##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file numbers:
    
    1-13130 (Liberty Property Trust)
1-13132 (Liberty Property Limited Partnership)
 
 LIBERTY PROPERTY TRUST  LIBERTY PROPERTY LIMITED PARTNERSHIP
 (Exact name of registrants as specified in their governing documents)
 MARYLAND(Liberty Property Trust)  PENNSYLVANIA(Liberty Property Limited Partnership)
    
    23-776899623-2766549(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)500 Chesterfield Parkway 
Malvern, Pennsylvania
    
    19355(Address of Principal Executive Offices)
    
    (Zip Code)
  þ o
 o o
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o(Do not check if a
smaller reporting company)
 o þ




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##### 



Liberty Property Trust/Liberty Property Limited Partnership
Form 10-Q for the period ended March 31, 2010
 Index
    
    PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed consolidated balance sheets of Liberty Property Trust at March 31,
2010 and December 31, 2009
    
    
    3Condensed consolidated statements of operations of Liberty Property Trust for
the three months ended March 31, 2010 and March 31, 2009
    
    
    4Condensed consolidated statement of equity of Liberty Property Trust for the
three months ended March 31, 2010
    
    
    5Condensed consolidated statements of cash flows of Liberty Property Trust for
the three months ended March 31, 2010 and March 31, 2009
    
    
    6Notes to condensed consolidated financial statements of Liberty Property Trust
    
    
    7Condensed consolidated balance sheets of Liberty Property Limited Partnership
at March 31, 2010 and December 31, 2009
    
    
    14Condensed consolidated statements of operations of Liberty Property Limited
Partnership for the three months ended March 31, 2010 and March 31, 2009
    
    
    15Condensed consolidated statement of equity of Liberty Property Limited
Partnership for the three months ended March 31, 2010
    
    
    16Condensed consolidated statements of cash flows of Liberty Property Limited
Partnership for the three months ended March 31, 2010 and March 31, 2009
    
    
    17Notes to condensed consolidated financial statements of Liberty Property
Limited Partnership
    
    
    18Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    37PART II. OTHER INFORMATION
    
    
    38Item 1. Legal Proceedings
    
    
    38Item 1A. Risk Factors
    
    
    38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Removed and Reserved
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    39Signatures for Liberty Property Trust
    
    
    40Signatures for Liberty Property Limited Partnership
    
    
    41Exhibit Index
    
    
    42Exhibit 12.1Exhibit 31.1Exhibit 31.2Exhibit 31.3Exhibit 31.4Exhibit 32.1Exhibit 32.2Exhibit 32.3Exhibit 32.4
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 
 CONDENSED CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
 (In thousands, except share and unit amounts)
 March 31, 2010
    
    
    December 31, 2009(Unaudited)ASSETSReal estate:Land and land improvements
    
    $
    849,403
    
    
    $
    850,559Building and improvements
    
    
    4,318,266
    
    
    
    4,289,932Less accumulated depreciation
    
    
    (1,005,744
    )
    
    
    (973,624
    )Operating real estate
    
    
    4,161,925
    
    
    
    4,166,867Development in progress
    
    
    46,961
    
    
    
    66,714Land held for development
    
    
    216,307
    
    
    
    218,633Net real estate
    
    
    4,425,193
    
    
    
    4,452,214Cash and cash equivalents
    
    
    141,535
    
    
    
    237,446Restricted cash
    
    
    38,118
    
    
    
    42,232Accounts receivable
    
    
    8,890
    
    
    
    6,057Deferred rent receivable
    
    
    99,196
    
    
    
    95,527Deferred financing and leasing costs, net of accumulated amortization
(2010, $141,257; 2009, $133,429)
    
    
    130,969
    
    
    
    134,309Investments in and advances to unconsolidated joint ventures
    
    
    173,944
    
    
    
    175,584Prepaid expenses and other assets
    
    
    61,529
    
    
    
    85,574Total assets
    
    $
    5,079,374
    
    
    $
    5,228,943LIABILITIESMortgage loans
    
    $
    472,681
    
    
    $
    473,993Unsecured notes
    
    
    1,842,882
    
    
    
    1,842,882Credit facility
    
    
    35,000
    
    
    
    140,000Accounts payable
    
    
    31,560
    
    
    
    31,195Accrued interest
    
    
    27,721
    
    
    
    31,251Dividend and distributions payable
    
    
    55,573
    
    
    
    55,402Other liabilities
    
    
    151,886
    
    
    
    171,051Total liabilities
    
    
    2,617,303
    
    
    
    2,745,774EQUITYLiberty Property Trust shareholders equityCommon shares of beneficial interest, $.001 par value, 183,987,000 shares authorized; 114,302,885
(includes 1,249,909 in treasury) and 113,875,211 (includes 1,249,909 in treasury) shares issued and
outstanding as of March 31, 2010 and December 31, 2009, respectively
    
    
    114
    
    
    
    114Additional paid-in capital
    
    
    2,519,618
    
    
    
    2,509,704Accumulated other comprehensive (loss) income
    
    
    (2,135
    )
    
    
    2,339Distributions in excess of net income
    
    
    (362,059
    )
    
    
    (337,911
    )Common shares in treasury, at cost, 1,249,909 shares as of March 31, 2010 and December 31, 2009
    
    
    (51,951
    )
    
    
    (51,951
    )Total Liberty Property Trust shareholders equity
    
    
    2,103,587
    
    
    
    2,122,295Noncontrolling interest  operating partnership3,943,224 and 4,011,354 common units outstanding as of March 31, 2010 and
December 31, 2009, respectively
    
    
    69,916
    
    
    
    72,2949,740,000 preferred units outstanding as of March 31, 2010 and December 31, 2009
    
    
    287,959
    
    
    
    287,959Noncontrolling interest  consolidated joint ventures
    
    
    609
    
    
    
    621Total equity
    
    
    2,462,071
    
    
    
    2,483,169Total liabilities and equity
    
    $
    5,079,374
    
    
    $
    5,228,943
   3




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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
 (Unaudited and in thousands, except per share amounts)
 Three Months EndedMarch 31, 2010
    
    
    March 31, 2009OPERATING REVENUERental
    
    $
    130,282
    
    
    $
    127,902Operating expense reimbursement
    
    
    58,905
    
    
    
    57,400Total operating revenue
    
    
    189,187
    
    
    
    185,302OPERATING EXPENSERental property
    
    
    40,664
    
    
    
    38,500Real estate taxes
    
    
    22,551
    
    
    
    21,817General and administrative
    
    
    14,874
    
    
    
    15,556Depreciation and amortization
    
    
    43,006
    
    
    
    42,638Total operating expenses
    
    
    121,095
    
    
    
    118,511Operating income
    
    
    68,092
    
    
    
    66,791OTHER INCOME (EXPENSE)Interest and other income
    
    
    2,793
    
    
    
    3,095Debt extinguishment gain
    
    
    
    
    
    
    529Interest expense
    
    
    (38,637
    )
    
    
    (37,201
    )Total other income (expense)
    
    
    (35,844
    )
    
    
    (33,577
    )Income before property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
    
    
    32,248
    
    
    
    33,214Gain (loss) on property dispositions
    
    
    768
    
    
    
    (294
    )Income taxes
    
    
    (452
    )
    
    
    (217
    )Equity in earnings of unconsolidated joint ventures
    
    
    394
    
    
    
    417Income from continuing operations
    
    
    32,958
    
    
    
    33,120Discontinued operations (including net gain on property dispositions of $2,862 and $199 for the three months ended March 31, 2010 and 2009, respectively)
    
    
    2,864
    
    
    
    722Net income
    
    
    35,822
    
    
    
    33,842Noncontrolling interest  operating partnership
    
    
    (6,283
    )
    
    
    (6,317
    )Noncontrolling interest  consolidated joint ventures
    
    
    12
    
    
    
    364Net income available to common shareholders
    
    $
    29,551
    
    
    $
    27,889Earnings per common shareBasic:Income from continuing operations
    
    $
    0.24
    
    
    $
    0.27Income from discontinued operations
    
    
    0.02
    
    
    
    0.01Income per common share  basic
    
    $
    0.26
    
    
    $
    0.28Diluted:Income from continuing operations
    
    $
    0.24
    
    
    $
    0.27Income from discontinued operations
    
    
    0.02
    
    
    
    0.01Income per common share  diluted
    
    $
    0.26
    
    
    $
    0.28Distributions per common share
    
    $
    0.475
    
    
    $
    0.475Weighted average number of common shares outstandingBasic
    
    
    112,341
    
    
    
    100,681Diluted
    
    
    112,955
    
    
    
    100,960Amounts attributable to common shareholdersIncome from continuing operations
    
    $
    26,784
    
    
    $
    27,194Discontinued operations
    
    
    2,767
    
    
    
    695Net income available to common shareholders
    
    $
    29,551
    
    
    $
    27,889
   4




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CONDENSED CONSOLIDATED STATEMENT OF EQUITY OF LIBERTY PROPERTY TRUST
 (UNAUDITED AND IN THOUSANDS)
 Accumulated
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    Noncontrolling
    
    
    NoncontrollingOther
    
    
    
    
    
    
    
    
    
    
    Liberty
    
    
    interest-
    
    
    interest-
    
    
    NoncontrollingCommon
    
    
    Additional
    
    
    Comprehensive
    
    
    Distributions
    
    
    Common
    
    
    Property Trust
    
    
    operating
    
    
    operating
    
    
    Interest-Shares of Beneficial
    
    
    Paid-In
    
    
    (loss)
    
    
    in Excess of
    
    
    Shares Held
    
    
    Shareholders
    
    
    partnership-
    
    
    partnership -
    
    
    consolidatedInterest
    
    
    Capital
    
    
    Income
    
    
    Net Income
    
    
    in Treasury
    
    
    Equity
    
    
    Common
    
    
    Preferred
    
    
    joint ventures
    
    
    Total EquityBalance at January 1, 2010
    
    $
    114
    
    
    $
    2,509,704
    
    
    $
    2,339
    
    
    $
    (337,911
    )
    
    $
    (51,951
    )
    
    $
    2,122,295
    
    
    $
    72,294
    
    
    $
    287,959
    
    
    $
    621
    
    
    $
    2,483,169Net proceeds from the
issuance of Common Shares
    
    
    
    
    
    
    4,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,875Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,551
    
    
    
    
    
    
    
    29,551
    
    
    
    1,030
    
    
    
    5,253
    
    
    
    (12
    )
    
    
    35,822Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,699
    )
    
    
    
    
    
    
    (53,699
    )
    
    
    (2,025
    )
    
    
    (5,253
    )
    
    
    
    
    
    
    (60,977
    )Noncash compensation
    
    
    
    
    
    
    3,812
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,812
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,812Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    (4,474
    )
    
    
    
    
    
    
    
    
    
    
    (4,474
    )
    
    
    (156
    )
    
    
    
    
    
    
    
    
    
    
    (4,630
    )Redemption of noncontrolling
interests  common units
    
    
    
    
    
    
    1,227
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,227
    
    
    
    (1,227
    )
    
    
    
    
    
    
    
    
    
    
    Balance at March 31, 2010
    
    $
    114
    
    
    $
    2,519,618
    
    
    $
    (2,135
    )
    
    $
    (362,059
    )
    
    $
    (51,951
    )
    
    $
    2,103,587
    
    
    $
    69,916
    
    
    $
    287,959
    
    
    $
    609
    
    
    $
    2,462,071
   5




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
 (Unaudited and in thousands)
 Three Months EndedMarch 31, 2010
    
    
    March 31, 2009OPERATING ACTIVITIESNet income
    
    $
    35,822
    
    
    $
    33,842Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    42,986
    
    
    
    43,491Amortization of deferred financing costs
    
    
    1,271
    
    
    
    1,182Debt extinguishment gain
    
    
    
    
    
    
    (529
    )Equity in earnings of unconsolidated joint ventures
    
    
    (394
    )
    
    
    (417
    )Distributions from unconsolidated joint ventures
    
    
    
    
    
    
    501Gain on property dispositions
    
    
    (3,630
    )
    
    
    95Noncash compensation
    
    
    5,853
    
    
    
    7,252Changes in operating assets and liabilities:Restricted cash
    
    
    3,401
    
    
    
    11,256Accounts receivable
    
    
    (2,840
    )
    
    
    6,357Deferred rent receivable
    
    
    (3,765
    )
    
    
    (2,950
    )Prepaid expenses and other assets
    
    
    (240
    )
    
    
    2,543Accounts payable
    
    
    495
    
    
    
    7,634Accrued interest
    
    
    (3,530
    )
    
    
    11Other liabilities
    
    
    (12,031
    )
    
    
    (5,230
    )Net cash provided by operating activities
    
    
    63,398
    
    
    
    105,038INVESTING ACTIVITIESInvestment in properties
    
    
    (18,966
    )
    
    
    (15,566
    )Investments in and advances to unconsolidated joint ventures
    
    
    (172
    )
    
    
    (125
    )Distributions from unconsolidated joint ventures
    
    
    1,586
    
    
    
    13,347Net proceeds from disposition of properties/land
    
    
    9,622
    
    
    
    44,353Net proceeds from grant receivable/escrow
    
    
    22,759
    
    
    
    Investment in development in progress
    
    
    (3,443
    )
    
    
    (27,771
    )Investment in land held for development
    
    
    (732
    )
    
    
    (7,054
    )Investment in deferred leasing costs
    
    
    (2,997
    )
    
    
    (5,724
    )Net cash provided by investing activities
    
    
    7,657
    
    
    
    1,460FINANCING ACTIVITIESNet proceeds from issuance of Common Shares
    
    
    2,862
    
    
    
    94,508Repayments of unsecured notes
    
    
    
    
    
    
    (38,306
    )Proceeds from mortgage loans
    
    
    285
    
    
    
    317,424Repayments of mortgage loans
    
    
    (1,596
    )
    
    
    (40,543
    )Proceeds from credit facility
    
    
    
    
    
    
    33,500Repayments on credit facility
    
    
    (105,000
    )
    
    
    (293,500
    )Increase in deferred financing costs
    
    
    (4
    )
    
    
    (4,734
    )Distribution paid on Common Shares
    
    
    (53,496
    )
    
    
    (46,923
    )Distribution paid on units
    
    
    (7,337
    )
    
    
    (7,342
    )Net cash (used in) provided by financing activities
    
    
    (164,286
    )
    
    
    14,084Net (decrease) increase in cash and cash equivalents
    
    
    (93,231
    )
    
    
    120,582Decrease in cash and cash equivalents related to foreign currency translation
    
    
    (2,680
    )
    
    
    (529
    )Cash and cash equivalents at beginning of period
    
    
    237,446
    
    
    
    15,794Cash and cash equivalents at end of period
    
    $
    141,535
    
    
    $
    135,847
   6




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Liberty Property Trust
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 March 31, 2010
 Note 1: Organization and Basis of Presentation
 Organization
  Basis of Presentation
   7




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Income per Common Share
  For the Three Months Ended March 31, 2010
    
    
    For the Three Months Ended March 31, 2009Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    AverageIncome
    
    
    Shares
    
    
    
    
    
    
    Income
    
    
    Shares(Numerator)
    
    
    (Denominator)
    
    
    Per Share
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per ShareBasic income from continuing operationsIncome from continuing operations net of
noncontrolling interest
    
    $
    26,784
    
    
    
    112,341
    
    
    $
    0.24
    
    
    $
    27,194
    
    
    
    100,681
    
    
    $
    0.27Dilutive shares for long-term compensation
plans
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    279Diluted income from continuing operationsIncome from continuing operations net of
noncontrolling interest and assumed
conversions
    
    
    26,784
    
    
    
    112,955
    
    
    $
    0.24
    
    
    
    27,194
    
    
    
    100,960
    
    
    $
    0.27Basic income from discontinued operationsDiscontinued operations net of noncontrolling
interest
    
    
    2,767
    
    
    
    112,341
    
    
    $
    0.02
    
    
    
    695
    
    
    
    100,681
    
    
    $
    0.01Dilutive shares for long-term compensation
plans
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    279Diluted income from discontinued operationsDiscontinued operations net of noncontrolling
interest
    
    
    2,767
    
    
    
    112,955
    
    
    $
    0.02
    
    
    
    695
    
    
    
    100,960
    
    
    $
    0.01Basic income per common shareNet income available to common shareholders
    
    
    29,551
    
    
    
    112,341
    
    
    $
    0.26
    
    
    
    27,889
    
    
    
    100,681
    
    
    $
    0.28Dilutive shares for long-term compensation
plans
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    279Diluted income per common shareNet income available to common shareholders
and assumed conversions
    
    $
    29,551
    
    
    
    112,955
    
    
    $
    0.26
    
    
    $
    27,889
    
    
    
    100,960
    
    
    $
    0.28
  8




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##### Table of Contents



Foreign Currency Translation
  Note 2: Segment Information
  Reportable Segments
    
    MarketsNortheast
    
    Southeastern PA; Lehigh/Central PA; New JerseyMidwest
    
    Minnesota; Milwaukee; ChicagoMid-Atlantic
    
    Maryland; Carolinas; Richmond; Virginia BeachSouth
    
    Jacksonville; Orlando; Boca Raton; Tampa; Texas; ArizonaPhiladelphia/D.C.
    
    Philadelphia; Northern Virginia/Washington, D.C.United Kingdom
    
    County of Kent; West Midlands
    9




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FOR THE THREE MONTHS ENDED MARCH 31, 2010
 NortheastLehigh/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Phila-Southeastern
    
    
    Central
    
    
    New
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    delphia/
    
    
    UnitedPA
    
    
    PA
    
    
    Jersey
    
    
    Midwest
    
    
    Mid-Atlantic
    
    
    South
    
    
    D.C.
    
    
    Kingdom
    
    
    TotalOperating revenue
    
    $
    46,429
    
    
    $
    25,703
    
    
    $
    8,213
    
    
    $
    19,498
    
    
    $
    35,427
    
    
    $
    45,909
    
    
    $
    6,973
    
    
    $
    1,035
    
    
    $
    189,187Rental property
expenses and real
estate taxes
    
    
    16,059
    
    
    
    7,269
    
    
    
    3,476
    
    
    
    7,830
    
    
    
    11,162
    
    
    
    15,677
    
    
    
    1,512
    
    
    
    230
    
    
    
    63,215Property level
operating income
    
    $
    30,370
    
    
    $
    18,434
    
    
    $
    4,737
    
    
    $
    11,668
    
    
    $
    24,265
    
    
    $
    30,232
    
    
    $
    5,461
    
    
    $
    805
    
    
    
    125,972Interest and other income
    
    
    2,793Interest expense
    
    
    (38,637
    )General and administrative
    
    
    (14,874
    )Depreciation and amortization
    
    
    (43,006
    )Income before property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
    
    
    32,248Gain on property dispositions
    
    
    768Income taxes
    
    
    (452
    )Equity in earnings of unconsolidated joint ventures
    
    
    394Discontinued operations
    
    
    2,864Net income
    
    $
    35,822
 FOR THE THREE MONTHS ENDED MARCH 31, 2009
 NortheastLehigh/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Phila-Southeastern
    
    
    Central
    
    
    New
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    delphia/
    
    
    UnitedPA
    
    
    PA
    
    
    Jersey
    
    
    Midwest
    
    
    Mid-Atlantic
    
    
    South
    
    
    D.C.
    
    
    Kingdom
    
    
    TotalOperating revenue
    
    $
    46,922
    
    
    $
    25,043
    
    
    $
    7,949
    
    
    $
    20,664
    
    
    $
    33,892
    
    
    $
    44,996
    
    
    $
    4,735
    
    
    $
    1,101
    
    
    $
    185,302Rental property
expenses and real
estate taxes
    
    
    15,630
    
    
    
    7,569
    
    
    
    3,256
    
    
    
    7,577
    
    
    
    10,724
    
    
    
    14,151
    
    
    
    1,180
    
    
    
    230
    
    
    
    60,317Property level
operating income
    
    $
    31,292
    
    
    $
    17,474
    
    
    $
    4,693
    
    
    $
    13,087
    
    
    $
    23,168
    
    
    $
    30,845
    
    
    $
    3,555
    
    
    $
    871
    
    
    
    124,985Interest and other income
    
    
    3,095Debt extinguishment gain
    
    
    529Interest expense
    
    
    (37,201
    )General and administrative
    
    
    (15,556
    )Depreciation and amortization
    
    
    (42,638
    )Income before property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
    
    
    33,214Loss on property dispositions
    
    
    (294
    )Income taxes
    
    
    (217
    )Equity in earnings of unconsolidated joint ventures
    
    
    417Discontinued operations
    
    
    722Net income
    
    $
    33,842
  10




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##### Table of Contents



Note 3: Accounting for the Impairment or Disposal of Long-Lived Assets
   Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Revenues
    
    $
    125
    
    
    $
    5,038Operating expenses
    
    
    (90
    )
    
    
    (1,978
    )Interest expense
    
    
    (13
    )
    
    
    (1,482
    )Depreciation and amortization
    
    
    (20
    )
    
    
    (1,055
    )Income before property dispositions
    
    $
    2
    
    
    $
    523
  Asset Impairment
   Note 4: Noncontrolling interests
  Common units
   11




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##### Table of Contents



Preferred units
  Liquidation
    
    
    Dividend
    
    
    RedeemableIssue
    
    Amount
    
    
    Units
    
    
    Preference
    
    
    Rate
    
    
    As of
    
    
    Exchangeable after(in 000s)Series B
    
    $
    95,000
    
    
    
    3,800
    
    
    $
    25
    
    
    
    7.45
    %
    
    
    8/31/09
    
    
    8/31/13 into Series B Cumulative Redeemable Preferred Shares of the TrustSeries E
    
    $
    20,000
    
    
    
    400
    
    
    $
    50
    
    
    
    7.00
    %
    
    
    6/16/10
    
    
    6/16/15 into Series E Cumulative Redeemable Preferred Shares of the TrustSeries F
    
    $
    50,000
    
    
    
    1,000
    
    
    $
    50
    
    
    
    6.65
    %
    
    
    6/30/10
    
    
    12/12/15 into Series F Cumulative Redeemable Preferred Shares of the TrustSeries G
    
    $
    27,000
    
    
    
    540
    
    
    $
    50
    
    
    
    6.70
    %
    
    
    12/15/11
    
    
    12/15/16 into Series G Cumulative Redeemable Preferred Shares of the TrustSeries H
    
    $
    100,000
    
    
    
    4,000
    
    
    $
    25
    
    
    
    7.40
    %
    
    
    8/21/12
    
    
    8/21/17 into Series H Cumulative Redeemable Preferred Shares of the Trust
  Note 5: Disclosure of Fair Value of Financial Instruments
    12




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##### Table of Contents



Note 6: Recently Issued Accounting Standards
  Note 7: Supplemental Disclosure to Statements of Cash Flows
  Non-cash activity
    
    2010
    
    
    2009Write-off of fully depreciated property and deferred costs
    
    $
    5,518
    
    
    $
    881
 Note 8: Subsequent Events
   13




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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
 (In thousands, except unit amounts)
 March 31, 2010
    
    
    December 31, 2009(Unaudited)ASSETSReal estate:Land and land improvements
    
    $
    849,403
    
    
    $
    850,559Building and improvements
    
    
    4,318,266
    
    
    
    4,289,932Less accumulated depreciation
    
    
    (1,005,744
    )
    
    
    (973,624
    )Operating real estate
    
    
    4,161,925
    
    
    
    4,166,867Development in progress
    
    
    46,961
    
    
    
    66,714Land held for development
    
    
    216,307
    
    
    
    218,633Net real estate
    
    
    4,425,193
    
    
    
    4,452,214Cash and cash equivalents
    
    
    141,535
    
    
    
    237,446Restricted cash
    
    
    38,118
    
    
    
    42,232Accounts receivable
    
    
    8,890
    
    
    
    6,057Deferred rent receivable
    
    
    99,196
    
    
    
    95,527Deferred financing and leasing costs, net of accumulated
amortization (2010, $141,257; 2009, $133,429)
    
    
    130,969
    
    
    
    134,309Investments in and advances to unconsolidated joint ventures
    
    
    173,944
    
    
    
    175,584Prepaid expenses and other assets
    
    
    61,529
    
    
    
    85,574Total assets
    
    $
    5,079,374
    
    
    $
    5,228,943LIABILITIESMortgage loans
    
    $
    472,681
    
    
    $
    473,993Unsecured notes
    
    
    1,842,882
    
    
    
    1,842,882Credit facility
    
    
    35,000
    
    
    
    140,000Accounts payable
    
    
    31,560
    
    
    
    31,195Accrued interest
    
    
    27,721
    
    
    
    31,251Distributions payable
    
    
    55,573
    
    
    
    55,402Other liabilities
    
    
    151,886
    
    
    
    171,051Total liabilities
    
    
    2,617,303
    
    
    
    2,745,774OWNERS EQUITYGeneral partners equity  common units, 114,302,885 and
113,875,211 units outstanding as of March 31, 2010 and
December 31, 2009, respectively
    
    
    2,103,587
    
    
    
    2,122,295Limited partners equity  3,943,224 and 4,011,354 common units
outstanding as of March 31, 2010 and December 31, 2009,
respectively
    
    
    69,916
    
    
    
    72,294 9,740,000 preferred units outstanding as of
March 31, 2010 and December 31, 2009
    
    
    287,959
    
    
    
    287,959Noncontrolling interest  consolidated joint ventures
    
    
    609
    
    
    
    621Total owners equity
    
    
    2,462,071
    
    
    
    2,483,169Total liabilities and owners equity
    
    $
    5,079,374
    
    
    $
    5,228,943
   14




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
 (Unaudited and in thousands, except per unit amounts)
 Three Months EndedMarch 31, 2010
    
    
    March 31, 2009OPERATING REVENUERental
    
    $
    130,282
    
    
    $
    127,902Operating expense reimbursement
    
    
    58,905
    
    
    
    57,400Total operating revenue
    
    
    189,187
    
    
    
    185,302OPERATING EXPENSERental property
    
    
    40,664
    
    
    
    38,500Real estate taxes
    
    
    22,551
    
    
    
    21,817General and administrative
    
    
    14,874
    
    
    
    15,556Depreciation and amortization
    
    
    43,006
    
    
    
    42,638Total operating expenses
    
    
    121,095
    
    
    
    118,511Operating income
    
    
    68,092
    
    
    
    66,791OTHER INCOME (EXPENSE)Interest and other income
    
    
    2,793
    
    
    
    3,095Debt extinguishment gain
    
    
    
    
    
    
    529Interest expense
    
    
    (38,637
    )
    
    
    (37,201
    )Total other income (expense)
    
    
    (35,844
    )
    
    
    (33,577
    )Income before property dispositions, income taxes and
equity in earnings of unconsolidated joint ventures
    
    
    32,248
    
    
    
    33,214Gain (loss) on property dispositions
    
    
    768
    
    
    
    (294
    )Income taxes
    
    
    (452
    )
    
    
    (217
    )Equity in earnings of unconsolidated joint ventures
    
    
    394
    
    
    
    417Income from continuing operations
    
    
    32,958
    
    
    
    33,120Discontinued operations (including net gain on
property dispositions of $2,862 and $199 for the
three months ended March 31, 2010 and 2009,
respectively)
    
    
    2,864
    
    
    
    722Net income
    
    
    35,822
    
    
    
    33,842Noncontrolling interest  consolidated joint ventures
    
    
    12
    
    
    
    364Preferred unit distributions
    
    
    (5,253
    )
    
    
    (5,253
    )Income available to common unitholders
    
    $
    30,581
    
    
    $
    28,953Earnings per common unitBasic:Income from continuing operations
    
    $
    0.24
    
    
    $
    0.27Income from discontinued operations
    
    
    0.02
    
    
    
    0.01Income per common unit  basic
    
    $
    0.26
    
    
    $
    0.28Diluted:Income from continuing operations
    
    $
    0.24
    
    
    $
    0.27Income from discontinued operations
    
    
    0.02
    
    
    
    0.01Income per common unit  diluted
    
    $
    0.26
    
    
    $
    0.28Distributions per common unit
    
    $
    0.475
    
    
    $
    0.475Weighted average number of common units outstandingBasic
    
    
    116,302
    
    
    
    104,702Diluted
    
    
    116,916
    
    
    
    104,981Net income allocated to general partners
    
    $
    29,551
    
    
    $
    27,889Net income allocated to limited partners
    
    
    6,283
    
    
    
    6,317
   15




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENT OF OWNERS EQUITY OF 
LIBERTY PROPERTY LIMITED PARTNERSHIP
 (UNAUDITED AND IN THOUSANDS)
 Limited
    
    
    LimitedPartners
    
    
    Partners
    
    
    NoncontrollingGeneral
    
    
    Equity -
    
    
    Equity -
    
    
    Interest -
    
    
    TotalPartners
    
    
    Common
    
    
    Preferred
    
    
    Consolidated
    
    
    OwnersEquity
    
    
    Units
    
    
    Units
    
    
    Joint Ventures
    
    
    EquityBalance at January 1, 2010
    
    $
    2,122,295
    
    
    $
    72,294
    
    
    $
    287,959
    
    
    $
    621
    
    
    $
    2,483,169Contributions from partners
    
    
    8,687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,687Distributions to partners
    
    
    (53,699
    )
    
    
    (2,025
    )
    
    
    (5,253
    )
    
    
    
    
    
    
    (60,977
    )Foreign currency translation adjustment
    
    
    (4,474
    )
    
    
    (156
    )
    
    
    
    
    
    
    
    
    
    
    (4,630
    )Net income
    
    
    29,551
    
    
    
    1,030
    
    
    
    5,253
    
    
    
    (12
    )
    
    
    35,822Redemption of limited partners common units for common shares
    
    
    1,227
    
    
    
    (1,227
    )
    
    
    
    
    
    
    
    
    
    
    Balance at March 31, 2010
    
    $
    2,103,587
    
    
    $
    69,916
    
    
    $
    287,959
    
    
    $
    609
    
    
    $
    2,462,071
   16




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
 (Unaudited and in thousands)
 Three Months EndedMarch 31, 2010
    
    
    March 31, 2009OPERATING ACTIVITIESNet income
    
    $
    35,822
    
    
    $
    33,842Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    42,986
    
    
    
    43,491Amortization of deferred financing costs
    
    
    1,271
    
    
    
    1,182Debt extinguishment gain
    
    
    
    
    
    
    (529
    )Equity in earnings of unconsolidated joint ventures
    
    
    (394
    )
    
    
    (417
    )Distributions from unconsolidated joint ventures
    
    
    
    
    
    
    501Gain on property dispositions
    
    
    (3,630
    )
    
    
    95Noncash compensation
    
    
    5,853
    
    
    
    7,252Changes in operating assets and liabilities:Restricted cash
    
    
    3,401
    
    
    
    11,256Accounts receivable
    
    
    (2,840
    )
    
    
    6,357Deferred rent receivable
    
    
    (3,765
    )
    
    
    (2,950
    )Prepaid expenses and other assets
    
    
    (240
    )
    
    
    2,543Accounts payable
    
    
    495
    
    
    
    7,634Accrued interest
    
    
    (3,530
    )
    
    
    11Other liabilities
    
    
    (12,031
    )
    
    
    (5,230
    )Net cash provided by operating activities
    
    
    63,398
    
    
    
    105,038INVESTING ACTIVITIESInvestment in properties
    
    
    (18,966
    )
    
    
    (15,566
    )Investments in and advances to unconsolidated joint ventures
    
    
    (172
    )
    
    
    (125
    )Distributions from unconsolidated joint ventures
    
    
    1,586
    
    
    
    13,347Net proceeds from disposition of properties/land
    
    
    9,622
    
    
    
    44,353Net proceeds from grant receivable/escrow
    
    
    22,759
    
    
    
    Investment in development in progress
    
    
    (3,443
    )
    
    
    (27,771
    )Investment in land held for development
    
    
    (732
    )
    
    
    (7,054
    )Investment in deferred leasing costs
    
    
    (2,997
    )
    
    
    (5,724
    )Net cash provided by investing activities
    
    
    7,657
    
    
    
    1,460FINANCING ACTIVITIESRepayments of unsecured notes
    
    
    
    
    
    
    (38,306
    )Proceeds from mortgage loans
    
    
    285
    
    
    
    317,424Repayments of mortgage loans
    
    
    (1,596
    )
    
    
    (40,543
    )Proceeds from credit facility
    
    
    
    
    
    
    33,500Repayments on credit facility
    
    
    (105,000
    )
    
    
    (293,500
    )Increase in deferred financing costs
    
    
    (4
    )
    
    
    (4,734
    )Capital contributions
    
    
    2,862
    
    
    
    94,508Distributions to partners
    
    
    (60,833
    )
    
    
    (54,265
    )Net cash (used in) provided by financing activities
    
    
    (164,286
    )
    
    
    14,084Net (decrease) increase in cash and cash equivalents
    
    
    (93,231
    )
    
    
    120,582Decrease in cash and cash equivalents related to foreign currency
translation
    
    
    (2,680
    )
    
    
    (529
    )Cash and cash equivalents at beginning of period
    
    
    237,446
    
    
    
    15,794Cash and cash equivalents at end of period
    
    $
    141,535
    
    
    $
    135,847
   17




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##### Table of Contents



Liberty Property Limited Partnership
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 March 31, 2010
 Note 1: Organization and Basis of Presentation
 Organization
  Basis of Presentation
   18




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##### Table of Contents



Income per Common Unit
  For the Three Months Ended March 31, 2010
    
    
    For the Three Months Ended March 31, 2009Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedIncome
    
    
    Average Units
    
    
    
    
    
    
    Income
    
    
    Average Units(Numerator)
    
    
    (Denominator)
    
    
    Per Unit
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per UnitIncome from continuing operations net of
noncontrolling interest
    
    $
    32,970
    
    
    
    
    
    
    
    
    
    
    $
    33,484Less: Preferred unit distributions
    
    
    (5,253
    )
    
    
    
    
    
    
    
    
    
    
    (5,253
    )Basic income from continuing operationsIncome from continuing operations available to common unitholders
    
    
    27,717
    
    
    
    116,302
    
    
    $
    0.24
    
    
    
    28,231
    
    
    
    104,702
    
    
    $
    0.27Dilutive units for long-term compensation plans
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    279Diluted income from continuing operationsIncome from continuing operations available to common unitholders and assumed conversions
    
    
    27,717
    
    
    
    116,916
    
    
    $
    0.24
    
    
    
    _28,231
    
    
    
    104,981
    
    
    $
    0.27Basic income from discontinued operationsDiscontinued operations
    
    
    2,864
    
    
    
    116,302
    
    
    $
    0.02
    
    
    
    722
    
    
    
    104,702
    
    
    $
    0.01Dilutive units for long-term compensation plans
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    279Diluted income from discontinued operationsDiscontinued operations
    
    
    2,864
    
    
    
    116,916
    
    
    $
    0.02
    
    
    
    722
    
    
    
    104,981
    
    
    $
    0.01Basic income per common unitIncome available to common unitholders
    
    
    30,581
    
    
    
    116,302
    
    
    $
    0.26
    
    
    
    28,953
    
    
    
    104,702
    
    
    $
    0.28Diluted units for long-term compensation plans
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    279Diluted income per common unitIncome available to common unitholders and assumed conversions
    
    $
    30,581
    
    
    
    116,916
    
    
    $
    0.26
    
    
    $
    28,953
    
    
    
    104,981
    
    
    $
    0.28
  19




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##### Table of Contents



Foreign Currency Translation
  Note 2: Segment Information
  Reportable Segments
    
    MarketsNortheast
    
    Southeastern PA; Lehigh/Central PA; New JerseyMidwest
    
    Minnesota; Milwaukee; ChicagoMid-Atlantic
    
    Maryland; Carolinas; Richmond; Virginia BeachSouth
    
    Jacksonville; Orlando; Boca Raton; Tampa; Texas; ArizonaPhiladelphia/D.C.
    
    Philadelphia; Northern Virginia/Washington, D.C.United Kingdom
    
    County of Kent; West Midlands
    20




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##### Table of Contents



FOR THE THREE MONTHS ENDED MARCH 31, 2010
 NortheastLehigh/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Phila-Southeastern
    
    
    Central
    
    
    New
    
    
    
    
    
    
    Mid-
    
    
    
    
    
    
    delphia/
    
    
    UnitedPA
    
    
    PA
    
    
    Jersey
    
    
    Midwest
    
    
    Atlantic
    
    
    South
    
    
    D.C.
    
    
    Kingdom
    
    
    TotalOperating revenue
    
    $
    46,429
    
    
    $
    25,703
    
    
    $
    8,213
    
    
    $
    19,498
    
    
    $
    35,427
    
    
    $
    45,909
    
    
    $
    6,973
    
    
    $
    1,035
    
    
    $
    189,187Rental property
expenses and real
estate taxes
    
    
    16,059
    
    
    
    7,269
    
    
    
    3,476
    
    
    
    7,830
    
    
    
    11,162
    
    
    
    15,677
    
    
    
    1,512
    
    
    
    230
    
    
    
    63,215Property level
operating income
    
    $
    30,370
    
    
    $
    18,434
    
    
    $
    4,737
    
    
    $
    11,668
    
    
    $
    24,265
    
    
    $
    30,232
    
    
    $
    5,461
    
    
    $
    805
    
    
    
    125,972Interest and other income
    
    
    2,793Interest expense
    
    
    (38,637
    )General and administrative
    
    
    (14,874
    )Depreciation and amortization
    
    
    (43,006
    )Income before property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
    
    
    32,248Gain on property dispositions
    
    
    768Income taxes
    
    
    (452
    )Equity in earnings of unconsolidated joint ventures
    
    
    394Discontinued operations
    
    
    2,864Net income
    
    $
    35,822
 FOR THE THREE MONTHS ENDED MARCH 31, 2009
 NortheastLehigh/
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Phila-Southeastern
    
    
    Central
    
    
    New
    
    
    
    
    
    
    Mid-
    
    
    
    
    
    
    delphia/
    
    
    UnitedPA
    
    
    PA
    
    
    Jersey
    
    
    Midwest
    
    
    Atlantic
    
    
    South
    
    
    D.C.
    
    
    Kingdom
    
    
    TotalOperating revenue
    
    $
    46,922
    
    
    $
    25,043
    
    
    $
    7,949
    
    
    $
    20,664
    
    
    $
    33,892
    
    
    $
    44,996
    
    
    $
    4,735
    
    
    $
    1,101
    
    
    $
    185,302Rental property expenses and
real estate taxes
    
    
    15,630
    
    
    
    7,569
    
    
    
    3,256
    
    
    
    7,577
    
    
    
    10,724
    
    
    
    14,151
    
    
    
    1,180
    
    
    
    230
    
    
    
    60,317Property level operating income
    
    $
    31,292
    
    
    $
    17,474
    
    
    $
    4,693
    
    
    $
    13,087
    
    
    $
    23,168
    
    
    $
    30,845
    
    
    $
    3,555
    
    
    $
    871
    
    
    
    124,985Interest and other income
    
    
    3,095Debt extinguishment gain
    
    
    529Interest expense
    
    
    (37,201
    )General and administrative
    
    
    (15,556
    )Depreciation and amortization
    
    
    (42,638
    )Income before property dispositions, income taxes and equity in earnings of unconsolidated joint ventures
    
    
    33,214Loss on property dispositions
    
    
    (294
    )Income taxes
    
    
    (217
    )Equity in earnings of unconsolidated joint ventures
    
    
    417Discontinued operations
    
    
    722Net income
    
    $
    33,842
  21




---



##### Table of Contents



Note 3: Accounting for the Impairment or Disposal of Long-Lived Assets
   Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Revenues
    
    $
    125
    
    
    $
    5,038Operating expenses
    
    
    (90
    )
    
    
    (1,978
    )Interest expense
    
    
    (13
    )
    
    
    (1,482
    )Depreciation and amortization
    
    
    (20
    )
    
    
    (1,055
    )Income before property dispositions
    
    $
    2
    
    
    $
    523
  Asset Impairment
   Note 4: Limited partners equity
 Common units
   22




---



##### Table of Contents



Preferred units
  Liquidation
    
    
    Dividend
    
    
    RedeemableIssue
    
    Amount
    
    
    Units
    
    
    Preference
    
    
    Rate
    
    
    As of
    
    
    Exchangeable after(in 000s)Series B
    
    $
    95,000
    
    
    
    3,800
    
    
    $
    25
    
    
    
    7.45
    %
    
    
    8/31/09
    
    
    8/31/13 into Series B Cumulative Redeemable Preferred Shares of the TrustSeries E
    
    $
    20,000
    
    
    
    400
    
    
    $
    50
    
    
    
    7.00
    %
    
    
    6/16/10
    
    
    6/16/15 into Series E Cumulative Redeemable Preferred Shares of the TrustSeries F
    
    $
    50,000
    
    
    
    1,000
    
    
    $
    50
    
    
    
    6.65
    %
    
    
    6/30/10
    
    
    12/12/15 into Series F Cumulative Redeemable Preferred Shares of the TrustSeries G
    
    $
    27,000
    
    
    
    540
    
    
    $
    50
    
    
    
    6.70
    %
    
    
    12/15/11
    
    
    12/15/16 into Series G Cumulative Redeemable Preferred Shares of the TrustSeries H
    
    $
    100,000
    
    
    
    4,000
    
    
    $
    25
    
    
    
    7.40
    %
    
    
    8/21/12
    
    
    8/21/17 into Series H Cumulative Redeemable Preferred Shares of the Trust
  Note 5: Disclosure of Fair Value of Financial Instruments
    23




---



##### Table of Contents



Note 6: Recently Issued Accounting Standards
  Note 7: Supplemental Disclosure to Statements of Cash Flows
  Non-cash activity
    
    2010
    
    
    2009Write-off of fully depreciated property and deferred costs
    
    $
    5,518
    
    
    $
    881
 Note 8: Subsequent Events
   24




---



##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 OVERVIEW
      WHOLLY OWNED CAPITAL ACTIVITY
 Acquisitions
   25




---



##### Table of Contents



Dispositions
  Development
   JOINT VENTURE CAPITAL ACTIVITY
  Acquisitions
  Dispositions
  Development
   26




---



##### Table of Contents



PROPERTIES IN OPERATION
  Net RentPer Square Foot
    
    
    Total Square Feet
    
    
    Percent OccupiedMarch 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Wholly Owned Properties in Operation:Industrial-Distribution
    
    $
    4.38
    
    
    $
    4.52
    
    
    
    31,572
    
    
    
    30,706
    
    
    
    87.9
    %
    
    
    87.9
    %Industrial-Flex
    
    $
    9.14
    
    
    $
    9.27
    
    
    
    11,266
    
    
    
    11,520
    
    
    
    88.2
    %
    
    
    88.7
    %Office
    
    $
    14.26
    
    
    $
    14.18
    
    
    
    21,562
    
    
    
    21,367
    
    
    
    90.0
    %
    
    
    93.0
    %$
    8.57
    
    
    $
    8.74
    
    
    
    64,400
    
    
    
    63,593
    
    
    
    88.7
    %
    
    
    89.7
    %Joint Venture Properties in Operation:Industrial-Distribution
    
    $
    3.98
    
    
    $
    4.23
    
    
    
    9,041
    
    
    
    8,316
    
    
    
    84.3
    %
    
    
    93.0
    %Industrial-Flex
    
    $
    22.57
    
    
    $
    24.70
    
    
    
    171
    
    
    
    171
    
    
    
    84.8
    %
    
    
    86.5
    %Office
    
    $
    23.65
    
    
    $
    23.86
    
    
    
    4,574
    
    
    
    4,582
    
    
    
    89.5
    %
    
    
    89.9
    %$
    11.00
    
    
    $
    11.22
    
    
    
    13,786
    
    
    
    13,069
    
    
    
    86.0
    %
    
    
    91.8
    %Properties in Operation:Industrial-Distribution
    
    $
    4.29
    
    
    $
    4.46
    
    
    
    40,613
    
    
    
    39,022
    
    
    
    87.1
    %
    
    
    88.9
    %Industrial-Flex
    
    $
    9.34
    
    
    $
    9.49
    
    
    
    11,437
    
    
    
    11,691
    
    
    
    88.2
    %
    
    
    88.7
    %Office
    
    $
    15.90
    
    
    $
    15.84
    
    
    
    26,136
    
    
    
    25,949
    
    
    
    89.9
    %
    
    
    92.5
    %$
    8.99
    
    
    $
    9.17
    
    
    
    78,186
    
    
    
    76,662
    
    
    
    88.2
    %
    
    
    90.1
    %
  Forward-Looking Statements
  Critical Accounting Policies and Estimates
   27




---



##### Table of Contents



Results of Operations
   Comparison of Three Months Ended March 31, 2010 to Three Months Ended March 31, 2009
 Overview
   Segments
  Property Level Operating Income:
 Three Months      Ended
    
    
    PercentageMarch 31,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)Northeast Southeastern PA
    
    $
    30,370
    
    
    $
    31,292
    
    
    
    (2.9
    %) Lehigh/Central PA
    
    
    18,434
    
    
    
    17,474
    
    
    
    5.5
    %(1) New Jersey
    
    
    4,737
    
    
    
    4,693
    
    
    
    0.9
    %Midwest
    
    
    11,668
    
    
    
    13,087
    
    
    
    (10.8
    %)(2)Mid-Atlantic
    
    
    24,265
    
    
    
    23,168
    
    
    
    4.7
    %South
    
    
    30,232
    
    
    
    30,845
    
    
    
    (2.0
    %)Philadelphia/D.C.
    
    
    5,461
    
    
    
    3,555
    
    
    
    53.6
    %(3)United Kingdom
    
    
    805
    
    
    
    871
    
    
    
    (7.6
    %)Total property
level operating
income
    
    $
    125,972
    
    
    $
    124,985
    
    
    
    0.8
    %
 (1)
    
    The change was primarily due to an increase in average gross investment in
operating real estate and an increase in rental rates. This increase was partially
offset by a decrease in occupancy in 2010.(2)
    
    The change was primarily due to a decrease in occupancy. This decrease was
partially offset by an increase in average gross investment in operating real estate
and an increase in rental rates in 2010.(3)
    
    The change was primarily due to an increase in average gross investment in
operating real estate, an increase in occupancy, and an increase in rental rates.  28




---



##### Table of Contents



Same Store
     29




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##### Table of Contents



Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Same Store:Rental revenue
    
    $
    122,669
    
    
    $
    126,473Operating expenses:Rental property expense
    
    
    39,803
    
    
    
    39,145Real estate taxes
    
    
    21,279
    
    
    
    20,966Operating expense recovery
    
    
    (57,266
    )
    
    
    (56,992
    )Unrecovered operating expenses
    
    
    3,816
    
    
    
    3,119Property level operating income
    
    
    118,853
    
    
    
    123,354Less straight line rent
    
    
    1,922
    
    
    
    3,701Cash basis property level operating income
    
    $
    116,931
    
    
    $
    119,653Reconciliation of non-GAAP financial measure  Same Store:Cash basis property level operating income
    
    $
    116,931
    
    
    $
    119,653Straight line rent
    
    
    1,922
    
    
    
    3,701Same store property level operating income
    
    
    118,853
    
    
    
    123,354Property level operating income  properties purchased or
developed subsequent to January 1, 2009
    
    
    5,361
    
    
    
    1,331Termination fees
    
    
    1,758
    
    
    
    300Property level operating income
    
    
    125,972
    
    
    
    124,985General and administrative expense
    
    
    (14,874
    )
    
    
    (15,556
    )Depreciation and amortization expense
    
    
    (43,006
    )
    
    
    (42,638
    )Other income (expense)
    
    
    (35,844
    )
    
    
    (33,577
    )Gain (loss) on property dispositions
    
    
    768
    
    
    
    (294
    )Income taxes
    
    
    (452
    )
    
    
    (217
    )Equity in earnings of unconsolidated joint ventures
    
    
    394
    
    
    
    417Discontinued operations
    
    
    2,864
    
    
    
    722Net income
    
    $
    35,822
    
    
    $
    33,842
 General and Administrative
  Depreciation and Amortization
  Interest Expense
    30




---



##### Table of Contents



Other
     Liquidity and Capital Resources
 Overview
  Activity
     31




---



##### Table of Contents



32




---



##### Table of Contents



MORTGAGES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WEIGHTEDPRINCIPAL
    
    
    PRINCIPAL
    
    
    UNSECURED
    
    
    CREDIT
    
    
    
    
    
    
    AVERAGEAMORTIZATION
    
    
    MATURITIES
    
    
    NOTES
    
    
    FACILITY
    
    
    TOTAL
    
    
    INTEREST RATE2010 (9 months)
    
    $
    4,874
    
    
    $
    4,736
    
    
    $
    169,739
    
    
    $
    
    
    
    $
    179,349
    
    
    
    8.35
    %2011
    
    
    6,822
    
    
    
    10,511
    
    
    
    246,500
    
    
    
    35,000
    
    
    
    298,833
    
    
    
    6.40
    %2012
    
    
    4,715
    
    
    
    190,579
    (1)
    
    
    230,100
    
    
    
    
    
    
    
    425,394
    
    
    
    6.65
    %2013
    
    
    3,934
    
    
    
    4,510
    
    
    
    
    
    
    
    
    
    
    
    8,444
    
    
    
    5.79
    %2014
    
    
    4,366
    
    
    
    2,684
    
    
    
    200,000
    
    
    
    
    
    
    
    207,050
    
    
    
    5.67
    %2015
    
    
    3,932
    
    
    
    44,469
    
    
    
    300,000
    
    
    
    
    
    
    
    348,401
    
    
    
    5.25
    %2016
    
    
    2,461
    
    
    
    182,318
    
    
    
    300,000
    
    
    
    
    
    
    
    484,779
    
    
    
    6.11
    %2017
    
    
    1,770
    
    
    
    
    
    
    
    296,543
    
    
    
    
    
    
    
    298,313
    
    
    
    6.62
    %2018 & thereafter
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    7.50
    %$
    32,874
    
    
    $
    439,807
    
    
    $
    1,842,882
    
    
    $
    35,000
    
    
    $
    2,350,563
    
    
    
    6.38
    %
 (1)
    
    There are two one  year extensions for $160,456 of mortgages. General
   33




---



##### Table of Contents



Industrial-
    
    
    Industrial-Distribution
    
    
    Flex
    
    
    Office
    
    
    TotalWholly Owned Properties
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annualin Operation:
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent2010 (9 months)
    
    
    1,855
    
    
    $
    8,084
    
    
    
    1,048
    
    
    $
    9,599
    
    
    
    1,556
    
    
    $
    19,970
    
    
    
    4,459
    
    
    $
    37,6532011
    
    
    2,958
    
    
    
    13,179
    
    
    
    1,333
    
    
    
    11,977
    
    
    
    1,916
    
    
    
    26,852
    
    
    
    6,207
    
    
    
    52,0082012
    
    
    4,842
    
    
    
    22,489
    
    
    
    1,704
    
    
    
    15,813
    
    
    
    2,358
    
    
    
    39,254
    
    
    
    8,904
    
    
    
    77,5562013
    
    
    2,730
    
    
    
    13,225
    
    
    
    1,558
    
    
    
    15,285
    
    
    
    2,457
    
    
    
    40,330
    
    
    
    6,745
    
    
    
    68,8402014
    
    
    2,608
    
    
    
    13,391
    
    
    
    999
    
    
    
    10,457
    
    
    
    2,768
    
    
    
    43,069
    
    
    
    6,375
    
    
    
    66,9172015
    
    
    3,934
    
    
    
    18,161
    
    
    
    959
    
    
    
    10,036
    
    
    
    2,499
    
    
    
    35,767
    
    
    
    7,392
    
    
    
    63,964Thereafter
    
    
    8,810
    
    
    
    55,583
    
    
    
    2,340
    
    
    
    27,996
    
    
    
    5,859
    
    
    
    112,787
    
    
    
    17,009
    
    
    
    196,366TOTAL
    
    
    27,737
    
    
    $
    144,112
    
    
    
    9,941
    
    
    $
    101,163
    
    
    
    19,413
    
    
    $
    318,029
    
    
    
    57,091
    
    
    $
    563,304Industrial-
    
    
    Industrial-Distribution
    
    
    Flex
    
    
    Office
    
    
    TotalJoint Venture Properties
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annualin Operation:
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent2010 (9 months)
    
    
    269
    
    
    $
    1,065
    
    
    
    5
    
    
    $
    140
    
    
    
    275
    
    
    $
    6,020
    
    
    
    549
    
    
    $
    7,2252011
    
    
    1,085
    
    
    
    4,120
    
    
    
    11
    
    
    
    286
    
    
    
    461
    
    
    
    11,381
    
    
    
    1,557
    
    
    
    15,7872012
    
    
    356
    
    
    
    1,614
    
    
    
    63
    
    
    
    1,621
    
    
    
    182
    
    
    
    4,404
    
    
    
    601
    
    
    
    7,6392013
    
    
    896
    
    
    
    3,465
    
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    3,500
    
    
    
    1,038
    
    
    
    6,9652014
    
    
    1,125
    
    
    
    5,194
    
    
    
    25
    
    
    
    684
    
    
    
    394
    
    
    
    10,548
    
    
    
    1,544
    
    
    
    16,4262015
    
    
    992
    
    
    
    4,615
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    4,584
    
    
    
    1,188
    
    
    
    9,199Thereafter
    
    
    2,899
    
    
    
    15,494
    
    
    
    41
    
    
    
    1,090
    
    
    
    2,445
    
    
    
    78,036
    
    
    
    5,385
    
    
    
    94,620TOTAL
    
    
    7,622
    
    
    $
    35,567
    
    
    
    145
    
    
    $
    3,821
    
    
    
    4,095
    
    
    $
    118,473
    
    
    
    11,862
    
    
    $
    157,861Industrial-
    
    
    Industrial-Distribution
    
    
    Flex
    
    
    Office
    
    
    TotalProperties
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annualin Operation:
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent2010 (9 months)
    
    
    2,124
    
    
    $
    9,149
    
    
    
    1,053
    
    
    $
    9,739
    
    
    
    1,831
    
    
    $
    25,990
    
    
    
    5,008
    
    
    $
    44,8782011
    
    
    4,043
    
    
    
    17,299
    
    
    
    1,344
    
    
    
    12,263
    
    
    
    2,377
    
    
    
    38,233
    
    
    
    7,764
    
    
    
    67,7952012
    
    
    5,198
    
    
    
    24,103
    
    
    
    1,767
    
    
    
    17,434
    
    
    
    2,540
    
    
    
    43,658
    
    
    
    9,505
    
    
    
    85,1952013
    
    
    3,626
    
    
    
    16,690
    
    
    
    1,558
    
    
    
    15,285
    
    
    
    2,599
    
    
    
    43,830
    
    
    
    7,783
    
    
    
    75,8052014
    
    
    3,733
    
    
    
    18,585
    
    
    
    1,024
    
    
    
    11,141
    
    
    
    3,162
    
    
    
    53,617
    
    
    
    7,919
    
    
    
    83,3432015
    
    
    4,926
    
    
    
    22,776
    
    
    
    959
    
    
    
    10,036
    
    
    
    2,695
    
    
    
    40,351
    
    
    
    8,580
    
    
    
    73,163Thereafter
    
    
    11,709
    
    
    
    71,077
    
    
    
    2,381
    
    
    
    29,086
    
    
    
    8,304
    
    
    
    190,823
    
    
    
    22,394
    
    
    
    290,986TOTAL
    
    
    35,359
    
    
    $
    179,679
    
    
    
    10,086
    
    
    $
    104,984
    
    
    
    23,508
    
    
    $
    436,502
    
    
    
    68,953
    
    
    $
    721,165
  34




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##### Table of Contents



Square FeetScheduled
    
    Industrial-
    
    
    Industrial
    
    
    
    
    
    
    
    
    
    
    Percent
    
    
    TotalIn-Service Date
    
    Distribution
    
    
    - Flex
    
    
    Office
    
    
    Total
    
    
    Leased
    
    
    InvestmentWholly Owned
Properties under
Development
    
    2nd Quarter 2010
    
    
    
    
    
    
    
    
    
    
    211,236
    
    
    
    211,236
    
    
    
    98.8
    %
    
    $
    45,8303rd Quarter 2010
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    75,000
    
    
    
    100.0
    %
    
    
    12,394TOTAL
    
    
    
    
    
    
    
    
    
    
    286,236
    
    
    
    286,236
    
    
    
    99.1
    %
    
    $
    58,224Joint Venture
Properties under
Development
    
    2nd Quarter 2010
    
    
    463,636
    
    
    
    
    
    
    
    
    
    
    
    463,636
    
    
    
    
    
    
    $
    25,0753rd Quarter 2010
    
    
    
    
    
    
    
    
    
    
    176,058
    
    
    
    176,058
    
    
    
    39.9
    %
    
    
    135,041TOTAL
    
    
    463,636
    
    
    
    
    
    
    
    176,058
    
    
    
    639,694
    
    
    
    11.0
    %
    
    $
    160,116Total Properties
under Development
    
    TOTAL
    
    
    463,636
    
    
    
    
    
    
    
    462,294
    
    
    
    925,930
    
    
    
    38.2
    %
    
    $
    218,340
  Calculation of Funds from Operations
   35




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##### Table of Contents



Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Reconciliation of net income to FFO  basicNet Income available to common shareholders
    
    $
    29,551
    
    
    $
    27,889Basic  Income available to common shareholders
    
    
    29,551
    
    
    
    27,889Basic  income available to common shareholders per
weighted average share
    
    $
    0.26
    
    
    $
    0.28Adjustments:Depreciation and amortization of unconsolidated joint
ventures
    
    
    4,059
    
    
    
    3,990Depreciation and amortization
    
    
    42,449
    
    
    
    43,022Gain on property dispositions
    
    
    (2,664
    )
    
    
    (308
    )Noncontrolling interest share in addback for depreciation
and amortization and gain on property dispositions
    
    
    (1,478
    )
    
    
    (1,737
    )Funds from operations available to common
shareholders  basic
    
    $
    71,917
    
    
    $
    72,856Basic Funds from operations available to common
shareholders per weighted average share
    
    $
    0.64
    
    
    $
    0.72Reconciliation of net income to FFO  diluted:Net Income
    
    $
    29,551
    
    
    $
    27,889Diluted  income available to common shareholders
    
    
    29,551
    
    
    
    27,889Diluted  income available to common shareholders per
weighted average share
    
    $
    0.26
    
    
    $
    0.28Adjustments:Depreciation and amortization of unconsolidated joint
ventures
    
    
    4,059
    
    
    
    3,990Depreciation and amortization
    
    
    42,449
    
    
    
    43,022Gain on property dispositions
    
    
    (2,664
    )
    
    
    (308
    )Noncontrolling interest less preferred share distributions
    
    
    1,030
    
    
    
    1,064Funds from operations available to common shareholders 
diluted
    
    $
    74,425
    
    
    $
    75,657Diluted Funds from operations available to common
shareholders per weighted average share
    
    $
    0.64
    
    
    $
    0.72Reconciliation of weighted average shares:Weighted average common shares  all basic calculations
    
    
    112,341
    
    
    
    100,681Dilutive shares for long term compensation plans
    
    
    614
    
    
    
    279Diluted shares for net income calculations
    
    
    112,955
    
    
    
    100,960Weighted average common units
    
    
    3,961
    
    
    
    4,021Diluted shares for Funds from operations calculations
    
    
    116,916
    
    
    
    104,981
  36




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##### Table of Contents



Inflation
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
   37




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
 The Company has been substituted for Republic Property Trust, a Maryland real estate
investment trust, and Republic Property Limited Partnership, a Delaware limited
partnership, (together, Republic) as a party to certain litigation as a result of
the Companys acquisition of Republic on October 4, 2007.
 The litigation is described in the Companys 2009 Annual Report on Form 10-K. There
were no material developments in this litigation during the three months ended March
31, 2010.
 While management currently believes that resolving these matters will not have a
material adverse impact on our financial position, our results of operations or our
cash flows, the litigation noted above is subject to inherent uncertainties and
managements view of these matters may change in the future. Were an unfavorable
final outcome to occur, there exists the possibility of a material adverse impact on
our financial position and the results of operations for the period in which the
effect becomes capable of being reasonably estimated.
 
 Item 1A.
    
    Risk Factors
 There have been no material changes to the risk factors disclosed in Item 1A of
Part 1 Risk Factors, in our Form 10-K for the year ended December 31, 2009.
 
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 In January and February, 2010, individuals acquired a total of 68,130 common shares of
beneficial interest of Liberty Property Trust in exchange for the same number of units
of limited partnership interests in Liberty Property Limited Partnership. These
individuals acquired these units of limited partnership interests in connection with
their contribution to the Operating Partnership of certain assets in 1994 and 1995.
The exchange of common shares of beneficial interest for the units of limited
partnership is exempt from the registration requirement of the Securities Act of 1933,
as amended, pursuant to Section 4(2) thereunder.
 
 Item 3.
    
    Defaults upon Senior Securities
  
 Item 4.
    
    Removed and Reserved
 
 Item 5.
    
    Other Information
   38




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##### Table of Contents



Item 6.
    
    Exhibits
 12.1*
    
    Statement Re: Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges.31.1*
    
    Certification of the Chief Executive Officer of Liberty Property
Trust required by Rule 13a-14(a) under the Securities Exchange Act
of 1934.31.2*
    
    Certification of the Chief Financial Officer of Liberty Property
Trust required by Rule 13a-14(a) under the Securities Exchange Act
of 1934.31.3*
    
    Certification of the Chief Executive Officer of Liberty Property
Trust, in its capacity as the general partner of Liberty Property
Limited Partnership, required by Rule 13a-14(a) under the Securities
Exchange Act of 1934.31.4*
    
    Certification of the Chief Financial Officer of Liberty Property
Trust, in its capacity as the general partner of Liberty Property
Limited Partnership, required by Rule 13a-14(a) under the Securities
Exchange Act of 1934.32.1*
    
    Certification of the Chief Executive Officer of Liberty Property
Trust required under Rule 13a-14(b) of the Securities Exchange Act
of 1934, as amended. (This exhibit shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section.
Further, this exhibit shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.)32.2*
    
    Certification of the Chief Financial Officer of Liberty Property
Trust required by Rule 13a-14(b) under the Securities Exchange Act
of 1934, as amended. (This exhibit shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section.
Further, this exhibit shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.)32.3*
    
    Certification of the Chief Executive Officer of Liberty Property
Trust, in its capacity as the general partner of Liberty Property
Limited Partnership, required by Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended. (This exhibit shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that
section. Further, this exhibit shall not be deemed to be
incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.)32.4*
    
    Certification of the Chief Financial Officer of Liberty Property
Trust, in its capacity as the general partner of Liberty Property
Limited Partnership, required by Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended. (This exhibit shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that
section. Further, this exhibit shall not be deemed to be
incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.)
 
 *
    
    Filed herewith.  39




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##### Table of Contents



SIGNATURES
  LIBERTY PROPERTY TRUST
 /s/ WILLIAM P. HANKOWSKY

William P. Hankowsky
    
    
    
    May 6, 2010

DatePresident and Chief Executive Officer/s/ GEORGE J. ALBURGER, JR.

George J. Alburger, Jr.
    
    
    
    May 6, 2010

DateExecutive Vice President and
Chief Financial Officer
  40




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##### Table of Contents



SIGNATURES
  LIBERTY PROPERTY LIMITED PARTNERSHIP
 /s/ WILLIAM P. HANKOWSKY

William P. Hankowsky
    
    
    
    May 6, 2010

DatePresident and Chief Executive Officer/s/ GEORGE J. ALBURGER, JR.

George J. Alburger, Jr.
    
    
    
    May 6, 2010

DateExecutive Vice President and
Chief Financial Officer
  41




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##### Table of Contents



EXHIBIT INDEX
 EXHIBIT NO.
    
    DESCRIPTION12.1
    
    
    Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges.31.1
    
    
    Certification of the Chief Executive Officer of Liberty Property Trust required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    
    Certification of the Chief Financial Officer of Liberty Property Trust required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.31.3
    
    
    Certification of the Chief Executive Officer of Liberty Property Trust, in its
capacity as the general partner of Liberty Property Limited Partnership, required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.31.4
    
    
    Certification of the Chief Financial Officer of Liberty Property Trust, in its
capacity as the general partner of Liberty Property Limited Partnership, required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.32.1
    
    
    Certification of the Chief Executive Officer of Liberty Property Trust required under
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that section. Further, this
exhibit shall not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.)32.2
    
    
    Certification of the Chief Financial Officer of Liberty Property Trust required by
Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of that section. Further,
this exhibit shall not be deemed to be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.)32.3
    
    
    Certification of the Chief Executive Officer of Liberty Property Trust, in its
capacity as the general partner of Liberty Property Limited Partnership, required by
Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of that section. Further,
this exhibit shall not be deemed to be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.)32.4
    
    
    Certification of the Chief Financial Officer of Liberty Property Trust, in its
capacity as the general partner of Liberty Property Limited Partnership, required by
Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of that section. Further,
this exhibit shall not be deemed to be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.)
  42