately $453,000 and $936,000, respectively, and $683,000 and $1.3 million,
respectively. Secured Construction Loan
 Science | Boston
  2009
    
    $
    3,8842010
    
    
    50,8422011
    
    
    322,2952012
    
    
    295,3832013
    
    
    26,051Thereafter(1)
    
    
    661,230$
    1,359,685
 
 (1)
    
    Includes $107.4 million in principal payments of the Notes based on a contractual maturity
date of October 1, 2026. 6. Earnings Per Share
   20




---



##### Table of Contents



Earnings
per Share FSP 03-6-1
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Revised)
    
    
    
    
    
    
    (Revised)Basic earnings per share:Net income available to common stockholders
    
    $
    18,195
    
    
    $
    13,705
    
    
    $
    37,219
    
    
    $
    26,036Less: net income allocable to unvested restricted stock
    
    
    (169
    )
    
    
    (42
    )
    
    
    (361
    )
    
    
    (86
    )Less: distributions in excess of earnings attributable
to unvested restricted stock
    
    
    
    
    
    
    (35
    )
    
    
    (22
    )
    
    
    (74
    )Net income attributable to common stockholders
    
    $
    18,026
    
    
    $
    13,628
    
    
    $
    36,836
    
    
    $
    25,876Diluted earnings per share:Net income available to common stockholders
    
    $
    18,195
    
    
    $
    13,705
    
    
    $
    37,219
    
    
    $
    26,036Plus: net income attributable to noncontrolling
interests of operating partnership
    
    
    658
    
    
    
    619
    
    
    
    1,380
    
    
    
    1,209Net income available to common stockholders and
participating securities (including the Units)
    
    $
    18,853
    
    
    $
    14,324
    
    
    $
    38,599
    
    
    $
    27,245Weighted-average common shares outstanding:Basic
    
    
    88,503,295
    
    
    
    70,094,003
    
    
    
    84,403,582
    
    
    
    67,722,258Incremental shares from assumed conversion/vesting:Unvested restricted stock
    
    
    832,233
    
    
    
    215,066
    
    
    
    829,115
    
    
    
    225,262Operating partnership and LTIP units
    
    
    3,280,407
    
    
    
    3,502,528
    
    
    
    3,347,375
    
    
    
    3,470,746Diluted
    
    
    92,615,935
    
    
    
    73,811,597
    
    
    
    88,580,072
    
    
    
    71,418,266Basic and diluted earnings per share:Net income per share available to common stockholders,
basic and diluted:
    
    $
    0.20
    
    
    $
    0.19
    
    
    $
    0.44
    
    
    $
    0.38
  21




---



##### Table of Contents



7. Incentive Award Plan
     Weighted-Restricted Stock and
    
    
    Average Grant-LTIP Units
    
    
    Date Fair-ValueBalance at January 1, 2009
    
    
    900,841
    
    
    $
    18.92Granted
    
    
    353,600
    
    
    
    11.03Vested
    
    
    (179,658
    )
    
    
    27.04Balance at March 31, 2009
    
    
    1,074,783
    
    
    
    14.97Granted
    
    
    10,000
    
    
    
    9.65Forfeited
    
    
    (15,611
    )
    
    
    12.50Vested
    
    
    (10,000
    )
    
    
    26.69Balance at June 30, 2009
    
    
    1,059,172
    
    
    
    14.84
 Weighted-Restricted Stock and
    
    
    Average Grant-LTIP Units
    
    
    Date Fair-ValueBalance at January 1, 2008
    
    
    664,318
    
    
    $
    27.81Granted
    
    
    199,115
    
    
    
    22.29Vested
    
    
    (227,103
    )
    
    
    23.93Balance at March 31, 2008
    
    
    636,330
    
    
    
    26.37Granted
    
    
    18,300
    
    
    
    25.75Forfeited
    
    
    (12,327
    )
    
    
    25.93Vested
    
    
    (10,000
    )
    
    
    26.33Balance at June 30, 2008
    
    
    632,303
    
    
    
    26.33
  22




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##### Table of Contents



8. Investment in Unconsolidated Partnerships
  Companys
    
    
    CompanysOwnership
    
    
    EconomicName
    
    Partner
    
    Interest
    
    
    Interest
    
    
    Date AcquiredPREI I LLC(1)
    
    PREI
    
    
    20
    %
    
    
    20
    %
    
    April 4, 2007PREI II LLC(2)
    
    PREI
    
    
    20
    %
    
    
    20
    %
    
    April 4, 2007McKellar Court(3)
    
    Quidel Corporation
    
    
    21
    %
    
    
    21
    %(4)
    
    September 30, 2004
 
 (1)
    
    PREI I LLC acquired a portfolio of properties in Cambridge, Massachusetts comprised of a
stabilized laboratory/office building totaling 184,405 square feet located at 320 Bent Street,
a partially leased laboratory/office building totaling 417,290 square feet located at 301
Binney Street, a 37-unit apartment building, an operating garage facility on Rogers Street, an operating below grade garage facility at Kendall Square, and a building currently under construction at 650 East Kendall Street that the
Company believes can support up to 280,000 rentable square feet of laboratory and office
space. The 650 East Kendall Street site will also include a below grade parking facility.Each of the PREI operating agreements includes a put/call option whereby either member can cause
the limited liability company to sell certain properties in which it holds leasehold interests to
the Company at any time after the fifth anniversary and before the seventh anniversary of the
acquisition date. However, the put/call option may be terminated prior to exercise under certain
circumstances. The put/call option purchase price is based on a predetermined return on capital
invested by PREI. If the put/call option is exercised, the Company believes that it would have
adequate resources to fund the purchase price and also has the option to fund a portion of the
purchase price through the issuance of Company common stock.The PREI limited liability companies jointly entered into a secured acquisition and interim loan
facility with KeyBank and utilized approximately $427.0 million of that facility to fund a
portion of the purchase price for the properties acquired in April 2007. The remaining funds
available were utilized to fund construction costs at certain properties under development.
Pursuant to the loan facility, the Company executed guaranty agreements in which it guaranteed
the full completion of the construction and any tenant improvements at the 301 Binney Street
property if PREI I LLC is unable or unwilling to complete the project. On February 11, 2009, the
PREI joint ventures jointly refinanced the outstanding balance of the secured acquisition and
interim loan facility, or approximately $364.1 million, with the proceeds of a new loan totaling
$203.3 million and members capital contributions funding the balance due. The new loan bears
interest at a rate equal to, at the option of the PREI joint ventures, either (1) reserve
adjusted LIBOR plus 350 basis points or (2) the higher of (a) the prime rate then in effect, (b)
the federal funds rate then in effect plus 50 basis points or (c) one-month LIBOR plus 450 basis
points, and requires interest only monthly payments until the maturity date, February 10, 2011.
In addition, the PREI joint ventures may extend the maturity date of the secured acquisition and
interim loan facility to February 10, 2012 after satisfying certain conditions and paying an
extension fee based on the then current facility commitment. On March 11, 2009, the PREI joint
ventures jointly entered into an interest rate cap agreement, which is intended to have the
effect of hedging variability in future interest payments on the $203.3 million secured
acquisition and interim loan facility above a strike rate of 2.5% (excluding the applicable
credit spread) through February 10, 2011. At June 30, 2009, there were $203.3 million in
outstanding borrowings on the secured acquisition and interim loan facility, with a contractual
interest rate of 3.8% (including the applicable credit spread).  23




---



##### Table of Contents



(2)
    
    PREI II LLC acquired a portfolio of properties comprised of a development parcel in Houston,
Texas; a laboratory/office building totaling 259,706 rentable square feet and fee simple and
leasehold interests in surrounding land parcels located at the Science Park at Yale in New
Haven, Connecticut; and 25,000 rentable square feet of retail space and additional pad sites
for future development in Cambridge, Massachusetts. On August 2, 2007, PREI II LLC completed
the disposition of the 25,000 square feet of retail and
additional pad sites in Cambridge, Massachusetts. The total sale price included approximately
$4.0 million contingently payable in June 2012 pursuant to a put/call option, exercisable on the
earlier of the extinguishment or expiration of development restrictions placed on a portion of
the development rights included in the disposition. On September 28, 2007, PREI II LLC completed
the disposition of the laboratory/office building and the fee simple and leasehold interests in
surrounding land parcels in New Haven, Connecticut. On December 28, 2007, PREI II LLC completed
the disposition of the development parcel in Houston, Texas. None of the sales resulted in the
recognition of a material gain or loss. The Companys remaining investment in PREI II LLC
(maximum exposure to losses) was approximately $818,000 at June 30, 2009.(3)
    
    The McKellar Court partnership holds a property comprised of a two-story laboratory/office
building totaling 72,863 rentable square feet located in San Diego, California. The Companys
investment in the McKellar Court partnership (maximum exposure to losses) was approximately
$2.4 million at June 30, 2009.(4)
    
    The Companys economic interest in the McKellar partnership entitles it to 75% of the gains
upon a sale of the property and 21% of the operating cash flows.   June 30,
    
    
    December 31,2009
    
    
    2008Assets:Investments in real estate, net
    
    $
    607,806
    
    
    $
    592,169Cash and cash equivalents (including restricted cash)
    
    
    5,473
    
    
    
    6,757Intangible assets, net
    
    
    13,962
    
    
    
    15,126Other assets
    
    
    19,174
    
    
    
    16,373Total assets
    
    $
    646,415
    
    
    $
    630,425Liabilities and equity:Mortgage notes payable
    
    $
    381,701
    
    
    $
    517,938Other liabilities
    
    
    21,346
    
    
    
    24,844Members equity
    
    
    243,368
    
    
    
    87,643Total liabilities and equity
    
    $
    646,415
    
    
    $
    630,425Companys net investment in unconsolidated partnerships
    
    $
    49,243
    
    
    $
    18,173
    24




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Total revenues
    
    $
    7,600
    
    
    $
    7,440
    
    
    $
    15,328
    
    
    $
    14,876Rental operations expense
    
    
    2,269
    
    
    
    1,500
    
    
    
    4,876
    
    
    
    3,129Real estate taxes
    
    
    2,121
    
    
    
    1,828
    
    
    
    4,242
    
    
    
    3,553Depreciation and amortization
    
    
    3,304
    
    
    
    2,247
    
    
    
    6,608
    
    
    
    4,495Interest expense, net of interest income
    
    
    2,523
    
    
    
    2,090
    
    
    
    4,613
    
    
    
    4,695Total expenses
    
    
    10,217
    
    
    
    7,665
    
    
    
    20,339
    
    
    
    15,872Net loss
    
    $
    (2,617
    )
    
    $
    (225
    )
    
    $
    (5,011
    )
    
    $
    (996
    )Companys equity in (loss)/net income of unconsolidated partnerships
    
    $
    (465
    )
    
    $
    43
    
    
    $
    (766
    )
    
    $
    (130
    )
 9. Derivatives and Other Financial Instruments
    Fair-Value(1)Notional
    
    
    
    
    
    
    
    
    
    
    June 30,
    
    
    December 31,Amount
    
    
    Strike Rate
    
    
    Effective Date
    
    Expiration Date
    
    2009
    
    
    2008$
    250,000
    
    
    
    4.157
    %
    
    June 1, 2005
    
    June 1, 2010
    
    $
    (8,015
    )
    
    $
    (11,011
    )115,000
    
    
    
    4.673
    %
    
    October 1, 2007
    
    August 1, 2011
    
    
    (7,569
    )
    
    
    (9,349
    )35,000
    
    
    
    4.700
    %
    
    October 10, 2007
    
    August 1, 2011
    
    
    (2,326
    )
    
    
    (2,858
    )Interest rate swaps
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    (17,910
    )
    
    
    (23,218
    )150,000
    
    
    
    5.162
    %
    
    December 30, 2008
    
    December 30, 2018
    
    
    
    
    
    
    (34,307
    )50,000
    
    
    
    5.167
    %
    
    December 30, 2008
    
    December 30, 2018
    
    
    
    
    
    
    (11,449
    )100,000
    
    
    
    5.167
    %
    
    December 30, 2008
    
    December 30, 2018
    
    
    
    
    
    
    (22,942
    )150,000
    
    
    
    5.152
    %
    
    December 30, 2008
    
    December 30, 2018
    
    
    
    
    
    
    (34,175
    )Forward starting swaps (2)
    
    $
    450,000
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    (102,873
    )Total derivative instruments
    
    $
    850,000
    
    
    
    
    
    
    
    
    
    
    $
    (17,910
    )
    
    $
    (126,091
    )
 
 (1)
    
    Fair-value of derivative instruments does not include any related accrued interest payable,
which is included in accrued expenses on the accompanying consolidated balance sheets.(2)
    
    One of the forward starting swaps was settled with the related counterparty in February 2009,
resulting in payment by the Company of approximately $8.9 million. The other three forward
starting swaps, with an aggregate notional value of $400.0 million, were settled during the
three months ended June 30, 2009 for approximately $77.6 million.   25




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Amount of gain/(loss)
recognized in other comprehensive
income (effective portion):Cash flow hedgesInterest rate swaps
    
    $
    3,368
    
    
    $
    13,310
    
    
    $
    5,355
    
    
    $
    (1,011
    )Forward starting swaps
    
    
    5,303
    
    
    
    17,256
    
    
    
    11,782
    
    
    
    (491
    )Total cash flow hedges
    
    
    8,671
    
    
    
    30,566
    
    
    
    17,137
    
    
    
    (1,502
    )Ineffective interest rate swaps(1)
    
    
    
    
    
    
    
    
    
    
    4,321
    
    
    
    Total interest rate swaps
    
    $
    8,671
    
    
    $
    30,566
    
    
    $
    21,458
    
    
    $
    (1,502
    )
 (1)
    
    Amount represents the reclassification of unrealized losses from other comprehensive income
to earnings during the three months ended March, 31, 2009 relating to a previously effective
forward starting swap as a result of the reduction in the notional amount of forecasted debt.  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Amount of loss
reclassified from other
comprehensive income to
income (effective portion):Cash flow hedgesInterest rate swaps
    
    $
    (4,019
    )
    
    $
    (2,003
    )
    
    $
    (7,924
    )
    
    $
    (2,801
    )Forward starting swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total interest rate swaps
    
    $
    (4,019
    )
    
    $
    (2,003
    )
    
    $
    (7,924
    )
    
    $
    (2,801
    )
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    

2008
    
    

2009
    
    
    2008Amount of gain/(loss)
recognized in income
(ineffective portion and amount
excluded from effectiveness
testing):Cash flow hedgesInterest rate swaps
    
    $
    (1
    )
    
    $
    
    
    
    $
    (11
    )
    
    $
    Forward starting swaps
    
    
    (124
    )
    
    
    
    
    
    
    (477
    )
    
    
    Total cash flow hedges
    
    
    (125
    )
    
    
    
    
    
    
    (488
    )
    
    
    Ineffective interest rate swaps
    
    
    485
    
    
    
    
    
    
    
    791
    
    
    
    Total interest rate swaps
    
    $
    360
    
    
    $
    
    
    
    $
    303
    
    
    $
    
  26




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##### Table of Contents



10. Fair-Value of Financial Instruments
 Disclosure about Fair-value of Financial Instruments
    June 30, 2009
    
    
    December 31, 2008Fair-Value
    
    
    Carrying Value
    
    
    Fair-Value
    
    
    Carrying Value(Revised)Mortgage notes payable(1)
    
    $
    683,124
    
    
    $
    717,764
    
    
    $
    373,572
    
    
    $
    353,161Unsecured line of credit
    
    
    277,690
    
    
    
    292,404
    
    
    
    104,507
    
    
    
    108,767Secured construction loan
    
    
    
    
    
    
    
    
    
    
    500,162
    
    
    
    507,128Notes(2)
    
    
    91,844
    
    
    
    103,077
    
    
    
    60,278
    
    
    
    122,043Secured term loan
    
    
    231,841
    
    
    
    250,000
    
    
    
    240,667
    
    
    
    250,000Derivative instruments(3)
    
    
    (17,910
    )
    
    
    (17,910
    )
    
    
    (126,091
    )
    
    
    (126,091
    )Investments(4)
    
    
    2,360
    
    
    
    2,360
    
    
    
    
    
    
    
    
 
 (1)
    
    Carrying value includes $7.9 million and $8.8 million of debt premium
as of June 30, 2009 and December 31, 2008, respectively.(2)
    
    Carrying value includes $4.3 million and $6.2 million of debt discount
as of June 30, 2009 and December 31, 2008, respectively.(3)
    
    The Companys derivative instruments are reflected as liabilities on
the accompanying consolidated balance sheets (see Note 9).(4)
    
    The Companys investments are included in other assets on the
accompanying consolidated balance sheets (see Investments section in
Note 2). 11. New Accounting Standards
 Subsequent Events
  27




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##### Table of Contents



Accounting for Transfers of Financial Assets, an
amendment of FASB Statement No. 140
 Amendments to FASB Interpretation No. 46(R)
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162
  28




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Overview
    29




---



##### Table of Contents



Consolidated Portfolio
    
    
    Unconsolidated Partnership Portfolio
    
    
    Total PortfolioPercent of
    
    
    
    
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    
    
    
    
    Percent ofRentable
    
    
    Rentable
    
    
    
    
    
    
    Rentable
    
    
    Rentable
    
    
    
    
    
    
    Rentable
    
    
    RentableSquare
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    SquareProperties
    
    
    Feet
    
    
    Feet Leased
    
    
    Properties
    
    
    Feet
    
    
    Feet Leased
    
    
    Properties
    
    
    Feet
    
    
    Feet LeasedStabilized properties
    
    
    41
    
    
    
    5,830,252
    
    
    
    98.5
    %
    
    
    4
    
    
    
    257,268
    
    
    
    100.0
    %
    
    
    45
    
    
    
    6,087,520
    
    
    
    98.5
    %Lease up properties
    
    
    19
    
    
    
    3,214,843
    
    
    
    42.6
    %
    
    
    2
    
    
    
    417,290
    
    
    
    27.3
    %
    
    
    21
    
    
    
    3,632,133
    
    
    
    40.8
    %Total operating portfolio
    
    
    60
    
    
    
    9,045,095
    
    
    
    78.6
    %
    
    
    6
    
    
    
    674,558
    
    
    
    55.1
    %
    
    
    66
    
    
    
    9,719,653
    
    
    
    77.0
    %Redevelopment properties
    
    
    1
    
    
    
    154,341
    
    
    
    0.0
    %
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    1
    
    
    
    154,341
    
    
    
    0.0
    %Construction in progress
    
    
    1
    
    
    
    360,520
    
    
    
    63.7
    %
    
    
    1
    
    
    
    280,000
    
    
    
    
    
    
    
    2
    
    
    
    640,520
    
    
    
    35.9
    %Total portfolio
    
    
    62
    
    
    
    9,559,956
    
    
    
    76.8
    %
    
    
    7
    
    
    
    954,558
    
    
    
    38.9
    %
    
    
    69
    
    
    
    10,514,514
    
    
    
    73.3
    %Land parcels
    
    
    n/a
    
    
    
    1,352,000
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    1,352,000
    
    
    
    n/aTotal proforma portfolio
    
    
    62
    
    
    
    10,911,956
    
    
    
    n/a
    
    
    
    7
    
    
    
    954,558
    
    
    
    n/a
    
    
    
    69
    
    
    
    11,866,514
    
    
    
    n/a
 Factors Which May Influence Future Operations
        30




---



##### Table of Contents



Critical Accounting Policies
  New Accounting Standards
  Results of Operations
 Comparison of the Three Months Ended June 30, 2009 to the Three Months Ended June 30, 2008
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Rental
    
    $
    51,347
    
    
    $
    49,926
    
    
    $
    14,367
    
    
    $
    4,301
    
    
    $
    
    
    
    $
    
    
    
    $
    2
    
    
    $
    (4
    )Tenant recoveries
    
    
    12,940
    
    
    
    14,594
    
    
    
    4,027
    
    
    
    1,094
    
    
    
    
    
    
    
    
    
    
    
    222
    
    
    
    116Other income
    
    
    2,670
    
    
    
    21
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    723Total revenues
    
    $
    66,957
    
    
    $
    64,541
    
    
    $
    18,399
    
    
    $
    5,395
    
    
    $
    
    
    
    $
    
    
    
    $
    724
    
    
    $
    835
 Rental Revenues.
 Tenant Recoveries.
  Other Income.
  31




---



##### Table of Contents



Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Rental operations
    
    $
    10,156
    
    
    $
    11,686
    
    
    $
    2,808
    
    
    $
    1,068
    
    
    $
    
    
    
    $
    
    
    
    $
    1,697
    
    
    $
    700Real estate taxes
    
    
    5,299
    
    
    
    4,541
    
    
    
    2,314
    
    
    
    372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Depreciation and
amortization
    
    
    17,184
    
    
    
    17,615
    
    
    
    7,317
    
    
    
    1,716
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total expenses
    
    $
    32,639
    
    
    $
    33,842
    
    
    $
    12,439
    
    
    $
    3,156
    
    
    $
    
    
    
    $
    
    
    
    $
    1,697
    
    
    $
    702
 Rental Operations Expense.
 Real Estate Tax Expense.
 Depreciation and Amortization Expense.
 General and Administrative Expenses.
 Equity in Net (Loss)/Income of Unconsolidated Partnerships.
 Interest Expense.
   32




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##### Table of Contents



Gain on Derivative Instruments.
 Gain on Extinguishment of Debt.
 Noncontrolling Interests.
 Comparison of the Six Months Ended June 30, 2009 to the Six Months Ended June 30, 2008
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Rental
    
    $
    105,422
    
    
    $
    98,887
    
    
    $
    28,422
    
    
    $
    5,435
    
    
    $
    294
    
    
    $
    251
    
    
    $
    (3
    )
    
    $
    (8
    )Tenant recoveries
    
    
    27,816
    
    
    
    30,638
    
    
    
    10,058
    
    
    
    1,468
    
    
    
    27
    
    
    
    14
    
    
    
    369
    
    
    
    266Other income
    
    
    6,570
    
    
    
    157
    
    
    
    10
    
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    1,042
    
    
    
    1,020Total revenues
    
    $
    139,808
    
    
    $
    129,682
    
    
    $
    38,490
    
    
    $
    6,904
    
    
    $
    325
    
    
    $
    265
    
    
    $
    1,408
    
    
    $
    1,278
 Rental Revenues.
 Tenant Recoveries.
   33




---



##### Table of Contents



Other Income.
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Rental operations
    
    $
    24,788
    
    
    $
    23,851
    
    
    $
    8,706
    
    
    $
    1,364
    
    
    $
    612
    
    
    $
    513
    
    
    $
    2,707
    
    
    $
    1,590Real estate taxes
    
    
    10,154
    
    
    
    9,549
    
    
    
    4,670
    
    
    
    615
    
    
    
    22
    
    
    
    19
    
    
    
    
    
    
    
    2Depreciation and
amortization
    
    
    37,383
    
    
    
    34,430
    
    
    
    14,006
    
    
    
    2,236
    
    
    
    424
    
    
    
    352
    
    
    
    
    
    
    
    Total expenses
    
    $
    72,325
    
    
    $
    67,830
    
    
    $
    27,382
    
    
    $
    4,215
    
    
    $
    1,058
    
    
    $
    884
    
    
    $
    2,707
    
    
    $
    1,592
 Rental Operations Expense.
 Real Estate Tax Expense.
 Depreciation and Amortization Expense.
 General and Administrative Expenses.
 Equity in Net Loss of Unconsolidated Partnerships.
 Interest Expense.
   34




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##### Table of Contents



Gain on Derivative Instruments.
 Gain on Extinguishment of Debt.
 Noncontrolling Interests.
 Cash Flows
 Comparison of the Six Months Ended June 30, 2009 to the Six Months Ended June 30, 2008
 2009
    
    
    2008
    
    
    Change(Revised)(In thousands)Net cash provided by operating activities
    
    $
    72,685
    
    
    $
    52,338
    
    
    $
    20,347Net cash used in investing activities
    
    
    (101,535
    )
    
    
    (134,456
    )
    
    
    32,921Net cash provided by financing activities
    
    
    41,529
    
    
    
    89,996
    
    
    
    (48,467
    )Ending cash and cash equivalents balance
    
    
    34,101
    
    
    
    21,357
    
    
    
    12,744
     35




---



##### Table of Contents



Funds from Operations
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Revised)
    
    
    
    
    
    (Revised)Net income available to common stockholders
    
    $
    18,195
    
    
    $
    13,705
    
    
    $
    37,219
    
    
    $
    26,036Adjustments:Noncontrolling interests in operating partnership
    
    
    658
    
    
    
    619
    
    
    
    1,380
    
    
    
    1,209Depreciation and amortization  unconsolidated partnerships
    
    
    662
    
    
    
    450
    
    
    
    1,323
    
    
    
    901Depreciation and amortization  consolidated entities
    
    
    24,501
    
    
    
    19,331
    
    
    
    51,813
    
    
    
    37,018Depreciation and amortization  allocable to
noncontrolling interest of consolidated joint ventures
    
    
    (19
    )
    
    
    (8
    )
    
    
    (39
    )
    
    
    (16
    )Funds from operations available to common shares and Units
    
    $
    43,997
    
    
    $
    34,097
    
    
    $
    91,696
    
    
    $
    65,148Funds from operations per share  diluted
    
    $
    0.48
    
    
    $
    0.46
    
    
    $
    1.04
    
    
    $
    0.91Weighted-average common shares and Units outstanding  diluted
    
    
    92,615,935
    
    
    
    73,811,597
    
    
    
    88,580,072
    
    
    
    71,418,266
 Liquidity and Capital Resources
   36




---



##### Table of Contents



2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalFixed-rate mortgages
    
    $
    3,884
    
    
    $
    50,842
    
    
    $
    29,891
    
    
    $
    45,383
    
    
    $
    26,051
    
    
    $
    553,810
    
    
    $
    709,861Unsecured line of credit
    
    
    
    
    
    
    
    
    
    
    292,404
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    292,404Secured term loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    250,000Notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    107,420
    
    
    
    107,420Total consolidated indebtedness
    
    $
    3,884
    
    
    $
    50,842
    
    
    $
    322,295
    
    
    $
    295,383
    
    
    $
    26,051
    
    
    $
    661,230
    
    
    $
    1,359,685Secured acquisition and interim
loan facility
    
    $
    
    
    
    $
    
    
    
    $
    40,650
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    40,650Secured construction loan
    
    
    
    
    
    
    33,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,634McKellar Court fixed-rate mortgage
    
    
    17
    
    
    
    2,142
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,159Total unconsolidated indebtedness
    
    $
    17
    
    
    $
    35,776
    
    
    $
    40,650
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    76,443Total indebtedness
    
    $
    3,901
    
    
    $
    86,618
    
    
    $
    362,945
    
    
    $
    295,383
    
    
    $
    26,051
    
    
    $
    661,230
    
    
    $
    1,436,128
 Science | Boston
       37




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##### Table of Contents



Aggregate PrincipalAmount orShares/Units at
    
    
    Dollar Value
    
    
    Percent of TotalJune 30, 2009
    
    
    Equivalent
    
    
    Capitalization(In thousands)Debt:Mortgage notes payable (1)
    
    
    
    
    
    $
    717,764
    
    
    
    27.3
    %Secured term loan
    
    
    
    
    
    
    250,000
    
    
    
    9.5
    %Exchangeable senior notes (2)
    
    
    
    
    
    
    103,077
    
    
    
    3.9
    %Unsecured line of credit
    
    
    
    
    
    
    292,404
    
    
    
    11.1
    %Total debt
    
    
    
    
    
    
    1,363,245
    
    
    
    51.8
    %Equity:Common shares outstanding (3)
    
    
    98,118,639
    
    
    
    1,003,754
    
    
    
    38.3
    %7.375% Series A Preferred shares outstanding (4)
    
    
    9,200,000
    
    
    
    230,000
    
    
    
    8.7
    %Operating partnership units outstanding (5)
    
    
    2,607,164
    
    
    
    26,671
    
    
    
    1.0
    %LTIP units outstanding (5)
    
    
    566,540
    
    
    
    5,796
    
    
    
    0.2
    %Total equity
    
    
    
    
    
    
    1,266,221
    
    
    
    48.2
    %Total capitalization
    
    
    
    
    
    $
    2,629,466
    
    
    
    100.0
    %
 
 (1)
    
    Amount includes debt premiums of $7.9 million recorded upon the assumption of the outstanding
indebtedness in connection with our purchase of the corresponding properties.(2)
    
    Amount includes a debt discount of $4.3 million recorded in accordance with FSP 14-1.(3)
    
    Based on the market closing price of our common stock of $10.23 per share on the last trading
day of the quarter (June 30, 2009).(4)
    
    Based on the liquidation preference of $25.00 per share for our 7.375% Series A preferred
stock.(5)
    
    Our partnership and LTIP units are each individually convertible into one share of common
stock using the market closing price of our common stock of $10.23 per share on the last
trading day of the quarter (June 30, 2009).    38




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##### Table of Contents



Off-Balance Sheet Arrangements
      Principal Amount (1)Ownership
    
    
    
    
    
    
    June 30,
    
    
    December 31,Name
    
    Percentage
    
    
    Interest Rate (2)
    
    
    2009
    
    
    2008
    
    
    Maturity DatePREI I and PREI II(3)
    
    
    20
    %
    
    
    3.82
    %
    
    $
    40,650
    
    
    $
    72,811
    
    
    February 10, 2011PREI I(4)
    
    
    20
    %
    
    
    4.10
    %
    
    
    33,634
    
    
    
    28,706
    
    
    August 13, 2010McKellar Court(5)
    
    
    21
    %
    
    
    4.63
    %
    
    
    2,159
    
    
    
    2,175
    
    
    January 1, 2010Total
    
    
    
    
    
    
    
    
    
    $
    76,443
    
    
    $
    103,692
 
 (1)
    
    Amount represents our proportionate share of the total outstanding indebtedness for each of
the unconsolidated partnerships.(2)
    
    Effective or weighted average interest rate of the outstanding indebtedness as of June 30,
2009.(3)
    
    Amount represents our proportionate share of the total draws outstanding under a secured
acquisition and interim loan facility, which bears interest at a LIBOR-indexed variable-rate.
The secured acquisition and interim loan facility was utilized by both PREI I LLC and PREI II
LLC to acquire a portfolio of properties (initial borrowings of approximately $427.0 million)
on April 4, 2007 (see Note 8 in the accompanying consolidated financial statements). On
February 11, 2009, our PREI joint ventures jointly refinanced the outstanding balance of the
secured acquisition and interim loan facility, or approximately $364.1 million, with the
proceeds of a new loan totaling $203.3 million and members capital contributions funding the
balance due. The new loan bears interest at a rate equal to, at the option of our PREI joint
ventures, either (a) reserve adjusted LIBOR plus 350 basis points or (b) the higher of (i) the
prime rate then in effect, (ii) the federal funds rate then in effect plus 50 basis points or
(iii) one-month LIBOR plus 450 basis points, and requires interest only monthly payments until
the maturity date, February 10, 2011.(4)
    
    Amount represents our proportionate share of a secured construction loan, which bears
interest at a LIBOR-indexed variable-rate. The secured construction loan was executed by a
wholly owned subsidiary of PREI I LLC in connection with the construction of the 650 East
Kendall Street property (initial borrowings of $84.0 million on February 13, 2008 were used in
part to repay a portion of the secured acquisition and interim loan facility). The remaining
balance is being utilized to fund construction costs at the property.(5)
    
    Amount represents our proportionate share of the principal balance outstanding on a mortgage
note payable, which is secured by the McKellar Court property (excluding $66,000 of
unamortized debt premium).  39




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##### Table of Contents



Cash Distribution Policy
 i.e.
   Dividend
    
    
    DividendQuarter Ended
    
    Date Declared
    
    Date Paid
    
    per Common Share
    
    
    per Preferred ShareMarch 31, 2007
    
    March 15, 2007
    
    April 16, 2007
    
    $
    0.3100
    
    
    $
    0.45582June 30, 2007
    
    June 15, 2007
    
    July 16, 2007
    
    
    0.3100
    
    
    
    0.45582September 30, 2007
    
    September 14, 2007
    
    October 15, 2007
    
    
    0.3100
    
    
    
    0.46094December 31, 2007
    
    December 12, 2007
    
    January 15, 2008
    
    
    0.3100
    
    
    
    0.46094March 31, 2008
    
    March 14, 2008
    
    April 15, 2008
    
    
    0.3350
    
    
    
    0.46094June 30, 2008
    
    June 16, 2008
    
    July 15, 2008
    
    
    0.3350
    
    
    
    0.46094September 30, 2008
    
    September 15, 2008
    
    October 15, 2008
    
    
    0.3350
    
    
    
    0.46094December 31, 2008
    
    December 15, 2008
    
    January 15, 2009
    
    
    0.3350
    
    
    
    0.46094March 31, 2009
    
    March 16, 2009
    
    April 15, 2009
    
    
    0.3350
    
    
    
    0.46094June 30, 2009
    
    June 15, 2009
    
    July 15, 2009
    
    
    0.1100
    
    
    
    0.46094
 Inflation
   
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   40




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##### Table of Contents



Effective InterestPercent of
    
    
    Rate atPrincipal Balance (1)
    
    
    Total Debt
    
    
    June 30, 2009Fixed interest rate (2)
    
    $
    820,841
    
    
    
    60.2
    %
    
    
    6.64
    %Variable interest rate (3)
    
    
    542,404
    
    
    
    39.8
    %
    
    
    4.61
    %Total/effective interest rate
    
    $
    1,363,245
    
    
    
    100.0
    %
    
    
    5.85
    %
 
 (1)
    
    Principal balance includes only consolidated indebtedness.(2)
    
    Includes 15 mortgage notes payable secured by certain of our properties (including $7.9
million of unamortized premium) and our exchangeable senior notes (including $4.3 million of
unamortized debt discount).(3)
    
    Includes our unsecured line of credit and secured term loan, which bear interest based on a
LIBOR-indexed variable interest rate, plus a credit spread. However, we are party to two
interest rate swaps, which were intended to have the effect of initially fixing the interest
rates on $150.0 million of our variable-rate borrowings at 5.8% (based on the applicable
credit spreads for the underlying debt at June 30, 2009) until the interest rate swaps expire
in August 2011. We have also entered into an interest rate swap agreement that is intended to
fix the interest rate on the entire $250.0 million outstanding balance of the secured term
loan at a rate of 5.8% (including the credit spread for the $250.0 million secure term loan at
June 30, 2009) until the interest rate swap expires in 2010.    
 ITEM 4.
    
    CONTROLS AND PROCEDURES
     41




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  Risks Related to the Ownership of Our Stock
 Our distributions to stockholders may decline at any time.
  
    
    cash available for distribution,
 
    
    operating results,
 
    
    our financial condition, especially in relation to our anticipated future capital
needs,
 
    
    then current expansion plans,
 
    
    the distribution requirements for REITs under the Code, and
 
    
    other factors our board deems relevant.
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
   42




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##### Table of Contents



ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Votes For
    
    
    Votes WithheldAlan D. Gold
    
    
    68,849,994
    
    
    
    739,221Gary A. Kreitzer
    
    
    68,488,052
    
    
    
    1,101,163Barbara R. Cambon
    
    
    69,114,881
    
    
    
    474,334Edward A. Dennis, Ph.D.
    
    
    69,138,866
    
    
    
    450,349Richard I. Gilchrist
    
    
    69,106,185
    
    
    
    483,030Theodore D. Roth
    
    
    69,205,859
    
    
    
    383,356M. Faye Wilson
    
    
    69,187,178
    
    
    
    402,037
   
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Articles of Amendment of BioMed Realty Trust, Inc.(1)10.1
    
    
    2004 Incentive Award Plan of BioMed Realty Trust, Inc. and BioMed Realty, L.P. (as Amended and
Restated Effective May 27, 2009).(2)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 (1)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on May 12, 2009.(2)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on June 1, 2009.  43




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##### Table of Contents



SIGNATURES
  BioMed Realty Trust, Inc./s/ ALAN D. GOLDAlan D. GoldChairman of the Board and Chief Executive Officer
(Principal Executive Officer)/s/ KENT GRIFFINKent GriffinPresident, Chief Operating Officer and
Chief Financial Officer

(Principal Financial Officer)   44




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Articles of Amendment of BioMed Realty Trust, Inc.(1)10.1
    
    
    2004 Incentive Award Plan of BioMed Realty Trust, Inc. and BioMed Realty, L.P. (as Amended and
Restated Effective May 27, 2009).(2)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 (1)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on May 12, 2009.(2)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on June 1, 2009.  45