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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q

(Mark One)

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


For the quarterly period ended June 30, 2006

or

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


For the transition period from ____________ to ___________

Commission file number001-9106

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in its charter)





| | DelawareState or other jurisdiction ofincorporation or organization |  | 23-2862640(I.R.S. Employer Identification No.) | 
| | ------------------------------------------------------------------- |  | ---------------------------------------------- | 

| |  |  |  | 
| |  |  |  | 

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

(610) 325-5600

Registrants telephone number

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. YesNo

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.

Large Accelerated Filer

        Accelerated Filer


      Non-Accelerated Filer


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






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BRANDYWINE
  OPERATING PARTNERSHIP, L.P.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION



PageItem
          1.
      
      Financial
          Statements (unaudited)
      3Consolidated
          Balance Sheets as of June 30, 2006 and December 31, 2005
      3Consolidated
          Statements of Operations for the three- and six-month periods ended
          June 30, 2006 and 2005
      4Consolidated
          Statements of Other Comprehensive Income for the three- and six-month
          periods ended June 30, 2006 and 2005
      5Consolidated
          Statements of Cash Flows for the six-month periods ended June 30, 2006
          and June 30, 2005
      6Notes
          to Unaudited Consolidated Financial Statements
      7Item
          2.
      
      Managements
          Discussion and Analysis of Financial Condition and Results of Operations
      31Item
          3.
      
      Quantitative
          and Qualitative Disclosures about Market Risk
      46Item
          4.
      
      Controls
          and Procedures
      46PART
          II - OTHER INFORMATIONItem
          1.
      
      Legal
          Proceedings
      47Item
          1A.
      
      Risk
          Factors
      47Item
          2.
      
      Unregistered
          Sales of Equity Securities and Use of Proceeds
      47Item
          3.
      
      Defaults
          Upon Senior Securities
      47Item
          4.
      
      Submission
          of Matters to a Vote of Security Holders
      47Item
          5.
      
      Other
          Information
      47Item
          6.
      
      Exhibits
      48Signatures
      49


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PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except unit and per unit information)



June 30,2006


      

        December 31,2005ASSETSReal estate investments:Operating properties

        

        $

        4,688,560

        

        $

        2,560,061Accumulated depreciation

        

        

        (467,969

        )

        

        (390,333

        )Operating real estate investments, net

        

        

        4,220,591

        

        

        2,169,728Construction-in-progress

        

        

        327,975

        

        

        273,240Land held for development

        

        

        124,787

        

        

        98,518Total real estate investments, net

        

        

        4,673,353

        

        

        2,541,486Cash and cash equivalents

        

        

        26,377

        

        

        7,174Escrowed cash

        

        

        22,006

        

        

        18,498Accounts receivable, net

        

        

        18,781

        

        

        12,874Accrued rent receivable, net

        

        

        61,787

        

        

        47,034Marketable securities

        

        

        188,035

        

        

        Asset held for sale

        

        

        86,128

        

        

        Investment in unconsolidated ventures

        

        

        78,480

        

        

        13,331Deferred costs, net

        

        

        52,056

        

        

        37,602Intangible assets, net

        

        

        338,537

        

        

        78,097Other assets

        

        

        46,373

        

        

        49,649Total assets

        

        $

        5,591,913

        

        $

        2,805,745LIABILITIES AND PARTNERS EQUITYMortgage notes payable

        

        $

        901,064

        

        $

        494,777Secured note payable

        

        

        183,199

        

        

        Unsecured notes

        

        

        1,863,062

        

        

        936,607Unsecured credit facility

        

        

        195,000

        

        

        90,000Accounts payable and accrued expenses

        

        

        95,216

        

        

        52,635Distributions payable

        

        

        43,629

        

        

        28,880Tenant security deposits and deferred rents

        

        

        37,350

        

        

        20,953Acquired below market leases, net of accumulated amortization of $17,024 and $6,931

        

        

        102,170

        

        

        34,704Other liabilities

        

        

        7,870

        

        

        4,411Mortgage notes payable and other liabilities held for sale

        

        

        15,411

        

        

        Total liabilities

        

        

        3,443,971

        

        

        1,662,967Minority interest - partners share of consolidated real estate ventures

        

        

        40,737

        

        

        Commitments and contingencies (Note 15)Redeemable limited partnership units at redemption value;4,105,314 and 1,945,267 issued and outstanding

        

        

        132,068

        

        

        54,300Partners equity:7.50% Series D Preferred Mirror Units; 2,000,000 issued and outstanding in 2006 and 2005

        

        

        47,912

        

        

        47,9127.375% Series E Preferred Mirror Units; 2,300,000 issued and outstanding in 2006 and 2005

        

        

        55,538

        

        

        55,538General Partnership Capital, 90,014,708 and 56,179,075 units issued and outstanding in 2006 and 2005, respectively

        

        

        1,870,707

        

        

        988,197Accumulated other comprehensive loss

        

        

        980

        

        

        (3,169

        )Total partners equity

        

        

        1,975,137

        

        

        1,088,478Total liabilities, minority interest, and partners equity

        

        $

        5,591,913

        

        $

        2,805,745


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

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except unit and per unit information)



For the three-month periodsended June 30,


      

        For the six-month periods endedJune 30,2006

        

        2005

        

        2006

        

        2005Revenue:Rents

        

        $

        149,554

        

        $

        81,656

        

        $

        290,639

        

        $

        162,884Tenant reimbursements

        

        

        16,749

        

        

        11,037

        

        

        34,641

        

        

        23,119Other

        

        

        4,668

        

        

        2,774

        

        

        9,047

        

        

        8,790Total revenue

        

        

        170,971

        

        

        95,467

        

        

        334,327

        

        

        194,793Operating Expenses:Property operating expenses

        

        

        48,962

        

        

        27,695

        

        

        97,155

        

        

        57,574Real estate taxes

        

        

        16,684

        

        

        9,598

        

        

        33,230

        

        

        19,255Depreciation and amortization

        

        

        72,838

        

        

        27,820

        

        

        132,168

        

        

        56,255Administrative expenses

        

        

        7,724

        

        

        4,378

        

        

        16,214

        

        

        9,130Total operating expenses

        

        

        146,208

        

        

        69,491

        

        

        278,767

        

        

        142,214Operating income

        

        

        24,763

        

        

        25,976

        

        

        55,560

        

        

        52,579Other Income (Expense):Interest income

        

        

        2,573

        

        

        284

        

        

        5,223

        

        

        662Interest expense

        

        

        (42,500

        )

        

        (17,807

        )

        

        (83,467

        )

        

        (35,604

        )Equity in income of real estate ventures

        

        

        463

        

        

        993

        

        

        1,428

        

        

        1,551Net gain on sale of interests in real estate

        

        

        2,608

        

        

        

        

        

        2,608

        

        

        Income (loss) before minority interest

        

        

        (12,093

        )

        

        9,446

        

        

        (18,648

        )

        

        19,188Minority interest - partners share of consolidated real estate ventures

        

        

        84

        

        

        (121

        )

        

        370

        

        

        (172

        )Income (loss) from continuing operations

        

        

        (12,009

        )

        

        9,325

        

        

        (18,278

        )

        

        19,016Discontinued operations:Income (loss) from discontinued operations

        

        

        134

        

        

        (140

        )

        

        3,728

        

        

        (140

        )Minority interest - partners share of consolidated real estate ventures

        

        

        (195

        )

        

        

        

        

        (382

        )

        

        Income (loss) from discontinued operations

        

        

        (61

        )

        

        (140

        )

        

        3,346

        

        

        (140

        )Net income (loss)

        

        

        (12,070

        )

        

        9,185

        

        

        (14,932

        )

        

        18,876Income allocated to Preferred Units

        

        

        (1,998

        )

        

        (1,998

        )

        

        (3,996

        )

        

        (3,996

        )Income (loss) allocated to Common Partnership Units

        

        $

        (14,068

        )

        $

        7,187

        

        $

        (18,928

        )

        $

        14,880Basic earnings per Common Partnership Unit:Continuing operations

        

        $

        (0.15

        )

        $

        0.13

        

        $

        (0.24

        )

        $

        0.26Discontinued operations

        

        

        (0.00

        )

        

        (0.00

        )

        

        0.04

        

        

        (0.00

        )$

        (0.15

        )

        $

        0.12

        

        $

        (0.20

        )

        $

        0.26Diluted earnings per Common Partnership Unit:Continuing operations

        

        $

        (0.15

        )

        $

        0.13

        

        $

        (0.24

        )

        $

        0.26Discontinued operations

        

        

        (0.00

        )

        

        (0.00

        )

        

        0.04

        

        

        (0.00

        )$

        (0.15

        )

        $

        0.12

        

        $

        (0.20

        )

        $

        0.26Dividends declared per common partnershipunit

        

        $

        0.44

        

        $

        0.44

        

        $

        0.88

        

        $

        0.88Basic weighted average common partnership unit

        

        

        94,653,573

        

        

        57,734,627

        

        

        93,989,891

        

        

        57,619,382Diluted weighted average common partnership unit

        

        

        94,929,355

        

        

        57,897,198

        

        

        94,269,217

        

        

        57,843,068


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

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BRANDYWINE
  OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

(unaudited, in thousands)



For the three-month periodsended June 30,


      

        For the six-month periodsended June 30,2006

        

        2005

        

        2006

        

        2005Net income (loss)


      


      $


      (12,070


      )


      $


      9,185


      


      $


      (14,932


      )


      $


      18,876Other comprehensive income:Unrealized gain on derivative financial instruments

        

        

        605

        

        

        

        

        

        2,363

        

        

        Less: minority interest  consolidated real estate venture partners share of unrealized gain on derivative financial instruments

        

        

        (296

        )

        

        

        

        

        (809

        )

        

        Realized gain on derivative financial instruments

        

        

        

        

        

        

        

        

        3,266

        

        

        Reclassification of realized (gains)/losses on derivative financial instruments to operations, net

        

        

        9

        

        

        113

        

        

        105

        

        

        226Unrealized gain (loss) on available-for-sale securities

        

        

        (184

        )

        

        45

        

        

        (776

        )

        

        237Total other comprehensive income

        

        

        134

        

        

        158

        

        

        4,149

        

        

        463Comprehensive income (loss)

        

        $

        (11,936

        )

        $

        9,343

        

        $

        (10,783

        )

        $

        19,339


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

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BRANDYWINE
  OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)



Six-month periodsended June 30,2006

        

        2005Cash flows from operating activities:Net income (loss)

        

        $

        (14,932

        )

        $

        18,876Adjustments to reconcile net income (loss) to net cash from operating activities:Depreciation

        

        

        95,051

        

        

        41,657Amortization:Deferred financing costs

        

        

        1,274

        

        

        1,293Deferred leasing costs

        

        

        5,184

        

        

        4,057Acquired above (below) market leases, net

        

        

        (3,907

        )

        

        (787

        )Assumed lease intangibles

        

        

        33,700

        

        

        10,584Deferred compensation costs

        

        

        1,445

        

        

        1,387Straight-line rent

        

        

        (15,916

        )

        

        (6,500

        )Provision for doubtful accounts

        

        

        1,956

        

        

        600Real estate venture income in excess of distributions

        

        

        (267

        )

        

        (647

        )Net gain on sale of interests in real estate

        

        

        (2,608

        )

        

        Minority interest

        

        

        12

        

        

        172Changes in assets and liabilities:Accounts receivable

        

        

        5,937

        

        

        3,631Other assets

        

        

        8,411

        

        

        299Accounts payable and accrued expenses

        

        

        7,451

        

        

        (10,399

        )Tenant security deposits and deferred rents

        

        

        9,976

        

        

        (1,629

        )Other liabilities

        

        

        (6,053

        )

        

        (89

        )Net cash from operating activities

        

        

        126,714

        

        

        62,505Cash flows from investing activities:Acquisition of Prentiss

        

        

        (935,856

        )

        

        Acquisition of properties

        

        

        (50,114

        )

        

        (38,854

        )Sales of properties, net

        

        

        144,006

        

        

        Capital expenditures

        

        

        (102,851

        )

        

        (82,033

        )Investment in marketable securities

        

        

        175

        

        

        Investment in unconsolidated Real Estate Ventures

        

        

        (502

        )

        

        (119

        )Escrowed cash

        

        

        (2,115

        )

        

        (109

        )Cash distributions from unconsolidated Real Estate Ventures in excess of equity in income

        

        

        2,215

        

        

        226Leasing costs

        

        

        (12,114

        )

        

        (5,448

        )Net cash from investing activities

        

        

        (957,156

        )

        

        (126,337

        )Cash flows from financing activities:Proceeds from Credit Facility borrowings

        

        

        310,000

        

        

        118,000Repayments of Credit Facility borrowings

        

        

        (205,000

        )

        

        (5,000

        )Proceeds from mortgage notes payable

        

        

        20,520

        

        

        Repayments of mortgage notes payable

        

        

        (21,198

        )

        

        (10,045

        )Proceeds from term loan

        

        

        750,000

        

        

        Repayments of term loan

        

        

        (750,000

        )

        

        Proceeds from unsecured notes

        

        

        847,818

        

        

        Proceeds from forward starting swap termination

        

        

        3,266

        

        

        Repayments on employee stock loans

        

        

        35

        

        

        50Debt financing costs

        

        

        (6,987

        )

        

        (146

        )Exercise of stock options

        

        

        8,011

        

        

        10,432Repurchases of Common Partnership Units

        

        

        (34,481

        )

        

        (239

        )Distributions paid to preferred and common partnership unitholders

        

        

        (68,306

        )

        

        (53,070

        )Distributions to minority interest holders - consolidated real estate ventures

        

        

        (4,033

        )

        

        (2,175

        )Net cash from financing activities

        

        

        849,645

        

        

        57,807Increase (decrease) in cash and cash equivalents

        

        

        19,203

        

        

        (6,025

        )Cash and cash equivalents at beginning of period

        

        

        7,174

        

        

        15,346Cash and cash equivalents at end of period

        

        $

        26,377

        

        $

        9,321Supplemental disclosure:Cash paid for interest, net of capitalized interest

        

        $

        52,881

        

        $

        25,923Supplemental disclosure of non-cash activity:Common shares issued in the Prentiss acquisition

        

        

        1,021,269

        

        

        Partnership units issued in the Prentiss acquisition

        

        

        64,103

        

        

        Mortgage notes payable assumed in the Prentiss acquisition

        

        $

        532,607

        

        $

        Secured note payable assumed in the Prentiss acquisition

        

        $

        186,116

        

        $

        


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

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

1.


      ORGANIZATION AND NATURE OF OPERATIONS


Brandywine Operating Partnership, L.P. (the Partnership) is the entity through which Brandywine Realty Trust, a Maryland real estate investment trust (the Company), a self-administered and self-managed real estate investment trust, conducts its business and own its assets. The Partnerships activities include acquiring, developing, redeveloping, leasing and managing office and industrial properties. The Companys common shares of beneficial interest are publicly traded on the New York Stock Exchange under the ticker symbol BDN. As of June 30, 2006, the Partnership owned 278 office properties, 23 industrial facilities and one mixed-use property (collectively, the Properties) containing an aggregate of approximately 30.3 million net rentable square feet. As of June 30, 2006, the Partnership owned economic interests in eleven unconsolidated real estate
ventures that contain approximately 2.7 million net rentable square feet (the Real Estate Ventures) and in four consolidated real estate ventures that own 16 office properties containing approximately 1.6 million net rentable square feet. The Properties and the properties owned by the Real Estate Ventures are located in or areas surrounding Philadelphia, Pennsylvania; Wilmington, Delaware; Austin, Texas; Dallas, Texas; Richmond, Virginia; Northern and Southern California; Southern and Central New Jersey and Northern Virginia.

As more fully described in Note 3, on January 5, 2006, the Company acquired Prentiss Properties Trust (Prentiss) under an Agreement and Plan of Merger (the Merger Agreement) that the Company entered into with Prentiss on October 3, 2005.

The Company is the sole general partner of the Partnership and, as of June 30, 2006, owned a 95.7% interest in the Partnership. The Company conducts its third-party real estate management services business primarily through four management companies (collectively, the Management Companies), Brandywine Realty Services Corporation (BRSCO), BTRS, Inc., Brandywine Properties I Limited, Inc. (BPI), and Brandywine Properties Management, L.P. (BPM). BRSCO, BTRS, Inc. and BPI are taxable REIT subsidiaries. The Partnership owns a 95% interest in BRSCO and the remaining 5% interest is owned by a partnership comprised of a current executive and former executive of the Company, each of whom is a member of the Companys Board of Trustees. The Company owns 100% of BTRS, Inc. BPM is a limited partnership that is 99% owned by Brandywine Acquisition Partners, L.P. The other
1% of BPM is owned by BPI.

As of June 30, 2006, the Management Companies were managing properties containing an aggregate of approximately 44.2 million net rentable square feet, of which approximately 30.3 million net rentable square feet related to Properties owned by the Partnership and approximately 13.9 million net rentable square feet related to properties owned by third parties and certain Real Estate Ventures.

2.


      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The consolidated financial statements have been prepared by the Partnership without audit except as to the balance sheet as of December 31, 2005, which has been derived from audited data, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. 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, although the Partnership believes that the included disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting solely of normal recurring matters) for a fair statement of the financial position of the Partnership as of June 30, 2006, the results of its operations for the three- and six-month periods ended June
30, 2006 and 2005 and its cash flows for the six-month periods ended June 30, 2006 and 2005 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 Partnerships consolidated financial statements and footnotes included in the Partnerships 2005 Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform to the current period presentation.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Principles of Consolidation

The accompanying consolidated financial statements include all accounts of the Partnership, and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Partnership is presented as minority interest as of and during the periods consolidated. All intercompany accounts and transactions have been eliminated in consolidation.

When the Partnership obtains an economic interest in an entity, the Partnership evaluates the entity to determine if the entity is deemed a variable interest entity (VIE), and if the Partnership is deemed to be the primary beneficiary, in accordance with FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (FIN 46R). The Partnership consolidates (i) entities that are VIEs where the Partnership is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Partnership controls. Entities that the Partnership accounts for under the equity method (i.e., at cost, increased or decreased by the Partnerships share of earnings or losses, less distributions) include (i) entities that are VIEs where the Partnership is not deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Partnership does not control, but
over which the Partnership has the ability to exercise significant influence. The Partnership will reconsider its determination of whether an entity is a VIE and who the primary beneficiary is if certain events occur that are likely to cause a change in the original determinations.

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 Partnership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.

SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, required us to separately report as discontinued operations the historical operating results attributable to operating properties sold or held for sale and the applicable gain or loss on the disposition of the properties. The consolidated statements of operations for prior periods are also adjusted to conform to this classification. In all cases, gains and losses are recognized using the full accrual method of accounting. Gains relating to transactions which do not meet the requirements of the full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met.

Purchase Price Allocation

The Partnership 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 Partnership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. 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 fixed-rate renewal periods.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Other intangible assets also include amounts representing the value of tenant relationships and in-place leases based on the Partnerships evaluation of the specific characteristics of each tenants lease and the Partnerships overall relationship with the respective tenant. The Partnership 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. Partnership estimates of value are made using methods similar to those used by independent appraisers or by using independent appraisals. Factors considered by the Partnership 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.
The Partnership also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Partnership also uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of FIN47, and when necessary, will record a conditional asset retirement obligation as part of its purchase price. In estimating carrying costs, the Partnership 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.

Characteristics considered by the Partnership in allocating value to its tenant relationships include the nature and extent of the Partnership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 market rate adjustments, in-place lease values and tenant relationship values, would be charged to expense.

Revenue Recognition and Accounts Receivable

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 cumulative difference between lease revenue recognized under this method and contractual lease payment terms is recorded as accrued rent receivable on the accompanying balance sheets. The straight-line rent adjustment increased revenue by approximately $8.1 million and $15.6 million for the three- and six-month periods ended June 30, 2006 and approximately $3.1 million and $6.3 million for the three- and six-month periods ended June 30, 2005. Tenant receivables and accrued rent receivables are carried net of the allowances for doubtful accounts of $7.8 million as of June 30, 2006 and $4.9 million as of December 31, 2005. The allowance is based on
managements evaluation of the collectability of receivables, taking into account tenant specific considerations as well as the overall credit of the tenant portfolio. The leases also typically provide for tenant reimbursement of a portion of common area maintenance and other operating expenses. Other income is recorded when earned and is primarily comprised of termination fees received from tenants, bankruptcy settlement fees, third party leasing commissions, and third party management fees. Other income includes net termination fees of $1.3 million and $1.9 million for the three- and six-month periods ended June 30, 2006, and $0.9 million and $4.9 million for the three- and six-month periods ended June 30, 2005. Deferred rents represent rental revenue received from tenants prior to their due dates.

Stock-based Compensation Plans

The Partnership Agreement provides for the issuance by the Partnership to its general partner, the Company, of a number of Common Partnership Units equal to the number of Common Shares issued by the Company, the net proceeds of which are contributed to the Partnership. When the Company issues Common Shares under its equity-based compensation plan, the Partnership issues to the Company an equal number of Common Partnership Units.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

The Company maintains shareholder-approved equity incentive plans. The Compensation Committee of the Companys Board of Trustees authorizes awards under these plans. In May 2005, the Companys shareholders approved an amendment to the Amended and Restated 1997 Long-Term Incentive Plan (the 1997 Plan) that increased the number of common shares that may be issued or subject to award under the 1997 Plan from 5,000,000 to 6,600,000. The May 2005 amendment provided that 500,000 of the shares under the 1997 Plan are available solely for awards under options and share appreciation rights that have an exercise or strike price not less than the market price of the common shares on the date of award, and the remaining 6,100,000 shares are available for any type of award under the 1997 Plan. Incentive stock options may not be granted at exercise prices less than fair value of the shares at the time
of grant. All options awarded by the Company to date are non-qualified stock options that generally vested over two to five years. As of June 30, 2006, 2.6 million shares remained available for future award under the 1997 Plan. As part of the Companys January 2006 acquisition of Prentiss, the Company assumed Prentiss three share incentive plans. As of June 30, 2006, approximately 1,685,676 common shares remain available for issuance or subject to award under the assumed Prentiss share incentive plans; however, any such issuances or awards under the assumed Prentiss plan may be made only to those Company employees who had been employed by Prentiss immediately prior to the Companys acquisition of Prentiss or to those Company employees hired after the Prentiss acquisition.

On January 1, 2002, the Partnership began to expense the fair value of stock-based compensation awards granted subsequent to January 1, 2002, over the applicable vesting period as a component of general and administrative expenses in the Partnerships consolidated statements of income. In the three and six-month periods ended June 30, 2006 the Partnership recognized $669,000 and $1,445,000 of stock-based compensation expense. In the three and six-month periods ended June 30, 2005 the Partnership recognized and $696,000 and $1,387,000 of stock-based compensation expense.

For stock-based compensation awards granted prior to 2002, the Partnership accounted for stock options issued under the recognition and measurement provisions of APB No.25,Accounting for Stock Issued to Employees and Related Interpretations. Under this method, no stock-based compensation expense was recognized. Because stock options granted prior to 2002 vested over a three-year term, the resulting compensation cost based on the fair value of the awards on the date of grant, on a pro forma basis would have been expensed in 2003, 2004, and 2005. Accordingly, had the Partnership applied the fair value recognition provisions of SFAS 123, the net income applicable to common shares would remain the same on a pro forma basis for the three and six month periods ended June 30, 2006, and would have been reduced by $117,000 and $256,000 for the three and six month periods
ended June 30, 2005, with no change in basic or diluted net income per share.

The Companys primary form of share-based compensation has been restricted shares issued under a shareholder approved equity incentive plan that authorizes various equity-based awards. As of June 30, 2006, 352,036 restricted shares were outstanding and vest over five years from the initial grant date. The remaining compensation expense to be recognized associated with the 352,036 restricted shares outstanding at June 30, 2006 was approximately $9.9 million. That expense is expected to be recognized over a weighted average remaining vesting period of 1.9 years. For the three month and six month periods ended June 30, 2006, the Partnership recognized $669,000 and $1,445,000 of compensation expense related to outstanding restricted shares. The following table summarizes the Companys restricted share activity for the six-months ended June 30, 2006:



Shares


      


      WeightedAverage GrantDate Fair valueNon-vested at January 1, 2006


      


      316,134


      


      $


      25.62Granted

        

        240,136

        

        

        30.34Vested

        

        (160,594

        )

        

        26.20Forfeited

        

        (43,640

        )

        

        28.32Non-vested at June 30, 2006

        

        352,036

        

        $

        28.24


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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

At June 30, 2006, the Company had 1,412,300 options outstanding under its shareholder approved equity incentive plan. No options were unvested as of June 30, 2006 and therefore there is no remaining unrecognized compensation expense associated with these options. Option activity as of June 30, 2006 and changes during the six months ended June 30, 2006 were as follows:



Shares


      

        WeightedAverageExercise Price


      


      Weighted AverageRemaining ContractualTerm (in years)


      


      Aggregate IntrinsicValue (in 000's)Outstanding at January 1, 2006


      


      1,276,722


      


      $


      26.82


      


      2.15


      


      1,888Prentiss options converted to Company options as part of the Prentiss acquisition (see Note 3)

        

        496,037

        

        

        22.00

        

        2.41

        

        4,841Exercised

        

        (360,459

        )

        

        21.87

        

        0.61

        

        3,565Forfeited

        

        

        

        

        

        

        

        

        Outstanding at June 30, 2006

        

        1,412,300

        

        $

        26.39

        

        2.20

        

        7,580Vested at June 30, 2006

        

        1,412,300

        

        $

        26.39

        

        2.20

        

        7,580Exercisable at June 30, 2006

        

        1,412,300

        

        $

        26.39

        

        2.20

        

        7,580


There were no option awards granted to employees during the three-and six-month periods ended June 30, 2006 and 2005.

The Company has the ability and intent to issue shares upon stock option exercises. Historically, the Company has issued new common shares to satisfy such exercises.

Accounting for Derivative Instruments and Hedging Activities

The Partnership 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 Partnership 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. 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. Changes in fair value of derivative instruments and ineffective portions of hedges are recognized in earnings in the current period. For the three- and six-month periods ended June 30, 2006 and 2005, the Partnership was not party to any derivative contract designated as a fair value hedge.

The Partnership actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Partnership, 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.

Income Taxes

No federal or state income taxes are payable by the Partnership, and accordingly, no provision for taxes has been made in the accompanying consolidated financial statements. The partners are to include their respective share of the Partnerships profits or losses in their individual tax returns. The Partnerships tax returns and the amount of allocable Partnership profits and losses are subject to examination by federal and state taxing authorities. If such examination results in changes to Partnership profits or losses, then the tax liability of the partners would be changed accordingly.

The Partnership owns subsidiary real estate investment trusts (REIT) that have elected to be taxed as real estate investment trusts under Sections 856-860 of the Internal Revenue Code. In managements opinion, the requirements to maintain this election are being met. The Partnerships REIT subsidiaries are subject to a 4% Federal excise tax, if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the subsidiaries ordinary income and (b) 95% of the subsidiaries net capital gain exceeds cash distributions and certain taxes paid by the subsidiary.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

The Partnership may elect to treat one or more of its corporate subsidiaries as a taxable REIT subsidiary (TRS). In general, a TRS may perform additional services for its tenants and generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate income tax. The Partnership has elected to treat certain of its corporate subsidiaries as TRSs.

Recent Accounting Pronouncements

In June 2006, the FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109(FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a Partnerships financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on description, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 becomes effective on January 1, 2007. The Partnership is currently evaluating the impact of adopting FIN 48 but does not expect it to have a material impact on the consolidated financial statements.

In March 2006, the FASB issued SFAS No. 156,Accounting for Servicing of Financial Assets, an Amendment of SFAS No. 140.SFAS No. 156 requires separate recognition of a servicing asset and a servicing liability each time an entity undertakes an obligation to service a financial asset by entering into a service contract. This statement also requires that servicing assets and liabilities be initially recorded at fair value and subsequently adjusted to the fair value at the end of each reporting period. This statement is effective in fiscal years beginning after September 15, 2006. The Partnership does not expect the adoption of this standard on January 1, 2007 to have a material effect on the consolidated financial statements.

In February 2006, the FASB issued SFAS No.155,Accounting for Certain Hybrid Financial Instruments  An Amendment of FASB No. 133 and 140.The purpose of SFAS No.155 is to simplify the accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 also eliminates the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year beginning after September 15, 2006. The Partnership does not expect the adoption of this standard on January 1, 2007 to have a material effect on the consolidated financial statements.

In October 2005, the FASB issued Staff Position No. 13-1 Accounting for Rental Costs Incurred during a Construction Period (FSP FAS 13-1). FSP FAS 13-1 addresses the accounting for rental costs associated with operating leases that are incurred during the construction period. FSP FAS 13-1 makes no distinction between the right to use a leased asset during the construction period and the right to use that asset after the construction period. Therefore, rental costs associated with ground or building operating leases that are incurred during a construction period shall be recognized as rental expense, allocated over the lease term in accordance with SFAS No. 13 and Technical Bulletin 85-3. The terms of FSP FAS 13-1 are not applicable to lessees that account for the sale or rental of real estate projects in accordance with SFAS No. 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects. FSP FAS 13-1 was effective for the first reporting period beginning after December 15, 2005.  Retrospective application in accordance with SFAS 154 is permitted but not required. The adoption of FSP FAS 13-1 did not have a material effect on the consolidated financial statements of the Partnership.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

In June 2005, the Emerging Issues Task Force issued EITF 04-05, 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 (EITF 04-05). The scope of EITF 04-05 is limited to limited partnerships or similar entities that are not variable interest entities under FIN 46R. The Task Force reached a consensus that the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. This presumption may be overcome if the agreements provide the limited partners with either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. If it is
deemed that the limited partners rights overcome the presumption of control by a general partner of the limited partnership, the general partner shall account for its investment in the limited partnership using the equity method of accounting. EITF 04-05 was effective immediately for all arrangements created or modified after June 29, 2005. For all other arrangements, application of EITF 04-05 is required effective for the first reporting period in fiscal years beginning after December 15, 2005 (i.e., effective January 1, 2006 for the Partnership) using either a cumulative-effect-type adjustment or using a retrospective application. The adoption of EITF 04-05 did not have an effect on the Partnerships consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS 154). SFAS 154 replaces APB No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements and establishes retrospective application as the required method for reporting a change in accounting principle. SFAS 154 provides guidance for determining whether a retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Partnership adopted SFAS 154 on January 1, 2006 and this adoption had no effect on the Partnerships financial position and results of operations.

In March 2005, the FASB issued FIN 47,Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143,Asset Retirement Obligations. FIN 47 provides clarification of the term conditional asset retirement obligation as used in SFAS 143, defined as a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Partnership. Under this standard, a Partnership must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. FIN 47 became effective in the Partnerships fiscal quarter ended December 31, 2005. The Partnership adopted FIN 47 as required effective December 31,
2005 and the initial application of FIN 47 did not have a material effect on the consolidated financial statements of the Partnership.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment (SFAS 123(R)). SFAS 123(R) is an amendment of SFAS 123 and requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is required to be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) also contains additional minimum disclosures requirements including, but not limited to, the valuation method and assumptions used, amounts of compensation capitalized and modifications made. The effective date of SFAS 123(R) was subsequently amended by the SEC to be as of the beginning of the first interim or annual reporting period of the first fiscal year that begins on or after December 15, 2005, and allows several different methods of transition. The Partnership adopted SFAS 123(R) using the prospective method on
January 1, 2006. This adoption did not have a material effect on our consolidated financial statements.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

3.


      REAL ESTATE INVESTMENTS


As of June 30, 2006 and December 31, 2005, the carrying value of the Partnerships operating properties was as follows (amounts in thousands):



June 30, 2006


      


      December
          31, 2005Land


      


      $


      744,027


      


      $


      456,736Building and improvements

        

        

        3,642,178

        

        

        1,951,252Tenant improvements

        

        

        302,355

        

        

        152,0734,688,560

        

        

        2,560,061Less: accumulated depreciation

        

        

        (467,969

        )

        

        (390,333

        )Operating real estate investments, net

        

        $

        4,220,591

        

        $

        2,169,728


Acquisitions and Dispositions

The Partnerships acquisitions are accounted for by the purchase method. The results of each acquired property are included in the Partnerships results of operations from their respective purchase dates.

2006

On January 5, 2006, the Company acquired Prentiss Properties Trust (Prentiss) under an Agreement and Plan of Merger (the Merger Agreement) that the Company entered into with Prentiss on October 3, 2005. In conjunction with the Companys acquisition of Prentiss, designees of The Prudential Insurance Company of America (Prudential) acquired certain of Prentiss properties that contain an aggregate of approximately 4.32 million net rentable square feet for a total consideration of approximately $747.7 million. Through its acquisition of Prentiss (and after giving effect to the Prudential acquisition of certain of Prentiss properties), the Company acquired a portfolio of 79 office properties (includes 13 properties that are owned by consolidated joint ventures and 7 properties that are owned by an unconsolidated joint venture) that contain an aggregate of 14.0
million net rentable square feet. The results of the operations of Prentiss have been included in the Companys condensed consolidated financial statements since January 5, 2006.

Subsequent to its acquisition of Prentiss and the related sale of certain properties to Prudential, the Company sold nine of these acquired properties that contain an aggregate of 1.7 million net rentable square feet. Two additional properties acquired in the acquisition of Prentiss are classified as held for sale at June 30, 2006.

The Company funded the approximately $1.05 billion cash portion of the merger consideration, related transaction costs and prepayments of approximately $543.3 million in Prentiss mortgage debt at the closing of the merger through (i) a $750 million unsecured term loan that matures on January 4, 2007; (ii) approximately $676.5 million of cash from Prudentials acquisition of certain of the Prentiss properties; and (iii) approximately $195.0 million through borrowing under a revolving credit facility.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

The
  following table summarizes the fair value of the assets acquired and liabilities
  assumed at the date of acquisition (in thousands):



At January 5, 2006Real estate investmentsLand - operating

        

        $

        282,584Building and improvements

        

        

        1,942,728Tenant improvements

        

        

        120,610Construction in progress and land inventory

        

        

        57,329Total real estate investments acquired

        

        

        2,403,251Rent receivables

        

        

        6,031Other assets acquired:Intangible assets:In-place leases

        

        

        187,907Relationship values

        

        

        98,382Above-market leases

        

        

        26,352Total intangible assets acquired

        

        

        312,641Investment in real estate ventures

        

        

        66,921Investment in marketable securities

        

        

        193,089Other assets

        

        

        8,868Total other assets

        

        

        581,519Total assets acquired

        

        

        2,990,801Liabilities assumed:Mortgage notes payable

        

        

        532,607Unsecured notes

        

        

        264,726Security deposits and deferred rent

        

        

        6,475Other liabilities:Below-market leases

        

        

        78,911Other liabilities

        

        

        43,995Total other liabilities assumed

        

        

        122,906Total liabilities assumed

        

        

        926,714Minority interest

        

        

        40,555Net assets acquired

        

        $

        2,023,532


In the acquisition of Prentiss, each then outstanding Prentiss common share was converted into the right to receive 0.69 of a Brandywine common share and $21.50 in cash (the Per Share Merger Consideration) except that 497,884 Prentiss common shares held in the Prentiss Deferred Compensation Plan converted solely into 720,737 Brandywine common shares. In addition, each then outstanding unit (each, a Prentiss OP Unit) of limited Company interest in the Prentiss operating partnership subsidiary was, at the option of the holder, converted into Prentiss Common Shares with the right to receive the Per Share Merger Consideration or 1.3799 Class A Units of the Partnership (Brandywine Class A Units). Accordingly, based on 49,375,723 Prentiss common shares outstanding and 139,000 Prentiss OP Units electing to receive merger consideration at closing of the acquisition, the Company
issued 34,541,946 Brandywine common shares and paid an aggregate of approximately $1.05 billion in cash to the accounts of the former Prentiss shareholders. Based on 1,572,612 Prentiss OP Units outstanding at closing of the acquisition that did not elect to receive merger consideration, the Operating Company issued 2,170,047 Brandywine Class A Units. In addition, options issued by Prentiss that were exercisable for an aggregate of 342,662 Prentiss common shares were converted into options exercisable for an aggregate of 496,037 Brandywine common shares at a weighted average exercise price of $22.00 per share. Through the Companys acquisition of Prentiss we also assumed approximately $611.2 million in aggregate principal amount of Prentiss debt.

Each Brandywine Class A Unit that was issued in the merger is subject to redemption at the option of the holder.  The Operating Company may, at its option, satisfy the redemption either for an amount, per unit, of cash equal to the then market price of one Brandywine common share (based on the prior ten-day trading average) or for one Brandywine common share.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

For purposes of computing the total purchase price reflected in the financial statements, the common shares, operating units, restricted shares and options that were issued in the Prentiss transaction were valued based on the average trading price per Brandywine common share of $29.54. The average trading price was based on the average of the high and low trading prices for each of the two trading days before, the day of and the two trading days after the merger was announced (i.e., September 29, September 30, October 3, October 4 and October 5).

The Partnership considered the provisions of FIN 47 for these acquisitions and where necessary, recorded a conditional asset retirement obligation as part of the purchase price. The aggregate asset retirement recorded in connection with the Prentiss acquisition was approximately $2.7 million.

Pro forma information relating to the acquisition of Prentiss is presented below as if Prentiss was acquired and the related financing transactions occurred on January 1, 2005. These pro forma results are not necessarily indicative of the results which actually would have occurred if the acquisition had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods (in thousands, except per share amounts):



Three-month
          periodsended June 30,
      
      Six-month
          periodsended June 30,2006
      
      2005
      
      2006
      
      2005(unaudited)
      
      (unaudited)Pro
          forma revenue
      
      $
      170,971
      
      $
      170,949
      
      $
      337,731
      
      $
      341,272Pro
          forma loss from continuing operations
      
      
      (12,009
      )
      
      (160
      )
      
      (17,913
      )
      
      (858
      )Pro
          forma loss allocated to common partnership units
      
      
      (14,068
      )
      
      (2,298
      )
      
      (18,563
      )
      
      (4,994
      )Earnings
          per common partnership unit from continuing operationsBasic
           as reported
      
      $
      (0.15
      )
      $
      0.13
      
      $
      (0.23
      )
      $
      0.26Basic
           as pro forma
      
      $
      (0.15
      )
      $
      (0.02
      )
      $
      (0.23
      )
      $
      (0.05
      )Diluted
          - as reported
      
      $
      (0.15
      )
      $
      0.13
      
      $
      (0.24
      )
      $
      0.26Diluted
          - as pro forma
      
      $
      (0.15
      )
      $
      (0.02
      )
      $
      (0.23
      )
      $
      (0.03
      )Earnings
          per common partnership unitBasic
           as reported
      
      $
      (0.15
      )
      $
      0.12
      
      $
      (0.20
      )
      $
      0.26Basic
           as pro forma
      
      $
      (0.15
      )
      $
      (0.03
      )
      $
      (0.20
      )
      $
      (0.05
      )Diluted
          - as reported
      
      $
      (0.15
      )
      $
      0.12
      
      $
      (0.20
      )
      $
      0.26Diluted
          - as pro forma
      
      $
      (0.15
      )
      $
      (0.02
      )
      $
      (0.20
      )
      $
      (0.05
      )


During the six-month period ended June 30, 2006, the Partnership also acquired two office properties containing 238,107 net rentable square feet and 76.6 acres of developable land for an aggregate purchase price of $47.4 million. The Partnership sold two parcels of land containing 6.8 acres for an aggregate $4.9 million, realizing net gains totaling $2.6 million.

During the three-month period ended June 30, 2006, the Partnership acquired one office property containing 145,127 net rentable square feet for $24.0 million and 76.6 acres of developable land for an aggregate purchase price of $47.4 million. The Partnership sold two parcels of land containing 6.8 acres for an aggregate $4.9 million, realizing net gains totaling $2.6 million.

2005

During the six-month period ended June 30, 2005, the Partnership acquired one industrial property containing 385,884 net rentable square feet and 28.4 acres of developable land for an aggregate purchase price of $41.8 million.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

During the three-month period ended June 30, 2005,the Partnership acquired one industrial property containing 385,884 net rentable square feet and 21.5 acres of developable land for an aggregate purchase price of $30.3 million.

4.


      INVESTMENT IN UNCONSOLIDATED VENTURES


As of June 30, 2006, the Partnership had an aggregate investment of approximately $76.1 million in eleven unconsolidated Real Estate Ventures (net of returns of investment). The Partnership or Prentiss formed these ventures with unaffiliated third parties to develop office properties or to acquire land in anticipation of possible development of office properties. Nine of the Real Estate Ventures own 15 office buildings that contain an aggregate of approximately 2.7 million net rentable square feet, one Real Estate Venture developed a hotel property that contains 137 rooms and one Real Estate Venture is developing an office property located in Albemarle County, VA.

The Partnership also has investments in four real estate ventures that are variable interest entities under FIN No. 46R and of which the Partnership is the primary beneficiary.

The Partnership accounts for its non-consolidating interests in its Real Estate Ventures using the equity method. Non-consolidating ownership interests range from 6% to 50%, subject to specified priority allocations in certain of the Real Estate Ventures. The Partnerships investments, initially recorded at cost, are subsequently adjusted for the Partnerships share of the Real Estate Ventures income or loss and cash contributions and distributions.

The amounts reflected below (except for Partnership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 acquisition, had a negative equity balance on a historical cost basis as a result of historical depreciation and distribution of excess financing proceeds. The Partnership 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 Partnerships relative share of assets and liabilities with an adjustment to recognize equity in earnings for the appropriate additional depreciation/amortization).

The following is a summary of the financial position of the Real Estate Ventures as of June 30, 2006 and December 31, 2005 (in thousands):



June 30,2006

        


      December 31,2005Operating property, net of accumulated depreciation

        

        $

        355,511

        

        $

        286,601Other assets

        

        

        50,888

        

        

        32,267Liabilities

        

        

        25,691

        

        

        24,855Debt

        

        

        331,170

        

        

        205,018Equity

        

        

        49,538

        

        

        88,995Partnership's investment in real estate ventures

        

        

        76,113

        

        

        13,331


In addition to its $76.1 million investment in the eleven unconsolidated Real Estate Ventures, the Partnership also has an investment of $2.3 million in Prentiss Properties Capital Trust I and Prentiss Properties Capital Trust II that is accounted for using the cost method of accounting. This investment, which is included in investment in unconsolidated ventures at June 30, 2006, was acquired by the Company as part of the Prentiss acquisition on January 5, 2006.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

The following is a summary of results of operations of the Real Estate Ventures for the three- and six-month periods ended June 30, 2006 and 2005 (in thousands):



Three-month periodsended June 30,

        

        Six-month periodsended June 30,2006

        

        2005

        

        2006

        

        2005Revenue

        

        $

        32,391

        

        $

        21,018

        

        $

        52,115

        

        $

        32,138Operating expenses

        

        

        13,453

        

        

        12,520

        

        

        21,447

        

        

        17,450Interest expense, net

        

        

        8,190

        

        

        2,821

        

        

        13,184

        

        

        5,606Depreciation and amortization

        

        

        7,870

        

        

        2,224

        

        

        12,743

        

        

        4,442Net income

        

        

        2,878

        

        

        3,453

        

        

        4,741

        

        

        4,640Partnerships
          share of income (Partnership basis)

        

        

        463

        

        

        993

        

        

        1,428

        

        

        1,551


As of June 30, 2006, the Partnership had guaranteed repayment of approximately $0.6 million of loans for the Real Estate Ventures. The Partnership also provides customary environmental indemnities in connection with construction and permanent financing both for its own account and on behalf of the Real Estate Ventures.

5.


      INTANGIBLE ASSETS


As of June 30, 2006 and December 31, 2005, the Partnerships intangible assets were comprised of the following (in thousands):



June 30, 2006Total Cost

        


      AccumulatedAmortization

        


      DeferredCosts,
          netIn-place lease value

        

        $

        228,645

        

        $

        (37,683

        )

        $

        190,962Tenant relationship value

        

        

        132,051

        

        

        (12,891

        )

        

        119,160Above market leases acquired

        

        

        39,014

        

        

        (10,599

        )

        

        28,415Total

        

        $

        399,710

        

        $

        (61,173

        )

        $

        338,537




December 31, 2005Total Cost

        


      AccumulatedAmortization

        


      DeferredCosts,
          netIn-place lease value

        

        $

        47,965

        

        $

        (12,575

        )

        $

        35,390Tenant relationship value

        

        

        37,845

        

        

        (5,606

        )

        

        32,239Above market leases acquired

        

        

        14,404

        

        

        (3,936

        )

        

        10,468Total

        

        $

        100,214

        

        $

        (22,117

        )

        $

        78,097


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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

6.
        MORTGAGE NOTES PAYABLE


The following table sets forth information regarding the Partnerships mortgage indebtedness outstanding at June 30, 2006 and December 31, 2005 (in thousands):



Property
          / Location
      
      June
          30,2006
      
      December 31,2005
      
      EffectiveInterestRate
      
      
      
      MaturityDate111
          Arrandale Blvd
      
      $
      1,012
      
      $
      1,043
      
      8.65
      %
      
      
      Aug-06429
          Creamery Way
      
      
      2,842
      
      
      2,927
      
      8.30
      %
      
      
      Sep-06Interstate
          Center
      
      
      662
      
      
      766
      
      6.19
      %
      (b)
      
      Mar-07440
          & 442 Creamery Way
      
      
      5,503
      
      
      5,581
      
      8.55
      %
      
      
      Jul-07Norriton
          Office Center
      
      
      5,149
      
      
      5,191
      
      8.50
      %
      
      
      Oct-07481
          John Young Way
      
      
      2,328
      
      
      2,360
      
      8.40
      %
      
      
      Nov-07400
          Commerce Drive
      
      
      11,897
      
      
      11,989
      
      7.12
      %
      
      
      Jun-08Two
          Logan Square
      
      
      71,919
      
      
      72,468
      
      5.78
      %
      (a)
      
      Jul-09The
          Bluffs
      
      
      10,700
      
      
      
      
      6.00
      %
      (a)
      
      Jul-09Pacific
          Ridge
      
      
      14,500
      
      
      
      
      6.00
      %
      (a)
      
      Aug-09Pacific
          View/Camino
      
      
      26,000
      
      
      
      
      6.00
      %
      (a)
      
      Aug-09Computer
          Associates Building
      
      
      31,000
      
      
      
      
      6.00
      %
      (a)
      
      Aug-09200
          Commerce Drive
      
      
      5,876
      
      
      5,911
      
      7.12
      %
      (a)
      
      Jan-10Presidents
          Plaza
      
      
      30,900
      
      
      
      
      6.00
      %
      
      
      May-101333
          Broadway
      
      
      24,752
      
      
      
      
      5.18
      %
      
      
      May-10The
          Ordway
      
      
      46,524
      
      
      
      
      7.95
      %
      
      
      Aug-10World
          Savings Center
      
      
      27,701
      
      
      
      
      7.91
      %
      
      
      Nov-10Plymouth
          Meeting Exec.
      
      
      44,401
      
      
      44,687
      
      7.00
      %
      (a)
      
      Dec-10Four
          Tower Bridge
      
      
      10,695
      
      
      10,763
      
      6.62
      %
      
      
      Feb-11Arboretum
          I, II, III & V
      
      
      22,999
      
      
      23,238
      
      7.59
      %
      
      
      Jul-11Midlantic
          Drive/Lenox Drive/DCC I
      
      
      63,199
      
      
      63,803
      
      8.05
      %
      
      
      Oct-11Research
          Office Center
      
      
      42,526
      
      
      
      
      7.64
      %
      (a)
      
      Oct-11Concord
          Airport Plaza
      
      
      38,878
      
      
      
      
      7.20
      %
      (a)
      
      Jan-12Six
          Tower Bridge
      
      
      14,916
      
      
      15,083
      
      7.79
      %
      
      
      Aug-12Newtown
          Square/Berwyn Park/Libertyview
      
      
      63,894
      
      
      64,429
      
      7.25
      %
      
      
      May-13Southpoint
          III
      
      
      5,194
      
      
      5,431
      
      7.75
      %
      
      
      Apr-14Tysons
          Corner
      
      
      100,000
      
      
      
      
      4.84
      %
      (a)
      
      Aug-15Grande
          A
      
      
      60,116
      
      
      61,092
      
      7.48
      %
      
      
      Jul-27Grande
          A
      
      
      
      
      
      11,456
      
      7.91
      %
      (a)
      
      Jul-27Grande
          A
      
      
      
      
      
      1,551
      
      8.08
      %
      (a)
      
      Jul-27Grande
          B
      
      
      78,291
      
      
      79,036
      
      7.48
      %
      
      
      Jul-27Coppell
          Associates
      
      
      16,600
      
      
      
      
      5.75
      %
      
      
      Mar-16Coppell
          Associates
      
      
      3,845
      
      
      
      
      6.89
      %
      
      
      Dec-13Principal
          balance outstanding
      
      
      884,819
      
      
      488,805Plus:
          unamortized fixed-rate debt premiums
      
      
      16,245
      
      
      5,972Total
          mortgage indebtedness
      
      $
      901,064
      
      $
      494,777


|
|
|
|

The mortgage note payable balance of $13,500 for Corporate Lakes III, not included in the table above, is included in Mortgage notes payable and other liabilities held for sale on the balance sheet.

During the three-month periods ended June 30, 2006 and 2005, the Partnerships weighted-average interest rate on its mortgage notes payable was 6.1% and 7.1%, respectively.

7.


      UNSECURED NOTES


On March 28, 2006, the Partnership consummated the public offering of (1) $300,000,000 aggregate principal amount of its unsecured floating rate notes due 2009 (the 2009 Notes), (2) $300,000,000 aggregate principal amount of its 5.75% notes due 2012  (the 2012 Notes) and (3) $250,000,000 aggregate principal amount of its 6.00% notes due 2016 (the 2016 Notes). The Partnership guaranteed the payment of principal and interest on the 2009 Notes, the 2012 Notes and the 2016 Notes.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

The following table sets forth information regarding the Partnerships unsecured notes outstanding (in thousands):



Year
          of Maturity
      
      June
          30,2006
      
      December
          31,2005
      
      Maturity
      
      StatedInterest Rate
      
      
      EffectiveInterest Rate2008
      
      
      113,000
      
      
      113,000
      
      Dec-08
      
      4.34
      %(a)
      
      4.34
      %2009
      
      
      300,000
      
      
      
      
      Apr-09
      
      Libor
          + 0.45
      %(a)
      
      5.60
      %2009
      
      
      275,000
      
      
      275,000
      
      Nov-09
      
      4.50
      %(a)
      
      4.62
      %2010
      
      
      300,000
      
      
      300,000
      
      Dec-10
      
      5.625
      %(a)
      
      5.61
      %2012
      
      
      300,000
      
      
      
      
      Apr-12
      
      5.75
      %(a)
      
      5.77
      %2014
      
      
      250,000
      
      
      250,000
      
      Nov-14
      
      5.40
      %(a)
      
      5.53
      %2016
      
      
      250,000
      
      
      
      
      Apr-16
      
      6.00
      %(a)
      
      5.95
      %2035
      
      
      27,062
      
      
      
      
      Mar-35
      
      Libor
          + 1.25
      %(b)
      
      6.40
      %2035
      
      
      25,774
      
      
      
      
      Apr-35
      
      Libor
          + 1.25
      %(b)
      
      6.40
      %2035
      
      
      25,774
      
      
      
      
      Jul-35
      
      Libor
          + 1.25
      %(b)
      
      6.40
      %Total
          face amount
      
      $
      1,866,610
      
      $
      938,000Less:
          unamortized discounts
      
      
      (3,548
      )
      
      (1,393
      )Total
          unsecured notes
      
      $
      1,863,062
      
      $
      936,607


---

| | (a) | Rates include the effect of amortization related to discounts and costs related to settlement of treasury lock agreements.
| | --- | --------------------------------------------------------------------------------------------------------------------------

| | (b) | Loans were assumed as part of the acquisition of Prentiss. Interest rates presented above reflect the market rate at time of acquisition.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

The indenture relating to the $300 million 2009, $275 million 2009, $300 million 2010, $300 million 2012, $250 million 2014 and $250 million 2016 unsecured notes contains various financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40%, (3) a debt service coverage ratio of greater than 1.5 to 1.0, and (4) an unencumbered asset value of not less than 150% of unsecured debt. In addition, the note purchase agreement relating to the 2008 unsecured notes contains covenants that are similar to the above covenants.

8.


      SECURED NOTE PAYABLE


As the result of a voluntary defeasance that was completed in the fourth quarter of 2005 by Prentiss, the Company has a secured note payable with a maturity date of February 2007. As of June 30, 2006, the outstanding balance on the secured note payable is $183.2 million. On October 7, 2005, Prentiss exercised the right to complete a voluntary defeasance of its $180.1 million PPREFI portfolio loan collateralized by certain properties acquired by the Company. Pursuant to the defeasance, Prentiss transferred the mortgage loan to an unrelated successor entity along with the proceeds necessary to acquire U.S. Treasury Securities sufficient to cover debt service including both interest and principal payments from the defeasance date through maturity of the loan. The U.S. Treasury Securities are included in investment in marketable securities on the balance sheet. The loan may be repaid at par beginning in November
2006. Management  intends to elect to prepay the loan at par when allowed to do so, at which point it expects to receive a portion of the proceeds of the sales of the securities in excess of the loan balance.

9.


      UNSECURED CREDIT FACILITY


The
  Partnership utilizes credit facility borrowings for general business purposes,
  including the acquisition, development and redevelopment of properties and the
  repayment of other debt. In December 2005, the Partnership replaced its then
  existing credit facility with a $600.0 million unsecured credit facility (the
  Credit Facility) that matures in December 2009, subject to a one-year
  extension option. Borrowings under the Credit Facility generally bear interest
  at LIBOR plus a spread over LIBOR ranging from 0.55% to 1.10% based on the Partnerships
  unsecured senior debt rating. The Partnership has the option to increase the
  Credit Facility to $800.0 million subject to theabsence
  of any defaults and the Partnerships ability to acquire additional commitments
  from its existing lenders or new lenders. As of June 30, 2006, the Partnership
  had $195.0 million of borrowings and $23.4 million of letters of credit outstanding
  under the Credit Facility, leaving $381.6 million of unused availability. For
  the six-month periods ended June 30, 2006 and 2005, the weighted-average interest
  rate on the Partnerships unsecured credit facilities, including the effect
  of interest rate hedges, was 5.48% during 2006 and 4.06% during 2005.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June
  30, 2006

The Credit Facility requires the maintenance of certain ratios related to minimum net worth, debt-to-total capitalization and fixed charge coverage and various non-financial covenants.

10.


      RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS


Risk Management

In the normal course of its on-going business operations, the Partnership encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Partnership is subject to interest rate risk on its interest-bearing liabilities. Credit risk is the risk of inability or unwillingness of tenants to make contractually required payments. Market risk is the risk of declines in the value of properties due to changes in rental rates, interest rates or other market factors affecting the valuation of properties held by the Partnership.

Use of Derivative Financial Instruments

The Partnerships use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Partnerships operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Partnership and its affiliates may also have other financial relationships. The Partnership is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Partnership does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Partnership does not hedge credit or property
value market risks.

The Partnership formally assesses, both at inception of the hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Partnership will discontinue hedge accounting prospectively.

Concentration of Credit Risk

Concentrations of credit risk arise when a number of tenants related to the Partnerships investments or rental operations are engaged in similar business activities, or are located in the same geographic region, or have similar economic features that would cause their inability to meet contractual obligations, including those to the Partnership, to be similarly affected. The Partnership regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk. No tenant accounted for 5% or more of the Partnerships rents during the three- and six-month periods ended June 30, 2006 or 2005.



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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

11.DISCONTINUED OPERATIONS

For the three- and six-month periods ended June 30, 2006, income from discontinued operations relates to nine properties that the Partnership sold during 2006 and two properties designated as held-for-sale as of June 30, 2006. These properties were acquired by the Partnership as part of its acquisition of Prentiss. The following table summarizes the balance sheet information for the two properties identified as held for sale at June 30, 2006 (in thousands):



Real Estate Investments:Operating Properties

        

        $

        74,564Construction-in-progress

        

        

        213Accumulated depreciation

        

        

        (2,238

        )72,539Other assets

        

        

        13,589Total Assets Held for Sale

        

        $

        86,128Mortgage note payable and other liabilities

        

        $

        15,411


The following table summarizes the revenue and expense information for properties classified as discontinued operations for the three- and six-month periods ended June 30, 2006 (in thousands):



Three-month
          periodended June 30, 2006


      


      Six-month
          periodended June 30, 2006Revenue:Rents

        

        $

        2,418

        

        $

        9,115Tenant reimbursements

        

        

        487

        

        

        1,698Other

        

        

        15

        

        

        221Total revenue

        

        

        2,920

        

        

        11,034Expenses:Property operating expenses

        

        

        1,151

        

        

        3,343Real estate taxes

        

        

        404

        

        

        1,552Depreciation & amortization

        

        

        1,052

        

        

        2,056Total operating expenses

        

        

        2,607

        

        

        6,951Operating income

        

        

        313

        

        

        4,083Interest income

        

        

        12

        

        

        12Interest expense

        

        

        (191

        )

        

        (367

        )Income from discontinued operations before gain on sale of interests in real estate and minority interest

        

        

        134

        

        

        3,728Minority interest - partners share of consolidated real estate venture

        

        

        (195

        )

        

        (382

        )Income (loss) from discontinued operations

        

        $

        (61

        )

        $

        3,346


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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

For
  the three- and six-month periods ended June 30, 2005, income from discontinued
  operations relates to one property that the Partnership sold during 2005. The
  following table summarizes the revenue and expense information for the property
  classified as discontinued operations for the three- and six-month periods ended
  June 30, 2005 (in thousands):



Three-month periodended June 30, 2005


      


      Six-month
          periodended June 30, 2005Revenue:Rents

        

        $

        132

        

        $

        132Tenant reimbursements

        

        

        41

        

        

        41Other

        

        

        6

        

        

        6Total revenue

        

        

        179

        

        

        179Expenses:Property operating expenses

        

        

        106

        

        

        106Real estate taxes

        

        

        85

        

        

        85Depreciation & amortization

        

        

        128

        

        

        128Total operating expenses

        

        

        319

        

        

        319Operating income

        

        

        (140

        )

        

        (140

        )Interest income

        

        

        

        

        

        Interest expense

        

        

        

        

        

        Income from discontinued operations before gain onsale of interests in real estate and minority interest

        

        

        (140

        )

        

        (140

        )Loss from discontinued operations

        

        $

        (140

        )

        $

        (140

        )


Discontinued operations have not been segregated in the consolidated statements of cash flows. Therefore, amounts for certain captions will not agree with respective data in the consolidated statements of operations.

12.PARTNERS EQUITY

On June 15, 2006, the Operating Partnership declared a $0.44 per unit cash distribution to holders of Class A Units totaling $1.8 million.

On June 15, 2006, the Partnership declared a distribution of $0.44 on per Common Partnership Unit totaling $39.8 million, paid on July 17, 2006 to shareholders of record as of July 6, 2006. On June 15, 2006, the Partnership declared distributions on its Series D Preferred Mirror Units and Series E Preferred Mirror Units to holders of record as of June 30, 2006. These units are entitled to a preferential return of 7.50% and 7.375%, respectively. Distributions paid on July 17, 2006 to holders of Series D Preferred Mirror Units and Series E Preferred Mirror Units totaled $0.9 million and $1.1 million, respectively.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

13.EARNINGS PER COMMON PARTNERSHIP UNIT

The following table details the number of units and net income used to calculate basic and diluted earnings per unit (in thousands, except unit and per unit amounts; results may not add due to rounding):



Three-month periods ended June 30,2006

        

        2005Basic

        

        Diluted

        

        Basic

        

        DilutedIncome (loss) from continuing operations


      


      $


      (12,009


      )


      $


      (12,009


      )


      $


      9,325


      


      $


      9,325Income (loss) from discontinued operations

        

        

        (61

        )

        

        (61

        )

        

        (140

        )

        

        (140

        )Income allocated to Preferred Units

        

        

        (1,998

        )

        

        (1,998

        )

        

        (1,998

        )

        

        (1,998

        )Net income available to common partnership unitholders

        

        $

        (14,068

        )

        $

        (14,068

        )

        $

        7,187

        

        $

        7,187Weighted-average common partnership units outstanding

        

        

        94,653,573

        

        

        94,653,573

        

        

        57,734,627

        

        

        57,734,627Options

        

        

        

        

        

        275,782

        

        

        

        

        

        162,571Total weighted-average units outstanding

        

        

        94,653,573

        

        

        94,929,355

        

        

        57,734,627

        

        

        57,897,198Earnings per Common Partnership Unit:Continuing operations

        

        $

        (0.15

        )

        $

        (0.15

        )

        $

        0.13

        

        $

        0.13Discontinued operations

        

        

        

        

        

        

        

        

        

        

        

        $

        (0.15

        )

        $

        (0.15

        )

        $

        0.12

        

        $

        0.12




Six-month
          periods ended June 30,2006
      
      2005Basic
      
      Diluted
      
      Basic
      
      DilutedIncome
          (loss) from continuing operations
      
      $
      (18,278
      )
      $
      (18,278
      )
      $
      19,016
      
      $
      19,016Income
          (loss) from discontinued operations
      
      
      3,346
      
      
      3,346
      
      
      (140
      )
      
      (140
      )Income
          allocated to Preferred Units
      
      
      (3,996
      )
      
      (3,996
      )
      
      (3,996
      )
      
      (3,996
      )Net
          income available to common partnership unitholders
      
      $
      (18,928
      )
      $
      (18,928
      )
      $
      14,880
      
      $
      14,880Weighted-average
          common partnership units outstanding
      
      
      93,989,891
      
      
      93,989,891
      
      
      57,619,382
      
      
      57,619,382Options
      
      
      
      
      
      279,326
      
      
      
      
      
      223,686Total
          weighted-average units outstanding
      
      
      93,989,891
      
      
      94,269,217
      
      
      57,619,382
      
      
      57,843,068Earnings
          per Common Partnership Unit:Continuing
          operations
      
      $
      (0.24
      )
      $
      (0.24
      )
      $
      0.26
      
      $
      0.26Discontinued
          operations
      
      
      0.04
      
      
      0.04
      
      
      
      
      
      $
      (0.20
      )
      $
      (0.20
      )
      $
      0.26
      
      $
      0.26


14.SEGMENT INFORMATION

The Partnership currently manages its portfolio within nine segments: (1) PennsylvaniaWest, (2) PennsylvaniaNorth, (3) New Jersey, (4) Urban, (5) Virginia, (6) CaliforniaNorth, (7) CaliforniaSouth, (8) Mid-Atlantic and (9) Southwest. The PennsylvaniaWest segment includes properties in Chester, Delaware and Montgomery counties in the Philadelphia suburbs of Pennsylvania. The PennsylvaniaNorth segment includes properties north of Philadelphia in Berks, Bucks, Cumberland, Dauphin, Lehigh and Montgomery counties. The New Jersey segment includes properties in counties in the southern part of New Jersey including Burlington, Camden and Mercer counties and in Bucks County, Pennsylvania. The Urban segment includes properties in the City of Philadelphia, Pennsylvania and the state of Delaware. The Virginia segment includes properties primarily in Albemarle, Chesterfield and Henrico
counties, the City of Richmond and Durham, North Carolina. The CaliforniaNorth segment includes properties in the City of Oakland and Concord. The CaliforniaSouth segment includes properties in the City of Carlsbad and San Diego. The Mid-Atlantic segment includes properties in Northern Virginia and the City of Bethesda and Rockville, Maryland. The Southwest segment includes properties in Dallas and Travis counties of Texas. Corporate is responsible for cash and investment management, development of certain real estate properties during the construction period, and certain other general support functions.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Segment information as of and for the three-month periods ended June 30, 2006 and 2005 is as follows (in thousands):



Pennsylvania
          West

        


      Pennsylvania
          North

        

        New Jersey

        

        Urban

        

        Virginia

        


      California
          North

        


      California
          South

        

        Mid-Atlantic

        

        Southwest

        

        Corporate

        

        TotalAs of June 30, 2006:Real estate investments, at cost:Operating properties

        

        $

        898,696

        

        $

        570,363

        

        $

        593,132

        

        $

        357,958

        

        $

        244,534

        

        $

        392,632

        

        $

        95,605

        

        $

        1,053,522

        

        $

        482,118

        

        $

        

        

        $

        4,688,560Construction-in-progress

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        327,975

        

        

        327,975Land held for development

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        124,787

        

        

        124,787As of December 31, 2005:Real estate investments, at cost:Operating properties

        

        $

        867,089

        

        $

        558,803

        

        $

        562,832

        

        $

        351,407

        

        $

        219,930

        

        $

        

        

        $

        

        

        $

        

        

        $

        

        

        $

        

        

        $

        2,560,061Construction-in-progress

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        273,240

        

        

        273,240Land held for development

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        98,518

        

        

        98,518For the three-months ended June 30, 2006:Total revenue

        

        $

        29,921

        

        $

        19,075

        

        $

        24,390

        

        $

        21,367

        

        $

        8,109

        

        $

        14,735

        

        $

        2,911

        

        $

        26,525

        

        $

        20,555

        

        $

        3,383

        

        $

        170,971Property operating expenses and real estate taxes

        

        

        9,376

        

        

        10,252

        

        

        10,246

        

        

        8,153

        

        

        3,125

        

        

        5,573

        

        

        889

        

        

        8,268

        

        

        9,795

        

        

        (31

        )

        

        65,646Net operating income

        

        $

        20,545

        

        $

        8,823

        

        $

        14,144

        

        $

        13,214

        

        $

        4,984

        

        $

        9,162

        

        $

        2,022

        

        $

        18,257

        

        $

        10,760

        

        $

        3,414

        

        $

        105,325For the three-months ended June 30, 2005:Total revenue

        

        $

        27,059

        

        $

        19,013

        

        $

        24,623

        

        $

        16,467

        

        $

        7,111

        

        $

        

        

        $

        

        

        $

        

        

        $

        

        

        $

        1,194

        

        $

        95,467Property operating expenses and real estate taxes

        

        

        9,922

        

        

        8,444

        

        

        9,539

        

        

        6,527

        

        

        2,861

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        37,293Net operating income

        

        $

        17,137

        

        $

        10,569

        

        $

        15,084

        

        $

        9,940

        

        $

        4,250

        

        $

        

        

        $

        

        

        $

        

        

        $

        

        

        $

        1,194

        

        $

        58,174




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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Segment information as of and for the six-month periods ended June 30, 2006 and 2005 is as follows (in thousands):



Pennsylvania
          West

        


      Pennsylvania
          North

        

        New Jersey

        

        Urban

        

        Virginia

        


      California
          North

        


      California
          South

        

        Mid-Atlantic

        

        Southwest

        

        Corporate

        

        TotalFor the six-months ended June 30, 2006:Total revenue

        

        $

        58,643

        

        $

        38,360

        

        $

        49,172

        

        $

        40,640

        

        $

        15,501

        

        $

        28,244

        

        $

        5,558

        

        $

        52,391

        

        $

        39,402

        

        $

        6,416

        

        $

        334,327Property operating expenses and real estate taxes

        

        

        19,551

        

        

        20,847

        

        

        20,878

        

        

        16,819

        

        

        6,023

        

        

        10,448

        

        

        1,529

        

        

        15,837

        

        

        18,719

        

        

        (266

        )

        

        130,385Net operating income

        

        $

        39,092

        

        $

        17,513

        

        $

        28,294

        

        $

        23,821

        

        $

        9,478

        

        $

        17,796

        

        $

        4,029

        

        $

        36,554

        

        $

        20,683

        

        $

        6,682

        

        $

        203,942For the six-months ended June 30, 2005:Total revenue

        

        $

        57,175

        

        $

        38,475

        

        $

        49,882

        

        $

        32,427

        

        $

        14,317

        

        $

        

        

        $

        

        

        $

        

        

        $

        

        

        $

        2,517

        

        $

        194,793Property operating expenses and real estate taxes

        

        

        20,204

        

        

        17,622

        

        

        20,212

        

        

        13,065

        

        

        5,726

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        76,829Net operating income

        

        $

        36,971

        

        $

        20,853

        

        $

        29,670

        

        $

        19,362

        

        $

        8,591

        

        $

        

        

        $

        

        

        $

        

        

        $

        

        

        $

        2,517

        

        $

        117,964




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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Net operating income is defined as total revenue less property operating expenses and real estate taxes. Below is a reconciliation of consolidated net operating income to net income (in thousands):



Three-month periodsended June 30,


      

        Six-month periodsended June 30,2006

        

        2005

        

        2006

        

        2005Consolidated net operating income (loss)


      


      $


      105,325


      


      $


      58,174


      


      $


      203,942


      


      $


      117,964Less:Interest income

        

        

        2,573

        

        

        284

        

        

        5,223

        

        

        662Interest expense

        

        

        (42,500

        )

        

        (17,807

        )

        

        (83,467

        )

        

        (35,604

        )Depreciation and amortization

        

        

        (72,838

        )

        

        (27,820

        )

        

        (132,168

        )

        

        (56,255

        )Administrative expenses

        

        

        (7,724

        )

        

        (4,378

        )

        

        (16,214

        )

        

        (9,130

        )Minority interest - partners share of consolidatedreal estate ventures

        

        

        84

        

        

        (121

        )

        

        370

        

        

        (172

        )Plus:Equity in income of real estate ventures

        

        

        463

        

        

        993

        

        

        1,428

        

        

        1,551Net gain on sales of interests in real estate

        

        

        2,608

        

        

        

        

        

        2,608

        

        

        Income (loss) from continuing operations

        

        

        (12,009

        )

        

        9,325

        

        

        (18,278

        )

        

        19,016Income (loss) from discontinued operations

        

        

        (61

        )

        

        (140

        )

        

        3,346

        

        

        (140

        )Net income (loss)

        

        $

        (12,070

        )

        $

        9,185

        

        $

        (14,932

        )

        $

        18,876


15.COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Partnership is involved from time to time in litigation on various matters, including disputes with tenants and disputes arising out of agreements to purchase or sell properties. Given the nature of the Partnerships business activities, these lawsuits are considered routine to the conduct of its business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. The Partnership does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Partnership.

There have been lawsuits against owners and managers of multifamily and office properties asserting claims of personal injury and property damage caused by the presence of mold in residential units or office space. The Partnership has been named as a defendant in two lawsuits in the State of New Jersey that allege personal injury as a result of the presence of mold. In 2005, one lawsuit was dismissed by way of summary judgment with prejudice. Unspecified damages are sought on the remaining lawsuit. The Partnership has referred this lawsuit to its environmental insurance carrier and, as of the date of this Form 10-Q, the insurance carrier is tendering a defense to this claim.

Environmental

As an owner of real estate, the Partnership is subject to various environmental laws of federal, state, and local governments. The Partnerships compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and the Partnership does not believe it will have a material adverse effect in the future. However, the Partnership cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current Properties or on properties that the Partnership may acquire.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

Related Party Transaction

The Partnership holds a fifty percent economic interest in an approximately 141,724 square foot office building located at 101 Paragon Drive, Montvale, New Jersey. The remaining fifty percent interest is held by Donald E. Axinn, one of the Partnerships Trustees. Although the Partnership and Mr. Axinn have each committed to provide one half of the $11.0 million necessary to repay the mortgage loan secured by this property, in February 2006, an unaffiliated third party entered into an agreement to purchase this property for $18.3 million. Closing is scheduled for the third quarter of 2006 and is subject to standard closing conditions.

Ground Rent

Future minimum rental payments under the terms of all non-cancelable ground leases under which the Partnership is the lessee are expensed on a straight-line basis regardless of when payments are due.

Other Commitments or Contingencies

As part of  the Partnerships September 2004 acquisition of a portfolio of 14 properties (the TRC Acquisition), the Partnership agreed to issue to the sellers up to a maximum of $9.7 million of Class A Units of the Operating Partnership if certain of the acquired properties achieve at least 95% occupancy prior to September 21, 2007. At June 30, 2006, the maximum amount payable under this arrangement was $3.3 million.

As part of the TRC acquisition, the Partnership acquired an interest in Two Logan Square, a 696,477 square foot office building in Philadelphia, Pennsylvania, primarily through a second and third mortgage secured by this property pursuant to which the Partnership receives substantially all cash flows from the property. The Partnership currently does not expect to take title to Two Logan Square until, at the earliest, September 2019. In the event that the Partnership takes title to Two Logan Square upon a foreclosure of its mortgages, the Partnership has agreed to make a payment to an unaffiliated third party with a residual interest as a fee owner of this property. The amount of the payment would be $0.6 million if the Partnership must pay a state and local transfer tax upon taking title, or $2.9 million if no transfer tax is payable upon the transfer.

As part of the Prentiss acquisition, TRC acquisition and several of our other acquisitions, the Partnership has agreed not to sell certain of the acquired properties. In the case of TRC, the Partnership agreed not to sell certain of the acquired properties for periods ranging from three to 15 years from the acquisition date as follows: 201 Radnor Financial Center, 555 Radnor Financial Center and 300 Delaware Avenue (three years); One Rodney Square and 130/150/170 Radnor Financial Center (10 years); and One Logan Square, Two Logan Square and Radnor Corporate Center (15 years). In the case of the Prentiss acquisition, we assumed the obligation of Prentiss not to sell Concord Airport Plaza before March 2018 and 6600 Rockledge before July 2008. The Partnership also owns 14 other properties that aggregate 1.0 million square feet and has agreed not to sell these properties for periods that expire through 2008. These
agreements generally provide that we may dispose of the subject Properties only in transactions that qualify as tax-free exchanges under Section 1031 of the Code or in other tax deferred transactions. In the event that the Partnership sells any of the properties within the applicable restricted period in non-exempt transactions, the Partnership has agreed to pay significant tax liabilities that would be incurred by the parties who sold the applicable property.

The Partnership invests in its Properties and regularly incurs capital expenditures in the ordinary course of business to maintain the Properties. The Partnership believes that such expenditures enhance the competitiveness of the Properties. The Partnership also enters into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts include terms that provide for cancellation with insignificant or no cancellation penalties.

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BRANDYWINE OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

16.SHARE REPURCHASE PROGRAM

The Company repurchased 1,180,200 shares during the six month period ending June 30, 2006 for an aggregate consideration of $34.5 million under its share repurchase program. As of June 30, 2006, the Company may purchase an additional 2,319,800 shares under the plan. Repurchases may be made from time to time in the open market or in privately negotiated transactions, subject to market conditions and compliance with legal requirements. The share repurchase program does not contain any time limitation and does not obligate the Company to repurchase any shares. The Company may discontinue the program at any time.

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Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Quarterly Report on Form 10-Q and other materials filed by us with the SEC (as well as information included in oral or other written statements made by us) contain statements that are forward-looking, including statements relating to business and real estate development activities, acquisitions, dispositions, future capital expenditures, financing sources, governmental regulation (including environmental regulation) and competition. The words anticipate, believe, estimate, expect, intend, will, should and similar expressions, as they relate to us, are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based on
reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve important risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by us or on our behalf. Factors that could cause actual results to differ materially from our expectations include, but are not limited to, changes in general economic conditions, changes in local real estate conditions (including changes in rental rates and the number of competing properties), changes in the economic conditions affecting industries in which our principal tenants compete, our failure to lease unoccupied space in accordance with our projections, our failure to re-lease occupied space upon expiration of leases, the bankruptcy of major tenants, changes in prevailing interest rates, the unavailability of
equity and debt financing, unanticipated costs associated with the acquisition and integration of our acquisitions, unanticipated costs to complete and lease-up pending developments, impairment charges, increased costs for, or lack of availability of, adequate insurance, including for terrorist acts, demand for tenant services beyond those traditionally provided by landlords, potential liability under environmental or other laws, earthquakes and other natural disasters, the existence of complex regulations relating to our status as a REIT and to our acquisition, disposition and development activities, the adverse consequences of our failure to qualify as a REIT, the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results and the other risks identified in the Risk Factors section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2005. Given these uncertainties, we caution
readers not to place undue reliance on forward-looking statements. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

OVERVIEW

As of June 30, 2006, we managed our portfolio within nine geographic segments: (1) PennsylvaniaWest, (2) PennsylvaniaNorth, (3) New Jersey, (4) Urban, (5) Virginia, (6) CaliforniaNorth, (7) CaliforniaSouth, (8) Mid-Atlantic and (9) Southwest. We believe we have established an effective platform in these office and industrial markets for maximizing market penetration, optimizing operating economies of scale and creating long-term investment value.

Subsequent to our acquisition of Prentiss and the related sale of certain of Prentisss properties to Prudential, we sold nine additional properties that contain an aggregate of 1.7 million net rentable square feet.

As of June 30, 2006, our portfolio consisted of 278 office properties, 23 industrial facilities and one mixed-use property that contain an aggregate of approximately 30.3 million net rentable square feet. We held economic interests in eleven unconsolidated real estate ventures that contain approximately 2.7 million net rentable square feet (the Real Estate Ventures) formed with third parties to develop or own commercial properties. In addition, as of June 30, 2006 we owned interests in four consolidated real estate ventures that own 16 office properties containing approximately 1.6 million net rentable square feet.

We receive income primarily from rental revenue (including tenant reimbursements) from our properties and, to a lesser extent, from the management of properties owned by third parties and from investments in the Real Estate Ventures.

Our financial performance is dependent upon the demand for office, industrial and other commercial space in our markets and upon prevailing interest rates.

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We continue to seek revenue growth through an increase in occupancy of our portfolio and our investment strategies. Our occupancy was 91.6% at June 30, 2006, or 90.5% including four lease-up properties that we acquired in our September 2004 acquisition of a portfolio of 14 properties (the TRC Properties or the TRC acquisition).

The Prentiss acquisition and the TRC acquisition, and to a lesser extent, other property acquisitions have already or will materially impact our operations. Accordingly, the reported historical financial information for periods prior to these transactions is not believed to be fully indicative of our future operating results or financial condition.

Through our January 2006 acquisition of Prentiss, we acquired interests in properties that contain an aggregate of 14.0 million net rentable square feet. Through this acquisition, we also entered into new markets, including markets in California, Northern Virginia, Maryland, and Texas.

As we seek to increase revenue through our operating activities, our management also focuses on strategies to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.

Tenant Rollover Risk:

We are subject to the risk that tenant leases, upon expiration, are not renewed, that space may not be relet, or that the terms of renewal or reletting (including the cost of renovations) may be less favorable to us than the current lease terms. Leases accounting for approximately 5.1% of our aggregate annualized base rents as of June 30, 2006 (representing approximately 5.1% of the net rentable square feet of the Properties) expire without penalty through the end of 2006. We maintain an active dialogue with our tenants in an effort to achieve a high level of lease renewals. Our retention rate for leases that were scheduled to expire in the six-month period ended June 30, 2006 was 83.0%. If we were unable to renew leases for a substantial portion of the space under expiring leases, or to promptly relet this space, at anticipated rental rates, our cash flow would be adversely impacted.

Tenant Credit Risk:

In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment. Our management regularly evaluates our accounts receivable reserve policy in light of its tenant base and general and local economic conditions. The accounts receivable allowances were $7.8 million or 8.8% of total receivables (including accrued rent receivable) as of June 30, 2006 compared to $4.9 million or 7.6% of total receivables (including accrued rent receivable) as of December 31, 2005.

Development Risk:

As of June 30, 2006, we had in development or redevelopment ten sites aggregating approximately 2.1 million square feet.  We estimate the total cost of these projects to be $510.7 million and we had incurred $267.3 million of these costs as of June 30, 2006. We are actively marketing space at these projects to prospective tenants but can provide no assurance as to the timing or terms of any leases of space at these projects. As of June 30, 2006, we owned approximately 369 acres of undeveloped land. Risks associated with development of this land include construction cost increases or overruns and construction delays, insufficient occupancy rates, building moratoriums and inability to obtain zoning, land-use, building, occupancy and other required governmental approvals.

ACQUISITIONS AND DISPOSITIONS OF REAL ESTATE INVESTMENTS

On January 5, 2006, we acquired Prentiss under an Agreement and Plan of Merger that we entered into with Prentiss on October 3, 2005. In conjunction with our acquisition of Prentiss, designees of The Prudential Insurance Company of America (Prudential) acquired certain Prentiss properties that contain an aggregate of approximately 4.32 million net rentable square feet for total consideration of approximately $747.7 million. Through our acquisition of Prentiss (and after giving effect to the Prudential acquisition of certain Prentiss properties), we acquired a portfolio of 79 office properties (including 13 properties that are owned by consolidated real estate ventures and seven properties that are owned by unconsolidated real estate ventures) that contain an aggregate of 14.0 million net rentable square feet.

Subsequent to our acquisition of Prentiss and the related sale of properties to Prudential, through June 30, 2006, we sold nine additional properties acquired from Prentiss that contain an aggregate of 1.7 million net rentable square feet.

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In our acquisition of Prentiss, each then outstanding Prentiss common share was converted into the right to receive 0.69 of a Brandywine common share and $21.50 in cash except that 497,884 Prentiss common shares held in the Prentiss Deferred Compensation Plan converted solely into 720,737 Brandywine common shares. In addition, each then outstanding unit of limited Company interest in Prentisss operating Company subsidiary was, at the option of the holder, converted into Prentiss Common Shares with the right to receive the per share merger consideration or 1.3799 Class A Units of our Operating Company. Accordingly, based on 49,375,723 Prentiss common shares outstanding and 139,000 Prentiss OP Units electing to receive merger consideration at closing of the acquisition, we issued 34,541,946 Brandywine common shares and paid an aggregate of approximately $1.05 billion in cash for the accounts of the former
Prentiss shareholders. Based on 1,572,612 Prentiss OP Units outstanding at closing of the acquisition, we issued 2,170,047 Brandywine Class A Units. In addition, options issued by Prentiss that were exercisable for an aggregate of 342,662 Prentiss common shares were converted into options exercisable for an aggregate of 496,037 Brandywine common shares at a weighted average exercise price of $22.00 per share. Through our acquisition of Prentiss we assumed approximately $611.2 million in aggregate principal amount of Prentiss debt.

Each Brandywine Class A Unit that we issued in the merger is subject to redemption at the option of the holder. At our option, we may satisfy the redemption either for an amount, per unit, of cash equal to the then market price of one Brandywine common share (based on the prior ten-day trading average) or for one Brandywine common share.

During the six-month period ended June 30, 2006, we also acquired two office properties containing 238,107 net rentable square feet and 76.6 acres of developable land for an aggregate purchase price of $47.4 million. We sold two parcels of land containing 6.8 acres for an aggregate $4.9 million, realizing net gains totaling $2.6 million.

During the three-month period ended June 30, 2006, we acquired one office property containing 145,127 net rentable square feet for $24.0 million and 76.6 acres of developable land for an aggregate purchase price of $47.4 million. We sold two parcels of land containing 6.8 acres for an aggregate $4.9 million, realizing net gains totaling $2.6 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Managements Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these 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 the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Certain accounting policies are considered to be critical accounting policies, as it requires management to make assumptions about matters that are highly uncertain at the time the estimate is made and changes in accounting policies are reasonably
likely to occur from period to period. Management bases its estimates and assumptions on historical experience and current economic conditions. On an on-going basis, management evaluates its estimates and assumptions including those related to revenue, impairment of long-lived assets and the allowance for doubtful accounts. Actual results may differ from those estimates and assumptions.

Our Annual Report on Form 10-K for the year ended December 31, 2005 contains a discussion of our critical accounting policies. There have been no significant changes in our critical accounting policies since December 31, 2005. See also Note 2 in our unaudited consolidated financial statements for the six-month period ended June 30, 2006 as set forth herein. Management discusses our critical accounting policies and managements judgments and estimates with our Audit Committee.

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RESULTS OF OPERATIONS

Comparison of the Three-Month Periods Ended June 30, 2006 and 2005

The table below shows selected operating information for the Same Store Property Portfolio and the Total Portfolio. The Same Store Property Portfolio consists of 240 Properties containing an aggregate of approximately 18.0 million net rentable square feet that we owned for the entire three-month periods ended June 30, 2006 and 2005. This table also includes a reconciliation from the Same Store Property Portfolio to the Total Portfolio net income (i.e., all properties owned by us during the three-month periods ended June 30, 2006 and 2005) by providing information for the properties which were acquired, under development or placed into service and administrative/elimination information for the three-month periods ended June 30, 2006 and 2005 (in thousands).

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Comparison of three-months ended June 30, 2006 to the three-months ended June 30, 2005



Same
          Store Property Portfolio
      
      PrentissPortfolio
      
      PropertiesAcquired
      
      DevelopmentProperties (a)
      
      Administrative/Eliminations (b)
      
      Total
          Portfolio(dollars
          in thousands)
      
      2006
      
      2005
      
      Increase/(Decrease)
      
      %Change
      
      2006
      
      2005
      
      2006
      
      2005
      
      2006
      
      2005
      
      2006
      
      2005
      
      2006
      
      2005
      
      Increase/(Decrease)
      
      %ChangeRevenue:Cash
          rents
      
      $
      77,074
      
      $
      76,617
      
      $
      457
      
      1%
      
      $
      54,160
      
      $
      
      
      $
      2,213
      
      $
      
      
      $
      5,506
      
      $
      1,645
      
      $
      269
      
      $
      244
      
      $
      139,222
      
      $
      78,506
      
      $
      60,716
      
      77%Straight-line
          rents
      
      
      2,399
      
      
      2,465
      
      
      (66
      )
      -3%
      
      
      2,802
      
      
      
      
      
      146
      
      
      
      
      
      2,790
      
      
      589
      
      
      
      
      
      
      
      
      8,137
      
      
      3,054
      
      
      5,083
      
      166%Rents
          -FAS 141
      
      
      718
      
      
      158
      
      
      560
      
      354%
      
      
      1,572
      
      
      
      
      
      (33
      )
      
      
      
      
      (62
      )
      
      (62
      )
      
      
      
      
      
      
      
      2,195
      
      
      96
      
      
      2,099
      
      2186%Total
          rents
      
      
      80,191
      
      
      79,240
      
      
      951
      
      1%
      
      
      58,534
      
      
      
      
      
      2,326
      
      
      
      
      
      8,234
      
      
      2,172
      
      
      269
      
      
      244
      
      
      149,554
      
      
      81,656
      
      
      67,898
      
      83%Tenant
          reimbursements
      
      
      9,651
      
      
      11,138
      
      
      (1,487
      )
      -13%
      
      
      6,118
      
      
      
      
      
      154
      
      
      
      
      
      592
      
      
      174
      
      
      234
      
      
      (275
      )
      
      16,749
      
      
      11,037
      
      
      5,712
      
      52%Other
          (c)
      
      
      1,685
      
      
      1,579
      
      
      106
      
      7%
      
      
      474
      
      
      
      
      
      1
      
      
      
      
      
      17
      
      
      12
      
      
      2,491
      
      
      1,183
      
      
      4,668
      
      
      2,774
      
      
      1,894
      
      68%Total
          revenue
      
      
      91,527
      
      
      91,957
      
      
      (430
      )
      0%
      
      
      65,126
      
      
      
      
      
      2,481
      
      
      
      
      
      8,843
      
      
      2,358
      
      
      2,994
      
      
      1,152
      
      
      170,971
      
      
      95,467
      
      
      75,504
      
      79%Operating
          Expenses:Property
          operating expenses
      
      
      27,789
      
      
      28,343
      
      
      (554
      )
      -2%
      
      
      19,855
      
      
      
      
      
      751
      
      
      
      
      
      3,358
      
      
      1,462
      
      
      (2,791
      )
      
      (2,110
      )
      
      48,962
      
      
      27,695
      
      
      21,267
      
      77%Real
          estate taxes
      
      
      9,135
      
      
      8,649
      
      
      486
      
      6%
      
      
      6,273
      
      
      
      
      
      218
      
      
      
      
      
      978
      
      
      913
      
      
      80
      
      
      36
      
      
      16,684
      
      
      9,598
      
      
      7,086
      
      74%Administrative
          expenses
      
      
      
      
      
      
      
      
      
      
      0%
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      7,724
      
      
      4,378
      
      
      7,724
      
      
      4,378
      
      
      3,346
      
      76%Total
          property operating expenses
      
      
      36,924
      
      
      36,992
      
      
      (68
      )
      0%
      
      
      26,128
      
      
      
      
      
      969
      
      
      
      
      
      4,336
      
      
      2,375
      
      
      5,013
      
      
      2,304
      
      
      73,370
      
      
      41,671
      
      
      31,699
      
      76%Subtotal
      
      
      54,603
      
      
      54,965
      
      
      (362
      )
      -1%
      
      
      38,998
      
      
      
      
      
      1,512
      
      
      
      
      
      4,507
      
      
      (17
      )
      
      (2,019
      )
      
      (1,152
      )
      
      97,601
      
      
      53,796
      
      
      43,805
      
      81%Depreciation
          and amortization
      
      
      38,367
      
      
      24,416
      
      
      13,951
      
      57%
      
      
      31,378
      
      
      
      
      
      516
      
      
      
      
      
      1,941
      
      
      1,643
      
      
      636
      
      
      1,761
      
      
      72,838
      
      
      27,820
      
      
      45,018
      
      162%Operating
          Income (loss)
      
      $
      16,236
      
      $
      30,549
      
      $
      (14,313
      )
      -47%
      
      $
      7,620
      
      $
      
      
      $
      996
      
      $
      
      
      $
      2,566
      
      $
      (1,660
      )
      $
      (2,655
      )
      $
      (2,913
      )
      $
      24,763
      
      $
      25,976
      
      $
      (1,213
      )
      -5%Number
          of properties
      
      
      240
      
      
      
      
      
      
      
      
      
      
      63
      (d)
      
      
      
      
      4
      
      
      
      
      
      11
      
      
      
      
      
      
      
      
      
      
      
      318Square
          feet
      
      
      18,043
      
      
      
      
      
      
      
      
      
      
      11,178
      
      
      
      
      
      521
      
      
      
      
      
      2,101
      
      
      
      
      
      
      
      
      
      
      
      31,843Other
          Income (Expense):Interest
          income
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      2,573
      
      
      284
      
      
      2,289
      
      806%Interest
          expense
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (42,500
      )
      
      (17,807
      )
      
      (24,693
      )
      139%Equity
          in income of real estate ventures
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      463
      
      
      993
      
      
      (530
      )
      -53%Net
          gain on sales of interests in real estate
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      2,608
      
      
      
      
      
      2,608
      
      100%Income
          (loss) before minority interest
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (12,093
      )
      
      9,446
      
      
      (21,539
      )
      -228%Minority
          interest -partners share of consolidated real estate ventures
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      84
      
      
      (121
      )
      
      205
      
      100%Income
          (loss) from continuing operations
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (12,009
      )
      
      9,325
      
      
      (21,334
      )
      -229%Income
          (loss) from discontinued operations
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (61
      )
      
      (140
      )
      
      79
      
      -56%Net
          Income (loss)
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      $
      (12,070
      )
      $
      9,185
      
      $
      (21,255
      )
      -231%Earnings
          per common partnership unit
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      $
      (0.15
      )
      $
      0.12
      
      $
      (0.27
      )
      -225%


EXPLANATORY NOTES

|(a) | - Results
        include: three redevelopments; four lease-up assets; three properties
        placed in service; and CIRA Centre
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(b) | - Represents
        certain revenues and expenses at the corporate level as well as various
        intercompany costs that are eliminated in consolidation
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | - Includes
        net termination fee income of$1,069 for 2006 and$856 for 2005 for the
        same store property portfolio and$208 for 2006 for the Prentiss portfolio
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | - Operations
        of two properties classified as held for sale are included in income from
        discontinued operations
|--- | ------------------------------------------------------------------------------------------------------------------------------

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Revenue

Revenue increased by $75.5 million primarily due to the acquisition of Prentiss, which represents $65.1 million of this increase. The increase is also the result of two properties that we acquired in the fourth quarter of 2005, one property acquired in the first quarter of 2006, one property acquired in the second quarter of 2006 and additional tenant occupancy at Cira Centre.

Operating Expenses and Real Estate Taxes

Property operating expenses increased by $21.3 million primarily due to the acquisition of Prentiss, which represents $19.9 million of this increase. Property operating expenses attributable to the occupied portion of Cira Centre and other properties acquired accounted for the remainder of the increase.

Real estate taxes increased by $7.1 million primarily due to the acquisition of Prentiss, which represents $6.3 million of this increase. The remainder of the increase is the result of increased real estate tax assessments and properties acquired.

Depreciation and Amortization Expense

Depreciation and amortization increased by $45.0 million primarily due to the acquisition of Prentiss, which increased total portfolio depreciation expense by $31.4 million. A significant portion of the increase is also due to accelerated depreciation expense for one of our properties totaling $11.9 million that is associated with the planned demolition of an existing building as part of an office park development in suburban Philadelphia.. This property was part of our same store portfolio, therefore the remaining increase in depreciation and amortization for our same store portfolio is $2.1 million. This increase resulted from the timing of assets being placed in service upon completion of tenant improvement and capital improvement projects subsequent to the end of the three month period ending June 30, 2005.

Administrative Expenses

Administrative expenses increased by approximately $3.3 million primarily due to the acquisition of Prentiss. Of this increase, $1.0 million was primarily attributable to increased payroll and related costs associated with employees that we hired as part of the acquisition of Prentiss. We also incurred an additional $1.7 million in professional fees in connection with our merger integration activities. The remainder of the increase reflects other increased costs of the combined companies.

Interest Income/ Expense

Interest expense increased by approximately $24.7 million primarily as a result of 14 fixed rate mortgages, three unsecured notes, and one note secured by U.S. treasury notes (PPREFI debt) that we assumed in the Prentiss merger. The mortgages assumed have maturity dates ranging from July 2009 through March 2016 and the unsecured notes have maturities of March, April, and July 2035, and the PPREFI debt has a maturity of February 2007.

The PPREFI debt was defeased by Prentiss in the fourth quarter of 2005 and is secured by an investment in U.S. treasury notes. The interest earned on the treasury notes is included in interest income and substantially offsets the amount of interest expense incurred on the PPREFI debt, resulting in an immaterial amount of net interest expense incurred.  The increase of $2.3 million in interest income is attributable to the interest income earned on these treasury notes.

See the Notes to the Unconsolidated Combined Financial Statements in Part I, Item I for details of our mortgage indebtedness and unsecured notes outstanding.

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Minority Interest-partners share of consolidated real estate ventures

Minority interest-partners share of consolidated real estate ventures increased by $0.1 million from the prior year as a result of our acquisition of one consolidated joint venture as part of our acquisition of Prentiss. This consolidated joint venture, of which we own 51%, owns 13 properties which aggregate approximately 1.2 million square feet of office space.

Subsequent to our acquisition of Prentiss, we entered into a joint venture with IBM. We consolidate this joint venture, and own a 50% interest in it.

As of June 30, 2006 we held an ownership interest in 16 properties through consolidated joint ventures, compared to two properties owned by consolidated joint ventures at March 31, 2005.

Discontinued Operations

Discontinued operations increased by $0.1 million from the prior year as a result of the sale of one property in Allen,  TX that we acquired in the Prentiss acquisition. We also have one property in Chicago, IL and one property in Dallas, TX that we classified as held for sale at June 30, 2006. These three properties combined had net operating income of $0.1 million during the quarter ended June 30, 2006. There were no gains or losses recognized on the property that was sold, or on the properties held for sale, as the proceeds received from the sale of these properties was equal to, or is expected to equal, the amount of the total purchase price allocated to these assets.

Net Income

Net income declined in the second quarter of 2006, compared to the second quarter of 2005, by $20.5 million as increased revenues were not sufficient to offset increases in operating costs (primarily depreciation and amortization) and financing costs. All major financial statement captions increased as a result of our acquisition of Prentiss and the related financing required to complete the transaction. A significant element of these costs relate to additional depreciation and amortization charges relating to the significant property additions (including both the TRC acquisition and the Prentiss acquisition) and the values ascribed to related acquired intangibles (e.g., in-place leases). These charges do not affect our ability to pay dividends and may not be comparable to those of other real estate companies that have not made such acquisitions. Such charges can be expected to continue until the values
ascribed to the lease intangibles are fully amortized. These intangibles are amortizing over the related lease terms or estimated tenant relationship. In addition, a significant portion of the decrease in net income is attributable to the $11.9 million in depreciation expense described in the Depreciation and Amortization Expense section above.

Earnings Per Common Partnership Unit

Earnings per partnership unit has declined from $0.12 in the second quarter of 2005 to $(0.15) in the second quarter of 2006 as a result of the factors described in Net Income above and an increase in the average number of common units outstanding. We issued 34.6 million of our common units in our acquisition of Prentiss.

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Comparison of the Six-Month Periods Ended June 30, 2006 and 2005

The table below shows selected operating information for the Same Store Property Portfolio and the Total Portfolio. The Same Store Property Portfolio consists of 240 Properties containing an aggregate of approximately 18.0 million net rentable square feet that we owned for the entire six-month periods ended June 30, 2006 and 2005. This table also includes a reconciliation from the Same Store Property Portfolio to the Total Portfolio net income (i.e., all properties owned by us during the six-month periods ended June 30, 2006 and 2005) by providing information for the properties which were acquired, under development or placed into service and administrative/elimination information for the six-month periods ended June 30, 2006 and 2005 (in thousands).

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Comparison of the six-months ended June 30, 2006 to the six-months ended June 30, 2005



Same
          Store Property Portfolio
      
      PrentissPortfolio
      
      PropertiesAcquired
      
      DevelopmentProperties (a)
      
      Administrative/Eliminations (b)
      
      Total
          Portfolio(dollars
          in thousands)
      
      2006
      
      2005
      
      Increase/(Decrease)
      
      %Change
      
      2006
      
      2005
      
      2006
      
      2005
      
      2006
      
      2005
      
      2006
      
      2005
      
      2006
      
      2005
      
      Increase/(Decrease)
      
      %ChangeRevenue:Cash
          rents
      
      $
      152,774
      
      $
      152,526
      
      $
      248
      
      0%
      
      $
      103,947
      
      $
      
      
      $
      3,612
      
      $
      
      
      $
      10,226
      
      $
      3,154
      
      $
      420
      
      $
      275
      
      $
      270,979
      
      $
      155,955
      
      $
      115,024
      
      74%Straight-line
          rents
      
      
      5,367
      
      
      5,300
      
      
      67
      
      1%
      
      
      5,821
      
      
      
      
      
      253
      
      
      
      
      
      4,084
      
      
      1,028
      
      
      
      
      
      
      
      
      15,525
      
      
      6,328
      
      
      9,197
      
      145%Rents
          - FAS 141
      
      
      1,251
      
      
      719
      
      
      532
      
      74%
      
      
      3,073
      
      
      
      
      
      (65
      )
      
      
      
      
      (124
      )
      
      (118
      )
      
      
      
      
      
      
      
      4,135
      
      
      601
      
      
      3,534
      
      588%Total
          rents
      
      
      159,392
      
      
      158,545
      
      
      847
      
      1%
      
      
      112,841
      
      
      
      
      
      3,800
      
      
      
      
      
      14,186
      
      
      4,064
      
      
      420
      
      
      275
      
      
      290,639
      
      
      162,884
      
      
      127,755
      
      78%Tenant
          reimbursements
      
      
      21,016
      
      
      23,055
      
      
      (2,039
      )
      -9%
      
      
      11,864
      
      
      
      
      
      307
      
      
      
      
      
      1,097
      
      
      339
      
      
      357
      
      
      (275
      )
      
      34,641
      
      
      23,119
      
      
      11,522
      
      50%Other
          (c)
      
      
      2,891
      
      
      6,206
      
      
      (3,315
      )
      -53%
      
      
      810
      
      
      
      
      
      1
      
      
      
      
      
      41
      
      
      74
      
      
      5,304
      
      
      2,510
      
      
      9,047
      
      
      8,790
      
      
      257
      
      3%Total
          revenue
      
      
      183,299
      
      
      187,806
      
      
      (4,507
      )
      -2%
      
      
      125,515
      
      
      
      
      
      4,108
      
      
      
      
      
      15,324
      
      
      4,477
      
      
      6,081
      
      
      2,510
      
      
      334,327
      
      
      194,793
      
      
      139,534
      
      72%Operating
          Expenses:Property
          operating expenses
      
      
      57,091
      
      
      58,673
      
      
      (1,582
      )
      -3%
      
      
      37,579
      
      
      
      
      
      1,352
      
      
      
      
      
      6,276
      
      
      3,400
      
      
      (5,143
      )
      
      (4,499
      )
      
      97,155
      
      
      57,574
      
      
      39,581
      
      69%Real
          estate taxes
      
      
      18,487
      
      
      17,383
      
      
      1,104
      
      6%
      
      
      12,225
      
      
      
      
      
      418
      
      
      
      
      
      1,914
      
      
      1,785
      
      
      186
      
      
      87
      
      
      33,230
      
      
      19,255
      
      
      13,975
      
      73%Administrative
          expenses
      
      
      
      
      
      
      
      
      
      
      0%
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      16,214
      
      
      9,130
      
      
      16,214
      
      
      9,130
      
      
      7,084
      
      78%Total
          property operating expenses
      
      
      75,578
      
      
      76,056
      
      
      (478
      )
      -1%
      
      
      49,804
      
      
      
      
      
      1,770
      
      
      
      
      
      8,190
      
      
      5,185
      
      
      11,257
      
      
      4,718
      
      
      146,599
      
      
      85,959
      
      
      60,640
      
      71%Subtotal
      
      
      107,721
      
      
      111,750
      
      
      (4,029
      )
      -4%
      
      
      75,711
      
      
      
      
      
      2,338
      
      
      
      
      
      7,134
      
      
      (708
      )
      
      (5,176
      )
      
      (2,208
      )
      
      187,728
      
      
      108,834
      
      
      78,894
      
      72%Depreciation
          and amortization
      
      
      63,749
      
      
      51,377
      
      
      12,372
      
      24%
      
      
      62,470
      
      
      
      
      
      1,002
      
      
      
      
      
      3,853
      
      
      2,660
      
      
      1,094
      
      
      2,218
      
      
      132,168
      
      
      56,255
      
      
      75,913
      
      135%Operating
          Income (loss)
      
      $
      43,972
      
      $
      60,373
      
      $
      (16,401
      )
      -27%
      
      $
      13,241
      
      $
      
      
      $
      1,336
      
      $
      
      
      $
      3,281
      
      $
      (3,368
      )
      $
      (6,270
      )
      $
      (4,426
      )
      $
      55,560
      
      $
      52,579
      
      $
      2,981
      
      6%Number
          of properties
      
      
      240
      
      
      
      
      
      
      
      
      
      
      63
      (d)
      
      
      
      
      4
      
      
      
      
      
      11
      
      
      
      
      
      
      
      
      
      
      
      318Square
          feet
      
      
      18,043
      
      
      
      
      
      
      
      
      
      
      11,178
      
      
      
      
      
      521
      
      
      
      
      
      2,101
      
      
      
      
      
      
      
      
      
      
      
      31,843Other
          Income (Expense):Interest
          income
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      5,223
      
      
      662
      
      
      4,561
      
      689%Interest
          expense
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (83,467
      )
      
      (35,604
      )
      
      (47,863
      )
      134%Equity
          in income of real estate ventures
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      1,428
      
      
      1,551
      
      
      (123
      )
      -8%Net
          gain on sales of interests in real estate
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      2,608
      
      
      
      
      
      2,608
      
      100%Income
          (loss) before minority interest
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (18,648
      )
      
      19,188
      
      
      (37,836
      )
      -197%Minority
          interest - partners' share of consolidated real estate ventures
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      370
      
      
      (172
      )
      
      542
      
      100%Income
          (loss) from continuing operations
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      (18,278
      )
      
      19,016
      
      
      (37,294
      )
      -196%Income
          (loss) from discontinued operations
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      3,346
      
      
      (140
      )
      
      3,486
      
      -2490%Net
          Income (loss)
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      $
      (14,932
      )
      $
      18,876
      
      $
      (33,808
      )
      -179%Earnings
          per common partnership unit
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      $
      (0.20
      )
      $
      0.26
      
      $
      (0.46
      )
      -177%


EXPLANATORY NOTES

|(a) | - Results
        include: three redevelopments; four lease-up assets; three properties
        placed in service; and CIRA Centre                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | - Represents certain revenues and expenses
      at the corporate level as well as various intercompany costs that are eliminated
      in consolidation                   
|(c) | - Includes net termination fee income of $1,551
      for 2006 and $4,877 for 2005 for the same store property portfolio and $315
      for 2006 for the Prentiss portfolio
|(d) | - Operations of two properties classified as
      held for sale are included in income from discontinued operations                                                       

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Revenue

Revenue increased by $139.5 million primarily due to the acquisition of Prentiss, which represents $127.3 million of this increase. The operations of the properties acquired from Prentiss contributed $125.5 million to this increase and $1.8 million resulted from additional third party management fees as a result of management contracts assumed and entered into at the time of acquisition. The increase is also the result of two properties that were acquired in the fourth quarter of 2005, one property acquired in the first quarter of 2006, and one property acquired in the second quarter of 2006, as well as additional tenant occupancy at Cira Centre that will continue throughout 2006.

These increases are offset by the $4.5 million decrease in revenue from our same store properties for the six month period ended June 30, 2006. This decrease is the result of a $3.3 million decrease in termination fee income and a $2.0 million decrease in tenant reimbursements. The decrease in tenant reimbursements is due to less billable property operating expense incurred in the six month period ending June 30, 2006.

Operating Expenses and Real Estate Taxes

Property operating expenses increased by $39.6 million primarily due to the acquisition of Prentiss, which represents $37.6 million of this increase. Property operating expenses attributable to the occupied portion of Cira Centre and other property acquisitions accounted for the remainder of the increase. These increases are offset by a $1.6 million decrease in operating expenses for our same store properties. The decrease in the operating expenses of the same store properties is attributable to less snow removal costs and HVAC maintenance costs incurred.

Real estate taxes increased by $13.9 million primarily due to the acquisition of Prentiss, which represents $12.2 million of this increase. The remainder of the increase is the result of increased real estate tax assessments and properties acquired.

Depreciation and Amortization Expense

Depreciation and amortization increased by $75.9 million primarily due to the acquisition of Prentiss, which increased total portfolio depreciation expense by $62.5 million. A significant portion of the increase is also due to accelerated depreciation expense for one of our properties totaling $11.9 million that is associated with the planned demolition of an existing building as part of an office park development in suburban Philadelphia.. This property was part of our same store portfolio, therefore the remaining increase in depreciation and amortization for our same store portfolio is $0.4 million. This increase resulted from the timing of assets being placed in service upon completion of tenant improvement and capital improvement projects subsequent to the end of the six month period ending June 30, 2005. The four properties that we acquired subsequent to June 30, 2005 caused an increase of $1.0 million in
depreciation and amortization expense.

Administrative Expenses

Administrative expenses increased by approximately $7.1 million primarily due to the acquisition of Prentiss. Of this increase, $2.4 million was primarily attributable to increased payroll and related costs associated with employees that we hired as part of the acquisition of Prentiss. We also incurred an additional $2.9 million in professional fees in connection with our merger integration activities. The remainder of the increase reflects other increased costs of the combined companies.

Interest Income/ Expense

Interest expense increased by approximately $47.9 million primarily as a result of 14 fixed rate mortgages, three unsecured notes, and one note secured by U.S. treasury notes (PPREFI debt) that we assumed in the Prentiss merger. The mortgages assumed have maturity dates ranging from July 2009 through March 2016 and the unsecured notes have maturities of March, April, and July 2035, and the PPREFI debt has a maturity of February 2007.

The PPREFI debt was defeased by Prentiss in the fourth quarter of 2005 and is secured by an investment in U.S. treasury notes. The interest earned on the treasury notes is included in interest income and substantially offsets the amount of interest expense incurred on the PPREFI debt, resulting in an immaterial amount of net interest expense incurred. The increase of $4.6 million in interest income is attributable to the interest income earned on these treasury notes.

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See the Notes to the Unconsolidated Combined Financial Statements in Part I, Item I for details of our mortgage indebtedness and unsecured notes outstanding.

Minority Interest-partners share of consolidated real estate ventures

Minority interest-partners share of consolidated real estate ventures increased by $0.4 million from the prior year as a result of our acquisition of one consolidated joint venture as part of our acquisition of Prentiss. This consolidated joint venture, of which we own 51%, owns 13 properties which aggregate approximately 1.2 million square feet of office space.

Subsequent to our acquisition of Prentiss, we entered into a joint venture with IBM. We consolidate this joint venture, and own a 50% interest in it.

As of June 30, 2006 we hold an ownership interest in 16 properties through consolidated joint ventures, compared to two properties owned by consolidated joint ventures at March 31, 2005.

Discontinued Operations

Discontinued operations increased by $3.3 million from the prior year as a result of the sale of seven properties in Chicago, IL, one in Dallas, TX, and one in Allen, TX that we acquired in the Prentiss acquisition. We also have one property in Chicago, IL and one property in Dallas, TX that we classified as held for sale at June 30, 2006. These eleven properties combined had net operating income of $3.3 million during the six month period ended June 30, 2006. There were no gains or losses recognized on the properties that were sold, or held for sale, as the proceeds received from the sale of these properties, or expected to be received, was equal to the amount of the total purchase price allocated to these assets.

Net Income

Net income declined in the six month period ending June 30, 2006, compared to the same period in 2005 by $32.5 million as increased revenues were not sufficient to offset increases in operating costs (primarily depreciation and amortization) and financing costs. All major financial statement captions increased as a result of our acquisition of Prentiss and the related financing required to complete the transaction. A significant element of these costs relate to additional depreciation and amortization charges relating to the significant property additions (including both the TRC acquisition and the Prentiss acquisition) and the values ascribed to related acquired intangibles (e.g., in-place leases). These charges do not affect our ability to pay dividends and may not be comparable to those of other real estate companies that have not made such acquisitions. Such charges can be expected to continue until the
values ascribed to the lease intangibles are fully amortized. These intangibles are amortizing over the related lease terms or estimated tenant relationship. In addition, a significant portion of the decrease in net income is attributable to the $11.9 million in depreciation expense described in the Depreciation and Amortization Expense section above.

Earnings Per Partnership Unit

Earnings per common partnership unit declined from $0.26 for the six month period ended June 30, 2005 to $(0.20) in the six month period ended June 30, 2006 as a result of the factors described in Net Income above and an increase in the average number of common units outstanding. We issued 34.6 million of our common units in our acquisition of Prentiss.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our principal liquidity needs for the next twelve months are as follows:




      fund normal recurring expenses,



      fund
          capital expenditures, including capital and tenant improvements and
          leasing costs,



      fund
          current development and redevelopment costs, and



      fund
          distributions declared by our Board of Trustees.


We believe that our liquidity needs will be satisfied through cash flows generated by operations and financing activities. Rental revenue, expense recoveries from tenants, and other income from operations are our principal sources of cash that we use to pay operating expenses, debt service, recurring capital expenditures and the minimum distributions required to maintain the Companys REIT qualification. We seek to increase cash flows from our properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and controlling operating expenses. Our revenue also includes third-party fees generated by our property management, leasing, development and construction businesses. We believe our revenue, together with proceeds from equity and debt financings, will continue to provide funds for our short-term
liquidity needs. However, material changes in our operating or financing activities may adversely affect our net cash flows. Such changes, in turn, would adversely affect our ability to fund distributions, debt service payments and tenant improvements. In addition, a material adverse change in our cash provided by operations would affect the financial performance covenants under our unsecured credit facility and unsecured notes.

Our principal liquidity needs for periods beyond twelve months are for costs of developments, redevelopments, property acquisitions, scheduled debt maturities, major renovations, expansions and other non-recurring capital improvements. We draw on multiple financing sources to fund our long-term capital needs. We use our credit facility for general business purposes, including the acquisition, development and redevelopment of properties and the repayment of other debt. In March 2006 and December 2005, we sold $850 million and $300 million, respectively of unsecured notes and expect to utilize the debt and equity markets for other long-term capital needs.

As
  a result of our acquisition of Prentiss, we will have additional short and long-term
  liquidity requirements. Historically, we have satisfied these types of requirements
  principally through the most advantageous source of capital at that time, which
  has included public offerings of unsecured debt and private placements of secured
  and unsecured debt, sales of common and preferred equity, capital raised through
  the disposition of assets, and joint venture transactions. We believe these
  sources of capital will continue to be available in the future to fund our capital
  needs.

We
  funded the approximately $1.05 billion cash portion of the Prentiss merger consideration,
  related transaction costs and prepayments of approximately $543.3 million in
  Prentiss mortgage debt at the closing of the merger through (i) a $750 million
  unsecured term loan that originally matured on January 4, 2007; (ii) approximately
  $676.5 million of cash from Prudentials acquisition of certain of the
  Prentiss properties; and (iii) approximately $195.0 million through borrowing
  under our revolving credit facility. We repaid in full the $750 million term
  loan on March 28, 2006 with the proceeds of the $850 million unsecured notes
  described more fully in Capitalization below.

Our
  ability to incur additional debt is dependent upon a number of factors, including
  our credit ratings, the value of our unencumbered assets, our degree of leverage
  and borrowing restrictions imposed by our current lenders. We currently have
  investment grade ratings for prospective unsecured debt offerings from three
  major rating agencies. If a rating agency were to downgrade our credit rating,
  our access to capital in the unsecured debt market would be more limited and
  the interest rate under our existing credit facility would increase.

The
  Companys ability to sell common and preferred shares is dependent on,
  among other things, general market conditions for REITs, market perceptions
  about the Company and the current trading price of the Companys shares.
  We regularly analyze which source of capital is most advantageous to us at any
  particular point in time. The equity markets may not be consistently available
  on terms that we consider attractive.

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Cash Flows

The following summary discussion of our cash flows is based on the consolidated statement of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented.

As of June 30, 2006 and December 31, 2005, we maintained cash and cash equivalents of $26.4 million and $7.2 million, respectively, an increase of $19.2 million. This increase was the result of the following changes in cash flow from our activities for the six-month period ended June 30 (in thousands):



Activity

        

        2006

        

        2005Operating

        

        $

        126,714

        

        $

        62,505Investing


      


      


      (957,156


      )


      


      (126,337


      )Financing

        

        

        849,645

        

        

        57,807Net cash flows

        

        $

        19,203

        

        $

        (6,025

        )


Our increased cash flow from operating activities in the six-months ended June 30, 2006 compared to the same period in 2005 is primarily attributable to our acquisition of Prentiss.

The increase in cash outflows from investing activities is primarily attributable to our acquisition of Prentiss and other property and land acquisitions totaling $986.0 million. In addition, we incurred approximately $102.9 million of capital expenditures for the properties that we own. These increases in investing activity are offset by the net proceeds of $144.0 million received from the sale of seven properties in Chicago and two in Texas that we acquired in our acquisition of Prentiss and subsequently sold.

Increased cash flow from financing activities is primarily attributable to the issuance of $850.0 million of unsecured notes resulting in net proceeds of $847.8 million. The proceeds of the note issuance were used to satisfy the $750.0 million term loan that was obtained in connection with the acquisition of Prentiss, as well as a portion of the outstanding borrowings on our credit facility. We also had net borrowings of $105.0 million on our line of credit. These cash inflows are offset by our repurchase of common shares totaling $34.5 million and our two distribution payments totaling $68.3 million.

Capitalization

Indebtedness

On March 28, 2006, our Operating Company consummated the public offering of (1) $300,000,000 aggregate principal amount of its unsecured floating rate notes due 2009 (the 2009 Notes), (2) $300,000,000 aggregate principal amount of its 5.75% notes due 2012 (the 2012 Notes) and (3) $250,000,000 aggregate principal amount of its 6.00% notes due 2016 (the 2016 Notes and, together with the 2009 Notes and 2012 Notes, the Notes). We guaranteed the payment of principal of and interest on the Notes.

On March 28, 2006, we terminated, and repaid all amounts outstanding under, the $750 million Term Loan Agreement that we entered into on January 5, 2006 with JPMorgan Chase Bank, N.A., as Administrative Agent and Syndication Agent, J.P. Morgan Securities Inc., as Lead Arranger and Sole Bookrunner, and the lenders identified therein. We entered into the Term Loan Agreement in connection with our acquisition through the merger of Prentiss on January 5, 2006.

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As
  of June 30, 2006, we had approximately $3.2 billion of outstanding indebtedness.
  The table below summarizes our mortgage notes payable, our secured note payable,
  our unsecured notes and our revolving credit facility at June 30, 2006 and December
  31, 2005:



June30,2006
      
      December31,2005(dollars
          in thousands)Balance:Fixed
          rate
      
      $
      2,581,552
      
      $
      1,417,611Variable
          rate
      
      
      574,272
      
      
      103,773Total
      
      $
      3,155,824
      
      $
      1,521,384Percent
          of Total Debt:Fixed
          rate
      
      
      82%
      
      
      93%Variable
          rate
      
      
      18%
      
      
      7%Total
      
      
      100%
      
      
      100%Weighted-average
          interest rate at period end:Fixed
          rate
      
      
      5.8%
      
      
      5.9%Variable
          rate
      
      
      5.8%
      
      
      5.3%Total
      
      
      5.8%
      
      
      5.8%


The variable rate debt shown above generally bears interest based on various spreads over LIBOR (the term of which is selected by us).

We have used credit facility borrowings for general business purposes, including the acquisition, development and redevelopment of properties and the repayment of other debt. In December 2005, we replaced our then existing unsecured credit facility with a $600 million unsecured credit facility (the Credit Facility) that matures in December 2009, subject to a one year extension option upon payment of a fee and the absence of any defaults. Borrowings under the new Credit Facility generally bear interest at LIBOR (LIBOR was 5.33% as of June 30, 2006) plus a spread over LIBOR ranging from 0.55% to 1.10% based on our unsecured senior debt rating. We have an option to increase the maximum borrowings under the Credit Facility to $800 million subject to the absence of any defaults and our ability to obtain additional commitments from our existing or new lenders. The Credit Facility requires the maintenance
of certain ratios related to minimum net worth, debt to total capitalization and fixed charge coverage and various non-financial covenants. We believe that we are in compliance with all financial covenants as of June 30, 2006.

We utilize unsecured notes as a long-term financing alternative. The indentures and note purchase agreements relating to our unsecured notes contain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40%, (3) a debt service coverage ratio of greater than 1.5 to 1.0, and (4) an unencumbered asset value of not less than 150% of unsecured debt. In addition, the note purchase agreement relating to the 2008 Notes contains covenants that are similar to the above covenants. At June 30, 2006, we were in compliance with each of these financial restrictions and requirements.

We have mortgage loans that are collateralized by certain of our properties. Payments on mortgage loans are generally due in monthly installments of principal and interest, or interest only.

We intend to refinance our mortgage loans as they mature, primarily through the use of unsecured debt or equity.

The amount of indebtedness that we may incur, and the policies with respect thereto, are not limited by our declaration of trust and bylaws, and are solely within the discretion of our board of trustees, limited only by various financial covenants in our credit agreements.

Equity

On June 15, 2006, the Company declared a distribution of $0.44 per Common Share, totaling $39.8 million, which it paid on July 17, 2006 to shareholders of record as of July 6, 2006. We simultaneously declared a $0.44 per unit cash distribution to holders of Class A Units totaling $1.8 million.

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On June 15, 2006, the Company declared distributions on its Series C Preferred Shares and Series D Preferred Shares to holders of record as of June 30, 2006. These shares are entitled to a preferential return of 7.50% and 7.375%, respectively. Distributions paid on July 17, 2006 to holders of Series C Preferred Shares and Series D Preferred Shares totaled $0.9 million and $1.1 million, respectively.

At June 30, 2006, the Company had a share repurchase program under which its Board has authorized it to repurchase from time to time up to 6,700,000 common shares. Through June 30, 2006, the Company had repurchased approximately 4.4 million common shares under this program at an average price of $20.82 per share. The Companys Board placed no time limit on the duration of the program. As of June 30, 2006, the Company may purchase an additional 2,319,800 additional shares under the plan.

Shelf Registration Statement

Together with the Company, we maintain a shelf registration statement that registered common shares, preferred shares, depositary shares and warrants and unsecured debt securities. Subject to our ongoing compliance with securities laws, and if warranted by market conditions, we may offer and sell equity and debt securities from time to time under the registration statement.

Short- and Long-Term Liquidity

We
  believe that our cash flow from operations is adequate to fund its short-term
  liquidity requirements. Cash flow from operations is generated primarily from
  rental revenues and operating expense reimbursements from tenants and management
  services income from providing services to third parties. We intend to use these
  funds to meet short-term liquidity needs, which are to fund operating expenses,
  debt service requirements, recurring capital expenditures, tenant allowances,
  leasing commissions and the minimum distributions required to maintain our REIT
  qualification under the Internal Revenue Code.

We expect to meet our long-term liquidity requirements, such as for property acquisitions, development, investments in real estate ventures, scheduled debt maturities, major renovations, expansions and other significant capital improvements, through cash from operations, borrowings under its Credit Facility, other long-term secured and unsecured indebtedness, the issuance of equity securities and the proceeds from the disposition of selected assets.

Inflation

A majority of our leases provide for reimbursement of real estate taxes and operating expenses either on a triple net basis or over a base amount. In addition, many of our office leases provide for fixed base rent increases. We believe that inflationary increases in expenses will be significantly offset by expense reimbursement and contractual rent increases.

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Commitments
  and Contingencies

The
  following table outlines the timing of payment requirements related to our contractual
  commitments as of June 30, 2006:



Payments by Period (in thousands)Total

        

        Less than1 Year

        

        1-3 Years

        

        3-5 Years

        

        More than5 YearsMortgage notes payable (a)

        

        $

        884,819

        

        $

        16,367

        

        $

        147,707

        

        $

        263,346

        

        $

        457,399Mortgage
          notes payable on assetsclassified as held for sale
          (a)

        

        

        13,500

        

        

        

        

        

        

        

        

        13,500

        

        

        Secured note payable

        

        

        183,199

        

        

        183,199

        

        

        

        

        

        

        

        

        Revolving credit facility


      


      


      195,000


      


      


      


      


      


      195,000


      


      


      


      


      


      Unsecured debt (a)

        

        

        1,866,610

        

        

        

        

        

        688,000

        

        

        600,000

        

        

        578,610Ground leases (b)

        

        

        280,641

        

        

        1,736

        

        

        3,472

        

        

        3,636

        

        

        271,797Other liabilities

        

        

        688

        

        

        

        

        

        

        

        

        

        

        

        688$

        3,424,457

        

        $

        201,302

        

        $

        1,034,179

        

        $

        880,482

        

        $

        1,308,494


| | (a)
        Amounts do not include unamortized discounts and/or premiums.                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Future minimum
      rental payments under the terms of all non-cancelable ground leases under
      which we are the lessee are expensed on a straight-line basis regardless
      of when payments are due.

We intend to refinance our mortgage notes payable as they become due or repay those that are secured by properties being sold.

As part of our acquisition of the TRC Properties in September 2004, we agreed to issue to the sellers up to a maximum of $9.7 million of Class A Units of the Operating Company if certain of the acquired properties achieve at least 95% occupancy prior to September 21, 2007. The maximum number of Units that we are obligated to issue declines monthly and, as of June 30, 2006, the maximum balance payable under this arrangement was $3.3 million, with no amount currently due.

As part of the TRC acquisition, we acquired our interest in Two Logan Square, a 696,477 square foot office building in Philadelphia, primarily through a second and third mortgage secured by this property. We currently do not expect to take title to Two Logan Square until, at the earliest, September 2019. In the event that we take fee title to Two Logan Square upon a foreclosure of our mortgage, we have agreed to make a payment to an unaffiliated third party with a residual interest in the fee owner of this property. The amount of the payment would be $0.6 million if we must pay a state and local transfer upon taking title, and $2.9 million if no transfer tax is payable upon the transfer.

As part of the Prentiss acquisition, the TRC acquisition and several of our other acquisitions, we agreed not to sell certain of the acquired properties. In the case of the TRC acquisition, we agreed not to sell certain of the acquired properties for periods ranging from three to 15 years from the acquisition date as follows: 201 Radnor Financial Center, 555 Radnor Financial Center and 300 Delaware Avenue (three years); One Rodney Square and 130/150/170 Radnor Financial Center (10 years); and One Logan Square, Two Logan Square and Radnor Corporate Center (15 years). In the case of the Prentiss acquisition, we assumed the obligation of Prentiss not to sell Concord Airport Plaza before March 2018 and 6600 Rockledge before July 2008. We also own 14 other properties that aggregate 1.0 million square feet and have agreed not to sell these properties for periods that expire by the end of 2008. Our agreements
generally provide that we may dispose of the subject properties only in transactions that qualify as tax-free exchanges under Section 1031 of the Internal Revenue Code or in other tax deferred transactions. In the event that we sell any of the properties within the applicable restricted period in non-exempt transactions, we would be required to pay significant tax liabilities that would be incurred by the parties who sold us the applicable property.

We hold a fifty percent economic interest in an approximately 141,724 square foot office building located at 101 Paragon Drive, Montvale, New Jersey. The remaining fifty percent interest is held by Donald E. Axinn, one of our Trustees. Although we and Mr. Axinn have each committed to provide one half of the $11 million necessary to repay the mortgage loan secured by this property, in February 2006, an unaffiliated third party entered into an agreement to purchase this property for $18.3 million. Closing is scheduled for the third quarter of 2006 and is subject to standard closing conditions.

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We invest in our properties and regularly incur capital expenditures in the ordinary course to maintain the properties. We believe that such expenditures enhance our competitiveness. We also enter into construction, utility and service contracts in the ordinary course of business which may extend beyond one year. These contracts typically provide for cancellation with insignificant or no cancellation penalties.

Interest Rate Risk and Sensitivity Analysis

The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period. Market values are the present value of projected future cash flows based on the market rates chosen.

Our financial instruments consist of both fixed and variable rate debt. As of June 30, 2006, our consolidated debt consisted of $913.9 million in fixed rate mortgages and $0.7 million in variable rate mortgage notes, $183.2 million in fixed rate secured note payable, $195.0 million borrowings under our Credit Facility and $1.9 billion in unsecured notes (net of discounts). All financial instruments were entered into for other than trading purposes and the net market value of these financial instruments is referred to as the net financial position. Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the
interest incurred and cash flows, but does not impact the net financial instrument position.

If market rates of interest on our variable rate debt increase by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $5.7 million. If market rates of interest on our variable rate debt decrease by 1%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $5.7 million.

If market rates of interest increase by 1%, the fair value of our outstanding fixed-rate debt would decrease by approximately $94.4 million. If market rates of interest decrease by 1%, the fair value of our outstanding fixed-rate debt would increase by approximately $101.3 million.

Item
          3.

        Quantitative and Qualitative Disclosures about Market Risk


Market risk is the exposure to loss resulting from changes in interest rates, commodity prices and equity prices. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between our yield on invested assets and cost of funds and, in turn, our ability to make distributions or payments to our shareholders. While we have not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in losses to us which adversely affect our operating results and liquidity.

There have been no material changes in Quantitative and Qualitative disclosures in 2006 from the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2005. Reference is made to Item 7 included in our Annual Report on Form 10-K for the year ended December 31, 2005 and the caption Interest Rate Risk and Sensitivity Analysis under Item 2 of this Quarterly Report on Form 10-Q.

Item
          4.

        Controls and Procedures (a)
        Evaluation
            of disclosure controls and procedures. Under the supervision and
            with the participation of our management, including our principal
            executive officer and principal financial officer, we conducted an
            evaluation of our disclosure controls and procedures, as such term
            is defined under Rule 13a-15(e) promulgated under the Securities
            Exchange Act of 1934, as amended (the Exchange Act) as of the end
            of the period covered by this quarterly report, have concluded that
            the Companys disclosure controls and procedures are effective
            to ensure that information required to be disclosed by the Company
            in the reports that it files under the Securities Exchange Act of
            1934 is recorded, processed, summarized and reported within the time
            periods specified in the rules and forms of the Securities and Exchange
            Commission.


(b)
      Changes
          in internal controls over financial reporting. There was no change
          in the Companys internal control over financial reporting that
          occurred during the period covered by this quarterly report that has
          materially affected, or is reasonably likely to materially affect, the
          Companys internal control over financial reporting.


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Part II.

        OTHER INFORMATION


Item
          1.

        Legal Proceedings


Not applicable.

Item 1A.

        Risk Factors


There has been no material change to the risk factors previously disclosed by us in our Form 10-K for the fiscal year ended December 31, 2005.

Item
          2.

        Unregistered Sales of Equity Securities and Use of Proceeds


The following table summarizes the unit repurchases during the three-month period ended June 30, 2006:



TotalNumber ofUnitPurchased
      
      AveragePrice Paid PerUnit
      
      TotalNumber ofUnitPurchased asPart of PubliclyAnnounced Plansor Programs
      
      MaximumNumber ofUnits that MayYet Be PurchasedUnder the Plansor Programs (a)2006:April
      
      
      
      $
      
      
      
      
      762,000May
      
      763,900
      
      
      28.95
      
      763,900
      
      2,736,100June
      
      416,300
      
      
      29.70
      
      416,300
      
      2,319,800Total
      
      1,180,200
      
      
      
      
      1,180,200


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|(a) | On May 2, 2006, the Company's Board of Trustees authorized an increase in the number of common shares that it may repurchase, whether in open-market or privately negotiated transactions. The Board authorized the Company to purchase up to an aggregate of 3,500,000 common units (inclusive of the remaining unit repurchase availability under the Board's prior authorization from September  2001). There is no expiration date on the share repurchase program.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item
          3.

        Defaults Upon Senior Securities


Not applicable.

Item
          4.

        Submission of Matters to a Vote of Security Holders


We incorporate by reference the disclosure contained in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed with the Securities and Exchange Commission on May 10, 2006. This disclosure summarizes the voting results at our annual meeting of shareholders held on May 2, 2006.

Item
          5.

        Other Information


Not applicable.

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Item
          6.

        Exhibits


(a)Exhibits



10.1

        Form of Restricted Share Award (incorporated by reference to Brandywines Quarterly Report on Form 10-Q for the quarter ending March 31, 2006 filed on May 10, 2006)12.1

        Statement re Computation of Ratios31.1

        Certification Pursuant to 13a-14 under the Securities Exchange Act of 193431.2

        Certification Pursuant to 13a-14 under the Securities Exchange Act of 193432.1

        Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2

        Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


** Management contract or compensatory plan or arrangement

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SIGNATURES
  OF REGISTRANT

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



BRANDYWINE
          OPERATING PARTNERSHIP, L.P. (Registrant)
        BRANDYWINE
          REALTY TRUST, as general partnerDate: August 14, 2006
      By:
      /s/ Gerard H. SweeneyGerard
          H. Sweeney, President and Chief Executive Officer(Principal Executive Officer)






Date: August 14, 2006
      By:
      /s/ Timothy M. MartinTimothy
          M. Martin, Vice President and Treasurer(Principal Financial Officer)








Date: August 14, 2006
      By:
      /s/ Scott W. FordhamScott
          W. Fordham, Vice President and Chief Accounting Officer(Principal Accounting Officer)




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