##### 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, 2008
 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)
    
    23-7768996
23-2766549(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
  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, 2008
 Index
    
    
    
    PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Condensed consolidated balance sheets of Liberty Property Trust at March 31, 2008 and December 31, 2007
    
    
    4Condensed consolidated statements of operations of Liberty Property Trust for the three months ended March 31, 2008 and March 31, 2007
    
    
    5Condensed consolidated statements of cash flows of Liberty Property Trust for the three months ended March 31, 2008 and March 31, 2007
    
    
    6Notes to condensed consolidated financial statements of Liberty Property Trust
    
    
    7Condensed consolidated balance sheets of Liberty Property Limited Partnership at March 31, 2008 and December 31, 2007
    
    
    13Condensed consolidated statements of operations of Liberty Property Limited Partnership for the three months ended March 31, 2008 and March 31, 2007
    
    
    14Condensed consolidated statements of cash flows of Liberty Property Limited Partnership for the three months ended March 31, 2008 and March 31, 2007
    
    
    15Notes to condensed consolidated financial statements of Liberty Property Limited Partnership
    
    
    16Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4.
    
    Controls and Procedures
    
    
    33PART II.
    
    OTHER INFORMATION
    
    
    34Item 1.
    
    Legal Proceedings
    
    
    34Item 1A.
    
    Risk Factors
    
    
    35Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3.
    
    Defaults Upon Senior Securities
    
    
    35Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    35Item 5.
    
    Other Information
    
    
    35Item 6.
    
    Exhibits
    
    
    36Signatures for Liberty Property Trust
    
    
    37Signatures for Liberty Property Limited Partnership
    
    
    38Exhibit Index
    
    
    39LIBERTY PROPERTY TRUST 2008 LONG TERM INCENTIVE PLANFORM OF OPTION GRANT AGREEMENT
UNDER THE LIBERTY PROPERTY TRUST AMENDED AND RESTATED SHARE INCENTIVE
PLANFORM OF RESTRICTED SHARE UNIT GRANT
AGREEMENT UNDER THE LIBERTY PROPERTY TRUST AMENDED AND RESTATED SHARE
INCENTIVE PLANSTATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGESCERTIFICATIONS OF CEO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(A)
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CERTIFICATIONS OF CFO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(A)CERTIFICATIONS OF CEO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(A)CERTIFICATIONS OF CFO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(A)CERTIFICATIONS OF CEO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(B)CERTIFICATIONS OF CFO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(B)CERTIFICATIONS OF CEO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY  LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(B)CERTIFICATIONS OF CFO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY  LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(B)
 3




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 CONDENSED CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(In thousands, except share amounts)
 March 31, 2008
    
    
    December 31, 2007(Unaudited)ASSETSReal estate:Land and land improvements
    
    $
    783,042
    
    
    $
    796,501Building and improvements
    
    
    4,131,144
    
    
    
    4,434,731Less accumulated depreciation
    
    
    (895,395
    )
    
    
    (863,609
    )Operating real estate
    
    
    4,018,791
    
    
    
    4,367,623Development in progress
    
    
    286,875
    
    
    
    328,138Land held for development
    
    
    218,204
    
    
    
    247,124Net real estate
    
    
    4,523,870
    
    
    
    4,942,885Cash and cash equivalents
    
    
    6,924
    
    
    
    37,989Restricted cash
    
    
    58,692
    
    
    
    34,567Accounts receivable
    
    
    13,347
    
    
    
    12,217Deferred rent receivable
    
    
    78,392
    
    
    
    80,087Deferred financing and leasing costs, net of accumulated
amortization (2008, $127,234; 2007,
$119,721)
    
    
    131,210
    
    
    
    144,689Investments in and advances to unconsolidated joint ventures
    
    
    316,348
    
    
    
    278,383Prepaid expenses and other assets
    
    
    78,387
    
    
    
    107,932Total assets
    
    $
    5,207,170
    
    
    $
    5,638,749LIABILITIESMortgage loans
    
    $
    236,085
    
    
    $
    243,169Unsecured notes
    
    
    2,155,000
    
    
    
    2,155,000Credit Facility
    
    
    265,000
    
    
    
    622,960Accounts payable
    
    
    42,502
    
    
    
    44,666Accrued interest
    
    
    39,225
    
    
    
    39,725Dividend and distributions payable
    
    
    60,256
    
    
    
    59,849Other liabilities
    
    
    214,117
    
    
    
    263,738Total liabilities
    
    
    3,012,185
    
    
    
    3,429,107Minority interest
    
    
    370,987
    
    
    
    372,621SHAREHOLDERS EQUITYCommon shares of beneficial interest, $.001 par value,
187,987,000 shares authorized; 93,539,759 (includes
1,249,909 in treasury) and 92,817,879 (includes 1,249,909
in treasury) shares issued and outstanding as of March 31,
2008 and December 31, 2007, respectively
    
    
    94
    
    
    
    93Additional paid-in capital
    
    
    1,998,924
    
    
    
    1,984,141Accumulated other comprehensive income
    
    
    21,248
    
    
    
    21,378Distributions in excess of net income
    
    
    (144,317
    )
    
    
    (116,640
    )Common shares in treasury, at cost, 1,249,909 shares as of
March 31, 2008 and December 31, 2007
    
    
    (51,951
    )
    
    
    (51,951
    )Total shareholders equity
    
    
    1,823,998
    
    
    
    1,837,021Total liabilities and shareholders equity
    
    $
    5,207,170
    
    
    $
    5,638,749
  4




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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, 2008
    
    
    March 31, 2007OPERATING REVENUERental
    
    $
    135,591
    
    
    $
    114,597Operating expense reimbursement
    
    
    57,897
    
    
    
    50,221Total operating revenue
    
    
    193,488
    
    
    
    164,818OPERATING EXPENSERental property
    
    
    40,083
    
    
    
    35,575Real estate taxes
    
    
    20,838
    
    
    
    16,088General and administrative
    
    
    13,969
    
    
    
    13,083Depreciation and amortization
    
    
    43,999
    
    
    
    35,871Total operating expenses
    
    
    118,889
    
    
    
    100,617Operating income
    
    
    74,599
    
    
    
    64,201OTHER INCOME (EXPENSE)Interest and other income
    
    
    3,097
    
    
    
    2,517Interest expense
    
    
    (42,450
    )
    
    
    (27,024
    )Total other income (expense)
    
    
    (39,353
    )
    
    
    (24,507
    )Income before property dispositions, income taxes,
minority interest and equity in earnings of
unconsolidated joint ventures
    
    
    35,246
    
    
    
    39,694Gain on property dispositions
    
    
    641
    
    
    
    152Income taxes
    
    
    (484
    )
    
    
    (301
    )Minority interest
    
    
    (6,408
    )
    
    
    (5,481
    )Equity in earnings of unconsolidated joint ventures
    
    
    377
    
    
    
    729Income from continuing operations
    
    
    29,372
    
    
    
    34,793Discontinued operations, net of minority interest
(including net gain on property dispositions of
$610 and $2,801 for the three months ended March
31, 2008 and 2007, respectively)
    
    
    589
    
    
    
    4,905Net income
    
    $
    29,961
    
    
    $
    39,698Earnings per common shareBasic:Income from continuing operations
    
    $
    0.32
    
    
    $
    0.39Income from discontinued operations
    
    
    0.01
    
    
    
    0.05Income per common share  basic
    
    $
    0.33
    
    
    $
    0.44Diluted:Income from continuing operations
    
    $
    0.32
    
    
    $
    0.38Income from discontinued operations
    
    
    0.01
    
    
    
    0.05Income per common share  diluted
    
    $
    0.33
    
    
    $
    0.43Distributions per common share
    
    $
    0.625
    
    
    $
    0.62Weighted average number of common shares outstandingBasic
    
    
    91,715
    
    
    
    91,036Diluted
    
    
    91,943
    
    
    
    92,018
  5




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands)
 Three Months EndedMarch 31, 2008
    
    
    March 31, 2007OPERATING ACTIVITIESNet income
    
    $
    29,961
    
    
    $
    39,698Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    43,659
    
    
    
    38,167Amortization of deferred financing costs
    
    
    1,118
    
    
    
    993Equity in earnings of unconsolidated joint ventures
    
    
    (377
    )
    
    
    (729
    )Minority interest in net income
    
    
    6,435
    
    
    
    5,705Gain on property dispositions
    
    
    (1,251
    )
    
    
    (2,953
    )Noncash compensation
    
    
    1,994
    
    
    
    3,881Changes in operating assets and liabilities:Restricted cash
    
    
    (24,156
    )
    
    
    25,703Accounts receivable
    
    
    (2,932
    )
    
    
    (2,542
    )Deferred rent receivable
    
    
    (4,937
    )
    
    
    (2,304
    )Prepaid expenses and other assets
    
    
    (9,685
    )
    
    
    2,550Accounts payable
    
    
    (2,166
    )
    
    
    3,802Accrued interest
    
    
    (500
    )
    
    
    (7,352
    )Other liabilities
    
    
    2,159
    
    
    
    5,877Net cash provided by operating activities
    
    
    39,322
    
    
    
    110,496INVESTING ACTIVITIESInvestment in properties
    
    
    (14,670
    )
    
    
    (125,343
    )Investments in and advances to unconsolidated joint ventures
    
    
    (3,670
    )
    
    
    (185
    )Distributions from unconsolidated joint ventures
    
    
    1,455
    
    
    
    405Net proceeds from disposition of properties/land
    
    
    291,688
    
    
    
    82,776Investment in development in progress
    
    
    (67,067
    )
    
    
    (114,812
    )Investment in land held for development
    
    
    (6,102
    )
    
    
    (66,963
    )Investment in deferred leasing costs
    
    
    (7,385
    )
    
    
    (11,301
    )Net cash provided by (used in) investing activities
    
    
    194,249
    
    
    
    (235,423
    )FINANCING ACTIVITIESNet proceeds from issuance of common shares
    
    
    12,791
    
    
    
    22,953Net proceeds from issuance of preferred units
    
    
    (1
    )
    
    
    (4
    )Repayments of mortgage loans
    
    
    (7,084
    )
    
    
    (2,111
    )Proceeds from Credit Facility
    
    
    170,400
    
    
    
    330,950Repayments on Credit Facility
    
    
    (375,400
    )
    
    
    (179,950
    )Increase in deferred financing costs
    
    
    
    
    
    
    (36
    )Distribution paid on common shares
    
    
    (57,230
    )
    
    
    (56,364
    )Distribution paid on units
    
    
    (8,070
    )
    
    
    (6,606
    )Net cash (used in) provided by financing activities
    
    
    (264,594
    )
    
    
    108,832Net decrease in cash and cash equivalents
    
    
    (31,023
    )
    
    
    (16,095
    )(Decrease) increase in cash and cash equivalents related to foreign currency translation
    
    
    (42
    )
    
    
    217Cash and cash equivalents at beginning of period
    
    
    37,989
    
    
    
    53,737Cash and cash equivalents at end of period
    
    $
    6,924
    
    
    $
    37,859
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Liberty Property Trust
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2008
 Note 1: Organization and Basis of Presentation
 Organization
  Basis of Presentation
  Income per Common Share
  For the Three Months Ended March 31, 2008
    
    
    For the Three Months Ended March 31, 2007Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    AverageIncome
    
    
    Shares
    
    
    
    
    
    
    Income
    
    
    Shares(Numerator)
    
    
    (Denominator)
    
    
    Per Share
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per ShareBasic income from continuing operationsIncome from continuing operations
    
    $
    29,372
    
    
    
    91,715
    
    
    $
    0.32
    
    
    $
    34,793
    
    
    
    91,036
    
    
    $
    0.39Diluted shares for long-term compensation plans
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    982Diluted income from continuing operationsIncome from continuing operations and assumed
conversions
    
    
    29,372
    
    
    
    91,943
    
    
    $
    0.32
    
    
    
    34,793
    
    
    
    92,018
    
    
    $
    0.38Basic income from discontinued operationsDiscontinued operations net of minority interest
    
    
    589
    
    
    
    91,715
    
    
    $
    0.01
    
    
    
    4,905
    
    
    
    91,036
    
    
    $
    0.05Dilutive shares for long-term compensation plans
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    982Diluted income from discontinued operationsDiscontinued operations net of minority interest
    
    
    589
    
    
    
    91,943
    
    
    $
    0.01
    
    
    
    4,905
    
    
    
    92,018
    
    
    $
    0.05Basic income per common shareNet income
    
    
    29,961
    
    
    
    91,715
    
    
    $
    0.33
    
    
    
    39,698
    
    
    
    91,036
    
    
    $
    0.44Dilutive shares for long-term compensation plans
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    982Diluted income per common shareNet income and assumed conversions
    
    $
    29,961
    
    
    
    91,943
    
    
    $
    0.33
    
    
    $
    39,698
    
    
    
    92,018
    
    
    $
    0.43
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Share-Based Compensation
 Share-Based Payment
     Foreign Currency Translation
  Note 2: Segment Information
  Reportable Segments
    
    MarketsDelaware Valley
    
    Southeastern Pennsylvania; New JerseyMidwest
    
    Lehigh/Central PA; Minnesota; Milwaukee; ChicagoMid-Atlantic
    
    Maryland; Carolinas; Richmond; Virginia BeachSouth
    
    Jacksonville; Orlando; Boca Raton; Tampa; Texas; ArizonaPhiladelphia
    
    Comcast Center; Northern Virginia/Washington, D.C.United Kingdom
    
    County of Kent; West Midlands
 Disclosure about Segments of an Enterprise and Related Information,
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FOR THE THREE MONTHS ENDED MARCH 31, 2008
 Delaware Valley
    
    
    midwestSoutheastern
    
    
    
    
    
    
    Lehigh /
    
    
    
    
    
    
    mid-
    
    
    
    
    
    
    phila-
    
    
    unitedPennsylvania
    
    
    Other
    
    
    Central PA
    
    
    Other
    
    
    atlantic
    
    
    South
    
    
    delphia
    
    
    kingdom
    
    
    totalOperating revenue
    
    $
    44,929
    
    
    $
    14,247
    
    
    $
    24,642
    
    
    $
    20,469
    
    
    $
    37,193
    
    
    $
    40,284
    
    
    $
    10,680
    
    
    $
    1,044
    
    
    $
    193,488Rental property
expenses and real
estate taxes
    
    
    14,589
    
    
    
    4,650
    
    
    
    6,678
    
    
    
    7,732
    
    
    
    10,935
    
    
    
    13,183
    
    
    
    2,793
    
    
    
    361
    
    
    
    60,921Property level
operating income
    
    $
    30,340
    
    
    $
    9,597
    
    
    $
    17,964
    
    
    $
    12,737
    
    
    $
    26,258
    
    
    $
    27,101
    
    
    $
    7,887
    
    
    $
    683
    
    
    
    132,567Interest and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,097Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,450
    )General and administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,969
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,999
    )Income before property dispositions,
income taxes, minority interest
and equity in earnings of
unconsolidated joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,246Gain on property dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    641Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (484
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,408
    )Equity in earnings of
unconsolidated joint
ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    377Discontinued operations,
net of minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    589Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    29,961
 FOR THE THREE MONTHS ENDED MARCH 31, 2007
 Delaware Valley
    
    
    midwestSoutheastern
    
    
    
    
    
    
    Lehigh /
    
    
    
    
    
    
    mid-
    
    
    
    
    
    
    phila-
    
    
    unitedPennsylvania
    
    
    Other
    
    
    Central PA
    
    
    Other
    
    
    atlantic
    
    
    South
    
    
    delphia
    
    
    kingdom
    
    
    totalOperating revenue
    
    $
    43,196
    
    
    $
    13,913
    
    
    $
    20,748
    
    
    $
    19,198
    
    
    $
    32,149
    
    
    $
    35,212
    
    
    $
    
    
    
    $
    402
    
    
    $
    164,818Rental property
expenses and real
estate taxes
    
    
    14,787
    
    
    
    4,288
    
    
    
    4,884
    
    
    
    6,834
    
    
    
    10,073
    
    
    
    10,656
    
    
    
    2
    
    
    
    139
    
    
    
    51,663Property level
operating income
    
    $
    28,409
    
    
    $
    9,625
    
    
    $
    15,864
    
    
    $
    12,364
    
    
    $
    22,076
    
    
    $
    24,556
    
    
    $
    (2
    )
    
    $
    263
    
    
    
    113,155Interest and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,517Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ( 27,024
    )General and administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,083
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ( 35,871
    )Income before property
dispositions, income
taxes, minority interest
and equity in earnings
of unconsolidated joint
ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,694Gain on property dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (301
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,481
    )Equity in earnings of
unconsolidated joint
ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    729Discontinued operations,
net of minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,905Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    39,698
 9




---



##### Table of Contents



Note 3: SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
   Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007Revenues
    
    $
    58
    
    
    $
    11,549Operating expenses
    
    
    (22
    )
    
    
    (4,654
    )Interest expense
    
    
    (12
    )
    
    
    (1,903
    )Depreciation and amortization
    
    
    (18
    )
    
    
    (2,664
    )Income before property dispositions and minority interest
    
    $
    6
    
    
    $
    2,328
 Allocation of Interest to Discontinued Operations
 Note 4: Joint Ventures
  Liberty/Commerz 1701 JFK Boulevard, LP
 Accounting for the Sales
of Real Estate
   Liberty Washington, LP
  10




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##### Table of Contents



Blythe Valley JV Sarl
  Note 5: Recently Issued Accounting Standards
 SFAS No. 157
 Fair Value Measurements
 SFAS No. 159
 The Fair Value Option for Financial Assets and
Financial Liabilities
 SFAS No. 141(R)
 Applying the Acquisition Method
 SFAS No. 160
 Accounting for Noncontrolling Interests
 11




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##### Table of Contents



Note 6: Supplemental Disclosure to Statements of Cash Flows
  Non-cash activity
    
    2008
    
    2007Write-off of fully depreciated property and deferred costs
    
    $
    1,264
    
    
    $
    24,443Increase in investment in unconsolidated joint ventures
    
    
    (35,172
    )
    
    
    Disposition of properties/development in progress
    
    
    173,624
    
    
    
    Disposition of deferred leasing/financing costs
    
    
    12,526
    
    
    
    Reduction of accounts receivable
    
    
    7,854
    
    
    
    Reduction of deferred rent receivable
    
    
    6,580
    
    
    
    Reduction of prepaid and other assets
    
    
    38,486
    
    
    
    Reduction of Credit Facility
    
    
    (152,960
    )
    
    
    Reduction of other liabilities
    
    
    (50,938
    )
    
    
    
 12




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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEETS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(In thousands)
 March 31, 2008
    
    
    December 31, 2007(Unaudited)ASSETSReal estate:Land and land improvements
    
    $
    783,042
    
    
    $
    796,501Building and improvements
    
    
    4,131,144
    
    
    
    4,434,731Less accumulated depreciation
    
    
    (895,395
    )
    
    
    (863,609
    )Operating real estate
    
    
    4,018,791
    
    
    
    4,367,623Development in progress
    
    
    286,875
    
    
    
    328,138Land held for development
    
    
    218,204
    
    
    
    247,124Net real estate
    
    
    4,523,870
    
    
    
    4,942,885Cash and cash equivalents
    
    
    6,924
    
    
    
    37,989Restricted cash
    
    
    58,692
    
    
    
    34,567Accounts receivable
    
    
    13,347
    
    
    
    12,217Deferred rent receivable
    
    
    78,392
    
    
    
    80,087Deferred financing and leasing costs, net of accumulated
amortization (2008, $127,234; 2007, $119,721)
    
    
    131,210
    
    
    
    144,689Investments in and advances to unconsolidated joint ventures
    
    
    316,348
    
    
    
    278,383Prepaid expenses and other assets
    
    
    78,387
    
    
    
    107,932Total assets
    
    $
    5,207,170
    
    
    $
    5,638,749LIABILITIESMortgage loans
    
    $
    236,085
    
    
    $
    243,169Unsecured notes
    
    
    2,155,000
    
    
    
    2,155,000Credit Facility
    
    
    265,000
    
    
    
    622,960Accounts payable
    
    
    42,502
    
    
    
    44,666Accrued interest
    
    
    39,225
    
    
    
    39,725Distributions payable
    
    
    60,256
    
    
    
    59,849Other liabilities
    
    
    214,117
    
    
    
    263,738Total liabilities
    
    
    3,012,185
    
    
    
    3,429,107Minority interest
    
    
    347
    
    
    
    517OWNERS EQUITYGeneral partners equity  common units
    
    
    1,823,998
    
    
    
    1,837,021Limited partners equity  preferred units
    
    
    287,960
    
    
    
    287,960 common units
    
    
    82,680
    
    
    
    84,144Total owners equity
    
    
    2,194,638
    
    
    
    2,209,125Total liabilities and owners equity
    
    $
    5,207,170
    
    
    $
    5,638,749
  13




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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, 2008
    
    
    March 31, 2007OPERATING REVENUERental
    
    $
    135,591
    
    
    $
    114,597Operating expense reimbursement
    
    
    57,897
    
    
    
    50,221Total operating revenue
    
    
    193,488
    
    
    
    164,818OPERATING EXPENSERental property
    
    
    40,083
    
    
    
    35,575Real estate taxes
    
    
    20,838
    
    
    
    16,088General and administrative
    
    
    13,969
    
    
    
    13,083Depreciation and amortization
    
    
    43,999
    
    
    
    35,871Total operating expenses
    
    
    118,889
    
    
    
    100,617Operating income
    
    
    74,599
    
    
    
    64,201OTHER INCOME (EXPENSE)Interest and other income
    
    
    3,097
    
    
    
    2,517Interest expense
    
    
    (42,450
    )
    
    
    (27,024
    )Total other income (expense)
    
    
    (39,353
    )
    
    
    (24,507
    )Income before property dispositions, income taxes,
minority interest and equity in earnings of
unconsolidated joint ventures
    
    
    35,246
    
    
    
    39,694Gain on property dispositions
    
    
    641
    
    
    
    152Income taxes
    
    
    (484
    )
    
    
    (301
    )Minority interest
    
    
    170
    
    
    
    (36
    )Equity in earnings of unconsolidated joint ventures
    
    
    377
    
    
    
    729Income from continuing operations
    
    
    35,950
    
    
    
    40,238Discontinued operations (including net gain on
property dispositions of $610 and $2,801 for the
three months ended March 31, 2008 and 2007,
respectively)
    
    
    616
    
    
    
    5,129Net income
    
    
    36,566
    
    
    
    45,367Preferred unit distributions
    
    
    (5,253
    )
    
    
    (3,854
    )Income available to common unitholders
    
    $
    31,313
    
    
    $
    41,513Earnings per common unitBasic:Income from continuing operations
    
    $
    0.32
    
    
    $
    0.39Income from discontinued operations
    
    
    0.01
    
    
    
    0.05Income per common unit  basic
    
    $
    0.33
    
    
    $
    0.44Diluted:Income from continuing operations
    
    $
    0.32
    
    
    $
    0.38Income from discontinued operations
    
    
    0.01
    
    
    
    0.05Income per common unit  diluted
    
    $
    0.33
    
    
    $
    0.43Distributions per common unit
    
    $
    0.625
    
    
    $
    0.62Weighted average number of common units outstandingBasic
    
    
    95,905
    
    
    
    95,226Diluted
    
    
    96,133
    
    
    
    96,208
  14




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##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands)
 Three Months EndedMarch 31, 2008
    
    
    March 31, 2007OPERATING ACTIVITIESNet income
    
    $
    36,566
    
    
    $
    45,367Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    43,659
    
    
    
    38,167Amortization of deferred financing costs
    
    
    1,118
    
    
    
    993Equity in earnings of unconsolidated joint ventures
    
    
    (377
    )
    
    
    (729
    )Minority interest in net income
    
    
    (170
    )
    
    
    36Gain on property dispositions
    
    
    (1,251
    )
    
    
    (2,953
    )Noncash compensation
    
    
    1,994
    
    
    
    3,881Changes in operating assets and liabilities:Restricted cash
    
    
    (24,156
    )
    
    
    25,703Accounts receivable
    
    
    (2,932
    )
    
    
    (2,542
    )Deferred rent receivable
    
    
    (4,937
    )
    
    
    (2,304
    )Prepaid expenses and other assets
    
    
    (9,685
    )
    
    
    2,550Accounts payable
    
    
    (2,166
    )
    
    
    3,802Accrued interest
    
    
    (500
    )
    
    
    (7,352
    )Other liabilities
    
    
    2,159
    
    
    
    5,877Net cash provided by operating activities
    
    
    39,322
    
    
    
    110,496INVESTING ACTIVITIESInvestment in properties
    
    
    (14,670
    )
    
    
    (125,343
    )Investments in and advances to unconsolidated joint ventures
    
    
    (3,670
    )
    
    
    (185
    )Distributions from unconsolidated joint ventures
    
    
    1,455
    
    
    
    405Net proceeds from disposition of properties/land
    
    
    291,688
    
    
    
    82,776Investment in development in progress
    
    
    (67,067
    )
    
    
    (114,812
    )Investment in land held for development
    
    
    (6,102
    )
    
    
    (66,963
    )Investment in deferred leasing costs
    
    
    (7,385
    )
    
    
    (11,301
    )Net cash provided by (used in) investing activities
    
    
    194,249
    
    
    
    (235,423
    )FINANCING ACTIVITIESRepayments of mortgage loans
    
    
    (7,084
    )
    
    
    (2,111
    )Proceeds from Credit Facility
    
    
    170,400
    
    
    
    330,950Repayments on Credit Facility
    
    
    (375,400
    )
    
    
    (179,950
    )Increase in deferred financing costs
    
    
    
    
    
    
    (36
    )Capital contributions
    
    
    12,790
    
    
    
    22,949Distribution to partners
    
    
    (65,300
    )
    
    
    (62,970
    )Net cash (used in) provided by financing activities
    
    
    (264,594
    )
    
    
    108,832Net decrease in cash and cash equivalents
    
    
    (31,023
    )
    
    
    (16,095
    )(Decrease) increase in cash and cash equivalents related to foreign currency translation
    
    
    (42
    )
    
    
    217Cash and cash equivalents at beginning of period
    
    
    37,989
    
    
    
    53,737Cash and cash equivalents at end of period
    
    $
    6,924
    
    
    $
    37,859
  15




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##### Table of Contents



Liberty Property Limited Partnership
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2008
 Note 1: Organization and Basis of Presentation
 Organization
  Basis of Presentation
  16




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##### Table of Contents



Income per Common Unit
  For the Three Months Ended March 31, 2008
    
    
    For the Three Months Ended March 31, 2007Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedIncome
    
    
    Average Units
    
    
    
    
    
    
    Income
    
    
    Average Units(Numerator)
    
    
    (Denominator)
    
    
    Per Unit
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    Per UnitIncome from continuing operations
    
    $
    35,950
    
    
    
    
    
    
    
    
    
    
    $
    40,238Less: Preferred unit distributions
    
    
    (5,253
    )
    
    
    
    
    
    
    
    
    
    
    (3,854
    )Basic income from continuing operationsIncome from continuing operations available to
common unitholders
    
    
    30,697
    
    
    
    95,905
    
    
    $
    0.32
    
    
    
    36,384
    
    
    
    95,226
    
    
    $
    0.39Dilutive units for long-term compensation plans
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    982Diluted income from continuing operationsIncome from continuing operations available to
common unitholders and assumed conversions
    
    
    30,697
    
    
    
    96,133
    
    
    $
    0.32
    
    
    
    36,384
    
    
    
    96,208
    
    
    $
    0.38Basic income from discontinued operationsDiscontinued operations
    
    
    616
    
    
    
    95,905
    
    
    $
    0.01
    
    
    
    5,129
    
    
    
    95,226
    
    
    $
    0.05Dilutive units for long-term compensation plans
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    982Diluted income from discontinued operationsDiscontinued operations
    
    
    616
    
    
    
    96,133
    
    
    $
    0.01
    
    
    
    5,129
    
    
    
    96,208
    
    
    $
    0.05Basic income per common unitIncome available to common unitholders
    
    
    31,313
    
    
    
    95,905
    
    
    $
    0.33
    
    
    
    41,513
    
    
    
    95,226
    
    
    $
    0.44Diluted units for long-term compensation plans
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    982Diluted income per common unitIncome available to common unitholders and
assumed conversions
    
    $
    31,313
    
    
    
    96,133
    
    
    $
    0.33
    
    
    $
    41,513
    
    
    
    96,208
    
    
    $
    0.43
 Foreign Currency Translation
  17




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##### Table of Contents



Note 2: Segment Information
  Reportable Segments
    
    MarketsDelaware Valley
    
    Southeastern Pennsylvania; New JerseyMidwest
    
    Lehigh/Central PA; Minnesota; Milwaukee; ChicagoMid-Atlantic
    
    Maryland; Carolinas; Richmond; Virginia BeachSouth
    
    Jacksonville; Orlando; Boca Raton; Tampa; Texas; ArizonaPhiladelphia
    
    Comcast Center; Northern Virginia/Washington, D.C.United Kingdom
    
    County of Kent; West Midlands
 Disclosure
about Segments of an Enterprise and Related Information,
    FOR THE THREE MONTHS ENDED MARCH 31, 2008
 Delaware Valley
    
    
    midwestSoutheastern
    
    
    
    
    
    
    Lehigh /
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    phila-
    
    
    unitedPennsylvania
    
    
    Other
    
    
    Central PA
    
    
    Other
    
    
    mid-atlantic
    
    
    South
    
    
    delphia
    
    
    kingdom
    
    
    totalOperating revenue
    
    $
    44,929
    
    
    $
    14,247
    
    
    $
    24,642
    
    
    $
    20,469
    
    
    $
    37,193
    
    
    $
    40,284
    
    
    $
    10,680
    
    
    $
    1,044
    
    
    $
    193,488Rental property
expenses and real
estate taxes
    
    
    14,589
    
    
    
    4,650
    
    
    
    6,678
    
    
    
    7,732
    
    
    
    10,935
    
    
    
    13,183
    
    
    
    2,793
    
    
    
    361
    
    
    
    60,921Property level
operating income
    
    $
    30,340
    
    
    $
    9,597
    
    
    $
    17,964
    
    
    $
    12,737
    
    
    $
    26,258
    
    
    $
    27,101
    
    
    $
    7,887
    
    
    $
    683
    
    
    
    132,567Interest and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,097Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,450
    )General and administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,969
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,999
    )Income before property dispositions, income taxes, minority interest
and equity in earnings of unconsolidated joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,246Gain on property dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    641Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (484
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170Equity in earnings of unconsolidated joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    377Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    616Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    36,566
 18




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##### Table of Contents



FOR THE THREE MONTHS ENDED MARCH 31, 2007
 Delaware Valley
    
    
    midwestSoutheastern
    
    
    
    
    
    
    Lehigh /
    
    
    
    
    
    
    mid-
    
    
    
    
    
    
    phila-
    
    
    unitedPennsylvania
    
    
    Other
    
    
    Central PA
    
    
    Other
    
    
    atlantic
    
    
    South
    
    
    delphia
    
    
    kingdom
    
    
    totalOperating revenue
    
    $
    43,196
    
    
    $
    13,913
    
    
    $
    20,748
    
    
    $
    19,198
    
    
    $
    32,149
    
    
    $
    35,212
    
    
    $
    
    
    
    $
    402
    
    
    $
    164,818Rental property
expenses and real
estate taxes
    
    
    14,787
    
    
    
    4,288
    
    
    
    4,884
    
    
    
    6,834
    
    
    
    10,073
    
    
    
    10,656
    
    
    
    2
    
    
    
    139
    
    
    
    51,663Property level
operating income
    
    $
    28,409
    
    
    $
    9,625
    
    
    $
    15,864
    
    
    $
    12,364
    
    
    $
    22,076
    
    
    $
    24,556
    
    
    $
    (2
    )
    
    $
    263
    
    
    
    113,155Interest and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,517Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,024
    )General and administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,083
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,871
    )Income before property dispositions, income taxes, minority interest
and equity in earnings of unconsolidated joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,694Gain on property dispositions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (301
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36
    )Equity in earnings of unconsolidated joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    729Discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,129Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,367
 Note 3: SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
   Three Months EndedMarch 31, 2008
    
    
    March 31, 2007Revenues
    
    $
    58
    
    
    $
    11,549Operating expenses
    
    
    (22
    )
    
    
    (4,654
    )Interest expense
    
    
    (12
    )
    
    
    (1,903
    )Depreciation and amortization
    
    
    (18
    )
    
    
    (2,664
    )Income before property dispositions and minority interest
    
    $
    6
    
    
    $
    2,328
 Allocation of Interest to Discontinued Operations
 19




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##### Table of Contents



Note 4: Joint Ventures
  Liberty/Commerz 1701 JFK Boulevard, LP
 Accounting for the Sales
of Real Estate
   Liberty Washington, LP
   Blythe Valley JV Sarl
  Note 5: Recently Issued Accounting Standards
 SFAS No. 157
 Fair Value Measurements
 20




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##### Table of Contents



SFAS No. 159
 The Fair Value Option for Financial Assets and
Financial Liabilities
 SFAS No. 141(R)
 Applying the Acquisition Method
 SFAS No. 160
 Accounting for Noncontrolling Interests
 Note 6: Supplemental Disclosure to Statements of Cash Flows
  Non-cash activity
    
    2008
    
    2007Write-off of fully depreciated property and deferred costs
    
    $
    1,264
    
    
    $
    24,443Increase in investment in unconsolidated joint ventures
    
    
    (35,172
    )
    
    
    Disposition of properties/development in progress
    
    
    173,624
    
    
    
    Disposition of deferred leasing/financing costs
    
    
    12,526
    
    
    
    Reduction of accounts receivable
    
    
    7,854
    
    
    
    Reduction of deferred rent receivable
    
    
    6,580
    
    
    
    Reduction of prepaid and other assets
    
    
    38,486
    
    
    
    Reduction of credit facility
    
    
    (152,960
    )
    
    
    Reduction of other liabilities
    
    
    (50,938
    )
    
    
    
 21




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 OVERVIEW
      WHOLLY OWNED CAPITAL ACTIVITY
 Acquisitions
  22




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##### Table of Contents



Dispositions
  Development
  JOINT VENTURE CAPITAL ACTIVITY
  Acquisitions
  Dispositions
  Development
  Liberty/Commerz 1701 JFK Boulevard, LP
 Accounting for the Sale of
Real Estate
   23




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##### Table of Contents



PROPERTIES IN OPERATION
  Net RentPer Square Foot
    
    
    Total Square Feet
    
    
    Percent OccupiedMarch 31
    
    
    March 31
    
    
    March 312008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Wholly Owned Properties in Operation:Industrial-Distribution
    
    $
    4.45
    
    
    $
    4.35
    
    
    
    28,265
    
    
    
    27,109
    
    
    
    93.4
    %
    
    
    91.7
    %Industrial-Flex
    
    $
    9.24
    
    
    $
    8.81
    
    
    
    11,584
    
    
    
    12,349
    
    
    
    88.8
    %
    
    
    92.8
    %Office
    
    $
    14.05
    
    
    $
    13.54
    
    
    
    21,497
    
    
    
    20,688
    
    
    
    91.3
    %
    
    
    91.7
    %$
    8.67
    
    
    $
    8.43
    
    
    
    61,346
    
    
    
    60,146
    
    
    
    91.8
    %
    
    
    91.9
    %
 Net RentPer Square Foot
    
    
    Total Square Feet
    
    
    Percent OccupiedMarch 31
    
    
    March 31
    
    
    March 312008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Joint Venture Properties in Operation:Industrial-Distribution
    
    $
    4.07
    
    
    $
    3.90
    
    
    
    8,020
    
    
    
    5,841
    
    
    
    94.2
    %
    
    
    93.6
    %Industrial-Flex
    
    $
    34.02
    
    
    $
    31.35
    
    
    
    171
    
    
    
    171
    
    
    
    89.5
    %
    
    
    100.0
    %Office
    
    $
    24.99
    
    
    $
    35.34
    
    
    
    4,240
    
    
    
    364
    
    
    
    93.8
    %
    
    
    97.8
    %$
    11.58
    
    
    $
    6.55
    
    
    
    12,431
    
    
    
    6,376
    
    
    
    94.0
    %
    
    
    94.0
    %
 Net RentPer Square Foot
    
    
    Total Square Feet
    
    
    Percent OccupiedMarch 31
    
    
    March 31
    
    
    March 312008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Properties in Operation:Industrial-Distribution
    
    $
    4.36
    
    
    $
    4.27
    
    
    
    36,285
    
    
    
    32,950
    
    
    
    93.6
    %
    
    
    92.0
    %Industrial-Flex
    
    $
    9.60
    
    
    $
    9.14
    
    
    
    11,755
    
    
    
    12,520
    
    
    
    88.8
    %
    
    
    92.9
    %Office
    
    $
    15.89
    
    
    $
    13.94
    
    
    
    25,737
    
    
    
    20,052
    
    
    
    91.7
    %
    
    
    91.8
    %$
    9.17
    
    
    $
    8.25
    
    
    
    73,777
    
    
    
    66,522
    
    
    
    92.2
    %
    
    
    92.1
    %
  24




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##### Table of Contents



Forward-Looking Statements
  Critical Accounting Policies and Estimates
  Results of Operations
   Comparison of Three Months Ended March 31, 2008 to Three Months Ended March 31, 2007
 Overview
   25




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##### Table of Contents



Segments
  Three Months EndedMarch 31, 2008
    
    
    March 31, 2007
    
    
    % inc (dec)Property Level Operating Income:Delaware Valley SE Pennsylvania
    
    $
    30,340
    
    
    $
    28,409
    
    
    
    6.8%
    (1) Other
    
    
    9,597
    
    
    
    9,625
    
    
    
    (0.3
    %)Midwest Lehigh/Central PA
    
    
    17,964
    
    
    
    15,864
    
    
    
    13.2
    %(1) Other
    
    
    12,737
    
    
    
    12,364
    
    
    
    3.0
    %Mid-Atlantic
    
    
    26,258
    
    
    
    22,076
    
    
    
    18.9
    %(2)South
    
    
    27,101
    
    
    
    24,556
    
    
    
    10.4
    %(1)Philadelphia
    
    
    7,887
    
    
    
    (2
    )
    
    
    N/A
    (3)United Kingdom
    
    
    683
    
    
    
    263
    
    
    
    159.7
    %(1)Total property level operating income (4)
    
    $
    132,567
    
    
    $
    113,155
    
    
    
    17.2
    %
 
 (1)
    
    The increase for the three months ended March 31, 2008 versus the three
months ended March 31, 2007 is primarily due to an increase in average gross
investment in operating real estate during 2008 and an increase in rental rates.
The increase was partially offset by a decrease in occupancy in 2008 compared to
2007.(2)
    
    The increase for the three months ended March 31, 2008 versus the three
months ended March 31, 2007 is primarily due to an increase in average gross
investment in operating real estate, an increase in rental rates and increased
occupancy during 2008 compared to 2007.(3)
    
    The increase for the three months ended March 31, 2008 versus the three
months ended March 31, 2007 is due to the operations of Comcast Center in 2008.
Comcast Center was a development project during the three months ended March 31,
2007. On March 31, 2008 all conditions for sale treatment as outlined in SFAS
No. 66 were satisfied and the Company recognized the sale of Comcast Center to
an unconsolidated joint venture.(4)
    
    See a reconciliation of property level operating income to net income in
the Same Store comparison below. Same Store
    26




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##### Table of Contents



Three Months EndedMarch 31, 2008
    
    
    March 31, 2007Same Store:Rental revenue
    
    $
    113,204
    
    
    $
    112,858Operating expenses:Rental property expense
    
    
    36,532
    
    
    
    35,577Real estate taxes
    
    
    17,800
    
    
    
    15,567Operating expense recovery
    
    
    (51,280
    )
    
    
    (50,106
    )Unrecovered operating expenses
    
    
    3,052
    
    
    
    1,038Property level operating income
    
    
    110,152
    
    
    
    111,820Less straight line rent
    
    
    1,437
    
    
    
    1,911Cash basis property level operating income
    
    $
    108,715
    
    
    $
    109,909Reconciliation of non-GAAP financial measure:Property level operating income  Same Store
    
    $
    110,152
    
    
    $
    111,820Property level operating income  properties
purchased or developed subsequent to January 1,
2007
    
    
    21,134
    
    
    
    615Termination fees
    
    
    1,281
    
    
    
    720General and administrative expense
    
    
    (13,969
    )
    
    
    (13,083
    )Depreciation and amortization expense
    
    
    (43,999
    )
    
    
    (35,871
    )Other income (expense)
    
    
    (39,353
    )
    
    
    (24,507
    )Gain on property dispositions
    
    
    641
    
    
    
    152Income taxes
    
    
    (484
    )
    
    
    (301
    )Minority interest
    
    
    (6,408
    )
    
    
    (5,481
    )Equity in earnings of unconsolidated joint ventures
    
    
    377
    
    
    
    729Discontinued operations, net of minority interest
    
    
    589
    
    
    
    4,905Net income
    
    $
    29,961
    
    
    $
    39,698
 General and Administrative
  Depreciation and Amortization
  Interest Expense
   27




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##### Table of Contents



Other
     Liquidity and Capital Resources
     28




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##### Table of Contents



MORTGAGES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WEIGHTEDPRINCIPAL
    
    
    PRINCIPAL
    
    
    UNSECURED
    
    
    CREDIT
    
    
    
    
    
    
    AVERAGEAMORTIZATION
    
    
    MATURITIES
    
    
    NOTES
    
    
    FACILITY
    
    
    TOTAL
    
    
    INTEREST RATE2008 (9 months)
    
    $
    6,374
    
    
    $
    29,333
    
    
    $
    
    
    
    $
    
    
    
    $
    35,707
    
    
    
    7.11
    %2009
    
    
    6,589
    
    
    
    46,314
    
    
    
    270,000
    
    
    
    
    
    
    
    322,903
    
    
    
    7.76
    %2010
    
    
    5,823
    
    
    
    4,736
    
    
    
    200,000
    
    
    
    265,000
    
    
    
    475,559
    
    
    
    5.69
    %2011
    
    
    5,160
    
    
    
    10,741
    
    
    
    250,000
    
    
    
    
    
    
    
    265,901
    
    
    
    7.25
    %2012
    
    
    4,336
    
    
    
    32,875
    
    
    
    235,000
    
    
    
    
    
    
    
    272,211
    
    
    
    6.47
    %2013
    
    
    3,858
    
    
    
    4,510
    
    
    
    
    
    
    
    
    
    
    
    8,368
    
    
    
    5.79
    %2014
    
    
    3,889
    
    
    
    2,684
    
    
    
    200,000
    
    
    
    
    
    
    
    206,573
    
    
    
    5.66
    %2015
    
    
    3,336
    
    
    
    44,469
    
    
    
    300,000
    
    
    
    
    
    
    
    347,805
    
    
    
    5.25
    %2016
    
    
    2,409
    
    
    
    16,880
    
    
    
    300,000
    
    
    
    
    
    
    
    319,289
    
    
    
    5.55
    %2017
    
    
    1,769
    
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    301,769
    
    
    
    6.62
    %2018 & thereafter
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    7.50
    %$
    43,543
    
    
    $
    192,542
    
    
    $
    2,155,000
    
    
    $
    265,000
    
    
    $
    2,656,085
    
    
    
    6.29
    %
  29




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##### Table of Contents



General
   Industrial-
    
    
    Industrial-Distribution
    
    
    Flex
    
    
    Office
    
    
    TotalSquare
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    AnnualFeet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    RentWholly Owned Properties
in Operation:2008 (9 months)
    
    
    2,291
    
    
    $
    9,379
    
    
    
    844
    
    
    $
    7,908
    
    
    
    1,345
    
    
    $
    19,486
    
    
    
    4,480
    
    
    $
    36,7732009
    
    
    3,355
    
    
    
    15,623
    
    
    
    1,811
    
    
    
    17,004
    
    
    
    2,715
    
    
    
    39,387
    
    
    
    7,881
    
    
    
    72,0142010
    
    
    3,214
    
    
    
    15,461
    
    
    
    1,761
    
    
    
    16,852
    
    
    
    2,892
    
    
    
    41,575
    
    
    
    7,867
    
    
    
    73,8882011
    
    
    2,798
    
    
    
    12,861
    
    
    
    1,155
    
    
    
    11,577
    
    
    
    2,155
    
    
    
    33,211
    
    
    
    6,108
    
    
    
    57,6492012
    
    
    4,635
    
    
    
    23,126
    
    
    
    1,469
    
    
    
    14,349
    
    
    
    2,739
    
    
    
    43,927
    
    
    
    8,843
    
    
    
    81,4022013
    
    
    1,400
    
    
    
    7,478
    
    
    
    1,077
    
    
    
    11,279
    
    
    
    2,221
    
    
    
    36,636
    
    
    
    4,698
    
    
    
    55,393Thereafter
    
    
    8,712
    
    
    
    46,476
    
    
    
    2,168
    
    
    
    27,016
    
    
    
    5,550
    
    
    
    97,253
    
    
    
    16,430
    
    
    
    170,745TOTAL
    
    
    26,405
    
    
    $
    130,404
    
    
    
    10,285
    
    
    $
    105,985
    
    
    
    19,617
    
    
    $
    311,475
    
    
    
    56,307
    
    
    $
    547,864
 Industrial-
    
    
    Industrial-Distribution
    
    
    Flex
    
    
    Office
    
    
    TotalSquare
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    AnnualFeet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    RentJoint Venture Properties
in Operation:2008 (9 months)
    
    
    593
    
    
    $
    2,460
    
    
    
    9
    
    
    $
    305
    
    
    
    284
    
    
    $
    6,467
    
    
    
    886
    
    
    $
    9,2322009
    
    
    1,100
    
    
    
    4,350
    
    
    
    11
    
    
    
    320
    
    
    
    544
    
    
    
    12,464
    
    
    
    1,655
    
    
    
    17,1342010
    
    
    1,073
    
    
    
    4,354
    
    
    
    19
    
    
    
    733
    
    
    
    348
    
    
    
    8,356
    
    
    
    1,440
    
    
    
    13,4432011
    
    
    650
    
    
    
    2,761
    
    
    
    11
    
    
    
    374
    
    
    
    452
    
    
    
    11,489
    
    
    
    1,113
    
    
    
    14,6242012
    
    
    438
    
    
    
    1,891
    
    
    
    63
    
    
    
    2,121
    
    
    
    180
    
    
    
    5,274
    
    
    
    681
    
    
    
    9,2862013
    
    
    492
    
    
    
    2,040
    
    
    
    
    
    
    
    
    
    
    
    212
    
    
    
    4,315
    
    
    
    704
    
    
    
    6,355Thereafter
    
    
    3,207
    
    
    
    16,050
    
    
    
    39
    
    
    
    1,353
    
    
    
    1,959
    
    
    
    67,517
    
    
    
    5,205
    
    
    
    84,920TOTAL
    
    
    7,553
    
    
    $
    33,906
    
    
    
    152
    
    
    $
    5,206
    
    
    
    3,979
    
    
    $
    115,882
    
    
    
    11,684
    
    
    $
    154,994
 Industrial-
    
    
    Industrial-Distribution
    
    
    Flex
    
    
    Office
    
    
    TotalSquare
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    Annual
    
    
    Square
    
    
    AnnualFeet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    Rent
    
    
    Feet
    
    
    RentProperties
in Operation:2008 (9 months)
    
    
    2,884
    
    
    $
    11,839
    
    
    
    853
    
    
    $
    8,213
    
    
    
    1,629
    
    
    $
    25,953
    
    
    
    5,366
    
    
    $
    46,0052009
    
    
    4,455
    
    
    
    19,973
    
    
    
    1,822
    
    
    
    17,324
    
    
    
    3,259
    
    
    
    51,851
    
    
    
    9,536
    
    
    
    89,1482010
    
    
    4,287
    
    
    
    19,815
    
    
    
    1,780
    
    
    
    17,585
    
    
    
    3,240
    
    
    
    49,931
    
    
    
    9,307
    
    
    
    87,3312011
    
    
    3,448
    
    
    
    15,622
    
    
    
    1,166
    
    
    
    11,951
    
    
    
    2,607
    
    
    
    44,700
    
    
    
    7,221
    
    
    
    72,2732012
    
    
    5,073
    
    
    
    25,017
    
    
    
    1,532
    
    
    
    16,470
    
    
    
    2,919
    
    
    
    49,201
    
    
    
    9,524
    
    
    
    90,6882013
    
    
    1,892
    
    
    
    9,518
    
    
    
    1,077
    
    
    
    11,279
    
    
    
    2,433
    
    
    
    40,951
    
    
    
    5,402
    
    
    
    61,748Thereafter
    
    
    11,919
    
    
    
    62,526
    
    
    
    2,207
    
    
    
    28,369
    
    
    
    7,509
    
    
    
    164,770
    
    
    
    21,635
    
    
    
    255,665TOTAL
    
    
    33,958
    
    
    $
    164,310
    
    
    
    10,437
    
    
    $
    111,191
    
    
    
    23,596
    
    
    $
    427,357
    
    
    
    67,991
    
    
    $
    702,858
 30




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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 2008
    
    
    149,040
    
    
    
    63,600
    
    
    
    36,000
    
    
    
    248,640
    
    
    
    100.0
    %
    
    $
    17,3923rd Quarter 2008
    
    
    1,451,974
    
    
    
    115,600
    
    
    
    
    
    
    
    1,567,574
    
    
    
    82.3
    %
    
    
    92,8584th Quarter 2008
    
    
    963,540
    
    
    
    
    
    
    
    103,700
    
    
    
    1,067,240
    
    
    
    3.5
    %
    
    
    65,9921st Quarter 2009
    
    
    
    
    
    
    
    
    
    
    90,472
    
    
    
    90,472
    
    
    
    35.2
    %
    
    
    16,5992nd Quarter 2009
    
    
    1,020,400
    
    
    
    194,500
    
    
    
    297,768
    
    
    
    1,512,668
    
    
    
    3.1
    %
    
    
    133,6523rd Quarter 2009
    
    
    554,040
    
    
    
    
    
    
    
    298,176
    
    
    
    852,216
    
    
    
    31.2
    %
    
    
    100,0212nd Quarter 2010
    
    
    
    
    
    
    
    
    
    
    95,261
    
    
    
    95,261
    
    
    
    38.3
    %
    
    
    24,291TOTAL
    
    
    4,138,994
    
    
    
    373,700
    
    
    
    921,377
    
    
    
    5,434,071
    
    
    
    36.0
    %
    
    $
    450,805Joint Venture
Properties under
Development
    
    2nd Quarter 2008
    
    
    
    
    
    
    
    
    
    
    338,018
    
    
    
    338,018
    
    
    
    73.5
    %
    
    $
    141,8373rd Quarter 2008
    
    
    296,100
    
    
    
    
    
    
    
    
    
    
    
    296,100
    
    
    
    39.5
    %
    
    
    18,3093rd Quarter 2009
    
    
    
    
    
    
    
    
    
    
    176,394
    
    
    
    176,394
    
    
    
    2.8
    %
    
    
    126,6404th Quarter 2009
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    225,000
    
    
    
    
    
    
    
    11,675TOTAL
    
    
    521,100
    
    
    
    
    
    
    
    514,412
    
    
    
    1,035,512
    
    
    
    32.9
    %
    
    $
    298,461Total Properties
under Development
    
    TOTAL
    
    
    4,660,094
    
    
    
    373,700
    
    
    
    1,435,789
    
    
    
    6,469,583
    
    
    
    35.5
    %
    
    $
    749,266
   Calculation of Funds from Operations
   31




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##### Table of Contents



Three Months EndedMarch 31, 2008
    
    
    March 31, 2007Reconciliation of net income to FFO  basicNet Income
    
    $
    29,961
    
    
    $
    39,698Basic  income available to common shareholders
    
    
    29,961
    
    
    
    39,698Basic  income available to common shareholders per weighted average share
    
    $
    0.33
    
    
    $
    0.44Adjustments:Depreciation and amortization of unconsolidated joint ventures
    
    
    3,548
    
    
    
    841Depreciation and amortization
    
    
    43,378
    
    
    
    37,927Gain on property dispositions
    
    
    (968
    )
    
    
    (3,387
    )Minority interest share in addback for depreciation and amortization and gain on property dispositions
    
    
    (1,995
    )
    
    
    (1,546
    )Funds from operations available to common shareholders  basic
    
    $
    73,924
    
    
    $
    73,533Basic Funds from operations available to common shareholders per weighted average share
    
    $
    0.81
    
    
    $
    0.81Reconciliation of net income to FFO  dilutedNet income
    
    $
    29,961
    
    
    $
    39,698Diluted  income available to common shareholders
    
    
    29,961
    
    
    
    39,698Diluted  income available to common shareholders per weighted average share
    
    $
    0.33
    
    
    $
    0.43Adjustments:Depreciation and amortization of unconsolidated joint ventures
    
    
    3,548
    
    
    
    841Depreciation and amortization
    
    
    43,378
    
    
    
    37,927Gain on property dispositions
    
    
    (968
    )
    
    
    (3,387
    )Minority interest less preferred share distributions and excess of preferred unit redemption over carrying amount
    
    
    1,352
    
    
    
    1,815Funds from operations available to common shareholders  diluted
    
    $
    77,271
    
    
    $
    76,894Diluted Funds from operations available to common shareholders per weighted average share
    
    $
    0.80
    
    
    $
    0.80Reconciliation of weighted average shares:Weighted average common shares  all basic calculations
    
    
    91,715
    
    
    
    91,036Dilutive shares for long term compensation plans
    
    
    228
    
    
    
    982Diluted shares for net income calculations
    
    
    91,943
    
    
    
    92,018Weighted average common units
    
    
    4,190
    
    
    
    4,190Diluted shares for Funds from operations calculations
    
    
    96,133
    
    
    
    96,208
 32




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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
  33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
     34




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  35




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##### Table of Contents



Item 6. Exhibits
 10.1* 
    
    Liberty Property Trust 2008 Long-Term Incentive Plan10.2* 
    
    Form of Option Grant Agreement
under the Liberty Property Trust Amended and Restated Share Incentive
Plan.10.3* 
    
    Form of Restricted Share Unit Grant
Agreement under the Liberty Property Trust Amended and Restated Share
Incentive Plan.12.1*
    
    Statement Re: Computation of Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Combined Fixed Charges.31.1*
    
    Certifications of the Chief Executive Officer of Liberty Property
Trust required by Rule 13a-14(a) under the Securities Exchange Act
of 1934.31.2*
    
    Certifications of the Chief Financial Officer of Liberty Property
Trust required by Rule 13a-14(a) under the Securities Exchange Act
of 1934.31.3*
    
    Certifications 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*
    
    Certifications 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*
    
    Certifications 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*
    
    Certifications 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*
    
    Certifications 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*
    
    Certifications 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.
    
    Compensatory plan or arrangement. 36




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##### Table of Contents



SIGNATURES
  LIBERTY PROPERTY TRUST/s/ WILLIAM P. HANKOWSKY
    
    
    
    May 8, 2008William P. Hankowsky
    
    
    
    DatePresident and Chief Executive Officer/s/ GEORGE J. ALBURGER, JR
    
    
    
    May 8, 2008George J. Alburger, Jr.
    
    
    
    DateExecutive Vice President and Chief
Financial Officer
 37




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##### Table of Contents



SIGNATURES
  LIBERTY PROPERTY LIMITED PARTNERSHIP
BY:   Liberty Property Trust
        General Partner /s/ WILLIAM P. HANKOWSKY
    
    
    
    May 8, 2008William P. Hankowsky
    
    
    
    DatePresident and Chief Executive Officer/s/ GEORGE J. ALBURGER, JR
    
    
    
    May 8, 2008George J. Alburger, Jr.
    
    
    
    DateExecutive Vice President and Chief
Financial Officer
 38




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##### Table of Contents



EXHIBIT INDEX
 EXHIBITNO.
    
    DESCRIPTION10.1
    
    Liberty Property Trust 2008 Long Term Incentive Plan10.2
    
    Form of Option Grant Agreement
under the Liberty Property Trust Amended and Restated Share Incentive
Plan.10.3
    
    Form of Restricted Share Unit Grant
Agreement under the Liberty Property Trust Amended and Restated Share
Incentive Plan.12.1
    
    Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges.31.1
    
    Certifications of the Chief Executive Officer of Liberty Property Trust required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    Certifications of the Chief Financial Officer of Liberty Property Trust required by
Rule 13a-14(a) under the Securities Exchange Act of 1934.31.3
    
    Certifications 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
    
    Certifications 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
    
    Certifications 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
    
    Certifications 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
    
    Certifications 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
    
    Certifications 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.)
 
 
    
    Compensatory plan or arrangement. 39